Terms and Conditions of Sale
(Version updated October 2025)
All orders are accepted by RS subject to the Terms and Conditions of Sale set out below:
Definitions
Privacy Policy: means the RS privacy policy available at https://twen.rs-online.com/web/content/about-rs/articles/privacy
RS: means RS Components Ltd, Taiwan Branch (U.K.), 8F.-2, No.1, Zhongzheng Rd., Tucheng Dist., New Taipei City 23670, Taiwan.
RS website or RS catalogue: means the RS website at https://twen.rs-online.com/web/, and includes RS’s paper catalogues and any other catalogue of products published by RS in any medium.
1. General
1.1 All orders for products ("Products") or services ("Services") and all contracts for the supply of products or services made between RS and the purchaser of such products or services (the “Customer”) are subject to these terms and conditions of sale. No other terms will apply to the supply of Products and Services by RS unless agreed in writing by an authorised signatory of RS. RS reserves the right to amend these terms and conditions at any time.
1.2 Descriptions of the Products and Services on the RS website and/or in the RS catalogue or otherwise communicated to the Customer are approximate only and shall not form any part of the contract with the Customer. RS shall not be liable to the Customer for any errors or omissions in the RS website and/or RS catalogue to the extent permitted by law. The advertising of products and services on the RS website or in the RS catalogue is not an offer capable of acceptance, it merely constitutes an invitation by RS for the Customer to make an offer.
1.3 Where applicable, Products with 10-digit stock numbers starting with '250xxxxxxx' (“Extended Range”) are not stocked by RS. Any clauses in these terms and conditions of sale expressly stated to be in relation to Extended Range products will prevail over any inconsistent provisions elsewhere in these terms and conditions of sale.
1.4 RS is a business-to-business supplier. The RS Products and Services are intended for use by business customers and not by private individuals acting as consumers (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a Consumer.
1.5 The Customer’s particular attention is required for clause 12, which sets out certain limitations of RS’ liability.
2. Prices
2.1 The prices of the Products and Services are as set out on the RS website or as otherwise communicated. RS reserves the right to change prices without prior notice at any time. Customer is informed that the most up to date price and product information can be found on the RS website. In the event of any conflict between prices for any products listed (i) on the RS website; and (ii) in the any physical catalogue, brochure, or other marketing/product communication; prices listed on the RS website shall prevail.
2.2 The price of an ordered Product or Service will be confirmed at the time of order acceptance by RS, except for products or services ordered for delivery at a future specified date (“Forward Orders”). The price for Forward Orders may be varied by RS after the date of order acceptance by written notice to the Customer.
2.3 The prices of Extended Range products are as set out on the RS website, unless agreed in writing with an authorised representative of RS. Discounts given by RS (if any) in relation to RS' standard stocked products or any other RS offer will not apply to Extended Range products. Extended Range products may be invoiced separately from standard stocked products.
3. Ordering
3.1 RS reserves the right to decline to trade with any company or person and may decline to accept any order.
3.2 RS will not substitute an ordered Product for another unless requested by the Customer, or unless the Product has been superseded by the latest version (in which case RS will inform the Customer and the Customer will have an opportunity to cancel prior to despatch). If the Customer places telephone, fax or internet orders, the subsequent written confirmation must be marked 'confirmation only' to avoid duplication. If the Customer makes an error in any order, such as ordering the wrong Product or quantity, or duplicates orders, clause 13 (Cancellations and Returns) will apply.
3.3 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 RS will aim to deliver Products in accordance with the Customer's order. The Customer's delivery options, and the prices for them, are set out on RS's website or will be notified to the Customer at the time of order. RS may use third party delivery agents to deliver products to Customers. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.
4.2 Times and dates for delivery quoted on the RS website or in the RS catalogue or by RS's employees 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. Delivery of Products marked on the RS website and/or in the RS catalogue as requiring special handling may (because of their nature) take longer to deliver. In the event of any conflict between delivery options and delivery prices for any products listed: (i) on the RS website and (ii) in the RS catalogue or any other medium; the delivery options and delivery prices listed on the RS website shall prevail.
4.3 If any delivery is late, the Customer must notify RS, and RS will endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. If a revised delivery time is not acceptable RS may also, at its discretion, offer an alternative delivery option. RS may notify the Customer if RS will be unable to fulfil any order for non-stocked Products within the published lead time, and will provide alternative options. These are the Customer's exclusive remedies for late delivery.
5. Inspection, Transit Delays and Non-delivery
5.1 The Customer must inspect all Products as soon as reasonably possible after delivery and shall, within 10 days of delivery or, in the case of (iv), the due date for delivery, give written notice to RS of:
i. Any defect in a Product that is apparent on reasonable examination. In this case RS shall, at RS's discretion, replace the Product 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.
iv. Any non-delivery of the Products. In this case RS shall deliver the undelivered Products or refund the price of the undelivered Products.
5.2 If any defect in a Product cannot be discovered on reasonable examination, the Customer shall, within 10 days of discovery, give written notice to RS of the defect. In this case RS shall, at RS's discretion, replace the Product or refund the purchase price.
5.3 If the Customer fails to give any such notice, the Customer will be deemed to have accepted the relevant order as being delivered in accordance with the Customer's instructions and to have accepted the Products as being free from all apparent defects. In the case of (iv), the Customer shall, within 10 days of delivery, give another written notice to RS of any defect, shortfall or delivery not in accordance with the order, and its remedies and consequences of failure to give any such notice set out above shall apply under such circumstances.
5.4 The remedies set out above are the Customer's exclusive remedies in the circumstances described in this clause 5. RS shall not be liable for any other losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
6. Payment
6.1 If RS has not granted credit to the Customer, payment terms are payment in advance of despatch.
6.2 Credit terms (subject to satisfactory references and RS's absolute discretion) are available. If credit has been granted, the Customer must pay in accordance with the credit terms agreed. All payments must be made without any set-off, deduction or counterclaim.
6.3 If any sum is not paid on the due date for payment:
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;
ii. The Customer will be liable to pay all expenses and legal costs (including attorneys' fees) incurred by RS in relation to obtaining or seeking to obtain an appropriate remedy; and
iii. RS may charge the Customer interest calculated on the unpaid amount and accrued during the period from the due date until payment is made in full (whether before or after judgement) at the rate of one per cent per month, compounded monthly from the first anniversary of the due date.
7. Passing of Risk and Property
7.1 Risk of loss of or damage to the Products shall pass to the Customer on delivery. Ownership of the Products shall not pass to the Customer until all sums due to RS from the Customer for those Products have been received by RS, and until that time RS shall be entitled to the immediate return of all Products if the Customer is late in paying any sum to RS. The Customer authorises RS and its agents to enter any premises of the Customer and to recover the Products for that purpose.
8. Product and Availability Information
8.1 RS reserves the right to discontinue any Product or to change its design at any time. 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 in writing, nothing on the RS website or in any RS catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
9. Warranty
9.1 For Products: RS warrants that if any Product is materially defective, it will, at its option, replace or repair the Product or refund the purchase price. This warranty and the availability of any remedy set out in this clause 9 is subject to:
i. a claim being notified in writing to RS, prior to the return of any defective product; and
ii. the written claim under (i) above being made (a) within 12 months of the original date of despatch of the product by RS, or (b) within such other longer period as may be indicated by RS for the specific product from time to time to the extent permitted by law (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 by RS (whichever is sooner).
9.2 For Services (if applicable): 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 notified in writing to RS within 12 months of the date of the invoice, or such other period as may be indicated by RS for specific Products from time to time, to the extent permitted by law.
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. The Customer must deal with the defective Products in accordance with RS's instructions.
9.4 The Customer must contact RS to notify RS in advance of the return of any Product(s) and obtain a returns number, to be quoted on all paperwork. Returned Products must be accompanied by an advice note stating the invoice number and the nature of the defect. Where the Customer does not return Products in accordance with this clause 9, RS may refuse such Products and return them to the Customer at the Customer's cost.
9.5 The remedies set out above shall be RS's sole liability and the Customer's sole remedy for any breach of warranty and in respect of the supply of Products and/or Services. Save as expressly provided in these terms and conditions, all implied warranties, terms and conditions concerning the supply of Products and/or Services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). RS will not be liable to the Customer for any loss, damage or liability which arises out of the breach of implied warranties, terms or conditions or breach of any other duty of any kind imposed on RS by operation of law.
9.6 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 Australia, United Kingdom, United States of America, European Union and other countries (“Export Laws”). The Customer shall comply with all 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 Australia, United Kingdom, United States of America, 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, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
10.4 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.
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 so 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 above 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 above, 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 or 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 To the extent permitted by law, RS shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the RS technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.
12.2 RS shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with:
i. any express or implied terms of the contract between RS and the Customer, or of any order accepted by RS;
ii. any duty of any kind imposed on RS by law; or
iii. any defect in the Products or Services.
iv. intellectual property rights infringement; or
v. any other loss whatsoever arising out of these terms and conditions of sale.
12.3 If, notwithstanding any provisions of these terms and conditions including without limitation clauses 9 (Warranty), 10 (Export Control and Limitations of Use) and 12 (Liability), 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 in respect of one or more of:
i. any express or implied terms of the contract between RS and the Customer, or of any order accepted by RS;
ii. any duty of any kind imposed on RS by law; or
iii. any defect in the Products or Services;
iv. intellectual property rights infringement; or
v. any other loss whatsoever arising out of these terms and conditions of sale,
shall be limited in the aggregate to (a) NT$1.2m or the total value of the order, whichever is greater, or (b) in relation to semiconductors, the purchase price of that semiconductor, each to the extent permitted by law.
13. Cancellations and Returns
13.1 The Customer may not cancel orders once accepted by RS. RS may allow an order to be cancelled at its discretion, subject to RS recovering from the Customer the costs incurred by RS. If only part of an order is cancelled, RS may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched prior to cancellation compared to the quantity ordered.
13.2 The Customer may only return Products to RS, and receive a credit or refund, on the following conditions:
i. The Customer must contact RS in advance and obtain the prior consent of RS and obtain a returns number (to be quoted on all paperwork relating to those returned Products);
ii. Return must be made within 30 days of the date of delivery (as stated on the delivery documentation). Products must be returned with official invoice to RS in their original packaging and in a condition which will enable them to be immediately fit for re-sale.
iii. Products must be adequately packed and dispatched freight prepaid, clearly labelled and sent to the address which is required by RS.
13.3 Products accepted for return will be credited at invoice value. RS will apply a handling charge of 10% of invoice value (excluding tax) or NT$400 (excluding tax), whichever is higher.
13.4 Where the Customer returns products to RS not in accordance with this clause 13 (for example, after the period for returns has expired or in an unfit state) RS may: (i) refuse to accept the return and the products will be returned to the Customer at the Customer's expense; or (ii) apply a handling charge which relates to the actual cost to RS of reprocessing.
13.5 This returns policy excludes DVDs, videotapes, books, software, calibrated Products, scheduled orders, non-stocked Products, production packaging Products, non-catalogue products, Extended Range Products, specially manufactured Products, any Products marked as non-cancellable (NC) or non-returnable (NR), and any Products procured from a Directed Supplier.
13.6 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. Services
14.1 RS offers calibration Services in respect of Products. RS may quote a turnaround time target for these Services, but will be under no liability if it fails to comply with such target.
14.2 RS will check the Product for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are traceable to national standards. RS will issue a dated and signed certificate of testing, which gives details of the measurements made. If RS has to carry out more than the minor adjustments appropriate to a normal recalibration routine, RS will either return the Product to the Customer or (following Customer's acceptance of RS's further quotation and receipt of the appropriate order) will repair the Product before further Calibration.
15. Rights in the Products, Website and Catalogue
15.1 The Customer acknowledges that RS and its licensors own the intellectual property rights in the RS website and RS catalogue, the content of the same and the stock numbers, and that their whole or partial reproduction without RS's prior written consent is prohibited.
15.2 RS does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.
16. Force Majeure
16.1 A force majeure event is any event beyond the reasonable control of RS (including strikes, traffic congestion, the downtime of any external line, or RS's inability to procure services, 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 by reason of any force majeure event, then RS shall be relieved 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 or cancel the whole or any part of these terms and conditions, without any liability to the Customer.
17. Anti-Bribery and Prevention of Fraud
17.1 The Customer shall (and shall procure that persons associated with it or other persons who are purchasing goods or services in connection with this contract shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the UK Bribery Act 2010 (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 the Customer in connection with the performance of this contract;
iv. have and maintain in place throughout the term of this contract its own policies and procedures, including, but not limited to, adequate procedures to ensure compliance with the Relevant Requirements and shall promptly supply copies of or provide access to such policies on request from RS.
17.2 The Customer is informed that:
i. RS employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with RS or seeks to do so;
ii. RS employees are not permitted to solicit gifts or other favours from any company or individual that does business with RS, or seeks to do so.
iii. Entertainment of RS employees 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.
17.3 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.
17.4 The Customer shall act in good faith and must not engage in, facilitate, or otherwise participate in any form of fraudulent activity in connection with these terms and conditions. The Customer shall take reasonable precautions to prevent fraud in line with applicable law. RS may stop accepting orders and/or suspend shipments immediately if the Customer is found to have engaged in fraudulent conduct intended to benefit themselves or a third party. Upon request, the Customer shall cooperate fully with any audit, review, or investigation into actual or suspected fraud that could impact RS’s compliance with applicable laws, including the Economic Crime and Corporate Transparency Act 2023.
17.5 Any breach of this clause 17 shall be a material breach of this contract which is incapable of remedy.
18. Privacy and Customer Information
18.1 RS is part of an international group of companies. 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. RS and other members of the group may disclose, on a confidential basis, the Customer's and its employees' details to organisations working on behalf of RS anywhere in the world for the proper fulfilment of orders.
18.2 RS may send to the Customer and its’ employees details of other products and services offered by the group that may be of interest. If the Customer or its employees do not wish to receive details of these other offers, or wish to amend or correct their details, then they should contact the Customer Service Department by phone on 0800 088 238, by fax on 0800 088 218 or by email on TWEnquiry@rs.rsgroup.com
18.3 The Customer consents to RS disclosing the Customer's name to certain of RS suppliers for market research and commission purposes.
19. Law and Jurisdiction
19.1 The contract between RS and the Customer as applicable to each Customer order shall be governed by and interpreted in accordance with the Republic of China Law and the Customer submits to the non-exclusive jurisdiction of the Republic of China Courts, but RS may enforce the contract in any court of competent jurisdiction.