Festo Ltd Terms & Conditions of Sale
1. Orders, Acceptances and Contracts
(i) All orders, acceptances and contracts are supplied to these Conditions and nothing (whether expressed or implied by stature, regulation, common law, trade practice or otherwise) is to vary or override them unless either agreed to in writing and signed on behalf of Festo or where exclusion of liability is rendered impossible by virtue of the Unfair Contract Terms Act 1977.
(ii) In particular no term or condition in any order given by any Customer which is inconsistent with these Conditions will apply.
(iii) All brochures, catalogues, manuals and other like material are issued by way of general description only and nothing contained therein nor any representation of whatever kind shall be binding upon Festo unless expressly incorporated in the contract. Specifications of weight and dimensions are approximate only unless expressed to be an essential term of the contract.
(iv) Specifications as to performance shall be subject to usual tolerances and rejection limits.
(v) No contract shall be formed until Festo shall have accepted an order, either by written confirmations or by actual delivery. The placing of an order by the Customer shall not constitute a contract even though Festo shall previously have issued a quotation.
(vi) Where goods are manufactured by Festo to the design or specification of the Customer, the Customer shall accept a quantity which may vary within a tolerance of 5% from the quantity actually ordered and in any event of any such variation Festo may adjust the price accordingly.
(i) Orders may be either by direct order at the prices stated in Festo’s current price list or, where Festo has given a written quotation, on the basis of such quotation.
(ii) Prices stated in Festo’s current price list are exclusive of the cost of packing, carriage, insurance and VAT. Small orders are subject to Festo’s current minimum charge.
(iii) All prices and quotations are tendered without commitment and are subject to withdrawal or variation at any time prior to an Order being accepted by Festo.
(iv) Festo reserves the right in the case of imported goods to adjust prices in line with movements in foreign exchange rates in the event of a fluctuation of more that 5% in the relevant exchange rate between the date of the contract and the date of delivery.
(v) All quotations are made on the understanding that the whole of the quantity quoted for will be ordered; otherwise Festo reserves the right to revise the quotation.
(vi) In the event that goods are ordered on terms that they shall be called-off and delivered to the Customer at a future date or dates then all such goods which shall not have been called-off by the Customer shall be despatched to the Customer on the final date for delivery stated in the order or (in the absence of such final date for delivery) the expiry of  months following the date of the order. If the Customer shall wish to cancel the order in whole or in part before the said date of final delivery Festo will assess whether the remaining goods set aside to meet the order can be accepted into Festo’s main stock: if so, Festo will issue to the Customer a handling charge of 25% of the agreed price; if not, Festo will deliver the goods in accordance with this clause and the Customer will make payment in full.
3. Guarantee and limitation of liability
(i) Every effort is made to ensure sound materials and good workmanship but Festo gives no warranty expressed or implied of materials, workmanship or fitness of goods for any particular purpose whether such purpose be known to Festo or not.
(ii) Where materials or workmanship are proved defective to the satisfaction of Festo and the goods were manufactured by Festo the goods will be repaired or replaced free of charge provided that Festo shall have been notified in writing of the defects within the following time limits:
(a) Where the goods are used in single-shift operations, within twelve calendar months of the date of delivery;
(b) Where the goods are used in multi-shift operations, within six calendar months of delivery;
and in the event of any such repair or replacement being carried out the said periods of guarantee shall not be extended beyond the guarantee period of the original equipment.
(iii) The provisions of this clause shall where applicable apply to any software programme supplied with goods notwithstanding that such software shall not form part of the sale.
(iv) Festo shall assume no liability for losses or damages incurred as a result of:
(a) Inappropriate or improper use or storage by the Customer prior to commencement of operations;
(b) Incorrect assembly or repairs by the Customer or third parties;
(c) Natural wear and tear, incorrect or careless treatment, or unsuitable operation techniques;
(d) Construction work by unqualified staff;
(e) Factors beyond Festo’s control;
(f) Any defect in any goods or components which were not manufactured by Festo;
(g) Any technical advice given by Festo other than in writing;
(h) Radio interference;
(i) Penetration of dust or moisture to the goods;
(j) Any modification made to the goods by the Customer.
(v) Festo shall not be liable for defects when the Customer fails to provide Festo with sufficient time and the opportunity to carry out repairs and/or to deliver alternative goods. In urgent or exceptional cases, Festo may authorise the Customer to repair the goods himself or have them repaired by a third party and to claim reimbursement of the expenses involved therein. Such authorisation will only be effective if given in writing.
(vi) Festo will not be liable for loss of profit or other consequential damage howsoever caused.
(vii) Where goods are manufactured by Festo to the design or specification of the Customer Festo shall give no guarantee or warranty that such goods shall be suitable for any given purpose.
4. Delivery and carriage charges
(i) Festo does not give any warranty as to rate or time of delivery and no mention of a rate or time of delivery in any order, quotation or acceptance is binding on Festo.
(ii) Festo will not accept responsibility for loss from package, damage, wrong delivery, discrepancies or short shipments unless a written complaint is made to Festo within seven days after the delivery of the consignment and unless Festo is given an opportunity of inspection.
(iii) Festo will not accept responsibility for loss of a whole consignment or any separate package forming part of a consignment unless a complaint is made to Festo within 14 days after the date of the invoice relating to such consignment.
(iv) If within 14 days of being given notice by Festo that the goods are ready for despatch the Customer fails to take or give instructions for delivery Festo may place the goods in storage and the Customer shall be liable to pay Festo’s reasonable storage charges.
(v) Unless delivery in one consignment is specifically requested, goods will be despatched as they become available and each part delivery will be treated as a separate contract and invoiced separately.
5. Title and Risk
(i) All goods shall be at the risk of the Customer from the time of delivery
(ii) Subject to the following provisions of this clause, all goods shall remain the property of Festo until all debts owed by the Customer to Festo, including any balances existing at relevant times and whether or not any credit period has expired, are settled, and the Customer holds all such goods as fiduciary bailee of Festo and shall store them in such manner as clearly to show that they are the property of Festo.
(iii) If any such payment is overdue in whole or in part Festo may recover and / or resell any of its goods and may by its servants or agents enter upon the Customer’s premises for such purpose. Subject to clause 6(i) below, payment is deemed to become overdue immediately upon the commencement of any act or proceeding in which the insolvency of the Customer is involved.
(iv) Subject to (iii) above, the customer may in the ordinary course of its business sell such bailed goods and any such sale shall be as such fiduciary agent of Festo and the Customer shall hold the proceeds of any such sale on behalf of Festo and shall keep such proceeds in a separate account.
(i) Festo shall be entitled to issue an invoice in respect of any consignment on the date of despatch or at any time thereafter.
(ii) Payment of the price shall be made within 30 days net from the date of invoice, time being of the essence. If delivery of the goods or materials shall be prevented or delayed by the Customer payment shall be made by the due date as if there had been no such prevention or delay.
(iii) Festo reserves the right to charge interest on any invoice remaining unpaid for more than 30 days from the invoice date at the rate of 2% per month to be calculated on a daily basis from the invoice date to the date of receipt of payment.
(iv) Festo shall be entitled to full reimbursement of all legal fees and costs incurred in the collection of moneys owing in the event that the Customer fails to make payment in accordance with clause 6(ii) provided that such legal fees and costs have been reasonably incurred and are reasonable in amount.
(v) If the Customer defaults in making payment on the due date of any sum due to Festo on any account Festo may suspend deliveries (in which event the Customer will be liable for any damage, loss or expense which Festo may thereby suffer) and if such default continues for seven days after written notice of Festo’s intention to invoke the provisions of this condition Festo may determine the contract.
(vi) If the Customer commits an act of bankruptcy or being a company goes into liquidation (otherwise than a voluntary liquidation for the purposes of reconstruction or amalgamation) or has a Receiver appointed Festo may (without prejudice to the terms of clause 5 hereof) suspend deliveries and/or determine the contract.
(vii) In the event of the determination of the contract for any reason the Customer will be liable to pay forthwith for all work done and materials supplied and may also be liable in damages as for a wrongful repudiation.
(viii) If good are returned through no fault of Festo, Festo reserves the right to make a handling charge.
7. Copyright, Patents, etc.
(i) Festo retains all copyrights, patents, and the right of legal protection of registered designs in its drawing, diagrams, software, documents and equipment. Drawings, specifications, documents, etc. appended to quotations or forwarded to customers are for their personal use only. They may be neither copied in whole or part nor made accessible to third parties without Festo’s express written consent
(ii) Any software programme supplied by Festo shall not form part of the sale but the Customer shall be licensed to use such software (together with any up-dates and modifications which Festo may at its discretion provide) as specified by Festo and if such software shall have been supplied together with goods then it may be used only in connection with such goods.
8. Health and Safety at Work
The Customer will ensure that the goods are properly and safely installed in accordance with any instructions that shall have been supplied by Festo and with good trade practice and that they will be safe and without risk to health or safety when used.
9. Installation and Commissioning
(i) These Conditions of Sale shall apply where appropriate to the installation and commissioning of any equipment by Festo.
(ii) The cost of installation and commissioning shall in each case be charged for in addition to the cost of any goods supplied. Unless otherwise agreed in writing by Festo such work shall be charged at the hourly rate applicable to the personnel engaged. The Customer shall reimburse Festo at cost for all materials and expenses. Such charges may be levied in all cases where through no fault of Festo it shall prove impossible to carry out the work on time or in accordance with the agreed standards or specifications or the work required exceeds that anticipated by the parties.
(iii) The hours engaged in such installation and commissioning work shall be recorded by the Festo personnel and verified by the Customer at intervals of not more than one week. If the Customer shall fail to verify the records then Festo shall submit an invoice on the basis of the records as drawn.
(iv) The Customer shall ensure that adequate accommodation and facilities are available for such installation and commissioning work and that all equipment is ready and available and in a fit state and condition. If the Customer shall fail to comply with those requirements it shall compensate Festo for all time wasted by Festo’s personnel.
(i) Festo will not be responsible for any failure to fulfil any term of this contract if fulfilment is delayed, hindered or prevented by any circumstances whatsoever which are not within its control including but not by way of limitation strikes, lockouts, fire, explosion, any curtailment, failure or cessation of public utilities or services, or of supply of the products from any of Festo’s existing supplier’s, or of any national or local port, transportation or other authority or any body or person purporting to be or act for such authority. The Customer after notifying Festo in writing shall be free to purchase from other suppliers any deficiency caused by the operation of this Condition.
(ii) All contracts entered into by Festo shall be governed by English law.