Terms and Conditions

1 DEFINITIONS AND INTERPRETATION

In this Agreement the following words and expressions shall have the following meanings:

“Business Day” means any day, other than a Saturday or Sunday, on which clearing banks in England and Wales are open during business hours (or would be but for a strike, lock-out or other stoppage affecting particular banks or banks generally);

“Contract” means the PV Solar Supply and Installation Order Form together with these Terms and Conditions version 1/2011;

“Contract Period” means the period from the Starting Date to the original Date for Practical Completion as stated in Schedule Items 9 and 11;

“Date for Practical Completion” means the date stated in Schedule Item 11;

“Necessary Consents” means all consents, licences, permissions, orders, exemptions and approvals required from any authority (and shall include for the avoidance of doubt all assessments which may be required to be undertaken before the issue of any of the foregoing) for the installation and operation of the Installation including grid connection offer;

“Owner’s Representative” means the person identified on the first page of the Contract Schedule (or other person notified to the Contractor as the Owner's Representative) as the person empowered by the Owner to communicate with the Contractor, including giving instructions as to variations;

“Practical Completion” means the date upon which the Works are completed in accordance with the requirements of clause 2, apart from minor omissions or minor defects;

“Relevant Criteria” for materials means: (i) generally accepted practices or standards applied in the building industry for the materials; or (ii) specifications, instructions or recommendations of manufacturers or suppliers of the materials;

“Site” means the site where installation is to occur as described in Schedule Item;

“Substantial Breach (Owner’s)” means substantial breach by the Owner includes, but is not limited to: (i) failing to pay any money due and owing to the Contractor within five (5) business days of the date for payment; and (ii) substantially or persistently obstructing the Contractor in the performance of the work under this Contract;

“Substantial Breach (Contractor’s)” means substantial breach by the Contractor includes but is not limited to: (i) failing to perform the work under this Contract completely; (ii) failing to provide materials which comply with this Contract; (iii) unreasonably failing to replace or remedy defective work or materials; (iv) unreasonably failing to perform the work diligently or unreasonably delaying, suspending or failing to maintain reasonable progress; (v) failing to effect or maintain any insurance required by this Contract; and (vi) failing to hold the requisite licences or authorities necessary to complete the Works;

“work under this Contract” means all the work necessary to build the Works In accordance with this Contract;

“Works” means the work described in Schedule Item 3 and the Site Evaluation Form, to be built in accordance with this Contract, including variations provided for by the Contract.

Any reference to the Contractor, shall where the context so admits include its legal representatives, professional advisers, subsidiaries, agents, employees, invitees, contractors, licensees and the like.

Words importing persons include firms, companies and corporations and vice versa.Where any party to this Contract comprises, at any one time, two or more persons, the obligations which are expressed to be by such party shall be deemed to be made by such persons jointly and severally.

References to numbered clauses or clauses in this Contract are references to the relevant clause or clauses in these Terms and Conditions version 1/2011.

The headings to the clauses, schedules and paragraphs shall not affect the interpretation.

2 WARRANTIES

2.1 The Contractor warrants that:

(a) the work under this Contract will be carried out in an appropriate and skilful way and with reasonable care and skill;

(b) all materials supplied will be of good quality and suitable for the purpose for which they are used having regard to the

Relevant Criteria, and that all materials used will be new unless this Contract expressly provides otherwise;

(d) the work under this Contract will be carried out in accordance with the Site Evaluation and any other Contract documents.

2.2 The Contractor must, unless the Contract expressly provides otherwise, supply at the Contractor's cost and expense,

everything necessary for the completion of the Works and for the performance of the work under this Contract.

2.3 The Owner must pay the Contractor the price for the Works in accordance with this Contract.

3 THE SITE

3.1 The Owner gives the Contractor a licence to enter and occupy the Site for the purpose of performing the work under this

Contract.

3.2 The Contractor must permit the Owner or any person authorised by the Owner to, under the Contractor's supervision:

(a) have reasonable access to the Site;

(b) view any part of the work under this Contract.

3.3 The Owner or the Owner's Representative must not interfere with the performance of the work under this Contract when at

the Site.

4 CARE OF WORK

4.1 The Contractor is responsible for the care of the work under this Contract from the Starting Date until the Works are

completed.

4.2            The Contractor must promptly make good, and indemnifies the Owner in respect to, any loss or damage to the Site occasioned
                 by any act, neglect or default of the Contractor or the Contractor's employees, agents or subcontractors,and must also make
                 good any such loss or damage which is or which ought to have been the subject of any insurance required by this Contract.

5 INSURANCE

5.1 The Contractor agrees, at its cost, effect and maintain contract works and public liability insurances. Public Liability
Insurance must be for at least the amount of ten (10) million pounds sterling.

6 COMMENCEMENT AND PERFORMANCE OF WORK

6.1 Subject to clause 6.2, the Contractor must commence work at the Site as soon as reasonably possible.

6.2 Prior to the Starting Date, the Owner must provide to the Contractor:

(a) if requested, proof of ownership of the Site;

(b) if the Owner is the party named in Schedule Item 12, evidence that all Necessary Consents including building and planning
approvals have been obtained.

6.3 If the Owner fails to adequately provide the information as specified in clause 6.2, the Contractor may in its discretion:

(a) extend the Date for Practical Completion by the length of any delay in providing the said information; or

(b) terminate the Contract.

6.4 The Contractor must diligently carry out the work under this Contract and must not, except as permitted by this Contract,
delay, suspend, or fail to maintain reasonable progress in the performance of that work.

7 TIME FOR PRACTICAL COMPLETION

7.1 The Contractor must achieve Practical Completion of the Works by the Date for Practical Completion stated, or calculated in
accordance with Schedule Item 10, or any extended date under this clause or under clauses 3 or 6.

7.2             The Contractor may claim and is entitled to a reasonable extension of the Date for Practical Completion if the Contractor is
                  or will be delayed in achieving Practical Completion of the Works by a variation the subject of a variation form in accordance
                  with the provisions of clause 11 of this Contract so long as:

(a) the variation was one required by the Owner; or

(b) for a variation not requested by the Owner, then only if the variation was required due to circumstances which the Contractor
could not reasonably have foreseen for which the Contract was made, or for Schedule Item 10 delays.

7.3 Practical completion will be reached by the date in Schedule Item 11 (Date for Practical Completion).

8 PRICE AND PRODUCT

8.1             The parties agree that the Contract Price stated in Schedule Item 4 is the full amount payable to the Contractor for the Works
                  described in Schedule Item 3. Goods supplied by the Contractor remain the property of the Contractor until the Contract Price
                  is paid.

8.2            The Contractor reserves the right to supply substitute or alternative goods, including Inverters and PV panels, to those
                 described at point of sale when supply of said goods are not available at the time of installation, on the condition that
                 such substitutions are substantially similar.

8.3 The parties agree and acknowledge that all pricing payable under this Contract (including any variation pursuant to clause 11)
have been or will be calculated on a VAT inclusive basis as applicable.

8.4            The parties agree that the Contract Price does not include any work required to make good any electrical compliance (e.g.
                 Consumer unit upgrade or remedial works to the clients existing electrical installation) as identified at Site Evaluation stage.
                Any such work required can be quoted separately by the Contractor, or its subcontractor, and must be completed prior to the
                Works commencing. The Owner has the option to source an alternative electrical contractor to complete this work.

8.5 The parties agree that the Contract price does not include any extra work required to make the Works good or compliant that
was not reasonably possible to determine during Site Evaluation.

9 PAYMENT

9.1 The Owner must pay the Contractor the price for the Works calculated and adjusted as provided by this Contract in
accordance with the following provisions:

(a) The Owner must pay the Contractor the Deposit stated in Schedule Item 5, by the Deposit Due Date stated in Schedule
Item 6;

(b) The owner must pay the Contractor upon practical completion;

(c) the Balance of the Contract Price for the Works calculated and adjusted as provided by this Contract and so stated in
the Payment Provisions of Schedule Item 7.

9.2            If any sum payable under this Contract is not paid within 14 days after the due date then (without prejudice to the
                 Contractor’s other rights and remedies) the Contractor reserves the right to charge interest on such sum on a day to
                 day basis from the date or last date for payment the thereof to actual date of payment (both dates inclusive) at the
                 Interest Rate on Overdue Payment stated in Schedule Item 8 from time to time in force compounded quarterly. Such
                 interest shall be paid on demand by the Owner.

10 DEFECTS AFTER COMPLETION

10.1 The contractor must make good defects or omissions in the work under this Contract which become apparent within
twenty-four (24) months of the Date of Practical Completion.

10.2          If there are any such defects or omissions, the Owner must give the Contractor written notice to make good such defects
                 or omission in the work under this Contract which become apparent within twenty-four (24) months of the Date of
                 Practical Completion.

10.3 Subject to reasonable access being provided, the Contractor must within twenty-eight (28) days of the notice being given
rectify any defects notified to the Contractor under clause 10.2 during usual business hours.

11 VARIATIONS

11.1            The work under this Contract may be varied by way of an increase, decrease or deletion of work under this Contract
                  between the Contractor and the Owner provided that the details of the variation are put in writing, before the Works
                  commence, using the Contractor’s variation form signed by both the parties.

11.2 Either party may give the other written notice requesting a variation of the work under this Contract.

11.3           The Contractor shall give to the Owner the Contractor's calculation of the change to the price consequent upon the
                  proposed variation and the work under this Contract shall be varied when the Owner agrees and signs the
                  Variation Form.

11.4           If the Contractor has requested the variation, the Contractor is only entitled to additional payment if the variation was
                  necessary because of circumstances that could not have been reasonably foreseen by the Contractor when the
                  contract was entered into.

12 SUBCONTRACTING

The Contractor may subcontract parts of the work under this Contract to appropriately qualified tradespersons,
but the Contractor remains liable to the Owner for the work paid under this Contract.

13 TERMINATION

13.1 If either party is in Substantial Breach of this Contract, the party not in breach may give the other party a written
request to remedy that breach.

13.2 If the Substantial Breach is not remedied within seven (7) business days, the party not in breach may end this
Contract by giving written notice to that effect.

13.3           If the Contract is terminated pursuant to this clause the Owner must pay the Contractor the reasonable value of
                  any work properly carried out by the Contractor prior to that termination and which has not been the subject of
                  previous payment.

13.4          If the Owner terminates this Contract without being entitled to do so, then the Owner must pay the Contractor the
                 reasonable value of any work properly carried out by the Contractor prior to that termination and which has not
                 been the subject of previous payment, in addition to a cancellation fee of £300.

13.5 Should a party become Insolvent then the other party may, by giving a written notice, immediately terminate
this Contract.

14 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and
the parties submit to the jurisdiction of the English courts in relation to any matter arising herefrom.