AI-Powered Legal Risk Analysis

Protocol of Disagreements — Preview

Clause reviewed:

Force majeure / amendments / promotional or performance-related obligations

Risk identified:

The current wording may create uncertainty regarding notice deadlines, evidence requirements, liability exposure, and the procedure for confirming amendments or exceptions.

Seller’s proposed position:

The Seller proposes to clarify that obligations apply only where they have been expressly confirmed in writing by both parties. Any liability should be limited to direct, actually incurred and documented losses caused by a proven breach. Automatic penalties, unilateral deductions, set-offs, or withholding should not apply unless expressly agreed in writing.

Purchaser’s possible position:

The Purchaser may require predictable performance, timely notice, documentary evidence, and a clear remedy mechanism if confirmed obligations are not fulfilled.

Proposed compromise wording:

The parties shall confirm any amendment, promotional obligation, delivery schedule, compensation mechanism, or exception in writing. In case of non-performance, the affected party may claim compensation only for direct, actually incurred and documented losses to the extent such losses are directly caused by the other party’s proven breach. No automatic penalty, deduction, set-off, or withholding shall apply unless expressly agreed by both parties in writing.

Status:

For negotiation / subject to legal review.