Page 490 - Onboarding May 2017

(c) Shipping Lanes. The Co-op, at is sole discretion, may choose to designate one or multiple shipping
lanes to be coordinated by its third party logistics partner. The Co-op or its third party logistics partner will invoice Supplier
the documented actual freight cost (including carrier rate, variable fuel surcharge and applicable variable accessorial costs)
or the contractual freight standard. All third party logistics partner invoices are payable net 15 days.

Item 5 - Risk of Loss.
If the Co-op and/or its Selected Buyer selects the carrier for any Products shipped hereunder, then Supplier shall be
responsible for all damage to such Products through the time of delivery of the Products to the F.O.B. point. If Supplier
selects the carrier for any Products shipped hereunder, then Supplier shall be responsible for all damage to such Products
through the time of delivery to the Co-op and/or its Selected Buyers.

Item 6 - Terms of Payment.
Unless otherwise agreed by any Selected Buyer with respect to its own purchases of Products hereunder, terms of payment
with respect to each shipment of the Products made in compliance with the terms and conditions of this Agreement shall be
net thirty (30) days following the delivery of the Products. Such payment terms shall remain effective until agreed otherwise
by the Co-op and the Supplier, which agreement shall be confirmed and effected through e-mail notification of
acknowledgment from both the Co-op and the Supplier.

Item 7 - Invoices.
Invoices for their individual purchases shall be sent to the Co-op and/or its Selected Buyers, as applicable, and payment shall
be made by the Co-op or its Selected Buyers, as the case may be. All invoices submitted hereunder shall be prepared in a
manner consistent with the requirements of the Co-op and the Approved Distributors and shall be accompanied by applicable
bills of lading, packing lists, and service or work orders, all of which must have the correct order number, item or stock
number, and/or identification number, as appropriate, and in a form reasonably satisfactory to the Co-op and the Approved
Distributors.

Item 8 - Compliance with Servicer Approved Supplier Requirements.
Supplier shall at all times during the Term be an approved supplier to the System and shall comply with the terms of the
applicable Supplier Quality Program, the Mutual Confidentiality and Rules of Engagement Agreement or any other
agreements with the Servicers. If at any time during the Term the Supplier’s approval or authorization to supply Products to
the System is discontinued or otherwise terminated for any reason, the Co-op may terminate this Agreement or any part
hereof for cause pursuant to Section 15(c).

Item 9 - Acceptance and Revocation.

(a) Acceptance. Acceptance occurs on the date that Products which conform to the Specifications and to
the terms and conditions of this Agreement are delivered and/or installed and operational, as the case may be, 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 its
acceptance of any nonconforming Products if the Products do not conform to the Specifications and if the Products had been
accepted either on the reasonable assumption that the nonconformity would be cured, or without discovery of such
nonconformity if the Co-op's, the Servicers’ and/or its Selected Buyers' acceptance of the Products was reasonably induced
either by the difficulty of discovery before acceptance, or by Supplier's assurances. Upon such revocation, the Co-op, the
Servicers and/or Selected Buyers shall have all available remedies at law or equity, including, without limitation, the right to
require Replacement Products as well as to seek recovery of damages.

(c) Supplier Duty toward Rejected Products. In the event the Co-op and/or its Selected Buyers shall
rightfully reject any Products, Supplier hereby instructs the Co-op and/or its Selected Buyers to reship such Products to
Supplier, and Supplier shall indemnify the Co-op and/or its Selected Buyers for all reasonable expenses incurred thereby,
including, but not limited to, reasonable expenses connected with packaging, transportation and storage of such rejected
Products.

Item 10 - Failure to Deliver Products.