We offer a flat rate of $10 with in Western Australia and $25 to all other states or territories. Free delivery Australia wide for all orders over $300. For more information please view our Delivery information by clicking the Delivery tab below.
HOW LONG WILL IT TAKE TO RECEIVE MY ORDER?
Please allow for a minimum of 10 working days for you order to arrive. If you are in a rural area or in Queensland or Tasmania your delivery may take longer. During busy periods or within 2 weeks before the start of each season there may be delays on your order being dispatched.
CAN I CHANGE MY ORDER?
If your order is incorrect please contact us immediately. As our warehouse starts processing orders almost immediately after they are placed, so we may not be able to make any changes or cancel orders once they are placed.
WILL THERE BE DELAYS?
During busy periods or within 2 weeks before the start of each season or during severe hot weather there may be delays on your order being dispatched, we truly appreciate your patience during these times. For more information please view our Delivery information by clicking the Delivery tab below.
HOW CAN I TRACK MY ITEM?
Once you order is dispatched you will receive an Australia Post eParcel confirmation, along with tracking details for your order. Please contact Australia Post directly on 13 76 78 if you have issues with your delivery.
CAN I SHIP WINE OVERSEAS?
Of course! However, due to international duties and taxes we cannot process international order through our website. For more information please view our export information by clicking the International Orders tab below.
DO YOU OFFER RETURNS OR EXCHANGES?
We offer returns if a wine is faulty or damaged, however we cannot offer exchanges if you change your mind etc. You can find our full Return Policy on the tab above. To enquire about returning an item, please email contact us.
WHAT DO I DO IF I RECEIVED A FAULTY/INCORRECT ITEM?
Please email us ASAP with your Order Number and we will arrange a replacement or refund for you. For a faulty item, we request that you also include a photo of the fault.
HOW CAN I USE A GIFT VOUCHER/PROMO CODE?
After you have added all the items to your card, please go to PROCEED TO CHECKOUT. You will then have the option to add your promo code to your order. Please note, only one promo code can be redeemed per order
WHAT CAN I DO IF MY PROMO CODE ISN'T WORKING?
Promo codes are case sensitive so please check your caps lock and spaces. If you are still having trouble applying your promo code, please contact email@example.com
All orders placed on our website are sent from our Margaret River warehouse. Wine to be purchased in multiples of 6 or 12 bottles in standard or branded cardboard boxes. Our packaging is 100% recyclable. If you have any questions or if we can help with anything at all, please contact us on firstname.lastname@example.org
PROCESSING AND DELIVERY TIMES
Once your order has been placed, a confirmation email will immediately be sent to your nominated email address. If you do not receive a confirmation email, please email us at email@example.com
All orders are sent via Australia Post's Regular Service and take up to 15 business days to arrive after dispatch.
Deliveries are sent during normal business hours Monday and Wednesday. Purchases made on weekends and public holidays will be processed the next business day. Once your order has been processed you will receive Australia Post delivery confirmation and tracking details.
Please allow a minimum of 10 business days for you order to arrive. If you are in a rural area or in Queensland or Tasmania your delivery may take longer.
During busy periods or 2 weeks before the start of each season there may be delays on your order being dispatched. Please get in touch with us if you require delivery by a certain date.
AUSTRALIA POST DELIVERY
Our deliveries contain delicious valuable wines. If you will not be home to accept your delivery, please consider sending your order somewhere safe or to your office address. If you choose this option, please include the name of your business in the address.
You can give 'Authority To Leave' authorisation. If you are not home Australia Post will leave a calling card to collect the package from the post office indicated. In the case of any problems with your delivery or tracking once it has been dispatched from Stella Bella, please contact Australia Post on 13 7678.
If your order is damaged or lost during transit, Stella Bella will be in direct contact with Australia Post to resolve the issue as quickly as possible. If you have already received your order and find it is damaged, please email firstname.lastname@example.org
CHANGES TO YOUR ORDER
Unfortunately, we are unable to make any changes or cancel your order once it has been placed. Please ensure all details on your order are correct before submitting your order, in particular we recommend double checking your email address and delivery address. Please note: we reserve the right to cancel any order at any time.
Delivery between 5-14 business days (shipping may take longer to some countries)
Once dispatched you will receive shipping confirmation and tracking details. Once your order arrives in your country it will be passed onto your local post office to complete delivery. We recommend contacting your local post office directly if you experience any problems with the delivery of your order.
All international orders require a phone number for delivery and cannot be delivered to a PO Box or Hotel.
Shipping internationally does mean that you may be required to pay customs and import taxes. All international customers are responsible for the customs rates within their own country. Stella Bella is legally required to declare the full dollar value paid on international shipments and must include an invoice for customs should they require it.
For further information, we recommend contacting your local customs office.
WHAT CURRENCY WILL BE USED?
All prices are charged in AUD.
WILL I HAVE TO PAY FOR CUSTOMS & DUTIES?
Yes, all international customers are responsible for customs & duties within their own country. For further information, we recommend contacting your local customs office. Stella Bella is legally required to declare the full value paid on shipments and must include an invoice for customs should they require it.
CUSTOMS/IMPORT DUTIES & TAXES
All customers are responsible for customs/imports duties & taxes. Stella Bella is legally required to declare the full value paid on shipments and must include an invoice for customs should they require it. We recommend contacting your local custom office for further information.
HOW DO I MAKE AN INTERNATIONAL ORDER?
Please get in touch with us at email@example.com to arrange international delivery.
If you do not wish to provide personal information to us, then you do not have to do so, however it may affect your use of this site or any products and services offered on it.
1) Collection of Personal Information
Personal Information: The type of information we collect may include:
* contact details including email address, address and telephone number;
* marital status and anniversary;
* date of birth;
* demographic information such as postcode;
* preferences and opinions; and
* any other information requested on this site or otherwise requested by us or provided by you.
Your Use Of Our Site: As with most online businesses, we may log informat ion about your access and use of our site, including through the use of internet cookies, your communication with our site, the type of browser you are using, the type of operating system you are using and the domain name of your in ternet service provider.
Your Opinion and Feedback: We may contact you to voluntarily respond to questionnaires, surveys or market research to seek your opinion and feedback. Providing this information is optional to you.
2) Collection and Use of Personal Information
We collect and use the information for purposes including:
* to contact and communicate with you;
* for internal record keeping;
* for market research and business development including website development and gauging website traffic and trends;
to deliver personalised site content to you;
for marketing including direct marketing;
to run competitions or offer additional benefits to you; and
to send you promotional information about third parties that we think may be of interest to you.
3) Disclosure of Personal Information to Third Parties
We may disclose your personal information to;
* credit reporting agencies and courts, tribunals and regulatory authorities where customers fail to pay for goods or services provided by us to them;
* courts, tribunals, regulatory authorities and law enforcement offices as required by law, in connection with any actual or prospective legal proceedings, or in order to establish, exercise or defend our legal rights, and
* third parties, including agents or sub-contractors, who assist us in providing information, products, services or direct marketing to you. This may include parties located, or that store data, outside of Australia.
If there is a change of control of our business or a sale or transfer of business assets, we reserve the right to transfer to the extent permissible by law our user databases, together with any personal information and non-personal information contained in those databases. This information may be disclosed to a potential purchaser. We would seek to only disclose information in good faith.
4) Your Rights and Controlling Your Personal Information
Your Provision of Third Party Information: If you provide us with third party personal information then you warrant to us that you have the third party's consent to provide this.
Restrict: You may choose to restrict the collection or use of your personal information. If you have previously agreed to us using your personal information direct marketing purposes, you may change your mind at any time by contact us at the email address listed on our contact page
Access: You may request details of personal information that we hold about you, in certain circumstances set out in the Privacy Act 1988 (Cth). We may refuse to provide you with information that we hold about you, in certain circumstances set out in the Privacy Act.
Correction: If you believe that any information we hold about you is inaccurate, out of date, incomplete, irrelevant or misleading, please contact us by email. We rely in part upon customers advising us when their personal information changes. We will respond to any request within a reasonable time. We will endeavor to promptly correct any information found to be inaccurate, incomplete or our of date.
Complaints: If you believe that we have breached the Australian Privacy Principles and wish to make a complaint about that breach, please contact us by email setting out details of the breach. We will promptly investigate your complaint and respond to you in writing setting out the outcome of our investigation, what steps we propose to take to remedy the breach and any other action we will take to deal with your complaint.
Unsubscribe: To unsubscribe from our email database, or opt out of communications, please use the unsubscribe button at the bottom of our email communications or contact us via email.
5) Parental/Age Advisory
The site is not directed to children or individuals younger than 18. We do not knowingly collect or solicit Personal Information from anyone younger than 18. In the event that we discover that we collected Personal Information about a child or individual younger than 18, we will delete the Personal Information.
6) Storage and Security
We are committed to ensuring that the information you provide is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information and protect it from misuse, interference, loss and unauthorised access, modification and disclosure.
7) Cookies & Web Beacons
We may use web beacons on this site from time to time. Web beacons or clear .gifs are small pieces of code placed on a web page to monitor the visitor's behaviour and collect data about the visitors viewing a web page. For example, web beacons can be used to count the users who visit a web page or to deliver a cookie to the browser of a visitor viewing that page.
8) Links to Other Websites
If you have any questions, feedback or complaints please contact us at:
Stella Bella Wines
PO Box 536
Margaret River WA 6285
Phone: +61 8 9757 6377
We're so sorry if an order you received is not in perfect condition or if a wine is not tasting like its usual self, as we want you to be completely satisfied with every sip.
Please email us at firstname.lastname@example.org. We will meet our obligations under the Australian Consumer Law or similar legislation which may include replacing the item if the stock is available or giving you a refund up on receiving your faulty item back. If you change your mind for any reason, sadly we cannot accept the return as we cannot guarantee the life or condition of the wine once it has left our hands.
WHAT IF I RECEIVE AN INCORRECT ITEM?
If you have received an item you did not order, please email us at email@example.com so we can resolve this for you as soon as possible.
HOW DO I RETURN AN ITEM?
To return an item, we need to provide you with a Return Authorisation Number. Please email us firstname.lastname@example.org to arrange a return.
HOW WILL I BE REFUNDED?
Upon receipt of the items, they will be checked to make sure it meets the conditions above and once cleared, you will receive a refund or credit note for the purchase price (excluding original shipping cost) directly to the original method of payment used for purchase.
We endeavour to process refunds as soon as they are received but please allow up to 5 business days for returns to be processed. You will receive email notification of the status of your refund once finalised.
These terms set out the agreement for online trading between Stella Bella Wines Pty Ltd (ABN 44079 217 162) ("Stella Bella") and the user of this website ("You/Your"). Please read them carefully before proceeding with entering the Website. You must accept these terms and conditions to access this Website any further.
This Website is owned and operated by Stella Bella.
PLACING AN ORDER AND PAYMENT
By completing a Purchase Order, you are making an offer to purchase the Product at the price set out in the Website.
Payment must be made at the time of submitting the Purchase Order. Payment can be made by Visa and MasterCard only. You warrant that You are an authorised user of the credit card used to complete payment.
All Purchase Orders placed through this Website are subject to confirmation and acceptance by Stella Bella. We will email you with confirmation of the receipt of Your Purchase Order. Stella Bella may reject Your Purchase Order for any reason and refund any payment made by You, at any time prior to dispatch.
The Purchase Order must be paid in full immediately upon entry into the Agreement. All transactions are settled in Australian Dollars (AUD).
Stella Bella may vary prices in the event of price changes or mistakes on this Website without prior notice to You. If Stella Bella requests payment for increased prices, You may cancel the order. Notification of your wish to cancel the order in these circumstances must be received within seven (7) days of the announcement of the increase.
PROHIBITION ON RESALE
Stella Bella reserves the right to limit the quantities of product sold as it sees fit. It is a condition of this Agreement that you do not purchase any products for the purpose of using, selling or supplying them as part of a commercial business. This includes using our products to advertise or promote your own goods or services unless you have our prior written consent. Customers wishing to be a stockist of Stella Bella products must contact Stella Bella directly, where they will be informed of the options available to buy higher quantities.
From time to time Stella Bella has special offers that can be applied to your order by using a promotional code that we provide to you. In order to take advantage of these promotions, you must enter the promotional code in the space provided during the checkout process and hit the "apply" button. The value of the promotion will be applied to your order automatically. Please note only one promotional code may be used per transaction. Unless otherwise specified each promotional code may only be used once per customer.
All sales are subject to our Returns Policy.
Every product we send out is initially quality controlled, however if you have received a product with a fault we will, in accordance with our obligations under the Australian Consumer Law or similar legislation, happily replace it or refund the cost Please see our Returns Policy for further information.
This Website is protected by SSL (Secure Socket Layer) encryption. SSL is a security device that ensures that any data, which you enter into a secure area of the site, is encrypted during transmission over the Internet. SSL utilises data encryption to create a secure environment for you to conduct your online transactions. In order for SSL to be effective, you must be using an SSL compliant browser.
LIMITATION OF LIABILITY
To the extent permitted by law, all guarantees, warranties or representations which are not expressly stated in this Agreement are excluded. If Stella Bella is liable for breach of an imposed guarantee or implied warranty or representation, Stella Bellas’ liability is, at its option limited to the replacement of the Products or the supply of equivalent products, the repair of the Products or the payment of having the Products replaced or repaired.
Stella Bella has provided information on this website as accurately as possible. We take all reasonable care - in so far as it is in our power to do so - to keep the details of your orders and payment secure, but in the absence of negligence on our part we cannot be held liable for any loss you may suffer if a third party procures unauthorised access to any data you provide when ac cessing or ordering from the site.
YOUR USE OF THE WEBSITE
You agree that You will use this Website in accordance with these terms and conditions and that You will not use this Website f or any unlawful purpose. You will not violate or attempt to violate the secu rity of this Website. You will not hack into this Website, Stella Bella computer systems or the computer systems of other users of this Website. Hacking means unauthorised access, malicious damage and/or interference and includes, without limitation, mail bombing, propagating viruses, worms or other types of malicious programs, deliberate attempts to overload a computer system, broadcast attacks or any other method designed to damage or interfere with the operation of a computer.
By entering this Website you agree to these terms and conditions. From time to time, this Agreement will be reviewed and may be revised.
Stella Bella reserves the right to change this Agreement at any time. Any such changes will be posted on this Website.
You must be 18 years to order wine from this web site. It is an of fence to obtain liquor on behalf of a person under the age of 18 years. By purchasing any of our wines, you warrant that you and the recipient of this order are at least 18 years of age.
From time to time down-time, either scheduled or unscheduled, may occur. Stella Bella will work within reason to ensure the amount of down-time is limited. Stella Bella will not be held liable for the consequences of any down-time.
We run competitions and contests on our Website and blog in which we may ask for subscription email information and membership. The terms and conditions of each promotion is at the discretion of Stella Bella and are subject to change.
Stella Bella owns the intellectual property in wine, brands and images.
Stella Bella prohibits the use of its brand and images for any purpose without prior written permission from Stella Bella.
Reproduction of part or all of the contents in any form of this Website is prohibited other than for individual and personal use no part of this Website may be reproduced or shared with a third party. The permission to recopy by an individual does not allow for incorporation of material or any part of it in any work or publication, whether in hard copy, electronic, or any other form.
Unless otherwise noted, all materials on this Website are protected as the copyright, trade dress, trademarks and/or other intellectual p roperties owned by Stella Bella or by other parties that have licensed their material to Stella Bella.
Stella Bella trademarks on this site represent some of the trade marks currently owned or controlled in Australia. The display of these marks and of notices associated with these marks is not intended to be a comprehensive compilation of all worldwide proprietary ownership rights held by Stella Bella.
All rights not expressly granted are reserved.
This Website may contain materials produced by third parties or links to other websites. Such materials and websites are provided by third parties and are not under
Stella Bella direct control and Stella Bella accepts no responsibility or liability inrespect of any such third party materials or for the operation or content of other websites (whether or not they are linked to this Website).
You acknowledge that Stella Bella is entitled to require you to remove any link from another website to this Website which you install without obtaining Stella Bella prior written consent.
Stella Bella reserves the right to terminate the agreement to supply Products to you at any time before the Products are dispatched to you. Stella Bella shall not be liable to You for any cost, expense, or damages whatsoever for terminating this Agreement.
If the Product has not been delivered to You prior to any termination of this Agreement by Stella Bella,
Stella Bella will refund to You any payment You have made prior to termination.
These Terms are incorporated into the Agreement between SBW and the Grower (and the Landowner if any).
In this Agreement, unless the context otherwise requires: Agreement means each agreement made between SBW, the Grower (and the Landowner, if any) in relation to the sale and purchase of Grapes by the Grower to SBW;
Batch means a quantity of grapes including a Load, which is fermented together in one fermenter;
Bin means the bins referred to in clause 6.3;
Block means an area of the Vineyard, planted to a single grape variety, specified in Item 8 of the Agreement Summary;
Business Day means a day during which banks are open for general banking business in Western Australia;
Commencement Date means the date set out in Item 4 of the Agreement Summary;
Consignment Note means the document, issued by the carrier, that records the number of Bins transported from the Vineyard to the Winery;
Crop Level of a Block means the number of tonnes of grapes produced from that Block divided by the number of hectares in that Block;
Grape Price means, for a Load, the agreed fixed purchase price for the Load as specified in Item 4 of the Agreement Summary;
Grapes means those grapes which SBW purchases or proposes to purchase from the Grower under clause 3;
Grower means the party described in Item 2 of the Agreement Summary and includes the executors, administrators, successors and permitted assigns of that person;
GST means the goods and services tax applicable under the A New Tax System (Goods and Services Tax) Act 1999 (C’th);
Incentive Standards means the standards set out in Item 15 of the Reference Summary (and the notes thereto) or such other standards as may from time to time be agreed in writing by the Grower and SBW;
Initial Term means the initial term of this Agreement set out in Item5 and 6 of the Agreement Summary;
Insolvency Event means the happening of any of the following events:
(a) an application is made to a court for an order, or an order is made, that a body corporate be wound up;
(b) an application is made to a court for an order appointing a liquidator or provisional liquidator in respect of a body corporate or one of them is appointed whether or not under an order;
(c) a receiver, receiver and manager or controller is appointed or takes possession in respect of any part of the property of a body corporate;
(d) an administrator is appointed to a body corporate under sections 436A, 436B or 436C of the Corporations Act 2001 (C’th);
(e) a body corporate enters into, or resolves to enter into, a deed of company arrangement, a scheme of arrangement or composition with, or assignment for the benefit of, all or any class of its creditors or proposes a reorganisation, moratorium or other administration involving any of them;
(f) a body corporate resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so;
(g) a body corporate is, or its directors state that it is, unable to pay its debts as and when they become due and payable;
(h) a body corporate is presumed to be insolvent within the meaning of section 459C(2) of the Corporations Act 2001 (Cth);
(i) a judgment is entered against a body corporate for a sum in excess of $20,000 and remains unsatisfied or unappealed for a period of 15 days;
(j) a person becomes an ‘insolvent under administration’ as defined in section 9 of the Corporations Act 2001 (Cth) or action is taken which could result in such an event; or
(k) anything having a substantially similar effect to any of the events specified above happens under any law of any applicable jurisdiction;
Item means an Item in the Agreement Summary;
Landowner means the party described in Item 3 of the Agreement Summary and includes the executors, administrators, successors and permitted assigns of that person or, if there is no person so described, the Grower;
Last Harvest Date, for a Vintage Year, for a particular variety of Grapes, means the date set out in Item 10 of the Agreement Summary for that variety of Grapes in that Vintage Year;
Load means a quantity of Grapes from a particular Block, transported to the Winery under a single Consignment Note on any one occasion;
Maximum Yield means, in respect of each Block set out in Item 9 of the Agreement Summary, the Crop Level specified in respect of that Block;
Minimum Baume means, in respect of each Block set out in Item 9 in the Reference Summary the Target Baume specified next to that Block;
Month means a calendar month;
MP&C Standards means the maturity, purity and condition standards set out in Item 15 of the Agreement Summary (and the notes to that Table) or such other standards as may from time to time be agreed in writing by the Grower and SBW;
Primary Parties means the Grower and SBW;
Agreement Summary means the Agreement Summary in the Agreement;
SBW means Stella Bella Wines Pty Ltd as described in Item 1 of the Agreement Summary and includes its successors and assigns;
Target Yield means, in respect of each Block set out in Item 9 in the Agreement Summary, the Crop Level specified in respect of that Block;
Term means the Initial Term and any period for which the operation of the Agreement is extended under clause 2;
Unit of Variation means, in respect of each Incentive Standard set out in Item 14 of the Agreement Summary, the unit of variation there specified;
Veraison means the point in the growing season at which the Grapes begin to soften and, in the case of red grapes, begin to change colour;
Vineyard means the land described in Item 6 of the Agreement Summary and the vines and improvements on that land;
Vintage Year means a 12 month period expiring on 31 December during the Term, except that the first Vintage Year shall be:
(a) if the Commencement Date does not fall between 30 April and 31 December (inclusive), the period from the Commencement Date until the next 31 December (inclusive); or
(b) if the Commencement Date does fall between 30 April and 31 December (inclusive), the period from the Commencement Date until the next 31 December after the next 31 December (inclusive);
Winery means the winery described in Item 10 of the Reference Schedule or such other winery as is nominated by SBW in writing in respect of any Load.
1.2 Aids to interpretation
In this Agreement, unless the context otherwise requires:
(a) a reference to the Agreement means this agreement as amended, varied, novated or substituted from time to time;
(b) the index, headings and drafting notes are for ease of reference only and do not affect the interpretation of this Agreement;
(c) references to Recitals and Schedules are to the recitals and schedules attached to this Agreement;
(d) the Recitals and Schedules form part of this Agreement;
(e) references to any statute, proclamation, regulation or order include all amendments and revisions made to them from time to time and any statute, proclamation, regulation or order brought into operation in substitution of them or incorporating any of their provisions;
(f) a reference to a person includes a corporation;
(g) words of one gender include both other genders;
(h) the singular includes the plural and the plural the singular;
(i) a reference to a party’s consent, agreement, acceptance or rejection means its consent, agreement, acceptance or rejection in its absolute discretion;
(j) the meaning of general words or provisions is not limited by references to specific matters that follow them or are included elsewhere in this Agreement (such as those introduced by the word including);
(k) if any party hereto consists of more than one person, the liability of those persons in all respects under this Agreement shall be a joint liability of all of those persons and a liability of each of those persons severally;
(l) time shall be of the essence; and
(m) this Agreement shall not be interpreted against the interests of a party on the basis that it drafted or proposed it.
2. Initial Term and extension
This Agreement commences on the Commencement Date in Item 5 of the Agreement Summary and operates thereafter as provided in Item 6.
3. Sale of Grapes
Subject to the terms of this Agreement, the Grower agrees to sell to SBW and SBW agrees to purchase from the Grower, in each Vintage Year, all the grapes specified in Item 9 produced by the Grower in each Block or, if so expressed, the quantities (in tonnes) of the grapes specified in Item 9 produced by the Grower in each Block, free of all encumbrances.
4. Grape Prices
Subject to clause 4.2, SBW shall pay the Grower, for each Load which meets the MP&C Standards, does not exceed the Maximum Yield and achieves at least the Minimum Grade the Grape Price specified in Item 4 minus any deductions, under Item 15 for any respects in which the Load does not meet the Incentive Standards.
4.2 Lower Grape Price
If a Load is agreed to be sold for a price less than the Grade Price under clause 9.2(c) or 9.3(c), that price shall be the Grape Price.
4.3 Other Costs
Subject to clause 6.2(a), the Grower shall pay all costs associated with the Grapes until title to them passes to SBW, including the costs of harvest, insurance, statutory charges, grape levies and contributions to industry funds payable under regulations or Ministerial orders, plus all GST payable in relation to those costs.
4.4 Hand Harvesting Cost
If a Block, or part of a Block, is to be harvested by hand as determined under clause 6.1 read with Item11, SBW will pay the Grower, in addition to the Grape Price for those Grapes, the difference in cost between hand harvesting and machine harvesting that Block as specified in Item 11, within 30 days of receiving a tax invoice for that amount and clause 13 shall apply to that taxable supply. The Grower will provide supporting evidence of the hand harvesting costs to SBW on request.
SBW shall pay the Grape Price to the Grower, in each Vintage Year, at the time or times specified below, namely:
(a) one-third of the Grape Price within 30 days of receipt by SBW of the Grower’s invoice for the purchase of the Grapes in the Vintage Year in which the Grapes were delivered to SBW;
(b) one-half of the balance of the Grape Price by 30 June in that Vintage Year; and
(c) the balance of the Grape Price by 30 September in that Vintage Year.
SBW may set-off any amounts owing to it by the Grower for any reason against any instalment of the Grape Price or other monies it owes to the Grower for any reason.
6. Harvest and Delivery
6.1 Minimum Baume
Grapes will be harvested at a targeted Baume set by SBW as specified in Item 9. Where minimum Baume is not met SBW may elect not to purchase the Grapes within 48 hours after SBW delivers the test result to the Grower.
(a) The Grower shall be responsible for arranging harvest of the Grapes.
(b) SBW and the Grower shall consult regularly, in the weeks prior to harvest, as regards the required time and method of harvest of the Grapes, in each Vintage Year. If they do not agree on either of those matters during that week, SBW may give the Grower not less than 72 hours’ notice of the required time and method of harvest and the Grower shall comply with those directions.
(c) The time set for harvest shall generally be determined with a view to harvesting the Grapes within the Target Baume Range, but SBW may require the Grapes to be harvested at less than Target Baume Range if there is a reasonably foreseeable risk (in agreement with both parties) that the Grapes will be damaged if harvest is delayed and dilution due.
(d) SBW may also require the Grapes to be harvested at less or more than the Target Baume Range but SBW may only make deductions from the Grape Price under clause 4.2, for failure of the Grapes to be harvested within the Target Baume Range, if the reason for requiring harvest above or below Target Baume Range was as set out in clause 6.2(c).
6.3 Harvest Logistics
(a) The price for Grapes if so specified in Item 4 is machine harvested grapes loaded onto SBW transport.
(b) SBW shall supply Bins, without cost, to the Grower for the Grapes to be transported to the Winery.
(c) The Grower shall unload the empty Bins from SBW’s carrier at the Vineyard.
(d) The Grower shall harvest the Grapes in accordance with good, modern viticultural practice, with machinery or in containers that are clean, sanitary and inert, and tip the Grapes into the Bins.
(e) The Grower will ensure that any chemical additions are applied evenly through the grape load, and will store the grapes out of direct sunlight, and will cover the Bins if rain falls after the fruit is picked.
(a) The Grower shall load the Grapes in the Bins onto SBW’s carrier’s vehicle at the Vineyard.
(b) If foreign objects or material other than grapes in a Load cause damage to SBW’s winery equipment (or that of its contract processor), the Grower shall indemnify SBW for the cost of making good such damage and for downtime at the rate of $300 or part thereof and SBW may deduct the amount payable from monies due by SBW to the Grower under clause 5.2.
The Grapes shall be weighed by SBW in its certified weight cell and recorded by SBW at the Winery by SBW prior to acceptance by SBW. If the certified weight cell is not operational or available then the Grapes will weighed by SBW using another appropriately certified weighing device.
6.6 Title and Risk
(a) Title to any Grapes shall pass to SBW, if and when they are accepted by SBW after weighing and assessment at the Winery and SBW has commenced processing.
(b) Risk in any Grapes shall pass to SBW when processing has been completed.
7. Crop Level
7.1 Target Yield
The Grower shall endeavour to ensure that the Crop Level of each Block is at the Target Yield but no more than the maximum yield by applying appropriate viticultural practices, including:
(a) pruning to appropriate levels;
(b) bunch-thinning prior to 3 weeks before harvest;
(c) shoot-thinning prior to Veraison; and/or
(d) irrigation and fertiliser control.
The Grower will refrain from using inappropriate viticultural practices, in order to ensure that the Crop Level of each Block is at the Target Yield but no more than the Maximum Yield, including:
(e) allowing Grapes to be lost to pests or diseases;
(f) bunch-thinning less than 3 weeks prior to harvest;
(g) not harvesting the Grapes when and as required under clause 6.1; and/or
(h) not harvesting all the grapes in a Block.
7.2 Yield Estimates
At Veraison and in January in each Vintage Year, the Grower shall submit to SBW in writing a soundly based and duly considered estimate of the quantity of grapes each Block will yield in that Vintage Year. The criteria for the estimate be based upon a 2% sample size of the Block detailing average bunch numbers per vine, average berry number per bunch and average historic bunch weight.
8. Grower’s Obligations
8.1 Grape Quality
The Grower shall use its best endeavours to ensure that all Grapes it delivers to SBW meet the Incentive Standards and do not exceed the Target Yield.
8.2 Vineyard Management
The Grower shall
(a) allow SBW access to the Vineyard, upon 24 hours’ notice at any time, to inspect the Vineyard;
(b) allow SBW, at any time or times, to take from the Vineyard sufficient and reasonable grape samples to determine the maturity of the Grapes;
(c) promptly inform SBW in writing of any deterioration or contamination of any Grapes, or any likelihood of Grapes not meeting the Minimum Grade or MP&C Standards or the Crop Level of any Block exceeding the Target Yield, in any Vintage Year (which advice shall not limit the obligations of the Grower under this Agreement);
(d) promptly inform SBW in writing as soon as the Grower becomes aware that it is unlikely that the Grower will deliver 50% or more of the Grapes from any Block in any Vintage Year, together with the reasons why that is the case (which advice shall not limit the obligations of the Grower under this Agreement);
(e) comply with the manufacturer’s specifications, the requirements and recommendations published by the Australian Wine Research Institute (including the latest up to date version of the booklet entitled Agrochemicals registered for use in Australian viticulture, published by that institute), the law and best viticultural practice in Australia and each country to which SBW exports wine, in relation to the usage of agrochemicals;
(f) to the best of their knowledge, not use in the Vineyard any products derived, in whole or part, from any genetically modified organism, without SBW’s consent and the Grower agrees to source, from all product suppliers, the product specification sheet which will indicate any source of genetically modified organism used in its manufacture;
(g) notify SBW immediately in writing of any occurrence or suspicion of occurrence of any notifiable infectious pest or disease in the Vineyard; and
(h) manage the Vineyard in accordance with the law and good, modern viticultural practice and with all due skill, care and diligence.
8.3 Vineyard Structure
If SBW and the Grower have not agreed Row numbers the Grower shall not, without the prior written consent of SBW:
(a) increase the level of plantings, or change the planting density, in any Block;
(b) remove or replace any existing vines, rootstocks or varieties in any Block; or
(c) change materially the irrigation, pruning or other viticultural practices applied in any Block.
9. Field and Weighbridge Assessment
9.1 Assessment in the Field
From time to time during each Vintage Year prior to harvest, as and when required by SBW, the Grapes in any Block may be assessed by SBW at the Vineyard to determine whether they meet with the Minimum Grade, comply with the MP&C Standards and do not exceed Maximum Yield.
9.2 Sub-Standard Grapes
If, upon assessment under clause 9.1, SBW determines that the Grapes in any Block:
(a) do not currently comply with the MP&C Standards or are unlikely to comply with them upon harvest or on the Last Harvest Date, in that Vintage Year;
(b) currently exceed the Maximum Yield or are likely to exceed the Maximum Yield (assuming no bunch-thinning, hail damage or other means by which Crop Level might be reduced) upon being harvested after reaching Minimum Baume or by the Last Harvest Date in that Vintage Year;
SBW shall within 7 days of assessment of those Grapes and prior to harvest notify the Grower in writing of its assessment under (a) or (b) above and either:
(c) offer to purchase those Grapes from the Grower, for a price less than the Grape Price, which offer the Grower may accept within 2 days of its receipt; or
(d) reject the Grapes and notify the Grower of the rejection.
9.3 After assessment of substandard Grapes
If, upon assessment, SBW determines that any Load
(a) does not comply with the MP&C Standards; or
(b) exceeds the Maximum Yield; or
SBW may, within 4 hours of assessment of the Load, either:
(c) (verbally, in person or by email) offer to purchase the Load from the Grower, at a price less than the Grape Price, which offer the Grower may accept (verbally, in person or by telephone) within one hour of its receipt; or
(d) reject the Load and endeavour to notify the Grower (verbally, in person or by email) of the rejection.
9.4 Removal of Grapes
If a Load is rejected or the Grower does not accept an offer SBW makes to it under clause 9.2(c) or 9.3(c), the Grower must remove the Load from the Winery within 12 hours of being notified of the rejection or receiving the offer otherwise SBW will dispose of the Grapes at the cost of the Grower which will be payable on demand.
9.5 Price Deductions
If, upon assessment under clause 9.3, SBW considers that a Load does not comply with one or more Incentive Standards:
(a) SBW may make deductions from the Grade Price of the Load under Item 12; and
(b) SBW must endeavour to notify the Grower (verbally, in person or by email) of those deductions within 48 hours of assessment of the Load.
9.6 Avoidance of Doubt
For the avoidance of doubt, it is agreed that:
(a) SBW is not required to give the Grower notice of rejection under clause 9.2(d) or 9.4(d), provided that it endeavours to notify the Grower of the rejection in accordance with that clause;
(b) SBW is not obliged to purchase, or make an offer to purchase, any Grapes that do not comply with all the MP&C Standards, exceed the Maximum Yield or are unlikely to meet at least the Minimum Grade;
(c) the Grower may dispose of, as it sees fit, any Grapes that are rejected or are the subject of an offer to purchase which it does not accept; and
(d) if any Grapes are not purchased by SBW in any Vintage Year, that will not affect the ongoing operation of this Agreement.
10. Force Majeure
If, by reason of any fact, circumstance, matter or thing (including disease, pestilence, accident, machinery damage, labour dispute, fire, flood, inclement weather, war, act of terrorism or Act of God) beyond the reasonable control of the Grower or SBW, either is unable to perform in whole or in part any obligation under this Agreement, such party shall be relieved of that obligation under this Agreement, to the extent and for the period that it is so unable to perform, and shall not be liable to the other Primary Party to this Agreement in respect of such inability, provided that it notifies the other Primary Party promptly of its inability and the cessation of that inability.
10.2 SBW’s Inability
If, pursuant to clause 10.1, SBW is unable to purchase the Grapes from a particular Block in accordance with this Agreement, the Grower may dispose of those Grapes to a third party and will be relieved of its obligation to sell those Grapes to SBW in that Vintage Year.
10.3 Grower’s Inability
If, pursuant to clause 10.1, the Grower is unable to deliver the Grapes from a particular Block in accordance with this Agreement, SBW may purchase a corresponding tonnage of grapes from a third party and will be relieved of its obligation to purchase those Grapes from the Grower in that Vintage Year.
11. Assignment or Change of Control
11.1 Assignment of Agreement
The Grower shall not, without the prior consent of SBW, assign, transfer, create a trust over or otherwise dispose of or deal with its rights under this Agreement.
11.2 Landowner takes Possession
If the Landowner takes possession or control of any part of the Vineyard from the Grower, the Landowner shall be bound by this Agreement, as if it was the Grower, in relation to that part of the Vineyard.
11.3 Assignment of Vineyard
The Landowner shall not assign, transfer, lease, licence, create a trust over, dispose of or otherwise deal with (Transact) the whole or any part of the vineyard or its interest, legal or equitable, in any part of the vineyard without making all reasonable endeavours that the other party to the Transaction enters into an agreement with SBW, on identical terms to this Agreement (except to the extent that SBW agrees to vary those terms), that operates for the remainder of the Term in relation to the part of the Vineyard Transacted, unless SBW declines to enter into such an agreement.
11.4 Deemed Assignment
If the Grower or Landowner is a company or trustee, any transfer or allotment of shares, units or interests in the Grower or Landowner or trust or other transaction, which results in a change in control of the Grower or Landowner or trust, shall be deemed to be an assignment of the Agreement for the purposes of clause 11.1 (in the case of the Grower) or a Transaction with the Vineyard for the purposes of clause 11.3 (in the case of the Landowner).
11.5 Landowner Warranty
The Grower and the Landowner warrant to SBW that the details concerning the Vineyard in Schedule 2 are accurate and complete.
12. Default and Termination
12.1 Default or Insolvency
Either Primary Party (the Terminator) may terminate this Agreement, with immediate effect, by notice to the other Primary Party (the Defaulter) and the Landowner, if:
(a) the Defaulter repudiates this Agreement or commits a material breach of any of its obligations under this Agreement and such default has not been remedied within 10 Business Days after the Defaulter receives notice from the Terminator advising it of the breach; or
(b) an Insolvency Event occurs in relation to the Defaulter.
12.2 SBW’s Termination Right
SBW may terminate this Agreement, with immediate effect, by notice to the other parties:
(a) in relation to any Block Transacted or the whole Vineyard, if there has been a breach of clause 11.1 or 11.3 or the Landowner takes possession or control of that Block from the Grower;
(b) in relation to a Block, if, for 2 consecutive Vintage Years, grapes from that Block are sub-standard, meaning that they do not (all of) comply with the MP&C Standards, meet the Minimum Grade and not exceed the Maximum Yield; or
(c) in relation to the whole Vineyard, if, for 2 consecutive Vintage Years, grapes from Blocks comprising more than 50% of the Vineyard (measured in area planted to wine grape vines) are sub standard, meaning that they do not (all of) comply with the MP&C Standards, meet the Minimum Grade and not exceed the Maximum Yield; or
(d) if the Grower does not deliver to SBW all of the Grapes it has contracted to purchase (including if Grapes are left on the vine), except for Grapes that SBW has rejected.
For the purposes of clarification, if this Agreement is terminated:
(a) in relation to a Block, it shall continue to operate as if that Block was excised from the definition of “Vineyard” in clause 1.1 and from the Blocks in Item 8; and
(b) in relation to the whole Vineyard, this Agreement as a whole shall terminate (subject to clauses 11.4 and 12).
12.4 No Prejudice
Termination of this Agreement, in whole or in relation to any Block, shall be without prejudice to the rights of any party in respect of any antecedent breach.
Unless the contrary intention appears, the terms and phrases used in this clause have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act).
13.2 GST exclusive consideration
Unless otherwise specified in this Agreement, the consideration expressed in this Agreement for any taxable supply made under or in connection with this Agreement does not include GST (GST exclusive consideration).
13.3 Payment of GST
The recipient of a taxable supply under or in connection with this Agreement must, in addition to and at the same time as the GST exclusive consideration is payable, pay to the supplier an amount equal to the amount of GST imposed by the GST law from time to time on the taxable supply.
13.4 Tax invoice
The additional amount is not payable unless the supplier provides to the recipient a tax invoice which is in an approved form for GST purposes.
13.5 Reimbursement of costs and expenses
To the extent that the consideration for the taxable supply consists of the reimbursement of costs and expenses incurred by the supplier, those costs and expenses must be:
(a) reduced by the amount of any input tax credit available to the supplier; and
(b) grossed-up for GST under this clause.
Each party shall keep the terms of this Agreement, and any other information relating to the negotiation of this Agreement or the other parties’ business affairs, strictly confidential, except that information concerning a party may be disclosed:
(a) with that party’s consent;
(b) to the disclosing party’s legal or financial advisers, auditors, bankers or insurers on a confidential basis;
(c) if it is in the public domain; or
(d) if it is required by law to be disclosed.
This clause shall survive termination of this Agreement.
Any notice, consent, agreement, request, direction, submission, offer, acceptance, rejection or other communication (Notice) given under or in relation to this Agreement shall be in writing, signed by the party giving it or by its duly authorised officer and delivered personally or by pre-paid registered post or facsimile transmission:
(a) if to SBW, at the address set out in Item 1;
(b) if to the Grower, at the address set out in Item 2; or
(c) if to the Landowner, at the address set out in Item 3,
or such other addresses or facsimile numbers as the parties shall from time to time notify to each other under clause 15.2.
15.2 Change of Address
A party may change its address for the purposes of this clause by giving 5 Business Days’ notice of the new details to the other parties in accordance with this clause 15.
15.3 Proof of Service
Proof of posting by pre-paid registered post or despatch of a facsimile transmission shall be proof of receipt, in the case of post, on the third Business Day after posting and, in the case of a facsimile transmission, on the Business Day immediately following the date of despatch, provided that the sender’s facsimile machine has printed out a document indicating good transmission in full.
A Notice shall only be effective, for the purposes of this Agreement, if it is given in accordance with this clause 15, except where otherwise expressly specified in this Agreement.
16. General Provisions
16.1 Landowner Consideration
The Primary Parties agree to pay the Landowner $1.00 (if demanded).
16.2 Entire agreement
This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.
16.3 No waiver
(a) No failure to exercise, nor any delay in exercising, any right, power or remedy by a party operates as a waiver.
(b) A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.
(c) A waiver is not valid or binding on the party granting that waiver unless made in writing.
16.4 Further assurances
Each party agrees to do all things and sign all documents necessary or desirable to give full effect to the provisions of this Agreement and the transactions contemplated by it.
16.5 Costs and stamp duty
(a) Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
(b) All stamp duty (including fines, penalties and interest) that may be payable on or in connection with this Agreement and any instrument executed under this Agreement must be borne equally by the Primary Parties.
16.6 Governing law and jurisdiction
(a) This Agreement is governed by the laws of Western Australia.
(b) Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Agreement.
(a) The relationship between the parties is that of independent contractors.
(b) The parties are not partners, joint venturers or principal and agent.
No amendment or variation of this Agreement is valid or binding on a party unless made in writing executed by all parties.
16.9 Reading Down and Severance
If any provision of this Agreement shall be invalid or unenforceable in accordance with its terms, it shall be read down to give it effect, but, if it is incapable of being read down, it shall be severed from this Agreement and all other provisions, which are self-sustaining and capable of separate enforcement without regard to the invalid provision, shall be and continue to be valid and enforceable in accordance with their terms.