Leading Edge Engineering Group Pty Ltd t/a Bayside Energy Consulting A.C.N. 532 563 722 (“the Company”)
Terms & Conditions
In these Terms and Conditions unless inconsistent with the context:
“Customer” means the person or legal entity identified in the Company’s Quotation.
“CEC’ means Clean Energy Council.
“Force Majeure Event” includes any event beyond the reasonable control of the Company.
“Goods and Services” means the System and the supply and installation of the System at the Customer’s premises.
“Order” means a Quotation Acceptance Form which has been signed by the Customer.
“Premises” means the premises listed in the Order.
“Price” means the price for the System stipulated in the Order.
“Purchase Price” means the price that is stated in the Order.
“REC” means Renewable Energy Certificate (including the Small Technology Certificates (STCs) and the Large Generation Certificates (LGCs)).
“System” means the photovoltaic system described in the Company’s Quotation Acceptance Form that is signed by the Customer and includes all goods or parts used in the installation in accordance with these Terms and Conditions.
“Terms & Conditions” means the terms and conditions in this document and any additional terms and conditions in the Quotation. Terms and Conditions are subject to change by the Company without notice to the Customer.
“We”, “us”, or “our” means the Company.
2. Acceptance of Terms and Conditions of Sale.
These Terms and Conditions superseded any earlier verbal or written Terms and Conditions of Sale wherever published or applying between the Company and the Customer and shall be deemed to override all oral and written agreements and negotiations by either party prior to the making of these Terms and Conditions. The Customer will be deemed to have accepted these Terms and Conditions of sale if the Customer places any order or otherwise deals with the Company after receiving notice of these Terms and Conditions of Sale. The Customer will be deemed to have accepted these Terms and Conditions of sale and terms of trading in the foregoing circumstances, despite any request by the Company for the Customer to sign a copy of the Terms and Conditions of Sale or otherwise acknowledge the Customer’s acceptance of Agreement and despite any omission or refusal of the Customer to do so.
3. Acceptance of order.
The Company is not obliged to accept any order. Failure on the part of the Customer to make any payment on the due date shall constitute a breach of an essential term of these Terms and Conditions and the Company shall be entitled to treat such failure as a repudiation of the contract by the Customer and, without limiting the Company rights, the Company shall be relieved of any further performance thereof.
4. Availability of Goods.
If Goods ordered by the Customer are not available at the time of order they will be supplied by the Company when available, and the Company shall not be liable to the Customer to make any damage or loss whether arising directly or indirectly as a result of any ensuring delay in delivery. The Customer expressly acknowledges that the price of the Goods has been determined on the basis of bulk orders being satisfied by multiple Customers, Orders may be cancelled by the Company if there are insufficient orders to make up the requirements of a bulk order. The Customer expressly acknowledges that the Company may, and is in fact likely to suffer delay in receiving minimum bulk orders before ship Goods occurs. The Customer further acknowledges that delays may be caused as a result of the time taken by the Company or its contractors to perform site assessment to determine the suitability of the Customer’s premises for the installation of the System.
a. The Customer acknowledges that the Company reserves the right to change the equipment to be supplied to the customer provided the new equipment provides the Customer with similar, equivalent or higher output and technical specifications. This may be due to but not limited to stock availability, legislative changes, system design considerations or other matters beyond the Company’s reasonable control.
b. In the event that the substitute comparable components are only available at a higher cost the Company reserves the right to adjust the sale price accordingly. In the case that no agreement can be reached between the customer and the Company with regards to the sale price adjustment this sales agreement becomes void.
a. The Company is entitled to retain the Deposit by way of compensation if the Customer cancels the Contract before the Company has delivered the Goods or performed the Services.
b. The Company is entitled to retain the Deposit together with all instalments of the Price that have been paid, and a reasonable allowance for work done, Goods purchased or Delivered and Services performed (but not yet invoiced) calculated according to the Company’s current published price list, plus an allowance of 20% for overheads and administration.
c. The Company reserves the right to refund in full if there is a significant and unanticipated change in market conditions, including but not limited to changes to or cancellation of a government program providing subsidies and incentives without reasonable notice being provided, variations or cessation of the solar credit scheme, a significant fall in the exchange rate falls causes unsustainable price rises, or a significant fall in the price of Renewable Energy Certificates occurs.
7. Customer warranty.
The Customer warrants for the benefit of the Company that any and all information provided by the Customer to the Company in connection with any order to purchase the System is true and correct, including but not limited to their electricity use. If in the event that the Company relies upon such information and the Company suffers loss or damages as a result of that information being in any way materially false or incorrect, the Customer indemnified the Company for such loss or damage including consequential loss suffered by the Company.
8. Delivery & Installation.
a. The Company will arrange for the system to be delivered prior to or on the installation date and installed at the customer’s premises on the installation date.
b. If the System cannot be delivered prior to or on the installation date the Company reserves the right to change the date.
c. The Customer must ensure that the Company and all the Company’s personnel have unimpeded and unobstructed access to the Premises at all times requested by the Company.
d. All work will be conducted in normal business hours Monday to Friday excluding public holidays unless otherwise agreed by the Company in writing.
e. If the customer’s switchboard does not comply with current safety standards or otherwise requires replacement or upgrade the cost of replacement or upgrade is payable by the customer.
f. If difficulties with site access are encountered that were not notified to the Company at the time of quotation, additional costs incurred in ensuring the safety of our installers may be payable by the customer.
g. The Company reserves the right to review the price for the Customer’s acceptance following a site visit.
h. Any abnormal costs associated with delivery of goods to site will be charged as extra.
i. The Customer agree to indemnify us against all loss, costs or damage that we suffer or which is claimed against us or our contractors due to any breach of this clause 16 by the Customer.
j. All care is taken by the Company in selecting installers of the System, but no responsibility is taken for any additional cost or damage incurred by reason of any act or omission of the installer, and the Customer indemnifies and keeps indemnified the Company against any claim suit or demand arising from any loss, cost or damage occasioned or arising from the conduct of the installer.
k. The Company will use its best endeavours to get the system installed within three (3) months. The Company will use its best endeavours to get the Customers Electricity supplier to complete the meter install and grid connection component of the installation but will not to be responsible for the time it takes for this to be completed.
l. If the Company incurs any extra costs due to incorrect information of any kind provided by the Customer, the customer will be liable to pay those additional costs.
m. It is the Customer’s responsibility to obtain all the necessary permits and permissions to have the System installed on his or her property – this includes but not limited to all required building approvals and permits, body corporate permission and landlord permission.
n. Where the Customer requests delivery to any site, including the Customer’s premises, the Company can elect to deliver the Goods to that location but, if the location is unattended at the time of delivery, the Company may leave the Goods at the location and the Company shall not be responsible for any damage to or loss of the Goods after delivery howsoever arising.
o. The Customer acknowledges that there may be an interruption to the electricity supply during the installation process. This may result in a disruption to The Customer’s business operations. The Customer agrees that The Company shall not be liable for any loss or damages as a result of this interruption or the preparation and recovery from such an interruption. The Company shall use its best endeavours to minimize such interruptions.
p. The Customer acknowledges that there may be a physical interruption to its operations during the installation process. This may result in a disruption to The Customer’s business operations. The Customer agrees that The Company shall not be liable for any loss or damages as a result of this interruption or the preparation and recovery from such an interruption. The Company shall use its best endeavours to minimize such interruptions.
q. The Company may at its sole discretion sub-contact any of the services required to supply and install The System.
9. Delivery times.
Any times quotations for delivery are estimates only, involving no contractual obligation and the Company shall not be liable to the Customer to make good any damage or loss whether arising directly or indirectly out of the delay in installation and commissioning. Time will not be to the essence for any installation and commissioning. The Company may notify the Customer of any delay in writing at its earliest convenience.
10. Disclaimer of liability.
The Company shall not be liable for any costs, expenses, loss or damage of whatsoever nature and whether direct, indirect or consequential caused by or contributed to by any error, misrepresentation or misleading information supplied by or contained by any manufacture’s or supplier’s packaging, labels, specifications, brochures, pamphlets, advertising or other media.
11. Force Majeure.
In the event of a Force Majeure Event the Company shall be entitled either to rescind these Terms and Conditions (without being liable for damages) or to extend delivery or time for performance by a reasonable period of not less than the duration of such event and all liability under any contract, including liability for damage whether specified or otherwise, shall be modified or adjusted accordingly.
If the Customer sells dispose of or otherwise deals with the Goods or any art thereof before full payments has been received by the Company including assignment for the REC’s the Customer must advise the Company in writing. The Customer will indemnify the Company from any damages, cost, liabilities or penalties which the Company may suffer or incur from the Customer’s failure to provide information or from relying on the information provided by the Customer; this includes but is not limited to any information supplied by the Customer in relation to their electricity usage.
13. Intellectual Property.
The Customer acknowledges and agrees that under no circumstances will it take any interest in Intellectual Property, and the Company reserves all of its rights in respect of the Company’s Intellectual Property.
14. No waiver.
The Company’s failure to exercise or delay in exercising any right, power or privilege will not operate as a waiver of any such rights, power or privilege. Any leniency, indulgence or extension of time which may be granted by the Company to the Customer will not prejudice any of the Company rights in any way, nor will they constitute a waiver of any of the Company rights.
Any notice or other notification required to be given under these Terms and Conditions must be in writing and will be deemed duly served three days after it is mailed postage prepaid or by registered mail or by security post, or a day after transmission by facsimile or electronic mail (email) by either party to the other party as it address shown herein or last known business address or relevant facsimile number or email address.
a. The total amount payable by the customer to the Company for the system will be detailed in the Company’s on the Quotation Acceptance Form.
b. The Company reserves the right to vary the price if the Quotation Acceptance Form and payment of the initial deposit are not received within 30 days of the date of the Quotation.
c. The Company reserves the right to cancel these Terms and Conditions if full payment is not received from the Customer prior to installation.
d. The overall sale price is dependent on the Renewable Energy Certificate (REC) value. If the REC’s value decreases by more than five percent (5%) in the period between the time of sale and installation, the Company reserves the right to adjust the sale price accordingly.
e. The cost of any meter upgrades, electrical work required to bring the property to Australian Standards is not included in the Order unless specifically stated. These will be at the Customer’s cost and billed directly to the Customer by the authorised service provider or installer.
f. The grid application fee, if applicable and refundable, is only refundable upon completion, testing and sign-off of the solar installation and will not be refunded if the contract / project is cancelled for whatever reason.
g. The Customer agrees that any associated metering or other costs between The Customer and Energy Supplier or other third parties is an additional cost to The Customer and is not the responsibility of The Company.
h. The customer acknowledges that there may be other charges from third parties. Such charges are not covered by the Company.
17. Prior representations.
Any oral representation, warranty or promise whatsoever (other than those contained herein) made by any employee, contractor or agent of the Company to the customer does not form any part of these Terms and Conditions nor the consideration for or base is of any collateral contract.
Without limiting the generality of the foregoing, the Customer acknowledges and agrees that:
a. the Company does not give any guarantees regarding daily energy production by the solar system to be supplied by the Company. Solar production output fluctuates with varying environmental conditions and varies depending on the weather, direction of roof, soilage, shading and other factors. The Customer acknowledges that any calculated system power generation and yield is an approximation.
b. Feed in tariffs or solar electricity buy back schemes are governed by State and Territory laws and the Company accepts no liabilities if these laws change in any way affecting the system’s return on investment.
a. The Customer must pay the Company the Purchase Price in Australian dollars for the System specified in the Quotation Acceptance Form.
b. On the day that the System is installed at the Premises, any balance of the Purchase Price as indicated by the Company must be paid to us in the form of cash or by electronic transfer or by credit card payment (a surcharge of 2% will apply for credit card payments).
c. The Customer acknowledges that there may be charges from 3rd parties such as the electrical network owner for the installation of meters and monitoring equipment. The charges for such equipment are not covered by the Company and their installation criteria unless specifically stated.
d. The failure by an Energy Supplier to deliver or install metering equipment shall not affect the Customer’s payment obligations under these Terms and Conditions and the payment schedule set out in the Quotation Acceptance Form.
e. If the Customer does not pay the Price or any instalment of the Price that is due and payable by the due date on the Company’s Quotation Acceptance Form or the Company’s Tax Invoice, then, in addition to the other rights of the Company under these Terms and Conditions or at law, interest is payable on the unpaid balance calculated from the due date to the date of payment in full at the rate of 12% per annum.
f. In the event that full payment for the system is not provided in accordance with the payment schedule, The Customer agrees to grant permission to The Company or its agents to enter upon reasonable prior notice its premises for the purpose of removing the components of The System. Recovery of the components shall not relive The Customer’s obligations of payment under this contract.
g. The Company is entitled to recover all costs and expenses incurred by the Company in collection of payments including, without limitation, legal costs and debt collection agency costs. Without limiting the generality of the foregoing, all costs (including but not limited to legal costs on an indemnity basis) incurred by the Company in obtaining payment from the Customer or in endeavouring to take the whereabouts of the Goods or obtaining or endeavouring to obtain possession thereof, whether by action or suit or otherwise, and all other transport, storage, sale, repossession and like expenses shall all be recoverable by the Company from the Customer in addition to and without prejudice to the Company other rights under these Terms and Conditions.
h. The Company is not required to further perform or complete the installation of the System until the Customer rectifies its default.
i. The Company is entitled to retain and dispose of the System or parts thereof unless title has passed to the Customer.
a. Any performance figures given by the Company to the Customer are given in good faith but are estimates only. The Company has no liability for any loss, cost or damage for failure of the Goods to attain such figures unless specifically guaranteed by the Company in writing. Any such written guarantees will be subject to the recognised tolerances applicable to such figures.
b. The Customer agrees that the Company is not directly responsible for the performance of individual components
20. Permission to enter Customer’s premises.
The Customer agrees to make themselves present at the property for the Company’s pre-inspection, installation and / or commissioning, when and as reasonably required by the Company or its employees, agents and contractors.
a. Quotation Requests and all Quotations are made subject to these Terms and Conditions.
b. Quotations are valid for acceptance for 30 days from the date of issue.
c. The Customer places an Order by signing the Quotation Acceptance Form in the place indicated to acknowledge acceptance of the Quotation and by paying the deposit specified in the Quotation Acceptance Form.
22. Risk and Ownership
a. The Company will retain ownership of the system until the Company receives payment of the total amount payable by the Customer to the Company for the system, its delivery and its installation as detailed on the Quotation.
b. When the system has been paid for in full using the assignment of grants and other various incentives combined with full payment by the Customer the ownership of the System will pass to the Customer.
c. Notwithstanding anything to the contrary contained in these Terms and Conditions all Goods shall be at the risk of the Customer from the time that the Goods are delivered to the Customer’s premises.
d. The Customer will allow the Company to inspect the Goods at any time during business hours before title passes to the Customer.
e. The System remains the property of the Company until the purchase price is paid in full. Until the full purchase price is paid in full, the Customer will be the custodian of the System and the Goods supplied. The Customer must:
i. Keep the Goods in his or her possession.
ii. Keep the Goods in good condition and protect them from any damage.
iii. Keep the Goods in a location appropriate to the nature of the Goods, separately and marked so that the Goods are clearly and easily identifiable as the property of the Company.
iv. Not change the location of the Goods.
v. Not sell, assign or charge the Goods or create any encumbrance over the Goods.
vi. Deliver the Goods to the Company if he or she does not pay the Company the full purchase price of the Goods by the due date. The cost of delivering the Goods back to the Company must be borne by the customer forthwith upon request by the Company. The Customer must allow the Company to enter the Customer’s premises to take possession of the Goods.
23. Rebates & Renewable Energy Certificates.
a. The Customer agrees to irrevocably assign the payment proceeds of the RECs to the Company (or the Company’s assigned / nominated agent) in exchange for the Point-of-Sale (POS) Discount included in the system price stated in the Quotation Acceptance Form.
b. Upon signing the Quotation Acceptance Form, the Customer unconditionally undertakes to assign and is deemed to have assigned to the Company its right to create Renewable Energy Certificates. The Customer agrees to complete and execute on behalf of Company all documents necessary to give this assignment immediately when requested to do so by the Company.
c. The Customer agrees that if it is unable or unwilling to assign all RECs in relation to The System then it shall be liable for the Full System Value.
24. Retention of title.
No title to the Goods shall pass to the Customer by reason of the delivery of the Goods to the Customer’s premises or the acceptance by the Company of the Customer’s request to purchase the Goods. Goods supplied to the Customer by the Company shall remain the sole and absolute property of the Company until installation of the Goods has been completed the Company its servant’s contractor or agents and full payment has been received and REC’s are assigned to the Company.
25. Repossession of Goods.
The Company is entitled to take possession and dispose of any Goods supplied by the Company to the Customer as the Company sees fit at any time before title vests in the Customer.
If any terms in these Terms and Conditions shall for any reason be declared or become unenforceable, invalid or illegal for any reason, other terms and provisions of those Agreement shall remain in full force and effect as if these Terms and Conditions never included the unenforceable, invalid or illegal terms.
27. Variation of Agreement.
No variation of or addition to these Terms and Conditions will be binding unless produced in writing and signed by both parties here to their duly authorised representatives.
28. Warranties & Liability
a. All Goods are subject to the standard manufacturer’s warranty.
b. The Customer warrants that:
i. The installation site is safe and is free from dangerous materials, chemicals or toxins, including asbestos; and
ii. All electrical services, metering and cabling at the installation site are in compliance with relevant regulations and are safe.
c. The Company or, in the case of a subcontracted install, the subcontracted installer warrants the workmanship of the installation of the System for a period of two years, but only where the failure arises and is notified to the Company within two years of the date of the installation of the system.
d. The Company warrants all electrical work included in the Goods and Services for two years. This warranty is void if third parties perform any work on the Goods or tamper with or handle the Goods without the Company’s written approval. In no event shall the Company be liable, or in any way responsible, for any damages or defects in the Goods which were caused by repairs or attempted repairs performed by anyone other than the Company or the Company authorised servicer.
e. Any claim against an installation or workmanship warranty is subject to the Customer providing access to the Premises during normal working hours to conduct an installation fault check before conducting any further site visits to support the warranty; and
f. In the event that the Company find the installation fault to be caused by the Premises, the Customer must bear the cost of rectifying the fault and compensate the Company for any costs incurred in finding the fault.
g. The Company does not provide any warranty other than that provided by the manufacturer of the Goods supplied. The Customer acknowledges having received a copy of the warranty provided by the manufacturer. The Customer acknowledges and agrees to the terms of such warranty and that such warranty is the extent of the warranty and that the Company provides no other warranty in relation to the Goods.
h. The Company is not to be held liable for any damage to the Goods caused by fire, flood, storms or other events or accidents.
i. The Company shall not be liable for any indirect or consequential loss or damage arising from any fault with our workmanship.
j. The Company is not liable for any delay or failure to deliver, or to comply with these Terms and Conditions, if the delay or failure was due to a Force Majeure Event or the Customer’s default.
k. Any claims arising from failure to operate the System in accordance with the operating manual or misuse of the System by the Customer or anyone on the Premises shall be rejected.
l. In no event shall the Company be liable to the Customer for any loss or damage in the nature of personal injury, incidental damage, loss of profit or revenue, loss of opportunity, loss of production, loss of customers or goodwill, production stoppage, loss or corruption of data, loss of use of data, loss of privacy of communications, or any special, indirect or consequential loss or damage as a result of any faults or damage to the System or as a result of the failure of the System to perform as projected by the Company or from any use of, or incidental to, the System or its failure to operate.
m. In the event of a claim, we will decide on the course of action to be taken and the Customer shall agree to such course of action.
n. In order to obtain the benefit of the manufacturer’s warranty the Customer must comply in all respects with the manufacturer’s directions in respect of any such warranty. The terms and conditions subject to which the manufacturer gives its warranty are contained in the documents supplied by the manufacturer and which the Company has supplied to the Customer.
o. Responsibility will not be accepted by the Company for equipment loss or damage due to any or all of the following:
i. Misuse, abuse, neglect or accident.
ii. Power failure, power surge, atmospheric electrical discharges, fire, storm, hail, flooding or water damage however caused.
iii. Lack of, or improper maintenance.
iv. Unauthorised repair, modification, repositioning or additions.
v. Connection of equipment not in compliance with specifications.
vi. Non-observance with use and maintenance instructions.
p. The Customer acknowledges that all Warranties in relation to the System other than that specified in 28.c. are provided by the manufacturer of the components of the System and not the Company. The Company will not accept liability for such warranties including the return of the System to the manufacturer or inspection of such goods.
q. Any cost associated with servicing, transporting or otherwise replacing any equipment falls outside the warranty in clause 28 and will be at the Customer’s expense.
r. The Customer acknowledges that wear and tear of the System may occur over time. Wear and tear can be defined as marks, cosmetic blemishes, scratches, rust, mould, discolouration and any other changes that do not result in a performance reduction beyond the stated system warranty. The Customer agrees that the System will be deemed acceptable in appearance and free from defect should wear and tear occur.
s. The Company reserves the right to identify the type of defect and cause of any equipment or installation failure and will not repair or replace the System, or cover the System under warranty, if damage is due to:
i. accident, negligence of The Customer, misuse, theft, vandalism, fire, water or other peril;
ii. conditions outside the specification or operation of the products including, but not limited to, electrical power, excessive temperature, excessive humidity or dust;
iii. any repair, relocation or alteration of a System not performed by The Company;
iv. any cause other than normal use; or
v. the System being damaged due to faults in the equipment or The Premises of The Customer.
t. Without limiting clauses 28.a. to 28.s., the maximum extent of the Company’s liability to the Customer shall be the payment of the cost of replacing or repairing the Goods or acquiring equivalent Goods; and in the case of services: payment of the cost of having the services supplied again.
The following warranty exclusions shall cause a warranty to become void:
a. in the case of Systems where:
i. the System is sold and repaired and altered by any third party without the consent of the Company; or
ii. where the System has been accidentally broken or damaged.
b. It is the Customer’s responsibility to ensure that the existing roof or mounting structures where the System is to be installed has adequate structural integrity and is fit and proper for the purpose of attaching the System. We will not be responsible for any claim arising from any breach by the Customer of this clause. We will also be entitled to refuse to install the System if we consider that the existing roof or mounting structure does not comply with the requirements of this clause.
c. The Company is not responsible for existing poor-quality roof structures or membranes, repairs to the structure of the Premises, structural engineering or certifications related to the support structure; the owner warrants as part of this offer that the roof is sound.
d. It is the Customer’s responsibility to ensure local government approval is obtained (if required) for the installation of the System.
The Company will arrange (via contractors, employees and installers) the installation of the System according to the relevant Australian and international standards.
31. Governing Law
a. These Terms and Conditions are governed by and construed in accordance with the laws of the State of Victoria and the Commonwealth of Australia.
b. The Customer agrees to submit to the exclusive jurisdiction of the federal, state, and local courts located within the State of Victoria.