KeystoneOS Cost Plus Program Terms and Restrictions

Effective date: October 7, 2026. Version 1.0.

These Program Terms govern the KeystoneOS Cost Plus membership offered by Keystone Supply Group, Edina, Minnesota ("Keystone"). Enrolling, paying the Fee or placing an Eligible Order means you accept these Program Terms.

1. Definitions

• Member: the single legal entity named on the enrollment that has paid the Fee and signed the Enrollment Agreement.
• Fee: the annual membership payment for the Member's tier in Section 3.
• Enrollment Date: the date Keystone has received both the Fee and the signed Enrollment Agreement.
• Membership Year: the 12 months starting on the Enrollment Date, and each 12-month renewal term after it.
• Annual Purchasing Limit: the maximum net product purchases eligible for Member Price in a Membership Year for the Member's tier.
• Keystone's Cost: Keystone's landed cost for an item: the supplier's invoice price before any cash, early-payment or volume discount, rebate or credit Keystone may earn, plus inbound freight, duties, tariffs and supplier surcharges on the goods. It excludes Keystone's warehouse, handling and outbound freight. For Rx-only devices and prescription drugs, it means the licensed distribution partner's invoice to Keystone, including that partner's freight, handling and temperature-control charges.
• Member Price: Keystone's Cost plus 5 percent, calculated per item on the date Keystone accepts the order.
• Eligible Order: an order the Member places for its own use during the Membership Year, to a ship-to address on the Enrollment Agreement, that Keystone accepts. Orders for resale, orders priced under a separate government or GPO contract, and orders placed before the Enrollment Date or after termination are not Eligible Orders.
• Standard Pricing: Keystone's website, quote or contract pricing without the Program.

2. Eligibility and the 100-member limit

• The Program is for businesses, healthcare facilities, government bodies and institutions buying for their own use. Consumers, distributors, resellers, brokers and buying agents are not eligible.
• One membership covers one legal entity and the commercial ship-to addresses on its Enrollment Agreement. Affiliates and additional facilities join by written addendum, which may carry its own Fee or limit.
• Keystone may decline an enrollment for credit, licensing or eligibility reasons and refunds in full any Fee paid for a declined enrollment.
• Enrollment is limited to the first 100 active memberships. Keystone may close enrollment at 100 and keep a waitlist; a lapsed membership reopens a seat.

3. Membership tiers and fees

Tier	Annual Purchasing Limit	Annual Fee
Tier 1	Up to $500,000	$5,000
Tier 2	Up to $1,000,000	$10,000
Tier 3	Up to $5,000,000	$15,000
Above $5,000,000	By written addendum	Call (507) 237-6036

The Fee is due in full at enrollment and on each renewal date, by card, ACH, wire or an invoice on approved Net terms. Member Price and free shipping start on the Enrollment Date. The Fee is non-refundable and non-transferable except as stated in Sections 2 and 9, and excludes any sales or use tax.

4. Member pricing

• Member Price is Keystone's Cost plus 5 percent on every Eligible Order, including quote-only and special orders.
• The account team applies Member Price on quotes, draft orders and invoices, and at checkout where the store supports it; a checkout that shows Standard Pricing on an Eligible Order is corrected before shipment or credited.
• Member Price moves with Keystone's Cost in both directions; there is no held pricing. If Keystone's Cost changes between acceptance and shipment, Keystone notifies the Member, who may cancel the affected line. Quotes on public bids are held through the award as stated on the quote.
• If a website, clearance or promotional price is lower than Member Price, the Member pays the lower price with no further discount.
• Member Price is net pricing and does not stack with GPO, contract or promotional pricing, volume breaks, the prompt-pay discount in Keystone's Terms and Conditions, or any other discount or free-freight offer. Where a government or GPO contract also applies, each order is priced under the Program or the contract, whichever is lower, never both; contract-priced orders do not count toward the Annual Purchasing Limit.
• Rx-only devices and prescription drugs stay quote-only and receive Member Price once the Member's Rx-Only Purchaser Attestation is on file and verified. Prescription drugs are never sold to individuals.
• Cost verification: once per calendar quarter the Member may ask Keystone to verify Keystone's Cost on up to ten invoiced items; Keystone shows redacted supplier documentation within ten business days.

9. Term, automatic renewal and cancellation

• The initial term is 12 months from the Enrollment Date.
• The membership renews automatically for successive 12-month terms at the then-current Fee for the Member's tier unless either party gives written notice of non-renewal at least 30 days before the renewal date. Notice to Keystone goes to Orders@KeystoneSupplyGroup.com with "KeystoneOS" in the subject line.
• Keystone sends a renewal notice at least 45 days before each renewal date stating the renewal Fee, the renewal date and how to cancel. The renewal Fee is charged on the renewal date to the payment method on file or invoiced for ACH or wire.
• Keystone may change the Fee, these Program Terms or the included services for the next term, or decline to renew, with at least 60 days written notice before the renewal date; changes do not apply to the current Membership Year.
• The Member may cancel at any time by written notice. Mid-term cancellation ends Member Price and free shipping on the cancellation date and does not refund the Fee.
• Keystone may terminate immediately by written notice, without refund, for non-payment, resale of goods bought at Member Price, misuse of cost information, failed license verification, or breach of these Program Terms or Keystone's Terms and Conditions. Keystone may terminate for convenience on 30 days written notice with a refund of the Fee prorated for the full months remaining.
• Orders accepted before termination are filled at Member Price. Sections 10, 13 and 14 survive termination.

10. Confidentiality of cost information

Member Price, Keystone's Cost, cost verification documents and any cost analysis Keystone delivers are Keystone's confidential information, for use only inside the Member's organization to evaluate and place orders. The Member will not disclose them to other suppliers, distributors, GPOs, consultants or buying groups, publish them, or use them to benchmark or negotiate with third parties, for three years after the membership ends. Legally required disclosure is permitted with prompt notice to Keystone.

11. Taxes

The Fee and all product prices exclude sales, use and similar taxes, which Keystone collects where required. To buy tax-exempt, the Member provides a completed exemption certificate (Minnesota Form ST3 or its state's equivalent) at enrollment, before the first Eligible Order ships, and is responsible for any tax, penalty or interest from an invalid certificate.

12. Relationship to other Keystone terms

These Program Terms are a written supply agreement under Keystone's Terms and Conditions. Keystone's Terms and Conditions, Shipping Policy, Return Policy, Refund Policy, Product Disclaimers and Rx-Only Purchaser Attestation apply to every Eligible Order and are incorporated by reference; these Program Terms control on pricing, shipping, fees and the membership term, and those documents control on every other subject. Enrollment does not oblige Keystone to accept any particular order, and different or additional terms in a Member's purchase order or vendor portal are rejected unless Keystone accepts them in a signed writing. Shortages, allocations or events beyond Keystone's control do not suspend the Fee or extend the Membership Year.