Terms and Conditions for the purchase of the solar system

Purchase Mode

The Buyer acknowledges that the purchase of the System shall be completed under one of the following purchase structures:

• Outright Purchase - The Buyer pays the full purchase price and applicable delivery fee directly to the Seller.
• Financed Purchase (Loan-to-Own) - The Buyer obtains financing from a third-party Financier to pay for the System, under a separate Financing Agreement between the Buyer and the Financier.

The Buyer shall indicate the applicable purchase mode in the Sales Agreement, and the relevant clauses of these Terms shall apply.

Payment Terms

Invoice

The Seller shall issue an invoice to the Buyer indicating:

• the purchase price;
• the delivery/installation fee;
• the approved mode of payment; and
• the applicable purchase mode (Outright or Financed).

The invoice shall form an integral part of the Sales Agreement.

Outright Purchase Payment Terms (Applicable only where the Buyer selects Outright Purchase)

The Buyer agrees to pay the full invoice amount within 7 days as stated on the invoice date.

The Seller may suspend delivery/installation until full payment is received.

Failure to pay as required entitles the Seller to exercise all remedies available under law and this Agreement.

Financed Purchase Payment Terms (Applicable only where the Buyer selects Financed Purchase)

The Buyer and the Financier shall execute a Financing Agreement setting out deposits, repayment schedule, interest, fees, and other financing obligations.

Delivery and installation of the System shall be subject to the Financier’s approval of the Buyer’s financing application and confirmation of disbursement to the Seller.

The Seller shall not deliver or install the System until payment is received in accordance with the Financing Agreement.

The Financing Agreement shall prevail on all matters relating to financing.

Repayment Default (Financed Purchase Only)

In the event of a default by the Buyer under the Financing Agreement:

• The Seller may exercise any recovery or repossession rights granted under the Financing Agreement.
• The Buyer grants the Seller unrestricted access to the installation premises for inspection, repossession, or removal of the System.
• The Buyer shall not obstruct or interfere with recovery and shall bear all costs associated with removal, transportation, and re-installation (if any).
• Recovery of the System does not prejudice the Seller’s right to recover outstanding sums, losses, or damages.

Title to the System remains vested in the Seller until all financing obligations are fully satisfied.

Delivery and Installation (Applicable to both Outright and Financed Purchase)

Upon receipt of applicable payment (full payment under Outright Purchase or payment confirmation under Financed Purchase), the Seller shall deliver and install the System at the Buyer’s nominated location.

The Buyer shall ensure that the nominated delivery and installation location is accessible, safe, and suitable for the installation of the System. The Seller shall not be liable for delays or additional costs arising from the Buyer’s failure to provide accurate or adequate delivery and installation conditions.

Risk of loss or damage to the System shall pass to the Buyer upon completion of delivery at the nominated location; however, this excludes risks expressly covered under the warranty provided by the Seller and manufacturers of the products.

Any delivery or installation timelines communicated by the Seller shall be estimated only, and the Seller shall not be liable for delays caused by factors beyond its reasonable control.

The Buyer acknowledges that the Seller shall not be responsible for:

• The condition, safety, integrity, or compliance of the Buyer’s electrical wiring, panels, switches, circuits, earthing/grounding systems, or general electrical infrastructure;
• Diagnosing, repairing, replacing, or upgrading any part of the Buyer’s electrical installation;
• Any damage, malfunction, or performance issues arising from the Buyer’s faulty, substandard, expired, overloaded, or unsafe electrical installation.

Where faults or safety concerns are discovered in the Buyer’s electrical installation during installation, the Seller may suspend installation until such issues are remedied at the Buyer’s cost.

Warranties and Representations

The Seller represents and warrants that it has the full right, authority and capacity to facilitate the sale, delivery and installation of the System and that the System shall be supplied with good and marketable title, free from liens, claims, or encumbrances.

The Seller represents and warrants that the System delivered to the Buyer shall be in good working condition and free from substantive defects at the time of delivery and installation.

The Buyer acknowledges that all warranties applicable to the System are issued exclusively by the original equipment manufacturers (“the manufacturers”).

Warranties are stated on the Invoice as provided by the manufacturers of the Products/Components of the System.

The Seller shall provide after-sales support services and call-outs for the System at no cost to the Buyer for the first (1) year following installation. Thereafter, such services shall be rendered at a fee mutually agreed by the Parties.

The warranties and free after-sales support shall not apply where any defect or damage arises from deliberate misuse, negligence, overload, improper handling, unauthorized modification, or failure to comply with the operating manual or energy load management guidelines issued to the Buyer.

All warranties are personal to the Buyer and shall not be transferred, assigned, or extended to any third party, including in the event of a resale or re-installation of the System by the Buyer.

The Seller shall not be liable to refund any payment made by the Buyer except in circumstances where the Seller fails to deliver or install the System in accordance with the terms of this Agreement.

Indemnity

The Buyer agrees to indemnify, defend, and hold harmless the Seller, from and against all claims, damages, losses, liabilities, penalties, costs, and expenses (including legal fees) arising from the Buyer’s misuse, improper handling, or unauthorized modification of the System or any damage to property, injury, or loss caused by conditions at the Buyer’s premises; the Buyer’s failure to comply with operating or load management instructions; and any act or omission of the Buyer or persons under the Buyer’s control.

Force Majeure

Neither party shall be deemed in breach of the Sales Agreement or liable for any delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God, war, terrorism, civil unrest, governmental actions, natural disasters, pandemics, strikes, lockouts, or other labor disputes, and interruptions in transportation or communication services.

In the event of a Force majeure Event:

• The affected party shall promptly notify the other party in writing, providing details of the nature and extent of the Force Majeure Event and its anticipated effect on the performance of its obligations under the Agreement.
• The time for performance of the affected obligations shall be extended by a period equivalent to the duration of the Force Majeure Event, including any required recovery period.
• The affected party shall use all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as reasonably practicable.
• If the Force Majeure Event continues for a period of more than ninety (90) days, either party may terminate the Agreement by giving thirty (30) days' written notice to the other party. Such termination shall be without prejudice to the rights and obligations of the parties that have accrued prior to termination.

Partnership

Nothing in the Agreement is intended or to be deemed to create a partnership or joint venture between the Seller and Buyer.

Data Protection

The Parties shall comply with all applicable data protection laws, including the Nigeria Data Protection Act (NDPA) 2023. Any personal data exchanged under the Agreement shall be used solely for performing obligations hereunder and protected against unauthorized access, loss, or disclosure. Personal data shall not be shared with third parties except as required by law or with prior written consent. Each Party shall promptly notify the other of any data breach and cooperate to mitigate its effects.

Dispute Resolution

• Any dispute arising out of the interpretation or implementation of the Agreement shall be settled amicably between the parties.
• Where parties are unable to settle the dispute through clause 8.1 above within fourteen (14) days, any of the parties may refer the dispute to the Lagos Multi-door Courthouse for Mediation.
• Where the dispute is not resolved amicably at the Lagos Multi-door Courthouse, either of the Parties is at liberty to seek redress in court.

Entire Agreement

These Terms and Conditions form part of the Sales Agreement between the Seller and Buyer.

Severability

If any particular term, covenant, or provision of the Agreement is determined to be invalid or unenforceable, the invalidity or unenforceability thereof will not affect the remaining provisions of the Agreement, which will nevertheless remain in full force and effect.

Waiver

No waiver by either party of a breach hereof or default hereunder will be deemed a waiver by such party of any subsequent breach or default.

Governing Law

The Agreement shall conform to and be interpreted under the laws of the Federal Republic of Nigeria as to all matters, including validity, interpretation and performance thereof.