What should I check in a co-packer’s customer contracts before buying it?
Read every customer agreement for who the customer is, how long it runs, how it renews, what volume each side commits to, who owns tooling and packaging stock, and whether the customer can leave when ownership changes. Then ask to speak with the largest customers before closing.
A co-packer owns no brands. What it has is the work that other brands give it, so the customer agreements are close to the whole business. A plant can look full and profitable on paper and still depend on a handshake with one buyer. Before you commit, read the agreements, lay the revenue out customer by customer and test what you read against what the owner tells you.
See how concentrated the work is
Ask for revenue by customer for the last few years. If most of it comes from one or two brands, the loss of either would change the business you are buying. Look at how long each customer has stayed and how they were found. Ask your accountant what the spread of customers across product types means for you.
Term, renewal and minimums
Check how long each agreement runs, how it renews and how either side can end it. Many co-packing relationships run on purchase orders with no written term at all, and that is worth knowing early. Look for minimum runs, volume commitments, pricing adjustments when ingredient or material costs move, and what happens if the customer orders less than promised.
Tooling, stock and ownership of things
Find out who owns the moulds, plates, labels, packaging stock and any customer-specific equipment on the floor. Ask where customer-owned inventory is held and how it is counted. Confirm what the plant owes a customer if it closes a line. Disputes over these items are common at a handover, so get the answers in writing.
Change of owner and customer calls
Whether an agreement can be assigned to you, or lets the customer leave when the owner changes, is a legal question for your lawyer, who will read the exact wording. Beyond the paper, ask the seller to arrange calls with the largest customers before closing. What they say about quality, delivery and the owner tells you more than any clause. For the brand side of this question, see whether a co-packer contract transfers with a food brand.
Related reading
11 pages on the same subject, grouped by topic.
Due diligence
Buying
- GuideBuying a private-label brand in Canada
- Expert answerDoes the co-packer contract transfer when I buy a food brand?
- Expert answerHow do I make sure I get the recipes when I buy a food brand?
- Expert answerWhat should I check before buying a private-label skincare manufacturer?
- Expert answerWhat does “under due diligence” mean on a business-for-sale listing?
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- Expert answerCan a buyer call something material just to avoid closing?
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Business Development Bank of CanadaGovernmentHow to conduct due diligence when buying a business
- 02Business Development Bank of CanadaGovernmentWhat are the steps to buying a business?
- 03Business Development Bank of CanadaGovernmentMajor pitfalls to avoid when negotiating a purchase agreement
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