Exhibit 4.3


 


Contract No P10-1003


 


Moscow


29.12.2009


 


CJSC “Tetra
Pak”, Moscow, hereinafter referred to as the “Seller”, represented by Vice
President, Sales Management Winfried Muehling acting on the basis of Power of
Attorney No 14-11/104 dated 01.01.2009, on the one part, and


 


OJSC “Wimm-Bill-Dann Beverages”, Ramenskoe, Russia, hereinafter referred to as the “Buyer”, represented
by General manager Gary Sobel, acting on the basis of the Charter, on the other
part, have concluded the present contract on the following:


 


1.
SUBJECT OF THE CONTRACT.


 


1.1. The Seller sells and the Buyer buys
packaging material for packaging of food (milk, juices, milk-containing and
juice-containing food products) together with respective additional materials
(Strips, Caps, Straws and etc.) in accordance with the Specification (Annex
No.1 to the present contract), hereinafter referred to as “the Goods”, and
custom cleared (if applicable) and free from third parties rights and charges.


 


1.2. Deliveries shall be fulfilled as per
orders placed by the Buyer in accordance with the Annex No. 2. The orders
are placed by the Buyer mainly via e-business electronic system. Orders may
also be placed by fax/e-mail.


 


2. TOTAL CONTRACT
AMOUNT.


 


Approximate amount of the Contract is EURO 50 000 000
(fifty million), VAT excluded. The exact amount of the Contract is to be
determined according to the actual deliveries of the Goods.


 


3. PRICE OF
THE CONTRACT.


 


3.1. Price of
the Goods stipulated in the Specification (Annex No.1 to the
present Contract), is given in EURO and comprises the following:


·                  cost
of packaging material ex manufacturing plant stated in the specification (Annex
no.1 to the present contract);


·                  cost
of pallets


 


3.2.
In case packaging material is shipped from TP Moscow factory, the Seller is
obliged to prove transport costs reinvoicing by submitting to the Buyer copies
of the invoices issued to the Seller by the transport companies, if other is
not agreed between the parties.


 


3.3. The price of the Goods excludes VAT and other taxes
due for payment by the Buyer. VAT is to be paid at the rate valid at the date
of the invoice issued by the Seller.


 


3.4. Price of
the Goods excludes the following:


· cost of LS-strip (for roll-fed material; is shown in the invoices
separately);


·  cost
of insurance ([*]% from the price of the Goods; added to the price of the
Goods, is shown separately in the documents);


·  cost of transportation
(added to the price of the Goods; is shown separately in the documents);


 


3.5. The cost of insurance and transportation are
included in the invoices separately and due for payment by the Buyer within
terms stipulated in the item 4.1 of the present contract.


 


3.6. Price of the Goods and currency of the contract
can be amended by the Seller within validity of the present contract by written
mutual agreement of the Parties.


 


3.7.
The Seller should come to an agreement with the Buyer about the new prices
and/or change of currency not later than two months before the changes enter
into force.


 


4.
QUANTITY OF GOODS AND TERMS OF PAYMENT.


 


4.1. Payment should be made in rubles by the bank
transfer to the Seller’s account (refer to article 16) in accordance with the
exchange rate of the Central Bank of RF on the date of writing off the amount
from


 


 


	
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the
Buyer’s account. Factura-invoices should be paid within [*] calendar days from the date of its issuing.


 


The
Seller presents the copies of invoices by e-mail or fax during the working day
next to the day of shipment while for import deliveries during the working day
next to the day of custom clearance.


 


If the
payment is received within [*]
calendar days after of the date of Seller’s invoice, the Buyer has the right
for a bonus in the amount of [*]% from
the invoice amount excluding VAT. The bonus shall be transferred to the Buyer’s
account till the [*] day
of the month that follows the month when the bonus was granted.


 


4.2. Date of issue of the factura-invoice can not be
earlier than the date of dispatch while for import deliveries this date can not
be earlier than the date of custom clearance.


 


4.3. In case the Buyer breaches payment
terms on its fault, the Seller has the right to charge the penalty on overdue
amount on the basis of [*]% annual rate for every
day of delay. The Seller should inform the Buyer in written if such penalties
are implemented.


 


4.4.
Due to production characteristics, the Seller has the right to deliver up to 10% above or below the quantity of ordered Goods. In this case delivery is
considered to be agreed on the terms of the present contract. In the end of
each month the parties shall sign statement of accounts based on actually
delivered goods. This statement forms the ground for final accounts.


 


5. TERMS OF DELIVERY.


 


5.1. The Goods are to be
delivered to the Buyer’s (Consignee’s) warehouses by transport of the Seller at
the Buyer’s expense unless otherwise is specified in the order.


Delivery addresses:


 


5.1.2 Delivery address to the Buyer’s warehouse:


PJSC “Wimm-Bill-Dann Beverages”


1, Trasportny proezd, Rameskoe, 140100,
Moscow region, Russia


 


5.1.3 Delivery addresses to the Consignee’s warehouse
(own and liable keeping):


 


1) PJSC “Wimm-Bill-Dann” branch “Sibirskoe Moloko” in
Novosibirsk:


33, Petukhova str., Novosibirsk, 630088, Russia, or


54, Sibiryakov-Gvardeytsev str., Novosibirsk, 630088,
Russia


 


2) PJSC “Wimm-Bill-Dann” branch “Vladivostoksky Dairy”
in Vladivostok:


 


19, Strelochnaya str., Vladivostok, 690087, Russia, or
63-a Fadeeva str., Vladivostok, 690034, Russia


 


5.1.4. Delivery address should be shown in the Buyer’s
purchase order.


 


5.2. Delivery is to be made by fully-loaded carriers
according to the order agreed by the parties, the only exception being the last
shipment.


 


5.3.1.
Dispatch of all kinds of the Goods should
be made within [*] working days after the Seller receives the official order from the Buyer
provided the Seller has the design - the original proof of
technological texts signed and dated, duly
approved by the Buyer.


 


5.3.2. The Seller is obliged to deliver the Goods during
period stipulated in the Annex No4 depending on the place of dispatch and
the place of delivery. Periods of delivery are calculated from the moment of
dispatch of the Goods from the Seller’s factories. In
case period of time for dispatch of the Goods exceeds period of time indicated
in p. 5.3.1. then delivery time indicated in Annex 4 should be calculated from
the latest date of dispatch described in p. 5.3.1.


 


5.3.3.
Delivery Date, confirmed by Seller, can not be out of dates, calculated in
accordance with point 5.3.2.


 


In
case if delivery date is out of delivery time maximum range, calculated in
accordance with point 5.3.2 and another didn’t agreed between parties, then
delivery date should be the last day, calculated in


 


 


	
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accordance
with point 5.3.2.


 


5.3.4.
Confirmation of the order serves as a confirmation that the Seller has the
design corresponding to the order.


 


5.4.
The design should be made in accordance with the design color printout provided
by the Buyer and agreed upon between the Buyer and the Seller. Signed and dated
design proof is to be considered as the final version of design for production
of placed order.


 


5.5.
In case the Buyer changes the design during the production of the order already
placed and confirmed, within [*] hours from the receipt of the
notification about renewal of design and stoppage of production of the
order with old design, the Seller has to stop the production of the order with
the design to be amended, and the Buyer is obliged to buy already produced lot
of Goods and/or to pay the costs connected with the preparation of the order
for production as per documents confirming actual costs.


 


5.6.
Any changes in the designs existing at the moment of signing of the present
contract as well as elaboration of new designs are to be made by the Seller at
the terms agreed upon with the Buyer and stipulated in the separate contract.


 


5.7. In case of delay of delivery at the
Seller’s fault, the Buyer has the right to charge the penalty on delayed lot of
delivery amount on the basis of [*]%
annual rate for every day of delay. The Buyer should inform the Seller in
written if such penalties are implemented.


 


5.8.
The Buyer shall undertake the costs of
storage of unpaid Goods at the Seller’s warehouse in case of delay in shipment
of the Goods, if such delay occurred due to the Buyer’s fault and exceeded [*]calendar days from the maximum dispatch date, calculated in accordance
with points 5.3.1. and 5.3.2. The Seller should provide the Buyer with the
report about the actual storage costs. Storage costs are calculated starting
from [*] calendar day.


 


After 7(seven) days
expire, the Seller has the right to invoice to the Buyer actually born storage
costs and to dispatch the Goods to the Buyer on the [*] day
by the Seller’s transport at the Buyer’s expense with 2 (two) workings days
written preliminary note to the Buyer. In this case the Buyer has to accept the
Goods at the Buyer’s warehouse within 24 (twenty four) hours
from the moment of arrival of the truck to the Buyer’s warehouse provided the
date of arrival is a working day.


 


5.9. The Seller shall send to the Buyer shipment advice
immediately after shipment of the truck from the factory/customs terminal and
supply the Buyer with the transport documents for each shipment lot by
fax/e-mail within 48 (forty eight) hours
from the delivery.


 


5.10. The Buyer shall be informed in advance about the
possibility of transfer the production of packaging material to another
production facility. This decision shall be made by mutual agreement of the
parties.


 


5.11. The Buyer shall compensate to the
Seller the costs connected with the demurrage of unloaded truck, starting from
the day after the agreed date of arrival of the truck to the address indicated
in the transport documents, on the basis of [*] EURO
(VAT excluded) per day for the demurrage of unloaded truck arrived from Tetra
Pak factories provided the truck arrives to the address indicated in the
transport documents not later than 12:00am on
the agreed arrival date.


 


5.11.1. In case the truck arrives to the
address, specified in the transport documents, earlier than the agreed arrival
date, the demurrage cost from the moment of arrival of the truck till agreed
delivery date should not be charged.


 


5.11.2. In case the truck arrives to the
address, specified in the transport documents, later than 12:00am at
the agreed arrival date, the demurrage cost should be calculated after 24 (twenty four) hours
from the time of arrival of the truck to the Buyer’s warehouse.


 


5.11.3. In case the truck arrives to the
address, specified in the transport documents, later than the agreed arrival
date, the demurrage cost should be calculated after 48 (forty eight) hours
from the actual time of arrival of the truck to the Buyer’s warehouse. Actual
time of arrival of the truck (date, time) is to be stated by the Buyer’s
representative in the transport documents.


 


 


	
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The remarks of the Buyer’s representative
and transport company representative in the transport documents are to be the
basis for the demurrage calculation (transport waybill — for domestic deliveries,
CMR — for import deliveries).


 


5.12. Delivery date is considered to be the date of
delivery of the Goods to the buyer’s warehouse. The Buyer shall return to the
Seller signed copy of delivery note TORG-12 within [*] days from the date the Seller
provides the Buyer with this document but not earlier than the delivery date.


 


5.13.
In spite of delivery terms agreed upon by the parties, the title of the Goods
transfers to the Buyer from the moment of dispatch of the Goods from the Seller’s
warehouse to the forwarder; in case of import delivery of the Goods — from the
date of customs clearance and release of the Goods for free circulation on RF
territory.


 


6.
TRANSPORTATION RISK.


 


6.1. The Seller shall take the risk of
loss or damage to the Goods which might arise during transportation of the
Goods to the Buyer’s warehouse by the Seller’s transport.


 


6.2. The Seller shall reimburse to the Buyer all the
losses including transportation costs and insurance occurred due to the damage
of the Goods during transportation provided the Buyer fulfills the terms stated
in the article 10.7 of the present contract “Acceptance
of the Goods damaged during the transportation”.


The Buyer shall determine the form of
reimbursement by cash or by delivery.


 


7.
REQUIREMENTS TO PAYMENT ORDERS.


 


The Buyer shall specify the following information when
filling in the payment orders for prepayment or payment according to the
invoice:


· Date and number of the factura-invoice


· INN


· Exchange rate at the date when the money have been written off from the
Buyer’s account


· Name
of WBD branch or site, which is performing payment.


In case prepayment or payment against invoice is made by
the third party, the name of the Buyer must be stipulated in the payment order
in addition to the items above.


 


8.
PACKING AND MARKING.


 


8.1. The Goods are to be dispatched in packing suitable
for Iong distance transportation. Each cargo unit (pallet) is wrapped in
polyethylene film. Marking of the pallet shall be as follows:


 


Consignee:


Address of destination:


Name of the Seller:


Name of the Goods:


Pallet weight:


Quantity:


Manufacture date:


Lot number:


 


9. STORAGE TERMS.


 


9.1. Each pallet with packaging material is wrapped in
polyethylene film.


 


9.2. Pallets with roll-fed packaging material can be
stacked in three rows on top of each other provided they are separated by the
rigid dividers. Pallets with blank packaging material as well as additional
materials (caps and straws) are prohibited for stacking in more than one row.


 


9.3. Transportation pallets are irrevocable and its
lifetime is limited.


 


9.4. The Goods must be stored only on pallets, 100mm min
away from the walls.


 


9.5. The Goods must not be exposed to direct moisture
(such as pipes evaporation) or sunlight.


 


 


	
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9.6. Temperature:
Permitted storage temperature is set in a range +10° - +40°C; however before
the production the Goods must pass the adaptation period at the temperature
+20° - +30° С. The optimal storage temperature is +20°C.


 


9.7. Air humidity: 40% to 65
% RH.


 


10.
ACCEPTANCE OF THE GOODS.


 


10.1. The Buyer or Consignee shall put the remarks (if
necessary) in the transport documents during acceptance of the Goods. In case
of discrepancy between actually accepted quantity and quantity declared in the
transport document, the Buyer/Consignee or Carrier shall put the respective
remark in the transport document.


 


10.2. Within 5 (five) calendar
days from shipment date the Seller shall provide the Buyer with factura-invoice
and delivery note issued in the form legally approved by Goskomstat RF
(TORG-12) for each shipment lot.


 


10.3. Final acceptance of the Goods in respect of cargo
units of delivered goods is to be made by the Buyer at the site within [*] calendar days from the date of the delivery.


 


10.4. In case the Buyer has any claims as per quality of
delivered Goods or damages which can not be seen during acceptance, he has the
right to submit these claims to the Seller within 12 (twelve) months from the delivery date provided all the storage requirements
stipulated in the article 9 have been met. No claims are accepted if the above
time is overdue.


 


10.5. In case of any claims the Buyer should prepare the
claim according to the “Goods Claim Routine” (Annex No3 to the present
contract).


 


10.6. If the quality/quantity claims are
submitted by the Buyer and received by the Seller not later than 12 (twelve) months
from the date of delivery of the Goods to the Buyer’s warehouse, the claimed
goods shall be delivered to the Buyer within [*] from
the date the claim has been accepted. In this case the Seller shall reimburse
to the Buyer the transportation cost and insurance of the
claimed/under-delivered material.


 


10.7.
Acceptance of goods damaged during transportation.


 


In case transport damage to the Goods is found,  the Buyer shall make the following steps at
his own expense and risk:


· to make the acceptance of the damaged goods,


· to immediately inform the Seller about the damages in written by
fax/cable/e-mail,


· to take all the necessary steps to prevent further damage and loss of the
goods and transport facilities,


·
to take pictures of the damaged goods prior to unloading (the picture should
show the damage and, whenever possible, the reason of the damage),


·
in case of truck delivery of damaged goods, to put the appropriate remarks in
the transport documents/CMR, to get a signature of the transport company
representative on these transport documents. In case the transport company
representative refuses to sign the transport documents with the remark of the
damage, the Buyer puts this remark by himself.


· in case the damaged goods arrived by rail or by the Buyer’s transport,
the Buyer, together with the railways representatives, shall make the
commercial certificate about the damage during unloading the goods. In case it
is impossible to make this certificate during unloading, it has to be issued
within the next 24 (twenty four) hours.
Should the carrier refuses to make this commercial certificate or this
certificate is issued with mistakes, the consignee is obliged to inform the forwarder
in written within 3 days.
The letter signed by the railway authorities is to serve enough ground for the
Seller to receive the Buyer’s claim for consideration.


·
to forward the originals of the above listed documents to the Seller by courier
service within 72 (seventy two)hours from the moment of
acceptance of the goods.


 


11. INTANGIBLE PROPERTY.


 


11.1. The Buyer releases the Seller from
any obligations towards third parties connected with the orders illegitimately
placed by the Buyer.


 


11.2.
Provided the Seller sticks to agreed signs, indications, texts, drawings and
its allocation on the Goods in accordance with the design color printout
stipulated in the article 5.4. of the present contract, the Buyer releases the
Seller from any responsibility for all the claims and damages which might be
caused by the use or the reproduction of the existing somebody else’s designs,
trademarks, texts or


 


 


	
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placement
in respect of the provided signs printed on the Goods.


 


11.3. The Seller
confirms the following:


·
allocation of trade mark by the Seller regardless of the color printout of the
design (if applicable) shall be made by the Seller itself and shall not create
obstacles in using the Goods by the Buyer;


·
the Seller has obtained all the necessary owner’s permissions for trademark
allocation on the Goods regardless of the design color printout (if
applicable), for its use and distribution on the Buyer’s territory;


·
construction of packaging material, goods made of it, and separate elements,
its form and composition as the objects of intellectual property are free from
rights and charges of third parties;


·
delivered Goods are released for free circulation on the Buyer’s territory.


In case of breach of
this condition the Seller is obliged to reimburse to the Buyer losses born by
the latter.


 


11.4. In case of unauthorized use of the Seller’s or
Buyer’s trademarks by one of the parties without permission, the injured party
may terminate this Contract and seek for damages compensation or any other
remedies available under applicable laws.


 


12.
FORCE MAJEURE.


 


12.1. If the Seller or the Buyer are prevented to
perform its obligations in accordance with this Contract in full or partially
or is unreasonably burdened by circumstances beyond his control, including but
not limited to: Acts of God, civil war, mobilization, military conscription on
a large scale, riots, insurrections and revolutions, sabotage, requisition,
confiscation, nationalization, embargoes and expropriation, public bans or acts
of authorities, strikes, lockouts, natural cataclysms such as hurricanes,
earthquakes, lightning, fire, explosions, abnormal weather conditions for the
concrete area, non-fulfillment of obligations and delays of deliveries by
subcontractors due to above mentioned circumstances, the delay in the
performance of the obligations under the present contract will not lead to any
obligation for compensation.


 


12.2. Force-majeure circumstances should be proved by
the certificate issued by the competent authorities.


 


12.3.
The party declared that force-majeure circumstance occurred, should inform the
other party about it within 7 (seven)  calendar days from the moment
such circumstances occur.


 


12.4.
The party declared that force-majeure circumstance occurred, should provide the
other party with the documents stipulated in the article 12.2. during 30
(thirty) working days from the moment such circumstances occur.


 


12.5. Should the
above period is violated, the respective party loose the right to refer to such
circumstances as to the ground releasing this party from the
responsibility/compensation.


 


13.
ARBITRATION.


 


13.1. The Seller and the Buyer shall take all measures to settle all
disputes arisen from the present contract by amicable way.


 


13.2. All disputes, differences or demands which may arise out of or in
connection with the present Contract, in respect of its fulfilment, violation
or nullification, are to be settled in the International commercial Arbitration
court at the Chamber of Commerce and Industry of RF in Moscow in
accordance with it’s Rules.


 


13.3. Place of arbitration is Moscow. During the
settlement of all disputes the parties must be guided by the Material Rules of
RF.


 


14.
CONFIDENTIALITY.


 


14.1. The parties hereby
agreed that any information with stamp “confidentially”, transferred by act of
acceptance-transmission on any information carrier transferred or received
within the frame of the present contract or in connection with it, is to be
treated as confidential and shall not be disclosed to third parties without
mutual agreement by the parties, with the exception of public authority demand.


 


14.2. The
parties agreed that in case of consent for the transfer of confidential
information to third parties,


 


 


	
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the party
initiated this transfer is responsible for keeping this information by third
parties as confidential. The parties also bear responsibility for keeping the
confidential information by its staff.


 


14.3. The confidentiality
clause will as well be valid during [*] years after the contract is terminated.


 


15.
OTHER CONDITIONS.


 


15.1. The contract enters into force from 01.01.2010 and
is valid within 1 calendar year, i.e. till December 31,
2010.


Termination of the Contract should not
release the parties from the performance of its obligations acting on the date
of the contract termination.


 


15.2. All the preliminary agreements, discussions and
correspondence between the parties in respect of this contract are to be
considered null and void from the date of signing of the present contract.


 


15.3. All the Annexes and Annexes to the present
contract form its integral part.


 


15.4. All the Amendments and Annexes to the present
contract are valid only if made in written form and signed by both parties.


 


15.5. Neither party has the right to assign its
obligations and rights under the present contract to any third party without
written consent of the other party.


However the Seller can assign its rights and obligations
regarding this Contract to another company within Tetra Laval Group. The Buyer
can assign its rights and obligations regarding this Contract to another
company within Wimm-Bill-Dann group located in the European part of the Russian
Federation.


In both cases the above should take place against
written consent of the parties.


 


15.6. If the Buyer terminates the present contract
before its end, the Seller must immediately stop further production of the
Goods for the deliveries under the present contract provided the Buyer supplies
the Seller with written intention to terminate the contract before its end.
Should there be any orders in production, the Seller should immediately stop
further production and the Buyer is obliged to pay the price of the Goods
actually produced on the date of termination of the present contract.


 


15.7.
In case of amendments in the legislation in respect of tax rates, payments
shall be effected in accordance with the tax rate valid at the date of
factura-invoice and delivery note. In this case VAT shall be paid at the rate
valid on the date of the Seller’s invoice.


 


15.8.
The Parties hereby recognize the documents transmitted by fax or electronic
facilities, including but not limited to: e-mail and electronic system
e-business, to be equivalent to that executed in the appropriate written form.
Such documents shall be binding upon both parties provided they are signed by
authorized parties. The parties agree that the way of transmitting the
documents by fax or electronic facilities per
se shall not constitute the grounds to contest their validity or
binding character.


 


16. LEGAL ADDRESSES OF THE PARTIES.


 


Seller:


 


CJSC
Tetra Pak


Address:


8, Wilhelm Pieck str., 129226 Moscow,
Russia.


Account:


INN 7706017070


Acc. 40702810900001000943 with ING Bank
Evrazia Moscow


Corr. acc. 30101810500000000222


BIK 044525222 КПП
774850001


Address of the Bank:


127473,
Moscow, Krasnoproletarskaya st, 36


 


Buyer:


 


OJSC “Wimm-Bill-Dann Beverages”


1,
Trasportny proezd, Rameskoe, 140100, Moscow region, Russia


Moscow Bank of Savings Bank of Russia,
Moscow Account 40702810538360108250


Corr. Account 30101810400000000225


INN 5040005678


 


 


	
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code OКПO 0526943


code OКOHX 18221, 18145


BIK 044525225


KPP 504001001


 


The Contract is made in English and Russian languages in two copies, one
for each party. In case of differences between English and Russian texts the
Russian text shall always prevail over the English text.


 


Annex 1: Specification of the Goods


Annex 2: LQS and Quantity discounts for
packaging material.


Annex
3: Packaging material claim routine.


Annex
4: Periods of delivery of the Goods.


 


	
   

  	
  FOR AND ON BEHALF OF THE SELLER

  
	
   

  	
   

  
	
   

  	
   

  	
  (Winfried Muehling, Vice President, Sales Management)

  
	
   

  	
  Date: December 29,
  2009.

  
	
   

  	
   

  
	
   

  	
  FOR AND ON BEHALF OF THE BUYER

  
	
   

  	
   

  
	
   

  	
   

  	
  (Gary Sobel, General manager)

  
	
   

  	
  Date: December 29,
  2009.

  
				



 


 


	
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Annex No. 2 to contract No.P10-1003


 


1. Set-up
charges and minimum order size:


 


1.1. Tetra Brik / Tetra Brik Aseptic / Tetra Prizma
Aseptic (juice/milk)


 


Minimum
order size without set-up charge equals to [*] pack for packaging material of
1,5-2 litre volume and [*] packs for the smaller volumes.


 


Set-up
Charges for the listed materials must be charged for individual order or
co-print less than [*] pack for packaging material of 1,5-2 litre volume and
[*] packs for the smaller volumes as a lump sum per printing method:


 


	
  Flexo
  / Flexoprocess

  	
     +
  [*] EURO per order

  
	
  Roto
  / Offset

  	
  +
  [*] EURO per order

  



 


Set-up
Charge does not include VAT and must be shown in the invoice separately.


 


In
case of partial deliveries of orders less than [*] pack for packaging material
of 1,5-2 litre volume and [*] packs for the smaller volumes, total amount of
set-up charge is to be added to the first invoice.


 


1.4. Minimum
production order size for roll packaging material — 1 roll.


 


125 ml – minimum [*] packs


160 – 300 ml – minimum [*] packs


330 – 600 ml – minimum [*] packs


750 – 1000 ml – minimum [*] packs


over 1000 ml – minimum [*]
packs


 


2. Order Routine for packaging
material.


 


2.1. The term “Single order” should be
interpreted as Buyer’s order for production of certain quantity of packaging
material with one approved design.


 


2.2. The term “Co-print order” should be
interpreted as a set of single orders with designs of similar colors in
quantity multiple to:


 


	
  ·

  	
  [*]
  for factories

  
	
   

  	
  TP Moscow: TBA/m 1000ml Base FD; TP Kiev: TB/m 500ml
  Base FD/FPCD and TB/m 1000ml Base FD/FPCD;

  
	
   

  	
  TP Wrexham: TBA/lk 2000ml Slim.

  
	
   

  	
   

  
	
  ·

  	
  [*]
  for factories

  
	
   

  	
  TP Moscow: TBA/m 1000ml Base FPCD; TBA 1000ml Slim
  FPCD; TBA 1500ml Slim; TFA 1000ml

  
	
   

  	
  TP Kiev: TB/m 500ml Square и TB/m 1000ml Square;
  TBA 500ml Slim

  
	
   

  	
  TP Gorny Milanovec: TBA/jk 500ml Square

  
	
   

  	
  TP Limburg: TPA 1000ml Square

  
	
   

  	
   

  
	
  ·

  	
  [*] for
  factories

  
	
   

  	
  TP Kiev: TBA 200ml Base

  	
  TP Dijon: TBA 200ml Square

  
	
   

  	
   

  
	
  ·

  	
  [*]
  for factories

  
	
   

  	
  TP Kiev: TBA/m 200ml Slim

  	
  TP Lund: TT 500ml Midi; TBA 250ml Base

  
	
   

  	
  TP Arganda: TPA 330ml Square FPCD MF; TPA 250ml Square
  FPCD TF, TPA 330ml Square

  
				



 


 


	
  SELLER

  	
   

  	
  BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


1

















 


	
   

  	
  FPCD TF

  



 


“Co-print order” term is valid
only for roll-fed material Tetra Brik, Tetra Brik Aseptic, Tetra Prizma
Aseptic, Tetra Fino Aseptic, Tetra Top.


 


2.3. The order for roll-fed
packaging material should be placed in quantity divisible by one mother reel
for respective type of package.


 


2.4. Single order or co-print order forms an
integral part of the present Contract, should be issued in accordance with
enclosed form and should contain the following information:


 


·                  customer name;


·                  product name and design number
with indication of plate numbers;


·                  type/volume of package;


·                  quantity of ordered material;


·                  requested date of arrival of
the Goods at the Buyer’s warehouse;


·                  place of production of
packaging material.


 


2.5. The order should be sent
to the address of Customer Service Representative (CSR) via e-business
electronic system (in most cases) or, in exceptional cases, via e-mail/fax.


 


2.6. Within [*] working
weeks upon receipt of the order the Seller shall inform the Buyer by fax or
e-mail that the order has been accepted by the factory for production. The
order forms an integral part of the present contract from the moment the Buyer
receives the confirmation from the Seller.


 


2.7. Should there is no
confirmation sent by the Seller, the order is considered unplaced.


 


3. Launch of
new products.


 


The Seller grants to the Buyer the right
to place [*] first orders free of Low Quality surcharge for a new product in
the existing package format or for the products in new Tetra Pak package
format.


 


	
  FOR AND ON BEHALF OF THE SELLER

  	
   

  
	
   

  	
   

  
	
  Date: 29/12/2009

  	
   

  	
  (Muehling W., Vice
  President, Sales Management)

  
	
   

  	
   

  
	
  FOR AND ON BEHALF OF THE BUYER

  	
   

  
	
   

  	
   

  
	
  Date: 29/12/2009

  	
   

  	
  (Sobel G., General manager)

  
					



 


 


	
  SELLER

  	
   

  	
  BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


Annex No. 3 to contract No.P10-1003


 


Goods Claim Routine.


1.
Composing a claim act.


 


1.1.      In
case the Buyer has any claims as per the quality and/or quantity of the Goods,
the Buyer shall call a committee consisting of not less than 3 representatives of the Buyer appointed by the general manager, which shall draw up a Claim Act with mandatory indication of the
following information:


 


·                  Company
name and address;


·                  Claim
Act number;


·                  Date
and time;


·                  List of committee representatives with titles;


·                  Date of
examination;


·                  Goods
description;


·                  Production
factory  name;


·                  P-Order number (assigned by Tetra Pak and stated on the reel label);


·                  ID number (assigned by Tetra Pak and stated on the reel label in column “ID”
or “Global ID”);


·                  Goods
type;


·                  Date of Goods manufacture “Production Date” (if exists on label);


·                  Reel number or Parcel number;


·                  Delivery
note #


·                  Date of arrival of the Goods to the Buyer;


·                  Packaging machine type (if Packaging Material used in production);


·                  Quantity of Goods not corresponding to contract;


·                  Description
of inconsistencies;


·                  Signatures of all committee representatives.


 


A recommended sample of the Claim Act form is stated
at the end of the present Annex.


1.2. The Claim Act shall be drawn up in not less
than two originals, one of which shall be sent to the Seller.


 


2. Storage of material.


 


The material shall then be moved to a separate
storage, placed on hold and stored according to the storage terms stipulated in
the contract P10-1003.


 


3. Actions of the parties.


 


3.1.
Buyer shall send the Claim Act and, in
case of quality claim, material samples (not less than 4 meters of roll packaging material in the
form of a roll, 20 samples of blank packaging material, in case
of complains on stiffness the samples should be folded up by creasing lines as
per package size; 20 samples of additional materials if it has
defects) to the Seller to the following address: Moscow, ul. Vilgelma Pika, 8.
Date of acceptance of the claim for consideration is to be the date of receipt
of official claim by the Seller.


 


3.2. Customer Service Representative of the Seller
will contact the Buyer within [*] hours once the claim is received to confirm the receipt of the claim.


 


3.3. Depending on the amount of
material claimed/under delivered, the nature of the defect, the size of the
order and the Buyer’s situation three different actions could be carried out:


 


3.3.1. If the nature of the defect
and the impossibility of the Goods’ usage are evident to Tetra Pak specialist,
the claim is accepted for consideration without sending Seller’s service
engineer to the Buyer’s production site.


 


 


	
  SELLER

  	
   

  	
  BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


3

















 


3.3.2. Urgent visit of Seller’s service engineer to
the Buyer’s production site to investigate the claim. In this case, the service engineer is sent
to the site at the time convenient for both parties. In case mutual consent was
not reached, the above mentioned period shall not exceed [*] working
days from the moment the claim is received.


 


3.3.3. Upon mutual agreement of the parties for the
article 3.3.2., claim may be investigated at the next production site visit by
the service engineer. In this case, the claim will be investigated
at the next site visit within [*] months from the date of
receipt of the claim.


 


3.4. At the time of the visit,
Seller’s service engineer investigates the possibility of using the Goods in
the filling line.


 


3.4.1. If service engineer confirms
that it is possible to use the Goods for production provided all adjustments
made to the packaging machine are within the limits specified in the respective
technical documentation supplied with the machine, the claim is rejected and the Buyer shall pay for the services
rendered during the machine adjustment under current service contract.


 


3.4.2. If service engineer confirms
that it is possible to use the Goods for production provided some of the
adjustments made to the packaging machine are outside the limits specified in
the respective technical documentation supplied with the machine, the claim is
rejected but the services rendered during the machine adjustment shall be for
the at the Seller’s expense.


 


3.4.3. If service engineer confirms
that it is impossible to use the Goods for production after filling machine
adjustments, the claim is rejected but the services rendered during the machine
adjustment shall be for the at the Seller’s expense.


 


3.5. If service engineer has made adjustments to the
packaging machine, the work report should list and detail the adjustments made.
A copy of the report is returned to the Customer Service Representative.


 


3.6.
Item 3.4 is not obligatory for application to quality claims referring to
non-correspondence of the images place on the Goods to those agreed upon with
the Buyer.


 


4. Claim decision.


 


4.1.
Upon accepting the claim for
consideration, Seller’s Customer Service Representative shall inform the
Buyer about the decision taken regarding the material claim:


· within [*] working
weeks from the receipt of the Claim Act for TP Moscow factory;


· within [*] working
weeks from the receipt of the Claim Act for other TP factories.


 


4.2.
In case there is no reply for the claim within period foreseen in the article
4.1, the claim is considered to be accepted by the Seller without any
objections and should be satisfied in full.


 


4.3.
In case the claim is accepted, the Seller should compensate the claimed/under
delivered material in accordance with the contract P10-1003 and to move the claimed material as per Buyer’s request in
the following order:


 


· for Buyers’ plants situated
within Moscow and Moscow region: in case full truck of claimed material is
available or within [*] months
from the date of the Buyer’s request, whatever happens first.


 


· for other WBD plants: in case
full truck of claimed material is available or within [*] months from the date of
the Buyer’s request, whatever happens first.


 


 


	
  SELLER

  	
   

  	
  BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


Annex No. 4 to contract No.P10-1003


 


	
  ТP Factories / WBD  Sites

  	
   

  	
  ОJSC

  “WBD

  Beverages”,

  Moscow

  	
   

  	
  ОJSC

  “WBD”,

  Moscow

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Anninskoe

  Moloko”,

  pgt  Anna

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Timashevsky

  Dairy”,

  Timashevsk

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Vladivostoksky

  Dairy”,

  Vladivostok

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Nizhegorodsky

  Dairy”,

  Nizhny

  Novgorod

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Sibirskoe

  Moloko”,

  Novosibirsk

  (railway)

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Sibirskoe

  Moloko”,

  Novosibirsk

  (auto)

  	
   

  	
  ОJSC

  “WBD”

  branch

  “EKDP”,

  Kursk region

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Manros-М”,

  Omsk

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Ufamolagroprom”,

  Ufa

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Baltijskoe

  moloko”,

  Saint-Petersburg

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Obninsky

  Dairy”,

  Obninsk

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Nazarovskoe

  Moloko”,

  Krasnoyarsk

  region

  (auto)

  	
   

  	
  ОJSC

  “WBD”

  branch

  “Nazarovskoe

  Moloko”,

  Krasnoyarsk

  region

  (railway)

  	
   

  
	
  Tetra Pak Kiev, Ukraine

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Lund, Sweden

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Moerdijk, Netherlands

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Wrexham, UK

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Gornji
  Milanovac, Yugoslavia

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Limburg, Germany

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak S.A.
  Rubiera, Italy

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak S.A., France

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Arganda, Spain

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Tubex, Portugal

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Tubex, Thailand

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Bericap, France

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Dijon, France

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Tetra Pak Moscow, Russia

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  



 


All periods are in
calendar days. Calendar days are working days, saturdays,  sundays, excluding national holidays.


 


The above mentioned
delivery periods are valid for fully-loaded transport facilities and may change
due to force-majeure circumstances.


 




	
  ПРОДАВЕЦ
  / SELLER

  	
   

  	
  ПОКУПАТЕЛЬ
  / BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


5

















 


	
   

  	
   

  	
  Annex No 1.1 is valid from
  01/02/2010 till 31/12/2010.

  



 


	
  NoNo

  	
   

  	
  Type of packaging material

  	
   

  	
  Package volume, ml

  	
   

  	
  Final price Seller’s warehouse
  (TP

  factory) EUR, Excl. VAT

  	
   

  	
  Printing  method

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery from: Tetra Pak Kiev
  (Ukraine), Moscow (Russia) / 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  TBA/jl

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7369 - 460

  	
   

  	
  200 ml Base

  	
   

  	
  [*] / 1000 packs

  	
   

  	
  Flexoprocess

  
	
  Add mats

  	
   

  	
  MPM LS Strip 8856-951-01

  	
   

  	
  Cosumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  TBA/jl

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7369 - 813

  	
   

  	
  1000 ml Slim

  	
   

  	
  [*] / 1000 packs

  	
   

  	
  Flexoprocess

  
	
   

  	
   

  	
  With Recap 3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Add mats

  	
   

  	
  MPM LS Strip 8856-951-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  IS PEP Strip 8865-967-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  PULL Tab Strip 8729-728-01

  	
   

  	
  Consumption:[*] km / 1000 packs

  	
   

  	
  [*] /km

  	
   

  	
   

  
	
   

  	
   

  	
  With Slim Cap

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Add mats

  	
   

  	
  MPM LS Strip 8856-951-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  IS PEP Strip 8865-963-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  PULL Tab Strip 8729-725-01

  	
   

  	
  Consumption:[*] km / 1000 packs

  	
   

  	
  [*] /km

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  TBA/jl

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7369 - 835

  	
   

  	
  1500 ml Slim

  	
   

  	
  [*] / 1000 packs

  	
   

  	
  Flexoprocess

  
	
   

  	
   

  	
  With Recap 3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Add mats

  	
   

  	
  MPM LS Strip 8856-951-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  IS PEP Strip 8865-967-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  PULL Tab Strip 8729-728-01

  	
   

  	
  Consumption:[*] km / 1000 packs

  	
   

  	
  [*] /km

  	
   

  	
   

  
	
   

  	
   

  	
  With Slim Cap

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Add mats

  	
   

  	
  MPM LS Strip 8856-951-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  IS PEP Strip 8865-963-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  PULL Tab Strip 8729-725-01

  	
   

  	
  Consumption:[*] km / 1000 packs

  	
   

  	
  [*] /km

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NoNo

  	
   

  	
  Type of packaging material

  	
   

  	
  Package volume, ml

  	
   

  	
  Final price Seller’s warehouse
  (TP

  factory) EUR, Excl. VAT

  	
   

  	
  Printing  method

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery
  from: Tetra Pak Kiev (Ukraine), Moscow (Russia) 

  
	
   

  
	
  4

  	
   

  	
  TBA/jl 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7369 - 705

  	
   

  	
  500 ml Slim

  	
   

  	
  [*] / 1000 packs

  	
   

  	
  Flexoprocess

  
	
  Add mats

  	
   

  	
  MPM LS Strip 8856-951-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  



 




	
  ПРОДАВЕЦ
  / SELLER

  	
   

  	
  ПОКУПАТЕЛЬ
  / BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


6

















 


	
   

  	
   

  	
  IS PEP Strip 8865-957-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  PULL Tab Strip 8729-724-01

  	
   

  	
  Consumption:[*] km / 1000 packs

  	
   

  	
  [*] /km

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery from: Tetra Pak
  Arganda (Spain)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  TPA/j  metalized

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7452-602

  	
   

  	
  330 ml Square

  	
   

  	
  [*] / 1000 packs

  	
   

  	
  Flexoprocess

  
	
  Add mats

  	
   

  	
  MPM LS Strip 8856-951-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  IS PEP Strip 8865-184-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  PULL Tab Strip 8729-722-01

  	
   

  	
  Consumption:[*] km / 1000 packs

  	
   

  	
  [*] /km

  	
   

  	
   

  
	
   

  	
   

  	
   OS OPP Strip 8873-149-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery from: Tetra Pak
  Wrexham (UK)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  TBA/lk

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6815 - 852

  	
   

  	
  2000 ml Slim

  	
   

  	
   

  	
   

  	
  Flexoprocess

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [*] / 1000 packs

  	
   

  	
   

  
	
  Add mats

  	
   

  	
  MPM LS Strip 8856-951-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
   IS PEP Strip 8865-967-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
  PULL Tab Strip 8729-728-01

  	
   

  	
  Consumption:[*] km / 1000 packs

  	
   

  	
  [*] /km

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery from: Tetra Pak Limburg (Germany)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  TPA/lk metalized

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7438 - 811

  	
   

  	
  1000 ml Square

  	
   

  	
   

  	
   

  	
  Flexoprocess

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [*] / 1000 packs

  	
   

  	
   

  
	
  Add mats

  	
   

  	
  LS Strip 8856-951-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  TPA/jll

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7134 - 811

  	
   

  	
  1000 ml Square

  	
   

  	
  [*] / 1000 packs

  	
   

  	
  Flexoprocess

  
	
  Add mats

  	
   

  	
  LS Strip 8856-951-01

  	
   

  	
  Consumption:[*] kg / 1000 packs

  	
   

  	
  [*] /kg

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NoNo

  	
   

  	
  Type of caps

  	
   

  	
  Quality

  	
   

  	
  Final
  price Seller’s warehouse (TP factory) EUR, Excl. VAT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery from: Russia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
   SlimCap for TBA 2000 ml, Slim

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8944-002-01 white

  	
   

  	
   

  	
   

  	
  [*] / 1000 pcs.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  SlimCap for TBA 1000ml, 1500ml Slim

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8944-001-01 white

  	
   

  	
   

  	
   

  	
  [*] / 1000 pcs.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  StreamCap for TPA 1000ml Sq

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8958-001-01 white

  	
   

  	
   

  	
   

  	
  [*] / 1000 pcs.

  	
   

  	
   

  
	
   

  	
   

  	
  8958-001-38 red

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery from: Sweden, France, Italy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  ReCap3 for TBA 1000ml

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8940-001-01 white

  	
   

  	
   

  	
   

  	
  [*] / 1000 pcs.

  	
   

  	
   

  



 




	
  ПРОДАВЕЦ
  / SELLER

  	
   

  	
  ПОКУПАТЕЛЬ
  / BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


7

















 


	
  NoNo

  	
   

  	
  Straw type

  	
   

  	
  Quantity

  	
   

  	
  Final
  price Seller’s warehouse (TP factory) EUR, Excl. VAT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery from: Tetra Pak Moscow
  (Russia)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  U straws, 150mm long, 4 mm diam 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  for TBA 200B Code:8775-145-02/03 white/transp

  	
   

  	
  1000 pcs

  	
   

  	
  [*] / 1000 pcs.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  U straws, 150mm long, 4 mm diam 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  for TBA 200B Code:8775-145-57 red-blue-white

  	
   

  	
  1000 pcs

  	
   

  	
  [*] / 1000 pcs.

  
	
   

  
	
  Delivery from: Tubex
  (Portugal, Thailand) 

  
	
   

  
	
  1

  	
   

  	
  T straws, 150mm long,5/6 mm diam 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  for TPA 330 Square 

  	
   

  	
  1000 pcs

  	
   

  	
  [*] / 1000 pcs.

  
	
   

  	
   

  	
  Code:8783-919-05 green/ Т15056 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 




	
  ПРОДАВЕЦ
  / SELLER

  	
   

  	
  ПОКУПАТЕЛЬ
  / BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


8
















 


ADDENDUM No 1


 


TO CONTRACT No
P10-1003 dated December 29, 2009


VENDOR
MANAGED INVENTORY


(VMI)


 




	
  Moscow

  	
   

  	
  29th of December, 2009

  






 


CJSC “Tetra Pak”, Moscow, hereinafter referred to as
the “Seller”, represented by the Vice
President, Sales Management Winfried Muehling  acting
on the basis of the power of attorney No 14-11/104 dated 01.01.2009, on the one part, and


 


ОАО
“Wimm-Bill-Dann Beverages”,
Ramenskoe, Russia, hereinafter referred to as the “Buyer”, represented by
Purchasing Director Lyubimov A.I., acting on the basis of Power of Attorney 149
m dd 01.07.2009, on the other part,


 


have
signed this Addendum No.1 (hereinafter referred to as the “Addendum”)
to Contract No P10-1003 dated 29.12.2009 (hereinafter referred to as the “Contract”) as follows:


 


1.              VMI PROGRAM


 


1.1        Vendor
Managed Inventory Program (“VMI Program”)
is applied by the Parties with the purpose to improve logistics of the Seller’s
packaging material supply by virtue of data sharing on a regular basis
regarding the Buyer’s demand in particular SKUs.


 


1.2        The
Parties hereby agree to use order placement procedure described herein as
applied to the following packaging material SKUs (hereinafter referred to as “SKUs”):


 


Tera
Brick Aseptic 1000 ml Slim
for the following designs:


 


·      LS, Orange


·      LS, Apple


·      LS, Tomato


·      LS, Grape-Peach-Apple


·      LS, Apricot-Grape-Apple


·      LS, Grape-Cherry-Apple


·      LS, Grape-Apple


·      LS, Grape-Strawberry-Apple


·      LS, Grapefruit-Lemon


·      LS, Pineapple


·      LS,
Multifruit (w/o vitamins)


·      LS, Red Grape


·      LS
Grapefruit-Lemon-Mint (Icy Grapefruit)


·      LS
Apple-Banana-Pear-Kiwi (Winter Story)


·      LS Lemon Black Tea


·      LS Peach Black Tea


·      LS Lemon Green Tea


·      LS Apple-Carrot with vitamins


·      LS
Orange-Apple-Carrot-Lemon with vitamins


·      LS Peach-Orange with vitamins


·      LS Multifruit with vitamins


·      LS Apple-Hips with vitamins


 


Tetra
Brik Aseptic 1500 ml Slim for
the following designs:


·      J7 Orange


·      J7 Tomato


·      J7 Green apple


·      J7 Peach


·      LS Apple-Hips with vitamins


·      LS
Orange-Apple-Carrot-Lemon with vitamins


·      LS Multifruit with vitamins


·      LS, Orange


·      LS, Apple


·      LS, Peach-Apple


 




	
  ПРОДАВЕЦ
  / SELLER

  	
   

  	
  ПОКУПАТЕЛЬ
  / BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


9

















 


·      LS,
Multifruit (w/o vitamins)


 


1.3         The
order placement procedure for the VMI Program implies that the Seller supplies
to the Buyer the SKUs included in the VMI Program on the replenishment basis,
at the same time the Buyer does not need to place separate purchase orders. The
quantity of the packaging material to be supplied is determined according to
the Buyer’s rolling forecast subject to his production needs.


 


2.              DELIVERY TERMS


 


2.1        As
an obligatory condition for the deliveries of packaging material as per this
Agreement, the Buyer shall provide to the Seller the data regarding the Buyer’s
demand in SKU on a weekly basis.


 


2.2        Every
Monday (before 23:59, Moscow time) the Buyer shall e-mail the following data
(Annex 1) to the Seller:


·                  The
Buyer’s calculated weekly consumption per each SKU during each of the
subsequent [*] weeks (“Rolling Forecast), this forecast does not include the
data for a current week; and


 


·                  The
Buyer’s stock level for each SKU included in VMI Program at the end of the
previous week excluding any stock, which the Buyer is not using and in respect
of which it has notified the Seller of a claim; and


 


·                  The
Buyer’s actual consumption of each SKU during the previous week.


 


2.3        Rolling
Forecasts are not subject to amendments within the current week. All changes
shall be introduced in the following Rolling Forecast.


 


2.4        According
to the above data, the Seller effects shipments. SKU deliveries are effected
subject to the Contract provisions, but for all that par. 1.2, 4.4,
5.3.1-5.3.5, 5.5, 5.8 and 10.3. of the Contract are not subject to use.


 


2.5        Every
week the Seller provides to the Buyer a shipment schedule of each SKU for the
following week.


 


2.6        The
particular shipment dates for the following week are determined by the Seller.
The Seller informs the Buyer of the above dates not later that Thursday,
current week (till 12:00, Moscow time).


 


2.7        On
the Buyer’s demand shipment dates for the following week might be changed but
only subject to early request from the Buyer (not letter than Friday, current
week till 12:00, Moscow time). In this case the Seller informs the Buyer of the
new shipment dates for the next week not later than that Friday, till 17:00,
Moscow time. The changes in shipment schedule for the current week is not
allowed.


 


2.8        Transitional
period. After the signing of this Agreement (after the VMI Program commences),
the Seller stops to accept the Buyer’s orders for SKUs. All orders placed
before the VMI Program start are to be fulfilled by the Seller under the
Contract provisions. The Seller replenished the Buyer’s warehouse taking into
account the already placed orders.


 


2.9        The
Seller shall supply SKUs with a full truck load unless otherwise stipulated
herein or agreed with the Buyer.


 


2.10  The
Seller shall provide at the Buyer’s production site the agreed minimum stock
level of packaging material for each SKU, but not more than the maximum lever
at any time of this Addendum starting from the first delivery of packaging
material under VMI Program.


 


2.11  The
Parties hereby agree on minimum and maximum stock levels for each SKU (valid
from the first delivery under VMI Program):


[*]


 


2.12  The
agreed stock levels shall correspond to product safekeeping terms, and delivery
time and conditions (i.e. full truck loads) from the Seller’s warehouse.
However the Seller is entitled not to provide full truck loads in case an
urgent shipment is required in order to meet the minimum stock level.


 


2.13  If
at any time the Buyer becomes aware that, on ongoing basis, it requires more or
less packaging material of a specific SKU than it has been forecasted, it shall
immediately notify the Seller of the required additional quantity and when and
for how long such amount will be required.


 


2.14  The
Seller obliges to assume all possible measures to avoid the production of such
quantity of packaging material that exceeds the Buyer’s needs due to the sudden
decrease of production, cancellation of designs (SKUs), and/or design changes.


 


At the same time, the
Buyer shall accept the delivery and pay for the packaging material produced by
the Seller according to such a Rolling Forecast with the maximum [*] quantity
and which was provided not earlier than [*] weeks before the Buyer’s
notification of design changes or cancellation of VMI Program for certain SKU.


 


2.15  In
cases mentioned in par. 2.14 the seller is entitled to effect the deliveries of
packaging material by equal shipments within [*] weeks after the Buyer’s
notification of design changes or cancellation of VMI Program.


 


3.             DESIGN CHANGES


 


3.1.      If
the Buyer plans to change the current design version of the SKU, he shall give
at least [*] weeks notice in writing to the Seller before the SKU with
the new design will start be using..


 




	
  ПРОДАВЕЦ
  / SELLER

  	
   

  	
  ПОКУПАТЕЛЬ
  / BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


10

















 


3.2.      The
above notification is sent with the Information in par. 2.2. If the
notification is received later, then a [*] period commences from the next Monday.
The notification received via e-mail is deemed as delivered to the Seller.


 


3.3.      In
case the Buyer fails to comply with the above term (par. 3.1.), the Seller Is
entitled to place production orders with an old design version in accordance
with the Rolling Forecasts in order to provide the minimum stock level. The
Buyer shall accept the delivery and pay for such packaging material produced by
the Seller under the Contract provisions.


 


3.4.      In
accordance with par. 2.14 the Buyer shall accept the delivery and pay for such
packaging material produced by the Seller in accordance with the Rolling
Forecasts of the Buyer, received before the notification about design changes.
The Seller shall to stop order placing with old design version to the
converting factory and also has to stop production of the already placed
orders. But the Seller could continue to produce such orders with old design
version for liability fulfillment according i.2.10.


 


4                LIABILITY.


VMI PROGRAM TERMINATION


 


4.1.     The
Buyer is responsible for the accuracy of information he is providing to the
Buyer, and the Seller shall not be liable for any negative consequences for the
stock levels or any other negative consequences for the Buyer if this
information is inaccurate.


 


4.2.     If
the Buyer fails to provide the required information for one week during any
period, the Parties shall jointly endeavour to solve any difficulties arising,
at the same time the Buyer’s entitlement to the VMI Program shall not be
affected. However, if the Buyer fails to provide information for two or more
weeks within any period, the Seller shall have the right to withhold the VMI
Program.  The Seller in this case should
notify the Buyer in written.


 


4.3.     Upon
the Seller’s termination of the VMI Program the Seller provides following
information to the Buyer:


·    current stock;


·    planned production;


·    stock in transit,


and the Buyer shall
accept the delivery of produced packaging material under par 2.14 and 2.15.


 


4.4.     The
Seller shall be responsible for maintaining quantities of the SKU within the
agreed minimum and maximum stock level of the Buyer (par. 2.11) unless
otherwise agreed.


 


4.5.     Where
the Seller produces a quantity of the SKUs over and above the maximum stock
level, the Seller shall store such additional quantity at his own premises, or
premises of any third party at his own expense. This paragraph is not
applicable if the Seller supplied packaging material above the maximum stock
level in order to meet the Buyer’s production needs according to his Rolling
Forecasts as well as in cases mentioned in par. 2.14 -2.15, 3.4.


 


4.6.     If
at any time the Buyer fails to maintain the minimum stock level of an SKU
eligible for the VMI Program, the Seller shall immediately supply this SKU in a
sufficient quantity to maintain the minimum stock level. The Buyer is entitled
to charge the Seller with a penalty in the amount set in the par.5.7. of the
Contract on the price of not-delivered packaging material for each day of delay
till the moment the minimum stock level is provided. Such penalty starts from
the week that follows the one when the stock level decreased below the minimum
level provided that this level was not filled up by the Seller till such a
week.


 


5.              OTHER TERMS


 


5.1.           All
Contract provisions not included herein, are subject to no alteration.


 


5.2.           The
Addendum becomes effective from 01.01.2010.


 


5.3.           All
agreements, negotiations and correspondence on the contractual issues between
the Parties preceding the time of the Addendum signing, become null and void
after the signing of the Addendum.


 


5.4.           This
Addendum is drawn up in two equally valid copies and forms the integral part of
the Contract.


 


 


FOR AND ON BEHALF OF THE SELLER


 


	
  Date:

  	
  .

  
	
   

  	
  (Winfried Muehling, Vice President, Sales
  Management)

  



 


 


FOR AND ON BEHALF OF THE BUYER


 


	
  Date:

  	
  .

  
	
  (Lyubimov A.I., Purchasing
  Director

  



 


 




	
  ПРОДАВЕЦ
  / SELLER

  	
   

  	
  ПОКУПАТЕЛЬ
  / BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


11