‍ Document Version: 2.0 | Last Updated: [5 November 2025]

These Terms and Conditions of Trade ("Terms") apply to the supply of goods and provision of services ("Works") by TRUE SOLAR LIMITED ("we", "us" or "our") to the customer identified in the Quote or Statement of Work ("you", "Customer"). Any agreement made in accordance with  these Terms is a construction contract for the purposes of s9 of the Construction Contracts Act 2002 (“CCA”).

1. DEFINITIONS In these Terms, unless the context requires otherwise:

• Agreement: These Terms together with the Quote or Statement of Work.

• Additional Charges: Any cost not included in the original Quote or Statement of Work, including variations, third-party work, or delays caused by you.

• CGA: The Consumer Guarantees Act 1993.

• Customer Data: Any data that is provided by, or on behalf of, the Customer for processing by us or for the purpose of providing the Goods or Services.

·       Event of Default: An event where:

i.                    you default in respect of any of its obligations to us; or

ii.                  your ownership or effective Control is transferred without our prior written consent.

• Force Majeure: Any of the following events:

i.                    epidemic or pandemic;

ii.                  act of terrorism, war (either declared or not declared), civil disorders, revolution or act of public enemies;

iii.                flood, storm, tempest, earthquake, fire, explosion or other act of God;

iv.                act or restraint of any national or governmental authority;

v.                  strike or lock-out; or

vi.                any other event or factor (similar to the events described above) beyond the reasonable control of the party adversely affected, which prevents, delays or hinders the performance by either or both parties of their obligations under these Terms.

• Goods: All goods, products, equipment, and materials supplied by us under these terms.

• Location: The property where the Works are to be carried out.

• Manufacturer’s Warranty: Any warranty provided by the manufacturer of the Goods.

• PPSA: The Personal Property Securities Act 1999.

• Practical Completion: Practical Completion occurs once the System passes independent electrical inspection.

·       Price: The price for the Goods and Services as set out in our Quote, together with any applicable fees (including freight and delivery charges), agreed disbursements, taxes, and duties (including GST).

• Quote/Statement of Work: Our document(s) outlining the Goods, Services, and Price.

• Services: Any installation or work undertaken by us , including procurement, planning, and commissioning.

• System: The solar power system supplied and installed by us .

• Variation: Any agreed change to the Quote.

·       Working Days: A day other than a Saturday, Sunday or public holiday in Auckland under the Holidays Act 2003.

2. FORMATION OF AGREEMENT

2.1 Entry into an Agreement is made by payment of the deposit stated in the Quote, or by written acceptance of the Quote, whichever occurs first.

3. QUOTES, VARIATIONS, AND CANCELLATIONS

3.1 Quotes are valid for 20 Working Days unless otherwise stated.

3.2 We may amend or withdraw a Quote prior to your acceptance.

3.3 Variations must be requested in writing and will only be binding once confirmed by us in writing with updated pricing and scope.

3.4 Cancellation may be subject to an administration fee or retention of part of the deposit (up to 10% of the Price) to cover any costs (including administration costs) incurred by us.

4. CUSTOMER RESPONSIBILITIES

4.1 You must:

a) Ensure all required consents and regulatory approvals are obtained.

b) Provide accurate and complete Location information, including site access and structural suitability.

c) Notify us of any Location site risks or hazards.

d) Ensure Location access for delivery and installation.

e) Ensure the Location roof is structurally capable of supporting the System.

f) Ensure internet access, either via WIFI or wired, is available to us at the inverter installation location to allow for commissioning.

f) If accurate Location information, Location access or internet access is not provided by you within the agreed timeframes, we may charge you a rescheduling fee.

5. CHARGES AND PAYMENT

5.1 Payment is due as follows:

a) 50% deposit upon acceptance of the Quote (the deposit is non-refundable to the extent of our  incurred costs, up to a maximum of10% of the Price);

b) 50% upon Practical Completion in accordance with clause 14.

5.2 Late payments may incur:

a) interest on the amount owing from the due date until the date of actual payment at 4% per annum over the base overdraft rate charged by our principal bankers from time to time, which will be payable by us on demand;

b) any other costs incurred in collecting amounts owing, including without limitation legal and debt collection costs;

c) Suspension of Works;

d) Repossession of the unpaid Goods from the Location, after payment has been late by more than 30 Working Days and where permissible by law.

6. TITLE AND RISK

6.1 Risk passes on delivery or installation, whichever is earlier.

6.2 Title of the Goods remains with us until full payment is received.

6.3 You must not sell, lease, or otherwise encumber the Goods until full payment has been made.

7. PERSONAL PROPERTY SECURITIES ACT 1990

7.1 You acknowledge that clauses 5 and 6 create a security interest for the purposes of the PPSA and agrees that we may register, at your cost, a financing statement on the PPSR to protect our interest in the Goods.  You will do all things reasonably required by us to perfect and maintain the security interest. 

7.2 You must not change its name, company number or NZBN or other details required on the PPSR, without first notifying us in writing. 

7.3 You acknowledge and agree to waive its right to receive any notice under the PPSA (including notice of a verification statement under section 145) unless the notice is required by the PPSA and cannot be excluded. 

7.4 To the fullest extent permitted by the PPSA, the parties agree to contract out of sections 114(1)(a), 116, 120(2), 121, 122, 125, 126, 127, 129, 131, 133 and 134 of the PPSA.

8. DELIVERY AND INSTALLATION

8.1 Installation dates are indicative only. We are not liable for delays caused by factors beyond our reasonable control, such as inclement weather, suppliers, contractors, Location access issues, or Force Majeure. Delays do not entitle you to cancel the Agreement.

8.2 You must ensure safe and timely access to the Location in accordance with our reasonable instructions.

9. APPROVALS AND GRID CONNECTION

9.1 We will apply for grid connections in respect of the System. We will pay all costs associated with such application. We are not responsible for approval outcomes or the timeframe in which those outcomes are obtained.

10. WARRANTIES

10.1 We warrant that if any defect in workmanship or Goods supplied by us becomes apparent and is reported to us within twelve (12) months of installation, we will (at our discretion) either replace or remedy the defect at no cost to you.

10.2 This warranty does not cover defects or damage caused by:

a) failure to maintain the System properly;

b) not following our or the Manufacturer’s instructions;

c) careless or improper use of the System ;

d) continued use after the defect becomes apparent;

e) fair wear and tear, accidents, Force Majeure or unauthorised interference by third parties.

10.3 The warranty is void if any repairs, modifications, or alterations are made to the System by someone other than Us without our prior written consent.

10.4 We will pass on to you the benefit of any Manufacturer's Warranty applicable to the Goods and we will assist you to claim under any Manufacturer's Warranty where possible, but are not responsible for the outcome  of  any claim.

11. LIABILITIES AND INSURANCE

11.1 You acknowledge that due to the nature of accessing and working on existing roofing materials, minor or superficial damage, such as small dents in corrugated roofing or minor scuffing of roof tiles, which do not compromise the weathertightness or structural integrity of the roof, may be unavoidable. We shall not be liable for any minor or superficial damage arising in connection with the Services.  11.2 We maintain the following insurance policies:

a) Public and Products Liability Insurance: This insurance covers our liability for accidental personal injury or property damage to third parties arising from our business operations and includes an extension covering accidental physical damage to property in our care, custody, or control, such as the Customer's existing roof structure, up to a sub-limit of $500,000 per occurrence. The maximum total amount payable under this insurance is limited to $2,000,000.

b) Statutory Liability Insurance: This covers our liability for financial loss arising from a breach of New Zealand legislation. The maximum amount payable under this insurance is limited to $1,000,000.

c) Professional Indemnity Insurance: This insurance covers our liability for financial loss or property damage arising from errors in the professional services provided, including the design and specification of the System. The maximum amount payable under this insurance is limited to $500,000.

11.2 Subject to clause 11.3, to the maximum extent permitted by law, our liability to you or any person for any  claim arising in contract, tort, under statute or in any way whatsoever from or in relation to the Services is limited to the amount paid or payable by our insurer in respect of that claim, except to the extent the amount paid or payable is reduced by your acts or omissions in breach of the Agreement.

11.3 To the maximum extent permitted by law, we will not be liable to you or any person for any  claim arising in contract, tort, under statute or in any way whatsoever from or in relation to the Services which is covered by your insurance or would have been covered by your insurance but for your acts or omissions.

11.4 You must notify your insurer of the Services to be provided under the Agreement before the Services commence.

11.5 We are not liable for indirect, special, or consequential damages, including loss of profit or energy generation. To the extent the CGA applies, this clause must be interpreted consistently with it.

11.6 Subject to clause 23.1, nothing in this clause limits your rights under the CGA.

12. DEFAULT

12.1 If an Event of Default occurs:

a) all amounts owing to us will become immediately due and payable;

b) where permitted by law, we may enter the Location to repossess the Goods and recover all our costs associated with repossession of the Goods; and

c) we may suspend or terminate the provision of the Goods and Services without liability.

13.  TERMINATION

13.1 Either party may terminate the Agreement with written notice if the other party materially breaches its obligations and does not remedy the breach within 10 Working Days (time being of the essence).

13.2 Upon termination, you must pay for all Works, supplied Goods, and any amounts owing under the Agreement, including any administration costs we have incurred to date.

14. INSPECTION AND PRACTICAL COMPLETION

14.1 We will arrange and pay for the independent electrical inspection required to obtain Practical Completion.

14.2 Upon the system passing the independent electrical inspection, we will issue you with a Certificate of Compliance and Record of Inspection, at which time the balance of the Price will be payable in accordance with clause 5.

15. INTELLECTUAL PROPERTY AND PROMOTION

15.1 All intellectual property produced by us remains in our ownership.

15.2 You consent to us using project photos in marketing unless you opt out in writing.

16. PRIVACY AND DATA

16.1 To the extent that any of the Customer Data constitutes personal information as defined in section 7 of the Privacy Act 2020, you authorise us to collect, use, store, disclose and otherwise process such personal information to the extent reasonably required to provide the Services, perform our obligations under the Agreement, comply with applicable law, and exercise our legal rights. A copy of our current privacy policy can be accessed at www.truesolar.co.nz/privacy-policy.

16.2     Where otherwise permissible under the Privacy Act 2020, we reserve the right to pass on Customer Data to a third-party debt collection agency.

17. DISPUTES

17.1 If a dispute arises out of or relates to this Agreement (“Dispute”) neither of the parties may commence any court proceedings relating to the Dispute unless it has first complied with the following paragraphs of this clause, except where the party seeks urgent injunctive relief.

17.2 A party claiming the Dispute has arisen must give written notice to the other party specifying the nature of the Dispute.

17.3 On receipt of that notice, the parties will use all reasonable endeavours to resolve the Dispute by discussion, consultation, negotiation or other informal means.

17.4 If the Dispute is not resolved within 15 Working Days of the notice being given pursuant to clause 17.2 (or within such further period agreed in writing by the parties) either party may, by giving written notice to the other party, require the Dispute to be determined by mediation. 

18 GOVERNING LAW

18.1This Agreement will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

19. GENERAL

19.1 We may assign all or any of its rights or obligations under the Agreement or subcontract the Services (in whole or in part) to any other person or entity without your prior written consent.

19.2 You may not assign all or any of its rights or obligations under the Agreement to any other person or entity without our prior written consent. We may provide, deny or withhold our consent and impose any condition we consider necessary in our sole discretion. 

20.        PARTIAL INVALIDITY

20.1     The illegality, invalidity or unenforceability of a provision of the Agreement under any law will not affect the legality, validity or enforceability of another provision.

21.        ENTIRE AGREEMENT

21.1     The Agreement constitutes the entire agreement between the parties and supersede all prior agreements, understandings, representations, and arrangements, whether written or oral, relating to the subject matter of the Agreement, unless expressly varied in writing with reference to this clause.

22. Notices

22.1 Notices may be delivered by email, post, or hand.

23. CGA

23.1 The parties agree that the CGA does not apply to any Goods or Services acquired by you in trade (as that term is defined in s2(1) of the CGA) under the Agreement.