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Project Survey Service Terms & Conditions: |
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Birdnecklace Renewable Energy, LLC Residential and Commercial Project Survey Services Terms & Conditions
Introduction. This agreement is entered as of the date set forth by the issued invoice, per the terms and Conditions Statement and/or Purchase Order, and/or Invoice Agreement (collectively and also hereafter “Agreement”) applies to Birdnecklace Renewable Energy, LLC, a South Dakota Limited Liability Company of Sioux Falls, SD, the Seller, (hereinafter “BRE” and or “Seller”) to sell, broker, and otherwise supply to the Buyer the assets and/or services described in the issued invoice, directly from BRE, and/or brokered by BRE, purchased by the purchaser as defined by the issued and received invoice (otherwise also known as “Buyer”).
Privacy Policy. Client privacy is very important to us. Accordingly, we have developed this Policy in order for you to understand how we collect, use, communicate and disclose and make use of personal information. The following outlines our privacy policy: Before or at the time of collecting personal information included in this form, we will identify the purposes for which information is being collected, which are stated below: a) To determine the nature of inquiry, request, or purchase; b) To determine our ability and availability to service specific to our offerings. c) To better serve our customers and potential customers regarding their needs. We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law. We will only retain personal information as long as necessary for the fulfillment of those purposes, upon fulfillment, any information collected will be permanently destroyed as soon as reasonably and practically possible, and such information will not be stored by us for any reason. We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned. Data collected is strictly relevant to the purposes for which it is to be used which is to determine and fulfill your inquiry request, and such information is only necessary to the extent necessary for those purposes, please ensure information submitted should be accurate, complete, and up-to-date. We will not publish client information to the public for any purpose including marketing or client reference. We maintain non-disclosure of any and all information collected whatsoever; will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification. We will never disclose this information to third-parties for any reason whatsoever outside the purposes fore stated, nor will your email address be made available to third-parties for any purposes whatsoever including marketing or spam. We perform non-disclosure as prescribed by state and federal law. We will make readily available to customers information about our policies and practices relating to the management of personal information. We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.
Standard terms and conditions of sale. Goods and/or services sold by BRE are expressly subject to and conditioned upon the terms and conditions set forth herein. Any different or additional terms set forth by Buyer, whether in Buyer’s purchase order or another communication, are expressly objected to and will not be binding on BRE unless agreed to in writing by an authorized officer of BRE, as an appended attachment to an executed Purchase Order or the Terms and Conditions Statement herein.
Attached Agreements. In addition to this agreement, a subsequent official invoice may be issued along with periodic statements to the Buyer, or additional documents as required by this agreement, are considered annexed attached parts of and subject to this agreement.
Standard Sales and Payment. Payment terms are full payment of the total invoice listed price due at order placement. BRE will issue appropriate receipts and statements, accounting for transactions and payments. These terms are superseded by Special Sales and Payment on Terms when set-out and defined specifically by this agreement. Prices may be changed without notice, and changes will only apply to those future sales or payments as of the date of change.
Third-Party Options. Birdnecklace Renewable Energy, LLC is independent of and not responsible for the terms conditions of any third-party finance company.
Taxes. BRE shall not be liable for property taxes a result of property “improvement(s)”, or any other taxes levied of the Buyer whatsoever as a result of any project installed as a result of an selected property survey for the purposes of installing and operating a renewable energy project, or any project installation or improvements thereof or related to this transaction and/or the installation of this equipment. Buyer shall have sole responsibility and liability of sales taxes, and any resulting taxes described herein.
Survey Review. Upon completion and review of survey, the survey will either be selected for a fully financed BRE planned and installed project non-utility scale or site connected (ie. “net-metering type project”) only, at location per the invoiced request, of primarily solar technology installation, however may include but not limited to wind, bio-fuel, geo-thermal technologies; the buyer shall be informed in writing of the decision, and upon selection shall be recommended of agreements to complete a full project plan and subsequent finance and installation of the project.
Survey Summary. The summary issued per a Project Survey Service order shall include the following: (1) Resource Summary: Projected Renewable Energy Resource Summary: A summary of the available resources including solar resources. (2) Output: Projected Power Production: A summary of power production outputs according to the estimated solar resources for the location of the submitted Home, Business, or Property, and based on equipment performance; (3) Income: Projected Revenue Summary: A summary of the potential revenue of a power project installed at the location per average power productions estimates, available resources, and average power purchase or net-metering rates (note: national average power rates); (4) Planning & Project Installation: Consultation: A summary of the suggested plan package to complete a fully designed project utilizing any technology including solar, or other technologies.
Notification: Any issued Project Survey Summary shall serve as a summary of the information therein, and shall in no way provide as an agreement, guarantee, covenant, or any other obligation assumed nor implied to provide planning services, installation services, equipment supply, or monitoring for any project; unless established by separate agreement allwithstanding.
Executable Plan. An executable plan shall be provided to selected surveys, which includes providing a formal coordinated plan including making all arrangements for the actual formal execution of such plan by and for the benefit of the Seller and Buyer to complete the project; this includes determination of the feasibility of an action, making the proper arrangements for that action to be taken by the Buyer (at Buyer’s discretion) in a manner which is guaranteed to indeed execute and be executed by and for the Buyer’s benefit. (i.e. project finance plan, funds and performs for the Buyer, or regulatory permitting actually takes place); this service shall be provided by separate agreement.
Residential and Commercial Project Survey Service. A survey includes the review of the specific proposed project elements for the Buyer’s proposed location per request, which a survey summary will be completed in both electronic and hard copy form, for the convenience and use of the Buyer. The following in part or whole (in addition to the information determined as provided in “Survey Summary” clause of these Terms & Conditions) will determine the viability of a project survey’s selection, are including elements for review as necessary to complete the project in accordance with local, state, and/or federal regulation and law, such information shall not be provided in the Survey Summary which may or may not be utilized for internal purposes (note: such information as listed here shall be provided to the client via the Project Planning Service provided by BRE per separate agreement which any client may purchase at any time):
Assess & Estimate Regional Utility Retail Rates (as proxy for avoided cost rate) Assess & Estimate State REC Value, if any Requirements for Initial Assessment & Estimate of Wind Speed, Consistency, etc. Identify Local Transmission Capability Identify Local Interconnection(s) Identify the appropriate Equipment (make changes were necessary) Estimate Transmission Queue Position or Process, if applicable Assess Site Resource Availability Calculate Initial Financial Feasibility (pro-forma) Procure Site Availability and Land Lease Position Environmental Impact Study (EIS) (wetlands, protected animal/plant, etc.) Avian Study FAA Study Topographical Study Geotechnical Study (soil boring) to Assess Foundation Design Requirements for Microwave Study Requirements for Historical (to include Tribal) Study Requirements for State Department of Natural Resources Acceptance Federal Regulation, if applicable - NEPA Requirements for State and Local Regulation Conditional Use Permit Requirements to Host Community Acceptance Assessment (i.e. local gov't resolution) Federal, State and Local Permits (Build) Initial Power Purchase Agreement (PPA) Discussion with Regional Utility(s) Secure Interconnect Agreement Requirements for Negotiate Agreement to Terms & Conditions of PPA
Performance. The methodology and procedure to determine potential feasibility and to provide the resulting Project Survey Service summary is proprietary and at the discretion of BRE; all information and survey work as provided by BRE is warranted as accurate, and represent general estimations, according to available information and review and available resources; however the accuracy of any source information provided by or through a third party is not guaranteed as to its accuracy and is deemed governed by that party’s policies. All (or most) survey work shall be performed remotely; and in the event additional information, as reasonably available, may be requested of the Buyer from time to time, and Buyer hereby agrees to provide such information.
Delivery Time Table. The specific schedule of delivery of standard product and/or services is defined within the Invoice section of this agreement; the refund policy shall apply to any order.
Acceptable forms of payment. All remittances must be in a single payment in the full amount as specified by the Sales and payment terms of the invoice (adjusted for any debit memos) and must be in accordance with the following requirements: Online Payment including credit card, debit card, or other accepted form of payment Buyer company check (drawn on company account with company name). Wire Transfer drawn upon a U.S. domestic financial institution Bank or certified check Personal or company checks will be subject to a minimum 14 day clearance period prior to the shipment of goods. Third-party checks, bank checks, and foreign drafts will be accepted only if selected in advance in writing by the CFO or other authorized officer of BRE and must have accompanying documentation that references invoices being paid.
Refund Policy. The survey project package is refundable only within 24-hours of order placement by Buyer and order payment receipt by the Seller, less any payment processing fees which were incurred in processing of order.
Prices. Products and services will be invoiced at prices in effect as of date of shipment (invoice date). Prices are not necessarily valid for other current and future sales. Any and all invoice errors must be disputed within 5 days of invoice date and are subject to correction by BRE. Prices exclude any present or future federal, state, provincial, local, or other governmental taxes, duties, and tariffs applicable to the sale, transportation, or use of products purchased, all of which taxes, duties, and tariffs shall be paid by Buyer. International sales are subject to applicable transportation and import duties, licenses, and fees, or as agreed to by the purchase order. All prices are FOB shipping point. Delivery. All survey and plans shall be delivered to the Buyer via electronic communication and hard-copy to the mailing address provided, estimate time will be 90-days or prior from the date of order placement and where applicable a 5-day period to issue any energy certificates (including its face value); all product delivery available only in the United States.
Excusable delays. BRE shall use commercially reasonable efforts to deliver all products ordered by Buyer as soon as reasonably practicable. In the event of interruption of any such delivery due to causes beyond the reasonable control of BRE, including but not limited to fire, labor disturbances, riots, accidents, or inability to obtain necessary materials or components, BRE shall have the right, in its sole discretion and upon oral or written notice to Buyer, to delay or terminate such delivery. Upon receipt of such notice, Buyer shall have the option to change or terminate such orders.
Time to Cancel. Buyer has an option to cancel this purchase order within 24-hours of placing the order, with no further obligation to BRE.
Proprietary products and services. Intellectual property developed by BRE resulting from the development of products or services (including but not limited to hardware, software, and technical documentation) for a buyer are exclusively the property of BRE and may not be reproduced, redistributed, or resold by Buyer without prior written permission, or the proprietary rights therein are specifically transferred to Buyer from BRE.
Limitation of liability. Seller’s liability to Buyer on any claim of any kind, whether as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, for any loss or damage arising out of, connected with, or resulting from the transaction, or from BRE's performance or breach thereof, or from the design, manufacture, sale, resale, installation, repair, operation, or use of any products or services furnished herein, shall in no event exceed the price paid by Buyer for the products which give rise to the claim.
Absolute Right to Withdraw. BRE maintains a right to withdraw from any agreement prior to the installation of any facilities; Buyer shall be entitled to full refunds of any payments made upon a decision by BRE to withdraw from any agreement. BRE shall grant Buyer a 10-day notice of withdraw including reasoning. BRE shall make every reasonable effort to avoid or remedy any impedance to the completion and operation of the Purchase Order in good-faith.
Referral and Referral Fee Payments. A referral fee shall be paid to any individual or entity listed or entered by the Buyer in the ‘Residential Survey Request’ form or the ‘Business and Commercial Survey Request’ form, and whom has completed the ‘Referral Program Form’ found at Birdnecklace.info; a 5.00% fee of the total gross base price of the product purchased by the Buyer as purchased (of the gross invoice less taxes & fees) shall be paid to the named ‘Referred by’ (the referrer) listed per received Survey Request which is also paid-in-full by the Buyer. Payments shall be made either via electronic payment or by written check to be issued to the mailing address indicated by the listed ‘Referred by’ agent; an Internal Revenue Service 1099 form shall be issued to the listed Referrer for tax purposes; this agreement, and the submission of a request to receive this benefit as a Referrer or the act of referring a Buyer who either completes or does not complete a purchase, shall not imply nor represent formal employment with or by BRE whatsoever.
Confidentiality. Buyer agrees to keep information confidential if designated as such by BRE so long as such designation does not violate law. BRE hereby designates the following information confidential: amounts due under this Agreement; the calculation of amounts due under this Agreement; and any other relevant data pertaining to the calculation of amounts due under this Agreement, including, without limitation, statements, documents, records or other data, from third parties which verify price paid for, or quantity of, products and/or services entitled herein, and any contract relating to the purchase and/or sale of products and/or services from BRE.
Proprietary information. Buyer agrees that BRE and/or its OEM suppliers has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute BRE and/or its OEM suppliers’ products, and that Buyer will not directly or indirectly cause any such proprietary rights to be violated.
Amendments. BRE will make modifications to this agreement from time to time and without notice.
Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, personal representatives, and permitted assigns.
Arms Length Transaction. The Transaction, and the relationship between Seller and Buyer, and their respective agents, is wholly “arms length.”‘
Time of Essence. Time is of the essence of this Agreement and all of the terms, provisions, covenants and conditions hereof.
Seller Taxes. Seller has reviewed with the Seller’s interpretation or Seller’s own tax advisors the federal, state, local and foreign tax consequences of this agreement and the transactions contemplated by this Agreement. The Seller is relying solely on such advisors and not on any statements or representations of the Buyer or any of its agents. The Seller understands that the Seller (and not the Buyer) shall be responsible for the Seller’s own tax liability that may arise as a result of this transactions contemplated by this Agreement.
Buyer Taxes. Buyer has reviewed with the Buyer’s interpretation or Buyer’s own tax advisors the federal, state, local and foreign tax consequences of this agreement and the transactions contemplated by this Agreement. The Buyer is relying solely on such advisors and not on any statements or representations of the Seller or any of its agents. The Buyer understands that the Buyer (and not the Seller) shall be responsible for the Buyer’s own tax liability that may arise as a result of this transactions contemplated by this Agreement. Fees and Expenses. The parties hereto shall each bear their own expenses, including but not limited to legal fees, incident to the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby.
Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, representations, and understandings of the parties. No additions to or modification of this Agreement shall be binding unless executed in writing by all the parties. Except as may be otherwise provided in this Agreement, no waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing executed by the party making the waiver.
Survey Services Only. This agreement and the associated invoice included with the order placed by Seller, constitutes an agreement to provide the service and product as listed therein; this agreement and invoice do not in any way provide or imply an agreement to select the survey for a funded and/or financed project, installation, full planning services, but only a survey service and review of such survey for the purposes of selection or non-selection of providing full Project Planning services for the Buyer proposed location for potential project installation only.
Execution in Counterparts. This Agreement may be executed by the parties in multiple counterparts, which taken together shall be deemed one original document.
Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of delivery, if delivered personally or by telecopy or similar transmittal (with receipt acknowledged), to the party to whom notice is to be given, or on the fifth business day after mailing if mailed by first class mail, registered or certified, postage prepaid, and properly addressed as entered into and provided by the invoice as received per order placement and/or as follows:
Contact and Service Address.
Contact and Service Information for BUYER: (as provided by Invoice or Purchase Order)
Contact and Service information for SELLER: (as provided by Invoice or Purchase Order) Email Address: ContactTheOffice@Birdnecklace.com;
Amendments. BRE will make modifications to this agreement from time to time.
Severability of Provision. In the event that any portion of these Terms & Conditions is deemed unenforceable, all other provisions of this Terms & Conditions shall remain in full force and effect.
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of South Dakota, without reference to conflict of law principles, and except as superseded by applicable federal laws.
Agreement and Acceptance (Signature). This agreement is in effect and enforce upon Seller’s receipt of the Buyer’s payment of the “Current Amount Due” as defined by the Invoice Agreement, and the Seller’s acceptance of this payment, which shall represent an electronic signature, the same applies to Seller upon accepting payment.
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