General terms and conditions on Customer after sales services andspare parts delivery of DMG MORI in Hungary
1.

General provisions
The following terms and conditions shall apply to all current and future after sales services of our company(“Supplier”) provided to customers not qualifying as consumers pursuant to Article 8:1, section (1), point 3of the Civil Code (“Costumer”), in relation to the repair, maintenance and other services (collectively“Services” or “Repair Services”) as well as the delivery of spare and replacement parts (“Parts” or “Part”).
Supplier hereby explicitly refuses any terms differing or contrary to the terms and conditions hereinsuggested by the Customer, regardless of the fact whether the Supplier expressly and repeatedly refused
the same upon notification thereof. A contract shall only come into force with the Supplier’s written orderconfirmation by letter, fax or email, unless the contract is concluded orally through the Supplier’s service
hotline.

2.

Customer’s cooperation and technical assistance

2.1.

The Customer shall provide at his own risk and expense assistant staff (in adequate number and for thenecessary period of time), and, if so agreed, tools, lifting devices with operating staff as well as all materials
and equipment necessary for due performance of the Supplier’s Services. Also, the Customer shall provide
the Supplier’s staff with a dry and lockable room for the safe storage of delivery parts, tools, clothes andother valuables of the staff. The Customer is responsible for his assistant staff following the service
manager’s instructions, however the Supplier shall not be liable for any damage caused by the Customer’s
assistant staff. For any respective damage caused by the assistant staff due to the service manager’s
instruction; section 18 shall apply.

2.2.

In the event that any of the Supplier’s materials, tools or devices are damaged or lost at the Customer’s
work-site, the Customer shall be liable to replace them.

2.3.

The Customer shall be obliged to take reasonable care for the safety in the workplace, the compliance with
relevant safety regulations and appropriate working conditions. In particular, the Customer shall thoroughly
clean machines to be repaired by Supplier. The Customer shall instruct the Supplier’s working staff about
specific safety regulations in his workplace.

2.4.

If necessary, the Customer shall procure internal work authorizations, certifications and the like at his own
expense.

3.

Prices and terms of payment

3.1.

Unless expressly agreed otherwise in writing, the Customer shall make payments according to the Supplier’sschedule of prices and services for Repair Services/Services which is available for the Customer at theSupplier in an electronic format at any time. The Supplier shall be entitled to issue an invoice for the amountof 90% of the Services carried out at any time.

3.2.

Used parts, materials and special services, as well as costs for travelling and accommodation of the
Supplier’s staff shall be charged separately in the invoice. If Services are carried out on the basis of a binding
cost estimate, reference to such cost estimate in the invoice shall suffice; however, deviations from the costestimate shall be listed separately.

3.3.

Unless expressly agreed otherwise in writing, prices are ex-works (Incoterms 2010), excluding costs ofpackaging. Statutory VAT shall be added.

3.4.

If the Customer fails to make payment on the due date, the Customer shall be subject to a late payment
interest defined in Article 6:155 of the Civil Code as late payment interest applicable to business entities
from the due date, plus additional costs will be charged to the Customer arising in relation to the latepayment, including but not limited to the provisions set forth under Act IX of 2016.

3.5.

Unless expressly agreed otherwise, payment for Services and deliveries of Parts is due within 8 days uponreceipt of invoice without any discount and shall be transferred to the Supplier’s bank account.

3.6.

The Customer shall be entitled to offset or to claim retainer rights only to the extent to which his counterclaim
is acknowledged, undisputed or assessed in a legally binding judgment.

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General Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Hungary – valid from 10/2020

4.

Unfeasibility of Repair Service/ Service orders

4.1.

In the event that Repair Services/Services are unfeasible for reasons not attributable to the Supplier, any
expenses, in particular such expenses for fault diagnostics needed for a price offer and additional costs andexpenses triggered and documentable by the Supplier, shall be borne by the Customer. This provisionparticularly applies to the following circumstances:•
if the alleged fault did not occur during the fault diagnostics,•
if the Customer wrongfully fails to meet the agreed service date,•
if the Customer terminates an order in process,•if the Parts required cannot be obtained in due time.

4.2.

The Supplier shall only be obliged to put back the serviced/repaired item in its original state upon the
Customer’s express request and at Customer’s expense. This does not apply if and to the extent to which
the Supplier’s Services prove not necessary.

4.3.

If Repair Services/Services are not feasible, the Supplier shall not – irrespective of the legal ground – beliable for damages of the serviced/repaired item, breach of non-fundamental contractual obligations anddamages not caused to the serviced/repaired item itself. In the event of intent or gross negligence of the
Supplier or his organs or executive staff, or breach of a fundamental contractual obligations, the Suppliershall be liable according to the provisions of applicable law. If the Supplier is in breach of a fundamental
contractual obligations (i.e. obligations, the fulfillment of which is essential for due performance of thecontract and on the compliance of which the other party relied or may rely), his liability, except he or hisorgans of executive staff act intentionally or grossly negligent, shall be limited to the typically foreseeabledamage.

5.

Travel and incidental expenses

5.1.

Travel and incidental expenses incurred by service personnel will be invoiced to the customer based on aflat call-out rate. The flat call-out rate will be charged per service technician for each service call. For service
calls on weekends or public holidays, the flat call-out rate will be billed per attendance.

5.2.

The flat call-out rate includes all incidental service costs (travel times, kilometres, expense allowances, etc.),
but not accommodation expenses. Expenses incurred for incoming or outgoing international air travel will be
invoiced to the customer at cost.

6.

Service expenses

6.1.

The contractor calculates its service personnel’s duration of attendance at site on the basis of the scheduleof prices and services applicable at that time and available from the contractor at any time.

6.2.

Expenses incurred for any interruptions of Services or exceedance of agreed time limits for completion ofServices not attributable to the Supplier shall be borne by the Customer.

6.3.

Upon completion of Services, but not later than upon completion of each workweek, the Customer shallapprove the working hours of the Supplier’s staff on the Supplier’s time sheet.

7.

Time of performance and delay of Services

7.1.

Time periods specified by the Supplier within which Repair Services/Services are to be carried out are basedon estimates only and are, therefore, not binding. The Customer may only demand an agreement on abinding time period for Repair Services/Services if the extent of the works is precisely determined, theSupplier is able to provide necessary Parts in time, agreement on the extent of the Customer’s duties ofcooperation has been achieved and, if necessary, the Customer has obtained permits of competentauthorities. The binding period for Repair Services/Services shall commence on the day the Supplier andthe Customer agree that the aforementioned requirements are met, the Supplier has free access to thelocation where the Repair Services/Services shall be carried out, and the Customer has given clearance for
the Repair Services/Services to commence. The clearance protocol shall be documented in a minutes, whichshall state the commencement date and shall be signed by the Supplier and the Customer.

7.2.

If the Customer requires an extension of the Repair Services/Services or additional Repair Services/Services
become necessary, the time period shall be extended accordingly.

7.3.

If Services are ready for acceptance within the time period or, if a test run is scheduled, the test run is readyto commence, the time period shall be deemed met.

7.4.

In the event of Force Majeure, labour conflicts impacting the whole or major part of the work site or otherevents beyond the Supplier’s control, the time period shall be extended accordingly.

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General Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Hungary – valid from 10/2020

7.5.

If the Supplier’s failure to provide Services in good time results in a damage to the Customer, the Customer
shall be entitled to demand a lump sum compensation. This compensation shall be 0,5 % for each completed
calendar week, but in total no more than 5 % of the Repair Service/Service price of this part of the item tobe serviced by the Supplier that cannot be used due to the delay.

7.6.

If the Supplier does not carry out the agreed Services in good time, the Customer may withdraw from thecontract in full compliance with the applicable laws, provided, if statutory exceptions do not apply, theCustomer has specified after the due date, without result, an additional period for performance. Further
claims for delay shall be subject to section 18.

8.

Acceptance

8.1.

If the Supplier notifies the Customer on the completion of the Services, or, if pre-agreed in the Repair
Service/Service contract, a test run has been completed, the Customer shall be obliged to accept thecompleted Services. If the Repair Services/Services prove not being in conformity with the contract, theSupplier shall cure the defect, unless the defect is minor or attributable to the Customer. Acceptance may
not be refused by reason of minor defects.

8.2.

Services shall be deemed accepted, if the Customer, for reasons not attributable to the Supplier, does not
accept the Repair Services/Services within 2 weeks upon notification of completion or puts the equipment
or machine into operation.

8.3.

Upon acceptance of the Repair Services/Services, the Supplier’s liability for obvious defects shall be
excluded, unless the Customer has expressly reserved his rights with regard to the respective defect.

9.

Implied warranty for Repair Services/ Services

9.1.

Upon acceptance of the Repair Services/Services, in accordance with sections 9.4 and 18,the Supplier shall,to the exclusion of any further claims of the Customer, be obliged to remedy the defect. The Customer shallgive written notice of the defect to the Supplier without undue delay. The Customer shall not be entitled todemand cure, if the defect is minor or attributable to the Customer, in particular if the defect arises from any
spare part provided by the Customer. The Customer shall allow reasonable time and opportunity for the
Supplier to remedy the defect. Replaced parts shall become property of the Supplier.

9.2.

The Supplier shall not be a liable for any defects that arise from alterations, repairs or maintenance worksof the serviced item by the Customer or third parties without the Supplier’s prior approval. The Customer,
however, shall be entitled to remedy the defect himself or by third parties and demand reimbursement of thenecessary expenses from the Supplier, if there is a danger to operational safety or an imminent threat ofextensive damage or, in case statutory exceptions do not apply, if a reasonable period for cure specified by
the Customer has been expired without result.

9.3.

In the event of justified complaint, the Supplier bears the necessary cost for the rectification of defects,
unless there is a disproportionate burden on the Supplier.

9.4.

If the Supplier does not remedy the defect, then, if statutory exceptions do not apply, after a reasonable set
period of time to provide remedy under the implied warranty, the Customer may reduce the price, in fullcompliance with the applicable laws. Customer shall only be entitled to withdraw from the contract if he has
no interest in remedying the defect despite reducing the price, which can be evidenced. Any further liability
shall be subject to section 18.

9.5.

If during the enforcement of the implied warranty claim it turns out that the alleged defect does not result
from the technical problem for which the Services were rendered, then implied warranty claims are refused
and the Customer shall reimburse the Supplier’s documented expenses.

9.6.

The Supplier shall be under no implied warranty obligation in respect of any defects of the Services if thedefect is•due to willful damage, incorrect connections or incorrect operation,•
Force Majeure (e.g. lighting bolts),•
tear and wear due to overuse of mechanical and/or electronic items or•extraordinary mechanical, chemical or atmospheric influences.

9.7.

Subject to the provisions of section 13, any implied warranty claims relating to the Supplier’s Repair
Services/Services carried out at the Customer’s work-site shall become statute-barred within 12 months.
This limitation period shall commence after acceptance of the Services or installation of the serviced item.

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General Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Hungary – valid from 10/2020

10.

Repair, maintenance and overhaul of defective parts at the Supplier’s work-site

10.1. Any expenses arising from transporting the serviced item for repair to and off the Supplier’s or his
subcontractor’s work-site shall be borne by the Customer.
10.2. The risk of transportation shall be borne by the Customer. At the Customer’s request and costs, the Suppliershall arrange for insurance against damages in transit by reason of theft, breakage, fire and the like.
10.3. During Repair Services at the Supplier’s or his subcontractor’s work-site, there shall be no insurance
coverage. The Customer shall be responsible to maintain insurance coverage for the serviced item regarding
fire, mains water, storms, machine breakage and the like, unless insurance coverage for such risks is
expressly requested and paid for by the Customer.
10.4. If acceptance of the serviced item is delayed, the Supplier shall be entitled to charge the Customer for the
storage of the respective item at his or his subcontractor’s work-site. The Supplier shall be entitled to store
the serviced item otherwise. Any storage shall be at the risk and costs of the Customer.
11.

Delivery of spare or replacement parts with or without installation
The following provisions shall apply to any such delivery or installation (if needed) of spare and replacement
parts (“Parts”) not being subject to a repair or service order with regard to delivery time, delay in delivery,
implied warranties and passing of risk:

11.1. The Customer shall be responsible for the correct specification and technical description of the Part to bedelivered by the Supplier. Any advice of the Supplier on the suitability of the ordered Part shall not be binding
and the Supplier’s liability to that effect shall be excluded as the Supplier accepts orders for delivery of Parts
without prior inspection of the machine in which the Part is to be installed.
11.2. The parties shall agree on the delivery time. The agreed delivery time shall only be binding for the Supplierif all commercial and technical matters have been settled between him and the Customer and the Customer
has fulfilled all contractual obligations; otherwise, the delivery time shall be extended accordingly, provided
such delay is not attributable to the Supplier.
11.3. The Supplier shall only be obliged to adhere to the agreed delivery time, if the Supplier’s presuppliers andthe part manufacturers deliver the Part in due time. Delivery time shall be deemed met by the Supplier when,prior to the expiry of the deadline, the Part has been shipped from the Supplier or directly from the presupplierto the Customer, or the Customer has been notified that the Part is ready for dispatch. In the event of Force
Majeure, labour conflicts impacting the entire work-site or a significant part thereof, or other events beyond
the Supplier’s control, the delivery time shall be extended accordingly. The Supplier shall notify the Customerof the beginning and the end of such circumstances as soon as possible.
11.4. If the Supplier’s failure to deliver the Parts in good time results in a damage to the Customer, the Customer
shall be entitled to demand a lump sum compensation at the amount of 0,5 % for each completed calendar
week, but in total no more than 5 % of the value of the Parts delivered in delay. If the Supplier does notdeliver the Parts in good time, the Customer may withdraw from the contract, in full compliance with theapplicable laws, provided, if statutory exceptions do not apply, the Customer has specified after the duedate, without result, an additional period for delivery. Upon the Supplier’s request, the Customer shall declarewhether he will exercise his right to withdraw from the contract. Further claims for delay shall be subject tosection 18.3.
11.5. The risk of loss or damage will pass to the Customer upon dispatch of the Part. That shall also apply in caseof partial delivery or if the Supplier transports the Part to the Customer or bears the costs for the transport.
12.

Implied warranty for new parts

12.1. If new Parts, upon passing of risk, are defective for a reason existing prior to the passing of risk, the Supplier– at his discretion – shall be obliged to remedy the defect free-of-charge or deliver a new Part free of defect.
The Customer shall give written notice of the defect to the Supplier without undue delay. Replaced parts
shall become property of the Supplier.
12.2. The Customer shall allow reasonable time and opportunity for the Supplier to remedy the defect or to delivera Part free of defects; otherwise, the Supplier’s liability shall be excluded.
12.3. In the event of justified complaint, the Supplier bears the necessary cost for the rectification of defects,
unless there is a disproportionate burden on the Supplier.

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General Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Hungary – valid from 10/2020

12.4. If the Supplier does not remedy the defect or deliver a new Part free of defect, then, if statutory exceptions
do not apply, after a reasonable set period of time, the Customer may withdraw from the contract, in fullcompliance with all applicable laws. If the defect is minor, the Customer shall only be entitled to acorresponding price reduction. Apart from that, the right to reduce the price shall be disclaimed. Any further
liability shall be subject to section 18.3.
12.5. The Supplier shall not be liable in particular for unsuitable or improper use, defective assembly, installation
or operation of the Customer or third parties, fair wear and tear, defective or negligent handling, improper
maintenance, unsuitable operating material, defective structural work, improper foundation, chemical,
electro-chemical or electronic influences, provided, these circumstances are not attributable to the Supplier.
12.6. The Supplier shall not be liable if the Customer or a third party repairs, maintenance and service works thePart. The same applies to any modifications carried out on the spare or replacement parts supplied by the
Supplier, without the Supplier’s prior written approval.
12.7. Any implied warranty claims relating to the delivery of new Parts shall become statute-barred within 12
months. This limitation period shall commence after acceptance or installation of the Part by the Customer,
but not later than 1 month after delivery.
13.

Implied warranty for used spare or replacement parts
Unless agreed otherwise, any warranty claims relating to the delivery of used spare or replacement parts
shall become statute-barred within 6 months. This limitation period shall commence after acceptance or
installation of the used Part by the Customer, but not later than 1 month after delivery. The foregoingprovisions shall not apply in the event of fraudulent concealment of a defect or if an explicit guarantee has
been given. Apart from that, the enforcement of other claims arising out of the provisions herein shall remain
unaffected.

14.

Infringement of intellectual property rights of third parties
If the use of the Parts is in breach of domestic intellectual property rights of third parties, the Supplier, at his
own expense, shall either provide the Customer with the right to use the respective Part or modify the Partaccording to the Customer’s instructions to the effect that the infringement of intellectual property rights nolonger persists. If that is not possible under reasonable economical conditions or within a reasonable time
period, the Customer shall be entitled to withdraw from the contract. Supplier shall also be entitled towithdraw from the contract provided that the referred conditions are met. Also, the Supplier shall indemnify
and hold the Customer harmless against intellectual property right claims of third parties being
acknowledged, undisputed or assessed in a legally binding judgment. Subject to the provisions of section
18, the Supplier’s foregoing obligations in the event of an infringement of intellectual property rights shall beconclusive 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 the delivered part to the effect that an
infringement of intellectual property rights no longer persists; that the Supplier shall reserve the right to all
defence measures in and out of court; 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.

15.

Retention of title

15.1. The Supplier retains title to all accessories, spare or replacement parts used or delivered until receipt of all
payments being due to the respective delivery or service contract.
15.2. In case of breach of contract by the Customer in particular a delay in payment, the Supplier shall be entitled
to take possession of the item following a prior notification and the Customer shall be obliged to surrender
the item. Neither the enforcement of the retention of title nor the attachment of the item by the Supplier shallbe deemed as withdrawal from the contract.
15.3. The Customer may resale the Parts delivered in the course of his regular business. For this case, theCustomer hereby assigns all claims for the entire invoiced amount (including VAT) arising out of such resaleor use for services to the recipient or third parties, irrespective of whether the goods have been processed
prior or not prior to their resale, to the Supplier. Notwithstanding the Supplier’s right to claim direct payment,
the Customer shall be entitled to receive the payment on the assigned claims. To this end, the Supplier
agrees not to demand payment on the assigned claims to the extent the Customer complies with all his
obligations for payment, is not in delay with payment, and does not become subject to an application for
insolvency or to any stay of payment; in these events, however, the Supplier shall be entitled to demand that
the Customer disclose to the Supplier the assigned claims and the respective debtor and provide theSupplier with all information and documents necessary for debt collection and notify the debtors (third
parties) of the assignment.

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General Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Hungary – valid from 10/2020

15.4. The Customer shall also assign to the Supplier such claims which arise against third parties from theincorporation or combination of the item into or with real estate or moveables.
15.5. If the foregoing securities exceed the secured claims by more than 20 %, the Supplier, at his own discretion,
shall return to the Customer such securities upon the Customer’s request.
15.6. Upon the opening of insolvency proceedings, the Supplier shall be entitled to withdraw from the contract anddemand the Customer to allow to take immediate possession of the item.
16.

Processing of replacement parts

16.1. Prices for replacement parts are subject to the Customer transferring to the Supplier the property of an
according, repairable used part as replacement. If the used part is not received by the Supplier within 2
weeks after the risk relating to the replacement part passing to the Customer, the Supplier shall be entitled
to charge the price for a new part. The used part shall be shipped to the Supplier’s work-site “Carriage
Insurance Paid” (CIP Incoterms 2010) or, from abroad, “Delivered Duty Paid” (DDP Incoterms 2010).
16.2. If a return delivery note is missing, the used part will be returned unidentified to the Customer. If the Customer
refrains from specifying the defect of the returned part, an inspection fee of 50.00 EUR shall be charged.
17.

Return of unused spare parts

17.1. If, in a case where upon placing the order it was not certain as to which spare part is suitable, the Customer has– in explicit prior coordination with the Supplier – ordered several spare parts for the purpose of reducing thetime for repairing and servicing, such Customer has the right, with respect of the not required spare parts, towithdraw from the order within 4 weeks. The exercising of such right of withdrawal within the deadline requires
the return of the respective spare parts and the receipt of them by the Supplier or any of its affiliates as designatedby the Supplier within four weeks of the delivery of these spare parts to the Customer. The return is carried out
at the expense and risk of the customer (Carriage Insurance Paid storage place of the Supplier – CIP Incoterms2020). The Customer compensates the Supplier for any impairments of the returned spare part (e.g. signs
of use as a result installation or removal).
17.2. The Supplier may charge the Customer with a fee for inspection and restocking of the returned spare parts.
Such fee amounts to 10% of the price of the respective spare part, but not more than 175 EUR per a sparepart. Redemption of spare parts with a value of less then 65 EUR per item or position shall be excluded;
these spare parts shall not be credited.
18.

Supplier’s liability and limitation of liability

18.1. If the Supplier is responsible for a damage to parts of the repaired/serviced item, the Supplier, at his
discretion and own costs, shall repair the part or deliver a new part, as he sees fit. The Supplier’s liability
shall be limited to the price agreed for the repair. Apart from that, section 18.3 shall apply.
18.2. In the event that – due to the Supplier’s responsibility for omitted or faulty execution of advice given before
or after the contract - in particular instructions on the operation and maintenance of the serviced item ordelivered Parts -, or breach of other non-fundamental contractual obligations, the Customer cannot use thedelivered Parts or Services rendered by the Supplier as agreed upon, the following provisions, to the
exclusion of any further claims of the Customer, shall apply.
18.3. For damages other than to the delivered Parts or the Services themselves for whatever reason, the Suppliershall only be liable in the event ofa)intent,b)gross negligence of the Supplier or his organs or executive staff,c)wrongful damages to life, physical integrity or health,d)fraudulent concealment of damages,e)an explicit guarantee,f)liability for a default of the delivered product according to the Product Liability Act, pursuant to which
the Supplier shall be liable for personal or material damages occurring during private use.
If the Supplier is in wrongful breach of fundamental contractual obligations (i.e. obligations, the fulfillment of
which is essential for due performance of the contract and on the compliance of which the other party relies
and may regularly rely) the Supplier shall also be liable in the event of gross negligence of non-executive
staff and slight negligence. In case of slight negligence, the Supplier’s liability shall be limited to the typicallyforeseeable damages. Any further liability shall be disclaimed.
19.

Statute of limitations
Except for section 13, any claims of the Customer – irrespective of the legal ground – shall become statutebarred within 12 months. With regard to claims for damages pursuant to section 18.3. a) – d) and f), thestatutory periods of limitation shall apply. The statutory periods of limitation shall also apply in relation todefects of a building or if the delivered item has been used for a building in accordance with the normal way
it is used and has resulted in the defectiveness of the building.

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General Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Hungary – valid from 10/2020

20.

Applicable law and jurisdiction; personal data

20.1. The legal relationship between the Supplier and the Customer shall be exclusively governed by the laws of
Hungary as applicable between domestic parties.
20.2. The jurisdiction venue for any potential legal disputes arising shall be the court with jurisdiction at theSupplier’s registered office. However, the Supplier shall also be entitled to take legal action at the Customer’s
registered office.
20.3. The Supplier shall be entitled to save and process the personal data of the Customer’s representatives bymeans of electronic data processing.
The “General terms and conditions on Customer after sales services and spare parts delivery of DMG MORI in
Hungary” are made in Hungarian, English and German languages. In case there is any discrepancy between these
versions, the Hungarian language version shall prevail.

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General Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Hungary – valid from 10/2020