The Proposal of The Green Panel, Inc (“Seller”) is subject to the following terms and conditions:

1. BINDING CONTRACT: This Proposal and these terms and conditions (“Agreement”) constitute a binding contract and acceptance of this Agreement is limited to these terms and conditions. Seller disclaims, objects and rejects any Buyer document, including a purchase order or confirming order that adds to, varies, conflicts with or attempts in any way to alter this Agreement. Any assent to any new or different terms proposed by Buyer is rejected unless Seller assents in writing through an authorized agent and that assent is specific and unequivocal. In the event of any dispute between this Agreement and any Buyer’s document, this Agreement shall control. Seller furnishes its work on the condition that any statement, clause, or condition in any Buyer’s document does not in any way change, enlarge, or modify Seller’s liability or obligation as set forth in this Agreement.
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2. PRICES AND TAXES: Prior to final pricing, Seller reserves the right to correct any typographical or clerical errors and to conduct a site visit/audit to verify satellite calculations. Materials offered are subject to change upon notice to Buyer and subject to Buyer's approval. Quality and efficiency offered will remain equivalent or better.
   
   Unless otherwise agreed by Seller in writing, the proposal price does not include applicable taxes and the amount of any local, state or federal tax levied on the goods shall be added to the amount payable by and remain the sole responsibility of Buyer. Buyer shall seek the appropriate consultation concerning any tax liabilities that may be associated with the receipt of any rebate as Buyer deems necessary. Due to lack of standardization of permitting costs (varies by municipality), any permitting or other such fee will appear on your final invoice.
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3. PAYMENTS.  All payments must be made according to the scheduled agreement and must be made in U.S. funds. Personal Check, money order, bank transfer or cash are acceptable methods of payment. Seller will require a 4% processing fee for any credit card transactions.  All goods remain the property of the Seller until final payment has been completed. Any portion of the price not paid in accordance with this Agreement shall bear interest beginning thirty (30) days after the due date at the lower of a) the highest rate allowed by governing law, or b) 1-1/2% per month until paid in full and final settlement has been reached. Final installation payment/remaining balance is due upon approval of final inspections performed.  Seller, its parents, subsidiaries, affiliates, officers, employees, contractors and agents are not responsible for any tax liabilities that a client may incur.  Seller keeping in compliance with permitting and codes in certain regions indicates the local coding may require a meshing cover to the backing of a ground mount solar array. Seller does not include this product in price of system. However, if required, the additional cost for this product and install will be included in the final invoice.
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4. DELIVERY: The timeline proposed in this offer cannot be guaranteed by Seller, nor can Seller be held accountable for any delays resulting from situations not under the control of Seller (rain, snow, application approval delays etc.). Any dates or schedules that are specified for delivery of services or goods are stated only approximately, calculated from the date of receipt of Buyer’s order, together with complete drawings, specifications, designs, or other information reasonably requested by Seller to proceed with its services. Seller shall not incur any liability, direct or indirect, nor shall any order be canceled because of any delay in meeting such dates or schedules.
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5. FORCE MAJEURE: Seller shall not be responsible or liable for any delays in service completion due to any cause or condition beyond its control, including, without limitation, fire, flood, earthquake, labor dispute, shortage of materials or supplies, riot or other civil disturbance, war, acts of God or Nature, accident, or any acts of any government.
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6. CANCELLATION OR CHANGES OF ORDERS: Buyer shall not withdraw, cancel or defer any order unless Buyer pays Seller a cancellation or deferral charge that reimburses Seller for all costs incurred plus 20% [???] OR of a reasonable amount acceptable to Seller. If Buyer requests changes in its order after its receipt by Seller, Buyer shall be responsible for all charges reasonably assessed by Seller as to such changes. Upon bankruptcy or insolvency of Buyer, the contract between Buyer and Seller shall be canceled, but such cancellation shall not relieve Buyer of its obligation to pay cancellation charges or any other obligation previously incurred. All cancelation requests must to be sent to Admin@thegreenpanel.com or our mailing address.
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7. GOVERNING LAW; JURISDICTION; VENUE: Each Agreement shall be governed by the internal laws of the State of Michigan without regard to any applicable conflict of laws provisions. The United Nations Convention on the International Sale of Goods is expressly excluded. Buyer consents to the exclusive jurisdiction of the federal court in the U.S. District Court for Michigan, Eastern Division or the appropriate state court in Livingston County, Michigan, for any legal or equitable action or proceeding arising out of, or in connection with, this Agreement. Buyer specifically waives any and all objections to venue and jurisdiction in such courts.  In the event any third parties are employed to collect any outstanding monies owed or if Seller the prevailing party in pursuing or defending a claim related to, or arising out of this Agreement, Buyer agrees to pay all costs, including actual attorney fees, associated with litigation, whether or not litigation has commenced.
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8. INTELLECTUAL PROPERTY: All electrical software programming, specifications, drawings, diagrams prepared by Seller or its sub-consultants in the performance of Seller's work are Seller's intellectual property for use solely with respect to this Agreement. Seller shall be deemed the author and owner of its intellectual property and shall retain all common law and statutory rights, including copyrights. The client will have permission and access to the IP address to allow for monitoring of system.
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9. CONFIDENTIAL INFORMATION. Trade secrets, specifications, drawings, notes, instructions, engineering data and analysis, financial data, and other technical and business data (collectively "Confidential Information") which are supplied or disclosed by Seller in connection with the agreement will be deemed confidential and proprietary and remain the sole property of Seller. The Buyer may not disclose this Confidential Information or use it for any purpose other than is contemplated under the Agreement without written consent from the Seller. Upon request by Seller, the Buyer will promptly return or destroy the original and all copies of the Confidential Information received.
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10. INSTALLATION: Buyer is legally responsible for the application process, from initiation through completion unless agreed in writing by an authorized representative of Seller. Buyer may designate a primary contact; however, Buyer is responsible for ensuring that the guidelines, terms and conditions, requirements, and program processes are adhered to. Buyer shall ensure that all appropriate permits (e.g. local, state) have been obtained including ensuring that Deed Restrictions or Home Owner Association Restrictions do not prohibit the installation of Seller’s system.
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    A) Installations must be completed in accordance with all laws, codes and other requirements applicable under federal, state and local authority (e.g. permits, inspections). Seller will require the necessary client information to proceed with mandatory government and State applications.
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    B) Seller and its staff will require access to your property to proceed with initial project assessment, construction, inspection and required maintenance. Buyer will be contacted prior to Seller visits, and will need to arrange property access allowing Seller to fulfill its portion of the Agreement. Seller will require all necessary forms to be completed and full client cooperation to complete its part of the Agreement. Seller will follow the CDC and OSHA guidelines for all personnel while on Buyer’s site including entry into building.
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11. PRODUCTS OR SERVICES FURNISHED TO BUYER’S SPECIFICATIONS: Seller makes NO WARRANTY WHATSOEVER, as to services or goods delivered and/or designed to Buyer’s specifications and Buyer shall, at its own expense, defend, indemnify, and hold Seller harmless from and against any claim, suit, or other expense that is asserted against Seller by reason of such design, installation, or sale of said services or goods. Seller does not endorse, guarantee or warrant any particular brand, manufacturer or third party services.  No amount of energy savings, energy production or income generation are guaranteed as a result of the purchase and installation of eligible equipment.
    
    NOTWITHSTANDING ANY OTHER PROVISION HEREIN, SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALSO DISCLAIMS AND EXCLUDES ALL LIABILITY FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES FOR BREACH OF WARRANTY OR OF CONTRACT OR OTHERWISE. THE WARRANTY PROVIDED IN THIS PARAGRAPH IS THE SOLE AND EXCLUSIVE REMEDY OF BUYER AGAINST SELLER.  NO WARRANTIES OR REPRESENTATIONS MADE AT ANY TIME BY ANY REPRESENTATIVE OF SELLER SHALL BE EFFECTIVE TO VARY OR EXTEND THE EXPRESS WARRANTY OR OTHER TERMS.
    
    Seller’s obligation as to its warranty is limited to repair or replacement by Seller, at Seller’s sole discretion. Any claim for breach of Seller’s warranty must  be made in writing to the Seller setting forth sufficient detail to permit identification of the claim. Any claim for breach of warranty must be made within twelve (12) months after accrual of the claim. If not made within the twelve (12) month period, it shall be conclusively deemed to have been waived.
    
    *Federal, State, Local, Utility program guidelines and rebate levels are subject to change without notice. Seller is not held accountable for loss of rebate, income, savings or delays resulting from such situation.
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12. INDEMNITY:  Buyer agrees to indemnify and hold Seller, its agents, officers, directors, employees, and subcontractors harmless from and against any and all claims or causes of action brought against Seller and from any and all damages, losses, expenses, attorney’s fees, costs and liabilities sustained by Seller arising out of any claimed defect in the goods and services supplied by Seller, and any claimed improper manufacturer, design, design drawings, specifications, materials or repairs provided Buyer’s performance or non-performance of its obligations to Seller, and/or breach of Buyer of any representation or warranty made to Seller. Buyer’s obligation under this paragraph shall include the obligation to indemnify and hold Seller harmless for buyer’s negligence, whether active, passive or concurrent, in the performance of its duties and obligations. Manufacturer is responsible for all solar components’ warranties and dictates the process in which the Buyer will receive the warranted product. Please refer to product specification sheet and online warranty information for details. Seller will work in conjunction with manufacturer and Buyer but is not responsible for the manufacturers’ warranty process. Seller is responsible only for  labor warranties unless stipulated in writing signed by an authorized agent.
    
    * If Seller is to return to address a monitoring or connection issue with the inverter at a site, a $249.00 return trip service fee will be charged. We are not responsible for a poor internet connection, blocking firewall or internet service issues.
    
    WARRANTY. Seller provides a 3 year warranty on service and installation. Seller makes NO WARRANTY WHATSOEVER concerning services or goods provided by others but will extend any warranties provided to Seller by manufacturers for such goods to Buyer as are permissible under such warranties. There is no warranty for any repairs or replacement caused by: (i) physical abuse or vandalism of the goods or any component; (ii) alterations, modifications, additions, or repairs made during the warranty period by anyone other than Seller, its agents, or subcontractors, unless consented to by Seller in writing signed by an authorized agent; (iii) accidents or damage resulting from fire, wind, water, hail, lightning, earthquake, theft or similar causes originating outside the goods; and (iv) Buyer’s remedy is limited, in the sole discretion of Seller, to the repair or replacement of any work determined to be defective and covered by this warranty.
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13. LIMITATION ON LIABILITY: UNDER NO CIRCUMSTANCE SHALL SELLER’S LIABILITY TO BUYER EXCEED THE VALUE OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES, WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL SELLER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING LOSS OF USE, LOST PROFITS, INCREASED OPERATING OR MAINTENANCE EXPENSE), RELATED TO THE PROVISION OF SERVICES OR GOODS. Seller WILL PROVIDE ACTIVE INSURANCE DOCUMENT NAMING THE CLIENT AS ADDITIONALLY INSURED UPON WRITTEN REQUEST FROM CLIENT.
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14. SAFETY: For any work performed on Buyer's premises, Buyer shall furnish a work place free from recognized hazards that may cause serious physical harm and Buyer agrees to take all reasonable precautions for the safety of Seller's employees, agents or subcontractors working thereon. Buyer shall comply with all applicable safety laws, regulations and orders of any public authority. Buyer shall hold harmless, defend and indemnify Seller for any claim, damage, loss, fine, or cost, including actual attorney fees, arising from Buyer's failure to comply with any safety requirement. Where Buyer directs the work of Seller's employees, Buyer assumes all liability for such supervision and direction and agrees to hold harmless, defend and indemnify Seller for any claim, damage, loss, fine or cost, including actual attorney fees, arising from Buyer's supervision or direction.
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15. NOTICES.  All notices shall be provided to the addresses set forth in this Agreement and if none is provided, to the party’s resident agent in the state of incorporation or organization. Wherever possible, all terms shall be interpreted consistently. If a conflict arises as to price, payment terms or delivery, the typed terms on the front page shall control over the printed provisions on this side. For any other conflict, these terms and conditions shall control. No usage in trade shall create a conflict with the terms of this Agreement. If any provision is determined to be unenforceable, the remainder of this Agreement shall remain in full force and effect.
    
    Seller will not sell, share, or rent your personal information to any third party, or use your e-mail address for unsolicited mail. All e-mail messages sent by Seller will pertain solely to the provision of agreed services and products. Any information on pricing and procedures will remain confidential between Buyer and Seller and are not to be shared with other companies.
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16. UTILITY COMPANY RELATIONS.  Seller is not responsible for response time from utility companies in regards to approving interconnect utility and replacing existing utility meter with bi-directional meter. Generation of power from solar before installation of new meter may result in additional charges from utility company.
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17. ELECTRONIC SIGNATURE. By signing electronically, and upon doing so, Buyer agrees to all program requirements including all terms and conditions of Seller in this Agreement and both parties are executing this offer in good faith.
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18. BURIED LINES.  It is Buyer's responsibility to inform Seller of any private buried lines that would be impacted by a ground mount system installation (e.g. sprinklers, lines for pools). Buyer will be responsible for damages to undisclosed private lines. MISS DIG only flags public buried lines.
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19. WINTER INSTALL.  Seller will provide install during the winter months. Buyer retains the right to postpone install until spring, summer or fall. When winter installs are conducted Seller will utilize a non-staining Calcium-Chloride roof melt to allow safe installation. This product is procured from a leading roof supplier and used as a standard product for above purpose in roof service work. The customer retains the ability to cancel using this product on roof top installs.
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20. ROOF CONDITION.  Buyer recognizes that he/she is not aware of any active leaks or defects on the roof or property where the solar array system is being installed. Further if Seller discovers that the roof has active leaks or otherwise is in poor condition such that the solar system should not be installed, Seller reserves the right to stop work and/or cancel the installation of the system at its sole discretion. Further, if customer were to ask Seller to proceed with the installation of the solar system after being advised of the condition of the roof, that customer will hold Seller harmless, absolve, indemnify and hold harmless Seller for any and all claims related to roof damages or leaks related to the pre-existing condition of the roof or structural supports. Seller is not responsible for damages related to pre-existing defects with Buyer's roof.
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21. LAND RESTORATION.  Certain occasions require digging/trenching of the solar array site. Seller will make reasonable efforts to restore the condition of the land by covering over the digging or trenching. If necessary Seller will apply grass seed and straw to affected area to restore to former condition of the land. Seller will not restore the land using sod. Seller also will use reasonable efforts to avoid roots for tress and shrubs however the Buyer agrees to hold harmless Seller for any and all disturbance of root system for foilage that may result in the demise of tree or shrubs.
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22. TESLA POWERWALL.  Buyer understands and acknowledges that when purchasing a Tesla Powerwall, solar array and or any electronic commissioning device to obtain the proper set-up of the system internet access and internet at the equipment location will need to be provided and is the sole responsibility of the Buyer to obtain and provide.
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23. BATTERY SYSTEM PAYMENT.  Buyer understands and acknowledges when purchasing a battery system for use in "on grid/ off grid/hybrid" systems that full payment of the battery system will be required at the time of install of the units. The payment cannot be withheld for any reason pertaining to the completion of the solar array and or any other electrical devices.
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24. PHOTOGRAPHING.  Seller reserves the right to take photos of the exterior of your home. These may be used for in house promotional purposes. We maintain strict privacy standards and take your anonymity seriously. No addresses, names, or other identifying details would accompany these photos of the equipment. If you wish to opt-out of any non-inspection required photos please initial here ___
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25. SMOKE DETECTOR INSTALLATION.  The local jurisdiction having authority may require a smoke detector to be placed overhead of the energy storage device. They may also require fireproof drywall to be mounted behind and/or overhead of the energy storage device. These additional items are not usually required but may be enforced by your local code authority and/or inspector. If required, Seller will require additional funds to install a smoke detector and/or code-compliant drywall where required. The costs of this will be assessed on a case by case basis but Seller must adhere to any local jurisdictions making the request to pass final inspections.
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26. Tesla recommends 5.2kw of solar per Powerwall. Note if your solar array is smaller than this recommended size the refill time on the battery will be slower.
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27. SETOFF: Buyer may not setoff or deduct from sums owed to Seller those sums owed or allegedly owed by Seller to Buyer unless Seller consents in writing through an authorized agent. Buyer may not setoff or deduct amounts owed or allegedly owed to Buyer by Seller’s affiliates or others who are not parties to the Agreement unless Seller consents in writing.
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28. WAIVER: The failure of Seller to enforce any right or remedy provided in the Agreement or by law on a particular occasion will not be deemed to be a waiver of the right or remedy on a subsequent occasion or a waiver of any other right or remedy.
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29. SEVERABILITY: A finding that any provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of any other provision of the Agreement.
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30. COMPLETE AGREEMENT: The terms and conditions contained herein will constitute the entire Agreement between the Buyer and Seller. This Agreement supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No alteration or addition to this Agreement will bind the Seller unless an authorized individual for the Seller expressly assents in writing to such alteration or addition.
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31. LIEN RIGHTS
    To maintain our lien rights within the State Laws of Michigan. The information contained in this Agreement, for your consideration, gives a detailed account of the equipment and services Seller will provide. The purpose of the notice is only used in the event that we are not paid, we can file a lien.
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The Green Panel, Inc.
Administrative Accounts Receivables Manager: Gen Osborne Phone: 866-633-8553
admin@thegreenpanel.com

Property Description:
As listed on title page

Please take notice TGP will be furnishing the above listed materials/equipment/services with the improvements to real property at identified address on title page and described upon execution of this notice of commencement.