Terms and Conditions 

  1. Ordering Instructions
  2. Definitions
  3. Installation Service

3.1 Condition

3.2 Exclusions

3.3 Assumptions

2.3 Additional Hourly rates

  1. Product

4.1 Definitions

4.2 General

4.3 Estimate and Purchase Order

4.4 Payments

4.5 Errors and Omissions

4.6 Liens

4.7 Shipping

4.8 Material Goods

4.9 Engineering Plans

4.10 Returned Products

  1. General Terms
    Inflation Reduction Act and Investment Tax Credits; CA AB 2143 General Disclaimer

5.1 Delays

5.2 Limitation of Liability

5.3 Disclaimer of Consequential and Incidental Damages

5.4 Agents, etc.

5.6 Term/Termination

5.7 No Waiver

5.8 Severability

5.9 Assignment

5.10 Enforcement Costs

5.11 Governing Law

5.12 Notices

5.13 Sunstall License Information

5.14 Entire Contract

  1. Warranties

6.1 Limited Warranty

6.2 Warranty Duration

6.3 Warranty Exclusions

6.4 Owner Responsibilities

6.5 Voiding the Warranty

6.6 Warranty Administration

6.7 Warranty Limitations

6.8 Assignation and Law

1. Ordering Instructions

To place an order pursuant to this Price Estimate, please fully comply with the following instructions:

  1. Fully review this Price estimate, and assure that it is accurate;
  2. Once you confirm that this scope of work estimate is accurate, fully complete and sign this page;
  3. Create a purchase order that references estimate number on this proposal;
  4. Email your signed purchase order to your account manager as Sunstall;
  5. Wire the required deposit to Sunstall (please contact Sunstall for wiring instructions); and 

Price estimate Approval and Acceptance

By signing this Price estimate and/or submitting a purchase order in response to this Price Estimate, you accept this Price Estimate, you agree that the project specifications meet your design requirements, you are authorized to sign this Price Estimate on behalf of your company, and you have read, understand, and accept the Terms and Conditions that are attached to and incorporated in this Price Estimate.

 

_____________________________________

Customer Signature

 

_____________________________________ ___________________

Printed Name Date

2. Definitions

Customer: the person and/or entity that has purchased goods and/or services pursuant to that certain Price Estimate delivered simultaneous with these terms and conditions and in accordance with the Contract documents.

Engineering Plans: the final version of the signed and sealed engineering/construction plans for the Project that Sunstall delivered to Customer.

Price Estimate: that certain document entitled “Estimate” attached hereto that identifies the Scope of Work and the cost of the Scope of Work (that may change pursuant to these terms and conditions). Sunstall generates the Price Estimate based on Customer’s Project specifications that Customer delivers to Sunstall. Customer and Sunstall are bound by the Price Estimates pursuant to these terms and conditions.

Project: The project expressly described in the Price Estimate and Contract Documents.

Purchase Order: The document that Customer generates that authorizes a transaction to purchase the Scope of Work from the Sunstall pursuant to the Price Estimate. The Purchase Order sets forth the descriptions, quantities, prices, discounts, payment terms, performance or shipment dates pursuant to the Price Estimate and subject to these terms and conditions. Customer and Sunstall are bound to each Purchase Order pursuant to these terms and conditions.

Purchase Price: The Purchase Price is detailed in the Price Estimate. The Purchase Price may be subject to sales tax based on the laws of the state in which the Project is located.

Scope of Work: Sunstall’s materials, goods, and/or services that Sunstall will provide and/or perform as expressly described in the Price Proposal.

Sunstall: Sunstall Inc., a State of California corporation.

3. Installation Service

Unless stated otherwise in the Price Estimates, the parties hereto confirm, in writing, the following terms & conditions apply:

3.1 Condition

  • The pricing stated above is valid for 10 days from submission of this Price Estimate to Customer. 
  • All prices listed are net prices in US dollars (sales tax will be billed additionally if applicable in the state in which the work is performed unless we receive a letter that exempts customer). If use tax is required or applicable, Customer is required to pay the Purchase Price’s sales/use tax to the appropriate taxing authority. 
  • If Customer requests additional packaging or additional shipping services, those costs will be billed separately.
  • All taxes, custom duties, fees as well as import or export duties or tariffs incurred in conjunction with the shipment of any materials are borne by the Customer, unless specifically consented to, in writing, by Sunstall, in advance, and said terms and price are noted in the price estimate and signed by Customer. Shipping charges may include, but are not limited to transport cost to destination, insurance and lift gate fees.
  • Offers, price lists, technical information, cost estimates and other information from Sunstall are not binding until the final construction/delivery contract is signed by the parties. As it relates to pricing, no price is final until a signed construction contract is submitted by Customer and receipt confirmed by Sunstall; Customer shall not, without prior express written consent from Sunstall, disclose, reproduce, copy, or provide any cost estimates, diagrams, illustration, or any other information provided to Customer by Sunstall to any third parties. Nor shall Customer use information provided by Sunstall in a manner that is not authorized by Sunstall. If a Project Quote or estimate is not concluded, either by execution of a construction contract or by the passage of time, by Customer with Sunstall, Customer shall promptly return such information to Sunstall. Sunstall reserves all rights to copyrights and its trade secret protected information in addition to all its further proprietary rights, cost estimates, diagrams, illustrations, etc.;
  • Work is being quoted without Prevailing Wage Rates and Apprenticeship requirements under the Act – unless stated otherwise.
  • Sunstall shall have the right to select subcontractors of its choosing, to work on the Project; provided, however, that all such subcontractors will be required to be licensed in the State where the Project is located;
  • The labor portion of the Price Estimate is based on Sunstall’s compliant standard wage rates (it is not based on prevailing wage rates or wage rates that exceed the standard federally mandated wage rates). If the Project requires prevailing wage rates and/or wage rates are required to be increased after Sunstall submits the Price Proposal to the Customer, then Sunstall  will issue to Customer a revised Price Estimate reflecting the labor wage changes. If Sunstall  discovers that prevailing wage rates and/or wage rates are required to be increased after the Purchase Order is accepted by Sunstall , then Sunstall will issue a change order to the Customer for the difference in required wages.
  • Price Estimate assumes that materials and components, including but not limited to modules, are staged no farther than 150 feet of the solar field entrance.
  • All locations for pile driving have to be marked in the field and the cost associated with said work is not included in this Project Quote, unless specifically stated otherwise. If “Pile locating & marking” is included in this Project Quote, they shall assume surveyor stakes have to be set at both ends of each row and control points have to be set every 40 yards. Control points specified by Sunstall;
  • All service locations and test holes are the Customer’s responsibility;
  • All materials to be site-delivered by the Customer on flatbed trucks, including additional back fill for holes where required.
  • Additional charges may apply if work is performed during winter months (December to March).
  • Payment Schedule: 20% deposit due the date the construction contract is signed between the parties; thereafter by weekly progress payments according to schedule of values attached to the construction contract; net 10 days from receipt.
  • Late Fees: In the event of a late payment from Customer, Sunstall may charge interest on the outstanding balance at a rate of 12% APR or the maximum legal rate, whichever is greater in the State in which the Project is located. Sunstall may also request Customer to return the delivered product(s) and may refuse further delivery or services/labor until payment is made in full. Sunstall may exercise all lien rights in the State where the Project is located without further notice of right. Sunstall reserves the right to claim additional damages in accordance with the construction contract; 
  • Customer further acknowledges that if Customer fails to timely make payments, Sunstall reserves the right to report Customer to Dunn & Bradstreet, file a lien on the subject property, and/or turn the account over to collections. Should the account enter the collection process to recover delinquencies or if a lien is filed, Customer will pay all Sunstall’s fees including, but not limited to, all collection fees, court fees, attorney fees, and all other costs.
  • No allowance has been made for the retention of funds by the Customer in this proposal. If retainage is permitted by state law where the Project is located, then construction contract shall reflect retainage. Customer hereby acknowledges that the addition of retainage rights shall change the pricing under this Project Quote;
  • Spares have to be included in the material shipment (we assume 3% for hardware). Sunstall will not reimburse damages to modules when they are < 1 % of total modules installed (margin of error for breakage);
  • Site has to be accessible for trucks. Safe parking has to be provided for Sunstall employees. Site has to be safe to work on according to OSHA regulations. Site has to be maintained by Customer e.g., snow removal, supply of log mats etc.
  • The proposal is based on a regular 5-day 40-hour work week without conducting work at night or during the weekends unless it is specifically stated. Any changes or additions shall be submitted via change order under the construction contract.
  • Access to the site: uninterrupted, 12 hours a day for at least 6 days a week – Any restriction limiting this access will result in additional charges.  A path, minimum of 13’ wide shall be provided around the perimeter of the array.
  • Driving individual piles more than 4-minute without pile being driven to the required depth shall count as refusal or if a pile does not move one inch per minute; Pricing is based on normal subsurface conditions not to exceed 2,500 PSF (Blow count, N, of 45 to 55 blows/ft). Piles will be driven to refusal. To mitigate refusals, Owner or Contractor needs to provide stamped drawings showing areas of concern. Reinstallation of piles will be charged on a T&M base. If rock coring is required, additional cost will apply.
  • Site preparation, including grading, soil stabilization, removal of landscaping and final grading is excluded. Disposal of soil/spoil created from foundation installation is assumed to be on-site, and any off-site disposal is by others. For ballasted projects, procuring and placing of gravel is excluded unless noted otherwise.
  • WARRANTY: Sunstall  warrants  and  guarantees  the  work quoted herein  shall  be  performed  in  a  good  and workmanlike manner, free from defects and in strict conformance with the Contract and that all materials procured by Sunstall per the scope of work shall be new unless otherwise specified in the construction contract and agrees to make good, at its expenses, any defect in workmanship for a period of one (1) year commencing on the date the Project is accepted by the Customer (“substantial completion”), unless a longer period is stated in the Construction contract. 
  • Customer notes that schedule and performance may be restricted by Federal, state(s) and local government-imposed restrictions or Sunstall Inc. required safety policies in response to the COVID-19 (corona virus) pandemic.
  • Any discrepancies between actual existing conditions and those reported by Customer may require Sunstall to issues to Customer a change order.
  • PANEL/MODULE STAGING: If the Price Estimate expressly states that Sunstall will install the panels/modules for the Project, then Customer will be responsible for the delivery of the panels/modules to the Project site, unloading the panels at the Project site and staging the right quantity of panels at the end of each row of racks. Sunstall is merely installing the panels/modules, and Sunstall does not warrant or represent as to the condition of the panels/modules. Customer is responsible to protect the panels/modules from damage at all times. Sunstall does not bear any liability and is not responsible for any additional costs as a result of defective and/or damaged panels/modules that are defective or damaged by anything outside of Sunstall’s control including, but not limited to: shipping; unloading; staging; storage; weather; acts or omissions by Customer, the property owner, any party other than Sunstall and each of their respective employees, agents and representatives. If the law governing the Project site requires an electrical contract for the installation of panels/modules, then the parties agree to delete that line item from the Price Proposal and leave all other items unchanged.
  • SCOPE OF WORK SCHEDULE: Prior to Sunstall’s commencement of Sunstall’s Scope of Work, Sunstall will provide if necessary Sunstall’s project plan to Customer that details Sunstall’s installation schedule, including the sequencing of Sunstall’s Scope of Work (the order in which Sunstall will be installing the foundation and racking components). Customer agrees to permit Sunstall to perform Sunstall’s Scope of Work pursuant to the sequencing described in Sunstall’s project plan. If Customer or other third parties hinder Sunstall’s Scope of Work sequencing schedule described in Sunstall’s project plan, then Sunstall will issue a change order to the Customer for the associated costs and delays.
  • FIELD REPORTS: Sunstall will provide field reports during construction phases to the Customer’s superintendent with updates to construction progress and other pertinent information. Customer must notify Sunstall in writing if not agreeable to information in the field report within twenty-four (24) hours of Sunstall’s delivery of the field report to Customers superintendent. If Sunstall does not receive a response from Customer within the twenty-four (24) hour period, it will be construed as Customer’s acknowledgement and acceptance of the information in the field report. Any exception to the field report received by Sunstall after the twenty-four (24) hour period will be considered invalid.
  • WORKING HOURS: Unless Customer indicates to Sunstall in writing otherwise, Sunstall may perform its Scope of Work at all hours of the day permitted by law on the Project site.
  • WORK STOPPAGE: Sunstall is not responsible for any costs in the event Sunstall is not able to perform as a result of Customer, Customer’s agent, subcontractors, customers and/or clients, or any party other than Sunstall. In the event Sunstall cannot commence work or must cease work as a result of the delays described in this section, Sunstall reserves the right to charge Customer a standby fee for all of Sunstall’s standby costs. In the event Sunstall has to demobilize, as a result of Customer, Customer’s agent, subcontractors, customers and/or clients, Sunstall reserves the right to charge the Customer a demobilization fee and remobilization fee per instance. Demobilization fees and remobilization fees will be determined by Sunstall to cover time and materials.
  • DRILLING: If pilot-hole drilling and/or rock-drilling is not included in the Price Proposal and should Sunstall deem pilot-hole drilling and/or rock-drilling necessary, it will be considered a change to the Scope of Work and Sunstall will issue to Customer a change order. The drilling change order will include a mobilization charge and a charge for each hole drilled. The drilling change order will be executed by both Sunstall and Customer prior to Sunstall’s commencement of the drilling. The drilling charge is not subject to retainage.
  • ALTERNATE FOUNDATION: In the event the designed  foundations do not function properly due to unforeseen sub-grade soil conditions or other reason, Sunstall will provide Customer with alternative foundation option(s), if available, and issue a change order for any associated additional costs. Once Sunstall has provided notice, Sunstall shall not continue to install foundations per the original design specifications until Customer has reviewed Sunstall’s alternatives and provided written response of which alternative is selected at which time Sunstall shall prepare a change order to reflect, if any, the changes in scope of work, schedule, and price.

3.2 Exclusions

  • Materials to build the solar system like modules, inverters, racking system and foundations (including spare parts). 
  • As-built drawings are not included.
  • Performance Bonds or special insurance coverage other than the stated insurance for the Project are not included.
  • Erosion control is not included.
  • Field fabrication, materials modification, welding or other materials revision work.
  • No electrical connections included.
  • Module mapping is not included.
  • Dust control is not included – can be included at additional cost agreed upon by both parties.
  • Dumpsters are not included – can be included at additional cost agreed upon by both parties.
  • Taxes are not included.
  • Site restoration after construction is not included. Sunstall shall use equipment with rubber tracks. Depending upon soil conditions, areas on the project site might be disturbed. Services to repair the site will result in additional cost.
  • Special safety requirements, other than what is required by federal, state, or local law.
  • Permits and existing utility locate requests are not included; the marking of underground utilities(gas line, electric lines, water and sewer piping or telecommunication installations) and the cost to relocate array or posts due to the underground utilities is excluded. 
  • Traffic control & Site security.
  • Hazardous waste material handling and remediation of any kind.
  • Schedule delays, including demobilization and remobilization and cost impacts associated with delays in delivery of owner/client procured equipment and material.
  • Biological, cultural, archaeological, and paleontological studies, mitigation measures and associated cost and schedule impact.
  • Schedule delays, including demobilization and remobilization and cost impacts associated with delays in obtaining the necessary permits to execute the project. 
  • Builders risk insurance.
  • Sunstall excludes all items that are not expressly included in the Price Estimate, including, but not limited to, the following items: trenching, electrical work; geotechnical work; bonding (unless expressly provided in the Price Estimate); Project fencing, communal first aid kits; spill kits; portable restrooms; dumpsters; all permits and licenses required for the Project; signage required by OSHA and any other government agency; Project site preparation and maintenance work pursuant to the Engineering Plans and these terms and conditions; Project site dumpsters; Project site lighting; noise and vibration control; protection for water or wetland conservation of any type; off-site storage if required; working conditions with slope greater than twenty percent (12%); rework or adjustments resulting from other trades; Project boundary and existing conditions surveys; and soil or hydro testing. Customer is responsible to provide and perform the items described in this section.

3.3 Assumptions

Sunstall’s Price Estimate is based on following assumptions:

  • Office & storage space and porta potties to be provided for Sunstall Site Superintendent and crew by Customer.
  • Site will be graded to eliminate any excessive contours – slope across the site should be no more than 3% in any direction prior to hand off to Sunstall.
  • Material deliveries must be coordinated with Sunstall and must be within the project schedule.
  • Enclosures for any additional materials and control boxes requiring weather-proof storage have not been included. 
  • Customer assumes all liability for damage to underground cables, pipeline, or conduits.
  • Customer will dispose the garbage at its own expense.
  • Sunstall assume that the site is Covid 19 & Valley Fever free – if not then this has to be specifically addressed. Customer shall provide plan for communicable disease control in its operation plan.
  • Site shall be fenced and/or security must be on site.
  • Subgrade contractor shall maintain all access roads and temporary site roads to enable safe and efficient transport of materials to the work site. This includes snow removal to access the material and safely perform the work.
  • Other items not listed above can be discussed and mutually agreed upon by both parties.
  • Price Estimate includes calculated with one mobilization and demobilization. Additional mobilizations will be charged extra.
  • In-sequence work – Customer shall ensure all deliveries and third party work shall be coordinated in a fashion as to not disrupt or delay Sunstall’s work.
  • Trench closed and compacted (minimum 90% compaction) prior to mobilization or after installation of foundation, racking, or module installation.
  • Adequate lay down area and reasonable lay down proximity to site
  • Non-winter work conditions. Winter conditions are defined as unsafe site conditions causing safety hazards and/or extreme cold, snow, ice, mud, rain, or standing water.
  • In addition to all items required to be completed by Customer pursuant to this Price Proposal and Engineering Plans, Sunstall requires the following items to be completed at Customer’s cost prior to Sunstall’s mobilization to the Project site and Customer must maintain these items throughout Sunstall’s Scope of Work: safe and reasonable Project site access; safe and reasonable on-site locations to park; safe and reasonable staging areas for all equipment and material; safe and stable ground for Sunstall’s equipment required for the Scope of Work; tree removal including roots and sub-systems; backfill and proper compaction of Project site; survey of ground screw points; protection of existing Project site infrastructure scheduled to remain; removal of existing Project site infrastructure removed; removal of unforeseen underground conditions which limit foundation penetration; erosion and sediment control best management practices; finish grading; subgrade stabilization; and protection for water or wetland conservation of any type.

3.4 Additional Hourly rates

 2026 Normal – Non prevailing wage  Regular hours  Overtime hours
Project Manager $           239.00  $               349.00 
Supervisor $           199.00  $               295.00 
Operator $           152.00  $               216.00 
Pile driver  $           173.00  $               249.00 
Installer $           125.00  $               179.00 

 

Hourly rates shall be adjusted, every January, without notice or advance approval by Customer.

4. Price, Payment, Lien Rights

4.1 General

Customer’s execution of the Price Proposal will constitute Customer’s affirmation and acceptance of these terms and conditions. These terms and conditions govern the Scope of Work and constitute a binding contract between the parties, and will supersede any additional, different, or conflicting term proposed by Customer or contained on Customer’s Purchase Order, or any document or instrument submitted by Customer.

4.2 Estimate and Purchase Order

Upon Customer’s acceptance of the Price Proposal, Customer will issue a Purchase Order for the Scope of Work to Sunstall. Sunstall’s acceptance of a Purchase Order is expressly limited to the terms of the Price Proposal and to these terms and conditions. These terms and conditions will supersede any additional, different, or conflicting term and/or condition proposed by Customer and/or disclosed within Customer’s Purchase Order or any document or instrument submitted by Customer.

  • Due to fluctuation in raw material costs and fuel pricing the Price Proposal is subject to change if not accepted within five (5) calendar days of the Price Proposal date indicated on the Price Proposal. Sunstall may issue a revised Price Proposal that includes the updated material pricing to reflect the change in material costs if acceptance is received outside the five (5) calendar day period. Material pricing is subject to increases at any time due to demonstrable increases in the market price of the material. Additionally, labor prices may increase if the Project requires increased labor rates, including, without limitation, increases due to: prevailing wages; labor union requirements; and local labor rates that are above the rates utilized in this Price Proposal. 
  • Changes to Scope of Work, Project specifications, or other design criteria made prior to acceptance of Price Proposal and/or issuance of a Purchase Order will void the Price Proposal, and Sunstall will issue a new Price Proposal.
  • If the Purchase Order does not conflict with the Price Proposal or these terms and conditions, Sunstall will deliver to Customer a written acceptance of the Purchase Order within five (5) business days of Sunstall’s receipt of a Purchase Order.
  • Due to the custom nature of Sunstall’s Scope of Work, cancellations are subject to a cancellation fee to cover costs incurred after Sunstall accepts a Purchase Order. The cancellation fee will be determined solely by Sunstall and will include the cost for time and materials.
  • Changes to the Scope of Work, changes to the project or shipping schedule, or additional costs as a result of Customer’s or Customer’s agent’s actions or omissions that occur after issuance of a Purchase Order will require the Sunstall to issue a change order fee. The change order fee will be determined by Sunstall to cover time and materials to cover the additional costs. If Customer fails to acknowledge the change order within two (2) calendar days of Sunstall’s written delivery of the change order, the change order is deemed to be accepted by the Customer. Sunstall reserves the right, without penalty or recourse from Customer, to stop work in the event Customer does not respond to a change order within three (3) calendar days.
  • If Sunstall requires additional information from Customer to perform Sunstall’s Scope of Work, Sunstall will deliver to Customer Sunstall’s standard Request for Information form. If Customer fails to respond to Sunstall’s standard Request for Information form within two (2) calendar days, then Sunstall’s suggestions described within the Request for Information form will be deemed accepted by Customer and Customer is responsible for any additional costs.

4.3 Payments

Immediately upon Customer submitting the Purchase Order to Sunstall, Customer must deliver to Sunstall all deposit payments, payments for mobilization, and any cost for engineering and testing per the Scope of Work, milestone payment schedule and the Purchase Order. Sunstall requires Customer to make payment via wire transfer or an internal bank transfer, if applicable, when payment amount is greater than Ten Thousand and no/100 Dollars ($10,000.00).

  • Standard Payment Schedule. Sunstall requires the following standard payment schedule:
    • Material: Customer will pay 50 percent of the material costs described in the Price Proposal immediately upon Customer’s delivery of the signed Price Proposal and/or Purchase Order as a down payment for the material. Customer will pay the remaining percent of the material costs described in the Price Proposal within thirty (30) calendar days (“Material Payment Terms”) of the materials arrival on the Project site. If materials arrive on the Project site in separate shipments, Customer will pay for the material that Sunstall delivered to the Project pursuant to the payments terms described in this section. In the event Customer delays the material shipping date(s), then the Material Payment Terms start tolling from the initial material delivery date(s).
  • Progress Payment Releases: Included with each of Sunstall’s invoices for Customer’s payment described herein, Sunstall will include Sunstall’s form Conditional Waiver and Release Upon Progress Payment. Upon Sunstall’s completion of the Project and upon Customer’s full payment of all amounts due to Sunstall pursuant to the Price Proposal and these terms and conditions, Sunstall will deliver to Customer Sunstall’s form Final Waiver of Lien and Release of Claims executed by Sunstall.
  • Sales Tax: If sales and/or use tax is required, Customer is required to pay the Purchase Price’s sales tax to the appropriate taxing authority.
  • Late Payment Penalties: Customer will be subject to a finance charge of one and one-half percent (1.5%) per month if Customer fails to timely make payment as detailed above. Customer further acknowledges that if Customer fails to timely make payments, Sunstall reserves the right to report Customer to D&B, file a lien on the subject property, and/or turn the account over to collections. Should the account enter the collection process to recover delinquencies or if a lien is filed, Customer will pay all Sunstall’s fees including, but not limited to, all collection fees, court fees, attorney fees, and all other costs.
  • Payment Application: Sunstall will apply all amounts received under this invoice in the following order: i) late charges, legal fees and collection costs; ii) interest; and iii) outstanding balance.
  • Demobilization fees and remobilization fees will be determined by Sunstall to cover time and materials and are non-negotiable. Additionally, every stage of the delivery and installation schedule (if included in the Scope of Work) will be extended for each day that any payment is late.
  • Chargebacks: Customer will inform Sunstall in writing within forty-eight (48) hours of an event that could warrant a charge back to Sunstall due to Sunstall’s actions or omissions, or the claim will be deemed invalid. Sunstall will be given ample opportunity to assess the situation and provide a corrective action plan to remedy the alleged offense prior to accepting a charge back. Sunstall must approve all chargebacks to Customer in writing before adjustments will be made to invoices.

4.4 Errors and Omissions 

Sunstall is not responsible for any impacts to construction schedule, liquidated damages, loss of production, or any other financial penalty due to errors or omissions in the information that Customer or any third-party provides to Sunstall, including, without limitations, conceptual drawings, existing conditions survey, survey stake-out, or other data, as provided by Customer or other parties.

4.5 Liens

Customer must provide to Sunstall the name and address of the Project’s subject property’s owner prior to work commencing on the Project site. Sunstall reserves the right to file a notice to the owner on all properties where work is to be performed by Sunstall. Sunstall reserves the right to file liens on properties where work was completed by Sunstall and Customer failed to make any payments pursuant to the payment schedule as described herein.

4.7 Shipping

All materials described within the Price Proposal will be shipped using common carriers in an expeditious manner. Freight charges calculated in the Price Proposal for shipping are approximate and subject to change. Actual charges may vary due to shipping weight and size of packaging, and rate increases due to market increases. Exact charges, freight documentation, and tracking will be transmitted to Customer upon shipment. Should Sunstall send Customer’s order in more than one shipment, Customer shall be charged for each shipment, including backordered items. Customer will be notified of any delays, and Sunstall is not responsible for any delays caused by any third-party. All shipping invoices will be due upon receipt from Sunstall to Customer. If Sunstall is unable to deliver shipment to the Project site because the Project site access is not reasonably accessible or Customer does not have an adequate laydown area for the shipment, Customer will cover all additional shipping costs related to such matters. Additionally, if Sunstall is unable to ship the material to Customer on the scheduled shipment date as a result of Customer’s acts or omissions, Customer will cover all costs associated with the delayed shipping date including, without limitation, increases in shipping costs, storage fees and administrative fees.

4.8 Material Goods

Customer will have a representative on the Project site to accept material when Sunstall has scheduled a delivery. Sunstall will provide Customer with a packing slip, delivered with each shipment, as well as a master inventory control sheet. Upon receipt of material, Customer will verify the quantities in the shipment with the quantities listed on the packing slip and notate the quantities received on the master inventory control sheet. Customer will supply Sunstall with copies of each packing slip within one (1) business day of receiving each shipment, per the bill of lading, with any discrepancies clearly noted. Customer will also supply Sunstall with a copy of the completed master inventory control sheet within one (1) business day of receiving the final shipment, per the bill of lading, with any discrepancies clearly noted. Sunstall will correct any errors in material quantity in a timely manner and deliver using standard, non-expedited shipping methods. It is the Customer’s responsibility to ensure that all required materials have been received and checked for accuracy. Failure to submit signed packing slips and/or the completed master inventory control sheet pursuant to this section will deem claims of missing material invalid. Should additional material be required during installation, due to theft, loss, or other reason beyond Sunstall’s control or responsibility, Sunstall shall provide a change order which must be approved by Customer prior to delivery of additional material. Once material has arrived at the Project site or the location as directed by Customer, Customer bears all risk of loss related to the material and Customer will take all reasonable efforts to protect the material from damage and loss.

4.9 Engineering Plans

Customer has reviewed and approved the Engineering Plans. Customer agrees to and will comply with the terms and conditions contained within the Engineering Plans, and the Engineering Plans are incorporated herein.

4.10 Returned Products

Delivered products returned to Sunstall require prior written approval from Sunstall before the product will be accepted. If Customer returns a product to Sunstall, Customer will be responsible for handling, inspection, restocking, and invoicing charges, if applicable, plus any outgoing packing and freight expenditures. All returns that Sunstall permits (only with prior written approval) must be shipped to Sunstall prepaid by Customer, and must be in the same condition as sent by Sunstall. Products processed to Customer’s specifications are not returnable. Customer will pay Sunstall a restocking fee of fifteen percent (15%) of the Good’s purchase price, or $750.00, whichever is greater.

5. General Terms

Inflation Reduction Act and Investment Tax Credits; CA AB 2143 General Disclaimer

Contractor and Owner, and their affiliates (Contractor and Owner being Sunstall’s clients under the construction contracts), shall indemnify, defend and hold harmless, to the fullest extent allowed by law, Sunstall Inc., its officers, employees and agents, from any and all offsets, penalties, claims, suits, or actions of every name, kind, and description, brought for, or relating to the Inflation Reduction Act (“IRA” or “Act”) and its applicability to Investment Tax Credits or Production Tax Credits, Elective Pay and any subsequent loss of Project benefits, of any kind, related to the Act. Sunstall Inc. makes no representations or claims as it relates to the applicability of the Act, including the provisions of the Act that set forth the prevailing wage, registered apprenticeship, domestic content, and energy community requirements for renewable energy projects seeking eligibility for IRA Section 45 production tax credits, as amended or the eligibility of Owner to receive such benefits. Sunstall Inc. solely relies upon, and shall abide by, and construct or install the Project or facilities, according to design, material selection, and labor requirements, definitions, and interpretations of same, provided by Contractor or Owner for the Project (including but not limited their interpretation of IRS guidance, related to the prevailing wage, registered apprenticeship, domestic content, and energy community requirements under the IRA), and all other terms and conditions related to the IRA or Investment Tax Credits. Contractor and Owner agree to hold Sunstall Inc. harmless for any subsequent failure to obtain tax credits and benefits under the IRA as it relates to the above-listed provisions, specifically and to the interpretation and application of the IRA generally and/or any recapture or recapture penalties due to changes in ownership or structure. No other section or provision of these Terms & Conditions, the Contract or Prime Contract shall be read or interpreted to require Sunstall Inc. to indemnify or hold harmless the Contract and/or Owner from liability for the negligent or wrongful acts or omissions of Sunstall Inc. or its principals, officers, or employees as it relates to this section. This section shall survive the Termination, Cancellation or Expiration of the Contract.

 

For Projects or Work provided in California, Contractor and Owner (Sunstall’s clients), shall indemnify, defend and hold harmless, to the fullest extent allowed by law, Sunstall Inc., its officers, employees and agents, from any and all offsets, penalties, claims, suits, or actions of every name, kind, and description, brought for, or relating to AB 2143 (“Act”) and any subsequent loss of Project benefits under the Act. Sunstall Inc. makes no representations or claims as it relates to the applicability of the Act, including provisions of the Act that set forth the prevailing wage. Contractor and Owner agree to hold Sunstall Inc. harmless for any subsequent failure to comply with the Act.

5.1 Delays 

Sunstall will not be liable for loss, damage, or delay in manufacture, shipment, delivery of any material or for Sunstall’s inability to perform any of its obligations hereunder due to conditions rendering performance commercially impracticable, or to any cause beyond Sunstall’s control, including, but not limited to: acts or omission by Customer or any of Customer’s agents or contractors; Customer’s late payment; any condition that makes the Project site unsafe; excessive temperature, rain, mud, snow or wind; acts of God; pandemic, epidemic, acts from any government agency, including but not limited to government shut downs; strikes or other labor disturbances; delays in transportation; fuel or other energy shortages; or unforeseen existing Project site conditions. If any such conditions result in delay in performance, the date of material delivery and/or Project completion date shall be extended for a period equal to the time lost by reason of the delay. In the event the delay is caused by Customer or any of Customer’s agents or contractors, then Sunstall may issue to Customer a change order for an extension of time and/or any costs for such delay.

5.2 Limitation of Liability 

Sunstall’s liability (whether under the theories of breach of contract or warranty, negligence, or strict liability) for Scope of Work that is non-conforming will be limited to, at Sunstall’s option, repairing the non-conforming Scope of Work, replacing the non-conforming Scope of Work or refunding Customer the purchase price of the alleged non-conforming Scope of Work.

5.3 Disclaimer of Consequential and Incidental Damages

In no event will Sunstall be liable for consequential or incidental damages arising out of or in connection with the Price Proposal, Purchase Order or these terms and conditions, including, without limitation, breach of any obligation imposed on Sunstall hereunder, in connection herewith or within the Price Proposal or Purchase Order. Consequential damages for purposes hereof will include, without limitation, loss of use, income, profit, or losses sustained as the result of injury (including death) to any person or loss of or damage to property (including without limitation, property handled or processed by the use of the material). Customer will indemnify Sunstall against all liability, cost or expense which may be sustained by Sunstall on account of any such loss, damage, or injury.

5.4 Agents, etc. 

No agent, employee, or other representative of Sunstall has the ability or right to modify or expand these terms and conditions other than Sunstall’s President or Sunstall’s General Counsel, and that modification or expansion must be in writing.

5.6 Term/Termination 

Sunstall may terminate the Contract upon Customer’s breach of any term and condition described herein so long as Sunstall provides Customer written notice of a breach and Customer fails to cure the breach within three (3) calendar days. Customer will remain liable for any payment owed to Sunstall for any Scope of Work performed up to the date of termination.

5.7 No Waiver 

Forbearance or failure of Sunstall to enforce any of these terms and conditions stated herein, or to exercise any right accruing from default of Customer, will not affect or impair Sunstall’s rights arising from such defaults; nor will forbearance or failure be deemed a waiver of Sunstall’s rights in case of any subsequent default of Customer.

5.8 Severability 

If any provision of these terms and conditions are unenforceable or invalid, these terms and conditions will be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.

5.9 Assignment 

These terms and conditions will be binding upon and will insure to the benefit of the successors and assigns of Customer and Sunstall provided, however, Customer may not assign or transfer this contract, in whole or in part, except upon the prior written consent of Sunstall. Sunstall may assign this agreement at any time without Customer’s consent.

5.10 Enforcement Costs 

In the event any party is required to take, or respond to, any action in law or in equity to enforce any portion of these terms and conditions, the Price Proposal or the Purchase Order, the prevailing party in any proceeding will be entitled to recover all costs, expenses, and attorney’s fees actually incurred in taking or responding to any action, in addition to any other legal or equitable relief that may be awarded by the court.

5.11 Governing Law

These terms and conditions will be construed in accordance with and governed by the laws of the State of California without regard to its conflict of law provisions. All actions or proceedings arising directly or indirectly here from will be litigated only in the state courts in Marin County, California, and the parties hereby consent to the jurisdiction and venue of the state courts in Marin County, California; provided, however, Sunstall, art Sunstall’s sole option, may select venue in the county and state in which the project is located in the event Sunstall files a lien in such county and state.

5.12 Notices

All of Sunstall’s notices, requests, consents and other communications to Customer under these terms and conditions shall be in writing and shall be delivered via electronic mail, facsimile transmission, hand delivered, or mailed by registered or certified mail to the addresses that Customer provides on the Price Proposal. If Customer fails to provide an address or e-mail address, Sunstall may rely on addresses and e-mail addresses that Customer has previously provided to Sunstall. All Customer’s notices to Sunstall under these terms and conditions will be mailed to Sunstall and e-mailed to: info@sunstall.com.

5.13 Sunstall License Information

Sunstall currently holds the following licenses in multiple states:

#CA961108, #AZ 283393, #NM377088, #OR195072, #WASUNSTI*811D5, ID RCE-49516, VA2705183702

5.14 Entire Contract; Order of Interpretation 

These terms and conditions, the Estimate and the documents that are expressly incorporated herein will modify and amend the Contract between the parties and when inconsistent with the Contract, these Terms and Conditions shall prevail and no statement, correspondence, sample or other term shall modify or effect the terms hereof or within the Price Proposal.

6. Sunzaun Product Warranties

Please refer to the most current product warranty information on our website: https://sunzaun.com/sunzaun-product-warranties/

6.1 Limited Warranty

Subject to the terms hereof, Sunstall Inc., a California corporation (“Sunstall”), warrants to the original purchaser (“Purchaser”) that the Sunstall’s Sunzaun Vertical Solar Racking System (the “Product”) shall be free from material defects in materials and workmanship.

This Warranty covers only those components of the product that were manufactured by Sunstall, or furnished by Sunstall as part of the Product or Contract which shall only include: (a) posts; (b) module holders; (c) sliders (collectively, the “Components”). The warranty will not be binding until Sunstall has received payment in full for the Products.

6.2 Warranty Duration

The warranty is effective upon delivery of the Product to the Purchaser and upon completion of commissioning and valid upon final payment of the full contract value including applicable changes by the Purchaser in good funds. The warranty duration of the Product shall be as follows:

  • Post – warranty duration five (5) years
  • Module holder (left, right) – warranty duration five (5) years
  • Slider – warranty duration five (5) years

6.3 Warranty Exclusions

The warranty does not cover:

  • Design flaws resulting from incorrect geotechnical or structural requirements furnished to Sunstall by Purchaser or its agents or representatives;
  • Incorrect or deficient installation of the Product, including failure to use or deviate from the Sunzaun Installation Manual;
  • Products that have been altered or used in a manner not consistent with their original design or intended purpose;
  • Any failure of the Product due to events exceeding the Product design loads, as based on the Purchaser’s geotechnical and structural requirements;
  • Deterioration due to excessive exposure to standing water, or any exposure to corrosive chemicals, fumes, ash, or other foreign chemical substances
  • Acts of God;
  • Any abuse, alteration, or vandalism of the of the Product or its Components by Purchaser or a third party;
  • White rust, a natural aging process associated with galvanized steel; and any financial or other consequential loss sustained due to a failure of the Product.

The warranties stated herein are the only representations and warranties Sunstall has given to the original purchaser in connection with the provision of the product to such purchaser. Except as set forth herein, Sunstall has not made and hereby expressly disclaims any other or further representation or warranty, either express or implied, concerning the product. The warranties given herein are in lieu of all together warranties Sunstall might have given to the original purchaser, including warranties of merchantability and warranties of fitness for intended use. All other warranties Sunstall or anyone purporting to represent Sunstall, including without limitation, any distributor or sales agent of Sunstall, may have given, or which may be provided or implied by law or commercial practice, are hereby excluded.

6.4 Owner Responsibilities

The owner of the product under this Warranty is required to conduct annual inspections of the Product and to provide necessary maintenance as referenced in the Installation Manual. Failure to conduct annual inspections or to perform required maintenance of the Product will void the Warranty.

6.5 Voiding the Warranty

This Warranty shall be void if:

  • Purchaser, or its agents or representatives, use or permit to be used any components on the Product that are not manufactured, supplied or approved by Sunstall;
  • Purchaser, or its agents or representatives; repair the Product in a manner not approved by Sunstall; or
  • Purchaser, or its agents or representatives, failure to follow installation instructions as provided with Product. 

6.6 Warranty Administration

To make a Warranty claim, Purchaser must notify Sunstall in writing of the defect and any pertinent facts or circumstances within thirty (30) days (or such shorter period as may reflect the severity of the defect) of the date Purchaser first become aware of the defect. Written notice should be given via registered mail to Sunstall at 384 Bel Marin Keys Blvd, Suite 230, Novato, CA 94949, USA.

Upon receipt of the written notice, Sunstall will establish a claim file and contact Purchaser to discuss the Warranty claim. Sunstall shall be entitled to appoint a local agent to assess the claim on its behalf. Purchaser shall be required to provide Sunstall and/or its representatives with all reasonable and unhindered access to inspect the Product. Following Sunstall’s assessment of the Warranty claim, Sunstall, at its sole and exclusive option, shall decide whether to repair or replace the Product covered by this warranty subject to the following:

  • If Sunstall elects to repair a defect, Purchaser shall, at its sole cost and expense, provide site access necessary to facilitate such repair.
  • If Sunstall elects to replace the Product, Purchaser shall return the allegedly defective components to Sunstall at the address above at Sunstall’s cost and expense. Components need to be shipped to Sunstall within thirty (30) days to be considered for Warranty replacement. Sunstall’s Warranty excludes labor and associated costs with removing and replacing components.

6.7 Warranty Limitations

Sunstall’s liability for its products under all theories of liability shall be limited to repairing or replacing those found by Sunstall to be defective, or at Sunstall’s option, to refunding the purchase price of such products. Sunstall’s Warranty does not extend to design or output of the system. 

Sunstall may amend, revise, or replace the current warranty at any time without notice. The most recent warranty shall apply to all products regardless of date of purchase.

Notwithstanding anything contained herein to the contrary, Sunstall shall have no liability for consequential or incidental damages arising out of or in connection with this warranty or the products covered hereby, including without limitation breach of any obligation imposed on Sunstall hereunder or in connection herewith. Consequential damages for purposes hereof shall include, without limitation, loss of use, income or profit.

Sunstall makes no warranty as to methods employed by, or quality of work product of, any Sunstall approved installer, or consequential damages due to such installers work product.

6.8 Assignment, Assumption and Choice of Law

  • Purchaser may assign its rights and obligations arising under this Warranty to a third party provided Purchaser furnishes Sunstall with written notification within ninety (90) days of the effective date of the assignment. Written notification to Sunstall must include: (a) the names, addresses, and contact information of both Purchaser and assignee; (b) the effective date of assignment; Purchaser’s original purchase order number(s); and (c) the shipment address of the Products. If such notice is not received by Sunstall as set forth herein, the Warranty shall be null and void and of no further force or effect following the effective date of the purported assignment.
  • This Warranty shall be governed by and construed in accordance with the laws of the state of California, USA.