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bvim Services Pty Ltd ACN 614 814 621

Customer Contract


Meanings

1. In these terms:

contract means any contract for the supply of service and/or goods from us to you;

future energy legislation
means any legislation or regulation, whether federal or state or territory based, aimed at reducing greenhouse emissions or energy consumption and includes any Energy Savings Scheme or any succeeding or similar regulation or legislation;

notice
means written notice by post, facsimile or email;

quote means any written quote, quote clarification letter or written offer from us to you for the provision of goods, services and/or installation of the system;

renewable energy legislation means the Renewable Energy (Electricity) Act 2000, the Renewable Energy (Electricity) (Charge) Act 2000 and the Renewable Energy (Electricity) Regulations 2001 as amended from time to time and includes any replacement or other relevant legislation.

stc means a small-scale technology certificate and has the meaning given to it in the Renew able Energy Legislation and, if the

Renewable Energy Legislation is amended or replaced by any other legislation, will extend to include any certificate or right similar to an stc as it appears in the amended Renew able Energy Legislation or replacement legislation;

system means the goods to be installed by us pursuant to these terms as set out in an order or quote.

we or us means bvim Services Pty Ltd ACN 614 814 621; and

work means our provision of the services including the installing of the System, manufacturing and assembly of goods.


Application

2. These terms:

2.1             apply to each contract with you;

2.2             together with a quote (if any) are the sole terms of each contract;

2.3             do not apply to a contract to the extent they are inconsistent with an applicable quote;

2.4             are deemed to apply to any previous contract, system installation or work we have done for you; and

2.5             prevail over any terms put out by you, unless we agree in writing.

3.        We may change these terms without notice to you before we accept your order.

4.        None of our employees, agents or contractors may vary or add to these terms without the prior written authority of a Director of bvim Services Pty Ltd.

5.        Except as required by the mandatory operation of law all implied terms and conditions are excluded.


Services and Goods

6.        We may alter the range of services or goods we offer without notice to you.

7.        If we agree to supply goods which subsequently are not readily available we may use substitute goods of comparable functionality and quality.

8.        We do not undertake that spare parts will be available for the repair of goods.

9.         Unless a quote otherwise specifies, goods are offered ex-inventory and are subject to our prior sale to other buyers.


Orders

10.      An order you give us is subject to our acceptance and we may decline an order.

11.     We reserve the right to supply an order by instalments.

12.      You may not cancel an order, or delay delivery, once we accept your order unless we agree in writing.


Quotes

13. Quotes are valid for 30 days from their date unless withdrawn or varied by us by notice prior to our receipt of your notice of acceptance. A quote is only valid if the installation of the System at the premises is eligible for a stc and is made on the basis that of the condition of the premises as reasonably apparent. Before installation works commence we will advise you of any additional services or items and the cost of same that are required and those additional services and/or items are not included in the quote. In the event that we become aware of a latent condition we may amend or withdraw the quote.

14. If a quote is prepared on incomplete, misleading or incorrect information provided by you then on our request you must pay us an additional amount equal to the difference between the quoted price and what we would have quoted had the information supplied been accurate and complete.


Prices and Invoicing

15. Total prices quoted are inclusive of GST unless otherwise stated. Should any additional tax, fee, levy or duty be imposed by any government (State or Federal) on the supply and sale of the quoted equipment /service, then such tax, fee, levy or duty shall be paid by the customer in addition to the quote. Unless a quote otherwise specifies all work will be done during our normal working hours which are 8am to 5pm from Monday to Friday excluding days which are public holidays in either South Australia or the place the work is being performed.

16. If we have provided a quote our invoices will be calculated in accordance with the quote. For work performed or goods supplied without a quote invoices will be calculated by applying our then current Rates Schedule. Unless otherwise agreed in writing, where we agree to a variation to quoted work (including the time of performance or completion date) and/or goods, the quoted amount will be adjusted by applying our then current Rates Schedule to such variations. Where you request that we delay the performance of any work without giving what we consider to be reasonable written notice you must pay us an amount equal to that which we determine (acting reasonably) we suffer because we have committed our resources (including employees) to such work.

17. We will contact you to arrange a suitable time for a pre-installation site inspection (if we deem a pre-site inspection necessary) (Pre-Installation Inspection) and/or for the installation of the System at the Premises (Installation Date). The Installation Date is an approximate date only. We will use our best endeavours to deliver the goods and services and system and carry out the installation works by the Installation Date but any such date is an estimate only. Time is not of the essence for performance of the installation works. You or your nominee must be present at the Premises during the time arranged for the Pre-installation Inspection and while the Installation Works are carried out. We reserve the right to charge you a $500 call out fee if you are not at the premises at either of those times.

 18. Invoices calculated on our Rates Schedule will include:

18.1 higher rates for work we agree to do outside of our normal working hours and for urgent same day call outs; and

18.2 fees for our vehicle costs, travel time and other costs (including air travel and accommodation and related expenses).

19. We may alter our Rates Schedule without notice to you. We will send you a copy of our current Rates Schedule if you ask.

20.     An invoice is payable by you alone and under no circumstances may you withhold payment on the basis you are awaiting payment from any third party or request we seek payment directly from any third party. If there are 2 or more of you then you are all jointly and severally liable for payment pursuant to this agreement.


Payment

21. Unless a quote otherwise specifies, you must pay each invoice within the time stated in the invoice. If payment is overdue, we may charge you interest at Westpac's indicator rate plus 2% from the date of the default until we receive payment in full. We may apportion any part payments you make against any outstanding principal or interest as we may decide. We may also apportion any payments you make under one contract to amounts due under another contract.

22. If payment is overdue under any contract we may in respect of any contract cancel or suspend the delivery of goods yet to be delivered to you or withhold the provision of our services under any contract. You must still pay us for goods or services already delivered under any such contracts. You may not deduct from the price any set off, counterclaim or other sum unless we agree in writing.

23. If we are only supplying a product or goods then 50% payment is required at time of order and full payment is required 5 days prior to delivery of same. If we supply and install a system or goods then we will require;

23.1 at least a 10% deposit at time of order; and

23.2 full payment of the balance 5 business days prior to the day nominated by us for the installation whereby we will send to you notification of the installation date at least 10 business days prior to the installation date nominated by us.

23.3 if deposit has been paid and cancellation has been made prior to site visit. No fee. when deposit has been paid and installer has completed site inspection and design a $300.00 fee is incurred if product has been paid in full, ordering and delivery has been complete, a recovery fee of up to $1370.00 is incurred.

bvim is entitled to refuse to undertake installation work or rectification work or supply any material or component for the quote if the customer has defaulted in paying the price or any payment or any part thereof on the due date for payment. bvim reserve the right to;

23.4            cancel delivery or installation.

23.5            change the date of the installation or delivery of the unit.


Installations Work & Exclusions

24. We will perform the Installation Works in accordance with the Order in all material respects. We have the right to make any changes to the installation works which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the installation works and we will notify you in any such event.

25. Subject to clause 27, the installation works comprise the installation of the System at the Premises referred to in the Order in accordance with the manufacturer’s guidelines and include;

25.1 supply of up to 5 lineal metres of electrical cabling for battery installation;

25.2 supply of up to 10 lineal metres (in total) of electrical cabling from the P.V. solar panel to the inverter and from the inverter to the meter/switchboard.  

25.3 testing and commissioning of the System after installation to confirm that it is complaint with the manufacturer’s  specifications and to ensure that the System is operational;

25.5 provision of instructions on the basic operation of the goods or System.

26. Delivery times for goods are estimates only and we do not guarantee a particular delivery date or time.

27. Unless otherwise agreed in writing, the installation works do not include the following;

27.1 installing or upgrading a safety switch or switchboard or meter panel board;

27.2 any other work that is required to ensure that, prior to installation of the System, the Premises comply with electricity standards imposed by law;

27.3 the additional costs of installation where scaffolding is required or on steep roofs (with a pitch greater than 30 degrees), installation on homes with slate or asbestos roofing, work for dedicated control loads which are to be re-wired to a single phase and single element meter configuration prior to a solar meter being installed.

27.4 the supply of material and labour that exceeds the amount specified in the quote and what is specified in clause 25 above. In that instance the standard rate will apply to the additional material and labour as provided in current Rates Schedule and pricing at the time.


Acceptance Returns and Warranties

28. Unless a quote otherwise specifies, we warrant that:

28.1 our work will be free of defects for a period of 12 months; and

28.2 goods manufactured by us will be free from defects in materials or workmanship for a period of 12 months when used for their intended purpose and in accordance with our specifications or recommendations (if any).

29. Goods supplied by us which have been manufactured by third parties carry the warranty (if any) given by their manufacturer.

30. We warrant that in performing the work we will use due care and skill and use suitably qualified people.

31. You are deemed to have accepted the goods upon them being delivered to you unless you give us notice that you do not accept the goods and you have the right to do so.

32. If the goods are defective, you may return them to us within the warranty period applicable to those goods. We will have repaired or replaced defective goods returned within the applicable warranty period.


Title and Risk

33. The legal and equitable title to the goods will only be transferred to you when we have received full payment for the goods and services provided under the contract.

34. Until you make full payment you are to keep the goods in their original condition for us in your capacity as trustee. If required you must store the goods in such a way that they can be identified as our goods. We may register a security interest in the goods on the Personal Property Security Register.

35. We may enter your premises to take possession of goods where payment to us is overdue.

36. If we take possession of the goods and re-sell the goods we must pay you such amount (if any) received by us exceeding the amount owed by you under the contract plus our costs in relation to the sale.

37. Repossession will not release the customer from the obligation of payment of the unit or amounted cost stated on the quotation.

38. You agree to indemnify us on a solicitor client basis for all costs incurred in relation to a default.

39. Risk in the goods passes from us to you on delivery.


Small-Scale Technology Certificate (STC)

40.  Ownership of, and any and all rights and interest in, any stc(s) that are or may be created by anything done (or omitted to be done) under or connection with the supply of the goods or services or the System and /or provision of the installation works (bvim’s stcs) will vest in us.

41. You acknowledge that you have no entitlement to any interest in, or benefits derived from, any bvim stcs, and that the Price has been offered on this basis.

42. You must promptly do all things necessary or required by us to assign or transfer the rights to any bvim stcs to us, or our nominee.

43. If you fail to comply with your obligations under this clause, you must pay to us the market value of the bvim stcs as at the date of creation of those bvim stcs.

44. In the event that anything done (or omitted to be done) under or in connection with the supply of the System and /or provision of the installation works creates any financial or other benefit or right as a result of the introduction of any Future Energy Legislation, then to the extent possible at law any such benefit or right will vest in us. Your obligations under this clause extend to any such financial or other benefit or right.


Your Obligations – Service and Access

45. At no cost to us you must:

45.1 allow our employees, agents and contractors access to any relevant work site (including the use of amenities, power, water and gas) at all reasonable times to perform the work;

45.2 provide us with all necessary information, plans and drawings to perform the work including access to the premises.

46. You warrant that any premises or relevant work site is safe and complies will all applicable work and safety laws.

47. You must inform us of any conditions or physical characteristics of the Premises, including Latent Conditions, that would preclude, or have any adverse affect on, the carrying out of the installation works or pose any threat to those carrying out the installation works.

48. You are required to obtain all relevant approvals, consents and permits prior to the installation of the System from the local council/planning authority and, if applicable, your body corporate or landlord and in accordance with any other Legislative Requirement having jurisdiction over the premises. You must ensure that the Premises comply with relevant electricity standards prior to the installation of the System whereby In the event the premises does not comply, you are required to ensure that all necessary work is completed by a qualified electrician.


Liability

49. If goods or services we supply are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then our liability for breach of a condition or warranty of supply is limited to:

49.1 in the case of goods:

  • the replacement of the goods or the supply of equivalent goods or the repair of the goods;
  • the payment of the cost of replacing the goods or of acquiring equivalent goods or of the cost of having the goods repaired;

49.2 in the case of services the supplying of the services again or the payment of the cost of having the services supplied again as we may decide.

50.  Unless otherwise agreed in writing we will only perform any warranty work under Clause 49 during our normal business hours.

51. Unless otherwise expressly agreed in writing we will not be liable to you for any amount for any consequential, contingent, special or indirect damages resulting from the loss of business, revenue or profit with respect to claims arising from or in connection to the contract including any act or omission by us in performing a contract or for a breach of contract or for negligence, acts or omissions by us.


Indemnity

52. You indemnify us against any claim, action, damage, loss, liability or cost (including reasonable legal fees on a solicitor/client basis) which we may incur arising out of any breach by you of the contract or any negligence or wrongful act or omission by you.


Termination

53. We may terminate all or any contracts by notice to you if:

53.1 you fail to pay any amount in full within 30 days of the due date under a contract;

53.2 you breach any term or condition in a contract and fail to remedy that breach within 14 days of notice from us or the breach can not be remedied;

53.3 you commit an act of bankruptcy under the Bankruptcy Act;

53.4 you become an externally-administered body corporate (within the meaning of the Corporations Act) or a party takes action to make you an externally-administered body corporate;

53.5 a party seeks to enforce a security against the whole or substantial part of your assets; or

53.6 there is, in our opinion, a material adverse change in your financial position that gives us reasonable grounds for believing that you may be unable to fully and promptly perform your obligations under a contract.

54. Termination does not affect any of our rights or remedies existing before termination or arising from termination.


Privacy

55. We may collect your personal information where it is relevant to one or more of our activities, including products and services we acquire from suppliers and products and services that we offer to customers. We will only use and disclose your personal information in accordance with the Privacy Act 1988 (Cth).


Force Majeure

56. We will not be liable for delay or failure to perform any of our obligations under a contract to the extent that such delay or failure is caused by a force majeure event.

57. A force majeure event means any circumstance not within our direct or reasonable control including labour disputes, obtaining labour, materials or goods, destruction or damage to our premises or a relevant work site, malfunction, breakdown or damage to our plant or equipment, breach of contract, default or insolvency of any third party, an act of government or governmental authority, terrorism, disruption to the supply of power, gas, water, electronic or telecommunication services, civil disorder, the weather or other natural events.

58. We may terminate a contract 30 business days after the occurrence of a force majeure event if in our opinion we are unable to perform the contract or can only perform the contract at a loss due to the effects of the force majeure event.


Assignments and Amendments

59. You may not assign your rights under a contract with us without our prior written consent.

60. We may use subcontractors to perform any part of the work without notifying you or obtaining your consent.

61. A contract can only be amended by agreement in writing.

62. We can only waive any of our rights under a contract by notice to you.


Costs

63. You must pay us all our costs (on a solicitor/client basis) incurred in the recovery of monies owing by you or in otherwise enforcing our rights against you under a contract.


Law and Jurisdiction

64. A contract is governed by South Australian law and any dispute arising in connection with a contract is subject to the exclusive jurisdiction of the courts of South Australia.