General Terms and Conditions of Sale
(Version updated September 2024)
1. Definitions
Distrelec: means Distrelec Deutschland GmbH, Schellackstr. 1, DE-28217 Bremen, Germany;
Privacy Policy: means the Distrelec privacy policy available at https://www.distrelec.de/cms/datenschutz
Distrelec Returns Department: means as indicated in the return section of the Distrelec website;
Distrelec website:means the Distrelec website at www.distrelec.de.
Managing Director's:André Hoffmann, Ralf Hellwig
2. General
2.1 All orders for products on the Distrelec website that are accepted by Distrelec are subject to these Terms. No other terms and conditions shall apply to the delivery of products by Distrelec unless agreed to in writing by an authorized representative of Distrelec or as expressly stated in these Terms.
2.2 The advertising of products on the Distrelec website does not constitute an acceptable offer, but is merely an invitation by Distrelec to the buyer ("Customer"), to make an offer to purchase products. Distrelec's acceptance of the Customer's order shall take place at the latest upon Distrelec's confirmation of the prices and delivery dates in written or text form to the Customer, whereby a contract between Distrelec and the Customer shall be concluded, or as described in clause 4.2 described.
2.3 Products which are not kept in stocked by Distrelec of which some may have 10-digit stock numbers ending with '2508...' or '2509...' (products in the "Extended Range"). All provisions in these Terms that expressly refer to products in the Extended Range shall take precedence over any potentially conflicting provisions elsewhere in the Terms.
2.4 For private individuals acting as consumers separate terms and conditions apply which can be found on the Distrelec website.
2.5 These Terms do not apply to export transactions, ServicePlus nor to Product Plus products, to which separate terms apply.
2.6 The Customer's attention is particularly important for clause 12, this contains certain limitations on Distrelec's liability.
3. Prices
3.1 Product prices are as stated on the Distrelec website. Distrelec reserves the right to change prices at any time without prior notice. The Customer is informed that prices and products in the printed catalogue are subject to change. Current information can be found on the Distrelec website. In the event of a discrepancy between the prices for a product shown on the Distrelec website and the prices shown in the printed catalogue, the prices shown on the Distrelec website will prevail.
3.2 The price of ordered products is the price indicated on the Distrelec website at the time Distrelec accepts the order.
3.3 All prices are exclusive of VAT and other applicable local sales taxes, which Distrelec will add to the rate in force on the day the order is accepted.
3.4 The prices of the products in the Extended Range are as stated on the Distrelec website, unless agreed in writing with an authorised representative of Distrelec. Discounts granted by Distrelec in respect of products from the Distrelec standard range or other Distrelec offers do not apply to products from the Extended Range. The products of the Extended Range are invoiced separately from the products from the Distrelec standard range.
4. Ordering
4.1 The Customer can purchase the products as a registered user or through a guest account. The Customer makes a binding offer to purchase a product by providing all the necessary information during the ordering process, accepting the Terms and clicking on the "Order and Pay" button ("Offer"). The offer does not incur any costs for the Customer. Until clicking on the "Order and Pay" button, the Customer can cancel the order at any time by leaving the Distrelec website or closing the browser window.
4.2 Immediately upon receipt of the offer by Distrelec, Distrelec will send a confirmation of the order for the products ("Order confirmation email") to the e-mail address provided by the Customer during the ordering process. This order confirmation email does not constitute an acceptance by Distrelec. The order confirmation email contains a summary of the Customer's order with all the essential information. The purchase contract is only concluded when Distrelec has shipped or handed over the ordered product to the Customer or when the offer has been expressly concluded by sending an acceptance of an offer in accordance with clause 2.2 or an invoice. If the Customer pays for the order in advance, electronic bank transfer or online instant transfer, the contract is concluded with the provision of bank and payment data. These Terms are provided with the Products and the Customer will receive them upon delivery of the Products. Distrelec does not store a copy of the contract.
4.3 Distrelec reserves the right to refuse to trade with any company or person. Distrelec may refuse orders unless payment has been received. This will be done within a reasonable period of time after receipt of the order by notifying the Customer of non-acceptance by Distrelec by telephone or e-mail.
4.4 Distrelec will fulfill orders according to the Customer's specifications, but may supply replacement products if the Customer so wishes, or if the product has been superseded by the latest version, provided that the Customer agrees to the replacement, or if the replacement is reasonable taking into account the interests of the Customer. To the extent that orders cannot be fulfilled in full from stock, the Customer will be notified and the unused balance will either be added to the backorder (at the Customer's option) to be fulfilled when Distrelec has the next available stock, or cancelled and refunded to the Customer.
4.5 The Customer must place orders using the Distrelec stock numbers and the prices used on the Distrelec website or in the Distrelec catalogue in paper form and specify which delivery option is desired. Any confirmation of a previous order by the Customer must be marked "CONFIRMATION ONLY" or otherwise clearly marked as confirmation to avoid duplication. If the Customer orders an incorrect product or an incorrect number of products or places a double order, the provisions of clause 13 (Cancellations and returns without errors).
5. Delivery
5.1 Subject to cancellation, substitution or non-fulfilment of Customer orders in accordance with clause 4 (Order), Distrelec will supply the products specified in the Customer's order. Distrelec may use third parties as suppliers to deliver products to Customers.
5.2 The Customer's delivery options and the corresponding prices are as indicated on the Distrelec website at the time of the order or will be communicated to the Customer at the time of the order. The Customer is informed that the delivery options and prices in the printed catalogue are subject to change and that current information can be found on the Distrelec website. In the event of a conflict between the delivery options listed on the Distrelec website and in the printed catalogue for a product, the delivery options and delivery prices listed on the Distrelec website shall prevail. For orders placed on the Distrelec website, Distrelec will only be able to deliver in the Federal Republic of Germany.
5.3 Delivery prices are per order, regardless of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing or in text form.
5.4 Distrelec will endeavour to deliver the products in accordance with the times and dates for delivery specified on the Distrelec website or by Distrelec staff (the "Delivery Dates"). The delivery of products for which it is indicated in the printed catalogue or on the Distrelec website that they require special treatment may take longer (due to the nature of the products).
5.5 If a delivery has not been made by the delivery date, Distrelec will endeavour to determine whether the product has been delivered and inform the Customer of the status of the delivery or the new expected delivery time, subject to notification to the Customer of such delay. Distrelec may also refund the entire delivery fee to the Customer. Should a change in delivery time not be acceptable, Distrelec may also offer an alternative delivery option at the Customer's option.
6. Inspection, Delivery Delays and Non-Delivery
6.1 The Customer must inspect the products as soon as reasonably possible after delivery or collection. The Customer shall inform Distrelec in detail within 30 days of the date of delivery, collection or, in the case of sub-clause 6(iv), the date of delivery or any new estimated date for delivery, of:
- Any defect in the product that can be detected on a reasonable examination. In this case, Distrelec will, at its sole discretion, replace the products or refund the purchase price. In any case, the Customer must refuse packages that are delivered to him in a damaged condition;
- Any shortage of products delivered. In this case, Distrelec will, at its option, deliver the undelivered Products or refund the price of the Undelivered Products;
- Any delivery of products that does not match the order, if the non-conformity is apparent. In this case, Distrelec will, at its sole discretion, replace the Products or refund the purchase price; or
- Any non-delivery of the products (in this case, the deadline is 10 days from the estimated date of shipment). In this case, Distrelec will deliver the undelivered products or refund the price.
6.2 If the Customer fails to notify Distrelec, it will be assumed that the products conform in all respects to the order and are free of apparent defects; accordingly, the products are considered approved by the Customer. Distrelec's records of the products shipped (including quantity) will be considered conclusive evidence of the products received from the Customer, unless the Customer proves otherwise.
6.3 In the event of non-delivery or under delivery of products, obvious defects in the products or delivery of products that do not correspond to the order, the Customer has only the above-mentioned claims at his disposal.
7. Payment
7.1 If Distrelec has not granted the Customer credit, advance payment is agreed upon for payments at the time of ordering.
7.2 Credit agreements (subject to satisfactory references and at Distrelec's sole discretion) are possible. If a credit has been granted, Distrelec will issue an invoice to the Customer upon acceptance of the order. Such an invoice will be sent by email in PDF format, unless otherwise agreed between Distrelec and the Customer. The Customer must pay the price of the product within 14 days of receipt of the invoice. All payments are to be made without set-off, deduction or counterclaim.
7.3 If an amount is not paid by the relevant due date, without prejudice to other rights and remedies:
- Distrelec may also pay interest on the unpaid amount from the due date until full payment (both before and after a court decision) at the rate of 4% p.a. above the base rate of the European Central Bank (but at the rate of 5% p.a. for each period in which the base rate of the European Central Bank is below 0% but not more than 9% p.a. above the base interest rate of the European Central Bank) with monthly compound interest calculation; and
- Distrelec may also pay interest on the unpaid amount from the due date until full payment (both before and after a court decision) at the rate of 4% p.a. above the base rate of the European Central Bank (but at the rate of 5% p.a. for each period in which the base rate of the European Central Bank is below 0% but not more than 9% p.a. above the base interest rate of the European Central Bank) with monthly compound interest calculation; and
- Distrelec may suspend the acceptance of orders and/or suspend shipments until payments have been made in full.
8. Transfer of Risk and Ownership
8.1 In the case of products to be delivered to the Customer's property, the risk of loss or damage to the products shall pass to the Customer upon delivery, unless the Customer wrongly does not accept the products; in this case, the risk passes to the Customer at the time Distrelec attempted to supply the products. In the case of products ordered by the Customer for collection at an Distrelec sales counter, 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 shall not pass to the Customer until full payment of the purchase price for the products and any other amounts owed to Distrelec (in cleared funds) has been made.
8.3 Distrelec's claim or withdrawal of the products does not relieve the Customer of its obligation to pay the full price and purchase the products, nor does it relieve Distrelec of its right to claim the full price.
9. Product and Availability Information
9.1 Distrelec reserves the right to discontinue products or make design changes without notice as part of the continuous product improvement program or to support product availability. Such changes can occur during the lifetime of an Distrelec catalogue. For the most up-to-date information on the availability and design of the products offered by Distrelec, please visit the Distrelec website.
9.2 Unless otherwise confirmed in writing, nothing on the Distrelec website or in any Distrelec catalogue shall be construed as a warranty with respect to the indications of the origin, manufacture or production of the products or any part thereof.
10. Warranty
10.1 In the event that a product purchased from Distrelec is defective and subject to the provisions of clause 5 (Delivery) relating to the defects detected at the time of delivery, Distrelec will (at its option) replace, repair or refund the purchase price.
10.2 These rights do not apply to defects caused by improper use, failure to follow product instructions, or repairs or alterations without Distrelec's consent.
10.3 Without prejudice to the Customer's rights to claim damages, the provisions of this clause 10 shall be Customer's sole remedies with respect to warranty and with respect to the delivery or non-delivery of products.
10.4 The prerequisite for the claims mentioned in this clause 10 above are:
- a written complaint to Distrelec prior to the return of a defective product and within 12 months of the original date of dispatch or within such other time limits as may be specified on the Distrelec website for certain products (although this period may vary from 12 to 36 months for certain RND products or RS Pro Products as specified on the Distrelec website); and
- that the Customer will return or dispose of the relevant products or make them available for collection by Distrelec in accordance with Distrelec's instructions and in appropriate packaging. In particular, for each return, the customer must provide an Distrelec return authorisation number, which it must indicate on all documents, and must indicate the original invoice number for the products and the nature of the alleged defect.
10.5 If the Customer returns defective Products other than in accordance with these Terms, Distrelec may reject such products and return them to the Customer at the Customer's expense.
10.6 All products replaced by Distrelec become the property of Distrelec. Ownership of the replacement products is in accordance with the provisions of clause 8 (Transfer of Risk and Ownership) to the Customer and the warranty period for the replacement product shall be the same as the warranty period for the defective product that has not yet expired.
10.7 Except as expressly provided in these Terms, all implied warranties, terms and conditions (whether statutory or otherwise) in relation to the delivery or non-delivery of products are excluded to the fullest extent permitted by law (including, but not limited to, implied provisions as to satisfactory quality or fitness for a particular purpose).
10.8 The Customer acknowledges that he is responsible for ensuring that the products he orders are suitable for the purposes he intends.
11. Export control and restrictions on use
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 or other countries ("Export Laws"). Customer shall comply with these export laws and obtain any licenses or permits required for any transfer, export, re-export or import of the products.
11.2 Customer shall not sell, permit sale, or dispose of, export, re-export, or otherwise make available, directly or indirectly, products to any country or entity that is subject to sanctions or embargo by the United Kingdom, United States of America, the European Union, or any other country.
11.3 The Customer warrants that the products purchased from Distrelec will not be used, sold or incorporated, directly or indirectly, for the design, development, manufacture or use of chemical, biological or nuclear weapons, carriers and systems thereof, or for the development of weapons of mass destruction.
11.4 The products sold by Distrelec are not recommended or approved for use in life support systems, surgical implants, nuclear or aircraft applications, or for applications where the failure of a single component could cause significant damage to persons or property.
11.5 Classifications of products for export purposes, including ECCN and harmonized customs tariff numbers, are for internal use of Distrelec only. This information is provided by Distrelec to the best of its knowledge and belief on the basis of the information available to it at the time of compilation. Distrelec does not warrant or represent that this information is current or accurate and will not be liable to the Customer for any loss or damage of any kind suffered by the Customer as a result of reliance on such information. The use of the information is at the Customer's own risk and without any regenerative claims against Distrelec. Customer is responsible for ensuring compliance with all applicable export laws, including determining the correct classification of an item at the time of export.
12. Liability
12.1 Distrelec is fully liable for intent and gross negligence as well as for damages resulting from injury to life, limb or health.
12.2 In the event of slight negligence, Distrelec shall only be liable for the breach of a material contractual obligation. A material contractual obligation within the meaning of this provision is an obligation whose fulfilment is essential for the proper performance of the contract in the first place and on the observance of which the contractual partner may therefore regularly rely.
12.3 In a case after clause 12.2, Distrelec shall not be liable for lack of economic success, loss of profit and indirect damages.
12.4 Liability according to the preceding clause 12.2, is limited to the typical and foreseeable damage at the time of conclusion of the contract.
12.5 The limitation of liability shall apply accordingly to the benefit of the employees, representatives and vicarious agents of Distrelec.
12.6 Any liability of Distrelec for any guarantees (which must be expressly designated as such in order to constitute a guarantee in the legal sense) as well as for claims under the Product Liability Act or violations of data protection regulations remains unaffected by this.
13. Cancellations and returns without defects
13.1 Distrelec may, at its sole discretion and in writing, allow the cancellation of an order if the product is not faulty, provided that Distrelec recovers from the Customer the costs incurred by Distrelec and subject to payment of the administration fee in accordance with this clause 13.
13.2 In the event of cancellation of only part of an order, Distrelec may charge the Customer the difference in the sales price per unit between the quantity actually delivered up to the time of cancellation compared to the quantity ordered.
13.3 In the case of products that are not returned due to defects covered by the warranty pursuant to clause 10 a processing fee may be charged.
13.4 Customers can only return products to Distrelec and receive a credit, refund or replacement under the following conditions:
- The Customer must contact Distrelec to obtain a return authorization number (which must be indicated on all relevant documentation);
- The return must be made within 30 days from the date of delivery (as indicated on the delivery documents) or collection of the product(s);
- The products must be returned to Distrelec in their original condition and suitable transport packaging;
- The Customer must follow any specific instructions set out on the Distrelec website or the confirmation email for products in relation to their return to Distrelec;
- The products must be returned to the Distrelec Returns Department appropriately packaged and clearly labelled; and
- the Customer must indicate the return authorization number on the package to be returned.
13.5 If the Customer returns products to Distrelec that do not comply with the provisions of clauses13.4 (i) - (vi) (e.g. after the return period has expired or in unusable condition), Distrelec may refuse to accept the return and return the products to the Customer at the Customer's expense or charge a handling fee based on the actual cost of remanufacturing.
13.6 These return policy does not cover software, calibrated products, production packaging products, products that are not included in the catalogue, products in the Extended Range, custom-made products and all products that are marked as non-cancellable (NC) or non-returnable (NR). In addition, Distrelec will not accept returned electrostatic discharge (“ESD”) sensitive equipment where the integrity of the original Distrelec ESD shielding packaging has been compromised, such as when the bag has been opened and resealed, or multiple bags have been stapled together.
13.7 Distrelec accepts no responsibility for the loss or damage of products in transit from the customer to Distrelec if Distrelec has not taken care of the collection.
14. Force Majeure
A force majeure event is any event beyond Distrelec's control (including, but not limited to, strikes, pandemics, epidemics, crises or outbreaks, government actions, traffic congestion, failure of any external line or the inability for Distrelec to procure materials or items necessary for the performance of the contract, other than at increased prices). If, as a result of a force majeure event, Distrelec is prevented or restricted from performing all or some of its obligations under these Terms, Distrelec shall be relieved of its obligations for the period in which such event continues and shall not be liable for any delay and/or failure to perform its obligations during such period. If the force majeure event lasts longer than 14 days, Distrelec may cancel the order in question, without liability to the Customer.
15. Intellectual Property Rights
The Customer acknowledges that Distrelec and its licensors own the intellectual property rights in the Distrelec website, the Distrelec catalogues, the catalogue content and the Inventory Numbers and that their reproduction, in whole or in part, is prohibited without the prior written consent of Distrelec.
16. Anti-corruption provisions
16.1 The Customer agrees to comply with all applicable anti-bribery and anti-corruption laws, statutes and regulations ("Relevant Requirements") (and shall ensure that the persons associated with it or other persons purchasing goods in connection with these Terms do so) and shall :
- not induce (directly or indirectly) any of Distrelec's employees, agents or subcontractors to make any concession to the Customer or to grant any benefit, to take or refrain from taking any action in return for any gift, money or other inducement;
- not do or omit to do any act that causes or leads Distrelec to violate any of the Relevant Requirements, and
- promptly notify any request or demand for any improper financial or other benefit of any kind received by Customer in connection with these Terms.
16.2 Financial restrictions on gifts and hospitality are included in the RS Group Anti-Corruption Policy and further details are available upon request.
16.3 Any violation of this clause 16 is a material breach of these Terms that cannot be remedied.
17. Data Protection and Customer Information
17.1 For more information about how Distrelec processes personal data, please see the Distrelec Privacy Policy.
18. Other
Renunciation
18.1 The failure or delay of either party to enforce or exercise any right or remedy under these Terms or the law shall not be construed as a waiver of that or any other right or remedy, nor shall it prevent the enforcement or exercise of that or any other right or remedy at any time thereafter. A waiver of any breach of these Terms shall not be deemed a waiver of any subsequent breach.
Variation
18.2 Any purported modification of these Terms will be valid only if in writing (excluding email) and signed by or on behalf of each party.
Applicable law and jurisdiction
18.3 These Terms shall be governed by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Customer submits to the exclusive jurisdiction of the courts located in Frankfurt am Main, Germany, in which case Distrelec may enforce these Terms in any court of competent jurisdiction.
18.4 If any part of these Terms is found by a court or competent authority to be unenforceable, or is found to be unenforceable on any particular interpretation, it is the express intent of the parties that the relevant wording be construed in such a way as to avoid such determination and, in the event of such determination, the remainder of the relevant provision shall be construed as that it unfolds its full effect.
If these Terms 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 is September 2024.