Page 501 - Onboarding May 2017

All notices, approvals, consents and demands required or permitted under this Agreement shall be in writing and shall be
deemed delivered at the time delivered by hand; one (1) business day after electronically confirmed transmission by facsimile
or electronic mail; or two (2) business days after confirmed delivery by certified or registered mail or other courier or delivery
service. Either party may specify a different address by notifying the other party in writing of the different address. The
official language of this Agreement shall be English. All communications between the parties shall be made in English.

If to the Co-op: With a Copy to:

Centralized Supply Chain Services, LLC Centralized Supply Chain Services, LLC
8140 Ward Parkway 8140 Ward Parkway
Kansas City, MO 64114 Kansas City, MO 64114
Attention: Mark Smith Attention: Havi Support
Chief Procurement Officer
Facsimile No: 913-890-9619 Facsimile No: 913-890-9745
Email: mark.smith@cscscoop.com Email: Havi.Support@cscscoop.com

If to the Supplier: With a copy to:

Attention: Attention:
Facsimile No: Facsimile No:
Email: Email:

Item 39 - Entire Agreement and Amendments.
This Agreement and any SSA Addendum contains the entire understanding of the parties hereto with respect to its subject
matter and may be amended only by a written instrument executed by the Co-op and Supplier or their respective successors
or assigns. Any and all amendments are hereby incorporated and made a part of this Agreement. There are no restrictions,
promises, warranties, covenants or undertakings, arising from either usage in the trade, course of dealing or course of
performance, other than those expressly set forth or referred to in this Agreement. This Agreement supersedes in all
respects any prior agreements concerning the subject matter hereof in effect between Supplier and the Co-op or its
predecessors in interest including the Servicers; provided, however, that this Agreement shall not supersede any agreements
between the Servicers and Supplier related to Supplier’s approved supplier status in the System, the testing or development
of any Products, specifications or formulations of any Product or any confidentiality or intellectual property matters.

Item 40 - Applicable Law and Venue.
This Agreement shall be construed and enforced in accordance with the internal laws of the State of Missouri without regard
to its conflict of law principles. The exclusive venue for any proceeding between the Co-op and Supplier relating to this
Agreement including, without limitation, the validity, construction, interpretation and enforcement hereof, or the parties’
relationship, shall be in the Kansas City, Missouri metropolitan area, subject to the provisions of Section 51. The exclusive
venue for any proceeding between Supplier and any Selected Buyer shall be the locality of the Selected Buyer's principal
place of business.

Item 41 - Severability.
If any term of this Agreement or any application thereof shall be invalid, illegal, unconscionable or unenforceable in any
respect, the validity, legality, and enforceability of the remaining terms contained herein, and any other application of said
terms, shall not in any way be affected or impaired thereby.

Item 42 - Time is of the Essence.
All times specified in the Agreement for the performance of the obligations of the parties shall be deemed of the essence.
The acceptance of a late performance, with or without objection or reservation, shall not waive the right of the Co-op, its