STANDARD TERMS AND CONDITIONS OF SALE
(Revised 03 August 2023)
All quotations by DMG MORI SINGAPORE PTE. LTD. or its related corporations and affiliates (collectively "DMG MORI"), all
Buyer’s purchase orders, and all confirmations or acknowledgments of Buyer’s purchase orders by DMG MORI are subject towritten acceptance and acknowledgements delivered by DMG MORI in order to become a valid agreement between the Buyer and
DMG MORI (the “Agreement”). The Buyer and DMG MORI acknowledge and agree that such Agreement is made subject to theterms and conditions of sale set forth below. In the event of any inconsistency or contradictory terms between these standard terms
and conditions of sale and those of the Buyer, these standard terms and conditions of sale will prevail. The “Buyer” referred toherein includes authorized DMG MORI distributors and customers.
1. SALE PRICES
Unless otherwise noted, all prices quoted are subject to change without notice. Unless otherwise stated, all prices are FOB port of
shipment. Prices do not include sales, use, excise, VAT, GST, property or similar taxes arising out of or relating to the sale or useof the equipment all of which shall be borne by the Buyer. Buyer shall indemnify and hold DMG MORI free and harmless fromand against the imposition and payment of such taxes, whether or not they are stated in any invoice for equipment shipped. DMG
MORI, at its discretion, may at any time separately bill Buyer for any taxes not included in DMG MORI's invoice and Buyer shall
pay said taxes. Buyer is only entitled to withhold payments if and to the extent that his counter-claims are due and payable and are
undisputed by DMG MORI or have been established by a final non-appealable court decision. Buyer is only entitled to set off his
counter-claims arising from any other legal relationships between DMG MORI and Buyer if and to the extent that Buyer’s counterclaims are due and payable and are undisputed by DMG MORI or have been established by a final non-appealable court decision.
2. PAYMENT TERMS
Unless otherwise noted, payment terms are by irrevocable Letters of Credit or payment in advance. The payment schedule must be
confirmed in writing by DMG MORI before the equipment can be shipped or delivered. If acceptance by Buyer (which shall not
be unreasonably withheld) after delivery by DMG MORI is delayed because of conditions not related to the equipment or services
provided by DMG MORI, including but not limited to delay in the provision of equipment or services by Buyer or other suppliers,
Buyer will pay to DMG MORI as interest 0.4% of the total invoiced amount per week from the date of delivery until acceptanceby Buyer. Receipt and subsequent bank deposit of a down payment shall not be construed as acceptance of the purchase order until
said order is accepted in writing by DMG MORI. In the event of legal action to enforce the Agreement, Buyer shall reimburse
DMG MORI for its reasonable costs and attorneys fees. DMG MORI reserves the right to cancel and to refuse to complete Buyer'spurchases if, in DMG MORI's opinion, Buyer has not established credit to promptly meet the payment terms of the order.
Acceptance and payment by Buyer with respect to the equipment delivered by DMG MORI shall not be delayed because of any
delay in delivery by DMG MORI of accessory or ancillary equipment not essential to the operation of the other equipment
delivered; in such event, the payment terms set forth in this paragraph shall be applicable to the equipment initially delivered as ofthe date of delivery and to subsequent deliveries of equipment as they occur. Upon delivery by DMG MORI to a carrier for shipmentof equipment to Buyer, risk of loss shall pass to Buyer. Thereafter, the carrier shall be deemed to be acting for and on behalf ofBuyer and the terms of payment for the equipment shall not be affected by damage to or destruction of the equipment sold.
3. DELIVERY
3.1 DMG MORI will exert its best efforts to cause the Goods to be shipped in accordance with its quotations and theseTerms. Unless a date is expressly agreed to as “fixed” however, all dates stated by DMG MORI are approximate dates only, andare estimated in good faith to the best of DMG MORI’s ability, commensurate with foreseeable scheduling and subject toavailability of product and transit.
3.2 DMG MORI shall not be liable for any loss or damage whatsoever, including loss of income and/or profits, incidental, special
or consequential damages resulting from DMG MORI’s delayed shipment or delivery of the Goods for any reason whatsoever. Anyclaims for shortages or claims that the Goods shipped is other than that which was ordered or claims for damages 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 the Goods at Buyer's
plant or place of business.
4. TITLE
DMG MORI hereby retains title in all of the equipment sold and delivered by DMG MORI to Buyer, whether presently in thepossession of Buyer or hereafter acquired, and all replacement parts and components therefore, together with any and all proceedsof sale or other disposition of the property, including, but not limited to, cash, accounts, contract rights, and chattel paper until it ispaid for in full. DMG MORI may enter the Buyer's premises and remove the secured property or any portion thereof. Buyer agrees
to pay DMG MORI’s reasonable attorney's fees, court and enforcement costs for the collection of any amounts owing to DMG
MORI hereunder and for the costs incurred in the repossession of the property. If a petition in insolvency is filed, DMG MORI will
be entitled to withdraw from the Agreement and demand immediate return of the delivered equipment.

DMG MORI Singapore Pte. Ltd.
Standard Terms and Conditions of Sale
Revised 03 August 2023

5. CANCELLATIONS
Orders which have been shipped from DMG MORI or any of its affiliates are not subject to cancellation. “Special Orders,” which
are orders for items customized for the Buyer, are not subject to cancellation. Orders other than “special orders” that have notbeen shipped may be cancelled in writing by Buyer to DMG MORI but are subject to a cancellation charge or the total cost
incurred by DMG MORI on account of the cancellation, whichever is greater. Orders that are cancelled within one week of thedate of the purchase order are subject to a cancellation fee equal to 10% of the purchase order price. Orders cancelled more than
one week after the date of the purchase order and more than 90 days before the planned shipment date from the factory are
subject to a cancellation fee of 30% of the purchase order price. Orders cancelled from 90 to 61 days before the planned shipment
date from the factory are subject to a cancellation fee of 50% of the purchase order price. Orders cancelled from 60 to 31 days
before the planned shipment date from the factory are subject to a cancellation fee of 75% of the purchase order price. Any ordercancelled within 30 days of planned shipment date from the factory will be subject to a cancellation fee equal to 100% of thepurchase order price. If within one year of the placement of the purchase order for the equipment, Buyer fails to accept deliveryof the equipment or fails to pay the full contract price for the equipment; DMG MORI may deem the purchase order as cancelled
by Buyer and will impose a cancellation fee. Buyer will make prompt payment of such cancellation fee.
6. LIMITATION OF WARRANTY
Buyer further represents and acknowledges that DMG MORI HAS NOT MADE ANY REPRESENTATIONS OR
WARRANTIES, DIRECT OR INDIRECT, EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDINGWITHOUT LIMITATION, THE DESIGN OR CONDITION OF ANY ITEM, ITS MERCHANTABILITY OR ITS FITNESSFOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY ITEM OF
EQUIPMENT, DELIVERY, DELAY IN DELIVERY OR CONFORMITY OF ANY ITEM OF EQUIPMENT TO THE
PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE OR ORDERS RELATING THERETO. DMG MORI SHALLNOT BE LIABLE TO BUYER, OR ANY OTHER PARTY, FOR ANY LOSS, DAMAGE, INJURY OR EXPENSE OF ANY
KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR THE FAILURE OF THE
EQUIPMENT TO OPERATE PROPERLY. DMG MORI GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THEQUALITY, FINISH, ACCURACY OR TOLERANCE, COMPLIANCE WITH ELECTRICAL, HYDRAULIC, PNEUMATIC
OR OTHER SAFETY CODES REQUIRED BY ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL BODY, OR AS TO
THE EFFICIENCY, PRODUCTIVITY, OR PERFORMANCE OF ANY GOODS. DMG MORI MAKES NO WARRANTY AS
TO MERCHANTABILITY OF THE EQUIPMENT OR ANY REPLACEMENT PART, OR AS TO ITS FITNESS FOR ANY
PARTICULAR USE, INTENDED PURPOSE OR OTHERWISE. DMG MORI SHALL NOT BE LIABLE FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING STRICT LIABILITY IN TORT, TO THE EXTENT THATSUCH LIMITATION IS PERMITTED BY APPLICABLE LAW. Buyer understands and agrees that DMG MORI’s liability under
any applicable law allowing, or applicable theory of, recovery, shall not exceed the purchase price, regardless of whether the remedy
fails in its essential purpose. No legal action relating to any manufacturer’s warranty relating to the equipment shall be commenced
more than four years after the delivery of the equipment by DMG MORI or one year after repair efforts have ended, whichever islater. With respect to equipment and replacement parts manufactured by DMG MORI, DMG MORI assigns to Buyer and, if Buyer
is a Distributor, to Distributor’s customer, DMG MORI’s limited warranty towards its supplier. In such case, Buyer has the rightto acknowledge receipt of a copy of said warranty.
7. CONFIDENTIALITY
All drawings, designs, specifications, manuals, programs and prices or any other information furnished to Buyer by DMG MORI
shall remain the confidential and proprietary property of DMG MORI. All such information, except as may be found in the publicdomain, shall be held in strict confidence by Buyer and shall not be disclosed by Buyer to any third parties. Buyer shall use suchinformation only for the performance of obligations under this Agreement. Copyrights and other rights in all material madeavailable by DMG MORI shall remain in DMG MORI at all times, The confidentiality obligations above in this Section 7 shallsurvive termination of this Agreement and remain in effect.
8. SAFETY PRECAUTIONS
Buyer shall require employees to use all safety devices, guards and proper safe operating procedures as set forth in manuals andinstruction sheets furnished by DMG MORI. Buyer shall not remove or modify any such device, guard or sign. It is Buyer's
responsibility to provide all the means that may be necessary to effectively protect all employees from serious bodily injury which
otherwise may result from the method of particular use, operation, set-up or service of the equipment. If Buyer fails to comply withsuch provisions of this paragraph or the applicable standards or regulations aforementioned, Buyer shall indemnify and hold DMG
MORI harmless from and against any and all claims, losses or damages arising from such failure in accordance with Section 16 of
this Agreement. It is the responsibility of Buyer to comply with all local laws, regulations and codes.
9. INFRINGEMENT
Buyer shall indemnify DMG MORI and hold DMG MORI harmless from any infringement of any patent, trademark or copyrightarising from Buyer’s (or any authorized end user’s) use of the equipment, including but not limited to the reimbursement of costs
and expenses, including attorney’s fees, incurred by DMG MORI with respect to a claim of infringement.

DMG MORI Singapore Pte. Ltd.
Standard Terms and Conditions of Sale
Revised 03 August 2023

10. TIME STUDY & DESCRIPTIONS OF EQUIPMENT
All time study figures provided by DMG MORI are estimates only and are based on DMG MORI’s understanding of the accuracy
and finish required, machinability of the material, amount of material to be removed and Buyer's operating conditions. DMG MORI
makes no warranty based upon or relating to time study figures. All weights and measurements given are estimates, stated ascorrectly as possible, and any minor deviations shall not constitute non-conformity of the goods. Brochures, photographs and otherillustrations representing the equipment offered are for illustration only and are not binding in detail. Brochures and product designs
and specifications are subject to change without notice.
11. USE OF SOFTWARE
If and to the extent that the delivered equipment includes software, Buyer is granted a non-exclusive revocable right to use thedelivered equipment together with the software. It will be provided for use on the delivered equipment destined for such purpose.
It is forbidden to use the software on more than one system. Buyer is only allowed to copy, adapt, modify or translate the softwareor transform it from the object code to the source code to the extent permitted by law. Buyer undertakes not to remove or modify
without the prior explicit consent of the supplier any manufacturer information including but not limited to any copyright notes.
All other rights in the software and the documentations including any copies thereof remain the property of the supplier of thesoftware. Any grant of sublicenses is forbidden.
12. EXPORTATION
All contracts are subject to export permit by the Government of Japan or if the equipment is manufactured in another country, by
the Government of such country. Buyer shall comply with local Japanese or the otherwise applicable laws and regulations governing
the exportation or re-exportation of the equipment. The equipment is subject to export restrictions imposed by Japan and othercountries and that the Buyer will not export or permit the export of the equipment anywhere without proper government
authorization. Buyer will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted,
any equipment or software to any country, individual, corporation, organization, or entity to which such export, re-export, ortransmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions orembargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any
other applicable government authority. To prevent the illegal diversion of the equipment to individuals or nations that threateninternational security, it may include a “Relocation Machine Security Function” that automatically disables the equipment if it is
moved following installation. If the equipment is so-disabled, it can only be re-enabled by contacting DMG MORI or its distributor
representative. DMG MORI may refuse to re-enable the equipment if it determines that doing so would be an unauthorized exportof technology or otherwise violates applicable export restrictions. DMG MORI shall have no obligation to re-enable such equipment
and shall have no liability (including for lost profits or business interruption or under the limited service warranty) as a result
thereof.
13. ASSIGNMENTThe Agreement between DMG MORI and the Buyer may not be assigned without the express written consent of the parties hereto.
Unless otherwise stated in the any attempted assignment of rights or delegation of duties shall be void.
14. ANTI-BRIBERY
The Buyer agrees that it shall, and that any party retained by the Buyer shall, comply with all applicable laws including, but notlimited to, laws prohibiting public corruption and commercial bribery. No part of the payments received will be used for any
purpose which would cause a violation of law by DMG MORI, including, without limitation, the anti-bribery laws of any country
or jurisdiction.
15. ELIMINATION OF ANTISOCIAL FORCE
Each of DMG MORI and Buyer represents that, at the time of execution of this Agreement, it may not be involved in maintenanceor management of anti-social forces (such as an organized crime group, a corporation related to an organized crime group, aracketeer acting in the name of political activity, an organizational crime group and any member, etc.). Buyer may not have any
anti-social forces be involved or cooperate with its management or administration. Buyer may not provide capital or funds in any
form (including but not limited to lending money) to, nor may receive capital or funds in any form, anti-social forces. For the
avoidance of doubt, the breach of this section constitutes a material breach of this Agreement.

DMG MORI Singapore Pte. Ltd.
Standard Terms and Conditions of Sale
Revised 03 August 2023

16. GENERAL INDEMNIFICATIONThe Buyer hereby agrees to indemnify and hold harmless DMG MORI, its directors, officers, employees, agents, representatives,
affiliates, successors, and assigns from and against any and all suits, actions or proceedings at law (including the costs, expenses
and reasonable attorney's fees incurred in connection with the defense of any such matter) and from any and all claims demands,
losses, judgments, damages, costs, expenses or liabilities, to any person whatsoever (including the Buyer's and DMG MORI’s
employees or any third party), or damage to any property (including the Buyer's property) arising out of or in any way connectedwith its or any authorized end user’s use of products or services furnished by DMG MORI under this Agreement. If the Buyer fails
to fulfill any of its obligations under this paragraph or this Agreement, the Buyer agrees to pay to DMG MORI all costs, expenses
and attorney's fees incurred by DMG MORI to establish or enforce DMG MORI’s rights under this paragraph or this Agreement.
The provisions of this paragraph are in addition to any other rights or obligations set forth in this Agreement. The provisions in thisSection 16 shall survive termination of this Agreement and remain in effect.
17. FORCE MAJEURE
DMG MORI shall not be responsible for nonperformance or late performance of any part of the contract due to orders, regulations,
and/or ordinances by government, act of God, war, blockade, insurrection, mobilization or due to any other causes or circumstances
beyond DMG MORI’s control. If an event of force majeure occurs, DMG MORI at its option may either extend the time of
performing affected obligations during the period the event of force majeure continues, or to cancel the order.
18. GOVERNING LAW & ARBITRATIONThe Agreement between Buyer and DMG MORI shall be construed in accordance with the laws of Singapore, excludinginternational uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).
To the extent that there arises any inconsistency between the provisions in this Agreement and any applicable law, the provisions
in this Agreement shall prevail. The provisions of this Agreement are divisible. Should any provision in this Agreement be held bya tribunal hearing to be invalid, it shall be severed from this Agreement, with the Buyer and DMG MORI promptly negotiating asuitable replacement, and the remaining provisions shall reman in full force and effect. All disputes, controversies or differences
which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be referred to andfinally settled by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre for the time
being in force (the “SIAC Rules") as the same may be amended from time to time except to the extent that the SIAC Rules conflictwith the provisions of this clause in which event the provisions of this clause shall prevail and apply. The tribunal shall consist of
one (1) arbitrator. The place of arbitration shall be in Singapore, the seat of arbitration in Singapore. The language to be used in thearbitral proceedings shall be English. Any decision or award of the arbitral tribunal shall be final and binding upon the parties tothe arbitration proceedings. Buyer and DMG MORI waive to the extent permitted by law any rights to appeal or to review of suchaward by any court or tribunal. Buyer and DMG MORI agree that the arbitral award may be enforced against the parties to thearbitration proceedings or their assets wherever they may be found and that a judgment upon the arbitral award may be entered inany court having jurisdiction thereof. Any action to enforce this Agreement shall be commenced no later than one year from thedate of the alleged breach.
19. MERGER CLAUSEThe entire Agreement is embodied in this writing and this document. There are no understandings, Agreements, representations,or warranties, either oral or written, relative to products or services, including statements made in or conduct implied from pastdealings, that are not fully expressed herein. No statement subsequent to the acceptance of the purchase order purporting to modify
the said terms and conditions shall be binding unless consented to in writing by a duly authorized officer of DMG MORI in adocument making specific reference to the purchase order. For any provisions or order terms and conditions in its quotation,purchase order, delivery order or subsequent documentation which are imposed by DMG MORI, such provisions will if stated by
DMG MORI, take precedence over the provisions in these terms and conditions.
20. MATTERS FOR MUTUAL DISCUSSION
Any matter not provided for in this Agreement or any doubt which may arise as to interpretation of this Agreement shall besettled through mutual discussion between the parties hereto in good faith.
21. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (Cap 53B)
Save for any DMG MORI affiliate, any person or entity which is not a party to this Agreement shall have no right whatsoever
under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any provisions in this Agreement.

DMG MORI Singapore Pte. Ltd.
Standard Terms and Conditions of Sale
Revised 03 August 2023