I. Applicability of the hmp Terms and Conditions of Purchase (hmp-EB)
1. The hmp-EB apply exclusively. The hmp-EB apply to all contracts that hmp enters into as a buyer or purchaser, unless otherwise expressly agreed in writing. The supplier’s terms and conditions shall not form part of the contract, even if hmp does not expressly object to them. The supplier’s terms and conditions shall only become part of the contract to the extent that hmp has expressly agreed to their applicability in writing. This requirement for consent applies in all cases, including, for example, when hmp accepts the supplier’s deliveries without reservation while being aware of the supplier’s General Terms and Conditions
. The hmp General Terms and Conditions (hmp-EB) apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also referred to as “Goods”), regardless of whether the supplier manufactures the Goods itself or purchases them from subcontractors (Sections 433, 651 of the German Civil Code (BGB)).

2. The hmp-EB, in their current version, shall serve as a framework agreement for future contracts regarding the purchase and/or delivery of movable goods with the same supplier, without hmp being required to refer to them again in each individual case; In such cases, hmp will immediately inform the supplier of any changes to the hmp-EB.
3. Individual agreements made with the supplier on a case-by-case basis (including ancillary agreements, additions, and amendments) shall in all cases take precedence over the hmp-EB. Only written contracts or written confirmations from hmp shall be decisive regarding the content of such agreements.
4. References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions therefore apply insofar as they are not directly amended or expressly excluded in these hmp-EB.
5. If the hmp-EB refer to a requirement for written form, this requirement is also deemed to be satisfied by fax, data transmission, or email.

II. Conclusion of Contract
1. Only orders placed by hmp in writing are legally binding.
2. If hmp does not respond to the supplier’s proposals, requests, or evidence, this shall in no case be deemed consent, unless otherwise expressly agreed in writing.
3. The supplier must notify hmp of any obvious errors (e.g., typographical or calculation errors) or omissions in the order, including the order documents, prior to acceptance so that they may be corrected or completed; otherwise, the contract shall be deemed not to have been concluded.

III. Scope and Content of the Obligation to Perform / Rights of Use / Intellectual Property Rights
1. The scope of the Supplier’s obligation to perform is determined by the specifications and service descriptions provided upon conclusion of the contract or, in the absence thereof, by the information contained in the Supplier’s offers and brochures.
2. All deliveries must comply with the applicable DIN and/or VDE standards as well as other industry-standard norms or EU standards, unless otherwise expressly agreed in writing.
3. hmp will only accept the ordered quantities or unit counts. Over-deliveries, under-deliveries, or partial deliveries are permitted only with hmp’s prior written consent.
4. Without hmp’s prior written consent, the supplier is not authorized to have the services it is obligated to provide performed by third parties (e.g., subcontractors). The supplier bears the procurement risk for its services unless otherwise agreed upon in individual cases (e.g., sale of goods in stock).

IV. Changes to the Services
1. If, during the performance of the contract, it becomes apparent that deviations from the originally agreed-upon specifications are necessary or advisable, the supplier must notify hmp of this immediately. hmp will then indicate whether it intends to approve the proposed changes.
2. hmp reserves the right to make changes to the scope of services even after the contract has been concluded, provided that such changes are reasonable for the supplier or customary in the industry. In the event of changes to the scope of services, hmp will give appropriate consideration to the resulting effects, particularly with regard to additional or reduced costs as well as delivery dates.

V. Delivery dates and delay in delivery
1. The delivery date stated in hmp’s order is binding.
2. The supplier is required to notify hmp immediately in writing, stating the reasons and the expected duration of the delay, if it becomes apparent to the supplier that the delivery date cannot be met.
3. In the event of a delay in delivery, hmp is entitled to all statutory remedies without restriction.
4. Notwithstanding Section V. 3., hmp is entitled to charge the supplier a contractual penalty of 0.5% per week or portion thereof, but not exceeding a total of 5% of the total net order value of the delivery in default, unless the supplier proves that hmp actually incurred no damage at all or damage that is significantly lower—by at least 10%—than the respective contractual penalty. This does not preclude hmp from proving damages exceeding the contractual penalty specified in the first sentence. If hmp accepts the delayed performance, hmp will claim the contractual penalty no later than upon the final payment.

VI. Transfer of Risk, Documents
1. Unless otherwise agreed in writing or specified in the order, delivery must be made to the delivery address specified in the order. The respective delivery address is also the place of performance (obligation to deliver). Risk shall not pass until the time of handover at the place of performance (generally, receipt of goods at hmp). If acceptance has been agreed upon, such acceptance shall be decisive for the transfer of risk. In all other respects as well, the statutory provisions of the law governing contracts for work and services apply mutatis mutandis to acceptance. Hmp’s default in acceptance shall be deemed equivalent to delivery or acceptance.

2. The statutory provisions apply to the occurrence of default of acceptance by hmp. However, the supplier must expressly offer its performance to hmp even if a specific or determinable calendar period has been agreed upon for an action or cooperation on the part of hmp (e.g., provision of materials). If hmp is in default of acceptance, the supplier may demand reimbursement of its additional expenses in accordance with the statutory provisions (Section 304 of the German Civil Code (BGB)). If the contract concerns a non-fungible item to be manufactured by the supplier (custom-made item), the supplier is entitled to further rights only if hmp has committed to cooperate and is responsible for the failure to cooperate.
3. Each delivery must be accompanied by a delivery note specifying the order number and the order item. Invoices must be sent to hmp at the same time the goods are shipped. If the delivery note is missing or incomplete, hmp shall not be held responsible for any resulting delays in processing and payment.

VII. Prices and Payment
1. All prices are exclusive of applicable sales tax.
2. Invoices must include the order number and the order line item for processing; otherwise, they will be deemed not to have been received due to the inability to process them.
3. In the event of a defective delivery or service, hmp is entitled to withhold payment until proper performance has been achieved, without forfeiting any discounts, cash discounts, or similar payment benefits.
4. Payment for goods or services accepted without objection shall be made within
14 days after acceptance of the goods and receipt of the invoice, with a 3% discount, or within 30 days net. In the case of bank transfer, payment is deemed to have been made on time if hmp’s bank receives the transfer order from hmp before the payment deadline expires; hmp is not responsible for delays caused by the banks involved in the payment process.

5. Unless otherwise agreed in individual cases, the price includes all services and ancillary services provided by the supplier (e.g., assembly, installation) as well as all incidental costs (e.g., proper packaging, transportation costs, including any transportation and liability insurance). The supplier must take back packaging materials upon request by hmp.
6. hmp owes no interest on overdue payments. The interest rate for late payment is 5 percentage points above the base rate per annum. The statutory provisions apply to the occurrence of default on the part of hmp; however, notwithstanding any such provisions, a written demand for payment by the supplier is required in all cases.
7. hmp is entitled to rights of set-off and retention as well as the defense of non-performance to the extent provided by law. In particular, hmp is entitled to withhold due payments as long as hmp still has claims against the supplier arising from incomplete or defective performance.
8. The supplier shall have a right of set-off or retention only with respect to counterclaims that have been legally established or are undisputed, provided they do not arise from the same contractual relationship.

VIII. Warranty and Guarantee
1. The supplier guarantees that all services comply with the latest scientific and technical standards, the relevant legal provisions, and the regulations and guidelines of government agencies, professional associations, and trade associations.
2. If the Supplier has any reservations regarding the method of execution requested by hmp, the Supplier must notify hmp of this in writing without delay. This shall not affect the binding nature of the originally scheduled delivery date.
3. hmp is entitled to the statutory warranty claims without restriction. This also applies to defects in the operating or user manual.
4. In accordance with statutory provisions, the supplier is liable, in particular, for ensuring that the goods possess the agreed-upon quality at the time of transfer of risk to hmp. In any case, the product descriptions that are the subject matter of the respective contract—in particular through designation or reference in hmp’s order—or that have been incorporated into the contract in the same manner as these hmp-EBs shall be deemed to constitute an agreement regarding quality. It makes no difference whether the product description originates from hmp, the supplier, or
from the manufacturer.
5. The statutory provisions (§§ 377, 381 HGB) apply to the commercial duty to inspect and give notice of defects, subject to the following condition:
hmp’s obligation to inspect is limited to defects that become apparent during hmp’s incoming goods inspection—based on a visual examination, including the review of delivery documents—as well as during hmp’s quality control via random sampling (e.g., damage during transport, incorrect or short deliveries). If acceptance has been agreed upon, there is no obligation to inspect. In all other cases, it depends on the extent to which an inspection is reasonable in light of the circumstances of the individual case and in the ordinary course of business. The obligation to give notice of defects discovered later remains unaffected. In all cases, hmp’s notice of defects shall be deemed to have been given without delay and in a timely manner if it is communicated to the supplier within 14 calendar days.
6. Notwithstanding § 442(1), sentence 2 of the German Civil Code (BGB), hmp shall be entitled to claims for defects without restriction even if hmp was unaware of the defect at the time the contract was concluded as a result of gross negligence.
7. The costs incurred by the supplier for the purposes of inspection and rectification (including any removal and installation costs) shall be borne by the supplier even if it turns out that no defect actually existed. hmp’s liability for damages in the event of an unjustified request for rectification of defects remains unaffected; in this respect, however, hmp is liable only if hmp recognized—or failed to recognize due to gross negligence—that no defect existed.
8. If the supplier fails to fulfill its obligation to provide subsequent performance—at hmp’s discretion, either by remedying the defect (repair) or by delivering a defect-free item (replacement delivery)—within a reasonable period set by hmp, hmp may remedy the defect itself and demand reimbursement from the supplier for the expenses incurred in doing so or a corresponding advance payment. If the supplier’s attempt at subsequent performance has failed or is unreasonable for hmp (e.g., due to particular urgency, a threat to operational safety, or the imminent risk of disproportionate damage), no deadline need be set; hmp shall notify the supplier at
of such circumstances without delay, if possible in advance.
9. Furthermore, in the event of a material defect or a defect of title, hmp is entitled, in accordance with statutory provisions, to reduce the purchase price or to rescind the contract. In addition, hmp is entitled to compensation for damages and reimbursement of expenses in accordance with statutory provisions.
10. The statutory warranty period applies, with the proviso that, in the event of resale of the delivered goods or their use in the manufacture of hmp products, the warranty period shall not begin until the goods purchased from the supplier are shipped for the purpose of resale or at the time the warranty period for the hmp product equipped with the goods begins for the hmp customer, but no later than 24 months after delivery of the goods to hmp.
11. hmp’s warranty claims as the purchaser shall become time-barred 24 months after the notice of defect is given with respect to a defect in the delivery reported within the statutory warranty period, but not before the end of that period.
12. For parts that could not remain in service during the investigation of the defect and/or the rectification of the defect, the current warranty period shall be extended by the duration of the service interruption. In the event of a replacement delivery or repair, the statutory warranty period for repaired or replacement parts shall begin anew upon completion of the repair or delivery of the replacement parts by hmp.

IX. Liability/Statutes of Limitations
1. The Supplier’s liability is governed by statutory provisions. Liability cannot be excluded, including for slight negligence.
2. The statutory statutes of limitations apply; any shortening of the statutes of limitations is excluded.

X. Product Liability
1. If hmp is held liable due to a violation of official safety regulations or under domestic or foreign product liability laws because of a defect in hmp products that is attributable to defective goods supplied by the supplier, then hmp is entitled to demand compensation from the supplier for such damages to the extent that they were caused by the goods supplied by the supplier. Furthermore, in the event that the supplier is liable, the supplier shall reimburse hmp for the costs of any precautionary replacement or recall necessary under the circumstances, in proportion to the supplier’s share of fault.

2. To the extent possible under the terms of the claim and to the extent that the Supplier is liable to third parties, the Supplier shall indemnify hmp against claims by third parties within the scope of its liability pursuant to X.1. hmp and shall also bear all reasonable costs incurred by hmp in this connection. Any further statutory claims, as well as claims not covered by this indemnification pursuant to

Section X.1 remains unaffected.
3. hmp will inform the supplier—to the extent possible and reasonable—of the content and scope of recall measures and give the supplier the opportunity to comment. Any further legal claims remain unaffected.
4. The supplier shall implement a quality assurance system that is appropriate in terms of type and scope and in line with the latest state of the art, and shall provide evidence thereof to hmp upon request. The supplier shall, to the extent that hmp deems it necessary, enter into a corresponding quality assurance agreement with hmp.

XI. Third-Party Intellectual Property Rights
1. The Supplier warrants and represents that all deliveries are free of third-party intellectual property rights and, in particular, that the delivery and use of the delivered items do not infringe any patents, licenses, or other third-party intellectual property rights.
2. The Supplier shall indemnify hmp and hmp’s customers against any claims by third parties arising from any infringement of intellectual property rights and shall also bear all costs incurred by hmp in this connection.
3. hmp is entitled, at the Supplier’s expense, to obtain authorization from the rights holder to use the relevant goods and services, unless this would entail disproportionate costs for the Supplier.

XII. Retention of Title, Materials Provided, Samples, Models, Tools
1. hmp retains title to all parts provided to the supplier. Any processing or transformation carried out by the supplier is performed on behalf of hmp. If the provided goods are processed together with other items not belonging to hmp, hmp shall acquire co-ownership of the new item in proportion to the value of the provided goods relative to the value of the other processed items at the time of processing.
2. hmp reserves title to, as well as all intellectual property rights in, samples, models, tools, product information, documentation, etc., paid for or provided by hmp. The supplier is obligated to use the samples, models, and tools exclusively for the manufacture of the goods ordered by hmp.
3. Materials and supplies provided (e.g., software, finished and semi-finished products), templates, samples, and other items must—as long as they are not being processed—be stored separately at the supplier’s expense and insured to an appropriate extent against destruction and loss.
4. The transfer of title to the goods to hmp must take place unconditionally and regardless of payment of the purchase price. However, if hmp accepts, in individual cases, an offer by the supplier for transfer of title contingent upon payment of the purchase price, the supplier’s retention of title shall expire no later than upon payment of the purchase price for the delivered goods. In the ordinary course of business, hmp remains authorized to resell the goods even prior to payment of the purchase price, subject to the advance assignment of the resulting claim (alternatively, the simple retention of title under Section
, extended to cover resale, shall apply). This therefore excludes all other forms of retention of title, in particular extended retention of title, transferred retention of title, and retention of title extended to cover further processing.

XIII Confidentiality
1. The contracting parties undertake to keep confidential all information arising from the cooperation under this contract, unless it is generally known, has been lawfully acquired from third parties or has been independently developed by third parties and is to be used exclusively for the purposes of this contract. The protected information includes, in particular, technical data, purchase quantities, prices and information about products and product developments, current and future research and development projects, customer data and all company data of the other contracting party.
2 Furthermore, the supplier is obliged to keep all illustrations, drawings, calculations and other documents received confidential and to disclose them to third parties only with the express consent of hmp, unless the information contained therein is generally known.
3. the supplier shall also pass on the above confidentiality obligations to its employees and subcontractors.
4. the obligations according to XIII. end 5 years after the end of the last contractual relationship between the parties to which this hmp-EB applies.

XIV. Assignment
An assignment of the supplier’s existing claims against hmp is only effective vis-à-vis hmp if it has been notified to hmp in writing beforehand and hmp has declared its consent in writing.

XV. Export control
Only the mandatory applicable export regulations apply. Furthermore, the supplier is obliged to actively inform hmp in writing prior to the conclusion of the contract about mandatory applicable authorization requirements for (re-)exports of his goods in accordance with German, European, US export and customs regulations as well as the export and customs regulations of the country of origin of his goods. For goods requiring an export license, the supplier shall in particular submit a written declaration for the relevant goods items with all necessary information.

XVI Compliance
1. The Supplier shall comply with the applicable statutory regulations and ordinances on environmental protection, health and safety at work, the treatment of employees and the protection of human rights. Furthermore, the supplier shall observe and comply with the principles of the UN Global Compact Initiative (www.unglobalcompact.org) and ensure that its subcontractors also act accordingly.
2. The supplier shall respond to inquiries regarding compliance, social responsibility and sustainability in the supply chain within a reasonable period of time and in compliance with specified formalities. In addition, in the event of a suspected breach of the aforementioned obligations, the supplier must immediately clarify possible breaches and inform us of the clarification measures taken and, in justified cases, disclose the affected supply chain. If the suspicion proves to be well-founded, the supplier must inform us within a reasonable period of time of the internal measures it has taken to prevent future violations. If the supplier does not comply with these obligations within a reasonable period of time, we reserve the right to withdraw from contracts with him or to terminate them with immediate effect.
3. In the event of serious violations of the law by the supplier and in the event of violations of the provisions in Section XVI, we reserve the right to withdraw from existing contracts or to terminate them without notice.

XVII Final provisions
1. Unless otherwise agreed, the place of performance shall be the place to which the goods are to be delivered or where the service is to be rendered in accordance with the order.
2. The law of the Federal Republic of Germany shall apply to these hmp GTCP and all legal relationships between hmp and the supplier, excluding the UN Convention on Contracts for the International Sale of Goods.
3.The place of jurisdiction for all legal disputes arising from or in connection with contractual relationships based on these Terms and Conditions of Purchase is Berlin. hmp is also entitled to sue the Supplier at the court at the Supplier’s registered office or branch office or at the court at the place of performance.

End of the Terms and Conditions of Purchase – Effective January 2026