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SUPERCHARGED ENERGY GENERAL TERMS AND CONDITIONS (“TERMS”)

  1. Nature and Scope of Terms

1.1 Unless otherwise agreed in writing, these Terms apply to all sales of Solar

Energy Equipment by Supercharged Energy, all rental or hire of

equipment and all agreements Supercharged Energy enters into in

respect of the sale and purchase of power. Any terms in respect of sale,

hire or purchase of power that are entered into between Supercharged

Energy and the Customer are additional to these Terms and shall also

apply to the sale or hire of solar energy equipment or purchase of power

(as relevant). Headings in these Terms are a guide only and shall not

effect interpretation of these Terms. If there is any conflict of inconsistency

between these Terms and any other agreement between Supercharged

Energy and the Customer, the other agreement shall prevail over these

Terms.

1.2 Once an Order has been made by the Customer, the Customer shall not

be entitled to withdraw any such order for 20 Business Days or for any

longer period set out in any other agreement between the Customer and

Supercharged Energy. In the event that an Order has not been accepted

by Supercharged Energy in accordance with any agreed timeframe, then

the Customer may cancel the Order. Supercharged Energy may decline

to accept an Order and cancel an Order at any time prior to acceptance.

Neither party shall have any claim against the other in respect of any

cancellation in accordance with this clause.

1.3 Notwithstanding that an agent of Supercharged Energy may sign this

Order to confirm the details therein, no Order is binding on Supercharged

Energy until it further confirms in writing that it has accepted the Order

and, without limiting the foregoing, Supercharged Energy may require the

Customer to enter into further agreements relating to the sale or hire of

equipment or purchase of power prior to accepting an order and may

require a guarantor of the Customer’s obligations prior to accepting an

order.

  1. Installation of Solar Energy Equipment.

2.1 Where Supercharged Energy installs Solar Energy Equipment for the

Customer as part of an Order, it warrants that all such installation will:

(a) comply with all relevant law (including, without limitation, the

Electricity Safety Regulations 2010);

(b) all electrical work shall be undertaken by an electrical technician;

and

(c) be reasonably fit for the purpose for which it is intended, provided

that the purpose is fully communicated in writing by the Customer.

2.2 Unless otherwise agreed in writing, all installation work shall be completed

on a business day during normal working hours (7am to 6pm).

2.3 A Customer shall provide Supercharged Energy with notice of any defects

in workmanship within 3 calendar months of installation and

Supercharged Energy shall make good any proven defects in

workmanship.

2.4 Supercharged Energy does not warrant the quality or performance of any

Solar Energy Equipment installed or provided by it, but it shall pass on the

benefit of any manufacturer’s warranty to the Customer. Unless stated in

any other agreement with Supercharged Energy and subject to clause

5.2, it shall be the Customer’s responsibility to ensure that any warranty,

registration or other manufacturer’s terms are complied with following

installation and the Customer sole remedy will be with the manufacturer.

2.5 Supercharged Energy shall effect and maintain Public Liability Insurance

to a value of not less than $5,000,000.00.

  1. Exclusions

3.1 The Customer is responsible for connection of all Solar Energy Equipment

to the National Grid and the installation of any meter at the premises and

must organise that with its electricity retailer/distributor. Although

Supercharged Energy:

(a) will assist the Customer with the completion of any paperwork that

the Customer is required to supply to its electricity retailer/distributor

in respect of connection of the Solar Energy Equipment to the

National Grid; and

(b) may assist the Customer with connection to the National Grid and/or

installation of a metre at the premises at the Customer’s request, the

Customer is wholly responsible for all costs, risks and any other

liability incurred in respect of that connection and Supercharged

Energy excludes all responsibility or liability in respect of any such

work to the fullest extent permitted by law. In no circumstances will

Supercharged Energy have any liability for any delay, costs, or

failure to connect the Solar Energy Equipment to the National Grid.

3.2 If the Customer’s meter board and/or switch board does not meet current

standards, it may be necessary to upgrade them as part of the installation.

Any costs with such installation are not included in the Order and

Supercharged Energy shall be entitled to charge installation fees to the

Customer if it is required to undertake such work.

  1. Cost Increases and Payments

3.1 Subject to any different terms in an agreement between the Customer and

Supercharged Energy in respect of the sale or hire of solar energy

equipment or the purchase of power, the Customer shall pay

Supercharged Energy any deposit stated in the Order upon acceptance

of the Order by Supercharged Energy and the balance owing upon

installation. Where the Customer has nominated a credit card as the

Customer’s preferred payment method, the Customer authorises

Supercharged Energy to deduct any payments made in accordance with

these Terms from that credit card.

3.2 Supercharged Energy’s prices referred to in these Terms or any other

agreement with the Customer are exclusive of GST (unless expressly

stated otherwise). The Customer shall pay GST on any supply of

goods and services by Supercharged Energy , as invoiced by the

Supercharged Energy on the payment terms that relate to that invoice

and, if rendered on the same date or on the same invoice as the

Equipment supplied, at the same time as payment for the Equipment to

which the GST relates.

3.3 If in the period of 20 Business Days’ from the date that the Customer has

made the Order, any of Supercharged Energy’s costs are increased as a

result of factors beyond the reasonable control of Supercharged Energy,

including, without limitation, changes in the costs of labour, materials,

employers liability, freight, insurance, third party insurance, GST or any

other taxes or levies, then the Customer shall additionally pay the amount

of any such increase.

3.4 Where a variation to the installation is required due to a request by the

Customer or due to the nature or location of the installation which could

not have been reasonably foreseen by the Contractor in the

circumstances at the time of the Order, then the party seeking the

variation shall set out full details of the required variation in writing to the

other and the parties shall, acting reasonably, agree and increase or

decrease in price which shall be added to the price of the installation and

Supercharged Energy shall prepare a record of the Variation setting out

in full the variation, any delay as a consequence and the change in price

and how it is constituted, which both parties shall sign.

3.5 If the parties cannot agree the cost of any variation, the following shall be

applied as follows:

(a) Additions shall be charged at cost plus overheads, plus 10%

together with materials at trade price plus 20%; and

(b) Deleted/subtracted work shall be written down at cost.

3.6 To the extent permitted these terms replace any other terms that might

otherwise be implied by the Construction Contracts Act 2002.

  1. Title, risk and insurance and the Personal Property Securities Act

1999 (“PPSA”)

4.1 All Solar Energy Equipment supplied by Supercharged Energy to the

Customer shall at all times remain the property of the Supercharged

Energy, and subject to any rental or hire agreement between the

Customer shall have no right, title or interest in or to the goods supplied

by Supercharged Energy (save the right to possession and use of the

Solar Energy Equipment subject to the terms and conditions of the

Agreement) until all amounts payable to Supercharged Energy are paid in

full.

4.2 The risk of loss, theft, damage or destruction of the Equipment shall pass

to the Customer on delivery to the premises specified by the Customer.

The Equipment shall remain at the sole risk of the Customer and the

Customer shall maintain such insurance as Supercharged Energy may

from time to time consider reasonably necessary and advise to the

Customer and the Customer shall provide evidence of such insurance to

Supercharged Energy upon request. If the Customer fails to effect or

maintain any of the insurances required under the Agreement, the

Supercharged Energy shall be entitled (at its sole discretion) to effect and

maintain the same, pay such premiums as may be necessary for that

purpose and recover the same as a debt due from the Customer.

4.3 The Customer shall give immediate written notice to the Supercharged

Energy in the event of any loss, accident or damage to Solar Energy

Equipment while at the Customer’s premises prior to payment by the

Customer.

4.4 The Customer shall, on demand, supply copies of the relevant insurance

policies or other insurance confirmation acceptable to the Supercharged

Energy and proof of premium payment to the Supercharged Energy to

confirm the insurance arrangements.

4.5 Prior to the Customer paying all amounts owing to Supercharged Energy

in full, the Customer grants a specific security interest in all Solar Energy

Equipment provided by Supercharged Energy and the proceeds of all

such Solar Energy Equipment in terms of the PPSA.

4.6 The Customer will, if requested by the Supercharged Energy, sign any

documents, provide all necessary information and do anything else

required by the Supercharged Energy to ensure that the security interest

is a perfected purchase money security interest (as that term is defined in

the PPSA).

4.7 The Customer will not enter into any security agreement that permits any

other person to register any security interest in respect of the Equipment

or the proceeds of such Equipment.

4.8 The Customer agrees, (to the extent permitted under the PPSA and

unless the Supercharged Energy agrees by notifying the Customer in

writing), that the Customer will have no rights under Part 9 (Enforcement)

of the PPSA. For example, but without limitation,

(a) the Customer will have no rights under sections 114(1)(a) (to receive

notice of sale), section 117(c) (relating to distribution of surplus), and

section 133 (reinstating the agreement),

(b) the Customer waives its rights under section 116 (to receive statement of

account) and sections 120(2) and 121 (to receive notice of any proposal

and object to any proposal to retain the Equipment).

4.9 The Customer waives its right under the PPSA to receive a copy of any

verification statement or financing change statement (as those terms are

defined in the PPSA).

4.10 The Customer agrees that where the Supercharged Energy has rights in

addition to those in Part 9 of the PPSA, those rights will continue to apply.

4.11 If the Customer is in default of these terms, and without prejudice to any

other claims Supercharged Energy may have in respect of the default, the

Customer will return the Solar Energy Equipment at its cost to

Supercharged Energy upon demand and if the Customer fails to do so

within 10 working days of such demand, or where Supercharged Energy

reasonably believes the Solar Energy Equipment are at risk,

Supercharged Energy’s agent may enter upon and into land and premises

owned, occupied or used by the Customer, or any premises

where the Solar Energy Equipment are situated as the invitee of the

Customer and take possession of the Solar Energy Equipment, and

Supercharged Energy will not be liable for any reasonable loss or damage

suffered as a result of any action by Supercharged Energy under this

clause.

  1. Liability

5.1 Supercharged Energy’s maximum aggregate liability for breach of the

Agreement (including any liability for the acts or omissions of its

employees, agents and subcontractors), whether arising in contract, tort

(including negligence), misrepresentation or otherwise, shall in no

circumstances exceed the cost of the goods and services provided by

Supercharged Energy.

5.2 Notwithstanding any other provision in these terms, where the Solar

Energy Equipment are supplied for personal, domestic or household use

by the Customer, these Terms shall be read as subject to the Consumer

Guarantees Act 1993 and clauses 5.3 does not apply.

5.3 If the Customer is acquiring goods and services from Supercharged

Energy primarily for the purposes of a trade or business or for commercial

or investment purposes, the Customer acknowledges:

(a) that the provisions of the Consumer Guarantees Act 1993 do not

apply to the supply of the goods and services by Supercharged

Energy to the Customer.

(b) that it must rely upon its own judgment as to the nature, quality and

condition of the goods and services supplied by Supercharged

Energy and as to their sufficiency for any use or purpose;

(c) that Supercharged Energy is under no duty to ascertain the

suitability of the goods or services t for any purpose whatsoever and

that no such representation has been made by the Supercharged

Energy, whether during negotiations prior to these Terms being

entered into or at any other time and accordingly, the parties agree

to contract out of sections 9, 12A, 13 and 14(1) (as applicable) of

the Fair Trading Act 1986 in respect of these Terms and any other

agreement between them.

5.4 Subject to any rights the Customer may have under clause 4.12, these

terms set forth the full extent of the Supercharged Energy’s obligations

and liabilities in respect of the goods and services it provides to the

Customer. In particular, there are no conditions, warranties or other terms,

express or implied, including as to quality, fitness for a particular purpose

or any other kind whatsoever, that are binding on the Supercharged

Energy except as specifically stated in the Agreement. The conditions,

warranties and guarantees set out in the Sale of Goods Act 1908, Part 3

of the Contract and Commercial Law Act 2017 or implied by the common

law will not apply and are expressly excluded from these Terms to the

maximum extent permitted by law.

5.5 To the fullest extent permitted by law, neither party shall be liable under

this Agreement for any: (a) loss of data; (b) loss of anticipated savings or

goodwill; (c) loss of business, contracts or any business interruption; or

(d) indirect or consequential loss or special, compensatory or punitive

damages, and in each case however caused, even if foreseeable or

notified by the other party . Supercharged Energy shall not be liable to

Customer under or in connection with the Agreement for any loss of profits

or loss of revenue, howsoever arising.

  1. Indemnity

6.1 The Customer indemnifies Supercharged Energy from and against all

liabilities, expenses, losses, damages and costs (including legal costs on

a full indemnity basis whether incurred by or awarded against a party)

including those associated with any third party claim, and whether arising

under contract, tort (including negligence) or otherwise and additionally

shall fully indemnify Supercharged Energy or its directors, principals,

employees, contractors or agents sustains or incurs (directly or indirectly)

arising out of or resulting from:

(a) Any breach of these Terms by the Customer;

(b) Any contravention of applicable laws or regulations by the

Customer, including export and import control laws;

(c) Any claim by any third party arising from any act or omission of the

Customer in connection with these Terms (whether negligent or not),

including:

(d) Any misrepresentations, warranty or agreement, express or implied

made by the Customer with respect to the Supplier, or any third party

supplier or manufacturer of the goods supplied to Supercharged

Energy by the Customer;

(e) Without limiting the foregoing, any negligent, wilful, reckless or

unlawful act or omission of, or any intentional misconduct by the

Customer in connection with these Terms; or

(f) Any claim by the Customer, to the extent that such claim is beyond

the scope of Supercharged Energy’s liability to the Customer under

these Terms.

  1. Health and Safety

7.1 The Customer Supercharged Energy and its contractors, employees,

agents or principals (“Personnel”) will abide by the health and safety

policies of the Customer and agrees that where required personnel will

personally comply with and observe all safety precautions and procedures

including wearing protective clothing and equipment if required to do so

at the Customers Premises

7.2 Supercharged energy shall take reasonable care of the safety of all of its

Personnel at the Customer’s premises and abide by good and safe work

practices to comply with the requirements of the Health and Safety at

Work Act 2015.

7.3 Both parties shall work together to identify or point out any hazards or

potential hazards that come to their attention and shall work together to

eliminate such hazards

7.4 Without limiting any other provision of these Terms, should Supercharged

Energy reasonably form the view that its Personnel will be unsafe in

performing the work at the premises of the Customer, it may suspend work

until the Customer eliminates any identified hazards or may cancel this

contract if the Customer cannot do so or does not do so on reasonable

notice.

Privacy Act 1993

7.1 The Customer and any party or parties guaranteeing its obligations and

liabilities under the Agreement (“Guarantor(s)”) authorise the

Supercharged Energy to: (a) collect, retain and use any information about

the Customer for the purpose of assessing the Customer’s

creditworthiness or marketing products and services to the Customer; and

(b) disclose information about the Customer, whether collected by the

Supercharged Energy from the Customer directly or obtained by the

Supercharged Energy from any other source, to any other credit provider

or any credit reporting agency for the purposes of providing or obtaining

a credit reference, debt collection or notifying a default by the Customer.

Where the Customer and/or the Guarantor(s) are an individual the

authorities under this clause are authorities or consents for the purposes

of the Privacy Act 1993.

7.2 The Customer and/or the Guarantors shall have the right to request from

the Supercharged Energy a copy of the respective information retained

by Supercharged Energy in respect of them and the right to request the

Supercharged Energy to correct any incorrect information in respect of

them.

  1. Definitions

In these Terms, the following capitalised Terms bear the meanings set out

in this clause 8:

Business Day: a day other than a Saturday, Sunday or public holiday in

Auckland, New Zealand;

Customer: the person, company, firm or organisation which has signed

the Order relating to Solar Energy Equipment or relating to the purchase

of power from Supercharged Energy;

Delivery: the transfer of physical possession of the Equipment to the

Customer;

Deposit: The sum to be paid by the Customer to the Supercharged

Energy prior to Delivery (if any), on the date specified in the Order or as

otherwise agreed between the Parties;

GST: means Goods and Services Tax payable in terms of the Goods and

Services Tax Act;

Order: means Supercharged Energy’s Solar Equipment Purchase/Rental

Order and Tax Invoice and Power Purchase Order Form or any other

written order form in a form which is expressly accepted by Supercharged

Energy in writing;

National Grid means New Zealand’s national electricity grid;

Party: means either the Supercharged Energy or the Customer and

“Parties” means both the Supercharged Energy and the Customer;

Site: means (i) the Customer’s premises or (ii) such other premises that

the Customer has the lawful right to install or utilise the Equipment and

which the Supercharged Energy has approved in writing in advance;

Solar Energy Equipment means solar energy equipment provided by

Supercharged Energy which generates electricity and may be

connection to the National Grid and also includes any other goods or

personal property that may be supplied by Supercharged Energy to the

Customer; and

Supercharged Energy: means Auckland Commercial Solar Limited trading as

Supercharged Energy.