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i~ Co~orate PurchusinQ AQree~nerrt Corrf dential Page 7 Changes"), may have a material and adverse impact on Supplier' overall Product pricing and Incentives offered under this Agreement, and that without limiting its other rights and remedies, Supplier shall be entitled to (a) analyze, review and adjust the Product pricing and Incentives as a result of Buyer's proposed Commodity Grouping Changes, or (b) consider Buyer to be in default of this Agreement. 5.3 Extraordinary Price Adjustment. Supplier reserves the right to adjust the price on any Product or Service offered to Buyer in the event that extraordinary market events require the immediate adjustment of that Product or Service's price. Any Extraordinary Price Adjustment shall be accompanied by appropriate supporting documentation to explain and/or justify such an adjustment. Supplier also reserves the right to add a fuel surcharge to Buyers orders. 5.4 Pricing Limitations and Incentives. Supplier reserves the right to not sell any Products below its purchase order cost. Supplier agrees to pay Buyer for those Incentives for which Buyer qualifies in accordance with the terms set forth in Exhibit B ("Supplemental Provisions"). Supplier shall have no obligation to pay Buyer any Incentives not earned prior to or as a result of the termination, expiration or cancellation of this Agreement. Incentive payments will only be made if Buyer's account(s) have current account receivables. 6.0 PROPRIETARY PRODUCTS. 6.1 Pro~rietary_ Products. Buyer acknowledges that Supplier rnay, at the request of Buyer, purchase Proprietary Products for Buyer pursuant to the terms of a Proprietary Products Agreement, which will be provided to Buyer upon request. Buyer shall not be required to purchase or pay far any quantity of Proprietary Products in excess of the amounts specified in the Proprietary Products Agreement. 7.0 SERVICES; DELIVERY; RETURNS AND REPORTING. 7.1 Services. Supplier agrees to provide the Services listed in Exhibit B ("Supplemental Provisions"), at no additional charge unless otherwise indicated, in accordance with this Agreement and the performance standards and quality requirements set forth in Exhibit B. Services may be modified, changed, or enhanced from time to time as mutually agreed by the Parties in written modifications to Exhibit B. 7.2 Standard Delivery. Supplier shall use commercially reasonable efforts to ship Products ordered by Buyer before 5:00 p.m. local time within one (I) Business Day after acceptance of a Purchase Order, except for special order Products or Products that are back ordered. In the event that a Product is back ordered or shipment is delayed for any reason, Buyer will be notified of such delay and Supplier shall use commercially reasonable efforts to deliver the delayed Product as promptly as commercially practicable. Supplier will treat any such delayed order as active unless Buyer contacts Supplier and provides other instructions. Supplier's standard shipments shall be F.O.B. Buyer's location in the forty-eight (48) contiguous United States. Additional freight charges may apply for desk-top delivery, special delivery, rushes or special order Products. 7.3 Right of Access. Buyer shall permit Supplier' employees, subcontractors and agents reasonable access to its facilities in connection with performance hereunder. 7.4 Returns. Supplier will accept returns of stocked office supply Products in salable condition up to thirty (30) Calendar Days after receipt by Buyer, including Staples Brand office supply Products. The Product must be returned to Supplier with its complete and original manufacturer's packaging intact and undamaged, including Universal Product Code (UPC), manuals and parts, and a copy of the packing slip. Any Product that is returned E i 0 J i [] n ~_! ;-J C I] i] Attachment number 5 F_~ Page 224 of 433