Terms and Conditions of Sale - Product Plus Products
(Version amended March 2023)
1.1. All orders for Product Plus products accepted by RS Components Limited ('RS') are subject to these terms and conditions. No other terms will apply to the supply of Product Plus products by RS unless agreed in writing by an authorised signatory of RS or expressly stated otherwise in these terms and conditions.
1.2. All descriptions of the Product Plus products communicated to any purchaser (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 in its product descriptions.
1.3. Product Plus products are marked on a quotation “NCNR” and shown with the format 20xxxxxxxx. Product Plus products are only provided for our Corporate and Key Accounts customers; are non-catalogue items; and are not published on the RS website. These products are not stocked by RS and are subject to manufacturer’s lead times – to be confirmed at the point of order.
1.4. These terms and conditions do not apply to export transactions or products other than Product Plus products, to which separate terms and conditions apply.
1.5. Where Product Plus products are ordered together with non-Product Plus products, these terms will only apply to the Product Plus products – the RS standard terms apply to standard range or Extended Range products within the order.
1.6. The Customer’s particular attention is required for clause 11, which sets out certain limitations of RS’ liability.
2.1. All prices exclude VAT and other applicable local sales tax, which RS will add at the rate applicable at the date of order acceptance.
2.2. The prices of Product Plus products are NET and no further discount is applicable.
3.3. Orders of Product Plus products are subject to a minimum value of £100 ex. VAT per order. 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.
3.2. Any acknowledgement of receipt of a Customer enquiry shall not be acceptance of a commitment to supply such products.
3.3. On receipt of an enquiry for Product Plus products from a Customer, RS may provide a quote containing the description of the Product Plus product, the price and the anticipated delivery lead times. All such quotes shall be valid for a period of 30 days from the date of the quote, unless stated otherwise in the quote. After such period, the quote will not be capable of acceptance.
3.4. A binding contract will only be formed when RS receives a purchase order from the Customer accepting the quote.
4.1. Subject to any cancellation, substitution or non-fulfilment of Customer's orders in accordance with clause 3 (Ordering), RS will deliver the Products Plus products specified in the Customer order. RS may use third party delivery agents to deliver Product Plus products to Customers.
4.2. Orders containing Product Plus products may be subject to a shipping and handling charge which shall be specified on the quote.
4.3. Delivery of Product Plus products are subject to manufacturers’ lead time, and time for delivery shall not be of the essence. RS will use reasonable endeavours to meet the delivery date specified in the quote, but this may be subject to change for reasons outside of RS’ control. RS will endeavour to inform Customer of any delays in the delivery date of which it becomes aware.
4.4. Delivery of Product Plus products cannot be tracked.
4.5. Non-standard Delivery options:
4.5.1. Courier Delivery: All orders for this service must be made in advance and RS will quote the additional charges and give an estimated time of delivery.
4.5.2. RS Local Collection: All products are available for collection from an RS Local branch. If the required Product Plus products are stocked at the requested RS Local branch, collection can be made at a time agreed with RS. To collect pre-ordered Product Plus products from an RS Local branch the Customer must provide a properly authorised written order with proof of identity.
4.6. RS may deliver Product Plus orders in instalments if required.
5. Inspection, Delivery Delays and Non-Delivery
5.1. The Customer must inspect the products as soon as is reasonably possible after delivery or collection. The Customer shall, within 10 days of the date of delivery or collection, or in the case of clause 5.2.4 the quoted delivery time or any updated estimated date for delivery, give notice to RS in detail of:
5.1.1. Any defect in the product that is apparent on reasonable examination. In this case RS shall, at RS’ discretion, replace the products (lead times may be extended) or refund the purchase price. In any event, the Customer must refuse parcels delivered in a damaged condition;
5.1.2. 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;
5.1.3. Any delivery of products not in accordance with the order. In this case RS shall, at RS’ discretion, replace the products or refund the purchase price; or
5.1.4. Any non-delivery of Product Plus products. In this case RS shall engage with the supplier to deliver the undelivered products or refund the price of the undelivered products.
5.2. 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.
5.3. 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.
6.1. Product Plus products may be invoiced separately from standard stocked products.
6.2. If RS has not granted credit to the Customer, payment terms are cash with order.
6.3. Credit terms (subject to satisfactory references and at RS' 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.
6.4. If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
6.4.1. 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
6.4.2. 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
6.4.3. 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
6.4.4. RS may stop accepting orders and/or suspend shipments until payments are made in full.
7. Risk and Ownership
7.1. 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.
7.2. 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.
7.3. 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.
8. Product and Availability Information
8.1. 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.
8.2. Unless otherwise confirmed in writing, nothing in the description of the Product Plus product is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
9. Warranties and Remedies
9.1. RS warrants that no Product Plus product purchased from RS is materially defective.
9.2. In the event of any such Product Plus product being materially defective, and subject to the provisions of clause 4 (Delivery) surrounding defects apparent on delivery, RS will (at its option) replace the product or refund the purchase price.
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.
9.4. The remedies set out in this clause 9 shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products.
9.5. The availability of the remedies set out in this clause 9 is subject to:
9.5.1. a claim being made in writing to RS’ Product Plus team, 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; and
9.5.2. the Customer returning or disposing of the relevant products, or making them available for collection by RS, in accordance with RS' 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. Product Plus products must be returned clearly labelled to: Product Plus Returns, Door F, RS Components Ltd, P.O Box, 99 Birchington Road, Corby, Northamptonshire NN17 9RS.
9.6. If the warranty period set out in clause 9.5.1 has expired, but the defective Product Plus product is still within the manufacturer’s warranty period, following notification of the same by the Customer, RS will coordinate with the manufacturer and will use reasonable endeavours to replace the product; subject to availability. Should the Product Plus product not be available anymore, the Customer will be offered a credit or a refund, at RS’ discretion.
9.7. 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.
9.8. Any products which are replaced by RS shall become the property of RS in accordance with the provisions of clause 7 (Risk and Ownership) and the period of the replacement products’ warranty shall be the unexpired period of the defective product’s warranty.
9.9. 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 or non-supply of Product Plus products.
9.10. The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering Product Plus products (unless such untrue statement was made fraudulently) other than any remedy set out expressly in these terms and conditions.
9.11. 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).
9.12. The Customer acknowledges that it is responsible for ensuring that the Product Plus products 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 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.
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 the United Kingdom, the United States of America, the 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 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.
11.1. Subject to clause 11.3, 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.
11.2. 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.
11.3. Nothing in these terms and conditions (including without limitation this clause 11) 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.
12. No fault Cancellations and Returns
12.1. The Customer acknowledges that Product Plus products are not part of the RS stocked range, and that any order for them is specially placed with a manufacturer in reliance on the Customer’s order. As such:
Orders for Product Plus products cannot be cancelled once accepted by RS.
Product Plus products cannot be returned once they have been delivered, save as permitted by clauses 5 and 9.
12.2. RS accepts no responsibility for any loss of or damage to Product Plus products in transit from Customer to RS where RS has not provided the collection services.
13. Intellectual Property Rights
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
14. Force Majeure
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.
15. Quality Conformance
Product Plus products may fall outside the scope of RS' certification to ISO 9001:2008. Where a Product Plus product conforms to that standard, a statement will be provided in accordance with the conditions of registration. The statement does not provide batch or lot traceability.
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:
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; and
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.
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 English Courts, but RS may enforce the contract in any court of competent jurisdiction.
18.4. 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.
18.5. 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.