May 2025

Summit Power Pty Ltd
ABN: 94 661 313 337
Address: 146 Fallon Street, Albury NSW 2640
GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

1. DEFINITIONS

• Company: Summit Power Pty Ltd ("Summit Power", "we", "us", "our").

• Contract: The contract for the purchase of Goods comprising these Terms, each Purchase Order, any Special Conditions, and any Credit Application.

• Credit Application: A credit application submitted by you, in a form approved by us, including any Deed of Guarantee and Indemnity where applicable.

• Customer: The person or entity purchasing Goods from Summit Power, referred to as "you" or "your" throughout these Terms.

• Defect or Defective: A defect or flaw in the Goods which prevents the Goods from being used for the purposes intended for such Goods, but does not include:

  • Anything disclosed as a feature or limitation of the Goods before the date of purchase;

  • Any defect or flaw that is trivial or insubstantial;

  • Any damage caused after delivery that is not related to the state or condition of the Goods at the time of supply.

• Goods: All products and services we agree to supply to you from time to time under this Contract, including any Special Order Goods.

• GST: Any goods and services tax and any replacement or similar tax.

• Terms: These General Terms and Conditions for the Supply of Goods, as amended from time to time.

2. CONTRACTUAL FRAMEWORK

2.1 These Terms form part of any quotation, order, delivery or invoice issued by Summit Power. These Terms form part of any quotation, order, delivery or invoice issued by Summit Power.

3. ORDERS AND QUOTATIONS

3.1. Summit Power aims to issue quotes within five (5) business days, however this timeframe may vary depending on the scope and complexity of the request, as well requested delivery dates. Quotes do not constitute a binding offer and are subject to final review and acceptance.

3.2. Quotes are valid for thirty (30) days from the date of issue unless otherwise stated.

3.3. All prices are quoted in Australian Dollars and are exclusive of GST.

3.4. Non-stocked items with a Minimum Order Quantity (MOQ) will be quoted and supplied at the MOQ regardless of the Customer’s requested quantity. The Customer will be advised at the time of quoting if this condition applies to their order.

3.5. Acceptance of a quote followed by issuance of an Order Confirmation constitutes a binding contract. Amendments or cancellations are at the sole discretion of Summit Power. Additions to a confirmed order must be made under a new Sales Order.

3.6. Summit Power reserves the right to accept or reject any order at its sole discretion.

3.7. If an order is cancelled after acceptance, the Customer may be liable for all costs incurred by Summit Power up to the point of cancellation, including supplier charges and handling.

3.8. Where the Customer provides specifications, measurements, or other input required to fulfil the order, the Customer warrants that such information is accurate and fit for the intended use.

3.9. In the case of Special Order Goods or custom items, a non-refundable deposit may be required at the time of order confirmation.

3.10. If quoted Goods are subject to material or commodity price fluctuations (e.g. copper or aluminium), Summit Power reserves the right to amend pricing prior to order confirmation, with written notice.

3.11. Project Works

For project-based works or any order involving significatn scope or customisation, Summit Power may, at its discretion, require amended payment terms, including (but not limited to) an upfront deposit, staged payments or alternative credit arrangements. The Customer will be notified of any such requirements prior to the commencement of the project or acceptance of the order. Proceeding with the project or confirming the order consititude acceptance of these adjusted terms.

4. CREDIT TERMS

4.1. The credit limit is the amount notified to the Customer in writing that Summit Power is willing to extend under these Terms, at its absolute discretion.

4.2. If a Customer’s account balance exceeds the approved credit limit, they will be notified in writing. While outstanding invoices may not yet be due, the Customer will be advised that the exceeded credit limit may impact the processing of future orders.

4.3. Where credit is extended, Summit Power reserves the right to conduct periodic credit reviews and may amend or withdraw credit terms at its discretion, with written notice.

4.4. Summit Power reserves the right to revoke or suspend credit terms at any time, for any reason, at its sole discretion, with or without prior notice.

4.5. Upon revocation of credit terms or termination of the Customer’s account, all outstanding amounts shall become immediately due and payable under the obligations of these Terms.

5. PAYMENT TERMS

5.1. Customers with an approved credit application will receive 30-day End of Month (EOM) trading terms. However, if the Customer has not previously traded with us, the first order will be on a Cash Before Delivery (CBD) basis, regardless of credit approval.

5.2. All other transactions, not on an approved account basis, are strictly Cash Before Delivery (CBD).

5.3. Payment must be made in full before the due date to avoid suspension of account services or deliveries.

5.4. If any invoice remains unpaid after the due date, interest may be charged daily on the outstanding amount at a rate of 7.5% per annum. The Customer is also liable for all reasonable costs incurred by Summit Power in recovering overdue amounts, including legal fees and collection agency charges.

5.5. If the Customer delays the agreed dispatch date after order confirmation, Summit Power reserves the right to invoice the Customer regardless of whether goods have been physically dispatched.

5.6. If payment is made via EFT or bank transfer, you must notify us of the remittance details, including date, amount, and reference number.

5.7. All amounts payable by you under this Contract must be made without deduction or equitable or other set off, unless otherwise agreed by us on a case-by-case basis.

5.8. If any payment is dishonoured or reversed (including by cheque or direct debit), all associated bank fees and administrative costs will be recoverable from the Customer.

6. TITLE AND RISK

6.1. Legal ownership of the Goods remains with Summit Power until full payment of all amounts owing is received in cleared funds. This includes the purchase price and any applicable taxes, fees, or charges.

6.2. Risk in the Goods passes to the Customer upon delivery to the Customer’s nominated address, regardless of whether full payment has been received.

6.3. Until title passes, the Customer holds the Goods as bailee for Summit Power and must keep them separate from other goods, clearly marked as Summit Power’s property.

6.4. Summit Power may enter the Customer’s premises to recover any Goods for which payment has not been received in full, and the Customer must provide access for this purpose.

6.5. The Customer must not sell, dispose of, or encumber the Goods before full payment is received without prior written consent from Summit Power.

6.6. If the Goods are incorporated into other products or changed by the Customer before full payment, ownership of the resulting product will also vest in Summit Power until payment is made in full.

6.7. The Customer must insure the Goods at their full replacement value from the time of delivery until ownership passes and provide proof of insurance to Summit Power upon request.

7. DELIVERY

7.1. Summit Power will make reasonable efforts to deliver Goods by the agreed timeframe, but all delivery dates are indicative only. Delays do not entitle the Customer to cancel an order or claim compensation unless explicitly agreed in writing.

7.2. Delivery occurs when the Goods are unloaded at the Customer’s nominated delivery location or collected by the Customer.

7.3. Where the Customer changes the agreed delivery date after order confirmation, the Customer is liable for the full invoice amount regardless of dispatch status.

7.4. If the Customer fails to accept delivery or collect Goods within ten (10) business days of notification - whether from Summit Power’s premises, a third-party courier following a failed delivery attempt, or a designated depot - Summit Power reserves the right to charge reasonable storage fees and handling costs.

7.5. If the Goods are not collected or delivery is not accepted within 30 days, Summit Power reserves the right to dispose of the Goods at its discretion and may invoice the Customer for any resulting costs or losses.

7.6. Any return freight fees or associated charges incurred as a result of non-delivery or non-collection will be payable by the Customer.

7.7. Partial delivery may be made at Summit Power’s discretion and will not relieve the Customer of its obligation to accept the remaining Goods.

7.8. Delivery to a third-party address nominated by the Customer will be deemed delivery to the Customer.

8. RETURNS AND DEFECTS

8.1. Returns are considered strictly on a case-by-case basis for stocked items only and are subject to a 25% restocking fee.

8.2. If a return is approved by Summit Power, all return freight and associated costs will be at the Customer’s expense, unless otherwise agreed in writing.

8.3. Non-stock items and Summit Power manufactured items, are non-returnable and non-refundable.

8.4. The Customer must inspect the Goods upon delivery and notify Summit Power of any defects or shortages within five (5) business days.

8.5. All return requests must be accompanied by the original invoice number and reason for return. Goods returned without prior authorisation may be rejected.

8.6. Returned Goods must be in their original condition and packaging. They must not have been used, installed, or altered in any way. Items that are dirty, damaged, or otherwise unsellable will not be accepted for return.

8.7. No returns will be accepted after thirty (30) days from the date of delivery unless otherwise agreed in writing.

8.8. The Customer is responsible for the cost and risk of return unless otherwise agreed or unless the Goods are proven to be defective under Clause 8.

9. WARRANTIES

9.1. Summit Power warrants that Goods supplied will conform to any agreed specifications and are fit for purpose unless otherwise disclosed.

9.2. To the fullest extent permitted by law, Summit Power disclaims all other warranties, express or implied, other than those expressly stated in this Contract or required under Australian Consumer Law.

9.3. The Customer is solely responsible for ensuring the suitability of the Goods for the intended purpose, unless a written guarantee or specification is provided by Summit Power.

9.4. Any technical advice, recommendations, or assistance provided by Summit Power in relation to the use of Goods is given in good faith and is for informational purposes only. Summit Power accepts no liability for reliance on such advice unless it is confirmed in writing as a condition of supply.

9.5. Warranty claims must be supported with proof of purchase and full details of the defect. Summit Power reserves the right to inspect the Goods before accepting a warranty claim.

9.6. Summit Power provides warranty coverage only for Goods that it manufactures or directly imports. For all other Goods, any warranty claim must be made in accordance with the relevant third-party manufacturer's warranty terms and procedures. At the time a defect is reported, Summit Power will advise whether the warranty claim is to be managed by Summit Power or referred to the original manufacturer or supplier.

10. SHORTAGES, DAMAGED GOODS AND DEFECTS

10.1. You must, as soon as possible after delivery, check the quantity of the Goods delivered against the quantity due to be delivered. Subject to any non-excludable rights under Australian Consumer Law, we are not responsible for any shortages unless you notify us within five (5) days of delivery.

10.2. You must inspect the Goods for defects as soon as reasonably practicable after delivery or installation. If you identify a defect, you must:
(a) preserve the Goods in the condition in which they were received;
(b) allow us access to inspect the Goods; or
(c) return them at our request.

If the Goods are confirmed to be defective and are covered under a Summit Power warranty, Summit Power will cover the return costs. If the Goods are subject to a third-party manufacturer’s warranty, the Customer must follow the manufacturer’s returns and warranty process, and any costs associated with inspection or return will be subject to their terms. If the Goods are found not to be defective, the Customer will be required to reimburse any return or inspection costs incurred.

10.3. For defects not discoverable by visual inspection, you must notify us within the manufacturer's warranty period.

10.4. Subject to these Terms and any applicable law, we are not liable for defective Goods unless notified in accordance with this clause. Otherwise, you are deemed to have accepted the Goods.

10.5. All claims under this clause must be submitted in writing, clearly identifying the Goods in question, the nature of the issue, and supporting documentation (e.g. photographs, delivery dockets, or test results).

10.6. Where a claim is accepted under a Summit Power warranty, Summit Power may, at its discretion:

• replace or repair the affected Goods; or

• issue a credit or refund for the value of the Goods.

10.7. Making a claim under this clause does not entitle the Customer to delay or withhold payment for any undisputed amounts.

11. FORCE MAJEURE

11.1. Summit Power is not liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to strikes, acts of God, transport disruptions, and material shortages.

11.2. If a Force Majeure event occurs, Summit Power will notify the Customer as soon as reasonably practicable, providing details of the event, its expected duration, and any anticipated impact on delivery or performance.

11.3. If a Force Majeure event continues for more than thirty (30) days, either party may terminate the affected part of the Contract by written notice, without liability (other than for Goods already delivered or in transit).

11.4. The Customer remains liable for payment for any Goods delivered before or during a Force Majeure event unless otherwise agreed in writing.

12. LIABILITY

12.1. To the fullest extent permitted by law, Summit Power excludes all liability for indirect or consequential loss, and disclaims all warranties, representations, and guarantees (whether express or implied) other than those expressly stated in this Contract or required under Australian Consumer Law.

12.2. Our liability for any claim relating to the Goods will not exceed the total amount paid by the Customer for those Goods, and is limited to the replacement or resupply of the Goods or refund of the purchase price.

12.3. Summit Power is not liable for any loss or damage arising from the Customer’s failure to follow installation instructions, industry standards, or applicable regulations when using the Goods.

12.4. The Customer agrees to indemnify and hold harmless Summit Power from and against any claims, losses, damages, or expenses (including legal fees) arising from the Customer’s breach of these Terms or misuse of the Goods.

13. GOVERNING LAW

13.1. These Terms are governed by the laws of New South Wales. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

13.2. Any dispute arising under or in connection with this Contract must first be attempted to be resolved through good faith negotiations between the parties.

13.3. If the dispute is not resolved within fourteen (14) days of notice being given, either party may refer the matter to mediation administered by a recognised mediator agreed upon by the parties, or failing agreement, appointed by the Law Society of New South Wales.

13.4. Each party must bear its own costs of complying with this clause, and share equally in the costs of mediation.

13.5. If a dispute proceeds beyond mediation to formal legal proceedings, and Summit Power is found not to be at fault, the Customer agrees to reimburse Summit Power for all reasonable legal costs and expenses incurred in defending the matter, including but not limited to solicitor-client costs, filing fees, and associated disbursements, to the extent permitted by law.

14. PRIVACY

14.1. Each party warrants that it will at all times comply with all applicable privacy law.

14.2. You consent to us obtaining from a credit-reporting agency or credit reference agency a credit report containing personal credit information about you in relation to this Contract.

14.3. You agree that we may exchange information about you with any credit provider or credit agency for the following purposes: (a) to assess a Credit Application; (b) to notify other credit providers of your default; (c) to exchange information with other credit providers as to the status of your credit facility, where you are in default with other credit providers; and (d) to assess your creditworthiness.

15. GENERAL

15.1. These Terms constitute the entire agreement between the parties in relation to the supply of Goods, superseding all prior discussions and understandings.

15.2. If any part of these Terms is found to be invalid, illegal, or unenforceable, that part will be adjusted (if possible) to make it valid and enforceable. If it cannot be adjusted, it will be removed, and the rest of the Terms will continue to apply without being affected.13.2 Where there is more than one Customer, or where the Customer comprises more than one person, the Contract binds each Customer, or each person comprising the Customer, jointly and severally.

15.3. A reference to legislation includes any amendment to that legislation, any consolidation or replacement of it, and any subordinate legislation made under it.

15.4. In these Terms, the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions do not limit what else is included and must be construed as if they are followed by the words 'without limitation' unless there is express wording to the contrary.

15.5. Neither party may advertise or publish that it has a contract with the other or refer to the other party in any advertising and/or merchandising material without first obtaining the prior written consent of that party.

15.6. A waiver of any right arising under this Contract must be in writing and signed by the party granting the waiver. Any variation of this Contract must be in writing and signed by the parties.

15.7. Neither party may assign or transfer its rights or obligations under this Contract without the prior written consent of the other party, except in the case of an internal restructure or assignment to a related entity, provided the assigning party remains responsible for performance under the Contract.

15.8. Where there is any inconsistency between these Terms and any applicable Credit Application or Guarantee, these Terms shall prevail to the extent of the inconsistency.

16. SECURITY INTEREST AND PPSA

16.1. The Customer acknowledges that Summit Power retains a security interest in all Goods supplied until full payment is received. This includes a Purchase Money Security Interest (PMSI) under the Personal Property Securities Act 2009 (Cth) (PPSA).

16.2. The Customer consents to Summit Power registering this interest on the Personal Property Securities Register (PPSR) and agrees to do all things necessary to assist in perfecting, registering, and maintaining this security interest.

16.3. The Customer waives its right to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), and 132(4) of the PPSA, and waives rights as a grantor or debtor under sections 142 and 143 of the PPSA. The parties also agree that section 275(6) of the PPSA applies and information will not be disclosed except as required by law.

16.4. The Customer must not create or permit any other security interest in the Goods without Summit Power’s prior written consent.

17. GUARANTEES AND INDEMNITIES

17.1. Where the Customer is a company and a Deed of Guarantee has been signed, each Guarantor jointly and severally guarantees to Summit Power the payment of all amounts owing and the performance of all obligations under this Contract.

17.2. The Guarantor(s) agree to indemnify Summit Power against all loss, damage, costs, and expenses (including legal costs on a solicitor-client basis) arising from any default by the Customer under this Contract.

17.3. The Guarantor(s) agree to make payment within seven (7) days of receiving notice of the Customer’s default, without the need for further demand.

18. APPOINTMENT OF ATTORNEY AND RECEIVER

18.1. In the event of default, the Customer and/or Guarantor irrevocably appoint Summit Power (and any receiver or manager appointed by it) as their attorney to do all things necessary to recover unpaid amounts, including executing documents and dealing with secured property.

18.2. Summit Power may appoint a receiver or manager over the Customer or Guarantor’s assets to recover amounts owed, without limiting any other remedy available under law or equity.

19. TRUSTEE WARRANTIES

19.1. Where the Customer is a trustee, it warrants that it has the full authority to enter into this Contract on behalf of the trust and that it has the right of indemnity from the trust assets.

19.2. The trustee warrants that its right of indemnity has not been limited, lost, or impaired, and will not be in the future. The trustee shall not release or waive any such rights without Summit Power’s written consent.