Custom Bottling Agreement by cua20830

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                                                  Custom Formulation, Private Label &
                                                  Co-Packaging Terms and Agreement
___________________________________________________________________________________________________


CUSTOM BOTTLING, FORMULATION AND PACKAGING
TRC Nutritional Laboratories, Inc. is a GMP Certified full service contract manufacturer of
nutraceuticals, premixes, energy drinks, 2oz liquid shots, bottled water, juices and dietary
supplements. TRC offers a comprehensive package of research & development, shelf life stability
testing, pilot batching, taste sampling, package and label design, and marketing assistance.
Customers may also choose from over 60 TRC stock products to private label as their own or choose
to alter ingredients to customize them to their brand.

                                              General Policies
Minimum Orders for Custom Formulas:

       Liquid Formulas 8oz to 32oz:                         2,500 Gallons (10,000 quarts or 20,000 pints)
       Liquid Formulas 2oz to 6oz:                          1,500 Gallons (100,000 – 2oz bottles)
       Capsules, Tablets, Effervescents:                    100,000 Pills

Minimum Orders for Private Label:

       Liquid Formulas 8oz to 32oz:                         1,000 Bottles
       Liquid Formulas 2oz to 6oz:                          5,000 Bottles
       Capsules, Tablets, Effervescents:                      500 Bottles


CO-PACKAGING & FULLFILMENT SERVICES
TRC’S 75,000 square foot facility is available for co-pack ventures of RTD beverages, juice, bottled
water, or supplement production. TRC offers centrally located distribution for customers’ shipping and
fulfillment needs. TRC’s capabilities include:

   •   Liquid Bottling (2oz to 1gallon)
   •   Hot Fill Beverage & Cooling Tunnels (up to 250 bottles per minute)
   •   Flash Pasteurization - Cold Fill Bottling
   •   PVC Blister/Foil Packaging (capsules, gum, hard candy)
   •   High Shrink Bottle Labeling with Steam Heat
   •   FDA Compliant Ingredient Bar Coding and Lot Tracking from Receiving through Production
   •   Encapsulation (two-piece gelatin or vegetable)
   •   Tablets and Chewables (various stock shapes and sizes)
   •   Effervescent Supplements and Drink Mixes
   •   Tray Shrink Bundling

LABEL DESIGN AND PRINTING SERVICES
Our in-house graphic design department is available to work with you to develop a label design to
your liking or they can modify an existing label design for your new product. Design Fees start at
$500 and are based on $150/hr after the first 8 hrs of time required to complete the design. Cost of
purchased stock photos etc for the project must be paid by the client at the time of purchase. TRC will
arrange for printing and storage of your labels and maintaining inventory for future purchase orders.
The cost to print and ship the labels to TRC will be the customer’s responsibility and must be paid in
full at the time the labels are ordered. Customer will have final approval of label proof prior to printing.
Lead-time on labels once they are designed, proofed and ordered is about 4 to 5 weeks.

                                                                Customer Initials________ Document Control # 05.15.09 13:56

 TRC Nutritional Laboratories, Inc. ♦ 12320 East Skelly Drive Tulsa, OK 74128 ♦ Tele: 918-437-7310 ♦ Fax: 918-492-9546
                                                                                                               Page 2 of 4

                                                  Custom Formulation, Private Label &
                                                  Co-Packaging Terms and Agreement
___________________________________________________________________________________________________


STANDARD PACKAGING
Most liquid products are packaged 12 bottles per case for 32oz or 1 liter bottles, and 24 bottles per
case for 16-20oz bottles. Available bottles include 2oz, 4oz, 8oz, 12oz, 16oz, 32oz and 1 liter in
various Hot Fill or standard plastics. Either corrugated boxes or bundled trays are available. Pills are
normally packaged 12 bottles per case. Other package sizes can be customized and master case
packaging is also available.

LEAD-TIME OF CUSTOM FORMULA PRODUCTIONS
New formulas may take 6-8 weeks from the time the formula is agreed upon to procure all materials
required. Allow 2-4 weeks lead-time for new labels to arrive when sourcing labels. Allow 4-6 weeks
lead-time for re-orders to be produced and shipped.

QUOTES / ESTIMATE PRODUCT PRICE
Preliminary product quotes are at no-charge, however, a $200 refundable “Sourcing Fee” will be
charged to your credit card on formulas containing ingredients that TRC does not stock and must be
researched or sourced. This “Sourcing Fee” may be applied as a credit toward any future purchase of
the same developed formula. Please send TRC your requested formula. Estimates may be given
early in discussions, however final pricing will have to be determined once custom formulas are
agreed and approved by TRC and the customer. Quotations and Product Specs must be signed and
returned to TRC with or prior to the first purchase order.

R&D COSTS - LIQUID (TASTE SAMPLES)
$2,000 R&D RETAINER FEE IS REQUIRED TO PREPARE SAMPLES OF ANY CUSTOM LIQUID
FORMULA. Retainer includes first 20 hours of research and development, which is usually sufficient
to provide 2 taste samples if needed (one modification after the first taste sample). Additional time will
be billed at $125/hr if required and agreed to by both parties. R&D fees may be applied as a credit
toward any future purchase of the same developed formula. A credit card or FedEx/UPS account
number is required to ship samples at your expense and is non-refundable.

R&D COSTS – LIQUID (SHELF LIFE STUDIES)
Longevity studies to determine the shelf life of liquid products vary immensely. Fees for potency
studies are billed at average industry analytical testing fees of active ingredients plus $125/hr for data
tracking. Fees to study the longevity of the preservatives are minor but this is recommended to
validate the rate spoilage. Real time studies of 12 to 18 months for both potency and spoilage are
necessary for TRC to guarantee shelf life.

R&D COSTS – PILLS
The fee for developing physical samples of Pills is $5,000+

PRODUCT WARRANTY
TRC guarantees products to be free of any foreign objects and packaged under sanitary conditions in
accordance to good manufacturing practices. The customer has the sole responsibility for evaluating
and testing custom formulas to determine shelf life. No additional warranty or performance
assurances are implied without approved written guarantees from TRC. Proper longevity shelf life
test results for potency and micro-bacterial contamination must be proven by real-time studies before
TRC will guarantee any formula for label claim potency and proper preservatives. Any suggestions or
recommendations from TRC regarding expiration dating or end uses and methods of use are offered
only as recommendations, and do not constitute a guarantee of performance with any product unless
formally agreed to by TRC on a product-by-product basis.

                                                                Customer Initials________ Document Control # 05.15.09 13:56

 TRC Nutritional Laboratories, Inc. ♦ 12320 East Skelly Drive Tulsa, OK 74128 ♦ Tele: 918-437-7310 ♦ Fax: 918-492-9546
                                                                                                               Page 3 of 4

                                                  Custom Formulation, Private Label &
                                                  Co-Packaging Terms and Agreement
___________________________________________________________________________________________________


PURCHASE ORDERS
For your benefit, TRC requires a written purchase order for all customer orders. Purchase Orders
must include a reference number (PO#), both your shipping and billing addresses, any special
shipping instructions, and the name and contact information for the order. A Certificate of Analysis is
provided with each order upon request. If additional documents are required for customs, or other
reasons, those should be indicated on the purchase order. Requests for special case markings or
alternate product specifications should be made in writing at the time of order.

CANCELLATIONS
Deposits for custom-made orders are not refundable. Once TRC production has commenced, the
customer accepts the responsibility to pay 100% of the amount of the purchase order.

RETURNS
Returns are not accepted unless there is a warranty issue. All products leaving TRC are thoroughly
inspected to assure quality and accuracy.

SHIPPING
All pricing quoted is FOB Tulsa, Oklahoma unless otherwise agreed on by both parties. A credit card
or FedEx/UPS account number is required to ship samples at your expense and is non-refundable.

Cordially, we will work with most carriers that you specify, however the customer is responsible for all
freight costs unless agreed in writing by an authorized TRC Representative. Large orders will be
shipped on standard 48" x 40" wood pallets and smaller orders will be shipped UPS, unless other
arrangements have been made in advance and so stated on the customer’s purchase order. Plastic
pallets are available for an additional charge.

Domestic Orders are shipped according to the customer’s instructions and can be arranged by TRC
and shipped using our discounted rates or you can arrange your freight broker to pick up the order.

International Orders must be picked-up at TRC’s warehouse in Tulsa, Oklahoma. The customer must
arrange all international shipments. TRC must have written authorization from the customer and the
name of the designated freight forwarder with contact information before releasing the shipment to
that freight forwarder. Once the order is ready for pick-up TRC will fax copies of the invoice, CofA and
any necessary documents required for customs to the freight broker and the customer. Original
documents will be mailed respectively. This allows the customer to have control of the shipment in
order to make changes or re-route the shipment while in transit.

TRC relinquishes control and ownership of all products and shipments to the customer once an order
leaves its facility.

TERMS
Custom built and Private Label products require a 50% deposit with the purchase order. The balance
of payment is due when the product is ready for shipment unless credit terms have been pre-
approved. Net 30 days is available with DUNS# and credit approval. MasterCard, AMEX, Discover,
Visa, Check, or Wire accepted. International Payments must be via Wire Transfer only.




                                                                Customer Initials________ Document Control # 05.15.09 13:56

 TRC Nutritional Laboratories, Inc. ♦ 12320 East Skelly Drive Tulsa, OK 74128 ♦ Tele: 918-437-7310 ♦ Fax: 918-492-9546
                                                                                                                Page 4 of 4

                                                  Custom Formulation, Private Label &
                                                  Co-Packaging Terms and Agreement
___________________________________________________________________________________________________



CONFIDENTIALITY / NON-DISCLOSURE
TRC agrees to hold information marked as confidential from the Customer listed below in strict
confidence for a period of twelve (12) months from that date of this agreement or twelve (12) months
after TRC last produced said formula for Customer. Neither party shall disclose any Confidential
Information to any person or entity except employees who have a need to know and who have been
informed of the mutual obligations under this Agreement. Both parties agree not to disclose the
Confidential Information to any third party at any time under any conditions without written consent
and shall use not less than the same degree of care to avoid disclosure of Confidential Information as
either party uses for their own confidential information of like importance and, at a minimum, shall
exercise reasonable care.

GOVERNING LAW
Both parties agree this Agreement shall be governed by and construed under the law of the State of
Oklahoma USA, disregarding any principles of conflicts of law that would otherwise provide for the
application of the substantive law of another jurisdiction. Each party: (1) agrees that any legal suit,
action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in
Oklahoma State Court, County of Tulsa, or in the United States District Court for the District of
Oklahoma; (2) waives any objection to the venue of any such suit, action or proceeding and the right
to assert that such forum is not a convenient forum; and (3) irrevocably consents to the jurisdiction of
the Oklahoma State Court, County of Tulsa, and the United States District Court for the District of
Oklahoma in any such suit, action or proceeding.

                                        CUSTOMER ACKNOWLEDGMENT

I (as named below as Customer) hereby understand and agree to the terms and recommendations outlined
above by TRC. I also agree to hold TRC harmless from any guarantees hereafter and all liability of shelf life and
formula issues without proper testing, unless agreed to in writing between both parties.


Company Name:         _______________________________          Customer Signature: ____________________________

Company Address: _______________________________               Print Name: ___________________________________

                      _______________________________          Title: ________________________________________

Company Telephone: _______________________________ Date: ________________________________________

(Please initial each page of this agreement as indicated at bottom)


                                         TRC Nutritional Laboratories, Inc.


Signature:            ________________________________ Date: _______________________________________

Print Name:           ________________________________ Title: _______________________________________




                                                                 Customer Initials________ Document Control # 05.15.09 13:56

  TRC Nutritional Laboratories, Inc. ♦ 12320 East Skelly Drive Tulsa, OK 74128 ♦ Tele: 918-437-7310 ♦ Fax: 918-492-9546
                                                                                                               Page 5 of 4

                                                  Custom Formulation, Private Label &
                                                  Co-Packaging Terms and Agreement
___________________________________________________________________________________________________




                          Credit Card Authorization Form

I (as named below) hereby authorize the following amount to be charged to my credit card for the fees
listed below.


Company Name: ___________________________________________________________________

Project/Product Name: ______________________________________________________________



Type of Card:        AMEX          VISA         M/C        DISCOVER

Card Account #: ___________________________________________________________________

Expiration Date: ___________________________________________________________________

Cardholders Name: _________________________________________________________________

Card’s Billing Address: ______________________________________________________________

Card’s Billing Zip Code: _____________________________________________________________

Card Phone Number: _______________________________________________________________


Check Service Requested:              $200.00 Sourcing Fee             $2,000.00 R&D Fee

                                      Ship Fee for Samples (Approximately $20.00)
                                         Or use FedEx Acct# ___________________________________

                                      Other / Explain: _________________________________________


Approximate Dollar Amount TRC is authorized to Charge: __________________________________




Authorized By (Cardholder Signature): ___________________________ Date: _________________



Fax to: 918-492-9546

                                                                Customer Initials________ Document Control # 05.15.09 13:56

 TRC Nutritional Laboratories, Inc. ♦ 12320 East Skelly Drive Tulsa, OK 74128 ♦ Tele: 918-437-7310 ♦ Fax: 918-492-9546

								
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