I. Validity of the hmp Terms and Conditions of Purchase (hmp-T&Cs)
1. hmp-T&Cs apply exclusively. The hmp-T&Cs apply to all contracts concluded by hmp as purchaser or customer, unless expressly agreed otherwise in writing. Conditions of the supplier do not become part of the contract, even if hmp does not expressly contradict them. Terms and conditions of the supplier shall only become part of the contract if and insofar as hmp has expressly agreed to their validity in writing. This requirement of consent applies in any case, for example even if hmp accepts the supplier’s deliveries without reservation in the knowledge of the supplier’s general
terms and conditions. The hmp-GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also referred to as: goods), irrespective of whether the supplier manufactures the goods himself or purchases them from suppliers (§§ 433, 651 BGB).

2. hmp-EB shall also apply in their respective version as a framework agreement for future contracts for the purchase and/or delivery of movable goods with the same supplier, without hmp having to refer to them again in each individual case; in this case, hmp shall inform the supplier immediately of any changes to the hmp-EB.
3. Individual agreements made with the supplier in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over the hmp-EB. Only written contracts or written confirmations from hmp are authoritative for the content of such agreements.
4. References to the validity of statutory regulations are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these hmp-T&Cs.
5. If reference is made in the hmp-T&Cs to a written form requirement, the written form requirement shall also be deemed to have been fulfilled by fax, remote data transmission or e-mail.

II Conclusion of contract
1. Only orders placed by hmp in writing are legally binding.
2. If hmp does not respond to suggestions, demands or proofs of the Supplier, this shall in no case be deemed as consent, unless expressly agreed otherwise in writing.
3. The Supplier must inform hmp of obvious errors (e.g. typing and calculation errors) and incompleteness of the order including the order documents for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not concluded.

III Scope and content of the obligation to perform / rights of use / property rights
1. The scope of the Supplier’s obligation to perform shall be determined by the specifications and service descriptions provided upon conclusion of the contract or, in the absence thereof, by the information in the Supplier’s offers and brochures.
2. All deliveries shall comply with the applicable DIN and/or VDE standards as well as other standards customary in the industry or EU standards, unless expressly agreed otherwise in writing. 
3. hmp shall only accept the ordered quantities or numbers of items. Excess, short or partial deliveries are only permitted with the prior written consent of hmp.
4. The supplier is not entitled to have the service owed by him performed by third parties (e.g. subcontractors) without the prior written consent of hmp. The supplier bears the procurement risk for its services, unless otherwise agreed in individual cases (e.g. sale of goods in stock).

IV. Modification of the service
1. If it becomes apparent during the execution of the contract that deviations from the originally agreed specification are necessary or expedient, the Supplier must inform hmp of this immediately. hmp will then announce whether hmp wishes to agree to the proposed changes.
2. hmp reserves the right to make changes to the service even after conclusion of the contract, insofar as this is reasonable for the Supplier or customary in the industry. hmp will take appropriate account of the effects of changes to the service, in particular with regard to additional or reduced costs and delivery dates.

V. Delivery dates and delay in delivery
1. The delivery date stated in hmp’s order is binding.
2. the supplier is obliged to inform hmp immediately in writing, stating the reasons and the expected duration of the delay, if it becomes apparent to him that the delivery date cannot be met.
3. hmp is entitled to the statutory claims without restriction in the event of a delay in delivery.
4. hmp shall be entitled, irrespective of point V. 3. The supplier is entitled to demand a contractual penalty of 0.5% per week or part thereof, but in total no more than 5% of the net total order value of the delayed delivery, unless the supplier proves that hmp has actually incurred no damage at all or a significantly lower damage, but at least 10% lower, in relation to the respective contractual penalty. The proof of damages exceeding the contractual penalty in sentence 1 by hmp is not excluded by this. If hmp accepts the delayed service, hmp will claim the contractual penalty at the latest with the final payment.

VI Transfer of risk, documents
1. Unless otherwise agreed in writing or stated in the order, delivery shall be made to the delivery address stated in the order. The respective delivery address is also the place of performance (debt to be discharged at creditor’s domicile). The risk is only transferred at the time of handover at the place of fulfillment (usually receipt of goods at hmp). If acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services also apply accordingly in the event of acceptance. If hmp is in default of acceptance, this is equivalent to handover or acceptance.  

2. hmp’s default of acceptance is subject to the statutory provisions. However, the supplier must also expressly offer its performance to hmp if a specific or determinable calendar time has been agreed for an action or cooperation by hmp (e.g. provision of material). If hmp is in default of acceptance, the supplier can demand compensation for its additional expenses in accordance with the statutory provisions (§ 304 BGB). If the contract relates to a non-fungible item to be manufactured by the Supplier (individual production), the Supplier shall only be entitled to further rights if hmp undertakes to cooperate and is responsible for the failure to cooperate.
3. A delivery bill stating the order number and the order item must be enclosed with each delivery. Invoices must be sent to hmp at the same time as the goods are dispatched. If the delivery bill is missing or incomplete, hmp is not responsible for the resulting delays in processing and payment.

VII Prices and payment
1. All prices are subject to statutory VAT.
2. Invoices must contain the order number and order item for processing, otherwise they are deemed not to have been received due to lack of processing capability.
3.In the event of defective delivery or service, hmp is entitled to withhold payment until proper fulfillment without loss of rebates, discounts or similar payment benefits.
4. Payment for goods or services accepted without complaint shall be made after acceptance of the goods and receipt of the invoice within
14 days with a 3% discount, within 30 days net. In the case of bank transfer, payment is deemed to have been made on time if the transfer order from hmp is received by hmp’s bank before the expiry of the payment deadline; 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 of the supplier (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transportation costs including any transportation and liability insurance). The supplier must take back packaging material at the request of hmp.
6. hmp does not owe any interest on arrears. The default interest is 5 percentage points above the base interest rate per annum. The statutory provisions apply to the occurrence of default by hmp, whereby a written reminder by the Supplier is required in any case.
7. hmp is entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. hmp is particularly entitled to withhold due payments as long as hmp is still entitled to claims from incomplete or defective services against the Supplier.
8The supplier only has a right of set-off or retention due to legally established or undisputed counterclaims, insofar as they do not result from the same contractual relationship.

VIII. Guarantee, warranty
1. The supplier guarantees that all services comply with the latest state of science and technology, the relevant legal provisions and the regulations and guidelines of authorities, professional associations and trade associations.
2. If the supplier has concerns about the type of execution requested by hmp, the supplier must inform hmp of these immediately in writing. This has no influence on the binding nature of the originally planned delivery date.
3. hmp is entitled to the statutory warranty claims without restriction. This also applies to defects in the operating or operating instructions.
4. In accordance with the statutory provisions, the supplier is liable in particular for ensuring that the goods have the agreed quality at the time of the transfer of risk to hmp. In any case, those product descriptions which – in particular by designation or reference in the order of hmp – are the subject of the respective contract or have been included in the contract in the same way as these hmp-EB are deemed to be an agreement on the quality. It makes no difference whether the product description originates from hmp, from the supplier or
from the manufacturer.
5The statutory provisions (§§ 377, 381 HGB) apply to the commercial obligation to inspect and give notice of defects, with the following proviso: hmp’s
obligation to inspect is limited to defects which become apparent during the incoming goods inspection by hmp under external examination including the delivery documents as well as during the quality control by hmp in the random sampling procedure (e.g. transport damage, wrong and short delivery). If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. The obligation to give notice of defects discovered later remains unaffected. In all cases, the complaint by hmp (notification of defects) is deemed to be immediate and timely if it is notified to the Supplier within 14 calendar days.
6. Notwithstanding § 442 para. 1 sentence 2 BGB, hmp is also entitled to claims for defects without restriction if the defect remained unknown to hmp upon conclusion of the contract due to gross negligence.
7. The costs incurred by the Supplier for the purpose of inspection and rectification (including any removal and installation costs) shall be borne by the Supplier even if it turns out that there was actually no defect. The liability for damages of hmp in the event of an unjustified request for rectification of defects remains unaffected; in this respect, however, hmp is only liable if hmp recognized or was grossly negligent in not recognizing that there was no defect.  
8. hmp is entitled to demand reimbursement of the necessary expenses or a corresponding advance payment from the supplier if the supplier fails to fulfill its obligation of subsequent performance – at hmp’s discretion either by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery) – within a reasonable period set by hmp. If the supplementary performance by the supplier has failed or is unreasonable for hmp (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline needs to be set; hmp will inform the
supplier of such circumstances immediately, if possible in advance.
9. In all other respects, hmp is entitled to reduce the purchase price or to withdraw from the contract in the event of a material defect or defect of title in accordance with the statutory provisions. In addition, hmp is entitled to compensation for damages and expenses in accordance with the statutory provisions.
10. the statutory warranty period shall apply with the proviso that the warranty period in the event of the resale of the delivered goods or their The warranty period for the use in the manufacture of hmp products only begins to run at the point in time at which the goods purchased from the supplier are delivered for the purpose of resale or at which the warranty period for the hmp product equipped with the goods begins to run vis-à-vis the customer of hmp, but no later than 24 months after delivery of the goods to hmp.
11. hmp’s warranty claims as the ordering party with regard to a defect in the delivery notified within the statutory warranty period shall expire 24 months after the notification of the defect has been made, but not before the end of the warranty period.
12. for delivered parts which could not remain in operation during the investigation of the defect and/or the rectification of the defect, a current warranty period shall be extended by the time of the interruption of operation. In the event of subsequent delivery or rectification of defects, the statutory warranty period for repaired or replaced parts shall commence anew upon completion of the rectification of defects or delivery of replaced parts to hmp.

IX. Liability/Limitation periods
1. The Supplier’s liability shall be governed by the statutory provisions. An exclusion of liability, even for slight negligence, is not possible.
2. The statutory limitation periods shall apply; a shortening of the limitation periods is excluded.

X. Product liability
1. If a claim is made against hmp due to violation of official safety regulations or due to domestic or foreign product liability regulations due to a defectiveness of hmp products which is attributable to defective goods of the supplier, then hmp is entitled to demand compensation for this damage from the supplier to the extent that this damage was caused by the goods delivered by the supplier. Furthermore, in the event that hmp is responsible, the supplier must reimburse hmp for the costs of a precautionary replacement or recall action required under the circumstances in accordance with its contributory negligence ratio.  

2.insofar as the claim is possible and insofar as liability exists in the external relationship at the expense of the supplier, the supplier shall indemnify hmp accordingly from claims of third parties within the scope of its liability in accordance with X.1. and shall also bear all reasonable costs incurred by hmp in this connection. Further legal claims, as well as claims not covered by this indemnification in accordance with  

Point X.1 remains unaffected.
3. hmp will inform the supplier about the content and scope of recall measures – as far as possible and reasonable – and give him the opportunity to comment. Further legal claims remain unaffected.
4. The supplier will carry out a quality assurance that is suitable in type and scope and corresponds to the latest state of the art and will prove this to hmp upon request. If hmp deems it necessary, the supplier will conclude a corresponding quality assurance agreement with hmp.

XI Third-party property rights
1. The Supplier guarantees and assures that all deliveries are free of third-party property rights and, in particular, that patents, licenses or other third-party property rights are not infringed by the delivery and use of the delivery items.
2. The Supplier shall indemnify hmp and hmp customers against third-party claims arising from any infringements of property rights and shall also bear all costs incurred by hmp in this connection.
3. hmp is entitled to obtain permission to use the relevant delivery items and services from the entitled party at the Supplier’s expense, unless this is associated with disproportionate costs for the Supplier.

XII Retention of title, provision, samples, models, tools
1. hmp retains title to all parts provided to the supplier. Any processing or transformation by the Supplier shall be carried out for hmp. If the provided goods are processed with other items not belonging to hmp, hmp acquires co-ownership of the new item in the ratio of the value of the provided goods to the value of the other processed items at the time of processing.
2. hmp retains ownership and all property rights to samples, models, tools, product information, documents, etc. paid for or provided by hmp. The Supplier is obliged to use the samples, models, tools exclusively for the production of the goods ordered by hmp.
3. Provided substances and materials (e.g. software, finished and semi-finished products), templates, samples and other objects are – as long as they are not processed – to be stored separately at the expense of the Supplier and to be insured to an appropriate extent against destruction and loss.
4. The transfer of ownership of the goods to hmp must take place unconditionally and without regard to the payment of the price. However, if hmp accepts an offer of the supplier for transfer of ownership conditional on the payment of the purchase price in individual cases, the supplier’s retention of title expires at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, hmp remains authorized to resell the goods even before payment of the purchase price with advance assignment of the resulting claim (alternatively, the simple retention of title
and the retention of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to 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 – as of February 1, 2024