(Version updated 1 September 2021)
RS: means **RS Components Corporation **21/F Multinational Bancorporation Centre6805 Ayala Avenue, Makati City
RS Returns Department: **RS Components Corporation **21/F Multinational Bancorporation Centre 6805 Ayala Avenue, Makati City. RS website: means the RS website at https://ph.rs-online.com/
2.1 All orders for products on the RS website accepted by RS are subject to these terms and conditions . No other terms will apply to the supply of products by RS unless agreed in writing by an authorised signatory of RS or expressly stated otherwise in these terms and conditions.
2.2 All descriptions of the products contained on the RS website or otherwise communicated to any purchaser of such products (the “Customer”) are approximate only and shall not form any part of the contract between RS and the Customer. RS shall not be liable to the Customer for any errors or omissions on the RS website, the RS catalogue or other product advertisement. The advertising of products on the RS website is not an offer capable of acceptance; it merely constitutes an invitation by RS for the Customer to make an offer to purchase products. RS' acceptance of the Customer's order will take place when RS confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between RS and the Customer.
2.3 Products with 10-digit stock numbers starting with '2508…' or '2509…' ("Extended Range" products) are not stocked by RS. Any clauses in these terms and conditions expressly stated to be in relation to Extended Range products will prevail over any inconsistent provisions elsewhere in these terms and conditions .
2.4 These terms and conditions do not apply to export transactions, nor to Product Plus products, to which separate terms and conditions apply.
2.5 RS is a business-to-business supplier. The RS website is intended for use by business customers and not by private individuals acting as consumers (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions shall affect the mandatory rights of a customer who deals as a Consumer.
2.6 The Customer’s particular attention is required for clause12, which sets out certain limitations of RS’ liability.
3.1 The prices of the products are as set out on the RS website. RS reserves the right to change prices without prior notice at any time. Customer is informed that prices and products in the printed hard copy catalogue are subject to change. Up-to-date information can be found on the RS website. In the event of any conflict between prices for any products listed on the RS website and prices listed in the physical catalogue, prices listed on the RS website shall prevail.
3.2 The price of an ordered product will be as set out on the RS website at the time of order acceptance by RS, except for products 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.
3.3 All prices exclude VAT and other applicable local sales taxes, which RS will add at the rate applicable at the date of order acceptance.
3.4 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 in relation to RS' standard stocked products or any other RS offer will not apply to Extended Range products. Extended Range products will be invoiced separately from standard stocked products.
4.1 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, email or facsimile 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 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.
4.2 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.
4.3 The Customer must submit orders using the RS stock numbers and the priced units used on the RS website or in the RS hard copy catalogue and must specify which delivery option is required. Any confirmation of a previous order by the Customer must be marked 'CONFIRMATION ONLY' or otherwise clearly identified as a confirmation to avoid duplication. If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of clause 13 (Cancellation and Returns) will apply.
5.1 Subject to any cancellation, substitution or non-fulfilment of Customer's orders in accordance with clause 4 (Ordering), RS will deliver the products specified in the Customer's order. RS may use third party delivery agents to deliver products to Customers.
5.2 The Customer's delivery options, and the prices for them, are as set out on the RS website at the date of order or will be notified to the Customer at the time of order. Customer is informed that delivery options and prices in the printed hard copy catalogue are subject to change and up-to-date information can be found on the RS website. In the event of any conflict between delivery options and delivery prices for any products listed on the RS website and in the hard copy catalogue, the delivery options and delivery prices listed on the RS website shall prevail.
5.3 Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.
5.4 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. Delivery of products marked in the hard copy catalogue or on the RS website as requiring special handling may (because of the nature of the products) take longer to be delivered.
5.5 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 product has 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.
5.6 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.
5.7 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.
Inspection, Delivery Delays and Non-Delivery
6.1 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.
6.2 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.
6.3 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..
7.1 If RS has not granted credit to the Customer, payment terms are cash with order.
7.2 Credit terms (subject to satisfactory references and at RS's absolute discretion) are available. If credit has been granted, on acceptance of a Customer's order, RS will issue that Customer with an invoice. Such invoice will be sent by email in PDF format, unless otherwise agreed between RS and the Customer. The Customer shall pay the price of the product by the 20th day of the month following the month in which the products are despatched. All payments must be made without any set-off, deduction or counterclaim.
7.3 If any sum is not paid on the due date for payment then, without prejudice to any other right 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 wasted costs incurred by RS to the Customer of £40 for outstanding sums up to £999.99; £70 for outstanding sums between £1,000 and £9,999.99; 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 any 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 January to 30 June 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 orders and/or suspend shipments until payments are made in full.
Risk and Ownership
8.1 In the case of products to be delivered to the Customer's property, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when RS has attempted to deliver the products. In the case of products which the Customer orders to be collected from an RS trade counter, risk of damage or loss to the products shall pass to the Customer at the time of collection.
8.2 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 has been made (in cash or cleared funds). 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 in such circumstance, and to enter any premises of the Customer for that purpose.
8.3 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.
Product and Availability Information
9.1 RS reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any RS catalogue. The most up to date information on the availability and design of the products RS supplies is available on the RS website.
9.2 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.
Warranties and Remedies
10.1 RS warrants that no product purchased from RS is materially defective.
10.2 In the event of any such product being materially defective, and subject to the provisions of clause 5 (Delivery) surrounding defects apparent on delivery, RS will (at its option) replace or repair the product or refund the purchase price.
10.3 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of RS.
10.4 The remedies set out in this clause 10 shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products.
10.5 The availability of the remedies set out in this clause 10 is subject to:
i a claim being made in writing to RS, prior to the return of any defective product, and within 12 months of the original date of despatch, or such other periods as may be indicated by RS for specific products 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); and
ii 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.
10.6 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.
10.7 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 8 (Risk and Ownership), and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
10.8 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.
10.9 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, fitness for purpose).
10.10 The Customer acknowledges that it is responsible for ensuring that the products it orders are fit for the purposes for which it intends to use them.
Export Control and Limitations of Use
11.1 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.
11.2 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.
11.3 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.
11.4 Products sold by RS are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
11.5 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.
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 £10,000 or the total value of the order, whichever is greater.
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.
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 10.
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 product(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 This no fault returns policy excludes software, calibrated products, production packaging products, non-catalogue products, extended range products, specially manufactured products and any products marked as non-cancellable (NC) or non-returnable (NR). 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.
13.7 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.
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 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 fourteen days, RS may cancel the affected order, without any liability to the Customer.
Intellectual Property Rights
15.1 The Customer acknowledges that RS and its licensors own the intellectual property rights in the RS website, the RS catalogues, the catalogue content 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.
16.1 The Customer shall (and shall procure that persons associated with it or other persons who are purchasing goods 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; and
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 these terms and conditions.
16.2 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.
16.3 Any breach of this clause 16 shall be a material breach of these terms and conditions which is incapable of remedy.
17. Data Protection and Customer Information
18.1 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.
18.2 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.
Law and Jurisdiction
18.3 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.
18.4 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/.
18.5 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
18.6 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.
© RS Components Ltd 2021.