DMG MORI Terms and Conditions for the supply of machine tools for domestic business – As amended on […]General terms and conditions on after sales services and spare parts delivery of DMG MORI
in Bulgaria
1.

General provisions
The following terms and conditions shall apply to all current and future after sales services of our company (“Supplier”)
in relation to the repair, maintenance and other services for machine tools (“Services”) as well as the delivery of spareand replacement parts (“Parts” or “Part”). These terms and conditions shall apply exclusively. Differing or contrary
terms of the Customer shall not apply, unless expressly agreed upon. A contract shall only come into force with the
Supplier’s written order confirmation by letter, fax or email, unless the contract is concluded orally through the
Supplier’s hotline.

2.

Customer’s responsibilities

2.1. The Customer shall provide to the extent necessary at his own risk and expense assistant staff, 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 storageof delivery parts, tools, clothes and the staff’s personal belongings. The Customer is responsible for his assistant staff
following the Supplier’s instructions. The Supplier shall not be liable for any damage caused by the Customer’s
assistant staff, unless the respective damage is due to a Supplier’s instruction; in this case, section 18 shall apply
with regard to the Supplier’s liability.
2.2. In the event that any of the Supplier’s materials, tools or devices are damaged or destroyed at the Customer’s worksite, the Customer shall be liable for damages to the Supplier to the extent to which the Customer is responsible forthe loss or damage occurred.
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 work- ing 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, ID cards 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 which the Customer may request from the Supplier at any time. The Supplier shallbe entitled to instalments up to the amount of 90 % of the Services carried out.
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 cost estimate shall be listed
separately.
3.3. Unless expressly agreed otherwise in writing, prices are ex-works (Incoterms 2010), excluding costs of packaging
and statutory VAT.
3.4. If the Customer fails to make payment on the due date, the Supplier shall be entitled to charge the Customer intereston the amount unpaid, at the rate of 8 % p.a. above the respective base interest.
3.5. Unless expressly agreed otherwise, payment for Services and deliveries of Parts is due within 10 days upon receipt
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.
4.

Unfeasibility of Services

4.1. In the event that Services are unfeasible for reasons not attributable to the Supplier, any expenses, in particular such
expenses for fault diagnostics, shall be borne by the Customer. This provision particularly applies to the following
circumstances:•
if the alleged fault did not occur during the fault diagnostics,•
if the Customer 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 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 Services are not feasible, the Supplier shall not – irrespective of the legal ground – be liable for damages of theserviced item, breach of non-fundamental contractual obligations and damages not caused to the serviced item itself.
In the event of intent or gross negligence of the Supplier or his organs or executive staff or breach of fundamental
contractual obligations, the Supplier shall be liable according to the provisions of applicable law. If the Supplier is inGeneral Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Bulgaria – as amended on 06/2016

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breach of fundamental contractual obligations (i.e. obligations, the fulfilment of which is essential for due performanceof the contract and on the compliance of which the other party may regularly rely), his liability, except he or his organs
or executive staff act intentionally or grossly negligent, shall be limited to the typically foreseeable damage.
5.

Travel expenses

5.1. Travel expenses comprise train/flight costs of the Supplier’s staff, costs of transport and transport insurance for staff’s
personal luggage, costs for necessary tools, costs for visa procurements, prescribed medical and sanitary checks
and further cross-border related costs. These travel expenses shall be borne by the Customer.
5.2. Travel expenses also include costs for staff’s tariff-based journeys between home and the Customer’s work-site
during Service periods.
5.3. Mileage allowances for use of vehicles shall be charged according to the Supplier’s schedule of prices and services
which the Customer may request from the Supplier at any time. The means of travel is chosen at the Supplier’s
equitable discretion. Unless agreed otherwise, the Supplier’s staff may travel business class on long-haul flights (4hours and over).
5.4. If the Supplier’s staff is accommodated more than 2 km away from the Customer’s work-site, daily costs for arrivaland departure will be charged as travel expenses.
6.

Service expenses

6.1. The Supplier calculates journey times and the duration of on-site Services on the basis of his schedule of prices andservices which the Customer may request from the Supplier at any time.
6.2. Expenses incurred for any interruptions of Services or exceedance of agreed time limits for completion of Services
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 shall approve theworking 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 Services are to be carried out are based on estimates only andare, therefore, not binding. The Customer may only demand an agreement on a binding time period for Services if
the extent of the works is precisely determined, the Supplier is able to provide necessary Parts in time, agreement on
the extent of the Customer’s duties of cooperation 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 theCustomer agree that the aforementioned requirements are met, the Supplier has free access to the Customer’s site
and the Customer has given written clearance for the Services to commence. The clearance protocol shall state thecommencement date and be signed by the Supplier and the Customer.
7.2. If the Customer requires an extension of the Services or additional Services become necessary, the time period shallbe 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 ready tocommence, the time period shall be deemed met.
7.4. In the event of Force Majeure, labour conflicts or other events beyond the Supplier’s control, the time period shall be
extended accordingly.
7.5. If the Supplier’s failure to provide Services in good time results in a damage to the Customer, the Customer shall beentitled to demand a lump sum compensation. This compensation shall be 0,5 % for each completed calendar week(starting after completion of 2 weeks of delay), but in total no more than 5 % of the Service price of this part of theitem to be 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 rescind (развали)from thecontract, provided, the Customer has specified after the due date, without result, an additional period for performance.
Upon the Supplier’s request, the Customer shall declare whether he will exercise his right to rescind from the contract.
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 so agreed, a test run has been
completed, the Customer shall be obliged to accept the completed Services. If Services prove defective, theSupplier shall cure the defect, unless the defect is minor or not attributable to the Supplier. Acceptance may not berefused 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
Services within 2 weeks upon notification of completion or puts the serviced item into operation.
8.3. Upon acceptance of the 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.

Warranty for Services

9.1. Upon acceptance of the Services, notwithstanding sections 9.4 and 18, the Supplier shall, be obliged to remedy thedefect. The Customer shall give written notice of the defect to the Supplier without undue delay. The Customer shall

General Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Bulgaria – as amended on 06/2016

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9.2.

9.3.
9.4.

9.5.
9.6.

9.7.

9.8.

not be entitled to demand cure, if the defect is minor or attributable to himself, in particular if the defect arises fromany material provided by the Customer. The Customer shall allow reasonable time for the Supplier to remedy thedefect. Replaced defective parts shall become property of the Supplier.
The Supplier shall not be a liable for any defects that arise from alterations, repairs or maintenance works of theserviced item by the Customer or third parties without the Supplier’s approval. The Customer, however, shall beentitled to remedy the defect himself or by third parties and demand reimbursement of the necessary expenses fromthe Supplier, if there is a danger to operational safety or an imminent threat of extensive damage or if a reasonable
period for cure specified by the Customer has been expired without result.
Any expenses for installation and removal arising from defective Services shall be borne by the Customer, unless the
Supplier is liable for such expenses pursuant to section 18.
If the Supplier does not remedy the defect after a reasonable set period of time, the Customer may reduce the priceor, if he has no interest in remedying the defect despite reducing the price, rescind from the contract. Any further
liability shall be subject to section 18.
If the alleged defect does not result from the Supplier’s Services, then, to the extent the defect has been remediedby the Supplier, the Customer shall reimburse the Supplier’s expenses accordingly.
The Supplier shall be under no liability in respect of any defects of the Services if the defect is•
Due to willful damage, incorrect connections or incorrect operation,•
Force Majeure (e.g. lighting bolts),•
Tear and wear due to overuse of mechanial and/or electronic items or•
Extraordinary mechanical, chemical or atmospheric influences.
The Supplier shall be obliged to remedy any defect in the Services or operation of the serviced item which has arisen
and has been notified by the Customer to the Supplier within a period of 12 months after the acceptance of theServices or operation of the serviced item by the Customer.
The Supplier shall have no obligation to remedy any defect in the Services or operation of the serviced item that has
not been notified by the Customer within the warranty period provided in section 9.7.

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’sor 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 Supplier shallarrange for insurance against damages in transit by reason of theft, breakage, fire and the like.
10.3. During 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 ofthe respective item at his or his subcontractor’s work-site. The Supplier shall be entitled to store the serviced item
other-wise. Any storage shall be at the risk and costs of the Customer.
11. Delivery of spare or replacement sparts with or without installation
The following provisions shall apply to any such delivery of Parts not being subject to a repair or service order withregard to delivery time, delay in delivery, warranties and passing of risk:
11.1. The Customer shall be responsible for the correct specification of the Part to be delivered by the Supplier. Any adviceof the Supplier on the suitability of the ordered Part shall not be binding and the Supplier’s liability to that effect shallbe excluded as the Supplier accepts orders for delivery of Parts without prior inspection of the machine in which thePart is to be installed.
11.2. The parties shall agree on the delivery time. The agreed delivery time shall only be binding for the Supplier if allcommercial 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 accord-ingly, 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 deliver the Partin 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 presupplier to the Customer, or the Customer has been notified
that the Part is ready for dispatch. In the event of Force Majeure, labour conflicts or other events beyond the Supplier’s
control, the delivery time shall be extended accordingly. The Supplier shall notify the Customer of the begin and theend 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 beentitled to demand a lump sum compensation at the amount of 0,5 % for each completed calendar week (starting
after completion of 2 weeks of delay), but in total no more than 5 % of the value of the Parts delivered in delay. If the
Supplier does not deliver the Parts in good time, the Customer may rescind from the contract, provided, the Customer
has specified after the due date, without result, an additional period for delivery. Upon the Supplier’s request, theCustomer shall declare whether he will exercise his right to rescind from the contract. Further claims for delay shallbe subject to section 18.

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11.5. The risk of loss or damage will pass to the Customer upon dispatch of the Part. That shall also apply in case of partial
delivery or if the Supplier transports the Part to the Customer or bears the costs for the transport.
12. Warranty for new Parts
12.1. If new Parts, upon passing of risk, are defective, the Supplier – at his discretion – shall be obliged to remedy thedefect in the new Part or deliver a new Part free of defect. The Customer shall give written notice of the defect to the
Supplier without undue delay. Replaced defective parts shall become property of the Supplier.
12.2. The Customer shall allow reasonable time for the Supplier to remedy the defect or to deliver a Part free of defects;
otherwise, the Supplier’s liability shall be excluded.
12.3. Any expenses for installation and removal of the Part shall be borne by the Customer, unless the Supplier is liable forsuch expenses pursuant to section 18.
12.4. If the Supplier does not remedy the defect or deliver a new Part free of defect, then, after a reasonable set period oftime, the Customer may reduce the price or, if the defect is not minor, rescind from the contract. Apart from that, theright to reduce the price shall be disclaimed. Any further liability shall be subject to section 18.
12.5. The Supplier shall not be liable for unsuitable or improper use, defective assembly, installation or operation of the
Customer or third parties, fair wear and tear, 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 modifies or repairs the Part without the Supplier’s
approval.
12.7. The Supplier shall be obliged to remedy the defect in the new part or deliver a new part without defect provided thatthe defect of new Parts has arisen and has been notified to the Supplier within a period of 12 months commencing
after the acceptance or operation of the Part by the Customer, but no later than 1 month after delivery.
12.8. The Supplier shall have no obligation to remedy any defect in the new Parts that has not been notified by the Customer
within the warranty period provided in section 12.7.
13. Warranty for used Parts
The Supplier shall be obliged to remedy the defect in the used parts provided that the defect has arisen and has been
notified to the Supplier within a period of 6 months commencing after the acceptance or operation of the used Partby the Customer, but no later than 1 month after delivery. The foregoing provisions shall not apply in the event offraudulent concealment of a defect or if an explicit guarantee has been given. Apart from that, the provisions on
defective Parts shall remain unaffected.
The Supplier shall have no obligation to remedy any defect in the used Parts that has not been notified by the
Customer within the warranty period provided in this section.
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 Part to the effectthat the infringement of intellectual property rights no longer persists. If that is not possible under reasonableeconomical conditions or within a reasonable time period, both the Customer and the Supplier shall be entitled torescind from the contract. 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 ofintellectual property rights shall be conclusive and conditional on the following requirements: that the Customer shallnotify 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 and Parts until receipt of all payments being due to the respective service
or delivery contract.
15.2. In case of breach of contract by the Customer including, but not limited to, delay in payment, the Supplier shall beentitled to take possession of the item and the Customer shall be obliged to surrender the item. Neither theenforcement of the retention of title nor the attachment of the item by the Supplier shall be deemed as rescinding
from the contract.
15.3. The Customer may resale the Part subject to the above retention of title only in the cause of his regular business. For
this case, the Customer hereby pledges all claims arising out of such resale or use for services, irrespective of whether
the goods have been processed or not, 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 todemand payment on the assigned claims to the extent the Customer complies with all his obligations for payment

General Terms and Conditions on after sales services and spare parts delivery of DMG MORI in Bulgaria – as amended on 06/2016

4and does not become subject to an application for insolvency or to any stay of payment; in these events, however,
the Customer shall disclose to the Supplier the assigned claims and the respective debtor and provide the Supplierwith all information and documents necessary for debt collection and notify the debtors (third parties) of theassignment.
15.4. The Customer shall also assign to the Supplier such claims which arise against third parties from the incorporationor combination of the item into or with real estate or movables.
15.5. If the foregoing securities exceed the secured claims by more than 20 %, the Supplier, at his own discretion, shallreturn to the Customer such securities upon the Customer’s request.
15.6. Upon the opening of insolvency proceedings, the Supplier shall be entitled to rescind from the contract and takepossession 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 Customer has received the replacement partfrom the Supplier, 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 refrainsfrom 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 the Customer orders several spare parts and, upon placing of order, he is not certain as to which spare part issuitable, the Customer shall, at his own risk and expenses, return the spare parts not required to the Supplier’s worksite “Carriage Insurance Paid” (CIP Incoterms 2010) within 2 weeks upon completion of the repairs.
17.2. The Supplier may charge the Customer with a 10 % fee for inspection and restocking of returned spare parts, but not
more than 175.00 EUR per position. Redemption of spare parts with a value of below 65.00 EUR shall be excluded;
these spare parts shall not be credited.
18. Supplier’s liability and limitation of liability
18.1. The Supplier's total liability for damages and losses towards the Customer caused by defective Services or operationof the serviced item, irrespectively of the legal grounds and number of incidents, shall be limited to the amount ofprice agreed for these Services, except in cases where the defective Services are result from wilful misconduct orgross negligence of the Suppler. The Supplier's liability for damages shall be limited to direct damages pursuant toarticle 82 of the Bulgarian Act on Obligation and Contracts.
18.2. The Supplier's total liability for damages and losses towards the Customer for defective Parts, irrespectively of thelegal grounds and number of incidents, shall be limited to the amount of price agreed for these Parts, except in cases
where the defective Parts are result from wilful misconduct or dross negligence of the Suppler. The Supplier's liability
for damages shall be limited to direct damages pursuant to article 82 of the Bulgarian Act on Obligation and Contracts.
18.3. There shall be no liability for the Supplier for any consequential or indirect damages or losses, in particular but not
restricted to loss or interruption of production, loss of profit, loss of use and loss of contracts.
19. Statute of limitations
The limitation periods provided by Bulgarian law shall apply to all claims that the Customer may have against theSupplier under these Terms and Conditions.
20. Applicable law and jurisdiction; personal data
20.1. The legal relationship between the Supplier and the Customer shall be governed by the laws of the Republic of
Bulgaria as applicable between domestic parties.
20.2. The competent court at the defendant’s domicile will have jurisdiction.

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