Liability limitation for consequential damages

do you have any scope for negotiation or is it a standard form contract? has "other" been defined? whole contract needs to be studied in toto. but generally as per section 222 and 223 of Indian Contract Act, you are entitled to be indemnified by principal for lawful acts done in good faith.

Normally, Lawyers are under the impression that as much as they write, they get protection.  However, when there is a litigation or a dispute between parties, all that english shall be slashed to pieces, dissected  and a a culture test is made to bring out the intentions of both the parties to the agreement.

 

One thing for sure is that no matter what is agreed upon by both or all the parties of an Agreement, if the contents are ultra virus some or other law or defie the law of equity (that is none can enrich oneself at the cost of other), the agreement to that extent shall become void or voidable at the instance of the injured party. Therefore, advise your Principal to keep the language to the simplest possible manner. For example, you are selling the product supplied to you by the Principals. No matter what they write in the agreement, if a consumer is put to loss or injury due to manufacturing defect, the Principal who supplied is responsible and not the ultimate seller (if the seller is selling in good faith of course).

 

Finally as our other learned friend indicated "is there a scope for negotiation" and modification of agreement. If it is not there and it is absolutely necessary that you should enter into this agreement, no problem shall come to you, nothwithstanding any draconian terms you have agreed in the agreement.

 

Having said as above, I wish to add that how can you believe a Principal who on one hand is supplying goods/commodities to you for resale but seeks limitationto his liability by writing "IN CONNECTION WITH OR ARISING OUT OF THE PURCHASE OR USE OF ANY PRODUCTS, OR PARTS OR SERVICES RELATING TO SUCH PRODUCTS". If they do not take responsibility for their own goods/commodities, how can anybody conduct business with them. 

 

Likewise, how can the principal limit his liability for NON-PERFORMANCE OF THIS AGREEMENT". Very strange way to write a one side agreement. As I said earlier, if an agreement is written too much one sided, it defies the laws of equity and shall be set aside ultimately. But meanwhile, you may have to face the problem going through Courts may be for about 2 decades.

 

Therefore, show your agreement to a good Advocate and take his/her advice and act accordingly. 

Thank you Mr. Shivaram for your valuable comments. Thanks to Justadvisor too.

Thanks for explaining the rules.