Terms & Condition of Trade

/Terms & Conditions
Terms & Conditions 2018-02-05T16:36:41+00:00
  1. Definitions
    1.1 “ARC Metal Roofing” means ARC Metal Roofing.
    1.2 “Client” means the person named in the Proposal.
    1.3 “GST” means goods and services tax.
    1.4 “Materials”, “Works” or both means all works and/or materials agreed to be supplied by ARC Metal Roofing as set out in the Proposal.
    1.5 “Price” means the price payable for the Works and/or Materials.
    1.6 “Proposal” means ARC Metal Roofing’s proposal, quote, order or other similar document which sets out details of the Works and/or Materials and provided with or attached to these terms and conditions.
  2. Acceptance
    2.1 The Client may accept the Proposal and these terms and conditions (which is located at ARC Metal Roofing’s website at (www.arcmetalroofing.com.au) verbally or in writing, or by conduct by continuing to deal with us for us to provide the Materials and/or Works on the basis of the Proposal. For avoidance of doubt, it is not necessary for the contract to be signed unless ARC Metal Roofing insists on it. You are bound by these terms if you continue to act in a way that is consistent with the arrangement and discussions you have had with us in relation to the Proposal and we have incurred time and expense in procuring Materials or commenced any part of the Works for you in accordance with the Proposal as discussed and approved by you.
    2.2 The Client is responsible for selecting the Materials the Client wishes to be supplied with by ARC Metal Roofing. If the Client has any specific concerns about how the Materials fade, deteriorate, weather or age, the Client must not accept the Proposal without bringing their concerns to ARC Metal Roofing. Otherwise the Client takes on the risk of selecting Materials on an uninformed basis for which ARC Metal Roofing has no liability whatsoever.
  3. Cancellations and variations
    3.1 The Client may not cancel or vary any Works and/or Materials once the Client has confirmed acceptance of the Proposal except in accordance with ARC Metal Roofing’s consent in writing. ARC Metal Roofing reserves the right to charge for any loss or damage (whether direct or indirect) suffered or incurred by ARC Metal Roofing as a result of or in connection with the cancellation including but not limited to the loss of profits.
    3.2 Subject to clause 15, ARC Metal Roofing may cancel any contract to which these terms and conditions apply or cancel delivery of Works and/or Materials at any time before the Works are commenced by giving written notice to the Client. On giving such notice ARC Metal Roofing will (if applicable) repay to the Client any moneys paid by the Client, less any amount owing by the Client to ARC Metal Roofing for Works already performed. ARC Metal Roofing will not be liable for any loss or damage whatsoever arising from such cancellation.
    3.3 These terms and conditions will prevail to the extent of any inconsistency with any other document or agreement between the Client and ARC Metal Roofing in relation to the Works.
  4. Price and Payment
    4.1 Prices in the Proposal are based on rates and costs as at the date of the Proposal and for a period of fourteen (14) days after.
    4.2 ARC Metal Roofing reserves the right to increase the Price and the Client must pay the increases to the Price as notified by ARC Metal Roofing:
    (a) if a variation to the Materials is requested or required by the Client
    (b) if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested by the Client
    (c) where additional works or alterations are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to termite damage, rotten timber, mould, asbestos, re-framing of the roof members, structural works being required, hidden pipes and the like) which are only discovered after commencement of the Works or non-standard construction or the existence of any sub-standard timber or other materials
    (d) in the event of increases to the cost of labour, materials and/or overheads which are beyond ARC Metal Roofing’s control (including, but not limited to, inclement or extreme weather conditions or project delays relating to the acts or omissions of the Client’s employees, agents or contractors)
    (e) where ARC Metal Roofing is requested by the Client to perform any of the Works outside ARC Metal Roofing’s normal working hours or at times when ARC Metal Roofing must pay labour rates in excess of ordinary time rates or ARC Metal Roofing’s standard rate of remuneration or reimbursement to ARC Metal Roofing’s employees or contractors.
    4.3 At ARC Metal Roofing’s sole discretion a non-refundable deposit of up to twenty percent (20%) may be required, which must be paid at least fourteen (14) days prior to the commencement of any Works on site.
    4.4 No allowance has been made in the Price for the deduction of retentions. In the event that retentions are made, ARC Metal Roofing reserves the right to treat all retentions as placing the Client’s account into default.
    4.5 Time for payment for the Works is of the essence and must be strictly made in accordance with the due dates given in the Proposal.
    4.6 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking or by any other method as agreed in writing between the Client and ARC Metal Roofing.
    4.7 Unless otherwise stated, the Price does not include GST. In addition to the Price the Client must pay to ARC Metal Roofing an amount equal to any GST payable by ARC Metal Roofing in relation to the supply of the Works and/or Materials. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
  5. Reliance on information
    5.1 The Client acknowledges that ARC Metal Roofing relies on information and documents provided by the Client and the Client’s employees, contractors, agents and advisers being accurate and complete as the basis for its preparation of the Proposal and the making of any recommendations for the Materials or the Works.
    5.2 The Client must not rely on any statements or representations made by ARC Metal Roofing’s officers, employees, agents or contractors in relation to the Materials or the Works unless it has been provided to the Client in the form of a written report which ARC Metal Roofing has agreed for the Client to rely on for a specific purpose, which can be provided at additional cost.
  6. Delivery
    6.1 Upon acceptance of the Proposal the Client may within five (5) business days submit to ARC Metal Roofing a proposed work schedule for the execution of the Works. If ARC Metal Roofing agrees to the work schedule, it will form part of the contract and will not be varied except in accordance with clause . If a work schedule is not submitted, ARC Metal Roofing will complete the Works within a time which is reasonable in all circumstances.
    6.2 It is the Client’s responsibility to make the site available and ready for commencement of the Works and give access to ARC Metal Roofing on the agreed date and time. If installation is interrupted by the failure of the Client to adhere to the installation schedule as agreed between ARC Metal Roofing and the Client in the Proposal, the Client must pay any additional costs as an extra cost to the Price.
    6.3 Subject to clauses ,  and , it is ARC Metal Roofing’s responsibility to ensure that the Works start as soon as it is reasonably possible.
    6.4 The Works commencement date will be delayed and/or the completion date extended by whatever time is reasonable in the event that ARC Metal Roofing gives the Client written notice that completion is likely to be delayed by reason of an event beyond ARC Metal Roofing’s control, including but not limited to:
    (a) any failure by the Client to:
    (i) adhere to the agreed work schedule. In which case:
    the Client is not entitled to delay making payment of any claim for payment made by ARC Metal Roofing for any Materials provided, or Works performed, up to the date of the claim by ARC Metal Roofing, and
    ARC Metal Roofing may charge the Client and the Client must pay any additional costs in material, labour and overheads incurred by ARC Metal Roofing as a result of the delay together with a reasonable allowance for profit margins
    (ii) make a selection of the Materials within the time frame requested by ARC Metal Roofing
    (iii) have the site ready for the Works, or
    (iv) notify ARC Metal Roofing that the site is ready,
    (b) any event or circumstance outlined in clause .
    6.5 The Client must take delivery, by receipt or collection, of the Materials whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Materials, then ARC Metal Roofing may charge a reasonable fee for re-delivery and/or storage calculated at the rate of one and a half (1.5%) per month of the value of the Materials, which the parties agree is a reasonable estimate of the cost to ARC Metal Roofing.
    6.6 ARC Metal Roofing may deliver the Works by separate instalments as set out in the Proposal. Each separate instalment will be:
    (a) handed over to the Client (or the Client’s representative) on site, and Client (or the Client’s representative) will accept such handover and agree that such instalment thereafter will be at the Client’s risk (as per clause ) and be deemed to be practically complete, and
    (b) the Client must pay for the instalment as invoiced by ARC Metal Roofing.
    6.7 If the Client requests that ARC Metal Roofing cease or defer any Works prior to completion (including any instalment of the Works), then ARC Metal Roofing will immediately stop the Works and handover the relevant instalment of the Works to the Client (or the Client’s representative) on site as per clause  and the Client must pay for the part completion of the instalment as invoiced by ARC Metal Roofing.
    6.8 Time for completion of the Works is not of the essence. Any time or date given by ARC Metal Roofing to the Client is an estimate only. ARC Metal Roofing will not be liable for any loss or damage whatsoever due to failure by ARC Metal Roofing to deliver the Works (or any part of them) promptly or at all, where failure arises out of or in connection with circumstances beyond the reasonable control of ARC Metal Roofing or due to the act or omission of the Client.
  7. Surplus Materials
    Unless otherwise agreed in writing by the parties the Client acknowledges that Materials that ARC Metal Roofing brings to the site which are surplus to the Works remain the property of ARC Metal Roofing which will be removed by ARC Metal Roofing. The Client is otherwise responsible for the removal of all debris on the site including demolished roof materials.
  8. Risk
    8.1 Where ARC Metal Roofing is supplying only Materials, all risk in the Materials will pass to the Client immediately on delivery. Delivery of the Materials is deemed to have taken place at the earlier of the date:
    (a) the Client or the Client’s nominated carrier taking possession of the Materials from the address nominated by ARC Metal Roofing, or
    (b) ARC Metal Roofing or ARC Metal Roofing’s nominated carrier delivering the Materials to the Client’s nominated delivery address (whether or not the Client is present at the address) including where the Client requests ARC Metal Roofing to leave the Materials outside of ARC Metal Roofing’s premises in which case delivery is deemed to have taken place by leaving it outside ARC Metal Roofing’s premises.
    8.2 Subject to clause , where ARC Metal Roofing is to supplying both Materials and services in relation to the Materials, then all risk in the Materials and Works will pass to the Client on completion of the Works and ARC Metal Roofing will maintain a contract works insurance policy until the Works are completed. Upon completion of the Works all risk in the Works (including Materials) will pass to the Client.
    8.3 ARC Metal Roofing may provide notification to the Client of the intention to store Materials and/or equipment and tools onsite, to which the Client will be responsible for allocating a suitable area for storage and taking all reasonable precautions to ensure the Materials and/or equipment and tools are safe and secure. In the event that any Materials and/or equipment and tools are lost, damaged or destroyed, then replacement of the Materials and/or equipment and tools will be at the Client’s cost and expense.
    8.4 ARC Metal Roofing will have public liability insurance of at least $5m in place in relation to the Works. It is the Client’s responsibility to ensure that it is similarly insured in relation to the site at which the Works are carried out.
  9. Title
    9.1 ARC Metal Roofing and the Client agree that ownership of the Materials will not pass until:
    (a) the Client has paid ARC Metal Roofing all amounts owing to ARC Metal Roofing, and
    (b) the Client has met all of its other obligations to ARC Metal Roofing.
    9.2 The Client further agrees:
    (a) until ownership of the Materials passes to the Client in accordance with clause  that the Client is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to ARC Metal Roofing on request
    (b) the Client holds the benefit of the Client’s insurance of the Materials on trust for ARC Metal Roofing and must pay to ARC Metal Roofing the proceeds of any insurance in the event of the Materials being lost, damaged or destroyed
    (c) the production of these terms and conditions by ARC Metal Roofing will be sufficient evidence of ARC Metal Roofing’s right to receive the insurance proceeds direct from the insurer without the need for any person dealing with ARC Metal Roofing to make further enquiries
    (d) the Client must not sell, dispose, or otherwise part with possession of the Materials other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Materials then the Client must hold the proceeds of any such act on trust for ARC Metal Roofing and must pay or deliver the proceeds to ARC Metal Roofing on demand
    (e) the Client must not convert or process the Materials or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of ARC Metal Roofing and must sell, dispose of or return the resulting product to ARC Metal Roofing as it so directs
    (f) unless the Materials have become fixtures the Client irrevocably authorises ARC Metal Roofing to enter any premises where ARC Metal Roofing believes the Materials are kept and recover possession of the Materials
    (g) ARC Metal Roofing may recover possession of any Materials in transit whether or not delivery has occurred
    (h) the Client will not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials while they remain the property of ARC Metal Roofing, and
    (i) ARC Metal Roofing may commence proceedings to recover the Price of the Materials sold notwithstanding that ownership of the Materials has not passed to the Client.
  10. Personal Property Securities Act 2009 (Cth) (PPSA)
    10.1 In this clause financing statement, financing change statement, security agreement and security interest has the meaning given to it by the PPSA.
    10.2 The Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Materials that have previously been supplied and that will be supplied in the future by ARC Metal Roofing to the Client.
    10.3 The Client undertakes to:
    (a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which ARC Metal Roofing may reasonably require to:
    (i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register
    (ii) register any other document required to be registered by the PPSA, or
    (iii) correct a defect in a statement referred to in clause  or
    (b) indemnify, and upon demand reimburse, ARC Metal Roofing for all costs and expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Materials charged thereby
    (c) not register a financing change statement in respect of a security interest without the prior written consent of ARC Metal Roofing
    (d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Materials in favour of a third party without the prior written consent of ARC Metal Roofing, and
    (e) where applicable, immediately advise ARC Metal Roofing of any material change in its business practices of selling the Materials which may result in a change in the nature of proceeds derived from such sales.
    10.4 ARC Metal Roofing is not obliged to give the Client any notice, document or information under the PPSA unless the provision of the notice, document or information is required by the PPSA and cannot be excluded. The Client consents to waive any right it may have to receive such notice, copy of document or information.
    10.5 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
  11. Warranty
    11.1 Subject to clauses  to , ARC Metal Roofing warrants that the Works will be completed in accordance with the specifications of the manufacturer of the Materials, applicable Australian building standards and the plans and specifications in those plans or in the absence of plans, the requirements of the builder.
    11.2 Subject to clause , ARC Metal Roofing warrants only the workmanship component of the Works for a period of six (6) years from the date of completion of the Works as evidenced in writing by the warranty certificate provided by ARC Metal Roofing, if requested by the Client.
    11.3 The Client may not make a claim against ARC Metal Roofing if:
    (a) the Client owes any money to ARC Metal Roofing in respect of the Works and/or Materials at the date of the claim
    (b) the Client (whether by itself or through a third party) has modified, altered, removed or added to any part of the Works and/or Materials – i.e. the warranty is void
    (c) ARC Metal Roofing does not receive notice in writing from the Client within five (5) days of the Client becoming aware or ought reasonably be aware of the possibility of there being a warranty claim
    (d) the Client has not allowed ARC Metal Roofing a reasonable opportunity to inspect and assess the alleged condition, defect or damage
    (e) the claim arises out of or is connected with fair or normal wear and tear
    (f) the claim arises out of or is connected with incorrect, inaccurate or negligent information, advice or building works provided by the Client or its agents, contractors or advisers including but not limited to defective plans, poor or negligent design, sub-standard building works supporting the roof structure or support
    (g) the claim arises out of or is connected with any act or omission of ARC Metal Roofing’s employees or contractors where the act or omission has been carried out pursuant to instructions given by the employees, agents or contractors of the Client
    (h) the claim arises out of or is connected with water leaks or damage to roofs with lower than four (4) degree pitch
    (i) the claim arises out of or is connected with water leaks or damage to roofs for reasons other than poor workmanship
    (j) the Client has not maintained the Works and/or Materials in accordance with any maintenance guidelines recommended by or manual provided (if requested by the Client) by ARC Metal Roofing, or
    (k) the claim arises out of or is connected with extreme weather conditions such as flood, fire, cyclone, heavy storm or lightning or consequential causes or associated conditions such as broken tree branches or trees or flying objects or debris.
    11.4 To the extent permitted by law, ARC Metal Roofing does not provide any warranty with respect to the Materials. Any warranty card or certificate given by ARC Metal Roofing in respect of the Materials is given on behalf of the manufacturer of the Materials. All warranty claims in respect of the Materials must be submitted directly to the manufacturer except where ARC Metal Roofing has agreed in writing to process any such warranty claims on behalf of the manufacturer.
  12. Liability
    12.1 The Client must inspect all Materials on delivery or the Works on completion of the Works and must within seven (7) days of delivery or completion (as applicable) notify ARC Metal Roofing in writing of any defect or damage, shortage in quantity or failure to comply with the description or Proposal. Upon such notification the Client must allow ARC Metal Roofing to inspect the alleged defect or damage.
    12.2 The Client acknowledges that Materials supplied may exhibit variations in shade, colour, surface and finish, and may fade or change colour over time. ARC Metal Roofing will make every effort to match batches of product supplied, or sale samples and the final product supplied, in order to minimise such variations but will not be liable for any loss, damages or costs howsoever arising where such variations occur. The Client also acknowledges that Materials will weather and deteriorate as part of a natural process of wear and tear. This includes flat roofs that may develop waves in them. The process of wear and tear occur at different rates depending on the environment of each building. ARC Metal Roofing is not liable whatsoever for wear and tear that is considered normal having regard to the environment.
    12.3 Under applicable State, Territory and Commonwealth Law (including, without limitation the Competition and Consumer Act 2010 (Cth) (CCA)), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
    12.4 ARC Metal Roofing acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
    12.5 Except as expressly set out in these terms and conditions and the Non-Excluded Guarantees, ARC Metal Roofing makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Materials and/or Works and ARC Metal Roofing’s liability in respect of the supply of the Materials and/or Works is excluded to the fullest extent permitted by law.
    12.6 If the Client is a consumer within the meaning of the CCA, to the extent permitted by law ARC Metal Roofing’s liability is limited to, at the discretion of ARC Metal Roofing:
    (a) in relation to the Materials:
    (i) repair or replacement of the Materials or equivalent materials
    (ii) pay the cost of repair or replacement of the Materials or equivalent materials, or
    (iii) refund any money paid by the Client for the Materials, and/or
    (b) in relation to the Works, supply of the Works again or payment of the cost of having the Works supplied again or refund any money paid by the Client for the Works but only to the extent the refund takes into account the value of the Works and Materials provided to the Client which were not defective.
    12.7 If the Client is not a consumer within the meaning of the CCA, ARC Metal Roofing’s liability for any defect or damage in the Materials is limited to, at the discretion of ARC Metal Roofing:
    (a) the value of any express warranty or warranty card provided to the Client by ARC Metal Roofing, or
    (b) any warranty to which ARC Metal Roofing is entitled to claim against the manufacturer, if ARC Metal Roofing did not manufacture the Materials.
    12.8 To the extent ARC Metal Roofing is unable to exclude its liability and to the extent permitted by law:
    (a) ARC Metal Roofing will not be liable for any indirect and/or consequential loss and/or expense (including loss of profit) suffered or incurred by the Client, and
    (b) ARC Metal Roofing’s aggregate liability for all claims under these terms and conditions will be limited to the Price of the Works and/or Materials paid by the Client.
    12.9 ARC Metal Roofing reserves the right to charge a call out fee at the rate of $100 per hour plus GST per person calculated from base to base in relation to any call outs by the Client for ARC Metal Roofing to inspect the Works and/or Materials in relation to a claim for defective Materials or breach of warranty if upon investigation by ARC Metal Roofing, ARC Metal Roofing denies the claim.
  13. Returns
    13.1 The Client is responsible for the selection of the Materials. Except as stated in clause , under no circumstances will ARC Metal Roofing accept the return or replacement of the Materials selected by the Client or be liable for the selection made by the Client.
    13.2 Returns of defective Materials will only be accepted if:
    (a) the Client has complied with the provisions of clause
    (b) ARC Metal Roofing has agreed that the Materials are defective
    (c) the Materials are returned within a reasonable time at the Client’s cost (if that cost is not significant), and
    (d) the Materials are returned in as close a condition to that in which they were delivered as is possible and in saleable condition.
    13.3 ARC Metal Roofing may in its absolute discretion accept non-defective Materials for return, in which case ARC Metal Roofing may require the Client to pay handling fee of up to thirty percent (30%) of the value of the returned Materials plus any freight costs, which the parties agree is a reasonable and genuine pre-estimate of the loss likely to be suffered or incurred by ARC Metal Roofing in relation to the return of the Materials.
    13.4 Materials made to special order, Client specification or non-catalogue items are under no circumstances acceptable for credit or return.
  14. Intellectual Property
    14.1 Where ARC Metal Roofing has designed, drawn, written plans or a schedule of Works, or created any products for the Client, then the copyright in all such designs, drawings, documents, plans, schedules and products will remain vested in ARC Metal Roofing and will only be used by the Client at ARC Metal Roofing’s discretion.
    14.2 The Client warrants that all designs, specifications or instructions given to ARC Metal Roofing will not cause ARC Metal Roofing to infringe any patent, registered design, trademark or intellectual property rights of a third party in the execution of the Client’s order and the Client agrees to indemnify ARC Metal Roofing against any action taken against ARC Metal Roofing in respect of any such infringement.
    14.3 The Client agrees that ARC Metal Roofing may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans or products which ARC Metal Roofing has created for the Client.
  15. Default and Consequences of Default
    15.1 Interest on overdue invoices will accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at ARC Metal Roofing’s sole discretion such interest will compound monthly at such a rate) after as well as before any judgment.
    15.2 If the Client owes ARC Metal Roofing any money the Client will indemnify ARC Metal Roofing from and against all costs and disbursements incurred by ARC Metal Roofing in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, ARC Metal Roofing’s contract default fees, and bank dishonour fees).
    15.3 Without prejudice to any other remedies ARC Metal Roofing may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions ARC Metal Roofing may suspend or terminate the supply of Works and/or Materials to the Client. ARC Metal Roofing will not be liable to the Client for any loss or damage the Client suffers because ARC Metal Roofing has exercised its rights under this clause.
    15.4 Without prejudice to ARC Metal Roofing’s other remedies at law ARC Metal Roofing will be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to ARC Metal Roofing will, whether or not due for payment, become immediately payable if:
    (a) any money payable to ARC Metal Roofing becomes overdue, or in ARC Metal Roofing’s opinion the Client will be unable to make a payment when it falls due
    (b) the Client becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors, or
    (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
  16. Privacy
    16.1 The Client agrees for ARC Metal Roofing to obtain from a credit reporting agency a credit report containing personal credit information about the Client in relation to credit provided by ARC Metal Roofing.
    16.2 The Client agrees that ARC Metal Roofing may exchange information about the Client with other credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:
    (a) to assess the creditworthiness of the Client
    (b) to notify other credit providers of a default by the Client, and/or
    (c) to exchange information with other credit providers as to the status of the Client’s credit account, where the Client is in default with other credit providers.
    The Client understands that the information exchanged can include anything about the Client’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988 (Cth) (the Privacy Act).
    16.3 The Client agrees that personal credit information provided may be used and retained by ARC Metal Roofing for the following purposes (and for other purposes as agreed between the Client and ARC Metal Roofing or required by law from time to time):
    (a) the provision of Works and/or Materials
    (b) the marketing of Works and/or Materials by ARC Metal Roofing, its agents or distributors
    (c) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Works and/or Materials
    (d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client, and/or
    (e) enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the Works and/or Materials.
    16.4 ARC Metal Roofing may give information about the Client to a credit reporting agency for the purpose of obtaining a consumer credit report about the Client.
  17. Compliance with Laws
    17.1 Both the Client and ARC Metal Roofing agree that they will at all times ensure that they comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Works, including occupational health and safety laws relating to building/construction sites, and any other relevant safety standards or legislation. Should either party fail to comply with this clause causes the other party to incur costs, then such costs will be the responsibility of the party in breach.
    17.2 The Client is responsible for and must obtain (at the cost and expense of the Client) all licences and approvals that may be required for the Works.
    17.3 At ARC Metal Roofing’s sole discretion, if there are any disputes or claims for unpaid Works and/or then the provisions of the Building and Construction Industry Security of Payments Act 1999 (NSW) (the Act) may apply.
    17.4 Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Act, except to the extent permitted by the Act where applicable.
  18. General
    18.1 The failure by ARC Metal Roofing to enforce any provision of these terms and conditions will not be treated as a waiver of that provision, nor will it affect ARC Metal Roofing’s right to subsequently enforce that provision. If any provision of these terms and conditions is invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.
    18.2 The rule of interpretation which sometimes requires that an agreement be interpreted to the disadvantage of the party which put the agreement forward, does not apply.
    18.3 The Client will not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by ARC Metal Roofing nor to withhold payment of any invoice because part of that invoice is in dispute.
    18.4 ARC Metal Roofing may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
    18.5 The Client agrees that ARC Metal Roofing may amend these terms and conditions at any time. If ARC Metal Roofing makes a change to these terms and conditions, then that change will take effect from the date on which ARC Metal Roofing notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for ARC Metal Roofing to provide any Works and/or Materials to the Client.
    18.6 Neither party is liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    18.7 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.
    18.8 These terms and conditions and any contract to which they apply will be governed by the laws of New South Wales.