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Scope of Agreement. All shipments, services, sales and quotations between CharitySolar, Inc. (“CharitySolar”) and the purchaser (“Buyer”) are subject to the general terms and conditions of business contained herein (“General Terms and Conditions”), and receipt by Buyer of the General Terms and Conditions without immediate written objection thereto and/or acceptance by Buyer of an order of Products (as hereinafter defined) which is confirmed or accompanied by the General Terms and Conditions, shall constitute an acceptance by Buyer of the General Terms and Conditions and any additional terms and conditions of CharitySolar set forth on any attachment(s) hereto. Any additional or different terms and conditions contained in any response hereto by Buyer or in Buyer’s initial offer shall be deemed rejected by CharitySolar without the need for further notice of rejection and shall be of no effect and shall not be in any circumstances binding upon CharitySolar, except as set forth in Section 18 herein. The General Terms and Conditions shall govern any such order and all future business transactions between CharitySolar and Buyer relating to the purchase and sale of goods manufactured by or for CharitySolar and any other related parts and/or accessories (hereinafter collectively referred to as “Products” or individually as a “Product”), even in cases where the General Terms and Conditions are not expressly re-agreed upon.

Acceptance of Order.
Each order of Products shall not become effective and shall not be binding on CharitySolar until the earlier of (i) shipment by CharitySolar of Products conforming to such order or (ii) transmittal by CharitySolar of a written acceptance of such order to Buyer.


Cancellation; Indemnification.
An order placed with and accepted by CharitySolar can be canceled by Buyer only with the prior written consent of CharitySolar and only upon terms that will indemnify CharitySolar for all losses incurred by CharitySolar associated with Buyer’s cancellation, including but not limited to, the costs already incurred by CharitySolar in performance of CharitySolar’s contractual duties and any profits which CharitySolar would have received had the purchase been completed. If Buyer makes an assignment for the benefit of creditors, if a petition or other proceeding, voluntary or involuntary, is filed by or against Buyer under applicable bankruptcy, reorganization or other insolvency laws, if Buyer generally becomes unable to pay its debts as they become due, or if Buyer fails to remit payment to CharitySolar for Products in accordance with the terms hereof, CharitySolar may, at its option, cancel all deliveries of undelivered Products or any confirmed orders effective immediately by giving Buyer written notice of such cancellation.

Product Descriptions. All references in sales brochures, technical data sheets and offers as to size, weight, technical specifications, price and other details of the Products are approximate and shall not be binding on CharitySolar unless expressly incorporated in an accepted order. CharitySolar reserves the right, from time to time, to modify, in whole or in part, any one or more of the Products or specifications thereof, to substitute new products in lieu of any one or more of the Products, and to add new products to the Products, whereupon in each case the term of Products as used in this Agreement shall be deemed automatically to reflect such events.

Taxes. Prices quoted by CharitySolar for the Products do not include applicable sales, use, excise and similar taxes. In addition to the amount quoted by CharitySolar for the Products, Buyer shall pay all such taxes which under applicable statutes are required to be paid as a result of the sale to Buyer regardless of the party upon whom the obligation to pay is placed. Taxes may be included on CharitySolar’s invoice with Products or may be separately invoiced at the discretion of CharitySolar; any such invoice shall specify each category of taxes which Buyer is required to pay.

Shipment; Installments. Buyer will give CharitySolar reasonable notice regarding Buyer's requirements for time and delivery of the Products unless otherwise specified in a writing signed by CharitySolar.Buyer understands and agrees that CharitySolar will use CharitySolar’s reasonable efforts to ship the Products approximately on the estimated supply date set forth in an accepted order. CharitySolar ensures that the Products will be packaged and prepared for shipment to Buyer in a reasonable manner such as to prevent damage and shall comply with applicable regulations. CharitySolar shall not be responsible for any delays in shipment beyond CharitySolar's reasonable control but shall notify Buyer of any anticipated delays. It is expressly understood that CharitySolar may delay release of the Products to Buyer or Buyer’s agents until such time as payments due, as set forth herein, have been received by CharitySolar. CharitySolar reserves the right to make delivery in installments unless otherwise expressly stipulated to the contrary in a writing signed by CharitySolar.Delay in delivery of any one or more installments shall not relieve Buyer of Buyer’s obligation to accept remaining deliveries.

Payment. Payment terms shall be due upon ordering unless otherwise specified on the invoice. Invoicesshall be payable only in United States currency. CharitySolar may from time to time demand different terms of payment from those specified herein whenever it reasonably appears that Buyer's financial condition requires such change, and may demand assurance of Buyer's ability to pay whenever it reasonably appears that such ability is in doubt. CharitySolar may, upon making of such demand, stop production and suspend shipments hereunder. If, within the period stated in such demand, Buyer fails or refuses such different terms of payment, or fails or refuses to give adequate assurance of its ability to pay, CharitySolar may at CharitySolar’s option treat such failure or refusal as a repudiation of any portion of an accepted order that has not been fully performed. In all events, time shall be of the essence with regard to Buyer’s payment obligations to CharitySolar hereunder. In addition, Buyer agrees to pay all reasonable costs and expenses of collection of amounts past due hereunder (including any interest thereon), including, but not limited to, actual fees and expenses of CharitySolar’s attorneys, and other legal and court costs. The foregoing rights of CharitySolar shall be in addition to, and not in lieu of, any other rights or remedies CharitySolar may have at law or in equity. With respect to amounts properly invoiced or otherwise payable hereunder, Buyer shall have no right of offset by virtue of any claim against CharitySolar, unless and until such claim has been finally adjudicated in favor of Buyer by a court of competent jurisdiction and such adjudication is not subject to appeal, or CharitySolar has acknowledged the validity and amount of such claim in writing.

Carrier and Routing. Unless the parties agree otherwise, CharitySolar shall have the right to select the carrier(s) and routing of shipment.Products sold herein are sold EX WORKS (INCOTERMS in their applicable current version) CharitySolar’s place of business in Atascadero, California, USA. Buyer assumes all responsibility for payment of freight, and all costs associated therewith, which freight charges and other costs are not, unless specifically set forth in a writing signed by CharitySolar, reflected in the prices quoted by CharitySolar. CharitySolar may, at CharitySolar’s option, prepay freight and seek reimbursement from Buyer. Unless requested in writing by Buyer, CharitySolar will not insure the Products against loss during transit. If CharitySolar so insures any Products at Buyer’s request, the cost of such insurance shall be the sole responsibility of Buyer.

Title and Risk of Loss. Title to and risk of loss in the Product shall pass to Buyer upon delivery of the Product by CharitySolar (or CharitySolar's agent or representative) to the carrier at the shipping point.

Warranties. EXCEPT AS PROVIDED HEREINBELOW, CharitySolar MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE PRODUCT(S) AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. CharitySolar warrants, for the applicable time periods set forth below, (i) that the Products will be packaged and labeled in accordance with applicable laws; (ii) that upon payment of the purchase price by Buyer to CharitySolar for the Product, CharitySolar shall convey good and merchantable title to Buyer and that the Products will be delivered free from any lawful lien, claim or encumbrance of any nature, kind or character, except as contemplated by this Agreement; (iii) the Products, when shipped, will comply in all material respects to any specifications referenced in the applicable accepted order, as modified by any order acknowledgment or confirmation issued by CharitySolar, and (iv) that the Products will be free from defects in material or workmanship for the period specified for the applicable Product. The applicable warranty periods for the Products are to be determined by the individual manufacturers and must be dealt with in accordance with their instructions. CharitySolar does not accept any returns without prior notification and acceptance by a CharitySolar representative.

Acceptance. Buyer shall inspect all shipped goods immediately following arrival thereof at the destination, and shall give written notice to CharitySolar within ten (10) days of the receipt thereof (i) of any claim that the Products are nonconforming, provided that a reasonable inspection should have revealed such nonconformity, (ii) of any shipping damage to such Products, or (iii) of any claim of shortage of Products. If Buyer shall fail to give such notice within such time period, the Products shall be deemed to conform to the terms of an accepted order, Buyer shall be deemed to have accepted the Products, and Buyer may not make any subsequent warranty claim that should have been revealed upon a reasonable inspection at the time of deliver.

Returns.
CharitySolar does not accept any returns without prior notification and acceptance by a CharitySolar representative. There are no returns to CharitySolar of any electronic products. Any and all returns must be pre-approved and any warranty problems must be dealt with by the manufacture of the product and not with CharitySolar (see Warranties section).

Defaults. If either party should default in the fulfillment of any obligation or condition hereunder (other than defaults in the payment of money due from Buyer to CharitySolar hereunder, which defaults are subject to Section 7 herein), and such default is not cured within thirty (30) days after written notice specifying the nature of such default, then the non defaulting party shall have the right to terminate an accepted order by giving notice of termination to the other. Such right of termination shall be in addition to, but not in lieu of, any other remedies that may be available at law or in equity.

Confidentiality and Nondisclosure. Except as required by law, Buyer shall not disclose any of the terms or conditions of an accepted order to any third party (other than a permitted successor or assign) for any reason whatsoever. Such information shall be treated as confidential, and shall not be used, disclosed or reproduced by Buyer, except as required in the course of performance under this Agreement. The obligations of confidentiality contained herein shall extend for a period of three years beyond the expiration or termination of an accepted order; provided, however that Buyer’s obligations of confidentiality hereunder with respect to any such information which shall rise to the level of a trade secret (as defined under applicable law) shall remain in full force and effect for so long as such information remains a trade secret under applicable law. For purposes of this Agreement, the confidentiality obligations embodied herein do not extend to any information which, at the time of disclosure, (i) is already known or independently developed by Buyer as evidenced by its written records; (ii) is in the public domain through no wrongful act of Buyer; or (iii) is received by Buyer from a third party who was under no legal obligation not to disclose such information. The parties acknowledge that the rights of CharitySolar hereunder and in addition to those rights CharitySolar may have under common law or applicable statutes for the protection of trade secrets.

Force Majeure. Under no circumstances shall CharitySolar be liable for any delay or failure to perform hereunder when such failure or delay is, directly or indirectly, caused by, or in any manner arises from fire, floods, accidents, civil unrest, acts of God, war, terrorist acts, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, breakage of machinery or apparatus, transportation delays, or any other cause or causes beyond CharitySolar’s control whether or not similar in nature to any of the foregoing.

Waiver. No waiver by either party of any breach of any of the terms or conditions contained herein shall be construed as a waiver of any succeeding breach of the same or any other term or condition contained herein.

Severability. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

Entire Agreement. These General Terms and Conditions supersede all prior agreements between the parties with respect to the subject matter hereof and constitute the entire agreement and understanding between the parties covering the sale and purchase of the Products. Except for demands by CharitySolar under Section 7 above or other modifications as may be expressly accepted in writing by CharitySolar, no modification hereof shall be affected by telephone or orally or by the use of purchase orders, acknowledgments, acceptances or other forms at variance with or in addition to the terms and conditions contained herein. In the event of a conflict in terms between the preprinted terms on this form and the terms of any attachments hereto or specific terms added to an accepted order, the specific additional terms and/or the terms on the attachment shall control provided such terms were (i) added prior to acceptance by CharitySolar and (ii) specifically referenced and agreed to by CharitySolar in writing.

Governing Law. The rights and obligations of CharitySolar and Buyer shall be governed by the laws of the State of California without regard to principles of conflicts of laws, and CharitySolar and Buyer shall have all rights and remedies accorded to them by the Uniform Commercial Code, except as such rights are modified by the terms hereof.

Copyright © 2012 CharitySolar, Inc. All rights reserved.

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