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Sample Business Contracts

Contract Packer Agreement - Southeast Atlantic Beverage Corp. and Hansen Beverage Co.

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                           CONTRACT PACKER AGREEMENT


THIS CONTRACT PACKER AGREEMENT (the "Agreement") made on JULY 24, 2004 between

     SOUTHEAST ATLANTIC BEVERAGE CORPORATION,  a corporation  incorporated under
     the laws of the State of  Florida,  having  an  office  at 6001  Bowdendale
     Avenue, Jacksonville, Florida 32216 (hereinafter called the "Company"),

     and Hansen Beverage Company,  a corporation  incorporated under the laws of
     the State of Delaware,  having an office at 1010 Railroad  Street,  Corona,
     California 92882 (hereinafter called the "Customer").

WHEREAS  the  Customer  wishes the  Company to produce  and bottle  flavored  or
non-flavored,  carbonated or  non-carbonated  beverage  products under its trade
names or trademarks;

WHEREAS the Company is engaged in the business of bottling  beverage products at
its place of business in Jacksonville, Florida.

AND WHEREAS  the parties  hereto are  desirous of entering  into this  Agreement
pursuant to which the Company shall bottle the products as  hereinafter  defined
in  accordance  with  specifications  to be  supplied  by the  Customer,  all in
accordance with the terms and conditions set forth in this Agreement.

NOW,  THEREFORE,  in  consideration of the promises and covenants and agreements
herein container, the parties agree as follows:

1.      Definitions.

1.1  In this  Agreement,  unless  something in the subject  matter or context is
     inconsistent therewith:

     a.   Bottling  Facility  means  the  lands,  buildings,   warehouse,  plant
          equipment   and  other   facilities   in  6045   Bowdendale.   Avenue,
          Jacksonville,  Florida  32216  leased,  or operated by the Company and
          used for the bottling of beverage products.

     b.   Commencement Date means such date as the parties agree in writing.

     c    Finished Case Goods means Products bottled and made ready for delivery
          pursuant to this Agreement.

     d.   Ingredients mean  sweeteners,  preservative,  acidulates,  CO?, flavor
          components,  water  and all  other  components  that are  combined  to
          produce the Products.

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     e.   Packaging Materials means can bodies, can ends, bottles, caps, labels,
          cartons, and all other components used to package the Products.

     f.   Production  Run  means  an  order  by the  Customer  for a  continuous
          bottling of a  scheduled  quantity of each  product  size,  flavor and
          package.

     h.   Products   means   flavored   and    non-flavored,    carbonated   and
          non-carbonated,  beverages sold under the trademark and brand names of
          the Customer, as specified on Schedule A hereto.

     i.   Schedule  means any of the  schedules  designated  by  letters,  e.g.,
          Schedule  "A",  which  are  attached  to and  incorporated  herein  by
          reference.  The  Schedules  may be  modified  from time to time by the
          mutual written consent of the parties.

     l.   Term means as set forth in section 2.1 hereof.

2.      Term.

2.1  The Term of this  Agreement  shall be three  (3)  years  commencing  on the
     Commencement Date subject to renewal as herein provided.

2.2  This Agreement shall be  automatically  extended for additional  periods of
     one (1) year each,  unless  either  party  notifies the other in writing at
     least one hundred  eighty (180) days prior to the then last day of the Term
     that it does not wish to extend  this  Agreement  or unless  terminated  as
     provided herein.

3.      Storage.

3.1  Reasonable  inventories of Extracts,  Packaging Materials and Finished Case
     Goods shall be held by the  Company.  The Company  agrees to hold  Finished
     Case  Goods  inventories  for not more than five (5)  business  days  after
     scheduled  Production Run and shall have the right to charge the Customer a
     warehousing  fee of $___ per Finished Case Goods per week commencing on the
     sixth (6)  business  day  after the  scheduled  Production  Run,  excluding
     weekends and holidays.

4.      Packaging Material and Ingredients.

4.1  The Customer  shall make available to and order in for the Company prior to
     the start of any Production Run, all  Ingredients  and Packaging  Materials
     needed for the bottling of the Products  requested for that  Production Run
     and Packaging Materials set forth in Schedule "A".

4.2  The Customer  shall  maintain  ownership of all  Ingredients  and Packaging
     Materials set forth in Schedule "A" unless  Customer is indebted to Company
     for materials and/or services provided by Company at which time the Company
     may take possession of all Ingredients and Packaging  Materials held at the
     Bottling Facility. Upon receipt of debt owed, the Company will then release
     all  Ingredients and Packaging  Materials to the Customer.

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<PAGE>

4.3  The Company shall supply the Ingredients and Packaging  Materials set forth
     in Schedule "A" or as mutually agreed to by the Company and the Customer.

5.      Quality Standards and Specifications.

5.1  The Company, shall bottle the Products and store the Ingredients, Packaging
     Materials and Finished Goods in compliance with the Product Specifications,
     normal industry standards and all applicable federal,  state and local laws
     and  regulations in effect as of the date of this Agreement and as they may
     exist from time to time.  The  Company  shall  maintain  pest  control  and
     sanitation practices in strict compliance with the federal, state and local
     laws and regulations in effect as of the date of this Agreement and as they
     may be amended from time to time.

5.2  The Company  represents  and  warrants  that the  manufacture,  storage and
     handling of the Finished  Goods and the  component  parts thereof will take
     place under  conditions  that conform to the  standards  of sound  storage,
     handling, mixing, bottling, manufacturing,  sanitation and safety practices
     in the soft drink manufacturing industry.

6.      Maximum Loss Allowance.

6.1  Subject to sections  6.2 and 6.3  herein,  in bottling  the  Products,  the
     Company  shall be  allowed  the  percentage  loss  allowance  of ____%  for
     Finished Case Goods, Ingredients, and Packaging Materials.

6.2  If Ingredients of unacceptable quality, based on the Company's standards or
     any  applicable  laws and  regulations,  are received from the customer and
     rejected  by the  Company for use during any  Production  Run,  the Company
     shall notify and report to the Customer  quantity of such  material and the
     Customer shall deduct that amount in calculating the Company's maximum Loss
     Allowance.  The  Customer is then  responsible  for all  disposing  cost of
     unacceptable materials.

6.3  The  Maximum  Loss  Allowance  referred  to  herein  shall not apply to any
     Production  Run which is less than the minimum  run and flavor  quantity of
     ______Finished Case Goods rounded to formula yield.

7.      Bottling Schedule.

7.1  On or before the  Commencement  Date and  thereafter  the  Company  and the
     Customer  shall agree upon a production  schedule for the Products in terms
     of quantity, package size and flavor mix.

7.2  The Customer agrees that the Company, in its sole discretion may change the
     Bottling  Schedule  upon  five (5)  business  days  written  notice  to the
     Customer,  however,  should not delay the production more than fifteen (15)
     days.

7.3  All  Production  Runs must conform with the Company's  minimum run of _____
     cases and minimum flavor of _____  Finished Case Goods,  rounded to formula
     yield unless otherwise agreed to by the Company.

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8.      Pallets.

8.1  The Company will make  available to the Customer 48 x 40 four-way  hardwood
     pallets in quantities  sufficient to store and ship all Finished Case Goods
     at a cost of $___ each.

8.2  The Customer shall be allowed to return 48 x 40 four-way  hardwood  pallets
     and to  receive  credit  for  those  returned  as  long as the  Company  is
     satisfied with the condition of such pallet.

9.      Payment of Fees.

9.1  In  consideration  of the  services  provided  by the  Company  under  this
     Agreement,  the  Customer  shall  pay to the  Company  the  fees set out in
     Schedule "A".

9.2  Payment  of fees  shall  be due and  payable  within  ten (10)  days  after
     submission of an invoice to Customer following Production.

9.3  Confirmation  of fees shall be  invoiced  weekly  upon  completion  of each
     Production Run.

9.4  The fees referred to herein are  exclusive of all federal,  state and local
     sales,   goods,   and  services  and  similar  taxes  which  shall  be  the
     responsibility of the Customer.

9.5  The Company shall  provide to the Customer  written  notification  not less
     than thirty (30) days of any changes to the fees  referred to herein due to
     direct increase/decrease costs by Company.

10.     Warranties and Representation.

10.1 The Company hereby covenants, represents and warrants to the Customer that:

     (a). It is a corporation duly organized and validly existing under the laws
          of the State of Florida.

     (b). It has all necessary  corporate  power,  authority and capacity and is
          properly  authorized  and licensed to enter into this Agreement and to
          perform it obligations  hereunder.  The execution and delivery of this
          Agreement and the performance of the transactions  contemplated hereby
          have been duly authorized by it.

     (c). The  Company  acknowledges  and  agrees  that  all  Products  shall be
          produced,  bottled and stored in strict compliance with all applicable
          federal,  state  and local  laws and  regulations,  including  but not
          limited to , the  Federal  Food,  Drug and  Cosmetic  Act of 1938,  as
          amended, in force and as they may be amended from time to time.

     (d). It has and  during  the  term of this  Agreement  shall  maintain  all
          applicable state licenses required.

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<PAGE>

CONTRACT PACKER AGREEMENT


10.2 The Customer hereby covenants, represents and warrants to the Company that:

     (a). It is a corporation duly organized and validly existing under the laws
          of the Delaware.

     (b). It has all necessary  corporate  power,  authority and capacity and is
          properly  authorized  and licensed to enter into this Agreement and to
          perform it's obligations hereunder. The execution and delivery of this
          Agreement and the performance of the transactions  contemplated hereby
          have been duly authorized by it.

     (c). To the best of the Customer's  knowledge,  all Product  Specification,
          Ingredients  and Packaging  Materials  supplied by the Customer to the
          Company,  pertaining to the  Products,  shall comply with all federal,
          state  and local  laws and  regulations  in force,  and as they may be
          amended  from time to time,  including  by not limited to, the Federal
          Food, Drug and Cosmetic Act of, as amended from time to time.

     (d). It has and  during  the  term of this  Agreement  shall  maintain  all
          applicable state licenses required.

Trademarks and Confidentiality.

11      All trademarks, trade names and all trade secrets,  technical  know-how,
specifications,    formulae,   standards,   procedures,   new   product   ideas,
manufacturing  processes and the like (the  "Proprietary  information"  owned by
Customer  shall at all times be and remain the  exclusive  property of Customer,
and this  Agreement  shall not in any manner  constitute a license to company to
use the trademarks, trade names or proprietary information of Customer except to
the extent required to satisfy its obligations under this agreement.

11.1    At all  times  during  the term of  this  Agreement and thereafter, both
parties agree not to disclose to anyone  outside of the Company or the Customer,
nor use for any purpose other than in  connection  with the  performance  of the
services pursuant to the Agreement, or unless prior written consent is obtained,
(a) any confidential  information,  proprietary  information or trade secrets of
the Company or the Customer,  including,  without limitation  concepts,  Product
Specifications,  formulas, techniques,  methods, systems, designs, pricing, sale
projections,  production volumes,  research,  computer programs,  development or
experimental work, clients, suppliers, companies, and service providers, (b) any
information  the parties have  received  from others which they are obligated to
treat as confidential or proprietary,  or (c) and  confidential,  or proprietary
information  which is  circulated  within the  Company or the  Customer  via its
internal   mail   system   or   otherwise   (collectively,   the   "Confidential
Information").  The  obligation  not to use or disclose any of the  Confidential
Information  shall  not  apply  to any  information  that is or  becomes  public
knowledge in the industry,  through no fault of the Company or the Customer, and
that may be utilized by the public without any direct or indirect  obligation to
the Company or the Customer;  provided,  that the  termination of the obligation
for non-use or  non-disclosure  by reason of such  information  becoming  public
shall be only from the date such information becomes public knowledge.

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<PAGE>

11.2    The Customer agrees that all business records and documents, including,
but not limited to,  notes,  manuals,  photographs  or the like,  and any copies
thereof,  provided to the Customer or kept or made by the  Customer  relating to
the  business of the Company  shall  remain the  property  of the  Company.  The
Customer  agrees that upon  termination  of this  Agreement,  the Customer shall
immediately  cease  using and  surrender  and  deliver to the Company all of the
property and other  materials in its  possession,  or in the  possession  of any
person or entity under its control, that relate, directly or indirectly,  to any
Confidential  Information or to the business of the Company,  including  without
limitation,  all personal  notes,  drawings,  manuals,  documents,  photographs,
videos, and computer disks and software and any copies thereof.

11.3    The Company  agrees  business  records and  documents,  including,  but
not limited to, notes, manuals, photographs or the like, and any copies thereof,
provided to the Company or kept or made by the Company  relating to the business
of the Customer  shall remain the property of the Customer.  The Company  agrees
that upon  termination of this Agreement,  the Company shall  immediately  cease
using and  surrender  and deliver to the  Customer all of the property and other
materials in its possession,  or in the possession of any person or entity under
its  control,  that  relate,   directly  or  indirectly,   to  any  Confidential
Information or to the business of the Customer,  including  without  limitation,
all personal notes,  drawings,  manuals,  documents,  photographs,  videos,  and
computer disks and software and any copies thereof.

12.     Indemnification, Damages and Insurance.

12.1    The Company agrees to defend, indemnify and hold the  Customer  harmless
against any and all claims, expenses,  losses, causes of action (including,  but
not  limited  to,  reasonable  attorney's  fees and  court  costs),  damages  or
liabilities (collectively, in this paragraph, called "Losses") on account of the
death of and/or  injury to any  person(s) or damage to any property  arising out
of, due to, or in any way connected  with any Finished Case Goods,  Ingredients,
Packaging Materials or other substances furnished by the Company and/or any act,
omission  or  failure  to  act  by  the  Company,   its  employees,   agents  or
representatives  which act,  omission or failure to act is in  violation  of the
Company's  obligations  under this Agreement;  provided however that in no event
shall the Company be liable under this  paragraph for Losses  resulting from the
negligence or willful or reckless  misconduct of the Customer or its  employees,
agents, or representatives.

12.2    The  Customer agrees to defend, indemnify and hold the Company  harmless
against any and all claims, expenses,  losses, causes of action (including,  but
not  limited  to,  reasonable  attorney's  fees and  court  costs),  damages  or
liabilities (collectively, in this paragraph, called "Losses") on account of the
death of and/or  injury to any  person(s) or damage to any property  arising out
of, due to, or in any way connected with any Ingredients, Packaging Materials or
other  substances  furnished  by the  Customer  to the  Company  and/or any act,
omission  or  failure  to  act  by  the  Customer,  its  employees,   agents  or
representatives  which act,  omission or failure to act is in  violation  of the
Customer's  obligations under this Agreement;  provided however that in no event
shall the Customer be liable under this paragraph for Losses  resulting from the
negligence or willful or reckless  misconduct  of the Company or its  employees,
agents, or representatives.

12.3    Notwithstanding  any other term or  condition of this Agreement, neither
party  shall be  liable  to the other for any  indirect,  punitive,  special  or
consequential  losses  or  damages  arising  out of or in  connection  with this
Agreement.

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<PAGE>

12.4    Each of the parties  hereto shall  maintain and  keep in full force and
effect   Comprehensive   General  Liability  Insurance  in  reference  to  their
respective obligations and liabilities hereunder including coverage for personal
injury,  product liability and contractual  liability  insuring it and the other
party and their officers, directors and employees in the amount of US $1 million
in aggregate. The Company shall additionally maintain and keep in full force and
effect insurance sufficient to provide coverage for the Customer's  Ingredients,
Packaging Materials,  Finished Case Goods, and other personal property stored or
used at the Bottling  Facility;  including but not limited to fire and windstorm
insurance. It is further stipulated that each party shall furnish the other with
evidence of such  insurance in the form of a certificate  issued by an insurance
carrier.  These  certificates  must provide that there shall be no change in the
areas of vendor  liability or our  contractual  assumptions  or reduction of the
above  referenced  limits or cancellations of the insurance unless 30 days prior
written  notice of such change is given to the party to whom the  certificate is
addressed.

13.     Default and Termination.

13.1    In the event  that  either  party  hereto  fails to comply  with any of
its obligations  hereunder,  becomes insolvent or goes into liquidation or has a
receiver appointed to any of its assets, then such party shall be in default and
upon receipt of written  notice from the  non-defaulting  party,  the defaulting
party shall have thirty (30) days in which to cure a monetary default or fifteen
(15) days in which to cure a non-monetary default provided,  however,  that if a
party is in default because it becomes insolvent or goes in liquidation or has a
Receiver appointed to any of its assets, it shall have ninety (90) days in which
to cure. If a default is not timely cured, the  non-defaulting  party shall have
the option to terminate this  Agreement  effective  immediately.  The defaulting
party shall be fully  liable for all monies owed by the  defaulting  party under
this Agreement.

13.2    In  the  event  this  Agreement  is  terminated,   the  Customer  shall
be responsible  for payment within fifteen (15) business days to the Company for
any inventory of Finished Case Goods,  Raw Materials,  Ingredients and any other
substances  which  the  Customer  required  the  Company  to  purchase  for  the
production of the Customer's products.  The Company shall have the right to take
title,  possess  and  sell  all or any  part of the  Finished  Case  Goods,  Raw
Materials and Ingredients to offset any monies owed by the Customer after giving
fifteen (15) business days notice.

13.3    In the  event  of a  significant  change  in the Company's' Direct Store
Delivery  (DSD)  business  or  a  change  in  national  level  contract  packing
arrangements,  the  Company  may  provide 90 day notice to the  Customer  of the
intent to terminate the contract. The Company may terminate the contract without
cause and at no liability to the Company.

                                       7
<PAGE>

14.     Notice.

14.1    Any notice  required  or  permitted to be given hereunder  shall  be  in
writing and may be given by serving personally or mailing the same by registered
mail,  postage  pre-paid,  return  receipt  requested or, by sending the same by
telex, facsimile or of the similar form of communication,  and such notice shall
be sufficiently given by the Customer to the Company, if addressed to:

                                Southeast Atlantic Corporation
                                6001 Bowdendale Avenue
                                Jacksonville, Florida  32216
                                Telephone:  (904) 739-1000
                                Tele-fax:  (904) 737-2880
                                Attn:  Steve Landsgaard, Director of Operations
                                Copy To:  Chris Paul: President/ COO

and to the Customer, if addressed to:


                                Hansen Beverage Company
                                Attn:  Rodney C. Sacks, Chairman
                                Address:
                                1010 Railroad Street
                                Corona, CA  92882

                                Phone:  (951) 739-6200
                                Fax:     (951) 739-6210


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<PAGE>

Any such notice shall be deemed to have been received on the date on which it is
delivered if served  personally or by telex,  facsimile or other similar form of
communication or on the fifth (5th) business day following  mailing,  if sent by
registered mail, unless there is an interruption of postal service in which case
it shall be  deemed to have  been  received  on the  fifth  (5th)  business  day
following resumption of postage service.

15.     Assignment.

15.1    Neither  party shall  transfer or assign this  Agreement or any interest
in this  Agreement,  either  voluntarily  or by operation  of law or  otherwise,
without  the prior  written  consent of the other.  Any  attempted  transfer  or
assignment by a party without prior consent of the other party shall be null and
void and shall permit the other party, at its option,  to immediately  terminate
this Agreement.

16.      Force Majeure.

16.1    Failure  of either  party to perform any of its obligations  under  this
Agreement as a result of reasons  beyond its reasonable  control,  including but
not limited to,  strikes,  labor  disputes,  suits,  fire,  acts of God, acts or
orders  of any  government  relating  to civil  disturbances  or war,  shall not
constitute default or breach of this Agreement;  provided, however, that if such
an event shall prevent the Company from performing  hereunder during a period of
ninety (90)  consecutive  days during which all or part of a  Production  Run is
scheduled,  the Company or the  Customer,  at its  option,  may  terminate  this
Agreement by giving thirty (30) days written notice to the other party.

17.     No Waiver.

17.1    The failure of either party to assert any right  hereunder or to insist
upon  compliance  with  any  term or  condition  of  this  Agreement  shall  not
constitute  a waiver  of that  right or excuse  the  subsequent  performance  or
non-performance of any such term or condition by the other party or constitute a
waiver of either party's right to demand exact compliance with the terms of this
Agreement.

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<PAGE>

18.     Independent Contractors.

18.1    The  parties  hereto  acknowledge  and  confirm that in performing their
obligations  under this Agreement,  each is acting as an independent  contractor
and they are not and  shall  not be  considered  as  joint  ventures,  partners,
agents,  franchisers/franchisees,  or  employers/employees  of  each  other  and
neither  shall have the power to bind or  obligate  the other or contract in the
other's name.

19.     Entire Agreement.

19.1    This Agreement sets forth the entire agreement and understanding between
the parties and supersedes all prior agreements and  understanding  between them
with respect to the subject matter hereof and not representations,  inducements,
promise or agreement,  oral or otherwise,  not embodied herein,  shall be of any
force or effect.

20.     Records.

20.1    The Company agrees to  maintain  complete  records on  Products bottled
under this Agreement in a form reasonably satisfactory to the Customer.

21.     Applicable Law.

21.1    This agreement shall be governed by the laws of the State of Florida.

21.2    If either party brings suit to enforce any of the terms and  conditions
of this  Agreement,  the parties agree that venue shall be the state and federal
courts located in Miami-Dade County,  Florida.  In addition and without limiting
the  foregoing,  the Company may initiate and prosecute any legal  proceeding in
any  state or  jurisdiction  in which  the  Customer  may be  domiciled  or does
business, or seek enforcement of any judgment o\in any other proper court having
jurisdiction in any other state in the United States.

21.3    In  the  event  of  any  litigation  or  proceeding arising out of or in
connection with this Agreement,  the prevailing  party, in addition to any other
remedy  that may be awarded,  shall be entitled to recover  from the other party
its reasonable attorneys' fees and costs.

22.     Survival of Warranties and Indemnifications.

22.1    The  warranties, representations, guarantees indemnifications  contained
herein shall continue in full force and effect notwithstanding any expiration or
other termination of the Agreement.

23.     Counterparts.

23.1    This Agreement may  be executed in any  number of  counterparts, each of
which  shall  be  deemed  to be an  original,  but all of which  together  shall
constitute one agreement.

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<PAGE>


     IN WITNESS  WHEREOF this  Agreement has been executed by the parties hereto
as of the date and year first above written.


                                Southeast-Atlantic Beverage Corporation


                                /s/Steve Landsgaard
                                ---------------------------------------
                                Print Name: Steve Landsgaard
                                            ---------------------------
                                Title:Director of Operations
                                      ---------------------------------
                                Date: August 10, 2004
                                      ---------------------------------



                                HANSEN BEVERAGE COMPANY
                                /s/Rodney C. Sacks
                                ---------------------------------------
                                Print Name: Rodney C. Sacks
                                Title:Chairman
                                Date: August 2, 2004

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