Standard Terms and Conditions
IT IS AGREED AND DECLARED AS FOLLOWS:
1 Definitions and Interpretation;
1.1 Defined Terms: In this Variation, unless the context otherwise requires: Agent means the contractor or agent of E-Solar who shall meet with the Customer and install the Solar PV System;
Agreement means the agreement to purchase and install the Solar PV System as contained in the Order Form and these Terms and Conditions; Business Day means a day on which trading banks are open for banking business in Perth and shall not include a Saturday, Sunday or public holiday in Western Australia; Customer means you the customer; Date of Visit means the date that the Agent visited you the Customer and provided the Order Form and these Terms and Conditions; Deposit means the deposit to be paid to E-Solar by the Customer in the amount specified in the Order
Form; GST shall have that meaning provided for the same in clause 7; Law or Laws means all statutes, regulations, proclamations, ordinances or by-laws as may be relevant to his Variation, the Contractor, Contracting Solutions or E-Solar and includes all statutes, regulations, proclamations, ordinances or by-laws issued under, varying, consolidating or replacing such statutes; Order Form means the Customer Order Form to which these Terms and Conditions are attached; Outstanding Costs means all costs payable by the Customer in relation to the installation of a Solar PV System as specified in the Order Form including (but not limited to) sale costs and installation costs BUT less any Deposit already paid by the Customer; REC means any Renewable Energy Certificate rebate that may be payable in relation to the purchase and installation of the Solar PV System; Solar Credit or REC or Rebate means any REC, Solar Credit or other monetary rebate payable in relation to the purchase and installation of the Solar PV System; Solar PV System the solar photo voltaic system as specified in the Order Form to be to be purchased by you the Customer and installed by the Agent; E-Solar means E-Solar Pty Ltd ABN 48 798 720 381 ACN 103 650 399 ATF The Energy Trust; Standard Forms means those standard forms that shall be provided to the Customer including (but not limited to): (a) Application to connect small scale renewable energy systems to the Western Power network (issued by Western Power); (b) Mandatory Information for REC Assignment Forms (issued by the Office of the Renewable Energy Regulator); Tax Invoice shall have that meaning provided for the same in clause 7; Terms and Conditions means these standard terms and conditions;
1.2 Interpretation; Unless the contrary intention appears: (a) the singular includes the plural and vice versa;(b) an obligation or representation on the part of two or more persons binds them jointly and each of them severally;(c) an obligation or representation in favour of two or more persons is for the benefit of them jointly and severally; and (d) each obligation of a party takes effect as a covenant; (e) References to parts, clauses, parties, annexures, exhibits and Schedules are references to parts and clauses of, and parties, annexures, exhibits and Schedules to, this Variation; (f) In the interpretation of this Agreement, no rules of construction apply to the disadvantage of any party because that party was responsible for the drafting of this Agreement or of any part of this Agreement; and (g) A reference to dollars or $ shall mean Australian Dollars.
2 Terms and Conditions;
2.1 Acknowledgement: By signing the Order Form the Customer acknowledges and agrees that, (a) these Terms and Conditions shall apply from and including the date the Order Form is signed;
(b)the Agreement between the parties shall be deemed a contract and be in force from the date of the Order Form;
2.2 Pricing and Payment The pricing set out in the Order Form is valid for a period of 14 days following the Date of Visit. (a) All pricing is preliminary and is subject to approval by E-Solar’s Accounts Dept. (b) All pricing as set out in the Order Form takes into account any Rebate that may be payable in relation to the Solar PV System. (c) All pricing excludes any electricity or meter upgrades that may be required and the same are payable in full by the Customer to the relevant power utility company.
3.1 Pricing includes Rebate (a) The REC and/or Solar Credit value specified in the Order Form (being the Rebate) has been provided by E-Solar as a discount to the usual price of the Solar PV System (b) The Customer acknowledges and agrees that upon signing the Order Form any Rebate shall be: (i) duly assigned to E-Solar; and (ii) shall become the property of E-Solar. (b)The Customer shall sign all documentation and do all necessary things to allow E-Solar to apply for and to obtain the Rebate. (c)The Customer shall at no time: (i) attempt to apply for or obtain any Rebate; and/or (ii) be eligible to personally receive any Rebate.
3.2 Rejection of Rebate: In the event that any application for a Rebate is declined or rejected by the relevant Government authority or statutory body then the Customer may either elect to:
(a) pay the full price for the purchase and installation of the Solar PV System; OR (b) not purchase the Solar PV System, in which case: (i) the Agreement contained in the Order Form and these Terms and Conditions shall be terminated and come to an end; and (ii) E-Solar shall return any Deposit paid in full to the Customer within 30 days of receiving notice of the Customer’s election.
4 Solar Services;
4.1 General (a) E-Solar shall (i) schedule the relevant work/installation dates for the Solar PV System with the Agent and Customer; (ii) notify the Customer (upon request) The anticipated time required to order the Solar PV System from the manufacturer; (iii) contact the Customer to advise the final installation/work dates. (b) In addition to those items set out in conditions 4.2 and 4.3 E-Solar shall provide the Customer with a relevant Tax Invoice in relation to the Deposit and the Outstanding Costs
4.2 Supply of Solar PV System (a) Upon receipt of the Deposit in full, E-Solar shall order the Solar PV System from the manufacture. (b) The Customer acknowledges and agrees that E-Solar shall not be obliged to order any Solar PV System until the Customer has paid the Deposit in full. (c) E-Solar shall not be liable for any loss or damage to the Customer arising out of delays in ordering or obtaining of the Solar PV System from the manufacturer.
4.3 Installation of Solar PV System (a) Upon receipt of: (i) the required documents and forms duly completed by the Customer and the Agent; and (ii) the Outstanding Costs have been fully paid by the Customer, E-Solar shall arrange for the Agent to install the Solar PV System at the Customer’s nominated address. (a) All installations shall be completed by Agents who are competent electricians that have completed relevant training in relation to the Solar PV System. (b) The Customer acknowledges and agrees that: (i) the installing Agent shall complete a site inspection in relation to the proposed installation of the Solar PV System at the Customer’s nominated address; (ii) the location of installation of the Solar PV System at the Customer’s nominated address shall be at the sole discretion of the Agent unless mutually agreed between the parties in writing prior to installation; and (iii) neither the Agent nor E-Solar shall be liable to move or remove the Solar PV System after installation unless due to a technical fault with the Solar PV System. (c) The Agent shall take all due care and reasonable precautions to avoid roof damage, however, in the event that damage to the Customer’s roof occurs due to circumstances beyond the Agent’s control then: (i) the Agent shall attempt to temporarily repair or make good the damage using materials supplied by the Customer; and (ii) all other costs of repair or reinstatement shall be borne by the Customer. (d) The Customer acknowledges that the Agents are independent contractors and not employees of E-Solar and that, while E-Solar shall take all due care as to quality control and to provide all necessary training, (e) The Customer acknowledges and agrees that E-Solar may elect not to commence any installation o approval for any applicable Rebate that may be payable in relation to the Solar PV System.
4.4 Warranties (a) All warranties contained in the Order Form or these Terms and Conditions are expressly subject to the warranty terms and conditions and procedures of the relevant manufacturer of the Solar PV System. (b) Unless otherwise specified in the Order Form, E-Solar shall provide 5 years on-site warranty for:
(i) installation workmanship; and (ii) the inverter and panels of the Solar PV System. (c) Any misuse of the Solar PV System or use of the Solar PV System in a manner not expressly authorized by ESolar shall void all warranties.
4.5 Service to Solar PV Systems (a) E-Solar shall, at its own cost, arrange for the Agent to undertake any necessary repair and replacement works to the Solar PV System that are fully covered by the relevant manufacturer’s warranty terms and conditions and procedures or covered by the warranty given pursuant to clause 4.4(b): (i) in accordance with the Solar PV System’s manufacturer warranty processes; and (ii) within those time frames as are reasonably designated by E- Solar. (c) In the event: (i) that a Customer requests a service call out for any repair or replacement works;
and (ii) the Customer has not carried out the relevant trouble shooting steps advised to it by E-Solar prior to such service call out, THEN the Customer shall be liable to pay a fee for such service call out of no less than $150.00 per visit.
4.6 Third Party Finance (a) Upon request by the Customer, E-Solar may provide third party finance to the Customer. Such third-party finance shall be: (i) subject to the Customer complying with all necessary requirements of the relevant financier; and (ii) pursuant to such terms and conditions as may be required by E-Solar from time to time in relation to arranging such finance. (b) The Customer acknowledges and agrees that E-Solar has not given to it any advice (financial or otherwise) in relation to entering into any third-party finance agreement and that the Customer is solely responsible for entering into any such third party finance agreement.
5 Customer Obligations;
5.1 Deposit and Payment of Outstanding Costs (a) The Customer shall provide the Deposit in full to E-Solar upon completing and signing the Order Form or such longer time as E-Solar may in its absolute discretion agree. (b) The Customer shall pay to E-Solar the Outstanding Costs within 30 days of completing and signing the Order Form or such longer time as E-Solar may in its absolute discretion agree. (c) The Deposit and/or the Outstanding Costs shall be payable in the methods specified on the Order Form. (d) In the event that a financial institution declines or refuses to honour the Customer’s payment of the Deposit or the Outstanding Costs then: (i) E-Solar may elect to either: (A) require the Customer to pay the Deposit and/or the Outstanding Costs by way of an alternative method; or (B) bring this Agreement to an end; and (i) The Customer shall be liable to pay any financial instruction penalties or fees that may apply in relation to such refusal.
5.2 Paperwork The Customer shall fill out and complete all documentation and paperwork as required by E-Solar, including but not limited to, the Standard Forms.
5.3 Removal of Objects: The Customer is responsible, at its own cost, for the removal of any trees, plants or any other objects that may cast a shadow on the Solar PV System, both at the time of installation and in the future.
5.4 Additional Costs – If: (a) in the reasonable opinion of E-Solar the cost of installing the Solar PV System increases; and (b) such cost increase is due to factors outside the reasonable control of E- Solar, THEN E-Solar may notify the Customer in writing of such increase in costs and the Customer may EITHER: (A) pay the increased price for the installation of the Solar PV System; OR (B) elect in writing to not purchase the Solar PV System , in which case: (i) the Agreement contained in the Order Form and these Terms and Conditions shall be terminated and come to an end; and (ii) E-Solar shall return any Deposit paid in full to the Customer within 30 days of receiving notice of the Customer’s election.
5.5 Statutory Declaration In the event that the quote given on the Order Form is the subject of a Rebate requiring a Statutory Declaration THEN E-Solar may require the Customer to provide a Statutory Declaration (in accordance with the Oaths, Affidavits and Statutory Declarations Act 2005 (WA)) stating that the Customer will permanently reside in the nominated address and the estimated date upon which the Customer will permanently reside in such nominated address.
5.6 Warranty and Indemnification The Customer acknowledges and agrees that E-Solar has relied upon the information provided by the Customer, both by way of the documentation, paperwork and verbally and the Customer warrants that it has provided any such information honestly and to the best of its knowledge. (a) The Customer shall indemnify and hold harmless E-Solar from and against all claims, demands, writs, summonses, actions, suits, proceedings, judgments, orders, decrees, damages, costs, losses and expenses of any nature whatsoever which the Customer may suffer or incur in connection with the provision of false or inaccurate information.6 Termination or Cancellation of Agreement;
6.1 By E- Solar: (a) E-Solar may cancel or terminate the Agreement by notice in writing at any time prior to installation of the Solar PV System by the Agent. In the event that E-Solar cancels or terminates the Agreement pursuant to this clause then E-Solar shall refund the Deposit in full to the Customer within thirty (30) days of such cancellation or termination.(b) In the event that upon completing a site inspection in the Agent’s reasonable opinion: (i) there is no suitable location to install the Solar PV System ; or (ii) it is not possible to install the Solar PV System due to the condition of the roof, configuration or structure of the Customer’s nominated address, THEN: (i) this Agreement shall forthwith be canceled and terminated by notice in writing to the Customer; and i(ii) E-Solar
shall refund the Deposit in full to the Customer within thirty (30) days of such cancellation or termination. (c) In the event the Customer has breached this Agreement by failing to pay the Outstanding Costs in full: (i) the Deposit shall be absolutely forfeited to E-Solar; and (ii) E-Solar may either: (A) require the Customer to pay the Outstanding Costs in full within seven (7) days and continue to install the Solar PV System after receipt of such Payment; OR (B) forthwith terminate this Agreement by notice in writing and repossess the Solar PV System including all parts, components and equipment. (d) In the event that following the relevant site inspection the residence (or other structure as applicable) located at Customer’s nominated address is destroyed, or so damaged as to make
installation impossible or dangerous, THEN E-Solar may elect in writing to EITHER: (i) terminate or cancel the Agreement contained in the Order Form and these Terms and Conditions and return any Deposit paid in full to the Customer within 30 days; OR (ii) continue this Agreement until such time the relevant structure located at the Customer’s nominated address is repaired or rebuilt, in which case: (A) The Customer shall be obliged to immediately pay to E-Solar the Outstanding Costs in full; and (B) E-Solar may retain any Deposit paid by the Customer. (e) In the event that E-Solar terminates this contract pursuant to clause 6.1(d)(ii)(B) then: (i) The Customer shall be liable for all costs incurred by E-Solar or the Agent for the costs relating to any required removal of the Solar PV System, shipping the Solar PV System back to E-Solar and any damage to the Solar PV System caused by the removal or shipping of the Solar PV System (such costs to be payable upon demand); and(ii) E-Solar shall at no time be liable to the Customer in relation to any costs incurred due to damage to the Customer’s roof caused by the removal of the Solar PV System.
6.2 By Customer (a) In the event that the Customer rescinds or attempts to terminate and bring to an end the Agreement then:
(i) The Customer must provide notice in writing to E-Solar as to such termination; and (ii) any Deposit Paid to E-Solar or the Agent shall be absolutely forfeited to E-Solar UNLESS clause 3.2 or clause 5.4 of these Terms and Conditions shall apply.
7.1 – GST; GST is payable by the Customer on all payment due to E- Solar. Any amount referred to in the Order Form is calculated inclusive of GST unless otherwise specified. 7.2 Goods and Services Tax Payments (i) In this Deed (1) GST means a goods and services tax, consumption tax, value added tax, retail turno ver tax or a tax of a similar nature, (2) Tax Invoice means an invoice in the format required by the law and which also shows the amount of the GST payable by the responsible party. (i) If a party is liable by law for any GST on any payment, then the other party must pay to the first mentioned party the amount of the GST at the same time and manner as such payment. (ii) The parties will com ply with all statutory and regulatory requirements as to GST including (if necessary) the issuing of any Tax Invoice which may be required. (iii) If either party refunds to the other any amount paid pursuant to this Deed, such party must also refund to the other party an amount in respect of any GST that was paid in respect of that amount. (iv) The parties agree that if any statute and/or regulation thereto shall cause this clause as currently drafted to fail, then the parties agree to enter into such variation of deed to give effect to their agreement as to GST to the extent that the same can be properly achieved.
8.1 Power disruptions; The Customer acknowledges that power generation from the Solar PV system ceases during mains
power disruptions and shall automatically restart when the grid is available.
8.2 Risk Passing: The Customer and E-Solar acknowledge and agree that risk and title in the components and equipment comprising the Solar PV System shall pass to the Customer upon the Solar PV System arriving at the Customer’s nominated address.
8.3 Whole Agreement: The covenants and agreements expressed or implied in the Agreement comprise the whole of the agreement between the parties and, except as expressly or otherwise provided in the Order Form or the Terms and Conditions, supersede all prior agreements and understandings, whether verbal or otherwise, between E-Solar and the Customer in relation to the provision of the Solar PV System.
8.4 Notices: Any notice: (i) Must be signed by an authorized person or party; (i) Is deemed to be given by the sender and received by the addressee (i) if by delivery in person, when delivered to the addressee; (1) if by post, three (3) Business Days from and including the date of postage to the addressee; and (2) if by facsimile transmission, when successful transmission to the addressee (at such facsimile number as the addressee may have provided) has been achieved.(i) If delivered or received on a day which is not a Business Day or is after 4.00 p.m. (addressee’s time) shall be deemed to be given at 9.00 a.m. on the succeeding Business Day (irrespective of clause 8.4 (b) ); and (i) Can be relied upon by the addressee, and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorized by the sender.
8.5 Amendment of Agreement; The Agreement may only be amended by agreement in writing between the parties.
8.6 Severance If any term, condition, covenant or stipulation of the Order Form or the Terms and Conditions or the application thereof to any person or circumstances is or becomes invalid or unenforceable the remaining terms, covenants, conditions and stipulations are not affected thereby and each term, covenant, condition and stipulation of the Order Form or the Terms and Conditions is valid and enforceable to the fullest extent permitted by law.
8.7 Jurisdiction This Agreement is governed by the laws of Western Australia and the parties submit irrevocably to the non-exclusive jurisdiction of the courts of the Western Australia.