Conditions of Sale


  1. All quotations ("Quotation") by Southern Generators & Electrical Pty Ltd ("SGH") also trading as SG Energy Power Products and JCB Generators Australia are subject to the following provisions, which apply to all orders unless expressly excluded or varied in the Quotation.
  2. A Quotation is not an offer to sell and may be withdrawn or modified without notice. Any order placed based on a Quotation is not legally binding on SGH until it is accepted in writing.
  3. "Products" refer to all SG Energy and JCB branded products available for sale by SGH/SG Energy Power Products.
  4. "Conditions" refer to these conditions of sale.
  1. The Purchaser must submit orders for Products in writing to SGH or SG Energy. Orders must include the order date, quantity, product descriptions, specifications (if any), a delivery date, and the Purchaser's contact details.
  2. SGH reserves the right to reject orders within five (5) business days of receipt by providing written notice to the Purchaser.
  3. SGH is not liable for any losses incurred due to order rejection or non-response.
  4. Orders not rejected within five (5) business days of receipt may not be cancelled without SGH's written consent, and SGH reserves the right to charge for work-in-progress and disbursements up to the cancellation date.
  5. If JCB modifies product specifications after an order is placed, the modified specifications will apply, and the Purchaser will be responsible for any price adjustments.
  6. If the agreement between JCB and SGH terminates, SGH is not obliged to fulfil orders not yet delivered to the Purchaser, and the Purchaser won't be compensated for such cancellations.
  1. Exchange Rate Fluctuations: All quotations are subject to fluctuations in the official AUD/USD exchange rate. Any variation of 1.5% or more in the AUD/USD exchange rate within 30 days of the quotation date shall, at the supplier's (SGH/SG Energy) discretion, invalidate the quotation.
  2. Exchange Rate Review: Acknowledging that currency exchange rates may fluctuate, both parties agree that, during invoicing, the selling price may be adjusted by the supplier (SGH/SG Energy) to account for fluctuations in the AUD/USD exchange rate. The quoted selling price for products affected by foreign exchange rate fluctuations, such as the engine and alternator package or other items specified in this agreement, shall initially depend on the AUD/USD exchange rate at the contract's execution. This initial rate remains subject to review if and when the review threshold, as defined in section (c), is triggered. The review process shall continue until the final invoice is settled by the customer.
  3. Threshold for Review: To initiate a review, the official AUD/USD exchange rate must fluctuate by more than 1.5% from the contract execution date.
  4. Review Process: Should such fluctuations exceed the specified threshold from the contract execution date to the product delivery, at the discretion of the supplier, both parties shall promptly engage in a review process to assess the impact on the selling price. The review shall consider the most current exchange rate data from reputable financial sources, applying a simple calculation that considers the percentage variation of the exchange rate applied to the selling price of the affected items.
  5. Final Agreement: Any agreed-upon adjustments will be documented in writing and incorporated into the invoice. Both parties shall consider the matter resolved upon mutual consent regarding the adjusted selling price.
  1. Products are delivered to the Purchaser's premises unless otherwise agreed in writing. Transport and freight costs are the Purchaser's responsibility and are due when payment for the products is due.
  2. Possession of products is deemed to occur upon delivery or collection by the Purchaser or on their behalf.
  3. Delivery times start from SGH's acceptance of an unconditional order and receipt of final engineering details. SGH makes reasonable efforts to meet delivery dates but is not liable for delays.
  4. Unless specified otherwise, prices quoted do not include installation and handling costs. Site handling and installation costs are charged separately.
  5. If services like water, electricity, etc., are needed for installation, the Purchaser must provide them at their expense.
  6. If installation or commissioning is delayed, additional costs resulting from the delay may be charged to the Purchaser.
  7. If work must be carried out in stages or outside normal working hours, additional costs incurred may be charged to the Purchaser.
  8. If the Purchaser fails to accept delivery within 14 days, the Products are considered delivered and at the Purchaser's risk. SGH is not responsible for storage, insurance, or care of the Products after this period.
  1. Products must be purchased at the quoted price and payment terms specified in Item 1 of Schedule 1, including banking and collection charges, without deductions.
  2. If delivery or installation is delayed at the Purchaser's request or due to circumstances beyond SGH's control, the full contract amount will be invoiced on the original delivery or completion date.
  3. SGH may change payment terms and require full cash payment.
  1. Unless stated otherwise, prices are exclusive of GST, and SGH may increase prices by the GST amount.
  1. Risk passes to the Purchaser upon delivery or collection. The Purchaser must insure the goods during the period between delivery and title transfer.
  2. Title doesn't transfer until the full purchase price for the Products is received in cleared funds.
  3. The Purchaser must store Products clearly identified as SGH's property and allow SGH to retake possession if needed.
  4. SGH has a security interest in the Products and proceeds, which secures all amounts owed by the Purchaser.
  5. If Products are used in new products, the Purchaser holds SGH's interest in the new products in trust until all payments are made.
  6. SGH's rights are not affected by delays, and it may recover possession of the Products.
  7. SGH has the right to enter premises to recover Products and may charge the Purchaser for any incurred costs.
  8. Certain sections of the Personal Property Securities Act 2009 (Cth) are excluded.
  9. The Purchaser waives the right to notice under the PPSA.
  10. SGH may resell Products if the Purchaser fails to make payments or requests cancellation, with compensation for any losses.
  1. The Purchaser doesn't acquire any rights to SGH's or JCB's intellectual property.
  2. The Purchaser can't modify JCB Products or remove trade marks, warnings, or instructions without SGH's consent.

The Purchaser indemnifies SGH from liabilities, losses, damages, and costs resulting from:

  1. Failure to display safety markings or provide safety manuals as required by law.
  2. Other negligence or breaches.
  3. Compliance with the Purchaser's instructions.
  1. SGH must honor the warranty as described in Schedule 2.
  2. SGH excludes implied warranties and liabilities, with no obligation, duty, or liability for Products.
  1. No rights under these Conditions are waived without written notice.
  2. Waivers don't prejudice rights for subsequent breaches.
  3. Failure to enforce any clause doesn't waive that clause.
  1. Notices can be delivered by hand, courier, mail, email, or fax.
  2. Notice is considered given as specified in Item 3 of Schedule 1.
  1. SGH may vary these Conditions by written notice at any time, but changes won't apply to existing orders.
  1. Invalid or unenforceable clauses will be amended to the minimum extent needed for validity, and the remaining provisions will remain in effect.
  1. Disputes may be referred to mediation or arbitration if not resolved amicably.
  1. These Conditions are governed by the law of the State of Victoria, and the parties submit to the jurisdiction of the Courts of Victoria.
  1. Neither party is liable for delays due to Force Majeure.
  2. If delays exceed 120 days, either party may cancel orders.
  3. Force Majeure is defined as events beyond a party's control but does not include the lack of funds.
  1. These Conditions are binding on the parties and their successors, trustees, and insolvency administrators.
  2. Neither party may assign their rights or obligations under these Conditions without written consent.
Schedule 1
Payment Schedule – Standard Items (Supply Only) Amount
Deposit/Award of Contract 20%
Payable prior to dispatch/delivery 80%
Payment Schedule – Custom Build Equipment (Supply Only) Amount
Deposit/Award of Contract 20%
Design Approval, Commence Production 20%
Completion of Factory Acceptance Testing 30%
Delivery of Goods to Site 20%
Successful Completion of Site Testing/Commissioning 10%
Payment Schedule – Custom Build Equipment (Supply & Install) Amount
Deposit/Award of Contract 20%
Design Approval, Commence Production 20%
Completion of Factory Acceptance Testing 30%
Delivery of Goods to Site 20%
Successful Completion of installation works & Site Acceptance Testing/Commissioning 10%
Payment for the services rendered under this contract shall be due within 14 days from the date of the invoice, unless otherwise specified in writing. The Parties acknowledge that adherence to the payment schedule is crucial to maintaining the project timeline. Both Parties agree that any delay in payments beyond the stipulated 14-day period may result in delays to the project schedule, at the discretion of the service provider.

SG Energy
November 2023

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