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 THE CNS WEBSITE.
Interpretation
1. In these conditions:
“Customer” or “you” 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.
“Shipped” means when goods are dispatched from our premises by courier or collected directly by the customer or their agent.
“Website” means www.cns.org.au
Quotations
2. 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.
3. Where an exchange rate applies to a quotation, it will be stated on the written quote. Any variation in the rate that is greater or less than 5% will be applied to the quoted price at the time of order confirmation – see Clause 7.
Order Acceptance
4. All PCB manufacturing/assembly orders placed on CNS must 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.
5. CNS will confirm any Purchase Order received with; (i) Order Acknowledgement in writing within 48 hours and a follow-up (ii) Order Confirmation within 7 days of receipt of the customer’s fully supplied information. No comments or rejections by the customer beyond 2 business days of issue of the Order Confirmation will be considered and on which date the Contract for Supply will come into existence.
6. CNS shall not provide a performance bond, performance guarantee or any similar collateral financial contract guaranteeing CNS’s performance of any Services and/or delivery of any Goods under the Contract
7. Orders and Repeat orders are subject to a price review and may differ from the original offer due to cost or exchange rate fluctuations exceeding 5% from the date of Order by the Customer, based on the buy/sell rate of Westpac Bank. The Customer will be notified of any price fluctuation at the time of order acceptance.
Invoicing
8. An invoice will be issued to the Customer and become effective each time goods and/or services are supplied by CNS. Supplied means goods shipped from our warehouse or collected directly by the customer or their agent.
9.1 The Customer must pay to CNS all monies owing for the Goods and Services and associated charges, as set out in any Invoice, Order Confirmation, Acceptance or Other Agreement issued by or on behalf of CNS, unless otherwise agreed in writing.
9.2 CNS Terms for payment for invoices issued to the Customer are 30 days net of issue date unless otherwise agreed in writing.
10. Once commenced, where the supply of goods and services has 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 (proportional to any components supplied by the customer or ordered on behalf of the customer and/or work completed).
Additional Terms
11. The Goods and Services are supplied subject to these Terms and Conditions, which shall prevail over all other conditions of the Customers’ 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.
12. CNS Reserves the right to increase it’s prices to cover any increases dues to:
12.1 changes in Governmental policies on sales tax, duty or any other statutory imposts that may from time to time be imposed for payment or remittance by CNS.
12.2 changes in the Consumer Price Index (CPI)
12.3 changes in freight or other costs directly related to the procurement of the Goods and Services after the confirmation of the Order.
Design Changes and Variations
13. 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 to the cost value of 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
14. 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.
Specified Quality
15. 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.
Delivery
16. 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.
17. CNS shall use its reasonable endeavours to deliver the Goods and/or supply the Services on the Delivery Dates, but any such date is approximate only and based on lead times from the date of receipt of the Order, or, if applicable, design approval.
Cancellation of Order
18. The following conditions are applicable where an order is cancelled 2 business days of issue of the Order Confirmation of receipt of your purchase order:
18.1 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 ordered/pre-purchased components, losses and expenses resulting from the cancellation, modifications or deferment. Losses include and are not limited to a loss of profits.
18.2 Change of mind is not an acceptable reason for an order cancellation.
18.3 Subject to Laws all cancellations are accepted only at the absolute discretion of CNS and any losses incurred or non-cancellable goods ordered will be invoiced to the customers’ account.
Quality of Goods Warranty
19. CNS warrants that on delivery 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 detailing the alleged defects e.g. materials, or in manufacture; and
c) The Customer returns the defective Goods to CNS at the expense of Customer within 30 days of delivery, quoting invoice numbers; then
d) CNS shall warrant any repair for 3 calendar months from the date of delivery of the repaired Goods to the Customer’s premises and shall be limited to parts and labour only.
20. The benefits to the Customer under this Quality of Goods Warranty 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.
21. 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.
Confidentiality
22. Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 22.1
22.1 Each party may disclose the other party’s confidential information only;
22.1.1 to its authorised employees who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure its authorised employees to whom it discloses the other party’s confidential information comply with this Clause 22; and
22.1.2 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
Limitation of Liability
23. Subject to clauses 19 and 20 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.
24. 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:
24.1 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
24.2 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
24.3 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
25. Subject to conditions 19 to 20 inclusive and subject to any statutory rights including under the Australian Consumer Law, CNS gives no further warranties with respect to the Goods or Services supplied to the Customer. All further 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
26. 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
27. 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 force majeure clause 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.
Force Majeure
28.1 The Parties may defer the date of delivery or payment or reduce the amount of Goods ordered, if they are prevented from or delayed in carrying on with their business by acts, events, omissions or accidents beyond their reasonable control which includes without limitation strikes, lock-outs, acts of God, expropriation or confiscation of facilities, any form of Government intervention, war, hostilities, rebellion, terrorist activities, local or national emergency, sabotage or riots, and floods, fires, explosions, pandemics or other catastrophes.
28.2 Neither party shall be held responsible for failure to carry out its duties, if it is directly impacted by a Force Majeure event if the affected party has
28.2.1 taken all reasonable steps to prevent and avoid the Force Majeure event;
28.2.2 taken all reasonable steps to overcome and mitigate the effects of the Force Majeure event as soon as reasonably practicable; and
28.3 On becoming aware of the Force Majeure event promptly informing the other unaffected party in writing that a Force Majeure event has happened, giving details of the event together with a reasonable estimate of the period during which the event shall continue.
Rights in Relation to Title of Goods
29. CNS reserves the following rights in relation to the Title of Goods (a) until all accounts owed by the Customer to CNS are fully paid(b):
(a) ownership of the Goods;
(b) to keep or resell any Goods repossessed pursuant to cl. 29 above.
30. 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.
31. 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”)
32. (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.
Errors or Omissions
33. CNS takes all reasonable care in preparing quotations and orders but is unable to accept any responsibility for any errors or omissions, in its quotation or in the plans, drawings or specifications you provide to us for the purpose of quoting. It is your responsibility to carefully check and confirm all items, quantities and measurements before placing an order. Where CNS accepts any order placed, unless specifically agreed otherwise, it does so on the basis that you bear full responsibility for ensuring the accuracy of all items, quantities and measurements and that they comply with any plans, drawings or other specifications provided.
Risk on Delivery
34. The risk in the Goods passes to the Customer upon delivery. The Customer will be responsible for ensuring any delivered goods are insured and the Goods are kept in good condition and indemnifies CNS against any damage to or loss of the goods, however caused, after delivery until all monies are paid to CNS for the Goods.
Payment Terms
35. Payment terms are 30 days net, or as agreed in writing 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.
Collection/Legal Charges
36. 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.
Default Interest
37. 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.
Excess Components
38. 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.
Abandoned Goods
39. If you fail to collect your order or fail to accept delivery of your order as agreed or within a reasonable time afterwards, then, subject to applicable laws, CNS may invoice you any amounts owing for the Goods, where CNS is not reasonably able to return the Goods to stock or resell them.
Entire Agreement
40. These terms and conditions, together with CNS policies are available on its website (including its returns and refunds policy), apply to the exclusion of all other terms and conditions, including any terms and conditions contained in any purchase order or other document provided by you, the customer. In the event of any inconsistency between those documents, these terms and conditions will take precedence. Where CNS accepts your order, it does so on the basis of these terms and conditions and any clarifications, such as inclusions and exclusions, included in its quote, unless expressly provided otherwise in writing.
Data Protection
41. Both parties will comply with all applicable requirements of the Australian Privacy Act 1988 (“Privacy Act”). This Clause 41 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Privacy Act.
Applicable Law
42. The supply of the Goods and Services by CNS to the Customer is governed by the laws and courts of New South Wales.
Notices
43. Any notice given to a party under or in connection with the Contract shall be in writing and shall be communicated via email.
No Waiver
44. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
45. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
Severance
46. If any provision of the Contract (or part of any provision) is found by any court or other authority or competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to be part of the Contract and the validity and enforceability of the other provisions of the Contract shall not be affected.
Governing Law and Jurisdiction
47.1 The Contract and any dispute or any claim arising out of or in connection with its subject matter shall be governed by and construed in accordance within the laws of New South Wales, Australia.
47.2 The Parties agree that the courts of New South Wales, Australia shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.
Dispute Resolution
48.1 In the event of a dispute between the Parties, the senior management of both Parties shall meet within 15 calendar days of one being notified by the other that a dispute exists and shall, in good faith, attempt to negotiate a resolution to the dispute.
48.2 If the Parties are unable to resolve the dispute as outlined in Clause 48.1, the dispute shall be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) arbitration rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.
48.3 Nothing in this section shall prevent the Parties from seeking any injunctive or equitable relief by a court or a competent jurisdiction.
Privacy
49. CNS will comply with the Australian Privacy Principles. A copy of the CNS Privacy Statement Policy is available on our website.
Version 3.3 – 1st July 2023