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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.                          Definitions and interpretation
    1.                     In these Conditions:

“Background IP” means any Intellectual Property Rights which are owned by, licensed to or developed by a party either (a) prior to the Commencement Date; or (b) independently of the Services;

“Business Day” means 9.00am to 5.00pm from Monday to Friday on any day which isn’t a bank or national holiday in Scotland;

“Charges” means the charges for the Services and Custom Products payable by the Customer in accordance with clause 5;

“Contract” means the contract between Fretronics Engineering and the Customer for the supply of Services and Custom Products subject to and in accordance with these Conditions;

“Custom Products” means the customised physical goods which are to be supplied to the Customer, as set out in the Specification, together with any user manual documentation;

“Customer” means the person, business or entity who places the Order for the Services;

“Customer Materials” means any and all documentation, information, data, materials (whether tangible or intangible), drawings, designs or any other materials which are provided or made available by or on behalf of the Customer to Fretronics Engineering in connection with its performance of the Services;

“Fretronics Engineering IP” means (a) all of Fretonics Engineering’s Background IP; and (b) all Intellectual Property Rights newly arising out of or in connection with the Services;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, semiconductor topography rights, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Order” means the order for the Services from the Supplier placed by the Customer whether placed in writing or by telephone;

“Services” means the services, including the Custom Products, to be supplied by Fretronics Engineering to the Customer, as set out in the Specification;

“Specification” means the specific design, requirements, materials or other aspects of the Services and/or Custom Products agreed in writing between the Customer and the Supplier;

  1.                     In these Conditions:
    1.               words in the singular include the plural and vice versa;
    2.               a reference to ‘in writing’ or ‘written’ includes email;
    3.               a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
    4.               any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
    5.               a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
  1.                          Applicability of These Terms
    1.                     These Conditions apply strictly to the bespoke design, development, and low-volume manufacture of Custom Products, being a total volume of 10 units or fewer across all Orders.
    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 by the parties.
    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.
    4.                     These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  2.                          Orders
    1.                     The Order constitutes an offer by the Customer to purchase Services and/or Custom Products in accordance with these Conditions.
    2.                     The Order shall only be deemed to be accepted when Fretronics Engineering issues written acceptance of the Order at which point the Contract shall come into existence (“Commencement Date”).  Once an Order has been accepted it may not be cancelled or varied by the Customer other than with Fretronics Engineering’s prior written consent. If Fretronics Engineering agrees to a variation of the Order it reserves the right to vary the Charges required as a result of such variation.  If Fretronics Engineering agrees to any cancellation, the Customer must reimburse Fretronics Engineering for any costs and expenses it has incurred in supplying or committed to providing the Services and/or Custom Products up to the time of cancellation and all Services provided up to the time of cancellation.
    3.                     Any samples, drawings, descriptive matter, advertising or marketing materials issued or published by Fretronics Engineering shall not form part of the Contract or have any contractual force.
    4.                     Any quotation given by Fretronics Engineering shall not constitute an offer which is capable of acceptance by the Customer. Each quotation is only valid for a period of 30 days from its date of issue.
  3.                          Scope of Work
    1.                     Fretronics Engineering shall perform the Services and manufacture the Custom Products in accordance with the agreed written Specification.
    2.                     The Customer shall be responsible for preparing and providing to Fretronics Engineering a complete and accurate written Specification for the Services and the Custom Products to be supplied under the Contract.  The Specification shall include, without limitation, all relevant aspects of the technical, functional and performance-based qualities of the Custom Product in sufficient detail for Fretronics Engineering to develop and manufacture the Custom Products.
    3.                     Fretronics Engineering reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, and Fretronics Engineering shall notify the Customer in any such event.
    4.                     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 Services.
    5.                     Any changes to the agreed scope of the Services, the Specification, or any aspect of any Custom Products must be made in writing and approved by Fretronics Engineering and no binding obligation to provide any revised Services and/or Custom Products shall arise on Fretronics Engineering until such time as it agrees to the same in writing. Such changes may incur additional Charges and/or extend the project timeline.
    6.                     The Customer acknowledges and agrees that Fretronics Engineering shall rely on the Specification in the design and production of the Custom Products. for Fretronics Engineering shall not be liable for any defects in the Services and/or Custom Products resulting from use of or reliance on Customer Materials or from following any instruction or direction provided by the Customer or any inadequacies, errors or omissions in the Specification.
    7.                     The Customer acknowledges and agrees that any deliverables to be provided under the Contract only extend to the Custom Products unless otherwise agreed in writing by Fretronics Engineering.
  4.                          Pricing and Payment
    1.                     All Charges are as quoted in writing by Fretronics Engineering and are exclusive of VAT unless otherwise stated.
    2.                     A non-refundable deposit of 50% of the total quoted Charges is required to secure the Services. The remaining balance of Charges is payable in staged intervals based on project milestones or phases, as agreed in writing.
    3.                     Notwithstanding clause 5.1, Fretronics Engineering may increase the Charges with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the Services and/or Custom Goods which exceeds 10% and which is due to any factor beyond the control of the Supplier.
    4.                     Invoices are payable within seven (7) days of the issue date. Fretronics reserves the right to suspend performance of the Services or delivery of Custom Products in cases of delayed or partial payment.
    5.                     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.
    6.                     If the Customer cancels the Services after the Order has been accepted, they shall be liable for all Charges up to the date of termination, costs and expenses committed towards the provision of the Services, and any third-party expenses incurred by Fretronics Engineering.
    7.                     Work on future phases of the Services (e.g. production, assembly, testing) will not commence until all prior phase invoices have been settled in full.
    8.                     The Customer shall pay all sums owed to Fretronics Engineering under the Contract without set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
  5.                          Custom Nature and Non-Refundability
    1.                     All Custom Products delivered under these Conditions are bespoke, custom-made to the applicable Specification, and manufactured in limited volumes. As such, the Custom Products are non-returnable and non-refundable, except where required by applicable consumer protection laws.
    2.                     Any cancellation, modification, or request for deviation from the agreed scope after the Services have commenced shall require full compensation for all Services performed up to that point. Fretronics Engineering shall not be under obligation to provide any Custom Products (whether complete or in-progress) to the Customer until such Charges are paid for in full.
    3.                     It is the Customer’s sole responsibility to determine whether the Custom Product is suitable for its intended purpose, use case, or operating environment, including compliance with specific safety, regulatory, or performance standards.
  6.                          Delivery and Risk
    1.                     Unless otherwise agreed, delivery is carried out DAP (Delivered at Place, Incoterms 2020) (subject to reimbursement of delivery costs incurred by Fretronics Engineering). Fretronics will organise transport to the Customer’s unloading location for as agreed in the Order, at which point delivery shall be deemed to have occurred, but shall not be responsible for unloading, local duties, or import formalities.
    2.                     Fretronics Engineering shall not be liable to the Customer for any losses, costs or expenses arising out of the Customer’s failure to provide adequate instructions for delivery.
    3.                     Time of delivery is not of the essence. Fretronics Engineering shall use its reasonable endeavours to meet delivery dates but such dates are indicative only.
    4.                     If the Customer refuses or fails to take delivery of the Custom Products, Fretronics Engineering will be entitled at its discretion to store the Custom Products at the risk of the Customer, and the Customer shall, in addition to the Charges payable, pay all costs and expenses of such storage and any additional costs of carriage incurred. Risk in the Products shall transfer to the Customer immediately upon arrival at the agreed delivery location and availability for unloading.
    5.                     Legal title and ownership of the Custom Products shall remain with Fretronics Engineering until payment in full and cleared funds for all amounts due under the Contract has been received. Until title to the Custom Products has passed to the Customer, it shall:
      1.               hold the Custom Products as bailee for the Supplier;
      2.               store the Custom Products separately from all other material in the Customer’s possession;
      3.               take all reasonable care of the Custom Products and keep them in the condition in which they were delivered;
      4.               insure the Custom Products from the date of delivery: (i) with a reputable insurer; (ii) against all risks; (iii) for an amount at least equal to the Charges; and (iv) noting Fretronics Engineering’s interest on the policy;
      5.               ensure that the Custom Goods are clearly identifiable as belonging to the Supplier;
      6.               not remove or alter any mark on or packaging of the Custom Goods;
      7.               on reasonable notice permit Fretronics Engineering or its nominee to inspect the Custom Products and provide Fretronics Engineering with such information concerning the Custom Products as the Supplier may request from time to time.
    6.                     The Customer is responsible for any taxes, import duties, licensing, customs clearance, and regulatory approvals in their jurisdiction.
  7.                          Intellectual Property and Tooling
    1.                     All Fretronics Engineering IP  (other than Intellectual Property Rights owned by any third party licensor of Fretronics Engineering) shall remain the exclusive property of Fretronics Engineering, unless otherwise agreed in a separate Intellectual Property Rights transfer agreement.
    2.                     The Customer agrees that any fixtures, test equipment, custom jigs, or tooling produced in connection with the Services and any Intellectual Property Rights therein shall be the property of Fretronics Engineering, even if wholly or partially funded by the Customer and undertakes to do all such acts and sign all such documents as required to give effect to this clause.
    3.                     Subject to the Customer paying all Charges, where the Custom Products make use of or incorporate any Fretronics Engineering IP, Fretronics Engineering grants to the Customer a royalty free, worldwide, non-exclusive licence to use such Fretronics Engineering IP only to the extent required for the Customer to receive the benefit of the Services and as required to enable the Customer to use the Custom Product. The Customer shall not sub-license, assign or otherwise transfer such rights other than with Fretronics Engineering’s prior written consent (not to be unreasonably withheld or delayed) and if the Customer re-sells the Custom Product or otherwise disposes of the Custom Product to any third party, it shall obtain a written undertaking from such third party confirming its agreement to comply with the terms of this limited licence.
    4.                     The Customer warrants that all Customer Materials provided to Fretronics Engineering is either their own property or properly licensed from the relevant third party proprietor. The Customer agrees to indemnify Fretronics Engineering, its officers, employees, agents and subcontractors against all claims, damages, costs, expenses, or legal action arising out of or in connection with any claim that Fretronics Engineering’s use of or reliance on any Customer Materials or the Customer’s Background IP infringes the Intellectual Property Rights of any third party. This clause shall survive the termination or expiry of the Contract howsoever caused.
    5.                     Fretronics Engineering is granted a fully paid-up, non-exclusive, royalty-free right to use Customer Materials for the purposes of providing the Services to the Customer.
    6.                     Unless otherwise agreed in writing by Fretronics Engineering, Fretronics Engineering may:
      1.               photograph the Custom Product and reference the Customer Product in marketing, case studies, or portfolio material;
      2.               reference the Customer's brand name or logo in promotional activities and display the Custom Product at trade shows or on its website, excluding any confidential internal IP.
  8.                          Warranties
    1.                     Fretronics Engineering warrants that all Custom Products will meet the agreed Specification and be free from material defects in workmanship for twelve (12) months from the date of delivery (the “Limited Warranty”).
    2.                     The Limited Warranty excludes:
      1.               ordinary wear and tear in the course of normal use;
      2.               accidental or environmental damage (e.g. moisture, heat, shock);
      3.               use not in accordance with the Fretronics Engineering’s installation, operation, or maintenance instructions; ;
      4.               repairs or alterations carried out by any person not authorised by Fretronics Engineering to do so;
      5.               defects in individual parts and components, which shall be covered under the applicable manufacturer’s warranty (if any); and
      6.               cosmetic or superficial defects that do not affect function.
    3.                     Fretronics does not warrant or guarantee uninterrupted or error-free operation, nor that the Custom Product will meet any unstated or implied performance outcomes.
    4.                     Warranty claims must be submitted in writing to service@fretronics.com, including proof of purchase and a description of the defect.
    5.                     Fretronics reserves the right to inspect the Custom Product before offering a remedy under the Limited Warranty. Replacement or repaired units will remain subject to the remainder of the original warranty period.
    6.                     The Customer is responsible for all costs associated with delivering the Custom Product to Fretronics Engineering under the Limited Warranty.
    7.                     Once Fretronics Engineering confirms that the relevant Custom Product is covered under the Limited Warranty, it shall attempt to repair the defective Custom Product.  If Fretronics Engineering determines repair is not possible or impractical, it may, at its discretion offer the Customer a replacement Custom Product or a refund for the proportion of the Charges paid for the Custom Product.
  9.                       Limitation of Liability
    1.                 Fretronics’ liability for any loss or damage shall be limited to the total Charges paid by the Customer for the relevant Custom Product or part of the Services to which such liability relates.
    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.
    3.                 The Customer accepts full responsibility for verifying compatibility, integration, and correct application of any Custom Product within their systems or those of their end users.
  10.                       Termination and Cancellation
    1.                 Either party may terminate the agreement by giving 14 days' written notice.
    2.                 Fretronics Engineering may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
      1.            commits a material breach of the Contract and such breach is not remediable;
      2.           commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
      3.           has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 7 days after Fretronics Engineering has given notification that the payment is overdue;
      4.           stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
      5.           becomes insolvent or is unable to pay its debts as they fall due;
      6.           enters into liquidation (whether voluntary or compulsory), administration or receivership;
      7.           enters into bankruptcy proceedings; or
      8.           makes any arrangement or composition with its creditors.
    3.                 In the event of termination for any reason, the Customer will be invoiced for:
      1.           all Services performed and Custom Products which have been fully manufactured and provided to the Customer to date;
      2.           costs and expenses committed towards performing the Services;
      3.           external or third-party costs incurred or committed by Fretronics Engineering towards performance of the Services.
    4.                 Termination shall not affect Fretronics' right to recover overdue payments or damages due.
    5.                 Any clause which expressly or by implication is intended to survive termination or expiry of the Contract shall do so.
  11.                       Confidentiality
    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.
    2.                 This obligation shall not apply to information already in the public domain or lawfully obtained outside the agreement.
  12.                       Force Majeure
    1.                 Fretronics shall not be held liable for delays, failures, or interruptions in performance arising from events beyond its reasonable control, including but not limited to natural disasters, supply chain disruption, strikes, or governmental restrictions.
    2.                 If such an event prevents performance for more than 60 consecutive days, either party may terminate the contract by giving notice in writing without further liability accruing.
  13.                       Third-Party Use and Integration
    1.                 The Customer agrees to indemnify Fretronics against any claims, liabilities, or losses arising from the Custom Product being used:
      1.           in combination with other systems or equipment;
      2.           for resale, reverse engineering, or modification; or
      3.           in safety-critical or regulatory-controlled environments unless explicitly approved
  14.                       Regulatory Compliance
    1.                 Fretronics will use reasonable skill and efforts to assist the Customer in achieving regulatory compliance (e.g. CE, UKCA) in respect of any Custom Product, provided all relevant requirements are communicated and agreed in the Specification. Where assessing such conformity requires Fretronics Engineering to undertake testing or any processes required to certify the Customer Products as complying with any applicable regulations, this shall be undertaken at the Customer’s cost and expense.
    2.                 Notwithstanding clause 15.1, ultimate legal responsibility for ensuring Custom Product compliance, certification, and ongoing regulatory conformity in any jurisdiction rests solely with the Customer.
  15.                       Post-Delivery Support

Unless otherwise agreed in writing, Fretronics is under no obligation to provide updates, maintenance, rework, or field support in respect of any Custom Products after delivery.

  1.                       Retention of Samples

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

  1.                       Time Limitation on Claims
    1.                 No claim arising under or in connection with the Contract may be brought more than twelve (12) months after the delivery date of the Custom Product.
    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.
  2.                       Notices
    1.                 Notices under the Contract shall be in writing and sent to:
      1.           Fretronics Engineering at the address or the email address set out at the start of these Conditions;
      2.           the Customer at the address or email address set out in the Customer’s Order,

or to such other postal address or email address as may be designated for receipt of notices and notified by one party to the other party in accordance with clause 19.2.

  1.                 Notices may be given, and are deemed received:
    1.           Where the parties are located in the UK, by Royal Mail first-class post two Business Days after posting;
    2.           Where the parties are located in different countries, by airmail seven Business Days after posting;
    3.           By hand: on receipt of a signature at the time of delivery; and
    4.           By email, at 9.00am on the next Business Day after sending, provided that no out of office, message failure or bounce back notice is received by the sender.
  2.                 This clause does not apply to notices given in legal proceedings.
  1.                       General
    1.                 Entire Agreement. The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    2.                 No partnership or agency. The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
    3.                 Severance. If any provision of these Conditions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
    4.                 Further Assurance. The Customer shall at the request of Fretronics Engineering do all acts and execute all documents which are necessary to give full effect to the Contract.
    5.                 No waiver. No failure, delay or omission by Fretronics Engineering in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Contract by Fretronics Engineering shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
  2.                       Governing Law and Jurisdiction
    1.                 These Conditions, the Contract and any dispute arising from them shall be governed by and interpreted under the laws of Scotland.
    2.                 The Scottish courts shall have exclusive jurisdiction to hear any disputes or legal proceedings relating to these Conditions or the Contract.

 

  • These Terms & Conditions were last updated on October 13, 2025