TERMS & CONDITIONS

1. Background

(a) OSW is a supplier and distributor of solar products and related services within Australia, and facilitates the trading of STCs, via a collaborative digital platform, accessible via its Website.

(b) By registering for an online account with OSW (Account), submitting an order for Products or Services, and/or otherwise accessing the Website, you confirm you have read, understood and agreed to the following terms and conditions (Terms), together with our privacy policy available on the Website.

(c) You acknowledge and agree that these Terms form a binding legal agreement between you and OSW. If you are agreeing on behalf of a business entity, you represent to us that you have legal authority to bind that entity. If you do not accept these Terms, you must refrain from using the Website, or purchasing any further Products.

2. Supply of Products

This clause 2 shall apply where you are ordering Products from us whether through our Website, or via any other means.

2.1 Purchase Orders

(a) By placing an order for Products on the Website, or otherwise submitting an order to OSW (Purchase Order) you are making an offer to enter into an agreement to purchase the Product(s) in that order.

(b) We will at all times endeavour to ensure that our stock listings on our Website are up to date. However, at times there may be unforeseeable shortages and therefore all items listed on the Website are subject to the manufacturers’ availability.

(c) It is your responsibility to ensure the Products listed in the Purchase Order are correct, and OSW will not be responsible for incorrectly ordered Products.

(d) We have no obligation to accept any order. Purchase Orders will not be deemed accepted by us until we have confirmed acceptance of your order via a Sales Order, or otherwise notified you that the Products have been shipped or made available for collection.

(e) You may not vary or cancel a Sales Order once it has been accepted by us, unless otherwise agreed with us in writing.

2.2 Pricing

(a) The price of the Products set out in the Sales Order will be based on the current price quoted by our suppliers at the time your Sales Order is generated.

(b) We reserve the right to revise the Price for the Goods subject to a Sales Order at any time prior to dispatch of the Products from our warehouse. We will only revise the price as a result of a change in the price of goods supplied from our suppliers or due to market and currency changes beyond our control. The final price of the Products will be set out in our tax invoice issued at the time of dispatch of the Products to you from our warehouse.

(c) You must check all invoices and advise OSW of any errors or omissions immediately. Failing advice from you that the invoice contains any errors or omissions, the invoice may be deemed accepted by OSW. Prices will be processed in Australian dollars unless otherwise specified.

(d) Unless otherwise indicated, amounts stated in a Sales Order or otherwise on the Website do not include GST.

(e) You are responsible for any customer, import or other duties charged in respect of the sale and importation of the Products into the country in which you are a resident or where the Products are delivered.

(f) We reserve the right to change or alter prices displayed on the Website without notice to you.

2.3 Payment

(a) Payment must be made by the due date as specified on the invoice.

(b) In all other circumstances (including when no date is specified in an invoice), you must pay for all Products on or prior to delivery or collection.

(c) If your payment is dishonoured or reversed for any reason, you must immediately make that payment again.

(d) We reserve the right not to release any Products to you until all Products have been paid for in cleared funds.

(e) We may require a proof of purchase prior to delivery or collection.

(f) You must not set off any money due and payable to you against money due by you to OSW.

(g) We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, or American Express).

(h) If you fail to pay invoices by the due date for payment, after issuing a written demand to you demanding payment within the date set out in the written demand, without prejudice to any other rights OSW may have under these Terms or otherwise at law, OSW will be entitled to either:

(i) terminate your Sales Order; or

(ii) charge an administration fee of 10% of the amount of the invoice payable.

2.4 Delivery of Products

(a) If you elect for the Products to be delivered to you, the costs of delivery will be as displayed to you on our Website, or otherwise on an invoice. We shall use our best endeavours to deliver the Products to your nominated address within the estimated delivery period, although shipping times will vary depending on location and there may be delays where Products are out of stock.

(b) You acknowledge and accept that any estimated delivery or supply of Products provided by OSW is an estimate only. Where possible, we will use reasonable commercial endeavours to notify you if we become aware of any delay with the delivery of the Products, and shall provide you with a new estimated date and time of delivery. To the extent permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses arising out of late delivery.

(c) You accept that we may deliver goods by installments and require payment for each separate installment in accordance with these Terms.

(d) If you request that the Products are delivered either to an unattended location, left outside, or are left outside OSW’s premises for collection, you acknowledge that OSW will deliver the Products at your sole risk.

(e) If we are unable to complete the delivery within the agreed time schedule due to your absence or other fault, you will be liable for all charges and costs incurred including but not limited to warehousing, transportation and redelivery.

(f) If you organise delivery independently of OSW, OSW shall not be held liable for non-delivery, lateness of delivery or loss or damage of the Products during transit.

(g) You must inspect the Products immediately upon delivery and must within 24 hours after the date of inspection give written notice to OSW with particulars, of any claim that the Products are not in accordance with this agreement. If you fail to give notice within this 24-hour period, then to the extent permitted by law, the Products must be treated as having been accepted by you and you must pay for the Products in accordance with these Terms.

2.5 Damage in transit

(a) If you consider that any Products are damaged in transit, you must within 5 days of receiving the Products, lodge a request with OSW for a replacement of the damaged Products (Replacement Request) either in person, by phone or by email.

(b) The Replacement Request must contain the details of the relevant Products (including the product serial number), a detailed description of the damage, photographs of the damage, an electrician’s report, if there is no visible damage, and/or other evidence that can substantiate the claim that the damage occurred in transit.

(c) If, upon inspection of the evidence provided in the Replacement Request, OSW agrees that the Products were damaged in transit, OSW may issue a replacement of the damaged Products.

2.6 Pick up

(a) If you agree with OSW that you will collect the Products directly from OSW’s warehouse, you must notify OSW 3 business hours prior to the agreed pick-up time on the day of the pickup.

(b) Proof of purchase will be required to be shown to OSW prior to collection.

2.7 Storage

OSW may, at its sole discretion, agree to store Products on your behalf, upon your written request. You agree that Products stored at OSW’s warehouse on your behalf are stored solely at your own risk, and OSW shall not be liable for any damage or loss caused to the Products whilst they are stored in OSW’s warehouse.

2.8 Title and risk

Risk in the Products will pass to you on dispatch of the Products from OSW’s warehouse, or when you collect the Products directly from OSW’s warehouse. Title to the Products will not pass to you until we have received payment in full for the Products.

2.9 Product specifications

(a) OSW endeavours to ensure that the descriptions and specifications in relation to the Products on its Website or otherwise provided to you are accurate. However, you acknowledge that photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a quotation, descriptive literature or a catalogue are based on information provided by manufacturers and suppliers and, as such OSW does not guarantee that those descriptions and specification are accurate or free from errors or omissions. OSW reserves the right to make any necessary corrections to the descriptions or specifications of Products without notice.

(b) To the extent permitted by law, any performance data provided by OSW or its suppliers and manufacturers is an estimate only and OSW accepts no liability for any failure in the Products complying with such performance data.

2.10 Regulatory compliance

You acknowledge that it is your responsibility to check and test all Products for compliance with all relevant applicable standards and regulatory bodies before use, on-sale or application. You must use or apply the Products in accordance with all applicable standards, regulations and guidelines, all manufacturers recommendations and directions and good commercial practice.

2.11 Manufacturer warranty

(a) All Products sold by OSW may come with standard warranty periods offered by the manufacturer as set out on the serial number of the Product, in the Product manual or otherwise on the Website.

(b) Where defective goods are from a manufacturer that offers after-sales and warranty support in Australia, OSW will not issue a replacement of the defective goods and will instead refer you to the manufacturer.

(c) Your rights set out in this clause are in addition to any rights you may have under the Australian Consumer Law.

2.12 Refunds and returns

(a) If for any reason you are not completely satisfied with your Product purchase, please contact us via the contact details on our Website.

(b) To the extent permitted by law, OSW will only replace returned Products if:

(i) the Products are defective and you comply with the provisions of this clause 2.12; or

(ii) OSW agrees in writing, at its discretion, to accept the return of the goods.

(c) You assume any risk of loss, theft or damaged goods during transit and therefore advise you take out shipment insurance with your postal carrier. OSW will not be responsible for parcels lost or damaged in transit.

(d) Where we have agreed to replace or refund any Products (whether defective or not), you must within two (2) weeks of either the delivery or the pickup of the goods (unless otherwise directed by OSW):

(i) pack the Products in their original packaging, including any accessories, manuals, documentation or registration shipped or supplied with the Product;

(ii) return the Product to OSW either in-store, or via courier in their original condition, where original condition means the goods have not sustained any damage and have not been fitted or installed; and

(iii) bear any costs associated with returning the Product to OSW.

(e) If, upon inspection, OSW agrees that the goods are defective, or, at its absolute discretion, agrees to accept the goods in the case of a change of mind, OSW may issue a replacement of the Products, or a refund.

(f) You are not entitled to receive a refund or replacement under this clause 2.12, where Products have been damaged after delivery, or if any attempt has been made to alter the Product in a manner not authorised by OSW. All Products must be returned in their original condition. All postage and insurance costs are to be incurred by you. Any freight or delivery costs paid on the original order is non-refundable.

(g) Where Products are refunded due to a change of mind, OSW may charge you an additional re-stocking charge of 3% of the total purchase price of the returned Products.

3. STC Trading

This clause 3 shall apply to the sale, purchase and/or assignment of STCs by a Retailer, installer or home-owner.

3.1 GreenDeal

OSWF has partnered with a STC trading agent, GreenDeal to assist with the STC application and assignment process via GreenDeal’s online trading platform (GreenDeal Platform).

3.2 Orders

(a) You acknowledge and agree that by submitting a written request to assign STCs to OSWF (STC Order), you accept the price and terms offered by OSWF The transfer date and agreed price under the STC Order cannot be altered once accepted by you. You acknowledge that the quantity of STCs under a STC Order may vary after acceptance to account for the actual number of panels installed at the premises.

(b) From time to time, OSWF may offer a fixed rate quote for spot purchases of STCs, which may be subject to change based on market conditions. Alternatively, you may make a request for OSWF to agree on a fixed price for purchase of the STCs (Fixed Price) which may be accepted or rejected in writing by OSWF at its sole discretion. You acknowledge that the Fixed Price is based on the maximum quantity of STCs that can be created in respect of the relevant System under law, and the monetary value of that quantity of STCs.

(c) If OSWF agrees to a Fixed Price in the STC Order, then you must by no later than the date agreed in the STC Order, submit sufficient Assignment Agreements to OSWF to generate the volume of STC’s specified in the STC Order.

(d) If you submit an Assignment Agreement that will generate STCs in excess of the expected volume specified in the STC Order, the amount paid for the additional STCs will be the offer price stated on the GreenDeal Platform at the time the Assignment Agreement is accepted by OSWF.

(e) Upon accepting an STC Order to assign STCs to OSWF, you hereby assign to OSWF, and must procure that the System Owner assigns to OSWF, all existing and future rights, title and interest in and to all STCs created or able to be created in respect of the System.

(f) You must do anything OSW and/or OSWF reasonably requests for the purpose of perfecting, confirming or evidencing this assignment of the STCs, including providing information and executing documents.

(g) You warrant to OSWF, when you accept the offer set out in the STC Order, that you, and the System Owner, have not previously created, or assigned the right to create, any STCs in respect of the System.

(h) You and your Personnel must not do anything, or omit to do anything, that:

(i) obstructs or avoids the assignment under an accepted STC Order;

(ii) reduces the maximum quantity of STCs that can be created in respect of the System; or

(iii) renders the System ineligible for the creation of STCs.

(i) You warrant that you, and any of your Personnel, hold all appropriate licences, permits, consents and approvals and will submit to OSWF all agreements, forms, photographs, declaration and other documents or evidence required by any applicable law or CER to render the System eligible for the creation of STCs and to comply with this clause 3.

(j) You indemnify and must keep indemnified OSWF on demand from and against all claims against, or loss or suffered or incurred by, OSWF arising out of or in connection with a breach of the warranties in this clause 3, including but not limited to, loss in connection with the surrender of the STCs and/or cost of rectification and legal costs on a full indemnity basis.

3.3 Payment

(a) There are no processing fees or upfront fees for assigning STCs to OSWF on the GreenDeal Platform.

(b) Payments made by OSWF to Retailers, can be made either by cash or the provision of credit notes which can be used by you towards the purchase of OSW’s Products (Credit Note).

(c) In the event STCs are rejected by the CER once an STC Order has been accepted, or if the CER seeks the surrender of any STCs that were created after relying on information provided by Retailers, or for an error attributable to the Retailers, then:

(i) OSWF reserves the right to cancel issued unused Credit Notes;

(ii) if Credit Notes have already been used to purchase Products, OSWF may issue an invoice to the Retailer for the amount of the used Credit Notes which must be paid by the Retailer to OSWF within 7 days of the date of the invoice;

(iii) if STCs have been paid out in cash, the Retailer must repay OSWF back in cash the amount of cash paid out to the Retailer within 7 days of the date of the invoice.

(d) Where you have elected to receive a Credit Note and you later change your mind and request a cash amount equal to the value of the Credit Note, OSWF may, at is sole discretion agree to grant you a refund, providing that the STCs application has been approved by the CER.

(e) OSWF agrees to make a cash payment or issue the Credit Note within 2 Business Days after assignment of the STC (including live STCs & Registered STCs) has passed the CER audit, on the condition that you have provided OSWF with accurate and correctly rendered invoices and/or trade invoices (where applicable) for the STCs, and it can be ascertained that the STC is valid.

(f) For any reason if you decide to cancel an STC Order prior to assignment of the STCs, an early termination fee will apply, equal to the STC volume multiplied by the contract unit price (excluding GST), as set out in the STC Order. You must pay OSWF the early termination fee within 7 days of the date of the invoice.

(g) In the event you fail to submit the entire quantity of STC’s committed to in the STC Order within the agreed period set out in the STC Order, an additional fee shall apply equally to the STC volume multiplied by the contract unit price (excluding GST), as set out in the STC Order. You must pay OSWF for the additional fee within 7 days of the date of the invoice.

(h) If you do not pay any outstanding amounts due to OSWF under this clause 3.3 within 14 days of the request for payment, OSWF may charge interest on the outstanding amount at 10% per annum. If OSWF holds any monies, STC’s or other property, rights or interests on your behalf or is otherwise obliged to make any payment, then OSWF is entitled to utilise, apply or keep these items to satisfy any outstanding amounts due under an STC Order. This right is additional to the rights created elsewhere in these Terms.

3.4 Disputed amounts

(a) In the event there is a dispute relating to a STC Order, OSWF may withhold any amounts due to the Retailer and/or installer that it disputes in good faith, until the dispute has been resolved between the parties.

(b) In the event that OSWF believes on reasonable grounds that you have a contingent liability to OSWF, it may withhold the amount due and payable to the Retailer that would meet that contingent liability. Such sum may be applied in satisfaction of any such liability.

(c) Upon resolution of any dispute of contingent liability, OSWF will promptly pay the amount due and payable to you.

3.5 Disclaimer

OSWF, its agents, officers and employees:

(a) make no representations, express or implied, as to the accuracy of the information and data contained on the GreenDeal Platform and all information is made available on an “as is” basis; and

(b) makes no representations as to the availability of the GreenDeal Platform.

4. Intellectual Property

The intellectual property rights in the Website and any Products or Services that OSW supplies on the Website are, and shall remain, the property of OSW or its third party licensors. You must do all things that OSW reasonably requires to perfect OSW’s right, title and interest in and to our intellectual property rights. When using our Website, you must use reasonable endeavours to prevent any infringement of our intellectual property rights and promptly report to us any such infringement that comes to your attention.

5. Termination or suspension

(a) We may cancel or suspend your Account and/or access to our Products and Services at any time at our absolute discretion if:

(i) you commit a material breach of these Terms and (if such breach is remediable) you fail to remedy that breach within 14 days after being notified in writing to do so;

(ii) you repeatedly breach these Terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to these Terms; or

(iii) you are or threaten to become insolvent.

(b) Where your access to your Account and/or Services is terminated under clause 5(a):

(i) you must immediately pay to us all amounts that you owe to us or otherwise relates to Products or Services supplied up to the date of termination; and

(ii) all access to your Account and any licenses granted under these Terms are immediately terminated.

6. Limitation of Liability

(a) Subject to any non-excludable consumer guarantees and other consumer protection provisions set out in the Australian Consumer Law, any Product descriptions or other material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy.

(b) To the maximum extent permitted by applicable law, OSW excludes all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by OSW.

(c) Products sold by OSW will have only the benefit of any warranty given by the manufacturer. All other express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into these Terms which may not lawfully be excluded, then to the maximum extent permitted by applicable law, OSW’s liability for breach of that non-excludable condition, warranty or guarantee will, at OSW’s option, be limited to:

(i) in the case of goods, their replacement or the supply or equivalent goods or their repair; and

(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

(d) To the fullest extent permitted by law OSW hereby expressly excludes all warranties and other terms which might otherwise be implied by statute, common law or the law of equity and must not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute services, arising out of or related to the use, inability to use, performance or failures of the Website or the Linked Sites and any materials posted on those sites, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.

(e) If the Australian Consumer Law applies to the supply of goods and/or services under these Terms, OSW acknowledges and agrees that its goods and services come with a guarantee that cannot be excluded under the Australian Consumer Law, and that the following mandatory notice under section 102(1) of the Australian Consumer Law that must be provided to you will apply: Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

7. Indemnity

You indemnify OSW, our directors, employees and agents in respect of any liability, loss, claim, and expense incurred by OSW arising out of or in connection with:

(a) any unauthorised use of your Account;

(b) any use by you or your Personnel of the Website and/or the GreenDeal Platform;

(c) use of any OSW Products or Services by you or your Personnel;

(d) any claim that any information that you provide to us or upload or make available on the Website or the GreenDeal Platform, its use, storage, reproduction or communication, infringes another person’s rights; and

(e) any breach by you of your obligations under these Terms.

8. Acceptable use

You must, and must ensure your Personnel, lawfully and ethically use our Services, the Website, the GreenDeal Platform, or their hosting infrastructure. Without limiting the generality of this clause 8:

(a) you must use the Services and the Website in compliance with Australian law;

(b) you must comply with any third party's Intellectual Property rights;

(c) you must use commercially available anti-virus software on each device that connects to our Website and/or GreenDeal Platform;

(d) you must comply with any instruction from us to delete or remove any material that we believe breaches these Terms or is the result of our lawful instruction to remove content;

(e) you must not mirror or frame any part of the Website;

(f) you must not amend or delete any copyright or proprietary notice from any materials downloaded from the Website or any other site accessible as part of the Services;

(g) you must not load or publish any material that:

(i) contains any virus, trojan horse, worm or other programs that have an adverse effect on our Website or Services, the hosting infrastructure or the internet;

(ii) threatens the integrity and security of the Website or Services, the hosting infrastructure, the internet, or other users of the Website or Services and their systems; or

(iii) is threatening, abusive, offensive, endangers any person, unlawfully discriminatory or immoral.

9. Non-disparagement

(a) You agree that you will not (and you will ensure your officers, directors, employees and consultants do not) directly or indirectly:

(i) disparage us or any of our officers, employees, representatives, or related bodies corporate;

(ii) make any statement or publication, whether oral or in writing (including on any social medial platform or online discussion forum) which does or is likely to bring us, or any of our officers, employees, representatives or related bodies corporate into disrepute or ridicule; or

(iii) make any statement or publication, whether oral or in writing (including on any social medial platform or online discussion forum), which does or is likely to adversely affect our reputation or public perception or that of our officers, employees, representatives or related bodies corporate.

(b) You acknowledge and agree that this clause is a material term and we may seek injunctive or like equitable relief to prevent you from causing material damage to our reputation and failing to comply with this clause 9.

10. Privacy

(a) Each party must comply with all applicable privacy legislation with respect to the use and handling of any information submitted to, or extracted from, the Website, or otherwise collected by OSW, including the Privacy Act 1988 (Cth) and any ancillary rules as amended from time to time.

(a) By agreeing to these Terms, you acknowledge and agree to the terms of our privacy policy available on our Website. Any information we collect about you will only be used, handled and disclosed in accordance with our privacy policy.

11. Linked Terms

The Website may contain links to other websites (Linked Sites), which are not operated by us, including those of our partners. We have no control over the Linked Sites and accept no responsibility for them or for any loss or damage that may arise from your use of them. Your use of the Linked Sites will be subject to the terms contained within each such site.

12. Amendments to Terms

We may amend or vary these Terms at any time by written notice to you. If you continue to submit Sales Orders after receiving notice of the updated terms you agree that you will be deemed to have accepted the updated Terms.

13. Governing law and jurisdiction

If a dispute arises regarding these Terms, the laws of Queensland, Australia apply. If you access the Website, or we supply the Products within in a jurisdiction other than Queensland, Australia, you are responsible for compliance with the laws of that jurisdiction, to the extent that they apply.

14. Invalidity

If any part of the Terms is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms will not be affected and all other clauses remain in full force and effect.

15. Communications

If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can send this to us by email. We will confirm receipt of this by contacting you in writing, normally by email. you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.

16. Definitions

In these Terms, except where the context otherwise requires:

(a) Assignment Agreement means an agreement between OSW and a System Owner, in which the System Owner assigns its rights to create STCs to OSW.

(b) Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).

(c) CER means the Clean Energy Regulator.

(d) Credit Note has the meaning set out in clause 3.3.

(e) Green Deal means Green Deal Pty Ltd ACN 614 463 142.

(f) GST means GST within the meaning of the A New Tax System (Goods and Services Tax) ACT 1999 (Cth).

(g) Linked Sites has the meaning set out in clause 11.

(h) OSW means One Stop Warehouse Pty Ltd ACN 161 849 323 and its related bodies corporate

(i) OSWF means One Stop Warehouse Finance Pty Ltd ACN 609 758 143.

(j) Personnel means, in respect of a party, any of its employees, consultants, suppliers, subcontractors or agents.

(k) Product means solar products and related accessories sold by OSW.

(l) REC Registry means the public registry of information maintained by the CER in accordance with Part 13 of the Renewable Energy (Electricity) Act 2001 (Cth).

(m) Registered STC means STCs that are registered in the REC Registry before they have been traded or surrendered.

(n) Replacement Request has the meaning set out in clause 2.5.

(o) Retailer means solar retailers and/or solar installers, which trade on the GreenDeal Platform.

(p) Services means the supply of Products, purchase of STCs and/or other services provided by OSW on the Website or otherwise.

(q) STC means small-scale technology certificates.

(r) STC Order has the meaning set out in clause 3.2(a).

(s) System means solar equipment which can be installed or removed to enable the creation of STC’s.

(t) System Owner means, in respect of a specific System, the person entitled to create or assign the STC’s associated with the System.

(u) Website means each website operated by OSW for the provision of the Services, including https://www.onestopwarehouse.com.au/

(v) you means person who purchases Products, accesses the Website and/or trades on the GreenDeal Platform.