1.       DEFINITIONS & GENERAL

a)       “PMS", “we”, “us”, “our”, “the Company” refers to Precision Manufacturing Solutions Limited or any associated division or Incorporation. “The Customer", “you”, “your” refers to the individual or entity using the service of Precision Manufacturing Solutions Limited.

b)       “Goods or work carried out” shall mean any associated product or service produced, compiled or provided by PMS in accordance with the Customer’s instructions/order.

c)       Those Terms and Conditions and any other agreement with PMS can only be varied by PMS’ express acceptance in writing.

2.       ACCEPTANCE

a)       Any order received by PMS from the Customer and/or use of this account shall constitute acceptance of these terms & conditions

3.       PRIVACY ACT INDEMNITY

a)       The Customer warrants that all information provided to PMS has been collected in accordance with the principles of the Privacy Act 1993 and that any third party has authorised the use or disclosure of any personal information in any way deemed necessary by PMS for the purpose of carrying out the service requested by the Customer. The Customer further undertakes to indemnify PMS against any claims arising from any action taken by itself on the Customer’s behalf.

4.       NEW ACCOUNTS

a)       A Customer wishing to open a credit account must furnish such information as may be requested by the Company and the Company may make a search with a credit reference agency. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or reduce or suspend any credit limit at any time.

5.       QUOTATIONS & PAYMENT TERMS

a)       All quotations provided by PMS are GST exclusive and may be increased by the same where applicable.

b)       All quotations (online, by email or over the phone/fax) are valid for a period of 30 days.  Any quotation not accepted in writing within 30 days from the date of the quotation will be subject to confirmation from PMS.

c)       In the event that a product or service is quoted at an incorrect price due to a typographical error or error in pricing information received from our suppliers, PMS shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. PMS shall inform you via fax or email when orders are refused due to errors.

d)       Prices are based on the exchange rates on the date of quotation; changes in the exchange rates will be reflected in the final material price and invoices.

e)       All accounts shall be payable on completion of the work carried out by PMS.  Where PMS has been contracted to supply materials and/or components, PMS may request payment for all or part of the materials and components as set out in the quotation prior to the commencement of the order.

f)        Where credit facilities have been granted by PMS, all accounts shall be paid no later than the 20th of the month following either date of invoice or completion of the required services, whichever is the earlier. Interest may be charged on overdue accounts at the rate of 1.5% per month at PMS’ discretion.

g)       If PMS is prevented from completing an order through any delay or fault of the Customer, or any other reason outside PMS control, then PMS may, at their discretion, invoice the Customer for work done to date and such invoice shall be payable in accordance with the normal payment terms between the parties.

h)       No payment shall be withheld for any disputed portion of an invoice/account unless full written details of the disputed portion are sent to PMS (within seven days of receipt of Invoice) along with full documentation in support of the withheld portion.

i)         Any expenses, costs or disbursements incurred by PMS in recovery or attempted recovery of moneys outstanding Including debt collection agency fees and solicitor’s costs shall be paid by the Customer.

j)         Ownership of the Goods shall not pass to the Customer until PMS has received in full (in cash or cleared funds) all sums due from the Customer to PMS for those Goods.

k)       Until ownership passes to the Customer, the Customer acknowledges that these Conditions create, in the Company’s favour, a PPSA purchase money security interest in the Goods and any proceeds of their sale. The Customer must hold the Goods on a fiduciary basis as the Company’s bailee, insure the Goods against all usual risks to full replacement value, not pledge or allow any lien, charge or other interest to arise over Goods, and store each delivery of Goods separately, clearly identified as the Company’s property and in a manner to enable them to be identified and cross referenced to particular invoices where reasonably possible. The Customer may use or sell Goods in the ordinary course of business, provided that the Customer will be agent for PMS in any sale if Goods are sold.

l)         However any such agency will only extend to the obligation to account for proceeds. The Customer will not be bound by any contract between the Customer and the Customer’s purchaser. The Customer must account to PMS for that part of the proceeds of any such sale which equates to the price of the Goods and shall hold that amount in a separate bank account on trust for PMS. The Customer will hold on trust for PMS in a separate bank account any insurance monies received by the Customer for Goods owned by the Company.

m)     The Company’s rights as an unpaid seller will not be affected by PMS retaining title to Goods.

n)       If any payment for Supplies is not received in full by the due date, or the Customer becomes bankrupt, passes a resolution for winding up or a court shall make an order to that effect, or a receiver or administrator is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Customer shall not sell, use or part with possession of the Goods, and PMS shall be entitled, without previous notice and without prejudice to the Company’s other remedies, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.

o)       If the Goods are mixed, processed or used so that they lose their identity or are irrevocably incorporated in, mixed with or applied to other goods to make another item, then ownership of the Goods will pass to the Customer, however a portion of proceeds of sale of any such item equivalent to the cost for the unpaid Goods remains in trust for PMS until payment for the Goods is made in full.

p)       PMS shall be entitled without notice to terminate or suspend any credit arrangement with the Customer In the event of:

1. the Customer defaulting in any term or condition herein; or
2. the Customer’s actions, statements or conduct repudiates the contract by making it clear it does not intend to perform its obligations under it.

q)       In either event all monies owing by the Customer to PMS shall be immediately due and payable notwithstanding that the time(s) for payment is yet to arrive.

r)        PMS shall be entitled at any time during the continuance of this credit arrangement (if approved) to request such security or additional security as PMS shall in its discretion think fit and shall be entitled to withhold supply of any services or credit arrangements until such security is provided by the Customer.

6.       MATERIAL STANDARDS

a)       PMS reserve the right to reject any substandard materials or components supplied by the Customer and shall not be liable for any defective materials nor their effect on the final product.

b)       For turn-key and partial turn-key PCBA orders, where PMS has been contracted to supply materials and/or components, PMS will purchase materials based on part numbers and descriptions on the provided Bill of Materials. If there is any availability issue, PMS shall suggest substitutions and ask for the Customers approval.

7.       ALTERATION OR CANCELLATION OF INSTRUCTIONS

PMS shall be entitled to re-quote any good or service where the instructions are varied by the Customer and/or charge for any variation at PMS’ price ruling at date of dispatch.

Once accepted, no order may be cancelled or reduced without the prior written agreement of a director of the Company.

Cancelled orders are subject to any costs incurred by PMS up to the time of cancellation.  Any partial work, or remaining parts, will be returned to the Customer.

8.       DELIVERY AND RISK/INSURANCE OF GOODS

a)       Delivery shall be deemed complete when PMS gives possession of the goods to a carrier for delivery to the Customer, or as the Customer has directed. PMS shall not be liable for any loss or damage whatever due to failure by PMS to deliver the goods (or any of them) promptly or at all. PMS reserves the right to deliver the goods by instalments and each instalment shall be deemed to be a separate contract subject to the same conditions as the main contract. Failure by PMS to deliver one or more instalment shall not entitle the Customer to repudiate the main contract.

b)       Risk shall remain with Customer at all times and the Customer should ensure the Goods are satisfactorily insured whilst the goods are at PMS’ premises or in transit.

9.       RECEIPT AND RETURN OF GOODS

a)       All goods must be carefully checked upon receipt. Please check all goods are correct in name, colour, quantity, size, length, finish, and free of faults, etc.

b)       PMS will repair or replace, at its discretion, any defective workmanship attributable to PMS if the goods are not in accordance with the Customer’s order and returned within 30 days from receipt of the goods. PMS shall be at liberty to decline or refuse such a return, as it thinks fit and no claims will be accepted once goods have been converted in any way.

10.   LIABILITY

a)       PMS shall not be liable for:

1. Any delays or other causes beyond its control; or
2. Any minor variation In product specifications including but not limited to colour or design, which may occur from time to time; or
3. Any loss of profits; or
4. Any consequential, Indirect or special loss; or
5. Damage, injury, cost or loss of any kind arising directly or Indirectly from any breach of PMS’ obligations to the Customer however occurring including any negligence on the part of PMS.

b)       Where PMS is liable to the Customer, unless otherwise agreed in writing between PMS and the Customer, the maximum cost of any liability of PMS to the Customer however arising shall not exceed the lesser of:

1. The contract price; or
2. The value of the goods or service which are the subject of the claim.

11.   LEGAL CONSTRUCTION

a)       All Contracts shall be governed by and interpreted in accordance with New Zealand law and the Customer submits to the jurisdiction of the New Zealand Courts and Courts able to hear appeals from those Courts, but the Company may enforce such Contract in any court of competent jurisdiction.

12.   FORCE MAJEURE

a)       The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under these Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.

13.   GENERAL

a)       Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions and the remainder of such provision shall not be affected. Failure by the Company to enforce or partially enforce any provision of these Conditions will not be constrained as a waiver of any rights under these Conditions.