Conditions of Sale

All orders accepted by IME (Installations Middle East Co. LLC), hereinafter referred to as “IME”, the Sole Authorized Distributor of RS Components in the UAE, are subject to the Terms and Conditions of Sale set out below:

(Version updated May 2019)

1. General

1.1 All orders for products and services on IME website at https://www.rsuae.com/ (“our website”) accepted by IME are subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by IME unless agreed in writing by an authorized signatory of IME or expressly stated otherwise in these terms and conditions of sale.

1.2 All descriptions of the products and services contained on IME website or otherwise communicated to any purchaser of such products or services (the “Customer”) are approximate only and shall not form any part of the contract between IME and the Customer. IME shall not be liable to the Customer for any errors or omissions on the website, the RS catalogue or other product advertisement. The advertising of products and services on IME website is not an offer capable of acceptance; it merely constitutes an invitation by IME for the Customer to make an offer to purchase products and services in the UAE. IME' acceptance of the Customer's order will take place when IME confirms pricing and delivery dates to the Customer in writing after the customer places the order online, at which point a contract will come into existence between IME and the Customer.

1.3 Products with 10-digit stock numbers starting with '2508…' or '2509…' (Extended Range products) 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.

2. Prices

2.1 The prices of the products and services are as set out on the IME website and are valid for the UAE market only. IME reserves the right to change prices without prior notice at any time.

2.2 The price of an ordered product or service will be as set out on the IME website at the time of order acceptance by IME, except for products or services ordered for delivery at a future specified date (“forward orders”). The price for forward orders may be varied by IME after the date of order acceptance by written notice to the Customer.

2.3 All prices exclude VAT, which will be added at the rate applicable at the date of order acceptance.

2.4 The prices of Extended Range products / not priced products will be provided upon request.

3. Ordering

3.1 IME reserves the right to decline to trade with any company or person. IME 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 IME. Further, IME 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 IME. If IME 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 IME 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.

3.3 The Customer must submit orders using the RS stock numbers and the priced units used on the IME website, and must specify which delivery option is required. 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 times and charges

4.1 Subject to any cancellation, substitution or non-fulfillment of Customer's orders in accordance with clause 3 (Ordering), IME will deliver the products specified in the Customer's order. IME may use third party delivery agents to deliver products to Customers.

4.2 The Customer's delivery options, and the prices for them, are as set out on the IME website at the date of order. Customer is informed that delivery options and prices are subject to change and up-to-date information can be found on the IME website.

4.3 Delivery Time

An estimated delivery time will be provided after placing an online order. The standard delivery times are as follows:

UAE Stocked Items: Within 2-3 working days.

UK Stocked Items: Within 7-10 days subject to availability in the UK at the time of receiving an order confirmation.

Calibrated Items: Within 2-3 weeks, subject to availability in the UK at the time of receiving an order confirmation.

Lead Acid Batteries and Items equipped with Lead Acid Batteries: Within 2-3 weeks, subject to availability in the UK at the time of receiving an order confirmation.
Special Items such as Hazardous Items, Lithium Items and Items equipped with Lithium (because of the nature of the products) may result in longer delivery times as requiring special handling. For an estimated delivery time, please email us at ime@eim.ae

4.4 IME will aim to deliver products in accordance with the times and dates for delivery quoted on the IME website or informed by IME’s employees (the 'Quoted Delivery Times'), but Quoted Delivery Times are approximate only and indicate the stock position at RS in the UK.IME shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence on the RS website as requiring special handling may (because of the nature of the products) take longer to be delivered.

4.5 If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying IME of such delay, IME 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. If a revised delivery time is not acceptable IME may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.

4.6 IME will aim to deliver Extended Range products in accordance with the lead times published for them on the IME website. All such lead times are approximate only, and no other delivery options are available for Extended Range products. IME may, following Customer's order, notify the Customer if IME will be unable to fulfill any order for Extended Range products within that published lead time, and may provide alternative options.

4.7 Delivery Charges

Deliver charges may apply per order, irrespective of the number of products ordered.
Orders with total value less than £100 are subject to additional shipping and handling charges as published on IME website, or quoted at the time of order (currently £6 per order but subject to change from time to time).

Orders with total value more than £100 will be delivered free of charges.

4.8 Orders containing Extended Range products where the total value of Extended Range products is subject to an additional shipping and handling charge. These shipping and handling charges apply per order and the customer will be notified about the additional cost after placing an order.

4.9 Delivery Options

Door to door delivery

EX works collection – your nominated courier can collect from our warehouse in the UAE

Express delivery – by DHL or UPS, for delivery charges please email us at ime@eim.ae

Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.

5. Inspection, Delivery Delays and Non-Delivery

5.1 The Customer must inspect the products as soon as is reasonably possible after delivery or collection. The Customer shall, within 30 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 notice to IME in detail of:

i Any defect in the product that is apparent on reasonable examination. In this case IME shall, at IME's discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;

ii Any shortfall in products delivered. In this case IME shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;

iii Any delivery of products not in accordance with the order. In this case IME shall, at IME's discretion, replace the products or refund the purchase price; or

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 IME shall deliver the undelivered products or refund the price of the undelivered products.

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. IME' 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.

5.3 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. IME 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

6.1 Payment terms are cash with order. Payments should be settled in UAE Dirham (AED) only.

6.2 Payment methods

Bank Transfer  (We will contact you for more information)

Cash Payment  (Only by visiting our office)

Credit Card       (Only by visiting our office)

After ordering, customer will receive an email giving further instructions how to finish the transaction.

7. Risk and Ownership

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 IME / Third party has attempted to deliver the products. In the case of products which the Customer orders to be collected from an IME trade counters, risk of damage or loss to the products shall pass to the Customer at the time of collection.

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 IME has been made. If the Customer is late in paying any sum to IME, then IME shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorizes IME and its agents to recover any such products in such circumstance, and to enter any premises of the Customer for that purpose.

7.3 Demand for or recovery of the products by IME shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or IME's right to sue for the whole of the price.

8. Product and Availability Information

8.1 IME 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 IME supplies is available on the IME website.

8.2 Unless otherwise confirmed in writing, nothing on the IME 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

9.1 IME warrants that no product purchased from IME is materially defective.

9.2 In the event of any such product being materially defective, and subject to the provisions of clause 5 (Inspection, Delivery, Delays and Non-Delivery) surrounding defects apparent on delivery, IME will (at its option) replace or repair the product or refund the purchase price.

9.3 IME warrants that any service purchased from IME as referred to in clause 13 (Services) will be provided using reasonable care and skill. If any such service falls short of this standard, IME 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 IME.

9.5 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 IME, 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

ii The Customer returning or disposing of the relevant products, or making them available for collection by IME, in accordance with IME's instructions and suitably packaged. In particular, for any returns, the Customer must obtain an email confirmation from IME and send a copy of this confirmation along with the returned material, and state the original invoice number in respect of the products and the nature of any claimed defect.

9.7 Where the Customer returns defective products otherwise than in accordance with these provisions, IME may refuse such products and return them to the Customer at the cost of the Customer.

9.8 Any products which are replaced by IME shall become the property of IME. 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.

9.9 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, IME 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 IME 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.

10. Export Control and Limitations of Use

10.1 Certain products sold by IME are subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any license 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 the United Kingdom, the United States of America, the European Union or other country. Products shall neither be supplied or resold to Iran nor used for the benefit of any person or entity based in Iran.

10.3 The Customer certifies that products purchased from IME 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 IME are not recommended or authorized 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 Harmonized Tariff codes, are made for internal use by IME only. Such information is provided by IME in good faith based on the information available to it at the time of compilation. IME 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 IME. 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

11.1  IME 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 IME technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.

11.2  IME 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: (i) any express or implied terms of the contract between IME and the Customer, or of any order accepted by IME; (ii) any duty of any kind imposed on IME by law arising out of or in relation to the contract between IME and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.

12. No fault Cancellations and Returns

12.1 IME may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product.

12.2 In the event of cancellation of part of any order only, IME 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 Customers may only return products to IME, and receive a credit or refund or replacement on the following conditions:

i The Customer should contact IME to obtain a return confirmation and send it along with the returned items.

ii Return must be made within 30 days of the date of delivery or collection of such product(s).

iii Products must be returned to IME in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale;

iv The Customer must follow any specific instructions advised by IME; and

v Products must be returned to IME adequately packed and clearly labeled to: CUSTOMER RETURNS DEPARTMENT.

12.4 Where the Customer returns products to IME not in accordance with clause 12.4 (i) – (vi) above (for example, after the period for returns has expired or in an unfit state) IME 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.

12.5 This no fault returns policy excludes software, 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, IME 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 IME accepts no responsibility for any loss of or damage to products in transit from Customer to IME, where IME has not provided the collection.

13. Services

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. IME 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. The full details of the CALIBRATION service are as set out on the RS website.

iii Software Update: RS will install the latest version of software. RS will functionally check the unit to ensure software acceptance.

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

A force majeure event is any event beyond the reasonable control of IME (including but not limited to strikes, 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 IME 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 IME 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, IME 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

15.1 The Customer acknowledges that RS and its licensors own the intellectual property rights in the IME 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 IME 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

16.1 The Customer shall (and shall procure 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 and shall:

i not (directly or indirectly) induce any employee, agent or subcontractor of IME to make any concession to or confer any benefit on the Supplier, 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 IME to be in breach of any of the Relevant Requirements; and

iii promptly report to IME any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms and Conditions.

16.2 The Customer is informed that:

i IME employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favors from any company or individual that does business with IME or seeks to do so;

ii IME employees are not permitted to solicit gifts or other favors from any company or individual that does business with IME, or seeks to do so; and

iii entertainment of IME employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that IME's employees, agents or contractors, can reciprocate.

16.3 Financial restrictions on gifts and entertainment are contained in IME'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

17.1 Please refer to our privacy policy for more information about how we process your personal data.

18. Law and Jurisdiction

18.1 The contract between IME 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 UAE Law and the Customer submits to the non-exclusive jurisdiction of the UAE courts, but IME 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.

Registered office: Installations Middle East Co. LLC., Sheikh Zayed Road, P.O.Box 5253, Dubai, United Arab Emirates, Tel: +971 4 3433 444, Fax: +9714 3437 788
Registered No.207206, VAT Registration No. 100018074300003
RS and the symbol are trademarks of RS Components Limited. An Electrocomponents Company.