ţţ�㷨

Sales Terms and Conditions

These sales terms and conditions constitute the entire agreement ("Terms") between enphase energy, inc. ("ţţ�㷨") and the buyer ("Buyer") with respect to buyer’s purchase of microinverters, enphase iq gateway, iq batteries, and other enphase products, whether enphase or third party branded, (collectively, "Products") unless the parties have entered into a separate written agreement signed by authorized representatives of each party governing buyer's purchase of such products (in which case that separate written agreement will apply in lieu of these terms). ţţ�㷨 will not be bound by any terms of buyer's order that are in addition to or inconsistent with the terms herein. Acceptance by buyer of these terms will be deemed made at the earlier of buyer's (1) acceptance or acknowledgment of receipt of these terms without written objection thereto, (2) placement of a purchase order with enphase that refers to a valid enphase quotation or these terms, or (3) failure to deliver to enphase written notice of its rejection of these terms within 5 days following receipt of these terms.

1. General:

These Terms apply to all quotations, purchase orders, and acknowledgments relating to the Products. Acceptance of any Buyer order by ţţ�㷨 is made only on the express condition that the terms and conditions of these Terms shall govern. ţţ�㷨's failure to object to provisions contained in any communication from Buyer will not be deemed a waiver of any provision herein. Any additional or different terms proposed by Buyer shall be deemed material, are objected to, and are hereby rejected unless specifically accepted in a signed writing by an authorized representative of ţţ�㷨.

2. Taxes, Payment, Security Interest:

All prices are exclusive of all withholding, excise, sales, use and similar taxes, fees, charges, duties, and assessments, in each case imposed by any governmental authority on the transactions, shipments, or amounts payable hereunder, except taxes on ţţ�㷨's income which shall be ţţ�㷨's responsibility, (collectively, "Taxes"). Buyer will reimburse ţţ�㷨 for any Taxes. Terms of payment are net 30 days from date of invoice unless prepayment is required by ţţ�㷨. In case of late or non-payment, Buyer will automatically be in default without a notice to that effect (or a grace period) being required. All payments will be made in U.S. dollars, unless otherwise agreed in writing. ţţ�㷨 has the right to charge interest on late payments at the rate of 1.5% per month, or the maximum amount allowed by law, if lower, from the due date until paid. ţţ�㷨 may at any time change its payment terms, including requiring payment prior to delivery. If any proceeding is brought by or against Buyer under bankruptcy or insolvency laws, ţţ�㷨 has the right to cancel any outstanding orders. Until full payment has been received, ţţ�㷨 reserves a purchase money security interest in the Products sold hereunder and all proceeds thereof. Buyer agrees to execute any document appropriate or necessary to perfect the security interest of ţţ�㷨, or ţţ�㷨 may file these Terms and/or any invoice as a financing statement and/or chattel mortgage. ţţ�㷨 reserves all rights granted to a secured creditor under the California Commercial Code or other applicable law, including the right to repossess the Products upon default by Buyer. Buyer agrees to assist in ţţ�㷨's repossession of the Products upon such default.

3. Title; Delivery; Acceptance; Cancelation:

Products will be delivered F.C.A. (Incoterms 2010) ţţ�㷨's plant or shipping point designated by ţţ�㷨, at which point the following shall pass from ţţ�㷨 to Buyer: (i) title to the units of Products (other than the Embedded Software defined in Section 6 below) and (ii) risk of loss. Buyer shall pay, or reimburse ţţ�㷨, for all transportation and freight charges and charges for insurance against loss or damage. ţţ�㷨 may make partial shipments of the Products. Buyer acknowledges and agrees that all shipping dates are estimates only. All Products will be deemed accepted upon delivery to the Buyer's designated agent or common carrier, and Buyer waives any right of revocation. Upon acceptance by ţţ�㷨, all orders shall be non-cancelable. Orders can only be rescheduled with the written acceptance of ţţ�㷨 in the form of an updated order acknowledgment reflecting the new delivery date. Buyer will implement a first in first out (“FIFO”) inventory system for Buyer’s inventory of Products. Buyer will also manage the ordering, delivery and stocking of Products in a manner that will minimize the potential levels of excess or obsolete inventory of such Products. At no time will the Buyer sell Energy Storage Products that have been in inventory for more than twelve (12) months, nor any other Products that have been in inventory for more than twenty (20) months from the date such Products are tendered by ţţ�㷨 for delivery to or on behalf of Buyer.

4. ţţ�㷨 Service:

ţţ�㷨 provides a web-based service at in connection with certain Products ("ţţ�㷨 Service"). Buyer will, or Buyer will cause its customers to, inform each End User (defined below) of such Products that the use of the ţţ�㷨 Service is provided subject to ţţ�㷨's Terms of Service located at /legal/terms-of-service.

5. Proprietary Rights:

ţţ�㷨 retains ownership of all intellectual property rights in the Products (including the Embedded Software). The Products are offered for sale and sold on the condition in every case that, except as expressly set forth in Section 6, such sale does not convey any license, express or implied, under any intellectual property right of ţţ�㷨, and all such rights are reserved. There are no implied licenses in these Terms.

6. Embedded Software:

Embedded Software is provided under license and is not sold, notwithstanding the use of the word "sell" in these Terms. Subject to these Terms, ţţ�㷨 grants to Buyer a non-exclusive and non-transferable license, to sublicense on a non-exclusive and non-transferable basis to (a) its installers the right to execute and use the Embedded Software solely on the applicable Product in accordance with the applicable ţţ�㷨 documentation to install and configure the Product for use with the applicable End User's photovoltaic system and (b) End Users the right to execute and use the Embedded Software solely on the applicable Product in accordance with the applicable ţţ�㷨 documentation, for the End User's own internal purposes. Buyer shall not, and shall use reasonable efforts to ensure that no third party shall, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Embedded Software. "Embedded Software" means firmware and software embedded in the Products, and any modified, updated, or enhanced versions of such firmware or software provided by ţţ�㷨.

7. Limited Warranty; RMA:

Except for ţţ�㷨's standard limited warranty for End Users included with the Product (the "Limited Warranty"), ţţ�㷨 does not make any warranty or representation regarding the Products or these Terms. Limited Warranties for Products can be found at /warranty/. Buyer shall pass through the Limited Warranty to End Users. If Buyer is entitled to return to ţţ�㷨 any Products to ţţ�㷨, Buyer must comply with this Section. Returns will only be accepted under the following return merchandise authorization ("RMA") process. Before returning any Product to ţţ�㷨, Buyer must request an RMA. Upon issuance of the RMA, ţţ�㷨 will ship the replacement Product to the address specified. If ţţ�㷨 instructs the Buyer to scrap the non-conforming Product, the Buyer will scrap the non-conforming Product. If ţţ�㷨 instructs the Buyer to return the non-conforming Product, the Buyer shall place such Product into the replacement Product’s shipping carton (or packaging affording the same level of protection in shipment), print the pre-paid shipping label provided by ţţ�㷨 and display such RMA number prominently on the packaging for any such returned Product, then either call the shipping vendor or drop off the box at the nearest shipping location. ţţ�㷨 pays the return shipment on such authorized returns when the Buyer uses the pre-paid shipping label provided. If Buyer fails to use the pre-paid shipping label provided by ţţ�㷨, Buyer must prepay any and all shipping charges for Product returned to ţţ�㷨. ţţ�㷨 will not accept collect shipments. Any Products returned to ţţ�㷨 other than in accordance with these Terms may be refused by ţţ�㷨, at its sole discretion. Except as expressly provided in this section, to the maximum extent permitted by applicable law, the products are provided on an "As is" basis without any warranty whatsoever, and enphase and its suppliers expressly disclaim all warranties, express, implied, and statutory including the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement.

8. Limitation of liability:

products are not rated for life-support, critical or medical device uses. Buyer will not sell products for use as a primary or backup power source for life support or other medical equipment or for use where product failure could lead to injury, loss of life, or catastrophic property damage. Nothing in these terms is intended to limit either party's liability for death or personal injury resulting from such party's negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation. To the maximum extent permitted by applicable law, in no event will enphase or its suppliers be liable for any consequential, indirect, exemplary, special or incidental damages, or for any lost profits or lost data, arising from or relating to these terms or the products, even if enphase has been advised of the possibility of such damages. Additionally, to the maximum extent permitted by applicable law, enphase's total cumulative liability arising from or relating to these terms or the products, whether in contract or tort or otherwise, will not exceed the amounts paid to enphase hereunder for the specific product giving rise to the claim. ţţ�㷨 disclaims all liability of any kind of enphase's suppliers. The foregoing limitations of liability are independent of any exclusive remedies set forth in these terms.

9. Indemnity:

Buyer will defend, indemnify, and hold ţţ�㷨 and its affiliates, and their respective directors, employees, and agents, harmless from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) brought by third parties (including any distributor, installer or other customer of Buyer) resulting from or relating to: (a) any acts or omissions of Buyer, or its distributors, installers or agents, in marketing, selling, distributing, or installing the Products; or (b) any unauthorized representations, warranties, or guarantees made by Buyer or its distributors and installers, or any of Buyer's or its distributors', installers' or customers' employees or agents, relating to the Products. Under no circumstances shall Buyer enter into any settlement that involves an admission of liability, negligence or other culpability of ţţ�㷨 or requires ţţ�㷨 to contribute to the settlement without ţţ�㷨's prior written consent. ţţ�㷨 may participate and retain its own counsel at its own expense.

10. Governing Law:

The Terms shall be governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to any conflicts of laws principles that would require the laws of another jurisdiction to apply. Buyer and ţţ�㷨 consent to the exclusive jurisdiction of, and venue in, the state court of Alameda County, California, U.S.A., or the federal court of the Northern District of California, U.S.A., except nothing shall restrict ţţ�㷨 from seeking relief to protect its intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

11. Legal Compliance:

Buyer will at all times comply with all applicable laws and regulations, including (a) obtaining and complying with all reports, licenses, permits and authorizations required to perform hereunder, (b) obtaining and complying with all licenses and approvals required under all applicable export and import control laws and regulations including those of the U.S. Department of Treasury's Office of Foreign Assets Control and the U.S. Bureau of Industry and Security, (c) complying with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and similar applicable laws, and (d) not engaging in any unfair trade practice. Products and technical data delivered under these Terms are subject to U.S. export control laws.

12. Definitions:

• “End User” means any person or entity that acquires a Product not for further resale, redistribution, or transfer.

• "Energy Storage Products" means ţţ�㷨 energy storage Products, including IQ Battery Products and AC Battery Products.

13. General:

Buyer shall not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of ţţ�㷨. Any assignment in violation hereof shall be void. These Terms constitute the entire agreement between ţţ�㷨 and Buyer, and supersede all previous communications, course of dealing representations and agreements, whether oral or written, between Buyer and ţţ�㷨 with respect to the subject matter hereof. The Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by an officer of Buyer and ţţ�㷨, and no course of dealing or usage of trade may be invoked to modify these Terms. The failure by ţţ�㷨 to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions. If any provision of these Terms is unenforceable as written, the unenforceable provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in connection with the construction or interpretation of these Terms. The term "including" means "including without limitation".