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    Terms and Conditions of Sale Call Off Inventory

    Last Updated July 2023

    1. Definitions and interpretation

    The Call-Off Inventory service is a Value Added Service supplied by RS Components Limited (“RS”) to the Customer (each being a “Party”; both being the “Parties”) pursuant to the agreement entered into between RS and the Customer on or around the Commencement Date (the “Agreement”).

    The Call-Off Inventory services shall be subject to the terms of the Agreement and these terms and conditions.

    In the event of any inconsistency between these terms and conditions and the Agreement, the Agreement shall prevail. In the event of any inconsistency between these terms and conditions and the RS Conditions of Sale for the Product, 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;

    Core Products” means any Products that feature in the RS catalogue;

    Customer” shall be as defined in the Agreement;

    Non-Core Products” means any Products that does not feature in the RS catalogue and has to be sourced specifically for the Customer upon request;

    "Products" means both Core and Non-Core products belonging to RS to be supplied to the Customer pursuant to the purchase order raised in accordance with these terms and conditions and to be held by the Customer in the relevant RS Local store;

    RS Local” means an RS location where Products are stored by RS;

    Services” means the Call-Off Inventory services, as further described in clause 2.1 of these terms and conditions; and

    Term” means a period not exceeding 12 months from the Commencement Date.

    2. General Obligations

    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.

    The Customer will only be invoiced for Products at the point they are dispatched to the Customer as part of this Service.

    3. Prices and Payment

    Unless otherwise agreed, Products will be sold at the prices set out in the Agreement and paid for in accordance with the terms of the Agreement.

    Products & agreed initial stockholding quantities held under these terms and conditions will be set out in Appendix 1 appended to the Agreement, as agreed between the parties.

    4. Ordering and Commitment

    On the Commencement Date, Customer will place a purchase order for the Products directly with the relevant RS Local against which call-off quantities will be dispatched and invoiced.

    On or around mid-way into the Term, RS: (i) will, review the remaining stockholding quantity and any delivery information; and (ii) reserves the right to dispatch and invoice up to 50% of the remaining quantities.

    At the end of the Term, RS will dispatch and invoice the remaining stockholding quantity.

    5. Delivery

    RS will deliver Products in a reasonable timeframe and will inform the Customer of any delivery charges prior to delivery.

    If a Product received is found to be faulty or damaged the standard warranty set out in the RS Conditions of Sale will apply.

    6. Changes to stocking levels

    The Customer may not cancel or return any Non-Core Products.

    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.

    At any time during the Term the Customer can request in writing that RS Local stops holding one or more Core Products. Where the Customer makes such a request, RS reserves the right to charge Customer a fee of up to 20% of Core Product value as a handling charge to cover re-stocking activities.

    7. Discontinued Products

    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.

    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.

    8. Limited Shelf Life Products

    Any Products with a limited shelf-life, will not be eligible to be held under Call-off Inventory terms and conditions.