INTRODUCTION
A. The Simply Shiraz Syndicate (the Syndicate) has been formed to purchase premium grapes from a Mudgee grower, to have wine made by a Mudgee wine maker for the exclusive use of the Syndicate and to have that wine bottled and labelled.
B. The joining member wishes to join the Syndicate.
IT IS AGREED
1.1 In this Agreement, unless otherwise indicated by the context:
Basic fee means the amount payable by a member to join the Syndicate
Corked means tainted by the cork smell associated with a poor quality cork;
designated organiser means Andrew Wormald.
end of vintage occurs when the bottled and labelled wine has been shipped to the members;
Production fee means the amount payable for the grapes to be tended, harvested and the wine made, bottled, labelled and stored;
premium grapes means grapes known commonly in the wine industry as “S1” or “R1” or “super premium”;
share means a member’s holding in the Syndicate and entitles him to 72 x 750ml bottles of wine.
share price means the basic fee plus the production fee current at the time of a member joining the Syndicate;
[other definitions]
1.2 In this Agreement, unless otherwise indicated by the context:
(a) words importing the singular include the plural and vice versa;
b) headings are for convenience only and do not affect interpretation of this Agreement;
(c)a reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Agreement; where any word or phrase is given a definite meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;an expression importing a natural person includes a body corporate, partnership, joint venture, association or other legal entity;
a reference to a statute, statutory provision or regulation includes all amendments, consolidations or replacements thereof;
a reference to a party to a document includes that party’s legal personal representatives, successors and permitted assigns;
a covenant or agreement on the part of or for the benefit of two or more persons binds or benefits them jointly and severally; and
a reference to a body, whether statutory or not;
which ceases to exist; or
whose powers or functions are transferred to another body;
is a reference to the body which replaces it or which substantially succeeds to its powers or functions.
2. FORMATION
(a) The Syndicate is made up of a number of members each holding at least one share.
(b)
In order to join the Syndicate the joining member must
(i)
purchase a least one share but may purchase more than one share.
(ii)
be over the age of eighteen years.
(c)
The number of shares in the Syndicate may vary from year to year based on the availability of sufficient quantities of premium Shiraz grapes to provide each member with 72 bottles of wine.
(d)
The joining member may withdraw from the Syndicate but only at the conclusion of vintage in any one year. Should the joining member wish to withdraw prior to the conclusion of vintage he/she forfeits the share price.
3. FUNCTION
(a)
The Syndicate through its designated organisers purchases premium grapes, specifically premium Shiraz grapes, and has a local wine maker produce wine from those grapes exclusively for the Syndicate.
(b)The wine is bottled and labelled and stored ready for collection by each member.
4.
SHARE PRICE
(a) The joining member must pay the share price being the basic fee (currently $150) plus the production fee (currently $600.00) for each year he/she wishes to retain membership in the Syndicate.
(b) The basic fee is payable on 1 July of the year of joining and each year of membership thereafter.
(c) The production fee is payable in two equal instalments due on 1 October and 1 March of the year of joining and each year of membership thereafter.
(d) Payment of the share price must be by way of direct debit of an account to be nominated by the joining member who will provide the designated organisers with the requisite Authority. The designated organisers will take the fees on their due dates, that is, 1 July, 1 October and 1 March for each year the joining member remains in the Syndicate.
(e) Should the direct debit fail due to lack of funds, the joining member may forfeit his/her share(s) and all other amounts paid by him/her to that date.
(f) The joining member may join the Syndicate after 1 July provided he/she pays the share price in full. However, membership may be refused if the designated organisers determine that there will be insufficient wine produced to supply the existing members as per this Agreement.
(a)
The Syndicate intends that through purchasing premium grapes and using an experienced Mudgee wine maker, the wine produced will be a premium Mudgee Shiraz to be known as “Simply Shiraz”.
(b)
Should the joining member be of the view that the wine is of lesser quality, then the Executive Manager for the time being of the organisation known as the Mudgee Grape Growers shall determine the quality of the wine and his/her decision will be final.
(c)
If it is determined that the wine is of a lesser quality then the wine may be replaced or the member reimbursed in full for all moneys paid during that year’s vintage. It will be the decision of the designated organisers as to whether the wine is replaced or the member reimbursed.
(d)
Any wine that proves to be corked upon opening will be replaced.
This Agreement is governed by the laws of New South Wales[New South Wales, Queensland, Victoria etc].
Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales[New South Wales, Queensland, Victoria etc].
Each party will from time to time do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.
In relation to the subject matter of this Agreement:
this Agreement is the whole agreement between the parties; and
this Agreement supersedes all oral and written communications by or on behalf of any of the parties.
has not relied on any warranty or representation (whether oral or written) in relation to the subject matter of this Agreement made by any person; and
has relied entirely on its own enquiries in relation to the subject matter of this Agreement.
This clause does not apply to warranties and representations that this Agreement expressly sets out.
10. SEVERANCE
If any part of this Agreement is invalid or unenforceable, this Agreement does not include it. The remainder of this Agreement continues in full force.
