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Standard Terms and Conditions of Sale

These Standard Terms and Conditions of Sale (“Standard Terms & Conditions”) apply to any purchase and sale of all Product(s) (defined below) from Brewers Supply Group, Inc., a Delaware corporation d/b/a RahrBSG and d/b/a CanCraft, or Brewers Supply Group (Canada) Limited d/b/a RahrBSG Canada (collectively, “RahrBSG”) to any third party placing an order for or taking title to the Products from RahrBSG (the “Customer”) unless the parties mutually enter into a separate legally binding contract that expressly disclaims or preempts these Standard Terms & Conditions.

1. APPLICATION. Customer agrees to these Standard Terms & Conditions by submitting an order for or accepting delivery of the Products. “Product(s)” means all goods sold or offered for sale by RahrBSG (as “goods” are defined by Section 336.2-105 of the Minnesota Uniform Commercial Code), including specially manufactured goods, which are tangible and movable at the time of identification for a sale. Certain Products sold by RahrBSG are subject to modified or additional terms contained in an addendum to these Standard Terms & Conditions, which are hereby incorporated into these Standard Terms & Conditions by reference.

2. ENTIRE AGREEMENT. These Standard Terms & Conditions, together with any Product-specific addendums attached hereto, RahrBSG’s invoice, and any other modifications delivered by RahrBSG in a form expressly providing for such modification, set forth the entire understanding between RahrBSG and the Customer. By submitting an order for or accepting delivery of Products from RahrBSG, the Customer expressly disclaims any additional or contrary provisions contained in any purchase order or other communication from Customer.

3. CUSTOMER REPRESENTATIONS. By placing an order with RahrBSG for Products, Customer represents to RahrBSG that: (i) Customer is able to pay its obligations in the ordinary course of business, (ii) the order for purchase of the Products is legally binding on Customer, (iii) the person ordering Products on behalf of Customer is duly authorized and has full power and authority to bind Customer to such obligations, (iv) Customer will ensure there is adequate personnel on its premises to receive and accept deliveries of Product it has ordered in accordance with Section 12 below, (v) Customer is in compliance, and shall comply, with all applicable laws, regulations, and ordinances applicable to the purchase, transportation and use of the Products, and (vi) Customer has in effect all the licenses, permissions, authorizations, consents, and permits that it needs to purchase and accept shipment of the Products and to carry out its obligations under these Standard Terms & Conditions.

4. PRICE. Customer shall purchase the Products from RahrBSG at the price in force at the time Customer’s order is made as evidenced by RahrBSG’s invoice. RahrBSG’s current Product pricing is available to Customer at Customer’s request; provided, however, that RahrBSG’s price lists are confidential and proprietary information, provided solely for Customer’s use in connection with its purchase of Products, and may not be disclosed to third parties or copied without RahrBSG’s prior written consent. RahrBSG reserves the right to change the price of any Product at any time in its sole discretion, with or without notice to customer. Except as otherwise indicated by RahrBSG in writing, all prices for Product are exclusive of all taxes or duties imposed by any governmental authority, all shipping and handling charges, all dunnage/pallet charges, and any other miscellaneous non-standard delivery charges – all of which are the responsibility of Customer but itemized separately on RahrBSG’s invoice to Customer.

5. TAXES AND DUTIES. Customer shall be responsible for and pay all taxes and duties applicable to the sale of Products imposed by any governmental authority, including, but not limited to, all federal, state, or local sales, use, value-added, excise and other taxes or duties, or any consular or other fees imposed by governmental customs or port authority in respect of delivery.

6. DUNNAGE. Customer shall be responsible for paying the cost of all dunnage charges imposed by RahrBSG – which such charges shall be itemized separately on RahrBSG’s invoice to customer.

7. PAYMENT. If Customer has not been pre-approved by RahrBSG or if Customer is located outside of the United States, all orders must be pre-paid in full at the time such orders are made. A Customer with an approved customer application shall remit payment of the invoiced total amount due by the “payment due date” as indicated on each invoice, or if no such “payment due date” is indicated, then within thirty (30) days of the date of each invoice. Customer must notify RahrBSG in writing within seven (7) days of receipt of an invoice if Customer contends in good faith that such invoice is incorrect. If Customer does not so notify RahrBSG within such seven (7) day period, Customer forever waives the right to further dispute the accuracy of the invoice. All invoiced amounts are due in full without any Customer right of set-off or deduction. Any payment not made in full when due shall, among other recourses available to RahrBSG, accrue a late charge of 1.5% per month or, if lower, the maximum rate permitted by law. Customer shall reimburse RahrBSG for any expenses, including reasonable attorneys’ fees, incurred in the collection of any delinquent account or enforcing its rights hereunder, regardless of whether legal action has been formally initiated.

8. SHIPMENT AND DELIVERY. Product will be shipped and delivered to Customer’s address as submitted on its approved customer application, or to such other address acceptable to RahrBSG that has been communicated by Customer to RahrBSG in writing. RahrBSG shall have the right to determine the method and mode of shipment and delivery of Products to Customer. RahrBSG may, in its sole discretion, accept an alternate method of shipment and delivery requested by Customer. RahrBSG may, in its sole discretion and without liability or penalty, make partial shipments of Products to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units of Product shipped whether such shipment is in whole or partial fulfillment of Customer’s order.

9. DELIVERY DATE/TIME. Delivery times and dates communicated by RahrBSG to Customer are best estimates only and are not binding commitments by RahrBSG. RahrBSG shall not be liable under any circumstance, nor shall any Customer credit be issued, for any damage or loss caused by delay in the shipment and delivery of Product to Customer, nor shall delay in the shipment of Product to Customer relieve Customer of its obligation to accept delivery of and pay for such Product.

10. SHIPPING AND HANDLING CHARGES. Customer shall be responsible for paying the cost of all shipping and handling charges imposed by RahrBSG. To the extent customer requests and RahrBSG agrees to any additional shipping and delivery services beyond those ordinarily arranged by RahrBSG, Customer shall be responsible for paying those costs. RahrBSG reserves the right to change its shipping and handling charges at any time prior to the shipment of a Customer order, with or without notice to customer. Shipping and handling charges will be itemized separately on RahrBSG’s invoice to Customer.

11. RISK OF LOSS. Product will be shipped and delivered F.O.B. origin/place of shipment (as defined by Section 336.2-319 of the Minnesota Uniform Commercial Code) at which time all risk of damage to or loss on Product, and title thereto, shall pass to Customer.

12. FAILURE TO ACCEPT DELIVERY. If for any reason Customer fails to accept a delivery of Products during standard business hours (8am-5pm, Monday-Friday) or if RahrBSG is unable to deliver Product because Customer has not provided appropriate instructions or authorizations, the Product shall be deemed to have been delivered and RahrBSG may store the Product until Customer retrieves or arranges alternative shipment and/or arrange subsequent delivery to Customer in a manner determined by RahrBSG in its discretion. Customer shall be liable for all costs and expenses resulting from Customer’s failure to accept shipment of Product, including, without limitation, storage, insurance, costs of return freight and subsequent shipments to Customer.

13. DELIVERY INSPECTION. Customer shall inspect delivered Products within fifteen (15) days of receipt (the “Inspection Period”). Customer will be deemed to have accepted the Products unless Customer notifies RahrBSG in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence thereof or other documentation as required by RahrBSG. “Nonconforming Products” means only the following: (i) Product shipped is different than identified in Customer’s purchase order; (ii) Product label or packaging incorrectly identifies its contents; (iii) Product is delivered in excess of the quantity ordered by Customer; (iv) Product is defective or contaminated at the time of delivery and through no act or omission of Customer; or (v) Product doesn’t meet applicable technical specifications agreed to by Customer and RahrBSG in writing. If Customer notifies RahrBSG of any Nonconforming Products within the Inspection Period and furnishes to RahrBSG sufficient evidence or documentation thereof, RahrBSG shall, in its sole discretion, (x) replace such Nonconforming Products with conforming Products, or (y) credit or refund the price for such Nonconforming Products, together with any prorated shipping or other expenses paid by Customer to RahrBSG in connection with such Nonconforming Products. If directed by RahrBSG, Customer shall ship the Nonconforming Products to RahrBSG’s facility or other point of origin as specified by RahrBSG. Customer acknowledges and agrees that the remedies set forth in this section are Customer’s exclusive remedies for the delivery of Nonconforming Products. Except as provided in these Standard Terms & Conditions, Customer has no right to return Products.

14. BULK MALT PURCHASES. For sales and purchases of bulk quantities of malt (i.e., non-bagged), Customer agrees to accept a shipment quantity that is plus or minus a quantity up to five percent (5%) of the order quantity of malt requested by Customer. Customer will be invoiced and agrees to pay for the quantity of bulk malt that is shipped based on certified calibrated scale measurements.

15. EXPORTS. Orders of Products by Customers located outside of the continental United States or Canada are subject to volume minimums as imposed by RahrBSG and all orders by such Customers must be pre-paid at the time such orders are made. RahrBSG may, in its sole discretion, change or discontinue its export volume minimums, with or without prior notice to Customer.

16. PRODUCT CHANGES. RahrBSG may, in its sole discretion, change or discontinue any Product it offers for sale to Customer, with or without prior notice to Customer.

17. STOCK OUTS. RahrBSG may experience stock outs of certain Product from time to time. Customer’s sole and exclusive remedy in the event that RahrBSG cannot fill an order due to a stock out or fills an order partially or incompletely will be cancellation of the impacted order and a refund of Customer’s money actually paid to RahrBSG for such impacted order, but refund and cancellation should only be to the extent of Product not provided.

18. FOOD SAFETY MODERNIZATION ACT. Certain Products sold under these Standard Terms & Conditions are derived from raw agricultural products and are not processed to control for organisms responsible for food borne illness. Such certain Products sold to Customer in connection herewith require further processing to control for organisms responsible for food borne illness before they will be suitable for human consumption and Customer shall be solely responsible for ensuring that such further processing occurs prior to the Products being made available for human consumption. If Customer has any question or concern regarding whether any Products are so derived or unprocessed, Customer should immediately contact RahrBSG and seek clarification.

19. RESTRICTION ON RESALE. Customer shall not sell, or offer for sale, any Product it purchases from RahrBSG under these Standard Terms & Conditions without the express written consent of an authorized representative of RahrBSG.

20. EXCLUSION OF WARRANTIES. RahrBSG MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED.

21. LIMITATIONS ON DAMAGES. RahrBSG SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS, DIMINUTION IN VALUE OR LABOR COSTS) ARISING FROM THE MANUFACTURE, SALE, PROVISION, POSSESSION, OR USE OF THE PRODUCTS, BREACH OF THESE STANDARD TERMS & CONDITIONS, OR ANY OTHER CAUSE WHATSOEVER, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER CUSTOMER OR RahrBSG HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE WAS FORESEEABLE. IN ANY ACTION, CUSTOMER SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT PAID TO RahrBSG FOR THE PRODUCTS THAT ARE THE MATERIAL SUBJECT OF SUCH ACTION. CUSTOMER ACKNOWLEDGES AND AGREES THAT RahrBSG HAS RELIED ON THE FOREGOING LIMITATION ON DAMAGES IN CONNECTION WITH RahrBSG’S AGREEMENT TO SELL PRODUCT TO CUSTOMER AND THAT THIS PROVISION WAS ESSENTIAL IN ESTABLISHING THE PRICING FOR THE PRODUCTS. IF ANY OF THE PROVISIONS IN THIS SECTION ARE DETERMINED TO BE OVERBROAD AS WRITTEN, SUCH PROVISION SHALL BE DEEMED AMENDED TO NARROW ITS APPLICATION TO THE MINIMAL EXTENT NECESSARY TO MAKE THE PROVISION ENFORCEABLE ACCORDING TO APPLICABLE LAW AND ENFORCED AS AMENDED.

22. INDEMNITY. Customer shall defend (with counsel acceptable to RahrBSG), indemnify and hold harmless RahrBSG and its respective directors, managers, governors, officers, employees, shareholders, members, and agents, from and against any and all damages, losses, claims, and expenses, including reasonable attorneys’ fees and other costs and expenses of litigation, resulting from Customer’s breach of these Standard Terms & Conditions, Customer’s or its agents’ negligent acts or omissions, or personal injury or death caused by Customer’s or its agents’ acts or omissions.

23. ORDER TERMINATION. In addition to any remedies that may be provided under these Standard Terms & Conditions, RahrBSG may terminate any Customer order that has not yet been fulfilled , or portion thereof, with immediate effect upon written notice to Customer, if: (i) Customer fails to pay any amount when due to RahrBSG, whether under the terminated order or any other order; (ii) Customer has not otherwise performed or complied with any of these Standard Terms & Conditions, in whole or in part; (iii) Customer’s credit becomes impaired, as determined by RahrBSG in its sole discretion; (iv) Customer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or (v) the Products become unavailable.

24. INSURANCE. Customer shall, at its own expense, maintain and carry insurance coverages with coverage limits that are reasonable and customary for Customer’s industry. Upon RahrBSG’s request, Customer shall cause Customer’s insurer to name RahrBSG as an additional insured and provide RahrBSG with a certificate of insurance from Customer’s insurer evidencing the insurance coverage complying with this Section.

25. SECURITY INTEREST. As collateral security for the payment of the purchase price of the Products, Customer hereby grants to RahrBSG a lien on and security interest in and to all of the right, title, and interest of Customer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Minnesota Uniform Commercial Code.

26. FORCE MAJEURE. RahrBSG shall not be liable for any delays in delivery, or for non-delivery or nonperformance, in whole or in part, caused by acts of God, acts of government, civil unrest, epidemic, any event similar or equivalent to the aforementioned, or the occurrence of any other contingency beyond the reasonable control of either RahrBSG or its suppliers. The existence of any such cause or causes of delay shall extend the time of performance by the time or times measured by any such cause or causes of delay. Delinquent shipments due to such causes may at RahrBSG’s option be made as soon as normal conditions permit.

27. NON-DISPARAGEMENT. Customer shall not, at any time directly or indirectly, engage in any form of conduct, take any action, make any statement or representation, oral or written, or by any combination thereof or by any other means act in a manner that injures or is detrimental to the reputation or goodwill of RahrBSG or its Products. Notwithstanding the foregoing, Customer is encouraged to contact RahrBSG directly with any questions, comments, or concerns. Customer agrees and understands that a breach or threatened breach of any of the covenants or agreements set forth in this Section will cause RahrBSG irreparable harm for which there is no adequate remedy at law, and, without limiting whatever other rights and remedies RahrBSG may have at law or in equity, Customer consents to the issuance of a court order in favor of RahrBSG requiring specific performance of and/or enjoining the breach of any of such covenants by Customer. If any or all of such covenants are held to be unenforceable because of the scope or duration of such covenant or agreement, the parties agree that the court or arbitrator making such determination shall have the power to reduce or modify the scope and/or duration of such covenant to the extent that allows the maximum scope and/or duration permitted by applicable law.

28. APPLICABLE LAW. These Standard Terms & Conditions shall be governed by the laws of the State of Minnesota. With respect to any dispute or claim arising hereunder, Customer agrees and consent to jurisdiction of and exclusive venue in any state or Federal court located in Hennepin County, Minnesota, and Customer further waives any right to contest personal jurisdiction of such courts for forum non conveniens or other reason. Incoterms shall not apply to the purchase, sale or delivery of Products.

29. AMENDMENT; WAIVER. No amendment to these Standard Terms & Conditions will be effective unless it is in writing and signed by the parties. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Standard Terms & Condition or otherwise between RahrBSG and Customer will constitute a waiver by RahrBSG unless in writing and signed by RahrBSG, and no such waiver will constitute waiver of satisfaction of any other condition or nonperformance of any other obligation.

30. SEVERABILITY. If any provision of these Standard Terms & Conditions shall be determined to be illegal or unenforceable, the validity of the remaining provisions shall not be affected thereby. If any provision of these Standard Terms & Conditions is determined to be overbroad as written, that provision should be considered to be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.

31. SURVIVAL. Notwithstanding the completion of an order or the cessation of commercial relations between the parties, these Standard Terms & Conditions shall survive.

32. NO CONSTRUCTION AGAINST DRAFTER. These Standard Terms & Conditions shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument.

33. NO THIRD-PARTY BENEFICIARIES. These Standard Terms & Conditions are for the sole benefit of the parties hereto (including subsidiaries and affiliates of RahrBSG) and their respective successors and permitted assigns and, other than the Indemnity Section, nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Standard Terms & Conditions.

34. CLASS ACTION WAIVER. CUSTOMER HEREBY WAIVES ITS RIGHTS TO FILE A CLASS ACTION LAWSUIT OR DEMAND FOR COMBINED ARBITRATION. ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. CUSTOMER SHALL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY STANDARD ACTION, OR IN ANY OTHER PROCEEDING IN WHICH CUSTOMER ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

DISTILLING EQUIPMENT ADDENDUM

This Distilling Equipment Addendum (this “Distilling Equipment Addendum”) modifies and supplements RahrBSG’s Standard Terms & Conditions. This Distilling Equipment Addendum applies only to Customer’s purchases of stills or other equipment used in the distilling process or otherwise used in the production of distilled spirits (collectively, the “Distilling Equipment”) unless the parties mutually enter into a separate legally binding contract that expressly disclaims, modifies, or preempts RahrBSG’s Standard Terms & Conditions as modified and supplemented by this Distilling Equipment Addendum. Any capitalized term used but not defined by this Distilling Equipment Addendum shall have the meaning ascribed by RahrBSG’s Standard Terms & Conditions.

  1. COMPLIANCE WITH LAWS. The use and possession of Distilling Equipment is heavily regulated by foreign, federal, state, and/or local laws. Distillation of alcohol for consumption or other use in the United States (and various other jurisdictions) without required federal and, where applicable, state licenses and permits is illegal and could result in jail time, fines, forfeiture of property, or other penalties. Any Customer purchasing Distilling Equipment expressly represents and warrants to RahrBSG that the Customer will comply with (i) all laws applicable to the possession, use and operation of the Distilling Equipment and (ii) all instructions for the use and operation of the Distilling Equipment.
  2. PERMITS REQUIRED. RahrBSG supplies Distilling Equipment in jurisdictions throughout the world, including in areas that may not require licenses or permits for the distillation of certain volumes of alcohol or the distillation of alcohol for non-commercial use. Accordingly, if Customer views any marketing or other communications related to Distilling Equipment supplied by RahrBSG that appear to indicate that the Distilling Equipment may be used to distill alcohol, such communications shall be deemed to include the phrase “with all required licenses and permits and in accordance with all applicable laws.”
  3. ACCEPTANCE OF RISK. IF CUSTOMER PURCHASES, POSSESSES, USES OR OPERATES ANY DISTILLING EQUIPMENT, CUSTOMER AGREES AND ACKNOWLEDGES THAT DISTILLING ALCOHOL CAN BE DANGEROUS AND INCLUDES RISKS INCLUDING, BUT NOT LIMITED TO, FIRE, EXPLOSION, AND/OR THE PRODUCTION OF SUBSTANCES THAT MAY BE ILLEGAL OR POISONOUS AND THAT CUSTOMER FULLY UNDERSTANDS AND APPRECIATES SUCH RISKS AND KNOWINGLY AND VOLUNTARILY AGREES TO ASSUME ALL SUCH RISKS.
  4. RESALE. In the event Customer resells or otherwise transfers any Distilling Equipment, Customer represents, warrants and covenants that: (i) Customer possesses appropriate product liability, commercial general liability, and other insurance coverage in amounts and types sufficient to protect against all reasonably foreseeable claims related to the Distilling Equipment; (ii) Customer will obtain from any transferee an express agreement to all provisions of this Distilling Equipment Addendum; and (iii) Customer will not assist or recommend that the transferee act in violation of this Distilling Equipment Addendum or any applicable laws or regulations.
  5. DISCLAIMER. None of the information or materials provided by RahrBSG, or any of its employees, agents, subsidiaries, affiliates, or representatives constitutes legal advice. Any questions related to the lawful purchase, possession, use or operation of Distilling Equipment, or the effects of this Distilling Equipment Addendum, should be directed to a legal advisor who has knowledge of the laws in Customer’s jurisdiction.

Distilling Equipment Addendum to RahrBSG Standard Terms & Conditions

CANS ADDENDUM

This Cans Addendum (this “Cans Addendum”) modifies and supplements RahrBSG’s Standard Terms & Conditions. This Cans Addendum applies to any purchase from RahrBSG of beverage containers and related accessories including printed cans, labeled cans, blank cans, and can ends, (collectively, “Cans”) by the Customer unless the parties mutually enter into a separate legally binding contract that expressly disclaims, modifies, or preempts RahrBSG’s Standard Terms & Conditions as modified and supplemented by this Cans Addendum. Any capitalized term used but not defined by this Cans Addendum shall have the meaning ascribed by RahrBSG’s Standard Terms & Conditions.

  1. EXCLUSION OF WARRANTIES. RahrBSG MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE CANS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED.
  2. FURTHER EXCLUSION OF WARRANTIES. Customer expressly acknowledges that neither RahrBSG nor the manufacturer provides any warranty with respect to (i) off flavor/smell in Cans that are filled with beverages containing sulphites or (ii) Cans that are filled with cider, sour beer, kombucha, or certain carbonated soft drinks and beer that contain citrus (e.g. grapefruit).
  3. ASSUMPTION OF RISK AND LIABILITY. Customer acknowledges that it has requested that RahrBSG provide Cans which the Customer will fill with drink formula that has not been tested with the Cans. Customer acknowledges that RahrBSG has not tested the suitability of the Cans with respect to any specific beverage or drink formula and that Customer has evaluated any perceived risk and assumes all risk and liability for any non-conformance of the Cans within specifications or the specific product needs of the Customer.
  4. CAN LITERATURE. Customer acknowledges that, with respect to product literature (including manufacturer’s warranties and product specifications) provided to Customer by RahrBSG in connection with sale of the Cans, (i) such product literature is being provided for convenience and informational purposes only and was provided to RahrBSG by its supplier, and (ii) such product literature was not reviewed or approved by RahrBSG and RahrBSG makes no representation or warranty as to its accuracy or completeness.
  5. DESIGNS; INCISING; UPC. All designs, incising, and UPC information are solely the responsibility of the Customer, and RahrBSG expressly disclaims any responsibility with respect thereto. In providing any design to RahrBSG for a Can, Customer warrants to RahrBSG that: (i) it possesses the right to use the design as proposed and (ii) the use and sale of a Can bearing such design is not a violation of any applicable law and does not infringe on or violate the rights of any third party. If RahrBSG determines in its discretion that Customer is in violation of this warranty, RahrBSG shall be relieved of any obligation to supply any Cans containing such design to Customer unless and until the breach is resolved in a manner satisfactory to RahrBSG. Customer shall indemnify and hold RahrBSG harmless against all damages, losses, and costs (including, without limitation, attorneys’ fees) arising from breach of this Customer warranty.
  6. DUNNAGE RETURN. For certain Cans, returnable and recyclable dunnage may be used, in which case Customer is encouraged to return such dunnage to RahrBSG for credit and re-use. The details for the program for the specific Cans will be separately communicated by RahrBSG to the Customer.