Conditions of Sale
All orders for products (“Products”) or services (“Services”) will be accepted by RS Components & Controls (India) Ltd (“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. 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 www.rsindia.com. 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.2. Prices
The prices of Products and Services are as set out in the RS catalogue that is current at the date of despatch of the Products or provision of the Services. Products which are not listed in the RS catalogue will be sold at the prices set out in the relevant RS quotation. All prices exclude Central Sales Tax and VAT. RS reserves the right to change prices without prior notice at any time.
Discounts given by RS in relation to RS’s catalogue Products, and any other RS offers, will not apply to the Extended Range. Extended Range Products will be invoiced separately.3. Ordering
RS reserves the right to decline to trade with any company or person and may decline to accept any order.
RS will not substitute an ordered Product for another unless requested by the Customer, or unless the Product has been superseded by the latest version. If the Customer confirms telephone, fax 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.4. Delivery
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 in the current RS catalogue or will be notified to the Customer at the time of order. Lead times for the Extended Range are published on the RS website. Delivery will be made to the Customer’s usual business address, 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 will provide alternative options. These are the Customer’s exclusive remedies for late delivery.5. 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:
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 other losses, damages or expenses.6. Payment
If RS has not granted credit to the Customer, payment terms are cash or bank draft drawn on a bank in Delhi. The entire payment shall be made against delivery or in advance.
Credit terms (subject to satisfactory references and RS’s absolute discretion) are available. If credit has been granted, the Customer must pay by the date agreed. All payments must be made without any set-off, deduction or counterclaim.
If any sum is not paid on the due date for payment:
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.8. 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.9. Warranty
For Products: RS warrants that the Products will be manufactured of good materials and with good workmanship. If any Product is defective under this warranty, RS 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.
For Services: RS warrants that the Services will be delivered with good workmanship. If any Service is defective under this Warranty, 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 notified 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.
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.
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, 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. 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.10. 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.11. Liability
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, punitive damages, 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: (i) any express or implied terms of the contract between RS and the Customer, or of any order accepted by RS; (ii) any duty of any kind imposed on RS by law; or (iii) 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 (i) any express or implied terms of the contract between RS and the Customer, or of any order accepted by RS; (ii) any duty of any kind imposed on RS by law; or (iii) any defect in the Products or Services, shall be limited in the aggregate to the total value of the order.12. 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 (i) the costs incurred by RS; and (ii) handling charges of minimum 25% of the amount of the relevant order booked, subject to a minimum of Rs. 500/-. 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 cancel or amend scheduled orders (i.e. orders for Products to be delivered periodically and which are specifically sourced for the Customer) if notice is received in writing at least 14 days prior to the next delivery date.
The Customer may only return Products to RS, and receive a credit or refund, on the following conditions:
Products accepted for return will be credited at invoice value. RS reserves the right to apply a handling charge of 25% of the amount of the relevant invoice subject to a minimum of Rs. 100/-.
This returns policy excludes DVDs, videotapes, books, software, calibrated Products, scheduled orders, non-catalogue Products, production packaging format Products and the Extended Range. All products are returned at the risk of the Customer and RS accepts no responsibility for any loss of or damage to them.13. Services
RS offers repair and calibration Services in respect of certain Products. RS may quote a turnaround time target for these Services, but will be under no liability if it fails to comply with such target. The conditions which apply to each of the Services are set out below.
Repairs: The Repair Service is subject to the availability of parts and is only available if the Product has not suffered excessive physical or electrical damage and is free from modifications (other than those detailed in the Product literature). RS may at its absolute discretion either repair the Product or replace it with a substitute Product. Any Customer-generated software returned with a Product will be erased and RS shall not be under any liability whatsoever in respect of any data contained in such software.
CALIBRATION: RS will check the Product for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are traceable to national standards. RS will issue a dated and signed certificate of testing, which gives details of the measurements made. If RS has to carry out more than the minor adjustments appropriate to a normal recalibration routine, RS will either return the Product to the Customer or, on receipt of the appropriate order, will repair the Product subject to RS’ Repair Service conditions, before further Calibration. In this case, the Repair Service charge will be payable by the Customer in addition to the Calibration Service charge.14. 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.15. Force Majeure
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.16. Privacy and Customer Information
RS may disclose, on a confidential basis, the Customer’s and its employees’ details to organisations working on behalf of RS for the proper fulfilment of orders.
RS may send to the Customer and its employees details of other products and services that may be of interest. If the Customer or its employees do not wish to receive details of these other offers, or wish to amend or correct their details, then they should contact the RS marketing department either in writing at RS Components & Controls (India) Ltd, B-74, Sector-60, Noida - 201 301 (U.P.), by fax on 0120–4519198/99, by telephone on 0120–4519100 or by email on email@example.com
The Customer consents to RS disclosing the Customer’s name to certain of RS suppliers for market research and commission purposes.17. 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 Indian law and the Customer submits to the non-exclusive jurisdiction of the Delhi courts, but RS may enforce the contract in any court of competent jurisdiction.Last reviewed/updated in December 2012