Definitions and interpretation
In these terms and conditions, unless the context otherwise requires, the following definitions shall apply:
"Business Day" means a day (other than a Saturday, a Sunday or a public holiday) on which clearing banks are open for all normal banking business in the city of London;
"Commencement Date" means the date when RS will start supplying the Services to the Customer;
"Conditions of Sale" means:
(i) in respect of core products, RS’s standard terms of sale from time-to-time, as set out at https://uk.rs-online.com/web/generalDisplay.html?id=aboutRS%2Fterms-conditions-of-sale; or
(ii) in respect of Product Plus products, RS’ standard terms of sale for Product Plus, as set out at https://uk.rs-online.com/web/generalDisplay.html?id=i%2Fpptc;
“Customer” shall be as defined in the Framework Agreement;
“Incremental Growth Target” means the target for incremental growth set out in Appendix 2;
“Industrial Vending Machine” means each industrial vending machine delivered to the Customer by or on behalf of RS pursuant to the Services;
"Maximum Inventory" means the maximum quantities of Products supplied by RS to the Customer to be held by the Customer in the RS VendStock® Store, as specified in Appendix 1 (to be updated or amended by RS from time to time);
"Minimum Inventory" means the minimum quantities of Products supplied by RS to the Customer to be held by the Customer in the RS VendStock® Store as specified in Appendix 1 (to be updated or amended by RS from time to time);
"Products" means those products belonging to RS and/or its affiliates specified in Appendix 1 to be supplied to the Customer pursuant to these terms and conditions and to be held by the Customer in the RS VendStock® Store (as amended or updated by RS from time to time);
"RS VendStock® Store" means the industrial vending machine(s) provided by RS to the Customer for the receipt and storage of the Products in accordance with clause 3;
“Services” means the RS VendStock® services to be provided by RS to the Customer, which are subject to these terms and conditions; and
"Withdrawal" means the physical removal of any Products from the RS VendStock® Store by an employee, agent or contractor of the Customer and "Withdrawn" and "Withdraw" shall be construed accordingly.
2.1 In consideration of the Customer agreeing to comply with its obligations pursuant to these terms and conditions, RS agrees that the Customer shall hold the Products at the RS VendStock® Store in accordance with these terms and conditions.
2.2 As and when required for use by the Customer, the Customer shall Withdraw Products from the RS VendStock® Store.
2.3 The Customer grants RS and its employees a licence to enter upon the Customer premises for the purpose of
(i) providing the Services in accordance with these terms and conditions; and
(ii) seeking to remedy any faults with the RS VendStock® Store. RS shall procure that its employees comply with the reasonable health and safety policies of the Customer at all times on the Customer’s premises. The Customer shall be responsible for providing a safe working environment to any RS employee on its premises.
2.4 RS reserves the right to apply RS branding to the RS VendStock® Store.
2.5 The Customer shall report any fault in the operation of the RS VendStock® Store to RS promptly and, in any event, within 15 days. RS does not warrant that use of the RS VendStock® Store and any related software, will be uninterrupted, error free, or secure.
Establishment of an RS VendStock® Store
3.1 The Customer shall take delivery of the RS VendStock® Store and shall be responsible for locating the RS VendStock® Store in a secure location on the Customer Premises. The Customer shall allow RS to enter onto the Customer’s premises to install the RS VendStock® Store.
3.2 The Products must always be stored in the RS VendStock® Store in accordance with all instructions provided by RS and all storage conditions indicated on the packaging of the Products.
3.3 In the event that the Customer also purchases or owns any electronic or industrial components other than the Products and/or owns any products purchased or otherwise obtained from RS outside the scope of these terms and conditions, the Customer shall ensure that such products are stored separately from the Products.
3.4 Title to the RS VendStock® Store shall remain with RS. Risk in the RS VendStock® Store shall pass to the Customer on delivery of the RS VendStock® Store.
3.5 The Customer shall (i) keep the RS VendStock® Store in good condition; and
(ii) shall only use the RS VendStock® Store for its own internal business purposes. Customer shall be solely liable for the costs associated with providing and maintaining the RS VendStock® Store.
3.6 The Customer shall ensure that the RS VendStock® Store has a working internet connection (and acknowledges that this is required for the RS VendStock® Store to function). If the Parties agree, RS may provide the Customer with a router to use in connection with the RS VendStock® Store. In which case
(i) title to the router shall remain with RS;
(ii) risk in the router shall pass to the Customer on delivery;
(iii) the Customer shall keep the router in good condition and only use it in connection with the RS VendStock® Store. Customer shall be solely liable for the costs associate with maintaining the RS VendStock® Store.
Incremental Growth Target
4.1 The Parties have agreed the Incremental Growth Target.
4.2 If, at any time, in RS’s sole discretion, the Incremental Growth target has not been met or progress towards the Incremental Growth Target is not sufficient, RS may terminate the Services on written notice to the Customer.
Delivery of Products
5.1 On the date agreed between the Parties, RS will make a first delivery equal to the Maximum Inventory of Products to the RS VendStock® Store.
5.2 All deliveries of Products to the RS VendStock® Store made pursuant to these terms and conditions shall be made upon the terms of the Conditions of Sale.
6.1 Without limitation to any other provisions of these terms and conditions, the Customer shall:
(a) not alter, obscure, remove, conceal or otherwise interfere with any markings or labels on the Products nor add any markings or labels to the Products without the prior consent of RS in writing; and
(b) be responsible for acts and omissions of its employees, agents and other personnel.
7.1 All Products shall be sold and purchased upon the terms of the Conditions of Sale.
7.2 The Customer shall not supply third parties from the RS VendStock® Store.
7.3 The prices to be paid for the Products shall be the prices agreed between the parties for standard purchases.
7.4 The prices shall be exclusive of all applicable amounts in respect of value added tax (VAT) and any other applicable duties, levies and/or taxes. The Customer shall, on receipt of a valid tax invoice from RS, pay to RS such additional amounts as are chargeable on the supply of the Products.
7.5 RS shall, at the frequency agreed between the parties (no less than once per week), inspect the Products levels in the RS VendStock® Store and use reasonable endeavours to ensure that at all times the quantity of Products available in the RS VendStock® Store is no less than the Minimum Inventory and no more than the Maximum Inventory.
Risk and Title to the Products
8.1 Risk in the Products shall pass to the Customer on delivery of the Products to the Customer.
8.2 Notwithstanding that the Products shall be located at the RS VendStock® Store and the passing of risk in the Products pursuant to sub-clause 8.1 above or any other provision of these terms and conditions, RS shall retain title and ownership of the Products until payment in full and cleared funds for each purchase has been received by RS, at which point title and ownership shall transfer to the Customer.
8.3 Until such time as the title and ownership in the Products passes to the Customer in accordance with sub-clause 8.2, the Customer shall:
(a) store the Products in accordance with clauses 3 and 6;
(b) keep the Products properly stored, protected and insured;
(c) hold the Products as RS's fiduciary agent and bailee; and
(d) give RS such information relating to the Products as RS may from time to time request.
8.4 Until such time as title in the Products passes to the Customer, RS shall be entitled:
(a) at any time to enter the RS VendStock® Store to inspect the Products; and
(b) at any time to require the Customer to deliver up the Products to RS and, if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.
8.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products or any other goods supplied by RS which remain the property of RS, but if the Customer does so all monies owed by the Customer to RS shall (without prejudice to any other right or remedy which may be available to RS) immediately become due and payable.
Term and termination
9.1 The Services shall commence on the Commencement Date and (unless terminated earlier in accordance with these terms and conditions) shall continue in force until terminated by either Party giving to the other Party not less than ninety (90) days' notice or in the event of a termination of the Framework Agreement.
9.2 Upon termination, the Customer shall arrange for the RS VendStock® Store to be returned to RS. The Customer grants RS and its employees a licence to enter upon the Customer premises for the purpose of collecting the RS VendStock® Store if the Customer fails to comply with its obligation under this clause, following notice by RS to do so.
10.1 Neither Party shall be deemed to be in breach of this Agreement, or otherwise liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any circumstances beyond that Party's reasonable control.
Liability and Remedies
11.1 Nothing in this Agreement shall limit or exclude either Party's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or anything else which it cannot by law limit or exclude liability for.
11.2 Except as provided in sub-clause 11.1 and 11.4, neither Party will be liable for the following loss or damage, whether arising in tort (including negligence), contract or breach of statutory duty, and even if foreseeable by the either Party: loss of profits; loss of business; loss of contracts; loss of revenue; loss of goodwill; loss of production; loss of anticipated savings; cost of making good the area within which the RS VendStock™ Store was fitted by the Customer; or any indirect or consequential loss.
11.3 Subject to sub-clause 10.1, RS's liability under or arising out of this Agreement shall be limited to an amount equal to the total value of all Products purchased by the Customer in the twelve (12) months preceding the event giving rise to liability.
11.4 Nothing in this Agreement limits the Customer's liability to pay the charges for the goods supplied by RS.
12.1 This Agreement sets out the entire agreement and understanding between the Parties in respect of the subject matter of this Agreement. Each Party acknowledges that it has entered into this Agreement in reliance only upon the representations, warranties and promises specifically contained or incorporated in this Agreement and, save as expressly set out in this Agreement, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
12.2 During the Term and for a period of 3 years after termination or expiry of this Agreement, except with the consent of the disclosing party or as required by law, a court order or by the rules of any relevant Stock Exchange or by any relevant regulatory or government authority or to the extent that information has come into the public domain through no fault of the receiving party, each party shall treat as strictly confidential all commercial and technical information relating to the other party received or obtained as a result of entering into or performing this Agreement including but not limited to information which relates to the provisions or subject matter of this Agreement, to any other party or to the negotiations of this Agreement.
12.4 Nothing in this Agreement shall create, or be deemed to create, a partnership between the Parties.
12.5 This Agreement shall be binding on and for the benefit of the successors in title of the Parties and shall not be assignable by any Party without the prior written consent of the other.
12.6 No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties.
12.7 To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
12.8 No single or partial exercise, or failure or delay in exercising any right, power or remedy by any Party shall constitute a waiver by that Party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
12.9 Where under this Agreement any Party agrees to pay to any other Party any sum which is consideration for a taxable supply such sum shall be exclusive of Value Added Tax payable thereon and the recipient of the said supply shall pay Value Added Tax in addition to any sum on receipt of valid Value Added Tax invoice from the relevant Party.
12.10 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
12.11 Each Party shall bear its own costs and expenses incurred in the preparation, execution and implementation of this Agreement.
13.1 Any notice to a Party under this Agreement shall be in writing signed by or on behalf of the Party giving it and shall, unless delivered to a Party personally, be left at, or sent by prepaid first class post or prepaid recorded delivery to the address of the Party as set out on page 1 of this Agreement or as otherwise notified in writing from time to time.
13.2 A notice shall be deemed to have been served: at the time of delivery if delivered personally; or forty-eight (48) hours after posting in the case of an address in the United Kingdom and ninety-six (96) hours after posting for any other address. If the deemed time of service is not during normal business hours in the country of receipt, the notice shall be deemed served at two (2) hours after the opening of business on the next business day of that country.
Governing Law and Jurisdiction
14.1 This Agreement and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by English law.
14.2 The parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, its subject matter or formation.