Alcohol Beverage Bottle

ALCOHOL BEVERAGE BOTTLE SUPPLY AND MANUFACTURING AGREEMENT

This Alcohol Beverage Bottle Supply and Manufacturing Agreement (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Supplier is engaged in the manufacture and supply of glass and/or other-material bottles and related closures and labeling for alcoholic beverages and has the facilities, capability, and necessary licenses to produce bottles meeting Purchaser specifications; and

WHEREAS, Purchaser desires to procure from Supplier, and Supplier desires to manufacture and supply to Purchaser, a specified quantity of bottles conforming to the specifications set forth herein for use with Purchaser's alcoholic beverage products, subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that the supply, labeling, quality control, and delivery of bottles comply with all applicable laws and regulations governing alcoholic beverage packaging and distribution in the jurisdictions in which the parties operate.

SCOPE OF WORK

Supplier shall manufacture, inspect, and deliver bottles in accordance with the specifications and quantities set forth below and in accordance with the quality requirements and delivery schedule. Supplier shall coordinate with Purchaser on artwork approval, labeling, closures, and any regulatory markings required for alcoholic beverage sale and distribution.

BOTTLE SPECIFICATIONS

Bottle Type:   Volume (ml):   ABV Compatibility:

Material:   Color:   Closure Type:

Quantity Ordered:   Unit Price (per bottle):   Total Contract Price:

PAYMENT TERMS

Purchaser shall pay Supplier the Total Contract Price in accordance with the schedule below. All amounts are stated in the currency specified in this Agreement and are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at the rate of on overdue amounts, or the maximum permitted by law if lower. In addition, Supplier may suspend further production or deliveries until past-due amounts are paid in full.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, terminates on End Date: .

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party, where "Confidential Information" includes technical data, specifications, artwork, pricing, customer lists, and other proprietary information disclosed in connection with this Agreement. Confidential Information shall not include information that: (a) is or becomes public without breach; (b) was known to the receiving party prior to disclosure; or (c) is independently developed without reference to the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for performance under this Agreement and shall not disclose such information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Upon termination or upon request, the receiving party shall promptly return or destroy Confidential Information.

COMPLIANCE WITH LAWS & REGULATIONS

Supplier warrants that all goods supplied under this Agreement shall be manufactured and labeled in compliance with applicable laws, regulations, and industry standards governing alcoholic beverage packaging, labeling, and safety in the jurisdictions of manufacture and sale. Purchaser shall be responsible for obtaining any licenses or approvals necessary for the sale and distribution of the finished alcoholic beverage product, and for ensuring that final labeling content complies with applicable regulatory requirements.

WARRANTIES, LIMITATIONS & INDEMNITY

Supplier warrants that bottles will conform to the agreed specifications and will be free from material defects in workmanship at the time of delivery. Supplier's sole obligation and Purchaser's exclusive remedy for breach of this warranty shall be, at Supplier's option, repair or replacement of defective bottles or refund of the purchase price for such bottles, provided Purchaser notifies Supplier in writing within a reasonable time after discovery of any defect.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Each party shall indemnify and hold harmless the other party from and against any third-party claims, damages, liabilities, and expenses arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or failure to comply with applicable laws.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for purposes of any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules, and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate in writing. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

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