Conditions of Sale

1. General

1.1 In these terms and conditions: Catalogue means the current RS catalogue of Products (international edition), including the RS paper catalogue, RS website and any other catalogue of Products published by RS in any medium; Contract means a contract for the supply of Products made between RS and the Customer; Products means the goods supplied by RS; and Services means the services supplied by RS.

1.2 All orders for Products and Services, and all Contracts, are accepted by RS subject to these terms and conditions. No other terms will apply to the supply of Products and Services by RS, or any Contract, 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 rs-export.com.

1.3 All descriptions of the Products and Services contained in the Catalogue or otherwise communicated to the Customer are approximate only, and shall not form any part of the Contract. RS may correct any errors in the Catalogue without liability to the Customer.

1.4 These terms and conditions do not apply to transactions within the UK, for which separate terms and conditions exist.

2. Orders

2.1 The advertising of products and services in the Catalogue, and any tender or quotation issued by RS, is not an offer capable of acceptance, it merely constitutes an invitation by RS for the Customer to make an offer.

2.2 All orders placed with RS must be in writing, and may be placed by post, facsimile transmission or other electronic means and are subject to acceptance by RS. RS reserves the right to decline to trade with any person, and RS may decline to accept any order.

2.3 The Customer must submit orders stating: stock numbers; quantity required using the priced units in the Catalogue; full delivery instructions including choice of carriage by air or surface; and country of final destination of the Products.

3. Price

3.1 The price of the Products and Services shall, subject to the following, be as set out in the Catalogue.

3.2 All prices are subject to alteration by RS by notice to the Customer not less than 15 days before the estimated date of delivery of the Products. The Customer may, within seven days of RS's notice, cancel its order by notice to RS, in which case neither party shall be under any further liability under any Contract insofar as it relates to such Products or Services.

3.3 Additional costs shall be as set out in these terms and conditions, unless agreed otherwise by the parties in writing in the Contract. References to Incoterms shall be to the version in force at the time RS accepts the order.

3.4 Unless agreed otherwise by the parties in writing in the Contract, the prices in the Catalogue are ex-works and exclude the cost of packing and value added tax (VAT).

3.5 The Customer shall also be responsible for: (i) all duties, rates, taxes, dues, levies or charges imposed in connection with the Products by any country to which the Products are to be delivered; and (ii) the fees of any Chamber of Commerce and any consular fees of the country to which the Products are to be delivered.

3.6 Where delivery of Products or Services takes place within the United Kingdom, VAT will be charged at the standard rate, even if the Products or Services are claimed to be for subsequent export. Where delivery of Products or Services is made to another European Union member state, VAT will not be charged providing an EC VAT registration number is held on RS's records. If the Customer is unregistered, VAT must be charged at the standard rate applicable. Where a supply of Products or Services is made outside the European Union, VAT will be zero-rated provided the conditions of VAT Notice 703 apply

3.7 RS shall, at the request of the Customer, provide to the Customer a proforma invoice in respect of the Products or Services. RS shall for these purposes estimate the price and additional costs applicable to the sale of the Products or Services without prejudice to the other provisions of this clause 3.

4. Terms of Payment

4.1 In the absence of any agreement to the contrary, payment shall be made by cash or sterling bank draft or, if RS agrees, by confirmed irrevocable letter of credit.

4.2 Where payment is agreed to be by letter of credit, no order of the Customer shall be deemed to be accepted by RS until RS has received, in a form acceptable to RS, a letter of credit which: (i) is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision ICC Publication No. 500) as the same may be amended from time to time; (ii) is irrevocable and opened or confirmed by a recognised bank in the United Kingdom; (iii) is expressed to be payable at sight in sterling; (iii) is expressed to allow part shipment;(iv) is expressed to have a validity period of not less than 60 days from the date of opening or confirmation; (v) is expressed to have a validity period of not less than 60 days from the date of opening or confirmation;(vi) states that all costs and commissions are for the account of the Customer; (vii) conforms in all respects to the tender and quotation of RS including but without limitation with regard to description of the Products, price and terms of delivery; and(viii) states the origin of the Products to be various.

4.3 Without prejudice to any other rights or remedies of RS, any failure by the Customer to pay any amount on its due date for the payment shall entitle RS to:(i) 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 two per cent per annum above the rate quoted by HSBC plc as its sterling base rate, compounded monthly; (ii) suspend delivery of the Products or Services under that and any other Contract for as long as the default continues; and (iii) 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.

5. Delivery

5.1 In the absence of any express provision in the Contract:(i) delivery shall be ex-works; and (ii) risk in the Products shall pass to the Customer at the time of delivery.

5.2 The date for delivery will be set out in the Contract. If no dates or periods are specified in the Contract, delivery shall be made when the Products are available for despatch. Dates for delivery 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.

5.3 Where the Products are to be delivered by instalments 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 stated to the contrary in the Contract.

5.4 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:(i) effect delivery of the Products by whatever means it thinks most appropriate at the Customer's risk and expense; or (ii) arrange storage of the Products at the Customer's risk and expense; or (iii) by notice in writing, treat the Contract as repudiated.

6. Damage on Delivery

6.1 RS will replace or repair free of charge Products lost or damaged in transit prior to delivery provided that:(i) the Customer notifies RS of such loss or damage within ten days of delivery of the Products or, if earlier, within such time as will enable RS to comply with the carrier's conditions of carriage concerning loss or damage in transit; (ii) the Customer makes the claim relating to the notification in writing to RS within fourteen days of delivery; (iii) the risk in the Products has not passed to the Customer prior to the event giving rise to the loss or damage; and (iv) the carrier has not been given a clean receipt for such Products.

6.2 Following notification of the claim, the Customer shall give RS a reasonable opportunity to examine the relevant Products.

6.3 The Customer shall not be entitled to reject the Products by reason only of short delivery.

7. Order Cancellations and Alterations

7.1 Any cancellation, part cancellation or alteration of an order will only be accepted on written agreement with RS, the terms of which will cover the expenses incurred by RS. In the event of part cancellation, 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.

7.2 If the Customer fails to give information to RS necessary for RS to comply with the Contract or if the Customer otherwise delays the progress of the Contract, RS shall be entitled to recover from the Customer any extra costs incurred.

8. Passing of Title

The property in the Products shall not pass to the Customer until all sums due or owing to RS by the Customer on any account have been paid, and until payment the following provisions shall apply:

(i) Except where full payment is made in cash, the whole of the price shall not be treated as paid until any other instrument of payment given by the Customer has been met on presentation or otherwise honoured in accordance with its terms.

(ii) If the Customer defaults in the punctual payments of any sum owing to RS, then RS shall be entitled to the immediate return of all Products sold by RS to the Customer in which the property has not passed to the Customer. The Customer thereby irrevocably authorises RS and its employees and agents to recover the Products and to enter any premises of the Customer for that purpose.

(iii) 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.

10. Warranty

10.1 For Products: RS warrants that if any product is defective, it will replace or repair the Product or refund the purchase price. This warranty is subject to a claim being made in writing to RS within 12 months of the original date of despatch, or such other longer period as may be indicated by RS for specific Products from time to time in writing.

10.2 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 made 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.

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. The Customer must return or dispose of the Products, or make them available for collection by RS, in accordance with RS's instructions. If returned they must be suitably packaged and, where relevant, returned in accordance with any particular instructions which RS may have notified to the Customer at the time of supply.

10.4 Returned Products or parts must be accompanied by an advice note stating the original invoice number in respect of the Products and the nature of any claimed defect, together with such further information as RS may at the time of supply have stipulated. Where the Customer returns Products otherwise than in accordance with these warranty provisions, RS may refuse such Products and return them to the Customer at the cost of the Customer.

10.5 Any Products or parts 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 calculated from the date of despatch of the defective Product.

10.6 The remedies set out above shall be RS's sole liability and the Customer's sole remedy for any breach of warranty. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) are excluded to the fullest extent permitted by law. RS will not be liable to the Customer for any loss of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) 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.

11. No Re-Export to Russia

11.1 The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with these terms and conditions that fall under the scope of The Russia (Sanctions) (EU Exit) Regulations 2011 (“Sanctioned Goods”).

11.2 The Customer shall undertake its best efforts to ensure that the purpose of clause 11.1 is not frustrated by any third parties further down the commercial chain, including by possible resellers.

11.3 The Customer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of clause 11.1.

11.4 Any violation of clauses 11.1, 11.2 or 11.3 shall constitute a material breach of these terms and conditions and RS shall be entitled to seek appropriate remedies, including, but not limited to, RS may stop accepting orders from and/or suspend shipments to the Customer.

11.5 The Customer shall immediately inform RS about any problems in applying clauses 11.1, 11.2 or 11.3, including any relevant activities by third parties that could frustrate the purpose of clause 11.1. The Customer shall make available to RS information concerning compliance with the obligations under clauses 11.1, 11.2 and 11.3 within two weeks of the simple request of such information.

11.6 Where RS has reason to believe that any Sanctioned Goods have been sold, exported or re-exported directly into the Russian Federation RS shall be at liberty to notify the relevant UK authorities irrespective of any confidentiality agreement between the parties.

12. Return of Products

The Customer may only return Products to RS, and receive a credit or refund, on the following conditions:(i) The Customer may only return Product to RS for a refund or credit with the prior consent of RS. (ii) The Products must be despatched back to RS within 30 days of the invoice date. 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.(iii) Where specific instructions appear in this catalogue or with any Product regarding its return to RS, the Customer must follow such instructions.(iv) RS will give credit at the invoiced value of the Products. If the packaging of the Products is unopened, RS will charge a handling fee of twenty per cent of the amount of the relevant invoice (subject to a minimum of £2). A higher fee may be charged if the packaging is opened. (v) All Products are returned at the Customer's cost and risk.

12.1 This returns policy excludes software, calibrated products, Production packaging products, non-catalogue products, Extended range products and specially manufactured products. RS accepts no responsibility for any loss of or damage to products in transit from Customer to RS or for any items received by RS with them.

13. Termination

Without prejudice to RS's other rights and remedies, if the Customer breaches any provision of these terms and conditions or any provision of the Contract, or is adjudicated bankrupt, or has a receiving order made against it, or has a receiver or administrator appointed of all or any part of its assets or undertaking, or has a petition presented to it or a resolution passed to wind it up, or in the opinion of RS is unable to pay its debts as they fall due, then:(i) the price of and all other sums payable in respect of the Products or Services already supplied to the Customer shall become immediately due and payable; and (ii) RS RS may immediately terminate all or any part of all or any Contracts and/or suspend or cancel deliveries under them.

14. Compliance with Laws

14.1 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 14.1.

14.2 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 controls 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 14.2.

16. Anti-Bribery

16.1 Supplier shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with this agreement shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the 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 Supplier, 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 Supplier in connection with the performance of this agreement;(iv) have and maintain in place throughout the term of this agreement 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.

16.2 Supplier is informed that RS employees are not permitted to:(i) 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;(ii)solicit gifts or other favours from any company or individual that does business with RS, or seeks to do so

16.3 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.

16.4 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.

16.5 Any breach of this clause 16 shall be a material breach of this agreement which is incapable of remedy.

17. Force Majeure

RS will not be in breach of its contract with the Customer for any delay in performing, or failure to perform, its obligations under these terms and conditions if that delay or failure was due to any cause or circumstance beyond RS's reasonable control or by its inability to procure services, materials or articles required for the performance of the Contract except at enhanced prices. In these circumstances, RS may at its sole option delay the performance of, or cancel the whole or any part of, the Contract without liability to the Customer. In particular, although RS will use reasonable endeavours to deliver back orders by the date stated by RS, RS shall not be held responsible for any delay in the delivery of such orders.

20. Data Protection

20.1 RS is part of an international Group of companies owned by Electrocomponents plc and is registered as a data controller under the Data Protection Act. 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. In addition RS may need to 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).

20.2 RS may send to the Customer and its employees details of other products and services offered by the 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 PO Box 99, Birchington Road, Corby, Northants, NN17 9RS, England, faxing them on + +44 (0) 1536 209380, telephoning them on + 44 1536 444215 or emailing them on rs.international@rs-components.com

20.3 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