Terms and Conditions of Sale

Festo Private Limited Standard Terms and Conditions of Sales

1. Meaning

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 supersede 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 price changes shall not affect orders accepted by Festo and that are scheduled for delivery/shipment within 30 days from the date such order is accepted; in relation to orders accepted by Festo that are scheduled for delivery/shipment after 30 days from the date the order is accepted and entered, the price applicable to such orders shall be the published price in effect at the time of such scheduled delivery/shipment, but the customer, by written notice to Festo within 5 business days' written notice of a price increase, 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. Orders

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 the customer's creditworthiness; 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.

4. Deliveries

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. Click to view the current Goods Return Policy

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

8.1 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.

8.2 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. Festo's 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 wilful 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 by a representative of Festo 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

11.1 Apps made available to customers through the Festo App World are licensed, not sold, to customers, subject to the terms of the EULA

11.2 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.

11.3 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 (https://www.festo.com/eula)

12. Compliance

12.1 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 at the below link: (https://www.festo.com/media/cms/media/editorial/downloads/EN_Code_of_Conduct_Business_Partners.pdf).

12.2 In addition, the customer represents warrants and undertake that (i) its operations will at all times be conducted in compliance with applicable laws; (i) 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. Confidentiality

13.1 Any pricing information provided by Festo is confidential and proprietary information. The customer agrees not to disclose or share Festo's pricing information with any third party. The customer will use such pricing information solely for the purpose of conducting business with Festo and may not use it for any other purpose. This non-disclosure clause shall continue in perpetuity, unless otherwise agreed upon in writing by Festo. Any breach of the non-disclosure term will result in legal action or termination of the business relationship.

14. Hazardous Materials

14.1 Any Festo products which, after delivery to the customer, come into contact with materials or substances which may be classified as hazardous to health or regulated as a hazardous material must be properly decontaminated by the customer as may be necessary to comply with all applicable environmental laws prior to its return to Festo.

14.2 Such Festo products may only be returned to Festo after prior consultation with Festo and only after the customer's submission of a completed contamination declaration form.

15 Compliance with Laws and Regulations

15.1 It shall be a condition to Festo's delivery of any 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 Festo's performance of work and services including technical support of all kinds by Festo to a customer (collectively called “Festo Performance”) that such Festo Performance is not prohibited under any applicable laws, including any national or international export or re-export control regulations (in particular embargos or other sanctions). The customer undertakes to provide Festo with all information and documentation that Festo may require to export and/or ship products. In the event any delay in shipment is due to delays with export examinations or other approval procedures, the time for shipping will be extended accordingly. If the necessary approvals are not granted or if the delivery and service is not capable of being approved, Festo shall be excused from any failure on its part to deliver the products.

15.2 In the event a contract with a customer causes Festo to be in breach of any applicable laws or in the event the termination of a contract for any Festo Performance is necessary in order for Festo to comply with applicable laws, such contract shall ipso facto cease and determine and the customer shall not have any claim against Festo for costs, damages, compensation or otherwise.

15.3 In particular, the customer is prohibited from selling, exporting or re-exporting, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods, products, deliverables or documents produced by Festo in connection with the Festo Performance that falls under the scope of the Council Regulation (EU) No 833/2014. In such an event, without prejudice to any other remedies available to Festo, Festo's contract with the customer shall ipso facto cease and determine and the customer shall not have any claim against Festo for costs, damages, compensation or otherwise. In the event the customer is unable to comply with this section 15.3, the customer shall immediately notify Festo in writing and make available to Festo information concerning its compliance with the obligations under this section 15.3, including information on any relevant activities by third parties.

16. Governing Laws

These terms and conditions are governed by Singapore law. Any dispute arising out of or in connection with these terms and conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the courts of Singapore. The foregoing shall, however, not prevent Festo from seeking temporary injunctive relief from any competent court.