Page 297 - Tom Finocchiaro - RPI Apple Onboarding

or as otherwise agreed between Supplier and the Co-op or its Selected Buyers, as applicable, and with the Co-op’s
or its Selected Buyers’ designated carrier. If the Co-op or its Selected Buyers do not designate a carrier, then
Supplier shall ship the Products via Supplier’s “best means” carrier.

b. Expedited Shipping. If Supplier must ship by a more expensive method than specified in this Agreement in order to
comply with the Co-op’s or its Selected Buyers’ required delivery date, then Supplier shall pay any resulting
increased transportation costs. However, if the necessity for such rerouting or expedited handling results solely from
changes requested by the Co-op or its Selected Buyers, and Supplier promptly notifies the Co-op or its Selected
Buyers upon learning of such changes that such changes will result in increased transportation costs, then Supplier
is not liable for the increased portion of the transportation costs.

c. Risk of Loss. If the Co-op and/ or its Selected Buyers select the carrier for any Products shipped in accordance
with this Agreement, then the Co-op or its Selected Buyers, as applicable, are responsible for all damage to such
Products after the time of delivery of the Products to the F.O.B. point. If Supplier selects the carrier for any Products
shipped in accordance with this Agreement, then Supplier is responsible for all damage to such Products through
the time of delivery to the Co-op or its Selected Buyers.

Section 7 - Acceptance and Revocation.
a. Acceptance. Acceptance occurs on the date that Products conforming to the Specifications and to this Agreement
are delivered and/ or installed and become operational at their final destination of use or consumption. Any
applicable warranty period commences upon acceptance.

b. Revocation of Acceptance. The Co-op, the Servicers, and/ or the Selected Buyers may revoke acceptance of any
Products that are defective or do not conform to the Specifications, and were accepted either on the reasonable
assumption that the nonconformity would be cured, or without discovery of such nonconformity if the acceptance
was reasonably induced by the difficulty of discovery before acceptance, or by Supplier’s assurances. Upon
revocation of acceptance, the Co-op, Servicers, and/ or Selected Buyers have all available remedies at law or
equity, including the right to require Replacement Products and seek recovery of damages.

c. Supplier Duty toward Rejected Products. If the Co-op or its Selected Buyers rightfully reject any Products, then
the Co-op or its Selected Buyers shall re-ship all rejected Products back to Supplier, and Supplier shall indemnify
the Co-op or its Selected Buyers for all reasonable related expenses incurred, including reasonable expenses
connected with packaging, transportation, and storage of the rejected Products.

Section 8 - Audits and Inspections.
a. Food Safety Audits. Supplier shall submit, at Supplier’s expense, to food safety audits established annually by the
Servicers, unless issues arise which the Co-op or the Servicers believe justify more frequent auditing activity.

b. Inspection of Facilities. The Servicers and/ or the Co-op may inspect Supplier’s facilities during regular business
hours to monitor Supplier’s compliance with this Agreement.

c. Inspection of Products. The Co-op and/ or Servicers may make reasonable inspections of Products during their
manufacture, processing, or preparation during regular business hours at Supplier’s place of business, or at the time
of completion or delivery. In addition, the Co-op and/ or Servicers may remove a reasonable amount of Products
from any place or at any time, during the Products’ manufacture, processing, preparation, completion, or delivery,
for inspection or testing by the Servicers and/ or its third party designee. Failure on the part of the Co-op, the
Selected Buyers, the Servicers and/ or a third party designee to inspect the Products shall not be construed as an
acceptance of the Products with knowledge of the nonconformities that may have been discovered on a reasonable
inspection. Nothing in this Section relieves Supplier from its obligations of testing, inspection, and quality assurance.