Specialists in Solar System design, installation & maintenance

OGDEN POWER PTY LTD – STANDARD TERMS AND CONDITIONS OF SALES/QUOTATIONS

ACCEPTANCE

Unless state otherwise in the quotation documents or unless previously withdrawn this quotation is open for a period of 30 days from the date of the tender. Acceptance after that date will not bind Ogden Power (OP) as to terms, delivery or cost quoted unless OP agrees in writing to be bound.

LIMITS OF CONTRACT

Any contract arising from acceptance of this tender will include only those goods, services, equipment, accessories and work that are specified in this tender and said contract will include these terms.

LIMITATION OF LIABILITY

Save for the death or personal injury, OP total liability whatsoever for any claim of the buyer shall in no event exceed $2500.00. Neither the buyer nor PP shall be liable to the other, whether by way of indemnity or for breach of contract or otherwise, for loss of contracts, loss of use, loss of profits or for any economic loss.

VARIATIONS OF WORK

Any variations to the work required by the buyer shall be specified in writing before the varied work is carried out. The cost of any variation (whether it be an addition or reduction of original scope of supply) shall be agreed between OP and the buyer, but if there is no agreement when the varied work is carried out, the OP charge out rates current at the time of performance of the varied work will be applicable. In all cases, the cost of any variation shall be for the buyer/client’s account.

For all work OP will specify a date by which full and final details of the buyer’s requirements must be advised. Variation after this date will be priced in accordance with the previous paragraph. OP shall be entitled to offset any cost incurred by OP.

TRANSIT INSURANCE

This quotation does not provide for any transit, war risk or any risk insurance and, unless otherwise agreed, it shall be the buyer’s responsibility to arrange insurance for the goods in transit or deliver on site as the risk of the goods will pass to the buyer once the buyer has been notified of the dispatch or the delivery of such goods.

In the event of compete loss of the goods during transit or storage on site, payment of the amount due to OP will be deemed to be due n the advice of such loss. In the event of any damage to the goods in transit or storage on site, such damage not being due to defective packing or negligence by OP, payment of the amount due to OP for the goods will be deemed due as if the goods are undamaged, the cost of repairing any damage being borne by the buyer. OP reserves the right to re-quote the price at which any replacement equipment will be supplied.

Where transit insurance cover has been obtained by OP at the request and cost of the buyer, OP must be advised of any claims for damage to the good within three (3) days of receipt of the goods by the buyer.

STORAGE

If in the case of goods ordered and not uplifted from OP premises or if no arrangements have been made to have these delivered within 14 days of notification of availability for despatch, or the buyer for some reason is unable to take delivery of goods, OP shall be entitled to arrange for the storage of the goods, either at its own premises or elsewhere, on the buyers behalf and all charges for storage and insurance shall be payable by the buyer upon demand being made by OP for those costs.

PASSING OF TITLE

Notwithstanding any period of credit, legal or beneficial ownership of any and all goods supplied, shall remain the property of OP until payment in full is made for them and for all other goods supplied by OP to the buyer/client.

If payment is overdue in whole or in part in respect of any of the goods supplied, OP may (without prejudice to any of its other rights) recover or resell them or any part of them (notwithstanding any reasonable incidental consequential loss or damage in the respect of goods, which have become constituents of other goods) and may enter upon buyers premises by its servants or agents for that purpose.

If the goods are sold

TERMS OF PAYMENT

Unless otherwise stated all prices are in AU$ currency. Prices are Nett or if discounts are agreed on in writing, payment in full shall be made to OP on or before the 20^th day of the month following the date of t invoices or process claim in respect of the goods or services.

Invoices exceeding 45 days will attract a 1.5% surcharge

Unless agreed as a lump sum contract, OP reserves the right during the course of the contract to submit claims for progress payments against work completed and value of materials to hand, up to a value of the contact price.

OP may submit its final claim of 10% as soon as the work is commissioned or ready for service ex OP works, a  bank guarantee will be issued where retention s applicable for a maximum of 12 months. No retention shall be made by the buyer unless specifically agreed to in the tender/quotation. Any change in the exchange rate quoted will be for the account of the buyer.

WARRANTY

OP will repair or replace (subject to point (c) of this clause) free of charge any goods or parts thereof, being of OP own manufacture, which are found to be defective by reason of faulty material, or workmanship, within 12 months of delivery to the buyer provided that:

(a)       The buyer submits complete warranty claims to OP about the alleged defect within 14 days of the defect becoming apparent,

(b)      of if the defect is not readily apparent, within 14 days of the date when the defect ought to have become apparent to the buyer and

(c)       The buyer returns the defective goods or part thereof to OP at the buyers’ expense.

Warranty shall not apply:

(a)       To goods not manufactured by OP , by supplied by OP the warranties of the related suppliers will come into force;

(b)      To goods altered or repaired by persons other than Op so as in Op sole judgment to adversity affect the goods

(c)       To goods which have been subjected to any imp0roper operations, use or storage.

If any case OP determines in its sole discretion that the nature of the defect precludes remedy by way of repairs or replacement of the goods or part there, OP reserves the right to satisfy its warranty obligation in full by refunding the purchase priced of the goods but in no event shall OPs liability under this warranty exceed the purchase price for the goods or part thereof.

INSTALLATION

Unless stated in this quotation no provision is made for the delivery, erection, installation or commission f these goods.

SALES TAX, GOODS AND SERVICE TAX

This quotation is exclusive of Sales Tax and Goods and Services Tax. It is also exclusive of any cost to OP resulting from legislation or regulation which may be brought into force during or after the submission of this quotation or during currency of any contract arising from the acceptance of it and such added cost to OP will be chargeable to the buyers account in addition to the price quoted.

IMPORT CONTROL

In the event of any contract relation to the sale or manufacture of goods requiring importations into Australia of any goods, then the contract is conditional upon the grant of the necessary licence to import such goods or parts thereof.

CUSTOMS DUTY

Customs duty is not included in this quotation/tender unless specified.

RECOVERY OF INCREASED/OTHER COSTS

Op shall be entitled to increase the  price of goods or services should any of the following events occur from the date of tender till invoiced

(a)       Any increase in costs due to the requirement to confirm to any Act of Parliament, Order of Council or any order regulation or by-law made with the statutory authority by Government Departments or by local bodies or other authorities.

(b)      Variation in rates of exchange, custom or other duties, insurance and freight charges or the imposition of any levy, surcharge, duty or tax affecting the goods or services,

(c)       Any adverse change in the availability or supply of material or goods

(d)      Any rise or fall in the cost of materials, labour, fuel and/or general overhead expenses.

The method of calculating increased costs in accordance with the above shall be in accordance with the escalation formula attached to this tender/quotation, but if no escalation formula is attached with this tender, the increased costs shall be calculated with reference to the following formula:

45% of the total contract price shall vary by one percentage point for every one percent point change in the ‘Wholesale Price Index” – subsection :Other Manufacturing Industries” as published by the Department of Statistics in the Index shall be the latest available at the date of this tender as published by the Department of Statistics.

55% of the total contract price shall vary by the same percentage as the percentage change in labour rates as specified in the Labour Cost Index

For the purpose of this paragraph the Base Index shall be the award rate ruling as at the date of this tender.

CANCELLATION/POSTPONEMENT CHARGES TO CONTRACT ARE AS FOLLOWS:

If a planned job is postponed or cancelled by the client within four (4) weeks of the schedule date, then the client shall pay for all costs incurred as if the job proceeded as planned.

PATENTS AND COPYRIGHT

OP reserves the right to all Technical and Commercial information provide and in no circumstances can these be disclosed or ceded to third parties.

The buyer warrants that any design, instructions, drawings, commercial or any information supplied by OP will only be used by the buyer and in no circumstances will these be disclosed to third parties. Reports and drawings supplied shall be in electronic format, hard copies will attract a surcharge.

FORCE MAJEURE

OP shall not be liable for failure to perform or complete any of its obligations hereunder due to any causes beyond the reasonable control of OP including but without limited the generality of the foregoing, prohibition or restriction on importing, refusing to issued import licence, governmental direction, strike, lockout, refusal to load, unload or handle goods, labour disputes, fire, flood, typhoon, tidal wave, landslide, lightening , explosion, Act of God, war, riot, terrorism, community ceremonies  or civil commotion.

LEGAL CONSTRUCTION

This contract shall in all respects be constructed in accordance with and be governed by the laws of Australia. Jurisdiction will be Alice Springs

DELIVERY

Items quoted shall be ex-store OP and all costs for delivery will be for the account of the buyer, unless otherwise stated in the quotation documents.

EXCLUSION

Any item not specifically mentioned in the quotation documents will be excluded and will be for the account of the buyer.

ARBITRATION

If at any time any question, dispute or difference shall arise between OP and the buyer upon, in relation to, or in connection with this quotation or any contract arising from this quotation, either party may give to the other notice in writing of the existence of such question, dispute or difference and the same shall thereupon be referred to the arbitration in Australia of a person to be mutually agreed upon, or failing to reach agreement within thirty (30) days of the receipt of such notice of some person appointed on the application of either party to the President of the Australian Institute of Engineers. The submission shall be deemed to be a submission to arbitrate within meaning of the terms of the commercial Arbitration Act 1986 and any amendment thereof.