TERMS and CONDITIONS
NOTE TO CUSTOMER – THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE BY CNS AT ANY TIME. CNS MAY GIVE NOTICE TO THE CUSTOMER OF SUCH CHANGES AT ANY ADDRESS HELD FOR THE CUSTOMER (INCLUDING AN EMAIL ADDRESS) OR BY PUBLISHING THE CHANGED TERMS AND CONDITIONS ON ITS WEBSITE
1. In these conditions:
“Customer” means any entity, including an incorporated or unincorporated business or an individual (and where the context permits its employees, agents and subcontractors) who acquires Goods or Services from CNS.
“Goods” means the products supplied by CNS to the Customer.
“CNS” means CNS Precision Assembly ABN 29 388 533 606
“Services” means the services supplied by CNS to the Customer.
“Website” means www.cns.org.au
- The Customer must pay to CNS all monies owing for the Goods and Services and associated charges, as set out in any invoice, order, agreement or tender document issued by or on behalf of CNS, unless otherwise agreed in writing.
3. An invoice will be issued to the Customer each time goods and/or services are supplied by CNS. Where the supply of goods and services have not been completed by each month end, or at such other stage of a particular supply when CNS reasonably determines it is appropriate to do so, a progress invoice may be issued to the Customer.
4. The Goods and Services are supplied subject to these Terms and Conditions, which shall prevail over all other conditions of the Customer’s order to the extent of any inconsistency, and which shall not be varied or waived unless agreed by CNS in writing. These Terms and Conditions apply whether or not the Customer has an account with CNS.
- All quotations are valid for a period of 30 days from the date of issue. CNS reserves the right to review quoted prices and terms after the expiry of 30 days, or in the event of any change to job specifications.
Where an exchange rate applies to a quotation, it will be stated on the written quote. Any variation in the rate that is greater than 2% rise or fall will be applied to the quoted price at the time of order acceptance.
- All initial orders placed on CNS will be accompanied by the Bill of Materials, the latest version of the PCB design (Gerber file), the required product build quality standard, pick and place files (where applicable and test procedures. CNS will confirm order acceptance in writing with an Order Confirmation.
All repeat orders are subject to a price review and may differ from the original offer due to cost or exchange rate fluctuations. The Customer will be notified of a price fluctuation at the time of order acceptance.
- All changes in design or product manufacturing specifications are to be advised in writing to CNS. CNS will review the changes and advise the Customer of any change in the cost the ordered item. Upon written Customer acceptance of any change in the cost, CNS will issue an Engineering Change Notice (ECN) as confirmation of the acceptance of the change.
Customer Supplied Inventory and Documentation
- All components and documentation supplied by the Customer (at their cost) shall be checked by CNS for quantity and description upon receipt at CNS’s premises and any discrepancies reported to the Customer within 5 business days of the receipt.
- Where the Customer does not supply a written quality specification or a qualified golden sample upon order placement, then CNS will apply IPC-610-E Class 2 as the default quality standard.
- The Customer will specify any special requirements for handling, storing, processing or conveying their products upon order placement. All delivery charges including but not limited to transport, loading, unloading and handling incurred by CNS will be charged to the Customer, unless otherwise stated in the Order Confirmation.
Cancellation of Order
11. No order may be cancelled, modified or deferred without the prior written consent of CNS, which is at the absolute discretion of CNS. Such consent is subject to CNS being reimbursed for all losses and expenses resulting from the cancellation, modification or deferment. Losses include and are not limited to a loss of profits.
12. CNS will replace any Goods if:
a) CNS is satisfied that the Goods were defective in materials or in manufacture at the time of delivery of the Goods to the Customer; and
b) The Customer gives notice to CNS at the address shown on the front of the invoice or other delivery documentation or at the address otherwise notified to the Customer, within 7 days of receipt of the Goods, of the alleged defects in materials or in manufacture; and
c) The Customer actually returns the Goods to CNS at the expense of the Customer within 30 days of delivery, quoting invoice numbers.
The benefits to the Customer under this Replacement Policy are in addition to and are subject to any other rights and remedies which the Customer may have. If the Australian Consumer Law applies, the goods come with guarantees which cannot be excluded and which entitle the Customer to a refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. If the Australian Consumer Law applies you are 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.
Limitation of Liability
13. Subject to clauses 6 and 8 of these Terms and Conditions, and to the extent permitted by the Australian Consumer Law, the Customer has no claim against CNS for any damages whatsoever arising out of the purchase or the use of the Goods.
14. Assuming that the Goods or Services sold by CNS are not for personal, domestic or household purposes, CNS’s liability under any guarantee or warranty, whether express or implied by the Australian Consumer Law or other relevant legislation is limited to:
(i) in the case of goods, any one or more of the following:
a) the replacement of the goods or the supply of equivalent goods;
b) the repair of the goods;
c) the payment of the cost of replacing the goods or of acquiring equivalent goods;
d) the payment of the cost of having the goods repaired; or
(ii) in the case of services:
a) the supplying of the services again; or
b) the payment of the cost of having the services supplied again; or
(iii) in the case of a monetary claim in respect of goods;
a) the cost of replacing the goods;
b) the cost of obtaining equivalent goods; or
c) the cost of having the goods repaired, whichever is the lowest amount.
Exclusion of Warranties
15. Subject to conditions 6, 7 and 8, and subject to any statutory rights including under the Australian Consumer Law, CNS gives no warranties with respect to the Goods or Services supplied to the Customer. All warranties are excluded except where they are expressly given in writing by CNS, or except to the extent that any implied warranty cannot be excluded by law.
Use of Goods
16. The Customer indemnifies CNS against any claim whatsoever arising from the Customer’s improper use of the Goods, and any breach by the Customer of its obligations under this Agreement.
No Liability for Delay
17. Subject to any statutory rights including under the Australian Consumer Law, CNS will not be liable for any delivery delay or any non-delivery attributable to transport delays, unavailability of Goods or other products, lockouts, holiday periods, or any other cause whatsoever which is outside the control of CNS. Where part delivery of goods is made, payment will be made for those goods which are delivered.
Rights in Relation to Goods
18. CNS reserves the following rights in relation to the Goods until all accounts owed by the Customer to CNS are fully paid:
(a) ownership of the Goods;
(b) to enter the Customer’s premises (or the premises of any associated company or agent or third party where the Goods are located) without liability for trespass or any resulting damage and retake possession of the Goods; and
(c) to keep or resell any Goods repossessed pursuant to (b) above.
If, before all accounts owing by the Customer to CNS are fully paid, the Goods are resold or products manufactured using the Goods are sold by the Customer, the Customer shall hold such part of the proceeds of any such sale as represents the invoice price of the Goods in a separate identifiable account as the beneficial property of CNS and shall pay such amount to CNS upon request. Notwithstanding the provisions above CNS shall be entitled to maintain an action against the Customer for the full purchase price of the Goods.
Personal Property Securities Act (Cth) (“PPSA”)
19. (a) The retention of title to the Goods by CNS until they are paid for, or the sale of any goods by CNS to the Customer on consignment, may create a Security Interest in the Goods. All terms in this clause have the meaning given in the PPSA; and “PPSA” includes all amendments to, regulations under, and legislation associated with, the Personal Property Securities Act.
(b) At the request of CNS, the Customer shall promptly execute any documents, provide all necessary information and do anything else required by CNS to ensure that any Security Interest which may be created under these Terms and Conditions in the Goods or their proceeds is enforceable, perfected and otherwise effective under the PPSA, and has priority over all other security interests in the Goods. CNS is authorised by the Customer to register its Security Interest in respect of the Goods in the PPS Register at any time.
(c) The Customer waives its rights under all sections of the PPSA which are referred to in Section 115 of the PPSA, to the extent permissible by law.
(d) The Customer waives its right to receive a notice of PPSR registration under Section 157 of the PPSA.
(e) CNS may in protecting its security interests rely on any rights which it has under statute or under this Agreement, in its discretion.
Risk on Delivery
20. The risk in the Goods passes to the Customer on delivery. The Customer must keep the Goods insured and in good condition and indemnifies CNS against any damage to or loss of the goods, however caused, after delivery.
- Payment terms are as agreed between CNS and the Customer and as outlined in an invoice. Payment to be made by EFT directly into CNS’s nominated bank account, without deduction or discount.
Insolvency of Customer
22. In addition to non-payment by the Customer or other breach of these Terms and conditions, the Customer will also be in breach of these Terms and Conditions if the Customer becomes insolvent or passes a resolution concerning its bankruptcy, administration, receivership, or liquidation, or enters into any form of external administration.
23. The Customer agrees that if the account is not paid by the due date, the account may be lodged with a mercantile agent for recovery, and in such circumstances the applicant will bear an account surcharge of minimum 5% to cover the agent’s commission. In addition, the applicant agrees to bear all legal costs and disbursements incurred in the recovery of the debt.
24. CNS may charge interest on any overdue amount at a rate equivalent to 3.0% p.a. above the business overdraft interest rate of its principal banker, as determined and calculated by CNS. Such interest will be payable on demand by CNS and for so long as it remains unpaid will compound on a monthly basis.
- At the point of cessation of a product build due to end of life, obsolescence, or order cancellation then the excess components held by CNS will be invoiced to the Customer at cost plus 10%.
26. The supply of the Goods and Services by CNS to the Customer is governed by the laws and courts of New South Wales.
27. These Terms and Conditions are not affected by any time or indulgence granted to the Customer by CNS.
28. CNS will comply with the Australian Privacy Principles. A copy of the CNS Privacy Statement and Policy is available on request.
Vsn 2.2 October 2022