PRI- PAK, INC
MANUFACTURING CONTRACT
DOMESTIC
This Manufacturing Contract is made as of the 16th day of October 2003 by and
between Pri-Pak, Inc., an Indiana corporation ("Pri-Pak") with plant and
equipment ("Facilities") at Lawrenceburg, Indiana and Xxxxxx Beverage Company
with offices at Corona, Califorina. ("Buyer") evidences the following agreement
between Pri-Pak and buyer.
Section . Pri-Pak's Obligation, During the term of ths contract, Pri-Pak will:
1) Provide all labor, equipment and services at its facilitices necessary
to produce bottles or canned drinks in the flavors and packages
("Finish- ed Product") listed on the attached Exhibit A, and such
Exhibit A is an integral part of this Contract and shall not be
amended except in writing signed by both parties.
2) Receive at its dock and store all packaging and Finished Product
materials supplied by Buyer and load all Finished Product at Pri-Pak's
docks on trucks furnished by Buyer.
3) Complete the production of Finished Product within fourteen (14) days
after receipts of an order from Buyer.
4) Store finished product for a maximum of twenty (20) days after
production, after which buyer shall pay Pri-Pak a storage charge of
$____ per pallet of Finished Product per month.
5) Furnish carbonic gas (CO2), Fruotose and other Finished Product
materials not supplied by Buyer, pallets, adhesives for packaging, and
See Schedule A. Cost to be reimbursted by Buyer pursuant to Section 2.
6) Order and install, at Buyer's cost, any parts or equipment necessary
to run Buyer's packages.
Section 2. Buyer's Obligations: In consideration of Pri-Pak's performance under
Section 1, Buyer shall:
1) Pay Pri-Pak a packaging fee of See Schedule B for each case of
Finished Product produced by Pri-Pak.
2) Furnish at buyer's cost any unique equipment necessary to run buyer's
packages.
3) Reimberse Pri-Pak for all costs of items furnished by Pri-Pak pursuant
to Section 1.(5).
4) Pay Pri-Pak's invoices for payment and / or reimbursement within 10
days after the date of production. Buyer shall pay a penalty of 1.5%
per month on any unpaid balance over 30 days.
5) Supply at the faclities all ingredients, packaging material and other
items to be supplied by Buyer as listed on Schedule A in sufficient
quanitities and in a timely manner to allow Pri-Pak to produce
finished product in a normal and orderly fashion.
6) Order finished product for at least the minimum amount of _____ cases
per flavor per package size.
7) Purchase a minimum of ______ cases of Hnsen's Citrus Energy cans of
Finshed Product before October 15, 2004.
Section 3. Title and Lien for Payment. Title to any and all ingredients and
material supplied by Pri-Pak incorporated in the Finished Product shall not pass
to Buyer until such finished Product is loaded on Buyers trucks and Pri-Pak
shall have a lien for labor and material furnished and warehousing provided on
all Finished Product and on all ingredients, packaging materials and other
materials and supplies furnished by Buyer abd delivered to Pri-Paks faclities
Section 4. Pri-Pak's Warranty. Pri-Pak warrents to Buyer that it will produce
the Finished Product in accordance with the specifications set forth on Exhibit
A. and under conditions that conform to the standards of sound handling, mixing,
bottling, manufacturing, sanitation and safety practices in the soft drink
manufacturing industry, which include, but are not limited to a _% loss factor
on both ingredients and packaging. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED
HEREIN, PRI-PAK HEREBY DISCLAIMS ALL WARRANTIES WHETHER STATUORY, EXPRESS, OR
IMPLIED, INCLUDING ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR
USAGE OF TRADE IN REGARD TO ANY FINISHED PRODUCT.
Section 5. Buyer's Warranty and Indemnity. Buyer warrents to Pri-Pak that all
materials and items supplied to Pri-Pak for theproduction of Finshed Product
shall be free from defects and conform to the standards of ingredients in the
soft drink industry, and except for losses resulting from any breach of the
warranties of Pri-Pak above, shall identify and hold Pri-Pak free and harmless
from and against any and all claims and losses, including legal fees, costs and
expenses of investigations and defense, arising from any claims by any third
party.
Section 6. Successors and Assigns. The rights, duties and obligations of the
parties under this cotract shall insure to the benefit of their respective
sucessors or assigns.
Section 7. Termanition This contract shall be of an indefinite duration but may
be terminated at any time by either party giving the other ninety (90) days
prior written notice thereof, sent by certified mail, return receipt requested
or upon exhausting raw materials manufactored specifically for Buyer.
Section 8. Entire Contract. This contract, including Exhibit A, constitutes the
entire agreement between the parties hereto with respect to the transactions
herein described and no amendment hereto shall be valid unless it is contained
in a writing duly executed by both Buyer and Pri-Pak. In the event of any
conflict between the terms, conditions and provisions of this contract any
purchase order of Buyer, or any invoice confirmation or similar document of
Pri-Pak, this contract control shall be governed by the laws of Indiana.
Pri-Pak, Inc. is not responsible for typographical errors.
IN WITNESS WHEREOF, the parties have executed this contract as of this day,
month, and year first written above at Lawrenceburg, Indian.
PRI-PAK, INC.
XX Xxx 0000
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
BY: /s/ Xxx Xxxxxxxxx
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TITLE: V. P. Sales
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DATE: 10/16/03
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"BUYER"
BY: Xxxxxx Xxxxx
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TITLE: Chairman, Xxxxxx Beverage Co.
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DATE: 10/16/03
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