Terms and Conditions for the supply of machine tools for domestic businessto be applied to transactions concluded with
1. a person who, when concluding the contract, acts
for the purposes of his/her commercial or selfemployed professional activities (entrepreneur);
2. legal persons under public law or a special fundunder public law (“öffentlich-rechtliches
Sondervermögen“)
I. General
1. Any and all deliveries and services are governedby these Terms and Conditions and by specificcontractual agreements, if any. Deviating terms
and conditions of purchase of the customer do
not become part of the contract, not even if theorder is accepted. In default of any special
agreement, a contract is deemed concluded
upon written confirmation of the or-der by the
supplier.
2. The supplier reserves all property rights andcopyrights in samples, cost estimates/ quotations,drawings and similar information of tangible or
non-tangible quality including in electronic form;
they must not be made available to third parties.
The supplier undertakes to make information anddocuments which are designated by the customer
as confidential available to third parties with thecustomer’s consent only.
II. Price and payment
1. In default of any special agreement to thecontrary, the prices are ex works, including
loading at the works but exclusive of packaging.
The prices are exclusive of the value-added tax
which has to be paid on top at the statutory ratevalid at the time.
2. In default of any special agreement to thecontrary, payment is due and payable without
deduction to the supplier’s account as follows:− 30% immediate due from the date of the down
payment invoice,− 60% within 10 days from the notification to thecustomer that the machine is ready for dispatch,− The remainder within one month from the passing of the risk.
3. The customer is only entitled to withhold
payments if and to the extent that his
counterclaims are un- disputed or have been
established by a final non- appealable court
decision (res judicata).
4. The customer is only entitled to set off his

counter- claims arising from any other legal
relationships if and to the extent that they are
undisputed or have been established by a final
non-appealable court decision (res judicata).
III. Delivery time, delay in delivery
1. The delivery time is specified in the agreements
concluded between the contracting parties.
Compliance with such delivery times by the
supplier re-quires that all commercial andtechnical issues have been clarified between thecontracting parties and that the customer has
fulfilled all obligations incumbent on him such as
the provision of any required official certificatesor permits or the down payment. If this is not thecase, the delivery time will be ex-tended
correspondingly. This does not apply if and to theextent that the supplier is responsible for the delay.
2. DMG MORI will exert its best efforts to cause theGoods to be shipped in accordance with its
quotations and these Terms. Unless a date isexpressly agreed to as “fixed” however, all dates
stated by DMG MORI are approximate dates
only, and are estimated in good faith to the bestof DMG MORI’s ability, commensurate with
foreseeable scheduling and subject to availabilityof product and transit.
3. The delivery time is deemed complied with if thegoods to be delivered have left the supplier plantby the expiry of the delivery time and thecustomer has been notified of the readiness for
dispatch. This also applies in the case that
acceptance and approval of the goods arenecessary.
4. If the dispatch resp. acceptance and approval aredelayed for reasons attributable to the customer,
the costs incurred as a result of the delay will becharged to the customer, starting one month after
notification of the readiness for dispatch resp.
readiness for acceptance.
5. If non-compliance with the delivery time is due toforce majeure, industrial riots or other events beyond the supplier’s control, the delivery time will
be extended by an adequate period. The supplier
will inform the customer of the beginning and theend of such circumstances as soon as possible.
6. The customer is entitled to withdraw from thecontract if the entire performance becomes
definitely impossible for the supplier before the risk
has passed. Moreover, the customer is also
entitled to withdraw from the contract, if in thecontext of an order the execution of some part of

DMG MORI Terms and Conditions for the supply of machine tools for domestic business – As amended on 03/08/2023

the delivery be-comes impossible and thecustomer has a legitimate interest in refusing
partial delivery. If this is not the case, thecustomer is obliged to pay such portion of thecontractually agreed price as corresponds to thepartial delivery. The same applies in the case in
the case of the supplier’s personal inability toperform (“Unvermögen”). For the rest, section
VII.2. applies.
If the impossibility or inability to perform occurs
during a period where the customer is in defaultof acceptance or if the customer is solely or
clearly for the most part responsible for said
circumstances, the customer continues to be
obliged to render the consideration.
7. DMG MORI shall not be liable for any loss ordamage whatsoever, including loss of income
and/or
profits,
incidental,
specialorconsequential damages resulting from DMG
MORI’s delayed shipment or delivery of theGoods for any reason whatsoever. Any claims for
shortages or claims that the Goods shipped isother than that which was ordered or claims fordamages 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 theGoods at Buyer's plant or place of business.
8. Any further claims arising from the delay indelivery are exclusively subject to theprovisions in section VII.2 of these Terms andConditions.
IV.

Passing of risk, commissioning, acceptance andapproval, performance by third parties
1. The risk passes to the customer as soon as the
goods to be delivered have left the supplier plant,even in the case that partial deliveries are madeor the supplier has agreed to also perform other
ser-vices such as delivery and hand-over or
installation or has accepted to pay the costs ofdispatch. Any agreed upon acceptance andapproval of the goods must take place without
undue delay (“unverzüglich”) on the date ofacceptance and approval or otherwise, if the firstalternative is infeasible, after notification by the
supplier of the readiness for acceptance andapproval. The customer is not allowed to refuse
acceptance and approval of the goods in the caseof a minor defect.
2. The supplier is allowed to assign the claim to his
financing partner. The financing partner as theowner of the claim is entitled to have thecommissioning of any delivered machine done bya third party designated by him if he holds that
this is necessary for collecting the as-signed
claim. The customer can reject such third party
for good cause (e.g. lacking skill or qualification)
without undue delay (“unverzüglich”). Otherwise,
the commissioning will be made by said third

party.
3. If the dispatch resp. the acceptance and approval
are delayed or omitted for reasons not attributable
to the supplier, the risk passes to the customer
from the day of notification of the readiness for
dispatch resp. the readiness for acceptance andapproval. The supplier undertakes to take out atthe customer’s expense such insurance policies as
are requested by the customer.
4. Partial deliveries are permissible only to theextent that they are reasonably acceptable forthe customer.
V.

Reservation of title
1. The supplier reserves title to the delivered goods
until all payments under the supply contract havebeen received. If installation or assembly services
are to be performed, title to the delivered goods
will only pass to the customer after receipt of the
remuneration
payablefortheinstallation/assembly resp. of such portion of the payment as
corresponds to the installation/ assembly
services.
2. The supplier is entitled to insure the delivered
goods at the customer’s expense against theft,breakage, damage by fire, water or otherdamage unless the customer has demonstrably
taken out such an insurance policy himself.
3. The customer may only sell, pledge or transfer
title to the delivered goods with the prior writtenconsent of the supplier. In the case of an
attachment or seizure or other disposal by third
parties, the customer is obliged to inform the
supplier without undue delay (“unverzüglich”).
4. In the case that the customer is in breach of thecontract, in particular in the case of non-payment
despite maturity, the supplier is entitled towithdraw from the contract as is provided for by
the statutory provisions and to claim return of thedelivered goods relying on both the reservationof title and the withdrawal. Neither the fact thatthe supplier invokes the reservation of title nor the
seizure of the delivered goods by the suppliermust be deemed to constitute withdrawal fromthe contract.
5. If the customer resells the delivered goods in theordinary course of business, the customer
already now assigns to the supplier any and all
claims up to the final invoice amount (including
VAT) which will accrue and will be owing to him byhis own customers or third parties from the resale,
regardless of whether the delivered goods havebeen resold be-fore or after they have beenprocessed. The customer is still entitled to collectthese claims even after the assignment. This iswithout prejudice to the supplier’s right to collectthe claim himself. However, the supplier
undertakes to abstain from collecting the claims
as long as the customer satisfies his payment

DMG MORI Terms and Conditions for the supply of machine tools for domestic business – As amended on 03/08/2023

obligations out of the amounts collected by him
and, in particular, as long as no petition in insolvency has been filed and the customer has notceased payments. However, if this is the case,the supplier may demand the customer todisclose and specify to him the assigned claims
and the respective debtors, to provide all
information required to collect the claims, to handover the corresponding documents and to notify
the debtors (third parties) of the assignment.
6. Any processing or transformation of the delivered
item by the customer is always deemed to be
carried out for and on behalf of the supplier. If thede-livered item is processed together with otheritems not belonging to the supplier, the supplier
will share title to, and become co-owner of the
new item in the proportion of the value of thedelivered item to that of the other processed
items at the time of the processing. Apart from
that, the item generated by the processing issubject to the same regulations as the goods
delivered subject to reservation of title.
7. If the delivered item is inseparably mixed withother items not belonging to the supplier, thesupplier will share title to, and become co-ownerof the new item in the proportion of the value of thedelivered item to that of the other mixed items at
the time of the mixing. If the mixing is made in theway that the item of the customer must be
considered as the main item, the parties are
deemed to have agreed that the customertransfers to the supplier pro rata ownership of the
new item. The customer retains the so generated
sole- ownership or co-ownership item for the
supplier.
8. The customer assigns to the supplier those claims
by way of security for the supplier’s claim whicharise against a third party from the union of thede- livered item with a real estate.
9. The supplier undertakes to release, upon thecustomer’s request, the security provided to him
to the extent that the value of the security
exceeds the claims to be secured by more than
20%. The part of the security to be released ischosen by the supplier in its sole discretion.
10. If a petition in insolvency is filed, the supplier will
be entitled to withdraw from the contract anddemand immediate return of the delivered goods.

VI.

Warranty

The supplier gives a warranty of quality and titleof the delivered goods excluding at the same time
any further rights and claims of the customer –subject to the provisions in section VII. – as is
described in the following:
Defects of quality of new delivered goods:

1. All parts which prove to be defective within 12
months from delivery due to any circumstancehaving occurred before the passing of the risk
must, at the supplier’s choice, either be
subsequently improved or substituted by new
goods. The supplier must be informed of any
detected defects in writing without undue delay(“unverzüglich”). Any parts that have been
substituted become the property of the suppliers.
2. The customer is obliged, after consultation withthe supplier, to grant to the supplier the time andopportunity which the suppliers considers
necessary for any subsequent improvements or
substitute deliveries; otherwise, the supplier isreleased from the liability for any consequences
resulting therefrom. Only in urgent cases where
the operating safety is endangered or for theprevention of unreasonably high damage, inwhich case the supplier has to be in-formed
immediately, the customer will be entitled to
remedy or eliminate the defect himself or throughthird parties and to claim reimbursement of thenecessary expenses incurred thereby.
3. If and to the extent that the complaint proves tobe justified, the supplier bears the expenses
necessary for the replication, to the extent that his
does not entail a disproportionate burden on the
supplier. In case of the sale of a newly
manufactured item, the supplier also replaces theexpenses incurred by the costumer in the supply
chain as part of recourse claims in the scope of
its statutory obligation.
If the customer relocates the delivered goods, inwhole or in part, from the contractually agreed
place of installation to another place, thecustomer will bear any additional costs incurred
as a result of such relocation, including but notlimited to any additional travelling expenses
incurred by the supplier.
4. In the event of a justified complaint, the supplierbears the necessary costs for the rectification of
defects, unless there is a disproportionate
burden on the supplier.
5. The customer is entitled to withdraw from thecontract within the limits of the law if the supplier,in consideration of the exemptions provided forby law, fails to duly fulfill his obligations within agrace period granted to him for the purpose of
subsequent improvement or substitute delivery
due to a defect of quality. In the case of a minor
defect, the customer will only be entitled to reducethe contractually agreed price. Apart from that,the right to reduce the contractually agreed priceis excluded.
6. Any further rights and claims are exclusively
governed by section VII.2 of these Terms andConditions.
7. The warranty is in particular excluded in thefollowing cases: Unsuitable or improper use,

DMG MORI Terms and Conditions for the supply of machine tools for domestic business – As amended on 03/08/2023

in- voked industrial property rights or
copyrights
without
undue
delay(“unverzüglich“)• the customer supports and assist the
supplier to a reasonable extent in the
defence against the asserted claims resp.
enables the supplier to carry out
modification measures according tosection VI.10,• the right to take all defence measures
including out-of-court settlements isreserved to the sup- plier,defective
installation/assembly
resp.
commissioning by the customer or third parties,
regular wear and tear, defective or carelesstreatment, improper maintenance, unsuitable
operating means or facilities, defective
construction work, unsuitable building ground,chemical, electrochemical or electric influences –unless the supplier is responsible for suchcircumstances.
8. If the customer or a third party carries out thesubsequent improvement improperly, thesupplier will accept no liability for theconsequences resulting therefrom. The same
applies to any changes made to the delivered
goods without the prior consent of the supplier.

Special regulation for defects of quality of used goods
9. Notwithstanding the preceding provisions, thewarranty for defects of quality of used goods is
excluded. This does not apply in the case of any
fraudulently concealed defects or the breach of aguarantee. Apart from that, the contractual rights
and claims of the customer remain unaffectedeven in the case of delivery of used goods.
10. In the event of the Supplier and the Customer
agreeing upon a warranty for used supplied items
in individual cases, deviating from the foregoing
Section 1, the provisions of Sections VI.1 to VI.8
shall apply accordingly.
Defects of title
11. If the use of the delivered goods entails an
infringement of industrial property rights or
copyrights in Germany, the supplier generally willprocure for the customer at the supplier’s
expense the right to continue the use of thedelivered goods or will modify the delivered goods
in a manner which is reasonably acceptable forthe customer to the effect that the infringement of
the protective rights is eliminated. If this cannot bedone at economically reasonable conditions orwithin a reasonable period, the customer will beentitled to withdraw from the contract. In thecircumstances stated above, also the supplier will
be entitled to withdraw from the contract.
In addition, the supplier will indemnify thecustomer from any and all undisputed claims andclaims of the owner of the respective protective
right that have been established by a final nonappealable court decision (res judicata).
12. The supplier’s obligations in the case of an
infringement of industrial property rights or
copyrights are exhaustively specified in section
VI.11, subject to the provisions of section VII.2.
They only apply if• the customer informs the supplier of any• the defect of title is not based on an
instruction of the customer and• the infringement of the right was notcaused by any unauthorized modificationof the delivered goods or by any use of thedelivered goods contrary to the contract.
VII.

Liability

1. If the delivered goods cannot be used by thecustomer as agreed in the contract due to the
supplier’s fault as a result of any omitted or
defective execution of pre-or post-contractual
proposals or recommendations or due to thebreach of any other ancillary duties under thecontract, including but not limited to the duty toprovide instructions for the operation andmaintenance of the delivered goods, theprovisions contained in sections VI. and VII. 2
apply mutatis mutandis; any further rights andclaims of the customer are excluded.
2. The supplier is only liable – regardless of thelegal cause – for any damage other than thatcaused to the delivered goods as such:• in the case of intentional conduct,• in the case of grossly negligent conduct of
the owner / officers or executive bodies(“Organe“) or executive employees,• in the case of intentional or negligent injury
of the life or limb or health,• in the case of fraudulently concealed
defects or defects for which the supplierhas given a guar- antee of non-existence,• in the case of defects of the delivered
goods if and to the extent that the liability
for personal in- jury or damage to privately
used property is based on the“Produkthaftungsgesetz”(GermanProduct Liability Act).
In the case of an intentional or negligent breachof fundamental duties under the contract, thesupplier will also be liable for gross negligence of
non-executive employees as well as for slight
negligence, in the latter case the liability will
however be limited to the reasonably foreseeabledamages typically occurring with contracts of thekind in question.

DMG MORI Terms and Conditions for the supply of machine tools for domestic business – As amended on 03/08/2023

Any further claims are excluded.
VIII.

Limitation
All claims of the customer – regardless of thelegal cause on which they are based – become
time-barred after expiry of 12 months. This also
applies to the limitation period of recourse claimsin the supply chain according to § 445b para 1
German Civil Code (BGB), provided that the lastcontract in this supply chain is not a consumer
goods purchase. The expiry suspension
according to § 445b para 2 German Civil Code
(BGB) remains unaffected. In the case of
intentional or fraudulent conduct and in the caseof claims under the “Produkthaftungsgesetz“(German Product Liability Act“), the limitation
periods prescribed by law will apply. They also
apply to defects of a construction (“Bauwerk”)
and for delivered goods which, according to theirregular purpose, have been used for aconstruction (“Bauwerk”) and have caused thedefect of such construction (“Bauwerk”).

IX.

together with their documentation. It will be
provided for use on the delivered goods destinedfor such purpose. It is forbidden to use thesoftware on more than one system.
The customer is only allowed to copy, adapt, modify
or translate the software or transform it from theobject code to the source code to the extent
permitted by law (§ 69 a et seqq. UrhG – German
Copyright Act). The customer undertakes not toremove or modify without the prior explicit consent
of the supplier any manufacturer information
including but not limited to any copy-right notes.
All other rights in the software and the
documentations including any copies thereof
remain the property of the supplier resp. of the
supplier of the software. Any grant of sublicences
is forbidden.

Use of software
If and to the extent that the delivered goods
include software, the customer is granted a nonexclusive right to use the delivered goods

X.

Applicable law, place of jurisdiction

1. All legal relations between the supplier and thecustomer are exclusively governed by the law of
the Federal Republic of Germany applicable tothe legal relations between German parties.
2. The competent court at the supplier’s domicile will
have jurisdiction. The supplier is however also
entitled to sue the customer at the customer’s
principal domicile

DMG MORI Terms and Conditions for the supply of machine tools for domestic business – As amended on 03/08/2023