exv10w102






Exhibit 10.102



Carter Holt Harvey Packaging Pty Limited



Whakatane Mill Limited



Supply
Agreement (AU)



Carton
Board





 









 








	 	 	Date May 4, 2010
	 
	 	 	Parties
	 
	 	 	Carter Holt Harvey Packaging Pty Limited ABN 77 000 638 353 Carton Australia
Division (CHH)
	 
	 	 	Whakatane Mill Limited (WML)
	 
	 	 	Background
	 
	

    A    WML has agreed to supply to CHH, and CHH has agreed to purchase from WML, various
grades of carton board product.
	 
	
B    This Agreement sets out the terms and conditions of that supply and purchase.
	 
	 	 	Agreed terms May 4, 2010
	 
	1	 	Interpretation
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	Calendar Year means the 12 month period commencing on each 1 January of the Term.
	 
	 	 	Commencement Date means the date of closing under the asset purchase agreement between
Carter Holt Harvey Limited and WML dated on or about the date of this Agreement.
	 
	 	 	DDU has the meaning given to that term in Incoterms 2000.
	 
	 	 	Force Majeure Event means any or all of the following events or occurrences and the
effects thereof: act of God or public enemy, flood, earthquake, storm, cyclone, tornado,
hurricane, lightning, fire, explosion, epidemic, war, embargo, riot or civil disturbance,
strike or other labour dispute, sabotage, expropriation, delays at port, confiscation or
requisitioning of facilities, order or temporary or permanent injunction of any duly
constituted court of competent jurisdiction and any other matter or event which is beyond
the control of a party (but excluding the payment of money for any reason) and of which
that party could not take reasonable measures to prevent or mitigate the effects.




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	 	 	Group means CHH and each of its related companies (as that term is defined in section 2(3) of the
Companies Act 1993, amended such that the term “company” where used in that section includes any
corporate entity wherever incorporated), but excluding WML.
	 
	 	 	KPIs means the key performance indicators set out in Annexure B.
	 
	 	 	Maximum Annual Volume means:






	 	(a)	 	during the first Year of the Term, 35,000 tonnes; and
	 
	 	(b)	 	during every Year from the first anniversary of the Commencement Date, the lesser of:






	 	(i)	 	35,000 tonnes; and
	 
	 	(ii)	 	1.2 times the total aggregate volume of all Products which CHH purchased from the Mill during the immediately preceding Year,
	 
	 	(iii)	 	calculated on each anniversary of the Commencement Date.






	 	 	Mill means WML’s mill at Whakatane.
	 
	 	 	Minimum Share of Wallet Percentage means a Share of Wallet Percentage of 60%.
	 
	 	 	Price List means the prices for the Products set out in clause 5.2, or such other prices as may be
agreed between the parties, including as a result of the review process under clause 5.3.
	 
	 	 	Pricing Principle means the underlying principle that the prices for the Products price should
reflect the price available as at the commencement of the Six Month Period to the CHH Division
known as Carton Australia in the open market to buy the volumes contemplated in this Agreement if
this Agreement did not exist, but subject always to the following:






	 	(a)	 	the price for the Product called Formakote Natura and White:






	 	(i)	 	where such Product is used as equivalent to greyback or
whiteback board, shall reflect the price available for equivalent
greyback or whiteback board;
	 
	 	(ii)	 	where such Product is intended for an end use that requires a kraft
FBB, shall reflect the price available for equivalent greyback or
whiteback board plus a premium that reflects the price of an
equivalent kraft FBB;






	 	(b)	 	the price for the Product called Formakote Sherpa and Spectra shall reflect the price
available for equivalent carrier board and coated kraft back board; and
	 
	 	(c)	 	the price available to CHH in the open market will be assessed taking into account the
forecast requirements of CHH for Products over the relevant period as specified in the most
recent forecast submitted to WML on the basis referred to in clause 4.1(c).






	 	 	Products means each of the carton board products listed in Annexure D.




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	 	 	Share of Wallet Percentage means Total WML Tonnes divided by Total AU Group Tonnes during
the relevant period (expressed as a percentage).
	 
	 	 	Six Month Period means a six month period commencing on 1 January or 1 July.
	 
	 	 	Specifications means the specifications for the
Products as set out in Annexure C.
	 
	 	 	Standard Terms means the standard terms and conditions of sale set out in Annexure A, as
may be amended from time to time.
	 
	 	 	Term has the meaning given to it in clause 2.
	 
	 	 	Total AU Group Tonnes means the total in tonnes of carton board purchased by the Group
from third parties (including WML) for the Group’s Australian business during the
relevant period.
	 
	 	 	Total WML Tonnes means the total in tonnes of:






	 	(a)	 	Products purchased by CHH from WML during the relevant period under this
Agreement; and
	 
	 	(b)	 	carton board purchased by the Group’s Australian business during the
relevant period in respect of which a customer of the Group’s Australian business
specifies supply from a supplier other than WML.






	 	 	Year means a 12 month period commencing on the Commencement Date or any anniversary of
the Commencement Date.
	 
	1.2	 	Interpretation
	 
	 	 	In this Agreement, except where the context otherwise requires:






	 	(a)	 	the singular includes the plural and vice versa, and a gender includes
other genders;
	 
	 	(b)	 	another grammatical form of a defined word or expression has a
corresponding meaning;
	 
	 	(c)	 	a reference to a clause, paragraph or annexure is to a clause or
paragraph of, or annexure to, this Agreement, and a reference to this Agreement
includes any schedule or annexure;
	 
	 	(d)	 	a reference to a document or instrument includes the document or
instrument as novated, altered, supplemented or replaced from time to time;
	 
	 	(e)	 	a reference to time is to New Zealand time;
	 
	 	(f)	 	a reference to months is to calendar months;
	 
	 	(g)	 	a reference to a party is to a party to this Agreement, and a reference to
a party to a document includes the party’s executors, administrators, successors and
permitted assigns and substitutes;




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	 	(h)	 	a reference to a person includes a natural person, partnership, body
corporate, association, governmental or local authority or agency or
other entity;
	 
	 	(i)	 	a reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of any of them; and
	 
	 	(j)	 	a reference to Australian dollars, dollars, AU$ or $ is a reference to
the lawful currency of Australia.






	2	 	Term
	 
	 	 	This Agreement will commence on the Commencement Date and will continue thereafter
until terminated in accordance with clause 10 or clause 12 (Term).
	 
	3	 	Purchase and Supply
	 
	3.1	 	Products
	 
	 	 	CHH agrees to purchase, and WML agrees to supply, the Products in accordance with
the Specifications and the terms of this Agreement.
	 
	3.2	 	Product volumes and exclusivity






	 	(a)	 	CHH will use reasonable endeavours to promote and use the Products supplied by
WML pursuant to this Agreement in the manufacturing of its packaging products.
	 
	 	(b)	 	For each Year, CHH will purchase Products from WML under this Agreement
at not less than the Minimum Share of Wallet Percentage, provided that CHH will not
be obliged to purchase, and WML will not be obliged to supply, more than the Maximum
Annual Volume in each Year. CHH will be required to provide WML with a calculation
of the actual Share of Wallet Percentage (and such other supporting information as
WML may reasonably require including written evidence that any customer of CHH has
requested the supply of carton board from a supplier other than WML) within one
month of the end of the relevant Year. For the purposes of calculating the Share of
Wallet Percentage, the Total WML Tonnes and Total AU Group Tonnes during the
relevant period will be calculated on the same basis.
	 
	 	(c)	 	If the actual Share of Wallet Percentage for a Year is not less than 60%:






	 	(i)	 	CHH has the exclusive right (without competition from any
bid from WML whether through itself or through a third party) to bid for new
or re-tendered packaging accounts which are predicted to use at
least 300 tonnes of Products per year; and
	 
	 	(ii)	 	CHH will invite WML (on a non-exclusive basis) to submit a
proposal to supply Products to CHH for such bid,






	 	 	 	provided that if CHH does not intend to bid for such new or re-tendered




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	 	 	 	packaging accounts on the basis of WML’s proposal and supply the relevant
packaging products using the Products, CHH will promptly advise WML in writing and
WML will be entitled to put forward its own bid for any such packaging account,
whether itself or through a third party, using the Products. If at any time during
the Term, the Total WML Tonnes during the preceding Year are less than 60% of the
Total AU Group Tonnes during that period, then CHH immediately and permanently
loses the above right to exclusivity.
	 
	 	(d)	 	In the event of a change in control (as that term is defined in clause
11.3) of either party, the rights and obligations of the parties under clause 3.2(c)
will automatically terminate and the provision will cease to be of further force or
effect (but without affecting the rights and obligations of the parties, or
relieving them of any liability, in respect of prior events).






	3.3	 	Variation to Products and/or grades
	 
	 	 	WML may withdraw any Product or grade of Product on providing six months written
notice to CHH. To avoid doubt, the addition or withdrawal of Products and/or grades of
Products does not affect the Maximum Annual Volume.
	 
	3.4	 	On-sales prohibited
	 
	 	 	CHH must not sell more than 200 tonnes of Product purchased under this Agreement in
any Year without the prior written consent of WML provided that CHH will always be
entitled to sell Product to any company within the Group. For avoidance of doubt, selling
Product as waste or in a form converted or incorporated into CHH’s packaging products
will not constitute a sale of Product for the purposes of this clause.
	 
	4	 	Orders
	 
	4.1	 	Forecasts






	 	(a)	 	At least one month prior to the commencement of WML’s next scheduled production
cycle for the Products (as notified by WML), CHH will provide to WML a detailed
written monthly rolling forecast of the projected grades/grammages for each of the
Products for at least the next 12 months.
	 
	 	(b)	 	WML will provide CHH with regular advice as to the scheduled production
dates for the Products.
	 
	 	(c)	 	WML acknowledges that forecasts provided by CHH are not binding on CHH.
CHH will ensure that any forecast is made in good faith and after due care and
consideration of all relevant factors relating to CHH’s expected requirements for
Products for the applicable forecast period.




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	4.2	 	Orders






	 	(a)	 	CHH will provide WML with written binding orders for each grade of the Products
at least two weeks prior to the commencement of WML’s nominated manufacturing date
for the grade of Product based on the scheduled production dates advised by WML
pursuant to clause 4.1(b). CHH is entitled to place multiple orders in each monthly
period and WML will be obligated to supply orders placed by CHH in accordance with
this clause 4.2(a) for up to the forecasted volume of Products for that month.
Unless otherwise agreed in writing with WML, CHH shall not be entitled to order more
than 110% of the forecasted volume of Products for that month.
	 
	 	(b)	 	Each written order must comply with the ordering standards as agreed
between the parties and as amended from time to time.
	 
	 	(c)	 	Each written order must state a location for delivery of the manufactured
Products.






	4.3	 	Orders in excess of forecasted and Maximum Annual Volume






	 	(a)	 	If the aggregate of CHH orders for Products in any month is in excess of the
forecasted volume for Products for that month, WML will use its reasonable
endeavours to fulfil any such orders. WML will advise CHH as soon as reasonably
practicable if it is unable to fulfil any amount of any order over the monthly
forecasted volume. WML agrees that CHH will not be unequally discriminated against
in relation to WML’s other customers, in the allocation of any supply of the
Products.
	 
	 	(b)	 	WML is not obliged to supply more than the Maximum Annual Volume in any
Year.






	5	 	Price and Delivery
	 
	5.1	 	Price and delivery
	 
	 	 	During the Term, CHH must pay for each grade of Product in accordance with the price
for that Product in the Price List. Each price is quoted DDU to a location in Melbourne,
Sydney or Adelaide nominated by CHH as part of its order. If CHH requests delivery to any
other location, the price may be adjusted to reflect the additional freight cost, and the
adjusted price will be charged to CHH upon acceptance of the order.
	 
	5.2	 	Initial Price List






	 	(a)	 	The Price List from the Commencement Date until the review of the Price List in
accordance with clause 5.3 is contained in Annexure D.
	 
	 	(b)	 	In the event that there is a rebate arrangement with a specific customer
for which CHH supplies product using Products supplied by WML (including an
arrangement entered into before the Commencement Date), the parties will agree any
rebate to be paid in relation to Products supplied for use by CHH in the supply of
products for that specific




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	 	 	 	customer over a particular period (Rebate Amount). Not less than 20 days prior to
the expiry of the period in respect of which a Rebate Amount applies, the parties
will discuss whether a new Rebate Amount will be applied for that specific
customer. If the parties are unable to reach agreement on a new Rebate Amount
prior to the expiry of such period, then they will cease to have any further
obligations to discuss or agree such new Rebate Amount (and, for the avoidance of
doubt, the matter in dispute may not be referred for determination under clause
5.4 or clause 9).






	5.3	 	Review of Price List
	 
	 	 	Two months prior to 30 June and 31 December of each Calendar Year of the Term, WML
will review the prices of the Products in conjunction with CHH and the prices will be
adjusted in accordance with the Pricing Principle (unless the parties have agreed in
writing to a different price to apply to any particular supply under this Agreement).
Once finalised, WML will provide the new Price List to CHH at least four weeks prior to
30 June and 31 December of each Calendar Year of the Term and the new Price List will
apply to all shipments of Products scheduled to depart the New Zealand port on or after
the first day of the next Six Month Period. The scheduled departure date will be as
specified in the order acknowledgement.
	 
	5.4	 	Pricing Disputes
	 
	 	 	If the parties are unable to agree the new Price List within four weeks of the date
on which the parties commence their review of the prices of the Products, the matter will
be referred to an independent expert for determination in accordance with clause 5.5
(Independent Expert). The parties will provide the Independent Expert with such
information as may be reasonably requested. The Independent Expert must determine the new
Price List within 14 days following appointment. The determination of the Independent
Expert will be final and binding on the parties, save for manifest error, and the new
Price List will apply to all shipments of Products scheduled to depart the New Zealand
port on or after the first day of the relevant Six Month Period. The scheduled departure
date will be as specified in the order acknowledgement.
	 
	 	 	On resolution of any dispute related to the Price List, the parties will pay or credit,
as appropriate, to account for any backdated changes to the Price List.
	 
	5.5	 	Independent Expert
	 
	 	 	The Independent Expert will be appointed in accordance with the following
provisions:






	 	(a)	 	the Independent Expert will be appointed by both parties or, where the
parties cannot agree within 14 days, appointed by:






	 	(i)	 	in relation to disputes regarding pricing, the chairperson
of the Auckland branch of the Institute of Chartered Accountants of New
Zealand; and
	 
	 	(ii)	 	in relation to all other disputes, the President of the New Zealand Law
Society;




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	 	(b)	 	the Independent Expert will act as an expert and not as an arbitrator and
the law relating to arbitration will not apply to the Independent Expert’s
determination; and
	 
	 	(c)	 	the costs and expenses of the Independent Expert will be shared by the
parties equally.






	5.6	 	Delivery method and time
	 
	 	 	The Products will be delivered by WML in reels. WML will not deliver orders of
Products in instalments unless WML has first obtained CHH’s consent (such consent not to
be unreasonably withheld or delayed). The Products are to be delivered to CHH during
normal working hours unless otherwise agreed, and in accordance with normal industry
delivery practices. A delivery docket and certificate of analysis will accompany every
delivery. For avoidance of doubt, any terms and conditions contained in any delivery
docket shall not be binding on the parties unless agreed in advance and in writing to be
binding. Any certificate of analysis provided is subject to the terms and conditions
stated on the certificate, and relates solely to the tested sample. CHH shall be entitled
to produce the certificate, upon request, to a customer of CHH, provided that:






	 	(a)	 	CHH draws the customer’s attention to both the terms and conditions of
the certificate of analysis and the certificate of analysis applying solely in
relation to a tested sample; and
	 
	 	(b)	 	the customer confirms its acceptance of those terms and conditions.






	5.7	 	WML not to warehouse
	 
	 	 	Products made to order will be delivered as soon as practicable after manufacture on
a DDU basis to a location in either Melbourne, Sydney or Adelaide nominated by CHH as
part of its order. If CHH nominates a delivery point that is an intermediate warehouse or
other storage facility, CHH will be liable for all storage and associated costs
(including without limitation, any on-freight costs) connected with that facility.
	 
	6	 	Service Levels
	 
	6.1	 	Specifications and KPIs






	 	(a)	 	All Products supplied by WML under this Agreement must meet the Specifications.
	 
	 	(b)	 	WML must not make any change to the Specifications, other than a minor or
immaterial change, without the prior written consent of CHH.
	 
	 	(c)	 	WML will meet or exceed the KPIs under this Agreement.






	6.2	 	Quarterly reviews






	 	 	Both parties agree to formally meet quarterly to review service levels in relation
to the KPIs and other operational matters pertaining to this Agreement. WML




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	 	 	will monitor and report on WML’s performance of its obligations under this Agreement
against the KPIs at the quarterly reviews.


	6.3	 	Failure to meet KPIs
	 
	 	 	Where WML does not meet a KPI in accordance with clause 6.1 the parties’ respective
nominated representatives will promptly meet to discuss the reasons why the KPI was not
met. The representatives must then use their reasonable endeavours to develop and agree
within 7 days a plan to rectify the error and identify what can be done by WML and CHH to
ensure the KPI is met in the future.
	 
	6.4	 	Continued failure to meet KPIs
	 
	 	 	Where






	 	(a)	 	WML has failed to meet the target for a specific KPI for three
consecutive months or five months in a Year; and
	 
	 	(b)	 	such failures have had a material adverse impact on CHH’s business or
operations,






	 	 	then such failures will constitute a material breach of this Agreement for the purposes
of clause 10.2 of this Agreement.
	 
	7	 	Liability
	 
	7.1	 	Limited liability per claim
	 
	 	 	Subject to clauses 7.2 and 7.3, the liability of either party under this Agreement
shall be limited to the aggregate of:






	 	(a)	 	the value of the actual Products to which the claim relates; and
	 
	 	(b)	 	$100,000,






	 	 	per claim or series of related claims.
	 
	7.2	 	Liability for gross negligence, wilful act or omission
	 
	 	 	The liability of either party where, and to the extent that, the losses or damages
of the other party are caused by the liable party’s gross negligence or wilful act or
wilful omission shall not be subject to the limitations in clauses 7.1 and 7.5.
	 
	7.3	 	Limited aggregate liability
	 
	 	 	Other than in respect of CHH’s obligation to pay the price for all Products ordered
and invoiced, the liability of either party under this Agreement shall be limited in any
Year to $3.0 million.
	 
	7.4	 	Defective Products
	 
	 	 	Subject to clause 7.1, where there is a valid claim by CHH in relation to defective
Products, WML will be entitled to replace or repair any defective Products instead of
refunding the price for such Products, unless CHH, acting




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	 	 	reasonably, has given advance notice to WML in writing that CHH requires a refund for
such Products.






	7.5	 	Exclusion of liability
	 
	 	 	Subject to clause 7.2, each party shall not in any circumstances be liable to the
other party for any loss of profits or indirect or other consequential loss or damage
(including any loss of: business income; profits; revenue; customers; penalties; fines;
damages for personal injury; use of an asset; production; contract; goodwill; or loss or
corruption of data and additional finance or interest costs) in relation to this
Agreement.
	 
	8	 	Payment Terms
	 
	8.1	 	Supply on Standard Terms
	 
	 	 	The Standard Terms will apply to the sale of the Products by WML. To the extent that
there is any inconsistency between the terms of this Agreement and the Standard Terms,
the terms of this Agreement will apply.
	 
	8.2	 	Payment by CHH
	 
	 	 	CHH must pay for all Products ordered and invoiced by WML no later than the last day
of the month following the date of the any invoice (as defined in the Goods and Services
Tax Act 1985).
	 
	9	 	Dispute resolution process
	 
	9.1	 	Procedure
	 
	 	 	If any dispute arises between the parties under or in connection with this Agreement
(other than a pricing dispute under clause 5.4):






	 	(a)	 	the dispute must initially be referred to the parties’ respective
nominated representatives who are responsible for the management of this Agreement;
	 
	 	(b)	 	the representatives must then use their reasonable endeavours to resolve
the dispute; and
	 
	 	(c)	 	if the parties’ representatives are unable to resolve the dispute within
30 days of the referral, or such other period as is agreed in writing, the dispute
must be referred to the parties’ respective Chief Executives who will use their
reasonable endeavours to resolve the dispute within 10 days.






	9.2	 	No resolution
	 
	 	 	If the dispute cannot be resolved by the parties’ respective Chief Executives within
the time period specified in clause 9.1(c), either party may require the dispute to be
referred to an Independent Expert. The Independent Expert’s decision will be final and
binding on the parties, save for manifest error.




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	9.3	 	Confidentiality
	 
	 	 	The parties will hold confidential, unless otherwise required by law or at the
direction of a court of competent jurisdiction, all information relating to the subject
matter of the dispute as disclosed during or for the purposes of dispute resolution under
this clause 9.
	 
	10	 	Termination
	 
	10.1	 	Termination without cause
	 
	 	 	At any time after 31 December 2013, either party may terminate this Agreement by
giving a minimum of 12 months written notice of termination to the other party.
	 
	10.2	 	Termination with cause
	 
	 	 	A party may terminate this Agreement with immediate effect by giving written notice
to the other party if:






	 	(a)	 	that other party commits any material breach of this Agreement that is
not capable of being remedied;
	 
	 	(b)	 	that other party commits any material breach of this Agreement that is
capable of being remedied, and then fails to remedy the breach within 30 days after
receiving notice requiring it to do so;
	 
	 	(c)	 	that other party ceases to be able to pay its debts as and when they
become due or ceases to carry on business; or
	 
	 	(d)	 	any step is taken to appoint a receiver, a receiver and manager, a
provisional liquidator, a liquidator, an administrator or other like person of the
whole or part of that other party’s assets, operations or business, or any action is
taken by any person that is analogous to the foregoing.






	11	 	Assignment
	 
	11.1	 	No assignment without consent
	 
	 	 	This Agreement may be assigned by either party subject to approval in writing from
the other party. This approval is not to be unreasonably withheld and shall be given if:






	 	(a)	 	the party requesting approval (Requesting Party) proves to the reasonable
satisfaction of the other party that the proposed assignee is respectable,
responsible and has the financial resources to meet the Requesting Party’s
obligations under this Agreement; and
	 
	 	(b)	 	all amounts due and payable by the Requesting Party under this Agreement
have been paid and there is not any subsisting material breach of the Requesting
Party’s obligations under this Agreement.




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	11.2	 	Assignment to related companies
	 
	 	 	Notwithstanding clause 11.1 or clause 11.3, either party may assign or otherwise
transfer without the approval of the other party any right or obligation arising out of
this Agreement to any entity who is (directly or indirectly) owned or controlled by Mr.
Graeme Richard Hart.
	 
	11.3	 	Change in Control
	 
	 	 	A change in control of either party will be deemed to be an assignment for the
purposes of this clause 11. For the purposes of this Agreement, change in control means:






	 	(a)	 	where a party ceases to be controlled directly or indirectly by Mr.
Graeme Richard Hart;
	 
	 	(b)	 	where there is a change in direct or indirect control of a party (but,
for the avoidance of doubt, if a party is controlled directly or indirectly by Mr
Graeme Richard Hart, there will not be a change in control of that party arising
from any transfer or other transaction if, following that transfer or transaction,
that party continues to be controlled directly or indirectly by Mr. Graeme Richard
Hart);
	 
	 	(c)	 	a sale of the majority of the assets comprising the Mill to a third party
who is not controlled directly or indirectly by Mr. Graeme Richard Hart; or
	 
	 	(d)	 	a sale of the majority of the assets comprising the CHH Division known as
Carton Australia to a third party who is not controlled directly or indirectly by
Mr. Graeme Richard Hart.






	11.4	 	Obligation to assign
	 
	 	 	Subject always to clause 11.1, WML must assign or novate this Agreement to a third
party purchaser of the majority of the assets comprising the Mill.
	 
	12	 	Force Majeure
	 
	 	 	Neither party will be liable for any failure to perform its obligations under this
Agreement where such failure is due to a Force Majeure Event, provided that the affected
party:






	 	(a)	 	promptly notifies the other party of the cause arising;
	 
	 	(b)	 	uses its reasonable endeavours to overcome or work around such cause and
to minimise its effects; and
	 
	 	(c)	 	uses its reasonable endeavours to resume performance of the obligation
frustrated by such cause as soon as such cause has abated.






	 	 	Either party may terminate this Agreement in whole or in part to the extent the other
party’s performance of its obligations under this Agreement is materially affected by a
Force Majeure Event lasting more than 20 days.




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	13	 	Notices
	 
	13.1	 	Particulars for notices
	 
	 	 	The particulars for delivery of notices are initially:






	 	(a)	 	Carter Holt Harvey Packaging Pty Limited





	 	 	 	 	 

	 

	 	Address:
	 	25 Ricketts Road

Mt Waverley

VIC 3149

Australia
	 
	 	 	 	 
	 

	 	Attention:
	 	Geoff Harris
	 
	 	 	 	 
	 

	 	Telephone:
	 	00 61 3 9544 0255
	 
	 	 	 	 
	 

	 	Facsimile:
	 	00 61 3 9543 7328
	 
	 	 	 	 
	 

	 	Email:
	 	Geoff.Harris@au.chh.com
	 
	 	 	 	 
	 	 	Copy to each of the persons named below:
	 
	 	 	 	 
	 	 	Carter Holt Harvey Limited
	 
	 	 	 	 
	 

	 	Address:
	 	173 Captain Springs Road

Te Papapa

Private Bag 92-106

Auckland 1142

New Zealand
	 
	 	 	 	 
	 

	 	Attention:
	 	Business Legal Counsel — Pulp, Paper and Packaging
	 
	 	 	 	 
	 

	 	Facsimile:
	 	00 64 9 633 0601
	 
	 	 	 	 
	 	 	Rank Group Limited
	 
	 	 	 	 
	 

	 	Address:
	 	Level Nine

148 Quay Street

PO Box 3515

Auckland

New Zealand
	 
	 	 	 	 
	 

	 	Attention:
	 	Greg Cole
	 
	 	 	 	 
	 

	 	Facsimile:
	 	0064 9 366 6263
	 
	 	 	 	 
	 

	 	Email:
	 	Greg.Cole@rankgroup.co.nz






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	 	 	Rank Group Limited
	 
	 	 	 	 
	 

	 	Address:
	 	Level Nine

148 Quay Street

PO Box 3515

Auckland

New Zealand
	 
	 	 	 	 
	 

	 	Attention:
	 	Helen D. Golding
	 
	 	 	 	 
	 

	 	Facsimile:
	 	0064 9 366 6263
	 
	 	 	 	 
	 

	 	Email:
	 	Helen.Golding@rankgroup.co.nz







	 	(b)	 	Whakatane Mill Limited





	 	 	 	 	 

	 

	 	Address:
	 	Mill Road 

Whakatane
	 
	 	 	 	 
	 

	 	Attention:

Telephone:
	 	Graham Millar

0064 7 306 3800
	 
	 	 	 	 
	 

	 	Facsimile:
	 	0064 7 306 3655
	 
	 	 	 	 
	 

	 	Email:
	 	Graham.Millar@chh.co.nz
	 
	 	 	 	 
	 	 	Copy to: 



SIG Group
	 
	 	 	 	 
	 

	 	Address:
	 	Laufengasse 18 CH-8212 Neuhausen am Rheinfall 

Switzerland
	 
	 	 	 	 
	 

	 	Attention:
	 	Marco Haussener
	 
	 	 	 	 
	 

	 	Facsimile:
	 	0041 52 674 7200
	 
	 	 	 	 
	 

	 	Email:
	 	Marco.Haussener@sig.biz
	 
	 	 	 	 
	 

	 	SIG Group	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	Laufengasse 18 CH-8212 Neuhausen am Rheinfall 

Switzerland
	 
	 	 	 	 
	 

	 	Attention:
	 	Daniel Petitpierre
	 
	 	 	 	 
	 

	 	Facsimile:
	 	00 41 52 674 6556
	 
	 	 	 	 
	 

	 	Email:
	 	Daniel.Petitpierre@sig.biz






page 14









 







	13.2	 	Delivery
	 
	 	 	Any notice, demand, consent or other communication given or made under this
Agreement (Notice) must be:






	 	(a)	 	left at the address (or addresses) set out or referred to in clause 13.1;
	 
	 	(b)	 	sent by prepaid ordinary post (airmail if appropriate) to the address (or
addresses) set out or referred to in clause 13.1;
	 
	 	(c)	 	sent by fax to the fax number set out or referred to in clause 13.1; or
	 
	 	(d)	 	sent by email to the email address set out or referred to in clause 13.1;
or
	 
	 	(e)	 	given in any other way permitted by law.






	 	 	However, if the intended recipient has notified a changed postal address, physical
address, fax number or email address, then the communication must be to that address or
number.
	 
	13.3	 	When effective
	 
	 	 	A Notice takes effect from the time it is received unless a later time is specified.
	 
	13.4	 	Receipt — post
	 
	 	 	If sent by post, a Notice is taken to be received three days after posting (or seven
days after posting if sent to or from a place outside Australia).
	 
	13.5	 	Receipt — fax
	 
	 	 	If sent by fax, a Notice is taken to be received at the time shown in the
transmission report as the time that the whole fax was sent.
	 
	13.6	 	Receipt — email
	 
	 	 	If sent by email, a Notice is taken to be received at the time shown in the sent
email as the time that the email was sent.
	 
	13.7	 	After hours communications
	 
	 	 	If a Notice is given:






	 	(a)	 	after 5.00 pm in the place of receipt;
	 
	 	(b)	 	on a day which is a Saturday, Sunday or bank or public holiday in the
place of receipt; or
	 
	 	(c)	 	on a day starting from and including 24 December to 3 January,






	 	 	it is taken as having been given at 9.00 am on the next day which is not a Saturday,
Sunday or bank or public holiday in that place.




page 15









 












	14	 	Confidentiality
	 
	 	 	Except as required by law or by the rules of any applicable stock exchange, each
party agrees to keep the terms of this Agreement and any information supplied directly or
indirectly by the other party (which is not public information) confidential, provided
that each party is permitted to make such disclosures to its employees, agents, advisers
or subcontractors as is necessary to enable that party to perform its obligations under
this Agreement.
	 
	15	 	Governing law
	 
	 	 	This Agreement will be governed by and construed in accordance with the laws of New
Zealand. Each party irrevocably and unconditionally submits to the exclusive jurisdiction
of the courts of New Zealand.
	 
	16	 	General
	 
	16.1	 	Security interests
	 
	 	 	It is proposed that a new legislative regime will be introduced in Australia
providing for the registration of security interests over personal property. CHH
acknowledges that, if such legislative regime is introduced, WML may take all steps
necessary, and CHH will comply with all reasonable directions of WML, to register and
perfect a security interest in favour of WML in all the Products supplied by WML in
Australia under this Agreement as contemplated by clause 4.8 of the Standard Terms in
relation to goods supplied in New Zealand.
	 
	16.2	 	Costs
	 
	 	 	Subject to any express provision in this document to the contrary, each party shall
bear its own legal and other costs and expenses relating directly or indirectly to the
preparation of, and performance of its obligations under, this Agreement.
	 
	16.3	 	Amendment
	 
	 	 	This Agreement may only be varied or replaced by an instrument in writing duly
executed by the parties.
	 
	16.4	 	Counterparts
	 
	 	 	This Agreement may consist of a number of counterparts and if so the counterparts
taken together constitute one and the same instrument.
	 
	16.5	 	Joint and several liability
	 
	 	 	An obligation under this Agreement of two or more persons binds them jointly and
severally.
	 
	16.6	 	Entire agreement
	 
	 	 	This Agreement and the documents specifically referred to in it constitute the
entire understanding and agreement between WML and CHH with respect to




page 16









 












	 	 	the supply and purchase of the Products, and supersede all negotiations, prior
discussions, and preliminary agreements, between the parties.
	 
	16.7	 	Invalidity
	 
	 	 	If any provision of this Agreement is held to be illegal, invalid or unenforceable,
such provision will be deleted from the document, and the parties shall in good faith
negotiate to replace the provision with a new provision which being legal, valid and
enforceable, comes closest to the meaning of the original provision, and the remainder of
this Agreement will not be affected.
	 
	16.8	 	Further Assurances
	 
	 	 	Each party shall promptly execute all documents and do all things that any other
party from time to time reasonably requires of it to effect, perfect or complete the
provisions of this Agreement and any transaction contemplated by it.




page 17









 











Executed as an agreement




	 	 	 	 	 

	Executed
by Carter Holt Harvey

	 	)	 	 
	Packaging Pty Limited ABN 77 000

	 	)	 	 
	638 353

	 	)	 	 






	 	 	 	 	 
	 	/s/ MARK DUNKLEY
 	 
	 	Authorised Signatory/Director

 	 
	 	MARK DUNKLEY
 	 
	 	Print name 	 
	 	 	 
	 



	 	 	 	 	 

	Executed
by Whakatane Mill Limited

	 	)	 	 
	 

	 	)	 	 






	 	 	 	 	 
	 	/s/ HELEN D. GOLDING
 	 
	 	Authorised Signatory

 	 
	 	HELEN D. GOLDING
 	 
	 	Print name 	 
	 	 	 
	 




page 18











 




Annexure A



Standard Terms





	1.	 	PRICE AND ORDERS
	 
	1.1	 	The Buyer will place Orders with the Seller in accordance with the Seller’s processes as
advised to the Buyer from time to time.
	 
	1.2	 	The Buyer will pay to the Seller the Price for the Goods in accordance with clause 2.
	 
	1.3	 	The Price will be increased by the amount of any GST and other taxes and duties which may
be applicable, except to the extent that such taxes or duties are expressly included in the
Price.
	 
	1.4	 	There is no obligation on the Seller to enquire as to the authority of any person placing
an Order on behalf of the Buyer.
	 
	2.	 	PAYMENT
	 
	2.1	 	Payment of the Price is to be made by such method as the Seller nominates from time to
time and is due by the last day of the month following the date of Delivery, provided that the
Buyer has received an invoice by the 5th of that month for those purchases made in the
previous calendar month.
	 
	2.2	 	The Buyer may not withhold payment or make any set-off or deduction from any Amount Owing
without the Seller’s prior written consent.
	 
	2.3	 	The Seller must apply payments received in reduction of the oldest Amount Owing first.
	 
	3.	 	DELIVERY
	 
	3.1	 	Where the Goods are to be supplied “Free into the Buyer’s Store”, the Seller will
deliver, or arrange delivery of, the Goods to the agreed destination on the delivery date
advised to the Buyer and pay any storage, transportation and insurance costs incurred as a
result up to the time of delivery. Delivery will be deemed to have been made when the Goods
arrive at the agreed delivery point.
	 
	3.2	 	The Seller must use reasonable endeavours to supply Goods to the Buyer in accordance with
required delivery dates and must notify the Buyer promptly if it is unable to do so.
	 
	3.3	 	In all circumstances whatever the agreed method of delivery, the Buyer will be
responsible at its own cost for unloading the Goods, or for arranging for a




 









 












	 	 	suitable means of unloading the Goods, from the relevant delivery vehicle. The Buyer
shall also be responsible for all subsequent movements of the Goods and will pay all
expenses and accept all risks in relation to the Goods from the time that they are
available for unloading, including without limitation, storage charges.






	3.4	 	The Seller may deliver the Goods by instalments. Each instalment will be treated as a
separate contract under these Terms.
	 
	4.	 	TITLE, RISK AND SECURITY
	 
	4.1	 	Risk of any loss, damage or deterioration of or to the Goods passes to the Buyer on
Delivery.
	 
	4.2	 	Ownership of the Goods remains with the Seller and does not pass to the Buyer until the
Buyer pays in full the Amount Owing in respect of those specific Goods.
	 
	4.3	 	While Ownership of the Goods remains with the Seller, the Seller authorises the Buyer in
the ordinary course of its business to use the Goods including further manufacturing them and
combining them with other raw materials to form new products and to sell the Goods and any
other goods with which they are combined for full consideration.
	 
	4.4	 	The authority referred to in clause 4.3 is revoked automatically from the time an Event
of Default occurs including without limitation if an administrator is appointed to the Buyer.
	 
	4.5	 	Where the authority conferred by clause 4.3 is revoked under clause 4.4:






	 	•	 	the Buyer authorises the Seller to use reasonable force to enter the
premises where the Goods are stored and remove them;
	 
	 	•	 	the Seller shall exercise reasonable care in entering such premises and removing
such Goods, but shall not be liable for trespass or any damage caused by the use
of reasonable force;
	 
	 	•	 	the Buyer is released from the obligation to pay the Price for all Goods
repossessed by the Seller except to the extent any proceeds obtained by the Seller
reselling the Goods (less all costs incurred) are less than the Price owing by the
Buyer to the Seller for those same Goods;
	 
	 	•	 	the Seller may resell any repossessed Goods and apply the proceeds of sale in
reduction of the Amount Owing as the Seller thinks fit; and
	 
	 	•	 	the Buyer is liable for all costs associated with the exercise by the Seller of
its rights under this clause 4.5 and costs are payable to the Seller on demand.






	4.6	 	Where an Event of Default occurs and is continuing, the Seller may bring an action for
the Amount Owing in respect of the Goods even where Ownership of the Goods has not passed to
the Buyer.
	 
	4.7	 	Until Ownership of the Goods passes to the Buyer under these Terms, the




 









 






	 	 	Buyer must:






	 	•	 	keep proper stock records and records of account with respect to the purchase,
receipt, sale of, and other dealings with, the Goods; and
	 
	 	•	 	make those records and/or the Goods themselves available to the Seller for
inspection (and, in the case of the records, copy them) at the Seller’s reasonable
request.






	4.8	 	In consideration for the supply terms set out in these Terms:






	 	•	 	the Buyer acknowledges that the Seller has a security interest under the PPSA in
all the Goods supplied by the Seller under these Terms as security for payment of
the Amount Owing (including, for the purposes of sections 71 and 72 of the PPSA,
further advances) in respect of the Goods, and that the Seller may register a
financing statement to perfect its security interest in the Goods;
	 
	 	•	 	the Buyer acknowledges that it has received value from the Seller as at the date
of first delivery of the Goods and has not agreed to postpone the time for
attachment of the security interest granted to the Seller under these Terms nor to
subordinate such security interest in favour of any person;
	 
	 	•	 	these Terms and each security interest created under these Terms is
a continuing security, notwithstanding intermediate payments or anything else, and
is in addition to, and not to be merged in, any other security agreement, guarantee
or other agreement (present or future) expressed or intended to be security for any
amounts owing to the Seller in respect of Goods;
	 
	 	•	 	no security interest created under these Terms is discharged, nor are the Buyer’s
obligations affected by any amendment to, or the validity or enforceability of, or
failure to enforce, these Terms, the insolvency, liquidation, administration,
amalgamation, change in status or reorganisation of the Buyer, or anything else
whatever
that, but for this clause, may have discharged these Terms or affected the Buyer’s
obligations under these Terms, and the Seller is not liable to the Buyer in
relation to any of these matters, even though the Buyer’s rights in subrogation or
otherwise may be prejudiced as a result;
	 
	 	•	 	the Buyer will, at its own cost, promptly provide all reasonable information and
do all reasonable things that the Seller may require to ensure that the Seller has
perfected security interests in respect of the Goods under the PPSA or otherwise
to secure to the Seller the full benefit of its intended rights under these Terms
(including (without limitation, promptly notifying the Seller of any change in the
Buyer’s name, address or contact details).






	4.9	 	To the extent that Part 9 of the PPSA applies to these Terms and to the extent
permitted by law, the Buyer waives its rights set out in Part 9 of the PPSA
(including, without limitation, its rights to receive any verification statement or




 









 






	 	 	financing change statement) and, where the Seller has rights in addition to those in Part
9 of the PPSA, those rights continue to apply.






	4.10	 	If the Buyer acquires the Goods for the purposes of resupplying them in trade or
consuming them in the course of a process of production or manufacture, the Buyer will:






	 	•	 	include in its conditions of sale a clause to the effect that the Consumer
Guarantees Act 1993 (CG Act) will not apply where a customer of the Buyer acquires
or holds itself out as acquiring the Goods for a business purpose;
	 
	 	•	 	notify its customers of the effect of the first bullet point of clause 4.10;
	 
	 	•	 	indemnify the Seller against all losses, costs, damages or liabilities which the
Seller may incur or be liable to pay arising out of the Buyer’s failure to take
the action required under this clause 4.10;
	 
	 	•	 	immediately notify the Seller in writing of any claim or demand that the Buyer
might receive in respect of the Goods, and give the Seller all details of the
claim or demand; and
	 
	 	•	 	not represent to any of its customers that it is acting for, or has any
authority to bind, the Seller.






	5.	 	WARRANTIES AND LIABILITY
	 
	5.1	 	In the event of any Claim under these Terms, at the Seller’s discretion Goods may be repaired
or replaced or the Price refunded. No Claim may be made against the Seller for loss of
profits, consequential or indirect damages or special loss.
	 
	5.2	 	All warranties, descriptions, representations, terms and conditions (other than these Terms)
whether implied by law, trade, custom or otherwise are, and all other liability of the Seller,
whether in tort (including negligence), contract or otherwise is, expressly excluded to the
fullest extent permitted by law.
	 
	5.3	 	In respect of any Goods supplied to a Buyer registered in New Zealand:






	 	•	 	Goods are acquired by the Buyer for business purposes and the CG Act does not
apply; and
	 
	 	•	 	nothing in these terms is intended to have the effect of contracting out
of the provisions of the CG Act except to the extent permitted under that Act.






	5.4	 	Where the Seller is advised by any third party (including the Buyer), or forms a view
itself, that there could be a manufacturing defect in relation to the Goods (or any particular
batch of Goods), the Seller agrees to:






	 	•	 	promptly notify the Buyer on a confidential basis, of the nature of the issue and
the process the Seller proposes to deal with that particular issue;
	 
	 	•	 	put in place systems for the collection, and, where appropriate,
replacement, of affected raw Goods from the Buyer and its immediate




 









 






	 	 	 	and ultimate customers, as soon as practicable; and






	 	•	 	arrange and meet all reasonable freight and distribution costs associated with any
such collection and/or exchange of affected Goods from the Buyer and/or customer
sites. (Where payment has already been made for the Good being exchanged, any
supply of replacement Goods shall be made free of charge.)






	6.	 	DEFAULT
	 
	6.1	 	If any Event of Default occurs in respect of a party:






	 	•	 	any Amount Owing will immediately become due and payable notwithstanding that the
due date has not arisen; and/or
	 
	 	•	 	where the defaulting party is the Buyer, to the extent permitted by
law, each security interest created by these Terms will become immediately
enforceable and, the Buyer must return the Goods to the Seller promptly on request
or the Seller may take possession of and sell the Goods and the Seller has all the
rights of a natural person in relation to the Goods and all other rights conferred
by law (including under Part 9 of the PPSA) in relation to the Goods.






	6.2	 	The non-defaulting party is entitled to recover from the defaulting party all costs
that the non-defaulting party incurs in connection with the exercise, protection
or enforcement of the non-defaulting party’s rights under these Terms or
conferred by law, in each case on demand and on a full indemnity basis.
	 
	7.	 	USE OF INFORMATION
	 
	7.1	 	The Buyer agrees that the Seller may obtain information about the Buyer from the Buyer or
any other person (including any Person related to the Seller and including any company within
the wider group of companies of which the Seller forms part (the Wider Seller Group) and any
credit or debt collection agencies) in the course of the Seller’s business, including credit
assessment, debt collection and direct marketing activities, and the Buyer consents to any
person providing the Seller with such information.
	 
	7.2	 	The Buyer agrees that the Seller may use any information it has about the Buyer relating
to the Buyer’s creditworthiness and, subject to any confidentiality agreement between the
Buyer and the Seller, give that information to any other person, including any credit or debt
collection agency and other members of the Wider Seller Group for credit assessment and or,
debt collection purposes. Under the Privacy Act 1993 (NZ), the Buyer has rights of access to,
and correction of, their personal information.
	 
	8.	 	WAIVER
	 
	8.1	 	If the Seller exercises or fails to exercise or delays exercising any right or remedy
available to it, such exercise, failure or delay will not prejudice the Seller’s rights in
exercising that or any other right or remedy unless expressly specified in writing and signed
by the Seller.




 









 












	9.	 	ELECTRONIC MESSAGES
	 
	9.1	 	The Buyer agrees that the Seller may send electronic messages relating to its business,
including promotional messages in respect of goods and services offered by the Seller, to the
Buyer from time to time to the email addresses provided by the Buyer. If the Buyer no longer
wishes to receive such messages it may notify the Seller in which event no promotional
messages will be sent by the Seller by electronic means to the Buyer.
	 
	10.	 	GOVERNING LAW
	 
	10.1	 	These Terms will be governed by and construed in accordance with the laws of New Zealand.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts
of New Zealand.
	 
	11.	 	WORDS USED IN THESE TERMS
	 
	11.1	 	“Amount Owing” means, at any time, all amounts owing by the Buyer to the Seller under these
Terms, or if the context expressly provides in respect of specific Goods.
	 
	11.2	 	“Claim” includes any claim:






	 	•	 	for any loss, damage or injury of any kind, excluding consequential or
indirect loss or damage, suffered by any person arising directly or indirectly from:
	 
	 	•	 	any breach of the Seller’s obligations under these Terms; or
	 
	 	•	 	any cancellation of these Terms; or
	 
	 	•	 	any negligence, misrepresentation or other act or omission by the Seller
or its employees, agents or contractors; or
	 
	 	•	 	for any other compensation, demand, remedy, liability or action.






	11.3	 	“Delivery” means delivery of the Goods as determined pursuant to clause 3 of these Terms.
	 
	11.4	 	“Event of Default” in relation to a defaulting party means an event where:






	 	•	 	that party fails to comply with these Terms; or
	 
	 	•	 	that party commits an act of bankruptcy; or
	 
	 	•	 	that party enters into any compromise or arrangement with its creditors; or
	 
	 	•	 	if that party is a company:
	 
	 	•	 	that party does anything which would make it liable to be put into
liquidation; or
	 
	 	•	 	a resolution is passed or an application is made for the liquidation of that
party; or
	 
	 	•	 	a receiver or statutory or official manager is appointed over all or any of that
party’s assets; or 




 









 






	 	•	 	that party, its board, or shareholders is considering
appointing an administrator or liquidator; or






	 	•	 	an administrator is appointed to that party;
	 
	 	•	 	anything analogous, or having similar effect to, any of the other events above
arises.






	11.5	 	“Goods” means all goods and associated services supplied to the Buyer by the Seller now and
at any time in the future pursuant to any agreement between the Buyer and the Seller which
incorporates these Terms, together with all accessories and replacements that are at any time
supplied or attached to the Goods and all of the Buyer’s present and future right, title and
interest (legal and equitable) in all documents of title relating to the Goods, and for the
purposes of the PPSA all debtors and proceeds arising from the sale of the Goods.
	 
	11.6	 	“Order” means an order placed by the Buyer with the Seller for the purchase of Goods.
	 
	11.7	 	“Ownership” means the property in and legal and beneficial ownership of the Goods.
	 
	11.8	 	“Person” includes a corporation, association, firm, company, partnership or individual.
	 
	11.9	 	“PPSA” means the Personal Property Securities Act 1999. Terms defined in the PPSA will have
the same meanings where used in these Terms unless the context otherwise requires.
	 
	11.10	 	“Price” means the purchase price of the Goods as most recently specified by the Seller to
the Buyer in writing or otherwise (or, if no such price has been specified, the Seller’s
then-current market price for the Goods) and any taxes or duties payable under clause 1.3 and
any other
costs payable by the Buyer under these Terms (including, without limitation, costs
relating to transportation, storage and insurance).
	 
	11.11	 	“Terms” means these terms of sale and, as the context requires, each contract entered into
between the Buyer and the Seller for the supply of Goods and each invoice issued by the Seller
to the Buyer for Goods into which these terms of sale are incorporated.
	 
	11.12	 	References to legislation include as amended, re-enacted or substituted and any statutory
instruments, regulations and orders issued under such legislation.
	 
	11.13	 	Whenever “include” or any form of that word is used, it must be construed as if it were
followed by “(without being limited to)”.




 









 






Annexure B



KPIs




	 	 	 	 	 	 	 
	KPI	 	Definition	 	 	Target
	Delivery in Full per
the tolerances in
the ordering
standards

	 	Variation in delivered
quantity vs ordered
quantity to be within
the tolerances set out
in the ordering
standards referred to
in clause 4.2(b)
	 	 	90	%
	 
	 	 	 	 	 	 
	Delivery on Time

	 	Products to arrive at
CHH’s premises or
nominated delivery
point in the time
window agreed at
placement of order
	 	 	85	%
	 
	 	 	 	 	 	 
	Quality

	 	All Products to be
delivered in accordance
with current published
specification
	 	 	98	%
	 
	 	 	 	 	 	 
	Claims

	 	Non-conforming Products
	 	 	<35 calendar days of quality reports being raised and

samples, order details and fault description being

supplied by CHH to WML







 









 





Annexure C



Specifications





 











 









	N A T U R A




	Coated High Stiffness Cartonboard




	MO CD i




	* i




	330 220 14.6 7.4
350 _ 17.6 88 9.8 4-9 7.0 — 10.5 |
400 250 24 13 13.8 70 -10.5
450 31.4 15.7 17.4 8.7 7.0-10.5
500 300 40.4 20.2 10.8 7.0-10.5
50 25 7.0 — 11.0
600 650 350 37b 62
76 38-42 16.8 7.0 -11.0
700 400 91 46 50 25 7.0-11.0




	Tolerance




	Printing Surface Properties




	These property mean values and limits are the manufacturing standards appred by Whakatane




	Mill and nature to machine roll tests carried out according to Appita (NZS/AS1301}. All
paperboard exhibits loss in stiffness and plybond caused by routline physical actions in converting
(l.e, decurling, wrapping cytnders or passing through nlps during printing atc.) See
reverse for application notes




	Contacting Whakatane Mill
Customer Support
New Zealand 0800737331
Australia 1600504903




	International 647 3071759
CHH Whakatan. MM
Private Bag 1000 Whakatan e I New Zealand
j Email: forroakQteflpchh.co.ru
\ Internet            www.chhwhakatane.com




	i








 









 












	N A T U R A




	GREASE FORMAKOTE”




	Coated High Stiffness Cartonboard with Grease Staining Resistance




	HO MO CD rnHm
mWtd mHm
—




	9-5 10.4 7.0 -10.5
—




	400 12.8 15 7.5 7.0-10.5
-—  ——  —




	450 283 17.3 18.5 9.3 7.0-10.5
——  —




	500 308 23 26 13
-—  -—   —  —




	Printing Surfaca Propartlo
HjT Blister ISO Brightness 79%
Other Properties
Scott Ptybond 150
3M Kit Test — B»d<Uner




	ThtcVncsjTolerancM




	(GT Bfistef




	ISO Brlshl)i«*




	SarttPMwnd            MM
at




	Notes




	Thesb property mean values and lire Its are the manufacturing standards applied by




	Whakatane Mill and relate to machine roll tests carried out according to Apprta (NZS/AS1301).




	All paperbooid exhibits loss In stiffness and ptybonct caused by routine physical actions in




	converting (i.e, decurtlng, wrapping cylinders or passing through nips during printing etc) See
reverse for application notes




	Contacting Whakatane Mitt
Customar Support-
New Zealand 0800 737 33*
Australia 1800 504 903




	International +64,7 307 J759
CHH Whakatane M%
h.co.nz katane-coiro
Private Bag 1000 Whakatane Hew Zealand
Email: forma tote&ch

Internet            vmw.chhwKBE




	Minimum order size and deckle surcharge may apply. Please call your Customer Services
Representative to discuss.







 









 












	WHITE




	Coated High Stiffness Cartonboard with White Interior




	Ha MQ mNm CD            MO toNm CD      %
raHrn
——  ——  —




	300 MO j 13 6.1 3-1 “6.0 —to.o"




	330 228” 14-8 74 7-5 3-8 6.0 —10.0
——   —  -—  —




	350 240 9-5 ‘ 10.4 52 6,0 —10.0
—




	375” 250 22 1 “ 11 ” ,,  —  6 6-5 -10.5
—




	400 260 25X r 12.8 6.5 -10.5




	I 45° ;85 34-6 18.5 9-3 6.5-10-5
——  ——  —




	i 500 305 26 6,5 —11,0




	L_ _550 : TM ‘» 30.5 6.5 - u.o
——   —  —




	! 65O 370 &f 4= 45^” 6.5-u.o
 —  —




	! TOO 599 too L _ 50 54 6-5 - ito
——  —




	Printing Surface Properties




	IGT Blister 250cnv%-
ISO Brightness 70%




	Other Properties




	Scon Ptybond i50l/m’




	Tolerance*




	Thickness E25u.n1
—
Rigidity -20%
|GT Blister -35%
(50 Brightnets x2 rjrfgbtriess units




	Scott Ph/toond -30%




	Notes




	These property mean values and limits are the manufacturing standards applied by Whakatane Mill




	and relate to machine roll tests carried out according to Apprta (NZS/AS1301).




	AD paperboard exhibits loss In stiffness and ptybond caused by routine physical actions In




	converting (I.e. demrtlng, wrapping cylinders or passing through nips during printing etc.) See
reverse for application notes




	Contacting Whakatane Mill
Customer Support:




	New Zeataed 0800 73.7 331 Australia 1800 504 903 International +64 7 3071759
OtH Whakatane Mitt




	Private Bag 1000 Whakatane New Zealand




	EraaH: formakoWflpchh.eo.ni Internet: www.chhwnakatane.com









 









 












	S P E C T R A




	Coated High Stiffness Cartonboard




	(in Dm r t MO mKn ! CD HO r            CD
) rsHtn nrtta 1
——  —




	350 2&8 30 Mt 7.0-10,5.
—




	400 271 ¦¦I” 28 14 7-0-10.5
—




	292 36 9.3 7-O-io-s
——  ——  —




	500 1 3*° 1 50 =4 12 | 7-0-iO-S
——   —   —   —  —




	550 ] 345 4 31 —- “T 7,0-10.5
——  —




	63V r ” 388 too 46 — -;- \~ 7.0 -10-5
——  -—  ——  —




	675 j 415 ! 110 60 51.5 25-8 j            xo-io-5
——  ——  ——  —




	“700” ” ~"~T” “ 429 - r “ 1 116 163 56-3 ; 28.2 “ “ I 7.0-10.5
-—  ——  ——  —




	710” i 441 T 13a 1 66 j “63.7 , 31-9 ] 7.0 -10.5
——  ——  ——  —




	Printing Surface Properties
KT Blister 250c m/i




	ISO Brightness 80%
PPSRoUtr.r»45(iofcjfl ; .’;/ -
Other Properties
Scott Ptybond




	Toierucos
Thickness




	Rigidity
• — “WTO -flwrofffis i 1 .” IGT Blister -35%




	ISO Brightness            ti brfchtnesB units
aft -VW-a’’-’- P:; ¦’•’¦r^\:-^^la^iS-
Scott Ptybond -20%




	Holes i




	These property mean vatuwand limits are the manufacturing standards applied by




	Whakatana MUl and relate to mathlrw roll tests j
tarried out according to Apprta (NZS/A51301). ;
All paperboard exhlbta toss in stiffness andj
prybond caused by routine physical actions In 1
converting (l-e. decurfing, wrapping cyUndets j
or passing through nips during printing etc.)
See reverse for application nates \
Contacting WhakJtane Mill |
CustoowSappertt j
New Zealand 0800 737 331 1
Australia 1800504903
International +64 7 3071759 !
CHHWhaiatwwHWl |
Private Bag 1000 ;
Wbatetane
New Zealand
Email: formatotefflKhh.co.ru :
Internet: www.chrrwh a lea tane.com 1










 









 












	SPECTRA




	GREASE
FORMAKOTETM




	Coated High Stiffness Cartonboard with High Grease Resistance




	Motes




	These property mean vakies and limits are the manufacturing standards applied by Whskatane Mill




	and relate to machine roll tests carried out according to Applla (NZS/AS1301). Allpoperboard
exhibits toss in stiffness and ptybond caused by routine physical actions In converting [i.e.
deturUng, wrapping cylinders or passing through nips during printing etc.) See /evens for
application notes




	Contacting Whakatane Mill
Customer Sepport;
Hew Zealand 0800 737 331
Australia 1800 504 903




	International +64 7 3071759
CHHVhafcatoMMiK
private Bag 1000 Whakatan* New Zealand
Email; fpfirtftotftfflehti.co.ni
—
Internet: www.chhwnahatane.com
—




	Minimum order size and dectte surcharge may apply. Please call your Customer
Services Representative to discuss.








 









 












	SHERPA




	Coated High Strength Board with Wet Tearing Resistance




	Urn (in            MD mHm 1 MD 1 CD mil 1 CD mH
CO            mN            WD mH
 —  —




	406" 310 37 ~ ! 44OO : 5300 “ ! 3086 3710
——  ——  —




	450 ~: 346 36 1 50O0 6000”  13400 4260




	500 50 ~T            U20 “5600 6500 3500 4500”
——  ——  —




	550 ¦ 412 66 33 1 1170 ) 6100 ~ 7300 4300 50OO
——  —




	600 446 88 1 w 1- ¦ i iaoo 79*0 4740 55OO
——  ——  ——  ——  —




	630 470 10O ! 5C            j U20 \ 7100 i 810O 5000 5S0C
——  ——  ——  ——  —




	700 520 136 j 68 t350 ; SOOO            i 50O0 | 5S&0 6350
-—  ——  ——  ——  ——  ——  —




	Printing Surface Propertws
KT Blister
(SO Brightness 7,7^
Ottar Pro parties
Moisture
Cobb (3amlr) -Top Uner -flock Uncr 1




	8.5%




	loojsm loojsra




	Tolerances
Thickness Moisture
¦fliwl^w..’-..-:.v<.. tGT Blister -35%
ISO BriihtnMS Scott Ptybond
Wet Tear ±2 brightness units -30%




	^ ^ -20%




	Kotos




	These property mean values and limits are the manufacturing standards applied by Whafcatarte




	Mill and relate to machine roll tests carried out according to Appila (NZS/AS1301). All paperboard
exhibits toss in stfffness and ptybond caused by routine physical actions fn converting
fj.e. decurllng, wrapping cylinders or passing through nips durtrrg printing etc.) See
reverse for application notes




	Contacting Whakatane Mill
tuttonw Suppertt
New Zealand 0800 737 331
Australia 1S00 504 903




	International +64 7 3071759




	CHH Whakatan* Mill Private Bag uwo Whakatarre New Zealand




	Email: rdjmakoteabchh.co,ni
Internet            www .eh hwnakatane.com









 









 












	i pm 1 MO i CD ttO            CD f —
.- . ._ —220—1 rnHrn
——  ——  —




	300 _ ____ T” 6.5
——  ——  ——  —




	330 14.8 1 74 7-5 f 3-8 75
-—  ——   —   —  ——  —




	350 250 |_ 19 “T~~~~ 9-5 W-4 * 5-2 75
-t
1
_t
——  ——  —




	400 “270 i’ ~~ 256 13.8 15 ‘ 7-5 75
——  ——  ——  ——  —




	1 13.5 1
45O . 4.,.. I 34-6 17.3 9-3 ~~1 7-5
——  ——  —




	500 1 46 “ 23 r 26 ; 13 7-5
——  ——  ——  —




	i 335 ] 58 29 L 30.5 ^ 15.3 7-5
 —  ——  —




	650 .;: 84 j 42 « , 22.5 7-5
——   —  ——  —




	Printing Surface Properties




	! IGT Blister 25oatvfc




	ISO Brightness 83%
; r^«pughncKftoi«0 ;’0:&^iilfii?




	Other Properties




	Scott Prybond Min WOiM
\ Tolerances
I Thickness ±25p.m
Rigidity -t5%
IGT Blister -35%




	ISO Brightness 3:2 brightness units I




	Notes j




	These property mean values and limits are the
mamiracturtne standards applied by ‘
Whakatane Mill and relate to machine roil tests !




	carried out according to Apprta (HZS/AS1301). J
All paperboard exhibits loss in stiffness and j
ptybond caused by routine physical actions in
converting G.e.decuiUrtg, wrapping cylinders
or passing through nips during printing etc.)
See reverse for application notes j
Contacting Whakatane Mill \
Custotnar Support:
New Zealand 0800737331
Australia 1800 504 903




	International +64 7 3071759
CHHWtakxtaneMIU
Private Bag 1000)
Whakatan* [
New Zealand }
Email; forma kntejpcnh.co.nz[
internet: www.chhwhakatane.com I
—




	1 i






 









 












	Specification Sheet




	January 2006 (Rep»c*» til previous ofi&onB)




	Litho Laminate Cartonboard




	cprrt WD-mNm CD-mNra CD-mNro i \
——  ——  ——  ——  ——  -




	1 290 210 119 5.35 6.4 32 \ 7.0-10.5
——  ——  -—  ——  ——  -—  ——  —




	• Not an catp&s ore mamtaduredemy month — Pease check wffiyw customer services representative




	• A 50krmemMiii7imstdr)gp9rcalperapf£BS




	Printing Surface Properties




	fGTPk*
3000-o/s




	F^Roujhness(tGkgi)




	2-1 pm




	Other Properties




	Cobb (60s) — back Iner




	35gsm




	Tolorances




	Grammape ±5%




	TaberSffivsas




	Typical condtiortsd values




	IGTPk*




	-35%




	PPSRaughOenfl*^




	+l.tym




	Cobb {60s)-back frier




	*40g3(n




	j Notes




	These property mean values and imb are foe manufacfejnng standards apptad by Whakab»ie Ml
and relate to machine 10I testa earned out acconftig to Appfe(NZSAS1301).




	Ai papeifaoard exhibits tea n stiffness and ptybond caused by routine physical actons fi
converting (Le. tfecurlng, wrapping cyinders or passing trough nipa difing pnnfing ete.)




	Contacting Whakatane hill
Customw Support
NewZeafcwd 0600 737331
Austral 1600 504 903
rtematiord +64 73071840




	CWWhafcatansMI




	Pnvate Bag 1000 Whakatane Hew Zealand




	Internet www.cWnitiakatane.com









 









 








Annexure D




Products and Price List (valid until 30 June 2010)




	 	 	 	 	 
	Grade	 	AUD/per metric tonne	 
	 
	 	Reels
	 
	 	 	 	 
	Natura
	 	$	1,110	 
	12gsm 1 sided polyctd
	 	$	1,830	 
	12gsm 2 sided polyctd
	 	$	2,074	 
	18gsm 1 sided polyctd
	 	$	1,974	 
	 
	 	 	 	 
	Natura Grease
	 	$	1,290	 
	 
	 	 	 	 
	White
	 	$	1,210	 
	12gsm 1 sided polyctd
	 	$	1,930	 
	12gsm 2 sided polyctd
	 	$	2,174	 
	18gsm 1 sided polyctd
	 	$	2,074	 
	 
	 	 	 	 
	Spectra
	 	$	1,146	 
	1 2gsm 1 sided polyctd
	 	$	1,866	 
	1 2gsm 2 sided polyctd
	 	$	2,110	 
	1 8gsm 1 sided polyctd
	 	$	2,010	 
	 
	 	 	 	 
	Spectra Litho lam
	 	$	1,146	 
	 
	 	 	 	 
	Spectra Grease
	 	$	1,326	 
	 
	 	 	 	 
	Sherpa
	 	$	1,150	 
	 
	 	 	 	 
	Kotuku
	 	$	1,450	 
	 
	 	 	 	 
	GP Box
	 	$	973	 
	 
	 	 	 	 
	All prices are quoted CST exclusive
	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	GRADE	 	GSM	 	SALES GRADE	 	MFG GRADE
	FORMAKOTE NATURA 330

	 	 	220.0	 	 	FM330-
	 	FKTD/A330
	FORMAKOTE NATURA 350

	 	 	230.0	 	 	FM350-
	 	FKTD/A350
	FORMAKOTE NATURA 400

	 	 	250.0	 	 	FM400-
	 	FKTD/A400
	FORMAKOTE NATURA 450

	 	 	275.0	 	 	FM450-
	 	FKTD/A450
	FORMAKOTE NATURA 500

	 	 	300.0	 	 	FM500-
	 	FKTD/A500
	FORMAKOTE NATURA 550

	 	 	325.0	 	 	FM550
	 	FKTD/A550
	FORMAKOTE NATURA 600

	 	 	350.0	 	 	FM600-
	 	FKTD/A600
	FORMAKOTE NATURA 650

	 	 	370.0	 	 	FM650-
	 	FKTD/A650
	FORMAKOTE NATURA 700

	 	 	400.0	 	 	FM700-
	 	FKTD/A700
	 
	 	 	 	 	 	 	 	 
	FORMAKOTE NATURA GREASE 350

	 	 	238.0	 	 	FMG350-
	 	FKTD/R350
	FORMAKOTE NATURA GREASE 400

	 	 	259.0	 	 	FMG400-
	 	FKTD/R400
	FORMAKOTE NATURA GREASE 500

	 	 	308.0	 	 	FMG500-
	 	FKTD/R500
	 
	 	 	 	 	 	 	 	 
	KOTUKU 300

	 	 	220.0	 	 	FB300–
	 	FKTD/P300
	KOTUKU 350

	 	 	250.0	 	 	FB350-
	 	FKTD/P350
	KOTUKU 400

	 	 	270.0	 	 	FB400-
	 	FKTD/P400
	KOTUKU 450

	 	 	295.0	 	 	FB450–
	 	FKTD/P450
	KOTUKU 500

	 	 	315.0	 	 	FB500-
	 	FKTD/P500
	KOTUKU 550

	 	 	335.0	 	 	FB550-
	 	FKTD/P550
	KOTUKU 650

	 	 	380.0	 	 	FB650-
	 	FKTD/P650
	 
	 	 	 	 	 	 	 	 
	FORMAKOTE WHITE 300

	 	 	210.0	 	 	WH300-
	 	FKTD/D300
	FORMAKOTE WHITE 330

	 	 	228.0	 	 	WH330-
	 	FKTD/D330
	FORMAKOTE WHITE 350

	 	 	240.0	 	 	WH350-
	 	FKTD/D350
	FORMAKOTE WHITE 400

	 	 	260.0	 	 	WH400-
	 	FKTD/D400
	FORMAKOTE WHITE 450

	 	 	285.0	 	 	WH450-
	 	FKTD/D450
	FORMAKOTE WHITE 500

	 	 	305.0	 	 	WH500-
	 	FKTD/D500
	FORMAKOTE WHITE 550

	 	 	325.0	 	 	WH550-
	 	FKTD/D550
	FORMAKOTE WHITE 600

	 	 	345.0	 	 	WH600-
	 	FKTD/D600
	FORMAKOTE WHITE 650

	 	 	370.0	 	 	WH650
	 	FKTD/D650
	FORMAKOTE WHITE 700

	 	 	399.0	 	 	WH700
	 	FKTD/D700
	 
	 	 	 	 	 	 	 	 
	LITHO LAMINATE 290

	 	 	210.0	 	 	SP290-
	 	LLPD/A290
	FORMAKOTE SPECTRA 350

	 	 	248.0	 	 	SP350-
	 	IAPD/A350
	FORMAKOTE SPECTRA 400

	 	 	271.0	 	 	SP400-
	 	IAPD/A400
	FORMAKOTE SPECTRA 450

	 	 	292.0	 	 	SP450-
	 	IAPD/A450
	FORMAKOTE SPECTRA 500

	 	 	320.0	 	 	SP500-
	 	IAPD/A500
	FORMAKOTE SPECTRA 550

	 	 	345.0	 	 	SP550-
	 	IAPD/A550
	FORMAKOTE SPECTRA 630

	 	 	388.0	 	 	SP630-
	 	IAPD/A630
	FORMAKOTE SPECTRA 675

	 	 	415.0	 	 	SP675-
	 	IAPD/A675
	FORMAKOTE SPECTRA 700

	 	 	429.0	 	 	SP700-
	 	IAPD/A700
	 
	 	 	 	 	 	 	 	 
	FORMAKOTE SPECTRA GREASE 350

	 	 	257.0	 	 	SPG350-
	 	IAPD/R350
	FORMAKOTE SPECTRA GREASE 400

	 	 	280.0	 	 	SPG400-
	 	IAPD/R400
	FORMAKOTE SPECTRA GREASE 450

	 	 	301.0	 	 	SPG450-
	 	IAPD/R450
	FORMAKOTE SPECTRA GREASE 500

	 	 	329.0	 	 	SPG500-
	 	IAPD/R500
	FORMAKOTE SPECTRA GREASE 550

	 	 	354.0	 	 	SPG550-
	 	IAPD/R550






 









 






	 	 	 	 	 	 	 	 	 
	GRADE	 	GSM	 	SALES GRADE	 	MFG GRADE
	FORMAKOTE SHERPA 400

	 	 	310.0	 	 	SH400-
	 	FCBD/A400
	FORMAKOTE SHERPA 450

	 	 	346.0	 	 	SH450-
	 	FCBD/A450
	FORMAKOTE SHERPA 500

	 	 	378.0	 	 	SH500-
	 	FCBD/A500
	FORMAKOTE SHERPA 550

	 	 	412.0	 	 	SH550-
	 	FCBD/A550
	FORMAKOTE SHERPA 600

	 	 	448.0	 	 	SH600-
	 	FCBD/A600
	FORMAKOTE SHERPA 630

	 	 	470.0	 	 	SH630-
	 	FCBD/A630
	FORMAKOTE SHERPA 700

	 	 	520.0	 	 	SH700-
	 	FCBD/A700
	 
	 	 	 	 	 	 	 	 
	GP BOX BOARD 400

	 	 	230.0	 	 	GB400-
	 	GPBD/A400
	GP BOX BOARD 520

	 	 	300.0	 	 	GB520-
	 	GPBD/A520
	GP BOX BOARD 630

	 	 	363.0	 	 	GB630-
	 	GPBD/A630
	GP BOX BOARD 830

	 	 	478.0	 	 	GB830-
	 	GPBD/A830