Festo Didactic SE
(hereinafter: "GTC") – Version 12/2023
1.1 These GTC apply to the sale of hardware by Festo Didactic SE (hereinafter referred to as "Festo") to the customer. These GTC do not apply to contracts between Festo and consumers. A consumer within the meaning of Section 13 of the German Civil Code (BGB) is any natural person who enters into a legal transaction for purposes which are predominantly outside his trade, business or profession.
1.2 The General Terms and Conditions of Software apply to the purchase and rental of software. The General Terms and Conditions for Festo LX apply to the purchase of licenses for Festo LX. The General Terms and Conditions of Booking and Participation apply to the booking of seminars.
1.3 These GTC apply mutatis mutandis to work services and services. Delivery of the delivered products shall be replaced by acceptance in the case of work services and receipt of the service in the case of services.
1.4 These GTC apply exclusively to the sale of hardware, even in the event that they are not mentioned in subsequent contracts. Conflicting or deviating general terms and conditions of business, purchase or other terms and conditions of the customer shall not become part of the contract unless the parties have expressly included the specific terms and conditions as part of the contract. Deviating terms and conditions of the customer, e.g. those contained in a counter-confirmation, shall not apply even if Festo does not object to them separately.
1.5 Individual contractual provisions between Festo and the customer shall always take precedence over these GTC if and insofar as they deviate from the GTC.
1.6 Rights to which Festo is entitled in accordance with the statutory provisions or other agreements beyond the scope of these GTC shall remain unaffected.
2.1 Offers from Festo are non-binding unless Festo provides written notification to the contrary.
2.2 Illustrations, drawings, weight, dimension, performance and consumption data as well as other descriptions of the products from the documents belonging to the offer are only approximate unless they are expressly designated as binding. They do not constitute an agreement or guarantee of a corresponding quality or durability of the products, unless they have been expressly agreed as such in writing. The customer's expectations regarding the products or their use do not constitute an agreement or guarantee either.
2.3 An order shall only become binding once it has been confirmed by Festo by means of a written order confirmation or Festo executes the order, in particular Festo fulfills the order by sending the products or providing the service. An order confirmation created with the aid of automatic equipment, in which the signature and name are missing, shall be deemed to be in writing. If the order confirmation contains obvious errors, spelling mistakes or miscalculations, it shall not be binding on Festo.
2.4 Festo's silence with regard to offers, purchase orders, requests or other declarations by the customer shall only be deemed consent if previously agreed in writing.
2.5 The customer has the option of requesting products online. This inquiry is non-binding and is only to be understood as a request by the customer to Festo to prepare an offer for the selected products. Contracts cannot be concluded online.
3.1 The scope of delivery shall be determined by the order confirmation or (in the cases of section 2.2, sentence 1, second alternative) the offer from Festo. Changes to the scope of delivery by the customer require written confirmation from Festo to be effective. Festo reserves the right to make changes to the design and shape of the products insofar as these are deviations that are customary in the industry or insofar as the deviations are within the DIN tolerances or insofar as the changes are not significant and are reasonable for the customer. The same applies to the choice of material, the specification and the design.
3.2 Delivery in parts shall be permissible unless delivery in parts is unreasonable for the customer taking into account Festo's interests.
3.3 If Festo is legally obligated to take back goods according to the German Electrical and Electronic Equipment Act (ElektroG) and the customer returns the goods under that Act, the customer shall bear the costs of disposal. Disposal of electrical equipment by the customer may not be made via the municipal waste garbage can. In any case, the customer is obliged to remove personal data on electrical equipment before disposal.
3.4 If Festo is obligated to take back packaging in accordance with the German Packaging Act (VerpackG) and the customer return packaging under that Act, the customer shall bear the transportation.
3.5 Returns in accordance with Sections 3.3 and 3.4 must be sent to the following address: Festo Didactic SE, Rechbergstraße 3, 73770 Denkendorf, Germany.
4.1 The agreement of delivery times (delivery periods and dates) shall be made in writing. Delivery periods and dates are not binding unless they have previously been designated as binding in writing by Festo.
4.2 The delivery period begins with the conclusion of the contract, but not before the complete provision of the documents, approvals and releases to be procured by the customer, the clarification of all technical questions and the receipt of an agreed down payment. Delivery dates shall be postponed appropriately if the customer fails to provide the documents or permits to be procured by him or her in good time, fails to issue releases in good time, fails to clarify all technical questions in good time or fails to make the agreed down payment in full to Festo. The observance of the delivery time presupposes the timely and proper fulfilment of the other obligations of the customer.
4.3 The delivery time shall be deemed to have been observed if the products have left the factory or Festo has informed the customer that they are ready for collection or dispatch by the end of the delivery time. Compliance with the delivery time shall be subject to the proviso that Festo itself is properly supplied, in particular on time, unless Festo is responsible for the delivery to itself not being undertaken correctly. Festo shall be entitled to withdraw from the contract in the event of the delivery to itself not being undertaken correctly. Festo shall inform the customer immediately if Festo exercises its right of withdrawal and shall return any advance services provided by the customer.
4.4 Any contractual penalties of the customer due to delayed deliveries are expressly objected to.
5.1 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 (collectively called “Festo Performance”) by Festo to the Partner 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 Partner 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 affected sale agreement shall be considered not concluded with respect to the parts affected.
5.2 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.
5.3 In the event of termination pursuant to section 5.2, the Partner is excluded from raising a claim for any damage or other rights on account of the termination.
5.4 When passing on any of the Festo Performance to third parties in Germany and abroad, the Partner must comply with the respectively applicable provisions of national and international (re-) export control law. In particular the Partner shall not sell, export or re-export, directly or indirectly, to (i) 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 and /or (ii) the Republic of Belarus or for use in the Republic of Belarus any of the Festo Performance that fall under the scope of the Council Regulation (EU) No 765/2006. Any violation of this section 5.4 by the Partner shall constitute a material breach of an essential element of this any affected sale agreement and this Agreement and Festo shall be entitled to seek appropriate remedies. In addition, section 5.2 and 5.3 shall apply respectively. The Partner shall immediately inform Festo about any problems in applying this section 5.4 including any relevant activities by third parties that could frustrate the purpose of section 5.4. The Partner shall make available to Festo information concerning compliance with the obligations under section 5.4 immediately upon request by Festo.
6.1 The prices are CPT (Incoterms 2020). They do not include the applicable statutory VAT. For orders with a net value of less than EUR 30,00, Festo charges a minimum quantity surcharge up to this net value. This does not apply to online deliveries (e.g. downloads) and online services (e.g. online access rights). The costs of shipment and packaging shall always be borne by Festo for shipments within Germany.
6.2 The invoice amount is due net within 30 days of the invoice date. Installation costs, repair costs, costs for training and consulting and costs for product information are payable immediately net.
6.3 If the customer defaults on a payment, the customer shall be obliged to pay the statutory default interest. In the case of entrepreneurs, this shall be nine (9) percentage points above the statutory base interest rate.
7.1 The transfer of risk shall take place in individual cases in accordance with the agreed INCOTERMS. If not otherwise agreed, the risk of accidental loss and accidental deterioration shall pass to the customer as soon as the products are handed over to the person carrying out the transport or leave Festo's warehouse for the purpose of shipment. In the event of collection by the customer, the risk shall pass to the customer upon notification of readiness for collection. Sentences 2 and 3 shall also apply if the delivery is made in parts or if Festo has assumed further services, such as the transportation costs or installation of the products at the customer's premises.
7.2 If dispatch is delayed due to circumstances for which the customer is responsible, or if the customer is in default of acceptance, the risk shall pass to the customer upon notification of readiness for dispatch.
8.1 The customer's rights in respect of defects presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB). The customer must also observe any Festo specifications with regard to the products. Any claims for defects arising as a result of a breach of this obligation are excluded.
8.2 In the event of defects in the products, Festo shall be entitled, at its own discretion, to provide subsequent performance by rectifying the defect or supplying a defect-free product. Replaced parts shall become the property of Festo and must be returned to Festo.
8.3 The customer's right to withdraw from the contract in the event of product defects is excluded if Festo is not responsible for the defect.
8.4 No claims for defects shall arise for defects due to natural wear and tear, in particular in the case of wearing parts, improper handling, assembly, use or storage or improperly carried out modifications or repairs to the products by the customer or third parties. The same applies to defects which are attributable to the customer or which are due to a technical cause other than the original defect.
8.5 Festo does not assume any guarantees, in particular no quality or durability guarantees, unless otherwise agreed in writing in individual cases.
8.6 The limitation period for the customer's claims for defects is one year, unless a purchase of consumer goods takes place at the end of the supply chain. The limitation period of one year also applies to claims in tort based on a defect in the products. The limitation period begins with the delivery of the products. The limitation period of one year does not apply to Festo's unlimited liability for damages arising from the breach of a guarantee or from injury to life, limb or health, for intent and gross negligence and for product defects or insofar as Festo has assumed a procurement risk. A statement by Festo regarding a claim for defects asserted by the customer shall not be deemed to constitute entry into negotiations regarding the claim or the circumstances giving rise to the claim if the claim for defects is rejected in full by Festo.
8.7 Section 445a para (1) and (2) and 445b para. (1) and (2) BGB (German Civil Code) shall not apply unless the last customer in the supply chain is a consumer (“Verbrauchsgüterkauf” in terms of Section 474 para (1) BGB).
9.1 Festo is liable in accordance with the statutory provisions
9.2 In the event of a slightly negligent breach of an obligation which is essential for achieving the purpose of the contract and on the fulfillment of which the customer may regularly rely (cardinal obligation), Festo's liability shall be limited to the amount of damage which is foreseeable and typical for the contract according to the type of transaction in question at the time of conclusion of the contract.
9.3 Festo shall have no further liability.
9.4 The above provisions shall also apply in favor of Festo's vicarious agents.
10.1 Festo shall not be liable for any partial or total non-performance of its obligations if such non-performance is due in whole or in part to circumstances which could not have been foreseen at the time of the conclusion of the purchase contract and which cannot be remedied by Festo by reasonable means ("Force Majeure"). In any case, the following events shall be considered as Force Majeure: strikes, riots and civil commotions, war (declared or undeclared), piracy, terrorist threats, acts of sabotage, fires, floods, earthquakes and natural disasters, epidemics and pandemics, acts of government or if the above circumstances affect subcontractors of the Festo.
10.2 In the event of a Force Majeure Event, the obligations of Festo under the relevant purchase contract shall be suspended for as long as the effect of the Force Majeure event lasts plus a reasonable restart period thereafter. If the Force Majeure event last for a period longer than 90 days, Festo is entitled to withdraw from the contract.
11.1 The delivered products shall remain the property of Festo until full payment of the delivery price and all claims to which Festo is entitled from the business relationship with the customer.
11.2 The customer shall be obliged to treat the products that are subject to retention of title (hereinafter also: "Retained Goods") with due care for the duration of the retention of title. In particular, he is obliged to sufficiently insure the Retained Goods at his own expense against damage by fire, water and theft. The customer hereby assigns to Festo all compensation claims arising from this insurance. Festo hereby accepts the assignment. If an assignment should not be allowed, the customer shall instruct his insurer to make any payments only to Festo. Further claims of Festo remain unaffected.
11.3 The customer is revocably entitled to sell the Retained Goods in the ordinary course of business, irrespective of whether the Retained Goods are resold without or after Transformation. The customer is not entitled to pledge (verpfänden) the Retained Goods, to assign them by way of security (zur Sicherheit übereignen) or to make other dispositions that endanger Festo's ownership.
11.4 The customer hereby assigns to Festo the claims arising from the resale of the reserved goods in the amount of the invoice including VAT, together with all ancillary rights. Festo hereby accepts this assignment. If the goods subject to retention of title are sold together with other goods not supplied by Festo, the claim from the resale shall be assigned in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other goods sold. If an assignment is not permissible, the customer shall instruct the third-party debtor to make any payments only to Festo.
11.5 The customer is revocably authorised to collect the claims assigned to Festo on a fiduciary basis (treuhänderisch) for Festo in his own name. Festo can revoke the customer's authorisation to collect and the customer's authorisation to transform and to resell the Retained Goods for good reason, e.g. if the customer does not properly fulfil his payment obligations towards Festo and is in default of payment. In the event of a blanket assignment (Globalzession) by the customer, the claims assigned to Festo shall be expressly excluded.
11.6 At the customer's request, Festo shall be obliged to release the securities to which it is entitled insofar as the realisable value of the securities exceeds Festo's claims arising from the business relationship with the customer by more than 10%, taking into account customary valuation discounts. The valuation is based on the invoice value of the Retained Goods and the nominal value of receivables. Festo shall be responsible for selecting the individual items to be released.
12.1 "Confidential information" is all information and documents of the parties that are marked as confidential or are to be regarded as confidential due to the circumstances, in particular information about operational processes, business relationships and know-how, as well as all work results.
12.2 The parties are obliged to treat the Confidential Information of the other party as confidential and not to disclose it to third parties, unless this is expressly permitted or necessary for the fulfillment of the obligations and exercise of the rights arising from this contract. Each party may share the Confidential Information of the other party with its employees, agents or contractors, provided that they have a legitimate interest in knowing the Confidential Information and are themselves bound to confidentiality to a reasonable extent.
12.3 These confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no fault of the receiving party; (ii) was known to the receiving party prior to receipt of the Confidential Information; (iii) was rightfully received by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is developed by the receiving party without using the disclosing party's Confidential Information. A party may also disclose the other party's Confidential Information to the extent required by law or court order, provided that it notifies the other party in advance (to the extent permitted by law).
The customer must comply with Festo's "Code of Conduct for Business Partners".
14.1 The transfer of rights and obligations of the customer to third parties is only possible with the prior written consent of Festo.
14.2 The customer shall only be entitled to offset counterclaims if they are legally established or undisputed.
14.3 The customer can only assert a right of retention if his or her counterclaim is based on the same contractual relationship.
14.4 The legal relationship between the Customer and Festo shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention for the sale of movable goods (CISG).
14.5 The exclusive place of jurisdiction for all disputes arising from the business relationship between Festo and the Customer shall be the registered office of Festo. Festo shall also be entitled to institute legal proceedings at the Customer's place of business and at any other permissible place of jurisdiction. Arbitration clauses are contradicted.
14.6 Unless otherwise agreed, the place of performance for all services provided by the Customer and Festo shall be the registered office of Festo.
Please mind the star on products in our catalog.
Large quantities shippable (also for volume business)