SUPPLY AND INSTALLMENT AGREEMENT

SUPPLY AND INSTALLMENT AGREEMENT (COMMERCIAL)

Property Owner (“Customer”)
Property Owner Name:			Co-Property Owner Name:
Phone:			Email:
Installation Address (“Property”):
Total Installed System Price (“Contract Price”)
Deposit (due on Effective Date)
Materials to be Installed (“System”)
[Materials to be installed]


		Signatures
	Company	Property Owner		Property Owner
	By: Title: Sales Director Name: Darcey Dockstader. Date:	Name: (Date:		Name: Date:

The customer will receive a completed and signed copy (signatures of company and customer) of this agreement before any work is started.
The customer may require the installation contractor to have a performance and payment bond. The information below is for internal company use only and is excluded from the agreement

Local Government Agencies Information

Sales Consultant

Local Government Agencies Name:

Local Government Agencies Mgmt Company:

Name:

Phone:

Email:

Payment Details:

Terms and Conditions

THIS AGREEMENT is hereby entered into on this ____________ day of ______________________, Twenty _________________,

BETWEEN

1.D4 Solar, with an address at [insert address], hereinafter referred to as (“Company”)

AND

[Customer’s Name], with an address at [insert address], hereinafter referred to as (“Customer”).
SCOPE OF WORK:

3.1 Company shall provide the Customer the following services on the terms set forth in this Agreement (the “Work”):

a) Install the System and its components as described below, which includes design, supply, and installation of all photovoltaic panels, inverters, AC & DC disconnects, wiring, conduit and overcurrent protection, and racking placement.
b) Obtain necessary permits.
c) Provide all labor, material, equipment, supervision, and delivery to furnish and install the entire System as specified under the terms of this Agreement.
d) Conduct related filling and compaction.
e) Coordinate building, electrical, and utility inspections.
f) Start-up and test the completed System.
g) Additional works described in the Notes field below, initialed by both parties.

3.2 Exclusions: Any modifications or deviations from the specifications outlined in this Agreement, including but not limited to the incorporation of additional materials and/or any labor costs resulting from such modifications or deviations, shall not be considered part of the original scope of work (“Work”). Any such alterations or deviations shall be subject to the provisions set forth in Section 7 of this Agreement, and all associated costs shall be solely borne by the Customer.

PROPERTY ACCESS AND SAFETY:

4.1 Availability: The Customer agrees to make the Property available to the Company within ten (10) days of the Effective Date for the installation of the System.

4.2 Ownership and Consent: The Customer confirms that all Property owners have signed this Agreement or authorized their agent to sign on their behalf, granting permission to install the System on the Property.

4.3 Site Inspection: The Customer grants access to the Property for the Company and its authorized professionals to inspect buildings and roofs before installing the System, ensuring its compatibility with the Property.

4.4 Access Rights: The Customer grants to the Company and the Subcontractors the right to access all of the Property for the purposes of:

(a) designing, installing, constructing, testing, operating, maintaining, repairing and replacing the System or making any additions to the System or installing complementary technologies on or about the location of the System, and performing the Company’s obligations under this Agreement;

(b) installing, testing and maintaining electric lines and inverters and meters, necessary to interconnect the System to the Customer’s electric system at the Property and/or to the utility’s electric distribution system; or

(c) taking any other action reasonably necessary in connection with designing, installing, constructing, testing, operating, maintaining, repairing and replacing the System; or

(d) repair of any damage to the roof, wall, or any part of the property determined by the Company to be caused by the installation of the System. This access right shall continue for up to ninety (90) days after the later of the termination of this Agreement.

4.5 Safety and Liability: The Company and its Subcontractors shall take reasonable measures to ensure the safety of persons and property during the installation, operation, maintenance, and removal of the System. The Customer shall be responsible for any injuries or damages incurred on the Property that are not directly caused by the Company’s or Subcontractor’s negligence or misconduct.

PROPERTY ACCESS AND SAFETY:

4.1 Availability: The Customer agrees to make the Property available to the Company within ten (10) days of the Effective Date for the installation of the System.

4.4 Access Rights: The Customer grants to the Company and the Subcontractors the right to access all of the Property for the purposes of

(c) taking any other action reasonably necessary in connection with designing, installing, constructing, testing, operating, maintaining, repairing and replacing the System; or

(d) repair of any damage to roof, wall or any part of the property determined by the Company to be caused by the installation of the System. This access right shall continue for up to ninety (90) days after the later of the termination of this Agreement

4.5 Reasonable Notice: The Company shall provide the Customer with reasonable notice of its need to access the Property whenever reasonable.

4.6 No interference: During the time that the Company has access rights the Customer shall ensure that its access rights are preserved and shall not interfere with or permit any third party to interfere with such rights or access.

4.7 Prevention of Access: Any act, negligence or omission of the Customer, its representative or by third party that prevents or delays the Company from performing its obligations under this Agreement shall not be counted against the time of performance set in this Agreement. The Company shall not be responsible for any resulting loss or damage from such delay

4.8 Removal of Hazardous Materials: The Customer agrees to maintain a safe work environment at the Property during the Agreement’s term. If any hazardous materials, such as asbestos, PCBs, petroleum, or hazardous waste, are discovered, the Company may halt the Work in the affected area(s). The Company will resume the Work only when the Customer provides written proof of local building authority permits confirming the safety of the affected areas. It is important to note that any work stoppage due to unavailability of the Property does not relieve the Customer of their obligations under this Agreement.

PAYMENT TERMS:

5.1 Payment Obligation: The Customer agrees to pay the Company the Contract Price, as stated on the cover page, as compensation for the completion of the Work and installation of the System.

5.2 Full Payment: The Contract Price must be paid in full upon Completed Installation.

5.3 Deposit Requirement: Upon the Effective Date, the Customer shall submit a deposit to the Company, as specified on the cover page (the “Deposit”).

5.4 Refund Policy: If the Customer cancels the Agreement within three (3) days following the Effective Date, the Company will refund the entire Deposit. However, if cancellation occurs after the initial three-day period, the Deposit will be forfeited. If neither Party cancels the Agreement, the Deposit will be applied towards the Contract Price. Please note that if the Deposit amount on the cover page is zero ($0), this section does not apply.

5.5 Past Due Amounts: Past due amounts shall accrue interest from the due date until the payment date at an interest rate that is the lesser of 10% per annum or the maximum rate permitted by law.

TIME FOR PERFORMANCE AND TRANSFER OF TITLE:

6.1 Commencement Date: The Company shall begin performing the Work at the Property (“Commencement”) within thirty (30) business days from the later of receiving all required permits or the Property being ready for installation.

6.2 Diligent Progress: Following Commencement, the Company shall diligently proceed with the installation until it reaches Completed Installation.

6.3 Completed Installation: refers to the point at which the System is fully installed and ready for start-up and testing.

6.4 Guaranteed Completion: Unless otherwise specified, the Company is obligated to achieve Completed Installation within sixty (60) days from the Commencement date (“Guaranteed Completion Date”).

6.5 Extension: The Company reserves the right to modify the Guaranteed Completion Date in cases of Force Majeure Events, Customer-Caused Delay, or circumstances beyond its control, including but not limited to:

a) Product delivery time constraints imposed by the manufacturer(s).

b). Availability of the Customer’s selected equipment.

c). Completion of the Customer’s financing.

d). Permit process.

e). Local government agencies approval process.

6.6 Title of System: Until Completed Installation, the Company holds legal title to all System Assets, including all materials delivered to the Property, whether incorporated into the System or not.

6.7 Transfer of Title: Upon the Customer’s payment of the Contract Price, legal title and ownership of the System shall transfer to the Customer.

CHANGED CONDITIONS AND OPTION TO CANCEL:

7.1 Site Inspection Result: Following the site inspection described in Section 4.3, if the Company identifies significant factors affecting the installation, the Company may choose to cancel this Agreement and propose a new agreement based on the site inspection result.

7.2 Discovery of New Conditions: In the event that the Company discovers new conditions on the Property that were not previously known or disclosed before the Effective Date, or if unexpected environmental concerns arise, requiring additional involvement and permits from local building authorities, the Company reserves the right to cancel this Agreement and propose a new agreement.

7.3 Customer’s Option: If the Company decides to cancel this Agreement and present a new agreement, the Customer has the right to accept or reject the proposed terms. During the transition to the new agreement, all Work shall be temporarily suspended.

LIMITED WARRANTY AND REMEDIES:

8.1 Warranty Period: The Company warrants that the Work and the System will be free from defects in material, construction, and workmanship for a period of one (1) year following the Completed Installation (the “Limited Warranty”). Any claims under the Limited Warranty must be made before its expiration.

8.2 Exclusion of Non-Company Products: The Limited Warranty excludes products not manufactured by the Company. The Customer may be entitled to warranties provided by the manufacturers of such components, accessories, and equipment installed by the Company, such as solar panels, inverters, and disconnect switches. The Company does not explicitly warranty these items as it is not involved in their manufacturing process. In case of unavailability, the Company reserves the right to substitute a reasonable equivalent item. The Limited Warranty does not cover measuring or monitoring equipment or services.

8.3 Warranty Exclusions: The Limited Warranty does not extend to:

8.3.1 Normal Wear and Tear.

8.3.2 Damage or Failure Caused By:

(a) Abuse or material neglect of the Customer, except when following written instructions provided by the Company.

(b) Modifications not performed by or through the Company, unless authorized in writing by the Company or vendor manuals.

(d) Defects or deficiencies attributable to Force Majeure Events.

(e) Failure by the Customer to properly maintain or operate the System.

(f) Defects caused by structural integrity failure due to earth or ground movement.

8.4 Repair and Replacement: If the Customer discovers a breach of the Limited Warranty and timely notifies the Company, the Company’s sole and exclusive remedy shall be to repair or replace the defective Work. The Company will commence and complete such repairs or replacements within a reasonable time. If a failure cannot be corrected, the Parties will negotiate an equitable adjustment in the Contract Price.

8.5 Disputes of Warranty Breach: In case of a dispute regarding a warranty breach, any tests of the System shall be mutually agreed upon, and the Company shall be notified and may be present at all tests conducted.

8.6 Right to Access for Limited Warranty: The Company reserves the right, after providing reasonable notice, to access the Property to repair, inspect, or assess the performance of the Customer’s System.

8.9 Exclusive Remedy: The Limited Warranty provided under this Agreement is the exclusive remedy for defects in material and workmanship. It supersedes all other warranties, whether express or implied. Upon expiration of the Limited Warranty, the Company’s liability for breach of warranty terminates. NO IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.

8.10 Transferability of Warranty: The Limited Warranty can be transferred when the Customer conveys or transfers the Property to another party. The Customer or the transferee must provide written notice to the Company within twenty (20) days from the effective date of the conveyance or transfer.

8.11 Conditions of Transfer: The Transfer of Warranty will be effective only if the Transferee agrees to be bound by the conditions and terms of this Agreement. The Transfer of Warranty will be effective upon the Company’s receipt of written notice from the transferee agreeing to the terms and conditions of the Agreement.

PHOTOGRAPHY AND VIDEOGRAPHY:

The Company reserves the right to document and capture photographs and videos of the job site and the work being performed for marketing and promotional purposes. The Company understands the importance of privacy and acknowledges that some customers may prefer not to have their property photographed or filmed.

9.1 Customer Consent:

By default, unless otherwise specified by the customer, it is understood that the customer grants permission for the Company to capture photographs and videos of the job site and the work being done for marketing purposes.
The customer has the option to decline photography and videography by providing written notice to the Company prior to the commencement of the project.

9.2 Marketing Purposes:

The captured photographs and videos may be used by the Company for marketing, promotional materials, online content, social media, websites, brochures, and any other advertising mediums.
The Company shall have the right to edit, reproduce, distribute, and display the photographs and videos at its sole discretion.
The customer agrees that the photographs and videos may be used without any further compensation or notification.

9.3 Privacy and Confidentiality:

The Company acknowledges the importance of privacy and will exercise reasonable care in capturing photographs and videos to avoid capturing sensitive or personal information unrelated to the project.
The Company shall not disclose any customer’s personal information or sensitive details in the photographs and videos without obtaining the customer’s prior written consent.

9.4 Release and Indemnification:

The customer hereby releases the Company, its representatives, employees, contractors, and agents from any liability arising out of or in connection with the capture, use, and distribution of the photographs and videos.
The customer agrees to indemnify and hold the Company harmless against any claims, damages, or expenses arising from the capture, use, and distribution of the photographs and videos, including but not limited to claims of invasion of privacy or intellectual property rights infringement.
FORCE MAJEURE AND CUSTOMER-CAUSED DELAY:

10.1 Force Majeure Event: The occurrence of a Force Majeure Event is beyond the reasonable control of the Party affected, and it is without the fault or negligence of that Party. Force Majeure Events include, but are not limited to, war, sabotage, riots, insurrection, civil unrest, military or guerilla action, terrorism, economic sanctions or embargoes, civil strikes, work stoppages, slowdowns, or lockouts; adverse weather conditions such as inclement weather, earthquakes, abnormal weather conditions, hurricanes, floods, lightning, wind, drought, volcanic eruptions; Acts of God; unavailability of materials acceptable to the Company; fires, explosions, strikes; concurrent construction at the Property affecting solar installation; government prohibitions, actions, or inactions; or acts or omissions of other persons.

10.2 Customer-Caused Delay: “Customer-Caused Delay” refers to delays caused by the Customer’s failure to comply with its obligations, as well as any delays caused by the Customer, Customer agents, or separate subcontractors.

DEFAULT; TERMINATION:

11.1 Default by the Company. The Company will be in default under this Agreement if any of the following occurs:

a) Failure to perform its obligations under this Agreement which remains uncured thirty (30) days after receipt of notice of default; or
b) The Company admits in writing its insolvency, files or there is filed against it a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity.

11.2 Remedies in Case of Default by the Company: If the Company is in default under this Agreement, the Customer may:

a) Terminate this Agreement; or
b) Pursues any other remedy available to the Customer in this Agreement or by law.

11.3 Default by Customer: The Customer will be in default under this Agreement if any one of the following occurs:

a) The Customer fails to make any payment when it is due and such failure continues for a period of five (5) days;
b) The Customer fails to perform any material obligation that the Customer have undertaken in this Agreement (which includes doing something the Customer have agreed not to do, like alter the System) and such failure continues for a period of thirty (30) days after written notice;
c) The Customer have provided any false or misleading financial or other information to obtain this Agreement;
d) The Customer assigns, transfers, encumbers, sublets or sells this Agreement or any part of the System without Company’s prior written consent; or
e) The Customer makes an assignment for the benefit of creditors, admits in writing its insolvency, files or there is filed against the Customer a voluntary petition in bankruptcy, are adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity.
f) The Customer conceals or fails to disclose known unpermitted structures on the Property; or
g) The Customer willfully refused to obtain proper permits for discovered unpermitted structure.

11.4. Remedies in Case of Default by Customer. If the Customer is in default under this Agreement, the Company may take any one or more of the following actions. If the law requires the Company to do so, the Company will give the Customer notice and wait any period of time required before taking any of these actions. The Company may:

a) Terminate this Agreement;
b) Suspend the performance of this Agreement;
c) Take any reasonable action to correct the Customer’s default or to prevent our loss; any amount we pay will be added to the amount the Customer owes us and will be immediately due;
d) Require the Customer, at the Customer’s expense, to return the System or make it available to us in a reasonable manner;
e) Proceed, by appropriate court action, to enforce performance of this Agreement and to recover damages for the Customer’s breach;
f) Disconnect, turn off or take back the System by legal process or self-help, but the Company may not disturb the peace or violate the law;
g) Report the non-operational status of the System to the Customer utility informing them that the Customer is no longer net metering;
h) Charge the Customer a reasonable reconnection fee for reconnecting the System to the Customer’s utility or turning the Customer’s System back on after we disconnect or turn off the System due to the Customer’s default;
i) Recover from the Customer (A) all unpaid Contract Price, taxes, and all or any other sums then due and owing, and (B) seek a pre or post judgment lien or similar security interest on or against the Customer’s home;
j) Recover from the Customer all direct and indirect, internal and external expenses incurred in partial completion of the Work, plus 15% profit thereon; or
k) Pursue any other remedy available to the Company in this Agreement or by law.

11.5 Multiple Remedies: By choosing any one or more of these remedies, the Company does not give up its right to use another remedy. By deciding not to use any remedy should this Agreement be in default, the Company does not give up the right to use that remedy in case of a subsequent default.

11.6 Reimbursement: The Customer agrees to repay the Company for any reasonable amounts we pay to correct or cover the Customer’s default. The Customer also agrees to reimburse the Company for any direct and indirect, internal and external costs and expenses the Company incurs, plus 15% profit thereon, relating to the System’s return resulting from early termination.

11.7 Non-Default Terminations: If any of the following event arises, either Party may termination this Agreement without further liabilities or obligations on either party:

(a) issuance of an order of a court or other public authority having jurisdiction which requires all the Work to be stopped; or

(b) Force Majeure Event that lasts more than 365 days. The Company may termination this Agreement if there is a failure to obtain all permits and governmental approvals required for performance of the Work.

INDEMNIFICATION:

12.1 Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all liabilities, including but not limited to loss, damage, expenses, fines, penalties, court costs, and reasonable attorneys’ fees (“Liabilities”), incurred by the indemnified Party in connection with or arising from any third-party claim for physical or other damage to property, physical destruction of property, death, or bodily injury to any person.

12.2 The indemnification obligation shall apply to the extent that such Liabilities are caused by:

a) Any breach, violation, or default under this Agreement or any applicable legal requirements by the indemnifying Party.
b) Any willful misconduct or gross negligent acts or omissions of the indemnifying Party, its agents, subcontractors, employees, or others under its control.

12.3 However, the indemnifying Party shall not be obligated under this section to the extent that such Liabilities arise due to the negligence or willful misconduct of the indemnified Party or any third party.

LIMITATIONS OF LIABILITY:

13.1 Limitation of Liability. Company’s total liability to the Customer, from any and all causes (including all claims under the warranties described in this Agreement), whether based on contract, tort (Including negligence), strict liability or any other cause of action, shall in no event exceed the Contract Price.

13.2 No Consequential Damages: NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT. THIS LIMITATION WILL NOT BE INTERPRETED TO RESTRICT A PARTY’S INDEMNITY OBLIGATIONS WHERE SUCH OBLIGATIONS EXIST PURSUANT TO THIS AGREEMENT.

DISPUTE RESOLUTION:

14.1 Any disputes arising from or relating to this Agreement or its breach shall be resolved through arbitration in Riverside County, California, in accordance with the Construction Arbitration Rules of the Judicial Arbitration and Mediation Services (“JAMS”), unless the Parties agree otherwise in writing. The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction. The prevailing party in arbitration or court proceedings shall be entitled to reasonable attorney’s fees and related costs and expenses.

CONFIDENTIALITY:

15.1 Both parties agree to keep confidential any proprietary or confidential information disclosed during the course of this Agreement.

15.2 This obligation of confidentiality shall survive the termination of this Agreement.

GOVERNING LAW AND JURISDICTION:
1 This Agreement is governed by the laws where the Property is located.
ENTIRE AGREEMENT:

17.1 This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

NOTICES:

18.1 All written notices must be delivered personally, sent by certified mail (return receipt requested), or overnight courier. Notice is deemed received upon personal delivery, promised delivery date by courier, or five (5) days after mailing. Notices should be sent to the addresses specified on the cover page or as provided in writing.

NO DEFAMATORY LANGUAGE:

19.1 Both Customer and Company agree not to make false, misleading, defamatory, or abusive statements about each other or any affiliated individuals. Breach of this agreement may result in appropriate actions taken by the Company.

ASSIGNMENT:

20.1 Neither party may assign any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Company may, without consent of Customer, assign this Agreement to affiliate of the Company.

AMENDMENT AND MODIFICATION:

21.1 This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.

NOTICE ABOUT WORKERS’ COMPENSATION INSURANCE:

22.1 The Company likewise carries workers’ compensation insurance written by Applied Underwriters Insurance Services for all its employees. The Customer may call the insurance provider at (877) 234-4420 to check contractor’s coverage.

RELEASE OF LIEN CLAIM:

23.1 Upon satisfactory payment being made for the work performed, the Company, prior to any further payment being made, shall furnish to the person contracting for the home improvement an unconditional release from any potential lien claimant claim or mechanics lien authorized pursuant to Sections 8400 and 8404 of the Civil Code for that portion of the work for which payment has been made.

COUNTERPARTS:

24.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Signed by or on behalf of:

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING

D4 ELECTRIC AND SOLAR CUSTOMER

NAME: DARCEY DOCKSTADER NAME: __________________________

TITLE: SALES DIRECTOR TITLE: CUSTOMER

SIGNATURE: __________________ SIGNATURE: ____________________

DATE: DATE: __________________________

Exhibit A

NOTICE OF RIGHT TO CANCEL

The Customer may cancel this transaction, without any penalty or obligation, within three (3) business days of the agreement signature date. If the Customer cancels within the three (3) days right of refusal, any property traded in, payments made under the contract or sale, and any negotiable instrument executed by the Customer will be returned within ten (10) days following receipt by the seller of the Customer cancellation notice. Additionally, any security interest arising out of the transaction will be canceled. If the Customer cancel, the Customer must make available to the seller at the Customer residence, in substantially as good condition as when received, any goods delivered to the Customer under this contract or sale, or the Customer may, if the Customer wishes, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk.

If the Customer does make goods available to the seller and the seller does not pick them up within twenty (20) days of the date of the Customer’s notice of cancellation, the Customer may retain or dispose of the goods without any further obligation.

To cancel this transaction, fax, email or deliver a signed and dated copy of this cancellation notice, or any other written notice, to:

D4 Solar

The notice must be received no later than midnight of _________.

I hereby cancel this transaction _____/_____/______

___________________________________________ (Buyer’s Signature)

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