SMI Catalogue 2025/2026 - Flipbook - Page 531
10.1.3 the Customer9s financial position deteriorates so
far that SMI considers in its sole opinion that the
Customer9s ability to give effect to the terms of
the Contract is jeopardised; or
renunciation or other breach of contract, restitution or
otherwise; (ii) whether arising under any indemnity; or
(iii) whether caused by any total or partial failure or
delay in supply of SMI or defective Products
11.5
The exclusions and limitations of liability contained in
these terms and conditions and in the Contract shall
apply regardless of whether the loss or damage was
foreseeable or whether the Customer notifies SMI of the
possibility of any greater loss or damage, but shall not
apply to the extent prohibited or limited by law and, in
particular, nothing in the Contract shall affect liability
for death or personal injury caused by negligence or for
fraudulent misrepresentation or other fraud.
11.6
SMI shall not be liable to the Customer for any claim
unless made with reasonable details in writing to SMI
without unreasonable delay and in any event no later
than 3 months, or such longer period as may be
reasonable in the circumstances, after the date the
claimable event first came (or ought reasonably to have
come) to the Customer9s notice.
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CONFIDENTIALITY
10.1.4 if any sums due from the Customer to SMI remain
outstanding after the due date for payment.
10.2
Any termination however caused shall not affect any
right or liabilities which have accrued prior to the time of
termination and the continuance in force of any
provision of the Contract which expressly or by
implication is intended to come into or continue in force
after termination.
11
LIMITATION OF LIABILITY
11.1
Subject to clause 11.5, SMI9s liability to the Customer
however arising out of or in connection with a Contract
and/or the sale of the Products shall be limited in respect
of all claims in aggregate to a sum equal to the total
sums paid (exclusive of VAT) by the Customer for the
Products under the Contract giving rise to the claims.
11.2
Notwithstanding any other provision of the Contract,
but subject to clause 11.5, SMI shall have no liability
however arising out of or in connection with the Contract
and/or the sale of the Products for any:
Neither party shall without the prior written consent of
the other party (during and after termination of any
Contract) use (other than in the performance of this
Contract) or disclose to any other person any
Confidential Information of the other party, except that
any obligations contained in this clause shall not prevent
any disclosure of Confidential Information which is
required by law, court order or any legal or regulatory
authority, which is required to comply with the rules of
any relevant stock exchange, or disclosure to a party9s
professional advisors, acting in their capacity as such.
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11.2.1 direct or indirect loss of or damage to:
(a)
profit;
(b)
revenue;
business;
(d)
contract;
(e)
opportunities;
(f)
anticipated savings;
(g)
data;
goodwill;
(i)
reputation;
(j)
use;
11.2.2 indirect or consequential loss or damage; or
ENTIRE AGREEMENT
14.1
The Contract constitutes the entire agreement and
understanding of the parties and supersedes any
previous agreement or understanding between the
parties with the respect to the arrangement
contemplated by or referred to in the Contract.
14.2
The Customer acknowledges that, in entering into each
Contract, it does not rely on, and shall have no remedy in
respect of, any representation, whether negligent or not,
of any person (whether party to the Contract or not)
which is not expressly set out in the Contract, and the
only remedy available to it for breach of any statement,
representation or other term that is expressly set out in
the Contract shall be for breach of contract.
14.3
Nothing in this clause 14 shall, however, operate to limit
or exclude any liability for fraud or fraudulent
misrepresentation.
11.2.3 claim arising out of a claim against the Customer
by a third party.
11.3
11.4
The parties agree that each of the sub-clauses in clause
11.2 and each of the sub-paragraphs 11.2.1(a) to
11.2.1(j) in sub-clause 11.2.1 constitute separate terms
and the introductory wording of clause 11.2 shall be
applied to each of them separately. If there is any claim
or finding that any such individual sub-clause or subparagraph is unenforceable for any reason, such
unenforceability shall not affect any other provision
within clause 11.2 or otherwise.
The term