Import Keg Supply Agreement

IMPORT KEG SUPPLY AGREEMENT

Parties

Recitals

WHEREAS, Supplier is engaged in the importation and sale of kegs containing beverage product and related packaging components, and maintains the permits, shipping arrangements, and trade relationships necessary to import specified products into the territory; and

WHEREAS, Buyer desires to purchase for resale certain imported kegs and ancillary services from Supplier on the terms set forth in this Agreement; and

WHEREAS, the parties intend to set forth the scope, delivery, pricing, import compliance and risk allocation applicable to shipments of kegs imported by Supplier for Buyer.

Scope of Work

Supplier shall import, store (if applicable), package, deliver and, where agreed, fill and condition kegs of the product described below, in accordance with specifications and delivery schedule set forth in this Agreement. Supplier shall perform customs clearance, coordinate transport from port to Buyer-designated delivery points, and provide documentation required for lawful sale and resale of the product.

Payment Terms

Buyer shall pay Supplier the purchase price for each shipment as set forth below. All sums are payable in lawful currency and are exclusive of taxes, duties and fees unless otherwise stated.

All payments not received within ten (10) days of the due date shall accrue the late payment fee specified above, and Supplier may withhold further shipments until outstanding amounts are paid in full. Buyer shall be responsible for costs of collection, including reasonable attorneys' fees.

Import Compliance, Duties and Taxes

Supplier shall comply with applicable import and export laws and regulations. Unless otherwise agreed in writing, Buyer shall be responsible for any local duties, taxes, value-added taxes, import tariffs, brokerage fees and other charges assessed upon importation or sale in the destination jurisdiction.

Inspection, Acceptance & Risk of Loss

Buyer shall inspect shipments promptly upon receipt. Nonconforming goods must be reported in writing within ten (10) business days of delivery, identifying the nonconformity. Title and risk of loss shall pass in accordance with the agreed Incoterm for each shipment. If no Incoterm is specified, risk of loss transfers to Buyer upon Supplier delivery to Buyer’s nominated carrier.

Insurance and Indemnity

Supplier shall maintain cargo and commercial general liability insurance customary for international transport of beverage products. Each party shall indemnify, defend and hold harmless the other party from and against claims arising from its breach of this Agreement, its negligence, or willful misconduct.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate for material breach that remains uncured for thirty (30) days after written notice, or immediately upon insolvency of the other party.

Confidentiality

The parties acknowledge that trade secrets, pricing, customer lists, technical specifications and other non-public information disclosed in connection with this Agreement constitute Confidential Information. Each party shall (i) not disclose Confidential Information to third parties except as required by law or to its employees and contractors on a need-to-know basis, and (ii) use Confidential Information solely for performance under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years unless otherwise agreed in writing.

Force Majeure

Neither party shall be liable for delays or failures to perform caused by events beyond its reasonable control, including but not limited to acts of God, war, strikes, embargoes, governmental action, pandemics, riot, fire, or transportation disruption. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate effects.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. The parties agree to attempt good faith negotiation prior to initiating litigation. If unresolved, disputes shall be resolved in the courts of the chosen jurisdiction.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as the party may designate by notice). Notices are effective upon receipt.

Assignment and Assignment of Rights

Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all its assets provided that the assignee assumes Supplier’s obligations.

Entire Agreement

This Agreement, including any schedules and purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral. No amendment is effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Acknowledgment

By signing below, the parties represent and warrant that they have the authority to enter into this Agreement, that the terms set forth are commercially reasonable, and that performance will be carried out in accordance with applicable law.

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