1. DEFINITIONS
1.1 “RoofBros Tile Recycling” means RoofBros Pty Ltd ABN 47 647 880 199 trading as
RoofBros Tile Recycling.
1.2 “ Customer ” means the individual or entity that has contracted with RoofBros Tile
Recycling for Goods.
1.3 “ Goods ” means any goods supplied by RoofBros Tile Recycling to the Customer (or
ordered by the Customer but not yet supplied) including, and in no way limited to,
roofing products.
1.4 “Price” means the cost of the Goods as agreed between RoofBros Tile Recycling and
the Customer and includes all out of pocket expenses RoofBros Tile Recycling incurs
on the Customer 's behalf subject to clause 5 of this contract.
2. ACCEPTANCE
2.1 Any instructions received by RoofBros Tile Recycling from the Customer for the supply
of Goods shall constitute a binding contract and acceptance of the terms and
conditions contained herein.
3. PRECEDENCE
3.1 The Customer acknowledges that these Terms and Conditions take precedence over
any terms and conditions contained in any document provided by the Customer.
4. PRIVACY ACT 1988 (CTH) (AS AMENDED)
4.1 RoofBros Tile Recycling collects personal information about the Customer (if a sole
trader, individual trustee, or partnership of individuals) for the purposes set out in its
Privacy Policy. This policy may be located at https://roofbros.com.au. A hardcopy of
this policy can also be provided to the Customer free of charge, upon request.
4.1.1 The Privacy Policy sets out: the personal information RoofBros Tile Recycling
collects; how RoofBros Tile Recycling collects and uses this information; how the
Customer may access or correct it; and how the Customer may make a complaint
in respect of RoofBros Tile Recycling’s management of the information;
4.2 By the Customer providing instructions to RoofBros Tile Recycling for the supply of
Goods and Services, the Customer is consenting to RoofBros Tile Recycling
collecting, handling, using, disclosing and otherwise dealing with the Customer’s
personal information (including credit related personal information) in accordance with
the terms of RoofBros Recycling’s Privacy Policy, and in accordance with Australia’s
privacy laws.
5. PRICE
5.1 The Price shall, at RoofBros Tile Recycling’s sole discretion, be:
5.1.1 as stated on any invoice provided by RoofBros Tile Recycling to the
Customer; or
5.1.2 RoofBros Tile Recycling’s quoted price (subject to clause 7).
6. PAYMENT
6.1 Unless otherwise agreed in writing, all accounts must be paid in full on the date
specified on the invoice provided by RoofBros Tile Recycling to the Customer.
6.2 Payment for any amount outstanding shall be deemed immediately due and payable in
any of the following circumstances:
6.2.1 there is non-payment of any sum by the due date;
6.2.2 RoofBros Tile Recycling forms the view that the Customer will not pay any
sum by its due date;
6.2.3 the Customer is bankrupted or enters administration, liquidation or
receivership;
6.2.4 a Court judgment is entered against the Customer and remains unsatisfied for
seven (7) days;
6.2.5 any material adverse change in the financial position of the Customer .
6.3 Interest accrues on any amount owing after the due date at the rate of 15% per
annum, calculated daily from the first day overdue until payment.
6.4 All payments to be made by the Customer will be made without set-off (whether arising
at law or in equity) or counterclaim (whether arising at law or in equity) and free and
clear of any withholding or deduction whatsoever, unless prohibited by law.
6.5 The Customer shall pay (on a full indemnity basis) any and all expenses,
disbursements, collection costs and legal costs which RoofBros Tile Recycling has
incurred or is liable to pay, in connection with the enforcement of any rights and/or
preservation of any rights contained in this contract.
6.6 For the purposes of clause 6.5, the Customer acknowledges that collection costs may
be calculated on a commission basis at a percentage rate of the amount due (as
agreed by RoofBros Tile Recycling and the collection agent) and the Customer
expressly agrees to pay for those expenses as liquidated damages on demand,
irrespective of whether (a) RoofBros Tile Recycling is not liable to pay the collection
agent the commission, until the Customer has made payment of the Customer’s
overdue debt (or any portion thereof) and/or (b) the amount of work actually performed
by the collection agent before the Customer makes a payment for an overdue debt.
6.7 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not
constitute payment until it results in RoofBros Tile Recycling receiving cleared funds
for the entire amount of the negotiable instrument.
7. QUOTATION
7.1 Where a quotation is given by RoofBros Tile Recycling for Goods:
7.1.1 unless otherwise agreed, is not an offer to sell or provide Goods;
7.1.2 unless otherwise agreed the quotation shall be valid for 30 days from date of
issue;
7.1.3 RoofBros Tile Recycling will not be bound by any order given until accepted in
writing;
7.1.4 RoofBros Tile Recycling reserves the right to alter the quotation because of
circumstances beyond its control including and, in no way limited to, increases in
the price charged by its suppliers for products and/or services.
7.2 Where Goods are required in addition to the quotation, the Customer agrees to pay for
the additional cost of such Goods.
8. RISK TO GOODS AND DELIVERY / COLLECTION
8.1 Risk in any Goods shall pass to the Customer at the time when the Goods have been
delivered to the Customer or collected by the Customer;
8.2 Any date quoted for delivery or collection by RoofBros Tile Recycling is an estimate
only;
8.3 Unless a guarantee is given by RoofBros Tile Recycling in writing, providing for
liquidated damages for failure to deliver (or have available for collection) by the date
quoted for delivery or completion, RoofBros Tile Recycling will not be liable to the
Customer for any loss or damage howsoever arising even if arising out of the
negligence of RoofBros Tile Recycling for failure to deliver the Goods on or before the
date quoted for same;
8.4 RoofBros Tile Recycling requires the Customer to collect all Goods within 48 hours of
being notified in writing (via email and/or SMS text message) that the ordered Goods
are ready for collection.
8.5 RoofBros Tile Recycling reserves the right to deliver the Goods to the Customer by
instalments. If delivery is made by instalments the Customer is not entitled to:
8.5.1 terminate or cancel the order following its acceptance by RoofBros Tile
Recycling;
8.5.2 terminate these Terms and Conditions;
8.5.3 any claim, loss or damage howsoever arising from the failure of RoofBros Tile
Recycling to deliver any instalments on or before the date quoted for
delivery/completion.
8.6 Where special freight requirements are requested by the Customer such charges for
freight will be paid by the Customer.
9. TITLE AND PERSONAL PROPERTY SECURITIES ACT 2009 (CTH) (PPSA) Goods
9.1 Whilst risk in the Goods passes on delivery, legal and beneficial title in the Goods shall
remain with RoofBros Tile Recycling until it has received payment in full for all monies
owed by the Customer.
9.2 Until RoofBros Tile Recycling has received payment in full for all monies owed by the
Customer, RoofBros Tile Recycling reserves the following rights:
9.2.1 legal and beneficial ownership of the Goods;
9.2.2 the right to enter the Customer’s premises and retake possession of the
Goods;
9.2.3 the right to keep or resell any Goods repossessed under sub-clause 9.2.2;
and
9.2.4 any other rights it may have at law or under the PPSA.
9.3 Where, pursuant to sub-clause 9.2.3:
9.3.1 RoofBros Tile Recycling resells the Goods repossessed, it is agreed that
RoofBros Tile Recycling may credit the Customer ’s account with the net proceeds
of sale (after deduction of all repossession, storage, selling and other costs); or
9.3.2 RoofBros Tile Recycling retains possession of the repossessed Goods, it is
agreed that RoofBros Tile Recycling may credit the Customer ’s account with the
invoice value less such sum as RoofBros Tile Recycling reasonably determines
on account of wear and tear, depreciation, obsolescence, loss of profit and costs.
9.4 RoofBros Tile Recycling shall not be liable for any costs, damages, expenses or losses
incurred by the Customer or any third party as a result of any action taken to
repossess the Goods.
9.5 If the Goods are attached, fixed, or incorporated into any property of the Customer ,
title in the Goods shall remain with RoofBros Tile Recycling until the Customer has
made payment for all monies owed to RoofBros Tile Recycling and where those
Goods are mixed with other property so as to be part of or a constituent of any new
product, title to these products shall be deemed to be assigned to RoofBros Tile
Recycling as security for the full satisfaction by the Customer of the full amount owing
between RoofBros Tile Recycling and the Customer .
9.6 Until RoofBros Tile Recycling receives payment for Goods in full, the Customer
acknowledges that RoofBros Tile Recycling has a Purchase Money Security Interest
(“PMSI”) which attaches over the Goods and their proceeds and a Security Interest in
relation to other amounts owed by the Customer to RoofBros Tile Recycling.
General
9.7 Upon assenting to these Terms and Conditions, the Customer acknowledges and
agrees that these Terms and Conditions constitute a Security Agreement for the
purposes of the PPSA.
9.8 The Customer undertakes to do anything (such as obtaining consents, producing
documents, producing receipts and getting documents completed and signed) which
RoofBros Tile Recycling asks and considers reasonably necessary for the purposes of:
9.8.1 ensuring that a PMSI and/or Security Interest is enforceable, perfected and
effective;
9.8.2 enabling RoofBros Tile Recycling to apply for any registration, or give any
notification, in connection with the Security Interest created under this Agreement
so that the PMSI and/or Security Interest has the priority required by RoofBros
Tile Recycling.
9.9 To the extent permitted by law, the Customer irrevocably waives its right to:
9.9.1 receive notices or statements under sections 95, 121(4), 125, 130, 132(3)(d),
132(4) and 135 of the PPSA;
9.9.2 redeem the Goods under section 142 of the PPSA;
9.9.3 reinstate the Agreement under section 143 of the PPSA;
9.9.4 receive a Verification Statement.
9.10 Nothing in clause 9 prevents RoofBros Tile Recycling from taking collection or legal
action against the Customer to recover any monies owed from time to time.
10. DISPUTES
10.1 No claim relating to Goods will be considered unless made in writing within 48 hours
of delivery of the Goods.
11. LIABILITY
11.1 All implied conditions, warranties and undertakings other than are expressly excluded
to the extent permitted by law.
11.2 Where the Goods are of a kind other than goods ordinarily acquired for personal,
domestic or household use, then RoofBros Tile Recycling’s liability is limited, at its
option, to anyone or more of the following:
11.2.1 the replacement or supply of the equivalent of the Goods;
11.2.2 the repair of the Goods;
11.2.3 the payment of the costs of replacing the Goods or acquiring their equivalent;
or
11.2.4 the payment of the costs of having the Goods repaired.
11.3 Subject to the Customer’s rights under Schedule 2 of the Competition and Consumer
Act 2010 (“CCA”), RoofBros Tile Recycling shall not be liable for:
11.3.1 any loss or damage of any kind whatsoever, arising from the Goods, including
consequential loss whether suffered or incurred by the Customer or another
person and whether in contract or tort (including negligence) or otherwise and
irrespective of whether such loss or damage arises directly or indirectly from the
Goods; and
11.3.2 the Customer shall indemnify RoofBros Tile Recycling against all claims and
loss of any kind whatsoever however caused or arising and without limiting the
generality of the foregoing of this clause whether caused or arising as a result of
the negligence of RoofBros Tile Recycling or otherwise, brought by any person in
connection with any matter, act, omission, or error by RoofBros Tile Recycling, its
agents or employees in connection with the Goods.
12. WARRANTY
12.1 Manufacturer’s warranty applies to the Goods where applicable.
13. CHARGE
13.1 The Customer hereby charges in favour of RoofBros Tile Recycling all of the
Customer’s estate and interest in any land, freehold or leasehold, in which the
Customer now has or which it may later acquire any such interest in, with payment of
all monies owing by the Customer to RoofBros Tile Recycling from time to time and
hereby consents to RoofBros Tile Recycling lodging a caveat or caveats which note
RoofBros Tile Recycling’s interest.
14. JURISDICTION
14.1 These terms and conditions and all matters concerning the business relationship
between RoofBros Tile Recycling and the Customer shall be governed by the law of
the State of New South Wales and the parties submit to the non-exclusive jurisdiction
of the Courts of New South Wales for the conduct of any litigation.
15. ASSIGNMENT
15.1 The Customer cannot assign these terms and conditions without the prior written
consent of RoofBros Tile Recycling.
15.2 RoofBros Tile Recycling can assign these terms and conditions to a third party
without the consent of the Customer.
16. MISCELLANEOUS
16.1 If by reason of any fact, circumstance, matter or thing beyond the reasonable control
of RoofBros Tile Recycling, RoofBros Tile Recycling is unable to perform in whole or in
part any obligation under these terms and conditions, including delay in delivery,
RoofBros Tile Recycling shall be relieved of that obligation under these terms and
conditions to the extent and for that period that it is so unable to perform and shall not
be liable to the Customer in respect of such inability.
16.2 Failure by RoofBros Tile Recycling to enforce any of the terms and conditions
contained in this contract shall not be deemed to be a waiver of any of its rights or
obligations under this contract.
16.3 If any provision of this contract shall be invalid, void or illegal or unenforceable, the
validity, existence, legality and enforceability of the remaining provisions shall not be
affected.
16.4 The Customer will notify RoofBros Tile Recycling in writing of any change of
ownership of the Customer or its business, or of directorships in the case of a
corporate Customer, or of any other change whatsoever affecting these terms and
conditions within seven (7) days from the date of such a change.
16.5 The Customer indemnifies RoofBros Tile Recycling from and against any loss or
damage incurred by it as a result of the Customer’s failure to notify RoofBros Tile
Recycling of any change in ownership.
16.6 Any variation of the terms and conditions contained in this contract must be agreed to
in writing by RoofBros Tile Recycling for it to have any legal effect.
16.7 Electronic Signatures: Pursuant to section 9 of the Electronic Transactions Act 2000
(NSW), the parties to this Agreement consent to the use of electronic signatures as a
means of executing this Agreement and as defined in that Act.
16.8 Sending Material Electronically: Pursuant to Part 2 of the Electronic Transactions Act
2000 (NSW), the parties to this Agreement consent to both give and receive
information by electronic communication as defined in that Act. We are able to send
and receive documents electronically. However, as such transmission is not secure it
may be copied, recorded, read or interfered with by third parties while in transit. If you
ask us to transmit any document electronically (or you accept any document
electronically), you release us from any claim you may have as a result of any
unauthorised copying, recording, reading or interference with that document, for any
delay or non-delivery of any document and for any damage caused to your system or
any files.
16.9 All documentation between the parties including but not limited to this agreement,
quotations, tax invoices and price lists shall be confidential.