Conditions of Sale
All orders are accepted by RS subject to the Terms and Conditions of Sale set out below:
- All orders for products ("Products") or services ("Services") will be accepted by RS Components Corporation ("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. Customer's purchase order is solely for the purpose of requesting delivery dates, quantities and shipping destinations and instructions. Any provision of Customer's purchase order (or other documents and communications) which is in any way inconsistent with or in addition to the terms and conditions contained herein shall not become part of the contract between RS and Customer or otherwise be binding on RS unless expressly agreed to in writing by 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 ph.rs-online.com. These terms and conditions, as may be amended from time to time by RS, constitute the entire agreement of the parties with respect to the subject matter hereof and cancel and supersede all prior communications, representations, understandings, agreements and course of dealings. References to the "RS catalogue" include RS's paper catalogue, 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. 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' or prefixed with an 'ER' are not stocked by RS (the "Extended Range"). Any provisions relating to the Extended Range will prevail over any other inconsistent provisions.
- 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 are exclusive of prevailing tax and delivery charges. RS reserves the right to change prices without prior notice at any time. Please visit ph.rs-online.com to view the latest prices and prices for all quantities.
- RS reserves the right to decline to trade with any company or person and may decline to accept any order.
- RS may substitute an ordered Product where the Product has been superseded by the latest version. If the Customer confirms fax, email 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.
- Unless otherwise specified, each tender or quotation given by RS will remain valid for 30 days. A tender or quotation may be withdrawn by RS at any time before acceptance by RS of any order placed with RS.
- 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. Lead times for the Extended Range are published on the RS website and 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 will be made to the Customer's usual business address as stated in it's order, 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. 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. RS may notify the Customer if RS will be unable to fulfil any order for Extended Range Products within the published lead time, and may provide alternative options, if available. These are the Customer's exclusive remedies for late delivery.
- Where the Products are to be delivered by installments 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 specifically agreed with the Customer.
- 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:
- effect delivery of the Products by whatever means it thinks most appropriate at the Customer's risk and expense; or
- arrange storage of the Products at the Customer's risk and expense; or
- by notice in writing, treat the contract as repudiated.
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:
- 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.
- 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.
- 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.
- 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.
- 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.
- The remedies set out above are the Customer's exclusive remedies in the circumstances described in paragraphs (i) to (iv) above. RS shall not be liable for any losses (consequential or otherwise), damages or expenses howsoever caused, whether due to the negligence or otherwise of RS or its servants, agents or sub-contractors.
- If RS has not granted credit to the Customer, payment terms must be made in advance prior to delivery in the following modes:
- credit card / debit card
- bank transfer
- cheque payment (cheque must be cleared before delivery)
- Credit terms (subject to satisfactory references and RS's absolute discretion) are available. If credit has been granted, the standard credit term is 30 days from invoice date. All payments must be made without any set-off, deduction or counterclaim. If any withholding tax is to be deducted from the payment, the Customer must issue a creditable withholding tax certificate to RS.
- In the absence of any written agreement to the contrary, payment shall be made:
- telegraphic transfer with all bank charges borne by the Customer and within the period specified in the invoice; or
- credit card; or
- Philippine Pesos cheque drawn on a bank in the Philippines with the order; or in the currency stated on the invoice; or
- if RS agrees, by domestic standby letter of credit from a reputable bank;
- If any sum is not paid on the due date for payment:
- 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 bank's interbank offered rate + 1% per month.
- RS may charge the Customer any legal charges incurred if we are unable to retrieve the unpaid amount and this has to be sent for legal proceedings.
- suspend delivery of the Products or Services under that and any other contract for as long as the default continues; and
- treat that and any other contract as repudiated by the Customer; if the Customer fails to pay any such unpaid amount within fourteen days of notice by RS.
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.
- 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.
- 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.
- Any products 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 the unexpired period of the defective product's warranty.
- 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, merchantable 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 or for any negligence. 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.
- 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, 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:
- any express or implied terms of the contract between RS and the Customer, or of any order accepted by RS;
- any duty of any kind imposed on RS by law; or
- 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
- any express or implied terms of the contract between RS and the Customer, or of any order accepted by RS;
- any duty of any kind imposed on RS by law; or
- any defect in the Products or Services, shall be limited in the aggregate to PHP8,000,000 or the total value of the order, whichever is greater.
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:
The Customer shall be liable for any loss or damage of the Products until they are delivered to RS and RS shall not be obligated to give any credit or refund if the foregoing conditions are not compiled with.
- The Customer must contact RS in advance and obtain the prior consent of RS and (if available) obtain a returns number (to be quoted on all returned paperwork);
- Return must be made within 30 days of the date of delivery (as stated on the delivery documentation); see clause 12.4 where returns are made after this period. Products must be returned to RS in their original, unopened packaging and in a condition which will enable them to be immediately fit for re-sale.
- Products must be adequately packed and dispatched freight prepaid by Customer, clearly labelled, to RS Components Corporation, 21/F Multinational Bancorporation Center ,6805 Ayala Avenue, Makati City Philippines 1226
- Products accepted for return will be credited at invoice value. RS will apply a restocking fee of 20% of invoice value or S$10 whichever is higher for Products returned within 30 days of the date of delivery. For Products returned 30 days or more after the date of delivery, prior approval must be given by RS and, if approved, RS will apply a restocking fee of 30% of invoice value or S$15 whichever is higher, otherwise, RS will refuse delivery and return the products at the Customer's expense.
- This returns policy excludes DVDs, videotapes, books, software, calibrated Products, non-catalogue Products, shelf-life products and production packaging format Products, and also excludes Products that do not meet the condition specified in clause 12.2.(ii). 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.
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.
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.
Compliance with Laws
- 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 16.1, including legal fees on a solicitor / client basis.
- 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 control, re-export, sanctions, embargoes and denied persons regulations 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 15.2.
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:
- 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;
- not do or omit to do any act that will cause or lead RS to be in breach of any of the Relevant Requirements;
- 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;
- 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.
The Customer is informed that 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;
- 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 agreement which is incapable of remedy.
Data Protection 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 products and services to the Customer. In addition RS may 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) for the purpose of proper fulfilment of orders and RS' obligations under these terms and conditions of sale.
- RS may send to the Customer and its employees details of other products and services offered by its 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 RS Marketing Department either in writing at RS Components Corporation, 21/F Multinational Bancorporation Center,6805 Ayala Avenue, Makati City Philippines 1226, by fax on: +632 888 4034 / 4035 / 4036, by or by email to marketing.PH@rs-components.com.
- 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.
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 Philippines law and the Customer submits to the non-exclusive jurisdiction of the Philippines courts, but RS may enforce the contract in any court of competent jurisdiction.