Conditions of Sale
Terms and Conditions of Sale
1. Scope of Application
These sales and delivery terms apply only to business-to-business (B2B) purchases of goods and services where YE RS Solutions Oü acts as the seller. Deliveries do not include installation services unless specifically agreed upon in writing. Placing an order constitutes acceptance of these terms. Any changes are valid only if mutually agreed in writing. These terms do not apply to agency contracts or consumer sales.
2. Prices
All offers are made in writing and are valid for 30 days unless stated otherwise. Price offers do not include additional discounts or promotional prices without separate agreement. Product descriptions, dimensions, features, and prices presented on websites, catalogs, and offers are approximate and not contractual. The seller is not liable for possible errors in published information.
3. Contract Formation
A contract between YE RS Solutions Oü and the customer is deemed concluded when one of the following conditions is met:
• Both parties sign a written purchase agreement; • The customer accepts the seller's binding offer in writing; • The seller confirms the customer's order in writing, even if it differs from the initial offer.
Online advertisements are not binding offers but invitations to place an order. A contract is formed only after YE RS Solutions Oü confirms pricing and delivery time in writing.
4. Drawings and Descriptions
Product descriptions, technical specifications, drawings, and prices are indicative and not part of the contract. YE RS Solutions Oü is not responsible for errors or omissions on websites, in catalogs, or in advertisements. All technical documents remain the property of the creator and may not be used, copied, or disclosed without written permission
5. Prices and Currencies
All prices are based on those listed on the RS website (fi.rsdelivers.com) at the time of ordering, unless agreed otherwise in writing. Prices are net, excluding VAT, packaging, and delivery costs. Prices in foreign currencies are converted to euros using the selling rate of the Bank of Finland. If the exchange rate changes by more than ±2%, YE RS Solutions Oü reserves the right to adjust prices accordingly.
6. Orders and Delivery Terms
YE RS Solutions Oü reserves the right to accept or reject orders, with reasonable notice via email or phone. If the customer requires delivery from a specific supplier (Directed Supplier), the customer is responsible for ensuring the legality and suitability of the choice. YE RS Solutions Oü is not liable for the performance or compliance of such products.
Deliveries are made under EXW terms or otherwise agreed conditions:
• Orders over €100: free transport up to 30 kg (shipped from UK warehouse). • Orders under €100: €18.00 handling and packaging fee (0% VAT). • Orders over 30 kg: actual freight costs apply. Partial deliveries may occur without prior notice.
7. Payment Terms
Unless otherwise agreed in writing, the payment term is 14 days net from the invoice date. In case of delay, YE RS Solutions Oü has the right to charge interest and collection fees. The company may require advance payment or a payment guarantee if justified by the customer's credit history or solvency.
8. Transfer of Ownership and Risk
Ownership transfers to the customer only after full payment. Risk transfers upon delivery to the carrier. If the customer refuses to accept goods, YE RS Solutions Oü may charge for storage and reshipping costs.
9. Product Information and Availability
YE RS Solutions Oü reserves the right to modify or discontinue products without notice. The latest information is available online. Country of origin is provided only upon written request.
10. Warranty and Liability
YE RS Solutions Oü provides manufacturer warranties for products. Warranty does not cover misuse, non-compliance with instructions, or unauthorized modifications. Faulty products will be repaired, replaced, or refunded per the manufacturer's warranty. Claims must be submitted in writing and require an RMA number.
11. Export and Use Restrictions
The customer must comply with international export regulations (UK, EU, USA) and may not export products to restricted countries. Use in the production of biological, chemical, or nuclear weapons, vital systems, or military applications is prohibited without written consent.
12. Sanctions and Export Control Clause
The customer confirms that they will not sell or transfer products directly or indirectly to individuals, countries, or uses under international sanctions (e.g., EU, UN, OFAC). The customer must notify YE RS Solutions Oü if they believe products may be redirected to sanctioned destinations or individuals. Breach entitles YE RS Solutions Oü to suspend delivery and terminate the contract immediately.
13. Limitation of Liability
YE RS Solutions Oü is not liable for indirect damages (e.g., business interruption, lost revenue or reputation). Liability is limited to the product price or a maximum of €10,000. This does not limit liability for personal injury or willful misconduct.
14. Cancellation and Returns
Orders may only be cancelled with the seller’s written consent. A processing fee may apply to returns. Returns are accepted if products are unused, in original packaging, and returned within 30 days. If caused by customer error, a maximum of 70% of the product price is reimbursed. The customer bears return costs.
NCNR Products (non-cancellable, non-returnable): Custom or configured products cannot be cancelled or returned under any circumstance.
15. Compliance with Laws
The customer is responsible for legal use, storage, and labeling of products. YE RS Solutions Oü is not liable for any breach of such obligations.
16. Force Majeure
YE RS Solutions Oü is not liable for delivery delays due to force majeure (e.g., strikes, pandemics, natural disasters, raw material shortages, regulatory restrictions). If such conditions last over 14 days, the order may be cancelled.
17. Intellectual Property
All rights to website content, product codes, and intellectual property belong to YE RS Solutions Oü or its licensors. They may not be used without written permission.
18. Confidentiality
The customer may not disclose confidential information to third parties without written consent from YE RS Solutions Oü. This obligation survives contract termination.
19.Anti-Corruption Obligations
The customer must comply with anti-corruption laws and inform YE RS Solutions Oü of any suspicious circumstances. Breaches constitute a material violation of the agreement.
20. Personal Data Processing
Processing of personal data complies with applicable data protection laws. The customer ensures their representatives are informed and have consented. Privacy information is available upon request.
21. Disputes and Other Terms
The contract terms are binding and changes must be in writing. Estonian law applies and disputes are preferably resolved in Harju County Court or via arbitration. YE RS Solutions Oü may assign its rights without separate approval.
22. No Re-Export to Russia
22.1 The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with these terms and conditions that fall under the scope of The Russia (Sanctions) (EU Exit) Regulations 2019 (“Sanctioned Goods”).
22.2 The Customer shall undertake its best efforts to ensure that the purpose of clause 22.1 is not frustrated by any third parties further down the commercial chain, including by possible resellers.
22.3 The Customer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of clause 22.1.
22.4 Any violation of clauses 22.1, 22.2 or 22.3 shall constitute a material breach of these terms and conditions and RS shall be entitled to seek appropriate remedies, including, but not limited to, RS may stop accepting orders from and/or suspend shipments to the Customer.
22.5 The Customer shall immediately inform RS about any problems in applying clauses 22.1, 22.2 or 22.3, including any relevant activities by third parties that could frustrate the purpose of clause 22.1. The Customer shall make available to RS information concerning compliance with the obligations under clauses 22.1, 22.2 and 22.3 within two weeks of the simple request of such information.
22.6 Where RS has reason to believe that any Sanctioned Goods have been sold, exported or re-exported directly into the Russian Federation RS shall be at liberty to notify the relevant UK authorities irrespective of any confidentiality agreement between the parties.