General Terms & Conditions

Article	means any article or section of the GTC.
CC	means the Swiss Civil Code (SR 210).
GTC	has the meaning defined on page 1 of this document.
Customer	any natural or legal person acting in the course of its professional or commercial activity, who places an order. The GTC do not apply to consumers.
CO	means the Swiss Code of Obligations (SR 220).
Incoterms	means the Incoterms® 2020 rules published by the International Chamber of Commerce.
Offer	means the quotation or price proposal issued by the Seller.
Part Number	means each distinct item of an order, identified by a drawing, a technical plan or its own item number.
Seller	Selba S.A. (CHE-107.863.089).

All terms used in the GTC are to be understood in the gender and number required by the circumstances. Article headings are provided for convenience only and are not intended to affect the interpretation of the GTC.

These GTC form an integral part of the agreement between the Seller and the Customer. They apply to all legal acts concluded. Any terms and conditions of the Customer do not apply, unless otherwise agreed in writing by the Seller.

In the event of a discrepancy between the GTC and the contract of sale, the latter prevails.

The Seller reserves the right to amend the GTC at any time. The GTC applicable to an order are those in force on the date of the order confirmation; subsequent amendments do not apply to orders already confirmed.

Although the Seller endeavours to inform the Customer as accurately as possible, images and descriptions may differ slightly from the products actually delivered. They are provided for illustrative purposes only.

All prices are stated in CHF, EUR, GBP or USD. They are exclusive of VAT and of the ancillary charges set out in art. 4.2 to 4.4.

Unless otherwise stated, Offers are valid for 30 days from issuance. The applicable price is the one stated in the order confirmation.

Where a threshold expressed in CHF in these GTC applies to a price denominated in another currency, conversion is made at the rate in force on the date of the Offer.

Export deliveries are exempt from Swiss VAT provided that the Seller obtains the required customs evidence.

A production set-up charge of CHF 200.— is invoiced for each Part Number whose net product value, excluding VAT and ancillary charges, is below CHF 300.— and whose ordered quantity is below 100 pieces.

The charge is not due where at least one of these two thresholds is met. An order covering several Part Numbers gives rise to as many production set-up charges as there are Part Numbers meeting these conditions.

Each shipment gives rise to a preparation charge corresponding to the actual packaging and handling costs, subject to a minimum of CHF 25.—.

Partial deliveries requested by the Customer give rise to a preparation charge per shipment. Partial deliveries decided by the Seller give rise to a single such charge.

Where the Customer requests urgent production, namely within 1 to 5 working days from receipt of the order, and the Seller accepts that request, a rush charge of CHF 400.— is invoiced.

The urgent nature of the order and the corresponding charge are stated in the order confirmation. The urgent lead time starts on the latest of the events listed in art. 8.4.

The charge remains due where the urgent lead time is exceeded for reasons attributable to the Customer or to a third party.

The Seller may require, as stated in the Offer or in the order confirmation, a down payment of 30% of the total price, including VAT where applicable, upon order.

The down payment is set off against the final price. It constitutes a down payment and not earnest money within the meaning of art. 158 CO. The Seller is only required to start production once the down payment has been received.

In the case of payment by invoice, the Customer pays the full price within 30 days of receipt of delivery.

In the case of payment by advance transfer, the Customer makes the transfer within 10 days of order confirmation. Bank details are provided on request. Delivery takes place only after receipt of full payment.

In the event of late payment, the Customer is in default upon mere expiry of the deadline (art. 102 para. 2 CO).

Default interest of 8% per year is due from the due date (art. 104 para. 3 CO). Administrative fees of CHF 20.— per reminder are charged.

The Customer may not set off its claims, where disputed or not judicially recognised, against those of the Seller (art. 126 CO).

The products remain the property of the Seller until full payment (art. 715 CC). Before title is transferred, the Customer may neither encumber nor assign the products without the Seller's prior written consent.

Any refund is made using the payment method used for the order, within an indicative period of approximately 30 days.

Availability information is given for guidance only and may be changed at any time.

By confirming the order, the Customer makes a firm and binding purchase offer to the Seller. The contract is formed when the Seller sends an order confirmation to the Customer.

The Seller reserves the right to cancel an order not yet delivered, without having to give reasons. In such case, any down payment received is refunded in full to the Customer, to the exclusion of any other compensation.

The Customer may cancel or modify the order in writing as long as production has not started.

Once production has started, cancellation or modification is possible only with the Seller's written consent; the Customer then reimburses the costs already incurred, including materials, masks, tooling and production hours, subject to a minimum equal to the down payment, which remains acquired by the Seller. The Seller reserves the right to claim compensation for any additional loss.

Once shipped, any cancellation is excluded; the Customer remains obliged to pay for and take delivery of the product.

Products are shipped to the address indicated by the Customer.

Unless otherwise stated in the Offer or in the Seller's order confirmation, prices are DAP at the place of destination indicated in the Offer (Incoterms® 2020). Import formalities and charges, customs duties and import taxes are borne by the Customer. Unloading is the Customer's responsibility.

If the Customer indicates a delivery address different from the one stated in the Offer, the Seller reserves the right to adjust the price. A quotation under another Incoterm may be prepared at the Customer's request when the Offer is issued.

Incoterms stated on the Customer's documents are not binding on the Seller. The Seller does not sell DDP; any DDP reference appearing on a Customer document is of no effect.

Under DAP, transport costs to the agreed place of destination are included in the price. The shipment preparation charge under art. 4.3 is invoiced in addition.

The Customer is solely responsible for non-delivery in the event of an incorrect address or of failure to complete the import formalities incumbent upon it.

The minimum production lead time is 4 weeks. This lead time is indicative. It starts on the latest of the following dates:

• written approval of the drawings by the Customer;
• receipt by the Seller of the parts supplied by the Customer;
• receipt of the down payment or of the advance payment where required.

The actual lead time is confirmed upon receipt of the order. Stated lead times do not constitute a fixed date within the meaning of art. 108 CO. Art. 4.4 is reserved.

The risk of loss or damage passes to the Customer when the products are placed at its disposal, not unloaded, at the agreed place of destination.

In the event of apparent damage, the Customer records reservations with the carrier upon receipt and informs the Seller without delay.

If delivery is prevented or delayed for a reason attributable to the Customer, in particular the absence of import clearance, the risk passes to the Customer on the agreed date of making available, and storage, demurrage and return costs are borne by the Customer.

The Customer warrants that it holds the necessary rights in the drawings, plans and files it transmits and indemnifies the Seller against any third-party claim in this respect.

Parts supplied by the Customer travel at the Customer's risk. The Seller inspects them upon receipt as to quantity and apparent condition only. The Seller assumes no obligation to verify the conformity or functionality of drawings approved by the Customer.

In the event of loss of or damage to parts supplied by the Customer while held by the Seller, the Seller's liability is limited to the replacement value of the raw substrate, excluding added value, development costs and any indirect loss. It is for the Customer to insure its parts.

Parts not collected within 60 days of completion of the works may be stored at the Customer's expense or disposed of after a written formal notice has remained without effect.

The Seller warrants that the products delivered are free from defects that remove or materially reduce their value (art. 197 CO). The warranty does not cover normal wear, damage caused by improper use, or accidental damage.

Apparent defects must be reported immediately upon receipt; hidden defects upon their discovery, stating the order number, the description and, if possible, photographs.

Warranty claims are time-barred 12 months after delivery. In the event of a defect, the Seller elects between repair, replacement or a price reduction. Rescission of the contract is excluded. Art. 199 and art. 210 para. 6 CO are reserved.

The Seller is liable for any damage caused intentionally or by gross negligence. Liability for slight or moderate negligence is excluded to the fullest extent permitted by law.

In particular, the following are excluded:

• indirect damage;
• loss of profit;
• damage due to delay or improper use;
• cases of force majeure.

Liability for wilful misconduct or gross negligence (art. 100 para. 1 CO) and product liability under the PLA (SR 221.112.944) are reserved.

The Seller is not liable for non-performance or delay resulting from an event beyond its reasonable control, including act of God, natural disaster, fire, epidemic, war, act of authority, export or import restriction, interruption of energy supply, shortage of substrates or raw materials, cyberattack, strike or failure of a subcontractor.

Lead times are suspended for the duration of the impediment and the Seller informs the Customer without delay.

If the impediment lasts more than three months, either party may terminate the order in respect of the unperformed part, by written notice and without compensation on either side; the Customer reimburses the costs already incurred in accordance with art. 7.2.

The products may be subject to Swiss goods control legislation (GCA, SR 946.202; GCO, SR 946.202.1) as well as to foreign export control provisions.

The Customer informs the Seller, when the Offer is issued, of the end use and final destination of the products. The Seller is not required to perform an order until the necessary authorisations have been granted.

If an authorisation is refused, withdrawn or subject to unacceptable conditions, or if performance would contravene applicable sanctions, the Seller may suspend or terminate the order without compensation.

The Customer undertakes not to re-export the products in breach of the applicable provisions.

Any provision contrary to mandatory Swiss law shall be severable; its invalidity does not affect the other clauses.

The Seller's occasional waiver of its rights does not constitute a definitive waiver.

These GTC are drawn up in French and in English. In the event of any discrepancy between the two versions, the French version prevails.

All of the Seller's content is its exclusive property. The GTC may not be construed as a transfer of rights.

The processing of personal data is governed by the Swiss Federal Act on Data Protection (FADP, SR 235.1) and, where applicable, by Regulation (EU) 2016/679 (GDPR). Details are set out in the data protection statement available at selba.ch.

The GTC are governed by Swiss substantive law, excluding the CISG.

Any dispute relating to the GTC or to orders is subject to the jurisdiction of the ordinary courts of the Canton of Geneva (GE), Switzerland, subject to mandatory places of jurisdiction. The Seller reserves the right to bring proceedings at the Customer's ordinary place of jurisdiction.

All formal legal notices intended for the Company must be sent via registered mail to the address provided in the footer or via the dedicated legal email address.

Version V_1.0 — As of 18 July 2026 | Selba S.A., Route des Fayards 243, 1290 Versoix, Switzerland | VAT CHE-107.863.089