9.3. This indemnity shall apply whether or not the Seller has been negligent or at fault. 9.4. If any third party makes a claim, or noti es its intention to make a claim against either of the parties which may reasonably be considered likely to give rise to a liability under this indemnity (a Relevant Claim) the parties shall: - (a) as soon as reasonably practicable, give notice of the Relevant Claim to the other party specifying the nature of the Relevant Claim in reasonable detail,- (b) not make any admission of liability, agreement or compromise in relation to the Relevant Claim without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) provided that either party may settle the Relevant Claim after giving prior written notice of the terms of settlement (to the extent legally possible) to the other party but without obtaining the other party's consent, if a party reasonably believes that failure to settle the Relevant Claim would be prejudicial to it in any material respect (c) Give the other party and its professional advisers access at reasonable times (on reasonable time notice) to its premises and its o ces, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of that party so as to enable the other party and its professional advisers to examine them and to take copies at the expense of that party for the purpose of assessing the Relevant Claim. 10. Mediation If any dispute arises in connection with the Contract, the parties will attempt to settle it by mediation in accordance with the Centre for E ective Dispute Resolution (CEDR) MMP. Unless otherwise agreed between the parties the Mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR Notice) to the other party to the dispute requesting mediation. A copy of that request should be sent to CEDR. The mediation will start no later than twenty eight days after the date of the ADR Notice. No party may commence any Court proceedings or arbitration in relation to any dispute arising out of the Contract until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer as de ned in the Unfair Contract Terms Act 1977 Section 12 as amended or the Unfair Terms Consumer Contract Regulations 1999 Regulations 1 to 17, all other warranties, conditions or terms relating to tness for purpose, quality or condition of the Goods, whether express, implied by statute or common law or otherwise as excluded to the full extent permitted by law. The Buyer con rms that except as provided for in the Contract they have not relied on any representation, warranty, assurance, covenants, indemnity, undertaking or commitment which is not contained in the contract. 12. Exclusion Clauses Save as hereinbefore provided and subject to the provisions of Section 2(i) of the Unfair Contract Terms Act 1977 the Seller shall not be liable to the Buyer for any damage or any direct or consequential loss incurred by the Buyer in consequence of, or in connection with the supply of any Goods or in the carrying out of any work (which expression shall, without prejudice to its generality include all work done, in or in connection with the design and manufacture of any goods, provision of any services and the supply of any information and advice). 13. Juristiction The contract shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts and Tribunals. ````` not prejudiced by a delay. 11. Warranties of Liability
7.3 Any party that is subject to a Force Majeure Event shall not be in breach of the Contract provided that (a) it promptly noti es the other parties in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; (b) it could not have avoided the e ect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and (c) if the Force Majeure event provides for a continuous period of war of six months then the party not a ected by the Force Majeure event may terminate the Contract by giving fourteen days written notice to all the other parties. On the expiry of this notice period, the Contract will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination. 8. Termination Without any prejudice to any rights that have accrued under the Contract or any of its rights or remedies either party may terminate the Contract without liability to the other giving the other not less than one month's written notice in that case (a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being noti ed in writing to make such payment or b) the other party commits a material breach of any material term of the Contract (other than failure to pay any amounts due under the Contract) and (if such breach is remediable), fails to remedy that breach within a period of fourteen days after being noti ed in writing to do so or (c) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give e ect to the terms of the Contract or (d) the other party suspends, or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of Section 12301 the Insolvency Act 1986 or (being a natural person) is deemed to be either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of Section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to who any of the aforegoing apply; or (e) a petition is led, a notice is given, a resolution is passed, or an order is made all in connection with the winding up of that other party (other than for the sole purpose of a scheme for a solvent amalgamation of that other party), or - (f) an application is made to Court or an order is made, for the appointment of administrators or a notice of intent to appoint an administrator is given, or an administrator is appointed over the other party; or (g) a oating charge holder over the assets of that other party has become entitled to appoint or has appointed a receiver ; or (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or (i) the other party being an individual, is the subject of a bankruptcy petition or order; or (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or such other process is levied or enforced against the whole of any part of its assets and such attachment or process is not discharged within fourteen days. 9. Indemnity 9.1 In this clause, a reference to the Seller shall include the Seller's subsidiaries, and the provisions of this clause shall be for the bene t of the Seller and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to the Seller namely VITCAS Limited. 9.2 The Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses including any direct or indirect consequential losses, loss of pro t, loss of reputation and all interest, penalties and legal and other (reasonable) professional costs and expenses, in respect of each claim su ered or incurred by the Seller arising out of or in connection with (a) any breach of the Buyer or any of the warranties referred to above (b) the Buyers breach or negligent performance or non-performance of the Contract. (c) any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with any actual or alleged infringement of a third party's intellectual property rights caused by the Buyer (d) any claim made against the Seller by a third party arising out of or in connection with the provisions of the services or supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Buyer, its employees, agents or sub-contractors (e) any claim made against the Seller by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Buyer, its employees, agents or sub-contractors.
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