Installation Guide

SBA General Terms and Conditions
1. The Parties and the SBA
1.1 The Home Depot Supplier Buying Agreement ("SBA" or "Agreement") is an integrated agreement between Home Depot Product
Authority, LLC and its affiliates ("HDPA") and Supplier consisting of these Terms and Conditions, the Supplier Reference Guide ("SRG")
located at supplierhub.homedepot.com (which may be updated from time to time as needed by HDPA, with notice to Supplier), and the
Summary of Business Terms.
1.2 Home Depot's and Supplier's entire business relationship as to the subject matter herein, and every written purchase order ("PO" )
submitted by HDPA or its affiliates is subject to this SBA, including the then current SRG. HDPA agrees to purchase and Supplier agrees
to supply a minimum of one unit of product ("Merchandise") under this SBA as valid consideration for the mutual promises herein.
1.3 The term "Supplier" shall mean the supplier designated in the Summary of Business Terms and any approved successor thereof.
1.4 HDPA or any of its affiliates may issue POs to Supplier pursuant to this SBA. With respect to any POs, references to "HDPA" in this
SBA mean the affiliate that issues the PO.
2. Acceptance and Rejection
2.1 Each PO shall be deemed accepted by Supplier if any shipment of Merchandise is made or if the PO is otherwise acknowledged by
Supplier.
2.2 Supplier will provide at least ninety (90) days' prior written notice of its intent to reject future POs; provided, however, that Supplier
will accept all POs issued by HDPA during such notification period.
3 Title and Risk of Loss
3.1 All POs for Merchandise purchased from Supplier within the United States of America will be designated FOB destination unless
expressly agreed upon in writing by an authorized employee of HDPA. For all such POs, no liability will be incurred by HDPA and risk of
loss shall not pass to HDPA until legal title passes upon carton or item-level receipt into HDPA's inventory management system via key
receipt or other process and acceptance of the Merchandise in good condition by HDPA at HDPA's designated final destination. The
Merchandise may be required to move through HDPA transfer locations, but the final destination is the ultimate destination listed on the
PO. All POs for Merchandise purchased from Supplier outside the United States of America will be designated FOB origin unless
expressly agreed upon in writing by an authorized employee of HDPA.
4 Price Changes and Most Favored Nation Clause
4.1 Supplier may not increase a price specified on a PO unless prior written approval is obtained from HDPA. An HDPA-approved price
increase shall become effective ninety (90) days after Supplier's receipt of such approval from HDPA.
4.2 Supplier agrees that HDPA will be afforded any and all terms that are no less favorable than those offered or otherwise made to any
of Supplier's customers that compete with HDPA, regardless of sales channel or market segment. For purposes of this section, "terms"
shall include price and payment terms applicable to the Merchandise, program support, growth or sales initiatives, warranties,
allowances, rebates, co-op advertising and incentives.
4.3 If Supplier sells or offers to sell any Merchandise to any of Supplier's customers that compete with HDPA on terms that are more
favorable taken as a whole than those offered or otherwise made to HDPA, Supplier agrees that such terms will be provided to HDPA for
all pending and future POs.
4.4 In addition to the above, if there is any reduction in Supplier's selling price for the Merchandise before receipt into HDPA's
inventory management system via key receipt or other process, Supplier agrees that the price specified on the PO will be reduced to
reflect Supplier's lower price.
5 Warranties and Guarantees
5.1 Supplier represents and warrants that: (a) Supplier is financially solvent and has the ability to perform its obligations hereunder;
and (b) the person executing this document is a duly authorized officer or representative of Supplier with the authority to enter into and
bind Supplier to the terms and conditions of this SBA.
5.2 Supplier represents and warrants that all Merchandise will be of good quality, material and workmanship, new, merchantable, fit for
its intended purpose and free from any and all defects. Supplier represents and warrants that: (a) the Merchandise and Supplier Content
(as defined in Section 10 below) does not infringe the intellectual property rights of any third party; (b) all Merchandise is sold free and
clear of all liens and encumbrances; and (c) Supplier owns, licenses and/or has the right to grant and extend any licenses provided for
HDPA's resale or rental of the Merchandise and will grant HDPA such license.
5.3 Supplier represents and warrants that the design, manufacture, packaging (including all weights, measures, signs, certifications,
legends, descriptions, label warnings and disclaimers), and other conditions of sale of the Merchandise are accurate and comply with all
Applicable Laws and Standards (as defined in Section 5.4 below). Supplier represents and warrants that all marketing materials provided
by or for Supplier with respect to the Merchandise is true, accurate and in compliance with all Applicable Laws and Standards (as
defined in Section 5.4 below). Supplier shall promptly notify HDPA in writing of all warnings, disclaimers, selling restrictions or any
other similar notices (including the specific formatting or style requirements for such warnings or disclaimers) required by any
Applicable Laws and Standards with respect to HDPA's offer of sale or rental of the Merchandise. Creation, inspection or approval by
HDPA of Supplier's warnings, disclaimers, designs, materials or packaging shall not relieve Supplier from any of its warranty obligations
and such warranties, representations and conditions shall survive inspection, installation, acceptance and payment by HDPA and HDPA
customers. Further, Supplier warrants and guarantees that it will comply with all standards noted in the SRG, including but not limited to
the Social and Environmental Responsibility(SER) standards.
5.4 For purposes of this SBA, " Applicable Laws and Standards " shall mean: the SER standards and all applicable current and future
laws, codes, ordinances, rules, regulations, treaties, orders, decisions, directives and/or requirements of any governmental, judicial or
administrative body, or industry standards of any local or broader jurisdiction, of the country of origin of any Merchandise, any country
where a component part of any Merchandise is manufactured, sourced, distributed or offered, and all countries, localities and
jurisdictions where the Merchandise is offered for sale or rental, whether or not such laws or standards are specifically referenced in this
SBA, including, but not limitedto, the Consumer Product Safety Act; Dodd-Frank Wall Street Reform and Consumer Protection Act and
Invitation Type:New Vendor 12/23/20 19:44:50
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