Business
Private
EURExc. Vat

General Terms and Conditions of Sale

(Version updated September 2024)

1. Concepts

Distrelec: means Distrelec BV, De Tweeling 28, 5215 MC 's Hertogenbosch - Postbus 5021, 5201 GA 's Hertogenbosch, Netherlands;

Distrelec Privacy Policy: means the Distrelec Privacy Policy available at https://www.distrelec.be/cms/datenschutz

Distrelec Returns Department: means as indicated in the returns section of the Distrelec website;

Distrelec website:means the Distrelec website available at https://www.distrelec.be

2. General

2.1 These terms and conditions apply to all orders for products on the Distrelec website that are accepted by Distrelec. No other terms and conditions apply to the supply of products by Distrelec unless agreed in writing by an authorised signatory of Distrelec or expressly stated otherwise in these terms and conditions.

2.2 Any descriptions of the products on Distrelec's website or otherwise communicated to a purchaser of such products (the "Customer") are approximate only and do not form part of the agreement between Distrelec and the Customer. Distrelec shall not be liable to the Customer for any errors or omissions on the Distrelec website, in the Distrelec catalogue or in any other product advertising. The advertisement of products on the Distrelec website is not an offer that can be accepted; it is merely an invitation from Distrelec to the Customer to make an offer to purchase products. Distrelec's acceptance of the Customer's order will take place when Distrelec confirms the pricing and delivery dates to the Customer in writing, at which point an agreement between Distrelec and the Customer is formed.

2.3 Products which are not kept in stock by Distrelec of which some may have a 10 digit stock number beginning with "2508..." or "2509..." (products from the "Extended Range") are not kept in stock by Distrelec. Any provisions of these terms and conditions that expressly relate to products in the Extended Range shall prevail over any conflicting provisions elsewhere in these terms.

2.4 These terms do not apply to export transactions, ServicePlus products nor to Product Plus products, which are subject to separate terms.

2.5 For private individuals acting as consumers separate terms and conditions apply which can be found on the Distrelec website.

2.6 The Customer should pay particular attention to clause 12, which contains certain limitations on Distrelec's liability.

3. Prices

3.1 The prices of the products are as stated on the Distrelec website. Distrelec reserves the right to change prices at any time without notice. The Customer is advised that the prices and products in the printed paper catalogue are subject to change. Up-to-date information can be found on the Distrelec website. In the event of a conflict between the prices for products listed on the Distrelec website and the prices listed in the physical catalogue, the prices listed on the Distrelec website shall prevail.

3.2 The price of an ordered product is the price quoted on Distrelec's website at the time the order is accepted by Distrelec, except for products ordered for delivery on a future date ("Future Orders"). The price for Future Orders may be changed by Distrelec after the date of acceptance of the order by written notice to the Customer.

3.3 All prices are exclusive of VAT and other applicable local sales taxes, which Distrelec will add at the rate in effect on the date of acceptance of the order.

3.4 Prices for products in the Extended Range are as stated on the Distrelec website, unless agreed in writing with an authorised representative of Distrelec. Discounts given by Distrelec in connection with Distrelec standard stock products or other Distrelec offers do not apply to products in the Extended Range. Products from the Extended Range are invoiced separately from standard stock products.

4. Order

4.1 Distrelec reserves the right to refuse to deal with any company or person. Distrelec may refuse to accept an order, whether or not payment has already been received, by notifying the Customer of the non-acceptance by telephone or email within a reasonable period of time after receipt of the order by Distrelec. In addition, Distrelec may cancel accepted orders by notifying the Customer in writing by telephone or email within a reasonable period of time after receipt of the order by Distrelec . If Distrelec refuses or cancels an order for which payment has been made, it will refund the Customer the amount as soon as possible.

4.2 Distrelec will fulfil orders in accordance with the Customer's requirements, but may supply replacement products if the Customer so desires or if the product has been superseded by the latest version. To the extent that orders cannot be delivered in full from stock, the undelivered portion (at the Customer's option) will either be placed on backorder to be delivered when Distrelec has available stock again, or cancelled and refunded to the Customer.

4.3 The Customer must place orders using Distrelec's stock numbers and the price units used on the Distrelec website or in the Distrelec paper catalogue, and must indicate which delivery option is chosen. Any confirmation of a previous order by the Customer must be marked "CONFIRMATION ONLY" or otherwise clearly marked as a confirmation in order to avoid duplication. If the Customer orders the wrong product or number of products, or places orders twice, the provisions of article 13 (Cancellations and returns) apply.

5. Delivery

5.1 Subject to any cancellation, replacement or non-fulfilment of the Customer's order in accordance with clause 4 (Order), Distrelec will supply the products specified in the Customer's order. Distrelec may use third parties for the delivery of products to Customers.

5.2 The Customer's delivery options, and the prices for them, are as stated on the Distrelec website on the date of order or are communicated to the Customer at the time of the order. The Customer is advised that the delivery options and prices in the printed paper catalogue are subject to change and that up-to-date information can be found on the Distrelec website. In the event of any conflict between the delivery options and prices for products listed on the Distrelec website and those listed in the printed catalogue, the delivery options and prices listed on the Distrelec website shall prevail.

5.3 The delivery prices are per order, regardless of the number of products ordered. Unless otherwise agreed in writing, delivery will be made to the Customer's usual business address.

5.4 Distrelec endeavours to deliver the products in accordance with the times and dates for delivery indicated on the Distrelec website or by Distrelec staff (the "Estimated Delivery Date"), but the Estimated Delivery Date is only an approximation and Distrelec cannot be held liable for the consequences of any delay in delivery. The delivery period is not a definitive deadline. The delivery of products that are marked in the paper catalogue or on the Distrelec website as requiring special handling may (due to the nature of the products) take more time.

5.5 If a delivery has not taken place within the Estimated Delivery Date, Distrelec will provided that the Customer has informed Distrelec of this delay endeavour to verify that the product has been delivered and inform the Customer of the status of the delivery or the new Estimated Delivery Date. Distrelec may also, at its sole discretion, refund the total cost of delivery to the Customer. If a revised Estimated Delivery Date is not acceptable, Distrelec may also offer an alternative delivery option at its sole discretion. These are the Customer's exclusive remedies in the event of late delivery.

5.6 Distrelec aims to supply products from the Extended Range in accordance with the lead times published for these products on the Distrelec website. All of these lead times are only an approximation, and there are no other delivery options available for products from the Extended Range. Following the Customer's order, Distrelec may notify the Customer that Distrelec is unable to fulfil an order for products from the Extended Range within the published lead time and may offer alternative options.

6. Inspection, delayed delivery and non-delivery

6.1 The Customer must inspect the products as soon as reasonably practicable after delivery or collection. The Customer must notify Distrelec in detail within 30 days of the date of delivery or collection or, in the case of point iv below, the Estimated Delivery Date or any revised Estimated Delivery Date , of:

  1. Any defect in the product that comes to light upon reasonable examination. In this case, Distrelec will, at its option, replace the products or refund the purchase price. In any case, the Customer must refuse the packages delivered to him in a damaged condition;
  2. Any shortage of delivered products. In that case, Distrelec will, at its sole discretion, supply the undelivered products or refund the price of the undelivered products;
  3. Any delivery of products that does not correspond to the order. In this case, Distrelec will, at its option, replace the products or refund the purchase price; or
  4. Any non-delivery of the products (in which case the deadline is within 10 days of the estimated date of shipment). In that case, Distrelec will deliver the undelivered products or refund the price of the undelivered products.

6.2 If the Customer fails to provide such notice, the products shall be deemed to be satisfactory in all respects in conform with the order and free from visible defects, and the Customer shall be deemed to have accepted the products accordingly. Distrelec's registration of the shipped products (including quantity) shall constitute conclusive evidence that the Customer has received the products, unless the Customer provides evidence to the contrary.

6.3 The remedies set out above are the exclusive remedies of the Customer in the event of non-delivery or defective delivery of products, or in the event of visible defects in the products or delivery of products that are not in accordance with the order.

7. Payment

7.1 If Distrelec has not granted credit to the Customer, payment will be in advance at the time of ordering.

7.2 Credit terms are available (subject to satisfactory references and at Distrelec's sole discretion). Where credit has been granted, Distrelec will send an invoice to that Customer upon acceptance of a Customer's order. This invoice will be sent by email in PDF format, unless otherwise agreed between Distrelec and the Customer. The Customer shall pay the price of the product no later than net thirty (30) days from the date of the invoice. All payments must be made without any set-off, deduction or counterclaim.

7.3 If any amount has not been paid by the due date of payment, then, without prejudice to any other right or remedy:

  1. all amounts still owed by the Customer shall become immediately due and payable, notwithstanding the fact that such amounts would otherwise have become due at a later date, and
  2. Distrelec may charge a fee to the Customer as an estimate of the administrative and other additional costs incurred by Distrelec in the amount of €40; and
  3. Distrelec may also charge interest to the Client on the unpaid amount from the due date until the date of full payment (both before and after any conviction), at the rate set out by the Ministry of Finance in implementation of Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions; and
  4. Distrelec may cease accepting orders and/or suspend shipments until payments have been made in full.

8. Risk and Ownership

8.1 In the case of products to be delivered to the Customer's premises, the risk of loss or damage to the products passes to the Customer upon delivery, unless the Customer unjustifiably fails to take delivery of the products, in which case the risk passes to the Customer at the time Distrelec has attempted to supply the products. For products that the Customer has collected at an Distrelec point of sale, the risk of damage or loss of the products passes to the Customer at the time of collection.

8.2 Ownership of the products supplied will not pass to the Customer until the purchase price of the products and any other sums due to Distrelec have been paid in full . If the Customer is late in paying any amount to Distrelec, Distrelec shall be entitled to the immediate return of all products whose ownership has not passed to the Customer. The Customer authorises Distrelec and its representatives to reclaim such products in such circumstances.

8.3 If Distrelec claims or recovers the products, this will not automatically relieve the Customer of its obligation to pay the full price and take delivery of the products, and will not deprive Distrelec of the right to claim the full price.

9. Product and Availability Information

9.1 Distrelec reserves the right to withdraw products from the market or make design changes as part of its ongoing product improvement programme, or to improve product availability, without notice, and such changes may occur throughout the life of an Distrelec catalogue. The most up-to-date information on the availability and design of the products supplied by Distrelec can be found on the Distrelec website.

9.2 Unless otherwise confirmed in writing, nothing on the Distrelec website or in any Distrelec catalogue shall be construed as representing the source of origin, manufacture or production of the products or any part thereof.

10. Warranties and remedies

10.1 Distrelec warrants that none of the products purchased from it have material defects.

10.2 If any such product is materially defective, Distrelec will (at its option) replace or repair the product or refund the purchase price, subject to the provisions of clause 5 (Delivery) concerning defects that are visible at the time of delivery.

10.3 These warranties do not apply to defects resulting from improper use, failure to follow product instructions, or repairs or alterations carried out without Distrelec's consent.

10.4 The remedies provided for in this clause 10 are the Customer's sole remedies in the event of a breach of warranty and in respect of the delivery or non-delivery of products.

10.5 The information described in this clause 10 remedies described above are available only on condition that:

  1. a claim is made in writing to Distrelec prior to the return of a defective product and within 12 months of the original dispatch date, or such period as may be specified in writing by Distrelec from time to time for specific products (it being understood that for certain RND products or RS PRO products this period may range from 12 to 36 months, as stated on the Distrelec website); and
  2. the Customer returns or discards the relevant products, or makes them available for collection by Distrelec, in accordance with Distrelec's instructions and properly packaged. In particular, the Customer must obtain a return number from Distrelec at the time of each return and include it on all paperwork, as well as the original invoice number relating to the products and the nature of the alleged defect.

10.6 Where the Customer returns defective products by any means other than in accordance with these provisions, Distrelec may refuse such products and return them to the Customer at the Customer's expense.

10.7 Products replaced by Distrelec become the property of Distrelec. Ownership of the replacement products shall pass to the Customer in accordance with the provisions of clause 8 (Risk and Property), and the warranty period of the replacement product is equal to the remaining warranty period of the defective product.

10.8 The Customer shall have no remedy in respect of any incorrect statement made to it and relied upon when ordering the products (unless such incorrect statement has been made fraudulently), other than the remedies expressly provided for in these Terms.

10.9 Except as expressly provided in these Terms, all implied statutory or other warranties and conditions with respect to the delivery or non-delivery of products are excluded to the fullest extent permitted by law (including, but not limited to, the implied conditions of satisfactory quality, fitness for purpose).

10.10 The Customer acknowledges that it is his responsibility to ensure that the products he orders are suitable for the purposes for which he intends to use them.

11. Export control and usage restrictions

11.1 Certain products sold by Distrelec are subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries ("Export Laws"). Customer shall comply with such Export Laws and obtain any license or authorization required to transfer, export, re-export or import the products.

11.2 Customer shall not directly or indirectly sell, have sold, dispose of, export, re-export or otherwise supply the products to any country or entity subject to sanctions or embargoes from the United Kingdom, the United States of America, the European Union or any other country.

11.3 The Customer declares that the products purchased from Distrelec will not be used, sold or included in products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, means of delivery and systems therefor, or in the development of weapons of mass destruction.

11.4 The products sold by Distrelec are not recommended or authorized for use in life support, surgical implantation, nuclear or aircraft applications or for use or application where the failure of any component could cause significant damage to persons or property.

11.5 The classification of products for export purposes, including ECCN and harmonised tariff codes, is for internal use of Distrelec only. Such information is provided by Distrelec in good faith on the basis of the information available to it at the time of its composition. Distrelec does not warrant that this information is up-to-date or correct and cannot be held liable to the Customer for any loss or damage suffered by the Customer as a result of reliance on such information. The use of the information is at the Client's own risk, without any right of recourse against Distrelec . Customer is responsible for compliance with all applicable export laws, including the determination of the correct classification of an item at the time of onward export.

12. Liability

12.1 Subject to clause 12.3, Distrelec shall not be liable for (whether arising in tort (including negligence), breach of contract or any other obligation): (a) indirect or consequential loss; (b) loss of earnings; (c) loss of profits; (d) loss of productivity; (e) loss of production; (f) loss of business or anticipated future business; (g) economic damage; or (h) damage to reputation or goodwill.

12.2 If, subject to other provisions in these Terms, Distrelec should have any liability, Distrelec's liability to the Customer arising out of or in connection with these Terms or any order, whether contractual, extra-contractual or otherwise, shall be limited in aggregate to €10,000 or the total value of the order, whichever is greater.

12.3 Nothing in these Terms, including but not limited to this clause 12, limits or excludes Distrelec's liability for death or personal injury caused by the negligence of Distrelec or its employees, agents or subcontractors, or for any other matter which cannot be limited or excluded by law.

13. Cancellations and returns without defects

13.1 Distrelec may, at its sole discretion, authorise in writing the cancellation of an order where the product is not defective, provided that Distrelec shall recover the costs incurred by Distrelec from the Customer and the costs set out in this clause 13 processing fees will be paid.

13.2 In the event of cancellation of only part of an order, Distrelec may invoice the Customer for the difference between the unit sales price applicable to the quantity actually shipped up to the time of cancellation and the quantity ordered.

13.3 A processing fee may be charged for all products that are returned, other than due to defects covered by the warranty provisions of article 10 fall.

13.4 Customers may only return products to Distrelec and receive a credit, refund or replacement subject to the following conditions:

  1. The Customer must contact Distrelec to obtain a return number (to be included on all relevant paperwork)
  2. Returns must be made within 30 days of the date of delivery (as stated on the delivery documents) or collection of the product(s).
  3. The products must be returned to Distrelec in their original condition and packaging, in such a condition that they are immediately suitable for resale;
  4. The Customer must follow all the specific instructions provided on the Distrelec website for each product in relation to its return to Distrelec ;
  5. The products must be returned to the Distrelec Returns Department properly packaged and clearly labelled; and
  6. The Customer must indicate the return number on the package to be returned.

13.5 Where the Customer returns products to Distrelec which do not comply with clauses 13.4 (i) – (vi) of clause above, clause 13.4 (e.g. after the expiry of the return period or in an unsuitable condition), Distrelec may refuse to accept the return and return the products to the Customer at the Customer's expense or may charge Distrelec a processing fee relating to the actual cost of the reprocessing.

13.6 This no-defect product return policy does not apply to software, calibrated products, production packaging, non-catalogued products, Extended Range products, specially manufactured products, and any products marked as non-cancellable (NC) or non-returnable (NR). In addition, Distrelec will not accept returned electrostatic discharge (“ESD”) sensitive devices where the original Distrelec ESD shielding packaging is no longer intact, e.g. if the bag has been opened and resealed or if multiple bags have been stapled together.

13.7 Distrelec accepts no responsibility for loss of or damage to products during the Customer's carriage to Distrelec, where Distrelec has not provided the collection services.

14. Force Majeure

A force majeure event is an event beyond Distrelec's reasonable control (including but not limited to strikes, pandemics, epidemics, crises or outbreaks, government action, traffic congestion, the failure of an external line, or Distrelec's inability to procure the materials or items necessary for the performance of the Contract, except at increased prices). If Distrelec is prevented or limited from performing all or part of its obligations under these terms and conditions as a result of force majeure, Distrelec will be relieved of its obligations during the period that the force majeure continues and Distrelec will not be liable for any delay and/or failure in the performance of its obligations during that period. If the force majeure continues for more than fourteen days, Distrelec may cancel the order in question, without this giving rise to any liability on the part of Distrelec towards the Customer.

15. Intellectual Property Rights

15.1 The Customer acknowledges that Distrelec and its licensors own the intellectual property rights in the Distrelec website, Distrelec's catalogues, the contents of the catalogue and the stock numbers, and that their reproduction in whole or in part without Distrelec's prior written consent is prohibited.

15.2 Distrelec does not guarantee the Customer that the products supplied do not infringe the intellectual property rights of a third party.

16. Anti-bribery

16.1 The Customer shall (and shall ensure that persons associated with it or other persons purchasing goods in connection with these Terms) comply with all applicable laws, regulations and regulations relating to the prevention of bribery and corruption (the "Relevant Requirements") and shall:

  1. not induce (directly or indirectly) any employee, representative or subcontractor of Distrelec to make a concession or grant a benefit to the Customer or to refrain from or prevent any action in exchange for a gift, money or other incentive;
  2. not do or omit to do any act that would cause Distrelec to act in breach of the Relevant Requirements; and
  3. promptly notify Distrelec of any request or demand for improper financial or other benefit of any kind received by the Customer in connection with these Terms.

16.2 Financial restrictions on gifts and entertainment are included in the RS Group anti-bribery policy and further information is available on request.

16.3 Any violation of this clause 16 constitutes a material breach of these terms and conditions that cannot be remedied.

17. Data Protection and Customer Information

17.1 For more information on how Distrelec process personal data, please refer to Distrelec Privacy Policy.

18. Miscellaneous

Waiver

18.1 The failure or delay in enforcing or exercising any right or remedy by a party under these Terms or under law shall not be deemed a waiver of that or any other right or remedy, nor shall it operate in such a way as to prevent the enforcement or exercise of that or any other right or remedy at a later time. A waiver of a breach of these Terms will not be deemed a waiver of a subsequent breach.

Alterations

18.2 Any proposed amendment to these Terms will not be effective until it is in writing (excluding email) and signed by or on behalf of each party.

Applicable law and competent court

18.3 The agreement between Distrelec and the Customer based on these terms, as applicable to any order placed by the Customer, shall be governed by and construed under Belgian law and the Customer submits to the exclusive jurisdiction of the courts of the district of Brussels, Belgium, but Distrelec may enforce the agreement in any court of competent jurisdiction.

18.4 If any part of these Terms is held by a court or competent authority to be unenforceable or would be deemed unenforceable if it were to be interpreted or construed in a particular way, then it is the express intention of the parties that the relevant wording be construed or construed in such a way as to prevent such determination and that, If such a finding nevertheless exists, the remainder of the provision in question shall be interpreted or interpreted in such a way as to give it full legal force.

If these terms and conditions change, the revised terms and conditions will include a new effective date and will be posted on the Distrelec website. Please check back regularly to keep informed of updates. The effective date of these terms and conditions is September 2024.