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SUPPLIER PURCHASING AGREEMENT

SUPPLIER DEPARTMENT MERCHANT _______________________________

SUPPLIER TYPE: PURCHASE SCAN-BASED (Consignment)

SUPPLIER STATUS: NEW SUPPLIER EXISTING SUPPLIER

1.0 INTRODUCTION & TERM

1.1 Introduction. The parties expressly agree that all orders placed to Supplier by Orchard, whether before or after the date of execution of this Supplier Purchasing Agreement (SPA), shall be subject to the terms of this SPA and the Universal Terms and Conditions (UTC) entered into between Supplier and Orchard, as amended from time to time, and incorporated herein by this reference. All capitalized terms not defined in the SPA shall have the meaning given to them in the UTC. Supplier shall be synonymous with Vendor as defined in the UTC. All Orchard Supplier numbers, departments and classes will fall under the terms of this SPA unless specifically agreed to otherwise.

1.2 Term and Termination. a. Term. If Supplier is designated as a “New Supplier” above, this SPA is effective as of the last signature date below and shall remain in

full force and effect until terminated in accordance with the terms hereof. If Supplier is designated as an “Existing Supplier” above, this SPA replaces all previous SPAs and is effective as of ____________ and shall remain in full force and effect until terminated in accordance with the terms hereof.

b. Termination. Orchard shall have the right to terminate this Agreement in accordance with the UTC.

2.0 CONTACT INFORMATION

SUPPLIER NAME: _____________________________ CEO NAME: _______________________

ADDRESS: ADDRESS: CITY: STATE: ZIP: CITY: STATE: ZIP:

PHONE ( ) - PHONE ( ) - (800) - (800) -

FAX ( ) - FAX ( ) -

E-Mail Address: E-Mail Address:

DUN-BRADSTREET# FEDERAL TAX IDENTIFICATION #

PRESIDENT: VP OF SALES:

ADDRESS: ADDRESS:

CITY: STATE: ZIP: CITY: STATE: ZIP:

PHONE ( ) - PHONE ( ) -

(800) - (800) -

FAX ( ) - FAX ( ) -

E-Mail Address: E-Mail Address:

NATIONAL SALES/ACCOUNT MANAGER: ORCHARD ACCOUNT MANAGER: _______________

ADDRESS: ADDRESS: ____________________ CITY: STATE: ZIP: CITY: STATE: ZIP:

PHONE ( ) - PHONE ( ) -

(800) - (800) -

FAX ( ) - FAX ( ) -

E-Mail Address: E-Mail Address:

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2.0 CONTACT INFORMATION (continued)

ACCOUNTS RECEIVABLE: ____________

ADDRESS: ____________________ STATE: ZIP: CITY: STATE: ZIP: ________

SHIP From:

ADDRESS:

CITY:

PHONE ( ) - PHONE ( ) -

(800) - (800) -

FAX ( ) - FAX ( ) -

E-Mail Address: E-Mail Address:

________________________________________________________________________________________________

NOTICES PURSUANT TO UTC: CC: ____________

ADDRESS: ADDRESS: ____________________ CITY: STATE: ZIP: CITY: STATE: ZIP: ________

3.0 PROGRAM TERMS

All Supplier program funds will be collected monthly, via debit memo and reconciled at the end of each Orchard fiscal year. Orchard may perform additional reconciliation work as it deems necessary in its sole discretion in order to ensure that all program funds have been properly accounted for.

3.1 PROGRAM FUNDS - REBATES

A. MARKETING/ADVERTISING MONEY

Not Applicable % OF PURCHASES

And/Or

GUARANTEED MINIMUM YEARLY DOLLAR AMOUNT FOR THIS REBATE IS $ __________

B. VOLUME REBATE Not Applicable (if N/A, leave below blank)

TIER FLOOR “+” PERCENTAGE

$ %

$ %

$ %

$ %

$ %

Rebates are calculated on net purchases* based on final receipt date. All rebates are retroactive back to dollar one ($1.00). *Net purchases (total minus buyback) defectives, penalties, and all other subsidy contributions will not be deducted from the total purchase.

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3.2 NEW, RELOCATED AND REMODELED STORE ALLOWANCE (“Store Allowance”)

A. *Supplier shall give Orchard a flat dollar allowance of $_______ for the grand opening of new and relocated stores (“New/Relocated Store Allowance”).

B. *Supplier shall give Orchard a flat dollar allowance of $_______at the time of the re-grand opening for remodeled stores (“Remodeled Store Allowance”).

3.3 Free Displays Units: Where applicable, Supplier shall provide a free unit per SKU per store for display purposes: Yes No

(If no, please list exceptions on a separate page)

3.4 Additional Program Allowances: PLEASE FILL OUT EXHIBIT 2 IF ADDITIONAL PROGRAM TERMS ARE AVAILABLE

FOR DIFFERENT SUPPLIER NUMBERS.

4.0 SUPPLY CHAIN TERMS

4.1 FREIGHT MANAGEMENT

FREIGHT COLLECT PROGRAM (Orchard plans, schedules, pays carrier freight. Freight allowance applies.)

Freight Allowance: _______%

FREIGHT PREPAID (Supplier plans, schedules, and pays all freight to carrier)

Fill in at least one of the below. If no min applies, input ‘N/A’

Minimum Dollar: _______$

Minimum Weight: _______

Other Requirement: _______ (e.g. # pallets, cubes, etc.)

FREIGHT PREPAID AND ADD (Supplier plans, schedules, and pays all freight to carrier and adds freight cost as a separate line

item on Invoice)

SUPPLIER LEAD TIME: See below for definition. Designate lead time in number of calendar days.

FREIGHT COLLECT Number of days from Supplier receipt of PO to time product available for Orchard pickup

(excludes transit time):

____________Calendar Days (normally 1-7 days)

FREIGHT PREPAID Number of days from Supplier receipt of PO to delivery of product to Orchard’s

furthest warehouse or store (i.e. production time + transit time)

____________Calendar Days

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4.2 DEFECTIVE AND HANDLING OPTIONS: Options 1-4 below are handled by Orchard’s third party Centralized Return Center (CRC) website, the Inmar Portal. All Suppliers are required to register on the Inmar Portal after they receive their first defective claim and regardless of the Defective and HandlingOption chosen below. Registration instructions and other details about the Inmar Portal can be found at: http://osh.com/supplierpartners/merchandising/InmarReturns.

Consolidation Fee Selection

1 RETURN TO SUPPLIER (“W”) Debit full cost of goods. Contact Supplier for Returns Good Authorization (RGA) #____________. *20%

2 RETURN TO SUPPLIER (“W”) Debit full cost of goods. Use permanent RGA#____________. *15%

3 SALVAGE (“G”) Debit full cost of goods. Returned to CRC for salvage. No

Handling

4 DESTROY (“Z”) Debit full cost of goods. Return to CRC to destroy. (15% Consolidation & 10% Land fill cost)

15% & 10%

5 STORE LEVEL (“S”) Debit full cost of goods. Product handled at store level. No

Handling

6 STORE LEVEL (“D”) Hazmat, Hazwaste, E Waste, or any disposal fee (Debit Full Cost of Good and Full Disposal Fee)

7 DEFECTIVE ALLOWANCE ("Y") Percent off invoice. Send to CRC for Salvage. Follow EDI Guidelines for allowances off invoice. ______ %

*Supplier responsible for freight charges.Note:

1. Defectives received by Orchard DC totaling $50 or less at cost per Purchase Order will not be returned to the Supplier and a debit will be issued for the cost of defective goods.

2. Defectives handled through Inmar and in aggregate totaling less than $100 at cost for any given calendar month will not be returned to the Supplier regardless of theDefective and Handling Option chosen above. Consolidation, Landfill and/or Disposal fees will still apply per the option chosen.

4.3 SUPPLIER RETURNS LOCATION

Attn: _____________________________________

Return Address (No P.O. Boxes): _____________________________________

City, State and Zip Code: _____________________________________

Telephone: _____________________________________

Appointment phone # (Required): _____________________________________

Fax: _____________________________________

Email Address: _____________________________________

5.0 ACCOUNTS PAYABLE TERMS

5.1 PURCHASE-BASED SUPPLIERS

PAYMENT TERMS FOR PURCHASE-BASED SUPPLIERS ARE DETERMINED USING PRODUCT RECEIPT DATE. INVOICE DATE TERMS ARE NOT ACCEPTED.

DISCOUNT % DISCOUNT DAYS NET DAYS

PAYMENT TERMS ________% ________ ________

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5.2 SCAN-BASED SUPPLIERS (Consignment)

INITIAL PAYMENT IS MADE THIRTY (30) DAYS AFTER THE WEEK ENDING PRODUCT SALE DATE. THEREAFTER, A WEEKLY PAYMENT WILL BE ISSUED.

6.0 COST OF MERCHANDISE

The parties agree that as of the effective date of this SPA, the cost of all Merchandise purchased by Orchard pursuant to this SPA shall be as set forth in Exhibit 1 attached hereto and incorporated herein by reference. From time to time during the term of this

SPA, the cost of Merchandise may be revised upon mutual agreement of the parties. In the event that cost information is revised pursuant to the terms of this SPA, or in the event there is no Exhibit 1 attached to this SPA, the cost of all Merchandise purchased

by Orchard pursuant to this SPA shall be as set forth in the “Cost and List Information” section of the Supplier Portal located at: http://www.osh.com/spmerchandising.

7.0 INSURANCE

During the term of this Agreement, Supplier is required to carry insurance as set forth below with a carrier acceptable to Orchard. Supplier shall include Orchard Supply Company, LLC as an additional insured under Supplier’s liability insurance policy and shall

provide evidence thereof. No such insurance policy shall be cancelable or materially modified without Orchard receiving at least thirty (30) days prior written notice. Notice should be sent to Ebix, Inc., customerservice@ebix.com with a copy to Orchard Supply Company, LLC, P.O. Box 49027, San Jose, CA, 95161-9027, Attn: Vendor Relations Dept. Vendor shall provide Orchard a copy of Supplier’s Certificate of Insurance (“COI”) and shall provide proof of its compliance with this Section 7.0 upon Orchard’s reasonable request. The COI shall include the following:

7.1 Commercial General Liability including Product Liability/Completed Operations Hazard with minimum limits of

$2,000,000 per occurrence / $2,000,000 aggregate minimum. 7.2 Broad form Supplier's endorsement naming Orchard Supply Company, LLC and affiliates as additional

insured. 7.3 Carrier Rating of at least “A-10” or better. 7.4 Mandatory thirty (30) day prior notice of cancellation or material modification to: Insured Company(ies):

Orchard Supply Company, LLC, P.O. Box 49027, San Jose, CA, 95161-9027, Attn: Vendor Relations Dept.

8.0 SUPPLIER DIVERSITY INFORMATION

CHECK ALL THAT APPLY:

MBE - MINORITY OWNED BUSINESS ENTERPRISE WBE - WOMAN OWNED BUSINESS ENTERPRISE

DVB - DISABLED VETERAN BUSINESS ENTERPRISE SBC - SMALL BUSINESS CONCERN

LBC - LARGE BUSINESS CONCERN

MAJORITY OWNERSHIP (51%>) CHECK ALL THAT APPLY:

BBI AFRICAN AMERICAN APM ASIAN PACIFIC AMERICAN MALE

BBM AFRICAN AMERICAN MALE HIA HISPANIC AMERICAN

BBF AFRICAN AMERICAN FEMALE HIM HISPANIC AMERICAN MALE

AIA ASIA INDIAN AMERICAN HIF HISPANIC AMERICAN FEMALE

AIM ASIA INDIAN AMERICAN MALE NAA NATIVE AMERICAN

AIF ASIA INDIAN AMERICAN FEMALE NAM NATIVE AMERICAN MALE

CAC CAUCASIAN NAF NATIVE AMERICAN FEMALE

CAM CAUCASIAN MALE FO FOREIGN-OWNED

CAF CAUCASIAN FEMALE FOF FOREIGN-OWNED FEMALE

APA ASIAN PACIFIC AMERICAN FOM FOREIGN-OWNED MALE

APF ASIAN PACIFIC AMERICAN FEMALE

Please check any of the following certifications that your business has and provide the affiliate and certification numbers:

WBENC – Women’s Business Enterprise National Council # NMSDC – National Minority Supplier Development Council #

SBA – Small Business Administration - Pronet/CCR# Other Certifications (s) Please List:

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KEY TERMS AND DEFINITIONS 1. Ownership. For a sole proprietorship or partnership to be determined a minority enterprise, at least 51% of the company or the company's assets or interest must be owned by a

minority person. For a corporation to be considered a minority business enterprise, legal and equitable ownership of at least 51% of all classes of stocks, bonds, and other securities issued by the corporation must be owned by a minority person or minority persons. Any ownership interest held by a minority person which is subject to an option or security interest held by a non-minority person or business entity affecting the incidence of operation and control of shares in the profits of the enterprise, shall not qualify as being interest held by such minority person. Orchard requires third-party certification to verify ownership status. Please e-mail: SupplyChainDiversity@osh.com for additional information on what certification we accept. Before applying for certification, please review our Supply Chain Diversity Program. Also, having certification does not guarantee business.

2. Control. This term requires that the primary power, direct or indirect, to influence the day-to-day management of a business enterprise shall rest with minority person. In addition,this term is construed to mean that the business enterprise is not subject to any formal or informal restrictions such as lease, by-laws, corporate charter, or loan agreement, which would limit the customary discretion of the minority owner.

3. Operated. Means being involved in the day-to-day company decisions concerning the business operations in an active and internal capacity of the business performance.4. Minority-Owned, Small Disadvantaged Business Concern. The term, "small disadvantaged business concern owned and controlled by socially and economically disadvantaged

individuals" shall mean a small business concern which is at least 51% owned by one or more socially and economically disadvantaged individuals or, in the case of any publicly-owned business, at least 51% of the stock which is owned by one or more socially and economically disadvantaged individuals and whose management and daily business operations are controlled by one or more of such individuals. Socially and economically disadvantaged individuals include African American, Hispanic Americans, NativeAmericans, Asian-Pacific Americans, Asian-Indian Americans, and other minorities or individuals found to be disadvantaged by federal government agencies empowered to make this determination. The term "Native American" includes American Indians, American Eskimos, American Aleuts, and Native Hawaiians. The term "Asian-Pacific American"includes United States citizens whose origins are Japan, China, the Philippines, Vietnam, Korea, Samoa, Guam, and the U.S. Trust territories of the Pacific, Northern Marianas,Laos, Cambodia, and Taiwan. The term "Asian- Indian American" includes United States citizens whose origins are in India, Pakistan, and Bangladesh.

5. Women-Owned Business Concern. The term "women-owned business" is a business that is at least 51% owned by a woman or women who also control and operate it. "Control"in this context means exercising the power to make policy decisions. "Operate" in this context means actively involved in day-to-day management.

6. Disabled Veteran Business Concern. The term "disabled veteran business" is a business that is at least 51% owned by a disabled veteran who also controls and operates it. "Control" in this context means actively involved in day-to-day management.

7. Small Business Concern. The term "small business concern" is a business concern that is independently owned and operated, not dominant in its field, and meets employmentand/or sales standards developed by the Small Business Administration as set forth in Title 13, Code of Federal Regulations, Section 121.

9.0 ORCHARD OPERATING GUIDELINES

This SPA is subject to the Supplier Partner Requirements as set forth at: http://www.osh.com/supplierPartners which are expressly incorporated herein by reference. These Requirements (as outlined below) may be amended from time to time by Orchard.

By initialing each section below, Supplier acknowledges and agrees to the terms and conditions of the Requirements, as applicable to the Supplier.

Supplier Initials

Supplier Initials

A. Supply Chain C. Financial Policies

1. Domestic Shipping & TransportationRequirements

1. Purchase Order & InvoicingRequirements

http://www.osh.com/medias/sys_master/h5a/h6c/8857131483166.pdf

http://www.osh.com/medias/sys_master/h51/h6c/8857131188254.pdf

2. Inmar Returnshttp://osh.com/supplierpartners/merchandising/InmarReturns

B. EDI Implementation ________ C. Legal D. Legal Terms and Conditions D.

1. EDI Requirementshttp://www.osh.com/medias/sys_master/hde/ha7/8812533579806/02-orchard-supplier-operating-guidelines_edi-requirements.pdf

1. UTC*___________________http://www.osh.com/medias/sys_master/hfa/hd5/8815067856926.pdf

2. UTC-Private Label Addendum #1http://www.osh.com/medias/sys_master/h89/hd7/8827965833246.pdf

2. EDI Profile

http://www.osh.com/medias/sys_master/hec/ha7/8812534038558/02b-orchard-supplier-operating-guidelines_edi-profile-sheet.pdf

*If Supplier has already executed a UTC, please

enter the UTC’s Effective Date here. Please contact the Orchard Merchant before executing a new UTC.

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10.0 SUPPLIER AUTHORIZATION AND ACKNOWLEDGEMENT

Supplier acknowledges and agrees that:

(1) it has read and shall at all times be in compliance with the Lowe’s Vendor Code of Conduct, which may be amended from time to time, and is available at: http://www.osh.com/SPMerchandising;

(2) Orchard has the sole right to determine the nature, content, and media of the promotional and advertising programs developed pursuant to this SPA;

(3) nothing in this SPA shall in any way limit Orchard’s rights under the UTC; (4) all product information submitted to, or otherwise used by, Orchard is current, accurate, and complete. Supplier

understands Orchard will rely on this information and Supplier will keep such information current, accurate, and complete for the duration of its relationship with Orchard; and

(5) Orchard may collect any funds owing to Orchard by Supplier by deducting such funds from amounts owing to Supplier by Orchard.

The signing party hereby acknowledges that he/she is an authorized representative of the Supplier named below, and, by such signature the terms and conditions contained herein are hereby ratified and confirmed as a valid and legally binding obligation of said Supplier. Please email completed forms to: new.vendor@osh.com.

Company __________________________ Company Orchard Supply Company, LLC Company Orchard Supply Company, LLC

Supplier

(print name)

__________________________ Merchant

(print name)

__________________________ Merchant

(print name)

__________________________

Signature __________________________ Signature __________________________ Signature __________________________

Title __________________________ Title __________________________ Title __________________________

Date __________________________ Date __________________________ Date __________________________

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EXHIBIT 1 PRODUCT COST INFORMATION

The Supplier will attach a spreadsheet that would include the following information.

Item Description Model# Units Per

Pack

Domestic US

Facility

Location

Net/Net

Domestic

Collect Cost

Net/Net

Prepaid Cost (to Orchard

DC)

Min Order

Requirements

Comp

Shop

Home

Depot

Comp

Shop

Lowe’s

Comp

Shop

Specialty

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EXHIBIT 2 [ Insert blank provisions that could differentiate by Supplier #. ]