DESCRIBED IN THIS SECTION 12.3.
The Supplier may use external and/or internal auditors in order to execute the
audit only upon informing the Reseller in advance of its intention to do so. The
Supplier shall ensure that any such
9
external auditors are subject to the same obligation of confidentiality as the
Supplier under this Agreement.
13.
LIABILITY
13.1.
EXCEPT AS EXPRESSLY STATED HEREIN, THE SUPPLIER MAKES NO
WARRANTY OR REPRESENTATION OF ANY TYPE, INCLUDING WITHOUT LIMITATION WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FOR USE UNDER ANY
SPECIFIC CONDITIONS, NOTWITHSTANDING ANY STATEMENTS MADE AND NOTWITHSTANDING
THAT SUCH PURPOSE OR CONDITIONS MAY BE OR MAY HAVE BEEN KNOWN TO THE SUPPLIER.
EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT, RESELLER MAKES NO FURTHER
REPRESENTATION OR WARRANTY.
13.2.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, LOSS OR
DAMAGE RECOVERABLE FROM THE SUPPLIER OR THE LAWSON GROUP FOR ALL CAUSES OF
ACTION BASED UPON OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER
IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF COMPENSATION
PAID BY THE RESELLER TO THE SUPPLIER IN THE TWELVE (12) MONTHS PERIOD
IMMEDIATELY PRECEDING THE ASSERTION OF A CLAIM, WHETHER THE SAME ARISES FROM
DEFECTS IN THE SOFTWARE, LOSS OF USE OF THE SOFTWARE, INCORRECT OR SPOILED DATA,
ADVICE, OR OTHERWISE WHATSOEVER.
13.3.
THE SUPPLIER OR THE LAWSON GROUP SHALL NOT BE LIABLE FOR LOSS
OF PROFITS, OR FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, SAVE AND
EXCEPT FOR ANY CLAIMS MADE BY A THIRD PARTY AGAINST THE RESELLER, WHICH CLAIMS
RELATE TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND WHICH CLAIM ARISES
FROM THE LAWSON SOFTWARE, MORE SPECIFICALLY MENTIONED IN CLAUSE 13.5 BELOW.
DAMAGES SHALL NOT INCLUDE LOSS OF PROFIT OR ANTICIPATED SAVING, LOSS OF
AGREEMENTS, LOSS OF GOODWILL, CONSEQUENTIAL LOSS OR INDIRECT LOSS, WHETHER THE
SAME ARISES FROM DEFECTS IN THE SOFTWARE, LOSS OF USE OF THE SOFTWARE, INCORRECT
OR SPOILED DATA, ADVICE OR OTHERWISE.
13.4.
IN NO EVENT SHALL THE SUPPLIER OR THE LAWSON GROUP ASSUME ANY
LIABILITY WITH RESPECT TO THE RELATIONS BETWEEN THE RESELLER AND THIRD PARTIES,
INCLUDING CUSTOMERS.
13.5.
EXCEPT FOR THE RESELLER'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, SUPPLIER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS RESELLER AND ITS
RESPECTIVE EMPLOYEES, OFFICERS AND/OR AGENTS (HEREIN "INDEMNIFIED PERSONS"),
FROM AND AGAINST ANY LOSS, LIABILITIES, DAMAGES, PENALTIES, CLAIMS, SUITS,
COSTS, EXPENSES AND DISBURSEMENTS AT LAW OR EQUITY, INCLUDING REASONABLE
ATTORNEY'S FEES AND COSTS, IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE
INDEMNIFIED PERSONS ARISING OUT OF THE OWNERSHIP, USE, LICENSING, SUBLICENSING,
POSSESSION, CONTROL, MAINTENANCE, OPERATION, AND TRANSPORTATION OF THE LICENSED
SOFTWARE, INCLUDING BUT NOT LIMITED TO, CLAIMS FOR PATENT, TRADEMARK, COPYRIGHT
INFRINGEMENT AND CLAIMS FOR PROPERTY DAMAGE, PERSONAL INJURY OR WRONGFUL DEATH
ARISING IN STRICT LIABILITY OR NEGLIGENCE. ALL INDEMNITIES SHALL SURVIVE THE
EXPIRATION OR OTHER TERMINATION OF THIS AGREEMENT AND ARE EXPRESSLY MADE FOR THE
BENEFIT OF, AND SHALL BE ENFORCEABLE BY ANY OR ALL OF THE INDEMNIFIED PERSONS
13.6.
EXCEPT FOR THE SUPPLIER'S GROSS NEGLIGENCE OR WILLFUL