What to put in the contract

A copacking relationship lives or dies on the specification. Everything else in the contract is about what happens when the specification is not met.

The specification is the contract

In numbers, not adjectives. Target pH and maximum. Viscosity with a stated measurement method. Fill weight and tolerance. Color reference. Particle size if it matters. The scheduled process reference and who holds it.

The two terms most often left to assumption are pH and viscosity, and those are precisely the two that decide whether the product is still yours.

Ownership and supply

Who buys ingredients, and to what specification. Who buys packaging. Who owns the product at each stage, which decides who carries the loss if a run fails.

Who owns the recipe, stated explicitly. And a confidentiality term, because you are handing over the formulation.

Volume, timing and failure

Minimum run, lead time, and how much notice each side needs. Overrun and underrun tolerance, because a run rarely produces exactly the number ordered, and who pays for the difference.

What happens to out-of-specification product. Who decides, who bears the cost, whether it is reworked or destroyed. Agreeing this before it happens is the whole point of writing it down.

And recall responsibility: who pays, who notifies, who holds the records. For an acidified food this is the clause that matters most and the one most often absent.

What to keep out

Exclusivity you did not ask for. A clause preventing you from producing elsewhere leaves you with one supplier for a regulated product, and that is a serious concentration of risk.

And vague quality language. "Commercially reasonable quality" resolves nothing at the moment it is needed, which is when a pallet has arrived and looks wrong.

References