Terms & Service Descriptions | Wakefern Wholesale

Wakefern Wholesale

Terms & Service Descriptions

Review the terms and detailed descriptions that apply to the wholesale products and services selected in your order form or agreement.

Inventory Management & Replenishment

Service Description
Inventory Management and Replenishment – Retail Operations Support and Technology Solutions

This Service Description (this “Service Description”) sets forth the scope and deliverables related to certain services to be provided by Supplier to the customer identified as “Purchaser” under the Agreement. Capitalized terms used and not otherwise defined in this Service Description will have the meanings provided in the Wholesale Supply and Services Agreement or the Wholesale Services Agreement, as applicable (the “Agreement”), executed by and between Supplier and Purchaser. Purchaser shall, at all times while receiving the Services, be responsible for adhering to the terms and conditions of the Agreement, as well as any additional terms and conditions referenced in the Services and Equipment Order Form (“Order Form”) (including this Service Description) or otherwise provided or made available by Supplier to Purchaser, which are hereby incorporated by reference. Supplier may update this Service Description from time to time, and the then-current version of this Service Description shall apply to the Services provided hereunder.

1. Summary

The Services provide an inventory management and replenishment solution that helps Purchaser support ordering, demand planning, inventory visibility, stock control, and related reporting through operational support, digital tools, and analytics.

Store-level ordering and replenishment support
Demand planning and daily item-level forecasting
Inventory visibility, stock monitoring, and stock controls
Movement, sales, reporting, and inventory valuation support
Standard digital functionality, including search, sort, filter, account settings, preferences, and purchase history
Support: hyper-care support at go-live followed by ongoing support

Software as a Solution. The software component includes a replenishment application that supports forecasting, order creation and adjustments, replenishment item management, inventory monitoring, counting processes, analytics, reporting, and standard user functionality.

AI-driven daily item-level forecasting using relevant demand factors, such as promotions, seasonality, historical movement, and other planning inputs
Automated and manual order creation, adjustments, and replenishment item management
Inventory monitoring, counting processes, analytics, and reporting
Standard user functionality, including search, sort, filter, account management, preferences, and purchase history

Service Details	Explanation
Manual Ordering	Manual ordering of product from Supplier
Perpetual Inventory	Real-time inventory value considering sales and deliveries
Item Forecast	Item-level daily forecast
Computer Generated Ordering	Just-in-time automated ordering leveraging AI, shelf space, forecasts, pricing, and promotions. Orders are generated daily to maintain optimal in-stock conditions and meet customer demand.
Back-up Orders	Emergency back-up orders are available in the event of a system interruption to maintain business continuity.
Inventory Auditing	Audit system or manual adjustments made to inventory
Cycle Counting	Process and reporting for cycle counting
Transfer Item	Inter-organizational recording of goods moving from one department to another or one location to another, including inventory and financial value of transferred goods.
Markdowns and Discards	Manage item markdowns and discards to understand known shrink
DSD Backdoor Receiving	Automated no-touch receiving, ASN receiving, totals-only receiving, and detailed item-level receiving
Financial Inventory	Financial value of perpetual inventory, with automated and manual counting options available
Item Location	Identify the specific item location of each in-store item down to the shelf and position
Reporting	Automated reporting available for many KPIs, including transfers, manual ordering, out-of-stocks, and inventory adjustments
Inventory Management Dashboard	Inventory management metrics and scorecard to understand department-level performance with best practices and system touchpoints with training service component
Shrink	Automated shrink considerations for by-pound items

All services and deliverables not explicitly set forth herein are excluded from the Services.

2. Deliverables

The Services shall include the following “Deliverables” set forth hereunder. Only those Deliverables set forth herein shall be applicable to the Services.

Standard: Analytics & Reporting

Premium: Inventory Management Premium solution with dashboard access, and training services.

3. Service Options

The options set forth in the chart below may, at Wakefern’s discretion, be available to Purchaser for inclusion in the Services. Only those options included in a Services and Equipment Order Form signed by the parties will be included in the Services.

Option(s)	Explanation
DSD Backdoor Receiving	Automated no-touch receiving, ASN receiving, totals-only receiving, and detailed item-level receiving

4. Purchaser Obligations

Purchaser shall adhere to the following obligations to receive the Services.

Purchaser Obligation(s)	Description
Resources	Purchaser will commit the necessary and reasonable resources for implementation and training along with access to operational specialists.
	Purchase will be responsible for implementing and/or deciding to implement Wakefern’s inventory management and replenishment recommendations.
	Purchaser to work with Supplier’s Champion to establish an internal Organizational Change Management to be a Super User(s) to train Purchaser’s personnel.
	Purchaser will be responsible for providing support needed to store level to install replenishment systems including but not limited to inventory counters, department managers, store managers, and receivers.
Data Elements	Shall provide access to any and all relevant data and data requests.
Communication	Purchaser will communicate to selected stores and store personnel to prepare them for any visits by Wakefern personnel.
Decision Making	Purchaser will make decisions in a timely manner to support established project timelines and support operational changes.
Demand Planning + Replenishment	Historical Movement Data (Transition level data for last 24 months). Ongoing Movement Data (Daily level data at the UPC movement in units)
Promotional Data	21 Days of daily and future promotional data to forecast future demand 24 months of historical promotional and pricing data (sale price, regular price, discount mechanics, final price, any data indicating ad positioning) Master Data for any non-Wakefern supplied items (upc, description, uom, pack, related items) Location Master Data- Store Address, zip, state, geo coordinates, order and delivery schedules

5. Maintenance and Support

In House Support	In-house help desk will intake troubleshooting, address issues and concerns, and help escalate tickets.
Scheduled Maintenance	_X_Yes __No If yes, please specify: CGO Help Support via phone and email from 6am to 3pm Monday through Friday with more detailed support options available

6. Dependencies

In addition to any warranty disclaimers or liability limitations set forth elsewhere in the Agreement, (a) Supplier does not make any warranties regarding, and Supplier is not responsible or liable for, any acts, omissions, errors, delays, defects, or failures of Purchaser or Purchaser’s telecommunications carriers, internet service providers, end users, or third-party service providers; (b) Supplier does not guarantee uninterrupted or error-free service, any specific level of network availability, throughput, latency, or call quality, or any particular results arising from or related to the Services or any designs, configurations, recommendations, or other deliverables provided by Supplier hereunder; and (c) Supplier’s performance hereunder is dependent on the receipt of (and Purchaser shall ensure the timely provision of) accurate and complete information, materials, system access, and network configuration details from Purchaser and any applicable third-party service providers, and any failure by Purchaser or such third parties to provide the foregoing shall not constitute a breach by Supplier and may, at Supplier’s option, result in adjustments to the schedule, scope, or fees for the Services.

Electronic Shelf Labels

Service Description
Electronic Shelf Label Program

Service Description

1(a). Summary of Services. Supplier will provide services to support the implementation of digital electronic shelf labeling technology (“Electronic Shelf Labels” or “ESL(s)”), including installation, system integration, and, where set forth in the applicable Order Form, ongoing operational support for Purchaser’s retail locations, as further described in this Service Description and the Order Form (the “Services”). Purchaser shall comply with the service specific terms and conditions specified in Exhibit A attached to the Order Form, incorporated herein by reference (“Terms and Conditions”).

1(b). Scope of Services. The Services under this Service Description consist of the following ESL services set forth herein and are provided pursuant to an Order Form.

Assessment

Assessment of Purchaser’s selected retail locations to provide a high-level overview of ESL functionality and define the scope of an ESL project, which may include evaluation of tag counts, label size and placement options, and fixture and infrastructure requirements.

Project Quotation

Provide a quote for the ESL project, which may include ESL tag quantities and specifications (including size, color, and options), applicable software components, required communication gateway equipment for WiFi (to be installed by Purchaser), fixture requirements, installation services, estimated costs, and anticipated timelines.

Quotes are based on (i) the above assessment of the retail locations and installed equipment, and/or (ii) SKU or item counts by department provided by Purchaser. All quotes are dependent on the accuracy and completeness of the information provided by Purchaser and are subject to adjustment based on actual site conditions.

Services and related equipment will be ordered only following Purchaser’s written approval of the applicable quote and execution of an Order Form reflecting agreed‑upon scope, pricing, and anticipated timelines.

Pre‑Installation Planning

Development of a pre‑installation project plan, which may include system readiness checks, verification of price load functionality, ESL display template configuration to confirm how information is displayed in collaboration with Purchaser (where applicable), and confirmation of communication gateway installation.

Installation and Activation Services

Installation, configuration, and activation of ESLs at the selected retail locations in substantial accordance with the specifications set forth in the Order Form, including fixture tags, display and template configuration, and related installation support testing activities.

Initial training provided at the time of ESL activation for designated Purchaser personnel, which may cover ESL tag assignment procedures and activation workflows. Any additional or refresher training requested by Purchaser is subject to the scope and fees specified in the applicable Order Form.

Exclusions

The Services do not include Point of Sale (“POS”) pricing uploads or POS system integration. Gateway installation and configuration, pricing uploads, and pricing data management are the sole responsibility of Purchaser, and shall be performed by Purchaser or its POS provider. Supplier is not responsible or liable for any acts, omissions, errors, delays, or failures of Purchaser’s POS provider or any other third-party service provider engaged by or on behalf of Purchaser.

All services not explicitly set forth herein are excluded from the Services under this Service Description.

Service Options

The options set forth in the chart below may, at Supplier’s discretion, be made available to Purchaser for inclusion in the Services, at additional cost. Only those options expressly included in an Order Form signed by the parties will be included in the Services and are subject to the additional fees and terms set forth in the applicable Order Form.

Option(s)	Explanation
Customer Performed Installation	Following an initial installation performed by Supplier, Purchaser may perform subsequent installations, subject to Purchaser submitting an Order Form with the requested hardware and equipment. Supplier is not responsible for Purchaser-performed installations.
Gateway installation w/in client network	Installation of communication gateways within Purchaser’s facilities and coordination of network connectivity, where requested. Responsibility for ceiling installation and network access will be confirmed in advance.
Pricing Data Feed Support	Support related to the pricing data feed for ESLs. Pricing updates remain the responsibility of Purchaser and Purchaser’s POS provider. Any assistance provided is subject to the scope and fees specified in the applicable Order Form.

Purchaser Obligations

Purchaser shall adhere to the following obligations to receive the Services.

Purchaser Obligation(s)	Description
Acceptance	Timely review and approval of installation outcomes and any deliverables expressly identified in the applicable Order Form.
Systems and Data Access	Ensure that Purchaser-managed systems, pricing data, and POS systems are secure and otherwise ready to support ESL installation and activation, and that required system access and technical information are made available as reasonably necessary.
Scheduling	Facilitate initial training sessions for Purchaser personnel.
Network and Gateway Configuration	Configuration and installation of secure, continuously available communication gateways and related network infrastructure required for ESL operation.
Pricing Data Management	Management, accuracy, and uploading of pricing data, including coordination with Purchaser’s POS provider.
Scheduling and Site Access	Provide reasonable access to retail locations and coordinate installation and activation scheduling, including availability of appropriate store personnel.
Personnel and Coordination	Designation of appropriate Purchaser personnel or third-party providers to support installation coordination, activation activities, and ongoing operational communications.

Maintenance and Support

Hours of Operation	24/7 helpdesk with ticketing system
Scheduled Maintenance and Support	Post‑installation support and maintenance (including troubleshooting or replacements, if requested) are offered on an as-needed basis through a third‑party service provider designated by Supplier. Support services are subject to separate fees set forth in an Order Form or otherwise agreed in writing.

Dependencies

In addition to any warranty disclaimers or liability limitations set forth elsewhere in the Agreement, (a) Supplier does not make any warranties regarding, and Supplier is not responsible or liable for, any acts, omissions, errors, delays, defects, or failures of Purchaser or Purchaser’s POS systems, pricing data, network infrastructure, communication gateways, end users, or third‑party service providers; (b) Supplier does not guarantee any particular results arising from or related to the Services or any designs, configurations, recommendations, or other deliverables provided by Supplier hereunder, and (c) Supplier’s performance hereunder is dependent on the receipt of (and Purchaser shall ensure the timely provision of) accurate and complete information, materials, system access, and coordination from Purchaser and any applicable third-party service providers, and any failure by Purchaser or such third parties to provide the foregoing shall not constitute a breach by Supplier and may, at Supplier’s option, result in adjustments to the schedule, scope, or fees for the Services.

Engineering Project Management

Service Description

Project Management

This Services Description (this “Service Description”) sets forth the scope and deliverables related to the store project management services to be provided by Supplier to the Purchaser identified as “Purchaser” under the Agreement. Capitalized terms used and not otherwise defined in this Services Description will have the meanings provided in the Wholesale Supply and Services Agreement or the Wholesale Services Agreement, as applicable (the “Agreement”), executed by and between Supplier and Purchaser. Purchaser shall, at all times while receiving the Services, be responsible for adhering to the terms and conditions of the Agreement, as well as any additional terms and conditions referenced in the Services and Equipment Order Form (“Order Form”) (including this Service Description) or otherwise provided or made available by Supplier to Purchaser, which are hereby incorporated by reference. Supplier may update this Service Description from time to time, and the then-current version of this Service Description shall apply to the Services provided hereunder.

Services Description.
Summary of Services: Project management, consulting, or other professional services related to project management as further provided herein.
Scope of Services. The Services under this Service Description will include one or more of the following services that may be ordered by Purchaser in the Order Form:
Project Management: Oversee the entire process from planning to store opening. Provide coordination in design, budgeting, permitting, procurement, and construction activities, designed to support alignment with brand standards and operational needs.
Project Consulting: Support the planning, design, and development of grocery store projects. The consultant will provide expert guidance on Project Planning, Design Guidance, Vendor & Contractor Coordination, Construction and coordination with Architect & MEP Engineers.

All services not explicitly set forth herein are excluded from the Services.

Deliverables.
The Services under this Service Description will include the following Deliverables as applicable based on the Services actually ordered by Purchaser in the Project Management Order Form.
Project Management
Project Initiation & Planning
Define project goals, objectives, and success criteria
Establish budget, timeline, and resource requirements
Conduct feasibility studies and site assessments
Coordinate with stakeholders (corporate, real estate, operations, etc.)
Create a Scope of Work
Design Management
Manage selection of architects, designers, and consultants
Oversee development of schematic design, design development, and construction documents
Support adherence to brand standards and retail experience guidelines
Coordinate value engineering and cost optimization efforts
Facilitate design reviews and approvals
Procurement & Vendor Coordination
Develop procurement strategy and schedule
Solicit bids and manage RFP/RFQ processes
Negotiate contracts with general contractors, suppliers, and service providers
Oversee procurement of FF&E (furniture, fixtures & equipment) and IT systems
Construction Management
Manage construction schedule, budget, and quality
Conduct regular site inspections and progress meetings
Resolve issues and change orders promptly
Monitor contractors’ safety and regulatory compliance efforts (such compliance remains the responsibility of the applicable contractors and design professionals)
Coordinate with landlord and adjacent tenants (if applicable)
Store Setup & Merchandising
Coordinate delivery and installation of fixtures, signage, and equipment
Oversee merchandising setup and visual standards
Support inventory delivery and setup
Project Close-Out
Assist with final inspections
Develop punch lists for close-out
Oversee commissioning of systems (HVAC, lighting, POS, etc.)
Coordinate delivery of documentation and warranties
Facilitate training for store staff and operations team on equipment
Manage store opening readiness and launch support
Project Consulting:
Project Planning Written feedback and recommendation on defining budgets and timeline
Design Guidance Advise on store layout, store flow, building materials and backroom efficiency.
Vendor & Contractor Coordination Recommendation trusted suppliers and contractors for fixtures, equipment, and services.
Construction Consulting Recommendations on project progress, issue resolution and quality standards.
Coordination with Architects and MEP Engineers:
Support Purchaser’s designated architect and/or engineering team during construction process and provide guidance on construction documents.
Service Options – Not Applicable
Purchaser Obligations
Purchaser shall cooperate reasonably and in good faith with Supplier in its provision of the Services, including, without limitation:

Purchaser Obligation(s)	Description
Resource & Staff	Provide sufficient resources and knowledgeable employees or staff from Purchaser to support the Services.
Materials & Plans	Provide timely access to accurate and complete Purchaser materials and plans, including, but not limited to, store plans in AutoCAD format, and equipment specification sheets.
Respond to Requests	Provide timely, accurate, and complete responses to inquiries or requests for feedback or information from Supplier.
Appoint Point of Contact	Designate a Purchaser representative to serve as a primary point of contact for Supplier and authorized to make decisions on behalf of Purchaser.
Participate in Meetings	Actively participate in scheduled project meetings with Supplier.
Comply with Agreement	Abide by Purchaser obligations specified in the Agreement and applicable Order Form.

Consequences of Non-Compliance
If Purchaser’s failure to comply with Section 3 Purchaser Obligations prevents or unreasonably delays Supplier from performing the Services, then, (i) Supplier will not be responsible for any delays or liabilities resulting therefrom and (ii) at Supplier’s reasonable discretion, Supplier may terminate its obligation to continue performing the affected portion of the Service.
Maintenance and Support – Not Applicable
Dependencies.
In addition to any warranty disclaimers or liability limitations set forth elsewhere in the Agreement, (a) Supplier does not make any warranties regarding, and Supplier is not responsible or liable for, any activities, decisions, services, or deliverables of any architects, engineers, or other third-party service providers; (b) Supplier does not guarantee any particular results arising from or related to any plans, designs, drawings, feedback, or recommendations provided by Supplier; and (c) Supplier’s performance hereunder is dependent on the receipt of (and Purchaser shall ensure the provision of) timely, accurate, and complete information and materials from Purchaser and any applicable architects, engineers, or other third-party service providers.

Store Retail Engineering

Service Description
Store Engineering Services

This Services Description (this “Service Description”) sets forth the scope and deliverables related to the store engineering services to be provided by Supplier to the Purchaser identified as “Purchaser” under the Agreement. Capitalized terms used and not otherwise defined in this Services Description will have the meanings provided in the Wholesale Supply and Services Agreement or the Wholesale Services Agreement, as applicable (the “Agreement”), executed by and between Supplier and Purchaser. Purchaser shall, at all times while receiving the Services, be responsible for adhering to the terms and conditions of the Agreement, as well as any additional terms and conditions referenced in the Services and Equipment Order Form (“Order Form”) (including this Service Description) or otherwise provided or made available by Supplier to Purchaser, which are hereby incorporated by reference. Supplier may update this Service Description from time to time, and the then-current version of this Service Description shall apply to the Services provided hereunder.

Services Description

1a. Summary of Services: Design, consulting, or other professional services as further provided herein.

1b. Scope of Services. The Services set forth in this Service Description shall include the following (as ordered by Purchaser in the Order Form:

I. Conceptual Planning & System Design

Develop a customized Refrigeration concept that is designed to promote energy efficiency, operational reliability, and sustainability.

Develop designs intended to comply with applicable local, state, and federal regulations, including environmental and safety standards.

Collaborate with stakeholders to align system capabilities with store layout, merchandising strategies, and long-term operational goals.

II. RFP Development & Bid Qualification

Prepare detailed Request for Proposal (RFP) documents for equipment procurement and installation services.

Define technical specifications, performance criteria, warranty requirements, and service expectations.

Manage the bid process, including:

Distribution of RFPs to qualified vendors.

Evaluation and scoring of proposals based on cost, compliance, experience, and value.

Recommendation of preferred vendors based on objective criteria. Final vendor and contractor selection decisions remain the sole responsibility of Purchaser.

III. Construction Meeting Attendance & Coordination

Represent client interests during construction meetings to ensure alignment between design intent and field execution.

Facilitate communication between contractors, engineers, and store operations teams.

Address technical questions, resolve conflicts, and support timely decision-making.

IV. Installation Oversight & Quality Assurance

Provide on-site and remote oversight during equipment installation and system commissioning.

Verify that installations adhere to design specifications, safety standards, and manufacturer guidelines.

Conduct inspections and be present for performance testing to assess whether systems are operational before handover.

All services not explicitly set forth herein are excluded from the Services.

Deliverables

The Services shall include the following “Deliverables” set forth hereunder. Only those Deliverables set forth herein shall be applicable to the Services.

Conceptual Plan – drawing
Proposed Plan to include Refrigeration circuit layout, compressor rack, evaporator and condenser/gas cooler/fluid cooler

locations, underground pit and trenching routing, intended path of main overhead piping.

Refrigeration Schedules (Legend) – document

Supplier will develop or obtain from the Original Equipment Manufacturer (OEM) a refrigeration legend, detailing the breakdown of individual refrigeration circuits by system.

RFP Bid Package – document

Complete bid package including scope of work, conceptual plan, technical specifications, and evaluation criteria. A bid analysis report including a comparative summary of vendor proposals with scoring and recommendations will be provided.

Project Closeout – document

Punchlist report, as-builts, summary of equipment warranty information.
Purchaser Obligations

Purchaser shall cooperate reasonably and in good faith with Supplier in its provision of the Services, including, without limitation:

Purchaser Obligation(s)	Description
Resource & Staff	Provide sufficient resources and knowledgeable employees or staff from Purchaser to support the Services.
Materials & Plans	Provide timely access to accurate and complete Purchaser materials and plans, including, but not limited to, store plans in AutoCAD format, and equipment specification sheets.
Respond to Requests	Provide timely, accurate, and complete responses to inquiries or requests for feedback or information from Supplier.
Appoint Point of Contact	Designate a Purchaser representative to serve as a primary point of contact for Supplier and authorized to make decisions on behalf of Purchaser.
Participate in Meetings	Actively participate in scheduled project meetings with Supplier.
Comply with Agreement	Abide by Purchaser obligations specified in the Agreement and applicable Order Form.

Consequences of Non-Compliance

If Purchaser’s failure to comply with Section 3 Purchaser Obligations prevents or unreasonably delays Supplier from performing the Services, then, (i) Supplier will not be responsible for any delays or liabilities resulting therefrom and (ii) at Supplier’s reasonable discretion, Supplier may terminate its obligation to continue performing the affected portion of the Service.

Dependencies.
In addition to any warranty disclaimers or liability limitations set forth elsewhere in the Agreement, (a) Supplier does not make any warranties regarding, and Supplier is not responsible or liable for, any activities, decisions, services, or deliverables of any architects, engineers, or other third-party service providers; (b) Supplier does not guarantee any particular results arising from or related to any plans, designs, drawings, feedback, or recommendations provided by Supplier; and (c) Supplier’s performance hereunder is dependent on the receipt of (and Purchaser shall ensure the provision of) timely, accurate, and complete information and materials from Purchaser and any applicable architects, engineers, or other third-party service providers.

Third Party Mall Gift Cards

Wakefern Food Corp.

Service Description – Third Party (Mall) Gift Cards

Amended January 13, 2026

Capitalized terms used and not otherwise defined in this Services Description will have the meanings provided in the Wholesale Supply and Services Agreement or the Wholesale Services Agreement, as applicable.

Services Description

1a. Summary of Services. The wholesale customer will be able to sell third party gift cards (Macy’s, Home Depot, etc.) in their store.

1b. Scope of Services. The Services set forth in this Service Description shall include the following: Wakefern currently has an agreement in place with Blackhawk to sell third party gift cards on all our banners. To have Wakefern’s wholesale customers utilize Blackhawk, Wakefern will need to sign a wholesale agreement with Blackhawk, which signifies we’d be bringing on additional chains to the program. There are two paths we could then go down. The first would be a “referral program”, where Wakefern would simply refer the customer to Blackhawk. The customer would need to go through an application process to have a risk review and bank check completed. The retailer would need to sign an agreement with Blackhawk directly. Additionally, POS requirements would need to be met by the retailer. Separately, Wakefern would communicate to Blackhawk what percentage of the commission would go to Wakefern and what percentage would go to the retailer. For example, if a Macy’s gift card has a commission rate of 8%, Wakefern could take 3% and the retailer takes 5%. In this scenario, Blackhawk would directly pay Wakefern 3% after the retailer pays their bills. The other way this could be approached is that Wakefern manages all the financial settlements of the retailer, handles POS, and Wakefern indemnifies the retailer. The latter is not the common approach.

All services not explicitly set forth herein are excluded from the Services.

Deliverables

The Services shall include the following “Deliverables” set forth hereunder. Only those Deliverables set forth herein shall be applicable to the Services.

Blackhawk will send gift cards to stores for inventory management purposes
Blackhawk will provide fixture options for retailer to purchase
Blackhawk will provide generic card art for awareness purposes
Blackhawk will provide a wholesale customer support line for stores to call with issues

Service Options

Option(s)	Explanation
Gift Card Fixture	If retailer does not have POG space to merchandise cards, stand alone and end cap fixtures are available for purchase
Merchandising Visits	Dependent upon geographic location, retailer may have the ability to pay for merchandising visits to maintain POG

Services Term

The term of the Services (the “Services Term”) shall be subject to adjustment as mutually agreed upon by the parties in writing. Any extension, modification, or termination of the Services Term shall be governed by the terms and conditions of this agreement and any applicable order form executed by the parties.

Purchaser Obligations

Purchaser shall adhere to the following obligations to receive the Services.

Purchaser Obligation(s)	Description
Portal Application	Required to pass bank and risk check. The principal owner of the retailer must be the authorizer for this. Federal Tax ID and banking information will be required.
POS Tech	Retailer must integrate directly with Blackhawk for purpose of card activation
New Item Setup	Retailer will need to set items up in their POS (similar to Wakefern staff doing so in the New Item Portal)
FINCEN requirements	Retailer must adhere to FINCEN requirements (selling of excess cards to one customer, etc.)

Maintenance and Support

Hours of Operation	24/7
Scheduled Maintenance / Support	Yes. There is a dedicated wholesale support line available to call.

Purchaser shall, at all times while receiving the Service, be responsible for adhering to the terms and conditions of the Wholesale Domestic Supply and Services Agreement or the Wholesale Services Agreement (as applicable) as well as any additional terms and conditions referenced in the Order Form or provided by ‘NewCo’ to Purchaser.

Service descriptions

Point of Sale & Electronic Payments

Credit Card Processing

Flyer Support

Inventory Management & Replenishment

Financial Services

Electronic Shelf Labels

Digital Commerce Services

Delivery Ecosystem Development

Merchandising & Retail Support

Store Equipment

Data Center Hosting

Price Optimization

Engineering Project Management

Store Retail Engineering

Third Party Mall Gift Cards