www.dmgmori.com

Framework Agreement on after sales services
and spare parts delivery of DMG MORI
1.

General provisions

3.5 | The Customer shall be entitled to offset or to claim rights of retention only
to the extent that his counterclaim is acknowledged, undisputed or assessed in a

The following terms and conditions shall apply to all current and future after

legally binding judgment.

sales services provided by DMG Mori Seiki Middle East FZE (“Supplier”) to his
customers (“Customers” or “Customer”) in relation to the repair, maintenanceand other services (“Services”) as well as to the delivery of spare and replace-4.

ment parts (“Parts” or “Part”) for machine tools (“Products” or “Product”) of

Unfeasibility of Services
4.1 | The Customer will have to pay the costs and fees for any inspection of

the Supplier or any of its affiliated companies. Differing or contradicting terms

Products done by the Supplier and requested by the Customer in order to provideof the Customer shall not apply, unless expressly agreed upon in writing. A con-an offer to the Customer for the repair of a defect. The Customer will also be

tract shall come into force only with the Supplier’s written order confirmation

required to pay any such costsby letter, fax or email. The Supplier and the Customer shall hereinafter be jointly
referred to as the “Parties” and each a “Party”.

_ if the alleged defect could not be detected during the inspection,_ if the Customer fails to meet the agreed service appointment,2.

_ if the Customer cancels an order which is still in process,Customer’s responsibilities_ if the Parts required for the Services cannot be obtained in due time.

2.1 | The Customer shall provide to the extent necessary at his own risk and4.2 | Unless the Supplier’s Services prove not necessary the Supplier shall only be

expense ancillary staff, and, if so agreed, tools, lifting devices with operating staff

obliged to put back the serviced Product in its original state upon the Customer’s

as well as all materials and equipment necessary for due performance of the Sup-

express request and at Customer’s expense.

plier’s Services. Also, the Customer shall provide the Supplier’s staff with a dry
and lockable room for the storage of Parts, tools, clothes and the staff’s personal

4.3 | If the Product is beyond repair or the Services cannot be carried out for any

belongings. The Customer is responsible for his ancillary staff following the Sup-

other reason, the Supplier shall not – irrespective of the legal ground on which theplier’s instructions. The Supplier shall not be liable for any damage caused by the

Customer claim is based – be liable for damages to the Product to be serviced,

Customer’s ancillary staff, unless the respective damage is due to a Supplier’s

breach of non-fundamental contractual obligations and damages not caused to

instruction; in this case, section 17 shall apply with regard to the Supplier’s liability.

the serviced Product itself. Only in the event of intent or gross negligence of the
Supplier or his organs or executive staff or breach of fundamental contractual

2.2 | In the event that any of the Supplier’s materials, tools or devices are dam-obligations, the Supplier shall be liable according to the provisions of applicableaged or destroyed at the Customer’s work-site, the Customer shall be liable forlaw. If the Supplier is in breach of fundamental contractual obligations (i.e. obli-

damages to the Supplier to the extent to which the Customer or any of his staff,

gations the fulfillment of which is essential for the due performance of the contract

ancillary staff, agents or other personnel (the “Customer’s Staff”) has caused theand on the compliance of which the other Party may regularly rely), his liability

losses or damages regardless of any faulty or negligent behavior of the Customer

shall be limited to the typically foreseeable damage except if the Supplier or hisor the Customer’s Staff.

organs or executive staff have acted intentionally or with gross negligence.

2.3 | The Customer shall be obliged to take reasonable care for the safety in theworkplace, the compliance with relevant safety regulations and appropriate working conditions. In particular, the Customer shall thoroughly clean machines to be5.

repaired by Supplier. The Customer shall instruct the Supplier’s working staff

5.1 | Travel expenses comprise train / flight costs of the Supplier’s staff, costs ofabout specific safety regulations in his workplace.

transport and transport insurance for staff’s personal luggage, costs for transportof necessary tools, costs for visa procurement, prescribed medical and sanitary

2.4 | If necessary, the Customer shall procure internal work authorizations, work

checks and further cross-border related costs. These travel expenses shall be borne

and access passes and cards and the like at his own expense.

3.

Travel expenses

by the Customer, either directly or by way of back-charging, as appropriate.

Prices and terms of payment

5.2 | Travel expenses also include costs for staff’s journeys between home and3.1 | Unless expressly agreed otherwise in writing, the Customer shall makeis abroad, a flight to such place shall be paid for every six weeks during Service

payments according to the Supplier’s schedule of prices and services provided toperiods.

the Customer’s work-site during Service periods. If the staff’s respective home

the Customer by the Supplier from time to time (the “Price Schedule”) [and as

5.3 | Mileage allowances for use of vehicles shall be charged according to the

stipulated in the Supplier’s written order confirmation]. In the event that the Sup-

Supplier’s Price Schedule. The Supplier shall choose the means of travel at his

plier has rendered parts of the Services already but has not yet finalized the Ser-sole equitable discretion. Unless agreed otherwise, the Supplier’s staff may travel

vices he shall be entitled to installments amounting to 90 % of the value of thebusiness class on long-haul flights (4 hours and over).

Services already carried out.

5.4 | If the Supplier’s staff is accommodated more than 2 km away from the

3.2 | Used parts, materials and Services, as well as costs for travelling andCustomer’s work-site, daily costs for arrival and departure will be charged asaccommodation of the Supplier’s staff shall be charged separately in the invoice.

travel expenses.

If Services are carried out on the basis of a binding quotation, reference to suchquotation in the invoice shall suffice; however, deviations from the quotation shallbe listed separately.

Service expenses

3.3 | Unless expressly agreed otherwise in writing, prices are ex-works (Incoterms

6.1 | The Supplier calculates journey times and the duration of on-site Services2010 of the International Chamber of Commerce), excluding costs of packaging

on the basis of his Price Schedule.

and statutory VAT.

6.2 | Expenses incurred for any interruptions of Services or exceedance of

3.4 | Unless expressly agreed otherwise, payment for Services and deliveries ofagreed time limits for completion of Services not attributable to the Supplier shallParts is due within 10 days upon receipt of invoice without any discount and shallbe borne by the Customer.

be transferred to the Supplier’s bank account as mentioned in the respective invoice.

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6.

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6.3 | Upon completion of Services, but not later than upon completion of each

Valid from 06 / 2013

workweek, the Customer shall approve the working hours of the Supplier’s staff

written notice of such defect to the Supplier within 48 hours after detection of theon the Supplier’s time sheet.

defect but at the latest six (6) months after acceptance of the Services. The Customer shall not be entitled to demand rectification if the defect is negligible in

7.

Time of performance and delay of Services

relation to the overall interest of the Customer in the Services or caused by the

7.1 | Time periods specified by the Supplier within which Services are to be car-Customer shall allow reasonable time for the Supplier to remedy the defect. Parts

ried out are based on estimates only and are, therefore, not binding. The Customerof the serviced Products which have been replaced by new or functional used

may only demand an agreement on a binding time period for Services if the extent

Parts shall become the property of the Supplier upon installation of the replace-of the works is precisely determined, the Supplier is able to provide necessary

ment Part. The Customer hereby gives his express consent to the transfer of title

Parts in time, agreement on the extent of the Customer’s duties of cooperation

to the replaced part and the Supplier hereby expressly accepts such transfer.

has been achieved and, if necessary, the Customer has obtained permits of competent authorities. The binding period for Services shall commence on the day
the Supplier and the Customer agree in writing that the aforementioned requirements are met, the Supplier has free access to the Customer’s site and the Cus-

Customer or if the defect arises from any material provided by the Customer. The

9.2 | The Supplier shall not be liable for any defects that arise from alterations,repairs or maintenance works of the serviced Product by the Customer or third
parties that have been undertaken without the Supplier’s prior written consent.

tomer has given written clearance for the Services to commence. The clearance

9.3 | Only in case of a threat to operational safety, in case of an imminent threat

protocol shall state the commencement date and be signed by the Supplier andof extensive damage or if a reasonable period for rectification of a defect agreed

the Customer.

upon in writing by the Supplier and the Customer has expired without the defect7.2 | If the Customer requires additional Services or should additional Services
become necessary, the time period shall be extended accordingly.
7.3 | If Services are ready for acceptance within the time period or if the test run
is ready to commence in case that a test run has been agreed on, the time period
shall be deemed met.
7.4 | In the event of Force Majeure, i.e. any circumstance beyond the reasonable
control of the Supplier including but not limited to war, warlike conditions, acts ofterrorism, freight embargoes, storms, acts of God, equipment break down, riots,
civil commotion, floods, earthquakes, any strike, lock-out or other form of industrial action, governmental orders or restrictions, hostilities, mobilisation, blockade,revolution, looting, fire, leakage or bursting of tanks or pipes, the time period
shall be extended accordingly.
7.5 | If a binding time period has been agreed on and the Supplier fails to provide
the Services within this time period the only remedy for the Customer for any
damages resulting from this delay shall be liquidated damages in the amount of

having been rectified shall the Customer be entitled to remedy the defect himself
or by use of third parties and demand reimbursement of the necessary expenses
from the Supplier.
9.4 | In the event that the repair of a defect as part of the Services requires
installation and / or removal of (non-defective) parts of the Product the respective
expenses shall be borne by the Customer, unless the Supplier is liable for such
expenses pursuant to the provisions of section 17 hereof.
9.5 | If the Supplier does not remedy a defect which has been claimed by the
Customer according to clause 9.1 within a reasonable period of time agreed uponin writing by the Supplier and the Customer, the Customer may request a reductionof the price for the Services. Only if the rectification of the defect is not of any use
for the Customer despite the reduction of the price the Customer may withdraw
from the Service contract. Any further liability shall be subject to section 17.
9.6 | If the alleged defect does not result from the Supplier’s Services the Customer shall be liable to reimburse the Supplier’s expenses.

0,5 % of the price for the Services with regard to the serviced Product for each

9.7 | The Supplier shall be under no liability in respect of any defects which areentire calendar week of delay, without exceeding in total 5 % of the price for suchcaused by (I) willful damage, incorrect connections or incorrect operation, (II)Services. For the avoidance of doubt the above mentioned percentages to be paid

Force Majeure (e.g. lighting), (III) wear and tear due to overuse of mechanicalas liquidated damages shall only be calculated on the basis of the price for theand / or electronic items or (IV) extraordinary mechanical, chemical or atmos-

Services for the single Product or part of a Product which cannot be used by thepheric influences.

Customer due to the delay. The above-mentioned indemnity shall be in lieu of allother damages available to the Customer at law or by contract and the Customer
shall not be entitled to any further delay damages from the Supplier whatsoever.
7.6 | If the Supplier does not carry out the agreed Services within the binding

9.8 | Any warranty claims relating to the Supplier’s Services shall not be heard
after the lapse of six (6) months starting from the date of acceptance of the Services
or from the start of operation of the serviced Product by the Customer, whichever
event occurs earlier.

time period, the Customer may notify an additional adequate period of time for
performance in writing to the Supplier. Only in case that this additional period oftime has expired without the Supplier having performed the respective Services
may the Customer rescind the Service contract. Upon the Supplier’s request, theCustomer shall declare whether he will exercise his right to rescind the contract.

10. Maintenance, repair and overhaul
at the Supplier’s work-site
10.1 | Any expenses arising from transporting the serviced item for maintenance,
repair or overhaul to and off the Supplier’s or his subcontractor’s work-site shall8.

Acceptancebe borne by the Customer.

8.1 | If the Supplier notifies the Customer on the completion of the Services or, if

10.2 | The risk of transportation shall be borne by the Customer.

so agreed, a test run has been completed, the Customer shall be obliged to accept
the completed Services. If Services prove defective, the Supplier shall rectify thedefect, unless the defect is neglectable in relation to the overall interest of the
Customer in the Services or not attributable to the Supplier. Only in the event of amajor defect may the Customer refuse acceptance.
8.2 | Services shall be deemed accepted if the Customer, for reasons not attributable to the Supplier, does not accept such Services within 2 weeks upon notification of completion or puts the serviced Product into operation.

10.3 | During Services at the Supplier’s or his subcontractor’s work-site, noinsurance coverage will be provided by the Supplier or his subcontractors; theCustomer shall be responsible to maintain insurance coverage for the serviced
Products regarding fire, mains water, storms, machine breakage and the like,unless insurance coverage for such risks is expressly requested in advance inwriting and paid for by the Customer.
10.4 | If acceptance of the serviced Product is delayed, the Supplier shall beentitled to charge the Customer for the storage of the respective Product at his or

8.3 | Upon acceptance of the Services, the Supplier’s liability for any defects

his subcontractor’s work-site. The Supplier shall be entitled to store the serviced

shall be excluded save for hidden defects or unless the Customer has expressly

Product otherwise. In such case hand-over of the serviced Product shall be deemed

reserved his rights with regard to the respective defect and has duly notified thecompleted and any storage shall be at the risk and costs of the Customer.

Supplier in writing.

9.

Warranty for Services
9.1 | Upon acceptance of the Services, notwithstanding sections 9.6 and 17, theSupplier shall, to the exclusion of any further claims of the Customer, only beobliged to remedy any hidden defects in the Services. The Customer shall give02

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11. Delivery of spare or replacement parts withor without installation
The following provisions shall apply to any such delivery of Parts not being subject
to a repair or service order with regard to delivery time, delay in delivery, warranties and passing of risk:

Valid from 06 / 2013

11.1 | The Customer shall be responsible for the correct specification of the Part

12.5 | The Supplier shall not be liable for unsuitable or improper use, defective

to be delivered by the Supplier. Any advice of the Supplier on the suitability of theassembly, installation or operation of the Customer or third parties, fair wear andordered Part shall not be binding and the Supplier’s liability to that effect shall betear, negligent handling, improper maintenance, unsuitable operating material,

excluded as the Supplier accepts orders for delivery of Parts without prior inspec-

defective structural work, improper foundation, chemical, electro-chemical ortion of the Product in which the Part is to be installed.

electronic influences, provided, these circumstances are not attributable to11.2 | The Parties shall agree on the delivery time [in writing]. The agreed

the Supplier.

delivery time shall only be binding on the Supplier [if agreed so in writing and]12.6 | The Supplier shall not be liable if the Customer or a third party modifies

if all commercial and technical matters have been settled between him and theor repairs the Part without the Supplier’s prior written consent.

Customer and the Customer has fulfilled all contractual obligations; otherwise,
the delivery time shall be extended accordingly, provided that such delay is not
attributable to the Supplier.

12.7 | Any warranty claims relating to the delivery of new and used Parts shallnot be heard after the lapse of 6 months from acceptance or operation of the Partby the Customer, but not later than 1 month after delivery.

11.3 | The Supplier shall only be obliged to adhere to the agreed delivery time if
the Supplier’s presuppliers deliver the Part in due time. Delivery time shall bedeemed met by the Supplier whenever, prior to the expiry of the deadline, the13. Infringement of intellectual property rights of third parties

Customer has been notified that the Part is ready for dispatch. In case that theIf the use of the Parts constitutes a breach of domestic intellectual property rights

Parties have agreed in writing that a particular delivery shall be based on an Inco-of third parties in the country of the Supplier’s registered office or in the country

term other than ex-works (as per the ICC Incoterms 2010) and if as per this Inco-of residence of the Customer, the Supplier, at his own expense, shall either provide

term the Supplier shall arrange the carriage, delivery time shall be deemed met

the Customer with the right to use the respective Part or modify the Part to theby the Supplier if the Part has been dispatched from the Supplier’s premises or, ineffect that the infringement of intellectual property rights no longer persists. If thatcase that the respective Incoterm requires a direct delivery from the presupplier’s

is not possible under reasonable economical conditions or within a reasonablepremises to the Customer, if the Part has been dispatched from the presupplier’stime period, both the Customer and the Supplier shall be entitled to rescind thepremises for shipment to the Customer. In the event of Force Majeure, as defined

contract. Also, the Supplier shall indemnify and hold the Customer harmlessin section 7.4 above, the delivery time shall be extended accordingly. The Supplieragainst intellectual property right claims of third parties being acknowledged,

shall notify the Customer of the beginning and the end of such circumstances as

undisputed or assessed in a legally binding judgment. Subject to the provisions ofsoon as possible.

section 17, the Supplier’s foregoing obligations in the event of an infringement of

11.4 | If the Supplier’s failure to deliver the Parts within the agreed delivery time
results in a damage to the Customer, the only remedy for the Customer for any
damages resulting from this delay shall be to demand liquidated damages in theamount of 0,5 % of the value of the delayed Parts for each completed calendar
week of delay, but in total no more than 5 % of the value of the delayed Parts. The
Customer shall not be entitled to any further damages from the Supplier resulting
from the delay whatsoever. If the Supplier does not deliver the Parts within theagreed delivery time, the Customer may set an additional adequate period of time
for delivery. Only in case that this additional period of time has expired without

intellectual property rights shall be conclusive and conditional on the following
requirements: that the Customer shall notify the Supplier without undue delay on
any intellectual property right claim made, support the Supplier in defending
such claims to the extent reasonable and / or enable the Supplier to modify thedelivered Part to the effect that an infringement of intellectual property rights nolonger persists, that the right to all defensive measures in and out of court isreserved for the Supplier and that the alleged infringement of third parties’ intellectual property rights is not due to an instruction, unauthorized modification or
use of the Part contrary to the contract by the Customer.

the delivery of the Parts to the Customer may the Customer rescind the contract.
Upon the Supplier’s request, the Customer shall declare whether he will exercise
his right to rescind the contract.

14. Title of ownership14.1 | Notwithstanding anything to the contrary herein, the Supplier retains title
to all accessories and Parts until hand-over of the repaired or serviced Products

12. Warranty for Parts

to the Customer has been effected by the Supplier.

12.1 | If new Parts are found defective and such defect was caused prior to dis-14.2 | Before the title of ownership has passed, the Supplier shall be entitled at

patch the Supplier – at his discretion – shall be obliged to remedy the defect or

any time to take possession of the Part and the Customer shall be obliged to sur-deliver a new Part free of defect. If used Parts are found defective and such defectrender the Part. Neither the enforcement of this rule nor the attachment of thewas caused prior to the transfer of risk the Supplier – at his discretion – shall bePart by the Supplier shall be deemed a rescission of the contract.

obliged to remedy the defect or deliver another used Part free of defect. The Customer shall be obliged to give written notice of any defect to the Supplier within
48 hours after receiving the respective Parts. The Customer shall notify the Sup-

14.3 | The Customer may resell the Part subject to the above provisions only inthe course of his regular business.

plier in writing of any hidden defect within 48 hours after detection of the defectbut no later than 6 months after delivery. Any claim of the Customer against theSupplier resulting from a defect of a delivered Part shall not be heard after thelapse of the respective notice periods. Replaced parts shall become the propertyof the Supplier upon installation of the replacement Part. The Customer hereby
gives his express consent to the transfer of title to the replaced parts and the Supplier hereby expressly accepts such transfer.

15. Processing of replacement parts
15.1 | Prices for ‘replacement parts’ are subject to the Customer transferring to
the Supplier the property title of an according, repairable used part as replacement. If the used part is not received by the Supplier within 2 weeks after the
Customer has received the replacement part from the Supplier, the Supplier shallbe entitled to charge the price for a ‘new part’ as per the Price Schedule to the12.2 | The Customer shall allow reasonable time for the Supplier to remedy the

Customer. The used part shall be shipped to the Supplier’s work-site “Carriage

defect or to deliver a Part free of defects; the Supplier’s liability for any further

Insurance Paid” (CIP Incoterms 2010 of the International Chamber of Commerce)

defect, damage or loss whatsoever shall be excluded if the Customer urges theif delivered from inside the country or, if delivered from abroad, “Delivered Duty

Supplier to conduct such remedying works within an unreasonably short period

Paid” (DDP Incoterms 2010 of the International Chamber of Commerce).

of time and does not allow reasonable time for the Supplier to remedy the defector to deliver a Part free of defects.

15.2 | If a used part is shipped to the Supplier as per clause 15.1 above and theshipment is made without a respective return delivery note, the used part will be

12.3 | Any expenses for installation and removal of the Part shall be borne by the

returned unidentified to the Customer. If the Customer has failed to specify the

Customer, unless the Supplier is liable for such expenses pursuant to section 17.

defect of the returned part, an additional inspection fee of 50.00 EUR shall be

12.4 | In case of any defect of the Parts delivered the Customer shall have thecharged to the Customer.

right to rescind the contract provided that the Supplier has failed to either remedy
the defect or deliver a new (non-defective) Part within a reasonable time period
set by the Customer. In case that the defect is not major the Customer may only
reduce the price for the respective Part. Apart from that, the right to reduce theprice shall be excluded. Any further liability shall be subject to section 17.3.

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16. Return of unused spare Parts
16.1 | If the Customer orders several spare Parts and, upon placing of the order,
he is not certain as to which spare Part is suitable, the Customer shall, at his own
risk and expenses, return the spare Parts not required to the Supplier’s work-site

Valid from 06 / 2013

“Carriage Insurance Paid” (CIP Incoterms 2010 of the International Chamberof Commerce) within 2 weeks upon completion of the repairs but latest within
6 weeks after receipt of the respective Parts by the Customer.
16.2 | The Supplier may charge to the Customer a fee of 10 % on the agreed
sales price for inspection and restocking of returned spare Parts, but not morethan 175.00 EUR per returned spare Part. Redemption of spare Parts with a valueof less than 65.00 EUR shall be excluded and no credit notes will be issued forsuch spare Parts.

17. Supplier’s liability and limitation of liability
17.1 | If the Supplier has negligently caused a damage to parts of the serviced
Product, the Supplier, at his discretion and own costs, shall repair the part ordeliver a new part. The Supplier’s overall liability for such damage shall be limited
to the price agreed for the Services. Apart from that, section 17.3 shall apply.
17.2 | In the event that the Parts or Services delivered by the Supplier cannot be
used by the Customer as agreed upon in the contract due to_ faulty advice provided by the Supplier before or after conclusion of the contract,or_ breach of any other secondary contractual obligations, in particular instructions
for operation and maintenance of the serviced Product or of the Parts provided
by the Supplier,
only the following provisions of clause 17.3, to the exclusion of any further claimsof the Customer, shall apply.
17.3 | For damages caused to parts other than to the delivered Parts or the serviced Product, the Supplier – irrespective of the legal ground – shall only be liablein the event ofa) intent,b) gross negligence of the Supplier or its organs or executive staff,c) damages to life, body or health,d) fraudulent concealment of damages,e) an explicit contractual guarantee.
The Supplier shall be liable in case that non-executive staff has caused a breachof fundamental contractual obligations (i.e. obligations, the fulfillment of whichis essential for due performance of the contract and on the compliance of which
the other Party may regularly rely) due to gross negligence. In case of negligence
the Supplier shall only be liable for the typically foreseeable damage. Any further
liability shall be excluded.
17.4 | On no account shall the Supplier be liable for any consequential or indirect
damages or losses which the Customer, its employees, directors or agents may
incur including without limitation any loss of use, loss of profit and loss of any
contract subject to clause 17.3.

18. Statute of limitations
Any claims of the Customer – irrespective of the legal ground – shall not be heard
after the lapse of 6 months after the claim coming into existence unless stipulated
otherwise in this Agreement.

19. Applicable law and jurisdiction; personal data
19.1 | The legal relationship between the Supplier and the Customer shall begoverned and construed in accordance with the laws and regulations applicablein the Kingdom of Saudi Arabia.
19.2 | Each Party agrees to submit to the jurisdiction of the courts having jurisdiction at the Supplier’s registered office. However, the Supplier shall also beentitled to take legal action at the Customer’s registered office.
19.3 | The Supplier shall be entitled to save and process the Customer’s personal
data by means of electronic data processing.

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