General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE FOR PHOTOVOLTAIC SOLAR PRODUCTS AND INSTALLATIONS DETANDT-SIMON SA, rue d’Herchies 37 – B-7011 GHLIN (Belgium) RPM MONS, BCE/VAT 0435.712.815 Registration 08.28.01

ARTICLE 1 : ORDER

1.1. These general terms and conditions of sale form an integral part of the contract. They take precedence over the usual conditions of purchase or any other document issued by the customer. The failure to invoke, at any point, any provision of these general terms and conditions shall under no circumstances be deemed to constitute a waiver by us of our right to invoke them at a later stage.

1.2. Any plans or specifications submitted to us by the customer shall be used for information purposes only. They therefore may not be cited against us in the event of a difference of interpretation. In placing an order, the customer declares that it has full knowledge of the technical characteristics of the product and undertakes to use it exclusively in accordance with all instructions of the manufacturer.

1.3. All orders (and amendments thereto) must be confirmed in writing by us before being executed.

1.4. Deadlines (manufacture, delivery, installation) are given purely by way of indication. They shall not under any circumstances constitute a firm commitment on our part. Detandt-Simon makes every effort to respect the deadlines provided to its customers. The customer shall under no circumstances have the right to claim compensation in the event of any delay.

1.5. These general terms and conditions of sale apply to the sale and/or installation of photovoltaic panels by S.A. DETANDT‑SIMON (Ghlin, Belgium).

1.6 No exception to these general conditions can be made without the prior written agreement of an authorised representative of SA DETANDT-SIMON.

ARTICLE 2 : DELIVERY

2.1. Unless otherwise agreed by us in writing, the goods shall be located at our registered office and must be removed by the customer on the date specified.

2.2. Where delivery is our responsibility, access to the site must be simple and unloading must be facilitated. The buyer or the buyer’s representative (partner, employee, proxy, etc.) must be present.

2.3. Goods collected by the customer always travel at the customer’s risk from the moment they leave our warehouse or that of our supplier. Any damage found upon delivery shall be reported to us immediately, as well as to the carrier, and shall be noted down in a document, to be signed by the driver/carrier.

2.4 Deliveries of photovoltaic panels directly from suppliers which are not located in Belgium shall be undertaken (according to customer’s choice at time of order):

• Either on CIF terms (INCOTERMs 2000) as far as the port chosen by the customer at time of order.

• Or on DDP terms (Incoterms 2000)

ARTICLE 3 : INSTALLATION

3.1. The customer certifies that it has taken the advice of competent professionals with full knowledge of the products in order to ensure that the customer’s facilities and the design of its building comply with relevant legal, technical and safety standards so as to enable the safe installation of our products. The same applies to any element which will support our products or into which our products will be integrated. Under all circumstances, the customer certifies that it has obtained all required authorisations and that its facilities will conform to current standards, at its own expense and without liability on our part, no later than at the time of installation.

3.2. The customer alone is responsible for the conformity of its electrical installation, and shall arrange at its own expense any inspection which is mandatory or conducive to the proper use of the photovoltaic system, or for the purpose of obtaining certification from an approved body.

3.3. Where installation is carried out by us, we shall perform only the work expressly described on the order form. The customer undertakes to provide us with complete access to the site for the entire duration of the work.

ARTICLE 4 : PRICE- CANCELLATION OF ORDERS

4.1. Our prices (catalogues, price lists, etc.) are given by way of indication only. Unless stated otherwise on the quotation, the prices given in our quotations are valid for one month and may be modified to take account of increases in the cost of raw materials, or any other parameter that may influence the selling price (cost of labour, fuel, transportation, taxes, exchange rates, etc.). We accept no responsibility for any printing errors in our catalogues. In the absence of a written quotation from us, prices are those in force on the day of delivery.

4.2. All amendments to confirmed orders shall be subject to a price adjustment, either upward or downward.

4.3. In the absence of fault on our part, the cancellation by the customer of an order which has not yet been executed shall entail the payment to our firm of fixed compensation of 20% of the order value. If the order has already been dispatched, executed or delivered to the customer, the full price shall in any case be payable. These provisions are without prejudice to our right to claim a higher amount in compensation.

4.4. For orders of solar and photovoltaic panels and installations, the prices of materials are given in U.S. dollars (USD) or euros. Where the price on the order form is given in USD or a currency other than euros, the customer assumes the entirety of the exchange rate risk between order and delivery.

4.5All current or future taxes fixed by law, such as VAT, customs duty and various sale taxes, shall be payable by the customer.

ARICLE 5 : PAYMENT- RETENTION OF TITLE

5.1. Unless otherwise agreed between the parties, our invoices are payable in cash at the registered office of SA DETANDT‑SIMON in Ghlin as follows:

• 20% deposit at time of order. This payment is a condition which must be met in order for the contract to be considered valid.

• 80% BEFORE the goods leave our warehouse. If the goods are dispatched directly from the producer to the customer, this 80% is payable as soon as the documents attesting to the dispatch of the goods (bill of lading) have been sent to the customer.

In the event of late payment, DETANDT-SIMON reserves the right not to send or to interrupt the delivery of the goods, until all amounts due of any kind whatsoever have been paid. If these late deliveries and delays give rise to demurrage and storage costs, these shall be payable in full by the customer.

5.2.If the buyer's credit deteriorates, or in the event of failure to pay a single invoice which is due, we reserve the right, even after a contract has been partially executed, to require the buyer to provide any guarantees that we consider appropriate for the purpose of ensuring that commitments are properly met. Refusal to comply with this shall give us the right to cancel all or part of the contract, even if it is currently being executed, without any penalty being payable by us.

5.3. Goods shall remain our property until they have been paid for in full. The customer shall assign to us any claims it may have against third parties by reason of such goods (for example, but not confined to: insurance claim payments, claims against third parties in the event of resale, etc.).

5.4. In the case of non-payment of an invoice by its due date, a penalty of 10% of the amount due shall be payable, or EUR 250, whichever is the greater. Late-payment interest shall also be added to any amount due at a rate of 1% per month for every month or part of a month. Failure to pay an invoice which is due shall render all other debts immediately payable, even if these are not overdue and even if deadlines have been previously agreed upon.

5.5 The customer expressly authorises DETANDT-SIMON S.A. to offset any amount of any nature whatsoever owed by it to the customer for any reason whatsoever, against any amount owed to Detandt-Simon by the customer.

ARTICLE 6 : RETURNS – WARRANTY – LIABILITY

6.1 GOODS RETURNS

All goods or services supplied shall be deemed to conform to the order unless a complaint is made within five days of the goods or service being supplied.

No return of a standard order (unless under warranty) may be made except according to our conditions, and with our prior consent; returns shall be made to our head office and at the customer's expense, in addition to a penalty payable by the customer and equal to 20% of the order value.

Any other complaint or dispute must be put in writing (and sent by registered post) within eight days of receipt / delivery of goods or services. Such complaints do not in any way suspend the payment obligation.

6.2. Even if a warranty claim is made, and in all cases of damage caused to the customer, our responsibility shall be limited to direct and foreseeable damage, excluding any indirect damage (costs, loss of earnings, loss of amenity, additional cost incurred to obtain an equivalent product, etc.). The damages and interest claimed shall under no circumstances exceed the total amount net of VAT mentioned in the quotation and already paid by the customer. We may under no circumstances be held responsible for damage which is jointly caused by a defect in one of our products and a fault on the part of the victim or a person for whom the victim is responsible.

6.3. WARRANTIES

The basic warranty for defects and faults which become apparent during usage is as follows, both for photovoltaic panels and for inverters and other components (wiring, screws, etc.): When the customer is acting in a private capacity, without any professional and/or commercial purpose, the warranty period is two years from the date of the customer taking possession of the items sold, unless another period of warranty has been agreed upon or is provided for by law. To make any warranty claim, the customer shall report the defect by registered letter within two months of its discovery. Belgian legislation and in particular articles 1649bis to 1649 octies of the Civil Code shall apply solely to the basic warranty.

6.4. In addition to the warranties set out in 6.3, some of our products have an extended warranty subject to the following conditions:

6.4.1. For inverters, the full warranty period is that set by the manufacturer, under the conditions stipulated by it.

6.4.2. For photovoltaic panels, the full warranty is ten years from the date of the customer taking possession of the product. This warranty covers manufacturing defects and installation defects when installation has been performed by us, and under normal conditions of use.

6.4.3. We guarantee that the electrical output of each photovoltaic module shall never be lower than:

• For the first 10 years from the date of taking possession of the product: 90% of the specified minimum power

• Between 10 and 25 years after the date of taking possession of the product: 80% of the specified minimum power

For the purposes of this provision, the specified minimum power is 90% of nominal power at the time of purchase (calculation based on STC standards: 1,000 W/m², AM 1.5, temperature 25°C).

6.5. Without prejudice to the application of the provisions of Belgian law with respect to consumers under the basic warranty, all our warranties are also subject to the following conditions during the warranty period:

6.5.1. In the event of failure of one of our products, we may, at our discretion and at our own choice, repair or replace the defective product with a new or reconditioned product, or refund the customer by applying a depreciation coefficient (4% per year from date of purchase). The replacement product may have different characteristics (colour, size, shape, power, junction box). Nevertheless, every effort will be made by us to provide an identical replacement. Any product removed and replaced shall become our property.

6.5.2. The warranty covers removal and transport costs, but not reinstallation costs for defective and repaired/replaced products.

6.5.3. The warranty shall only apply if the problems were reported to us before the end of the warranty period.

6.5.4. The warranty period applies only to the original product. In the event of replacement of a defective product under warranty, the warranty shall not be extended beyond the initial period, even for the replacement product.

6.6. No warranty shall apply in the event of failure to take account of the product’s technical characteristics, of which the customer acknowledges that it has been fully informed, or if the product is not put into use in accordance with standard practice by the customer or by a third party. The customer also declares that it has taken the advice of competent professionals with full knowledge of the products and that the structure of its building and all of its facilities are in a suitable condition to enable the products sold and/or installed by us to be put into use. The customer guarantees in particular that its roof is suited to the installation of photovoltaic panels, that its roof is watertight, and that its electrical system meets the required standards.

6.7. Without prejudice to the application of the mandatory provisions of Belgian consumer law in the context of the basic warranty, our warranty shall in all cases be rendered invalid by:

• Improper use or installation of the system and units; interventions on, maintenance of, or manipulation of the installation by unauthorised persons and/or by persons outside our company

• Failure to meet electrical standards and any damage caused by changes to the electrical system

• Any damage or inconvenience of a purely aesthetic nature which does not affect energy production

• Storage, packaging, handling or transportation which is unsuited to the nature of the product and does not comply with the recommendations

• Damage due to external causes such as (but not confined to): hail, lightning, tree branches, debris, rock falls or other falls, pollution, soot, salt, acid rain, corrosive fumes, snow, high winds, any uncontrollable natural element, power cuts or power surges, fire, unusually aggressive environments (ammonia, chlorine, etc.)

• Modification or combined use with other systems such as (but not confined to): mirrors, concentration of light on the cells, direct contact with solar thermal systems

• Damage consisting of stains, scratches, cracks, air bubbles or other minor defects which do not affect the unit’s power

• Any damage due to noise, vibrations, rust, or changes in colour and appearance due to aging and normal wear and tear

• The alteration, removal or illegibility of the product’s serial number, for any reason whatsoever

6.8. SA DETANDT-SIMON accepts its obligations under this contract exclusively on a best effort basis.

6.9 Any failure by one party to execute its obligations properly shall entitle the other party, if the situation has not been rectified within 15 days of formal notice being given by registered letter, to terminate the contract by means of a registered letter, without prejudice to its right to claim damages and interest in compensation for its loss. In the event of the bankruptcy, liquidation or insolvency of one of the parties, the other party may consider the agreement to be automatically terminated without formality or compensation.

ARTICLE 7 : FORCE MAJEURE

Should any event occur that is regarded as an instance of force majeure, beyond the control of SA DETANDT-SIMON (for example, but not confined to: fire, climatic disturbances, labour disputes at suppliers, subcontractors or carriers, decisions by Belgian or foreign authorities, supply shortages on the market), which make it more expensive, difficult or impossible, even partially, for SA DETANDT‑SIMON to perform its obligations, it shall be relieved of its obligations without any compensation being payable to the customer. Before this happens, however, the parties shall attempt to negotiate an adaptation of the contract, acting in good faith.

ARTICLE 8 : DISPUTES

8.1. No commitment made on behalf of our company shall be binding unless it has been given by persons authorised under its articles of association and related delegations published in the Annexes to the Belgian Official Gazette, or by persons currently holding special written authorisation from us with respect to the commitments concerned.

8.2. These general conditions and any contract entered into by DETANDT-SIMON SA are governed by Belgian law. The French text shall be deemed authentic between the parties and shall prevail over any translation of the text into another language, in the event of any discrepancy or difference of interpretation.

8.3. The parties agree that any disagreement or dispute relating to this agreement or arising from its interpretation or application shall be submitted to mediation. To this end, the parties agree to participate in at least one mediation meeting, sending to it a representative with decision-making powers. The mediator (accredited by the Federal Mediation Commission) shall be chosen by the parties. In the absence of an amicable agreement, as well as in the case of any precautionary measure, all disputes relating to this contract shall, at the discretion of SA DETANDT SIMON, be heard in the courts either of the judicial district of Mons (Belgium), or of the residence (or registered office) of the customer.

The customer gives its formal agreement to these general terms and conditions

Effective date: 01/06/2011