Terms & Conditions

1. SCOPE AND CONTRACT FORMATION
These terms apply to products, including custom machined or manufactured items (Products), and engineering, consulting and other services (Services), sold by the Aerocrafted entity named in the quote or proposal (Seller) to the customer named there (Buyer). They apply to business purchasers only; Seller’s retail consumer sales are governed by separate terms. For each order, the accepted quote or proposal, its agreed scope and specifications, these terms and any changes agreed in writing form the Agreement.

Quotes are valid for 30 days unless stated otherwise and are subject to Seller’s written order acceptance. Buyer accepts these terms by signing or agreeing to the quote in writing (including by email), issuing a purchase order that references or responds to the quote, authorizing Seller to proceed, or accepting any Products or Services. Seller rejects additional or different terms in Buyer’s purchase orders, procurement portals, supplier acknowledgments and click-through agreements, and any acceptance of such an order is expressly conditional on Buyer’s assent to these terms. Seller’s receipt of those terms, silence, performance, shipment or acceptance of payment is not agreement to them. No modification of these terms binds Seller unless signed by an officer of Seller.

In a conflict, the following control in descending order: a signed agreement expressly governing the order; a written amendment agreed by authorized representatives of both parties; the accepted quote and its incorporated scope and specifications; and these terms. Statements of work and completion or acceptance criteria bind Seller only if included in or expressly referenced by the accepted quote or accepted by Seller in writing. Purchase order administrative details, such as ship-to address and order number, apply to the extent consistent with the Agreement. Technical documents govern technical requirements only and add no commercial or legal terms. An existing nondisclosure agreement between the parties controls confidentiality where it conflicts with these terms.

2. SCOPE AND PRICING
Only the Products, Services and deliverables identified in the accepted scope are included. Before order acceptance, Buyer shall identify applicable drawing and model revisions, tolerances, materials, quantities, intended use, inspection criteria and required records. Unless the quote states otherwise, the drawing controls dimensioned features and tolerances, Seller may rely on the model for geometry not dimensioned on the drawing, and Seller’s standard tolerances and finishes stated in the quote apply where Buyer furnishes a model without a toleranced drawing. Conflicts among Buyer’s documents that Buyer did not identify before order acceptance are changes under Section 4.

Prices are in U.S. dollars. Fixed prices apply to the agreed scope, quantities, assumptions and schedule. Time-and-materials work is invoiced for actual hours at the agreed rates, which are firm for the stated performance period, plus authorized materials, outside services and reasonable expenses at cost unless the quote states a markup or expense factor. Buyer pays all sales, use, excise and similar taxes, customs duties and tariffs applicable to the order, other than taxes on Seller’s net income, unless it provides a valid exemption certificate.

Seller may adjust the price to reflect documented cost changes if Buyer places the order after the quote expires, if Buyer-caused delay moves material purchase more than 60 days beyond the quoted schedule, or if tariffs, duties or extraordinary market changes beyond Seller’s control increase the cost of materials or outside services by more than 5% before Seller purchases them. For an adjustment caused solely by tariffs or market changes, Buyer may instead cancel the affected unperformed work within 10 days after notice, paying only for work performed and commitments made before the notice. Unless the quote states otherwise, Seller may ship up to 5% (minimum one unit) more or fewer than the ordered quantity of production Products, invoiced at the quantity shipped; this does not apply to prototypes or first articles.

Time-and-materials Services are a commitment of effort, not of a result. Estimates, schedules and not-to-exceed or funding amounts are planning figures and spending caps, not fixed prices or promises that the work will be completed or succeed within them. Fees for authorized hours and costs are earned as incurred, including for iteration, testing and approaches that prove unsuccessful, and are not contingent on completion, outcome or Buyer’s satisfaction. When Seller expects the authorized amount to be insufficient, it will notify Buyer with a revised estimate, and Buyer may (a) stop the work, (b) have Seller continue up to the authorized amount, or (c) increase the authorization. Absent a response, Seller may continue up to the authorized amount. Seller will not exceed the authorized amount without Buyer’s written authorization. If work stops under (a) or (b), Buyer pays for authorized work performed and receives the work product in its then-current state, and Seller has no obligation to complete it.

Fixed-price Services are a commitment to deliver the deliverables described in the accepted scope, meeting its stated completion criteria, for the agreed price. The price assumes the requirements, Buyer inputs, review periods and other assumptions stated in the quote and, unless the quote states otherwise, one consolidated round of Buyer comments on each draft deliverable. Additional review rounds, new or changed requirements, inaccurate assumptions or inputs, and requirements that prove infeasible or conflicting because of Buyer’s inputs or conditions not reasonably discoverable when quoted are changes under Section 4. Unless a completion criterion expressly requires a demonstrated performance outcome, such as passing a specified test, the Services are complete when Seller delivers the specified deliverables meeting the stated criteria and the standard in Section 8, and Seller does not guarantee that a design will perform as intended in fabrication, testing or service. Milestone payments are earned when each milestone is completed.

3. CUSTOMER INPUTS AND PROPERTY
Buyer shall timely provide accurate, complete and authorized drawings, models, specifications, data, approvals and customer-furnished materials and tooling, and grants Seller and its subcontractors the rights needed to use them to perform the order. Buyer is responsible for the design, suitability and rights in its inputs, except for design responsibilities expressly assigned to Seller; Seller’s manufacturability suggestions or reviews are not design approval. Buyer shall identify hazardous materials, handling requirements, material condition, certifications and replacement values before delivery, and Seller may rely on Buyer’s information and certifications unless verification is part of the scope. Hidden defects, unsuitable stock, insufficient material allowances and inaccurate inputs are changes under Section 4. Seller will not knowingly substitute materials or deviate from agreed specifications without Buyer’s written approval. Seller is not responsible for defects or delays of suppliers, processors or sources that Buyer specifies or directs, but will reasonably assist Buyer in pursuing them.

Buyer retains ownership of customer-furnished property, which Seller will handle with reasonable care, use only for the order and return at Buyer’s expense on request or completion. Normal consumption and agreed process or test allowances are permitted. Because machining and processing inherently involve a risk of scrap, Seller’s liability for customer-furnished material damaged, scrapped or rendered nonconforming during processing is limited to credit of Seller’s processing charges for the affected item, unless caused by Seller’s gross negligence or willful misconduct; Buyer should furnish reasonable overage and insure its property. Seller may charge reasonable storage for property left more than 30 days after notice, and if Buyer gives no disposition instructions within 90 days after notice, Seller may return the property at Buyer’s expense or dispose of it as permitted by law. Seller may retain Buyer’s property, tooling and completed Products until undisputed amounts then due are paid and has a lien on them to the extent permitted by law.

4. CHANGES AND CUSTOMER DELAYS
Changes to scope, revisions, quantities, quality requirements, sequence, delivery dates or Buyer’s inputs require written agreement on price, schedule and other effects before affected work proceeds; authorized representatives may agree by email. Seller may pause affected work pending agreement. If Buyer delays approvals, inputs or access, directs a hold, or causes rework outside Seller’s responsibility, Seller is entitled to a reasonable schedule extension and its documented additional costs, including storage, remobilization and noncancelable supplier charges. If a Buyer-directed hold or Buyer-caused delay exceeds 90 days, Seller may invoice conforming work in process and treat the affected work as canceled under Section 14.

5. PAYMENT AND SUSPENSION
Unless the quote states otherwise, Products are invoiced at shipment, time-and-materials Services monthly, fixed-price Services at the milestones in the quote or, if none, monthly in proportion to work completed, and deposits when due. Payment is due 30 days from the invoice date. If Buyer delays shipment of completed Products, Seller may invoice them when ready and store them at Buyer’s expense, with risk passing under Section 6. Buyer must notify Seller of any good-faith objection to invoiced hours, rates or expenses within 15 days after receipt, identifying the disputed entries and reasons; otherwise those entries are accepted, except for fraud or manifest error. Buyer shall pay undisputed amounts when due and shall not set off amounts due under one order against claims under another.

Undisputed overdue amounts accrue simple interest at 1% per month or the maximum lawful rate, if lower, and Buyer shall pay reasonable collection costs, including attorneys’ fees. Seller may suspend work for undisputed nonpayment after written notice and a 10-day opportunity to cure. If Buyer’s credit materially deteriorates, Seller may require adequate assurance, prepayment or modified payment terms and may suspend performance until they are provided. Schedule and cost effects of a suspension are handled under Section 4.

6. DELIVERY, TITLE AND RISK
Delivery dates are estimates unless expressly stated to be binding and depend on timely receipt of inputs, approvals and payments. No liquidated damages, late-delivery penalties or delivery-performance charges apply unless expressly agreed in the accepted quote. Seller may make partial shipments and may ship and invoice early unless the order expressly prohibits it.

Unless otherwise agreed, delivery is FOB Seller’s facility, San Luis Obispo, California, under the California Commercial Code and not an Incoterms rule. Seller will package Products to its standard commercial practice or any packaging requirements stated in the accepted scope and ship by commercially reasonable means at Buyer’s expense unless Buyer instructs otherwise. Title and risk of loss pass on delivery to the carrier or on pickup or, for Products held at Buyer’s request, when Seller notifies Buyer that they are complete and available. Buyer shall pursue transit claims with the carrier, with Seller’s reasonable assistance. International shipments require written agreement on delivery terms, importer of record and customs responsibilities before shipment.

7. INSPECTION, ACCEPTANCE AND QUALITY
Buyer shall inspect Products within 15 business days after receipt and give written notice of shortages, damage or nonconformance, identifying the affected items and supporting facts; otherwise the Products are accepted, subject to the warranty in Section 8 for latent defects. Once Buyer accepts a first article or first shipment, later Products made by the same process to the same drawing revision are presumed conforming as to the features and interpretations accepted, unless Buyer gives written notice of a different interpretation before the later work begins.

Time-and-materials Services are not subject to acceptance testing unless the quote expressly states otherwise. For fixed-price deliverables, Buyer has 15 business days after delivery to identify in writing how a deliverable fails the agreed scope or acceptance criteria, and Seller will correct those nonconformances. Otherwise, or when Buyer uses the deliverable for fabrication, procurement, testing or submission to a third party, the deliverable is accepted. New or changed requirements and matters of preference are changes under Section 4.

Buyer shall preserve affected items and evidence and allow Seller to inspect them. Returns require Seller’s authorization. Seller is not responsible for rework, sorting, replacement purchases or recalls undertaken without its prior written approval, except reasonable urgent measures required by law or needed to prevent imminent injury or property damage. Seller will not ship known nonconforming Products without Buyer’s written disposition, and each party will promptly notify the other of discovered nonconformance likely to affect the safety or compliance of delivered Products.

Unless the quote states otherwise, Seller will furnish a certificate of conformance with each shipment, provide available material certifications for Seller-supplied material, and retain production and inspection records for seven years. First-article or source inspection, special processes, additional certifications or traceability, audit access and customer or regulatory flowdowns apply only if expressly included in the accepted scope or required by law.

8. WARRANTY AND REMEDIES
Seller warrants that Products it manufactures will conform to agreed specifications and be free from defects in Seller-supplied material and workmanship for 12 months after delivery. The warranty does not cover problems caused by Buyer’s design or inputs, customer-furnished material, normal wear, misuse, improper installation, storage or maintenance, unauthorized modification or repair, or operation outside agreed conditions. Third-party products resold without modification carry only their manufacturers’ transferable warranties, which Seller will reasonably help Buyer pursue. Buyer may pass Seller’s Product warranty through to its customers, subject to its limitations; any greater warranty Buyer gives is Buyer’s responsibility, and Buyer shall indemnify Seller against claims under it.

Buyer must report a warranty claim promptly after discovery and within the warranty period, with reasonable supporting detail. For a valid claim, Seller will, at its option, repair or replace the Product or refund its price, and will pay reasonable standard freight for returns and replacements; if repair or replacement cannot be completed within a reasonable time, Buyer may require a refund. Repaired or replaced Products are warranted for the rest of the original period or 30 days, whichever is longer. Nonwarranty evaluation or repair is charged at Seller’s rates with Buyer’s prior approval.

Seller will perform Services with reasonable professional skill and care consistent with the agreed scope. If delivered Services contain errors that fail that standard and Buyer notifies Seller in writing, with reasonable detail, within 60 days after delivery, Seller will, at its option, correct the specific nonconforming work at no charge or refund the fees paid for it. This remedy does not cover incomplete time-and-materials work, the need for further work, exceeded estimates, or failure to achieve Buyer’s desired result unless that result is an expressly agreed completion criterion. Other correction, revision or additional Services require written authorization and are billable at agreed rates. This does not limit Seller’s obligation to complete an unchanged fixed-price scope for the agreed price.

THE REMEDIES IN THIS SECTION ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR DEFECTIVE OR NONCONFORMING PRODUCTS AND SERVICES, SUBJECT TO SECTION 12. EXCEPT FOR THE EXPRESS PRODUCT WARRANTY AND SERVICES STANDARD ABOVE, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DOES NOT WARRANT THAT SERVICES WILL ACHIEVE A PARTICULAR RESULT OR BE ERROR-FREE. TO THE EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

9. ENGINEERING AND END USE RESPONSIBILITIES
Buyer is responsible for system integration, validation, qualification, installation, end-use suitability and regulatory or airworthiness approvals, except as the accepted scope expressly assigns to Seller. Buyer shall disclose safety-critical use and applicable requirements before order acceptance. Delivery of a part, report or prototype is not a representation of certification, flight approval or suitability for safety-critical use. Prototypes, development articles and test items are for the agreed development purpose only and shall not be placed in operational service without required validation and approvals. Seller does not undertake certification, ongoing support or maintenance, or a guaranteed research or development outcome unless expressly agreed.

10. INTELLECTUAL PROPERTY AND TOOLING
Each party retains its preexisting and independently developed intellectual property, and Buyer retains all rights in its furnished drawings, designs and data. Seller retains its manufacturing methods, process plans, CNC programs, fixtures, know-how, reusable tools and technology, and improvements to them, including those developed while performing the order (Seller Technology), but not Buyer’s confidential information or the Buyer-owned deliverables described below. Seller Technology is developed exclusively at private expense; when delivered for U.S. Government use, technical data and software within it are provided with no more than limited or restricted rights, or as commercial technical data or commercial computer software, under the applicable FAR and DFARS clauses, and Seller may mark them accordingly.

Upon full payment for the applicable work, Seller assigns to Buyer its rights in bespoke drawings, designs and reports expressly identified as customer deliverables in the accepted scope, excluding Seller Technology and third-party materials. Work in process, internal calculations, source files and manufacturing documentation are deliverables only if expressly identified. To the extent Seller Technology is incorporated in a paid deliverable, Seller grants Buyer a perpetual, worldwide, nonexclusive, royalty-free license to use, reproduce and modify that deliverable and to make, have made, use and sell products based on it, but not to commercialize Seller Technology on its own. Purchase of standard Products conveys the right to use and resell them, not to reproduce their design.

Tooling expressly identified as Buyer-owned becomes Buyer’s property upon full payment of its agreed price and is subject to Section 3. Setup or nonrecurring engineering charges alone do not transfer ownership of tooling or Seller Technology.

11. CONFIDENTIALITY
Each party shall protect the other’s nonpublic information that is marked confidential or reasonably understood to be confidential with reasonable care, use it only for the Agreement, and disclose it only to personnel, advisers and subcontractors who need to know it and are bound to protect it. This does not apply to information that is public without breach, already lawfully known, independently developed or rightfully received without restriction. Disclosure required by law is permitted, with advance notice where lawful. On request, the recipient will return or destroy confidential information, except copies required by law, routine backups and information needed to exercise continuing rights, which remain protected. These duties last five years after the order ends and, for trade secrets, as long as they remain trade secrets. Either party may seek injunctive relief.

12. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY OR USE; OR DAMAGE TO AIRCRAFT, SYSTEMS OR OTHER EQUIPMENT OF WHICH A PRODUCT IS A PART. SELLER’S TOTAL LIABILITY ARISING FROM OR RELATING TO AN ORDER SHALL NOT EXCEED THE PRICE PAID OR PAYABLE FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. THESE LIMITS APPLY UNDER ANY LEGAL THEORY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY AND PRODUCT LIABILITY, EVEN IF A PARTY WAS ADVISED OF THE POSSIBILITY OF THE LOSS AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THESE LIMITS DO NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, AND DO NOT LIMIT BUYER’S PAYMENT OBLIGATIONS OR EITHER PARTY’S INDEMNITY OBLIGATIONS.

13. THIRD-PARTY CLAIMS
Each party shall defend and indemnify the other against third-party claims for bodily injury, death or damage to tangible property to the extent caused by its negligence or willful misconduct. Buyer shall also defend and indemnify Seller against third-party claims, including intellectual property and product liability claims, arising from (a) Buyer’s designs, specifications, data or instructions; (b) integration, validation, qualification, certification, installation, operation or end use of Products or deliverables by Buyer or its customers; or (c) use of prototypes, development articles or test items contrary to Section 9, except to the extent caused by Seller’s failure to conform Products to agreed specifications, Seller’s negligence or willful misconduct, or Seller’s unauthorized modifications or independently selected technology. Neither party must indemnify the other for the other’s share of fault.

The protected party shall give prompt notice (delay excuses the obligation only to the extent of material prejudice), allow the indemnifying party to control the defense, and reasonably cooperate at the indemnifying party’s expense. No settlement may admit fault by or impose obligations on the protected party without its consent, which will not be unreasonably withheld.

14. CANCELLATION AND TERMINATION
Buyer may cancel unperformed work by written notice. Buyer shall then pay for completed conforming Products, time-and-materials effort and costs earned under Section 2, and fixed-price work performed, plus reasonable documented work-in-process costs, noncancelable commitments, wind-down costs and reasonable profit on work performed, less deposits and without profit on unperformed work. The cancellation charge for custom Products is not less than 10% of the canceled Product price, and setup, programming and nonrecurring engineering charges are earned once that work begins. For fixed-price work, the total settlement, including prior payments, will not exceed the adjusted order price. Seller will provide an itemized settlement and make paid-for work and materials available to Buyer, subject to Section 10.

Either party may terminate affected work for the other’s material breach not cured within 15 days after written notice, without affecting Seller’s suspension rights under Section 5. On termination for Seller’s breach, Buyer pays for conforming Products and fixed-price work accepted or retained and time-and-materials effort earned under Section 2, Seller refunds prepayments for unperformed work, and Buyer’s remedies are as stated in Sections 8 and 12. On termination for Buyer’s breach, the cancellation settlement above applies.

15. EVENTS BEYOND REASONABLE CONTROL
Neither party is liable for delay or nonperformance caused by events beyond its reasonable control, such as natural disaster, fire, epidemic, war, terrorism, cyberattack, labor disputes, utility or power failure, failure of critical production equipment not caused by inadequate maintenance, government action, delays in government licenses or export authorizations, or extraordinary supply or transportation disruption. Ordinary cost increases, lack of funds and routine staffing or supplier problems do not qualify. The affected party will promptly notify the other and resume performance as soon as reasonably practicable, and schedules will be extended accordingly. Payment for work performed remains due. If the event continues for more than 60 days, either party may cancel the affected unperformed work by notice, and the Section 14 cancellation settlement applies.

16. EXPORT CONTROLS AND REGULATED REQUIREMENTS
Each party shall comply with applicable export control and sanctions laws, including the Export Administration Regulations and International Traffic in Arms Regulations. Neither party shall export, release or provide access to controlled items, technical data or services, including to foreign persons, through cloud systems or to subcontractors, without required authorization. Before providing controlled information or materials, Buyer shall identify their known jurisdiction, classification, end user, end use and access restrictions and coordinate an authorized transfer method with Seller. Buyer shall promptly notify Seller if Buyer or its end user becomes subject to denied-party or other export restrictions, and shall indemnify Seller against penalties, claims and costs arising from inaccurate or incomplete export information Buyer provides. Seller may suspend affected work while required information or authorizations are pending and may refuse prohibited performance. These terms do not represent that Seller holds any particular registration or approval.

Government contract clauses, cybersecurity and controlled unclassified information requirements, and customer quality-system flowdowns apply only if identified and expressly accepted by Seller before work begins, except requirements independently mandatory by law. No prime contract or supplier manual is incorporated merely by reference in a purchase order.

17. DISPUTES AND GENERAL TERMS
California law governs, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. The parties will first attempt to resolve disputes through management discussions for 30 days after written notice, except for urgent relief or to preserve a claim. Unresolved disputes shall be brought exclusively in the state courts of San Luis Obispo County, California, or the federal courts there, and each party consents to their jurisdiction. Each party bears its own legal fees, except for collection costs under Section 5, defense costs under an indemnity, or as required by law.

Buyer may not assign the Agreement without Seller’s consent, which will not be unreasonably withheld. Seller may assign the Agreement to a successor to substantially all of its relevant business and may assign its right to payment. Seller may use qualified subcontractors, subject to agreed source restrictions, and remains responsible for their work. The parties are independent contractors and cannot bind one another.

Notices must be written and sent to the contacts in the quote or as later designated. Email notice is effective the next business day after sending unless the sender receives a nondelivery notice; courier notice is effective on delivery. Failure to enforce a provision is not a waiver, and an unenforceable provision will be limited only as necessary. The Agreement is the parties’ complete agreement for the order and supersedes prior communications, subject to Section 1. Provisions that by their nature should survive completion or termination do so, including those on payment, ownership, licenses, confidentiality, liability and disputes.