PRODUCTS Circuit Breakers - Hercules

GRID

PRODUCTS
Circuit Breakers

November 15, 2010

City of Hercules
Hercules Municipal Utility
Attn: Purchasing Department
111 Civic Drive
Hercules, California 94547

AREVA Reference / Project: CA-USC-10752/1 / 72.5 kV SF6 Gas Circuit Breaker

To Whom It May Concern:

Thank you for the interest in AREVA T&D Inc. for your Power Circuit Breaker needs. We are pleased to have the opportunity to
submit the following proposal in accordance with the specification and the noted comments, clarifications and exceptions.

AREVA T&D is an industry leading manufacturer of high voltage circuit breakers and circuit switchers with R&D and
manufacturing facilities located in Charleroi, Pennsylvania. Our facility is an AREVA T&D Center of Excellence for research and
development, testing, and manufacturing of dead tank circuit breakers for worldwide distribution and is certified to ISO9001-
2008, ISO14001-2004, and OHSAS 18001-2007.

Our Charleroi, PA campus includes a fully functional research & development facility with a staff of over 20 engineers and
technicians dedicated to product development. This local development team ensures that new products are designed to meet
the rigorous demands of the United States power system. The AREVA T&D R&D team also includes worldwide development
with R&D centers in Kassel, Germany and Villeurbanne, France. To this date, the Charleroi facility has delivered over 14,000
circuit breakers to locations throughout the world.

The AREVA T&D line of circuit breakers and circuit switchers are developed with a family approach. Common components such
as mechanisms and interrupters are shared between the dead tank and circuit switcher products providing a reduction in cost of
ownership. Furthermore, our breakers and switchers are tested to ensure significant Close-Open mechanical operations
without maintenance.

Our uniquely qualified team includes industry leaders with decades of experience in the transmission and distribution world as
well as the high voltage circuit breaker industry. The members of the AREVA T&D team are available at any time and are
dedicated together with our Charleroi staff of nearly 200 employees to providing you best in industry service and support.

We do hope our offer will be of interest to you and look forward to hearing from you in the near future.

Best Regards,

Todd Beatty Fadi Aghnatios Egan Cieply
Marketing Engineer Area Manager Manufacture’s Representative
[email protected] [email protected] [email protected]
(724) 489-8131 (310) 386-2860 (415) 457-0808

AREVA T&D, Inc. *
One Power Lane
Charleroi, PA 15022
Phone: 724-483-7308
Fax: 724-483-7771
www.alstom.com
* doing Business as Alstom Grid

November 15, 2010 CA-USC-10752/1 Page 2

Item #1

One (1) 72.5 kV Dead Tank Circuit Breakers according to ANSI/IEEE standards for outdoor installation with mechanical spring
operating mechanism including support structure.

Type DT1-72.5 F1 FK
Rated nominal Voltage 69 kV
Rated maximum Voltage 72.5 kV
Frequency 60 Hz
Rated continuous current 2000 A
Rated short-circuit current 40 kA*
Interrupting time 3 cycles
BIL 350 kV
Creep Distance / Material / Color 74” / Porcelain / Gray
Insulating medium SF6
Current transformers (12) 1200:5 MR C400, TRF 2.0
Cabinet Enclosure Rating / Material NEMA 3R / Painted Steel
Ambient temperature -40°C to +40°C without tank heaters
Seismic Rating Per IEEE 693/ High
Altitude ≤ 3,300’ ASL
Control Voltage / Range 125 VDC / (T) 70-140 VDC - (C) 90-140 VDC
Motor Voltage 125 VDC
Alternate current circuit (lighting/heating): 120 / 240 VAC

Unit Price: $35,650. - USD, FOB Jobsite, CA

Features and Benefits

* The X/R rating of the DT1-72.5 F1 FK is 32 at 40kA. This breaker may be nameplated for 45kA interrupting current with
a standard X/R=17. This provides significant performance margin and ensures that the circuit breaker will perform at the
highest level with less maintenance.

The DT1-72.5 F1 FK is qualified to M2 class for mechanical endurance in accordance with IEC 62271-100. This rating
qualifies the DT1-72.5 F1 FK mechanically for 10,000 Close-Open operations without maintenance.

The DT1-72.5 F1 FK is qualified to C2 class for capacitor switching in accordance with IEC 62271-100. This rating qualifies
the DT1-72.5 F1 FK for switching of capacitive loads with very low probability of re-strike.

The DT1-72.5 F1 FK shares the same operating mechanism platform as the DT1-123/145/170 F1 FK and DT1-245 P F1. This
allows for common components between the various voltage levels and increases familiarity for operations and maintenance
personnel.

The foundation layout dimensions of the DT1-72.5 F1 FK are 40.5” x 40.5”, allowing for simplified installation for new
construction as well as oil circuit breaker replacement.

State of the art proprietary bushing sealing system improves SF6 gas tightness.

Porcelain Bushings are tested for high pollution environments using the salt-fog method.

AREVA T&D has delivered over 6,500 DT1-72.5 circuit breakers since 1993.

AREVA T&D, Inc. *
One Power Lane
Charleroi, PA 15022
Phone: 724-483-7308
Fax: 724-483-7771
www.alstom.com
* doing Business as Alstom Grid

November 15, 2010 CA-USC-10752/1 Page 3

Spare Parts

We do not recommend any spare parts for start up; however, for the purpose of comparison, we are giving the prices for the
following spares:

Item # Parts Description DT1-72.5 F1 FK
Price per Unit in USD
a Trip Coil or Close Coil
b Spring Charging Motor $105.-
c Set of Gaskets & O-Rings $525.-
d Spring Charge Handle $575.-
e SF6 Density Monitor - WIKA Gauge One included per circuit breaker
$585.-

A slow close device was required for oil type breakers with interrupters with adjustable contact wipe. On SF6 interrupters, the
contacts never need adjusted during the life of the breaker. Therefore, the slow closing device does not add any functionality to
the breaker.

Prices of spare parts are valid only when they are ordered and delivered together with the circuit breaker. Spares ordered
separately will be subject to shipping charges.

We maintain all necessary spare parts in our stock. For emergency spares, we recommend a spare coil and spring charging
motor. Spare parts ordered separately will be subject to shipping charges.

Special Tools

No special tools are necessary for installation or maintenance of the breakers. We do recommend, however, having one (1) of
each of the following SF6 handling tools on site:

Handheld leak detector $500.- USD
Gas regulator and fill hose set (1) per breaker included
Vanguard Transducer Bracket (1) per breaker included

The cost of these special tools, unless otherwise stated, is not included in the breaker pricing.

Erection and Commissioning

* Field Service is not included in this offer; refer to attached field service rate sheets for more information.

Comments, Clarifications, and Exceptions

* This offer is subject to the Terms and Conditions of Sale of AREVA T&D Inc.

1.1. Unloading is outside the scope of supply for this contract.

1.5. B On-site assembly consists of topping off with SF6 gas and mounting the lower legs of the support structure.
1.5. C. AREVA guarantees an SF6 loss <0.5 % per year.
3.3. Field Service is not included in this offer; refer to attached field service rate sheets for more information.

AREVA T&D, Inc. *
One Power Lane
Charleroi, PA 15022
Phone: 724-483-7308
Fax: 724-483-7771
www.alstom.com
* doing Business as Alstom Grid

November 15, 2010 CA-USC-10752/1 Page 4
General Conditions
Validity 30 Days after bid date
Delivery
Delivery Note: Standard delivery is sixteen (16) to twenty (20) weeks after receipt of order. All orders are
Shipping Point: subject to prior factory loading and material availability.
Terms of delivery:
Payment Conditions: Delivery is based upon customer return of approved drawings in two (2) weeks. Drawings
Instruction manuals: will be submitted for approval four (4) to six (6) weeks after receipt of order.
Warranty:
Charleroi, PA
Liquidated damages:
Sales Tax: Pricing is firm in USD, FOB Jobsite, CA (INCOTERMS 2000), destination pre-paid and
Delays: allowed. Unloading of the circuit breakers is to be provided by others.

Cancellation: 100 % NET 30 days after delivery

One instruction book is shipped inside the control cabinet of the breaker. Remaining
instruction books will ship within two weeks of breaker shipment.

One (1) year after installation, not to exceed eighteen (18) months after delivery.
Warranties exclude wear and tear associated with normal circuit breaker operation, circuit
breakers used in special applications not covered by ANSI C37.06, and circuit breakers that
have exceeded the maximum allowable cumulated current. Warranties are based on strict
accordance with the maintenance instructions found in the breaker manual.

Provisions for liquidated damages are not included in this offer.

This offer does not include any sales tax (state, federal or local).

Schedule Delay Charge (% of contract value)
16+ weeks before shipment 0%
14 – 16 weeks before shipment 5%
8 – 14 weeks before shipment 10%
4 – 8 weeks before shipment 15%
0 – 4 weeks before shipment
15% plus storage fees

Schedule Cancellation Charge (% of contract value)
0 – 2 weeks after receipt of order 10%
2 – 4 weeks after receipt of order 15%
40%
8 – 14 weeks before shipment 60%
4 – 8 weeks before shipment 100%
0 – 4 weeks before shipment

The manufacturer shall not be liable for consequential or indirect damages such as loss of use, loss of profit, loss of contract,
loss of production or any financial loss. In addition, the total liability is limited to a maximum of the contract value. The right
for technical modifications is reserved.

AREVA T&D, Inc. *
One Power Lane
Charleroi, PA 15022
Phone: 724-483-7308
Fax: 724-483-7771
www.alstom.com
* doing Business as Alstom Grid

November 15, 2010 CA-USC-10752/1 Page 5

General Comments

The circuit breakers offered belong to a family of switchgear highlighted by the following features:

Third generation SF6 interrupter with advanced thermal effect interrupter.
Mechanical spring/spring operating mechanism.
More than 30,000 circuit breakers/switchers on order or in service since 1989, worldwide.

A spring type operating mechanism is used to operate the circuit breakers. The stored energy in the springs is sufficient to
perform one (1) O-CO operation without recharging. The tripping springs are automatically recharged after every C operation.
Duty cycle is O-0.3s-CO-10s-CO as standard.

The breakers have NEMA four (4) hole bushing terminals, made of aluminum and arranged in a horizontal plane and NEMA
two (2) hole, stainless steel, grounding pads located on opposite legs of the support structure. Anchor bolts, terminal
connectors and ground clamps are to be provided by others.

The circuit breakers will be supplied with minimum of 8 ‘a’ and 8 ‘b’ spare auxiliary contacts available for customer use. These
contacts are factory set and are not field inter-interchangeable or adjustable.

The circuit breakers have one (1) common gas density monitoring system for the three (3) poles, located outside of the control
housing, subject to ambient conditions. This pressure sensitive, temperature compensated SF6 gas density monitor has two (2)
contact settings for the following functions for falling density: (1) alarm, (2) functional lockout. The contact settings are
adjusted at the factory; therefore, they require no calibration and should not be adjusted in the field.

The circuit breakers have a common gas piping system with a common fill valve located outside of the control cabinet, and self-
sealing type isolation valves are provided on each tank to facilitate the removal of gas from a single tank

In the event of a loss of supply to the motor, a hand crank is included with each breaker to manually charge the spring.

The breakers will be shipped on a low step-deck or flatbed truck with bushings assembled and partially gas filled, thereby
eliminating the need for a vacuum pump on site. On-site assembly consists of topping off with SF6 gas and mounting the lower
legs of the support structure.

The proposed circuit breakers have been tested according to applicable ANSI/IEEE standards. Type tests have been performed
previously on a similar unit. A set of routine tests, also according to ANSI/IEEE standards, will be conducted on the circuit
breakers prior to shipment from our factory in Charleroi, PA. A repetition of any of these tests or the inclusion of a test or
testing procedure not covered in these standards or on our Routine Testing Report is not included in the price of the circuit
breakers.

The cost of routine equipment testing at our facility is included in the breaker pricing. All other costs (i.e. travel, lodging, and
meal expenses) associated with witness testing are not included.

AREVA T&D, Inc. *
One Power Lane
Charleroi, PA 15022
Phone: 724-483-7308
Fax: 724-483-7771
www.alstom.com
* doing Business as Alstom Grid

November 15, 2010 CA-USC-10752/1 Page 6

Key Features of the Circuit Breakers

Circuit Breaker

Interrupter tanks are high strength, single piece cast aluminum
Suitable for three (3) phase auto-reclosing
SF6 gas for the first filling is included in this item
SF6 density monitor with color scale
SF6 loss <0.5 % per year
Terminal connectors, grounding clamps, and anchor bolts are not included

Operating Mechanism

Anti-pumping device
Anti-condensation heater
Two (2) independent trip coils, one (1) closing coil
Local mechanical C/O-operation
Aluminum access plate for conduit entrance
Removable door of housing with provisions for padlocks
Breaker position and spring charge indicators included

Bushing Current Transformers (BCT’s)

Each core of each single-phase current transformer is magnetically independent.
Costs associated with the type testing of the BCT’s are not included in the breaker pricing.
Actual tap arrangements are to be re-confirmed by td user at time of order placement.
Thermal Rating factor ≥ 2.0

AREVA T&D, Inc. *
One Power Lane
Charleroi, PA 15022
Phone: 724-483-7308
Fax: 724-483-7771
www.alstom.com
* doing Business as Alstom Grid



2010 FIELD SERVICE RATES
For the US & Canada

High Voltage & GCB

Effective 1/1/2010

SERVICE PERSONNEL CLASSIFICATION Straight-time Overtime Rate Premium Rate Daily Expenses
Hourly Rate
Weekdays & Sundays & $300.00
Field Service Technician $140.00 Saturdays Holidays $300.00
Senior Field Service Technician $150.00 $300.00
$175.00 $165.00 $175.00
• Field Service Engineer/Specialist $116.00
• Travel Time $168.00 $187.00

$200.00 $250.00

$134.00 $153.00 $150.00

Hourly Rates

Field Service rates are based on an eight-hour day, Monday through Friday, with a minimum
charge of eight hours (8) for the first day and a minimum charge of four hours (4) for any
additional day. If work requires remaining on location over the weekend, living expenses will
be billed at cost, plus a 15% administrative fee.

• Straight time rates apply to all time worked during a normal eight hour workday.

The normal eight-hour workday is defined as any consecutive eight-hour day shift
period (Monday through Friday – Holidays excluded) with an allowance for
lunchtime.

• Overtime rate applies to all hours worked in excess of eight hours on weekdays and

all time worked on Saturdays not in excess of eight (8) hours.

• Premium rate applies to all hours worked on Sundays and National Holidays or in

excess of eight (8) hours on Saturdays.

• Daily Expenses includes all living expenses such as meals, lodging, local

transportation, parking, toll, personal vehicle usage, gas mileage, etc. Daily
expenses exclude airfare and any work related purchases such as material, tools or
equipment rental etc.

Training

Field service Engineer/Specialist – The Field Service Engineer/Specialist rate also applies for
on-site training services. For such a service, an additional 2 hours will be charged for office
time preparation. Training manuals are not included with this service and may be purchased at
additional cost.

Travel time

Travel time and expenses for each person will include leaving and returning to his
headquarters. Overtime and Premium rates do not apply to Travel time except for travel on
Saturday or Sundays and National Holidays.

One Power Lane – Charleroi, PA 15022 – Tel. : 724-483-7835 – Fax : 724-483-7877

Standby Time

Time, including daily expenses, incurred due to circumstances beyond the control of AREVA
T&D Service, to include but not limited to weather, customer, non-AREVA T&D Service
contractor, material delivery delays, etc. will be charged up to eight hours per day at applicable
rates.
Transportation & Living Expenses
All expenses, such as air fare, car rental, hotel, gas, tolls, parking, etc..., will be billed at cost,
plus a 15% administrative fee. Air fare and car rental reservations will be made at the most
efficient rate depending on availability and advance scheduling. No discounted rate, such as
non-refundable tickets shall apply. Personal vehicle usage, such as round trip from our
personnel headquarters to the work location or airport, will be charged based on actual
mileage at the current government published rate plus a 15% administrative fee. AREVA T&D
Service will select the appropriate accommodation for AREVA T&D Service personnel based on
the rate, availability, proximity and convenience.
Testing Equipment, Tools & Material
Standard testing equipment rental cost is included in the Field Service Rates. Specialized
tools, equipment or instruments not normally carried by a field technician or representative, will
be charged at current market or rental cost plus a 15% administrative fee. All shipping
expenses will be billed at cost, plus a 15% handling fee. Materials or services from
Subcontractors or Vendors will be billed at cost plus 25% overhead.

AREVA T&D Service 2/47 Technical Support

(877) 257-8664 US [email protected]

www.areva-td.com

PA Location
One Power Lane – Charleroi, PA 15022
Tel: 724-483-7835 Fax: 724-483-7877

FL Location
601 Townsend Road – Coca, FL 32955
Tel: 321-631-5979 Fax: 321-631-4124

One Power Lane – Charleroi, PA 15022 – Tel. : 724-483-7835 – Fax : 724-483-7877

AREVA T&D INC.
TERMS AND CONDITIONS OF SALE

1. Applicable Terms and Conditions pay all customs duties or taxes, local (non-U.S.) customs
broker fees or costs, as well as all other non-U.S. taxes of any
The purchase by Customer of the material, equipment, type whatsoever.
components, products, supplies, goods and documentation
(hereinafter the “Product”) is expressly governed by these 5. Terms of Payment
Terms and Conditions of Sale, including the attached
addenda. The provisions of any addendum to these Terms Payment terms are net 30-days from date of invoice, unless
and Conditions of Sale, shall take precedence over these agreed to otherwise by AREVA T&D INC. in writing.
Terms and Conditions of Sale only in relation to the product
lines represented by the specific addendum and only with If, in the judgment of AREVA T&D INC., the financial
respect to the specific items addressed in the addendum; condition of Customer at any time prior to delivery is
otherwise, all other provisions of these Terms and Conditions reasonably called into question, then AREVA T&D INC.
of Sale, not modified or addressed in the subject addendum may require payment in advance or cancel without any
shall remain valid. For all purposes below, the reference to liability or obligation, any outstanding order whereupon
the Terms and Conditions of Sale shall be understood to AREVA T&D INC. shall be entitled to receive reasonable
include any addendum attached hereto. cancellation charges. If delivery is delayed by Customer,
payment shall become due on the date AREVA T&D INC. is
Notwithstanding any provisions of any applicable laws, prepared by make delivery.
including, but not limited to the Pennsylvania Uniform
Commercial Code (UCC), and/or the common law, any If payments are not made when due, Customer shall pay, in
additional or different terms and conditions set forth in addition to overdue payment, a late charge equal to the
Customer’s requests for quotation or proposal, purchase greater of 1 ½% per month or the highest applicable rate
orders, purchase order acknowledgments, or similar writings, allowed by law on all such overdue amounts.
or in Customer’s electronic data interchange
acknowledgments or e-mail, irrespective of the date of the 6. Delivery.
same, are objected to by AREVA T&D INC. and will not be
binding upon AREVA T&D INC. unless specifically All Products shipped by AREVA T&D INC. to Customer
assented to in writing by an authorized representative of will be shipped in accordance with the INCOTERM (ICC
AREVA T&D INC. version 2000) specified in the quotation.

Furthermore, Customer’s purchase order shall constitute an When the AREVA T&D Inc. quotation calls for delivery CIF
acceptance of the quotation or proposal of AREVA T&D (“Cost, Insurance and Freight”)/Customer’s Port, any
INC. of which these Terms and Conditions of Sale form a delay/storage cost at the arrival port due to incorrect or
part, even if the purchase order provides otherwise and/or insufficient information is the sole responsibility of the
does not reference the AREVA T&D INC. quotation or Customer.
proposal. To the extent permitted by law, the so-called
“knock out” rule, in which differing terms between an offer Cartage (Store Door Delivery): Transportation charges
and acceptance are knocked out and are not deemed part of incurred from the nearest accessible common carrier point to
the resulting contract between the parties, shall not apply to final destination or to shipside (in case of shipment to U.S.
this contract. possessions) are the responsibility of the Customer unless the
common carrier furnishes store door delivery at no extra
2. Quotations charge.

Each quotation is valid for 30-calendar days from its date Method of Shipment: Shipping dates are approximate and
unless otherwise stated in the quotation, or revoked prior to are based on receipt of complete information with the order.
the issuance of Customer’s purchase order. If drawing approval is required, drawings must be returned
on schedule to maintain shipping date.
3. Prices
AREVA T&D INC. will determine the point of origin of
Prices are subject to change without notice. Unless otherwise shipment, the method of transportation and the routing of
specified, prices will be the prices in effect at the time of shipment. Customers requiring shipment by a method or
shipment by AREVA T&D INC. and will include freight routing other than that of AREVA T&D INC.’s selection will
prepaid and allowed to the first destination in the continental be billed any excess or premium in transportation charges.
United States. In the event of a price change, the effective For example, in the event the Customer requests air
date of the change will be the date shown on the revised shipment, AREVA T&D INC. will absorb an amount equal
quotation. However, where a price change is made by letter to the charges of the normally selected common carrier. If
or telegram, the effective date may be given as part of the the actual transportation charges on these shipments are less
announcement. Customer shall refer to the special user than such common carrier charges, then no allowance will be
discount sheets for more specific information. made for the difference. In no event will AREVA T&D INC.
be responsible for demurrage or detention charges.
4. Taxes
Any charges for special services, including, but not limited
The price quoted by AREVA T&D INC. for the Product does to, special train, lighterage, or construction, or repair of
not include any Federal, state or local property, license, transportation facilities will be paid or reimbursed by the
privilege, sales, use, excise, gross receipts or other like taxes Customer.
which may now or hereafter be applicable. Payment by
AREVA T&D INC. of any such taxes shall be for the Purchaser Pick-Up: No allowance will be made in lieu of
account of the Customer and shall be immediately transportation if the Customer accepts shipment at the
reimbursed by Customer to AREVA T&D INC. factory, or the warehouse or freight station.

Where Customer is located outside of the United States (i.e.
an export sale from AREVA T&D INC.), the Customer shall

Shipment Damage: Unless established in the operative Moreover, in the case of export sales, for the installation or
INCOTERM (ICC version 2000) or in the AREVA T&D commissioning of AREVA T&D INC.’s Product, the
INC. quotation, AREVA T&D INC. will not participate in Customer must use the services of AREVA T&D INC. or
any settlement of claims for concealed or other shipment those of AREVA T&D INC.’s affiliates, or, alternatively, be
damage. To the extent that the operative INCOTERM (ICC factory trained by AREVA T&D INC. (or AREVA T&D
version 2000) or the AREVA T&D INC. quotation provides INC.’s affiliates) for such purpose, or have received AREVA
for AREVA T&D INC.’s intervention in this regard, the T&D INC. approved training from a third party; otherwise,
Customer must unpack immediately and, if damage is the warranty protection herein shall not apply.
discovered, must:
The AREVA T&D INC. warranty obligation shall also be
i) Not move the product from the point of void as it relates to any nonconformity resulting from a
examination. defect due to the Customer’s design specifications, the
operation of the Product under abnormal conditions or
ii) Retain shipping container and packing contrary to specifications or instructions of AREVA T&D
material. INC. and industry standard practices; or where such use
results in excessive wear and tear (beyond normal); or where
iii) Notify the carrier of any apparent damage in modifications, alterations or repairs have been made by
writing on carrier’s delivery receipt and Customer or a third party without the consent of AREVA
request the carrier to make an inspection. T&D INC.

iv) Notify the AREVA T&D INC. location AREVA T&D INC.’s repair or replacement obligations set
from which shipment originated within 72 forth herein are the Customer’s exclusive remedy for any
hours of delivery. failure of AREVA T&D INC. to meet the material and
workmanship standards set forth in AREVA T&D INC.’s
v) Send AREVA T&D INC. a copy of the specifications. As such, correction of any non-conformity in
carrier’s inspection report. the manner and for the period of time provided herein shall
fully insulate AREVA T&D INC. from any liability under
Inspection and Acceptance: Customer has a reasonable time this warranty section, whether the claims of the Customer are
after receipt of the product to inspect and reject or accept the based in contract, tort (including negligence and strict
product. In any event, acceptance will be deemed to have liability), indemnity or any other legal theory with respect to
occurred no later than 30-days after shipment. or arising out of the Product.

7. Force Majeure In connection with the warranty obligations herein, in no
event will AREVA T&D INC. be responsible for gaining
AREVA T&D INC. shall not be liable for failure to perform access to the Product, nor for disassembly, reassembly and/or
or for delay in performance due to, any cause beyond its transportation of the Product or its parts to or from the place
reasonable control, including, but not limited to: acts of God; of installation. Accordingly, in and out charges, including,
acts or omissions which are substantially attributable to the but not limited to the cost of removal of the defective Product
Customer; unusually severe or harsh weather conditions; fire; from its related system, and the cost of its reinstallation in
flood; hurricanes; tornadoes; strikes or other labor such system, union or customer labor costs, site and/or
difficulties; any act or failure to act or delay in acting on the ancillary equipment costs, including, as stated above, all
part of any governmental authorities, including the issuance transportation costs to and from AREVA T&D INC.’s plant
or failure to issue government permits and/or export or re- or repair shop shall be borne exclusively by the Customer.
export permits/licenses; changes in laws; riots; epidemics; The Customer shall not return or dispose of any Product or
quarantine restrictions; war, insurrection or riot; acts of a part thereof with respect to which it intends to make a claim
civil or military authority; title and environmental issues; under the foregoing warranty, without the express prior
embargoes; fuel or energy shortage; blockades; transportation written authorization of AREVA T&D INC.
delays or accidents; faulty castings or forgings; inability to
obtain necessary labor, materials or manufacturing facilities Any repair or replacement undertaken in accordance with this
from usual sources; and delays of subcontractors. In the warranty section shall not serve to renew or extend the
event of delay in performance due to any of the foregoing AREVA T&D INC. warranty coverage herein.
causes, the date of delivery or time for completion will be
extended by a period of time equal to the greater of: (i) the THE EXPRESS WARRANTIES SET FORTH IN THIS
time reasonably necessary to overcome the effect of such ARTICLE ARE EXCLUSIVE AND NO OTHER
delay; or (ii) the time equal to the period of the delay. WARRANTIES OF ANY KIND, WHETHER
STATUTORY, ORAL, WRITTEN, EXPRESS OR
8. Warranty IMPLIED, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A
AREVA T&D INC. warrants that the Product manufactured PARTICULAR PURPOSE, OR WARRANTIES
by it will be of the kind and quality described in its ARISING FROM COURSE OF DEALING OR USAGE
specification and will be free of defects in workmanship and OF TRADE, SHALL APPLY. THE CUSTOMER’S
material. EXCLUSIVE REMEDIES AND AREVA T&D INC.’s
ONLY OBLIGATIONS ARISING OUT OF OR IN
In the event that the Product fails to comply with this CONNECTION WITH THE PRODUCT, WHETHER
warranty and AREVA T&D INC. is notified by Customer BASED ON WARRANTY, CONTRACT, TORT
promptly, in writing, within eighteen (18) months from the (INCLUDING NEGLIGENCE) OR OTHERWISE,
date of notification of readiness of shipment or twelve (12) SHALL BE THOSE STATED HEREIN.
months from the date of first use by Customer or the end
user, whichever occurs first, AREVA T&D INC. will correct Products supplied by AREVA T&D INC. but manufactured
such non-conformity by repair or, at its option, by making by others are warranted only to the extent of the
available Ex Works, repaired or replacement parts. The manufacturer’s warranty.
foregoing warranty obligation of AREVA T&D INC. shall be
void in respect to any nonconforming Product resulting from
the Product not having been handled, monitored, stored,
installed, operated and/or maintained in accordance with
AREVA T&D INC.’s specifications, instructions,
recommendations and industry standard practices.

AREVA T&D INC. warrants that the Product supplied exclusive right to use such intellectual property solely for the
hereunder will be delivered free of any and all rightful purpose of, and only to the extent necessary for, use of the
claims, demands, liens or encumbrances. In the event of a Product purchased hereunder in accordance with AREVA
breach of this warranty, Customer shall promptly notify T&D INC.’s published specifications or user documentation.
AREVA T&D INC. and AREVA T&D INC., at its expense, Sale by AREVA T&D INC. of the Product ordered hereunder
will defend the title to any affected Product or part thereof does not grant to Customer or Customer’s customers, or
and if unsuccessful will promptly provide to Customer, at no anyone claiming under Customer, a license, express or
cost, replacement parts or equipment which comply with this implied, to use such Product in combination with any other
warranty. machine or device, or in any process, under any patent,
copyright, mask work right or other intellectual property right
9. Patent Infringement of AREVA T&D INC. (or of any third party) covering or
relating to such usage. Ownership of all applicable patents,
AREVA T&D INC. shall, at its expense, defend any suit copyrights, trademarks, trade secrets, and other intellectual
brought against Customer based on a claim that any Product property rights in the Products sold hereunder, including the
furnished by AREVA T&D INC. pursuant to this Agreement associated documentation and specifications shall remain
constitutes an infringement of any United States patent, and vested solely in AREVA T&D INC. or (if applicable) its
AREVA T&D INC. shall pay all judgments and costs licensors. Customer agrees not to copy, reverse engineer, in
recovered against Customer in any such suit and shall whole or in part, any of AREVA T&D INC.’s Product for
reimburse Customer for costs or expenses incurred by any purpose whatsoever.
Customer in the defense of any such suit, provided that
Customer gives AREVA T&D INC. prompt and timely With respect to computer programs embedded in Product
notice of such suit (sufficient to timely and reasonably sold to Customer hereunder (“Embedded Software”),
prepare and respond to any inquiry, summons, filing, AREVA T&D INC. grants to Customer a perpetual,
complaint, motion, etc. which could affect AREVA T&D worldwide, non-exclusive license to use the Embedded
INC.’s and/or Customer’s rights), reasonable assistance in the Software solely as embedded in, and for execution on the
defense thereof, and full opportunity to control all aspects of specific Product originally purchased by Customer from
the defense thereof, including settlement. In the event such AREVA T&D INC. (the “AREVA T&D Equipment”).
Product is held to constitute infringement, and the use of the Product purchase documents, paper or electronic user
Product is enjoined, AREVA T&D INC. shall, at its option, documentation, and/or particular licenses purchased by
procure for Customer the right to continue using the Product Customer may specify additional limits to Customer’s use of
(i.e. a license); replace it with non-infringing product; modify the Embedded Software. Customer’s use of the Embedded
it so it becomes non-infringing; or remove the Product and Software shall be subject to all such limitations and purchase
refund the Contract Price applicable thereto. of all applicable licenses.

AREVA T&D INC.’S liability for patent infringement shall Customer shall not copy, modify, or disassemble the
not apply to: software, or permit others to do so. Customer shall not
transfer the license granted hereby or possession of the
(i) Patented processes performed by Embedded Software except as part of the AREVA T&D
the Product or another product Equipment, such transfer being subject to all of the
produced thereby; restrictions contained herein. Customer shall not allow any
third party to: (i) decompile, disassemble, reverse engineer
(ii) Products supplied according to a or attempt to reconstruct, identify or discover any source
design other than that of AREVA code, underlying ideas, or algorithms of the Embedded
T&D INC. and which is required Software by any means whatever, or disclose any of the
by the Customer; or foregoing; (ii) modify, incorporate into or with other
software, or create a derivative work of any part of the
(iii) Modifications of the Product or Embedded Software; (iii) attempt to circumvent any limits or
combinations of the Product with other license, timing or use restrictions that are built into the
another product not furnished by Embedded Software; (iv) remove any proprietary notices,
AREVA T&D INC. labels, or marks on or in any copy of the AREVA T&D
Equipment in which Embedded Software is embedded: (v)
THE FOREGOING PARAGRAPHS UNDER PATENT use any ‘locked’ or ‘key-restricted’ feature, function, service,
INFRINGEMENT STATE THE ENTIRE LIABILITY OF application, operation, or capability without first purchasing
AREVA T&D INC. FOR PATENT INFRINGEMENT BY the applicable license(s) and obtaining a valid key from
ANY PRODUCT FURNISHED PURSUANT TO THIS AREVA T&D INC, even if such feature, function, service,
AGREEMENT. application, operation, or capability is enabled without a key;
(vi) use the Embedded Software on non-AREVA T&D INC.
If a suit is brought against AREVA T&D INC. on account of: equipment; (vii) use the Embedded Software in any manner
(i) any patented processes performed by the Product or with other than as expressly provided herein. AREVA T&D INC.
respect to another product produced thereby; (ii) products may terminate this license upon written notice to Customer
supplied according to a design other than that of AREVA for violation of any of the terms of the foregoing license.
T&D INC. and which is required by the Customer; or (iii)
modifications of the Product or combinations of the Product AREVA T&D INC. retains ownership of all right, title and
with another product not furnished by AREVA T&D INC., interest (including copyright) in and to the Embedded
Customer shall indemnify AREVA T&D INC. in the same Software. Nothing in this Agreement constitutes a transfer or
manner and to the same extent that AREVA T&D INC. conveyance of any right, title or interest in the Embedded
would indemnify Customer as per the first paragraph in this Software, except the limited right to use it as provided herein.
Section 9.
The licensor(s) of third party software embedded in the
10. Intellectual Property. AREVA T&D Equipment shall be third party beneficiary(ies)
of this Agreement, and each and every such third party
The sale by AREVA T&D INC. of the Product ordered licensor shall have the right to enforce this Agreement in its
hereunder does not convey to Customer any of AREVA T&D own name as if it were AREVA T&D INC.
INC.’s intellectual property, including, but not limited to:
Patents, copyrights, trademarks, trade secrets, designs, In addition, to the extent portions of the Embedded Software
artwork or other proprietary rights, except Customer’s non- are distributed under and are subject to open source licenses

obligating AREVA T&D INC. to make the source code for To the extent that AREVA T&D INC. is responsible for any
such portions publicly available (such as the GNU general delays in its performance under these Terms and Conditions
public license (“GPL”) or the GNU library general public of Sale with respect to meeting the final delivery date for the
license (“LGPL”), AREVA T&D INC. will make such Product, its total liability for such performance delay to the
source code portions (including AREVA T&D INC. Customer shall not exceed an amount equal to 10% of the
modifications, as appropriate), available upon request for a value of the subject Product order. Compensation for
period of up to three (3) years from the date of distribution. Customer’s delay damages (in no event exceeding the 10%
Such requests can be made in writing to AREVA T&D INC., cap) will represent the full and final satisfaction of AREVA
One International Plaza, Suite 300, Philadelphia, PA 19113, T&D INC.’s liability for delay. Customer shall be obligated
Attn: General Counsel; you may obtain a copy of the GPL at to substantiate through appropriate and reliable documents its
HGTP:\\www.gnu.org\license\gpl.html, and a copy of the damages incurred on account of the late performance of
LGPL at HGTP:\\www.gnu.org\licenses\1gpl.html. AREVA T&D INC. Customer’s performance delay damages
shall not be recovered for any intermediate milestones or
11. Limitation of Liability deliverables by AREVA T&D INC., and covers only the final
delivery of the Product. Any amounts payable to Customer
The total, aggregate and cumulative liability of AREVA by AREVA T&D INC. hereunder shall be included as part of
T&D INC. (including hereinafter for purposes of this Section the total, aggregate liability cap set forth in Section 11 herein.
11, its affiliates, parent company, shareholders, subsidiaries, Customer shall use reasonable efforts to mitigate the effect of
officers, directors, employees, agents, assigns and their any delay caused by AREVA T&D INC.
respective predecessors and successors) to the Customer,
whether by indemnity, or in contract, guaranty, warranty, tort AREVA T&D INC. shall under no circumstances be liable
(including negligence and/or strict liability), by statute, or for late delivery damages to Customer where such late
under any other legal theory, shall in no event exceed the delivery has been caused by a force majeure event as defined
purchase order value of the specific Product in question. herein, a suspension of the work, a change order or
modification to the Product requested by Customer, or any
In addition, AREVA T&D INC. shall under no circumstances other act or omission of the Customer or its agents,
be liable to Customer, whether by indemnity, or in contract, contractors or subcontractors which has contributed to or
guaranty, warranty, tort (including negligence and/or strict resulted in the delay in question.
liability), by statute, or under any other legal theory for any
special, incidental, indirect or consequential damages or 13. Transfer.
losses of any nature, even if Customer has advised AREVA
T&D INC. in advance of the possibility of such damages. In the event Customer transfers to a third party the Product or
any right or interest therein, Customer agrees to indemnify,
Furthermore, under no circumstances shall AREVA T&D defend and hold AREVA T&D INC. harmless from any and
INC. be liable to Customer, whether by indemnity, or in all liability of AREVA T&D INC. to such transferee or any
contract, guaranty, warranty, tort (including negligence subsequent transferee in excess of what AREVA T&D
and/or strict liability) by statute, or under any other legal INC.’s liability would have been if such transferee had been
theory, for loss of profit, loss of production, loss of contract, bound by these Terms and Conditions of Sale in the same
loss of revenue, loss of use, cost of replacement power or manner as Customer.
temporary equipment (including additional expenses incurred
in using existing facilities); claims or damages of Customer’s 14. Title and Risk of Loss
customers; cost of money; loss of investment opportunity;
loss of business opportunity; increased operating costs; Risk of loss and transfer of title to the Product shall pass to
financing costs; or government fines, penalties or sums due, the Customer upon delivery of such Product or part as per the
even if Customer has advised AREVA T&D INC. in advance INCOTERM (ICC version 2000) designation set forth in
of the possibility of such economic and/or financial losses. Section 6 herein, or as otherwise stated in these Terms and
Conditions of Sale.
The remedies of the Customer set forth herein are exclusive
with respect to the Product and include anything done in 15. Contract Variations.
connection with the Product, such as the performance or
breach thereof, or from the manufacture, sale, repair or Drawing Approval and Changes. If Customer requires
replacement, delivery, resale, or use of the Product; for the approval of drawings such review, comment and/or approval
avoidance of doubt, the total, aggregate, and cumulative must be received by AREVA T&D INC. no later than 10
liability of AREVA T&D INC. whether in contract, in tort business days after submittal of drawings by AREVA T&D
(including negligence or strict liability), indemnity, guaranty, INC. to Customer. Customer’s failure to comply with this
warranty, by statute or under any other legal theory, for any requirement could result in delays in performance and
matter relating to the Product, shall not exceed the purchase increased costs. If at drawing approval, AREVA T&D INC.
order price of the Product. has failed to design the Product in accordance with the
Customer’s specification, AREVA T&D INC. will, at its own
Under no circumstances may AREVA T&D INC. be liable to expense, make the appropriate changes. Where Customer’s
Customer for punitive damages, nor may any arbitrator(s) or specifications are not sufficiently detailed, AREVA T&D
court of law award punitive damages against AREVA T&D INC. reserves the right to design the Product in line with
INC. AREVA T&D INC.’s judgment and good commercial
practice. If at any time, the Customer makes changes to the
No action, regardless of form, arising out of the transactions contract design as covered in Customer’s specifications, the
or subject matter of this contract may be brought by contract shall be subject to renegotiation of the price terms
Customer more than one (1) year after the cause of action has and delivery dates to reasonably cover any additional costs
accrued. AREVA T&D INC. shall be entitled to the and commitments occasioned by the change.
payment of its attorneys’ fees, consultants’ fees and costs and
expenses in the event that AREVA T&D INC. is forced to 16. Termination by Customer.
defend a legal action by Customer which claim(s) is covered
and/or precluded by this Section 11.

12. Delay Damages.

Any order or contract may be terminated by the Customer For applications in nuclear projects, the Customer or Owner
only by written notice and upon payment of reasonable and shall have complete and proper insurance protection against
proper termination charges, including but not limited to all liability and property damage resulting from nuclear
costs which have incurred up to the date of Customer’s notice incidents/accidents and shall fully indemnify, defend and
of termination. A reasonable amount for overhead and profit hold harmless AREVA T&D INC., its suppliers and
and any additional costs resulting from the termination and subcontractors, of all tiers, against all claims resulting from a
10% of the final net price will be included in the termination nuclear incident.
charges to compensate for disruptions in scheduling, planned
production, and other costs. Payment shall be made by 23. United States Export Controls
Customer to AREVA T&D INC. within net 30-days from the
date of invoice. The Customer acknowledges that the Product and all
documentation and other technical information delivered
Notwithstanding the foregoing, Customer will not be able to pursuant to these Terms and Conditions of Sale are subject to
terminate or cancel its order if such intended termination or export controls under the U.S. laws, including but not limited
cancellation is within six weeks of the projected delivery date to, the Export Administration Act and the regulations
of the Product; in such case, Customer will be fully bound promulgated thereto. Customer agrees to strictly comply
and obligated to AREVA T&D INC. in accordance with with all legal requirements established under these export
these Terms and Conditions of Sale and the agreed upon control laws and regulations and to fully cooperate with
price terms. AREVA T&D INC. in any official or unofficial audit or
inspection that relates to these export control laws and/or
17. Suspension by Customer. regulations. Customer shall not export, re-export, divert, or
transfer directly or indirectly, the Product and/or any
Any orders held, delayed or rescheduled at the request of the documentation or other technical information delivered
Customer will be subject to the prices and conditions of sale pursuant to these Terms and Conditions of Sale to any
in effect at the time of the release of the hold or the country, or to the nationals of any such country, which the
reschedule. Any such order held, delayed or rescheduled U.S. government determines is a country to which such
beyond a reasonable period of time will be treated as a export, re-export, diversion, transfer or disclosure is
Customer termination. restricted, without obtaining the prior written authorization of
AREVA T&D INC. and the applicable U.S. government
18. Delayed Shipment. agency. Customer acknowledges that the Product, including
associated data, drawings or information shall only be used in
When the Product is ready for shipment and shipment cannot connection with the project and in the location as identified
be made because of reasons beyond AREVA T&D INC.’s in the Customer’s request for quotation and shall not be
control, AREVA T&D INC. shall submit an invoice for the transferred, disclosed or re-exported directly or indirectly
Product payable upon receipt thereof and shall, upon written without the prior written consent of AREVA T&D INC. Any
notice to the Customer, store such products. In such event, breach of this provision will be considered a material breach
the following conditions shall apply: of these Terms and Conditions of Sale and Customer will be
obligated to defend, indemnify (including all
Notwithstanding Section 14 herein, risk of loss of the product attorneys’/consultants’ fees and costs and expenses) and hold
shall pass to the Customer upon moving such product to harmless AREVA T&D INC. (including its parent company
storage. and affiliates, shareholder(s), directors, officers, employees
and agents, assigns and successors) from any breach of this
All expenses incurred by AREVA T&D INC. in connection paragraph by Customer. The commitment of AREVA T&D
with the storage of the Product, including demurrage, the cost INC. to deliver the Product to the Customer is conditioned
of preparation for storage, storage charges, insurance if upon the obtainment by Customer of the required export
placed and handling charges shall be payable by the license(s) that the applicable U.S. export laws or regulations
Customer upon submission of invoices by AREVA T&D may require.
INC.
24. Testing and Acceptance of Product.
19. Cancellation by AREVA T&D INC.
Testing of the Product before shipment is carried out in
AREVA T&D INC. shall have the right to cancel any order accordance with AREVA T&D INC.’s routine factory test
at any time by written notice for any material breach of the procedures and at AREVA T&D INC.’s cost. In the event
contract by Customer. that the Customer requires additional tests beyond AREVA
T&D INC.’s standard factory tests, Customer shall bear the
20. Return of the Product. cost of the same. As far as circumstances allow, such
additional tests shall be carried out in AREVA T&D INC.’s
The Product may not be returned unless by written agreement factory. If it is found from one of the aforementioned tests,
of AREVA T&D INC., and subject to terms specified by that the Product does not meet the specifications of the order,
AREVA T&D INC. the Customer will allow AREVA T&D INC. a reasonable
opportunity for AREVA T&D INC. to remedy any test
21. Product Notices. related deficiency. Upon the Customer’s request, AREVA
T&D INC. shall provide ANSI/IEEE test reports for the
Customer shall provide the user (including its employees) of Product, with Customer paying any incidental costs or
the Product with all AREVA T&D INC. supplied Product administrative fees associated with such request.
and patent notices, warnings, instructions, recommendations
and similar materials. Under no circumstances shall In the case of Customer requirements for witness testing,
Customer or the user of the Product remove any such AREVA T&D INC. will proceed with witness testing at the
information which may be affixed to the Product or to the time agreed, irrespective of Customer’s delay in attendance.
related materials shipped with the Product. Tests performed during the absence of a witness, shall be
deemed to meet the witness requirements.
22. Nuclear Insurance—Indemnity

25. No Set Off. In the event that any dispute arising out of, or in connection
with, any Product order between the Customer and AREVA
Under no circumstances shall Customer withhold any monies T&D INC. and/or these Terms and Conditions of Sale, is not
due AREVA T&D INC. for the Product or otherwise, for the resolved within a reasonable period of time through good
purpose of offsetting or discharging any obligations which faith negotiations between the parties, then such dispute shall
AREVA T&D INC. may have to Customer or which the be submitted to private, non-binding mediation with the
Customer may have to its customers. American Arbitration Association (“AAA”) at the AAA
regional office closest to AREVA T&D INC.’s Philadelphia,
26. Confidentiality of Terms and Conditions of Pennsylvania headquarters, or to another mutually agreed
Sale. upon mediator. In the case of the AAA mediation, the
mediator shall be selected from the then current list of
These Terms and Conditions of Sale should be considered as approved AAA mediators. Any mediation that takes place
confidential between AREVA T&D INC. and Customer and pursuant to these Terms and Conditions of Sale shall be
only Customer’s employees, contractors and/or agents with a conducted according to the then current AAA mediation
“need to know” shall be privy to these Terms and Conditions procedures, whichever apply, unless some other process or
of Sale. Under no circumstances shall Customer reveal the procedure is mutually agreed upon by the parties.
content of these Terms and Conditions of Sale to a
competitor of AREVA T&D INC. If the mediation process has not resolved the dispute within
sixty (60) calendar days of the submission of the matter to
27. Exclusion of the U.N. Convention on Contracts mediation, or within such longer period as the parties may
for the International Sale of Goods. agree to, the dispute shall be submitted to private, binding
arbitration with the AAA at the AAA regional office closest
These Terms and Conditions of Sale expressly exclude the to AREVA T&D INC.’s Philadelphia, Pennsylvania
provisions of the U.N. Convention on Contracts for the headquarters.
International Sale of Goods.
The arbitration shall be conducted in accordance with the
28. No Strict Construction Against the Drafter. AAA Construction Industry Arbitration Rules or AAA
Commercial Arbitration Rules, as applicable, then in effect,
In the event of any ambiguity or inconsistency in these Terms or a mutually agreed upon set of arbitration rules. This
and Conditions of Sale, said terms will be given their literal agreement to arbitrate and any other agreement or consent to
or intended meaning and will not be strictly construed against arbitrate entered into in accordance herewith will be
or to the detriment of the drafter. specifically enforceable by any court having jurisdiction.
Notice of demand for arbitration must be filed in writing with
29. Severability. the other party to this Agreement and with the AAA. The
demand must be made within a reasonable time after the
Should any provision of these Terms and Conditions of Sale dispute has arisen. In no event may the demand for
be found to be in violation of law, the reminder of these arbitration be made if the institution of legal or equitable
Terms and Conditions of Sale shall continue to be in full proceedings based on such dispute is barred by the applicable
force and effect. statute of limitations, or these Terms and Conditions of Sale.
Any arbitration may be consolidated with any other
30. Waiver. arbitration proceedings. The arbitrator and/or arbitration
panel will have no authority to award attorneys’ fees,
Any waiver by AREVA T&D INC. of strict compliance with punitive or treble damages to any party, nor may the
these Terms and Conditions of Sale shall only be deemed arbitrator award any damages or amounts or assess any costs
valid where it is evidenced in writing by an authorized officer against AREVA T&D INC. (including its parent company,
of AREVA T&D INC.; furthermore, AREVA T&D INC.’s shareholders, affiliates, subsidiaries, directors, officer,
failure to enforce any provisions of these Terms and employees, successors and/or assigns) which may be
Conditions of Sale shall not be construed as a waiver of considered as excluded or limited by Sections 11 and 12 of
AREVA T&D INC.’s right thereafter to enforce each and these Terms and Conditions of Sale.
every such provision.
The award of the arbitrator shall be specifically enforceable
31. Survival. in a court of competent jurisdiction. It the total dispute,
exclusive of interest and arbitration costs, does not equal or
All rights and obligations contained in these Terms and exceed ONE Million dollars, the arbitration shall be heard by
Conditions of Sale, which by their nature or effect are one neutral arbitrator. If the total dispute equals or exceeds
required or intended to be observed, kept or performed after ONE Million dollars, then the arbitration shall be heard by a
termination or expiration of a Product order will survive and panel of three neutral arbitrators.
remain binding upon and for the benefit of the parties, their
successors (including without limitation successors by The protocol set forth herein for the resolution of disputes
merger) and permitted assigns, including, but not limited to: involving any Product orders between AREVA T&D INC.
Sections 1, 8, 9, 10, 11, 12, 13, 22, 23, 25, 26, 27, 28, 29, 30, and Customer and/or these Terms and Conditions of Sale,
31, 32 and 33 of these Terms and Conditions of Sale. shall be the sole and exclusive dispute resolution procedures
for the parties; nevertheless, a party may seek a preliminary
32. No Assignment. injunction or other preliminary judicial relief if, in its
judgment, such action is necessary to avoid irreparable
Neither these Terms and Conditions of Sale nor any rights, damage or to preserve the status quo. Despite such action,
interest or benefits of Customer hereunder may be assigned the parties will continue to participate in good faith and
by Customer to any other party without the express prior adhere to the dispute resolution procedures specified herein.
written consent of AREVA T&D INC.
These Terms and Conditions of Sale shall in all respects be
33. Dispute Resolution and Applicable Law. governed by and interpreted in accordance with the
substantive law of the State of Pennsylvania, excluding its
conflict of law provisions.

34. Insurance

Seller/Contractor/Supplier (AREVA T&D INC. in its
capacity under the contract) shall maintain the following
insurance:

(a) Workers Compensation Insurance, as required by law in
the state where the Work or Services are performed,
and Employer’s Liability Insurance with limits of USD
$1,000,000 by accident or disease for each employee.

(b) Business Automobile Liability Insurance for all owned,
non-owned or hired vehicles used by Seller in
performance of the Work or Services, with a combined
single limit per accident of USD $1,000,000 for bodily
injury, including death, and property damage.

(c) Commercial General Liability Insurance, in accordance
with standard ISO Commercial General Liability policy
form, with a limit of USD $1,000,000 per occurrence
and in the aggregate for bodily injury, including death,
and property damage.

(d) The Purchaser (AREVA T&D INC. customer) shall be
included as an additional insured in the amounts and
types of insurance required herein, with the exception
of Workers’ Compensation and Employer’s Liability,
but only to the extent of Seller’s explicit indemnity
obligations relating to covered claims for bodily injury,
including death, and physical damage to tangible third
party property; it being the intent of the parties not to
extent additional insured status under the coverage
required herein to Purchaser for Purchaser’s negligent
acts or omissions.

(e) To the extent that a covered claim is caused by Seller's
negligence, the insurers affording the coverage required
herein agree to waive any and all rights of subrogation
against Purchaser.

(f) The insurance required herein shall be considered
primary and non-contributory to any similar insurance
maintained by Purchaser, but only to the extent that a
covered claim is caused by Seller’s negligence.

(g) At the request of Purchaser, Seller shall furnish
Purchaser with a standard ACORD (current version)
form Certificate of Insurance as evidence of the
foregoing coverage. The Certificate Holder shall
receive notice of cancellation according to the standard
terms of the ACORD Certificate of Insurance form.

_________________________________________________