Annexe No. 3 /V6CZ/2021

Terms and Conditions for Deliveries of Machines in the Czech Republic and the Slovak Republic
I. General Provisions
1. Any deliveries and performances by DMG MORI Czech s.r.o.,registered office: Ořechovská 195/1a, Brno, CZ – 619 00,
business ID (IČ): 25 57 55 03 (hereinafter also referred to as the"Supplier") are governed by these Terms and Conditions which
form an inseparable part of any agreement concluded between
the Supplier and any customer (hereinafter also referred to as
the "Agreement"), including purchase contracts and work
performance contracts.
2. In the sense of these Terms and Conditions, the term supplierrefers to a seller or manufacturer and the term customer refers toa buyer or customer; the purchase price signifies the price for adelivery of goods pursuant to a purchase contract or a work
performance contract; the term of subject of delivery or machinerefers to the subject of a purchase contract or a work
performance contract.
3. If there is a contradiction between individual provisions hereof
and those of the Agreement, the provisions contained in theAgreement shall prevail.
4. The Customer's different terms and conditions shall not bebinding on the Supplier even if the Supplier accepts an orderwhich contains the Customer's different terms and conditions
unless both parties agree that the Customer's terms andconditions are binding upon the Supplier in a written agreement.
If there is a contradiction between individual provisions of the
Supplier's Terms and Conditions and the Customer's terms andconditions, the Supplier's Terms and Conditions shall prevail.
5. The Customer grants the Supplier consent to handle theCustomer's personal details in order to execute and enforce theSupplier's claims ensuing from the Agreement and from theseTerms and Conditions.
6. The Agreement shall be held concluded as soon as it has
been signed by the Supplier and the Customer, as soon as the
Supplier's offer has been confirmed in writing or as soon as the
Customer
acceptstheSupplier's
offer
in writing.
The delivery of an email or fax message shall also be considered
a form of confirming or accepting an offer in writing. The Suppliershall not use the commercial letter of confirmation pursuant to
Section 1757, Par. 2 of the Civil Code.
7. The Supplier reserves ownership rights and copyright tosamples, calculations of prices and costs, drawings and similar
information of material and immaterial nature including its
electronic form and requires that this information should not be
disclosed to third persons (except leasing providers or subsidy
funds with which the Customer intends to conclude anagreement; however, in such a case the Customer is required to
notify the Supplier about this fact and to obtain a confirmation offinancing or any other statement that substantiates this fact fromthe subject providing for the financing).
8. Both parties shall treat all information concerning the actual
transaction that is not publicly accessible, especially information
about prices, as confidential. In this context the Supplier shallalso ensure that its employees or persons performing partial
tasks in connection with the performance of the Agreement also
observe the confidentiality of such information. The contracting
parties have agreed that the party damaged by any violation of
the obligations described in this section shall be entitled to claim
a contractual penalty of CZK 50,000 for each violation hereof
detected.
II. Price and Payment Terms
1. Unless expressly stipulated otherwise in the Agreement, theSupplier shall always state net prices, i.e. not including the VAT,
incl. packing fees, transport fees and insurance policies for therespective point of delivery.
2. Unless expressly stipulated otherwise in the Agreement, theprice shall be paid without any deductions to the Supplier's bankaccount in the following way:a) 40 % of the price shall be payable within ten days following theissuance of the advance payment invoice upon the Customer'sorder or, as the case may be, the Customer's confirmation of anorder,b) 50 % of the price shall be payable within ten days following theissuance of the advance payment invoice upon the Supplier's

notification that the subject of delivery is ready to be taken overor shipped;c) 10 % of the price shall be payable within fourteen days
following the issuance of the invoice upon the commissioning of
the machine.
The contracting parties shall sign a purchase contract which
specifies the details of the particular transaction.
3. The Customer shall not be entitled to withhold payments or to
use them to offset claims unless these claims have been
acknowledged by the Supplier in writing or acknowledged by arelevant authority.
4. If the subject of the Agreement is financed by other means
than the Customer's own resources (through lease, subsidiesetc.), the Customer shall notify the Supplier about the actual
institution that is supposed to finance the subject of theAgreement and shall also submit the financial institution's
confirmation of allotting the financial resources necessary tocover the subject of the Agreement. If, eventually and for any
reason whatsoever, the subject of the Agreement is not financedin the way described in this article, the Customer shall still beobliged to pay the purchase price using its own resources.
III. Delivery Terms
1. The particular delivery term is always specified in theAgreement. The Customer shall honour the delivery term
provided that the contracting parties have clarified all commercial
and technical issues and that the Customer has fulfilled all its
obligations, e.g. to obtain official certificates and permits, toprepare the site for the installation and commissioning ofmachines (e.g. groundwork, power supply connections, air pipingetc.), to pay advance payments specified by the Agreement (apayment shall be considered paid as soon as the entire
outstanding amount has been put to the seller's accountspecified in the Agreement), etc. Otherwise, the delivery term
shall be prolonged by one calendar week per each commenced
week of the Customer's delayed performance of any of its
obligations.
2. The Supplier shall honour the delivery term on condition that
the Customer provides for its own deliveries in a due and timely
manner and exerts maximum effort to cooperate. The Suppliershall not be liable for any delay, defect or failure to execute adelivery if these are caused by facts that the Supplier cannot
influence.
3. The delivery term shall be held honoured if the delivery leaves
the Supplier's site or if the Supplier notifies the Customer that thedelivery is ready for shipment before the period expires. This also
applies to cases where takeover is stipulated.
4. If the shipment or takeover of the delivery is delayed forreasons caused by the Customer, the Supplier shall not be held
delayed and the Customer shall compensate the Supplier for all
related costs and damage.
5. Partial deliveries from the Supplier to the Customer are
permissible.
6. If the Supplier does not honour the delivery term, theCustomer shall not be entitled to claim compensation fordamage.
7. The Supplier shall exert its best efforts to cause the subject ofdelivery to be shipped and delivered in accordance with theterms and provisions of the contract. However, all dates statedby the Supplier are approximate dates, and are estimated ingood faith to the best of Supplier’s ability, commensurate with
foreseeable scheduling and subject to availability of supplies forthe manufacturing and transport of the subject of delivery.
8. In case a fix date has been explicitly agreed as delivery date,the Supplier reasonably foresees during the performance of thecontract that the subject of delivery cannot be delivered on time,
the Supplier shall inform the Customer promptly. The information
shall include a description of measures the Supplier considers
appropriate to recover or limit the delay, if any, and a newdelivery date.
9. If a delivery is delayed due to circumstances for which the
Supplier is liable and the Custommer suffers a damage as aresult, Supplier shall – upon written request by the Custommer
and after having granted a grace period of 20 calendar days –Page 1 of 4

Annexe No. 3 /V6CZ/2021

pay liquidated damages to Custommer limited to 0,1% per eachcompleted business day of the purchase price for the delayed
subject of delivery limited in total to 5% of the value of that part ofthe entire delivery which cannot be used on time or inaccordance with the contract as a result of the delay. The
liquidated damages become due at Custommers’s written
demand, but not before the complete order of subject of delivery
has been delivered or the maximum liquidated damages
according to the previous sentence for the delayed subject ofdelivery are reached. Custommer loses his right to liquidated
damages, if he has not lodged a written claim for such damages
within two months after the receipt of the notification regarding
the delivery delay from the Supplier.
10. If delivery is delayed due to circumstances for which theCustommer is liable or which is due to Force Majeure (according
to clause IX) a new delivery date may be agreed conditional on
the Supplier’s acceptance.
IV. Withdrawal from the Agreement, Withdrawal Fee
1. The Supplier may withdraw from the Agreement if any of the
Customer's payments is delayed for more than ten days. In sucha case, the Supplier may claim compensation for all costs related
to the performance of the Agreement.
2. If the Customer fails to adhere to the payment terms andconditions specified in article 4.2, section b) of the Agreement,
the Supplier may claim a contractual penalty equal to the amountof the first advance payment as per the Agreement.
3. The Customer may withdraw from the Agreement while theAgreement is in effect for any reason or without having to state
any reason only if the Customer presents the Supplier with awritten notice without any undue delay and pays the Supplier thewithdrawal fee equal to:a) 10 % of the stipulated purchase price of the machine including
all additional services if the Customer withdraws from theAgreement no later than fourteen calendar days following the day
when the Agreement was signed or any other binding order ofthe machine to which these Terms and Conditions apply;b) 30 % of the stipulated purchase price of the machine including
all additional services if the Customer withdraws from theAgreement no later than thirty calendar days following the day
when the Agreement was signed or any other binding order ofthe machine to which these Terms and Conditions apply;c) 40 % of the stipulated purchase price including all additional
services and options included in the purchase price of themachine if the Customer withdraws from the Agreement after the
Supplier has commenced manufacturing the subject of theAgreement;d) 60 % of the stipulated purchase price if the Customer
withdraws from the Agreement after the Supplier has completed
the manufacture of the machine in the manufacturing plant; alloptions requested by the Customer shall be considered special
additions to the basic design of the machine, its controls,mechanical capacity, mechanical tools and services, but shall notinclude commissioning, training in the operation of the machine,
shipment or packaging.
4. In the case of a request for insolvency procedure in relation to
the Customer before the transfer of the ownership right to thesubject of the delivery to the Customer, the Supplier may
withdraw from the Agreement and request immediate return of
the subject of the delivery and payment of contractual penalty
equal to 1 % of the purchase price for the subject of delivery.
5. If the Customer withdraws from the Agreement, the Customer
shall compensate the Supplier for costs actually incurred inrelation to the already implemented part of the subject ofdelivery.
6. The withdrawal from the Agreement shall become effective on
the day the notice of the withdrawal is delivered to the otherparty; if the other party fails to receive the notice, the withdrawal
shall become effective on the third day following the day when
the written notice is stored at the post office. The notice shall besent to the address specified in the heading of the Agreement.
V. Transfer of the Liability for Damage to the Things,
Takeover1. The liability for the damage to the things shall be transferred to
the Customer at the moment the subject of the delivery leaves
the site (this also applies to partial deliveries).

2. If the takeover is stipulated, it shall be performed immediately
on the date specified or immediately after the Supplier notifies
the Customer that the takeover is ready. The Customer shall notrefuse to take over the machine if there is a defect that does notconstitute a material violation of the Agreement by the Supplier.
In the context of applicability of this provision the term of material
violation caused by the Supplier refers to the existence of adefect preventing the operation of the machine.
3. If there is a delay of the shipment of the thing or takeover due
to circumstances not caused by the Supplier, the liability fordamage to the things shall be transferred to the Customer on the
day when the Supplier notifies the Customer that the thing isready for shipment or takeover.
VI. Right to the Subject of Delivery, Ownership RightReservation
1. The Supplier reserves the right to the subject of theAgreement until the Customer has paid the full purchase price.
2. The Customer shall insure the subject of delivery in the period
from the takeover until the acquisition of the ownership right tothe subject and shall do so at its own expenses; the insurance isrequired to cover the risk of loss caused by theft, damage, fire,
floods and other damage, otherwise the Customer shallcompensate the Supplier for damage caused by the failure to
take out such insurance policy. The Customer shall inform the
Supplier about the insurance of the subject of delivery in writing
within three days following the day when the insurance policy istaken out and shall present the Supplier with a copy of theinsurance policy. If the Customer fails to obtain such insurance,
the Supplier may insure the subject of delivery at the Customer's
expenses and to add the premium to the purchase price or
include it in a special invoice.
3. If the Customer's actions violate the Agreement, mainly if the
Customer fails to adhere to the payment conditions, the Suppliershall be entitled to send the Customer a notification about the
retrieval of the subject of delivery (an email message is sufficient)and to retrieve the subject of delivery within three days after thedelivery of the notification while the Customer shall return thesubject of delivery and grant the Supplier access to theCustomer's premises where the subject of delivery is located,otherwise the Supplier may claim that the Customer pay a oneoff contractual penalty of 5 % of the purchase price. The
application of the reservation of the ownership by the Supplier aswell as retaining the subject of delivery by the Supplier shall beconsidered a withdrawal from the Agreement on the part of the
Supplier.
4. The Customer shall not transfer the subject of the Agreement
to a third person (or enable a third person to do so) until thepurchase price has been paid in full or unless the Customer
obtains a written consent from the Supplier. Otherwise, theCustomer shall compensate the Supplier for any damage to thesubject of delivery and, at the same time, shall pay a one-off
contractual penalty for each case of such a transfer detected in
the amount of 3 % of the purchase price for the subject ofdelivery.
5. In the case of the application of the retaining right or any othermeasures by third parties in relation to the subject of delivery
before the purchase price has been paid in full the Customer
shall notify the Supplier about this situation immediately and shall
pay the Supplier a one-off contractual penalty for each case ofretaining of the subject of delivery detected in the amount of 5 %of the purchase price of the subject of delivery.
Reservation of ownership in the case of deliveries of higher
investment or subcontracting units:
6. Processing or transforming the subject of delivery by the
Customer before the ownership right to the thing has beentransferred to the Customer is only possible upon obtaining theseller's prior consent. If the Customer does so without obtaining
the Supplier's consent and if such a change decreases the valueof the subject of delivery, the Customer shall compensate theSupplier for the damage caused by this fact or restore theoriginal state of the subject of delivery, whichever the Supplierrequests. If the value of the subject of delivery is increased andthe Supplier grants consent with such a modification in
retrospect, the modification shall be considered to have been
made on behalf of the Supplier and the Supplier shall be deemed
Page 2 of 4

Annexe No. 3 /V6CZ/2021

the owner. If the subject of delivery has other things added which
are not the Supplier's property, the Supplier shall acquire a partof the ownership right to these things in the proportion of thevalue of the subject of delivery to the value of these added things
at the moment of addition, otherwise the Customer shallcompensate the Supplier for the damage caused by this addition.
The thing created by the modification shall be owned by the
Supplier and the reservation of the ownership right shall apply toit.
7. If the subject of delivery is inseparably connected with otherthings which are not the Supplier's property, the Supplier shallacquire a part of the ownership right to these things in the
proportion of the value of the subject of delivery to the value ofthe other connected things at the moment of the connection,otherwise the Customer shall compensate the Supplier for thedamage caused by this connection. If the connection is of suchnature that the Customer's thing is considered the main thing, theCustomer shall transfer the respective part of the ownership rightto the Supplier. The Customer shall exert due and proper care for
the Supplier's ownership or share on the ownership rights arisenin this way.
VII. Liability for Defects, Warranty, Complaints
1. The liability for defects shall be governed by relevant legal
regulations. The Supplier shall be held liable for defects that the
subject of delivery shows at the moment when the liability fordamage to the thing is transferred from the Supplier to theCustomer. The Supplier is also liable for defects occurring on thesubject of delivery within the warranty period specified in theAgreement.
Material defects of new subjects of deliveries in the warranty
periods
2. All components that demonstrate defects within 12 months
from the delivery and these defects demonstrably existed on thething at the moment when the liability for damage to the thing
was transferred from the Supplier to the Customer shall be
removed or replaced by the Supplier free of charge in an
adequate period of time.
This provision shall only apply if the Customer notifies the
Supplier about the defects in writing and within three days after
the discovery of the defects. The replaced parts shall become theSupplier's property. If the defects are removable, the Customer
shall only require the removal of the defect and shall not be
entitled to withdraw from the Agreement or request a reduction of
the purchase price as a consequence of the existence of such a
defect.
3. The Customer shall provide necessary cooperation following
the Supplier's prior notification about any necessary
improvements, repairs and additional deliveries; otherwise theSupplier shall not be liable for any damage arising in this way.
The Customer may only remove defects on its own or throughthird persons and claim that the Supplier pays compensation fornecessary expenses if there is an urgent threat to the safety ofoperation or if the Customer intends to avert excessively highdamage, of which the Customer shall notify the Supplier
immediately.
4. The Supplier shall be liable for costs caused by the removal of
defects acknowledged by the Supplier or by additional delivery
within the warranty period and on the Customer's site.
5. The Customer may withdraw from the Agreement if the
Supplier fails to commence the removal of defects for a period
longer than 30 days following the notification of the defect which
the Supplier acknowledged as justified.
6. If the defect cannot be removed, the Customer may only claim
a reduction of the price. No reductions of the price are
permissible in any other cases.
7. The Supplier shall not provide the warranty especially in thefollowing cases: unsuitable, defective, inexpert or inadequate useof the subject of delivery, normal wear and tear, defective
installation by the Customer, defective commissioning by the
Customer or third parties, mainly by insufficiently qualified ortrained staff of the Customer or a third party, normal wear andtear, incorrect or negligent handling, incorrect maintenance,
unsuitable operating means, defective structural works,
unsuitable location, chemical, electric-chemical or electricinfluences - unless the Supplier is responsible for these.

8. The Supplier shall not be held liable for the Customer's
damage caused by a repair performed by the Customer or a third
party. This also applies to modifications of the subject of delivery
performed without obtaining the Supplier's prior consent.
Special clause covering material defects of used subjects ofdelivery:
10. Reused subjects of delivery exclude any warranty for material
defects. This does not apply to defects deliberately concealed by
the Supplier.
Legal defects:
11. If the use of the subject of the Agreement results in a breachof industrial rights or copyrights, the Supplier shall provide theCustomer with the right to use the subject of the Agreement orshall modify the subject of the Agreement so that the use of it
does not violate these rights; the Supplier shall do so at its own
expenses.
If it is not possible for the Supplier under adequate economic
conditions or within an adequate period of time, the Customer
may withdraw from the Agreement without being entitled to any
other claims under the Agreement.
12. The Supplier shall take measures as per the preceding
stipulation only if- the Customer immediately (within three days after discovering
the situation) notifies the Supplier about the alleged breach ofindustrial rights or copyrights in writing;- the Customer supports the Supplier's defence against any
claims or enables the Supplier to adopt relevant measures,- the Supplier is still reserved all measures for defence including
the possibility to settle the situation outside court;- the legal defects are not caused by the Customer's instructionsor- the breach of the right is not caused by the fact that theCustomer unilaterally modified the subject of the Agreement orused it in a way contradictory to the Agreement.
13. The Customer's claims ensuing from the warranty shallbecome void in the case of all defects described above unlessthey are lodged in writing with the Supplier within the warranty
period and immediately (within three days) after the defects
occur on the subject of delivery.
VIII. Liability for Loss
1. The liability for loss shall be governed by relevant legal
regulations.
2. The Supplier shall compensate the Customer for loss up
to 5 % of the purchase price.
3. The Supplier shall not be liable for consequential and indirectloss.
4. Circumstances which exclude the Supplier's liability for loss
are specified in Article IX hereof.
IX. Force Majeure
1. The obligations of either party in relation to a sale by the
Supplier shall be suspended to the extent that such performanceis impeded or made unreasonably onerous by an occurrence
beyond the control of the party affected, provided that such party
could not reasonably have foreseen such occurrence at the timeof entering into the contract and could not reasonably haveavoided or overcome it or its consequences (Force Majeure).
Force Majeure includes, but is not limited to, industrial disputes,
fire, extreme weather, pandemics, war, extensive military
mobilization, insurrection, requisition, seizure, embargo,
restrictions in the use of power, epidemics, labour law disputes
and other exceptional circumstances which fulfil the conditions ofSection 2913, Par. 2 and the following paragraphs of the Civil
Code and defects or delays in deliveries by sub-contractors
caused by any such circumstance referred to above whether
occurring prior to or after the formation of the contract.
2. The party that claims being in a Force Majeure situation shallnotify the other party in writing without delay when thecircumstance starts and when it ends.
X. Impossibility of Performance
1. If the Customer finds it impossible to perform the Agreement
due to economic reasons, the Customer shall not be entitled towithdraw from the Agreement on these grounds in respect to theprovisions of Section 2006 of the Civil Code or to claim that the
Page 3 of 4

Annexe No. 3 /V6CZ/2021

obligations ensuing from the Agreement be declared void andshall remain bound by the Agreement in its full scope.
XI. Use of Software
1. If the subject of the Agreement includes software, theCustomer shall be granted a non-exclusive licence to use thesoftware including its documentation on the subject of theAgreement. The use of the software on more than one system isforbidden. The Customer may multiply, modify, translate andtransfer the software from the target code to the source only inthe extent permissible pursuant to the copyright law. The
Customer shall not remove or modify the details of the
manufacturer (and especially the statements regarding the
copyright) without obtaining a prior explicit consent from the
Supplier.
2. The Supplier or the supplier of the software shall retain allother rights to the software and the documentation including
copies. It is forbidden to provide sub-licences.
XII. Governing Law, Place of Settlement of Disputes
1. All legal relations between the Supplier and the Customer shallbe governed by the Czech law, particularly by Act No. 89/2012
Coll., the Civil Code, as amended; in the case of purchase
contracts the effects of the United Nations Convention on
Contracts for the International Sale of Goods of 11 April 1980,
which was adopted in the Czech Republic as Act No. 160/1991
Coll., shall be excluded.
2. The relevant court shall be selected according to theregistered office of the Supplier. However, the Supplier may also
lodge an action at the relevant court selected according to theCustomer's registered office.
***********************************************************
Note: For the purposes of these Terms and Conditions the contracting parties
may be referred to as follows:customer = buyer, client (but also user, contracting authority)
supplier = seller, deliverer, manufacturer (but also provider, bidder)

Page 4 of 4