HomeMy WebLinkAboutResolution - 2002-R0562 - Contract For LP&L Brandon Station Turbine Controls - GE Global Controls SeResolution No. 2002-RO562
December 19, 2002
Item No. 28
RESOLUTION
IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
i to execute for and on behalf of the City of Lubbock, a Contract for LP&L
n Station turbine controls upgrade, by and between the City of Lubbock and GE
Controls Services of Loveland, Colorado and related documents. Said Contract is
d hereto and incorporated in this resolution as if fully set forth herein and shall be
d in the minutes of the City Council.
assed by the City Council this 19th day of December , 2002.
A C MCDO GAL, MAYOR
TTEST:
AS TO CONTENT:
Kilman, Patrchasing Manager
WED AS TO FORM:
Attorney
gs:/ccdocs/Contrrct-GE Global Controls.res
Doc. 12, 2002
oftCity of Lubbock
PURCHASE OR
GE GLOBAL CONTROLS SERVICES
3800 N WILSON AVENUE
LOVELAND CO 80538
INVOICE TO: CITY
ACCOU
P.O.
LUBEC
Resolution No. 2002—R0562
Page 1
E R Date 12/12/02
Order No. - 235327-000 OP
Brn/Plt - 3511
SHIP TO:
CITY OF LUBBOCK
LP&L BRANDON STATION
3208 14TH STREET
LUBBOCK TX 79406
............................................
Ordered 12/12/02 Freight FOB Destination Frt Prepaid
Requested - 03/31/03 Placed By - RON SHUFFIELD 775-2170
Special Ins Reference RFP#245-02/RS -P&L Brandon Sta. Turbine Controls
---------------------------------------.................................
Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt
........................... ......... — ---- — --............. -- .......
Turbine Controls Upgrade EA .0000 EA 149,500.00 03/31/03
LP&L Brandon Station Turbine Controls Upgrade
This purchase order encumbers funds in the amount of $149,500.00, for the upgrade of LP&L's, Brandon Station
turbine controls, awarded to G.E. Global Controls Services, on December 19, 2002, in accordance with your
response to RFP#245.02/RS, LP&L Brandon Station Turbine Controls Upgrade. The following are incorporated
Into and made part of this purchase order by reference: Proposal submitted by your firm Including the Proposal
Form, Specifications, and General Conditions of RFP #245-02/RS.
CITY OF BBOCK ATTEST:
NlafcMcDougal, M yor Rebecca Garza, City Secretary ,
APPROVED AS TO ORM:
(nig ... ht. Assistant... Attorney
Total Order
Terms NET 30 149,500.00
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TEXAS
Seller and Buyer agree as follows:
1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good
commercial practice. Each shipping container shall be clearly and permanently marked as
follows (a) Seller's name and address, (b) Consignce's name, address and purchase order or
purchase release number and the supply agreement number if applicable, (c) Container number
and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container
bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods
shall be suitably packed to secure lowest transportation costs and to confirm with
requirements of common carriers and any applicable specifications. Buyer's count or weight
shall be final and conclusive an shipments not accompanied by packing lists.
2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the
goods under reservation and no tender of a bill of lading will operate as a tender of goods.
3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer
until Buyer actually receives and takes possession of the goods at the point or paints of
delivery.
4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must
fidly comply with all provisions of this contract as to time of delivery, quality mad the like. If a
tender is made which does not fully conform, this shall constitute a breach and Seller shall not
have the right to substitute a conforming tender, provided, where the time for performance has
not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then
make a conforming tender within the contract time but not afterward.
S. INVOICES & PAYMENTS.
a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase
Meow after each delivery. Invoices shall indicate the purchase order or purchase release
number and the supply agreement number if applicable. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the
freight waybill when applicable, should be attached to the invoice. Mail To: Accounts
Payable, City of Lubbock, P.O. Box 2000. Lubbock, Texas 794S7. Payment shall mat be due
until the above instruments are submitted after delivery.
6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without
liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts
or otherwise, were offered at given by the Seiler, or any agent or representative of the Seller,
to any officer or employee of the City of Lubbock with a view to securing a contract or
sawing favorable treatment with respect to the awarding or amending, or the making of any
determinations with respect to the performing of such a contract In the event this contract is
canceled by Buyer pursuant to this provision. Buyer shall be entitled, in addition to any other
rights and remedies, to recover or withhold the amount of the cost incurred by Seiler in
providing such gratuities.
7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the
cost of any special tooling or special test equipment fabricated or required by Seller for the
purpose of filling this order, such special tooling equipment and any process shects related
thereto shall become the property of the Buyer aid to the extent feasible shall be identified by
the Seller as such.
8. WARRANTY -PRICE.
a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seger
warrants to be no higher thin Seller's current process on orders by others for products of the
kind and specification covered by this agreement for similar quantities under similar of like
conditions and methods of purchase. In the event Seiler breaches this warranty, the prices of
the items shall be reduced to the Seller's current prices on orders by others, or in the
alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's
actual expense.
b. The Seller warrants that no person or selling agency has been employed or retained to
.solicit or secure this contras upon an agreement or understanding for commission. peaceruage,
brokerage, or contingent fee excepting bona fide employers of bona fide established
rnmmercial or selling agencies maintained by the Sella for the purpose of securing business.
For breach of vitiation of this warranty the Buya shall have the right in addition to any other
right of rights to cancel this contract without liability and to deduct from the contract price, or
otherwise recover without liability and to deduct from the contract price. or otherwise recover
the full amount of such commission, percentage, brokerage or contingent foe.
9. WARRANTY -PRODUCE. Sella shall not limit or exclude any implied warranties and any
attempt to do so shall moda this cornract voidable of the option of the Buyer. Seller warrants
that the goods furnished will conform to the specification, drawings, aid descriptions listed in
the bid'mvitation, and to the samples) f nuished by the Sella, irony. In the event of a conflict
or between the specifications, drawings, and descriptions, the specifications shall gover.
Notwithstanding any provisions contained in the contractual agreement. the Seger represents
and warrants fault -for performance and fault -five result in the processing date and date related
data (including, but not limited to calculating, comparing and sequencing) of all budwame,
software and firmware products delivered and services provided under this Contract,
individually or in combination, as the case may be from the effective date of this Contract.
Also, the Seller warrants the ycw2000 calculations will be recognized and accommodated and
will not, in any way, result in hardware, software or f rmwam railume. The City of Lubbock at
its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to
follow in order to comply with all the obligations contained herein. The obligation contained
herein apply to products and saviors provided by the Seller, its sub -Seller or any third party
involved in the creation or development of the products and services to be delivered to the City
of Lubbock under this Contract. Failure to comply with any of the obligations contained
herein, may result in the City of Lubbock availing itself of any of its rights undo the law and
under this Contract including, but not limited to, its right pertaining to rumination or default
The warranties contained herein are separate and discrete from any other warranties specified
in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or
limitation of the Seller's liability which may be specified in this Contract, its appexediees, its
schedules, its annexes or any document incorporated in this Contract by reference.
10, SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shop conform to
the standards promulgated by the U. S. Department of Labor under the Occupational Safety
and Health Act of 1970. In the event the product does not conform to OSHA standards. Buyer
may return the product for correction or replacement at the Seller's expense. In the event
Seger fails to make the appropriate correction within a reasonable time, correction made by
Buyer will be at the Seller's expense.
11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pan of this contract for
sale Seller agrees to ascertain whether goods manufactured in accordance with the
specifications attached to this agreement will give rise to the rightflrl claim of any third person
byway of infringement of the like. Buyer makes no warranty that the production of goods
according to the specification will not give rise to such a claim, and in no event shall Buyer be
liable to Seller for indemnification in the event that Seller is sued on the grounds of
infringement of the like. If Seller is of the opinion that an infringement or the like will result.
he will notify the Buyer to this effect in writing within two weeks after the signing of this
agreement If Buyer does not receive notice and is subsequently held liable for the
infringement or the like. Seller will save Buyer harmless. If Seller in goad faith ascertains the
production of the goods in accordance with the specifications will result in infringement or the
like, the contract shall be null and void.
12. RIGHT OF INSPECTION. Buyer shall have the right 10 inspect the goods at delivery before
accepting them.
13. CANCELLATION. Buyer shall have the right to cancel for default all or any pan of the
undelivered portion of this order if Seller breaches any of the terms hercof including warranties
of Seller or if the Seller becomes insolvent or commits acts ofbankruptcy. Such right of
cancellation is in addition to and not in Eeu of any other remedies which Buyer may have: in
law or equity.
14. TERMINATION. The performance of work under this order maybe terminated in whole, or in
pan by the Buyer in accordance with this provision. Terdnation of work hereunder shall be
effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to
which performance of wank under the order is terminated and the date upon which such
termination becomes effective. Such right or termination is in addition to and not in lieu of the
rights of Buyer set forth in Clause 13. herein.
15. FORCE MAJEURE. Neither pony shall be held responsible for losses, resulting if the
faffiliment of any tern of provisions of this contract is delayed or prevented by any cause not
within the control of the party whose performance is interfacd with. and which by the exercise
of reasonable diligence sold party is unable to prevent
16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or
delegation of any obligation nude by Seller without the written permission of the Buyer. Any
attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all
purpose unless made in conformity with this paragraph.
17. WAIVER. No claim or right *rising out of a breach of this contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waver or renunciation is
supported by consideration and is in writing signed by the aggrieved party.
18. INTERPRETATION -PAROLE EVIDENCE. This writing. plus any specifications for bids anal
perfomunce provided by Buyer in its advertisement for bids, and any other documents
provided by Seller as par of his bid, is intended by the parties as a Jimal expression of their
agreement and intended also as a complete and exclusive statement of ibe teams of their
agreement Whenever a term defiled by the Uniform Commercial Code is used in this
agreement. the definition contained in the Code is to control.
19. APPLICABLE LAW. This agreement shall be governed d by the Uniform Commercial Code.
Where ever the team "Uniform Commercial Code" is used. it shall be construed as meaning the
Uniform Coameacial Code as adopted in the State of Texas as effective and in force on the
date of this agtoement
20. RIGHT TO ASSURANCE. Whenever one party to rids contract in good faith has reason to
question the other party's intent to perform he may demand that the other party give written
assurance of his intent to perfomt In the event that a demand is made and no assurance is
given within five (S) days, the demanding party may new this failure as an anticipatory
repudiation of the contract.
21. INDEMNIFICATION. Seller shall indemnify. keep and save harmless the Buyer. its agents.
officials and employees, against all injuries, deaths. lass, damages, claims, patent claims, suits.
liabilities. Judgments, corn and expenses, which nay in anywise accrue against the Buyer in
consequence of the granting of this Contract or which may anywise result therefiemm, whether
or not it shall be alleged of determined that the an was caused through negligrtce or omission
of the Seller or its employers, or of the subSeller or assigrue or its employees, if any, and the
Sella shall. at his own expense, appear. defend and pay all charges of amomeys and all costs
wul other expenses wising therefrom of inured in connection dmvwitb, and, if any judgment
shall be tendered against the Buyer in any such action. the Seller shall, at its own expmsm
swisly and discharge the same Seller expressly undent*ads and agrees that any bond required
by this contract, or otherwise provided by Sella. shall in no way Emit the responsibility to
iadcmmify. keep and save harmless and defend the Buyer as herein provided.
22. TIME. It is hereby expressly agreed and understood that time is of the essence for the
perfomance of this connscL and failure by contract to meet the time specifications of this
agreement will cause Seller to be in default of" agreement.
23. MBE. The City or Lubbock hereby notifies all bidden that in regard to any contract entered
into pursuant to this request, minority and women business enterprises will be afforded equal
opportunities to submit bids in response to this imitation and w01 not be discriminated against
an the grounds of race. color. sex or natural origin in consideration for an award.
1000250
TERMS AND CONDITIONS FOR SALE OF PARTS Resolution No. 2002—RO562
GE FORM 33C (Rev. 2001)
NOTICE 1: Sale of any Parts (as defined in Section 14.6 below) and or services identified herein is expressly conditioned on the Buyer's assent to the terms and
conditions contained or referred to herein (hereinafter "Terms and Conditions"). Any additional or different terms or conditions proposed by Buyer are expressly
objected to and will not be binding upon Seller unless specifically assented to in writing by Seller's authorized representative. Any order for, or any statement of
Intent to purchase hereunder, or any direction to perform work or any assent to Seller's performance of work shall constitute assent to these Terms and Conditions.
Unless otherwise specified in writing by Seller, any quotation by Seller shall expire 30 days from its date and may be modified or withdrawn by Seller prior to receipt
of Buyer's acceptance.
NOTICE 2: The Parts sold hereunder are not intended for application, and shall not be used, In connection with any nuclear facility or activity except as expressly
provided in Article 9 (Prohibition on Nuclear Use).
1. PAYMENT
1.1
(i) For Domestic Transactions: Except as otherwise provided in
Seller's proposal or the Agreement, Buyer shall pay Seller the
agreed purchase price in cash, in United States of America ("U.S.")
Dollars, without right of set-off, in full within thirty (30) days after
shipment. For the purposes of payment, shipment is defined as the
date the bill of lading is signed by the carrier covering the shipment
of the last major component of each Part. As used herein, a
"Domestic Transaction" shall mean any transaction in which both
Buyer and Seller are domiciled in the same country.
(ii) For International Transactions: Unless Seller's order
acknowledgement permits payment by check, cash, wire transfer, or
electronic fund transfer, payment shall be made in U.S. Dollars upon
presentation of the specified documents against one or more
irrevocable letters of credit issued or confirmed by a U.S. bank
acceptable to Seller ("Letter of Credit"), which Letter of Credit shall
(a) be established by Buyer, at Buyer's expense (including
confirmation charges), (b) be opened sixty (60) days prior to the
earliest scheduled shipment and (c) remain in effect until ninety (90)
days after the latest scheduled shipment. The Letter of Credit shall
provide for partial payments pro rata on partial deliveries and for the
payment of any charges for storage, export shipment, price
adjustments, cancellation or termination, and all other payments due
from Buyer under any agreement of which these Terms and
Conditions are a part ("Agreement") against Seller's invoice and
certification of the charges and grounds for such payment. Buyer
will increase the amount(s) and/or extend the validity period(s) and
make appropriate modifications to any Letter of Credit within thirty
(30) days of Seller's notification that such is necessary to provide for
payments to become due. As used herein, an "International
Transaction" is any transaction in which Buyer and Seller are
domiciled in separate countries.
1.2 If Buyer fails to fulfill any condition of its payment obligations,
Seller may suspend performance and delivery. Any cost incurred by
Seller in accordance with such suspension (including storage costs)
shall be payable by Buyer upon submission of Seller's invoices.
Performance of Seller's obligations shall be extended for a period
equaling the period of Buyer's nonfulfillment of any portion of the
payment terms of the Agreement, whether or not Seller suspends
performance, and such additional time as may be reasonably
necessary in the circumstances. If Buyer does not correct such
failure in the manner and time satisfactory to Seller, then Seller may,
at its option, terminate the transaction in respect to the portion of the
Parts not delivered and work not yet performed. Buyer shall pay
Seller its reasonable and proper termination charges in the event of
such termination.
1.3 If Buyer's financial condition or payment practices at any time
do not justify continuation of the work to be performed by Seller on
the terms of payment set forth above, Seller may require full or
partial payment in advance or shall be entitled to terminate this
Agreement. If Buyer becomes bankrupt or insolvent, or if any
proceeding is brought against Buyer, voluntarily or involuntarily,
under the bankruptcy laws or any insolvency laws, Seller shall be
entitled to terminate this Agreement. Buyer shall pay Seller its
reasonable and proper termination charges in the event of such
termination.
L TAXES AND DUMES
2.1 Seller shall be responsible for, and shall pay directly, any and all
corporate and individual taxes that are measured by net income or
profit imposed by any governmental authority of any country on
Seller, its employees or subcontractors due to the execution of any
agreement or the performance of or payment for work hereunder (the
"Seller Taxes"). If Buyer deducts or withholds Seller Taxes, Buyer
shall furnish within one month to Seller accurate official receipts
from the appropriate governmental authority for each deducted or
withheld Seller Tax. Buyer shall be responsible for, and shall pay
directly when due and payable, any and all Buyer Taxes (defined in
Section 2.2 below), and all payments due and payable by Buyer to
Seller hereunder shall be made in the full amount of the purchase
price, free and clear of all deductions and withholding, for Buyer
Taxes. If Buyer deducts or withholds Buyer Taxes, Buyer shall pay
additional amounts to Seller to cause the amounts actually received
by Seller, net of deducted or withheld Buyer Taxes, to equal the full
amount of the purchase price, and shall provide to Seller within one
month, along with such payments, accurate official receipts from the
appropriate governmental authority for deducted or withheld Buyer
Taxes. If Seller is required to pay Buyer Taxes, Buyer shall,
promptly upon presentation of Seller's invoice for such Buyer Taxes,
pay to Seller in U.S. dollars an amount equal to the U.S. dollar
equivalent of such Buyer Taxes (calculated at the exchange rate in
effect at the time payment of such Buyer Taxes was made).
2.2 "Buyer Taxes" means all taxes, duties, fees, or other charges of
any nature (including, but not limited to, ad valorem, consumption,
excise, franchise, gross receipts, import, license, property, sales,
stamp, storage, transfer, turnover, use, or value-added taxes, and any
and all items of withholding, deficiency, penalty, addition to tax,
interest, or assessment related thereto), other than Seller Taxes,
imposed by any governmental authority of any country on Seller or
its employees or subcontractors due to the execution of any
agreement or the performance of or payment for work hereunder.
Export Parts, which means Parts delivered to a location outside the
country of origin, are presumed to be exempt from Buyer Taxes
levied within the country of origin. When requested by Seller, Buyer
agrees to famish without charge evidence of tax or duty exemption
GEPS Master Form
acceptable to the taxing or customs authorities. Furthermore, if
Buyer arranges for export shipment, Buyer agrees to provide Seller
without charge, an export bill of lading.
3. DEUVERY, TITLE TRANSFER RISK OF LOSS, STORAGE
3.1
(i) For Shipments within the Country of Origin or Manufacture:
Seller shall deliver the Parts to Buyer EXW Seller's facility, place of
manufacture or warehouse (Incoterms 2000).
(ii) For U.S. Exports: Seller shall deliver the Parts to Buyer EXW
Seller's facility, place of manufacture or warehouse (Incoterms
2000).
(iii) For All Other Export Shipments, Seller shall deliver the Parts to
Buyer FCA Port of Export (Incoterms 2000).
(iv) Buyer shall pay all delivery costs and charges. Except for those
obligations which are consistent with Incoterms 2000 specifically
stated above, Seller shall be without liability on any claim asserted
by Buyer with respect to such delivery. Partial deliveries will be
permitted. Delivery times are approximate and are dependent upon
prompt receipt by Seller of all materials and information necessary
to proceed with the work without interruption. Seller may deliver all
or any of the Parts in advance of the delivery schedule.
3.2 Title to Parts and materials to be shipped from the U.S. shall pass
to Buyer immediately after each item departs from the territorial
land, seas and overlying airspace of the U.S. For this purpose, the
parties acknowledge that the territorial seas of the U.S. extend to
twelve nautical miles from the baseline of the country determined in
accordance with the 1982 United Nations Convention of the Law of
the Sea. Title to Parts or materials to be shipped from within the
country where the Part will be installed or a non-U.S. storage facility
utilized by Seller shall pass to Buyer when made available for
shipment from the manufacturer's factory or the storage facility
utilized by Seller. Title to Parts shipped direct from a European
Union ("EU") manufacturer shall pass to Buyer the earlier of the
port of export immediately after the Parts have been cleared for
export or immediately after each item departs from the territorial
land, seas and overlying airspace of the EU sending country. Title to
Parts to be shipped from any other country shall pass to Buyer at the
port of export immediately after the Parts have been cleared for
export. Seller shall remain responsible for risk of loss to all Parts
until the later of passage of title pursuant to this Section 3.2 or
delivery pursuant to Section 3.1.
3.3 If any Parts cannot be shipped to Buyer when ready due to any
cause not attributable to Seller, upon notice to Buyer, Seller may
ship such Parts to storage. If such Parts are placed in storage,
including storage at the facility where manufactured, the following
conditions shall apply: (i) title and all risk of loss or damage shall
thereupon pass to Buyer if it had not already passed; (ii) any
amounts otherwise payable to Seller upon delivery or shipment shall
be payable upon presentation of Seller's invoices and certification as
to cause for storage; (iii) all expenses incurred by Seller, such as for
preparation for and placement into storage, handling, inspection,
preservation, insurance, storage, removal charges and any taxes shall
be payable by Buyer upon submission of Seller's invoices; and (iv)
when conditions permit and upon payment of all amounts due
hereunder, Seller shall resume delivery of the Parts to the originally
agreed point of delivery.
4. EXCUSABLE DELAYS
4.1 Seller shall not have any liability or be considered to be in breach
or default of its obligations under the Agreement, to the extent that
performance of such obligations is delayed or prevented, directly or
indirectly, due to: (i) causes beyond its reasonable control; or (ii)
acts of God, acts (or failures to act) of governmental authorities,
fires, severe weather conditions, earthquakes, strikes or other labor
disturbances, floods, war (declared or undeclared), epidemics, civil
unrest, riot, delays in transportation, or car shortages; or (iii) acts (or
omissions) of Buyer including failure to promptly: (a) provide Seller
with information and approvals necessary to permit Seller to proceed
with work immediately and without interruption, or (b) comply with
the terms of payment, or (c) provide Seller with such evidence as
Seller may request that any export or import license or permit has
been issued (if such is the responsibility of Buyer), or (iv) shipment
to storage under Article 3 or (v) inability, due to causes beyond the
reasonable control of Seller, to obtain necessary materials, necessary
components or services. Seller shall notify Buyer in the event of any
such delay. The date of delivery or of performance shall be
extended for a period equal to the time lost by reason of delay, plus
such additional time as may be reasonably necessary to overcome
the effect of such excusable delay. Seller shall notify Buyer, as soon
as practicable, of the revised delivery date. If Seller is delayed by
acts or omissions of Buyer, or by the prerequisite work of Buyer's
other contractors or suppliers, Seller shall also be entitled to an
equitable price adjustment.
4.2 If delay excused by this Article extends for more than one
hundred twenty (120) days and the parties have not agreed upon a
revised basis for continuing the work at the end of the delay,
including adjustment of the price, then either party (except where
delay is caused by Buyer, in which event only Seller), upon thirty
(30) days written notice, may terminate the order with respect to the
unexecuted portion of the work, whereupon Buyer shall promptly
pay Seller its termination charges determined in accordance with
Seller's standard accounting practices upon submission of Seller's
invoices therefor.
S. COMPLIANCE WITH LAWS, CODES AND STANDARDS
5.1 The price is based on Seller's design, manufacture, testing and
delivery of the Parts pursuant to (i) its design criteria, manufacturing
processes and procedures and quality assurance program, (ii) those
portions of industry specifications, codes and standards in effect as
of the date of Seller's proposal to Buyer which Seller has deemed
applicable to the Parts, (iii) the national laws and rules of the country
of manufacture in effect on the date of Seller's proposal to Buyer
and (iv) any mutually agreed upon specification.
5.2 The price will be equitably adjusted to reflect additional costs
incurred by Seller resulting from (i) a change in standards and
regulations described in 5.1(ii) or 5.1(iii) after the date of Seller's
proposal to Buyer which affect the Parts or (ii) changes required to
comply with applicable regulatory, legal or industrial requirements
other than those described in Section 5.1. Buyer shall advise Seller
of requirements affecting the Parts resulting from the applicability of
any laws, rules or regulations in the location where the Parts will be
installed. Reasonable adjustments will be made to the delivery date,
performance evaluation criteria and performance dates as may be
appropriate to comply with the foregoing.
5.3 All transactions hereunder shall at all times be subject to and
conditioned upon compliance with all applicable export control laws
and regulations of the U.S. Government and any amendments
thereof. Buyer hereby agrees that it shall not, except as said laws
and regulations may expressly permit, make any disposition by way
of transshipment, re-export, diversion or otherwise, of U.S. origin
goods or technical data (including computer software), or the direct
product thereof, furnished by GE hereunder, other than in and to the
ultimate country of destination specified on Buyer's order and/or
declared as the country of ultimate destination on Seller's invoice.
5.4 Notwithstanding any other provisions herein, Buyer shall be
responsible for timely obtaining any required authorization, such as
an export license, import license, foreign exchange permit, work
permit or any other governmental authorization, even though any
such authorization may be applied for by Seller. Buyer and Seller
shall provide each other reasonable assistance in obtaining required
authorizations. Seller shall not be liable if any authorization is
delayed, denied, revoked, restricted or not renewed and Buyer shall
not be relieved thereby of its obligations to pay Seller for the Parts.
5.5 Seller acknowledges that, in connection with the performance of
the Agreement, the import and customs laws and regulations of the
country in which the Facility is located apply to the famishing and
shipment of the Parts.
& WARRANTY
6.1 Seller warrants to Buyer that at the time of delivery the Parts
shall be free from defects in material, workmanship and title.
6.2 If any failure to meet the foregoing warranty appears within the
Warranty Period (as defined in Section 6.3), Buyer shall promptly
notify Seller and make the Parts available promptly for correction.
Seller shall thereupon correct any defect by, at its option, (i)
repairing the defective Parts or (ii) making available necessary
replacement Parts EXW Seller's factory (Incoterms 2000).
6.3 The foregoing warranties (except as to title) for each Part shall
apply to defects which appear within eighteen (18) months from
delivery of the original Part or twelve (12) months from its first use,
whichever occurs first (the "Warranty Period"). For heavy duty gas
and steam turbine Parts, if Seller by contract agrees to install the
Parts or to supply technical direction of installation, this warranty for
each Part shall apply to defects appearing within one year after
completion of installation or four years from the date of delivery by
Seller, whichever occurs first.
6.4 The supply of repaired or replacement Parts by Seller pursuant to
Section 6.2 shall not extend the duration of the Warranty Period.
Seller shall not be responsible for removal or replacement of
systems, structures or other portions of Buyer's facility. If a defect
in a Part or portion thereof cannot be corrected by Seller's
reasonable efforts, the parries will negotiate an equitable adjustment
in price with respect to such Part or portion thereof. The condition
of any tests shall be mutually agreed upon and Seller shall be
notified of and may be represented at all tests that may be made.
6.5 Seller does not warrant the Parts or any repaired or replacement
Parts (i) against normal wear and tear including that due to
environment or operation, including excessive operation at peak
capability, frequent starting, type of fuel, detrimental air inlet
conditions or erosion, corrosion or material deposits from fluids or
(ii) which have been involved in an accident. The warranties and
remedies set forth herein are further conditioned upon (i) the proper
storage, installation, operation, and maintenance of the Parts and
conformance with the operation instruction manuals (including
revisions thereto) provided by Seller and/or its subcontractors, as
applicable and (ii) repair or modification pursuant to Seller's
instructions or approval. Seller does not warrant any equipment or
services of others designated by Buyer where such equipment or
services are not normally supplied by Seller.
6.6 The preceding Sections of this Article 6 set forth the exclusive
remedies for all claims based on failure of or defect in the Parts and
incidental services provided under the Agreement, whether the
failure or defect arises before or during the Warranty Period and
whether a claim, however instituted, is based on contract, indemnity,
warranty, tort (including negligence), strict liability or otherwise.
The foregoing warranties are exclusive and are in lieu of all other
warranties and guarantees whether written, oral, implied or statutory.
NO IMPLIED STATUTORY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE SHALL APPLY.
7. PATENT INDEMNIFICATION
7.1 Seller agrees to indemnify and hold harmless Buyer from any
rightful claim of any third party that the use by Buyer of any Parts
manufactured by Seller and furnished hereunder infringes any U.S.
patent that is issued before the date of Seller's proposal to Buyer. If
Buyer notifies Seller promptly of the receipt of any such claim, does
not take any position adverse to Seller regarding such claim, and
gives Seller information, assistance and exclusive authority to settle
and defend the claim, Seller shall, at its own expense and option,
either (i) settle or defend the claim or any suit or proceeding and pay
all damages and costs awarded in it against Buyer, or (ii) procure for
Buyer the right to continue using the Parts, or (iii) modify the Parts
so that they become non -infringing, or (iv) replace the Parts with
non -infringing Parts, or (v) remove the infringing Parts and refund
the price. If, in any suit arising from such a claim, the continued use
of the Parts for the purpose intended is forbidden by any court of
competent jurisdiction, Seller shall at its option take one or more of
the actions under (ii), (iii), (iv) or (v) above. The foregoing states
the entire liability of Seller for patent infringement of any Parts.
7.2 Section 7.1 shall not apply to (i) any Parts which are
manufactured to Buyer's design or (ii) the use of any Parts furnished
under the Agreement in conjunction with any other apparatus or
material not furnished by Seller. As to any Parts or use described in
the preceding sentence, Seller assumes no liability whatsoever for
patent infringement.
7.3 With respect to any Parts furnished under the Agreement which
are not manufactured by Seller, only the patent indemnity of the
manufacturer, if any, shall apply.
L LRNITATION OF UAaa.nY
8.1 The total liability of Seller, on all claims of any kind, whether in
contract, warranty, indemnity, tort (including negligence), strict
liability, or otherwise, arising out of or related to these Terms and
Conditions or the Agreement or its performance or breach, or from
use of any Parts shall not exceed the price allocable to the Parts
giving rise to the claim. All liability of Seller on all claims of any
kind shall terminate upon expiration of the Warranty Period,
provided that Buyer may enforce a claim of such liability accruing
during the Warranty Period by an action timely commenced in
accordance with the applicable statute of limitations and/or statute of
repose, but in no event greater than one year after the expiration of
the Warranty Period.
GEPS Master Form 3
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8.2 In no event, whether as a result of breach of contract, warranty,
indemnity, tort (including negligence), strict liability, or otherwise,
shall Seller or its subcontractors or suppliers be liable for loss of
profit or revenues, loss of use of the Parts or any associated
equipment, facilities or vessels, cost of capital, cost of substitute
Parts or any associated equipment, facilities, services or replacement
power, downtime costs, damage to associated equipment or
facilities, claims for damages or costs related to the clean-up,
removal, release or threatened release, remediation or disposal of or
any response to any hazardous or nuclear materials, or any special,
consequential, incidental, indirect, speculative, punitive or
exemplary damages, or claims of Buyer's customers for any of the
foregoing damages, and Buyer shall indemnify Seller against all
such claims of Buyer's customers.
8.3 If Seller furnishes Buyer with advice or assistance concerning
any Parts, systems or work which is not required pursuant to these
Terms and Conditions or any mutually agreed written specification,
the furnishing of such advice or assistance will not subject Seller to
any liability, whether in contract, warranty, indemnity, tort
(including negligence), strict liability or otherwise.
8.4 Buyer waives rights of recovery against Seller, whether Buyer's
claim is brought under breach of contract, warranty, indemnity, tort
(including negligence), strict liability or otherwise, for loss or
damage to the property of Buyer to the extent such claim is covered
by insurance maintained by Buyer.
8.5 Buyer shall not sell, lease, or otherwise transfer the Parts or any
interest therein without fast providing Seller with a written
agreement from the buyer, lessee or other transferee providing
protection against liability of Seller at least equivalent to this Article
8, Article 9 (Prohibition on Nuclear Use), and Articles 15, 16 and 17
(Special Tends and Conditions for Nuclear Applications), and such
agreement shall preserve to Seller the right to enforce it. Any
transfer contrary to this Section 8.5 shall, in addition to any other
legal or equitable rights of Seller, make Buyer the indemnitor of
Seller to the same extent that Seller would have been protected had
no such transfer taken place.
8.6 For the purposes of this Article 8, Article 9 (Prohibition on
Nuclear Use), and Articles 15, 16 and 17 (Special Terms and
Conditions for Nuclear Applications), the term "Seller" shall mean
Seller, its affiliates, subcontractors and suppliers of any tier, and
their respective agents and employees, whether individually or
collectively.
8.7 The provisions of this Article 8, Article 9 (Prohibition on
Nuclear Use), and Articles 15, 16 and 17 (Special Tema and
Conditions for Nuclear Applications) shall prevail over any
conflicting or inconsistent provisions contained in any of the
documents comprising the Agreement between Buyer and Seller,
except to the extent that such provisions further restrict Seller's
liability.
% PRO®HrnON ON NUCLEAR USE
The Parts sold hereunder are not intended for application, and shall
not be used, in connection with any nuclear facility or activity, and
Buyer represents and warrants that it shall not use the Parts for any
such purpose, or permit others to use the Parts for any such purpose.
If, in breach of the foregoing, any such use occurs, Seller shall have
no liability for any nuclear or other damage, injury or contamination,
and, in addition to any other legal or equitable rights of Seller, Buyer
shall indemnify Seller against any such liability, whether arising as a
result of breach of contract, warranty, indemnity, tort (including
negligence), strict liability or otherwise. In the event of any sale,
lease or transfer of the Parts, the provisions of Section 8.5 shall
apply. Notwithstanding the foregoing, if Seller's proposal or
quotation so states, or Seller expressly agrees in writing, such Part
may be used in connection with a commercial nuclear power plant
located in Finland, Japan, Republic of South Korea, Spain, Sweden,
Switzerland, Taiwan, the U.K. or the U.S., subject to Articles 15, 16
and 17 (Special Terms and Conditions for Nuclear Applications) set
forth below.
10. DISPUTE RESOLUTION. GOVERNING LAW
10.1 Any dispute involving a non-U.S. Buyer and arising out of or in
connection with these Terms and Conditions or the Agreement,
including any question regarding its existence, validity or
termination, that cannot be settled by negotiation of the parties shall
be referred to and finally resolved by arbitration under the London
Court of International Arbitration ("LCIA") Rules, which Rules are
deemed to be incorporated by reference into this clause. The number
of arbitrators shall be one unless the amount in dispute exceeds one
million U.S. dollars, in which event it shall be three. When three
arbitrators are involved, each party shall have the right to nominate
an arbitrator, and the Chairman shall be appointed by the LCIA
Court. The seat, or legal place, of arbitration shall be New York,
New York, U.S. The arbitration shall be conducted in the English
language. In reaching their decision, the arbitrators shall give full
force and effect to the intent of the parties as expressed in these
Terms and Conditions and the Agreement, and if a solution is not
found herein, shall apply the law as described in Section 10.2. The
decision of the arbitrators shall be final and binding upon both
parties, and neither party shall seek recourse to a law court or other
authorities to appeal for revisions of such decision.
10.2 Any claim involving a U.S. Buyer brought by either party
against the other party for claims arising out of or related to these
Terms and Conditions or the Agreement shall be brought in the U.S.
District Court for the Northern District of Georgia, or in the event
that court lacks jurisdiction to hear the claim, in the appropriate state
courts of Cobb County, Georgia, and the parties hereto consent to
the exclusive jurisdiction of such courts in respect of all such claims.
Each party hereby submits to and accepts generally and
unconditionally the jurisdiction of those courts with respect to its
respective person and property, and irrevocably consents to the
service of process in connection with any such action or proceeding
by personal delivery to the party or by the mailing thereof by
registered or certified mail, postage prepaid to the other party at the
address for the party.
10.3 The validity, performance and all matters relating to the
interpretation and effect of these Terms and Conditions and the
Agreement shall be construed and interpreted in accordance with the
laws of the State of New York, U.S., excluding its law on the
conflict or choice of laws, provided that any provision of such law
invalidating any provision of these Terms and Conditions or
modifying the intent of the parties as expressed in these Terms and
Conditions shall not apply.
It. CHANGES
11.1 Engineering Changes: All Parts delivered shall conform to
Seller's part number specified or (at Seller's option) its equivalent or
the superseding part number subsequently assigned by Seller. In the
event the Part ordered is not available, Seller is authorized to ship a
Y • . • • . • • Y . • • • • •
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valid interchangeable Part without notice to Buyer. If the price of
an equivalent or superseding part number is adjusted from the price
of the original Part, Buyer shall be invoiced at the adjusted price.
11.2 Buyer Changes: Buyer may, by written change order, make
mutually agreed to changes in the Parts order and the scheduled
shipment date. If any such change results in an increase or decrease
in the cost or time required for the performance of the work under
the Agreement, there shall be an equitable adjustment in the
Agreement price and the schedule shipment date. Seller shall not be
obligated to proceed with the changed or extra work until the price
of such change and its effect on the scheduled shipment date have
been agreed upon in a written change order.
u. CONPn)1NTUU7Y
12.1 In connection with this transaction, Seller and Buyer (as to
information disclosed, the "Disclosing Party") may each provide the
other party (as to information received, the "Receiving Party") with
"Confidential Information." Buyer shall not provide any Confidential
Information to Seller without Seller's prior written consent to receive
it. "Confidential Information" as used in these Terms and Conditions
shall mean all Parts pricing, all terms of the Agreement, and all
information related to the business or products of the Disclosing
Party that is not generally known to the public, provided that the
obligations of this Article shall not apply as to any portion of the
Confidential Information which: (i) is or becomes generally available
to the public other than as a result of disclosure by the Receiving
Party, its representatives or its affiliates, or (ii) is or becomes
available to the Receiving Party or its representatives or affiliates on
a non -confidential basis from a source other than the Disclosing
Party when such source is not, to the best of the Receiving Parry's
knowledge, subject to a confidentiality obligation to the Disclosing
Party, or (iii) has been or is subsequently independently developed
by the Receiving Party, its representatives or affiliates, without
reference to the Confidential Information, or (iv) is necessarily
disclosed in connection with permitted uses of the Parts.
12.2 The Receiving Party agrees, except as otherwise required by
law: (i) to use the Confidential Information only in connection with
this transaction and permitted uses of the Parts, and (ii) to take
reasonable measures to prevent disclosure of the Confidential
Information, except to its employees to the extent necessary to
facilitate this transaction and permitted uses of the Parts.
12.3 If either party or any of their respective affiliates or
representatives is requested or required (by interrogatories, subpoena,
or similar legal process) to disclose any Confidential Information,
such party agrees to provide the Disclosing Party with prompt notice
of each such request, to the extent practicable, so that the Disclosing
Party may seek an appropriate protective order or waive compliance
by the Receiving Party with the provisions of this Article 12, or both.
12.4 Nothing in these Terms and Conditions or the Agreement shall
be construed (i) to allow export or re-export of technical information
in violation of Section 5.3, or (ii) to limit or abridge the protection of
trade secrets under applicable trade secrets law, or (iii) as granting
(by implication, estoppel or otherwise) any licenses or rights under
any patents, copyrights, mask works or other legally protectable
intellectual property rights (present or future) of either party
(although the parties may provide for such a license in an express
written agreement), or (iv) subject to Section 6.5, as precluding
Buyer from using or furnishing to others information and data
necessary to effect any contract or arrangement under which there is
to be performed for Buyer, by others (excluding competitors of
Seller), non -infringing modification, overhaul, or maintenance work
on the Parts, subject to the same limitations set forth above, which
shall be confirmed in a written agreement with the party to whom
further disclosure is made, or (v) subject to Section 8.5, as precluding
Buyer from transferring ownership of Parts, provided that the
instrument by which Buyer transfers any Parts may permit the use of
such information and data relating to such Parts by its transferee,
subject to the same limitations set forth above, and shall preserve to
Seller the right to enforce such limitations.
13. WSPUMONMDTESTWG
The quality control exercised by Seller in its manufacture of the Parts
shall be in accordance with Seller's normal quality control policies,
procedures, and practices. Seller is authorized to deliver the Parts
after inspection by Seller's quality control representative. Any
Certificate of Inspection signed by Seller's quality control
representative shall be conclusive regarding inspection and tests.
Seller shall attempt to accommodate Buyer's requests to witness
Seller's test of the Parts, if such witnessing can be arranged without
delaying the work.
14. GE 4ERAL CAUSES
14.1 Buyer may terminate the Agreement only upon paying Seller its
termination charges determined in accordance with Seller's standard
accounting practices upon submission of Seller's invoices therefor.
Termination of the Agreement shall not relieve either party of any
obligation arising out of work performed prior to termination.
14.2 Seller may assign or novate its rights and obligations regarding
the Parts, in part or in whole, to one or more of its subsidiaries or
affiliates without the consent of Buyer. Upon the effective date of
such assignment or novation, all of the rights and obligations of
Seller under these Terms and Conditions and the Agreement shall
vest solely in Seller's assignees and novatees. However, Seller
guarantees the performance of its assignees or novatees after the
assignment or novation takes effect. Buyer agrees to execute such
documents as may be necessary to effect the assignment or novation.
The delegation or assignment by Buyer of any or all of its duties or
rights under these Terms and Conditions or the Agreement without
Seller's prior written consent shall be void. Buyer shall notify Seller
immediately upon any change in its ownership or control. If Buyer
fails to so notify Seller or if Seller objects to the change in
ownership or control, Seller shall have the unilateral right to
terminate the Agreement. In lieu of termination, Seller may require
Buyer to provide adequate assurance of performance of the
Agreement, and/or institute special controls, including but not
limited to, special controls regarding the protection of the
Confidential Information of Seller.
14.3 Except as provided in Section 8.6, these provisions are for the
benefit of the parties hereto and not for any other third party.
14.4 These Terms and Conditions and the Agreement represent the
entire agreement between the parties, and no modification,
amendment, rescission, waiver or other change shall be binding on
either party unless assented to in writing by the parties' authorized
representatives. Any oral or written representation, warranty, course
of dealing or trade usage not contained or referenced in the
Agreement shall not be binding on either party. Each party agrees
that it has not relied on, or been induced by, any representations of
the other party not contained in these Terms and Conditions or the
Agreement.
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14.5 The invalidity, in whole or in part, of any of these Terms and
Conditions or any provision of the Agreement shall not affect the
validity of the remainder of these Terms and Conditions or any
provision of the Agreement.
14.6 As used in these Terms and Conditions, "Part(s)" means all
equipment, parts, materials, supplies, components, and other goods
which Seller has contracted to supply to Buyer under the Agreement
and "Seller" means the entity selling the Parts and its successors and
permitted assigns. To the extent any software is included with any
Parts, Buyer must sign a separate software agreement with Seller and
is not authorized to use any such software until such software
agreement is signed.
14.7 The following Articles and Sections shall survive termination or
cancellation of, and completion of work under, any Agreement
between Buyer and Seller regarding the Parts: Article 2 (Taxes and
Duties); Sections 5.3 and 5.5 of Article 5 (Compliance With Laws,
Codes and Standards); Article 6 (Warranty), Article 7 (Patent
Indemnification), Article 8 (Limitation of Liability), Article 9
(Prohibition on Nuclear Use), Article 10 (Dispute Resolution,
Governing Law), Article 12 (Confidentiality), Article 14 (General
Clauses), and Articles 15, 16 and 17 (Special Terms and Conditions
for Nuclear Applications).
14.8 Nothing in these Terms and Conditions or the Agreement shall
be construed to impose any overall "system responsibility" on Seller.
14.9 Any Part or service provided hereunder shall be considered a
"commercial item" as defined in FAR PART 2, 2.101 Definitions
and in accordance with FAR 52.244-6. If the reasonableness of the
price cannot be established through the presence of adequate price
competition or price elaboration, or if cost or pricing data should be
required for any other reason, or if the Part or service cannot be
considered a "commercial item", Seller reserves the right to
withdraw the proposal or cancel the Agreement without penalty.
14.10 The specifications and standards explicitly cited in the
statement of work, drawings, or elsewhere in the Agreement, are
first tier specification and standards, and are applicable only to the
extent specified in the Agreement. Second tier and lower documents
referenced in those first tier documents are for guidance only, and
are not contractually binding. Seller shall only comply with the
specifications specifically included in the Agreement and shall have
no obligation to comply with any additional specifications
incorporated within those specifications or otherwise referenced.
SPECIAL TERMS AND CONDITIONS
FOR NUCLEAR APPLICATIONS
I& NUCLEAR PLANTS LOCATED M TIC U.S.
15.1 This Article 15 applies with respect to any nuclear power plant
located in the U.S. for which nuclear use of Parts is permitted
pursuant to Article 9 (the "Plant", as used in this Article).
15.2 Buyer will, without cost to Seller, obtain and maintain for the
Plant until decommissioning of the Plant: (i) an agreement of
indemnification as contemplated by Section 170 of the Atomic
Energy Act of 1954, as amended, (the "Act") and applicable
regulations thereunder, and (ii) nuclear liability insurance from
American Nuclear Insurers in such form and in such amount as will
meet the financial protection requirements of the NRC pursuant to
Section 170 of the Act.
15.3 In the event that the nuclear liability protection system
contemplated by Section 170 of the Act is repealed, is changed, or
expires after the date of Seller's quotation or proposal, Buyer,
without cost to Seller, will maintain in effect until the
decommissioning of the Plant, to the extent available, liability
protection through government indemnity, limitation of liability
and/or liability insurance which will not result in a material
impairment of the protection afforded Seller by such nuclear liability
protection system and this Article 15.
15.4 Seller shall not have any liability to Buyer or its insurers for
nuclear damage to any property located at the Plant site. To the
extent that Buyer recovers damages from a third party for nuclear
damage to which the foregoing waiver applies, Buyer shall
indemnify Seller against any liability for any damages which such
third party recovers over from Seller for such nuclear damage. As
used in this Article 15, "liability" means liability of any kind at any
time whether in contract, warranty, indemnity, tort (including
negligence), strict liability or otherwise; "nuclear damage" means
any loss, damage, or loss of use, which in whole or in part is caused
by, arises out of, results from, or is in any way related, directly or
indirectly, to the hazardous properties of source, special nuclear or
byproduct material, as those materials are defined in the Act; and
"site" means the area identified as the location in either (i) the
nuclear liability insurance policy or (ii) the governmental agreement
of indemnity issued pursuant to the Act or (iii) both. This provision
will not affect Seller's obligation under the warranty provisions.
IQ NUCLEAR PLANTS LOCATED OUTSIDE THE U.S.
16. 1 This Article 16 applies with respect to any nuclear power plant
located outside the U.S. for which nuclear use of Parts is permitted
pursuant to Article 9 (the "Plant", as used in this Article).
16.2 Buyer will, without cost to Seller, obtain and maintain for the
Plant, until decommissioning of the Plant, government indemnities,
insurance and/or other financial protection against liability to third
parties for nuclear damage (i) in amount and scope of coverage as
required by the applicable laws, treaties, and regulations of the
country in which the Plant is located, and (ii) under which no rights
of recourse or subrogation against Seller are retained by the
government, insurers, or other financial guarantors. Buyer will at all
times be the responsible operator of the Plant as described in the
applicable law and hereby waives all rights of recourse and
subrogation which it may have or acquire against Seller with respect
to liability for nuclear damage.
16.3 In the event that the nuclear liability protection system
contemplated by the applicable law referred to in Section 16.2 above
is repealed, is changed, or expires after the date of Seller's quotation
or proposal, Buyer, without cost to Seller, will maintain in effect
until the decommissioning of the Plant, to the extent available,
liability protection through government indemnity, limitation of
liability and/or liability insurance which will not result in a material
impairment of the protection afforded Seller by such nuclear liability
protection system and this Article 16.
16.4 Seller shall not have any liability to Buyer or its insurers for
nuclear damage, and to the extent that Seller is not otherwise
protected against liability for nuclear damage, Buyer shall
indemnify, defend and hold Seller harmless against any such
liability. As used in this Article 16, "liability" means liability of any
kind at any time whether in contract, warranty, indemnity, tort
(includuig negligence), strict liability or otherwise; "nuclear
damage" means damage or loss of any kind, wherever it may occur,
which in whole or in part is caused by, arises out of, results from, or
is in any way related, directly or indirectly, to the radioactive
properties or a combination of radioactive properties with toxic,
explosive or other hazardous properties of nuclear fuel or radioactive
products or waste or with any of them, including without limitation
any loss of life or personal injury (including to Buyer's employees),
or any loss of, loss of use of, or damage to, property of Buyer or
others, on or off the site, including the Plant itself; and "site" means
the location of the Plant. This provision will not affect Seller's
obligation under the warranty provisions.
It ALL NUCLEAR PLANTS- DECONTAMINATION
Any decontamination necessary for Seller's performance (including
remedial warranty efforts) shall be performed by Buyer without cost
to Seller. Any of Seller's material or equipment which becomes
contaminated (including becoming radioactive) at the work site
shall, at Seller's option, be decontaminated or purchased by Buyer.
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