Termini e condizioni RS ScanStock®

These terms and condition (these “Terms”) apply to the supply by RS to the Customer of a Minimum Inventory (as defined below) (the “Services”) and together with the front sheet and schedules attached to these, constitute the “Agreement”.

1. Definitions and interpretation

• "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 Rome.
• "Commencement Date" means the date when the Services start.
• "Conditions of Sale" means (i) in respect of core products, RS’s standard terms of sale from time-to-time or (ii) in respect of Product Plus products, RS’ standard terms of sale for Product Plus (if applicable).
• “Data Protection Law” means all applicable laws relating to data protection and privacy including (without limitation) the EU General Data Protection Regulation (2016/679) ("GDPR") and the Italian Privacy Code (Legislative Decree no. 196/2003), 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 GDPR.
• "Maximum Inventory" means the maximum agreed quantities of Products supplied by RS to the Customer to be held by the Customer in the RS ScanStock® Store.
• "Minimum Inventory" means the minimum agreed quantities of Products supplied by RS to the Customer to be held by the Customer in the RS ScanStock® Store.
• "Products" means those products belonging to RS and/or its affiliates to be supplied to the Customer pursuant to these Terms and to be held by the Customer in the RS ScanStock® Store.
• "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.
• "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physical removal of any Products from the RS ScanStock® Store by an employee, agent or contractor of the Customer and "Withdrawn" and "Withdraw" shall be construed accordingly.

2. General Obligations

2.1 In consideration of each Party agreeing to comply with its obligations pursuant to these Terms, RS agrees that the Customer shall hold the Products at the RS ScanStock® Store in accordance with the provisions of these Terms.

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 or agents a licence to enter upon the Customer premises for the purpose of providing the Services, including to remove the RS ScanStock® Store at the end of the Agreement. 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.

2.4 In the event of any conflict between these Terms and the Conditions of Sale, these Terms shall prevail.

3. Establishment of a RS ScanStock® Store

3.1 If there is any inconsistency between this clause and any other provision in these Terms, the terms of this clause will prevail.

3.2 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. 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. RS shall not be responsible for the cost or risk of physically securing the RS ScanStock® Store to the Customer premises. RS shall at all times retain ownership of the RS ScanStock® Store, except as otherwise stated in this clause 3.

3.3 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.

3.4 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 the Agreement, the Customer shall ensure that such products are stored separately from the Products.

3.5 On termination of the Agreement:

1. the Customer may elect to purchase the RS ScanStock® Store at the list price 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 at its own cost and risk 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 the list price at the date of installation; and
2. RS shall be entitled, if applicable, on the date of termination of the Agreement, to issue an invoice for the cost of the RS ScanStock® Store, which shall be payable by the Customer in accordance with these Terms.

3.6 Subject to clause10.1, RS's total liability under or arising out of this clause 3 shall be limited to replacing the RS ScanStock® Store.

3.7 If the Agreement is terminated by RS in accordance with clauses 8.2 or 8.3, 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.

4. Delivery of Products

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.

5. Product Storage

Without limitation to any other provisions of these Terms, the Customer shall:

1. 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
2. be responsible for acts and omissions of its employees, agents and other personnel.

6. Purchase terms

6.1 All Products shall be sold subject to 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 for the Products shall be the prices agreed between the parties for standard purchases and 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.

6.4 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.

7. 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. Title and ownership of the Products shall remain with RS until payment in full and cleared funds for each purchase has been received by RS.

7.2 Until such time as the title and ownership in the Products passes to the Customer in accordance with sub-clause 7.1, the Customer shall:

1. store the Products in accordance with clauses 3 and 5;
2. keep the Products properly stored, protected and insured;
3. hold the Products as RS's fiduciary agent and bailee; and
4. give RS such information relating to the Products as RS may from time to time request.

7.3 Until such time as title in the Products passes to the Customer, RS shall be entitled:

1. at any time to enter the RS ScanStock® Store to inspect the Products; and
2. 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.

7.4 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.

8. Term and termination

8.1 The Agreement shall commence on the Commencement Date and (unless terminated earlier in accordance with sub-clause 8.2) shall continue in force until terminated by either Party giving to the other Party not less than ninety (90) days' notice.

8.2 The Agreement may be terminated immediately on written notice by either Party if the other Party:

1. commits a material breach of these Terms, provided that where such breach is capable of remedy the breaching Party has been advised in writing of the breach and has not rectified it within thirty (30) days of receipt of such notice;
2. is the subject of any: (i) steps taken for the making of an administration order or the appointment of an administrator under the out-of-court procedure under Italian laws, (ii) notice given of an intention to appoint an administrator, (iii) steps taken for the appointment of a receiver or administrative receiver, or (iv) action by an encumbrancer to take possession of or sell any of that Party's assets;
3. ceases to carry on business at any time for thirty (30) consecutive days.

8.3 RS may terminate the Agreement immediately on written notice to the Customer if the Customer is in default of any payment due to RS.

8.4 The provisions of clauses 7, 8.4, 9, 10 and 13 and any other clause which by its provisions is intended to survive, shall survive this Agreement.

9. Force Majeure

9.1 Neither Party shall be deemed to be in breach of these Terms, or otherwise liable to the other, by reason of any delay in performance or non-performance of any of its obligations under these Terms 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 these Terms 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 10.1 and 10.4, 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 the either Party: loss of profits; loss of business; loss of contracts; loss of revenue; loss of goodwill; loss of production; loss of anticipated savings; cost of making good the area within which the RS ScanStock® Store was fitted by the Customer; or any indirect or consequential loss.

10.3 Subject to sub-clause 10.1, RS's liability under or arising out of these Terms shall be limited as follows: to an amount equal to for any damage to the Customer's tangible property shall be limited to €10,000; or in respect of all other liabilities arising out of or in connection with these Terms, an amount equal to the charges paid or payable by the Customer in the 12 months preceding the claim..

10.4 Nothing in these Terms limit the Customer's liability to pay the charges for the Products.

11. Anti bribery

11.1 The Customer shall (and shall procure that persons associated with it or other persons who are receiving Services in connection with these Terms shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, (the "Relevant Requirements") and shall:

1. not (directly or indirectly) induce any employee, agent or subcontractor of RS to make any concession to or confer any benefit on the Customer, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
2. not do or omit to do any act that will cause or lead RS to be in breach of any of the Relevant Requirements; and
3. promptly report to RS any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms.

11.2 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.

11.3 Any breach of this clause shall be a material breach of these Terms which is incapable of remedy.

12. Modern Slavery

12.1 The Customer shall take reasonable steps to ensure that slavery and human trafficking is not taking place in any of its supply chains or in any part of its own business. The Customer shall, at RS' request, provide RS with a statement of any such steps it has taken, and such other information as RS may reasonably require in order to enable it to prepare a slavery and human trafficking statement. The Customer shall notify RS immediately if it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement.

13. Miscellaneous

13.1 RS may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without the prior consent of the Customer.

13.2 The Customer shall not use or disclose any and all information in whatever form, whether in oral, tangible or documented form, that: (a) is by its nature confidential; or (b) the Customer knows or ought to know is confidential; or (c) is designated by RS as confidential, and in each case is disclosed to or otherwise learnt, acquired or developed by the Customer in connection with these Terms (or their subject matter). This clause shall survive this Agreement.

13.3 Each Party shall comply with its obligations under the Data Protection Law in respect of any personal data it processes under or in relation to the Agreement. Without prejudice to the foregoing, where RS acts as a data controller in respect of any personal data processed in relation to the Agreement, RS shall process or arrange for the processing of the personal data only in accordance with the RS Privacy Policy as set out here.

13.4 No purported variation of these Terms shall be valid unless it is in writing (which excludes email) and signed by or on behalf of each party.

13.5 Any notice given by one party to another under these Terms shall be in writing, delivered by hand or by prepaid first class or special delivery post to the relevant party’s address or communicated by email to LegalNotices@rs-components.com and in all cases marked for the attention of the relevant party.

13.6 Notices delivered by hand shall or by email be given on the day of receipt (unless received after 5.00 pm in which case they shall be given on the next business day). Notices sent by prepaid first class post or special delivery shall be deemed to have been given two business days after the date of posting.

13.7 No failure or delay by a party to enforce or exercise any right or remedy under these Terms or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of these Terms shall not be deemed to be a waiver of any subsequent breach.

13.8 Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between the parties, or to authorise either party to act as agent for the other and neither party shall have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.

13.9 These Terms shall enure to and be binding on each party and its respective successors and permitted assigns.

13.10 No express term of these Terms nor any term implied under it is enforceable by any person who is not a party to it.

13.11 These Terms shall be governed by and interpreted in accordance with Italian laws and the Customer submits to the exclusive jurisdiction of the Italian Courts, but RS may enforce these Terms in any court of competent jurisdiction.

13.12 If any part of these Terms is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties' express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.