Supply Agreement

Sample Supply Agreement

Exhibit C



THIS AGREEMENT dated this ___ day of___________, 200_, is between and among

Abbott's Frozen Custard, Inc., a New York corporation, and______________, with its principal

address at ________________. For simplicity, we will sometimes refer to Abbott's Frozen

Custard, Inc. as "us," "we," the "Company" or "Franchisor", we will refer to you as "you" or "Franchisee", and we will refer to______________________as "Guarantor."

1.          Construction and Legal Effect.

Unless otherwise provided, this Agreement will be subject to the terms and conditions of

the Franchise Agreement between you and the Company, dated_________, 200_, and except as

expressly provided in the Franchise Agreement, the terms and conditions in this Agreement supersede any additional or conflicting terms and conditions of yours, or any statement to the contrary.

We will supply to you on an on-going basis the equipment listed on Schedule A of the Franchise Agreement (the "Equipment") and other goods sold by you listed on Attachment A hereto ("Goods") (collectively, the Equipment and Goods shall be referred to as the "Products"). We assume no responsibility, for furnishing other equipment or material shown in any plans and/or specifications for the Franchise. Our published or quoted terms and conditions are subject to change without notice.

Our shipment of Products to you is an offer to sell the Products. Any proposal for additional or different terms to this offer to vary in any degree any of its terms is rejected, unless accepted by us in writing. .

2.          a.         Quotations.

A quotation does not constitute an offer to sell and no contract exists unless and until there has been an acceptance by you of the terms and condition of sale. Unless previously withdrawn or otherwise stated, a quotation will remain valid for 30 days from the date of issue

b. Prices.

Prices in this Agreement are net FOB shipping point our factory unless otherwise stated on our invoice, and are subject to change without notice. All costs subsequent to delivery will be borne by you unless otherwise specifically agreed to in writing by us. The amount of any applicable present or future tax or other government charge upon the production, sale, shipment or use of Products ordered or sold will be added to billing unless you provide us with an appropriate exemption certificate.



3.         Cancellation and Deferred Deliveries.

Orders cannot be canceled without our written consent which will only be given if you compensate us against losses incurred because of the canceled order. Products returned without our consent will not be accepted for credit. Authorized returns will be inspected and credited at the invoice net value, less fifteen percent (15%) restocking charge, plus any out-going and incoming transportation costs which we pay. Additional charges will be assessed if the merchandise is not in a resalable condition. You may defer deliveries or cancel orders for custom products only upon our written consent and if you pay all reasonable cancellation charges imposed by us.

4.         Credit and Payment.

Unless otherwise noted on the invoice, payment terms are net fifteen (15) days. We may decline to complete and deliver Products except for cash or stop Products in transit whenever for any reason we doubt your financial responsibility. Pro rata payments will become due on partial shipment of Products. Where you are responsible for any delay in shipment of Products, the date of completion of Products may be treated by us as the date of shipment for purposes of payment; completed Products will be held at your cost and risk and we will have the right to bill you for reasonable storage and insurance expenses.

On any account not paid in accordance with our terms, you will pay our expense of collection, including without limitations reasonable attorneys' fees and expenses incurred in instructing a collection and/or legal agent to act on our behalf in the recovery of the account.

5.         Delivery.

Delivery schedules are approximate only. In estimating dates for the furnishing of Products and delivery, no allowance has been made, nor will we be liable directly or indirectly for, delays of carriers or delays from labor difficulties, shortages, strikes or stoppages of any sort, fires, accidents, failure or delay in obtaining materials or manufacturing facilities, acts of government affecting us directly or indirectly, bad weather, or any causes beyond our control or causes designated Acts of God or force majeure by any court of law and in the event such delays arise, the estimated delivery date will be extended accordingly. We will not be liable for any damages or penalties, whether direct, indirect, special or consequential, resulting from our failure to perform or delay in performing.

Delay will not give you a right to cancel the order.

Your acceptance of delivery will constitute a waiver of any claim for delay. We will have the right to deliver and invoice any part of this order immediately upon completion our manufacture or receipt from a third-party. Methods and routes of shipment, unless specified in this Agreement, will be accepted as chosen by us. Delivery to a common carrier, unless otherwise stated on the invoice, will constitute delivery and passage of title to you and risk of loss will pass to you concurrently with the transfer of title. If you or the carrier refuses delivery or delay shipment or acceptance, the Products may be stored according to our direction as your agent, at your risk and expense. During any such period of storage you will have title to the



Products and bear the risk of loss. In case of any shortage of Products, we reserve the right to allocate Products among the customers for the Products as we in our sole discretion deem appropriate.

6.         Limitation of Liability.

We will in no event be liable for any indirect, special punitive or consequential damages, whether grounded in contract tort (including negligence), strict liability or contract, and our liability under no circumstances will exceed the selling price for the Products for which liability is claimed. Any action for breach of contract much be commenced within one (1) year after the cause of action has accrued.

7.         Shipping.

Products will be boxed or crated as we may deem proper for protection against normal handling. An extra charge will be made for preservation, waterproofing and similar added protection of Products. Routing and manner of shipment will be at our discretion, and Products shall be insured at your expense. Delivery of Products to the initial carrier will constitute delivery to you and all Products will be shipped at your risk. A claim for loss or damage in transit must be entered with the carrier and prosecuted by you.

8.         Rejection.

If you reject any Products supplied pursuant to this document, you must notify us of such rejection within thirty (30) days of the delivery. Failure to notify constitutes acceptance.

9.         Non-waiver.

Our failure at any time to require performance by you of any provision(s) in this Agreement or our failure to enforce any right(s) under this Agreement shall not be deemed a waiver of this Agreement and will not be construed as a usage of trade or a course of dealing between the parties. Waiver of any default will not waive any other subsequent default.



IN WITNESS WHEREOF this Agreement has been executed on the date first above written by duly authorized individuals.

ABBOTT'S FROZEN CUSTARD, INC.                  _____________________


By:______________________                                  By:_________________________

Its:                                                                            Its:


[Name of Guarantor]





2006 Goods List

24 oz. Cups

12 oz. FlurrieCups

44 oz Monster Cups

Employee Drink Cups

Turtle Cups

Wheel Boxes

Vanilla Labels

Turtle Boxes

Chocolate Labels

Pint Containers

8 oz. Sundae Dish

3 oz. Kiddie Dish

6 oz. Single Dish

Banana Split Dish

Banana Split with Cover

6-Pac Wheel Containers

Printed Pint Lids

24 oz or 12 oz Flurrie Lids

16 oz. & 24 oz. Flat Lids

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2006 Goods List

6 oz. Single Flat Lids

3 oz. Kiddie Flat Lids

Abbott's Labels

44 oz. Monster Lids

8 oz. Sundae Dome Lids



Wooden Sticks

Handi Wipe Blue Towels

Brown Roll Towels

While Paper Towels

Toilet Tissue

Mylar Wrap

Glass Cleaner


Flying Insect Killer

Ajax Cleaner

White Plastic Pail & Lid

Dish Detergent

#12 Large Scoop

#30 Small Scoop


Weekly Time Sheets

2006 Goods List

Cash Pads

Cake Cards

5" Spoons

8" Spoons

Plastic Gloves

Wax Bags

Gift Certificate Envelopes

Gift Certificates

Gift Certificates

Brown 5 lb. Bags

Brown 12 lb. Bags

Trash Can Liners

9x9x3 Boxes Pies

8x8x4 Boxes Small Cake

19x14x4 Sheet Boxes

10x10x5 Medium Boxes

12x12x5 Large Boxes

12" Plastic Cake Boxes

10" Plastic Cake Boxes

8" Plastic Cake Boxes

8" Cake Disc Paper

7" Spring Form Pan



2006 Goods List

10" Spring Form Pan

8" Spring Form Pan

10" Cake Disc Paper

12" Cake Disc Paper

Abbott's Pen

Abbott's Luggage Tags

Abbott's Cube Pad

Abbott's Fleece Vest

, Abbott's Golf Balls

1/2 Sheet Cake Board

Abbott's Stadium Cups

Abbott's Sweatshirts

Abbott's Golf Shirts

Abbott's Hoodie (Sweatshirt)

Abbott's Baby Bibs

Abbott's Baby & Youth T-Shirt

Abbott's Kites

Abbott's Hats

Abbott's Visors

Abbott's Pencils


Abbott's Full Apron



2006 Goods List

Abbott's Long Sleeve T-Shirt

Abbott's Picture Buttons

Abbott's Point of Sale Poster

Abbott's T-Shirts S-XL

Abbott's T-Shirts XX-L

Abbott's Winter Scarves

Mop Head Looped End

Sand Pail & Shovel

Striped Tall Hats

Mop Handle

Register Tape

Waffle Top Dip

Milk Chocolate Cone Dip

Dark Chocolate Cone Dip

Chocolate Custard Base

Dark Hot Fudge

Fat/Sugar Free Hot Fudge

Milk Hot Fudge

Chocolate Shake Base

Special Vanilla

Maui Strawberry

Maui Raspberry

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2006 Goods List

Maui Pina Colada

Maui Banana

Maui Peach

Black Raspberry Puree

Cake Batter

Blueberry Puree

Coconut Fruit Puree

Red Raspberry Puree

Strawberry Puree

Pistachio Pineapple

Orange/Pineapple Puree

Cherry/Pineapple Puree

Banana Puree

Black Cherry Puree

Peach Puree

Butter Pecan Puree

Pumpkin Puree

Butterscotch Puree

Caramel Puree

Eggnog Concentrate

Coffee Concentrate


Cheesecake Base


2006 Goods List

Butter Rum Concentrate

Mango Puree

Maple Concentrate

Yellow Custard Coloring

Caramel Custard Coloring

Coconut/Pineapple Sherbet

Root beer Sherbet

Lemon Sherbet

Lime Sherbet

Orange Sherbet

Tangerine Sherbet

Red Raspberry Sherbet

Blue Raspberry Sherbet

Watermelon Sherbet

Cherry Sherbet

Creme De Methe

Bubble Gum Sherbet

Grape Sherbet

Strawberry Sherbet

Lemon Emulsion

Lime Emulsion

Orange Emulsion



2006 Goods List

Tangerine Emulsion

Red Raspberry Emulsion

Grape Emulsion

Fruit Acid

Pineapple Topping

Butterscotch Topping

Hot Apple Topping

Red Raspberry Topping

Blueberry Topping

Walnut Topping

Marshmallow Topping

Peanut Butter Topping

Broken Peanut Butter Cups

Caramel Topping

Cookies and Creme

Peanut Butter Crunch



Chopped Heath

Chopped Reese's Pieces

Bubble Gum Bits

Rainbow Nerds



2006 Goods List

Whacked Whoppers Malt Balls

Broken Fingers

Chopped MM'S

Chopped Snickers

Chopped Nuts

Brownie Dough

Andes Candy Mint Choc.

Gummy Bears

Cheesecake Pieces

Mini Non Parcels

Spanish Nuts

Chopped Almonds

Chocolate Cookie Crunch

Rainbow Sprinkles

Chocolate Sprinkles

Mint Chocolate Sprinkles

Chocolate Chip Cookie Dough

Mini Chocolate Chips

Unbaked 2 oz. Choc. Chip Cookies 144 Case

Unbaked 4 oz. Choc. Chip Cookies 72 Case

Chocolate Chip Cookies

Wheel/Chocolate Cookies



2006 Goods List

Whopper Cones

Waffle Cones

Vanilla Waffle Cone Mix

Chocolate Waffle Cone Mix


Wild Fudge Brownie

Penny Cones

White Frosting

Chocolate Frosting

Frozen Strawberries

Pie Shells

Whipped Cream

Vanilla Fountain Syrup

Strawberry Fountain Syrup

Coffee Fountain Syrup

Cherry Fountain Syrup

Banana Fountain Syrup

Root beer Fountain Syrup

Instant Malt Powder

Malt Syrup

Clear Piping Gel

Red Piping Gel



2006 Goods List

Color Soft Gel Red

Color Soft Gel Blue

Color Soft Gel Lemon Yellow

Color Soft Gel Leaf Green

Color Soft Gel Violet

Color Soft Gel Deep Pink

Color Soft Gel Brown

Candy Sugar Cones