GENERAL TERMS

SGESCO-MAX reserves the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of the site means you agree to accept these (and periodic changes made to) website use terms and conditions.

GENERAL DISCLAIMER

The information contained on SGESCO-MAX’s website is for information purposes only. The information has been prepared on a best-endeavour basis. SGESCO-MAX does not warrant or represent the accuracy, currency and completeness of any information or material available on its website. This website also contains hyperlinks to other companies’ websites. SGESCO-MAX does not warrant the accuracy of any statements made on these sites, and any users of the SGESCO-MAX website must undertake their own due diligence on any such companies and their related statements. Web links from this site to external websites should not be construed as endorsement of the external sites or their content by SGESCO-MAX, nor any commercial or other relationship with the owners of such sites. SGESCO-MAX reserves the right to change information or material on the website at any time without notice.

COPYRIGHT

Unless otherwise indicated, copyright in the content and images of this website is the property of SGESCO-MAX. The site may also include content whose copyright belongs to third-parties and which has been lawfully included in this site by agreement. All content is protected by Australian copyright law and, by virtue of international treaties, equivalent copyright laws in other countries. Users may for their own, non-commercial purposes view or make copies of material contained on the site, but content should not be systematically downloaded and/or stored in any form whatsoever, and under no circumstances should any content be reproduced and made separately available online without acknowledgement. Copyright enquiries relating to this site should be directed to the Office Manager, SGESCO-MAX by emailing info@sgesco.com.au.

Our Registered Trademarks and Trademarks have been clearly identified on this site and specified up front at the top of this page.

PRIVACY

Your privacy is important to SGESCO-MAX and we take all reasonable steps to comply with Australian and Queensland privacy laws and guidelines, treating information collected as confidential. Information supplied by you will only be used for SGESCO-MAX’ interactions with you and will not be made available to a third party unless required or permitted by law. This may also occur where you have consented to the disclosure.

SGESCO-MAX collects a wide variety of personal information necessary for the purposes of conducting its businesses. This is collected in a variety of ways, such as by mail, telephone, email, internet, personal contact, and through business activities and events. If you do not want personal information about you to be used as a basis for further contact with you, then you should inform SGESCO-MAX and we will respect your wishes.

Personal information used by SGESCO-MAX may be received, stored, processed, managed, administered, secured, or transmitted, either electronically or physically, on a server or local computer, in temporary or permanent records. SGESCO-MAX will use and keep this information in compliance with the requirements of the law and in accordance with any other agreed requirements.

Privacy enquiries should be directed to the Office Manager, SGESCO-MAX via email at info@sgesco.com.au.

1     TERMS AND CONDITIONS TO APPLY

STARTER & GENERATOR EXCHANGE SERVICE PTY LTD ACN 009 712 627 ABN 35 009 712 627 (“SGESCO-MAX“) and the customer (“Customer”) agree that these terms and conditions (“Terms & Conditions“) shall apply to the supply of all goods sold (“Goods“) and any services provided in conjunction with Goods sold (“Services”) by SGESCO-MAX to the Customer despite any prior agreements, prior offers, dealings or trade usage, or any terms communicated by the Customer to SGESCO-MAX. These Terms & Conditions supersede those in any previous form and do not affect the validity of any previous guarantee.

2     QUOTATIONS

SGESCO-MAX may provide a quotation specifically for Goods and/or Services (“Quotation“) which may be in the form of a pre-filled order form. In such case:

1. These Terms & Conditions shall apply to the Quotation.
2. The price of the Goods or Services shall be as set out in the Quotation.
3. Any fees and charges not listed in the Quotation will be in accordance with SGESCO-MAX’ price list as varied from time to time.
4. The Quotation shall remain valid for acceptance by the Customer for thirty (30) days from the date of the Quotation unless otherwise stated on the Quotation, after which it will lapse.
5. The Customer may accept the Quotation and make an order for the Goods described in the Quotation by signing and returning the Quotation to SGESCO-MAX and this shall form a binding contract between SGESCO-MAX and the Customer for the supply of the Goods and Services on these Terms and Conditions.

3     ORDERS

If the Customer has made an order for Goods or Services without there being a Quotation provided by SGESCO-MAX or after varying a Quotation provided by SGESCO-MAX or purported to accept a Quotation after it lapsed (“Order“):

1. The Order is subject to acceptance by SGESCO-MAX.
2. SGESCO-MAX may reject the Order or require such alterations including but not limited to increase or update of the price of the Goods or Services.
3. SGESCO-MAX may accept an Order after all necessary changes have been made and initialled by the Customer by initialling and returning a copy of the final amended Order to the Customer or by other written notification of acceptance to the Customer. In such case the Order shall form a binding contract between SGESCO-MAX and the Customer for the supply of the Goods and Services on these Terms and Conditions.

4     VARIATIONS OR CANCELLATIONS

After the Customer’s acceptance of the Quotation or SGESCO-MAX’ acceptance of the Order:

1. No change in the specification of Goods or Services to be performed shall bind SGESCO-MAX, unless SGESCO-MAX expressly agrees to the change in writing.
2. If a Quotation or Order is for a variety of Goods and/or Services, these cannot be separated nor any aspect deleted other than as expressly agreed by SGESCO-MAX.
3. If the Customer cancels the Order or Quotation after acceptance, the Customer will pay to SGESCO-MAX any loss, damage or expenses incurred by SGESCO-MAX in relation to the supply or proposed supply of the Goods and Services which the Customer acknowledges may be the full contracted price if SGESCO-MAX is unable to stop production or mitigate its loss in another way.

5     CHARGES AND TAXES

1. Unless expressly stated in a Quotation or Order, the price of Goods excludes all freight, transportation, shipping, insurance, packing, crating or casing, storage, handling, demurrage, delivery, export and similar charges, and all sales, goods and services, excise or other taxes, and the Customer shall pay and indemnify SGESCO-MAX for those charges or taxes.  If SGESCO-MAX expressly agrees in writing that the price includes any of these charges or taxes, the price is subject to adjustment for increases in any of those charges or taxes after the date of the Quotation or acceptance of the Order.
2. The Customer must pay all taxes, levies, duties and assessments of every nature due in connection with the Goods and Services supplied and hereby indemnifies and holds harmless SGESCO-MAX from any liability on account of any and all such taxes, levies, duties, assessments and deductions.
3. Where a price or charge is expressed as calculated by reference to hourly rates, the amount quoted is an estimate only and may be varied by SGESCO-MAX if any unexpected complication arises extending the period allocated for the task. Hourly rates are reviewed annually and are available by request.
4. The Customer agrees to pay in addition to the price of the Goods or Services to be provided all hard outlays incurred by SGESCO-MAX such as filing fees, transport, airfares or other charges.  Any outlays quoted in a Quotation or Order shall be an estimate only and the Customer agrees to pay such outlays as actually incurred by SGESCO-MAX.

6     PAYMENT

1. The Customer must pay within thirty (30) days after the date of the invoice issued by SGESCO-MAX. Time shall be of the essence in respect of payment.
2. If payment is not made by the due date for payment, the Customer must pay to SGESCO-MAX on demand interest at the rate of two per cent (2%) per month until paid. This is in addition to and will not affect any other rights of SGESCO-MAX.
3. The Customer is not entitled to set off or withhold any payments to SGESCO-MAX other than as required by law.
4. SGESCO-MAX is entitled to recover from the Customer, in addition to the price, any GST on the supply of the Goods except to the extent that the prices expressly include GST.
5. SGESCO-MAX is entitled to recover from the Customer, in addition to the price all losses, expenses, costs (including legal fees) on an indemnity basis and disbursements, consequent upon the Customer’s failure to pay on the due date, are recoverable from the Customer by SGESCO-MAX as a liquidated debt.
6. Where the Customer has made payment for Goods or Services with a credit card, the Customer acknowledges and agrees that SGESCO-MAX shall be entitled to debit the same credit card for any interest and additional charges payable by the Customer under these Terms & Conditions.

7     DELIVERY

1. SGESCO-MAX will use all reasonable endeavours to deliver the Goods on or before the estimated delivery date agreed by the parties (“Delivery Date“), but:
   (i)     the Delivery Date is subject to extension for any delay caused by strikes, lockouts, war, breakdowns, accidents, delays in transport, fire or any cause beyond the reasonable control of SGESCO-MAX; and
   (ii)    SGESCO-MAX will not be liable for any loss, damage or other liability whether in contract, tort, negligence or otherwise and whether directly or indirectly arising from the Goods not being delivered by the Delivery Date for any reason.
2. The Customer will be charged for all costs related to delivery and such costs will be detailed on the tax invoice provided to the Customer.
3. The Customer must ensure that sufficient access (including road surfaces capable of withstanding heavy loads) is provided at the place of delivery to enable the Goods to be delivered.
4. SGESCO-MAX may, with the agreement of the Customer, deliver Goods to the Customer in instalments and in which case SGESCO-MAX may separately invoice the Customer for payment for each delivery instalment unless otherwise agreed in writing.
5. If SGESCO-MAX is unable to deliver the Goods due to the fault of the Customer then SGESCO-MAX may charge storage fees (and all associated costs) to the Customer.

8     RISK AND PROPERTY IN GOODS

1. For the purposes of the Personal Property Securities Act 2009 (as amended from time to time) (the “PPSA”) “Goods” means any and all present and after acquired goods and services supplied by SGESCO-MAX to the Customer.
2. The Goods shall be entirely at the risk (including loss, damage or deterioration) of the Customer from the time of delivery of the Goods to or pick up by the carrier (the carrier of the Goods shall be taken to be the agent of the Customer even if engaged or paid by SGESCO-MAX).
3. SGESCO-MAX retains full title to the Goods until SGESCO-MAX receives payment in full for the Goods and all other amounts owed by the Customer to SGESCO-MAX.
4. Until all such monies have been paid:
   (i)     SGESCO-MAX has the right to call for or recover possession of the Goods (for which purpose SGESCO-MAX’ employees or agents may enter onto the Customer’s premises) and the Customer must deliver up the Goods if so directed by SGESCO-MAX;
   (ii)    the Customer:
   (A)   agrees that the relationship between the Customer and SGESCO-MAX shall be fiduciary and the Customer must keep the Goods safely, securely and separately stored and marked in a manner which clearly indicates that they belong to SGESCO-MAX;
   (B)   must not resell, encumber or dispose of the Goods;
   (C)   must not mix the Goods with or attach them to other materials or otherwise make them unable to be returned to SGESCO-MAX in their original state;
   (D)   agrees that if, in breach of this clause, the Goods are incorporated with goods of the Customer, the resultant product shall become and be deemed to be the sole property of SGESCO-MAX. If the Goods are incorporated in any way with the property of a party other than the Customer, the resultant product shall become and be deemed to be owned in common by SGESCO-MAX with that other party (or parties) on a pro-rata basis to be calculated by reference to the cost to the Customer of the incorporated materials; and
   (E)   will hold any proceeds (as that term is defined in the PPSA) of any resale, disposal or other dealing with the Goods or any product incorporating the Goods (including sale or supply to a party other than the Customer) in breach of this clause in trust for SGESCO-MAX and must pay the proceeds into a separate fiduciary account to be held in trust for SGESCO-MAX until accounted for to SGESCO-MAX at the demand of SGESCO-MAX.
5. Sub-clause (d) of this clause does not prohibit the Customer dealing with  Goods that are inventory of the Customer in the ordinary course of business of the Customer unless and until such time as SGESCO-MAX shall have given notice to the Customer to return any Goods.
6. To avoid any doubt, for the purposes of the PPSA, it is the intention of the parties by this clause 8 that there is created for the benefit of SGESCO-MAX a Purchase Money Security Interest in the Goods.
7. The Customer agrees that SGESCO-MAX may register any personal property security interest created by these Terms & Conditions on the Personal Property Securities Register and the Customer waives its rights to receive a verification statement (as that term is defined in the PPSA) in respect of any financing statement or financing change statement (as those terms are defined in the PPSA) registered by SGESCO-MAX in respect of any personal property of the Customer. The parties agree that, insofar as the provisions of Chapter 4 of the PPSA are for the benefit of the Customer or place an obligation on SGESCO-MAX, those provisions will apply only to the extent that they cannot be contracted out of or to the extent that SGESCO-MAX otherwise agrees in writing.

9     LIABILITY

The Customer agrees that:

1. the information supplied to SGESCO-MAX for the preparation of a Quotation or as contained in an Order is true and correct and matches the specifications required by the Customer as determined by the Customer after consultation with the Customer’s engineers and contractors and not based on any representations made by SGESCO-MAX or any of its contractors other than to the extent expressly contracted by SGESCO-MAX to give;
2. the Customer must satisfy itself as to the truth and accuracy of and may not rely for any purpose upon, any technical or other advice or information provided by or on behalf of SGESCO-MAX in connection with Goods or the Terms & Conditions other than to the extent expressly contracted by SGESCO-MAX to give;
3. except to the extent prohibited by law, the only remedy of the Customer against SGESCO-MAX for any loss, damage or liability whether in contract, tort, negligence or otherwise of the Customer in connection with the Terms & Conditions, the Goods or Services, SGESCO-MAX’ supply of the Goods or Services or SGESCO-MAX’ failure to supply the Goods or Services to the Customer in accordance with the Terms & Conditions shall be limited to SGESCO-MAX, at its option, replacing or repairing the Goods at the point of manufacture of the Goods or at the point of provision of Goods or re-delivering the Services; and
4. SGESCO-MAX shall otherwise have no liability to the Customer whether in contract, tort, negligence or otherwise.
5. Without limiting the generality of the above, the Customer accepts all liability to third parties including subcontractors and head contractors, principals and other parties which may be affected by the Goods or Services supplied including any delay in delivery of the Goods and Services.  SGESCO-MAX shall not be required to conduct any liaison with or reimburse any expenses claimed by third parties.

10     DEFECTIVE GOODS

1. Without limiting clause 4 of these Terms & Conditions, any Goods returned are only accepted with the prior written approval of SGESCO-MAX and may be subject to a handling/restocking fee.  Returns are subject to the goods being defective or other statutory grounds for return.  Goods which have been specifically manufactured by SGESCO-MAX or altered by the Customer cannot be returned simply because the Customer has changed their mind or requirements.
2. Within three (3) days after the delivery of the Goods the Customer must both complete any inspection or testing required by it to confirm the Goods comply with the Terms & Conditions and notify SGESCO-MAX in writing of the extent to which the Goods do not comply with the Terms & Conditions.
3. The Customer must not use the Goods (other than to the extent reasonably necessary for the inspection and testing) before the Customer completes the inspection and testing and satisfies itself that the Goods comply with the Terms & Conditions, or, if the Customer notifies SGESCO-MAX in writing that the Goods do not comply with the Terms & Conditions, SGESCO-MAX has had a reasonable opportunity to inspect and test the Goods after SGESCO-MAX receives that notice.
4. If the Customer does not comply with clause 10(a), the Customer will be taken to have unconditionally accepted the Goods and the Customer must comply with the Terms & Conditions.

11     PRODUCT WARRANTY

1. SGESCO offers an express warranty on all our Goods under the terms of our Product Warranty Statement available on our website, as amended from time to time.
2. SGESCO’s express warranty is in addition to the Consumer Guarantees under the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth). For Goods which are the subject of Consumer Guarantees, the Customer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. The Customer is also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.

12     CHARGING CLAUSE

1. To secure payment of all monies which are or may become payable by the Customer to SGESCO-MAX under these Terms & Conditions the Customer (or where the Customer is comprised of two or more persons or other entities then each person and other entity jointly and severally) hereby charges as beneficial owner and as trustee of any trust in favour of SGESCO-MAX all the Customers’ right, title and interest in land (held now or in the future) with the due payment of all of those monies. The Customer acknowledges that SGESCO-MAX may register a caveat or caveats over the Customer’s land in respect of this charge.
2. If the Customer is a trustee of any trust:
   (i)     it is bound by these Terms & Conditions and charges the Customer’s land as trustee; and
   (ii)    warrants that it is a proper exercise of the Customer’s authority and power under the trust instrument and at law to trade with SGESCO-MAX and to charge the Customer’s land in accordance with these Terms & Conditions.
3. Upon demand by SGESCO-MAX, the Customer agrees to immediately execute a mortgage or other instrument in terms satisfactory to SGESCO-MAX to further secure the Customer’s indebtedness to the SGESCO-MAX.
4. Should the Customer fail within a reasonable time of such demand to execute such mortgage or other instrument then the Customer appoints irrevocably the credit manager or a duly authorised officer of SGESCO-MAX to be the Customer’s lawful attorney to execute any such mortgage or other instrument.

13     TRUST AND TRUSTEES

Where the Customer is a trustee of any trust:

1. The Customer agrees to produce immediately to SGESCO-MAX a stamped copy of the trust deed (including all amendments) upon written request.
2. The Customer warrants that it has full power and authority to enter into these Terms & Conditions on behalf of the trust and that it shall be bound by these Terms & Conditions both personally and as trustee and clause 12 extends to any land held by the Customer as trustee.

14     DEFAULT, INSOLVENCY AND TERMINATION

If the Customer:

1. commits a substantial breach of the Terms & Conditions including unreasonably refusing to accept any Goods or failing to pay for any Goods, in accordance with the Terms & Conditions; or
2. informs any person it is insolvent, commits an act of bankruptcy, has a bankruptcy petition presented against it, becomes bankrupt, becomes subject to or bound by any arrangement, assignment, composition or moratorium of debts with its creditors, official management, receivership, liquidation, voluntary administration, winding up or other external administration,
   SGESCO-MAX may, without affecting SGESCO-MAX’ other rights:
3. immediately terminate the supply of the Goods or Services, by notice in writing to the Customer;
4. refuse, suspend or withhold any further Goods or Services;
5.  enter upon (personally or by its employees or agents) any premises in the possession or control of the Customer and use reasonable force for the purposes of retaking possession of any of the Goods (title to which has not passed to the Customer), in which case the sale of those Goods will be taken to be terminated and SGESCO-MAX shall have no liability to the Customer whether for trespass, negligence, payment of damages or compensation or otherwise; and/or
6. terminate any credit arrangement with the Customer, by notice in writing to the Customer (in which case outstanding amounts will become immediately due and payable).

15     INTELLECTUAL PROPERTY

1. The Customer acknowledges and agrees that SGESCO-MAX retains all right title and interest in all intellectual property and intellectual proprietary rights associated to the Goods and Services including any designs, drawings, electronics, software and other materials supplied with the Goods and Services.
2. The Customer is not permitted to reproduce, re-distribute, reverse engineer or modify the Goods or any materials in any way except with the written consent of SGESCO-MAX.

16     GOVERNING LAW

The laws of the State of Queensland shall apply to the Terms & Conditions and the parties submit to the jurisdiction of the Courts in the Brisbane CBD.

17     NON-WAIVER

SGESCO-MAX’s failure to exercise any right under the Terms & Conditions or failure to insist on strict performance of any part of the Terms & Conditions does not operate as a waiver and a partial exercise of a right does not preclude any further or fuller exercise of that right.

18     SEVERANCE

If any part of these Terms and Conditions or any related document is or becomes void or unenforceable that part is severed so that all parts which are not void or unenforceable remain in full force and effect and are unaffected by the severance.

19     NOTICES

1. Notices required to be given by the Customer to SGESCO-MAX pursuant to these Terms and Conditions may be delivered to SGESCO-MAX:
   (i)     personally to SGESCO-MAX; or
   (ii)    sent by post to SGESCO-MAX; or
   (iii)   sent by facsimile to SGESCO-MAX,
   at the addresses and facsimile number of SGESCO-MAX’ office as contained in the Quotation or Order subject to change notified in writing from time to time.
2. Notices will be taken as delivered when received by SGESCO-MAX.
3. Notices required to be given by SGESCO-MAX to the Customer pursuant to these Terms and Conditions may be delivered:
   (i)     by post to the Customer’s last known address, and will be taken as delivered on the second business day following posting; or
   (ii)    by facsimile or email to the Customer’s last known facsimile number or email address, and will be taken as delivered at the time and on the date shown in a successful relay transmission report issued by SGESCO-MAX’s machine.