EXHIBIT 10.7
CO-PACK AGREEMENT dated as of December 31, 1996 (this
"Agreement") between Van den Xxxxx Foods Company, a division
of Conopco, Inc., a New York corporation ("Supplier"), and MBW
Foods Inc. (f/k/a MBW Acquisition Corp.), a Delaware
corporation ("Purchaser").
WHEREAS, Supplier and Purchaser have entered into an Asset Purchase
Agreement dated as of December 18, 1996 (the "Purchase Agreement"), providing
for, among other things, the sale by Supplier to Purchaser of the Transferred
Assets (as defined in the Purchase Agreement);
WHEREAS, Section 5.4 of the Purchase Agreement also provides that
Supplier and Purchaser shall enter into a manufacturing and supply agreement
pursuant to which Supplier shall supply and Purchaser shall purchase the
products listed on Schedule A hereto (the "Products") under the terms and
conditions set forth herein; and
WHEREAS, the Transferred Assets include certain Equipment used in
connection with the Business (each as defined in the Purchase Agreement).
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and conditions
herein set forth, the parties hereto agree as follows:
ARTICLE I
Binding Forecasts; Estimated Forecasts; Purchase Orders; Equipment
1.1. Binding Forecasts; Estimated Forecasts. On the date hereof,
Purchaser shall provide Supplier with an initial written forecast of Purchaser's
projected demand for Products during the three (3) month period beginning
January 1, 1997. Thereafter, no later than the 15th day of each month, Purchaser
shall supply a written forecast of Purchaser's projected demand during the
following three months. The initial month's forecast for such Products (the
"Binding Forecast") shall set forth the total quantity of Products that
Purchaser shall order for delivery during such month and shall represent a
commitment by Purchaser to purchase the amount of Product indicated thereunder.
The last two months of each
such forecast shall be a nonbinding, good faith estimate of the quantity of
Products that Purchaser expects to order for delivery during the second and
third months (the "Estimated Forecasts"). The Estimated Forecasts are for
planning purposes only and shall not be construed as a firm commitment to
Supplier. Supplier shall invoice Purchaser and Purchaser shall thereafter pay
for any Product specified in a Binding Forecast but not ordered by Purchaser
during the month to which such Binding Forecast relates.
1.2. Purchase Orders. All purchases of Product by Purchaser
hereunder shall be pursuant to written purchase orders, which shall be delivered
at least 20 days prior to the requested delivery date. A purchase order shall
specify the Products ordered, the quantities of each Product ordered and the
requested time and manner of delivery, all of which shall be subject to the
amount of Products specified in the Binding Forecast and the provisions of
Articles II and III.
1.3. Acceptance of Purchase Orders. Supplier may reject any purchase
order that specifies a quantity that is inconsistent with the provisions of
Article II or that, when added to the other quantities of Products delivered or
to be delivered during any month, exceeds the Binding Forecast for such month or
that contains a delivery schedule that is inconsistent with the provisions of
Article III.
1.4. Removal of Equipment. Following expiration or termination of
this Agreement, the Equipment shall be removed from Supplier's applicable
facility in accordance with the provisions of the Purchase Agreement. In
addition, upon such expiration or termination, Supplier shall immediately
account for and return to Purchaser, freight collect, Specifications (as defined
in Section 5.1) and co-pack manuals related exclusively to the Products and
other confidential processing information owned and/or supplied by Purchaser
pursuant to this Agreement.
ARTICLE II
Quantity; Purchased Inventory
2.1. Quantity. Purchaser shall purchase from Supplier, and Supplier
shall, subject to the last sentence of this Section 2.1, sell to Purchaser, all
Purchaser's requirements as forecasted and ordered during the term of, and
subject to all the other terms of, this Agreement, provided, however, that
Supplier shall have no obligation to supply any amount of Product in excess of
the amount specified in the Binding Forecast for such month. In addition, no
Binding Forecast shall be in excess of the maximum supply limits or below the
minimum supply limits for the Products set forth on the attached Schedule B. If,
during any period, Purchaser desires to purchase a quantity of Products that
exceeds the maximum supply limits on any Binding Forecast, Purchaser shall
notify Supplier in writing, and Supplier may, in its sole discretion,
accommodate Purchaser, but shall be under no obligation to supply such
additional quantities and shall not be responsible for any losses or
damages that may be suffered by the Purchaser as a result of such failure to
supply the additional Products. If Purchaser wishes to reduce its purchases of
Product hereunder to less than all of its requirements, (i) it may do so on 60
days notice to Supplier if the reduction in quantity is substantially the same
percentage reduction for each SKU (with pricing thereafter to be in accordance
with Schedule C-1) or (ii) if the reduction in quantity is not substantially the
same percentage reduction for each SKU, Supplier and Purchaser shall negotiate
in good faith the price increase that shall result from such reduction. Until 60
days (or as otherwise mutually agreed by Supplier and Purchaser) after Supplier
and Purchaser have reached agreement with respect to the matters described in
clause (ii) of the preceding sentence, Purchaser shall continue to purchase all
of Purchaser's requirements from Supplier.
2.2. Purchased Materials. Pursuant to the Purchase Agreement,
Purchaser has purchased certain raw materials and packaging supplies (the
"Purchased Materials"), which shall be used by Supplier to manufacture the
Products hereunder. All Purchased Materials shall be used by Supplier to produce
the Products on a "first in, first out" basis before Supplier uses any similar
raw materials or packaging supplies purchased after the date hereof. Purchaser's
cost for the Purchased Materials is the amount set forth in respect thereof on
the Closing Date Inventory Statement (as defined in the Purchase Agreement) (the
"Purchased Material Cost").
ARTICLE III
Delivery; Invoices; Title
3.1. Delivery. Prior to the expiration or termination of the
Transition Services Agreement, Supplier shall deliver the Products as set forth
in the Transition Services Agreement. Following the expiration or termination of
the Transition Services Agreement, Supplier shall make the Products available
for shipping by Purchaser's designated carrier, F.O.B., Supplier's Olathe,
Kansas facility or Rochester, New York facility, as the case may be, on the date
specified in the purchase orders, but, if a purchase order requests delivery
less than 20 days after the receipt by Supplier of the purchase order, Supplier
shall have 20 days after its receipt of the purchase order to deliver the
Products ordered in such purchase order. Supplier shall use commercially
reasonable efforts to manufacture and have ready for shipment orders of Products
by any earlier requested shipment date, so long as such efforts do not interfere
with Supplier's normal operations at Supplier's facilities.
3.2. Invoices; Payment. Following the expiration or termination of
the Transition Services Agreement, all orders for Products under this Agreement
shall be invoiced at the time of manufacture and any Products specified in a
Binding Forecast but not ordered in the related calendar month shall be invoiced
on the
business day following such month. All invoices hereunder shall be due and
payable net thirty (30) days from the invoice date. Any amount not paid when due
shall accrue interest at the rate of one and one-half percent (1-1/2%) per month
until paid in full.
3.3. Title. Title to, and risk of loss regarding, the Products shall
be in and pass to Purchaser upon Supplier's manufacture of the Products.
ARTICLE IV
Price
4.1. Price. The price for Products sold by Supplier to Purchaser
shall be as described on Schedule C and Schedule C-1.
ARTICLE V
Quality
5.1. Specifications. The specifications for the Products are set
forth on Schedule D (the "Specifications") and are the Specifications that were
used by Supplier for the manufacture of the Products immediately prior to the
Closing Date. Purchaser shall have the right, at its sole option, to modify from
time to time the formulations for Products included as part of the
Specifications (such modified Products are referred to herein as "Modified
Products"); provided such modifications do not require any alterations or
additions to the Equipment or process changes and would not interfere with
Supplier's other business operations. Purchaser shall bear any additional costs
which are required in order to manufacture Products in accordance with such
modified formulations. A condition to any such modification shall be that the
price for Products with modified formulations shall have been adjusted by mutual
agreement of the parties to reflect the increased or decreased cost of
manufacture by Supplier. At the request of the Purchaser, Supplier shall furnish
to Purchaser records, invoices and other data pertaining to the prices for any
such modified Products and/or the costs of Supplier for the manufacture thereof.
Supplier shall code each Product as outlined in the Specifications and shall not
mix different Product code dates in the same carton and/or case. Supplier shall
consider in good faith any other requested changes by Purchaser; provided,
however, that Supplier shall not be required to make any such other changes.
5.2. Nonconforming Products. Any Products delivered hereunder that
do not conform to the Specifications shall be deemed to be "Nonconforming
Products". Purchaser shall notify Supplier of any Nonconforming Products within
10 days after such Products were shipped from Supplier's facility; provided,
that the failure to give such notice shall not relieve Supplier of any liability
hereunder except to the extent Supplier is actually prejudiced thereby; and
provided, further, such notice must be given prior to the expiration of the
shelf life of the Nonconforming Product at issue or Supplier shall have no
liability in respect thereof. Any such Nonconforming Products shall be returned
to Supplier at Supplier's cost, but prior to any such return, Supplier shall
have the right to examine and test any Products that Purchaser claims are
Nonconforming Products. At Supplier's option, it shall either issue Purchaser a
credit for such Nonconforming Products or promptly replace, at Supplier's cost,
such Nonconforming Products with Products that meet the Specifications.
5.3. Right To Inspect. During the term hereof, Purchaser shall have
the right, at Purchaser's sole cost and expense, during normal business hours
and upon reasonable written notice to Supplier, (i) to enter and inspect that
portion of Supplier's facility where the Products are manufactured to ensure
that the Products comply with the Specifications and to monitor all aspects of
production of Products, (ii) to inspect the Equipment and (iii) to audit and
inspect the books and records of Supplier's operations at the Supplier's
facility to the extent related to the quality control of the manufacture of
Product; provided, however, that any inspection pursuant to this Section 5.3
shall not interfere with Supplier's normal operations at such facilities and
that such inspections are subject to the execution of confidentiality agreements
reasonably satisfactory to Supplier. Supplier will promptly submit to Purchaser
copies of all quality assurance reports as required by the Specifications.
5.4. Purchase of Raw Materials and Supplies. (a) Except for the
Purchased Materials, Supplier shall purchase all ingredients, raw materials and
packaging supplies necessary to produce the Products manufactured hereunder
during the term hereof. Supplier shall make such purchases either as the agent
of Purchaser or as a principal.
(b) During the three months prior to the expiration of this
Agreement or following such time as when notice has been given hereunder that
either party hereto intends to terminate this Agreement, Supplier and Purchaser
shall cooperate to minimize the quantities of ingredients, raw materials and
packaging supplies that are held by Supplier for the manufacture of the
Products.
5.5. Recall. Purchaser shall provide recall or withdrawal services
in a manner which is consistent with the policies and procedures applied in
recalling or withdrawing products in other food businesses for which Dartford
Partnership provides management services, except that the decision to recall or
withdraw the Products will be made in the sole discretion of Purchaser.
Purchaser will, however, make all reasonable efforts to discuss the matter with
Supplier.
5.6. Quality Control. Supplier agrees that it will not materially
change the practices which were observed by Supplier with respect to the
manufacture of Product prior to Purchaser's purchase of the Business, including,
without limitation, sanitation, pest control, formula control, product
evaluation procedures, shelf life, hold procedures, product safety plans and
employee training.
ARTICLE VI
Term and Termination
6.1. Term. (a) This Agreement shall commence on the date hereof and
shall continue in effect through the first anniversary of the Closing Date (as
defined in the Purchase Agreement).
(b) Any extension of this Agreement with respect to the supply of
food service pancake mix from Supplier to Purchaser shall be agreed upon, on
terms and conditions mutually agreeable to Supplier and Purchaser, at least
three months prior to the termination of this Agreement; provided, however,
neither party hereto shall be required to extend the term of this Agreement.
6.2. Termination. Notwithstanding the provisions of Section 6.1,
this Agreement may be terminated prior to the expiration of the term, upon prior
written notice as set forth below:
(i) either in its entirety or with respect to one or more Products
by mutual agreement of the parties;
(ii) by Supplier, if Purchaser fails to pay any amount when due
hereunder and such failure continues for a period of five (5) days
following written notice thereof (unless the unpaid amount of such invoice
is being contested in good faith by Purchaser);
(iii) by either party if the other party commits a breach of any
provision of this Agreement and such failure continues for a period of
thirty (30) days following written notice;
(iv) by either party, effective immediately, if the other party
files, or has filed against it, a petition for voluntary or involuntary
bankruptcy or pursuant to any other insolvency law or the other party
makes or seeks to make a general assignment for the benefit of its
creditors or applies for or consents to the appointment of a trustee,
receiver or custodian for it or a substantial part of its property; or
(v) by either party, in the event of a Force Majeure occurrence
affecting the other party which continues for more than sixty (60) days.
6.3. Effect of Termination. (a) Upon the termination or expiration
of this Agreement, Purchaser shall purchase from Supplier (i) at the price
provided in Section 4.1, all existing inventory of Products that have not
already been paid for by Purchaser, and (ii) at the price paid by Supplier
therefor, all quantities of ingredients, raw materials and packaging supplies,
wherever located, excluding Purchased Materials, that are intended to be used in
the manufacture of Products at the Supplier's facility. In addition, any
Purchased Materials that remain in Supplier's possession shall be returned to
Purchaser and Supplier shall pay to Purchaser the portion of the Purchased
Material Cost attributable to Purchased Materials used by Supplier to
manufacture the Products hereunder. Purchaser shall pay all shipping and
delivery charges in respect of the inventories and Purchased Materials acquired
under this Section 6.3(a).
(b) Upon the termination or expiration of this Agreement, the
Supplier shall cease manufacturing the Products.
(c) In the event of expiration or termination of this Agreement for
any reason, any obligations, claims, damages, losses, liabilities or debts
arising prior to such expiration or termination shall survive the expiration or
termination hereof for any reason whatsoever.
ARTICLE VII
Warranties
7.1. Supplier Warranties. Supplier warrants that the Products
supplied hereunder shall be manufactured in accordance with and shall comply
with the Specifications therefor and shall be manufactured in accordance with
all applicable laws or regulations, including, without limitation, the
provisions of the Federal Food, Drug and Cosmetics Act, as amended, and will not
constitute "adulterated or misbranded goods" within the meaning of such Act;
provided, however, that with respect to Modified Products, Supplier only
warrants that such Modified Products will have been manufactured in accordance
with the formulas and recipes therefor. WITHOUT LIMITING THE FOREGOING
WARRANTIES, SUPPLIER MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE AND SUPPLIER SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
7.2. Purchaser Warranties. Purchaser warrants that (i) any Modified
Product manufactured in accordance with its applicable formula will comply with
the Specifications for such Modified Product, (ii) the Specifications for
Modified Products shall comply with all applicable laws or regulations,
including, without limitation, the provisions of the Federal Food Drug and
Cosmetics Act, as amended, and (iii) Modified Products manufactured in
accordance with the applicable formulas will not constitute "adulterated or
misbranded goods" within the meaning of such Act.
ARTICLE VIII
Limitation of Liability
8.1. Limitation of Liability. Except for Supplier's obligations
under Section 9.1(b), the liability of Supplier with respect to the Products
delivered hereunder shall be limited solely to the replacement or refund of
Nonconforming Products as provided in Section 5.3 and Supplier shall have no
other liability whatsoever with respect to the Products or Nonconforming
Products.
8.2. No Consequential Damages. Except as may arise pursuant to the
indemnification provided for in Article IX, neither party shall be liable for
any indirect, special or consequential damages or for lost profits or revenues
of any kind resulting from the failure of any Products to meet the
Specifications or for any breach of this Agreement.
ARTICLE IX
Indemnification
9.1. Indemnification. (a) Purchaser shall indemnify, defend and hold
Supplier and its affiliates harmless from and against any and all claims,
losses, damages, liabilities, deficiencies, obligations, out of pocket costs or
expenses, including without limitation reasonable attorneys' fees and expenses
and costs and expenses of investigation (collectively "Losses") arising out of
or resulting from (i) the sale or distribution of the Products or Modified
Products; (ii) actual or alleged personal injury (including illness or death) in
connection with or related to the use of the Products or Modified Products (in
the case of clauses (i) and (ii), excluding Losses for which Supplier is liable
pursuant to Section 9.1(b)) or (iii) breaches of Purchaser's warranties
contained in Section 7.2 hereunder.
(b) Supplier shall indemnify, defend and hold Purchaser and its
affiliates harmless from and against all Losses in respect of actual or alleged
personal
injury (including illness or death) to the extent resulting from breaches of
Supplier's warranties contained in Section 7.1 hereunder.
9.2. Indemnification Procedure for Third Party Claims. If a party
entitled to indemnification hereunder (an "Indemnified Party") receives written
notice of the commencement of any action or proceeding, the assertion of any
claim by a third-party or the imposition of any penalty or assessment for which
indemnity may be sought under this Article IX (a "Third Party Claim") and the
Indemnified Party intends to seek indemnity pursuant to this Article IX, the
Indemnified Party shall promptly provide the party providing indemnification
hereunder (the "Indemnifying Party") with written notice of such Third Party
Claim. The Indemnifying Party shall be entitled to participate in or, at its
option, assume the defense, appeal or settlement of such Third Party Claim, with
counsel selected by the Indemnifying Party and approved by the Indemnified
Party, which approval shall not be unreasonably withheld or delayed. The
Indemnified Party shall fully cooperate with the Indemnifying Party in
connection therewith. The Indemnified Party shall be entitled at any time to
employ separate counsel to represent itself, but if the defense, appeal or
settlement of such Third Party Claim has been assumed by the Indemnifying Party
with its approved counsel as provided above, any separate counsel employed by
the Indemnified Party shall be at the Indemnified Party's expense. The
Indemnifying Party shall not settle any Third Party Claim, the defense or
settlement of which is controlled by it, without the Indemnified Party's prior
written consent. In the event that the Indemnifying Party fails to assume the
defense, appeal or settlement of any Third Party Claim within ten (10) days
after receipt of notice thereof from the Indemnified Party, the Indemnified
Party shall have the right to undertake the defense, appeal or settlement of
such Third Party Claim at the expense and for the account of the Indemnifying
Party.
9.3. Survival. The indemnification provisions of this Article IX
shall survive the expiration or termination of this Agreement for any reason
whatsoever.
ARTICLE X
Other Agreements
10.1. Intellectual Property. The parties hereto understand and
acknowledge that nothing contained in this Agreement shall be deemed to give
Supplier or any other Person any right, title or interest to Purchaser's
trademarks and trade names, or any other trademarks, trade names or other
intellectual property of Purchaser and its affiliates, and the same shall at all
times remain in Purchaser and its affiliates. Neither Supplier nor any other
Person shall have any right to use, adopt or register any of such trademarks or
trade names or other intellectual
property, except as required to perform the services set forth herein or as
authorized in writing by Purchaser.
10.2. Confidentiality. Supplier acknowledges that Purchaser will be
providing Supplier with proprietary technical information and know-how,
including without limitation the Specifications (including all formulas), all of
which information and know-how are closely guarded secrets and assets of
Purchaser and its affiliates or customers. Supplier shall hold in confidence all
such information and know-how received from Purchaser and shall use such
information and know-how only for the purpose of manufacturing Products for
Purchaser hereunder. Upon the termination or expiration of this Agreement,
Supplier shall return to Purchaser all such information and know-how, together
with all copies thereof, and shall retain none for its files. Supplier shall
inform its employees of the confidential nature of such information and
know-how. Supplier shall be responsible for any breaches of such confidentiality
by its employees.
10.3. Ownership of Equipment. The Equipment shall at all times
remain the property of Purchaser and such ownership shall be clearly designated.
Supplier will perform routine maintenance, at a level and in a manner as
historically performed by Supplier, on all Equipment. Purchaser shall be fully
responsible for all non-routine or otherwise extraordinary repairs or
maintenance, and for any replacement of, or capital improvements to, the
Equipment, as needed. Purchaser shall assume the entire risk of loss or damage
to the Equipment from any cause whatsoever while the Equipment is in Supplier's
control and/or possession. Supplier shall not, at any time prior to return to
Purchaser hereunder, remove the Equipment from the Supplier's facility.
Supplier shall not use the Equipment for the processing or
manufacturing of any product other than Products for sale to Purchaser
hereunder.
10.4. Personnel. Supplier shall render the services agreed upon in
this Agreement with its own personnel, and Supplier has the necessary and
qualified personnel to perform such services. The personnel of Supplier
performing any services hereunder shall be the employees of Supplier, and
Purchaser shall have no labor relationship with such personnel nor shall
Purchaser be liable for wages or collective bargaining liabilities to such
employees.
ARTICLE XI
Miscellaneous
11.1. Notices. Any notice or other communication hereunder shall be
in writing and shall be (i) delivered personally; (ii) sent by documented
overnight delivery service; (iii) sent by facsimile transmission, provided that
a confirmation copy thereof is sent no later than the business day following the
day of such transmission by documented overnight delivery service or first class
mail, postage prepaid (certified or registered mail, return receipt requested);
or (iv) sent by first class mail, postage prepaid (certified or registered mail,
return receipt requested). Such notice shall be deemed to have been duly given
(i) on the date of delivery, if delivered personally; (ii) on the business day
after dispatch by documented overnight delivery service, if sent in such manner;
(iii) on the date of facsimile transmission, if so transmitted; or (iv) on the
fifth business day after sent by first-class mail, postage prepaid, if sent in
such manner. Notices or other communications shall be directed to the following
addresses:
If to Supplier:
Van den Xxxxx Foods Company
0000 Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Telecopier: (000) 000-0000
Attn: Xxxxxx Xxxxxx
with a copy to:
Unilever United States, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attn: General Counsel
If to Purchaser:
MBW Foods Inc.
c/o Dartford Partnership L.L.C.
000 Xxxxxxxxxx Xxxxxx; Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxx Xxxxx
Either party may, by notice given in accordance with this Section
11.1, specify a new address for notices under this Agreement.
11.2. Headings. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement and shall not affect the interpretation
hereof.
11.3. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to its principles of conflict of laws.
11.4. Assignment. Neither party may assign its rights and
obligations under this Agreement to any third party without the prior written
consent of the other party; provided, however, that (i) Supplier may assign its
rights and obligations hereunder (A) to any affiliate of Supplier that is
capable of performing Supplier's obligations hereunder or (B) to any purchaser
of Supplier's business or facility, and (ii) Purchaser may assign its rights and
obligations hereunder (A) to any purchaser of all or substantially all of
Purchaser's business in respect of the Products, (B) to any of Purchaser's
affiliates so long as Purchaser shall remain fully liable for the fulfillment of
all such obligations and (C) as security to Purchaser's lenders in respect of
the Financing (or as collateral security in connection with any other financing
so long as the proceeds thereof are used for businesses of or acquisitions by
Purchaser, its successors or its subsidiaries) if so requested, provided,
however, that in the event of any such assignment of this Agreement, Purchaser
shall notify Supplier of such assignment within two business days thereof.
11.5. No Third Party Beneficiaries. This Agreement shall be binding
upon and inure solely to the benefit of the parties and their successors and
permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
11.6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11.7. Severability. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any other jurisdiction, but this Agreement shall be
reformed and construed in any such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein and such provision shall
be reformed so that it would be valid, legal and enforceable to the maximum
extent permitted in such jurisdiction.
11.8. Independent Status. Supplier is an independent contractor
engaged by Purchaser for the provision of the Products. Except as provided in
Section 5.4, nothing in this Agreement shall constitute Supplier as an employee,
agent or general representative of Purchaser. Except as provided in Section 5.4,
this Agreement shall not constitute either party as the legal representative or
agent of the other nor shall either party have the right or authority to assume,
create or incur any liability or any obligation of any kind, express or implied,
against, or in the name of or on behalf of, the other party.
11.9. Force Majeure. Except for the payment of money, neither party
shall be in default hereunder by reason of any failure or delay in the
performance of its obligations hereunder where such failure or delay is due to
circumstances or causes beyond such party's reasonable control, such as acts of
God, labor disputes, strikes, war, threat of war, riot, intervention by
governmental authorities, embargoes, priorities repealed or required by civil
authorities, floods, fire, accident, delays in transportation or other
occurrences of a similar nature. Any party affected by a "Force Majeure"
occurrence shall provide written notice thereof to the other and shall indicate
the projected length of such Force Majeure occurrence.
11.10. Jurisdiction; Service of Process. Supplier and Purchaser
irrevocably consent and agree that any legal action, suit or proceeding against
either of them with respect to their obligations or liabilities under or arising
out of or in connection with this Agreement may be brought in the United States
District Court for the Southern District of New York or in the courts of the
State of New York sitting in New York County and each hereby irrevocably accepts
and submits to the exclusive jurisdiction of each of the aforesaid courts in
personam, with respect to any such action, suit or proceeding. Supplier and
Purchaser irrevocably consent and agree that the service of any and all legal
process, summons, notices and documents which may be served in any such action,
suit or proceeding arising hereunder may be made by mailing a copy thereof by
certified or registered mail, postage prepaid,
return receipt requested, to the party to be served at the address set forth in
Section 11.1 hereof, with such service to be effective upon receipt.
11.11. Amendment; Waivers. This Agreement may be amended only in a
writing signed by both parties hereto. Any provision of this Agreement may be
waived only in a writing signed by the party to be bound by such waiver. No
course of dealing between the parties shall be effective to amend or waive any
provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective duly authorized officers as of the day and year
first above written.
VAN DEN XXXXX FOODS COMPANY,
by:
/s/ Mart Laius
--------------
Name: Mart Laius
Title: Authorized Signatory
MBW FOODS INC.,
by:
/s/ Xxx Xxxxx
-------------
Name: Xxx Xxxxx
Title: Executive Vice President
SCHEDULE A
LIST OF PRODUCTS
----------------
SKU DESCRIPTION-SYRUP SKU DESCRIPTION-PANCAKE MIXES
397102 1.5 OZ PORTIONS 60650 5 LB. BUTTERMILK PANCAKE
397120 1.0 OZ PORTIONS 60655 5 LB. COMPLETE PANCAKE AND WAFFLE
397160 4/1 ECONOLITE GALLONS 60656 5 LB. EGG PANCAKE
397162 DISPLAY GALLONS COSTCO 60657 5 LB. DELUXE EGG PANCAKE
397170 DISPLAY GALLONS FRENCH 60658 50 LB. PANCAKE & WAFFLE BASE
579129 24 OZ REG 60660 5 LB. GOURMET BELGIAN WAFFLE BASE
529224 24 OZ LITE 60661 5 LB. POTATO PANCAKE
579172 24 OZ CBR 60662 50 LB. EGG PANCAKE
529390 24 OZ LITE .25 OFF 60665 25 LB. BUTTERMILK PANCAKE**
579225 24 OZ REG .25 OFF
579412 12 OZ REG NOTE: **No shipments during the past 12 months. Considered
579169 12 OZ REG 1.69 discontinued by VDB.
529212 12 OZ LITE
529169 12 OZ LITE 1.69
579408 36 OZ REG
529208 36 OZ LITE
529370 36 OZ LITE .35 OFF
579035 36 OZ REG .35 OFF
SCHEDULE B
----------
Supply Limits
-------------
Syrup and Mixes
---------------
SYRUPS:
Minimum Supply Maximum Supply
------------- --------------
5.0 million pounds 8.0 million pounds
The monthly minimum and maximum supply limits are dependent upon product mix
being substantially consistent with historical production. If the product mix
significantly changes, the minimums and maximums may also change.
MIXES:
Maximum weekly capacity is 195,000 pounds.
Schedule C
Syrup and Mix Co-pack Prices
COST PER PHYSICAL CASE
FOB PLANT
1-3 Months 4-6 Months After 6 Months
103.5% of 106% of 11% of
Base Price Base Price Base Price Base Price
---------------------------------------------------------------------------------------------
397102 1.5 OZ PORTIONS 4.73 4.90 5.01 5.25
---------------------------------------------------------------------------------------------
397120 1.0 OZ PORTIONS 7.44 7.70 7.89 8.26
---------------------------------------------------------------------------------------------
397160 4/1 ECONOLITE GALLONS 10.44 10.81 11.07 11.59
---------------------------------------------------------------------------------------------
397162 DISPLAY GALLONS COSTCO 10.22 10.58 10.83 11.34
---------------------------------------------------------------------------------------------
397170 DISPLAY GALLONS FRENCH 10.34 10.70 10.96 11.48
---------------------------------------------------------------------------------------------
579129 24 OZ REG 7.38 7.64 7.82 8.19
---------------------------------------------------------------------------------------------
529224 24 OZ LITE 6.63 6.86 7.03 7.36
---------------------------------------------------------------------------------------------
579172 24 OZ CBR 7.59 7.86 8.05 8.42
---------------------------------------------------------------------------------------------
529390 24 OZ LITE .25 OFF 6.66 6.89 7.06 7.39
---------------------------------------------------------------------------------------------
579225 24 OZ REG .25 OFF 7.35 7.61 7.79 8.16
---------------------------------------------------------------------------------------------
579412 12 OZ REG 4.55 4.71 4.82 5.05
---------------------------------------------------------------------------------------------
579169 12 OZ REG 1.69 4.58 4.74 4.85 5.08
---------------------------------------------------------------------------------------------
529212 12 OZ LITE 4.55 4.71 4.82 5.05
---------------------------------------------------------------------------------------------
529169 12 OZ LITE 1.69 4.26 4.41 4.52 4.73
---------------------------------------------------------------------------------------------
579408 36 OZ REG 8.04 8.32 8.52 8.92
---------------------------------------------------------------------------------------------
529208 36 OZ LITE 7.34 7.60 7.78 8.15
---------------------------------------------------------------------------------------------
529370 36 OZ LITE .35 OFF 7.38 7.64 7.82 8.19
---------------------------------------------------------------------------------------------
579035 36 OZ REG .35 OFF 8.05 8.33 8.53 8.94
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
60650 5 Lbs. Buttermilk Pancake Mix 11.22 11.61 11.89 12.45
---------------------------------------------------------------------------------------------
60655 5 Lbs. Complete Pancake Mix 10.81 11.19 11.46 12.00
---------------------------------------------------------------------------------------------
60656 5 Lbs. Egg Pancake Mix 10.57 10.94 11.20 11.73
---------------------------------------------------------------------------------------------
60657 5 Lbs. Deluxe Egg Pancake Mix 10.51 10.88 11.14 11.67
---------------------------------------------------------------------------------------------
60658 50 Lbs. Pancake & Waffle Mix 11.90 12.32 12.61 13.21
---------------------------------------------------------------------------------------------
60660 5 Lbs. Gourmet Belgian Waffle Mix 12.15 12.58 12.88 13.49
---------------------------------------------------------------------------------------------
*60661 5 Lbs. Potato Pancake Waffle Mix 22.18 22.96 23.51 24.62
---------------------------------------------------------------------------------------------
60662 50 Lbs. Egg Pancake Mix 12.69 13.13 13.45 14.09
---------------------------------------------------------------------------------------------
*Costs are higher for freeze dried potato flakes and diced onions.
--------------------------------------------------------------------------------
The above prices will be adjusted monthly for purchase price variances (raw
materials & packaging) from standard costs. The adjustment for purchase price
variances will be invoiced to the Buyer monthly. If the product mix and the
number of shifts change from historical past practices, the above prices may
increase.
--------------------------------------------------------------------------------
Schedule C - 1
Syrup and Mix Co-pack Prices for changes in production levels
COST PER PHYSICAL CASE
FOB PLANT
--------------------------------------------------------------------------------
If monthly production volumes are below 5.0 million pounds or exceed 8.0 million
pounds (using a historical product mix), then the base price charged to the
Buyer will increase as shown below.
--------------------------------------------------------------------------------
---------------------------------------
Change in Production (plus or minus)
------------------------------------------------------------------------------
5% 10% 15% 20% 25% 40% 60% 80%
---------------------------------------------------------------------------------------------------------------
397102 1.5 OZ PORTIONS 4.78 4.83 4.88 4.97 5.20 5.68 6.15 6.62
---------------------------------
397120 1.0 OZ PORTIONS 7.51 7.59 7.67 7.81 8.18 8.93 9.67 10.42
---------------------------------
397160 4/1 ECONOLITE GALLONS 10.54 10.66 10.76 10.97 11.47 12.53 13.57 14.62
---------------------------------
397162 DISPLAY GALLONS COSTCO 10.32 10.43 10.54 10.73 11.23 12.26 13.29 14.31
---------------------------------
397170 DISPLAY GALLONS FRENCH 10.44 10.55 10.66 10.86 11.36 12.41 13.44 14.48
---------------------------------
579129 24 OZ REG 7.45 7.53 7.61 7.75 8.11 8.86 9.59 10.33
---------------------------------
529224 24 OZ LITE 6.70 6.77 6.84 6.96 7.29 7.96 8.62 9.28
---------------------------------
579172 24 OZ CBR 7.67 7.75 7.83 7.97 8.34 9.11 9.87 10.63
---------------------------------
529390 24 OZ LITE .25 OFF 6.73 6.80 6.87 6.99 7.32 7.99 8.66 9.32
---------------------------------
579225 24 OZ REG .25 OFF 7.42 7.50 7.58 7.72 8.08 8.82 9.58 10.29
---------------------------------
579412 12 OZ REG 4.60 4.64 4.69 4.78 5.00 5.46 5.92 6.37
---------------------------------
579169 12 OZ REG 1.69 4.63 4.67 4.72 4.81 5.03 5.50 5.95 6.41
---------------------------------
529212 12 OZ LITE 4.60 4.64 4.69 4.78 5.00 5.46 5.92 6.37
---------------------------------
529169 12 OZ LITE 1.69 4.30 4.35 4.39 4.47 4.68 5.11 5.54 5.96
---------------------------------
579408 36 OZ REG 8.12 8.21 8.29 8.44 8.84 9.65 10.45 11.26
---------------------------------
529208 36 OZ LITE 7.41 7.49 7.57 7.71 8.07 8.81 9.54 10.28
---------------------------------
529370 36 OZ LITE .35 OFF 7.45 7.53 7.61 7.75 8.11 8.86 9.59 10.33
---------------------------------
579035 36 OZ REG .35 OFF 8.13 8.22 8.30 8.45 8.85 9.66 10.47 11.27
---------------------------------
SCHEDULE D
SYRUP - FINISHED PRODUCT SPECIFICATIONS
REGULAR SYRUP LITE SYRUP
@ 70F @ 70F
------------- -------------
MIN MAX MIN MAX
--- --- --- ---
BRIX 67.2 69.5 35 37.3
PH 4.8 5.2 4.2 4.6
VISCOSITY 700 1500 1350 2050
MICRO < 100 < 100
YEAST < 10 < 10
MOLD < 10 < 10
COLIFORM < 10 < 10
TARGET
NET GRAMS +/-2%
NET WEIGHTS PER BOTTLE MIN MAX
----------- ---------- --- ---
24 FL OZ REG 951.1 932.1 970.1
24 FL OZ LITE 821.9 805.5 838.3
12 FL OZ REG 475.5 466.0 485.0
12 FL OZ LITE 410.9 402.7 419.1
36 FL OZ REG 1426.6 1398.1 1455.1
36 FL OZ LITE 1232.8 1208.1 1257.5
4 X 1 GALLON 5072.3 4970.9 5173.7
200 X 1 OZ 28.3 27.7 28.9
100 X 1.5 OZ 42.5 41.7 43.4
Note: Same specifications are used for Country Best Recipe.
Formula Number 60662
Formula Name: MBW EGG PANCAKE MX.
MISCELLANEOUS MIXES
Supersedes:
Issue Date: 10/07/91
PRODUCT STANDARDS
-----------------
Water Abs. Mix ____________+/-1% Weight 6 9 1/4 oz. +/- 1/4 oz.
_____________________
Specific Volume ____________+/- .3 Height 6 3" +/- 1/4"
___________
Crumb Color LT - MED YELLOW Spread 0 00 (xxxxxxx) x/- 0/0"
__________________ _____________________
Crust Color MEDIUM XXXXX Spread/Height _____________________
__________________
Grain & Texture SL. OPEN W/UNIFORM C02 Mix _____________________
GAS HOLES
__________________
pH Indicator PURPLE Salt Mix _____________________
__________________
Spec. Gravity __________________ Fat _____________________
Flavor XXXXX
_____________________
LABORATORY DIRECTIONS
_____________________
Mixer Cutter Size _____________________
KITCHEN AID:
Mix 500 gm Scoop Size _____________________
___________________
___________________ gm Depositor Set. 5 TYPE K
_____________________
___________________ gm Raw Weight (3) 132 gm
________________
Water 625 xx Xxx Time _______________ sec. per
___________________
Mix Time 1/2 L.S. 1/2 L min. low Bake Time _______________ min.
_______________
SPEED 1. USE WHIP
Mix Time _________________ min. med. Fry Temp. ____________ (degrees) F
Batter Temp. __________ +/-2(degrees) F Bake Temp. ____________ (degrees) F
Batter Temp. _________+/-1 (degrees) C Bake Temp. ____________ (degrees) C
Bench Time 5 min. Pan Size ____________
______________
ALLOW BATTER TO HYDRATE
DEPOSIT 4 PANCAKES ON GRILL SET AT 375 (DEGREES) F. GRILL 1 1/4 MIN
EACH SIDE.
Formula Number 60651
Formula Name: MBW BUTTERMILK PANCAKE
MISCELLANEOUS MIXES
Supersedes:
Issue Date: 8/1/91
PRODUCT STANDARDS
_________________
Water Abs. Mix 125 +/-1% Weight 6 10 oz. +/- 1/4 oz.
___________ _________________
Specific Volume ____________+/- .0 Xxxxxx 0 0 0/0" x/- 0/0"
_______________
Crumb Color Med Yellow Spread 6 25" +/- 1/2"
__________________ ____________
Crust Color Med Xxxxx Spread/Height _____________________
__________________
Grain & Texture Open Many Small Gas C0 2 Mix _____________________
Bubbles
__________________
pH Indicator Purple Salt Mix _____________________
__________________
Spec. Gravity __________________ Fat _____________________
Flavor Mild Buttermilk
_____________________
LABORATORY DIRECTIONS
_____________________
Mixer Cutter Size _____________________
Kitchen Aid, Use Whip
Mix 500 gm Scoop Size _____________________
___________________
___________________ gm Depositor Set. ladle or #5
_____________________
___________________ gm Raw Weight ________________gm
Water 625 xx Xxx Time 75 sec. per
___________________ ________________
Mix Time 1/2 L.S. 1/2 min. low Bake Time _______________ min.
_______________
Speed I, Using Whip
Mix Time _________________ min. med. Fry Temp. 375 (degrees) F
____________
Batter Temp. __________________+/-2"F Bake Temp. ____________ (degrees) F
Batter Temp. _________+/-1 (degrees) C Bake Temp. ____________ (degrees) C
Bench Time 5 min. Pan Size ____________
______________
Allow Batter To Hydrate
DEPOSIT 4 PANCAKES ON GRILL SET AT 375 (DEGREES) F. BAKE 1 1/4 MIN.
ON EACH SIDE.
Formula Number 43872
Formula Name: FS - Potatoe Panck. mx.
MISCELLANEOUS MIXES
Supersedes: 07/25/89
Issue Date: 05/29/92
PRODUCT STANDARDS
_________________
Water Abs. Mix 200 +/-1% Weight 6 _____________________
___________
Specific Volume ____________+/- .3 Height 6 _____________________
Crumb Color White Spread 6 _____________________
__________________
Crust Color Golden Xxxxx Spread/Height _____________________
__________________
Grain & Texture Course & wet C02 Mix _____________________
__________________
pH Indicator __________________ Salt Mix _____________________
Spec. Gravity __________________ Fat _____________________
Flavor Onion
_____________________
LABORATORY DIRECTIONS
_____________________
Mixer A-120/12 qt. Bowl & Paddle Cutter Size _____________________
Mix 500 gm Scoop Size #16
__________________ _____________________
__________________ gm Depositor Set._____________________
__________________ gm Raw Weight ______________ gm
Water 1000 xx Xxx Time 3 Min. per
__________________ ______________
Mix Time 1/2 L.S. 1/2 min. low Bake Time _______________ min.
_______________
(Kitchen Aid)
Mix Time ________________ min. med. Fry Temp. 375 (degrees) F
____________
Batter Temp. 70 +/-2"F Bake Temp. ____________ (degrees) F
_____________
Batter Temp. ________+/-1 (degrees) C Bake Temp. ____________ (degrees) C
Bench Time 15 min. Pan Size ____________
_____________
Use small frying pan with 1/8" shortening in bottom.
Batter will be thin and bubbly - will thicken as it sits.
Formula Number 43942
Formula Name: FS-Gourmet Waffle AS
W/Mal
MISCELLANEOUS MIXES
Supersedes: 02/21/92
Issue Date: 09/10/92
PRODUCT STANDARDS
_________________
Water Abs. Mix 106.5 +/-1% Weight 6 _____________________
___________
Specific Volume ____________+/- .3 Height 6 _____________________
Crumb Color Med Yellow Spread 6 _____________________
__________________
Crust Color Med Dark Xxxxx Spread/Height _____________________
__________________
Grain & Texture Open & Wat C02 Mix 1.30
__________________ _____________________
pH Indicator Purple Salt Mix 2.50
__________________ _____________________
Spec. Gravity 365-375 Fat _____________________
__________________
Flavor Malt Vanilla
_____________________
LABORATORY DIRECTIONS
_____________________
Mixer Cutter Size _____________________
Mix 850 gm Scoop Size 6 oz ladle
__________________ _____________________
+/- 2 sticks butter Depositor Set._____________________
__________________
+/- 6 Large Eggs 300 gm Raw Weight ______________ gm
Water 225/680 xx Xxx Time ______________ sec. per
__________________
Mix Time Hand mix min. low Bake Time Full time-Deep xxxxx iron
_______________ _________________________
SEE BELOW
Mix Time Wire whip min. med. Fry Temp. ____________ (degrees) F
_______________
Batter Temp. ____________ +/-2"F Bake Temp. ____________ (degrees) F
Batter Temp. ________+/-1 (degrees) C Bake Temp. ____________ (degrees) C
Bench Time 10 min. Pan Size ____________
_____________
1. Melt 2 sticks butter with 225 cc water
2. Mix 6 large eggs with 680 cc water in separate bowl with wire whip.
3. Add mix, stir well.
4. Add melted butter with water, stir until blended.
5. Use 6 oz. ladle for scaling each waffle.
Formula Number 60658
Formula Name: MBW Pancake and Waffle
MISCELLANEOUS MIXES
Supersedes:
Issue Date: 06/27/91
PRODUCT STANDARDS
_________________
Water Abs. Mix ___________+/-1% Weight 6 11 oz +/- 1/4 oz.
_________________
Specific Volume ____________+/- .0 Xxxxxx 0 0 0/0" x/- 0/0"
_________________
Crumb Color Lt. Yellow Spread 6 30" +/- 1/2"
__________________ _________________
Crust Color Golden Xxxxx Spread/Height _____________________
__________________
Grain & Texture Many Small Holes C02 Mix _____________________
__________________
pH Indicator 5 Purple Salt Mix _____________________
__________________
Spec. Gravity __________________ Fat _____________________
Flavor _____________________
LABORATORY DIRECTIONS
_____________________
Mixer Kitchen Aid and Whip Cutter Size _____________________
Mix 500 gm Scoop Size _____________________
__________________
Soy Oil 100 gm Depositor Set. #5
__________________ _____________________
Fresh Eggs 100 gm Raw Weight ______________ gm
__________________
Liq Buttermilk 835 xx Xxx Time ______________ sec. per
_____________
Mix Time 1/2 min. low Bake Time _______________ min.
_______________
Mix Time Scrape 1 1/2 min. med. Fry Temp. 375 (degrees) F
__________ Speed 4 ___________
Batter Temp. __________ +/-2"F Bake Temp. ____________ (degrees) F
Batter Temp. ________+/-1 (degrees) C Bake Temp. ____________ (degrees) C
Bench Time ___________ min. Pan Size ____________
Bake 1 1/4 Minutes on each side
Batter will be a little thin-pancakes have higher center
while on grill but collapse once off grill.
Formula Number 43902
Formula Name: FS - Deluxe Egg Panck.
mx.
MISCELLANEOUS MIXES
Supersedes: 04/13/92
Issue Date: 09/10/92
PRODUCT STANDARDS
_________________
Water Abs. Mix ___________+/-1% Weight 6 9 1/4 oz. +/- 1/4 oz.
_____________________
Specific Volume ____________+/- .3 Height 6 3" +/- 1/4"
_____________________
Crumb Color Lt Med Yellow Spread 6 25" +/- 1/2"
__________________ _____________________
Crust Color Med Xxxxx Spread/Height _____________________
__________________
Grain & Texture SL. Open W/Uniform C02 Mix _____________________
gas holes
__________________
pH Indicator Purple Salt Mix _____________________
__________________
Spec. Gravity __________________ Fat _____________________
Flavor Xxxxx
_____________________
LABORATORY DIRECTIONS
---------------------
Mixer Kitchen Aid Cutter Size _____________________
Mix 500 gm Scoop Size _____________________
__________________
__________________ gm Depositor Set. #5 Type K
_____________________
__________________ gm Raw Weight (3) 132 gm
______________
Water 625 xx Xxx Time ______________ sec. per
__________________
Mix Time 1/2 L. S. 1/2 min. low Bake Time _______________ min.
_______________
Mix Time _______________ min. med. Fry Temp. ____________ (degrees) F
Speed I, Use Whip
Batter Temp. ____________ +/-2"F Bake Temp. ____________ (degrees) F
Batter Temp. _________+/-1 (degrees) C Bake Temp. ____________ (degrees) C
Bench Time 5 min. Pan Size ____________
____________
Allow batter to hydrate
Deposit 4 pancakes on grill set at 375 (degrees) F. Grill 1 1/4 Min
each side.
Formula Number 43802, 43803
Formula Name: FS - EGG PANCAKE MIX
MISCELLANEOUS MIXES
Supersedes: 05/21/92
Issue Date: 09/10/92
PRODUCT STANDARDS
-----------------
Water Abs. Mix ___________+/-1% Weight 6 9 1/4 oz. +/- 1/4 oz.
_____________________
Specific Volume ____________+/- .3 Height 6 3" +/- 1/4"
_____________________
Crumb Color LT.-MED YELLOW Spread 6 25" +/- 1/2"
__________________ _____________________
Crust Color MEDIUM XXXXX Spread/Height _____________________
__________________
Grain & Texture SL. OPEN W/UNIFORM C02 Mix _____________________
GAS HOLES
__________________
pH Indicator PURPLE Salt Mix _____________________
__________________
Spec. Gravity __________________ Fat _____________________
Flavor XXXXX
_____________________
LABORATORY DIRECTIONS
_____________________
Mixer Kitchen Aid Cutter Size _____________________
Mix 500 gm Scoop Size _____________________
__________________
__________________ gm Depositor Set. #5 TYPE K
_____________________
__________________ gm Raw Weight (3) 132 gm
______________
Water 625 xx Xxx Time ______________ sec. per
__________________
Mix Time 1/2 L. S. 1/2 L min. low Bake Time _______________ min.
_________________
Mix Time _______________ min. med. Fry Temp. ____________ (degrees) F
SPEED 1, USE WHIP
Batter Temp. ____________ +/-2"F Bake Temp. ____________ (degrees) F
Batter Temp. _________+/-1 (degrees) C Bake Temp. ____________ (degrees) C
Bench Time 5 min. Pan Size ____________
____________
ALLOW BATTER TO HYDRATE
DEPOSIT 4 PANCAKES ON GRILL SET AT 375 (DEGREES) F. GRILL 1 1/4 MIN
EACH SIDE.
Formula Number 43960
Formula Name: Complete Pancake &
Waffle
MISCELLANEOUS MIXES
Supersedes: 07/30/91
Issue Date: 09/10/92
PRODUCT STANDARDS
-----------------
Water Abs. Mix 125 pancake +/-1% Weight 6 10 oz. +/- 1/4 oz.
100 waffle _____________________
____________
Specific Volume ____________+/- .0 Xxxxxx 0 0 0/0" x/- 0/0"
_____________________
Crumb Color eggshell Spread 6 25" +/- 1/2"
__________________ _____________________
Crust Color Med Xxxxx Spread/Height _____________________
__________________
Grain & Texture Open Gas Bubbles C02 Mix _____________________
__________________
pH Indicator __________________ Salt Mix _____________________
Spec. Gravity __________________ Fat _____________________
Flavor Xxxxx-Buttermilk
_____________________
LABORATORY DIRECTIONS
_____________________
Mixer A-120/12 qt. Bowl & Paddle Cutter Size _____________________
Mix 500 gm Scoop Size _____________________
__________________
__________________ gm Depositor Set. #5 Type K
_____________________
__________________ gm Raw Weight ______________ gm
Water 625 For pancake xx Xxx Time 75 sec. per
500 For Waffle ______________
__________________
Mix Time 1 Scrape min. low Bake Time _______________ min.
_______________
Mix Time 1 min. med. Fry Temp. ____________ (degrees) F
_______________
Batter Temp. 71 +/-2"F Bake Temp. 375 (degrees) F
_____________ ____________
Batter Temp. _________+/-1 (degrees) C Bake Temp. ____________ (degrees) C
Bench Time 5 min. Pan Size ____________
____________
Waffle: regular preheated waffle iron-3 min.
