Home LED Lighting T&Cs and Warranties

LED Lighting T&Cs and Warranties

This page includes the Shine On terms and conditions of sale and our service and product warranties for LED lighting.

If you need to lodge a warranty, please download and fill out this form and return to warranty@shine-on.com.au

LED Lighting Terms and Conditions

1. Definitions

In these Terms:

Agreement means the agreement between the Company and the Customer for the provision of the Offering comprising:

  • the Order;
  • these Terms; and
  • any Quotation.

Amendments has the meaning set out in clause 22.3.

Base Works means the works or structures in or upon which the Offering will be based, carried out, (but which are not part of the Offering) or which are otherwise relevant to the Offering or the Company’s ability to supply the Offering in compliance with the Agreement.

Company means:

a. for Offerings provided or delivered within Australia, Home Green Pty Ltd (ACN 137 168 033) t/a Shine On Energy; or

b. for Offerings provided or delivered within New Zealand, Shine On NZ Ltd (NZBN 9429050856589)

as the case may be.

Consequential Loss means loss or damage which does not flow directly and naturally from the relevant breach or circumstances and includes:

a. any loss of profits or revenue, loss of sales, loss of business or agreements, loss of use of the equipment or any associated equipment, facilities or services downtime costs, loss of goodwill, loss of or wasted management of staff time or loss of anticipated savings; and

b. any special, consequential or indirect loss or damages (even if the Customer advises the Company of any special circumstances).

Contamination means hazardous chemicals or substances or contamination of any kind including but not limited to Polychlorinated Biphenyls (PCB), asbestos-containing materials (ACM) or other contaminated material.

Customer means the customer (or any person acting on behalf of and with the authority of the customer) as described in any Order or Quotation, including their successors or permitted assigns.

Dispute means a dispute between the parties which has arisen in connection with the subject matter or interpretation of the Agreement, including a dispute concerning a claim in tort, under statute, or on any other basis in law or equity available under the law governing the Agreement.

Dispute Notice has the meaning set out in clause 20.1.

Encumbrance includes any mortgage, charge, lien, restriction against transfer, pledge, trust, power, profit a prendre, easement, deposit, hypothecation, arrangement for retention of title, encumbrance and any other security interest, whether registered on the PPSR or not, including a right, interest, power or arrangement in relation to an asset which provides security for the payment or satisfaction of a debt, obligation or liability.

Force Majeure Event means an event of force majeure as defined at law, and includes an event beyond the Company’s reasonable control which prevents the performance of its obligations under the Agreement, such as (but is not limited to):

a. causes resulting in the Company being unable to obtain necessary labour, materials components or manufacturing facilities;

b. acts of God, acts of the Customer, acts of civil or military authority, priorities, fire, strikes or other labour disturbances, floods, cyclones, epidemics, war, riots, delays in transport or car shortages;

c. epidemic, pandemic, or quarantine by order of any authority or any other event that is a public health risk as defined by the International Health Regulations published by the World Health Organization; or

d. a state of disaster or state of emergency is declared, an evacuation order (or equivalent) is issued by an authority, or any other act of or declaration by the government made in respect of the events described in (a), (b), or (c) above.

Government Authority means a government or governmental, semi‑governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

Government Scheme means an approved State or Federal program pursuant to which commercial lighting can be installed and under which the Customer will benefit either in the form of a tradable certificate or a direct financial benefit. The Government Schemes include:

a. the Victorian Energy Upgrades (VEU) in Victoria;

b. the Energy Savings Scheme (ESS) in New South Wales;

c. the Home Energy Efficiency Retrofits (HEER) in New South Wales;

d. the Retailer Energy Productivity Scheme (REPS) in South Australia;

e. the Emissions Reduction Fund (ERF) in Western Australia, Queensland, Northern Territory, Tasmania;

f. the Energy Efficiency Improvement Scheme (EEIS) in Australian Capital Territory; and

g. other relevant government energy efficient schemes that may become available from time to time.

GST means goods and services tax under the GST Act.

GST Act means:

  • A New Tax System (Goods and Services Tax) Act 1999 (Cth); or
  • Goods and Services Tax Axt 1985 (NZ)

as the case may be.

Intellectual Property means any intellectual or industrial property whether protected by statute, at common law or in equity, including any trade mark, patent, invention, copyright, or design right (whether or not registered or registrable), in any design, specification, process, technique, software, know how, trade secret, technical information, financial information, business method and confidential information.

Legislation includes:

a. Acts of Parliament, Ordinances, regulations, by-laws, orders, awards, policies, instruments and proclamations of the jurisdiction where an Offering is supplied;

b. certificates, licences, consents, permits, (including without limitation planning and building permits), approvals, directions, notices and requirements of any Government Authority and organisations having jurisdiction in connection with the supplying of the Offering;

c. standards, codes and guidelines which have the force of law of the jurisdiction where the Offering will be supplied or the Commonwealth of Australia

as amended, replaced or updated from time to time or that come into effect whether before or after the date of this Agreement.

Loss means any loss (including but not limited to direct loss, indirect loss, consequential loss, loss of anticipated profits or loss of business opportunity or both loss of anticipated profits and loss of business), liability, damage (including but not limited to any damages or compensation or any damage to reputation and damage to property), cost or expense (including legal costs on a full indemnity basis) of whatever kind and however it arises.

Mandatory Warranty has the meaning set out in clause 13.8.

Materials has the meaning set out in clause 16.1.

Offering means the Products and/or Services set out in the Quotation by the Company or described in an Order. Where there is an inconsistency between the Quotation and the Order, the Quotation description shall prevail to the extent of the inconsistency.

Order means any purchase order, work order, work authorisation or any other form of communication (whether oral or written) by the Customer requesting for the supply of the Offering by the Company.

Personal Property has the meaning set out in the PPSA.

PPSA means:

  • the Personal Property Securities Act 2009 (Cth); or
  • the Personal Property Securities Act 1999 (NZ)

as may be amended or replaced from time to time.  Reference to any part or section of PPSA in this document is a reference to the relevant part or section in the Personal Property Securities Act 2009 (Cth). Further, any reference to any particular part or section of the Personal Property Securities Act 2009 (Cth) shall be taken to refer to the equivalent part or section of the Personal Property Securities Act 1999 (NZ).

PPSR means the Personal Property Securities Register established under the applicable PPSA.

Preconditions means the conditions precedent which must be fulfilled by the Customer to the satisfaction of the Company before the supply of the Offering by the Company, attached to these Terms as Annexure A.

Price means the price payable by the Customer for the Products or Services in accordance with clause 3.1.

Products means equipment, goods, materials, parts or products described in an Order or a Quotation (as the case may be).

Quotation means any quotation provided by the Company to the Customer in respect of an Order.

Related Bodies Corporate is as defined in Section 9 of the Corporations Act 2001 (Cth) or has the same meaning as “related company” as defined in Section 2 of the Companies Act 1993 (NZ) (as may be amended or replaced from time to time), as applicable.

Security Agreement has the meaning as set out in clause 12.1.

Security Interest has the meaning set out in section 10 of PPSA.

Services means all services as described in an Order or a Quotation (as the case may be).

Site meansthe site or premises where an Offering is supplied.

Site Condition means all conditions and characteristics of the Site and its surrounds, including but not limited to:

a. the condition of any existing building or other structure on, above, below or near the Site including partially completed structures, concrete cracking and spalling and condition of the Base Work;

b. surface and sub-surface conditions and geology or other materials encountered at the Site;

c. any Contamination;

d. matters affecting the safe disposal, handling and storage of any material or equipment;

e. location, availability and condition of facilities, utilities, systems and services including water, power, gas and sewerage services;

f. any site condition set out in the Preconditions;

g. any other matters in relation to the Site which may affect the Company’s supply of the Offering.

Tax means a tax, levy, charge, impost, fee, deduction, withholding or duty of any nature, including, without limitation, stamp and transaction duty or any goods and services tax (including GST), value added tax or consumption tax, which is imposed or collected by a Government Authority, including any interest, fine, penalty, charge, fee, statutory amount or other amount imposed in addition to those amounts.

Terms means these Standard Terms and Conditions of Sale as amended from time to time.

Warranty has the meaning set out in clause 13.1.

Warranty Period means:

a. in the case of the Products, the manufacturer’s warranty of the Products as set out in relevant product specification sheet or the product warranty documents (as the case may be); or

b. in the case of the Services, the period as set out in the Warranty Statement.

Warranty Statement means the warranty statement applicable on the Services, as set out in Annexure B.

Wholesale Price means the price charged by the Company to a wholesaler of Products on supply only basis (which is lower than the retail price charged by the Company to a retailer/end consumer).

2. Agreement

2.1 These Terms apply to and form part of the Agreement between the Company and the Customer. They supersede any previously issued terms and conditions of sale.

2.2 Acceptance by the Company to provide the Products and/or the Services in any Order issued by the Customer constitutes the formation of the agreement between the Company and the Customer and is expressly subject to and conditional upon the terms of this Agreement (including these Terms).

2.3 Subject to clause 2.2, any Order for, or any statement of intent to purchase any Offering, payment of deposit, or any direction to proceed with any work, procurement or delivery of such Offering, shall constitute acceptance of these Terms by the Customer and a representation that the Customer is solvent.

2.4 The Customer acknowledges and accepts that any additional or different terms and conditions to these Terms provided by the Customer are not accepted by the Company and shall not be effective or binding on the Company unless expressly agreed to by the Company’s authorised representative in writing.

2.5 The Customer acknowledges and agrees that it may only deal with the authorised officers or directors of the Company (who are the only persons authorised to make any representations, statements or conditions or bind the Company to any agreement). 

3. Price

3.1 The Customer must pay the Price to the Company based on the Quotation sent by the Company and accepted by the Customer.

3.2 Any Price quoted by the Company is based on the costs of labour, materials and statutory obligations applicable at the date of the Quotation. The Price quoted on the Quotation shall be valid for the period stated in the Quotation. After the period stated in the Quotation has expired, the Company is no longer bound by the Quotation and may issue a new Quotation with a new Price for the Customer’s acceptance.

3.3 Notwithstanding clause 3.1, if there is any increase in the cost of the supply of the Products or the delivery of the Services due to:

a. an increase in costs including costs of labour, materials and cost of compliance with statutory obligations; or

b. a change in Legislation; or

c. a change in any assessment or other criteria (such as a baseline assessment) under an approved Government Scheme (if the Customer is an eligible participant) such that it impacts the Pricing of the Offering any time prior to the date of supply of the Products and the delivery of the Services,

such increase in costs, subject to clause 3.4, shall be borne by the Customer.

3.4 If the Company wishes to increase the Price due to reason set out in clause 3.3, it will notify the Customer by giving 14 days’ notice in writing.  If the Customer does not accept the increase in Price, it may cancel the Order without penalty if such cancellation is made within 7 days from the date the Customer receives the notice of change in Price.

3.5 The Company shall be entitled to charge its reasonable additional costs and fees for all delays caused as a result of the Company obeying any instructions given by the Customer or the Customer not fulfilling its obligations under the Agreement.

3.6 If the Customer is an eligible participant under an approved Government Scheme, the Price payable by the Company is a subsidised rate. To be entitled to the subsidised rate, the Customer must comply with and satisfy all Preconditions before it is entitled to pay the subsidised rate.

3.7 In the event the Customer fails to comply with any of the Preconditions, the Customer agrees and accepts that:

a. it will not be eligible for a subsidy; and

b. it will not be eligible to any benefit from any applicable Government Scheme; AND

c. it will be required to pay for the Wholesale Price for the Products (not the subsidised rate under an applicable Government Scheme) and full costs of the installations performed by the Company;

d. where it has requested to keep any Products which have been delivered to its premises, it will pay for the Wholesale Price for those Products (not the subsidised rate under an applicable Government Scheme).

4. Preconditions

4.1 The Customer undertakes to ensure that all the Preconditions are fulfilled to the Company’s satisfaction prior to the supply of the Offering.

4.2 The Customer accepts that the Company will not be obliged to supply any Offering until all Preconditions have been satisfied at the Company’s absolute discretion.

4.3 The Customer acknowledges and agrees that if any of the Preconditions is not met, to the extent permitted by law, the Company shall not be responsible or liable for any claims arising from or in connection with:

a. any fault or defect in the Products;

b. non-performance of the Products; or

c. any delay in supplying of the Offering.

4.4 The Customer shall indemnify the Company and hold the Company harmless from and against any and all Loss arising from or in connection with events set out in clause 4.3(a) – 4.3(c) caused by the Customer’s failure to meet the Preconditions.

5. GST and other taxes

5.1 The Price is exclusive of GST. The Customer must pay the Company an additional amount for any GST payable in respect of any taxable supply made under or in connection with the Agreement, on receipt of a tax invoice in respect of that taxable supply provided by the Company.

5.2 If there is an adjustment event in relation to the taxable supply:

a. the Company must refund to the Customer the amount by which the GST paid by the Customer pursuant to clause 5.1 exceeds the adjusted GST on the taxable supply; or

b. the Customer must pay to the Company the amount by which the adjusted GST on the taxable supply exceeds the amount of GST paid by the Customer pursuant to clause 5.1.

5.3 Any other Taxes levied by any Government Authority in connection with the Agreement shall be paid directly by the Customer to the Government Authority concerned. If the Company is required by law or otherwise to pay such a Tax in the first instance, or on account of the Customer, or as a result of the Customer’s failure to comply with any applicable laws or regulations, any payments so made by the Company shall be reimbursed by the Customer immediately upon provision of the Company’s invoices.

6. Property and risk

6.1 All risk and liability for the Products will be transferred to the Customer on delivery of the Products to the Customer or any third party who is acting on behalf of the Customer.

6.2 Notwithstanding that risk in Products passes pursuant to clause 6.1, the Company shall remain the sole and absolute owner of the Products until the Price for the Products has been received in full by the Company.

6.3 Until the Company has received payment in full of the Price for all Products supplied by the Company, the Customer holds the Products as bailee for the Company and must:

a. store and deal with the Products in a way that makes the Products clearly identifiable as the Company’s;

b. keep the Products in good and merchantable condition;

c. fully insure the Products against loss or damage, however caused; and

d. not create any Encumbrance over the Products that is inconsistent with the Company’s title and ownership to that Products without the prior written consent of the Company. The Company may impose such conditions in its absolute discretion in the event it agrees to an Encumbrance created by the Customer over the Products.

6.4 The Customer grants the Company an irrevocable license to enter the Site or the Customer’s premises where the Products are stored to retake possession of the Products at the full costs of the Customer in the event the Customer fails to pay for the Products by the due date of payment. The Customer agrees that the Company shall not be required to distinguish between the Products which have been paid for and the Products which have not been paid for when exercising its rights under this clause 6.4.

7. Product Specifications

The Company may by notice to the Customer change the specifications in respect of the Offering and provide alternative products of equal or superior performance.

8. Delivery

8.1 Any dates for delivery of the Products and the Services advised by the Company are approximate only. The Customer must provide prompt access to any area in which the Offering will be supplied. The Customer further undertakes to provide promptly all the necessary information and documentation required for the Offering to be supplied.

8.2 All delivery costs for the Offering shall be in addition to the Price unless expressly stated otherwise by the Company.

8.3 Unless otherwise agreed, all shipments are ‘Ex Works’ (EXW) (as defined in INCOTERMS 2020 published by the International Chamber of Commerce as revised from time to time) at the Company’s premises.

8.5 In the event of a delay under clause 8.4, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the Force Majeure Event.

8.6 The Customer undertakes to:

a. maintain all other items or equipment, which may affect the testing, maintenance or operation of the Products;

b. provide access to any area or equipment requiring the Offering;

c. provide all assistance as the Company may reasonably require for the supply of the Offering; and

d. comply with all operating and maintenance instructions in relation to the Products.

8.7 The Customer shall be deemed to have accepted the delivery of the Offering at the Site or location specified by the Customer.

9. Site Condition

9.1 If during the supply of the Offering, the Company becomes aware of a Site Condition, the Company shall give the Customer written notice of the existence of the Site Condition.

9.12 The Customer agrees and accepts that it shall bear all risks of or in relation to any Site Condition. Where a Site Condition is found to be present or exist, the Company is not obliged to carry out any work and may suspend the supply of the Offering until such Site Condition has been removed or rectified in the absolute satisfaction of the Company.

9.3 Where the Customer has requested the Company to assist with the removal or rectification of the Site Condition, the Customer shall bear all costs and expenses incurred by the Company to overcome the Site Condition. For the avoidance of doubt, such costs and expenses shall be in addition to the Price payable for the Offering.

9.4 The Company shall not be liable in any way for any delay to the supply of the Offering caused in any way by a Site Condition, including any suspension of the supplying of the Offering due to the presence or existence of, or work required to be done to overcome the Site Condition.

10. Cancellation

10.1 The Company may at its sole and absolute discretion consider any written request by the Customer to cancel an Order, other than a cancellation of Order specified in clause 3.4. If the Company agrees to the cancellation, it reserves the right to withhold an amount up to the value of the initial deposit that the Company considers reasonable to cover costs already incurred by the Company (including labour, delivery/transport, equipment hire, other overheads etc).

10.2 The Company reserves the right to cancel an Order and refund any deposit paid by the Customer if there is a significant change in market conditions, including but not limited to changes to or cancellation of a Government Scheme, a significant fall in the exchange rate, unexpected component price rises, a significant fall in the value of any entitlements under the relevant Government Scheme or occurrence of similar event.

11. Payment

11.1 Unless otherwise specified by the Company in writing, payment of the Price is to be made by the Customer within seven (7) days from the date of a tax invoice for the Offering issued by the Company.

11.2 At the Company’s sole discretion, a deposit or pre-payment of the Price may be required.

11.3 Time for payment for the Offering is of the essence. In the event an invoice is overdue, the Company may exercise its rights under clause 6.4 and/or suspend the provision of the Offering until all outstanding payment has been made.

11.4 Payment of the Price and any other payment must be made in cleared funds by cash, cheque, bank transfer, credit card, direct debit, or by any other method as agreed between the Customer and the Company.

11.5 In the event of bankruptcy or insolvency of the Customer or in the event any proceeding is brought against the Customer, voluntarily or involuntarily, under any bankruptcy or insolvency laws, the Company shall be entitled to cancel any outstanding order for the Offering and terminate the Agreement, whereupon the Customer shall be liable to pay for all Offerings which have been supplied to the Customer up to and including the date of termination, and any reasonable and proper cancellation charges determined by the Company.

11.6 If the Price or any outstanding amount under this Agreement is not fully paid by the due date for payment, the Company may charge interest on the outstanding amount owed by the Customer at the rate of ten and a half percent (10.5%) per annum accruing daily from the due date until the date of payment.

11.7 The Customer indemnifies the Company from and against all Loss incurred by the Company in pursuing any sums owed by the Customer to the Company under the Agreement.

12. Security

12.1 By entering into the Agreement and accepting these Terms, the Customer accepts and agrees that these Terms constitute a security agreement (Security Agreement) for the purposes of the PPSA and creates a Security Interest in favour of the Company against the Customer:

a. in all Products, Services and/or collateral – being a monetary obligation of the Customer to the Company for Products and Services that have previously been supplied and that will be supplied in the future by the Company to the Customer; and

b. in all of the Customer’s right, title and interest in all of the Customer’s present and after acquired property as continuing security for the Customer’s obligations under this Agreement (including these Terms) in respect of all Products and Services supplied under this Agreement.

12.2 Without limiting generality of clause 12.1, the Customer grants a Purchase Money Security Interest (PMSI) in favour of the Company over any Products supplied by the Company to the Customer from time to time.

12.3 The Customer agrees at its own costs to sign any necessary documents and provide all reasonable assistance and information to ensure that the Company has a perfected PMSI in the Products and, if applicable, a perfected Security Interest in the Customer’s Personal Property, and to maintain the PMSI and Security Interest held the Company.

12.4 The Customer must pay the Company’s costs of any registration, amendment or discharge of any financing statement or financing change statement and any costs the Company incurs with respect to or in connection with the Company’s PMSI and Security Interest and exercise of the Company’s rights under the Security Agreement.

12.5 The Customer must do anything directed by the Company to register and/or better secure any collateral in respect of the Company’s PMSI and Security Interest immediately at the Customer’s cost.

12.6 The Customer undertakes at its own costs to do any and all acts that are reasonably required by the Company so as to:

a. allow the Company to create and maintain a perfected Security Interest (including a PMSI) pursuant to the PPSA in respect of the Products supplied and any and all proceeds of the Products (where applicable);

b. allow the Company to register a financing statement or financing change statement;

c. ensure that the Company maintains its secured position under the PPSA;

d. not register a financing statement or financing change statement without the Company’s prior written consent; and/or

e. not register or commit to the register of a financial statement or financing change statement in respect of the Products, in favour of a third party, without the Company’s prior written consent.

12.7 The Company and the Customer agree that no information as referred to in Section 275(1) of the PPSA will be provided to an interested person or person requested by an interested person. This clause 12.7 may be waived by providing prior written notice to the Company authorising the disclosure of the above information to a specified party.

12.8 In the event that the Agreement is subject to Chapter 4 of the PPSA, the Company and the Customer agree that:

a. pursuant to Section 115(1) of the PPSA, the Customer waives Sections 95, 96, 118, 121(4), 125, 130, 132(3)(d), 134, 135, 142 and 143 of the PPSA; and

b. pursuant to Section 115(7) of the PPSA, Sections 127, 129(2), 129(3), 130(1), 132, 134(2), 135, 136(3), 136(4), 136(5) and 137 of the PPSA do not apply to the Agreement.

12.9 The Company may apply amounts received in connection with the sale of the Products to satisfy obligations secured by security interests contemplated or constituted by the Agreement, at the Company’s absolute discretion.\

13. Warranty

13.1 Subject to clause 13.2, the Company warrants to the Customer that:

a. the Services to be performed under the Agreement will be performed with reasonable care and skill in accordance with any specifications; and

b. the Products to be provided under the Agreement will be free from material defects and will be of the kind and quality stipulated in the Agreement

(Warranty).

13.2 The Warranty does not apply:

a. where claim of Warranty is not made against the Company within the Warranty Period; or

b. where the defect is caused by the Customer; or

c. where maintenance is not carried out as required; or

d. where the Customer or other party did not comply with all operating and maintenance instructions in relation to the Products; or

e. where failure or damage in respect of the Products or Services is due to misapplication, abuse, misuse, improper installation or abnormal environments or conditions of temperature, dirt or corrosive matter; or

f. where any Products or equipment has been repaired or otherwise tampered with or altered by any person other than a person authorised by the Company to make repairs; or

g. where the alleged defect of the Products is within acceptable industry variances for products of that kind; or

h. where Products are damaged in shipment or otherwise without fault of the Company; or

i. in cases of normal wear and tear.

13.3 To verify whether a claim by the Customer falls within the scope of Warranty, the Company may be required to attend the Customer’s premises or Site to perform testing and checks. If the outcome of the testing and checks show that the claim does not fall within the terms or the scope of the Warranty, or the failure is due to causes or reasons not caused by or attributable to the Products or Services, the Customer agrees it will pay for a call-out and investigation fee to the Company.

13.4 The Warranty shall apply only to defects appearing within the Warranty Period.

13.5 If the Company breaches the Warranty, provided the Customer has given the Company written notice of such breach within the Warranty Period, the Company’s liability is limited to the remedies under clause 13.8, provided that any Products to be returned must be returned at the Customer’s cost.

13.6 The liability of the Company for any Loss incurred by the Customer as a result of a Warranty breach (whether the claim is based on contract or negligence) will not in any case exceed the cost of correcting defects in the Offering. The foregoing shall constitute the sole remedy of the Customer and the exclusive liability of the Company.

13.7 Subject to any application of the Australian Consumer Law and other applicable laws, all representations, conditions, terms, guarantees and warranties of any kind whatsoever which would otherwise be implied in the Agreement (whether implied by common law, statute or otherwise) other than those expressly provided for in this Agreement and the application or availability of any statutory rights are hereby excluded to the full extent permitted by law.

13.8 Where legislation implies in the Agreement any condition, term, guarantee or warranty (Mandatory Warranty), and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such Mandatory Warranty, the Mandatory Warranty is deemed to be included in the Agreement and to the extent permitted by law, the liability of the Company for any breach of such Mandatory Warranty is limited, at the absolute discretion of the Company, to one or more of the following:

a. if the breach relates to a Product:

i. the replacement of the Product or the supply of equivalent products;

ii. the repair of such Product;

iii. the payment of the cost of replacing the Product or of acquiring equivalent products; or

iv. the payment of the cost of having the Product repaired.

b. if the breach relates to the Services:

i. the supplying of the Services again; or

ii. the payment of the cost of having the Services supplied again.

13.9 The Customer acknowledges that it must comply with the Warranty Statement to make a claim against the Warranty.

13.10 The provisions of this clause 13 shall survive termination of the Agreement.

14. Limitation of liability

14.1 The Company’s liability for any claim by the Customer in relation to, arising out of or in connection with this Agreement or matters associated with this Agreement shall in any circumstance be limited to the portion of the Price allocable to the Offering which gives rise to that claim.

14.2 In no circumstances whatsoever is the Company liable to any person, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with this Agreement (including these Terms) for any Consequential Loss whether such liability arises directly or indirectly as a result of:

a. any negligent, act or omission or wilful misconduct of the Company or its employees or agents;

b. the supply, performance or use of any Products or Services; or

c. any breach of the Company’s obligations under this Agreement.

15. Indemnity

15.1 The Customer shall assume all risks and liabilities for and in respect of the provision of the Offering. The Customer unconditionally and irrevocably indemnifies the Company, to the maximum extent permitted by law, from and against all Loss caused by, arising out of or in connection with:

a. claims in respect of or incidental to personal injury (including illness) or death of any person or loss of, or damage to, any real or personal property;

b. any act or omission, fraud, default or negligence on the part of the Company or its personnel;

c. the loss of or damage to any Products, whether by fire, theft, accident, seizure, confiscation or otherwise whilst in the Customer’s custody, possession or control, for which payment of the Price has not yet been made in full; and

d. all other Loss howsoever arising incurred as a result of or in connection with the provision of the Offering.

15.2 The indemnity in clause 15.1 shall survive the termination of this Agreement.

15.3 The Company indemnifies the Customer for all direct loss incurred by the Customer as a result of a material breach by the Company under the Agreement. The Company’s liability of indemnity in this clause shall be limited to the extent that the Company directly causes the loss incurred by the Customer. To the extent permitted by law, the maximum cap on liability of the Company under any circumstances shall be limited to the Pricing payable under the Agreement.

16. Materials

16.1 The Customer shall provide to the Company any patterns, designs, specifications, drawings, samples, technical information, or any other information required by the Company or specified in the Agreement (whether in electronic format or otherwise) or which the Customer has agreed in writing to provide to enable the Company to supply the Offering (Materials).

16.2 All Materials and the Intellectual Property of the Materials remain the property of the Customer.

16.3 The Company will not use the Materials for any purpose other than to the extent required to supply the Offering to the Customer.

17. Data

The Customer authorises and provides consent to the Company to use any data associated with provision of the Offering for the Customer’s business. This clause 17 shall survive termination of the Agreement.

18. Termination

18.1 The Company may cancel an order, or suspend or terminate the Agreement immediately:

a. upon giving written notice to the Customer in the event that the Customer is in default of a material term of the Agreement and the Customer fails to remedy such default within fourteen (14) days of notice from the Company to do so, if such default is capable of remedy; or

b. the Customer has failed to pay an invoice by its due date; or

c. if any of the Precondition is not satisfied; or

d. if a Site Condition is present at the Site and has not been rectified to the satisfaction of the Company at the Customer’s costs; or

e. if the Customer or any of its Related Bodies Corporate becomes insolvent, is made bankrupt, is placed into external administration or liquidation or has a receiver or other controller appointed over its assets or experiences any similar action in respect of its financial standing.

18.2 The Company may at its option terminate an Order or Agreement if a Force Majeure Event occurs and continues for more than 6 months from the occurrence of the Force Majeure Event.

18.3 The Customer may terminate the Agreement if the Company:

a. breaches a warranty under this Agreement and such breach is not remedied within fourteen (14) days of notice from the Customer requiring the Company to do so; or

b. the Company is proved to be unable to perform its obligations due to it being placed into liquidation.

18.4 Termination of the Agreement pursuant to this clause 18 shall be without prejudice to the rights of either party accruing prior to termination.

19. Consequences of Termination

19.1 If an Order is cancelled or this Agreement is terminated by the Company, the Customer will be liable for the following:

a. for Products already delivered to the Site and not installed, the Company shall be entitled to enter the Site or premises where the Products were stored and regain possession of the Products at the sole costs of the Customer;

b. for Products already delivered and installed at the Site:

i. the Company may, at its election, uninstalled the Products at the full costs (including transport, labour, equipment hire, materials and other overheads) of the Customer;

ii. if the Products are damaged or impaired or such that they lose their commercial value or no longer of merchantable condition, the Customer shall be liable to pay for the Wholesale Price of the Products;

iii. for Products which were special/customed ordered or otherwise slow-moving items (to be determined by the Company in its absolute discretion), the Customer shall pay a restocking fee to the Company;

iv. where the Customer has requested to keep any Products which have been delivered to its premises, it will pay for the Wholesale Price for those Products (not the subsidised rate under an approved Government Scheme);

c. in all circumstances (including those set out in clauses 19.1(a) and 19.1(b), the Company shall be entitled to charge transport, labour, equipment hire, materials, costs and expenses and all other overheads which it incurs arising out of or in relation to:

i. entering the Site or premises where Products were stored or installed;

ii. uninstalling any Products which have been installed or incorporated at the Site;

iii. removing any plant and equipment fixed at the Site prior to or in connection with supplying any Offering;

iv. removing or retaking possession the Products from the Site or the premises where the Products were stored. 

20. Dispute resolution

20.1 If a Dispute arises, either party may give the other party written notice of the Dispute identifying and providing details of the Dispute (Dispute Notice) by email or by registered post.

20.2 Within seven (7) days of receipt of a Dispute Notice, representatives of the parties having authority to bind the parties shall confer to seek to resolve the Dispute. In the event of any doubt, the representatives who have the authority to bind the party shall be the Chief Executive Officers (or equivalent) of the parties. All aspects of such conference(s) shall be subject to “without prejudice” privilege.

20.3 Neither party may commence any court proceedings prior to complying with clauses 20.1 and 20.2.

20.4 Notwithstanding the existence of a Dispute, each party must continue to perform its obligations under this Agreement.

21. Assignment and sub-contracting

21.1 The Company may assign, transfer or novate its rights and/or obligations (where applicable) under the Agreement or subcontract the performance of the Services or the supply of the Products to a third party without the Customer’s prior written consent.

21.2 The Customer must not assign, transfer or novate its rights and/or obligations (where applicable) under the Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld).

22. General

22.1 The Company shall have no liability to the Customer in respect of any matter in connection with the Agreement unless the claim together with full particulars thereof is lodged with the Company within fourteen (14) days of the occurrence of the event(s) or circumstance(s) on which the claim is based.

22.2 If any provision or part of any provision of the Agreement is unenforceable, the parties agree that such unenforceability shall not affect any other part of such provision or any other provision of the Agreement.

22.3 The Company may alter, amend, revise or change any terms of the Agreement (Amendments) with reasonable notice given to the Customer. On the expiry of notice given to the Customer, if the Customer has not expressly rejected or objected to the Amendments, or if the Customer proceeds to accept the supply of the Offering, the Customer shall be deemed to have accepted the Amendments.

22.4 The Agreement shall comprise the entire agreement between the parties notwithstanding any other terms and conditions which may be supplied by the Customer.

22.5 Any waiver by the Company shall not be effective unless in writing and signed by an authorised officer of the Company.

22.6 This Agreement shall be governed by and construed in accordance with the laws in force in the jurisdiction where the Offering is supplied and the parties submit to the exclusive jurisdiction of the courts and tribunals thereof.

22.7 No provision of the Agreement shall be construed adversely against one party solely on the basis that that party was responsible for the drafting of that provision.

ANNEXURE A (only applicable to offering supplied in Australia)

Preconditions for the installation of LED Lighting

1. By entering into negotiations with Home Green Pty Ltd (ACN 137 168 033) t/a Shine On Energy (Company) in respect of any Company’s proposal for the installation of LED lighting, the Customer agrees and accepts that any contract that the parties enter into in respect of the proposal shall incorporate the requirements set out in paragraphs 2 to 11.

2. The Customer must be eligible to participate in the relevant Government Scheme. Government Scheme means an approved State or Federal program pursuant to which commercial lighting can be installed and under which the Customer will benefit either in the form of a tradable certificate or a direct financial benefit. The Government Schemes include:

a. the Victorian Energy Upgrades (VEU) in Victoria;

b. the Energy Savings Scheme (ESS) in New South Wales;

c. the Home Energy Efficiency Retrofits (HEER) in New South Wales;

d. the Retailer Energy Productivity Scheme (REPS) in South Australia;

e. the Emissions Reduction Fund (ERF) in Western Australia, Queensland, Northern Territory, Tasmania;

f. the Energy Efficiency Improvement Scheme (EEIS) in Australian Capital Territory; and

g. other relevant government energy efficient schemes that may become available from time to time.

3. In the event that any alteration to the Customer’s switchboard and/or distribution boards is required, the Customer’s main electrical switchboard and distribution boards must comply with the current mandatory standards. If not, the Customer must, at its own costs and expense, replace or upgrade its main electrical switchboard and/or distribution boards to meet the current minimum mandatory standards. The Company will not undertake any work until all the Customer’s main electrical switchboard and/or distribution boards have complied with and met the current minimum mandatory standards.

4. It is the Customer’s responsibility, on behalf of the site owner, to confirm compliance for the site(s) where the installation of LED luminaires is to take place pursuant to the relevant national and state legislation concerning the identification and management of hazardous chemicals or substances or contamination of any kind including but not limited to Polychlorinated Biphenyls (PCB), asbestos-containing materials (ACM) or other contaminated material (Contamination). This includes, but is not limited to:

a. making available for review by the Company an up-to-date asbestos register; and

b. where the presence of PCB or ACM is or should be reasonably suspected or has been identified by the Customer in a work area, undertaking at its own cost PCB or asbestos sampling and the application of applicable risk control measures by competent persons.

5. The Customer accepts that the presence or the condition of Contamination (including PCB or ACM) may prevent the installation of LED luminaires in a particular area or areas. The Company will not proceed with work until it is satisfied in its absolute discretion that the Contamination (including PCB or ACM) has been removed from the work areas.

6. The Customer has or will complete all documentations for the relevant Government Scheme.

7. The Customer must pay to the Company a deposit amount as set out in the Company’s proposal or quotation (where applicable).

8. The Customer acknowledges and accepts that there are certain requirements that the Customer must comply with to be eligible for a subsidy under a Government Scheme. These requirements are specified or implied in the relevant Government Scheme and include, but are not limited to:

a. surrendering the removed lamps, globe and fittings (which will be decommissioned as prescribed by the rules or regulations of the relevant Government Scheme); and

b. collection of all photographic evidence, as well as business documentation relating to the lighting works, as required by the scheme administrators of the relevant Government Scheme, to attest that the installation is completed in accordance with regulatory requirements. These include but may not be limited to:

i. baseline products;

ii. upgrade products;

iii. space type evidence;

iv. decommissioning evidence;

v. lighting control devices;

vi. heating, ventilation and air conditioning evidence; and

vii. electricity bills.

9. The Customer acknowledges and agrees that if it does not comply with the requirements set out in paragraph 8 above, the Customer:

a. will not be eligible for a subsidy; and

b. will not be eligible for or entitle to any benefit from any applicable Government Scheme; AND

c. will be required and agrees to pay for the full costs of the installations performed by the Company.

10. The Customer further acknowledges and accepts that if the commercial lighting upgrade involves modification of linear fluorescent luminaires to accept linear LED lamps, all or part of the original luminaire warranty may be void. The Customer accepts that it shall have no claim against the Company whatsoever for loss or damage suffered by the Customer arising therefrom.

11. Any subsidy referred to within the proposal that is generated through the ERF (Energy Resource Fund) will be completed through a separate agreement with National Carbon Bank of Australia (NCBA).

a. The Customer must comply with items 6 and 8 above and provide evidence of compliance thereof to support the subsidy claim.

b. Any post installation maintenance of the subsidy claim will be the exclusive responsibility of NCBA.

12. These preconditions incorporate into and form part of the Company’s terms and conditions of sale for the installation of LED lighting.

ANNEXURE B WARRANTY STATEMENT

Warranty – Lighting Products

In this warranty, “Consumer Law” means, as applicable, the

i. Competition and Consumer Act 2010(Cth) (The Australian Consumer Law);

ii. The Consumer Guarantees Act 1993 (NZ); and

iii. The Fair Trading Act 1986 (NZ);

Customer Notice: Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

1. Thank you (the Customer) for purchasing LED lighting (Product) from Home Green Pty Ltd (ACN 137 168 033) trading as Shine On Solar and Shine On Energy (Shine On). Shine On warrants that the Product you have purchased is free from any defect in workmanship and materials (Manufacturer’s Warranty) for the period described in the relevant Product Specification Sheet, from the date of purchase (Product Warranty Period).

2. In some circumstances the Customer, when purchasing the Product, acquires the installation services (Services) of Shine On. Shine on warrants that the Services you receive are free from defects in workmanship (Services’ Warranty) for a period of one (1) years from the date the services are provided to the Customer (Services Warranty Period). When claims are made by the customer for either installation defects, or for product failures, within the period of the Services Warranty, the cost of reinstallation of the product (including all labour, access equipment and the product itself) will be borne by Shine On. To make a claim, refer to the Services Warranty.

3. In addition, the Product and Services come with guarantees that cannot be excluded by virtue of the Australian Competition and Consumer Act 2010 (Cth) (Australian Consumer Laws).

4. Shine On shall not be liable for any indirect or consequential losses or expenses suffered by the Customer, howsoever caused.

5. Conditions, warranties and other provisions which apply to or in respect of the Product and Services under Australian Consumer Laws, as amended from time to time, or any other enactment of the Commonwealth of Australia or any State or Territory thereof and which, by or under the enactment, cannot be excluded from the contract for the supply of the Product and Services by Shine On and are declared to apply to the contract without restriction, limit or modification.

6. All other guarantees, warranties and conditions which would, or may, but for this clause be implied (whether by statue, law, trade usage or otherwise howsoever) into the contract for the supply of the Product and Services by Shine On (including in particular and which many in any way relate to quality or fitness for any particular purpose) are hereby expressly excluded from the contract to the extent that they can be excluded at law.

7. Warranties do not extend beyond the original Customer, and are not transferrable. The Customer must furnish proof of purchase and proof of date of purchase.

Manufacturer’s Warranty – General Conditions

8. For the duration of the Product Warranty Period, Shine On will replace or repair, at its sole discretion, the defective Product, or parts thereof, so long as the defect does not arise due to:

a. Incorrect installation or connection by persons other than Shine On;
b. Mishandling, abuse or misuse if the Product;
c. Misuse of the Product outside of its specifications and relevant instruction manual;
d. Improper connection of the Product to power supplies, LED products or controls;
e. Use or storage of the Product in extremely hot environments above 45 degrees Celsius;
f. Water damage for Products that are not water resistant;
g. Power surges;
h. Improper use or operation;
i. Any modification, repair or alterations of the Product not performed by Shine On;
j. Use of accessories not manufactured, or approved in writing, by Shine On;
k. The Product being subjected to abnormal conditions or environments;
l. Damage from lighting or electrical storms or acts of God;
m. Damage caused by incompatible components as determined by Shine On;
n. Alleged defect is within acceptable industry variances for products of that kind;
o. Fair wear and tear; or
p. The Product warranty seals have been broken or altered.

9. Shine On reserves the right to replace any defective part of the Product with a part of similar quality and composition where an identical part is unavailable.

10. Should the Product be defective and a valid warranty claim is lodged within one (1) years of purchase, this claim will fall under the remit of the Services Warranty therefore Shine On will provide its labour free of charge, and will bear any other additional installation costs, in connection with the reinstallation of the Product.

11. Repairs and replacements performed according to this Manufacturer’s Warranty will be conducted in a reasonable time frame in the circumstances.

12. The conditions of this Manufacturer’s Warranty are subject to change without notice.

13. Shine On reserves the right to decline Manufacturer’s Warranty claims should the customer fail to follow these conditions.

14. The determination of repairs and replacements being covered by the Manufacturer’s Warranty is at the sole discretion of Shine On.

15. To the extent permitted by law, Shine On’s liability for any Product, which is defective, shall be limited to either replacing the Product, repairing the Product or refunding the price paid for the Product.

16. No one is authorised to make any other warranties on behalf of Shine On, or to modify this warranty.

Making a Manufacturer’s Warranty Claim

17. To issue a Manufacturer’s Warranty claim, the Customer will be required to:

a. Return the Product to the place of purchase if practicable or request Shine On to inspect the Product at the Customer’s premises;
b. Present their receipt/invoice as proof of purchase; and
c. Identify the defect in the Product.

18. To be considered, a Customer must lodge a Manufacturer’s Warranty claim within the Product Warranty Period, three (3) to seven (7) years from the date of purchase. If the claim is within this period but outside of the corresponding services warranty of one (1) years, the customer will bear the cost of returning the product to Shine On (and during such transportation the Product is at the Customer’s risk), who will inspect the product and in the event that the claim is valid will either replace or repair it under the Product Warranty. Product Warranty durations are documented on the product specification sheets available at point of sale. Shine On will bear the reasonable costs to return the product to the customer, however the customer is responsible for any costs of reinstalling the product.

19. Shine On shall be entitled to inspect the Product to verify the validity of the Customer’s Manufacturer’s Warranty claim. If there is no defect in the Product after inspecting and testing, the Customer must pay Shine On’s usual costs of service work and testing. In such an event service call-outs to the Customer’s premises under warranty will incur a minimum charge of $220 including GST within working hours 9am to 5pm Monday to Friday. An additional charge of $110 including GST will apply if the call out falls outside of normal working hours, or if the callout is in respect of Goods not covered by warranty, including but not limited to instances where Goods have been damaged by other contractors.

Consumer Law Guarantees

20. To the extent that Consumer Law applies in relation to warranty claims arising upon the supply of any Product, then the following shall apply:

a. If there is a major failure with a Product, the Customer is entitled to:

i. Reject the Project and get a refund;
ii. Reject the Product and get an identical replacement, or one similar in value if reasonably available; or
iii. Keep the Product and obtain compensation from Shine On for the drop in value of the Product caused by the major failure.

b. If there is a minor failure with the Product, the Customer is entitled, at the election of Shine On, to:

i. A refund of the cost of the Product;
ii. Replacement of the Product; or
iii. Have the Product repaired within a reasonable time.

c. To issues a warranty claim, the Customer will be required to:

iv. Return the Product to the place of purchase;
v. Present their receipt as proof of purchase;
vi. Identify the defect in the Product; and
vii. Present Product for inspection on request.

Contact Details
Home Green Pty Ltd (ACN 137 168 033) trading as Shine On Solar and Shine On Energy
Contact: Operations Team
Head Office: K109, 63-85 Turner Street, Port Melbourne Victoria 3207, Australia
Phone: 1300 013 648
Fax: +61 (0)3 9939 9980
Email: info@shine-on.com.au

Warranty – Installation Services

In this warranty, “Consumer Law” means, as applicable, the:

i. Competition and Consumer Act 2010(Cth) (The Australian Consumer Law);

ii. The Consumer Guarantees Act 1993 (NZ); and

iii. The Fair Trading Act 1986 (NZ);

Customer Notice:

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

  • to cancel your service contract with us; and
  • to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service

1.Thank you (the Customer) for purchasing LED lighting (Product) from Home Green Pty Ltd (ACN 137 168 033) trading as Shine On Solar and Shine On Energy (Shine On). Shine On warrants that the Product you have purchased is free from any defect in workmanship and materials (Manufacturer’s Warranty) for the period described in the relevant Product Specification Sheet, from the date of purchase (Product Warranty Period).

2. In some circumstances the Customer, when purchasing the Product, acquires the installation services (Services) of Shine On. Shine on warrants that the Services you receive are free from defects in workmanship (Services’ Warranty) for a period of one (1) years from the date the services are provided to the Customer (Services Warranty Period). When claims are made by the customer for either installation defects, or for product failures, within the period of the Services Warranty, the cost of reinstallation of the product (including all labour, access equipment and the product itself) will be borne by Shine On. To make a claim, refer to clauses 18, 19 and 20.

3. In addition, the Product and Services come with guarantees that cannot be excluded by virtue of Consumer Law.

4. Shine On shall not be liable for any indirect or consequential losses or expenses suffered by the Customer, howsoever caused.

5. Conditions, warranties and other provisions which apply to or in respect of the Product and Services under Consumer Law, as amended from time to time, or any other enactment of the Commonwealth of Australia, New Zealand or any State or Territory thereof and which, by or under the enactment, cannot be excluded from the contract for the supply of the Product and Services by Shine On and are declared to apply to the contract without restriction, limit or modification.

6. All other guarantees, warranties and conditions which would, or may, but for this clause be implied (whether by statue, law, trade usage or otherwise howsoever) into the contract for the supply of the Product and Services by Shine On (including in particular and which many in any way relate to quality or fitness for any particular purpose) are hereby expressly excluded from the contract to the extent that they can be excluded at law.

7. Warranties do not extend beyond the original Customer, and are not transferrable. The Customer must furnish proof of purchase and proof of date of purchase.

Services Warranty – General Conditions

8. For the duration of the Product Warranty Period, Shine On will repair the defective Services, or parts thereof, so long as the defect in the Services was caused by a defect in workmanship by Shine On, and that any defect does not arise due to:

a. Mishandling, abuse or misuse if the Product;
b. Misuse of the Product outside of its specifications and relevant instruction manual;
c. Improper connection of the Product to power supplies, LED products or controls;
d. Use or storage of the Product in extremely hot environments above 45 degrees Celsius;
e. Water damage for Products that are not water resistant;
f. Power surges;
g. Improper use or operation;
h. Any modification, repair or alterations of the Product not performed by Shine On;
i. Use of accessories not manufactured, or approved in writing, by Shine On;
j. The Product being subjected to abnormal conditions or environments;
k. Damage from lighting or electrical storms or acts of God;
l. Damage caused by incompatible components as determined by Shine On;
m. Alleged defect is within acceptable industry variances for products of that kind; or
n. Fair wear and tear.

9. Where Shine On determines that there has been a defect in Services Shine On will rectify the Services.

10. Where the product has been damaged due to a defect in Services, Shine On will replace and install a new Product.

11. Referent to the Product Warranty, should the product fail due to a product defect, within the period of the Services Warranty, the labour and installation costs associated with the reinstallation of a replacement product shall be covered by Shine On.

12. Shine On reserves the right to replace any defective Product, or part of the Product, with a part or Product of similar quality and composition where an identical part is unavailable.

13. Repairs and replacements performed according to this warranty will be conducted in a reasonable time frame in the circumstances.

14. The conditions of this Services Warranty are subject to change without notice.

15. Shine On reserves the right to decline Services Warranty claims should the customer fail to follow these conditions.

16. The determination of repairs and replacements being covered by the Services Warranty is at the sole discretion of Shine On.

17. To the extent permitted by law, Shine On’s liability for any Services, which are defective, shall be limited to either rectifying installation, replacing the Product, installing a new Product or refunding the price paid for the Product and Services.

18. No one is authorised to make any other warranties on behalf of Shine On, or to modify this warranty.

Making a Services Warranty Claim

19. To issue a Services Warranty claim, the Customer will be required to:

a. Notify Shine On in writing;
b. Reasonably allow Shine On access to inspect the Services;
c. Present the Customer invoice as proof of purchase of the Product;
d. Identify the defect in the Services.

20. To be considered, a Customer must lodge a Services Warranty claim within the Services Warranty Period, one (1) years from the date of acquisition of the Services. In the event that the claim is valid, Shine On will bear the cost of replacing the product, including labour, access equipment and the product itself. If a Services Warranty claim is lodged outside of the one (1) year period but within the Product Warranty, the customer will bear the cost of returning the product to Shine On, who will inspect the product and either replace or repair it under the Product Warranty. Product Warranty durations are documented on the product specification sheets available at point of sale. Shine On will bear the reasonable costs to return the product to the customer, however the customer is responsible for any costs of reinstalling the product.

21. Shine On shall be entitled to inspect the Product to verify the validity of the Customer’s Service’s Warranty claim. If Shine On determines that there are no defects as to the Product and Services provided to the Customer after inspecting and testing, the Customer must pay Shine On’s usual costs of service work and testing. In such an event, service call-outs to the Customer’s premises under warranty will incur a minimum charge of $220 including GST within working hours 9am to 5pm Monday to Friday. An additional charge of $110 including GST will apply if the call out falls outside of normal working hours, or if the callout is in respect of Goods not covered by warranty, including but not limited to instances where the Product has been damaged by other contractors.

Consumer Law – Consumer Guarantees

22. To the extent that Consumer Law applies in relation to warranty claims arising upon the supply of any Services, then the following shall apply:

a. If there is a major failure with a Service, the Customer is entitled to:

i. Cancel the contract with supplier and get a refund; or
ii. Keep the contract and receive compensation for the difference in services provided and those paid for.

b. If there is a minor failure with the Services, the Customer is entitled, at the election of Shine On, to:

i. Repair of the defective Services,
ii. Repair of Products damaged due to defective services;
iii. Replacement of Products damaged due to defective Services;
iv. A refund of the cost of the Services; or
v. A refund of the cost of Services and damaged Product if the Product was damaged due to defective Services.

c. To issues a warranty claim, the Customer will be required to:

vi. Notify Shine On in writing;
vii. Reasonably allow Shine On access to inspect the Services;
viii. Present the Customer invoice as proof of purchase of the Product;
ix. Identify the defect in the Services.

Contact Details
Home Green Pty Ltd (ACN 137 168 033) trading as Shine On Solar and Shine On Energy
Contact: Operations Manager
Head Office: K109, 63-85 Turner Street, Port Melbourne Victoria 3207, Australia
Phone: 1300 013 648
Fax: +61 (0)3 9939 9980
Email: info@shine-on.com.au

Wholesale Supply of Goods – Terms and Conditions of Sale

1. Application of these Terms & Conditions

1.1 These Terms shall be deemed to be incorporated into all contracts for provision of Goods by Home Green Pty Ltd to the Customer. These Terms supersede all prior understandings, arrangements and agreements relating to such supply. In the event that there is any inconsistency between these Terms and any other communication from Home Green Pty Ltd, these Terms shall prevail unless otherwise specified in writing by Home Green Pty Ltd.

1.2 The Customer, by its conduct in accepting the Goods supplied by Home Green Pty Ltd, accepts these Terms.

1.3 These Terms shall not be varied without the express written consent of Home Green Pty Ltd.

1.4 A reference in these Terms to:

a. the singular includes the plural and vice versa; and
b. words importing gender shall include the other gender.

2. Definitions

2.1. In these Terms and Conditions:

a. “Customer” means the person, business or company that is the purchaser of the Goods as named in Home Green Pty Ltd’s invoice and includes such party’s successors, transferees and assignees;

b. “Delivery Date” means the date the Goods are collected by the Customer or dispatched by Home Green Pty Ltd as the case may be;

c. “Force Majeure” means any strike, lock out, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond the reasonable control of Home Green Pty Ltd;

d. “Goods” means the Goods and/or materials supplied to the Customer by Home Green Pty Ltd, as described in Home Green Pty Ltd’s invoice to the Customer;

e. “Intellectual Property Rights” means all intellectual property rights (whether created before, on or after the date of this Agreement and whether registered or unregistered) in respect of copyright, any patents, trademarks, logos, designs, software, domain names, business or trade name, together with marketing concepts and designs, product knowledge, training systems and materials, protection of confidential information, circuit layouts, inventions, know-how, product or business concepts, details of product development, and any other identifiable result of intellectual endeavour, whether arising under statute or otherwise or any similar industrial property right or any right to, or application for registration of, any of them;

f. “Made-to-Order” (or MTO) means Goods that have been manufactured specifically to suit the custom requirements of a Customer at the Customer’s request.

g. “Order Date” means the date the Customer accepts the Quotation or otherwise places an order for Goods;

h. “Person” shall include a corporation, company, society, partnership & firm;

i. “SA” means the Site Assessment of the Customer’s premises carried out by Home Green Pty Ltd

j. “Quotation” means the quote provided by Home Green Pty Ltd to the Customer detailing the estimated price for the supply and/or delivery of the Goods; and

k. “Terms” means these Terms and Conditions.

l. “Victorian Energy Upgrades” (VEU) refers to the Victorian State program under which commercial lighting can be installed and receive benefit in the form of a tradeable certificate.

m. “Consumer Law” means, as applicable, the

i. Competition and Consumer Act 2010(Cth) (The Australian Consumer Law);

ii. The Consumer Guarantees Act 1993 (NZ); and

iii. The Fair Trading Act 1986 (NZ);

n. “PPSA means the Personal Property Securities Act 2009 (Cth) or the Personal Property Securities Act 1999 (NZ) (as may be amended or replaced from time to time). Reference to any part or section of PPSA in this document is a reference to the relevant part or section in the Personal Property Securities Act 2009 (Cth). Further, any reference to any particular part or section of the Personal Property Securities Act 2009 (Cth) shall be taken to refer to the equivalent part or section of the Personal Property Securities Act 1999 (NZ).

3. Goods

3.1 Any samples issued are only indicative of the Goods and may vary to the Goods actually supplied.

3.2 Home Green Pty Ltd reserves the right to make any changes at any time to information about Goods prior to purchase, without notice to the Customer. Home Green Pty Ltd reserves the right to discontinue Goods from sale, change prices, change ranges, change the componentry of Goods prior to purchase, without notice to the Customer. Home Green Pty Ltd will not be held liable for any costs to the Customer or any other parties as a result of any such changes being made.

3.3 Stock levels fluctuate on a daily/weekly basis, if Home Green Pty Ltd is out of stock on an item(s) or a range of products, it will notify the Customer and provide information and lead time where available. Lead times are approximate only. Home Green Pty Ltd is not liable and will not be held liable for shortage of stock.

4. Pricing and Payment

4.1 A Quotation provided by Home Green Pty Ltd does not constitute an offer to provide the Goods to the Customer.

4.2 A Quotation provided to the Customer by Home Green Pty Ltd is valid for a period of thirty (30) days from the date of the Quotation, after which time such prices may be subject to change without notice.

4.3 In the event that unforeseen problems are encountered, or the delivery of the Goods takes longer than anticipated or involves additional or more expensive materials or equipment than envisaged in the Quotation, then Home Green Pty Ltd reserves the right to increase the amount of the Quotation in such instances.

4.4 Home Green Pty Ltd reserves its right to require a deposit at any time.

4.5 Payment of a fifty per cent (50%) deposit must be made by the Customer to Home Green Pty Ltd on the order date, unless the quotation contains Made-to-Order (MTO) products in which case the deposit needs to meet the minimum price of the MTO products, which may exceed 50% of the total order value.

4.6 Payment of a fifty per cent (50%) deposit (or applicable amount for MTO products) by the customer constitutes acceptance of the Quotation on behalf of the Customer to Home Green Pty Ltd to deliver the specified Goods.

4.7 Time for payment of the balance of monies owing for the Goods shall be of the essence and must be paid within seven (7) calendar days of any invoice issued by Home Green Pty Ltd. Payment shall be made prior to the delivery of Goods to the Customer.

4.8 The Customer agrees and acknowledges that:

a. by placing an order or accepting a Quotation for Goods it shall be deemed to be representing to Home Green Pty Ltd that it is solvent and able to pay all of its debts as and when they fall due;

b. Home Green Pty Ltd shall use its best endeavours to ensure that the Goods are available and that the Goods are provided to the Customer within the time frame quoted, but shall not be liable for any loss or damage caused by any delay;

c. except if expressly agreed in writing by Home Green Pty Ltd, the Customer shall not be entitled to reject the Goods due to any delay; and

d. under no circumstances will Goods be released to the Customer unless the Goods have been paid for in full.

4.9 If the Customer defaults in payment of any account on the due date Home Green Pty Ltd may in its sole discretion cease to supply Goods.

4.10 Unless stated otherwise in these Terms (or in writing by Home Green Pty Ltd), all prices quoted for Goods are exclusive of taxes, handling, delivery, agents charges and any other charge or duty.

4.11 Any cheques or other negotiable securities given by the Customer to Home Green Pty Ltd shall not be deemed to be cash payment until the funds have cleared.

4.12 Overpayments by the Customer will be refunded in full on written request by the Customer to Home Green Pty Ltd.

4.13 Prices do not include crane lifting costs, parking costs associated with the delivery of the Goods and safety / access equipment costs if such equipment is necessary.

4.14 All payments are to be made in Australian Dollars.

5. Delivery

5.1 If requested by the Customer, Home Green Pty Ltd will arrange for the Goods to be delivered to the Customer’s requested premises at an additional cost.

5.2 If Goods are to be delivered to a Customer, any period or date for delivery stated by Home Green Pty Ltd is intended as an estimate only and is not a contractual commitment. Home Green Pty Ltd will use its best endeavours to meet any estimated date but Home Green Pty Ltd will not be liable for any loss or damage suffered by the Customer or any other Person for failure to meet an estimated date for delivery.

5.3 Delivery of the Goods is taken to have occurred at the time that the Customer or the Customer’s nominated carrier takes possession of the Goods at Home Green Pty Ltd’s address or, if Home Green Pty Ltd or Home Green Pty Ltd’s nominated carrier delivers the Goods, at the time that the Goods are delivered to the Customer’s nominated address even if the Customer is not present at the address.

5.4 The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then Home Green Pty Ltd shall be entitled to charge a reasonable fee for redelivery and or storage.

5.5 Home Green Pty Ltd may deliver the Goods in separate installments.

5.6 Each separate installment shall be invoiced and paid for in accordance with the provisions in these Terms.

5.7 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purpose of the agreement.

5.8 If the Customer requests Home Green Pty Ltd leaves Goods outside Home Green Pty Ltd premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s risk, and it shall be the Customer’s responsibility to ensure the Goods are insured.

6. Aggregation for VEU Claim

6.1 When requested, and if applicable, Home Green Pty Ltd may complete a VEU subsidy claim on behalf of the Customer if the site and work completed is eligible. The benefit of this claim, less the agreed costs, will be forwarded to the Customer at the successful completion of the claim.

6. 2 The Customer acknowledges that any estimate of VEU benefit is not a guarantee of return. The final return will be provided only once the assessment has been complete by the VEU administrators.

6.3 Any monetary benefit to the Customer will be provided as a total of the trade value of the certificates minus any agreed costs. These include, but may not be limited to; the processing fee of $5.00 per certificate; and recycling costs.

6.4 The Customer acknowledges that they are responsible for supplying a detailed site and floor plan, site access as required, site details including address, specifics of the installation including the total luminaires to be installed to each room, energy user details and installation dates, access to the Energy User to complete required declarations, electrical contractor details and if required a Certificate of Electrical Safety.

7. Cancellation

7.1 Home Green Pty Ltd may at its sole discretion consider a Customer’s written request to cancel an order. If Home Green Pty Ltd agrees to the cancellation, Home Green Pty Ltd reserves the right to withhold any amount provided by the Customer that Home Green Pty Ltd considers reasonable to cover its costs. Where any amount previously provided by the Customer to Home Green Pty Ltd does not cover reasonable costs incurred by Home Green Pty Ltd associated with the provision of Goods to the Customer, the Customer indemnifies Home Green Pty Ltd for all costs reasonably incurred.

7.2 Home Green Pty Ltd reserves the right to:

a. cancel and refund the deposit in full paid by the Customer; or

b. reasonably adjust the quotation previously provided to the Customer;

if there is a significant change in market conditions, including but not limited to changes to or cancellation of a government program providing incentives, a significant variation in the exchange rate to the detriment of Home Green Pty Ltd, unexpected component price rises, or a similar event occurs.

7.3 Made-to-Order (MTO) items cannot be cancelled. In the event that the Customer cancels an Order after confirmation of sale, and the Customer’s Quotation contains MTO fittings, then:

a. The Customer is liable to purchase the MTO fittings, which are clearly marked in the Customer’s Quotation.

b. The Customer is liable for the delivery of the MTO fittings to the Customer’s premises, and for the cost of the supply of the fittings.

c. The cost of the fittings includes any duties, taxes, freight, handling and storage charges, and any other direct outgoings.

8. Customer Acknowledgement

8.1 The Customer acknowledges and agrees that these Terms are in full force and effect and are incorporated into every Quotation.

8.2 The Customer authorises Home Green Pty Ltd to use data associated with the Goods in the promotion and conduct of Home Green Pty Ltd’s business on Customer approval. This clause survives termination of the Agreement.

9. Returns

9.1 The Customer is liable for any freight costs associated with returning any Goods to Home Green Pty Ltd.

9.2 Home Green Pty Ltd will not refund the cost of any freight charges incurred.

9.3 All return claims for defective Goods will be addressed and concluded in accordance with any/all current Australian standards applicable at the time. All return of stock is to be approved in writing by Home Green Pty Ltd before any stock is returned. Home Green Pty Ltd reserves the right and discretion to not accept the return of any/ all Goods purchased by the Customer for credit claims. The Customer is liable for any freight costs associated with returning any Goods to Home Green Pty Ltd. Home Green Pty Ltd will not refund the cost of any freight charges incurred for delivery. Home Green Pty Ltd will not be responsible for any loss of project time, extension costs or liabilities of any kind resulting from any defective or out of stock products. No claim(s) will be accepted once the products are fixed and/or laid. Invoice number(s) must be quoted on all claims. No Goods will be credited unless returned in good order and re-saleable condition within 60 days from date of invoice unless arranged and authorised by Home Green Pty Ltd.

9.4 Home Green Pty Ltd may offer the Customer a refund or credit less 20% of the price for handling charges. Home Green Pty Ltd may also exchange defective Goods.

9.5 Home Green Pty Ltd may in its absolute discretion accept non defective Goods for return in which case Home Green Pty Ltd may require the Customer to pay handling fees of up to thirty percent 30% of the value of the returned Goods plus any freight costs.

10. Defects & Warranties

Consumer Notice: Our goods come with guarantees that cannot be excluded under Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

10.1 Conditions, warranties and other provisions which apply to or in respect of the Goods under or by virtue of Consumer Law as amended from time to time or any other enactment of the Commonwealth of Australia or New Zealand, or of any State or Territory thereof and which, by or under that enactment, cannot be excluded from the contract for the supply of Goods or Services by Home Green Pty Ltd are declared to apply to the contract without restriction, limit or modification.

10.2 All other guarantees, warranties and conditions which would, or may, but for this clause be implied (whether by statute, law, trade usage or otherwise howsoever) into the contract for the supply of Goods or Services by Home Green Pty Ltd (including in particular any which may in any way relate to quality or fitness for any particular purpose) are hereby expressly excluded from the contract to the extent that they can be excluded at law.

10.3 Following the provision of the Goods and Services, the Customer shall be required to inspect the Goods and Services and within seven days of receipt of the Goods and Services notify Home Green Pty Ltd in writing of any Goods and Services which do not correspond with the order, contain defects, are damaged, in a state of disrepair or otherwise not merchantable and fit for purpose. Home Green Pty Ltd shall be entitled to inspect the Goods and Services following receipt of such notice to verify the Customer’s claim.

10.4 To the extent permitted by law, Home Green Pty Ltd’s liability for any Goods which do not correspond with the order, are defective, damaged, in a state of disrepair or not merchantable and fit for purpose shall be limited to either replacing the Goods, repairing the Goods or refunding the price paid for the Goods or providing the Customer with credit for future purchases (Home Green Pty Ltd’s discretion).

10.5 To the extent that Consumer Law applies in relation to warranty claims arising upon the supply of any Goods or Services by Home Green Pty Ltd to a Consumer as defined under Consumer Law, then the following shall apply:

10.5.1 If there is a major failure with a Goods, the Customer is entitled to:

10.5.1.1 reject the Goods and get a refund;

10.5.1.2 reject the Goods and get an identical replacement, or one similar in value if reasonably available; or

10.5.1.3 keep the Goods and obtain compensation from Home Green Pty Ltd for the drop in value of the Goods caused by the major failure.

10.5.2 If there is a minor failure with the Goods, the Customer is entitled, at the election of Home Green Pty Ltd, to:

10.5.2.1 a refund of the cost of the Goods;

10.5.2.2 replacement of the Goods; or

10.5.2.3 have the Goods repaired within a reasonable time.

10.5.3 To issue a warranty claim, the Customer will be required to:

10.5.3.1 return the Goods to the place of purchase if practicable or request Home Green Pty Ltd to inspect the Goods at the Customer’s premises;

10.5.3.2 present their receipt/invoice as proof of purchase; and

10.5.3.3 identify the defect in the Goods.

10.5.4 Home Green Pty Ltd’s contact details for making a warranty claim are as follows:

Home Green Pty Ltd
Head Office: K109, 63 – 85 Turner Street, Port Melbourne Victoria 3207, Australia
Phone: +61 (0)3 9673 2000 / 1300 013 648
Fax: +61 (0)3 9939 9980
Email: info@shine-on.com.au

10.5.5 Home Green Pty Ltd will try and meet the reasonable expenses incurred by the Customer in making a warranty claim.

10.6 Home Green Pty Ltd shall be entitled to inspect the Goods to verify the validity of the Customer’s warranty claim. If there is no defect in the Goods after inspect and testing, the Customer must pay Home Green Pty Ltd’s usual costs of service work and testing.

10.7 To the extent permitted by law, this warranty shall not apply where: the product has been repaired, altered or modified in any way by a person other than Home Green Pty Ltd or its repair agents, or the product contains defects or damage caused by the use or misuse of the Customer or a third party or as a result of not being properly installed or used in a manner contrary to the relevant instruction manual and specifications, or the alleged defect is within acceptable industry variances for products of that kind, or Home Green Pty Ltd cannot establish any defect or fault after testing and inspection, or where the product has been subjected to abnormal conditions or environments. Furthermore, the warranty does not extend to normal wear and tear.

10.8 The Customer must bear the cost of transport of the product to Home Green Pty Ltd in connection with the warranty claim (and during such transportation the product is at the Customer’s risk). Home Green Pty Ltd will bear the reasonable costs of the return transportation of the product to the Customer once the warranty claim has been processed and finalised.

10.9 For full warranty terms and conditions, please visit www.shine-on.com.au/terms

11. Passing of title to Goods, Retention of Title, Registration under PPSA

11.1 The Customer acknowledges and agrees that until payment of all monies owing to Home Green Pty Ltd in relation to particular Good has been received, such Goods shall remain the property of Home Green Pty Ltd and no property in or title to the Goods will pass to the Customer.

11.2 The Customer acknowledges and agrees that these Terms constitute a security agreement for the purposes of the PPSA and that a security interest exists in all Goods (and their proceeds) that are supplied by Home Green Pty Ltd to the Customer and in all future Goods supplied (and their proceeds).

11.3 The Customer agrees that Home Green Pty Ltd will have a Purchase Money Security Interest (as defined in the PPSA) in any Goods supplied to the Customer under these Terms or any related order or contract. Home Green Pty Ltd may register any security interest contemplated by these Terms and/or any related order or contract on the PPS Register (as defined in the PPSA). The Customer agrees to supply Home Green Pty Ltd with any information, provide Home Green Pty Ltd with all necessary assistance and take any steps Home Green Pty Ltd requires for the purposes of perfecting and enforcing such registration. The Customer will not allow a security interest to be created or registered over the Goods supplied in priority to the security interest held by Home Green Pty Ltd. The Customer shall not register or permit to be registered a financing statement or a financing change statement in relation to the Goods supplied in favour of a third party without the prior written consent of Home Green Pty Ltd.

11.4 The parties agree that where Home Green Pty Ltd has rights in addition to those under Chapter 4 of the PPSA, those rights will continue to apply. The Customer contracts out of and waives its rights to receive notices under the following provisions of the PPSA: sections 95, 120, 121(4), 123, 125, 129, 130, 134 and 135(2). The Customer contracts out of and waives its right to receive a statement of account under s. 132. The Customer waives its rights as a grantor and/or a debtor to redeem the Goods under s. 142 of the PPSA or reinstate the collateral under s. 143 of the PPSA, and to the extent permitted by law waives its right to receive a notice of any verification statement under s. 157 of the PPSA.

11.5 Home Green Pty Ltd reserves the right to take possession and dispose of Goods as it sees fit at any time until full payment, and to that end the Customer grants Home Green Pty Ltd and its agents permission to enter any property where the Customer keeps Goods provided by Home Green Pty Ltd.

12. Limitation of Liability

12.1 Consumer Law guarantees certain conditions, warranties and undertakings, and gives the Customer other legal rights, in relation to the quality and fitness for purpose of consumer Goods sold in Australia or New Zealand. These guarantees cannot be modified nor excluded by any contract. Nothing in these Terms purports to modify or exclude the conditions, warranties, guarantees and undertakings, and other legal rights, under the Consumer Law and other laws which cannot be modified or excluded. Except as expressly set out in these Terms and Consumer Law, Home Green Pty Ltd makes no warranties or other representations in relation to the supply of Goods to the Customer. Home Green Pty Ltd’s liability in respect of these warranties, representations, undertakings and guarantees is limited to the fullest extent permitted by law.

12.2 Home Green Pty Ltd’s liability under these Terms is limited to the resupply of the Goods or an amount not exceeding the Quotation.

11.3 To the extent permitted by law, Home Green Pty Ltd will not be liable for any indirect or consequential losses or expenses suffered by the Customer, howsoever caused.

11.4 The Customer acknowledges and agrees that:

a. to the maximum extent permitted by law, Home Green Pty Ltd will not be liable to the Customer or any other Person under any circumstances for any loss or damage suffered or incurred by the Customer or for any injury or death to any Person, or for any indirect, incidental or consequential damages sustained or incurred by the Customer, whether such liability arises directly or indirectly as a result of:

(i) any negligent act or omission or wilful misconduct of Home Green Pty Ltd or its employees or agents;

(ii) the supply, performance or use of any Goods; or

(iii) any breach by Home Green Pty Ltd of its obligations under these Terms.

b. no other term, condition, agreement, warranty, representation or understanding (whether express or implied) in any way binding upon Home Green Pty Ltd, other than these Terms, is made or given by or on behalf of Home Green Pty Ltd.

c. the Customer is solely responsible for making an assessment that any Good or Service is reasonably fit for the Customer’s intended purpose and required use, and such purpose or required use is in accordance with all applicable laws.

13. Specifications

In the interest of continued improvement, Home Green Pty Ltd reserves the right at any time to alter the specifications in respect of the Goods and will provide alternative Goods of equal or superior performance. An alteration does not entitle the Customer to return the Goods, cancel an agreement or order or otherwise avoid its obligations and liabilities pursuant to these Terms.

14. Risk and Insurance Responsibilities

14.1 Home Green Pty Ltd does not accept responsibility for any loss or other detriment arising by reason of any theft, loss or damage to, or otherwise concerning, any property belonging to the Customer.

14.2 The risk in the Goods and all insurance responsibilities for theft, damage or otherwise in respect of the Goods:

a. where the Goods are delivered by Home Green Pty Ltd to the Customer, shall pass to the Customer immediately upon installation of the Goods to the Customer’s premises; or

b. where the Customer collects the Goods from Home Green Pty Ltd, shall pass to the Customer as soon as the Goods leave Home Green Pty Ltd’s premises.

14.3 Further to clause 13.2, the Customer accepts upon delivery or installation of the Goods all risk for loss or damage to the Goods whether caused by the Customer or not, and the Customer indemnifies Home Green Pty Ltd against all claims, demands, suites and actions for loss or damage caused by or arising from the handling, transport, storage, display, installation, neglect or use of the Goods after the Customer has taken possession of the Goods. Risk in the Goods will remain with the Customer at all times unless Home Green Pty Ltd retakes possession of the Goods.

15. Intellectual Property Rights

15.1 The Customer’s purchase of Goods does not confer on the Customer any assignment of any Intellectual Property Rights that subsists in the Goods, and the Customer agrees that it will not assert any rights in, or challenge Home Green Pty Ltd’s title to, those Intellectual Property Rights.

15.2 Home Green Pty Ltd makes no representation or warranty to the Customer of any kind, express or implies that the Goods will not infringe any Intellectual Property Rights of a third party.

15.3 The Customer acknowledges that Home Green Pty Ltd retains ownership of all rights, title, interest and goodwill in the Intellectual Property Rights.

15.4 In addition to any other remedies available to Home Green Pty Ltd under these Terms or otherwise, any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Intellectual Property Rights will entitle Home Green Pty Ltd to any available equitable remedy against the Customer.

16. Default

16.1 If any amount payable to Home Green Pty Ltd remains outstanding for a period of thirty (30) days, Home Green Pty Ltd may charge interest on such amount at the rate of ten and a half per cent (10.5%) per annum accruing daily from the due date until the date of payment.

16.2 If the Customer owes Home Green Pty Ltd any money or defaults in payment the Customer shall indemnify Home Green Pty Ltd from and against all cost and disbursements incurred by Home Green Pty Ltd in recovering the debt, including but not limited to internal administration fees, legal costs on a solicitor and own Customer basis, collection agency costs, and bank dishonour fees.

16.3 In the event that the Customer’s payment is dishonoured for any reason the Customer shall be liable for any interest and any fees incurred by Home Green Pty Ltd.

17. Termination

17.1 Home Green Pty Ltd may by notice in writing to the Customer terminate any agreement with the Customer so far as unperformed by Home Green Pty Ltd forthwith if:

a. the Customer commits any breach of any of these Terms or any other agreement with Home Green Pty Ltd;

b. the Customer or any guarantor of the Customer compounds with or negotiates for any composition with its creditors generally;

c. being an individual the Customer dies, becomes permanently incapacitated, or has a trustee appointed or a receiving order made against him or commits any act of insolvency;

d. a bankruptcy petition or winding up application as the case may be in respect of the Customer (whether voluntary or otherwise) is presented to Court;

e. being a body corporate or legal person, the Customer or any guarantor of the Customer calls any meeting of its creditors or has a liquidator, provisional liquidator, official manager, mortgagee, mortgagee’s agent, receiver or administrator of all or any of its assets appointed or enters into any liquidation (other than solely for reconstruction or amalgamation while solvent) or commits any other act of insolvency; or

f. the financial position of the Customer, or some other fact or circumstance, leads Home Green Pty Ltd to believe on reasonable grounds that the Customer is likely to materially fail to complete its obligations under any agreement with Home Green Pty Ltd.

17.2 In the event of such termination:

a. Home Green Pty Ltd will be entitled by notice in writing to the Customer to declare immediately due and payable any amounts outstanding from the Customer to Home Green Pty Ltd under these Terms or any other agreement (such sums thereby becoming forthwith due and payable); and

b. Any termination will be without liability on the part of Home Green Pty Ltd or any and all direct or indirect loss or damage thereby caused to the Customer.

17.3 Any termination will be without liability on the part of Home Green Pty Ltd for any and all direct or indirect loss or damage thereby caused to the Customer.

18. Force Majeure

If the performance of Home Green Pty Ltd’s obligations is prevented, restricted or affected by Force Majeure or any other cause beyond the reasonable control of Home Green Pty Ltd, Home Green Pty Ltd will not be liable for any loss or damage suffered by the Customer or any other Person and Home Green Pty Ltd will give the Customer written notice if the Force Majeure event has continued unabated for thirty (30) days.

19. Disclaimer

Any information provided by Home Green Pty Ltd to the Customer is general commentary and should not be regarded as specific advice. The Customer should not act on the basis of any information provided by Home Green Pty Ltd without first seeking advice, including but not limited to advice regarding their specific circumstances. Any further disclaimers made by Home Green Pty Ltd in marketing or promotional material provided to the Customer are deemed to be incorporated into these Terms and the Customer agrees and acknowledges their incorporation.

20. Recovery Costs

The Customer shall pay and indemnify Home Green Pty Ltd against all costs and expenses incurred by Home Green Pty Ltd, its legal advisers, mercantile agents and associates in respect of proceedings instituted or considered against the Customer, whether due to debt, possession of any products or otherwise.

21. General Terms

21.1 Home Green Pty Ltd may amend these Terms at any time, by posting a notice on Home Green Pty Ltd’s public website, by continuing to place orders for Goods the Customer will be deemed to have accepted the revised Terms.

21.2 Any provision of these Terms which is invalid or unenforceable will be read down to the extent necessary and the remaining provisions will continue unaffected.

21.3 The Customer may not assign or attempt to assign any of its rights and obligations under these Terms without the written consent of Home Green Pty Ltd.

21.4 These Terms are governed by the laws of the State of Victoria and the parties unconditionally submit to the jurisdiction of the courts of Victoria and courts entitled to hear appeals from these courts.

21.5 Customers are encouraged to seek their own financial and legal advice before entering into a supply contract with Home Green Pty Ltd.