GOOD
FAITH EFFORTS TO FILL SUCH ORDERS WITHIN THE ANNUAL FORECASTED VOLUMES
DETERMINED BY THE PARTIES PURSUANT TO SECTION 6.01 PROVIDED, HOWEVER, THAT UIC'S
FAILURE TO FULFILL ANY ORDER SHALL NOT BE DEEMED A MATERIAL BREACH OF THIS
AGREEMENT.
ALL PRODUCTS SHALL BE DELIVERED FOB THE RESPECTIVE DESTINATION HOME
DEPOT STORE, TRANSIT FACILITY OR DISTRIBUTION CENTER.
TITLE TO AND ALL
INCIDENTS OF OWNERSHIP OF PRODUCTS SHALL TRANSFER TO THE HOME DEPOT AT THE TIME
OF DELIVERY TO THE RESPECTIVE DESTINATION HOME DEPOT LOCATION.
ADDITIONAL TERMS
AND CONDITIONS RELATED TO UIC'S SUPPLY OBLIGATIONS UNDER THIS AGREEMENT ARE SET
FORTH IN SECTION 6.04 OF SCHEDULE E.
6.05
QUALITY STANDARDS.
THE PRODUCTS AT THE TIME OF DELIVERY TO ANY
HOME DEPOT LOCATION SHALL MEET QUALITY STANDARDS AGREED TO BY THE PARTIES FROM
TIME TO TIME.
UIC AGREES TO COMPLY WITH THOSE ENVIRONMENTAL, HEALTH AND SAFETY
STANDARDS IMPLEMENTED BY HOME DEPOT FROM TIME TO TIME GENERALLY FOR SUPPLIERS OF
CHEMICALS, FERTILIZERS, PESTICIDES OR OTHER LAWN AND GARDEN PRODUCTS.
6.06
CONTROL OF PRODUCTS.
UIC SHALL HAVE SOLE CONTROL OVER ITS PRODUCT
FORMULATIONS AND METHODS OF MANUFACTURE; PROVIDED, HOWEVER, THAT UIC SHALL
PROVIDE HOME DEPOT WITH REASONABLE PRIOR NOTIFICATION OF ANY ANTICIPATED CHANGE
IN PRODUCT FORMULATION FOR ANY EXISTING PRODUCT THAT WOULD REASONABLY BE
EXPECTED TO AFFECT THE EFFICACY OF SUCH PRODUCT.
IN THE EVENT THAT HOME DEPOT
OBJECTS IN WRITING TO SUCH CHANGE IN PRODUCT FORMULATION WITHIN TEN (10)
BUSINESS DAYS, THEN UIC AND HOME DEPOT SHALL MEET TO DISCUSS HOME DEPOT'S
CONCERNS AND, IF HOME DEPOT DOES NOT WITHDRAW ITS OBJECTION, THEN UIC SHALL NOT
IMPLEMENT ANY SUCH CHANGE IN PRODUCT FORMULATION FOR PRODUCTS SUPPLIED TO HOME
DEPOT.
NOTHING HEREIN SHALL PREVENT UIC OR ANY PERSON AUTHORIZED BY UIC FROM
USING ANY OF UIC'S PRODUCT FORMULATIONS TO MANUFACTURE, MARKET OR SELL ANY
PRODUCTS IN ANY CHANNEL OF TRADE.
FURTHER, NOTHING HEREIN SHALL REQUIRE UIC TO
IMPLEMENT ANY HOME DEPOT SUGGESTION RELATED TO NEW PRODUCTS OR PRODUCT
IMPROVEMENTS, AND UIC'S FAILURE TO IMPLEMENT ANY SUCH SUGGESTIONS SHALL NOT
CONSTITUTE A BREACH OF THIS AGREEMENT.
6.07
APPROVALS.
EXCEPT AS MAY BE REQUIRED PURSUANT TO SECTION 3.11, UIC
SHALL HAVE THE SOLE RIGHT TO APPLY FOR, PROSECUTE AND MAINTAIN LICENSES, PERMITS
AND OTHER APPROVALS FOR, AND REGISTRATIONS OF, THE PRODUCTS WITH FEDERAL, STATE
AND LOCAL GOVERNMENTAL AUTHORITIES AND ADMINISTRATIVE AGENCIES INCLUDING,
WITHOUT LIMITATION, THE ENVIRONMENTAL PROTECTION AGENCY.
UPON UIC'S REASONABLE
REQUEST AND AT UIC'S EXPENSE, HOME DEPOT SHALL SUPPLY UIC WITH INFORMATION AS
REQUIRED TO SUPPORT SUCH APPROVALS AND REGISTRATIONS.
6.08
EXCLUSIVE REMEDIES.
THE REMEDIES SET FORTH IN THIS ARTICLE VI ARE
IN LIEU OF ANY OTHER REMEDIES THAT MAY BE AVAILABLE TO HOME DEPOT FOR QUALITY OR
QUANTITY RELATED PROBLEMS WITH
15
SHIPMENTS OF PRODUCTS AND CONSTITUTE HOME DEPOT'S SOLE AND EXCLUSIVE REMEDY AND
UIC'S SOLE LIABILITY TO HOME DEPOT WITH RESPECT TO NON-CONFORMING PRODUCTS.
6.09
SUPPLIER BUYING AGREEMENT.
ALL APPLICABLE TERMS AND CONDITIONS OF
THE SUPPLIER BUYING AGREEMENT BETWEEN THE PARTIES THAT ARE NOT INCONSISTENT WITH
THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE