Terms and Conditions of Trade.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Agreement means the terms and conditions contained herein, together with any quotation, order, invoice or other document expressed to be supplemental to this Agreement;

Customer means the person/s or entity ordering the Works as specified in any invoice, document or order, and if there is more than one Customer, it is a reference to each Customer jointly and severally, along with their executors, administrators, successors and permitted assigns;

Fees means the fees payable by the Customer to OGPP for Goods or Works, in accordance with this Agreement;

Goods means all goods and services supplied by OGPP to the Customer (and where the context permits, the term "Goods or Services" shall be interchangeable for the other);

OGPP means Off Grid Power Products Pty Ltd A.C.N 682 475 743, its successors and assigns or any person acting on behalf of and with the authority Off Grid Power Products Pty Ltd A.C.N 682 475 743;

Price means the Price payable for the Works as agreed between OGPP and the Customer in accordance with clause 4 below;

Quote means any document provided by OGPP containing a price for Goods or Works, including but not limited to tax invoices, electronic quotations, or handwritten quotations;

Works means all Works or Materials supplied by OGPP to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Works’ or ‘Materials’ shall be interchangeable for the other).

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

1.2.1 a reference to a person includes:

(a) a corporation and government body;

(b) that person’s legal representative, successors and assigns;

1.2.2 words importing the singular number or plural number include the plural number and singular number respectively;

1.2.3 words importing a gender include all genders;

1.2.4 lists, the term “including”, and similar words of illustration or example are not words of limitation;

1.2.5 rules of construction and interpretation will not apply to disadvantage a party simply because the party was responsible for drafting part or all of this Agreement;

1.2.6 where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;

1.2.7 reference to Acts and Statutes include all Acts and Statutes amending consolidating or replacing the Acts and Statutes referred to and all regulations by laws and ordinances issued under them; 

1.2.8 headings or marginal notes are for ease of reference only and do not form part of or affect the construction of this Agreement; 

1.2.9 if a party is identified as two or more persons then any agreements and undertakings on the part of either party will bind the, jointly and each of them severally;

2. BINDING NATURE

2.1 All orders placed with OGPP shall be subject to this Agreement. The Customer is taken to have accepted and is immediately bound, jointly and severally, by the terms and conditions in this Agreement, if the Customer places an order with OGPP for Goods or Works, signs any Quote, pays a deposit, provides instructions to OGPP to proceed with providing Goods or Works, or accepts delivery of any Goods or Works.

2.2 OGPP may, at any time, alter the terms and conditions set out in this Agreement and such altered terms and conditions shall apply immediately after notification by OGPP to the Customer. 

3. COMPLETION TIME

3.1 Any date or time quoted for delivery of Goods and/or completion of Works is indicative only and while OGPP will endeavour to complete the Works and/or provide the Goods by any specified date, failure to do so will not confer any right of cancellation or termination on the Customer's part or render OGPP liable for any loss or damage sustained by the Customer.

3.2 The Customer will not be relieved of any obligation to pay the Fees by reason of any delay in delivery or any strike, pandemic, unavailability of materials, accidents to machinery or equipment, fires, floods, storm or tempest, acts of God, restrictions or interventions imposed by any laws or government regulations, and any other cause beyond the control of OGPP.

3.3 OGPP will not be liable for any failure or delay in providing Goods or Works due to the circumstances set out in clause 3.2 above. 

4. TERMS OF PAYMENT

4.1 At OGPP's sole discretion, the Fees payable shall be either:

(a) the amount/s stated in tax invoices provided by the Contractor;

(b) the amount/s as at the date of delivery of the Goods or Works according to any price list maintained by OGPP; or

(c) the amount stated in any Quote provided by OGPP to the Customer.

4.2 If there is any error or omission in a Quote, OGPP reserves the right to change the pricing in the Quote. The Customer acknowledges that a Quote is an estimate only of the Fees payable to OGPP.

4.3 The Customer must pay the Fees to OGPP within fourteen (14) days of OGPP providing the Customer with a tax invoice for Goods or Works, or within such other time frame specified by OGPP. 

4.4 If the Customer fails to make payment in accordance with clause 4.3, OGPP shall be entitled to:

(a) require payment up front and in full before commencement of any further Works or the provision of further Goods;

(b) charge default interest at the rate of 10% per annum, calculated from the due date for payment  on a day to day basis on any monies due but unpaid; and

(c) cease any further Works for the Customer until such time as all monies owing are paid in full.

5. GOODS AND SERVICES TAX (GST)

5.1 Terms used in this clause 5 have the meaning given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5.2 Unless otherwise expressed the Fees have been fixed without regard to the impact of GST.

5.3 If GST is or becomes payable on a Taxable Supply made under or in connection with this Agreement, the party providing consideration for that Taxable Supply (recipient) must pay an additional amount equal to the GST payable on the Taxable Supply.

5.4 The additional amount payable under clause  5.3 must be paid at the same time as the consideration for the Taxable Supply or on the date which the party making the supply delivers a tax invoice (whichever is later).

6. TERMINATION

6.1 OGPP may terminate this Agreement if the Customer breaches any provision of this Agreement.

6.2 OGPP may also terminate this Agreement if the Customer being a natural person or persons commits an act of bankruptcy, or being a corporation has liquidators or administrators appointed, or enters into any composition arrangement with creditors.

6.3 Notwithstanding termination of this Agreement, the Customer is liable for payment of all Fees.

7. ASSIGNMENT

7.1 OGPP may assign or otherwise deal with the whole or any part of this Agreement without the prior written consent of the Customer.

7.2 The Customer cannot assign any warranty provided under this Agreement, or at Law, without the prior written consent of OGPP.

8. RETENTION OF TITLE

8.1 Notwithstanding delivery or installation of the Goods, title in the Goods shall remain with OGPP until the Customer has paid all Fees and other amounts owing, regardless of whether the Goods are acceded to or attached to any property of the Customer or a third party.

8.2 The Customer acknowledges that following delivery or installation, they are in possession of the Goods as a bailee for OGPP until such time as all Fees and other amounts owing have been paid in full. 

9. PERSONAL PROPERTY AND SECURITIES LAW

9.1 Terms used in this clause 10 have the meaning given to them in the Personal Property Securities Act 2009 (Cth).

9.2 The Customer acknowledges that OGPP (at their sole discretion) may register a Security Interest over any Personal Property, at any time prior to full payment of the Fees.

9.3 The Customer undertakes to do anything (such as obtaining consents and signing documents) which OGPP may require for the purposes of:- 

9.3.1 ensuring that OGPP's Security Interest is enforceable, perfected and otherwise effective under the PPSA; 

9.3.2 enabling OGPP to gain first priority for OGPP's Security Interest; and 

9.3.3 enabling OGPP to exercise rights in connection with OGPP's Security Interest. 

9.4 OGPP's rights under this Agreement are in addition to and not in substitution for OGPP's rights under other law (including the PPSA) and OGPP may choose whether to exercise rights under this Agreement and/or under such other law as OGPP sees fit. 

9.5 To the extent that Chapter 4 of the PPSA applies to any Security Interest under this Agreement, the following provisions of the PPSA are “contracted out” of this Agreement pursuant to s115 of the PPSA in respect all goods / Property to which that section can be applied:- 

9.5.1 section 95 (notice of removal of accession to the extent it requires CRM to give a notice to the Customer); 

9.5.2 section 96 (retention of accession); 

9.5.3 section 121(4) (notice to grantor); 

9.5.4 section 125 (obligations to dispose of or retain collateral); 

9.5.5 section 130 (notice of disposal to the extent it requires CRM to give a notice to the Customer); 

9.5.6 section 129(2) and 129(3); 

9.5.7 section 132(3)(d) (contents of statement of account after disposal); 

9.5.8 section 132(4) (statement of account if no disposal); 

9.5.9 section 135 (notice of retention); 

9.5.10 section 142 (redemption of collateral); and 

9.5.11 section 143 (re-instatement of security agreement). 

9.6 The Customer waives their rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPSA. 

9.7 OGPP and the Customer agree not to disclose information of the kind that can be requested under section 275(1) of the PPSA. The Customer must do everything necessary on their part to ensure that section 275(6)(a) of the PPSA continues to apply. The agreement in this sub-clause is made solely for the purpose of allowing to OGPP the benefit of section 275 (6)(a) and OGPP shall not be liable to pay damages or any other compensation or be subject to injunction in respect of any actual or threatened breach of this sub-clause. 

9.8 To assure performance of the Customer's obligations under this Agreement, the Customer hereby gives OGPP an irrevocable power of attorney to do anything OGPP considers the Customer should do under this Agreement. 

9.9 OGPP may recover from the Customer the cost of doing anything under this clause 10, including registration fees. 

9.10 The Customer must not sell, assign, sub-let, lend, pledge, mortgage, let on hire or otherwise deal with or part with possession of the Goods or any individual item or part of an item without OGPP's prior written consent.

10. WARRANTY

10.1 Warranties pursuant to this agreement, and at Law, are only given on the basis that the Customer complies, at all times, with the User Manual provided with the product / works.

10.2 OGPP warrants that the batteries sold under this agreement are free from defects in material and workmanship under normal use and service for a period of five (5) years from the date of purchase ("Warranty Period") . 

1.2 This limited warranty is provided solely to the original purchaser and is not assignable, subject to clause 7 of the terms and conditions.

10.3 This warranty does not cover any defects or damages resulting from: 

10.3.1 Improper installation, maintenance, or use of the batteries ;

10.3.2 Use of the batteries in applications for which they were not intended 

10.3.3 Unauthorized modifications or repairs ; 

10.3.4 Normal wear and tear ; 

10.3.5 Accidents, misuse, or abuse ;

10.3.6 Exposure to extreme environmental conditions, including but not limited to, excessive heat, cold, or moisture.

10.4 To make a warranty claim, the Customer must notify OGPP in writing within the Warranty Period, providing details of the defect and proof of purchase . 

10.5 OGPP reserves the right to inspect the batteries and determine the validity of the warranty claim . 

10.6 If OGPP determines that the warranty claim is valid, OGPP will, at its option, repair or replace the defective batteries or refund the purchase price. 

10.7 Any repaired or replaced batteries will be warranted for the remainder of the original Warranty Period.

10.8 OGPP’s liability under this warranty is limited to the repair, replacement, or refund of the defective batteries as provided herein. 

10.9 OGPP shall not be liable for any indirect, incidental, or consequential damages arising out of or in connection with the use or performance of the batteries, including but not limited to loss of profits, business interruption, or loss of data.

10.10 This warranty is the sole and exclusive remedy of the Customer and is in lieu of all other warranties, express or implied, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose.

11. RISK

11.1 Risk in the Goods passes to the Customer immediately upon delivery or collection of the Goods to or by the Customer.

12. CUSTOMER'S ACKNOWLEDGEMENTS 

12.1 OGPP accepts no liability for the visual presentation or noise level of Goods.

13. SEVERABILITY

13.1 If anything in this Agreement is unenforceable, illegal or void then it is severed, and the rest of this Agreement remains in force.

14. ENTIRE UNDERSTANDING

14.1 This Agreement:

14.1.1 is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and

14.1.2 supersedes any prior agreement or understanding on anything connected with that subject matter.

14.2 Each party has entered into this Agreement without relying on any representation by any other party or any person purporting to represent that party.

15. VARIATION

15.1 An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.

16. WAIVER AND VARIATIONS

16.1 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.

16.2 The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.

16.3 A waiver or variation is not effective unless it is in writing.

16.4 Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

17. RELEASE

17.1 OGPP will not be responsible for any loss, damage or injury which the Customer may suffer whether caused by OGPP's negligence or any other cause. To the extent permissible by the law, OGPP excludes all warranties and conditions implied by any statute or common law with respect to the Goods or Works provided to the Customer. Where liability cannot be excluded but may be limited, OGPP's liability to the Customer is limited, at OGPP's election, to the supply of the Works again or the cost of having the Works performed again (at OGPP's election).

18. INDEMNITY

18.1 The Customer indemnifies OGPP against all claims, demands, actions, proceedings or prosecutions whatsoever which may be made, brought, commenced or prosecuted against OGPP in respect of and in connection to the Works.

19. NOTICES

19.1 A party may send a notice in connection with this Agreement by hand delivery, prepaid post or electronic mail to another party at the address of, or in such other way as, the receiving party may have last notified each other party in writing.

19.2 A notice is deemed to be received:

19.2.1 if delivered in person, when delivered;

19.2.2 if sent by prepaid post, on the second business day after the date of posting;

19.2.3 electronic mail, when:

(a) the message has been delivered to and is capable of being retrieved from the electronic mailing address of the addressee; and

(b) the addressee has become aware that the message has been sent to that electronic mailing address.

20. NON-MERGER

20.1 The rights and obligations of the parties in respect of the covenants, warranties, and representations contained in this Agreement will not merge but survive termination, completion or assignment of this Agreement.

21. FURTHER ASSURANCES

21.1 Each party must, at its own expense, do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it, including but not limited to the execution of documents.

22. GOVERNING LAW

22.1 This Agreement shall be construed and take effect in accordance with, and shall be governed by, the law in force in Queensland.

22.2 Each of the parties submits to the jurisdiction of the courts of the state of Queensland and the Commonwealth of Australia.