Terms and Conditions of Purchase of the DMG MORI AG Groupvalid from 02//2024

1. General
Any orders placed by us shall only be subject to the following purchasing conditions for the duration of the business relationship. Deviating, opposing or supplementary general terms and conditions of the supplier shall not be valid, evenif we do not expressly object to them from case to case, except if we have expressly accepted these conditions in writing beforehand. By accepting our order, the supplier accepts the exclusive application of these purchasing conditions.

(especially court and lawyer's costs) that arise in connection with violations of
the MiLoG. Further damages claims to our benefit shall not be affected.
5.5 If the supplier culpably violates the obligations from this item 5, we shallhave the right – notwithstanding any further claims – to declare rescission of
the contract according to the proviso of the statutory provisions or to terminate
the contract.
6. Prices and Payment Conditions
6.1 The prices named in the order shall be fixed prices. Without any deviating
written agreement, the fixed price shall include all services and secondary services of the supplier (e.g. mounting, installation) and any secondary costs (e.g.
for proper packaging, transport including any transport and liability insur-ance,
customs handling for import).
6.2 Invoicing shall take place without delay after the delivery, in duplicate. The
invoice shall name the order number, item number, item name, item description, item price, quantity, invoiced amount, contact at the supplier's company
payment conditions and supplier number. While this information is missing, invoices cannot be settled.
6.3 Unless expressly agreed on differently, payment shall be made within 14
days of complete delivery and performance and receipt of a proper invoice, minus 3% discount, or net within 30 days.
6.4 We shall not owe any interest on maturity. We shall enter default according
to the statutory provisions, with a written reminder by the supplier being required for this in any case, deviating from the law.
6.5 Set-off and retention rights, as well as the objection of the contract not being met shall be due to us at the statutory scope. We shall specifically have theright to hold back due payments while we still have any claims against the supplier from incomplete or defective performance. The supplier shall only have aright of setoff or retention due to finally determined or undisputed counterclaims.
6.6 The supplier shall not have the right to assign his claims against us to thirdparties without our advance written consent.

2. Conclusion of the Contract
2.1 Our orders shall be binding at the earliest at written submission or confirmation.
2.2 Where our orders do not expressly contain a commitment period, the supplier is asked to confirm our order in writing within a period of one week fromthe date of the order, under indication of the order number and date (acceptance); all correspondence regarding this order must contain this information as well. Receipt of the written order confirmation by us shall be relevant
for timely acceptance. Deviations from our order shall be marked clearly in theorder confirmation, they shall be deemed a new offer that must be accepted byus.
2.3 Our orders and the supplier's order confirmation shall meet written form if
submitted by telefax or email.
3. Delivery Time and Delivery Default
3.1 The delivery time indicated in the order shall be binding. The supplier shallinform us without delay in writing if he cannot comply with the agreed deliverytimes – no matter the reasons; at the same time, he shall report the new delivery date. Premature deliveries shall require our express consent.
3.2 If the supplier does not render his performance or does not do so within theagreed delivery period or if he enters default, our rights shall be according tothe statutory provisions. The rules of item 3.3 shall not be affected.
3.3 If the supplier has entered default, we may charge a contractual penalty at
1 % of the net price per completed calendar week, but no more than 5 % of thenet price for the goods delivered with a delay in total. We shall have the right tocharge the contractual penalty in addition to performance and as a minimum
amount for damages owed by the supplier according to the law; assertion offurther damage shall not be affected. If we accept the delayed performance, weshall assert the contractual penalty at the latest with the final payment.
4. Delivery, Packaging, Insurance and Energy Efficiency
4.1 Deliveries within Germany shall be made "free domicile" to the location indicated in the order, unless agreed on differently in writing.
4.2. The supplier shall choose the solution that is most beneficial for us interms of transport method and time.
4.3 All shipping documents and all documents connected to the delivery contract shall include the item designation as well as our material and order number, the order date, the order quantities and the type of packaging. The supplier shall be liable for the consequences of inaccurate consignment notes.
4.4 The risk of accidental destruction and accidental deterioration of the goods
shall be assumed by the supplier. It shall only pass to us at handover at theplace of performance (see item 15).
4.5 Regarding packaging, the supplier shall comply with the relevant statutory
provisions, specifically the packaging regulations. If the supplier demands return of packaging material, this shall be clearly marked on the delivery documents. If such notes are not present, we shall have the right to dispose of theempties at the supplier's expense. This shall also apply to disposable packaging material.
4.6 Efficient use of energy is an important part of our corporate philosophy. Environmentally conscious and protective use of natural resources as well as energy-saving and environmentally compatible procedures shall be mandatory.
The supplier shall deliver data sheets for evaluation of energy efficiency upon
our request. All applicable laws and regulations regarding environment protection and environmental impact are respected by the supplier.
4.7 DMG MORI AG operates a successful energy management system according to the ISO 50001 standard. A careful and efficient handling of resources isassumed for the work at the plants of DMG MORI AG.
5. Export Rules and Compliance
5.1 The supplier shall be obliged to meet all requirements of the applicable national and international customs and foreign trade law and shall include all information in the order confirmation, invoice and consignment notes that weneed to comply with national and international customs and foreign trade law.
The information required for this specifically includes indication of the export listand/or ECCN number and the statistical stock number.
5.2 The supplier commits to complying with the laws of the respective applicable legislation and our compliance code of conduct; the compliance code ofconduct can be found at https://ag.dmgmori.com online.
5.3 If the purchased goods are iron and steel products of chapters 72 or 73 of
the Harmonised Commodity Description and Coding System of the WCO, thesupplier is obliged to ensure that these products do not originate in Russia, donot contain any components of Russian origin and have not been processedusing an iron and steel product of chapters 72 or 73 originating in Russia.
5.4 The supplier will comply with the statutory provisions of the minimum wageact (Mindestlohngesetz; MiLoG) as amended from time to time, and specificallysettle and pay out the statutory minimum wage with his workers in time. Thesupplier shall hold us harmless against any third-party claims (especially workers and social security offices, tax authorities), which are due to violation of hisobligations under the MiLoG. This shall apply accordingly in case of violation of
the MiLoG by charged subcontractors and/or lessors charged by the supplier ortheir subcontractors and/or lessors. The obligation to hold harmless shall apply
both to liability under civil law and to fines under public law that are imposeddue to violations of the MiLoG. The obligation to hold harmless shall also apply
regarding any claims of social insurance companies and tax authorities. Apartfrom this, the supplier shall hold us harmless against any required costs

7. Liability for Defects
7.1 Our rights in case of defects of material and title in the goods and in case of
any other violations of obligations by the supplier shall be according to the statutory provisions, where nothing else is provided for by law.
7.2 The commercial examination and complaint obligations shall be subject tothe statutory provisions with the following proviso: our examination obligation
shall be limited to defects that are openly evident during our incoming goods inspection under external inspection, including the delivery documents, and during our quality control in the random procedure (e.g. transport damage, wrong
and underdelivery). Apart from this, it shall be relevant in how far exami-nationis reasonable under consideration of the individual circumstances in the propercourse of business. Our obligation to report defects discovered later shall not
be affected. In any case, our complaint (report of defect) shall be deemed without delay and in time if received by the supplier within 10 working days.
7.3 If the supplier does not meet his obligation to subsequent performance –according to our choice by removal of the defect (improvement) or delivery ofan object without defects (replacement delivery) within an appropriate period
set by us, we may remove the defect ourselves and demand reimbursement forrequired expenses or the corresponding advance payment from the supplier. If
subsequent performance by the supplier has failed or is unreasonable for us(e.g. due to particular urgency, danger of the operational safety or a threat ofincurring proportional damage), we shall not be required to set a grace period;
we will inform the supplier of such circumstances without delay and if possible
in advance.
7.4 With receipt of our written report of defects by the supplier, the expiration of
warranty claims shall be suspended until the supplier rejects our claims or declares the defect removed, or otherwise refuses continuation of negotiations ofour claims. In case of replacement delivery and removal of defects, the warranty period shall restart for replaced and improved parts, except if we had toassume that judging from the supplier's behaviour he did not consider himself
obliged to perform the measure, but performed the replacement deliv-ery or removal of defects only out of goodwill or for similar reasons.
8. Product and Producer Liability; Insurance
8.1. If a third party raises any claims against us due to injury or property damage by way of product and/or producer liability, and if this damage is due to a
product from the supplier, the supplier shall hold us harmless against this claim– where he is liable in the external relationship.
8.2 If not agreed on differently with us in writing, the supplier shall take out anoperating, product and environmental liability insurance with a flat-rate coverage total of at least 5 M EUR per injury/property damage. The supplier shallalso maintain financial damage coverage of at least 1 M EUR. The suppliershall submit written proof of the present insurance coverage to us before thefirst delivery and then at least once per year without prompting.
9. CE Declaration of Conformity/Manufacturer's Declaration
The delivered products must meet all provisions, directives and standards regarding the respective product. If a manufacturer's declaration for the productor a declaration of conformity (CE) in the sense of the EC machinery directive
is required, the supplier must draw this up and provide it without delay on request.
10. Copyright
For deliveries based on drawings, models or special information, we expressly
reserve intellectual property (copyright and other property rights). All information provided to the supplier, as well as any drawings and samples, mustnot be disclosed to any third parties. The supplier shall be liable for the consequences of any violation of this provision.
11. Production Equipment
Models, tools, samples, drawings or other documents that we provide to thesupplier for performance of the order shall remain our property. The production
equipment and their reproductions must only be used to perform our order. They

Terms and Conditions of Purchase of the DMG MORI AG Groupshall be returned to us unprompted after completion of the order unlesssomething different is expressly agreed. Drawings and other documents shall
only be relevant for the order for which they have been provided. The suppliershall perform the order solely based on the documents provided to him for thisorder, no matter if there has been any change since the last order or not; thedrawings provided to the supplier shall be subject to change management at ourcompany. For the Munich/Geretsried plant, the last submitted drawing with thecorresponding change index shall be valid at all times. The supplier shall beresponsible for any damage from non-observation of this circumstance. The
supplier shall be obliged to treat and keep any production equipment provided
to him with care. He shall be liable for damages in case of loss or damage.
12. Processing Orders
12.1 The material delivered by us shall remain our property in any case. Incase of processing, we shall acquire title in the semi-finished or finished products, and shall be deemed their manufacturer in the sense of § 950 para. 1BGB. The supplier shall only be the custodian. This shall also apply if the newproducts are more valuable than the delivered objects; to keep us safe, the finished goods shall only be deemed as valuable as the objects delivered by us
under reservation of title.
12.2 Additional work due to defects of material and deviations of sizes of theprovided raw materials must only be charged if they have been approved by us
in writing beforehand. Any defects to the material delivered by us that arefound during processing must be reported at once; further processing must beceased until further instructions from us.
13. Spare Parts
13.1 The supplier shall be obliged to provide spare parts for the products delivered to us for a period of at least 10 years after delivery.
13.2 If the supplier intends – notwithstanding item 13.1 – to cease productionof spare parts for the products delivered to us, he shall inform us of this without
delay.
14. Expiration
The period of expiration for contractual claims from defects shall be three years
from the passing of risk (item 4.4), unless the application of the statutory expiration periods leads to a longer expiration period from case to case; in thiscase, the longer period shall apply. Apart from this, the mutual claims for thecontracting parties shall expire according to the statutory provisions.
15. Place of Performance and Place of Jurisdiction
The place of performance for both parties shall be the place of receipt designated by us from case to case. The exclusive place of jurisdiction shall be thelocation from where the order was placed. The contractual relationship shall be
subject to German law under exclusion of UN purchasing law.
16. Force Majeure
16.1 Force majeure, such as operational disruptions for which we are not responsible, riots, governmental actions and other unavoidable events, such as
pandemics, shall release us from our obligation to accept ordered goods orservices for the duration of the event. However, both parties are obliged to provide each other with the necessary and reasonable information without delay
and to temporarily adjust their obligation to the changed circumstances, in particular possibly changed market requirements. During such events and within
two weeks after their end, we shall be entitled - without affecting our otherrights - to withdraw from the contract in full or in part if an adjustment is notpossible.
16.2 In the event of withdrawal, we shall be authorized to claim the return of any
advance payments that may have been made. There shall be no obligation to
pay damages in this case. We shall agree separately on the purchase ofprocessed materials (WIP parts) or on your end covered raw materials for thefulfillment of the contract.

valid from 02//2024