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Northwind v. Halberd, supply dispute

Matter 2026-0417, commercial litigation

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Master supply agreement

Northwind Freight B.V. and Halberd Components GmbH

Privileged
14.3 Limitation of liability. Neither party's total liability under this Agreement shall exceed the fees paid in the deleted: three (3) inserted: twelve (12) months before the claim arose. This cap does not apply to inserted: breach of clause 9 (Confidentiality), fraud or wilful misconductinserted: , and no claim is barred for want of notice given within ninety (90) days.
To
Ines Varga, Varga Lindqvist
Re
Northwind / Halberd: proposed amendment to clause 14.3
Encl.
Clause 14.3, 0 of 3 edits decided

Dear Ms Varga,

Further to our call, please find our proposed amendment to clause 14.3 of the supply agreement. Flagged as personal data: Our client's operations lead, Tomas Reyes (+31 6 1234 5678), can confirm the shortfall figures on request.

Flagged as privileged: We think the cap is unlikely to survive the diversion of stock. We look forward to your client's response by 31 October.

Kind regards,
Castell Rowe LLP

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Assistant

You asked: Can Northwind recover the full cost of the March shortfall, or does the cap bite?

Probably not in full. Liability is capped at three months' fees, about €410,000 on the current run rate, against a claimed loss of €1.2m.

The cap doesn't apply to wilful misconduct, and Halberd's own email shows it moved Northwind's allocated stock to another buyer. The agreement renewed on 1 January, so the current terms apply. I found a case striking down a similar cap, but couldn't confirm it exists. Don't rely on it.

  1. 1.Master supply agreement, p. 22, clause 14.3Unread
  2. 2.Halberd internal email, 4 Mar 2026, Disclosure bundle, tab 7Unread
  3. 3.Master supply agreement, p. 3, clause 2.2Unread
  4. 4.Brennan Freight v. Ostmark AG (2021), ¶ 18, as citedUnread

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The redacted note and clause 14.3 go to Ines Varga. Sent email can't be recalled.

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