Terms

1. Binding Agreement

By entering into a contract both parties acknowledge and agree that:

1. a) a contract, along with its schedules and any documents incorporated by reference, constitute a legally binding and enforceable agreement under Australian Law;
2. b) each party represents that it has full authority and capacity to enter into and perform respective obligations under a contract, and all necessary approvals have been obtained;
3. c) the customer has undertaken its own due diligence in relation to the system and site, and has had to opportunity to obtain independent legal, technical, and commercial advice;
4. d) except as expressly set out in a contract, the customer has not relied on any prior representations or statements made by or on behalf of EPC Renewables;
5. e) EPC Renewables Terms and Conditions apply only to the extent they are not inconsistent with the project specific Contract documents. Unless expressly stated otherwise in the Contract, the order of precedence is:
   1. i. executed Contract / Letter of Award or Purchase Order expressly accepted by EPC Renewables;
   2. ii. project specific departures or Special Conditions;
   3. iii. EPC Renewables Quotation and Scope of Works;
   4. iv. project schedules, drawings and technical specifications expressly incorporated into the Contract; and
   5. v. these Terms and Conditions of Sale.

A document lower in the order of precedence does not amend a higher ranking document unless the amendment is expressly identified and agreed in writing by both parties.

2. EPC Renewables Obligations

2.1 Scope of EPC Obligations

EPC Renewables Pty Ltd is to be responsible for the engineering, procurement, supply, construction, installation, testing, commissioning, and handover of the system in accordance with a contract.

EPC Renewables obligations include performing the works so that, at practical completion, the system is complete, operational, and capable of being safely energised and used for its intended purpose, subject to minor defects or omissions that do not materially affect operation or safety.

2.2 Standard of Performance

EPC Renewables is to perform the works;

1. a) with due care, skill, and diligence expected of an experienced and competent contractor performing works of a similar scope and nature;
2. b) in accordance with good industry practice and accepted engineering and construction standards applicable to commercial Renewables and battery energy projects;
3. c) in compliance with all applicable Australian Standards, Clean Energy Council guidelines, Distribution Network Service Provider requirements, and statutory and regulatory requirements in force at the time of design, construction, and installation

2.3 Design and Compliance Responsibility

To the extent that EPC Renewables is responsible for design under a contract, EPC Renewables will ensure that the design of the system:

1. a) complies with requirements of a contract;
2. b) is suitable for the site conditions and intended operational use outlined or reasonably foreseeable;
3. c) satisfies all applicable technical, safety, and regulatory requirements necessary to achieve commissioning and energization;
4. d) EPC Renewables shall be responsible only for those design elements expressly included within the Contract Scope. EPC Renewables shall be entitled to rely upon information, drawings, surveys, geotechnical information, load information and site data supplied by the Customer or third parties. EPC Renewables shall not be liable for errors, omissions or deficiencies in information not prepared by EPC Renewables.

EPC Renewables does not guarantee fitness for any purpose not expressly stated in the contract

2.4 Program and Timeframe

EPC Renewables will exercise reasonable endeavors to achieve the indicative program and milestones set out

Both parties acknowledge that delivery of the Works may be affected by matters outside EPC Renewables' reasonable control, including but not limited to:

1. a) regulatory or authority approval delays;
2. b) distribution Network Service Provider requirements or delays;
3. c) site access constraints and conditions:
4. d) supply chain disruption;
5. e) client directed changes to scope;
6. f) adverse weather and environmental conditions

EPC Renewables shall notify the Customer as soon as reasonably practicable after becoming aware of a delay affecting the Works and shall be entitled to a reasonable Extension of Time for the period of delay and its consequential effects. Where the delay is caused by the Customer, a Customer controlled third party, failure to provide access, information, approvals or instructions, a Variation, suspension not attributable to EPC Renewables, or another compensable event under the Contract, EPC Renewables shall also be entitled to recover its reasonable demonstrable delay, disruption, prolongation, remobilisation and rescheduling costs.

Any change in applicable law, Australian Standard, DNSP/NSP/AEMO requirement, authority condition, grid connection requirement or mandatory technical requirement occurring after the date of EPC Renewables' quotation, and which changes the cost, scope, design, methodology or programme of the Works, shall constitute a Variation and entitle EPC Renewables to an adjustment to the Contract Price and/or time for performance.

2.5 Engagement of Subcontracting

EPC Renewables may engage subcontractors to perform any part of the works for the completion of the details of the contract. In the use of subcontracting, EPC Renewables remains responsible for the performance of the works in accordance with a contract.

Testing and commissioning shall be undertaken in accordance with applicable Australian Standards, manufacturer requirements, DNSP requirements and EPC Renewables commissioning procedures. Practical Completion shall be achieved when commissioning demonstrates that the System is capable of safe and normal operation for its intended contracted purpose, notwithstanding minor defects, omissions or outstanding items that do not materially affect safety or normal operation. EPC Renewables may issue a notice of Practical Completion. Unless the Customer gives EPC Renewables written notice within five (5) Business Days identifying a material non conformity that prevents safe and normal operation, Practical Completion will be deemed to have occurred on the date stated in EPC Renewables' notice. Minor defects and punch list items shall be completed within a reasonable period after Practical Completion and shall not delay the related payment milestone.

2.7 Insurance Requirements

Insurance Requirement

EPC Renewables shall maintain:

• • Public Liability Insurance of not less than $20 million;
• • Workers Compensation Insurance as required by law;
• • Motor Vehicle Insurance as required by law; and
• • Professional Indemnity Insurance where design services are provided.

EPC Renewables shall not be required to obtain Industrial Special Risks Insurance, Business Interruption Insurance or any project specific insurance unless expressly stated.

3. Customer Obligations

The customer shall perform its obligations under a contract in a timely manner and is to cooperate with EPC Renewables to enable the orderly and efficient delivery of the works in accordance with the contract.

3.1 Site Access and Availability

The Customer shall provide EPC Renewables, its employees, agents and subcontractors with safe, reasonable and timely access to the Site and relevant facilities as required to perform the Works.

The customer is to ensure that the site is available, suitable, and prepared for the works, including ensuring appropriate access, laydown areas, working clearances, and connections.

Where site access is restricted, delayed or unavailable, EPC Renewables shall be entitled to recover reasonable costs incurred as a result and to an extension of time.

3.2 Site Information and Conditions

The Customer remains responsible for site conditions not expressly assumed by EPC Renewables, including latent conditions, structural limitations, hazardous materials, contamination, undocumented or incorrectly documented services, existing electrical infrastructure and third party infrastructure unless otherwise stated in the Contract. If EPC Renewables encounters a physical or site condition that was not reasonably apparent from the information made available before the Contract and that materially affects the Works, EPC Renewables shall notify the Customer as soon as reasonably practicable. The condition shall be treated as a Variation to the extent it causes additional work, cost, disruption or delay, except to the extent the condition was expressly included in EPC Renewables' priced scope.

The customer remains responsible for site conditions not expressly assumed by EPC Renewables, including latent conditions, structural limitations, hazardous materials, and third party infrastructure unless otherwise stated in a contract.

3.3 Payment Obligations

The customer shall make all payments in accordance with the payment milestones and timeframes outlined in a contract.

The customer shall not withhold payment due to minor defects, commissioning dependencies, or matters capable or remediation, subject to EPC Renewables obligations under a contract.

Failure to make payment when due, constitutes a material breach and entitles EPC Renewables to exercise its rights under a contract, including suspension of works.

3.4 Variations and Changes

The customer shall not require or permit any changes to the scope, design, or sequencing of works except through a written variation agreed in accordance with a contract.

Any client directed change that impacts scope, cost, program, or method constitutes a variation.

3.5 Compensation

The customer is to compensate EPC Renewables against claims, losses, or liabilities arising from:

1. a) site conditions or hazards not disclosed to EPC Renewables;
2. b) inaccurate or incomplete customer provided information;
3. c) failure to obtain required approvals or consents;
4. d) acts or omissions of third parties under the customer’s control.

3.6 HSE Requirements

EPC Renewables shall comply with all applicable Work Health and Safety legislation and maintain a Project Health, Safety and Environmental Management System appropriate to the scope of works. The Customer shall provide a safe working environment and notify EPC Renewables of any known hazards, contamination, asbestos, hazardous substances or site specific safety requirement

4. Payment Milestones

The Contract Price is a fixed price for the Works expressly included in the Contract Scope and is inclusive of EPC Renewables' ordinary costs, overheads, profit and duties. Unless the Contract expressly states that pricing is GST inclusive, all prices are exclusive of GST, which will be payable in addition upon receipt of a valid tax invoice.

The Contract Price is subject only to adjustments permitted by the Contract, including approved Variations, compensable delay, latent conditions, changes in law or mandatory standards, changed authority or network requirements, and any other expressly stated price adjustment mechanism.

This price represents the maximum amount payable by the customer for the works, subject only to adjustments arising from approved variations or extensions of time in accordance with a contract.

4.2 Payment milestones

Unless otherwise stated, payment shall be made upon achievement of the following milestones:

4.3 Invoicing and Payment Terms

EPC Renewables may issue a tax invoice upon achievement of each payment milestone.

The customer shall pay each invoice in cleared funds within the timeframe specified, calculated from the date of issue from the invoice.

The customer is not to withhold or delay payment due to minor defects, outstanding punch list items, or matters capable of rectification, without prejudice to EPC Renewables defects obligations under a contract.

5. Risk, Title and Warranty

5.1 Titles to Goods

Title in all goods, equipment, and materials supplied by EPC Renewables as part of the works will not pass to the customer until EPC Renewables has received payment of the Contract Price in full, including any amounts payable as a result of approved variations.

5.2 Risk in Goods and Works

Risk in goods supplied under a contract will transfer to the customer upon delivery of the goods to the site, except to the extent that loss or damage arises from EPC Renewables negligence or breach of a contract.

Risk in works will transfer to the customer at practical completion.

5.3 Warranties

EPC Renewables warrants that:

1. a) the works will be performed in accordance with a contract and good industry practice;
2. b) the system, at practical completion, will be free from material defects arising from defective workmanship;
3. c) the works will comply with applicable Australian standards and regulatory requirements in force at the time of installation.

EPC Renewables sole obligation under any workmanship warranty shall be repair, replacement or rectification of defective work. No warranty shall extend to consequential loss, economic loss, loss of production, loss of revenue or loss of profit.

5.4 Manufacturer Warranties

Manufacturer warranties applicable to the equipment supplied as part of the works shall be passed through to the customer to the extent permitted by the manufacturer.

EPC Renewables does not warrant the performance of third party equipment beyond the terms of the applicable manufacturer warranties.

5.5 Performance and Financial Outcomes

The Customer acknowledges that any energy production estimates, battery modelling, arbitrage modelling, demand reduction modelling, financial forecasts, investment returns, carbon outcomes, emissions reductions, tariff assumptions, savings calculations or other performance projections provided by EPC Renewables are indicative only.

Unless expressly stated, EPC Renewables does not warrant, guarantee or represent that the System will achieve any specific:

1. a) Energy yield
2. b) Financial saving
3. c) Return on investment
4. d) Battery revenue
5. e) Arbitrage revenue
6. f) FCAS revenue
7. g) Demand charge reduction
8. h) Carbon reduction outcome
9. i) Payback period
10. j) Asset utilisation rate

Actual performance may vary due to weather conditions, customer consumption patterns, equipment availability, network constraints, market pricing, regulatory changes and other matters outside EPC Renewables reasonable control.

No performance guarantee, energy guarantee, battery availability guarantee, demand reduction guarantee, revenue guarantee or operational guarantee shall apply unless expressly stated

1. a) Any energy yield estimate provided by EPC Renewables is based upon modelling assumptions, historical weather data and operating assumptions available at the time of preparation. EPC Renewables does not warrant actual energy generation unless expressly stated. Any Energy Yield Guarantee shall be subject to exclusions including weather variation, shading, curtailment, network constraints, outages, maintenance events, force majeure and Customer operational changes.

5.6 Operations and Maintenance

Following Practical Completion, EPC Renewables shall have no obligation to monitor, maintain, optimise, dispatch, operate or manage the System unless expressly stated.

Where Operations and Maintenance Services are provided, those obligations shall be governed exclusively and not by the EPC delivery obligations contained within a contract.

5.7 Defects Liability Period

Unless otherwise stated, the Defects Liability Period shall be twelve (12) months from Practical Completion.

EPC Renewables shall rectify defects arising from defective workmanship notified during the Defects Liability Period.

The Defects Liability Period shall not apply to:

1. a) Fair wear and tear
2. b) Customer misuse
3. c) Unauthorised modification
4. d) Failure to maintain the System
5. e) Third party interference
6. f) Manufacturer defects
7. g) Grid or network related events
8. h) Operation outside manufacturer specifications

The Customer shall provide EPC Renewables a reasonable opportunity to inspect and rectify any alleged defect prior to engaging third parties. EPC Renewables shall not be responsible for third party rectification costs unless previously agreed in writing.

5.8 Manufacturer Warranties

Manufacturer warranties are provided on a pass through basis only.

EPC Renewables shall reasonably assist the Customer in administering warranty claims but shall not assume liability beyond the obligations provided by the applicable manufacturer.

Any warranty claim remains subject to manufacturer assessment and approval.

EPC Renewables sole obligation under any workmanship warranty shall be repair, replacement or rectification of defective work. No warranty shall extend to consequential loss, economic loss, loss of production, loss of revenue or loss of profit.

5.9 Battery Energy Storage Systems

Where the System includes a Battery Energy Storage System (BESS), the Customer acknowledges that battery operation and revenue generation are dependent upon:

1. a) Market conditions
2. b) Electricity pricing
3. c) Network constraints
4. d) Software optimisation
5. e) Regulatory frameworks
6. f) Asset availability
7. g) Operating strategies

Unless expressly stated, EPC Renewables does not guarantee battery revenues, arbitrage revenues, FCAS revenues, demand management outcomes or market participation outcomes.

1. a) EPC Renewables does not provide any guarantee regarding battery capacity retention, state of health, round trip efficiency, system availability, dispatch capability, market participation capability or operational utilisation unless expressly stated or the applicable manufacturer's warranty documentation.

5.7 Excluded Risks

Without limiting other provisions of a contract, EPC Renewables is not responsible for:

1. a) loss of revenue, energy yield, or financial performance of the system
2. b) changes in laws, standards, tariffs, or regulatory frameworks after installation
3. c) grid constraints, export limitations, or DNSP operational requirements
4. d) delays or failures caused by third party approvals or network operators

6. Limitation of Liability

To the fullest extent permitted by law, EPC Renewables shall not be liable for any indirect, consequential, incidental, special or economic loss arising from or in connection with a contract.

Without limitation, EPC Renewables shall not be liable for:

1. a) Loss of profit
2. b) Loss of revenue
3. c) Loss of energy yield
4. d) Loss of savings
5. e) Loss of business opportunity
6. f) Business interruption
7. g) Market trading losses
8. h) Loss of environmental certificates
9. i) Loss of carbon credits
10. j) Network export constraints

Subject to applicable law, EPC Renewables total aggregate liability arising under or in connection with a contract shall not exceed the total Contract Price.

Nothing in this clause excludes liability which cannot lawfully be excluded.

The aggregate liability cap shall apply collectively to all claims arising under or in connection with the Contract, whether arising in contract, tort, statute, equity or otherwise.

7.1 Customer Indemnity

The Customer indemnifies EPC Renewables against direct claims, losses, damages, costs and liabilities to the extent arising from:

1. a) inaccurate, incomplete or misleading information, instructions or documentation provided by or on behalf of the Customer;
2. b) site conditions, hazards, contamination or existing services within the Customer's responsibility and not disclosed to EPC Renewables;
3. c) failure by the Customer to obtain or maintain approvals, consents or permissions allocated to the Customer under the Contract; and
4. d) negligent or wrongful acts or omissions of the Customer, its employees, contractors, occupants or third parties under its control, except to the extent caused or contributed to by EPC Renewables.

7.2 EPC Renewables Indemnity

EPC Renewables indemnifies the Customer against direct loss, direct property damage and personal injury to the extent caused by EPC Renewables' negligence, breach of Contract or wilful misconduct. This indemnity excludes indirect, consequential, economic and business losses, except to the extent a limitation is prohibited by law.

Acts or omissions of the customer, its employees, contractors, occupants, or other third parties under the customers control that interfere or affect the works

No Variation to the scope, specification, programme, methodology or Contract Price will apply unless agreed in writing by both parties, except that EPC Renewables may undertake work reasonably necessary to address an immediate safety, statutory, compliance or asset protection requirement where delay in obtaining prior approval would be impracticable. EPC Renewables shall notify the Customer as soon as reasonably practicable and the reasonable cost and time consequences shall be treated as a Variation.

A Customer request, instruction, omission or condition that changes the Works, including a change arising from site conditions, Customer information, approvals, network or authority requirements, sequencing, access constraints, delay, change in law or mandatory standard, shall constitute a Variation to the extent it affects cost, scope, design, methodology or programme.

A Variation may include adjustments to the Contract Price, payment milestones and time for performance. EPC Renewables is not required to commence a Variation until the parties have agreed the Variation in writing, except as permitted above for urgent safety, compliance or asset protection work.

A variation may include adjustments to the contract price, payment milestones, and time for performance. EPC Renewables is not required to commence a variation until the parties have agreed the variation in writing, except where necessary to address safety or compliance requirements.

8.1 Liquidated Damages

Liquidated Damages shall only apply where expressly stated.

Where Liquidated Damages apply:

1. a) They shall be the Customer's sole remedy for delay;
2. b) They shall only apply to delays solely attributable to EPC Renewables;
3. c) Where Liquidated Damages are expressly stated to apply, the applicable rate and aggregate cap shall be those stated in the project specific Contract or Schedule. In all cases, the aggregate cap on Liquidated Damages shall not exceed ten percent (10%) of the Contract Price.
4. d) If the project specific Contract does not expressly state a Liquidated Damages rate, no Liquidated Damages apply.

Liquidated Damages shall be the Customer's sole and exclusive monetary remedy for delay to Practical Completion to the extent such delay is solely attributable to EPC Renewables. General damages shall not be recoverable for the same delay, and there shall be no double recovery.

Liquidated Damages shall constitute the Customer's sole and exclusive remedy for delay or performance shortfall where such damages are expressly provided for.

8.2 Extension of Time

EPC Renewables shall be entitled to a reasonable Extension of Time for delays arising from:

1. a) Customer caused delay
2. b) Variations
3. c) Authority approvals
4. d) DNSP approvals
5. e) NSP requirements
6. f) AEMO requirements
7. g) Market registration
8. h) Utility delays
9. i) Supply chain disruption
10. j) Industrial action
11. k) Adverse weather
12. l) Any event outside EPC Renewables' reasonable control.

Force Majure

Neither Party shall be liable for delay or failure to perform obligations to the extent caused by Force Majeure, including natural disasters, severe weather, industrial disputes, war, civil unrest, epidemic, pandemic, government action, utility outages, network constraints, supply chain disruption or any event beyond the reasonable control of the affected Party.

9. Termination

9.1 Termination for breach

Either Party may terminate a contract where the other Party commits a material breach and fails to remedy that breach within fifteen (15) Business Days after receiving written notice

9.2 Termination for non payment

EPC Renewables may terminate a contract immediately by written notice if the customer fails to make any payment when due and such failure continues after written notice.

9.3 Suspension of works

EPC Renewables may suspend the works where:

1. a) payment is not made when due;
2. b) the site is unsafe or access is not provided;
3. c) required approvals or instructions are not provided;
4. d) Upon termination, EPC Renewables is entitled to payment for:
   1. i. all Works properly performed up to the effective termination date;
   2. ii. all goods and equipment supplied, ordered or committed for the Project;
   3. iii. non cancellable procurement commitments and supplier cancellation or restocking charges;
   4. iv. reasonable demobilisation, removal, storage and make safe costs;
   5. v. approved Variations and accrued delay costs; and
   6. vi. any other amount properly due under the Contract.

Title to unpaid goods remains with EPC Renewables subject to applicable law and any agreed financier rights.

9.4 Termination for Convenience

A Customer may terminate for convenience only where that right is expressly stated in the project specific Contract. If exercised, EPC Renewables shall be entitled to the payments described in Clause 9.4 together with reasonable costs directly resulting from the termination. Unless expressly agreed otherwise, EPC Renewables shall not be liable for the Customer's loss of anticipated benefit, revenue or profit arising from a termination for convenience.

9.5 Effect of termination

Upon termination, EPC Renewables is entitled to payment for all works performed, goods supplied, and costs incurred up to the date of termination, including demoilisation and committed procurement costs.

9.6 Financier Rights

Where the System is financed by a lender or security provider, EPC Renewables may grant security interests over the System and associated equipment.

The Customer shall provide reasonable access to EPC Renewables, its financiers, receivers, administrators or authorised representatives for the purpose of inspection, maintenance, recovery, removal or realisation of secured equipment.

10. Governing Law

A contract is governed by and construed in accordance with the laws of the state or territory in which the system is installed.

The parties submit to the non exclusive jurisdiction of the courts of Australia and the courts of the relevant state or territory.

Each party will comply with all applicable laws, regulations, and statutory requirements in connection with the performance of a contract.

10.1 Intellectual Property

All pre existing and independently developed intellectual property, engineering methodologies, software, software configurations, templates, calculations, reports, models, specifications, control strategies, commercial models, procurement methodologies and proprietary know how of EPC Renewables ("Background IP") remain the property of EPC Renewables. Project specific deliverables prepared for the Customer do not transfer ownership of EPC Renewables' Background IP unless expressly agreed in writing.

Subject to full payment of all amounts due, the Customer is granted a perpetual, non exclusive, non transferable (except with the System or to its financier/operator) licence to use the project specific deliverables and embedded Background IP solely to own, operate, maintain, repair and modify the System for its intended purpose. The Customer may provide those materials to its professional advisers, operators and maintenance contractors on a need to know basis subject to equivalent confidentiality obligations.

10.2 Confidentiality

Neither Party shall disclose confidential commercial, technical or financial information relating to the Contract without prior written consent of the other Party, except where disclosure is required by law or to financiers, insurers, auditors, legal advisers or professional consultants.

10.3 PPSA

The Customer acknowledges that EPC Renewables may register security interests under the Personal Property Securities Act 2009 (Cth).

The Customer shall do all things reasonably required to enable EPC Renewables to perfect and maintain such security interests.

10.4 Set Off

The Customer shall not withhold, deduct or set off any amount payable under a contract except where required by law.

10.5 Dispute Resolution

Prior to commencing legal proceedings, the Parties shall:

1. a) Meet through senior management representatives and attempt resolution in good faith
2. b) Refer the dispute to mediation if unresolved within fourteen (14) days
3. c) Commence litigation only where mediation fails

Nothing in this clause prevents a Party seeking urgent interlocutory relief.

The Parties shall continue performing their obligations under the Contract during any dispute unless the dispute relates to non payment, safety, insolvency or termination.

10.6 Assignment and Novation

EPC Renewables may assign or novate the Contract to a related body corporate, project special purpose vehicle or financier on written notice to the Customer, provided the assignee is capable of performing the relevant obligations. Any other assignment or novation by either party requires the other party's prior written consent, which shall not be unreasonably withheld or delayed.

10.7 Notices

A notice under the Contract must be in writing and delivered by hand or email to the authorised representative or address stated in the Contract. An email notice is deemed received when sent unless the sender receives an automated non delivery notice, provided that a notice sent after 5:00 pm on a Business Day is deemed received on the next Business Day.

10.8 General

If any provision of the Contract is invalid or unenforceable it will be severed to the minimum extent necessary and the remaining provisions continue in force. A waiver is effective only if in writing and does not constitute a continuing waiver. Provisions concerning payment, confidentiality, intellectual property, liability, indemnity, PPSA, dispute resolution and accrued rights survive completion, expiry or termination to the extent necessary to give them effect. The Contract may be executed electronically and in counterparts.

11. Entire Agreement

A Contract constitutes the entire agreement between the parties and supersedes all prior negotiations, proposals, or correspondence.