Meta Solar Pty Ltd
Terms and Conditions of Trade
Version: January 2026 – Supersedes all previous versions
- Definitions
1.1 “Seller” shall mean Meta Solar Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Meta Solar Pty Ltd.
1.2 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation or other form as provided by the Seller to the Customer.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods” shall mean Goods supplied by the Seller to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Seller to the Customer.
1.5 “Services” shall mean all Services supplied by the Seller to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 “Price” shall mean the price payable for the Goods as agreed between the Seller and the Customer in accordance with clause 4 of this contract.
- The Competition and Consumer Act 2010 (Cth) and Australian Consumer Law
2.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law, or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
- Acceptance
3.1 Any instructions received by the Seller from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.
3.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
3.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of the Seller.
3.4 The Customer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by the Seller as a result of the Customer’s failure to comply with this clause.
3.5 Goods are supplied by the Seller only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Customer’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.
- Price and Payment
4.1 At the Seller’s sole discretion the Price shall be either: (a) as indicated on invoices provided by the Seller to the Customer in respect of Goods supplied; or (b) the Seller’s quoted Price (subject to clause 4.2) which shall be binding upon the Seller provided that the Customer shall accept the Seller’s quotation in writing within thirty (30) days.
4.2 The Seller reserves the right to change the Price in the event of a variation to the Seller’s quotation.
4.3 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.
4.4 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card either Master or Visa (plus a surcharge of two percent (2.0%) of the Price), or by direct credit, or by any other method as agreed to between the Customer and the Seller.
4.5 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price. All prices quoted by the Seller are exclusive of GST unless otherwise expressly stated.
4.6 Deposit – Non-Refundable
4.6 An initial deposit of thirty percent (30%) of the stated invoice is required to secure the order. The balance payment of seventy percent (70%) is required prior to delivery of the Goods as specified in clause 5 below.
4.7 The deposit is non-refundable in the event that the Customer cancels the order or fails to proceed with the purchase for any reason attributable to the Customer. The forfeiture of the deposit upon Customer cancellation represents a genuine pre-estimate of the Seller’s losses, costs, and administrative expenses incurred in processing and reserving the order. The deposit shall, however, be refunded in full in the event that:
(a) the Seller cancels the order pursuant to clause 13.1; or
(b) the Goods are confirmed as defective pursuant to clause 8 and the Customer is entitled to a remedy under the manufacturer’s warranty, clause 10, or under applicable consumer protection legislation including the Australian Consumer Law; or
(c) a refund is otherwise required by law.
4.8 Forfeiture of the deposit does not limit the Seller’s right to recover additional losses under clause 13.2 in excess of the deposit amount.
- Delivery of Goods
5.1 At the Seller’s sole discretion delivery of the Goods shall take place when: (1) the Customer takes possession of the Goods at the Seller’s address; OR (2) the Customer organises collection and delivery of the Goods by a courier or third party, at the time of collection by the courier or third party, at the Seller’s address; OR (3) the Customer requests and pays for the Seller to deliver the Goods to the Customer or a third party specified by the Customer, at the time of dispatch at the Seller’s address; OR (4) the Customer orders Goods online and the Goods are delivered by courier directly to the Customer or third party nominated by the Customer, at the time of dispatch at the Seller’s address.
5.2 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Seller shall be entitled to charge a reasonable fee for storage.
5.3 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
5.4 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
5.5 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
5.6 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of the Seller.
- Risk
6.1 If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.
- Title
7.1 The Seller and the Customer agree that ownership of the Goods shall not pass until: (a) the Customer has paid the Seller all amounts owing for the particular Goods; and (b) the Customer has met all other obligations due by the Customer to the Seller in respect of all contracts between the Seller and the Customer.
7.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Seller’s ownership or rights in respect of the Goods shall continue.
7.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until the Seller shall have received payment and all other obligations of the Customer are met; and
(b) until such time as ownership of the Goods shall pass from the Seller to the Customer the Seller may give notice in writing to the Customer to return the Goods or any of them to the Seller. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(c) the Seller shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(d) if the Customer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods; and
(e) the Customer is only a bailee of the Goods and until such time as the Seller has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to the Seller for the Goods, on trust for the Seller; and
(f) the Customer shall not deal with the money of the Seller in any way which may be adverse to the Seller; and
(g) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Seller; and
(h) the Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
(i) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the Seller will be the owner of the end products.
- Defects
8.1 The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. The Seller acts as a reseller only and does not manufacture the Goods. Accordingly, for defective Goods, the Seller’s liability is limited to facilitating the Customer’s warranty or defect claim directly with the manufacturer of the Goods. The Seller will provide reasonable assistance to the Customer in lodging such a claim but accepts no liability for the outcome of any manufacturer warranty assessment. Where the Customer has acquired Goods as a consumer within the meaning of the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law, statutory consumer guarantees apply and cannot be excluded. In such cases the Customer may have rights against the manufacturer directly under those guarantees.
- Returns
9.1 Returns will only be accepted in respect of Goods that are confirmed as faulty or defective. Returns of Goods that are not defective, including returns of change-of-mind, incorrectly ordered, or unwanted Goods, will not be accepted.
9.2 A return will only be considered where all of the following conditions are satisfied:
(a) the Customer has complied with the inspection and notification requirements of clause 8.1, including notifying the Seller of the alleged defect within seven (7) days of delivery;
(b) the Seller has agreed in writing, following its assessment of the claim, to accept the return of the Goods;
(c) the Goods are returned at the Customer’s cost within seven (7) days of the Seller’s written approval of the return;
(d) the Goods have been stored and handled in a proper manner consistent with the Seller’s instructions and any applicable manufacturer guidelines; and
(e) the Goods are returned in their original condition, undamaged, and with all original packaging, documentation, and accessories.
9.3 All return requests are subject to review and approval by the Seller at the Seller’s sole discretion. Where the Seller determines a return is warranted, the Seller will refer the matter to the manufacturer for assessment and resolution. The Seller does not independently warrant the Goods and cannot guarantee the outcome of a manufacturer assessment. Approval of a return request by the Seller does not constitute an admission that the Goods are defective, nor does it create any warranty obligation on the part of the Seller.
9.4 Where a return is accepted and the Goods are confirmed as defective following assessment by the manufacturer, the available remedy will be determined by the manufacturer’s warranty policy and, where applicable, the Australian Consumer Law. The Seller’s role in this process is limited to facilitating the claim on behalf of the Customer. The Seller makes no independent commitment to repair, replace, or refund in respect of defective Goods and such obligations, where they exist, rest with the manufacturer. Where the Australian Consumer Law requires the Seller as supplier to provide a remedy directly to a consumer, the Seller will comply with those statutory obligations but reserves the right to seek reimbursement from the manufacturer to the extent permitted by law.
9.5 The Seller will not be liable for any Goods returned without prior written approval. Goods returned without approval may be returned to the Customer at the Customer’s cost.
9.6 Nothing in this clause limits the rights of a consumer under the Australian Consumer Law where the Customer has acquired Goods as a consumer within the meaning of that legislation. The Customer is encouraged to contact the manufacturer directly in the first instance in relation to any defect or warranty claim, as the manufacturer is the party responsible for the quality and fitness of the Goods.
- Manufacturer Warranty
10.1 The Seller does not manufacture the Goods and accordingly provides no independent warranty in respect of the Goods, whether as to workmanship, fitness for purpose, quality, or otherwise, beyond that which is required by the Australian Consumer Law.
10.2 The Goods are covered solely by the warranty, if any, provided by the manufacturer of the Goods. The terms, duration, and conditions of the manufacturer’s warranty are determined by the manufacturer and are separate from and independent of this agreement. The Customer is responsible for familiarising themselves with the manufacturer’s warranty terms prior to purchase.
10.3 In the event of a defect or failure of the Goods, the Customer should contact the manufacturer directly to lodge a warranty claim. The Seller will provide reasonable assistance to the Customer in facilitating contact with the manufacturer but accepts no responsibility for the manufacturer’s assessment, decision, or the time taken to resolve any claim.
10.4 The Seller’s liability in respect of any defective Goods shall not exceed the obligations imposed on the Seller as a supplier under the Australian Consumer Law. To the fullest extent permitted by law, the Seller excludes all other warranties, guarantees, representations, and conditions whether express or implied.
10.5 The manufacturer’s warranty will not apply, and no warranty claim will be facilitated by the Seller, where the defect or damage arises from any of the following:
(a) failure on the part of the Customer to properly install, operate, or maintain the Goods in accordance with the manufacturer’s instructions;
(b) use of the Goods for a purpose other than that for which they were designed or specified;
(c) the continued use of the Goods after a defect has become apparent or would have become apparent to a reasonably prudent user;
(d) unauthorised modification, repair, or alteration of the Goods by any person other than the manufacturer or its authorised service agent;
(e) fair wear and tear, accidental damage, or an act of God; or
(f) failure to comply with any applicable statutory or regulatory requirements relating to the installation or use of the Goods.
10.6 Nothing in this clause excludes, restricts, or modifies any right or remedy the Customer may have under the Australian Consumer Law or any other applicable legislation that cannot lawfully be excluded.
- Default and Consequences of Default
11.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month (and at the Seller’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
11.2 In the event that the Customer’s payment is dishonoured for any reason the Customer shall be liable for any dishonour fees incurred by the Seller.
11.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs.
11.4 Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller has exercised its rights under this clause.
11.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.
11.6 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to meet its payments as they fall due; or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
- Security and Charge
12.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:
(a) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) the Customer and/or the Guarantor (if any) agree to irrevocably nominate, constitute, and appoint the Seller or the Seller’s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 12.1.
- Cancellation
13.1 The Seller may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice the Seller shall repay to the Customer any sums paid in respect of the Price, including any deposit paid. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
13.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by the Seller (including, but not limited to, any loss of profits) up to the time of cancellation. Any deposit paid by the Customer shall be forfeited to the Seller in accordance with clause 4.7 and shall be credited against any losses claimed by the Seller under this clause.
- Privacy Act 1988
14.1 The Customer and/or the Guarantor/s agree for the Seller to obtain from a credit reporting agency a credit report containing personal credit information about the Customer and Guarantor/s in relation to credit provided by the Seller.
14.2 The Customer and/or the Guarantor/s agree that the Seller may exchange information about the Customer and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
(d) to assess the credit worthiness of Customer and/or Guarantor/s.
14.3 The Customer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
14.4 The Customer agrees that personal credit information provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Customer and Seller or required by law from time to time:
(a) provision of Goods; and/or
(b) marketing of Goods by the Seller, its agents or distributors in relation to the Goods; and/or
(c) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to provision of Goods; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Customer; and/or
(e) enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Goods.
14.5 The Seller may give information about the Customer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Customer; and/or
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.
- Dispute Resolution
15.1 If a dispute arises between the parties in connection with this agreement or the supply of Goods or Services (Dispute), the parties agree to attempt to resolve the Dispute by following the procedure set out in this clause before commencing any court or arbitration proceedings, except where urgent interlocutory relief is sought.
15.2 The party claiming that a Dispute exists must give written notice to the other party specifying the nature of the Dispute (Dispute Notice).
15.3 Within fourteen (14) days of receipt of a Dispute Notice, senior representatives of both parties must meet (in person, by telephone, or by video conference) and attempt in good faith to resolve the Dispute by negotiation.
15.4 If the Dispute is not resolved within twenty-one (21) days of the Dispute Notice (or such longer period as the parties may agree in writing), either party may refer the Dispute to mediation. The mediator shall be appointed by agreement between the parties, or failing agreement, by the President of the Law Society of New South Wales (or their nominee).
15.5 The costs of mediation shall be shared equally between the parties unless otherwise agreed or determined by the mediator.
15.6 If the Dispute is not resolved following mediation, either party may pursue their legal rights and remedies in accordance with clause 16.2.
15.7 Nothing in this clause prevents the Seller from taking immediate action to recover overdue amounts or enforce its rights under clause 11, 12, or 13.
- General
16.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
16.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
16.3 The Seller shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Seller of these terms and conditions.
16.4 In the event of any breach of this contract by the Seller the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
16.5 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Seller.
16.6 The Seller may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
16.7 The Customer agrees that the Seller may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Seller notifies the Customer of such change.
16.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
16.9 The failure by the Seller to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Seller’s right to subsequently enforce that provision.
