Terms and Conditions
The following is Verisolar’s Terms and Condition.
Verisolar LLC’s (“Contractor” or “Us”) business relationships with Customers (“Customer” or “You”) shall be governed by our Terms and Conditions (along with the Sales and Service Contract, the “Agreement”), as defined below:
1. Contractor’s Obligations:
Contractor is providing a “turnkey” system to Customer which includes all applicable standard hardware, materials, supplies and services required to provide a fully-operational system. This “turnkey” system (“System”) includes the following actions:
a. Complete all preliminary designs and engineering to meet with utility interconnect specifications, NEC code and industry common installation practices (which may change in the event on-site circumstances or characteristics require design or engineering modifications).
b. Submit engineering drawings to your electric utility company for review and pre-approvals to tie your Solar Electric Power system to the power grid (which may change in the event on-site circumstances or characteristics require design or engineering modifications).
c. Secure all local authority permits and certifications as required.
d. Provide all necessary safety equipment to complete project safely and on time.
e. Supply and deliver all components and equipment as contracted. Subject to Customer approval, Contractor may substitute substantially similar items produced by a different manufacturer or offered by a different supplier in their place.
f. Install solar panels on selected roof surface according to pre-designed racking system (which may change in the event on-site circumstances or characteristics requiring design or engineering modifications) and secure them to meet wind loads for jurisdiction.
g. Install wiring to solar modules, inverters, combiner box, AC/DC disconnect(s) as required, and to the main breaker panel, or via a line-side tap in compliance with NEC code and utility requirements.
h. Complete system quality check, testing
i. Provide Customer with component warranty information and required system documentation.
j. Upon completion (“Installation Completion Date”), provide the necessary invoices and documentation to apply for possible tax credits.
Unless explicitly described in quotation, all materials shall be new, in compliance with all applicable laws and codes, and shall be covered by a manufacturer’s warranty where appropriate.
3. License Status and Insurance:
If required by law, all work shall be performed by individuals duly licensed and authorized to perform said work. Furthermore, Contractor shall maintain general liability and workers’ compensation insurance at all times during the installation of the System.
4. Permits and Approvals:
Contractor shall obtain all permits necessary for the work to be performed and completed. The System shall not be turned over to Customer until all permits are final and not subject to approval. If Contractor is unable to obtain a structural stamp or city/historic district approval for the System, the Contractor may terminate the Agreement, refund any money paid to Contractor and have no further liability or obligation to Customer.
5. Passing of Title:
Title to all equipment (“Equipment”) provided by or through contractor as part of the System shall pass to you immediately upon our delivery of the Equipment to the property upon which the System will be placed. Thereafter, customer shall bear all risk of loss with respect to the System and shall insure the System at your cost and expense.
6. Customer’s Representations:
Customer represents that:
(a) it either owns or leases the property upon which the System will be placed (“Property”) and if it leases has received all necessary approvals in writing from the property owner for the installation of the System;
(b) Customer has full power and authority to execute this Agreement and to perform its obligations hereunder; and
(c) the execution and delivery of this Agreement has been authorized by all necessary action, and the person signing for Customer has authority to enter into this Agreement on its behalf and bind Customer to this Agreement.
7. Information and Services:
Promptly following the execution of an agreement with Contractor, Customer shall furnish or cause to be furnished:
(i) all reports, surveys, drawings and tests concerning the conditions of the Property that are in the possession or control of Customer, if the System is part of the original construction of the structure in question and
(ii) information regarding Customer’s utilization of and demand for electricity at the Property, which information Customer shall request from its utility provider and which information the Contractor shall be entitled to rely upon. Customer shall provide or cause to be provided a broadband connection for communication with the monitoring system such that the Equipment can be monitored remotely.
8. Payment and Taxes:
Customer shall pay to Contractor, as full consideration for the full and complete performance of all requirements under this Agreement, including, without limitation, performance of the services, the final project cost, which amount shall be paid as set forth in the Agreement between the parties. Customer shall pay all taxes, fees, levies and other government charges of any kind arising in connection with the project, the services or any Equipment supplied hereunder. However, Contractor shall be responsible for and shall pay (or cause to be paid) all taxes imposed upon its income and all payroll taxes of Contractor employees including State sales taxes and local taxes where applicable.
9. Insurance and Indemnity:
a. Customer Coverage: Customer shall obtain and maintain Property insurance for the full value of the structure upon which the Equipment will be placed through final completion of the project.
b. Indemnification: Customer shall fully indemnify, defend and hold harmless Contractor and its present and future direct and indirect parents, subsidiaries and affiliates, their officers, directors, shareholders, employees, representatives and agents from and against any and all claims, actions, costs, damages, judgments, suits, demands, losses and liabilities, arising from:
(a) any claim by Customer or a third party for physical injury or physical damage to or physical destruction of property that is not caused by Contractor’s or it’s subcontractor’s negligence, and
(b) claims resulting from Customer’s breaches of this Agreement.
10. Contractor’s Warranty:
Contractor warrants, for a period of five (5) years from the Installation Completion Date, that:
(i) the System (exclusive of the Equipment) shall have been designed, engineered and installed in a good and workmanlike manner,
(ii) the work performed pursuant to this Agreement shall have been performed in a good and workmanlike manner, and
(iii) the work performed pursuant to this Agreement shall be free from defects in workmanship.
11. Remedy for Nonconformance with Contractor Warranty:
If Customer discovers a breach by Contractor of any of the warranties set forth in Section 10 above, then Customer shall give Contractor written notice of the nonconformity with reasonable promptness following Customer’s discovery thereof (but no later than fifteen (15) days after such discovery) and in no event later than the expiration of the warranty period. If Customer fails to give notice after such discovery and in no event later than the expiration of the warranty period, any claims arising out of or related to the alleged defect are waived. Upon receipt of such notice, Contractor shall repair or replace, or cause the repair or replacement of, the nonconformity at Contractor’s sole expense and discretion.
12. Third Party Warranties:
Contractor will cause all equipment manufacturers’ warranties to apply directly to the Customer. In the event of any defective Equipment, Customer shall look exclusively to the manufacturer's’ warranties for coverage with respect to cost of replacement parts and materials and cost of labor.
13. Limited Warranty:
THE WARRANTY SET FORTH IN SECTION 10 ABOVE IS EXCLUSIVE AND IN LIEU OF ALL WARRANTIES OF CONTRACTOR, EXPRESSED OR IMPLIED, OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM, USAGE OR OTHERWISE. OTHER WARRANTIES ARE HEREBY DISCLAIMED. THERE ARE NO OTHER WARRANTIES OF CONTRACTOR THAT EXTEND BEYOND THOSE SET FORTH IN SECTION 10 ABOVE WITH RESPECT TO THE SYSTEM OR SERVICES PROVIDED. NO OTHER WARRANTY, ORAL OR WRITTEN, WHICH MIGHT HAVE BEEN GIVEN BY AN EMPLOYEE, AGENT, OR REPRESENTATIVE OF CONTRACTOR, IS AUTHORIZED BY CONTRACTOR.
14. Exclusions from Contractor Warranty:
VERISOLAR IS NOT AND SHALL NOT BE HELD LIABLE FOR ANY NONCONFORMITY WITH THE WARRANTY GIVEN IN SECTION 10 ABOVE IF SUCH NONCONFORMITY IS DUE TO:
(A) ORDINARY WEAR AND TEAR;
(B) ACTS OR OMISSIONS OF CUSTOMER OR ANY OTHER CONTRACTOR OF CUSTOMER (OTHER THAN VERISOLAR OR VERISOLAR’S CONTRACTORS, SUBCONTRACTORS OR VENDORS);
(C) ALTERATIONS OR REPAIRS OF THE SYSTEM CARRIED OUT BY ANY PERSON OTHER THAN VERISOLAR OR VERISOLAR’S CONTRACTORS, SUBCONTRACTORS OR VENDORS AUTHORIZED IN WRITING BY VERISOLAR;
(D) NEGLIGENT ACTS OF PERSONS (OTHER THAN VERISOLAR OR VERISOLAR’S CONTRACTORS, SUBCONTRACTORS OR VENDORS); OR
(E) A FORCE MAJEURE EVENT.
15. Waiver of Damages and Limitation of Liability:
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, NEITHER CONTRACTOR NOR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, AGENTS, SUBCONTRACTORS, VENDORS OR EMPLOYEES SHALL BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT, WHETHER SUCH LOSS OR DAMAGE ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, LOSS OF PROFIT, COST OF CAPITAL, LOSS OF GOODWILL, INCREASED OPERATING COSTS OR ANY OTHER SPECIAL OR INCIDENTAL DAMAGES. THIS SECTION SHALL SURVIVE THE INSTALLATION COMPLETION DATE OR EARLIER TERMINATION OF THIS AGREEMENT. UNDER NO EVENT WILL CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS PAID BY CUSTOMER UNDER THIS AGREEMENT.
If any provision of this contract is interpreted or rendered invalid and unenforceable, then the remainder of this contract shall remain in full force and effect.
17. Force Majeure:
Contractor shall not be liable for any delay due to any event or circumstance which is unforeseeable, or being unforeseeable, unavoidable and outside of the control of Contractor, and that prevents contractor from performing obligations under this Agreement, which event or circumstance:
(i) is not within the reasonable control, or is not the result of the gross negligence or willful misconduct, of Contractor, and
(ii) shall be deemed to include, but not be limited to, acts of God, acts of civil or military authorities, acts of war or public enemy, acts of any court, regulatory agency or administrative body having jurisdiction, changes in legislation (including but not limited to local ordinances, state law, federal law, or case law), insurrections, riots, strikes or other labor disturbances of a general nature, breakdown of or accidents to plant equipment or facilities, fires, explosions, interruption of transportation, embargoed or other causes of a similar nature, weather delays, including, without limitation, the elements, such a heavy rains, hurricanes, tornadoes, or ice or snow storms, explosion, flood, landslide, mudslide, fire, lightning, earthquake, droughts, or volcanic action, naturally occurring epidemic or disaster, explosion or any cataclysmic occurrence. Contractor shall be entitled to a reasonable extension of time for delays due to Force Majeure; provided that any Force Majeure event that prevents performance, or is reasonably expected to prevent performance. In the event of strikes, lockouts, Force Majeure, delayed shipments by suppliers or subcontractors or other causes hindering punctual completion for reasons that Contractor are not accountable for, Contractor shall be entitled to extend the completion date(s) by a reasonable amount of time.
18. Final Agreement; No Waiver:
This Agreement constitutes the full and final understanding between the parties and supersedes all prior negotiations, representations and agreements. This Agreement and any attachments take precedence over Customer’s additional or different terms and conditions, to which notice of objection is hereby given. Neither Contractor’s commencement of performance nor delivery shall be deemed or construed as acceptance of Customer’s additional or different terms and conditions. This Agreement may be amended, modified and/or terminated only by written instrument signed by both Customer and Contractor. In the event of conflict between this Agreement and any other documents incorporated into this Agreement, the terms and provisions of this Agreement shall control. The failure of either party to insist on the strict performance of any term of this Agreement shall not be deemed a waiver of that party’s right to subsequently enforce such term in the event of a continuing or subsequent default by the other party. Provisions of this Agreement may only be waived by a party in writing.
19. Independent Contractor:
Contractor shall perform and execute the provisions of this Agreement as an independent contractor, and none of Contractor, its contractors, subcontractors and other vendors, or any of their respective employees or agents shall be deemed for any purpose to be an agent, servant, employee or representative of Customer. Customer acknowledges that:
(i) Contractor is an independent contractor and not an affiliate or agent of Customer’s utility provider; and
(ii) Contractor does not represent the Customer’s utility provider in any capacity.
20. TDLR Notice:
Contractor’s services are regulated by The Texas Department of Licensing and Regulation, P. O. Box 12157, Austin, Texas 78711, 1-800-803-9202, 512-463-6599; website: www.tdlr.texas.gov/complaints.
Any controversy or Claim arising out of or relating to this contract or contract warranty or the breach thereof which cannot be resolved by mediation shall be settled by BINDING arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration proceeding shall be before A panel of three (3) arbitrators, the contractor shall designate a first arbitrator, the customer shall designate a second arbitrator, and those two arbitrators shall designate a mutually agreeable third neutral arbitrator. All arbitrator and mediator costs and fees shall be paid equally by the contractor and the customer.
Without limiting Contractor’s other remedies hereunder or at law (including, but not limited to, Contractor pursuing any deficiency from Customer), in the event Customer terminates this Agreement prior to Contractor completing the installation of the System and Customer paying for it in full, Contractor retains the right to retain some or all of any deposit paid to Contractor in order to compensate Contractor for services performed or materials purchased in connection with the System.
23. Drafting Ambiguities:
In interpreting any provision of this Agreement, no weight shall be given to, nor shall any construction or interpretation be influenced by the fact that counsel for one of the parties drafted this Agreement, each party recognizing that it and its counsel have had an opportunity to review this Agreement and have contributed to the final form of this Agreement.
24. No Personal Liability:
Notwithstanding any provision in this Agreement to the contrary, it is specifically understood and agreed that there shall be absolutely no personal liability on the part of any of the officers, directors, shareholders, members, partners, agents, or employees of the parties for the payment of any amounts due hereunder, or the performance of any obligations hereunder.
This Agreement may not be assigned by Customer without the express written consent of Contractor, which consent shall not be unreasonably withheld or delayed so long as Customer is not in default.
26. Venue and Choice of Law:
Any disputes related to this Agreement shall be decided under Texas Law, within Harris County, Texas. All parties agree to submit to jurisdiction in Harris County, Texas.
27. Intellectual Property:
The Customer agrees that all Confidential Information, Intellectual Property, inventions, feedback, copyrights, trademarks, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information (“Work Product”) that relates to the Contractor’s actual business or anticipated business of which they are aware or reasonably should be aware, including existing or future products or services, that are conceived, developed or made by Contractor while in a relationship with the Customer belong to the Contractor and that the Customer retains no rights of any nature in such Work Product.
The Customer shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, without the written consent of the Contractor, any of Contractor’s Confidential Information or any Work Product disclosed to the Customer.
This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts must be construed together and constitute the same instrument.