Review Date: 30 July 2013

We (GridSpy Limited) shall only supply Products to you (the buyer of the Products) and Service (Subscriber Service and access to the Cloud Dash) on the following terms and conditions unless we agree, in writing, to vary these terms and conditions.

General

GridSpy means GridSpy Limited. Customer means the purchaser of GridSpy Product and Service or applicant(s) for credit. GridSpy Product and Service means all goods supplied by us to you, including (but not limited to) energy monitoring equipment and sundry support for energy monitoring, goods supplied as inventory, goods described on various purchase orders, invoices, quotes or similar documents between us along with all goods bearing our label, GridSpy service and access to the cloud dash and the GridSpy Subscriber Service.

Prices and Quotes

GridSpy may alter Product and Service prices without prior notice and reserves the right to revise prices at any time prior to accepting an order. The price for the Products quoted to you shall be valid for 30 days from the date of the quote, and does not include additions to the Products made subsequently. All prices and quotes are GST exclusive unless otherwise stated.

Orders

All purchase orders must clearly state the Date, Company Name, Invoice Address, Delivery Address, Official Order Number, Method of Dispatch, Contact Name & Telephone Number, Product Code, Product Description, Quantity, Price as Quoted and Payment Method. Orders may only be cancelled within 24 hours of placing the order and may only be cancelled with the approval of GridSpy. Orders may not be cancelled after delivery has been made in accordance with the Customer’s original delivery instructions.

Terms and Credit

GridSpy’s normal terms are cash before delivery. Dispatch, pursuant to product availability, is on the first Thursday after payment in full has been received. Acceptance of a quote/invoice constitutes your agreement to these Terms and all other GridSpy Terms. The GridSpy Subscriber Service is payment for the previous calender month on the 20th of the following month.

A credit facility may be available upon application and terms for credit customers are payment in full on the 20th of the following month (following dispatch). All orders for $25,000 or more require a 30% deposit before processing of an order will begin. This includes credit customers unless otherwise negotiated in writing with GridSpy.

GridSpy does not extend credit for the Subscriber Service beyond invoicing for a calender month due the following month on the 20th. Please see The GridSpy Subscriber Policy for more on this. Purchase of the Product and Service constitutes agreement with the Subscriber Policy and all GridSpy Terms.

Credit limits are established by GridSpy and confirmed in writing at the time of opening a trading account and may be adjusted at GridSpy’s sole discretion.

GridSpy reserves the right at all times without notice and at its sole discretion to:

• Refuse to grant credit,
• Suspend, withdraw or discontinue credit,
• Require fresh applications and / or personal guarantee(s) to be submitted,
• Selectively withdraw any discount offerings, and or Charge interest on any balance remaining after the due date at a rate equivalent to 3% per month.

Stock

All Products are subject to availability. Customers will be notified of stock availability and any applicable wait times. GridSpy will make every effort to deliver the Products on time but shall not be liable for delays.

Delivery

GridSpy will dispatch product on the first Thursday, after payment in full, pursuant to payment if agreed to in writing, or when the invoice has been accepted by a customer with credit. You will be notified on which terms apply to you.

Where the value of an order is equal to or less than $1000.00, delivery shall be deemed to have been effected when the Products arrive at the Customer’s premises.

Where the value of an order is greater than $1000.00, delivery shall be deemed to have been effected when the Products are ready for dispatch or when uplifted by the Customer, their appointed freight carrier or their appointed agent.

Retention of Title and Transfer of Risk

Property and ownership in Products will remain with GridSpy until payment in full of the purchase price of the Products and all other amounts owed to GridSpy.

Until the Product ownership passes to the Customer, the Customer shall hold the Products in trust as fiduciary bailee for GridSpy, and store them in a manner to enable them to be identified and cross-referenced to a particular invoice. Risk in the Products shall pass to the Customer at the time of delivery and shall insure and keep insured the Products from that time until such time as the Property and ownership of Products has passed to the Customer

The Customer accepts all risk of loss and damage to the Products, whether caused by you or not, following delivery of the Products to you.

Purchase Money Security Interest

You acknowledge that we retain a purchase money security interest in the Products to secure payment of the purchase price of those Products, and all other Products supplied by us and we have the right to call for or recover the Products at our option (for which purpose our employees or agents may enter your premises or the premises where the Products are stored) and you are obliged to deliver up the Products if so directed.

Our security interest in the Products extends to any proceeds, book debts and accounts receivable arising from selling of the Products. You waive any right to receive verification that our security interest in the Products has been registered on the Personal Property Securities Register.

Warranty and Limitation of Liability

We exclude all statutory or implied conditions and warranties to the fullest extent permitted by law. The Products are only warranted to the extent expressly specified by us in writing. In the unlikely event you receive faulty product we offer a 3-year back to base on faulty product. You will contact us regarding the faulty product and return it to us at your own cost. We will ship you an agreed replacement at our cost.

Our maximum aggregate liability to you, in respect of all claims for loss, damage or injury, whether in contract, tort or arising from the supply of (or failure to supply) the Products, or the quality or performance of the Products, shall not exceed the invoiced price of the Products and we shall not be liable for any loss of profits or any consequential, indirect or special loss, damage or injury of any kind suffered by you, arising directly or indirectly from any breach of our obligations or the negligence, misrepresentation or other act or omission on our part or our employees or agents.

GridSpy will not be liable for any loss, damage or injury to the Customer or to any other person or to the property of the Customer or any other person arising out of the use or possession of the Products and Service.

Warranty additions:

GridSpy reserves the right to withhold or refuse warranty service while the customer’s credit account is in arrears.

Design and Variations

Any claims by you for faulty design must be made within fifteen (15) days of delivery. After that date you shall be deemed to have accepted the design of the Products.

You acknowledge that the design and performance of the Products and Service relies on the accuracy and completeness of any information provided to us by you or your agents or third parties, and that we have no obligation to verify or check any information provided to us. Accordingly we accept no liability, whatsoever for any loss to any party and you agree to indemnify us from any loss we suffer, arising directly or indirectly, from the inaccuracy or omission of any such information.

You acknowledge that the quality of the Products and Service relies on our ability to fully test the design of the Products and Service. Accordingly we accept no liability, whatsoever for any loss to any party and you agree to indemnify us from any loss we suffer, arising directly or indirectly, from any variation to the design of the Products requested by you which does not allow sufficient time or resources to adequately test the varied design.

Disputed Accounts

The Customer must notify GridSpy in writing within fifteen (15) days of receipt of the any disputed invoice. The notification must quote the relevant invoice number and must include all the necessary details of the reason the invoice is being disputed. Should the Customer fail to notify GridSpy of any dispute, or defect or damage within fifteen (15) days of receipt of the Invoice the Customer shall be deemed to have accepted the invoice and shall pay that invoice according to the terms and conditions contained in this document.

If a dispute arises with regards to a Customer’s account, all items not in dispute on the account shall be payable without deduction or set-off according to the terms and conditions contained in this document. Any legal preceding that require an appearance in a dispute, district or high court, GridSpy will determine the relevant hearing venue.

Product Returns

No Products will be accepted for return without obtaining prior written authorisation from GridSpy. Products approved for return must quote a Return Material Authorisation (RMA) Number and must be accompanied by a copy of the invoice or the returns without an RMA Number will be rejected and sent back at the Customer’s expense. Product returns must be in new condition and in our original container or packaging and undamaged. GridSpy reserves the right to reject Products not conforming to this condition.

If the Product and Service was correctly supplied, GridSpy may, but is not obliged to, accept the return of the Product. Product approved for return to GridSpy will not necessarily be credited with the full invoice value thereof but will be tested and evaluated by GridSpy and based on such test and evaluation GridSpy will determine the amount, if any, to be refunded to the Customer.

The Customer will be required to pay GridSpy or have deducted from the refund, handling charges or restocking fees of up to 25% of the full purchase price (GST inclusive) of the Products approved for return.

Inward and return freight, packing and delivery charges are the responsibility of the Customer. If not prepaid by the Customer, freight will be deducted from the amount of credit.

If the Product or Service was delivered incorrectly, or with defect or damage, the Customer must notify GridSpy in writing within fifteen (15) days of receipt of the product. The notification must quote the relevant invoice number and must include all the necessary details of the incorrect delivery, defect or damage. Should the Customer fail to notify GridSpy of any incorrect delivery, or defect or damage within fifteen (15) days of receipt of the Product the Customer shall be deemed to have received the Product and Service in good order and condition and that the same had been delivered in accordance with the Customers order.

Consumer Guarantees Act

When GridSpy supplies Products and Service to the Customer for the Customer’s use in a business, the Customer agrees that the Act does not apply. Where GridSpy supplies the Product and Service to the Customer as a “consumer” as defined in the Act for a non-business purpose, the Act will apply and prevail over any contrary provision in these terms and conditions. Where in any case the Customer is a “supplier” then, The Customer shall notify any “consumer” prior to the sale of any defects or limitation in the Products and Service and/or any common purpose for which the Products and Service are not suitable.

The Customer shall, to the extent that the consumer is acquiring Products and Service for the purpose of a business, contract out of the provisions of the Act to the full extent permitted by the law and shall not give or make any undertaking, assertion or representation to such consumers in relation to the products without GridSpy’s prior approval in writing. The Customer acknowledges that GridSpy does not provide any Express Guarantee (as defined in the Act) other than those expressly confirmed by GridSpy in writing.

The Customer agrees to indemnify GridSpy against any liability or cost incurred by GridSpy under the Act as a result of any breach by the Customer of its obligations contained in these Terms and Conditions or under the Act. The Customer agrees to notify GridSpy in writing, as soon as it is reasonable, of any defects in the Products and Service and the nature of such defects.

Whenever the Act does not apply to this contract GridSpy accepts no liability for any claim in respect of the Products and Service by the Customer or any other person including without limitation any claim relating to or arising from any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise, whether express or implied by law, trade custom or otherwise or any representations, warranties, conditions or agreements made by the Customer which are not expressly confirmed by GridSpy in writing, and the Customer agrees to indemnify GridSpy against such claims.

Privacy Act

The Customer authorises GridSpy to: Obtain from a credit reporting agency a credit report concerning the Customer's credit information for the purpose of determining whether or not to supply the Products to the customer on credit or to collect unpaid accounts from the Customer.

Give to and seek from any credit providers (including the customer’s bankers) information about the Customer's credit arrangements. The Customer acknowledges that this information may include any information about the Customer's creditworthiness, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act;

Report any overdue payments owing by the Customer to other credit providers or credit reporting agencies pursuant to the terms of the Privacy Act 1993;

Provide any third party with credit information about the Customer when requested.

Non-waiver

The waiver by GridSpy of one default will not constitute a waiver of any subsequent default of the same or different kind. Failure or delay in exercising any right by GridSpy will not be a waiver of that right.

Default

The Customer, including but not limited to any legal fees or debt collection agency fees, shall pay any expenses, disbursements and legal costs incurred by GridSpy in the enforcement of any rights contained in this contract.

Governing Law

The laws of New Zealand govern our trading. You agree to submit to the non-exclusive jurisdiction of the Courts of New Zealand and agree that any legal proceedings may be heard in those courts.

No Assignment

This agreement cannot be assigned without the prior written consent of GridSpy

Miscellaneous

These conditions in this documents and those in the Privacy Policy and the GridSpy Terms of Service comprise the entire agreement for Terms of Sale between GridSpy and its customers and supersede all previous negotiations, agreements and commitments. GridSpy reserves the right to change these conditions at any time and will attempt to inform the Customer of any change by giving written notice at least fifteen (15) days before the change becomes effective. However at times due to legal restraints changes may come into effect immediately. It is the customers responsibility to check this document regularly for review and changes applied by GridSpy.

Conflicts

If there is any inconsistency between these standard terms and conditions and any terms submitted by you or any other arrangement between us, these standard terms and conditions of sale prevail. If any provision of these terms and conditions shall be invalid, void or illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.