Article I: General provisions

binding for the contractual partner.

Article II: Prices, terms of payment, price adjustment, offsetting

1. prices are ex works excluding packaging plus the applicable value added tax. Packaging costs will be invoiced separately.

2. unless otherwise agreed, the purchase price must be paid within 30 days of receipt of the invoice. Unauthorized deductions will be reclaimed.

3. unless otherwise agreed, the customer shall be in default of payment at the latest if he does not make payment within 30 days of receipt of an invoice or equivalent request for payment. From the time of default, interest shall be charged on a monetary debt in accordance with § 288 BGB at
. This shall not affect the assertion of further or higher damages caused by default.

4. unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 6 months or more after conclusion of the contract.

5. the customer may only offset claims that are undisputed or have been legally established.

Article III: Time limits for delivery, delay

1. dates marked as “binding” or “confirmed” in the offer, in the order confirmation or in delivery documents
are legally binding dates in the sense that hmp is in default with the delivery incumbent upon it in the event of delays, unless it proves that it is not at fault for the delay. Dates which are described in the offer, in the order confirmation
or in delivery documents as “planned date” or “requested date” are legally non-binding dates in the sense that a separate request by the customer is required for the due date to occur. In cases of force majeure, the affected contracting party shall be released from the obligation to deliver or accept for the duration and to the extent of the impact.
Force majeure shall include in particular:
– fire damage,
– floods,
– strikes and lawful lockouts,
– epidemics (including epidemics and pandemics)

2. hmp is obliged to notify the customer immediately at
if hmp is not supplied, not supplied on time or not supplied properly by its upstream suppliers for the products to be delivered to the customer or for those goods or services which are necessary for the processing or manufacture of the products to be delivered to the customer by hmp, although hmp is not at fault for this, and hmp is entitled to withdraw from the contract within a reasonable period after the occurrence of such delivery difficulties on the part of the upstream supplier. In the event of withdrawal, hmp is obliged to reimburse the customer immediately for its counter-performance, in particular advance payments,
.

3. hmp is in default, the customer can – if he can credibly demonstrate that he has suffered a loss as a result – demand compensation for each completed week of delay of 0.5%, but not more than a total of 5% of the price for the part of the delivery that could not be used for the intended purpose due to the delay.

4. if the customer is in default of acceptance or culpably violates other obligations to cooperate, hmp shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. 

5. both claims for damages by the customer due to delayed delivery and claims for damages in lieu of performance that exceed the limits specified in No. 3 are excluded in all cases of delayed delivery, even after expiry of a deadline set by hmp
for delivery. This does not apply in cases of liability for intent, gross negligence or injury to life, body or health. The customer can only withdraw from the contract within the framework of the statutory provisions,
insofar as hmp is responsible for the delay in delivery. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

6. the customer is obliged, at the request of hmp, to declare within a reasonable period of time whether it is withdrawing from the contract due to the delay or insisting on delivery.

Article IV: Transfer of risk

1. the risk is transferred to the customer, even in the case of carriage paid delivery, when the goods are dispatched or collected. At the customer’s request and expense, hmp will insure the delivery against the usual transportation risks.

2. if dispatch, delivery or transfer to the customer’s own premises is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.

Article V: Retention of title

1. hmp shall retain title to the objects of the delivery (reserved goods) until all claims against the customer arising from the business relationship have been fulfilled.

2. the customer is not entitled to pledge the reserved goods to third parties or to assign them by way of security. However, the customer shall be entitled to use the reserved goods and to resell them in the ordinary course of business, but only on condition that the
customer receives payment from the third party or makes the reservation that ownership shall not pass to the third party until the latter has fulfilled its payment obligations.

3. if the customer resells goods subject to retention of title, he hereby assigns his future claims from the resale against the third party with all ancillary rights – including any balance claims – to hmp by way of security, without the need for further special declarations
. If the reserved goods are resold together with other items without an individual price having been agreed for the reserved goods, the customer assigns to hmp that part of the total price which corresponds to the price of the reserved goods invoiced by hmp.

4. the treatment and processing or transformation of the reserved goods by the customer is always carried out in the name of and on behalf of hmp. If the reserved goods are processed with other items which are not the property of hmp, hmp acquires co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. If the reserved goods are inseparably combined or mixed with other items not belonging to hmp, hmp acquires co-ownership of the new item in the ratio
of the value of the reserved goods to the other combined or mixed items at the time of combination or mixing. If the combination or mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to hmp on a pro rata basis. hmp accepts this transfer. The customer will keep the resulting sole ownership or co-ownership of the item for hmp.

5. until revoked, the customer is authorized to collect assigned claims. This shall not affect the seller’s right to collect the claims himself. In the event of an important reason, in particular in the event of default of payment, opening of insolvency proceedings,
bill protest or justified indications of over-indebtedness, hmp is entitled to revoke the customer’s authorization to collect. In addition, hmp may, after prior warning and subject to a reasonable period of notice, disclose the assignment by way of security,
realize the assigned claims and demand that the customer discloses the assignment by way of security to its customers.

6. if the reserved goods are seized or exposed to other interventions by third parties, the customer is obliged, as long as the ownership has not yet been transferred to him, to inform the third party of hmp’s ownership rights and to notify hmp immediately in writing,
so that hmp can enforce its ownership rights.

7. hmp is entitled to withdraw from the contract in addition to taking back the goods in the event of breaches of duty by the customer, in particular in the event of default of payment, after the unsuccessful expiry of a reasonable deadline set for the customer; the statutory provisions on the relevance of setting a deadline remain unaffected by this. The customer is obliged to surrender the goods. The taking back or assertion
of the retention of title by hmp does not constitute a withdrawal from the contract, unless hmp has expressly declared this.

Article VI: Receipt

The customer may not refuse to accept the goods due to insignificant defects.

Article VII: Material defects

hmp is liable for material defects as follows:

1. production shall be carried out in accordance with the valid specification of the customer, written agreements, including
statements of hmp, the internal technical specifications of hmp HEIDENHAIN-MICROPRINT GmbH or international and national standards. The subjective requirements (in particular the agreed quality) result from the documents listed here. The order of the previous documents corresponds to their priority.

2. all goods are customized products and therefore individually manufactured to customer specifications. In the absence of comparable products, the goods cannot be measured against objective requirements.

3. the goods are free from material defects if they have the agreed quality (subjective requirement). The agreed quality of a new product is generally derived from hmp’s offer in conjunction with the customer’s data and order details.

4. all those parts or services which exhibit a material defect shall, at the discretion of hmp, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk.

5. claims for subsequent performance shall become time-barred 12 months after the statutory limitation period begins. The same applies to withdrawal and reduction.
This does not apply in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty, in the event of fraudulent concealment of a defect and insofar as the law provides for longer periods in accordance with § 438 para. 1 no. 2 BGB. The statutory provisions on suspension of expiry, suspension and recommencement of time limits shall remain unaffected. The customer’s claims for reimbursement of expenses pursuant to § 445a BGB (recourse of the seller) shall also expire within 12 months, provided that the last contract in
the supply chain is not a purchase of consumer goods.  

6. notifications of defects by the customer must be made immediately in text form. The customer must provide as precise a description as possible of the defect, the circumstances of its occurrence and its effects.

7. in the event of notices of defects, the customer may withhold payments to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a notice of defects is asserted, the justification of which
is beyond doubt. If the notice of defects is unjustified, hmp is entitled to demand compensation from the customer for the expenses incurred.

8. hmp must first be given the opportunity to provide subsequent performance within a reasonable period of time.

9. if the supplementary performance fails, if hmp refuses the supplementary performance, if the supplementary performance is unreasonable for hmp, the customer may – without prejudice to any claims for damages pursuant to Art. VII – withdraw from the contract or reduce the remuneration.

10. hmp is under no circumstances obliged to reimburse expenses for the removal, installation or attachment of the repaired or redelivered item within the scope of subsequent performance.

11. the customer’s right of recourse (§ 445 a BGB) against hmp only exists insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects.

12. partial deliveries are permissible insofar as they are reasonable for the customer.

13. claims for damages by the customer due to a material defect are excluded. This shall not apply in the event of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty and in the event of fraudulent concealment of a defect.
The above rules do not imply a change in the burden of proof to the detriment of the customer.

14 The term “claims for damages” in these General Terms and Conditions also includes claims for reimbursement of futile expenses.

Article VIII: Exclusion of warranty; storage and processing of the goods

1. a defect does not exist in the case of:
a) excess or short deliveries of up to 10 %, these are reserved for technical production reasons.
b) defective parts whose quota is within the defective parts regulation. The following defective parts regulation shall apply: 30 % defective parts on the benefit (mathematically rounded) and max. 5 % of the delivery quantity in relation to the individual part.

2. claims for defects shall not exist in the event of only insignificant deviations from the agreed quality, in the event of only insignificant impairment of usability, in the event of damage arising after the transfer of risk as a result of incorrect or negligent handling, in the event of natural wear and tear or in the event of damage arising due to special external influences which are not provided for in the contract.

3. solderable and bondable surface finishes must be processed or machined within 12 months (exception: chemically Ni/Au – 18 months). No further warranty is given for the processability or machinability of these surface finishes.
If the goods are processed or further processed after this period has expired, the warranty shall lapse. In the event of proper processing or further processing, Article VII. No. 5 shall apply without prejudice.

4. the customer shall be responsible for inspecting the goods immediately prior to processing or treatment. The customer must ensure that the delivered products meet the physical, technical and chemical requirements for further processing or treatment, in particular
must ensure that the goods can be processed without prior drying. If the customer processes or treats the goods without appropriate testing, any warranty rights are excluded.

Article IX: Other claims for damages

1. unless otherwise provided for in these General Terms and Conditions, claims for damages by the customer, irrespective of the legal grounds, in particular for breach of duties arising from the contractual obligation and from tort, are excluded.

2. This does not apply if liability is as follows:
a) under the Product Liability Act,
b) in the event of intent,
c) in the event of gross negligence on the part of owners, legal representatives or executives,
d) in the event of non-compliance with an assumed guarantee,
e) in the event of fraudulent intent,
f) for culpable injury to life, limb or health or g) for culpable breach of material contractual obligations, or health or
g) for culpable breach of material contractual obligations
However, damages for breach of material contractual obligations shall be limited to the foreseeable
damage typical of the contract, unless another of the
aforementioned cases applies.

3. a change in the burden of proof to the detriment of the customer is not associated with the above provision.

Article X: Reservation of performance

1. the fulfillment of the contract is subject to the proviso that there are no obstacles due to German, US or other applicable national, EU or international regulations of foreign trade law as well as no embargoes or other sanctions.

2. the customer is obliged to provide all information and documents required for export, shipment and import.

Article XI: Impossibility, contract adjustment

1. if delivery is impossible, the customer is entitled to demand compensation, unless hmp is not responsible for the impossibility. However, the customer’s claim for damages shall be limited to 10% of the value of that part of the delivery which
cannot be put to the intended use due to the impossibility.

2. if unforeseeable events within the meaning of Article III No. 2 significantly change the economic significance or the content of the delivery or have a significant impact on hmp’s operations, the contract shall be adapted appropriately in good faith. Insofar as
this is not economically justifiable, hmp has the right to withdraw from the contract. If hmp wishes to make use of this right of withdrawal, it must inform the customer immediately after realizing the consequences of the event, even if
an extension of the delivery time was initially agreed with the customer.

Article XII: Jurisdiction and applicable law

1. the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Berlin.

2. this contract, including its interpretation, shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Article XIII: Retention periods

The respective type-related documents and data provided by the customer to hmp will be destroyed without the need for prior approval by the customer if the customer has not ordered a product of the same type from hmp within the last 3 years. The period begins
at the end of the calendar year in which the last order for a product of the same type was placed. The period is determined separately for each specific product. This period shall not apply if the law provides for longer retention periods.

End of the General Terms and Conditions – hmp as of December 2022