Terms & Conditions

MODULE SUPPLY STANDARD TERMS AND CONDITIONS
1. TERMS OF SALE. ACCEPTANCE OF BUYER’S ORDER IS EXPRESSLY MADE CONDITIONAL ON
BUYER’S ASSENT TO BOVIET SOLAR USA’S MODULE SUPPLY STANDARD TERMS AND CONDITIONS SET
FORTH HEREIN, AND BOVIET SOLAR USA (“BOVIET” or “Seller”) AGREES TO FURNISH SOLAR CELLS AND
SOLAR MODULES, AND ASSOCIATED HARDWARE, PARTS, SOFTWARE AND MATERIALS (“PRODUCTS”),
AND SERVICES COVERED THEREBY (THE “SERVICES”) DESCRIBED IN BUYER’S ORDER ONLY UPON THESE
TERMS AND CONDITIONS (“Terms and Conditions”). These Terms and Conditions shall govern the sale
of products and/or services by Boviet to the Buyer of those products and/or services under a purchase
order between Seller and Buyer. No waiver, alteration or modification of any of these General Terms
and Conditions shall be effective, whether contained in any purchase order of Buyer or otherwise,
unless such waiver, alteration or modification is specifically acknowledged and accepted in writing by
authorized representatives of Boviet and Buyer. Any terms or conditions of Buyer’s order (or of Buyer’s
other purchase documents and correspondences) inconsistent with or in addition to these Terms and
Conditions shall not be binding on Boviet, unless the Parties specifically agree otherwise in writing.

2. TERMS OF Delivery. All delivery are made EXW, Boviet Solar USA warehouses (INCOTERMS
2011). Boviet is the Importer of Record with U.S. CBP, and responsible for all importation filing,
documentation and tariff. Boviet has the goods ready for collection at its premises (works, factory,
warehouse, plant) on the Delivery Date agreed upon. Except with respect to any Software (as defined
below), title and risk of loss or damage shall pass to Buyer at the EXW point. The Buyer pays all
transportation costs.

3. PAYMENT. Payments are due in US Dollars unless the Parties specifically agree otherwise in
writing. Buyer shall pay ten percent (10%) of the amounts owed under a Buyer’s Place Order (PO) within
five (5) business days after Boviet’s issuance of Pro forma Invoice (PI). The remaining amounts owed
under that PO shall be due on the delivery date and received by Boviet before module release from the
warehouses. Boviet reserves the right to require an irrevocable, documentary letter of credit from a
bank Buyer designates that is approved by Boviet, in the event of a Buyer’s payment term granted by
Boviet. All past due payments (including any disputed portion of an invoice that is subsequently resolved
in favor of Boviet and has not been paid in accordance with the above payment terms after the date of
such resolution) shall bear interest at the lesser of 1‐1/2% per month or the highest legal rate.

4. PRICES. All prices (including Software license fees and importation tariff included in the prices)
are exclusive of sales, use, withholding, or similar taxes or duties whether imposed currently or in the
future. Such taxes shall be borne by Buyer in addition to the prices quoted or invoiced. In the event
Boviet is required to pay any such taxes, Buyer shall reimburse Boviet therefor. Unless otherwise
explicitly indicated, prices quoted assume the Buyer to pay all necessary importation cost (including
labor, freight, insurance etc.) and the timely return by Buyer of Boviet’s transportation containers and
other materials used in transporting the Products. Boviet is entitled to charge Buyer for the cost of such
containers and materials if these are not returned to Boviet in a timely manner.

5. CHANGES. Boviet reserves the right to modify or change the Products in whole or in part, at
any time prior to PI issuance without incurring any liability to modify or change any product previously
delivered, or to supply new products under prior Buyer orders. If Buyer requests changes in the
configuration of the Products, subject to Boviet’s acceptance, Buyer shall pay for the reasonable cost for
rework and rescheduling of the Products. Any deleted feature, option, or accessory shall be subject to
the cancellation fee shown in Section 9. All requested changes must be made by revised order in writing
to Boviet. Boviet shall inform Buyer of the new delivery date and additional costs via a new order
acknowledgment.

6. DELIVERY DELAY. Buyer can delay Delivery Date only up to thirty (30) days beyond the
scheduled Delivery Date by written notice to Boviet, provided that written notice of Buyer’s delay
request is received by Boviet at least thirty (30) days prior to the scheduled Delivery Date. Buyer shall
be responsible for any and all costs associated with any such delay, including storage, maintenance and
retesting costs. The delay in delivery of Products more than thirty (30) days beyond the scheduled
Delivery Date will be treated as Order Cancellation and subject to the fee shown in Section 9.

7. INSPECTION AND ACCEPTANCE. Buyer shall visually examine the Products promptly upon
receipt thereof. Within ten (10) business days of such receipt, Buyer shall notify Boviet in writing of any
complaint which Buyer may have concerning the delivered Products, including but not limited to any
claimed shortages, defects, delivery errors or any other problems. The Products shall be deemed
accepted by Buyer on the date of receipt if no written complaint is provided within ten (10) business
days of such receipt (“Acceptance Date”).

8. INSTALLATION. The Products will be supplied with an installation manual and other
documentation on Product specifications, operating parameters, use, and performance
(“Documentation”). In those cases where Buyer is installing the Product or can otherwise reasonably
control how this work is done, then Buyer agrees that Products shall be installed (including prepreparation,
mounting and connection to other systems components including but not limited to
inverters, grounding systems and mounting systems) by appropriately qualified individuals where
required by law, by regulations or where otherwise reasonably deemed necessary, such as properly
certified electricians or other trade professionals. Where Buyer is responsible for the solar system design
or can otherwise reasonably control how this work is done, then Buyer agrees that any solar power
generation systems using the Products, where deemed reasonable or required by law or regulations,
shall be properly designed by competent and appropriately certified professionals such as professional
engineers. Documentation will be provided by Boviet for the Products and shall be used in the systems
design or installation of the Products, unless otherwise mutually agreed in writing. Failure to properly
install the Products will immediately render all the Warranty and any applicable insurance provided by
Boviet , express or implied, null and void and Boviet shall not be liable for any resulting damages.

9. CANCELLATION. Buyer agrees that in the event of cancellation by Buyer of the order or any
part thereof prior to the scheduled Delivery Date, Buyer shall pay Boviet as liquidated damages, and not
as penalty, a percentage of the price for such items cancelled as based on the following schedule:
90‐61 days before scheduled Delivery Date ‐ 5% of the purchase price; 60‐31 days before scheduled
Delivery Date ‐ 10% of the purchase price; 30‐1 before scheduled Delivery Date ‐ 15% of the purchase price.

This section shall not be deemed to create any right of cancellation in Buyer and only reflects the parties
agreement as to the fair and reasonable damages to which Boviet shall be entitled in the event of
cancellation by Buyer taking into account relevant factors, including without limitation, the customized
nature of the Products and the limited number of potential customers.

10. RETURNS. Except as described in the Warranty, Buyer shall have no right to return the
Products or any part thereof, and no Products may be returned without Boviet’s written consent, which
may be withheld, in Boviet’s sole discretion. Boviet assumes no responsibility for unauthorized returns.
All expenses for returned Products shall be borne by Buyer.

11. WARRANTY.
11.1 Boviet Solar Technologies’s warranty is described in its warranty policy in
Attachment 1, incorporated into these Terms and Conditions by reference, and may be modified
from time‐to‐time and posted at the following website:
http://www.bovietsolarusa.com/wp-content/uploads/2016/07/LIMITED-2BWARRANTY-28201529.pdf.

11.2. Once the Products are installed, if Buyer or the ultimate end user (“End User”) believes
the Product is not performing substantially as described in the Product Documentation as
described in the Warranty, then Buyer or End User, as applicable, must follow Boviet’s warranty
claim procedure in order to obtain Boviet’s authorization for return. Once the authorization is
granted, Buyer or End User shall uninstall the Product and return it to Boviet at Buyer’s or End
User’s expense, as applicable. Boviet will ship Buyer or the End User, as applicable, a
replacement Product as early as practicable at Boviet’s expense. In addition, Boviet will perform
a technical evaluation under mutually agreed test conditions. If the evaluation confirms the
Products do not substantially conform to the Warranty, Buyer or End User, as applicable, may
keep the replacement Product free of charge. If the evaluation indicates the Product does
substantially conform to the Warranty, then Boviet will invoice Buyer or the End User, as
applicable, for the replacement Product at the price paid by Buyer for the original Product, and
for reimbursement to Boviet of all shipping costs incurred to ship the replacement Product. If a
replacement Product is no longer available, Boviet and Buyer or End User, as applicable, shall
discuss and agree on a reasonably similar product or solution.

11.3 With respect to any services performed by Boviet, Boviet’s sole liability for any
defect therein shall be to perform again such services at Boviet’s expense. Parts furnished in
Warranty services shall be new or rebuilt parts, at the option of Boviet, but shall be as good as
new parts.

11.4 THE FOREGOING WARRANTY IS EXCLUSIVE OF ALL OTHER WARRANTIES WHETHER
WRITTEN, ORAL, IMPLIED OR BY TRADE USAGE, IN CONNECTION WITH THE DESIGN, SALE,
INSTALLATION, SERVICE OR ANY USE OF THE PRODUCTS OR PART OF THE PRODUCTS,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NEITHER BOVIETNOR ITS SUPPLIERS WARRANTS OR REPRESENTS THAT ANY SOFTWARE WILL
OPERATE UNINTERRUPTED OR ERROR FREE OR THAT ALL DEFECTS IN ANY SOFTWARE ARE
CORRECTABLE OR WILL BE CORRECTED.
11.5 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOVIET’S WARRANTY
DOES NOT COVER AND NO WARRANTY IS MADE WITH RESPECT TO:
• Failures discovered but not reported within the Warranty period specified.
• Accessories, attachments or other devices not furnished by Boviet.
• Failure of the Products, which in Boviet’s judgment is caused by other than normal
wear and tear or by, conditions not controllable by Boviet , including without limitation
thereto: (a) installation of the Products not in substantial conformance with the
Documentation, or any attempt by to modify, repair or maintain the Products without
Boviet’s specific prior written authorization, (b) improper use or misuse or lack of use of the
Products, (c) fluctuations of current, humidity, temperature or other factors which exceed
those limits as indicated in the Documentation, (d) damage by fire, water, vandalism, riots,
civil unrest or acts of God, or (e) strikes, lockouts, embargoes, insurrection, inability to
obtain shipping space or materials, or government acts, restrictions, or limitations.
• Damage in shipment or otherwise not caused by faulty packing or crating, whether
or not Boviet selected the means of shipment and/or carrier.
• Such parts, which by their nature in normal use in accordance with the
Documentation have a life expectancy shorter than the applicable warranty period,
commonly referred to as “consumable.”

11.6 As a condition of Boviet’s obligations under the Warranty, Buyer or End User, as
applicable, shall (a) notify Boviet immediately of any claimed failure of the Products, (b) allow
Boviet Solar USA Ltd. 1740 Technology Dr. STE 205, San Jose, CA 95110 Version: 1.1 Effective June 1st, 2016
Boviet’s service personnel prompt, full and free access to the Products and the premises on
which it is located (c) not impose a waiver of liability or other restriction on Boviet’s service
personnel as a site access requirement, (d) ensure that at least one (1) of Buyer’s employees
shall be on the premises during the performance by Bovietof any Warranty service, and (e)
provide free of charge to Boviet service personnel performing Warranty service a reasonable
and secure space for documentation, tools, test equipment, etc. Furthermore, Buyer agrees to
permit Boviet to implement remote, automatic means of collecting data from the Products.
Such data may relate to the use of the Products, including tool and process parameters,
environmental conditions, and interconnections with other equipment. Boviet will use such
data solely for purposes of fulfilling its obligations under this Section, supporting the use of the
Products, providing maintenance and repair services, analyzing Product problems or
underperformance, providing preventative maintenance monitoring, developing
recommendations for use of the Products, performing tuning and performance enhancement,
and developing new features and improved performance. Such data shall be deemed Buyer’s
Confidential Information, and Boviet will protect the data in accordance with Section 17:
Confidentiality. Customer agrees to permit Boviet to continue the data collection processes for
so long as it owns or operates the Products.

11.7 Buyer acknowledges that the Products and Services provided under these Terms and
Conditions may contain data, software or equipment provided by sources other than Boviet or
may be used in products that may be provided by third parties (“Third Party Products”). Boviet
does not warrant that such third parties will provide support for such Third Party Products, the
accuracy of any such Third Party Products, or their trouble free operation. Buyer’s sole
remedies for any defects therein shall be against the third party providers of the Third Party
Products. Buyer specifically releases and agrees to indemnify and hold Boviet harmless from any
and all claims, liabilities or costs, including, but not limited to, reasonable attorney fees,
however and whenever arising out of Buyer’s use of, or reliance upon, any such Third Party
Products.

12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER
NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY
CLAIMING THROUGH OR UNDER THE OTHER PARTY, FOR ANY LOST PROFITS, LOSS OF USE, OR
PRODUCTSDOWNTIME, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF
ANY KIND, HOWSOEVER ARISING, RELATING TO THESE TERMS AND CONDITIONS, OR RELATING TO THE
PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, BOVIET’S AGGREGATE LIABILITY, IF ANY, IN DAMAGES OR OTHERWISE,
SHALL NOT EXCEED THE PURCHASE PRICE PAID TO BOVIETBY THE BUYER FOR THE PRODUCT FURNISHED
THAT GAVE RISE TO THE WARRANTY CLAIM. THE BUYER ACKNOWLEDGES THAT THE FOREGOING
LIMITATIONS ON LIABILITY ARE AN ESSENTIAL ELEMENT OF THESE TERMS AND CONDITIONS BETWEEN
THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE PURCHASE PRICE OF THE
PRODUCTS WOULD BE SUBSTANTIALLY DIFFERENT. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT
DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO THE BUYER.

13. DOCUMENTATION. Boviet shall furnish with each Products one (1) copy (except as otherwise
quoted) of the Documentation as stated in the effective quotation from which the Products were
purchased. Buyer shall not make copies of such Documentation for any purpose other than for its own
internal use, and all such copies shall bear any Boviet copyright notice which appears on the original.

14. DEFAULT IN PAYMENT. Failure by Buyer to make any payment promptly when due shall be
default by Buyer and shall entitle Boviet , in addition to such remedies as are provided by law, including
but without limitation suspending all business activities, warranty service, and post warranty service
with respect to Buyer, to collect interest on overdue amounts equal to one and one half (1 1/2%) per
month or at maximum rate permitted by law, and/or to repossess any Products as to which any
payment or partial payment has not been made in full when due, at the sole discretion of Boviet . Buyer
shall reimburse Boviet for any and all collection fees incurred.

15. SECURITY INTEREST. For sales involving Products used or to be used in the United States,
Boviet retains a purchase money security interest in the Products, materials, or spare parts (including
modification and replacements) delivered hereunder and in the proceeds from the sale, exchange,
collection, or disposition thereof, until Buyer has made payment in full for such Products, materials, or
spare parts. This Section serves as a security agreement, and Buyer authorizes Boviet to file any
financing statements deemed appropriate by Boviet for purposes of perfecting the security interest
granted herein. Without limiting the foregoing, Buyer, shall upon request by Boviet, provide all
information and signatures required by Boviet to perfect such security interest. Boviet reserves all rights
granted to a secured creditor under the California and other applicable Uniform Commercial Codes
including but not limited to the right upon demand, to repossess the Products, materials or spare parts
delivered hereunder if Buyer fails to make timely payments. To simplify such possession, Boviet may
require the Buyer to assemble the collateral and make it available to Boviet at a place reasonably
convenient to both parties and designated by Boviet.

16. SOFTWARE LICENSE. All firmware, and other software licensed by Buyer or used by the
Products and furnished by Boviet, and any and all changes or derivative works made by or for either
party, (collectively the “Software”) shall remain the property of Boviet or its suppliers, whichever is
applicable, and title is not being sold or transferred to Buyer under these Terms and Conditions. Boviet
hereby grants to Buyer a personal, revocable, non‐exclusive, paid‐up, non‐transferable license to use all
such Software for the sole purpose of operating the Products for their intended purposes. Buyer may
not make copies of or modify the Software, or may not disclose, sublicense, transfer or export the
Software to any third party without Boviet’s prior written consent. Buyer shall not attempt to modify or
reverse engineer or reverse compile or reverse assemble the Software, or in any way attempt to
discover the source code for the Software except and only to the extent allowed by law to achieve the
interoperability of the Software with other programs. Prior to disposing of any media or apparatus
containing the Software, Buyer shall ensure that any Software contained on such media or stored in
such apparatus has been completely erased or otherwise destroyed.

17. CONFIDENTIALITY. Each of the parties shall use at least the same degree of care which it uses
to prevent the disclosure of its own confidential information of like importance to prevent the disclosure
of Confidential Information disclosed to it by the party in connection with this transaction. Each party
warrants to the other that such care is reasonably calculated to prevent the disclosure of Confidential
Information. The term “Confidential Information” shall mean all information which is not generally
known and which is confidential or proprietary, including, but not limited to, all customer information,
customer lists, price lists, supplier lists, marketing plans, financial information, processes, methods,
practices, technical plans, research, development, manufacturing, purchasing, accounting, marketing
and business systems or techniques and related documentation. Notwithstanding the above, neither
party shall have liability to the other with regard to any Confidential Information of the other which was
in the public domain at the time it was disclosed or becomes in the public domain through no fault of
the receiver; is disclosed with the prior written approval of the discloser; was independently developed
by the receiver prior to the receipt of the Confidential Information or without access to or use of
Confidential Information; becomes known to the receiver from a source other than the discloser without
breach of these Terms and Conditions by the receiver and otherwise not in violation of the discloser’s
rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other
governmental body.

18. PATENT, TRADEMARK, COPYRIGHT INFRINGEMENT INDEMNITY.
18.1 Boviet shall defend, indemnify and hold the Buyer from any and all claims by any
third party (including reasonable attorneys’ fees and costs of litigation) to the extent resulting
from claims that use of the Products infringes any patent, copyright or trade secret rights of a
third party.

18.2 Boviet’s obligations under this Section shall apply only if (a) Buyer notifies Boviet
reasonably promptly and in writing upon learning that the claim might be asserted, (b) Boviet
has sole control over the defense of the claim and any negotiation for its settlement or
compromise, provided that Boviet does not agree to any settlement or compromise that would
result in payment of monies by Buyer, (c) Buyer take no action that unreasonably impairs
Boviet’s defense of the claim, and (d) Buyer fully cooperates with the defense or settlement of
any such claim, at Boviet’s expense. Boviet shall not be liable for any cost or expense of defense
incurred by Buyer in connection with any such suit or claim, without Boviet’s prior and specific
authorization and consent.