HEREIN INCORPORATED BY
REFERENCE.
TO THE EXTENT OF ANY CONFLICT BETWEEN THE SUPPLIER BUYING AGREEMENT
AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, THE TERMS AND CONDITIONS
SET FORTH HEREIN SHALL CONTROL.
ARTICLE VII.
CONSUMER ISSUES
7.01
CUSTOMER COMPLAINTS.
HOME DEPOT SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO NOTIFY UIC OF ANY END-USER CONSUMER COMPLAINTS WITH RESPECT TO THE
PRODUCTS THAT IT RECEIVES.
WITH RESPECT TO VIGORO-BRANDED PRODUCTS MANUFACTURED
FOR HOME DEPOT BY THIRD PARTY LICENSEES, HOME DEPOT AND/OR SUCH THIRD PARTY
LICENSEE SHALL TAKE ALL COMMERCIALLY REASONABLE STEPS TO RESOLVE SUCH CONSUMER
COMPLAINTS TO THE CONSUMER'S SATISFACTION AND TO PROTECT THE REPUTATION OF AND
GOODWILL ASSOCIATED WITH THE MARKS AND SHALL REASONABLY ASSIST UIC IN ANY
INVESTIGATION RELATED TO SUCH COMPLAINT.
ARTICLE VIII.
SALES AND MARKETING OBLIGATIONS
8.01
BY UIC.
IN CONNECTION WITH THE ANNUAL FORECAST FOR PRODUCT VOLUMES
TO BE PROVIDED BY HOME DEPOT PURSUANT TO SECTION 6.01, THE PARTIES SHALL MEET
AND IN GOOD FAITH AGREE UPON UIC'S FORECASTED ANNUAL REVENUES (LESS FORECASTED
RETURNS) FOR THE CORRESPONDING YEAR.
DURING EACH MONTH OF EACH CONTRACT YEAR,
HOME DEPOT SHALL BE PERMITTED TO DEDUCT FROM ITS MONTHLY INVOICE PAYMENT
REQUIREMENTS THE PERCENTAGE OF SUCH FORECASTED ANNUAL REVENUE THAT IS SPECIFIED
IN SECTION 8.01 OF SCHEDULE E.
8.02
BY HOME DEPOT.
HOME DEPOT SHALL DISPLAY AND PROMOTE THE VIGORO
BRAND AND STACK AND DISPLAY VIGORO FERTILIZER IN THOSE HOME DEPOT STORES THAT
ARE TO DISTRIBUTE VIGORO FERTILIZER PURSUANT TO HOME DEPOT'S 2004 FERTILIZER
PLANOGRAM AND IN THOSE HOME DEPOT STORES THAT ARE SUBSEQUENTLY OPENED IN THE
SAME TERRITORIES WHICH CARRY PRODUCTS OF THE NAME NATURE AS THE PRODUCTS.
HOME
DEPOT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ADVERTISE, MARKET AND PROMOTE
THE VIGORO BRAND IN THE UNITED STATES AND ITS TERRITORIES AND POSSESSIONS.
ARTICLE IX.
REPORTS AND RECORDS
9.01
REPORTS.
A.
BY HOME DEPOT.
WITHIN THIRTY (30) DAYS AFTER THE END OF EACH
CALENDAR QUARTER, HOME DEPOT SHALL PROVIDE TO UIC (I) A WRITTEN REPORT OF THE
NUMBER AND DOLLAR AMOUNTS OF ALL VIGORO-BRANDED PRODUCTS, BROKEN OUT BY PRODUCT,
PURCHASED BY HOME DEPOT FROM A THIRD PARTY LICENSEE DURING SUCH QUARTER, AND
(II) A COPY OF HOME DEPOT'S "RETURN TO VENDOR REPORT" (OR ANY SUBSTITUTE OR
SUCCESSOR REPORT CONTAINING SUBSTANTIALLY THE SAME INFORMATION) FOR EACH THIRD
PARTY LICENSEE.
IN ADDITION, HOME DEPOT SHALL REASONABLY REPORT ANY ISSUES OR
PROBLEMS OF WHICH HOME DEPOT IS AWARE IN CONNECTION WITH THE QUALITY OF A
VIGORO-BRANDED PRODUCT PROVIDED BY A THIRD PARTY LICENSEE.
16
B.
BY THIRD PARTY LICENSEES.
HOME DEPOT SHALL CAUSE THE THIRD PARTY
LICENSEES TO MAKE REPORTS AND ACCOMPANYING ROYALTY PAYMENTS TO UIC NOT LESS
FREQUENTLY THAN QUARTERLY.
SUCH THIRD PARTY LICENSEES SHALL BE SUBJECT TO
REASONABLE AUDIT AND INFORMATION REPORTING REQUIREMENTS IN ADDITION TO THOSE
REQUIRED HEREIN.
C.
ANNUAL REPORT.
ON OR BEFORE FEBRUARY 28TH, OF THE FOLLOWING
YEAR, OR AS SOON THEREAFTER AS IS REASONABLY PRACTICABLE, THE PARTIES SHALL MEET
AND AGREE ON, AND DOCUMENT:
(I) THE AMOUNTS OF PRODUCTS PURCHASED BY HOME DEPOT
DURING THE PRECEDING YEAR