Terms and Conditions for the Supply of Goods and Services (DK) substitute goods and/or services from a third party; 5.1.6 to claim damages for any additional costs, loss or expenses incurred by G4S which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract. 5.2 If the Goods are not delivered on the Delivery Date or the Services performed on the performance dates G4S may, at its option, claim or deduct 1.5% of the price of the Goods for each week's delay in delivery by way of liquidated damages, up to a maximum of 20% of the total price of the Goods and/or Services. If G4S exercises its rights under this clause 5.2, it shall not be entitled to any of the remedies set out in clause 5.1 in respect of the Goods' and/or Services’ late delivery (but such remedies shall be available in respect of the Goods' and/or Services’ condition).These Terms shall apply to any repaired or replacement Goods and/or substituted or remedial services provided by the Supplier. 5.3 G4S’s right and remedies under these Terms are in additional to it rights and remedies implied by statute and common law. 6. Liability 6.1 The Supplier will be liable for any loss, damage, cost or expense that results from its breach of the Contract up to a maximum amount of the greater of (i) £5 million and (ii) 10 times the fees payable under the Purchase Order. Neither party will be liable for any indirect or consequential loss. 6.2 The Supplier will indemnify G4S for any liability, loss, liquidated damage, service credit or penalty that G4S incurs in relation (in any way) to a Customer contract as a result of a breach by the Supplier of the terms of the Contract. 6.3 The financial cap on liability in clause 6.1 will not apply to the Supplier in relation to (a) any breach by the Supplier of the confidentiality provisions (b) any breach by the Supplier of Schedule 1 (c) any dishonesty or wilful misconduct by the Supplier (d) clause 6.2 and (e) the intellectual property rights provisions in clause 7. 6.4 G4S’s liability is limited to one times the fees payable under the Purchase Order. 6.5 No limitation of liability applies in respect of any fraud or death or personal injury caused by negligence. 7. Intellectual Property Rights 7.1 If the Goods and/or Services are made to G4S’s design and/or special order then G4S will own all Intellectual Property Rights in the Goods and/or Services and the Supplier will do all things necessary to transfer these rights. 7.2 If the Goods or Services are not made to G4S’s special order then the Supplier will retain these Intellectual Property Rights and the Supplier grants G4S a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use (at any time) the Goods and/or Services for G4S’s business purposes. 7.3 The Supplier can only use the G4S name or logo in its marketing materials if G4S has agreed this in advance in writing. 7.4 The Supplier shall indemnify G4S in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by G4S as a result of or in connection with any claim brought against G4S for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use of supply of the Services and the Deliverables (excluding G4S Materials). 7.5 G4S, may use the Goods and/or Services and also with any Customer as long as, in relation to use by a Customer, the use is related to a contract that G4S or a G4S Affiliate has entered into with that Customer. 8. Audit 8.1 The Supplier shall (and shall ensure all its agents, subcontractors or other third parties) promptly make available to G4S (at the Supplier’s cost) such information as is reasonably required to demonstrate the Supplier’s and G4S’s compliance with their respective obligations under this Contract (including the Schedules and the Data Protection Laws), and allow for, permit and contribute to audits, including inspections, by G4S (or another auditor mandated by G4S) for this purpose at G4S’s request from time to time. The Supplier shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than two business days) and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection. 8.2 If the results of the audit reveal that G4S has been overcharged in relation to the Goods and/or Services then the Supplier will reimburse G4S immediately for the overcharged amounts. 8.3 The Supplier will maintain detailed quality control and manufacturing records for the period of at least 5 years from the date of delivery of the Goods. 9. Insurance 9.1 The Supplier will, during the term of this Contract, maintain adequate insurance cover, which shall include but not be limited to professional indemnity insurance, product liability insurance, public liability insurance and employer’s liability insurance, with a reputable insurer up to an amount of at least £5 million per incident to cover the Supplier’s potential liability to G4S under the relevant the Contract and will provide, on G4S’s request, an insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance on G4S’s request. Page 3 of 5
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