Terms & Conditions | Solar Nation

General Terms & Conditions

By signing or otherwise accepting the Proposal, Quotation and/or Service Order, the Customer acknowledges and agrees to be bound by these Terms and Conditions.

1. Acceptance of These Terms

1.1 Acceptance

The Customer may accept the Proposal and/or Service Order by:

(a) signing the Proposal or Service Order physically or electronically;

(b) providing written confirmation of acceptance, including by email;

(d) instructing Solar Nation Sdn. Bhd. (“SN”) to commence procurement, installation, authority application or other works relating to the System.

Any such acceptance shall constitute the Customer’s agreement to be bound by these Terms and Conditions.

1.2 Authority to Accept

Where the Customer is a company, firm, partnership, proprietorship, association or other legal entity, the person signing or accepting the Proposal and/or Service Order represents and warrants that he/she has the authority to bind the Customer.

The Customer shall not subsequently deny such authority where SN has reasonably relied upon such representation.

1.3 Parties

“Party” means either SN or the Customer and “Parties” means SN and the Customer collectively.

2. Customer Acknowledgement

2.1 Agreement Documents

Upon acceptance, the Customer agrees to be bound by:

(a) the Proposal and/or Quotation;

(b) the Service Order, if applicable;

(d) the System design and equipment specifications;

(e) the applicable warranty terms;

(f) these Terms and Conditions; and

(g) applicable requirements imposed by TNB, the Energy Commission, SEDA Malaysia and/or any other relevant Government Authority or Regulatory Authority.

2.2 Regulatory Requirements

The Customer acknowledges that the design, installation, connection, commissioning and operation of the System may be subject to applicable laws, regulations, technical requirements, utility requirements and approval procedures applicable at the relevant time.

2.3 Changes in Law

SN shall not be responsible for additional costs, delays or changes arising solely from changes in Applicable Law, regulatory requirements, utility requirements, electricity tariffs, government programmes or authority requirements occurring after acceptance of the Proposal.

Where such changes require additional works or costs, the same shall be treated as a variation where applicable.

3. Definitions

For the purposes of these Terms and Conditions:

3.1 “Agreement” means collectively the accepted Proposal, Quotation, Service Order, Scope of Work, System specifications, warranty terms and these Terms and Conditions.

3.2 “Customer” means the person, company, firm, organisation or entity identified in the Proposal, Quotation or Service Order.

3.3 “Contract Price” means the Grand Total stated in the accepted Proposal or Quotation, subject to approved variations and additional charges.

3.4 “System” means the solar photovoltaic system, equipment, components, materials and associated installation works specified in the Proposal and/or Scope of Work.

3.5 “Site” or “Property” means the premises, land, building, roof or structure at which the System is to be installed.

3.6 “Applicable Law” means all applicable Malaysian laws, statutes, regulations, by-laws, orders, rules, guidelines, codes, standards, requirements and directions issued by any competent Government Authority, Regulatory Authority or utility provider.

3.7 “Government Authority” means the Government of Malaysia and any ministry, department, local authority, municipality or governmental body having jurisdiction over the System or the Site.

3.8 “Regulatory Authority” includes the Energy Commission, Sustainable Energy Development Authority Malaysia (“SEDA Malaysia”) and any other authority having regulatory jurisdiction over the System.

3.9 “TNB” Means Tenaga Nasional Berhad and its relevant subsidiaries, divisions, representatives or authorised personnel.

3.10 “Variation” means any change to the System, equipment, capacity, design, Scope of Work, installation method, materials or services requested by the Customer or required as a result of site, regulatory or authority requirements after acceptance.

3.11 “Force Majeure Event” means any event beyond the reasonable control of the affected Party, including severe weather, flood, fire, natural disaster, epidemic, pandemic, war, civil disturbance, governmental restriction, utility interruption, authority delay, supply-chain disruption, shortage of materials, equipment unavailability or other circumstances materially affecting performance.

4. Site Survey, Representations and Customer Authorisation

4.1 Site Survey

The Customer consents to SN conducting a site survey and assessment for the purpose of preparing the Proposal, System design and Scope of Work.

4.2 Accuracy of Information

The Customer warrants that all information, documents, electricity bills, property information and other information provided to SN are accurate and complete to the best of the Customer’s knowledge.

SN shall be entitled to rely upon such information in preparing the Proposal and System design.

4.3 Ownership and Authority

The Customer warrants that:

(a) the Customer is the lawful owner of the Site or has obtained all necessary authority and consent from the owner;

(b) the Customer has authority to enter into the Agreement;

(c) the Customer has obtained all necessary consent from co-owners, landlords, management corporations, joint management bodies or other relevant parties, where applicable; and

(d) there is no restriction known to the Customer preventing installation or operation of the System.

4.4 Existing Conditions

The Customer shall disclose any known:

(a) roof defects or leakage;

(b) structural deficiencies;

(d) concealed services;

(e) hazardous materials;

(f) access restrictions; or

(g) other site conditions

which may reasonably affect the System or the works.

4.5 Limitations of Site Survey

The Customer acknowledges that a site survey is not necessarily a comprehensive structural, engineering, waterproofing or building-condition assessment.

Certain concealed or inaccessible conditions may not be identifiable during the site survey.

5. Site and Structural Conditions

5.1 Suitability

The proposed System is based on information and conditions reasonably observable during the assessment.

5.2 Excluded Works

Unless expressly stated in the Scope of Work, the Contract Price excludes:

(a) major roof repairs or replacement;

(b) structural strengthening;

(d) asbestos or hazardous-material removal;

(e) civil and building works;

(f) major electrical upgrading;

(g) scaffolding;

(h) crane or specialised lifting equipment;

(i) rectification of concealed defects;

(j) rectification of pre-existing electrical or roof defects; and

(k) any other work not expressly included in the Proposal.

5.3 Unforeseen Conditions

If unforeseen conditions are discovered before or during installation, SN shall notify the Customer where reasonably practicable.

Any additional work or cost shall be subject to a variation or separate quotation and Customer approval before proceeding, except where immediate action is reasonably required for safety or protection of property.

6. System Design and Equipment

6.1 Equipment

Equipment brands, models, quantities and principal specifications shall be as stated in the Proposal.

6.2 Substitution

If specified equipment becomes unavailable, discontinued or commercially impracticable to procure, SN may propose an equivalent or higher-specification alternative.

Any material substitution affecting price, functionality or warranty shall be communicated to the Customer before installation.

6.3 Final Design

The Customer acknowledges that final:

(a) panel positioning;

(b) inverter location;

(d) mounting arrangements;

(e) electrical connection;

(f) equipment location; and

(g) System configuration

may reasonably be adjusted to accommodate actual Site conditions, engineering requirements, safety requirements, equipment availability and authority or utility requirements.

7. Authority and Utility Applications

7.1 Applications

Where expressly included in the Scope of Work, SN shall coordinate and/or submit relevant applications to TNB, SEDA Malaysia, the Energy Commission and/or other relevant authorities.

7.2 Customer Cooperation

The Customer shall promptly provide all documents, signatures, authorisations and information reasonably required for such applications.

7.3 Approval

All approvals remain subject to the requirements and decisions of the relevant authorities and utility providers.

SN does not guarantee:

(a) approval of an application;

(b) any particular approval period;

(d) eligibility for any rebate or incentive;

(e) the amount of any incentive; or

(f) approval of any particular System capacity or grid connection.

7.4 Authority Charges

Any authority, utility, rectification, inspection, meter replacement, upgrading or other charge not expressly included in the Proposal shall be borne by the Customer where applicable.

8. Delivery, Installation and Commissioning

8.1 Installation

SN shall install the System at the Site in accordance with the accepted Proposal and Scope of Work, subject to reasonable adjustments required by actual Site conditions.

8.2 Installation Date

Any installation or completion date stated in the Proposal is an estimated date unless expressly agreed in writing as a fixed contractual date.

8.3 Lead Time

The indicative lead time is eight (8) to twelve (12) weeks, subject to material availability, site readiness, authority approvals, utility requirements and circumstances beyond SN’s reasonable control.

8.4 Delays

SN shall not be responsible for delays arising from:

(a) adverse weather;

(b) authority or utility processing;

(d) site conditions;

(e) material or equipment availability;

(f) supply-chain disruption;

(g) safety requirements;

(h) changes in Applicable Law; or

(i) Force Majeure Events.

8.5 Testing and Commissioning

Testing and commissioning shall be carried out following substantial completion of the System.

Where applicable, completion shall be evidenced by an Acceptance Form, commissioning record, work completion form or other document issued by SN.

8.6 Customer Attendance

The Customer or authorised representative shall be reasonably available for delivery, installation, inspection, testing and commissioning where required.

9. Customer Obligations

The Customer shall:

9.1 provide safe, reasonable and timely access to the Site;

9.2 ensure that the Site is reasonably ready for installation;

9.3 provide electricity bills, property documents, authority documents and other information reasonably required;

9.4 obtain any owner, landlord, management corporation or third-party consent required;

9.5 comply with reasonable instructions relating to safe operation of the System;

9.6 not interfere with, modify, relocate, dismantle or permit unauthorised persons to modify the System;

9.7 notify SN promptly of any fault, damage, abnormal operation or safety concern; and

9.8 comply with applicable TNB, authority and System operating requirements.

10. Contract Price and Payment

10.1 Contract Price

The Contract Price shall be the Grand Total stated in the accepted Proposal.

10.2 Payment Schedule

Unless otherwise stated in the Proposal, payment shall be made as follows:

(a) 10% upon acceptance of the Quotation;

(b) 35% prior to procurement of PV modules;

(d) 15% upon completion of PV module installation;

(e) 10% upon completion of electrical works; and

(f) 5% upon completion of testing and commissioning.

10.3 Payment Period

All invoices shall be paid within fourteen (14) days from the date of invoice.

10.4 Late Payment

Where payment remains outstanding after the due date, SN may impose late payment interest at the rate of eight per cent (8%) per annum, calculated on a daily basis from the due date until full settlement, subject to Applicable Law.

10.5 Suspension for Non-payment

SN may suspend procurement, delivery, installation, testing, commissioning or other works where any undisputed amount remains unpaid after the applicable due date, subject to written notice where reasonably practicable.

Any resulting delay shall entitle SN to an appropriate extension of time.

11. Variations and Additional Works

11.1 Customer Variations

Any Customer-requested change after acceptance shall constitute a Variation.

11.2 Additional Costs

Where a Variation affects the Contract Price or project schedule, SN shall notify the Customer of the applicable additional cost and/or extension of time.

11.3 Approval

Material additional works requiring additional payment shall be subject to Customer approval before commencement, except where immediate work is reasonably required for safety or protection of property.

12. System Performance, Generation and Savings

12.1 Estimates

All projected:

(a) electricity generation;

(b) electricity-bill savings;

(d) payback period;

(e) lifetime savings; and

(f) other financial projections

are estimates provided for illustration and planning purposes only.

12.2 No Guaranteed Financial Return

Unless expressly stated in writing as a contractual performance guarantee, such projections shall not constitute a guarantee of actual savings, generation, ROI or payback.

12.3 Factors Affecting Performance

Actual System performance may vary due to:

(a) solar irradiation;

(b) weather;

(d) electricity consumption;

(e) electricity tariffs;

(f) equipment performance;

(g) equipment degradation;

(h) system downtime;

(i) maintenance;

(j) grid conditions;

(k) regulatory changes; and

(l) other factors beyond SN’s reasonable control.

13. Warranty and Defects

13.1 Manufacturer Warranty

Equipment warranties shall be subject to the respective manufacturer’s warranty terms, conditions and exclusions.

13.2 Workmanship Warranty

Any workmanship warranty provided by SN shall be limited to the period and scope expressly stated in the Proposal.

13.3 Defects

Where a defect is attributable to SN’s workmanship or installation, SN shall, subject to the applicable warranty, repair or rectify the relevant defect within a reasonable period.

13.4 Exclusions

SN shall not be responsible for defects or damage caused by:

(a) misuse or negligence;

(b) unauthorised modification;

(d) third-party works;

(e) external electrical events;

(f) abnormal grid conditions;

(g) failure to follow operating or maintenance instructions;

(h) pre-existing Site defects;

(i) roof or structural failure;

(j) Force Majeure Events;

(k) physical damage caused after installation; or

(l) other exclusions under the applicable manufacturer’s warranty.

13.5 Statutory Rights

Nothing in these Terms and Conditions excludes or restricts any statutory right, warranty, guarantee or liability that cannot lawfully be excluded or restricted under Malaysian law.

14. Maintenance and Monitoring

14.1 Maintenance

Maintenance shall be provided only to the extent expressly included in the Proposal or applicable maintenance package.

14.2 Remote Monitoring

Where the System includes remote monitoring, the Customer shall reasonably maintain the required internet connectivity.

SN shall not be responsible for monitoring interruptions caused by the Customer’s internet service provider, network failure, router failure or other third-party connectivity issues.

14.3 Access

The Customer shall provide reasonable access to SN for inspection, maintenance, repair, warranty works, monitoring and replacement of defective components.

15. Ownership and Risk

15.1 Ownership

Unless otherwise expressly stated in the Proposal, ownership of equipment supplied shall pass to the Customer upon full payment of the applicable Contract Price.

15.2 Risk

Risk of loss or damage to the System shall pass to the Customer upon the earlier of:

(a) completion and acceptance of the installation; or

(b) the Customer taking possession or beneficial use of the System,

except to the extent that such loss or damage is caused by SN’s negligence, wilful misconduct or breach of contract.

15.3 Customer Restrictions

The Customer shall not knowingly permit unauthorised persons to dismantle, modify, relocate or interfere with the System.

16. Cancellation

16.1 Cancellation by Customer

If the Customer cancels after acceptance, SN may recover reasonable costs already incurred, including:

(a) engineering and design;

(b) authority applications;

(d) procurement;

(e) transportation and delivery;

(f) mobilisation; and

(g) works already performed.

16.2 Refund

Any refundable balance shall be returned after deduction of lawful and reasonable amounts properly due to SN.

17. Suspension and Termination

17.1 Suspension by SN

SN may suspend the works where:

(a) payment remains overdue;

(b) the Customer fails to provide required access;

(d) required approvals are unavailable;

(e) the Customer materially breaches the Agreement;

(f) continued work would contravene Applicable Law; or

(g) a Force Majeure Event materially prevents performance.

17.2 Termination for Customer Default

Where the Customer materially breaches the Agreement and fails to remedy such breach within a reasonable period after written notice, SN may terminate the Agreement subject to Applicable Law.

17.3 Termination for SN Default

Where SN materially breaches the Agreement and fails to remedy such breach within a reasonable period after receiving written notice from the Customer, the Customer may exercise any termination rights available under the Agreement or Applicable Law.

17.4 Regulatory Termination

Either Party may terminate where continued installation or operation of the System becomes unlawful or is prohibited by a competent authority.

18. Liability

18.1 General Liability

Each Party shall be responsible for loss or damage caused by its own negligence, breach of contract or wrongful act, subject to Applicable Law.

18.2 Third-Party Works

SN shall not be responsible for damage, defects or performance issues caused by unauthorised third-party works, modifications, repairs or interference.

18.3 Limitation

To the maximum extent permitted by Applicable Law, neither Party shall be liable for indirect or consequential loss arising solely from a breach of this Agreement, including loss of anticipated profits or savings, except where such exclusion is prohibited by law.

18.4 Non-Excludable Liability

Nothing in this Agreement shall exclude or restrict liability for fraud, death or personal injury caused by negligence, wilful misconduct, or any other liability which cannot lawfully be excluded or restricted under Malaysian law.

19. Customer Indemnity

To the extent permitted by Applicable Law, the Customer shall indemnify SN against reasonable losses, costs, damages and claims arising directly from:

(a) the Customer’s material breach of the Agreement;

(b) unauthorised modification or interference with the System;

(d) inaccurate information or representations provided by the Customer,

except to the extent caused by SN’s negligence, wilful misconduct or breach.

20. Force Majeure

20.1 Neither Party shall be liable for delay or failure to perform an obligation to the extent caused by a Force Majeure Event.

20.2 The affected Party shall notify the other Party within a reasonable period and shall take reasonable steps to mitigate the effects.

20.3 The project schedule shall be extended for a period reasonably corresponding to the delay caused by the Force Majeure Event.

21. Personal Data and Privacy

21.1 The Customer authorises SN to collect, use, process and disclose personal data reasonably required for:

(a) quotation and contract administration;

(b) credit or payment administration, where applicable;

(d) installation and commissioning;

(e) warranty and maintenance;

(f) after-sales service; and

(g) other purposes directly related to the System.

21.2 SN shall handle personal data in accordance with Applicable Law, including the Personal Data Protection Act 2010 (Act 709) and applicable amendments, regulations and guidelines.

21.3 Where reasonably required, SN may disclose relevant information to TNB, SEDA Malaysia, the Energy Commission, Government Authorities, utility providers, manufacturers, insurers, contractors and authorised service providers.

22. Anti-Bribery and Corruption

22.1 The Parties shall comply with applicable Malaysian anti-bribery and anti-corruption laws, including the Malaysian Anti-Corruption Commission Act 2009.

22.2 Neither Party shall offer, solicit, receive or provide any improper payment, benefit or advantage in connection with the Agreement.

22.3 A material breach of this clause shall entitle the non-defaulting Party to exercise any rights and remedies available under the Agreement and Applicable Law.

23. Intellectual Property

23.1 All intellectual property rights in SN’s proprietary designs, drawings, calculations, methodologies, software, documentation and other materials shall remain vested in SN or the relevant third-party owner.

23.2 The Customer shall not reproduce, reverse engineer, commercially exploit or distribute SN’s proprietary materials without prior written consent, except to the extent permitted by law.

24. Assignment and Transfer of Property

24.1 The Customer shall not assign or transfer its rights or obligations under the Agreement without SN’s prior written consent, such consent not to be unreasonably withheld where applicable.

24.2 Where the Customer intends to sell, transfer or otherwise dispose of the Property before completion of the Agreement, the Customer shall notify SN as soon as reasonably practicable.

24.3 Any transfer of the Property shall not automatically terminate or discharge the Customer’s obligations under the Agreement unless otherwise agreed in writing.

25. Confidentiality

Each Party shall keep confidential commercial, technical and other non-public information received from the other Party in connection with the Agreement, except where disclosure is required by law, regulatory authority, professional advisers, insurers, financiers or other persons with a legitimate need to know.

26. Environmental Attributes

Unless otherwise expressly stated in the Proposal, any environmental attributes, renewable energy certificates, carbon-related benefits or other environmental benefits legally attributable to the System shall be dealt with in accordance with the applicable programme rules and any specific written agreement between the Parties.

No transfer of such benefits shall be deemed to occur unless legally permissible and expressly provided for in the applicable Agreement.

27. Notices

27.1 Any notice under the Agreement may be delivered by:

(a) email;

(b) hand delivery;

(d) registered or prepaid post,

to the address or email address stated in the Proposal or the Customer’s latest notified contact details.

27.2 An electronic notice shall be deemed received on the next Business Day following successful transmission, unless the sender receives a delivery failure notification.

27.3 Notices relating to termination, material breach or legal proceedings should, where reasonably practicable, be issued in writing and clearly identify the relevant provision and action required.

28. Variation of Terms

28.1 Any material amendment to the Agreement shall be recorded in writing and acknowledged by both Parties.

28.2 SN may update its standard terms for future quotations. However, no amendment shall retrospectively modify the Customer’s substantive contractual obligations under an already accepted Agreement unless agreed by the Parties or permitted by Applicable Law.

29. Waiver

No failure or delay by either Party in exercising any right or remedy shall constitute a waiver of that right or remedy.

Any waiver shall be effective only if made in writing by the Party granting the waiver.

30. Entire Agreement

The accepted Proposal, Service Order, Scope of Work, System specifications, warranty terms and these Terms and Conditions constitute the entire agreement between the Parties concerning the System and supersede prior representations or understandings concerning the same subject matter, except for matters expressly incorporated into the Agreement.

31. Order of Priority

If there is any inconsistency between the documents forming the Agreement, the following order of priority shall apply:

These General Terms and Conditions;
Service Order / Acknowledgement and Acceptance;
Scope of Work and System Specifications;
Quotation / Commercial Summary;
Proposal and other supporting documents.

Where reasonably possible, the documents shall be interpreted consistently so as to give effect to all provisions.

32. Severability

If any provision of these Terms and Conditions is held to be invalid, unlawful or unenforceable, such provision shall, to the extent necessary, be severed or modified without affecting the validity or enforceability of the remaining provisions.

33. Stamp Duty and Taxes

Any applicable stamp duty, taxes, levies or government charges arising from the Agreement shall be borne by the Party responsible under Applicable Law, unless otherwise expressly stated in the Proposal.

Any applicable SST or other taxes legally chargeable on the supply of goods or services shall be payable by the Customer in addition to the Contract Price where applicable and properly chargeable.

34. Governing Law and Jurisdiction

34.1 The Agreement shall be governed by and construed in accordance with the laws of Malaysia.

34.2 The Parties shall first endeavour in good faith to resolve any dispute through discussion and negotiation.

34.3 Nothing in this clause prevents either Party from exercising any statutory right or commencing proceedings before a competent court or tribunal.

34.4 Subject to any mandatory statutory jurisdiction or dispute-resolution mechanism, the Parties submit to the jurisdiction of the competent courts of Malaysia.

35. Statutory Rights

Nothing in these Terms and Conditions shall exclude, restrict, waive or otherwise prejudice any right, remedy, warranty, guarantee or liability which cannot lawfully be excluded or restricted under Malaysian law.

Where any provision of the Agreement conflicts with a mandatory provision of Applicable Law, the mandatory provision shall prevail to the extent of the inconsistency.

36. Binding Effect

Upon acceptance by the Customer and confirmation by SN, the Proposal, Service Order and documents incorporated therein shall constitute a legally binding agreement between the Parties, subject to Applicable Law.

Terms & Conditions on Proposal

By accepting this Proposal and/or Service Order, the Customer acknowledges and agrees to be bound by the applicable Terms and Conditions of Solar Nation Sdn. Bhd. (“SN”), together with the accepted Proposal, Service Order, Scope of Work, System specifications and applicable warranty terms.

1. Acceptance

Acceptance may be made by signing the Proposal/Service Order, written confirmation, making payment, or instructing SN to commence procurement, installation, authority applications or other related works. Acceptance constitutes a binding agreement, subject to Applicable Law.

2. Site, Ownership and Customer Responsibilities

The Customer confirms that it has the necessary ownership, authority and consent to install the System at the Site. The Customer shall provide accurate information, documents and electricity bills, disclose known site defects or restrictions, provide safe and reasonable access, and obtain any required landlord, management corporation, co-owner or third-party approvals.

3. Site Conditions and Excluded Works

The Contract Price is based on reasonably observable Site conditions and the agreed Scope of Work. Unless expressly included, major roof repairs, structural strengthening, waterproofing, hazardous-material removal, civil works, major electrical upgrading, scaffolding, specialised lifting equipment and rectification of concealed or pre-existing defects are excluded.

Where unforeseen Site conditions or authority requirements require additional work, the additional work and associated cost may be treated as a Variation, subject to the applicable approval requirements.

4. System Design and Equipment

Equipment brands, models, quantities and principal specifications shall be as stated in the Proposal. SN may make reasonable adjustments to panel positioning, inverter location, cable routing, mounting arrangements and System configuration where required by actual Site conditions, engineering, safety, equipment availability or authority/utility requirements.

Where specified equipment becomes unavailable or discontinued, SN may propose an equivalent or higher-specification alternative. Any material change affecting price, functionality or warranty shall be communicated to the Customer.

5. Authority and Utility Approvals

Where included in the Scope of Work, SN may coordinate or submit applications to TNB, SEDA Malaysia, the Energy Commission and/or other relevant authorities.

All approvals remain subject to the requirements and decisions of the relevant authorities and utility providers. SN does not guarantee approval, processing time, System capacity, grid connection, eligibility for incentives or the amount of any incentive.

Authority, utility, inspection, meter replacement, upgrading or other charges not expressly included in the Proposal may be payable by the Customer where applicable.

6. Installation and Completion

Installation and completion dates are estimates unless expressly agreed in writing as fixed contractual dates. The indicative lead time is stated in the Proposal and remains subject to material availability, Site readiness, authority approvals, utility requirements and circumstances beyond SN’s reasonable control.

Testing and commissioning will be carried out following substantial completion, with completion evidenced by the applicable acceptance, commissioning or work completion documentation.

7. Contract Price and Payment

The Customer shall pay the Contract Price and any approved Variations in accordance with the payment schedule stated in the Proposal.

Unless otherwise stated, invoices are payable within fourteen (14) days. SN may charge late-payment interest at 8% per annum, calculated daily from the due date until payment, subject to Applicable Law.

SN may suspend works where undisputed amounts remain overdue after the applicable due date, subject to the applicable notice requirements.

8. Variations and Additional Works

Changes requested by the Customer after acceptance, or additional works required due to Site conditions, authority requirements, regulatory changes or other applicable circumstances, may constitute a Variation.

Where a Variation affects the Contract Price or project schedule, SN shall notify the Customer of the applicable additional cost and/or extension of time. Material additional works requiring additional payment shall generally require Customer approval before commencement, except where immediate action is reasonably necessary for safety or protection of property.

9. System Performance and Savings

All projected electricity generation, electricity-bill savings, ROI, payback period, lifetime savings and other financial projections are estimates for planning purposes only.

Unless expressly stated in writing as a contractual performance guarantee, such projections do not constitute a guarantee of actual generation, savings, ROI or payback.

Actual performance may be affected by solar irradiation, weather, shading, electricity consumption, tariffs, equipment performance and degradation, downtime, maintenance, grid conditions, regulatory changes and other factors.

10. Warranty and Defects

Equipment warranties are subject to the applicable manufacturer’s warranty terms, conditions and exclusions. Any SN workmanship warranty shall be limited to the period and scope expressly stated in the Proposal.

SN shall, subject to the applicable warranty, repair or rectify defects attributable to SN’s workmanship or installation within a reasonable period.

Warranty exclusions may include misuse, negligence, unauthorised modification or repair, third-party works, external electrical events, abnormal grid conditions, pre-existing Site defects, roof or structural failure, physical damage and Force Majeure Events.

Nothing in the Agreement excludes or restricts any statutory right or liability that cannot lawfully be excluded under Malaysian law.

11. Maintenance and Monitoring

Maintenance services are provided only where expressly included in the Proposal or applicable maintenance package.

Where remote monitoring is provided, the Customer shall maintain the required internet connectivity. SN is not responsible for monitoring interruptions caused by the Customer’s internet provider, network, router or other third-party connectivity issues.

12. Ownership and Risk

Unless otherwise stated, ownership of equipment supplied shall pass to the Customer upon full payment of the applicable Contract Price.

Risk of loss or damage shall generally pass to the Customer upon completion and acceptance of the installation or when the Customer takes possession or beneficial use of the System, except to the extent caused by SN’s negligence, wilful misconduct or breach of contract.

13. Cancellation, Suspension and Termination

If the Customer cancels after acceptance, SN may recover reasonable costs already incurred, including engineering, design, authority applications, specially ordered equipment, procurement, transportation, mobilisation and completed works.

SN may suspend works for reasons including overdue payment, lack of Site access, unsafe conditions, unavailable approvals, material Customer breach, legal/regulatory restrictions or Force Majeure Events.

Either Party may exercise applicable termination rights where the other Party materially breaches the Agreement and fails to remedy the breach within a reasonable period following written notice, subject to Applicable Law.

14. Liability and Indemnity

Each Party is responsible for loss or damage caused by its own negligence, breach of contract or wrongful act, subject to Applicable Law.

To the maximum extent permitted by law, neither Party shall be liable for indirect or consequential loss arising solely from breach of the Agreement, including loss of anticipated profits or savings.

The Customer shall indemnify SN, to the extent permitted by law, against reasonable losses, costs, damages and claims arising directly from the Customer’s material breach, unauthorised modification or interference, negligent or wrongful acts, or inaccurate information provided by the Customer, except to the extent caused by SN.

Nothing excludes or restricts liability which cannot lawfully be excluded or restricted under Malaysian law.

15. Force Majeure

Neither Party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including severe weather, flood, fire, natural disaster, epidemic, pandemic, war, civil disturbance, government restrictions, utility interruption, authority delays, supply-chain disruption, material shortages, equipment unavailability or other Force Majeure Events.

The affected Party shall notify the other Party within a reasonable period and take reasonable steps to mitigate the effects.

16. Personal Data, Confidentiality and Compliance

SN may collect, use and disclose information reasonably required for quotation, contract administration, authority and utility applications, installation, commissioning, warranty, maintenance and after-sales service.

Personal data shall be handled in accordance with Applicable Law, including the Personal Data Protection Act 2010 (Act 709) and applicable amendments and regulations.

The Parties shall comply with applicable Malaysian anti-bribery and anti-corruption laws and maintain confidentiality over non-public commercial and technical information, subject to lawful disclosure requirements.

17. Intellectual Property

SN’s proprietary designs, drawings, calculations, methodologies, software, documentation and other intellectual property remain the property of SN or the relevant third-party owner unless otherwise agreed.

The Customer shall not reproduce, commercially exploit, distribute or reverse engineer such proprietary materials except as permitted by law or with the relevant written consent.

18. Environmental Attributes

Unless otherwise expressly stated in the Proposal, renewable energy certificates, carbon-related benefits and other environmental attributes legally attributable to the System shall be dealt with according to applicable programme rules and any specific written agreement between the Parties.

19. Assignment and Property Transfer

The Customer shall not assign or transfer its contractual rights or obligations without SN’s prior written consent, where required.

If the Customer sells or transfers the Property before completion of the Agreement, the Customer shall notify SN. Such transfer does not automatically terminate or discharge the Customer’s contractual obligations unless otherwise agreed in writing.

20. Notices, Amendments and Waiver

Notices may be given by email, hand delivery, courier or registered/prepaid post using the contact details stated in the Proposal or otherwise notified by the Customer.

Material amendments to an accepted Agreement shall be recorded in writing and acknowledged by both Parties. Failure or delay in exercising a contractual right shall not constitute a waiver.

21. Entire Agreement and Order of Priority

The accepted Proposal, Service Order, Scope of Work, System specifications, warranty terms and applicable Terms and Conditions constitute the agreement between the Parties.

In the event of inconsistency, the following order of priority shall generally apply:

These General Terms and Conditions;
Service Order / Acknowledgement and Acceptance;
Scope of Work and System Specifications;
Quotation / Commercial Summary; and
Proposal and supporting documents.

22. Taxes and Statutory Charges

Applicable stamp duty, taxes, levies, government charges and SST or other legally chargeable taxes shall be borne by the Party responsible under Applicable Law or, where applicable, paid by the Customer in addition to the Contract Price.

23. Governing Law and Disputes

The Agreement is governed by the laws of Malaysia. The Parties shall first endeavour to resolve disputes through good-faith discussion and negotiation.

Subject to mandatory statutory jurisdiction or dispute-resolution requirements, the Parties submit to the jurisdiction of the competent courts of Malaysia.

24. Statutory Rights and Severability

Nothing in the Agreement excludes, restricts or waives any statutory right, remedy, warranty, guarantee or liability that cannot lawfully be excluded or restricted under Malaysian law.

If any provision is found to be invalid, unlawful or unenforceable, the remaining provisions shall continue to apply to the extent permitted by law.

Important Reference to Full Terms & Conditions

This Terms & Conditions section is a summary provided for proposal and quotation purposes only. The Customer’s rights and obligations shall always be read together with the full and current General Terms and Conditions of Solar Nation Sdn. Bhd. (“SN”). In the event of any inconsistency between this summary and the full Terms and Conditions, the full Terms and Conditions shall prevail, to the extent permitted by Applicable Law.

The full Terms and Conditions are set out under General Terms & Conditions on this page and shall always be referred to for the complete contractual terms, conditions, exclusions, limitations, warranties, procedures and applicable legal provisions.

By accepting this Proposal, the Customer confirms that the Customer has been informed of the availability of the full Terms and Conditions and agrees to be bound by the applicable contractual documents, subject always to Malaysian law.