Master Alliance Provisions Guide (MAPGuide)

UK Secretary of State – AstraZeneca, COVID-19 Vaccine Supply Agreement

  • Liability | Indemnification & liability

19. Liability

19.1 Except to the extent set out expressly in this Supply Agreement, all conditions, warranties or other terms which might have effect between the Parties or be implied or incorporation into this Supply Agreement (whether by statute, common law or otherwise), are hereby excluded to the fullest extent permitted by Applicable Laws. Without prejudice to the general nature of the previous sentence, unless this Supply Agreement specifically states otherwise, neither Party makes any representations or warranties with respect to the Product, including any warranties as to non–infringement or fitness for a particular purpose.

19.2 In no circumstances shall either Party be liable to the other Party, whether arising in tort (including negligence), contract or otherwise, for:

19.2.1 any indirect, special or consequential loss (whether or not reasonably foreseeable and even if the first Party had been advised of the possibility of the other Party incurring such loss or type of loss);

19.2.2 any loss of profits, revenue, anticipated savings, contracts, business or goodwill or loss or corruption of data (in each case whether direct or indirect); or

19.2.3 any cost incurred by Purchaser relating to the development, procurement, manufacture or supply of any product other than the Product.


19.4 Nothing in this Supply Agreement excludes or limits the liability of either Party for:

19.4.1 death or personal injury caused by that Party’s negligence;

19.4.2 fraud or fraudulent misrepresentation;

19.4.3 the indemnities given under clause 18 [this clause has been redacted];

19.4.4 in the case of the Purchaser, failure to pay the Price for the Product or any other sums properly owing to AstraZeneca under this Supply Agreement; or

19.4.5 any other matter to the extent that such exclusion or limitation would be unlawful.

19.5 Neither Party shall be entitled under any provision of this Supply Agreement to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

19.6 Neither Party shall be liable to the other Party for any claim under this Supply Agreement to the extent that the Party bringing such claim (or any of its Affiliates) contributed to the Losses that are the subject of such claim.