Terms and Conditions of Sale
RS Components Limited is a company registered in England and Wales under company number 1002091, with its registered office at Birchington Road, Weldon, Corby, Northamptonshire NN17 9RS, UK and with VAT number GB 243 1640 91 (“RS”). RS operates the website: http://www.software.rs-online.com (the “Website”).
- Understanding these terms of sale
1.1 These terms of sale (“Terms”) set out the terms on which you may order and purchase a licence to use the software products available on the Website (“Products”). These Terms will become binding on you when you submit an order for Products via the Website and will be incorporated into the contract between you and us in relation to such order for Products (“Contract”).
1.2 When certain words and phrases are used in these Terms, they have specific meanings (these are known as “defined terms”). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in bold and speech marks).
1.3 If you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession, you are acting as a “Consumer”. If you are acting for purposes relating to your trade, business, craft or profession, then you are acting in the course of a business (a “Business User”).
1.4 In these Terms, when we refer to “we”, “us” or “our” (or similar), we mean RS; and when we refer to “you” or “your” (or similar) we mean:
1.4.1 if you are a Consumer: you, the person accessing or using the Website; or
1.4.2 if you are a Business User: the business on whose behalf you are acting.
1.5 If you are a Business User when you access and use the Website (including when you make a purchase), you represent and warrant that:
1.5.1 you have full legal authority to bind the business you represent; and
1.5.2 you agree to these Terms on behalf the business that you represent.
1.6 If you are a Business User, then all orders for Products are subject to these Terms, and no other terms will apply to the supply of Products by RS unless agreed in writing by an authorised signatory of RS or expressly stated otherwise in these Terms.
- Your account and password
2.1 You may need to register an account with us on the Website in order to access certain services available on the Website (“Account”). In order to register an Account, you must be aged 18 or over. If you register an Account, you will be asked to provide certain information (such as your email address) and to create a password, as part of our security procedures. You must treat such the password as confidential and you must not disclose it to any third party. Once you register an Account, you will be a “Registered User”.
2.2 You agree that:
2.2.1 all the information that you provide to us in connection with your Account is complete and accurate;
2.2.2 you are the person whose details you have provided; and
2.2.3 you will notify us immediately if there are any changes to the information you have provided to us.
2.3 We have the right to disable any Accounts and/or passwords, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
2.4 If you know or suspect that anyone other than you knows your Account login details, you must immediately notify us at email@example.com.
2.5 You are responsible for any unauthorised use of your Account login details.
- Ordering Products
3.1 To place an order for Products via the Website (an “Order”) you may need to register an Account and then you must follow the procedure set out on the Website to submit your Order. If you are a Consumer, then you must be at least 18 years old to place an Order. The order process allows you to check and amend any errors before submitting your Order. Please check your Order carefully before confirming it, as once your order is submitted we will being processing it immediately. You are responsible for ensuring that your Order is complete and accurate. The Order process is only available in the English language and we will not file a copy of any contract formed between you and us.
3.2 Your Order constitutes an offer to us. We will confirm our acceptance of your Order by sending you an email confirming the information you included in your Order and providing you with instructions on how to download and install your Product (the “Confirmation Email”). You will also receive a separate email with a licence key to activate your Product. These Terms and the Order will become legally binding on you and us when we send you the Confirmation Email and each Order will incorporate the Terms and will be a new and separate Contract between you and us.
3.3 Your use of the Product is also subject to the terms and conditions of the end user licence which you will be required to enter into with the relevant software provider (the “Software Provider”) (the “EULA”). Please refer to the product page of each Product for information on our Software Providers and the EULAs applicable to the Products.
3.4 NO REFUNDS FOR BUSINESS USERS. If you are a Business User, you cannot cancel an Order once you have placed it and accordingly you are not entitled to any refund or reimbursement in relation to your Order unless we agree otherwise in writing.
3.5 If you are a Business User, then RS may cancel your Order if:
3.5.1 you have not activated your Product’s licence key;
3.5.2 RS voids your Product’s licence key such that it cannot be activated by you or another user; and
3.5.3 you are not in breach of these Terms or applicable law.
If RS cancels your Order in accordance with this clause 3.5, then RS will reimburse you as soon as reasonably practical.
4.1 The prices for the Products are set out on the Website and are inclusive of VAT.
4.2 You will pay for the Products using one of the payment methods set out in the Order process (the “Payment Methods”). You confirm that the card or bank account which is being used is yours, or that you have the authorisation of the account holder to use it. If you use a Payment Method which you are not authorised to use, you will be liable to us for any losses that we suffer as a result of your use of that Payment Method.
4.3 It is always possible that, despite our best efforts, some of the Products may be incorrectly priced. We will normally check prices before accepting your Order so that, where a Product’s correct price at the time of your Order is less than our stated price at that time, we will charge the lower amount. If the Product’s correct price at the time of your Order is higher than the price stated to you, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract and refund you any sums you have paid.
4.4 If your payment is not authorised, your Order will not be fulfilled.
- Consumer Cancellation Rights
5.1 This clause 5 applies to you if you are a Consumer.
5.2 You have a right to cancel your Contract under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “Regulation”) for any reason. The cancellation period expires on the day 14 days after the date upon which your Contract was entered into (the “Cooling Off Period”).
However, you acknowledge and agree that by placing an Order for a Product:
5.2.1 you are requesting that that we supply the Product to you immediately;
you are providing your express consent to receiving the Product from us during the Cooling Offer Period;
you acknowledge that your cancellation rights under the Regulation will be lost and you cannot cancel the Contract, nor are you entitled to a refund under the Regulation; and
we will confirm 5.2.1 to 5.2.3 to you in the Confirmation Email.
5.3 Without detracting from what is written in the clause above, we are legally obliged under the Regulation to provide you with the following information about cancellation rights.
5.4 To exercise the right to cancel, you must inform us of your decision to cancel the Order with us by making a clear statement. The easiest way to do this is to contact us using the details set out in clause 12. You may use the following model cancellation form but you are not required to do so:
Model Cancellation Form
To: RS Components Limited, Birchington Road, Weldon, Corby, Northamptonshire NN17 9RS, UK
E-mail address: firstname.lastname@example.org
I/We(*) hereby give notice that I/We(*) cancel from my/our (*) contract of sale of the following goods(*)/for the provision of the following service,
Ordered on(*) / received on(*)
Name of consumer(s),
Address of consumer(s),
Signature of consumer (only if this form is notified on paper)
(*) Please delete if not applicable
5.5 To meet the cancellation deadline, it is sufficient for you to send your communication concerning the exercise of your right to cancel within the Cooling Off Period, upon which your right to access and use the Product will terminate. We will send you an acknowledgement of receipt of your notice to cancel by email.
5.6 If you cancel under the Regulation, you will:
5.6.1 receive back all payments you made to us;
5.6.2 be reimbursed without undue delay, and no later than 14 days after the day on which you informed us about your decision to cancel; and
5.6.3 you may not use the Product.
5.7 We will make the reimbursement using the same means of payment as you used for the initial transaction and you will not incur any fees as a result of the reimbursement.
6.1 If you are a Consumer, then:
6.1.1 we are under a legal duty to provide you with a Product that conforms with the terms of your Order; and
6.1.2 you have legal rights in relation to Products that are not as described, faulty or otherwise not fit for purpose. If you believe that any Products that you have ordered do not conform with these Terms, please contact us using the details set out in clause 12 to discuss your potential remedies.
6.2 If you are a Business User, then these Terms are in place of all warranties, representations, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise (including implied undertakings of satisfactory quality, conformity with description and reasonable fitness for purpose) relating to these Terms and/or the Products, all of which are hereby excluded by us to the maximum extent permitted by law.
6.3 If you are a Business User, then all descriptions of the Products on the Website or otherwise communicated to you (or the business you represent) are approximate only and shall not form any part of the Contract. RS shall not be liable for any errors or omissions on the Website, the RS catalogue or other RS product advertisement.
7.1 Nothing in these Terms excludes or limits our liability for:
7.1.1 death or personal injury caused by our negligence;
7.1.2 fraud or fraudulent misrepresentation; or
7.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
If you are a Consumer
7.2 If you are a Consumer, then save as set out in clause 7.1:
7.2.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that the Contract between you and us for your Order became binding (i.e., when the Confirmation Email for that Order was issued).
7.2.2 Our total liability to you for any loss or damage arising out of or in connection with these Terms in respect of any particular Order will be limited to the value of that Order, whether in contract (including under any indemnity), tort (including negligence).
7.2.3 You agree not to use the Website, or place any Orders for Products via Website, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.2.4 Nothing in these Terms affects your statutory rights. Advice about your statutory rights is available from your local Citizens’ Advice Bureau or Trading Standards Office.
If you are a Business User
7.3 If you are a Business User, then save as set out clause 7.1:
7.3.1 In no event will we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise.
7.3.2 Our total liability to you for any loss or damage arising out of or in connection with these Terms in respect of any particular Order will be limited to the value of that Order, whether in contract (including under any indemnity), tort (including negligence).
7.3.3 You will indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of any breach of these Terms.
7.4 To the maximum extent permitted by applicable law, RS makes no representations, warranties or guarantees (whether express or implied) in relation to, and is not liable for, any act or failure to act by a Software Provider and the functioning of the applicable Product, and liability between you and the Software Provider is as set out in the applicable EULA.
- Suspension and termination
8.1 If you breach any of these Terms or the EULA, we may immediately do any or all of the following (without limitation):
8.1.1 issue a warning to you;
8.1.2 temporarily or permanently withdraw your right to use the Website;
8.1.3 suspend or terminate your Account;
8.1.4 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
8.1.5 take further legal action against you; and/or
8.1.6 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
- Changes to these Terms or Products
9.1 We may make changes to these Terms from time to time (if, for example, there is a change in the law that means we need to change these Terms). Please check these Terms regularly to ensure that you understand the Terms that apply at the time that you access and use the Website and/or purchase Products. If you are a Registered User, we will provide you with advance notice of any such changes, unless the change is due to a change in law or for security reasons (in which case we may need to change these Terms on shorter notice). If you do not wish to continue using the Website following the changes to the Terms, you can cancel your agreement to these Terms by cancelling your Account.
- Other important information
10.1 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
10.2 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
10.3 If you are a Business User, then these Terms constitute the entire agreement between the parties and supersedes and extinguishes all agreements, arrangements, promises, undertakings, proposals, warranties, representations and understandings between them at any time before their respective signature (“Pre-Contractual Statements”), whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these Terms it does not rely on any Pre-Contractual Statement made by or on behalf of the other party (whether made innocently or negligently) in relation to the subject matter of these Terms, other than those which are set out expressly in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on, and hereby waives all rights and remedies which might otherwise be available to it in relation to, any Pre-Contractual Statement. Nothing in this clause shall limit or exclude the liability of either party arising out of any pre-contractual fraudulent misrepresentation or fraudulent concealment.
- Governing law and jurisdiction
11.1 These Terms are governed by English law. This means that your purchasing of Products via the Website, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law.
11.2 If you are a Business User, you and we irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.
11.3 If you are a Consumer and we direct the Website to your country of residence:
11.3.1 You may bring any dispute which may arise under these Terms to, at your discretion, either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is within the UK, which courts are (with the exclusion of any other court) competent to settle any such a dispute.
11.3.2 We will bring any dispute which may arise under these Terms to the competent court of your country of habitual residence if this is within the UK or otherwise the competent court of England.
11.3.3 You will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms, including section 11.1, affects your rights as a Consumer to rely on such mandatory provisions of local law.
- Contacting us
Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us by clicking here or by using the following details:
Address: Birchington Road, Weldon, Corby, Northamptonshire NN17 9RS, UK
Email address: email@example.com
Terms last updated October 2023