Supplement to NTS Technical Systems
General Terms and Conditions for Engineering Services and Related Goods
Nuclear Liability Terms and Conditions Supplement
These additional terms and conditions, are incorporated into the NTS Technical Systems General Terms and Conditions for Engineering Services and Related Goods, Rev. 6/1/14. All capitalized terms in this supplement shall have the meaning ascribed to them in the NTS Technical Systems General Terms and Conditions for Engineering Services and Related Goods, Rev 6/1/14. This supplement is applicable where the Buyer or its customer are a “Nuclear Licensee” and the Work is for use in a “nuclear facility”, and where those terms have the meaning ascribed to them in the Atomic Energy Act and the Nuclear Regulatory Commission’s implementing regulations
(i)Definitions. For purposes of these supplemental terms and conditions, unless otherwise defined in Seller’s Quotation, all capitalized terms shall have the meaning ascribed to those terms in the Atomic Energy Act and the Nuclear Regulatory Commission’s implementing regulations.
“Nuclear Liability” means “public liability” as that term is defined in Section 11 of the Atomic Energy Act (42 U.S.C. § 2014(w)).
“Suppliers” means any vendors, contractors, or other entities, and their employees, regardless of tier, that supply equipment, materials, information, financing, or services to Seller in connection with Seller’s products.
“Seller Affiliates” means the affiliates, subsidiaries, parent corporations, manufacturers, and subcontractors of Seller.
“Seller Related Parties” means the officers, directors, employees, consultants, and agents of the Seller Affiliates.
"Paris Convention” means the Convention on Third Party Liability in the Field of Nuclear Energy of 29th July 1960, as amended by the Additional Protocol of 28th January 1964 and by the Protocol of 16th November 1982.
(ii)Required Nuclear Liability Protection. If Buyer is a nuclear licensee of the Nuclear Regulatory Commission (“Nuclear Licensee”), or if Buyer is not a Nuclear Licensee but intends to resell or retransfer any goods purchased from Seller to a Nuclear Licensee, then Buyer warrants and covenants that Buyer or Nuclear Licensee has obtained and will maintain in effect: (1) an agreement of indemnification as required under Section 170c of the Atomic Energy Act of 1954, as amended (“Price-Anderson Act”); (2) third party liability insurance from American Nuclear Insurers (“ANI”), and/or other comparable nuclear insurance carrier, in such form and in such amounts as will meet the financial requirements of the Nuclear Regulatory Commission (“NRC”) pursuant to the Price-Anderson Act and 10 CFR Part 140; and (3) if Buyer or Nuclear Licensee owns and/or operates a production or utilization facility licensed pursuant to 10 CFR Part 50, nuclear property insurance from Nuclear Electric Insurance Limited (“NEIL”), and/or other comparable nuclear insurance carrier, in such form and in such amounts as will meet the requirements of the NRC pursuant to 10 CFR § 50.54(w), and such additional amounts of nuclear property insurance coverage, including business interruption or replacement power insurance, as are customarily carried by owners of comparably-sized nuclear facilities in the United States, for so long as the products and services provided by Seller continue to be used at, located at, or associated with such nuclear facilities in any manner. If there is no agreement of indemnification under the Price-Anderson Act applicable to the Buyer’s or Nuclear Licensee’s facility, Buyer shall (1) ensure that a Nuclear Energy Liability Policy (Facility Form), or its equivalent, is obtained and maintained that provides for at least three-hundred million dollars ($300,000,000) per occurrence for bodily injury and property damage; and (2) to the extent permitted by commercially available policies, include Seller and its Suppliers, with respect to their legal responsibility for damages because of bodily injury or property damage caused by a nuclear incident, within the scope of the insured parties under such Facility Form.
(iii)Insurance. With respect to the Nuclear Liability insurance or indemnities maintained by Buyer or Nuclear Licensee, Buyer shall cause Seller and its Suppliers to be included, with respect to their legal responsibility for Nuclear Liability, within the scope of the insured parties to the maximum extent permitted under such insurance or indemnities.
(1) Substitute Financial Protection. In the event the Nuclear Liability protection system provided by the Price-Anderson Act is repealed, modified, or expired, Buyer shall, at no cost to Seller, obtain, or cause each affected Nuclear Licensee to obtain, and maintain in effect, substitute financial protection in the form of governmental or private contractual indemnities, limitations of liability, liability insurance, or any combination thereof, in order to avoid a material impairment of the protection afforded to Seller by the Nuclear Liability protection system provided under the Price-Anderson Act as of the date of Seller’s Quotation. In addition to any other remedies that may be available to Seller in the event of such a development, Seller may rescind its Quotation, or terminate any contract resulting from acceptance of Seller’s Quotation, in whole or in part, without any additional liability to Buyer, if Seller determines, in its sole discretion, that notwithstanding the actions taken by Buyer, or any affected Nuclear Licensee, pursuant to this provision, there has been a material impairment of the protection afforded to Seller.
(2) Waiver and Indemnification. Seller, Suppliers, Seller Affiliates, and Seller Related Parties shall not have any liability to Buyer, any Nuclear Licensee, or any other third party for any personal injury, property damage, loss of use of property, or any other form of loss or damage arising out of, or resulting from, any Nuclear Incident occurring at any nuclear facility in the United States at which the products and services provided to Buyer by Seller pursuant to any contract resulting from acceptance of Seller’s Quotation are delivered or used in any manner. To the full extent permitted by law, Buyer, on behalf of itself, its directors and officers, its subsidiaries and parent corporations, and the directors and officers of its subsidiaries and parent corporations, hereby waives, and shall cause each such affected Nuclear Licensee to waive, any and all claims, defenses, or causes of action that it may have against Seller, Suppliers, Seller Affiliates, and Seller Related Parties, on account of any such loss arising out of or related to a Nuclear Incident, whether such claims or causes of action may be asserted in contract, tort, or otherwise (including strict liability), and whether asserted at law or in equity. The foregoing specifically includes claims or causes of action for consequential or indirect damages. Buyer further agrees to defend, indemnify, hold harmless, and cause each such affected Nuclear Licensee to defend, indemnify, and hold harmless, Seller, Suppliers, Seller Affiliates, and Seller Related Parties, to the maximum extent allowed by law and regardless of the degree of fault or negligence, from and against any and all claims or causes of action for personal injury, damage, losses, expenses (including attorneys fees and other related costs), or any other liability to any third party as the result of a Nuclear Incident.
(3) Required Assurances for Transfer. Prior to a transfer of any interest in Seller’s products or any carriage of such products into the territory of countries other than the countries that are Contracting Parties to the Paris Convention, Buyer shall provide Seller with written assurances acceptable to Seller demonstrating that the limitation of, and protection against, Nuclear Liability following the proposed transfer or carriage will at least be equivalent to that afforded Seller and its Suppliers under Seller’s Quotation, the Price-Anderson Act, and the NRC’s regulations implementing the Price-Anderson Act. This Article 8(d)(iii)(3) shall not apply to transfers solely incident to liens or security interests created by mortgages or other documents in effect as of the Execution Date of any contract resulting from acceptance of Seller’s Quotation (including liens or security interests arising after the Execution Date under such mortgages or other documents).