Legal

Terms and Conditions of Sale and Services

Last Updated: October 1, 2026

These Terms and Conditions of Sale and Services (“Terms”) govern the sale of products, equipment, machinery, tooling, consumables, and related goods, and the provision or coordination of services by RZ Aerospace LLC, doing business as RZ Aerospace Solutions (“RZ Aerospace,” “Seller,” “we,” “us,” or “our”) to any purchaser, customer, or recipient (“Buyer” or “Customer”).

These Terms apply to quotations, proposals, order acknowledgments, invoices, purchase orders accepted by RZ Aerospace, statements of work, service orders, and other transactions between RZ Aerospace and Buyer unless expressly superseded by a written agreement signed by an authorized representative of RZ Aerospace.

1. Definitions

For purposes of these Terms:

“Products” means machinery, manufacturing equipment, automation systems, robotics, tooling, accessories, replacement parts, component parts, consumables, software-enabled equipment, and other goods sold or supplied through RZ Aerospace.

“Services” means services performed, supplied, arranged, or coordinated by RZ Aerospace or its partners, including engineering support, systems integration, automation, training, transportation, logistics, rigging, installation, commissioning, maintenance, inspection, repair, technical support, and related services.

“Order” means any accepted quotation, proposal, purchase order, order acknowledgment, sales order, contract, statement of work, or other written agreement for Products or Services.

“OEM” means the original equipment manufacturer or original manufacturer of a Product.

“Partner” or “Service Provider” means a third-party manufacturer, supplier, integrator, logistics provider, installer, service organization, financing provider, or other company supporting a transaction.

2. Applicability and Acceptance

All sales of Products and provision of Services by RZ Aerospace are subject to these Terms unless otherwise agreed in writing.

Submission of a purchase order, payment of a deposit, acceptance of a quotation, authorization to begin work, acceptance of delivery, or use of Products or Services constitutes Buyer's acceptance of these Terms.

Any terms contained in a Buyer purchase order, procurement form, acknowledgment, portal, or other document that are additional to or inconsistent with these Terms are rejected unless expressly accepted in writing by an authorized representative of RZ Aerospace.

No sales representative, contractor, supplier, or other person has authority to modify these Terms except through an authorized written agreement.

3. Quotations and Proposals

Unless otherwise stated, quotations and proposals issued by RZ Aerospace are valid for 30 days from the date of issuance.

A quotation does not constitute acceptance of an Order and may be withdrawn or revised before written Order acceptance.

Quotations are based on the information available to RZ Aerospace at the time they are prepared. Prices, specifications, schedules, and other terms may be revised if:

Buyer changes its requirements
Technical specifications change
Additional engineering or services are required
Supplier or OEM pricing changes
Freight, tariff, duty, tax, or regulatory costs change
Exchange rates materially affect imported Products
Incorrect or incomplete information was provided
Supplier lead times or availability change
Circumstances outside RZ Aerospace's reasonable control affect the project

Errors and omissions in quotations may be corrected by RZ Aerospace.

4. Order Acceptance

No Order is binding upon RZ Aerospace until accepted in writing or otherwise confirmed through an official RZ Aerospace order acknowledgment.

Order acceptance may be conditioned upon:

Receipt of required deposits
Satisfactory credit review
OEM or supplier acceptance
Availability of Products
Completion of technical review
Receipt of sufficient engineering information
Confirmation of applicable export or regulatory requirements
Agreement upon applicable commercial terms

RZ Aerospace may decline an Order before final acceptance without liability.

5. Product Specifications

Product specifications, dimensions, performance information, drawings, photographs, catalog descriptions, and technical information may originate from the applicable OEM or supplier.

Such information is intended to identify and describe the Product and is not an independent warranty by RZ Aerospace.

Manufacturers may make reasonable engineering, design, software, component, or specification changes provided that the Product continues to substantially meet the agreed requirements.

Buyer is responsible for confirming that the selected Product is suitable for its intended process and application unless RZ Aerospace has expressly assumed responsibility for application design in a written agreement.

6. Buyer Specifications and Requirements

Buyer is responsible for providing complete and accurate information regarding:

Production requirements
Materials
Part geometry
Tolerances
Output or capacity requirements
Drawings and specifications
Facility requirements
Automation requirements
Safety requirements
Utilities
Regulatory requirements
Intended application

RZ Aerospace may rely upon information supplied by Buyer when developing a solution.

Changes to Buyer requirements after Order acceptance may result in additional charges, engineering costs, schedule changes, or revised delivery dates.

7. Pricing

Prices are stated in the applicable quotation or Order.

Unless expressly stated otherwise, prices do not include:

Sales or use taxes
Customs duties
Tariffs
Import fees
Permit fees
Freight
Insurance
Rigging
Unloading
Installation
Utilities
Foundations
Site preparation
Travel
Lodging
Per diem
Other project-specific costs

Buyer is responsible for all applicable taxes, duties, fees, and governmental charges except taxes imposed directly on RZ Aerospace's net income.

8. Payment Terms

Payment terms will be specified in the applicable quotation, Order acknowledgment, or contract.

Capital equipment and custom machinery projects may require progress or milestone payments, including combinations of:

Initial deposit
Engineering or order-release payment
Manufacturing milestone payment
Payment before shipment
Payment upon delivery
Payment upon installation or commissioning
Final acceptance payment

Deposits for custom, configured, special-order, imported, or OEM-ordered equipment may be non-refundable once RZ Aerospace has committed funds or placed an order with a manufacturer or supplier.

RZ Aerospace may require full or partial payment before shipment where warranted by the size, credit profile, custom nature, or commercial risk of an Order.

9. Late Payments

Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum lawful rate permitted by applicable law.

Buyer is responsible for reasonable costs incurred by RZ Aerospace in collecting overdue amounts, including collection expenses and reasonable attorneys' fees where permitted by law.

RZ Aerospace may suspend the following while any undisputed amount remains past due:

Shipments
Services
Installation
Commissioning
Technical support
Training
Other performance

10. Credit Approval

Any extension of credit is subject to RZ Aerospace's approval.

RZ Aerospace may modify or withdraw credit terms if it reasonably determines that Buyer's financial condition or payment history has changed.

RZ Aerospace may require additional security, deposits, progress payments, or payment in full before continuing performance.

11. Equipment Financing

RZ Aerospace may introduce qualified customers to independent third-party financing providers.

Any financing transaction is solely between Buyer and the applicable financing provider unless expressly stated otherwise.

RZ Aerospace:

Does not guarantee financing approval
Does not determine credit eligibility
Does not establish final financing rates or terms
Does not act as a bank or lender
Is not responsible for a financing provider's underwriting or credit decisions

Any equipment financing is subject to the financing provider's independent approval, documentation, terms, and conditions.

12. Delivery Dates

Delivery dates and manufacturing schedules are estimates unless expressly guaranteed in writing.

Delivery timing may depend upon:

OEM manufacturing schedules
Component availability
Transportation availability
Customs clearance
Regulatory approvals
Buyer approvals
Engineering information
Site readiness
Supplier performance
Other factors outside RZ Aerospace's direct control

Time is not of the essence unless expressly stated in a written agreement signed by RZ Aerospace.

13. Shipping and Transportation

Shipping terms will be identified in the applicable Order whenever practicable.

Unless included in RZ Aerospace's quoted scope, freight, insurance, customs, unloading, storage, rigging, and related transportation costs are Buyer's responsibility.

Where RZ Aerospace coordinates transportation, RZ Aerospace may engage independent carriers, freight forwarders, brokers, customs providers, or logistics companies.

Such providers remain independent third parties.

14. Risk of Loss and Title

Risk of loss transfers according to the shipping terms specified in the applicable Order.

Where no specific shipping term is stated, risk of loss will ordinarily transfer when the Product is delivered to the carrier at the applicable shipping origin, to the extent permitted by law.

Unless otherwise agreed, title to Products may remain with RZ Aerospace until all amounts due for those Products have been paid in full.

Buyer shall maintain appropriate insurance covering Products after risk of loss passes.

15. Buyer-Caused Delays

If shipment, installation, commissioning, or performance is delayed because of Buyer, including because of incomplete site preparation, unavailable personnel, missing information, delayed approvals, or failure to make required payments:

Scheduled payments may nevertheless become due
Products may be stored at Buyer's risk and expense
Additional transportation or storage costs may apply
Field-service mobilization charges may apply
Project pricing and schedules may be revised

16. Site Preparation and Facility Requirements

Buyer is responsible for ensuring that its facility is safe, accessible, and properly prepared for delivery, installation, and operation of the Products.

Unless included in RZ Aerospace's written scope, Buyer is responsible for:

Equipment foundations
Floor load capacity
Electrical power
Compressed air
Water
Drainage
Network infrastructure
Ventilation
Environmental controls
Permits
Crane access
Equipment access pathways
Fire protection
Safety systems
Compliance with applicable building, electrical, environmental, and workplace-safety laws

Additional costs arising from inadequate site preparation are Buyer's responsibility.

17. Logistics, Rigging and Installation

Where RZ Aerospace coordinates logistics, rigging, placement, or installation, such work may be performed by qualified independent service providers.

The specific responsibilities of each party will be stated in the applicable Order, Statement of Work, or installation plan.

Buyer shall provide reasonable site access and a safe working environment for installation personnel.

Delays, standby time, remobilization, or additional work caused by site conditions or Buyer may be billed separately.

18. Systems Integration and Commissioning

Integration and commissioning work will be performed according to the agreed project scope.

Any material change to the following may constitute a change in scope and may require additional engineering, time, and fees:

Machine configuration
Automation requirements
Controls
Software interfaces
Production requirements
Safety systems
Facility infrastructure
Third-party equipment

19. Acceptance

Where Factory Acceptance Testing (“FAT”), Site Acceptance Testing (“SAT”), or another written acceptance procedure applies, acceptance will be determined according to that agreed procedure.

Otherwise, Products will be considered accepted upon the earliest of:

Successful installation
Successful operational testing
Productive use by Buyer
Written acceptance
Expiration of the acceptance period stated in the applicable Order without written notice of a material nonconformity

Minor deficiencies that do not materially prevent productive operation will not constitute grounds for rejecting the entire Product.

20. Training

Training may be provided by RZ Aerospace, the OEM, an integrator, or another qualified partner.

The exact training scope, location, duration, number of participants, and included materials will be identified in the applicable Order.

Buyer is responsible for ensuring that only properly trained and authorized personnel operate industrial machinery.

21. Maintenance and Technical Services

Maintenance, inspection, repair, troubleshooting, and other technical services will be performed according to the applicable service quotation or Statement of Work.

Service estimates are estimates only unless expressly designated as fixed-price.

Actual costs may increase due to unforeseen conditions, including:

Additional labor
Replacement parts
Obsolete components
Unexpected equipment damage
Travel
Freight
Overtime
Additional troubleshooting
Conditions not reasonably identifiable before service begins

RZ Aerospace will seek authorization for material scope increases where commercially practicable.

22. Preventive Maintenance

Preventive maintenance does not guarantee uninterrupted operation or eliminate the possibility of equipment failure.

Buyer remains responsible for performing daily, weekly, or routine maintenance required by applicable OEM manuals unless otherwise stated.

Failure to perform required maintenance may affect applicable warranty coverage.

23. Replacement Parts, Tooling and Consumables

Parts, tooling, accessories, and consumables may be sourced from OEMs or other qualified manufacturers.

Availability and lead times are subject to supplier inventory and production schedules.

Consumable or wear items are generally not covered by equipment warranties unless otherwise expressly stated.

24. Cancellation

Orders may not be cancelled after acceptance without RZ Aerospace's written consent.

If RZ Aerospace agrees to a cancellation, Buyer remains responsible for costs and commitments already incurred, including where applicable:

Non-refundable deposits
OEM cancellation fees
Supplier charges
Engineering work
Completed manufacturing
Materials purchased
Freight commitments
Subcontractor expenses
Storage expenses
Reasonable administrative or cancellation charges

Custom-built or special-order equipment may be non-cancellable once production has begun.

25. OEM Warranties

Products manufactured by third-party OEMs are normally supplied subject to the applicable OEM's written warranty.

To the extent permitted and assignable, RZ Aerospace will pass through or facilitate access to the applicable manufacturer's warranty.

Warranty periods, exclusions, remedies, travel coverage, labor coverage, and replacement-part obligations are governed by the relevant OEM warranty unless RZ Aerospace expressly provides a separate written warranty.

26. Warranty Exclusions

Unless otherwise covered by an applicable written warranty, warranty coverage does not apply to damage or failures caused by:

Misuse
Abuse
Accidents
Crashes
Improper programming
Negligence
Improper installation
Unauthorized repairs
Unauthorized modifications
Improper maintenance
Failure to follow manufacturer instructions
Improper utilities
Unsuitable environmental conditions
Power fluctuations
Normal wear
Consumable components
Events outside the reasonable control of RZ Aerospace or the OEM

27. Disclaimer of Additional Warranties

To the maximum extent permitted by applicable law, except for warranties expressly provided in writing, RZ Aerospace disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Technical recommendations, product descriptions, estimates, and assistance do not create an additional warranty unless expressly incorporated into a signed agreement.

28. Product Operation and Safety

Industrial machinery may present serious hazards if improperly installed, maintained, programmed, or operated.

Buyer is responsible for ensuring that:

Operators are appropriately trained
Applicable guarding remains installed
Safety devices are properly used
Lockout/tagout procedures are followed
OEM instructions are followed
Applicable OSHA and other safety requirements are satisfied
Products are operated only for their intended purposes

RZ Aerospace is not responsible for injuries, losses, or damages resulting from unauthorized modification, misuse, improper maintenance, bypassing safety devices, or operation contrary to manufacturer instructions.

29. Third-Party Products and Services

RZ Aerospace's business model may involve Products or Services supplied or performed by independent manufacturers, integrators, carriers, installers, maintenance providers, finance companies, and other third parties.

Unless expressly stated otherwise, these parties are independent contractors and are not employees or agents of RZ Aerospace.

Where third-party services are included within RZ Aerospace's contractual scope, RZ Aerospace will coordinate such services according to the applicable Order.

30. Software and Digital Products

Software embedded in or supplied with machinery remains subject to the applicable OEM's or software developer's license.

Buyer receives only the rights granted under the applicable license.

Unless expressly permitted, Buyer may not do any of the following with software supplied with Products:

Copy
Distribute
Sublicense
Reverse engineer
Decompile
Bypass licensing controls
Improperly modify

Ownership of software, source code, firmware, and related intellectual property remains with the applicable rights holder.

31. Intellectual Property

RZ Aerospace, its OEMs, suppliers, and partners retain ownership of their respective:

Designs
Drawings
Engineering methods
Software
Technical documentation
Trademarks
Copyrighted materials
Confidential information
Intellectual property

No intellectual property rights are transferred except those expressly granted in writing.

Buyer retains ownership of proprietary materials supplied by Buyer, subject to RZ Aerospace's right to use such materials as reasonably necessary to fulfill the applicable Order.

32. Confidential Information

Technical, commercial, pricing, engineering, customer, supplier, and other non-public information exchanged in connection with a project shall be treated as confidential where its confidential nature is reasonably apparent or where required by a separate nondisclosure agreement.

Each party shall use reasonable measures to protect the other party's confidential information.

These obligations do not apply to information that:

Was lawfully known without restriction
Is publicly available
Was independently developed
Was lawfully received from a third party without a confidentiality obligation

33. Export Controls and Sanctions Compliance

Products, technical data, software, and services supplied through RZ Aerospace may be subject to U.S. export-control and sanctions laws.

Buyer agrees to comply with all applicable laws and regulations, including where applicable requirements administered under:

U.S. export-control laws
Economic sanctions laws
Import regulations
Other applicable trade-control requirements

Buyer shall not export, re-export, transfer, divert, or use Products or technical information in violation of applicable law.

Buyer is responsible for obtaining licenses or approvals required for its intended destination, end user, or use unless otherwise expressly agreed.

34. Compliance with Laws

Each party shall comply with laws applicable to its respective responsibilities under an Order.

Buyer is responsible for laws governing its facility, workforce, production processes, and operation of the Products.

Nothing provided by RZ Aerospace constitutes legal or regulatory certification of Buyer's operation unless expressly stated.

35. Force Majeure

RZ Aerospace will not be liable for delay or failure caused by circumstances beyond its reasonable control, including:

Natural disasters
Fire
Flood
Severe weather
War
Terrorism
Civil unrest
Labor disputes
Transportation disruption
Port congestion
Supplier failure
Semiconductor or material shortages
Cyber incidents
Epidemics or pandemics
Governmental actions
Sanctions
Embargoes
Tariffs
Import or export restrictions
Utility interruptions
Other comparable circumstances

Applicable schedules will be reasonably extended for the duration and effects of such events.

36. Limitation of Liability

To the maximum extent permitted by law, RZ Aerospace's aggregate liability arising from any Product, Service, Order, or transaction shall not exceed the amount actually paid to RZ Aerospace for the specific Product or Service giving rise to the claim.

Regardless of the theory of liability, and regardless of whether such damages were foreseeable, in no event shall RZ Aerospace be liable for:

Lost profits
Lost revenue
Loss of production
Loss of use
Business interruption
Loss of contracts
Loss of data
Loss of goodwill
Indirect, incidental, special, exemplary, punitive, or consequential damages

37. Buyer Indemnification

To the extent permitted by law, Buyer shall defend, indemnify, and hold harmless RZ Aerospace and its officers, employees, affiliates, and contractors from third-party claims arising from the following, except to the extent caused by the gross negligence or willful misconduct of RZ Aerospace:

Buyer's misuse of Products
Unauthorized modification
Buyer's manufacturing operations
Unsafe facility conditions
Buyer's violation of law
Specifications supplied by Buyer that infringe third-party rights
Actions or omissions of Buyer or its personnel

38. Security Interest

Where Products are sold on credit or payment remains outstanding after delivery, Buyer grants RZ Aerospace a purchase-money security interest in such Products and their identifiable proceeds to the extent permitted by applicable law.

Buyer agrees to execute reasonable documentation necessary to perfect such interest.

RZ Aerospace's rights under this section terminate when all secured amounts have been paid in full.

39. Taxes, Duties and Tariffs

Buyer shall pay all applicable sales, use, excise, import, customs, value-added, or similar taxes, tariffs, and duties arising from the transaction, except taxes imposed on RZ Aerospace's net income.

If such amounts are assessed against RZ Aerospace in connection with Buyer's Order, Buyer shall reimburse RZ Aerospace unless valid exemption documentation has been provided.

40. Changes in Scope

Any material change requested after Order acceptance may require a written change order.

Changes may affect:

Price
Delivery schedule
Engineering scope
Equipment configuration
Installation requirements
Software
Tooling
Training
Project milestones

RZ Aerospace is not required to perform additional work until applicable commercial terms are agreed.

41. Suspension of Performance

RZ Aerospace may suspend performance if Buyer:

Fails to make a required payment
Materially breaches an Order
Fails to provide necessary information
Creates unsafe site conditions
Fails to meet agreed responsibilities
Becomes subject to a legal or compliance restriction preventing performance

Any resulting delay may extend the project schedule and result in additional costs.

42. Assignment

Buyer may not assign an Order or its rights or obligations without RZ Aerospace's prior written consent.

RZ Aerospace may assign an Order to an affiliate, successor, financing party, or purchaser of substantially all relevant business assets, subject to applicable law.

43. Independent Contractors

Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise, or agency between Buyer and RZ Aerospace.

Third-party service providers engaged for a project remain independent contractors unless otherwise expressly agreed.

44. No Waiver

Failure by RZ Aerospace to enforce any provision on one occasion does not waive its right to enforce that provision or any other provision later.

Any waiver must be in writing and signed by an authorized representative.

45. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

The invalid provision will be interpreted or modified only to the minimum extent necessary to make it enforceable where permitted by law.

46. Entire Agreement

The applicable Order, these Terms, and any expressly incorporated documents constitute the agreement between RZ Aerospace and Buyer regarding the transaction.

They supersede prior oral or written discussions concerning the same transaction.

In the event of a conflict, the following order of precedence applies unless otherwise stated:

Signed master or project-specific agreement
Signed Statement of Work or Order
RZ Aerospace order acknowledgment
These Terms
Other referenced documentation

47. Amendments

No amendment or modification is effective unless documented in writing and approved by an authorized representative of RZ Aerospace.

Statements by sales representatives, suppliers, contractors, or other personnel do not modify these Terms unless incorporated into an authorized written agreement.

48. Governing Law and Venue

These Terms and all transactions between RZ Aerospace and Buyer shall be governed by the laws of the State of New Jersey, without giving effect to conflict-of-law principles.

Unless the parties agree in writing to arbitration or another dispute-resolution procedure, any legal proceeding arising from an Order shall be brought in a state or federal court of competent jurisdiction in New Jersey, and each party consents to such jurisdiction and venue.

49. Notices

Formal notices concerning an Order must be delivered by:

Recognized overnight courier
Certified or registered mail
Email to an authorized business representative where receipt can reasonably be established

Notices to RZ Aerospace should be directed to:

RZ Aerospace LLC

Email: info@rzaerospace.com

Website: rzaerospace.com

50. Website and Electronic Communications

Electronic signatures, digital approvals, email authorizations, purchase orders, electronic invoices, and other commercially reasonable electronic records may constitute valid communications and agreements between the parties to the extent permitted by law.

51. Survival

Provisions relating to the following will survive completion or termination of an Order:

Payment
Warranties and disclaimers
Intellectual property
Confidentiality
Limitation of liability
Indemnification
Export compliance
Governing law
Other provisions that by their nature should survive

52. Contact

Questions regarding these Terms and Conditions may be directed to: