In the following 'you' or 'customer' means the individual, partnership, company, or corporation to whom good or services may be supplied. 'We' and 'us' mean No1 Roofing & Building Supplies Pty Ltd
ABN: 54 102 699 972
These items of sale apply to all purchases of goods and services from us. Additional terms of sale apply to specific classes of goods and services. These additional terms of sale may be attached to quotations, estimates, price lists and other documents and are also available on request.
By ordering goods and services from us, you agree that-
1. The price will be the price current at the time of delivery plus freight, handling, and GST, unless otherwise agreed in writing.
2. Authority to Order. The Customer acknowledges and agrees that any order for goods or services placed with the Supplier in the name of the Customer, whether by the Customer, its employees, contractors, agents, or representatives (whether current or former), shall be deemed to have been placed with the full authority of the Customer. The Customer agrees that any order, guarantee, authority, or agreement provided by way of electronic communication (including but not limited to email confirmation, electronic signatures such as DocuSign, or other digital approval systems) shall be binding on the Customer as if it had been signed in wet ink.
3. The Customer is liable for all amounts payable under such orders, and the Supplier is not required to enquire into the authority of any person placing an order on behalf of the Customer. It is the Customer’s responsibility to notify the Supplier in writing of any restrictions on the authority of its employees, contractors, or agents.
4. Record-Keeping. The Supplier’s records (including delivery dockets, email correspondence, telephone records, purchase order records, and system logs) shall be prima facie evidence of the Customer’s orders and obligations under these Terms. In the absence of manifest error, the Supplier’s invoices, statements of account, and other business records shall be conclusive evidence of the amounts owing by the Customer to the Supplier unless the Customer disputes such records in writing within 7 days of issue.
5. Delivery Acceptance Presumption. A signed delivery docket, electronic proof of delivery (POD), or other Supplier record of delivery shall be conclusive evidence of delivery and acceptance by the Customer unless the Customer notifies the Supplier in writing of any dispute within 7 days of delivery.
6. Electronic Communications. Orders communicated by any electronic means (including but not limited to SMS, messaging platforms, email, facsimile, online portal, or purchase order) shall be binding once accepted by the Supplier.
7. Ratification of Orders. Acceptance of goods or failure to object to an order within 7 days of delivery shall be deemed ratification of the order by the Customer, notwithstanding any internal lack of authority by the person placing the order.
8. Responsibility for Account Security. The Customer is solely responsible for maintaining the security of its account details, order processes, passwords, and internal authorisations. The Supplier shall not be liable for any unauthorised use of the Customer’s account, credentials, or facilities unless such use is caused solely by the Supplier’s negligence.
9. We may request to have goods used for transport or packaging returned to us. You agree to release these goods if
requested.
10. We own the goods until they are paid for. Goods supplied to you remain our property until we receive payment for all amounts you owe to us. If your account is in default, we have the right to enter your premises (or the premises of any associated company or agent) retake possession of the goods, without liability for trespass or damage. If you resell the goods, or if you sell products manufactured using the goods, then you must keep the proceeds of the sale in a separate, identifiable account.
11. Goods are at your risk from the moment of delivery or collection. We are not liable for any claim or loss arising from the loading, transportation, or unloading of goods that you collected.
12. Warranties and representation. Unless a specific warranty for goods is provided to you in writing, we warrant only that goods offered for sale will be generally similar to other goods of the same description displayed, advertised, or delivered on a different occasion. Nothing in these terms excludes any guarantees, conditions or warranties that cannot be excluded under the ACL.
13. To the fullest extent permitted by law, all terms, conditions, and warranties, statutory or otherwise, not expressly provided in these terms of sale, are excluded.
14. To the extent that any term, condition, or warranty not expressly provided in these terms of sale cannot be excluded due to the provisions of the Competition and Consumer Act 2010 or any other statue, and we breach such term, condition, or warranty, or you make a claim as provided below and we agree that the goods were damaged or defective at the time of delivery, our liability is limited to replacing the goods or crediting you with the purchase price of the goods at our option.
15. Delivery and Supply
(a) The Supplier will deliver the goods to the delivery address shown on the Customer’s order or as otherwise specified by the Customer.
(b) All delivery times are estimates only. The Supplier will not be liable for any costs, losses, or damages suffered by the Customer due to late or non-delivery.
(c) The Supplier may make partial deliveries and issue invoices for each part delivered, which must be paid in accordance with these Terms. Partial delivery does not entitle the Customer to cancel, repudiate, or withhold payment.
(d) Risk in the goods passes to the Customer immediately upon delivery or collection, whichever occurs first, regardless of whether the Customer or any representative is present to accept delivery.
(e) The Customer is responsible for providing safe, practical, and legal access to the delivery site, including council-approved crossings over kerbs and footpaths. If the carrier deems access unsafe or unreasonable, the Supplier may refuse delivery, return the goods to store, and charge the Customer for cartage and storage.
(f) The Customer is responsible for ensuring the accuracy of all orders. An order placed by telephone, email, facsimile, online portal, purchase order, or otherwise communicated to the Supplier shall be binding on the Customer once accepted by the Supplier, whether or not a written confirmation is issued.
(g) The Customer may not deny the existence or validity of an order on the basis that it was not authorised internally, not signed, or not placed in writing, provided the Supplier can produce evidence of the order having been received or acted upon in good faith.
(h) The Supplier may (but is not obliged to) require written confirmation, purchase orders, or other verification before processing any order. The Supplier shall not be liable for any delay arising from such verification requirements.
16. Site Access and Indemnity
(a) The Customer grants the Supplier and its carriers an irrevocable licence to enter the delivery site or the Customer’s premises (and any associated premises) to deliver goods, repossess goods subject to retention of title, or otherwise exercise the Supplier’s rights.
(b) The Customer indemnifies and holds harmless the Supplier, its employees, and contractors against all claims, demands, losses, damages, costs, and expenses (including legal costs on a solicitor–client basis) arising from:
(c) the entry of delivery vehicles onto the Customer’s site;
(d) unloading or delivery of the goods;
(e) unsafe, inadequate, or unlawful site access or conditions; or
(f) repossession of goods under these Terms.
(g) To the maximum extent permitted by law, the Supplier will not be liable for indirect, special, or consequential loss, including loss of profit, loss of opportunity, or delay-related costs, whether arising in contract, tort, or otherwise.
17. Force Majeure
The Supplier is not liable for any failure or delay in delivery or performance caused by circumstances beyond its reasonable control, including but not limited to fire, flood, earthquake, acts of God, industrial disputes, shortage of raw materials, pandemic, government restrictions, or transport delays. The Supplier may cancel or suspend any affected orders without liability, and the Customer must pay for all goods delivered up to that date.
18. Claims and Returns
(a) Claims for defective or incorrect goods will only be accepted if:
(i) the Customer notifies the Supplier by telephone within 48 hours of delivery, and confirms in writing within 7 days;
(ii) the alleged defect affects at least 5% by number of the goods delivered for slate, clay fired or concrete tile products (unless otherwise agreed);
(iii) the goods remain in their original stacks or packaging and are not used, resold, or altered; and
(iv) the Customer provides all evidence reasonably required by the Supplier, including photographs, batch details, and/or return of samples.
(b) The Supplier’s liability for accepted claims is strictly limited, at its option, to replacement of the goods or crediting the Customer with the purchase price of the goods.
(c) Lodging a claim does not entitle the Customer to withhold or delay payment of any other monies owed to the Supplier.
19. Storage and Waiting Time
(a) Goods left at the Supplier’s premises for more than 5 working days after the Customer has been notified of availability may incur storage fees. The Customer bears all risk of loss or damage to such goods.
(b) If the delivery vehicle is delayed at the Customer’s site for more than 1 hour for reasons outside the Supplier’s control, waiting time may be charged at the Supplier’s prevailing hourly rate (or part thereof), payable on invoice.
20. Right to Suspend or Terminate Supply If the Customer:
(a) defaults in payment of any monies due;
(b) breaches any of these Terms, including but not limited to a breach of Clause 9 (Change of Ownership or Control) or Clause 10 (Notification of Adverse Events);
(c) becomes insolvent or is presumed insolvent within the meaning of the Corporations Act 2001 (Cth);
(d) has an administrator, controller, receiver, liquidator, or trustee in bankruptcy appointed; or
(e) enters into or proposes any compromise, arrangement, or composition with creditors,
(f) then the Supplier may, without notice and without prejudice to any other rights, immediately:
(g) suspend further supply of goods or services;
(h) terminate any existing orders or agreements (in whole or in part); and
(i) apply any payments received from the Customer towards satisfaction of any part of the debt as the Supplier determines in its absolute discretion.
The Customer acknowledges that the Supplier shall not be liable for any loss or damage suffered by the Customer as a result of the Supplier exercising its rights under this clause.
21. Change of Ownership or Control. The Customer must provide the Supplier with at least 14 days’ prior written notice of any proposed change in ownership, directorship, shareholding, partnership, trustee arrangement, or control of the Customer. The Customer remains liable for all debts incurred by the Customer until such notice is received, and the Supplier provides written consent to continued supply. Failure to provide notice under this clause or Clause 22 (Notification of Adverse Events) constitutes a material breach of these Terms.
22. Notification of Adverse Events. The Customer must notify the Supplier in writing within 7 days of becoming aware of any of the following:
(a) any litigation, arbitration, or administrative proceedings threatened or commenced against the Customer that may reasonably affect its ability to meet its obligations;
(b) any actual or proposed appointment of an administrator, controller, receiver, liquidator, or trustee in bankruptcy in respect of the Customer or any of its assets;
(c) any compromise, scheme of arrangement, deed of company arrangement, or similar proposal with creditors;
(d) any change in the Customer’s financial position that may reasonably be expected to affect its ability to perform its obligations under these Terms; or
(e) any enforcement action taken or threatened by the Customer’s financiers or other creditors. Failure to provide notice under this clause or Clause 21 constitutes a material breach of these Terms.
23. Security. By accepting these terms of sale, you knowingly charge all real property in which you now or in future have any title or interest with the payment of all money which shall be owing by you to us from time to time and you now consent to the lodging by us of caveats which note our interest in that real property. The Applicant, as beneficial owner and (where applicable) as trustee, charges in favour of No.1 Roofing & Building Supplies Pty Ltd (“the Supplier”) all of the Applicant’s right, title and interest in any and all real property and other property in which the Applicant now has or may in the future acquire any interest (including any interest as trustee), as security for the due and punctual payment of all monies owing or that may become owing by the Applicant to the Supplier. This charge is intended to create an equitable mortgage and entitles the Supplier to lodge a caveat or, at the Supplier’s election, require the Applicant to execute a registrable mortgage over such property in a form reasonably required by the Supplier. The Applicant acknowledges that the Supplier may, in addition to lodging a caveat, register a security interest on the PPSR over all present and after-acquired property (ALLPAAP) and that this security is a continuing security which shall not be discharged by any payment, settlement or other arrangement until all obligations to the Supplier are fully satisfied. Where the Applicant enters into this agreement as trustee of a trust, the Applicant warrants that it enters into this agreement both in its personal capacity and in its capacity as trustee of that trust, that it has full authority and power under the trust deed to enter into this agreement, and that it has a right of indemnity out of the assets of the trust. The Applicant agrees that the Supplier’s rights under this agreement shall have priority over the rights of the beneficiaries of the trust.
24. No Set-off. The Customer and Guarantor acknowledge and agree that all monies payable to the Supplier shall be paid without deduction, set-off, counterclaim or abatement of any kind. Any alleged dispute or claim shall not entitle the Customer or Guarantor to withhold payment of monies due.
25. Storage of goods. Goods left at our premises for longer than 5 working days may be subject to storage fees. Furthermore, you indemnify us from any damage that may result to your goods due to your failure to collect and agree that you are liable to pay the full price for the goods regardless of condition
26. Consent to us to obtain a consumer credit report about the applicant under section 18K (l){b) Privacy Act and Commercial Credit information under section 18L(4) Privacy Act. Acknowledge that certain details about you as set out in section 18E (l) Privacy Act 1988 may be provided to credit reporting agencies at any time.
27. Defined terms in this clause have the same meaning as given to them in the PPSA.
The Supplier and the Applicant acknowledge that these Terms constitute a Security Agreement and gives rise to a purchase Money Security Interest (PMSI) in favor of the supplier over the goods supplied or to be supplied to the applicant as granter pursuant to these terms and that the goods supplied or to be supplied under these terms fall within the PPSA classification of "other Goods."
The Supplier and the Applicant acknowledge that the Supplier as secured party is entitled to register its security interest in the goods supplied or to be supplied to the applicant as grantor under these terms on the PPSR as collateral.
To the extent permissible at law, the Applicant:
(a) Waives its right to receive notification of or a copy of any verification Statement confirming registration of a Financing Statement or a Financing Charges Statement relating to a security interest granted by the Applicant, as Granter, to the Supplier.
(b) Agrees to indemnify the supplier on demand for all costs and expenses, including legal costs and expenses on solicitor / client basis. Associated with the (i) registration or amendment or discharge of any Financing Statement registered by or on behalf of the supplier, and (ii) enforcement of any Security Interest Granted to the Supplier by the Applicant.
(c) Agrees that nothing in sections 130 to 143 of the PPSA relating to enforcement by the Supplier of any Security Interest created or provided for herein will apply to these terms or the Security under the terms.
(d) Waives any rights it may have under sections 95,123,130,132(4), 135,142,143,129,132(3) (d), of the PPSA.
(e) Waives its rights to set off any amount owed by us to you, or that may become owing, against any amount of money owed by you to us, or that may become owing.
28. Trustee Warranty
Where the Customer or any Guarantor enters into this agreement as trustee of a trust (“Trustee”):
(a) the Trustee enters into this agreement both in its personal capacity and as trustee of the trust;
(b) the Trustee warrants that:
(i) it is the sole trustee of the trust and no action has been taken to remove or replace it;
(ii) it has full right, power, and authority under the trust deed and applicable law to enter into and perform its obligations under this agreement and to grant the securities, charges, and powers contained in it;
(iii) the trust deed permits and does not restrict or limit the Trustee from being indemnified out of the trust assets in respect of liabilities under this agreement; and
(iv) the rights of indemnity of the Trustee against the trust assets have not been excluded, modified, released, lost, or diminished in any way;
(c) the Trustee covenants that it will not, without the Supplier’s prior written consent:
(i) resign or be removed as trustee of the trust;
(ii) amend or vary the trust deed; or
(iii) permit any limitation on its right of indemnity from the trust assets; and
(d) the Trustee’s liability under this agreement is not limited to the assets of the trust and extends to the Trustee personally
Where the Applicant enters into this agreement as trustee of a trust, the Applicant warrants that it enters into this agreement both in its personal capacity and in its capacity as trustee of that trust, that it has full authority and power under the trust deed to enter into this agreement, and that it has a right of indemnity out of the assets of the trust. The Applicant agrees that the Supplier’s rights under this agreement shall have priority over the rights of the beneficiaries of the trust.