1               Definitions and interpretation

1.1           In this Agreement:

1.1.1       These terms & conditions of the Solar PV Installation Agreement constitute an agreement between the Parties for the Service User to use BSG Renewables Limited herein defined as the Company & the Company Appointed Provider’s Goods & Services herein defined as the Agreement.

1.1.2       a reference to the Agreement includes its schedules, appendices and annexes (if any);

1.1.3       a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.1.4       a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.1.5       a reference to a gender includes each other gender;

1.1.6       words in the singular include the plural and vice versa;

1.1.7       any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.1.8       the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and

1.1.9       Business Days shall be defined as meaning a day other than a Saturday, Sunday or bank or public holiday in England.

2                       Quotation

2.1           The quotation the Company has provided the Service User is valid for 28 days from             the date of issue. To confirm the Service Users order, the Service User will need to sign & accept the Quotation.

2.2           The quotation will document all Goods & Services the Company propose to supply, along with the total price for these Goods & Services excluding VAT.

2.3           The quotation will detail specific Terms and Conditions & Confirmation of Goods & Services.

2.4           The Company will provide the Service User with a timetable for supplying the goods and carrying out the installation following payment of the Initial Payment as outlined in the Quotation.

2.5           The quotation will include information as to the performance of the technology the Company has proposed to install. These performance estimates will be calculated according to the requirements of the appropriate MCS Standard.

2.6           The Company will discuss with the Service User and provide the Service User with information as to the location of key components. The Service User will be given the opportunity to approve the site designs before work commences.

2.7           Where the Company are unable to supply the Good & Services that was specified in the quotation, the Company will inform the Service User of this in writing and the Service User will have the right to cancel this contract.

2.8           The Company will advise the Service User on approvals and permissions that may be required for the work; however, it will be the Service Users responsibility to ensure that such approvals and permissions are in place.

2.9           If there are additional payments that the Service User may have to make, such as planning costs or if the Service User needs to consult a Structural Engineer, the Company will offer assistance and advice, but the Service User will be responsible for these costs.

2.10         If there is a particular service or item of equipment that would normally be considered as part of the installation and the Service User has requested that this not be included, then the Company will have documented this on the quotation.

3               Service User obligations

3.1           The Company agrees to supply the Goods & Services, and the Service User agrees to purchase the Goods & Services on the terms set out in this Agreement.

3.2           The Service User shall, at all times and in all respects:

3.2.1       perform its obligations in accordance with the terms of this Agreement;

3.2.2       co-operate with the Company in all matters arising under this Agreement or otherwise relating to the performance of the Goods & Services;

3.2.3       inform the Company in a timely manner of any matters which may affect the provision of the Goods & Services;

3.2.4       obtain and maintain all necessary licences, permits and consents required to enable the Company to provide the Goods & Services and otherwise comply with its obligations under this Agreement.

4               Exclusivity

4.1           The Company shall be the exclusive supplier to the Service User, of the Goods & Services.

4.2           Nothing in this Agreement shall restrict the Company from supplying any Goods & Services which are the same as or similar to the Goods & Services, to other Service Users.

5               Provision of the Goods & Services

5.1           Following procurement of the Goods & Services, the Company shall provide written confirmation to the Service User:

5.1.1       the specifics of the Goods & Services supplied,

5.2           Time of performance shall not be of the essence. The Company shall use its reasonable endeavours to perform the Goods & Services in accordance with any commencement or deadlines specified for performance.

5.3           The Company shall not be liable for any delay or failure in the performance of the Goods & Services caused by:

5.3.1       the Service User’s failure to provide the Company with adequate instructions for the performance of the Goods & Services;

5.3.2       the Service User’s failure to provide the necessary documentation required to procure the Goods & Services;

5.3.3       Force Majeure.

5.3.4       Events which the Company deems outside of their control

5.3.5       Appointed Provider(s) failure, error, negligence, default &/or decision in relation to the Service User &/or the Company.

6               Warranty

6.1           The Service User warrants that:

6.1.1       it has the right, power and authority to enter into this Agreement and grant to the Company the rights (if any) contemplated in this Agreement; and

6.1.2       The necessary documentation required for the procurement of the Goods & Services and all other information, documents, materials, data or other items provided by the Service User are legitimate, and do not infringe the Intellectual Property Rights of any third party.

7               Payment

7.1           The Service User shall pay in accordance with the Payment Schedule detailed in the Quotation.

7.2           The Company may raise and issue their invoice for the Goods & Services at any time.

7.2.1       The Service User may request an individual invoice for the Goods & Services at any time, subject to clause 13.

7.3           The Service User shall pay all invoices:

7.3.1       in full in cleared funds within 14 days of the date of each invoice; and

7.3.2       to the bank account nominated by the Company.

7.4           Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date:

7.4.1       The Company may, without limiting its other rights, charge interest on such sums at the base rate of nominated bank plus 8%; and

7.5         Interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

7.6           All are exclusive of value added tax, as defined by the Value Added Tax Act 1994 herein defined as VAT.

8               Installation

8.1           The Goods & Services provided by the Company & the Company Appointed Provider are detailed in the quotation along with any warranties.

8.2           The Service User may be required to agree to the Company Appointed Providers Terms & Conditions.

9               Limitation of liability

9.1           The Company is not liable for any losses incurred by the Service User in relation to this Agreement.

9.2            Nothing in this Agreement shall operate to exclude or limit either Party’s liability for: (1) death or personal injury caused by its negligence; (2) fraud; (3) wilful misconduct; and/or (4) any other liability which cannot be excluded or limited under applicable law.

9.3           Notwithstanding any other provision of this Agreement, the aggregate liability of either Party, its respective directors and employees, whether in contract, tort or otherwise, shall in no circumstances whatsoever (but to the extent allowed by law) exceed the value paid by the Services User to the Company. Neither Party shall be liable to the other Party or any third party for indirect or incidental losses and without limitation generally, to the foregoing, for any special consequential, exemplary or punitive damages, economic loss or failure to realise expected profits, savings or other benefits, regardless whether such damages where foreseeable and whether or not a party has been advised of the possibility of such damages

9.4           The Company is not responsible for anything they deem outside of their control

9.5           The Company shall not be liable for any of the following (whether direct or indirect):

9.5.1       loss of profit;

9.5.2       loss of or corruption to data;

9.5.3       loss of use;

9.5.4       loss of production;

9.5.5       loss of contract;

9.5.6       loss of opportunity;

9.5.7       Any interruption to the organisation;

9.5.8       loss of savings, discount or rebate (whether actual or anticipated);

9.5.9       harm to reputation or loss of goodwill.

9.6           Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

9.6.1       death or personal injury caused by negligence;

9.6.2       fraud or fraudulent misrepresentation; or

9.6.3       any other losses which cannot be excluded or limited by applicable law.

10             Cancelation

10.1         This Agreement may be cancelled at any time by the Company, giving not less than thirty days’ notice in writing to the Service User.

10.2         Either party may terminate this Agreement at any time by giving notice in writing to the other party if:

10.2.1    the other party commits a material breach of this Agreement, and such breach is not remediable;

10.2.2    the other party commits a material breach of this Agreement which is not remedied within 30 days of receiving written notice of such breach;

10.3         Without prejudice to any other rights that it may have, the Company may terminate this Agreement immediately on written notice to the Service User if the Service User has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid ten Business Days after the Service User has received a written notification from the Company that the payment is overdue.

10.4         Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:

10.4.1    stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

10.4.2    is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) or if the non-defaulting party reasonably believes that to be the case;

10.4.3    becomes the subject of a company voluntary arrangement under IA 1986;

10.4.4    becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

10.4.5    becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

10.4.6    becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

10.4.7    has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

10.4.8    has a resolution passed for its winding up;

10.4.9    has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

10.4.10  is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;

10.4.11  has a freezing order made against it;

10.4.12  is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

11             Refunds

11.1         In the event that the order is cancelled in accordance with this agreement, the Company will refund any amounts paid prior to cancellation less reasonable costs.

12             Confidential information

12.1         Each party undertakes that it shall keep any information that is confidential in nature concerning the other party and its any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity herein defined as “Affiliates”, including any details of its business, affairs, customers, clients, suppliers, plans or strategy ‘Confidential Information’ confidential and that it shall not use or disclose the other party’s Confidential Information to any person.

12.2         Each party recognises that any breach or threatened breach of this clause may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

13             Entire agreement

13.1         This Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

13.2         Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.

13.3         Nothing in this Agreement purports to limit or exclude any liability for fraud.

14             Notices

14.1         Any notice or other communication given by a party under this Agreement shall be:

14.1.1    in writing and in English;

14.1.2    signed by, or on behalf of, the party giving it;

14.1.3    sent to the relevant party at the address.

14.2         Notices may be given, and are deemed received:

14.2.1    by hand: on receipt of a signature at the time of delivery;

14.2.2    by email: when sent from the registered email address

15             Force majeure

15.1         In this clause, Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement Inability to pay is not Force Majeure.

15.2         A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:

15.2.1    promptly notifies the other of the Force Majeure event and its expected duration; and

15.2.2    uses reasonable endeavours to minimise the effects of that event.

16             Further assurance

Each party shall at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to these this Agreement.

17             Variation

No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party. Other than variations made under clause 18.

18             Assignment and sub-contracting

18.1         The Company may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, provided that it gives prior written notice to the Service User.

18.2         The Service User shall not assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, in whole or in part, without the Company’s prior written consent.

19             Set off

The Service User shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

20             Severance

20.1         If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

20.2         If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

21             Compliance with law

Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause 21 to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).

22             Third party rights

22.1         A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.

22.2         The Affiliates of the Company shall have the right to enforce the provisions of this Agreement.

23             Governing law

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

24             Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation