Contract & Clauses

FOR US Clause 14.7 — Module Warranty (unconditional exclusion)

"PV Modules shall be provided by the Owner from a third-party and delivered to the Contractor in due time in accordance with Schedule B-6 (Implementation Schedule). The Contractor shall not provide any warranty for the PV Modules."Clause 14.7, executed Angol EPC

The Owner concedes this clause in its own Notice, then attempts to route around it via "defective design or engineering".

FOR US Recital (A) — module carve-out from procurement scope

"The Owner wishes to procure the design, engineering, procurement (with the sole exception of the PV Modules that will be procured by the Owner from a third-party and delivered to the Contractor at the Site), construction, installation, testing/commissioning, performance testing and remedying of Defects…"Recital (A), executed Angol EPC

FOR US Definition of "Defect" — requires a Contractor failure

"Defect means: (a) … any defect arising out of any defective design, materials, construction, workmanship, or failure of the Works which is not in accordance with this Contract and which, in every case, is caused by a failure of the Contractor to comply with this Contract; … but shall not include (i) defects of a cosmetic nature, and/or (ii) defects caused by and/or contributed to by any (iii) failure by the Owner or a third party to operate and/or maintain the Works in accordance with the operation and maintenance manuals and/or Good Industry Practice, (iv) any action performed by any third party not authorized by the Contractor, (v) normal wear and tear."Section 1.1 Definitions, executed Angol EPC

The Notice identifies no cause and no Contractor failure — it asks the Contractor to find one, while simultaneously demanding remediation at the Contractor's cost.

FOR US Clause 14.1(b) — the Owner's 5-Business-Day notice obligation

"If during the Warranty Period, the Owner discovers or believes there is a Defect, the Owner may give the Contractor a written instruction within five (5) Business Days of becoming aware of the Defect: (i) specifying the Defect and providing reasonable evidence of the existence of the relevant Defect; (ii) requiring the Contractor to correct the Defect; and (iii) specifying a reasonable time within which the Defect must be corrected…"Clause 14.1(b), executed Angol EPC

The Owner's representative documented the defect in writing on 26 May 2026; the Notice is dated 6 July — ~6 weeks. No evidence attached. No correction time specified. Three failures of the clause the Notice itself invokes.

FOR US Schedule C-7 — the Owner specified both products in the Contract

Schedule C-7 "Technical Specifications of Key Components" (Site Specific Schedule) comprises: 1. Module Datasheet, 2. Inverter Datasheet, 3. Transformer Datasheet, 4. Tracker Datasheet.

• The Module Datasheet is the Trina Solar "Vertex" bifacial dual-glass 650 W sheet (2384 × 1303 × 33 mm, 2.0 mm heat-strengthened glass both sides).
• The Tracker Datasheet is the Arctech "SkyLine II Tracker Specifications" sheet.
• The schedule derives from PowerTree's own template pack (ES-PPP-C-07 … rev -.docx, 13 Feb 2024 — ~2 months before signature).
• The executed C-07 for Falcon, Los Sauces I and Dinamo are byte-identical (1,782,216 bytes) — one specification imposed portfolio-wide.

View both datasheets on the Documents page.

FOR US The Arctech datasheet the Owner incorporated warrants the disputed behaviour away

"Standard Design Wind Speed — Completely stable against wind induced torsional instabilities up to 70 m/s" · "Modules Supported — All commercially available modules" · "Wind Stow Mode — Tracker flat"Schedule C-7, Tracker Datasheet (Arctech SkyLine II), executed EPC

Against the field record (jerky slew-drive movement, misalignment, torsional deflection at tracker 56 — documented by the Owner's own representative), either the tracker underperforms the datasheet the Owner incorporated (→ Arctech manufacturer warranty via Cl. 14.6 / Sch. C-8), or the Owner's specification was unsuitable. Neither route reaches the Contractor's workmanship.

RISK Clause 2.5 — Professional engineering and design

"(a) The Contractor shall be responsible for the entirety of the design of the Works. Regarding the design based on the documentation provided by the Owner under this Contract in Schedule C-1 through Schedule C-10, Contractor shall review and assess whether this documentation is suitable for the performance of the Works from a technical point of view…
(b) The Contractor assumes full responsibility for the design of the whole of the Works including, without limitation, any design included in the Owner's Requirements."Clause 2.5, executed Angol EPC

RISK Clause 2.15 — Responsibility for documentation (the Owner's strongest card)

"The Contractor is solely responsible for reviewing and interpreting that the documentation provided by the Owner … is suitable … from a technical point of view … Therefore: (i) the Contractor will be solely liable for any technical error, ambiguity, inconsistency, omission, fault, deficient or other technical defect which have not been identified by the Contractor during the review …; and (ii) the Owner shall be responsible for any damage … other than technical …"Clause 2.15(a), executed Angol EPC

The Notice's phrase "including review and validation of third party and vendors design and specifications" is this clause, near-verbatim. It is drafted, not improvised.

ESCAPE HATCH Clause 2.15(c) — notification shifts the liability back

"If the Contractor becomes aware of any technical error, ambiguity, inconsistency, omission, fault, deficiency or defect in any document provided by the Owner, the Contractor shall promptly notify the Owner … and the Owner's Representative shall issue any necessary clarification or instruction … being understood that, should the Owner not issue any clarification and instruction, then the Contractor cannot be considered liable for the relevant technical error, ambiguity, inconsistency, omission, fault, deficiency or defect."Clause 2.15(c), executed Angol EPC

Evidenced notifications by iEnergia (see AFRY page): torque-tube plan/elevation inconsistencies (Sara Barriuso, 28 Jun 2024); drawing and pole-distribution inconsistencies (Alex Carthew, 4 Jun 2024). Not yet evidenced: any module format/size concern raised by iEnergia — currently unsourced; must not be cited externally until a record is produced.

NEUTRAL Clause 17 & risk transfer — handle with care

"…the responsibility, custody and the risk of loss or damage in relation to the Component Parts, the Spare Parts and the Works shall lie with the Contractor until the Provisional Acceptance has been achieved."Clause 17, executed Angol EPC

Risk of loss passed at Provisional Acceptance — but the Defect Warranty runs 3 years from that date (Cl. 14.2), and the PAC states acceptance is not "a release of the Contractor from any liability for defects". Use the clean punch list as evidence of condition at handover, not as a legal shield.

Schedule A-7 (Racking and Tracker Requirements), §3.1: "The specifications for the tracker are provided in Schedule C-9." But Schedule C-9 is "Spare Parts" — the tracker specification actually resides at Schedule C-7. A minor internal inconsistency, and itself an "ambiguity/inconsistency … in the documents provided by the Owner" within the meaning of Clause 2.15. Any contention that the Owner's schedules were deficient is a contention against the Owner's own documents.