Limitation of Liability Definition

GLOSSARY

/lɪmɪˈteɪʃ(ə)n/ /ɒv,(ə)v/ /lʌɪəˈbɪlɪti/

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What does Limitation of Liability mean?

Limitation of liability means a contractual provision to reduce or exclude the types and amounts of liabilities one party may recover from another party relating to default or non-performance in connection with a contract. Such provisions are subject to numerous controls and restrictions imposed by statute and by common law.

View the related checklists about Limitation of Liability

Equipment hire agreement—checklist

Equipment hire agreement—checklist Scope and purpose This Checklist sets out the key considerations when drafting, reviewing or negotiating an equipment hire agreement. Equipment hire agreements may also be referred to as equipment leases, equipment rental, operating leases or finance leases. This Checklist uses the term equipment hire agreement for ease of reference. It is drafted from the perspective of the hiring customer under the lease. See also accompanying Precedents: Equipment hire agreement—pro-customer and Equipment hire agreement—pro-supplier. This Checklist seeks to present issues that are aimed to protect the hiring customer’s (or lessee) interests in relation to an equipment hire agreement which has been drawn up by the supplier (or lessor) (as is usually the case with equipment hire agreements). Terms such as ‘lessor’, ‘lessee’, ‘hirer’ and similar do seem to cause a lot of confusion within these types of arrangement. In this Checklist the ‘hiring customer’ or ‘lessee’ is the party who is taking the equipment on lease and the ‘supplier’ or ‘lessor’ is the party who supplies the equipment...

Commercial contract review and execution (business personnel)—checklist

Commercial contract review and execution (business personnel)—checklist This is a Checklist for in-house lawyers to provide to those of its employees (eg procurement or sales professionals) who are engaged in negotiating commercial contracts. It sets out the primary issues to consider when negotiating or reviewing a business-to-business commercial contract, and includes practical guidance. This Checklist may be suitable for use in low risk contracts where employees who are not legally qualified are authorised to conduct negotiations and contract review. It may be customised as required to work with a company playbook on contract negotiation and review, to include suggested fall-back drafting positions and escalation points for recourse to a legal team as appropriate. As it is intended to be used by non-legal professionals, it does not include links to further detailed legal commentary in each case. For a Checklist intended for use by legal professionals with links to further information, see: Commercial contract drafting and review—checklist. In-house lawyers should check that business personnel engaged in negotiating and concluding commercial contracts...

System development and systems integration agreements

System development and systems integration agreements System development agreements govern a wide range of projects from the straightforward to the large, complex and costly. The objective is usually simple: to create an IT system meeting the customer’s needs in a trouble-free way, by an agreed time and for an agreed price. However, this simple ambition often masks a mass of complexity reflecting the underlying complexity of IT systems themselves. Practical matters, including the methodology for the project, the components of the system and how the system should work in real-life conditions, fundamentally affect the issues that a development agreement must address. Without a clear working knowledge of the commercial and technical issues, there is a good chance that lawyers will produce contracts which are divorced from reality and inadequately address the risks. In addition, development contracts contain a mixture of contract, intellectual property and commercial issues which can look standard to the uninitiated but in fact vary widely in order to accommodate specific project requirements. This Practice Note...

Leasing or buying from an administrator—checklist

Leasing or buying from an administrator—checklist Title Administrator appointed by the court Where any administrator is appointed by the court under paragraph 11, schedule B1 of the Insolvency Act 1986 (IA 1986), on the application of the company, its directors and/or any of one or more of its creditors, the title deeds should include certified copies of: • the administration order, and • any further order(s) under IA 1986, Sch B1, paras 91–95 for the appointment of any new administrator following the death, resignation or removal from office etc of the original or any subsequent administrator Administrator appointed by holder(s) of qualifying charge, the company or its directors Where the administrator is appointed by the holder(s) of a qualifying floating charge (under IA 1986, Sch B1, para 14) or by the company or its directors (under IA 1986, Sch B1, para 22), the title deeds should include certified copies of: • the notice of appointment: ◦ in a form complying with the requirements of IA 1986, Sch B1, para 14...

Discover our 245 Practice Notes on Limitation of Liability

Transition schedule

Transition schedule Schedule—Transition 1 Introduction 1.1 This Schedule describes how the Services will be transferred from the Customer to the Supplier on or before the scheduled Service Commencement Date . 1.2 It sets out the responsibilities of each party, management and reporting processes and the consequences of any delays or failures in the delivery of the Transition activities. 2 Transition 2.1 From the Effective Date, the Supplier shall: 2.1.1 begin Transition of the Services in accordance with the Transition Plan contained in the Annex to this Schedule; 2.1.2 ensure that each Milestone is completed on or before the Milestone Date; and 2.1.3 take any other action or perform any other services that are necessary to ensure that the Services are ready to be provided on or before the Service Commencement Date notwithstanding that such actions or services may not be expressly set out in the Transition Plan. 2.2 The Supplier shall be responsible for the overall management of Transition and shall identify and resolve, or assist the Customer in the...

Connection agreement for private wires

Connection agreement for private wires Date of Agreement _____________________________________20[XX] Parties 1 [name of company], a company incorporated in [insert jurisdiction] (registered number [insert co. number]) whose registered office is at [insert address] (Company); and 2 [name of company], a company incorporated in [insert jurisdiction] (registered number [insert co. number]) whose registered office is at [insert address] (Customer). Background (A) The Customer is the owner and operator of the Customer’s Installation. (B) The Company is the owner and operator of the Distribution System. (C) The Customer wishes to export electricity generated by the Customer’s Installation to the Company’s Distribution System. (D) [The Parties wish to enter into a contract on or about the date of this Agreement, under which the electricity generated by the Customer’s Installation shall be supplied to the Company by the Customer (‘Power Supply Agreement’). (E) In consideration of the Parties entering into the Power Supply Agreement, the Company shall allow the electricity generated by the Customer’s Installation to be exported to the Distribution System in...

Dive into our 182 Precedents related to Limitation of Liability

What is the common law position where a supplier of a service erroneously undercharges a customer for that service (eg due to miscalculation of the amount of service used at the fault of the supplier)? Is the supplier entitled to back-bill a customer for historic supplies which it has undercharged for, and is the customer obliged to make further payments? Is there any time limit?

What is the common law position where a supplier of a service erroneously undercharges a customer for that service (eg due to miscalculation of the amount of service used at the fault of the supplier)? Is the supplier entitled to back-bill a customer for historic supplies which it has undercharged for, and is the customer obliged to make further payments? Is there any time limit? In answering this question, we have assumed that you are referring to a services agreement between two businesses in an unregulated supply sector. The ability to recover sums under a commercial contract will depend on the terms of the contract relating to calculation of payments, invoicing and dispute resolution. For general information, see Practice Note: Price, payment terms and interest. If the contract introduces a process for agreeing invoices for services and agreeing these invoices as ‘final’ for parts of the work there is likely to be no right to go back to recover errors, regardless of the error. The nature of...

Which remedies are available to a business customer whose supplier has installed incorrect items B, under a contract which specified the requirement for item A, but mistakenly included prices for item B?

Which remedies are available to a business customer whose supplier has installed incorrect items B, under a contract which specified the requirement for item A, but mistakenly included prices for item B? Formation of contract—What have the parties contractually agreed? It is first necessary to identify what the supplier and customer have contractually agreed will be supplied and installed. As such one must first consider all of the communications and discussions between the parties comprising the offer and acceptance process. This will include, without limitation, the detail of the invitation to tender document, the quotation, confirmation of acceptance, invoices and other emails, telephone calls and discussions between the parties relating to the subject matter. Included within those considerations any terms on which quotations and tender documents are purported to be made. A legally binding contract must, among other things, comprise both an offer and acceptance. Practice Note: Forming enforceable contracts—offer analyses the requirements for a legally binding offer, and considers what we mean by 'offer', how...

See the 87 Q&As about Limitation of Liability

Practice Compliance weekly highlights—5 September 2024

This week's edition of Practice Compliance weekly highlights includes: the latest sanctions news, a Spotlight on Corruption report on the use of aid to tackle international corruption, analysis of how AI is being used to facilitate financial crime and how to combat it, and a DSIT consultation on changing data protection fees payable to the ICO.

Commercial weekly highlights—5 September 2024

This week's edition of Commercial weekly highlights includes: commentary on the decision in Orion Shipping v Great Asia Maritime which considered whether a seller’s failure to deliver a vessel by the required cancellation date amounted to a repudiatory breach of contract and therefore gave rise to a claim for loss of bargain damages, news that the International Chamber of Commerce has published a report on the benefits of trade digitalisation which sets out how supply chain actors take advantage of digital tools and interoperable global standards to address supply chain challenges, and news that the Department for Business and Trade has announced that the UK-Ukraine Digital Trade Agreement (DTA) entered into force on 1 September 2024.

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