Wabash National Corporation
Supplier Information Packet
This packet includes the following documents:
1) Supplier Information Packet Cover Letter (this document)
2) New Supplier Information Form****
3) Certification of Business Size****
4) Indemnify & Hold Harmless Agreement****
5) Purchase Order Terms & Conditions****
(May be changed or modified by Wabash National at any time, with or without notice to Supplier).
6) W-9 Tax Form**** (also W-8BEN Tax Form if not a U.S. owned company)
7) Credit and ID Information
8) Logistics freight scheduling questionnaire ****
9) NDA - Mutual Confidentiality & Non-Disclosure Agreement ****
10) Supplier Quality Manual Acknowledgement****
11) Conflict Minerals Instructions
Additional documentation which may be required: (to be provided upon request)
1) Quality - Company Profile Assessment
2) Quality - A copy of current 3rd Party registration Certificate (ISO/TS, etc.)
3) Certificate of Insurance
Note:
**** Items must be filled out in entirety and returned to the requestor via email
Rev. 1-15-14
Page 1 of 1
CONFIDENTIAL
Dear Potential Supplier,
It is very important for the information requested to be returned as soon as possible. The stipulated agreements
must be on file for us to maintain a working relationship with your company.
Please do not alter the wording of the documents in any way. If you disagree with any statement or term stated
in these documents, you may address the issue with our Purchasing Department. Please be aware, however, that
Wabash National maintains uniform terms and conditions for all of its suppliers and generally does not
negotiate on a case-by-case basis with suppliers.
Wabash National retains the rights to Debit any costs incurred by our company related to non-compliance with
any of the enclosed terms and agreements.
Thank you for your cooperation in this matter, and please call us with any questions or concerns you may have
regarding this enclosed information and agreements.
Sincerely,
Steven Miller
Vice President, Global Strategic Sourcing
Enclosures
Rev. 1-15-14
Page 1 of 1
NEW SUPPLIER INFORMATION FORM
SUPPLIER INFORMATION:
Supplier Name ________________________________________________
Mailing Address
Remit to Address
_____________________________
Name
______________________________
Name
_____________________________
Address
______________________________
Address
_____________________________
City/State/Zip
______________________________
City/State/Zip
_____________________________
PO Contact Name
______________________________
PO Contact Phone #
_____________________________
PO Contact Fax #
______________________________
PO Contact Email Address
PO Communication Method
Fax
or
Email
(Circle one)
If supplier is incorporated; list Taxpayer ID# _____________________
Payment Terms: Net 60 Days (Payable on the 1st and 15th of each month)
Informational notes:
____________________________________________________________________
___________________________________________________________________
Supplier Approval Signature: _________________________ __ _ ___________
Signature
Date
Wabash National Approval Signature: ________________________ ___________
Signature
Date
Wabash National Use only (do not write below this line)
Supplier #__________________
Rev. 1-15-14
Customer Supplied Materials Supplier
Yes
Material Supplier
Direct
or
No
or
Indirect
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CONFIDENTIAL
Certification of Business Size
As a federal contractor, we are required to report statistics on our suppliers/subcontractors in order to comply with applicable
government procurement regulations. Your cooperation in providing this information is appreciated. If you require assistance in
determining the size and status of your company/organization, please contact the Small Business Administration at 800-U-ASKSBA or visit their website at sba.gov. Wabash National Corporation (WNC) will be relying on your representation that the
information furnished by your company is current, accurate and complete. Accordingly, you agree that in the event any of this
information changes WNC will be promptly notified.
Supplier Name____________________________
The supplier, by checking the appropriate box(es), represents that –
A. North American Industrial Classification System (NAICS) Code (FAR 19.102)
Enter the 6 digit NAICS Code that most closely represents the product, commodity or service that your firm is likely to
sell to WNC covered by these representations.
NAICS Code:
The NAIC Code listings can be found at:
http://www.naics.com
B. Business Type
It operates as:
a United States (US) Entity
a Foreign Entity
It operates as:
a corporation
an individual
a nonprofit organization
a partnership
a joint venture.
C. Business Size

Size of business categorized as:
Large Business
Small Business
A Small Business Concern is: a concern, including its affiliates, that is independently owned and operated not dominate in the field of
operation in which it is bidding on government contracts, and qualified as a small business under the criteria and size standards in 13
CFR Part 121 (see FAR 19.102).
Rev. 1-15-14
Page 1 of 3
Check the category (only one) that applies:
LA
Large, African-American Male
SA
Small, African-American Male
LB
Large, African-American Female
SAV
Small, African-American Male Veteran
LC
Large, Native American Male
SAD
Small, African-American Male Disabled Veteran
LD
Large, Native American Female
SB
Small, African-American Female
LE
Large, Hispanic Male
SBV
Small, African-American Female Veteran
LF
Large, Hispanic Female
SBD
Small, African-American Female Disabled Veteran
LG
Large, Asian Pacific Male
SC
Small, Native American Male
LH
Large, Asian Pacific Female
SCV
Small, Native American Male Veteran
LI
Large, Asian Indian Male
SCD
Small, Native American Male Disabled Veteran
LJ
Large, Asian Indian Female
SD
Small, Native American Female
LN
Large, non Disadvantaged Male
SDV
Small, Native American Female Veteran
LW
Large, non Disadvantaged Female
SDD
Small, Native American Female Disabled Veteran
LAN
Large Alaska Native Corp & Indian Tribes
SE
Small, Hispanic Male
SN
Small, non Disadvantaged Male
SEV
Small, Hispanic Male Veteran
SNV
Small, non Disadvantaged Male, Veteran Owned
SED
Small, Hispanic Male Disabled Veteran
SND
Small, Service Disabled Veteran Owned
SF
Small, Hispanic Female
SW
Small, non Disadvantaged Female
SFV
Small, Hispanic Female Veteran
SWV
Small, non Disadvantaged Female Veteran
SFD
Small, Hispanic Female Disabled Veteran
SWD
Small, non Disadvantaged Female Disabled Veteran
SG
Small, Asian Pacific Male
SAN
Small Alaska Native Corp & Indian Tribes
SGV
Small, Asian Pacific Male Veteran
SP
Indian-Owned Econ Enterprise
SGD
Small, Asian Pacific Male Disabled Veteran
ST
Natl Indust Blind / Sev Handic
SH
Small, Asian Pacific Female
SM
Hub Zone Enterprise
SHV
Small, Asian Pacific Female Veteran
SO
HBCU
SHD
Small, Asian Pacific Female Disabled Veteran
SI
Small, Asian Indian Male
SIV
Small, Asian Indian Male Veteran
SID
Small, Asian Indian Male Disabled Veteran
SJ
Small, Asian Indian Female
SJV
Small, Asian Indian Female Veteran
SJD
Small, Asian Indian Female Disabled Veteran
 Service-Disabled Veteran-Owned Small Business Concern:
Rev. 1-15-14
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CONFIDENTIAL

Veteran-Owned Small Business Concern:
A Veteran-Owned Small Business Concern - (1) not less than 51% of which is owned by one or more veterans (as identified at 38
U.S.C. 101 (2) or, in the case of any publicly owned business, not less than 51% of the stock of which is owned by one or more
veterans and (2) the management and daily business operations of which are controlled by one or more veterans. (FAC 97-20)

A Service-Disabled Veteran-Owned Small Business Concern:
(1) means a small business concern (i) not less than 51% of which is owned by one or more service-disabled veterans or, in the case of
any publicly owned business, not less than 51% of the stock of which is owned by one or more service-disabled veterans or, in the
case of a veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) Service-disabled
veterans means a veteran as defined in 38 U.S.C. 101 (2) with a disability that is service connected, as defined in 38 U.S.C. 101 (16).
(FAC 97-20)

HUBZone Small Business Concern:
A HUBZone Small Business Concern is a small business concern that appears on the List of Qualified HUBZone Small Business
Concern maintained by the SBA.

Woman-Owned Small Business Concern:
A Woman-Owned Small Business Concern means a small business concern which is at least 51% owned by one or more women; or,
in the case of any publicly owned business, at least 51 % of the stock of which is owned by one or more women; and whose
management and daily business operations are controlled by one or more women.

Minority Business Concern (Non SBA Certified):
A Minority Business Concern is a “non SBA certified” small disadvantaged business that is a small business that is at least 51 percent
unconditionally owned by one or more individuals who are both socially and economically disadvantaged, or a publicly owned
business having at least 51 % of its stock unconditionally owned by one or more socially and economically disadvantaged individuals,
and has its management and daily business controlled by one or more such individuals.

Small Disadvantaged Business Concern (SBA Certified):
IS
IS NOT
A Small Disadvantaged Business Concern is a small business under the size standard applicable to the acquisition and (i) has received
certification as a small disadvantaged business concern consistent with 13CFR part 124 subpart B or (ii) submitted a completed
application to the SBA or a private certifier to be certified as a SDB and a decision is pending.
SBA (SDB) Certification

Cert. Date:
National Minority Supplier Development Council (NMSDC Certified)
IS
IS NOT
Misrepresentation of business size classification can result in the assessment of significant criminal and civil penalties and fines.
Reference 15 U. S. C. 645d
Signature: _________________________________
Date: _______________________
Rev. 1-15-14
Page 3 of 3
Defend, Indemnify & Hold Harmless Agreement
In consideration of the purchase by Wabash National and/or its affiliated entities (called the “Buyer”) of products,
parts and supplies from the undersigned corporation (called the “Supplier”), which items are used in the manufacture and
repair of trailers or other equipment, Supplier agrees as follows: Supplier shall fully and completely indemnify, assume
the defense of, and hold harmless Buyer, including its officers, agents, employees and representatives from any and all
costs, expenses (including legal fees), claims, actions, proceedings, investigations, suits, damages and liabilities to third
parties based upon injury or death to persons or damaged property, when (a) the parties are found to be jointly and
severally liable without proration of fault or liability, or (b) the proximate cause of such occurrence was the defective
design, manufacture, material and/or workmanship in, or the failure to provide appropriate ANSI compliant warning
labels to be used in connection with any such product, any product, part or supplies purchased by Buyer from Supplier
and installed on or as a part of any product produced and/or sold by Buyer. Supplier shall also fully and completely
indemnify, assume the defense of, and hold harmless Buyer, including its officers, agents, employees and representatives
from any and all costs, expenses (including legal fees), claims, actions, proceedings, investigations, suits, damages and
liabilities to third parties arising out of or resulting from (a) any misrepresentation, breach of warranty or non-fulfillment
of or failure to perform any agreement or covenant made by Supplier in this Agreement or in any purchase order issued by
Buyer to Supplier; (b) the use by Buyer and/or any of Buyer’s customers of any product delivered by Supplier that does
not comply with the specifications therefor (for any reason, including as a result of any damage to any products incurred
during improper storage or packaging by Supplier); or, (c) any other negligent act or omission of Supplier.
Supplier shall not be obligated to indemnify, defend and/or hold harmless Buyer for losses in those instances
where the proximate cause of such occurrence is Buyer’s negligence in the design of a product produced by Buyer, or in
the handling, installation, repair, alteration or modification of products, parts and/or components sold by Supplier to
Buyer. Supplier shall also not be obligated to indemnify, defend and/or hold harmless Buyer for losses in those instances
where a third party claim against Buyer arises out of or results from (a) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any agreement or covenant made by Buyer in this Agreement or in any purchase order
issued by Buyer to Supplier, (b) product liability claims other than those against which Supplier has indemnified Buyer
pursuant to the terms set forth in the previous paragraph of this Agreement; or, (c) any other negligent act or omission of
Buyer.
In the event of any losses, liabilities, demands, expenses, damages, judgments or costs where the proximate cause
or liability has been prorated between both Supplier and Buyer, the liability therefore shall be prorated between the parties
hereto in accordance with their percentage of negligence, fault or other breach of duty in causing such losses, liabilities,
demands, expenses, damages, judgments or costs. Notwithstanding the immediately prior proration of liability provision,
in the event of joint liability, Supplier shall be solely liable hereunder for losses in those instances where the proximate
cause of such loss is Buyer’s failure to discover latent defects in products purchased from Supplier.
This Agreement is subject to the following conditions:
(a)
Buyer agrees to comply with all instructions furnished by Supplier relating to the installation and use of all
products, parts and supplies purchased from it and agrees that it will not misuse, modify, rebuild or alter such
products, parts and supplies.
(b) Buyer agrees to: 1) notify Supplier within a reasonable time after it determines that there has been an accident
involving any product, part or supply purchased from Supplier; 2) fully cooperate with Supplier in the
investigation and determination of the cause of any such accident; and 3) furnish Supplier with copies of all
statements, reports, tests and other relevant information relating to such accident or the installation of such
product, part or supplies on or as part of a trailer or other equipment. The furnishing of such information and
investigation by Supplier shall in no manner constitute or be construed as an assumption of liability by Supplier.
(c) The Company agrees that Supplier may defend on behalf of Buyer, any claim or suit for which Buyer seeks
indemnification under this agreement, and that Buyer will not pay or settle any such claim or suit without the
prior written approval of Supplier.
Rev. 1-15-14
Page 1 of 2
CONFIDENTIAL
This Agreement to indemnify and hold harmless shall include the obligation of Supplier to indemnify Buyer for
all costs and expenses, including legal expenses expended for the purpose of enforcing the obligations undertaken herein
by Supplier. The term of this Agreement shall be ten (10) years from the date hereof unless sooner specifically canceled in
writing by both parties. Any product, part or supply purchased by Buyer from Supplier during the term of this
Agreement shall be covered by the terms and conditions of this Agreement. The parties further agree to discuss a
renewal of this same Agreement upon its expiration, with such renewal occurring only upon written consent of both
parties.
This terms of this Agreement shall be construed, enforced and governed by the laws of the state of Indiana,
without regard to Indiana’s conflicts of law provisions. The Parties agree that each is subject to the personal jurisdiction
in the State of Indiana, and any disputes between the Parties that are not resolved directly by and between the Parties
themselves to their mutual satisfaction and in a timely manner shall be subject to legal action in the courts of Tippecanoe
County, Indiana and/or the United States District Court for the Northern District of Indiana, which will have exclusive
jurisdiction over the Parties with respect to any dispute or controversy among them arising under or in connection with
this Agreement. The Parties hereby agree to waive trial by jury, and each Party affirms that it has had the chance and
opportunity to review this Agreement with legal counsel prior to agreeing to the terms of this Agreement. As such, any
ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party, and there
shall be no presumption that this Agreement or any provision or part hereof be construed against the Party that drafted any
such provision of this Agreement.
SUPPLIER: ______________________________
WABASH NATIONAL L.P.
By:
By:
_________________________________
_________________________________
Printed: _________________________________
Printed: _________________________________
Title:
_________________________________
Title:
_________________________________
Date: __________________________________
Date:
__________________________________
Rev. 1-15-14
Page 2 of 2
PURCHASE ORDER TERMS AND CONDITIONS
WABASH NATIONAL, L.P. and all affiliated companies and divisions
CONTRACT: This current Purchase Order supersedes and cancels all prior agreements or communications between the
Parties, except as: (1) specifically provided herein, (2) shown on the face of this Purchase Order, and/or (3) as specifically
provided in a Master Supply Agreement between the Parties, pursuant to which this Purchase Order may have been
issued. Unless otherwise specified, this Purchase Order may be placed by Buyer on behalf of Wabash National, L.P. or
any of its affiliates, to include, without limitation: Wabash National Corporation, Wabash National Trailer Centers, Inc.,
Transcraft Corporation, and/or Walker Group Holdings, LLC (and its member companies). No conditions of acceptance
by Seller or modifications to the terms of this Purchase Order – whether made verbally or in writing – shall be binding
upon Buyer unless an authorized representative of Buyer agrees to the same in a signed, written document.
WARRANTY: Buyer’s Purchase Order is specifically conditioned upon the existence of Seller’s implied warranty of
merchantability, express warranties of description and any implied warranties of fitness for a particular purpose arising in
the transaction. Seller warrants that the goods covered by this Purchase Order are free from defects in material and
workmanship, as well as design (if designed by Seller), and are fit and sufficient for the purpose intended by Buyer and its
customers, to include inclusion in governmentally regulated truck trailers, tank trailers and other products manufactured
by Buyer. Such warranties in favor of Buyer and its customers, together with full remedies available under the Uniform
Commercial Code, are a condition of this Purchase Order. All descriptions, if not otherwise provided, shall refer to
industry standards or past practice and dealing between the Parties, if more restrictive. Seller agrees to provide the
purchased goods in compliance with all relevant governmental standards for incorporation into highway semi-trailers
and/or tank trailer products (and/or other products, as specified to Seller in writing by Buyer) and to hold harmless and
indemnify Buyer for all losses, including damage to property or injury to persons, caused by any breach of the terms of
this Purchase Order that are incurred by Buyer’s customers or any third party associated with Buyer’s customers.
SPECIFICATION OF GOODS: Where Buyer specifies an association number as a part of the description of goods, all
specifications associated with such goods – such as tolerance, strength of material, mechanical and physical, quality
control and measurements – are to be deemed incorporated in this Purchase Order.
SHIPMENT OF GOODS: Seller agrees to ship merchandise using Buyer’s specified carriers. Buyer’s Purchase Order
and part numbers must appear on all invoices, correspondence, packing slips and labels.
ORDER AND PAYMENT TERMS: Seller shall acknowledge receipt and acceptance of Buyer’s Purchase Order, and
in doing so shall confirm terms as to quantity, description of goods, quoted prices and firm shipping and/or delivery dates.
If confirmed prices are higher than shown hereon or than as last quoted to Buyer, notify Buyer at once before processing
the Purchase Order. Any price increase above pricing previously agreed to by the Parties requires ninety (90) days notice
and written acceptance by Buyer to become effective. Changes in payment terms from those previously agreed to by the
Parties shall also be subject to written acceptance by Buyer to become effective. Payment shall be made by Buyer per
effective payment terms listedon the Purchase Order; in no event, however, shall Buyer be required to remit payment to
Seller prior to receipt of goods or invoice from Seller and/or if Seller has provided payment terms that have not been
accepted by Buyer. Discount terms may be accepted. C.O.D. terms will not be accepted unless noted on the body of the
Purchase Order and accepted by Buyer.
INSPECTION AND REJECTION: In case of any defect or noncompliance with any provision of this Purchase Order,
Buyer shall have the right to reject, at any time, any goods covered by this Purchase Order. Payment for any goods shall
not be deemed an acceptance thereof. The receipt, transfer or unloading of shipments of goods by the Wabash National
receiving department, or by a third party logistics carrier contracted by Wabash National, acknowledges quantity only,
Rev. 1-15-14
Page 1 of 3
CONFIDENTIAL
and specifically does not constitute an acceptance or acknowledgment with regard to compliance of materials. Seller shall
bear all risks as to rejected goods, except for loss, destruction or damage to the goods caused by Buyer’s gross negligence.
Rejected goods shall be returned at Seller’s expense. Alternatively, solely at the option of Buyer, Buyer may request
Seller to promptly replace the rejected and/or defective goods with new goods, at the sole expense of Seller, and/or Buyer
may replace such goods with new goods, the cost of which shall be bourn exclusively by Seller. Buyer may charge Seller
for all costs and damages that relate to shipping, handling, inspecting, and replacing rejected and/or defective goods,
including costs related to delays in production.
NDEMNIFICATION AND HOLD HARMLESS: Seller agrees to indemnify, assume the defense of, and hold harmless
Buyer as set forth in the Defend, Indemnify & Hold Harmless Agreement provided by Buyer to Seller, the terms of which
are specifically and fully incorporated by reference into these Purchase Order Terms.
TIME OF ESSENCE: Buyer uses the “just in time” inventory system. As such, all terms relating to the time and
manner of shipment and delivery are of the essence and must be strictly complied with by Seller. Costs associated with
delivery delays or delivery of non-conforming goods, which impact Buyer’s production, shall be charged back to Seller,
in accordance with the terms set forth in Buyer’s Supplier Quality Manual provided by Buyer to Seller, the terms of which
are specifically and fully incorporated by reference into these Purchase Order Terms
EQUAL OPPORTUNITY AND EXPORT CONTROL: Seller warrants and certifies that, unless exempt, it will
comply with all laws, rules, regulations and orders of the United States, and/or of any state or political subdivision thereof,
and in particular those pertaining to equal opportunity in employment, Executive Order Nos. 11246, 11701 and 11758,
and any amendments thereof. Furthermore, to the extent applicable to Seller, Seller certifies that it is the policy of Seller
to comply fully with all applicable export control laws and regulations of the United States, including, but not limited to,
the Arms Export Control Act, 22 U.S.C. §§ 2778-2994; the International Traffic in Arms Regulations, 22 C.F.R. parts
120-130; the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-1706; the Export Administration
Regulations, 15 C.F.R. parts 730-774; and Office of Foreign Assets Control regulations. Upon request from Buyer, Seller
shall supply Buyer with ECCN numbers, Certificate of Origin certifications, and other information regarding Seller’s
goods that may be necessary for the export of Buyer’s finished products outside of the United States.
OSHA: Seller agrees to comply with the provisions of the Occupational Safety and Health Act of 1970, and any
amendments thereto, and the standards and regulations issued thereunder of any other federal, state or local law or
regulation of the same or similar nature, and certifies that all items furnished under this order will conform to and comply
with such laws, standards and regulations. Seller agrees to hold harmless and indemnify Buyer for all damages and
expenses incurred as a result of any breach of the foregoing.
PATENT INDEMNITY: As to any item, the design of which is not furnished by Buyer, Seller shall defend any action
against the Buyer or its customers for patent infringement, and Seller shall hold harmless and indemnify such persons
from all damages (direct as well as incidental and consequential) and expenses, including attorney’s fees.
BUYER’S PROPERTY: All designs, tools and materials furnished by Buyer, together with any replacements or
additions, shall remain the property of Buyer and shall not be used for any purpose other than this or other orders placed
by Buyer with Seller, nor disclosed to any other person without Buyer’s permission; and, in addition, shall be returned to
Buyer on demand.
NON-WAIVER: Buyer’s failure at any time to require strict performance by Seller of any provision of this Purchase
Order shall not waive Seller’s obligation to comply with other provisions hereof; nor shall it waive Buyer’s right
thereafter to demand strict compliance with such provisions.
TERMINATION: In the event of Seller’s failure to comply with any term of this Purchase Order, including a schedule
for shipment and delivery, Buyer may terminate this Purchase Order upon written notice to Seller. Buyer may then
substitute for such goods covered by the Purchase Order, and may charge all costs (including incidental and
consequential damages) for substituting such goods.
Rev. 1-15-14
Page 2 of 3
GOVERNING LAW: This Purchase Order, and any ensuing contract or transaction, shall be governed by, construed and
enforced in accordance with the laws of the State of Indiana, without regard to its choice of law principals. The courts
of Tippecanoe County, Indiana and/or the United States District Court for the Northern District of Indiana shall have
exclusive jurisdiction over the Parties with respect to any dispute or controversy among them arising under or in
connection with this transaction and/or Purchase Order. The Parties hereby agree to submit to the exclusive jurisdiction of
the state and/or Federal courts in Indiana and to waive trial by jury.
Buyer reserves the right to cancel this Purchase Order in full or in part, due to defects in materials, workmanship,
or quality, if not shipped as specified herein, or if goods are not in accordance with drawings, prints, approved
samples or specifications provided by Buyer.
Seller’s Acknowledgement of Buyer’s Purchase Order implies acceptance of these Purchase Order terms.
SELLER NAME: __________________________________________
SIGNATURE: ____________________________________________
DATE: __________________________________________________
Rev. 1-15-14
Page 3 of 3
CONFIDENTIAL
Rev. 1-15-14
Page 1 of 1
WABASH NATIONAL CORPORATION
CREDIT INFORMATION
FIRM NAME:
Wabash National Corporation
P.O. Box 6129
Lafayette, Indiana 47903-6129
STREET ADDRESS:
1000 Sagamore Parkway South
Lafayette, Indiana 47905
PHONE:
765-771-5300
TYPE OF BUSINESS:
Diversified industrial manufacturer
OWNERSHIP:
Public
FEDERAL ID#:
52-1375208
CEO & PRESIDENT:
Richard J. Giromini
YEAR BUSINESS ESTABLISHED:
1985
YEAR INCORPORATED:
1985
NUMBER OF EMPLOYEES:
5,500
SIC CLASSIFICATION:
3715
UCC CODE:
2273455
FINANCIAL INFORMATION:
Can be obtained through our website at:
www.wabashnational.com
BANK REFERENCE:
Wells Fargo Bank
300 North Meridian Street, Suite 1600
Indianapolis, IN 46204
Mr. Jim Stehlik, Vice President
Phone (317) 977-1115
Rev. 1-15-14
Page 1 of 2
CONFIDENTIAL
Federal ID Numbers
Products/Services Purchased for delivery to:
Legal Entity Named on PO
Tax EIN#
Ashland, KY
Brenner Tank Services, LLC
39-2036936
Baton Rouge, LA
Cadiz, KY
Cadiz, KY
Chicago, IL
Claymont, DE
Columbus, OH
Dallas, TX
Dallas, TX
Brenner Tank Services, LLC
Transcraft Corporation
Wabash National Trailer Centers, Inc.
Brenner Tank Services, LLC
Walker Stainless Equipment Company, LLC
Wabash National Trailer Centers, Inc.
Wabash National Trailer Centers, Inc.
Walker Stainless Equipment Company, LLC
39-2036936
13-4067585
35-2012484
39-2036936
41-2216106
35-2012484
35-2012484
41-2216106
Denver, CO
Dunmore, PA
Elroy, WI
Findlay, OH
Findlay, Ohio
Fond du Lac, WI
Fond du Lac, WI
Wabash National Trailer Centers, Inc.
Wabash National Trailer Centers, Inc.
Walker Stainless Equipment Company, LLC
Wabash National Trailer Centers, Inc.
Garsite/Progress, LLC
Brenner Tank, LLC
Brenner Tank Services, LLC
35-2012484
35-2012484
41-2216106
35-2012484
75-3231169
39-2034630
39-2036936
Fond du Lac, WI
Fontana, CA
Harrison, AR
Houston, TX
Huddersfield, United Kingdom
Garsite/Progress, LLC
Wabash National Trailer Centers, Inc.
Wabash Wood Products, Inc.
Brenner Tank Services, LLC
Extract Technology Limited
75-3231169
35-2012484
71-0812121
39-2036936
5849921
Kansas City, KS
Kansas City, MO
Lafayette, IN
Lafayette, IN
Lafayette, IN
Garsite/Progress, LLC
Garsite/Progress, LLC
Wabash National, LP
Wabash National Trailer Centers, Inc.
Wabash National, LP
75-3231169
75-3231169
35-2080779
35-2012484
35-2080779
Mauston, WI
Miami, FL
Naperville, IL
New Lisbon, WI
Phoenix, AZ
Portland, OR
Portland, OR
Brenner Tank Services, LLC
Wabash National Trailer Centers, Inc.
Walker Stainless Equipment Company, LLC
Walker Stainless Equipment Company, LLC
Wabash National Trailer Centers, Inc.
Wabash National, LP
Wabash National Trailer Centers, Inc.
39-2036936
35-2012484
41-2216106
41-2216106
35-2012484
35-2080779
35-2012484
San Antonio, TX
San Jose Iturbide, Mexico
San Jose Iturbide, Mexico
Smithton, PA
Tavares, FL
Waxahachie, TX
West Memphis, AR
West Sacramento, CA
Wabash National Trailer Centers, Inc.
Bulk Solutions, LLC
Bulk Tank International, S de RL de CV
Wabash National Trailer Centers, Inc.
Walker Stainless Equipment Company, LLC
Wabash National Trailer Centers, Inc.
Brenner Tank Services, LLC
Wabash National Trailer Centers, Inc.
35-2012484
80-0256391
Woodbridge, NJ
Wabash National Trailer Centers, Inc.
35-2012484
35-2012484
41-2216106
35-2012484
39-2036936
35-2012484
Sales Tax ID Numbers
If the product(s) Wabash National will be purchasing from you are used directly in our manufacturing process, they will
likely be exempt from sales tax. To provide your company with the proper exemption certificate, please contact our
Senior Tax Manager, Eric Demerly at 765-771-5446 or [email protected].
Rev. 1-15-14
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FREIGHT SCHEDULING QUESTIONNAIRE
SUPPLIER NAME: ________________________
Dear Supplier:
For our records, Wabash National’s inbound logistics department requires that all Suppliers complete and return this
Questionnaire. Unless otherwise agreed Wabash National is responsible for scheduling transportation and pickup of goods provided
by Supplier. The following questionnaire provides Wabash National with vital information for the shipment of your goods.
If more than one location, please list all imperative information on a separate sheet of paper. Thank you for your
cooperation.
1.
Number of locations shipped from: 1
2
3
4
5
More than_____ (Circle one)
2. Addresses of all locations shipped from: (if more than one location, please use another sheet!)
a. Main contact person(s): _______________________ Phone number: ________________ Fax number: ________________
b. Alternate contact person(s): ___________________
Phone number: ________________ Fax number: ________________
c. Evening and weekend contacts: _________________ Phone number: ________________ Fax number: ________________
d. E-mail addresses (if any):
______________________________________________________________________________
4.
Method of transportation: LTL, TL, or FLATBED? (Circle one)
5.
Are parts shipped “Prepaid” or “Collect”? (Circle one)
6. Product or part #’s produced at each location for Wabash National:
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
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CONFIDENTIAL
7.
How is your product packaged? Need all packaging specs that will pertain to Wabash National.
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
8. Packaging Specs:
a. Boxes: What is the dimension and weight? ______________________________________________________________
Palletized? __________ If so, dimension and weight of full pallet ____________________________________
Pieces/pallet? ______________________
b. Bundles: Dimension and weight: _____________________________________________________________________
c. If shipped full truckload what quantity does this consist of (i.e.: number of pallets, number of bundles):
________________________________________________________________________________________________
________________________________________________________________________________________________
d.
If there is a returnable issue, what is the process? ________________________________________________________
________________________________________________________________________________________________
8.
What are your shipping hours? ______________________________________________________________________________
9. Transportation routing instructions will be issued, please provide person and fax number who should receive.
________________________________________________________________________________________________________
Rev. 1-15-14
Page 2 of 2
MUTUAL CONFIDENTIALITY
AND NON-DISCLOSURE AGREEMENT
This Mutual Confidentiality and Non-Disclosure Agreement ("Agreement") is entered into and has an effective date of
_____________ ____, 20____, between
[Company Name]:_________________________________________________________
[Address]:_____ _______________________________________________________, together with its subsidiaries and
affiliates (collectively “________”), and Wabash National, L.P., 1000 Sagamore Parkway South, Lafayette, Indiana
47905, together with its parents, subsidiaries and affiliates including _____________________ (collectively “Wabash
National”) (with each being a “Party” and both being the “Parties”).
WHEREAS, ___________ and Wabash National desire to receive from each other certain confidential
information and examine certain business information of the other with a view toward a possible business relationship, to
include,
without
limitation,
[INSERT
DESCRIPTION
OF
PROPOSED
RELATIONSHIP]
_____________________________________________________________________ (collectively the "Transaction");
and
WHEREAS, as a condition to furnishing certain Confidential Information (as defined in this Agreement),
_________ and Wabash National require that each commit to keep all such information strictly confidential in accordance
with the terms set forth below;
NOW, THEREFORE, ____________ and Wabash National, the two Parties hereto, in consideration of the
promises of the other and the covenants and conditions herein and intending to be legally bound hereby agree as follows:
1.
Confidential Information
(a)
The term "Confidential Information" means: all financial, production, technical, sales, customer and
other information and data (regardless of form or format), including without limitation, all agreements, books, records,
charts, reports, schedules, plans, statistical information, patents, patent applications and patent disclosures contained
therein; all inventions (whether or not patentable and whether or not reduced to practice); all trade secrets, confidential
data, ideas, formulae, know-how, manufacturing and production processes and techniques, technical knowledge and
information, research information, specifications, designs, test results, analyses, improvements, proposals, technical and
computer data, documentation, and computer software and systems; marketing plans, business plans, cost structures,
volumes and strategic plans; product applications and other information (oral or written) that relate in whole or in part to
the Transaction; information regarding a Party’s employees, officers, directors and affiliates; and, all other data and
information regarding _________’s or Wabash National’s respective businesses, in whatever format.
(b)
Confidential Information does not include:
(i)
Information that was or becomes publicly available, other than through disclosure by ________
or Wabash National or by any person with respect to whom __________ or Wabash National has a duty to prevent
disclosure;
(ii)
Information that, at the time of disclosure, is already in the public domain or thereafter becomes
part of the public domain without any act or omission of the non-disclosing Party, or
(iii)
Information that, as proven by the non-disclosing Party, was already in the possession of the nondisclosing Party, or its affiliates, prior to its disclosures hereunder, or
Rev. 1-15-14
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CONFIDENTIAL
(iv)
Information that, as proven by the non-disclosing Party, was or has been acquired from a third
party who did not breach a fiduciary obligation to the disclosing Party.
(c)
All Confidential Information supplied under the terms of this Agreement shall be marked as
“CONFIDENTIAL” by the providing Party upon providing Confidential Information to the other Party. If Confidential
Information cannot be physically marked as “CONFIDENTIAL” upon production or discussion (such as electronically
provided Confidential Information or orally produced), any such Confidential Information shall be confirmed in writing,
such as, without limitation, through a letter or other writing, which accompanies or follows the production of such
Confidential Information, within a reasonable period of time, stating that the Confidential Information provided is
“CONFIDENTIAL.”
2.
The term "Authorized Person" means any agent, officer, employee, director, attorney or representative of each
Party who require Confidential Information to perform their work in connection with any Transaction, and/or a confirmed
member of any purchasing consortia in which either party is a member who requires Confidential Information to evaluate
consortia activities or opportunities.
3.
Except as otherwise provided for herein, each Party will receive all Confidential Information in strict confidence,
will take all steps necessary to maintain the confidentiality and secrecy of the Confidential Information and will disclose
said Confidential Information only to Authorized Persons for the sole purpose of evaluating the Transaction. Each Party
agrees to notify and secure the agreement of its employees and agents (including any independent contractors) to the
terms of this Agreement.
4.
If either Party or any other Authorized Person is requested or required (by interrogatories, subpoenas or other
request pursuant to any federal or state statute or regulation or otherwise) to disclose Confidential Information to any
tribunal, administrative agency or other governmental body, said Party will immediately provide the other with written
notice of such request or requirement so that the other may either seek a protective order or waive compliance by the other
Party with the provisions of this Agreement.
5.
The Parties hereby acknowledge that both are aware, and covenant and agree that they and their respective
employees, agents and representatives who are in possession of, or may come to possess, any material, non-public
information about _______ or Wabash National are prohibited under federal and state securities laws from purchasing or
selling securities of __________ or Wabash National, or from communicating such material, non-public information to
any other person under circumstances in which it is reasonably foreseeable that such person or people are likely to
purchase or sell such securities.
6.
Each Party will handle and will cause Authorized Persons to handle all Confidential Information made available
under this Agreement in a manner reasonably calculated to prevent unauthorized disclosure. Each Party agrees that the
Confidential Information provided hereunder, including any intellectual property, will be used by it for the sole purpose of
evaluating the Transaction and that no other use will be made of such Confidential Information.
7.
Each Party makes no warranty, express or implied, regarding the accuracy, completeness or usefulness of the
Confidential Information and will not be liable as a result of any direct, indirect or consequential damages resulting from
the use of the Confidential Information by the other, or any other person. Each Party fully understands that the
Confidential Information may relate to tentative projections and plans and is subject to change at any time, and agrees not
to rely on the Confidential Information for any purpose.
8.
Upon the request from the disclosing Party, the non-disclosing Party and/or any
Rev. 1-15-14
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Authorized Persons will promptly redeliver any and all documents and other information, however such documents or
information was provided, which contains Confidential Information obtained in connection with or developed or
generated as a result of the efforts of Wabash National and/or _______. Under no circumstances should copies of
Confidential Information be retained.
9.
Neither Party will announce or disclose its interest in or the fact of any discussions relating to the Transaction,
except with the prior written consent of the other (which may be withheld in the Party’s sole discretion). Neither Party
may use the other’s name, trademarks, service marks, logos, trade names or other similar identifying features in any
manner without the prior written approval, which approval may be given or refused at that Party’s sole discretion.
10.
This Agreement regarding the exchange of Confidential Information shall be effective for five (5) years from the
date affixed above. All obligations created by this Agreement shall survive change or termination of the Parties’ business
relationship for the term this Agreement remains in effect.
11.
The Parties acknowledge that unauthorized use or disclosure of the Confidential Information, or unauthorized
disclosure of the fact that Confidential Information has been furnished, or that discussions or negotiations are taking place
between the Parties will cause irreparable harm to the other’s business, and, in addition to all other remedies at law or in
equity, will be entitled to injunctive relief, without the requirement of posting bond or other security, without prejudice to
any other remedies which may be available.
Each Party will notify the other immediately upon discovery of any unauthorized use or disclosure of Confidential
Information, or any other breach of this Agreement, and will cooperate in every reasonable way to help regain possession
of the Confidential Information and prevent its further unauthorized use.
12.
Each Party acknowledges and agrees that all Confidential Information as defined herein, can be subject to U.S.
export control laws and regulations under 22 C.F.R. Section 120 et seq. of the International Traffic in Arms Regulations
(“ITAR”) and 15 C.F.R. Section 730 et seq. of the Export Administration Regulations (“EAR”), as well as export and
import control laws of other countries, and by entering into this Agreement, the Parties agree that they will not violate any
laws and/or regulations under ITAR and EAR and/or such laws or regulations of other countries, and that they will not
without limitation, disclose, transfer, or export Confidential Information identified as being subject to ITAR, EAR and/or
other import or export control laws to third parties, including foreign persons or entities whether or not related to or
affiliated with such party, and/or subcontract out any work and/or orders arising from this Agreement without first
receiving express written consent from the disclosing party and as required by contract or by law, each Party may need to
register with the Directorate of Defense Trade Controls. For Confidential Information to be subject to ITAR, EAR and/or
export or import laws of other countries under this Agreement, the disclosing Party must identify the Confidential
Information as being subject to ITAR, EAR and/or such other export or import laws in writing in a timely manner to the
other Party.
If either Party does not comply with its obligations under this paragraph or any terms specified in this Agreement such
non-complying Party will indemnify, hold harmless, and defend the other party as to any violations that the noncomplying party may cause under ITAR, EAR and/or such other export or import laws, including but not limited to the
payment of civil and criminal penalties, all costs and expenses and attorney’s fees.
13.
This Agreement constitutes the entire agreement of the Parties on the use of Confidential Information, and any
modification or waiver of these conditions must be agreed to in writing signed by an officer of each Party. This
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CONFIDENTIAL
Agreement will be governed by and construed and enforced in accordance with the laws of the State of Indiana. Any
disputes between the Parties that are not resolved directly by and between the Parties themselves to their mutual
satisfaction and in a timely manner shall be subject to legal action in the courts of Tippecanoe County, Indiana and/or the
United States District Court for the Northern District of Indiana, which will have exclusive jurisdiction over the parties
with respect to any dispute or controversy among them arising under or in connection with this Agreement. The parties
agree to waive trial by jury.
14.
No failure or delay by either Party in enforcing any right, power or privilege created hereunder will operate as an
implied waiver thereof. Nor will any partial enforcement of the provisions thereof preclude any other or future
enforcement thereof. Each signatory to this Agreement represents that it is the authorized representative of the Party and
that the Agreement is binding on behalf of itself, the Party and its officers, directors, employees, subsidiaries, affiliates,
agents, and business, technical, financial and legal advisors, and any and all other such entities that it may involve in
matters related to this Agreement. This Agreement may be executed in counterpart.
15.
Nothing contained in this Agreement shall be interpreted or construed as implying any understanding,
commitment or agreement by either Party to make any investment in, or enter into any other business arrangement or
engage in any business activity or enterprise with, the other Party.
16.
Nothing contained in this Agreement shall be interpreted or construed as implying any understanding,
commitment or agreement by either Party to acquire, assign or license any intellectual property rights to the other Party or
to any third party, except for such limited use of any Confidential Information as set forth in Paragraph 6 of this
Agreement.
17.
This Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and
assigns. However, this Agreement may not be assigned without the consent of the other. In the event of any assignment,
the assignor shall remain obligated to perform its obligations hereunder and will be jointly and severally liable for the
proper performance of the obligations of the assignee/transferee.
18.
Notwithstanding anything herein to the contrary, a Party to this agreement (and each employee, representative, or
other agent of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transaction and all materials of any kind (including opinions and other tax analyses) that are provided to
the Party relating to such tax treatment and tax structure.
IN WITNESS WHEREOF, the Parties hereto, intending to be bound hereby, have caused this Agreement to be duly
executed as of the day and year first above written.
____________________________
(Insert Company Name)
WABASH NATIONAL CORPORATION
(Signature)
(Signature)
_____________________________
(Print Name)
(Print Name)
____________________________
(Title)
(Title)
____________________________
(Date)
(Date)
Rev. 1-15-14
Page 4 of 4
SUPPLIER QUALITY MANUAL
Rev. 1-15-14
Page 1 of 1
CONFIDENTIAL
CONFLICT MINERALS COMPLIANCE
On August 22, 2012, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules to implement reporting and
disclosure requirements related to “conflict minerals,” as directed by the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010. The rules require manufacturers who file certain reports with the SEC to disclose whether the products they manufacture
or contract to manufacture contain “conflict minerals necessary to the functionality or production” of those products that directly or
indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country.
The term “conflict minerals” is defined as columbite-tantalite (coltan), cassiterite, gold, wolframite, tantalum, tin, tungsten,
and any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic
of the Congo or an adjoining country. The “conflict minerals” reporting rules require manufacturers and suppliers to:
 Determine which parts/assemblies incorporate one or more of the conflict minerals or their derivatives.
 Map the supply chains associated with those same parts/assemblies.
 Engage with their suppliers to identify the smelter used in the supply chain to process the raw materials (or validate the
origin of materials as recycled/scrap).
Further information on necessary requirements can be found using at www.conflict-minerals.com or at
www.eicc.info/Extractives.shtml.
To ensure compliance with these requirements, Wabash National must request information regarding the use of conflict minerals from
all its suppliers, who, in turn, must solicit that information from the next tier of suppliers, continuing on down the supply chain.
Therefore, Wabash National must impose new reporting requirements on its national and global supply chains.
As a result of these new Federal rules, Wabash National requires our supplier partners to immediately, undertake the
following actions, which are similar to those being required by other manufacturing companies in the United States.
1.
2.
3.
4.
5.
Register your company for the iPoint Conflict Minerals Platform (iPCMP) tool, utilized by Wabash National and many
other companies. This tool enhances information exchange up and down the supply chain and can be found at
www.conflict-minerals.com .
a. Training sessions are available with iPoint, to learn how to prepare and submit a report disclosing your use of
conflict minerals in the direct material that you provide to Wabash National.
If it is not possible for you to provide reports through the iPCMP tool, return a completed Electronic Industry Citizenship
Coalition and Global eSustainability Initiative (EICC-GeSI) Conflict Minerals Reporting Template to
[email protected]. This template can be found at www.conflictfreesmelter.org .
Complete the company-level report in the iPCMP tool, or the equivalent manual report on the EICC/GeSI
Conflict Minerals Reporting Template, by no later than September 15 2013. This requirement pertains to all
suppliers that provide production, service, and aftermarket parts to Wabash National between January 1, 2013 and
December 31, 2013.
Document all steps taken to collect and report conflict minerals information and preserve that documentation for a period
of not less than three years.
Wabash National will eventually be audited on its due diligence efforts to collect this information from our supply
chains. The framework for this audit is located in the OECD Due Diligence Guidance for Responsible Supply Chains of
Minerals from Conflict-Affected and High-Risk Areas, which can be found at:
www.oecd.org/investment/mne/oecdguidelinesformultinationalenterprises.htm
Collecting and Reporting information related to conflict mineral is expected to take months, therefore prompt action is
critical. Once you provide conflict minerals data, any next steps required to address concerns in the supply chains will be handles on a
case-by-case basis.
We appreciate your immediate attention to this matter. Any questions you may have specific to Wabash National can be sent to
[email protected]. Otherwise, please visit conflict-minerals.com/faq or www.eiccinfoExtractives.shtml for
answers regarding the conflict minerals reporting and disclosure requirements.
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