Definitions and interpretation
The RS ScanStock® 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 RS ScanStock® 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 these terms and conditions, unless the context otherwise requires, the following definitions shall apply.
"Business Day" means a day (other than a Saturday, a Sunday or a public holiday) on which clearing banks are open for all normal banking business in the city of London;
"Commencement Date" means the date when RS will start supplying the Service to the Customer;
"Conditions of Sale" means: (i) in respect of core products, RS’s standard terms of sale from time-to-time, as set out at https://uk.rs-online.com/web/generalDisplay.html?id=aboutRS%2Fterms-conditions-of-sale; or (ii) in respect of Product Plus products, RS’ standard terms of sale for Product Plus, as set out at https://uk.rs-online.com/web/generalDisplay.html?id=i%2Fpptc;
“Customer” shall be as defined in the Framework Agreement;
“Data Protection Law” means all applicable laws relating to data protection and privacy including (without limitation) the EU General Data Protection Regulation (2016/679), and any amending or replacement legislation from time to time, and the terms “personal data”, “process” and “data controller”, shall have the meanings set out in the Data Protection Legislation;
"Maximum Inventory" means the maximum quantities of Products supplied by RS to the Customer to be held by the Customer in the RS ScanStock® Store, 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 the Customer in the RS ScanStock® Store 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 RS ScanStock® Store (as amended or updated by RS from time to time);
"RS ScanStock® Store" means the storage media provided by RS to the Customer for the receipt and storage of the Products in accordance with clause 3;
“Services” means the RS ScanStock® services, as further described in clause 8, 9, 10 of these terms and conditions; and
"Withdrawal" means the physical removal of any Products from the RS ScanStock® Store by an employee, agent or contractor of the Customer and "Withdrawn" and "Withdraw" shall be construed accordingly.
General Obligations
2.1 In consideration of the Customer agreeing to comply with its obligations pursuant to these terms and conditions, RS agrees that the Customer shall hold the Products at the RS ScanStock® Store in accordance with the provisions of these terms and conditions.
2.2 As and when required for use by the Customer, the Customer shall Withdraw Products from the RS ScanStock® Store.
2.3 The Customer grants RS and its employees a licence to enter upon the Customer premises for the purpose of providing the Services in accordance with these terms and conditions. RS shall procure that its employees comply with the reasonable Health & Safety policies of the Customer at all times on the Customer’s premises. The Customer shall be responsible for providing a safe working environment to any RS employee on its premises.
2.4 The Customer shall permit RS to apply RS branding to the RS ScanStock® Store in a format to be agreed between the Parties.
Establishment of a RS ScanStock® Store
3.1 The Customer shall undertake the fitting of the RS ScanStock® Store to the Customer premises, if necessary, and shall be responsible for locating the RS ScanStock® Store in a secure location on the Customer premises.
3.2 The Products must always be stored in the RS ScanStock® Store in accordance with all instructions provided by RS and all storage conditions indicated on the packaging of the Products.
3.3 In the event that the Customer also purchases or owns any electronic or industrial components other than the Products and/or owns any products purchased or otherwise obtained from RS outside the scope of these terms and conditions, the Customer shall ensure that such products are stored separately from the Products.
3.4 The Customer shall be solely liable for the costs associated with providing and maintaining the RS ScanStock® Store.
Delivery of Products
4.1 On the date agreed between the Parties, RS will make a first delivery equal to the Maximum Inventory of Products to the RS ScanStock® Store.
4.2 All deliveries of Products to the RS ScanStock® Store made pursuant to these terms and conditions shall be made upon the terms of the Conditions of Sale.
Product Storage
5.1 Without limitation to any other provisions of these terms and conditions, the Customer shall:
(a) not alter, obscure, remove, conceal or otherwise interfere with any markings or labels on the Products nor add any markings or labels to the Products without the prior consent of RS in writing; and
(b) be responsible for acts and omissions of its employees, agents and other personnel.
Purchase terms
6.1 All Products shall be sold and purchased upon the terms of the Conditions of Sale.
6.2 The Customer shall not supply third parties from the RS ScanStock® Store.
6.3 The prices to be paid for the Products shall be the prices agreed between the parties for standard purchases.
6.4 The prices shall be exclusive of all applicable amounts in respect of value added tax (VAT) and any other applicable duties, levies and/or taxes. The Customer shall, on receipt of a valid tax invoice from RS, pay to RS such additional amounts as are chargeable on the supply of the Products.
6.5 RS shall, at the frequency agreed between the parties (no less than once per week), inspect the Products levels in the RS ScanStock® Store and use reasonable endeavours to ensure that at all times the quantity of Products available in the RS ScanStock® Store is no less than the Minimum Inventory and no more than the Maximum Inventory.
Risk and Title to the Products
7.1 Risk in the Products shall pass to the Customer on delivery of the Products to the Customer.
7.2 Notwithstanding that the Products shall be located at the RS ScanStock® Store and the passing of risk in the Products pursuant to sub-clause above or any other provision of these terms and conditions, RS shall retain title and ownership of the Products until payment in full and cleared funds for each purchase has been received by RS, at which point title and ownership shall transfer to the Customer.
7.3 Until such time as the title and ownership in the Products passes to the Customer in accordance with sub-clause 7.2, the Customer shall:
(a) store the Products in accordance with clauses 3 and 5;
(b) keep the Products properly stored, protected and insured;
(c) hold the Products as RS's fiduciary agent and bailee; and
(d) give RS such information relating to the Products as RS may from time to time request.
7.4 Until such time as title in the Products passes to the Customer, RS shall be entitled:
(a) at any time to enter the RS ScanStock® Store to inspect the Products; and
(b) at any time to require the Customer to deliver up the Products to RS and, if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.
7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products or any other goods supplied by RS which remain the property of RS, but if the Customer does so all monies owed by the Customer to RS shall (without prejudice to any other right or remedy which may be available to RS) immediately become due and payable.
Consignment Goods
8.1 If there is any inconsistency between this clause 8 (Consignment Goods) and any other provision in these terms and conditions and/or the Conditions of Sale, the terms of this clause will prevail.
8.2 In this clause the following definitions shall apply:
8.3 "Consignment Goods" means the stock of products held by the Customer at the RS ScanStock® Store on a consignment basis specified in Appendix 2. Elsewhere in these terms and conditions, unless the context otherwise requires, the term "Products" shall include the Consignment Goods.
8.4 "Purchase" means the contract of sale which is concluded when an employee, agent or contractor of the Customer makes a Withdrawal. This contract of sale shall be made at the agreed prices and on the Conditions of Sale.
8.5 The Customer agrees to hold the Consignment Goods on behalf of RS on a consignment basis.
8.6 The Customer shall have the right to Withdraw Consignment Goods from the RS ScanStock® Store. Upon each Withdrawal a Purchase shall be made.
8.7 RS shall, at the frequency agreed between the parties (no less than once per week), inspect the level of Consignment Goods in the RS ScanStock® Store and issue to the Customer an invoice for all Purchases since the last inspection.
8.8 Each month RS will send to the Customer by e-mail a consolidated summary of all Purchases made by the Customer in that month.
8.9 The Customer shall be responsible for all risk of loss or damage to any Consignment Goods held at the RS ScanStock® Store.
8.10 The Customer shall handle and store the Consignment Goods with all due care and skill so as to maintain them in perfect condition and shall protect the Consignment Products from any loss or damage.
8.11 The Consignment Goods shall remain the property of RS, even after delivery of the Consignment Products to the RS ScanStock® Store. The Customer shall visibly demarcate and label the Consignment Goods as property of RS and shall keep the Consignment Goods separate from other goods kept in stock, including other products purchased from RS (if any) so that it shall be immediately clear that the Consignment Goods are Consignment Goods and are the property of RS.
8.12 Without limitation to any other provisions of these terms and conditions, the Customer shall:
(a) not alter, obscure, remove, conceal or otherwise interfere with any markings or labels on the Products nor add any markings or labels to the Products without the prior consent of RS in writing;
(b) not distribute, lease, sell, market or otherwise alienate the Consignment Goods held in consignment or appoint any reseller, distributor or agent to do so (unless permitted by the terms of another agreement between the Parties and then only in accordance with the provisions of that agreement); and
(c) follow the reasonable instructions of RS so as to ensure no deterioration in the quality or appearance of the Consignment Goods or their packaging.
8.13 The Customer shall immediately report to RS any theft, damage or loss of Consignment Goods at the RS ScanStock® Store or any other incidents that directly or indirectly affect the Consignment Goods or the RS ScanStock® Store.
8.14 The Customer shall be liable to RS for any loss, damage or theft of any Consignment Goods or the RS ScanStock® Store itself caused by the Customer, its employees, agents, and/or third parties to whom it has granted access to the RS ScanStock® Store and RS shall be entitled raise an invoice for such Consignment Goods so lost, damaged or stolen at the prices set out in Appendix 2 unless otherwise agreed.
8.15 The Customer acknowledges and agrees that:
(a) any opening, re-labelling or damaging of the Consignment Goods shall be deemed a Withdrawal triggering the payment obligation in accordance with the terms of these terms and conditions; and
(b) RS shall have the right (without prejudice to any other right or remedy which may be available to RS) to prohibit the Withdrawal by the Customer of additional Consignment Goods upon an event of breach by the Customer of any of its obligations under these terms and conditions.
8.16 If the Services are terminated,
(a) the Customer shall, prior to the date of termination of the Services, Purchase any Consignment Goods remaining in the RS ScanStock® Store; and
(b) RS shall be entitled, on the date of termination of the Services, to issue an invoice for the price of all Consignment Goods remaining in the RS ScanStock® Store at that date which shall be payable by the Customer in accordance with these terms and conditions.
8.17 If the Services are terminated by RS in accordance with clause 11, RS may require the Customer to deliver up the Consignment Goods to RS and, if the Customer fails to do so forthwith RS shall be entitled to enter upon any premises of the Customer or any third party where the Consignment Goods are stored and repossess the Consignment Goods.
8.18 The provisions of this clause shall survive termination of the Services.
Buffer Stock
9.1 In this clause the following definitions shall apply:
9.2 “Buffer Stock” means 2 months’ worth of forecasted Customer requirements (agreed between the Parties) of the Products listed in Appendix 3. The Buffer Stock will not be replenished after any notice to terminate the Services has been served by either Party.
9.3 To ensure the ready-availability of additional Products to maintain the required inventory levels, RS shall use reasonable endeavours to hold the Buffer Stock at the RS Local branch specified in Appendix 3 (save during any period following service of notice to terminate the Services).
9.4 If the Services are terminated (for any reason other than by the Customer in accordance with clause 11),
(a) the Customer shall, prior to the date of termination of the Services, Purchase any Buffer Stock remaining in the RS Local branch; and
(b) RS shall be entitled, on the date of termination of the Services, to issue an invoice for the price of all Buffer Stock remaining in the RS Local branch at that date which shall be payable by the Customer in accordance with these terms and conditions.
9.5 The provisions of this clause shall survive termination of the Services.
Free Storage Solution
10.1 If there is any inconsistency between this clause 10 (Free Storage Solution) and any other provision in these terms and conditions, the terms of this clause will prevail.
10.2 RS shall provide the RS ScanStock® Store at RS’s cost, and undertake such assembly on the Customer Premises as may be necessary on a date agreed with the Customer, save that RS is not responsible for any fixture or fitting to physically secure the RS ScanStock® Store to the Customer premises. RS shall at all times retain ownership of the RS ScanStock® Store.
10.3 The Customer grants RS and its employees a licence to enter upon the Customer premises to remove the RS ScanStock® Store at the end of the Services.
(a) If these Services are terminated (for any reason other than by the Customer in accordance with clause 11),
(b) the Customer may elect to purchase the RS ScanStock® Store at a price equivalent to the original cost price to RS at the date of installation. If the Customer does not elect to purchase, RS shall, on or near the date of termination, inspect the RS ScanStock® Store and:
(i) if it is in an acceptable state of repair, notify the Customer to uninstall the RS ScanStock® Store so that RS can disassemble and remove it on the termination date; or
(ii) if it is damaged, notify the Customer that the Customer must purchase the RS ScanStock® Store at a price equivalent to the original cost price to RS at the date of installation; and
(c) RS shall be entitled, if applicable, on the date of termination of the Services, to issue an invoice for the cost of the RS ScanStock® Store, which shall be payable by the Customer in accordance with the Framework Agreement.
10.4 RS's total liability under or arising out of this clause 10 (Free Storage Solution) shall be limited to replacing the RS ScanStock® Store.
10.5 If the Services are terminated by RS, RS may require the Customer to deliver up RS ScanStock® Store to RS and, if the Customer fails to do so forthwith RS shall be entitled to enter upon any premises of the Customer and repossess the RS ScanStock® Store.
10.6 The provisions of this clause shall survive termination of the Services.
10.7 The provisions of clauses 8, 9, 10, 11 and any other clause which by its provisions is intended to survive, shall survive termination of the Services.
Term and 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 to the other Party not less than ninety (90) days' notice or in the event of a termination of the Framework Agreement.