DISCLAIMER: Please read the terms and conditions carefully. All the terms and conditions are important, but please pay special attention to the parts that are inside a box with bold writing. These parts contain information about those terms and conditions that have important consequences for you. The wording in the boxes is only intended to bring the terms and conditions to your attention, and to explain their nature and effect. They are aids to understanding only and are not terms and conditions themselves. They do not limit the meaning or application of the provisions of this policy, and do not apply to the situations and examples described in the boxes or to similar situations or examples.
All orders accepted by RS South Africa are subject to the Terms and Conditions of Sale set out below:
(Version updated January 2024)
1. General
1.1 All orders for products and services on the RS website at https://za.rs-online.com (the “RS website”) accepted by RS Components Limited (incorporated in the United Kingdom), an external company registered in South Africa under registration number 1996/000489/10 ('RS South Africa', 'RS'), are subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by RS unless agreed in writing by an authorised signatory of RS or expressly stated otherwise in these terms and conditions of sale.
1.2 To the maximum extent permitted by law, all descriptions of the products and services contained on the RS website or otherwise communicated to any purchaser of such products or services (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 on the RS website, the RS catalogues or other product advertisement.
1.3 The advertising of products and services on the RS website is not an offer capable of acceptance; it merely constitutes an invitation by RS for the Customer to make an offer to purchase products and services. RS' acceptance of the Customer's order will take place when RS confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between RS and the Customer. Each order placed by a Customer shall constitute a separate contract between RS and the Customer, to be governed by these terms and conditions.
1.4 Products with 10-digit stock numbers starting with '2508…' or '2509…' (Extended Range products) are not stocked by RS. Any clauses in these terms and conditions of sale expressly stated to be in relation to Extended Range products will prevail over any inconsistent provisions elsewhere in these terms and conditions of sale.
1.5 These terms and conditions of sale apply to export transactions to the extent applicable, however, to the extent that that there is a conflict between these terms and conditions and the terms and conditions contained in Annexe A, then the terms and conditions contained in Annexe A shall prevail. These terms and conditions shall not apply to Product Plus Products, to which separate terms and conditions of sale apply.
1.6 RS is a business-to-business supplier. The RS website is intended for use by business customers and not by private individuals, or juristic entities with an annual turnover or net asset value below certain prescribed thresholds, who defined as consumers under applicable laws (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a Consumer.
1.7 The Customer’s particular attention is required for clause 11, which sets out certain limitations of RS’ liability.
2. Prices
2.1 The indicative prices of the products and services are as set out on the RS website. RS reserves the right to change prices without prior notice at any time. Customer is informed that prices and products in the printed hard copy catalogues are subject to change. Up-to-date information can be found on the RS website. In the event of any conflict between prices for any products listed on the RS website and prices listed in the physical catalogues, prices listed on the RS website shall prevail.
NOTE: If you are a Consumer, please note that the above clause limits your rights and remedies against us, and this clause limits and excludes your right to recover or make claims for losses, damages, liability or harm that you may suffer as a result of a change in prices in such ways and in those circumstances listed in the clause. You will also be responsible for, and you accept, various risks, damages and injury which may be suffered by you.
2.2 The price of an ordered product or service will be as set out in the written acceptance communicated by RS, together with any applicable discounts. The price for products or services ordered for delivery at a future specified date (“forward orders”) may be varied by RS after the date of order acceptance by written notice to the Customer.
2.3 All prices exclude value-added tax, and other applicable local sales taxes which RS will add at the rate applicable at the date of order acceptance.
2.4 The prices of Extended Range products are as set out on the RS website, unless agreed in writing with an authorised representative of RS. Discounts given by RS in relation to RS' standard stocked products or any other RS offer will not apply to Extended Range products. Extended Range products will be invoiced separately from standard stocked products.
3. Ordering
3.1 RS reserves the right to decline to trade with any company or person, to the maximum extent permitted by law. 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 vary or cancel orders prior to collection or delivery of the product 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, without incurrence of any penalty or liability. 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 RS executes orders to the Customer's requirements, but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer’s option) either be put on back order to be fulfilled when RS next has available stock or be cancelled and refunded to the Customer.
3.3 The Customer must submit orders using the RS stock numbers and the priced units used on the RS website or in the RS hard copy catalogues, and must specify which delivery option is required. Any confirmation of a previous order by the Customer must be marked 'CONFIRMATION ONLY' or otherwise clearly identified as a confirmation to avoid duplication. If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of clause 12 (Cancellation and Returns) will apply.
NOTE: If you are a Consumer, please note that the above clause constitutes an assumption of liability and risk by you, as you undertake to submit orders using the RS stock numbers and priced units used on the RS website or in the RS hard copy catalogues.
4. Delivery
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 specified in the Customer's order. RS may use third party delivery agents to deliver products to Customers.
4.2 The Customer's delivery options, and the prices for them, are as set out on the RS website and will be applied at the date of order or will be notified to the Customer at the time of order.
4.3 Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.
4.4 RS will aim to deliver products in accordance with the times and dates for delivery quoted on the RS website or by RS' employees (the 'Quoted Delivery Times'), but Quoted Delivery Times are approximate only and to the maximum extent permitted by law, 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 hard copy catalogues or on the RS website as requiring special handling may (because of the nature of the products) take longer to be delivered.
NOTE: If you are a Consumer, please note that the above clauses limit your rights and remedies against us, and these clauses limit and exclude your rights to recover or make claims for losses, damages, liability or harm that you may suffer. You will also be responsible for, and you accept, various risks, damages, harm and injury which may be suffered by you.
4.5 If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying RS of such delay, RS will endeavour to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time. RS may also, at its discretion, refund the total delivery charge to the Customer in circumstances where there is a delay in delivery. If a revised delivery time is not acceptable RS may also, at its discretion, offer an alternative delivery option. To the maximum extent permitted by law, these are the Customer's exclusive remedies for late delivery.
4.6 RS will aim to deliver Extended Range products in accordance with the lead times published for them on the RS website. All such lead times are approximate only, and no other delivery options are available for Extended Range products. RS may, following Customer's order, notify the Customer if RS will be unable to fulfil any order for Extended Range products within that published lead time, and may provide alternative options.
4.7 Orders containing Extended Range products are subject to additional shipping and handling charges for the Customer's expense, depending on the value of the Extended Range products ordered. Please refer to the Website for further detail. These shipping and handling charges apply per order, irrespective of the number of Extended Range products ordered, and will be levied against the first delivery of Extended Range products under the relevant order.
5. Inspection, Transit 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 30 days of the date of delivery or collection or, in the case of sub-clause iv below, the Quoted Delivery Time or any updated estimated date for delivery, give notice to RS in detail of:
i. Any defect in the product that is apparent on reasonable examination. In this case RS shall, at RS's discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
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; or
iv Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case RS shall 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.
NOTE: If you are a Consumer, please note that the above clauses constitute an assumption of liability and risk by you, as you undertake to inspect the products and tender notice of any defects within 30 days of delivery, collection or Quoted Delivery Time.
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.
NOTE: If you are a Consumer, please note that the above clauses limit your rights and remedies against us, and these clauses limit and exclude your rights to recover or make claims for losses, damages, liability or harm that you may suffer. You will also be responsible for, and you accept, various risks, damages, harm and injury which may be suffered by you.
6. Payment
6.1 If RS has not granted credit to the Customer, payment terms are cash or credit card with order.
6.2 Credit terms (subject to satisfactory references and at RS's absolute discretion) are available. If credit has been granted, on acceptance of a Customer's order, RS will issue that Customer with an original and valid tax invoice (in a format approved by RS) to be issued by RS which complies with the Value-Added Tax Act 89 of 1991. 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 or service within 30 days from date of statement. Credit facilities may be withdrawn by RS at any time with prior notice to the Customer and RS reserves the right, in its sole and absolute discretion, to alter the credit facilities or to review the extent, nature and duration of such facilities without being obliged to furnish reasons to the Customer.
6.3 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:
i 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
ii RS shall be entitled to recover all costs that it has incurred in recovering any outstanding sums from the Customer, including but not limited to collection costs and legal costs; and
iii 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 prime overdraft rate published by Absa Bank Limited from time to time, and
iv RS may stop accepting orders and/or suspend shipments until payments are made in full.
6.5 A certificate signed by any director or manager of RS showing the amount due and owing by the Customer to RS at any given time shall be prima facie evidence of the facts stated therein for the purposes of all legal proceedings against the Customer for the recovery of the said amount including for the purposes of summary judgment or provisional sentence.
7. Risk and Ownership
7.1 In the case of products to be delivered to the Customer's usual business address, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer 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.
NOTE: If you are a Consumer, please note that the above clauses limit your rights and remedies against us, and these clauses limit and exclude your rights to recover or make claims for losses, damages, liability or harm that you may suffer. You will also be responsible for, and you accept, various risks, damages, harm and injury which may be suffered by you.
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, and such changes may take place during the life of any RS catalogue. The most up to date information on the availability and design of the products RS supplies is available on the RS website.
8.2 Unless otherwise confirmed in writing, nothing on the RS website or in any RS catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
**NOTE: If you are a Consumer, please note that the above clause limits your rights and remedies against us, and this clause limits and excludes your right to recover or make claims for losses, damages, liability or harm that you may suffer. You will also be responsible for, and you accept, various risks, damages, harm and injury which may be suffered by you. **
9. Warranties and Remedies
9.1 RS warrants that no product purchased from RS is materially defective.
9.2 In the event of any such product being materially defective, and subject to the provisions of clause 5 (Inspection, Delivery, Delays and Non-Delivery) surrounding defects apparent on delivery, RS will (at its option) replace or repair the product or refund the purchase price.
9.3 RS warrants that any service purchased from RS as referred to in clause 13 (Services) will be provided using reasonable care and skill. If any such service falls short of this standard, RS will, at its option, either re-provide the service or supply to the Customer free of charge a substitute product in place of the defectively serviced product.
9.4 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.
9.5 To the maximum extent permitted by law, 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 and/or services.
9.6 The availability of the remedies set out in this clause 9 is subject to:
i a claim being made in writing to RS, prior to the return of any defective product, and within 12 months of the original date of despatch or date of service, or such other periods as may be indicated by RS for specific products or services from time to time in writing (provided that for certain RS Pro products such period may vary from 12 to 36 months as stated on the RS website); and
ii the Customer returning or disposing of the relevant products, or making them available for collection by RS, in accordance with RS's 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.
NOTE: If you are a Consumer, please note that the above clause limits your rights and remedies against us, and this clause limits and excludes your right to recover or make claims for losses, damages, liability or harm that you may suffer to the extent that this is permitted by applicable laws. You will also be responsible for, and you accept, various risks, damages, harm and injury which may be suffered by you.
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. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 7 (Risk and Ownership), and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
9.9 Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-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).
9.10 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.
NOTE: If you are a Consumer, please note that the above clauses limit your rights and remedies against us, and these clauses limit and exclude your rights to recover or make claims for losses, damages, liability or harm that you may suffer. You will also be responsible for, and you accept, various risks, damages, harm and injury which may be suffered by you.
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.
NOTE: If you are a Consumer, please note that the above clause constitutes an assumption of liability and risk by you, as you undertake to comply with applicable Export Laws and obtain the relevant licenses and/or permits.
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 represents, warrants and undertakes to RS that products it purchases 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.
NOTE: If you are a Consumer, please note that the above clauses constitute an acknowledgment of certain facts by you and you will not be able to deny these statements as true. We may take action against you and may have claims against you as a result of these statements.
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 so 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.
NOTE: If you are a Consumer, please note that the above clause limits your rights and remedies against us, and the clause limits and excludes your right to recover or make claims for losses, damages, liability or harm that you may suffer. You will also be responsible for, and you accept, various risks, damages, harm and injury which may be suffered by you.
11.Liability
11.1 Subject to clause 11.3, RS shall not be liable (whether arising in delict (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, then (subject to clause 11.3) 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 R100,000 or the total value of the order, whichever is greater.
NOTE: If you are a Consumer, please note that the above clauses limit your rights and remedies against us, and these clauses limit and exclude your rights to recover or make claims for losses, damages, liability or harm that you may suffer. You will also be responsible for, and you accept, various risks, damages, harm and injury which may be suffered by you.
11.3 Nothing in these terms and conditions of sale (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 RS may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to RS recovering from the Customer the costs incurred by RS, and subject to the processing charge provided for in this clause 12.
12.2 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, taking into account volume discounts applied to such order.
12.3 For Customers other than Consumers, a reasonable processing charge may apply in respect of all products returned other than due to defects covered by the warranty at clause 9.
12.4 Customers may only return products to RS, and receive a credit or refund or replacement on the following conditions:
i) The Customer should contact RS to obtain a returns number (to be quoted on all relevant paperwork)
ii) Returns must be made within 30 days of the date of delivery (as stated on the delivery documentation) or collection of such product(s).
iii) 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;
iv) The Customer must follow any specific instructions which appear on the RS website with any product regarding its return to RS;
v) Products must be returned to RS adequately packed and despatched freight prepaid, clearly labelled to: CUSTOMER RETURNS DEPARTMENT, RS South Africa, 20 Indianapolis Street, Kyalami Business Park, Kyalami; using the address label available on the RS website.
vi) The Customer must quote the Returns Number on the parcel being returned.
12.5 Where the Customer returns products to RS not in accordance with clause 12.4 (i) – (vi) above (for example, after the period for returns has expired or in an unfit state) 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.
12.6 This no fault returns policy excludes software, calibrated products, production packaging products, non-catalogue products, extended range products, specially manufactured products and any products marked as non-cancellable (NC) or non-returnable (NR). In addition, RS will not accept returned ESD sensitive devices where the integrity of the original RS ESD shielding packaging has been compromised e.g. the bag has been opened and resealed or multiple bags have been stapled together.
12.7 RS accepts no responsibility for any loss of or damage to products in transit from Customer to RS where RS has not provided the collection Services.
NOTE: If you are a Consumer, please note that the above clauses limit your rights and remedies against us, and these clauses limit and exclude your rights to recover or make claims for losses, damages, liability or harm that you may suffer. You will also be responsible for, and you accept, various risks, damages, harm and injury which may be suffered by you.
13. Services
13.1 RS offers services in respect of products. These services include: SA Standards CALIBRATION, UK International Standards CALIBRATION and any other services that the parties agree. RS may quote a turnaround time target for these services, but, to the maximum extent permitted by law, RS shall be under no liability if it fails to comply with such target.
i.) The SA Standards CALIBRATION service is offered only in relation to certain products. The calibration service is outsourced by RS to an authorised contractor. The charge for the calibration service will be quoted at the time of order. The calibration service is only available at the time of ordering the product in question, and not at a later date. The products shall be tested for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are traceable to South African national standards. A certificate shall be issued in accordance with the conditions of the accreditation granted by the South African National Accreditation System and each certificate shall be valid for a period of one year after the date of issue.
ii.) CALIBRATION: UKAS and RSCal Standards: 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. When the laboratory reports a statement of conformity to a specification, it shall use guidance within document: ILAC G8:03. The acceptance limits applied will be derived from the manufacturer’s specification or application standard (e.g. DIN, EEC, BS etc). The full details of the CALIBRATION service are as set out on the RS website.
14. Compliance with laws, instructions and warnings
The Customer must, at all times:
i. comply with all relevant laws, regulations and standards relating to the products, including but not limited to the loading, storage, stacking, handling and use thereof;
ii. comply with the instructions provided by RS in relation to the products and the handling and use thereof;
iii. take proper notice of the warnings provided by RS in relation to any hazards associated with the products or the handling or use thereof;
iv. to the extent applicable, communicate the items listed in (i) to (iii) above to all persons to whom the Customer supplies the goods; and
v. ensure that the persons referred to in (iv) above undertake to communicate the items listed in (i) to (iii) above to all persons to whom they supply the goods, and so on down the supply chain until the goods reach the end user.
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.
NOTE: If you are a Consumer, please note that the above clause constitutes an assumption of liability and risk by you, as you undertake not sell or supply the products to persons on the US Denials List or any other embargoes or sanctions list. In addition, the above clause also limits your rights and remedies against us, and this clause limits and excludes your right to recover or make claims for losses, damages, liability or harm that you may suffer as a result of your selling or supplying the products to persons on the US Denials List or any other embargoes or sanctions list.
If the Customer exports the products:
vi.) 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); and
vii.) it is the Customer’s sole responsibility to ensure that it complies with all laws and regulations applicable to exports.
As far as the law allows, the Customer hereby indemnifies and holds RS harmless from and 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.
NOTE: The above clause requires you to indemnify and hold RS and other persons or entities harmless from and against claims, loss, damages, and harm that may be suffered by RS and other persons or entities as a result of the events set out in the above clause. You are also required to indemnify RS and other persons and entities against claims for loss, damages, and harm that may be made by any person or entity as a result of the events set out in the above clause. This places various risks, liabilities, obligations and legal responsibilities on you and you will be responsible and liable for the payment of the value of the claims, loss, damages, and harm that may be suffered or claim.
15. Business rescue
If the Customer is a company, it must notify RS in writing within 2 days of the occurrence of the following events:
i. when its board of directors becomes aware that the Customer is Financially Distressed;
ii. when its board of directors contemplates, considers, discusses or agrees to the Business Rescue of the Customer proposes to do any of the things referred to in this clause 15; or
iii. when it becomes aware of any person proposing to take, or taking, any step to apply to court for the Business Rescue of the Customer.
The written notice must set out the full details of the Financial Distress or the actual or proposed activity contemplated in (ii) and/or (iii) above, as the case may be.
'Business Rescue' bears the meaning assigned to it in section 128(1)(b) of the Companies Act, 71 of 2008, and
'Financially Distressed' bears the meaning assigned to it in section 128(1)(f) of that Act.
16. Breach
If the Customer breaches any obligation owed by it to RS whether under these terms and conditions of sale or otherwise and fails to remedy such breach (if such breach is capable of remedy) within 7 days of receipt of written notice from RS requiring it to do so, RS shall be entitled, without prejudice to any other remedies to which it may in law be entitled, to:
i. claim immediate payment of all amounts payable by the Customer to RS notwithstanding that such sums would not otherwise be due until a later date;
ii. suspend performance of any obligation owed by it and to claim any additional costs and expenses incurred by it as a result thereof;
iii. cancel the contract; and/or
iv. to retain, as a penalty, all amounts paid by the Customer or alternatively to claim such damages as it may have suffered.
The Customer shall be liable to pay all expenses and legal costs, including attorney and client costs and collection commission, which RS may incur in taking any steps pursuant to any breach of these terms and conditions of sale by the Customer.
In addition to any and all other legal remedies available to RS in law, RS may, to the maximum extent permitted by law, immediately cancel this contract or any other contract between the parties with no notice to the Customer if the Customer:
v. delivers a written notice referred to in (i) of clause 15 to RS;
vi. becomes Financially Distressed, or any person undertakes or proposes any activity contemplated in (ii) or (iii) of clause 15;
vii. is liquidated (provisionally or finally, voluntarily or compulsorily);
viii. effects a general compromise or any other arrangement with its creditors; and/or
ix. suffers any judgment to be granted against it and fails to meet the judgment or take steps to set it aside or rescind it, within 30 days of it being granted.
- Force Majeure
A force majeure event is any event beyond the reasonable control of RS (including but not limited to 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 under these terms and conditions of sale 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 or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
18. Intellectual Property Rights
18.1 The Customer acknowledges that RS and its licensors own the intellectual property rights in the RS website, the RS catalogues, the catalogue content, the stock numbers and the products supplied or listed in any of the aforegoing, and that their whole or partial reproduction or commercialisation (outside the purpose for which it was delivered) without RS's prior written consent is prohibited.
NOTE: If you are a Consumer, please note that the above clause constitutes an assumption of liability and risk by you, as you undertake not to reproduce or commercialise RS's intellectual property rights, unless you obtain RS's prior written consent.
18.2 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.
NOTE: If you are a Consumer, please note that the above clause also limits your rights and remedies against us, and this clause limits and excludes your right to recover or make claims for losses, damages, liability or harm that you may suffer. You will also be responsible for, and you accept, various risks, damages and injury which may be suffered by you.
19. Anti-Corruption
19.1 The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Prevention and Combating of Corrupt Activities Act 2004, the Prevention of Organised Crime Act 1998, the Financial Intelligence Centre Act 2001 and the United Kingdom's 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; and
iii. 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.
19.2 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.
19.3 Any breach of this clause 19 by the Customer shall be a material breach of these terms and conditions which is incapable of remedy.
NOTE: If you are a Consumer, please note that the above clause constitutes an assumption of liability and risk by you, as you undertake not to contravene the anti-bribery and corruption provisions set out in this clause.
- Personal information
20.1 We collect, use, processes and store your personal information and other information obtained from you. We will use, collect, process and store this personal information and other information in accordance with our privacy statement and applicable data protection laws. Our privacy statement sets out the details of the personal information and other information which we collect, process and store. It also sets out how we use, collect, process and store your personal information. Our privacy statement is accessible at https://za.rs-online.com/web/content/about-rs/articles/privacy-policy (the "Privacy Statement").
20.2 The Customer represents, warrants and undertakes that it has the right and the authority of its representatives to allow RS to collect and process the personal information in the manner set out in the Privacy Statement.
NOTE: If you are a Consumer, please note that the above clause constitutes an acknowledgment of certain facts by you and you will not be able to deny these statements as true. RS may take action against you and may have claims against you as a result of these statements.
21. Miscellaneous
Waiver
21.1 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.
Variation
21.2 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.
22. Law and Jurisdiction
22.1 The contract between RS and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with the laws of the Republic of South Africa and the Customer submits to the exclusive jurisdiction of the High Court of South Africa.
22.2 Customers who are Consumers may submit any disputes with RS for resolution to the relevant industry Ombudsman or such other forum as specified in applicable laws.
22.3 If any part of these terms and conditions of sale 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.
23. Exclusion of third party rights
23.1 No express term of these terms and conditions nor any term implied under it confers any benefits or rights to any third party.
24. Domicilia
Unless the Customer has already designated an address as its* domicilium citandi et executandi *by completing the RS online registration form(s), the Customer nominates as its domicilium citandi et executandi the following physical address for the service upon it of process, and the following physical address, fax number and e-mail address for the service upon it of all notices, in connection with these terms and conditions of sale:
Fax: __________________________________________
E-mail: __________________________________________
RS nominates the following address as its domicilium citandi et executandi for the service upon it of all process, and the following physical address, fax number and e-mail address for the service upon it of all notices, in connection with these terms and conditions of sale:
20 Indianapolis Street, Kyalami Business Park, Kyalami, South Africa
Fax: +27 11 466 1577
E-mail: sales.za@rs.rsgroup.com
The notice shall be deemed to have been duly given:
i.) 5 Business Days after posting, if posted by registered post (airmail, if available) to the Party's address;
ii.) on delivery, if delivered to the Party's physical address between 08h30 and 17h00 on a Business Day (or on the first Business Day after that if delivered outside such hours);
iii.) on despatch, if sent to the Party's then fax number or e-mail address between 08h30 and 17h00 on a Business Day (or on the first Business Day after that if despatched outside such hours);
unless the addressor is aware, at the time the notice would otherwise be deemed to have been given, that the notice is unlikely to have been received by the addressee through no act or omission of the addressee.
A party may change that Party's address, fax number or e-mail address for this purpose to another physical address in the Republic of South Africa by notice in writing to the other Party, such change to be effective only on and with effect from the 7th day after the giving of such notice.
Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a party shall be an adequate written notice or communication to that Party notwithstanding that it was not sent to or delivered at that Party's chosen address.
25. Consumer Protection Act
Nothing in these terms and conditions of sale:
i.) limits or exempts RS from any liability (including liability for any loss directly or indirectly attributable to RS's gross negligence or that of any person acting for, or controlled by, RS) to the extent that the law does not allow this;
ii.) requires the Customer to assume risk or liability for this kind of loss to the extent that the law does not allow this; or
iii.) limits or excludes any warranties or obligations which are implied into these terms and conditions of sale by applicable laws or which we give under the applicable laws, to the extent that any applicable law does not allow them to be limited or excluded.
If these terms and conditions of sale, and/or any products and/or services provided under these terms and conditions of sale, is regulated by the Consumer Protection Act, 68 of 2008, as amended, it is not intended that any provision of these terms and conditions of sale contravenes any provision of that Act. Therefore, all provisions of these terms and conditions of sale must be treated as being qualified, to the extent necessary, to ensure compliance with the provisions of that Act.
© RS Components Ltd 2024.