1.1 In these terms and conditions:
2.1 Unless otherwise agreed in writing between the Applicant and CEIC, these Terms and Conditions apply to the Applicant's Application and to all dealings between the Applicant and CEIC.
2.2 CEIC may, at any time, vary the Terms and Conditions at its sole discretion without providing any reason to the Applicant provided that CEIC either provides notice of the variation in accordance with these Terms and Conditions or publicises the variation on CEICs' Website.
2.2.1. the Applicant shall be bound by the variation from the time at which it receives such notice in accordance with these Terms and Condition or from the time at which the variation is publicised on CEIC website in accordance with this term, whichever occurs first.
2.2.2. the updated Terms and Conditions will supersede all previous Terms and Conditions.
2.3 Upon receipt of an Application completed by the Applicant, CEIC will consider the Applicant's Application and shall determine, in its sole discretion, whether to recognise the Applicant for Membership.
2.4 CEIC may, in its sole discretion, require the Applicant to provide such further documentary or other information as CEIC deems is required by CEIC in order to properly assess the Applicant's Application.
2.5 CEIC shall inform the Applicant as soon as reasonably practicable as to whether CEIC intends to recognise the Applicant as a Registered Member of CEIC.
2.6 The Applicant acknowledges that the applicant is not associated with any other buying group or an organisation with a similar practice to CEIC.
3.1 By completing the Application in full or in part, the Applicant has offered and agreed to be bound by these Terms and Conditions and acknowledges that approval by CEIC of the Application will create a binding contract between CEIC and the Applicant upon these Terms and Conditions.
4.1 The Applicant is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions. The word Applicant and Member shall be interchangeable for the other within these Terms and Conditions.
4.2 These terms and conditions may only be amended with CEIC's consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Member and CEIC.
4.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with the respectfull Electronic Transactions Act of Australia and Singapore or any other applicable provisions of that Act or any Regulations referred to in the country and that Act.
5.1 The Applicant acknowledges that recognition by CEIC of the Applicant as a Member of CEIC is conditional upon the following:
5.1.1 the Applicant at all times hold membership with Clean Energy Council ("CEC") of Australia, and is listed on CEC's website as an Accredited Installer - www.cleanenergycouncil.org.au/industry/installers.
5.1.2 the Applicant's Principal is a fit and proper person in the sole discretion of CEIC, and holds at all times relevant qualification and licenses from recognised national accreditation institutions.
5.1.3 the Applicant and its staff at all times comply with Local, State and Commonwealth laws including, but not limited to, any laws concerning occupational health and safety, and working within the clean energy sector.
5.1.4 the Applicant at all times complying with any Corporate Logo Policy as published by CEIC from time to time on CEIC Website.
5.2 The Applicant undertakes to inform CEIC immediately in the event that the Applicant is unable or likely to be unable to achieve one or more of the requirements set out in clause 5.1 herein.
6.1 CEIC agrees to publish on CEIC Website from time to time the benefits to which CEIC will make available from time to time to the Member ("Benefits").
6.2 CEIC agrees to pay the Member a Bi-annual Rebates based on cumulative spend across all goods procured by the Member("Rebate").
6.2.1 The percentage (%) of rebate rate payable varies from 1.0% to 4.0% and is subject to manufactures and CEIC sole discretion.
6.2.2 The Member will hold in confidence the rate of the Bi-annual rebate and the sum of rabate paid to the Member by CEIC.
6.2.3 Bi-annual Rebates are only paid to Financial Members.
6.2.4 The Bi-annual Period are:
6.2.4a. from 1st January to 30th June
6.2.4b. from 1st July to 31st December
6.2.4c. rebates are paid within 30 days of the preceding month.
6.3 CEIC may in its sole discretion amend the Benefits or the Rebates at any time and from time to time by posting notice of the new or amended Benefits or Rebates on CEIC Website or by removing the obsolete Benefits or Rebate from CEIC Website.
6.4 For the Avoidance of doubt, the Benefits and Rebates available to the Member at any one point in time will be the Benefits or Rebates listed on CEIC Website at that point in time.
6.5 CEIC may in its sole discretion refuse at any time and for any reason whatsoever, without having to provide a reason, to provide any one or more Benefit to the Member.
7.1 The Applicant is required to pay the Annual Fee to CEIC immediately upon receipt of Invoice for Membership ("Membership Fee").
7.1.1 failure to pay Membership Fees within five (5) business days of notification will result in suspension of Membership; and
7.1.2 failure to pay Membership Fees within fifteen (15) business days of original notification will result in cancellation of Membership.
8.1 CEIC will provide the Member with a Username/s and Password/s for use on CEIC's website ("Member Dashboard") and with 3rd party services (Benefits). Access to the dashboard and benefits will be granted subject to the correct entry of a user ID and password.
8.2 The Member agrees to keep the password and user ID confidential (and shall not disclose them to any other person) and to store them separately at all times.
8.3 Once access has been granted to CEIC's Member Dashboard and to Benefits, any activity taken under the Member's ID shall be deemed to be the actions of the Member, and the Member shall be liable for all costs incurred accordingly. CEIC accepts no responsibility for any unauthorised use of the Member's user ID and/or password, and shall not be liable for any loss (either direct or indirect) incurred by the Member as a result of an unauthorised third party accessing the Member's online account, (including, but not limited to, any loss of profits).
8.4 The Member agrees to advise CEIC immediately if the Member has reason to believe that the Member's user ID and/or password has been compromised.
8.5 In the event that the Member fails to comply with this clause 8, CEIC reserves the right to terminate the Member's access to CEIC's website or any of CEIC's services including benefits. Such termination shall be at CEIC's sole discretion, and may occur without prior notice or any notice to the Member.
9.1 The Member acknowledges and agrees that:
9.1.1 CEIC does not guarantee the website's performance or availability of any of its Goods; and
9.1.2 on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and
9.1.3 there are inherent hazards in electronic distribution and as such CEIC cannot warrant against delays or errors in transmitting data between the Member and CEIC including orders. The Member agrees that to the maximum extent permitted by law, CEIC will not be liable for any losses which the Member suffers as a result of online-ordering not being available or for delays or errors in transmitting orders.
9.2 CEIC reserves the right to terminate the Member's order in the event that CEIC learns that the Member has provided false or misleading information, interfered with other users or the administration of CEIC's Services, or violated these terms and conditions.
10.1 The Applicant shall give CEIC not less than fourteen (14) days prior written notice of any proposed change of ownership of the Applicant and/or any other change in the Applicant's details (including but not limited to, changes in the Applicant's name, address, contact phone or fax number/s, or business practice). The Applicant shall be liable for any loss incurred by CEIC as a result of the Applicant's failure to comply with this clause.
11.1 At CEIC's sole discretion the Price shall be either:
11.1.1 as indicated on the website or on the invoice provided by CEIC to the Member; or
11.1.2 the price as at the date of delivery of the Goods and Services to CEIC for on-forwarding to the Member; or
11.1.3 CEIC's quoted price (subject to clause 9.2) which will be valid for the period stated in the quotation or otherwise for a period of seven (7) days.
11.2 CEIC reserves the right to change the Price:
11.2.1 if a variation to the Goods and Services which are to be supplied is requested; or
11.2.2 if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
11.2.3 in the event of increases to CEIC in the cost of labour or materials (including, but not limited to, legislative changes, overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond CEIC's control.
11.3 At CEIC's sole discretion, a non-refundable deposit may be required.
11.4 Time for payment for the Goods and Services being of the essence, the Price will be payable by the Member upon receipt of Invoice or Packing List with BPay Reference Code:
11.4.1 on presentation of invoice and or packing list for the Goods and Services;
11.4.2 before delivery of the Goods and Services;
11.4.3 the date specified on any invoice or other form as being the date for payment; or
11.4.4 failing any notice to the contrary, the date which is three (3) days following the date of any invoice given to the Member by CEIC.
11.5 Payment may be made by cash, cheque, electronic/on-line banking, credit card (plus a surcharge of up to three and a half percent (3.5%) of the Price), or by any other method as agreed to between the Member and CEIC. CEIC may waver bank chargers and fees in whole or in part at its sole discretion.
11.6 Unless otherwise stated the Price for the Goods and Services as shown on CEIC invoice may not include managed services (MS), and goods and services tax (GST). In this instant, in addition to the Price for the Goods, the Member must pay managed service fees to CEIC including the amount of GST. The Member must pay for any supply of Goods and Services by CEIC under this or any other agreement for the sale of the Goods. The Member must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Member pays the Price. In addition the Member must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
12.1 Delivery ("Delivery") of the Goods is taken to occur at the time that:
12.1.1 the Member or the Member's nominated carrier takes possession of the Goods at CEIC's address; or
12.1.2 CEIC or CEIC's nominated carrier) delivers the Goods to the Member's nominated address even if the Member is not present at the address.
12.2 At CEIC's sole discretion, the cost of delivery is in addition to the Price.
12.3 The Member must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Member is unable to take delivery of the Goods as arranged then CEIC shall be entitled to charge a reasonable fee for re-delivery and/or storage.
12.4 CEIC may deliver the Goods in separate installments. Each separate installment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
12.5 Any time specified by CEIC for the delivery of the Goods is an estimate only and CEIC will not be held liable for any loss or damage incurred by the Member as a result of delivery being late. However both parties agree that they shall make every endeavor to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that CEIC is unable to deliver the Goods as agreed solely due to any action or inaction of the Member and/or third party (including, but not limited to, delivery of parts by third party suppliers) then CEIC shall be entitled to charge the Member any additional costs incurred by CEIC as a direct consequence of any resultant delay or rescheduling of delivery.
12.6 Further to clause 12.5, the Member accepts that Goods not in stock are subject to varying lead times based on the nature and the origin of the Goods. Once Goods have been ordered CEIC will advise the Member of an estimated lead time. The Member acknowledges that such lead times are subject to change without notice due to circumstances outside of CEIC's control. CEIC accepts no liability for any delay in delivery of the Goods.
13.1 The Member acknowledges that:
13.1.1 all descriptive specifications, illustrations, drawings, data, dimensions, technical information and weights stated in CEIC's website, fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Member shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless expressly stated as such in writing by CEIC;
13.1.2 where applicable, while CEIC may have provided information or figures to the Member regarding the performance of the Goods and Services, the Member acknowledges that CEICis not a subject matter expert and has provided the information in good faith, and are based on information or data available or generally available to the public by the manufacture of the goods and services.
13.2 The Member shall be responsible for ensuring that the Goods and Services ordered are suitable for their intended use.
13.3 The Member acknowledges and accepts that the supply of Goods and Services for accepted orders may be subject to availability and if, for any reason, the Goods and Services are not or cease to be available, CEIC reserves the right to vary the Price with alternative Goods as per clause 9.2. CEIC also reserves the right to halt all Services until such time as CEIC and the Member agree to such changes.
14.1 Risk of damage to or loss of the Goods passes to the Member on Delivery and the Member must insure the Goods on or before Delivery.
14.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Member, CEIC is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by CEIC is sufficient evidence of CEIC's rights to receive the insurance proceeds without the need for any person dealing with CEIC to make further enquirers.
14.3 If the Member requests CEIC to leave Goods outside CEIC's premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Member's sole risk.
14.4 Where the Member is to supply CEIC with any design specifications (including, but not limited to CAD drawings) the Member shall be responsible for providing accurate data. CEIC shall not be liable whatsoever for any errors in the Goods that are caused by incorrect or inaccurate data being supplied by the Member.
14.5 Any advice, recommendation, information, assistance or service provided by CEIC in relation to Goods or Services supplied is given in good faith, is based on CEIC's own knowledge and experience and shall be accepted without liability on the part of CEIC and it shall be the responsibility of the Member to confirm the accuracy and reliability of the same in light of the use to which the Member makes or intends to make of the Goods or Services. /p>
15.1 CEIC and the Member agree that ownership of the Goods shall not pass until:
15.1.1 the Member has paid CEIC all amounts owing to CEIC; and
15.1.2 the Member has met all of its other obligations to CEIC.
15.2 Receipt by CEIC of any form of payment shall not be deemed to be payment until that form of payment has been honored, cleared or recognised by the CEIC's bank.
15.3 It is further agreed that:
15.3.1 until ownership of the Goods passes to the Member in accordance with clause 15.1, the Member is only a bailee of the Goods and must return the Goods to CEIC on request.
15.3.2 the Member holds the benefit of the Member's insurance of the Goods on trust for CEIC and must pay to CEIC the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
15.3.3 the Member must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Member sells, disposes or parts with possession of the Goods then the Member must hold the proceeds of any such act on trust for CEIC and must pay or deliver the proceeds to CEIC on demand.
15.3.4 the Member should not convert or process the Goods or intermix them with other goods but if the Member does so then the Member holds the resulting product on trust for the benefit of CEIC and must sell, dispose of or return the resulting product to CEIC as it so directs.
15.3.5 the Member irrevocably authorises CEIC to enter any premises where CEIC believes the Goods are kept and recover possession of the Goods.
15.3.6 CEIC may recover possession of any Goods in transit whether or not delivery has occurred.
15.3.7 the Member shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of CEIC.
15.3.8 CEIC may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Member.
16.1 The Member must inspect the Goods on delivery and must immediately notify CEIC in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Member must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Member must allow CEIC to inspect the Goods.
16.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
16.3 The Member acknowledges that CEIC acts for the Member in procuring Goods and Services for an on behalf of the Member. The Member shall not hold CEIC liable directly or indirectly for defects or damages or for warranty for the Goods and Services procured for the Member.
16.4 Pursuant to 16.3, the Member will indemnify and continue to indemnify CEIC for any defects associated with Goods and or Services procured for the Member.
17.1 CEIC may cancel any contract ('Membership') to which these terms and conditions apply or cancel delivery of Goods and or Services at any time before the Goods and or Services are delivered by giving written notice to the Member. On giving such notice CEIC shall repay to the Member any money paid by the Member for the Goods and or Services. CEIC shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.2 In the event that the Member cancels delivery of Goods and or Services, the Member shall be liable for any and all loss incurred (whether direct or indirect) by CEIC as a direct result of the cancellation (including, but not limited to, any loss of profits).
17.3 Cancellation of orders for Goods and or Services made to the Member's specifications, or for non-stockist items, will definitely not be accepted once production has commenced, or an order has been placed.
18.1 The Member agrees to notify CEIC in writing immediately of any legal proceedings that have been commenced against the Applicant, any change in the ownership of the Member or its trading entity, any change in name of the Member or trading entity, any material changes in the structure or shareholding of the Applicant, any change in Directors of the Applicant and any appointment of any provisional liquidator, liquidator, receiver, manager or Administrator to the Applicant and any other material changes that are likely to impact upon CEIC and the suitability of the Applicant to be recognised by CEIC as a Member or are likely to affect the Disclosure provided by the Applicant in part 6 of the Application or that are likely to bring CEIC into disrepute or cause bad public perception.
19.1 CEIC reserves the right to review at any time and without reason the status of the Member.
19.2 CEIC may conduct its review of the Member in accordance with term 19.1 herein on such terms and under such conditions as CEIC deems appropriate at the time in its sole discretion and may delegate the review to a sub-committee.
19.3 Following a review in accordance with clause 19.2 of these Terms and Conditions, CEIC may in its sole discretion:
19.3.1 require the Member to attend to any matter or provide any information or documentation that CEIC deems in its sole discretion is reasonably required for CEIC to recognise or continue to recognise the Applicant or the Membership;
19.3.2 determine at any time and for whatever reason to no longer recognise the Applicant or the registered Member, without providing a reason and without providing notice to the Member and in such circumstances CEIC will not be liable to the Member for the return of any part or whole of the Annual Fee or the provision of Benefits or the accumulated Bi-annual Rebate.
20.1 The Applicant warrants that it is solvent.
20.2 As a Member of CEIC, the Applicant acknowledges that it has a continuing obligation to ensure that it has the future ability to pay all of its debts as and when they fall due and agrees to provide immediate notification to CEIC in the event that it is unable or likely to be unable to meet its debts.
21.1 The Applicant agrees to indemnify CEIC against all reasonable costs incurred by CEIC in relation to this Application or breach by the Applicant of these Terms and Conditions and including but not limited to enforcement of the Terms and Conditions and actions, claims, proceedings or demands made against CEIC for any loss, injury or damage as a result of a breach of the Terms and Conditions by the Applicant.
21.2 The Applicant releases and indemnifies CEIC against any loss or damage suffered by the Applicant by reason of these Terms and Conditions, the Benifits, the Bi-annual Rebates, its dealings with CEIC and its recognition or non-recognition of the Applicant as a CEIC registered Member or by the refusal of CEIC to recognise the Applicant as a CEIC registered Member.
22.1 For CEIC and the Applicant, it is necessary for the parties ("Party") to provide to each other information about the business, the opportunities, risk and issues, including proprietary data, product pricing, special offer, member rebates, information and knowledge. To the extent that such data, information and knowledge is provided in written form, or in any form, or verbally through conversation by the disclosing Party at the time of the exchange, the receiving Party agrees to hold such information in the strictest confidence for a period of five (5) years from the date of receipt, and further agrees that, within that period of time, neither Party will use any such proprietary data or information or knowledge, except in connection with this Agreement; with any future Agreements between the Parties; and will not disclose any such data or information or knowledge to any third party, unless authorized in writing by the disclosing Party.
22.2 CEIC and the Applicant ("we", "us", "our", "receiving Party", "disclosing Party") acknowledge and agree that:
22.2.1 Confidential Information (collectively, "Confidential Information") must only be used for the exclusive purpose by us;
22.2.2 we will not misuse, resell, or otherwise disclose any Confidential Information to any third party, in whole or in part, for any purpose (other than to our employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis provided , or as required by applicable public records or other law, or pursuant to this Agreement, and future Agreements provided we have taken the necessary precautions of the kind generally taken with confidential information to ensure the confidentiality of the information made available to such parties);
22.2.3 in the event that we engage any third party to facilitate our obligations under this Agreement, and future Agreements, we shall ensure that such third party implements complies with reasonable security measures in handling any Confidential Information; and
22.3 We shall procure that any and all of our officers, employees and Associates comply with each of the obligations contained in this Confidentiality & Non-Disclosure Agreement.
22.4 The receiving Party shall immediately notify the disclosing Party if we become aware of or suspect any unauthorised access to, or use of, any Confidential Information, and shall cooperate with the disclosing Party in the investigation of such breach and the mitigation of any damages caused by the breach. We will bear all associated expenses incurred by the disclosing Party in complying with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorised access or acquisition of Confidential Information while such data is in our possession or control. Upon termination or expiration of this Agreement, we shall, as directed by the disclosing Party, destroy or return to disclosing Party all the Confidential Information in our possession, or in the possession of any of your agents or Associates.
22.5 In the event the Applicant breaches these Terms & Condtions, and or the 'Member Code of Conduct' in whole or part thereof, CEIC reserves the exclusive right to terminate the Applicants Membership, access to CEIC’s website or any of CEIC’s services including benefits. Such termination shall be at CEIC’s sole discretion, and may occur without prior notice or any notice to the Member.
22.6 We acknowledge, confirm and agree that:
22.6.1 all the prohibitions and restrictions contained in this Confidentiality & Non-Disclosure Agreement are reasonable in the circumstances and are necessary to protect the goodwill and business of the Parties to this Agreement;
22.6.2 damages are not an adequate remedy if we or our Associates breach this Confidentiality & Non-Disclosure Agreement; and
22.6.3 the disclosing Party may apply for injunctive relief and a decree of specific performance and any other relief allowed under applicable law (including monetary damages if appropriate) if:
22.6.3a we or our Associates breach or threaten to breach this Confidentiality & Non-Disclosure Agreement or
22.6.3b it believes that you or your Associate has or is likely to breach this Confidentiality & Non-Disclosure Agreement
23.1 Any notice required to be given or made by or pursuant to this Agreement shall be given or made in writing and signed by the party and shall be posted, faxed or served at the address appearing for the Applicant on the Application Form and for CEIC on CEIC Website or such other address as the parties shall advise each other from time to time.
23.2 Notices shall be deemed to have been received:
23.2.1 if personally served, at the time of service;
23.2.2 if mailed, on the third business day after date of mailing; and
23.2.3 if sent by facsimile, on the business day the same is dispatched, or if not dispatched on a business day, the next business day following the dispatch.
23.2.3a either party may change their address or facsimile number by giving notice to that effect to the other party pursuant to the earlier provisions hereof.
24.1 CEIC will not be liable for any default of these Terms and Conditions that is due to any condition that is outside of the reasonable control of CEIC, including but not limited to, flood, fire, storm or industrial action.
25.1 For Goods and Services procured from Australia and provided to the Member, these Terms and Conditions are governed by the laws of New South Wales and the parties irrevocably agree to submit all disputes arising between them to the courts or tribunals of New South Wales.
25.2 For Managed Services provided to the Member from Singapore, the Terms and Conditions are governed by the laws of Singapore and the parties irrevocably agree to submit all disputes arising between them to the courts or tribunals of Singapore.
26.1 If any provision of these terms and conditions is deemed invalid, void, illegal or unenforceable, the validity, existence, legality and enforce ability of the remaining provisions shall not be affected, prejudiced or impaired.
26.2 The terms and conditions herein contain the entire understanding between the parties and supersede all prior communications and no party relies on any representation made to the other.
26.3 The failure of either party to enforce any provisions under the terms and conditions herein will not waive the right of such party thereafter to enforce any such provisions.
26.4 The Applicant may not assign any of its rights, obligations or benefits under the Terms and Conditions without CEIC's express consentin writing.
26.5 The Applicant undertakes to provide immediate notice to CEIC of any change in control, directors or partners or shareholders of the Applicant.
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