DMG MORI USA, INC.
GENERAL TERMS & CONDITIONS
These terms and conditions of sale (“Terms”) are the only terms which govern the sale of goods and/or services (“Goods”)
by DMG MORI USA, INC., or its affiliates (collectively “DMG MORI”) to Buyer and DMG MORI will only sell the Goods
subject to these Terms. All quotations, proposals, all Buyer’s purchase orders, all service, and all confirmations or
acknowledgments of Buyer’s purchase orders by DMG MORI are subject to these Terms. These Terms prevail over anyof Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase orderor such terms. Buyer’s written acknowledgment or payment of a deposit for the Goods shall be construed as Buyer’s
acceptance of these Terms. No additional or other terms with be binding on the DMG MORI unless accepted in a writing
signed by a duly authorized representative of DMG MORI. Notwithstanding anything herein to the contrary, if a written
contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditionsof said contract shall prevail to the extent they are inconsistent with these Terms. The “Buyer” herein refers to the customerof DMG MORI as listed on the purchase or sales order regardless of form (“Order”).
PRICES. Unless otherwise noted, all prices quoted are subject to change without notice. Prices do not include sales, use,
excise, VAT, GST, property or similar taxes arising out of or relating to the sale or use of the Goods. Buyer shall indemnify,
defend and hold DMG MORI harmless from and against the imposition and payment of such taxes, whether or not they
are stated in any invoice for the Goods. DMG MORI, at its option, may at any time separately bill Buyer and Buyer shallpay for any taxes not included in DMG MORI’s invoice.
PAYMENT TERMS. Unless otherwise mutually agreed to by the parties in writing, Buyer shall pay to DMG MORI suchamounts according to the following payment schedule: 30% of total Order price amount due and payable within ten (10)days of placement of the Order, 60% due and payable within ten (10) days of Shipment and 10% due and payable on theearlier of (i) installation date and (ii) 30 days after Shipment. Shipment shall mean when DMG MORI delivers the Goods
to a carrier for shipment to Buyer. DMG MORI reserves the right to hold installation service until DMG MORI receives
payment for at least 90% of the total Order Price. If acceptance of the Goods by Buyer (which shall not be unreasonably
withheld) after Shipment by DMG MORI is delayed more than thirty (30) days from the date of delivery of the Goods
because of conditions other than the Goods or services provided by DMG MORI, including but not limited to delay in theprovision of goods or services by Buyer or other suppliers, Buyer will pay to DMG MORI as interest 0.4% of the amountdue and payable per week until acceptance by Buyer. Receipt and subsequent bank deposit of a down payment shallnot be construed as acceptance of the purchase order until said order is accepted in writing by DMG MORI. In the eventof legal action to enforce these Terms, Buyer shall reimburse DMG MORI for its reasonable costs and attorney’s fees.
DMG MORI reserves the right to cancel and to refuse to complete Buyer's purchases if, in DMG MORI's opinion, Buyer
has not established credit to promptly meet the payment terms of the order. Acceptance and payment by Buyer withrespect to the Goods shipped by DMG MORI shall not be delayed because of any delay in shipment by DMG MORI ofaccessory or ancillary equipment not essential to the operation of the Goods already shipped; in such event, the payment
terms set forth in this paragraph shall be applicable to the Goods shipped as of the date of Shipment and to subsequent
Shipments of Goods as they occur.
DMQP, PARTS, AND SERVICE PAYMENT TERMS, CANCELLATIONS AND RETURNS. Excluding items or service
included in machine Orders, Buyer shall pay all other DMG MORI invoices (30) days from invoice date. Late payment
shall bear interest in the amount of 0.4% of the amount due per week. DMG MORI reserves the right to cancel and torefuse to complete Buyer's purchases if, in DMG MORI's opinion, Buyer has not established credit or promptly meet thepayment terms. Requests for cancellations must be made within 24 hours of the order. Requests for returns must be madewithin 30 days of Shipment. All returned parts must be authorized in advance, must be in original condition and the return
packaging must contain the return authorization number and pass DMG MORI inspection.
DELIVERY. DMG MORI will exert its best efforts to cause the Goods to be shipped in accordance with its quotations andthese Terms. However, all dates stated by DMG MORI are approximate dates only, and are estimated in good faith tothe best of DMG MORI’s ability, commensurate with foreseeable scheduling and subject to availability of product andtransit. DMG MORI shall not be liable for any loss or damage whatsoever, including loss of income and/or profits,
incidental, special or consequential damages resulting from DMG MORI’s delayed shipment of the Goods for any reason
whatsoever. Any claims for shortages or claims that the Goods shipped is other than that which was ordered or claims
for damages prior to delivery to Buyer or Buyer's agent must be made in writing to DMG MORI within fifteen (15) days
after the arrival of the Goods at Buyer's plant or place of business.
SHIPPING TERMS. Unless otherwise mutually agreed by the parties, delivery shall be made CIP Customer Location,
Incoterms 2010. Customer Location is the address indicated as such in the Order.
FOUNDATION SPECIFICATION. Buyer is responsible for preparing its facility for machine installation based on themachine’s foundation specifications.
ACCEPTANCE CRITERIA. Unless otherwise agreed by the parties in a signed writing by authorized representatives ofeach party, the applicable DMG MORI Installation Protocol shall form the sole basis of acceptance requirements for any
machine purchased by Buyer. Notwithstanding anything to the contrary herein, a machine shall be deemed accepted on
the earlier of sixty (60) days after Shipment or such date that the machine is first used by Buyer for commercial production.
Upon completion of agreed acceptance criteria, installation or deemed acceptance, whichever is applicable, Buyer agrees
to complete all necessary paperwork to acknowledge acceptance of the machine. Buyer's failure to complete such
paperwork shall have no effect on the acceptance of the machine.
TITLE AND RISK OF LOSS. Title and risk of loss shall pass from DMG MORI to Buyer at Shipment and from thereon,
the carrier shall be deemed to be acting for and on behalf of Buyer. The terms of payment of the Goods will not be affectedby damage to or destruction of the Goods while in transit. Until such time that title to the Goods is transferred to Buyer,
DMG MORI hereby grants Buyer a security interest in the Goods proportionate to any payment made related to the Goods.
At such time that Goods are delivered to Buyer, Buyer hereby grants a purchase money security interest in the Goods to
DMG MORI, proportionate to any remaining balance owed. Each Party shall execute any such statements or otherdocumentation necessary to perfect the other Party’s security interest in such Goods.
CANCELLATIONS. Orders with Goods that have already been shipped from the factory cannot be cancelled by Buyer
and Buyer shall be liable for the full Order price. “Special Orders”, which are orders for items customized for the Buyer
cannot be cancelled. Orders other than Special Orders that have not been shipped may be canceled in writing by Buyer
to DMG MORI but shall be subject to a cancellation charge as set forth below. Buyer and DMG MORI acknowledge andagree that the DMG MORI’s harm caused by Buyers cancellation would be impossible or very difficult to accurately
estimate at the date of the Order, and that the cancellation charges set forth below are reasonable estimates of thedamages which DMG MORI will incur as a result of the cancellation. Orders that are cancelled within one week of thedate of the Order are subject to a cancellation fee equal to 10% of the total Order price. Orders cancelled more than one
week after the date of the Order and more than 90 days before the planned shipment date are subject to a cancellation
fee of 20%of the Order price. Orders cancelled from 90 to 61 days before the planned shipment date are subject to acancellation fee of 30% of the Order price. Orders cancelled from 60 to 31 days before the planned shipment date aresubject to a cancellation fee of 40% of the Order price. Orders cancelled 30 days or less before the planned shipment
date are subject to a cancellation fee of up to 50% of the Order price.
DMG MORI REMEDIES FOR NON-PAYMENT. DMG MORI reserves all rights including rights of replevin and damages
for goods remaining unpaid, in whole or in part, more than sixty (60) days after payment is due.
BUYER REMEDIES. DMG MORI may, at its sole discretion, resolve any Buyer claim relating to the Goods byrepossessing such goods and reimbursing Buyer the purchase price for the Goods less depreciation arising from Buyer’s
use of the Goods.
LIMITATION OF WARRANTY. EXCEPT AS SET FORTH IN THE DMG MORI LIMITED WARRANTY (A COPY OF
WHICH IS ATTACHED TO THE SALES ORDER OR MAY BE REVIEWED ON THE DMG MORI USA WEBSITE), DMG
MORI MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE
GOODS, INCLUDING BUT NOT LIMITED TO (a) ANY WARRANTY OF MERCHANTABILITY; OR (b) ANY WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER DIRECT OR INDIRECT, EXPRESS OR IMPLIED BY LAW,
COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. DMG MORI MAKES NO WARRANTYAS TO THE QUALITY, FINISH, ACCURACY OR TOLERANCE, COMPLIANCE WITH ELECTRICAL, HYDRAULIC,PNEUMATIC OR OTHER SAFETY CODES REQUIRED BY ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL
BODY, OR AS TO THE EFFICIENCY, PRODUCTIVITY OR PERFORMANCE OF ANY GOOD.

DMG MORI USA, INC.
General Terms and Conditions

LIMITATION OF LIABILITY. BUYER EXPRESSLY AGREES THAT IN NO EVENT SHALL DMG MORI BE LIABLE
UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE
AND STRICT LIABILITY), UNDER WARRANTY, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, ANY LOSS OF PROFITS, LOSS OF GOODWILL,LOSS OF OPPORTUNITY, LOSS OF BUSINESS, LOSS OF REPUTATION AS A RESULT OF ANY CLAIM
BROUGHT BY BUYER OR A THIRD PARTY ARISING OUT OF OR RELATING TO: (i) ANY BREACH BY DMG
MORI OF THESE TERMS; (ii) ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION(INCLUDING NEGLIGENCE) OF DMG MORI; AND (iii) ANY USE OF THE GOODS OR THE FAILURE OF THE
GOODS TO OPERATE PROPERLY; EVEN IF SUCH LOSSES WAS IN CONTEMPLATION OF THE PARTIES OR
WAS WHOLLY FORESEEABLE.
BUYER SHALL INDEMNIFY, DEFEND AND HOLD DMG MORI HARMLESS FROM AND AGAINST ALL CLAIMS,ACTIONS, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S
FEES) INVOLVING A THIRD PARTY CLAIM ARISING OUT OF BUYER’S USE OF THE GOODS EXCEPT TO THE
EXTENT CAUSED BY DMG MORI’S NEGLIGENCE OR WRONGFUL ACTS.
BUYER EXPRESSLY AGREES THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DMG MORI UNDERANY THEORY OF RECOVERY EXCEED THE PURCHASE PRICE OF THE GOODS FROM WHICH LIABILITY
AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE BUYER’S REMEDIES UNDER THESETERMS FAIL OF THEIR ESSENTIAL PURPOSE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR
THE RESULTS OBTAINED BY THE USE OF ANY GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER INTERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF
ANY ORAL OR WRITTEN STATEMENTS MADE BY DMG MORI, BY WAY OF TECHNICAL ADVICE OR
OTHERWISE, RELATED TO THE USE OF THE GOODS.
CONFIDENTIALITY. All drawings, designs, specifications, manuals, programs and prices furnished to Buyer by DMG
MORI shall remain the confidential and proprietary property of DMG MORI. All such information, except as may befound in the public domain, shall be held in strict confidence by Buyer and shall not be disclosed by Buyer to any third
parties. Copyright in all material made available by DMG MORI shall remain in DMG MORI at all times.
SAFETY PRECAUTIONS. Buyer shall require employees to use all safety devices, guards and proper safe operatingprocedures as set forth in manuals and instruction sheets furnished by DMG MORI. Buyer shall not remove or modify
any such device, guard or sign. It is Buyer's responsibility to provide all the means that may be necessary to effectively
protect all employees from serious bodily injury which otherwise may result from the method of particular use,
operation, set-up or service of the Goods. If Buyer fails to comply with provisions of this paragraph or the applicablestandards or regulations aforementioned, Buyer shall indemnify, defend and hold DMG MORI harmless from andagainst any and all claims, losses or damages arising from such failure. It is the responsibility of Buyer to comply withall local laws, regulations and codes.
INFRINGEMENT. Buyer shall indemnify, defend and hold DMG MORI harmless from any infringement of any patent,
trademark or copyright arising from Buyer’s use of the Goods, including but not limited to the reimbursement of costs
and expenses, including attorney’s fees, incurred by DMG MORI with respect to a claim of infringement.
TIME STUDY & DESCRIPTIONS OF GOODS. All time study figures provided by DMG MORI are estimates only andare based on DMG MORI’s understanding of the accuracy and finish required, machinability of the material, amountof material to be removed and Buyer's operating conditions. DMG MORI makes no warranty based upon or relating
to time study figures. All weights and measurements given are estimates, stated as correctly as possible and any
minor deviations shall not constitute non-conformity of the goods. Brochures, photographs and other illustrations
representing the Goods are for illustration only and are not binding in detail. Brochures and product designs andspecifications are subject to change without notice.
EXPORT CONTROL. The parties acknowledge that information subject to U.S. export control laws and regulations
may be disclosed pursuant to this Agreement. Each party shall comply with all applicable export and import laws andregulations, including but not limited to, the International Traffic in Arms Regulations, as amended (22 C.F.R. Parts
120 - 130) (“ITAR”), the Export Administration Regulations, as amended (15 C.F.R. Parts 730 - 774) (“EAR”) and
Office of Foreign Assets Control (“OFAC”) regulations. The parties shall not export, disclose, transfer, furnish orotherwise provide any article, technical data, technology, defense service, or technical assistance of the other party
to any foreign country or foreign person as defined by applicable export control laws and regulations, including thoseworking for a party, whether in the United States or abroad, without obtaining in advance proper United States
government export authorization.
Buyer shall comply with applicable laws and regulations governing the exportation or re-exportation of the Goods. The
Goods may be subject to export restrictions imposed by the United States, Japan, Germany and other countries andBuyer will not export or permit the export of the Goods anywhere without proper government authorization. Buyer
further agrees that when requested by DMG MORI, it shall provide all necessary information, including but not limited
to the end-user and end use of the Goods, to facilitate compliance with applicable export control laws. Buyer also
agrees that it will notify DMG MORI immediately in writing if Buyer or any of its related entities, or any of Buyer’s
customers for which a Good purchased from DMG MORI was used in any way to fulfill an order for such Buyer
customer, is added to the Entity List in Part 744 in the EAR (“Entity List”). Buyer acknowledges that should Buyer be
added to the Entity List, DMG MORI shall have the right to immediately cease any pending deliveries or if available,
apply for any applicable export license, in which case delivery can only resume if export license is granted. DMG
MORI shall have no liability (including for lost profits or business interruption or under the limited service warranty) for
any delivery interruption as a result of any changes in export control laws and regulations. To prevent the illegal
diversion of a machine to individuals or nations that threaten international security, it may include a “Relocation
Machine Security Function” that automatically disables the machine if moved following installation. If a machine is sodisabled, it can only be re-enabled by contacting DMG MORI. DMG MORI may refuse to re-enable the machine if it
determines that doing so would be an unauthorized export of technology or otherwise violates applicable export
restrictions. DMG MORI shall have no obligation to re-enable such machines and shall have no liability (including forlost profits or business interruption or under the limited service warranty) as a result thereof.
ASSIGNMENT. Buyer may not assign any of its rights or delegate any of its obligations under these Terms without
the prior written consent of DMG MORI. Any purported assignment of rights or delegation in violation of this paragraphis null and void. No assignment or delegation relieves the Buyer of any of its obligations under these Terms.
FORCE MAJEURE. DMG MORI shall not be responsible for nonperformance or late performance of any part of theOrder due to orders, regulations, and/or ordinances by government, act of God, war, blockade, insurrection,
mobilization or due to any other causes or circumstances beyond DMG MORI’s control. If an event of force majeureoccurs, DMG MORI at its option may either extend the time of performing affected obligations during the period theevent of force majeure continues, or cancel the order.
GOVERNING LAW & ARBITRATION. These Terms shall be construed in accordance with the laws of the State of
Illinois. The provisions of these Terms are divisible and the invalidity or unenforceability of any provision or provisions
contained herein shall not in any way affect the validity of these Terms without the invalid or unenforceable provisionor provisions. All disputes that may arise in connection with these Terms shall, unless settled by the parties, besubmitted to arbitration in Chicago, Illinois in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Any action to by Buyer relating to the Goods shall be commenced no later than one year fromthe date of alleged breach.
MERGER CLAUSE. The entire agreement is embodied in this writing. There are no understandings, agreements,
representations, or warranties, either oral or written, relative to products or services, including statements made in or
conduct implied from past dealings that are not fully expressed herein. No statement subsequent to the acceptanceby DMG MORI of the purchase order purporting to modify the said terms and conditions shall be binding unlessconsented to in writing by a duly authorized representative of DMG MORI in a document making specific reference tothis transaction.

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