1. General Matter
1.1 Terms and Conditions of the Distribution of Goods of Festo Co., Ltd. This ("Terms & Conditions") shall apply with the distribution of goods, products and services ("Goods") provided to any person, any business or any company ("Customer") having sent a purchase order(s) to Festo for purchasing of goods and it shall be deemed that these terms and conditions shall be a part of Sale & Purchase of Goods Agreement, excepting the Parties have agreed in written or the Parties have made a purchase agreement in written including all quotations and proposals issued by Festo.
1.2 Festo shall receive all purchase orders sent to Festo, subjected to terms and conditions only, whereas these terms and conditions shall be changed as Festo and the Customer having been able to agree, however, by having been made in written only.
1.3 All terms and conditions made by the Customer, irrespective of whether before or after an issuance of this copy of terms and conditions shall not be able to apply with making of any sale and purchase agreement between Festo and the Customer and there is not a legal binding with Festo irrespective of any case.
1.4 Festo shall be able to terms and conditions of this agreement at any time and terms and conditions of the distribution of goods as aforesaid changed, having to apply after Festo having already notified the Customer.
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 Thailand. 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 Thai/English. 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. Use of software
Unless otherwise agreed for a specific product, the customer shall, in return for a fee, obtain for any type of Festo software including associated documentation a non-exclusive, non-transferable and time-unlimited right of use to a certain hardware product respectively one which may be determined in individual cases. This software may be used on a particular or individually determined hardware product. Festo shall remain the owner of the copyright and all other industrial patent rights. The right to make copies is only provided for the purpose of data backup. Copyright marks must not be removed. Festo shall supply installation and commissioning instructions containing relevant safety instructions for its software in printed form. All other documentation shall be supplied only in digital form with online help. When new software releases are supplied, the corresponding online documentation shall also be sent. The transfer of software to third parties requires our consent in any case. If the software is provided for the purpose of resale, the third party must agree to these conditions. Modifications are not permissible. In the event of a violation of these conditions, for each violation the purchaser shall pay a contractual penalty amounting to ten times the order value. This contractual penalty shall be set off against any claims for compensation. The software and associated documentation must be returned immediately on request. The conditions described above do not apply to exclusive customer-specific software developed on the basis of specifications provided by the customer. This software is developed and customized by Festo as part of a contractually produced control system making use of modular software modules (standard software modules) put together by Festo that are suitable for a wide range of applications and adapted to the contractual performance requirements. The above conditions shall also not apply to customized training software. Upon full payment of the purchase price of the customized application program, Festo shall transfer the exclusive, spatially unlimited and perpetual rights of utilization to the customer, without the customer having any lawful entitlement to the individual basic standard software modules forming the basis of the customized version. Festo remains entitled, irrespective of these conditions, to use the basis of this development to create and offer similar software solutions customized for applications required by other customers. Festo shall retain basic utilization rights to the customized solution for internal purposes.
4. Price
4.1 Festo has specified the price of goods in a quotation, an invoice and a tax invoice that Festo has made, whereby having been value added tax (VAT)-inclusive price(s), not including service fees and expenses in delivering goods, customs taxes, other fees and taxes related to delivering of goods (if any) and receiving of goods, Festo shall preserve rights to be able to change the price of goods every time, whereby having not the notification to the Customer at all.
4.2 The Customer shall have an acceptance of the quotation that Festo issued to the Customer within the specified period, if there is not a specification of the period of time, it shall be deem to be expired within 30 days since the date that the Customer has received a quotation from Festo, whereby Festo shall be able to cancel or withdraw the quotation whenever before Festo shall receive a purchase order of the Customer as such quotation.
4.3 For those orders value less than 2,000 baht, there will be a processing fee (minimum order surcharge) of 250 Baht charged to the orders. The processing fee of 250 baht will be shown in the quotation, however the mentioned surcharge is subject to 7% VAT. If the customer confirms to place the order (value less than 2,000 Baht), the 250 baht surcharge plus 7% VAT will be calculated and added into the invoice.
5. Conditions of Payment
5.1 Given the Customer to pay all whole payment having to be settled within the period of payment as specified in, a invoice and a tax invoice since the date that the Customer has received such document, if the Customer has not settled payment according to this article, given that all payment that the Customer being unsettled to Festo having already been due, it has to be paid immediately, the Customer shall not have rights to retain a payment of any account due to the doubtfulness, the dispute or the settlement of debts of any account.
5.2 When Festo having already received a purchase order or the acknowledgement of such purchase order, the Customer shall not be able to cancel a purchase order.
5.3 In case of delivering goods by installment(s), Festo shall have rights to send a invoice, a tax invoice or a sale invoice, in delivering such goods in each installment and the Customer has to pay goods price when having been due of a payment of goods price to Festo as specified in each copy of invoice.
5.4 If the Customer is in a breach of these terms and conditions, Festo shall have rights to calculate interest arising out of a late payment in the rate of 7.5 percent per year of the outstanding amount (including expenses and the amount of payment delaying paid apart from the price). Since the due date of a payment until it shall be paid completely, and the Customer has agreed that such interest fee not being a fine but being a method of determining actual damages that Festo has caused, whereby allowing to deduct payment paid from the Customer from any interest fee before and all aforesaid charges shall be paid when claiming for a payment.
6. Delivery
6.1 Festo shall send and deliver goods to the Customer as the place specified in a pro forma invoice, a tax invoice or a sale invoice at the place of delivering goods in the Kingdom of Thailand only, excepting having made in written as agreed otherwise.
6.2 The delivery time stated in any quotation are not binding on the Company. They are commercial estimates only which the Company will make reasonable efforts to achieve.
6.3 In case of a special request from customers for any specific delivery which is not a standard delivery arranged by Festo (such as UPS, postal, etc), customers agree to pay for any expenses occurred by themselves. Festo shall notify the aforesaid expenses in a quotation. Festo shall send goods to the Customer, when having received a confirmation for the payments of goods’ price, processing fee and delivery of goods’ fees (if any). After that Festo shall proceed to deliver goods as a purchase order within the period informed before making a payment, counting from the date of a completed payment, excepting in case of Force Majeure, the natural disaster, the insurrection, the protestation, the strike, the labour dispute, the political problem, the revolution, the Coup of State or any circumstance apart from the control of company. In the aforesaid case. Festo shall proceed to deliver goods after the aforesaid circumstance terminated.
6.4 In order that for expenses of the goods delivery, Festo shall inform the Customer, by specifying in a quotation sent to the Customer, Whereby Festo shall be entitled to be able to change expenses in delivering goods as methods and the suitability in delivering goods, whereby having informed to the Customer at any time before delivering goods.
6.5 Festo shall terminate duties in delivering goods, when goods arrived to the place of goods delivery as the Customer has specified to Festo or as an address(es) appeared on the Invoice, a tax invoice or an invoice and the Customer or the Customer’s agent(s) having signed to receive goods in written on the delivery order.
6.6 An ownership rights in goods that Festo already delivered to the Customer shall remain to be an ownership rights of the Festo until the Customer shall pay goods’ prices to Festo completely.
6.7 Festo shall be entitled to consider to divide goods having to deliver by installment(s) to the Customer and delivered to the Customer during the period of time as Festo has specified and it shall not deem that any defect in the delivery of any installment(s) causing for the cancellation of delivery of the remaining installment(s) and the Customer has the commitments having to receive the delivery in the next time(s).
7. Inspection
7.1 Given the Customer having to inspect goods immediately there shall be a delivery and Festo shall not be liable to the incorrect delivery, missing goods, defects or any damage excepting Festo having been informed details in written related to the date of goods delivery within the period of 7 days, after the delivery, Festo and the Customer have agreed that as a result of that the Customer having not notified, it shall be deem to be an acceptance of goods satisfactorily and the Customer shall not claim rights from Festo, excepting having specified in the Article 9.
8. Returned Goods
8.1 Festo has preserved rights not to accept returns or change goods in every case excepting as conditions in the Article 8.2
8.2 In case of having been the delivery of goods not being in accordance with Goods purchased, Festo shall accept returns of the aforesaid goods, when the Customer has returned the aforesaid goods to Festo within 7 days, since the date that the Customer having received goods and goods has to be in the original condition, still not having an opening of packages of goods and being able to re-distribute immediately. Festo shall not be responsible for custom taxes, charges and other taxes related to returns of goods, the delivery of goods and accepting new piece of goods.
9. Guarantee
9.1 New goods produced by Festo shall have the guarantee period of 1 year since the acceptance date of goods under conditions of the usability as normal of goods only.
9.2 Conditions not covering the guarantee of goods, such as, using of goods together with other goods, using of goods in other wrong ways, the usability not being in accordance with methods, suggestions or the usability’s manual, accidents or normal wear and tear of goods as the period of time, including in the part(s) related to any defect of goods arising out of an action, an omission to act, negligence, including as a result of that the Customer has not complied with any suggestions of Festo in the part(s) related to the collection and the management or the use or the delivery of goods, using of goods together with other goods.
9.3 Guarantee’s Conditions
9.3.1 Guarantee of Repairing Works
Festo shall guarantee repairing works within the period of ninety days (90), whereby counting from the date of issuance of a Invoice of the aforesaid repairing works.
9.3.2 The Guarantee of New Goods
In the case that goods are defective, the Customer shall have to inform the defects of goods together with evidence of an acceptance of goods for the benefit in considering conditions of the Guarantee to the Company to be informed, Festo is entitled to choose to do one or the other in order for goods being usable as normal; namely,
9.3.2.1 Repairing by using new parts replacing original defective parts or
9.3.2.2 Changing of new goods
In order that the Guarantee Period of goods shall remain as the remaining Guarantee Period only, when goods or parts changed, the aforesaid goods shall become the Customer’s property, for changed goods or parts given to become the property of Festo.
10. Compliance
The Customer warrants that he or she has been informed of the Festo Code of Conduct for Business Partners, which can be downloaded from https://www.festo.com/cms/en-th_th/78033.htm (Specific document), and has instructed his or her managers and employees to comply with it. To secure this good conduct the Customer shall undertake any necessary step to avoid any illegal actions, especially to avoid illegal actions which would adversely affect Festo. Therefore within his or her company and/or group the Customer shall take any necessary actions needed to monitor compliance with the Festo Code of Conduct for Business Partners by his or her managers and employees, especially such actions which are essential to avoid corruption or any other criminal acts.
11. Applicable Law
The Customer has agreed to interpret terms and conditions of these sales according to the Laws of the Kingdom of Thailand, the Customer has consented to have legal action procedures and the hearing by any Court appropriated to be permitted to attend in the Kingdom of Thailand, by having applied Laws of the Kingdom of Thailand.