HOME DEPOT U.S.A., INC.

PURCHASING TERMS AND CONDITIONS

These terms and conditions, paragraphs 1 through 33, govern all Purchase Orders between HOME DEPOT U.S.A., INC., and its affiliates (Home Depot) located at 2455 Paces Ferry NW, Atlanta, Georgia 30339-4024, and the seller/vendor (Seller). 1. 2. 3. Time & Strict Compliance: Time is of the essence. Seller will ship and deliver in strict compliance with delivery date, delivery location, and other requirements specified in this Purchase Order. Home Depot's acceptance of late delivery does not waive Home Depot's right to recover damages for late delivery. Title & Risk of Loss: Title and risk of loss pass upon Home Depot's acceptance of the Product(s). Warranties: Seller warrants that (a) each Product strictly complies with quantity, quality, size, description, dimensions, operating performance, and otherwise stated terms, specifications, drawings, samples, and descriptions; (b) each Product is merchantable, free from all defects of material, workmanship, and manufacture, fit for the purpose for which such Product is customarily employed and for any particular purpose or use for which purchased by Home Depot, if Seller knows or has reason to know of such purpose or use, and, unless in strict compliance with Home Depot's design, is free from design defects; (c) each Product complies with all applicable laws and regulations; (d) each Product does not infringe any actual or alleged patent, design, trade name, trademark, copyright, trade secret, or other intellectual property right; and (e) each Product is sold with good and marketable title. Seller further warrants that it has informed Home Depot of all licensing requirements, including fees, that affect the sale or use of its products. Seller agrees to promptly inform Home Depot of any changes in laws, regulations, and licensing requirements with regard to its products. The warranties of the Uniform Commercial Code of the State of Georgia are specifically incorporated in this Purchase Order. Seller agrees that these warranties constitute conditions and survive acceptance of and payment for each Product. All express warranties are in addition to all warranties implied by law. All warranties, express or implied, run to Home Depot, its successors and assigns. Pricing Details: Seller warrants that prices in this Purchase Order are inclusive, and no additional charges of any type including without limitation shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, and crating will be added without Home Depots express written consent. Shipment Details: Each package within each shipment shall clearly reference the Products within it, Home Depot's Purchase Order number, and Seller's packing list number. Invoices: Home Depot shall not have to pay for any Product unless Seller delivers a valid invoice to Home Depot. A valid invoice is an undisputed, itemized invoice for each shipment under this Purchase Order, with the following information: (a) Purchase Order number; (b) Sellers name; (c) address to which payment should be sent; (d) item or SKU numbers for Products; (e) a detailed description of each Product including size, quantity, and unit price, as applicable; and (f) an attached bill of lading with the carrier name and shipment date. All valid invoices will be due 45 days after Home Depots receipt of the invoice. Notice: Required communication to the other party (Notice) must be in writing. Notice is made by delivery to the other party (at its address above, with receipt acknowledged) in one of two ways: (a) in person; or (b) by a next-day mail or delivery service. Refusal to accept delivery shall constitute delivery. A copy of the Notice must be sent by facsimile and e-mail promptly to the other party at the addresses above. A copy of Notice to Home Depot shall be sent to Home Depots Legal Department, 2455 Paces Ferry Road, Atlanta, GA 30339. Assignment & Subcontracts: This Purchase Order will not be assigned or transferred by Seller without prior written consent of Home Depot. Seller agrees that it will not subcontract the supply of any Product without prior written consent of Home Depot. Home Depot may assign this Purchase Order to a present or future affiliated entity. Changes: This Purchase Order may only be changed by written agreement of the parties; however, Home Depot may cancel this Purchase Order, in whole or in part, and reject Products at any time, paying only for Products retained and returning the remainder at Sellers expense, without Home Depot incurring any liability to Seller. Counterparts: This Purchase Order may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Purchase Order. Sellers shipment or other performance hereunder shall be deemed Sellers acceptance of all terms of this Purchase Order. Governing Law: The laws of Georgia, USA (excluding its conflicts of laws principles) govern this Purchase Order. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Purchase Order. Entire Agreement: This Purchase Order is the parties entire agreement about its subject matter. It supercedes all their earlier written and oral agreements and understandings about its subject matter. This Purchase Order supersedes any additional or different terms included on Sellers order acknowledgement or other documentation. Inspection & Acceptance: All Products delivered to Home Depot are subject to inspection, testing, and acceptance by Home Depot. Home Depot may reject all or any portion of a shipment of Products at any time and for any reason. No Waiver: None of the following is a waiver of a partys rights under this Purchase Order: (a) failure to exercise any right, power or remedy under this Purchase Order or otherwise; (b) failure to insist on compliance by the other party; or (c) custom or practice of the parties inconsistent with this Purchase Order. The party entitled to the benefit of any part of this Purchase Order may waive it in writing. Force Majeure: Neither party will be in default to the extent that any of the following delays its performance or makes its performance impossible: act of God, war, civil commotion, governmental action, fire, storm, flood, explosion, strike, walkout, other industrial disturbance, inability to get raw material from usual source, or any other cause beyond its reasonable control. If Seller should be unable, due to such a cause, to meet all of its delivery commitments for Product as they become due, Seller will not discriminate against Home Depot or in favor of any other customer in making deliveries of such Product. Seller will use its best efforts to anticipate and mitigate the effect of such cause and to make deliveries as expeditiously as possible. However, if Home Depot believes that the delay or anticipated delay in Sellers deliveries may impair its ability to meet its schedules or may otherwise interfere with its operations, Home Depot may, at its option, and without liability to Seller, cancel outstanding deliveries hereunder wholly or in part. Notwithstanding any provisions of this Purchase Order, Seller agrees it will not claim impracticability to excuse its performance. Home Depots Remedies for Sellers Breach: Upon discovery of any Product that is not in accordance with this Purchase Order, at Home Depots option, Home Depot may, in addition to any other remedies available in equity or at law, either (a) reject the defective Product by sending written notice to Seller or (b) require Seller to replace, repair, correct, or make the same good. If Home Depot rejects the defective Product in whole or in part, and if the same is in Home Depots control, Home Depot will, to the extent it is commercially reasonable, hold the rejected material (for a reasonable time period under the circumstances) for Sellers inspection and instruction and, if Seller so directs, return same at Sellers expense, all at Sellers risk. Upon Home Depots rejection, Home Depot will have the right to cover the same with another supplier, and Seller agrees to pay Home Depot on demand for any and all loss, damage, costs, attorneys and consultants fees, and other charges incurred by Home Depot in connection with such replacement order, together with interest thereon at the highest rate allowed by law from the date incurred. In addition, to secure Sellers performance, Home Depot will have, and Seller hereby grants to Home Depot, a security interest in any Product rejected by Home Depot under this Purchase Order. Upon Home Depots exercise of its option to have Seller replace, repair, correct, or make good the ordered Product, Seller will immediately, after receiving notice from Home Depot of such, proceed at Sellers sole cost and expense, to replace, repair, correct, or make the same good. Termination: If Seller defaults, Home Depot may terminate all or any part of this Purchase Order without liability to Seller by giving notice to Seller. A default will occur if Seller: fails to perform any material obligation under this Purchase Order and does not correct such failure within 30 days after written notice of the failure from Home Depot; fails to meet its financial obligations when they become due; has a proceeding under the bankruptcy or insolvency laws brought against it or a receiver appointed for it; or makes an assignment for the benefit of creditors. If this Purchase Order is terminated due to Sellers default, then without prejudice to any other legal or equitable remedies to Home Depot, Home Depot will have the right to: (a) refuse to accept delivery of any and all Products; (b) return to Seller unused Products already accepted and recover from Seller payment made for such Products (and for freight, storage, and other expenses); (c) recover any advance payments to Seller for undelivered or returned Products; (d) purchase Products elsewhere and charge Seller with any resultant losses, including without limitation incidental or consequential damages incurred that are attributable to Sellers default; and (e) take possession of any previously undelivered Products. Indemnification: To the maximum extent allowed by law, Seller will indemnify, defend, and hold harmless Home Depot, its affiliates, subsidiaries, directors, officers, employees, and agents (the Indemnitees), from and against any and all claims, lawsuits, judgments, losses, product recalls, and civil penalties for actions, liabilities, damages, costs, and expenses, including attorneys fees and court costs (collectively, Claims), in responding to such Claims, that the Indemnitees may suffer or incur arising out of or in connection with: (a) Sellers negligence, willful misconduct, or breach of any representation, warranty, or other obligation under this Purchase Order; (b) any allegation that the use of a

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Product infringes or violates any patent, copyright, trade secret, trademark, or other third party intellectual property right (except to the extent such Claim is due directly to Sellers compliance with specifications furnished by Home Depot); (c) any personal injury (including death) or damage to property resulting from any act or omission of Seller, the Products, or use of the Products; or (d) any promotion, advertisement, guarantee, warranty, label, or instruction furnished by Seller or submitted to Seller by Home Depot for approval. The Indemnitees will give prompt notice of any Claim to Seller, and Seller will defend the Indemnitees at the Indemnitees request. If Home Depot is unable to use a Product because of a Claim that such use infringes or violates any patent, copyright, trade secret, trademark, or other third party intellectual property right (except to the extent such Claim is due directly to Sellers compliance with specifications furnished by Home Depot), Seller will, at its expense and Home Depots option: (1) procure for Home Depot the right to continue using such Product; or (2) replace or modify such Product so that it becomes non-infringing. If neither option is available to Seller through the use of commercially reasonable efforts, Home Depot will return such Product to Seller and Seller will refund all amounts paid for such Product. Home Depot, at its expense, shall have the right to participate in the handling of matters arising hereunder. If Seller fails to assume its obligations hereunder within a reasonable time, Home Depot shall have the right to proceed on Home Depots own behalf to defend itself, and Seller shall indemnify Home Depot for all costs and expenses, including attorneys fees, in connection therewith. Insurance: Seller shall maintain Commercial General Liability Insurance, including Products Liability and Completed Operations coverages, on an occurrence basis with limits of $2,000,000 for property damage and bodily injury or death. Interpretation: Whenever possible, each part of this Purchase Order must be interpreted as effective and valid. If any part of this Purchase Order is found invalid, illegal, or unenforceable in any jurisdiction, the invalidity, illegality, or unenforceability will not affect any other part of this Purchase Order in that jurisdiction; and this Purchase Order will be enforced in that jurisdiction as if this Purchase Order never contained the invalid, illegal, or unenforceable part. Dispute Resolution: The parties shall attempt in good faith to settle between themselves any dispute arising out of or in connection with this Purchase Order. If such negotiations are unsuccessful, either party may submit all remaining disputes for resolution by binding arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Seller hereby consents and submits to the exclusive jurisdiction of the appropriate state or federal courts in the State of Georgia for adjudication of any question arising hereunder. During litigation and the pendency of any dispute not in litigation, the parties shall continue, in good faith, to perform their obligations under this Purchase Order. Nothing herein precludes a party from seeking injunctive relief in an appropriate court. Publicity: Seller shall not make any disclosures concerning the commercial relationship between Seller and Home Depot without Home Depots prior written consent. In the event of a breach of this provision by Seller or its subcontractors, Home Depot shall have the right, at its option, to do one or more of the following: (a) issue a retraction in the name, and on behalf of Seller; (b) require Seller to issue a retraction; or (c) terminate all or any part of this Purchase Order without further liability. Further, notwithstanding anything to the contrary herein, Seller shall have no right to use the trademarks, trade names, or product names of Home Depot or its subsidiaries directly or indirectly in connection with any product, promotion, or publication without the prior written approval of Home Depot. Breach of this provision by Seller shall be considered a material breach of this Purchase Order and Home Depot may terminate this Purchase Order immediately upon delivery of notice to Seller and without further liability to it. Confidentiality: In connection with this Purchase Order, one party (the Disclosing Party) may disclose or make available to the other party (the Receiving Party), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, products, or services (together, "Confidential Information"). Home Depots Confidential Information includes without limitation the existence and terms of this Purchase Order. Each party agrees that during the term of this Purchase Order and thereafter: (a) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) of this Purchase Order and (b) it will take all reasonable precautions to ensure that it does not disclose Confidential Information belonging to the Disclosing Party to any third party (other than professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Partys written consent. For Confidential Information that does not constitute trade secrets under applicable law, these confidentiality obligations will expire three years after the termination or expiration of this Purchase Order. In no event shall Seller disclose Home Depots Confidential Information to (i) any business that provides the same or similar products or services as Home Depot or (ii) any third party, including without limitation business consultants, providing services to such business. Limitation of Liability: EXCEPT FOR BODILY INJURY OR PROPERTY DAMAGE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF HOME DEPOT, HOME DEPOT SHALL HAVE NO LIABILITY WHATSOEVER TO SELLER OR ITS AFFILIATES IN AN AMOUNT OF DAMAGES IN EXCESS OF THE AMOUNT OF THIS PURCHASE ORDER. HOME DEPOT SHALL HAVE NO LIABILITY IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT (INCLUDING LOSS OF PROFITS AND LOSS OF GOODWILL), OR EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS PROVISION. Equal Employment Opportunity Affirmative Action Statement: Home Depot supports and complies with both the spirit and the intent of Executive Order 11246, the Civil Rights Act, the Americans with Disabilities Act, the Vietnam Era Veterans Readjustment Act, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, and other pertinent federal and state laws and regulations which are designed to promote equal employment opportunity. Seller is advised that under the provisions of government contracting and in accordance with these laws and regulations, contractors and subcontractors are obliged to take affirmative action to provide equal employment opportunity without regard to race, color, religion, national origin, age, sex, physical or mental disability, or status as a special disabled veteran or veteran of the Vietnam era. Immigration Laws: Seller shall ensure that all personnel are in compliance with all applicable immigration laws and that they are legally able to perform under this Purchase Order. Specifically, without limitation, Seller shall comply fully with the record keeping and other requirements of the immigration laws. Home Depot is not responsible for sponsorship of any workers who perform on behalf of Seller. Foreign Corrupt Practices Act: Seller acknowledges it is familiar with the U.S. Foreign Corrupt Practices Act (FCPA) and will take no action in violation of the FCPA in relation to its activities under this Purchase Order. Computer Systems Access: Seller may be provided access to proprietary computer systems and technologies owned or operated by The Home Depot and/or its parent and affiliated companies (the Systems). The Systems are to be used only for the business purposes of The Home Depot. Seller has internal security policies that, at a minimum, comply with this Section and common industry standards and protect the integrity of the Systems and information stored on or transferred between the Systems. The Systems and information must at all times be protected from unauthorized use, theft, misuse, accidental or unauthorized modification, disclosure, transfer or destruction. Seller accepts the liability of managing its users access to the Systems as outlined in this section. Each employee of Seller having access to the Systems will: (a) only utilize such access to perform their obligations to Home Depot; (b) not perform any unauthorized exploring or mining of the Systems; and (c) only have access to the portion of the Systems necessary to perform the Sellers obligations. Seller will not introduce any viruses, time or logic bombs, Trojan horses, worms, timers, clocks, back doors, or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down the Systems or any component of the Systems, including, without limitation, its security or user data. If Seller discovers or is notified of a breach or potential breach of security relating to any Systems information, the Systems, the data, or any applicable law or regulation, Seller will (a) promptly notify The Home Depot of such breach or potential breach, (b) cooperate in any investigation of the breach, (c) use its commercially reasonable efforts to mitigate the effects of the breach or potential breach, and (d) provide The Home Depot with assurance reasonably satisfactory to The Home Depot that such breach or potential breach will not recur. The Home Depot retains the right to suspend Sellers access to the Systems pending resolution of an investigation. Except as otherwise expressly provided herein, The Home Depot retains all right, title and interest in and to the Systems and any data or information contained therein, including derivatives thereof. Non-Exclusivity: Nothing in this Purchase Order creates an exclusive relationship between Seller and Home Depot. Set-Off: Home Depot will have the right at any time to set-off any amount owed by Seller to Home Depot against any amount due and owing to Seller. Binding Effect: This Purchase Order binds the parties and their parents, subsidiaries, affiliates, successors, and assigns. Cumulative Remedies: All remedies under this Purchase Order and otherwise are cumulative, not exclusive. Representations: Seller represents that: (a) it is financially solvent and in good standing under the laws of its state of organization; (b) it has full authority, power, and capacity to sign and perform its obligations under this Purchase Order; (c) it has marketable title to Product sold to Home Depot and the right to convey such title; (d) Product is unencumbered and free from security interests and liens; (e) its signing and performance of this Purchase Order do not (i) conflict with or result in a breach of or default under any agreement to which it is a party or is subject; (ii) violate any restriction to which it is a party or is subject; or (iii) violate any applicable code, resolution, law, statute, regulation, ordinance, rule, judgment, decree, determination, writ, or order;.(f) it is ignorant of any pending or threatened actions, suits, claims, arbitrations, proceedings, orders, judgments, or investigations against or affecting it, or which question the validity of or any of its actions under this Purchase Order; and (g) it believes that this Purchase Order, when signed by the parties, will be valid, enforceable, and binding. 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