RS Maintenance Solutions Terms and Conditions
(last updated May 2023)
The RS Maintenance Solutions 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 any quote agreed between the Customer and RS for the Services (the “Quote”).
The RS Maintenance Solutions shall be subject to the terms of the Quote except as specifically stated otherwise in these terms and conditions.
In the event of any inconsistency between these terms and conditions and the Quote, the Quote shall prevail.
1. Definitions and interpretation
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 Services to the Customer;
“Customer” shall be as set out in the Quote;
“Equipment” means the Customer asset which is subject to the Services; and
“Services” includes condition monitoring services, laboratory testing services, lubrication services, oil analysis, reliability services, energy services, calibration, re-calibration, software update, repair services as well as any other maintenance solutions from time to time, to be performed by RS, which are all subject to these terms and conditions.
2. General Obligations
2.1. The Customer grants RS and its employees or agents a licence to enter the Customer premises for the purpose of performing the Services in accordance with these terms and conditions. RS shall procure that its employees and agents comply with the reasonable health and 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.
2.2. RS reserves the right to apply RS branding to the Equipment, which may include a certificate label and integrity seals. For on-site Services RS shall request the Customer’s permission to do so.
2.3. Where, the Services consist of the provision by RS of software update, RS does not warrant that any software will be uninterrupted, error free, or secure. Any software update shall be provided “as is” with no warranty or liability for RS.
2.4. Except in respect of the Repair service, the Equipment must be free from physical and electrical damage and from modifications (other than modifications detailed in the literature supplied with the Equipment).
3. Calibration and re-calibration services
3.1. RS offers two types of calibration Services: standard certification which gives traceability to national standards and UKAS accreditation which gives an international recognised industry mark of quality.
3.2. Calibration Services
3.2.1. RS offers calibration Services at point of purchase for certain products of the test and measurement category. The Customer shall select its preferred calibration option (as per clause 3.1) at the point of purchase.
3.2.2. RS shall also provide a diarised re-calibration reminder service.
3.3. Re-calibration Services
3.3.1. The Parties shall agree whether RS shall provide free collection and delivery from and to the Customer’s site, or if the Customer shall drop off and pick up the Equipment from the relevant local RS branch.
3.3.2. Except in the case of gross negligence RS shall have no liability in respect of any minor repairs, replacement or adjustment of fuses or batteries or cleaning which may be provided at no additional cost as part of the re-calibration Services.
3.4. Where applicable, RS will check the Equipment for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are traceable to National Standards. When the laboratory reports a statement of conformity to a specification, it shall use guidance within document: ILAC G8.09/2019. The acceptance limits applied will be derived from the manufacturer’s specification or application standard (e.g. DIN, EEC, BS etc) where available and for Calipers with RS document SCQAR532.
3.5. During calibration, RS will be testing against the Equipment acceptance limits. If such tests fail, calibration will also fail. However, if the device can physically be adjusted and RS holds the necessary documentation to carry out such adjustment, RS may attempt a new calibration free of charge.
3.6. If the Customer requires different acceptance limits or no adjustments to be performed they shall notify the RS sales team at point of order by emailing email@example.com.
3.7. The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide a product that has been calibrated or recalibrated by RS to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.
4. Repair Services
4.1. The Repair Service is subject to the availability of parts and is only available if the Equipment has not suffered excessive physical or electrical damage and is free from modifications (other than modifications detailed in the literature supplied with the Equipment).
4.2. The Customer must have complied with any instructions set out in the repair information/questionnaire supplied with the Equipment.
4.3. RS may at its absolute discretion either repair the Equipment or replace it with a substitute Equipment. Any Customer-generated software returned with the Equipment 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.
5. Site visits – confirmation and cancellations
5.1. RS will liaise directly with the nominated site contact to schedule suitable site days to conduct site visits, where relevant to the Services. Once confirmed, it will be the Customer’s responsibility to ensure that RS engineer(s) can obtain access to all plant areas/items required as necessary to complete the visit.
5.2. In the event where the Customer wishes to postpone or cancel any confirmed site visits it shall give RS no less than 3 Business Days advance written notice. RS shall then endeavour to re-schedule the site visit where reasonably possible in line with the Customer’s requirements, and will endeavour to reallocate work to its engineers to reduce wasted shifts resulting from late cancellations. For any cancellation or postponement given with less than 3 Business Days’ notice, RS reserves the right at tis discretion to charge Customer a fee equal to 50% of the value of the services, plus costs.
6.1. The prices to be paid for the Services shall be the price agreed between the parties in any Quote.
6.2. All prices are quoted in Pounds Sterling and unless otherwise stated, are net Ex Works. Export goods are zero-rated for UK Value Added Tax. UK VAT applicable for UK the Customer at the prevailing rate.
6.3. Unless otherwise stated, prices are exclusive of delivery charges. The Customer shall assume responsibility for shipping arrangements and freight charges from RS premises in the UK to the final destination.
6.4. It is the Customer's responsibility to ensure shipment compliance with local customs regulations at destination, including, but not limited to: - import duties, taxes, excise, levies, quotas and health & safety regulations.
7. Reporting for oil analysis Services
7.1. Analytical tests results are not intended to be a recommendation by RS for any particular course of action. The Customer shall be responsible for taking action as it sees fit on the basis of such results. The reported result(s) relate specifically to the sample(s) drawn and delivered by the Customer or their nominated third party. The reported result(s) provide no warranty or verification on the sample(s) representing any specific goods, material and/or shipment and only relate to the sample(s) as received and tested.
7.2. RS shall have no liability for any damages caused to the samples during their transit to RS facilities and the Customer acknowledges that the conditions surrounding the samples during transit may impact the results. Any report shall not discharge or release any manufacturers, sellers, suppliers from their commercial, legal or contractual obligations to Customer buyers or end-users in respect of products provided by such manufacturers, sellers or suppliers. This report by itself shall not imply that the Equipment is or has ever been under a RS certification program.
7.3. The Customer shall not use the RS name or any of the RS marks in relation to the sale or advertisement of the tested Equipment without RS’s prior written approval.
8. Term and termination
8.1. The Services shall commence on the Commencement Date and (unless terminated earlier in accordance with these terms and conditions) shall continue in force for the period agreed by the Parties in the Quote (the “Term”).
8.2. Where the Customer chooses to terminate a Service before the Term, the Customer shall be liable to pay the full price for the Services up to the end of the Term.
9. Force Majeure
Neither Party shall be deemed to be in breach of this Agreement, or otherwise liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any circumstances beyond that Party's reasonable control.
10. Liability and Remedies
10.1. Nothing in this Agreement shall limit or exclude either Party's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or anything else which it cannot by law limit or exclude liability for.
10.2. Except as provided in sub-clause 11.1 and 11.4, neither Party will be liable for the following loss or damage, whether arising in tort (including negligence), contract or breach of statutory duty, and even if foreseeable by either Party: loss of profits; loss of business; loss of contracts; loss of revenue; loss of goodwill; loss of production; loss of anticipated savings or any indirect or consequential loss.
10.3. Subject to sub-clause 10.1, RS's liability under or arising out of this Agreement shall be limited to an amount equal to the total value of all Products purchased by the Customer in the twelve (12) months preceding the event giving rise to liability.
10.4. RS shall have no liability where, as part of the Services, it recommends the Customer a specific course of action. Any decisions based on the output of any of the Services shall solely be made by the Customer under its own responsibility.
10.5. Nothing in this Agreement limits the Customer's liability to pay the charges for the Services.
11. General provisions
11.1. This Agreement sets out the entire agreement and understanding between the Parties in respect of the subject matter of this Agreement. Each Party acknowledges that it has entered into this Agreement in reliance only upon the representations, warranties and promises specifically contained or incorporated in this Agreement and, save as expressly set out in this Agreement, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
11.2. During the Term and for a period of 3 years after termination or expiry of this Agreement, except with the consent of the disclosing party or as required by law, a court order or by the rules of any relevant Stock Exchange or by any relevant regulatory or government authority or to the extent that information has come into the public domain through no fault of the receiving party, each party shall treat as strictly confidential all commercial and technical information relating to the other party received or obtained as a result of entering into or performing this Agreement including but not limited to information which relates to the provisions or subject matter of this Agreement, to any other party or to the negotiations of this Agreement.
11.4. Nothing in this Agreement shall create, or be deemed to create, a partnership between the Parties.
11.5. This Agreement shall be binding on and for the benefit of the successors in title of the Parties and shall not be assignable by any Party without the prior written consent of the other.
11.6. No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties.
11.7. To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
11.8. No single or partial exercise, or failure or delay in exercising any right, power or remedy by any Party shall constitute a waiver by that Party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
11.9. Where under this Agreement any Party agrees to pay to any other Party any sum which is consideration for a taxable supply such sum shall be exclusive of Value Added Tax payable thereon and the recipient of the said supply shall pay Value Added Tax in addition to any sum on receipt of valid Value Added Tax invoice from the relevant Party.
11.10. Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
11.11. Each Party shall bear its own costs and expenses incurred in the preparation, execution and implementation of this Agreement.
12.1. Any notice to a Party under this Agreement shall be in writing signed by or on behalf of the Party giving it and shall, unless delivered to a Party personally, be left at, or sent by prepaid first class post or prepaid recorded delivery to the address of the Party as set out on page 1 of this Agreement or as otherwise notified in writing from time to time.
12.2. A notice shall be deemed to have been served: at the time of delivery if delivered personally; or forty-eight (48) hours after posting in the case of an address in the United Kingdom and ninety-six (96) hours after posting for any other address. If the deemed time of service is not during normal business hours in the country of receipt, the notice shall be deemed served at two (2) hours after the opening of business on the next business day of that country.
13. Governing Law and Jurisdiction
13.1. This Agreement and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by English law.
13.2. The parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, its subject matter or formation.