These General Terms and Conditions of Sale (hereinafter the “GTC”) govern the entirety of the business relations between Wmotion Group SA, whose registered office is at 14 rue du Bassin, 2000 Neuchâtel, SWITZERLAND, registered in the commercial register under UID No. [CHE-201.422.712] (hereinafter “Wmotion” or the “Seller”), and any professional client (hereinafter the “Client”) placing an order for products and/or services with Wmotion, in particular wiring harnesses, connectors, mechatronic sub-assemblies and cabling solutions intended for the automotive and industrial sectors.
Any order placed with Wmotion implies the Client’s unreserved acceptance of these GTC, to the exclusion of any general purchasing conditions of the Client, unless Wmotion expressly agrees in writing to derogate from all or part of these GTC.
Article 1 — Scope of application
1.1
These GTC apply, without restriction or reservation, to all sales of products and services concluded by Wmotion with professional clients (OEMs, Tier 1 suppliers, distributors, industrial companies), regardless of the ordering channel (quotation, purchase order, EDI, customer portal, framework agreement).
1.2
These GTC prevail over any document of the Client, except for special conditions negotiated and formalized in writing between the parties (framework supply agreement, quality agreement, technical specifications), which shall prevail in the event of conflict with these GTC.
1.3
Wmotion reserves the right to amend its GTC at any time; the version applicable to each order is the one in force on the date the order is placed.
Article 2 — Quotations, orders and formation of the contract
2.1
Quotations issued by Wmotion are valid for thirty (30) calendar days from their date of issue, unless otherwise stated, and do not constitute a firm commitment until they have resulted in an order accepted by Wmotion.
2.2
Any order from the Client (purchase order, EDI, delivery call-off) must be confirmed in writing by Wmotion (order acknowledgement or “order confirmation”) in order to be deemed accepted. In the event of a discrepancy between the Client’s purchase order and Wmotion’s order acknowledgement, only the latter shall prevail.
2.3
For automotive and industrial projects involving specific developments (tooling, drawings, prototypes), the order shall only be deemed final after joint validation of the technical specifications, initial samples (PPAP / first article) and, where applicable, signature of a quality agreement and a framework supply agreement (“Long Term Agreement”).
2.4
Any modification to an order (quantities, deadlines, technical specifications) requested by the Client after confirmation must be the subject of Wmotion’s prior written agreement and may result in an adjustment of the price and/or the deadlines.
Article 3 — Prices and payment terms
3.1
Prices are those shown on the quotation or the order confirmation, expressed in Swiss francs (CHF) or in euros (EUR) as agreed between the parties, exclusive of taxes, transport, insurance, customs and packaging costs, unless otherwise stipulated.
3.2
Given the volatility of raw material prices (in particular copper and other non-ferrous metals) used in the manufacture of wiring harnesses, prices may be subject to a periodic revision (indexation) clause defined in the special conditions or the applicable framework agreement for the order. In the absence of a specific clause, prices are fixed for the validity period of the quotation.
3.3
Unless special conditions have been agreed in writing, invoices are payable within thirty (30) net days from the invoice date, by bank transfer to the account indicated by Wmotion.
3.4
Any late payment shall automatically result, after a formal notice has remained unsuccessful, in the application of default interest at the statutory rate, as well as, where applicable, the suspension of ongoing deliveries until the situation is regularized, without prejudice to any other recourse.
3.5
No discount is granted for early payment, unless expressly agreed otherwise.
Article 4 — Delivery times and terms
4.1
Delivery times are communicated for information purposes upon order confirmation. Wmotion shall make every effort to meet them, taking into account the supply constraints specific to the cabling and connector industry.
4.2
Unless otherwise stipulated, delivery shall be made in accordance with the Incoterm mentioned on the order confirmation (ICC in force). In the absence of any specification, the sale shall be deemed concluded Ex Works (EXW) from Wmotion’s production site.
4.3
A reasonable overrun of the indicative deadlines shall not give rise to cancellation of the order, penalties or damages, unless a late-delivery penalty clause has been expressly negotiated and capped in a specific framework agreement.
4.4
In the case of scheduled deliveries or delivery call-offs (“Kanban”, “EDI Call-off”), the Client undertakes to communicate its forecasts and firm call-offs within the agreed deadlines; any failure or delay in communication by the Client releases Wmotion from any liability regarding the consequences on delivery lead times.
Article 5 — Transfer of risk and ownership
5.1
The transfer of risk of loss or deterioration of the products takes place in accordance with the Incoterm applicable to the order.
5.2
Retention of title: notwithstanding the transfer of risk, Wmotion retains full ownership of the products delivered until full payment of the price in principal, costs and ancillary charges. In the event of non-payment on the due date, Wmotion may claim the return of unpaid products, without prejudice to any other right or action.
5.3
Until full payment has been made, the Client undertakes to keep the products in good condition, not to transform them irreversibly without Wmotion’s agreement, and to inform Wmotion of any seizure or proceedings likely to affect products subject to retention of title.
Article 6 — Quality control, conformity and receipt
6.1
Products are manufactured in accordance with the technical specifications, drawings and specifications jointly validated by the parties, as well as the quality standards applicable to the sector concerned (in particular IATF standards for the automotive industry, where applicable).
6.2
It is the Client’s responsibility to check the apparent quantitative and qualitative conformity of the products upon receipt. Any complaint relating to apparent defects or a quantitative non-conformity must be made in writing within eight (8) working days of receipt, failing which the products shall be deemed accepted.
6.3
For hidden defects, the complaint must be sent in writing within a reasonable period after their discovery, in accordance with applicable legal provisions.
Article 7 — Warranty
7.1
Wmotion warrants that the products delivered comply with the contractually defined technical specifications and are free from material and manufacturing defects, under normal conditions of use, assembly and environment as provided for in the specifications.
7.2
Unless otherwise agreed, the contractual warranty period is twelve (12) months from delivery, or the longer period agreed in a specific quality agreement or framework agreement (in particular for automotive applications with a vehicle lifetime warranty).
7.3
Wmotion’s warranty is limited, at its discretion, to the replacement or repair of products recognized as defective, or to the reimbursement of the price paid for said products. It excludes any failure resulting from assembly, use, storage or integration not in compliance with the technical specifications provided by Wmotion, normal wear and tear, modification of the product by the Client or a third party, or a case of force majeure.
7.4
Wmotion’s warranty does not extend to components or materials supplied by the Client (“consignment”, Client-owned parts) nor to defects resulting from drawings or specifications imposed by the Client.
Article 8 — Liability
8.1
Wmotion’s liability may only be engaged in the event of proven fault in the performance of its contractual obligations.
8.2
Except in the case of intentional misconduct or gross negligence, Wmotion’s total liability for a given order is limited to the amount excluding tax of said order, and expressly excludes any indirect, immaterial or consequential damage (loss of operation, loss of production, loss of market, damage to image, vehicle recall costs or recall campaign costs, unless otherwise provided by mandatory provisions or a specific quality agreement).
8.3
The above limitations do not apply to bodily injury resulting from a product safety defect, for which the mandatory provisions of product liability law apply.
Article 9 — Tooling, production equipment and intellectual property
9.1
Unless otherwise agreed, tooling, molds and specific equipment developed or acquired by Wmotion for the execution of an order, even when invoiced in whole or in part to the Client, remain the property of Wmotion and remain primarily allocated to the manufacture of the products covered by the contract, unless a written agreement to the contrary specifies the conditions for transfer of ownership, making available or return of said tooling.
9.2
Studies, drawings, prototypes, know-how, methods and technical developments carried out by Wmotion, including at the Client’s request, remain the exclusive property of Wmotion, unless expressly agreed otherwise in a specific development contract.
9.3
Each party undertakes to respect the confidentiality of the technical, commercial and industrial information of the other party communicated within the framework of the business relationship, and to use it only for the purposes of performing the contract, including after the end of the contractual relationship, in accordance with any confidentiality agreements (NDA) concluded between the parties.
Article 10 — Force majeure
10.1
Neither party may be held liable for the non-performance or delay in the performance of its obligations resulting from a case of force majeure within the meaning of Swiss case law and law, including in particular natural disasters, fires, epidemics, strikes, acts of war, government decisions, disruptions in the supply of raw materials or components attributable to third parties, and breakdowns or cyberattacks significantly affecting production tools.
10.2
The party invoking a case of force majeure must inform the other party in writing as soon as possible. If the event continues beyond sixty (60) days, each party may terminate the order concerned in writing, without compensation, for the part not performed.
Article 11 — Data protection
11.1
Personal data communicated by the Client within the framework of the business relationship (contacts, contact details of representatives) is processed by Wmotion in accordance with its privacy policy, available on its website, and in compliance with the Swiss Federal Act on Data Protection (FADP) as well as, where applicable, the General Data Protection Regulation (GDPR) for clients located in the European Union.
11.2
This data is used solely for the purpose of managing the business relationship, processing orders and invoicing, and is only transmitted to third parties to the extent necessary for the performance of the contract (carriers, logistics partners, customs authorities).
Article 12 — Suspension and termination
12.1
In the event of a serious breach by the Client of its obligations (in particular default of payment, non-compliance with contractual delivery call-offs), and after a formal notice has remained without effect for fifteen (15) days, Wmotion may suspend ongoing deliveries or terminate the order(s) concerned, without prejudice to any damages.
12.2
In the case of a framework supply agreement for a fixed or indefinite term, the conditions for termination (notice period, minimum volumes, compensation for specific tooling and stock) are defined in said framework agreement, which shall prevail over these GTC in the event of discrepancy.
Article 13 — Miscellaneous provisions
13.1
If any of the clauses of these GTC is deemed null or unenforceable, the other clauses shall retain their full validity.
13.2
The fact that Wmotion does not, at a given time, avail itself of any of these GTC may not be interpreted as a waiver of its right to do so at a later date.
13.3
These GTC, together with the documents to which they refer (quotations, order confirmations, quality agreements, framework agreements), constitute the entire agreement between the parties regarding their business relationship, unless special conditions have been negotiated in writing.
Article 14 — Applicable law and jurisdiction
14.1
These GTC and any order placed with Wmotion are governed by substantive Swiss law, to the exclusion of conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 11 April 1980), unless the parties expressly agree otherwise.
14.2
Any dispute relating to the validity, interpretation or performance of these GTC shall be submitted to the exclusive jurisdiction of the courts of Wmotion’s registered office, subject to contrary mandatory provisions or an arbitration/mediation clause specifically negotiated in a framework agreement.