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Reply with exactly 20 lines and nothing else, in this form:
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=== FILE ===

# Procurement File: Packaging Supply Agreement, Contract Year 2026

Messara Gold Foods S.A. | Procurement Department | Heraklion, Crete

| Item | Entry |
|---|---|
| File reference | PROC-PKG-2026-01 |
| Status | Working file, version 4, assembled for the renewal decision |
| Compiled by | [REDACTED: personal name], Procurement Manager |
| Compiled on | 2026-12-09 |
| Distribution | [REDACTED: personal name] (Managing Director), [REDACTED: personal name] (Finance Controller), [REDACTED: personal name] (Legal Counsel), [REDACTED: personal name] (Production Planning Manager) |
| Contents | Part A agreement; Part B order log; Part C goods-in notes; Part D invoice register; Part E quarterly review minutes; Part F e-mail correspondence on late deliveries; Part G renewal memo; Annex 1 contacts; Annex 2 calculation conventions |

This file collects everything the Procurement Department holds on the supply of plastic and board packaging to the Heraklion plant for the contract year 2026. It is the working basis for the decision on whether to renew, renegotiate or terminate the agreement at the end of its term. Where this file and the signed agreement differ, the signed agreement prevails; the clause text reproduced in Part A is the signed text.

## Part A. Packaging Supply Agreement

### Clause 1. Parties

This Packaging Supply Agreement (the Agreement) is made between Messara Gold Foods S.A., a company incorporated in Greece with VAT number EL998877665 and its plant in the Industrial Area of Heraklion, Crete (the Buyer), and [REDACTED: counterparty], a company incorporated in Greece with VAT number [REDACTED: counterparty] (the Supplier). The Buyer and the Supplier are together the Parties.

### Clause 2. Products

The Supplier shall manufacture and deliver the following products (each a SKU) to the Buyer's plant. Quantities are counted in pieces. Each order placed under this Agreement covers exactly one SKU.

| SKU | Description | Unit of count |
|---|---|---|
| PJ-350 | Polypropylene jar, 350 ml, 82 mm neck, food grade (honey and spreads) | piece |
| HB-500 | HDPE bottle, 500 ml, with tamper-evident cap (olive oil and vinegar) | piece |
| TL-095 | Tamper-evident lid, 95 mm, lacquered, with sealing liner | piece |
| CT-012 | Corrugated shipper carton, 12-count, 3-ply, printed on two sides | piece |

Technical specifications, artwork files and food-contact declarations for each SKU are held in the quality file of the Buyer and are not reproduced here. A change to any specification requires the written approval of the Buyer's Production Planning Manager.

### Clause 3. Term

The Agreement starts on 2025-04-01 and runs for an initial term of two years, ending on 2027-03-31 (the last day of the term). Clause 11 governs renewal and termination.

### Clause 4. Orders and delivery

4.1 The Buyer places orders by e-mail to the Supplier's dispatch mailbox. Each order states the SKU, the quantity and the requested delivery date. The Supplier confirms each order in writing within two working days.

4.2 The normal lead time is 28 calendar days from the order date. The requested delivery date shall not be earlier than the order date plus 28 calendar days unless the Supplier agrees in writing. If the Parties agree a revised delivery date in writing, the revised date replaces the original requested date for all purposes of this Agreement, and the Order Log in Part B shows the agreed date.

4.3 Delivery is to the Buyer's plant in Heraklion, unloaded, on a working day between 07:00 and 15:00. The delivery date is the date on which the goods are signed for by the Buyer's warehouse (the actual delivery date). Risk passes on signature.

### Clause 5. Prices

5.1 The unit price is stated in euro (EUR) per piece, excluding VAT, for each SKU and each Volume Tier in the schedule below. The Volume Tier of an order is determined by the quantity of that order alone: Tier 1 applies to orders of fewer than [REDACTED: trade secret terms] pieces; Tier 2 applies to orders of [REDACTED: trade secret terms] pieces or more but fewer than [REDACTED: trade secret terms] pieces; Tier 3 applies to orders of [REDACTED: trade secret terms] pieces or more.

| SKU | Tier 1 unit price (EUR) | Tier 2 unit price (EUR) | Tier 3 unit price (EUR) |
|---|---|---|---|
| PJ-350 | [REDACTED: trade secret price] | [REDACTED: trade secret price] | [REDACTED: trade secret price] |
| HB-500 | [REDACTED: trade secret price] | [REDACTED: trade secret price] | [REDACTED: trade secret price] |
| TL-095 | [REDACTED: trade secret price] | [REDACTED: trade secret price] | [REDACTED: trade secret price] |
| CT-012 | [REDACTED: trade secret price] | [REDACTED: trade secret price] | [REDACTED: trade secret price] |

5.2 The prices are fixed for the initial term. They include delivery to the plant and standard pallets. Non-standard pallets or express transport are charged at cost with the prior written consent of the Buyer.

### Clause 6. Volume discount

6.1 In addition to the Volume Tier price, the Buyer receives a volume discount on the gross value of an order. The gross value of an order is its quantity multiplied by the unit price of its Volume Tier. The discount rate depends on the Cumulative Volume of the order.

6.2 The Cumulative Volume of an order is the total number of pieces, over all SKUs, of all earlier orders placed by the Buyer in the same calendar year, that is, orders with an order date before the order date of the order concerned. The order concerned is not counted in its own Cumulative Volume.

6.3 If the Cumulative Volume is at least [REDACTED: trade secret terms] pieces but less than [REDACTED: trade secret terms] pieces, the discount rate is [REDACTED: trade secret terms]. If the Cumulative Volume is at least [REDACTED: trade secret terms] pieces, the discount rate is [REDACTED: trade secret terms]. Below [REDACTED: trade secret terms] pieces there is no discount. The Cumulative Volume restarts from zero on 1 January of each year.

6.4 The net order value is the gross value less the discount, rounded half up to the nearest cent. The net order value excludes VAT and is the base for invoicing and, where applicable, for penalties under clause 7.

### Clause 7. Late delivery penalty

7.1 If the actual delivery date of an order is later than the requested delivery date (as shown in the Order Log after any agreed revision under clause 4.2), the Supplier owes the Buyer a penalty. The penalty accrues for each calendar day by which the actual delivery date is later than the requested delivery date, at the rate of [REDACTED: trade secret terms] of the net order value of the late order per calendar day. Saturdays, Sundays and public holidays count as calendar days.

7.2 The total penalty for one order shall not exceed [REDACTED: trade secret terms] of the net order value of that order (the cap). The cap applies to each order separately. There is no grace period: delivery on the requested date is on time, delivery on any later date is late.

7.3 The penalty for an order is calculated on the net order value as defined in clause 6.4, before VAT, and is rounded half up to the nearest cent. Penalties are settled by credit note issued by the Supplier. Payment of the penalty does not release the Supplier from its other obligations, and the Buyer's right to claim proven damage beyond the penalty is excluded.

7.4 The Supplier is not liable for a penalty if the delay is caused solely by the Buyer or by a force majeure event that the Supplier notified to the Buyer in writing within 48 hours of its start and which the Buyer confirmed in writing. No such notification was made or confirmed in respect of any order in the Order Log.

### Clause 8. Minimum annual volume

8.1 The Buyer shall order, in each calendar year of the term, at least [REDACTED: trade secret terms] pieces in total over all SKUs (the minimum annual volume). Volume is measured by the order date of each order and by the quantities ordered, not by the quantities delivered or invoiced.

8.2 If the volume ordered in a calendar year is below the minimum annual volume, the Parties shall meet within 30 calendar days after the end of that year to review the forecast and the capacity reserved by the Supplier. The only consequence of a shortfall under this Agreement is that review and the Supplier's right to adjust the prices of the following contract year in accordance with clause 11.

### Clause 9. Invoicing and payment

9.1 The Supplier invoices each order on the first working day after the actual delivery date. One invoice covers one order. Each invoice shows the order number, SKU, quantity, Volume Tier unit price, discount, net order value, VAT and the total.

9.2 VAT is charged at the rate of 24 percent of the net order value, rounded half up to the nearest cent. The invoice total is the net order value plus VAT. Penalties under clause 7 do not reduce the invoice; they are settled separately by credit note.

9.3 The Buyer pays each invoice within 60 calendar days of the invoice date. The due date is the invoice date plus 60 calendar days, without adjustment for weekends or public holidays. Payment is by bank transfer to the account stated on the invoice.

### Clause 10. Quality

10.1 The Buyer inspects each delivery at goods-in according to the sampling plan in its quality file. A deviation is notified to the Supplier within 10 working days of the actual delivery date. The Supplier replaces non-conforming pieces at its own cost within the lead time that the Parties agree for the replacement. A quality claim does not suspend the payment term for the undisputed part of an invoice.

### Clause 11. Term, renewal and termination

11.1 At the end of the initial term, the Agreement renews automatically for successive periods of 12 months, unless a Party gives written notice of termination. A notice of termination must be sent not later than 90 calendar days before the last day of the term then running. The notice period is counted back from the last day of the term, and the last day of the term is not itself counted as one of the 90 days.

11.2 A notice is given on the day on which it is sent by e-mail to the address of the Managing Director of the other Party shown in Annex 1, with a copy by registered post. The date of sending the e-mail is the date of the notice.

11.3 Either Party may terminate with immediate effect for a material breach that is not remedied within 30 calendar days of written notice, or if the other Party is subject to insolvency proceedings.

11.4 The Supplier may propose an adjustment of prices for the following contract year in writing, no later than the date on which a notice of termination under clause 11.1 could be given. The Buyer is not bound by such a proposal.

### Clause 12. Escalation and disputes

12.1 A dispute about an invoice, a delivery or a penalty is raised in writing with the Supplier's representative determined by the number of calendar days between the invoice date of the invoice concerned and the date on which the dispute is raised:

| Calendar days from invoice date to the day the dispute is raised | Supplier representative |
|---|---|
| 0 to 15 | Key Account Manager ([REDACTED: personal name]) |
| 16 to 45 | Sales Director ([REDACTED: personal name]) |
| 46 or more | Managing Director ([REDACTED: personal name]) |

12.2 The representative answers within 10 working days. If the dispute is not resolved within 30 calendar days of the first notice, either Party may refer it to the courts under clause 15.

### Clause 13. Confidentiality

13.1 The prices, discount scales, penalty terms and volumes under this Agreement are confidential. Each Party discloses them only to its own employees, advisers and auditors who need to know, and to a competent authority when required by law. This obligation survives termination for three years.

### Clause 14. Notices

14.1 Notices under this Agreement are in writing in English or Greek and are sent to the addresses in Annex 1. A change of address is effective when notified. Orders under clause 4.1 and routine operational messages are not notices for the purpose of this clause.

### Clause 15. Governing law and venue

15.1 The Agreement is governed by Greek law. The courts of Heraklion have exclusive jurisdiction over any dispute arising from or in connection with the Agreement.

### Clause 16. Signatures

Signed in two originals in Heraklion on 2025-03-24.

| For the Buyer | For the Supplier |
|---|---|
| Messara Gold Foods S.A. | [REDACTED: counterparty] |
| [REDACTED: personal name], Managing Director | [REDACTED: personal name], Managing Director |
| E-mail: [REDACTED: personal contact] | E-mail: [REDACTED: personal contact] |

## Part B. Order log 2026

The Order Log lists every order placed in 2026 up to the compilation date. It was exported from the Buyer's purchasing system. The requested delivery date is the date agreed after any revision under clause 4.2. The actual delivery date is the date on which the Buyer's warehouse signed the delivery note. Quantities are in pieces. No order was cancelled and none is outstanding; the plant closes for inventory on 2026-12-11 and no further orders will be placed in 2026.

| Order no. | Order date | SKU | Quantity (pieces) | Requested delivery | Actual delivery |
|---|---|---|---|---|---|
| PO-26-001 | 2026-01-12 | PJ-350 | 60,000 | 2026-02-09 | 2026-02-09 |
| PO-26-002 | 2026-01-19 | TL-095 | 80,000 | 2026-02-16 | 2026-02-16 |
| PO-26-003 | 2026-02-02 | CT-012 | 24,000 | 2026-03-02 | 2026-03-04 |
| PO-26-004 | 2026-02-16 | HB-500 | 42,000 | 2026-03-16 | 2026-03-16 |
| PO-26-005 | 2026-03-02 | PJ-350 | 105,000 | 2026-03-30 | 2026-03-30 |
| PO-26-006 | 2026-03-16 | TL-095 | 120,000 | 2026-04-13 | 2026-04-17 |
| PO-26-007 | 2026-04-06 | HB-500 | 54,000 | 2026-05-04 | 2026-05-04 |
| PO-26-008 | 2026-04-20 | CT-012 | 30,000 | 2026-05-18 | 2026-05-18 |
| PO-26-009 | 2026-05-04 | PJ-350 | 72,000 | 2026-06-01 | 2026-06-01 |
| PO-26-010 | 2026-05-18 | HB-500 | 110,000 | 2026-06-15 | 2026-06-26 |
| PO-26-011 | 2026-06-08 | TL-095 | 64,000 | 2026-07-06 | 2026-07-06 |
| PO-26-012 | 2026-06-22 | PJ-350 | 48,000 | 2026-07-20 | 2026-07-23 |
| PO-26-013 | 2026-07-06 | CT-012 | 18,000 | 2026-08-03 | 2026-08-03 |
| PO-26-014 | 2026-07-20 | HB-500 | 66,000 | 2026-08-17 | 2026-08-17 |
| PO-26-015 | 2026-08-03 | PJ-350 | 126,000 | 2026-08-31 | 2026-09-23 |
| PO-26-016 | 2026-08-17 | TL-095 | 90,000 | 2026-09-14 | 2026-09-14 |
| PO-26-017 | 2026-09-07 | CT-012 | 37,500 | 2026-10-05 | 2026-10-08 |
| PO-26-018 | 2026-09-21 | HB-500 | 58,000 | 2026-10-19 | 2026-10-19 |
| PO-26-019 | 2026-10-05 | PJ-350 | 84,000 | 2026-11-02 | 2026-11-09 |
| PO-26-020 | 2026-10-19 | TL-095 | 100,000 | 2026-11-16 | 2026-11-16 |
| PO-26-021 | 2026-11-02 | HB-500 | 52,000 | 2026-11-30 | 2026-12-02 |

For this file the calendar quarters are: first quarter January to March, second quarter April to June, third quarter July to September, fourth quarter October to December. An order belongs to the quarter of its order date.

## Part C. Goods-in notes

The warehouse supervisor records one line per delivery. The notes below are taken from the goods-in book. They deal with condition and handling only; dates are in the Order Log.

| Order no. | Goods-in remark |
|---|---|
| PO-26-001 | Two pallets stretch-wrapped, count correct, no damage. |
| PO-26-002 | Lids packed in sealed bags, bag labels legible, count correct. |
| PO-26-003 | Cartons arrived flat on three pallets; one pallet had a damp corner, cartons set aside and replaced from the next lorry. |
| PO-26-004 | Bottles on shrink-wrapped layers, caps in separate cartons, count correct. |
| PO-26-005 | Jars on layer pads, one layer showed scuffing, sample taken, accepted. |
| PO-26-006 | Lids in sealed bags; liner adhesion checked on 20 pieces, passed. |
| PO-26-007 | Bottles accepted; one carton of caps short, supplied with the next delivery. |
| PO-26-008 | Cartons flat, print registration checked, accepted. |
| PO-26-009 | Jars accepted; pallet labels carried the old SKU code, corrected by the supplier. |
| PO-26-010 | Bottles accepted; wall thickness sample measured, within tolerance. |
| PO-26-011 | Lids accepted; count correct. |
| PO-26-012 | Jars accepted; neck finish checked on 30 pieces, passed. |
| PO-26-013 | Cartons accepted; barcode scan on the printed side passed. |
| PO-26-014 | Bottles accepted; two pallets had torn film, product undamaged. |
| PO-26-015 | Jars accepted after a full sampling check because the lot code differed from the order confirmation; lot code later confirmed by the supplier. |
| PO-26-016 | Lids accepted; liner adhesion passed. |
| PO-26-017 | Cartons accepted; glue seam checked, passed. |
| PO-26-018 | Bottles accepted; count correct. |
| PO-26-019 | Jars accepted; sample sent to the laboratory for migration check, report filed. |
| PO-26-020 | Lids accepted; count correct, bags intact. |
| PO-26-021 | Bottles accepted; one pallet re-stacked by the warehouse. |

## Part D. Invoice register

Invoice numbers and invoice dates are taken from the Supplier's invoices as booked in the Buyer's accounts payable ledger. Each invoice is raised on the first working day after the actual delivery date, as clause 9.1 requires. The invoice amounts are held in the ledger and are not reproduced in this file; they follow from the quantities in the Order Log, the prices and discount in Part A, and the VAT rate in clause 9.2.

| Invoice no. | Invoice date | Order no. | SKU |
|---|---|---|---|
| INV-2026-1047 | 2026-02-10 | PO-26-001 | PJ-350 |
| INV-2026-1054 | 2026-02-17 | PO-26-002 | TL-095 |
| INV-2026-1061 | 2026-03-05 | PO-26-003 | CT-012 |
| INV-2026-1068 | 2026-03-17 | PO-26-004 | HB-500 |
| INV-2026-1075 | 2026-03-31 | PO-26-005 | PJ-350 |
| INV-2026-1082 | 2026-04-20 | PO-26-006 | TL-095 |
| INV-2026-1089 | 2026-05-05 | PO-26-007 | HB-500 |
| INV-2026-1096 | 2026-05-19 | PO-26-008 | CT-012 |
| INV-2026-1103 | 2026-06-02 | PO-26-009 | PJ-350 |
| INV-2026-1110 | 2026-06-29 | PO-26-010 | HB-500 |
| INV-2026-1117 | 2026-07-07 | PO-26-011 | TL-095 |
| INV-2026-1124 | 2026-07-24 | PO-26-012 | PJ-350 |
| INV-2026-1131 | 2026-08-04 | PO-26-013 | CT-012 |
| INV-2026-1138 | 2026-08-18 | PO-26-014 | HB-500 |
| INV-2026-1145 | 2026-09-24 | PO-26-015 | PJ-350 |
| INV-2026-1152 | 2026-09-15 | PO-26-016 | TL-095 |
| INV-2026-1159 | 2026-10-09 | PO-26-017 | CT-012 |
| INV-2026-1166 | 2026-10-20 | PO-26-018 | HB-500 |
| INV-2026-1173 | 2026-11-10 | PO-26-019 | PJ-350 |
| INV-2026-1180 | 2026-11-17 | PO-26-020 | TL-095 |
| INV-2026-1187 | 2026-12-03 | PO-26-021 | HB-500 |

The Buyer has paid every invoice whose due date falls on or before 2026-12-08, each on or before its due date. Invoices with a later due date are open at the compilation date.

## Part E. Minutes of the quarterly review meeting, 2026-07-14

Place: Buyer's plant, Heraklion. Present for the Buyer: [REDACTED: personal name] (chair), [REDACTED: personal name]. Present for the Supplier: [REDACTED: personal name], [REDACTED: personal name]. Minutes by [REDACTED: personal name].

**1. Volumes and forecast.** The Buyer presented the demand forecast for the second half of the year. The Supplier confirmed that it reserves press time for the jar and bottle lines on the basis of the minimum annual volume and asked the Buyer to keep a steady order rhythm of one order every two weeks, with a longer pause allowed around the Easter and summer weeks. The Buyer said that the pace of orders in the first half was in line with the plan but that a final view on the minimum annual volume would be possible only in the autumn.

**2. Delivery performance.** The Buyer listed the deliveries of the first half that arrived after the requested date and noted that two of them had stopped a filling line for part of a shift. The Supplier explained that the lid line had been short of lacquered sheet in April and that a second jar mould had been commissioned in June. The Supplier committed to give two working days of warning whenever it sees a risk to a requested date. The Buyer pointed out that the penalty under clause 7 applies in any case and that it will be calculated in accordance with the clause once the year is complete.

**3. Quality.** Three minor deviations of the first half were closed. The Buyer asked for pallet labels with the correct SKU code on every delivery; the Supplier agreed.

**4. Sustainability.** The Supplier presented a proposal to supply bottles with a share of recycled content from the next contract year. The Buyer asked for a sample run and for a price quotation separate from the existing schedule. No decision was taken.

**5. Next steps.** The Buyer will send the revised forecast by the end of September. The Supplier will send the sample bottles in October. Next meeting: after the end of the year, as clause 8.2 requires if the minimum annual volume is not reached.

## Part F. E-mail correspondence on late deliveries

The messages below are reproduced in date order. Order references are to the Order Log in Part B.

---
**From:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**To:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**Cc:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**Date:** 2026-09-24 08:12  
**Subject:** PO-26-015 jars arrived - line 2 stopped

Dear [REDACTED: personal name],

The jars of PO-26-015 were signed for yesterday afternoon. As you know, filling line 2 had been waiting for them and the honey run planned for that week was moved twice. We covered the gap with overtime on lines 1 and 3 and the extra labour cost for the week was EUR 11,400. In addition two customer orders for the first week of September left the plant late.

Please treat this as a formal complaint to the supplier. This is not the first time this year: PO-26-003, PO-26-006, PO-26-010 and PO-26-012 were also delivered after the requested date, and I have asked the warehouse to confirm each delivery date from the signed notes.

Regards,

[REDACTED: personal name]

Production Planning Manager | [REDACTED: personal contact]

---
**From:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**To:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**Cc:** [REDACTED: personal name] <[REDACTED: personal contact]>; [REDACTED: personal name] <[REDACTED: personal contact]>  
**Date:** 2026-09-25 09:40  
**Subject:** Formal notice: late delivery PO-26-015 and earlier orders

Dear [REDACTED: personal name],

We give notice that the jars of PO-26-015 were delivered after the requested delivery date of 2026-08-31, which had been confirmed in your order confirmation. Under clause 7 of our Supply Agreement the late-delivery penalty applies. We also reserve our position on the earlier late deliveries of this year, which we are compiling.

Please explain the cause of the delay in writing and tell us what you are doing to prevent a repetition. The delay stopped one of our filling lines, as described in the attached internal note.

Kind regards,

[REDACTED: personal name]

Procurement Manager, Messara Gold Foods S.A. | [REDACTED: personal contact]

---
**From:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**To:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**Cc:** [REDACTED: personal name] <[REDACTED: personal contact]>; [REDACTED: personal name] <[REDACTED: personal contact]>  
**Date:** 2026-09-28 16:05  
**Subject:** RE: Formal notice: late delivery PO-26-015 and earlier orders

Dear [REDACTED: personal name],

Thank you for your message and please accept our apologies. The delay on PO-26-015 had two causes: a failure of the forming tool on the jar press, which needed a replacement part from abroad, and a late resin delivery to our own site. [REDACTED: counterparty] has since commissioned a second mould and we have raised our safety stock of resin.

On the penalty we would like to put forward two points for discussion. First, we believe the days should be counted in working days, because our own production calendar and our lorries run on working days. Second, we understand the penalty to be calculated on the gross value of the order before any discount, which is how our sales system shows it, and we would ask you to confirm the cap that applies. We would welcome a call.

With kind regards,

[REDACTED: personal name]

Key Account Manager, [REDACTED: counterparty] | [REDACTED: personal contact] | [REDACTED: personal contact]

---
**From:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**To:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**Cc:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**Date:** 2026-09-30 11:20  
**Subject:** Late deliveries 2026 - what do I book?

Hello [REDACTED: personal name],

To book the expected credit notes I need a clear list. I have taken the orders from the log whose actual delivery date is later than the requested date and I have the penalty calculation sheet open. Before I fill it I need to know three things: which value the penalty is calculated on (gross, net of discount, or invoice total with VAT), whether days are calendar days or working days, and whether the cap applies per order or per year.

Please do not send me the supplier's version; I would like the contract answer. I will also need to know whether the credit note reduces the VAT base.

Thanks,

[REDACTED: personal name]

Finance Controller | [REDACTED: personal contact]

---
**From:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**To:** [REDACTED: personal name] <[REDACTED: personal contact]>; [REDACTED: personal name] <[REDACTED: personal contact]>  
**Date:** 2026-10-02 10:15  
**Subject:** RE: Late deliveries 2026 - what do I book?

Hello [REDACTED: personal name] and [REDACTED: personal name],

The answers are in the signed text and need no interpretation. Clause 7.1 counts calendar days, and it says in terms that Saturdays, Sundays and public holidays count. The supplier's working-day argument therefore has no basis in the Agreement. The base is the net order value defined in clause 6.4, that is, gross value less the volume discount, rounded to the cent, and before VAT. The invoice total with VAT is not the base, and the gross value is not the base either.

The cap in clause 7.2 applies to each order separately, as a percentage of that order's net order value. There is no grace period. Clause 7.3 provides that the penalty is rounded half up to the cent and settled by credit note, so it does not change the invoice; how the credit note is treated for VAT is a question for the accountants and not for the contract.

If the supplier raises a dispute about an invoice, clause 12.1 decides whom it goes to, depending on the number of days since the invoice date. For a dispute about a penalty, the invoice concerned is the invoice of the late order.

Regards,

[REDACTED: personal name]

Legal Counsel

---
**From:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**To:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**Cc:** [REDACTED: personal name] <[REDACTED: personal contact]>; [REDACTED: personal name] <[REDACTED: personal contact]>; [REDACTED: personal name] <[REDACTED: personal contact]>  
**Date:** 2026-10-06 14:30  
**Subject:** Late deliveries - penalty method and request for written confirmation

Dear [REDACTED: personal name],

I am writing to you because [REDACTED: personal name] and I have been unable to agree the method of calculating the late-delivery penalty. Our legal counsel has confirmed the method in clause 7: calendar days, net order value after discount, cap per order. I ask you to confirm in writing that [REDACTED: counterparty] accepts this method for all orders of 2026.

I would also like to use this occasion to say that our relationship is a good one. The quality of the product is not in question and we want to keep working together. The delivery record of this year, however, has cost us money, and we will need a credible plan before we can talk about the next contract year.

Kind regards,

[REDACTED: personal name]

[REDACTED: personal contact]

---
**From:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**To:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**Cc:** [REDACTED: personal name] <[REDACTED: personal contact]>; [REDACTED: personal name] <[REDACTED: personal contact]>; [REDACTED: personal name] <[REDACTED: personal contact]>  
**Date:** 2026-10-13 17:45  
**Subject:** RE: Late deliveries - penalty method and request for written confirmation

Dear [REDACTED: personal name],

Thank you for your letter. After checking with [REDACTED: personal name] and our finance team, I can confirm that we accept the method of clause 7 as you describe it: calendar days, the net order value after discount as the base, the cap of [REDACTED: trade secret terms] applied per order, and rounding to the cent. We withdraw the working-day proposal.

We will issue credit notes for the late orders as soon as we receive your schedule, and in any case within 30 days of receiving it. We ask that the schedule lists, for each late order, the requested date, the actual date and the net order value you used, so that our finance team can reconcile it. If a figure differs we will come back to you within 10 working days.

Separately, we would like to discuss the renewal. The cost of resin and energy has moved since 2025 and we will send you a written proposal on prices before the date mentioned in clause 11.4.

Kind regards,

[REDACTED: personal name]

Sales Director, [REDACTED: counterparty] | [REDACTED: personal contact] | [REDACTED: personal contact]

---
**From:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**To:** [REDACTED: personal name] <[REDACTED: personal contact]>; [REDACTED: personal name] <[REDACTED: personal contact]>  
**Cc:** [REDACTED: personal name] <[REDACTED: personal contact]>  
**Date:** 2026-10-16 09:05  
**Subject:** Late deliveries - agreed settlement method

[REDACTED: personal name], [REDACTED: personal name],

The supplier has confirmed in writing, through [REDACTED: personal name], that it accepts the clause 7 method for all orders of 2026. Finance can therefore prepare the penalty schedule for every late order of the year using the net order value after discount, calendar days and the per-order cap. Orders delivered after today will be added when they are delivered. I will send the schedule to the supplier after you have checked the net order values against the ledger.

For the renewal discussion this gives us a clean position: no open argument about the method, only the amounts to reconcile. I suggest we do not trade the penalties against the price proposal that the supplier has announced.

[REDACTED: personal name]

---

## Part G. Renewal memo

| | |
|---|---|
| To | [REDACTED: personal name], Managing Director |
| From | [REDACTED: personal name], Procurement Manager |
| Copy | [REDACTED: personal name]; [REDACTED: personal name]; [REDACTED: personal name] |
| Date | 2026-12-09 |
| Subject | Packaging supply agreement: renew, renegotiate or terminate |

**Decision requested.** The initial term of the agreement ends on 2027-03-31. If neither party sends a notice of termination in time, the agreement renews on the same terms for 12 months. I ask for your decision by 2026-12-18 on which of three options we follow. The notice deadline in clause 11 is close and the decision cannot wait for the new year.

**Position at year end.** The Buyer placed 21 orders in 2026. The last order was placed on 2026-11-02 and the plant closes for inventory on 2026-12-11, so the order volume of the year is final. The volume is below the minimum annual volume in clause 8.1. Under clause 8.2 the only consequence is a review meeting and the supplier's right to adjust prices for the following contract year. The shortfall is a result of the slower demand for the bottle line in the summer; it was foreseeable in July and we told the supplier so at the review meeting.

**Delivery performance.** Part B and Part F show that several orders were delivered after the requested date. The supplier accepted the penalty method on 2026-10-13. The two late deliveries after the exchange of October, namely PO-26-019 and PO-26-021, are not yet in the settlement schedule of 2026-10-16 and Finance must add them. The supplier has commissioned a second jar mould and raised its resin stock, and the goods-in notes show no quality problem of substance.

**Supplier proposal.** On 2026-11-24 the supplier sent a written price proposal under clause 11.4: an increase of [REDACTED: trade secret price] on all unit prices of the schedule in clause 5 for the contract year starting on 2027-04-01, with no change to the volume tiers and the discount scale. The supplier links the proposal to a longer term of three years. We have not answered.

**Options.**

| Option | What it means | Main advantage | Main risk |
|---|---|---|---|
| A. Let it renew | No notice; renewal for 12 months on today's terms | No disruption, prices fixed under clause 5.2 for the initial term only | The supplier's price proposal takes effect for the new year; no leverage on delivery |
| B. Renegotiate | Send a protective notice of termination and negotiate a new agreement before the end of the term | Leverage on price, minimum volume and the cap | The agreement ends if no new one is signed; supply risk in April |
| C. Tender | Send notice and run a tender among three suppliers | Market price check of the packaging basket | Qualification time of at least four months for new jar and bottle suppliers |

**Recommendation.** Option B. The notice is protective and can be withdrawn by agreement; it keeps the position open while the negotiation takes place. I propose that we ask for a lower minimum annual volume, a cap on the price increase below the supplier's proposal, a delivery-performance clause with a higher cap per order, and a joint forecast every quarter. Legal Counsel will prepare the notice, and the Managing Director signs it. The notice must be sent to the supplier's Managing Director by e-mail with a copy by registered post, as clause 11.2 provides, and the sending date counts.

**Timetable.**

| Step | Owner | Date |
|---|---|---|
| Decision on option | Managing Director | 2026-12-18 |
| Penalty schedule completed with PO-26-019 and PO-26-021 | Finance Controller | 2026-12-16 |
| Notice prepared for signature | Legal Counsel | 2026-12-21 |
| First negotiation meeting with the supplier | Procurement Manager | 2027-01-12 |
| Revised forecast sent to the supplier | Production Planning Manager | 2027-01-08 |

**Authority.** Under the Buyer's signature policy, a notice of termination or a new supply agreement requires the signature of the Managing Director. The Procurement Manager may sign orders under the existing agreement.

## Annex 1. Contacts

| Role | Name | E-mail | Telephone |
|---|---|---|---|
| Buyer: Procurement Manager | [REDACTED: personal name] | [REDACTED: personal contact] | [REDACTED: personal contact] |
| Buyer: Managing Director | [REDACTED: personal name] | [REDACTED: personal contact] | [REDACTED: personal contact] |
| Buyer: Production Planning Manager | [REDACTED: personal name] | [REDACTED: personal contact] | [REDACTED: personal contact] |
| Buyer: Finance Controller | [REDACTED: personal name] | [REDACTED: personal contact] | [REDACTED: personal contact] |
| Buyer: Legal Counsel | [REDACTED: personal name] | [REDACTED: personal contact] | - |
| Supplier: Managing Director | [REDACTED: personal name] | [REDACTED: personal contact] | [REDACTED: personal contact] |
| Supplier: Key Account Manager | [REDACTED: personal name] | [REDACTED: personal contact] | [REDACTED: personal contact] |
| Supplier: Sales Director | [REDACTED: personal name] | [REDACTED: personal contact] | [REDACTED: personal contact] |
| Supplier: Dispatch Coordinator | [REDACTED: personal name] | [REDACTED: personal contact] | [REDACTED: personal contact] |

Orders under clause 4.1 go to the dispatch mailbox. Notices under clause 11.2 go to the Managing Director of the other Party.

## Annex 2. Calculation conventions

The following conventions apply to every calculation in this file and in the agreement. They are written down so that Procurement, Finance and the Supplier arrive at the same figures.

1. All amounts are in euro (EUR). Unit prices carry three decimals. Gross value and discount are computed exactly; the net order value is rounded half up to the cent once, as clause 6.4 says.
2. A calendar day is any day of the calendar. The number of days by which a delivery is late is the actual delivery date minus the requested delivery date, counted in calendar days; delivery on the requested date is zero days late.
3. The penalty percentage for an order is the number of days late multiplied by the daily rate of clause 7.1, but not more than the cap of clause 7.2. The penalty amount is the penalty percentage multiplied by the net order value, rounded half up to the cent.
4. The invoice total is the net order value plus VAT at 24 percent, where VAT is the net order value multiplied by 0.24 and rounded half up to the cent.
5. The due date of an invoice is the invoice date plus the payment term of clause 9.3 in calendar days. A date counted back from a stated date, as in clause 11.1, is the stated date minus the number of calendar days.
6. The Cumulative Volume of an order sums the quantities of all earlier orders of the same calendar year over all SKUs; two orders on the same day do not count for each other (no such case occurs in 2026).
7. A Volume Tier is read from the quantity of the single order, not from the Cumulative Volume. The Cumulative Volume determines the discount rate only.

=== QUESTIONS ===

Q1: What is the full legal name of the Supplier under the packaging supply agreement?
Q2: How many of the 2026 orders in the Order Log were delivered after their requested delivery date?
Q3: What is the unit price, in EUR per piece, for SKU PJ-350 at Volume Tier 2?
Q4: On what date (YYYY-MM-DD) is invoice INV-2026-1082 due for payment?
Q5: What is the net order value of order PO-26-009 after the volume discount, in EUR excluding VAT, rounded to the cent?
Q6: What penalty, in EUR rounded to the cent, does the Supplier owe under clause 7 for order PO-26-010? (Clause 7 and the Order Log apply.)
Q7: What penalty, in EUR rounded to the cent, does the Supplier owe under clause 7 for order PO-26-015?
Q8: How many pieces of SKU HB-500 were ordered in the second quarter of 2026 (April to June, by order date)?
Q9: By how many pieces does the total volume ordered in 2026 fall short of the minimum annual volume?
Q10: What is the latest date (YYYY-MM-DD) on which a notice of termination can be sent so that the term ends on 2027-03-31?
Q11: What is the total penalty, in EUR rounded to the cent, owed by the Supplier under clause 7 for all late orders of 2026 in the Order Log (sum of the per-order penalties)?
Q12: Which order was delivered the most calendar days after its requested delivery date?
Q13: How many calendar days late was order PO-26-019?
Q14: Which order was the first to receive the higher of the two volume discount rates?
Q15: Which SKU had the largest total number of pieces ordered in 2026?
Q16: What is the total of invoice INV-2026-1173 including VAT, in EUR rounded to the cent?
Q17: How much volume discount, in EUR rounded to the cent, was granted on order PO-26-012?
Q18: How many of the 2026 orders were priced at Volume Tier 3?
Q19: How many of the 2026 invoices in Part D fall due for payment in January 2027?
Q20: A dispute about invoice INV-2026-1145 is raised on 2026-10-14. Which Supplier representative (by name) should receive it under clause 12.1?
