All orders are accepted by RS Components Ltd ("RS") subject to the Export Terms and Conditions of Sale set out below:1. General
1.1 In these terms and conditions: Catalogue means the current RS catalogue of Products (international edition), including the RS paper catalogue, RS website and any other catalogue of Products published by RS in any medium; Contract means a contract for the supply of Products made between RS and the Customer; Products means the goods supplied by RS; and Services means the services supplied by RS.
1.2 All orders for Products and Services, and all Contracts, are accepted by RS subject to these terms and conditions. No other terms will apply to the supply of Products and Services by RS, or any Contract, unless agreed in writing by an authorised signatory of RS. RS reserves the right to amend these terms and conditions at any time. The most current version of these terms and conditions can be found at rs-export.com.
1.3 All descriptions of the Products and Services contained in the Catalogue or otherwise communicated to the Customer are approximate only, and shall not form any part of the Contract. RS may correct any errors in the Catalogue without liability to the Customer.
1.4 These terms and conditions do not apply to transactions within the UK, for which separate terms and conditions exist.
2.1 The advertising of products and services in the Catalogue, and any tender or quotation issued by RS, is not an offer capable of acceptance, it merely constitutes an invitation by RS for the Customer to make an offer.
2.2 All orders placed with RS must be in writing, and may be placed by post, facsimile transmission or other electronic means and are subject to acceptance by RS. RS reserves the right to decline to trade with any person, and RS may decline to accept any order.
2.3 The Customer must submit orders stating: stock numbers; quantity required using the priced units in the Catalogue; full delivery instructions including choice of carriage by air or surface; and country of final destination of the Products.
3.1 The price of the Products and Services shall, subject to the following, be as set out in the Catalogue.
3.2 All prices are subject to alteration by RS by notice to the Customer not less than 15 days before the estimated date of delivery of the Products. The Customer may, within seven days of RS's notice, cancel its order by notice to RS, in which case neither party shall be under any further liability under any Contract insofar as it relates to such Products or Services.
3.3 Additional costs shall be as set out in these terms and conditions, unless agreed otherwise by the parties in writing in the Contract. References to Incoterms shall be to the version in force at the time RS accepts the order.
3.4 Unless agreed otherwise by the parties in writing in the Contract, the prices in the Catalogue are ex-works and exclude the cost of packing and value added tax (VAT).
3.5 The Customer shall also be responsible for:
3.6 Where delivery of Products or Services takes place within the United Kingdom, VAT will be charged at the standard rate, even if the Products or Services are claimed to be for subsequent export. Where delivery of Products or Services is made to another European Union member state, VAT will not be charged providing an EC VAT registration number is held on RS's records. If the Customer is unregistered, VAT must be charged at the standard rate applicable. Where a supply of Products or Services is made outside the European Union, VAT will be zero-rated provided the conditions of VAT Notice 703 apply
3.7 RS shall, at the request of the Customer, provide to the Customer a proforma invoice in respect of the Products or Services. RS shall for these purposes estimate the price and additional costs applicable to the sale of the Products or Services without prejudice to the other provisions of this clause 3.
4.1 In the absence of any agreement to the contrary, payment shall be made by cash, sterling bank draft or sterling cheque drawn on a bank in the United Kingdom with the order or, if RS agrees, by confirmed irrevocable letter of credit.
4.2 Where payment is agreed to be by letter of credit, no order of the Customer shall be deemed to be accepted by RS until RS has received, in a form acceptable to RS, a letter of credit which:
4.3 Without prejudice to any other rights or remedies of RS, any failure by the Customer to pay any amount on its due date for the payment shall entitle RS to:
5.1 In the absence of any express provision in the Contract:
5.2 The date for delivery will be set out in the Contract. If no dates or periods are specified in the Contract, delivery shall be made when the Products are available for despatch. Dates for delivery are approximate only and RS shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.
5.3 Where the Products are to be delivered by instalments over a period, the instalments will be reasonably apportioned at RS's sole discretion taking into account, so far as is reasonably practicable, delivery dates requested by the Customer. Each instalment shall constitute a separate Contract. In any event RS may at its option elect to effect partial delivery of any Products unless otherwise stated to the contrary in the Contract.
5.4 If the Customer does not take delivery of the Products or give RS adequate delivery instructions then RS may without prejudice to any of its other rights or remedies:
6.1 RS will replace or repair free of charge Products lost or damaged in transit prior to delivery provided that:
6.2 Following notification of the claim, the Customer shall give RS a reasonable opportunity to examine the relevant Products.
6.3 The Customer shall not be entitled to reject the Products by reason only of short delivery.
7.1 Any cancellation, part cancellation or alteration of an order will only be accepted on written agreement with RS, the terms of which will cover the expenses incurred by RS. In the event of part cancellation, RS may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
7.2 If the Customer fails to give information to RS necessary for RS to comply with the Contract or if the Customer otherwise delays the progress of the Contract, RS shall be entitled to recover from the Customer any extra costs incurred.
The property in the Products shall not pass to the Customer until all sums due or owing to RS by the Customer on any account have been paid, and until payment the following provisions shall apply:
9.1 RS reserves the right without prior notice to discontinue Products or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the validity period of the Catalogue.
9.2 Unless otherwise confirmed, nothing in the Catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
10.1 For Products: RS warrants that if any product is defective, it will replace or repair the Product or refund the purchase price. This warranty is subject to a claim being made in writing to RS within 12 months of the original date of despatch, or such other longer period as may be indicated by RS for specific Products from time to time in writing.
10.2 For Services: RS warrants that if any Service is defective, it will, at its option, either rectify the Service or supply to the Customer free of charge a substitute Product in place of the defectively serviced Product. This warranty is subject to a claim being made in writing to RS within 12 months of the date of the invoice, or such other periods as may be indicated by RS for specific Products from time to time.
10.3 These warranties shall not apply to any defect which arises from improper use, failure to follow the Product instructions, or any repair or modification made without the consent of RS. The Customer must return or dispose of the Products, or make them available for collection by RS, in accordance with RS's instructions. If returned they must be suitably packaged and, where relevant, returned in accordance with any particular instructions which RS may have notified to the Customer at the time of supply.
10.4 Returned Products or parts must be accompanied by an advice note stating the original invoice number in respect of the Products and the nature of any claimed defect, together with such further information as RS may at the time of supply have stipulated. Where the Customer returns Products otherwise than in accordance with these warranty provisions, RS may refuse such Products and return them to the Customer at the cost of the Customer.
10.5 Any Products or parts which are replaced by RS shall become the property of RS. Title to replacement Products shall pass to the Customer on delivery, and the period of the replacement Product's warranty shall be calculated from the date of despatch of the defective Product.
10.6 The remedies set out above shall be RS's sole liability and the Customer's sole remedy for any breach of warranty. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) are excluded to the fullest extent permitted by law. RS will not be liable to the Customer for any loss of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on RS by operation of law. The Customer acknowledges that it is responsible for ensuring that the Products and Services it orders are fit for the purposes for which it intends to use them.
11.1 RS shall not be under any liability for damage, loss or expenses resulting from the failure to give advice or information or the giving of incorrect advice or information (including, without limitation, advice or information given or not given by or through the RS technical information facility) whether or not due to its negligence or that of its employees, agents or sub-contractors.
11.2 Save as otherwise expressly stated in these terms and conditions, in no event shall any breach of any express or implied terms of the Contract, or any order accepted by RS, or any other duty of any kind imposed on RS by law arising out of or in relation to the Contract or order, or in respect of any defect in the Products or Services, give rise to any liability for:
11.3 RS's liability (if any) to the Customer for a breach of any express or implied terms of the Contract, or any order accepted by RS, or any other duty of any kind imposed on RS by law arising out of or in relation to the Contract or order, or in respect of any defect in the Products or Services, shall be limited to a sum equal to the price of the Products paid by the Customer to RS under the Contract.
11.4 Products sold by RS are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
The Customer may only return Products to RS, and receive a credit or refund, on the following conditions:
12.1 This returns policy excludes software, calibrated products, Production packaging products, non-catalogue products, Extended range products and specially manufactured products. RS accepts no responsibility for any loss of or damage to products in transit from Customer to RS or for any items received by RS with them.
Without prejudice to RS's other rights and remedies, if the Customer breaches any provision of these terms and conditions or any provision of the Contract, or is adjudicated bankrupt, or has a receiving order made against it, or has a receiver or administrator appointed of all or any part of its assets or undertaking, or has a petition presented to it or a resolution passed to wind it up, or in the opinion of RS is unable to pay its debts as they fall due, then:
14.1 The Customer shall observe all laws, regulations and requirements imposed in relation to the Products and the sale, labelling and storage of them in the jurisdiction in which the Customer or Products are situated, and shall indemnify RS against all actions, claims, costs, demands and expenses incurred or suffered by RS arising out of the breach by the Customer of this clause 14.1.
14.2 The Customer shall not knowingly sell to any buyer who is on, or who will supply the Products to any other person who is on, the US Denials List or any other embargoes or sanctions list. The Customer shall comply with all applicable export controls and shall comply with any applicable RS policy in force from time to time (if there is any conflict between the two, the export controls shall prevail). The Customer acknowledges that it is the Customer's sole responsibility when exporting the Products to any other country or jurisdiction to ensure that the Customer complies with all applicable laws and regulations. The Customer shall indemnify RS against all actions, claims, costs, demands and expenses incurred or suffered by RS arising out of the breach by the Customer of this clause 14.2.
The Customer acknowledges that RS owns the copyright in the Catalogue, and that its whole or partial reproduction without RS's prior written consent is prohibited.
16.1 Supplier shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with this agreement shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:
16.2 Supplier is informed that RS employees are not permitted to:
16.3 Entertainment is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that RS's employees, agents or contractors, can reciprocate.
16.4 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.
16.5 Any breach of this clause 16 shall be a material breach of this agreement which is incapable of remedy.
RS will not be in breach of its contract with the Customer for any delay in performing, or failure to perform, its obligations under these terms and conditions if that delay or failure was due to any cause or circumstance beyond RS's reasonable control or by its inability to procure services, materials or articles required for the performance of the Contract except at enhanced prices. In these circumstances, RS may at its sole option delay the performance of, or cancel the whole or any part of, the Contract without liability to the Customer. In particular, although RS will use reasonable endeavours to deliver back orders by the date stated by RS, RS shall not be held responsible for any delay in the delivery of such orders.
Any notice to be given by one party to another shall be in writing and sent or delivered to the address of the recipient party (as from time to time notified) by facsimile transmission, in which case it will be deemed received when sent; or by hand (including courier), in which case it will be deemed received when delivered; or by airmail, in which case it will be deemed received 7 working days after posting. All notices shall be in the English language.
This Agreement shall be governed by and construed in accordance with English law. The Customer submits to the non-exclusive jurisdiction of the High Court of England and agrees that any legal proceedings against RS shall be brought only in the High Court of England. RS may bring legal proceedings against the Customer in any court of competent jurisdiction.
20.1 RS is part of an international Group of companies owned by Electrocomponents plc and is registered as a data controller under the Data Protection Act. Any member of this Group may keep and use personal details of the Customer and its employees for the purposes of providing services to the Customer. In addition RS may need to disclose the Customer's and its employees' details to organisations working on behalf of RS anywhere in the world (for example, credit reference agencies, mailing houses and call centres).
20.2 RS may send to the Customer and its employees details of other products and services offered by the Group that may interest the Customer. If the Customer or its employees do not want to receive details of these offers then they should contact the Applied Technologies Inc. (ATI) either in writing at Caspian Business Center II, 2nd Floor, 40 Jafar Jabbarli Street, Baku, AZ1065, Azerbaijan, faxing them on 994 (12) 596-2276, telephoning them on 994 (12) 596-2247, 994 (12) 596-2104, 994 (12) 498-0959 or emailing them on firstname.lastname@example.org
20.3 The Customer consents that RS may use the name of the Customer by disclosing it to certain RS suppliers for market research and commission purposes