1. ACCEPTANCE

Any instruction, acceptance of a quote, or engagement of Ernest Energy constitutes acceptance of these Terms.

These Terms apply unless expressly varied in writing. For larger EPCM projects, a separate contract may apply.

2. SERVICES

Ernest Energy provides:

• Consulting services
• Design & build solar and battery systems (agri and commercial) – Maintenance and support services
• EPCM services (under specific agreements)
• Supply of renewable energy equipment

3. NATURE OF ENGAGEMENT

Unless expressly agreed in writing:

• Services are provided using reasonable skill and care
• Ernest Energy does not warrant fitness for purpose, energy yield, export capacity, or financial outcomes
• Third-party designs, approvals, and equipment performance remain the responsibility of those parties

4. QUOTES AND PRICING

Quotes are valid for 30 days unless stated otherwise.

Prices are based on stated assumptions including:

• Normal ground conditions
• Accurate information provided by the Customer
• No material changes to site or network requirements

Ernest Energy may adjust pricing for:

• Variations
• Changes in input costs beyond our control
• Incorrect assumptions

5. PAYMENT TERMS

Unless otherwise agreed:

• 30% deposit on acceptance
• Progress payments as invoiced
• Balance on completion or handover

Interest may be charged on overdue amounts at 20% per annum.

We may suspend work for non-payment.

6. VARIATIONS

Variations must be agreed in writing.

Variations include:

• Customer-requested changes
• Ground conditions
• Undisclosed services
• Delays caused by Customer or third parties

7. GROUND CONDITIONS

Pricing assumes normal ground conditions.

Excluded conditions include:

• Rock or refusal
• Poor soils or fill
• Groundwater
• Buried obstructions

Adverse conditions entitle Ernest Energy to:

• Variations
• Time extensions
• Suspension of work

8. CIVIL WORKS

For piling, trenching, or ground screws:

• No guarantee of penetration or installation rate
• Changes required due to ground conditions are variations

9. UNDERGROUND SERVICES

The Customer must disclose all underground services.

Ernest Energy is not responsible for undisclosed or inaccurate service information.

Damage to such services:

• Is at Customer risk
• Is treated as a variation

10. PROGRAMME

Programmes are indicative unless stated otherwise.

We are not liable for delays caused by:

• Weather
• Network operators
• Supply chain
• Customer actions

11. PRACTICAL COMPLETION

Occurs when:

• Works are complete
• Compliance documentation is issued
• System is ready for energisation

Third-party delays do not prevent completion.

12. TITLE AND RISK

Title remains with Ernest Energy until full payment.

Risk passes on delivery or installation.

13. LIABILITY

To the extent permitted by law:

• Liability is limited to the contract value or insurance recovery
• No liability for indirect or consequential loss
• No liability for energy or financial performance

14. INDEMNITY

The Customer indemnifies Ernest Energy for:

• Incorrect information
• Customer-directed changes
• Third-party actions

15. WARRANTIES

Manufacturer warranties apply where relevant.

No additional warranties are provided unless in writing.

16. HEALTH AND SAFETY

Both parties are PCBUs and must comply with NZ law.

17. TERMINATION

We may suspend or terminate for non-payment.

If the Customer terminates, costs incurred must be paid.

18. PRIVACY AND DATA

Ernest Energy may collect, store, and use information relating to the Customer and the operation of installed systems for the purposes of:

• Project delivery and commissioning
• System monitoring, diagnostics, and optimisation
• Maintenance and support services

The Customer acknowledges that solar and battery systems typically utilise third-party platforms (including inverter and monitoring manufacturer systems) which may:

• Store data outside New Zealand
• Be subject to the manufacturer’s own privacy policies, licensing terms, and data practices

Ernest Energy is not responsible for the privacy practices, data storage locations, or security of third-party platforms.

The Customer authorises Ernest Energy to:

• Configure and access such systems as reasonably required to deliver services
• Share relevant system data with manufacturers and service providers for support and diagnostics

Where third-party platforms introduce fees, subscriptions, or changes to access conditions:

• These are outside Ernest Energy’s control
• Any ongoing or future costs are the responsibility of the Customer unless expressly included in writing

19. DISPUTES

Disputes will be resolved under NZ law and arbitration if required.

20. GENERAL

• These Terms prevail over Customer terms
• Invalid clauses do not affect the remainder
• NZ law applies

21. Performance, Energy Yield and Savings

Any estimates, models, or projections (including energy yield, self‑consumption, export, savings, or financial returns) are indicative only and based on assumptions at the time of quoting.

Unless expressly stated otherwise in writing: – Ernest Energy does not guarantee energy yield, system performance, or financial outcomes – Actual performance may vary due to weather, irradiation, temperature, shading, soiling, equipment tolerances, outages, and site conditions – Actual savings depend on the Customer’s load profile, operating practices, tariffs, network settings, and market conditions

Changes in any of the above (including Customer load or operating practices) may materially affect outcomes and do not constitute a defect.

22. Easements, Crossings and Consents

The Contract Price assumes no unusual constraints affecting access, routing, or installation.

• Unless expressly included, the Contract Price excludes costs associated with: Easements or land access agreements
• Road crossings, traffic management, or corridor access
• Rail crossings or approvals (including KiwiRail or equivalent)
• Third‑party permits, approvals, or fees

Where such requirements arise or differ from assumptions, they shall constitute a Variation, including associated time impacts.

23. Network, Electrical Integration and Existing Infrastructure

The Customer acknowledges that existing electrical infrastructure (including transformers, switchgear, protection, and fusing) may not be compatible with the proposed system.

Ernest Energy relies on available information and reasonable assumptions regarding existing infrastructure. Where upgrades, modifications, or additional works are required (including transformer, protection, or network interface upgrades), these shall constitute a Variation and are at the Customer’s cost.

Ernest Energy is not responsible for the adequacy, compliance, or performance of existing electrical infrastructure.

23. Network Approvals, Metering and Energisation

Ernest Energy does not warrant or guarantee:

• Approval from network operators or energy authorities
• Timing of meter upgrades or installation
• Ability to export electricity to the grid

Practical Completion occurs when the system is installed and ready for energisation.

Delays in network approval, metering, or energisation do not delay Practical Completion or payment obligations.

24. Technical Completion and Payment

Technical Completion occurs when the system is constructed, installed, and capable of operation, subject only to third-party approvals or connections.

The Customer must make payment in accordance with the agreed payment terms upon Technical Completion, regardless of:

• Network delays
• Metering delays
• Third-party approvals

25. Communications and Remote Access

Where system monitoring, commissioning, diagnostics, or optimisation requires internet connectivity:

• The Customer is responsible for providing and maintaining reliable internet access (including WiFi or equivalent)
• Ernest Energy is not responsible for delays, performance issues, or additional costs arising from lack of connectivity

Where connectivity is not available, any additional site visits, diagnostics, or manual interventions shall be treated as a Variation and charged accordingly.

26. Assumptions and Allowances

Where the Proposal includes allowances (including for civil works, ground conditions, crossings, or third‑party requirements), such allowances are based on reasonable estimates.

If actual conditions, quantities, or requirements exceed those allowances, the difference shall constitute a Variation.

Ernest Energy is entitled to adjust price and time accordingly.

Resource Consents and Regulatory Compliance

The Customer is solely responsible for ensuring that all required:

• Resource consents
• Land use approvals
• Building consents (if applicable)
• Environmental or planning approvals

are obtained and complied with prior to and during the works.

Unless expressly agreed in writing, Ernest Energy:

• Does not undertake consenting activities
• Does not verify whether consents are required
• Does not warrant that the works comply with planning or consenting requirements

Ernest Energy is entitled to rely on the Customer’s confirmation that all necessary approvals are in place.

If any consent, approval, or compliance issue:

• Delays the works, or
• Requires changes to the design, scope, or methodology

This shall constitute a Variation, including any associated cost and time impacts.

The Customer indemnifies Ernest Energy against any loss arising from failure to obtain or comply with required consents.

END OF TERMS