(Incorporated into each Purchase Order issued by Warn Industries, Inc.)

Last Updated: November 2021

Shipping Instructions

1. Shipment and delivery shall strictly follow the schedule, quantities, and requirements set forth in the Order. Delays must be reported immediately. Time is of the essence.
2. A packing list must accompany each shipment. Each box must be labeled with:
   • Material description
   • Quantity
   • Purchase order number
   • Line number
   • Buyer part number and revision
   • Manufacturing date or lot number
   • Country of Manufacture (for international shipments)
   Buyer's count is final if no packing list is provided.
3. No charges for packing, marking, or shipping unless agreed in writing.
4. Improperly packaged goods may be charged back or returned at Seller’s expense.
5. Risk of loss remains with Seller until delivery to Buyer.
6. No partial shipments without written approval.
7. Unauthorized shipments may be returned at Seller’s expense.
8. Buyer-owned tools/materials must be:
   • Clearly marked
   • Insured by Seller
   • Returned upon request in original condition (normal wear excepted)

Conditions of Order

1. Definition of Order: Includes all purchase order terms, attachments, specifications, and warranties.
2. Acceptance: Order becomes binding when Seller:
   • Signs and returns acknowledgment
   • Begins performance
   • Confirms intent to perform
   Offer expires in 30 days if not accepted.
3. Changes: Buyer may modify quantities, design, shipping, or delivery. Seller cannot change without approval.
4. Cancellation: Buyer may cancel at any time. Payment limited to accepted goods and reasonable work-in-progress costs.
5. Price & Payment:
   • Includes all taxes, tariffs, and fees
   • Invoices issued after delivery
   • Payment due 90 days after receipt or delivery
6. Infringement: Seller indemnifies Buyer against IP claims.
7. Compliance with Law: Seller must comply with all applicable laws, including:
   • Foreign Corrupt Practices Act
   • Import/export laws
   • Conflict minerals regulations
   • Supplier Code of Conduct
8. Assignment: Not allowed without Buyer approval.
9. Remedies: Buyer retains all legal rights and remedies.
10. Waiver: Failure to enforce does not waive rights.
11. Right of Access: Buyer may inspect Seller’s facilities and processes.
12. Confidentiality: Seller must protect and return all confidential information.
13. Insurance: Seller must maintain:
    • $2M general liability ($4M aggregate)
    • $2M professional liability
    • Workers’ compensation
14. Subcontractors: Require Buyer approval; Seller remains responsible.
15. Relationship: Independent contractors only.
16. Severability: Invalid provisions do not affect the rest.
17. Notices: Must be in writing via approved delivery methods.
18. Entire Agreement: Supersedes all prior agreements.
19. Governing Law: Oregon law applies.

Quality Assurance, Inspection and Rejection

1. Inspection: Goods subject to inspection after delivery. Defective goods may be returned at Seller’s expense.
2. Rejection: Buyer may reject non-compliant goods and recover associated costs.
3. Recalls: Seller responsible for all recall-related costs.
4. Warranty: Seller warrants goods are:
   • Free from defects
   • Compliant with specifications
   • Fit for intended use
   • Legally compliant (including Prop 65)