Terms of Purchase - WENO MFG LLC.

WENO MFG LLC

STANDARD TERMS AND CONDITIONS OF PURCHASE

Effective Date: June 16, 2026

Document No. WEMFG-L-010 Rev. 0

Rev. 0 initial release. First WENO MFG LLC purchase-side terms. Establishes supplier warranty (90 days), conformance and flow-down, buyer-property/custody protection, intellectual property ownership and confidentiality, subcontracting consent, right to audit, insurance, and tiered dispute resolution (small claims below the jurisdictional limit, AAA arbitration above).

These Standard Terms and Conditions of Purchase (“Terms”) apply to all purchase orders, releases, and other agreements for the purchase of goods and/or services by WENO MFG LLC (“Buyer” or “WENO”) from the selling party (“Seller” or “Supplier”). By accepting a purchase order, commencing performance, or delivering goods or services, Seller agrees to be bound by these Terms. These Terms, together with any purchase order issued by Buyer, constitute the entire agreement between the parties.

1. Definitions

“Goods” means all materials, parts, components, tooling, raw materials, and other items purchased by Buyer.

“Services” means all manufacturing, machining, heat treating, plating, anodizing, nitriding, coating, processing, or other services performed by Seller for Buyer.

“Work” means Goods and/or Services.

“Specifications” means drawings, models, engineering data, tolerances, material requirements, and any other technical information provided or approved by Buyer.

2. Acceptance of Purchase Orders

2.1 Seller’s acceptance of a purchase order, commencement of work, or delivery of Goods or Services constitutes acceptance of these Terms.

2.2 Any terms or conditions in Seller’s quotation, acknowledgment, invoice, or other document that are different from or inconsistent with these Terms are rejected and shall not become part of the agreement unless expressly agreed to in a writing signed by an authorized representative of Buyer.

3. Quality and Specifications

3.1 All Work shall conform strictly to the Specifications, drawings, and other requirements provided or approved by Buyer.

3.2 Seller shall maintain a quality system appropriate for the Work being performed and shall ensure that all personnel performing the Work are properly trained and qualified.

3.3 Compliance and Flow-Down. Seller shall comply with all applicable requirements that Buyer passes through from its own customers, and shall provide any certifications, material certifications, country-of-origin documentation, or other records that Buyer reasonably requires in connection with the Work.

4. Delivery

4.1 Delivery dates stated on the purchase order are firm. Seller shall notify Buyer immediately if it anticipates any delay.

4.2 Time is of the essence. Late delivery may result in cancellation of the order and/or recovery of damages by Buyer.

5. Inspection and Acceptance

5.1 Buyer shall have the right to inspect all Work upon delivery or completion. Buyer may reject any Work that does not conform to the Specifications or these Terms.

5.2 Buyer shall notify Seller of rejection within a reasonable time after discovery of the nonconformance. Rejected Work shall be replaced or corrected at Seller’s sole expense, including all costs of removal, reinstallation, and transportation.

5.3 Payment for Work shall not constitute acceptance.

6. Warranty

6.1 Seller warrants that all Work shall:

Conform to all applicable Specifications and be free from defects in material and workmanship;
Be of merchantable quality and fit for the intended purpose; and
Not infringe any third-party intellectual property rights.

6.2 The warranty period shall be ninety (90) days from the date of delivery of the Goods or completion of the Services.

6.3 Seller shall, at Buyer’s option, promptly repair, replace, or refund the purchase price of any non-conforming Work at Seller’s sole cost and expense. Any Work repaired or replaced under this warranty shall be warranted for a new ninety (90) day period from the date of such repair or replacement.

7. Buyer Property and Materials

7.1 Where Seller performs Services on parts, materials, or other property owned by Buyer, including heat treating, plating, anodizing, nitriding, coating, or machining of Buyer-supplied parts, such property shall remain the property of Buyer at all times while in Seller’s possession or control.

7.2 Seller shall be responsible for Buyer’s property in its possession, shall keep it insured, and shall be liable for any loss of or damage to such property. Seller’s liability for damaged or lost property shall include the full value of the property, including Buyer’s material cost and the value of any prior machining, processing, or labor already invested in the property, and shall not be limited to the value of Seller’s Services.

8. Intellectual Property and Confidentiality

8.1 Ownership of Intellectual Property. All drawings, models, Specifications, designs, processes, and other information provided by Buyer to Seller shall remain the exclusive property of Buyer. Seller is granted a limited, non-exclusive, non-transferable license to use such information solely for the purpose of performing the specific purchase order. Seller shall not use such information for any other purpose, shall not manufacture the Goods for any party other than Buyer, and shall not reverse engineer, copy, or retain the information after the order. Upon completion or termination of the order, Seller shall return or destroy all such information at Buyer’s request.

8.2 Confidentiality. Seller shall maintain the confidentiality of all non-public information received from Buyer, including technical data, drawings, processes, customer information, and any information subject to confidentiality obligations Buyer has with its own customers. Seller shall not disclose such information to any third party without Buyer’s prior written consent and shall use it only as necessary to perform the Work.

8.3 Seller shall flow down equivalent intellectual property and confidentiality obligations to any subcontractors it uses, and remains responsible for their compliance.

9. Subcontracting

Seller shall not subcontract any portion of the Work without Buyer’s prior written consent. If Buyer consents to subcontracting, Seller shall remain fully responsible for the performance of the subcontractor and shall ensure the subcontractor complies with all applicable provisions of these Terms.

10. Right to Audit

Buyer shall have the right, upon reasonable notice, to audit Seller’s facilities, quality systems, and records related to the Work to verify compliance with these Terms and the applicable purchase order.

11. Indemnification

Seller shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses, including reasonable attorney fees, arising out of or related to:

Any defect in the Work;
Any claim that the Work infringes the intellectual property rights of a third party;
Seller’s breach of these Terms; or
Seller’s negligence or willful misconduct.

12. Insurance

12.1 Seller shall maintain insurance adequate to cover its obligations under these Terms, including general liability coverage with limits of not less than One Million Dollars ($1,000,000) per occurrence, written by a reputable insurer.

12.2 When Seller performs Services on Buyer-supplied property or manufactures or processes Work for Buyer, Seller shall, upon request, name WENO MFG LLC as an additional insured and provide a certificate of insurance, including coverage for Buyer’s property in Seller’s custody.

12.3 For purchases of standard goods only, such as raw materials, tooling, or consumables with no Services performed on Buyer property, insurance requirements may be waived or reduced at Buyer’s discretion.

13. Payment Terms

13.1 Unless otherwise agreed in writing, payment terms shall be Net 30 days from the date of Buyer’s receipt of a correct invoice.

13.2 Buyer may require different payment terms, including prepayment or progress payments, on specific orders. Any such terms must be stated on the purchase order or agreed to in writing.

13.3 If Buyer makes any payment prior to delivery or completion of the Work, Seller grants Buyer a security interest in the Work until it is delivered and accepted.

14. Title and Risk of Loss

Title to and risk of loss for Goods purchased by Buyer shall pass to Buyer upon delivery and acceptance. For Services performed on Buyer-supplied property, title to such property remains with Buyer at all times, and risk of loss while the property is in Seller’s possession or control rests with Seller as provided in Section 7.

15. Limitation of Liability

15.1 In no event shall Buyer’s total liability to Seller exceed the total amount paid by Buyer to Seller under the applicable purchase order.

15.2 Buyer shall not be liable for any indirect, incidental, consequential, or punitive damages.

16. Termination

Buyer may terminate any purchase order for convenience upon written notice to Seller. In such event, Buyer shall pay Seller for Work satisfactorily performed and accepted prior to termination, plus reasonable, documented, and unavoidable costs incurred by Seller as a direct result of the termination.

17. Governing Law and Dispute Resolution

17.1 These Terms and any purchase order shall be governed by the laws of the State of California, without regard to its conflict of laws principles.

17.2 Any dispute within the jurisdictional limit of the California small claims court may be brought in the small claims court located in San Bernardino County, California. Any dispute exceeding that limit that cannot be resolved by good-faith negotiation within thirty (30) days shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in San Bernardino County, California, under its applicable Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

18. Entire Agreement

These Terms, together with any purchase order issued by Buyer, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements relating to the subject matter. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

WENO MFG LLC

15375 Anacapa Rd, Suite A, Victorville, CA 92392