Contract Negotiation 合同谈判技巧.pptVIP

What Is An Indemnity - /hold Harmless Always a “hot button” Promise to reimburse a party for a future monetary loss under certain conditions If supplier gives an indemnity, whenever buyer gets a claim covered by the indemnity, the supplier will take care of it (represent buyer in suit, hire and pay for lawyers and court costs, and pay and damages) GE requires suppliers to indemnify against fines and civil penalties, personal injury, and property damage caused by the supplier’s negligence GE’s indemnity when buying is mutual What is Limitation of Liability? Limitation on the damages you would otherwise pay for breach of an agreement Law presumes that commercial supplier of products or services is prudent and has done what’s needed to place goods and services in “commerce” safely Statute and the common law place liability on the supplier through negligence, breach of contract and warranty, strict liability for causing damage (property or personal injury or death) to buyer and third parties Unless supplier limits its liability Limitations of Liability GE sales contracts contain explicit limitations of liability as to amount, type of damages and time to bring a claim GE purchase contracts rarely provide supplier a limitation of liability Limiting liability depends entirely upon the negotiating power and ability of the parties Resist giving one when purchasing If must give one, carve outs important – negligence, 3rd party claims, confidentiality, privacy Insurance Ensure money available in the event product causes harm GE sets low limits – generally $ 1MM However, must address risk in transaction and set out coverage to meet need Do not limit liability to amount of insurance GE is self insured – except for excess liability This means GE (i.e., SUB) pays – no central fund downtown Type of Insurance Required Workers compensation – own employee hurt on job Employers liability – coverage if employer sued by own employee Commercial general liability – includes a wide range