1. What this document is about
This document sets out our obligations to you and your obligations to us in respect to the goods and services we have agreed to supply to you.
In this document “you” means the person we have offered to supply goods and services to in the quotation and “we” or “us” means Solar Depot Pty Ltd ACN 104 275 881.
3. Our obligations to you
3.1: We are signatories to the Clean Energy Council Solar Retailer Code of Conduct and will abide by the terms of that code
3.2: We must supply the goods and services quoted at the time we have promised unless something happens beyond our control that prevents that, such as, for example, bad weather, industrial dispute or we do not receive goods we have ordered from a manufacturer. If that happens, we must notify you of the expected delay and take reasonable steps where we can to limit delay.
3.3: We acknowledge that all goods and services we supply are supplied with the consumer guarantees under the Australian Consumer Law (ACL). Under the ACL you are entitled to have goods supplied to you that are defective but not subject to major failure either repaired or replaced. If, however they are subject to a major failure within the meaning of the ACL, then you are entitled to a refund of the amount you paid together with compensation for any reasonably foreseeable loss.
3.4: We can make part deliveries over time of the goods and services subject to us supplying them all by that time we have promised.
3.5: Any quotation we give is valid for 30 days unless we have agreed to extend that time in writing.
3.6: If you accept a quote then that quote becomes an order, and the terms and conditions applying to the order are what is on the quote and what is set out here. If there is an inconsistency between the quote and a term or condition set out here, what is on the quote applies. Any requirement to provide a document or information in writing can be met in electronic form, or to provide a signature can be met in electronic or verbal form.
3.7: We will provide you with a performance and operation warranty for 5 years from the date of installation. Beyond that, most of our products have a longer product warranty and clause 3.3 applies also.
4. Your obligations to us
4.1: As soon as the solar system, (or other goods if not a solar system) are commissioned you must pay us the full amount due on the invoice we will give you, or any balance if a deposit has been paid.
4.2: You must inspect the goods on delivery to you no later than 48 hours after delivery, and 48 hours after commissioning. If, on inspection, it appears to you the goods are not as you ordered or are defective you must as soon as possible notify us of such things.
4.3: Until all money on the invoice is paid any goods, we have supplied remain our goods. We own the goods until you pay for them.
4.4 If you do not pay our invoice in full on the day required:
5. Rebates, STC’s and Levies
5.1: Government rebates that we offer and have been accepted by you as a point of sale discount will be adjusted appropriately if there is any variation in the Government rebates, and the adjustment will be shown as variation on the invoice. Where a point of sale discount is offered, we will process rebate application forms that have been signed and returned to us.
5.2: We offer STC’s (Small Scale Technology Certificates) to our customers as a point of sale discount at a Guaranteed rate as shown on the quotation.
6. Delivery & Shipment
6.1: Delivery times given to you on any quotation being accepted are dates we aim to have delivery by. While we will do our best, we cannot always guarantee the actual delivery date will be on the day stated. We will contact you to advise when the goods are ready for delivery and installation.
6.2: If you do not give us instructions to enable us to deliver and install the goods within 60 days after we have contacted you, then you will be taken to have accepted and taken delivery of the goods as if they had been supplied to you.
6.3: We may deliver and install the goods over several days.
6.4: If 6.2 applies to you we are entitled after the 60 days have passed to
6.5: Before doing those things in 6.4 we will write to you giving you seven days warning that we are about to exercise our rights to do so.
7. Performance Data & Equipment
7.1: All drawings and illustrations given in a catalogue or with a quote may be subject to alteration. If we need to make a change to the specification of your job, it will only be done in consultation with you.
7.2: Performance of your system is covered under our warranty 3.7. Events outside our control like dirt, being switched off or trees growing, etc. will not be covered by this clause
8. Cancellation / Refund
You can cancel the order and receive a full refund, if we do not meet agreed terms of supply of the contract e.g. system design, timing, materials or price, if we are unable to obtain grid connection approval prior to installation, and you do not receive approval from the distributor to connect a system, if any of this information is not provided before the cooling off period expires.
If you want to cancel for some other reason, it will be at our discretion. We will seek to cover our costs incurred at that point by subtracting those expenses from the deposit amount.
9. Feed-in Tariffs and metering
Please note that we will obtain permission to connect your system to the grid and arrange (where possible) fitting of the export meter.
The fitting of that meter and the rates of supply and feed-in are part of a contract between you and your electricity supplier and do not form part of this contract.
Consumers are advised to contact their provider to seek advice on possible contractual changes arising from the installation of a PV system.
10. Quote Conditions
Any quotes provided by Solar Depot are subject to a site inspection, completed by a Solar Depot electrician, and council approvals as required.
Note: If you do not understand or are concerned about anything in this document, you should call us on 1300 766 771, or submit an enquiry via solardepot.com.au/contact.
These are the Terms and Conditions upon which we (as named in clause 1.1.19 below) sell and quote for the sale of Goods (which is defined to include services).
We may, at any time and from time to time, alter these Terms and Conditions by notice in writing to you at your last provided address, or if a corporation at your registered office.
1. Definitions and interpretation
In this document (unless the context otherwise requires):
1.1.1 ‘Credit Application’ in relation to a Buyer means the Solar Depot Credit Account Application signed by the Buyer which refers to these Terms and Conditions.
1.1.2 ‘Buyer” means the person named in the relevant Sales Invoice or quotation.
1.1.3 ‘ACL’ means Australian Consumer Law under the Competition and Consumer Act 2010 (Cth)
1.1.4 ‘Consumer’ means a person who is a consumer for the purposes of the ACL.
1.1.5 ‘GST’ means the goods and services tax as imposed by the GST Law together with any related interest, penalties, fines or other charge.
1.1.6 ‘GST amount’ means any Payment (or the relevant part of that Payment) multiplied by the appropriate rate of GST.
1.1.7 ‘GST Law’ has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999, or, if that Act does not exist for any reason, means any Act as to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.
1.1.8 ‘Goods’ means all Goods of whatever kind, including parts and accessories, services and equipment supplied, or to be supplied, to the Buyer by us.
1.1.9 ‘Payment’ means any amount payable under or in connection with a Quotation or Sales Invoice including any amount payable by way of indemnity, reimbursement or otherwise (other than a GST Amount) and includes the provision of any non- monetary consideration.
1.1.10 ‘person’ includes an individual, the estate of an individual, a corporation, an association (incorporate or unincorporated) and a statutory body or authority.
1.1.11 ‘PPSA’ means the Personal Property Securities Act 2009 (Cth).
1.1.12 ‘PMSI’ means a Purchase Money Security Interest within the meaning of Section 14 of the PPSA.
1.1.13 ‘Purchase Price’ means the price for the Goods set out in the relevant Quotation or Sales Invoice.
1.1.14 ‘Quotation’ means the form of quotation submitted by us to the Buyer in which these Terms and Conditions are or are deemed to be incorporated.
1.1.15 ‘Sales Invoice’ means the sales invoice issued by us to the Buyer in which these Terms and Conditions are or are deemed to be incorporated.
1.1.16 ‘Tax Invoice’ has the meaning given to that term by the GST Law.
1.1.17 ‘Taxable Supply’ has the meaning given to that term by the GST Law.
1.1.18 ‘Terms and Conditions’ means the terms and conditions of us quoting and selling of Goods to the Buyer as set out herein and as may be amended from time to time.
1.1.19 ‘We’, ‘us’ or ‘our” in relation to any Quotation or Sales Invoice or in this document means and refers to Solar Depot Pty Ltd ACN 104 275 881
1.2 Governing terms, conditions and Law
These are the only Terms and Conditions which are binding upon us, with the exception of those otherwise agreed in writing by us or which are imposed by a statute and which cannot be excluded. The United Nations Convention for the International Sale of Goods does not apply. These Terms and Conditions and any contract including them will be governed by and construed in accordance with the laws of the State of South Australia and we and the Buyer submit to the non-exclusive jurisdiction of the courts of South Australia.
1.3.1 Any special conditions specified on a Quotation or Sales Invoice will, to the extent they are inconsistent with these Terms and Conditions, take precedence over these Terms and Conditions.
1.3.2 Words importing the singular will include the plural (and vice versa).
1.4 Basis of Dealing The Buyer agrees and acknowledges that the basis of dealing between it and us is that the Buyer is purchasing the Goods for commercial purposes only and is not a Consumer under the ACL. The Buyer warrants that it is not a Consumer and agrees that if it later makes a claim to be so then we may:
1.4.1 Terminate the agreement between us and the Buyer forthwith and render an invoice for Goods and Services supplied to that time; or
1.4.2 remove from the worksite all Goods supplied to date and credit the Buyer back any payments made for them to date; or
1.4.3 Suspend or discontinue supply to the Buyer as we see fit and if we choose 1.4.1 the amount on the invoice is immediately due and payable.
2. Terms of payment
2.1 The Buyer agrees that until we confirm in writing that credit terms have been granted to it all Goods are supplied on a cash before delivery basis.
2.2 Unless otherwise agreed in writing, payment to us for Goods delivered and services provided is the day of the commissioning of the Goods, unless progress payments or other arrangements have been agreed in writing. If the Buyer fails to make payment in accordance with this clause, all amounts owing by the Buyer to us on any account will immediately become due and payable.
2.3 In the event of failure to pay in accordance with the Terms and Conditions, each outstanding amount will bear interest at that rate stipulated in the Credit Application, or if the Buyer has not executed such a document at 1.5% per month on any overdue amount. We may also:
2.3.1 Charge a late payment fee of two percent (2%) plus GST on all amounts paid by credit card;
2.3.2 charge a dishonour handling fee at the rate advised by us from time to time where we are unable to obtain payment from the Buyers credit card provider or a cheque is not paid by the Buyers bank;
2.3.3 Recover all collection costs and expenses incurred in collecting overdue accounts
2.3.4 Withhold supply;
2.3.5 Sue for the money owing on the Goods.
2.4 Payments received from the Buyer will be firstly applied against interest accrued on outstanding unpaid amounts, then collection costs due under sub-clause 2.3.3, then against the balance due on the longest outstanding invoice due and unpaid at the time of receipt of payment, then against the balance due on the next longest outstanding invoice and so on.
2.5 We reserve the right to charge a handling fee for payments by credit card at the rate advised to the Buyer from time to time.
3. Inspection and Acceptance.
The Buyer will inspect all Goods upon delivery, and will, within 48 hours of delivery, give notice to us of any matter or thing by which the Buyer alleges that the Goods are not in accordance with the Buyers order. Failing such notice, subject to any contrary provision applying under the ACL or other law, the Goods will be deemed to have been delivered to and accepted by the Buyer.
4.1 Unless previously withdrawn, a quotation is valid for 30 days or such other period as stated in it. A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship will arise from it until the Buyer’s order has been accepted in writing by us.
4.2 We will not be bound by any conditions attaching to the Buyer’s order or acceptance of a Quotation unless such conditions are expressly accepted by us in writing.
4.3 An accepted quotation is taken as an order for the purposes of this document.
5.1 By ordering Goods, the Buyer is making a binding offer to purchase those Goods. Alternatively, our manufacture of Goods or delivery of Goods pursuant to the Buyers order will be deemed acceptance of the Buyers offer to purchase.
5.2 The Buyer will purchase, and we will supply Goods to the Buyer on the Terms and Conditions of this document.
6. Passing of Ownership and Risk
6.1 Goods supplied by us to the Buyer are at the Buyer’s risk immediately upon delivery to the Buyer, into the Buyer’s custody or at the Buyer’s direction (whichever happens first).
6.2 Ownership of the Goods supplied by us to the Buyer under these Terms and Conditions will not pass to the Buyer until those Goods, and all other Goods supplied to the Buyer by us have been paid for in full.
6.3 Until ownership in the Goods have passed to the Buyer under clause 6.2, above:
6.3.1 The relationship between the Buyer and us will be fiduciary.
6.3.2 The Buyer will hold those Goods as bailee for us.
6.3.3 If the Buyer sells those Goods, it has no power to commit us to any contract or liability, but as between the Buyer and us, it will sell as a fiduciary agent.
6.3.4 We will be given full ownership of any new Goods or objects formed if the Buyer transforms our Goods into other products or affixes our Goods to other objects.
6.3.5 Where those Goods are disposed of, the moneys resulting from the disposal and all other proceeds (tangible or intangible) received in respect of the Goods, including insurance proceeds will be kept separately in trust for us.
6.3.6 Where those Goods are disposed of, the Buyer may only dispose of the Goods in the ordinary course of its business on commercially reasonable terms.
6.3.7 The Buyer will keep records of those Goods.
6.3.8 The Buyer undertakes that until it delivers the Goods to a third party, it will store the Goods on its premises separately from all other goods belonging to other persons in a manner which makes the Goods readily identifiable as our goods.
6.3.9 The Buyer agrees that our employees or agents may enter upon any of its premises (doing all that is necessary to gain access) where it is reasonably thought Goods supplied under this agreement might be stored for the purpose of examining or recovering Goods.
6.3.10 It is agreed that the provisions of this clause apply notwithstanding any arrangement under which we grant credit to the Buyer.
7.1 We reserve the right to suspend or discontinue the supply of Goods to the Buyer in circumstances set out in clauses 1.4, 13 and 14, and where otherwise we are entitled to do so under these Terms and Conditions or at law.
7.2 We reserve the right to modify the design of the Goods without notice provided the change made does not adversely affect performance or quality in a material way.
7.3 We are not obliged to supply Goods when requested other than in accordance with these Terms and Conditions.
8. Part Deliveries
We reserve the right to make part deliveries of any order, and each part delivery will constitute a separate sale of Goods upon these Terms and Conditions. A part delivery of any order will not invalidate the balance of an order.
9. Dimensions, Performance Data and Other Descriptive Details
9.1 Photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a Quotation, descriptive literature or a catalogue approximate the Goods offered but may be subject to alteration without notice.
9.2 Any performance data provided by us or a manufacturer is an estimate only and should construed accordingly.
9.3 At our discretion we may substitute any product or service offered in this contract for a similar product or service provided doing so does not adversely affect performance or quality in a material way.
10. Shipment and Delivery
10.1 We reserve the right to deliver the Goods by installments. Any delivery times notified to the Buyer are estimates only. If the Buyer requests us to postpone delivery of the Goods beyond the delivery date or dates specified in the Buyers order, we may agree to do so if the Buyer agrees to pay an additional fee for such postponement.
10.2 If we do not receive any delivery instructions sufficient to enable us to dispatch the Goods within fourteen (14) days of the Buyer being notified the Goods are ready for delivery, the Buyer will from the fifteenth day after notification:
10.2.1 Be deemed to have taken delivery of the Goods;
10.2.2 Be liable for storage charges, payable monthly on demand;
10.2.3 Assume risk in the Goods.
10.3 Upon acceptance of an order by us we will seek confirmation of the period of shipment or delivery. If any variation has occurred in the quoted period, we will notify the Buyer. Unless the Buyer objects in writing within 7 days of that notification to the Buyer, this period of shipment or delivery notified to the Buyer will be the contractual period for shipment or delivery. We reserve the right to nominate the means of delivery.
10.4 A delivery charge will apply to all deliveries with the exception of back order deliveries which are part of an original order that has been partly fulfilled.
10.5 Unless otherwise agreed in writing, if we prepay freight, insurance, custom and import duties (if any), landing and delivery charges and all other charges in connection with shipment and delivery of the Goods, then any such charges will be to the Buyer’s account.
10.6 The Buyer will make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
10.7 If the Buyer does not make other arrangements within 7 days of tender for delivery, delivery to a carrier to take the goods to the address nominated by the Buyer at the expense and risk of the Buyer is deemed to be delivery to the Buyer.
10.8 Delivery of Goods to a third party or carrier of a third party nominated by the Buyer is deemed to be delivery to the Buyer.
10.9 The Buyer will take delivery of the Goods tendered notwithstanding that the quantity delivered is either greater or less than the quantity purchased provided that:
10.10 Our failure to deliver on a particular date or time will not entitle either party to treat this contract as at an end.
10.11 We will not be liable for any loss or damage to the Buyer whatsoever, whether direct or consequential, due to our failure to deliver the Goods (or any of them) promptly or at all.
11. Manufacturers’ Changes
11.1 Where we are acting as agent for a manufacturer or supplier, we will not be liable for any alteration or variation in the Goods made by the manufacturer or the supplier.
12. Force Majeure
If in the performance or observance of any obligation we are prevented, restricted or affected by reason of a force majeure event (including strike, lock out, industrial dispute, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond our reasonable control) we may in our absolute discretion give notice of that cause to the Buyer. On delivery of that notice we are excused from such performance or observance of that obligation to the extent of the relevant prevention, restriction or affect.
13. Default of Buyer
13.1 If these Terms and Conditions are not strictly observed by the Buyer, we may in our absolute discretion, refuse to supply to the Buyer and we will not be liable to the Buyer for any loss or damage the Buyer may sustain as a result of such refusal.
13.2 The costs of collection of any moneys are due and payable by the Buyer, including the fees of any mercantile agent or solicitor engaged by us will be payable by the Buyer.
13.3 If the Buyer:
13.3.1 Fails to pay for any Goods on the due date; or
13.3.2 Otherwise breaches this agreement and fail to rectify such breach within seven (7) days-notice; or
13.3.3 Cancels delivery of Goods; or
13.3.4 Commits an act of bankruptcy, or allows a trustee in bankruptcy or receiver and manager to be appointed to the Buyer or any of the Buyers property; or
13.3.5 Allows distress to be levied or a judgment, order or security to be enforced, or to become enforceable against the Buyers property; or
13.3.6 Is a company and proceedings are commenced to wind the Buyer up or any of the Buyers subsidiaries; or a controller, receiver, administrator, liquidator or similar officer is appointed to the Buyer or in respect of any part of the Buyers property; then we and our agents may enter upon the Buyers premises (doing all that is necessary to gain access) or where Goods have been supplied under this contract are situated at any time and retake possession of any or all of such Goods supplied to the Buyer; and we reserve the right to resell the Goods concerned and terminate the agreement.
13.4.1 If we conduct a re-sale pursuant to clause 13.3.6;
13.4.2 If applicable Goods cannot be sold within three (3) months of the first attempted sale, those Goods will be deemed to have a re-sale price of nil.
14. Buyer’s Cancellation
Unless otherwise agreed in writing, the Buyer will have no right to cancel an order which has been accepted by us. If a right of cancellation is expressly reserved to the Buyer, such right of cancellation must be exercised by notice in writing from the Buyer to us not later than 7 days prior to the estimated date of delivery by the manufacturer or us, as the case may be. Upon cancellation prior to delivery any deposit paid by the Buyer will be forfeited to the manufacturer or us (as the case may be).
15. Warranty and Liability
15.1 We make no express warranties or guarantees as to the Goods except that to the extent that the Goods supplied are covered by any manufacturer’s warranty, we will pass on to the Buyer the benefit of the manufacturer’s warranty, or if the Goods are purchased by a Consumer, in addition to passing on the said warranties, the guarantees implied under the ACL.
15.2 Upon discovery of any defect in the Goods supplied by us the Buyer will immediately notify that to us in writing. The Buyer will not carry out any remedial work to allegedly defective Goods without first obtaining our written consent to do so.
15.3 We exclude all conditions, warranties, guarantees and terms. Whether expressed or implied by law or otherwise in respect of the Goods which may apart from this clause be binding upon us, except any implied conditions, warranties and guarantees the exclusion of which would contravene any statute or cause this clause to be void.
15.4 To the extent permitted by statute, our liability, if any, arising from the breach of any implied conditions, warranties or guarantees in relation to the supply of Goods other than to a Consumer, will at our option be limited to one of the below:
15.4.1 The replacement of the Goods or re-supply of the Goods.
15.4.2 The repair of the Goods.
15.4.3 The payment of the cost of replacement of the Goods.
15.4.4 The payment of the cost of repair of the Goods.
15.5 Subject to clause 15.6, we exclude all liability to the Buyer in negligence for acts or omissions of us, our employees, agents and contractors and all liability to the Buyer in contract for consequential or indirect loss or damages, arising out of or in connection with the supply by us of Goods.
15.6 As to all Goods supplied to a Consumer we acknowledge they are supplied with consumer guarantees under the ACL, and the Buyer is entitled to have the Goods repaired or replaced if they are defective but are not subject to a major failure within the meaning of the ACL; and if subject to a major failure to a replacement of the Goods or refund of the purchase monies, together with compensation for any reasonably foreseeable loss or damage.
15.7 The Buyer expressly acknowledges and agrees that it has not relied upon any advice given by us, our agents or employees in relation to the suitability for any purpose of Goods or materials supplied by us, other than as set out in the quotation or other written publication of ours.
16. Security Interest under the PPSA
16.1 A term contained in these Terms and Conditions that is defined in the PPSA (but not otherwise defined in these Terms and Conditions) has the meaning given to it in the PPSA. The Buyer acknowledges this is a Security Agreement under the PPSA.
16.2 In consideration for us supplying Goods to the Buyer under these Terms and Conditions, the Buyer
16.2.1 Agrees to treat the security interest created under these Terms and Conditions as a continuing and subsisting security interest in the relevant Goods with priority over any registered or unregistered general (or other) security and any unsecured creditor (even if the Goods become fixtures before being paid for in full), and will upon request from time to time do all things necessary to perfect our security interest;
16.2.2 Agrees to grant to us a PMSI;
16.2.3 Agrees that the PMSI granted herein will continue to apply to any Goods supplied by us or proceeds of sale of Goods;
16.2.4 Agrees that the PMSI has attached to all Goods now or in the future supplied to the Buyer by us (ie including after acquired Goods); and
16.2.5 Agrees, until title in the Goods pass to it, to keep all Goods free and ensure all Goods are kept free of any charge, lien or security interest except as created under these Terms and Conditions, and not otherwise deal with Goods in a way that will or may prejudice any rights of us under these Terms and Conditions or the PPSA;
16.3 We reserve the right to register a financing statement under the PPSA in respect of the Goods. Costs of that may be charged to the Buyers account.
The Buyer waives its rights to receive a copy of any financing statement, financing change statement or verification statement that may be registered, issue or received at any time.
16.4 The Buyer irrevocably grants us the right to enter without notice any premises or property where the Goods may be, without us being in any way liable to the Buyer or any other person if we or the Buyer exercise any rights under the PPSA or otherwise at law upon such event (and the Buyer will indemnify us against any such liability).
16.5 The Buyer agrees to waive its rights to notices and statements under the following sections of the PPSA: section 95 (as to notice of removal of an accession) to the extent that it requires the secured party to give a notice to the grantor; subsection 121(4) (as to notice of action under subsection 120(2)) subsection 123(2) (as to notice to seize collateral); section 130 (as to notice of disposal) to the extent that it requires the secured party to give notice to the granter; subsection 132(3)(d) (content of statement of account after disposal); subsection 132(4) (as to statement of account if no disposal); section 135 (as to notice of retention); AND the Buyer agrees that sections 125, 142, 143 and subsection 129(3) of the PPSA do not apply and further that the Buyer waives its rights under subsections129(2) and 134(2) of the PPSA.