Standard Terms and Conditions

This document sets out the standard terms and conditions of supply ("Terms") that will apply to Products or Services supplied by Bright Light Solar Limited ("we" or "us").

1 Definitions

1.1 In these terms and conditions each of the following words and expressions shall, unless the context otherwise requires, have the following meanings:-

"Contract" means your purchase order and our acceptance of it, or your acceptance of a quotation for Services by us under clause 2.2.

"Force Majeure" means any cause preventing us from performing any or all of our obligations which arises from or is attributable to acts, events, omissions or accidents beyond our reasonable control including, without limitation, strikes, lockouts or other industrial disputes (whether involving our workforce or any other party), acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm or default of suppliers or sub-contractors;

"Overseas Customer" means a customer based outside of the United Kingdom;

"Products" means any products (including solar electricity and solar thermal products) agreed to be supplied to you by us from time to time;

"Services" means any services agreed to be supplied to you by us from time to time, including but not limited to the installation of the Products or the provision of consultancy advice and feasibility studies;

"UK Customer" means a customer based in the United Kingdom.

1.2 Headings in these Terms shall not affect their interpretation.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

2 Application of Terms

2.1 These Terms shall:-

2.1.1 apply to and be incorporated into the Contract; and

2.1.2 (to the extent permitted by law) prevail over any inconsistent terms or conditions contained, or referred to, in your purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by you, or implied by law, trade custom, practice or course of dealing.

2.2 Your purchase order, or your acceptance of a quotation for Products and/or Services by us, constitutes an offer by you to purchase the Products and/or Services specified in it on these Terms. No offer placed by you shall be accepted by us other than:-

2.2.1 by a written acknowledgement issued and executed by us; or

2.2.2 (if earlier) by us starting to provide the Services or by us delivering the Products in accordance with clause 3 below,

2.3 Your standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.

2.4 Quotations are given by us on the basis that no Contract shall come into existence except in accordance with clause 2.2. Any quotation is valid for a period of 30 days from its date, provided that we have not previously withdrawn it.

3 Delivery

3.1 UK Customers will take delivery of the Products, or accept provision of the Services, within 14 days of us giving them notice that the Products or Services are ready for delivery or provision.

3.2 Overseas Customers will take delivery of the Products at the UK port from which the Products will be shipped.

3.3 Any dates specified by us for the delivery of Products or the provision of Services are intended to be an estimate and time will not be of the essence for delivery or supply. If no delivery dates are specified at the time of the Contract, delivery will be within a reasonable time.

3.4 Unless otherwise specified by a UK Customer, delivery of Products will be made to the address notified and agreed between the UK Customer and us as its delivery address, between the hours of 9.00 am and 5.00 p.m. on any weekday (excluding official holidays).

3.5 If you refuse or fail to take delivery of any Products supplied in accordance with the Contract, delivery will nevertheless be deemed to have taken place for the purpose of our rights to payment and we will be entitled to store the said Products at your risk and expense which shall include all related transportation charges.

3.6 Upon delivery, you will be responsible for and will bear the entire risk of loss or damage to the Products, regardless of acceptance. If you wish to make any claims for shortages or for damaged Products, full particulars must be notified to us within 14 days of delivery.

4 Title and Risk

4.1 Ownership of any Products shall not pass to you until all prices, taxes and charges due under the relevant Contract have been paid in full. For these purposes, payment will be deemed to have been received when irrevocably credited to our bank account.

4.2 Until ownership of any Products has passed to you, you will to the extent it is practicable:-

4.2.1 hold the Products on a fiduciary basis as our bailee;

4.2.2 store the Products in such a way that they remain readily identifiable as our property; and

4.2.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products.

4.3 Our right to possession of the Products in respect of which ownership has not passed to you shall terminate immediately if you enter into liquidation (whether voluntary or compulsory) or have a receiver and/or manager, administrator or administrative receiver appointed.

4.4 You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.

4.5 Risk to any Products shall pass upon delivery (or deemed delivery) by us to you.

5 Terms of Payment

5.1 The prices applicable to the supply of Products and/or Services will be as set out in the relevant Contract and unless otherwise agreed:

5.1.1 we reserve the right to modify prices to take account of increased costs, in particular resulting from any revaluation of currency, increase or change in tax or duty or legislation passed after the date of the Contract and prior to delivery or provision (if applicable); and

5.1.2 all prices are exclusive of Value Added Tax (in respect of UK Customers) and all costs or charges in relation to loading, unloading, carriage and insurance all of which costs or charges you will pay to us.

5.2 If we have to change the Contract for reasons beyond our control (for example changes in the design and manufacture of the Products made by the provider which causes further work to install the energy system or requires further inspections and this causes an increase in costs), we shall provide you with a quotation giving details of the extra costs. We will (at your request) discuss and explain the new quotation and will, in any case, only carry out all the works (including the further work) once your written acceptance has been received.

5.3 Payment in full for Products and/or Services is due to us before delivery of the Products and/or Services unless otherwise agreed.

5.4 Time is of the essence for the purpose of payment. If you fail to pay us any sum due pursuant to the Contract:-

5.4.1 we shall be entitled to suspend provision of the Services until the outstanding amount has been received by us; and

5.4.2 we shall be entitled to charge you interest on such sum from the due date for payment at the rate of 2% per annum above the base rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made.

5.5 We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5.6 All amounts due under the Contract shall be paid in full without any deduction or withholding other than as required by law. You shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part.

6 Your responsibilities

6.1 You shall:-

6.1.1 co-operate with us in all matters relating to the Services;

6.1.2 allow us to conduct a meeting with you and carry out a survey of the location where any Products are to be installed or Services carried out;

6.1.3 provide us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to your premises, office accommodation, data and other facilities as reasonably required by us;

6.1.4 ensure that any existing energy systems (including gas, oil, water and electricity) to which any Products will be connected will be capable of handling and supporting the additional requirements added to it;

6.1.5 inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at your premises;

6.1.6 obtain and maintain all necessary licences and consents (including, if necessary, planning permission and buildings regulations approval) which are required before the Services can be carried out and on our request you shall provide us with copies of such permissions and consents so that we can ensure that the design and installation of the Services (if relevant) complies with applicable laws.

6.2 If the performance of our obligations under the Contract is prevented or delayed by any act or omission of you, your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.

6.3 You shall be liable to pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to us confirming such costs, charges and losses to you in writing.

7 Warranty

7.1 We warrant that we will provide the Services in a timely manner with reasonable skill and care and provide suitably skilled personnel to carry out the Services.

7.2 We hereby exclude to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in these Terms) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of you except that such exclusion will not apply so as to exclude or purport to exclude the liability conferred on us:-

7.2.1 under law for death or personal injury caused by its negligence; or

7.2.2 by section 12 Sale of Products Act 1979 (as amended); or

7.2.3 or Section 2 of the Supply of Products and Services Act 1982 (as amended).

8 Limits of Liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS TERM

8.1 We will accept liability without limitation for death or personal injury caused by defects in the Products and / or Services or to the extent that it arises from our negligence or that of our employees acting within the course of their employment and within the scope of their authority.

8.2 Subject to clause 8.1, any liability of us for breach of a Contract, or in respect of any other claim or demand arising from a Contract will not exceed a sum equal to the total price paid or due to be paid under the Contract.

8.3 Subject to clause 8.1, in no event or circumstance will we be liable for any special, indirect or consequential damages (including but not limited to loss of profits, loss of revenues, loss of business, depletion of goodwill) for breach of a Contract, or in respect of any other claim or demand arising from a Contract or otherwise in respect of the supply of Products or Services.

8.4 If any of the Products and/or Services do not meet the quality standards set out in the Contract we shall at our option (as appropriate):-

8.4.1 repair or replace such Products (or the defective part of such Products); or

8.4.2 re-perform the Services; or

8.4.3 refund the price of such Products and/or Services provided that, if we so request, you shall, at your expense, return the Products or the part of such Products which is defective to us. To the extent that we comply with this clause 8.4 we shall have no further liability in respect of such Products and/or Services.

8.5 We do not undertake structural or other types of building surveys and therefore if the installation of the Products (if relevant) cannot be completed, or any damage is caused through existing structural or other defects in your property, we cannot be responsible for this.

8.6 If you provide us with incorrect measurements or any other incorrect information, and we rely on this in preparing the Contract, we reserve the right to increase our price to cover the reasonable cost of making good any errors or doing any additional work required because of them

8.7 Owing to the variable nature of renewable energy sources we cannot warrant the specific daily performance outputs of any Products supplied. We consult standard industry data in respect of levels of renewable energy available at a particular site (e.g. average sunlight or wind speeds/consistency) and use professional computer modelling techniques to advise on which Products are appropriate.

8.8 In order to achieve optimum results, the Products supplied need to be sited correctly in areas where there is uninterrupted access to renewable energy sources such as sunlight and wind. Solar panels also need to be angled and orientated correctly in order to achieve optimum solar gain and wind generators require a clear aspect to the prevailing wind with little obstruction downwind. Where we have not been responsible for the installation of the Products, we will not be responsible for performance of the Products where the Products have been incorrectly sited and/or installed by you.

8.9 We will not be held liable in the event that you change any of the factory settings or timings or make any alterations or modifications to layout, fixings or finishes.

8.10 You acknowledge that the above provisions of this clause 8 are reasonable and reflected in the price and you shall accept risk and/or insure accordingly.

9 Confidentiality and intellectual property

9.1 All prices and information supplied by, or on behalf of us whether or not contained in any proposals, tenders and quotations remain our property and shall not be disclosed to any third party without our prior written consent.

9.2 The copyright and all other intellectual property rights of whatever nature in any designs, artwork, photographs, digital images or other material produced by us as part of the work, are and shall remain our property.

10 Force Majeure

10.1 We shall not be deemed to be in breach of Contract, or otherwise liable to you in any manner whatsoever, for any failure or delay in performing its obligations under a Contract due to Force Majeure.

10.2 If our performance of our obligations under a Contract is affected by Force Majeure, then:

10.2.1 we shall give written notice to the Customer, specifying the nature and extent of the Force Majeure, as soon as reasonably practicable on becoming aware of the Force Majeure and will use its reasonable endeavours to mitigate the severity of the Force Majeure; and

10.2.2 subject to the provisions of clause 10.3, the date for performance of such obligation shall be deemed suspended but only for a period equal to the delay caused by such event.

10.3 If the Force Majeure in question prevails for a continuous period in excess of three months after the date on which the Force Majeure begins, we shall be entitled to give you notice in writing to terminate the relevant Contract. This notice to terminate must specify the termination date, which must not be less than 15 days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, the relevant Contract will terminate on the termination date set out in the notice.

10.4 In the event that our obligations under a Contract are not completed in whole or in part for any reason resulting from Force Majeure, we shall have no liability to you. You shall be liable to pay for all expenses incurred by us in connection with the Contract and for such part of our obligations under the Contract as have been performed (if any). Our assessment as to the amount payable shall be final in the absence of manifest error.

11 Manufacturer's warranty

We do not manufacture the Products, equipment or components and can not ourselves warrant or guarantee their performance. If a Products comes with a manufacturer warranty then these will be passed on to you where possible. These warranties cover manufacturing faults, satisfactory quality of the equipment within the meaning of the Supply of Products and Services Act 1982 and fitness for the purpose for which the equipment is designed. If you need to make a claim under the warranty we will administer this process on your behalf and ensure that your claim is dealt with appropriately by the equipment provider. You must notify us when you become aware of any faults, otherwise you could invalidate your warranty.

12 General

12.1 In the event that any clause or part thereof shall be held unlawful, unenforceable or invalid, such clause or part thereof shall be severed from the remaining clauses or parts thereof which shall be valid and enforceable to the fullest extent permitted by law.

12.2 No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any rights or of any breach of contractual terms will be deemed to be a waiver of any other rights or of any later breach.

12.3 You shall not be entitled to assign any Contract or any part of it to any person, firm or supplier without our prior consent.

12.4 The parties do not intend that any term of any Contract should be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person other than you and us.

12.5 These Conditions, together with any express terms agreed in writing in respect of any Contract, constitute the entire Contract between the parties for the provision of Products and/or Services. Each party acknowledges that in entering into a Contract it places no reliance on any representation, warranty or other statement relating to the subject matter of that Contract save for those contained in these Terms and in any express terms agreed in writing.

12.6 Our correspondence address is 23 Pendre Enterprise Park, Tywyn, Gwynedd, LL36 9LW, UK. If you have any comments or complaints about the Products or Services provided, letters or other communications should be given in writing to the address set out above or by email to info@brightlightsolar.com.

12.7 The construction, validity and performance of the Contract shall be governed by the laws of England and Wales and each party submits to the exclusive jurisdiction of the English and Welsh courts.