All orders are accepted by RS subject to the Terms and Conditions of Sale set out below:
All orders for products ("Products") or services ("Services") will be accepted by RS Components Ltd ("RS") subject to these terms and conditions of sale. Any person who places orders for Products and/or Services with RS ("Customer") is unconditionally 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 without notice. The most current version of these terms and conditions can be found at: www.rsnewzealand.com. Any variation of terms and conditions is deemed to be effective from the time of publication on RS's website, and shall be deemed to have been accepted by all existing and new Customers from that time onwards.
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 between the Customer and RS. RS shall not be liable to the Customer for any errors or omissions in the RS catalogue. The advertising of products and services in the RS catalogue is not an offer capable of acceptance, but merely constitutes an invitation by RS for the Customer to make an offer.
Products with the format '250xxxxxxx' or otherwise identified as extended range products 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.
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. RS reserves the right to change prices without prior notice at any time. Up-to-date prices can be found at www.rsnewzealand.com.
Goods and services tax ("GST") refers to the tax levied for the provision of goods and services under the Goods and Services Tax Act 1985 ("GST Act"), and relevant applicable provisions of the Tax Administration Act 1994, Income Tax Act 2007, and any other applicable legislation.
If GST applies to any supply by virtue of it being a taxable supply, the Customer must pay an additional amount equal to the amount of GST. RS will provide a GST-compliant tax invoice within 28 days of a request being made.
RS reserves the right to decline to trade with any company or person and may decline to accept any order without justification.
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 13 will apply.
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 at RS's website 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. If a revised delivery time is not acceptable RS may offer an alternative delivery option. In the case of an express delivery, RS will refund the total delivery charge to the Customer if the Customer can prove late or non-delivery. 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. Except to the extent required by law, the remedies set out in this clause 5 are the Customer's exclusive remedies for late delivery and RS shall not be liable for any loss or damage (including indirect, consequential or economic) suffered or incurred by the Customer or any other party in relation to late delivery.
Special delivery conditions may apply for export orders. Call +64 9 526 1600 for more details.
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 (to the extent permitted by law) in the circumstances described in paragraphs (i) to (iv) above. RS shall not be liable for any other losses, damages or expenses to the Customer or any other party.
If RS has not granted credit to the Customer, payment terms are cash with order.
Credit terms (subject to satisfactory references at RS's absolute discretion) may be available. If credit has been granted, the Customer must pay by the 30th day of the month following the month in which the relevant order is despatched. 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 paid in full and received by RS. Until that time RS shall be entitled to the immediate return of all Products. The Customer authorises RS and its agents to enter any premises of the Customer and to recover the Products for that purpose.
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.
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 10, RS may refuse such Products and return them to the Customer at the Customer's cost.
To the extent permitted by the Fair Trading Act 1986, 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). This clause does not purport to contract out of those guarantees and warranties required to be given by 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. RS accepts no liability in this regard (except to the extent specifically required by law).
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.
To the extent permitted by law, 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, as may result from, or be connected with:
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
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 the costs incurred by RS. 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 for a change of mind or for incorrect ordering, and receive a credit or refund, on the following conditions:
This returns policy excludes DVDs, videotapes, books, software, calibrated Products, scheduled orders, non-catalogue Products, and production packaging format Products. RS will accept the return of test equipment in its sole discretion.
RS offers repair and calibration Services in respect of 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.
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.
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.
The Customer shall (and shall procure that persons associated with it or other persons who are purchasing goods or services in connection with this contract shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the UK Bribery Act 2010 (the Relevant Requirements) and shall:
The Customer is informed that RS employees are not permitted to:
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.
Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.
Any breach of this clause 16 shall be a material breach of this contract which is incapable of remedy.
RS may send to the Customer and its employees details of other products and services offered by the group 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 Units 30-31, Warehouse World, 761 Great South Road, Penrose, Auckland 1061, or by email to email@example.com.
The Customer consents to RS disclosing the Customer's name to certain of RS suppliers for market research and commission purposes.
The contract between RS and the Customer as applicable to each Customer order shall be governed by and interpreted in accordance with the laws of New Zealand. The Customer submits to the non-exclusive jurisdiction of the courts of New Zealand. RS may enforce the contract in any court of competent jurisdiction.
|© RS Components Ltd GST Reg No. 44-710-510, Units 30-31, Warehouse World, 761 Great South Road, Penrose, Auckland 1061 NZ (P O Box 12127, Penrose, Auckland 1642).|