Is it valid if the contract stipulates that it is exempt from liability, but it conflicts with the l

1.The responsibility is divided into internal responsibility and external responsibility, internal responsibility is the relationship between you and the business, which can be agreed by both parties, and the terms you mentioned are valid and valid for both parties to the contract, but cannot be used against third parties and consumers. At the same time, it is recommended to improve the terms, such as "** company guarantees that the products provided do not infringe on the rights of others, intellectual property rights and other legitimate rights and interests, otherwise, the loss caused by ** company shall be responsible."

2.In terms of external liability, including administrative penalties, liability for compensation to consumers, etc., it is difficult for you, as a seller, to avoid, but after you assume responsibility, you can recover from ** company.

It must be joint and several liability. All parties are responsible, which is obviously inconsistent with the basic principles of contract law. This article is invalid. It can be signed from a new negotiation. or add relevant provisions to refine the specific tort liability.

This is an internal agreement between you and your superior, and it is valid. However, it is not effective against third parties. Is the superior merchant and the regional quotient the same?

If not, the contract you signed with the superior cannot be extended to the regional business. It would be nice to write the questions more clearly.

A legal disclaimer is a void contract that conflicts with the law.

Article 52 of the Contract Law The contract shall be invalid under any of the following circumstances:

1) One party concludes a contract by means of fraud or coercion, harming the interests of the state;

2) Malicious collusion, harming the interests of the state, the collective, or a third party;

3) Concealing illegal purposes in a lawful form;

4) Harming the public interest;

5) Violating mandatory provisions of laws and administrative regulations.

The terms of your contract are indeed invalid, because there is an accident, and the other party can find you, your superior, or the manufacturer. The choice is great, and you have no right to circumvent it. There is no way to exempt from liability.

If you want to be exempt from responsibility, you should strictly inspect whether there is a problem with your own products. However, you are a ** business, if there is a problem with the product, even if someone finds you and claims from you, you can also claim from the manufacturer afterwards.

Circumstances under which the Contract Law stipulates that liability for breach of contract can be exempted:

1. Exemption from the agreement. It can be exempted when the exemption conditions agreed by both parties to the contract are fulfilled;

2. Statutory exemptions. It may be waived when the exemption conditions prescribed by law are fulfilled.

[Legal basis].Article 470 of the Civil Code of the People's Republic of China.

The content of the contract is agreed upon by the parties and generally includes the following clauses:

7) Liability for breach of contract.

Article 590.

If one of the parties is unable to perform the contract due to force majeure, part or all of the parties shall be exempted from liability according to the impact of force majeure, except as otherwise provided by law. If Bi Chun is unable to perform the contract due to force majeure, it shall notify the other party in a timely manner to mitigate the losses that may be caused to the other party, and shall provide proof within a reasonable period of time.

If a party fails to act majeure after delaying performance, it shall not be exempted from liability for breach of contract.

a) Force Majeure. This is an exemption condition that is generally recognized by international practice. In the event of force majeure, it may be partially or completely exempted from its liability for compensation.

2) If the performance of the economic contract becomes unnecessary due to the breach of contract by one party, the party who is not at fault (infringed) may not be liable for compensation if it changes or terminates the economic contract, and has the right to claim compensation.

3) Other exemption conditions provided for by relevant laws and administrative regulations. For example, if the insured party deliberately conceals the true situation of the insured property in the insurance contract, the insurer has the right to terminate the contract without being liable for compensation.

Another example: in the property lease contract, if the lessee subleases the leased property or carries out illegal activities without authorization, the lessor has the right to terminate the contract without being liable for compensation.

4) The conditions for the exemption from liability for changing or terminating the contract as agreed in the contract.

1. What are the reasons for the carrier's exemption from liability in the contract?

Although the parties to the contract bear no-fault liability, no-fault liability is not liable under all circumstances, and force majeure is the exemption of all civil liabilities unless otherwise provided by law. Therefore, although the carrier bears no fault liability for the damage or loss of the goods, the carrier may be exempted from liability for compensation if the reasons stipulated by laws and regulations are provided. The statutory grounds for the carrier's exemption are:

1) Unforeseeable, unavoidable and insurmountable objective facts, including storms and other natural disasters, acts, strikes, etc.

2) The natural nature of the goods themselves or reasonable wear and tear. Of course, the carrier has to bear the corresponding burden of proof in this case, in addition to providing evidence to prove the causal relationship between the nature of the goods and the loss or damage of the goods, it also needs to provide evidence to prove that it has fulfilled its obligations to manage and take care of the goods during transportation.

3) The fault of the shipper and the consignee.

The reasons for exemption from liability for breach of contract include not only the statutory reasons for exemption, mainly force majeure, but also the reasons for exemption agreed by the parties, i.e., the exemption clause.

Article 117 of the Contract Law stipulates that if the contract cannot be performed due to force majeure, the liability shall be partially or fully exempted according to the impact of the force majeure, unless otherwise provided by law. Here, "failure to perform the contract" should be understood in a broad sense, that is, it includes the complete failure to perform the contract, the partial failure to perform, the delay in performance, and the partial or total exemption from liability, that is, the exemption from the corresponding liability for breach of contract.

References:

The cause of exemption, also known as the exemption condition, refers to the reason why the party is not liable even if it breaches the contract. The reasons for exemption in contract law can be divided into two categories, namely, statutory reasons for exemption and agreed reasons for exemption. Statutory exemption grounds refer to exemptions that are directly stipulated by law and can be invoked without the agreement of the parties, mainly referring to force majeure; The agreed exemption refers to the exemption clause agreed upon by the parties.

It was suggested that the right of defence could also be a ground of defence. In fact, the exercise of the right of defence does not constitute a breach of contract, and therefore there is no exemption from liability.

According to the provisions of Chinese law, the so-called force majeure refers to objective circumstances that cannot be foreseen, avoided and overcome. It is generally believed that the above definition adopts a compromise approach, while others believe that it adopts an objective approach. Specifically, the elements of force majeure are:

1) Unforeseeable, that is, the parties cannot know whether the event occurred, when and where, and what the circumstances of the occurrence should be based on the foresight of ordinary people;

2) unavoidable, i.e., no matter what measures the parties take, or even with their best efforts, the occurrence of the incident cannot be prevented or avoided;

3) Insurmountable, i.e., unable to overcome this objective force with the parties' own abilities and conditions;

4) Objective circumstances, i.e., objective phenomena (including the actions of third parties) that are external to human behavior.

Force majeure mainly includes the following situations:

1) Natural disasters, such as typhoons, floods, hailstorms;

2) ** acts, such as expropriation and requisition;

3) Abnormal social events, such as strikes, riots.

In the application of force majeure, the following issues are worth noting:

1) Whether there is a force majeure clause in the contract does not affect the direct application of legal provisions;

2) The force majeure clause is a statutory exemption clause, and if the force majeure clause is less than the statutory scope, the parties can still claim exemption by invoking the legal provisions; If it is greater than the statutory scope, the excess part shall be deemed to have established a separate exemption clause;

3) Force majeure is mandatory as an exemption clause, and the parties shall not agree to exclude force majeure from the exemption.

If the contract cannot be performed due to force majeure, the liability shall be partially or completely exempted according to the impact of the force majeure. There are the following exceptions:

1) Liability for delay in monetary debts shall not be waived due to force majeure.

2) Force majeure that occurs during the period of delay in performance shall not have the effect of exemption.

The exemption clause refers to the clause in which the parties agree in the contract to exempt the liability for breach of contract that may occur in the future, and the exemption reasons stipulated therein are the agreed exemption reasons. In this regard, the Contract Law does not make general provisions (only the exemption clause of the standard contract). It is worth noting:

The exemption clause cannot exclude the fundamental obligations of the parties, nor can it exclude liability for intent or gross negligence.

One is force majeure, which has been explained more clearly downstairs, and there is also a situation where the exemption clause appears. That is, the clauses agreed by the parties in the contract to exempt them from future liability, but such clauses must not violate the mandatory provisions of laws and regulations and harm the public interest.

If the contract cannot be performed due to force majeure, the liability for breach of contract can be exempted.

Legal analysis: The reasons for exemption in contract law can be divided into two categories, namely, statutory reasons for exemption and agreed reasons for exemption. Statutory exemption grounds refer to exemptions that are directly stipulated by law and can be invoked without the agreement of the parties, mainly referring to force majeure; The reason for agreeing to exempt from liability refers to the exemption clause agreed by the parties.

Force majeure mainly includes the following situations: (1) natural disasters, such as typhoons, floods, and hailstorms; 2) ** acts, such as expropriation and requisition; 3) Abnormal social events, such as strikes, riots. An exemption clause refers to a clause in which the parties agree in the contract to exempt the parties from liability for breach of contract that may occur in the future, and the exemption reasons stipulated therein are the agreed exemption reasons.

Legal basis: Civil Code of the People's Republic of China

Article 577:Where one of the parties fails to perform its contractual obligations or its performance of contractual obligations does not conform to the agreement, it shall bear liability for breach of contract such as continuing to perform, taking remedial measures, or compensating for losses.

Article 508 If the performance does not conform to the agreement, the party shall bear the liability for breach of contract in accordance with the agreement of the parties. Where there is no agreement on liability for breach of contract or the agreement is not clear, and it cannot be determined in accordance with the provisions of Article 510 of this Law, the injured party may, based on the nature of the subject matter and the size of the loss, reasonably choose to request the other party to bear liability for breach of contract such as repair, rework, replacement, return, reduction of price or remuneration.

Article 585:The parties may agree that when one party breaches the contract, it shall pay a certain amount of liquidated damages to the other party according to the circumstances of the breach, and may also agree on the method of calculating the amount of compensation for losses arising from the breach.

If the agreed liquidated damages are lower than the losses caused, the people's court or arbitration institution may increase them at the request of the parties; Where the agreed liquidated damages are excessively higher than the losses caused, the people's court or arbitration institution may appropriately reduce them at the request of the parties.

If the parties agree on liquidated damages for delayed performance, the breaching party shall also perform the debt after paying the liquidated damages.

The conditions for the exemption from liability for breach of contract are as follows:

a) Force Majeure.

2. The fault of the victim. Victim fault refers to the victim's fault for the occurrence or expansion of the breach of contract or the damage caused by the breach of contract.

3. Disclaimer. An exemption clause refers to a clause agreed by the parties to a contract to exempt them from liability for breach of contract that may occur in the future.

Civil Code of the People's Republic of China

Article 590:Where one of the parties is unable to perform the contract due to force majeure, part or all of the documents shall be exempted from liability according to the impact of force majeure, except as otherwise provided by law. If the contract cannot be performed due to force majeure, the other party shall be notified in a timely manner to mitigate the losses that may be caused to the other party, and proof shall be provided within a reasonable period of time.

If force majeure occurs after the party delays performance, it will not be exempt from its liability for breach of contract.

Article 592:Where both parties breach the contract, they shall each bear corresponding responsibility.

Where one of the parties breaches the contract and causes losses to the other party, and the other party is at fault for the occurrence of the losses, the corresponding amount of compensation for losses may be reduced.