Definitions and interpretation
The Call-Off Inventory services form part of the Value Added Services supplied by RS Components Limited (“RS”) to the Customer (each being a “Party”; both being the “Parties”) pursuant to the framework agreement entered into between RS and the Customer on or around the Commencement Date (the “Framework Agreement”).
The Call-Off Inventory services shall be subject to the terms of the Framework Agreement except as specifically stated otherwise in these terms and conditions.
In the event of any inconsistency between these terms and conditions and the Framework Agreement, the Framework Agreement shall prevail. In the event of any inconstancy between these terms and conditions and the RS Conditions of Sale, these terms and conditions shall prevail.
In these terms and conditions, unless the context otherwise requires, the following definitions shall apply.
"Commencement Date" means the date when RS will start supplying the Service to the Customer;
“Customer” shall be as defined in the Framework Agreement;
“Extended Term” means any automatic renewal 6 months period following the Initial Term;
“Initial Term” means a period of 6 months from the Commencement Date;
"Maximum Inventory" means the maximum quantities of Products supplied by RS to the Customer to be held by RS, as specified in Appendix 1 (to be updated or amended by RS from time to time);
"Minimum Inventory" means the minimum quantities of Products supplied by RS to the Customer to be held by RS as specified in Appendix 1 (to be updated or amended by RS from time to time);
"Products" means those products belonging to RS and/or its affiliates specified in Appendix 1 to be supplied to the Customer pursuant to these terms and conditions and to be held by the Customer in the relevant RS Local store (as amended or updated by RS from time to time);
“RS Local” means an RS location where Products can be collected by the Customer;
“Services” means the Call-Off Inventory services, as further described in clause 2.1 of these terms and conditions; and
“Term” means the Initial Term and any Extended Terms as relevant.
General Obligations
2.1 In consideration of the Customer agreeing to comply with its obligations pursuant to these terms and conditions, RS agrees to hold the Products at the relevant RS Local in accordance with the provisions of these terms and conditions.
2.2 All orders are separate binding contracts, formed at the point RS confirms the order in accordance with clause 4, subject to RS’s standard conditions of sale (“RS Conditions of Sale”) as set out on the RS website from time to time and the terms of any framework agreement (which includes these terms) entered into between the parties (the “Agreement”), to the exclusion of any standard terms of purchase of the Customer.
2.3 The Customer will only be charged for Products at the point they are shipped to the Customer as part of this Service, or as otherwise set out in these terms and conditions.
- Prices Unless otherwise agreed, Products will be sold at the prices set out in Appendix 1 for the Initial Term. At the end of the Initial Term, or any Extended Term, RS may review the pricing and update Appendix 1 appropriately. All prices exclude VAT, which RS will add at the rate applicable at the date of despatch.
Products will be held under a Maximum Inventory and Minimum Inventory arrangement, as further set out in Appendix 1. At the beginning of each Extended Term RS will undertake a commercial review in conjunction with the Customer and reserves the right to vary the prices detailed in Appendix 1.
Ordering
The Customer will place orders for the Products directly with the relevant RS Local from the Commencement Date. On each such order, the Customer will clearly state that the order is placed under these terms and conditions.
The RS Local will confirm the Products’ availability and the relevant price with any delivery information. The contract for the order of the Products shall be formed at the point of order confirmation.
Delivery
The RS Local will deliver Products in a reasonable timeframe and will inform the Customer of any delivery charges prior to delivery.
Commitment
6.1 The Customer acknowledges that RS is holding the Products up to the maximum stocking volume Ievels set out in clause 11 for the Customer to purchase during the Term. The Customer therefore agrees that it will purchase amount of stock holding of Products RS holds as at the date of termination or expiry, up to the maximum level set out in clause 11, plus any Products ordered by RS from its suppliers which are non-cancellable (the “Stock Holding”) within the Term, unless RS terminates the Agreement early in accordance with clause 10. For the avoidance of doubt, this includes any outstanding stock which is held at the end of the Term.
6.2 Where the Customer fails to purchase any quantity of the Stock Holding during the Term, unless RS terminates the Agreement early in accordance with clause 10, the Customer agrees to purchase any outstanding Products at the end of the Term, up to the Maximum Customer Commitment Value outlined in Appendix 1.
6.3 Non-renewal of the Agreement at the end of the Initial Term or any Extended Term shall not be early termination.
Cancellations and Returns
The Customer may not cancel any order or return any Products delivered under this Agreement. If a Product is faulty or damaged the standard warranty set out in the RS Conditions of Sale will apply.
Changes to stocking levels
8.1 The Customer can request in writing at any time during the Term that RS increases the Stock Holding. Where RS agrees to such a request, it will provide the Customer with a written confirmation of the variation, to include all pricing information.
8.2 At any time during this Agreement the Customer can request in writing that RS Components stops holding one or more of the Products to allow the currently held Products to be used. Where the Customer makes such a request, it will be liable for any Products that, at the time of the request, are held by the RS Local. Where the Customer fails to make such a request, it will be liable for all Products held by the RS local at the end of the Term.
Discontinued Products
9.1 From time to time suppliers will notify RS of a Product change or give RS notice that a Product is no longer available. In such circumstances, RS will offer the Customer an appropriate alternative product to take the place of the relevant Product, which may be sold at a different price.
9.2 Should the alternative product not be acceptable to the Customer, the Customer may cancel the Services in relation to such products as soon as the entire residual stockholding of relevant Products has run out.
Termination
The Services shall commence on the Commencement Date and (unless terminated earlier in accordance with these terms and conditions) shall continue in force until terminated by either Party giving the other Party no less than thirty (30) days’ written notice to the other subject to Clause 6 (commitment) or in the event of a termination of the Framework Agreement.