TERMS AND CONDITIONS OF SALE
1. Parties and Definitions: “Sales Agreement” shall collectively mean the Sales Agreement executed by both parties attached hereto and these Terms and Conditions and any amendments thereto executed by both parties. “Exelon” shall mean any or all of Exelon Generation Company, LLC, PECO Energy Company or Commonwealth Edison Company. “Goods” shall mean those items owned by Exelon offered for sale (the “Goods”). “Seller” shall mean Exelon and also Exelon Business Services Company, LLC, acting as agent for Exelon to sell the Goods pursuant to the Sales Agreement. “Purchaser” shall mean the entity identified in the Sales Agreement who is purchasing the Goods.

2. Descriptions: Any description published for the Goods is not warranted by the Seller to be accurate or complete. The Seller shall not be responsible for any insufficiencies or omissions.

3. Disclaimer of Warranty: The Seller does not make any warranty of merchantability or fitness for a particular purpose or any other warranty whatsoever, express or implied. The material and equipment is offered and accepted “As Is – Where Is” and with all faults. The Seller shall not be responsible for direct, indirect or consequential damages to anyone for any deficiencies or failure of any item for any reason.  

4. Warning of Hazards: Purchaser acknowledges that he has been informed by the Seller that explosive, flammable, toxic, or otherwise hazardous materials may have been used in, or may have come in contact with the Goods and the Purchaser has inquired and received satisfactory information from the Seller regarding such latent and patent hazards associated with the Goods. PURCHASER EXPRESSLY ASSUMES ALL RISK OF AND RESPONSIBILITY FOR INJURY OR DAMAGE TO THE PURCHASER OR OTHERS BASED ON OR ARISING OUT OF POSSESSION, HANDLING, DISMANTLING OR USE BY PURCHASER OR BY OTHERS OF ANY SUCH GOODS FOR ANY PURPOSE WHATSOEVER. Purchaser agrees to warn of all possible hazards to any persons to whom Purchaser resells, contributes, or delivers the Goods or to whom Purchaser can reasonably foresee may be exposed to their hazards.  

5. Representation: The employees or representatives of the Seller are not authorized to make any statements as to the quality and condition of the Goods, other than the written statements made herein. It is to be understood that any statement made will not be binding on the Seller.  

6. Indemnification: Purchaser shall comply with all applicable state and federal laws and regulations and all safety rules set forth by the Seller while on the Seller’s property and shall indemnify and hold harmless the Seller, its directors, officers, successors, suppliers, affiliates, agents, and employees from and against all loss or liability incurred by the Seller, its directors, officers, successors, suppliers, affiliates, agents, and employees in connection with the sale or acquisition of the Goods which loss or liability occurs or arises out of or is in connection with any property damage or bodily injury (including death at any time resulting therefrom) to any person which may be caused by or occur in connection with the sale, use, or condition of the material after the title transfers to Purchaser.  

7. Damages: Any damage done to the Seller’s property during the removal of the Goods, not excluding environmental damage, will be the responsibility of the Purchaser to cure.  

8. Labels: Purchaser shall remove and refrain from making use of any and all trademarks, service marks, labels, logos, distinctive markings, and designs of the Seller which may appear on the Goods or on any packaging materials.  

9. Title: Title to the Goods shall transfer from the Seller to the Purchaser upon proper payment. Payment shall be made and title passed to the Purchaser prior to Purchaser’s commencement of removal activities. Thereafter, Purchaser shall be responsible for the maintenance, operation and disposal of the Goods in accordance with applicable law.  

10. Force Majeure: Seller may suspend the Sales Agreement in the event of an act of God, war, riot, fire, explosion, flood, strike, lockout, injunction, accident, breakage of machinery or apparatus, national defense requirements, or any cause beyond the control of the Seller preventing the sale, pickup or dismantling of the Goods.  

11. Payment: The Seller reserves the right, before permitting dismantling or removal of material or equipment from a site, to require payment by bank or cashier check, or other certified funds acceptable to Seller, unless other terms are mutually agreed upon. Should the Purchaser fail to comply with the payment terms, the Seller may terminate the sale.  

12. Sales Taxes: Purchaser agrees to pay all sales taxes and other charges, if any, due to local, state or federal taxing authorities as a result of the sale of Goods to Purchaser under this Agreement.  

13. Shipment: It shall be the responsibility of the Purchaser to arrange for shipment of the Goods and to perform any preparation for shipment (boxing, skidding, payment, etc.), unless Seller agrees upon other arrangements. Additionally, the Purchaser agrees to exercise all necessary and prudent precautions to insure all loading and transportation will be performed in a manner that does not interfere with or jeopardize the facilities in/adjacent to the Goods being removed.  

14. Failure to Perform: If items are not removed by the Purchaser within the stated timeframe, (i) such items shall be deemed abandoned by the Purchaser, (ii) Purchaser shall forfeit all monies paid to Seller for the purchase of such items, including any rigging costs, and (iii) Purchaser shall forfeit the right to purchase such items. In addition, Purchaser shall be responsible for all damages suffered by Seller, including, but not limited to, any dismantling, transportation, storage or other costs, including attorneys’ fees, incurred by Seller as a consequence of Purchaser’s failure to remove such items.  

15. Insurance: Purchaser shall provide and maintain, and shall require each contractor or subcontractor (regardless or tier) to provide and maintain, minimum insurance coverage with carriers satisfactory to Seller as specified below for any work to be performed on Seller owned or leased property. A copy of Purchaser’s insurance certificate shall be submitted to the Manager of Investment Recovery prior to commencement of any work and must name Seller as an “Additional Insured” (To be shown in the Special Instructions section of the certificate G.L. 2010). All insurance certificates must evidence that the policy shall remain intact for the period during which the Purchaser shall require access to Seller’s facilities.  
(a) Workers’ compensation insurance with statutory limits of liability and a waiver of subrogation in favor of Seller, (b) Employers’ liability insurance with limits of not less than $1,000,000 per occurrence, (c) Commercial General Liability insurance, including product liability, bodily injury, products/completed operations, and property damage insurance coverage (including but not limited to coverage for claims against Seller for injuries to employees of Purchaser and its subcontractors), with limits of not less than $4,000,000 combined single limit per occurrence and annual aggregate, (d) Automobile liability (covering owned and non-owned vehicles), bodily injury and property damage insurance coverage (including but not limited to coverage for claims against Seller for injuries to employees of Purchaser and its subcontractors) with limits of not less than $1,000,000 combined single limit per accident. All insurance coverage (except for worker’s compensation) shall provide the following: (1) be primary and shall not require contribution from any other insurance carried by Seller; (2) contain standard cross-liability provisions as to separation of insureds; (3) provide for a waiver of all rights of subrogation which Purchaser’s insurance carrier might exercise against Seller; and (4) if applicable, any excess or umbrella liability coverage will not require contribution before it will apply. Insurance coverage provided by Purchaser under these terms and conditions shall not include any of the following: any claims made insurance policies; any self-insured retention or deductible amount greater than $250,000 unless approved in writing by Seller; any endorsement limiting coverage available to Seller which is otherwise required under this PO; any policy or endorsement wording that negates coverage to Seller for Seller’s own negligence; any policy or endorsement language which limits the duty to defend Seller under the policy; and any policy or endorsement language which provides coverage to Seller only if Seller is negligent.  

16. Right of Access: Seller may, at its own discretion, restrict any/all access to its facilities by the Purchaser without prior notice. Seller shall not be liable for any loss the Purchaser may experience as a result of restricted access.  

17. Entire Agreement: The Sales contains the entire agreement and understanding between the Seller and the Purchaser as to the Goods and merges and supersedes all prior agreements, commitments, representations, and discussions between the Seller and the Purchaser pertaining to the Sales Agreement.