Common use of Solicitation Exceptions/Deviations Explanation Clause in Contracts

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications li sted in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditi ons and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the St andard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. TIPS VENDOR AGREEMENT, Freight – Stricken in its entirety. Replace with the following: Freight and shipping cha rges will be reflected on all quotes, orders, and invoices as prepaid and added, FOB Origin, unless otherwise indic ated. Additional fees may be incurred for any special services including, but not limited to, the following: liftgate ser vices, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharg es, residential deliveries, Saturday charge deliveries, inside delivery (threshold only). TIPS VENDOR AGREEMENT, Warranty – Append to end of clause: All warranties from the original manufacturers a re hereby irrevocably assigned to TIPS members and all documents evidencing the same will be included with the i tems. Global Industrial will assist TIPS members in maintaining continuity of such warranties, and shall take all reas onable steps to assist TIPS members in asserting and processing warranty claims directly with the manufacturers. TIPS VENDOR AGREEMENT, Shipments – Strike last sentence. Replace with the following: Orders containing item s deemed non-cancellable or non-returnable shall not be cancellable. TIPS VENDOR AGREEMENT, Payments – Strike “the vendor assigned dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greate r time or as otherwise provided by an agreement of the parties.” Replace with the following: net 30 days from date of invoice (subject to member being approved for open terms). TIPS VENDOR AGREEMENT, Indemnity – Stricken in its entirety. Replace with the following: The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claim s and suits by third parties for injuries to persons (including death), property damages, losses, and expenses inclu ding court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in w hole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, a gents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share as agreed by the parties or as ordered by a court of competent jurisdiction over the case. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any xx xxxxx resulting in litigation. Notwithstanding the foregoing, the indemnification provided hereunder shall not exceed the aggregate amount paid by TIPS or its Members to Contractor for its products under this Agreement. This inde mnity shall expire on the second anniversary of the date of sale of the goods for which indemnity is being claimed. The indemnity provided hereunder shall not apply to any consequential, indirect, incidental, special, punitive, loss of profit or lost opportunity damages. TIPS VENDOR AGREEMENT, Termination for Convenience of TIPS Agreement Only – Strike “The vendor will be p aid for goods and services delivered prior to the termination provided that the goods and services were delivered i n accordance with the terms and conditions of the terminated agreement.” Replace with the following: TIPS membe rs will be responsible for payment of invoices for goods shipped, dated up to and including the date of termination. Special Terms and Conditions, Orders – Strike “3 business days” and replace with the following: “a reasonable xxx e”. Global Industrial does not use Manufacturer’s Suggested Retail Price, but instead offers a discount off our already reduced list price. “List price” shall be defined as that price which is indicated on our website, www.globalindustrial. com, on the date of purchase. Please see full exceptions letter! Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Agreement?

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications li sted in lis this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditi ons conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the St andard Sta Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. TIPS VENDOR AGREEMENT$199.00 minimum order requirement after discount is applied to receive free shipping* TERMS: Net 30 days, Freight – Stricken in its entiretywith approved credit DELIVERY: Approximately 5-7 business days upon receipt of order FREE SHIPPING: Nasco pays ground shipping to school facilities except for live material (“LM” prefix), or items with a logo. Replace with the followingTruck shipments are dock delivery, Call 0-000-000-0000 for answers to your shipping questions. PLEASE NOTE: Freight and shipping cha rges • An additional small order handling fee of $5.00 will be reflected applied to orders under $50.00. • A hazardous material surcharge will be added to items with a black diamond (•) or D.O.T. symbol. • Discounts are off current unit price. Qualifying orders will automatically receive the quantity price if lower than the discounted unit price. • Discounts not valid with any other coupons, offers, sale flyers, or website promotions. • Ready-or-Not Tot® and accessories, STEM 101 Kits, NICERC Kits, Xenopus frogs, live material coupon cards, ALE mannequins and accessories, and items with a “KI”, “KC”, “KT”, “NA” or “NZ” prefix are not discounted. • For live material order requirements, please visit xxxxx://xxx.xxxxxx.xxx/shipping#live-material. • Catalogs are mailed annually to teachers upon publication, or visit us at xxx.xXxxxx.xxx to browse our complete product offering. • For instructions on how to use your quote online, please visit xxxxx://xxx.xxxxxx.xxx/how-to-use-my-quote-numbe • All other catalog terms apply. • Please include quote number on all quotes, orders, and invoices as prepaid and added, FOB Origin, unless otherwise indic ated. Additional fees may be incurred for any special services including, but not limited to, the following: liftgate ser vices, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharg es, residential deliveries, Saturday charge deliveries, inside delivery (threshold only). TIPS VENDOR AGREEMENT, Warranty – Append to end of clause: All warranties from the original manufacturers a re hereby irrevocably assigned to TIPS members and all documents evidencing the same will be included with the i tems. Global Industrial will assist TIPS members in maintaining continuity of such warranties, and shall take all reas onable steps to assist TIPS members in asserting and processing warranty claims directly with the manufacturers. TIPS VENDOR AGREEMENT, Shipments – Strike last sentence. Replace with the following: Orders containing item s deemed non-cancellable or non-returnable shall not be cancellable. TIPS VENDOR AGREEMENT, Payments – Strike “the vendor assigned dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greate r time or as otherwise provided by an agreement of the parties.” Replace with the following: net 30 days from date of invoice (subject to member being approved for open terms). TIPS VENDOR AGREEMENT, Indemnity – Stricken in its entirety. Replace with the following: The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claim s and suits by third parties for injuries to persons (including death), property damages, losses, and expenses inclu ding court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in w hole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, a gents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share as agreed by the parties or as ordered by a court of competent jurisdiction over the case. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any xx xxxxx resulting in litigation. Notwithstanding the foregoing, the indemnification provided hereunder shall not exceed the aggregate amount paid by TIPS or its Members to Contractor for its products under this Agreement. This inde mnity shall expire on the second anniversary of the date of sale of the goods for which indemnity is being claimed. The indemnity provided hereunder shall not apply to any consequential, indirect, incidental, special, punitive, loss of profit or lost opportunity damages. TIPS VENDOR AGREEMENT, Termination for Convenience of TIPS Agreement Only – Strike “The vendor will be p aid for goods and services delivered prior to the termination provided that the goods and services were delivered i n accordance with the terms and conditions of the terminated agreement.” Replace with the following: TIPS membe rs will be responsible for payment of invoices for goods shipped, dated up to and including the date of termination. Special Terms and Conditions, Orders – Strike “3 business days” and replace with the following: “a reasonable xxx e”. Global Industrial does not use Manufacturer’s Suggested Retail Price, but instead offers a discount off our already reduced list price. “List price” shall be defined as that price which is indicated on our website, www.globalindustrial. com, on the date of purchase. Please see full exceptions letter! Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Agreement?

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications li sted listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditi ons conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the St andard Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. TIPS VENDOR AGREEMENTPlease know that, Freight – Stricken as it relates to scope, our commitment to this opportunity is specific to education (Xxxxx Education) related positions. We do not intend to encompass non- education opportunities in its entiretythe scope of this response. Replace Xxxxx Education furnishes all labor, materials, tools, etc. for the provision of staffing services. For the sentence: “The Vendor shall furnish all necessary labor, materials, tools, supplies, equipment, transportation, supervision, management and shall perform all operations necessary and required for services.”, insert the word “staffing” before the word “supervision”. Many states increase statutory unemployment taxes and minimum wage from time to time. To account for the possibility of this unanticipated burden, and to maintain the pricing margins of this contract (the bargain struck with the followingCustomer), in the event of a government-mandated cost increase Xxxxx will adjust its pricing. After this sentence: Freight and shipping cha rges “ALL PRICING SHALL BE FIRM AND CALCULABLE AT THE TIME OF SALE DURING THE LIFE OF THE CONTRACT AND MUST CONFORM AND COMPLY WITH THE VENDOR’S PROPOSED PRICING MODEL IN RESPONSE TO THE ORIGINAL SOLICITATION.”, add: “Upon thirty (30) days prior written notice, TIPS agrees that pricing will be reflected on all quotesadjusted by Vendor annually and, ordersadditionally, to reflect increases in wage and/or related tax, benefit and invoices other costs as prepaid and addedthe result of any legislative change, FOB Originagency guidance or determination, unless otherwise indic ated. Additional fees may be incurred for order or action by or under any special services applicable governmental authority, insurance, or benefit program (including, but not limited to, increases in costs for Vendor to comply with the following: liftgate ser vices, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharg es, residential deliveries, Saturday charge deliveries, inside delivery (threshold onlyprovisions of recent laws or related guidance). TIPS VENDOR AGREEMENT, Warranty – Append to end of clause: All warranties from the original manufacturers a re hereby irrevocably assigned to TIPS members and all documents evidencing the same Adjustments will be included with the i tems. Global Industrial will assist TIPS members in maintaining continuity of such warranties, and shall take all reas onable steps to assist TIPS members in asserting and processing warranty claims directly with the manufacturers. TIPS VENDOR AGREEMENT, Shipments – Strike last sentence. Replace with the following: Orders containing item s deemed non-cancellable or non-returnable shall not be cancellable. TIPS VENDOR AGREEMENT, Payments – Strike “the vendor assigned dealer or applied as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greate r time or as otherwise provided by an agreement of the partieseffective date of the increased tax, benefit, or cost. Vendor will also adjust pricing for changes in sales, use, or gross receipts taxes.” Replace with the following: net 30 days from date of invoice (subject to member being approved for open terms). TIPS VENDOR AGREEMENT, Indemnity – Stricken in its entirety. Replace with the following: The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claim s and suits by third parties for injuries to persons (including death), property damages, losses, and expenses inclu ding court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in w hole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, a gents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share as agreed by the parties or as ordered by a court of competent jurisdiction over the case. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any xx xxxxx resulting in litigation. Notwithstanding the foregoing, the indemnification provided hereunder shall not exceed the aggregate amount paid by TIPS or its Members to Contractor for its products under this Agreement. This inde mnity shall expire on the second anniversary of the date of sale of the goods for which indemnity is being claimed. The indemnity provided hereunder shall not apply to any consequential, indirect, incidental, special, punitive, loss of profit or lost opportunity damages. TIPS VENDOR AGREEMENT, Termination for Convenience of TIPS Agreement Only – Strike “The vendor will be p aid for goods and services delivered prior to the termination provided that the goods and services were delivered i n accordance with the terms and conditions of the terminated agreement.” Replace with the following: TIPS membe rs will be responsible for payment of invoices for goods shipped, dated up to and including the date of termination. Special Terms and Conditions, Orders – Strike “3 business days” and replace with the following: “a reasonable xxx e”. Global Industrial does not use Manufacturer’s Suggested Retail Price, but instead offers a discount off our already reduced list price. “List price” shall be defined as that price which is indicated on our website, www.globalindustrial. com, on the date of purchase. Please see full exceptions letter! Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Agreement?

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications li sted in this lis proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditi ons conditions and information included info or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the St andard Terms Sta and Conditions, Item Specifications, and all other information contained in this Solicitation. TIPS VENDOR AGREEMENT$199.00 minimum order requirement after discount is applied to receive free shipping* TERMS: Net 30 days, Freight – Stricken in its entiretywith approved credit DELIVERY: Approximately 5-7 business days upon receipt of order FREE SHIPPING: Nasco pays ground shipping to school facilities except for live material (“LM” prefix), or items with Truck shipments are dock delivery, Call 0-000-000-0000 for answers to your shipping questions. Replace with the followingPLEASE NOTE: Freight and shipping cha rges • An additional small order handling fee of $5.00 will be reflected applied to orders under $50.00. • A hazardous material surcharge will be added to items with a black diamond (•) or D.O.T. symbol. • Discounts are off current unit price. Qualifying orders will automatically receive the quantity price if lower than the price. • Discounts not valid with any other coupons, offers, sale flyers, or website promotions. • Ready-or-Not Tot® and accessories, STEM 101 Kits, NICERC Kits, Xenopus frogs, live material coupon cards, ALE and accessories, and items with a “KI”, “KC”, “KT”, “NA” or “NZ” prefix are not discounted. • For live material order requirements, please visit xxxxx://xxx.xxxxxx.xxx/shipping#live-material. • Catalogs are mailed annually to teachers upon publication, or visit us at xxx.xXxxxx.xxx to browse our complete offering. • For instructions on how to use your quote online, please visit xxxxx://xxx.xxxxxx.xxx/how-to-use-my-quote-numb • All other catalog terms apply. • Please include quote number on all quotes, orders, and invoices as prepaid and added, FOB Origin, unless otherwise indic ated. Additional fees may be incurred for any special services including, but not limited to, the following: liftgate ser vices, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharg es, residential deliveries, Saturday charge deliveries, inside delivery (threshold only). TIPS VENDOR AGREEMENT, Warranty – Append to end of clause: All warranties from the original manufacturers a re hereby irrevocably assigned to TIPS members and all documents evidencing the same will be included with the i tems. Global Industrial will assist TIPS members in maintaining continuity of such warranties, and shall take all reas onable steps to assist TIPS members in asserting and processing warranty claims directly with the manufacturers. TIPS VENDOR AGREEMENT, Shipments – Strike last sentence. Replace with the following: Orders containing item s deemed non-cancellable or non-returnable shall not be cancellable. TIPS VENDOR AGREEMENT, Payments – Strike “the vendor assigned dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greate r time or as otherwise provided by an agreement of the parties.” Replace with the following: net 30 days from date of invoice (subject to member being approved for open terms). TIPS VENDOR AGREEMENT, Indemnity – Stricken in its entirety. Replace with the following: The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claim s and suits by third parties for injuries to persons (including death), property damages, losses, and expenses inclu ding court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in w hole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, a gents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share as agreed by the parties or as ordered by a court of competent jurisdiction over the case. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any xx xxxxx resulting in litigation. Notwithstanding the foregoing, the indemnification provided hereunder shall not exceed the aggregate amount paid by TIPS or its Members to Contractor for its products under this Agreement. This inde mnity shall expire on the second anniversary of the date of sale of the goods for which indemnity is being claimed. The indemnity provided hereunder shall not apply to any consequential, indirect, incidental, special, punitive, loss of profit or lost opportunity damages. TIPS VENDOR AGREEMENT, Termination for Convenience of TIPS Agreement Only – Strike “The vendor will be p aid for goods and services delivered prior to the termination provided that the goods and services were delivered i n accordance with the terms and conditions of the terminated agreement.” Replace with the following: TIPS membe rs will be responsible for payment of invoices for goods shipped, dated up to and including the date of termination. Special Terms and Conditions, Orders – Strike “3 business days” and replace with the following: “a reasonable xxx e”. Global Industrial does not use Manufacturer’s Suggested Retail Price, but instead offers a discount off our already reduced list price. “List price” shall be defined as that price which is indicated on our website, www.globalindustrial. com, on the date of purchase. Please see full exceptions letter! Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Agreement?

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications li sted listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditi ons conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the St andard Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. TIPS VENDOR AGREEMENT200701 RFP Specifications, Freight – Stricken in its entiretyPricing Models - Global lndustrial does not use Manufacturer’sSuggested Retail Price, but instead offers a discount off our already reduced list price. Replace with “List price” shall be defined as that price which is indicated on our website, xxx.xxxxxxxxxxxxxxxx.xxx, on the following: date of purchase. Please note that pricing on our website is fluid and changing dependent upon market conditions and potential government tariffs. Any discount offered within this proposal shall remain the same for the life of the contract. Products that Global Industrial has deemed essential to COVID-19, or are reduced for inventory reduction or promotional purposes, as well as special order or custom products, are not eligible for any discount. Freight and shipping cha rges charges are also ineligible for discount. ?200701 RFP Specifications, Shipping Cost - Freight and shipping charges will be reflected on all quotes, orders, and invoices as prepaid and added, FOB Origin, unless otherwise indic atedindicated. Additional fees may be incurred for any special services including, but not limited to, the following: liftgate ser vicesservices, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharg essurcharges, residential deliveries, Saturday charge deliveries, inside delivery (threshold only). TIPS ?Notice of Confidentiality of Proposed lnformation – Pricing and discounts provided by Global lndustrial are proprietary and confidential. ?TlPS VENDOR AGREEMENT, Freight – Stricken in its entirety. Replace with the following: Freight and shipping charges will be reflected on all quotes, orders, and invoices as prepaid and added, FOB Origin, unless otherwise indicated. Additional fees may be incurred for any special services including, but not limited to, the following: liftgate services, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharges, residential deliveries, Saturday charge deliveries, inside delivery (threshold only). ?TlPS VENDOR AGREEMENT, Warranty – Append to end of clause: All warranties from the original manufacturers a re are hereby irrevocably assigned to TIPS members and all documents evidencing the same will be included with the i temsitems. Global Industrial will assist TIPS members in maintaining continuity of such warranties, and shall take all reas onable reasonable steps to assist TIPS members in asserting and processing warranty claims directly with the manufacturers. TIPS ?TlPS VENDOR AGREEMENT, Shipments – Strike last sentence. Replace with the following: Orders containing item s items deemed non-cancellable or non-returnable shall not be cancellable. TIPS ?TlPS VENDOR AGREEMENT, Payments – Strike “the vendor assigned dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greate r greater time or as otherwise provided by an agreement of the parties.” Replace with the following: net “shall pay Net 30 days from date of invoice (subject to member being approved for open terms). TIPS .” ?TlPS VENDOR AGREEMENT, Indemnity lndemnity – Stricken in its entirety. Replace with the following: The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claim s claims and suits by third parties for injuries to persons (including death), property damages, losses, and expenses inclu ding including court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in w hole whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, a gentsagents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share as agreed to by the parties or as ordered by a court of competent jurisdiction over the case. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any xx xxxxx resulting in litigation. Notwithstanding the foregoing, the indemnification provided hereunder shall not exceed the aggregate amount paid by TIPS or its Members to Contractor for its products under this Agreement. This inde mnity shall expire on the second anniversary of the date of sale of the goods for which indemnity is being claimed. The indemnity provided hereunder shall not apply to any consequential, indirect, incidental, special, punitive, loss of profit or lost opportunity damages. TIPS VENDOR AGREEMENT, Termination for Convenience of TIPS Agreement Only – Strike “The vendor will be p aid for goods and services delivered prior to the termination provided that the goods and services were delivered i n accordance with the terms and conditions of the terminated agreement.” Replace with the following: TIPS membe rs will be responsible for payment of invoices for goods shipped, dated up to and including the date of termination. Special Terms and Conditions, Orders – Strike “3 business days” and replace with the following: “a reasonable xxx e”. Global Industrial does not use Manufacturer’s Suggested Retail Price, but instead offers a discount off our already reduced list price. “List price” shall be defined as that price which is indicated on our website, www.globalindustrial. com, on the date of purchase. case ... Please see full exceptions letterletter submitted herein! Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Agreement?

Solicitation Exceptions/Deviations Explanation. 9 If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications li sted listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditi ons conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the St andard Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. TIPS VENDOR AGREEMENT200701 RFP Specifications, Freight – Stricken in its entiretyPricing Models - Global lndustrial does not use Manufacturer'sSuggested Retail Price, but instead offers a discount off our already reduced list price. Replace with “List price” shall be defined as that price which is indicated on our website, xxx.xxxxxxxxxxxxxxxx.xxx, on the following: date of purchase. Please note that pricing on our website is fluid and changing dependent upon market conditions and potential government tariffs. Any discount offered within this proposal shall remain the same for the life of the contract. Products that Global Industrial has deemed essential to COVID-19, or are reduced for inventory reduction or promotional purposes, as well as special order or custom products, are not eligible for any discount. Freight and shipping cha rges charges are also ineligible for discount. ?200701 RFP Specifications, Shipping Cost - Freight and shipping charges will be reflected on all quotes, orders, and invoices as prepaid and added, FOB Origin, unless otherwise indic atedindicated. Additional fees may be incurred for any special services including, but not limited to, the following: liftgate ser vicesservices, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharg essurcharges, residential deliveries, Saturday charge deliveries, inside delivery (threshold only). TIPS ?Notice of Confidentiality of Proposed lnformation – Pricing and discounts provided by Global lndustrial are proprietary and confidential. ?TlPS VENDOR AGREEMENT, Freight – Stricken in its entirety. Replace with the following: Freight and shipping charges will be reflected on all quotes, orders, and invoices as prepaid and added, FOB Origin, unless otherwise indicated. Additional fees may be incurred for any special services including, but not limited to, the following: liftgate services, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharges, residential deliveries, Saturday charge deliveries, inside delivery (threshold only). ?TlPS VENDOR AGREEMENT, Warranty – Append to end of clause: All warranties from the original manufacturers a re are hereby irrevocably assigned to TIPS members and all documents evidencing the same will be included with the i temsitems. Global Industrial will assist TIPS members in maintaining continuity of such warranties, and shall take all reas onable reasonable steps to assist TIPS members in asserting and processing warranty claims directly with the manufacturers. TIPS ?TlPS VENDOR AGREEMENT, Shipments – Strike last sentence. Replace with the following: Orders containing item s items deemed non-cancellable or non-returnable shall not be cancellable. TIPS ?TlPS VENDOR AGREEMENT, Payments – Strike “the vendor assigned dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greate r greater time or as otherwise provided by an agreement of the parties.” Replace with the following: net “shall pay Net 30 days from date of invoice (subject to member being approved for open terms). TIPS .” ?TlPS VENDOR AGREEMENT, Indemnity lndemnity – Stricken in its entirety. Replace with the following: The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claim s claims and suits by third parties for injuries to persons (including death), property damages, losses, and expenses inclu ding including court costs and reasonable attorney’s 's fees, arising out of, or resulting from, Vendor’s 's performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in w hole whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, a gentsagents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share as agreed to by the parties or as ordered by a court of competent jurisdiction over the case. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any xx xxxxx resulting in litigation. Notwithstanding the foregoing, the indemnification provided hereunder shall not exceed the aggregate amount paid by TIPS or its Members to Contractor for its products under this Agreement. This inde mnity shall expire on the second anniversary of the date of sale of the goods for which indemnity is being claimed. The indemnity provided hereunder shall not apply to any consequential, indirect, incidental, special, punitive, loss of profit or lost opportunity damages. TIPS VENDOR AGREEMENT, Termination for Convenience of TIPS Agreement Only – Strike “The vendor will be p aid for goods and services delivered prior to the termination provided that the goods and services were delivered i n accordance with the terms and conditions of the terminated agreement.” Replace with the following: TIPS membe rs will be responsible for payment of invoices for goods shipped, dated up to and including the date of termination. Special Terms and Conditions, Orders – Strike “3 business days” and replace with the following: “a reasonable xxx e”. Global Industrial does not use Manufacturer’s Suggested Retail Price, but instead offers a discount off our already reduced list price. “List price” shall be defined as that price which is indicated on our website, www.globalindustrial. com, on the date of purchase. case ... Please see full exceptions letterletter submitted herein! Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Agreement?? No