Terms and Conditions

PARTIES

1. OFF-GRID ENERGY AUSTRALIA PTY LTD ABN 65 149 378 281 of 3/62 Pym St Dudley Park SA 5008 (Off-Grid)
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1.3 The Quotation shall remain current for a period of 14 days from the date of the Quotation unless previously withdrawn in writing by Off-Grid.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.