Last Reviewed: December, 2024
All quotations and sales of products and services (the "Products") by Festo Inc. (hereinafter referred to as "Festo") to a Customer anywhere in the world (each a "Customer", and collectively the "Customers") are subject to the following terms and conditions (the "Terms"), which form an integral part of a contract for the sale of Products by Festo. Any modification hereto must be in writing signed by Festo. These Terms are deemed an offer and a rejection of any other terms or conditions contained in any of Customer's documents (which, if construed to be an offer, is hereby rejected). This transaction with Festo is expressly made conditional on Customer's assent to the Terms set forth below, which are binding to the exclusion of any additional or different terms contained in any other document, any course of dealing or performance, and any trade custom or usage. Customer's acceptance of any Product or service will manifest Customer's assent to these Terms. Sales outside of North America may be subject to separate or supplemental terms and conditions of sale.
TERMS OF PAYMENT:
All orders will be invoiced upon shipment. Unless otherwise specified in a written order confirmation, payment shall be made to Festo within 30 days of the date of invoice. Unless otherwise agreed in writing, Festo reserves the right to submit invoices for partial shipments. Amounts remaining unpaid after thirty (30) days shall bear interest at the lower of Prime Rate plus two percent (2%) per annum, or the maximum rate allowable by law, both before and after judgment from the date such amounts become due until receipt of the outstanding payment from Customer by Festo (where "Prime Rate” means the prime commercial lending rate of interest (expressed as an annual rate) which the financial institution with whom Festo is doing business for its operating credit, establishes from time to time as its advertised reference rate of interest for granting operating credit). Customer agrees not to make any deduction or set-off from any payments without Seller’s prior written authorization.
PRICES AND QUOTATIONS:
Price quotations are firm during the thirty (30) day period subsequent to the date at which the quotation is given. Where an Order Confirmation (defined below) for such quotation is not issued during this thirty (30) day period, then subsequent to such period, prices are subject to change without notice, up until the date of such Order Confirmation.
ORDERS:
All Orders are subject to written confirmation by Festo which will fulfill each Order subject to approval of Customer’s credit as further detailed in this paragraph (the “Credit Approval Process”). If your credit is approved by Festo, your Order will be confirmed through an Order Confirmation, which will include a Delivery Date, as defined below (an “Order Confirmation”). Prices set out in an Order Confirmation are final. Invoices for Orders which have received an Order Confirmation are generated on the date that the Order is shipped. After acceptance by Festo, Customer requested order changes, including those affecting the identity, scope, and delivery of the Products, must be documented in writing and are subject to Festo's prior written approval and adjustments in price, scheduling and other affected terms and conditions. Festo reserves the right to reject any change that it deems unsafe, technically inadvisable, or inconsistent with established engineering or quality guidelines and standards, or incompatible with Festo's design or manufacturing capabilities. Festo further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.
DELIVERIES:
Delivery schedules (even if accepted or agreed to in writing by Festo) are tentative and based upon best information available at the time of quotation or acceptance of an order. All commercially reasonable steps to meet delivery schedules will be taken by Festo. Festo shall not be liable for any delays, loss, or damage in transit. Festo is not responsible for any errors, omissions or misdirected or lost orders, or orders which may be delayed. If Customer causes a delay in the delivery of Products or any part thereof, Festo, at its exclusive option, may extend delivery by a reasonable period and recoup any expenses incurred or damages suffered by Festo as a result of such Customer-caused delays. In addition, if the delay causes Festo substantial inconvenience, Festo has the right to cancel the delivery of the Products whose delivery is delayed.
Products are shipped EXW our warehouse INCOTERMS 2000, 5300 Explorer Drive, Mississauga, Ontario, Canada. Festo will, at Customer’s request, arrange for courier or other pickup at its warehouse. All costs related thereto are for Customer’s account. Each delivery date quoted in an Order Confirmation (each a “Delivery Date”) is based upon best information available at the time of quotation. Festo shall not be held liable for delays in shipping due to causes beyond our control or the control of our suppliers or subcontractors. Delivery Dates may be revised as a result of the Credit Approval Process.
RETURNED GOODS:
Returns for credit are not allowed without Festo’s prior written consent. Only unused standard Products in original packaging and suitable for resale will be considered for credit, provided that such Products are received within 90 days of the original invoice date. Special order Products (including but not limited to "made to order" and "non-stockable" items, specifically designed Products, non-standard length cylinders, special assemblies and special valve manifolds, control systems, and software) are not returnable.
Credit will be based upon prices in effect at the time of return or time of invoicing, whichever price is lower, less deduction for handling, re-inspection, and less any additional expenses incurred in restoring goods to saleable condition, as determined by Festo’s inspection. The restocking charge will be the higher of 20% of the purchase price invoiced for such Products or Festo’s documented costs and expenses in connection with restocking the returned Products. All return shipping charges must be prepaid by the Customer.
Products not accepted for credit (such as used or damaged Products, or Products with missing accessories or packaging materials) will be returned freight collect to Customer.
Notwithstanding anything to the contrary herein, Festo's Return Policy, as amended by Festo from time to time, shall apply to all returns of Products by Customer including without limitation annual stock rotations.
Products which, after delivery to the Customer, have been in contact with materials, substances or similar which may be classified as hazardous to health must be properly decontaminated by Customer before being returned. Such Products may only be returned after consultation with Festo.
ORDER CANCELLATIONS:
Cancellations of Orders which are the subject of an Order Confirmation are subject to a reasonable cancellation charge. Notwithstanding the foregoing, (a) Orders for special products which are the subject of an Order Confirmation may not be cancelled for any reason, and (b) Price Increase Cancellations will not be subject to a cancellation charge. Any cancellation of a delivered Order will be treated as a request to return the products, as described under “Returned Goods” above.
DESIGNS AND PUBLISHED DATA:
All designs and specifications in respect of the products for sale on the Festo web site are subject to change without notice. Such changes are not to be considered retroactive, and Festo assumes no responsibility for revision of models already in the field. All published data in respect of products sold by Festo, including CAD models and catalogues, is sufficiently accurate for general use, but Festo assumes no responsibility for errors or omissions in respect of same.
WARRANTY:
FESTO WARRANTS THAT ITS PRODUCTS TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF ONE YEAR FROM DATE OF SHIPMENT BY IT TO THE ORIGINAL PURCHASER. THIS WARRANTY IS IN LIEU OF, AND FESTO EXPRESSLY EXCLUDES ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, GUARANTEES, OBLIGATIONS, LIABILITIES, REPRESENTATIONS (INNOCENT OR NEGLIGENT) OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, DURABILITY, SUITABILITY, QUALITY OR CONDITION OR ANY CONDITION OR WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR IN EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE; AND NO DEALER, AGENT OR REPRESENTATIVE OF FESTO HAS ANY AUTHORITY TO EXTEND THE SCOPE OF THIS WARRANTY OR TO MAKE ANY OTHER REPRESENTATION, PROMISE, OR GUARANTEE IN CONNECTION WITH THE MANUFACTURE, SALE OR APPLICATION OF ITS PRODUCTS EXCEPT AS MAY BE SPECIFICALLY AUTHORIZED AND AGREED TO IN WRITING BY FESTO.
Liability of Festo for default under these Terms and Conditions, or otherwise in relation to each Order, is limited to this warranty. The remedy for the breach of this warranty is limited to repair or replacement of, or at Festo’s option, credit for refund of the purchase price of any defective product, provided that notice of default is given to us in writing within 30 days of the time the Customer knew or should have known of such defect. The one-year warranty period as provided above shall in no event be extended beyond the original one year period by reason of replacement of, or credit provided for any products for any reason, by Festo. Festo will pay for all warranty-related shipping charges. All defective products not covered by warranty must be returned, shipping charges prepaid by Customer to Festo’s production plant, located at Festo’s Canadian headquarters at 5300 Explorer Drive, Mississauga, Ontario.
This warranty shall not apply to any products which have been subject to misuse, misapplication, negligence, accident, modifications or tampering nor shall it apply to Festo product components used other than in Festo products for which the same were designed.
LIMITATION OF LIABILITY:
Without limiting the limited remedy expressly set out in the warranty above, IN NO EVENT SHALL FESTO BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES OF ANY KIND, OR DAMAGES CAUSED BY DELAY IN PERFORMANCE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE OR COST OF SUBSTITUTES, ARISING FROM OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ORDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, INDEMNIFICATION, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FESTO'S MAXIMUM LIABILITY FOR ANY CLAIMS ARISING FROM OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ORDER, WHETHER IN CONTRACT, INDEMNIFICATION, OR TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO SELLER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM.
It is agreed and acknowledged that the provisions of these Terms allocate the risks between Festo and the Customer in a fair and equitable manner, Festo's pricing reflects this allocation of risk, and but for this allocation and limitation of liability, Festo would not have agreed to sell the Products to Customer.
In jurisdictions that limit the scope of, or preclude limitations or exclusions of, remedies or damages or of liability such as liability for gross negligence or willful misconduct or do not allow implied warranties to be excluded, the limitation or exclusion of warranties, remedies, damages or liability set forth herein are intended to apply to the maximum extent permitted by applicable law.
INDEMNIFICATION:
Customer as lndemnifier. Subject to the limitations set forth in these Terms, Customer agrees to diligently defend, hold harmless, and indemnify Festo and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all liability, claims, lawsuits, losses, demands, damages, costs and expenses, including, without limitation, attorney's fees and costs, expert's fees and costs, and court costs, (the "Losses") arising from any third party claim (i) due to any use of the Products of any nature, except to the extent such Losses have been incurred as a direct result of a breach of Festo's warranty, Festo's willful and knowing infringement of the intellectual property rights of any third party, or Festo's gross negligence or willful misconduct, or (ii) arising out of any breach of any of Customer's representations or covenants or other obligations contained in these Terms or any contract in which these Terms are incorporated or to which these Terms are attached or made part of, or (iii) arising out of the improper use, storage, handling, transportation, maintenance, modification or alteration of Products by or on behalf of Customer or any third party; or (iv) arising out of a design or specification which is the property of or provided by or on behalf of Customer.
Festo as lndemnifier. Subject to the limitations set forth in these Terms, Festo agrees to diligently defend, and hold harmless and indemnify, Customer and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all Losses to the extent directly arising out of from third party claims asserting (i) Festo's strict liability, negligence or willful misconduct with respect to any product liability claims, or (ii)that the design or construction of the Products sold or licensed hereunder by Festo infringes any patent, copyright or trademark granted or registered in the United States or the European Union. Festo's obligations under this paragraph will be fulfilled if Festo, at its option and expense: (i) procures for Customer the right to continue using such Products, (ii) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practicable, refunds to Customer the purchase price of the affected Products in exchange for their return. Festo will have no obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on or arising out of a configuration or modification made, specified or requested by Customer and which is incorporated into or constitutes the Products, [b] the use of the Products in a process or application specified, requested or controlled by Customer or any third parties, or [c] the use of the Products in combination with other equipment, software or materials not supplied by Festo.
Indemnification Process. Each indemnitee shall notify the indemnitor in writing within 10 days of the receipt of any notice, claim, suit or proceeding, including any incidents involving personal injury or damage to property. The indemnitee shall cooperate with the indemnitor with regard to the defense of any suit or threatened suit. In the event of a claim involving an accident or safety issue, the indemnitee shall make available all statements, reports and tests concerning the incident. The indemnitor may assume control of the defense of any such claim, proceeding or suit and shall have the authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any adverse judgment which may be entered, except that the indemnitor shall obtain the indemnitee's prior written consent to any settlement, which consent will not be unreasonably withheld.
FORCE MAJEURE:
Festo shall not be liable for delays in performing contractual obligations due, in whole or in part, to any contingency beyond its reasonable control, including acts of God, acts or omissions of Customer, acts of civil or military authority, fires, accidents, strikes, labor disputes, supply chain disruptions, epidemics, quarantine restrictions, floods, wars, terrorism, riots, acts of terrorism, sabotage, delays in transportation, or transportation embargoes or governmental laws, ordinances, rules or regulations or any other events, occurrences or conditions beyond Festo's control.
If Customer fails to accept delivery of any Products due to reasons beyond Festo's control, Customer shall nonetheless pay the purchase price for the Products to Festo.
FOR PROTOTYPE PRODUCTION:
The customer is a pilot customer with regard to the aforementioned product(s). These products are pre-series products/prototypes which have not yet been released by Festo for series production and are intended exclusively for testing in applications/sample applications by the customer. Festo expressly draws attention to the fact that the Pre-Series Products may Schedule functional impairments or other features which will not be found in the subsequent series products. Accordingly, data and details of operating conditions, areas of application and individual features which have been communicated in relation to series products shall not be regarded as specified characteristics for the purposes of this Agreement. The Customer acknowledges that the functionality, characteristics and quality of the Pre-Series Products may deviate from the product specifications, depending on the degree of maturity of the Pre-Series Products.
Accordingly, the only characteristics which shall be considered to have been agreed shall be those which are identified by Festo as tested in the pre-series product documentation to be submitted in each case.
The Pre-Series Products are sold AS IS. FESTO MAKES NO REPRESENTATION WHATSOEVER WITH RESPECT TO ANY PRE-SERIES PRODUCTS, WHETHER EXPRESS OR IMPLIED WARRANTIES AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
No agent, distributor or employee of Festo has authority to make any warranty, representation or promise with respect to the Pre-Series Products. In no event shall Festo or any of its affiliates be liable for any damages of any kind arising out of the use, sale, lease, testing or operation of the Pre-Series Products, including without limitation damages resulting from defective software or firmware.
Customer understands and agrees that, while Festo will use reasonable efforts to rectify defects and errors [in software and firmware versions of] in the Pre-Series Products, Festo Inc. cannot guarantee that such defects or errors can be fixed in whole or in part. The use of Pre-Series Products shall be solely at the risk and the sole responsibility of the Customer.
The use of pre-series products shall be exclusively at the risk and on the responsibility of the customer. The customer shall indemnify Festo with regard to the use/testing of the pre-series products against all claims by third parties, no matter on what legal basis, insofar as the customer is responsible for these claims.
CONFIDENTIALITY:
All inventions (whether patented or not), methods, processes, know-how, layouts, models, designs, sketches, drawings, blueprints, patterns, trade secrets, copyrights, mask works, trade names, registered and unregistered trademarks and service marks, proprietary materials or other intellectual property and all improvements or modifications relating to any of the foregoing, incorporated into or in any manner associated with or attached to the Products or otherwise provided to Customer (the "Festo Intellectual Property") are and shall at all times remain the sole property of Festo or its licensors.
Customer agrees not to (a) modify, translate, decompile, reverse engineer, copy or duplicate the Festo Intellectual Property, nor to remanufacture or have remanufactured any Products which incorporate the Festo Intellectual Property, (b) to use any of Festo's trademarks, service marks or trade names in any manner without the prior written permission of Festo, or (c) to infringe, or permit a third party to infringe, any such Festo Intellectual Property or to adapt the Products in any way or to create a derivative work of any of the Festo Intellectual Property, except as may be authorized in writing by Festo. Any act or omission of Customer contrary to the provisions of this Section 12 shall be a material breach of these Terms.
In the event of a violation or threatened violation of Festo's proprietary rights, Festo shall have the right, in addition to such other remedies as may be available pursuant to law or these Terms, to temporary or permanent injunctive relief enjoining such act or threatened act. The parties acknowledge and agree that legal remedies for such violations or threatened violations are inadequate and that Festo would suffer irreparable harm.
EXPORT CONTROL:
a. Generally. Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations. Notwithstanding any other provision herein to the contrary, in the event that U.S. or local law requires export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. In the event that any required export authorization is denied, Festo will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) subject to such denial without liability of any kind relative to Customer or any other party. Festo will not comply with boycott related requests except to the extent permitted by U.S. law and then only at Festo's discretion.
b. "No Russia" Clause
b.1. Any deliveries of Products (hardware and/or software and/or technology and the respective documents, irrespective of the manner in which they are made available) as well as work and services including technical support of all kinds by Festo to Customer (collectively called "Festo Performance") shall be subject to the precondition that such Festo Performance is not prohibited according to national or international export control regulations, in particular embargos or other sanctions. Customer undertakes to provide all information and documentation which is required for export and shipment. Delays due to export examinations or approval procedures render deadlines and delivery dates inapplicable. If necessary approvals are not granted or if the delivery and service are not capable of being approved, the purchase order and/or contract shall be considered null and void with respect to the parts affected.
b.2. Festo shall be entitled to terminate any contract regarding Festo Performance without notice if such termination is necessary for Festo in order to comply with national or international legal provisions.
b.3. In the event of termination pursuant to section b.2, Customer is excluded from raising a claim for any damage or other rights on account of the termination.
b.4. When passing on all or any portion of the Festo Performance to third parties, whether in Germany or elsewhere, Customer must comply with the respectively applicable provisions of national and international (re-) export control law. In particular Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any of the Festo Performance that fall under the scope of the Council Regulation (EU) No 833/2014. Any violation of this section b.4 by Customer shall constitute a material breach of an essential element of a purchase order or contract and Festo shall be entitled to seek appropriate remedies. In addition, section b.2 and b.3 shall apply respectively. Customer shall immediately inform Festo about any problems in applying this section b.4 including any relevant activities by third parties that could frustrate the purpose of section b.4. Customer shall make available to Festo information concerning compliance with the obligations under section b.4 immediately upon request by Festo.
NO ASSIGNMENT:
Customer may not assign its orders or any contract in which these Terms are incorporated or to which these Terms are attached or made part of, or any right or interest herein or therein, or any other obligation arising hereunder or thereunder without the prior written consent of Festo.
APPLICABLE LAW AND JURISDICTION:
These Terms and Conditions shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflicts of laws principles thereof. The application of the United Nations Convention on the International Sale of Goods is hereby excluded.
Each party hereby irrevocably submits to the exclusive jurisdiction of the provincial and federal courts for Ontario, Canada, for the adjudication of any dispute hereunder or in connection with any transaction contemplated or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
COMPLIANCE:
Customer shall comply with Festo's "Code of Conduct for Business Partners" (available at
https://www.festo.com/ca/en/e/about-festo/sustainability-and-responsibility/compliance-id_3757).
Application of government contract regulations and clauses to the Products or the agreement evidenced by these terms and conditions are subject to the separate review and consent by an authorized representative at Festo's headquarters. Products sold or licensed hereunder are not intended to be used, nor should they be used, in any nuclear-related application either as a "Basic Component" as defined under United States nuclear regulations or under similar nuclear laws and regulations of any other country or otherwise.
The waiver by Festo of any breach or violation of these Terms by Customer shall not be construed as a waiver of any other existing or future breach or breaches by Customer.
The parties hereto are independent contractors and nothing in these Terms will be construed as creating a joint venture, partnership, employment or agency relationship between the parties.
These Terms shall apply to all sales of Products to Customer and shall survive the termination or cancellation of any other agreements, including but not limited to development agreements, service agreements or supply agreements, between Festo and Customer.
All quotations and sales of products and services (the "Products") by Festo Didactic, Ltd. (hereinafter referred to as "Festo") to a buyer anywhere in the world (each a "Buyer", and collectively the "Buyers") are subject to the following terms and conditions (the "Terms"), which form an integral part of a contract for the sale of Products by Festo. By placing an order, you (“you”, “your” or “Buyer”) agree that your order (“Order”) of products (“Products”) or software programs (“Software”) from Festo Didactic Ltd. (“Festo”or “us”) is subject to the following Terms and Conditions of Sale (these “Terms”), which shall constitute an agreement of sale between you and Festo. These Terms shall prevail over any conflicting terms or conditions you may submit at any time, unless otherwise specifically agreed in writing by Festo. Partial or full fulfillment of an Order does not constitute acceptance by Festo of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
1. TERMS OF PAYMENT: Net 30 days from the date of shipment. Late payments shall bear interest at the lower of prime plus 2% per annum or the maximum rate allowable by law. Buyer agrees not to make any deduction or set-off from any payments without Festo’s prior written authorization.
2. PRICES AND QUOTATIONS:
2.1. Prices are subject to change without notice, but any such changes shall not affect accepted orders scheduled for shipment within 30 days from the date the order is entered. Prices of Products scheduled for shipment after that period shall be those as published and in effect at the time of shipment. However, Buyer may, by written notice within 5 days of receipt of the information on price increases, elect to cancel the order for said Products.
2.2. Price quotations are firm during the 60 days period subsequent to the date at which the quotation is issued. Where an Order Confirmation (defined below) for such quotation is not issued during this 60 days period, then subsequent to such period, prices are subject to change without notice, up until the date of such Order Confirmation.
2.3 Prices in catalogs, brochures or any other marketing material are not binding unless confirmed in writing by Festo in an order confirmation. Prices do not include sales, use, excise, customs, value-added or similar taxes. Unless otherwise agreed in writing between the parties, all prices are net FCA Festo's loading dock and exclusive of packaging, transport, delivery, assembly, installation, initial commissioning and acceptance costs. Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.
3. ORDERS: All Orders are subject to written acceptance by Festo. If your order is accepted, your Order will be confirmed through an Order Confirmation, which will include a Projected Delivery Date, as defined below (an “Order Confirmation”). Prices set out in an Order Confirmation are final. After acceptance by Festo, Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to Festo's prior written approval and adjustments in price, scheduling and other affected terms and conditions. Festo reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Festo's design or manufacturing capabilities. Festo further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.
4. DELIVERIES:
4.1. Delivery schedules (even if accepted or agreed to in writing by Festo) are tentative and based upon best information available at the time of quotation or acceptance of an order. All commercially reasonable steps to meet delivery schedules will be taken by Festo. Festo shall not be liable for any delays, loss or damage in transit. Festo is not responsible for any errors, omissions or misdirected or lost orders, or orders which may be delayed. If Buyer causes a delay in the delivery of Products or any part thereof, Festo, at its exclusive option, may extend delivery by a reasonable period and recoup any expenses incurred or damages suffered by Festo as a result of such Buyer-caused delays or , may store such Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). .
4.2. Unless otherwise specifically agreed in writing by Festo, all deliveries are made FCA our warehouse, 675, rue du Carbone, Quebec, Quebec, G2N 2K7 (Incoterm 2010). Festo will, at Buyer’s request, arrange for a carrier or other shipping method at its warehouse. All shipping charges are for Buyer’s account.
4.3. On customer request, Festo may arrange partial deliveries and deliveries prior to the Projected Delivery Date if situation allow it. In addition, if the delay causes Festo substantial inconvenience, Festo has the right to cancel the delivery of the Products whose delivery is delayed. Buyer shall bear all risk of loss to the Products while in transit unless otherwise agreed in writing between the parties. Title to the goods shall pass to the Buyer when the Buyer assumes responsibility for the goods in accordance with the agreed Incoterm 2010 (FCA, DAP,…). The Buyer shall arrange for receipt of the Products in accordance with the agreed upon delivery schedule. If the Buyer fails to receive the Products, Festo may, without further notice, arrange for storage and Buyer shall be liable for all storage charges.
5. RETURNED GOODS:
Any claim for non-conforming Products arising out of or in connection with the condition or quality or quantity of the Products shall be made in writing to Festo within ten (10) days after the delivery of said Products. A failure to present such claim within this period shall constitute a waiver of such claim. If Buyer wrongfully rejects or revokes acceptance of the Products or fails to make payment when due on or before delivery or repudiates all or part of the contract for any Products shipped, Festo may withhold delivery, or stop delivery of Products or cancel the contract and/or sue for damages at Festo's exclusive option. Orders can only be returned for credit. No returns for credit will be allowed without Festo’s authorization. Only unused active items in current demand will be considered for return for credit. Credit will be based upon the prices invoiced for the Product, subject to deduction for handling, re-inspection, and any additional expense incurred in restoring goods to saleable condition. The shipping charges to return the goods to Festo shall be prepaid by the buyer in any circumstances.
6. ORDER CANCELLATIONS: Cancellations of Orders which are the subject of an Order Confirmation are subject to a reasonable cancellation charge. Notwithstanding the foregoing, Orders for special Products or Sore (including but not limited to items specifically configured for Buyer, specifically designed Products and special assemblies) may not be cancelled. Cancellations of orders for Festo standard parts are subject to the higher of 15% of the purchase price invoiced for such Products or Festo’s documented costs and expenses resulting from such cancellation. Any cancellation of a delivered Order will be treated as a request to return the Products, as described under “Returned Goods” above.
7. SOFTWARE LICENSE: Where Software is included in an Order as either part of a Product or on a standalone basis, the terms of this Section 7 as well as Section 9 shall additionally apply:
(a) Festo shall provide the Software, consisting of the machine program and the manual, in the agreed format or, otherwise, in the Festo’s standard manner. Buyer is granted a non-exclusive, non-transferrable and non-assignable license for the agreed scope of use of the Software (as set forth in the Order) in unmodified form upon payment in full. Use of the Software is limited to Buyer’s internal business purposes only. Buyer may not make any copies of the Software except as set forth in the Order. Buyer will not modify, market, sublicense, distribute, reverse engineer, or decompile the Software, or create derivative works based on the Software. Buyer will not distribute the Software to any other persons or entities, whether on a time-sharing basis or otherwise. Buyer may not sell the Software to any person or make any other commercial use of the Software except as set forth in the Order. Buyer will not remove any copyright and trademark notices on the Software and manuals and will take other necessary steps to protect Festo’s intellectual property rights. All rights not expressly granted hereunder are reserved by Festo. Buyer shall not permit the Software, including such copies and later modifications, to be accessed by third parties without Festo’s prior written consent.
(b) Buyer acknowledges and agrees that all title and interest, including all patents, copyrights and trade secret rights in software are the exclusive property of Festo and its licensors, if any, and that such software is licensed to Buyer by or on behalf of Festo and not sold to Buyer.
(c) Buyer shall take all necessary measures to prevent any damage caused by the Software, in particular to ensure the regular backup of programs and data.
(d) Buyer shall take adequate precautions to ensure the correct functioning of the Software, including taking measures to protect against malicious software.
(e) Buyer is responsible to ensure reliability and performance of the working environment of the Software (including all non-Festo software and hardware).
(f) The Software is suitable for the use described in its specifications. Festo does not warrant that the Software shall meet Buyer’s requirements or shall operate in all combinations which may be selected for use by Buyer.
(g) Festo makes no warranty that the Software is deemed completely free of errors. Buyer shall support Festo in the rectification of errors, in particular by giving full and complete descriptions of any problems with the Software and allowing a sufficient period of time for such rectification.
8. PROPRIETARY RIGHTS
8.1. All inventions (whether patented or not), methods, processes, know-how, layouts, models, designs, sketches, drawings, blueprints, patterns, trade secrets, copyrights, mask works, trade names, registered and unregistered trademarks and service marks, proprietary materials or other intellectual property and all improvements or modifications relating to any of the foregoing, incorporated into or in any manner associated with or attached to the Products or otherwise provided to Buyer (the "Festo Intellectual Property") are and shall at all times remain the sole property of Festo or its licensors.
8.2. Buyer agrees not to (a) modify, translate, decompile, reverse engineer, copy or duplicate the Festo Intellectual Property, nor to remanufacture or have remanufactured any Products which incorporate the Festo Intellectual Property, (b) to use any of Festo's trademarks, service marks or
trade names in any manner without the prior written permission of Festo, or (c) to infringe, or permit a third party to infringe, any such Festo Intellectual Property or to adapt the Products in any way or to create a derivative work of any of the Festo Intellectual Property, except as may be authorized in writing by Festo. Any act or omission of Buyer contrary to the provisions of this Section 12 shall be a material breach of these Terms.
8.3. In the event of a violation or threatened violation of Festo's proprietary rights, Festo shall have the right, in addition to such other remedies as may be available pursuant to law or these Terms, to temporary or permanent injunctive relief enjoining such act or threatened act. The parties acknowledge and agree that legal remedies for such violations or threatened violations are inadequate and that Festo would suffer irreparable harm.
9. EXPORT COMPLIANCE: The Software, and all underlying information or technology may not be exported or re-exported into any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, the Public Safety Canada Currently Listed Entities List, the Canada Office of the Superintendent of Financial Institutions Cumulative Warning List of Names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada) or otherwise prohibited under the Export and Import Permits Act (Canada) (or any successor regulations or supplement). Buyer will not export the Software or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. Buyer represents and warrants that it is not a national or resident of, or located in or under the control of, any country subject to such export controls.
9.1 .Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations. Notwithstanding any other provision herein to the contrary, in the event that U.S. or local law requires export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. In the event that any required export authorization is denied, Festo will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) subject to such denial without liability of any kind relative to Buyer or any other party. Festo will not comply with boycott related requests except to the extent permitted by U.S. law and then only at Festo's discretion.
9.2. "No Russia" Clause
9.2.1. Any deliveries of Products (hardware and/or software and/or technology and the respective documents, irrespective of the manner in which they are made available) as well as work and services including technical support of all kinds by Festo to Buyer (collectively called "Festo Performance") shall be subject to the precondition that such Festo Performance is not prohibited according to national or international export control regulations, in particular embargos or other sanctions. Buyer undertakes to provide all information and documentation which is required for export and shipment. Delays due to export examinations or approval procedures render deadlines and delivery dates inapplicable. If necessary approvals are not granted or if the delivery and service are not capable of being approved, the purchase order and/or contract shall be considered null and void with respect to the parts affected.
9.2.2. Festo shall be entitled to terminate any contract regarding Festo Performance without notice if such termination is necessary for Festo in order to comply with national or international legal provisions.
9.2.3. In the event of termination pursuant to section 9.2.2, Buyer is excluded from raising a claim for any damage or other rights on account of the termination.
9.2.4. When passing on all or any portion of the Festo Performance to third parties, whether in Germany or elsewhere, Buyer must comply with the respectively applicable provisions of national and international (re-) export control law. Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any of the Festo
Performance that fall under the scope of the Council Regulation (EU) No 833/2014. Any violation of this section 9.2.4 by Buyer shall constitute a material breach of an essential element of a purchase order or contract and Festo shall be entitled to seek appropriate remedies. In addition, section 9.2.2 and 9.2.3 shall apply respectively. Buyer shall immediately inform Festo about any problems in applying this section 9.2.4 including any relevant activities by third parties that could frustrate the purpose of section 9.2.4. Buyer shall make available to Festo information concerning compliance with the obligations under section 9.2.4 immediately upon request by Festo.
10. INSTALLATION:
(a) Where provided for in the Order, Festo shall install Products and Software ready for use. Buyer shall, at its own cost, provide all materials and incidentals, including but not limited to, transportation of the Products within the Buyer premises, disposal of packaging material, providing sufficient electrical capacity, air conditioning, computer hardware and associated network and internet connectivity necessary to permit installation and use and testing of Products and/or Software in accordance with Festo’s specifications and all applicable laws and regulations.
(b) Buyer assumes all responsibility for damage caused by contractors or laborers supplied by Buyer.
(c) Buyer shall obtain all permits and licenses required by federal, state, province or local authorities in connection with the installation and operation of the Products and shall bear any expense in obtaining same or in complying with any related rules, regulations, ordinances and statutes.
(d) Where Festo has agreed in the Order to install Products and/or Software, installation shall be deemed complete upon the earlier of (a) when Products and/or Software are installed and confirmation has been made that such Products and/or Software meet Festo’s specifications or (b) when Buyer uses such Products and/or Software.
(e) Festo offers no warranties and assumes no liabilities for the fitness or adequacy of the premises (or the utilities available at such premises) in which Products are to be installed, used or stored. Buyer shall indemnify and hold Festo harmless against any loss, damage, or claim arising out of the condition of the premises or such utilities.
11. PRODUCT OPERATION:
(a) Buyer agrees that all Products purchased hereunder shall be operated exclusively under close supervision of duly qualified personnel in a safe and reasonable manner in accordance with Festo’s written instructions and for the purpose for which the Products were intended. Festo does not offer and will not be responsible for training of Buyer’s personnel except as may be agreed in writing. Buyer agrees to indemnify and hold Festo harmless from and against all claims, demands, actions, causes or actions, judgments and costs, including reasonable attorney’s fees, arising out of or in connection with the operation of the Products by the Buyer, unless caused by Festo’s negligence.
(b) Any necessary or desired repair of and/or part replacement in Products and/or Software may only be handled by Festo or one of its authorized representatives.
(c) If Festo has so authorized Buyer, (i) such Product and/or Software must only be repaired in strict conformance with Festo’s specifications and instructions by competent personal and (ii) parts must only be replaced by parts supplied or specified by Festo and in strict conformance with Festo’s specifications and instructions, in each case, including post-repair and/or post-replacement testing and calibration. Failure to follow this requirement can be dangerous to Buyer
and Buyer’s personnel and will void the warranty for such Product repaired or in which the part was replaced and, if the part was supplied by Festo, for that part.
(d) Unless Festo has expressly authorized a repair and/or part replacement by Buyer, and if Buyer fails to follow the other procedures provided in the foregoing, Festo shall not incur any liability whatsoever based on the repair of or the replacement of parts in Products by Buyer or by third parties.
12. SECURITY INTEREST:
12.1. As security for the timely payment and performance of all amounts due by Buyer to Festo, Buyer hereby grants to Festo a first priority security interest (the “Security Interest”) in Products and in any proceeds derived therefrom (“Collateral”). The Security Interest shall remain in force until payment in full of the entire purchase price for the applicable Products and any other amounts due to Festo by Buyer has been received.
12.2. If so requested in writing by Festo, Buyer shall deliver to Festo, in form and substance satisfactory to Festo, and duly executed as required by Festo, such financing statements and other security interest perfection documentation, duly filed under The Personal Property Security Act (PPSA) in all jurisdictions as may be necessary, or in Festo's opinion, desirable, to perfect Festo's Security Interest in the Collateral, in order to establish, perfect, preserve and protect the Security Interest as a legal, valid and enforceable security interest and lien, and all property or documents of title, in cases in which possession is required for the perfection of the Security Interest.
13. WARRANTY:
(a) Festo, as its sole warranty, represents that Products for a period of 24 months from the date of shipment will materially conform to Festo’s published specifications in effect as of the date of manufacture and will be free of defects in material and workmanship provided that the Products are used for the purpose intended and are maintained, handled, serviced and operated in accordance with the written instructions and manuals supplied by Festo or the manufacturer of the Products. THIS WARRANTY IS PROVIDED IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES; AND FESTO SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No agent, distributor or employee of Festo has authority to extend the scope of this warranty or make any other representation, promise or warranty with respect to the Products.
(b) Upon discovery of any purported defect or deficiency, Buyer shall immediately notify Festo thereof and provide an appropriate purchase order or serial number and grant Festo the time and opportunity to investigate the purported defect or deficiency. If a warranty defect arises, Festo will, at its option, repair or replace the defective Product or credit the purchase price thereof. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND FESTO'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY. Festo will not be liable to remove defective parts or material, or install replacement parts or material, or to pay for the same. In no event shall any warranty claims be made more than 24 months after the date of shipment of the purchased Products. Warranty satisfaction is available only if (a) Festo is provided prompt written notice of the warranty claim and (b)Festo's examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification by someone other than Festo; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment.
(c) In any event Buyer shall be responsible for all non-warranty related work performed by Festo as well for all travel expenses, waiting time and overtime differentials of Festo’s personnel.
(d) The warranty set forth in Section 13(a) warranty shall be void if: (i) such Products and/or Software are not installed in accordance with the instructions furnished by Festo, (ii) such Products and/or Software are not operated and maintained in accordance with the instructions furnished by Festo or are repaired or maintained without Festo’s express authorization, (iii) such Products and/or Software are injured or damaged as a result of water, fire, misuse, accident, or neglect, (iv) such Products and/or Software are modified or altered, (v) Buyer fails to notify Festo within 20 days of any claimed breach of Festo’s warranty, said time to run from the time when Buyer learns that the Products are not operating as warranted, (vi) Buyer fails to make any damaged or defective part and/or software program available to Festo for inspection, or (vii) acts of Buyer or third parties, acts of God or Nature, modification, misapplication, abuse, or other similar events.
(e) Specifically excluded from Festo’s warranty is the replacement of any part of a Product with a limited life due to normal wear, and any parts where the manufacturer thereof provides its own warranty. Repairs or parts not within Festo’s warranty shall be charged to Buyer at Festo’s regular rates, plus expenses portal to portal. Unless expressly warranted in Festo's order confirmation, Festo makes no warranty that the Products comply with applicable law, regulations or specifications in any jurisdiction in which the Products may be sold, marketed or used, except for the designated use in the United States, Canada and in European Union and their respective states, territories and possessions. Any governmental or other approvals necessary in connection with the resale, marketing, distribution or use of the Products shall be the sole responsibility of Buyer.
(f) Software Warranty: At the time of shipment and for a period of 24 months thereafter, Festo warrants that software or firmware will comply with the published specifications. Festo makes no representation or warranty, express or implied, that the operation of the software or firmware Products will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Buyer's intended use or requirements.
(g) Buyer Specifications/Compatibility: Festo does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer (including that sourced from other manufacturers or vendors specified by Buyer). Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. Festo does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer's application except to the extent expressly represented in Festo's published specifications or written quotation.
(h) Services: Festo warrants that Products comprised solely of services (e.g., training, on-site repair, engineering and custom application programming services) will be performed by appropriately skilled personnel employed or retained by Festo.
(i) THE REMEDIES SET FORTH IN SECTION 13(b) SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY AND FESTO'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY.
14. LIMITATION OF LIABILITY:
14.1. IN NO EVENT SHALL FESTO BE LIABLE TO BUYER OR ANY THIRD PARTY FOR LOSS OF USE, REVENUE OR PROFIT, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES OF ANY KIND, OR DAMAGES CAUSED BY DELAY IN PERFORMANCE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE OR COST OF SUBSTITUTES ARISING FROM OR IN ANY WAY CONNECTED TO THIS AGREEMENT ORORDER , WHETHER ARISING OUT OF BREACH OF CONTRACT, INDEMNIFICATION, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORSEEABLE, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE TO BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER. , IN NO EVENT SHALL FESTO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO FESTO FOR ITS PRODUCTS AND SOFTWARE SOLD HEREUNDER.
14.2. It is agreed and acknowledged that the provisions of these Terms allocate the risks between Festo and the Buyer in a fair and equitable manner, Festo's pricing reflects this allocation of risk, and but for this allocation and limitation of liability, Festo would not have agreed to sell the Products to Buyer.
14.3. In jurisdictions that limit the scope of, or preclude limitations or exclusions of, remedies or damages or of liability such as liability for gross negligence or willful misconduct or do not allow implied warranties to be excluded, the limitation or exclusion of warranties, remedies, damages or liability set forth herein are intended to apply to the maximum extent permitted by applicable law.
15. INDEMNIFICATION
15.1. Buyer as lndemnifier. Subject to the limitations set forth in these Terms, Buyer agrees to diligently defend, hold harmless, and indemnify Festo and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all liability, claims, lawsuits, losses, demands, damages, costs and expenses, including, without limitation, attorney's fees and costs, expert's fees and costs, and court costs, (the "Losses") arising from any third party claim (i) due to any use of the Products of any nature, except to the extent such Losses have been incurred as a direct result of a breach of Festo's warranty, Festo's willful and knowing infringement of the intellectual property rights of any third party, or Festo's gross negligence or willful misconduct, or (ii) arising out of any breach of any of Buyer's representations or covenants or other obligations contained in these Terms or any contract in which these Terms are incorporated or to which these Terms are attached or made part of, or (iii) arising out of the improper use, storage, handling, transportation, maintenance, modification or alteration of Products by or on behalf of Buyer or any third party; or (iv) arising out of a design or specification which is the property of or provided by or on behalf of Buyer.
15.2. Festo as lndemnifier. Subject to the limitations set forth in these Terms, Festo agrees to diligently defend, and hold harmless and indemnify, Buyer and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all Losses to the extent directly arising out of from third party claims asserting (i) Festo's strict liability, negligence or willful misconduct with respect to any product liability claims, or (ii)that the design or construction of the Products sold or licensed hereunder by Festo infringes any patent, copyright or trademark granted or registered in the United States or the European Union. Festo's obligations under this paragraph will be fulfilled if Festo, at its option and expense: (i) procures for Buyer the right to continue using such Products, (ii) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practicable, refunds to Buyer the purchase price of the affected Products in exchange for their return. Festo will have no obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on or arising out of a configuration or modification made, specified or requested by Buyer and which is incorporated into or constitutes the Products, [bl the use of the Products in a process or application specified, requested or controlled by Buyer or any third parties, or [c] the use of the Products in combination with other equipment, software or materials not supplied by Festo.
15.3. Indemnification Process. Each indemnitee shall notify the indemnitor in writing within 10 days of the receipt of any notice, claim, suit or proceeding, including any incidents involving personal injury or damage to property. The indemnitee shall cooperate with the indemnitor with regard to the defense of any suit or threatened suit. In the event of a claim involving an accident or safety issue, the indemnitee shall make available all statements, reports and tests concerning the incident. The indemnitor may assume control of the defense of any such claim, proceeding or suit and shall have the authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any adverse judgment which may be entered, except that the indemnitor shall obtain the indemnitee's prior written consent to any settlement, which consent will not be unreasonably withheld.
16. FORCE MAJEURE: Festo shall not be liable for delays in performing contractual obligations due, in whole or in part, to any contingency beyond its reasonable control, including acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, accidents, strikes, labor disputes, supply chain disruptions, epidemics, quarantine restrictions, floods, wars, terrorism, riots, acts of terrorism, sabotage, delays in transportation, or transportation embargoes or governmental laws, ordinances, rules or regulations or any other events, occurrences or conditions beyond Festo's control. If Buyer fails to accept delivery of any Products due to reasons beyond Festo's control, Buyer shall nonetheless pay the purchase price for the Products to Festo.
17. NO ASSIGNMENT: Buyer may not assign its orders or any contract in which these Terms are incorporated or to which these Terms are attached or made part of, or any right or interest herein or therein, or any other obligation arising hereunder or thereunder without the prior written consent of Festo.
18. APPLICABLE LAW AND JURISDICTION
18.1. These Terms and any contracts and the performance thereof shall be governed by the laws of the province of Quebec and the laws of Canada without giving effect to the principles of conflicts of law thereof or the UN Convention on Contracts for the International Sale of Goods of 1980.
19. COMPLIANCE
19.1. Buyer shall comply with Festo's "Code of Conduct for Business Partners" (available at : https://www.festo.com/ca/en/e/about-festo/sustainability-and-culture/compliance-id_3757/)