§ 82.002.Manufacturer's Duty to Indemnify

The seller indemnity, and it is one of the strongest indemnity provisions in Texas law.

A manufacturer shall indemnify and hold harmless a seller against loss arising out of a products liability action — except for any loss caused by the seller's negligence, intentional misconduct, or other act or omission, such as negligently modifying or altering the product, for which the seller is independently liable.

"Loss" includes court costs and other reasonable expenses, reasonable attorney fees, and any reasonable damages. The defence costs are covered, not only the judgment.

Subsection (e) is what makes the duty unusual: it applies without regard to the manner in which the action is concluded, and is in addition to any duty to indemnify established by law, contract, or otherwise.

"Without regard to the manner in which the action is concluded" means the seller is indemnified even if it wins. A retailer dismissed from a products case still recovers its defence costs from the manufacturer, and no finding of a defect is required.

Subsection (g) removes the last obstacle: a seller is entitled to recover from the manufacturer the costs, fees, and damages incurred to enforce its right to indemnification. The fees of the indemnity fight are themselves indemnified.

Subsection (f) imposes one obligation on the seller: reasonable notice to the manufacturer of a product claimed to be defective, unless the manufacturer has been served or otherwise has actual notice.

A partial assembler is a seller under subsection (d), and damages awarded by the trier of fact are deemed reasonable on final judgment under subsection (c).