(3) Shaft Couplings

An 18% Buyer's Premium will apply.

PAYMENT TIMES: WITHIN 48 HOURS OF COMPLETION OF THE SALE.

ALL BIDS ARE MADE AND RECEIVED UNDER THE TERMS HEREINAFTER SET FORTH TO WHICH TERMS BIDDERS AGREE BY MAKING THEIR BID AT THE SALE. THESE TERMS CANNOT BE ALTERED EXCEPT BY THE AUCTIONEER. NO EMPLOYEE HAS AUTHORITY TO MODIFY SAME. THE OWNER AND/OR AUCTIONEER RESERVE THE RIGHT TO ADD TO OR MODIFY THE TERMS OF THE SALES.

This auction may require a credit or debit card 100% refundable deposit. Your credit/debit card added through the Bidspotter.com fully secure and PCI compliant registration process will be assessed a 100% refundable $1,000.00 (US Bidder) or $2,500.00 (International Bidder) deposit in order to be approved to bid online within this auction. If you are unsuccessful in the auction, your card will be refunded of your deposit within 24 hours post auction.
Holland Industrial Group LLC. DOES NOT TAKE CASH, DEBIT CARDS OR CREDIT CARDS FOR AUCTION INVOICE PAYMENTS.

All payments must be made by Wire Transfer or Company Check with Bank Letter of Guarantee to Holland Industrial Group LLC. Here is an example of what your letter should be: [Mr. “Customer Name” is a customer of this bank. This bank will guarantee unqualified payment of Holland Industrial Group LLC. on the account listed herein up to the amount of $. This letter is good until (insert expiration date 30 days from sale date)].
By registering, the Bidder hereby expressly authorizes HIG to charge the Credit Card if the Bidder fails to pay any invoice within forty-eight (48) hours after each such invoice is issued to Bidder.

All bidders are required to give full name, address, phone, fax, and bank information when registering. All bidders must register before bidding.

Bidders are required to provide information about their ownership upon request.

Bidders are required to complete BIS-711 form upon request.

All bids must be paid in full within two business days after the bids have closed. The Auctioneer shall determine the bidding increments. Some items may be auctioned with reserve.

All purchases must be removed within two weeks after the bids have closed. No lot can, on any account, be removed prior to HIG having been paid in full. Removal shall be at the expense, risk and liability of the Purchaser. Purchases will be delivered only on presentation of paid bill. Auctioneer shall not be responsible for goods not removed within the aforesaid time.

Riggers, movers, electricians, or buyer performing work at the Auction Sites must provide Auctioneer with evidence of insurance. The insurance coverage must be at a level acceptable to Auctioneer and to the Seller.

All checks for deposits and balances due shall be payable to the order of Holland Industrial Group LLC. unless instructed otherwise. All bills must be paid to the Opa-locka headquarters offices of the Auctioneer at 13105 NW 42nd Ave Opa-locka FL 33054, or by wire transfer directly to the bank specified in the wire transfer instructions provided for this on-line auction. The full purchase price on all lots sold to the same buyer must be paid within the time fixed and before removal of any of the goods.

THE AUCTIONEER SHALL NOT BE RESPONSIBLE FOR THE CORRECT DESCRIPTION, GENUINENESS, AUTHENTICITY OF, OR DEFECT IN ANY LOT, AND MAKES NO WARRANTY IN CONNECTION THEREWITH. NO SALE SHALL BE SET ASIDE NOR ALLOWANCE MADE ON ACCOUNT OF ANY INCORRECTNESS, ERROR IN CATALOGING, OR ANY IMPERFECTION NOT NOTED. NO DEDUCTION ALLOWED ON DAMAGED ARTICLES, ALL ARTICLES BEING EXPOSED FOR PUBLIC EXHIBITION, AND SOLD “AS IS” AND WITHOUT RECOURSE. ARTICLES ARE NOT WARRANTED AS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE, AND NO CLAIM MAY BE MADE BY PURCHASER RELATING TO THE CONDITION OR USE OF ARTICLES PURCHASED, OR FOR PROXIMATE OR CONSEQUENTIAL DAMAGES ARISING THEREFROM.

Articles purchased may not incorporate approved activating mechanisms, operating safety devices or safety guards, as required by OSHA or otherwise. It is Purchaser’s responsibility that articles purchased be so equipped and safeguarded to meet OSHA and any other requirements before placing such articles into operation.
Purchaser agrees to indemnify and hold Auctioneer harmless from and against all claims and liabilities relating to the condition or use of the articles purchased or failure of user to follow instructions, warnings or recommendations of the manufacturer, or to comply with federal, state and local laws applicable to such articles, including OSHA requirements, or for proximate or consequential damages, costs or legal expenses arising therefrom.

No claims will be allowed after removal of goods from premises.

Auctioneer shall not, in any event, be liable for non-delivery or any other matter or thing, to any Purchaser of any lot, other than for the return to the Purchaser of the deposit or sum paid on said lot, should the Purchaser be entitled thereto.
In default of payment of bills in full within the time therein specified, the Auctioneer in addition to all other remedies allowed by law, may retain all monies received as deposit or otherwise, as liquidated damages. Lots not paid for and removed within the time allowed herein may be resold at public or private sale without further notice, and any deficiency, together with all expenses and charges of re-sale, will be charged to the defaulting Purchaser.

Persons attending during exhibition, sale or removal of goods assume all risks of damage of or loss to person and property and specifically release the Auctioneer from liability therefor. Neither the Auctioneer nor his principal shall be liable by reason of defect in or condition of the premises on which the sale is held.

The Auctioneer reserves the right to withdraw from sale any of the property listed or to sell at this sale property not listed, and also reserves the right to group one or more lots into one or more selling lots or to subdivide into two or more selling lots. Whenever the best interest of a Seller will be served, the Auctioneer reserves the right to sell all the property listed, in bulk.

Where items are sold by estimated weight, count or measure, the Purchaser will be billed for and required to pay for the estimated weight, count or measure. If, upon delivery, any shortage exists, the Purchaser will receive a refund at the rate of purchase. If there be an excess, the Purchaser will be required to pay for such excess, at the rate of purchase.

The Auctioneer reserves the right to reject any and all bids, alter the order of sale, and accept bids made on behalf of the Seller. Auctioneer is not responsible for internet lags, delays, blackouts, or disconnects.

The record of sale kept by the Auctioneer and bookkeeper will be taken as final in the event of any dispute.

The Auctioneer is acting as agent only and is not responsible for the acts of its principals. Purchaser acknowledges, as an inducement to Seller to commit Purchaser to bid, that Purchaser has independently inspected the goods bid upon by the Purchaser, and acknowledges to the Seller that Purchaser is acquiring all goods “AS IS, WITH ALL FAULTS” and “WITH REMOVAL AT PURCHASERS’ RISK AND EXPENSE” and agrees to protect, indemnify and hold harmless the Seller from any and all claims, demands, causes of actions, liabilities and judgments relating to the conditions or use of the goods.

Seller, if not the same as the Auctioneer, shall have the rights, protections and benefits afforded to the Auctioneer as set forth herein.
Although all information has been obtained from sources deemed reliable, the auctioneer and seller make no warranty or guarantee, expressed or implied, as to the accuracy of the information herein contained, or contained in our catalog. It is for this reason that buyers should avail themselves of the opportunity to make inspection prior to the auction. Although it is not likely, auction sales are subject to cancellation or postponement. Kindly contact auctioneer prior to attendance.

ANY ADDITIONAL PROVISIONS OR AMENDMENTS TO THE ABOVE LISTED TERMS WILL BE POSTED BY THE AUCTIONEER PRIOR TO THE START OF BIDDING 

CENTERPOINT ENERGY RESOURCES CORPORATION SALES AGREEMENT NUMBER SA-M-2024-343

Part II

This Sales Agreement is between CenterPoint Energy Resources Corporation (the “Company”) Bidder ­­­­­­(“Purchaser”). The Company and Purchaser are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

The Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company and take possession of, the items identified in Box 5 of Part I (“Purchased Items”). 

The Parties therefore agree as follows: 

Definitions.  “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with that specified Person; “Agreement” is defined in the introductory paragraph of Part II; “Business Day” means a day other than a Saturday, Sunday or other day on which banks located in Texas are authorized or required by Law to close; “Claim” means any claim, cause of action, demand, suit, litigation or any threat thereof; “Company” is defined in the introductory paragraph of Part II; “Effective Date” is defined in the introductory paragraph of Part II; “Governmental Entity” means any entity or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to United States federal, state, local, or municipal government, foreign, international, multinational or other government, including any department, commission, board, agency, bureau, subdivision, instrumentality, official or other regulatory, administrative or judicial authority thereof, and any non-governmental regulatory body to the extent that the rules and regulations or orders of such body have the force of Law; “Indemnitee” is defined in Section 7(a); “Laws” means all applicable laws, statutes, regulations, rules, treaties, ordinances, judgments, directives, permits, decrees, approvals, interpretations, injunctions, writs, orders or other similar legal requirements of any Governmental Entity having jurisdiction over the Parties, their respective officers, directors, employees, agents, Affiliates or representatives, or the subject matter of this Agreement, as may be in effect from time to time; “Loss” means any liability, loss, claim, settlement payment, cost, expense, interest, award, judgment, damages (including punitive damages), diminution in value, fine, fee, penalty, court filing fee, court cost, arbitration fee or cost, witness fee, as well as each fee and cost of investigating and defending or asserting a Claim, including, without limitation, attorneys’ fees and other professionals’ fees and disbursements; “Notice” is defined in Section 15; “Party” and “Parties” are defined in the introductory paragraph of Part II; “Person” means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body; “Purchase Price” is defined in Section 3; “Purchased Items” is defined in the recitals of Part II; “Purchaser” is defined in the introductory paragraph of Part II; “Purchaser Party” means Purchaser, any subcontractor of Purchaser of any tier (including any third party transporter), as well as anyone directly or indirectly employed by any of them, any of their personnel or agents, and anyone for whose acts they may be liable; “Restricted Parties List” is defined in Section 12; “Site” means any property, warehouse, building or facility owned, leased or operated by the Company from time to time where any Purchaser Party is present for purposes of this Agreement; and “Third Party Claim” is defined in Section 7(b). 

2. Purchase and Sale.  Upon the terms and subject to the conditions of this Agreement, the Company shall sell to Purchaser, and Purchaser shall purchase from the Company and take possession of, the Purchased Items.

3. Price; Payment Terms.  The purchase price for the Purchased Items is determined at auction (the “Purchase Price”).  Purchaser shall pay the Purchase Price to the Company’s designated agent in accordance with the payment terms stated on the auction site.  

4. Taxes.  All taxes, including, but not limited to, federal, state, provincial, local, or foreign net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value added, withholding, excise, property, deed, stamp, alternative or add-on minimum, environmental, profits, windfall profits, transaction, transfer, license, lease, service, service use, occupation, energy, capital, premium, and any other taxes, assessments, customs duties, fees, levies or other governmental charges of any nature, whether disputed or not, together with any interest, penalties, additions to tax, or additional amounts with respect thereto, if any, due as a result of the purchase, sale, or transfer of the Purchased Items under this Agreement, whether imposed by Law on the Company or Purchaser, will be borne by Purchaser.  The Company will duly and timely withhold, or cause to be duly and timely withheld, all taxes required to be withheld by it in accordance with any Law from any amount paid, or credited, or deemed to be paid or credited by it to or for the account of Purchaser, and will duly and timely remit, or cause to be duly and timely remitted, to the appropriate Governmental Entity such taxes required by Law to be remitted by it. 

5. Pick Up of Purchased Items.  Purchaser shall pick up the Purchased Items at the time and location stated in Box 8 of Part I.  Title and risk of loss to the Purchased Items shall be deemed to pass to Purchaser upon the earliest of payment to Company’s designated agent, pick up of the Purchased Items by Purchaser, or placement by Purchaser in possession of Purchaser's designated carrier. Purchaser agrees to complete loading and removal of the Purchased Items from Company’s location, using Company’s designated rigging vendor when required and to provide all necessary transportation arrangements or services.  Pick up should be completed no later than fourteen (14) days following Purchaser's payment to Company’s designated agent for items that do not require rigging. If rigging is required, Purchaser must arrange a pickup time with Company’s designated rigger at Purchaser’s cost within forty-five (45) days following the date of sale.  If Purchaser fails to remove or pay for the Purchased Items on a timely basis, Company may elect to terminate this Agreement and/or make such alternate arrangements to dispose of or resell the Purchased Items on such terms as Company may determine and recover from Purchaser any out-of-pocket cost or loss to Company.  Purchaser will be solely responsible for, and shall pay all costs associated with, the pickup and transportation of the Purchased Items.  The Company will not be liable to Purchaser for any costs incurred by Purchaser because of any delay in availability for pickup of the Purchased Items. 

6. Title and Risk of Loss.  Title to and risk of loss of each Purchased Item will pass to Purchaser (i) when Company’s designated rigger takes possession of the Purchased Items to lift onto Purchaser’s truck, if, due to the size of the Purchased Items, the Purchased Items require Company’s designated rigging vendor to put the Purchased Items onto Purchaser’s truck, or (ii) when Company loads Purchased Items onto Purchaser’s truck or any third-party Transporter’s truck at any of the Company’s locations, if no rigging is required.  Company shall have the right to inspect all transportation arrangements made by Purchaser and reject any which are unsatisfactory to Company. 

7. Indemnification. 

(A) PURCHASER SHALL AT ITS OWN EXPENSE PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS EMPLOYEES, AGENTS, PARTNERS, AFFILIATES, SHAREHOLDERS, DIRECTORS AND OFFICERS (EACH AN “INDEMNITEE”), AGAINST ANY LOSS ARISING OUT OF OR RELATING TO ANY ONE OR MORE OF THE FOLLOWING: (I) ANY PURCHASED ITEM AFTER TITLE TO SUCH ITEM HAS PASSED FROM THE COMPANY TO PURCHASER UNDER THIS AGREEMENT; (II) THE PRESENCE OF ANY PURCHASER PARTY ON ANY SITE; (III) ANY MISREPRESENTATION OR BREACH BY PURCHASER OF ANY REPRESENTATION OR WARRANTY IN THIS AGREEMENT OR ANY RELATED AGREEMENT OR CERTIFICATE, OR ANY ALLEGATION THAT WOULD, IF PROVEN, ESTABLISH SUCH A BREACH; (IV) ANY BREACH BY PURCHASER OF ANY COVENANT OR OTHER AGREEMENT IN THIS AGREEMENT OR ANY RELATED AGREEMENT OR CERTIFICATE, OR ANY ALLEGATION THAT WOULD, IF PROVEN, ESTABLISH SUCH A BREACH; (V) THE ACTS, OMISSIONS, NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF ANY PURCHASER PARTY; (VI) PROPERTY DAMAGE OR BODILY INJURY OR DEATH, AND FINES, PENALTIES, OR ASSESSMENTS ISSUED BY ANY GOVERNMENTAL ENTITY, IN EACH CASE TO THE EXTENT ARISING OUT OF OR RELATED TO THE FAILURE BY ANY PURCHASER PARTY TO COMPLY WITH LAW; AND (VII) ANY CLAIMS BY ANY GOVERNMENTAL ENTITY THAT DIRECTLY OR INDIRECTLY ARISE OUT OF OR RESULT FROM THE FAILURE OF A PURCHASER PARTY TO PAY, AS AND WHEN DUE, ALL TAXES, DUTIES, LEVIES, ASSESSMENTS, TARIFFS, IMPOSTS, FEES OR CHARGES OF ANY KIND (TOGETHER WITH ANY AND ALL INTEREST, PENALTIES, ADDITIONS TO TAX AND ADDITIONAL AMOUNTS IMPOSED WITH RESPECT THERETO) IMPOSED BY ANY GOVERNMENTAL ENTITY.  AN INDEMNITEE MAY MAKE A CLAIM FOR INDEMNIFICATION UNDER THIS SECTION 7 BY PROVIDING NOTICE TO PURCHASER OF ANY CLAIM THAT DOES NOT INVOLVE A THIRD-PARTY CLAIM.  THE CLAIM SET FORTH IN THE NOTICE REQUIRED UNDER THE PRECEDING SENTENCE IS CONCLUSIVELY DEEMED A LOSS OF PURCHASER IF (A) THE INDEMNITEE HAS PROVIDED THAT NOTICE AND (B) PURCHASER DOES NOT DISPUTE ITS LIABILITY WITHIN 30 DAYS AFTER RECEIPT OF THAT NOTICE. IF A CLAIM HAS BEEN DEEMED A LOSS OF PURCHASER UNDER THIS SECTION 7(A), PURCHASER SHALL PAY TO THE INDEMNITEE ON DEMAND THE AMOUNT OF THE LOSS AND ANY OTHER RELATED PAYMENTS TO WHICH THE INDEMNITEE IS ENTITLED UNDER THIS SECTION 7. 

(B) AN INDEMNITEE SHALL PROVIDE NOTICE TO PURCHASER WITHIN A REASONABLE PERIOD OF TIME AFTER RECEIVING WRITTEN NOTICE FROM A THIRD PARTY OF THE COMMENCEMENT OF ANY LEGAL ACTION OR WRITTEN NOTICE OF ANY CLAIMS OR THREATENED CLAIMS AGAINST THAT INDEMNITEE FOR WHICH PURCHASER MAY BE LIABLE (A “THIRD PARTY CLAIM”).  ANY FAILURE BY AN INDEMNITEE TO PROVIDE NOTICE WITHIN A REASONABLE TIME WILL NOT AFFECT PURCHASER’S OBLIGATIONS UNDER THIS SECTION 7, UNLESS AND ONLY TO THE EXTENT THAT PURCHASER HAS SUFFERED SOME MATERIAL PREJUDICE DUE TO INDEMNITEE’S DELAY.  IF PURCHASER WISHES TO ASSUME THE DEFENSE OF THE THIRD-PARTY CLAIM, IT SHALL DO SO BY SENDING NOTICE OF THE ASSUMPTION TO THE INDEMNITEE.  IF PURCHASER ASSUMES THE DEFENSE OF A THIRD-PARTY CLAIM, PURCHASER SHALL INDEMNIFY THE INDEMNITEE FROM ALL LOSSES SUFFERED AS A RESULT OF THAT THIRD PARTY CLAIM.  PROMPTLY AFTER SENDING THE NOTICE, PURCHASER SHALL CHOOSE AND EMPLOY INDEPENDENT LEGAL COUNSEL ACCEPTABLE TO THE INDEMNITEE.  AFTER SENDING THE NOTICE, SUBJECT TO SECTIONS 7(C) AND 7(D), PURCHASER IS ENTITLED TO CONTEST, PAY, SETTLE OR COMPROMISE THE CLAIM AS IT DETERMINES, EXCEPT THAT IF ANY OF THE INDEMNITEE'S INSURANCE POLICIES PROVIDE COVERAGE FOR THE CLAIM, THAT CONTROL WILL BE EXERCISED IN COORDINATION WITH ANY INSURER PROVIDING THE APPLICABLE INSURANCE COVERAGE. 

(C) NOTWITHSTANDING SECTION 7(A), AN INDEMNITEE IS ENTITLED, BUT NOT OBLIGATED, TO: (I) PARTICIPATE IN THE DEFENSE OF A THIRD PARTY CLAIM; AND (II) DEFEND A THIRD PARTY CLAIM WITH COUNSEL OF ITS OWN CHOOSING AND WITHOUT THE PARTICIPATION OF PURCHASER IF: (A) PURCHASER FAILS OR REFUSES TO DEFEND THE THIRD PARTY CLAIM; (B) PURCHASER AND INDEMNITEE HAVE MATERIALLY DIVERGENT INTERESTS IN THE OUTCOME OF THE THIRD PARTY CLAIM; OR (C) REPRESENTATION OF PURCHASER AND THE INDEMNITEE BY THE SAME COUNSEL WOULD, IN THE OPINION OF THE INDEMNITEE, CONSTITUTE A CONFLICT OF INTEREST. 

(D) IF PURCHASER ASSUMES THE DEFENSE OF A THIRD-PARTY CLAIM, IT MAY NOT AFFECT ANY COMPROMISE OR SETTLEMENT OF THE THIRD-PARTY CLAIM WITHOUT THE CONSENT OF THE INDEMNITEE, AND THE INDEMNITEE HAS NO LIABILITY WITH RESPECT TO ANY COMPROMISE OR SETTLEMENT OF ANY THIRD-PARTY CLAIM EFFECTED WITHOUT ITS CONSENT.  NOTWITHSTANDING THE PRECEDING, PURCHASER MAY EFFECT A COMPROMISE OR SETTLEMENT OF ANY THIRD PARTY CLAIM WITHOUT THE INDEMNITEE’S CONSENT IF ALL OF THE FOLLOWING CONDITIONS ARE MET: (I) THERE IS NO FINDING OR ADMISSION OF ANY VIOLATION OF LAW OR ANY VIOLATION OF THE RIGHTS OF ANY PERSON AND NO EFFECT ON ANY OTHER CLAIM THAT MAY BE MADE AGAINST THE INDEMNITEE; (II) THE SOLE RELIEF PROVIDED IS MONETARY DAMAGES THAT ARE PAID IN FULL BY PURCHASER; (III) THE COMPROMISE OR SETTLEMENT INCLUDES, AS AN UNCONDITIONAL TERM, THE CLAIMANT’S OR PLAINTIFF’S RELEASE OF THE INDEMNITEE, IN FORM AND SUBSTANCE SATISFACTORY TO THE INDEMNITEE, FROM ALL LIABILITY IN RESPECT OF THE THIRD PARTY CLAIM; (IV) THE COMPROMISE OR SETTLEMENT INCLUDES CONFIDENTIALITY PROVISIONS IN FORM AND SUBSTANCE SATISFACTORY TO THE INDEMNITEE; (V) PURCHASER HAS COORDINATED THAT COMPROMISE OR SETTLEMENT WITH ANY INSURER AS REQUIRED UNDER ANY APPLICABLE INSURANCE POLICIES PROVIDING COVERAGE FOR THAT THIRD PARTY CLAIM; AND (VI) THE INDEMNITEE DOES NOT BELIEVE THAT THE MATTER IN QUESTION MAY INVOLVE POTENTIAL CRIMINAL LIABILITY AGAINST THE INDEMNITEE.

(E) NOTWITHSTANDING SECTION 17, ANY INDEMNITEE THAT IS NOT A PARTY TO THIS AGREEMENT IS A THIRD-PARTY BENEFICIARY OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.  ANY MODIFICATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS IS BINDING UPON THOSE INDEMNITEES, AND ANY ACTION TAKEN OR CONSENT GIVEN BY THE COMPANY IS BINDING UPON THOSE INDEMNITEES FOR PURPOSES OF THIS AGREEMENT.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE OBLIGATIONS OF PURCHASER UNDER THIS SECTION 7 WILL SURVIVE THE CONSUMMATION, COMPLETION OR TERMINATION OF THIS AGREEMENT. 

8. Limitation of Liability.  UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS) ARISING FROM ANY CLAIM WHATSOEVER, WHETHER BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE COMPANY’S AGGREGATE LIABILITY SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNT PAID BY PURCHASER TO THE COMPANY UNDER THIS AGREEMENT FOR THE PURCHASED ITEMS RELATED TO THE CLAIM. THE RELEASES, INDEMNITIES, WAIVERS, ASSUMPTIONS OF AND LIMITATIONS ON LIABILITIES AND REMEDIES IN THIS AGREEMENT APPLY, TO THE EXTENT PERMITTED BY LAW, EVEN IN THE EVENT OF FAULT, NEGLIGENCE, OR STRICT LIABILITY OF THE PERSON RELEASED OR INDEMNIFIED, WHOSE LIABILITY IS LIMITED OR ASSUMED, OR AGAINST WHOM RIGHTS ARE WAIVED.  THE PARTIES AGREE THAT THIS SECTION 8 IS CONSPICUOUS AND SATISFIES THE EXPRESS NEGLIGENCE RULE. 

9. Warranties Disclaimer.  The Company is not a manufacturer of the Purchased Items and is not in the business of selling items like the Purchased Items in the ordinary course of its business.  THE PURCHASED ITEMS ARE BEING TRANSFERRED TO PURCHASER “AS IS, WHERE IS” AND WITH ALL FAULTS.  THE COMPANY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED ITEMS, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE PURCHASED ITEMS, THE MERCHANTABILITY, DURABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PURCHASED ITEMS, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE PURCHASED ITEMS, AND THE COMPANY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (WHICH DISCLAIMER PURCHASER HEREBY ACKNOWLEDGES).  THE COMPANY WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DEFECTS, EITHER PATENT OR LATENT (WHETHER OR NOT DISCOVERABLE BY PURCHASER) IN THE PURCHASED ITEMS, OR FOR ANY DIRECT OR INDIRECT DAMAGE TO PERSONS OR PROPERTY RESULTING THEREFROM, OR FOR PURCHASER’S LOSS OF USE OF THE PURCHASED ITEMS OR FOR ANY INTERRUPTION IN PURCHASER’S BUSINESS CAUSED BY PURCHASER’S INABILITY TO USE THE PURCHASED ITEMS FOR ANY REASON WHATSOEVER. 

10. Purchaser Warranties. Purchaser warrants that it has inspected the Purchased Items at time of pick up and understands that the Purchased Items may be in used condition and may no longer be suitable for original design application.  Purchaser further warrants that it is familiar with the Law as applied to the Purchased Items and the manner in which the Purchased Items may be used, handled, serviced, transported, distributed and disposed of, including State and Local Waste Disposal requirements, and Purchaser warrants that it will comply with the Law during its use and possession of the Purchased Items and any Non-Conforming materials.  Purchaser further warrants that it is under no legal or contractual restrictions or prohibitions that would prevent Purchaser from taking title to Purchased Items as agreed herein.  

11. Termination for Convenience. Company shall have the right to suspend or terminate this Agreement for convenience at any time by written notice to Purchaser. Company shall determine an appropriate adjustment to the price for Purchased Items affected by the notice of suspension or termination.

12. Delays, Force Majeure. An extension of time to complete performance, excluding payment obligations, shall only apply for delays caused by conditions over which a Party has no control. Purchaser shall not be entitled to compensation for delays, acceleration, inefficiency or other type of impact resulting from any delays and shall be fully compensated by an extension of time. If Company cannot release any of the Purchased Items to Purchaser for purchase or pick up due to a legal condition or other requirement, Company may terminate this Agreement without further liability, subject to an appropriate reduction or refund in the price paid by Purchaser. 

13. Environmental, Safety Conditions. Purchaser has carefully reviewed all documents and information incorporated in this Agreement, has inspected the Purchased Items and the site where located, and understands their nature, scope, and applicable conditions, including, environmental and safety. Company has made commercially reasonable efforts to remove hazardous materials from the Purchased Items.  Notwithstanding, Purchaser acknowledges Company’s warning that any or all Purchased Items received hereunder, may be or become hazardous during use, handling, cleaning, reconditioning, recycling, disposal, or shipment, and may contain hazardous chemicals or properties, including toxicity, flammability, or explosiveness. This warning and any other in the Agreement shall not be altered without Company’s express written consent. Purchaser shall always exercise utmost care and skill and assumes full liability for its acts and omissions. Purchaser shall comply with all applicable Company safety program requirements while conducting work at the site. 

14. Restricted Parties.  Purchaser represents and warrants that (a) none of Purchaser Parties appear on, or are associated with any name or entity on, the Restricted Parties List, and (b) Purchaser has no knowledge of any circumstances that may affect the accuracy of clause (a), including, but not limited to, investigations of, or debarment proceedings against, Purchaser, any Purchaser Party or any Person with which either of them is associated.  Purchaser shall immediately notify the Company if it becomes aware of any such circumstances.  “Restricted Parties List” means the United States Department of Commerce Entity List, Denied Persons List, and Unverified List, the United States Department of Treasury Specially Designated Nationals and Blocked Persons List, and the United States Department of State Debarred Parties List. 

Hunting, Fishing and Firearms.  Purchaser shall not, and shall cause each Purchaser Party not to, hunt, fish or possess any weapons, firearms or other similar items at any Site or any other property owned, leased or controlled by the Company.  The Company may inspect any Purchaser Party and any of its vehicles entering and leaving any Site or other property owned, leased or controlled by the Company to confirm that Purchaser Party’s compliance with this Section 13.  Purchaser shall notify each Purchaser Party that a violation of this Section 13 may result in prosecution under Law, including trespassing Laws and Laws relating to the possession of weapons, firearms and other similar items. 

Further Assurances.  If at any time after the Effective Date any further action is necessary or appropriate to carry out the purposes of this Agreement, Purchaser shall take, or cause to be taken, that action.

Notices. 

(a) For a notice or any other communication under this Agreement (a “Notice”) to be valid, it must be in writing and signed by the sending Party, and the sending Party must use one of the following methods of delivery: (i) personal delivery; (ii) registered or certified mail, in each case, return receipt requested and postage prepaid; or (iii) nationally or internationally recognized overnight courier, with all fees prepaid. 

(b) For a Notice to be valid, it must be addressed to the receiving Party at the following address for the receiving Party or to any other address designated by the receiving Party in a Notice in accordance with this Section 15: (i) if to the Company, the address stated in Box 3 of Part I; and (ii) if to Purchaser, the address stated in Box 4 of Part I. 

(c) Subject to Section 15(d), a valid Notice is effective when received by the receiving Party in accordance with Sections 15(a) and 15(b).  A Notice is deemed to have been received as follows: (i) upon receipt as indicated by the date on the signed receipt; or (ii) if the receiving Party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address for which no Notice was given, then upon that rejection, refusal or inability to deliver. 

(d) If a Notice is received after 5:00 p.m. local time on a Business Day at the location specified in the address for the receiving Party, or on a day that is not a Business Day, then the Notice is deemed received at 9:00 a.m. local time on the next Business Day.  If more than one method for delivery of a Notice under Section 15(a) is used, the earliest Notice date under Section 15(c) will control.  If a Party gives Notice under this Section 15 that it has a permitted successor or assign, then a Notice will be given as set forth in this Section 15 also to that successor or assign. 

Assignment and Delegation.  Purchaser shall not assign any part of its rights or delegate any performance under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner, without the Company’s prior written consent.  The Company may withhold consent for any or no reason in its sole and absolute discretion.  For purposes of this Agreement: (a) a “change in control” is deemed an assignment; (b) “control” means the power, directly or indirectly, to (i) vote more than 50% of the securities that have ordinary voting power for the election of Purchaser’s directors or managers, or (ii) direct or cause the direction of the management and policies of Purchaser whether by voting power, contract or otherwise; and (c) “merger” refers to any merger in which Purchaser participates, regardless of whether it is the surviving or disappearing entity.  Any purported assignment of rights or delegation of performance in violation of this Section 16 is void and of no effect.  The Company is entitled to assign its rights or delegate performance under this Agreement, in whole or in part. 

Third Party Beneficiaries.  This Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. 

Counterparts.  The Parties may sign this Agreement in several counterparts, each of which will be deemed an original but all of which together will constitute one instrument. 

Severability.  If any provision of this Agreement is held invalid, illegal or unenforceable: (a) the remaining provisions of this Agreement will remain in full force, if the essential terms and conditions of this Agreement for both Parties remain valid, legal and enforceable; and (b) the court or other tribunal rendering the provision invalid, illegal or unenforceable shall modify this Agreement so as to effect the original intent of the Parties to the fullest extent permitted by applicable Law. 

Merger.  This Agreement contains the entire agreement between the Parties and is the complete and exclusive expression of the Parties’ agreement on the subject matter of this Agreement.  This Agreement supersedes all other oral or written agreements or policies relating to this Agreement.  The provisions of this Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings or performance.  In entering into this Agreement, neither Party has relied upon any statement, representation, warranty, or agreement of the other Party except for those expressly contained in this Agreement.  No conditions precedent to the effectiveness of this Agreement exists other than those expressly stated in this Agreement. 

Modification; Waiver.  No amendment of this Agreement will be effective unless it is in writing and signed by the Parties.  No waiver of satisfaction of a condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the Party granting the waiver, and no such waiver will constitute a waiver of satisfaction of any other condition or nonperformance of any other obligation.  To be valid, any document signed by a Party in accordance with this Section 21 must be signed by an officer or other representative of that Party authorized to do so.

Governing Law; Jurisdiction; Venue.  The laws of the State of Texas, without giving effect to principles of conflict of laws, govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including, but not limited to, its validity, interpretation, construction, performance, and enforcement.  Purchaser hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts of the State of Texas and of the United States of America located in State of Texas, County of Harris, for any actions, suits, or proceedings arising out of or relating to this Agreement.  Purchaser hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of this Agreement, in the courts of the State of Texas or the United States of America located in State of Texas, County of Harris, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. 

Insurance.  Purchaser agrees to procure and to maintain in full force and effect, at Purchaser’s sole expense, insurance of the following types and amounts, written by insurance companies satisfactory to CenterPoint Energy, Inc., authorized to do business in the state where the work is being performed, and having an A.M. Best’s Rating of not less than “A- VII”:

Purchaser shall have general liability insurance on a form no less broad than the coverage provided by a “Commercial General Liability Insurance” form (dated 2004 or thereafter) promulgated by the Insurance Services Office, and containing language affording coverage for contractual liability, the products and completed operations hazards, broad form property damage liability, and the explosion, collapse and underground hazards, with respect to all transactions contemplated hereunder, for all liability arising out of injury to or death of one or more persons, and injury to or destruction of property, in any one occurrence, in amounts not less than $2,000,000 for General Aggregate and $1,000,000 for Products – Comp/Ops Aggregate, Personal & Advertising Injury, and Each Occurrence.  Purchaser shall carry automobile liability insurance on a form no less broad than the coverage provided by a “Business Automobile Liability Insurance” form (dated 1985 or thereafter) promulgated by the Insurance Services Office, on all owned or hired autos, as well as non-owned autos, in an amount not less than $1,000,000 combined single limit, for all liability arising out of injury to or death of one or more persons, and injury to or destruction of property, in any one occurrence. 

(b) All insurance policies shall include CenterPoint Energy, Inc., including its direct and indirect subsidiaries and affiliates, including limited liability companies, as additional insureds using appropriate endorsements, and shall include language that such insurance shall respond as primary insurance and shall not require contribution from any other insurance that may be maintained by CenterPoint Energy, Inc. or its direct and indirect subsidiaries and affiliates, including limited liability companies.  

(c) All insurance policies shall include full waivers of subrogation in favor of CenterPoint Energy, Inc., including its direct and indirect subsidiaries and affiliates, including limited liability companies, unless waiver of subrogation is prohibited by the law governing such insurance. 

Excess Liability Insurance. Purchaser shall carry Excess Liability Insurance that follows the form of the underlying primary liability insurance required by Employers Liability only, General Liability, and Automobile Liability, in an amount not less than $5,000,000 per occurrence and $5,000,000 in the aggregate.

Workers’ Compensation and Employers’ Liability

Purchaser shall carry statutory Workers’ Compensation Insurance Covering Purchaser’s employees in compliance with all requirements of the Workers’ Compensation laws of all states in which Purchaser performs work hereunder.

In addition, Purchaser shall carry Employer’s Liability Insurance covering all operations and work hereunder in an amount not less than the following:

                 Each Accident                                                   $1,000,000

                 Each Disease Each Employee                          $1,000,000

                 Disease Policy Limit                                          $1,000,000