Terms and Conditions of Sale
The terms that govern GreEnergy Resources LLC's sale of goods and performance of services.
Last revised July 17, 2026
These Terms and Conditions of Sale govern the sale of goods, equipment, parts, and materials and the performance of commissioning, operations and maintenance, testing, repair, installation, and other field services by GreEnergy Resources LLC.
01. Applicability; Entire Agreement; Order of Precedence
(a) These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of goods, equipment, parts, and materials (“Goods”) and the performance of commissioning, operations and maintenance, testing, repair, installation, and other field services (“Services”) by GreEnergy Resources LLC (“GreEnergy”) to the individual or entity purchasing Goods and/or Services (“Customer”). The accompanying proposal, quotation, or estimate provided by GreEnergy (the “Proposal”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous understandings, agreements, negotiations, discussions, representations, proposals, quotations, and communications, whether written or oral. The Proposal shall be valid for a period of 30 days unless specified otherwise in writing by GreEnergy. (b) Customer acknowledges and agrees that these Terms are incorporated in, and are a part of, each proposal, quotation, estimate, purchase order, service order, invoice, release, requisition, work order, shipping instruction, specification, and/or any other document, whether expressed verbally, in written form, or by electronic communication, relating to the Goods and/or Services. These Terms prevail over any of Customer’s terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms, and any other terms and conditions that appear on or are referenced in any purchase order, release, email, correspondence, acknowledgement, or other document or communication will not apply, even if issued subsequent to the date of this Agreement. GreEnergy’s delivery of Goods or performance of Services does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. (c) In the event of any conflict between this Agreement and any purchase order, estimate, proposal, work order, invoice, or other document exchanged between the parties, this Agreement shall control unless a written amendment specifically references this Agreement and is executed by authorized representatives of both parties. (d) Notwithstanding anything herein to the contrary, if a written contract signed by both parties (including a master services agreement or subcontract) is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
02. Goods and Services
The Goods will be delivered in connection with GreEnergy’s performance of the Services or within a reasonable time after such performance. GreEnergy shall provide the Services to Customer as described in the Proposal in accordance with these Terms. GreEnergy shall use commercially reasonable efforts to meet any delivery or performance dates specified in the Proposal, but any such dates shall be estimates only.
03. Customer’s Obligations
(a) Customer shall: (i) cooperate with GreEnergy in all matters relating to the Goods and Services and provide safe and unimpeded access to the project site, energized and de-energized equipment as required for the work, and such other facilities as may reasonably be requested by GreEnergy; (ii) respond promptly to any GreEnergy request to provide direction, information, approvals, authorizations, permits to work, switching or lockout/tagout coordination, or decisions that are reasonably necessary for GreEnergy to deliver the Goods and/or perform the Services; (iii) provide such Customer materials and information (including, without limitation, a safe and working electrical source, site-specific safety requirements, drawings, and commissioning or test documentation) as GreEnergy may request to deliver the Goods and/or perform the Services in a timely manner, and ensure that such materials and information are complete and accurate in all respects; and (iv) obtain and maintain all necessary licenses, permits, and consents and comply with all applicable laws in relation to the Goods and Services. (b) Upon Customer’s request, and to the extent possible, GreEnergy will administer and/or obtain any necessary permits, subject to an administration charge of 3%–3.5% of the total cost of the Goods and/or Services plus time for processing, and Customer shall reimburse GreEnergy the full amount of the costs incurred in administering and/or obtaining said permits.
04. Site Facilities
For engagements with an expected or actual on-site duration exceeding thirty (30) calendar days, Customer shall supply, at no cost to GreEnergy, the following site facilities for the use of GreEnergy personnel: (a) at least one (1) portable restroom maintained in clean and serviceable condition throughout the engagement; (b) a weather-tight job trailer suitable for use as an on-site office, including access to electrical power where available; and (c) adequate on-site storage space or a lockable storage container for GreEnergy tools, equipment, and materials. If Customer fails to provide the required facilities within five (5) business days of the thirty (30) day threshold, GreEnergy may procure such facilities at Customer’s expense, billed at actual cost.
05. Delays; Standby; Demobilization and Remobilization; Schedule Extension
(a) If GreEnergy’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, or by any other cause not attributable to GreEnergy, GreEnergy shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer arising directly or indirectly from such prevention or delay. (b) Standby. GreEnergy’s personnel are billable from mobilization through demobilization, including idle, waiting, and delay time, at the standby rate set forth in the Proposal (or, if none, the applicable time-and-materials rate), including travel time and per diem/subsistence, except for delays caused solely by GreEnergy’s own personnel, equipment, or failure to perform. Billable standby includes, without limitation, delays arising from site access, energization, switching or lockout/tagout, permits, documentation, Customer-furnished materials, other contractors, weather, or actions of any utility or authority. Customer may at any time direct demobilization of the crew, whereupon standby charges cease and the demobilization, remobilization, lodging, and schedule-extension provisions of Sections 5(c) and 5(d) apply. (c) Demobilization and Remobilization. If GreEnergy personnel must demobilize and leave the site due to an unresolved delay not attributable to GreEnergy, or at Customer’s direction, Customer shall reimburse GreEnergy for (i) all actual costs of return travel; and (ii) a flat remobilization fee of $2,000 per occurrence. (d) Schedule Extension. All project milestones, completion dates, and commercial operation dates shall automatically extend by a period equal to the total delay plus any necessary technician rescheduling window.
06. Minimum Daily Hours
For each calendar day on which GreEnergy mobilizes personnel to Customer’s site, a minimum of five (5) hours of labor per technician shall be charged, regardless of the actual hours worked. If work performed exceeds five (5) hours, actual hours worked will be billed.
07. Prevailing Wage
Unless expressly stated in the Proposal, GreEnergy’s pricing assumes the work is not subject to the Davis-Bacon Act, the Inflation Reduction Act prevailing wage and apprenticeship requirements, or any state or local prevailing wage law (collectively, “Prevailing Wage Requirements”). Customer shall notify GreEnergy in writing before issuance of the Proposal if any Prevailing Wage Requirements apply to the project and shall provide the applicable wage determinations. If Prevailing Wage Requirements are determined to apply after the date of the Proposal (including by retroactive determination), the price shall be equitably adjusted to reflect the increased wage, fringe, apprenticeship, administrative, and compliance costs, effective as of the date such requirements apply. Where Prevailing Wage Requirements apply and have been disclosed, GreEnergy will pay covered workers in accordance with the applicable wage determinations and maintain certified payroll records as required by law; administrative charges for certified payroll and compliance reporting will be set forth in the Proposal.
08. Change Orders
(a) Customer may request changes to the Goods and/or Services by submitting a written request to GreEnergy referencing the applicable Proposal and setting forth in detail the requested changes. GreEnergy will use commercially reasonable efforts to accommodate any such request, provided that GreEnergy reserves the right to reject such request in its sole discretion. GreEnergy shall promptly advise Customer in writing of the effect any such request has on price and/or schedule. GreEnergy shall not be required to implement any Customer-directed change until the parties have agreed in writing to an equitable adjustment to the price and/or schedule. Approved changes shall be documented in a written change order signed on behalf of both parties. GreEnergy may charge for the time it spends assessing and documenting a change request on a time-and-materials basis. (b) GreEnergy may, from time to time, change the Goods and/or Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Goods or Services, the fees related to same, or any performance dates set forth in the Proposal. Prices for Goods and Services reflected in any publication, including GreEnergy’s marketing materials and website, are subject to change without notice.
09. Fees and Expenses; Payment Terms; Deposits
(a) Customer shall pay the fees set forth in the Proposal, subject to any adjustments agreed in writing pursuant to these Terms. Customer agrees to reimburse GreEnergy for all reasonable travel, per diem, and out-of-pocket expenses incurred by GreEnergy in connection with the delivery of Goods and/or performance of the Services, unless expressly included in the Proposal pricing. (b) Except as otherwise provided in the Proposal, prices quoted in the Proposal are valid for 30 days from the date of the Proposal. (c) Except as otherwise expressly set forth in the Proposal, Customer shall pay all invoiced amounts within 30 days from the invoice date, in immediately available funds in US dollars. If payment is not received by the due date, GreEnergy may: (i) charge interest on unpaid amounts at a rate of 1.5% per month or, if lower, the maximum rate permitted under applicable law, from the due date until paid; and/or (ii) suspend delivery of all Goods and performance of all Services until payment has been made in full. Customer will pay all court costs, attorneys’ fees, and other costs and expenses incurred by GreEnergy in collecting past-due amounts, including interest. Customer shall not withhold payment of any amounts due by reason of any setoff of any claim or dispute with GreEnergy. (d) Deposits and Milestone Payments. For orders of Goods or materials, GreEnergy may require a deposit, prepayment of freight, tariffs, duties, and logistics fees, and/or milestone payments as set forth in the Proposal, and GreEnergy shall have no obligation to place orders with its suppliers until such amounts are received.
10. Materials Orders; Third-Party Products; Cancellation
(a) Goods may constitute, contain, be contained in, incorporated into, attached to, or packaged together with products manufactured by third parties (“Third-Party Products”). GreEnergy is a reseller, and not the manufacturer, of Third-Party Products. (b) Orders for Goods and materials are non-cancelable from and after the point at which GreEnergy becomes financially committed to its supplier for such Goods (including placement of a purchase order with the supplier, payment of freight, tariffs, or fees, or booking of the Goods for shipment). If Customer cancels or refuses delivery after such point, Customer shall remain liable for the full purchase price of the Goods plus incurred freight, tariff, storage, and handling costs. Cancellations accepted by GreEnergy prior to such point may be subject to a restocking fee of up to 25%. (c) Title and risk of loss pass to Customer upon delivery of the Goods to the project site or other agreed delivery point. Customer’s acceptance of delivery constitutes acknowledgment that the Goods conform to the order, subject to Section 14(b).
11. Taxes
Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. The prices quoted in the Proposal do not include applicable taxes, tariffs, or freight, which are the responsibility of Customer. If Customer claims an exemption, Customer shall provide a valid exemption or resale certificate prior to invoicing.
12. Intellectual Property
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, reports, test data, procedures, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of GreEnergy in the course of performing the Services (collectively, the “Deliverables”) shall be owned by GreEnergy. GreEnergy hereby grants Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, perpetual license to use the Deliverables to the extent necessary for Customer to make reasonable use of the Deliverables and the Services.
13. Confidential Information
All of GreEnergy’s non-public, confidential, or proprietary information, including, without limitation, trade secrets, technology, procedures, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by GreEnergy to Customer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked as confidential, is confidential and shall not be disclosed or copied by Customer without GreEnergy’s prior written consent. Confidential Information does not include information that is: (a) in the public domain other than as a result of Customer’s breach of this Section; (b) known to Customer at the time of disclosure, as established by documentary evidence; or (c) rightfully obtained by Customer on a non-confidential basis from a third party. Customer agrees to use the Confidential Information only to make use of the Services and Deliverables. GreEnergy shall be entitled to injunctive relief for any violation of this Section.
14. Representation and Warranty
(a) With respect to Goods, GreEnergy assigns and passes through to Customer, to the extent assignable, any warranties made by the manufacturers and suppliers of the Goods, and GreEnergy’s warranty obligations with respect to Goods shall run coterminous with, and shall not exceed, the applicable manufacturer’s warranty. OTHERWISE, GOODS FURNISHED HEREUNDER ARE FURNISHED AS-IS, WHERE-IS, WITH NO WARRANTY WHATSOEVER. Extended warranty coverage, if any, is available only as expressly set forth in the Proposal for a separate fee, and unless expressly stated otherwise covers replacement equipment only and excludes labor. With respect to Services, GreEnergy represents and warrants that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. (b) Customer shall inspect the Goods and Services upon receipt. GreEnergy shall not be liable for a breach of the warranty set forth in Section 14(a) unless Customer gives written notice of the defective Goods and/or Services, reasonably described, to GreEnergy within ten (10) days of the time when Customer discovers or should have discovered the defect. (c) Subject to Section 14(b), GreEnergy shall, in its sole discretion, either: (i) re-perform the defective Services (or, for Goods, facilitate the manufacturer’s warranty remedy); or (ii) credit or refund the price of the defective Services at the pro rata contract rate. GreEnergy shall not be liable for a breach of warranty if: (x) the defect arises because Customer failed to follow GreEnergy’s or the manufacturer’s instructions as to the storage, installation, use, or maintenance of the Goods or Services; or (y) Customer alters or repairs the Goods without the prior written consent of GreEnergy. (d) THE REMEDIES SET FORTH IN SECTION 14(c) ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND GREENERGY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 14(a).
15. Disclaimer of Warranties
EXCEPT FOR THE WARRANTY EXPRESSLY SET FORTH IN SECTION 14(a), GREENERGY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. THIRD-PARTY PRODUCTS ARE NOT COVERED BY THE WARRANTY IN SECTION 14(a), AND GREENERGY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT; CUSTOMER’S SOLE RECOURSE FOR THIRD-PARTY PRODUCTS IS TO THE APPLICABLE MANUFACTURER’S WARRANTY AS PASSED THROUGH UNDER SECTION 14(a).
16. Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party and its affiliates, and their respective officers, directors, managers, employees, and agents, from and against any third-party claims, losses, damages, or expenses (including reasonable attorneys’ fees) to the extent arising from the indemnifying party’s negligence, willful misconduct, or breach of this Agreement, including claims for bodily injury, death, or damage to tangible property. In no event shall GreEnergy have any indemnification or other obligation with respect to any product, equipment, or system component that GreEnergy did not sell, install, or service, including, without limitation, batteries, battery management systems, inverters, and other balance-of-system equipment.
17. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL GREENERGY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, LOSS OF DATA, DIMINUTION IN VALUE, LOST PROFITS OR BUSINESS OPPORTUNITIES, LOST ENERGY OR ENERGY ARBITRAGE REVENUE, MISSED OR REDUCED CAPACITY OR AVAILABILITY PAYMENTS, LIQUIDATED OR DELAY DAMAGES OWED BY CUSTOMER TO ANY UTILITY, OFFTAKER, OR OTHER THIRD PARTY, COSTS OF REPLACEMENT POWER, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOSSES, COSTS, OR EXPENSES WHATSOEVER, OR FOR COSTS OF COVER OR ATTORNEY OR EXPERT WITNESS FEES, REGARDLESS OF WHETHER ANY OF THE FOREGOING WERE FORESEEABLE, WHETHER GREENERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL GREENERGY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO GREENERGY BY CUSTOMER PURSUANT TO THE APPLICABLE PROPOSAL OR INVOICE. THIS SECTION EXPRESSLY SURVIVES ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
18. Termination
In addition to any remedies that may be provided under this Agreement, GreEnergy may terminate this Agreement with immediate effect upon written notice to Customer if Customer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Upon any termination, Customer shall remain liable for all Goods ordered or tendered (including non-cancelable materials under Section 10), all Services rendered, and all pre-approved out-of-pocket expenses incurred by GreEnergy for which Customer has not yet rendered payment.
19. Waiver
No waiver by GreEnergy of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by GreEnergy. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
20. Force Majeure
GreEnergy shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond GreEnergy’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, changes in law or tariffs, war, invasion or hostilities, terrorist threats or acts, riot or other civil unrest, national emergency, epidemic or pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials or equipment, or telecommunication breakdown or power outage. Billing for delay and standby time is governed by Section 5.
21. Assignment
Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of GreEnergy. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement. GreEnergy may, without Customer’s consent, delegate, assign, or subcontract any or all of its duties, rights, or obligations under this Agreement.
22. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
23. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
24. Governing Law
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule. If GreEnergy prevails in any form of litigation arising out of this Agreement, GreEnergy shall be entitled to recover from Customer its court costs, litigation expenses, and reasonable attorneys’ fees incurred in prosecuting its claims.
25. Submission to Jurisdiction
Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the state or federal courts sitting in Carter County, Oklahoma, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
26. Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth in the Proposal or to such other address that may be designated by the receiving party in writing. Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (return receipt requested, postage prepaid), or email with confirmation of receipt. Notices shall be deemed given (a) when delivered in person, (b) on the day following delivery if sent by overnight courier, (c) on the fifth day after mailing by certified or registered mail, or (d) upon confirmed receipt if sent by email.
27. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
28. Survival
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement, including, without limitation: Confidential Information, Indemnification, Limitation of Liability, Governing Law, Submission to Jurisdiction, and Survival.
29. Amendment and Modification
This Agreement may only be amended or modified in a writing signed by an authorized representative of each party that specifically states what portion of this Agreement is being amended.
SMS program terms
GreEnergy Resources LLC operates a dispatch SMS program for its technicians and contractors. By opting in, you agree to receive recurring automated text messages about work assignments, schedule changes, job details, and urgent dispatch updates. Message frequency varies. Message and data rates may apply. You can opt out at any time by replying STOP. Reply HELP or contact dispatch@greenergyresources.com for assistance. GreEnergy may modify or discontinue the SMS program at any time. Carriers are not liable for delayed or undelivered messages.
Contact
Questions about these terms? Contact GreEnergy Resources at (580) 768-9534 or 609 Akron Ave, Ardmore, OK 73401.