Commercial Agreement
This overarching framework governs collaboration between supplier and purchaser, covering financials, governance, and performance KPIs.
What is MACCS (MACSS Agreement)?
This body oversees operational performance, tracks KPIs and issues, and serves as the first formal level of governance for all Related Agreements.
What is the MACSS Operational Committee (MOCOM)?
This is the standard forecast horizon the buyer must provide in all agreements including a frozen period covering months 1 to 3.
What is the 18-month forecast with a 1–3 month frozen period?
This total financial amount consists of the frozen standard cost (variable + fixed), logistics costs such as transport and customs, and—where applicable—an additional mark-up.
What is the full commercial price ?
This legendary Tuscan wine shares its name with a well known carve-out project, though unlike our version, it actually gets better with age.
What is Ornellaia?
This agreement type supplies actives and similar products at costs on an exclusive basis, with volume commitments and terms defined at the product level.
What is ESA ?
This governance forum is the senior escalation layer responsible for resolving complex disputes and aligning on long-term cross-company priorities.
What is the MACSS Governance Forum (MGF)?
In Collaborative Planning, these assets require the buyer to provide a full manufacturing plan because the buyer has exclusivity over the entire plant.
What are the dedicated and Sisseln assets?
These costs—such as raw materials and energy—are included in FSST but reconciled quarterly against the actual monthly standard to account for volatility.
What are variable costs?
This wine-related word describes the long-lasting flavour on your palate and also something that is not yet in sight for Ornellaia
What is the finish?
An agreement where formulations are manufactured exclusively, with capacity booking for dedicated assets and volume commitments for shared assets. The purchaser keeps product ownership and IP, while the manufacturer provides production to spec.
What is CMO ?
This committee manages quality-related changes, customer complaints, and first-level operational issue resolution before anything can be escalated to MOCOM.
What is the Change Commission ?
This monthly meeting governed by ToR1 focuses on reviewing forecast accuracy, BIAS, ABV compliance, and major variances versus the prior cycle.
What is the Collaborative Planning Forecast Review?
Above 110% of ABV, the supplier may reject volumes or charge this additional percentage on top of production cost if they accept them.
What is the 10% mark-up?
This noble-sounding principle appears in every commercial agreement as if it solves everything, yet suddenly disappears the moment volumes, costs, or responsibilities are discussed.
What is “acting in good faith”?
In this agreement the purchaser provides key raw materials Free of Charge, and the producer performs manufacturing as a service including incoming/outgoing Q release
What is Tolling (TMA) ?
This cross-company team reviews project proposals, aligns resources, and escalates unresolved issues to MOCOM when consensus cannot be reached.
What is the Joint Project Review Team (JPRT)?
This meeting aims to sign off supply plans, address demand–supply imbalances, and agree on mitigation actions before escalating to MOCOM.
What is the Collaborative Planning Meeting (ToR4)?
On shared manufacturing assets—where only ABV commitments apply—these under-utilization costs remain entirely with NewCo when actual demand falls short of the committed volumes.
What are idle or volume variance costs on shared assets?
This concept is repeatedly mentioned in the MACSS as if we’re building trust and collaboration, yet somehow requires 300 pages of contracts, 5 governance bodies, and a frozen forecast to function.
What is a partnership?
This is the standard Shelf Life we need to provide to Remainco
What is 85% shelf life ?
This internal RemainCo platform aligns all BUs on shared-product issues before they go into MOCOM and sends five delegates into the joint governance with NewCo.
What is RACE ?
This requirement means the supplier must ship the goods within two business days after confirming the PO, with actual delivery happening later based on transport time.
What is the “2-business-day dispatch rule”?
The commercial agreements define this 50/50 mechanism comparing the year’s CSST average to the 2026 FSST baseline to split realized savings.
What is cost benefit sharing?
This magical phrase appears whenever the contracts don’t know what to do with a problem and politely suggest we should escalate it… knowing full well it will never be the last escalation.
What is MOCOM ?