Conditions of Sale

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 (indicative expected date, which may change depending upon circumstances, availability or location of delivery) 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 date of the product to the Customer. RS may also, at its discretion, refund the total delivery charge to the Customer. If a revised expected delivery date (EDD) 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 5 days of delivery or, in the case of (iv), the due date for delivery, give written notice to RS of:

(i) Any defect in a Product that is apparent on reasonable examination. In this case RS shall, at RS’s discretion, replace the Product or refund the purchase price.

(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.

(iv) Any non-delivery of the Products. In this case RS shall deliver the undelivered Products or refund the price of the undelivered Products.

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:

(i) RS reserves the right to claim interest from the Customer, such interest to be calculated on the unpaid amount and to accrue during the period such amount remains unpaid, at the rate of 18% per annum. In addition to this, for bounced and/or returned cheques/bank draft the Customer will be charged Rs. 500/- together with additional charges, if any, as determined by RS; and

(ii) RS may suspend delivery of the Products to be delivered under the order. In addition RS shall be entitled to treat the contract as repudiated by the Customer if the Customer fails to pay any such unpaid amount within 14 days of notice by RS.

7. Passing of Risk and Property

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.

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

Customer order to RS are “Non-returnable & Cancellable” once the order is confirmed (ODA is sent to customer), unless there is abnormal lead time to supply or any other reasons like wrong supply, product mismatch etc. The Customer may not cancel orders once accepted by RS. However in some cases, RS may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product.

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.

This returns policy excludes DVDs, videotapes, books, software, calibrated Products, scheduled orders, non-catalogue Products, production packaging format Products, Hazardous, Lithium 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.

In the event, the material is dispatched to RS office for return without prior approval, 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. 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, 1701/1, 7th Floor, Tower No -I, Express Trade Tower – II, Sector-132, Noida - 201301, U.P., India, by fax on 0120–4519198/99, by telephone on 0120–4519100 or by email on sales@rs-components.co.in

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