EXHIBIT 10.3
MASTER
CONTAINER STORAGE AGREEMENT
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This Master Agreement is made and entered into this 6th day of April, 2007
by and between Cargo Connection Logistics Corp. with its principal place of
business located at: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Warehouse") and
Rexam Beverage Can Company; with its principal place of business at: ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇▇").
W I T N E S S E T H
WHEREAS, Warehouse has space available for storage in warehouse facilities
operated by it and located at the locations indicated in the Schedules to this
Master Agreement (all of which are hereinafter individually and collectively
referred to as the "Storage Facility"); and
WHEREAS, ▇▇▇▇▇▇ desires to store containers and packaging materials
(hereinafter "▇▇▇▇▇▇'▇ Products" or "Products") manufactured by it in the
Storage Facilities covered by this Master Agreement; and
WHEREAS, Warehouse has agreed to make space available to ▇▇▇▇▇▇ in the
Storage Facilities covered by this Master Agreement and ▇▇▇▇▇▇ has agreed to
utilize such space on the terms and conditions set forth herein below and with
respect to each individual Storage Facility, on the terms and conditions set
forth in the Schedule relating to the Storage Facility.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Warehouse and ▇▇▇▇▇▇ agree as follow:
1. TERM OF AGREEMENT
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The initial term of each Schedule hereto and the renewal term, if any,
of such Schedule, shall be as set forth in the Schedule ▇.
▇▇▇▇▇▇, at its option, may terminate this Master Agreement or one or more
of the Schedules hereto, at any time, immediately, by written notice to
Warehouse, if the services provided by Warehouse hereunder, in ▇▇▇▇▇▇'▇
reasonable opinion, are not satisfactory; provided ▇▇▇▇▇▇ shall give Warehouse
written notice of its objection to Warehouse's performance prior to termination,
and Warehouse shall have a reasonable opportunity (not to exceed thirty [30]
days) to cure the defects cited by ▇▇▇▇▇▇.
Upon the expiration or earlier termination of this Agreement or any of the
Schedules hereto, regardless of the cause therefor, Warehouse shall allow ▇▇▇▇▇▇
a reasonable time after the termination or expiration (not less than the greater
of: (a) sixty [60] days after the expiration or termination, or (b) one day for
each 1,000 square feet of storage space in the Storage Facility occupied by
▇▇▇▇▇▇ on the expiration or termination) to remove its Products from the
affected Storage Facility.
2. STORAGE AND HANDLING CHARGES - BILLING
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A. As its sole compensation for the services to be provided hereunder,
▇▇▇▇▇▇ shall pay Warehouse a fee for each Storage Facility,
calculated in accordance with the Schedule for such Storage Facility.
The fee set forth in the Schedule includes, without limitation, pallet
preparation, storage, all handling (in and out), the return of
dunnage, pallets, and other materials to ▇▇▇▇▇▇'▇ plant from the
Storage Facility and such other services as may be set forth in the
Schedule.
B. If, during the term of this Master Agreement, Warehouse must relocate
any or all of ▇▇▇▇▇▇'▇ Products in a Storage Facility to another or
additional building, such relocation will be at Warehouse's sole cost
and expense.
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C. All invoices from Warehouse shall list, in as much detail as
practicable, the quantities and description of ▇▇▇▇▇▇'▇ Products
stored and/or handled during the billing period. Charges for storage,
handling and overtime are to be itemized separately on Warehouse's
invoice.
3. HOURS
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Warehouse shall provide warehousing service to ▇▇▇▇▇▇, including without
limitation, receipt, unloading, loading and handling of ▇▇▇▇▇▇'▇ Products
at each Storage Facility covered by this Master Agreement on the days and hours
listed in the hours of service requirement on the Schedule A attached hereto.
Warehouse will have sufficient personnel present in each Storage Facility
covered by this Master Agreement, at all times, to perform its duties hereunder
and as required by ▇▇▇▇▇▇'▇ customers Warehouse shall make the Storage Facility
available for general inspection by ▇▇▇▇▇▇ or its customers at any time upon at
least 24 hours prior notice to warehouse.
4. MATERIALS
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All materials, including, airbags, dunnage, pallets, wrapping paper,
strapping materials and all other materials will be provided by ▇▇▇▇▇▇ at
its own expense. In the event any of ▇▇▇▇▇▇'▇ materials are damaged, ▇▇▇▇▇▇ will
furnish materials for and pay the cost of reworking the same, unless such damage
was caused by the negligence of Warehouse, its agents, servants or employees, in
which event, such costs shall be borne by Warehouse.
5. RECORDS; HANDLING AND CLAIMS PROCEDURES
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A. Warehouse, at all times, shall maintain records of receipts and
deliveries. All delivery documents will show the detail of the number
of pallets, etc., delivered by ▇▇▇▇▇▇ to a Storage Facility and at
least one copy of the delivery documents shall be provided to ▇▇▇▇▇▇.
All shipping documents shall be in the forms customarily utilized
by ▇▇▇▇▇▇, and ▇▇▇▇▇▇ shall furnish such forms to Warehouse.
Warehouse shall complete the shipping documents for all shipments of
▇▇▇▇▇▇'▇ Products from a Storage Facility. Warehouse shall send one
copy of the shipping documents to ▇▇▇▇▇▇'▇ shipping plant and shall
retain one copy at the Storage Facility for at least three (3) years
after the shipment. Warehouse will maintain adequate records
showing all ▇▇▇▇▇▇'▇ Products received from ▇▇▇▇▇▇ and shipped to
▇▇▇▇▇▇ or its customers. Such records may be inspected by ▇▇▇▇▇▇ at
any reasonable time. ▇▇▇▇▇▇, also, shall have the right, at any
reasonable time, to physically inventory its materials and Products
located in a Storage Facility.
B. Warehouse will use its best efforts to unload all shipments as soon
as possible (whether or not such shipments have been scheduled in
advance by ▇▇▇▇▇▇) Warehouse may not reject any shipment for
unloading, unless Warehouse first notifies and receives approval from
▇▇▇▇▇▇'▇ shipping (or releasing) plant. Upon arrival of each shipment,
Warehouse will sign the ▇▇▇▇ of lading furnished by ▇▇▇▇▇▇ with such
shipment, noting thereon any damage or discrepancies in the count,
or odor, contaminant, or signs of insect activity. Receipted bills
of lading will be returned to ▇▇▇▇▇▇'▇ shipping plant within
twenty-four (24) hours after unloading of the shipment. Warehouse
will also furnish to ▇▇▇▇▇▇, along with the ▇▇▇▇ of lading, a loss
and damage report (in the form attached hereto as Exhibit A) on all
Products received inbound at the Warehouse which arrive in a damaged
condition. Warehouse shall attach to the loss and damage report
pictures of any pallets which arrive in a wet and/or disrupted
condition. Promptly after unloading, Warehouse will separate and
rework all damaged loads. Damaged products are to be segregated and
identified by the loads from which they originated. ▇▇▇▇▇▇ shall
be responsible for instituting and processing claims against the
carriers for Products damaged in transit, and will instruct Warehouse
as to the disposition of all damaged Products. Warehouse will
cooperate in the implementation of all of ▇▇▇▇▇▇'▇ loss and damage
procedures, including prompt notification to ▇▇▇▇▇▇ of any damaged
Products received and retention of all damaged Products until
written disposition instructions are received from ▇▇▇▇▇▇. Warehouse
shall make all loss and damage reports and notification of damage to
▇▇▇▇▇▇'▇ agent, identified by ▇▇▇▇▇▇, in writing, from time to time,
for that purpose.
C. As part of the warehousing service provided by it hereunder,
Warehouse will provide and maintain standard inventory record
keeping and provide to ▇▇▇▇▇▇ inventory and transaction reports on a
monthly basis (or at such other intervals as ▇▇▇▇▇▇ may request).
Warehouse, at all times, will maintain an accurate record of all
deliveries, inventories and special services requested by ▇▇▇▇▇▇
and other information related to its performance of the services
provided
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herein. In no event shall ▇▇▇▇▇▇ be liable for special services or
additional costs, unless one of ▇▇▇▇▇▇'▇ representatives, identified
in the Schedule for the affected Storage Facility, in writing, in
advance, shall have agreed to the rendering of such special services
or the incurring of such additional costs and the rates or costs to
be charged therefore; provided, however, in the event of an
emergency, advance agreement may be given verbally by one of
▇▇▇▇▇▇'▇ representatives, identified in the Schedule for the affected
Storage Facility or by another agent of ▇▇▇▇▇▇, in writing, appointed
by one of ▇▇▇▇▇▇'▇ representatives. ▇▇▇▇▇▇'▇ personnel shall have
full access to each Storage Facility covered by this Master Agreement,
at all times, for the purpose of inspecting inventory records, logs
and information relating to inventory documents, verifying the
accuracy of same and inspecting or taking inventory of ▇▇▇▇▇▇'▇
Products.
D. Where ▇▇▇▇▇▇'▇ Products are returned to a Storage Facility by
one of ▇▇▇▇▇▇'▇ customers, Warehouse shall notify ▇▇▇▇▇▇ by telephone
(followed by a written confirmation) as soon as the Warehouse receives
the Products. Warehouse shall accept the returned Products, if
authorized to do so by ▇▇▇▇▇▇. Standard returns process is for the
Carrier to call the Warehouse and notify them of a return. When a
Carrier is setting up a return with the Warehouse, the Carrier
will already have contacted Rexam and obtained a Return Authorization
Number. If a Carrier attempts to return product without an
Authorization Number, the Warehouse should reject the load until
such time as it can contact Rexam and obtain authorizations to
receive the return product. Warehouse shall provide ▇▇▇▇▇▇ with
copies of delivery documents showing the amount of ▇▇▇▇▇▇'▇ Products
received, a description of the Products, the customer's name and
the condition of the Products. Until such notice and documents are
received by ▇▇▇▇▇▇, ▇▇▇▇▇▇ shall not be liable for storage charges
for returned ▇▇▇▇▇▇'▇ Products. Warehouse shall hold returned
Products until Warehouse receives disposition instructions from
▇▇▇▇▇▇.
E. Warehouse shall rotate ▇▇▇▇▇▇'▇ Products so that the oldest inventory
is shipped out first. If ▇▇▇▇▇▇ suffers any loss as a result of
Warehouse's failure to rotate ▇▇▇▇▇▇'▇ Products in accordance with
the foregoing, Warehouse, promptly shall reimburse ▇▇▇▇▇▇ for ▇▇▇▇▇▇'▇
loss, calculated at ▇▇▇▇▇▇'▇ normal invoice price for the affected
Products. Warehouse must be able to identify each truckload of
▇▇▇▇▇▇'▇ Products received at a Storage Facility by load number
and date shipped, so that, in the event of quarantine by ▇▇▇▇▇▇ of
certain lots of ▇▇▇▇▇▇'▇ Products, the Products to be quarantined
can be promptly and accurately identified. Quarrantine is defined
as separation of select cans from the general inventory and holding
these cans apart from other stock for inspection and disposition from
Rexam. Warehouse shall maintain separate inventory records for each
plant, as well as segregated inventory by plant, in each Storage
Facility. Warehouse must not commingle in a Storage Facility
inventories of ▇▇▇▇▇▇'▇ Products from different plants of ▇▇▇▇▇▇,
even though the Products are the same size, design and/or label.
6. TRUCK ROUTING
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▇▇▇▇▇▇ retains the exclusive right to designate the truck company or other
carrier for the purpose of delivering ▇▇▇▇▇▇'▇ Products to and from each Storage
Facility covered by this Master Agreement. ▇▇▇▇▇▇ shall negotiate directly with
the carrier the rates to be charged. ▇▇▇▇▇▇ shall notify Warehouse and provide
it with a schedule of loads and timing of shipments into and out of each Storage
Facility. Warehouse will cooperate and work closely with whatever carriers are
designated by ▇▇▇▇▇▇ to perform deliveries. Warehouse will be liable for any
additional costs experienced by ▇▇▇▇▇▇ due to:
(a) Warehouse's failure to accept, in a timely fashion, any shipment
into a Storage Facility or Warehouse's delay in unloading any such shipment
but, in either case, only if Warehouse has received reasonable prior notice
(i.e., at least 8 hours) of shipment; or
(b) Warehouse's failure to follow ▇▇▇▇▇▇'▇ designated routing for
shipments out of a Storage Facility.
In addition, Warehouse shall indemnify and hold ▇▇▇▇▇▇ harmless from and
against, all liability for damage to any trucks or vehicles of carriers
occasioned by the negligence of Warehouse, its agents or employees.
7. INSPECTION OF TRAILERS
----------------------
Warehouse will inspect all trailers before they are loaded to ensure that
they are free of any interior defects which would be detected in the course of a
reasonable, visual, inspection of the trailer and which might damage ▇▇▇▇▇▇'▇
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Products (such defects to include, without limitation, roof holes, floor holes,
sidewall holes, extrusions, damaged doors, odors, powders, glass or insect
activity). If Warehouse loads a trailer which has interior defects which would
have been detected in the course of a reasonable, visual, inspection of the
trailer, Warehouse shall be responsible for any loss or damage to ▇▇▇▇▇▇'▇
Products caused by such defects.
8. DAMAGE AND SHORTAGES
--------------------
Warehouse shall be liable for all loss, damage or shortage to ▇▇▇▇▇▇'▇
Product, including, without limitation, damage due to insect or rodent
infestation, which: (a) occurs from and after the date of Warehouse's receipt of
the Product and while such Product remains in Warehouse's care, custody or
control, and (b) is the result of: (i) Warehouse's breach or default under any
of the terms of this Master Agreement, or (ii) any negligent act or omission of
Warehouse or any of Warehouse's employees, agents or representatives; provided,
Warehouse's maximum liability for such loss, damage or shortage shall be Two
Hundred Fifty Thousand Dollars ($250,000.00) for each incident or occurrence.
The foregoing limitation shall not apply to loss, damage or shortage occasioned
by Warehouse's intentional wrongdoing or gross negligence, as to which there
shall be no liability limitation. Warehouse shall not be liable, in any amount,
for any loss, damage or shortage occasioned by ▇▇▇▇▇▇'▇ sole negligence or any
inherent defect in ▇▇▇▇▇▇'▇ Product. ▇▇▇▇▇▇'▇ loss shall be calculated at
▇▇▇▇▇▇'▇ normal invoice price for the Products affected. Any lessor or owner
(other than Warehouse) of the premises where ▇▇▇▇▇▇'▇ Products are stored shall
be considered an agent of Warehouse for purposes of this Agreement.
9. DETENTION AND DEMURRAGE
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Warehouse shall be responsible for all unloading charges for truck
detention and railroad demurrage which are charged or claimed to be due to
carriers in connection with the handling of ▇▇▇▇▇▇'▇ Products when such charges
are occasioned by Warehouse's delay in providing the warehousing services
required within the applicable, 2 hour free time window for loading or unloading
allowed by such carriers, provided that ▇▇▇▇▇▇ shall have given Warehouseman
advance notice of such deliveries.
10. SANITATION
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Warehouse acknowledges that ▇▇▇▇▇▇'▇ Products to be stored in each Storage
Facility covered by this Master Agreement are intended for use by ▇▇▇▇▇▇'▇
customers for the packing of foods and beverages for human consumption.
Consequently, during the term of this Master Agreement, Warehouse shall maintain
each Storage Facility covered by this Master Agreement:
(a) in compliance with the reasonable sanitation standards of
▇▇▇▇▇▇ and its customers, as provided to Warehouse from time
to time, including those described in Exhibits B, C, D and E;
(b) in good repair and in a clean and sanitary condition;
(c) free from airborne contaminants and insect infestation.
Warehouse shall maintain an insect and rodent control program for each
Storage Facility, in accordance with ▇▇▇▇▇▇'▇ approved sanitation program, as
outlined in Exhibit B, attached hereto. Warehouse will provide ▇▇▇▇▇▇ with a
copy of its agreements for extermination services for each Storage Facility,
promptly after it executes the agreement. Each month, Warehouse shall forward to
the control plant designated by ▇▇▇▇▇▇, a copy of the monthly pest control
report for the Storage Facility. Warehouse shall store ▇▇▇▇▇▇'▇ Products in
areas of a Storage Facility in which such Products will not be exposed to
contaminating odors originating within the Warehouse, including but not limited
to the products listed on Exhibit C. Warehouse shall not make any improvements,
repairs or special treatments to a Storage Facility, which may damage ▇▇▇▇▇▇'▇
Products stored in such Storage Facility, without ▇▇▇▇▇▇'▇ prior, written,
approval. To the extent that airborne contaminants or contaminating odors within
a Storage Facility originate beyond the Storage Facility's property, Warehouse
shall (i) promptly notify ▇▇▇▇▇▇ of such condition, as soon as Warehouse has
knowledge of same, and (ii) use its best efforts to correct the condition by
bringing it to the attention of the parties responsible, as well as the
appropriate regulatory authorities.
Warehouse shall not store ▇▇▇▇▇▇'▇ Products in any area of a Storage
Facility, other than the area customarily utilized, without ▇▇▇▇▇▇'▇ prior
approval. ▇▇▇▇▇▇'▇ Product may not be stored other than in the approved space,
even if the added space is located within the same building.
Warehouse shall use best efforts to prevent the contamination of ▇▇▇▇▇▇'▇
Products and shall follow ▇▇▇▇▇▇'▇
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approved Contamination Prevention Program, as outlined in Exhibit E,
attached hereto. Each Warehouse employee at the Storage Facility will sign the
Product Tampering Policy form and shall maintain it as required in the Document.
11. MIXED LABEL PREVENTION
Warehouse shall use best efforts to prevent mixed labels from occurring at
the Storage Facility and shall follow ▇▇▇▇▇▇'▇ Policy for mixed label
prevention, as outlined in Exhibit D, attached hereto. Warehouse recognizes that
mixed labels are a major concern for ▇▇▇▇▇▇ and its customers because of the
high speed automatic nature of the customer filling locations.
12. LIABILITY
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A. Except for damage or shortage to ▇▇▇▇▇▇'▇ Products stored at a
Storage Facility covered by this Master Agreement, the liability for
which is set forth in paragraph 8 of this Master Agreement,
Warehouse shall indemnify ▇▇▇▇▇▇ for damages to property, by
whomsoever owned, and for injury to or death of persons to the
extent that such damage, injury or death is caused by the
intentional act or negligent acts or omissions of Warehouse, its
agents or employees.
B. Warehouse shall procure and maintain in effect, with companies
reasonably satisfactory to ▇▇▇▇▇▇, the following types of insurance:
(a) ▇▇▇▇▇▇▇'▇ Compensation Insurance in compliance with all
applicable Workmen's compensation laws, including
Employer's Liability of not less than One Hundred Thousand
Dollars ($100,000.00);
(b) Comprehensive General Liability Insurance in amounts of not
less than One Million Dollars ($1,000,000.00) per person
and One Million Dollars ($1,000,000.00) per occurrence for
bodily injury liability, and One Million Dollars
($1,000,000.00) per occurrence for property damage
liability, protecting all persons and all property by
whomsoever owned; and
(c) Comprehensive Automobile and Truck Liability Insurance with
limits of liability of not less than One Million Dollars
($1,000,000.00) per person and One Million Dollars
($1,000,000.00) per occurrence for bodily injury liability,
and Five Hundred Thousand Dollars ($500,000.00) per
occurrence for property damage liability, insuring all
motor vehicles used by Warehouse in the performance of the
work hereunder, whether such vehicles are owned, non-owned,
or hired.
▇. ▇▇▇▇▇▇ shall procure and maintain in effect, with companies
reasonably satisfactory to Warehouse, the following types of
insurance:
(a) ▇▇▇▇▇▇▇'▇ Compensation Insurance in compliance with all
applicable Workmen's compensation laws;
(b) Comprehensive General Liability Insurance in amounts of not
less than One Million Dollars ($1,000,000.00) per person
and One Million Dollars ($1,000,000.00) per occurrence for
bodily injury liability, and One Million Dollars
($1,000,000.00) per occurrence for property damage
liability, protecting all persons and all property by
whomsoever owned; and
Warehouse and ▇▇▇▇▇▇ shall furnish each other with certificates evidencing
the insurance required hereunder, and showing each other as Certificate Holders
on each others documents. All certificates shall indicate the names of the
insurance companies providing the coverage and that such coverage shall not be
altered or canceled without at least thirty (30) days prior notice, in writing,
to the other Party, and all certificates that evidence comprehensive General
Liability Insurance must specifically mention that Contractual Liability
Insurance is provided.
13. FORCE MAJEURE
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Subject to paragraph 8 hereof, neither ▇▇▇▇▇▇ nor Warehouse shall be liable
for any delays or failure to perform this Agreement caused by acts of God,
public enemies, war, civil disorder, strikes, or any other similar or different
causes not within the reasonable control of the party in default.
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14. COMPLIANCE WITH LAWS
--------------------
Warehouse shall conform to all rules, regulations and other requirements of
all federal, state, or local governmental bodies relating to the operation of
each Storage Facility covered by this Master Agreement and the obligations of
the parties hereunder.
15. INDEPENDENT CONTRACTOR
----------------------
Warehouse shall, at all times while performing under this Master Agreement,
act as an independent contractor and not as an employee or agent of ▇▇▇▇▇▇. All
warehousing services undertaken hereunder shall be the responsibility of
Warehouse, which shall provide, have control over, and be responsible for all
personnel and warehousing equipment it uses in the performance of this Master
Agreement and the Schedules hereto.
16. FAVORED NATIONS
---------------
Warehouse represents and warrants that the charges for the storage and
services provided by Warehouse and the quality and types of services to be
provided under this Master Agreement and the Schedules hereto are not now and
will not, while this Master Agreement remains in effect, become higher nor less
favorable than those available to other customers of Warehouse utilizing
comparable services and space in each Storage Facility covered by this Master
Agreement.
17. INVALID PROVISIONS
------------------
Any provision of this Master Agreement prohibited by law shall be
ineffective, to the extent of such prohibition, without invalidating the rest of
this Master Agreement.
18. SCHEDULES
---------
The parties contemplate entering into a separate Schedule for each location
to be covered by this Master Agreement. Each Schedule will set forth the
parties' additional agreements with respect to matters affecting the Storage
Facility covered by such Schedule. The Schedule shall be signed by the parties
and upon its execution, shall become a part of this Master Agreement, whether or
not physically attached hereto. The terms of the Master Agreement, as
supplemented by the terms of the Schedule for such Storage Facility, shall
govern the rights, responsibilities and obligations of each party, with respect
to the performance of warehouse services at each Storage Facility covered by
this Master Agreement. In the event of any conflict between the terms of this
Master Agreement and the terms of a Schedule, the terms of the Master Agreement
shall govern.
19. NOTICES
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All notices permitted or required to be given hereunder shall be in writing
and shall be delivered by first-class mail or telex to ▇▇▇▇▇▇ and Warehouse at
their respective addresses set forth below. When a notice is mailed pursuant to
this paragraph, the postmark shall be deemed to establish the date on which the
notice is given:
▇▇▇▇▇▇: WAREHOUSE:
Rexam Beverage Can Company Cargo Connection Logistics Corp.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Logistics Manager, Vice President,
Rexam Beverage Can Cargo Connection Logistics Corp.
With a Copy to:
▇▇▇▇▇ ▇▇▇▇▇▇▇, COO
Cargo Connection Logistics Corp.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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20. BREACH AND WAIVER
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A. Should either party be in default under any provision of this
Master Agreement or any Schedule hereto, the non-defaulting party
shall have the right to terminate this Master Agreement, or, at such
party's option, one or more of the Schedules hereto, immediately
upon the giving of written notice, specifying the default, to the
defaulting party.
B. Neither a course of conduct, nor any waiver by either party with
respect to a default or breach of any provision of this Master
Agreement or any Schedule hereto by the other party, shall operate
or be construed as a waiver of any subsequent default or breach or
as a modification of this Master Agreement or any Schedule hereto,
nor shall it preclude the exercise of any other right or remedy such
party may have at law, in equity or under this Master Agreement or
any Schedule hereto.
21. ASSIGNMENT
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This Master Agreement and the Schedules hereto shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto,
provided, however, that neither this Master Agreement nor the Schedules hereto,
nor any rights or duties under the same shall be assigned by either party,
without the prior, written, consent of the other party.
22. ACCEPTANCE
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The terms of this Master Agreement may be accepted by Warehouse either by
signing a copy of this Master Agreement, in the space provided below, or by
Warehouse's acceptance of ▇▇▇▇▇▇'▇ Products for storage.
23. ENTIRE AGREEMENT
----------------
This Master Agreement and the Schedules hereto:
(a) constitute the entire agreement between the parties with respect to
its subject matter;
(b) supersede all prior or contemporaneous agreements relating to this
subject; and
(c) may be modified, amended or terminated only as herein provided or
by an agreement in writing, signed on behalf of each party by a
duly constituted officer.
Executed by the duly authorized officials of ▇▇▇▇▇▇ and Warehouse as of the
day and year first hereinabove written.
REXAM BEVERAGE CAN COMPANY CARGO CONNECTION LOGISTICS CORP.
("▇▇▇▇▇▇") ("WAREHOUSE")
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------- -----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Logistics Manager Title: Chief Operating Officer
7
SCHEDULE A (CHARGES) TO CONTAINER STORAGE AGREEMENT
---------------------------------------------------
CODE: EFFECTIVE DATE:
WAREHOUSE NAME: ADDRESS :
Cargo Connection Logistics Corp - ORD ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NUMBER STORAGE SPLIT HANDLING
PALLETS FULL MONTH IN & OUT
HIGH MONTH AFTER COMBINED
5th
------------------------------------------------
Aluminum Cans L W H
------------- - - -
56 44 109 2 N/A N/A $4.25
Aluminum
--------
Ends/Lids 42 42 59 2 N/A N/A $4.25
--------- 32 37 36 For all sizes of Lids/Ends/Domes and Caps
38 42 54
35 37 50
56 44 54
41 52 59
Storage rate for all mateials is $0.60 per square foot,
per month, on a minmum of 20,000 square feet, of the 30,000 square feet being
used as part of this agreement.
Other: Computer equipment, including but not limited to, licenses,
hardware, software, communication lines and the like are the responsibility
of the warehouse to obtain, engage and otherwise maintain as required equipment
to service the Rexam business as part of this agreement. The above rates reflect
all weekend and overtime charges associated with the normal 24 hour per day, 7
days per week operation and support of the Elk Grove Village, IL cap-can plant.
Dunnage: Dunnage Services requires a separate Schedule A
-------
Term of Agreement: Initial three (3) year term, self-renewing in one (1) year
terms thereafter. Invoices to be sent weekly with invoice payment terms 45 days
from receipt of invoice. Rexam will occupy 5,000 square feet per week, each
week in April 2007, and be liable for weekly charges associated with the
contract for only the square footage occupied in a given week, until the entire
20,000 square feet of space is occupied by Rexam. 4/8/07 through 4/14/07 = 6,000
sq. ft., 4/15/07 through 4/21/07 = 10,000 sq. ft. and 4/22/07 through 4/28/07 =
15,000 sq. ft.
Rexam Representatives For Notification: Plant Manager; Plant Controller; and
Plant Shipping Supervisor.
8
SCHEDULE A PAGE 2
CHARGE FOR ADDITIONAL SERVICES
X Labor charge for services other than handling (loading/ unloading) during
normal hours of operation
$ 25.00/Man Hour
X Labor charge for services other than handling (loading/ unloading) on
overtime.
$ 37.50/Man Hour Monday-Friday
$ 37.50/Man Hour Saturday
$ 37.50/Man Hour Sunday
$ 50.00/Man Hour (minimum 4 hours per man) Holiday
X Labor charge for loading/unloading product on overtime (see Note #3)
$ 37.50/Man Hour Monday-Friday
$ 37.50/Man Hour Saturday
$ 37.50/Man Hour Sunday
$ 50.00/Man Hour (minimum 4 hours per man) Holiday
Additional service charges (explain)
$ 25.00/Man Hour Additional Physical Inventory other than
▇▇▇▇▇▇'▇ annual inventory
$400.00/Incident Emergency Call Out For Product
Hours of operation Monday-Friday 6 am - 10 pm
Weekend:
Saturday 6 am - 10 pm
Sunday 6 am - 8 pm
NOTE: 1. Rexam Beverage Can Company's annual inventory usually conducted
in September-October time frame will be at no charge.
2. It is understood and agreed that nothing in this agreement is
intended to constitute a minimum storage guarantee of any kind
including, without limitation, guarantees involving length of
term of storage or amount of storage space and no such
guarantee shall be binding on ▇▇▇▇▇▇ unless it is in writing
and signed by an authorized representative of ▇▇▇▇▇▇.
3. Overtime charges for product handling should reflect a credit
for the prepaid handling charges (pg. 12) to load/unload this
product during normal hours.
4. Holidays are based on 6 per year (New Year's Day, Memorial
Day, July 4th, Labor Day, Thanksgiving Day, and Christmas
Day).
CARGO CONNECTION LOGISTICS CORP. REXAM BEVERAGE CAN COMPANY
("Warehouse") ("▇▇▇▇▇▇")
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
------------------------------ ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer Title: Logistics Manager
9
SCHEDULE A PAGE 3
CHARGE FOR ADDITIONAL SERVICES
(DUNNAGE)
X Additional Labor charge for Dunnage
$ 25.00/Man Hour (minimum of 1 hour per man) Monday-Friday
$ 25.00/Man Hour (minimum of 1 hour per man) Saturday
$ 37.50/Man Hour (minimum of 1 hour per man) Sunday
$ 50.00/Man Hour (minimum 4 hours per man) Holiday
Overtime rates apply where times are applicable
X Storage charges for Dunnage
$ 0.60 per square foot per month
X Physical Inventory of Dunnage
$ 25.00/Man Hour
X Hours of operation Monday-Friday 6 am - 10 pm
Weekend:
Saturday 6 am - 10 pm
Sunday 6 am - 8 pm
NOTE: 1. It is understood and agreed that nothing in this agreement
is intended to constitute a minimum storage guarantee of any
kind including, without limitation, guarantees involving
length of term of storage or amount of storage space and no
such guarantee shall be binding on Dunnage ▇▇▇▇▇▇ unless it is
in writing and signed by an authorized representative of
Dunnage ▇▇▇▇▇▇.
2 Holidays are based on 6 per year (New Year's Day, Memorial Day,
July 4th, Labor Day, Thanksgiving Day, and Christmas Day).
CARGO CONNECTION LOGISTICS CORP. /s/ Rexam BCA
("Warehouse") ------------------------------
("Dunnage ▇▇▇▇▇▇")
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
----------------------- ---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer Title: Logistic Manager
10
EXHIBIT A
---------
REXAM BEVERAGE CAN COMPANY
WAREHOUSE FREIGHT REPORT
LOSS AND DAMAGE
CARRIER'S NAME:
CARRIER'S TRUCK NO.:
CARRIER'S PRO NO.:
DRIVER'S NAME:
▇▇▇▇ OF LADING NO.:
DATE SHIPPED:
DATE RECEIVED AT WAREHOUSE:
ORIGIN SHIPPING LOCATION:
ORIGIN ADDRESS:
NUMBER OF PALLETS ON TRUCK:
NUMBER OF PALLETS LISTED ON ▇▇▇▇ OF LADING:
COMMODITY:
DESCRIPTION OF DAMAGES OR LOSS:
DID WAREHOUSE MAKE EXCEPTION ON CARRIER'S FREIGHT ▇▇▇▇? Yes __ No___
WAREHOUSE SUPERVISOR'S SIGNATURE:
DATE:
THIS REPORT SHOULD BE SENT, ALONG WITH PHOTOGRAPHS OF DAMAGE AND ▇▇▇▇ OF LADING,
TO THE APPROPRIATE SHIPPING PLANT CONTACT.
11
EXHIBIT B
---------
REXAM BEVERAGE CAN COMPANY SANITATION REQUIREMENTS
--------------------------------------------------
I. INSECTICIDES
------------
Any pesticide used in any location must be registered with USEPA and
acceptable for us in food plants. Any pesticide must also have Rexam
Corporate approval. MSDS sheets and labels for all pesticides to be used
must be on file at the facility and at the Rexam Corporate location.
Application of pesticides shall be done by experienced personnel in
accordance with the label instructions and local laws.
II. RODENTICIDES
------------
Any rodenticides used in any location must be registered with USEPA.
Any rodenticides must also have Rexam Corporate approval. MSDS sheets and
labels for all rodenticides to be used must be on file at the facility
and at the Rexam Corporate location. Rodenticides are not allowed to be
used in the interior of facility. Rodenticides are to be dispensed in
cover tamper proof bait stations.
III. RODENT CONTROL EQUIPMENT
------------------------
Multiple catch traps are to be placed on each side of exterior doors
and every 50 feet on solid interior walls and/or at potential rodent
entry points. Bait stations are to be placed no closer than 20 feet on
each side of exterior doors and every 50 feet on the exterior of the
facility. All bait stations are to be tamper resistant and anchored.
All rodent control equipment must be numbered and its location
identified with a numbered wall marker. A service tag must be used on all
rodent equipment indicating service date. A map must be furnished
indicating the number and location of all rodent control equipment. This
map must be current at all times.
IV. RECORD REQUIREMENTS
-------------------
A service record must be provided for each visit by the Pest Control
Company. A copy of this report must be forwarded promptly to the
designated Rexam Control Plant for your warehouse. The service record
must provide the following:
X type of insecticide used
X amount used
X concentration used
X location of application
X type of rodenticide used
12
X amount of rodenticide used
X location of rodenticide used
X documentation of sanitation and physical deficiencies
X recommendations for corrections of deficiencies
V. SERVICE SPECIFICATIONS
----------------------
The pest control company will inspect and provide control of rats,
mice, roaches, silverfish, ants, etc.
VI. PEST CONTROL COMPANY INFORMATION
--------------------------------
The pest control company must supply the following:
X a list of names and telephone numbers of contacts who the
client can contact for service, emergency service, complaints,
and questions.
X pest sighting notification system, whereby the client can fill
out memo to notify service technician of problems, Service
technician will respond and indicate solution of problem.
VII INSECT CONTROL
--------------
The pest control company should inspect and treat where necessary
the facility a minimum of 2 TIMES PER MONTH for the listed pests in
Item V. Service areas should include Cafeterias, lock rooms, break rooms,
food storage areas, restrooms, office areas, warehouse areas, maintenance
areas. Treatment should consist of pesticide applications of approved
insect control materials in the areas noted.
VIII. RODENT CONTROL
--------------
The pest control company should maintain multiple traps in the
interior areas and at potential rodent entry Exterior tamper resistant
bait stations baited with approved rodenticides. The rodent control
service should be provided a minimum of 2 TIMES PER MONTH.
IX. FUMIGATION
----------
Fumigations services cannot be performed without the written
approval of Rexam Beverage Can Company.
X. INSURANCE FUMIGATIONS
---------------------
The following insurance coverage must be in effect at all times:
X worker's compensation statutory
X general liability $1,000,000/$1,000,000
X automobile $1,000,000
13
WAREHOUSE RODENT CONTROL PROGRAM SUMMARY
----------------------------------------
The specifications for a Warehouse Rodent Control Program are as follows:
X The rodent control service should be performed a minimum of 2 times
per month
X Bait stations are to be:
1. tamper resistant;
2. have date service stickers under the cover;
3. placed no closer than 20 feet on each side of exterior doors
and every 50 feet on the exterior of the facility;
4. all bait stations must be numbered;
5. numbered wall markers corresponding with bait station and
indicating its location and
6. a map indicating the number and location of each bait station.
Multiple catch traps are to be:
1. placed on each side of exterior doors;
2. placed every 50 feet on interior walls and/or at potential
rodent entry points;
3. have date service stickers under the cover;
4. all multiple catch traps are to be numbered;
5. number all markers corresponding with multiple catch trap
and indicating its location; and
6. a map indicating the number and location of each multiple
catch trap.
14
EXHIBIT C
LIST OF MATERIALS NOT BE STORED
IN WAREHOUSE CONTAINING REXAM PRODUCTS
1. Grains/Feeds (Infestation Sources):
a. Bagged animal foods
b. Cereal grains
c. Any bulk foods in bags (e.g. sugar, floor)
2. Odiferous Material (Off-Odor/Flavor Sources):
a. Solvents, paints or inks
b. Fertilizers
c. Spices
d. Fish
e. Cosmetics, perfumes, shampoos
f. Tires and other rubber goods
g. Coffee beans
h. Aromatic paper products (facial & toilet tissue, etc.)
i. Detergents
j. Toothpaste
k. Biocides
l. Chemicals
3. Poisonous Materials (Physical Contamination):
a. Weed killers
b. Chemicals
4. Corrosive Materials (Corrosion Initiators):
a. Acids
b. Caustics
c. Chlorine
5. Powdered Materials (Airborne Contaminants):
6. Other
a. Glass (palletized/bulk)
b. Cans returned for recycling
c. Used returnable bottles
d. Any liquids which could splash on cans if spilled
e. Gasoline powered lift trucks
15
EXHIBIT D
MIXED LABEL PREVENTION IN NON-COMPANY
WAREHOUSES CONTAINING REXAM PRODUCTS
======================================================================
MIXED LABEL PREVENTION - OUTSIDE WAREHOUSE
Procedure Number 20.41.06
======================================================================
1. PURPOSE:
-------
To identify the activities needed to prevent mixed labels from
occurring at outside warehouses
2. DEFINITIONS:
-----------
- Foreign Cans: Mix of Beer and Beverage labels on pallet
- Mixed Cans: Mix of different Beer or Beverage labels on pallet
- Mixed Size: Mix of 204/202 diameter Beer labels on pallet or
shipment
- Wrong Can: Rexam plant shipped wrong can(s) (pallet or full
load) for customer order
3. PREP FOR SHIPPING; SHIPPING.
---------------------------
a. "Fill-in" cans should be stored upright in clean/ clear
plastic containers - clearly identified to define can
label (by SKU or ARTWORK number and size/diameter. Each
time that containers are filled, verify that the can
and container label match.
b. By group, separate the stored and in-use containers of
202 diameter Beer, 204 diameter Beer and Beverage cans
to further minimize opportunities for mixed labels
c. When prepping pallets for shipping, compare "fill-in"
cans with order requirements, pallet identification and
cans already in the pallet. Be particularly careful
with 204/202 diameter Beer, different calorie count
Beer labels, and different mandatory Beverage labels.
Do not remove pallet tags until and any special flags
until the latest possible moment prior to shipping cans
to filling location.
d. Empty pallets should be inspected for presence of cans
in runners/block structure. As pallets of cans are
staged, and/or moved to the shipping dock, inspect
pallets for cans in the runners/block structure.
Remove any cans that are found.
16
e. Inspect top of pallets for damage, foreign material -
including loose cans, prior to loading. Remove any
foreign material and loose cans; repair any damage
found. Because it will spread the material, DO NOT
use compressed air to remove any foreign material on
the tops of pallets.
f. When inspecting trailers before loading, remove all
foreign material, including loose cans, prior to
loading.
g. When warehousing can pallets avoid storing similar
labels with different mandatories, neck diameters,
and calorie count/packaging next to each other.
Additional try to avoid storage of beer/beverage
pallets next to each other.
h. Prior to shipping perform a 360 degree inspection of
the entire perimeter.
i. Any pallets designated for use as fill in cans must
be clearly labeled with SAP Inventory tag.
17
CHECKLIST TO BE USE FOR PERFORMING INSPECTIONS
Warehouse:
Date:
Inspector:
[ ] All Fill in cans stored in clean, clear containers
[ ] All Fill in cans labeled with label and artwork/SKU
[ ] Fill in cans are properly separated to prevent an
operator from inadvertently using the wrong can
[ ] Returned empty pallets are inspected for cans stuck in
runners, blocks
[ ] Operators observed performing proper fill in method
[ ] Pallets with similar artwork, different SKU, are not
stored next to each other
[ ] Proper spacing is maintained between rows of pallets
[ ] Pallets used for fill in cans maintain SAP tag and
similar SKUs are not stored next to each other
[ ] NOTES:
18
EXHIBIT E
WAREHOUSE CONTAMINATION PREVENTION PROCEDURES
AND EMPLOYEE ACCEPTANCE SHEET
======================================================================
WAREHOUSE CONTAMINATION PREVENTION PROGRAM
Procedure Number 10.03.01
======================================================================
1. SCOPE:
-----
1.1 Warehouses for the storage of Customers' materials and
products shall, consistent with reasonable commercial
expectations and contractual commitments, implement
the necessary steps to prevent contamination of
Customers' products or packaging materials.
2. PROCEDURE:
---------
2.1 A policy such as the one attached should be implemented
by each warehouse and each warehouse employee should
acknowledge in writing his/her understanding and
acceptance of the policy.
2.2 Consistent with the warehouses' right to hire employee
of their own choosing, consider steps toward gaining
commitment of warehouses to implementation of
pre-employment background checks (including criminal
and driving record) and drug screen.
2.3 Warehouse facilities should have adequate internal and
external lighting and be equipped with appropriate
access security measures designed to deter entry by
unauthorized personnel.
2.4 Encourage warehouses to undertake at least annual
communications with their employees to emphasize
intolerance for tampering and intentional or
unintentional contamination of materials or products.
2.5 Consider the development and deployment of a
"Distribution Center Standard Operating Procedures
Manual" to incorporate the above-listed items.
2.6 The following "Product Tampering Policy" form must be
signed by each employee at the storage facility as
acknowledgement that they have received, read and
understood the policy. Copies of the signed documents
must be kept on file at the site in case of an audit
and copies sent to Rexam Corporate in Chicago for our
files.
19
PRODUCT TAMPERING POLICY
Our customers place the highest possible importance on the safety, quality
and integrity of their products. The inclusion of any foreign material as well
as damage done to any of our customers' products is a serious incident affecting
the safety and integrity of our customers' products and our relationship with
our customers. Tampering of any kind with our customers' products cannot be
tolerated.
Many of our customers' products are regulated by the government and must
comply with strict guidelines regarding safety, quality and integrity of the
package ultimately provided to the end consumer. Because of those high
standards, there are significant consequences for all parties who engage in
tampering with any of our customers' products. As a warehouse service provider,
REXAM must insure that no tampering with our customers' products or materials
occurs while those items are within our custody or control. REXAM will not
tolerate the intentional or unintentional contamination of our customers'
products.
Therefore, REXAM has instituted this policy prohibiting any tampering with
our customers' products or materials. All employees who handle products stored
in REXAM warehouse or under our control, must understand and comply with this
policy, as well as any and all procedures developed to insure that no tampering
or contamination occurs. Any warehouse employee found to be involved in a
tampering incident, whether directly or indirectly, will be subject to serious
disciplinary action, up to and including the termination of employment, possible
criminal prosecution, and potential civil liability for any damages caused.
If any employee is aware or becomes aware of any tampering or
contamination, whether intentional or unintentional, with any products or
materials, he or she should immediately report that information to his or her
supervisor. If an employee is aware of tampering or contamination to our
customers' product or materials and fails to "promptly" report knowledge of the
tampering or contamination, that employee may also be subject to disciplinary
action. Reporting "promptly" means prior to the time the product or material in
question leaves our custody or control.
By signing below, I acknowledge receiving and reading t his policy and
acknowledge further that I am required to comply with it.
----------------------------------------- ----------------
Employee Name/Signature Date
20