Terms & Conditions

This Agreement will remain in effect until either Grower or Bayer chooses to terminate the Agreement, as provided in Section 3(e) below.

From time to time, Bayer may unilaterally revise the terms and conditions of this Agreement including the incorporated TUG, Seed bag, label and/or tag by posting such amended terms on https://traits.bayer.ca and/or by notifying Grower of any amended terms by mail, electronic mail, text messages or other means. If the Grower has provided Bayer an email address or cell phone number in conjunction with this Agreement, Bayer may send Agreement amendments and new stewardship information to Grower by email, text message or mail. Continuing use of Bayer Technologies after notification of any amended terms including posting of amended terms on https://traits.bayer.ca constitutes Grower’s acceptance of and agreement to be bound by the amended terms of this Agreement.

Grower may not transfer its rights or obligations to anyone else without the written consent of Bayer. If Grower’s rights or obligations are transferred with Bayer’s consent or by operation of law, this Agreement is binding on the person or entity receiving the transferred rights or obligations. Bayer may assign this Agreement to an Affiliate without Grower’s consent or the provision of any notice to the Grower.

If any provision of this Agreement is determined to be void or unenforceable, the remaining provisions shall remain in full force and effect.

Grower may terminate this Agreement in whole, for any reason, effective immediately by delivering written notice via certified mail to Bayer. Grower must deliver the notice of termination to Bayer CropScience Inc., Attn: Trait Operations, #130, 160 Quarry Park Blvd. SE, Calgary, AB T2C 3G3. Bayer may terminate this Agreement, in whole or in part, effective immediately by delivering written notice to Grower. Upon termination, whether by Grower or by Bayer, Grower’s responsibilities and the other terms herein shall survive (such as but not limited to Grower’s obligation to use Seed for a single commercial crop) as to Seed previously purchased or used by Grower. If Bayer terminates this Agreement, Grower is not entitled to obtain a future limited-use license from Bayer unless Bayer provides Grower with specific written notice expressly recognizing the prior termination and inviting Grower to submit a new limited-use license. Grower expressly acknowledges that Grower’s submission of a new TSA and Bayer’s issuance of a new license number shall not satisfy the specific written notice requirement. If Grower is found by any court to have breached any term of this Agreement and/or to have infringed one or more of the Canadian patents or PBRs or other product/technology rights covering Bayer Technologies, Grower agrees that, among other things, Bayer and Dow AgroSciences, as appropriate, shall be entitled to interim, interlocutory, and permanent injunctions enjoining Grower and any individual and/or entity acting on Grower’s behalf or in concert therewith from making, using or selling Seed or offering Seed for sale. Additionally, Grower agrees that any finding of patent infringement by Grower shall entitle Bayer and Dow AgroSciences, as appropriate, to patent infringement damages or an accounting of profits to the full extent authorized by the Patent Act, R.S.C., 1985, c. P-4. Grower will also be liable for all breach of contract damages.

If Grower is found by any court to have infringed one or more of the Canadian patents, PBRs or other product/technology rights covering Bayer Technologies or otherwise to have breached this Agreement, Grower agrees to pay Bayer and the licensed Bayer Technologies provider(s) and Dow AgroSciences, as appropriate, their legal fees and disbursements related to the case plus any other expenses incurred in the investigation of the breach and/or infringement.

This Agreement and the parties’ relationship shall be governed by the laws of the Province of Alberta and Canada (without regard to the choice of law rules).

The failure of Bayer or any owners of patents to exercise one or more of its rights under this Agreement on one or more occasions shall not be deemed a waiver on the part of Bayer or such patent owner to exercise such right(s) on any subsequent occasion.

This Agreement, along with provisions in the TUG and/or on Seed bag and/or tag, incorporated into this Agreement, encompass the entire agreement of the parties, and supersede all previous understandings and agreements between the parties, whether oral or written. Grower also agrees that such provisions (the terms, warranties, and disclaimers and limitations as to warranties, damages, and remedies) are terms and conditions of sale and cannot be modified or amended at any time except in writing signed by Bayer.

Grower will comply with all applicable provincial, federal, and local laws, rules, regulations, and executive and administrative orders when performing Grower’s obligations under this Agreement.

As a condition precedent to Grower or any other person with an interest in Grower’s crop asserting any claim, action, or dispute against Bayer and/or any seller of Seed regarding performance or non-performance of Bayer Technologies or Seed, Grower must provide a written, prompt, and timely notice to Bayer (regarding performance or non-performance of the Bayer Technologies) and to the seller of any Seed (regarding performance or non-performance of the Seed) within sufficient time to allow an in-field inspection of the crop(s) about which any controversy, claim, action, or dispute is being asserted. The notice will be timely only if it is delivered 15 days or less after Grower first observes the issue(s) regarding performance or non-performance of the Bayer Technologies and/or the Seed. The notice shall include a statement setting forth the nature of the claim, name of the Bayer Technologies, and Seed hybrid or variety. Grower must deliver the notice to Bayer CropScience Inc., Attn: Trait Operations, #130, 160 Quarry Park Blvd. SE, Calgary, AB T2C 3G3.

Bayer warrants the Bayer Technologies licensed hereunder only to the extent specifically set forth on the Seed bag, label and/or tag and warrants that the Bayer Technologies will perform only as specifically set forth in the TUG when used in accordance with directions. This warranty applies only to Bayer Technologies contained in Seed that has been purchased from Bayer or from Seed companies licensed by Bayer, or Bayer’s or the Seed company’s authorized dealers and distributors (collectively “Sellers”). EXCEPT FOR THE EXCLUSIVE WARRANTY SET FORTH ABOVE, BAYER DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTY OF MERCHANTABILITY; (B) THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) THE IMPLIED WARRANTY AGAINST INFRINGEMENT. FOR SEED CONTAINING BAYER TECHNOLOGIES, THIS WARRANTY IS VOID IF THE GROWER: (A) APPLIES OR AUTHORIZES A THIRD PARTY TO APPLY ANY SEED ENHANCEMENT, SEED TREATMENT, OR SEED COATING (WHETHER CHEMICAL OR BIOLOGICAL) TO SEED THAT BAYER HAS NOT RECOMMENDED OR APPROVED; (B) ALLOWS A THIRD PARTY WHO BAYER HAS NOT AUTHORIZED TO APPLY ANY SEED ENHANCEMENT, SEED TREATMENT, OR SEED COATING (WHETHER CHEMICAL OR BIOLOGICAL) TO THE SEED, WHETHER OR NOT BAYER HAS RECOMMENDED OR APPROVED THE SEED ENHANCEMENT, SEED TREATMENT, OR SEED COATING; OR (C) REPACKAGES OR ALLOWS A THIRD PARTY THAT BAYER HAS NOT AUTHORIZED TO REPACKAGE THE SEED.

BAYER AND/OR ANY SELLER’S TOTAL LIABILITY AND GROWER’S SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL LOSSES, INJURIES, AND/OR DAMAGES ARISING OUT OF THE PURCHASE OR USE OF SEED CONTAINING BAYER TECHNOLOGIES, OR OTHERWISE ARISING OUT OF BREACH BY BAYER AND/OR SELLER OF THE EXCLUSIVE WARRANTY SET FORTH ABOVE, HOWEVER SUCH LIABILITY MAY ARISE, WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY OF RECOVERY OR REMEDY, SHALL BE, AT THE ELECTION OF BAYER AND/OR SELLER, THE PURCHASE PRICE PAID BY GROWER FOR THE SEED (AS SET FORTH IN THE APPLICABLE INVOICE) OR REPLACEMENT OF THE SEED. BAYER AND/OR SELLER SHALL NOT BE LIABLE TO GROWER AND/OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, RELIANCE, REMOTE, EXEMPLARY, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES. Grower agrees that if the purchase price paid by Grower for the Seed or replacement Seed is provided in full, the remedy and essential purpose of this subsection will be satisfied.

Any CLAIM, SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING IN ANY WAY WITH THIS AGREEMENT AND/OR THE USE OF THE SEED OR THE BAYER TECHNOLOGIES SHALL EXCLUSIVELY BE BROUGHT IN THE COURT OF KING’S BENCH OF ALBERTA OR THE FEDERAL COURT OF CANADA, AS APPLICABLE. THE PARTIES WAIVE AND AGREE NOT TO RAISE ANY OBJECTION THAT EITHER MIGHT NOW OR HEREINAFTER HAVE TO THE BRINGING OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT.

This Rider will remain in effect until either Grower or FGI chooses to terminate the Rider, as provided below.

FGI or Bayer may unilaterally revise the terms and conditions of this Rider, including the Agreement and TUG incorporated herein, from time to time. FGI or Bayer will notify Grower of any amended terms, including information regarding new and existing FGI Technologies and any additions or deletions to the Canadian patents licensed under this Rider by posting such amended terms on https://traits.bayer.ca and/or by notifying Grower of any amended terms by mail, electronic mail, text messages or other means. If Grower has provided FGI or Bayer an email address or cell phone number in conjunction with the Agreement or this Rider, FGI or Bayer may send Rider amendments and new stewardship information to Grower by email, text message or mail. Grower’s continued use of FGI Technologies after notification of any amended terms constitutes Grower’s agreement to be bound by the amended terms of this Rider.

Grower may not transfer its rights or obligations to anyone else without the written consent of FGI. If Grower’s rights or obligations are transferred with FGI’s consent or by operation of law, this Rider is binding on the person or entity receiving the transferred rights or obligations.

If any provision of this Rider is determined to be void or unenforceable, the remaining provisions shall remain in full force and effect.

Grower may terminate this Rider effective immediately by delivering written notice to FGI. Grower must deliver the notice of termination to Bayer CropScience Inc., Attn: Trait Operations, #130, 160 Quarry Park Blvd. SE, Calgary, AB T2C 3G3. FGI may terminate this Rider for any reason, in whole or in part, by delivering written notice to Grower. Upon termination, whether by Grower, Bayer, or FGI, Grower’s responsibilities and the other terms herein shall survive (such as but not limited to Grower’s obligation to use Alfalfa Seed for a single commercial crop) as to Alfalfa Seed previously purchased or used by Grower. If Grower breaches the terms of this Rider, FGI may terminate effective immediately Grower’s rights under this Rider. Grower will not be entitled to obtain a future limited-use license from FGI unless FGI provides Grower with specific written notice expressly recognizing the breach and termination of this Rider and granting a new limited-use license. Grower expressly acknowledges that Grower’s submission of a new Technology Stewardship Agreement or Rider and FGI’s or Bayer’s issuance of a new license number shall not satisfy the specific written notice reference above and that any such action shall have no legal effect. If Grower is found by any court to have breached any term of this Rider and/or to have infringed one or more of the Canadian patents or PBRs covering FGI Technologies, Grower agrees that, among other things, FGI and Bayer, as appropriate, shall be entitled to interim, interlocutory, and permanent injunctions enjoining Grower and any individual and/or entity acting on Grower’s behalf or in concert therewith from making, using, selling, or offering Alfalfa Seed for sale. Additionally, Grower agrees that any finding of patent infringement by Grower shall entitle Bayer and FGI, as appropriate, to patent infringement damages or an accounting of profits to the full extent authorized by the Patent Act, R.S.C., 1985, c. P-4. Grower will also be liable for all breach of contract damages.

If Grower is found by any court to have infringed one or more of the Canadian patents or PBRs covering FGI Technologies or otherwise to have breached any term of this Rider, Grower agrees to pay FGI and Bayer, as appropriate their legal fees and disbursements related to the case plus any other expenses incurred in the investigation of the breach and/or infringement.

This Rider and the parties’ relationship shall be governed by the laws of the Province of Alberta and Canada (without regard to the choice of law rules). ANY CLAIM, SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING IN ANY WAY WITH THIS RIDER, AGREEMENT, FGI, THE ALFALFA SEED AND/OR THE USE OF THE SEED OR THE FGI TECHNOLOGIES SHALL EXCLUSIVELY BE BROUGHT IN THE COURT OF KING’S BENCH OF ALBERTA OR THE FEDERAL COURT OF CANADA, AS APPLICABLE. THE PARTIES WAIVE AND AGREE NOT TO RAISE ANY OBJECTION THAT EITHER MIGHT NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT.

The failure of FGI or Bayer or any owners of patents or PBRs to exercise one or more of its rights under this Agreement on one or more occasions shall not be deemed a waiver on the part of FGI or Bayer or such patent owner to exercise such right(s) on any subsequent occasion.

This Agreement and Rider, along with provisions in the TUG and/or on bag tags, which are incorporated herein, encompass the entire agreement of the parties, and supersede all previous understandings and agreements between the parties, whether oral or written. Grower hereby acknowledges and represents that Grower has not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement and Rider, made by or on behalf of any other party or any other person or entity whatsoever, prior to Grower’s signing of this Agreement and Rider or purchasing Alfalfa Seed pursuant to the license granted hereunder. Grower also agrees that such provisions (the terms, warranties, and disclaimers and limitations as to warranties, damages, and remedies) are terms and conditions of sale and cannot be modified or amended at any time except in writing by FGI or Bayer.

As a condition precedent to Grower or any other person with an interest in Grower’s crop asserting any claim, action, or dispute against FGI and/or any seller of Alfalfa Seed regarding performance or non-performance of FGI Technologies or Alfalfa Seed, Grower must provide a written, prompt, and timely notice to FGI (regarding performance or non-performance of the FGI Technologies) and to the seller of any Alfalfa Seed (regarding performance or non-performance of the Alfalfa Seed) within sufficient time to allow an in-field inspection of the crop(s) about which any controversy, claim, action, or dispute is being asserted. The notice will be timely only if it is delivered 15 days or less after Grower first observes the issue(s) regarding performance or non-performance of the FGI Technology and/or the Alfalfa Seed. The notice shall include a statement setting forth the nature of the claim, name of the FGI Technology, and Alfalfa Seed hybrid or variety. Grower must deliver the notice to Bayer CropScience Inc., Attn: Trait Operations, #130, 160 Quarry Park Blvd. SE, Calgary, AB T2C 3G3.

FGI warrants the FGI Technology licensed hereunder only to the extent specifically set forth on the Seed bag and/or tag and warrants that the FGI Technologies licensed hereunder will perform as specifically set forth in the TUG when used in accordance with directions. This warranty applies only to HarvXtra® Alfalfa with Roundup Ready® Technology contained in planting Alfalfa Seed that has been purchased from FGI and Seed companies licensed by FGI, or FGI’s or the Seed company’s authorized dealers or distributors. EXCEPT FOR THE EXPRESS WARRANTIES IN THE LIMITED WARRANTY SET FORTH ABOVE, FGI MAKES NO OTHER WARRANTIES OF ANY KIND, AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY PATENTS. THIS WARRANTY IS VOID IF THE SEED IS REPACKAGED BY ANY PARTY OTHER THAN FGI OR PARTIES AUTHORIZED BY FGI.

THE EXCLUSIVE REMEDY OF GROWER AND THE LIMIT OF THE LIABILITY OF FGI OR ANY SELLER FOR ANY AND ALL LOSSES, INJURY OR DAMAGES RESULTING FROM THE USE OR HANDLING OF ALFALFA SEED (INCLUDING CLAIMS BASED IN CONTRACT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, TORT, OR OTHERWISE) SHALL BE THE PRICE PAID BY GROWER FOR THE QUANTITY OF THE ALFALFA SEED INVOLVED OR, AT THE ELECTION OF FGI OR THE SEED SELLER, THE REPLACEMENT OF THE ALFALFA SEED. IN NO EVENT SHALL FGI OR ANY SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES.

This Rider will remain in effect until either Grower or KWS chooses to terminate the Rider, as provided below.

KWS may unilaterally revise the terms and conditions of this Rider, including the Agreement and TUG incorporated herein, from time to time. KWS or Bayer will notify Grower of any amended terms by posting such amended terms on https://traits.bayer.ca and/or by notifying Grower of any amended terms by mail, electronic mail, text messages or other means. If Grower has provided KWS or Bayer an email address or cell phone number in conjunction with the Agreement or this Rider, KWS or Bayer may send Rider amendments and new stewardship information to Grower by email, text message or mail. Grower’s continued use of KWS Technologies after notification of any amended terms constitutes Grower’s agreement to be bound by the amended terms of this Rider.

Grower may not transfer its rights or obligations to anyone else without the written consent of KWS. If Grower’s rights or obligations are transferred with KWS’s consent or by operation of law, this Rider is binding on the person or entity receiving the transferred rights or obligations.

If any provision of this Rider is determined to be void or unenforceable, the remaining provisions shall remain in full force and effect.

Grower may terminate this Rider effective immediately by delivering written notice to KWS. Grower must deliver the notice of termination to Bayer CropScience Inc., Attn: Trait Operations, #130, 160 Quarry Park Blvd. SE, Calgary, AB T2C 3G3. KWS may terminate this Rider for any reason, in whole or in part, by delivering written notice to Grower. Upon termination, whether by Grower, Bayer, or KWS, Grower’s responsibilities and the other terms herein shall survive (such as but not limited to Grower’s obligation to use Sugarbeet Seed for a single commercial crop) as to Sugarbeet Seed previously purchased or used by Grower. If Grower breaches the terms of this Rider, KWS may terminate effective immediately Grower’s rights under this Rider. Grower will not be entitled to obtain a future limited-use license from KWS unless KWS provides Grower with specific written notice expressly recognizing the breach and termination of this Rider and granting a new limited-use license. Grower expressly acknowledges that Grower’s submission of a new Technology Stewardship Agreement or Rider and KWS’s issuance of a new license number shall not satisfy the specific written notice reference above and that any such action shall have no legal effect. If Grower is found by any court to have breached any term of this Rider and/or to have infringed one or more of the Canadian patents covering KWS Technologies, Grower agrees that, among other things, KWS shall be entitled to interim, interlocutory, and permanent injunctions enjoining Grower and any individual and/or entity acting on Grower’s behalf or in concert therewith from making, using, selling, or offering Sugarbeet Seed for sale. Additionally, Grower agrees that any finding of patent infringement by Grower shall entitle Bayer and KWS, as appropriate, to patent infringement damages or an accounting of profits to the full extent authorized by the Patent Act, R.S.C., 1985, c. P-4. Grower will also be liable for all breach of contract damages.

If Grower is found by any court to have infringed one or more of the Canadian patents covering KWS Technologies or otherwise to have breached any term of this Rider, Grower agrees to pay KWS as appropriate, their legal fees and disbursements related to the case plus any other expenses incurred in the investigation of the breach and/or infringement.

This Rider and the parties’ relationship shall be governed by the laws of the Province of Alberta and Canada (without regard to the choice of law rules). ANY CLAIM, SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING IN ANY WAY WITH THIS RIDER, AGREEMENT, KWS TECHNOLOGIES, THE SUGARBEET SEED AND/OR THE USE OF THE SEED OR THE KWS TECHNOLOGIES SHALL EXCLUSIVELY BE BROUGHT IN THE COURT OF KING’S BENCH OF ALBERTA OR THE FEDERAL COURT OF CANADA, AS APPLICABLE. THE PARTIES WAIVE AND AGREE NOT TO RAISE ANY OBJECTION THAT EITHER MIGHT NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT.

The failure of KWS or any owners of patents to exercise one or more of its rights under this Rider on one or more occasions shall not be deemed a waiver on the part of KWS or such patent owner to exercise such right(s) on any subsequent occasion.

This Agreement and Rider, along with provisions in the TUG and/or on package labels, if applicable, which are incorporated herein, encompass the entire agreement of the parties, and supersede all previous understandings and agreements between the parties, whether oral or written. Grower hereby acknowledges and represents that Grower has not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement and Rider, made by or on behalf of any other party or any other person or entity whatsoever, prior to Grower’s signing of this Agreement and Rider or purchasing Sugarbeet Seed pursuant to the license granted hereunder. Grower also agrees that such provisions (the terms, warranties, and disclaimers and limitations as to warranties, damages, and remedies) are terms and conditions of sale and cannot be modified or amended at any time except in writing by KWS or Bayer.

As a condition precedent to Grower or any other person with an interest in Grower’s crop asserting any claim, action, or dispute against KWS and/or any seller of Sugarbeet Seed regarding performance or non-performance of KWS Technologies or Sugarbeet Seed, Grower must provide a written, prompt, and timely notice to KWS (regarding performance or non-performance of the KWS Technologies) and to the seller of any Sugarbeet Seed (regarding performance or non-performance of the Sugarbeet Seed) within sufficient time to allow an in-field inspection of the crop(s) about which any controversy, claim, action, or dispute is being asserted. The notice will be timely only if it is delivered 15 days or less after Grower first observes the issue(s) regarding performance or non-performance of the KWS Technologies and/or the Sugarbeet Seed. The notice shall include a statement setting forth the nature of the claim, name of the KWS Technologies, and Sugarbeet Seed product. Grower must deliver the notice to Bayer CropScience Inc., Attn: Trait Operations, #130, 160 Quarry Park Blvd. SE, Calgary, AB T2C 3G3.

KWS warrants the KWS Technologies licensed hereunder only to the extent specifically set forth on the Seed container and/or package label and warrants that the KWS Technologies licensed hereunder will perform only as specifically set forth in the TUG when used in accordance with directions. This warranty applies only to Roundup Ready® Sugarbeets contained in planting Sugarbeet Seed that has been purchased from KWS and Seed companies licensed by KWS, or KWS’s or the Seed company’s authorized dealers or distributors. EXCEPT FOR THE EXPRESS WARRANTIES IN THE LIMITED WARRANTY SET FORTH ABOVE, KWS MAKES NO OTHER WARRANTIES OF ANY KIND, AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY PATENTS. THIS WARRANTY IS VOID IF THE SEED IS REPACKAGED BY ANY PARTY OTHER THAN KWS.

THE EXCLUSIVE REMEDY OF GROWER AND THE LIMIT OF THE LIABILITY OF KWS OR ANY SELLER FOR ANY AND ALL LOSSES, INJURY OR DAMAGES RESULTING FROM THE USE OR HANDLING OF SUGARBEET SEED (INCLUDING CLAIMS BASED IN CONTRACT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, TORT, OR OTHERWISE) SHALL BE THE PRICE PAID BY GROWER FOR THE QUANTITY OF THE SUGARBEET SEED INVOLVED OR, AT THE ELECTION OF KWS OR THE SEED SELLER, THE REPLACEMENT OF THE SUGARBEET SEED. IN NO EVENT SHALL KWS OR ANY SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES.