Manufacturing Terms and Conditions

These terms and conditions pertain to the manufacturing and assembly services offered by Fully Wired Electronics, hereinafter referred to as the “Manufacturer”. “Client” hereinafter refers to a person/s or entity which uses these services. The Manufacturer and the Client may collectively be referred to as the “Parties”, and individually as a “Party”.

1. Assembly

1.1. The Manufacturer provides assembly services including, but not limited to, soldering, component placement, through-hole and surface-mount assembly, mechanical integration, and general electronic build work as specified by the Client. The scope of assembly shall be defined by the approved Bill of Materials (BOM), Gerber files, and other documentation provided by the Client prior to the commencement of work.

1.1.1 Through-hole and surface-mount assembly are hereby referred to as ‘assembly types’.

1.2. The associated assembly costs will be calculated through the ‘assembly type’ services used, based on a per pad/solder joint pricing module. The per pad/solder joint cost is determined via the following factors:

The total number of pads or solder joints associated with the assembly type; and

The total quantity of production units to be assembled.

1.2.1 Each ‘assembly type’ is subject to its own pricing structure.

1.3. The Manufacturer will invoice the Client for each assembly type requested as separate line items, detailing the relevant cost breakdown and any additional service fees applied.

1.4. If additional operations are required, the Manufacturer reserves the right to apply time-based or per unit fees, which shall be integrated into the total per unit manufacturing cost. Time-based fees are calculated up to an initial duration of five (5) minutes per unit at a starting rate of £1.50, with additional time thereafter charged at £0.45 per minute. Time needed past an estimated 20 minutes for any single fee, will be discussed and agreed upon by the Manufacturer and the Client. This excludes Clause 1.4.6. The Manufacturer, at their sole discretion, may combine the fees listed throughout and offer discounts accordingly. The following discretionary fees may apply:

1.4.1. Engineering Fee: Applicable where custom or modified components are required, such as removing PCBs from snap edges, removing mounting pins, or preparing 3D-printed parts. This is a time-based fee and will be invoiced according to Clause 1.4.

1.4.2. Testing Fee: A time-based fee applicable where electrical or functional testing is requested by the Client. Testing may be performed on a full (per unit) or batch basis, as agreed in writing prior to commencement. Where batch testing is selected, the Client acknowledges and accepts that only the agreed quantity of units will undergo functional verification. The Client assumes responsibility for the performance of all untested units within that batch. Testing fees will be invoiced according to Clause 1.4.

1.4.3. Calibration Fee: Applicable if the Client requests electrical or functional calibration of assembled units. This is a time-based fee and will be invoiced according to Clause 1.4.

1.4.4. Panel Assembly Fee: Applicable if the Client requests installation of assembled products into enclosures or the application of front panels and associated hardware (e.g., screws, nuts, washers). This is a time-based fee and will be invoiced according to Clause 1.4.

1.4.5. Cleaning Fee: Applicable if the Client requests that assembled products be cleaned to remove residues such as flux. This is a time-based fee and will be invoiced according to Clause 1.4.

1.4.6. Firmware Programming Fee: Applicable if firmware flashing is required. This fee starts at £0.45 per firmware image per unit. When required this fee will be applied per unit regardless of whether full or batch testing is requested.

1.4.7. External SMT Inspection Fee: If the Client requests the Manufacturer to visually inspect externally completed surface-mount (SMT) assembly, a flat fee of £0.75 will be applied per unit. Where the Client opts not to request inspection of external SMT work, the Client acknowledges and accepts full responsibility for the performance and functionality of those units in regards to the external assembly carried out. Furthermore, the Client understands that any repair work arising from externally completed SMT identified during Through-Hole assembly, at their request, will incur a separate discretionary repair fee in accordance with Clause 7.5.1, in addition to the inspection fee. The Client acknowledges that inspection does not guarantee the detection of all defects. Repair work carried out on behalf of the Client are covered under Section 5.

1.5. All applicable fees will be incorporated into the per unit assembly/manufacturing charge unless otherwise stated. The Manufacturer shall inform the Client in advance of any discretionary or non-standard fees before proceeding with the associated work.

2. Payment

2.1. Full payment from the Client is required before the Manufacturer commences any manufacturing work. This includes both assembly charges and/or turnkey charges, where applicable. Manufacturing shall not commence until all required files, approvals, and components have been received, even where full payment has been made.

2.2. All invoices are due within fourteen (14) calendar days from the invoice date.
When an invoice is received by the Client, payment must be made, and the Client hereby agrees to the terms outlined herein.

2.3. If no communication is received from the Client for thirty (30) consecutive days during an active or pending project — including where payment has been received but final approval, files, or components are outstanding — the Manufacturer reserves the right to pause or terminate the project. Notice of termination, if issued, will be deemed effective upon sending by email to the Client’s last known address. Any work completed and parts procured up to that point will be invoiced accordingly. The Manufacturer may dispose of or return any materials at the Client’s expense after this period.

2.3.1 If terminated under this Clause, any resumption of work shall require a new quotation and may incur additional charges at the Manufacturer’s discretion.

Meaningful communication is defined as the submission of required files, approvals, or material action toward the completion of the project. Non-substantive updates shall not reset the 30-day clock.

2.4. If the Client cancels the order after payment but before manufacturing begins, the Manufacturer reserves the right to retain a portion of the payment to cover administrative, sourcing, and preparation costs, up to a maximum of 25%. If parts have already been ordered or received, the cost of these components will also be deducted from any refund, credited toward future work or returned to the Client.

2.5. The Manufacturer reserves the right to impose a Minimum Order Quantity (MOQ) for certain types of work based on project complexity, sourcing requirements, or setup overheads. MOQs will be communicated at the quotation stage.

2.6. Partial payments or deposits do not grant the Client ownership of any in-progress goods or materials until full payment is received.

3. Late Payment and Surcharges

3.1. All invoices issued by the Manufacturer are due for payment within fourteen (14) calendar days of the invoice date unless otherwise agreed in writing.

3.2. If payment is not received by the due date, the Manufacturer reserves the right, without liability, to:

• Suspend all ongoing and future work on the project or any other projects with the Client until full payment is received;

• Withhold delivery of any goods or completed components;

• Retain any materials, designs, or goods relating to the project until payment is received in full; and

• Apply statutory interest and charges as detailed below.

3.3. In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, the Manufacturer will charge:

• Interest at a rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until full payment is received; and

• A fixed administrative charge of £20 per overdue invoice to cover the cost of credit control and disruption to operations.

3.4. The Manufacturer may, at its sole discretion, grant a grace period of up to forty-eight (48) hours before applying interest and charges. This grace period is not an entitlement and does not constitute a waiver of the Manufacturer’s rights.

3.5. If payment remains outstanding for more than fourteen (14) days from the invoice date, the Manufacturer reserves the right to:

• Terminate the contract without further notice;

• Charge for any losses, costs, or expenses incurred as a result of the Client’s default, including but not limited to storage fees, wasted materials, or loss of production time; and

• Pursue debt recovery action, with all associated legal, administrative, and enforcement costs to be added to the amount owed by the Client.

3.5.1. Written notice may be given by email and/or letter.

3.6. Work will not resume, and delivery will not proceed, until all outstanding amounts, including interest, charges, and any recovery costs, have been paid in full and cleared.

4. Delivery

4.1. Assembly/manufacturing work outsourced to the Manufacturer by the Client will be shipped once all work has been completed.

4.2. The courier and service used will be discussed between the Client and the Manufacturer prior to shipment.

4.3. The cost of shipment will be passed onto the Client, and payment is required prior to shipment being fulfilled.

4.4. The cost of packing materials will be integrated into the shipment cost and passed onto the Client, as part of a sundries cost.

4.5. Failure to fulfil payment for delivery and packaging charges may incur a 10% late payment surcharge, according to Section 3.

4.6. The Manufacturer reserves the right to withhold shipment of goods until payment is made.

4.7. The Manufacturer retains the right to alter or change agreed shipment arrangements where commercially reasonable — for example, in the case of supply chain issues, courier unavailability, or regulatory changes. If alternative arrangements are necessary, the Manufacturer will notify the Client.

4.8. The Manufacturer further retains the right to withhold or delay shipments if units are not completed or do not pass QA tests, including issues such as missing or wrongly placed components, malfunctioning digital hardware, or defective components.

Shipments delayed due to QA rework are intended to ensure the Client receives fully functional units, and will be communicated promptly.

4.9. The Manufacturer shall not be held liable for delays or failure to perform resulting from circumstances beyond their reasonable control. This includes, but is not limited to, supply chain disruptions, courier delays, customs hold-ups, equipment failure, illness, and Acts of God. Force majeure events extend deadlines rather than cancelling obligations and shall not entitle the Client to cancel orders or demand compensation, unless expressly agreed in writing.

4.10. Risk in the goods passes to the Client upon dispatch.

4.11. Where the Manufacturer, at the Client’s request, dispatches completed goods directly to a third party such as a distributor, the following terms shall apply:

The Manufacturer shall be deemed to have fulfilled its delivery obligations upon dispatch of the goods to the distributor or its nominated carrier.

Risk in the goods shall transfer to the distributor upon dispatch, and the distributor shall assume full responsibility for any loss, damage, or deterioration occurring thereafter, except where a clear manufacturing defect is present at the time of dispatch, as defined under Section 5 (Returns and Repairs).

The Manufacturer’s liability shall remain limited to manufacturing defects present at the time of dispatch, as defined under Section 5 (Returns and Repairs).

The Client shall ensure that any distributor or third party receiving goods on its behalf is informed of and agrees to these conditions before shipment.

The Manufacturer will take reasonable care in packaging and documentation to ensure goods are suitable for transit and will, upon request, provide proof of dispatch and tracking information to the Client.

5. Returns and Repairs

5.1. The Manufacturer will accept returns for repairs where the Manufacturer is deemed to be at fault, such as:

Defective assembly — e.g., cold solder joints, bridges, incomplete soldering, misaligned or poorly mounted components.
Incorrect component placement — e.g., incorrect components placed, ICs and semiconductors incorrectly placed, use of components not matching the supplied BOM (Bill of Materials).
Damage caused during manufacturing — e.g., damaged PCB traces.
Damage caused during shipment — due to insufficient packaging materials, where the Manufacturer is deemed to be at fault.

5.1.1. The Manufacturer may, at their sole discretion, offer goodwill repairs for such minor, non-critical issues at no additional cost. Such repairs shall not establish a precedent for future transactions. The Manufacturer may, at their sole discretion, limit the number of goodwill repairs offered per project. Goodwill repairs do not create an ongoing right or expectation of free repairs for any current or future projects.

Non-critical issues may include cosmetic defects, minor component misalignments, or non-functional test points unrelated to primary operation.

5.2. The Client retains a 14-day (fourteen-day) cooling-off period to notify the Manufacturer of any returns for repairs. Units must not have been used beyond initial inspection/testing.

5.3. Once notified, the Client has a secondary 14-day (fourteen-day) period to return the necessary items to the Manufacturer. Therefore, totalling a maximum of 28 days from delivery date to completed return.

5.4. If the Manufacturer does not receive the returned items within the secondary 14-day period, the Manufacturer retains the right to refuse the return unless:

The courier is deemed at fault for non-delivery; or
The Manufacturer is deemed at fault for non-delivery (e.g., unavailability to supply a signature).

5.5. The Manufacturer retains the right to invoice the Client a surcharge of 35% of the total per unit assembly price if:

The Client is deemed at fault for the issues that occurred; or
A non-issue is found during testing (i.e., the exhibited behaviour cannot be replicated by the Manufacturer).

5.6. The Manufacturer is not liable for repairs or modifications made by the Client after receipt. The Manufacturer reserves the right to:

Refuse returns for repair, or
Invoice the Client a 35% surcharge for the repair. This will be applied as a repair investigation and handling fee, and to account for loss of earnings through wrongful return.

5.7. If an incorrect testing procedure was supplied by the Client, the Manufacturer reserves the right to:

Refuse returns for repair, or
Invoice the Client a 35% surcharge for the repair. This will be applied as a repair investigation and handling fee, and to account for loss of earnings through wrongful return.

5.8. If an observed issue is deemed to be at fault of incorrect or non-functional firmware, the Manufacturer is not liable for the issue. The Client accepts full responsibility for such units. The Client is responsible for supplying a validated and verified firmware image prior to manufacturing. In absence of such, the Manufacturer is indemnified against firmware-related defects.

5.8.1. The Manufacturer retains the rights to act in accordance to 5.6.

5.9. After the initial 14-day period, the Client accepts full responsibility for the assembled items and any damages or issues that may occur.

5.9.1. The Client is deemed to have accepted the goods if no defect notification is received within 14 calendar days of delivery, or if the goods are put into use, whichever occurs first. Unless otherwise agreed in writing, the Manufacturer offers no express warranty beyond the 14-day acceptance window.

5.9.2. The Manufacturer may deem a longer period of time necessary for order sizes over 250 units, where full-unit testing applies (Clause 1.4.2).

5.10. The Manufacturer shall not be liable for any defects, damages, or issues arising after the Client has accepted the products.

5.11. Where batch testing is performed instead of full-unit testing, the Manufacturer shall test only the agreed sample size or percentage of units. The Client acknowledges that batch testing provides statistical assurance rather than absolute verification. The Manufacturer’s liability shall extend only to units tested and found defective under such testing, or to clear manufacturing faults demonstrably unrelated to the batch testing limitation. The Client accepts responsibility for the functionality of all untested units.

5.12. The Manufacturer's liability shall not exceed the total per unit amount paid by the Client and shall not extend to indirect, incidental, or consequential damages, including but not limited to lost profits, loss of data, loss of goodwill, or business interruption.

5.13. The Client is responsible for all return shipping costs unless the Manufacturer is deemed to be at fault.

6. Turnkey and Free-Issue Components

6.1. The Client may supply the Manufacturer with Free-Issue components or opt to use the Manufacturer's Turnkey services.

6.2. When using Turnkey services, the Client is responsible for clearly detailing which components are to be sourced by the Manufacturer. Payment for Turnkey components is expected in accordance with Section 2 (Payment) prior to procurement.

6.3. All Free-Issue components must be provided prior to manufacturing/assembly work commencing.

6.4. The Manufacturer reserves the right to withhold production should there be extenuating circumstances affecting the offered Turnkey service. In such cases, the Manufacturer will notify the Client immediately.

6.5. In the case that Free-Issue components are found to be faulty, the Manufacturer will promptly notify the Client. All Free-Issue components must meet industry standards and initiatives, such as ROHS. The Client is reponsible for suplying traceability and lot tracking information for regulatory compliance.

6.6. Any components not supplied as Free-Issue, or not sourced by the Manufacturer through Turnkey services, will be omitted from the assembly or manufacturing work once work has commenced.

6.7. All unused Free-Issue and Turnkey components will be returned to the Client upon fulfilment.

6.8. The Manufacturer will store unused Free-Issue and Turnkey components for a maximum of 30 calendar days after fulfilment. After this period, the Manufacturer may dispose of or return the components at the Client’s expense. Notification shall be deemed effective upon sending by email to the Client’s last known address.

6.9. The Manufacturer is not responsible for the performance or long-term reliability of components sourced through Turnkey services or supplied as Free-Issue by the Client, unless defects are obvious at initial inspection. Free-Issue components must meet standard commercial quality and traceability requirements, or Manufacturer reserves the right to reject them. The Manufacturer’s acceptance of Free-Issue components does not imply suitability for purpose.

7. External Surface Mount Assembly

7.1. Should any surface mount assembly be carried out prior to the Manufacturer receiving the applicable Printed Circuit Boards (PCBs), the Client accepts that the Manufacturer is not responsible for any issues arising from such externally completed work.

7.2. The Client waives the right to return units for repair, when the identified issue pertains to externally completed surface mount assembly.

7.3. The Manufacturer is not obligated to inspect external assembly work unless specifically agreed in writing prior to commencement.

7.4. Should the Manufacturer identify faulty external surface mount assembly, the Manufacturer will notify the Client at the earliest convenience. This notification will include evidenced findings.

7.5. The Client retains the right to request the Manufacturer to repair faulty externally completed surface mount assembly when found during Through-Hole assembly.

7.5.1. When requested to repair such work, the Manufacturer may apply a discretionary repair fee. This will be cumulative, starting at a base rate of £0.50 per unit.

7.5.2. When repairs are complete, the Manufacturer will be liable only for the repairs made.

8. Scope Changes

8.1. The Client is responsible for ensuring that all files, documentation, and specifications provided to the Manufacturer are correct, complete, and final prior to the commencement of manufacturing.

8.2. Any changes to project scope, documentation, Bill of Materials (BOM), Gerber files, or design after manufacturing has commenced may result in additional charges, project delays, or rescheduling.

8.2.1. Where payment has been received and manufacturing files submitted, any changes provided thereafter shall be treated as a new revision. Such changes may incur additional charges, require a revised quotation, or result in re-queuing within the Manufacturer’s production schedule.

8.3. The Manufacturer retains sole discretion to determine whether a change constitutes a new revision. Minor changes that do not materially affect production, assembly processes, or Turnkey procurement, such as like-for-like component substitutions with equivalent specifications or documentation corrections that do not alter functionality, may not be treated as a new revision. Minor changes are determined solely by the Manufacturer. The Manufacturer’s decision regarding whether a change constitutes a new revision is final and binding unless otherwise agreed in writing.

8.3.1. Examples of minor changes include:

Replacing a resistor with an equivalent resistor of the same tolerance and power rating.
Correcting typographical errors in documentation that do not affect assembly or functionality.
Updating non-critical labeling or reference designators that do not impact manufacturing or quality assurance.

8.4. Any change determined by the Manufacturer to constitute a new revision will require written approval from the Client, along with acceptance of any revised costs, lead times, or schedule adjustments. The Manufacturer shall notify the Client in writing if a change constitutes a new revision, whether major or minor.

8.5. The Manufacturer reserves the right to re-quote or suspend work pending Client approval of revised costs or timelines.

8.6. The Manufacturer is not liable for errors or delays arising from late-stage changes, inconsistencies, or omissions in the Client’s documentation.

9. Contactable Hours

9.1. The Manufacturer is contactable during office hours (Monday to Friday, 09:00-17:00 GMT/BST). Working days exclude public holidays and weekends.

9.2. If the Client contacts the Manufacturer outside of office hours, the Manufacturer will respond to the Client at their earliest opportunity. The Manufacturer will aim to respond within 3 working days (excluding days when the Manufacturer is closed, such as public holidays or scheduled shutdowns).

9.3. If the Client requires a meeting with the Manufacturer, via in person or online means, the Manufacturer requests that this be within office hours (Monday to Friday, 09:00-17:00).

9.3.1. Meetings via online means include but are not limited to video calls, internet based voice calls, and situations where a live text feed is applicable.

9.4. If a meeting is arranged outside of office hours (Monday to Friday, 09:00-17:00 GMT/BST) the Manufacturer retains the right to charge the Client for the duration of the meeting. This will be done via hours being taken, with the Manufacturer invoicing the Client once the meeting has concluded.

9.4.1. The Client will be charged at an hourly rate of £17.50 where applicable at the Manufacturers discretion. A minimum charge of 1-hour (One Hour) applies.

9.4.2. Should the meeting surpass 10PM (22:00) the Manufacturer retains the right to apply an additional “after 22:00 fee” of £7.50 per hour. A minimum charge of 1-hour (One Hour) applies. This fee is applied in addition to the fee outlined in Clause 9.4.1.

9.5. At their discretion, the Manufacturer reserves the right to request that the Client cover any associated travel or accommodation costs. In such cases the Manufacturer will submit this expenditure as an estimate.

9.6. At the Manufacturer’s discretion, the Manufacturer may waive the charges, as set out in Clause 9.4, if the Client and the Manufacturer are located in different time zones, and a meeting out of office hours is unavoidable.

10. Confidentiality

10.1. Both Parties agree to keep confidential any information received during the course of this Project, including but not limited to technical designs, business practices, and financial information.

The Parties agree to uphold this obligation by executing a separate Non-Disclosure Agreement (“NDA”).

10.2. This clause shall survive the termination of this Agreement.

10.3. The obligations of confidentiality shall apply indefinitely, even after project completion.

11. Definition of Design Consultancy

Design Consultancy shall be deemed to occur where the Manufacturer provides the Client with advice, suggestions, modifications, or other forms of input that relate to the design, functionality, materials, assembly methods, manufacturability, or performance of the Client’s product or design, and where such input:

(a) is incorporated into the Client’s product or design; and/or
(b) could reasonably be used by the Client, or by any other Manufacturer, to enhance or produce the Client’s product.

Advice, suggestions, or findings retained solely for the Manufacturer’s internal purposes and not disclosed to the Client shall not constitute Design Consultancy.

The Manufacturer reserves the right to notify the Client in writing when Design Consultancy has occurred, but the absence of such notification shall not waive the Manufacturer’s rights under this clause.

12. Intellectual Property

12.1. All intellectual property rights in the Client’s products, designs, and materials shall remain the property of the Client throughout the manufacturing and assembly process, unless otherwise agreed in writing.

12.2. Where the Manufacturer provides design or manufacturing consultancy services that contribute to new intellectual property, the Manufacturer shall retain ownership of all resulting intellectual property rights unless and until:

(a) full payment is made under a separate Design Consultancy Agreement, with a minimum billing of one (1) consultancy hour; or
(b) royalties payable at a starting rate of 10% of the gross sales revenue derived from the Client’s sale of products incorporating the Manufacturer’s work. Royalties will be agreed upon under a separate Design Consultancy Agreement. Payments and earning reports are to be given to the Manufacturer quarterly.

Ownership of the new intellectual property shall only transfer to the Client upon full completion of payment obligations under (a) or (b).

12.3. In cases where a separate Design Consultancy Agreement has not been signed, but the Client knowingly incorporates substantial contributions made by the Manufacturer — including but not limited to suggestions, designs, or enhancements — the parties agree to enter into good faith negotiations regarding a reasonable royalty arrangement. Where no alternative agreement is reached, a default royalty fee of 10% of the gross revenue, per sale, derived from such products shall form the default basis for royalty negotiation. The Client’s use of such contributions shall not, on its own, constitute a transfer of intellectual property ownership.

12.3.1. Substantial contributions are defined as contributions that materially impact functionality, design, or manufacturability of a product or design.

12.4. The Manufacturer reserves the right to display non-confidential work as part of their professional portfolio unless the Client explicitly requests otherwise in writing. When requested the Manufacturer agrees not to display such work as part of their professional portfolio.

12.4.1. Non-confidential displayed as part of the Manufacturers professional portfolio will not include confidential client designs or data.

12.5. Disputes over intellectual property ownership shall be resolved under the dispute resolution provisions outlined in Section 14.

13. Conflict of Interest

13.1. The Client acknowledges and agrees that the Manufacturer may now or in the future provide manufacturing or consultancy services to other individuals or companies, and may also develop their own independent products, including those similar to the Project outlined in this Agreement.

13.2. The Manufacturer agrees to maintain full confidentiality and will not disclose any proprietary or confidential information belonging to the Client, as detailed in Section 10 (Confidentiality).

13.3. The Client waives any right to claim ownership, authorship, or interest in any work, ideas, concepts, or products manufactured or developed by the Manufacturer for other Clients or for their own personal or commercial use, even if such work is of a similar or identical nature to the Project.

14. Dispute Resolution

14.1. In the event of a dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the matter in good faith through informal negotiation.

14.2. If mediation is agreed upon, it must conclude within thirty (30) calendar days of commencement unless otherwise mutually agreed in writing.

14.3. Nothing in this section shall prevent either Party from seeking urgent legal relief where appropriate.

14.4. All communications under this clause shall be in writing (including email).

15. Governing Law

15.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.