Sales Terms Terms of Sales GENERAL REQUIREMENTS 1. These Terms of Sale apply to the sale by Bruce Power L.P. (“Bruce Power”) and the purchase by you (the “Buyer”) of the equipment/goods/vehicles (the “Surplus Material”) described in the online auction/sale process to which these Terms of Sale are attached. 2. Buyer must: (a) determine safety and other regulatory requirements applicable to the use or resale of the Surplus Material; and (b) conduct its own due diligence respecting any other aspects of the Surplus Material. By signing these Terms of Sale, Buyer is deemed to have: (a) inspected and satisfied itself as to the condition of the Surplus Material; (b) determined safety or other regulatory requirements applicable to the use or resale of the Surplus Material; (c) conducted its own due diligence respecting any other aspects of the Surplus Material; and (d) expressly acknowledged that Bruce Power has made no examinations, investigations or inquiries whatsoever with respect to the Surplus Material, including as to whether the Surplus Material is in working order or safe to use. NO WARRANTIES 3. ALL SALES ARE ENTIRELY ON AN “AS IS, WHERE IS” BASIS. Bruce Power warrants that it is the owner of the Surplus Material. Except for warranty of title, the Surplus Material is sold AS IS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF THE PROPRIETARY RIGHTS OF THIRD PARTIES; BRUCE POWER HEREBY DISCLAIMS AND BUYER HEREBY WAIVES ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR DEMAND IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PATENT INFRINGEMENT, OR OTHERWISE WITH RESPECT THERETO. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Bruce Power, neither represents nor warrants that the Surplus Material will operate satisfactorily in Buyer's facilities or that the Surplus Material complies with any applicable federal, state, or local laws, ordinances, regulations, or standards, including, but not limited to, regulations and standards promulgated under federal and state environmental or occupational safety and health laws. 4. GENERAL If Buyer is the successful bidder/purchaser out of the sale/auction process which these Terms of Sale are attached to: a. Buyer will pay Bruce Power the full purchase price for the Surplus Material via the Aucto online portal, including all applicable taxes. Buyer shall pay any and all sales, use, transfer, filing, and other similar taxes or governmental charges with respect to the sale or purchase of the Surplus Material. b. Bruce Power will make the Surplus Material available for pickup by the Buyer at a location designated by Bruce Power. Buyer will be responsible for removing the Surplus Material from the applicable location within 14 days of the execution of these Terms of Sale. Delivery of the Surplus Material takes place, and title and risk of loss to the Surplus Material passes from Bruce Power to Buyer, upon pickup of the Surplus Material by Buyer. c. Buyer will be solely responsible for and will indemnify and save harmless Bruce Power, its employees, agents, representatives and contractors, from and against all losses, costs, expenses, liabilities, claims and demands arising in respect of any bodily injury (including death), personal injury, loss or damage (whenever and however arising) in any way referable to property, including the Surplus Material, in whole or in part, due to any negligence, actions or failure to act by Bruce Power or any other persons in respect of: (a) these Terms of Sale, (b) the inspection process, (c) the sale of the Surplus Material; (d) the breakdown, loading or removal of the Surplus Material; (e) the unsafe or otherwise unsatisfactory condition of the Surplus Material; or (f) the use of the Surplus Material. For the purposes of this section 7, Bruce Power is or will be deemed to be acting as agent for and on behalf and for the benefit of its employees, agents, representatives and contractors, and all such persons will be deemed to be parties to this contract and entitled to all exemptions, immunities and limitations set out herein. d. In no event whatsoever (including fundamental breach) will Bruce Power be liable for: (a) indirect, special, incidental, contingent or consequential losses or damages (including for loss or damage to the Surplus Material, items, materials, equipment or other property, bodily injury (including death), personal injury, loss of actual or anticipated revenue or profits, loss of use or any other economic loss whatsoever), even if Bruce Power has been advised of the potential for such losses or damages; (b) punitive, exemplary or aggravated damages; or (c) contribution or indemnity in respect of any claims against Buyer. e. If the Buyer fails to remove the Surplus Material within the 14-day period referred to in section 6, Bruce Power may give notice to the Buyer that these Terms of Sale are terminated. If the Terms of Sale are so terminated, Bruce Power may re-sell the Surplus Material or any portion thereof and Buyer will not receive a refund for any amounts paid to the Surplus Material. ALL SALES ARE FINAL AND THE SURPLUS MATERIAL MAY NOT BE RETURNED FOR A REFUND OR OTHERWISE. 5. These Terms of Sales, the sale of the Surplus Material and all other actions following the sale are governed by, and are to be construed and interpreted in accordance with, the laws of Ontario and the laws of Canada applicable in Ontario. Bruce Power and Buyer irrevocably submit to the exclusive jurisdiction of the courts of Ontario. These Terms of Sale may not be amended, except as agreed by Bruce Power and Buyer. 6. All indemnities and or waivers made in, required by or given under these Terms of Sale will survive each of the final payment and acceptance of the Surplus Material. The Parties, by their duly authorized representatives who each have the authority to bind the Parties, executed these Terms of Sale on the last date written below.