K&N Engineering, Inc.

Unilateral Price (UP) Policy

Effective March 1, 2023

In order to successfully compete in the marketplace and to maintain its premium brand image, K&N Engineering, Inc., ("K&N") has announced this Unilateral Policy (‘UP’). Accordingly, all advertisements for sales from Dealers to end users of products set forth in K&N Unilateral Price Grids are subject to this Unilateral Policy.

K&N products covered and their coordinating minimum advertised prices are set forth in the Unilateral Price Grids found on the K&N Reseller Hub at: https://resellerhub.knfilters.com. K&N reserves the right, from time to time to alter, modify, suspend, or cancel this Unilateral Policy, the products covered, and the minimum advertised prices.

This policy does not restrict in any way the Dealer’s right to establish its own independent advertised and resale prices of K&N products. K&N reserves the right to determine whether a Dealer has advertised K&N products at a price less than the minimum advertised price established in its Unilateral Policy. Upon such determination K&N may, without assuming any liability, cancel all orders and may indefinitely refuse to accept new orders from the Dealer.

This policy has been unilaterally adopted by K&N and is a unilateral statement of the terms upon which K&N will do business. It is not an agreement between the Dealer and K&N to establish or maintain any particular price for any K&N product. Nothing in this policy shall constitute an agreement between K&N and any Dealer of compliance with this policy. K&N will not discuss conditions of acceptance related to this policy. This policy is non-negotiable and will not be altered, modified, or amended for any Dealer.

Policy Violations:

⁃ Combining a Product(s) from the Unilateral Price Grid with any other product for a sales price lower than the combined price of what the two (2) Products could be purchased independent of each other, is a violation of K&N Unilateral Policy.

⁃ The issuance by Dealer of rebates (in any form) on a Product(s) listed in the Unilateral Price Grid that have not been announced by K&N is a violation of K&N Unilateral Policy.

⁃ Advertising that requests the end-user to "see price in cart," "call for best price," "click to see price," "add to cart for best price," "Why we do not show a price?" or a price that is struck through, no price listed or any language or graphic representation that implies, or from which the end-user can infer, that the end-user click through to the cart to see a price lower than that set forth in the Unilateral Price Grids - is a violation of K&N Unilateral Policy.

Policy Exceptions:

⁃ Dealer offer of free shipping or financing on product(s) in the Unilateral Price Grid.

⁃ Storewide discounts, loyalty programs or coupon codes if: (1) the discount is non-brand specific; (2) the product display page does not include or show a net effective price below the price set forth in the Unilateral Price Grids; and (3) the discount is no more than 20% off of the price set forth in the Unilateral Price Grids.

⁃ The offer of a gift card redeemable for value on a future purchase with the purchase of Product(s) in the Unilateral Price Grid.

⁃ K&N, from time to time, within its sole discretion may announce promotion prices and bundles of the Product(s) listed in the Unilateral Price Grid.

K&N sales personnel have no authority to modify or grant exceptions to this policy. All questions regarding interpretation of this policy should be directed to the Policy Administrator at: upadmin@knfilters.com.