13.   The Winery shall use its best endeavours to repair or remedy mechanical breakdowns in the Winery however it shall not be liable for any processing delays or reduced wine quality which result from mechanical breakdown.  The Winery shall not be liable for any processing delays or reduced wine quality that results from the failure or disconnection of any services which are connected to or service the Winery nor for any delays or reduced wine quality resulting from the failure of any such services to operate in accordance with the required specification.
14.   Unless arrangements have been made between the Customer and the Winery prior to vintage, the Winery may combine batches of grapes, wine and/or the juice or wine lees from the Customer with other batches of grapes, wine and/or juice or wine lees respectively from other Customers, whether or not of the same variety, where it is not practical in the opinion of the Winemaker to process or store those grapes or that wine or lees, independently.  The Winery will in those circumstances endeavour to combine batches of grapes, wine and lees of the same variety and characteristics.

15.   Unless otherwise instructed all material (which includes but is not limited to pommace and stalks) discharged from the destemmer crusher and emptied from a completed press cycle and red lees is the property of the Winery and may be disposed of or used as it sees fit.  The Customer hereby warrants in favour of the Winery that the Customer’s grapes shall not include any material other than grapes which are;
a) contaminated; or
b) which may in any way cause damage or injury to the Winery, its employees or any of its equipment.
    The Customer shall remedy any such damage or injury so caused.

16.   At the completion of processing as specified in the Contract the Customer’s wine must be removed from the Winery at the Customer’s expense within seven (7) days of being so notified by the Winery.  Storage charges will be incurred at the rate specified in the Schedule from the 1st of August next during processing of white grapes or rose wines and from the 1st of December next during the processing of red grapes. Where the Customer requests the Winery to store barrels and racks then there shall be storage charged at the rate of $5.00 per month or part thereof, per barrel from the date of first use and from thereon whether full or empty whilst on the wineries premises. Barrels will be topped from bulk wine at the price of $4.50 per litre unless topping wine is provided by the Customer. The Customer acknowledges that where a wine is stored notwithstanding that processing has been completed and is ready for removal or bottling then the Winery is not responsible for any change and/ or deterioration in the quality of the wine due to such further storage. Further the Customer acknowledges that where wine is stored in ullaged tanks then there may be changes and/or deterioration in the quality of such wine.

17.   The Winery does not provide bottling services or provide facilities for the use of mobile bottling services on site. Customers are required to make their own arrangements for bottling at their preferred choice of contract bottling facility. The Winery requires a minimum of three weeks notice of proposed bottling dates for each wine processed by the Winery to allow it sufficient time to prepare the wine for bottling. Where a Customer elects more than a single bottling of a wine then the Winery may charge for the extra work that relates to additional bottlings. The Winery may charge for the extra costs associated with the cancellation of a notified bottling if it is necessary to carry out additional work to prepare the wine again for bottling.
18.   Any time after the 1st of  December next during processing or storage the Winery may require the Customer to take delivery of the Customer’s wine within fourteen (14) days of being notified that the same is required to be removed from the Winery. Where the Customer fails or refuses to take delivery within that time then the Winery may dispose of the subject wine as it sees fit.

19.   Unless special agreement has been reached between the Customer and the Winery, and noted in the signed Contract, the payment terms shall be:

a) A minimum of ten percent (10%) deposit on the processing charges shall be payable by the 1st of December prior to vintage based on the Customer’s estimate of the amount of tonnes to be processed.
b) Fifty percent (50%) of the processing charges shall be payable thirty (30) days after delivery of grapes less the amount paid as a deposit.
c) The remaining fifty percent (50%) shall be payable before the 30th June next following or prior to removal of processed grapes or wine by the Customer, whichever is the earlier.
d) For all additional services undertaken by the Winery and not the subject of any other agreement between the parties as to payment then payment shall be made by the Customer to the Winery upon invoice.
e) Storage fees shall be payable within thirty (30) days of the end of the month of invoice.
f) GST will be calculated and added to each payment invoiced and the payment specified in the schedule does not include GST.
g) All overdue amounts shall be charged interest at the rate from time to time being charged by the Winery’s bank on unsecured overdraft accounts and where there is more than one such rate the higher or highest of them.  The certificate of the Winery’s bank manager shall be conclusive proof thereof.

20.   The Customer agrees that the Winery shall have a lien over the Customer’s grapes (whether processed or unprocessed) and the Customer’s wine until payment in respect of such processing invoices has been made. The Customer shall obtain written acknowledgement from all secured creditors of the Customer, addressed to the Winery, that the Winery’s lien will rank before any security granted by the Customer over its grapes or wine.  Where the Customer fails for any reason to pay any invoice from the Winery in accordance with the terms of payment then the Customer irrevocably appoints the Winery as the Customer’s agent to dispose of the Customer’s grapes or wine by sale, and to apply the proceeds of sale firstly toward the costs of sale, secondly toward the payment of all interest and all other money payable by the Customer to the Winery, and thirdly any surplus shall be refunded (without interest) by the Winery to the Customer as soon as reasonably practicable thereafter.

21.   The Customer acknowledges that the processing fees do not include the Winery acting as a consultant and that is the Customer’s duty to provide the Winery with clear written instructions with respect to the winemaking specifications for each wine requested to be made by the Winery for the Customer. Where no specifications are provided by the Customer then the Winery shall use it’s own wine specifications.

22.   The Customer acknowledges that the Winery is in the business of the production of wine for sale in its own right.  The Customer further acknowledges that any sale by the Winery of the Customer’s grapes or wine made pursuant to conditions 18 and 20 may be made either to a third party or to the Winery; such sale shall be at a price as considered reasonable by the Winery.

23.   The Winery may in its sole discretion determine the type and size of tank or fermenter in which the Customer’s grapes shall be processed or stored.  The Customer acknowledges that where the Customer requires processing in barrels that the barrels, barrel racks and bungs shall be supplied by the Customer to the Winery at the Customer’s expense unless prior arrangements have been made.

24.   The Customer may by prior appointment with the Winemaker visit the Winery to inspect the processing or storage being undertaken by the Winery but the Customer shall at all times comply in all regards with the Winery’s Occupational Health and Safety procedures and the operational requirements of the Winery.

25.   Notwithstanding any other provision of this Contract to the contrary, if through any cause which is reasonably beyond the control of the Winery any delays in processing occur or there is any reduction in the quality of wine produced from the Customer’s grapes then the Winery shall not be responsible for any such delay or reduction or for any matter or thing caused as a consequence thereof for so long as that circumstance remains.

26.   The parties agree that the Contract, these General Conditions of Engagement, and the schedules attached to the Contract form the entire Contract which may only be varied in writing signed by the Customer and the Winemaker.  In the event of any conflict between the terms and conditions of the Contract and those of these General Conditions of Engagement then to the extent only of that inconsistency the terms of the Contract shall prevail.

27.   Although the Winery carries some limited insurance covering certain risks the Customer shall take out its own insurance cover as the Customer requires to cover the loss of product and any consequential loss. Although the Winery will take all reasonable care in handling and storing the Customer’s materials and products.  The title to and risk in all Customer’s fruit and wine, Customer’s processing materials, Customer’s barrels, barrel racks, other items provided by the Customer shall be with the Customer at all times, notwithstanding that they may be under the Winery’s control, and the Customer shall ensure that its interest in those items is insured at all times.

28.   The parties agree that notwithstanding any other provision hereof to the contrary or any principal of law or equity to the contrary the maximum liability of the Winery to the Customer shall be:

a) in the case of the loss of or damage to the Customer’s grapes prior to the completion of fermentation, an amount not exceeding $500 per tonne; and
b) in the case of the loss of or damage to the Customer’s processed grapes, bulk wine, wine in barrel or bottled wine received for processing or storage the sum of the amount determined in accordance with (a) above plus all amounts actually paid by the Customer to the Winery for the processing thereof, however such amount shall not exceed $1 per litre for processed grapes, bulk wine and wine in barrel or $40 per case of bottled wine.
c) In the case of loss of or damage to any of the Customer’s property not included above an amount not greater than $1,000.00.

29.   The Customer will indemnify the Winery and keep it indemnified against any claim, proceeding, cost, damage, loss or liability incurred by the Winery in connection with or arising from:

a) the Customer’s processing materials;

b) the Customer’s barrels, barrel racks and other items (if any)

c) fruit and wine; or

d) any breach by the Customer of this Contract, including legal costs on a full indemnity basis, except to the extent that the Claim results from any willful or grossly negligent act or omission of the Winery or any material breach by the Winery of this Contract.

e) The Customer will also indemnify the Winery and keep it indemnified against any taxes of any kind that may be incurred by the Winery as a result of the performance by the Customer of its obligation to indemnify under this Contract and all legal expenses incurred by the Winery in enforcing this Contract.

30.   If, by reason of any fact, circumstance, matter or thing beyond the reasonable control of the Winery, it is unable to perform in whole or in part, or is delayed in performing, any obligation under this Contract, it shall be relieved of that obligation, to the extent and for the period that it is so unable to perform, and shall not be liable to the Customer in respect of such inability.

31.   If any dispute arises between the parties as to the quality of grapes, juice, or wine then that dispute shall be referred to an independent wine industry expert nominated by the chairman for the time being of The Australian Wine and Brandy Corporation as being a person with the necessary skills and experience appropriate for the consideration of all matters the subject of that dispute.  The parties agree that the expert shall be acting as an expert and not as an arbitrator and that the expert’s decision shall be final and binding on the parties as a final determination of that matter.  The expert’s fees shall be paid equally between the parties unless the expert determines otherwise.

32.   The Customer acknowledges that the quantity of Wine it collects from the Winery might not equal the quantity stored as a result of ullage and the inherent limitations of measuring devices and measurements (due, for example, to temperature changes).

33.   The Winery will perform analysis on wines prior to bottling. The Winery does not warrant the accuracy of such analysis but merely that the analysis has been performed and the recorded results were obtained. The Customer is entitled to arrange independent analysis prior to bottling at the Customers cost. The Winery does not warrant that the Customer’s wine is cold or heat stable prior to bottling and takes no responsibility for any precipitation, hazes or other deposits that form in the bottle. The alcohol measured by the Winery is not sufficiently accurate for labeling purposes .Customers are required to taste and approve all wines prior to bottling by signing the Winery’s analysis record and where the Customer fails to do so shall be so deemed. All analysis requested by the Customer shall be at the Customer’s cost.

34.   The preparation of samples for wine shows and other marketing purposes can be arranged at the Customers cost. The Winery will require four working days notice for sample preparation.

35.   Where a Customer has indicated to the Winery that an amount of wine is for sale as contained in the Contract or otherwise communicated to the Winery then although the Winery is under no obligation to achieve such a sale it will assist with the Customer’s attempts to find a purchaser so long as the Customer meets the Winery’s expenses in so assisting. Where the Winery finds a purchaser for such wine then every effort will be made to contact the Customer as a sale is being negotiated, however if the Customer cannot be contacted authority is hereby given for the sale to proceed at a price considered by the Winery to be reasonable. A cheque for the sale proceeds less 10% for brokerage and less any amounts that have been invoiced to the Customer but remain unpaid will be forwarded to the Customer within thirty (30) days of the purchaser’s cheque becoming cleared funds in the Winery’s bank account. Nothing in this condition in any way affects the Customer’s obligation to pay any amounts to the Winery pursuant to this contract.

36.   With respect to any sales made pursuant to the above condition the Customer warrants that the relevant licence is in place under the Liquor Licensing Act 1988.

37.   Where a Customer has requested the Winery to process grapes ready to bottle pursuant to the Contract and the total amount of grapes supplied is less than 5 tonnes in relation to one wine then notwithstanding the pricelist specified in the Contract there shall be a minimum amount of $5,000.00 payable by the Customer for such processing.

38.   The Customer acknowledges that the Winery will act in reliance upon the Customer delivering for processing the Customer’s estimated tonnages of grapes as specified in the Services Required Schedule and that that schedule forms part of this contract.  If:

(a) the Customer fails to deliver the Customer’s estimated tonnage to the Winery in accordance with this contract then the Customer shall pay to the Winery upon demand as and by way of liquidated damages the amount which would have been payable by the Customer to the Winery for the services specified in the Services Required Schedule, less any amounts which the Winery is able to recover from any other source by way of mitigation,
(b) the Customer wishes to deliver a greater tonnage of grapes than estimated by the Customer then the Customer shall advise the Winery thereof as early as possible and the Winery shall use reasonable endeavours to accommodate the Customer’s request and shall notify the Customer as early as possible if that request is unable to be accommodated by the Winery.  If the Winery accepts any additional tonnage then this contract shall be deemed varied to incorporate that additional tonnage at an amended contract price calculated on the basis of the increased tonnage.

39.   Without prejudice to any other means of giving notice, any notice or demand required or intended to be given under or pursuant to this Contract shall be sufficiently given if delivered personally to the party to whom such notice or demand is being given or left at or posted by prepaid registered mail addressed to such party at the address of such party set out in this Contract or otherwise previously notified in writing to the other party and, if posted in such manner shall be deemed to have been given at the expiration of two (2) working days after such posting whether such notice or demand is in fact delivered within that time or at all.

40.   The Customer must obtain express written permission from the Winery, to use the names of any winemaker, consultants or persons associated with the Winery, for promotional and or marketing purposes.