MAINTAIN THE PLANT AND THE EQUIPMENT USED IN THE
MANUFACTURE OF THE PRODUCTS IN GOOD WORKING ORDER AND CONDITION NECESSARY TO
PRODUCE THE QUANTITIES AND QUALITIES OF THE PRODUCTS ORDERED BY MGPI UNDER THIS
AGREEMENT.
(C)
THE PLANT WILL AT ALL TIMES BE IN COMPLIANCE WITH ANY LAWS,
REGULATIONS OR OTHER REQUIREMENTS APPLICABLE TO THE MANUFACTURE AND SALE OF THE
PRODUCTS.
11.
MATERIALS; HANDLING AND STORAGE.
(A)
UNLESS OTHERWISE AGREED BETWEEN THE PARTIES IN WRITING,
MANUFACTURER IS RESPONSIBLE FOR (I) OBTAINING SUITABLE RAW MATERIALS NECESSARY
FOR THE MANUFACTURE OF THE PRODUCTS UNDER THIS AGREEMENT ("RAW MATERIALS") IN
ACCORDANCE WITH THE SPECIFICATIONS, AND (II) MANUFACTURING, PROCESSING, STORING,
AND LOADING OF THE ORDERED PRODUCTS FOR DELIVERY INTO MGPI PROVIDED EQUIPMENT.
(B)
MANUFACTURER WILL FURNISH MGPI WITH A COPY OF ITS RECALL POLICY
AND PROCEDURES.
MANUFACTURER WILL FURTHER NOTIFY MGPI AS SOON AS PRACTICABLE BY
PHONE (WITH WRITTEN CONFIRMATION TO FOLLOW) IF IT KNOWS OF
(I)
ANY RECALL OR OTHER ACTION OR SCHEDULED INSPECTION BY ANY
REGULATORY AGENCY AGAINST THE PLANT OR PRODUCTS COVERED UNDER THIS AGREEMENT,
(II)
ANY VIOLATIONS REPORTED OR RECORDED DURING ANY SUCH INSPECTION
AND/OR ANY ANALYTICAL RESULTS OBTAINED FROM REGULATORY AGENCIES WHICH ADVERSELY
AND MATERIALLY IMPACT THE PRODUCTS OR THE ABILITY TO ACQUIRE THE RAW MATERIALS
OR PACKAGING MATERIALS, AND
(III)
ANY SIGNIFICANT MANUFACTURING PROCESS DEVIATION THAT COMPROMISES
THE SAFETY AND/OR QUALITY OF THE PRODUCTS.
(C)
IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
(I)
MGPI SHALL PROVIDE MANUFACTURER WITH A DESIGNATED PARTY AND
DESIGNATED PHONE NUMBER FOR THE PURPOSE OF PROVIDING THE NOTIFICATIONS TO MGPI
UNDER THIS SECTION 11.
MANUFACTURER SHALL NOT BE RESPONSIBLE FOR THE FAILURE OF
MGPI TO MONITOR ITS DESIGNATED PHONE NUMBER.
7
(II)
MANUFACTURER WILL NOT USE RAW MATERIALS IF THEY (A) DO NOT
REASONABLY APPEAR TO CONFORM TO THE SPECIFICATIONS, OR (B) EXHIBIT APPARENT
QUALITY DEFECTS.
(III)
MANUFACTURER WILL REASONABLY MAINTAIN THE QUALITY OF RAW
MATERIALS FROM THE TIME IT RECEIVES THE RAW MATERIALS AT THE PLANT UNTIL IT
MANUFACTURES THE RAW MATERIALS INTO THE PRODUCTS.
THEREAFTER, MANUFACTURER WILL
MAINTAIN THE QUALITY OF PRODUCTS UNTIL SUCH PRODUCTS ARE DELIVERED TO MGPI.
(IV)
MANUFACTURER WILL CREDIT, REPLACE, AND RE-BILL WITHOUT COST TO
MGPI ALL PRODUCTS SOLD TO MGPI UNDER THIS AGREEMENT THAT DO NOT MEET THE
SPECIFICATIONS UNLESS THE FAILURE TO MEET SPECIFICATIONS IS CAUSED BY (A) MGPI
OR OTHERS AFTER TITLE TO THE PRODUCTS HAS PASSED TO MGPI, (B) ANY INSTRUCTION OR
DIRECTION RECEIVED BY MANUFACTURER FROM MGPI DIRECTING MANUFACTURER TO
MANUFACTURE THE PRODUCTS IN A MANNER NOT CONSISTENT WITH THE SPECIFICATIONS OR
(C) MGPI'S FAILURE TO COMPLY WITH ANY OF
ITS OBLIGATIONS UNDER THIS AGREEMENT.
MANUFACTURER WILL PROMPTLY CREDIT, REPLACE, AND RE-BILL SUCH PRODUCTS WHEN MGPI
NOTIFIES IT OF SAME.
12.
INSPECTIONS, MEASUREMENT, TESTING AND ACCEPTANCE.
(A)
QUALITY.
(I)
QUALITY OF THE PRODUCT SHALL BE DETERMINED AND CERTIFIED FROM
SAMPLES TAKEN PRIOR TO OR AT THE TIME AND PLACE OF LOADING OR TRANSFER OF THE
PRODUCT BY A MUTUALLY AGREED LABORATORY.
THE COST OF SUCH INSPECTION SHALL BE
BORNE EQUALLY