Terms & Conditions

1. DEFINITIONS

In these Terms & Conditions, unless the context otherwise indicates:

(a) “Business Day” means a day (not being a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne in the State of Victoria, Australia.

(b) “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended).

(c) “Intellectual Property” means statutory and other proprietary rights in relation to intellectual property including but not limited to copyright, inventions, patents, registered and unregistered trade marks, registered and unregistered designs, circuit layouts and rights to require information to be kept confidential, and all other rights as defined by Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967, and all rights to apply for any of the above.

(d) “Invoice” means the tax invoice(s) provided by First Choice Roofing Co to you in relation to the Goods and/or Services.

(e) “Good(s)” means the goods and/or materials supplied by First Choice Roofing Co to you and as described on the Quotations, Invoices or any other forms provided by First Choice Roofing Co to you, as amended from time to time.

(f) “Premises” means the premises advised by you to First Choice Roofing Co from time to time.

(g) “Price” means the price payable by you to First Choice Roofing Co for the Services and/or supply of the Goods in accordance with clause 4 of these Terms & Conditions.

(h) “Quotation” means any quotation for Goods and/or Services provided to you in writing by First Choice Roofing Co from time to time.

(i) “Services” means the service(s) to be provided to you by First Choice Roofing Co as described in the Quotations, Invoices, or any other forms provided by First Choice Roofing Co to you, as amended from time to time.

(j) “Terms & Conditions” means these Terms & Conditions.

(k) “you” and “your” means a person(s), business, company or entity (and including any person acting on behalf of you) who purchases Goods and/or Services from First Choice Roofing Co and includes such party’s successors, transferees and assignees.

2. INTERPRETATION

In these Terms & Conditions:

(a) headings are for convenience only and do not affect interpretation.

(b) words importing the singular includes the plural and vice versa and words importing a gender includes all genders.

(c) a reference to a statute includes all amendments to that statute.

(d) references to currency shall be construed as a references Australian currency (AUD) unless otherwise specified.

(e) a reference to a document or agreement includes it as amended, novated, supplemented, varied or replaced from time to time.

(f) if any day appointed or specified by these Terms & Conditions for the payment of any money falls on a non-Business Day, the day so appointed or specified shall be deemed to be the next Business Day.

3. QUOTATIONS

(a) All Quotations are provided by First Choice Roofing Co are free of charge and are valid for the period of time specified on the Quotation or if no date is written on the Quotation, thirty (30) days from the date of issue (“Validity Date”). Notwithstanding the foregoing, First Choice Roofing Co may withdraw a Quotation by notice in writing to you. Quotations that are not accepted by the Validity Date may be subject to amendment and process may be subject to change without notice, at the discretion of First Choice Roofing Co.

(b) In the event that you accept any Quotation (“Accepted Quotation”), you agree and acknowledge that you are liable for all costs indicated in the Quotation. Any additional Services performed by First Choice Roofing Co and/or additional Goods provided by First Choice Roofing Co to you, which are not expressly provided for in the Accepted Quotation, will be charged to you at the price/rate as advised by First Choice Roofing Co and any and all third party costs will be invoiced to you separately, unless provided for in the Quotation.

(c) First Choice Roofing Co reserves the right to change the prices contained in a Quotation in the event that your order is varied or the measurement or specification for the Goods and/or Services changes following inspection of the Premises by First Choice Roofing Co.

(d) In the event that First Choice Roofing Co is required to work outside normal business hours, you agree to, and acknowledge that you may incur additional charges as advised by First Choice Roofing Co.

(e) In the event that unforeseen problems are encountered by First Choice Roofing Co in supplying the Goods and/or Services or the delivery of the Goods takes longer than anticipated or involves additional or more expensive materials or equipment than envisaged in the Quotation, then First Choice Roofing Co reserves the right to cancel the sale to you by notice in writing to you without liability.

(f) Any requests made by you to amend or vary an Accepted Quotation must be in writing and is subject to First Choice Roofing Co’s approval, which may be withheld in its discretion.

(g) First Choice Roofing Co will not be required to meet any Accepted Quotation where there are debts outstanding and due and payable by you to First Choice Roofing Co.

(h) First Choice Roofing Co will not be liable to you for any failure or refusal to accept or fill any Quotations, Accepted Quotation or any portion thereof nor will First Choice Roofing Co be liable for any loss or damage arising from such failure including any failure to fulfil any Quotation and/or Accepted Quotation for any reason beyond its control.

(i) All Quotations provided by First Choice Roofing Co are priced in Australian Dollars, unless otherwise specified.

(j) You agree and acknowledge that:

a. these Terms & Conditions are in full force and effect and are incorporated into every Quotation.

b. by placing an order or accepting a Quotation for Goods and/or Services you shall be deemed to be

representing to First Choice Roofing Co that you are solvent and able to pay all of your debts as and when they fall due.

c. First Choice Roofing Co shall use its best endeavours to ensure that the Goods are available and that the Goods and/or Services are provided to you within the time frame quoted, but shall not be liable for any loss or damage caused by any delay.

d. except if expressly agreed in writing by First Choice Roofing Co, you shall not be entitled to reject the Goods and/or Services due to any delay.

e. under no circumstances will the Goods be released to you unless the Goods have been paid for in full.

4. INVOICES & PAYMENT

(a) First Choice Roofing Co will issue you an Invoice for all Services and/or Goods provided by First Choice Roofing Co to you.

(b) In the event that First Choice Roofing Co has to undertake additional Services and/or provide additional Goods (including as outlined in clause 3(b), 3(d) or 3(e) above), you will be issued a further Invoice in relation to the additional Services and/or additional Goods that have been provided.

(c) The Price plus GST for the Services and/or Goods shall be the price specified in the Invoice(s) or other forms provided by First Choice Roofing Co to you.

(d) You must pay each Invoice issued to you by First Choice Roofing Co:

(i) on the date of completion of the Services and provision of the Goods pursuant to the Accepted Quotation; or

(ii) By the date specified in the Invoice provided by First Choice Roofing Co to you or if no such date is specified, within 1 day from the date of issue, unless otherwise agreed in writing between the parties (“Payment Date”).

(e) You must pay a deposit on the Price or as provided for in the Accepted Quotation by a date determined by First Choice Roofing Co. You acknowledge and agree that until the deposit is received by First Choice Roofing Co, First Choice Roofing Co will not commence ordering or supplying the Goods or providing the Services set out in the Accepted Quotation.

(f) In the event of non-payment by you for any or all of the Services and/or Goods provided within the payment terms specified, you undertake and agree that you will be liable for all reasonable costs that may be incurred by First Choice Roofing Co as a result of your failure to pay Invoice(s) by the Payment Date. First Choice Roofing Co may also charge interest on outstanding amounts, at its discretion, at the interest rate specified under the Penalty Interest Rates Act 1983 (Vic).

(g) If you default in payment of any account on the due date First Choice Roofing Co may in its sole discretion cease to supply Goods and/or Services to you and terminate any outstanding orders by notice in writing to you without liability.

(h) You must pay all money due to First Choice Roofing Co without deduction or set off and must not withhold any payment on the grounds of alleged non-performance by First Choice Roofing Co of its obligations or for any other reason.

(i) If First Choice Roofing Co is liable to pay GST on the supply of any Services and/or Goods, you must pay to First Choice Roofing Co the amount equivalent to the GST liability of First Choice Roofing Co at the same time as the Price is paid for the Services and/or Goods (unless the Price for the supply is expressed specifically to be GST inclusive).

(j) You must pay any applicable payment processing fee (such as a credit card fee, bank fees and/or handling fees) on the purchase of any Services and/or Goods at the same time as the Price plus GST is due to be paid for the Services and/or Goods.

(k) Acceptance by First Choice Roofing Co of payment of a sum less than the full sum due to First Choice Roofing Co will not be an acknowledgement of payment in full and will not prejudice First Choice Roofing Co’s rights to recover the balance due or to pursue any other remedy in respect of any unpaid money.

(l) Receipt by First Choice Roofing Co of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

(m) All payment of the Price and other fees must be in the currency specified on the Invoice and if no currency is specified on the Invoice in Australian dollars (AUD), unless otherwise agreed to by First Choice Roofing Co and all such costs of conversion will be borne by you.

5. DELIVERY OF GOODS

(a) Following full payment of the Price plus GST or the deposit, at First Choice Roofing Co’s sole discretion, delivery of Goods ordered shall take place:

(i) in the event the Goods are collected from First Choice Roofing Co by you or your nominated carrier (which carrier shall be deemed to be the your agent), when the Goods are given to you or the nominated carrier by First Choice Roofing Co.

(ii) in the event the Goods are delivered by First Choice Roofing Co or First Choice Roofing Co’s nominated carrier, when the Goods are delivered to your nominated
address for delivery.

(b) If Goods are to be delivered to you, any period or date for delivery stated by First Choice Roofing Co in intended as an estimate only and is not a contractual commitment. First Choice Roofing Co will use its best endeavours to meet any estimated date by First Choice Roofing Co will not be liable for any loss or damage suffered by you or any other person or third party for failure to meet an estimated date for delivery.

(c) Delivery of the Goods to a third party nominated by you is deemed to be delivery to you. If a third party carrier damages the Goods in transit, you are still required to pay the Price plus GST for the Goods in accordance with clause 4 and all amounts owing to First Choice Roofing Co or the particular Goods and/or Services.

(d) You must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that you are unable to take delivery of the Goods as arranged then First Choice Roofing Co
shall be entitled to charge a reasonable fee for redelivery and/or storage.

(e) If the you request First Choice Roofing Co leave Goods outside First Choice Roofing Co premises for collection or to deliver the Goods to an unattended location or left outside the premises then such Goods shall be left at your risk, and it shall be your responsibility to ensure the Goods are insured.

(f) Unless otherwise specified in writing in an Invoice, or other form, the costs of delivery including all duties, taxes, freight and insurance in transit of the Goods is your responsibility and shall be in addition to the Price and you shall be responsible for these costs.

(g) You shall make all arrangements necessary to take delivery of the Goods, including but not limited to payment of any duties, taxes, freight and customs clearance fees charged by the nominated carrier. In the event that you are unable to take delivery of the Goods as arranged, then First Choice Roofing Co shall be entitled to charge a fee for redelivery.

(h) You acknowledge and agree that you may receive the Goods in partial fulfilment of an Accepted Quotation or such other order made with First Choice Roofing Co and shall not refuse to accept Delivery on this basis.

(i) The failure of First Choice Roofing Co to deliver the Goods shall not entitle you to treat these Terms & Conditions as repudiated.

6. SERVICES

(a) You agree to:

(i) provide a clean and safe work area at the Premises to enable the Services to be completed by First Choice Roofing Co in a safe manner.

(ii) disclose in writing to First Choice Roofing Co at least two (2) days before the Services commence at the Premises of any breaks, hazards or issues in or surrounding the work area that may affect the Services.

(iii) comply with all reasonable directions and instructions of First Choice Roofing Co in relation to or in connection with the provision of the Services.

(b) If the Premises is not a clean or safe work area at the agreed date and time of the commencement of the Services or if the Services are interrupted by a failure of you to make the Premises available at the agreed date or time, First Choice Roofing Co reserves the right to charge you any additional costs for travel and time expenses incurred at the price/rate as advised by First Choice Roofing Co and any and all third party costs will be invoiced to you separately, unless provided for in the Quotation.

7. RETENTION OF TITLE AND RISK

(a) Ownership of the Goods shall not pass to you unless or until you have paid First Choice Roofing Co the Price plus GST and all other amounts owing to First Choice Roofing Co for the particular Goods and/or Services including delivery fees, any applicable payment processing fees and all other associated costs. Until such time the Goods shall remain the sole and absolute property of First Choice Roofing Co as legal and beneficial owner and First Choice Roofing Co shall have the right to use and sell the Good for the purpose of recovering the amount owing.

(b) All risk for the Goods and all insurance responsibilities for theft, damage or otherwise in respect of the Goods passes to you on delivery pursuant to clause 5 irrespective of whether ownership in the Goods has passed to you.

(c) Until First Choice Roofing Co has received payment for the Price plus GST and all amounts owing to First Choice Roofing Co for the particular Goods and/or Services where applicable in full:

(i) First Choice Roofing Co shall have the right of stopping the Goods in transit whether or not delivery has been made.

(ii) where practicable, you must ensure that the Goods are kept separate and identifiable.

(iii)you must not charge the Goods in any way or grant or give any interest in the Goods.

(iv) First Choice Roofing Co may give you notice in writing requiring you to return the Goods or any of them to First Choice Roofing Co, and if you fail to return the Goods within a reasonable time then First Choice Roofing Co or First Choice Roofing Co’s agent may enter upon and into land and premises where the Goods are situated to take possession and remove the Goods and First Choice Roofing Co shall not be liable for any damage, injury or loss however caused resulting from the recovery of the Goods.

(v) you are only a bailee of the Goods and you shall hold any proceeds from the sale or disposal of the Goods on trust for First Choice Roofing Co, either in a separate account or clearly identified in the your books and records as being so held for First Choice Roofing Co.

(vi) if the Goods are converted into other Goods First Choice Roofing Co will be the owner of the end goods.

(vii) First Choice Roofing Co can issue proceedings to recover the Price of the Goods sold and all amounts owing to First Choice Roofing Co for the particular Goods notwithstanding that ownership of the Goods may not have passed to you.

(viii) without prejudice to the rights of First Choice Roofing Co at common law, First Choice Roofing Co shall have a lien on the Goods and any documents relating thereto. The lien secures all sums payable to the First Choice Roofing Co by you in so far as permitted by law.

(d) You acknowledge that First Choice Roofing Co will not accept responsibility for damage to Goods after delivery.

(e) First Choice Roofing Co does not accept responsibility for any loss or other detriment arising by reason of any theft, loss or damage to, or otherwise concerning, any property belonging to you.

(f) If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to you, First Choice Roofing Co is entitled to receive all insurance proceeds payable for the Goods. The production of these Terms & Conditions by First Choice Roofing Co is sufficient evidence of First Choice Roofing Co‘s rights to receive the insurance proceeds without the need for any person dealing with First Choice Roofing Co to make further enquiries.

8. SECURITY INTEREST

(a) In this clause, security agreement and security interest has the meaning given to it by the Personal Property Securities Act 2009 (Cth) (“PPSA”) and these Terms & Conditions constitute a security agreement for the purposes of the PPSA and regulations made under the PPSA and that a security interest exists in all Goods (and their proceeds) that are supplied by First Choice Roofing Co to you and in all future Goods supplied (and their proceeds).

(b) Where the Goods and/or Services are supplied by First Choice Roofing Co to you prior to payment in full of the Price, you acknowledge and agree that:

(i) you grant a security interest to First Choice Roofing Co in relation to the Goods supplied to you and all of its present and after acquired property in accordance with the PPSA.

(ii) First Choice Roofing Co will have a Purchase Money Security Interest (as defined in the PPSA) in any Goods supplied to you under these Terms & Conditions or any related order or contract. First Choice Roofing Co may register any security interest contemplated by these Terms & Conditions and/or any related order or contract on the PPS Register (as defined in the PPSA). You agree to supply First Choice Roofing Co with any information, provide First Choice Roofing Co with all necessary assistance and take any steps First Choice Roofing Co requires for the purposes of perfecting and enforcing such registration.

(iii) you will not allow a security interest to be created or registered over the Goods supplied in priority to the security interest held by First Choice Roofing Co. You shall not register or permit to be registered a financing statement or a financing change statement in relation to the Goods supplied in favour of a third party without the prior written consent of First Choice Roofing Co.

(iv) First Choice Roofing Co is entitled to and may register its security interest over the Goods supplied to you, and all of your present and after acquired property on the Personal Property Securities register established under the PPSA and regulations made under the PPSA.

(v) First Choice Roofing Co may, at your expense, apply for any registration, or give notification, in connection with this security interest, including registration under the PPSA for whatever collateral class First Choice Roofing Co thinks fit.

(vi) at First Choice Roofing Co’s request, you must, at your cost, do anything considered by First Choice Roofing Co in its absolute discretion to be necessary for the purposes of ensuring that First Choice Roofing Co’s security interest is able to be registered on the Personal Property Securities Register and is enforceable, perfected and effective and able to be registered so that the security interest has the priority required by First Choice Roofing Co.

(vii) First Choice Roofing Co is not required to give you any notice under the PPSA (including a notice of a verification statement) unless the notice is required by the PPSA and cannot be excluded and accordingly, you waive its right to receive such notices under the PPSA.

(c) First Choice Roofing Co reserves the right to take possession and dispose of Goods as it sees fit at any time until full payment, and to that end you grant First Choice Roofing Co and its agents permission to enter any property where you keep the Goods provided by First Choice Roofing Co.

(d) The parties agree that where First Choice Roofing Co has rights in addition to those under Chapter 4 of the PPSA, those rights will continue to apply. You contract out of and waive your rights to receive notices under the following provisions of the PPSA: sections 95, 120, 121(4), 123, 125, 129, 130, 134 and 135(2). You contract out of and waive your right to receive a statement of account under section 132. You waive your rights as a grantor and/or a debtor to redeem the Goods under section 142 of the PPSA or reinstate the collateral under section 143 of the PPSA, and to the extent permitted by lawwaives its right to receive a notice of any verification statement under section 157 of the PPSA.

9. RETURNS, DEFECTS & WARRANTY

(a) You acknowledge and agree that:

(i) all descriptions of the Goods are to the best of First Choice Roofing Co’s knowledge and experience.

(ii) the Goods may be a natural product and therefore variations of colour, shade, markings, texture and inherent quality within the Goods are normal.

(iii) any samples provided by First Choice Roofing Co are indicative only of the Goods characteristics, colour, shade, markings, texture and inherent quality.

(iv) Goods that are a natural product as susceptible to exposure to elements such as rain, water, sun temperature, humidity and moisture may damage the Goods and/or cause size variations in the Goods.

(b) You are responsible for the maintenance of the Goods.

(c) If you believe that any Goods delivered is defective at the date of delivery or that the Goods delivered do not correspond with your order, you must notify First Choice Roofing Co within two (2) days of delivery pursuant to clause 5(a).

(d) Subject to clause 9(f) and unless otherwise required by law, for Goods which First Choice Roofing Co has agreed in writing are defective or were delivered in error, at First Choice Roofing Co’s discretion it may replace the Goods, repair the Goods, or refund the Price of the Goods.

(e) You must afford First Choice Roofing Co an opportunity to inspect the Goods within a reasonable time upon request to confirm the defect or error raised by you.

(f) Clause 9(d) shall not cover any defect or damage which may be caused or partly clause by or through:

(i) failure on the part of you to deal with any Goods.

(ii) failure on the part of you to follow any instructions or guidelines provided by First Choice Roofing Co.

(iii) a use of the Goods in a manner inconsistent with any normal uses or uses specified in the Invoice or other form for the Goods.

(iv) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonable user.

(v) fair wear and tear.

(vi) a breach of by you of these Terms & Conditions.

10. TERMINATION / CANCELLATION

(a) First Choice Roofing Co may reject or cancel any Accepted Quotation and/or any order for the supply of Services and/or Goods within 90 days of the date of any Quotation and in such a case First Choice Roofing Co shall:

(i) repay to you any sums paid in respect of the Price for Goods not delivered and/or Services not supplied to you.

(ii) not be liable to you for any loss or damage howsoever arising from such rejection, cancellation or termination.

(b) Subject to clause 10(c), you may cancel an Accepted Quotation for the supply of Goods and/or Services by providing First Choice Roofing Co with at least 1 Business Days’ notice in writing and in such a case:

(i) First Choice Roofing Co may retain any deposit paid by you in respect of the Goods and/or Services.

(ii) First Choice Roofing Co will issue an Invoice for all work completed up to the date of cancellation, rejection or termination, and payment of this Invoice is required by you in accordance with clause 4.

(iii) you shall be liable to First Choice Roofing Co for any additional losses incurred by First Choice Roofing Co as a result of the cancellation or termination (including, but not limited to, delivery costs, storage costs and any loss of profits).

(c) You agrees and acknowledges that it cannot cancel an Accepted Quotation for the supply of Goods and/or Services for any custom cut, custom processed or custom acquired Goods.

(a) First Choice Roofing Co may by notice in writing to you terminate any agreement with you so far as unperformed by First Choice Roofing Co.

(i) you commit any breach of any of these Terms & Conditions or any other agreement with First Choice Roofing Co (and if capable of remedy) such default continues for more than ten (10) Business Days after notice from First Choice Roofing Co to remedy same.

(ii) you fail to pay the Price plus GST or other monies payable on the due date for payment and such failure continues for more than 7 days.

(iii) you compound with or negotiate for any composition with its creditors generally.

(iv) being an individual you die, become permanently incapacitated, or have a trustee appointed or a receiving order made against you or commits any act of insolvency.

(v) a bankruptcy petition or winding up application as the case may be in respect of you (whether voluntary or otherwise) is presented to Court.

(vi) being a body corporate or legal person, you call any meeting of its creditors or has a liquidator, provisional liquidator, official manager, mortgagee, mortgagee’s agent, receiver or administrator of all or any of its assets appointed or enters into any liquidation (other than solely for reconstruction or amalgamation while solvent) or commits any other act of insolvency.

(vii) the financial position of you, or some other fact or circumstance, leads First Choice Roofing Co to believe on reasonable grounds that you are likely to materially fail to complete its obligations under any agreement with First Choice Roofing Co, and in the event of such termination:

(viii) First Choice Roofing Co will be entitled by notice in writing to you to declare immediately due and payable any amounts outstanding from you to First Choice Roofing Co under these Terms & Conditions or any other agreement (such sums thereby becoming forthwith due and payable).

(ix) any termination will be without liability on the part of First Choice Roofing Co or any and all direct or indirect loss or damage thereby caused to you.

11. INTELLECTUAL PROPERTY

You acknowledge that all Intellectual Property in respect of the Goods and/or Services and all Intellectual Property created, conceived, developed or reduced to practice in the supply of the Goods and/or Services (“Developed IP“) remains the sole property of First Choice Roofing Co. You acknowledge that you acquire no right, title or interest in or to First Choice Roofing Co’s Intellectual Property or the Developed IP, unless otherwise determined by First Choice Roofing Co, at its discretion, and you assign any and all copyright and intellectual property rights, if any, in any Developed IP to First Choice Roofing Co and shall take all actions reasonably required by First Choice Roofing Co affect this.

12. ACKNOWLEDGMENTS

(a) You and each of your employees, agents, directors, officers and contractors (“Representatives”) acknowledge and agree that:

(i) no other term, condition, agreement, warranty, representation or understanding (whether express or implied) in any way binding upon First Choice Roofing Co, other than these Terms & Conditions, is made or given by or on behalf of First Choice Roofing Co.

(ii) you are solely responsible for making an assessment that any Goods and/or Services is reasonably fit for your intended purpose and required use, and such purpose or required use is in accordance with all applicable law.

(iii) you and your Representatives have not relied on any representations or statements by First Choice Roofing Co in considering whether the Goods and/or Services are suitable or fit for purpose.

(iv) you have had adequate opportunity to consider whether is fit or suitable for your intended use.

11. LIMITATION OF LIABILITY

(b) You indemnify First Choice Roofing Co and each of its employees, agents, directors, officers and contractors (“Representatives”) from and against any claim ,cost, demand, liability or damage (including legal costs, professional costs and other expenses on a full indemnity basis) incurred by First Choice Roofing Co and/or its Representatives arising out of or in connection with:

(i) any breach of these Terms & Conditions by you or your employees, agents, sub contractors, directors and officers (“Personnel”).

(ii) the infringement of any intellectual property or other right of First Choice Roofing Co or any third party by you.

(iii) any willful misconduct, unlawful, negligent or reckless act or omission of you or your Personnel, further your release First Choice Roofing Co and its Representatives from any claims or demands arising out of or in connection with any of the aforementioned matters.

(c) Certain legislation, including the Australian Consumer Law as contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) may imply warranties or conditions or impose obligations upon First Choice Roofing Co which cannot be excluded, restricted or modified, and if such legislation applies, then to the extent to which First Choice Roofing Co is entitled to do so by law, First Choice Roofing Co limits its liability in respect of any claim under such legislation, including the Australian Consumer Law to:

(i) in the case of goods, at First Choice Roofing Co’s option: A. the replacement of the goods or the supply of equivalent goods.

B. the repair of the goods;

C. the payment of the cost of replacing the goods or of acquiring equivalent goods.

D. the payment of the cost of having the goods repaired.

(ii) in the case of services, at First Choice Roofing Co’s option:
A. the supplying of the services again.

B. the payment of the cost of having the services supplied again.

(d) To the full extent permitted by law, First Choice Roofing Co’s maximum aggregate liability under these Terms & Conditions shall in no circumstances exceed the Price paid for the Goods and/ or Services by you and received by First Choice Roofing Co.

(e) To the full extent permitted by law, First Choice Roofing Co shall not be liable under these Terms & Conditions for any of your or other third party’s loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind caused or arising as a result of a breach of these Terms & Conditions by First Choice Roofing Co or in connection with or in relation to these Terms & Conditions, whether or not such loss or damage is foreseeable, foreseen or known and whether or not First Choice Roofing Co has been advised of or is aware that such damages may be incurred.

12. NOTICE

(a) Any notice required or authorised to be given or served upon a party pursuant to these Terms & Conditions, such notices are only valid if in writing, in English and addressed to the parties at the address notified by each party and be deemed to be given and served:

(i) where delivered by hand or by courier, at the time of delivery.

(ii) where sent by ordinary mail within Australia, seven (7) days after the time of posting.

(iii) where sent by ordinary mail from Australian to an international address and vice versa, fourteen (14) days after the time of posting.

(iv) where sent by email, the recipient’s email server receives the email without the sender receiving an error or “out of office” report, but if delivery or is later than 5:00 pm (local time) on a Business Day, the notice is deemed to have been given and served on the next Business Day.

13. GENERAL

(a) These Terms & Conditions (together with the Quotation and Invoice or other forms or documents provided by First Choice Roofing Co to you) form the entire agreement between First Choice Roofing Co and you in relation to the subject matter.

(b) These Terms & Conditions supersede all prior understandings, arrangements, agreements or representations in relation to the subject matter.

(c) First Choice Roofing Co reserves the right to amend these Terms & Conditions from time to time at its discretion.

(d) You shall sign and, execute all such further documents and do all such acts, matters and things as shall be necessary or desirable to give full effect to these Terms & Conditions.

(e) You shall not assign or purport to assign any right under without the prior written consent of First Choice Roofing Co. First Choice Roofing Co may assign any right under these Terms & Conditions or any right under these Terms & Conditions without your prior consent.

(f) The waiver by any party of a breach of a provision of these Terms & Conditions will not be deemed a waiver of all or part of that provision or of any other provision or of the right of that party to avail itself of its rights subsequently and any waiver of a breach of these Terms & Conditions must be in writing signed by the party granting the waiver, and will be effective only to the extent specifically set out in that waiver.

(g) The parties agree and acknowledge that each provision is and will be deemed severable and independent and if all or any part of any provision is judged invalid or unenforceable in all the circumstances, it will be deemed to be deleted and will not affect the validity or enforceability of the remaining provisions.

(h) First Choice Roofing Co shall not be liable for any default of these Terms & Conditions or the failure to provide any Services or Goods due to any event of force majeure including but not limited to war, terrorism, strike, lockout, industrial action, fire, flood, drought, storm, pandemic or other event beyond its reasonable control (“Force Majeure Event”). First Choice Roofing Co shall have the right to terminate these Terms & Conditions by notice in writing to you in the event that the Force Majeure Event continues for thirty (30) days.

(i) The parties agree and acknowledge that these Terms & Conditions are governed by and to be construed in accordance with the laws of the State of Victoria, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of Victoria, Australia, and Courts entitled to hear appeals from these Courts.