Common use of Packaging Materials Clause in Contracts

Packaging Materials. SM shall purchase the foil, cartons, and all other necessary materials for the packaging of the NTC Products (“Packaging Materials”), in accordance with any and all instructions or guidelines provided by NTC, which shall be approved by SM for the purpose of assuring that SM is capable of performing its obligations within any such instructions or guidelines. NTC will be responsible for conducting all shelf life studies associated with the NTC Product in the Packaging Materials. If SM packages the NTC Products in conformity with the Specifications, it is understood and agreed that SM assumes no responsibility or liability for any adverse consumer perception or action of any kind against NTC or third parties due to any NTC requested packaging changes and NTC shall defend and indemnify SM and hold it harmless from any resulting legal action, including payment of SM’s reasonable attorneys’ fees. NTC will be solely responsible for insuring that all Packaging Materials required in the Specifications conform to all applicable Laws. To the extent required by SM’s vendors of the Packaging Materials, NTC shall grant written permission to said vendors to provide to SM any of the proprietary Packaging Materials for the sole and limited purpose of carrying out the terms of this Agreement in accordance with the terms and conditions hereof. Such permission shall be substantially in the form of the attached Exhibit F (“Permission Letter”). NTC shall provide SM with at least one hundred and fifty (150) days prior written notice of any changes to the Packaging Materials which must be approved by SM, which shall not be unreasonably withheld. Any revisions to such Packaging Materials by NTC are subject to the terms and conditions of Section 8.1. All Packaging Materials will be ordered as per the example in Schedule 5.5(a)(2) Packaging Material Ordering Matrix and in accordance with the minimum order guaranties for foil and cartons set forth on Schedule 5.5(a)(2)(i). If SM intends to order more than 120 sales days of inventory, based upon the Budget Forecast provided pursuant to Section 5.2, for the Packaging Material for any NTC Products, then SM must notify NTC of such order and allow NTC an opportunity to, (i) approve such order and accept all potential obsolescence associated with the order, or (ii) modify such order and accept all incremental costs associated with the smaller volume runs at the supplier. NTC will provide a response to SM regarding its request to order certain Packaging Materials beyond 120 Sales Days within 5 business days of receiving such notification and if NTC does not respond within 5 business days, SM will order such quantities of the Packaging Material described in the notice in accordance with the Packaging Material Ordering Matrix set forth on Schedule 5.5(a)(2). SM will use commercially reasonable efforts to minimize obsolescence of any Packaging Materials; provided, however, the costs of all Packaging Materials purchased by SM for use in NTC Products, whether stored at an SM location or at the supplier and which is based on the Manufacturing Forecast is the responsibility of NTC. If SM changes its specifications for packaging of the NTC Products, SM must give NTC 120 days prior written notice of any such changes to the packaging specifications of SM that will affect the NTC Products and SM shall, at its own cost and expense, test the NTC Products with the new packaging specifications. SM will request NTC approval, not to be unreasonably withheld, when it intends to test NTC Products with packaging specifications other than those provided by NTC to SM. NTC must respond to SM’s request for approval of such testing on the NTC Products within ten days or such request is deemed approved. SM will be responsible for all costs of any obsolescence of Packaging Materials caused by changes to the packaging specifications initiated by SM.

Packaging Materials. SM (a) AB shall purchase the foil, cartons, and all other necessary materials for the packaging of the NTC Products (“Packaging Materials”), in accordance with any and all instructions or guidelines provided by NTC, which shall be approved by SM for the purpose of assuring that SM is capable of performing its obligations within any such instructions or guidelines. NTC will be responsible for conducting all shelf life studies associated with the NTC Product in the Packaging Materials. If SM packages the NTC Products in conformity with the Specifications, it is understood and agreed that SM assumes no responsibility or liability for any adverse consumer perception or action of any kind against NTC or third parties due communicate to any NTC requested packaging changes and NTC shall defend and indemnify SM and hold it harmless from any resulting legal action, including payment of SM’s reasonable attorneys’ fees. NTC will be solely responsible for insuring that all Packaging Materials required in the Specifications conform to all applicable Laws. To the extent required by SM’s vendors of the Packaging Materials, NTC shall grant written permission to said vendors to provide to SM any of the proprietary Packaging Materials for the sole and limited purpose of carrying out the terms of this Agreement Anchor in accordance with the terms of Section 2.3(b) what amount of each Brewery’s Requirements should be filled with packed Bottles and conditions hereof. Such permission what amount of each Brewery’s Requirements should be filled with bulk Bottles and Anchor shall fulfill such Requirements accordingly. (b) Subject to the following terms and conditions, Anchor agrees that, upon AB’s request, Anchor shall purchase from AB all partitions that make up a part of the Packaging Components: (i) All purchases and the subsequent resale of such partitions shall be substantially made pursuant to the applicable terms of Section 3.6(c). (ii) If Anchor receives AB’s request and notifies AB within a reasonable time thereafter that such * * * will be conditioned upon Anchor and AB mutually agreeing upon terms that allow Anchor to * * * in the form a reasonably timely manner. *** Portions hereof and portions of the attached Exhibit F exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. (“Permission Letter”c) Anchor and AB agree that each of the terms specified in this Section 3.6(c) that pertain to partitions are expressly subject to the terms of Section 3.6(b). NTC Anchor shall provide SM purchase its inventory of Packaging Components and Applied Plastic Labels from AB at a price designated by AB. The price designated by AB will include the cost of loading, transporting, and unloading such Packaging Components and Applied Plastic Labels at the applicable Production Facility and may be different from the price agreed to between AB and its respective suppliers of Packaging Components and Applied Plastic Labels. Each shipment of Packaging Components received by Anchor and each shipment of Applied Plastic Labels received by Anchor shall be clearly marked and identified as AB’s property and shall be and shall remain AB’s property, subject to no interest whatsoever of Anchor, any of Anchor’s creditors, or any other third party until AB has taken a deduction for such Packaging Components or such Applied Plastic Labels, as specified below, at which time title to such Packaging Components or Applied Plastic Labels, as the case may be, shall automatically pass to Anchor. Anchor will notify AB of Anchor’s receipt of a delivery of Packaging Components and of its receipt of a delivery of Applied Plastic Labels by no later than the next business day after each such receipt, in each case in a manner specified from time to time by AB. After Anchor receives a shipment of Packaging Components or Applied Plastic Labels, as the case may be, AB shall deduct the amount it is charging Anchor for such Packaging Components or Applied Plastic Labels from a subsequent payment owed by AB to Anchor for Bottles, but no earlier than * * * after Anchor has received such Packaging Components or Applied Plastic Labels. Anchor shall charge AB for Packaging Components (other than partitions), as delivered to AB with a Bottle shipment, at least one hundred prices determined and fifty (150) days prior written notice of any changes communicated by AB to the Anchor from time to time, * * * to purchase such Packaging Materials which must be approved Components. Anchor shall charge AB for partitions, as delivered to AB with a Bottle shipment, at prices determined and communicated by SMAB to Anchor from time to time, which shall not be unreasonably withheldless than the price originally paid by Anchor to AB to purchase such partitions. Any revisions Anchor shall charge AB for Applied Plastic Labels, as delivered to AB with a Bottle shipment, at prices determined and communicated by AB to Anchor from time to time, which shall be the price originally paid by Anchor to AB to purchase such Packaging Materials Applied Plastic Labels. Within thirty (30) days after the end of each calendar quarter, Anchor shall also be entitled to charge AB for an amount equal to * * * (d) Each of the Production Facilities can and does ship bulk Bottles from time to time to the applicable AB Breweries. Attachment 3.6(d) specifies the bulk Bottle production and delivery capacity of each Production Facility as of October 31, 2003. Attachment 3.1 specifies the associated costs Anchor shall be entitled to add to the applicable Base Prices for any bulk Bottles delivered by NTC are subject Anchor to AB under this Agreement including the costs of pallets, top frames and tier sheets Anchor is required to purchase pursuant to the terms and conditions of Section 8.1. All 5.3(b). (e) AB shall pay Anchor for the handling, assembly and insertion of the Packaging Materials will be ordered as per Components and the example in Schedule 5.5(a)(2) Packaging Material Ordering Matrix handling and application of Applied Plastic Labels, each in accordance with the minimum order guaranties schedule of permitted charges for foil and cartons such services set forth on Schedule 5.5(a)(2)(i)in Attachment 3.1. If SM intends to order more than 120 sales days Anchor shall inspect all Packaging Components and all Applied Plastic Labels upon Anchor’s receipt of inventorythe same and shall promptly notify both the applicable supplier and AB upon discovery of any defective Packaging Components or defective Applied Plastic Labels, based upon as the Budget Forecast provided case may be. *** Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to Section 5.2, a request for the Packaging Material for any NTC Products, then SM must notify NTC of such order and allow NTC an opportunity to, (i) approve such order and accept all potential obsolescence associated with the order, or (ii) modify such order and accept all incremental costs associated with the smaller volume runs at the supplier. NTC will provide a response to SM regarding its request to order certain Packaging Materials beyond 120 Sales Days within 5 business days of receiving such notification and if NTC does not respond within 5 business days, SM will order such quantities of the Packaging Material described in the notice confidential treatment in accordance with Rule 24-b. (a) On * * * of Contract Year 2005 and each Contract Year thereafter during the Packaging Material Ordering Matrix set forth on Schedule 5.5(a)(2Term (or if such day is a holiday or a Saturday or Sunday, the next business day thereafter) a calculation will be made to determine whether AB is obligated to pay * * * to Anchor (in each case a * * *) or whether Anchor is obligated to pay * * * to AB (in each case, a * * *). (b) The amount of any * * * or * * * owing from or to AB during any particular * * * shall be calculated as follows: (c) are each defined in Attachment 3.7(c). SM will use commercially reasonable efforts to minimize obsolescence of any Packaging Materials; provided, however, the costs of all Packaging Materials purchased by SM for use Attachment 3.7(c) specifies * * * Attachment 3.7(c) also * * * (d) as specified in NTC Products, whether stored at an SM location or at the supplier and which is based on the Manufacturing Forecast is the responsibility of NTC. If SM changes its specifications for packaging of the NTC Products, SM must give NTC 120 days prior written notice of any such changes to the packaging specifications of SM that will affect the NTC Products and SM shall, at its own cost and expense, test the NTC Products with the new packaging specifications. SM will request NTC approval, not to be unreasonably withheld, when it intends to test NTC Products with packaging specifications other than those provided by NTC to SM. NTC must respond to SM’s request for approval of such testing on the NTC Products within ten days or such request is deemed approved. SM will be responsible for all costs of any obsolescence of Packaging Materials caused by changes to the packaging specifications initiated by SMAttachment 3.7(c).

Packaging Materials. SM (a) AB shall purchase the foil, cartons, and all other necessary materials for the packaging of the NTC Products (“Packaging Materials”), in accordance with any and all instructions or guidelines provided by NTC, which shall be approved by SM for the purpose of assuring that SM is capable of performing its obligations within any such instructions or guidelines. NTC will be responsible for conducting all shelf life studies associated with the NTC Product in the Packaging Materials. If SM packages the NTC Products in conformity with the Specifications, it is understood and agreed that SM assumes no responsibility or liability for any adverse consumer perception or action of any kind against NTC or third parties due communicate to any NTC requested packaging changes and NTC shall defend and indemnify SM and hold it harmless from any resulting legal action, including payment of SM’s reasonable attorneys’ fees. NTC will be solely responsible for insuring that all Packaging Materials required in the Specifications conform to all applicable Laws. To the extent required by SM’s vendors of the Packaging Materials, NTC shall grant written permission to said vendors to provide to SM any of the proprietary Packaging Materials for the sole and limited purpose of carrying out the terms of this Agreement Anchor in accordance with the terms of Section 2.4(b) what amount of each Brewery's Requirements should be filled with Packed Bottles and conditions hereof. Such permission what amount of each Brewery's Requirements should be filled with Bulk Bottles and Anchor shall fulfill such Requirements accordingly. (b) Anchor shall purchase its inventory of Packaging Components from a supplier designated by AB at a price designated by AB (which price may be substantially in different from the form of the attached Exhibit F (“Permission Letter”price agreed to between AB and such supplier). NTC Anchor shall provide SM charge AB for Packaging Components, as delivered to AB with a Bottle shipment, at least one hundred and fifty (150) days prior written notice of any changes a price not greater than the price originally paid by Anchor to the Packaging Materials which must be approved by SM, which shall not be unreasonably withheld. Any revisions to purchase such Packaging Materials by NTC are subject to the terms and conditions of Section 8.1. All Packaging Materials will be ordered as per the example in Schedule 5.5(a)(2) Packaging Material Ordering Matrix and Components in accordance with the minimum order guaranties for foil and cartons terms of the preceding sentence. After the date of this Agreement Anchor agrees to meet with AB from time to time to discuss any cost neutral changes to the procedures set forth on Schedule 5.5(a)(2)(i). If SM intends to order more than 120 sales days in this Section 3.7(b) including, without limitation, Anchor's purchase of inventory, based upon the Budget Forecast provided pursuant to Section 5.2, such Packaging Components from AB. (c) AB shall pay Anchor for the Packaging Material for any NTC Productshandling, then SM must notify NTC of such order assembly and allow NTC an opportunity to, (i) approve such order and accept all potential obsolescence associated with the order, or (ii) modify such order and accept all incremental costs associated with the smaller volume runs at the supplier. NTC will provide a response to SM regarding its request to order certain Packaging Materials beyond 120 Sales Days within 5 business days of receiving such notification and if NTC does not respond within 5 business days, SM will order such quantities insertion of the Packaging Material described in the notice Components in accordance with the Packaging Material Ordering Matrix schedule of permitted charges for such services set forth on Schedule 5.5(a)(2)in Attachment 3.1. SM will use commercially reasonable efforts to minimize obsolescence Anchor shall inspect all Packaging Components upon Anchor's receipt of the same and shall promptly notify both the applicable supplier and AB upon discovery of any defective Packaging Materials; providedComponents. (d) Attachment 3.7(d) specifies which of the Breweries are receiving deliveries of Bulk Bottles from one or more Production Facilities. AB shall have the option, howeveron six (6) months' written notice to Anchor, to require it to ship and deliver any or all of the ---------- *** Portions hereof have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. -9- remaining Requirements as Bulk Bottles. If AB exercises this option, Anchor shall not insert or use any of the Packaging Components in the affected deliveries. If AB does exercise the foregoing option it agrees to repurchase any remaining inventory of Packaging Components that Anchor had previously purchased for Packed Bottles for AB and which Anchor is not able to otherwise use for AB. Attachment 3.1 specifies the associated costs Anchor shall be entitled to add to the applicable Base Prices for any Bulk Bottles delivered by Anchor to AB under this Agreement including the costs of all Packaging Materials purchased by SM for use in NTC Productspallets, whether stored at an SM location or at the supplier top frames and which tier sheets Anchor is based on the Manufacturing Forecast is the responsibility of NTC. If SM changes its specifications for packaging of the NTC Products, SM must give NTC 120 days prior written notice of any such changes required to purchase pursuant to the packaging specifications terms of SM that will affect the NTC Products and SM shall, at its own cost and expense, test the NTC Products with the new packaging specifications. SM will request NTC approval, not to be unreasonably withheld, when it intends to test NTC Products with packaging specifications other than those provided by NTC to SM. NTC must respond to SM’s request for approval of such testing on the NTC Products within ten days or such request is deemed approved. SM will be responsible for all costs of any obsolescence of Packaging Materials caused by changes to the packaging specifications initiated by SMSection 5.3(b).

Packaging Materials. SM (a) AB shall purchase the foil, cartons, and all other necessary materials for the packaging of the NTC Products (“Packaging Materials”), in accordance with any and all instructions or guidelines provided by NTC, which shall be approved by SM for the purpose of assuring that SM is capable of performing its obligations within any such instructions or guidelines. NTC will be responsible for conducting all shelf life studies associated with the NTC Product in the Packaging Materials. If SM packages the NTC Products in conformity with the Specifications, it is understood and agreed that SM assumes no responsibility or liability for any adverse consumer perception or action of any kind against NTC or third parties due communicate to any NTC requested packaging changes and NTC shall defend and indemnify SM and hold it harmless from any resulting legal action, including payment of SM’s reasonable attorneys’ fees. NTC will be solely responsible for insuring that all Packaging Materials required in the Specifications conform to all applicable Laws. To the extent required by SM’s vendors of the Packaging Materials, NTC shall grant written permission to said vendors to provide to SM any of the proprietary Packaging Materials for the sole and limited purpose of carrying out the terms of this Agreement Anchor in accordance with the terms of Section 2.4(b) what amount of each Brewery's Requirements should be filled with Packed --------- ***** Portions hereof (approximately two pages) have been omitted and conditions hereof. Such permission filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. *** Portions hereof have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. Bottles and what amount of each Brewery's Requirements should be filled with Bulk Bottles and Anchor shall fulfill such Requirements accordingly. (b) Anchor shall purchase its inventory of Packaging Components from a supplier designated by AB at a price designated by AB (which price may be substantially in different from the form of the attached Exhibit F (“Permission Letter”price agreed to between AB and such supplier). NTC Anchor shall provide SM charge AB for Packaging Components, as delivered to AB with a Bottle shipment, at least one hundred and fifty (150) days prior written notice of any changes a price not greater than the price originally paid by Anchor to the Packaging Materials which must be approved by SM, which shall not be unreasonably withheld. Any revisions to purchase such Packaging Materials by NTC are subject to the terms and conditions of Section 8.1. All Packaging Materials will be ordered as per the example in Schedule 5.5(a)(2) Packaging Material Ordering Matrix and Components in accordance with the minimum order guaranties for foil and cartons terms of the preceding sentence. After the date of this Agreement Anchor agrees to meet with AB from time to time to discuss any cost neutral changes to the procedures set forth on Schedule 5.5(a)(2)(i). If SM intends to order more than 120 sales days in this Section 3.7(b) including, without limitation, Anchor's purchase of inventory, based upon the Budget Forecast provided pursuant to Section 5.2, such Packaging Components from AB. (c) AB shall pay Anchor for the Packaging Material for any NTC Productshandling, then SM must notify NTC of such order assembly and allow NTC an opportunity to, (i) approve such order and accept all potential obsolescence associated with the order, or (ii) modify such order and accept all incremental costs associated with the smaller volume runs at the supplier. NTC will provide a response to SM regarding its request to order certain Packaging Materials beyond 120 Sales Days within 5 business days of receiving such notification and if NTC does not respond within 5 business days, SM will order such quantities insertion of the Packaging Material described in the notice Components in accordance with the Packaging Material Ordering Matrix schedule of permitted charges for such services set forth on Schedule 5.5(a)(2)in Attachment 3.1. SM will use commercially reasonable efforts to minimize obsolescence Anchor shall inspect all Packaging Components upon Anchor's receipt of the same and shall promptly notify both the applicable supplier and AB upon discovery of any defective Packaging Materials; providedComponents. (d) Attachment 3.7(d) specifies which of the Breweries are receiving deliveries of Bulk Bottles from one or more Production Facilities. AB shall have the option, howeveron six (6) months' written notice to Anchor, to require it to ship and deliver any or all of the remaining Requirements as Bulk Bottles. If AB exercises this option, Anchor shall not insert or use any of the Packaging Components in the affected deliveries. If AB does exercise the foregoing option it agrees to repurchase any remaining inventory of Packaging Components that Anchor had previously purchased for Packed Bottles for AB and which Anchor is not able to otherwise use for AB. Attachment 3.1 specifies the associated costs Anchor shall be entitled to add to the applicable Base Prices for any Bulk Bottles delivered by Anchor to AB under this Agreement including the costs of all Packaging Materials purchased by SM for use in NTC Productspallets, whether stored at an SM location or at the supplier top frames and which tier sheets Anchor is based on the Manufacturing Forecast is the responsibility of NTC. If SM changes its specifications for packaging of the NTC Products, SM must give NTC 120 days prior written notice of any such changes required to purchase pursuant to the packaging specifications terms of SM that will affect the NTC Products and SM shall, at its own cost and expense, test the NTC Products with the new packaging specifications. SM will request NTC approval, not to be unreasonably withheld, when it intends to test NTC Products with packaging specifications other than those provided by NTC to SM. NTC must respond to SM’s request for approval of such testing on the NTC Products within ten days or such request is deemed approved. SM will be responsible for all costs of any obsolescence of Packaging Materials caused by changes to the packaging specifications initiated by SMSection 5.3(b).