EXHIBIT 99.1
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NOTE: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS
OF THIS EXHBIT
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PURCHASE AND SALE AGREEMENT
This agreement ("Agreement") is made effective as of April
1, 2003, (the "Effective Date") by and between GRAPHIC PACKAGING
CORPORATION, a Delaware corporation ("SUPPLIER"), and COORS
BREWING COMPANY, a Colorado corporation ("COORS"); COORS and
SUPPLIER may sometimes be referred to individually as a "Party"
or collectively as the "Parties".
NOW, THEREFORE, in consideration of the premises, the mutual
promises, and the representations, warranties and covenants
herein contained, the sufficiency of which is hereby mutually
acknowledged, the Parties agree as follows:
ARTICLE 1
TERM
This Agreement shall be effective as of the Effective Date
and shall expire on * * * unless earlier terminated as provided
herein, (the "Term"). Notwithstanding the foregoing, for
purposes of volume rebates pursuant to Exhibit C4, quality
ratings under the Service Requirements pursuant to Exhibit F,
forecasting accuracy incentives pursuant to Exhibit G, and cost
savings pursuant to Exhibit I, shall be calculated and paid
effective as of January 1, 2003.
ARTICLE 2
SUPPLIER PRODUCT OBLIGATIONS
2.1 Product Specifications.
SUPPLIER agrees to sell to COORS and COORS agrees to
purchase from SUPPLIER, the products described on Exhibit A1
attached hereto (the "Product(s)") conforming to the
specifications described on Exhibit B attached hereto (the
"Specifications").
2.2 New Products.
During the Term, COORS may provide SUPPLIER with the
opportunity to compete to supply other promotional or new
products ("New Products"). If the Parties agree to add other
promotional or new products, Exhibits A, B and C shall be amended
in writing accordingly. COORS and SUPPLIER shall develop a
documented process for evaluating concepts, designs, production,
pricing and testing of other promotional or new products that are
to be supplied by SUPPLIER under this Agreement.
2.3 Product Delivery and Sourcing.
SUPPLIER agrees to deliver the Products to COORS at the
designated destinations in Golden, CO; Memphis, TN; Shenandoah,
VA; Waco, TX or a COORS-specified carrier. COORS shall pay * * *
as set forth on Exhibit C1. * * * Products delivered to
COORS' facilities shall be sourced from SUPPLIER's facilities
identified on Exhibit A1 unless otherwise approved by COORS. Any
additional freight charges incurred due to a change by SUPPLIER
in sourcing Product from a facility different than designated in
this Section shall be paid by SUPPLIER.
2.4 Alternate Sourcing.
SUPPLIER shall qualify at least one of its facilities, not
designated as the primary source in Section 2.3, as an alternate
source of Products for Golden, CO; Memphis, TN; Shenandoah, VA;
and Waco, TX. Additionally, SUPPLIER shall provide a sourcing
contingency plan to COORS as specified on Exhibit A2, which shall
be submitted to COORS annually, or when requested, for review and
approval.
2.5 Duties of SUPPLIER.
SUPPLIER shall perform the duties described on Exhibit E
attached hereto.
2.6 Designation of Raw Materials.
SUPPLIER shall use raw materials to manufacture or assemble
the Products that are acceptable to COORS in COORS' discretion.
COORS hereby expressly limits its liability for the cost of raw
materials to no more than the actual cost of such materials,
although SUPPLIER shall mitigate or minimize the loss of raw
materials to the maximum extent possible. In no event shall
COORS be responsible for SUPPLIER acquiring more than a * * *
supply of such raw materials, based on COORS' volume requirements
for such materials unless specifically authorized in writing by
COORS and provided to SUPPLIER. COORS shall not be responsible
for payment of obsolete raw materials that exceed a * * * supply.
ARTICLE 3
COORS PRODUCT OBLIGATIONS
3.1 Products Volume.
(a) Commencing on the Effective Date, SUPPLIER shall
sell to COORS and COORS shall purchase from SUPPLIER such
quantity of Products as shall be specified on COORS' purchase
orders addressed to SUPPLIER in writing from time to time. COORS
does not warrant or represent that it will have requirements for
any particular volume of Products during the Term hereof except
that: (1) COORS' purchase of Coors Light laminated paperboard
structures shall total 100% of its requirements; and (2) COORS'
total purchase of all Products in any calendar year during the
Term shall equal at least * * * . In the event COORS' total
purchase of Products is less than * * *.
(b) * * *
(c) * * *
(d) * * *
3.2 COORS Volume Authorization.
SUPPLIER shall not initiate production for any new or
promotional product or exceed the authorized volume without prior
written authorization by COORS.
3.3 * * *
3.4 Annual Estimates.
On or before each November 30 during the Term, COORS shall
provide SUPPLIER with COORS' best estimate of COORS' anticipated
requirements under subsection 3.1 for Products during the
immediately succeeding calendar year. On or before the last
business day of each month, COORS shall provide SUPPLIER with a
rolling * * * forecast of COORS' estimated requirements under
subsection 3.1 listed by Product style and size. On or before
Wednesday of each week, COORS shall provide SUPPLIER with its
estimated requirement for the * * *, listed by Product style and
size. * * *
COORS and SUPPLIER acknowledge that from time to time
considerable variation will occur between the estimated
requirements and final orders. Notwithstanding such variation,
SUPPLIER shall use its commercially reasonable best efforts to
accommodate such delivery requirements, but SUPPLIER will not be
responsible for any substantial unanticipated variations in
Product requirements that it is unable to accommodate. SUPPLIER
shall provide COORS with advance written notice, as soon as
reasonably possible, of any anticipated inability to produce and
deliver Products in such quantities as are necessary to meet
COORS' requirements.
3.5 Product Inventory.
SUPPLIER is expected to maintain a minimum of * * *
inventory ("Minimum Inventory") and shall not exceed a maximum
of * * * of inventory ("Maximum Inventory"), based upon a weekly
calendar average of 52 weeks. If SUPPLIER is unable to maintain
the Minimum Inventory, SUPPLIER shall immediately notify COORS.
SUPPLIER will furnish inventory in accordance with first in,
first out inventory methods, and will assist COORS in managing
and minimizing obsolete Products resulting from Specification or
copy changes. SUPPLIER shall provide inventory reports to COORS
on the last business day of each week. These inventory reports
shall include, but not be limited to, finished goods, held
inventories (including potential Defective Products), and
obsolete inventories. In no event, once COORS notifies SUPPLIER
that a Product is obsolete, will COORS be required to purchase
obsolete inventory older than * * *. Inventory storage fees
shall be assessed as specified on Exhibit C3.
3.6 Suspension of Work.
Subject to Section 3.1, COORS may delay, reduce or suspend
its purchase of Products hereunder as COORS may determine to be
appropriate for the convenience of COORS. In the event that
COORS shall delay, reduce or suspend the purchase of Products,
SUPPLIER shall take all reasonable and commercially prudent
steps to mitigate the effects of such delay, reduction or
suspension, including maintaining no more than the Maximum
Inventory.
3.7 Duties of COORS.
COORS shall perform the duties described on Exhibit E
attached hereto.
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS
SUPPLIER hereby agrees, represents and warrants to COORS
that:
4.1 In addition to meeting the required Specifications set
forth in this Agreement, SUPPLIER is aware of the uses to which
COORS intends to put the Products and accordingly the Products
are sufficient and fit for those intended uses. Such warranty
regarding fitness for the intended use shall be binding on
SUPPLIER for * * * from the date of manufacture of the Product.
In the event SUPPLIER determines that the Specifications prevent
SUPPLIER from providing a warranty that the product is sufficient
and fit for its intended uses, SUPPLIER shall provide written
notification to COORS, which notification shall identify the
portion of the Specifications that prevents SUPPLIER from
providing the warranty. If SUPPLIER provides such notification
to COORS, COORS may modify its Specifications so that SUPPLIER
may make the warranty required by this Section 4.1;
4.2 SUPPLIER shall convey good title to the Products and
the Products shall be delivered free of any lien or encumbrance,
and free from defects;
4.3 SUPPLIER shall produce and deliver the quality and
quantity of Products required hereunder and as specified in
Exhibits A and B attached hereto;
4.4 SUPPLIER warrants that all Products shall conform to a
pre-production or production sample that is approved in writing
by COORS, including without limitation the color, artwork,
texture and quality; that the Products shall conform to the
Specifications; that the Products shall be fit for the ordinary
purposes for which such Products are used, be of even kind and
quality, and be adequately packaged and labeled as the
Specifications may require;
4.5 The Products delivered hereunder shall comply with all
applicable laws, statutes, rules, orders, regulations, and
ordinances of any local, state or federal governmental body
having jurisdiction over packaging materials for foods and
beverages for human consumption;
4.6 The Contract Price, the terms, representations,
warranties and benefits granted to COORS herein are comparable
to or better than the equivalent prices, volumes, terms,
warranties and benefits offered by SUPPLIER to its other
customers; and
4.7 SUPPLIER hereby assigns, to the extent assignable, for
the benefit of COORS warranties associated with the Products
provided by any manufacturer, subcontractor or third party and
SUPPLIER shall enforce such warranties on COORS' behalf upon
COORS' written request. The warranties made or assigned by
SUPPLIER pursuant to this Agreement or otherwise shall survive the
acceptance of and payment for the Products by COORS. The
warranties made or assigned to COORS by SUPPLIER pursuant to this
Agreement or otherwise shall benefit COORS and its subsidiaries
and affiliated companies and their respective employees, agents,
representatives, assigns, subcontractors and customers.
ARTICLE 5
QUALITY AND SERVICE
5.1 SUPPLIER shall comply with the Service and Quality
performance requirements as specified on Exhibit F attached
hereto ("Service Requirements") for Supplier Performance Ratings.
COORS may apply the Service Requirements for each of SUPPLIER'S
facilities furnishing Products to each COORS location. Failure
to meet or exceed the Service Requirements for at least a bronze-
level supplier at all COORS facilities, based on a simple average
will result in a "Supplier In Development" rating. If SUPPLIER
rates as a Supplier in Development or if in COORS' judgment
SUPPLIER's performance as a Supplier in Development is not
showing substantial and steady improvement over any period of
time, SUPPLIER may be terminated. If SUPPLIER rates as a
Supplier in Development in any quarter, SUPPLIER shall not be
eligible to receive the * * * implemented the following quarter.
However, if SUPPLIER achieves a gold-level rating, * * *.
5.2 If SUPPLIER identifies Products that do not meet or
exceed COORS' Specifications during their manufacturing process,
SUPPLIER shall not ship such Products to COORS until the
manufacturing process has been corrected and the Products conform
to the Specifications, agreements, representations and warranties
contained in this Agreement.
5.3 In order to ensure quality and service goals are achieved,
the Parties shall conduct quarterly meetings to review the
progress toward the standards established in Exhibit F as well as
other issues related to this Agreement. A Steering Committee
shall be established that shall meet twice a year to specifically
review the Supplier Performance Ratings and other performance
measures. The Parties' CEOs shall also meet once a year to
evaluate and discuss the status of the relationship.
ARTICLE 6
CONSIDERATION
6.1 Contract Price.
COORS shall pay to SUPPLIER a sum of money determined in
accordance with the schedule attached hereto as Exhibit C1 (the
"Contract Price"). The Contract Price shall be based upon a
formula as further detailed on Exhibits C2, C3, C4, and C5 * * *.
6.2 Payment Terms and Invoices.
For SUPPLIER'S invoices that are received by COORS by the
24th - 8th of a month, COORS shall pay SUPPLIER for those
Products on the 15th day (or the next business day if the 15th
day is not a business day) of that month. For SUPPLIER'S
invoices that are received by COORS between the 9th - 23rd of a
month, COORS shall pay SUPPLIER for those Products on the 30th
day (or the next business day if the 30th day is not a business
day) of the month in which the Product is received. * * *. For
costs that are to be paid as a direct pass-through by COORS,
SUPPLIER shall separately invoice COORS for those costs,
including any discount SUPPLIER received and COORS shall pay
according to the above payment terms * * *. SUPPLIER shall
invoice COORS for all goods and services provided under this
Agreement within * * * after receipt of such goods or services by
COORS. COORS shall not be responsible to pay any invoice
received later than * * * after receipt of such goods or
services. SUPPLIER shall have * * * from the date that COORS
received the Product or other goods or services invoiced within
which to notify COORS in writing of any claims SUPPLIER might
have for payment not made in accordance with the payment schedule
outlined in this Section 6.2, or such claims shall be deemed
waived by SUPPLIER, including but not limited to all claims for
any interest accrued. All invoices for costs to be paid by
COORS, including without limitation freight costs, must be
accompanied with a copy of the invoice or bill for such costs,
but no backup documentation. In addition to invoices, monthly
statements shall be submitted by SUPPLIER to COORS. Invoices and
statements shall be mailed to: Coors Brewing Company,
Disbursements Department, PO Box 889, CE346, Golden, CO 80402-
0889.
ARTICLE 7
COST SAVINGS MEASURES
7.1 COORS' goal for SUPPLIER is for SUPPLIER to provide an
annual cost savings to COORS as identified on Exhibit I.
7.2 SUPPLIER may make recommendations to COORS that
SUPPLIER believes will improve the quality of the Products;
decrease the price of the Products, the Contract Price or any
other costs and expenses to COORS; or improve the process by
which COORS utilizes the Products. SUPPLIER shall present all
recommendations in writing to the Designated Representative in
such form as required by COORS. In any event, SUPPLIER's written
recommendations shall include an estimate of the annual projected
savings to be realized by COORS as a result of the implementation
of SUPPLIER's recommendations.
7.3 COORS may elect to conduct tests of one or more of
SUPPLIER's recommendations and may require the implementation of
one or more of the recommendations (or derivations thereof) by
SUPPLIER.
7.4 Within a reasonable period of time after the recom-
mendations are implemented, COORS shall determine if there has
been an actual savings as a result of SUPPLIER's recommendations.
* * * COORS reserves the right to determine in its reasonable
discretion whether any cost savings measure proposed hereunder
constitutes "actual savings."
7.5 COORS may modify the Specifications set forth on
Exhibit B in accordance with any recommendation that COORS elects
to implement pursuant to this Section 7.
ARTICLE 8
STATUS OF PARTIES
8.1 Independent Contractor.
The Parties expressly understand and agree that SUPPLIER is
acting as an independent contractor. Nothing in this Agreement
is intended to create a relationship, express or implied, of
employer-employee, principal-agent or partnership between COORS
and SUPPLIER or between COORS and any individual employed to work
under this Agreement by SUPPLIER.
8.2 No Direction or Control.
COORS shall have no direction or control over SUPPLIER or
SUPPLIER's employees or the manner and method utilized by
SUPPLIER in providing the Products in conformance with the terms,
conditions and obligations of this Agreement. SUPPLIER shall
determine and have sole discretion over the manner and methods
utilized to provide Products that comply with this Agreement.
SUPPLIER shall be solely responsible for the direction, control
and supervision of its acts and the acts of its employees
incident to the performance of this Agreement. SUPPLIER shall
not have nor shall it represent itself as having any authority to
make contracts in the name of or on behalf of COORS or to pledge
COORS' credit or to extend credit in COORS' name, or to obligate
COORS in any way.
8.3 Expenses.
Except as otherwise expressly provided herein, all expenses
incurred by SUPPLIER in connection with this Agreement and the
manufacture and delivery of the Products shall be the sole
responsibility of SUPPLIER. In the event SUPPLIER makes
unauthorized representations or incurs unauthorized expenses
resulting in the assertion of a claim against COORS, SUPPLIER
shall indemnify and hold harmless COORS against all such claims.
8.4 Subcontractor Approval.
SUPPLIER recognizes COORS has chosen it to perform the
obligations of this Agreement because of the expertise of
SUPPLIER and its employees. Any subcontractor or agent utilized
by SUPPLIER for its performance under this Agreement must be
specifically identified to COORS by SUPPLIER and approved by
COORS in writing prior to the provision of services or goods by
such subcontractor or agent. Goods purchased by SUPPLIER from a
subcontractor or agent shall be included in the SUPPLIER'S
Quarterly Quality Report required on Exhibit F. Subcontractors
shall also meet the Specifications set forth on Exhibit B.
8.5 Agreement Binding on Subcontractors.
For any subcontractors approved by COORS, SUPPLIER agrees
and represents that all subcontractors retained by SUPPLIER have
agreed to perform pursuant to the terms of this Agreement.
SUPPLIER shall ensure that any approved agent, representative,
assign or subcontractor has executed an appropriate agreement
prior to the commencement of work. Without limiting SUPPLIER's
obligation to obtain an agreement with all approved subcontractors
agreeing to be bound by all applicable provisions of this
Agreement, SUPPLIER shall provide evidence that all subcontractors
are carrying and maintaining insurance policies with coverages,
in the same manner and amounts as SUPPLIER is obligated to obtain
and furnish pursuant to Section 11 below. In the event the
subcontractor is not able to provide the insurance required in
Section 11, SUPPLIER shall be responsible for the difference
between that provided by the subcontractor and the amount
specified in Section 11 below.
ARTICLE 9
COMPLIANCE
9.1 Government Regulations.
Unless otherwise exempt,
(a) the clauses required to be incorporated into
government contracts under 41 C.F.R. sections 60-1.4, 60-250.5(a),
60-741.5(a), 48 C.F.R. 22.810, 48 C.F.R. 22.1308, and 48 C.F.R.
22.1408 are incorporated into this Agreement by reference.
(b) SUPPLIER shall comply with all requirements of
(i) Executive Order 11246, as amended, and the regulations issued
thereunder, (ii) the requirements of Section 503 of the
Rehabilitation Act of 1973 as amended, and the regulations issued
thereunder, (iii) the requirements of Section 503 of the Vietnam
Era Veterans' Readjustment Assistance Act of 1972, as amended,
38 U.S.C. 4212, Executive Order 11702, and all regulations
thereunder, (iv) the reporting requirements set forth in 61 C.F.R.
61-250.10 of the Americans with Disabilities Act of 1990, 42
U.S.C. 12112; and (v) the requirements of 41 C.F.R. Chapter 60.
With respect to (iv), SUPPLIER personnel must meet all COORS
requirements for employees eligible to work in a particular job
location. With respect to (v) above, SUPPLIER certifies that if
it has fifty (50) or more employees and if it anticipates sales
to COORS in connection with government contracts of $50,000 or
greater, it will develop a written affirmative action compliance
program for each of its establishments consistent with the rules
and regulations by the Department of Labor at 41 C.F.R. Chapter
60.
9.2 General Laws and Permits.
With respect to this Agreement, SUPPLIER shall (i) comply
with any and all applicable federal, state, local or agency laws,
regulations, rules, ordinances or other directives, and (ii)
obtain all releases, licenses, permits or other authorizations
required by any governmental body or authority.
9.3 Diverse Suppliers (Minority or Women-Owned Business
Enterprises).
When and if SUPPLIER uses suppliers, including contractors
and subcontractors, to supply goods and services for COORS'
benefit under this Agreement * * *. A diverse supplier is a
for-profit enterprise located in the United States or its trust
territories, which is controlled, operated and 51 percent owned
by a minority member or woman. Minority members are individuals
who are African American, Hispanic American, Native American,
Asian-Pacific American and Asian-Indian American. SUPPLIER will
report expenditures on diverse suppliers quarterly on the form
attached as Exhibit D. If SUPPLIER fails to report such
expenditures, then SUPPLIER will provide COORS the appropriate
data to allow COORS to complete the report and COORS will charge
SUPPLIER reasonable fees for COORS' time spent analyzing and
reporting the expenditures. * * *.
9.4 WHAM Training.
SUPPLIER shall require all employees of SUPPLIER and its
subcontractors to attend a Workplace Hazard and Awareness
Management training seminar ("WHAM") at such time and place
designated by COORS prior to working at or on any of COORS'
facilities or property.
ARTICLE 10
INTELLECTUAL PROPERTY
10.1 Definitions. For purposes of this Section 10 only:
(a) "Artwork" includes any and all artistic drawings,
sketches, photography, renderings and artwork used in connection
with, incorporated into or created in connection with the
Products, shall be deemed Intellectual Property as defined in
this Agreement and shall be owned by COORS.
(b) "COORS" in this Section 10 means COORS and its
parents, subsidiaries, and divisions and each of their employees,
officers and agents.
(c) "COORS Confidential Information" includes trade
secrets and other confidential and proprietary information of
COORS, including without limitation, and without abrogating any
common law obligations of SUPPLIER to COORS, COORS' formulas,
techniques, and methods of manufacture and/or operation; products
designs, drawings, specifications, prototypes and samples and
results of research and development, including abandoned
projects; Inventions it owns; Intellectual Property; computer
programs in source code or object code; earnings and other
financial information; past, present or future business plans;
the names or buying practices or habits of any of its customers;
its marketing methods and related data; lease terms; real
property agreements; operating agreements; internal methods of
operation; the names of any of its vendors or suppliers not
generally known in the industry; costs of products; the prices it
obtains or has obtained or at which it sells or has sold its
products or services, including discounts; customer lists,
including name, address, telephone number, customer contact,
sales history and product mix; compensation paid to employees and
other terms of employment; specialized equipment used in its
processes; any other information which SUPPLIER may become privy
to by reason of its relationship with COORS; any oral or written
information involving the foregoing or other written information
marked "confidential"; the terms and conditions of this
Agreement, the cost of the Products, all information provided to
COORS by SUPPLIER; and the Contract Price.
(d) "Intellectual Property" includes any and all
copyrightable subject matter and copyrights, all common law or
registered trademarks, service marks and trade names, all Artwork
and any and all trade dress originated, created, developed,
generated or resulting by or from COORS. The Intellectual
Property shall be owned by COORS.
(e) "Inventions" includes any and all discoveries,
know-how, inventions, patents, products, methods, ideas and the
like made or discovered pursuant to this Agreement specifically
pertaining to the production of Products.,
(f) "SUPPLIER" in this Section 10 means SUPPLIER and
its parents, subsidiaries, divisions, subcontractors and each of
their employees and agents.
(g) "SUPPLIER'S Confidential Information" includes
trade secrets and other confidential and proprietary information
of SUPPLIER, including without limitation, and without abrogating
any common law obligations of COORS to SUPPLIER, SUPPLIER'S
formulas, techniques, and methods of manufacture and/or operation;
products designs, drawings, specifications, prototypes and samples
and results of research and development, including abandoned
projects; Inventions it owns; computer programs in source code or
object code; earnings and other financial information; past,
present or future business plans; the names or buying practices
or habits of any of its customers; its marketing methods and
related data; lease terms; real property agreements; operating
agreements; internal methods of operation; the names of any of
its vendors or suppliers not generally known in the industry;
costs of products; the prices it obtains or has obtained or at
which it sells or has sold its products or services, including
discounts; customer lists, including name, address, telephone
number, customer contact, sales history and product mix;
compensation paid to employees and other terms of employment;
specialized equipment used in its processes; any other
information which COORS may become privy to by reason of its
relationship with SUPPLIER; any oral or written information
involving the foregoing or other written information marked
"confidential"; the terms and conditions of this Agreement; the
cost of the Products; all information provided to SUPPLIER by
COORS; and the Contract Price.
10.2 Product Artwork.
* * * SUPPLIER shall not make any changes to the Artwork
without the prior written approval of COORS. SUPPLIER shall
ensure bar code legibility for each Product requiring a bar code
in the Specifications. SUPPLIER shall furnish pre-production
samples or production samples, if available, of all Products
utilizing the Artwork for COORS' prior approval.
10.3 Ownership of Inventions.
The Parties agree that any and all Inventions shall be owned
* * *. The Parties agree to work with each other in good faith to
evaluate and develop technology regarding the packaging of COORS'
Products and to determine proper ownership in the Inventions.
* * *
Joint ownership shall occur if the Parties agree in writing
to jointly own the Inventions. * * *
10.4 * * *
10.5 Protection of SUPPLIER'S Inventions.
SUPPLIER shall have the sole and discretionary worldwide
right and responsibility for applying for and obtaining and
maintaining registrations or other forms of protection for the
Inventions owned solely by it under this Agreement. With respect
to jointly owned Inventions, the Parties agree to protect them in
the manner identified in Section 10.3 above.
10.6 Protection of Intellectual Property and COORS'
Inventions.
COORS shall have the sole and discretionary worldwide right
and responsibility for applying for and obtaining and maintaining
registrations or other forms of protection for the Intellectual
Property and Inventions owned solely by it under this Agreement;
provided, however, SUPPLIER and its employees and subcontractors
shall assist and fully cooperate with COORS in obtaining and
maintaining any such protection for the Intellectual Property or
said Inventions as requested by COORS.
10.7 Nondisclosure Agreement.
When required by COORS, each of SUPPLIER's employees, agents
or subcontractors performing work in connection with the Products
under this Agreement shall sign a Nondisclosure Agreement in a
form reasonably required by COORS.
10.8 Covenant of Confidentiality.
Each Party agrees that no Confidential Information of the
other Party will be used or disclosed to any third-party
individual or organization during the Term of this Agreement or
after its expiration or earlier termination. Further, each Party
agrees and promises to control the other Party's Confidential
Information within its organization and to only disclose the
other Party's Confidential Information to its employees and
agents to the extent that the same is essential to enable such
employee or agent to carry out its obligations hereunder. Either
Party's Confidential Information delivered to the other Party
shall all be returned to that Party promptly upon the expiration
or earlier termination of this Agreement. Neither Party shall
issue or release for publication or otherwise, any of the other
Party's Confidential Information, advertise or publicize any
information that relates to this Agreement or that mentions or
implies the name of COORS or any trade or brand names of COORS,
without prior written approval from COORS. The obligations and
duties of the Parties under this Article 10 shall survive the
termination or expiration of this Agreement.
10.9 Exclusions to the Parties' "Confidential Information"
Definitions.
(a) "COORS Confidential Information" shall not include
(i) information that is in the public domain through no act,
omission or fault of SUPPLIER, (ii) Confidential Information that
SUPPLIER is required to disclose pursuant to a court order,
provided that SUPPLIER informs COORS of the court order and
assists COORS in taking reasonable steps to seek a protective
order or other appropriate action, and (iii) Confidential
Information that SUPPLIER in good faith believes that SUPPLIER
is required by law to disclose; provided, SUPPLIER shall first
notify COORS of such good faith belief in writing and shall not
make any such disclosure if COORS provides SUPPLIER with an
opinion prepared by independent counsel for COORS that disclosure
is not required by law and agrees to indemnify and hold harmless
the SUPPLIER from any and all fees and costs, including
reasonable attorneys' fees, incurred by the SUPPLIER thereby.
(b) "SUPPLIER'S Confidential Information" shall not
include (i) information that is in the public domain through no
act, omission or fault of COORS, (ii) Confidential Information
that COORS is required to disclose pursuant to a court order,
provided that COORS informs SUPPLIER of the court order and
assists SUPPLIER in taking reasonable steps to seek a protective
order or other appropriate action, and (iii) Confidential
Information that COORS in good faith believes that COORS is
required by law to disclose; provided, COORS shall first notify
SUPPLIER of such good faith belief in writing and shall not make
any such disclosure if SUPPLIER provides COORS with an opinion
prepared by independent counsel for SUPPLIER that disclosure is
not required by law and agrees to indemnify and hold harmless
COORS from any and all fees and costs, including reasonable
attorneys' fees, incurred by COORS thereby.
10.10 Breach of Confidentiality.
Each Party acknowledges and agrees that its breach, or
alleged breach, of this Article 10 relating to either Party's
Confidential Information may result in irreparable harm to the
other Party. Each Party further acknowledges and agrees that
such damages are not readily ascertainable and that remedies at
law may be inadequate to compensate for a breach. Therefore, in
the event of a breach, or alleged breach, of the provisions of
this Article 10, in addition to any remedy at law, the injured
party shall be entitled to pursue any and all remedies that may
be available in equity or by temporary or permanent injunction.
10.11 Intellectual Property Indemnification.
* * *
10.12 Overruns and Second-Quality Goods.
Production overruns, second-quality goods, and any Products
rejected or returned by COORS ("Rejected Goods") and bearing any
Intellectual Property shall not be sold, distributed or used in
any manner by SUPPLIER without the prior written consent of COORS.
The Parties shall mutually agree upon the manner in which any
Rejected Goods may be used, sold or distributed. In the event
SUPPLIER and COORS cannot reach agreement within * * * concerning
liquidation of the Rejected Goods, SUPPLIER shall destroy such
Rejected Goods or permanently and completely obliterate or remove
all Intellectual Property from the Rejected Goods prior to sale,
distribution or use of the Rejected Goods, all at SUPPLIER'S cost
and expense. SUPPLIER shall not deliver any Products that have
been previously returned as defective without first notifying the
COORS Designated Representative. COORS reserves the right to
reject Products if COORS has reason to suspect that such Products
are part of a batch or manufacturing run of Products that have
defective Products within the batch or run. SUPPLIER shall be
responsible for all production overruns of raw materials and
finished Products outside SUPPLIER-quoted manufacturing tolerances
as specified on Exhibit A3.
10.13 Record Keeping.
SUPPLIER and its employees and subcontractors shall keep
written records of their activities relating to work performed or
Products supplied to COORS pursuant to this Agreement and shall
keep written records of all information, Inventions and
Intellectual Property originated by or created or developed for
COORS. SUPPLIER shall promptly disclose to COORS upon its request
all such records, and shall permit COORS to inspect, review and
copy all such records.
10.14 Return of Documents and Things.
All records, Intellectual Property, Inventions, Confidential
Information and other materials, documents and things made
available to either Party or created or developed by SUPPLIER for
COORS or developed by COORS shall be delivered to the originating
Party upon written request by it or upon the expiration or earlier
termination of this Agreement. Printing cylinders shall not be
stripped by SUPPLIER without the prior written approval of COORS.
ARTICLE 11
INSURANCE
11.1 Insurance.
Prior to commencing any work in connection with the supply
of Products hereunder, SUPPLIER shall secure and shall maintain
during the performance of its obligations under this Agreement
and throughout the Term, at least the following types of
insurance and minimum coverage: (a) Commercial General Liability
Insurance, including Contractual Liability and Products/Completed
Operations coverage with a combined single limit for bodily
injury, death, personal injury and property damage of * * * per
occurrence and * * * general aggregate, and * * *
Products/Completed Operations aggregate; (b) Automobile Liability
Insurance with combined single limit for bodily injury and
property damage of * * * per accident; (c) Statutory Workmen's
Compensation and Occupational Disease Disability Insurance as
required by law; and (d) Employer's Liability Insurance with
limits of * * * for bodily injury by accident, each employee,
* * * for bodily injury by disease, each employee, and * * *
aggregate liability for disease. SUPPLIER shall furnish to COORS
evidence of such insurance coverage in the form of Certificates
of Insurance. * * * All Certificates of Insurance shall provide
that COORS shall be provided * * * written notice prior to any
change, substitution or cancellation of such policies of
insurance. All such insurance policies shall be "occurrence"
policies rather than "claims made" policies and shall be issued
by companies authorized to do business in Colorado and having a
rating of A-X or better by A.M. Best Company. The foregoing
requirements as to the types and limits of insurance coverage to
be maintained by SUPPLIER, and any approval or waiver of said
insurance by COORS is not intended to and shall not in any way or
manner limit or qualify the liabilities and obligations of
SUPPLIER pursuant to this Agreement.
11.2 Statutory Employer Status Under Colorado Worker's
Compensation Law.
The Parties desire to assure the prompt and efficient
delivery of disability and medical benefits to injured employees.
Accordingly, for purposes of Articles 40 through 47 of Title 8 of
the Colorado Revised Statutes, known as the Worker's Compensation
Act of Colorado, COORS shall be a "statutory employer" of (i) all
employees of SUPPLIER, and (ii) of SUPPLIER's contractors and sub-
contractors while they are providing the Products and/or services
related to this Agreement.
ARTICLE 12
BREACH, REMEDIES AND TERMINATION
12.1 Breach.
The occurrence of any one or more of the following events
shall constitute a breach and default of this Agreement:
(a) Failure by SUPPLIER or COORS to observe or perform
any of the material obligations, covenants, conditions, represen-
tations or warranties required of SUPPLIER or COORS pursuant to
this Agreement, where such failure is not remedied within thirty
(30) calendar days after written notice thereof from the
non-breaching Party to the breaching Party; or
(b) Failure by COORS to make any payment due as
required by this Agreement and such breach continues for a period
of * * * after ritten notice thereof from SUPPLIER; or
(c) If a Party is insolvent, seeks protection from
creditors, makes a general assignment for the benefit of
creditors, or if a receiver is appointed for its business.
12.2 Force Majeure.
Each Party shall be excused from performance under this
Agreement while and to the extent that it is unable to perform,
for a cause beyond its reasonable control. Force majeure shall
not include * * *. In the event either Party is rendered unable
wholly or in part by force majeure to carry out its obligations
under this Agreement, then the Party affected by force majeure
shall give written notice with explanation to the other Party
immediately. Following such notice, the affected obligations of
the Party giving notice shall be suspended only during the
continuance of the events giving rise to the force majeure
provided that the affected Party is acting with due diligence to
remedy the events giving rise to the force majeure.
Notwithstanding the foregoing, however, if SUPPLIER is unable to
perform for a period of more than * * * due to any delay, COORS
may terminate this Agreement.
12.3 Remedies.
(a) * * *
(b) The Parties agree that the damages that COORS may
suffer are difficult to ascertain and are not capable of a
reasonable estimation at the time of contracting. In the event
of a breach by SUPPLIER, COORS shall have, in addition to the
ability to terminate this Agreement pursuant to Section 12.4, and
any other remedies specified herein or available at law or equity,
the following remedies:
(i) The right to withhold all or part of any
remaining payments until such breach is cured to COORS'
reasonable satisfaction (provided, however, if SUPPLIER has not
cured its unsatisfactory performance within * * * after notice of
same * * *; and
(ii) * * *.
12.4 Termination.
Except as otherwise provided herein, this Agreement may be
terminated only under the following circumstances:
(a) * * *.
(b) By the non-defaulting Party upon an event
constituting breach by the other Party, as defined in Section 12.1.
(c) * * *.
12.5 Effects of Termination.
Upon receipt of notice to terminate, SUPPLIER shall, unless
the notice directs otherwise, immediately discontinue all work
relating to the manufacture and delivery of the Products. * * *.
ARTICLE 13
DISPUTE RESOLUTION PROCEDURES
13.1 Negotiation.
In the event of any controversy, claim, question,
disagreement or dispute (collectively the "Dispute") arising out
of or relating to this Agreement, or the relationship between the
Parties, the Parties shall first use their best efforts to
resolve the Dispute through negotiation. During negotiation, the
Parties shall, without delay, continue to perform their
respective obligations under this Agreement that are not related
to the Dispute. To invoke the dispute resolution procedures set
forth in this Article, the invoking Party shall give to the other
Party written notice of its decision to negotiate. The notice
shall include a detailed description of the issues subject to the
Dispute and a proposed resolution thereof. Within * * * after
the written notice has been received by the other Party, both
Parties shall designate representatives to settle the Dispute.
The designated representatives shall be vice presidents or
corporate executive officers of their respective corporations or
other individuals holding comparable executive positions with
decision-making authority to settle the Dispute without further
ratification by the Parties. The designated representatives
shall consult and negotiate with each other in good faith and
attempt to reach a just and equitable resolution satisfactory to
both Parties within * * * after the deadline for designation of
the representatives. If those designated representatives do not
timely resolve the Dispute through negotiation, the Dispute may
be submitted to resolution pursuant to Section 13.2.
13.2 Mediation.
If the Dispute is submitted to mediation, the Parties agree
that the mediation will be administered by the American
Arbitration Association ("AAA") under its Commercial Mediation
Rules. Mediation shall take place in * * * . If the Parties do
not resolve the Dispute through mediation within * * * from the
date the demand is made, the Dispute shall be submitted to
arbitration in accordance with Section 13.3.
13.3 Submission to Arbitration.
If the Parties do not resolve the Dispute pursuant to
Sections 13.1 or 13.2, the Parties hereby agree to submit the
Dispute to binding arbitration in * * * in accordance with the
AAA Commercial Arbitration Rules effective at the time of
submission. This submission and agreement to arbitrate shall be
specifically enforceable in the * * *. Arbitration may proceed
in the absence of either Party if notice of the proceedings has
been given to such Party.
13.4 The Federal Arbitration Act Applies.
This Agreement involves interstate commerce and is subject
to the Federal Arbitration Act ("FAA"), 9 U.S.C. 1-16. The
FAA preempts any inconsistent state or local law, rule or
regulation concerning arbitration.
13.5 Scope of Arbitration.
Any Dispute arising from, relating to, in connection with
this Agreement, or relating to the Parties, in the amount of $2
million or less, excluding any Disputes relating to or seeking
equitable relief, shall be finally settled pursuant to this
Article; any Dispute arising from, relating to, or in connection
with this Agreement, or the relationship between the Parties,
exceeding * * * shall be resolved by the * * *. If the Party
claiming that the Dispute exceeds * * * fails to recover a
judgment in that amount, the court entering judgment shall
determine whether that Party's claim for damages exceeding * * *
was unreasonable. * * *.
13.6 Selection of Arbitrator(s).
All Disputes shall be resolved by a single arbitrator unless
the amount in controversy is between * * * and * * *, in which
case the Dispute shall be decided by a panel of three arbitrators
* * *. The Parties shall exchange one or more lists of neutral
arbitrators that they consider suitable and shall mutually agree
upon the arbitrator(s). If the Parties are unable to reach
agreement on the selection of the arbitrator(s) within * * *
business days from the date of the arbitration demand * * *.
13.7 Discovery In Arbitration.
Each Party shall have the same discovery rights as afforded
under the Federal Rules of Civil Procedure during arbitration.
13.8 The Arbitration Award.
* * *
13.9 Limitation of Liability.
* * *
13.10 Confidentiality.
All proceedings pursuant to this Article shall be
confidential. Any admission or statement made pursuant to this
Article shall not be admissible or used in any arbitration or
judicial proceeding, except to enforce or vacate the arbitration
award pursuant to Section 13.8.
ARTICLE 14
NOTICES
14.1 Notice.
Any notice, demand, consent, election, offer, approval,
request, invoice backup documentation or other communication
(collectively, a "notice") required under or provided pursuant to
this Agreement must be in writing and either delivered
personally, sent by overnight delivery courier, or sent by
certified or registered mail, postage prepaid, return receipt
requested to the person designated below (the "Designated
Representative"). Notice shall be deemed given when received.
A notice must be addressed as follows:
To SUPPLIER: * * *
To COORS: * * *
ARTICLE 15
MISCELLANEOUS
15.1 Authority.
Each Party warrants that it has the full authority and power
to enter into and perform under this Agreement and to make all
representations, warranties and grants as set forth herein. Each
Party represents that it is not subject to any restrictive
obligations imposed by former clients or any other person that
would impair its ability to exercise its best efforts for or on
behalf of the other Party in connection with services to be
performed pursuant to this Agreement. Further, neither Party
shall place any other restrictive obligations or influence on
other suppliers.
15.2 Survivability.
All covenants, indemnities, guarantees, representations and
warranties by SUPPLIER and any undischarged obligations of COORS
arising prior to the termination of this Agreement (whether by
expiration or earlier termination) shall survive such expiration.
15.3 Enforceability.
Either Party's failure in any one or more instances to
insist upon strict performance of any of the terms and conditions
of this Agreement or to exercise any right herein conferred shall
not be construed as a waiver or relinquishment of that right or
of that Party's right to assert or rely upon the terms and
conditions of this Agreement. Any express waiver of a term of
this Agreement shall not be binding and effective unless made in
writing and properly executed by the waiving Party.
15.4 Amendments.
This Agreement, including Exhibits, may not be amended
except in writing properly executed by both Parties. Except as
specifically amended, this Agreement shall remain in full force
and effect as written.
15.5 Assignment.
SUPPLIER shall not have the right or power to assign its
rights or delegate its obligations hereunder without the express
written consent of COORS, which shall not be unreasonably
withheld. Any attempt to do so without such consent shall be
null and void and SUPPLIER will be in breach of this Agreement
and subject to Section 12.4. In the event this Agreement is
properly assigned, the provisions of this Agreement shall bind
and benefit the Parties hereto and their representatives,
successors and assigns.
15.6 Severability.
Any invalid or unenforceable provision shall be deemed
severed from this Agreement to the extent of its invalidity or
unenforceability, and the remainder of this Agreement shall
remain in full force and effect.
15.7 Complete Agreement.
This Agreement, and all exhibits thereto, constitute the
complete and exclusive agreement between the Parties. It
supersedes all prior written and oral statement, condition,
obligation, representation or warranty. In the event of any
inconsistency between this Agreement and any Exhibit, the
provisions of this Agreement shall take precedence.
15.8 Audit and Inspection Rights.
(a) COORS shall have the right to examine, either
directly or through its authorized representatives or agents,
during business hours and for a reasonable period of time, all
books, records, accounts, correspondence, instructions,
specifications, plans, drawings, receipts, manuals and memoranda
pertinent to this Agreement. COORS' right of inspection shall
not apply to SUPPLIER's trade secrets or other proprietary,
confidential or privileged information properly designated or
asserted as such.
(b) COORS may, at its option, inspect and test any
Products at any time and place to the extent practicable,
including during the period of manufacture and prior to delivery.
SUPPLIER agrees to permit reasonable access to its facilities
during normal business hours for such inspections and tests;
provided, however, that COORS shall not materially interfere with
the operations of SUPPLIER during the course of any such
inspections or tests. All Products shall be received subject to
final inspection by COORS within a commercially reasonable time.
The inspection, testing, approval or acceptance by COORS of any
Products provided hereunder shall not relieve SUPPLIER of its
obligations or warranties with respect thereto.
15.9 Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts which, when taken together, shall be deemed an
original and constitute one and the same document. The signature
of any Party to the counterpart shall be deemed a signature to
the Agreement, and may be appended to, any other counterpart.
Facsimile transmission of executed signature pages shall be
sufficient to bind the executing Party.
15.10 Headings.
The headings to the various articles, sections and
paragraphs of this Agreement are solely for the convenience of
the Parties, are not part of the Agreement and shall not be used
for the interpretation of the validity of the Agreement or any
provision hereof.
15.11 * * *
15.12 Defend.
Without limiting the obligations set forth as a separate
obligation under this Agreement, a Party agrees to defend any
claims ("Defending Party") that may be brought against the other
Party ("Defended Party") arising out of or in connection with the
acts or omissions of the Defending Party in connection with this
Agreement. In fulfilling its defense obligations, the Defending
Party may employ counsel of its own choice at its expense;
provided, however, the Defended Party shall have the opportunity
to participate in its own defense and to engage counsel of its
own choice at its own expense. The Defending Party shall have
the right to settle any such matter when settlement is at the
Defending Party's sole cost and expense and such settlement shall
not work to the detriment of the Defended Party. Further, the
Defending Party will reimburse the Defended Party for any defense
costs incurred by the Defended Party, as well as any costs
incurred by the Defended Party in enforcing the Defending Party's
obligations hereunder.
15.13 Jurisdiction And Venue; Choice Of Law.
This Agreement shall be governed by the laws of the state of
Colorado. Any arbitration, enforcement of an arbitration award
or litigation shall be brought in * * *, if appropriate, and each
Party submits to the exclusive jurisdiction of said courts and
waives the right to change venue. SUPPLIER further consents to
the exercise of personal jurisdiction by any such court with
respect to any such proceeding.
15.14 * * *
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the Effective Date.
GRAPHIC PACKAGING CORPORATION, COORS BREWING COMPANY, a
a Delaware corporation Colorado corporation
By: By:
Title: Title:
Date: Date:
EXHIBIT A1
(PRODUCTS/SOURCING)
Print Location Finish Location
Golden Mem. Shen. Golden Mem. Shen.
CAN PACKAGING
6 Pack (12 Oz.)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
12 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Coors NA * * *
12 Pack (Industry Std.)
Coors Light Int'l * * *
12 Pack (10oz)
Coors Light * * *
18 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
18 Pack (16oz)
Coors Light * * *
24 Pack (12oz Flat)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
24 Pack (10oz)
Coors Light * * *
(continued)
EXHIBIT A1 (Continued)
(PRODUCTS/SOURCING)
Print Location Finish Location
Golden Mem. Shen. Golden Mem. Shen.
24 Pack (12oz TwinStack)
Coors Light * * *
Coors Original * * *
30 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Keystone Ice * * *
Dividers
24 Pack * * *
30 Pack * * *
BOTTLE PACKAGING
6 Pack (12oz)
Coors Light * * *
Coors Light Int'l * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
Zima Citrus * * *
6 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
6 Pack (7oz)
Coors Light * * *
6 Pack (8oz)
Zima * * *
4 Pack (16oz)
Coors Light * * *
12 Pack (12oz Gabled)
Coors Light * * *
Coors Original * * *
Killian * * *
(Continued)
EXHIBIT A1 (Continued)
(PRODUCTS/SOURCING)
Print Location Finish Location
Golden Mem. Shen. Golden Mem. Shen
12 Pack (12oz Cooler Box)
Coors Light * * *
Coors Original * * *
12 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
* * *
EXHIBIT A2
(PRODUCTS/CONTINGENCY-GROWTH )
Contingency/ Contingency/
Growth Growth
Print Location Finish Location
CAN PACKAGING
6 Pack (12 Oz.)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
12 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Coors NA * * *
12 Pack (Industry Std.)
Coors Light Int'l * * *
12 Pack (10oz)
Coors Light * * *
18 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
18 Pack (16oz)
Coors Light * * *
24 Pack (12oz Flat)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
24 Pack (10oz)
Coors Light * * *
(continued)
EXHIBIT A2 (Continued)
(PRODUCTS/CONTINGENCY-GROWTH )
Contingency/ Contingency/
Growth Growth
Print Location Finish Location
24 Pack (12oz TwinStack)
Coors Light * * *
Coors Original * * *
30 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Keystone Ice * * *
Dividers
24 Pack * * *
30 Pack * * *
BOTTLE PACKAGING
6 Pack (12oz)
Coors Light * * *
Coors Light Int'l * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
Zima Citrus * * *
6 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
6 Pack (7oz)
Coors Light * * *
6 Pack (8oz)
Zima * * *
4 Pack (16oz)
Coors Light * * *
12 Pack (12oz Gabled)
Coors Light * * *
Coors Original * * *
Killian * * *
(continued)
EXHIBIT A2 (Continued)
(PRODUCTS/CONTINGENCY-GROWTH )
Contingency/ Contingency/
Growth Growth
Print Location Finish Location
12 Pack (12oz Cooler Box)
Coors Light * * *
Coors Original * * *
12 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
* * *
EXHIBIT A3
(PRODUCTS/MINIMUM RUN)
Minimum
Run Qty.
Can Packaging
6 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
12 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Coors NA * * *
12 Pack (Industry Std.)
Coors Light International * * *
Coors Original International * * *
Zima International * * *
12 Pack (10oz)
Coors Light * * *
18 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
18 Pack (16oz)
Coors Light * * *
24 Pack (12oz Flat)
Coors Lig * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
24 Pack (10oz)
Coors Light * * *
(continued)
EXHIBIT A3 (Continued)
(PRODUCTS/MINIMUM RUN)
Minimum
Run Qty.
Can Packaging (continued)
24 Pack (12oz TwinStack)
Coors Light * * *
Coors Original * * *
30 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Keystone Ice * * *
Dividers
24 Pack * * *
30 Pack * * *
Bottle Packaging
6 Pack (12oz)
Coors Light * * *
Coors Light International * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
Zima Citrus * * *
6 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
6 Pack (7oz)
Coors Light * * *
6 Pack (8oz)
Zima-Japan * * *
(continued)
EXHIBIT A3 (Continued)
(PRODUCTS/MINIMUM RUN)
Minimum
Run Qty.
Bottle Packaging (Continued)
4 Pack (16oz)
Coors Light * * *
12 Pack (12oz Gabled)
Coors Light * * *
Coors Original * * *
Killian * * *
12 Pack (12oz Cooler Box)
Coors Light * * *
Coors Original * * *
12 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
Print / Finish Tolerances:
Quantities of * * *
Quantities of * * *
Quantities of * * *
* * *
EXHIBIT B
(SPECIFICATIONS * * *)
Spec
Number * * * * * * * * * * * * * * *
CAN PACKAGING
6 Pack (12 Oz.)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
12 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Coors NA * * *
12 Pack (Industry Std.)
Coors Light Int'l * * *
12 Pack (10oz)
Coors Light * * *
18 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
18 Pack (16oz)
Coors Light * * *
24 Pack (12oz Flat)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
24 Pack (10oz)
Coors Light * * *
24 Pack (12oz Twin Stack)
Coors Light * * *
Coors Original * * *
(Continued)
EXHIBIT B (Continued)
(SPECIFICATIONS * * *)
Spec
Number * * * * * * * * * * * * * * *
CAN PACKAGING (Continued)
30 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Keystone Ice * * *
Dividers
24 Pack * * *
30 Pack * * *
BOTTLE PACKAGING
6 Pack (12oz)
Coors Light * * *
Coors Light Int'l * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
Zima Citrus * * *
6 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
6 Pack (7oz)
Coors Light * * *
4 Pack (8oz) * * *
Zima * * *
4 Pack (16oz)
Coors Light * * *
12 Pack (12oz Gabled)
Coors Light * * *
Coors Original * * *
Killian * * *
12 Pack (12oz Cooler Box)
Coors Light * * *
Coors Original * * *
12 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
(Continued)
EXHIBIT B (Continued)
(SPECIFICATIONS * * *)
Spec
Number * * * * * * * * * * * * * * *
CAN PACKAGING
6 Pack (12 Oz.)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
12 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Coors NA * * *
12 Pack (Industry Std.)
Coors Light Int'l * * *
12 Pack (10oz) * * *
Coors Light * * *
18 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
18 Pack (16oz)
Coors Light * * *
24 Pack (12oz Flat)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
24 Pack (10oz)
Coors Light * * *
24 Pack (12oz Twin Stack)
Coors Light * * *
Coors Original * * *
(Continued)
EXHIBIT B (Continued)
(SPECIFICATIONS * * *)
Spec
Number * * * * * * * * * * * * * * *
CAN PACKAGING (Continued)
30 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Keystone Ice * * *
Dividers
24 Pack * * *
30 Pack * * *
BOTTLE PACKAGING
6 Pack (12oz)
Coors Light * * *
Coors Light Int'l * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
Zima Citrus * * *
6 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
6 Pack (7oz)
Coors Light * * *
4 Pack (8oz)
Zima * * *
4 Pack (16oz)
Coors Light * * *
12 Pack (12oz Gabled)
Coors Light * * *
Coors Original * * *
Killian * * *
12 Pack (12oz Cooler Box)
Coors Light * * *
Coors Original * * *
12 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
(Continued)
EXHIBIT B (CONTINUED)
(SPECIFICATIONS * * *)
Spec
Number * * * * * * * * * * * * * * *
CAN PACKAGING
6 Pack (12 Oz.)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
12 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Coors NA * * *
12 Pack (Industry Std.)
Coors Light Int'l * * *
12 Pack (10oz)
Coors Light * * *
18 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
18 Pack (16oz)
Coors Light * * *
24 Pack (12oz Flat)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
24 Pack (10oz)
Coors Light * * *
24 Pack (12oz Twin Stack)
Coors Light * * *
Coors Original * * *
(Continued)
EXHIBIT B (Continued)
(SPECIFICATIONS * * *)
Spec
Number * * * * * * * * * * * * * * *
CAN PACKAGING (Continued)
30 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Keystone Ice * * *
Dividers
24 Pack * * *
30 Pack * * *
BOTTLE PACKAGING
6 Pack (12oz)
Coors Light * * *
Coors Light Int'l * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
Zima Citrus * * *
6 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
6 Pack (7oz)
Coors Light * * *
4 Pack (8oz)
Zima * * *
4 Pack (16oz)
Coors Light * * *
12 Pack (12oz Gabled)
Coors Light * * *
Coors Original * * *
Killian * * *
12 Pack (12oz Cooler Box)
Coors Light * * *
Coors Original * * *
12 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
EXHIBIT C1
(PRICE LIST)
* * * * * *
PRICE/M PRICE/M
CAN PACKAGING
6 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
12 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Coors NA * * *
12 Pack (Industry Std.)
Coors Light International * * *
18 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
18 Pack (16oz)
Coors Light * * *
24 Pack (12oz Flat)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
24 Pack (10oz)
Coors Light * * *
(continued)
EXHIBIT C1 (Continued)
(PRICE LIST)
* * * * * *
PRICE/M PRICE/M
CAN PACKAGING
24 Pack (12oz Twin Stack)
Coors Light * * *
Coors Original * * *
30 PACK (12OZ)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Keystone Ice * * *
Dividers
24 Pack * * *
30 Pack * * *
BOTTLE PACKAGING
6 Pack (12oz)
Coors Light LNNR * * *
Coors Light International * * *
Coors Light Mexico * * *
Coors Original LNNR * * *
Extra Gold * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
Zima Citrus * * *
6 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
6 Pack (7oz)
Coors Light * * *
4 Pack (8oz)
Zima * * *
(continued)
EXHIBIT C1 (Continued)
(PRICE LIST)
* * * * * *
PRICE M PRICE M
BOTTLE PACKAGING (continued)
4 Pack (16oz)
Coors Light * * *
12 Pack (12oz Gabled)
Coors Light LNNR * * *
Coors Original * * *
Killian * * *
12 Pack (12oz Cooler Box)
Coors Light * * *
Coors Original * * *
12 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
* * *
* * *
(continued)
EXHIBIT C1 (Continued)
(PRICE LIST)
* * *
EXHIBIT C2
* * *
* * *
* * * * * * * * *
CAN PACKAGING
6 Pack (12 Oz.)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
12 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
Coors NA * * *
12 Pack (Industry Std.)
Coors Light Int'l * * *
12 Pack (10oz)
Coors Light * * *
18 Pack (12oz)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
18 Pack (16oz)
Coors Light * * *
24 Pack (12oz Flat)
Coors Light * * *
Coors Original * * *
Keystone Premium * * *
Keystone Light * * *
Keystone Ice * * *
24 Pack (10oz)
Coors Light * * *
24 Pack (12oz TwinStack)
Coors Light * * *
Coors Original * * *
(continued)
EXHIBIT C2 (Continued)
(* * *)
* * * * * * * * *
CAN PACKAGING (Continued)
30 Pack (12oz)
Coors Light * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Keystone Ice * * *
Dividers
24 Pack * * *
30 Pack * * *
BOTTLE PACKAGING
6 Pack (12oz)
Coors Light * * *
Coors Light Int'l * * *
Coors Original * * *
Extra Gold * * *
Keystone Light * * *
Coors NA * * *
Killian * * *
Zima * * *
Zima Citrus * * *
6 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
6 Pack (7oz)
Coors Light * * *
6 Pack (8oz)
Zima * * *
4 Pack (16oz)
Coors Light * * *
12 Pack (12oz Gabled)
Coors Light * * *
Coors Original * * *
Killian * * *
12 Pack (12oz Cooler Box)
Coors Light * * *
Coors Original * * *
12 Pack (12oz Convenience)
Coors Light * * *
Coors Original * * *
Keystone Light * * *
(continued)
EXHIBIT C2 (Continued)
(* * *)
* * *
EXHIBIT C3
(SPECIAL PRICES)
* * *
EXHIBIT C4
(* * *)
* * *
EXHIBIT C5
CBC PRICING ANALYSIS
* * *
* * *
EXHIBIT D
(MINORITY SPEND)
GPC Golden:
Vendor Name, Minority Direct Q1 Q2 Q3 Q4
Address, Phone Designation Spend Spend Spend Spend Spend
(See Below) (Y/N)
TOTALS
Coors % of
Business
at Golden
Total Indirect
Spend
Minority designation = African American, Asian-Indian or Asian-
Pacific, Hispanic, Native American, or Non-Minority Woman
GPC Lawrenceburg:
Vendor Name, Minority Direct Q1 Q2 Q3 Q4
Address, Phone Designation Spend Spend Spend Spend Spend
(See Below) (Y/N)
TOTALS
Coors % of
Business
at Lawbrg.
Total Indirect
Spend
Minority designation = African American, Asian-Indian or Asian-
Pacific, Hispanic, Native American, or Non-Minority Woman
Specific opportunities and resource requirements for management
alignment and support will be reviewed quarterly, to include
status of projects previously agreed to.
EXHIBIT E
(DUTIES)
The following duties are an expression of commitments made by the
Parties to be achieved during the term of this Agreement. A
failure of one party to fulfill a duty under this Exhibit E shall
not be treated as a material breach of this Agreement.
SUPPLIER
1. Provide COORS with key contacts from whom COORS is authorized
to take direction under this Agreement.
2. For purposes of artwork estimation, use the following costs
per color:
GRAVURE FLEXO ART PREP
Can Packages/Slide 12/Cooler Box * * * * * * * * *
Bottle Carrier * * * * * * * * *
* * * Art estimates must be detailed and complete. Any charges
not shown on an art estimate must be addressed as a change order
prior to work being initiated. The cost for the following items
will be estimated as needed as follows:
GRAVURE CYLINDER BASES - * * *
ROTARY DIE * * *
PLATEN MAPLE DIE * * *
(KNIFED)
PLATEN PERMAPLEX DIE * * *
(KNIFED)
STEEL COUNTER * * *
PRESSBOARD COUNTER * * *
3. Provide accurate inventory reports on weekly basis, on the
last business day of each week and on request within * * * of
request.
4. Provide price quote within * * * days of request (given art
work and blueprint approved by COORS).
5. Supply cartons within * * * from final approval of
mechanical/electronic file.
6. Art color key/nova proof within * * * of final
mechanical/electronic file.
(continued)
EXHIBIT E (Continued)
(DUTIES)
7. Waterproof within * * * of final mechanical/electronic file.
8. Art dielines to art manager within * * * of approval.
9. Color draw down within * * * of color target.
10. Art tooling within * * * of approval.
11. Die tooling within * * * of approval.
12. Test samples to be provided within agreed-upon deadlines.
13. No billable work done without PO, unless authorized in
writing.
14. No work done in amount over PO without approved written
change order first, unless authorized in writing.
15. Product data form completed before first shipment of new item
or when any adjustment to pallet quantity is made.
16. Specification acknowledgements returned within * * *.
17. Achieve Guiding Principles (Exhibit H).
18. Pursuant to Article 7, assist COORS to achieve * * * cost
savings per year.
19. Deliver Product (specify plant and source) after release
order as follows:
SUPPLIER shall have inventory of finished product available to
COORS plants within the time periods provided as follows:
a) * * *
b) * * *
The Parties agree that finished goods do not include anything
deemed to be work-in-process which includes, but is not
limited to, metalized and printed or laminated roll stock.
20. Produce Product within * * * of production
order/authorization.
COORS
1. Provide SUPPLIER with key contacts from whom SUPPLIER is to
take direction under this Agreement.
2. Provide a PO: 1) upon receipt of final mechanical/electronic
file approval; 2) test sample request.
3. Achieve Guiding Principles (Exhibit H)
4. Pursuant to Article 7, assist SUPPLIER to achieve * * * cost
savings per year.
5. Consistently and objectively apply its Service Requirements
and rating criteria (Exhibit F).
6. Evaluations of SUPPLIER under Service Requirements provided
within * * * after quarter end.
EXHIBIT F
(SUPPLIER PERFORMANCE RATING PROGRAM
PACKAGING MATERIALS)
To quantify, monitor, improve and communicate
Purpose Packaging Material Supplier Performance.
To provide all key packaging material suppliers on-
Objectives going feedback (quarterly) that will be indicative
of overall satisfaction based on our "Ideal
Supplier Profile".
To quantify the suppliers' performance in such a way
that supports a process of continuous improvement.
To establish the basis for long-term, mutually-
beneficial relationships.
Supplier / Location Evaluated: __________
Supplier Mgt. Review: __________
CBC Packaging Facility: __________
Rating Quarter: Date: __________
Overall Rating Point System: Quality - 75 Pts;
Service - 25 Pts
90 - 100 Points Qualified Gold Supplier
80 - 89.9 Points Qualified Silver Supplier
70 - 79.9 Points Qualified Bronze Supplier
< 70 Points Supplier
in Development
Quality Performance Rating
Maximum Score is 75 total points: The quality
Material section is to be completed by the Plant Quality
Quality group. The quality rating is composed of 5 areas,
with the final score being the total points
accumulated from the different areas.
% Defective/Rejected Material - 10 points available
Defective/
Returned/ Referring to quality summary of FYI / DMR / FPH
Destroyed events, record the amount of material returned, lost
Material or destroyed during the quarter and divide by the
total amount received (X100) = the % Returned /
Defective material and apply to the scale below
(next page).
Continued on next page
Quality Performance Rating, Continued
(5) % Defective / Returned / Destroyed Material
Vol. of Returned / Destroyed Material:
Vol. of Total Material Received:
% Returned / Defective / Destroyed:
Total Pts =
Scale is as follows:
Rejected % Total Points
0.00 - 0.20 % 10
0.21-0.51 % 8
0.51-1.00 % 6
1.01-2.00 % 4
2.01- 3.00 % 2
Quality Exception Rate - 10 total points:
Quality
Exception The rate of Total Quality Exceptions will be
Rate determined by the number of FYIs, DMRs and FPHs
accumulated during the quarter, pro-rated per
unit volume.
For corrugated cartons, fiberboard sleeves or
carriers, the rate will be per 1 mil pieces.
For labels, cans, ends, bottles and crowns, the
rate will be per 10 mil. Pieces.
Determine the QER Rate and apply the following
scales as required.
QER No of Total QERs
Rate issued during the Qtr: __________
Calculation
Volume of materials
received for the Qtr: __________
QER Rate / 1 Million pieces OR / 10 Million:
________, Points: _______
(See scale on next page)
Continued on next page
Quality Performance Rating, Continued
QER The QER tables (FYIs, DMRs & FPHs) are attached
Tables below:
QER Rate / 1 Mil OR / 10 Mil. Points Awarded
Pieces
0.00 - 0.40 10
0.41 - 0.90 8
0.91 - 1.50 6
1.51 - 2.30 4
2.31 - 3.50 2
Filler Downtime Rate: 20 possible Points.
Filler
Downtime Calculate downtime rate by dividing the minutes
Rate of Filler Downtime* by the volume received in
units of / 1 Mil. for corrugate or fiberboard,
Or / 10 Mil. received for cans, ends, bottles
crowns or labels.
Use the appropriate scale and award the
appropriate points.
Total minutes of Filler Downtime*: __________
Total Vol. of Materials Received: __________
Filler Downtime Rate/ 1 Mil OR 10 Mil:
__________ = __________ Total Points
Minutes Filler Downtime* / 1 Mil OR 10 Points
Mil Pieces received Awarded
0.00 - 0.80 20
0.81 - 3.50 16
3.51 - 7.00 12
7.01 - 11.00 8
11.1-15.00 4
Scorecard Performance - 35 points available.
Supplier
Scorecard If the Incurred Cost is at the target or below,
Performance then all 35 points will be awarded.
If the Incurred Cost is above the target, then
partial points will be awarded for being within a
certain percentage of the target, as illustrated
in the table below. (See next page)
* Indicates due to quality DMR.
Continued on next page
Quality Performance Rating, Continued
Supplier *** (Need to Discuss w/ CIC influence)
Scorecard
Performance,
cont.
Incurred Cost Incurred Cost
Target: _________ Performance: _________
% Within the Total Points
Target: _________ Awarded: _________
% Incurred Cost to Target Points Awarded
Below or equal to Target 35
Within 20 % of Incurred Cost 30
Target
Within 40 % of Incurred Cost 25
Target
Within 60 % of Incurred Cost 20
Target
Within 100 % of Incurred Cost 15
Target
Within 200 % or above of 10
Incurred cost Target
This is an optional 5 Pt Bonus Section for efficient
Effective and effective Corrective Actions. These points are
Corrective awarded by the Plant Quality Manager for DMR / FPH
Actions follow-up within 48 Business Hours AND Effective
Corrections. However, total Quality Score cannot
exceed 75 points.
Points Awarded: __________
The Total Quality Performance Score is the addition
Total of the previous 5 sections: (Not to exceed 75 Pts)
Quality
Score
TOTAL QUALITY SCORE = __________
Service Performance Rating
Maximum score is 25 total Points: 15 from On-
Customer Time/Accurate Delivery & 10 Points for Customer
Service Satisfaction.
Service QERs will be used to record Arrival /
Service Accuracy issues, but these MAY NOT be used in the
QER Note Quality Scorecard or the Quality section of the
Performance Rating
Plant Services will validate the Service QER's
Continued on next page
Quality Performance Rating, Continued
Delivery -Accuracy of Delivery : 15 points available
Delivery
To calculate the On-Time / Accuracy of Delivery:
1. % Accurate and On-Time Deliveries will be
calculated and applied to point scale
2. then, total minutes of downtime scale will be
subtracted to get final points
Points will be deducted for the following:
Delivery (summarize the incidents below)
Late arrivals that result in outages or filler
downtime as reflected on the QER form.
Late arrivals that are within _______ Hrs of
agreed scheduled delivery time
Early arrivals that are within _______ Hrs of
delivery schedule
Delivery Accuracy - right quantity of the right
product.
Performance Detail Summary/Explanation of Performance
Exceptions Exceptions
Dates No. / Incident Description # Issues
Scores are based on number of late deliveries or
Example incorrect loads divided by the total number of
deliveries for the quarter / Service QER's:
2 late Deliveries & 1 wrong product = 3 total
exceptions
120 total deliveries received
therefore, % accurate / on-time deliveries =
97.5 %, or 10 Points
% On-Time / Accurate Delivery Scale
98- 100% 15 points
93 - 97.9% 10 points
89 - 92.9% 5 points
< 88.9% 0 points
Continued on next page
Quality Performance Rating, Continued
Quarterly Results: Total loads received = ________
Quarterly
No. of Late / Inaccurate Loads recorded = ________
Results
% On-Time / Accurate Deliveries = ____ = ____ Points
Resulting Filler Downtime** will be subtracted
Downtime from the above available points by the scale below:
Downtime** Minutes
1-30 Minutes -1 Point
31-100 Minutes -3 Points
101-200 Minutes -5 Points
201-400 Minutes -10 points
>400 Minutes -15 Points
Downtime Minutes incurred: ________
Points Lost: ________
Total Delivery / Accuracy Score
Delivery/ Delivery/ Accuracy Score : ______
Accuracy - Downtime Pts. ______
Score = ______
Continued on next page
Customer Satisfaction - 10 Points Available:
Customer
Satisfaction Points are objectively awarded by Plant Purchasing
or Strategic Sourcing for
Innovation/Initiative/Technical Support or for
extraordinary achievements and contributions
towards helping Coors Brewing Company. Examples
include:
Recommendations resulting in cost savings,
product improvement
Extreme effort in emergency situations
Timely responsiveness with qualification for
new designs
Troubleshooting with existing designs that
improve the processes
Providing resources to help evaluate material
problem situations
The Supplier and Plant are to submit a list of
accomplishments for the quarter related to the
above categories. These are to be entered
into the Customer Satisfaction table on the next
page, along with total points awarded.
** Indicates due to service DMR.
Continued on next page
Quality Performance Rating, Continued
Customer Satisfaction
Innovative / Initiative /
Support Incidents Points
Total Points Awarded =
Accuracy & On-Time Delivery Points __________
Total
Service
Customer Satisfaction Points __________
Total Service Points (of 25 total) __________
Quality Service
Current Pts. PTs. Score Rating
Qtr.
Rating ________ ________ ________ ________
Year-To Date Performance
Year- YTD Performance Scores/Rating Summary for:
to-Date
Supplier: _______________ @ _____________________
QTR Material Customer Rating
Quality Service
January - March
April - June
July - September
October - December
YTD Average
Trends / Comments:
EXHIBIT G
(FORECAST ACCURACY)
Volume forecast by SKU will be provided to SUPPLIER per Section
3.4 of this Agreement. Forecast accuracy will be measured by
calculating the per cent accuracy of SUPPLIER'S actual shipments
from all of its facilities versus COORS' most current forecast
* * * out from the ship date. * * *
Measurement Methodology:
1. Each Week SUPPLIER will update a spreadsheet with the latest
COORS 12 week forecast data. This spreadsheet is reviewed
in the weekly meeting per Section 3.4 of this Agreement.
2. After each week's shipments SUPPLIER will present what was
shipped to what was required by COORS based on the forecast
supplied in Section 3.4. This will be done in four time
horizons - one week out, two weeks out, three weeks out, and
four week out. The forecast will be shifted appropriately
to adjust for the transit time from SUPPLIER'S facilities to
COORS.
3. The total volume by high and low quantity for each item
(absolute value) will be added together and divided by the
total quantity shipped. This output will be the weighted
per cent error in the overall forecast.
4. Forecast Accuracy will be the difference between 100%
accuracy and the per cent error calculated in Step 3.
5. Each of these weekly measurements will be weighted by weekly
volume to calculate the overall accuracy for longer periods,
ie monthly, quarterly, and annually.
EXAMPLE:
Item Forecast Two Weeks Out Actual Shipped Difference
One 80 90 10
Two 50 0 50
Three 100 100
_________________________________________________________________
Total 230 190 60
Forecast Error % = 60/190 = 31.6%
Forecast Accuracy % = 1-31.6% = 68.4%
EXHIBIT H
(GUIDING PRINCIPLES)
PARTNERSHIP REVIEWS
Review meetings are a critical part of maintaining and improving
the partnership. Senior executives should meet at least two
times each year to review the state of the partnership and
provide guidance and feedback to the business teams. The
business teams should meet at least once every quarter to review
the state of the partnership. Minutes from each meeting of the
business teams are to be distributed to the executives.
PRINCIPLES
Three categories of partnership principles have been identified
as a result of cross-functional, cross-company discussions:
Shared priorities, COORS priorities, and SUPPLIER priorities.
Four opportunities have been identified in each category. These
opportunities are intended to help support the visions of the
Parties, which for SUPPLIER is to be the undisputed leader in
paperboard packaging and to enable their customer's success in
consumer goods market differentiation through innovative
packaging. COORS' vision is to win in the beer business and
delight each new generation of beer drinkers. Projects should be
established by the Parties to resolve key issues within each
category during the term of this Agreement. Ideal projects will
include a quick, mutually-beneficial business win, and not just
outline a process for that area.
Shared Priorities
Communication -foster an open/sharing and accountable
relationship. Examples include understanding objectives and
motivations of each Party, avoiding surprises and issues,
and more formalized methods of communication.
Clarity of Roles and Responsibilities - each Party should
be aware of key contacts, responsibilities as they relate to
this Agreement, and approval authority.
Gain Sharing/Cost Savings - each Party is committed to the
gain sharing program as described in this Agreement. The
goalof the program is * * * in projects implemented each year.
Relationship - each Party brings to the relationship certain
unique capabilities and talents. The Parties endeavor to take
advantage of these unique traits in a positive manner to
increase value and lower costs.
Coors Priorities
Quality - Coors is entrusting SUPPLIER with a "Primary"
supply position. Therefore, it is critical that materials
meet and exceed the quality expectations of internal and
external customers. SUPPLIER must consistently deliver
Silver or Gold performance.
Continuity of Supply - Another requirement of a "Primary"
supply position is reliability of supply. COORS and SUPPLIER
will work together to ensure reliability of on-time
deliveries, and put effective contingency and growth plans
in place.
(Continued)
EXHIBIT H (Continued)
(GUIDING PRINCIPLES)
Minority Spend - COORS believes that success depends on
growing our share of the minority market and spending on
minority suppliers will help enable that goal. SUPPLIER is
committed to achieving the minority spend goals outlined in
this Agreement. COORS believes these goals can be achieved
without adversely affecting cost or quality.
Value - In order to win in the beer business, COORS
constantly needs to evaluate the value of and increase the
impact of its packaging materials. SUPPLIER and COORS need
to continue to work toward solutions that provide a competi-
tive advantage in the marketplace.
SUPPLIER Priorities
Innovation - SUPPLIER's beverage strategy relies on being an
innovator in the marketplace. SUPPLIER and COORS need to work
together to efficiently foster an innovative environment.
COORS can help by setting more clear expectations and
providing more timely feedback. One major forum per year
dedicated to innovation will be held.
Data-based Decisions - SUPPLIER believes the partnership can
be improved with more data-based decision making. One example
is Six Sigma. COORS can help by supporting and participating
in SUPPLIER's data gathering and analysis activities. Another
example is performance-based specifications. If the Parties
better understood the parameters required, the result would be
better designs and faster qualifications.
Forecast Accuracy - COORS is committed to working with
SUPPLIER to improve forecast accuracy.
Speed to Market - SUPPLIER is interested in increasing the
speed at which new projects are developed and implemented.
COORS needs to work to improve speed to market with SUPPLIER.
EXHIBIT I
(COST SAVING PROGRAM)
* * *
* * *
* * *
* * *
DEVELOPMENT COSTS
* * * Subject to Articles 7 and 10 of this Agreement, eligible
development costs are defined as external expenses supported by
an invoice that do not benefit another SUPPLIER customer.
Internal expenses such as scrap, labor, travel, line time, etc.
are not eligible costs. Tooling unique to COORS' products,
outside testing, and test materials are examples of eligible
costs. If the project will benefit other SUPPLIER customers,
then SUPPLIER pays all development costs. These factors must be
identified when approval is made on the attached form. Each
eligible expense must be added to the form and initialed by both
Parties before it is incurred. * * * Development costs to be
allocated and reconciled on a monthly basis.
TRACKING AND IMPLEMENTATION
Eligible projects implemented will fall into one of two possible
categories: price reductions or non-price reductions. * * *
(continued)
EXHIBIT I (Continued)
(COST SAVING PROGRAM)
The implementation date and * * * reduction are recorded on the
attached form and initialed. * * *
GOAL
The goal for gain sharing projects prior to sharing is * * * each
year and each party has the incentive to maximize the number of
eligible projects implemented.
* * *
FORM
Project Name
Description
Expected Benefit
* * *
* * *
* * *
* * * Signed/Dated SUPPLIER Signed/Dated COORS
* * * Signed/Dated SUPPLIER Signed/Dated COORS
Price Reduction or Non-Price Reduction (circle one)
* * *
* * *
* * *
Development Costs Eligible (Y/N)
Signed/Dated SUPPLIER Signed/Dated COORS
Development Cost 1 $ Cost
Initialed SUPPLIER Initialed COORS
Development Cost. $ Cost
Initialed SUPPLIER Initialed COORS
For Price Reduction Projects:
* * * Implementation Date Initialed SUPPLIER Initialed COORS
For Non-Price Reduction Projects:
Period 1 $ Saved Initialed SUPPLIER Initialed COORS
Period ... $ Saved Initialed SUPPLIER Initialed COORS