Conditions of Sale
All orders are accepted by RS subject to the Terms and Conditions of Sale set out below:General
All orders for products ("Products") or services ("Services") will be accepted by RS Components Ltd, Taiwan Branch (U.K.) ("RS") subject to these terms and conditions of sale. Any person who places orders for Products or Services with RS ("Customer") is bound by these terms and conditions. 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. The most current version of these terms and conditions can be found at twen.rs-online.com. References to the "RS catalogue" include RS's paper catalogues, RS's website and any other catalogue of products published by RS in any medium.
Descriptions of the Products and Services 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 its catalogue to the extent permitted by law. The advertising of products and services 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.
Products with the format '250xxxxxxx', prefixed with an 'ER', or which are not listed in the paper catalogue, are not stocked by RS.
RS is a business-to-business supplier. The RS catalogue is intended for use by business customers and not for consumers or private individuals.
Prices
The prices of Products and Services are as set out in the RS catalogue that is current at the date of despatch of the Products or provision of the Services. Up-to-date prices can be found at twen.rs-online.com. Products which are not listed in the RS catalogue will be sold at the prices set out in the relevant RS quotation. All prices exclude value added tax. RS reserves the right to change prices without prior notice at any time.
Ordering
RS reserves the right to decline to trade with any company or person and may decline to accept any order.
RS will not substitute an ordered Product for another unless requested by the Customer, or unless the Product has been superseded by the latest version (in which case RS will inform the Customer and the Customer will have an opportunity to cancel prior to despatch).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 confirms telephone, fax or internet orders, the confirmation must be marked 'confirmation only' to avoid duplication. If the Customer orders the wrong Product or quantity, or duplicates orders, clause 12 will apply.
Delivery
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. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.
Times and dates for delivery quoted 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 in the catalogue as requiring special handling may (because of their nature) take longer to deliver.
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.
Inspection, Transit Delays and Non-delivery
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.
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.
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.
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.
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, damages or expenses.
Payment
If RS has not granted credit to the Customer, payment terms are payment in advance of despatch.
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.
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.
Passing of Risk and Property
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.
Product and Availability Information
RS reserves the right to discontinue any Product or to change its design at any time. Unless otherwise confirmed, nothing in the Catalogue is to be taken as a representation of the source of origin, manufacture, or production of any Products or any part of them.
Warranty
For Products: RS warrants that if any Product is defective, it will, at its option, replace or repair the Product or refund the purchase price. This warranty is subject to a claim being notified in writing to RS within 12 months of the date of despatch of the Product, or such other longer period as may be indicated by RS for specific products from time to time to the extent permitted by law.
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 notified 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 to the extent permitted by law.
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.
The Customer must contact RS to notify RS in advance of the return of any Products 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.
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. 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.
Limitations of Use
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.
Liability
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.
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.
If, notwithstanding any provisions of 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 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, shall be limited in the aggregate to NT$1.2m or the total value of the order, whichever is greater, to the extent permitted by law.
Cancellations and Returns
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.
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 returned paperwork);
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 send to the address which required by RS Components.
This returns policy excludes DVDs, videotapes, books, software, calibrated Products, scheduled orders, non-stocked Products, and production packaging format Products.
Services
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.
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.
Rights in the Catalogue
The Customer acknowledges that RS and its licensors own the intellectual property rights in the catalogue, the catalogue content and the stock numbers, and that their whole or partial reproduction without RS's prior written consent is prohibited.
Force Majeure
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.
Anti-Bribery
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.
v. 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;
vi. solicit gifts or other favours from any company or individual that does business with RS, or seeks to do so.
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.
Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.
Any breach of this clause 16 shall be a material breach of this contract which is incapable of remedy.
Privacy and Customer Information
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.
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 onlinehelp.tw@rs-components.com.
The Customer consents to RS disclosing the Customer's name to certain of RS suppliers for market research and commission purposes.
Law and Jurisdiction
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.
