ENERGY EFFICIENT LIGHTING PURCHASE AND INSTALLATION AGREEMENT: 1. DEFINITIONS: I. "Product" is the LED Highbay, LED Tube, LED Downlight, LED Shoplight, LED Floodlight and any other energy efficiency lighting product or service specified in the Quote. II. "GST" is the Goods and Services Tax under the GST Act. (Goods and Services Tax) Act and includes other GST related legislation. III. “Installer” is the licensed contractor undertaking the Installation or their sub-contractors. IV. “Contract” means the quote and these Terms and Conditions. V. “Premises” mean the address at which the products will be installed. VI. “Price” means the final cost payable by client for the Product and Installation. VII. “Quote” means the document specifying the product, the price of the product and the installation cost for the product given to client by Victorian Power Savers. VIII. “Victorian Energy Efficiency Target (VEET) means the Victorian Energy Efficiency Target (VEET), a Victorian- based energy efficiency scheme, introduced by the Victorian government in January 2009. The VEET works by establishing a market for tradable Victorian Energy Efficiency Certificates (VEECs). The certificates are made by APs when energy saving activities are undertaken that improve energy efficiency in a variety of residential, commercial and Industrial settings. IX. “Victorian Energy Efficiency Certificates (VEECs)” means the certificates generated from completed and verified energy savings initiatives under VEET, issued by the Essential Services Commission (ESC) of Victoria. 2. SERVICES PROVIDED: X. Victorian Power Savers provides the service of installation of energy efficient lighting equipment (product) at the premises of the client. XI. Victorian Power Savers procures the product for the client in the required quantities as required and agreed upon, on the prices as mentioned in the quote. XII. All installations are in alignment with all relevant Australian standards. The Victorian Power Savers is an experienced and certified electrical contractor and compliant under Victoria n and Federal authorities. 3. PAYMENT: (Applicable if the lighting upgrade was not provided 100% free of cost) XIII. The client may receive a discount equivalent to the value of VEECs generated determined by Victorian Power Savers. When the client accepts this discount (or free offer) the client immediately assign s to Victorian Power Savers the right to create Energy Saving Certificates or Victorian Energy Efficiency Certificates generated by the Product installation. XIV. The invoice may include certain extra expenses as incurred by the Victorian Power Savers to complete installation due to certain adverse conditions or due to additional work being completed, necessary to complete the installation at the premises. Victorian Power Savers will inform the client regarding any additional expenditure to be incurred. XV. A deposit of 5 0% of estimated total amount of contract must be made at the time of signing of the agreement by the client. XVI. The remainder of the amount may be paid before or after completion of the contract. This amount must not be paid before the end of cooling off period. 4. COOLING OFF PERIOD: XVII. A cooling off period is applicable to this contract. This period last for 10 business days. Shorter periods maybe applicable if agreed upon by both the parties. XVIII. The cooling off period will begin from the next day on which the quote form is signed. XIX. The quote can be canceled, in writing, at any time before the end of cooling off period. XX. If the cancellation request is received by the Victorian Power Savers before the end of cooling off period, the amount paid at the time of signing the quote shall be refunded in full. XXI. If the cancellation request is received after the cooling off period has ended then the client shall be liable to pay the amount equal to the cost incurred by the Victorian Power Savers in procuring the materials for the completion of contract. 5. OBLIGATIONS OF VICTORIAN POWER SAVERS: XXII. All of the installation will be completed by Victorian Power Savers or its contractors. XXIII. All installations will be carried out in compliance with all Australian standards. XXIV. The customer will be reminded regarding the installation date via phone by Victorian Power Savers or it’s agent. XXV. If the installation is not completed by the Victorian Power Savers on the appointed date, a new date for the upgrade shall be issued. XXVI. The Victorian Power Savers or its agents will inform the client regarding any changes that need to be made to the structure to facilitate the work. This will be undertaken only if completely necessary and prior approval of the client shall be received. XXVII. If there is any pre-existing fault or damage in the electric wiring or fixtures, the Victorian Power Savers will inform the client and shall offer to repair them at an additional cost. VII. The Victorian Power Savers will ensure the proper function of the system once the installation has been completed. VIII. The Victorian Power Savers and its workers work under applicable occupational health and safety guidelines and may refuse to start or continue work if they perceive a risk. 6. OBLIGATIONS OF THE CLIENT: IX. Client must ensure that authorized personnel are present at all times during the installation. X. The personnel present must be authorized to allow Victorian Power Savers staff access to the premises for the installation and to sign the assignment form at the completion of the installation. XI. The client must ensure that the site is suitable to accommodate the installation. XII. The client is responsible for any repairs by painting or plastering that may be required after the installation. XIII. The client shall be responsible for damages that may occur via installation due to the condition of the site or any consequential damage. XIV. The client shall make any relevant payments on time via the approved methods of payment. XV. The client shall pay for any additional expenses incurred by Victorian Power Savers to repair any pre- existing damage to complete the installation. XVI. Once work has commenced and the client has given permission to proceed with the upgrade, then in the event that the client cancels the upgrade, the client shall pay for the remaining labour costs for the electricians and labourers/upgrade managers. This figure will be calculated at $80 an hour for the electricians and $30 an hour for the labourers/upgrade managers. This hourly rate will be multiplied by the remaining hours that were scheduled for the upgrade. XVII. O nce the products are installed – the client must complete and sign an Assignment Form –Commercial Lighting. In signing this form, the client will agree to assign the VEECs created from the installations of these products to Victorian Power Savers as set out in the formal “assignment” on the Assignment Form. 7. TITLE: Victorian Power Savers sha ll retain title to the products installed at the installation site until Victorian Power Savers receives from client the full amount of the Purchase Price as cleared funds whereupon such title shall pass to client. If the purchase price is $0, title will pass to client once the client signs the Assignment Form. 8. RISK: Client shall assume the risk in the products upon delivery of the products to the Installation site. 9. WARRANTIES: I. All products supplied are covered by such warranties as are specified by the manufacturer of the product and supplied subject to the product standards detailed by the manufacturer. II. On discovery of any defect i n the product, client must immediately notify Victorian Power Savers in writing of such defect. III. A one-year in-house workmanship warranty is pro vided for all i nstallation wo rk. This warranty applies where the product is used according to manufacturer’s directions of use and is not damaged by client or a third party as a resultof interference, negligence, willful damage or damage from inclement weather or natural disaster. IV. If the client wishes to make a claim on a warranty outside of the one- year in house warranty, then the client will need to do so during the warranty period for the specific product. Client is responsible for any costs i ncurred in removing and returning any components to the manufacturer under the warranty. V. The provisions of any act or law (including but not limited to t he Competition a nd Consumer Act (2010) i mplying terms, conditions and warranties, or any o ther terms, conditions and warranties which might otherwise apply to or arise out of this contract are hereby expressly negated and excluded to the full extent permitted by law. 10. INDEMNITY: Client agrees to indemnify and keep indemnified Victorian Power Savers, its employees, directors, officers and agents against any and all claims, loss, damage, costs orexpense of whatever kind or nature incurred by Victorian Power Savers arising as a result of any breach of contract, negligence or willful default by client in carrying out or failing to carry out client’s obligations under this Quote. 11. POSTPONEMENT OR CANCELLATION OF APPOINTMENT: The client can request the cancellation of the appointment or postpone it, but if such a request is made within 24 hours ofthe appointment then Victorian Power Savers shall levy a cancellation fee of a minimum of $99 (including GST). 12. PRIVACY CONSENT: The client under this agreement consents to the Victorian Power Savers - I. Sharing personal information provided by client with any of Victorian Power Savers’ dealers, manufacturers, suppliers and contractors for purposes related to the purchase, supply and installing of equipment. II. Contacting client by phone or arranging a site visit after the install to perform quality assurance and/or technical monitoring of the job to ensure it complies with Victorian Power Savers, government and industry standards. III. Using photographs of the upgrade as well as any associated business logos for any marketing campaigns. IV. The customer can opt out from our mailing list by emailing info@vicpowersavers.com.au 13. DEFAULT: I. The client will be considered to have committed default when: a) Client has not made any payment which has become due. b) Violated any provisions of this agreement. c) Client has provided false or misleading information. II. If any of the default continues even 14 days after the Victorian Power Savers has issued a notice to client, then all the sums payable and owed by client to Victorian Power Savers shall become due at the end of the above period and immediately payable. In case of violation of this agreement by the client Victorian Power Savers shall be compensated by client for any and all expenses incurred by Victorian Power Savers to enforce this agreement. III. In case of any default in timely payment of money due by client, the Victorian Power Savers shall be entitled to receive 7% monthly interest on amount due from the date it became due to the day of receipt of due amount. 14. DISCLAIMER: IV. The Victorian Power Savers shall not bear any additional costs to complete the installation. V. The Victorian Power Savers shall not reimburse the client for any damage to site to complete installation. VI. Repairs of previously damaged wiring or structure necessary to complete installation should be done by client and if done by Victorian Power Savers on request of client, the client must pay for it. VII. The Victorian Power Savers shall not be responsible for any losses that the client may incur due to installation of product. VIII. To the exte nt permitted by law Victorian Power Savers shall not be liable for any claims, l oss, damages, costs or expense incurred by client, client’s employees, directors, officers or agents as a result of Victorian Power Savers carrying out its obligations under this Quote or of and incidental to the supply and installation of the Product except where that claim, l oss, damage, costs or expense arises as a direct r esult of negligence or willful default on the part of Victorian Power Savers in which event liability will, at the option of Victorian Power Savers, to the extent permitted by law be limited to, in the case of the supply of goods under this Quote (if any), any one or more of the following: a) the repair of the goods; b) the replacement of the goods or the supply of equivalent goods; IX. Victorian Power Savers will not be liable to client for consequential or indirect losses of any nature no matter how caused, including but not limited to business interruption, loss of profits, loss of goodwill, loss of business reputation, loss of anticipated savings, d enial of opportunity, increased costs, loss of access to markets or any other similar loss even if such losses were foreseeable. This sub clause applies not withstanding any other provision of this Quote. X. To the fullest extent permitted by law, Victorian Power Savers will not be liable to client for any loss, cost, damage or expense i ncurred by client whatsoever o r howsoever caused (including but not limited to property damage or personal injury) with respect to the negligent acts, omissions or representations of any contractors appointed by Victorian Power Savers. XI. The Victorian Power Savers shall be held liable only if there has be en a gross negligence or a will ful misconduct in the work conducted by Victorian Power Savers. 15. JURISDICTION: This agreement shall be governed by all relevantcentral and federal laws effective and applicable in Victoria and Australia. The parties consent to e xclusive jurisdiction and venuein the state courtsof Victoria. In any action or suit to enforce any right or remedy under this agreement or to interpret any provision of this agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses. 16. DISPUTE RESOLUTION: In case of any dispute that may arise between parties to this agreement, the parties promise to resolve the dispute amicably through alternate dispute resolution mechanisms. These mechanisms include- i. Mediation ii. Negotiation If the dispute is not resolved by negotiation within 10 days, then the parties may proceed to mediation. The parties promise to resolve the dispute and participate in the dispute resolution mechanisms in good faith. The parties may try to resolve the dispute through any mechanism they may agree upon other than the mentioned above. The parties may not proceed w ith litigation unless all the methods under this clause have been exhausted and no outcome has been reached. 17. SEVERABILITY: If any provision of this Agreement at any time be or become void or unenforceable or unlawful or if giving effect to, the Victorian Power Savers being liable to civil or criminal penalty, it shall be severed out and the remaining provisions of this Agreement shall nevertheless continue to be in full force and effect. 18. WAIVER: A failure or delay in exercising any right, power or privilege in respect of this agreement by the Victorian Power Savers will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. 19. FORCE MAJEURE: Notwithstanding anything to the contrary in this Agreement, neither party shall be liable by reason of failure or delay in the performance of its duties and obligations under this Agreement if such failure or delay is caused by acts of God, strikes, lockouts, war, riots, embargoes, civil commotion, any orders of governmental, quasi-governmental or local authorities, or any other similar cause beyond its control and without its fault or negligence.