8. INDEMNIFICATION
8.1 The Contractor agrees to defend, indemnify, and hold harmless the Company, its affiliates, subsidiaries and all of their officers, Directors, employees, agents, representatives, contractors, and subcontractors, from and against any and all damages, losses, claims, judgments, expenses, causes of action, or liabilities of any kind whatsoever to the extent that the foregoing is directly or indirectly attributable to the acts or omissions of the Contractor, its affiliates, subsidiaries and all of their officers, Directors, employees, agents, representatives, contractors, and subcontractors. The foregoing duty of indemnification shall also apply, without limitation, to injuries, deaths or accidents involving employees of the Company, its affiliates and subsidiaries except to the extent that such injury, death or accident is directly attributable to the gross negligence or willful misconduct of the Company.
8.2 If the Company is liable to pay the Contractor’s agent, officer or employee, the state’s authority or any third party any amount for: (i) the compensation of the damage or loss that arises from, arises out of, or is related to in Contractor’s performance of the Services hereunder; or (ii) any other liability (including but not limited to any liability under labor law) that arises from, arises out of, or is related to in Contractor’s action/conduct, omission or mistake/default, the Contractor shall reimburse the Company the amount immediately.
8.3 The Company reserves the right to compute the amount of the compensation under Clause 8.1 and the amount of the compensation/liability under Clause 8.2 at its sole and absolute discretion and the Contractor agrees not to challenge Company’s computed amount of the compensation.
9. LIABILITY FOR STOCK LOSS AND DAMAGE AT THE WAREHOUSE
9.1 The Contractor shall be liable to the Company or any third party for any loss or damage to the Goods or any part thereof in its possession unless the Contractor can prove that the damage or loss is directly attributable to the gross negligence or willful misconduct of the Company.
9.2 In determining the liability of the Contractor for damaged or lost Goods, a comparison with the Warehouse bookstock records in the system maintained by the Contractor for the Warehouse and the results of a manual stock count at the Warehouse shall be made. The parties shall conduct the manual stock counts jointly in accordance with procedures agreed between the parties.
9.3 The Company reserves the right to compute the amount of the compensation for the lost or damaged Goods under Clause 9.1 and Clause 9.2 at its sole and absolute discretion and the Contractor agrees not to challenge Company’s computed amount of the compensation.
9.4 The parties agree that the purpose of Clause 9 is not to make the Contractor an insurer of the Goods but to ensure that the Contractor take any active measures to minimize stock loss and damage and consequently in the best effort in order to continuously provide the Service to the Company.
10. INTEREST
In the event that Contractor fails to pay the Company any amount due and payable to the Company by the Contractor hereunder, the Contractor shall be liable for paying the Company the default interest at the rate of fifteen percent (15%) per annum calculating from the due date (or the date that the Company demands for the compensation from the Contractor in case of the compensation for damage or loss) until the date the Company duly receives the compensation in full and the Company shall be entitled to set off the outstanding amount due and payable to the Company by the Contractor against the amount of the Services Fees that the Company is liable to pay the Contractor hereunder.
11. ACKNOWLADGEMENT
Each party, in its performance of their obligations under this Agreement is acting as an independent contractor and not as a representative, agent, officer or employee of the other party. Neither party is authorized to make or assume any obligations, or incur any liabilities, on behalf of the other except as expressly set out in this Agreement. For the benefit of the Contractor’s representatives, agents, officers and employees, the Contractor shall strictly comply with labor law and any other applicable laws relating with this Agreement.