Terms & Conditions of Sale

RS Components South Africa Conditions of Sale

All orders accepted by RS are subject to the Terms and Conditions of Sale set out below:
(Version updated May 2018) 

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 (S.A.), an external company registered in South Africa under registration number 1996/000489/10 ('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 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 catalogue 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 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 acting as consumers (as defined in applicable legislation) (“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. The customer is informed that prices and products in the printed hard copy catalogue 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 catalogue, prices listed on the RS website shall prevail.

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, 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. 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 a 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 catalogue 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.

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 the 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 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 catalogue or on the RS website as requiring special handling may (because of the nature of the products) take longer to be delivered.

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. 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 possible after delivery or collection. The Customer shall, within 10 days (or 30 days only for Consumers) of the date of delivery or collection or, in the case of sub-clause iv below, of the Quoted Delivery Time or any updated estimated date for delivery, give notice to RS in detail of:

  1. 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;
  2. 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;
  3. 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
  4. 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.

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. RS shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.

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 the 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:

  1. 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
  2. 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
  3. 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 percent per annum above the prime overdraft rate published by Absa Bank Limited from time to time.

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. Passing of Risk and Property

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.

 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.

9. Warranty

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 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:

  1. 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; and
  2. 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.

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 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made fraudulently) other than any remedy it may have set out expressly in these terms and conditions of sale.

9.10 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).

9.11 Except as required by law, RS will not be liable to the Customer for any loss, damage or liability 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.

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.

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 countries.

10.3 The Customer certifies that products purchased 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.

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.

11. Liability

11.1 RS shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, 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.

11.2 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 arising out of or in relation to the contract between RS and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.

11.3 If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 9 (Warranties and Remedies), 10 (Limitations of Use) and 11 (Liability), any liability attaches to RS, RS's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, delict 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 arising out of or in relation to the contract between RS and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale, shall be limited to the lesser of R1,000,000 and the total value of the order.

11.4 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 will apply in respect of all products returned other than due to defects covered by the warranty at clause 9. This processing charge is set out on the Product Returns section of the RS website: https://za.rs-online.com/web/generalDisplay.html?id=services/product-returns

12.4 For Consumers wishing to return a product, no processing charge will be applied if the correct procedure is followed as set out in this clause 12, except that RS may charge the direct cost of returning the products (e.g. the courier charge).

12.5 Customers may only return products to RS and receive a credit or refund and under the following conditions:

  1. The Customer should contact RS to obtain a returns number (to be quoted on all relevant paperwork)
  2. Return must be made within 30 days of the date of delivery (as stated on the delivery documentation) or collection of such product(s).
  3. 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 resale;
  4. The Customer must follow any specific instructions which appear on the RS website (including those available in the Product Returns section: https://za.rs-online.com/web/generalDisplay.html?id=services/product-returns or with any product regarding its return to RS; and
  5. Products must be returned to RS adequately packed and despatched freight prepaid, clearly labelled to: CUSTOMER RETURNS DEPARTMENT, RS Components (S.A.), 20 Indianapolis Street, Kyalami Business Park, Kyalami; using the address label available on the RS website: https://za.rs-online.com/web/generalDisplay.html?id=services/product-returns
  6. The Customer must quote the invoice details or the RS reference number on the RS Customer Returns Form from the original despatch note, otherwise, any credit given for the returned products will be based upon the lowest sales price. 
12.6 Where the Customer returns products to RS not in accordance with clause 12.5 (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 (subject to the minimum charge set out on the RS website).

12.7 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.

12.8 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. 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 RS shall be under no liability if it fails to comply with such target.

  1. 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.
  2. 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. 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:

  1. 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;
  2. comply with the instructions provided by RS in relation to the products and the handling and use thereof;
  3. take proper notice of the warnings provided by RS in relation to any hazards associated with the products or the handling or use thereof;
  4. to the extent applicable, communicate the items listed in (i) to (iii) above to all persons to whom the Customer supplies the goods; and
  5. 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.

If the Customer exports the products:

  1. 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
  2. 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 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.

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:

  1. when its board of directors becomes aware that the Customer is Financially Distressed;
  2. 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 16; or
  3. 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:

  1. 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;
  2. suspend performance of any obligation owed by it and to claim any additional costs and expenses incurred by it as a result thereof;
  3. cancel the contract; and/or
  4. 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 immediately cancel this contract or any other contract between the parties with no notice to the Customer if the Customer:
  1. delivers a written notice referred to in (i) of clause 15 to RS;
  2. becomes Financially Distressed, or any person undertakes or proposes any activity contemplated in (ii) or (iii) of clause 15;
  3. is liquidated (provisionally or finally, voluntarily or compulsorily);
  4. effects a general compromise or any other arrangement with its creditors; and/or
  5. 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.


17. 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.

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.

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:

  1. 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;
  2. 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
  3. 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 The customer is informed that:
  1. RS employees are not permitted to 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;
  2. RS employees are not permitted to solicit gifts or other favours from any company or individual that does business with RS, or seeks to do so; and
  3. entertainment of RS employees 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.
19.3 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.

19.4 Any breach of this clause 16 shall be a material breach of these terms and conditions which is incapable of remedy.

20. Personal information

20.1 This clause must be read alongside the privacy policy available on the RS website.

20.2 RS will collect and process (in accordance with all applicable data protection laws) personal information of the Customer and its employees and other representatives for the purposes of offering and supplying our goods and services. To 'process' includes to collect, get, receive, record, organise, collate, store, update, change, retrieve, read, process, transfer, use and share.

20.3 The types of personal information that RS may collect and process includes information that RS may gain access to or receive from the Customer and its representatives (such as directors, officers, employees, contractors and suppliers) during the course of doing business or interacting with the Customer and its representatives. This may include information relating to the Customer, its directors, officers, employees, contractors and/or suppliers, which identifies the Customer and those representatives, and includes but is not limited to: name; identity number; physical address; postal address; telephone number; company registration number; VAT number; records of telephone or other correspondence; information concerning non-compliance with these Terms and Conditions of Sale; financial information; credit information and credit records; and information relating to financial history (all personal information of the Customer and its representatives is called 'Personal Information' or 'Customer's Personal Information').

20.4 RS will collect the Customer's Personal Information in several ways, including when the Customer or its representatives send correspondence, give information over the telephone, register to make use of the services on the Website, complete or provide an order, purchases goods, makes use of the services, submits payment details, or browses the Website.

20.5 The Customer consents to the processing of the Personal Information by RS (including any affiliate company, agent or contractor authorised by RS to process Personal Information) for the purposes of:

  1. performing obligations arising from, or related to, these Terms and Conditions of Sale, or to the manufacturing and delivery of goods or services;
  2. exercising rights and remedies of RS arising from, or related to, these Terms and Conditions of Sale, or to the manufacturing and delivery of goods or services;
  3. obtaining credit references from third parties to determine the Customer's credit rating, or providing the Customer's credit information to third parties for the determination of the Customer's credit rating;
  4. issuing and delivering payment instructions to a bank for collection of money from a specified bank account;
  5. complying with laws authorising or requiring such processing, including but not limited to the Regulation of Interception of Communications and Provisions of Communication-Related Information Act, 70 of 2002, and the Financial Intelligence Centre Act, 38 of 2001;
  6. facilitating the supply of products and/or the provision of services;
  7. its legitimate business purposes; and/or
  8. performing any other act allowed or required by law

20.6 RS will disclose Personal Information to third parties (such as suppliers or service providers) where this is reasonable or necessary to perform the processing or actions referred to above.

20.7 RS is part of an international group of companies owned by Electrocomponents plc. As part of processing the Personal Information for the purposes described above, RS may transfer the Customer's Personal Information to its affiliates within the group of companies, agents or carefully selected service providers associated with or contracted by RS (eg. credit reference agencies, mailing houses and call centres). RS's affiliates, agents or service providers may be located outside of the Republic of South Africa and may not have data protection legislation with the levels of protection comparable to the legislation of South Africa. Where RS transfers the Customer's Personal Information outside of the Republic of South Africa, RS undertakes to comply with all applicable laws relating to the international transfer of Personal Information. The Customer consents to RS transferring Personal Information to RS's affiliates, agents or service providers outside of the Republic of South Africa for the purposes stated above.

20.8 The Customer has the right:

  1. of access to and the right to rectify the Personal Information collected;
  2. to object at any time to the processing of Personal Information; and
  3. to lodge a complaint with the regulatory authorities pursuant to any applicable data protection legislation.
20.9 While the supply of the Customer's Personal Information to RS is voluntary, a consequence of failing to provide the Personal Information is that RS may be unable to supply products or services to the Customer or properly perform it obligations.

20.10 Section 18(1) of the Protection of Personal Information Act, 2013 ("POPI") requires RS to notify the Customer and its representatives of various things relating to RS's processing of the Personal Information, unless the Customer or the Customer's representatives have agreed otherwise. RS has endeavoured to make such notifications in these Terms and Conditions of Sale. The Customer agrees, for and on behalf of itself and its representatives, that RS does not need to take further steps to comply with any obligations in section 18 (1) (to the extent that RS has not done so) and that these Terms and Conditions constitute sufficient notification.

20.11 The Customer warrants and undertakes that it:
(i) has the right and the authority of its representatives to allow RS to collect and process the Personal Information in the way set out in these Terms and Conditions; and
(ii) will make its representatives aware of the contents of this clause 20.

20.12 RS may send to the Customer and its employees details of other products and services offered by its 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 12182, Vorna Valley, 1686, by telephone on +27 11 691 9300 or by e-mail at database.za@rs-components.com.

20.13 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, subject always to compliance with POPI and other data protection laws.

21. Law and Jurisdiction

21.1 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 non-exclusive jurisdiction of the High Court (Gauteng Local Division, Johannesburg), but RS may enforce the contract in any court of competent jurisdiction.

21.2 Customers who are Consumers may submit any disputes with RS for resolution to the relevant industry Ombudsman

21.3 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.

21.4 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

22. Domicilia

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: notices.za@rs-components.com
The notice shall be deemed to have been duly given:

  1. 5 Business Days after posting, if posted by registered post (airmail, if available) to the Party's address;
  2. 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);
  3. 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.

23. Consumer Protection Act

Nothing in these terms and conditions of sale:

  1. 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; or
  2. requires the Customer to assume risk or liability for this kind of loss to the extent that the law does not allow this.

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 and are registered trademarks of RS Components Limited (incorporated in England and Wales). 

Annexe A Additional terms and conditions for export customers

The terms contained in this annexe are in addition to those contained in the standard terms and conditions of sale to which this annexe is attached. In the event of any conflict between the standard terms and conditions of sale and this annexe, the provisions of this annexe shall prevail.

1. Ordering

All orders must be submitted to RS in writing by post, fax or e-mail and such orders must include full instructions regarding transportation (including mode of carriage) and the country of final destination.

2. Price

All prices exclude:

  1. packaging;
  2. transportation;
  3. insurance;
  4. VAT (if applicable); and
  5. all other duties, taxes, dues, levies or charges imposed in connection with the products by the South African authorities and/or the authorities in any country to which the products are to be transported; and
  6. the fees of any Chamber of Commerce and/or any consular fees of the country to which the products are to be transported,

for which the Customer is solely responsible.

In instances where the parties agree in writing that RS shall be responsible for the export of the products, VAT will not be charged. In all other instances VAT will be charged notwithstanding that the products may subsequently be exported.

3. Payment

Payment terms are cash or direct deposit with order, bank draft or bank guaranteed cheque drawn on a South African bank with order, or (subject to RS' prior written approval) confirmed irrevocable letter of credit.

In instances of payment by confirmed irrevocable letter of credit, same must:

  1. be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision ICC Publication No. 500) as amended;
  2. be irrevocable and opened or confirmed by a recognised South African bank to RS' sole satisfaction;
  3. be expressed to be payable at sight in Rands;
  4. be expressed to allow part shipment;
  5. be expressed to have a validity period of not less than 60 days from date of opening or confirmation;
  6. state that all costs and commissions are for the Customer's account;
  7. conform in all respects to the tender and quotation of RS including with regard to the description of the products, price and delivery terms; and
  8. state the origin of the products to be "various".

4. Delivery

Unless otherwise agreed upon in writing between the parties, delivery shall be in accordance with Incoterms 2010 EXW (20 Indianapolis Street, Kyalami Business Park, Kyalami, South Africa). Where the parties agree that RS shall be responsible for transportation of the products, delivery shall be in accordance with Incoterms 2010 CPT or FCA.

If the Customer does not collect the Products or give RS adequate instructions regarding transportation of the Products from RS' premises, then RS may without prejudice to any of its other rights or remedies:

  1. arrange transportation of the Products to the Customer's domicilium citandi et executandi by whatever means it thinks most appropriate at the Customer's risk and expense; or
  2. arrange storage of the Products at the Customer's risk and expense; or
  3. by notice in writing, treat the agreement between the parties as repudiated by the Customer.

Additional Information on Services

The following options are available to the Customer. RS' current terms and conditions of sale shall also apply. These options and their terms and prices are subject to change. Whilst RS will try to maintain the prices quoted below, RS reserves the right to change them without prior notice at any time.

The information relates specifically and only to the South African market. Full terms and conditions for export markets are available on request.

1. Ordering

  1. ORDER MULTIPLE – OM: This is the minimum pack size products are available in. Orders must be in multiples of this quantity. The minimum price payable for the product is:

• Price payable = price each x OM

2. Delivery

2.1 NEXT DAY DELIVERY (SOUTH AFRICA ONLY):

RS reserves the right to apply a charge of R95 excl.VAT on all offline orders. Online orders over R1000 excl. VAT placed on the website carry no delivery fee, unless specifically communicated differently online. Online orders under R 1000 placed on the website will carry a charge of R95 excl.VAT, unless specifically communicated differently online.

RS aims, but does not guarantee to deliver products the next working day when available from local stock. Stock not held locally will be available within 4 – 6 working days from date of order unless an extended lead time applies.

Details of order cut-off and expected delivery times are given in Table 1. No deliveries will be made on Saturdays, Sundays or public holidays unless it is specifically arranged and the relevant surcharges are agreed to. Delivery times are approximate only.


Table 1: Information on order cut-off, delivery times and delivery charges.

Delivery Service

Days Delivery Available

Order Placement Cut-off Time for same day despatch

Expected Order Delivery Time

Online delivery charge for orders over R1000 excluding VAT*

Offline delivery charge (on all offline orders) excluding VAT**

Mon-Fri

Mon-Fri

Mon-Fri

Mon-Fri

Next day major and metropolitan city delivery

Monday - Friday

4.00pm

Next working day by 12.00 pm

FREE*

R 95

Next day regional cities

Monday - Friday

4.00pm

Next working day by 17.00 pm

FREE*

R 95

*Delivery charges of R95 excl. VAT applicable for online orders less than R1000 in value excl VAT.
**Delivery charges for offline orders of any value

2.2 DANGEROUS GOODS:

Products classified as hazardous / dangerous, including batteries with special transport requirements, will be delivered within 3 – 5 working days subject to local stock availability. Charges as per section 2.1 apply. Hazardous/dangerous products, including batteries not in local stock will attract longer lead times.

2.3 TRADE COUNTER COLLECTION:

Locally stocked products are available for collection from the RS Trade Counter in Johannesburg between 08:00 and 17:00 on weekdays. When collecting from the RS Trade Counter an official purchase order and proof of identity must be presented.

2.4 EXTENDED RANGE PRODUCTS:

All orders containing Extended Range products are subject to additional shipping and handling charges quoted at the time of the order. RS aims to deliver Extended Range orders in 14 - 16 days, subject to stock availability.

2.5 FORWARD ORDERS:

Forward Orders are limited to a 12 month period from the date of the order and to a maximum of 12 deliveries within the 12 month period. We reserve the right to increase pricing inline with normal price adjustments – refer to section 2.2 in the preceeding ‘Terms and Conditions of Sale’

2.6 EXPORT ORDERS AND COLLECTIONS:

All goods purchased and collected for export will be subject to international export regulations as well as the relevant South African legislation.

Export delivery and contract terms will be agreed at the time of the order being placed.

3. Methods of Payment

RS offers an RS account to qualifying customers on 30 day terms as the preferred transaction method. RS account payment can be made by electronic fund transfer (EFT).

Online payment may be made by debit/credit card. Cash can be accepted at the RS Trade Counter.

4. Returns / handling charges

The handling charge for returns which are made in accordance with the returns policy set out in RS's current terms and conditions of sale is 20% of the invoice value or a minimum of R300. Returns not made in accordance with the RS returns policy will only be accepted at RS’s discretion and subject to reprocessing costs as indicated in our general terms and conditions.

5. Calibration

CALIBRATION OF NEW INSTRUMENTS:

RS will arrange the calibration of new products (only available at the time of ordering) to the required standard on request. Such calibrated products are despatched in 10 days from the date of the order subject to stock availability. The price of calibration is quoted on request as well as the lead time that can be expected for the calibration service to be completed. Calibrated products are not available for immediate collection from the RS Trade Counter.

RE-CALIBRATION AND REPAIR OF EXISTING INSTRUMENTS:

Re- calibration and repair of products will be referred to a local repair and calibration service provider.
RS accepts no liability if it fails for any reason to advise the Customer of any due calibration. RS further accepts no liability related to referring the request to a 3rd party calibration and repair centre.
Send all enquiries about repair or calibration to sales.za@rs-components.com or call +27116919300 and ask for repair and calibration assistance.

6. Quality Conformance

A statement of quality conformance is provided for all Products, on the delivery note. Where these fall within the scope of RS' certification to ISO9001:2015, the statement will be in accordance with the conditions of registration. The statement does not provide batch or lot traceability.

7. Ozone Friendly

Aerosols marked with the green ozone friendly flag do not contain CFC's (chlorofluorocarbons), HCFC's (hydro-chlorofluorocarbons) or solvents known to damage the ozone layer.

Registered office: RS Components South Africa Limited, 20 Indianapolis Street, Kyalami Business Park, Midrand, 1686, tel: +27116919300, Fax: +27114621577. Registered No. 1996/000489/10. VAT Registration No. 4190154817.

© RS Components Ltd 2012.