ANNEXto the General Conditions for the supply of Plant and Machinery for export (LW 188)The following provisions contain the Information in the “Appendix” of the “GeneralConditions for the supply of Plant and Machinery for export (LW 188)” and anysupplementary agreements between the Parties to this Contract. In the event ofdiscrepancies or different interpretations, the wording of the German languageversion of this Contract and this Annex shall prevail.
1. Art. 1All agreements between the Parties shall be in writing. Guarantees and any otherwarranties, representations or promises have to be explicitly designated as such.
2. Art. 2In case the acceptance/confirmation of the Seller contains additions, limitations orother modifications of the order, the Buyer shall be deemed to have acknowledgedthe acceptance and assented to it unless he objects to it in writing without undue
delay.
3. Art. 3Information given according to Art. 3 No. 1 only becomes binding, as far as theyhave been explicitly designated in the Contract as binding.
4. Art. 5An acceptance test (Art. 5 No. 3) shall only be conducted, if explicitly agreed uponin the Contract.
5. Art. 65.1 If - in case of an ex works sale - the Buyer ask the Seller to undertake delivery,the risk shall nevertheless pass to the carrier as soon as the goods are handedover, as far as the handing over of the goods occurs before the momentmentioned in Art. 6 No. 2.
5.2 If - in case of an ex works sale - the Buyer does not accept the goods due to acircumstance pursuant to Art. 10, nevertheless, the risk shall at latest pass to theBuyer with the occurrence of such circumstance.
6. Art. 76.1 The delivery period (Art. 7 No. 1) shall not start before all technical issues,which were subjected to later negotiations, are agreed upon and licenses orofficial approvals necessary for the performance of the Contract - if any - aregranted.
6.2 The price reduction (Art. 7 No. 3, Appendix Pos. A and B) will be 0.2% perweek; it cannot exceed 5% in total.
6.3 In the event of Art. 7 No. 5 (Appendix Pos. C), the Parties shall reach anamicable agreement. The amount of damages shall be calculated to the particularcircumstances of the transaction and shall range between 5% and a maximum of25% of the Contract value of the non-delivered item; further damages will only becompensated in case of an exemption of the limitation of liability according No.
11.2 of this Annex.
6.4 The maximum amount of damages to be awarded according to Art. 7 No. 7(Appendix Pos. D) is limited to 25% of the Contract value of the respective item ofthe delivered Contract Product.
6.5. If the Seller - in whole or in part - fails to deliver on time, he is entitled to set anew prospective delivery date and to request the Buyer to make known whetherhe will accept the new delivery date or will rescind the Contract - upon the request– the Buyer does not react or declares that he will not make use of his right torepudiate the Contract, the Buyer is excluded from repudiation up to the new dateof delivery as set by the Seller.
7. Art. 88.5 In case a defect of the Contract Products materializes, the Seller - at his option– is entitled to substitute performance by either remedying the defect or substitutesupply. If a complaint of the Buyer proves to be legitimate, the Seller shall bear thecosts of remedying the defects or a substitute supply as follows:• The costs of the replacement part including shipping costs, if the latter are – byway of exception according to Art. 9.10 - not to be borne by the Buyer,• the reasonable costs of disassembly/assembly as reasonable and• if it can be reasonably expected according to the circumstances of the warrantyclaim, the costs of technicians, mechanics and support staff - if necessary.
If the Buyer ships the Contract Product in whole or in part to a place other then theoriginally agreed upon place of delivery where the Contract Product was situatedand shipped to, the Buyer shall bear any extra costs resulting from such shipment,in particular, any additional travel expenses of the Seller, if any.
8.6 The Buyer shall have the right to repudiate the Contract within the scope ofstatutory regulations if the Seller - considering the exemptions allowed by law allows an additional period of time for remedying the defect or a substitute deliveryas fixed by the Buyer to pass without effect. If the defect is only minor, the Buyershall only be entitled to a price reduction. Otherwise, the Buyer’s right to a pricereduction is excluded hereby.
8.7 If the use of a Contract Product infringes intellectual property rights, the Sellerwill at his option and at his own expense either bring about a right of use or modifythe Contract Product in a way that intellectual property rights are no longerbreached. If the Seller is unable to do so under reasonable commercial conditionsor within a reasonable period of time, the Buyer shall be entitled to repudiate theContract. Subject to the above named prerequisites, the Seller shall likewise beentitled to repudiate the Contract. Subject to No. 11 of this Annex, theaforementioned duties of the Seller are exclusive and final in cases whereintellectual property rights are breached. They shall only exist if• the Buyer - without undue delay - notifies the Seller of an alleged breached ofan intellectual property right,• the Buyer reasonable supports the Seller in his defence against asserted claimsor enables the Buyer to modify the Contract Products to remedy such breach - ifnecessary,• the Seller retains the right to take any defensive actions, including out-of-courtsettlements,• the alleged deficiency in title is not caused by an instruction of the Buyer and• the breach of an intellectual property right was not caused by the Buyer byeither modifying the Contract Product himself or using it in a way other thanpermitted by the Contract.
8.8 As soon as the risk passes (Art. 6), the Seller is only liable within the limits ofthis Annex; subject to No. 11 of this Annex this shall also apply to defects, whichmay arise before the risk passes. If the Seller or his vicarious agent acts withintent or gross negligence, the Seller’s liability is unlimited. The same shall applyin cases of injury of life, body or health. In case of a fundamental breach ofcontract of the Seller or one of his vicarious agents, the Seller’s liability is limited todirect contractual damages, reasonably foreseeable at the moment of theconclusion of the Contract. No. 11 of this Annex shall likewise apply (Art. 9 No.
16).
8.9 Other then the warranties and representation as laid down in this Contract andits Annex - in particular, guarantees and assurances - are not agreed upon.
9. Art. 11Art. 11.1 is not applicable.
10. Art. 137.1 The Seller is entitled to refuse performance if he - due to a circumstanceoccurring after the conclusion of the Contract - has a reason to believe that theBuyer may fail to fulfill his contractual obligations (Art. 8 No. 5).

10.1 This Contract is governed by German law as it applies between domesticparties. The provisions of Private International Law and the United NationsConventions on the International Sale of Goods dated 11.04.1980 (CISG) shall notapply.

7.2 The interest rate (Art. 8 No. 7, Appendix Pos. E) is 8% above the primelending rate (base rate) of the European Central Bank; the additional period fordelivery (Art. 8 No. 7, Appendix Pos. F) is one month; the maximum amount ofdamages (Art. 8 No. 7, Appendix Pos. D) is 25% of the Contract value of therespective item of the delivered Contract Product.

10.2 All disputes arising out off or in connection with the present Contract shall befinally settled under the Rules of Arbitration of the International Chamber ofCommerce by three arbitrators appointed in accordance with the said rules. Theseat of the arbitration shall be Düsseldorf; the languages of the arbitralproceedings is German.

8. Art. 911. General limitation of liabilityWarranties and representations are agreed upon as follows:For any damages which do not occur on the delivered item itself, the Seller is - forwhat ever reason - only liable for:8.1 The Buyer shall inform the Seller about any protective devices the ContractProduct shall be equipped with - if any. If the Parties agreed upon the type and theextent of the protective devices, the latter shall be delivered with the ContractProduct at the Buyers expense. The non-delivery or any absence of protectivedevices shall not amount to a breach of Contract and shall not be deemed as adefect of the Contract Product (Art. 9.1).
8.2 Subject to any other contractual agreement, the period of limitation (Art. 9 No.
2, Appendix Pos. G) for any claims of the Buyer is 12 months beginning with thedelivery of the Contract Product. The extension of the period of limitation (Art. 9No. 5, Appendix Pos. H) is limited to a maximum of 3 months. The daily operatingtime (Art. 9 No. 6, Appendix Pos. I) is 8 hrs; if the daily operating time exceeds thislimit, the period of limitation shall be reduced accordingly. The new period oflimitation shall be 3 months (Art. 9 No. 7, Appendix Pos. G).
8.3 Items or Products supplied by the Buyer for the assembly with ContractProducts are excluded from any warranties and representations hereunder (Art. 9No. 14).

• intent,• intent or gross negligence of his shareholders/board members or seniorexecutives,• negligent or intentional injury, loss of life or damage to health,• defects which the Seller had maliciously conceded or which absence he hasguaranteed,• for any defects of the delivered item privately used, if liability is mandatoryunder product liability laws (Produkthaftungsgesetz) for personal injury orphysical damage to items of private use.
In case of a fundamental breach of contract, the Seller can also be held liable forany gross or slight negligence of his employees; in the latter case the Seller’sliability is limited to direct contractual damages, reasonably foreseeable at themoment of the conclusion of the Contract.
Any further liability - irrespective of its legal basis - in particular, for anyconsequential damages, is expressly excluded hereby.

8.4 Any warranty claims of the Buyer shall expire at latest 6 months after therespective claim was made known to the Seller unless the Seller admits the claimor the Buyer has raised a claim for performance before or requested a declarationregarding the validity of the claim from an arbitral tribunal or state court before theexpiration of the time limit set hereunder. In any case, they shall not becomedischarged before the expiry of the agreed upon period of limitation (No. 8.2above).
ANNEX to the General Conditions for the supply of Plant and Machinery for export (LW 188) DMG MORI - Stand: 1.7.2014 - gültig ab 1.7.2014 -