Page 532 - Aida Hovsepian Onboarding

Section 14 - Failure and Incremental Costs.
a. Failure to Deliver Products. If any shipment of Products is not sent or received within the agreed time frame, then
the Co-op and/ or its Selected Buyers may, with notification to Supplier, order similar Products from another
supplier, and Supplier shall pay to the Co-op and/ or its Selected Buyers within ten (10) business days after receipt
of an invoice from the Co-op and/ or the applicable Selected Buyer(s), the actual, documented incremental costs
incurred by the Co-op and/ or its Selected Buyers in obtaining such similar Products, including, without limitation,
price differences, shipping charges, and tax differences. The Co-op and its Selected Buyers have no obligation to
accept Products not sent or received within the agreed time frame.

b. Defective or Nonconforming Products. If any Products are defective or nonconforming, then the Co-op and/ or its
Selected Buyers may notify Supplier of such defective or nonconforming Products, and Supplier shall immediately
ship non-defective and conforming Products ("Replacement Products") to the Co-op and/or its Selected
Buyers. The Co-op and/ or its Selected Buyers may in any event, with notification to Supplier, order Replacement
Products from another supplier, and Supplier shall pay to the Co-op within ten (10) business days after receipt of an
invoice from the Co-op and/ or the applicable Selected Buyer(s), the actual, documented incremental costs incurred
by the Co-op and/ or its Selected Buyers in obtaining the Replacement Products, including, without limitation, price
differences, shipping charges, and tax differences. The Co-op and/ or its Selected Buyers have no obligation to
accept Replacement Products that are not immediately shipped as required above

c. Products Out of Stock. If Supplier is out of stock with respect to any Products, then Supplier shall immediately
notify the Co-op and its Selected Buyers. Supplier shall not backorder any Products without the express written
consent of the Co-op and/ or its Selected Buyers, and the Co-op and/ or its Selected Buyers have no obligation to
accept such backordered Products in the absence of such express written consent. Upon being notified that
Supplier is out of stock with respect to any Products, the Co-op and/ or its Selected Buyers may, with notification to
Supplier, order similar Products from another supplier, and Supplier shall pay to the Co-op and/ or its Selected
Buyers within ten (10) business days after receipt of an invoice from the Co-op and/ or the applicable Selected
Buyer(s), the actual, documented incremental costs incurred by the Co-op and/ or its Selected Buyers in obtaining
such similar Products.

Section 15 - Product Recall, Recovery, Replacement, and/ or Retrofit.
Product Recall, Recovery, Replacement, and/ or Retrofit. If it is deemed necessary by a governmental entity, the
Supplier, the Servicers, or the Co-op to recall, recover, replace, and/ or retrofit any Products for any reason bearing on their
quality, functionality, or safety, then Supplier shall comply diligently with all recall, recovery, replacement, and/ or retrofit
procedures established from time to time by the Servicers or the Co-op. Supplier shall bear all costs and expenses incurred
by it, the Servicers, the Co-op, and/ or its Selected Buyers in compliance with such recall, recovery, replacement, and/ or
retrofit procedures to the extent due to Supplier’s breach this Agreement’s terms. If Supplier fails or refuses to comply with
the recall, recovery, replacement, and/ or retrofit procedures upon the request of the Servicers or the Co-op, then the Co-op
and/ or its Selected Buyers may take such action as they deem necessary to complete the recall, recovery, replacement,
and/ or retrofit and Supplier shall reimburse the Servicers, the Co-op, and/ or its Selected Buyers, as appropriate, for their
costs and expenses, including, without limitation, reasonable attorneys' fees incurred in such recall procedures. Any such
action taken by the Co-op and/ or its Selected Buyers does not relieve Supplier of its obligations under this
Agreement. Supplier shall, at its sole cost and expense, promptly implement any recall, recovery, replacement, and/ or
retrofit solutions to any Products not yet delivered. The Co-op and/ or the Servicers shall use commercially reasonable efforts
to provide Supplier with notice prior to the initiation of any recall, recovery, replacement, and/ or retrofit procedures and
cooperate and consult with Supplier on all recall, recovery, replacement, and/ or retrofit matters, including any technical or
procedural matters which may arise.

Section 16 - Changing Specifications/ Discontinuing Orders.
a. Price Change. The Servicers (but not the Co-op or other Selected Buyers) may, upon written notice to Supplier,
change the Specifications for Products. Supplier’s Price for the modified Products must reflect only increases or
decreases in Supplier’s actual labor, material, and tooling/ equipment costs arising out of the change in
specification. If the Servicers cause a Specification change, then Supplier shall promptly, on an expedited best
efforts basis, furnish the itemization of its proposed adjusted pricing to the Co-op for review and agreement.

b. Inventory. If the Servicers change the Specifications, then the Co-op and/ or its Selected Buyers may, at their sole
discretion, acquire Supplier’s current conforming inventory of affected, merchantable Products, in a quantity not to