Interpretation

Interpretation

1. The Contract Documents (interpreted in the order of precedence set out in the Details) constitute the entire agreement between the parties and comes into effect upon Execution (the Contract).
2. This Contract contains the entire agreement between the parties concerning its subject matter. The Contract replaces any other agreement between the parties relating to the subject matter of the Contract.
3. Headings and explanatory text boxes in blue shading are for convenience only and do not form part of the Contract.
4. Any inconsistencies or ambiguities in the Contract Documents will be explained or resolved by the Retailer (acting reasonably).
5. A rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of it.

Definitions

In the Contract:

1. Approval means all permits, consents, certificates, licences and approvals required from any authority to install the Solar System Installation including planning and development approvals (but does not include approvals or licencing related to conduct of the Retailer’s business);
2. New Energy Tech Consumer Code means the Code available at https://www.newenergytech.org.au/;
3. New Energy Tech Consumer Code Quotation Guidelines means the Guidelines set out in the New Energy Tech Consumer Code for Approved Sellers;
4. Contractual Warranty means the warranty set out in the Details;
5. Date for Installation Completion means the date so described in the Details as amended in accordance with the Contract;
6. Execution means:
   1. where the Details state “Manual Signature”, that point in time where this document is signed by both parties (including by counterparts then exchanged); or
   2. where the Details state “Electronic Signature Process” that point in time where an image of the signatures of the parties are placed on the document and a copy of the Contract containing signatures of the Owner and Retailer is circulated by email;
7. Installed means that stage where the components of the Solar System Installation has been fixed to the Property, but Installation Completion has not been reached;

1. Installation Completion means that stage where:
   1. the Solar System Installation is complete, ready for final electrical inspection for metering commissioning (so that the system will be ready for use following this step); and
   2. the Retailer has obtained and given the Owner all certificates, warranties and Maintenance Documents required by the Contract,
   but does not include Utility Metering Setup;
2. Maintenance Documents means the documents titled as such delivered to the Owner prior to Installation Completion which detail how a system is to be appropriately maintained;
3. Milestone Amount means the amount set out in the Details in relation to each Milestone Date;
4. Milestone Date means the dates where the works in relation to the Solar System Installation reaches the stages set out in the Details;
5. Owner means the party identified as such in the Details who has elected to have the Solar System Installation done at the Property;
6. Payment Claim has the meaning given in clause 5(b);
7. System Price means the amount set out in the Details;
8. Price Increase Acceptance Notice has the meaning given in clause 6.2;
9. Price Increase Notice has the meaning given in clause 6.2;
10. Price Increase Termination Notice has the meaning given in clause 6.2;
11. Property means the property at which, the Solar System Installation will be installed, as specified in the Details;
12. Proposal means the document titled as such to which these Contract Documents are attached to (for the avoidance of doubt, the Proposal does not form a part of the Contract, unless a section is specifically referenced to as forming a part of the Contract by these terms and conditions);
13. Retailer means the party identified as such in the Details, being the:
    1. provider of the components making up the solar electricity system; and
    2. organiser (whether through self-performance or subcontracting to an installation contractor) of the installation process,
    to deliver the Solar System Installation to the Owner of the Property;
14. System Price (excluding the STC Incentive) means the amount set out in the Details;
15. System Specifications means the document set out at Schedule 3;
16. Schedule of Rates means the schedule of rates or prices included in Schedule 2 (if any);
17. Solar System Installation means the whole of the work described in the Details and including Variations provided for by the Contract;
18. Start Date has the meaning given in the Details;
19. STC means a small-scale technology certificate created under the Renewable Energy (Electricity) Act 2000 (Cth);
20. Total Price Payable (including the STC Incentive) means the amount set out in the Details as amended in accordance with the Contract;
21. Utility Metering Setup means any upgrades, modifications or registration required by the Owner’s electricity retailer for billing purposes following Installation Completion at the Property; and
22. Variation has the meaning given in clause 6.1.

Performance Obligations

Parties’ Responsibilities

1. It is the Retailer’s responsibility to arrange the delivery and installation of the Solar System Installation at the Property.
2. From the Start Date, the Owner must provide sufficient access to the Property to allow the Retailer to perform the Solar System Installation.
3. The Owner warrants that:
   1. it has full authority to allow the installation at the Property;
   2. there are no structural integrity issues with the roof or electrical systems of the Property; and
   3. the roof has the ability to carry the weight of the Solar System Installation,
   (the Owner Property Warranties).
4. The Retailer will use all reasonable care during the performance of the Contract in regard to the roof and electrical systems of the Property, the Retailer is not liable for:
   1. effects on any roof manufacturer’s warranty;
   2. damage to the roof or Property which is not due to the Retailer’s breach; or
   3. loss or damage to the Owner or a third party arising out of the performance of the Contract in circumstances where there is a breach of the Owner Property Warranties.

Additional Charges

Any site conditions and special circumstances beyond the control of the Retailer, including the following metering charges are beyond the Retailers control and may give rise to extra charges to be borne by the Owner:

1. meter replacement fees
2. meter reconfiguration fees
3. damage to the meter panel
4. changes to any dedicated off-peak control devices or hot water timers
5. repairs for existing faults
6. truck appointments.

the costs associated with these will give raise to a Variation to be administrated under clause 6.

New Energy Tech Consumer Code

NETCC Applies

The Retailer will comply with the New Energy Tech Consumer Code if bound by it.

Commitment to High Quality Products and Honouring Consumer Warranties

The Retailer:

1. will ensure that the Solar System Installation (including workmanship, inverters and panels supplied) will:

Direct Application

1. This clause 4.2 applies if the Details state that the Owner will apply for Grid Connection Approval directly.
2. The Owner will:
   1. make the application as soon as possible;
   2. keep the Retailer updated on the progress of the application;
   3. respond, within a reasonable timeframe, to any information or other requests from the distributor; and
   4. promptly give the Retailer Notice of the outcome of the application.
3. If the Owner complies with clause 4.2(b) and Grid Connection Approval is refused, the Owner may terminate the Contract and clause 8.1 will apply.

Approvals Generally

The Owner is responsible for obtaining all Approvals (other than grid connection if the Retailer has elected to be responsible, see Details Section) required for the performance of this Contract and must apply for these Approvals as soon as possible

Payment

1. For performing its obligations under the Contract, the Retailer is entitled to be paid the Total Price Payable by the Owner.
2. On each Milestone Date, the Retailer may issue an invoice for the corresponding Milestone Amount (Payment Claim).
3. The due date for payment is 15 business days after receipt by the Owner of a Payment Claim.

Variations

General Variations

1. The Owner is entitled to direct the Retailer to increase, decrease or change the Solar System Installation, the sequence in which the Solar System Installation is performed, or the materials or classes of work specified (Variation).
2. Any Variation must be valued by reference to the Schedule of Rates (if any), or where there is no applicable schedule of prices or rates application to the Variation, reasonable market prices and rates determined by the Retailer.
3. Once the adjustment to the Total Price Payable in relation to the Variation is agreed or determined:
   1. the Retailer must carry out the Variation; and
   2. the Owner must pay the adjustment to the Total Price Payable within 10 business days of the Retailer invoicing the Owner for it.

1. 1. delays in stock procurement or other materials beyond the Retailer’s control.

1. Delays due to an Owner Breach shall entitle the Retailer to reasonable delay costs payable within 10 business days of invoicing.

Termination

Owner has Termination Rights

1. The Owner may terminate the Contract by Notice in writing to the Retailer where a Price Increase Termination Notice is issued under clause 6.2, in these circumstances:
   1. the termination under this clause 8.1 shall be effective from the time stated in the Notice, or if no such time is stated, at the time the Notice is given to the Retailer.
   2. upon termination under this clause 8.1, the Retailer will give the Owner a refund of any amounts paid to the Retailer.
2. In addition to the above, the Owner may terminate the Contract by Notice in writing to the Retailer where the following issues occur:
   1. clause 4.1(c) applies, i.e.: Grid Connection Approval is refused;
   2. a proposed final system design provided is significantly different to the one set out in Schedule 3 and it is not signed off by the Owner;
   3. the site-specific system design and performance estimate is not provided before the expiry of any cooling-off period (on the terms stated in the Details) and the Owner does not consent to this information upon receiving it;
   4. the estimated delivery timeframe for Installation Completion is not honoured, for reasons reasonably within the Retailer’s control, and the Owner does not consent to a revised timeframe;
   5. extra chargeable work arises which is not a valid Variation, which was not specified in the initial contract, and the additional costs are not borne by the Retailer and the Owner does not consent to these additional costs.
   Where termination occurs due to these reasons, the Retailer will provide the Owner will a full refund of any amounts paid.
3. Notwithstanding any other provision of the Contract, if an Owner seeks to withdraw from this Contract after the expiry of any statutory cooling-off period (on the terms stated in the Details), the Retailer is entitled to apply their own policies regarding fees for cancellation, in line with the termination rights specified in this Contract, provided that such cancellation fees do not amount to unfair contract terms at law.

1. 1. the Solar System Installation is misused, abused, neglected, not being maintained according to the Maintenance Documents or repaired, modified, reinstalled or repositioned by anyone other than a service technician approved by the Retailer in writing,
after Installation Completion.

STCs

1. The Retailer has calculated the performance expectations for the Solar Installation System and the Property in accordance with the New Energy Tech Consumer Code Quotation Guidelines.
2. The Owner:
   1. hereby assigns to the Retailer all the Owner existing and future rights, title and interest in and to all STCs created or able to be created in respect of the Solar Installation System (STC Assignment);
   2. undertakes to do anything the Retailer reasonably request of the Owner for the purpose of perfecting, confirming or evidencing the STC Assignment, including providing information and executing documents; and
   3. warrants to the Retailer that the Owner:
      1. has not previously created, or assigned the right to create, any STCs in respect of the Solar Installation System or any other solar photovoltaic generating unit at the Property; or
      2. will not do anything which would:
         1. adversely impact on the performance of the STC Assignment; or
         2. reduce the maximum quantity of STCs that can be created in respect of the Solar Installation System.
3. The Owner acknowledges and agrees that the Retailer has:
   1. calculated the STC Incentive based on:
      1. the maximum quantity of STCs that can be created in respect of the Solar Installation System under law, taking into account the Performance Expectations; and
      2. the monetary value of that quantity of STCs;

1. 1. offered the Total Price Payable on the basis of deducting the STC Incentive from the System Price; and
   2. entered into the Contract on reliance of clause 11(b).

1. The Owner agrees that if the Owner breaches clause 11(b), the Retailer will be entitled to increase the Total Price Payable to the System Price. The System Price will be payable within 10 business days of the Retailer invoicing the Owner for it.

Miscellaneous

1. Any consideration payable or to be provided for a supply made under or in connection with the Contract, unless specifically described in the Contract as 'GST inclusive', does not include any amount on account of GST. If GST is payable on any supply made under or in connection with the Contract (not being a supply the consideration for which is specifically described in the Contract as 'GST inclusive'), the recipient of the supply must pay to the supplier, an additional amount equal to the GST payable on the supply (GST Amount). The GST Amount is payable at the same time as the GST exclusive consideration is paid or provided, subject to the supplier issuing the recipient with a tax invoice for the supply to which the payment relates.
2. The Contract is governed by, and in reference to, the law in force in the State or Territory where the Property is located.”
3. This Contract may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
4. Subject to clause 6, no amendment or variation of the Contract is valid or binding on a party unless made in writing and executed by both parties.
5. No waiver of a breach of any provision of this Contract constitutes a waiver of any other breach or any other provision.
6. Neither party will be responsible to the other for consequential loss.
7. Termination of the Contract does not extinguish or otherwise affect a right of either party against the other which accrued prior to the time of termination or expiry or does not affect or terminate clause(s) 1(c), 8, 9, 10, 11 and 12.