CLAUSE 7 Indemnification
The Contractor shall indemnify, hold harmless and defend of ISUZU and its employees from and against any losses, costs, liabilities or expenses (including court costs, reasonable attorneys’ fees, investigation fees, and fees for defending) arising out of or resulting from the performance of its obligation under this Agreement or any breach by such the Contractor of any representation, warranty or covenant contained herein.
The Contractor shall immediately indemnify ISUZU upon demand for all amounts claimed against ISUZU as a result of any act or omission of the Contractor. For the settlement of all amounts claimed as such, ISUZU may, upon its discretion, request the Contractor to enter into a negotiation between the Parties leaded by ISUZU in order to finalize the amount of indemnification which shall be paid by the Contractor to ISUZU.
Failure to pay any indemnification when demand shall entitle ISUZU to impose a penalty at the rate of fifteen (15) percent per annum on the amount unpaid calculated from the date of such demand until payment in full. Failure by ISUZU to make such demand shall not relieve the Contractor from its duty to indemnify.
This indemnification shall survive termination of this Agreement provided that such losses, claims, damages or liabilities are not suffered by ISUZU or its employees due to their own negligence or willful misconduct.
Any costs and expenses of the Services which are affected by the breach of the Contractor or damages caused by the Contractor shall be solely responsible by the Contractor. If ISUZU has already paid for such Services to the Contractor or any third party, the Contractor shall be responsible to immediately return or reimburse such amount to ISUZU. Should there be any extra expenses other than the amount proposed by the Contractor for the Services, ISUZU has to assign any third party to cover any or all of the Services, ISUZU cannot complete or even to create new service, the Contractor shall be responsible to pay such extra amount to ISUZU upon demand and the provision of the foregoing paragraph shall apply.
All sums payable as indemnification shall be paid free and clear of any deductions or withholdings except for the deduction or withholding required by law, in which event the Contractor shall pay such additional amount as shall be required to ensure that the net amount received by ISUZU will equal the full amount which would have been received by it has no such deduction or withholding been made.
Contractor shall be responsible for the compensation of line stop caused by Contractor’s liability in an amount of actual damages. The compensation paid by Contractor to ISUZU in relation to line stop shall be the amount calculated by the formula of (A) x (B) x 465 Thai Baht; where,
(A) represents the actual hours for line stop
(B) represents amount of employees per line
In case where Contractor fails to conform to this Agreement, ISUZU is entitled to receive the reimbursement of actual amount.
Contractor shall be responsible for any loss and damages of the Packaged Parts in transit while in possession or under the control of Contractor beginning at loading to the truck from factory of Supplier (as defined in Clause 1.1), and shall reimburse ISUZU an amount of equivalent to the amount of the invoice.