ZYCI LLC Supplier Purchase Order Terms and Conditions

Last Updated: July 19, 2026

These Supplier Purchase Order Terms and Conditions ("Terms") apply to all purchase orders issued by ZYCI LLC ("ZYCI") to the supplier identified on the purchase order ("Supplier"). Acceptance of a ZYCI purchase order, commencement of work, shipment of products, or performance of services constitutes Supplier's acceptance of these Terms. These Terms supplement the requirements stated on the applicable purchase order, drawings, specifications, quality clauses, and other documents incorporated by reference.

1. Purchase Order Acceptance and Compliance

1.1. Supplier shall perform all work and provide all products and services in accordance with the applicable ZYCI purchase order, drawings, specifications, quality requirements, delivery requirements, and these Terms.

1.2. Supplier shall promptly notify ZYCI of any discrepancy, ambiguity, conflict, omission, or inability to comply with any purchase-order requirement before commencing or continuing affected work.

1.3. Supplier shall not substitute materials, products, processes, specifications, sources, or manufacturing methods without prior written approval from ZYCI.

2. Defense Priorities and Allocations System

2.1. When a DO or DX priority rating and program identification symbol are specified on a ZYCI purchase order, the purchase order is a rated order certified for national defense use. Supplier shall comply with all applicable provisions of the Defense Priorities and Allocations System regulations, including 15 C.F.R. Part 700.

2.2. Supplier shall accept or reject a rated order within the time and in the manner required by applicable DPAS regulations and shall provide written notice of any rejection and the reason for rejection.

2.3. When required by applicable DPAS regulations, Supplier shall extend the applicable priority rating to qualifying purchase orders placed with its U.S. sub-tier suppliers for products or services necessary to fulfill ZYCI's rated order.

3. Suspension, Debarment, and Exclusion

3.1. Supplier represents that neither Supplier nor, to Supplier's knowledge, its principals are suspended, debarred, proposed for debarment, or otherwise excluded from participation in United States Government contracts or transactions.

3.2. Supplier shall notify ZYCI immediately in writing if Supplier or any of its principals becomes suspended, debarred, proposed for debarment, excluded, or otherwise declared ineligible for United States Government contracting.

4. Right of Access

4.1. Supplier shall provide ZYCI, ZYCI's customers, governmental authorities, and applicable regulatory agencies reasonable access to Supplier's and applicable sub-tier suppliers' facilities, personnel, records, inspection results, processes, and products associated with the purchase order.

4.2. Access may be exercised for inspection, surveillance, audit, verification, investigation, or assessment of compliance with purchase-order, contractual, statutory, regulatory, and quality-management-system requirements.

4.3. Exercise of access, inspection, or verification rights does not relieve Supplier of its responsibility to provide conforming products and services.

5. Nonconforming Product and Corrective Action

5.1. Supplier shall promptly notify ZYCI in writing of any actual or suspected nonconforming product or service associated with a ZYCI purchase order.

5.2. Supplier shall clearly identify, document, segregate, and control nonconforming products to prevent unintended use or delivery.

5.3. Supplier shall not deliver nonconforming product or perform an unauthorized repair, use-as-is disposition, or deviation without prior written approval from ZYCI.

5.4. Supplier shall notify ZYCI immediately if Supplier discovers that nonconforming or suspect product has previously been delivered.

5.5. Upon request, Supplier shall investigate nonconformances, determine root cause, implement corrective action, and provide documented objective evidence of corrective-action effectiveness within the timeframe specified by ZYCI.

6. Product, Process, Source, and Facility Changes

6.1. Supplier shall provide advance written notice to ZYCI of any proposed change that may affect product conformity, product safety, quality, reliability, performance, traceability, delivery, or regulatory compliance.

6.2. Changes requiring notification include, but are not limited to:

  • Changes to a product, design, material, specification, formulation, or configuration;
  • Changes to manufacturing, inspection, testing, or special processes;
  • Changes in tooling, equipment, software, numerical-control programs, or manufacturing methods;
  • Changes to sub-tier suppliers or processing sources;
  • Changes in manufacturing, inspection, or processing facility location;
  • Changes to certifications, approvals, registrations, or quality-management-system status; and
  • Changes that could affect previously approved first articles or process qualifications.

6.3. Supplier shall obtain written approval from ZYCI before implementing any change when approval is required by the purchase order, customer requirements, specifications, or applicable regulatory requirements.

7. Approved Sources and Special Processes

7.1. When the purchase order, drawing, specification, or customer requirement identifies an approved supplier, processor, manufacturer, or source, Supplier shall use only the specified or approved source.

7.2. Supplier shall not subcontract a special process or other controlled operation to an unapproved source without prior written authorization from ZYCI.

7.3. Supplier remains fully responsible for all work performed by its sub-tier suppliers and for verifying that all applicable approvals remain current.

8. Counterfeit and Suspect-Unapproved Parts Prevention

8.1. Supplier shall establish and maintain controls appropriate to the products supplied to prevent the purchase, use, or delivery of counterfeit, fraudulent, substituted, recycled, or suspect-unapproved parts and materials.

8.2. Supplier shall procure products and materials from original manufacturers, authorized distributors, approved sources, or other sources specifically authorized by ZYCI.

8.3. Supplier shall maintain product identification and traceability and shall provide material certifications, certificates of conformity, test reports, manufacturer certifications, chain-of-custody documentation, and other supporting records required by the purchase order.

8.4. Supplier shall immediately notify ZYCI of any actual or suspected counterfeit or suspect-unapproved product and shall preserve all relevant evidence and records.

9. ZYCI and Customer Property

9.1. All designs, drawings, models, specifications, tooling, fixtures, patterns, equipment, technical data, software, and other property furnished or paid for by ZYCI or its customer shall remain the property of ZYCI or its customer, as applicable.

9.2. Supplier shall clearly identify, protect, preserve, maintain, and use such property solely for performance of the applicable ZYCI purchase order.

9.3. Supplier shall not reproduce, disclose, reverse engineer, transfer, or use such property to manufacture products for Supplier or any third party without prior written authorization from ZYCI.

9.4. Supplier shall not manufacture, duplicate, reverse engineer, or use any ZYCI or customer design, drawing, model, tooling, fixture, or product for any customer other than ZYCI without prior written authorization from ZYCI.

9.5. Supplier shall immediately report any loss, damage, deterioration, malfunction, or unauthorized disclosure involving ZYCI or customer property.

9.6. Upon completion or termination of the purchase order, Supplier shall return, retain, or dispose of such property as directed in writing by ZYCI.

10. Flow-Down to Sub-Tier Suppliers

10.1. Supplier shall flow down all applicable purchase-order, drawing, specification, customer, statutory, regulatory, quality, export-control, product-safety, and AS9100-related requirements to its sub-tier suppliers.

10.2. Flow-down requirements include, as applicable:

  • Key characteristics and critical-item controls;
  • Foreign-object-damage prevention;
  • Counterfeit-parts prevention;
  • Product identification and traceability;
  • Record-retention requirements;
  • Right-of-access requirements;
  • Change-notification and approval requirements;
  • Nonconforming-product notification;
  • Special-process and approved-source requirements;
  • Export-control and controlled-data requirements;
  • Product-safety requirements; and
  • Ethical-behavior and employee-awareness requirements.

10.3. Supplier remains responsible for ensuring that all products and services provided by its sub-tier suppliers conform to ZYCI purchase-order requirements.

11. Employee Awareness, Product Safety, and Ethical Behavior

11.1. Supplier shall ensure that personnel performing work affecting ZYCI products or services are competent based on appropriate education, training, skills, and experience.

11.2. Supplier shall ensure its personnel understand:

  • Their contribution to product and service conformity;
  • Their contribution to product safety;
  • The importance of preventing the use of counterfeit or suspect products;
  • The importance of reporting quality, safety, and compliance concerns; and
  • The importance of ethical behavior.

11.3. Supplier shall provide evidence of such communication, training, or awareness when requested by ZYCI.

12. Export-Controlled and Controlled Technical Data

12.1. Supplier shall comply with all applicable United States export-control laws and regulations, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR).

12.2. Before receiving export-controlled products, software, technology, or technical data, Supplier shall confirm that it is legally eligible and properly authorized to receive, access, possess, use, store, and protect such information.

12.3. Supplier shall not export, reexport, retransfer, disclose, provide access to, or otherwise release export-controlled information or items to any foreign person, foreign entity, foreign destination, or unauthorized person without all required governmental and ZYCI authorizations.

12.4. Supplier shall restrict access to export-controlled information to authorized personnel with a legitimate need to know and shall implement appropriate physical, administrative, and technical safeguards.

12.5. Supplier shall immediately notify ZYCI of any actual or suspected unauthorized access, disclosure, export, reexport, loss, or compromise of export-controlled information.

13. Inspection, Measuring, and Test Equipment

13.1. Supplier shall maintain inspection, measuring, and test equipment appropriate for verifying product conformity.

13.2. Equipment used for product acceptance shall be calibrated or verified at established intervals against standards traceable to recognized national or international measurement standards, where such standards exist.

13.3. Supplier shall assess and document the validity of previous inspection or test results whenever equipment is found to be out of calibration and shall promptly notify ZYCI when delivered product may be affected.

14. Foreign-Object-Damage Prevention and Product Preservation

14.1. Supplier shall establish and maintain controls appropriate to the product for prevention, detection, and removal of foreign objects and debris.

14.2. Supplier shall preserve products during manufacturing, processing, handling, storage, packaging, and delivery to prevent contamination, corrosion, damage, deterioration, loss, or substitution.

14.3. Supplier shall comply with all specified packaging, labeling, shelf-life, environmental-control, and transportation requirements.

15. Certificates and Shipping Documentation

15.1. Each shipment shall include all documentation required by the purchase order, which may include certificates of conformity, material certifications, process certifications, inspection reports, test reports, first article inspection reports, serialization records, and traceability documentation.

15.2. Certificates of conformity shall be signed or otherwise authenticated by an authorized Supplier representative and shall identify, as applicable:

  • ZYCI purchase-order number and line item;
  • Part number and revision;
  • Quantity shipped;
  • Lot, batch, heat, serial, or other traceability information;
  • Applicable specifications and revisions; and
  • A statement that the products or services conform to applicable purchase-order requirements.

15.3. Supplier shall not alter, recreate, or replace original certifications in a manner that obscures the original manufacturer, processor, source, or traceability information.

16. Record Retention

16.1. Supplier shall retain records associated with the ZYCI purchase order for a minimum of ten (10) years after final delivery unless a longer period is specified by the purchase order, drawing, specification, customer requirement, contract, or applicable law or regulation.

16.2. Records shall remain legible, identifiable, retrievable, protected against damage or unauthorized alteration, and available to ZYCI upon request.

16.3. Supplier shall not destroy applicable records after the retention period without first providing ZYCI written notice and an opportunity to request transfer or extended retention.

17. Supplier Performance

17.1. ZYCI may monitor Supplier performance, including product quality, delivery performance, responsiveness, corrective-action effectiveness, documentation accuracy, and compliance with purchase-order requirements.

17.2. Unsatisfactory performance may result in corrective-action requests, increased inspection, probation, suspension of new orders, removal from ZYCI's approved-supplier list, or other action determined appropriate by ZYCI.

18. Order of Precedence

18.1. In the event of a conflict among purchase-order documents, the following order of precedence shall apply unless otherwise stated in writing by ZYCI:

  1. The face of the ZYCI purchase order and transaction-specific notes;
  2. Applicable drawings and specifications;
  3. Customer-specific or ZYCI quality clauses incorporated into the purchase order;
  4. These Supplier Purchase Order Terms and Conditions; and
  5. Other documents incorporated by reference.

18.2. Supplier's quotations, acknowledgments, invoices, portal terms, or other documents shall not add to, modify, or supersede ZYCI's purchase-order requirements unless expressly accepted in writing by an authorized representative of ZYCI.

19. Confidentiality, Non-Disclosure, Publicity, and Non-Circumvention

19.1. Confidential Information. Supplier acknowledges that all drawings, CAD models, specifications, technical data, purchase orders, pricing, manufacturing methods, tooling, inspection data, customer information, business information, and all other information provided by or learned through ZYCI are confidential and proprietary, regardless of whether such information is marked confidential. Supplier shall use such information solely to fulfill ZYCI purchase orders and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

19.2. No Public Disclosure. Supplier shall not publicly identify ZYCI as a customer, supplier, business partner, or other business relationship without ZYCI's prior written consent. Without prior written authorization from ZYCI, Supplier shall not publish press releases or public announcements; post on websites or social media; include ZYCI in customer lists; use ZYCI's name, logo, trademarks, or branding; or reference ZYCI in marketing materials, presentations, brochures, case studies, advertisements, trade-show materials, or promotional content.

19.3. Photography, Recording, and Social Media. Supplier shall not photograph, video record, livestream, scan, render, or otherwise capture images or recordings of any ZYCI product, component, assembly, drawing, model, tooling, fixture, packaging, documentation, or manufacturing process except to the limited extent necessary to perform the purchase order and only through secure, non-public means. Supplier shall not publish, upload, transmit, display, distribute, or otherwise share any such photographs, videos, renderings, or visual representations on social media, company websites, marketing materials, trade shows, portfolios, online forums, AI training datasets, or any other public or private electronic platform without ZYCI's prior written authorization. This prohibition applies whether the product is complete, unfinished, unmarked, or does not identify ZYCI or the end customer.

19.4. Customer Confidentiality. Supplier acknowledges that products manufactured for ZYCI may support aerospace, defense, medical, commercial, or other confidential programs. Supplier shall not disclose, directly or indirectly, the identity of ZYCI's customers, the existence of any customer program, quantities ordered, production schedules, engineering information, pricing, technical capabilities, or any other information concerning work performed for ZYCI.

19.5. Non-Circumvention. During performance of work for ZYCI and for five (5) years after completion of the last ZYCI purchase order, Supplier shall not, directly or indirectly, solicit business from, market products or services to, quote work for, accept work from, contract with, or otherwise attempt to conduct business with any customer, end user, or customer affiliate first identified to Supplier through work performed for ZYCI, for products or services substantially similar to those supplied through ZYCI, unless expressly authorized in writing by ZYCI. This restriction does not prohibit Supplier from continuing a documented business relationship that existed before Supplier learned of the party through ZYCI.

19.6. Required Disclosures. If Supplier is legally compelled to disclose confidential information, Supplier shall, to the extent legally permitted, provide ZYCI prompt written notice and reasonable assistance so ZYCI may seek a protective order or other appropriate remedy. Supplier shall disclose only the minimum information legally required.

19.7. Remedies. Supplier acknowledges that a breach of this Section may cause irreparable harm for which monetary damages alone may be inadequate. ZYCI may seek temporary, preliminary, and permanent injunctive relief, specific performance, and any other remedies available at law or in equity, without limiting any other contractual remedies.

19.8. Survival. Supplier's obligations under this Section survive completion, cancellation, expiration, or termination of any purchase order. Trade-secret obligations survive for so long as the information remains a trade secret under applicable law.