In these Standard Terms and Conditions, “Festo” shall mean Festo Private Limited. "EULA" refers to the End User Licence Agreement, including any supplemental terms between the customer and Festo and governs the customer's use of Festo software applications. "Apps" means software applications offered by Festo Private Limited. All sales of products and/or software described on the reverse hereof are subject to the following terms and conditions which supercede any earlier set of conditions appearing in the sales catalogue or elsewhere and any variation of these terms and conditions in any document of the buyer or otherwise is inapplicable unless accepted in writing by Festo.
2. Prices and Quotation
Prices are subject to change without notice, but any such changes shall not affect accepted orders scheduled for delivery/shipment within 30 days from the date the order is accepted; prices of those products scheduled for delivery/shipment after 30 days from the date an order is accepted and entered shall be the published price in effect at the time of such scheduled delivery/shipment, but buyer, by written notice to seller within 5 days of receipt of a price increased, may elect to cancel the order for said products without charge in lieu of paying a higher price. Price quotations are firm for 30 days only.
3.1 All orders for products or software are subject to Festo's written or electronic acceptance, including, for the avoidance of doubt, any orders submitted through Festo's online store. Customers who submit orders for products or software through Festo's online store may receive an automatically generated order confirmation for informational purposes. Such an order shall become binding on Festo on the earlier of (i) the customer's receipt of a written or electronic order acceptance; or (ii) when the products are dispatched or when the software is made available to the customer (as the case may be).
3.2 Notwithstanding acceptance or acknowledgement thereof, all orders and quotations are subject to approval by Festo of buyer’s credit; at Festo’s option, terms of payment may be varied from those set forth herein.
3.3 Orders placed through Festo's online store will only be accepted for deliveries in Singapore. Orders that are to be delivered to a different country must be directed to the local sales company in that country.
3.4 If a written or electronic order acceptance contains typographical or other errors or inaccuracies, the order shall not be binding on Festo.
Delivery/shipment quotations are 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, which make it impossible or commercially unreasonable to perform including so called “Acts of God” or “Force Majeure” events.
5. Returned Goods
No returns for credit will be allowed without Festo's prior written permission. Only unused active items, non-obsolete in current demand will be considered by Festo for return for credit. Credit will be based upon prices of products in effect at time of return or time of invoicing. However, the company reserves the right to impose a minimum value on returned goods which is subject to handling, re-inspection and any additional expense incurred in restoring goods to saleable condition, as determined by our inspection and including all shipping charges incurred in the return.
6. Goods on Approval
Where goods are delivered as samples, for advertising or for any other purpose whatsoever in which the goods remain the property of Festo, no markings or endorsement made on the goods by Festo shall be erased, eradicated, obscured or altered in any manner whatsoever.
7. Order Cancellations
Cancelled orders are subject to a cancellation charge of 50% of the invoice value; however, cancellation for orders for (i) special products namely, products customised according to customer specifications and (ii) software are not permitted, and in such instances, the full invoice value will be charged.
8. Designs and Published Data
All designs and specifications 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 data is sufficiently accurate for general use, but seller assumes no responsibility for errors or omissions. Certified prints are available on request, at a reasonable charge
9. Warranty and Limitation of Liability
9.1 Festo warrants its products to be free from defects in materials and workmanship, for a period of one year on a shift basis from date of delivery/shipment to the original purchaser. Festo makes no warranty for (i) any specific application or use of its products; or (ii) for software. Its liability under this warranty being limited to an allowance of credit for, or replacement of, any defective product or parts; Festo shall not be liable for any consequential injuries or for claims for labour, loss of profit, repairs, transportation or other expenses incidental to replacement of the material. And in the event of any defect in materials, workmanship or otherwise in any delivery/shipment, it should not be a ground for cancellation of the remainder of the order and contract.
9.2 The warranty shall not apply to and shall be void against any products which have been subject to misuse, misapplication, modifications or tampering or any products which have been damaged by the negligence or willful default of the user.
9.3 This warranty is expressly in lieu of all other warranties expressed or implied by statute, common law or otherwise, and of all other obligations or liabilities on its part and no agent representative or employee of Festo has any authority to extend the scope of this warranty or make any other representation, promise or guarantee in connection with the manufacture, sales or application of its products.
9.4 Notice of products received in a damaged condition shall be given to Festo within ten (10) days after delivery/shipping thereof, but the same shall not be returned to Festo until after notification to the carrier and inspection and examination thereof by a representative of the carrier and an inspection and examination by a representative of Festo.
9.5 Any claim against Festo by a purchaser of its products arising out of the condition or quality of said products shall be made in writing to Festo within ten (10) days of the delivery/shipment of said goods and merchandise and a failure to present such claim within the said ten (10) days shall constitute a waiver of such claim.
9.6 For products manufactured according to the buyer’s specifications, the buyer will be further responsible that the said specifications and/or products do not infringe any intellectual property rights of any other party. Festo shall be fully indemnified (including but not limited to all its costs and expenses, including costs of its solicitors on an indemnity basis) by the buyer against any such infringement.
9.7 Festo shall also be entitled to determine and alter this agreement of sale in the event that the buyer becomes insolvent or bankrupt or commences proceedings for insolvency or bankruptcy.
9.8 Festo’s only office for the transaction of business is in Singapore and only duly authorised officials of Festo in Singapore shall have the power to alter or amend the terms of any agreement binding upon Festo. No such amendment or alteration shall be binding upon Festo unless in writing and signed by such person.
10. Use of software
10.1 Unless agreed otherwise, the customer shall, in return for a fee, obtain for any type of software, a non-exclusive, non-transferable and time-unlimited right to use in respect of a specified hardware product.
10.2 All copyright, trademarks and other intellectual property rights subsisting in any software licensed and/or purchased from Festo and all documentation and manuals relating to software licensed and/or purchased from Festo shall remain the property of Festo.
10.3 The customer shall not (i) copy, reproduce, translate, adapt, vary or modify the software or to communicate the same to any third party without Festo's written consent.
10.4 In addition, the customer shall not remove, add to, change or otherwise tamper with any copyright notice, legend or logo appearing in or to the software or the medium in which it resides.
11. Use of Apps
Apps made available to customers through the Festo App World are licensed, not sold, to customers, subject to the terms of the EULA. In the event Apps are made available to a customer via Festo App World or through any other channel, the Apps are deemed to be delivered and accepted by the customer on the earlier of (a) the date the App is made available for download to the customer; or (b) the date the customer installs such App. The customer agrees to be bound by the terms of the EULA from such date. The full terms of the EULA can be found at here.
The customer warrants that it has read, and has implemented internal processes to ensure compliance by its employees, representatives and/or agents with, the Festo code of conduct for business partners (https://www.festo.com/net/SupportPortal/Files/295034/Code_of_Conduct_for_Business_Partners_EN.pdf). In addition, the customer represents warrants and undertake that (i) its operations will at all times be conducted in compliance with applicable laws; (ii) none of its employees, representatives or agents committee or attempted commit of abet any corrupt acts which is an offense under any laws applicable to corrupt acts whether in Singapore or elsewhere; and (iii) its operations have been conducted at all times in compliance with all money laundering-related laws in Singapore and any other jurisdiction where it conducts business or owns asset.
13. Governing Laws
These terms and conditions are governed by Singapore law.