These General Terms and Conditions of Purchase (hereinafter the “GTCP”) govern all purchases of raw materials, components, tooling, subcontracting services and services placed by 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 “Buyer”), with any supplier, subcontractor or service provider (hereinafter the “Supplier”), in connection with its activity of designing and manufacturing wiring harnesses, connectors and cabling solutions for the automotive (On Road) and industrial (Off Road) sectors.
Any order placed by Wmotion implies the Supplier’s unreserved acceptance of these GTCP, to the exclusion of any general terms and conditions of sale of the Supplier, unless Wmotion expressly agrees in writing to derogate from all or part of these terms.
Article 1 — Scope of application
1.1
These GTCP apply to all purchase orders placed by Wmotion, for all of its sites and divisions, relating to raw materials (in particular cables, connectors, electronic components), subcontracted parts, tooling, molds and equipment, as well as related services.
1.2
They prevail over any general terms and conditions of sale of the Supplier, even if these appear on its order confirmations, invoices or any other document, except for a framework supply agreement (“Long Term Agreement”), a quality agreement or a development agreement signed between the parties, which shall prevail in the event of conflict with these GTCP.
1.3
The fact that the Supplier begins performance of an order, delivers the products or accepts any payment constitutes full and unreserved acceptance of these GTCP.
Article 2 — Orders
2.1
Only a written order issued by an authorized person of Wmotion (purchase order, EDI delivery call-off, framework agreement) shall bind Wmotion. Any verbal order must be confirmed in writing to be valid.
2.2
The Supplier must acknowledge receipt of the order and confirm its terms (quantities, price, deadlines) within five (5) working days; in the absence of any objection within this period, the order shall be deemed accepted on Wmotion’s terms.
2.3
Any modification or cancellation of an order by Wmotion must be notified in writing. The Supplier must immediately alert Wmotion if such a modification is likely to affect deadlines, prices or technical feasibility.
2.4
For automotive projects, the order shall only be deemed final after joint validation of the technical specifications, production of initial samples (PPAP/first article) and, where applicable, signature of a supplier quality agreement.
Article 3 — Prices and invoicing
3.1
Prices indicated in the order are fixed and not subject to revision during the period they cover, unless an indexation clause has been expressly agreed in writing (in particular for raw materials with variable prices such as copper).
3.2
Prices are exclusive of taxes, with the Incoterm specified in the order (failing which, see Article 5.1), unless otherwise stipulated. Any service, cost or additional charge not expressly provided for in the order may not be invoiced without Wmotion’s prior written agreement.
3.3
Invoices must comply with the order, mention Wmotion’s references (order number, item reference) and be sent according to the terms specified by Wmotion. Any non-compliant invoice may be rejected and its payment suspended until it is rectified.
3.4
Unless otherwise agreed, payment shall be made sixty (60) net days from the end of the month in which the invoice was issued, subject to the delivery being compliant.
Article 4 — Delivery times, safety stock and late-delivery penalties
4.1
The delivery times indicated in the order are mandatory and constitute an essential condition of the contract, given their direct impact on Wmotion’s production lines and those of its own customers (OEMs, Tier 1s).
4.2
In the event of a risk of delay, the Supplier must inform Wmotion in writing without delay, specifying the causes and the corrective measures envisaged (in particular a recovery plan, express transport at its own cost).
4.3 Safety stock
Unless otherwise stipulated in the order or the framework agreement, the Supplier shall build up and permanently maintain, on Wmotion’s behalf, a safety stock (“Safety Stock”) calculated according to the following formula: SS = Cref x Ccouv, where Cref = MAX (Q3M/13; P6M/26)
- SS: safety stock expressed as the number of units to be permanently maintained;
- Cref: reference weekly consumption, taken as the higher of the following two terms;
- Q3M: quantities actually ordered/delivered by Wmotion over the last three (3) rolling calendar months, divided by 13 (number of weeks) — used in a stabilized production regime;
- P6M: forecast quantities communicated by Wmotion for the next six (6) months, divided by 26 (number of weeks) — used primarily during the ramp-up phase of a new project, when this forecast is higher than the historical average;
- Ccouv: coverage coefficient expressed as a number of weeks of consumption, set out in the order or the framework agreement (in the absence of any specification, four (4) weeks).
The safety stock thus calculated shall be recalculated monthly by the Supplier on the basis of actual consumption data and updated forecasts provided by Wmotion.
4.4 FIFO rule and stock rotation
The Supplier shall apply a strict FIFO (“First In, First Out”) management method to the entirety of the safety stock built up on Wmotion’s behalf, such that no batch remains in stock for more than three (3) months from its date of manufacture or receipt of incoming materials. Any batch exceeding this three (3) month rotation period must be removed from the safety stock, reintegrated into production in accordance with applicable quality rules, or destroyed at the Supplier’s expense if it no longer complies with shelf-life or traceability requirements, without this releasing the Supplier from its obligation to maintain the safety stock level required under Article 4.3.
4.5 Late-delivery penalties — calculation formula
Any delivery delay attributable to the Supplier and not covered by a case of force majeure within the meaning of Article 12 shall automatically give rise, without prior formal notice, to a penalty calculated according to the following formula:
Penalty = Order amount excl. tax x daily rate x number of working days of delay
Where daily rate = 0.5%/working day – Cap = 10% of the order amount excluding tax
The count of days of delay begins on the first working day following the contractual delivery date. These penalties are due regardless of any claim for additional damages where Wmotion’s actual loss (in particular additional express transport costs, line stoppage, penalties passed on by Wmotion’s customers) exceeds the capped amount of the lump-sum penalty, the latter then being treated as an advance payment against such loss.
4.6 Scheduled delivery call-offs
Within the framework of scheduled delivery call-offs (Kanban, EDI Call-off, framework agreements), the Supplier undertakes to permanently maintain the safety stock defined in Article 4.3 and sufficient production capacity to meet reasonable variations in Wmotion’s demand, in accordance with the agreed terms.
Article 5 — Packaging, transport, Incoterm and customs formalities
5.1
Default Incoterm: unless expressly stipulated otherwise in the order, all purchases are made under the Incoterm DDP — Delivered Duty Paid (Incoterms® 2020), to the place of delivery designated by Wmotion. The Supplier shall accordingly bear all export and import formalities, the main transport, customs duties, taxes, charges and ancillary costs until the products are effectively made available at the agreed place, including unloading where provided for in the order.
5.2
Products must be packaged in accordance with Wmotion’s packaging specifications (where applicable) or, failing that, in accordance with practices ensuring their perfect preservation during transport and storage. The Supplier remains liable for any damage resulting from inadequate packaging.
5.3 Mandatory customs information
Prior to any delivery, the Supplier shall provide Wmotion in writing, for each product reference, with:
- the HS code (Harmonized System) applicable to the product;
- where applicable, the ECCN (Export Control Classification Number) classification number within the meaning of the U.S. EAR (Export Administration Regulations), or the mention “EAR99” / “not subject” if applicable;
- the preferential and non-preferential country of origin of the products, as well as any supporting documents (certificate of origin, supplier’s declaration) enabling Wmotion to benefit from the applicable preferential arrangements.
The Supplier guarantees the accuracy, completeness and up-to-date nature of this information. Any fine, penalty, customs surcharge, customs detention or customs clearance delay resulting from an error, omission, inaccuracy or failure to communicate attributable to the Supplier shall give rise to full financial compensation to Wmotion, upon simple presentation of supporting documents, without prejudice to any other recourse or penalty otherwise applicable.
Article 6 — Quality, inspection, acceptance and handling of non-conformities
6.1
The Supplier guarantees that the products delivered comply with the applicable technical specifications, drawings, samples and quality standards (in particular IATF 16949 standards and customer-specific requirements (“CSR”) for the automotive sector), and comply with the legal and regulatory requirements in force in the destination markets.
6.2
The Supplier shall implement an appropriate quality management system and shall provide, at Wmotion’s request, any traceability document, certificate of conformity, inspection report or PPAP file relating to the products delivered.
6.3
Wmotion reserves the right to carry out, itself or through a mandated third party, quality controls, process audits and product audits on the Supplier’s premises, subject to reasonable notice, without this releasing the Supplier from its liability as to the conformity of the products.
6.4
Receipt of the products by Wmotion does not constitute final acceptance of their conformity; Wmotion retains the right to refuse or return, at any time and at the Supplier’s expense, any product found to be non-compliant, including after use or integration into a sub-assembly.
6.5 Deadline for return of non-compliant products — 48 hours
In the event of notification by Wmotion of a non-conformity, the Supplier shall have a strict period of forty-eight (48) working hours from such notification to arrange, at its own cost and risk, for the collection and return of non-compliant products (“Return to Vendor”), or to provide written on-site handling instructions accepted by Wmotion.
After this forty-eight (48) hour period, if no effective return or instructions have been provided by the Supplier, Wmotion reserves the right to have the non-compliant products destroyed, at the Supplier’s exclusive expense and on the sole basis of a photographic record or a non-conformity report, without such destruction engaging Wmotion’s liability or depriving it of its right to compensation under Articles 4.5, 7 and 8.
6.6
In the event of a non-conformity being detected, in particular after delivery to a Wmotion customer, the Supplier undertakes to actively cooperate in any root-cause analysis (“8D”, “Ishikawa”), in the implementation of immediate corrective actions (sorting, rework) and preventive actions, and to bear the resulting costs in accordance with the terms of Article 8.
Article 7 — Warranty
7.1
The Supplier warrants the products delivered against any design defect (where it bears responsibility for it), material defect or manufacturing defect, as well as their compliance with the contractual specifications, for a minimum period of twenty-four (24) months from delivery, or for the lifetime of the vehicle or equipment where the parts concerned are intended for automotive applications with an extended lifetime, as specified in the order or the applicable quality agreement.
7.2
This warranty covers, at Wmotion’s choice, the replacement, repair or refund of non-compliant products, as well as the coverage of sorting, rework and transport costs and, where applicable, vehicle recall or service campaign (“field action”) costs directly attributable to the non-conformity of the Supplier’s products.
7.3
This warranty applies without prejudice to the statutory warranties and does not exclude the Supplier’s liability for hidden defects or product liability for defective products.
Article 8 — Liability and insurance
8.1
The Supplier is liable for any direct or indirect damage caused to Wmotion or to third parties as a result of a non-conformity, defect or breach of contract attributable to it, including product recall costs, production line downtime costs, customer penalties passed on, and third-party claims.
8.2
The Supplier undertakes to take out and maintain in force, for the entire duration of the business relationship and beyond, for the applicable limitation period, professional and product liability insurance of an amount sufficient in view of the stakes of the automotive and industrial sector, and to provide evidence of this at Wmotion’s simple request.
8.3
The Supplier warrants and indemnifies Wmotion against any third-party claim (including Wmotion’s customers) resulting from an infringement of a third party’s intellectual property rights due to the products or processes supplied, except where these result from specifications imposed by Wmotion.
Article 9 — Intellectual property, tooling and confidentiality
9.1
Unless otherwise agreed, any tooling, mold, jig or specific equipment financed in whole or in part by Wmotion is or becomes the property of Wmotion upon payment, even if it physically remains at the Supplier’s premises for production purposes. The Supplier undertakes to identify it as such, to maintain it, to use it only for Wmotion’s needs, and to return it upon simple request.
9.2
Drawings, technical specifications, know-how and developments provided by Wmotion to the Supplier remain the exclusive property of Wmotion and may not be used by the Supplier for other purposes, nor communicated to third parties (including competitors of Wmotion), without prior written agreement.
9.3
The Supplier undertakes to treat as strictly confidential all of Wmotion’s technical, commercial and strategic information of which it becomes aware in the context of the business relationship, for the entire duration thereof and for a period of five (5) years after its termination, unless a confidentiality agreement (NDA) provides for a different period.
9.4
The Supplier may not refer to Wmotion or to its business relationship for communication or commercial reference purposes without Wmotion’s prior written agreement.
Article 10 — Availability of spare parts (“Service Parts”)
10.1
The Supplier guarantees the availability, production or supply capacity of spare parts corresponding to the products delivered for a period of ten (10) years from the date of end of series production (“End of Production” / EOP) notified by Wmotion, this period being extended to fifteen (15) years where the products are intended for heavy-duty vehicle applications or the Off-Road industrial sector, given the extended lifetime of such equipment.
10.2
During this period, the Supplier shall keep available the tooling, technical data, production or sourcing resources and know-how necessary for the manufacture of said spare parts, on reasonable price and lead-time terms that are non-discriminatory compared to the series production period.
10.3
Any cessation of activity concerning the products covered by the order, any transfer, scrapping or substantial modification of the dedicated tooling must be notified to Wmotion in writing at least twelve (12) months in advance, in order to allow Wmotion to organize a final consolidated order (“Last Time Buy”) or to exercise, where applicable, the right of substitution provided for in Article 13.
Article 11 — Subcontracting and process modification
11.1
The Supplier may not subcontract all or part of the order, nor transfer its production to another site, without Wmotion’s prior written agreement.
11.2
Any modification of the manufacturing process, materials, production site or approved subcontractors must be the subject of prior notification to the Supplier and validation by Wmotion, in accordance with the change management procedures (“PCN — Process Change Notification”) applicable to the automotive sector.
Article 12 — Force majeure
12.1
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, namely an event that is unforeseeable, irresistible and external to the party invoking it.
12.2
Express exclusion of internal strikes at the Supplier: social movements, strikes, walkouts or labor disputes internal to the Supplier, limited to its personnel, its production site(s), or those of its direct subcontractors, are explicitly excluded from the definition of force majeure. Such events may under no circumstances be invoked by the Supplier to justify a delay, suspension or non-performance of its obligations towards Wmotion, except in the case of a general or cross-industry strike of national or sector-wide scope entirely beyond the control of the Supplier and its management.
12.3
The Supplier invoking an admissible case of force majeure must nevertheless implement all reasonable means to limit the impact on deliveries to Wmotion, including seeking alternative sourcing solutions, given the critical nature of the components for the automotive and industrial production lines. The party invoking force majeure must inform the other party in writing as soon as possible; if the event continues beyond thirty (30) days, Wmotion may terminate the order concerned without compensation and/or exercise the right of substitution provided for in Article 13.
Article 13 — Continuity of supply and right of substitution in the event of default
13.1
In the event of a proven default by the Supplier — in particular cessation or prolonged interruption of deliveries, insolvency, insolvency proceedings, serious breach not remedied after formal notice has remained without effect for fifteen (15) days, or a case of force majeure within the meaning of Article 12 continuing beyond thirty (30) days — Wmotion reserves a right of substitution enabling it to ensure the continuity of supply of its own production lines and those of its customers.
13.2
Under this right of substitution, Wmotion may, free of charge and without any compensation due to the Supplier, use or have used by a substitute supplier of its choice: the tooling, molds, jigs and production equipment dedicated to the products concerned — whether owned by Wmotion under Article 9.1 or owned by the Supplier where they have been specifically developed or amortized for the needs of Wmotion’s orders — as well as the technical data, drawings, processes and intellectual property rights strictly necessary for the manufacture of said products, for the sole period necessary to restore normal supply or until the definitive transfer of production.
13.3
The Supplier undertakes to provide all cooperation necessary for the implementation of this right of substitution (physical provision of the tooling, transmission of technical and process data, access to premises under reasonable safety conditions), without the exercise of this right constituting a waiver by Wmotion of any action for compensation for the loss resulting from the Supplier’s default.
13.4
This right of substitution is exercised without prejudice to the Supplier’s own intellectual property rights over its general processes not specifically developed for Wmotion, and automatically ceases as soon as normal supply is restored by the Supplier or its definitive replacement.
Article 14 — Regulatory compliance and sustainable development
14.1
The Supplier guarantees that the products delivered comply with applicable regulations, in particular with regard to chemical substances (REACH, RoHS), conflict minerals, product safety, export controls and environmental law, in all destination markets communicated by Wmotion.
14.2
The Supplier undertakes to comply with fundamental principles regarding human rights, working conditions, business ethics and the fight against corruption, in accordance with Wmotion’s supplier code of conduct, where communicated, or failing that, the internationally recognized standards applicable to its sector of activity.
Article 15 — Data protection
15.1
Personal data exchanged between the parties in the context of the business relationship is processed in compliance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the General Data Protection Regulation (GDPR).
15.2
This data is used solely for the purpose of managing the purchasing relationship and is only communicated to third parties to the extent necessary for the performance of the order.
Article 16 — Suspension and termination
16.1
In the event of a serious breach by the Supplier of its obligations (recurring non-conformity, repeated delays, breach of confidentiality, damage to Wmotion’s reputation), and after formal notice has remained without effect for a period of fifteen (15) days, Wmotion may suspend ongoing orders, terminate the order concerned or the applicable framework agreement, without prejudice to any damages and without prejudice to the exercise of the right of substitution provided for in Article 13.
16.2
In the event of insolvency proceedings (bankruptcy, composition moratorium or equivalent) affecting the Supplier, Wmotion may automatically terminate any ongoing order, subject to applicable mandatory legal provisions.
Article 17 — Miscellaneous provisions
17.1
If any of the clauses of these GTCP is deemed null or unenforceable, the other clauses shall retain their full validity.
17.2
The fact that Wmotion does not, at a given time, avail itself of any of these GTCP may not be interpreted as a waiver of its right to do so at a later date.
17.3
These GTCP, together with the documents to which they refer (order, quality agreement, framework agreement, supplier code of conduct), constitute the entire agreement between the parties regarding their purchasing relationship, unless special conditions have been negotiated in writing.
Article 18 — Applicable law and jurisdiction
18.1
These GTCP and any order placed by 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.
18.2
Any dispute relating to the validity, interpretation or performance of these GTCP shall be submitted to the exclusive jurisdiction of the courts of Wmotion’s registered office, subject to contrary mandatory provisions.