1. Background and Definitions
1.1 This standard terms and conditions document sets out the terms of the agreement between the Customer and Aeronergy Pty Ltd (ABN 34 142 814 695).
1.2 This standard terms and conditions document applies to the purchase of a solar photovoltaic (PV) system as set in the offer.
1.3 In the standard Terms and Conditions, the following definitions apply:
"Accredited Service Provider" means licensed individual electrical contractors and/or electrical contracting/consulting companies who are authorised by Distribution Network Provider to provide electrical services.
"Complementary Items" means any products, items or things that Aeronergy Pty Ltd may elect from time to time to provide to the Customer at no extra cost in addition to any Goods purchased under the Contract.
"Complimentary Services" means any services that Aeronergy Pty Ltd may elect from time to time to provide to the Customer at no extra cost in addition to any Goods purchased under the Contract including but not limited to grid connection arrangement service but expressly excludes electricity metering services and costs.
"Contract" means the agreement between the Customer and Aeronergy Pty Ltd in respect of an order, which includes these Standard Terms and Conditions, any relevant signed Purchase Order, any relevant signed Purchase Contract, and any relevant Invoice.
"Cooling Off Period" means a 10 business day period in which the Customer or Aeronergy Pty Ltd can decide to not to proceed with the agreement.
"Customer" means the person or entity who has entered into the Contract with Aeronergy Pty Ltd being the recipient of the goods and services supplied under the Contract.
"Distribution Network Provider" means the owner of the electricity network in the local area of the Site.
"Goods" means items held for sale by Aeronergy Pty Ltd in their ordinary course of business, in particular PV systems.
"GST" means Goods Sales and Service Tax derived from Goods Sales and Services Tax Act 1999.
"Installment" means any of several parts into which a debt or other sum payable is divided for payment at successive fixed times as agreed by the Customer and Aeronergy Pty Ltd pursuant to the Contract.
"Intellectual property" means the registered and unregistered business names, copyrights, patents, trademarks, service marks, trade names, designs and similar industrial, commercial and intellectual property.
"Installation or Completed Installation" means the delivery of the Goods to the Site and the setting up of the Goods at the Site by Aeronergy, but does not include the installation of metering devices, any other necessary infrastructure and/or other process involved in actually connecting the Goods to the electricity main power grid.
"Interest Free Payment Plan" means a contract payment arrangement that is entered into with an upfront payment by the Customer of 30% of the sale price with the balance to be paid, in accordance with the Contract, over a period of 24 months subject to the terms of the Contract and these Standard Terms and Conditions.
"Invoice" means an invoice issued by Aeronergy Pty Ltd in respect of the supply of goods and services to the Customer.
"Meter" means an instrument supplied by Aeronergy Pty Ltd that measures and records automatically the quantity of electricity that passes through and is consumed by the Customer.
"Metering" means any and all current electrical meters that require replacement and/or reprogramming to connect the Goods to the electricity grid.
"Purchase order" means a commercial document issued by Aeronergy Pty Ltd to the Customer, together with these Terms and Conditions, indicating a quotation for types, quantities and agreed prices for products and services that Aeronergy Pty Ltd will provide to the Customer.
"Purchase price" means the price agreed for the supply of PV systems in accordance with the agreement between Aeronergy Pty Ltd and the Customer that is specified in any relevant signed Purchase Order, signed Purchase Contract, or Invoice.
"PV system" means photovoltaic system, which uses solar panels to convert sunlight into electricity.
"Site" means the place for the installation or the place where the fixture will be constructed.
"STC" means standard test conditions.
"Tax" means any tax, levy, impost, deduction, charge or duty of any kind and whether direct or indirect (and any related interest, penalty, fine or costs in connection with any of them) levied or imposed by any government agency.
"Terms and Conditions" means the terms of the agreement of a Contract between the Customer and Aeronergy Pty Ltd.
1.4. In the interpretation of the Contract:
(a) References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under, the legislation;
(b) Words denoting the singular include the plural and vice versa; words denoting individuals or persons include bodies corporate and vice versa; references to documents or agreements also mean those documents or agreement as changed, novated or replaced, and words denoting one gender include all genders;
(c) Grammatical forms of defined words or phrases have corresponding meanings;
(d) Parties must perform their obligations on the dates and times fixed by reference to the capital city of the state in which the PV system will be located;
(e) Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia.The transaction currency is in AUD.
(f) If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
(g) References to a party are intended to bind their executors, administrators and permitted transferees;
(h) Obligations under the Contract affecting more than one party bind them jointly and each of them severally.
2. Terms and Conditions
2.1 A contract for the supply and purchase of solar photovoltaic system being a Contract as defined will be formed, on these Terms and Conditions, immediately when a Customer delivers to Aeronergy Pty Ltd a signed purchase order for solar PV system or otherwise requests that solar PV system be supplied by Aeronergy Pty Ltd.
2.2 These Terms and Conditions together with the relevant purchase order, any quotation provided in respect of the Goods (Quotation) and any load profile (or equivalent document setting out the Customer's usage requirements for the Goods) provided by the Customer to Aeronergy Pty Ltd prior to the date of the purchase order constitute the entire agreement between Aeronergy Pty Ltd and the Customer.
2.3 No terms and conditions contained in, or deemed to be incorporated by, a purchase order or Quotation (if any), will apply in substitution of these Terms and Conditions or in any way override or amend these Terms and Conditions unless there is written expression to be so.
3. Warranties and Acknowledgements by Customer
3.1 The Customer:
(a) Warrants that it has read and understood these Terms and Conditions and has had the opportunity to obtain independent legal advice about their terms and effect;
(b) Warrants that all information supplied to Aeronergy Pty Ltd in connection with the supply of Goods (including, without limitation, the Load Profile) is true and accurate, and acknowledges that Aeronergy Pty Ltd has relied on that information in supplying the Goods;
(c) Acknowledges that the performance of the Goods may be affected by the actions of third parties and environmental conditions including, without limitation, the number of hours of sunlight, cloud cover, weather patterns, the location of the Goods and the location of surrounding structures and flora;
(d) Acknowledges that while Aeronergy Pty Ltd may have provided information to it about the performance of solar photovoltaic systems generally, it has not made any representation or warranty concerning the performance of the Goods or the suitability of the Goods for the site at which the Goods are to be installed (Site);
(e) Warrants that notwithstanding clause 3.1(d), it has not relied upon any representation or warranty concerning the performance of the Goods or the suitability of the Site;
(f) Warrants that all electrical and plumbing infrastructure and installations at the Site (Systems) comply with all laws, Acts, rules, regulations and codes and the requirements and directions of any relevant Commonwealth, State and Local Government departments and other bodies (Laws);
(g) Acknowledges that if the Systems are not compliant with all Laws, it may be required to repair or replace those parts of the Systems that are non-compliant at its own cost prior to the installation of the Goods and/or the provision of the Services; and
(h) Acknowledges that all descriptive specifications, illustrations, drawings, data dimensions and weights provided by Aeronergy Pty Ltd to the Customer or otherwise contained in fact sheets, price lists and other advertising matter of Aeronergy Pty Ltd are approximate only and have not been relied upon by it.
(I) Acknowledges that Aeronergy Pty Ltd may take photographs of the installed PV system for record keeping and/or marketing purposes.
4. Purchase Price
4.1 Subject to clause 4.2, the purchase price for the Goods is the price set out in the Quotation (Purchase Price).
4.2 The Purchase Price may be varied by Aeronergy Pty Ltd for any reason including, without limitation, additional transportation, packing, freight, storage, handling, insurance, government, statutory or regulatory charges that relate to the supply of the Goods (if any).
4.3 Unless otherwise expressly stated, the Purchase Price is inclusive of GST. If GST is, or becomes, payable in respect of any supply made by Aeronergy Pty Ltd to the Customer, the payment for that supply will be increased by an amount equal to the GST payable.
4.4 In the event that the Purchase Price is varied by Aeronergy Pty Ltd and the Customer is notified of such variation, the Customer shall be entitled to rescind the Contract without penalty and be repaid any deposit already paid to Aeronergy Pty Ltd if the Customer:
(a) Serves a notice of rescission in writing on Aeronergy Pty Ltd at the address of its usual place of business as appearing on the Contract (or such other address as Aeronergy Pty Ltd made inform the Customer from time to time); and
(b) The notice so served under (a) immediately above was done within 14 days from the day the Customer was notified of the variation.
5. Rebates & Incentives
5.1 The Customer authorises Aeronergy Pty Ltd to apply for any grant, rebate or other benefit from the Commonwealth or State Government or any local government council in connection with the installation of a solar photovoltaic system (Rebate) in the Customer's name and to receive payment of that Rebate on the Customer's behalf.
5.2 The Customer agrees to sign all relevant documents, provide necessary information and take necessary action Aeronergy Pty Ltd may require, to enable Aeronergy Pty Ltd to obtain payment of a Rebate and to enable completion of the contract.
5.3 If Aeronergy Pty Ltd receives payment of a Rebate, it will apply that payment in or towards satisfaction of the Purchase Price and pay any excess to the Customer.
5.4 Aeronergy Pty Ltd is not responsible for any failure to obtain a Rebate and the Customer remains liable for the Purchase Price and any other amounts: due to Aeronergy Pty Ltd which are not paid in full.
5.5 The Customer unconditionally assigns all Small-scale technology certificates (STCs) to which the Customer is entitled in respect of the Goods to Aeronergy Pty Ltd.
5.6 The Customer acknowledges that, in certain circumstances, the Commonwealth Government, State Government or local government council (as applicable) may require repayment of the Rebate from the Customer and in such circumstances the Customer will authorise Aeronergy Pty Ltd to act as its agent to deal with the relevant government agency and negotiate or take such action as is necessary to resolve the requirement to make repayment, including the making of the repayment on the Customer's behalf at the cost of Aeronergy Pty Ltd.
6. Payment of the Purchase Price
6.1 Subject to clause 6.6, the Customer must pay the Purchase Price as follows:
(a) If the Goods are to be installed on the Site by Aeronergy Pty Ltd:
i. Minimum 10% upon receipt of an Order by Aeronergy Pty Ltd
ii. The balance prior to the installation of the Goods.
(b) if the Goods do not require installation or are to be installed on the Site by the Customer or a third party:
i. Minimum 10% upon receipt of an Order by Aeronergy Pty Ltd;
ii. The balance immediately upon Delivery of the Goods.
6.2 If, within 60 days of the installation or Delivery of the Goods, Aeronergy Pty Ltd does not receive payment of the anticipated Rebate in full for any reason whatsoever, the Customer must pay an amount equal to the Rebate (or the balance of the Rebate which remains outstanding) to Aeronergy Pty Ltd within 7 days of receiving a notice from Aeronergy Pty Ltd requiring the customer to do so.
6.3 The amount specified in clauses 6.1(a)i and 6.1(b)i (in each case the Deposit) is not refundable to the Customer in any circumstance except in accordance with the cooling off provision under clause 12 or under clause 4.4.
6.4 Finance from a Third Party
(a) The payment of the Purchase Price is not subject to finance approval in favor of the Customer.
(b) If the Customer requires finance from a third party to meet the payment obligation of the Purchase Price, the Customer agrees to complete all reasonable requests from the third party financier and take all reasonable steps to attain such finance.
(c) Subject to the rights set out in clause 12 of this Contract, the Customer is not entitled to rescind or terminate this Contract on the basis of non-availability of finance from any third party.
6.5 Failure to Pay
If the Customer fails to pay any amount that is due and payable under the Contract:
(a) Aeronergy Pty Ltd will be entitled to charge 10% interest per annum on the unpaid amount from the 8th day after the date of installation;
(b) Customer will have to pay Aeronergy Pty Ltd any costs associated with recovery of the unpaid amount (including, but without limitation, legal costs).
6.6 If the Delivery or installation of Goods is delayed,
(a) at the request of the Customer;
(b) by reason of non-readiness of the Site;
(c) by reason of a delay in the supply of materials lobe provided by the Customer or a third party;
(d) the act or omission of the Customer or any third party; or
(e) for any other reason beyond Aeronergy Pty Ltd's reasonable control, payments due upon Delivery or installation of the Goods, must be made at the time in which they would have been made had there been no such delays and the Goods will be stored at the Customer's risk and expense.
6.7 The Customer's obligation to make a payment under this clause 6 is not affected by any delay in the connection of, or the supply of electricity to, the Goods by an electrical distributor or any other third parties.
6.8 If the customer chooses to pay by installments,
(a) upfront payment has to be made while the customer signs the sales contract.
(b) the balance be paid by an equal monthly installment via an accepted payment method. The monthly installment will be due on the 15th of each month, starting from 15th of the following month after installation.
(c) additional charges may apply to the delayed or declined payment
(d) the Interest Free Payment Plan is not available in conjunction with any other special offers, promotions or discounts unless Aeronergy Pty Ltd consents in writing.
6.9 Payment by Credit Card
(a) Payments by credit card attract an additional surcharge of 1.5% in additional to the payment amount.
(b) Only Mastercard and Visa credit cards are accepted.
7. Additional Expenses
7.1 Metering installations
(a) The purchase price of the system is exclusive of the cost of the meter;
(b) The cost of the meter to the electricity grid is the responsibility of the Customer. The customer may also be liable for additional charges for the installation of a suitable meter to record the power exported to the electricity network if Accredited Service Provider and/or Distribution Network Provider forms the opinion that the customer's premises are not immediately suitable for the installation of the Goods. The customer may be required to pay additional costs in order to complete installation of the new meter. The Accredited Service Provider and/or Distribution Network Provider will first notify the customer before grid connection. The new meter must be installed by an Accredited Service Provider and/or Distribution Network Provider.
7.2 Other expenses may include:
(a) The supply and installation of tilt frames (If customer has ordered at the time of contract);
(b) The supply of more than 30 meters of electrical cables;
(c) Rectification of an inadequate existing electrical supply;
(d) Installing or upgrading a safety switch;
(e) Installing or upgrading a switchboard;
(f) Installation on buildings higher than single storey homes;
(g) Any other work that is required to ensure that the premises comply with electricity standards imposed by law;
(h) Any trenching or excavation required for installation;
(i) Special access equipment for safety and convenient purpose if required.
8.1 The installation of the system at the premises as described in these standard installation conditions in accordance with the manufactures' guidelines includes:
(a) The delivery of the system including solar panels and inverter to the premises on the date of installation;
(b) The supply and installation of a suitable mounting base for the system;
(c) The supply and installation of tilt frames (if the customer has ordered tilt frames at the time of the contract);
(d) The supply of up to 30 meters of electrical cabling between the solar panels, inverter and switchboard.
8.2 The installation of the system will be rescheduled by Aeronergy Pty Ltd if:
(a) Due to the weather or any other reasons, which may cause the installation to be delayed, in the circumstances, the customer will be informed and no additional cost will be charged to reschedule the installation date.
(b) If the customer wants to reschedule the installation date, the customer must inform Aeronergy Pty Ltd at least 2 working days before the intended date of installation. Aeronergy Pty Ltd will try its best but cannot guarantee that it can meet the requirement.
8.3 If the Customer desires to reschedule the installation date, the Customer must inform Aeronergy within 3 working days of the notice of the scheduled installation being sent by Aeronergy. The following conditions will apply to a rescheduled installation pursuant to this clause:
(a) The Customer will incur a rescheduling fee of $200;
(b) If the Site is beyond a 50 kilometre radius of the nearest Aeronergy office ("Proximity Radius"), the Customer will incur an additional travel fee of $1 per kilometer for every kilometer of travel outside the Proximity Radius;
(c) The Customer acknowledges that the rescheduling and travel fees referred to in clause 8.3(a) and 8.3(b) are fair and reasonable; and
(d) Aeronergy does not guarantee or warrant that it can comply with the Customer's requested date for the rescheduled installation.
9. Risk and Ownership of Goods
9.1 The Contract is not an unconditional sale of the goods to the Customer. Risk of loss, or damage, to the Goods passes to the Customer on delivery, which will occur on the earliest of the following events:
(a) The Customer taking possession of the Goods from Aeronergy Pty Ltd's premises;
(b) Completion of the loading of the Goods onto a transportation vehicle provided by the Customer; or
(c) Delivery by Aeronergy Pty Ltd to the installation site or any other location nominated by the Customer, (Delivery).
9.2 Ownership of, and title to, the Goods passes to the Customer only upon payment in full by the Customer of the Purchase Price for the Goods and any other amounts due by the Customer to Aeronergy Pty Ltd.
9.3 Until payment of the Purchase Price for the Goods (in full):
(a) Aeronergy Pty Ltd retains full legal title to the Goods;
(b) If the Goods are in the Customer's possession, the Customer will hold the Goods as bailee for Aeronergy Pty Ltd and must store the Goods so that they are clearly identifiable as the property of Aeronergy Pty Ltd;
(c) The Customer covenants with Aeronergy Pty Ltd that they will not sell, transfer or otherwise dispose of the Goods or any part of the solar installation which comprise of the Goods, without payment in full of all monies owing under the Contract;
(d) The Customer covenants with Aeronergy Pty Ltd that the Goods or any part of the solar installation which comprise of the Goods. Must not be dismantled, tempered with, removed from the property (the site of installation) or otherwise interfered with, prior to payment in full of all monies owing under the Contract;
(e) Aeronergy Pty Ltd may call for, and recover possession of, the Goods at any time;
(f) The Customer must at its own cost, remove (if installed), and deliver the Goods to Aeronergy Pty Ltd if requested to do so by Aeronergy Pty Ltd;
(g) The Customer must comply with request under clause 9.2 (e) as soon as reasonably practicable; and
(h) If the Customer does not comply with a request by Aeronergy Pty Ltd to remove (if installed), and deliver the Goods to Aeronergy Pty Ltd, then Aeronergy Pty Ltd may remove and recover the Goods without liability for trespass, using whatever force may reasonably be necessary.
10. Right of entry
10.1 Aeronergy Pty Ltd may use any competent and qualified director, representative, associate, officer, employee, agent or subcontractor (Authorised Persons) to provide the Goods.
10.2 The Customer grants to each Authorised Person, a license to enter the Site for the purposes of
(a) installing the Goods;
(b) inspecting the Goods;
(c) conducting repairs or maintenance to the Goods;
(d) removing the Goods; and
(e) any other activities ancillary to, or necessary to facilitate, the removal of the Goods or any equipment upon termination of this Contract;
10.3 The Customer will provide each Authorised Person with access to water, electricity, toilet and washing facilities;
10.4 The Customer will ensure that all other third party consents necessary for the Authorised Persons to access the Site as described, in this clause are obtained prior to access being required.
11.1 If the Customer becomes, or resolves to become, insolvent, bankrupt or have a receiver, administrator, liquidator, trustee or similar official appointed, then
(a) the Customer must notify Aeronergy Pty Ltd immediately;
(b) all amounts outstanding by the Customer to Aeronergy Pty Ltd immediately become due and payable; and
(c) the Customer's' right to possession of any Goods supplied by Aeronergy Pty Ltd which have not been paid for in full by the Customer ceases, and Aeronergy Pty Ltd will be entitled to recover possession of those Goods under clause 6.3.
12. Cancellations and Refund Policy
12.1 Cooling Off Period
Subject to 12.4, a 10 business day cooling off period will apply from the date of receipt of the signed Purchase Order from the Customer. Supply of goods and services will not be made during the cooling off period. The Customer must serve a written notice of rescission to Aeronergy in order to exercise their cooling off rights.
12.2 The written notice of rescission must be served in writing on Aeronergy at its usual place of business as stated in this Contract (or otherwise notified to the Customer from time to time) before the expiry of the cooling off period.
12.3 If a Customer exercises their cooling off rights pursuant to clause 12.1, the Contract between the Customer and Aeronergy will come to an end without further recourse from and by either party.
12.4 Refunds after the Expiration of the Cooling Off Period. The Customer may elect to terminate the Contract after the expiration of the Cooling Off Period but before the delivery of any Goods by Aeronergy. To exercise the right to terminate under this clause, the Customer must serve a written notice of termination on Aeronergy at its usual place of business as stated in this Contract (or otherwise notified to the Customer from time to time) before the delivery of any Goods by Aeronergy. If the Customer exercises the right to terminate under this clause, the Customer will incur an administrative fee in the sum of 10% of the Purchase Price.
12.5 The Customer acknowledges that the administrative fee referred to in clause 12.4 is fair and reasonable compensation to Aeronergy for its loss and detriment arising from the termination.
12.6 The administrative fee referred to in clause 12.4 can be automatically deducted without further authority from any deposit or monies already paid by the Customer to Aeronergy.
12.7 If any deposit or monies already paid by the Customer to Aeronergy is less than 10% of the Purchase Price, then Aeronergy shall be entitled to recover from the Customer an amount up to 10% of the Purchase Price.
12.8 Notwithstanding any other provision of this Contract, no refund will provided after the delivery of any Goods by Aeronergy to the Site.
12.9 If the Customer refuses to cooperate with Aeronergy Pty Ltd to have the system installed within six months after receive notice of installation schedule from Aeronergy Pty Ltd, the contract will be automatically terminated. No refund will be provided under this circumstance.
13. Alteration of Installation and Design
13.1 The Customer accepts the installation layout and system design of the Goods being supplied by Aeronergy and acknowledges that such installation layout and system design is deemed to be suitable to the specific site.
13.2 If an alteration of the installation layout and/or system design is required by the Customer, the Customer must serve a written request on Aeronergy within three working days of the notice of the scheduled Installation being sent by Aeronergy by setting out the details of the proposed alteration required ("Alteration Notice").
13.3 Aeronergy reserves the right to refuse any unreasonable alteration of the installation layout and/or system design.
13.4 Aeronergy reserves the right to charge the Customer for any extra costs reasonably incurred in connection with the alteration requested in the Alteration Notice.
13.5 If Aeronergy does not receive an Alteration Notice within three working days from notice of the scheduled Installation, the Customer will be deemed to have absolutely and unconditionally waived its rights to request for an alteration under this clause.
13.6 The address for service of the Alteration Notice is the usual place of business of Aeronergy as stated in this Contract (or otherwise notified to the Customer from time to time).
14. Damaged or Missing Goods
14.1 Any claim in respect of a shortage of Goods or damaged Goods (Claim) must be lodged with Aeronergy Pty Ltd within 7 days of the Delivery of some or all of the Goods the subject of the Contract.
14.2 Failure of the Customer to give notice of a Claim within 7 days of the Delivery of some or all of the Goods the subject of the Contract will be deemed an absolute and unconditional waiver of such Claim.
15.1 Subject to clause 16, Aeronergy Pty Ltd will pass on to the Customer the full manufacturer's warranty in respect of any Goods supplied.
15.2 Subject to clause 16, Aeronergy Pty Ltd will provide the following installation workmanship warranty:
(a) 12 months for a residential installation Site from the date of installation.
(b) 36 months for a commercial installation Site from the date of installation.
16. Exclusions and Limitation of Liability
16.1 Except for:
(a) any implied condition or warranty the exclusion of which would contravene any statute or cause any part of this clause to be void; and
(b) the warranty set out in clause 15, (together the Non-Excluded Warranties), Aeronergy Pty Ltd excludes all other conditions and warranties implied by custom, the general law or statute.
16.2 The warranty set out in clause 15 does not apply if unauthorised repairs or alterations, not specifically authorized by Aeronergy Pty Ltd, are made to the Goods, the Customer fails to comply with all instructions of Aeronergy Pty Ltd (whether written or verbal) in relation to the fitting, installation and use of the Goods or the Goods are:
(a) installed in a mobile or marine environment;
(b) subjected to improper voltage or power surges
(c) discoloured by mould, corroded, oxidized or the like;
(d) not returned to Aeronergy Pty Ltd for inspection;
(e) subjected to extreme environmental conditions or rapid changes in such conditions;
(f) damaged by accident, force of nature or any other acts beyond Aeronergy Pty Ltd's reasonable control; or
(g) otherwise improperly installed (other than by an Authorised Person) or abused or misused.
16.3 The liability of Aeronergy Pty Ltd under any of the Non-Excluded Warranties is limited to:
(a) in the case of Goods, replacing the Goods, repairing the Goods or payment for the cost of replacing or repairing the Goods, at the election of Aeronergy Pty Ltd; and
(b) in the case of services, re-supplying the services, having the services re-supplied or payment for the cost of having the services re-supplied, at the election of Aeronergy Pty Ltd.
16.4 Aeronergy Pty Ltd is not responsible for any non-Delivery or failure to supply Goods on the date agreed between the parties and the Customer is not entitled to cancel any Order as a result of that failure.
16.5 Aeronergy Pty Ltd will not be liable for any personal injury, incidental damages, consequential losses, loss of profit, costs of business interruption, loss of opportunities or any like claims whatsoever arising from any use of, or incidental to, the Goods or their failure to operate, or arising out of Aeronergy Pty Ltd's negligence or breach of the Contract.
16.6 If the Goods are, or any component part of the Goods is, manufactured by a third party or supplied to Aeronergy Pty Ltd by a third party (including, for the avoidance of doubt, all solar panels, inverters and batteries), any warranty offered by Aeronergy Pty Ltd in relation to the Goods or component part of the Goods will be limited to the Aeronergy Pty Ltd's right of redress (if any) against the manufacturer or supplier of the Goods.
16.7 The Customer must keep Aeronergy Pty Ltd indemnified against:
(a) all claims, expenses and liabilities of whatever nature including without limiting loss of profit, which may be made against Aeronergy Pty Ltd or which Aeronergy Pty Ltd may sustain, pay or incur arising out of the manufacture or sale of the Goods, except in so far as the same arises from Aeronergy Pty Ltd's negligence or breach of the Contract; and
(b) any unforeseen costs incurred by Aeronergy Pty Ltd during installation of the Goods.
16.8 This clause 16 does not exclude or limit the application of any statutory provision where to do so would contravene that statute or cause any part of this clause 15 to be void.
16.9 The provisions of the United Nations Convention on Contracts, for the International Sale of Goods are expressly excluded from all Contracts.
17. Information and Privacy
17.2 Without limiting clause 17.1, the Customer acknowledges and agrees that Aeronergy Pty Ltd may exchange information about its credit arrangements, credit worthiness, credit standing, credit history and/or credit capacity with other credit providers. If the Customer is a company or a trust, the aforementioned also refers to any directors of the company or directors of the trustee of the trust.
18.1 Where engineering or technical assistance (Assistance) forms a part of the supply of Goods:
(a) the cost of transporting equipment and instructors, air fares, hire cars, on site transportation, meals, accommodations and miscellaneous out of pocket expenses will be charged to the Customer at cost;
(b) all travel time and stand-by or waiting time will be charged at the labour rate specified in the Quotation (and, if no rate is specified, at Aeronergy Pty Ltd's standard labour rate); and
(c) parts and other miscellaneous materials purchased by Aeronergy Pty Ltd will be charged at cost plus 25%.
18.2 Aeronergy Pty Ltd owns (and this Contract does not transfer ownership of) all intellectual property rights (including, without limitation, copyright, trademarks, registered designs, patents and know how) in or in connection with or relating to the Goods.
18.3 The Customer must not alter, remove or in any way tamper with any of the trade or other marks or numbers of Aeronergy Pty Ltd. Any software supplied by Aeronergy Pty Ltd may be used by the Customer only on the equipment configuration specified in the Quotation.
18.4 All Contracts are governed by the laws of New South Wales and the parties agree to submit to the exclusive jurisdiction of the courts of New South Wales.
18.5 Aeronergy Pty Ltd may vary these Terms and Conditions or terminate a Contract at any time by notice to the Customer. Notice maybe given by standard mail or any commercially accepted electronic means including email and facsimile.
18.6 Aeronergy Pty Ltd may supply a replacement of the system with an equivalent of the system or unit.
18.7 If any term or part of a term of these Terms and Conditions is illegal or unenforceable it may be severed and the remaining terms or parts will continue in force.
19.1 Goods and Services Tax is compulsory under for all goods and services sold in Australia. Unless otherwise expressly stated, the Purchase Price is inclusive of GST. If GST is, or becomes, payable in respect of any supply made by Aeronergy Pty Ltd to the Customer, the payment for that supply will be increased by an amount equal to the GST payable.
19.2 If the Customer is a GST registered entity, the Customer agrees to Aeronergy Pty Ltd creating a Recipient Created Tax Invoice (RCTI) on the Customer's behalf for any STCs sold to Aeronergy Pty Ltd by the Customer, as part of this agreement.
20. Amendments and Termination
20.1 In addition to any other rights which Aeronergy Pty Ltd may have under the Contract, Aeronergy Pty Ltd may terminate the Contract in the event that the Customer fails to comply with any term of the Contract and:
(a) a written notice of the breach has been served by Aeronergy Pty Ltd on the Customer;
(b) 14 days has lapsed from the service of the notice of breach; and
(c) The Customer has not rectified the breach to the reasonable satisfaction of Aeronergy Pty Ltd.
20.2 In addition to any other rights, which Aeronergy Pty Ltd may have under the Contract, Aeronergy Pty Ltd, may immediately terminate the Contract in any of the following events:
(a) customer becomes insolvent; or
(b) customer fails to make a payment that is due and payable to Aeronergy Pty Ltd under the Contract and 14 days has lapsed since the date the payment was required to be made.
20.3 The customer may not terminate this contract, revoke any authority granted under it, or elect not to purchase a system, otherwise than in accordance with this clause or as otherwise permitted by law.
20.4 If Aeronergy Pty Ltd terminates this contract because the customer has failed to comply with the terms of this contract, the customer will have to pay and indemnify Aeronergy Pty Ltd in respect of any loss, detriment, costs and expenses associated with and arising in connection with the breach by the Customer including legal costs.
21. Complimentary Items
21.1 Complimentary Items will only be delivered after payment of the Purchase Price has been made in full by the Customer to Aeronergy Pty Ltd for the Goods and any other amounts due by the Customer to Aeronergy Pty Ltd pursuant to the Contract. If the Customer requires finance, then the Complimentary Items will only be delivered after the relevant third party financier has provided notice to Aeronergy Pty Ltd that the Customer has full and final financial approval of the funds required to pay for the Goods and any other amounts due by the Customer to Aeronergy Pty Ltd pursuant to the Contract. Should the said financial approval lapse for any reason then Aeronergy Pty Ltd shall not be obligated to deliver the Complimentary Items.
21.2 Ownership of and title to, the Complimentary Items passes to the Customer only upon payment of the Purchase Price in full by the Customer to Aeronergy Pty Ltd for the Goods and any other amounts due by the Customer to Aeronergy Pty Ltd pursuant to the Contract.
21.3 Until full payment of the Purchase Price for the Goods and any other amounts due by the Customer to Aeronergy Pty Ltd pursuant to the Contract:
a) Aeronergy Pty Ltd retains full legal title to the Complimentary Items;
b) If the Complimentary Items are in the Customer's possession, the Customer will hold the Complimentary Items as bailee for Aeronergy Pty Ltd and must store the Complimentary Items in a manner that clearly identifies the Complimentary Items as property of Aeronergy Pty Ltd;
c) the Customer covenants with Aeronergy Pty Ltd that they will not sell, transfer, or otherwise dispose of the Complimentary Items without full payment of all monies owing under the Contract;
d) the Customer covenants with Aeronergy Pty Ltd that they will not tamper with, dismantle or otherwise damage the Complimentary Items; and
e) Aeronergy Pty Ltd may call for, demand and/or recover possession of the Complimentary Items at any time.
21.4 To the full extent permitted by law, Aeronergy Pty Ltd disclaims any and all warranties, expressed or implied in relation to the Complimentary Items.
22. Complimentary Services
22.1 The Customer acknowledges that any Complimentary Services provided by Aeronergy Pty Ltd does not include metering services and charges from the connection of the Goods to the electricity grid and Aeronergy Pty Ltd shall not be liable for the said metering services and charges.
22.2 The Customer acknowledges that they may incur metering services and charges from their electricity supplier and/or distributor from the connection of the Goods to the electricity grid.
22.3 The Customer irrevocably releases Aeronergy Pty Ltd, any related company of Aeronergy Pty Ltd, all Aeronergy Pty Ltd officers and servants and agents past and present collectively from any claim which the Customer might assert it has against any of them in relation to the provision of any Complimentary Services by Aeronergy Pty Ltd to the Customer.
23. No Merger on Installation or Payment
The rights and obligations imposed by the Contract do not merge on the installation of the PV system supplied under the contract or the completion of payment by the Customer.
If any term of these Terms & Conditions is found to be unlawful by a competent Court (or Tribunal) with jurisdiction then the term shall be read down in the least extent possible to make it lawful whilst preserving as much as possible the initial intent of the term, and in the event that this cannot be done then the term (or that offending part of it) shall be deemed to be severed and the remainder of these Terms & Conditions will continue to have full force and effect.