Location: Slaton, TX
Online Sale Starts Closing At:
Inspection: By Appointment Only

Enter Online Auction

Make offer sale: (437) Drivetrains – Steel Shafts and Gearboxes. Steel or cast-iron bed frames Unit Weight = 52,226 LBS (437) Hubs – Steel and cast-iron. Unit weight = 33,460 LBS – For salvage only

15% Buyer's Premium
8.25% Sales Tax

15% Buyer's Premium
8.25% Sales Tax

Not Available

General Electric Company NOTICE OF SEALED BID PACKAGE No. 1
for the
Scrapping of Wind Turbine Major Mechanical Components SALTON, Texas (Laydown Yard) *

Offer Date: November 30, 2017
Close of Bids: All bids must be sealed and delivered to the address below before 12:00
PM November 30, 2017.
List of Material Offered for Bid Sale No. 1:
The General Electric Company is presently seeking a vendor for the sale and removal of the following assets:
• A total of (437) Windmill drivetrain units for salvage only.
• A total of (437) Windmill hubs for salvage only.

Component Number Material Unit Weight
(Lbs.) Total Weight
(Lbs.)
Drivetrains 437 Steel shafts and gearboxes. Steel
or cast-iron bed frames. 52,226 22,822,762
Hubs 437 Steel and cast-iron. 33,460 14,622,020
Offer No. 1 874 “ 85,686 37,444,782

Unit Particulars:
• General Electric seeks the removal of this equipment on an expedited basis.
• All units have been prepared and ready for transport. Oils and EPA listed materials and fluids including e-waste material have been removed
• Bid package is for the Slaton Texas laydown yard only. Other locations subject to salvage of these Units will be offered under separate sealed bid packages in the near future. Bidder performance and pricing will be a factor in the evaluation of any and all future bid opportunities.

Terms and Conditions of GE Renewables Bid:

• All bids submitted are subject to rejection, modification, requests or approval by GE.
• All prospective buyers are subject to prescreening and qualification to GE vendor standards prior to bid.
• All bids will be subject to GE Renewables standard terms and conditions and GE Renewables EHS Plan, without exceptions.
• Invoices must be paid in full within [5] business days from receipt of invoice. Any open invoice after posted payment time is subject to forfeiture as per the terms and conditions. GE / Koster reserves the right to put bid back up or sell to back bidder if payment is not made within the specified time limit.
• All payments must be made in full in the form of wire transfer.
• All sales will be added a 15% Buyers Premium
• No sales are final until an invoice is paid in full and a GE Limited Warranty Bill of Sale is signed and returned.
• Only items that are covered in this bid are included in this sale.
• All items must be removed from site, no work can be done on premises.
• GE will supply the means of loading items off the yard onto customer provided truck.
• GE will address all environmental concerns, including the removal of oils, e-waste, batteries, etc. from items to be scrapped.
• Buyer acknowledges:
o That all purchased wind turbine components must be scrapped and certificate of destruction to GE within 180 days of pickup at GE site;
o Buyer warrants that it is not a wind turbine manufacturer, an affiliate, representative of a wind turbine manufacturer other than GE, or under any contract to provide maintenance, repair or operation (MRO) services to any wind turbine manufacturer;
o Buyer agrees that no part of the purchased equipment will be reverse engineered, re- engineered, or reused in a wind turbine application, or resold to another party who would do so;
o Buyer agrees to provide the attached certificate of destruction for all purchased equipment. Timing and method of destruction must be supplied in a plan satisfactory to GE;
o Provide any additional documentation for scrapped material or transportation aspect as may be reasonably requested by GE during the life of the scrapping operation for the identified scope of material.
• Successful bidder has right to confirm weight on sample basis on first [10] pieces they move. If discrepancy is greater than 2%, GE will have right to confirm this discrepancy and adjustment will be made as appropriate.
• Successful bidder will have the right to verify number of units stated in offering prior to any removal. If number of units varies, adjustment will be made to the plus or minus accordingly.
• Removal working hours: Slaton, TX – laydown yard will accommodate buyer’s removal needs within reason.

Insurance requirements:

1.1 Insurance Coverage. At all times, the Bidder, shall at its own cost, obtain and keep in force for the benefit of Bidder and GE all insurance/and or bonds required by law and the following insurance to be issued by insurance carriers with a minimum rating in
A.M. Best’s of A: VIII or better with minimum limits as set forth below:
(a) Worker’s Compensation and Employers Liability Insurance per statutoryrequirements;
(b) Commercial General Liability with minimum limits for Bodily Injury and Property Damage on an occurrence basis of: $3,000,000 per occurrence; $5,000,000 aggregate.
(c) Business Automobile Liability Insurance covering all vehicles used in connection with the work and covering Bodily Injury and Property Damage with a minimum limit equal to: $2,000,000 peraccident.
(d) Umbrella Insurance covering the activities of Supplier written on a “claims made” basis with a minimum limit equal to: $5,000,000 peroccurrence.
1.2 Additional Insurance Requirements.
(a) Company shall be named as additional insured under the policies of insurance set forth in subsections 11.3(b)-(d) above for any and all purposes arising out of or connected to theServices.
(b) It is the intent of both parties to this Agreement that all insurance purchased by Supplier in compliance with this Agreement, will be primary to any other insurance owned, secured, or in place by Company, which insurance shall not be called upon by Supplier’s insurer to contribute in any way. Supplier shall secure endorsements to this effect from all insurers of such policies.
(c) At Company’s request, Supplier shall furnish Company with certificates of insurance and with copies of original endorsements effecting coverage required by this clause. The certificates and endorsements shall identify Company as an additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf. Company reserves the right to require complete, certified copies of all required insurance policies, at any time.
(d) All policies provided for herein shall expressly provide that such policies shall not be canceled, terminated or altered without sixty (60) days’ prior written notice to Company.
(e) All insurance specified in this section shall contain a waiver of subrogation in favor of the Company, its Affiliates and their respective employees for all losses and damages covered by the insurance required by this section.

GE Terms & Conditions of Sale:

“BUYER” SHALL MEAN “BIDDER”, AND “SELLER” SHALL MEAN “GE”
ALL SALES ARE FINAL, ON AN "AS IS - WHERE IS", "IN PLACE", "WITH ALL FAULTS" BASIS WITH NO CONDITIONS OR WARRANTIES WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS AS TO TITLE, DESCRIPTION, FITNESS FOR PURPOSE, QUANTITY, QUALITY, MERCHANTABILITY, STATE, CONDITION, LOCATION OR OTHERWISE. NO SALE SHALL BE INVALIDATED AND THE AUCTIONEER SHALL HAVE NO LIABILITY FOR A MISDESCRIPTION OF ANY ARTICLE OR LOT WHETHER CONTAINED IN A CATALOGUE, ADVERTISEMENT OR OTHERWISE. DESCRIPTIONS HAVE BEEN PREPARED FOR GUIDE PURPOSES ONLY AND SHALL NOT BE RELIED UPON BY THE PURCHASER FOR ACCURACY OR COMPLETENESS. BY SUBMITTING A BID, THE BUYER/BIDDER AFFIRMS IT HAS INSPECTED ALL ITEMS BEFORE BIDDING. PURCHASERS SHALL BE DEEMED TO HAVE RELIED ENTIRELY UPON THEIR OWN INSPECTIONS AND INVESTIGATIONS.

By attending and/or participating in this sale event, each potential Buyer shall be deemed to have fully read, acknowledged and agreed to be bound by the Terms and Conditions set forth herein and in all attendant documents (collectively, the “Transaction Documents”)
• BUYER INFORMATION: Each potential Buyer represents, warrants and certifies that it has provided (i) its full and accurate legal name and business address, and the full and accurate legal name and address of Buyer’s representative(s) attending and/or participating in the sale event of the Property, and (ii) the citizenship status of Buyer and its representative(s) and any foreign interest of Buyer or its representative(s).

• PROPERTY INFORMATION. Any available information relating to the Property condition and other information from any available survey and/or inspection report is being provided free of charge by third parties unrelated to any of the Seller Parties. (Seller Parties shall mean Seller, and its affiliates and their respective officers, directors, employees, agents and representatives.) Seller Parties have no responsibility and make no representation or warranty of any kind with respect to such Property information, survey and/or inspection report. Any usage and/or reliance on any such Property information, survey and/or inspection report shall be at Buyer’s sole risk. Any specifications supplied are preliminary and not provided for the purpose of determining suitability or fitness and are subject to Buyer’s confirmation.

• GENERAL TERMS OF SALE: For immediate acceptance, subject to prior sale or other disposition, and change without notice. Proposals and acceptances of orders by a potential Buyer are made with the mutual understanding that orders are not subject to cancellation. Sale and delivery date is approximate only, and contingent upon delays or nonperformance occasioned by strikes, accidents, fires, Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the control of the Seller.

• RESERVATION OF RIGHTS BY SELLER: Seller reserves and has the right to (i) accept or refuse any and all bids and offers for any reason, (ii) withdraw from sale any of the Property listed or to sell at any sale property not listed, (iii) group one or more lots into one or more selling lots or to subdivide into two or more selling lots, (iv) whenever the best interest of Seller will be served, to sell all the property listed, in bulk, and (v) add other terms and conditions of sale, such additional terms and conditions to be announced prior to the sale. Notwithstanding anything to the contrary contained in any of the Transaction Documents, Seller shall not be required to effectuate any sale of Property if prohibited under applicable law, rule, order, or regulation, or if the proposed Buyer or Buyer’s funding source is on any government watchlist, including but not limited to any of the following lists published by the U.S. Government: (a) Department of Commerce Denied Persons List; (b) Department of Commerce Entity List; (c) Department of Treasury Specially Designated Nationals and Blocked Persons List; (d) Department of State Proliferation List; or (e) Department of State Arms Export Control Debarment List. Nothing herein shall be construed as (i) an approval or commitment of sale by Seller to any person; and all transactions are subject to product availability, final investment and compliance approval by Seller and the execution of the Transaction Documents in form satisfactory to Seller; or (ii) any guarantee or promise of pricing terms or availability thereof which may fluctuate or cease to be available depending on any change in the industry and market conditions; or (iii) constituting the creation of an agency, partnership, joint venture, fiduciary or similar relationship between Seller and any person; (iv) constituting business, financial, tax, accounting or legal advice, and Buyer should consult its own professional advisers for any such advice; or (v) a representation or warranty, express or implied, of any kind by any Seller Party, and Buyer expressly and specifically waives and disclaims and confirms that it has not relied and is not relying on any representation or warranty, express or implied, of any kind by any Seller Party.

• COMPLIANCE WITH LAWS. Buyer shall comply with all U.S. export control laws and regulations. The Property sold under the Transaction Documents may be subject to the provisions of Export Administration Act of 1979 and the Export

Administration Regulations promulgated thereunder, the Arms Export Control Act and the International Traffic in Arms Regulations, and the sanctions laws administered by the Office of Foreign Assets Control. Buyer acknowledges that these statues and regulations impose restrictions on import, export and transfer to third countries of commodities and related data, and that licenses from the U.S. Department of Commerce or U.S. Department of State may be required before such commodities or data can be transferred, and that such licenses may impose further restrictions on use and further transfer of such commodities and data. Buyer agrees (i) to notify Seller prior to any transfer of Property (including goods, commodities or data) purchased under the Transaction Documents to any parties outside of the United States, (ii) to provide an end-use certificate and a certification that the Property (including goods, commodities and data) purchased under the Transaction Documents will not be transferred to any end-user or for any end-use that is prohibited by U. S. law, (iii) to provide proof of any required U. S. Automated Export System (AES) filing prior to export of any Property (including goods, commodities or data) purchased under the Transaction Documents, and (iv) that Seller reserves the right to cancel any sale at any time in the event it determines, in its sole discretion, that any transaction arising out of the Transaction Documents does or may violate applicable U.S. export control or similar laws.
Buyer hereby represents, warrants and certifies to Seller of the following and upon Seller’s request, Buyer shall provide a separate signed certification of the following with respect to each Property that Buyer acquires from Seller: (a) Buyer will comply with United States or any other applicable export laws and regulations for the export, re0export, and/or transfer of the Property;
(b) the Property will not be used or sold to a third party for use in nuclear, biological or chemical weapons, or missiles capable of delivering these weapons; and (c) the Property is not intended for use by sanctioned by the United States Government or by a destination subject to a United States comprehensive embargo.
• BUYER DEPOSIT: If Seller accepts a potential Buyer’s offer, in consideration of Seller’s agreement to hold the Property available for such Buyer’s purchase for a period of 14 days commencing from the date of Seller’s acceptance of such Buyer’s offer (the “Target Closing Date”), such Buyer agrees to pay Seller within (5) business days of Seller’s acceptance of such Buyer’s offer a non-refundable payment in full the purchase price in an amount the full payment will be credited towards the purchase price if the sale and purchase of the Property between Seller and Buyer is consummated on or before the Target Closing Date and the Deposit will be retained by the Seller if Buyer does not proceed with such transaction by the Target Closing Date; (i) the Payment is not refundable and shall be retained by Seller as liquidated damages except in the event that, Seller does not proceed with the sale of the Property to Buyer at no fault of Buyer or otherwise caused by Buyer; and (ii) Seller may commingle the Deposit with its general or other funds, and Seller will not hold any such funds as agent or in trust for Buyer or any other person or in any similar fiduciary capacity.

• TIME AND MANNER OF PAYMENT: Each sale shall be contingent upon Buyer’s full compliance with all of the terms and conditions set forth in the Transaction Documents. Payment of purchase price in full by Buyer to Seller within the time required by Seller is required prior to Buyer’s removal and shipment of the Property. All payments shall be made to Seller in
U.S. dollars by wire transfer or certified check. Purchase price for the Property does not include (a) any applicable taxes (including sales, use, transfer, property and other applicable taxes, whether assessed to Buyer or Seller, but excluding any taxes based on or measured by Seller’s income), or (b) any cost of professional services, installation, insurance, distribution charges, shipping, exportation, importation or any other cost whatsoever relating to the Property or re-titling and/or re- registration of the Property or Uniform Commercial Code filings; and Buyer shall be responsible for all such amounts set forth in this clause

• REMOVAL, RE-TITLING AND RE-REGISTRATION OF PROPERTY: Property sold to Buyer must be removed from the facility within 180 days from date of invoice. Any and all de-installation, removal, transportation and re-installation of Property shall be at the sole expense, risk and liability of the Buyer. Seller shall not be responsible for Property sold but not removed within the time allowed, but shall have the option to remove and store at the sole expense and risk of the Buyer any Property sold whether or not paid for.
• AS IS WHERE IS SALE: EXCEPT AS EXPRESSLY SET FORTH IN THE TRANSACTION DOCUMENTS, THE PROPERTY IS BEING SOLD AND DELIVERED BY SELLER TO BUYER AND PURCHASED AND ACCEPTED BY BUYER “AS IS” AND “WHERE IS”, WITH ALL FAULTS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, except that the title to Property is free and clear of all liens or encumbrances of any person or entity claiming by, through or under Seller. SELLER MAKES NO, AND EXPRESSLY AND SPECIFICALLY DISCLAIMS (AND BUYER EXPRESSLY AND SPECIFICALLY WAIVES AND DISCLAIMS AND CONFIRMS THAT IT HAS NOT RELIED AND IS NOT RELYING ON) ANY, REPRESENTATION, GUARANTEE, COVENANT, CONDITION OR WARRANTY OF ANY KIND RELATING TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE CONDITION OR LIEN STATUS OF THE PROPERTY (WHETHER OR NOT DISCOVERABLE), WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, IN CONTRACT OR IN TORT, INCLUDING WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE PROPERTY’S MERCHANTABILITY, QUALITY, FITNESS FOR ANY PARTICULAR USE, PURPOSE, DESIGN, CONDITION, VALUE, QUALITY, DURABILITY, OR AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE) OR

AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, DESIGN, COPYRIGHT OR OTHER PROPRIETARY RIGHT OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM THE COURSE OF DEALING OR USAGE OF TRADE. BUYER ACKNOWLEDGES THAT THE PROPERTY SOLD HEREUNDER MAY BE USED. BUYER AGREES AND ACKNOWLEDGES THAT IN NO EVENT SHALL ANY SELLER PARTY BE LIABLE FOR INJURIES TO PERSONS OR PROPERTIES, FOR LOSS OF USE, REVENUES OR PROFIT WITH RESPECT TO THE PROPERTY OR ANY LIABILITY OF BUYER FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. PROPERTY PURCHASED MAY NOT INCORPORATE APPROVED ACTIVATING MECHANISMS, OPERATING SAFETY DEVICES OR SAFETY GUARDS, AS REQUIRED BY OSHA OR OTHERWISE. IT IS BUYER’S SOLE RESPONSIBILITY THAT PROPERTY PURCHASED BE SO EQUIPPED AND SAFEGUARDED TO MEET OSHA AND ANY OTHER REQUIREMENTS BEFORE PLACING SUCH PROPERTY INTO OPERATION. ALL SALES OF AVAILABLE PROPERTY WILL BE FOR COMMERCIAL USE ONLY AND NOT FOR ANY PERSONAL, FAMILY OR HOUSEHOLD USE. NO AGREEMENT ALTERING OR EXTENDING SELLER’S LIABILITY FOR WARRANTIES SHALL BE BINDING UPON SELLER UNLESS IN WRITING AND EXECUTED BY A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF SELLER
• BUYER DEFAULT: In the event of default by Buyer of any of the terms set forth in the Transaction Documents, Seller may, in addition to all other remedies under law or in equity, may retain all monies received as Payment or otherwise, as liquidated damages. Property 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 defaulted
Buyer. If at any time prior to payment in full, Buyer files a petition in bankruptcy or for other similar protection from creditors, or an involuntary petition in bankruptcy or other similar proceeding is filed against purchaser, then, at the option of the auctioneer, the sale may be voided by Seller at its option. The record of sale kept by Seller and its bookkeeper will be taken as final in the event of any dispute raised by Buyer.
• INDEMNIFICATION: Buyer agrees to be responsible for, and agrees to indemnify, save and hold harmless Seller Parties from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted as a consequence of: (i) taxes, license fees, other fees and assessments of any kind or nature assessed or imposed by any domestic or foreign governmental entity or taxing authority; (ii) the sale of the Property to, the removal, delivery, transportation, shipping, exportation, importation, ownership, possession, operation or use of the Property by, Buyer, or the condition or use of the Property purchased or failure of Buyer to follow instructions, warnings or recommendations of the manufacturer, or to comply with federal, state and local laws applicable to such Property, including OSHA requirements, or for proximate or consequential damages, costs or legal expenses arising therefrom; and (iii) persons attending during exhibition, sale or removal of Property, or any defect in or condition of the premises on which the sale of Property is held.
• GOVERNING LAW; WAIVER OF JURY TRIAL. The execution, interpretation and performance of the Transaction Documents shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to its conflicts of law provisions). BUYER WAIVES THE RIGHT TO A JURY TRIAL IN ANY DISPUTE OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE TRANSACTION DOCUMENTS, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN ANY SELLER PARTY AND BUYER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN SELLER AND BUYER.
• MISCELLANEOUS. This Transaction Documents may not be assigned by either party without the prior written consent of the other and shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, is intended to confer upon any person, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by any reason of the Transaction Documents. This Transaction Documents shall constitute the entire agreement of the parties with respect to the subject matter hereof. No amendments or modifications to the Transaction Document shall be valid unless in writing and signed by both parties hereto. The covenants and agreements expressed in the Transaction Documents shall be severable, and the invalidity, now or in the future, of any covenants recited herein shall not affect the validity of the remaining covenants and agreements. Each Transaction Document may be executed in multiple originals and multiple counterparts on different dates and in different places, but which when taken together shall constitute one binding and effective agreement. The waivers, indemnities, representations and warranties set forth in the Transaction Documents shall survive the consummation of the transaction contemplated in the Transaction Documents. Each of the parties shall be responsible for its own costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents.
• IMPORTANT NOTICE Nothing herein shall be construed as (i) constituting the creation of an agency, partnership, joint venture, fiduciary or similar relationship between GE and any person; (ii) an approval or commitment to sale by GE to any person; and all transactions are subject to final investment / compliance approval by GE and the execution of mutually satisfactory definitive documentation; (iii) any guarantee or promise of pricing terms or availability thereof which may fluctuate or cease to be available depending on any change in the relevant market. All sales of available equipment will be

“as is”, “where is”, with all faults, without recourse or warranty of any kind or nature, express or implied; and subject to detailed terms and conditions of sale of the equipment owner / seller.

Signature:

Name (Printed):

Company Name:

Title in Company:

Date:

Certificate of Destruction and Recycling

Buyer acknowledges that purchased wind turbine components are for scrap purposes only. Buyer warrants that it is not a wind turbine manufacturer or an affiliate of a wind turbine manufacturer. Buyer agrees that no part of the purchased equipment will be reverse engineered, re-engineered, or reused in a wind turbine application, or resold to another party who would do so.

Company Name: Buyer Name:

Street Address: (No PO Box)

City:
State:
Zip Code:

Regarding: Wind Turbine Parts for Scrap

This Certificate of Destruction will certify to GE / Koster Industries that 100% of the wind turbine components listed on the invoice and GE Limited Warranty Bill of Sale will be completely destroyed and rendered unusable.

I (buyer name) Of (Company)

Declare under penalty of perjury that the items purchased will be destroyed and recycled as per the terms and conditions of the bid package and that the foregoing is a true and correct statement.

Executed this day:

By: (Name)

Company Name:

Signature:

BUYER’S ACCEPTANCE AND ACKNOWLEDGEMENT

Re: Seller: General Electric International, Inc., acting through its GE Renewable Energy business, a Delaware corporation, with a place of business located at 1 River Road, Schenectady, New York 12345 (“Seller”)

Buyer: (“Buyer”)

Date:

The Buyer hereby acknowledges, confirms and certifies to the Seller as of the date set forth above that:

(1) Buyer has irrevocably and unconditionally accepted the Subject Assets described in the attached Limited Warranty Bill of Sale (“Bill of Sale”) “AS-IS, WHERE-IS” and further agrees to be bound to the terms of the Bill of Sale in all respects;
(2) unless otherwise set forth in the Bill of Sale, the purchase price indicated in such Bill of Sale (“Purchase Price”) does not include
(a) any applicable taxes (including sales, use, transfer, property and other applicable taxes, whether assessed to Buyer or Seller, but excluding any taxes based on or measured by Seller’s income), or (b) any cost of professional services, installation, insurance, distribution charges, shipping or any other cost whatsoever relating to the Subject Assets or re-titling and/or re-registration of the Subject Assets or Uniform Commercial Code filings; and Buyer shall be responsible for all such amounts set forth in this clause;
(3) if any Subject Assets are titled assets, Buyer shall (a) ensure re-titling and re-registration of such assets in the ownership of Buyer within 60 days of the effective date of the Bill of Sale or such shorter period as required by applicable law and (b) at Seller’s request, provide Seller with sufficient evidence of such re-titling and re-registration; and
(4) upon receipt of Seller’s invoice for the Purchase Price for the Equipment plus all applicable taxes, Buyer will pay such invoiced amount to Seller as instructed in such invoice.

THIS BUYER’S ACCEPTANCE AND ACKNOWLEDGEMENT AND ATTACHED LIMITED WARRANTY BILL OF SALE ARE BEING DELIVERED TO BUYER BY OR ON BEHALF OF SELLER IN EITHER ELECTRONIC OR PAPER FORM AND BUYER SHALL REVIEW THIS BUYER’S ACCEPTANCE AND ACKNOWLEDGEMENT AND ATTACHED LIMITED WARRANTY BILL OF SALE AND CONFIRM ITS AGREEMENT TO BE BOUND BY THEIR RESPECTIVE TERMS BY SIGNING BELOW AND BY DELIVERING TO SELLER OR SELLER’S DESIGNEE BY ELECTRONIC, FACSIMILE OR OTHER MEANS THE SIGNED BUYERS ACCEPTANCE AND ACKNOWLEDGEMENT. THE BUYER AGREES THAT THE ATTACHED LIMITED WARRANTY BILL OF SALE SHALL BE DEEMED HELD IN ESCROW BY BUYER UNTIL THE DATE (the “Effective Date”) SELLER SHALL HAVE RECEVED ALL AMOUNTS REQUIRED TO BE PAID BY BUYER TO SELLER PURSUANT TO SECTION 4 ABOVE, AT WHICH TIME SUCH ESCROW SHALL BE DEEMED AUTOMATICALLY RELEASED.

BUYER:

By: Name:
Title:

LIMITED WARRANTY BILL OF SALE

Re: Seller: General Electric International, Inc., acting through its GE Renewable Energy business, a Delaware corporation, with a place of business located at 1 River Road, Schenectady, New York 12345 (“Seller”)

Buyer: (“Buyer”) Delivery Location:
Effective Date: As defined in that certain Buyer’s Acknowledgement and Agreement dated and to which this Limited Warranty Bill of Sale was attached

BE IT KNOWN that as of the Effective Date, in consideration of US$ (plus applicable sales tax of
US$ ) (the “Purchase Price”) and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, Seller, hereby sells, transfers and delivers to Buyer, all of Seller’s right, title and interest in and to the equipment and other assets set forth on the Equipment Schedule attached hereto and made a part hereof, including without limitation all rights under or with respect to any representations, warranties or similar rights in favor of Seller and given to Seller by any previous owner or seller of such equipment and other assets, but explicitly excluding any right to use any software which may be embedded in such equipment and other assets or any part thereof (collectively, the “Subject Assets”), located at the Delivery Location indicated above. Seller hereby represents and warrants to Buyer and its successors and assigns that there is hereby conveyed to Buyer as of the Effective Date title to the Subject Assets, free and clear of all liens or encumbrances of any person or entity claiming by, through or under Seller.

EXCEPT AS EXPRESSLY PROVIDED IN THIS LIMITED WARRANTY BILL OF SALE AND ALL ATTENDANT DOCUMENTS (TOGETHER, “TRANSACTION DOCUMENTS”), THE SUBJECT ASSETS ARE BEING SOLD AND DELIVERED BY SELLER TO BUYER AND PURCHASED AND ACCEPTED BY BUYER AT THE DELIVERY LOCATION LISTED ABOVE (AND TO BE TRANSPORTED BY BUYER AT ITS SOLE EXPENSE, RISK AND RESPONSIBILITY FROM THE DELIVERY LOCATION LISTED ABOVE TO BUYER’S BUSINESS LOCATION) “AS-IS” AND “WHERE-IS”, WITH ALL FAULTS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE SUBJECT ASSETS, THEIR MERCHANTABILITY OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER MAKES NO, AND EXPRESSLY AND SPECIFICALLY DISCLAIMS (AND BUYER EXPRESSLY AND SPECIFICALLY WAIVES AND DISCLAIMS AND CONFIRMS THAT IT HAS NOT RELIED AND IS NOT RELYING ON) ANY, REPRESENTATION, GUARANTEE, COVENANT, CONDITION OR WARRANTY OF ANY KIND RELATING TO THE SUBJECT ASSETS, INCLUDING BUT NOT LIMITED TO THE CONDITION OR LIEN STATUS OF THE SUBJECT ASSETS (WHETHER OR NOT DISCOVERABLE), WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, IN CONTRACT OR IN TORT, INCLUDING WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE SUBJECT ASSETS’ MERCHANTABILITY, QUALITY, FITNESS FOR ANY PARTICULAR USE, PURPOSE, DESIGN, CONDITION, VALUE, QUALITY, DURABILITY, OR AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE) OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, DESIGN, COPYRIGHT OR OTHER PROPRIETARY RIGHT OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM THE COURSE OF DEALING OR USAGE OF TRADE. BUYER ACKNOWLEDGES THAT THE SUBJECT ASSETS SOLD HEREUNDER ARE USED. BUYER AGREES AND ACKNOWLEDGES THAT IN NO EVENT SHALL SELLER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTIES, FOR LOSS OF USE, REVENUES OR PROFIT WITH RESPECT TO THE SUBJECT ASSETS OR ANY LIABILITY OF BUYER FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO AGREEMENT ALTERING OR EXTENDING SELLER’S LIABILITY FOR WARRANTIES SHALL BE BINDING UPON SELLER UNLESS IN WRITING AND EXECUTED BY A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF SELLER.

The Transaction Documents shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to its conflicts of law provisions). THE PARTIES HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY DISPUTE OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE TRANSACTION DOCUMENTS, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN SELLER AND BUYER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN SELLER AND BUYER.

The Transaction Documents may not be assigned by either party without the prior written consent of the other and shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, is intended to confer upon any person, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by any reason of the Transaction Documents. The Transaction Documents shall constitute the entire agreement of the parties with respect to the subject matter hereof. No amendments or modifications to the Transaction Documents shall be valid unless in writing and signed by both parties hereto. The covenants and agreements expressed in the Transaction Documents shall be severable, and the invalidity, now or in the future, of any covenants recited

herein shall not affect the validity of the remaining covenants and agreements. Each Transaction Document may be executed in multiple originals and multiple counterparts on different dates and in different places, but which when taken together shall constitute one binding and effective agreement. The waivers, indemnities, representations and warranties set forth in the Transaction Documents shall survive the consummation of the transaction contemplated in the Transaction Documents. Each of the parties shall be responsible for its own costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents.

EQUIPMENT SCHEDULE TO
LIMITED WARRANTY BILL OF SALE

Description of Subject Assets

A total of (437) Windmill drivetrain units for salvage only.
A total of (437) Windmill hubs for salvage only.

Component Number Material Unit Weight
(Lbs.) Total Weight
(Lbs.)
Drivetrains 437 Steel shafts and gearboxes. Steel
or cast-iron bed frames. 52,226 22,822,762
Hubs 437 Steel and cast-iron. 33,460 14,622,020
Offer No. 1 874 “ 85,686 37,444,782





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