LIMITATIONS OF LIABILITY – SUBCONTRACT AGREEMENT

LIMITATIONS OF LIABILITY – SUBCONTRACT AGREEMENT

• To the extent permitted by applicable laws, neither Party shall be liable to the other for any loss of profit, loss of production, loss of use and/or losses which are indirect, special or punitive that may be suffered by the other, whether caused by breach of contract, breach of statutory duty, strict liability, tort (including negligence) or otherwise, except:
  • liability of the SUBCONTRACTOR under indemnities under Clause 20;
  • the liability of the SUBCONTRACTOR to pay liquidated damages;
  • liability of the SUBCONTRACTOR to pay damages payable in lieu of liquidated damages in accordance with Clause 7.7;
  • the amount of any costs or losses incurred by the CONTRACTOR for which the SUBCONTRACTOR is expressly required to reimburse the CONTRACTOR under the terms of the Subcontract; and
  • the liability of the SUBCONTRACTOR arising out of gross negligence, willful misconduct, and/or fraud.

• Subject to Clause 21.3, the aggregate liability of the SUBCONTRACTOR to the CONTRACTOR, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise, shall not exceed an amount equal to one hundred percent (100%) of the Subcontract Price. The SUBCONTRACTOR’s limitation on liability shall not in any way limit the SUBCONTRACTOR’s responsibility to expend such money as may be required to perform the Subcontract Works in accordance with the Subcontract, including to complete the Subcontract Works within the Time for Completion. (See Particular Terms and Conditions Appendix P)

• The limitations of liability set out in Clause 21.2 shall not apply to:

1. any liability arising out of any gross negligence, willful misconduct or fraud by or on the part of the SUBCONTRACTOR;
2. any liability of the SUBCONTRACTOR under indemnities under Clause 20 ; or
3. any liability of the SUBCONTRACTOR to the extent that such liability is covered by insurance required to be maintained by the SUBCONTRACTOR under the Subcontract, or would have been but for an act or omission of, or breach of the Subcontract by the SUBCONTRACTOR;
4. any liability of the SUBCONTRACTOR under the indemnities in Clauses 6.3, 28.2, 28.5, 30, and 32.6

nor shall the liabilities referred to in paragraphs a) to d) above reduce the available limitations of liability under Clauses 22.2.