Sample Business Contracts

Contract Packing Agreement - Hansen Beverage Co. and Southwest Canning & Packaging Inc.

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                           CONTRACT PACKING AGREEMENT

     This  Agreement  made and entered  into this 5 day of April,  1996,  by and
between  HANSEN  BEVERAGE  COMPANY  (hereinafter  referred to as "Company")  and
SOUTHWEST CANNING & PACKAGING, INC., (hereinafter referred to as "Packer").


     "A. A Packer is in the business of packaging various carbonated beverages.

     "B. Company sells and distributes  carbonated beverages under its own brand
name and other brand names.

     "C.  Packer and Company wish to provide for the terms and  conditions  upon
which package Packer's products."


     "For  and  in  consideration  of  the  mutual  covenants,   conditions  and
provisions contained herein, the parties hereto agree as follows:"

     1.  Packer  agrees to pack  carbonated  beverages  of  Company  as shown on
Schedule 'A' (the "Product"),  in accordance with written formulas and standards
set by the Company and provided to Packer,  which  formulas and standards may be
omitted from time to time."

     2. The packaging for the Product shall be in accordance  with the rates and
prices as set forth in Schedule 'A.' In the event of a default in the payment as
provided in Schedule  'B' Packer  shall give  Company  five (5)  business  days'
notice and if the default is not cured and the Letter of Credit is  insufficient
to cover any  outstanding  balance,  then  Packer  shall  have the right to sell
wherever necessary including but not limited to California,  any and all Product
inventory and raw  materials in Packer's  possession to satisfy any of Company's
obligations to Packer under this Agreement."

     3.  Packer  agrees to package for Company the flavors and sizes in Schedule
'A', at such times and in such quantities as may be mutually agreed upon between
Company and Packer during the terms of this Agreement.

     4. Packer will schedule  production of products when  inventory of products
reaches the minimum  reasonable stock levels or at such other intervals as maybe
mutually  agreed  upon  between  Packer and  Company  from time to time.  Packer
further agrees to code-date  products so as to make possible  identification  of
date of production in accordance with coding system as required by Company.

     5. Packer and Company will each  provide raw  materials  for the  Company's
product as outlined in Schedule 'C'.


     6. Packer  agrees to maintain  sufficient  materials  in its  inventory  to
accommodate  normal  production  requirements of Company.  It is understood that
inventory  levels of  materials  ordered by Packer  specifically  for  Company's
product will be maintained at a level that will  consider  supplier  minimum run
requirements,  Packer's  minimum run  requirements,  historical  sales data when
available  and Company's  sales  projections.  Company  agrees to maintain a two
months supply of concentrate at Packers location.

     7.  Packer  agrees to send  samples of  products  at  Company's  expense to
Company at places and intervals reasonably determined by Company.

     8.  Packer  agrees to allow  representatives  of  Company  to  inspect  its
production facilities including observing the syrup making'' process and Quality
Control functions at any time during normal business hours.

     9. Title to all finished  goods shall  remain with Packer.  Packer shall be
responsible  for  warehousing  such  inventories,  which cost is included in the
rates as shown  in  Schedule  'A'.  A  shrinkage  allowance  of two  percent  on
concentrate  usage shall be allowed Packer under this  Agreement.  Any losses in
excess  of  this  amount,   as  determined  by  the  Company  during   month-end
inventories, shall be the sole responsibility of Packer.

     10. Finished goods will be released from Packer's  inventory by Packer only
upon  specific  orders from  Company and shall be shipped as agreed upon between
the parties.  Company shall provide Packer seven (7) working day's notice of its
shipping requirements.

     11.  Packer  agrees to routinely  keep and maintain  daily  production  and
quality  control  reports of  Company's  products  and to supply said reports to
Company  upon  request.  Company  shall at all  reasonable  times be entitled to
access to the  business  records  and  reports  of Packer as they  relate to the
production, quality control and shipment of Company's products.

     12. This  Agreement  shall  become and be  effective  immediately  upon the
execution of the same by the parties herein. This Agreement shall remain in full
force and effect  until  terminated  by either  party as  hereinafter  provided.
Either party,  for any reason  whatsoever  shall have the right to terminate the
Agreement  upon 60 days written  notice of its  intention to  terminate.  In the
event of a termination,  all of the  obligations of either party hereunder shall
be adjusted up to and including the effective date of said  termination.  Within
ten days Company shall pay Packer for all unpaid  invoices for finished  product
produced for Company and for all unused raw  materials at Packers  plant ordered
specifically  for Company's  product which cannot be utilized for Packer's other
products.  Also within ten days Company will arrange to assume the liability for
all unused raw materials in the hands of Packer's suppliers ordered specifically
for Company's product which cannot be utilized for Packer's other products. Upon
receipt of payment from Company and release of liability from suppliers,  as the
case maybe,  Packer will ship to Company,  at  Company's  expense,  all finished
product ingredients and raw materials in possession of Packer owned by Company.

     13. Packer will comply with all  applicable  federal,  state and local laws
and  regulations,  governing the portion of the  manufacturing  process that the
Packer performs and the materials the Packer supplies.


     14. Company will comply with all applicable  federal,  state and local laws
and regulations governing the materials supplied by Company and the labeling and
formula specifications.

     15.  Packer  agrees to indemnify  and hold Company  harmless from any loss,
claim,  damage,  lawsuit, or expense for injury to person or property occasioned
by or  incident to its  manufacture,  bottling or  preparation  for  delivery of
Company's  products.  Company agrees to indemnify and hold packer  harmless from
any claim,  loss,  damage or lawsuit  caused by  materials  supplied by Company.
"Packer and Company during the term of this Agreement  shall carry at their sole
cost broad comprehensive  liability insurance with limits of at least $1 million
per occurrence to provide for the  indemnification  set forth in this paragraph.
Each party shall furnish the other with evidence of the insurance required under
this paragraph in a form of certificate issued by the insurance  carrier,  which
certificate shall provide that there shall be no material change or cancellation
of the coverage  without ten (10) days' prior  written  notice of such change to
the party to whom the certificate is addressed.

     16.  Neither  party may assign  transfer  this  Agreement  or any  interest
therein without the prior written consent of the other.

     17.  Neither  party shall be liable for any delay or failure to perform any
of its obligations hereunder,  which delay may be due in whole or in part to any
caused or contingencies beyond said party's control,  including, but not limited
to,  fires,  accidents,  acts of God,  war,  strikes  or other  labor  disputes,
governmental action, orders, or regulations, and any and all matters beyond said
party's control.

     18. "In the event that any party hereto shall become insolvent,  shall file
or have filed  against it a voluntary or  involuntary  petition  pursuant to the
United  States  Bankruptcy  Act, or the  institution  of any  proceedings  by or
against either party for relief under any law relating to the relief of debtors,
or the making of any assignment for the benefit of creditors, or the appointment
of a receiver,  and such condition  remains unchanged for thirty (30) days', the
other  party may at its option  terminate  this  Agreement  on thirty (30) days'
notice to the other party."

     19. It is expressly understood between the parties hereto that any material
or  information  revealed  to Packer  regarding  the  Company's  products or the
formulae for the Company's products or identity of any concentrate suppliers for
the Company's  products,  Company's  customers or sales figures are confidential
and shall be treated as such by Packer and are  revealed  to Packer for the sole
purpose of enabling Packer to comply with its  obligations  under this Agreement
and are not to be used for any other  purpose or  revealed or  disclosed  to any
other parties under, any circumstances.

     20.  Disputes;  Arbitration.  If there is any  dispute  among  the  parties
regarding this  Agreement,  the parties hereto agree to submit the resolution of
the  dispute  to  arbitration  with the  arbitrator  to be  selected  by  mutual
agreement among the parties from a list of seven potential  arbitrators provided
by the American  Arbitration  Association with each party  alternately  striking
names,  with the last name  remaining to be the  arbitrator  so  selected.  Such
arbitration  shall take place in  Phoenix,  Arizona  and shall  comply  with the
Commercial  Arbitration  Rules  of the  American  Arbitration  Association.  The
decision  in writing of the  arbitrator  so  selected  in  accordance  with this
paragraph shall be conclusive on both parties hereto. Each party agrees that any
decision rendered by such arbitrator shall be enforced by any court of competent
jurisdiction over such party


     21.  This  Agreement,  along  with  the  schedules  represents  the  entire
understanding  between  Company and  Packer,  and  supercedes  all prior oral or
written  understandings  on the same  subject.  It may not be changed in any way
unless such change is in writing approved by both parties.

     22. This agreement does not constitute Packer an agent of Company.

     23. Any notice,  request or other  communication  given  hereunder shall be
deemed to have been  properly  given if in writing  and  delivered  or mailed by
prepaid and registered mail in the United States of America addressed:

a) if to Packer, to it at: 931 S. Highland Avenue Tucson, Arizona 85719

b) if to Company, to it at: 2401 E. Katella Ave., Suite 650 Anaheim,  California

     24.  The  parties  further   acknowledge  that  Packer  has  transportation
equipment  which will be available to deliver  Company's  finished  product.  By
mutual consent,  the Company may contract with Packer to perform these services,
at rates of compensation to Packer as detailed in Schedule 'A'.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and date first  above  written .


BY: /s/ Harold C. Taber Jr.                BY: /s/ Georoge Kalil
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TITLE: President / CEO                       TITLE: President
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