Warranty Information

1. INTRODUCTION

This Performance Guarantee and Limited Warranty (this “Limited Warranty”) is Metro Industrial Services’s agreement to provide you warranties on the System you purchased. The System will be professionally installed by Metro Industrial Services at the address you listed in the agreement. We will refer to the installation location as your “Property” or your “Home.” This Limited Warranty begins when we start installing the System at your Home. We look forward to helping you produce clean, renewable solar power at your Home.

2. LIMITED WARRANTIES

(a) Limited Warranties

Metro Industrial Services warrants the System as follows:

(i) System Warranty

During the entire Term in agreement, under normal use and service conditions, the System will be free from defects in workmanship or defects in, or a breakdown of, materials or components (the “System Warranty”);

(ii) Roof Warranty

When we penetrate your roof during a System installation we will warrant roof damage we cause due to our roof penetrations. This roof warranty will run the longer of (A) one (1) year following the completion of the System installation; and (B) the length of any existing installation warranty or new home builder performance standard for your roof (the “Roof Warranty Period”); and

(iii) Repair Promise

During the entire Term, Metro Industrial Services will honor the System Warranty and will repair or replace any defective part, material or component or correct any defective workmanship, at no cost or expense to you (including all labor costs), when you submit a valid claim to us under this Limited Warranty (the “Repair Promise”). If we damage your Home, your belongings or your Property we will repair the damage we cause or pay you for the damage we cause as described in Section 6. Metro Industrial Services may use new or reconditioned parts when making repairs or replacements. Metro Industrial Services may also, at no additional cost to you, upgrade or add to any part of the System to ensure that it performs according to the guarantees set forth in this Limited Warranty. Cosmetic repairs that do not involve safety or performance shall be made at Metro Industrial Services’s discretion.

(b) Warranty Length

(i) The warranties in Sections 2(a)(i) and (a)(iii) above will start when we begin installing the System at your Home and continue through the entire Term but never less than ten (10) years. Thus, for as long as you purchased the System from Metro Industrial Services, you will have a System Warranty and our Repair Promise.

(ii) The Roof Warranty Period may be shorter than the System Warranty, as described in Section 2(a)(ii) above.

(iii) If you have assumed an existing Lease, then this Limited Warranty will cover you for the remaining balance of the existing Lease Term.

(c) Performance Warranties and Guarantee

(i) Power Production Guarantee

Metro Industrial Services guarantees that during the Term the System will generate the guaranteed kilowatt-hours (kWh) (“Guaranteed kWh”) in the table set forth in appendix A.

A.

Example Guaranteed kWhExample Actual kWhExample Guaranteed $/kWh Energy PriceExample Payment to You
10,0009,500$0.30$150

If at the end of each successive twenty four (24) month anniversary of your first monthly payment the cumulative Actual kWh (defined below) generated by the System is less than the Guaranteed kWh, then we will send you a refund cheque equal to the difference between the cumulative Actual kWh and the Guaranteed kWh multiplied by the Guaranteed Energy Price per kWh (defined below). If you make that request within thirty (30) days after the end of a twenty four (24) month period as described above, we will make the payment for that period within thirty (30) days after our receipt of your request. Your cumulative Actual kWh is dependent on a shading percentage of 12 % on your Home. If this shading percentage increases, your Guaranteed Actual kWh will be reduced proportionately, this is calculated on the day of install by Metro Industrial Services’s Installers.

For example, if the first twenty four (24) month period commences on October 1, 2013 and ends on September 30, 2015, and the energy the System was supposed to generate is less than the energy the system was guaranteed to generate during such twenty four (24) month period, we will pay you the difference in the Actual kWh and the Guaranteed kWh multiplied by the Guaranteed Energy price per kWh within thirty (30) days after we receive your request. See the table below for a real world example.

B.

If at the end of each successive twenty (24) month anniversary of your first monthly payment the Actual kWh is greater than the Guaranteed kWh during any twenty four (24) month period, this surplus will be carried over and

Will be used to offset any deficits that may occur in the future. If over the course of the Term your System produces more energy than the Guaranteed Output then this additional energy is yours at no additional cost.

“Actual kWh” means the AC electricity produced by your System in kilowatt-hours measured and recorded by Metro Industrial Services during each successive twenty four (24) month anniversary of your first monthly payment. To measure the Actual kWh we will use the Power Tracker Monitoring Service or to the extent such services are not available, we will estimate the Actual kWh by reasonable means.

“Guaranteed Energy Price per kWh” is set out in the table immediately after the first paragraph in Section 2(c)(i) above.

(ii) Power Tracker Monitoring

During the Term, we can provide you at no additional cost our Power Tracker Monitoring Service if we decided necessary (“Power Tracker”). Power Tracker is a proprietary monitoring system designed and installed by Metro Industrial Services that captures and displays historical energy generation data over an Internet connection and consists of hardware located on site and software hosted by Metro Industrial Services. If your System is not operating within normal ranges, Power Tracker will alert us and we will remedy any material issues promptly.

(iii) Output Warranty

The System’s electrical output during the first ten (10) years of the Term shall not decrease by more than Manufacture’s warranty. This output warranty is in addition to the Energy Production Guarantee in Section 2(c)(i) of this Exhibit 2 and you will be provided a refund cheque for underproduction as set forth in Section 2(c)(i).

(d) Maintenance and Operation

(i) General

When the System is installed Metro Industrial Services will provide you with a copy of its Solar Operation and Maintenance Guide. This Guide provides you with System operation and maintenance instructions, answers to frequently asked questions, troubleshooting tips and service information.

(ii) Power Tracker Monitoring

The Power Tracker service requires a high speed Internet line to operate. Therefore, during the Term, you agree to maintain the communication link between Power Tracker and the System and between Power Tracker and the Internet. You agree to maintain and make available, at your cost, a functioning indoor Internet connection with one available wired Ethernet port and standard AC power outlet within eighty (80) feet of the System’s AC/DC inverter(s). This communication link must be a 10/100 Mbps Ethernet connection that supports common Internet protocols (TCP/IP and DHCP). If you do not have and maintain a working high speed Internet line then (A) we will not be able to monitor the System and provide you with the Power Production Guarantee; and (B) you will be required to provide Metro Industrial Services with annual production information from your inverter.

(e) Making a Claim; Transferring this Warranty

(i) Claims Process

You can make a claim by:

  • emailing us at the email address in Section 7 below;
  • writing us a letter and sending it overnight mail with a well-known service; or
  • sending us a fax at the number in Section 7 below.

(ii) Transferable Limited Warranty

Metro Industrial Services will accept and honor any valid and properly submitted Warranty claim made during any Lease Term by any person who either purchases the System from you or to whom you properly transfer the Lease.

(f) Exclusions and Disclaimer

The limited warranties and guarantee provided in this Limited Warranty do not apply to any lost power production or any repair, replacement or correction required due to the following:

  • someone other than Metro Industrial Services or its approved service providers installed, removed, re-installed or repaired the System;
  • destruction or damage to the System or its ability to safely produce power not caused by Metro Industrial Services or its approved service providers while servicing the System (e.g. if a tree falls on the System we will replace the System per the Lease, but we will not repay you for power it did not produce);
  • your failure to perform, or breach of, your obligations under the Term (e.g. you modify or alter the System);
  • your breach of this Limited Warranty, including your being unavailable to provide access or assistance to us in diagnosing or repairing a problem, or your failing to maintain the System as stated in the Solar Operation and Maintenance Guide;
  • any Force Majeure Event (as defined below);
  • shading from foliage that is new growth or is not kept trimmed to its appearance on the date the System was installed;
  • any system failure or lost production not caused by a System defect (e.g. the System is not producing power because it has been removed to make roof repairs or you have required us to locate the inverter in a non-shaded area); and
  • theft of the System (e.g. if the System is stolen we will replace the System per the Lease, but we will not repay you for the power it did not produce).

This Limited Warranty gives you specific rights, and you may also have other rights which vary from state to state. This Limited Warranty does not warrant any specific electrical performance of the System, other than that described above.

THE LIMITED WARRANTIES DESCRIBED IN SECTIONS 2(a) and (c) ABOVE ARE THE ONLY EXPRESS WARRANTIES MADE BY METRO INDUSTRIAL SERVICES WITH RESPECT TO THE SYSTEM. METRO INDUSTRIAL SERVICES HEREBY DISCLAIMS, AND ANY BENEFICIARY OF THIS LIMITED WARRANTY HEREBY WAIVES, ANY WARRANTY WITH RESPECT TO ANY COST SAVINGS FROM USING THE SYSTEM. SOME STATES DO NOT ALLOW SUCH LIMITATIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

3. METRO INDUSTRIAL SERVICES’S STANDARDS

For the purpose of this Limited Warranty the standards for our performance will be (i) normal professional standards of performance within the solar photovoltaic power generation industry in the relevant market; and (ii) Prudent Electrical Practices. “Prudent Electrical Practices” means those practices, as changed from time to time, that are engaged in or approved by a significant portion of the solar power electrical generation industry operating in Australia to operate electrical equipment lawfully and with reasonable safety, dependability, efficiency and economy.

4. SYSTEM REPAIR, RELOCATION OR REMOVAL

(a) Repair.

You agree that if (i) the System needs any repairs that are not the responsibility of Metro Industrial Services under this Limited Warranty, (ii) the system needs to be removed and reinstalled to facilitate remodeling of your Home or (iii) the system is being relocated to another home you own pursuant to the Lease, you will have Metro Industrial Services, or another similarly qualified service provider, at your expense, perform such repairs, removal and reinstallation, or relocation on a time and materials basis.

(b) Removal/Moving.

Metro Industrial Services will remove and replace the System from your roof while roof repairs are being made for a fee. You will need to provide storage space for the System during such time. Where permitted, Metro Industrial Services will work with you to conduct an audit of your existing Home and new home to determine if a move is commercially feasible. If Metro Industrial Services determines that a move is commercially feasible, it will then move the System for an additional fee.

(c) Return.

If at the end of the Term you want to return the System to Metro Industrial Services under Section 17 of the Lease then Metro Industrial Services will remove the System at no cost to you. Metro Industrial Services will remove the posts, waterproof the post area and return the roof as close as is reasonably possible to its original condition before the System was installed (e.g. ordinary wear and tear and color variances due to manufacturing changes are excepted). Metro Industrial Services will warrant the waterproofing for one (1) year after it removes the System. You agree to reasonably cooperate with Metro Industrial Services in removing the System including providing necessary space, access and storage, and we will reasonably cooperate with you to schedule removal in a time and manner that minimizes inconvenience to you.

5. FORCE MAJEURE

If Metro Industrial Services is unable to perform all or some of its obligations under this Limited Warranty because of a Force Majeure Event, Metro Industrial Services will be excused from whatever performance is affected by the Force Majeure Event, provided that:

(a) Metro Industrial Services, as soon as is reasonably practical, gives you notice describing the Force Majeure Event;

(b) Metro Industrial Services’s suspension of its obligations is of no greater scope and of no longer duration than is required by the Force Majeure Event (i.e. when a Force Majeure Event is over, we will make repairs); and

(c) No Metro Industrial Services obligation that arose before the Force Majeure Event that could and should have been fully performed before such Force Majeure Event is excused as a result of such Force Majeure Event.

“Force Majeure Event” means any event, condition or circumstance beyond the control of and not caused by Metro Industrial Services’s fault or negligence. It shall include, without limitation, failure or interruption of the production, delivery or acceptance of power due to: an act of god; war (declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or actions of the elements; hurricane; flood; lightning; wind; drought; the binding order of any governmental authority (provided that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any governmental authority (provided that such action has been timely requested and diligently pursued); unavailability of power from the utility grid, equipment, supplies or products (but not to the extent that any such availability of any of the foregoing results from Metro Industrial Services’s failure to have exercised reasonable diligence); power or voltage surge caused by someone other than Metro Industrial Services including a grid supply voltage outside of the standard range specified by your utility; and failure of equipment not utilized by Metro Industrial Services or under its control.

6. LIMITATIONS ON LIABILITY

(a) No Consequential Damages

YOU MAY ONLY RECOVER DIRECT DAMAGES INCLUDING THOSE AMOUNTS DUE PURSUANT TO SECTIONS 2(c) AND 6(C) UNDER THIS LIMITED WARRANTY, AND IN NO EVENT SHALL SOLARCITY OR ITS AGENTS OR SUBCONTRACTORS BE LIABLE TO YOU OR YOUR ASSIGNS FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b) Limitation of Duration of Implied Warranties

ANY IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY ARISING UNDER STATE LAW, SHALL IN NO EVENT EXTEND PAST THE EXPIRATION OF ANY WARRANTY PERIOD IN THIS LIMITED WARRANTY. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(c) Limit of Liability

Notwithstanding any other provision of this Limited Warranty to the contrary, Metro Industrial Services’s total liability arising out of relating to this Limited Warranty shall in no event:

  • For System Replacement: exceed the greater of (a) the sum of the Lease payments over the Term of the Lease; and (b) the original cost of the System; and
  • For damages to your Home, Belongings and Property: exceed two million dollars ($2,000,000).

7. NOTICES

All notices under this Limited Warranty shall be made in the same manner as set forth in the Lease to the addresses listed below:

TO METRO INDUSTRIAL SERVICES:

Metro Industrial Services PTY LTD
6 Raylee Place, Lynbook, 
Victoria 3975 
Attention: Warranty Claims

TO YOU:

At the billing address in the Lease or any subsequent billing address you give us.

8. ASSIGNMENT AND TRANSFER OF THIS LIMITED WARRANTY

Metro Industrial Services may assign its rights or obligations under this Limited Warranty to a third party without your consent, provided that any assignment of Metro Industrial Services’s obligations under this Limited Warranty shall be to a party professionally and financially qualified to perform such obligation. This Limited Warranty protects only the person who leases the System. Your rights and obligations under this Limited Warranty will be automatically transferred to any person who purchases the System from you or to whom you properly transfer the Lease. This Limited Warranty contains the parties’ entire agreement regarding the limited warranty of the System.