Terms Of Trade

Definitions

“Ascent Roofing” shall mean Ascent Roofing Maintenance & Services Limited, or any agents or employees acting on behalf of and with the authority of Ascent Roofing Maintenance & Services Limited.

“Customer” shall mean any person or entity with whom Ascent Roofing contracts, any person or entity acting on behalf of and with the authority of the Customer or any person or entity purchasing Products and Services from Ascent Roofing. If there is more than one Customer it is a reference to each Customer jointly and severally.

“Default” shall mean any of the following in relation to the Customer which will entitle Ascent Roofing to action any term of this contract to which this definition applies including (but not limited to) the cancellation of this contract in accordance with clause 23:
- Non-payment of any sum by the due date as specified on each invoice (unless otherwise agreed in writing between the parties).
- The Customer intimating that it will not pay any sum by the due date.
- Any Products and Services (defined in clause 1.6 below) are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products and Services.
- Any Products and Services in the possession of the Customer are materially damaged while any sum due from the Customer to Ascent Roofing remains unpaid.
- The Customer is bankrupted or put into liquidation, or a receiver is appointed to any of the Customer’s assets.
- A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
- Any material adverse change in the financial position of the Customer.
- Unreasonable delay of the Works (as defined in clause 1.9 below) by the Customer for 14 days’ or more.
- Failure to provide Ascent Roofing with consent (unless such consent is reasonably withheld) upon a request for Products or Services by Ascent Roofing to the Customer within 14 days of the request.
- A breach of any term of this contract, which include these Terms and Conditions.

“Defect” means a fault or flaw in the Works provided by Ascent Roofing consisting of:
Workmanship that has not been carried out according to acceptable trade practice as defined by the New Zealand Metal Roof and Wall Cladding Code of Practice.
A significant, adverse and unauthorised departure from what was prescribed by the drawings and specifications.
In matters not specifically prescribed by the drawings and specifications, a material and unauthorised departure from manufacturer’s tolerances (if manufacturer’s tolerances are not available, then current tolerance schedules published by the Ministry of Business Innovation and Employment will apply, and if they are not available then current tolerance schedules published by New Zealand Standards will apply).

“Latent Condition” means any physical condition on or below or within the site, or the area surrounding the site, which differs materially from the physical conditions which could reasonably have been expected by Ascent Roofing at the time its quotation was provided.

“Products and Services” shall mean all products, goods, advice, and services provided by Ascent Roofing to the Customer. It shall include without limitation the provision of consultation services and the supply of all roofing products, installation and all associated products and services and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Products and Services by Ascent Roofing to the Customer.

“Products” shall mean:
all products supplied by Ascent Roofing to the Customer; and
all of the Customer’s present and after-acquired products that Ascent Roofing has performed work on or to or in which products supplied or financed by Ascent Roofing have been attached or incorporated.
The above descriptions may overlap but each is independent of and does not limit the others.

“Price” shall mean the cost of the Products and Services as agreed between Ascent Roofing and the Customer and includes all disbursements e.g. charges Ascent Roofing pay to third parties on the Customer’s behalf subject to clause 5 of this contract.

“Works” means the provision of the Products and Services that Ascent Roofing is to carry out in accordance with its quotation or any agreed contractual documents, including variations, according to standard practices.

Acceptance

Following the provision of a quote pursuant to clause 5, any instructions received by Ascent Roofing from the Customer agreeing to the supply of Products and Services by Ascent Roofing shall constitute a binding contract and acceptance of the terms and conditions contained herein.

In providing instructions agreeing to the supply of the Products and Services by Ascent Roofing, the Customer shall be deemed to have accepted the quote (in the event that any quote has been revised the most recent revision shall be deemed in effect).

Warranties

Ascent Roofing warrants that the Works it is responsible for will be carried out:
In a proper and competent manner.
With reasonable care and skill.
In accordance with any building consents.
Using materials that are fit for purpose.
Using materials that are new (unless agreed or notified or requested by the Customer otherwise).
In accordance with all applicable laws and legal requirements of New Zealand.

Ascent Roofing further warrants that it shall use reasonable endeavours to meet any performance dates for the Works specified and agreed between it and the Customer, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Works.

The Customer agrees that Ascent Roofing’s warranty is to cover the roof repair/ replacement only and does not cover any other areas such as, but not limited to: insulation, roof cavity ceiling, rafters, fences, pipes, wirings, fixtures and the like, unless specified.

The Customer agrees that this section does not apply if Ascent Roofing has recommended Products and Services for carrying out the Works and the Customer deviates from the recommendation of Ascent Roofing and chooses to proceed with different Products and Services against the recommendation of Ascent Roofing.

The Customer agrees that the warranty does not cover damage to roofs caused by lightning, gales, hurricane, tornado, hailstorm, impact or foreign objects or violent storm or casualty, or damage to roofs due to settlements, distortion, failure or cracking of the roof deck, walls, or foundations.

Ascent Roofing is entitled to revoke the warranty if its Products and Services are not paid in full by the Customer by any due date for payment.

Ascent Roofing’s warranty is non-transferable unless otherwise stated in writing.

Insurance

Ascent Roofing will affect and maintain a public liability insurance policy for an amount of not less than one million dollars. The policy will be kept continuously in force until any work required to remedy Defects has been completed.

If the Works are new construction or involve the alteration, addition to, or repair of an existing building, the Customer must affect and maintain a policy of insurance for contract works insurance or arrange for an extension to their existing home and contents policy.

Where requested in writing by the other party, a party liable to insure must provide satisfactory evidence as to the existence, maintenance, and terms of any insurance policy.

Quote

Ascent Roofing expressly reserves the right to refuse to provide a quote to a Customer if it deems that the Works are not safe nor suitable for Ascent Roofing’s business.

Where a quote is given by Ascent Roofing for the Products and Services:
Unless otherwise agreed the quote shall be valid for thirty (30) days from the date of issue or the date identified on the quote.

The quote is inclusive of goods and services tax unless specifically stated to the contrary.

Ascent Roofing reserves the right to alter its quote where that has been submitted based on plans which have been altered and/or changes have been made that would affect the measurements on which its quote has been calculated and/or has been based upon work in an area of a building that cannot be viewed until the work is undertaken and/or if a Latent Condition exists or circumstances exist beyond its control which will delay the efficient execution of the Works.

Any additional Products and Services that need to be carried out that will be necessary to finish the project to meet legal building requirements and was not included initially in the agreed quote will be communicated by Ascent Roofing to the Customer as soon as any conditions or circumstances present themselves during the Works process. This may include (but is not limited to) any additional timber works as supporting structure for the roof and the inclusion of gutters.

Any additional materials and labour requirements that arise from clause 5.1.4 will be invoiced separately to the Customer with the final invoice.

The quote will only cover the actual Products and Services to be performed as recommended by Ascent Roofing and will not include any Products and Services – whether remedial or not – that are outside the scope of Ascent Roofing’s provided Products and Services. This may include (but is not limited to) any work related to carpentry, electrical wiring, building, plumbing, painting, removal of any debris in the roof cavity or any internal areas of the property that may arise as a result of the process of any Works carried out and any other processes that require intervention from a third-party provider that are not within the scope of roofing.

Access requirements for Health & Safety (scaffolding, edge protection, etc.) are included, if needed to carry out the Works, unless stated otherwise. These services are to be provided by Ascent Roofing’s third-party service partners and any fees quoted by Ascent Roofing relating to these services are to be paid directly towards those third parties.

Where there are Products and Services in addition to the quote, the Customer agrees to pay for the additional cost of such Products and Services.

In relation to clause 5.3 above, such Products and Services will include Products and Services which are at the sole discretion of Ascent Roofing deemed required to carry out the Works. Where practicable Ascent Roofing will make attempts to obtain the consent of the Customer to carry out and order such Products and Services. However, if contacting the Customer is not practicable or Ascent Roofing has made multiple attempts to obtain consent from the Customer and such consent is either denied or ignored for more than 14 days, Ascent Roofing, in the appropriate case (which will be solely determined by Ascent Roofing) can either:
Immediately suspend the Works without notice to the Customer (as Default would have occurred under clause 1.3.9) and invoice the Customer for the Works carried out to the date of cessation and cancel this contract under clause 23; or
Carry out or order the Products and Services which Ascent Roofing considers are necessary at its sole discretion to carry out the Works and invoice the Customer for such Products and Services.

The Customer expressly agrees that Ascent Roofing’s quotes (after they are sent to the Customer but before any materials are ordered from third party suppliers) are subject to a price increase where third party suppliers increase the price of their materials. Where this occurs, Ascent Roofing will as soon as practicable recall the original quote sent to the Customer and send the Customer an amended quote based on the new increased pricing for the Customer’s approval.

Ascent Roofing reserves the right to extend or grant any discount to any quotes sent to the Customer.

Variations

The Customer may order any variation to the Works that:
Increases or decreases the scope of the Works;
Omits any of the Works; or
Changes the nature, position, location, or quality of any of the Works.

Ascent Roofing may claim a variation for any Latent Condition that becomes apparent after the Works have commenced and/or if in its opinion any work areas are not ready for the Works to commence. This may occur despite the Customer asking Ascent Roofing to commence the Works resulting in increased costs (including without limitation, administration costs) as a result.

The Customer shall not, without the consent of Ascent Roofing, remove Products and Services from the Works to have those Products and Services carried out by another contractor or the Customer.

Any variation to the Works initiated by the Customer must be in writing and:
State the scope of work the subject of the variation;
State the price of the variation or how the price of the variation is to be calculated; and
Be approved by both parties.

Wherever practicable, the value of any variation shall be agreed between the parties before the variation work is commenced, however any failure to do so will not invalidate the variation or the entitlement of Ascent Roofing to be paid the reasonable value of the variation.

The Customer agrees that any variation to the Works will be charged to the Customer in accordance with clause 8.

Collection and use of Information

The Customer authorises Ascent Roofing to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under any agreed contract, or marketing any Products and Services provided by Ascent Roofing to any other party.

The Customer authorises Ascent Roofing to disclose any information obtained to any person for the purposes set out in clause 7.1.

Where the Customer is a natural person the authorities under clauses 7.1 and 7.2 are authorities or consents for the purposes of the Privacy Act 1993.

Payment

Unless waived in writing by Ascent Roofing, full payment (being 100%) of the quoted price shall be required upon acceptance of any quote given by Ascent Roofing pursuant to clause 5. Exceptions to this will be:

8.1.1 “Progress payments” being a partial payment of the Products and Services after the completion of a predefined stage of the Works. In which, 50% deposit is required upon acceptance of the quote, and the balance thereafter is calculated based on the agreed milestones of the Works until completion. Progress payments are only applicable to quotes that amount to no less than $100,000.00 (one hundred thousand New Zealand dollars), and are subject to discretion and approval of Ascent Roofing.

If agreed in writing between the Customer and Ascent Roofing, progress payments may be required to be made during the course of this contract.

Any variations to an existing quote or ongoing works that will require additional materials and labour expenses, in which Ascent Roofing will require payment in full (being 100%) upon acceptance of the additional quote, and prior to the Works commencing and/or continuing.

Ascent Roofing shall invoice the Customer in respect of any required payment. Each invoice issued by Ascent Roofing shall include details of a nominated bank account to which payment is to be made (‘the Nominated Account”).

The Customer acknowledges that each invoice issued by Ascent Roofing is issued as a payment claim under section 20 of the Construction Contracts Act 2002. If the Customer wishes to dispute the invoice, they must issue a payment schedule in accordance with section 21 of the Construction Contracts Act 2002.The Customer acknowledges that failure to do so will subject them to the consequences as detailed in (but not limited) section 22 – 24 of the Construction Contracts Act 2002.

The Customer shall pay each invoice submitted by Ascent Roofing:
Within seven days of the completion of the Works or within the “due date” as outlined in the Invoice. For the sake of clarity ‘Works’ in this instance includes both completed stages of works pursuant to clause 8.2 whereby progress payments are required, as well as any final completion of the overall Works as that term is defined pursuant to clause 1.9; and
In full and cleared funds without deduction for any reason whatsoever to the Nominated Account.

Payment Default

If the Customer does not make payment on the due date, the Customer shall be liable to pay:
Default interest at the rate of 2% per month, which shall accrue on a daily basis on the total amount outstanding from the due date to the date of payment in full; and
Any expenses, disbursements, and legal costs on a solicitor client basis incurred by Ascent Roofing in the enforcement of any rights contained in this contract, including any solicitor’s fees or debt collection agency fees.

Payment of all invoices (being payment claims under section 20 of the Construction Contracts Act 2002) shall be made in full without any set-off or deduction of any kind (unless the Customer serves a valid payment schedule under section 21 of the Construction Contracts Act 2002).

If the Customer fails to pay any amount owing on the due date and any such Default continues for five (5) calendar days then Ascent Roofing shall be entitled to immediately suspend the Works with notice and such suspension shall be on the same basis as if it were a suspension under s24A(2) and (3) of the Construction Contracts Act 2002.

Risk and Delivery

The Products and Services remain at Ascent Roofing’s risk until delivery to the Customer.

Delivery of Products and Services shall be deemed complete when Ascent Roofing, or an agent including a manufacturer, gives possession of the Products and Services directly to the Customer or possession of the Products and Services is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.

The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to Ascent Roofing making time of the essence.

Where Ascent Roofing delivers Products and Services to the Customer by instalments and Ascent Roofing fails to deliver or supply one or more instalments, the Customer shall not have the right to cancel this contract but shall have the right to claim compensation as a severable breach.

The Customer will ensure that Ascent Roofing is provided with reasonable access to the delivery address together with adequate room for unloading. The Customer indemnifies Ascent Roofing against all costs and liabilities Ascent Roofing incurs with or arising out of the delivery or in unloading.

Ascent Roofing shall make known to the Customer the expected delivery schedule of Products and Services, including materials delivery from manufacturers and installation of any health and safety access points such as scaffolding etc. to give the Customer the opportunity to clear the site of any hazards and the opportunity to provide reasonable access to Products and Services for the Works.

Effectively, a three hundred and fifty New Zealand dollars (NZD 350.00) penalty per day of presence of obstruction and hazards will incur and will be added to the Customer’s final invoice if any obstruction is not cleared despite prior advisory, and Ascent Roofing and its delivery partners cannot access the site safely for the duration of the service of the Works.

Agency

The Customer authorises Ascent Roofing to contract either as principal or agent for the provision of Products and Services that are the matter of this contract.

Where Ascent Roofing enters into a contract of the type referred to in clause 11.1, it shall be read with and form part of this contract and the Customer agrees to pay any amounts due under that contract.

Title and Security (Personal Property Securities Act 1999)

Title in any Products and Services supplied by Ascent Roofing passes to the Customer only when the Customer has made payment in full for all Products and Services provided by Ascent Roofing and of all other sums due to Ascent Roofing by the Customer on any account whatsoever. Until all sums due to Ascent Roofing by the Customer have been paid in full, Ascent Roofing has a security interest in all Products and Services.
If the Products and Services are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third-party, title in the Products and Services shall remain with Ascent Roofing until the Customer has made payment for all Products and Services, and where those Products and Services are mixed with other property so as to be part of or a constituent of any new Products and Services, title to these new Products and Services shall deemed to be assigned to Ascent Roofing as security for the full satisfaction by the Customer of the full amount owing between Ascent Roofing and the Customer.

The Customer gives irrevocable authority to Ascent Roofing to enter any premises occupied by the Customer or on which Products and Services are situated at any reasonable time after Default by the Customer or before Default if Ascent Roofing believes a Default is likely and to remove and repossess any Products and Services and any other property to which Products and Services are attached or in which Products and Services are incorporated. Ascent Roofing shall not be liable for any costs, damages, expenses, or losses incurred by the Customer or any third-party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Ascent Roofing may either resell any repossessed Products and Services and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling, and other costs) or may retain any repossessed Products and Services and credit the Customer’s account with the invoice value thereof less such sum as Ascent Roofing reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit, and costs.

Where Products and Services are retained by Ascent Roofing pursuant to clause 12.3 the Customer waives the right to receive notice under section 120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under section 121 of the PPSA. The Customer further agrees it will have none of the rights under sections 114(1a), 116, 117(1c), 119, 121, 125, 129, 131, 132, 133 and 134 of the PPSA. Where Ascent Roofing have rights in addition to those in Parts 9 of the PPSA, the Customer agrees that those rights shall continue to apply and in particular will not be limited by section 109 of the PPSA.

If the Credit Repossession Act 1997 applies to any transaction between the Customer and Ascent Roofing, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.

Security Interest for Service Providers

The Customer gives Ascent Roofing a security interest in all of the Customer’s present and after-acquired property that Ascent Roofing has performed services on, or to, or in which Products or Services or materials supplied or financed by Ascent Roofing have been attached or incorporated.

Payment Allocation

Ascent Roofing may in its discretion allocate any payment received from the Customer towards any invoice that Ascent Roofing determines and may do so at the time of receipt or at any time afterwards and on Default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Ascent Roofing, payment shall be deemed to be allocated in such manner as preserves the maximum value of Ascent Roofing’s purchase money security interest in the Products and Services.

Defects Liability Period

The Customer must notify Ascent Roofing of any Defect in writing as soon as reasonably possible after any Defect becomes apparent.

Ascent Roofing must, at its own cost, rectify any part of the Works that is agreed by both parties to be faulty or defective and Ascent Roofing’s responsibility (within the meaning of clause 1.4 above), and remove and replace any Products and Services not in accordance with Ascent Roofing’s quotation or any contract documentation as directed in writing by the Customer for a period of 12 months from the date of completion of the Works.
This clause excludes any defects that may have arisen from the Works carried out through a “Charge Up Job” due to the nature of the Works carried out, and as these are agreed between the Customer and Ascent Roofing as temporary fixes and do not solve any problems in the long term. The Customer expressly waives all rights to claim for warranty specified in clause 3.1 on these “Charge Up Job” Works.

The Customer shall give Ascent Roofing all necessary and reasonable access to enable it to remedy any Defect and/or replace any Products and Services during the 12-month period from the date of completion of the Works.

These defect provisions do not mitigate or absolve the Customer’s responsibility for maintenance and correct usage of any Products and Services.

All Defects in workmanship are covered by Ascent Roofing’s standard 12-months or 60-months Workmanship Warranty terms, that will be made available to the Customer once the Works have been satisfied and completed and paid in full.

Limitation of Liability

Ascent Roofing shall not be liable for any delay damages (whether those are for liquidated damages or otherwise) or for any claims for loss or profits (whether direct or indirect), or loss of business opportunity or anticipated savings, or for any indirect or consequential loss whatsoever.

Ascent Roofing shall not be liable for mould, mildew, moss, lichen, and any discrepancies on and/or or unrealistic expectations on the finished workmanship due to pre-existing conditions of the roof and/or conditions attributed to the Customer’s negligence.
The Works and the associated quote do not include repair or reimbursement for any water damage to the interior of the Customer’s home. Ascent Roofing is not responsible for damage to any fencing, pipes, fixtures, electrical/wiring, plumbing, concrete, or driveways. Ascent Roofing is not responsible for making any aesthetic changes to the Customer’s home or surrounding areas as a result of the Works being completed.

Ascent Roofing is not responsible for damage to interior ceiling texture or fallen wall hangings caused by vibrations from hammering or work on rooftop during roof installation. This includes any unintentional collateral damages on existing insulation or personal effects in roof cavities, timber frames, or structures due to the nature of the roof work to be carried out.

Ascent Roofing will not be liable for any damages to the Customer’s property and its surrounds stemming from any work carried out by third-party service providers required for the proper roofing services to be executed to applicable standards in New Zealand, including but not limited to: scaffolding installation, builder work, plumbing, truck delivery of materials to site etc.

Ascent Roofing shall have no liability for discrepancies between estimates that may have been prepared for quantities based on plans or other information given by or on behalf of the Customer and quantities actually required. The Customer warrants it has verified and, in any event, accepts responsibility for the accuracy of quantities ordered as being in accordance with its requirements.

The Customer agrees that it will notify Ascent Roofing if there are any existing fixtures, personal equipment, or any items to that effect that may be affected during the Works. Ascent Roofing will take extra measures that these personal effects will be considered during the execution of the Works. Should the Customer fail to notify or inform Ascent Roofing of any potential personal effects or fixtures in the way, prior to the Works commencing, Ascent Roofing will not be liable nor responsible for any damages arising thereof.

Ascent Roofing’s services will include cleaning up and rubbish removal on-site and will be done to the best of its ability after the Works are completed. Ascent Roofing will ensure that scraps are disposed of, and the work site is tidied up. Ascent Roofing is not responsible for any rubbish or litter left on the property that are not part of the Works. Due to the nature of the Works to be carried out, there might be small remains or fragments of nails, screws, rivets, etc. that might still be remaining on-site at the completion of the Works and following the clean-up.

Notwithstanding any other provision to the contrary, the total aggregate liability of Ascent Roofing to the Customer arising out of or in connection with the Works whether in contract, any indemnity, tort (including negligence), by statute, or otherwise at law or in equity is limited as follows:
To the value of price (excluding variations and the cost of materials) for the Works; or
For liability arising out of events or circumstances in respect of which insurance proceeds are available, under an insurance policy required and warranted to be effected by Ascent Roofing for the Works, the amount which is paid under that policy.

These clauses do not limit Ascent Roofing’s liability to the extent that it:
Cannot be limited at law; and
Arises out of or in connection with any wilful default, fraud, or criminal conduct.

Ascent Roofing is under no obligation to accept the Works if it is deemed not safe nor suitable for Ascent Roofing’s business.

Ascent Roofing reserves the right to refuse any of the Works and cancel this contract in accordance with clause 23 if later it is discovered that it will impose future damage to its business (whether financially, physically, or a risk to its reputation) and/or jeopardises the health and safety of its staff.

Ascent Roofing shall incur no liability to the Customer if performance of the Works is prevented or hindered by any case whatsoever beyond Ascent Roofing’s control and in particular but without prejudice to the generality of the foregoing, by act of fire, flood, subsidence, sabotage, accident, government lockdowns, strike or lockout, and shall not be liable for any loss or damage resulting therefrom or suffered by the Customer.

Copyright and Intellectual Property

Ascent Roofing, owns and has copyright in all work, software, systems, solutions, drawings, designs, specifications, electronic data, and documents produced by Ascent Roofing in connection with the Products and Services provided pursuant to this contract and the Customer may use the Products and Services only if paid for in full and for the purpose for which they were intended and supplied by Ascent Roofing.

Personal Guarantee of Company Directors or Trustees

If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Ascent Roofing agreeing to supply Products and Services and granting credit to the Customer at their request, also accept and agree to this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Ascent Roofing the payment of any and all monies now or hereafter owed by the Customer to Ascent Roofing and indemnify Ascent Roofing against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.

Claims and Return of Products

Due to the nature of Ascent Roofing’s business, Ascent Roofing will not accept the return of any Products and Services supplied to the Customer once quotes have been accepted and the Works schedules confirmed. As such, the Customer agrees to indemnify Ascent Roofing all costs and liabilities incurred on any Products and Services ordered and/or delivered on-site that the Customer seeks to return, unless otherwise agreed and confirmed in writing with Ascent Roofing to accept as a return on a case-by-case basis or is defective in which case Ascent Roofing shall re-order and re-supply the Products and Services.

Caveat

The Customer charges in favour of Ascent Roofing as security for the Customer’s obligations to Ascent Roofing, all right, title and interest in any land held now by the Customer alone or jointly with anyone or acquired by the Customer at any time hereafter. If the Customer defaults in payment of any amount owed to Ascent Roofing, the Customer specifically authorises Ascent Roofing to lodge a caveat against any such property and appoints Ascent Roofing to be the Customer’s Attorney for this purpose.

Assignment

In consideration of the Products and Services supplied to the Customer by Ascent Roofing, the Customer assigns to Ascent Roofing absolutely all the Customer’s right title and interest in any debt which is due to the Customer by any third-party the Customer has on-sold the Products and Services supplied by Ascent Roofing, whether or not the amount of that debt due to the Customer by the third-party comprises only a part of the amount of the debt for Products and Services supplied by Ascent Roofing to the Customer.

Miscellaneous

The Customer agrees that the supply of Products and Services and the continuation of the Works is subject to weather conditions. Ascent Roofing expressly records and the Customer agrees that Ascent Roofing will not be held liable for any schedule changes or delays due to weather conditions.

Force Majeure: Neither Ascent Roofing nor the Customer shall be in breach of these terms nor liable for any delay in performing, or failure to perform, any of its obligations contained within these terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

Failure by Ascent Roofing to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Ascent Roofing has under this contract.

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, prejudiced, or impaired.
Unless otherwise agreed in writing, Ascent Roofing is not responsible for obtaining a Code Compliance Certificate and is entitled to any final claim for payment irrespective of whether a Code of Compliance Certificate has or has not been issued.

The Customer shall not assign all or any of its rights or obligations under this contract without the written consent of Ascent Roofing.

Where these terms and conditions of trade are at variance with the order or instructions from the Customer these terms and conditions of trade shall prevail.

If required by Ascent Roofing the Customer will store Products and Services supplied by Ascent Roofing in a way that enables them to be identified as having been supplied by Ascent Roofing.

Site accessibility – Ascent Roofing requires ease of access to the Customer’s property and the site on the day of the scheduled start of the Works. When the Customer accepts the quote, this means that the Customer agrees to clear the path where Ascent Roofing staff and any contractors through Ascent Roofing (i.e. Scaffolding company) will use to gain entry and exit to the Customer’s roof and surrounding property prior to the start of the Works. Ascent Roofing retains the right to charge the Customer a NZD 350.00 penalty per day of presence if there are obstructions and hazards and Ascent Roofing and its specialists cannot access the site safely for the duration of the Works.

Ascent Roofing will send the Customer a completion report for the Works completed via electronic mail. A “read receipt” is confirmation of the report which indicates agreement of Ascent Roofing’s delivery of the services quoted as scoped. All other claims outside made after receipt of the reports will be dealt with in accordance with Ascent Roofing’s terms and conditions.

Cancellation and Variation

Unless cancelled, varied, or suspended under this section, this contract starts and ends on the dates set out in the accepted quotes and confirmed schedules via Customer and Ascent Roofing’s communications.

Once a Customer accepts Ascent Roofing’s quote for the provision of the Products and Services, the Products and Services can only be cancelled, varied, or suspended (whether in whole or in part) upon the terms and conditions as set out in this section.

Ascent Roofing is entitled to cancel this contract in accordance with this section upon the onset of a Default as defined in clause 1.3.

Ascent Roofing and the Customer is entitled to cancel this contract under this section for the following reasons:
Impossibility of performance.
Fraud or reason to commit fraud.
Mutual mistake by the Customer and Ascent Roofing.
Breach of any of the terms of this contract.
Force Majeure (in which clause 22.2 will apply before the party can invoke the terms under this clause).

No cancellation, variation, or suspension requested by the Customer will be effective or recognised unless, and only to the extent that Ascent Roofing agrees in writing to such cancellation, variation, or suspension and the Customer offers an opportunity for Ascent Roofing to remedy any breach.

The Customer agrees to accept delivery of all Products and Services held by Ascent Roofing in respect of the quote and all Products and Services in transit to or subsequently delivered to Ascent Roofing for such quote.

The Customer agrees to pay all costs, expenses and liabilities incurred by Ascent Roofing in consequence of the cancellation, variation, or suspension of the quote by either party. The Customer agrees for such amounts to be deducted from any deposit held by Ascent Roofing.

Cancellation fee of thirty percent (30%) of the quoted Products and Services fee amounting will be invoiced to the Customer upon receipt of cancellation notice by the Customer. This clause will apply for a notice of cancellation by the Customer for any reason except for a breach of this contract by Ascent Roofing.

Cancellation of Ascent Roofing’s Products and Services prior to the agreed Works start date should be made in writing by either party not less than 10 days prior to the Works schedule.

Ascent Roofing will, within reasonable means, communicate with the Customer on instances that the Customer needs to cancel the provision of Products and Services before Ascent Roofing will resort to any third-party mediation/involvement.

The parties agree that before taking any court action, they will use best efforts to resolve any dispute under, or in connection with, this contract through good faith negotiations under the Construction Contracts Act 2002. However, this clause will not affect either party’s right to seek urgent interlocutory and/or injunctive relief.

Ascent Roofing reserves the right to cancel this contract and suspend the Works immediately and without notice to the Customer if it will impose future damage to its business (whether financially, physically, or a risk to Ascent Roofing’s reputation) or imposes on the health & safety of its staff.

Ascent Roofing will do within reasonable means to reschedule and accommodate an alternative date for the Works as much as possible if risks to its business and its staff are mitigated to the satisfaction of Ascent Roofing.

Cancellation, variation, or suspension of this contact does not affect each party’s rights and obligations accrued before the cancellation date.

Indemnification
- Except to the extent paid in settlement from any insurance policies, and to the extent permitted by applicable law, the Customer agrees to indemnify and hold harmless Ascent Roofing, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act of omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this contract. This indemnification will survive any cancellation or termination of this contract.