1. General 总则
1.1 All orders for products ("Products") or services ("Services") will be accepted by RS Components (Shanghai) Ltd ("RS") subject to these terms and conditions of sale. Any person who places orders for Products or Services with RS ("Customer") is bound by these terms and conditions. No other terms will apply to the supply of Products and Services by RS unless agreed in writing by an authorised signatory of RS. RS reserves the right to amend these terms and conditions at any time. The most current version of these terms and conditions can be found at rsonline.cn. References to the "RS website" include RS's website and any other catalogue of products published by RS in any medium.
1.1 欧时电子元件（上海）有限公司（“RS”）将根据这些销售条款和条件接受所有产品（“产品”）或服务（“服务”）的订单。 任何向RS（“客户”）订购产品或服务的人员均受这些条款和条件约束。 未经RS的授权签字人书面同意，任何其他条款均不适用于RS提供的产品和服务。RS保留随时修改这些条款和条件的权利，恕不另行通知客户。 这些条款和条件的最新版本可以在rsonline.cn找到。 对“RS网站”的引用包括RS的网站和RS在任何媒体上发布的其他产品目录。
1.2 All descriptions of the Products and Services contained on the RS website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between RS and the Customer. RS shall not be liable to the Customer for any errors or omissions on its website, the RS catalogue or other product advertisement. The advertising of products and services on the RS website is not an offer capable of acceptance; it merely constitutes an invitation by RS for the Customer to make an offer to purchase Products and Services. RS' acceptance of the Customer's order will take place when RS confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between RS and the Customer.
1.2 RS网站、RS目录或其他产品和/或服务广告上包含的产品和服务的所有描述或以其他方式传达给客户的描述仅供参考，不得构成RS与客户之间的合同的任何部分。RS在其网站，RS目录或其他产品和/或服务广告上的任何错误或遗漏不对客户负责。 RS网站上的产品和服务广告不是能够接受的提议; 它只是RS的邀请，客户要求提供购买产品和服务。 当RS以书面形式确认客户的定价和交货日期时，RS将接受客户的订单，此时RS与客户之间将存在合同。
1.3 Products with 10-digit stock numbers starting with '250xxxxxxx' (“Extended Range”) are not stocked by RS. Any clauses in these terms and conditions of sale expressly stated to be in relation to Extended Range products will prevail over any inconsistent provisions elsewhere in
these terms and conditions of sale.
1.3 具有“250xxxxxxx”（“扩展范围”）开头的10位数量的产品不被RS存放。 这些明文规定的与扩展产品有关的销售条款和条件中的任何条款将胜过这些销售条款和条件中的任何不一致的规定。
1.4 RS is a business-to-business supplier. The RS website is intended for use by business customers and not by private individuals acting as consumers (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.
1.4 RS是一家企业对企业的供应商。 RS网站供商业客户使用，而不是作为消费者的个人（“消费者”）使用。 尽管有上述规定，这些销售条款和条件均不影响作为消费者交易的客户的法定权利。
1.5 The Customer’s particular attention is required for clause 11, which sets out certain limitations of RS’ liability.
2. Prices 价格
2.1 The prices of the Products and Services are as set out on the RS website. RS reserves the right to change prices without prior notice at any time. Customer is informed that prices and
products in the printed hard copy catalogue are subject to change. Up-to-date information can be found on the RS website. In the event of any conflict between prices for any products listed on the RS website and prices listed in the physical catalogue, prices listed on the RS
website shall prevail.
2.1 在RS网站上列出的产品和服务的价格， RS保留随时更改价格的权利，恕不另行通知。 客户被告知打印的纸质目录中的价格和产品可能会更改，RS网站上可以找到最新的信息。 如果RS网站上列出的任何产品的价格与纸质目录中列出的价格发生任何不一致，以RS网站上列出的价格为准。
2.2 The price of an ordered Product or Service will be as set out on the RS website at the time of order acceptance by RS, except for products or services ordered for delivery at a future specified date (“forward orders”). The price for forward orders may be varied by RS after the
date of order acceptance by written notice to the Customer.
2.2 订购产品或服务的价格在订单被RS接受时与RS网站上列出的价格一致，但在未来指定日期交货的订单（“远期订单”）的产品或服务除外。 远期订单的价格可能在订单接受之日后通过书面通知客户变更。
2.3 All prices exclude Value Added Tax (VAT), which RS will add at the rate applicable at the date of order acceptance. If VAT applies to any supply the Customer must pay an additional amount equal to the amount of VAT. RS will provide a VAT-compliant tax invoice within 28 days of a request. "VAT" means any sales tax, duty or fees relating to the sale of the goods or service.
2.3 所有价格均不包括任何销售税（增值税）如果适用，RS将按照订单接受之日的适用率进行添加。 如果增值税适用于任何提供给客户的产品或服务，客户必须支付额外的增值税金额。RS将在28天之内提供合规的税务增值税发票。“增值税”是指任何销售税金，关税或者提供的产品或服务的相关税费。
2.4 The prices of Extended Range products are as set out on the RS website, unless agreed in writing with an authorised representative of RS. Discounts given by RS in relation to RS' standard stocked products or any other RS offer will not apply to Extended Range products. Extended Range products will be invoiced separately from standard stocked product.
2.4 扩展产品的价格不在在RS网站上列出，除非得到RS的授权代表书面同意。 RS针对RS标准库存产品或任何其他RS报价给出的折扣不适用于Extended Range产品。 扩展范围产品将与标准库存产品分开发票。
3. Ordering 订购
3.1 RS reserves the right to decline to trade with any company or person. RS may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by RS. Further, RS may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by RS. If RS rejects or cancels an order for which
payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.
3.2 RS executes orders to the Customer's requirements, but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled
balance will (at the Customer's option) either be put on back order to be fulfilled when RS next has available stock or be cancelled and refunded to the Customer.
3.2 RS根据客户的要求执行订单，但可根据客户要求提供替代产品，或者产品已被最新版本替代。 当公司的库存不能完全满足订单的情况下，未完成的订单可以（根据客户选择）等待RS下一批可用库存继续履行或者可以取消并将余款退回客户。
3.3 The Customer must submit orders using the RS stock numbers and the priced units used on the RS website or in the RS hard copy catalogue, and must specify which delivery option is required. Any telephone, fax or internet confirmation of a previous order by the Customer must be marked 'CONFIRMATION ONLY' or otherwise clearly identified as a confirmation to avoid duplication. If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of clause 12 (Cancellation and Returns) will apply.
4. Delivery 交付
4.1 Subject to any cancellation, substitution or non-fulfilment of Customer's orders in accordance with clause 3 (Ordering), RS will deliver the products specified in the Customer's
order. RS may use third party delivery agents to deliver products to Customers.
4.1 根据第3条（订购）的任何取消，替换或未履行的客订单，RS将交付客户订单中指定的产品。 RS可能会使用第三方交付代理将产品交付给客户。
4.2 The Customer's delivery options, and the prices for them, are as set out on the RS website at the date of order or will be notified to the Customer at the time of order. Customer is informed that delivery options and prices in the printed hard copy catalogue are subject to
change and up-to-date information can be found on the RS website. In the event of any conflict between delivery options and delivery prices for any products listed on the RS website and in the hard copy catalogue, the delivery options and delivery prices listed on the RS website shall prevail.
4.3 Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.
4.3 交货价格适用于每个订单，不论订购的产品数量如何。 除非另有书面约定，否则将交付客户的通常业务地址。
4.4 RS will aim to deliver products in accordance with the times and dates for delivery quoted on the RS website or by RS' employees (the 'Quoted Delivery Times'), but Quoted Delivery Times are approximate only and RS shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of products marked in the hard copy catalogue or on the RS website as requiring special handling may (because of the nature of the products) take longer to be delivered.
4.4 RS将按照RS网站或RS的员工（“报价交货时间”）提供的交货时间和日期交付产品，但报价交货时间仅为近似值，RS不对任何延迟交货其后果负责。交货的时间不一定是及其重要的， 在纸质目录或RS网站上标记的需要特殊处理的产品的交付（由于产品的性质）需要更长的时间才能交付。
4.5 If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying RS of such delay, RS will endeavour to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time. RS may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable RS may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery and RS shall not be liable for any loss or damage (including indirect, consequential or economic) suffered or incurred by the Customer or any other party in relation to late delivery.
4.5 如果任何交付没有按照报价交货时间送达，则由客户通知RS该延迟事项，RS将尽力查明产品是否已交付，并通知客户交货状态或新的预期交货时间。RS还可以自行决定将交货费用退还给客户。 如果修改的交货时间不可接受，RS也可以酌情提供替代交付选项，这些是客户延迟交付的专门补救措施。RS不对客户或任何第三方在延迟交货方面遭受或招致的任何损失或损害（包括间接，后果性的经济损失或利润损失）负责。
4.6 Orders containing Extended Range products where the total value of Extended Range products in any such order is less than RMB1,000 are subject to an additional shipping and handling charge as quoted at the time of order. Orders containing Extended Range products with a total value for Extended Range products in such orders of RMB1,000 or more may be subject to an additional shipping and handling charge, quoted at time of order. These shipping and handling charges apply per order, irrespective of the number of Extended Range products ordered, and will be levied against the first delivery of Extended Range products under the relevant order.
**4.6 **包含延伸范围产品的订单，其中任何此类订单中的延伸范围产品的总价值少于1,000人民币，都需要在订购时支付额外的运费和手续费。包含延伸范围产品的扩展范围产品的订单在1,000人民币或以上的订单中的订单将不需要支付额外的运费和手续费。 这些运费和手续费按照订单计算，无论订购的延伸范围产品数量如何，都将按照相关延伸范围产品订单的首次交付征收。
4.7 Special delivery conditions may apply for export orders. Call RS on 4008218857 for more details.
**4.7 **特殊的交货条件可能适用于出口订单。 请致电4008218857与RS联系获取更多详情。
5. Inspection, Transit Delays and Non-delivery 检查，运输延误和未交付
5.1 The Customer must inspect all products as soon as is reasonably possible after delivery or collection. The Customer shall, within 10 days of the date of delivery or collection or, in the
case of sub-clause iv. below, the Quoted Delivery Time or any updated estimated date for delivery, give written notice to RS in detail of:
5.1 客户必须在交付或收集后尽快检查所有产品。 客户应在交货或收货之日起十日内，如果属于以下子条款iv.，报价交货时间或任何更新的交货估计日期，详细地向RS发出书面通知：
i. Any defect in a Product that is apparent on reasonable examination. In this case RS shall, at RS's discretion, replace the Product or refund the purchase price. See clause 9 for terms of Warranty. In any event the Customer must refuse parcels delivered to it in a damaged condition;
i. 产品的任何缺陷在合理的检查中显而易见。 在这种情况下，应由RS自行决定更换产品或退还购买价格。 有关保修条款，请参见第9节的质保条款。 在任何情况下，客户必须拒绝接受在损坏的条件下交付的包裹;
ii. Any shortfall in Products delivered. In this case RS shall, at its discretion, deliver the undelivered Products or refund the price of the undelivered Products;
ii. 任何交付产品的短缺， 在这种情况下，RS应自行决定交付未交付产品或退还未交付产品的价格;
iii. Any delivery of Products not in accordance with the order. In this case RS shall, at RS's discretion, replace the Products or refund the purchase price; provided the Wrongly Delivered Products shall be returned to RS in accordance with RS’s instruction and at its expense;
iii. 任何不符合订单的产品（“错误交货”）。 在这种情况下，应由RS自行决定更换产品或退还购买价格，前提是错误交付的产品应按照RS的指导退回RS，并由其支付; 或者
iv. Any non-delivery of the Products (in which case the time limit is within 10 days of the estimated despatch date). In this case RS shall deliver the undelivered Products or refund the price of the undelivered Products.
iv. 任何不交货的产品（在这种情况下，时间限制在预期发货日期的10天内）。 在这种情况下，RS将交付未交付的产品或退还未交付产品的价格。
5.2 If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. RS' record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
5.2 如果客户没有发出任何此类通知，产品在任何方面均应根据订单被确定为无明显缺陷，客户应被视为已经完全满意地接受产品。 RS发送的产品（包括数量）的记录是客户收到的产品的确凿证据，除非客户另行证明。
5.3 The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. RS shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
6. Payment 付款
6.1 If RS has not granted credit to the Customer, payment terms must be made in advance prior to delivery using the following modes:
- i. Cash on Delivery 货到付款
- ii. Telegraphic bank transfer 电子转账
- iii. Alipay 支付宝
6.2 Credit terms (subject to satisfactory references and at RS's absolute discretion) are available. If credit has been granted, the customer must pay in accordance with the credit terms agreed. All payments must be made without any set-off, deduction or counterclaim.
6.2 信用条件（取决于令人满意的参考资料，以及RS的绝对酌情决定权）。 如果信用额度已经发放，客户必须按照商定的信用条件付款。 所有付款必须在没有任何抵消，扣除或反诉的情况下进行。
6.3 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
i. all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date; and
i. 所有累计客户超期的金额都立刻变成到期支付账款 ，尽快这样的应付账款直到以后的日子都不会被另行计算到期日；和
ii. the Customer will be liable to pay all expenses and legal costs incurred by RS in relation to obtaining or seeking to obtain an appropriate remedy; and
ii. 客户有义务支付RS（以弥偿费用）发生的所有费用和法律费用，用于RS为追回客户应付账款而获得或寻求的适当补救措施; 和
iii. RS may charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a China of Bank loan rate of 0.033% per day and accrued on a daily basis; and
iii. RS可以从到期日起收取客户利息直至客户支付了全部款项（在判决之前和之后），利息根据中国人民银行贷款利息，每天0.033%; 和
iv. treat that and all other contracts as repudiated by the Customer if the Customer fails to pay all such unpaid amount within thirty days of notice by RS; and
iv. 如果客户在RS通知的三十天内未能支付所有未付款项，则视同客户和RS之间的所有其他现有合同均被客户拒绝; 和
v. suspend delivery of Products or Services under that or any other contract for as long as the default continues.
7. Risk and Ownership 风险和所有权
7.1 In the case of products to be delivered to the Customer's property, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such risk shall pass to
the Customer at the time when RS has attempted to deliver the products.
7.1 在产品交付到客户所有权的情况下，产品的损失或损坏的风险应在交货时转交给客户，除非客户错误地未能接受交付的产品，在这种情况下，该风险在当RS尝试交付产品时转交给客户 。
7.2 Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to RS has been made (in cash or cleared funds). If the Customer is late in paying any sum to RS, then RS shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises RS and its agents to recover any such products in such circumstance, and to enter any premises of the Customer for that purpose. Until ownership of any Products supplied has been passed to the Customer (the “Unpaid Products”):-
7.2 提供的任何产品的所有权不得转交给客户，直到全部支付产品的购买价款以及所有其他欠RS代垫的款项（现金或清算资金）。 如果客户延迟向RS支付任何费用，则RS将有权立即收回所有未转移给客户所有权的产品。 客户授权并允许RS及其代理人在这种情况下收回任何此类产品，并进入客户的任何处所，直到所提供的任何产品的所有权已被转交给客户（“未付产品”）
7.3 Demand for or recovery of the products by RS shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or RS's right to sue for the whole of the price.
8. Product and Availability Information 产品和可用性信息
8.1 RS reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product
availability, and such changes may take place during the life of any RS catalogue. The most up to date information on the availability and design of the products RS supplies is available on the RS website.
8.1 RS保留在不事先通知的情况下，中止任何产品或将设计更改作为其连续产品改进计划的一部分，或协助产品可用性的权利，并且这些更改可能在任何RS目录的生命周期内进行。 有关RS产品的可用性和设计的最新信息，可在RS网站上找到。
8.2 Unless otherwise confirmed in writing, nothing on the RS website or in any RS catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
9. Warranties and Remedies 保修和补救措施
9.1 RS warrants that no product purchased from RS is materially defective and workmanship. Defects that fall within customary trade tolerances are not grounds for rejection of the Products or a breach of warranty.
9.1 RS保证，从RS购买的产品在材料和工艺上都没有严重缺陷。 属于习惯贸易公差的缺陷不是拒绝产品或违反保证的理由。
9.2 To the extent permitted by law, in the event of any such Product being materially defective, and subject to the provisions of clause 5 (Inspection, Transit Delays and Non-Delivery) surrounding defects apparent on delivery, RS will (at its option) replace or repair the
product or refund the purchase price.
9.2 在法律允许的范围内，如果任何此类产品有重大缺陷，并且遵守第5条（检验，交付延迟和未交货）的规定，包括交货时明显的缺陷和客户的 遵守此类规定，RS将（可选）更换或修理产品或退还产品的购买价格。
9.3 To the extent permitted by law, in the event of any Service being defective, and subject to the provisions of clause 13 (Services) provided using reasonable care and skill, RS will, at its option, either re-provide the Service or supply to the Customer free of charge a substitute Product in place of the defectively serviced Product.
9.4 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of RS.
9.5 To the extent permitted by law, the remedies set out in this clause 9 shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.
9.6 The availability of the remedies set out in this clause 9 is subject to:
i. a claim being made in writing to RS, prior to the return of any defective product, and within 12 months of the original date of despatch or date of service, or such other periods as may be indicated by RS for specific products or services from time to time in writing; and
i. 在退回任何有缺陷的产品之前，以及在货物发出之日或服务提供之日的12个月内，或在特定产品或服务的RS所指示的其他期间内，以书面形式向RS发出索赔; 和
ii. the Customer returning or disposing of the relevant products, or making them available for collection by RS, in accordance with RS's instructions and suitably packaged. In particular, for any returns, the Customer must obtain a returns number from RS and quote this on all paperwork, and state the original invoice number in respect of the products and the nature of any claimed defect.
ii. 客户退回或处置相关产品，或根据RS的指示使其可供RS收集，并进行适当包装。 特别是，对于任何退货，客户必须从RS获得退货号，并在所有文书上引用该号码，并且陈述有关产品的原始发票编号以及任何索赔的缺陷的性质。
9.7 Where the Customer returns defective products otherwise than in accordance with these provisions, RS may refuse such products and return them to the Customer at the cost of the Customer.
9.8 Any products which are replaced by RS shall become the property of RS. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 7 (Risk and Ownership), and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
9.8 任何由RS替换的产品将成为RS的财产。 替换产品的标题应根据第7条（风险和所有权）的规定转交给客户，更换产品的保修期限为有缺陷的产品保修期的未到期。
9.9 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made fraudulently) other than any remedy it may have set out expressly in these terms and conditions of sale.
9.10 Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including,
without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).
9.11 Except as required by law, RS will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on RS by
operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
9.12 In giving the warranties set out above, RS does not exclude or limit any application of relevant law where to do so would contravene that law or cause any term of these conditions to be void ("Non Excludable Condition"). These warranties are in addition to any Non- Excludable Conditions.
10. Export Control and Limitations of Use 出口管制和使用限制
10.1 Certain products sold by RS are subject to export control regulations of China, United Kingdom, United States of America, European Union and other countries (“Export Laws”). The
Customer shall comply with all such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.
10.2 The customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by China, United Kingdom, United States of America, European Union or other
10.3 The Customer certifies that products purchased from RS will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
10.4 Products sold by RS are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
10.5 Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are made for internal use by RS only. Such information is provided by RS in good faith based on the information available to it at the time of compilation. RS makes no warranty or
representation that such information is up to date or correct, and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance upon such information. Use of the information is done so at the Customer’s own risk with no recourse to RS. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.
11. Liability 责任
11.1 RS shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of
goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the RS technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.
11.2 RS shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with:
11.2 RS对经济损失，惩罚性损害赔偿，收入损失，利润损失或预期未来业务，声誉或商誉损失，任何订单或合同的损失或任何间接的或间接的损失或损害概不负责， 或与之相关：
i. any express or implied terms of the contract between RS and the Customer, or of any order accepted by RS;
ii. any duty of any kind imposed on RS by law arising out of or in relation to the contract between RS and the Customer or order;
iii. any defect in the products or services;
iv. intellectual property rights infringement; or
iv. 知识产权侵权; 或
v. any other loss whatsoever arising out of these terms and conditions of sale.
11.3 If, not withstanding any other provisions in these terms and conditions of sale including without limitation clauses 9 (Warranties and Remedies), 10 (Export Control and Limitations of Use) and 11 (Liability), any liability attaches to RS, RS's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of:
i. any express or implied terms of the contract between RS and the Customer, or of any order accepted by RS;
ii. any duty of any kind imposed on RS by law arising out of or in relation to the contract between RS and the Customer or the order;
iii. any defect in the products or services;
iv. intellectual property rights infringement; or
iv. 知识产权侵权; 或
v. any other loss whatsoever arising out of these terms and conditions of sale;
shall be limited in the aggregate to RMB300,000 or the total value of the order, whichever is greater.
11.4 Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of RS for death or personal injury caused by the negligence of RS or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.
12. Cancellations and Returns 取消和退货
12.1 The Customer may not cancel orders once accepted by RS. RS may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to RS recovering from the Customer the costs incurred by RS, and subject to the processing charge provided for in this clause 12.
12.2 In the event of cancellation of part of any order only, RS may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
12.3 A processing charge may apply in respect of all products returned other than due to defects covered by the warranty at clause 9 (Warranties and Remedies). RS reserves the right to apply a handling charge of 10% of invoice value.
12.3 除第9条（担保和补救措施）保修范围内的缺陷外，所有退回的产品均可适用支付退货费， RS保留要求支付10％发票金额的手续费的权利。
12.4 Customers may only return products to RS, and receive a credit or refund and on the following conditions:
i. The Customer must contact RS on 4008218857 in advance to obtain prior consent and a returns number (to be quoted on all relevant paperwork);
ii. Return must be made within 30 days of the date of delivery (as stated on the delivery documentation) or collection of such product(s).
iii. Products must be returned to RS in their original condition and packaging, unused and in a condition which will enable them to be immediately fit for re-sale;
iv. The Customer must follow any specific instructions which appear on the RS website (including those available in the Product Returns section) or with any product regarding its return to RS; and
v. Products must be adequately packed and despatched freight prepaid and clearly labelled to the returns address notified at the time of obtaining the returns number. They should not be returned to the company’s local representative.
vi. The Customer must quote the invoice details or the RS reference number on the RS Customer Returns Form from the original despatch note, and return the original relevant VAT tax invoice otherwise any credit given for the returned products will be based upon the lowest sales price and customer must bear any corresponding tax loss.
12.5 Where the Customer returns products to RS not in accordance with clause 12.4 (i) – (vi) above (for example, after the period for returns has expired or in an unfit state) RS may refuse to accept the return and return the products to the Customer at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing (subject to the minimum charge set out on the RS website).
12.5 如果客户将产品退回给RS而不是按照上述第12.4（i） - （vi）条（例如，在退货期限到期或处于不合格状态后，以RS的决定为最终的，对客户有约束力） RS可以拒绝接受退货，并以客户的接受的价格将产品退回给客户，或者可以申请与事后处理的实际成本相当的处理费（根据RS网站列出的最低费用）。
12.6 This Returns Policy excludes software, DVDs, videotapes, books, calibrated products, production packaging products, non-catalogue products, extended range products, specially manufactured products and any products marked as non-cancellable (NC) or non-returnable (NR). In addition, RS will not accept returned ESD sensitive devices where the integrity of the original RS ESD shielding packaging has been compromised e.g. the bag has been opened and resealed or multiple bags have been stapled together.
12.6 根据本条12规定的退货政策不包括软件，DVD，录像带，书籍，校准产品，生产包装产品，非目录产品，扩展产品，特殊制造产品以及任何标记为不可取消（NC）或不可退回（NR）。此外，RS不会接受原始RS ESD屏蔽包装的完整性已被损害的返回的ESD敏感设备，例如。该袋已经打开和重新密封，或者多个包装已被装订在一起。
12.7 RS accepts no responsibility for any loss of or damage to products in transit from Customer to RS or for any items received by RS with them.
12.8 The Customer may only cancel or amend scheduled orders (i.e. orders for Products to be delivered periodically and which are specifically sourced for the Customer) if notice is received in writing at least 14 days prior to the next delivery date.
13. Services 服务
13.1 RS offers services in respect of products. These services include: REPAIR, CALIBRATION, SOFTWARE, UPDATE, EPROM PROGRAMMING and any other services that the parties agree. RS may quote a turnaround time target for these services, but RS shall be under no liability if it fails to comply with such target. Except in respect of the REPAIR service, the product must be free from physical and electrical damage and from modifications (other than modifications
detailed in the literature supplied with the product). The special conditions which apply to repairs, calibration, software update and eprom programming are:
i. Repairs: The REPAIR service is subject to the availability of parts and is only available if the product has not suffered excessive physical or electrical damage and is free from modifications (other than modifications detailed in the literature supplied with the product). Any instructions set out in the repair information/questionnaire supplied with the product in question must be complied with. RS may at its absolute discretion either repair the product or replace it with a substitute product. Any Customer-generated software returned with a
product 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.
ii. Calibration: RS will check the product for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are traceable to National Standards. If RS has to carry out more than the minor adjustments
appropriate to a normal recalibration routine, RS will either return the Product to the Customer or, on receipt of the appropriate order, will repair the Product subject to RS' Repair Service conditions, before further Calibration. In this case, the Repair Service charge will be
payable by the Customer in addition to the Calibration Service charge.
iii. Software Update: RS will install the latest version of software. RS will functionally check the unit to ensure software acceptance.
iii. 软件更新：RS将安装最新版本的软件。 RS将功能检查本机，以确保软件验收。
iv. Eprom Programming: The Customer shall be liable to RS for any damage and/or expense to RS arising from any computer virus present in any media supplied to RS by the Customer for use in the EPROM programming service. Any data or programmes contained in Customer's devices will be erased or otherwise destroyed and RS shall not be under any liability in respect of such data or programmes. The Customer must advise RS of its
specific requirements and RS accepts no liability if the Customer fails to do this. The Customer warrants that the copying or processing by RS of any programme supplied to RS in any form will not infringe the intellectual property or other rights of any third party.
14. Force Majeure 不可抗力
A force majeure event is any event beyond the reasonable control of RS (including but not limited to government actions, war, fire, explosion, flood, labour disputes, traffic congestion, the downtime of any external line, or RS's inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If RS is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then RS shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, RS may cancel the affected order or cancel the whole
or any part of these terms and conditions of sale, without any liability to the Customer.
15. Intellectual Property Right 知识产权
15.1 The Customer acknowledges that RS and its licensors own the intellectual property rights in the RS website, the RS catalogues, the catalogue content and the stock numbers, and that their whole or partial reproduction without RS's prior written consent is prohibited.
15.2 RS does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.
16. Anti-Bribery 反贿赂
16.1 The Customer shall (and shall ensure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the UK Bribery Act 2010 (the Relevant Requirements) and shall:
16.1 客户（并应确保与本协议有关的人员或其他提供产品或服务的人员遵守本条款和条件）应遵守所有适用的法律，法规， 相关的反贿赂和反腐败的政策，包括但不限于“2010年英国贿赂法和防止贿赂条例”（相关要求），并应：
i. 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;
ii. not do or omit to do any act that will cause or lead RS to be in breach of any of the Relevant Requirements;
iii. 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 the performance of this contract;
16.2 The Customer is informed that:
i. RS employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with RS or seeks to do so;
ii. RS employees are not permitted to solicit gifts or other favours from any company or individual that does business with RS, or seeks to do so; and
ii. RS员工不得从任何与RS有业务往来的公司或个人招揽礼品或其他优惠，或试图这样做; 和
iii. entertainment of RS employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that RS's employees, agents or contractors, can reciprocate.
iii. 招待RS员工的娱乐只有被认为具有正当经营目的才可以接受。 它应该是合理的，对RS的员工，代理商或承包商一种答谢。
16.3 Financial restrictions on gifts and entertainment are contained in RS's Anti-Bribery Policy and further details are available on request.
16.4 Any breach of this clause 16 shall be a material breach of these terms and conditions which is incapable of remedy.
17. Data Protection and Customer Information数据保护和客户信息
17.1 RS应随时保密客户及其员工的个人信息（“数据”）。 关于数据收集，使用，保留，披露，转让，安全和访问的RS政策和做法将符合中华人民共和国法律，并列入我们的隐私政策。
17.2 RS是Electrocomponents plc拥有的国际集团公司的一部分，并根据“1998年英国数据保护法”注册为数据控制人。通过根据这些销售条款和条件向RS提供任何产品和服务订单，客户特此授予同意该组织的任何成员可以保留和使用客户及其员工的个人详细信息，以便向客户提供产品和服务。此外，RS可以在保密的基础上（例如信用参考机构，邮寄屋和呼叫中心）向世界各地代表RS工作的组织披露客户及其员工的详细信息，以正确履行订单和RS在这些销售条款和条件下的义务。隐私政策的条款特此纳入这些条件。除非这样做会造成或允许违法，否则这些销售条件的条款仍然超出了这些销售条件与我们的隐私政策之间的任何不一致之处。请参阅RS网站上的隐私政策以了解详细信息。
17.3 RS may send to any business Customer and its employees details of other products and services offered by its group that may interest the Customer. If the Customer or its employees do not want to receive details of these offers, or wish to amend or correct their details, then
they should contact the Customer Service Department, RS Components (Shanghai) Ltd either in writing at Unit 501, Building C, The New Bund World Trade Center Phase II, Shanghai, China 200126 or by e-mail at: R.RSCN@rs-components.com.
17.4 The Customer consents that RS may use the name of the Customer by disclosing it to certain RS suppliers for market research and commission purposes.
18. Law and Jurisdiction 法律和管辖权
18.1 The contract between RS and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with the Peoples Republic of China Law and the Customer submits to the non-exclusive jurisdiction of the courts of the Peoples Republic of China, but RS may enforce the contract in any court of competent jurisdiction.
18.2 If any part of these terms and conditions of sale 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.
18.3 The Contracts (Rights of Third parties) Ordinance shall not apply to these terms and conditions of sale, and unless specifically herein provided, no person other than the Customer and RS shall have any rights under these terms and conditions of sale. Nor shall these terms and conditions of sale be enforceable by any person who is not a party to these terms and conditions of sale under the Contracts (Rights of Third parties) Ordinance or other substantively similar legislation, or such other applicable laws.
18.3 合同（第三方权利）条例不适用于这些销售条款和条件，除非本协议另有规定，客户和RS以外的任何人均不得享有这些销售条款和条件的权利。 这些销售条款和条件也不得由根据合同（第三方权利）条例或其他实质相似的立法或其他适用法律而不是这些销售条款和条件的一方的任何人强制执行。
Registered office: RS Components (Shanghai) Ltd, 2/F No. 53 Factory Building, No.
311 Fu Te Road (South), Waigaoqiao Free Trade Zone, Pudong, Shanghai, China 200131
RS, PurchasingManager® and the symbol are trademarks of RS Components Limited. An Electrocomponents Company.