Australia’s Off-Grid
Battery Storage Experts
Phone
1300 334 839
Terms and Conditions
PARTIES
OFF-GRID ENERGY AUSTRALIA PTY LTD ABN 65 149 378 281 of 9 Star Ave Dudley Park SA 5008 (Off-Grid)
THE CUSTOMER as set out in Quotation document (Customer)
1.1 The Customer acknowledges that the written quotation issued by Off-Grid shall be deemed an offer to sell to the person to whom the quotation is addressed only upon the terms and conditions set out herein. Written acceptance of the quotation by the Customer will constitute a Contract incorporating these terms and conditions.
1.2 This Agreement shall prevail over all inconsistencies in any other correspondence, unless Off-Grid agrees otherwise in writing.
1.3 The Quotation shall remain current for 14 days from the date of the Quotation unless withdrawn earlier in writing by Off-Grid.
1.4 No representations, inducements, promises or agreements between parties will vary these terms unless in writing and signed by both parties.
2.1 The amount payable by the Customer (including delivery, installation or other related fees) is set out in the Quote & Contract Acceptance (Customer Price).
2.2 Unless otherwise stated, the Customer Price is inclusive of Goods and Services Tax (GST).
2.3 Off-Grid reserves the right to charge the Customer for any costs incurred due to:
2.4 Off-Grid will document significant design changes and seek Customer approval or offer a full refund if required design or performance information is not provided before expiry of any cooling-off period and the Customer does not consent; or if agreed delivery timeframes cannot be met due to Off-Grid’s actions, and the Customer does not agree to the revised timeframe; or if pre-requisite grid connection approval is not obtained.
2.5 Off-Grid may increase the Customer Price prior to delivery if input costs rise, including changes to STC values. Customer may cancel and receive a full refund if extra chargeable work was not specified in the original contract.
2.6 Government financial incentives specified are estimates only and may change based on eligibility or STC fluctuations.
2.7 Payment terms are as set out in the Contract Acceptance. Extension of credit is at Off-Grid’s discretion.
2.8 Full payment is required without set-off on the final day of installation.
2.9 Additional charges may apply for: taxes, levies, interest on late payments, legal costs, variation costs, or collection of returnable goods.
2.10 If payment is not made when due, Off-Grid may suspend work, withhold orders, recover goods, and charge interest at 20% per annum until paid in full.
2.11 Deposits: A deposit of 10% of the total contract price is payable upon acceptance of the contract. If the Customer cancels after the cooling-off period, Off-Grid may retain part of the deposit to cover reasonable expenses incurred. These may include administration costs, or in some cases non-refundable hardware purchases.
2.12 The cooling-off period is 10 days from Customer signature date. After this time, deposit retention rules above apply.
Our goods and services come with guarantees that cannot be excluded under Australian Consumer Law. You are entitled to a replacement or refund for a major failure, and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
4.1 Off-Grid will take reasonable action to deliver and install Goods on time but is not liable for delays beyond its control.
4.2 Delivery is deemed complete when goods are collected by the Customer or delivered to the nominated delivery point.
4.3 The Customer must inspect goods within 7 days of delivery and notify Off-Grid of any shortage or damage.
4.4 If installation is deferred within 14 days of the scheduled date, Off-Grid may charge for:
4.5 The Customer must ensure site readiness including:
4.6 Remote service and monitoring require reliable internet access provided and maintained by the Customer. Off-Grid is not responsible for resolution of third-party network or hardware issues.
4.7 Electrical Compliance & Safety Remediation
Where electrical safety or regulatory non-compliance is identified at the Customer’s premises during installation or commissioning works — including but not limited to non-compliant or inadequate RCD protection, switchboard defects, earthing deficiencies, or outdated wiring arrangements — Off-Grid Energy Australia is legally required to ensure that the installation is made safe and compliant before proceeding.
While Off-Grid makes reasonable efforts to identify any required compliance upgrade works during quoting and pre-site assessment, some defects or non-compliance issues may not be apparent until physical works commence.
If such non-compliance is identified on site:
a. Works will be temporarily suspended;
b. The Customer will be informed of the compliance issue and available remediation options;
c. Customer approval will be obtained prior to undertaking any additional upgrade or rectification works; and
d. Any additional labour, materials, and associated costs will be charged to the Customer in accordance with Off-Grid Energy Australia’s current Schedule of Rates or quoted variation pricing.
Off-Grid will not install, connect, or energise any equipment on an electrical installation that remains unsafe or non-compliant with applicable wiring rules, safety legislation, or supply authority requirements.
5.1 Retention of Title: Ownership of the equipment will not pass to the Customer until Off-Grid has received payment in full for the equipment and all related installation services.
5.2 Transfer of Risk: Risk in the equipment passes to the Customer upon delivery of the equipment to the installation site, regardless of whether the system has been installed or commissioned. From that time, the Customer is responsible for the safekeeping of the equipment and for any loss, theft, or damage, howsoever caused.
5.3 Care of Equipment: The Customer must take all reasonable steps to protect the equipment from loss or damage once delivered to the installation site, including (without limitation) providing secure storage and preventing unauthorised access.
5.4 Insurance: The Customer is required to maintain adequate insurance coverage for the equipment from the date of delivery to the installation site until ownership passes to the Customer. Off-Grid may request evidence of such insurance at any time.
5.5 Off-Grid remains responsible for any loss or damage to the equipment caused directly by Off-Grid negligence while performing installation works.
5.6 Off-Grid warrants workmanship and products for the period stated in the signed contract, in addition to any manufacturer warranties.
5.7 Warranty is subject to:
The Customer must undertake all routine user maintenance as outlined in system documentation and manufacturer User Manuals, including monitoring system alerts, keeping equipment clean, and reporting faults in a timely manner.
Professional annual servicing by a qualified technician is recommended but not mandatory and is not a condition of warranty cover.
Warranty coverage will only be limited where failure by the Customer to carry out reasonable user maintenance or to respond to identified faults directly causes damage or contributes to a failure.
5.8 Warranty exclusions include damage or loss caused by:
5.9 Remedies for warranty claims are limited to repair, replacement, or refund at Off-Grid’s discretion, except as required under Australian Consumer Law.
5.10 Non-Transferability of OEA Installation Warranty – The Off-Grid Energy Australia (OEA) workmanship and system performance warranty is provided solely to the original system purchaser and is not transferable to subsequent property owners. This is because the system has been specifically sized and designed to meet the original owner’s stated load requirements, appliance list, and energy usage patterns, as declared in the signed Load Demand Profile at the time of sale. OEA cannot be responsible for any system performance shortfalls, damage, or issues arising from the different power or energy usage patterns of a new owner, or from their lack of off-grid system management knowledge. This clause does not limit or exclude any rights you may have under the Australian Consumer Law for the goods supplied.
6.1 A party is in default if it breaches a material term and fails to remedy within 14 days of notice, becomes insolvent, fails to pay on time, or makes a materially false representation.
6.2 If the Customer defaults, Off-Grid may:
6.3 The Customer must pay all recovery costs. Overdue amounts may accrue interest at 2.5% p.a. above the business overdraft rate.
7.1 Risk Acceptance – Legacy System Modifications & Upgrades
Where Off-Grid Energy Australia undertakes works involving upgrades, expansions, repairs, or modifications to any existing or third-party electrical, solar, battery, generator, or control systems, the Customer acknowledges and accepts that:
a. Pre-existing faults, degradation, incompatibilities, concealed damage, or non-compliance issues may not be discoverable prior to commencement of works;
b. Interaction between new equipment and legacy components may result in unexpected failures, firmware conflicts, communication errors, battery balancing issues, control board incompatibility, or other system performance problems;
c. Additional parts, labour, site visits, system reconfiguration, or manufacturer involvement may be required to diagnose and rectify such issues; and
d. Associated remediation works may result in additional costs and time delays beyond those specified in the original quotation.
The Customer acknowledges that these risks are inherent in legacy system upgrade works and accepts responsibility for all reasonable costs associated with rectifying complications arising from pre-existing or third-party systems or components.
Where requested by Off-Grid Energy Australia, the Customer agrees to execute a separate Risk Acceptance / Waiver Addendum acknowledging these risks. Execution of such an Addendum is supplemental to, and does not limit the effect of, this clause.
Nothing in this clause excludes, restricts, or modifies any rights available to the Customer under the Australian Consumer Law.
7.2 The Customer has completed the Load Demand Survey accurately; Off-Grid accepts no liability for errors in the Customer’s information.
7.3 Goods are recommended based on information provided; performance differences from manufacturer specifications are not Off-Grid’s responsibility.
7.4 Goods are not warranted for loads materially exceeding the stated design capacity.
8.1 All confidential information provided by Off-Grid must not be disclosed without written consent.
8.2 All intellectual property remains the property of Off-Grid. Any improvements made by the Customer that relate to the Goods vest in Off-Grid.
9.1 Notices are deemed received:
10.1 Off-Grid complies with the New Energy Technology Code of Conduct
10.2 The Customer is responsible for safe handling and storage of Goods.
10.3 Force Majeure – Off-Grid is not liable for delays or failure due to events beyond its control, including:
10.4 Dispute Resolution – The parties will attempt to resolve disputes through good faith negotiation. If unresolved, either party may refer the matter to independent mediation before commencing legal proceedings.
10.5 This Agreement is governed by the laws of the State or Territory nominated by Off-Grid.
11.1 Scope of Application – This clause applies to all technical support services, including subscription-based remote support, after-hours assistance, and any incidental service provided by Off-Grid Energy Australia (“OEA”).
11.2 Purpose – The Fair Use provision ensures equitable access to OEA support resources, maintains service quality for all customers, and prevents disproportionate or unreasonable demands on OEA personnel.
11.3 Fair Use Definition – Fair use includes:
11.4 Excessive or Unreasonable Use – Use may be deemed excessive where it includes:
11.5 OEA’s Rights – In the event of excessive or unreasonable use, OEA may:
11.6 Communication and Resolution – OEA will make reasonable efforts to contact the customer before enforcing this clause.
11.7 Policy Updates – The current version of this Fair Use Policy is maintained at www.offgridenergy.com.au/terms-and-conditions.
Latest Revision: December 2025
PARTIES
OFF-GRID ENERGY AUSTRALIA PTY LTD ABN 65 149 378 281 of 9 Star Ave Dudley Park SA 5008 (Off-Grid)
THE CUSTOMER as set out in Quotation document (Customer)
1.1 The Customer acknowledges that the written quotation issued by Off-Grid shall be deemed an offer to sell to the person to whom the quotation is addressed only upon the terms and conditions set out herein. Written acceptance of the quotation by the Customer will constitute a Contract incorporating these terms and conditions.
1.2 This Agreement shall prevail over all inconsistencies in any other correspondence, unless Off-Grid agrees otherwise in writing.
1.3 The Quotation shall remain current for 14 days from the date of the Quotation unless withdrawn earlier in writing by Off-Grid.
1.4 No representations, inducements, promises or agreements between parties will vary these terms unless in writing and signed by both parties.
2.1 The amount payable by the Customer (including delivery, installation or other related fees) is set out in the Quote & Contract Acceptance (Customer Price).
2.2 Unless otherwise stated, the Customer Price is inclusive of Goods and Services Tax (GST).
2.3 Off-Grid reserves the right to charge the Customer for any costs incurred due to:
· Varying the Load Demand Survey or this Agreement
· Requiring Goods urgently
· Varying the installation date less than 2 weeks from the agreed date
2.4 Off-Grid will document significant design changes and seek Customer approval or offer a full refund if required design or performance information is not provided before expiry of any cooling-off period and the Customer does not consent; or if agreed delivery timeframes cannot be met due to Off-Grid’s actions, and the Customer does not agree to the revised timeframe; or if pre-requisite grid connection approval is not obtained.
2.5 Off-Grid may increase the Customer Price prior to delivery if input costs rise, including changes to STC values. Customer may cancel and receive a full refund if extra chargeable work was not specified in the original contract.
2.6 Government financial incentives specified are estimates only and may change based on eligibility or STC fluctuations.
2.7 Payment terms are as set out in the Contract Acceptance. Extension of credit is at Off-Grid’s discretion.
2.8 Full payment is required without set-off on the final day of installation.
2.9 Additional charges may apply for: taxes, levies, interest on late payments, legal costs, variation costs, or collection of returnable goods.
2.10 If payment is not made when due, Off-Grid may suspend work, withhold orders, recover goods, and charge interest at 20% per annum until paid in full.
2.11 Deposits: A deposit of 10% of the total contract price is payable upon acceptance of the contract. If the Customer cancels after the cooling-off period, Off-Grid may retain part of the deposit to cover reasonable expenses incurred. These may include administration costs, or in some cases non-refundable hardware purchases.
2.12 The cooling-off period is 10 days from Customer signature date. After this time, deposit retention rules above apply.
Our goods and services come with guarantees that cannot be excluded under Australian Consumer Law. You are entitled to a replacement or refund for a major failure, and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
4.1 Off-Grid will take reasonable action to deliver and install Goods on time but is not liable for delays beyond its control.
4.2 Delivery is deemed complete when goods are collected by the Customer or delivered to the nominated delivery point.
4.3 The Customer must inspect goods within 7 days of delivery and notify Off-Grid of any shortage or damage.
4.4 If installation is deferred within 14 days of the scheduled date, Off-Grid may charge for:
· Goods storage and warehousing
· Administration costs
· Loss of rebate or incentive value
· Reapplication fees for expired approvals
4.5 The Customer must ensure site readiness including:
· Safe and clear access for installers and delivery vehicles
· Completion of specified equipment areas and enclosures
· Pre-agreed civil works – including cable trenches, slabs, postholes
· On-site generators positioned with adequate fuel
· Internet hardware and access for commissioning
· Attendance during commissioning and handover
4.6 Remote service and monitoring require reliable internet access provided and maintained by the Customer. Off-Grid is not responsible for resolution of third-party network or hardware issues.
5.1 Retention of Title: Ownership of the equipment will not pass to the Customer until Off-Grid has received payment in full for the equipment and all related installation services.
5.2 Transfer of Risk: Risk in the equipment passes to the Customer upon delivery of the equipment to the installation site, regardless of whether the system has been installed or commissioned. From that time, the Customer is responsible for the safekeeping of the equipment and for any loss, theft, or damage, howsoever caused.
5.3 Care of Equipment: The Customer must take all reasonable steps to protect the equipment from loss or damage once delivered to the installation site, including (without limitation) providing secure storage and preventing unauthorised access.
5.4 Insurance: The Customer is required to maintain adequate insurance coverage for the equipment from the date of delivery to the installation site until ownership passes to the Customer. Off-Grid may request evidence of such insurance at any time.
5.5 Off-Grid remains responsible for any loss or damage to the equipment caused directly by Off-Grid negligence while performing installation works.
5.6 Off-Grid warrants workmanship and products for the period stated in the signed contract, in addition to any manufacturer warranties.
5.7 Warranty is subject to:
· Mandatory user maintenance as outlined in the system and manufacturer manuals
· Recommended professional annual maintenance by a qualified technician
· Proper use of Goods in accordance with specifications
· No unauthorised repairs, modifications, or additions
5.8 Warranty exclusions include damage or loss caused by:
· Storm or extreme weather events
· Unauthorised repair or modification
· Electrical surges or lightning
· Improper maintenance
· Overloading beyond the specified capacity
· Third-party equipment failure
5.9 Remedies for warranty claims are limited to repair, replacement, or refund at Off-Grid’s discretion, except as required under Australian Consumer Law.
5.10 Non-Transferability of OEA Installation Warranty – The Off-Grid Energy Australia (OEA) workmanship and system performance warranty is provided solely to the original system purchaser and is not transferable to subsequent property owners. This is because the system has been specifically sized and designed to meet the original owner’s stated load requirements, appliance list, and energy usage patterns, as declared in the signed Load Demand Profile at the time of sale. OEA cannot be responsible for any system performance shortfalls, damage, or issues arising from the different power or energy usage patterns of a new owner, or from their lack of off-grid system management knowledge. This clause does not limit or exclude any rights you may have under the Australian Consumer Law for the goods supplied.
6.1 A party is in default if it breaches a material term and fails to remedy within 14 days of notice, becomes insolvent, fails to pay on time, or makes a materially false representation.
6.2 If the Customer defaults, Off-Grid may:
· Suspend supply or installation
· Recover Goods not yet paid for
· Enforce any security interests
· Declare all monies immediately due and payable
6.3 The Customer must pay all recovery costs. Overdue amounts may accrue interest at 2.5% p.a. above the business overdraft rate.
7.1 The Customer has completed the Load Demand Survey accurately; Off-Grid accepts no liability for errors in the Customer’s information.
7.2 Goods are recommended based on information provided; performance differences from manufacturer specifications are not Off-Grid’s responsibility.
7.3 Goods are not warranted for loads materially exceeding the stated design capacity.
8.1 All confidential information provided by Off-Grid must not be disclosed without written consent.
8.2 All intellectual property remains the property of Off-Grid. Any improvements made by the Customer that relate to the Goods vest in Off-Grid.
9.1 Notices are deemed received:
· By email, when sent without bounce-back or error notice
· By facsimile, when transmission is completed
· By post, on the third business day after posting
10.1 Off-Grid complies with the New Energy Technology Code of Conduct
10.2 The Customer is responsible for safe handling and storage of Goods.
10.3 Force Majeure – Off-Grid is not liable for delays or failure due to events beyond its control, including:
· Severe weather or natural disasters
· Supply chain disruptions
· Industrial disputes
· Government actions or policy changes
· Failure of suppliers or subcontractors
10.4 Dispute Resolution – The parties will attempt to resolve disputes through good faith negotiation. If unresolved, either party may refer the matter to independent mediation before commencing legal proceedings.
10.5 This Agreement is governed by the laws of the State or Territory nominated by Off-Grid.
11.1 Scope of Application – This clause applies to all technical support services, including subscription-based remote support, after-hours assistance, and any incidental service provided by Off-Grid Energy Australia (“OEA”).
11.2 Purpose – The Fair Use provision ensures equitable access to OEA support resources, maintains service quality for all customers, and prevents disproportionate or unreasonable demands on OEA personnel.
11.3 Fair Use Definition – Fair use includes:
· Occasional calls or emails for legitimate troubleshooting, system fault resolution, or performance inquiries
· Periodic remote diagnostic checks or configuration adjustments related to OEA-installed systems
· After-hours emergency contact only for genuine system failures, safety concerns, or loss of essential services
11.4 Excessive or Unreasonable Use – Use may be deemed excessive where it includes:
· Frequent or repetitive requests for non-critical issues, especially those already addressed
· After-hours calls for matters that could be handled during standard business hours
· Multiple support requests per week for minor operational queries not related to system faults
· Requests outside OEA’s scope, such as third-party product support, unrelated system modifications, or user training repetition
· Recurring issues caused by customer actions, such as unauthorised system adjustments
11.5 OEA’s Rights – In the event of excessive or unreasonable use, OEA may:
· Notify the customer and request a reduction in frequency of contact
· Recommend paid training or maintenance visits
· Apply additional support charges for out-of-scope or excessive usage, as per OEA’s Schedule of Rates
· Upgrade the customer to a higher support plan at additional cost
· Suspend or decline renewal of subscription services in cases of repeated breach
11.6 Communication and Resolution – OEA will make reasonable efforts to contact the customer before enforcing this clause.
11.7 Policy Updates – The current version of this Fair Use Policy is maintained at www.offgridenergy.com.au/terms-and-conditions.
Latest Revision: August 2025
PARTIES
1.ORDERS AND TERMS AND CONDITIONS
1.1 The Customer acknowledges that the written quotation issued by Off-Grid shall be deemed to be an offer to sell to the person to whom the quotation is addressed only upon the terms and conditions set out herein. Written acceptance of the quotation by the Customer will constitute a Contract incorporating these terms and conditions.
1.2 This Agreement shall prevail over all inconsistencies in any other correspondence, unless Off-Grid agrees otherwise in writing.
1.3 The Quotation shall remain current for a period of 14 days from the date of the Quotation unless previously withdrawn in writing by Off-Grid.
1.4 No representations, inducements, promises or agreements between parties will be of force or effect in varying these terms unless in writing and signed by both parties.
2. PRICES & PAYMENT
2.1 The amount payable by the Customer (incl. any delivery, installation or other related fees) is set out in the Quote & Contract Acceptance (Customer Price).
2.2 Unless otherwise stated, the Customer Price is inclusive of Goods and Services Tax (GST).
2.3 Off-Grid reserves the right to charge the Customer for any costs incurred as a result of the Customer varying the Load Demand Survey or this Agreement, requiring Goods urgently, or varying the installation date less than 2 weeks from agreed date.
2.4 Off-Grid will document any significant design changes (including estimated performance) and seek Customer signed approval or offer full refund if; the system design and performance estimate is provided as a deliverable of the contract and this information is not provided before the expiry of any cooling-off period, and the Customer does not consent to this information upon receiving it; the estimated delivery timeframe for installation completion that was agreed upon at the point of contract is not honoured, for reasons reasonably within Off-Grid’s control, and the Customer does not consent to the revised timeframe; and where applicable grid connection approval is not completed prior to installation, and the Customer does not receive approval from the distributor to connect a system.
2.5 Notwithstanding any provision in this Agreement, Off-Grid may increase the Customer Price prior to delivery of the Goods if price increase results from an increase in the price of any inputs, which comprise part of the Goods (including fluctuations to small-scale technology certificates (STCs) value). Prior to any works being completed, Customer is permitted to cancel the contract and receive a full refund when notified of extra chargeable work which was not specified in the original contract.
2.6 The Customer acknowledges that any Government financial incentive specified in any quotation is an indicative estimate only and that the Customer Price will be affected by failure of the Customer to receive the whole or part of any incentive specified, or fluctuations in STC value.
2.7 Unless otherwise agreed, all goods will be supplied subject to payment terms and schedule on the Contract Acceptance. The extension of credit to the Customer shall be at the absolute discretion of Off-Grid at all times.
2.8 Payment must be made in full and without set off or counterclaim on the final day of installation. Payment is only received by Off-Grid when it receives cash or when the proceeds of other methods of payment are credited and cleared to Off-Grid’s bank account.
2.9 In addition to the price quoted (inc. GST), Off-Grid may charge the Customer with any one or more of the following: Taxes, stamp-duty or other stationary charges or levies payable in relation to the supply or installation of the goods; Interest as calculated below, legal costs (solicitor and own client costs) and disbursements incurred to Off-Grid in relation to breach of contract by the Customer; All costs, charges, expenses or other outgoings incurred by Off-Grid with respect to any variation of contract requested by the Customer and; Where Off-Grid is required to collect returnable goods from the delivery point, a return fee at Off-Grid’s current rates.
2.10 Should the Customer fail to make due payment for any goods or services, then Off-Grid may, without prejudice to any other rights it may have, suspend credit, withhold orders and take steps to recover moneys and/or goods. The Customer shall pay all expenses incurred in recovery. Should an invoice remain unpaid as required in the ‘Prices & Payment’ clause, interest shall be charged at an agreed interest rate and in the absence of any agreement at the rate of 20 percent per annum commencing on the due date for payment and continuing until payment in full is received by Off-Grid.
2.11 The cooling-off period for all contracts is 10 days from Customer signed date. After this time, Off-Grid will retain the deposit payment in full for any cancellations to cover the administration costs associated with processing the contract.
2.12 Small-scale Technology Certificates (STCs) are an electronic form of currency and are allocated to the Customer to reduce the upfront cost of the solar system. The total subsidy will depend on factors like the location, solar system size, and the price of STCs at the time the system was installed. For more info click here: Rebate and incentive schemes
3. DELIVERY & INSTALLATION
3.1 Where a time for delivery is agreed, Off-Grid will take all reasonable action to deliver the Goods and/or services on time. Off-Grid shall not be liable for any loss or damages suffered by the Customer arising out of, or in relation to, a delay in delivery and/or installation by Off-Grid. Off-Grid shall be granted an automatic extension of time for the delivery for the goods equal to the delay caused by any variation requested by the Customer. Off-Grid reserves the right to cancel or delay the delivery due to any causes beyond its reasonable and practical control.
3.2 Unless otherwise agreed in writing between Off-Grid and the Customer, delivery of the Goods will be deemed to have occurred when the goods are either collected by the Customer or the Customer’s agent or offloaded to the Customer’s nominated point of delivery. The Customer will reimburse Off-Grid any costs incurred by Off-Grid due to any failure by the Customer to accept the Goods at time of delivery.
3.3 The Customer shall inspect the Goods immediately following delivery and notify Off-Grid of any shortfall or loss or damage to the Goods delivered within 7 days of delivery. To the extent permitted by law, failure to do so shall disentitle the Customer to any remedy in respect of shortage, loss or damage.
3.4 All goods shall be deemed accepted by the Customer unless notification in writing is received by Off-Grid within 7 days from the date of delivery.
3.5 If the Customer requests to defer the installation appointment within 14 days of the scheduled installation date, Off-Grid reserves the right to invoice the Customer for any reasonable costs incurred in accomodating the delay. This may include any one or more of the following: Goods storage and warehousing fees, administration costs, reduction in value or expiry of any rebate or incentive scheme, or fees for renewal of any expired applications required for the installation. The rescheduled installation date is subject to the availability of an appropriate installation team.
3.6 It is the Customer’s responsibility to have their property readily accessible to installer and delivery vehicles; planned equipment areas completed to the specified standard (including battery system enclosures and separate generator housing); all generators must be on site and in position with enough fuel available for commissioning runs; any required internet hardware and access; and all other pre-agreed site preparations completed prior to the first day of installation. Where the Customer does not fulfil these requirements, and subsequent unscheduled visits by Off-Grid are required to complete an installation, then additional callout charges will be payable by the Customer. This includes the system handover where Customers were not on site during the original scheduled system commissioning and handover.
4. RISK, TITLE AND RELATED MATTERS
4.1 Risk in the Goods passes to the Customer upon delivery (including all risks associated with unloading and installation) to the Customer.
4.2 The legal and equitable title to the Goods will only be transferred from Off-Grid to the Customer when the Amount Payable has been reduced to zero. Until the Amount Payable has been reduced to zero, the Customer holds the Goods as bailee for Off-Grid and a fiduciary relationship exists between the Customer and Off-Grid.
4.3 If there is any Amount Payable, the Customer shall: Keep the Goods separate and in good condition, clearly showing Off-Grid’s ownership of the Goods; and if required by Off-Grid, deliver the Goods to Off-Grid.
4.4 The Customer may only install or affix the Goods to other goods (so that they become an Accession to those other goods) after seeking advice from Off-Grid.
4.5 Off-Grid shall be responsible only for any inherent defect in the goods supplied and for faulty workmanship of Off-Grid appearing in the works within the terms specified in the signed contract from the date of installation except that any guarantee or warranty given by a third party in respect of materials, components or processes comprising part of the work shall apply to such materials, components or processes. Off-Grid shall not be responsible for any repairs or rectifications due to misuse or damage by others including the Customer.
4.6 Exclusions and Limitations: Although reasonable care is taken with the installation of the system no responsibility can be accepted for Customer supplied components, materials and workmanship or if the goods are used or dealt with in any way which is not usual.
4.7 Responsibility will not be accepted for equipment loss or damage due to any or all of the following: Storm or tempest; unauthorised repair, modification or additions; atmospheric electrical discharges; connection of equipment not in compliance with specifications; flooding or water damage, proven to not be caused by Off-Grid Energy’s workmanship; faulty operation of Customer supplied power generating equipment, and lack of, or improper maintenance; system loading in excess of specified system capacities.
4.8 Except as required by the Trade Practices Act or any other Act all implied conditions and warranties are hereby excluded. Subject to those conditions and warranties necessarily implied under the Trade Practices Act or any other Act, the Customer’s sole remedy for any damage whether direct, indirect, special, consequential or contingent shall, at Off-Grid’s option, be limited to the following: In the case of goods: the replacement of the goods or supply of equivalent goods; the repair of goods; or payment of the cost of replacing or repairing equivalent goods; In the case of services: the supply of the services again; or the payment of the cost of having the services supplied again.
4.9 All Returned Goods must be approved in advance by Off-Grid and may be subject to a re-stocking fee. Return freight is to be pre-paid.
5. DEFAULT
5.1 A party will be in Default if: It breaches a material term of this Agreement and such breach is not remedied within 14 days of receiving notice from the other party requiring it to do so, unless such breach arises out of the supply of defective Goods, in which case Off-Grid shall remedy the breach within a time reasonable in the circumstances; In the case of the Customer being an individual, it commits an act of bankruptcy or becomes an insolvent under administration; In the case of the Customer, payment for the Goods has not been received by Off-Grid by the due date for payment; or In the case of the Customer, any representation or warranty made by it in or in connection with this Agreement is incorrect, misleading or deceptive (whether by omission or otherwise in any material respect).
5.2 If a party Defaults, the other party may: Being Off-Grid, refuse to supply or install any Goods to the Customer on credit or at all; and/or Being Off-Grid, claim the return of any Goods in the Customer’s possession where title has not passed to the Customer or exercise any other right or remedy available under this Agreement, or any other applicable law, including to enforce the security interests created by this Agreement; and/or Being Off-Grid, by notice to the Customer declare all monies owing by the Customer to Off-Grid on any account immediately due and payable (incl. Amount Payable).
5.3 The Customer must pay Off-Grid all expenses incurred or payable by Off-Grid in connection with the recovery of the Amount Payable or in otherwise enforcing Off-Grid’s rights against the Customer under this Agreement.
5.4 Off-Grid may charge interest on any overdue amount at a rate equivalent to 2.5% p.a. above the business overdraft interest rate of its principal banker, as determined and calculated by Off-Grid. Such interest will be payable on demand by Off-Grid and for so long as it remains unpaid will compound monthly.
6. FITNESS FOR PURPOSE
6.1 The Customer has signed and agreed that it has completed its Load Demand Survey correctly and completely. Off-Grid accepts no liability for incorrect information provided by the Customer on the Load Demand Survey.
6.2 Off-Grid provides power and energy estimations of items listed on Load Demand Survey, based on information provided by the item manufacturer. Off-Grid accepts no liabilities if the items listed on the Load Demand Survey perform differently to what is listed by the item manufacturer.
6.3 The Customer warrants that it has provided Off-Grid with a Load Demand Survey, and understands that Off-Grid recommended and supplied the Goods in reliance on the Load Demand Survey.
6.4 The Customer is aware that the Goods are not suitable for usage which materially exceeds the levels set out in the Load Demand Survey, and in the event that the Customer’s actual use of the Goods materially exceeds the levels set out in the Load Demand Survey, and to the extent permitted by law, Off-Grid shall have no liability whatsoever for any loss suffered by the Customer or any other person, and will have no obligation to repair, replace or reimburse the purchase price of, the Goods.
7. WARRANTY AND LIMITATION OF LIABILITY
7.1 Off-Grid is (among other things) a supplier of Goods manufactured by other persons. Where the manufacturer of the Goods has provided a warranty in relation to the Goods, Off-Grid will take all reasonable action to pass on the benefits of such warranty to the Customer within a reasonable timeframe. Any manufacturer’s warranties on Goods exist in addition to the warranty provided by Off-Grid.
7.2 The Customer is provided with an installation warranty by Off-Grid for a period specified in the signed contract, which covers the operation and performance of the entire system including workmanship and products.
7.3 Subject to any clause herein, Off-Grid’s liability to the Customer (and any party claiming through the Customer against Off-Grid) for any claim for loss or damages (including legal expenses) made in connection with this Agreement (including the supply of Goods described in this Agreement) whether in contract, tort (including negligence), under statute, in equity or otherwise shall be strictly limited as follows: For any liability arising from Goods not meeting the specification or which are said to be otherwise defective or deficient, Off-Grid’s liability is limited to the cost of replacement of those Goods as soon as reasonably practicable, or repair of those Goods or repayment (or allowance) of the invoice price of Goods (at the option of Off-Grid); For any liability arising from the services forming part of the Goods not meeting the scope or which are said to be otherwise defective or deficient, Off-Grid’s liability is limited to the provision of the services or payment of the cost of having the relevant services provided (at the option of Off-Grid), but such liability is limited to no more than the total contract value; and For any liability that does not fall within the scope of any clause herein, Off-Grid’s liability for any loss or damage arising from or caused in any way by Off-Grid, the Goods it supplies or this Agreement is excluded (to the maximum extent permitted by law).
7.4 The consumer’s rights under the warranty sit alongside the consumer guarantees, which are required under Australian Consumer Law and cannot be excluded.
8. CONFIDENTIALITY & INTELLECTUAL PROPERTY (IP)
8.1 Any Confidential Information supplied by Off-Grid must not be disclosed by the Customer to any third party without the written consent of Off-Grid. All IP remains the property of Off-Grid.
8.2 The Customer must disclose to Off-Grid all IP rights arising out of, or in connection with Customer Improvements; and do anything necessary to vest the IP rights in the Customer Improvements in Off-Grid.
8.3 The obligations under this clause are continuing obligations and will survive the termination of this Agreement.
9. NOTICES
9.1 Notices given by Off-Grid will be deemed to be received: If given by email, on being sent, provided the notice is sent to the email address of an officer or employee of the Customer responsible for placing or administering orders for Goods and no “out of office” or other automated reply is received indicating that the message has not been or will not be received or read by the intended recipient; If given by facsimile transmission to a facsimile number shown in the application for credit (or any other number provided by the Customer) by production by Off-Grid of a copy of the facsimile transmission bearing the time and date of dispatch, on that date and at that time; and if given by post, on the third day after posting.
10. MISCELLANEOUS
10.1 Off-Grid is required to comply with the Clean Energy Council Solar PV Retailer Code of Conduct, for as long as it is a signatory to the code.
10.2 It is the Customer’s responsibility to ensure that all appropriate steps are taken in relation to the storage, handling and use of the Goods; and where information is provided to the Customer on potential hazards relating to the Goods, to bring such information to the attention of its employees, agents, sub-contractors, visitors and customers. It is the Customer’s responsibility to provide safe facilities for the reception of Goods into storage.
10.3 Off-Grid is not liable for failure to perform its obligations under this Agreement to the extent and for so long as its performance is prevented or delayed without substantial fault or negligence by Off-Grid; because of circumstances outside Off-Grid’s control, failure of Off-Grid’s machinery, or failure of a supplier to Off-Grid, provided that Off-Grid gives notice to the Customer and uses reasonable efforts to quickly remedy the cause of the delay.
10.4 Except as expressly set out herein, a party waives a right under this Agreement only by written notice that it waives that right. A waiver is limited to the specific instance and purpose for which it is given and relates to.
10.5 If a provision of this Agreement would, but for this clause, be unenforceable: The provision must be read down to the extent necessary to avoid that result; if the provision cannot be read down to that extent, it must be severed without altering the validity and enforceability of the remainder of this Agreement.
10.6 This Agreement is governed by, and the Customer submits to the law of any State or Territory nominated by Off-Grid. The courts of that State or Territory have non-exclusive jurisdiction in connection with this Agreement.
10.7 Off-Grid may assign its rights or novate its rights and obligations under this Agreement (in whole or in part) to any person without the consent of the Customer. The Customer may not assign or otherwise transfer its rights under this Agreement without prior notice to and consent from Off-Grid.
10.8 The Customer must promptly notify Off-Grid in writing of any change to its registered address or other contact details provided to Off-Grid.
Latest Revision: Nov 2020
PARTIES
1.ORDERS AND TERMS AND CONDITIONS
1.1 The Customer acknowledges that the written quotation issued by Off-Grid shall be deemed to be an offer to sell to the person to whom the quotation is addressed only upon the terms and conditions set out herein. Written acceptance of the quotation by the Customer will constitute a Contract incorporating these terms and conditions.
1.2 This Agreement shall prevail over all inconsistencies in any other correspondence, unless Off-Grid agrees otherwise in writing.
1.3 The Quotation shall remain current for a period of 14 days from the date of the Quotation unless previously withdrawn in writing by Off-Grid.
1.4 No representations, inducements, promises or agreements between parties will be of force or effect in varying these terms unless in writing and signed by both parties.
2. PRICES & PAYMENT
2.1 The amount payable by the Customer (incl. any delivery, installation or other related fees) is set out in the Quote & Contract Acceptance (Customer Price).
2.2 Unless otherwise stated, the Customer Price is inclusive of Goods and Services Tax (GST).
2.3 Off-Grid reserves the right to charge the Customer for any costs incurred as a result of the Customer varying the Load Demand Survey or this Agreement, requiring Goods urgently, or varying the installation date less than 2 weeks from agreed date.
2.4 Off-Grid will seek Customer approval or offer full refund for any significant design changes (including estimated performance) if; the system design and performance estimate is provided as a deliverable of the contract and this information is not provided before the expiry of any cooling-off period, and the Customer does not consent to this information upon receiving it; the estimated delivery timeframe for installation completion that was agreed upon at the point of contract is not honoured, for reasons reasonably within Off-Grid’s control, and the Customer does not consent to the revised timeframe; and where applicable grid connection approval is not completed prior to installation, and the Customer does not receive approval from the distributor to connect a system.
2.5 Notwithstanding any provision in this Agreement, Off-Grid may increase the Customer Price prior to delivery of the Goods if price increase results from an increase in the price of any inputs, which comprise part of the Goods (including fluctuations to small-scale technology certificates (STCs) value). Prior to any works being completed, Customer is permitted to cancel the contract and receive a full refund when notified of extra chargeable work which was not specified in the original contract.
2.6 The Customer acknowledges that any Government financial incentive specified in any quotation is an indicative estimate only and that the Customer Price will be affected by failure of the Customer to receive the whole or part of any incentive specified, or fluctuations in STC value.
2.7 Unless otherwise agreed, all goods will be supplied subject to payment terms and schedule on the Contract Acceptance. The extension of credit to the Customer shall be at the absolute discretion of Off-Grid at all times.
2.8 Payment must be made in full and without set off or counterclaim on the final day of installation. Payment is only received by Off-Grid when it receives cash or when the proceeds of other methods of payment are credited and cleared to Off-Grid’s bank account.
2.9 In addition to the price quoted (inc. GST), Off-Grid may charge the Customer with any one or more of the following: Taxes, stamp-duty or other stationary charges or levies payable in relation to the supply or installation of the goods; Interest as calculated below, legal costs (solicitor and own client costs) and disbursements incurred to Off-Grid in relation to breach of contract by the Customer; All costs, charges, expenses or other outgoings incurred by Off-Grid with respect to any variation of contract requested by the Customer and; Where Off-Grid is required to collect returnable goods from the delivery point, a return fee at Off-Grid’s current rates.
2.10 Should the Customer fail to make due payment for any goods or services, then Off-Grid may, without prejudice to any other rights it may have, suspend credit, withhold orders and take steps to recover moneys and/or goods. The Customer shall pay all expenses incurred in recovery. Should an invoice remain unpaid as required in the ‘Prices & Payment’ clause, interest shall be charged at an agreed interest rate and in the absence of any agreement at the rate of 20 percent per annum commencing on the due date for payment and continuing until payment in full is received by Off-Grid.
2.11 The cooling-off period for all contracts is 10 days from Customer signed date. After this time, Off-Grid will retain the deposit payment in full for any cancellations to cover the administration costs associated with processing the contract.
2.12 Small-scale Technology Certificates (STCs) are an electronic form of currency and are allocated to the Customer to reduce the upfront cost of the solar system. The total subsidy will depend on factors like the location, solar system size, and the price of STCs at the time the system was installed. For more info click here: Rebate and incentive schemes
3. DELIVERY & INSTALLATION
3.1 Where a time for delivery is agreed, Off-Grid will take all reasonable action to deliver the Goods and/or services on time. Off-Grid shall not be liable for any loss or damages suffered by the Customer arising out of, or in relation to, a delay in delivery and/or installation by Off-Grid. Off-Grid shall be granted an automatic extension of time for the delivery for the goods equal to the delay caused by any variation requested by the Customer. Off-Grid reserves the right to cancel or delay the delivery due to any causes beyond its reasonable and practical control.
3.2 Unless otherwise agreed in writing between Off-Grid and the Customer, delivery of the Goods will be deemed to have occurred when the goods are either collected by the Customer or the Customer’s agent or offloaded to the Customer’s nominated point of delivery. The Customer will reimburse Off-Grid any costs incurred by Off-Grid due to any failure by the Customer to accept the Goods at time of delivery.
3.3 The Customer shall inspect the Goods immediately following delivery and notify Off-Grid of any shortfall or loss or damage to the Goods delivered within 7 days of delivery. To the extent permitted by law, failure to do so shall disentitle the Customer to any remedy in respect of shortage, loss or damage.
3.4 All goods shall be deemed accepted by the Customer unless notification in writing is received by Off-Grid within 7 days from the date of delivery.
3.5 If the Customer requests to defer the installation appointment within 14 days of the scheduled installation date, Off-Grid reserves the right to invoice the Customer for any reasonable costs incurred in accomodating the delay. This may include any one or more of the following: Goods storage and warehousing fees, administration costs, reduction in value or expiry of any rebate or incentive scheme, or fees for renewal of any expired applications required for the installation. The rescheduled installation date is subject to the availability of an appropriate installation team.
3.6 It is the Customer’s responsibility to have their property readily accessible to installer and delivery vehicles; planned equipment areas completed to the specified standard (including battery system enclosures and separate generator housing); all generators must be on site and in position with enough fuel available for commissioning runs; any required internet hardware and access; and all other pre-agreed site preparations completed prior to the first day of installation. Where the Customer does not fulfil these requirements, and subsequent unscheduled visits by Off-Grid are required to complete an installation, then additional callout charges will be payable by the Customer. This includes the system handover where Customers were not on site during the original scheduled system commissioning and handover.
4. RISK, TITLE AND RELATED MATTERS
4.1 Risk in the Goods passes to the Customer upon delivery (including all risks associated with unloading and installation) to the Customer.
4.2 The legal and equitable title to the Goods will only be transferred from Off-Grid to the Customer when the Amount Payable has been reduced to zero. Until the Amount Payable has been reduced to zero, the Customer holds the Goods as bailee for Off-Grid and a fiduciary relationship exists between the Customer and Off-Grid.
4.3 If there is any Amount Payable, the Customer shall: Keep the Goods separate and in good condition, clearly showing Off-Grid’s ownership of the Goods; and if required by Off-Grid, deliver the Goods to Off-Grid.
4.4 The Customer may only install or affix the Goods to other goods (so that they become an Accession to those other goods) after seeking advice from Off-Grid.
4.5 Off-Grid shall be responsible only for any inherent defect in the goods supplied and for faulty workmanship of Off-Grid appearing in the works within the terms specified in the signed contract from the date of installation except that any guarantee or warranty given by a third party in respect of materials, components or processes comprising part of the work shall apply to such materials, components or processes. Off-Grid shall not be responsible for any repairs or rectifications due to misuse or damage by others including the Customer.
4.6 Exclusions and Limitations: Although reasonable care is taken with the installation of the system no responsibility can be accepted for Customer supplied components, materials and workmanship or if the goods are used or dealt with in any way which is not usual.
4.7 Responsibility will not be accepted for equipment loss or damage due to any or all of the following: Storm or tempest; unauthorised repair, modification or additions; atmospheric electrical discharges; connection of equipment not in compliance with specifications; flooding or water damage, proven to not be caused by Off-Grid Energy’s workmanship; faulty operation of Customer supplied power generating equipment, and lack of, or improper maintenance; system loading in excess of specified system capacities.
4.8 Except as required by the Trade Practices Act or any other Act all implied conditions and warranties are hereby excluded. Subject to those conditions and warranties necessarily implied under the Trade Practices Act or any other Act, the Customer’s sole remedy for any damage whether direct, indirect, special, consequential or contingent shall, at Off-Grid’s option, be limited to the following: In the case of goods: the replacement of the goods or supply of equivalent goods; the repair of goods; or payment of the cost of replacing or repairing equivalent goods; In the case of services: the supply of the services again; or the payment of the cost of having the services supplied again.
4.9 All Returned Goods must be approved in advance by Off-Grid and may be subject to a re-stocking fee. Return freight is to be pre-paid.
5. DEFAULT
5.1 A party will be in Default if: It breaches a material term of this Agreement and such breach is not remedied within 14 days of receiving notice from the other party requiring it to do so, unless such breach arises out of the supply of defective Goods, in which case Off-Grid shall remedy the breach within a time reasonable in the circumstances; In the case of the Customer being an individual, it commits an act of bankruptcy or becomes an insolvent under administration; In the case of the Customer, payment for the Goods has not been received by Off-Grid by the due date for payment; or In the case of the Customer, any representation or warranty made by it in or in connection with this Agreement is incorrect, misleading or deceptive (whether by omission or otherwise in any material respect).
5.2 If a party Defaults, the other party may: Being Off-Grid, refuse to supply or install any Goods to the Customer on credit or at all; and/or Being Off-Grid, claim the return of any Goods in the Customer’s possession where title has not passed to the Customer or exercise any other right or remedy available under this Agreement, or any other applicable law, including to enforce the security interests created by this Agreement; and/or Being Off-Grid, by notice to the Customer declare all monies owing by the Customer to Off-Grid on any account immediately due and payable (incl. Amount Payable).
5.3 The Customer must pay Off-Grid all expenses incurred or payable by Off-Grid in connection with the recovery of the Amount Payable or in otherwise enforcing Off-Grid’s rights against the Customer under this Agreement.
5.4 Off-Grid may charge interest on any overdue amount at a rate equivalent to 2.5% p.a. above the business overdraft interest rate of its principal banker, as determined and calculated by Off-Grid. Such interest will be payable on demand by Off-Grid and for so long as it remains unpaid will compound monthly.
6. FITNESS FOR PURPOSE
6.1 The Customer has signed and agreed that it has completed its Load Demand Survey correctly and completely. Off-Grid accepts no liability for incorrect information provided by the Customer on the Load Demand Survey.
6.2 Off-Grid provides power and energy estimations of items listed on Load Demand Survey, based on information provided by the item manufacturer. Off-Grid accepts no liabilities if the items listed on the Load Demand Survey perform differently to what is listed by the item manufacturer.
6.3 The Customer warrants that it has provided Off-Grid with a Load Demand Survey, and understands that Off-Grid recommended and supplied the Goods in reliance on the Load Demand Survey.
6.4 The Customer is aware that the Goods are not suitable for usage which materially exceeds the levels set out in the Load Demand Survey, and in the event that the Customer’s actual use of the Goods materially exceeds the levels set out in the Load Demand Survey, and to the extent permitted by law, Off-Grid shall have no liability whatsoever for any loss suffered by the Customer or any other person, and will have no obligation to repair, replace or reimburse the purchase price of, the Goods.
7. WARRANTY AND LIMITATION OF LIABILITY
7.1 Off-Grid is (among other things) a supplier of Goods manufactured by other persons. Where the manufacturer of the Goods has provided a warranty in relation to the Goods, Off-Grid will take all reasonable action to pass on the benefits of such warranty to the Customer within a reasonable timeframe. Any manufacturer’s warranties on Goods exist in addition to the warranty provided by Off-Grid.
7.2 The Customer is provided with an installation warranty by Off-Grid for a period specified in the signed contract, which covers the operation and performance of the entire system including workmanship and products.
7.3 Subject to any clause herein, Off-Grid’s liability to the Customer (and any party claiming through the Customer against Off-Grid) for any claim for loss or damages (including legal expenses) made in connection with this Agreement (including the supply of Goods described in this Agreement) whether in contract, tort (including negligence), under statute, in equity or otherwise shall be strictly limited as follows: For any liability arising from Goods not meeting the specification or which are said to be otherwise defective or deficient, Off-Grid’s liability is limited to the cost of replacement of those Goods as soon as reasonably practicable, or repair of those Goods or repayment (or allowance) of the invoice price of Goods (at the option of Off-Grid); For any liability arising from the services forming part of the Goods not meeting the scope or which are said to be otherwise defective or deficient, Off-Grid’s liability is limited to the provision of the services or payment of the cost of having the relevant services provided (at the option of Off-Grid), but such liability is limited to no more than the total contract value; and For any liability that does not fall within the scope of any clause herein, Off-Grid’s liability for any loss or damage arising from or caused in any way by Off-Grid, the Goods it supplies or this Agreement is excluded (to the maximum extent permitted by law).
7.4 The consumer’s rights under the warranty sit alongside the consumer guarantees, which are required under Australian Consumer Law and cannot be excluded.
8. CONFIDENTIALITY & INTELLECTUAL PROPERTY (IP)
8.1 Any Confidential Information supplied by Off-Grid must not be disclosed by the Customer to any third party without the written consent of Off-Grid. All IP remains the property of Off-Grid.
8.2 The Customer must disclose to Off-Grid all IP rights arising out of, or in connection with Customer Improvements; and do anything necessary to vest the IP rights in the Customer Improvements in Off-Grid.
8.3 The obligations under this clause are continuing obligations and will survive the termination of this Agreement.
9. NOTICES
9.1 Notices given by Off-Grid will be deemed to be received: If given by email, on being sent, provided the notice is sent to the email address of an officer or employee of the Customer responsible for placing or administering orders for Goods and no “out of office” or other automated reply is received indicating that the message has not been or will not be received or read by the intended recipient; If given by facsimile transmission to a facsimile number shown in the application for credit (or any other number provided by the Customer) by production by Off-Grid of a copy of the facsimile transmission bearing the time and date of dispatch, on that date and at that time; and if given by post, on the third day after posting.
10. MISCELLANEOUS
10.1 Off-Grid is required to comply with the Clean Energy Council Solar PV Retailer Code of Conduct, for as long as it is a signatory to the code.
10.2 It is the Customer’s responsibility to ensure that all appropriate steps are taken in relation to the storage, handling and use of the Goods; and where information is provided to the Customer on potential hazards relating to the Goods, to bring such information to the attention of its employees, agents, sub-contractors, visitors and customers. It is the Customer’s responsibility to provide safe facilities for the reception of Goods into storage.
10.3 Off-Grid is not liable for failure to perform its obligations under this Agreement to the extent and for so long as its performance is prevented or delayed without substantial fault or negligence by Off-Grid; because of circumstances outside Off-Grid’s control, failure of Off-Grid’s machinery, or failure of a supplier to Off-Grid, provided that Off-Grid gives notice to the Customer and uses reasonable efforts to quickly remedy the cause of the delay.
10.4 Except as expressly set out herein, a party waives a right under this Agreement only by written notice that it waives that right. A waiver is limited to the specific instance and purpose for which it is given and relates to.
10.5 If a provision of this Agreement would, but for this clause, be unenforceable: The provision must be read down to the extent necessary to avoid that result; if the provision cannot be read down to that extent, it must be severed without altering the validity and enforceability of the remainder of this Agreement.
10.6 This Agreement is governed by, and the Customer submits to the law of any State or Territory nominated by Off-Grid. The courts of that State or Territory have non-exclusive jurisdiction in connection with this Agreement.
10.7 Off-Grid may assign its rights or novate its rights and obligations under this Agreement (in whole or in part) to any person without the consent of the Customer. The Customer may not assign or otherwise transfer its rights under this Agreement without prior notice to and consent from Off-Grid.
10.8 The Customer must promptly notify Off-Grid in writing of any change to its registered address or other contact details provided to Off-Grid.
Latest Revision: Nov 2019
PARTIES
OFF-GRID ENERGY AUSTRALIA PTY LTD ABN 65 149 378 281 of 3/62 Pym St Dudley Park SA 5008 (Off-Grid)
THE CUSTOMER as set out in Quotation document (Customer)
1.ORDERS AND TERMS AND CONDITIONS
1.1 The Customer acknowledges that the written quotation issued by Off-Grid shall be deemed to be an offer to sell to the person to whom the quotation is addressed only upon the terms and conditions set out herein. Written acceptance of the quotation by the Customer will constitute a Contract incorporating these terms and conditions.
1.2 This Agreement shall prevail over all inconsistencies in any other correspondence, unless Off-Grid agrees otherwise in writing.
1.3 The Quotation shall remain current for a period of 14 days from the date of the Quotation unless previously withdrawn in writing by Off-Grid.
1.4 No representations, inducements, promises or agreements between parties will be of force or effect in varying these terms unless in writing and signed by both parties.
2. PRICES & PAYMENT
2.1 The amount payable by the Customer (incl. any delivery, installation or other related fees) is set out in the Quote & Contract Acceptance (Customer Price).
2.2 Unless otherwise stated, the Customer Price is inclusive of Goods and Services Tax (GST).
2.3 Off-Grid reserves the right to charge the Customer for any costs incurred as a result of the Customer varying the Load Demand Survey or this Agreement, requiring Goods urgently, or varying the installation date less than 2 weeks from agreed date.
2.4 Off-Grid will seek Customer approval or offer refund for significant design changes (including estimated performance).
2.5 Notwithstanding any provision in this Agreement, Off-Grid may increase the Customer Price prior to delivery of the Goods if price increase results from an increase in the price of any inputs, which comprise part of the Goods (including fluctuations to small-scale technology certificates (STCs) value). Customer is permitted to cancel the contract at their discretion if the total of the additional costs is more than 5%.
2.6 The Customer acknowledges that any Government financial incentive specified in any quotation is an indicative estimate only and that the Customer Price will be affected by failure of the Customer to receive the whole or part of any incentive specified, or fluctuations in STC value.
2.7 Unless otherwise agreed, all goods will be supplied subject to payment terms and schedule on the Contract Acceptance. The extension of credit to the Customer shall be at the absolute discretion of Off-Grid at all times.
2.8 Payment must be made in full and without set off or counterclaim on the final day of installation. Payment is only received by Off-Grid when it receives cash or when the proceeds of other methods of payment are credited and cleared to Off-Grid’s bank account.
2.9 In addition to the price quoted (inc. GST), Off-Grid may charge the Customer with any one or more of the following: Taxes, stamp-duty or other stationary charges or levies payable in relation to the supply or installation of the goods; Interest as calculated below, legal costs (solicitor and own client costs) and disbursements incurred to Off-Grid in relation to breach of contract by the Customer; All costs, charges, expenses or other outgoings incurred by Off-Grid with respect to any variation of contract requested by the Customer and; Where Off-Grid is required to collect returnable goods from the delivery point, a return fee at Off-Grid’s current rates.
2.10 Should the Customer fail to make due payment for any goods or services, then Off-Grid may, without prejudice to any other rights it may have, suspend credit, withhold orders and take steps to recover moneys and/or goods. The Customer shall pay all expenses incurred in recovery. Should an invoice remain unpaid as required in the ‘Prices & Payment’ clause, interest shall be charged at an agreed interest rate and in the absence of any agreement at the rate of 20 percent per annum commencing on the due date for payment and continuing until payment in full is received by Off-Grid.
2.11 The cooling-off period for all contracts is 10 days from Customer signed date. After this time, Off-Grid will retain the deposit payment in full for any cancellations to cover the administration costs associated with processing the contract.
3. DELIVERY & INSTALLATION
3.1 Where a time for delivery is agreed, Off-Grid will take all reasonable action to deliver the Goods and/or services on time. Off-Grid shall not be liable for any loss or damages suffered by the Customer arising out of, or in relation to, a delay in delivery and/or installation by Off-Grid. Off-Grid shall be granted an automatic extension of time for the delivery for the goods equal to the delay caused by any variation requested by the Customer. Off-Grid reserves the right to cancel or delay the delivery due to any causes beyond its reasonable and practical control.
3.2 Unless otherwise agreed in writing between Off-Grid and the Customer, delivery of the Goods will be deemed to have occurred when the goods are either collected by the Customer or the Customer’s agent or offloaded to the Customer’s nominated point of delivery. The Customer will reimburse Off-Grid any costs incurred by Off-Grid due to any failure by the Customer to accept the Goods at time of delivery.
3.3 The Customer shall inspect the Goods immediately following delivery and notify Off-Grid of any shortfall or loss or damage to the Goods delivered within 7 days of delivery. To the extent permitted by law, failure to do so shall disentitle the Customer to any remedy in respect of shortage, loss or damage.
3.4 All goods shall be deemed accepted by the Customer unless notification in writing is received by Off-Grid within 7 days from the date of delivery.
3.5 If the Customer requests to defer the installation appointment within 14 days of the scheduled installation date, Off-Grid reserves the right to invoice the Customer for any reasonable costs incurred in accomodating the delay. This may include any one or more of the following: Goods storage and warehousing fees, administration costs, reduction in value or expiry of any rebate or incentive scheme, or fees for renewal of any expired applications required for the installation. The rescheduled installation date is subject to the availability of an appropriate installation team.
3.6 It is the Customer’s responsibility to have their property readily accessible to installer and delivery vehicles; planned equipment areas completed to the specified standard (including battery system enclosures and separate generator housing); all generators must be on site and in position with enough fuel available for commissioning runs; any required internet hardware and access; and all other pre-agreed site preparations completed prior to the first day of installation. Where the Customer does not fulfil these requirements, and subsequent unscheduled visits by Off-Grid are required to complete an installation, then additional callout charges will be payable by the Customer. This includes the system handover where Customers were not on site during the original scheduled system commissioning and handover.
4. RISK, TITLE AND RELATED MATTERS
4.1 Risk in the Goods passes to the Customer upon delivery (including all risks associated with unloading and installation) to the Customer.
4.2 The legal and equitable title to the Goods will only be transferred from Off-Grid to the Customer when the Amount Payable has been reduced to zero. Until the Amount Payable has been reduced to zero, the Customer holds the Goods as bailee for Off-Grid and a fiduciary relationship exists between the Customer and Off-Grid.
4.3 If there is any Amount Payable, the Customer shall: Keep the Goods separate and in good condition, clearly showing Off-Grid’s ownership of the Goods; and if required by Off-Grid, deliver the Goods to Off-Grid.
4.4 The Customer may only install or affix the Goods to other goods (so that they become an Accession to those other goods) after seeking advice from Off-Grid.
4.5 Off-Grid shall be responsible only for any inherent defect in the goods supplied and for faulty workmanship of Off-Grid appearing in the works within the terms specified in the signed contract from the date of installation except that any guarantee or warranty given by a third party in respect of materials, components or processes comprising part of the work shall apply to such materials, components or processes. Off-Grid shall not be responsible for any repairs or rectifications due to misuse or damage by others including the Customer.
4.6 Exclusions and Limitations: Although reasonable care is taken with the installation of the system no responsibility can be accepted for Customer supplied components, materials and workmanship or if the goods are used or dealt with in any way which is not usual.
4.7 Responsibility will not be accepted for equipment loss or damage due to any or all of the following: Storm or tempest; unauthorised repair, modification or additions; atmospheric electrical discharges; connection of equipment not in compliance with specifications; flooding or water damage, however caused; faulty operation of Customer supplied power generating equipment, and lack of, or improper maintenance; system loading in excess of specified system capacities.
4.8 Except as required by the Trade Practices Act or any other Act all implied conditions and warranties are hereby excluded. Subject to those conditions and warranties necessarily implied under the Trade Practices Act or any other Act, the Customer’s sole remedy for any damage whether direct, indirect, special, consequential or contingent shall, at Off-Grid’s option, be limited to the following: In the case of goods: the replacement of the goods or supply of equivalent goods; the repair of goods; or payment of the cost of replacing or repairing equivalent goods; In the case of services: the supply of the services again; or the payment of the cost of having the services supplied again.
4.9 All Returned Goods must be approved in advance by Off-Grid and may be subject to a re-stocking fee. Return freight is to be pre-paid.
5. DEFAULT
5.1 A party will be in Default if: It breaches a material term of this Agreement and such breach is not remedied within 14 days of receiving notice from the other party requiring it to do so, unless such breach arises out of the supply of defective Goods, in which case Off-Grid shall remedy the breach within a time reasonable in the circumstances; In the case of the Customer being an individual, it commits an act of bankruptcy or becomes an insolvent under administration; In the case of the Customer, payment for the Goods has not been received by Off-Grid by the due date for payment; or In the case of the Customer, any representation or warranty made by it in or in connection with this Agreement is incorrect, misleading or deceptive (whether by omission or otherwise in any material respect).
5.2 If a party Defaults, the other party may: Being Off-Grid, refuse to supply or install any Goods to the Customer on credit or at all; and/or Being Off-Grid, claim the return of any Goods in the Customer’s possession where title has not passed to the Customer or exercise any other right or remedy available under this Agreement, or any other applicable law, including to enforce the security interests created by this Agreement; and/or Being Off-Grid, by notice to the Customer declare all monies owing by the Customer to Off-Grid on any account immediately due and payable (incl. Amount Payable).
5.3 The Customer must pay Off-Grid all expenses incurred or payable by Off-Grid in connection with the recovery of the Amount Payable or in otherwise enforcing Off-Grid’s rights against the Customer under this Agreement.
5.4 Off-Grid may charge interest on any overdue amount at a rate equivalent to 2.5% p.a. above the business overdraft interest rate of its principal banker, as determined and calculated by Off-Grid. Such interest will be payable on demand by Off-Grid and for so long as it remains unpaid will compound monthly.
6. FITNESS FOR PURPOSE
6.1 The Customer has signed and agreed that it has completed its Load Demand Survey correctly and completely. Off-Grid accepts no liability for incorrect information provided by the Customer on the Load Demand Survey.
6.2 Off-Grid provides power and energy estimations of items listed on Load Demand Survey, based on information provided by the item manufacturer. Off-Grid accepts no liabilities if the items listed on the Load Demand Survey perform differently to what is listed by the item manufacturer.
6.3 The Customer warrants that it has provided Off-Grid with a Load Demand Survey, and understands that Off-Grid recommended and supplied the Goods in reliance on the Load Demand Survey.
6.4 The Customer is aware that the Goods are not suitable for usage which materially exceeds the levels set out in the Load Demand Survey, and in the event that the Customer’s actual use of the Goods materially exceeds the levels set out in the Load Demand Survey, and to the extent permitted by law, Off-Grid shall have no liability whatsoever for any loss suffered by the Customer or any other person, and will have no obligation to repair, replace or reimburse the purchase price of, the Goods.
7. WARRANTY AND LIMITATION OF LIABILITY
7.1 Off-Grid is (among other things) a supplier of Goods manufactured by other persons. Where the manufacturer of the Goods has provided a warranty in relation to the Goods, Off-Grid will take all reasonable action to pass on the benefits of such warranty to the Customer within a reasonable timeframe.
7.2 The Customer is provided with an installation warranty by Off-Grid for a period specified in the signed contract, which covers the operation and performance of the entire system including workmanship and products.
7.3 Subject to any clause herein, Off-Grid’s liability to the Customer (and any party claiming through the Customer against Off-Grid) for any claim for loss or damages (including legal expenses) made in connection with this Agreement (including the supply of Goods described in this Agreement) whether in contract, tort (including negligence), under statute, in equity or otherwise shall be strictly limited as follows: For any liability arising from Goods not meeting the specification or which are said to be otherwise defective or deficient, Off-Grid’s liability is limited to the cost of replacement of those Goods as soon as reasonably practicable, or repair of those Goods or repayment (or allowance) of the invoice price of Goods (at the option of Off-Grid); For any liability arising from the services forming part of the Goods not meeting the scope or which are said to be otherwise defective or deficient, Off-Grid’s liability is limited to the provision of the services or payment of the cost of having the relevant services provided (at the option of Off-Grid), but such liability is limited to no more than the total contract value; and For any liability that does not fall within the scope of any clause herein, Off-Grid’s liability for any loss or damage arising from or caused in any way by Off-Grid, the Goods it supplies or this Agreement is excluded (to the maximum extent permitted by law).
7.4 The consumer’s rights under the warranty sit alongside the consumer guarantees, which are required under Australian Consumer Law and cannot be excluded.
8. CONFIDENTIALITY & INTELLECTUAL PROPERTY (IP)
8.1 Any Confidential Information supplied by Off-Grid must not be disclosed by the Customer to any third party without the written consent of Off-Grid. All IP remains the property of Off-Grid.
8.2 The Customer must disclose to Off-Grid all IP rights arising out of, or in connection with Customer Improvements; and do anything necessary to vest the IP rights in the Customer Improvements in Off-Grid.
8.3 The obligations under this clause are continuing obligations and will survive the termination of this Agreement.
9. NOTICES
9.1 Notices given by Off-Grid will be deemed to be received: If given by email, on being sent, provided the notice is sent to the email address of an officer or employee of the Customer responsible for placing or administering orders for Goods and no “out of office” or other automated reply is received indicating that the message has not been or will not be received or read by the intended recipient; If given by facsimile transmission to a facsimile number shown in the application for credit (or any other number provided by the Customer) by production by Off-Grid of a copy of the facsimile transmission bearing the time and date of dispatch, on that date and at that time; and if given by post, on the third day after posting.
10. MISCELLANEOUS
10.1 Off-Grid is required to comply with the Clean Energy Council Solar PV Retailer Code of Conduct, for as long as it is a signatory to the code.
10.2 It is the Customer’s responsibility to ensure that all appropriate steps are taken in relation to the storage, handling and use of the Goods; and where information is provided to the Customer on potential hazards relating to the Goods, to bring such information to the attention of its employees, agents, sub-contractors, visitors and customers. It is the Customer’s responsibility to provide safe facilities for the reception of Goods into storage.
10.3 Off-Grid is not liable for failure to perform its obligations under this Agreement to the extent and for so long as its performance is prevented or delayed without substantial fault or negligence by Off-Grid; because of circumstances outside Off-Grid’s control, failure of Off-Grid’s machinery, or failure of a supplier to Off-Grid, provided that Off-Grid gives notice to the Customer and uses reasonable efforts to quickly remedy the cause of the delay.
10.4 Except as expressly set out herein, a party waives a right under this Agreement only by written notice that it waives that right. A waiver is limited to the specific instance and purpose for which it is given and relates to.
10.5 If a provision of this Agreement would, but for this clause, be unenforceable: The provision must be read down to the extent necessary to avoid that result; if the provision cannot be read down to that extent, it must be severed without altering the validity and enforceability of the remainder of this Agreement.
10.6 This Agreement is governed by, and the Customer submits to the law of any State or Territory nominated by Off-Grid. The courts of that State or Territory have non-exclusive jurisdiction in connection with this Agreement.
10.7 Off-Grid may assign its rights or novate its rights and obligations under this Agreement (in whole or in part) to any person without the consent of the Customer. The Customer may not assign or otherwise transfer its rights under this Agreement without prior notice to and consent from Off-Grid.
10.8 The Customer must promptly notify Off-Grid in writing of any change to its registered address or other contact details provided to Off-Grid.
Latest Revision: April 2017
Off-Grid Energy Contract Terms & Conditions
Revised Aug 2016
TERMS AND CONDITIONS 1. OFF-GRID ENERGY AUSTRALIA PTY LTD ABN 65 149 378 281 of 3/62 Pym St Dudley Park SA 5008 (Off-Grid)
PARTIES
2. THE CUSTOMER as set out in Quotation document (Customer)
1. ORDERS AND TERMS AND CONDITIONS
1.1 The Customer acknowledges that the written quotation issued by Off-Grid shall be deemed to be an offer to sell to the person to whom the quotation is addressed only upon the terms and conditions set out herein. Written acceptance of the quotation by the Customer will constitute a Contract incorporating these terms and conditions.
1.2 This Agreement shall prevail over all inconsistencies in any other correspondence, unless Off-Grid agrees otherwise in writing.
1.3 The Quotation shall remain current for a period of 30 days from the date of the Quotation unless previously withdrawn in writing by Off-Grid.
1.4 No representations, inducements, promises or agreements between parties will be of force or effect in varying these terms unless in writing and signed by both parties.
2. PRICES & PAYMENT
2.1 The amount payable by the Customer (incl. any delivery, installation or other related fees) is set out in the Quote & Contract Acceptance (Customer Price).
2.2 Unless otherwise stated, the Customer Price is inclusive of Goods and Services Tax (GST).
2.3 Off-Grid reserves the right to charge the Customer for any costs incurred as a result of the Customer varying the Load Demand Survey or this Agreement, requiring Goods urgently, or varying the installation date less than 2 weeks from agreed date.
2.4 Notwithstanding any provision in this Agreement, Off-Grid may increase the Customer Price prior to delivery of the Goods if price increase results from an increase in the price of any inputs, which comprise part of the Goods (including fluctuations to small-scale technology certificates (STCs) value).
2.5 The Customer acknowledges that any Government financial incentive specified in any quotation is an indicative estimate only and that the Customer Price will be affected by failure of the Customer to receive the whole or part of any incentive specified, or fluctuations in STC value.
2.6 Unless otherwise agreed, all goods will be supplied subject to payment terms and schedule on the Contract Acceptance. The extension of credit to the Customer shall be at the absolute discretion of Off-Grid at all times.
2.7 Payment must be made in full and without set off or counterclaim on the final day of installation. Payment is only received by Off-Grid when it receives cash or when the proceeds of other methods of payment are credited and cleared to Off-Grid’s bank account.
2.8 In addition to the price quoted (inc. GST), Off-Grid may charge the Customer with any one or more of the following: Taxes, stamp-duty or other stationary charges or levies payable in relation to the supply or installation of the goods; Interest as calculated below, legal costs (solicitor and own client costs) and disbursements incurred to Off-Grid in relation to breach of contract by the Customer; All costs, charges, expenses or other outgoings incurred by Off-Grid with respect to any variation of contract requested by the Customer and; Where Off-Grid is required to collect returnable goods from the delivery point, a return fee at Off-Grid’s current rates.
2.9 Should the Customer fail to make due payment for any goods or services, then Off-Grid may, without prejudice to any other rights it may have, suspend credit, withhold orders and take steps to recover moneys and/or goods. The Customer shall pay all expenses incurred in recovery. Should an invoice remain unpaid as required in the ‘Prices & Payment’ clause, interest shall be charged at an agreed interest rate and in the absence of any agreement at the rate of 20 percent per annum commencing on the due date for payment and continuing until payment in full is received by Off-Grid.
3. DELIVERY & INSTALLATION
3.1 The supply of Goods is subject to availability and Off-Grid reserves the right to suspend or discontinue the supply of Goods to the Customer.
3.2 Where a time for delivery is agreed, Off-Grid will take all reasonable action to deliver the Goods and/or services on time. Off-Grid shall not be liable for any loss or damages suffered by the Customer arising out of, or in relation to, a delay in delivery and/or installation by Off-Grid. Off-Grid shall be granted an automatic extension of time for the delivery for the goods equal to the delay caused by any variation requested by the Customer. Off-Grid reserves the right to cancel or delay the delivery due to any causes beyond its reasonable and practical control.
3.3 Unless otherwise agreed in writing between Off-Grid and the Customer, delivery of the Goods will be deemed to have occurred when the goods are either collected by the Customer or the Customer’s agent or offloaded to the Customer’s nominated point of delivery. The Customer will reimburse Off-Grid any costs incurred by Off-Grid due to any failure by the Customer to accept the Goods at time of delivery.
3.4 The Customer shall inspect the Goods immediately following delivery and notify Off-Grid of any shortfall or loss or damage to the Goods delivered within 7 days of delivery. To the extent permitted by law, failure to do so shall disentitle the Customer to any remedy in respect of shortage, loss or damage.
3.5 All goods shall be deemed accepted by the Customer unless notification in writing is received by Off-Grid within 7 days from the date of delivery.
4. RISK, TITLE AND RELATED MATTERS
4.1 Risk in the Goods passes to the Customer upon delivery (including all risks associated with unloading and installation) to the Customer.
4.2 The legal and equitable title to the Goods will only be transferred from Off-Grid to the Customer when the Amount Payable has been reduced to zero. Until the Amount Payable has been reduced to zero, the Customer holds the Goods as bailee for Off-Grid and a fiduciary relationship exists between the Customer and Off-Grid.
4.3 If there is any Amount Payable, the Customer shall: Keep the Goods separate and in good condition, clearly showing Off-Grid’s ownership of the Goods; and if required by Off-Grid, deliver the Goods to Off-Grid.
4.4 The Customer may only install or affix the Goods to other goods (so that they become an Accession to those other goods) after seeking advice from Off-Grid.
4.5 Off-Grid shall be responsible only for any inherent defect in the goods supplied and for faulty workmanship of Off-Grid appearing in the works within 12 months from the date of installation except that any guarantee or warranty given by a third party in respect of materials, components or processes comprising part of the work shall apply to such materials, components or processes. Off-Grid shall not be responsible for any repairs or rectifications due to misuse or damage by others including the Customer.
4.6 If the Customer is in Default, in addition to Off-Grid’s other rights under the Terms and Conditions, the PPSA or any other applicable law, Off-Grid may: Take possession of the Goods, wherever they are located; Remove any Goods which have become an Accession; and/or Enter upon the Customer’s premises for that purpose; and/or Appoint any person to be a receiver of all or any of the Goods, or Accessions.
4.7 Exclusions and Limitations: Although reasonable care is taken with the installation of the system no responsibility can be accepted for Customer supplied components, materials and workmanship or if the goods are used or dealt with in any way which is not usual.
4.8 Responsibility will not be accepted for equipment loss or damage due to any or all of the following: Storm or tempest; unauthorised repair, modification or additions; atmospheric electrical discharges; connection of equipment not in compliance with specifications; flooding or water damage, however caused; faulty operation of Customer supplied power generating equipment, and lack of, or improper maintenance; system loading in excess of specified system capacities.
Except as required by the Trade Practices Act or any other Act all implied conditions and warranties are hereby excluded. Subject to those conditions and warranties necessarily implied under the Trade Practices Act or any other Act, the Customer’s sole remedy for any damage whether direct, indirect, special, consequential or contingent shall, at Off-Grid’s option, be limited to the following: In the case of goods: the replacement of the goods or supply of equivalent goods; the repair of goods; or payment of the cost of replacing or repairing equivalent goods; In the case of services: the supply of the services again; or the payment of the cost of having the services supplied again.
4.9 All Returned Goods must be approved in advance by Off-Grid and may be subject to a re-stocking fee. Return freight is to be pre-paid.
5. DEFAULT
5.1 A party will be in Default if: It breaches a material term of this Agreement and such breach is not remedied within 14 days of receiving notice from the other party requiring it to do so, unless such breach arises out of the supply of defective Goods, in which case Off-Grid shall remedy the breach within a time reasonable in the circumstances; In the case of the Customer being an individual, it commits an act of bankruptcy or becomes an insolvent under administration; In the case of the Customer, payment for the Goods has not been received by Off-Grid by the due date for payment; or In the case of the Customer, any representation or warranty made by it in or in connection with this Agreement is incorrect, misleading or deceptive (whether by omission or otherwise in any material respect).
5.2 If a party Defaults, the other party may: Being Off-Grid, refuse to supply or install any Goods to the Customer on credit or at all; and/or Being Off-Grid, claim the return of any Goods in the Customer’s possession where title has not passed to the Customer or exercise any other right or remedy available under this Agreement, or any other applicable law, including to enforce the security interests created by this Agreement; and/or Being Off-Grid, by notice to the Customer declare all monies owing by the Customer to Off-Grid on any account immediately due and payable (incl. Amount Payable).
5.3 The Customer must pay Off-Grid all expenses incurred or payable by Off-Grid in connection with the recovery of the Amount Payable or in otherwise enforcing Off-Grid’s rights against the Customer under this Agreement.
5.4 Off-Grid may charge interest on any overdue amount at a rate equivalent to 2.5% p.a. above the business overdraft interest rate of its principal banker, as determined and calculated by Off-Grid. Such interest will be payable on demand by Off-Grid and for so long as it remains unpaid will compound monthly.
6. FITNESS FOR PURPOSE
6.1 The Customer has signed and agreed that it has completed its Load Demand Survey correctly and completely. Off-Grid accepts no liability for incorrect information provided by the Customer on the Load Demand Survey.
6.2 Off-Grid provides power and energy estimations of items listed on Load Demand Survey, based on information provided by the item manufacturer. Off-Grid accepts no liabilities if the items listed on the Load Demand Survey perform differently to what is listed by the item manufacturer.
6.3 The Customer warrants that it has provided Off-Grid with a Load Demand Survey, and understands that Off-Grid recommended and supplied the Goods in reliance on the Load Demand Survey.
6.4 The Customer is aware that the Goods are not suitable for usage which materially exceeds the levels set out in the Load Demand Survey, and in the event that the Customer’s actual use of the Goods materially exceeds the levels set out in the Load Demand Survey, and to the extent permitted by law, Off-Grid shall have no liability whatsoever for any loss suffered by the Customer or any other person, and will have no obligation to repair, replace or reimburse the purchase price of, the Goods.
7. WARRANTY AND LIMITATION OF LIABILITY
7.1 Off-Grid is (among other things) a supplier of Goods manufactured by other persons. Where the manufacturer of the Goods has provided a warranty in relation to the Goods, Off-Grid will take all reasonable action to pass on the benefits of such warranty to the Customer within a reasonable timeframe.
7.2 The Customer is provided with a 5yr installation warranty by Off-Grid, which covers the operation and performance of the entire system including workmanship and products.
7.3 Subject to any clause herein, Off-Grid’s liability to the Customer (and any party claiming through the Customer against Off-Grid) for any claim for loss or damages (including legal expenses) made in connection with this Agreement (including the supply of Goods described in this Agreement) whether in contract, tort (including negligence), under statute, in equity or otherwise shall be strictly limited as follows: For any liability arising from Goods not meeting the specification or which are said to be otherwise defective or deficient, Off-Grid’s liability is limited to the cost of replacement of those Goods as soon as reasonably practicable, or repair of those Goods or repayment (or allowance) of the invoice price of Goods (at the option of Off-Grid); For any liability arising from the services forming part of the Goods not meeting the scope or which are said to be otherwise defective or deficient, Off-Grid’s liability is limited to the provision of the services again or payment of the cost of having the relevant services provided (at the option of Off-Grid); and For any liability that does not fall within the scope of any clause herein, Off-Grid’s liability for any loss or damage arising from or caused in any way by Off-Grid, the Goods it supplies or this Agreement is excluded (to the maximum extent permitted by law).
8. CONFIDENTIALITY & INTELLECTUAL PROPERTY (IP)
8.1 Any Confidential Information supplied by Off-Grid must not be disclosed by the Customer to any third party without the written consent of Off-Grid. All IP remains the property of Off-Grid.
8.2 The Customer must disclose to Off-Grid all IP rights arising out of, or in connection with Customer Improvements; and do anything necessary to vest the IP rights in the Customer Improvements in Off-Grid.
8.3 The obligations under this clause are continuing obligations and will survive the termination of this Agreement.
9. NOTICES
9.1 Notices given by Off-Grid will be deemed to be received: If given by email, on being sent, provided the notice is sent to the email address of an officer or employee of the Customer responsible for placing or administering orders for Goods and no “out of office” or other automated reply is received indicating that the message has not been or will not be received or read by the intended recipient; If given by facsimile transmission to a facsimile number shown in the application for credit (or any other number provided by the Customer) by production by Off-Grid of a copy of the facsimile transmission bearing the time and date of dispatch, on that date and at that time; and if given by post, on the third day after posting.
10. MISCELLANEOUS
10.1 Off-Grid is required to comply with the Clean Energy Council Solar PV Retailer Code of Conduct, for as long as it is a signatory to the code.
10.2 It is the Customer’s responsibility to ensure that all appropriate steps are taken in relation to the storage, handling and use of the Goods; and where information is provided to the Customer on potential hazards relating to the Goods, to bring such information to the attention of its employees, agents, sub-contractors, visitors and customers. It is the Customer’s responsibility to provide safe facilities for the reception of Goods into storage.
10.3 Off-Grid is not liable for failure to perform its obligations under this Agreement to the extent and for so long as its performance is prevented or delayed without substantial fault or negligence by Off-Grid; because of circumstances outside Off-Grid’s control, failure of Off-Grid’s machinery, or failure of a supplier to Off-Grid, provided that Off-Grid gives notice to the Customer and uses reasonable efforts to quickly remedy the cause of the delay.
10.4 Except as expressly set out herein, a party waives a right under this Agreement only by written notice that it waives that right. A waiver is limited to the specific instance and purpose for which it is given and relates to.
10.5 If a provision of this Agreement would, but for this clause, be unenforceable: The provision must be read down to the extent necessary to avoid that result; if the provision cannot be read down to that extent, it must be severed without altering the validity and enforceability of the remainder of this Agreement.
10.6 This Agreement is governed by, and the Customer submits to the law of any State or Territory nominated by Off-Grid.The courts of that State or Territory have non-exclusive jurisdiction in connection with this Agreement.
10.7 Off-Grid may assign its rights or novate its rights and obligations under this Agreement (in whole or in part) to any person without the consent of the Customer. The Customer may not assign or otherwise transfer its rights under this Agreement without prior notice to and consent from Off-Grid.
10.8 The Customer must promptly notify Off-Grid in writing of any change to its registered address or other contact details provided to Off-Grid.