Schedule 6.1
www.dmgmori.com

General terms and conditions on after sales services
and spare parts delivery of DMG MORI
1. General provisions

4. Unfeasibility of Services

The following terms and conditions shall apply to all current and future after

4.1 | In the event that Services are unfeasible for reasons not attributable to thesales services of our company (“Supplier”) in relation to the repair, maintenanceSupplier, any expenses, in particular such expenses for fault diagnostics, shall be

and other services for machine tools (“Services”) as well as the delivery of spareborne by the Customer. This provision particularly applies to the following circum -and replacement parts (“Parts” or “Part”). These terms and conditions shallstances:

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 andexpense 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 witha dry and lockable room for the storage of delivery parts, too ls, clothes and thestaff’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 dama ge
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 dam -_ 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 originalstate 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 the serviced item, breach of non-fundamental
contractual obligations and damages not caused to the serviced item itself. In theevent of intent or gross negligence of the Supplier or his organs or executive staff orbreach of fundamental contractual obligations, the Supplier shall be liable according
to the provisions of applicable law. If the Supplier is in breach of fundamental
contractual obligations (i.e. obligations, the fulfilment of which is essential for due
performance of 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 intentionallyor grossly negligent, shall be limited to the typically foreseeable damage.

aged or destroyed at the Customer’s work-site, the Customer shall be liable fordamages 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 theworkplace, 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.

5. Travel and incidental expenses
5.1 | Travel and incidental expenses incurred by service personnel will be
invoiced to the customer based on a flat call-out rate. The flat call-out rate will
be charged per service technician for each service call. For service calls, which
are interrupted by weekends or public holidays, a flat call-out rate will be billed
for the journey to the customer before and after the interruption.

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.

3. Prices and terms of payment
3.1 | Unless expressly agreed otherwise in writing, the Customer shall makepayments according to the Supplier’s schedule of prices and services which theCustomer may request from the Supplier at any time. The Supplier shall beentitled to installments 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 theinvoice. 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 fromthe 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 beentitled to charge the Customer interest on 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 ofParts is due within 10 days upon receipt of invoice without any discount and shallbe transferred to the Supplier’s bank account.

6. Service costs
6.1 | The contractor calculates its service personnel’s duration of attendance atsite on the basis of the schedule of prices and services applicable at that timeand available from the contractor 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 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 Services are to be carriedout are based on estimates only and are, therefore, not binding. The Customer may
only demand an agreement on a binding time period for Services if the extent of theworks 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

3.6 | The Customer shall be entitled to offset or to claim retainer rights only to theand, if necessary, the Customer has obtained permits of competent authorities. The

extent to which his counterclaim is acknowledged, undisputed or assessed in a legallybinding period for Services shall commence on the day the Supplier and thebinding judgment.

Customer agree that the aforementioned requirements are met, the Supplier has freeaccess to the Customer’s site and the Customer has

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DMG MORI general terms and conditions

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Schedule 6.1
given written clearance for the Services to commence. The clearance protocol shall state

9.6 | The Supplier shall be under no liability in respect of any defects of thethe commencement date and be signed by the Supplier and the Customer.

Services if the defect is (I) due to willful damage, incorrect connections or

7.2 | If the Customer requires an extension of the Services or additional 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 isscheduled, the test run is ready to commence, the time period shall be deemedmet.

incorrect operation, (II) Force Majeure (e.g. lighting bolts), (III) tear and wear
due to overuse of mechanical and / or electronic items or (IV) extraordinary
mechanical, chemical or atmospheric influences.

9.7 | Subject to the provisions of section 13, any warranty claims relating to the
Supplier’s Services shall become statute-barred within 12 months. This limitation
period shall commence after acceptance of the Services or operation of the

7.4 | In the event of Force Majeure, labour conflicts or other events beyond theserviced item by the Customer.

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 be entitled to demand a lump sum compen sation. This compensation shall be 0,5 % for each completed calendar week, but in

10. Maintenance, repair and overhaul at theSupplier’s work-site

total no more than 5 % of the Service price of this part of the item to be serviced by

10.1 | Any expenses arising from transporting the serviced item for maintenance,

the Supplier that cannot be used due to the delay.

repair or overhaul to and off the Supplier’s or his subcontractor’s work-site shall be

7.6 | If the Supplier does not carry out the agreed Services in good time, theborne by the Customer.

Customer may withdraw from the contract, provided, if stat utory exceptions

10.2 | The risk of transportation shall be borne by the Customer. At the Customer’s(section 323 (2) BGB) do not apply, the Customer has specified after the due date,request and costs, the Supplier shall arrange for insurance against damages in transit bywithout result, an additional period for performance. Upon the Supplier’s request,

reason of theft, breakage, fire and the like.

the Customer shall declare whether he will exercise his right to withdraw from thecontract. Further claims for delay shall be subject to section 18.

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 maintaininsurance coverage for the serviced item regarding fire, mains water, storms,

8. Acceptance
8.1 | If the Supplier notifies the Customer on the completion of the Services, or, if

machine breakage and the like, unless insurance coverage for such risks is
expressly requested and paid for by the Customer.

so agreed, a test run has been completed, the Customer shall be obliged to accept

10.4 | If acceptance of the serviced item is delayed, the Supplier shall be entitledthe completed Services. If Services prove defective, the Supplier shall cure theto charge the Customer for the storage of the respective item at his or his subcon -defect, unless the defect is minor or not attributable to the Supplier. Accept ance

tractor’s work-site. The Supplier shall be entitled to store the serviced item other-

may not be refused by reason of minor defects.

wise. Any storage shall be at the risk and costs of the Customer.

8.2 | Services shall be deemed accepted, if the Customer, for reasons not attrib utable to the Supplier, does not accept Services within 2 weeks upon notification ofcompletion 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

11. Delivery of spare or replacement parts withor without installation
The following provisions shall apply to any such delivery of Parts not being subject to a
repair or service order with regard to delivery time, delay in delivery, warranties andpassing of risk:

11.1 | The Customer shall be responsible for the correct specification of the Part
to be delivered by the Supplier. Any advice of the Supplier on the suitability of the

9.1 | Upon acceptance of the Services, notwithstanding sections 9.4 and 18, theordered Part shall not be binding and the Supplier’s liability to that effect shall be

Supplier shall, to the exclusion of any further claims of the Customer, be obliged to

excluded as the Supplier accepts orders for delivery of Parts without prior inspec -remedy the defect. The Customer shall give written notice of the defect to thetion of the machine in which the Part is to be installed.

Supplier without undue delay. The Customer shall not be entitled to demand cure,if the defect is minor or attributable to himself, in particular if the defect arises
from any material provided by the Customer. The Customer shall allow reasonable
time 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 fromalterations, repairs or maintenance works of the serviced 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 from the Supplier, if there is a danger
to operational safety or an imminent threat of extensive damage or, in casestatutory exceptions (section 323 (2) BGB) do not apply, if a reasonable period forcure specified by the Customer has been expired without result.

9.3 | Any expenses for installation and removal arising from defective Services shallbe borne by the Customer, unless the Supplier is liable for such expenses pursuant tosection 18.

11.2 | The parties shall agree on the delivery time. The agreed delivery timeshall only be binding for the Supplier if all commercial and technical matters havebeen settled between him and the Customer and the Customer has fulfilled allcontractual 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 Part in due time. Delivery time shall bedeemed 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 ofForce Majeure, labour conflicts or other events beyond the Supplier’s control, thedelivery time shall be extended accordingly. The Supplier shall notify the Customerof the begin 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 adamage 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

9.4 | If the Supplier does not remedy the defect, then, if statutory exceptions

total no more than 5 % of the value of the Parts delivered in delay. If the Supplier(section 323 (2) BGB) do not apply, after a reasonable set period of time, thedoes not deliver the Parts in good time, the Customer may withdraw from theCustomer may reduce the price or, if he has no interest in remedying the defectcontract, provided, if statutory exceptions (section 323 (2) BGB) do not apply, thedespite reducing the price, withdraw from the contract. Any further liability shall

Customer has specified after the due date, without result, an additional period forbe subject to section 18.

delivery. Upon the Supplier’s request, the Customer shall decla re whether he will

9.5 | If the alleged defect does not result from the Supplier’s Services, then,to the extent the defect has been remedied by the Supplier, the Customer shall
reimburse the Supplier’s expenses accordingly.

exercise his right to withdraw from the contract. Further claims for delay shall be
subject to section 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 case of partial delivery or if the Supplier transports the Part to
the Customer or bears the costs for the transport.

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Schedule 6.1
12. Warranty for new Parts
12.1 | If new Parts, upon passing of risk, are defective, the Supplier – at hisof the retention of title nor the attachment of the item by the Supplier shall bedeemed as withdrawal from the contract.

discretion – shall be obliged to remedy the defect or deliver a new Part free of

15.3 | The Customer may resale the Part subject to the above retention of title

defect. The Customer shall give written notice of the defect to the Supplier

only in the cause of his regular business. For this case, the Customer hereby

without undue delay. Replaced parts shall become property of the Supplier.

assigns all claims arising out of such resale or use for services, irrespective of

12.2 | The Customer shall allow reasonable time for the Supplier to remedy thedefect or to deliver a Part free of defects; otherwise, the Supplier’s liability shallbe excluded.

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 toreceive 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

12.3 | Any expenses for installation and removal of the Part shall be borne by thewith all his obligations for payment and does not become subject to an application

Customer, unless the Supplier is liable for such expenses pursuant to section 18.

for insolvency or to any stay of payment; in these events, however, the Customer

12.4 | If the Supplier does not remedy the defect or deliver a new Part free of
defect, then, if statutory exceptions (section 323 (2) BGB) do not apply, after areasonable set period of time, the Customer may reduce the price or, if the defectshall disclose to the Supplier the assigned claims and the respective debtor andprovide the Supplier with all information and documents necessary for debt
collection and notify the debtors (third parties) of the assignment.

is not minor, withdraw from the contract. Apart from that, the right to reduce the15.4 | The Customer shall also assign to the Supplier such claims which arise

price shall be disclaimed. Any further liability shall be subject to section 18.3.

against third parties from the incorporation or combination of the item into or with12.5 | The Supplier shall not be liable for unsuitable or improper use,real estate or moveables.

defective assembly, installation or operation of the Customer or third parties,

15.5 | If the foregoing securities exceed the secured claims by more than 20 %, thefair wear and tear, negligent handling, imprope r maintenance, unsuitable

Supplier, at his own discretion, shall return to the Customer such securities upon theoperating material, defective structural work, improper foundation, chemical,

Customer’s request.

electro-chemical or electronic influences, provided, these circumstances are not
attributable to the Supplier.

15.6 | Upon the opening of insolvency proceedings, the Supplier shall be entitled towithdraw from the contract and take possession of the item.

12.6 | The Supplier shall not be liable if the Customer or a third party modifies orrepairs the Part without the Supplier’s approval.

12.7 | Any warranty claims relating to the delivery of new Parts shall become
statute-barred within 12 months. This limitation period shall commence after
acceptance or operation of the Part by the Customer, but not later than 1 monthafter delivery.

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 theused part is not received by the Supplier within 2 weeks after the Customer hasreceived the replacement part from the Supplier, the Supplier shall be entitled tocharge the price for a new part. The used part shall be shipped to the Sup-plier’s

13. Warranty for used Parts
Unless agreed otherwise, any warranty claims relating to the delivery of used

work-site “Carriage Insurance Paid” (CIP Incoterms 2010) or, from abroad,“Delivered Duty Paid” (DDP Incoterms 2010).

Parts shall become statute-barred within 6 months. This limitation period shall

16.2 | If a return delivery note is missing, the used part will be returned uniden -commence after acceptance or operation of the used Part by the Customer, buttified to the Customer. If the Customer refrains from specifying the defect of the

not later than 1 month after delivery. The foregoing provisions shall not apply inreturned part, an inspection fee of 50.00 EUR shall be charged.

the event of fraudulent concealment of a defect or if an explicit guarantee has
been given. Apart from that, the provisions on defective Parts shall remain
unaffected.

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

14. Infringement of intellectual property rights of third parties

part is suitable, the Customer has – in explicit prior coordination with the Supplier –ordered several spare parts for the purpose of reducing the time for repairing and

If the use of the Parts is in breach of domestic intellectual property rights of third

servicing, such Customer has the right, with respect of the not required spare parts, toparties, the Supplier, at his own expense, shall either provide the Customer withwithdraw from the order within 4 weeks. The exercising of such right of withdrawal

the right to use the respective Part or modify the Part to the effect that thewithin the deadline requires the return of the respective spare parts and the receipt of

infringement of intellectual property rights no longer persists. If that is notthem by the Supplier or any of its affiliates as designated by the Supplier within four

possible under reasonable economical conditions or within a reasonable time

weeks of the delivery of these spare parts to the Customer. The return is carried out atperiod, both the Customer and the Supplier shall be entitled to withdra w from thethe expense and risk of the customer (Carriage Insurance Paid storage place of thecontract. Also, the Supplier shall indemnify and hold the Customer harmless

Supplier – CIP Incoterms 2020). The Customer compensates the Supplier for any

against intellectual property right claims of third parties being acknowledged,

impairment of the returned spare parts (e.g. signs of use as a result of installation orundisputed or assessed in a legally binding judgment. Subject to the provisions ofremoval)section 18, the Supplier’s foregoing obligations in the event of an infringement of.

intellectual property rights shall be conclusive and conditional on the following

17.2 | The Supplier may charge the Customer with a fee for inspection and restocking

requirements: that the Customer shall notify the Supplier without undue delay onof the returned spare parts. Such fee amounts to 10% of the respective spare part’s

any intellectual property right claim made, support the Supplier in defending such

purchase price, but not more than EUR 175 per a spare part. Redemption of spare parts

claims to the extent reasonable and / or enable the Supplier to modify thewith a value of less than EUR 65.- per item or position shall be excluded; these sparedelivered part to the effect that an infringement of intellectual property rights noparts shall not be credited.

longer persists; that the Supplier shall reserve the right to all defence measures inand 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.

18. Supplier’s liability and limitation of liability
18.1 | If the Supplier is responsible for a damage to parts of the serviced item,
the Supplier, at his discretion and own costs, shall repair the part or deliver a newpart. The Supplier’s liability shall be limited to the price agreed for the Services.

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.

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, or breach of other non-

15.2 | In case of breach of contract by the Customer including, but not limited to,fundamental contractual obligations, in particular instructions on the operation anddelay in payment, the Supplier shall be entitled to take possession of the item andmaintenance of the serviced item or delivered Parts – the Customer cannot use thethe Customer shall be obliged to surrender the item. Neither the enforcement

Services or delivered Parts as agreed upon, the following provisions, to the
exclusion of any further claims of the Customer, shall apply.

Schedule 6.1
18.3 | For damages other than to the delivered Parts or the Services themselves, theSupplier – irrespective of the legal ground – shall only be liable in the event ofa) intent,b) gross negligence of the Supplier or his organs or executive staff,c) damages to life, body or health,d) fraudulent concealment of damages,e) an explicit guaranteef) liability according to the Product Liability Act (“Produkthaftungsgesetz”).
If the Supplier is in breach of fundamental contractual obligations (i.e. obligations,the fulfilment of which is essential for due performance of the contract and on thecompliance of which the other party 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 thetypically foreseeable damage. 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 statute-barred within 12 months. With regard to claims fordamages pursuant to section 18.3 a) – d) and f), the statutory periods of limitation
shall apply. The statutory periods of limitation shall also apply in relation to defects
of a building or if the delivered item has been used for a building in accordancewith the normal way it is used and has resulted in the defectiveness of the building.

20. Applicable law and jurisdiction; personal data
20.1 | The legal relationship between the Supplier and the Customer shall begoverned by the laws of the Federal Republic of Germany as applicable between
domestic parties.

20.2 | The venue shall be the court with jurisdiction at the Supplier’s registered office.
However, the Supplier shall also be entitled to take legal action at theCustomer’s registered office.

20.3 | The Supplier shall be entitled to save and process the Customer’s personal data by means of electronic data processing.