1. Scope
These are the Terms and Conditions (T&Cs) of Festo AG (CHE-105.786.934), Gass 10, 5242 Lupfig, Switzerland (Festo). These T&Cs shall apply to all Festo products and services. These T&Cs shall also apply exclusively to all contracts concluded between Festo and its customers, and shall take priority over customers' terms of business. Festo shall only be bound by divergent terms and conditions if Festo has expressly consented to such terms and conditions in writing. The customer shall obtain this consent from Festo separately for each specific case.
These T&Cs shall be regarded as accepted by and binding on the customer at the latest when the products or services are received.
Festo shall have the right to change, adapt or add to these T&Cs at any time; the most up-to-date version of the T&Cs as made available on the Festo website or otherwise made available at the time of the customer's order shall apply.
2. Conclusion of contract
2.1 Conclusion of contract
Offers made by Festo, whether solicited or unsolicited, shall not be binding, provided nothing has been expressly stated to the contrary (Art. 7(1) OR, Swiss Code of Obligations).
A contract shall not be concluded until Festo has provided a written order confirmation; said contract shall pertain to the products and/or services stated in the order confirmation and to the conditions listed therein. Should the order confirmation be inconsistent with these T&Cs, the provisions in the order confirmation shall take priority.
Modifications and supplements shall always require the written form. Means of electronic communication shall only apply as the written form if this has been agreed by the parties concerned.
2.2 Conclusion of contracts in Festo online shops
The goods and services offered in our online shops do not represent an offer to conclude a contract; they are merely an invitation to submit an order. Upon submitting an order, the customer issues us an offer to conclude a purchase contract. Through our online shops, we only accept orders for deliveries to Switzerland. Orders that are to be delivered to a different country must be directed to the local sales company in the country concerned. The language of the contract is German. The customer may view the content of his or her order any time, by visiting the order history in his or her account in the Festo online shop. The full text of the contract is stored by Festo, but cannot be accessed by the customer. The customer receives an order confirmation after his or her order has been received. This is for informational purposes only; it does not constitute acceptance of the order. The order does not become binding until a written or electronic order confirmation is issued or the goods are dispatched. In cases where software is being purchased via the App World, a contract comes about when the app is provided for the customer’s use. If an order confirmation has been issued but contains obvious spelling errors, calculation errors or other errors, it is not binding for Festo.
3. Export Control
a. 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 the 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. The 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 contract shall be considered not concluded with respect to the parts affected.
b. 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.
c. In the event of termination pursuant to clause3.b, no claims shall be admitted for damages or other rights on account of the termination.
d. When passing on any of the Festo Performance to third parties in Germany and abroad, the Customer must comply with the respectively applicable provisions of national and international (re-) export control law. In particular the 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 3.d. by Customer shall constitute a material breach of an essential element of the contract and Festo shall be entitled to seek appropriate remedies. In addition, section 3.b. and 3.c. shall apply respectively. The Customer shall immediately inform Festo about any problems in applying this section 3.d. including any relevant activities by third parties that could frustrate the purpose of section 3.d. The Customer shall make available to Festo information concerning compliance with the obligations under section 3.d. immediately upon request by Festo.
4. Brochures and technical documentation
Brochures and catalogues shall not be binding, unless otherwise agreed in writing. Equally, information given in technical documentation shall only be binding insofar as it has been expressly warranted.
Each party shall retain all rights to plans and technical documentation which he has handed over or otherwise made available to the other party. The receiving party shall accept these rights and shall not make the plans and technical documentation available to third parties, either in whole or in part, unless authorised to do so in writing by the other party in advance, nor shall he use the plans and technical documentation for any purpose other than the purpose for which they have been handed over.
5. Prices and payment terms
All prices shall be net, exclusive of VAT and other taxes, ex works, not including postage and packing, customs duties or other charges, insurance, assembly and suchlike, nor discounts of any kind (any discounts shall be reimbursed by the customer). Offsetting against any claims on the part of the customer shall be excluded.
Costs for packaging, transport and insurance as well as assembly and the like shall be borne by the customer, or invoiced additionally to the customer, as the case may be. The contractually established conditions and cost items shall apply in this regard. The invoice shall be sent to the customer to coincide with the delivery of the products or else with completion of the service provision.
The payment terms for customers with headquarters and delivery address in Switzerland are net 30 (thirty) calendar days from the invoice date. Festo reserves the right in certain cases to deliver only after prepayment.
Should there be a delay in payment, Festo shall have the rights defined in Item 10 Section 3 (retention of deliveries and so on); Festo shall also be authorised to invoice for interest on payments in arrears in the amount of six percent (6%) p.a. on the outstanding invoice amount, without any prior reminder being required.
In the case of orders with a net goods value of less than CHF 50, we will add a small-order supplement to the invoice to bring its value up to this amount. This does not apply to orders placed via Festo’s online shops.
If delivery is scheduled to take place more than six months after conclusion of the contract and Festo has generally increased its prices for the products concerned by a certain percentage in the meantime, this general price increase may be passed on to the Customer.
The prices increased by the respective percentage shall then apply in deviation from the prices stated in the order confirmation. In this case, the Customer will receive a correspondingly amended order confirmation with the new price.
Insofar as the price valid upon delivery according to the above regulation exceeds the price stated in the original order confirmation by more than 10%, the Customer shall be entitled to withdraw from the contract for the products concerned within one week after receipt of the amended order confirmation.
6. Place of performance
The place of performance for all services provided by Festo and the customer shall be Festo head office (Lupfig).
7. Benefits and risks
Benefit and risk for the products shall be passed on to the customer upon transfer ex-works to the carrier. This also applies in the case of partial deliveries or if Festo has taken charge of other services, such as transport costs or product assembly on customer premises. If transfer to the carrier is delayed for reasons attributable to the customer, benefit and risk shall be passed on to the customer at the time of Festo announcing availability for delivery to the customer.
Insurance for the products and transport, as well as costs for any subsequent assembly and commissioning work, shall be a matter for the customer.
8. Software
For contracts involving the provision of software and apps (hereinafter designated globally as “software”), Festo is responsible for providing access for the customer to the proposed software (licence). This access provision will be in digital form.
The software shall be delivered either (1) through provision of the purchased licences in appropriate form and, unless otherwise agreed, through the delivery of the licence key by email or (2) by download through a download link, which Festo shall send the customer by email (including a licence key) to an email address communicated by the customer. The software shall be deemed to be delivered once the licence key has been provided.
The type and the scope of use of the purchased software, the system requirements, and the licence fees shall be determined from the respective product description, the respective licence certificate and/or the respective sales documents (proposals, order confirmations).
Festo shall be responsible for providing consultancy services only if this is expressly and separately agreed via a Service Level Agreement. Festo shall only be responsible for adaptations and/or modifications to the software and for the creation of interfaces with third-party software if this is expressly and separately agreed.
The manufacturer of software sold by Festo is Festo SE & Co. KG. The rights of use to the purchased software are granted by Festo SE & Co. KG. For the content and scope of the respective rights of use, the end user licence agreement (EULA) of Festo SE & Co. KG shall apply, which can be consulted at https://www.festo.com/de/en/e/legal-information/end-user-licence-agreement-id_45479/.
If components or modules of other software manufacturers are (also) contained in the software, in particular Open Source software components, Clause 9 shall also apply.
If on the licence certificate and/or in the respective sales documents (proposals, order confirmations) a certain number of natural persons are named (“named users”), who are allowed to use the software, the granted rights of use extend only to these named users. A named user is a specifically designated employee of the customer who has direct or indirect access to the software provided. Use of the software by other third parties, who are not named users, is only permitted in exceptional cases and upon consultation with Festo.
The customer shall fulfil all duties and obligations that are necessary for the execution of the contract. The customer shall, in particular, in the absence of any other applicable agreements that take precedence:
a) keep confidential any user and access authorisations assigned to named users, protect these authorisations from access by third parties and not transfer them to unauthorised users; the customer shall immediately inform Festo if there is any suspicion that the access data and/or passwords may have become known to unauthorised persons,
b) define contact partners and ensure that these contact partners are available in the event of updates or work that need to be carried out on site by Festo,
c) grant Festo remote access to the locally installed parts of the software on the customer’s computer systems and keep them permanently maintained,
d) have the requisite infrastructure for running the software along with backup strategies in place,
e) keep all copies of the software in a protected location,
f) immediately report software defects to Festo and take account of instructions from Festo, insofar as the customer can be reasonably expected to do so, and pass on to Festo all information available to the customer needed for eliminating the defect.
Festo shall be entitled to carry out a licence check. If a licence check establishes that the use of the contractual software by the customer has been extended beyond the contractual agreements, a further contract must be concluded with Festo for further licences to cover the scope used to date. Festo reserves the right in this regard not to grant agreed discounts in any such case. It also reserves the right to claim damages and interest on arrears.
For contracts involving the permanent provision of a specific software version (purchase) the following applies:
a) Festo shall provide the customer with the software defined in detail in the respective product description, the respective licence certificate and/or the respective sales documents (proposals, order confirmations) in the defined software version. It is not responsible for providing upgrades.
b) Updates and maintenance services shall only be covered under the warranty if such services have been separately ordered by the customer for a fee.
For contracts involving the temporary provision of software (rental) the following applies:
a) The term is stated on the licence certificate and/or the respective sales documents (proposals, order confirmations).
b) Unless otherwise stipulated therein, the term runs for 12 months starting on the day stated on the invoice (contract year). The term shall be extended by a further 12 months in each case unless the contract is cancelled subject to 30 calendar days’ notice before the end of the respective contract year. The right to termination for good cause remains unaffected.
c) Free test licences are always, unless agreed otherwise, limited to a duration of three months, and are automatically terminated after this time, without the need for cancellation. There is no automatic transfer into a fee-based contract.
d) The agreed payment is understood to be an annual flat-rate, starting from the conclusion of the contract. Payment is due in advance at the start of each contract year for the entire contract year. The applicable value added tax shall be payable in addition to the agreed payment sum.
e) For fixed terms of more than 12 months, indefinite terms, and terms with automatic extension, Festo shall be entitled, in the absence of any specific regulations, to increase the payment after 12 months have elapsed through written notification with two months’ notice to the month’s end. The customer has the right to terminate the contract within a period of four weeks following receipt of the payment increase notification.
f) If the software has been made available to the customer as “Software as a Service” (SaaS), the following also applies:
(1) The customer shall receive access to a service provided by Festo via the Internet and use for this the web application.
(2) For certain software, an app for mobile devices (smartphone and tablet) shall be made available for downloading from the “iOS” (Apple App Store) and “Android” (Google PlayStore) app stores for mobile platforms. In the app there is a coupling with the web application.
(3) Festo cannot be held responsible for the establishment and maintenance of the data connection between the IT systems of the customer and the service.
(4) Unlimited availability of the service is not part of the service. System maintenance and other operational interventions that can lead to unavailability remain possible at all times. Festo shall, as far as is possible, provide information thereof in advance. Festo shall nevertheless strive to minimise unavailability, and above all to use times outside of normal office hours (Mon-Fri 8am-5pm CET). Despite high system stability, it is therefore recommended to make regular data backups of all entered data, and at least once a day. Insofar as unavailability for these or for other reasons exceeds a temporal value of 10%, the customer shall be entitled to a pro rata reduction of the licence fees. Any special agreements in a Service Level Agreement shall always take precedence.
(5) Festo reserves the right to turn off the software at any time in the future and from that time no longer make it available. In this case, the customer shall be reimbursed the proportionate overpayment. Any further claims in such cases are excluded. Any software switch-off shall be announced by Festo with at least 6 months’ notice.
9. Free and Open Source Software
The products may include Free and Open Source Software (FOSS). FOSS is, according to the Open Source Definition of the Open Source Initiative (https://opensource.org/osd), software that is licensed by the respective rights holders to anyone for comprehensive licence-free use, and whose source code is freely available. A list of the software components concerned by this and the respective applicable licence conditions along with any other information (e.g. for obtaining the source code) shall be transferred to the customer together with the product. As long as the customer uses the FOSS components exclusively internally, the customer has no licence obligations with respect to the rights holders of these FOSS components. The customer can, however, also acquire a simple right of use from the respective rights holders under the conditions set out in the applicable FOSS licences. Any use of FOSS based on these FOSS licences and outside of the use provided for in the products shall be at the customer's own risk and is not a subject of the contractual relationship with the supplier.
This contract also applies for products that include FOSS but which are not restricted to the user rights and user freedoms guaranteed in the FOSS licences. The FOSS licences take precedence over this contract in this respect.
The customer is authorised to process software components obtained from the supplier for the customer’s own use and to conduct reverse engineering for correcting errors from such processing insofar as these software components are linked to the program libraries under the GNU Lesser General Public License (LGPL). Passing on information obtained from reverse engineering and from the processed software is, however, not authorised.
The warranty shall not apply for defects in the products resulting from FOSS processing. The customer bears the burden of proof for demonstrating that a product deficiency would have occurred even without processing the included FOSS.
10. (Partial) delivery
Delivery shall be made in the form agreed with the customer.
Festo shall be authorised to make partial deliveries.
Delays in payment for previous deliveries and changes in the customer's circumstances, which jeopardise payment for products or services, shall authorise Festo to retain deliveries and/or to demand advance payment or to withdraw from the contract; the right to enforce claims for damages shall be reserved.
11. Delivery time and delay in delivery
All legal relationships with customers shall be subject to Festo receiving correct, complete and punctual delivery of required materials, as well as to unforeseen events such as force majeure, transport delays, interruption of operations and so on; this shall also apply to deliveries of the raw and auxiliary materials needed to manufacture the products or provide the services. Should Festo default on a delivery commitment, and should Festo be at fault for the delay, the customer shall be authorized, after a written reminder and an appropriate grace period of at least four (4) weeks has elapsed without results, provided he is able to prove a loss arising from this circumstance, to demand reimbursement of the damages caused by the delay in the amount of no more than five percent (5%) of the price of the product or service for which Festo has defaulted on delivery. The customer shall only be permitted to withdraw from the contract in the event of significant non-conformance which makes it impossible to use the products and/or services for their intended purpose, or makes it possible to use them only to a considerably limited extent. All other claims (of any kind whatsoever) on the part of the customer, namely consequential damages, shall be excluded.
Should delivery periods be agreed, the period shall start to elapse, provided nothing has been agreed to the contrary, when the order confirmation is supplied or the contract is signed by Festo. The delivery period shall be extended, in addition to the aforementioned reasons, should
- Festo not receive the information required to make delivery promptly or should the customer change said information retrospectively,
- the customer or a third party not have completed all necessary work or should they be delayed in fulfilling their contractual duties, and
- in all other circumstances where Festo is not liable.
In these circumstances too, any legal consequences shall only ensue following a written reminder from the customer and the fruitless expiry of a reasonable grace period of at least four (4) weeks.
12. Reservation of title
The products shall remain the property of Festo until the purchase price has been paid in full and all associated claims by Festo have been settled. Festo shall be authorised and licensed by the customer to have the reservation of title entered into the relevant registers at the customer's cost. The customer shall bear the costs of any measures required to protect Festo's title.
13. Warranty
Only the characteristics that are expressly stated and warranted in the corresponding product specification and/or service description shall be deemed to be characteristics under warranty. No warranty is granted for other or extra characteristics. It is rather the responsibility of the customer to check for themselves if the products with the data stated in the specification or on the data sheet are suitable for the customer’s intended use. Festo products are not developed or intended for use in safety-related applications of nuclear energy.
The warranty period shall be twelve (12) months from handover of the product to the freight carrier or provision of the service.
The customer shall check the products delivered or the service provided immediately, and give notice of any defects in writing without delay. Products and services shall be classed as accepted should the customer not give notice of any defects within eight (8) calendar days of delivery or performance.
For defects which have been reported properly and promptly, Festo shall decide whether to meet its warranty obligations by reducing the agreed price or, as the case may be, by delivering faultless replacement products or correcting the services. Other legal remedies shall be excluded. For replaced or repaired products and/or service improvement, the warranty period begins anew and lasts six (6) months from the replacement / repair / improvement, but for a maximum of 18 (eighteen) months from the handover of the original product to the carrier and/or provision of the service.
Should the defect or the lack of a warranted characteristic have originated in a delivery or service from a sub-supplier, Festo's liability shall be restricted to the assignment of the claims against the sub-supplier(s) to which Festo is entitled.
Warranties of any kind shall become void in circumstances where the customer modifies or carries out repairs on products or does not use them for their intended purpose (instructions for operation) or maintains them poorly.
Equally, warranties of any kind shall become void should a defect occur and should the customer not immediately take all appropriate steps to minimise the damage, inform Festo of the defect or give Festo an opportunity to rectify it.
Should products or services be created or performed in accordance with customer specifications, Festo shall only accept liability for the precise realisation of the customer specifications; no further duties shall be incumbent on Festo.
Defective products may only be returned after prior registration of the return via the Festo customer portal and receipt of a corresponding Festo return delivery note. Each return must be accompanied by a justification. If these conditions are not met, Festo is entitled to refuse the return. Any resulting costs will be borne by the customer.
14. Liability
Any liability for products and services on Festo's part beyond that stated in Item 12 for whatever legal ground shall be hereby excluded to the extent permitted by law. Equally, liability of any kind for consequential damages (caused by a defect), lost profit, other indirect losses and suchlike shall be excluded.
15. Assembling
The application(VSM)for general installation terms of swiss engineering industry association will be also implemented in case that Festo assumes the installation or her monitoring.
16. Compliance
With his order, the customer warrants that they have been informed of the contents of Festo's value management (available at https://www.festo.com/group/de/cms/10310.htm), and have instructed their managers and employees, as well as any subcontractors, to comply with it.
17. Applicable law
Swiss law shall apply to these T&Cs and all Festo order confirmations and contracts, excluding the provisions of private international law and international sales law as per the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
18. Place of juris
The ordinary courts of the canton of Aargau, place of jurisdiction Aarau, shall be solely responsible for adjudicating on all disputes arising from these T&Cs, order confirmations and contracts.
Festo AG
Gass 10
CH-5242 Lupfig
Tel +41 (0)44 744 55 44
Fax +41 (0)44 744 55 00
info.ch@festo.com
www.festo.ch
Version 2025