THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
BY PLACING AN ORDER FOR PRODUCTS FROM THE SCHNEIDER ELECTRIC SOLAR STORE (DEFINED BELOW), YOU ACCEPT AND ARE BOUND BY THESE TERMS (“TERMS OF SALE”). ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORM DELIVERED BY YOU ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN. SUCH ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED IN ANY FORM PROVIDED BY YOU, SUCH AS A PURCHASE ORDER, WILL BE NULL AND VOID.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THE SCHNEIDER ELECTRIC SOLAR STORE IF YOU (A) DO NOT AGREE TO THESE TERMS OF SALE, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH SCHNEIDER ELECTRIC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
1. Contract Terms. Eligibility.
1.1 These Terms of Sale are the legal terms and conditions subject to and in accordance with which Schneider Electric Solar Australia Pty Limited ACN 625 549 359., which is a company duly established under the laws of the State of New South Wales with its registered address at Level 10, 2 Banfield Road Macquarie Park NSW 2113 (as defined below) (“Schneider Electric“, “We” or “we”) agrees to sell the Products listed on our digital SE Solar Store to any natural or legal person (“You” or “Customer”).
To the extent that there is a conflict between these Terms of Sale and a valid signed distribution agreement or master agreement between You and Schneider Electric, the specific conflicting terms of the distribution agreement or master agreement shall prevail. To the extent that there is a conflict between these Terms of Sale and another set of Schneider Electric terms and conditions issued to You as part of a proposal or quotation process, the specific conflicting terms of the proposal or quotation document shall prevail. Any other variation from these Terms of Sale shall require the signed consent of an authorized Schneider Electric representative.
1.2 No other terms are implied by trade, custom, practice or course of dealing. These Terms of Sale supersedes any other terms and conditions issued by either party relating to any online order placed on the SE Solar Store.
1.4 Before proceeding with the purchase from the SE Solar Store, you will be asked to agree to these Terms of Sale. Please read these terms carefully and make sure that you understand them beforehand.
1.5 Please understand that if you refuse to accept these Terms of Sale, you will not be able to proceed with the purchase from the SE Solar Store. You should print a copy of these Terms of Sale or save them to your computer or your other device for future reference.
For the purposes of these Terms of Sale, the capitalized terms below shall have the meaning defined herein below:
“Account” means the account it is created when you access and use SE Solar Store.
“Affiliates”: means, with respect to each party, any corporation, company or other legal entity that is directly or indirectly (i) controlling that party, or (ii) controlled by that party, or (iii) under common control with that party, and the term “control” shall, for the purpose of this definition, mean the direct or indirect control of at least 50% of the stock capital and/or of the voting rights. Notwithstanding the aforesaid definition of Affiliates, Aveva Group Plc. and all its subsidiaries shall not be deemed as Affiliates of Schneider Electric.
‘Australian Consumer Law’ means Schedule 2 of the Competition and Consumer Act 2010 (Cth) as amended from time to time.
“GST Act” means the act entitled “A New Tax System (Goods and Services Tax) Act 1999 (Cth).” Including all associated regulations made pursuant to the Act.
“SE Solar Store” or “Store” means the online store accessible on the webpage https://shop-au.solar.se.com that allows You to browse, view and purchase Schneider Electric Products.
“Order” means any order You may place to Schneider Electric for the purchase of any Schneider Electric Products from the Store.
“Products” means any Schneider Electric solar products that are available on the Store for sale to natural or legal persons.
3.1 The price and pricing conditions are defined on the pages of the Store providing for the description and other specific conditions of sale applicable to the Products. All prices are in AUD. The prices published on the website are inclusive of GST.
3.2 Prices for Schneider Electric Products are subject to change without notice, but changes will not affect any Order you have already placed if such Order has been accepted by Schneider Electric, except as provided below in Clause 3.3 below.
3.3 (a) Schneider Electric sells a large number of Products through the SE Solar Store. It is always possible that, despite Schneider Electric’s reasonable efforts, some of the Products on the SE Solar Store may be incorrectly priced. If we discover an error in the price of the Products You have ordered, Schneider Electric will contact You to inform You of this error and Schneider Electric will give You the option of placing a new Order at the correct price or cancelling your Order. Schneider Electric will not process your Order until Schneider Electric has your instructions. If Schneider Electric is unable to contact You using the contact details You provided during the Order process, Schneider Electric will treat the Order as cancelled and use reasonable efforts to notify You of the cancellation.
(b) Notwithstanding the foregoing, if Schneider Electric is able to evidence that Schneider Electric has suffered a material increase in its cost to import finished goods or parts which will be used for supply to You hereunder as a direct result of an increase in tariffs or duties imposed by competent government authority, then Schneider Electric may charge you, and you shall pay Schneider Electric, the amount of such increase in cost not to exceed twenty-five percent (25%) of your purchase price for the impacted Products. Schneider Electric will provide you with no less than thirty (30) days’ prior written notice of such increase.
3.4 Schneider Electric reserves the right at any time to modify or discontinue any Products (or any parts or contents thereof) without notice at any time.
3.5 (a) The prices for Products are inclusive of GST but are exclusive of any other present or future sales taxes, revenue or excise taxes, or other value-added or withholding taxes , import and export duties and any other taxes, surcharges or duties now existing or hereafter imposed by government authorities. You shall be responsible for all such taxes, duties and charges or any changes to them introduced by an authority between the time of placing the Order and delivery of the Product. Schneider Electric is required to impose taxes on Orders and will invoice You for such taxes and/or fees according to state and local statute, unless You furnish Schneider Electric at the time of order with a properly completed exemption certificate(s) acceptable to the authorities imposing the tax or fees
(b) In relation to any GST payable for a taxable supply (under GST Act) by a Party, the recipient of the supply will pay the GST subject to the supplier providing a tax invoice (as defined under GST Act). Terms used in this clause which are defined in the GST Act have the same meaning as in the GST Act. In the case of a withholding or deduction Schneider Electric may increase its prices to include the withholding tax amount and You agree to pay such increased price.
4. Place an Order; Acceptance.
4.1 Placing your Order. Please follow the onscreen prompts in the SE Solar Store to place an Order. Each Order is an offer by you to buy the Products specified in the Order subject to these Terms of Sale.
4.2 Order Process. The ordering process is as follows:
- You select the Products and add them to your cart;
- You validate the contents of your cart;
- You choose your shipping address and delivery method;
- You choose the payment method and billing address,
- You review your order, agree to Terms of Sale and place your order.
4.3 Correcting input errors. You will be given the opportunity to check and amend any errors before submitting your Order to Schneider Electric. Please review the Order carefully before confirming it. You are responsible for ensuring that your Order and any information relating to the Order submitted by You is complete and accurate. Should all or part of the information on the Order you submitted, such as delivery address, prove incorrect, therefore obliging Schneider Electric to return the Order to its warehouse or redeliver to an address corrected by You, You will be responsible for any and all costs relating to such mistake and Schneider Electric shall be entitled to charge You for all such costs, including but not limited to administrative and freight costs for shipping the Products from the wrong address to the corrected address, loss of the Products which occurs as result of delivery to the wrong address as provided by you, etc.
4.4 Acknowledging receipt of your Order. After You place an Order, You will receive an email from Schneider Electric acknowledging that your Order has been submitted, at which point a binding contract between You and Schneider Electric will be formed. If Schneider Electric is unable to accept your Order for any reason, Schneider Electric will contact you.
4.5 Change of Mind Returns; Cancellations.
- Except for any Products designated in the SE Solar Store as non-returnable and subject to the terms of this Section 4.5, Schneider Electric will accept a return of the Products because of a change of mind for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 14 days of shipment.
- Products are returned at the expense, risk and peril of the Customer. Returned Products must be unopened and in their original condition for a full refund. Opened Products are eligible for a refund equal to 80% of the original purchase price, subject to the condition of the Products. The refund will be issued approximately 15 days after Schneider Electric receives the returned Products.
- To initiate a return for Products purchased from the Store, please submit a technical support ticket at the following website: https://solar.schneider-electric.com/netsuite/
4.6 Cancellation by Schneider Electric. Schneider Electric shall have the right to cancel any Order at any time by written notice for any material breach of these Terms of Sale by You, or for any other reasons, including but not limited to shortage of materials.
5. Payment Methods
You can make payment of the Products by credit card: Visa, Mastercard, American Express, and Discover.
6. Delivery and Risk of Loss
Title and risk of loss pass to you upon our transfer of the Products to the carrier. Dates for delivery for Products set out on an Order submitted by You are subject to confirmation by Schneider Electric and until such confirmation may change dates for delivery are solely based on Schneider Electric’s circumstances. All confirmed dates are based on the prompt receipt by Schneider Electric of all required information enabling achievement of such dates and Schneider Electric reserves the right to change such dates in the event additional information is necessary or other information was not provided. Shipping and delivery dates are estimates only and Schneider Electric shall not be liable for delays of any kind including but not limited to delays which result from any circumstances beyond Schneider Electric’s control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.
Schneider Electric may furnish suitable substitutes for Products unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers, provided such substitutions do not adversely affect the technical soundness of the Products.
Subject to clause 10.2, Claims for packing shortages or errors, or requests for proof of delivery must be submitted to Schneider Electric within 30 days after you place your Order, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by You.
For carrier shortages or damages while in-transit, You will be responsible to file claims directly with the carrier. No credit or deduction will be granted for shortages or damages. Schneider Electric may, at its discretion, assist You in the filing of such claims. Such assistance will in no event be offered if You do not provide Schneider Electric, within thirty (30) days after the ship date, with a legible copy of the carrier's freight bill signed by the carrier's representative, noting the discrepancies, along with a written report certifying that the freight was not received from any other source.
9. Force Majeure
Schneider Electric will be excused from and not be liable for any non-fulfillment of an Order if such delay or non-fulfillment is due to any cause beyond the reasonable control of Schneider Electric, or which Schneider Electric could not reasonably foresee or reasonably provide against, and which prevents Schneider Electric from carrying out an Order. This includes but is not limited to the following: war, revolution, insurrection or hostilities (whether declared or not), riot, economic upheaval, pandemic, civil commotion or uprising, flood, earthquake, tempest, hurricane, lightning or other natural disaster; fire or explosion; strike, lockout or other industrial disturbance whether at Schneider Electric or one of its suppliers; sabotage, accident, embargo, car shortage, wrecks or delays in transportation, non-delivery of materials or order or action of government authority. Any delay resulting from such cause shall extend the date of delivery accordingly. Schneider Electric reserves the right to cancel an Order, if, in its opinion, such circumstances threaten or cause extended delay in the fulfillment thereof.
10.1 Schneider Electric’s Products for sale in the Store are covered by the Schneider Electric applicable Product warranty or warranties, details of which are found at the following link: https://solar.schneider-electric.com/product-warranty. Details of the warranty periods, warranty coverage, warranty limitation and the warranty return and repair process can be found at the above-referenced link.
10.2 Certain legislation, including the Australian Consumer Law, may imply warranties or conditions or impose guarantees or obligations upon Schneider Electric which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. Any Order and these terms including this clause 10 must be read subject to these statutory provisions. If these statutory provisions apply, to the extent to which Schneider Electric is entitled to do so under the Australian Consumer Law, Schneider Electric limits its liability in respect of any claim under the provisions to:
- in the case of Products, at Schneider Electric’s option:
- the replacement of Products or the supply of equivalent Products;
- the repair of the Products;
- the payment of the cost of replacing the Products or of acquiring equivalent Products; or
- the payment of the cost of having the Products repaired; and
- the supply of the services again; or
- the payment of the cost of having the services supplied again.
11. Intellectual Property
Schneider Electric retains ownership of all right, title and interest (including copyright and patent rights) in and to all intellectual property rights relating to the Products. Nothing in these Terms of Sale constitutes a transfer or conveyance of any right, title or interest in such intellectual property, including, without limitation, any software or firmware contained in the Products. Any software is licensed to you solely pursuant to standard licenses of Schneider Electric or its supplier of such software, which licenses are hereby incorporated by reference and are available upon request.
12. Limitation of Liability
NOTWITHSTANDING ANY PROVISION OF THESE TERMS OF SALE OR ANY OTHER CONTRACT DOCUMENT TO THE CONTRARY (including the ORDER), IN NO EVENT SHALL Schneider Electric, ITS OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY FORM OF INDIRECT, SPECIAL, CONSEQUENTIAL LOSS, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF REVENUE, PROFITS OR LOSS OF DATA DAMAGES WHETHER SUCH DAMAGES ARISE IN CONTRACT OR TORT, IRRESPECTIVE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF SALE OR ANY OTHER CONTRACT DOCUMENT TO THE CONTRARY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF Schneider Electric IN CONTRACT AND IN TORT (INCLUDING NEGLIGENCE) OR STATUTE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SALE OR ANY ORDER SUBJECT TO THESE TERMS OF SALE, THE SE SOLAR STORE , ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO SCHNEIDER ELECTRIC FOR PRODUCTS OR SERVICES GIVING RISE TO A CLAIM.
13. Nuclear Applications
Unless otherwise agreed in writing by a duly authorized representative of Schneider Electric, Products sold hereunder are not intended for use in or in connection with any nuclear facility or activity. You hereby represent and warrant that such Products shall not be used in or in connection with any nuclear facility or activity. If so used, Schneider Electric disclaims all liability for any damage, injury or contamination; and you will indemnify Schneider Electric against any such liability, whether arising as a result of breach of contract, warranty or tort (including negligence) or otherwise.
14. Personal Information Protection
You are responsible for any third-party personal information that you upload, store, create, use, share, modify, delete or otherwise process during the order process. You must comply with all applicable laws and regulations, obtain all required consents and make all required notifications in this respect.
15. Change of these Terms
Schneider Electric reserves the right, at its sole discretion, to amend, add or remove any provision to or from these Terms of Sale at any time. Any such amendment, addition or removal to these Terms of Sale will be posted by Schneider Electric on the Store. It is your responsibility to check the then-current Terms of Sale prior to use of the Store. Your continued use of the Store and/or placement of an Order after any amendment, addition or removal to these Terms of Sale is published by Schneider Electric will be deemed as your acceptance and agreement to the changed Terms of Sale. In the event you do not agree with any such modification, your sole and exclusive remedy is to not use of the Store.
16. Applicable Laws and Dispute Resolution
These General Terms & Conditions of Online Sale and any Order placed under them shall be governed by the laws of the State of New South Wales and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New South Wales and waives any right to object to proceedings being brought in those courts for any reason.
17. Trade Compliance.
You agree that You will comply with all applicable local, state, national and international laws and regulations, including but not limited to export control laws and regulations of the United States of America or other countries, that relate to Your access to and use of the Store and/or Your purchase, payment of any Products provided to You from or through the Store.
- (a) To You. Schneider Electric may provide any notice to You under these Terms of Sale by: (i) posting a notice on the Store; or (ii) sending a message to the email address then associated with your Account. Notices Schneider Electric provides by posting on the Store shall be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your Account when we send the email, whether or not you actually receive the email.
- (b) To Schneider Electric. Any notice by You to Schneider Electric shall be in writing sent by email, overnight courier or registered or certified mail to the address of Schneider Electric’s registered office and shall include the words: “Attention Schneider Electric Legal Department”. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail, return receipt requested, will be effective three business days after they are sent.
Email address: email@example.com
- Nature of Relationship. You agree that Schneider Electric is an independent contractor and nothing in these Terms of Sale creates between Schneider Electric and you a relationship of partners, joint ventures, or agents of each other, and neither party may so represent itself in any of these manners.
- No Third-Party Beneficiaries. These terms and conditions do not create any third-party beneficiary rights in any individual or entity that is not a party to these terms and conditions.
- No Waivers. The failure by Schneider Electric to enforce any provision of these Terms of Sale will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
- Severability. If any portion of these terms and conditions is held to be invalid or unenforceable under the applicable governing law, the remaining portions of these terms and conditions will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these terms and conditions but the rest of these terms and conditions will remain in full force and effect.
- No Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this provision is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Sale.