SUNRGY Solar Distribution®
A Brand of Amara NZero
Effective Date: April 9, 2026
Preamble
These Terms and Conditions of Sale (“Agreement”) govern all sales of products and services by Sunrgy Solar Distribution® (“Sunrgy,” “Seller,” “we,” or “us”), a brand of Amara NZero, to the purchasing party (“Buyer”). By placing an order, accepting a quotation, or accepting delivery of any products from Sunrgy, Buyer acknowledges that it has read, understands, and agrees to be bound by this Agreement in its entirety.
This Agreement is intended for business-to-business transactions between Sunrgy and licensed solar installation professionals, contractors, developers, and commercial entities. These terms are not intended for personal, family, or household use.
1. Application of Conditions
1.1 Entire Relationship. This Agreement applies to all quotations, purchase orders, order acknowledgments, invoices, and any other transaction documents issued by or to Seller in connection with the sale of solar panels, racking systems, inverters, batteries, balance-of-system components, and any other products or services offered by Sunrgy (collectively, “Products”). These terms supersede any terms and conditions contained in Buyer’s purchase orders or other documents submitted by Buyer, and Buyer’s conflicting or additional terms are hereby rejected, unless expressly agreed to in writing and signed by an authorized officer of Seller.
1.2 Acceptance. Any of the following acts by Buyer constitutes acceptance of this Agreement in full: (a) submitting a purchase order to Seller; (b) accepting Seller’s quotation; (c) accepting delivery of Products; or (d) making payment in whole or in part for Products. No course of dealing, course of performance, or usage of trade shall modify or supplement the terms of this Agreement.
1.3 Precedence. In the event of any conflict between this Agreement and the terms of an individually negotiated written contract signed by authorized representatives of both parties, the individually negotiated contract shall control only to the extent of the specific conflict.
1.4 Updates. Seller reserves the right to update or modify this Agreement at any time. The version in effect at the time of each order governs that transaction. Current terms are available at Seller’s website and upon request.
2. Terms of Sale
2.1 Payment. Unless Buyer has been approved for credit in writing by Seller, all orders are prepaid in full prior to shipment. Approved credit accounts are subject to the payment terms stated on Seller’s invoice, which are typically net thirty (30) days from the invoice date.
2.2 Finance Charges. Any amounts not paid by the due date shall accrue a finance charge at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum, or the maximum rate permitted by applicable law, whichever is less), calculated on the outstanding balance from the original due date until paid in full. Acceptance of late payments shall not constitute a waiver of Seller’s right to assess finance charges or enforce any other right under this Agreement.
2.3 NSF Check Fee. A fee of twenty-five dollars ($25.00) will be assessed for any check returned for insufficient funds. Seller reserves the right to require future payments by wire transfer, certified check, or other guaranteed funds from any Buyer whose check has been returned.
2.4 Credit Approval. Seller reserves the right to approve, deny, or revoke credit at any time, in its sole discretion, without prior notice. Credit approval is conditioned on Buyer’s continued financial solvency and satisfactory payment history.
2.5 Disputed Invoices. Buyer must notify Seller in writing of any disputed invoice amount within fifteen (15) days of the invoice date, identifying the specific items in dispute and the basis for the dispute. Undisputed portions of any invoice remain due and payable by the original due date.
3. Orders and Modifications
3.1 Order Placement. All purchase orders must be submitted in writing (including by email or electronic order portal) and are subject to acceptance by Seller. Seller has no obligation to accept any order. An order is not binding on Seller until Seller issues a written order acknowledgment or confirmation.
3.2 Pricing Errors. Seller reserves the right to refuse or cancel any order, in whole or in part, in the event of a pricing error in a quotation, catalogue, website, or other communication, whether caused by typographical error, system error, or otherwise. Seller will notify Buyer of any such cancellation and will not charge Buyer for cancelled quantities.
3.3 Modifications. Buyer may not modify or cancel an accepted order without Seller’s prior written consent. Any requested modification or cancellation is subject to Seller’s review and may be conditioned upon Buyer’s acceptance of a restocking charge or other reasonable fees incurred by Seller as a result of the modification or cancellation.
3.4 Order Confirmation. All modifications to an accepted order must be confirmed in writing by an authorized representative of Seller before taking effect. Verbal representations by Seller’s personnel regarding order changes are not binding.
4. Prices and Taxes
4.1 Price Validity. Quoted prices are valid for the period stated in the quotation, or if no period is stated, for thirty (30) days from the date of the quotation. Seller’s price lists are subject to change without notice. Orders will be invoiced at the price in effect at the time of shipment, except where Seller has provided a written fixed-price quotation that is still within its validity period.
4.2 Taxes. All prices are exclusive of all applicable federal, state, and local sales taxes, use taxes, excise taxes, value-added taxes, duties, tariffs, and similar charges (collectively, “Taxes”). Seller will add applicable Taxes to Buyer’s invoice. Buyer is solely responsible for paying all such Taxes. If Buyer is exempt from any Taxes, Buyer must provide Seller with a valid, executed exemption certificate or other documentation satisfactory to the applicable taxing authority prior to shipment. Seller assumes no liability for Taxes assessed on Buyer’s transactions with its own customers or end users.
4.3 Import Duties. Buyer is solely responsible for all import duties, customs fees, and related charges applicable to Products shipped internationally or across jurisdictions.
5. Delivery and Inspection
5.1 Delivery Dates. All delivery dates provided by Seller are estimates only and are not guaranteed. Seller shall not be liable for any loss, damage, or expense arising from delays in delivery, including loss of profits or consequential damages. Time of delivery is not of the essence.
5.2 Delivery Costs. Unless otherwise agreed in writing, Buyer is responsible for all freight, shipping, handling, and insurance costs associated with delivery of Products. Freight costs will be itemized on Buyer’s invoice or included in a separate freight invoice.
5.3 Inspection Obligation. Buyer shall inspect all Products immediately upon receipt and before use or installation. Buyer has a duty to perform a reasonable inspection at the time of delivery.
5.4 Claims for Non-Conforming Products. Claims that Products are non-conforming (defective, incorrect quantity, wrong specification, etc.) must be submitted to Seller in writing within sixty (60) days of the delivery date. Claims submitted after this period will be waived, and Buyer will be deemed to have accepted the Products as delivered.
5.5 Carrier/Packaging Damage. Claims for damage caused during transit or damage to packaging must be submitted in writing within three (3) business days of delivery. Buyer must retain all original packaging materials and damaged goods for carrier inspection. Failure to timely report packaging or transit damage may result in denial of the claim by the carrier, and Seller shall bear no responsibility for such denial.
5.6 Shortage Claims. All claims for shortages must be made in writing on the date of delivery or within five (5) business days thereafter, in accordance with Section 10 of this Agreement.
6. Risk of Loss
6.1 Transfer of Risk. Risk of loss or damage to Products transfers to Buyer upon delivery of the Products to Buyer or to the carrier designated by Seller or Buyer at Seller’s shipping location, whichever occurs first. Delivery to the carrier constitutes delivery to Buyer for purposes of risk of loss, regardless of whether Seller arranges freight as a convenience to Buyer.
6.2 Insurance. Buyer is encouraged to maintain appropriate cargo insurance coverage for all Products once risk of loss has transferred to Buyer.
7. Returns and Credits
7.1 All Sales Final. Except as expressly provided in this Agreement, all sales are final. Seller does not accept returns for buyer’s remorse, market changes, project delays, or similar reasons.
7.2 Return Authorization Required. No Products may be returned without Seller’s prior written return merchandise authorization (“RMA”). Unauthorized returns will not be accepted and will be returned to Buyer at Buyer’s expense.
7.3 Conditions for Return Eligibility. To be eligible for return, Products must be: (a) unused and in new condition; (b) in their original, undamaged manufacturer packaging with all original labels, manuals, and accessories; (c) free from any installation, field markings, or modifications; and (d) returned within ninety (90) days of the original invoice date.
7.4 Restocking Fee. Eligible returns are subject to a restocking fee of fifteen percent (15%) of the original invoice price of the returned Products, deducted from any credit issued to Buyer.
7.5 Non-Returnable Items. The following items are not eligible for return under any circumstances: (a) Products that have been installed, used, or modified; (b) Products with missing components, manuals, or packaging; (c) Products that have been damaged after delivery; (d) special-order, custom-configured, or discontinued Products; (e) Products that have been declared obsolete by the manufacturer; and (f) Products for which the manufacturer does not accept returns.
7.6 Credits. Credits issued by Seller are applicable only to future purchases from Seller and are not redeemable for cash unless required by applicable law.
8. Warranty
8.1 Sunrgy Structural Warranty. For solar mounting systems, racking, and structural components designed and manufactured by Sunrgy (expressly identified as such in product documentation), Seller provides a limited warranty that such components will be free from material defects in materials and workmanship for a period of twenty (20) years from the original date of installation (“Warranty Period”).
8.2 Transferability. The Sunrgy structural warranty is transferable to subsequent owners of the installation site during the Warranty Period. However, any such transfer does not restart, extend, or otherwise reset the Warranty Period. The original installation date governs the duration of warranty coverage in all cases.
8.3 Manufacturer Warranties — Third-Party Products. Products manufactured by third parties (including but not limited to solar panels, inverters, and batteries) are sold subject to the applicable manufacturer’s warranty only. Seller makes no independent warranty representations with respect to third-party Products and Buyer’s sole warranty recourse for such Products is against the applicable manufacturer.
8.4 Warranty Claim Procedure. To make a warranty claim, Buyer must: (a) notify Seller in writing during the Warranty Period, describing the claimed defect in reasonable detail; (b) provide proof of purchase and installation date; and (c) provide Seller with reasonable access to inspect the Products. Seller will evaluate the claim and, at its sole discretion, repair, replace, or issue a credit for defective Products covered by this warranty.
8.5 Warranty Exclusions. The Sunrgy structural warranty does not cover and is void with respect to defects or failures caused by: (a) misuse, abuse, neglect, or accident; (b) improper installation not in accordance with Sunrgy’s published installation guidelines; (c) unauthorized modification or alteration of the Products; (d) use of non-Sunrgy components or materials in combination with Sunrgy Products in a manner not approved by Sunrgy; (e) Acts of God, including but not limited to lightning, flood, earthquake, hurricane, or other extreme weather events beyond design specifications; (f) failure to perform required maintenance; or (g) damage caused by third-party service or repair personnel not authorized by Seller.
8.6 Limitation of Warranty Liability. In the event Seller is found liable under any warranty claim, Seller’s maximum liability shall not exceed the original purchase price paid by Buyer for the specific Products that are the subject of the claim.
8.7 DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 ABOVE, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. SELLER EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Limitation of Liability
9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, COST OF SUBSTITUTE GOODS OR SERVICES, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SALE OR USE OF PRODUCTS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Cap. SELLER’S AGGREGATE LIABILITY TO BUYER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO ANY SINGLE TRANSACTION OR ORDER SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCTS THAT ARE THE DIRECT SUBJECT OF THE CLAIM.
9.3 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION 9 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH SELLER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR PROVIDED PRODUCTS AT THE PRICES OFFERED.
10. Buyer’s Representations
10.1 Solvency. Buyer represents and warrants that, as of the date of each order and at the time of each delivery: (a) Buyer is solvent and able to pay its debts as they become due in the ordinary course of business; (b) no bankruptcy, insolvency, receivership, or similar proceeding is pending or threatened against Buyer; and (c) execution and performance of this Agreement do not violate any agreement to which Buyer is a party.
10.2 Shortage Claims. As a condition precedent to any claim for product shortage, Buyer must deliver written notice of the shortage to Seller on the date of delivery or within five (5) business days thereafter. Failure to timely provide written notice constitutes a waiver of any shortage claim.
10.3 Mechanics’ Lien Laws. Buyer acknowledges and agrees that Seller retains all rights available to it under applicable mechanics’ lien laws, materialman’s lien laws, and similar statutes to secure payment for Products delivered to Buyer, and Buyer shall not take any action to impair such rights.
10.4 Confidentiality. Buyer agrees not to disclose to any third party any confidential information provided by Seller, including but not limited to pricing, discount structures, product specifications not publicly available, and business terms of this Agreement, without Seller’s prior written consent. This obligation survives termination of the business relationship.
10.5 Compliance Representations. Buyer represents and warrants that it holds all licenses, permits, and authorizations required to purchase, receive, install, and distribute solar energy products in the jurisdictions in which it operates.
11. Security Interest
11.1 Grant of Security Interest. To secure payment of all amounts owed to Seller, Buyer hereby grants to Seller a purchase money security interest in all Products sold by Seller to Buyer, including proceeds thereof, until such Products are paid for in full. This security interest attaches upon Seller’s delivery of Products to Buyer.
11.2 UCC Financing Statements. Buyer authorizes Seller to file one or more UCC-1 financing statements, and any amendments or continuations thereof, in any jurisdiction Seller deems appropriate to perfect the security interest granted herein. Buyer agrees to cooperate with Seller and to execute any additional documents reasonably requested by Seller to perfect or maintain Seller’s security interest.
11.3 Buyer Covenants. Until all amounts owed to Seller are paid in full, Buyer shall: (a) keep the Products free and clear of all liens and encumbrances other than Seller’s security interest; (b) not sell, transfer, or otherwise dispose of the Products except in the ordinary course of business; and (c) maintain the Products in good condition.
12. Buyer’s Default
12.1 Events of Default. Each of the following constitutes an event of default by Buyer: (a) failure to pay any amount owed to Seller when due; (b) breach of any representation, warranty, or obligation under this Agreement; (c) insolvency, bankruptcy filing, assignment for the benefit of creditors, or appointment of a receiver; (d) material adverse change in Buyer’s financial condition; or (e) any act that impairs or threatens to impair Seller’s security interest in the Products.
12.2 Seller’s Remedies. Upon an event of default, Seller may, without notice or demand, exercise any or all of the following remedies: (a) declare all outstanding amounts immediately due and payable; (b) suspend shipment of pending orders; (c) cancel unfulfilled orders; (d) repossess Products in which Seller holds a security interest; (e) pursue any other remedy available at law or in equity, including remedies available under the Uniform Commercial Code; and (f) recover all costs of collection, including reasonable attorneys’ fees.
12.3 Cumulative Remedies. All rights and remedies of Seller are cumulative and may be exercised concurrently or independently. No exercise of one remedy shall preclude exercise of any other remedy.
13. Force Majeure
13.1 Excused Performance. Seller shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond Seller’s reasonable control, including but not limited to: acts of God; fires; floods; earthquakes; hurricanes; tornadoes or other severe weather events; epidemics or pandemics; wars; acts of terrorism; governmental actions, regulations, embargoes, or sanctions; labor disputes, strikes, or work stoppages (whether or not involving Seller’s own employees); transportation delays or carrier failures; supply chain disruptions; port congestion; shortages of raw materials or components; power or utility failures; cyberattacks; or any other event or condition constituting a force majeure event (“Force Majeure Event”).
13.2 Notice. Seller shall provide Buyer with reasonably prompt written notice upon becoming aware of a Force Majeure Event affecting its ability to perform, including a description of the event and its anticipated duration.
13.3 Resumption of Performance. Seller shall use commercially reasonable efforts to resume performance as soon as practicable following the cessation of the Force Majeure Event. If a Force Majeure Event continues for more than ninety (90) days, either party may cancel the affected order(s) without liability by providing written notice to the other party.
14. General Indemnification by Buyer
14.1 Buyer’s Indemnification. Buyer shall defend, indemnify, and hold harmless Seller, its parent company Amara NZero, and each of their respective affiliates, officers, directors, employees, agents, successors, and assigns (collectively, “Seller Indemnitees”) from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Buyer’s breach of any representation, warranty, or obligation under this Agreement; (b) Buyer’s negligence or willful misconduct; (c) the installation, use, resale, or distribution of Products by Buyer or Buyer’s customers; (d) Buyer’s violation of any applicable law or regulation; (e) any claim by a third party arising from Buyer’s downstream contracts or business activities; or (f) Buyer’s failure to obtain or maintain required licenses or permits.
14.2 Indemnification Procedure. Seller shall promptly notify Buyer in writing of any claim for which Seller seeks indemnification. Buyer shall assume control of the defense and settlement of such claim, provided that Seller may participate in the defense with counsel of its own choosing at Seller’s expense. Buyer shall not settle any claim that imposes any obligation or liability on Seller without Seller’s prior written consent.
15. Export Controls and Anti-Corruption
15.1 Export Compliance. Buyer acknowledges that Products sold by Seller may be subject to export control laws and regulations of the United States and other applicable jurisdictions, including but not limited to the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security and regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). Buyer agrees that it shall not export, re-export, transfer, or divert any Products to any country, end-user, or end-use that is prohibited under applicable U.S. or international export control laws and regulations without first obtaining all required authorizations or licenses.
15.2 Anti-Corruption. Buyer represents and warrants that it has not made, offered, promised, or authorized, and will not make, offer, promise, or authorize, any payment, gift, or thing of value, directly or indirectly, to any government official, political party official, or any other person for the purpose of obtaining or retaining business or any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, or any other applicable anti-corruption law. Buyer shall maintain adequate internal controls and compliance programs to ensure compliance with applicable anti-corruption laws.
15.3 Screening. Buyer represents that it is not on, and is not owned or controlled by any entity or individual on, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of Commerce’s Denied Persons List, or any other applicable restricted party list.
16. Legal and Arbitration
16.1 Governing Law. This Agreement and all disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles.
16.2 Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this Agreement to arbitrate), that cannot be resolved informally through good-faith negotiation within thirty (30) days of written notice by either party, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect, as modified herein.
16.3 Arbitration Seat and Venue. The seat and place of arbitration shall be Fort Bend County, Texas.
16.4 Arbitration Costs. The costs of arbitration, including AAA administrative fees and arbitrator compensation, shall be shared equally by the parties unless the arbitrator determines that apportionment on a different basis is appropriate under the circumstances.
16.5 Prevailing Party. The prevailing party in any arbitration or court proceeding arising under this Agreement shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees, from the non-prevailing party.
16.6 Injunctive Relief. Notwithstanding Section 16.2, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction in Fort Bend County, Texas, to prevent irreparable harm pending resolution of a dispute through arbitration, without posting a bond or other security.
16.7 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.
16.8 Class Action Waiver. All arbitrations shall proceed on an individual basis only. Neither party may bring claims as a plaintiff or class member in any purported class, collective, or representative proceeding.
17. Guaranty of Indebtedness
17.1 Unconditional Guaranty. If the Buyer is an entity, each individual who signs or electronically accepts this Agreement on behalf of Buyer, and any other individual who provides a personal guaranty in connection with an application for credit, hereby unconditionally, absolutely, and irrevocably guarantees to Seller the full and prompt payment and performance of all obligations of Buyer under this Agreement and any related documents (the “Guaranteed Obligations”). This guaranty is a continuing guaranty and shall remain in effect until all Guaranteed Obligations are paid and performed in full.
17.2 Nature of Guaranty. This guaranty is independent of the primary obligations of Buyer and may be enforced against any guarantor without first proceeding against Buyer, any other guarantor, or any collateral. Each guarantor waives all rights of subrogation, reimbursement, and contribution against Buyer until all Guaranteed Obligations are satisfied.
17.3 FCRA Consent. Each guarantor consents to Seller’s procurement of consumer credit reports from consumer reporting agencies for the purpose of evaluating credit applications and monitoring creditworthiness during the term of the credit relationship, as permitted under the Fair Credit Reporting Act (“FCRA”).
17.4 Business Purpose Acknowledgment. Each guarantor acknowledges that the credit extended under this Agreement is for a business or commercial purpose and is not for personal, family, or household use. Accordingly, certain consumer protection laws may not apply to this transaction.
17.5 Electronic and Facsimile Signatures. Faxed, scanned, photocopied, or electronically transmitted signatures on any guaranty or related document shall be deemed original signatures and shall be fully binding and enforceable.
18. SMS Text Messaging and AI Voice Communications Terms
18.1 Program Description. By providing a mobile phone number to Sunrgy and opting in to communications, Buyer consents to receive SMS text messages and AI-generated voice communications from Sunrgy and its authorized service providers. These communications may include: account notifications; order status updates and shipping alerts; payment reminders; service and maintenance reminders; product announcements; and, if separately opted-in by Buyer, marketing and promotional messages.
18.2 Consent Not Required for Purchase. Consent to receive SMS text messages or AI voice communications is not a condition of purchasing Products or services from Sunrgy. Buyer may opt out at any time as described in Section 18.5 without affecting Buyer’s ability to purchase from Sunrgy.
18.3 Automated Communications. By providing a phone number and consenting to communications, Buyer expressly authorizes Sunrgy and its service providers to use automated dialing systems, artificial or prerecorded voice messages, and AI-generated voice and text technology to deliver the communications described in Section 18.1. This authorization is provided pursuant to the Telephone Consumer Protection Act (“TCPA”) and applicable regulations.
18.4 Message Frequency. Message frequency varies depending on account activity and notification type. Marketing messages, if opted-in, will not exceed thirty (30) per calendar month. Transactional and account-related messages are not subject to a fixed frequency limit and will be sent as events warrant.
18.5 Opt-Out. Buyer may opt out of SMS communications at any time by replying STOP to any SMS message received from Sunrgy. Buyer may opt out of AI voice communications by following the voice prompt instructions during an AI voice call or by emailing support@sunrgy.com with the subject line “Voice Opt-Out.” After opting out, Buyer may receive a single confirmation message. To opt back in, Buyer may text START or contact Sunrgy directly.
18.6 Help. For assistance with SMS communications, reply HELP to any SMS message or contact Sunrgy at support@sunrgy.com or 833.786.7492.
18.7 Message and Data Rates. Standard message and data rates charged by Buyer’s mobile carrier may apply to SMS messages sent and received. Sunrgy is not responsible for any charges assessed by Buyer’s mobile carrier.
18.8 Carrier Liability Disclaimer. Mobile carriers are not liable for delayed or undelivered messages. Sunrgy does not guarantee delivery of SMS or AI voice communications, as delivery is subject to network availability and carrier policies.
19. Third-Party Contract Obligations
19.1 Buyer’s Downstream Contracts. Sunrgy is not a party to, and assumes no obligations, liabilities, or responsibilities under, any contract or agreement between Buyer and any third party, including but not limited to Buyer’s installation contracts, EPC agreements, project financing agreements, interconnection agreements, power purchase agreements, or any other agreement entered into by Buyer in connection with projects that use Sunrgy Products.
19.2 No Pass-Through of Third-Party Terms. Third-party contractual obligations — including delivery milestones, performance guarantees, liquidated damages provisions, and warranty pass-throughs — of Buyer’s downstream contracts do not bind Seller and shall not be incorporated into this Agreement by reference or otherwise unless expressly agreed to by Seller in a separate signed writing.
19.3 Project Delays and Damages. Seller shall not be liable for any damages, penalties, or losses incurred by Buyer under any third-party contract as a result of delays in delivery, product non-conformity, or any other event relating to Seller’s performance under this Agreement.
20. Electronic Signatures
20.1 Validity. The parties agree that electronic signatures, including signatures transmitted by email, DocuSign or similar electronic signature platforms, PDF, facsimile, or other electronic means, are valid, binding, and enforceable to the same extent as original handwritten signatures, and shall be given full legal effect under applicable law, including the Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”) and the Uniform Electronic Transactions Act (“UETA”).
20.2 Records Retention. Each party shall maintain records of electronically signed documents in a format that permits retrieval and reproduction of the signed document in its original form.
21. Entire Agreement and Integration
This Agreement, together with any applicable quotation, order acknowledgment, credit application, and any separately signed written addenda or amendments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, representations, warranties, agreements, and understandings, whether written or oral, relating to such subject matter. No representation, warranty, or undertaking made by either party that is not expressly set forth herein shall be binding on either party.
22. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral tribunal, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions of this Agreement shall continue in full force and effect. Any invalid or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement.
23. Waiver
No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party. A waiver in any instance shall not be construed as a continuing waiver or a waiver in any other instance.
24. Assignment
24.1 Assignment by Seller. Seller may assign, transfer, or delegate any or all of its rights and obligations under this Agreement, in whole or in part, to any affiliate or successor entity (including in connection with a merger, acquisition, or sale of all or substantially all of Seller’s assets) without Buyer’s consent. Seller shall provide Buyer with written notice of any such assignment.
24.2 Assignment by Buyer. Buyer may not assign, transfer, or delegate any of its rights or obligations under this Agreement without Seller’s prior written consent, which Seller may grant or withhold in its sole discretion. Any purported assignment by Buyer without Seller’s consent shall be void and of no effect.
24.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
25. Modification
This Agreement may not be modified, amended, or supplemented except by a written instrument signed by authorized representatives of both parties. No oral agreement, course of dealing, or course of performance shall operate to modify this Agreement. Seller’s personnel do not have authority to modify this Agreement verbally or by conduct.
26. Notices
All notices, requests, demands, claims, and other communications required or permitted under this Agreement must be in writing and shall be deemed duly given: (a) when delivered personally to the recipient; (b) one (1) business day after deposit with a nationally recognized overnight courier, addressed to the recipient; (c) upon confirmed transmission by email with read receipt or reply confirming receipt; or (d) three (3) business days after deposit in the U.S. mail, sent by certified mail, return receipt requested, postage prepaid, and addressed to Seller at the contact information set forth below in the Contact Information section of this Agreement.
27. Survival
The following sections shall survive the expiration or termination of this Agreement and shall remain in full force and effect: Section 2 (Terms of Sale) as to amounts accrued; Section 8 (Warranty); Section 9 (Limitation of Liability); Section 10 (Buyer’s Representations); Section 11 (Security Interest) until all obligations are satisfied; Section 14 (General Indemnification by Buyer); Section 16 (Legal and Arbitration); Section 17 (Guaranty of Indebtedness); Section 21 (Entire Agreement); and any other provisions that by their nature should survive.
28. Headings
Section headings in this Agreement are for convenience and reference only and shall not affect the interpretation or construction of any provision herein.
Contact Information
For questions regarding orders, account management, or these Terms and Conditions of Sale, please contact SUNRGY Solar Distribution® using the information below:
SUNRGY Solar Distribution®
A Brand of Amara NZero
Sales: sales@sunrgy.com
Support: support@sunrgy.com
Phone: 833.786.7492
Distribution Locations:
- Missouri City, TX
- Dallas, TX
- Orlando, FL
- Swedesboro, NJ
- La Verne, CA
- Stockton, CA
Legal/Registered Venue: Fort Bend County, Texas
These Terms and Conditions of Sale are effective as of April 9, 2026. Sunrgy Solar Distribution® reserves the right to update these terms. The version in effect at the time of each transaction governs that transaction. For the most current version, contact sales@sunrgy.com or support@sunrgy.com.
Sunrgy Solar Distribution® is a registered brand of Amara NZero.
