Our agreement with you is set out in the Quotation and these terms and conditions (Terms). You should review these Terms carefully to ensure that you understand them. These Terms may be updated by us from time to time and posted on the following website www.primeenergyplus.com.au.

In these Terms, ‘us’, ‘we’ and ‘our’ means Prime Energy Plus (ACN 634 795 083) as trustee for the Dauginas Family Trust (ABN 46 794 349 098).

1. Definitions and interpretation

1.1 Definitions

Additional Costs has the meaning given in clause 4.1(b);

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise;

Consequential Loss means any:

(a) loss of business, generation or production; or

(b) loss of actual or anticipated profit or revenue;

Default Rate means a rate of [5%] per annum;

Deposit means the deposit sum, as specified in the Quotation, which is payable on acceptance of the Quotation;

Final Payment means the total amount due and payable to us in connection with the performance of the Works for any given Installation, including any Additional Costs;

GST means the goods and services tax imposed under the GST Law;

GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Installation means the standard installation, alteration or addition of a System;

Loss means any cost, expense, loss, damage, claim, action, proceeding or other liability (whether in contract, tort or otherwise), however arising (whether or not presently ascertained, immediate, future or contingent) and includes legal costs on a full indemnity basis;

Owner means the registered proprietor of the Premise, including any co-owner(s);

Personal Property Securities Act or PPSA means the Personal Property Securities Act 2009 (Cth);

Premises means the premises on which the Installation is to take place;

Price means the price, as set out in the Quotation, at which we agree to perform the Works;

Products means the System and all fixtures, fittings, plant and equipment used during the Installation;

Quotation means the quotation provided by us to you for a given Installation;

Security Interest has the meaning given in the PPSA;

System means the PV energy system (including all parts, components and interconnections) agreed to be installed by us at the Premises, as detailed in the Quotation; and

Works means all works to be undertaken by us in connection with an Installation.

2. Quotation

2.1 Acceptance of Quotation

Your acceptance of the Quotation may be evidenced by any one or more of the following mechanisms:

(a) by signing the Quotation, where indicated;

(b) by acknowledging your acceptance of the Quotation in writing to us; or

(c) by engaging us to undertake the Installation.

2.2 Information provided in Quotation

(a) You acknowledge and agree that all information provided by you in connection with the Quotation is true and correct.

(b) You acknowledge that the Price is based on information supplied by you in connection with the Quotation. If we incur any costs as a result of this information provided by you being false, misleading or otherwise incorrect, you agree that such costs may form part of the Additional Costs.

2.3 Cooling off

(a) You may elect not to proceed with the Installation by providing written notice to us within 10 business days of accepting the Quotation and before we commence Works.

(b) If we are notified that you do not wish to proceed with the Installation in the period specified in clause 2.3(a), then, provided we have not commenced any Works, you will be entitled to a refund of the Deposit.

3. Consents and access

3.1 Consent

You confirm that you are the Owner (or you are authorised to act on behalf of the Owner) and you consent to the Installation and all Works in connection with the Installation.

3.2 Access to the Premises

(a) You confirm that we (including our officers, employees, agents and sub-contractors) will be entitled to access the Premises all reasonable times required by us to perform the Works.

(b) If any additional costs are incurred by us as a result of:

(1) our inability to access the Premises; or

(2) there being no uninterrupted electricity supply at the Premises,

such costs will form part of the Additional Costs.

3.3 Authorities

(a) You confirm that you have obtained all necessary approvals, consents, permits, licences or other authorities from any properly constituted government, semi-government or local government authority, commission, court, tribunal or agency in connection with the Installation.

(b) You will, on demand, indemnify us for any Loss incurred by us as a result of your failure to obtain any relevant authority, as described in clause 3.3(a), above.

3.4 Approvals

You acknowledge that the Installation may be subject to approval processes with your Network Service Provider (as defined in the National Electricity (South Australia) Act 1996) (including Small Embedded Generator approval). You agree to provide us with any information necessary to obtain such approval(s) on your behalf.

4. Pricing and payment

4.1 Installation charges

(a) The Price is provided as an estimate based on our understanding of the relevant Installation.

(b) If, prior to, or during the course of, performing the Works, it becomes apparent to us that additional costs may be or will be incurred by us in connection with the Installation (Additional Costs), you will be notified of any such costs as soon as reasonably practicable.

(c) If any works associated with Additional Costs involve the output of labour by Prime Energy Plus, such Additional Costs will be calculated at the following GST exclusive hourly rates:

(1) for a qualified electrician, $110 per hour; and

(2) for an apprentice, $80 per hour.

(d) Any Additional Costs reasonably incurred by us will form part of the Final Payment.

(e) To avoid doubt and without limiting this clause 4.1, Additional Costs will include costs arising as a result of :

(1) theft of the Products; or

(2) revisiting a Premise to undertake Works for reasons beyond our reasonable control (for example, where we have not been given access to a Premise in accordance with clause 3.2).

4.2 Payment

You acknowledge and agree:

(a) to pay us the Deposit upon accepting the Quotation; and

(b) to pay us an amount totalling the Final Payment, which is due and payable to us within 14 days of completion of the Works for the Installation.

4.3 Late payment

Where any portion of the Final Payment is not paid to us when due and payable under clause 4.2, we will be entitled to interest on that unpaid portion at the Default Rate.

4.4 Deductions

The deduction of any rebate amount outlined in the Quotation is dependent upon your eligibility in respect of, and acceptance of, the relevant scheme under which the rebate arises.

5. Small-Scale Technology Certificates

5.1 Application and authorisation

(a) You assign all rights you have to create, sign up and apply for Small-Scale Technology Certificates (STCs) and you authorise us to create, sign up and apply for and retain STCs and you agree that we may trade or receive payment for these STCs on your behalf.

(b) You agree to provide us all information that is required for an application for STCs and you agree that we may sign any and all documents authorising the creation of STCs on your behalf.

(c) You acknowledge that we have discounted the value of the System based on the current tradable value of the STCs and this is reflected in the Price.

(d) If, for any reason after the Quotation has been accepted by you, the STCs (or any rebates or payments in connection with the STCs) are not, or will not, be available to us, you agree that any additional costs incurred by us as a result of such STCs (or rebates or payments in connection with the STCs) not being available will form part of the Additional Costs.

5.2 Variation in STCs

If, for any reason, the Installation is has not commenced for a period of three (3) months from the date the Quotation is accepted, and the value of the STCs varies from the value disclosed on the Quotation by an amount that is greater than five (5) per cent of that value, you agree that such amount will form part of the Additional Costs.

6. Installation

6.1 Installation of the System

We agree that all Works will be carried out by duly trained, licenced and A-class qualified electrician. Where applicable, any tradespersons will be accredited to carry out any relevant Works by the Clean Energy Council.

6.2 Workmanship warranty

(a) We agree to carry out the Works:

(1) with due care and skill;

(2) in accordance with these Terms; and

(3) in accordance with all relevant laws and standards.

(b) Subject to clause 6.2(d), all materials, fixtures and fittings installed by us carry a ten (10) year workmanship warranty (Warranty) from the date of Installation (Warranty Period).

(c) If, during the Warranty Period, a defect in workmanship is discovered, we will repair the defect.

(d) The Warranty does not extend to:

(1) a defect in connection with the System; or

(2) Products that have been:

(A) subject to fair wear and tear;

(B) subject to improper use, misuse, neglect, damage or negligence;

(C) improperly handled, cared for, or maintained;

(D) altered or modified in any way; or

(E) used in a manner other than as recommended by us or the manufacturer of the Products.

(e) Nothing in this clause 6.2 limits your protections under the Australian Consumer Law or any manufacturers warranty in connection with the System.

6.3 Timing

(a) We agree to use our reasonable endeavours to carry out the Works within a reasonable timeframe.

(b) We will not be liable for any failure to perform, or delay in performance of, the Works caused by any event beyond our reasonable control, including:

(1) any weather or climactic conditions or acts of god at or near the Premises which makes it unsafe or difficult to undertake the Works;

(2) your failure to obtain any relevant approvals or consents in accordance with clause 2;

(3) any pandemic or epidemic identified by a World Health Organisation declaration including any related quarantine or restriction by order of any government agency or otherwise directed by any government agency; and

(4) any other event or circumstance which makes it unsafe or impractical to undertake the Works.

(c) All of our obligations under these Terms will be suspended for the period that any event or circumstance described in clause 6.3(b) subsists.

7. Representations and warranties

7.1 General Warranties

You represent and warrant that:

(a) your acceptance of the Quotation will not breach any document or law or violate the terms of any constituent document, including the terms of any trust deed; and

(b) you do not require the consent of any third person to enter into an agreement with us for the Installation;

(c) the Premises is structurally sound in accordance with all relevant laws;

(d) you hold all relevant licences, authorities and approvals to accept a Quotation.

8. Liability

8.1 Indemnity for third party Claims

(a) You will, on demand, indemnify us and each of our respective officers, employees, agents and sub-contractors (each an Indemnified Person) from and against any and all Loss which may be suffered or incurred by an Indemnified Person to the extent such Loss arises from a Claim against such Indemnified Person by a third party (including the owner of a Premises) in relation to any Works undertaken by us, provided such Works are undertaken in accordance with these Terms.

(b) You agree that we hold the benefit of the indemnity in clause 8.1(a) for our own benefit and for the benefit of each other Indemnified Person and we may enforce the indemnity in relation to any Loss suffered or incurred by an Indemnified Person as though the Loss was suffered or incurred by us.

8.2 Limitation of liability

Despite any other provision of these Terms, but subject to clause 6.2, our liability (and the liability of each of our respective officers, employees, agents and sub-contractors) for any Claim in connection with the Works:

(a) is limited to the amount equal to the Final Payment for any given Installation;

(b) excludes any liability for Consequential Loss; and

(c) is reduced to the extent that the Contractor or its respective officers, employees, agents and sub-contractors contributed to the Claim.

9. GST

9.1 Definitions

Capitalised terms used in this Clause 9 that are not otherwise defined in these Terms, have the same meaning as in the GST Law.

9.2 GST Gross Up

(a) All amounts payable in connection with the Installation are exclusive of GST, unless otherwise stated.

(b) If a party (the “Supplier”) is required to pay GST in respect of a supply in connection with these Terms to the other party (the “Recipient”):

(1) the Supplier must provide a valid Tax Invoice to the Recipient; and

(2) the Recipient must pay the Supplier an additional amount equal to the GST.

10. Retention of Title

10.1 Title to Products

You acknowledge that:

(a) the risk of loss of, or damage to, the Products will pass to you on Installation;

(b) title to any Products Installed at a Premises will not pass to you until you have paid all amounts that you owe to us in connection with the Installation in full;

(c) we do not consent to you selling or otherwise disposing of the Products prior to title passing to you in accordance with clause 10.1(b); and

(d) you grant us and our representatives an irrevocable licence to enter the Premises for the purpose of seizing or otherwise enforcing our rights in respect of Products under these Terms and you indemnify us against any Claims arising as a result of us exercising those rights. If we seize or retake possession of any Products, we may deal with them as we think fit.

11. Personal Property Securities Act

11.1 Security Interest

If we determine that these Terms or the agreement contemplated by these Terms is or contains a Security Interest in favour of us, you agree to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which is reasonably requested by us and which is reasonably necessary for the purposes of:

(a) ensuring that the Security Interest is enforceable, perfected (including, where possible, by control in addition to registration) and otherwise effective;

(b) enabling us to apply for any registration, or give any notification, in connection with the Security Interest so that the Security Interest has the priority required by us, including registration under the PPSA; and

(c) enabling us to exercise rights in connection with the Security Interest.

11.2 Specific obligations

You acknowledge and agree that:

(a) you grant us a Security Interest (being a first-ranking fixed charge) in any interest you have in any Products (and any proceeds of the Products) that have been Installed at a Premises; and

(b) the Security Interest described in 11.2(a), above, is a “Purchase Money Security Interest” as defined in the PPSA, to the extent that it secures payment of all or part of the purchase price for particular Products.

11.3 Contracting out

You agree to contract out of the paragraphs, sections, sub sections and divisions of the PPSA referred to in paragraphs (a) to (r) of Section 115(1) of the PPSA, and such paragraphs, sections, sub sections and divisions of the PPSA do not apply to these Terms or the transactions contemplated under these Terms.

12. General

12.1 Notices

A notice or other communication that is required to be given in accordance with these Terms shall be taken to have been received one business day after it is emailed to the receiving party.

12.2 Certificate

We may give you a certificate about an amount payable or other matter in connection with the Installation. The certificate is sufficient evidence of the amount or matter, unless it is proved to be incorrect.

12.3 Governing Law

These Terms are governed by the laws in force in the State of South Australia and the parties submit to the non-exclusive jurisdiction of the courts in South Australia.

12.4 Indemnities

Unless expressly provided otherwise:

(a) each indemnity in these Terms is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration of the agreement contemplated by these Terms;

(b) it is not necessary for a party to incur expense or make any payment before enforcing a right of indemnity conferred by these Terms; and

(c) the making of a claim by a party under an indemnity contained in these Terms in respect of a particular event does not preclude that party from subsequently making further claims under that indemnity in respect of any further loss arising out of the same event for which it has not previously been indemnified.

12.5 Severability

If a clause or a part of these Terms is found to be invalid or unenforceable (weather in respect of a party or generally), it will be severed from these Terms and the agreement contemplated by these Terms will otherwise continue in force.