Stella Bella Wines Pty Ltd ABN 44 079 217 164

Table of Contents

• 1. Interpretation
  • 1.1 Definitions
  • 1.2 Aids to Interpretation
• 2. Initial Term and extension
• 3. Sale of Grapes
• 4. Grape Prices
  • 4.1 Pricing
  • 4.2 Lower Grape Price
  • 4.3 Other Costs
  • 4.4 Hand Harvesting Cost
• 5. Payment
  • 5.1 Timing
  • 5.2 Set-Off
• 6. Harvest and Delivery
  • 6.1 Minimum Baume
  • 6.2 Generally
  • 6.3 Harvest Logistics
  • 6.4 Delivery
  • 6.5 Weighing
  • 6.6 Title and Risk
• 7. Crop Level
  • 7.1 Target Yield
  • 7.2 Yield Estimates
• 8. Grower’s Obligations
  • 8.1 Grape Quality
  • 8.2 Vineyard Management
  • 8.3 Vineyard Structure
• 9. Field and Weighbridge Assessment
  • 9.1 Assessment in the Field
  • 9.2 Sub-Standard Grapes
  • 9.3 After Assessment
  • 9.4 Removal of Grapes
  • 9.5 Price Deductions
  • 9.6 Avoidance of Doubt
• 10. Force Majeure
  • 10.1 Relief
  • 10.2 SBW’s Inability
  • 10.3 Grower’s Inability
• 11. Assignment or Change of Control
  • 11.1 Assignment of Agreement
  • 11.2 Landowner takes Possession
  • 11.3 Assignment of Vineyard
  • 11.4 Deemed Assignment
  • 11.5 Landowner Warranty
• 12. Default and Termination
  • 12.1 Default or Insolvency
  • 12.2 SBW’s Termination Right
  • 12.3 Clarification
  • 12.4 No Prejudice
• 13. GST
  • 13.1 Interpretation
  • 13.2 GST exclusive consideration
  • 13.3 Payment of GST
  • 13.4 Tax invoice
  • 13.5 Reimbursement of costs and expenses
• 14. Confidentiality
• 15. Notices
  • 15.1 Form
  • 15.2 Change of Address
  • 15.3 Proof of Service
  • 15.4 Effect
• 16. General Provisions
  • 16.1 Landowner Consideration
  • 16.2 Entire agreement
  • 16.3 No waiver
  • 16.4 Further assurances
  • 16.5 Costs and stamp duty
  • 16.6 Governing law and jurisdiction
  • 16.7 Relationship
  • 16.8 Amendment
  • 16.9 Reading Down and Severance

These Terms are incorporated into the Agreement between SBW and the Grower (and the Landowner if any).

1. Interpretation

1.1 Definitions

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

4.1 Pricing 
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.

5. Payment

5.1 Timing
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.

5.2 Set-Off
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.

6.2 Generally 
(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.

6.4 Delivery
(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.

6.5 Weighing
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

10.1 Relief
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.

12.3 Clarification
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.

13. GST

13.1 Interpretation
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.

14. Confidentiality

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.

15. Notices

15.1 Form
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.

15.4 Effect
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.

16.7 Relationship
(a) The relationship between the parties is that of independent contractors.
(b) The parties are not partners, joint venturers or principal and agent.

16.8 Amendment
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.