Page 547 - Onboarding May 2017

Each Distribution Center will be required to submit individual Restaurant service
performance data weekly in a format approved by CSCS no later than 3 business days
following the end of Performance Period.

14.0 PRICING PROGRAM

14.1 Supplier Cost.
For Proprietary Products the Supplier Cost is the cost of the Proprietary Product to the
Distributor from the Supplier. The Supplier Cost for Proprietary Products will include any
volume discounts, customer rebates and minimum order drop charges. If CSCS negotiates
any special pricing arrangements with a Supplier for the purchase by Distributor of an
Approved Product from a Supplier, CSCS will notify Distributor of the special pricing for
that Approved Product and Distributor will use that price as the Supplier Cost for the
Approved Product. CSCS will promptly notify Distributor of any changes to any special
pricing. Notwithstanding anything to the contrary in this Agreement, Distributor will have
no obligation to deduct from Supplier Cost and Distributor will be entitled to retain all
promotional allowances and/or rebates (other than such “off-invoice allowances” set forth
on the manufacturer invoice and intended to be passed through to the Operator) including,
but not limited to, volume incentives, quick pay discounts for Approved Products that are
not Proprietary Products.

14.2 Distribution Fee Schedule.
Distributor will sell the Approved Products to Operator based on the Pricing Program set
forth in Exhibit E. The Distribution Fee will be a flat fee per case to distribute the
Approved Product to the Restaurant and excludes Supplier Cost and Inbound Freight. Split
cases will be calculated as Distributor’s Cost divided by the number of units per case, plus
the Distribution Fee. Split cases will be applied toward the total case volume.

14.3 Invoice Cost.

The Invoice Cost shall remain in effect for the applicable period designated by CSCS. Landed
Cost is determined by CSCS’s contract cost in effect on the first day of the calendar month.
Products not contracted by CSCS, and in general inventory from Distributor, will be priced from
the Distributor’s Landed Cost.

(i) CSCS shall provide to Distributor all product notifications no later than
th
the twentieth (20 ) of the current month for prices effective the first of the
calendar month following for which Distributor will make the price
effective the first of the calendar month or the first Monday of the
calendar month through the last day of the calendar month or the Sunday
before the first Monday of the following month. All other Distributor fees
(i.e. fuel surcharges, drop charges) will adhere to the Strike Price Date.
(ii) Any changes in existing price notifications or late pricing notifications
received by CSCS for contract costs to be effective the first of the month
will be made in Distributor’s pricing systems as soon as practicable, but

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