E-Green Electrical – General Terms & Conditions
COMMERCIAL – LIGHTING OFFER
This document defines the terms and conditions of our proposal and contractual agreement. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on the date specified in the contractual agreement (which is known as the LED Lighting Proposal).
All services that E-Green Electrical may be contracted to produce or provide for The Client will be subject to the following:
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Ba- sic Terms and Conditions document, the Written Proposal document(s) Schedule(s) together with any other Supplements.
“Content” means all products, designs, information, services and documentation. “Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.
“Deliverables” means the services and project product specified in the Agreement to be delivered by E-Green Electrical to the Client, in the form and media specified in the Agreement.
The Client authorises E-Green Electrical to perform the services outlined in this Agreement on the Clients’ behalf, which may include, but is not limited to, accessing their sites, utilities information, meters & employees to complete such Agreement.
2. AGREEMENT SCOPE AND PERIOD
Services supplied, costs and rates are limited to what is specifically set forth in this Agreement. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after the Agreement period.
3. COSTS AND FEES NOT COVERED BY THIS AGREEMENT
“Services” means all services and the works product to be provided to the Client by E-Green Electrical as described and otherwise further defined in the Agreement.
“Ongoing Management” means the ongoing maintenance, monitoring & review in conjunction with the Client.
“Products” means the items or products required to complete the project under the Agreement between E-Green Electrical and the Client.
4. PROJECT SCHEDULES
Project schedules will be established and adhered to by both the Client and E-Green Electrical. Where project schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly. Additional costs will be charged for Client delays, if the delays result in an increase in time to manage or delivery of the installation/s.
The Agreement and Schedules are costed for work to be conducted during the normal working hours between 7am and 4pm. Work requested by the Client outside of the normal working hours will be costed at a double time rate.
6. OFFICIAL PURCHASE ORDER
Upon receipt of the confirmation from the Client the Schedules will be finalised and the commencement date will be set. The confirmation must be received within thirty (30) days from the signing of the Agreement and will act as an official confirmation of a Purchase Order (PO).
7.1 The Client agrees to pay E-Green Electrical in accordance with the terms specified in the agreement. The Client will be required to pay upon receipt of the Invoice. Unless otherwise specified, all subsequent balances due are payable upon completion of the project.
7.2 If the Client fails to pay any invoice, E-Green Electrical reserves the right to withdraw the products, services and associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied. E-Green Electrical will charge a late payment fee of 5% per month on the outstanding amount. The Client is responsible for any debt collection fees which may come due.
7.3 In the event of cancellation of the project prior to completion, the Client must pay E-Green Electrical a fee for work completed, based on the contracted price and the expenses already incurred.
E-Green Electrical will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this agreement, which is of a confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the Client. This obligation of confidence will cease to apply in relation to information that E-Green Electrical is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by E-Green Electrical of its obligations of confidence under this Agreement.
E-Green Electrical reserves the right to assign sub-contractors or external suppliers. Any sub- contractors or external suppliers will be bound by the terms of this agreement. Any additional sub-contracting terms and conditions will also be adhered to under this agreement on notification of additional supplied terms and conditions to the Client in writing.
E-Green Electrical is confident that the Client’s expectations will be exceeded and as such is notifying the Client that E-Green Electrical reserves the right to use the Client’s successful installations in Case Studies and E-Green Electricals Marketing, The Client will be notified at the time the Client’s Project is to be used as a Case Study or in E-Green Electricals Marketing.
11. FORCE MAJEURE
E-Green Electrical shall not be deemed in breach of this Agreement if E-Green Electrical is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God, death, illness or incapacity of E-Green Electrical or any local, state, federal, national or international law, governmental order or regulation or any other event beyond control (collectively, “Force Majeure Event”) of E-Green Electrical. Upon occurrence of any Force Majeure Event, E-Green Electrical shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
12. LIMITATION OF LIABILITY
The services and the installation of E-Green Electrical are sold “as is.” In all circumstances, the maxi- mum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“E-Green Electrical parties”), to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event shall E-Green Electrical be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by E-Green Electrical even if E-Green Electrical has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Each party to this agreement are responsible for their own insurance coverage.
Either party may terminate this Agreement by giving thirty (30) days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the Client, E-Green Electrical shall have the right to bill pro rata for work completed through to the date of that request, and for goods ordered or purchased specifically for this Project, while reserving all rights under this Agreement.
If additional payment is due, this shall be payable within fourteen days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by E-Green Electrical and E-Green Electrical shall own all rights to the work. The Client shall assume responsibility for payment of all legal fees necessitated by default in payment.
15. CLIENT RESPONSIBILITIES
If the Client or an agent of The Client other than E-Green Electrical attempts to alter the installation on site in a way that causes damage to the product, site or installation, the time to repair will be invoiced to the Client at our STANDARD or OVER- TIME hourly rate, and is an additional cost above the costs outlined in this Agreement.
16. ERRORS AND OMISSIONS
It is the responsibility of E-Green Electrical to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However E-Green Electrical is not liable for errors or omissions. The Client indemnifies E-Green Electrical against any loss or damage arising directly or indirectly from any errors and omissions.
17. VARIATIONS / GUARANTEES
Variations to the Schedules set out in E-Green Electrical written proposal are not covered in these terms and conditions and are so recognized by the Client. These include additional components, products and services required to ensure the project’s completion of the works. All variances are seen as the responsibility of the Client. E-Green Electrical does not guarantee any potential energy savings quoted. These are calculated in conjunction with the Client.
18. DISPUTE RESOLUTION
In the event of any dispute, disagreement or controversy regarding a Contract, these terms and conditions or their subject matter (Dispute) must be referred to determination under this section 18. In the event an agreement is not reached between the parties within five days of either party giving notice to the other that, said party notifies the other party it wishes to refer a matter to an Independent Expert. The Independent Expert will be such persons as is appoint by the NSW Law Society at the request of either party.
The Dispute Procedure:
a) The parties are entitled to make submissions to the Independent Expert in writing and will provide (or procure that others provide) the Independent Expert with all such assistance and documents as the Independent Expert may reasonably require for the purpose of reaching a decision. Each part shall supply each other with all information and give each other access to all documentation and personnel
as the other party reasonably requires to make a submission under this condition.
b) The Independent Expert will act as an expert and not as an arbitrator. The Independent Expert’s decision shall be final and binding on the parties in the absence of fraud or manifest error.
c) The Independent Expert’s fees and any costs properly incurred by him in arriving at his determination shall be borne by the parties in equal shares or in such proportions as the Independent Expert directs.