Quinten Pty Ltd Solar PV Sale and Installation Agreement
Terms and Conditions
Introduction
Who does this agreement apply to?
This agreement is between:
[Quinten Pty Ltd and 94 167 255 905], referred to as “we” or “us”; and
the customer named in the Quote, referred to as “you”.
What is this agreement made up of?
This agreement is made up of:
these Terms and Conditions; and
the Quote attached to these Terms and Conditions.
What does this agreement cover?
The agreement covers:
your purchase from us of the solar photovoltaic system and other equipment, referred to as the
"System" and described in the Full System Design attached to this agreement; and
delivery and installation of the System at your Premises.
When does this agreement start and end?
This agreement starts when you accept our offer set out in the Quote, which you can do by:
signing and posting or delivering the Quote to our address as set out in the Quote;
signing, scanning and emailing the Quote to our email address as set out in the Quote; or
accepting the offer over the telephone, by calling our telephone number as set out in the Quote (in
which case we will send you a full copy of this agreement, by post or email, within one week after
your acceptance).
However, your purchase of the System will not become final until all of the following conditions have
been satisfied:
you have paid us the Deposit; and
your electricity distributor (the company that actually delivers electricity to the Premises) has granted
Grid Connection Approval.
This agreement ends when we have finished installing and commissioning the System, unless we or
you end it earlier in accordance with its terms.
If we have delivered and installed the System, then after the agreement ends the guarantees and
related terms in clause 24 will continue for the Guarantee Period.
Disputes
If the Customer disputes any Goods sold or Services supplied by the Company are faulty, defective or
disputes the Invoices the Company has issued, the Customer must notify their reasons in writing to
the Company within 14 days of the Invoice date, failing which the Customer loses any right to dispute
the quality of the Goods, Services or value.
Whole Agreement
These terms and conditions together with the Application embody the whole agreement between the
parties and all previous dealings, representations and arrangements are hereby excluded and
cancelled.
Other rules
In addition to this agreement, various laws and codes, including the Australian Consumer Law and, if
we have volunteered to be bound by it, the CEC Solar Retailer Code of Conduct, also contain rules
applicable to the sale and installation of solar photovoltaic systems, and we will comply with these
rules in selling you the System and installing it at the Premises.
Capitalised terms have special definitions
Capitalised terms used in the agreement have the meanings given to them in clause 29.
Payment
The Customer agrees to pay all amounts due in clear funds from the date of invoice for the Goods
and/or Services provided by the Company.
The Customer agrees that if it fails to pay in accordance with this clause, the Company may:
Charge a late payment fee of $50.00 on all amounts paid after the due date;
Charge interest on debts at 12% per annum from time to time;
Charge a dishonour handling fee in the amount of $25.00;
Withhold supply;
Sue for the money owing on the Goods or Services provided;
Take steps to secure monies owing and enforce such security;
Recover all collection and legal costs and expenses incurred in collecting overdue accounts and/or
enforcing security interests on an indemnity basis.
Failure to comply with clause 4.1 will constitute a breach of contract and the Company may treat the
whole Agreement as repudiated and act accordingly.
In the event this agreement has been entered into by more than one party each party shall be jointly
and severely liable for any amount due.
Default
If the Customer:
Fails to pay for any Goods or Services on the due date; or
Otherwise breached this agreement and failed to rectify such breach within seven day’s notice; or
Cancels delivery of Goods or Services; or
Commits an act of bankruptcy or allows a trustee in bankruptcy or receiver and manager to be
appointed to the Customer or any of its property; or
Allow a judgment or order to be enforced or become enforceable against the Customer’s property.
then the Company may enter upon the Customer’s premises (doing all that is necessary to gain
access) where Goods supplied under this contract are situated at any time and re-take possession of
any or all of the Goods the Company has supplied to the Customer and:
Resell the Goods concerned;
Terminate the agreement; and
Sue for any monies owing.
The Customer will be in default if the Customer does not pay any monies payable when called upon so
to do and the Customer acknowledges and agrees that the Company is authorised to contact a credit
reporting agency throughout the term of the Agreement to obtain a report about the
creditworthiness of the Customer.
The Customer authorises the Company to engage in the exchange of information with a credit
reporting agency or with other such parties as are necessary to give effect to the contract and to the
ongoing relationship between the parties hereto.
The Company reserves the right to report a Customer's delinquent account to a credit reporting
agency should payment remain outstanding for more than 30 days.
The Company may refer any outstanding account for debt collection or issue legal proceedings to
recover any outstanding invoices. Should an account be referred for debt collection the Customer
acknowledges and agrees to pay debt collection charges to be calculated at not less than 20% plus
GST and will be incurred on the day the Company refers the matter to their nominated debt collection
agency. The Customer shall also be liable for interest and all legal recovery costs associated with such
action on a solicitor and own Customer or indemnity cost basis.
Security Interest
The Customer consents to registration of the security interests arising in favour of the Company as a
result of these conditions and lodgment of a financing statement in respect of the security interests
with the Personal Property Securities Register, and must do everything (including obtaining consents,
signing and producing documents, completing documents or procuring that they are completed, and
supplying information) which the Company considers necessary or desirable for the purposes of the
PPSA including, without limitation:
ensuring that the security interests are registered, enforceable, continuously perfected and otherwise
effective in accordance with the PPSA;
enabling the Company to apply for any registration, or give any notification, in connection with the
security interests; and
enabling the Company to exercise rights in connection with the security interests in accordance with
the PPSA.
Existing Agreements and security interests - Transitional and Non-transitional
PPSA security interests
Where the Customer has previously entered into an agreement with the Company for the supply of
Goods on credit (Existing Agreement):
Upon any order being made by the Customer for the supply of Goods after the first provision of this
document to the Customer.
these Terms shall apply to such supply and any subsequent supply of Goods.
any security interest (including any ROT security interest) granted by the Customer under an Existing
Agreement shall immediately vest in the Company.
Any order made by the Customer shall not constitute a new security agreement as between the
parties, but only further performance of these Terms unless expressly excluded in writing signed by
the Company.
This Agreement will not act as a merger of their rights but that the terms contained under such
Existing Agreement will be amended by the terms contained herein to the extent of any inconsistency.
Creation of Charge
As further and alternative security for the obligations owing to the Company, the Customer hereby
grants a charge in favour of the Company over all of its rights title and interest in all of its present and
after acquired property, including real property owned by the Customer beneficially or otherwise
from time to time, and consents to a caveat or other registrable interest being lodged with the
relevant government department in respect of such charge. For the purposes of section 20(1) and (2)
PPSA, the Customer states that the charge is in all of the Customer's present and after acquired
property (whether owned beneficially or otherwise) from time to time.
Contracting out
Where these Terms are inconsistent with the PPSA, the Australian Competition and Consumers Act
2009 (Cth) or any other legislation, to the extent permitted by law the parties are deemed to have
expressly excluded and replaced those statutory provisions.
The Company and the Customer contract out of the provisions of sections 95, 96, 117, 118, 121(4),
130, 132(3)(d), 132(4), 142 and 143 of the PPSA and nothing in those provisions will apply to this
Agreement.
The Company and the Customer acknowledge the Customer is a grantor and the Company is or will
become the holder of a Purchase Money Security Interest (PMSI) by virtue of this Agreement and/or
the PPSA.
The Customer hereby consents to and appoints the Company to be an interested person and their
authorized representative for the purposes of section 275(9) PPSA.
The benefit of this contract and the security interest/s created hereunder may be assigned by the
Company, but not by the Customer.
Appointment
The Customer appoints and authorizes the Company any director, officer or solicitor of the Company
time to time as its attorney to execute and deliver in its name:
a) such form of security interest, charge or mortgage as the Company may reasonably
require to better secure any charge granted under these conditions; and
b) any financing statement, consent form, security document or other document
whatsoever for the purpose of:
(i) registering any caveat or other registrable interest in respect of the charge or any
security interest whatsoever granted under these conditions; or
(ii) otherwise perfecting and enforcing the security interest.
Right to vary terms and conditions
These terms and conditions shall govern all transactions between the parties.
The Customer and the Company agree that the terms of this Contract may be altered unilaterally by
the Company giving 14 days’ written notice to the Customer. Clerical errors are subject to correction
without notification.
Set-off
The Customer agrees that:
The Company may set-off any credit amount that the Company owes to the Customer against any
debt due by the Customer to the Company at the Company’s sole discretion and without notice;
The Customer is not entitled to withhold payment of any money in respect of any alleged set-off or
claim the Customer might have against the Company.
Limitation of Liability
Except to the extent required by law, all Goods are purchased by the Customer “as is” and the
Company will not be responsible for any damage or defect to the Goods.
Subject to any conditions and warranties mandatorily implied by law and to any conditions and
warranties expressly contained herein, all conditions, warranties and representations on the part of
the Company, whether express or implied, are hereby expressly excluded.
Subject to any legislation or express agreement to the contrary, the Customer acknowledges that it
does not rely on the skill and judgment of the Company, its employees, agents or contractors in
determining whether the Goods to be supplied are fit for any particular purpose and the Customer
further acknowledges that any advice with respect to the use of Goods is given on the basis that the
Company assumes no obligation or liability for advice given or results obtained, all such advice being
given and accepted by the Customer is at the Customer’s risk.
To the extent permitted by law, the Customer has responsibility for ensuring that the Goods are not
used for any purpose for which they are not suitable and warrants and represents that it has had
adequate opportunity to inspect the Goods and obtain independent expert advice.
To the extent that any warranty as to purpose or merchantable quality is implied by law and the
Company is liable, the parties agree that the sole and exclusive remedy of the Customer will be to
return the Goods and obtain a refund or at the Company's election for the Company to repair or
replace the Goods as soon as reasonably practical.
To the extent permitted by law, in relation to services, the Company's liability is limited to supplying
the services again or payment of the cost of having the services supplied again.
To the extent permitted by law, under no circumstances shall the Company be liable for any direct or
indirect loss (including without limitation loss of profit) or damage whether special or consequential
however arising (including as a result of negligence) except for any loss or damage (excluding loss of
profit and special or consequential damage) suffered by the Customer as a direct result of a failure by
the Company to perform their contractual obligations.
Severance and Waiver
If any provision of these Terms will be invalid, void, illegal or unenforceable the validity, existence,
legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.
Jurisdiction and Notices
The agreement shall be deemed to have been made in the Governing State and shall be interpreted in
accordance with the laws of the Governing State, Australia, and the parties submit to the non-
exclusive jurisdiction of that State's Courts, except to the extent that the laws of the Commonwealth
of Australia apply.
That in addition to any other means permitted by law, any documents, notifications or court
proceedings may be given or served upon the Customer, its successors and permitted assignees in the
same manner as any notice or document may be given under Part 8.5 of the PPSA and will be deemed
so given or served.
Privacy
I/We acknowledge, accept, consent and warrant that I/ we have obtained the consent of any person
whose personal information appears herein (if any) to the use of information in accordance with the
provisions of these terms.
The Company may use personal information contained in the application to obtain credit reports
containing consumer credit information and/or commercial credit information about the Applicant
from credit reporting agencies.
The Company may use such personal information and any information disclosed by credit reporting
agencies, in accordance with the Privacy Act 1988 (Cth), in assessing or enforcing the credit
application including with respect to delinquent accounts and in accordance with the Company's
privacy policy, as amended. Personal information may be disclosed to or between the Company's
related companies, contractors, other credit providers, finance providers, service providers and the
Company's risk insurers and debt collectors. The Company hereby gives notice in accordance with
Section 18E(8)(c) of the Privacy Act that any personal information which is permitted to be kept on a
credit information file might be disclosed to credit reporting agencies now or in the future. Upon
request, any person may gain access to his/her personal information.
Refunds
If you have paid us money under this agreement, but the agreement ends for any of the following
reasons before we install the System at your Premises, then when the agreement ends we will
promptly refund all of the money you have paid:
if we have not delivered and installed the System at the Premises within 4 weeks after the original
Target Date, and you choose to end the agreement under clause 20.7 ;
if we give you notice of a price increase under clause 18, and you choose to end the agreement in
accordance with clause 18.3 rather than accept the price increase; or
Grid Connection Approval is refused.
If any of the equipment quoted is unattainable and you do not agree to equipment of a similar quality
to be substituted
Price increases
Subject to clause 18.2 , we can increase the price of:
the System or any part of it;
the installation of the System; or
any other item specified in the Quote,
to cover any new or increased cost in selling and installing the System under this agreement.
We can only increase prices under clause 18.1 if:
it is reasonable to do so;
we are not prohibited by law from doing so; and
we give you written notice of the increase at least one week before the Target Date set out in the
Quote, or, if we have notified you of a new Target Date under clause 20.6 , that new Target Date.
If we give you notice of a price increase and you prefer to end this agreement rather than accept the
price increase, you can end the agreement in accordance with clause 18.4 and, if you do, we will give
you any refund required under clause 17.1(b) .
You can end this agreement under clause 18.3 by:
calling us on our telephone number as set out in the Quote; or
giving us written notice of this, by post or email,
before the Target Date set out in the Quote, or, if we have notified you of a new Target Date
under clause 20.6 , that new Target Date.
If we send you notice of a price increase and you do not end this agreement under clause 18.3 by the
relevant date, you will be taken to have agreed to the price increase.
Approvals
Grid Connection Approval
We will apply for Grid Connection Approval on your behalf. In doing this, we will:
make the application as soon as possible;
keep you updated on the progress of the application;
respond, within a reasonable timeframe, to any information or other requests from the distributor;
and
promptly give you notice of the outcome of the application.
Your purchase of the System is subject to Grid Connection Approval being granted.
If Grid Connection Approval is refused, then this agreement will end and we will give you any refund
required under clause 17.1(c) .
Other approvals
You are responsible for applying for and obtaining any other approvals, permits or consents required
in respect of the installation of the System at the Premises.
You must apply for these approvals, permits and consents as soon as possible.
The sale and installation of the System, and your and our other obligations under this agreement, are
not dependent on and will not be affected by whether and when you obtain these approvals, permits
and consents.
Delivery and installation
Delivery
Provided the conditions in clause 1.5 have been satisfied, we must, or must procure, the delivery of
the System to the Premises.
The risk of loss or theft of, or damage to, the System passes to you on delivery of the System to the
Premises.
Installation
Provided you have paid the Balance, we must install, or must procure the installation of, the System at
the Premises, in accordance with the Full System Design.
Target Date
We will use reasonable endeavours to deliver and install the System at the Premises on the Target
Date.
You agree, however, that:
the Target Date is only a target and not a strict deadline; and
we will not be liable to you if we fail to deliver and install the System at the Premises by the Target
Date.
We will notify you if we do not think we can deliver and install the System at the Premises by the
Target Date, and give you a new Target Date.
If we have not delivered and installed the System at the Premises within 4 weeks after the original
Target Date, you can end this agreement and, if you do, we will give you any refund required under
clause 17.1(a) .
Installation requirements
We (if we install the System) or our contractor (if we procure a contractor to install the System) must:
be a CEC-Accredited Installer; and
install the System in accordance with the Clean Energy Council Design and Install Guidelines and all
other requirements applicable to CEC-Accredited Installers.
After installation of the System, we will give you any certificate or similar document regarding the
electrical safety of the System which is required by law.
We will take every reasonable precaution in installing the System at the Premises. However, we will
not be liable in respect of:
the structural integrity of the roof;
the roof's ability to carry the weight of the System;
any effect installation of the System has on any roof manufacturer’s warranty; or
any damage to the roof or Premises which is not due to our negligence or breach of this agreement.
Accessing the Premises
You grant us permission to enter and remain at the Premises, and to have our contractors enter and
remain at the Premises, to:
conduct one or more site inspections, if we think this is necessary; and
deliver and install the System,
at any reasonable time, provided we give you at least 3 Business Days' notice of the proposed
access time.
You or your representative must be present at the Premises for any site inspection and for the
delivery and installation of the System.
You must:
ensure we and our contractors have convenient and safe access to all parts of the Premises necessary
to conduct any required site inspections or to deliver and install the System;
not hinder or obstruct this access; and
ensure the Premises, including its roof, supporting structures and electrical wiring, are sound and able
to accommodate installation of the System.
System maintenance
We must provide you with the Maintenance Documents.
It is your responsibility to maintain the System in accordance with these documents.
System performance and STCs
Site-Specific Performance Estimate
We have calculated the Site-Specific Performance Estimate for the System and your Premises in
accordance with the CEC System Design Guidelines.
STC Incentive
We have calculated the STC Incentive based on:
the maximum quantity of STCs that can be created in respect of the System under law, taking into
account the Site-Specific Performance Estimate; and
the monetary value of that quantity of STCs,
and deducted the STC Incentive from the System Price.
Assignment of STCs to us
You hereby assign to us all of your existing and future rights, title and interest in and to all STCs
created or able to be created in respect of the System.
You must do anything we reasonably request of you for the purpose of perfecting, confirming or
evidencing this assignment, including providing information and executing documents.
You warrant to us, when you accept the offer set out in the Quote and again on installation of the
System, that you have not previously created, or assigned the right to create, any STCs in respect of
the System or any other solar photovoltaic generating unit at the Premises.
Charging you the STC Incentive
If you do anything that:
obstructs or avoids the assignment under clause 23.3 ;
reduces the maximum quantity of STCs that can be created in respect of the System; or
renders the System ineligible for the creation of STCs,
then we can increase the Total Price by the amount of the STC Incentive, and you must pay us
the STC Incentive within 10 Business Days of us invoicing you for it.
Clause 18 does not apply to any increase of the Total Price increases under clause 23.6 , and you
cannot end the agreement as a result of a price increase, or refuse to accept it.
System guarantees
Subject to clause 24.2 , we guarantee:
our workmanship, and the workmanship of our contractors, in installing the System; and
the operation and performance of the System,
will be free from fault or defect for a period of 5 years commencing on the date the System is
installed (Guarantee Period), and we will repair any such default or defect notified to us
within the Guarantee Period, including by replacing all or part of the System where necessary,
within a reasonable timeframe at no cost to you.
The guarantee in clause 24.1 will not apply where:
the fault or defect is not notified to us within the Guarantee Period; or
the fault or defect is a result of:
something done by you or someone else, and not us or our contractors; or
something beyond human control that occurred after installation, e.g., an extreme weather event;
the System being misused, abused, neglected or damaged after installation;
the System being maintained other than in accordance with the Maintenance Documents; or
the System being repaired, modified, reinstalled or repositioned by anyone other than a service
technician approved by us in writing.
The guarantee in clause 24.1 is additional to any other guarantee or warranty you may have:
from the manufacturer of the System; or
under any applicable law, including the Australian Consumer Law,
although these other guarantees and warranties may not cover labour costs, travel costs and
delivery costs arising from a claim under these other guarantees and warranties. We will
notify you if this is the case, and tell you the costs payable. The costs will be payable in
advance.
During the Guarantee Period, we will provide reasonable assistance to you in making any guarantee or
warranty claim against the manufacturer of the System, including by acting as your liaison with the
manufacturer.
Complaints
Making a complaint
If you have a complaint relating to the System, its installation or this agreement generally, you can
make a complaint to us by:
calling us on our telephone number as set out in the Quote; or
giving us written notice of this, by post or email.
We will handle your complaint in accordance with our standard complaints procedures. If we have
volunteered to be bound by the CEC Solar Retailer Code of Conduct, then these procedures will
comply with that Code, and with the Australian Standard on Complaints Handling AS ISO 10002-2006.
If you are still not satisfied
If you are not satisfied with the outcome of your complaint, you can refer the complaint to with the
relevant Fair Trading or Consumer Affairs office in your state or territory, as follows:
ACT: Office of Regulatory Services
Phone: (02) 6207 3000
NSW: Fair Trading
Phone: 13 32 20
NT: Consumer Affairs
Phone: 1800 019 319
Qld: Office of Fair Trading
Phone: 13 74 68
SA: Consumer and Business Services
Phone: 13 18 82
Tas: Consumer Affairs and Fair Trading
Phone: 1300 654 499
Vic: Consumer Affairs
Phone: 1300 558 181
WA: Consumer Protection
Phone: 1300 304 054
Privacy
We will comply with all relevant privacy legislation in relation to your personal information.
If you have any questions in relation to privacy, you can contact us by:
calling us on our telephone number as set out in the Quote; or
giving us written notice of this, by post or email.
What happens if you fail to perform this agreement
If you:
fail to pay any amount when due; or
fail to perform your obligations in clause 21,
then we may suspend our performance of this agreement with immediate effect, and will give
you a notice asking you to make the required payment or perform the required obligation.
If you fail to make the required payment or perform the required obligation within one week after the
date of our notice, then we may end this agreement immediately by notice to you.
If we end this agreement under clause 27.2 , you must pay us any costs we incur as a result of ending
the agreement, and any costs we have already incurred in respect of the delivery or installation of the
System.
GST
All amounts specified in the Quote are inclusive of GST.
General
Notices
Any notice under this agreement must be in writing and signed by the sender or by an authorised
representative of the sender and sent to or left at the address of the addressee in the Schedule or, if
the addressee has previously notified the sender in writing of an alternative address for notices, that
alternative address.
If the delivery or receipt of a notice occurs on a day which is not a Business Day or at a time after 5.00
pm in the place of receipt, it is regarded as having been received at 9.00am on the following Business
Day.
Assignment and novation of the agreement
Neither party can assign its rights or novate its obligations under this agreement without the other
party's prior written consent, not to be unreasonably withheld or delayed.
Sub-contracting
We may sub-contract any of our obligations under this agreement to a third party, provided that:
if we sub-contract any obligations:
we will ensure the relevant sub-contractor is suitable and performs all sub-contracted obligations in
accordance with the requirements of this agreement;
we will continue to be liable to you for the performance of our obligations under this agreement, even
though we have sub-contracted one or more of those obligations; and
we will be liable to you for the acts and omissions of our sub-contractors, as if these acts and
omissions were our own; and
our obligations in relation to the design or installation of the System can only be sub-contracted to a
CEC-Accredited Installer.
Amendment of the agreement
This Agreement can only be amended in writing signed by both parties.
Waivers
A waiver in connection with this agreement is not valid or binding on the party granting that waiver
unless made in writing by that party.
Severance
Any term of this agreement which is or becomes invalid or unenforceable does not render the other
terms of the agreement invalid or unenforceable.
Governing law of the agreement and submission to jurisdiction
The laws of the State or Territory in which the Premises are located govern this agreement, and each
party irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there.
Meaning of capitalised terms in this agreement
Australian Consumer Law means the Australian Consumer Law as set out in Schedule 2 to the
Competition and Consumer Act 2010 (Cth).
Balance means the amount specified as such in the Quote, subject to any adjustment of this
amount in accordance with clause 18.1 or 23.6 .
Business Day means a day which is not a Saturday, Sunday or public holiday in the State or
Territory in which the Premises are located.
CEC-Accredited Installer means an installer of solar photovoltaic systems accredited in this
capacity by the Clean Energy Council under the Clean Energy Council Code of Conduct and
Accreditation Terms and Conditions.
CEC System Design Guidelines means the Clean Energy Council System Design Guidelines for
Accredited Designers.
Deposit means the amount specified as such in the Quote, subject to any adjustment of this
amount in accordance with clause 18.1 or 23.6 .
Full System Design includes the System design and specifications, proposed roof plan,
System orientation and tilt, expected efficiency and the Site-Specific Performance Estimate
calculations, as set out in Attachment 1.
Grid Connection Approval means approval from your electricity distributor for the connection
of the System to the electricity grid at the Premises.
GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999
(Cth).
Guarantee Period has the meaning given to it in clause 24.1
Maintenance Documents means the System maintenance documents listed in Attachment 2
to this agreement.
Premises mean the premises at the address specified in the Quote.
Privacy Act means the Privacy Act 1988 (Cth).
Quote means the document titled as such which forms part of this agreement and is attached
to the Terms and Conditions.
Site-Specific Performance Estimate means our site-specific estimate of the average daily
energy yield of the System for each month, in kWh, as set out in the Full System Design.
STC means a small-scale technology certificate created under the Renewable Energy
(Electricity) Act 2000 (Cth).
STC Incentive means the amount specified as such in the Quote.
System means the solar photovoltaic system and other equipment we are to deliver and
install at the Premises under this agreement, as described in the Full System Design.
System Price means the amount specified as such in the Quote.
Target Date means the date specified as such in the Quote, subject to any variation of that
date in accordance with clause 20.6 .
Total Price means the amount specified as such in the Quote.
