RENEW ENERGY ABN 77 987 282 382
SALES AND SERVICE TERMS AND CONDITIONS
These Sales and Service Terms and Conditions (the Terms), together with any Invoice (defined in
clause 1), set out the agreement (this ‘Agreement’) under the terms of which Renew Energy ABN
77 987 282 382 (‘Renew Energy’) provides goods and/or services to you or the company which
you represent (the ‘Client’).
PART A: GENERAL TERMS AND CONDITIONS
1. INVOICE, THIS AGREEMENT
(a) These Terms will apply to all the Client’s dealings with Renew Energy, including being incorporated in all agreements, quotations or orders under which Renew Energy is to provide goods and/or services to the Client (each an ‘Invoice’) together with any additional terms included in such Invoice (provided such additional terms are recorded in writing).
(b) The Client will be taken to have accepted this Agreement if the Client accepts an Invoice, or if the Client orders, accepts or pays for any goods and/or services provided by Renew Energy after receiving or becoming aware of this Agreement or these Terms.
(c) In the event of any inconsistency between these Terms and any Invoice, the clauses of these Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in an Invoice) will prevail over these Terms to the extent of any inconsistency.
2. CLIENT OBLIGATIONS
2.1 PROVIDE INFORMATION AND LIAISON
(a) The Client must provide Renew Energy with all documentation, information and assistance reasonably required for Renew Energy to provide the goods and/or services.
(b) The Client agrees to liaise with Renew Energy as Renew Energy reasonably requests for the purpose of enabling Renew Energy to provide the goods and/or services.
3. PAYMENT
3.1 FEES
The Client must pay to Renew Energy fees in the amounts and at the times set out in the Invoice or as otherwise agreed in writing.
3.2 DEPOSIT
Unless otherwise agreed in writing, Renew Energy requires a $1,500.00 deposit upon the placement of an order for goods.
3.3 TIME FOR PAYMENT
Unless otherwise agreed in writing:
(a) if Renew Energy issues an invoice to the Client, payment must be made by the time(s) specified in such invoice;
b) Any call-out fees will need to be paid by the Client in advance of the goods and/or services being provided by Renew Energy; and
(c) in all other circumstances, the Client must pay for all goods and/or services within one (1) Business Day of Installation or provision of services.
3.4 PAYMENT METHOD
The Client must pay fees using the fee payment method specified in the Invoice or, for call-out fees, on Renew Energy’s website.
3.5 EXPENSES
Unless otherwise agreed in writing, the Client will bear:
(a) all travel, accommodation, media and related expenses reasonably incurred by Renew Energy in connection with an Invoice;
(b) any third-party costs incurred by Renew Energy in the course of providing the goods and/or services may be billed to the Client, unless specifically otherwise provided for in the Invoice; and
(c) all costs associated with obtaining Government Approvals. Under this clause, travel fees will be charged for all travel outside of a 70km radius of Perth at [2.50 P/KM].
3.6 GST
Unless otherwise indicated, amounts stated in an Invoice include GST.
3.7 CARD SURCHARGES
Renew Energy reserves the right to charge the Client reasonable credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).
4. PRICING
(a) The Client acknowledges that despite Renew Energy’s reasonable precautions, goods may be listed at an incorrect price, or with incorrect availability and/or other information, due to typographical errors and/or oversight. In such circumstances, Renew Energy reserves the right to substitute the goods with a comparative product, if agreed by the Client or cancel an Invoice, even if the Invoice has been paid for and previously accepted by Renew Energy.
(b) If Renew Energy cancels an Invoice in accordance with clause 4(a), Renew Energy will, as soon as practicable, contact the Client and issue a refund for any payment the Client has made for the cancelled order.
(c) Renew Energy will endeavour to make any refund under this clause using the same payment method as the payment method used by the Client during the original purchase, however may vary this method at its discretion.
(d) All prices do not include the cost of financing, unless expressly stated otherwise. Renew Energy may adjust the prices, if financing applies.
5. INTEREST FREE FINANCE
(a) Renew Energy offers the Clients an interest-free financing option through third-party finance providers approved by Renew Energy only (Interest Free Option).
(b) If the Client chooses to purchase any goods and/or services using the Interest Free Option, the Client will be required to enter into a separate loan contract with the third-party finance provider (Loan Contract), subject to the third-party finance provider’s approval.
(c) Renew Energy will not be a party to the Loan Contract and will not be held liable for any claims arising under or in connection with the Loan Contract.
(d) The Interest Free Option will be subject to approval from any third-party finance provider and from Renew Energy.
(e) All pricing under the Interest Free Option does not include the cost of financing, unless expressly stated otherwise.
6. CHANGES
(a) The Client must pay additional service fees for changes to the goods and/or services requested by the Client which are outside the scope set out in the relevant Invoice (Changes).
(b) Unless otherwise agreed in writing, Renew Energy may at its discretion extend or modify any delivery schedule or deadlines for the goods and/or services as may be reasonably required by such Changes.
7. ACCREDITATIONS
Unless otherwise agreed in writing:
(a) all displays or publications of any deliverables provided to the Client as part of an Invoice (Deliverables) must, if requested by Renew Energy, bear an accreditation and/or a copyright notice including Renew Energy’s name in the form, size and location as directed by Renew Energy; and
(b) Renew Energy retains the right to describe the goods and/or services and reproduce, publish and display the Deliverables in Renew Energy’s portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the goods and/or services and Deliverables in connection with such uses.
8. THIRD PARTY GOODS AND SERVICES
(a) Any Invoice that requires Renew Energy to acquire goods and/or services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including ‘no refund’ policies.
(b) The Client agrees to any Third Party Terms applicable to any goods and/or services supplied by a third party that the Client or Renew Energy acquires as part of the Invoice and Renew Energy will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
9. CONFIDENTIALITY
(a) Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.
(b) This clause 9 does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);
(ii) information required to be disclosed by any law; or
(iii) information disclosed by Renew Energy to its subcontractors, employees or agents for the purposes of performing the goods and/or services or its obligations under this Agreement.
10. WARRANTIES
(a) Goods sold by Renew Energy will have only the benefit of any warranty given by the manufacturer and a five-year retailer’s warranty on the operation of the whole of the System (Retailer’s Warranty) the details of which are available on Renew Energy’s website.
(b) To the maximum extent permitted by applicable law, all other express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this Agreement or an Invoice are excluded.
(c) Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee which may not lawfully be excluded, then, to the maximum extent permitted by applicable law, Renew Energy’s liability for breach of that non-excludable condition, warranty or guarantee will, at Renew Energy’s option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
11. LIMITATION OF LIABILITY
Renew Energy’s liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims are for economic loss, or for personal injury or other damage) arising under or in connection with this Agreement:
(a) is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill; and
(b) is limited, insofar as concerns other liability, to the total money paid to Renew Energy under this Agreement as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).
12. INDEMNITY
The Client indemnifies Renew Energy from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of:
(a) any breach of this Agreement by the Client;
(b) any negligent, fraudulent or criminal act or omission of the Client or its Personnel; or
(c) any loss, damage, or personal injury suffered by any of Renew Energy’s Personnel while providing services under this Agreement or on the Client’s Property.
13. SUBCONTRACTING
Renew Energy may subcontract any aspect of providing the goods and/or services and the Client hereby consents to such subcontracting.
14. TERMINATION
14.1 TERMINATION BY THE SERVICE PROVIDER
The Service Provider may terminate this Agreement in whole or in part immediately by written notice to the Client if:
(a) the Client is in breach of any term of this Agreement; or
(b) the Client becomes subject to any form of insolvency or bankruptcy administration.
14.2 TERMINATION BY THE CLIENT
The Client may terminate this Agreement in whole or in part by written notice to the Service Provider if:
(a) if the Service Provider has committed a material breach of this Agreement and has failed to remedy the breach within 30 days after receiving written notice from the Client;
(b) if the Service Provider consents to such termination, subject to the Client’s fulfillment of any preconditions to such consent (for example, payment of a pro-rata portion of the agreed fees); or
(c) the price for the goods increases by more than 5% before the Installation (however in such case, the Client will still be liable to pay for any work performed by Renew Energy to make existing electricals compliant with the Laws).
14.3 EFFECT OF TERMINATION
Upon termination of this Agreement, the Client must promptly pay (at the Service Provider’s request):
(a) any payments required by the Service Provider to third party suppliers or service providers to discontinue their work;
(b) the Service Provider’s standard fees in relation to work already performed; and/or
(c) an equitable amount by way of profit margin on the preceding items.
14.4 SURVIVAL
Any provision of this Agreement which, by its nature, would reasonably be expected to be performed after the termination, shall survive and be enforceable after such termination.
15. DISPUTE RESOLUTION
(a) The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this Agreement prior to commencing any proceedings.
(b) If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party or, if the party is an individual, that individual.
(c) The parties acknowledge that compliance with this clause 15 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in
respect of such disputes, except:
(i) in the case of applications for urgent interlocutory relief; or
(ii) a breach by another party of this clause 15.
16. GENERAL
16.1 GOVERNING LAW
This Agreement is governed by the law applying in Western Australia, Australia.
16.2 JURISDICTION
Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
16.3 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
16.4 RELATIONSHIP
(a) Nothing contained in this Agreement creates an agency, partnership, joint venture or employment relationship between Renew Energy and the Client or any of their respective employees, agents or contractors.
(b) Neither party nor any person acting on its behalf may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.
16.5 AMENDMENTS
This Agreement may only be amended by a document signed by each party.
16.6 WAIVER
No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
16.7 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.
16.8 ENTIRE AGREEMENT
This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement.
17. DEFINITIONS
In addition to capitalised terms defined in the Agreement Details above, capitalised terms used in this agreement will have the following meanings:
Business Day means a day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in Perth.
Estimated Installation Date means the date on which Renew Energy estimates Installation will take place
Final Installation Date has the meaning it is given in clause 20.3.
Government Approvals means any consent, authorisation, registration, filing, agreement, notarisation, certificate, permission, licence, approval, permit, authority or exemption required under the Laws, included but not limited to approvals from Synergy and Western Power.
Installation means the services and works required to: (1) conduct pre-installation site inspections at the Property;