Terms and Conditions for Design, Development and Manufacturing

These Terms and Conditions (the “Conditions”) govern the supply of bespoke design, development, and manufacturing services by Fretronics Engineering Limited, a company incorporated in Scotland (Company No. SC743248) with its registered office at Unit 37, Elderpark Workspace, 100 Elderpark Street, Glasgow, G51 3TR (“Fretronics Engineering”).

Contact:

Email: info@fretronics.com

Phone: +44 (0)141 316 3967

By engaging Fretronics Engineering for the design, development, or manufacture of a one-off or bespoke product, the Customer confirms they have read, understood, and accepted these Conditions in full. These Conditions apply exclusively to custom and made-to-order products produced in quantities of 10 units or fewer.

1.   Applicability of These Terms

1.1.      These Conditions apply strictly to the bespoke design, development, and low-volume manufacture of custom products, defined as production batches of 10 units or fewer.

1.2.      For production volumes exceeding 10 units, a separate Electronics Manufacturing Services (EMS) contract with its own terms and conditions will be required and agreed upon in writing.

1.3.      These Conditions do not apply to Fretronics Engineering’s standardised offerings, repair services, product servicing, or high-volume production, each of which is governed by distinct terms and commercial arrangements.

2.   Scope of Work

2.1.      Fretronics Engineering shall deliver services in accordance with the written project scope, including design, prototyping, and low-volume manufacturing as explicitly agreed with the Customer.

2.2.      The Customer shall provide complete, accurate, and timely input, including technical specifications, drawings, firmware, or reference designs as necessary to enable successful completion of the work.

2.3.      Any changes to the original scope, specifications, or functionality must be made in writing and approved by Fretronics Engineering. Such changes may incur additional charges and/or extend the project timeline.

2.4.      Fretronics Engineering accepts no liability for issues resulting from Customer-supplied data, specifications, or components, including functional deficiencies, design faults, or non-compliance with applicable standards.

3.   Pricing and Payment

3.1.      All prices are as quoted in writing by Fretronics Engineering and are inclusive of VAT unless otherwise stated.

3.2.      A non-refundable deposit of 50% of the total quoted cost is required to secure project commencement. The remaining balance is payable in staged intervals based on project milestones or phases, as agreed in writing.

3.3.      Invoices are payable within seven (7) days of the issue date. Fretronics reserves the right to suspend work or withhold delivery in cases of delayed or partial payment.

3.4.      Late payments shall incur interest at a rate of 5% per annum above the Bank of Scotland base rate, accruing daily from the due date until payment is received in full.

3.5.      If the Customer cancels the project after confirmation, they shall be liable for all completed work, costs of committed materials, and any non-refundable third-party expenses incurred by Fretronics Engineering.

3.6.      Work on future phases (e.g. production, assembly, testing) will not commence until all prior phase invoices have been settled in full.

4.   Custom Nature and Non-Refundability

4.1.      All Products delivered under these Conditions are bespoke, custom-made to the Customer’s specification, and manufactured in limited volumes. As such, the Products are non-returnable and non-refundable, except where required by applicable consumer protection laws.

4.2.      Any cancellation, modification, or request for deviation from the agreed scope after work has commenced shall require full compensation for all design work, materials, assembly, and time expended up to that point.

4.3.      It is the Customer’s sole responsibility to determine whether the Product is suitable for its intended purpose, use case, or operating environment, including compliance with specific safety, regulatory, or performance standards.

5.   Delivery and Risk

5.1.      Unless otherwise agreed, delivery is carried out under DAP (Delivered at Place, Incoterms 2020). Fretronics will organise transport to the Customer’s nominated location but shall not be responsible for unloading, local duties, or import formalities.

5.2.      Risk in the Products shall transfer to the Customer immediately upon arrival at the delivery location and availability for unloading.

5.3.      Legal title and ownership of the Products shall remain with Fretronics Engineering until payment in full for all amounts due under the agreement has been received and cleared.

5.4.      The Customer is responsible for any taxes, import duties, licensing, customs clearance, and regulatory approvals in their jurisdiction.

6.   Intellectual Property and Tooling

6.1.      All intellectual property (“IP”) including schematics, source code, PCB layouts, mechanical drawings, firmware, and related design artefacts created by Fretronics Engineering shall remain the exclusive property of Fretronics, unless otherwise agreed in a separate IP transfer agreement.

6.2.      Any fixtures, test equipment, custom jigs, or tooling produced in connection with the Customer’s project remain the property of Fretronics Engineering, even if wholly or partially funded by the Customer.

6.3.      The Customer warrants that all content they provide (logos, branding, design files, etc.) is either their own or properly licensed. The Customer agrees to indemnify Fretronics against all claims, damages, or legal action arising from intellectual property infringement or misuse.

6.4.      Fretronics Engineering is granted a non-exclusive, royalty-free right to use Customer-supplied IP or brand assets solely for project execution.

6.5.      Unless the Customer objects in writing prior to project commencement, Fretronics may: Photograph the Product for use in marketing, case studies, or portfolio material; Reference the Customer's brand name or logo in promotional activities; Display the Product at trade shows or on its website, excluding any confidential internal IP.

7.   Warranties

7.1.      Fretronics Engineering warrants that all Products will meet the agreed specifications and be free from material defects in workmanship for twelve (12) months from the date of delivery.

7.2.      This Limited Warranty excludes:

7.2.1.   Normal wear and tear in the course of reasonable use

7.2.2.   Accidental or environmental damage (e.g. moisture, heat, shock)

7.2.3.   Improper installation, operation, or storage

7.2.4.   Repairs or alterations carried out by unauthorised persons

7.2.5.   Cosmetic or superficial defects that do not affect function

7.3.      Fretronics does not guarantee uninterrupted or error-free operation, nor that the Product will meet any unstated or implied performance outcomes.

7.4.      Warranty claims must be submitted in writing to service@fretronics.com, including proof of purchase and a description of the defect.

7.5.      Fretronics reserves the right to inspect the Product before offering repair, replacement, or refund. Replacement or repaired units will remain subject to the original warranty period.

8.   Limitation of Liability

8.1.      Fretronics’ liability for any loss or damage shall be limited to the total amount paid by the Customer for the relevant Product or service.

8.2.      Fretronics shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profit, production downtime, or reputational damage.

8.3.      The Customer accepts full responsibility for verifying compatibility, integration, and correct application of the Product within their systems or those of their end users.

9.   Termination and Cancellation

9.1.      Either party may terminate the agreement by giving 30 days' written notice.

9.2.      In the event of termination by the Customer, the Customer will be invoiced for:

9.2.1.    All work completed to date

9.2.2.    Materials purchased or committed

9.2.3.    External or third-party costs related to the project

9.3.      Termination shall not affect Fretronics' right to recover overdue payments or damages due.

10.       Confidentiality

10.1.   Both parties agree to keep all confidential and proprietary information received in connection with this project private and to use it solely for the purposes of fulfilling their contractual obligations.

10.2.   This obligation shall not apply to information already in the public domain or lawfully obtained outside the agreement.

11.       Force Majeure

11.1.   Fretronics shall not be held liable for delays, failures, or interruptions in performance arising from events beyond its reasonable control, including natural disasters, supply chain disruption, strikes, or governmental restrictions.

11.2.   If such an event prevents performance for more than 60 consecutive days, either party may terminate the contract without penalty.

12.       Third-Party Use and Integration

12.1.   The Customer agrees to indemnify Fretronics against any claims, liabilities, or losses arising from the Product being used:

12.1.1.                   In combination with other systems or equipment

12.1.2.                   For resale, reverse engineering, or modification

12.1.3.                   In safety-critical or regulatory-controlled environments unless explicitly approved

13.       Regulatory Compliance

13.1.   Fretronics will use reasonable skill and best efforts to assist the Customer in achieving regulatory compliance (e.g. CE, UKCA), provided all relevant requirements are communicated in writing at the outset.

13.2.   Ultimate legal responsibility for product compliance, certification, and ongoing regulatory conformity rests solely with the Customer.

14.       Post-Delivery Support

14.1.   Unless otherwise agreed in writing, Fretronics is under no obligation to provide updates, maintenance, rework, or field support after delivery of the Product.

15.       Retention of Samples

15.1.   Fretronics reserves the right to retain one example unit, assembly, or subassembly of the Product for internal documentation, quality control, testing, or reference purposes.

16.       Time Limitation on Claims

16.1.   No claim arising under or in connection with this agreement may be brought more than twelve (12) months after the delivery date of the Product.

16.2.   In any such claim, Fretronics’ liability shall not exceed the amount paid by the Customer for the specific work giving rise to the claim.

17.       Governing Law and Jurisdiction

17.1.   These Conditions and any dispute arising from them shall be governed by and interpreted under the laws of Scotland.

17.2.   The Scottish courts shall have exclusive jurisdiction to hear any disputes or legal proceedings relating to this agreement.