Page 523 - Aida Hovsepian Onboarding

documents specifically incorporated in this Agreement by reference, including SSA Addenda) govern the terms and
conditions of all sales of Products (including sales made with the aid of electronic or paperless ordering processes)
from Supplier to the Co-op and/ or its Selected Buyers from and after the Effective Date. If this Agreement’s terms
conflict with any term of the SSA Addenda, then the term of the SSA Addenda controls. If any term of an SSA
Addendum conflicts with a term of any other SSA Addendum, then the term in the SSA Addendum most recently
executed by Supplier and the Co-op controls.

b. Entire Agreement. This Agreement (including Purchase Orders) contains the entire agreement between the parties
with respect to the purchase and sale of Products.

c. No Supplemental Terms. No Purchase Documentation (other than Purchase Orders) supplements or varies this
Agreement’s terms, unless the Co-op and Supplier sign an agreement amending this Agreement by express
reference to this Agreement. This Agreement’s terms control and supersede the terms of any other Purchase
Documentation, including, without limitation, any order acknowledgement documentation issued by Supplier to the
Co-op and/ or its Selected Buyers.

d. No Additional Terms. The Co-op and/ or its Selected Buyers object to any order acknowledgement or other
Purchase Documentation issued by Supplier that states terms in addition to, different than, or varying from this
Agreement’s terms. Any additional, different, or varying terms are not a part of any agreement between the Co-op
and Supplier, even if such Purchase Documentation purports to govern or supersede this Agreement.

e. Authority.

(i) Issuance of information, advice, approvals, or instructions by the Co-op’s operations personnel or other unauthorized
representatives is an expression of personal opinions only and does not affect the Co-op’s and Supplier’s rights and
obligations under this Agreement, unless in writing and signed by the Co-op or the Co-op’s “Authorized Agent.”

(ii) “Authorized Agent” means the Co-op’s Category Manager, the Co-op’s Director of Procurement, the Co-op’s Chief
Procurement Officer, or the Co-op’s Chief Executive Officer or Chief Financial Officer, as the Co-op may designate from time
to time.

f. No Liability. Notwithstanding any other provision of this Agreement, neither the Co-op nor its employees, agents, or
representatives have any liability or obligation for any payments or claims made with respect to Products sold by
Supplier directly to Selected Buyers. Supplier releases the Co-op from any purchase commitments to Supplier to the
extent that such purchase obligation is assumed or fulfilled by Selected Buyers.

g. Provision of Information. Subject to Supplier’s confidentiality obligations in Section 12, the Co-op may request
information from Supplier regarding business between Selected Buyers and Supplier so that the Co-op may monitor
Supplier’s performance under this Agreement, and Supplier shall provide the Co-op with the requested information
in the form and substance designated by the Co-op. Notwithstanding the previous sentence, Supplier shall provide
the Co-op a weekly, or another interval as the Co-op may reasonably require, inventory status report showing
current supplies of Product inventory, broken down by Product, as well as showing any slow-moving or fast-moving
Products (the “Inventory Report”).

h. Product Inventory. Each party shall review the Inventory Report in good faith on an ongoing basis, including the
review of slow-moving and/ or fast-moving Products, to minimize the risk of cumulative oversupply or undersupply of
Product inventory at any time during the Term. If, during the Term, the Co-op determines any Product reaches an
inventory level considered to be in undersupply or oversupply, or the Co-op determines that any Product will or is
expected to reach an inventory level considered to be in undersupply or oversupply, then the parties shall discuss
the circumstances of undersupply or oversupply in good faith, and diligently attempt to reach a reasonable and
mutually agreeable joint resolution with respect to such Products’ inventory.

i. Terms of Payment. The payment term of each Product shipment made under this Agreement is net thirty (30) days
following the delivery of the Products, unless otherwise agreed by any Selected Buyer with respect to its own