Repurpose Solar

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Terms & Conditions of Service

The terms governing solar recycling coordination, logistics management, value recovery, and compliance documentation services provided by Repurpose Solar.

Version
1.0
Effective
May 2026

These Terms & Conditions of Service (“Terms”) govern the relationship between Repurpose Solar and any Client engaging Repurpose Solar for solar recycling, logistics coordination, compliance documentation, or related services. By submitting a project request, executing a Project Agreement, or otherwise engaging Repurpose Solar’s services, Client acknowledges that it has read, understood, and agrees to be bound by these Terms.

These Terms apply to all services provided by Repurpose Solar unless a separately executed written agreement expressly supersedes them. In the event of a conflict between these Terms and a Project Agreement, the Project Agreement controls for that specific engagement.

1. Definitions

As used in these Terms, the following capitalized terms have the meanings set forth below:

  • “Repurpose Solar / We / Us / Company” means Repurpose Solar LLC, a limited liability company organized under the laws of the State of Wyoming and registered as a foreign LLC in California and other states where it conducts business, with its principal place of business in San Clemente, California.
  • “Client / You” means any business, government entity, or individual that engages Repurpose Solar for services under these Terms or a Project Agreement.
  • “Services” means the solar recycling coordination, logistics management, compliance documentation, value recovery, and related services described in Section 3, as further specified in a Project Agreement.
  • “Project Agreement” means a written scope of work, proposal, service order, or contract executed between Repurpose Solar and Client that defines the specific services, pricing, timeline, and deliverables for a given engagement.
  • “Equipment” means solar panels, inverters, racking, batteries, ballast blocks, electrical components, and any other solar energy equipment that is the subject of a Services engagement.
  • “Third-Party Contractors” means licensed contractors, freight carriers, recycling facilities, hazardous waste handlers, and other independent service providers engaged by Repurpose Solar to perform field or processing activities in connection with the Services.
  • “Chain-of-Custody Documentation” means manifests, recycling certificates, transfer records, and other documentation tracking the movement and processing of Equipment from site of origin through final disposition.
  • “Hazardous Material” means any material classified as hazardous waste under applicable federal law (including RCRA) or applicable state law (including California’s DTSC regulations), including but not limited to cadmium-containing PV modules, lithium-ion batteries, and lead-acid batteries.
  • “Value Recovery” means the process of identifying, grading, and routing functional Equipment to resale channels (including, where commercially appropriate, Repurpose Exchange, an Affiliate of Repurpose Solar) in lieu of recycling or other end-of-life disposition, where commercially appropriate.
  • “Affiliate” means any entity that controls, is controlled by, or is under common control with Repurpose Solar, including without limitation Repurpose Group Inc. (the parent company) and Repurpose Exchange LLC.
  • “Repurpose Exchange” means Repurpose Exchange LLC, a Wyoming limited liability company and an Affiliate of Repurpose Solar, which operates a secondary marketplace for surplus and used solar equipment at repurposeexchange.com.
  • “Recycling Facility” means a certified third-party facility engaged by Repurpose Solar to receive, process, recycle, or otherwise lawfully dispose of Equipment.
  • “Material Recovery” means the recovery of commodity materials — including glass, aluminum, silicon, copper, and other constituents — from Equipment by Recycling Facilities, and the return of such materials to the supply chain. Material Recovery is performed and captured by independent Recycling Facilities; Repurpose Solar does not directly capture or retain Material Recovery value.
  • “Environmental Value” means the landfill diversion, carbon-avoidance, sustainability, and ESG reporting benefits associated with the responsible end-of-life handling of Equipment. Environmental Value is retained by Client as the originating party and is substantiated by the Chain-of-Custody Documentation, recycling certificates, and other deliverables provided by Repurpose Solar under Section 9.

2. Scope of Services

Repurpose Solar provides coordination, management, and documentation services for the responsible end-of-life handling of solar energy equipment. The specific services included in any engagement are defined in the applicable Project Agreement. The following service categories are available:

2.1 PV Module Recycling Coordination

Repurpose Solar coordinates the compliant recycling of crystalline silicon and thin-film photovoltaic modules at end-of-life. Services include logistics coordination, transport scheduling, delivery to certified Recycling Facilities, and issuance of recycling certificates.

2.2 Logistics & Transportation Coordination

Repurpose Solar coordinates end-to-end logistics for solar retirement projects, including removal scheduling, crew dispatch coordination, palletization to DOT standards, freight routing, and carrier management. Field removal activities are performed by licensed Third-Party Contractors. Repurpose Solar serves as the logistics coordinator and does not perform electrical disconnection, structural removal, or other licensed field work directly.

2.3 Solar Ballast Block Recycling

Repurpose Solar coordinates the collection, transportation, and compliant recycling or repurposing of concrete ballast blocks from ballasted rooftop and ground-mount solar systems. Services include contractor coordination for removal, transport to licensed concrete recycling facilities, and disposal documentation.

2.4 Battery & Energy Storage Recycling

Repurpose Solar coordinates the safe collection, certified hazardous waste transportation, and compliant recycling of solar batteries and energy storage systems of all chemistries and scales, including lithium-ion, LFP, lead-acid, and NMC systems, and utility-scale BESS units. Battery recycling engagements require execution of a supplemental hazardous materials addendum. All transport is performed by DOT-certified hazardous materials carriers.

2.5 Compliance Documentation

Repurpose Solar provides Chain-of-Custody Documentation, recycling certificates, waste manifests, and regulatory compliance records for all services performed under a Project Agreement. Documentation packages are calibrated to applicable federal (RCRA) and state (including California DTSC, Texas TCEQ, New York DEC, and other relevant state agencies) regulatory requirements for the project jurisdiction.

Service Scope Note: Repurpose Solar is a coordination and logistics management company. Field removal, electrical disconnection, and structural decommissioning are performed by licensed Third-Party Contractors. Clients requiring licensed contractor services should disclose this need at the time of project scoping.

2.6 Allocation of Recovered Value

Value recovered through the Services flows to different parties depending on the disposition pathway. Client acknowledges and agrees to the following allocation, which is reflected in the pricing set forth in the Project Agreement:

  • Material Recovery is performed and economically captured by independent Recycling Facilities as part of their commodity-processing operations. Repurpose Solar does not directly capture or retain Material Recovery value, and Client has no claim to such value beyond the disposition and documentation obligations of these Terms.
  • Equipment Resale Value (Value Recovery) arising from the routing of functional Equipment to secondary-market channels — including Repurpose Exchange, an Affiliate of Repurpose Solar — is captured by Repurpose Solar or its Affiliate. Client acknowledges this related-party arrangement and agrees that the pricing set forth in the Project Agreement reflects Repurpose Solar’s discretion to direct functional Equipment to Repurpose Exchange or other appropriate channels, and that Client has no separate claim to resale proceeds unless expressly agreed in the Project Agreement.
  • Environmental Value — including landfill diversion, carbon-avoidance, and sustainability and ESG reporting benefits — is retained by Client. Repurpose Solar substantiates this value through the Chain-of-Custody Documentation, recycling certificates, and Landfill Diversion & Sustainability Summary delivered under Section 9.

3. Project Agreements & Quotes

All engagements begin with a project inquiry submitted through repurposesolar.net or directly to Repurpose Solar’s project team. Upon review of the project details, Repurpose Solar will issue a written proposal or Project Agreement outlining the scope of services, pricing, timeline, and deliverables.

  • Quotes are provided at no charge.
  • A Project Agreement becomes binding upon execution by both parties (electronic signature is accepted) and receipt of any required deposit.
  • Material changes to project scope — including changes in Equipment quantity, type, condition, site access conditions, or timeline — must be documented in a written amendment to the Project Agreement. Repurpose Solar reserves the right to adjust pricing to reflect scope changes.
  • Repurpose Solar reserves the right to decline any project inquiry at its sole discretion, including projects that present unacceptable regulatory, safety, or operational risk.

Hazardous Materials Disclosure: Client must disclose the presence of any known or suspected Hazardous Materials — including cadmium telluride (CdTe) thin-film modules, lithium batteries, lead-acid batteries, or PCB-containing equipment — at the time of project inquiry. Failure to disclose may result in project delays, additional charges, or project cancellation.

4. Client Responsibilities

Client is responsible for the following in connection with any engagement:

4.1 Accurate Project Information

Client must provide accurate and complete information regarding the Equipment, including panel count, manufacturer and model where known, approximate condition, presence of Hazardous Materials, and site-specific conditions. Repurpose Solar’s pricing and logistics planning are based on information provided by Client; material inaccuracies may result in scope adjustments and additional charges.

4.2 Site Access

Client is responsible for providing safe, unobstructed access to the Equipment and project site for Repurpose Solar’s team and Third-Party Contractors on the scheduled service date(s). This includes any necessary permissions, permits, gate codes, contact coordination, and safety briefings required for site entry. Delays or project cancellations caused by inadequate site access are subject to the rescheduling and cancellation provisions of Section 7.

4.3 Legal Authority

Client represents and warrants that it has full legal authority to authorize the removal, transport, and disposal or recycling of the Equipment, including any necessary consent from property owners, lenders, lessors, or equipment lienholders. Repurpose Solar is not responsible for disputes arising from Client’s lack of authority over the Equipment or the project site.

4.4 Pre-Existing Conditions

Client is responsible for disclosing any pre-existing site conditions that may affect the safety or logistics of the project, including roof condition, structural limitations, presence of wildlife, environmental contamination, or other access constraints. Repurpose Solar reserves the right to suspend or terminate services if undisclosed conditions create safety or compliance risks.

4.5 Regulatory Obligations

While Repurpose Solar assists with compliance documentation, Client retains ultimate responsibility for compliance with all applicable laws and regulations governing the ownership, storage, transport, and disposal of Equipment on its site. Repurpose Solar’s documentation services do not constitute legal advice, and Client is encouraged to consult independent legal or environmental counsel for complex regulatory matters.

5. Pricing, Invoicing & Payment

All pricing for Services is set forth in the applicable Project Agreement. The following general payment terms apply unless otherwise specified in the Project Agreement:

  • Payment terms, including timing and any deposit, are set in the Project Agreement. Unless otherwise specified, payment in full is due upon execution of the Project Agreement.
  • Overdue balances accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less.
  • Client is responsible for all applicable taxes, including sales tax, use tax, and any state or local environmental fees associated with the Services, unless Repurpose Solar is required by law to collect and remit such taxes directly.
  • Repurpose Solar reserves the right to suspend services on active or future projects if Client has an overdue balance exceeding thirty (30) days.

Scope Change Pricing: Pricing is based on the project scope defined in the Project Agreement. Additions to scope — including increases in panel count, additional equipment types, or access complications discovered on-site — will be documented and billed at the applicable rate per an executed scope amendment.

6. Third-Party Contractors & Facilities

Repurpose Solar coordinates field services through a network of licensed Third-Party Contractors and certified Recycling Facilities. The following terms govern Repurpose Solar’s relationship with and responsibilities for these parties:

  • Third-Party Contractors are independent contractors, not employees or agents of Repurpose Solar. Repurpose Solar is not responsible for the acts, omissions, or negligence of Third-Party Contractors beyond its duty to select qualified, appropriately licensed providers.
  • Repurpose Solar will engage only contractors and recycling facilities that hold applicable licenses, certifications, and insurance required for the services they perform. Documentation of contractor qualifications is available upon request.
  • Repurpose Solar does not perform electrical disconnection, structural removal, or other activities requiring a contractor’s license. All such work is performed by licensed Third-Party Contractors.
  • Repurpose Solar selects Recycling Facilities based on certification, compliance record, and material processing capabilities.

7. Scheduling, Rescheduling & Cancellation

7.1 Scheduling

Project scheduling is confirmed in the Project Agreement or via written confirmation from Repurpose Solar’s project team. Repurpose Solar will use commercially reasonable efforts to meet agreed timelines; however, scheduling is subject to contractor availability, weather conditions, permitting timelines, and other factors outside Repurpose Solar’s direct control.

7.2 Client-Initiated Rescheduling

Client may reschedule a confirmed project date with at least five (5) business days’ prior written notice; fees may be adjusted to reflect logistics changes required by the new schedule. Rescheduling requests submitted with fewer than five (5) business days’ notice may incur a rush rescheduling fee reflecting mobilization costs already committed.

7.3 Client-Initiated Cancellation

If Client cancels a confirmed project after execution of the Project Agreement, the following apply:

  • Cancellation five (5) to six (6) business days before the scheduled start date: fifty percent (50%) of the payment is retained. Any additional costs due to cancellation will be deducted from the remaining 50% and the balance remitted to Client’s account.
  • Cancellation fewer than five (5) business days before the scheduled start date, or after mobilization has commenced: the full payment is retained, and Client is responsible for any additional costs already incurred by Repurpose Solar.

7.4 Repurpose Solar-Initiated Suspension or Cancellation

Repurpose Solar reserves the right to suspend or cancel services without liability if: (a) Client has not fulfilled its responsibilities under Section 4; (b) site conditions present safety or compliance risks that were not disclosed at project scoping; (c) Client has an overdue balance; or (d) force majeure conditions prevent performance. In the event of a Company-initiated cancellation that is not attributable to Client, Repurpose Solar will refund the deposit less any non-recoverable costs.

8. Regulatory Compliance & Environmental Standards

Repurpose Solar is committed to full regulatory compliance at every stage of the services it coordinates. The following standards govern all engagements:

  • All Equipment handling, transport, and downstream processing is coordinated in compliance with applicable federal regulations, including the Resource Conservation and Recovery Act (RCRA) and Department of Transportation (DOT) hazardous materials transportation rules.
  • State-specific compliance requirements — including California DTSC, Texas TCEQ, New York DEC, and other applicable state environmental agency rules — are incorporated into project planning for each engagement based on project jurisdiction.
  • Repurpose Solar maintains compliance documentation for all projects, including waste manifests, recycling certificates, and Chain-of-Custody records. Documentation packages are provided to Client upon project completion.
  • No Equipment coordinated through Repurpose Solar is directed to landfill disposal where compliant recycling or regulated alternative disposal options are available. Repurpose Solar’s downstream Recycling Facilities are selected based on compliance record and material recovery capability.
  • Repurpose Solar does not provide legal advice or regulatory determinations. Clients with complex regulatory questions are encouraged to consult licensed environmental counsel.

Hazardous Waste Notice: PV modules containing cadmium, lead, or other regulated substances may be classified as hazardous waste under California, federal, or other state law. Battery and storage systems are classified as hazardous waste in most jurisdictions. Repurpose Solar’s coordination services include proper hazardous waste manifesting and certified transport, but Client retains generator liability under applicable environmental law.

9. Documentation & Deliverables

Upon project completion, Repurpose Solar will provide Client with a documentation package appropriate to the services performed. Standard deliverables include:

  • Chain-of-Custody records from site pickup through final processing;
  • Waste manifests and transport documentation, where applicable;
  • Project completion summary, including Equipment quantities processed by type and disposition; and
  • State-specific compliance documentation as required by the project jurisdiction.
  • Landfill Diversion & Sustainability Summary, including approximate tonnage diverted from landfill, Equipment count by disposition (recycled, resold via Repurpose Exchange or other secondary-market channel, or otherwise lawfully disposed), and, where reasonably available, estimated CO2-equivalent emissions avoided versus landfill disposal. The Sustainability Summary is provided to substantiate Client’s retained Environmental Value and may be used by Client for internal reporting and ESG-related disclosures, subject to the accuracy of underlying project data and the limitations stated therein.

Documentation is delivered electronically via email or Client portal within fifteen (15) business days of project completion, unless a different timeline is agreed in the Project Agreement. Annual recycling summary reports are available upon request for Clients with ongoing or multi-site engagements.

Repurpose Solar maintains project records for a minimum of five (5) years from project completion. Clients may request copies of project documentation within this retention period.

10. Client Representations & Warranties

By engaging Repurpose Solar, Client represents and warrants that:

  • It has full legal authority to engage Repurpose Solar for the Services and to authorize the handling, transport, and disposition of the Equipment;
  • All information provided to Repurpose Solar regarding the Equipment, site conditions, and regulatory status is accurate and complete to the best of Client’s knowledge;
  • Client has disclosed all known or reasonably suspected Hazardous Materials associated with the Equipment;
  • Client holds all required permits, approvals, and authority to remove Equipment from the project site;
  • The engagement does not violate any contractual obligation, court order, or applicable law; and
  • Client is not subject to any U.S. or applicable foreign sanctions, debarment, or export restriction that would prohibit the engagement.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless Repurpose Solar, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from or related to:

  • Client’s breach of any representation, warranty, or obligation under these Terms or a Project Agreement;
  • Inaccurate or incomplete project information provided by Client;
  • Client’s failure to disclose known Hazardous Materials or site conditions;
  • Client’s lack of legal authority over the Equipment or project site;
  • Regulatory violations attributable to Client’s actions or omissions, including generator liability under applicable environmental law; or
  • Any third-party claim arising from Client’s ownership, operation, or prior disposal of the Equipment.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPURPOSE SOLAR’S AGGREGATE LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR ANY PROJECT AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO REPURPOSE SOLAR FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT.

REPURPOSE SOLAR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REGULATORY FINES ATTRIBUTABLE TO CLIENT’S OWN OBLIGATIONS, PROPERTY DAMAGE NOT CAUSED BY REPURPOSE SOLAR’S DIRECT NEGLIGENCE, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Repurpose Solar’s liability for acts or omissions of Third-Party Contractors is limited to its duty to select qualified, appropriately licensed providers. Repurpose Solar is not liable for the independent negligence or misconduct of Third-Party Contractors.

Nothing in these Terms limits liability for gross negligence, willful misconduct, or fraud by Repurpose Solar.

13. Insurance

Repurpose Solar maintains general commercial liability insurance and such other coverage as is appropriate for its coordination and management activities. Upon request, Repurpose Solar will provide a certificate of insurance evidencing current coverage.

Third-Party Contractors engaged by Repurpose Solar are required to maintain appropriate insurance for the licensed field services they perform, including general liability, workers’ compensation, and, where applicable, hazardous materials liability coverage. Certificates of insurance for Third-Party Contractors are available upon request.

Client is responsible for maintaining appropriate property, liability, and environmental insurance coverage for its project site and Equipment prior to handoff to Repurpose Solar’s logistics coordination.

14. Confidentiality

Each party agrees to hold in confidence any non-public information disclosed by the other party in connection with the Services (“Confidential Information”), and to use such information solely for the purpose of performing or receiving the Services.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by law or court order, provided that the disclosing party is given prompt written notice and an opportunity to seek a protective order.

These confidentiality obligations survive termination of the Services for a period of three (3) years.

15. Intellectual Property

All proprietary tools, processes, documentation templates, reporting formats, and methods developed and used by Repurpose Solar in connection with the Services remain the exclusive property of Repurpose Solar. Client receives a non-exclusive, non-transferable right to use project-specific documentation and reports solely for its own internal compliance, ESG reporting, and audit purposes.

Client may not reproduce, distribute, or commercialize Repurpose Solar’s documentation templates, compliance frameworks, or proprietary materials without prior written consent.

16. Termination

16.1 Termination for Cause

Either party may terminate a Project Agreement immediately upon written notice if the other party: (a) materially breaches these Terms or the Project Agreement and fails to cure such breach within ten (10) business days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy proceedings; or (c) engages in fraudulent or illegal conduct related to the engagement.

16.2 Effect of Termination

Upon termination of a Project Agreement: (a) Client remains responsible for payment of all fees for Services performed prior to termination; (b) Repurpose Solar will provide documentation for any Services completed through the termination date; and (c) Equipment in Repurpose Solar’s custody or control at the time of termination will be returned to Client or directed to compliant disposition as mutually agreed. The provisions of these Terms that by their nature should survive termination — including confidentiality, indemnification, limitation of liability, and governing law — will continue in effect.

17. Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, pandemic, government action or restriction, labor disputes, supply chain disruptions, extreme weather, or infrastructure failure (“Force Majeure Event”).

The party affected by a Force Majeure Event must provide prompt written notice to the other party and use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Project Agreement without penalty upon written notice, subject to payment for Services completed through the date of termination.

18. Modifications to These Terms

Repurpose Solar may update these Terms at any time. Material changes will be communicated to Clients with active Project Agreements via email at least thirty (30) days prior to taking effect. The current version of these Terms will be available at repurposesolar.net/terms. For new project engagements, the Terms in effect at the time of Project Agreement execution will govern that engagement.

19. General Provisions

  • Entire Agreement. These Terms, together with any executed Project Agreement and applicable addenda, constitute the entire agreement between the parties with respect to the Services and supersede all prior negotiations, representations, and understandings.
  • Severability. If any provision is found unenforceable, the remaining provisions continue in full force and effect.
  • No Waiver. Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.
  • Independent Contractors. Repurpose Solar and Client are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
  • Assignment. Client may not assign rights or obligations under these Terms or a Project Agreement without Repurpose Solar’s prior written consent. Repurpose Solar may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
  • Notices. All notices under these Terms must be in writing and delivered by email (with confirmation of receipt), overnight courier, or certified mail to the addresses set forth in the applicable Project Agreement.
  • Counterparts. Project Agreements may be executed in counterparts, including by electronic signature, each of which will be deemed an original.

20. Contact Information

For questions regarding these Terms, project inquiries, or service support:

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