ELIOS ENERGY SYSTEMS PRIVATE LIMITED
Effective Date: 04/05/2023

These Terms and Conditions ("Agreement") govern all Engineering, Procurement, and Construction (EPC) services provided by ELIOS ENERGY SYSTEMS PRIVATE LIMITED ("Company"), to its clients ("Client"), and shall apply to all contracts, purchase orders, proposals, quotations, and service engagements unless specifically agreed otherwise in writing.

1. Definitions
• EPC Services: Comprehensive turnkey solar project services including design, procurement, construction, testing, commissioning, and maintenance (if applicable).
• Client: The party entering into agreement with the Company for solar EPC services.
• Project: The solar installation project to be carried out under the agreement.
• Contract Price: Total amount payable by the Client to the Company for completing the Project.

2. Scope of Work
The Company shall execute the design, engineering, procurement, construction, and commissioning of a solar photovoltaic system in accordance with the specifications defined in the contract. Any change in scope must be formally documented through a written change order signed by both parties.

3. Project Timeline
• The Company shall endeavour to complete the project within the agreed timeline, subject to: o Timely site access and approvals by the Client o Weather conditions and other unforeseen delays o Timely payments from the Client
• Delays not caused by the Company shall not be considered breach of contract.

4. Payment Terms
• Payment shall be made in milestones as detailed in the payment schedule in the contract.
• Invoices shall be raised upon completion of each milestone.
• Delayed payments shall attract a late fee of 1.5% per month as per MSME norms.
• The Company reserves the right to suspend work in case of non-payment beyond [15] days of the due date.

5. Performance Guarantee
• The Company shall ensure system performance as specified in the agreement, subject to standard tolerances and site conditions.
• Any performance shortfall shall be assessed on annual output and compensated if applicable as per agreement.

6. Warranty
• Workmanship warranty: [5] years from date of commissioning or as per quotation (Whichever earliest)
• Equipment warranties: As per Original Equipment Manufacturer (OEM) terms (to be passed on to Client)
• Warranty exclusions include:
o Unauthorized modifications
o Improper maintenance by third parties
o Vandalism or force majeure events

7. Operation & Maintenance (Optional)
If included, the Company will provide O&M services as defined in a separate schedule. This includes:
• Periodic inspection
• Preventive and corrective maintenance
• System performance monitoring

8. Client Responsibilities
• Ensure full and unhindered access to the installation site
• Obtain all regulatory, electrical, and statutory approvals unless agreed otherwise
• Provide necessary infrastructure (e.g., civil support, electrical panel access)
• Not interfere with the Company’s operations during the project

9. Health, Safety & Environment (HSE)
• The Company will follow standard industry HSE guidelines.
• The Client must ensure a safe and hazard-free environment on-site.
• Any on-site injury or incident involving Client personnel shall be Client’s responsibility unless caused due to proven Company negligence.

10. Intellectual Property
All technical designs, engineering drawings, reports, and documentation provided by the Company shall remain the Company’s intellectual property unless otherwise agreed in writing.

11. Limitation of Liability
• The Company’s total liability for any claim arising out of or related to this agreement shall not exceed the total contract value.
• Under no circumstances shall the Company be liable for indirect, incidental, or consequential damages.

12. Force Majeure
Neither party shall be held liable for failure to perform its obligations due to events beyond its reasonable control including but not limited to natural disasters, war, terrorism, labor strikes, governmental orders, pandemics, or supply chain disruptions.

13. Termination
• Either party may terminate the agreement with 15 days' written notice in case of breach of agreement.
• In case of termination:
o The Client must pay for all work done up to the termination date.
o The Company will demobilize from the site and return/secure all equipment.

14. Verbal Commitments and Authorized Personnel
• The Company shall not be bound by any verbal commitments, representations, or assurances made by its employees or representatives unless confirmed in writing by an authorized signatory of the Company. Page 6 of 9
• The Client is required to communicate through designated authorized personnel for all official matters. Instructions or approvals given by unauthorized individuals shall not be considered valid or binding.
• Any deviation from agreed terms must be formally documented and signed by authorized representatives of both parties.

15. Dispute Resolution
• Disputes shall first be addressed through mutual negotiation.
• If unresolved, disputes shall be referred to arbitration under Junagadh jurisdiction.
• The place of arbitration shall be Junagadh, and proceedings shall be in Gujarati.

16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Gujarat, India. Courts located in Junagadh, Gujarat. shall have exclusive jurisdiction.

17. Entire Agreement
This Agreement, along with any annexures and referenced documents, constitutes the entire agreement between the parties and supersedes any prior oral or written communications.

For any clarifications regarding these Terms and Conditions, please contact:
ELIOS ENERGY SYSTEMS PRIVATE LIMITED   A-61, Street No. 7, Janakpuri Soc, Zanzarda Road, Junagadh – 362001. [email protected]