General Terms and Conditions

1. Definitions. The word "Government" as used herein shall mean the United States of America, and the word "Contracting Officer" shall mean the United States Department of Energy, its duly authorized representative or representatives. The word "Agent" shall mean the Government Contractor acting for the Department in selling the property. The word "Purchaser" shall mean the successful Bidder hereunder to whom award is made.
2. Inspection. Bidders are invited and urged to inspect the property to be sold prior to submitting bids. Property will be available for inspection at the places and times specified in the Invitation. The Agent and the Government will not be obligated to furnish any labor for such purpose. In no case will failure to inspect constitute grounds for a claim or for the withdrawal of a bid after opening.
3. Condition of Property. All property listed herein is offered for sale "as is" and without recourse against the Agent or Government. The description is based on the best available information, but the Agent and the Government make no guaranty, warranty, or representation, expressed or implied, as to quantity, kind, character, quality, weight, size, or description of any of the property, or its fitness for any use or purpose, except as provided in Conditions 13 and 14; no claim will be considered for allowance or adjustment or for rescission of the sale based upon failure of the property to correspond with the standard expected; this is not a sale by sample.
4. Consideration of Bids.
   1. Unless otherwise provided in the Invitation, telegraphic or telephonic bids will not be considered.
   2. The Bidder agrees that his bid will not be withdrawn within the period of time specified for the acceptance thereof following the opening of bids (60 calendar days if no period be specified by the Government or by the Bidder) and that during such period his bid will remain firm and irrevocable. The Agent reserves the right to reject any or all bids, including bids under which a Bidder could take unfair advantage of the Government or other Bidders, to waive any technical defects in bids, and unless otherwise specified by the Agent or by the Bidder, to accept any one item or group of items in the bid, as may be in the best interest of the Government. Unless otherwise provided in the Invitation, bids may be submitted on any or all items. However, unless the Invitation otherwise provides, a bid covering any listed item must be submitted on the basis of the unit specified for that item and must cover the total number of units designated for that item.
5. Bid Guarantee. The bid must be accompanied by said bid deposit. In the event of any default by the Bidder or any failure by the Bidder to comply with the terms and conditions of this sales agreement, any deposit made by the Bidder may be applied by the Agent or the Government to any loss, cost, and expense occasioned to the Agent or Government, thereby, including any loss, cost, and expense incurred in selling the property and including any difference between the amount specified in the bid and the amount for which the Agent or the Government may sell the property, if the latter amount be less than the former. Deposits accompanying bids, which are not accepted, will be returned. Deposits of successful Bidders may be applied against the sales agreement price, and upon completion of the sales agreement any excess of the deposit will be returned to the Bidder.
6. Bid Price Determination. When bids are solicited on a unit price basis, Bidders will insert their unit prices and total prices in the space provided for each item.
   1. In the event the Bidder inserts a total price on the item but fails to insert a unit price, the Agent will determine the unit price by dividing the total price by the quantity of the item set out in the Invitation. The unit price so determined shall be used for the purpose of bid evaluation, award and all phases of agreement administration.
   2. When bids are solicited on a "lot" basis, Bidders should submit a total price on the bid sheet.
7. Payment. Payment of the balance of the purchase price, if a deposit has been made or otherwise of the full purchase price, shall be made by cash, personal or company check; provided, however, the Agent reserves the right to require Bidder to replace personal or company check with cash, cashier's or certified check, bank draft, postal or express money order under circumstances deemed appropriate by the Agent. Checks must be made payable to B&W Y-12, L.L.C., Government Fund Account. Unless otherwise specified by the Agent, payment of the full purchase price, subject to any adjustment for variation in quantity or weight pursuant to Article 9, must be made prior to the date specified for removal and prior to delivery of any property. If any such adjustment is necessary, then payment must be completed immediately subsequent to adjustment unless otherwise specified by the Agent. If the successful Bidder fails to make full and final payment as herein provided, the Agent and the Government reserve the right, upon written notice to the successful Bidder, to sell or otherwise dispose of any or all of such property in the Agent's possession and to charge the loss, if any, to the account of the defaulting Bidder. The original Purchaser will in no way be released from full compliance with the terms and conditions of the sale by his resale of the property.
8. Title, Risk of Loss, and Representative's or Government's Liability. Title to the property sold hereunder shall vest in the Purchaser only upon full payment being made to the Agent (in the case of personal check or company check after such check is honored), except that if the agreement provides for loading to be performed by the Agent, the title shall not vest in the Purchaser until both loading and payment are completed. The Agent will furnish a certificate of release, Standard Form 97, for each piece of equipment requiring licensing by a state. On all purchases the Agent will issue to the Purchaser written authorization to permit removal of property. After mailing notice of award and before delivery of property to the Purchaser, the Agent and Government will be responsible for the care and protection of the property and any loss, damage, or destruction occurring during such period will be adjusted by the Agent by appropriate changes in the agreement price. After delivery of property to the Purchaser, and before the date specified for removal, the Agent's and the Government's responsibility will be limited to the exercise of reasonable care for the protection of the property. After the date specified for the removal of the property, all risk of loss, damage, or destruction from any cause whatsoever shall be borne by the Purchaser.

   In any case where liability of the Agent or Government to the Purchaser has been established, the Agent's or Government's liability shall not, in any event, exceed refund of the purchase price or such portion thereof as the Agent may have received.

9. Delivery and Removal of Property.
   1. The Purchaser shall be entitled to obtain the property upon vesting of title of the property in him, unless otherwise specified in the Invitation to Bid. Delivery shall be at the designated location, and the Purchaser shall remove the property at his expense. The Purchaser must make all arrangements necessary for packing, removal, and transportation of property. The Agent will not act as liaison in any fashion between the Purchaser and carrier, nor will the Agent recommend a specific common carrier. Loading will only be performed as set forth in the Invitation, and unless otherwise provided in the Invitation, loading will not be performed on Fridays, Saturdays, Sundays, Federal holidays, or any day that the installation where the property is located is closed. Where it is provided that the Agent will load, the Agent will make the initial placement of the property on conveyance(s) furnished by the Purchaser and the initial placement on the Purchaser's conveyance shall be as determined by the Agent. Unless otherwise provided in the Invitation, the Agent will not block, chock, brace, lash, band, or in any other manner secure the cargo on such conveyance(s) furnished by the Purchaser. The Purchaser shall reimburse the Agent or the Government for any damage to Government property caused by the removal operations of the Purchaser. If the Purchaser fails to remove the property within the specified time, the Agent or the Government shall have the right to charge the Purchaser and collect upon demand a reasonable storage charge if the property is stored on premises owned or controlled by the Government, or store the property elsewhere for the Purchaser's account, and all costs incident to such storing, including handling and moving charges, shall be borne and paid by the Purchaser; in addition to the foregoing rights the Agent or the Government may, after the expiration of thirty (30) days after the date specified for removal, and upon ten (10) days written notice, (calculated from the date of mailing) to the Purchaser {which ten (10) days written notice may, at the option of the Agent or the Government, be included either partly or wholly in the thirty (30) days specified above or may be in addition thereto}, resell the property, applying the proceeds therefrom against the storage and any other costs incurred for Purchaser's account. Any details regarding removal of the property as may not be provided for herein shall be arranged with the authorized representative of the Agent, which arrangements shall be reduced to writing.
   2. Where it is provided in the Invitation that the Agent will not load or that the Purchaser will load, the Purchaser will make all arrangements and perform all work necessary to effect removal of the property. The Purchaser shall remove the property at his expense within the period of time allowed in the Invitation. If the Agent determines that the failure to remove the property within the period of time originally allowed arose out of causes beyond the control and without the fault or negligence of the Purchaser, such determination shall be reduced to writing, and a reasonable extension of time for removal shall be allowed. Such causes may include, but are not restricted to acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and severe weather. If the Purchaser is permitted to remove the property after the expiration of the time originally allowed for removal or any additional time allowed by the Agent pursuant to this clause, the Agent, without limiting any other rights which it may have, may require the Purchaser to pay a reasonable storage charge. The Purchaser shall reimburse the Agent for any damage to Government property caused during the removal operations by the Purchaser or his authorized representative.
   3. Items purchased under the Invitation will be released only to the Purchaser or his authorized representative. The authorized representative must furnish authorization from the Purchaser to the Custodian of the property at the property location before any delivery or release will be made. When property is described as being boxed, packed, crated, skidded, or in containers, the Agent does not warrant that the property, as packaged, is suitable for shipment.
   4. Segregation, culling or selection of property for the purpose of effecting partial or increment removals will not be permitted except as specifically authorized and prescribed by the Agent.
10. Default. If, after the award, the Purchaser breaches the agreement by failure to make payment within the time allowed by the agreement as required by Condition 7, or by failure to remove the property as required by Condition 9, then the Agent may send the Purchaser a 10-day written notice of default (calculated from date of mailing), and upon Purchaser's failure to cure such default within that period (or such further period as the Agent may allow), the Purchaser shall lose all right, title and interest which he might otherwise have acquired in and to such property as to which a default has occurred. The Purchaser agrees that in the event he fails to pay for the property or remove the same within the prescribed period(s) of time, the Agent at its election and upon notice of default shall be entitled to retain (or collect) as liquidated damages a sum equal to the greater of (a) 20% of the purchase price of the item(s) as to which the default has occurred, or (b) $25, or the purchase price of such time(s) if the purchase price is less than $25; provided, that in the event of multiple awards of items under a single Invitation for Bids, the amount to be charged, if the minimum charge provided for in "b" above is applicable, shall be determined by the total purchase price reflected in the award documents. Provided further that the maximum sum which may be recovered by the Government as damages for failure of the Purchaser to pay for and remove the property shall be the formula amount. When the Agent exercises this election, he shall specifically apprise the Purchaser, either in its original notice of default (or in separate subsequent written notice), that upon the expiration of the period prescribed for curing the default, the formula amount will be retained (or collected) by the Agent as liquidated damages. However, if the property was sold on a "per lot" basis and the Purchaser removes a portion of the lot, but fails to the remove the balance, no portion of the purchase price will be refunded. If the Purchaser otherwise fails in the performance of his obligations, the Representative may exercise such rights and may pursue such remedies as are provided by law or under the agreement.
11. Setoff of Refunds. The Bidder or Purchaser agrees that the selling agency may use all or a portion of any bid deposit or refund due him to satisfy, in whole or in part, any debts arising out of prior transactions with the selling agency.
12. Interest. Notwithstanding any other provision of this agreement, unless paid within 30 calendar days from the date of first written demand, all amounts that become payable by the Purchaser to the Government under this agreement shall bear interest at the per annum rate (365-day basis) as established quarterly by the U. S. Treasury Department and as published in the Federal Register from the date of first written demand until paid. Irrespective of the amount of the indebtedness, a minimum interest charge of five dollars ($5) shall be due the Government on any amount exceeding $100 not paid within 30 calendar days from the date of first written demand. Interest on debts of $100 or less will not be collected if such debts the date of first written demand, all amounts that become payable by the Purchaser to the Government under this agreement shall bear interest at the per annum rate (365-day basis) as established quarterly by the U. S. Treasury Department and as published in the Federal Register from the date of first written demand until paid. Irrespective of the amount of the indebtedness, a minimum interest charge of five dollars ($5) shall be due the Government on any amount exceeding $100 not paid within 30 calendar days from the date of first written demand. Interest on debts of $100 or less will not be collected if such debts ar the date of first written demand, all amounts that become payable by the Purchaser to the Government under this agreement shall bear interest at the per annum rate (365-day basis) as established quarterly by the U. S. Treasury Department and as published in the Federal Register from the date of first written demand until paid. Irrespective of the amount of the indebtedness, a minimum interest charge of five dollars ($5) shall be due the Government on any amount exceeding $100 not paid within 30 calendar days from the date of first written demand. Interest on debts of $100 or less will not be collected if such debts are liquidated without resort to litigation.
13. Adjustment for Variation in Quantity or Weight. Any variation between the quantity or weight listed for any item and the quantity of such item tendered or delivered to the Purchaser will be adjusted on the basis of the unit price quoted for such item, but no adjustment for such variation will be made where an award is made on a "price for the lot" basis.
14. Weighing. Where weighing is necessary to determine the price hereunder, the Purchaser, unless otherwise provided, shall arrange for and pay all expense of weighing material, including all switching charges incurred. In case of removal by truck, weighing shall be under the supervision of the Agent and, at its option, on (a) Agent's scales, or (b) certified scales in the vicinity of the location of the property, or (c) certified scales in the vicinity of the Purchaser's establishment, or (d) other scales acceptable to both parties. When removal is by rail, weighing shall be on railroad track scales, or by other means acceptable to the railroad for freight charge purposes. Agent-approved weighing shall govern payment. Weighing of property on Government scale shall be without charge to the Purchaser.
15. Verbal Modifications. Any oral statement by any designee of the Agent or Government, modifying or changing any condition of this sales agreement, is an expression of opinion only and confers no right upon the Purchaser.
16. Covenant Against Contingent Fees. The Purchaser warrants that no person or selling agency has been employed or retained to solicit or secure this sales agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies, maintained by the Purchaser for the purpose of doing business. For breach of this warranty, the Agent or the Government shall have the right to annul this agreement without liability or at is option, to recover from the Purchaser the amount of such commission, percentage, brokerage, or contingent fee, in addition to the consideration herein set forth.
17. Officials Not To Benefit. No member of or delegate to Congress or resident commissioner shall be admitted to any share or part of this agreement or to any benefit arising from it. However, nothing contained within this agreement shall be construed to extend to any incorporated company if the agreement be for the corporations general benefit.
18. Disputes.
    1. By reason of the Seller entering into this contract as agent for the Government, the Purchaser is considered a "Contractor" within the meaning of Section 2(4) of the Contract Disputes Act of 1978 (41 U.S.C. 601 et seq.) and this contract is subject to such Act. If a dispute arises relating to this contract, the purchaser may submit a claim to the contracting Officer of Seller's Contract Number DE-AC05-00OR-22800 with the Government who shall issue a written decision on the dispute. A claim by the Seller against the Purchaser shall be subject to a decision by the Contracting Officer of Seller's Contract Number DE-AC05-00OR-22800 with the Government.
    2. Claim means (1) a written request submitted to the Contracting Officer; (2) For payment of money, adjustment of agreement terms, or other relief; (3) Which is in dispute or remains unresolved after a reasonable time for its review and disposition by the Representative; and (4) For which a Contracting Officer's decision is demanded.
    3. In the case of disputed requests or amendments to such requests for payment exceeding $50,000, or with any amendment causing the total request in dispute to exceed $50,000, the Purchaser shall certify, at the time of submission of a claim, as follows:

       I certify that the claim is made in good faith, that the supporting data is accurate and complete to the best of my knowledge and belief, and that the amount requested accurately reflects the agreement adjustment for which the Purchaser believes the Government is liable. (Purchaser's Name)
       (Title)

    4. The Government shall pay the Purchaser interest:
       1. on the amount found due to the Purchaser and unpaid on claims submitted under this clause;
       2. at the rates fixed by the Secretary of the Treasury;
       3. from the date the amount is due until the Government makes payment.
    5. The Purchaser shall pay the Government interest:
       1. on the amount found due to the Government and unpaid on claims submitted under this clause;
       2. at the rates fixed by the Department of Energy for the payment of interest on past due accounts;
       3. from the date the amount is due until the Purchaser makes payment.
    6. The decision of the Contracting Officer shall be final and conclusive and not subject to review by any forum, tribunal, or Government agency unless an appeal or action is timely commenced within the times specified by the Contract Disputes Act of 1978.
    7. The Purchaser shall comply with any decision of the Contracting Officer and at the direction of the Contracting Officer shall proceed diligently with performance of this contract pending final resolution of any request for relief, claim, appeal, or action related to this contract.
19. Certification of Independent Price Determination.
    1. By submission of this bid or proposal, the Bidder or Offeror certifies, and in the case of a joint bid or proposal, each party thereto certifies as to its own organization, that in connection with this sale:
       1. The prices in this bid or proposal have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices, with any Bidder or with any competitor;
       2. Unless otherwise required by law, the prices which have been quoted in this bid or proposal have not been knowingly disclosed by the Bidder or and will not knowingly be disclosed by the Bidder prior to opening, in the case of a bid, or prior to award, in the case of a proposal, directly or indirectly to any other Bidder or to any competitor;
       3. No attempt has been made or will be made by the Bidder to induce any other person or firm to submit or not to submit a bid or proposal for the purpose of restricting competition.
    2. Each person signing this bid or proposal certifies that:
       1. He is the person in the Bidder's or Offeror's organization responsible within that organization for the decision as to the prices being bid or offered therein and that he has not participated, and will not participate, in any action contrary to A.1 through A.3, above, or
       2. He is not the person in the Bidder's or Offeror's organization responsible within that organization for the decision as to the prices being bid or offered herein but that he has been authorized in writing to act as representative for the persons responsible for such decision in certifying that such persons have not participated, and will not participate, in any action contrary to A.1 through A.3, above, and as their representative does hereby so certify; and he has not participated, and will not participate, in any action contrary to A.1, through A.3, above.
    3. This certification is not applicable to a foreign Bidder submitting a bid or proposal for a agreement which requires performance or delivery outside the United States, its possessions, and Puerto Rico.
    4. A bid or proposal will not be considered for award where A.1, A.3 or B. above have been deleted or modified. Where A. 2, above, has been deleted or modified, the bid or proposal will not be considered for award unless the Bidder or Offeror furnishes, with the bid or proposal, a signed statement which sets forth in detail the circumstances of the disclosure and the head of the selling agency, or his designee, determines that such disclosure was not made for the purpose of restricting competition.
20. Assignments of Agreements. Any agreement awarded under the Invitation is subject to the provisions of 41 U.S.C. 15 which generally precludes assignment of such contract.
21. Claims Liability. The Bidder or Purchaser agrees to save the Government, B&W Y-12, L.L.C., its officers, agents, and employees harmless from any and all claims, demands, actions, debts, liabilities, judgments, costs and attorneys' fees arising out of, claimed on account of or in any manner predicated upon loss of or damage to property of and injuries to or the death of any and all persons whatsoever, in any manner caused or contributed to by the Bidder or Purchaser, its agents, servants, or employees, while in, upon or about the sale or the property site on which the property sold or offered for sale is located, or while going to or departing from such areas; and to save the Government, B&W Y-12, L.L.C., its officers, agents, and employees harmless from and on account of damages of any kind which the Government may suffer as the result of the acts of the Bidder or Purchaser, its agents, servants, or employees while in or about the said sites.
22. Withdrawal of Property after Award. The Agent reserves the right to withdraw for its use any or all of the property covered by this subcontract, if a bona fide requirement for the property develops or exists prior to actual removal of the property from Government control. In the event of a withdrawal under this condition, the Agent shall be liable only for the refund of the subcontract price of the withdrawn property or such portion of the subcontract price as it may have received.
23. Eligibility of Bidders. The Bidder warrants that he/she is not:
    1. Under 18 years of age;
    2. An employee of an agency of the Federal Government (either as a civilian or as a member of the Armed Forces of the United States, including the United States Coast Guard, on active duty) prohibited by the regulations of that agency from purchasing property sold hereunder;
    3. An Agent or immediate member of the household of the employee in B. above. For breach of this warranty, the Agent shall have the right to annul this subcontract without liability.
24. Persons Prohibited from or Limited in Bidding. If the Bidder is an employee of the Agent, the U.S. Department of Energy, or a cost-type contractor of the U.S. Department of Energy, he hereby represents that he:
    1. Has not participated in the Agent's determination to dispose of the property;
    2. Has not participated in the preparation of the property for sale;
    3. Has not participated in determining the method of this sale;
    4. Has not acquired information, not otherwise available to the general public, regarding usage, condition, quality, or value of the property.
25. Late Bids, Modifications of Bids, or Withdrawal of Bids.
    1. Any bid received at the office designated in the solicitations after the exact time specified for receipt will not be considered unless it is received before award is made and either:
       1. It was sent by registered or certified mail not later than the fifth calendar day prior to the date specified for the receipt of bids (e.g., a bid submitted in response to a solicitation requiring receipt of bids by the 20th of the month must have been mailed by the 15th or earlier); or
       2. It was sent by mail (or telegram if authorized) and it is determined by the Company that the late receipt was due solely to mishandling by the Company after receipt at the Representative's office.
    2. Any modification or withdrawal of a bid is subject to the same conditions as in A. above. A bid may also be withdrawn in person by a Bidder or his authorized representative, provided his identity is made known and he signs a receipt for the bid, but only if the withdrawal is made prior to the exact time set for receipt of bids. Telegraphic modifications will be considered, but should not reveal the amount of the original or revised bid.
    3. The only acceptable evidence to establish: (1) The date of mailing of a late bid, modification, or withdrawal sent either by registered or certified mail is the U.S. Postal Service postmark on the wrapper or on the original receipt from the U.S. Postal Service. If neither postmark shows a legible date, the bid, modification, or withdrawal, shall be deemed to have been mailed late. (The term "postmark" means a printed, stamped, or otherwise placed impression that is readily identifiable without further action as having been supplied and affixed on the date of mailing by employees of the U.S. Postal Service.) (2) The time of receipt at the agent's installation is the time date-stamp of such installation on the bid wrapper or other documentary evidence of receipt maintained by the installation.
    4. Notwithstanding (A) and (B) above of this provision, a late modification of an otherwise successful bid which make its terms more favorable to the Government will be considered at any time it is received and may be accepted.