Terms & Conditions

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1. Applicability. All sales of products by groSolar to Customer shall be subject to the terms and conditions set
whether or not attached to any Purchase Order. If any other terms and conditions have been submitted by Customer, they are rejected and these terms and conditions are proposed as a counteroffer. Acceptance of this offer, whether
express or by action indicating intent to purchase products ordered, is limited to the terms and conditions
stated herein. All subsequent actions shall be pursuant to these terms and conditions and any additional or
different terms are hereby objected to and shall not be binding upon the parties unless expressly agreed to in
writing by a duly authorized Officer of groSolar. These Terms and Conditions shall remain in effect until
superseded by new or additional Terms and Conditions issued by groSolar.

2. Customer Purchases. A purchase shall be considered a Customer purchase whenever the purchaser is regularly
involved in the resale or installation of solar energy equipment, regardless of the intended use of the material
being purchased.

3. Order Acceptance or Rejection. Purchase Orders may be submitted to groSolar up to 30 days prior to
requested shipment date. groSolar may accept, reject, or cancel orders placed by Customer for any reason.
groSolar shall not have any liability to Customer by reason of such rejection or cancellation. Customer
understands and agrees that groSolar cannot guarantee availability of products in light of market conditions
and product delivery may be delayed or require substitution of comparable products based on availability.
groSolar will provide notice of accepted purchase orders to Customer. Until notice of acceptance is provided by
groSolar, Customer’s Purchase Order pricing is not guaranteed.

4. Pricing. The prices set forth in groSolar’s price schedules/sheets are not guaranteed and groSolar may change
its pricing at any time provided that groSolar will honor quoted prices on Purchase Orders accepted by groSolar
prior to the effective date of the price change. groSolar will endeavor to provide Customer written notice of
price changes in advance of the effective date of such changes. Prices do not include any sales, excise, use,
property, or other taxes, duties, or fees now in effect or hereafter levied which groSolar may be requested to
pay or collect in connection with the sale of the products to Customer. All transportation, packing and
insurance costs, and other charges will be paid by Customer.

5. Credit Terms. Credit terms and credit limits shall be determined and modified at the sole discretion of groSolar.
groSolar may at any time, decline to make any shipment or delivery except upon receipt of payment or upon
terms regarding credit or security satisfactory to groSolar. In the event that Customer is delinquent in payment,
groSolar may suspend any shipment or delivery until all past due amounts, including finance charges, have been
paid in full. All payments for products purchased by Customer are due and payable in U.S. dollars on the date
set forth in groSolar’s invoice. A fee equal to 2.5% will be assessed on all credit terms payments made by credit
card. Amounts due shall not be subject to any defense, claim, reduction, offset, deduction, back charge,
retainage or holdback for any reason whatsoever. Pro rata payments shall be made for partial shipments.
Payments will be applied as follows: (1) to obligations that are not secured, if any, and (2) if more than one
obligation is secured, to obligations secured by purchase‐money security interests in the order in which those
obligations were incurred. A late charge equal to the lesser of 2% per month or the highest applicable rate
allowed by law will be assessed on all past due amounts. In the event of delinquency, Buyer shall be liable for
all collection costs including reasonable attorney's fees.

6. Credit Card and Debit Card Terms. Credit card and debit card payments are accepted, at the discretion of
groSolar, only at the time an order is placed.

7. Title; Security. Title to the products shall pass to Customer upon delivery of the products to a common carrier.
Until Customer performs all of its obligations to groSolar, including without limitation, payment in full of the
purchase price for the products, groSolar will retain a purchase money security interest in the products and the
proceeds thereof to secure performance of all of such obligations of Customer. Without limiting the effect of
the purchase‐money security interest, the Customer hereby grants to groSolar a security interest in all products
purchased by the Customer to secure payment of any and all obligations owed by Customer to groSolar at the
time of the purchase of the products or thereafter. Such security interest shall remain in full force and effect
with respect to future obligations regardless of whether the Customer shall from time‐to‐time fully satisfy its
obligations. Customer acknowledges and agrees that this Customer Purchase Terms and Conditions constitutes
a Security Agreement under the Uniform Commercial Code and that groSolar shall have all rights and remedies
granted to a secured party under the Code. Customer authorizes groSolar to file such documents as are
necessary or desirable to perfect and maintain security interest granted hereunder.

8. Shipping and Handling. Customer shall specify delivery requirements on its Purchase Order. These include lift
gate, residential, call ahead, or any other particular requirements. groSolar will use commercially reasonable
efforts to meet the delivery schedule set forth in accepted Purchase Orders for products. However, groSolar
shall not be responsible for any loss or liability suffered by Customer as a result of delay in delivery of product
or for lost, misdirected, missing, or damaged freight. All Purchase Orders less than $250 will be charged a $50
handling fee by groSolar. All material is F.O.B. groSolar warehouse or point of origin of the shipment that is
directed to the Customer, unless otherwise expressly stated in writing by groSolar prior to acceptance of
Customer’s Purchase Order by groSolar. Under no circumstance is delivery date guaranteed.

9. Expedited Orders. Standard order processing time is normally two to four business days after acceptance of
purchase orders for Customers with approved credit or after payment has been received by groSolar, for
in‐stock product. Customer may request, and groSolar may accept, at its discretion, Purchase Orders labeled as
“Rush.” Rush orders must be received by groSolar in complete form before 1:00 p.m. Eastern time on the day
before the requested ship date. groSolar will endeavor to ship Rush orders on the date of receipt or on the
next business day. All shipping costs remain the responsibility of Customer.

10. Warranty. The Manufacturer’s warranty is the only warranty applicable to Customer’s purchase. Warranties
provided by individual manufacturers may be serviced by groSolar through agreement with the individual
manufacturers. groSolar will provide to Customer copies of applicable manufacturer’s warranties at or prior to
the time of sale or delivery of product to Customer. Customer is responsible for complying with all terms and
conditions applicable to the manufacturer's warranty. NO WARRANTEES OF ANY KIND ARE PROVIDED BY

11. Returns. Customer may submit a request for return of product after product has been delivered to a common
carrier for delivery or to an employee or other agent of Customer at groSolar’s facility. No returns will be
accepted without a Return Merchandise Authorization, whether for restocking or any other reason. All returns
are subject to a 15% restocking fee. Special order materials and sale items are not returnable. Customer is
responsible for return shipping costs. groSolar will not accept freight collect, freight due, or other unpaid
shipments on returned items. Notwithstanding anything to the contrary in these terms, Customer may not
return any products after the 30th day following delivery for any reason other than in connection with a valid
warranty claim asserted by the Customer.

12. Limitation of Liability. groSolar shall have no liability for any system design or ordering information provided by
Customer. Final determination of suitability and applicability of systems, designs, and products are solely the
DAMAGES OF ANY NATURE. The total liability of groSolar arising from any cause of action or claim whatsoever,
whether in contract, tort, strict liability, warranty, or otherwise, arising out of, connected with, or resulting
from the design, manufacture, sale, resale, delivery, repair, replacement or use of products or the furnishing or
any service shall in no event exceed the price paid to groSolar for the individual unit of products or service, or
part thereof, which gives rise to the cause of action or claim.

13. Limitation on Resale and Export. Product is sold to Customer for installation in the United States. Any product
warranty, performance guarantee, service claims, and technical support may be null and void if product is
installed outside of the United States. Customer is responsible for understanding and accepting the terms and
conditions of any specific warranties that may apply to product purchased. groSolar assumes no responsibility
for any product sold or installed outside the United States.

14. Confidentiality. groSolar pricing information, package information and other material furnished or otherwise
made available by groSolar to Customer in connection with Customer’s purchase and resale of the products is
proprietary information of groSolar. The confidential information shall be used only as directed by groSolar and
then only to the extent necessary to acquaint potential purchasers with the use of the Products and shall not
otherwise be disclosed to any third parties, unless authorized in writing by an officer of groSolar.

15. Product Markings; Ownership of Intellectual Property. Products sold to Customer may bear markings, legends,
or trade names placed thereon by groSolar. Customer agrees and acknowledges that all trademarks, trade
names, patents, trade secrets, inventions, service marks, and other intellectual property associated with the
products belong solely to groSolar and that Customer has no rights to such property. Customer covenants and
agrees that said markings, legends, and trade names shall not be altered, removed, concealed, or covered by
Customer, nor shall any marking, legend, or trade name be added to the products by Customer, unless required
by law or otherwise approved in writing in advance by groSolar.

16. Governing Law; Jurisdiction. These Terms and Conditions are governed by the laws of the State of Delaware.
Customer, to the extent it can legally do so, hereby irrevocably consents to the jurisdiction of the courts of the
State of Delaware and the United States District Court for the District of Delaware, as well as to the jurisdiction
of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action, or other
proceeding arising out of any of their obligations hereunder or with respect to the transactions contemplated
hereby, and expressly waive any and all objections they may have to venue in such courts. Customer
irrevocably waives any right it may have to a jury trial.

17. Independent Contractor. Customer shall purchase Products for its own account and shall act as an independent
contractor in all respects. Nothing in this Agreement shall be construed as making Customer a franchisee,
partner, agent, or employee of groSolar for any reason whatsoever. Customer shall be solely responsible for its
acts and failures to act and the acts and failures to act of its employees and agents.