1 AGREEMENT
1.1 This document sets out LPA Smart Meters’s terms for providing the goods (including software) to you (Client). This agreement applies to any provision of Goods by LPA Smart Meters to Client.
1.2 This agreement will commence upon the date the first purchase order is submitted by you and accepted by LPA Smart Meters or upon the date the first Goods are shipped or provided by LPA Smart Meters to you whichever is the earlier date.
1.3 This agreement applies to the provision of the Goods to the exclusion of any other terms.
1.4 LPA Smart Meters may, in its sole discretion, assign or novate any or all of its rights and obligations under this Contract to a related body corporate and Client irrevocably consents to such assignment or novation.
1.5 This agreement may be updated from time to time. The most up to date version is available from www.cetaustralia.com.au/terms.
2 PROVISION OF GOODS
2.1 Client acknowledges that times or dates identified by LPA Smart Meters or the provision and delivery of the Goods are estimates only and LPA Smart Meters will not be liable for any delays.
2.2 Unless otherwise agreed in writing, Client must satisfy itself that Goods are suitable for any purpose other than those described in the documentation provided by LPA Smart Meters for those Goods.
2.3 All Goods provided by LPA Smart Meters will be dispatched and made available for collection at LPA Smart Meters’s manufacturing facility or warehouse (i.e.EXW, Ex Works).
2.4 LPA Smart Meters may, if requested by Client in its purchase order and at Client’s expense, deliver the Goods to a specified delivery location (Site). Such expense referred to herein shall be included in the Price as defined in clause 4.
3 SITE PREPARATION
3.1 If Goods are to be delivered to Site pursuant to clause 2.4, Client must at its cost prepare the Site to which Goods are to be provided and provide LPA Smart Meters with reasonable access to the Site.
3.2 If LPA Smart Meters is delayed in providing any Goods due to failure of Client to prepare the Site or provide information: (i) Client will be liable to LPA Smart Meters for all costs and expenses incurred by LPA Smart Meters directly or indirectly as a result of such delay; and (ii) the time for performance of LPA Smart Meters’s obligations under this agreement will be extended by the amount of any such delay.
4 PRICE AND PAYMENT
4.1 Client must pay the price identified by LPA Smart Meters for the Goods (Price) in accordance with the timetable for payment of the Price identified by LPA Smart Meters (Payment Schedule). If there is no Payment Schedule or other terms of payment identified by LPA Smart Meters, Client must pay the Price as invoiced by LPA Smart Meters within 30 days from the date of issue of an invoice. If Client fails to pay any sum due under this agreement by the due date, Client must pay interest of 2% per month on that sum from the due date until the date of payment. Interest is to be calculated on a daily basis.
4.2 If LPA Smart Meters provides any additional goods or services, LPA Smart Meters may charge Client for: (i) the time of LPA Smart Meters employees, agents or subcontractors at LPA Smart Meters’s then current professional rates for services; and (ii) the goods provided.
4.3 LPA Smart Meters reserves the right to charge Client any costs related to delivering the Goods to Client’s premises or Client’s customer’s premises.
4.4 LPA Smart Meters reserves the right to increase the prices contained in its price lists from time to time. If practical, LPA Smart Meters will give 30 days notice of such change.
5 RISK AND TITLE
5.1 Risk of any loss or damage to Goods passes to Client at the time of dispatch or, if delivered by LPA Smart Meters, on arrival to Site and title in each item of Goods remains with LPA Smart Meters until the amount owed by Client to LPA Smart Meters for that item of Goods has been paid in full.
5.2 Title to and property in the Goods will not pass until Client has paid all money owed to LPA Smart Meters on any account whatsoever. Payments shall not be taken to occur until all electronic payments or cheques owing to LPA Smart Meters have been paid and cleared in full..
5.3 If Client does not pay for any Goods on the due date for payment, Client authorises LPA Smart Meters, its employees and agents to enter any location where the Goods are located, to retake possession of the Goods without liability for trespass or damage. Without limiting its rights under this clause, LPA Smart Meters may also repossess the Goods supplied if: (i) Client fails to perform any obligation it has under this (or any other) agreement between it and LPA Smart Meters; (ii) any representation or statement made or taken to be made by Client in this agreement or any other document delivered by or on behalf of Client under or in connection with this agreement is or proves to have been incorrect or misleading in any material respect when made or taken to be made; (iii) any person enforces or seeks to enforce any security interest in respect of any of the assets of Client; or (iv) anything else happens which, in LPA Smart Meters’s opinion, has a material adverse effect on either business or financial condition of Client, Client’s ability to comply with its obligations under this agreement or the validity or enforceability of LPA Smart Meters’s rights related to this agreement.
5.4 This agreement creates a purchase money security interest in the Goods and Client must do all things reasonably required by LPA Smart Meters to register and perfect that interest. If LPA Smart Meters repossesses the Goods: (i) LPA Smart Meters will credit an amount equal to the invoiced purchase price of the Goods to Client, less LPA Smart Meters’s costs and expenses related to enforcement of its interest in the Goods and any other amount owed by Client to LPA Smart Meters; (ii) Client must not redeem the Goods; and (iii) LPA Smart Meters does not need to provide Client with any notice under sections 130 or 135 of the Personal Property Securities Act 2009 (Cth). Until Client has paid all monies owed to LPA Smart Meters on any account whatsoever, the relationship of Client to LPA Smart Meters will be as a fiduciary in respect of the Goods and accordingly: (i) Client must store the Goods in such a way that they can be recognised as the property of LPA Smart Meters; (ii) upon resale of the Goods by Client, LPA Smart Meters shall have the right to trace the full proceeds of sale; and (iii) Client shall account immediately to LPA Smart Meters for such proceeds of sale and LPA Smart Meters may recover from such proceeds of sale any money then owing to LPA Smart Meters on any account whatsoever.
6 INTELLECTUAL PROPERTY
6.1 LPA Smart Meters remains the owner of any intellectual property rights created in connection with the provision of the Goods.
6.2 LPA Smart Meters grants to Client a permanent, irrevocable, non-transferable licence to use any intellectual property rights created in connection with the provision of the Goods strictly for the purposes contemplated in the documentation provided by LPA Smart Meters together with and for such Goods. This licence is subject to any other purpose identified by LPA Smart Meters and payment of the Price, and all other monies owed by Client to LPA Smart Meters, in full.
6.3 If LPA Smart Meters provides Client with any proprietary software, Client acknowledges that separate terms provided by LPA Smart Meters, will apply to the licensing and support of that software. The terms provided with any third party software or otherwise by LPA Smart Meters, will apply to the licensing and support of any third party software.
7 WARRANTIES
7.1 Use of Goods
7.1.1 Client’s use of Goods, other than in accordance with the manufacturer’s specifications for the Goods, is at Client’s sole risk.
7.2 Proprietary LPA Smart Meters Goods – this clause 7.2 applies to proprietary LPA Smart Meters Goods
7.2.1 The warranty period for Goods is the earlier of 12 months from the date of successful completion of acceptance testing, commissioning or operational use of the Goods or 18 months from the date of delivery of the Goods to the Client unless otherwise stated by LPA Smart Meters.
7.2.2 The cost of replacement or repair of Goods is limited to the Price of the Goods only. For the purpose of this sub-clause, LPA Smart Meters is not responsible for the cost of retrieving, removing, reinstalling, transporting or re-testing the Goods.
7.3 Repaired and replaced proprietary LPA Smart Meters Goods
7.3.1 LPA Smart Meters warrants that repairs to Goods will be executed using due care and skill within normal business hours.
7.3.2 Any component replaced under warranty retains the balance of the original warranty period.
7.4 Repaired and replaced non-proprietary goods
7.4.1 Client agrees that any warranty on non-proprietary LPA Smart Meters Goods is limited to the warranty given by the manufacturer of those Goods and, to the maximum extent permitted by law, LPA Smart Meters gives no additional warranties in relation to any non-proprietary LPA Smart Meters Goods.
7.4.2 LPA Smart Meters has no risk or responsibility for supply of defective non-proprietary LPA Smart Meters Goods or for services performed by third parties, including without limitation, third party system integrators.
7.4.3 If the Australian Consumer Law applies, our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Client is entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.
7.5 Obligations
7.5.1 LPA Smart Meters’s obligations under clauses 7.2, 7.3 and 7.4 do not apply if the defect arises out of any alteration to or modification of proprietary LPA Smart Meters Goods, that is made by Client or any other person without LPA Smart Meters’s prior written consent.
7.5.2 Except for those terms that cannot by law be excluded, all other terms that might be implied into this agreement are excluded.
8 GOODS RETURNED FOR CREDIT AND
CANCELLATION
8.1 Return of Goods and/or cancellations of Goods is only permitted by LPA Smart Meters upon written request and subsequent approval by LPA Smart Meters.
8.2 If the Client cancels or suspends any order of undelivered Goods, LPA Smart Meters is entitled to charge the following cancellation fees: (a) if the item is a special order, there will be a restocking fee of 100%.of LPA Smart Meters’s quoted price; or(b) if the items is a normal stock item, there will be no restocking fee charged.
8.3 If the Client cancels or suspends any order of delivered Goods, LPA Smart Meters is entitled to charge the following cancellation fees: (a) if the item was a special order, there will be a restocking fee of 100%. of LPA Smart Meters’s quoted price; or (b) if the items is a normal stock item, there will be a restocking fee of 15% of LPA Smart Meters’s quoted price.
(c) no return of items will be accepted after 3 months from date of invoice.
9 CONFIDENTIALITY
9.1 Each party agrees that all non-public or proprietary information relating to the business, technology or affairs of the other provided or disclosed under this agreement or during the preceding negotiations is confidential.
9.2 Except as required by law, neither party will use or disclose such confidential information to any third party without the prior written consent of the other.
9.3 Unless required by any legislation, rules of a stock exchange or other government regulation, no public announcement concerning this will be made without the prior consent of both parties.
10 DRAWINGS AND DOCUMENTATION
10.1 Client acknowledges that any drawings, specifications and plans provided to Client by LPA Smart Meters and any statement, description, illustration or other information in LPA Smart Meters’s catalogues, websites, price lists and other advertising matter are intended merely to give a general idea of the Goods and/or Services and will not, unless otherwise agreed in writing, form any part of this agreement.
10.2 LPA Smart Meters may, if requested by Client and at Client’s expense, provide Client with certified drawings.
10.3 Client acknowledges that any drawings, specifications and plans provided to Client by LPA Smart Meters remain the property of LPA Smart Meters and constitute the confidential information of LPA Smart Meters and that Client must not use them for any purpose other than in accordance with these terms nor disclose them to third parties.
10.4 If a tender, proposal or quotation is not completed, Client must return to LPA Smart Meters any studies, drawings or other documents submitted with LPA Smart Meters’s offer within 14 days of expiry of the tender, proposal or quotation.
10.5 Any performance figures stated in a tender, proposal or quotation are subject to the recognised tolerance and rejection limits applicable to those figures.
11 INSURANCE
11.1 LPA Smart Meters is covered by insurance policies, which include public liability .
12 LIMITATION OF LIABILITY AND INDEMNITY
12.1 Subject to clauses 7.4.3 and clause 12.2, LPA Smart Meters’s total liability under this agreement whether in contract, tort (including negligence) or otherwise, is limited to an amount equal to the Price.
12.2 To the extent that terms implied by law apply to the Goods, LPA Smart Meters’s liability for any breach of those terms is limited to (i) re-supplying the Goods; (ii) repairing or replacing the Goods; or (iii) paying the costs of re-supply or repair of the Goods.
12.3 The client may be required, at LPA Smart Meters’s absolute discretion, to pay any, all or part of LPA Smart Meters’s costs and expenses, on an indemnity basis, related to registration and enforcement of any security interest related to this agreement or related to ensuring the payment of Client’s overdue debt, including but not limited to, commission and fees payable to a mercantile collection agency, solicitor or the like.
12.4 Notwithstanding any other term of the agreement, LPA Smart Meters is not liable whether in contract, tort (including negligence) or otherwise for any loss of profit, consequential damage or loss of market, data, opportunity or contracts whether to people or property arising directly or indirectly pursuant to this agreement or the performance of the Services or supplying of Goods under this agreement.
12.5 LPA Smart Meters’s liability for any loss or damage arising as a consequence of a breach of this agreement is reduced proportionally to the extent the act or omission (deliberate or negligent) of Client or any person (other than LPA Smart Meters, its employees, agents or subcontractors) contributed to the loss or damage incurred.
12.6 LPA Smart Meters will not be liable for damage or loss that is the consequence of: (i) incorrect or incomplete information supplied by Client; (ii) operational cessation; (iii) loss of data (Client must ensure that back-ups are made of programs and files and copies of other data that are made available by Client to LPA Smart Meters); (iv) any shortcoming of Client in the performance of its obligations including the granting of full assistance in implementing this agreement;
or (v) any use by Client of Goods other than in accordance with the documentation provided by LPA Smart Meters together with and for such Goods, except to the extent that LPA Smart Meters expressly approves in writing such use.
12.7 Where damage or loss occurs as contemplated in clause 12.5 and such damage or loss leads to any claim by a third-party, Client indemnifies LPA Smart Meters against any such claim.
12.8 No claim may be brought against LPA Smart Meters where Client has the possibility in respect of the cause of the damage to claim directly against a third-party (a supplier of LPA Smart Meters) or its insurer.
13 FORCE MAJEURE
13.1 A party will not be liable to the other if performance of its obligations to the other party is delayed, impeded or prevented by any act or event beyond the control of a party, whether foreseen or not, which delays, interrupts or prevents such party from performing its obligations under this agreement (Force Majeure).

Date: 23rd January 2023