TO INFORM BUYER OF
GENERAL MARKET AND INDUSTRY CONDITIONS, INCLUDING INFORMATION RELATED TO THE
WHEAT MARKET.
SUPPLIER WILL PROVIDE BUYER INFORMATION ON THE WHEAT MARKET ON A
WEEKLY BASIS OR AS REQUESTED BY BUYER.
4.
TERM.
THIS AGREEMENT SHALL COMMENCE ON
THE DATE HEREOF AND CONTINUE HEREAFTER FOR AN INITIAL PERIOD OF FIVE (5) YEARS,
SUBJECT TO TERMINATION AS SET FORTH IN SECTION 7 HEREOF.
THIS AGREEMENT SHALL
AUTOMATICALLY RENEW FOR ONE ADDITIONAL PERIOD OF FIVE (5) YEARS UNLESS EITHER
PARTY GIVES THE OTHER WRITTEN NOTICE OF TERMINATION AT LEAST ONE HUNDRED AND
EIGHTY (180) DAYS PRIOR TO THE END OF THE INITIAL TERM.
5.
QUALITY CONTROL.
5.1
INSPECTION.
BUYER (OR ITS DESIGNATED REPRESENTATIVES) SHALL, UPON
48 HOURS' PRIOR WRITTEN NOTICE, DURING ANY PRODUCTION OPERATIONS CONTEMPLATED
UNDER THIS AGREEMENT, HAVE THE RIGHT TO INSPECT THE SUPPLIER'S FACILITIES,
PROCEDURES AND EQUIPMENT UTILIZED IN PRODUCING THE INGREDIENTS.
BUYER (OR ITS
DESIGNATED REPRESENTATIVES) SHALL COMPLY WITH ALL OF SUPPLIER'S STANDARD
FACILITY ENTRY POLICIES AND PROCEDURES.
IF ANY SUCH FACILITIES, PROCEDURES OR
EQUIPMENT ARE NOT IN ACCORDANCE WITH APPLICABLE PROCEDURES STANDARD TO THE
INDUSTRY AND/OR THE SPECIFICATIONS, SUPPLIER SHALL TAKE IMMEDIATE ACTION TO
CORRECT SUCH DEFICIENCIES AT NO COST TO BUYER.
IT IS UNDERSTOOD THAT BUYER IS
RESPONSIBLE FOR THE COSTS, AND ENTITLED TO THE RESULTS, OF ANY SUCH INSPECTION.
SUPPLIER SHALL ADVISE BUYER PROMPTLY OF ANY REPORT, VIOLATION, CITATION OR OTHER
ADVERSE ACTION WHICH HAS BEEN PROVIDED TO SUPPLIER BY ANY AGENT OR
REPRESENTATIVE OF ANY GOVERNMENTAL AGENCY OR AUTHORITY WHICH COULD REASONABLY BE
EXPECTED TO ADVERSELY IMPACT SUPPLIER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER
THIS
*** indicates that material deemed confidential has been omitted from this
document pursuant to a request for confidential treatment under Exchange Act
Rule 24b-2 and 5 U.S.C. 552(b)(4) and has been filed separately with the Office
of the Secretary of the Securities and Exchange Commission
3
AGREEMENT.
NO SUCH INSPECTIONS BY BUYER SHALL RELIEVE SUPPLIER OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
SUPPLIER will provide BUYER annually with a copy of its third-party food safety
audit for its facilities which provide Products to BUYER.
5.2
HACCP.
SUPPLIER HEREBY REPRESENTS THAT IT SHALL PRODUCE ALL
INGREDIENTS PURSUANT TO THE HACCP PLAN CURRENTLY IN PLACE AT THE FACILITIES.
AT
THE DISCRETION OF BUYER, SUPPLIER MAY BE REQUIRED TO PROVIDE A REPRESENTATION ON
AT LEAST A SEMI-ANNUAL BASIS THAT IT IS IN COMPLIANCE WITH THE HACCP PLAN AT THE
FACILITIES.
SUPPLIER REPRESENTS THAT IT WILL UPDATE THE HACCP PLAN AS REQUIRED
BY GOVERNMENTAL AGENCIES AND THAT IT SHALL MAKE SUCH UPDATES AVAILABLE FOR
REVIEW.
5.3
CERTIFICATIONS.
SUPPLIER WILL PROVIDE THE FOLLOWING CERTIFICATIONS
ON ANNUAL BASIS AS REQUESTED BY BUYER:
A.
KOSHER CERTIFICATE;
B.
HALAL CERTIFICATE, OR HALAL SUITABILITY
STATEMENT;
C.
CONTINUING GUARANTEE (FDA);
D.
CERTIFICATE OF ORIGIN;
E.
MELAMINE FREE STATEMENT;
F.
GMO FREE STATEMENT;
G.
ALLERGEN STATEMENT;
H.
BOVINE SPONGIFORM ENCEPHALOPATHY
(BSE)/TRANSMISSIBLE SPONGIFORM ENCEPHALOPATHY (TSE) FREE STATEMENT;
I.
RESIDUAL PESTICIDE ANALYSIS (EACH
NEW CROP YEAR); AND
J.
HEAVY METALS ANALYSIS (MOST
CURRENT).
6.
PROPRIETARY INFORMATION.
EACH PARTY
SHALL