1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern the provision of goods and services ("Goods and Services") by Mainergy Limited trading as Mainergy ("Mainergy" "we" "us") to you the purchaser ("you" "Buyer" “Purchaser”). By accepting a quotation placing an order or using the Goods and Services provided by Mainergy you agree to be bound by these Terms which supersede all prior agreements unless expressly included herein.

Definitions

"Goods" refers to all products supplied by Mainergy including but not limited to solar panels, inverters, energy storage systems, heating and cooling equipment, and related components.
"Services" encompasses all services provided by Mainergy including installation, maintenance, advice, and any ancillary services related to the Goods.
"Price" means the cost of Goods and Services as agreed upon between Mainergy and you subject to adjustments as specified in these Terms.

Scope of Agreement

These Terms constitute the full agreement between you and Mainergy for the supply of Goods and Services. They outline obligations, rights, and procedures. In the event of a conflict, these Terms prevail unless otherwise amended in a written agreement specifically overriding these Terms.

Mainergy reserves the right to amend these Terms at any time, with amendments effective immediately for all new orders post-change. You are responsible for remaining up to date with the current terms and conditions in effect. If you continue to access and use this website, you are agreeing to comply with the updated Terms.

2. Membership

Membership with Mainergy requires payment and offers two membership levels:
Standard Membership: Priced at $699 + GST per year. This membership level does not limit the number of users or regions. It is solely applicable for purchasing products.
Premium Membership: Priced at $1699 + GST per year. This membership level limits the number of users and regions and offers additional benefits including access to all lists and job opportunities obtained by Mainergy (such information will be exclusively available to premium members).

Please note that membership fees are non-refundable after 14 days. After 14 days, membership fees cannot be refunded under any circumstances.

Membership is valid for one year from the date of payment. Renewal is required to maintain membership benefits beyond the initial term.

If the buyer chooses to upgrade their membership from standard to premium, they must pay the difference in cost between the two options. Downgrading from a premium membership is not permitted, as the membership fee is non-refundable and valid for one year. To switch to a lower-tier membership, the buyer must wait until the time of renewal.

Membership is non-transferable. Membership benefits are exclusively for the named member and cannot be transferred to another individual or entity.

Mainergy reserves the right to terminate or suspend a member's access to membership benefits at any time for violation of these terms and conditions or for any other reason deemed appropriate by Mainergy.

3. Orders

Ordering Process

1. Submission: The Buyer shall place orders for Goods in writing, following the ordering process specified by Mainergy (referred to as "Order").
2. Acceptance: Each Order constitutes an offer to purchase Goods, subject to Mainergy's acceptance. Acceptance occurs upon Mainergy's provision of the Goods or issuance of a written confirmation to the Purchaser.
3. Acceptance by Mainergy: Mainergy reserves the right, at its sole discretion, to accept, decline, or partially accept any Order.
4. Supply Limitation: Orders accepted by Mainergy are contingent upon its ability to supply the Goods. Mainergy retains the right to cancel or refuse to supply any Order at any time, at its discretion.
5. Modifications: Once accepted by Mainergy, Orders may not be revised, altered, or canceled by the Purchaser without written agreement from Mainergy.

4. Pre-Sale Order

1. Deposit Payment: Customers must pay a deposit of 10% plus GST for all pre-sale orders. By paying the deposit, the customer agrees to all terms and conditions of the pre-sale order. If the customer cancels the order, the deposit will be forfeited as liquidated damages. Deposits are non-refundable, non-transferable, and cannot be used to purchase other products.
2. Warehousing Time: The warehousing time for pre-sale orders is determined by the shipping company. Delays in the arrival of goods at the warehouse due to factors beyond Mainergy's control are not the responsibility of Mainergy. Mainergy assumes no direct or indirect liability for such delays.
3. Balance Payment and Pickup: Upon the goods' arrival at the warehouse, customers must pay the remaining balance within 2 working days. Customers must either pick up the goods or arrange for shipment from the warehouse within 5 working days.
4. Storage Costs: If the goods are not picked up or shipped within the agreed time frame due to customer delays, the customer will be responsible for any incurred storage costs.

5. Price and Payment of Goods

All prices displayed exclude GST and are subject to change without prior notice. The price including GST and the GST amount are also shown on our website.
For major contracts, it's advisable to contact Mainergy directly for current pricing. Mainergy does not accept responsibility for the accuracy, legality, or reliability of the information on its website.
The price for Goods supplied to the Purchaser (Price) will be:
● the agreed price between the parties; or
● in the absence of an agreement, Mainergy's prices applicable at the time of Order acceptance.

Mainergy updates prices monthly, with the new Price List available for download on the last day of each month. Members can access it seamlessly on the website.

Invoicing occurs upon order confirmation. The first three transactions must be settled in cash. Once a credit line is established (depending on Mainergy approving the Purchaser for credit), the invoiced amount must be paid in full before the 20th of the month following the invoice date. Payment should cover bank transfer fees without shortfall or excess.

Failure to pay in full by the due date may result in:
● Default interest of 2% per month on the overdue amount, calculated daily until full payment.
● Reimbursement of all collection costs incurred by Mainergy.
● Mainergy may refuse to deliver, cancel, or suspend any Order and halt credit facilities to the Purchaser and related entities.

6. Delivery

Delivery will be considered to have taken place when the Goods are made available for collection from the designated warehouse.

If Mainergy agrees to arrange for the transportation of any Goods from Mainergy's premises on behalf of the Purchaser:
● The transportation of such Goods is at the Purchaser's expense;
● The Goods will be properly and suitably packed by Mainergy and in such a manner as to reach the intended destination in good condition under normal conditions of transport;
● Mainergy will act as the agent for and on behalf of the Purchaser and will not be liable for, or responsible for, any damage that occurs after Delivery, provided that it complies with the above statement.

Mainergy won't be held responsible for compensating the purchaser for any loss of income, profit, or other indirect losses if the delivery of goods doesn't occur on a specified date.

If any quality issues are found upon receipt of the goods, Mainergy's suppliers are responsible for covering shipping costs and facilitating complimentary returns and exchanges.

7. Return of Goods

Customers may initiate returns for orders within 7 days of receiving the goods, subject to the following conditions. Customers are responsible for covering the return shipping costs. Returned items must be received by our supplier and undergo inspection to ensure they are in a resalable condition before the return is accepted.

Refunds will not be issued. Instead, credit notes will be provided and credited to the customer's account, unless a request for account closure is made. In such cases, refund details must be provided, and refunds will be processed to the designated account on the 20th of the following month.

8. Risk and Title

Upon Delivery, the Purchaser assumes all responsibility for the Goods, including any loss, damage, or deterioration, unless otherwise agreed upon in writing by Mainergy. Title to the Goods remains with Mainergy until full payment is received for all items supplied.

During the interim period, the Purchaser agrees to undertake the following responsibilities to ensure the proper management and identification of the Goods:
● Custodianship: Act as the custodian of the Goods, maintaining responsibility for their care and condition after delivery and prior to any further disposition.
● Identification and Storage: Clearly label the Goods as the property of Mainergy. Store the Goods in a manner that facilitates easy identification and access, separate from other inventory or assets.
● Maintenance: Preserve the Goods in their original condition. Ensure proper upkeep and protection against damage or degradation, including appropriate environmental conditions and security measures.

Mainergy retains the right to reclaim possession of any Goods before full payment is received. The Purchaser grants Mainergy the authority to access any location where the Goods are stored, retrieve and resell them, and retain proceeds from such transactions. Any shortfall resulting from these actions will be considered a debt owed to Mainergy by the Purchaser.

9. Limitation of Liability

General Liability

Mainergy’s liability for breaches of these Terms is limited exclusively to the issuance of credit notes for the value of any Goods returned by the Purchaser. This liability applies only when the Purchaser opts to return Goods that are deemed defective or unsatisfactory, in line with Mainergy's return policy.

Mainergy is not liable for any consequential, indirect, or special losses, damages, costs, or expenses that the Purchaser may suffer or incur. This includes, but is not limited to, losses resulting from:
● A breach of Mainergy’s obligations under these Terms.
● Any use of the Goods that does not comply with specifications provided by Mainergy.

Usage of Goods

The Purchaser is advised to adhere strictly to all operational guidelines and specifications notified by Mainergy for the use of the Goods. Failure to follow these guidelines may invalidate this limitation of liability.

Consumer Protection Compliance

Nothing in these Terms intends to limit any rights the Purchaser may have under the Consumer Guarantees Act 1993 or any other applicable consumer protection legislation in New Zealand. Mainergy's obligations under the Consumer Guarantees Act remain unaffected, especially in terms of providing Goods that are of acceptable quality and fit for their intended purpose.

If liability cannot be excluded but can be limited under New Zealand law, Mainergy's total liability to the Purchaser shall not exceed the value of the credit note issued for the returned Goods.

10. Warranties

Mainergy provides no warranties, either expressed or implied, regarding the merchantability, quality, or condition of the Goods, their compliance with descriptions, or their suitability or fitness for any particular purpose unless explicitly stated in a separate written warranty document specific to the provided Goods.

Any warranties that are offered by Mainergy will be provided only in writing. These warranties will detail the extent of the coverage, the duration of the warranty period, and any conditions or limitations that apply.

The Purchaser acknowledges that it has independently evaluated the suitability of the Goods for their intended use and does not rely on any representations made by Mainergy, beyond those contained in a written warranty.

If the Purchaser resells the Goods, they must communicate to their customers that no warranties from Mainergy are transferred unless explicitly stated in a written agreement. The Purchaser is responsible for establishing their own terms of warranty with their customers.

Claims under any Mainergy warranty must be made within a specified period from the date of purchase, as detailed in the warranty document. The Purchaser must comply with specified procedures for returning Goods, which may include a requirement to provide proof of purchase and a detailed description of the defect.

11. Compliance with New Zealand Law

These Terms are subject to the laws of New Zealand. Both parties agree to submit to the jurisdiction of New Zealand courts for any issues arising from these Terms, without insisting on exclusive jurisdiction.

Consumer Guarantees Act 1993 (CGA)

Mainergy is committed to complying with the CGA, which applies to all Goods sold to consumers. This ensures that the Goods sold are of acceptable quality, fit for their intended purpose, and match the descriptions provided by Mainergy. Where Goods are purchased for business purposes, the CGA may not apply, and such exclusion will be clearly communicated and agreed upon by the Purchaser.

Fair Trading Act 1986 (FTA)

Mainergy adheres to the FTA, ensuring all business practices, especially those concerning advertising, marketing, and sales, are conducted in a manner that is not misleading or deceptive. Mainergy is committed to providing clear, accurate, and timely information about the Goods and their prices.

Privacy Act 2020

Mainergy respects the privacy of its customers in accordance with the Privacy Act 2020. Personal information collected from Purchasers is used only for the purpose of fulfilling orders, maintaining customer accounts, and communicating relevant product information, unless explicitly authorized otherwise. Mainergy ensures that all personal data is handled securely and in compliance with applicable privacy regulations.

Personal Property Securities Act 1999 (PPSA)

In transactions where Mainergy retains ownership of the Goods until full payment is made, a security interest in the Goods may be registered under the Personal Property Securities Act 1999 (PPSA). The Purchaser agrees to cooperate with Mainergy in providing necessary information to facilitate such registration. This clause is part of the 'Risk and Title' section, which outlines the conditions under which ownership and risk are managed to protect the interests of both parties.

12. General

Communication: Mainergy may contact you via email or by posting notices on our website. You agree that such communication methods satisfy all legal requirements for written communications.

Amendment of Terms: Mainergy reserves the right to amend these Terms at any time, with amendments effective immediately for all new orders post-change. You are responsible for remaining up to date with the current terms and conditions in effect. If you continue to access and use this website, you are agreeing to comply with the updated Terms.

Entire Agreement: These Terms constitute the entire agreement between you and Mainergy for the supply of Goods and Services. They outline obligations, rights, and procedures. In the event of a conflict, these Terms prevail unless otherwise amended in a written agreement specifically overriding these Terms.

Severability: If any part of these Terms is deemed invalid or unenforceable, it will be modified to the extent necessary to remedy the issue. If modification is not possible, the offending provision will be severed, and the remaining Terms will remain binding.