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. Payment

1.1. 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.

1.2. If custom/modified components are required for the build, the Manufacturer reserves the right to apply a time-based Engineering Fee at its discretion. This will be integrated into the per unit assembly/manufacturing fee.

1.3. If the Client requires the Manufacturer to carry out testing, the Manufacturer may apply a discretionary time-based Engineering Fee. This will be applied at a starting rate of £1 per unit, and will be integrated into the per unit assembly/manufacturing fee.

1.4. If the Client requires any assembled products to be placed within an enclosure or apply a front-panel, with associated hardware, the Manufacturer may apply a discretionary time-based Panel Assembly Fee. This will be applied at a starting rate of £1.50 per unit, and will be integrated into the per unit assembly/manufacturing fee.

Screws, washers, nuts, etc. are classified as associated hardware.

1.5. All invoices are due within seven (7) 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.

1.6. 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.

1.6.1 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.

1.7. 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.

1.8. 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. Late Payment and Surcharges

2.1. If payment is not received within the seven-day payment window, the Manufacturer reserves the right to:

Suspend all ongoing work on the Project until payment is received; and/or
Apply a 10% late payment surcharge on the unpaid invoice amount at the Manufacturer’s discretion.

2.1.1. At the Manufacturer’s discretion, a grace period of up to forty-eight (48) hours may be granted before surcharges are applied, to accommodate inadvertent payment delays. This does not waive the Manufacturer’s right to enforce surcharges thereafter.

2.2. The surcharge may be applied if the invoice remains unpaid seven (7) days after the original invoice date and will be invoiced separately.

2.3. Surcharges are cumulative and apply on a per-invoice basis, up to the amount of 60% of the total invoice amount.

2.3.1. 10% after 7 days (the initial late payment surcharge), increasing by 10% every 14 days thereafter, capped at 60%. Surcharge may be applied to cover loss of earnings in the form of a disruption fee. Example: Invoice unpaid after 7 days = 10% surcharge. Unpaid after 21 days = 20% surcharge, etc.

2.4. Work will not resume until all outstanding balances, including applicable surcharges, are fully settled.

3. Delivery

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

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

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

3.4. The cost of packing materials will be integrated into the shipment cost and passed onto the Client.

3.5. Failure to fulfil payment for delivery and packaging charges may incur a 10% late payment surcharge, according to Section 2.

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

3.7. 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.

3.8. 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.

3.9. 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 extends deadlines rather than cancelling obligations and shall not entitle the Client to cancel orders or demand compensation, unless expressly agreed in writing.

4. Returns and Repairs

4.1. 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.

4.1.1. The Manufacturer may, at their sole discretion, offer goodwill repairs for 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.

Goodwill repairs apply solely to minor cosmetic or non-functional defects that do not impair the primary operation, performance, or safety of the unit.

4.2. 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.

4.3. 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.

4.4. 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).

4.5. The Manufacturer retains the right to invoice the Client a 35% surcharge 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).

4.6. 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.

4.7. 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.

4.8. 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.

4.8.1. The Manufacturer retains the rights to act in accordance to 4.6.

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

4.9.1. 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.

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

4.11. The Manufacturer's liability shall not exceed the total amount paid by the Client and shall not extend to indirect, incidental, or consequential damages, including but not limited to lost profits or business interruption.

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

5. Turnkey and Free-Issue Components

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

5.2. 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 1 (Payment).

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

5.4. 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.

5.5. In the case that Free-Issue components are found to be faulty, the Manufacturer will promptly notify the Client.

5.6. 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.

5.7. All unused Free-Issue components will be returned to the Client upon fulfilment.

5.8. The Manufacturer will store unused Free-Issue 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.

5.9. 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.

6. External Surface Mount Assembly

6.1. 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.

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

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

6.4. 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.

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

6.5.1. 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.

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

7. Scope Changes

7.1. The Client is responsible for ensuring that all files, documentation, and specifications provided to the Manufacturer are correct and final before manufacturing begins.

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

7.2.1. Where payment has been received and manufacturing files submitted, any changes provided thereafter shall be treated as a new revision. Such changes may result in additional charges, project delays, or re-queuing within the manufacturing schedule.

7.3. Any change to the BOM, Gerber files, or manufacturing documentation, however minor, may be treated as a new revision at the Manufacturer's sole discretion.

7.4. The Manufacturer is not liable for errors resulting from late-stage changes or inconsistencies in the Client’s documentation.

8. Contactable Hours

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

8.2. 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).

8.3. 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).

8.4. If a meeting is arranged outside of office hours (Monday to Friday, 09:00-17:00) 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.

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

8.4.2. Should the meeting surpass 10PM (22:00) the Manufacturer retains the rights to apply an additional “after 22:00 fee” of £7.50 per hour. A minimum charge of 1-hour (One Hour) applies.

8.5. At their discretion, the Manufacturer reserves the right to request that the Client cover any associated travel or accommodation costs.

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

9. Confidentiality

9.1. 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”).

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

10. 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.

11. Intellectual Property

11.1. 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.

11.2. 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 of 1 hour consultancy being applied; 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.

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

11.3. Where a Design Consultancy Agreement has not been signed, but the Client chooses to incorporate suggestions, designs, or enhancements made by the Manufacturer, the Client agrees to a default royalty fee of no less than 10% of the gross revenue derived from products incorporating said contributions.

11.4. The Manufacturer reserves the right to display non-confidential work as part of their professional portfolio unless the Client explicitly requests otherwise in writing.

11.5. Disputes over intellectual property ownership shall be resolved under the dispute resolution provisions outlined in Section 13.

12. Conflict of Interest

12.1. 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.

12.2. The Manufacturer agrees to maintain full confidentiality and will not disclose any proprietary or confidential information belonging to the Client, as detailed in Section 9 (Confidentiality).

12.3. 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.

13. Dispute Resolution

13.1. 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.

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

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

14. Governing Law

14.1. 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.