Terms and Conditions for Design, Development and Manufacturing

These Terms and Conditions (the "Conditions") govern the supply of design, development, and manufacturing services by Fretronics Engineering Limited, a company incorporated in Scotland with company number SC743248 and having its registered address at Unit 37, Elderpark Workspace, 100 Elderpark Street, Glasgow, G51 3TR ("Fretronics Engineering").

You can contact us by sending an email to info@fretronics.com or calling us on +44(0)141 316 3967.

By engaging Fretronics Engineering for the purchase of services related to the design, development, and manufacture of a one-off, custom part or low-volume production run of a product, you, as the Customer, confirm that you have read, understood, and agree to be bound by these Conditions.

1. Applicability of These Terms

1.1. These Conditions apply solely to the design, development, and manufacture of one-off, custom parts or low-volume production runs. For the purposes of these Conditions, "low-volume" is defined as production runs of up to 10 units.

1.2. Any production volumes exceeding the defined "low-volume" threshold will require a separate Electronics Manufacturing Services (EMS) contract.

1.3. This agreement does not affect, nor is it affected by, any terms and conditions governing other services offered by Fretronics Engineering, including but not limited to higher-volume production work or repair services, each of which is subject to its own separate terms and contracts.

1.4. These Conditions exist independently and must not be combined or misinterpreted with agreements for other services provided by Fretronics Engineering.

2. Scope of Work

2.1. Fretronics Engineering agrees to provide design, development, and manufacturing services for a low-volume production run of a custom product ("the Product") as outlined in the agreed estimate.

2.2. The Customer must provide accurate and timely specifications, instructions, and any necessary materials to facilitate the design and manufacturing process.

2.3. Any requested changes to the agreed scope of work must be submitted in writing. Such changes may result in additional costs or extensions to the delivery schedule, which will be communicated to the Customer.

3. Pricing and Payment

3.1. The price for the Product, including VAT where applicable, will be detailed in the agreed estimate.

3.2. A deposit of 50% of the total estimated price is required upon confirmation of the estimate, with the remaining balance payable according to the agreed payment schedule.

3.3. All invoices are payable within 7 days of issuance unless otherwise specified. Work will not commence or continue unless payments are made on time.

3.4. In the event of cancellation by the Customer after the estimate has been confirmed, the Customer agrees to pay for all work completed, materials procured, and associated costs incurred up to the point of cancellation.

3.5. If the low-volume production run involves staged payments (e.g., prototyping, production, or assembly phases), the next stage will not commence until payment for the previous stage is fully received.

4. Custom Nature of the Product

The Customer acknowledges that the Product is a bespoke, low-volume production run designed specifically to their requirements. As such, any cancellation after work has begun will result in charges for completed work, materials purchased, and any custom components developed.

5. Delivery and Risk

5.1. Delivery will be carried out in accordance with DAP (Delivered at Place) terms as defined by Incoterms 2020, unless otherwise specified in writing.

5.2. Under DAP, Fretronics Engineering will arrange for the Product to be delivered to the agreed destination, with the Customer responsible for unloading, import duties, taxes, or other local charges.

5.3. Risk in the Product passes to the Customer once it is made available for unloading at the agreed destination. Ownership of the Product will transfer to the Customer only upon receipt of full payment for all invoices related to the project.

6. Intellectual Property and Licensed Materials

6.1. All Intellectual Property (IP) created during the design and manufacturing process will remain the property of Fretronics Engineering unless otherwise explicitly agreed in writing. All IP existing prior to this agreement remains the property of its original owner.

6.2. The Customer guarantees that any materials, designs, or specifications they provide, including but not limited to names, logos, and trademarks (the "Licensed Materials"), are owned by the Customer or that the Customer has obtained all necessary rights and permissions for their use.

6.3. The Customer further warrants that Fretronics Engineering's use of the Licensed Materials in connection with the Product does not infringe the rights of any third party. The Customer indemnifies Fretronics Engineering against any claims, damages, or losses arising from a breach of this warranty.

6.4. Fretronics Engineering retains the right to use photographs, specifications, and the Customer's brand name or logo for its marketing and promotional materials unless the Customer explicitly objects in writing before the commencement of the project.

7. Warranties

7.1. Fretronics Engineering warrants that the Product will conform to the agreed specifications and be free from material defects for a period of 12 months from the delivery date.

7.2. This warranty excludes defects arising from misuse, unauthorised modifications, improper handling, or normal wear and tear.

7.3. Fretronics Engineering will, at its discretion, repair or replace defective products returned within the warranty period, provided the defects are not due to circumstances outside its control.

8. Liability

8.1. Fretronics Engineering's total liability under this agreement will be limited to the value of the contract.

8.2. Fretronics Engineering will not be liable for indirect, consequential, or financial losses, including loss of profits or business.

8.3. Fretronics Engineering accepts no liability for delays caused by circumstances beyond its control, including delays in material supply or regulatory approvals.

9. Termination and Cancellation

9.1. Either party may terminate the agreement with one month's written notice.

9.2. If the Customer terminates the agreement, they will be liable for all costs incurred by Fretronics Engineering up to the date of termination, including:

9.2.1. Completed design or production work.

9.2.2. Materials purchased for the production run.

9.2.3. Any non-refundable costs or commitments made by Fretronics Engineering on the Customer's behalf.

9.3. Termination does not affect Fretronics Engineering's right to recover any amounts due for services rendered.

10. Confidentiality

10.1. Both parties agree to keep all confidential information secure and use it solely for the purposes of this agreement.

10.2. Confidential information excludes information that is publicly available or independently developed without breach of this agreement.

11. Force Majeure

11.1. Fretronics Engineering is not liable for delays or failure to perform obligations due to events beyond its reasonable control, including but not limited to acts of God, strikes, or supply chain disruptions.

11.2. In the event of a force majeure event lasting more than 60 days, either party may terminate the agreement with written notice.

12. Marketing and Promotional Use

12.1. Fretronics Engineering reserves the right to use photographs of the Product, as well as the Customer's brand name or logo, in marketing, promotional materials, and portfolios.

12.2. The Customer may opt out of this usage by notifying Fretronics Engineering in writing prior to the commencement of the project.

13. Governing Law and Dispute Resolution

13.1. These Conditions are governed by the laws of Scotland.

13.2. Any disputes arising under this agreement will be subject to the exclusive jurisdiction of the Scottish courts.