Under what circumstances will Ben Jerrys have financial liability for damages resulting from the unavailability of Products?

According to Ben Jerrys's 2025 Franchise Disclosure Document, Ben Jerrys will have financial liability for damages resulting from the unavailability of products only in the case of their negligence. This means that if the unavailability of products is due to a reason other than Ben Jerrys's direct negligence, such as issues with affiliates, suppliers, or distributors, or general inability to meet an order, Ben Jerrys will not be financially liable.

However, even in cases of negligence, the liability is capped. The maximum amount of damages Ben Jerrys will pay is limited to the agreement amount of the price that would have been invoiced to the franchisee if the products had been delivered. This clause protects Ben Jerrys from potentially large or unforeseen damage claims due to product shortages or delivery issues.

This type of limitation of liability is common in franchise agreements. It is important for a prospective Ben Jerrys franchisee to understand that while Ben Jerrys aims to provide products in a timely manner, various factors can affect availability, and Ben Jerrys's financial responsibility is limited to specific circumstances and capped at a defined amount.