DEFINITIONS

Direct Grid shall mean Direct Grid Technologies LLC  

Purchaser shall mean the entity which purchased the Products directly from Direct Grid (other than an authorized distributor of Direct Grid).

Products shall mean photovoltaic micro inverters.

Price shall mean the sum of money which Direct Grid was paid for the Product.

Limited Warranty Period shall mean 20 years from the date the Purchaser was delivered the Product.

WHAT DOES THE DIRECT GRID WARRANTY COVER?

Direct Grid’s warranty obligations are as set forth below (and in the full legal version of the Direct Grid
warranty document):

A. Years 1 through 3
For a period of three (3) years commencing from the date the Purchaser was delivered the Product, Direct Grid, at its option, shall repair or replace, any Product or parts thereof which prove to be defective in workmanship or material.

B. Years 4 and 5
During the fourth and fifth years from the date the Purchaser was delivered the Product, Direct Grid shall repair or replace, at Direct Grid’s option, any Product or parts thereof which prove to be defective in workmanship or material, however, the Purchaser shall be responsible to reimburse Direct Grid for all its labor costs in any repair.

C. Years 6 through 20
During the sixth through twentieth years from the date the Purchaser was delivered the Product, if any Product or parts thereof prove to be defective in workmanship or material, Direct Grid shall repair or replace, at Direct Grid’s option (or) Direct Grid shall reimburse the Purchaser an amount (payable in the currency in which Direct Grid paid for the Product) computed by multiplying the Price by 33% less 2.2% for each year of the Limited Warranty Period after the fifth (5th) year. For example, a warranty claim submitted in the eighth (8th) year shall be eligible for a payment computed as follows: Price x 26.4% (2.2 x 3 = 6.6, 33-6.6 = 26.4).

HOW TO GET SERVICE AND APPLICABLE CONDITIONS

The applicability of this Limited Warranty is subject to and conditioned upon the complete satisfaction of each and every condition set forth below:

A. If during the Limited Warranty period, Purchaser finds any Product to be defective, Purchaser shall inform Direct Grid without undue delay in writing, specifying in detail the defect. The notice shall be accompanied by a copy of the original purchase order and copy of official receipt noting the date of delivery. Upon request from Direct Grid, the Purchaser shall, at Purchaser’s expense, return the defective Product to Direct Grid for inspection. Purchaser shall provide Direct Grid, at the time the Product is returned, with proof that Purchaser has fully complied with the Products’ recommended preventative maintenance program.  Following such information and the inspection by Direct Grid, Direct Grid shall, within approximately four (4) weeks, advise Purchaser whether or not Direct Grid believes the Product is covered by the Limited Warranty.

B. Any shipping costs incurred with respect to the repair and/or replacement of any defective Product shall be borne by the Purchaser.

C. Any replaced or repaired Product shall be warranted for a period equal to the balance of the Limited Warranty Period of the original Product.

D. Any needed parts replacement will be made using new or remanufactured parts.

E. The decision to whether a Product should be repaired or replaced will be made by Direct Grid.

F. Parts scheduled to be replaced as required maintenance are warranted until their first replacement only.

Return Material Authorization Policy

Before returning a product directly to Direct Grid, you must obtain a Return Material Authorization (RMA) number and the correct factory "Ship To" address. Products must also be shipped prepaid. Product shipments will be refused and returned at your expense if they are unauthorized, returned without an RMA number clearly marked on the outside of the shipping box, or if they are shipped collect.

When you contact Direct Grid to obtain service, please have your instruction manual ready for reference and be prepared to supply:

• The serial number of your product

• Information about the installation and use of the unit

• Information about the failure and/or reason for the return

• A copy of your dated proof of purchase

Return Procedure

1. Package the unit safely, preferably using the original box and packing materials. Please ensure that your product is shipped fully insured in the original packaging or equivalent. This warranty will not apply where the product is damaged due to improper packaging.

2. Include the following:

• The RMA number supplied by Direct Grid technologies, LLC. clearly marked on the outside of the box.
• A return address where the unit can be shipped. Post office boxes are not acceptable.
• A contact telephone number where you can be reached during work hours.
• A brief description of the problem.

3. Ship the unit prepaid to the address provided by your Direct Grid customer service representative.

If you are returning a product from outside of the USA or Canada In addition to the above, you MUST include return freight funds and are fully responsible for all documents, duties, tariffs, and deposits.

How do you get service?
If your product requires troubleshooting or warranty service, contact Direct Grid at:

Phone: (631) 242-1900 (or) Email: info(at)directgrid.com

If issued an RMA number, Purchaser should return the product and label the package as follows:

Direct Grid Technologies, LLC
131 Heartland Blvd
Edgewood, NY 11717

Attn: Service Department RMA # (insert your issued RMA #)

EXCLUSIONS FROM WARRANTY

A. This Limited Warranty excludes and precludes all consequential, incidental, special and indirect damages.

B. This Limited Warranty is in lieu of and replaces all other warranties on the Product and its components both express and implied (including any warranties of merchantability or fitness for a particular purpose). There are no warranties which extend beyond the face hereof.

C. The Limited Warranty shall not apply in case of misuse, incorrect installation, abnormal conditions of operation, fire or other casualty, accidental damage, alteration or tampering, normal wear and tear, accidental, unusual physical or electrical stress or in the case the serial numbers of the Product have been removed or altered. In the event that any of the aforementioned exceptions applies, Purchaser shall reimburse Direct Grid for all fees, costs and expenses incurred by Direct Grid to analyze, repair or replace the non-defective Product and all shipping costs.

E. In no event shall Direct Grid be liable for the cost of transportation, labor, or other charges or adjustments, repairs, replacement of parts, installation, or other work which may be done to the Product by Purchaser, any Distributor, dealer, or other person.

MISCELLANEOUS

A. This Limited Warranty is not transferrable.

B. A Purchaser’s rights against Direct Grid as a result of a defective Product are limited to the rights set forth in this Limited Warranty which are the Purchaser’s sole and exclusive remedies

C. Direct Grid does not authorize any distributor or other person to create for it any obligation or liability in connection with the Products.

FORCE MAJEURE

Direct Grid will not incur any liability to the Purchaser if Direct Grid’s performance of any obligation under this Limited Warranty is delayed or prevented by any of the following events: a change in any law, rule, regulation or ordinance; any new law, rule regulation or ordinance; the requirements of any government or governmental entity or authority; war, riot, terrorist act, civil disorder or other hostilities; hurricanes, typhoons or other severe weather conditions; fire; earthquakes, floods and other natural disasters; epidemics and quarantines; damage to or destruction of Direct Grid’s facilities or those of any of its subcontractors or suppliers; interruption of electricity or of the supply of oil or gas or of any component of the Products; any other event or circumstance beyond the control of Direct Grid.

ARBITRATION

1. If at any time during the term of the Limited Warranty Period, any question, disagreement, or difference of opinion arises between the parties relative to the meaning or interpretation of this Limited Warranty, or the rights, duties, or obligations of the Purchaser or Direct Grid or if one party alleges the other is in default of its obligations, then in lieu of litigation in a court of law, such question, disagreement or difference or whether or not a default has occurred will be determined by arbitration conducted by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in force, applying the substantive law of the State of New York.

2. The arbitration shall be conducted in accordance with the procedures in this Limited Warranty and the rules of the AAA (“Rules”). In the event of a conflict between this Agreement and the Rules, the provisions of this Agreement shall control.

3. The parties hereby designate Suffolk County as the exclusive venue of such arbitration. The arbitration shall be conducted before a panel of three (3) arbitrators chosen in accordance with the rules of the AAA governing the appointment of arbitrators. Arbitration fees, charges and costs for the initial arbitration and any appeal (including the initial filing fee of the AAA for filing and administration of the matter) shall be borne and shared equally by the parties hereto and each party shall pay his own attorneys, experts and representatives. Two (2) arbitrators shall have at least ten (10) years experience as a lawyer or judge specializing in corporate and commercial matters and one arbitrator shall be a licensed electrical engineer with at least ten (10) years experience. No potential arbitrator (including an appellate arbitrator) may serve on the panel unless he or she has agreed in writing to abide and be bound by the provisions of this paragraph E.

4. Any issue concerning the extent to which any dispute between the parties is subject to arbitration, or concerning the applicability, interpretations, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators.

5. If there is a claim that a party is in default of its obligation under this Limited Warranty, the sole relief the arbitrators may give, is to make a finding that a default occurred and direct the defaulting party to comply with its obligation under this Limited Warranty. The arbitrators may not award damages or equitable relief or other relief. The parties expressly waive their right to obtain damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have the power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction.

6. The parties shall be entitled to engage in reasonable discovery, including requests for the production of relevant, non-privileged documents, and answers to a reasonable number of interrogatories. All issues regarding discovery requests shall be decided by the arbitrators. Each party shall also be entitled to take up to three (3) depositions for up to four (4) hours each. Additional depositions may be ordered by the arbitrators upon a showing of substantial need or that additional depositions will likely narrow the contested factual issues. Discovery shall be completed within three (3) months after service of the Demand for Arbitration.

7. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests.

8. The arbitrators will render a decision within thirty (30) days after the completion of all hearings. The decision shall be reflected in writing setting forth the basis for the decision in reasonably specific detail (including detailed findings of fact and conclusions of law). The decision of a majority of the arbitrators shall be final, binding and conclusive upon the parties hereto (unless appealed as provided herein) and may be entered as a judgment by a court of competent jurisdiction in accordance with the applicable rules for the confirmation of arbitration awards.

9. Either party may appeal the arbitrators’ decision to an appellate arbitration panel by filing with the AAA, within one (1) month after transmittal of the decision, a written brief, not to exceed twenty (20) pages, stating the reasons why the arbitrators’ decision should be reversed or modified. The opposing party shall file with the AAA and serve on the appealing party, within one (1) month after receiving the appeal brief, an opposition brief, not to exceed twenty (20) pages. Either party may request oral argument which must be conducted within one (1) month following the submission of the final brief.

10. The appellate arbitrators shall be comprised of three arbitrators, two (2) with at least ten (10) years of experience as an attorney or judge specializing in corporate or commercial matters and the third being a licensed electrical engineer with at least ten (10) years experience, all of whom shall be appointed by the AAA.

11. The appellate arbitrators shall be entitled to adopt the initial decision as its own, modify the initial decision or substitute its own decision for the initial decision. The appellate panel shall not modify or replace the initial decision except for clear errors of law or because of findings of fact are against the manifest weight of the evidence. The decision of the appellate arbitrators shall be final and binding, and judgment may be entered by a court having jurisdiction thereof. The decision may not be vacated by the court other than on the grounds specified in Section 10 of the Federal Arbitration Act or for manifest disregard of the law.

12. The parties hereto consent to the jurisdiction of the Supreme Court of the State of New York in and for Suffolk County for all purposes, if any, relating to said arbitration, including the entry of judgment upon any award rendered by the arbitrators and further agree that any process or notice of motion or other application to a Court or judge thereof in connection with the arbitration may be served outside of the State of New York by personal service or by registered or certified mail, return receipt requested, or by federal express, directed to the persons to whom notices under this Agreement are to be given provided a reasonable time for appearance is allowed.

13. Notwithstanding the foregoing, remedies of a temporary restraining order or preliminary injunction which, but for this agreement to arbitrate disputes, would be available, shall be available to the parties hereto but only up until the time the arbitration panel is constituted and able to hear a request for interim relief in accordance with the AAA Commercial Arbitration Rules. If a party to this Agreement commences a proceeding in a court of law that does not seek such interim relief, then the party that commenced the court proceeding shall pay the other party’s reasonable legal fees and expenses incurred by the other party in responding thereto.

NEW YORK LAW, NEW YORK COURT

The provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to principles of conflicts of law. Any litigation arising hereunder or relating hereto shall only be brought in the courts of the State of New York or the courts of the United States of America located in New York in either case in Suffolk County. The parties hereto consent to the exclusive jurisdiction and venue of such courts.

SEVERABILITY

If any provisions of this Limited Warranty shall be unenforceable or invalid, the same shall not affect the remaining provisions of this Limited Warranty and to this end the provisions of this Limited Warranty are intended to be and shall be severable.

WAIVE JURY TRIAL

The parties shall, and they hereby do, expressly waive trial by jury in any litigation arising out of, connected with, or relating to this Limited Warranty or the relationship created hereby. With respect to any matter for which a jury cannot be waived, the parties agree not to assert any such claim as a counterclaim in, nor move to consolidate such claim with, any action or proceeding in which a jury trial is waived.

NO ORAL MODIFICATIONS

Neither this Limited Warranty nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.

NO WAIVER

Direct Grid may not waive any of its rights or any obligation of the Purchaser or any provision of this Limited Warranty except by a written instrument signed by Direct Grid. The failure or delay of Direct Grid in the exercise of any right given to it hereunder or the waiver by Direct Grid of any condition hereunder for its benefit (unless the time specified herein for exercise of such right, or satisfaction of such condition, has expired) shall not constitute a waiver of any other or further right nor shall any single or partial exercise of any right preclude other or further exercise thereof or any other right. The waiver of any breach hereunder by Direct Grid shall not be deemed to be a waiver of any other or any subsequent breach hereof.

ENTIRE AGREEMENT

This Limited Warranty embodies and constitutes the entire understanding between the parties with respect to the subject matter of this Limited Warranty, and it supersedes all prior agreements, understandings, representations and statements, oral or written, and all prior dealings of the parties with respect to the subject matter hereof.