ZYCI LLC Terms and Conditions

Last Updated: July 19, 2026

1. Introduction

These Terms and Conditions ("Terms") govern all quotations, purchase orders, manufacturing services, products, and related transactions between ZYCI LLC ("ZYCI") and the customer ("Customer"). Acceptance of a quotation, issuance of a purchase order, or acceptance of products or services constitutes acceptance of these Terms unless otherwise agreed to in writing by ZYCI.

2. Quotations and Orders

2.1 Quotation Validity. Unless otherwise stated, quotations are valid for sixty (60) days from the quotation date. Pricing, lead times, and material availability are subject to change after expiration.

2.2 Purchase Orders. Customer purchase orders shall reference the applicable ZYCI quotation number and incorporate only those terms expressly accepted by ZYCI. Additional or conflicting Customer terms shall not apply unless accepted in writing by ZYCI.

2.3 Scope of Work. ZYCI will manufacture products in accordance with the released engineering package, specifications, purchase order, and other written requirements accepted by ZYCI.

3. Pricing and Payment

3.1 Pricing. Pricing is based upon the engineering information, quantities, specifications, quality requirements, and other requirements available at the time of quotation.

3.2 Payment Terms. Invoices are due in accordance with the payment terms stated on the applicable invoice, quotation, or other written agreement.

3.3 Late Payments. Amounts unpaid more than five (5) business days after the due date may be assessed a five percent (5%) late charge, plus an additional five percent (5%) per month on outstanding balances, where permitted by applicable law.

3.4 Credit Hold. Accounts with overdue balances or a history of late payment may be placed on credit hold. ZYCI may suspend production, shipment, or acceptance of additional orders until outstanding balances are paid. ZYCI may also require payment in full prior to production or shipment.

4. Lead Time and Delivery

4.1 Lead Time. Quoted lead times begin only after ZYCI receives the Customer purchase order, complete released engineering package, all applicable CAD models and specifications, all required Customer-furnished material, if applicable, resolution of all technical questions, and all required Customer approvals, source-inspection requirements, or other Customer-controlled inputs.

4.2 Estimated Delivery. Delivery dates are estimates only. While ZYCI will make commercially reasonable efforts to meet quoted delivery schedules, delivery dates are not guaranteed.

4.3 Customer Delays. Delays caused by Customer actions or omissions, including engineering clarification, approvals, source inspection, Customer-furnished material, engineering changes, purchase-order revisions, or other Customer-controlled activities, may result in revised delivery schedules and additional charges.

4.4 Material Availability. Pricing and delivery are contingent upon raw-material availability at the time of order acceptance. Significant changes in material cost, tariffs, allocation, or supply-chain conditions may require adjustment of pricing or delivery commitments.

5. Engineering Data and Product Definition

5.1 3D CAD Models and Product Definition. Pricing assumes that the Customer will provide complete, accurate, production-ready 3D CAD models that match the applicable released drawing revision. All modeled features are assumed to represent nominal dimensions and complete design intent. Discrepancies between drawings and models, incomplete specifications, missing model data, or engineering revisions may require requotation and revised delivery commitments.

5.2 Customer Quality Requirements and Flow-Downs. Customer quality clauses, supplier quality requirements, source-inspection requirements, Customer-specific flow-downs, documentation requirements, certifications, testing requirements, first article inspection requirements, serialization, traceability requirements, special-process approvals, or other contractual requirements not disclosed during the request-for-quotation process may require additional review.

If such requirements are added, modified, or identified after quotation or after receipt of the purchase order, ZYCI reserves the right to adjust pricing, lead time, and scope of work accordingly. Any additional work required to comply with undisclosed or revised Customer requirements will be quoted and approved prior to implementation.

6. Prototype and First Article Development

Prototype, first article, qualification, and development hardware are intended to support product development and process validation. Quoted pricing and delivery are based on the information available at the time of quotation and assume a reasonable level of manufacturing-process development.

If unforeseen manufacturing challenges arise, including, but not limited to, part distortion, material behavior, model inaccuracies, incomplete or revised technical data, previously unidentified design or inspection requirements, or other conditions outside the original quotation assumptions, ZYCI may suspend work until the Customer and ZYCI mutually agree upon any required revisions to pricing, delivery schedule, tooling, inspection requirements, or manufacturing methods.

Unless otherwise specified in writing, prototype and first article hardware is not considered production-qualified or process-capable and may require design, process, manufacturing, or inspection revisions before production release.

7. Engineering Changes and Order Modifications

Customer-requested engineering changes, drawing revisions, specification changes, quantity changes, delivery changes, or purchase-order modifications after order acceptance may affect pricing and delivery and may require requotation.

Any work performed prior to receipt and acceptance of revised requirements shall be invoiced in accordance with the original purchase order.

8. Customer-Furnished Material

The Customer is responsible for providing conforming material in sufficient quantity and with appropriate certifications where required.

ZYCI is not responsible for defects, insufficient quantity, improper certification, dimensional inaccuracies, or delays associated with Customer-furnished material. Additional processing, inspection, replacement material, or schedule impacts resulting from the condition of Customer-furnished material may result in additional charges.

9. Inspection, Acceptance, and Claims

The Customer shall inspect products promptly upon receipt. Any dispute or claim regarding quantity, quality, shortage, shipping damage, or nonconformance must be submitted to ZYCI in writing within sixty (60) days of shipment.

No product or material may be returned without prior written authorization from ZYCI.

10. Cancellation

Cancellation or modification of an accepted purchase order may result in charges for completed work, work in process, purchased material, outside processing, tooling, administrative costs, and other commitments incurred by ZYCI.

Unless otherwise agreed in writing, cancellation charges shall not be less than thirty percent (30%) of the purchase-order value.

11. Subcontracting and Outside Processing

The Customer acknowledges that ZYCI may subcontract machining, fabrication, surface treatment, heat treatment, plating, anodizing, chemical conversion coating, non-destructive testing, inspection, special processes, or other manufacturing operations to suppliers approved under ZYCI's AS9100 Quality Management System.

12. Tooling, Fixtures, and Manufacturing Methods

Unless specifically identified in writing as Customer-owned, all tooling, fixtures, CNC programs, inspection programs, process documentation, work instructions, manufacturing methods, and related manufacturing know-how developed by ZYCI remain the exclusive property of ZYCI.

Customer-owned tooling remains the property of the Customer, subject to any separate written agreement regarding maintenance, storage, replacement, or disposal.

13. Intellectual Property

The Customer retains ownership of intellectual property, drawings, CAD models, specifications, technical data, and proprietary information supplied to ZYCI. Nothing in these Terms transfers ownership of Customer intellectual property to ZYCI.

ZYCI retains ownership of its manufacturing methods, tooling, fixtures, programs, process documentation, inspection methods, software, and other proprietary manufacturing know-how developed independently or in connection with performance of the work.

14. Warranty and Limitation of Liability

ZYCI warrants that products will conform to the applicable purchase-order requirements at the time of shipment.

ZYCI's sole obligation for a valid warranty claim shall be, at its option, to repair the nonconforming product, replace the nonconforming product, or issue a credit for the nonconforming product.

Except as expressly stated in these Terms, ZYCI disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

To the fullest extent permitted by applicable law, ZYCI shall not be liable for incidental, consequential, indirect, special, exemplary, punitive, or lost-profit damages.

15. Force Majeure

ZYCI shall not be liable for delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, riots, labor disputes, transportation difficulties, utility interruptions, supplier delays, governmental actions, war, terrorism, epidemics, pandemics, cyber incidents, or other similar circumstances beyond ZYCI's reasonable control.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and interpreted in accordance with the laws of the State of Georgia, without regard to conflict-of-law principles.

The parties shall first attempt to resolve any dispute through good-faith negotiations. Any dispute that cannot be resolved through negotiation shall be submitted to binding arbitration in the State of Georgia, unless otherwise mutually agreed in writing.

17. Order of Precedence

These Terms supplement the terms stated in ZYCI's quotation and order-acceptance documents. In the event of a conflict, any transaction-specific term expressly stated in a ZYCI quotation or written agreement shall control over these general Terms solely with respect to that transaction.

Additional or conflicting terms contained in a Customer purchase order, supplier portal, acknowledgment, or other Customer document shall not modify these Terms unless expressly accepted in writing by an authorized representative of ZYCI.

18. Acceptance

By issuing a purchase order, accepting a quotation, authorizing ZYCI to begin work, or accepting products or services from ZYCI, the Customer acknowledges and agrees to these Terms and Conditions.