1. General
1.1 All orders for products ("Products") or services ("Services") will be accepted by RS Components Ltd ("RS") subject to these terms and conditions of sale. Any person who places orders for Products or Services with RS ("Customer") is bound by these terms and conditions. No other terms will apply to the supply of Products and Services by RS unless agreed in writing by an authorised signatory of RS. RS reserves the right to amend these terms and conditions at any time without giving any prior notice to Customers. The most current version of these terms and conditions can be found at hken.rs-online.com. References to the "RS website" include RS's website and any other catalogue of products published by RS in any medium.
1.2 All descriptions of the Products and Services contained on the RS website or otherwise communicated to 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 its website, the RS catalogue or other Product and/or Service advertisement. 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.
1.3 Products with 10-digit stock numbers starting with '250xxxxxxx' (“Extended Range”) 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.
1.4 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 (“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.
1.5 The Customer’s particular attention is required for clause 11, which sets out certain limitations of RS’ liability.
2. Prices
2.1 The 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 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 on the RS website at the time of order acceptance by RS, except for Products or Services ordered for delivery at a future specified date (“forward orders”). The price for forward orders may be varied by RS after the date of order acceptance by written notice to the Customer.
2.3 All prices exclude any sales tax which, if applicable, RS will add at the rate applicable at the date of order acceptance. If sales tax applies to any supply of Products or Services, the Customer must pay an additional amount equal to the amount of relevant sales tax. RS will provide a compliant tax invoice.
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 product.
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 post, telephone, email or facsimile within a reasonable period of receipt of the order by RS. Further, RS may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by post, telephone, email or facsimile within a reasonable period of receipt of the order by RS. 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 telephone, fax or internet 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 at the date of order or will be notified to the Customer at the time of order. Customer is informed that delivery options and prices in the printed hard copy catalogue are subject to change and up-to-date information can be found on the RS website. In the event of any conflict between delivery options and delivery prices for any products listed on the RS website and in the hard copy catalogue, the delivery options and delivery prices listed on the RS website shall prevail.
4.3 Delivery prices are applicable on a per order basis, 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. 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 and RS shall not be liable for any loss or damage (including indirect, consequential or economic, or loss of profits) suffered or incurred by the Customer or any other party in relation to late delivery.
4.6 Orders containing Extended Range products where the total value of Extended Range products in any such order is less than HK$1,500 are subject to an additional shipping and handling charge as quoted at the time of order. Orders containing Extended Range products with a total value for Extended Range products in such orders of HK$1,500 or more will not be subject to an additional shipping and handling charge. These shipping and handling charges apply on a per order basis, 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.
4.7 Special delivery conditions may apply for export orders. Please contact RS for more details by calling 2421 9898.
5. Inspection, Transit Delays and Non-delivery
5.1 The Customer must inspect all Products as soon as is reasonably possible after delivery or collection. The Customer shall, within 10 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 written notice to RS in detail of:
i. Any defect in a Product that is apparent on reasonable examination. In this case RS shall, at RS's discretion, replace the Product or refund the purchase price. See clause 9 for terms of Warranty. 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 (“Wrongly Delivered Products”). In this case RS shall, at RS's discretion, replace the Products or refund the purchase price, provided the Wrongly Delivered Products shall be returned to RS in accordance with RS’s instruction and at its expense; 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 with full satisfaction. RS's 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 must be made in advance prior to delivery using the following modes:
i. Credit Card
ii. Telegraphic bank transfer
iii. Cheque payment (cheque must be cleared before delivery)
6.2 Credit terms (subject to satisfactory references and at RS's absolute discretion) are available. If credit has been granted, the customer must pay in accordance with the credit terms agreed. All payments must be made without any set-off, deduction or counterclaim.
6.3 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. the Customer will be liable to pay all expenses and legal costs incurred by RS (on an indemnity basis) in relation to obtaining or seeking to obtain an appropriate remedy for recovering any outstanding sums due payable by the Customer to RS; and
iii. RS may 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 the prevailing Hongkong and Shanghai Banking Corporation best lending rate plus 1 per cent, compounded monthly; and
iv. treat that all other existing contracts between the Customer and RS as repudiated by the Customer if the Customer fails to pay all such unpaid amount within thirty days of notice by RS; and
v. suspend delivery of Products or Services under that or any other contract for as long as the default continues.
7. Risk and Ownership
7.1 In the case of Products to be delivered to the Customer's property, risk of loss of or damage to the Products shall pass to the Customer on delivery, unless the Customer wrongfully 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.
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 recover and return of all Products where ownership has not passed to the Customer. The Customer hereby authorises and permits RS and its agents to recover any such Products in such circumstance, and to enter any premises of the Customer for that purpose. Until ownership of any Products supplied has been passed to the Customer (the “Unpaid Products”):-
i. the Customer shall store the Unpaid Products separate from other product of the Customer and/or keep them in such a way (at no cost to RS) that they can be readily identified as being the property of RS;
(ii) the Customer shall hold the Unpaid Products on a fiduciary basis as RS’s bailee;
(iii) the Customer shall not destroy, deface or obscure any identifying mark on or relating to the Unpaid Products; and
(iv) the Customer shall maintain the Unpaid Products in satisfactory condition and keep them insured on behalf of RS for their full replacement value against all risks.
7.3 Without prejudice to RS’s other rights and remedies, in the event that the Customer has sold any of the Unpaid Products, the Customer shall hold the proceeds from such sale as trustee for and on behalf of RS and shall pay such proceeds to RS forthwith upon demand from RS.
7.4 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 of the Products.
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. Warranties and Remedies
9.1 RS warrants that no Product purchased from RS is materially defective in material and workmanship. Defects that fall within customary trade tolerances are not grounds for rejection of the Products or a breach of warranty.
9.2 To the extent permitted by law, in the event of any such Product being materially defective in accordance with clause 9.1, and subject to the provisions of clause 5 (Inspection, Transit Delays and Non-Delivery) surrounding defects apparent on delivery and the Customer’s compliance of such provisions, RS will (at its option) replace or repair the Product or refund the purchase price of the Product.
9.3 To the extent permitted by law, in the event of any Service being defective, and subject to the provisions of clause 13 (Services) provided using reasonable care and skill, 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 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; 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.
9.7 Where the Customer returns defective Products otherwise than in accordance with these provisions, RS may refuse to accept the return of 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 (including any costs and expenses) 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.
9.12. In giving the warranties set out above, RS does not exclude or limit any application of relevant law where to do so would contravene that law or cause any term of these conditions to be void ("Non Excludable Condition"). These warranties are in addition to any Non- Excludable Conditions.
10. Export Control and Limitations of Use
10.1 Certain Products sold by RS are subject to export control regulations of Hong Kong, United Kingdom, United States of America, European Union and other countries (“Export Laws”). The Customer shall comply with all such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the Products into such relevant territories.
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 and enforced by Hong Kong, United Kingdom, United States of America, European Union or any other country.
10.3 The Customer certifies and declares 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 (Export Control and 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, tort or otherwise in respect of one or more of:
i. any express or implied terms of the contract between RS and the Customer, or of any order accepted by RS;
ii. any duty of any kind imposed on RS by law 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 in the aggregate to HK$300,000 or the total value of the order, whichever is greater.
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. Cancellations and Returns
12.1 The Customer may not cancel orders once accepted by RS. RS may, at its absolute 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.
12.3 A processing charge may apply in respect of all Products returned other than due to defects covered by the warranty at clause 9 (Warranties and Remedies). RS reserves the right to apply a handling charge of 10% of invoice value or HK$100, whichever is higher.
12.4 Customers may only return Products to RS, and receive a credit or refund and on the following conditions:
i. The Customer must contact RS on 2421 9898 in advance to obtain prior consent and a returns number (to be quoted on all relevant paperwork);
ii. Return 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, unused 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 (including those available in the Product Returns section) or with any Product regarding its return to RS; and
v. Products must be adequately packed and despatched freight prepaid, clearly labelled to: Customer Service Department, RS Components Ltd, 16/F, Dynamic Cargo Centre, 188 Yeung Uk Road, Tsuen Wan, N.T., Hong Kong.
vi. 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.
12.5 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, which RS’s decision shall be final and binding on the Customer) 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).
12.6 This Returns Policy as provided under this clause 12 excludes software, DVDs, videotapes, books, 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 or for any items received by RS with them.
12.8 The Customer may only cancel or amend scheduled orders (i.e. orders for Products to be delivered periodically and which are specifically sourced for the Customer) if notice is received in writing at least 14 days prior to the next delivery date.
13. Services
13.1 RS offers Services in respect of Products. These Services include: REPAIR, CALIBRATION, SOFTWARE, UPDATE, EPROM PROGRAMMING 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. Except in respect of the REPAIR service, the Product must be free from physical and electrical damage and from modifications (other than modifications detailed in the literature supplied with the product). The special conditions which apply to repairs, calibration, software update and eprom programming are:
i. Repairs: The REPAIR service is subject to the availability of parts and is only available if the Product has not suffered excessive physical or electrical damage and is free from modifications (other than modifications detailed in the literature supplied with the Product). Any instructions set out in the repair information/questionnaire supplied with the Product in question must be complied with. RS may at its absolute discretion either repair the Product or replace it with a substitute Product. Any Customer-generated software returned with a Product will be erased or otherwise destroyed on receipt and RS shall not be under any liability whatsoever in respect of any data contained in such software.
ii. Calibration: RS will check the Product for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are traceable to National Standards. If RS has to carry out more than the minor adjustments appropriate to a normal recalibration routine, RS will either return the Product to the Customer or, on receipt of the appropriate order, will repair the Product subject to RS' Repair Service conditions, before further Calibration. In this case, the Repair Service charge will be payable by the Customer in addition to the Calibration Service charge.
iii. Software Update: RS will install the latest version of software. RS will functionally check the unit to ensure software acceptance.
iv. Eprom Programming: The Customer shall be liable to RS for any damage and/or expense to RS arising from any computer virus present in any media supplied to RS by the Customer for use in the EPROM programming service. Any data or programmes contained in Customer's devices will be erased or otherwise destroyed and RS shall not be under any liability in respect of such data or programmes. The Customer must advise RS of its specific requirements and RS accepts no liability if the Customer fails to do this. The Customer warrants that the copying or processing by RS of any programme supplied to RS in any form will not infringe the intellectual property or other rights of any third party.
14. Force Majeure
A force majeure event is any event beyond the reasonable control of RS (including but not limited to government actions, war, fire, explosion, flood, labour disputes, 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 and/or compensation to the Customer.
15. Intellectual Property Right
15.1 The Customer acknowledges that RS and its licensors own the intellectual property rights in the RS website, the RS catalogues, the catalogue content and the stock numbers, and that their whole or partial reproduction without RS's prior written consent is prohibited.
15.2 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.
16. Anti-Bribery
16.1 The Customer shall (and shall ensure that persons associated with it or other persons who are acquiring and/or procuring to acquire Products 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 UK Bribery Act 2010 and the Prevention of Bribery Ordinance (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 Customer, 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;
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 the performance of any transactions between the Customer and RS under these terms and conditions of sale;
16.2 The Customer is informed that:
i 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;
ii 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
iii entertainment of RS employees is acceptable only if it has a justifiable business purpose, and approved by the management of RS and the Customer. It should be of a reasonable nature and such that RS's employees, agents or contractors, can reciprocate.
16.3 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.
16.4 Any breach of this clause 16 shall be a material breach of these terms and conditions which is incapable of remedy.
17. Data Protection and Customer Information
17.1 RS shall keep personal details of the Customer and its employees (the “Data”) confidential at all times. RS policies and practices with respect to the collection, use, retention, disclosure, transfer, security and access of the Data will be in accordance with the law of Hong Kong and are set out in our Privacy Policy.
17.2 RS is part of an international group of companies owned by RS Group plc and is registered as a data controller under the UK Data Protection Act 1998. By placing any orders of Products and Services with RS under these terms and conditions of sale, the Customer hereby grants its consent that any member of this group may keep and use personal details of the Customer and its employees for the purposes of providing Products and Services to the Customer. In addition RS may disclose the Customer's and its employees' details to organisations working on behalf of RS anywhere in the world on a confidential basis (for example, credit reference agencies, mailing houses and call centres) for the purpose of proper fulfilment of orders and RS' obligations under these terms and conditions of sale. The terms of the Privacy Policy are hereby incorporated into these conditions. Excepting if it would otherwise create or allow a breach of law, the provisions of these conditions of sale nevertheless prevail over any inconsistency between these conditions of sale and our Privacy Policy. Please see our Privacy Policy on the RS Website for full details.
17.3 RS may send to any business Customer and its employees details of other products and services offered by its group that may interest the Customer provided that the relevant Customer and/or its employees have granted their consent for RS to use their personal details for marketing purposes. RS may not use any personal details of Customers and/or their employees for marketing purposes prior to obtaining their express consent for such purpose. If the Customer or its employees, after the giving of their consent, do not want to receive details of these offers, or wish to amend or correct their details, then they should contact the Customer Service Department, RS Components Ltd either in writing at P.O. Box 80108 Cheung Sha Wan Post Office Hong Kong or by e-mail at: onlinehelp.hk@rsgroup.com
17.4 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.
18. Law and Jurisdiction
18.1 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 Hong Kong Law and the Customer submits to the non-exclusive jurisdiction of the courts of Hong Kong, but RS may enforce the contract in any court of competent jurisdiction。
18.2 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.
18.3 The Contracts (Rights of Third Parties) Ordinance shall not apply to these terms and conditions of sale, and unless specifically herein provided, no person other than the Customer and RS shall have any rights under these terms and conditions of sale. Nor shall these terms and conditions of sale be enforceable by any person who is not a party to these terms and conditions of sale under the Contracts (Rights of Third Parties) Ordinance or other substantively similar legislation, or such other applicable laws.
Registered office: RS Components Ltd, P.O. Box 80108 Cheung Sha Wan Post Office Hong Kong RS, PurchasingManager® and the symbol are trademarks of RS Components Limited. An Electrocomponents Company.