A
ARIDUS
W I N E
™
C O M P A N Y
2017 GRAPE PROCESSING AGREEMENT
(MINIMUM QUANTITY/MULTI TERM OPTION)
This Agreement (the “Agreement”) is entered into on ________________________ (DATE)
by and between Aridus Wine Company LLC, an Arizona limited liability company (“Winery”)
and _______________________________________________________________ (“Client”).
RECITALS:
A. Winery operates a crush facility in the state of Arizona.
B. Client desires to retain the services of Winery in crushing, processing and bottling of Client’s wine products, all pursuant to
the terms and conditions of this Agreement.
AGREEMENT:
1. Services. Winery will provide processing services to Client for grapes delivered to Winery by Client. Winery’s processing
services will be performed in accordance with Aridus’ Standard Practices as set forth on Exhibit A attached. Client
acknowledges and agrees that Client’s winemaker (the “Winemaker”) will provide specific winemaking instructions to Winery
for Client’s specific wines. The detailed winemaking instructions will be provided by the Winemaker to Winery on a work
order form provided by the Winery.
2. Minimum Quantity of Grapes During Term of Agreement.
a. In consideration of the Discount as provided in Section 3 below, Client agrees to provide a minimum of ______ tons of grapes
to Winery each year during the _____ year term of this Agreement (the “Minimum Tonnage”). If for any reason, Client is unable
to meet the Minimum Tonnage in any year, then the price for all services provided in this Agreement will be the prices set forth
on the Exhibits to this Agreement, plus 5%, retroactive to the beginning term of this Agreement. Within 10 days of written
notice from Winery to Client that the Minimum Tonnage was not met, Client will pay the difference in price for all services
rendered under this Agreement for prior years and the current year, all as set forth on Winery’s invoice included with the notice.
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b. Each year, client will provide an estimate of the tons of grapes as indicated below
(if additional space is required please attach sheet with details):
PRODUCTS TO BE PROCESSED
VINEYARD
VARIETAL
TONS
TOTAL TONS:
3. Contract Price. Winery’s prices for processing and bottling services are set forth on the Exhibits attached to this
Agreement, less 10% for the first line item on Exhibits B and C attached (i.e. – the price per case for the service item labeled
“2016 Package”). For example, if the price on Exhibits B and C is $32 per case, the 10% discount means the price will be
$28.80 per case. This 10% discount on the case price will be referred to as the “Discount”. Winery will provide Client with an
estimate of the contract price based on the estimated tons provided by Client each year in Section 2(b) and the prices listed
on the Exhibits to this Agreement, less the Discount. This amount will be referred to as the “Estimated Contract Price”. Upon
delivery of Client’s grapes, Winery will weigh the grapes and determine the exact amount owed under this Agreement (the
“Contract Price”).
4. Term.
a. The term of this Agreement will be from ______________________________, to _______________________________.
b. Notwithstanding any other provision in this Agreement to the contrary, Winery will have the right to terminate this
Agreement at any time, with our without cause. To terminate this Agreement under this Section 4(b), Winery will give Client
written notice of termination (the “Notice of Termination”), which will be effective on the date that Winery mails, e-mails, or
faxes the Notice of Termination to Client. Client acknowledges that the bulk of the grape processing work is performed by
Winery shortly after receipt of Client’s grapes, usually within 24 hours. Therefore, if Winery terminates this Agreement under
this Section 4(b), Client agrees to pay Winery an amount equal to 50% of that year’s remaining Contract Price outstanding
(the “Termination Amount”). The Termination Amount is due and owing within 10 days of Winery’s delivery of the Notice of
Termination. Upon termination of this Agreement by Winery, Client will have 10 days to collect all of their grapes, wine, bins,
barrels, racks, and other personal property. Failure of Client to collect their property within this 10 day period will entitle
Client to proceed under Section 5(d) below.
5. Payment Terms.
a. The payment terms for Winery’s services under this Agreement are as follows (potential bottling fees are not included):
1. An amount equal to 25% of the Estimated Contract Price for the first year is due upon signing this contract. Each
additional year’s deposit is due and payable July 1, prior to delivery of Client’s grapes to Winery. Client acknowledges and
agrees that Winery will not take delivery of Client’s grapes or any other Client property without receipt of this initial 25%
amount.
2. An amount equal to 75% of the Contract Price will be billed monthly over 8 monthly payments beginning November 1
each year during the term of this Agreement.
b. Payment for all services performed under this Agreement will be due and payable within 10 days of receipt by Client of
periodic billings from Winery. If any invoice is not paid within 30 days of the invoice date, then Client agrees to pay a $50 late
fee and interest at the rate of 1.5% per month (18% per annum) on the remaining Contract Price outstanding (i.e. – not just
on the outstanding invoice).
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c. Winery reserves the right not to release Client’s wine until all payments owed to Winery are made or Winery is satisfied
that proper security for such payment has been arranged. Client will be responsible for paying any and all storage fees
d. As security for the prompt payment of all amounts owed under this Agreement, Client hereby grants to Winery a security
interest in all personal property delivered to Winery under this Agreement, including, but not limited to, Client’s grapes, any
barrels, racks, bins or other containers, juice from the grapes, and any wine or other liquid created under this Agreement
(collectively referred to as the “Collateral”), all pursuant to Article 9 of the Uniform Commercial Code. Client hereby
authorizes Winery to file a UCC-1 Financing Statement to perfect its security interest under this Agreement. In addition,
Client acknowledges and agrees that Winery will have a personal property lien on the grapes and/or wine pursuant to
Arizona Revised Statutes Section 33-1021 et. seq.(“Personal Property Liens”). Upon default by Client, Winery will have all the
rights and remedies available to it under the Uniform Commercial Code, including, but not limited to, selling the Collateral at
private or public auction, as well as the rights and remedies under Arizona law governing Personal Property Liens.
6. Client Obligations.
a. Delivery. Client will notify winery 48 hours in advance of grape delivery to Winery. Any deliveries after 4:00 pm will be at
the discretion of Winery and must be pre-approved. All grapes will be delivered in ½ ton macro bins. The Winery must
approve any other delivery methods before delivery. Completed grower tags must be given to Winery by driver when the
grapes are delivered. Grapes will be weighed on a certified scale and a receipt will be given to the driver of truck delivering
the grapes to Winery.
b. Grape Quality. The grape quality will be the sole responsibility of the Client. At the time of delivery, the Winery will note
any deviation from industry standards for quality standards and will promptly notify Client of such deviation. Winery will
have sole discretion in handling grapes not in conformance with industry standards for quality, and Winery will have the
right, in its sole discretion, to reject any substandard loads of grapes.
c. Preparation of Wines. Client is responsible for providing the necessary paperwork to substantiate all blending
percentages, tax classes, bond status and compliance with Federal and Arizona laws regarding the composition of wines
shipped to Winery. Winery will blend wines only upon written orders, signed by Client, detailing Client’s specifications. If the
blended wines do not meet compliance requirements, Client will hold Winery harmless for work completed to Client’s
specifications. Winery will keep appropriate records that support any blending and processing claims as required by The
Alcohol and Tobacco Tax and Trade Bureau and/or the Arizona Department of Liquor Licenses and Control.
d. Title to Wines. Title to grapes and wine, and the risk of loss, will remain with Client at all times, subject to any lien which
Winery may have pursuant to this Agreement. It will be the responsibility of Client to pay all federal, state, and local taxes
when due and to file all necessary reports and pay assessments due for tonnage crushed for Client’s account when due.
e. Licensing. Client warrants that it has or will obtain all necessary licenses and permits to comply with federal and state
regulations. Copies of these documents will be given to Winery immediately upon receipt by Client. Client acknowledges
that obtaining all required governmental permits, licenses and approvals is a condition precedent to Winery’s obligation to
accept delivery of grapes to process wine for Client. Should Winery elect, in its sole discretion, to waive the above condition
precedent, Client agrees to indemnify, defend and hold Winery harmless from any and all costs, expenses (including
attorneys’ fees and other costs of defense), liabilities, claims, fines and penalties arising or resulting from or associated with
Winery’s decision to waive the condition precedent and accept and process grapes for Client.
7. Winery Obligations.
a. Bond & Insurance. Winery agrees that Client’s wine will be stored in bond and that Winery will maintain all required
licenses and bonds necessary for tax-free storage. Client agrees to pay any personal property taxes, grape assessments and
wine excise taxes applicable to Client’s wine storage at Winery. Winery will provide Client with access to Client’s wine for
normal sampling and inspection upon reasonable notice.
b. Receiving Preparation of Wines. Winery will be responsible for the accuracy of the blends only as far as the actual gallons
transferred, not the regulatory appropriateness of the percentages blended or their composition. Winery cannot receive,
produce or bottle any wines that it deems not to be in compliance with Federal and State laws. Winery reserves the right to
limit the gallons or bulk wines Client delivers to Winery.
c. No Representations or Warranties Regarding the Wine. Due to the subjective nature of winemaking, Winery makes no
representations or warranties of any kind regarding the wine or wine quality.
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d. Equipment Sterilization. Winery warrants to Client that it will maintain its equipment in a clean and sanitary manner and
that the bottling line and its internal components will be sterile. Winery’s sterilization procedures are available upon request.
e. Equipment Malfunction. In the event of an equipment malfunction, Winery will use its reasonable best efforts to repair
such equipment and resume services.
f. Visits and Inspections. Client will be allowed to designate persons who may visit and conduct inspections and testing of
Client's wine at Winery. Prior to any visit, Client must provide reasonable notice to Winery and schedule a mutually
convenient time for the visit during normal Winery’s normal business hours (Monday through Friday, 9:00 am – 5:00 pm) so
as not to unreasonably interfere with normal operations of the Winery. Winery will have the right to decline to allow or
terminate any such visits. All persons visiting Winery on behalf of Client must notify Winery of their arrival and check-in at
Winery’s office prior to entering the operations area of the Winery facility.
g. Shrinkage. The parties understand and acknowledge that the winemaking process results in normal shrinkage and Winery
will not be responsible for any shrinkage. All shrinkage will be at the expense of Client.
8. Indemnification. Client will defend, indemnify, and save harmless Winery, its employees, agents and contractors, from and
against any and all loss, damage, injury, liability, and claims thereof for injury to or death of any person (including an
employee of Client or Winery) or for loss of or damage to property (including, without limitation, all winemaking equipment,
the grapes or grape juice processed, or wine stored, hereunder whether or not owned by Winery or any third party) resulting
from any act or omission of Client or any employee, agent or contractor of Client and/or resulting from the delivery by Client
of grapes containing any material or substance other than grapes. Such indemnity will apply whether or not Winery or an
indemnitee was or is claimed to be passively, concurrently, or actively negligent, and regardless of whether liability without
fault is imposed or sought to be imposed on one or more of the indemnities. This indemnity will not apply to the extent that
it is void or otherwise unenforceable under applicable law in effect.
9. Insurance.
a. Without in any way limiting Client’s liability pursuant to Section 8 above, the parties agree that Winery will have no
obligation or responsibility whatsoever to (i) obtain insurance for the grapes or grape juice processed, or wine stored under
this Agreement, or (ii) cover any loss, damage or destruction from any cause whatsoever. Winery strongly encourages Client
to purchase insurance to protect Client against these risks.
b. Insurance. Client will provide, at its sole cost and expense, insurance it deems desirable to cover Client’s grapes, wine,
bins, or barrels. Winery assumes no responsibility for Client’s property, including but not limited to, grapes, wine, bins, or
barrels. Winery strongly encourages Client to purchase insurance to protect Client against these risks.
c. Client hereby agrees to indemnify Winery and hold Winery harmless from any and all damages, losses, liabilities, costs and
expenses whatsoever (including attorneys’ fees and costs), and any claims, whether direct or indirect, known or unknown,
foreseen or unforeseen, which may arise on account of or in any way growing out of or connected with the processing of
grapes or grape juice, or the storage of wine pursuant to this Agreement.
10. Limitation of Liability. THE WARRANTY PROVIDED IN SECTION 7(d) OF THIS AGREEMENT IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 7(d) OF
THIS AGREEMENT, ALL OTHER WARRANTIES INCLUDING ALL WARRANTIES WHICH, BUT FOR THIS PROVISION, MIGHT ARISE
FROM COURSE OF DEALING OR CUSTOM OF TRADE AND INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED BY
WINER. THE PARTIES FURTHER AGREE THAT WINERY WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR
SPECIAL DAMAGES OR ANY LOST PROFITS WHICH MAY BE INCURRED FOR ANY REASON WHATSOEVER. "Consequential or
Special Damages" includes, but is not necessarily limited to: (i) loss of profit, use and goodwill, (ii) payment made or due to
any third party, and (iii) loss or damage suffered or expense incurred by the Client caused by delay in the provision of any
service. Client hereby agrees that Winery’s sole liability will be limited to the amounts actually paid to and received by the
Winery under this Agreement or the Client’s cost, which equals grape cost plus processing charge or market value of the bulk
wine, whichever is lower, less any recovery or salvage value. Except as provided in the previous sentence, Winery will not be
liable to Client or any other person for damage, loss, injury or expense, whether direct or indirect, special or consequential,
and whether in the form of personal injury, pecuniary loss, increased expenses or otherwise. The remedies provided for in
this Agreement will be exclusive and will be the sole remedies of the Client. The remedies set forth in this section will be the
exclusive remedies available to any person. No one has any authority to bind Winery to any representation or warranty other
than as set forth in this Agreement.
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11. Miscellaneous.
a. Severability of Agreement. If any of the provisions of this Agreement are held by a court of competent jurisdiction to be
contrary to any state or federal law, the remaining provisions of this Agreement will remain in full force and effect. Any
provision held to be invalid or unenforceable, will be limited to the least extent possible so as to make the provision valid and
enforceable.
b. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Arizona,
without regard to the principles of conflicts of law, as applied to contracts entered within Arizona, between Arizona residents
and to be performed entirely within Arizona. The parties agree that the proper venue for any proceeding at law or in equity
will be Maricopa County, Arizona, and the parties agree to waive any right to object to the venue.
c. Attorney’s Fees. If any party institutes legal proceedings under this Agreement, the prevailing party will be entitled to
recover its costs and reasonable attorneys’ fees.
d. Confidentiality. By virtue of this Agreement Client may have access to certain of Winery’s confidential, proprietary and
trade secret information. Client agrees and covenants that all information, knowledge, data, or record(s) involving Winery,
whether written or otherwise, of whatsoever kind or nature not generally available to the public, including but not limited to
any information which relates to Winery’s winemaking policies, procedures protocol, personnel, business and operational
plans, company contracts, or other information or documents of a confidential nature relating to the operation of Winery,
which is acquired or is made available to Client (collectively referred to as “Confidential Information”), will be regarded as
strictly confidential and/or trade secrets of Winery. Client agrees that it will not at any time reveal, communicate, or divulge
any Confidential Information to any person, corporation, or other entity without the express prior written consent of an
authorized representative of Winery, which may be given or withheld in Winery’s sole discretion. Neither party will make any
public announcements related to this Agreement or the operations performed under this Agreement without the prior
written consent of the other party. Notwithstanding the above, the parties agree that the growers from whom Client
purchases varietal grapes being crushed at Winery will be advised that Winery is crushing the grapes for Client.
e. Force Majeure. Neither party to this Agreement will be responsible or liable in any way for any default under this
Agreement arising directly or indirectly from causes beyond the control of that party, including, but not limited to, fire, flood,
weather, war embargo, terrorism, strike, boycott, lockout, labor difficulty, accident, explosion, riot, insurrection, shortage of
fuel, mechanical breakdown, Acts of God, or expropriation of plant by governmental authority, or for any failure of any kind if
it is caused in any way by federal, state, or other governmental authority.
f. Entire Agreement. This Agreement constitutes the complete agreement between the parties with respect to the subject
matter of this Agreement, and no representations or understandings other than those expressed in this Agreement will add
to, vary or modify the agreement between the parties with respect to the subject matter of this agreement unless such
addition, variance or modification is made in writing and signed by the parties.
g. Notices. Any notice, demand or request required or permitted to be given under the provisions of this Agreement will be
in writing and will be deemed to have been duly delivered on the date of personal delivery or on the date of mailing if mailed
by registered or certified mail, postage prepaid and return receipt requested to the following addresses, or to such other
address as any party may request by notifying in writing all of the other parties to this Agreement.
To Client:
___________________________________
___________________________________
___________________________________
___________________________________
To Winery:
Aridus Wine Company, LLC
1126 North Haskell Avenue
Willcox, Arizona, 85643
Attention: Scott Dahmer
With a copy to:
Milligan Lawless, P.C.
5050 North 40th Street, Suite 200
Phoenix, Arizona, 85018
ATT: Michael W. Murphy, Esq.
h. Counterparts. This Agreement may be signed in one or more counterparts and all the counterparts will constitute one
and the same document.
i. Exhibits. All Exhibits mentioned in this Agreement are incorporated into it by reference.
j. Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under
or by reason of this Agreement on any persons other than the parties to it, nor is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third person to any party to this agreement.
k. No Assignment. No party may voluntarily or involuntarily assign his or its interest under this Agreement without the prior
written consent of the other party.
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l. Representation by Counsel. Each of the parties has been represented by or had had the opportunity to be represented by
legal counsel of his own choice. The parties acknowledge that the law firm of Milligan Lawless, P.A., has acted as attorneys
for Winery and not as attorneys for any other party. This Agreement has been negotiated among the parties and if there is
any ambiguity, no presumption construing the Agreement against a party will be imposed because this Agreement was
prepared by counsel for one party or counsel for another party.
________________________________________________________________________________ ______________________
By: Aridus Wine Company, LLC, an Arizona limited liability company
Date:
Scott Dahmer, Trustee of Agave Trust, Member
“Winery”
________________________________________________________________________________ ______________________
“Client”
Date:
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Exhibit A
Aridus’ Standard Practices
I. Winemaking Services and Prices. The parties acknowledge that this Exhibit A represents Aridus’ standard practices for
providing the services under this Agreement. For ease of reference, the following Exhibits are attached to show what is
included in the services, what is not included, and the prices or additional prices for various items. The Exhibits attached are
as follows:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Aridus Standard Practices
Red Wine Processing Services
White Wine Processing Services
Bottling Services
Laboratory Analysis Services
Additional Services
II. Client’s Winemaker.
A. The parties acknowledge that this Exhibit A represents Aridus’ standard practices for providing the services under this
Agreement. The parties further acknowledge that winemaking is an art, not a science. Accordingly, Client acknowledges and
agrees that Client, not Winery, will provide the recipe/instructions for making Client’s wine to the Winery. All winemaking
instructions and recipes will be provided by Client’s winemaker on work order forms provided by winery for processing
instructions. The form also can be faxed or emailed to Winery.
B. Winemaking Program Without Consulting Winemaker
Aridus Wine Company will provide winemaking direction and work orders for Clients who do not have a consulting
winemaker. Client will hold Winery harmless for wine quality. Wines will be produced by standard wine industry practices.
Winery will charge an additional $8.00 per case for winemaking instructions calculated at 62 cases per ton. This price does
not include winemaking instructions for finishing and bottling operations.
III. Grape Receiving Operations.
A. Scheduling of delivery with the Winery as described in the Grape Processing Agreement is required to coordinate grape
delivery with Winery. Note: 48 hour advance notice (and approval) is required.
B. Each load delivered by Client should arrive with a delivery tag specifying variety, vineyard and appellation. Winery will
weigh ½ ton macro bins and record a weigh tag. Client will get a copy of each tag.
C. Winery accepts grape deliveries between the hours of 8AM and 4 PM. Any divergence from this policy will require
advanced approval from the Winery.
IV. Red Grape Processing
A. For Red Grape Processing, see Exhibit B for summary of included items, excluded items, and various prices.
B. De-stem and crush red grapes and pump into closed top fermenter (open top fermenter will be at the discretion of
Winery).
C. Depending on tank space, a two-day cold soak at 55° F will be provided.
D. Closed Top Fermentation
1. Pumpover 2 times daily or less as requested by Client.
2. Fermentation time not to exceed 14 total days in tank. See attached Exhibits for charges for extended maceration.
E. Red barrel fermentations can be facilitated and will need to be scheduled in advance with Winery prior to harvest season.
Client will provide barrels with barrel heads that can be removed. Client is responsible for hiring barrel company to remove
and re-install barrel heads. See Exhibits for additional charges.
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F. At the direction of the Client, red wine will be drained from the fermenting tank and the pomace transferred in ½ ton bins
and then to the membrane press. Press fractions will be made at the direction of the Client in agreement with the Winery.
The Winery does not guarantee any particular juice yield from the press, which can vary depending on the variety, condition
of the grapes and saignee (removal of juice from tanks after crushing). Client will be required to have cooperage to contain
press fractions.
G. One day settling time after pressing in tank.
H. Client will provide winery with Client’s own barrels. The barrels will be delivered to winery with 48 hour notice provided
to Winery. The barrels will be put on Client’s two barrel racks. If Client delivers used barrels they will be sterilized with steam
at an additional cost per attached Exhibits.
I. Rack wine in tank to another tank and pump to fill Client’s barrels on Client’s two-barrel standard barrels racks (Western
Square 7” forklift opening double bar rack with Client’s brand name stenciled on rack).
J. Barrels will be stored in barrel rack stacks in Winery’s barrel room.
K. Any costs associated with correcting incomplete or problem alcoholic fermentations are subject to additional charges.
See attached Exhibits.
L. Winery can provide pad filtration for additional charge per gallon. See attached Exhibits.
V. White Wine Processing
A. For White Wine Processing, see Exhibit C for summary of included items, excluded items, and various prices.
B. Winery recommends an inoculation of pure culture yeast for all fermentations. Generally the rate of yeast used should be
1.5 lb/1000 gallons of juice.
C. Grapes will be whole cluster pressed in membrane press per Client’s instructions.
D. Juice pumped to tanks, chilled for 24 hours and then racked to tank or barrels for fermentation. Tank fermentation will
require previous approval from Winery.
E. Juice will be inoculated with yeast and other nutrients per Client’s winemaker’s instructions.
F. Fermentation in tank will be at a set temperature.
G. After fermentation wine will be racked and aged per Client’s winemaking instructions and Winery’s approval.
H. If wine is fermented or aged in barrels it will be aged on standard 2-barrels racks outlined above.
I. Winery can provide pad filtration for additional charge per gallon. See attached Exhibits.
J. Winery will provide cooling for cold stability.
K. It is recommended that before bottling, white wine should be analyzed for heat and cold stability by outside lab and
resulting winemaking instructions provided by Client. Bentonite and Cream of Tartar will be provided by Winery if required.
VI. Wine Additives
A. Wine additives included in grape processing:
1. DAP
3. 6% SO2 Solution or equivalent
5. D245 yeast, UV43 yeast
2. Superfood or equivalent nutrient
4. Tartaric Acid
6. GoFerm or equivalent yeast starter
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B. Winery recommends an inoculation of pure culture yeast (and nutrition when required) for all fermentations. Generally
the rate of yeast used should be 1.5 lb/1000 gallons of juice and 0.2 lbs/ton for red musts.
C. Additional wine additives provided by the Winery will be billed at Winery’s cost plus 20%.
D. There will be no charge for wine additives provided by the Client. Client’s wine additives will be required to be at Winery
48 hours in advance of being used in Client’s wine processing.
VII. Laboratory Analysis
A. See Exhibit E for summary of charges for laboratory analysis services.
B. Winery will perform standard lab analysis as follows:
1.
2.
3.
4.
5.
Must Analysis – Day 2: °Brix, pH, Titratable Acidity, Volatile Acidity
Daily Fermentation Analysis – °Brix and Temperature
Post Fermentation – Residual Sugar and Malic acid.
Malo-Lactic Fermentation Monitoring every two weeks until dry.
Post Malo-Lactic Fermentation: FSO2, Volatile Acidity, pH, TA.
C. Additional analysis to be performed by outside lab as requested by Client using Client’s account with an outside lab.
Shipping fees for samples to be reimbursed by Client.
VIII. Cellar Aging, Blending, Fining and Stabilization
A. See attached Exhibit F for summary of included items, excluded items, and various prices.
B. Barrel topping and stirring (as requested by Client) will be scheduled on a monthly basis (one topping per month). Extra
barrel topping and stirring will be charged.
C. Post malolactic fermentation wines will be racked and FSO2 analysis and additions made as specified by Client.
D. Three rackings, barrel to tank and back to barrel, will be provided per lot per year as specified by Client. See Exhibits
attached for additional racking charges.
E. Wine used for topping will be from the same barrel lot unless Client directs otherwise. Client is responsible for providing
breakdown containers provided at Client’s cost. Standard style of breakdown cooperage will be required to be provided by
Client (beer keg style, upright stainless steel kegs with 2” tri-clover fittings; Winery can assist client in obtaining breakdown
cooperage). Note: glass breakdown containers will not be allowed or accepted at Winery.
F. Every effort will be made to maintain minimum headspace for tank storage. Tanks with headspace will be sparged on a
weekly basis.
G. Blending of separate wine lots requires written instruction by Client prior to cellar operation.
H. Fining additions will be made based up written instructions by Client. Winery recommends that Client use an outside
laboratory to conduct bench trials prior to requesting fining additions.
I. For Protein and Tartrate wine stability, laboratory results must be obtained from an outside service and confirmed by
Client.
J. Client’s empty barrels will be stored and maintained at an additional cost per month per Exhibit F.
K. Empty barrels will be cleaned, drained, SO2 gassed and sealed with a paper cup for storage on Client’s racks. Winery will
SO2 gas empty barrels monthly. Winery will rinse and SO2 gas empty barrels every three months.
L. WINE ANALYSIS PRIOR TO BOTTLING: Aside from confirmation of above stated stability checks, the following analyses will
be performed:
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1.
2.
3.
4.
5.
6.
7.
alcohol
RS
ML
TA
pH
VA, and
Free SO2
Adjustments to the extent possible will be made according to Client’s desired levels on all wine prior to bottling. These
adjustments may be subject to additional charges.
M. Winery can provide pad filtration. See attached Exhibits for filtration cost.
IX. Bulk Wine Receiving
A. Winery requires that a sample of each lot of bulk wine scheduled to be delivered by the Client be analyzed prior to
shipment. This analysis must include tests to determine that the wine does not exceed any federal limits as defined in The
Alcohol and Tobacco Tax and Trade Bureau Regulations and does not contain any spoilage organisms that can be harmful to
wines in the Winery. Analysis will be at Client’s expense.
B. Client must arrange for transportation of the wine and to obtain gross and net weights at an outside certified scale.
X. Bottling and Shipment of Case Goods. THE WINEMAKING FEES OUTLINED IN THIS AGREEMENT DO NOT INCLUDE
BOTTLING OR FILTERING OF THE WINE. SEE ATTACHED EXHIBITS FOR PRICES FOR THESE SERVICES.
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Exhibit B
2017 Red Wine Processing Services
SERVICE
2017 Package
Small Lot Fees
Gross and Net Weights
Sorting
De-Stemming
Fermentation
Press
Racking/Barrel Storage
Wine Additives
DESCRIPTION
Maximum 22 months
none
Gross and net Weight of ½ ton bins
Diemme Sorting Table
PRICE
$32.00 per case
Less than 1 ton
Included
Not Included
ADDITIONAL PRICE
Diemme SortingTable
Not Included
$200 per ton your staff
De-Stem and crush red grapes and place
into fermenter
Dry icing of must
Included
SO2 addition to must
Included
Two-day cold soak at 55º F
Included
Pump-over/Punchdown 2 times daily or less
Included
Fermentation time not to exceed 14 total
days in tank
Native Post malolactic fermentation
Included
Co-inoculation for malolactic fermentation
Included
Dry ice blanketing
Included
Lot Splitting (At discretion of Winemaker)
Not Included
$650 per lot
Additional tank time
Included
Separation of press and free run wine
Not Included
$50 per ton/day
Not Included
$300 per lot created
Diemme Membrane press
Included
Rack wine in tank to clients barrels
Included
Rack wine to tank from barrel --> back to
barrel with air pump (2 times)
1 month Basic of barrel cleaning (o-zone,
steam upon arrival)
1 month empty barrel gassing
Included
DAP
Included
Superfood or equivalent nutrient
Included
6% SO2 Solution or equivalent
Included
Tartaric Acid
Included
Yeast (D-21, D-254, UV-43, RC-212, D-47)
Included
Go-Ferm or equivalent yeast starter
Included
Additional analysis
Not Included
11
none
$350 per ton with staff
Included
Included
Included
Included
See Schedule of Lab
Services
SERVICE
Lab Analysis
Topping
Blending
Staff Winemaker
Bottling
DESCRIPTION
YAN, TA, Brix on must prior to onset of
fermentation
PRICE
Included
Daily brix/temp
Included
measurements during peak fermentation
Included
Glucose/Fructose enzymatic analysis
towards end of primary Fermentation
Included
L-Malic acid enzymatic analysis towards
end of ML fermentation
Included
Post ML analysis – Alcohol, TA, PH, VA,
FSO2, Total SO2
Included
Monthly FSO2 analysis
Included
Additional analysis
Not Included
Monthly Barrel topping
Racking/blending to tank for bottling or
transfer
Aridus Winemaker Services
Full bottling services of client’s wine
Included
12
Included
Not Included
Not Included
ADDITIONAL PRICE
See Schedule of Lab
Services
$8/case
See Schedule of Bottling
Services
Exhibit C
2017 White Wine Processing Services
SERVICE
2017 Package
Small Lot Fees
Gross and Net Weights
Sorting
De-Stemming
Fermentation
Press
Barrels
Wine Additives
Lab Analysis
Topping
Blending
Staff Winemaker
Bottling
DESCRIPTION
Maximum 10 months
NONE
Gross & net Weight of ½ ton bins.
Diemme Sorting Table
Diemme SortingTable
De-Stem and crush white grapes and
pump into press.
Tank Fermentation at 60 Degrees until
dry transfer to barrel for aging
afterwards Barrel fermentation.
Inoculation for malo-lactic fermentation
(if desired).
Dry Ice Blanketing
Lot Splitting (At discretion of
Winemaker
Diemme Membrane Whole Cluster Press
PRICE
$26.00 per case
NONE
Included
Not Included
Not Included
ADDITIONAL PRICE
Not Included
Included
$300 per ton
S02 Addition to juice
Included
Rack wine from tank to client barrels
Included
1 month Basic barrel cleaning
(o-zone, steam upon arrival)
1 month empty barrel gassing
Included
DAP
Superfood or equivalent
6% SO2 Solution or equivalent
Included
Included
Included
Tartaric Acid
Yeast (D-21, D-254, UV-43, RC-212, D-47)
Included
Included
Go-Ferm or equivalent
TA, Brix on must prior to onset of
fermentation.
Glucose/Fructose enzymatic analysis
towards end of Primary Fermentation.
L-Malic acid enzymatic analysis towards
end of ML fermentation.
Included
Included
Post ML analysis – Alcohol, TA, PH, VA,
FSO2, L-Malic
Monthly FSO2 analysis
Included
Daily brix/temp measurements during
peak fermentation.
Additional analysis
Included
Monthly Barrel topping
Racking/blending to tank for bottling or
transfer
Aridus Winemaker Services
Full bottling services
Included
13
NONE
$350 per ton with staff
$200 per ton your staff
Included
Included
Not Included
$650 per lot
Included
Included
Included
Included
Included
Not Included
Included
Not Included
Not Included
See Schedule of Lab
Services
$8/case
See Bottling Services
Exhibit D
2017 Bottling Services
SERVICE
Compliance Charges
Bottling Charges
Other Charges
Additional Filtering
DESCRIPTION
DBA/Basic Permit
Label Approval
Use-Up Label Approvals
Outside Compliance Consulting on Behalf of Client
Less than 200 cases
200-500 cases
501-1,000 cases
1,001-2000 cases
2,001-4,999 cases
5,000 and above cases
Unlabeled - Shiners
Label Only
Additional Labor
Line Change Over: bottle, label, or wine
Extra Line Sterilization
Cancellation Charge
Large Format Bottles (1.5L, 3.0 L)
Hand Bottling
Extra Sticker on Case
Pallets
Downtime Charge (due to packaging or wine related)
Case Goods Storage (past 72 hrs)
Bottling Supplies Storage (past 72 hrs)
Forklift and Operator
Cellar Master Services
Winemaker Services
Site Fee (VA removal, sweet spotter, filtration not
provided on site)
Other Services as Requested
Cellar Master Services
Winemaker Services
Filter Usage Fee
PRICE
$150.00 per trade name
$75.00
$45/per hr
$200/per hr
As quoted
$4.50 per case
$4.50 per case
$3.50 per case
$2.50 per case
$2.00 per case
Case price less $.25
Case price less $.50
$30/per hr
$500/per hr
$300
$2,500/per day
(less than 14 days before
scheduled bottling date)
Site Fee $800
$25/per case
$.05/per case
$7.50 each
$600/per hr
$.50/per case/month
$.50/per case/month
$50.00/per hr
$50.00/per hr
$100.00/per hr
Per day as quoted
Per day as quoted
$50.00/per hr
$100.00/per hr
$200/per Day
Plus Cost of filter pads
Prices are subject to change without prior notice. Please contact our office for current pricing. Price list supersedes contract.
Any products or services not listed above please contact our office for pricing. Late fees will be charged to all invoice
balances at a rate of 2% per month from the date of the invoice.
Bottling Case Fee Includes:
Bottling, corking, capsuling, screw-cap and labeling of 750ml / 12 pack cases. Receiving of bottling supplies. Shipping out of
case goods. Basic labor on the line. 1 case sticker per box. Sterile filtering at the line. Bottling line sanitation includes 1 clean
in place. Any deviation from this work scope will need prior approval.
Lab Work:
Included on each lot of wine being bottled- Free SO2, Density, Ethanol Vol%, Fructose, Glu/Fruc, Lactic Acid, Malic, pH, Total
Acid, and VA. Any other lab work requested will be charged at list rate.
Other Items
All pallets, cases and bottling supplies must be removed from premises within 72 hours of bottling. All excess bottling
supplies will be shipped with finished goods to CLIENT’S warehouse unless specified differently.
Wines must be bottle ready prior to setup. In-line pre-filtering not allowed.
14
No bottling shall take place without all necessary governmental approvals.
Labels are to be pressure sensitive (PS), front and back. Pre-approval of labels is required.
Bottling Supplies: CLIENT is to obtain and have available prior to scheduled bottling date all necessary bottling and labeling
supplies including, but not limited to, empty glass with outer-shippers, corks, capsules, labels, pallets, etc. Downtime due to
lack of supplies will be billed. A sample of all bottling supplies must be submitted and approved by Aridus 2 weeks before
bottling.
Winery Staff: Aridus will supply the staff necessary to adequately run the bottling operations, including a forklift operator
and crew of 4 people. CLIENT is responsible for designating one person for decisions regarding various bottling operations
such as label positioning, cork depth, wine fill height, bottle vacuum, etc. and to provide bottling operations with supplies
and removing bottling supplies and completed pallets.
Governmental Compliance: No bottling shall take place at the Aridus premises unless all necessary governmental approvals
have been obtained, including amending Aridus’ Basic Permit to include CLIENT’S trade name(s) and receiving TTB approval
of all CLIENT’S labels. Contact Aridus for specific compliance requirements in advance of scheduling bottling time. All
compliance documents must be completed 90 days prior to bottling.
Library Wines: Aridus will retain two representative bottles per wine lot, but not less than two bottles per day, for quality
control purposes. Aridus reserves the right to retain up to one sample per bottling hour at its sole discretion.
LIABILITY: THE PARTIES AGREE THAT ARIDUS CANNOT AND WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR, AND IS HEREBY
RELEASED BY CLIENT FROM, ANY ACTUAL OR ASSERTED LOSS, DESTRUCTION, DAMAGE, DIMINUTION IN VALUE OR QUALITY,
OR OTHER CLAIMED HARM OF ANY KIND CAUSED TO CLIENT’S WINE, REGARDLESS OF WHETHER ANY SUCH LOSS, HARM OR
FAILURE TO MEET CLIENT’S EXPECTATIONS IS CAUSED OR ASSERTED TO HAVE BEEN CAUSED BY ANY ACT, OMISSION, ACTIVE
OR PASSIVE NEGLIGENCE, BREACH OF CONTRACT, EXPRESS OR IMPLIED WARRANTY, OR OTHER LEGALLY ACTIONABLE
CONDUCT BY ARIDUS, ITS AGENTS OR EMPLOYEES.
Payment Terms: Due in full at the conclusion of bottling. Bottling charges must be paid in full prior to the removal of
finished cases.
CLIENT agrees to pay all service fees and charges due under this agreement and CLIENT’S wine shall not be released to
CLIENT, until Aridus receives payment in full of all charges set forth herein.
VINTAGE
VARIETAL
PRODUCTS TO BE BOTTLED
LABEL NAME
GALLONS
APPROX. CASES
________________________________________________________________________________ ______________________
By: Aridus Wine Company, LLC, an Arizona limited liability company
Date:
Scott Dahmer, Trustee of Agave Trust, Member
“Winery”
________________________________________________________________________________ ______________________
“Client”
Date:
15
Exhibit E
2017 Laboratory Analysis Services
LABORATORY ANALYSIS
Alcohol
Brix-Refactometer
Free So2
Total So2
Density
Alcohol
Glucose/Fructose
Glucose
Fructose
Ph
Ta On Fermenting Wine
Ta On Juice/Finished Wine
Malic Acid
Lactic Acid
Va
Oenofoss Panel
Outside Lab Analysis
1 Sample
$20
$10
$15
$30
$20
$20
$40
$20
$20
$20
$20
$20
$20
$20
$20
$200
Cost Of Shipping
Samples
Cost + 20%
16
Use Client’s Account
Use Aridus’ Account
Exhibit F
2017 Additional Services
SERVICE
Barrels
DESCRIPTION
Barrel steaming/sterilization
ADDITIONAL PRICE
$20 per barrel
Barrel Storage Charges for wine not made at winery
Full Barrels
$15 per barrel (per month)
(includes topping not racking)
In & Out Charges: $5 per barrel
($50 min)
$6.00 per barrel (per month)
In & Out Charges: $5 per barrel
($50 min)
$12.00 per month
Empty Barrel Storage
Additional barrel Aging for wine made at our winery
Removal & replace Heads
Bin Storage
Bottling
Cooler Trailer
Case Goods Storage
Cellar Staff Services
De-Stemming
Fermentation
Forklift Operations
Gross & Net Weight
Laboratory Services
Press
Pump-Overs
Punchdowns
Racking
Sorting
Stirring
Topping
Wine Additives
Winemaker’s Services
Correcting Incomplete
or Problem Alcoholic
Fermentations
Additional Work Not
Specified
VinTrace Software
Access
Full Bottling Services
Rental Fee
Tax-Paid or under Aridus’ bond
(at discretion of Aridus)
Staff Cellar services
De-stem and crush white grapes and pump into
press
Tank time
$100 per barrel service charge
Work performed by others
additional.
$5.00 each per month
See Bottling Agreement
$200 per day
$.50 per case per month
$50 in/out Charge
$50/hr each
$300 per ton
$30 per ton /day
Extended Maceration
$30 per ton/day
Inoculation
$5.00 per barrel
White Barrel Fermentation
$75.00 per barrel
Red Barrel Fermentation
$250 per ton
Tank Warming/Chilling
Toyota Forklifts
Propane & Electric including Operator
Certified Scale
Lab Testing and Services
Separation of Press and Free Run Wine
Additional pump-overs and punch-downs
$50 per tank/day
$50 per hour
Bulldog Transfer
$10 per barrel ($200 Min)
Pump Transfer
$5 per barrel ($200 Min)
Diemme Sorting Table
Diemme Sorting Table
Barrel Stirring
Additional Topping
Addition of Wine Additives
no charge for wine additives provided by the Client
Staff Winemaker
$350 per ton with staff
$200 per ton your staff
$2.00 per barrel ($20 Min)
$2.00 per barrel ($100 Min)
Billed at Winery’s cost plus 20%
Correcting incomplete or problem alcoholic
fermentations
Billed at Winery’s cost plus 20%
Additional work not specified
Completed based on a mutually
agreed upon fee
$50/month
Client access to wine data
17
$5.00 per ton
See Schedule of Lab Services
$300 per lot created
$50 each
$100/hour