User Agreement

USER AGREEMENT

This Sales Agreement (“Agreement”) is by and between ENTERGY AND AFFILIATES, (hereinafter “Seller”) and PURCHASER (hereinafter “Buyer”). The parties undertake and agree as follows:

1. Description of Goods. Seller hereby agrees to sell and Buyer agrees to purchase, on the terms and conditions herein contained, the property as described hereto (such items of equipment and personal property are hereinafter referred to as the “Goods”).

2. Price and Taxes. The price shall be paid by Buyer to Seller in advance of the Buyer taking possession of the Goods and in accordance with Section 4 In addition, any sales or other applicable taxes, whether federal, state or local, shall be paid by the Buyer to the Seller for remittance by the Seller.

3. Delivery and Removal. The Seller shall make the Goods described available to the Buyer for removal commencing on or about agreed removal date and Buyer shall have completed its removal of the Goods by no later than 7 days after agreed removal date. The removal of the Goods and all labor, equipment, and transportation charges in connection with the removal shall be paid by the Buyer. While engaged in such activities, Buyer shall take all steps to minimize the effect of its presence on any site owned or controlled by Seller, and to minimize any disruption of Seller’s business activity. Buyer shall leave any area of site in a neat, clean, and safe condition. Should Buyer identify any Seller logos or signage or Seller proprietary materials during removal of the Goods, Buyer shall notify Seller of its discovery, remove any Seller logo, and immediately return Seller proprietary materials to Seller.

4. Payment. Buyer will forward payment for Goods l within five (5) business days of notification of acceptance of the sale price. Buyer must remove or arrange for the removal of the Goods within sixty (60) business days after receiving the executed bill of sale.

5. Risk of Loss and Assumption of Risk. The risk of loss or damage to the Goods shall be the Buyer’s from the time that Buyer enters the site upon which such Goods may be located for purposes of removing the Goods or such time as Buyer obtains possession of the Goods, whichever occurs first. The sale shall be final and complete when the Goods are made available to Buyer for loading and removal as provided in this Agreement. Buyer assumes risk of loss or damage resulting from the loading and removal of the Goods and the use of the Goods after this sale is completed. Prior to entering upon any of Seller’s facilities, Buyer shall at Seller’s request obtain Commercial General Liability Insurance with limits of liability and forms that Seller believes will adequately protect it and furnish a Certificate of Insurance to Sellers representative evidencing such coverage. Buyer agrees to indemnify, defend and hold harmless the Seller and its affiliated and associated companies, and any of their agents, representatives, employees or contractors from any losses, expenses, damages or third-party claims on account of death, bodily injury or property damage arising out of, or related to, directly or indirectly the loading, transportation or removal of the Goods or the use, possession or disposal of the Goods WITHOUT REGARD TO WHETHER ANY SUCH DEATH, PERSONAL INJURY OR PROPERTY DAMAGE HAVE BEEN CAUSED BY OR ARE ATTRIBUTABLE TO, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, THE NEGLIGENCE, ACTIVE OR PASSIVE, OF ANY OR ALL INDEMNITEES, THE CONDITION OF THE SITE, STRICT OR PRODUCTS LIABILITY OR OTHERWISE.

6. Warranty Disclaimers. Seller does not warrant that title conveyed to the Buyer hereunder is free of all third-party security interests. Seller only warrants that it is transferring all such rights, title and interest as the Seller currently holds. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, THE SALE OF THE GOODS IS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AS TO THE VALUE, CONDITION, SALABILITY, OBSOLESCENCE, FITNESS, SUITABILITY, OR WORKING ORDER OF THE GOODS. THE GOODS ARE PURCHASED BY THE BUYER “AS IS” AND “WITH ALL FAULTS,” AND THE BUYER ACKNOWLEDGES THAT (I) SELLER HAS NO REASON TO KNOW OF ANY PARTICULAR PURPOSE FOR WHICH BUYER REQUIRES THE GOODS, OR THE EXISTENCE OF, HAZARDOUS SUBSTANCES (INCLUDING ALL HAZARDOUS SUBSTANCES LISTED AS SUCH BY APPLICABLE LAW, ALL POLLUTANTS OR ASBESTOS AND NATURALLY OCCURRING BUT HARMFUL SUBSTANCES) ON, IN, UNDER, ABOVE OR UPON THE GOODS; (II) BUYER HAS NOT IN ANY WAY RELIED UPON SELLER’S SKILL OR JUDGMENT TO SELECT PROPERTY/GOODS SUITABLE TO ITS NEEDS AND (III) THE SELLER IS NOT A “MERCHANT” AS DEFINED BY THE UNIFORM COMMERCIAL CODE WITH RESPECT TO THE GOODS SOLD HEREUNDER. SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTIBILITY, OF FITNESS FOR A PARTICULAR OR INTENDED PURPOSE, OR THAT THE PROPERTY IS FIT FOR ITS ORDINARY PURPOSE. THERE IS NO WARRANTY AGAINST REDHIBITORY OR OTHER HIDDEN DEFECTS OR VICES, WHETHER APPARENT OR LATENT. BUYER HEREBY EXPRESSLY WAIVES AND RENOUNCES, ANY AND ALL RIGHTS IN REDHIBITION PURSUANT TO LOUISIANA CIVIL CODE ARTICLE 2520, ET SEQ., THE WARRANTY IMPOSED BY LOUISIANA CIVIL CODE ARTICLE 2475, AND ITS ABILITY TO RESCIND THE SALE OF THE PROPERTY OR SEEK A REDUCTION IN THE PRICE FOR ANY REASON WHATSOEVER, AND THE BUYER HEREBY RELEASES SELLER FROM ANY AND ALL LIABILITY WHATSOEVER IN CONNECTION THEREWITH. The Buyer further represents and acknowledges that no agent, employee or representative of the Seller has made any representation, direct, indirect, explicit or implicit, written or oral, with respect to the Goods, that no such representation has been relied upon by the Buyer, and that no such representation forms the basis of this Agreement. The Buyer’s determination as to the condition of the Goods is based solely upon Buyer’s inspection thereof.

7. Assignment. This Agreement is not assignable, and the performance of the Buyer’s duties is not subject to delegation without the prior written consent of the Seller. Any such assignment shall be null and, at the Seller’s discretion, void.

8. Construction and Governing Law. This Agreement shall be governed and construed in accordance with the laws of the state in which the Seller’s Site is located without reference to that state’s principles of conflicts of laws. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING FROM, UNDER OR IN CONNECTION WITH THIS AGREEMENT. The terms and conditions contained herein shall prevail notwithstanding any variance with the terms and conditions of any printed purchase order submitted by Buyer with respect to the Goods, and no modification of these terms shall be binding unless specifically amended in a writing signed by a duly authorized representative of both of the parties hereto.

9. Nonwaiver. The failure of either party to insist upon or enforce, in the instance, strict performance by the other of any of the terms of this Agreement or to exercise any rights herein conferred shall not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon any such terms or rights on any future occasion.

10. Termination Option. Seller shall have the right and option at any time prior to the Delivery Date to terminate this Agreement for convenience by delivery of written notice to Buyer, together with a refund of any portion of the Purchase Price paid to Seller prior to such termination.

11. Entire Agreement. This Agreement constitutes the entire agreement between the par­ties with respect to the Goods, and supersedes all other representations or agreements with respect to the Goods.