Conditions of Sale

3. Ordering

3.1 RS reserves the right to decline to trade with any company or person. RS may decline to accept any order whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or email within a reasonable period of receipt of the order by RS. Further, RS may cancel orders which have been accepted by giving written notice of such cancellation to the Customer. Further, RS may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by RS. If RS rejects or cancels an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.

3.2 RS executes orders to the Customer's requirements but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer’s option) either be put on back order to be fulfilled when RS next has available stock or be cancelled and refunded to the Customer.

3.3 The Customer must submit orders using the RS website stock numbers stating quantity required using the priced units on the RS website and full delivery instructions and country of final destination of the Products.

3.4 To the extent the Customer directs RS to order from a specific supplier (“Directed Supplier”), the Customer warrants and represents it has done all appropriate due diligence of the Directed Supplier to be able to confirm such Directed Supplier is a reputable and regulatory compliant company and, if not for RS’ involvement, the Customer would be legally and commercially able to do business with the Directed Supplier. RS assumes no responsibility for the compliance with regulatory requirements, performance or suitability of the products, which have been procured solely at the direction of the Customer. The Customer agrees to indemnify and hold harmless RS from any liability, penalty, fine or claim which may arise from any products procured from a Directed Supplier. Except as expressly stated in these terms, and to the fullest extent permitted by law, RS does not make any agreement, representation or warranty of any kind in connection with the products procured from a Directed Supplier and shall only transfer or assign to the Customer, or otherwise obtain for the benefit of the Customer, any guarantee or warranty issued by the manufacturer of the products procured from a Directed Supplier to the extent the same is capable of such transfer or assignment or of otherwise being provided. 

4. Delivery

4.1 Subject to any cancellation, substitution on non-fulfilment of Customer’s orders in accordance with clause 3 (Ordering), RS will deliver the products specified in the Customer’s order. RS may use third party agents to deliver products to Customers.

4.2 In the absence of any express provision in the Contract delivery shall be Ex Works (Incoterms EXW) and risk in the products shall pass to the Customer accordingly.

4.3 RS will aim to deliver products in accordance with the times and dates for delivery quoted on the RS website or by RS’ employees (the ‘Quoted Delivery Times’), but Quoted Delivery Times 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.

4.4 If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying RS of such delay, RS will endeavour to ascertain if the products have been delivered and will inform the Customer of the status of the delivery or the new expected delivery time. RS may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable RS may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.

4.5 RS will aim to deliver Extended Range products in accordance with the lead times published for them on the RS website. All such lead times are approximate only, and no other delivery options are available for Extended Range products. RS may, following Customer's order, notify the Customer if RS will be unable to fulfil any order for Extended Range products within that published lead time, and may provide alternative options

4.6 Orders containing Extended Range products where the total value of Extended Range products in any such order is less than £100 are subject to an additional shipping and handling charge as published on the RS website or quoted at the time of order (currently £10 but subject to change from time to time). Orders containing Extended Range products with a total value for Extended Range products in such orders of £100 or more will not be subject to an additional shipping and handling charge. These shipping and handling charges apply per order, irrespective of the number of Extended Range products ordered, and will be levied against the first delivery of Extended Range products under the relevant order.

4.7 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.

4.8 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:(i) effect delivery of the Products by whatever means it thinks most appropriate at the Customer's risk and expense; or (ii) arrange storage of the Products at the Customer's risk and expense; or (iii) by notice in writing, treat the Contract as repudiated

5. Inspection, Delivery Delays and Non-Delivery

5.1 The Customer must inspect the products as soon as is reasonably possible after delivery or collection. The Customer shall, within 30 days of the date of delivery or collection or, in the case of sub-clause iv below, the Quoted Delivery Time or any updated estimated date for delivery, give notice to RS in detail of:

i Any defect in the product that is apparent on reasonable examination. In this case RS shall, at RS's discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;

ii Any shortfall in products delivered. In this case RS shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;

iii Any delivery of products not in accordance with the order. In this case RS shall, at RS's discretion, replace the products or refund the purchase price; or

iv Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case RS shall deliver the undelivered products or refund the price of the undelivered products.

5.2 If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. RS' record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.

5.3 The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order.

6. Payment

6.1 In the absence of any agreement to the contrary, payment shall be made by cash, credit card or sterling bank draft or, if RS agrees, by confirmed irrevocable letter of credit.

6.2 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: (i) is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision ICC Publication No. 500) as the same may be amended from time to time; (ii) is irrevocable and opened or confirmed by a recognised bank in the United Kingdom; (iii) is expressed to be payable at sight in sterling; (iii) is expressed to allow part shipment;(iv) is expressed to have a validity period of not less than 60 days from the date of opening or confirmation; (v) is expressed to have a validity period of not less than 60 days from the date of opening or confirmation;(vi) states that all costs and commissions are for the account of the Customer; (vii) conforms in all respects to the tender and quotation of RS including but without limitation with regard to description of the Products, price and terms of delivery; and(viii) states the origin of the Products to be various.

6.3 If any sum is not paid on the due date for payment then, without prejudice to any other rights or remedy:

i. all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and

ii. RS may apply a compensation charge as an estimate of administrative and other waster costs incurred by RS to the Customer of £40 for outstanding sums up to £999.99; £70 for outstanding sums between £1,000 and £9,999.00; and £100 for outstanding sums of £10,000 or more; and

iii. RS may also charge the Customer interest from the due date until payment is made in full (both before and after judgement) on the amount unpaid at a rate which is 4 per cent. per annum above the European Central Bank base rate as set at 31 December for the period 1 July to 31 December inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive (but at the rate of 5 per cent per annum for any period during which the European Central Bank base rate is below zero per cent.) compounded monthly; and

iv. RS may stop accepting order and/or suspend shipment until payment are made in full. .

7. Ownership

7.1 Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to RS by the Customer on any account has been made. If the Customer is late in paying any sum to RS, then RS shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises RS and its agents to recover any such products and to enter any premises of the Customer for that purpose. 

7.2 Demand for or recovery of the products by RS shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the Products or RS's right to sue for the whole of the price.

8. Product and Availability Information

8.1 RS reserves the right, without prior notice, to discontinue any products or to make design changes as part of its continuous programme of product improvement, or to assist product availability. The most up to date information on the availability and design of the products RS supplies is available on the RS website.

8.2 Unless otherwise confirmed, nothing on the RS website is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.

9. Warranties and Remedies

9.1 For Products: RS warrants that no product is materially defective. In the event of any such product being materially defective, and subject to the provisions of clause 4 (Delivery) surrounding defects apparent on delivery, RS will (at its option) replace or repair the Product or refund the purchase price. 

9.2 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.

9.3 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. 

9.4 The remedies set out in this clause 9 shall be the Customer’s sole remedies for any breach of warranty and in respect of the supply or non-supply of products.

9.5 The availability of the remedies set out in this clause 9 is subject to:

i. a claim being made in writing to RS, prior to the return of any defective product;

ii. the written claim under (i) above being made (a) within 12 months of the original date of despatch, (b) within such other period as may be indicated by RS for specific product from time to time in writing (provided that for certain RS Pro products such period may vary from 12 to 36 months as stated on the RS website), or (c) for single use or disposable products, within such period as to allow for the single use of that product, provided that such product is used before either its labelled expiration date or 12 months of the original date of despatch (whichever is sooner); and

iii. the Customer returning or disposing of the relevant products, or making them available for collection by RS, in accordance with RS's instructions and suitably packaged. In particular, for any returns, the Customer must obtain a returns number from RS and quote this on all paperwork and state the original invoice number in respect of the products and the nature of any claimed defect. 

9.6 Where the Customer returns defective products otherwise than in accordance with these provisions, RS may refuse such products and return them to the Customer at the cost of the Customer.

9.7 Any products which are replaced by RS shall become the property of RS. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 7 (Ownership) and the period of the replacement product's warranty shall be the unexpired period of the defective product’s warranty.

9.8 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products (unless such untrue statement was made fraudulently) other than any remedy set out expressly in these terms and conditions.

9.9 Save as expressly provided in these terms and conditions, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality and fitness for purpose).

9.10 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.

10. Export Control and Limitations of Use

10.1 Certain products sold by RS are subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products

10.2 The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.

10.3 The Customer certifies that products purchased from RS will not be used, sold or incorporated into products used directly or indirectly in the design, development, products on or use of chemical, biological or nuclear weapons, delivery vehicles and systems or in the development of any weapons of mass destructions.

10.4 Products sold by RS are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for use or application in which the failure of a single component could cause substantial harm to persons or property.

10.5 Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are made for internal use by RS only. Such information is provided by RS in good faith based on the information available to it at the time of compilation. RS makes no warranty or representation that such information is up to date or correct and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance upon such information. Use of the information is done at the Customer’s own risk with no recourse to RS. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.

11. No Re-Export to Russia

11.1 The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with these terms and conditions that fall under the scope of The Russia (Sanctions) (EU Exit) Regulations 2019 (“Sanctioned Goods”). 

11.2 The Customer shall undertake its best efforts to ensure that the purpose of clause 11.1 is not frustrated by any third parties further down the commercial chain, including by possible resellers.  

11.3 The Customer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of clause 11.1. 

11.4 Any violation of clauses 11.1, 11.2 or 11.3 shall constitute a material breach of these terms and conditions and RS shall be entitled to seek appropriate remedies, including, but not limited to, RS may stop accepting orders from and/or suspend shipments to the Customer. 

11.5 The Customer shall immediately inform RS about any problems in applying clauses 11.1, 11.2 or 11.3, including any relevant activities by third parties that could frustrate the purpose of clause 11.1. The Customer shall make available to RS information concerning compliance with the obligations under clauses 11.1, 11.2 and 11.3 within two weeks of the simple request of such information. 

11.6 Where RS has reason to believe that any Sanctioned Goods have been sold, exported or re-exported directly into the Russian Federation RS shall be at liberty to notify the relevant UK authorities irrespective of any confidentiality agreement between the parties. 

12. Liability

12.1 Subject to clause 12.3, RS shall not be liable (whether arising in tort (including negligence), contract or breach of any duty or otherwise) for any of the following: (a) indirect or consequential loss or damage; (b) loss of revenue; (c) loss of profits; (d) loss of productivity; (e) loss of production; (f) loss of business or expected future business; (g) economic loss; or (h) damage to reputation or goodwill.

12.2 If, notwithstanding any other provisions in these terms and conditions, any liability attaches to RS, RS's liability to the Customer arising out of or in connection with these terms and conditions or any order whether in contract, tort or otherwise shall be limited in the aggregate to (a) £10,000 or the total value of the order, whichever is greater; or (b) in relation to semiconductors, the purchase price of that semiconductor.

12.3 Nothing in these terms and conditions (including without limitation this clause 12) shall exclude or limit the liability of RS for death or personal injury caused by the negligence of RS or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.

13. No fault Cancellations and Returns

13.1 RS may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to RS recovering from the Customer, the costs incurred by RS and subject to the processing charge provided for in this clause 13.

13.2 In the event of cancellation of part of any order only, 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.

13.3 For Customers other than Consumers, a processing charge may apply in respect of all products returned other than due to defects covered by the warranty at clause 9. 

13.4 Customers may only return Products to RS, and receive a credit or refund or replacement, on the following conditions:

i. The Customer should contact RS to obtain a returns number (to be quoted on all relevant paperwork)

ii. Returns must be made within 30 days of the date of delivery (as stated on the delivery documentation) or collection of such products(s)

iii. Products must be returned to RS in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale

iv. The Customer must follow any specific instructions which appear on the RS website with any product regarding its return to RS;

v. Products must be returned adequately packed and clearly labelled to the RS Returns Department; and 

Vi. The Customer must quote the returns number on the parcel being returned.

13.5 Where the Customer returns products to RS not in accordance with clause 13.4 (i) – (vi) above (for example, after the period for returns has expired or in an unfit state) RS may refuse to accept the return and return the products to the Customer at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing.

13.6 Where the Customer returns products for which payment has been taken, RS will refund the price paid to the Customer as soon as reasonably practicable.

13.7 This no fault returns policy excludes software, calibrated products, production packaging products, non-catalogue products, Extended Range products and specially manufactured products and any products marked as non-cancellable (NC) or non-returnable (NR) or any products procured from a Directed Supplier. In addition, RS will not accept returned ESD sensitive devices where the integrity of the original RS ESD shielding packaging has been compromised e.g. the bag has been opened and resealed or multiple bags have been stapled together.

13.8 RS accepts no responsibility for any loss of or damage to products in transit from Customer to RS where RS has not provided the collection services.

14. Compliance with Laws

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.

15. Force Majeure

15.1 A force majeure event is any event beyond the reasonable control of RS (including but not limited to strikes, pandemic, epidemic, crisis or outbreak, governmental measures, traffic congestion, the downtime of any external line, or RS’s inability to procure materials or articles required for the performance of the contract except at enhanced prices). If RS is prevented or restricted from carrying out all or any of its obligations under these terms and conditions by reason of any force majeure event, then RS shall be relived of its obligations during the period that such event continues and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than 14 days, RS may cancel the affected order, without any liability to the Customer. 

16. Intellectual Property

16.1 The Customer acknowledges that RS and its licensors own the intellectual property rights in the RS website, and the stock numbers, and that their whole or partial reproduction without RS's prior written consent is prohibited.

17. Confidentiality

17.1 The Customer shall not use or disclose any and all information in whatever form, whether in oral, tangible or documented form, that: (a) is by its nature confidential; or (b) the Customer knows or ought to know is confidential; or (c) is designated by RS as confidential, and in each case is disclosed to or otherwise learned, acquired or developed by the Customer in connection with these terms and conditions (or their subject matter).

17.2 This section 16 shall survive termination of these terms and conditions, however arising.

18. Anti-Bribery

18.1 The Customer shall (and shall procure that persons associated with it or other persons who are purchasing goods or services in connection with these terms and conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption (the “Relevant Requirements”) and shall

i not (directly or indirectly) induce any employee, agent or subcontractor of RS to make any concession to or confer any benefit on the Customer, refrain or withhold from doing any act, in return for any gift, money, or other inducement;

ii not do or omit to do any act that will cause or lead RS to be in breach of any of the Relevant Requirements;

iii promptly report to RS any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with these terms and conditions

18.2 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.

19.Data Protection and Customer Information

19.1 Please refer to our Privacy Policy (available here: https://export.rsdelivers.com/content/support/privacy-policy) for more information about how we process your personal data.

20. Miscellaneous 

Assignment

20.1 RS may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms and conditions without the prior consent of the Customer.

Waiver

20.2 No failure or delay by a party to enforce or exercise any right or remedy under these terms and conditions or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of these terms and conditions shall not be deemed to be a waiver of any subsequent breach.

Variation

20.3 No purported variation of these terms and conditions shall be valid unless it is in writing (which excludes email) and signed by or on behalf of each party.

Notices

20.4 Any notice given by one party to another under these terms and conditions shall be in writing, in the English language, delivered by hand, by prepaid first class or special delivery post or registered airmail to the address given at the start of these terms and conditions or communicated by email to LegalNotices@rs.rsgroup.com and in all cases marked for the attention of the relevant party. 

20.5 Notices delivered by hand or by email shall be given on the day of receipt (unless received after 5.00 pm in England in which case they shall be given on the next business day). Notices sent by prepaid first class post or special delivery shall be deemed to have been given two business days after the date of posting and notices sent by by airmail will be deemed given 7 working days after posting. .

Successors and Assigns

20.6 These terms and conditions shall inure to and be binding on each party and its respective successors and permitted assigns.

Law and Jurisdiction

20.7 The contract between RS and the Customer based on these terms and conditions as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the exclusive jurisdiction of the English courts, but RS may enforce the contract in any court of competent jurisdiction.

20.8 Customers who are Consumers may submit any disputes with RS for resolution to the European Commission Online Dispute Resolution platform: https://webgate.ec.europa.eu/odr/.

20.9 If any part of these terms and conditions is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties' express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.

Exclusion of Third Party Rights

20.10 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.