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Effective Date: 8/1/2010 Producers of fine Wines, Champagnes & Sparkling Juices BW-MI-23 DSP-MI-21 Terms and Conditions DEFINITION OF PARTIES This document outlines the terms and conditions for the sale of bulk wines and spirits by St. Julian Wine Company, Incorporated, 716 South Kalamazoo Street, Paw Paw, Michigan, USA 49079-0127 (hereinafter referred to as “St. Julian”) solely to other holders of basic permits issued under the Federal Alcohol Administration Act (hereinafter referred to as “customer”). ACCEPTANCE OF TERMS AND CONDITIONS Customer hereby accepts the following terms and conditions governing the purchase of bulk wine and/or spirits from St. Julian and acknowledges awareness that said terms and conditions shall be applicable to all sales of products by St. Julian to customer whether or not this form is delivered in regard to every particular sale. ORDERING/SHIPPING INFORMATION Prices quoted will be good for thirty (30) days from the date of the quote, subject to product availability. If a deposit is received by St. Julian within 30 days from the date the price was quoted, the order will be deemed valid. If a deposit is not received within 30 days from the date the price was quoted, the price quote will be voided. “Shipping date” shall mean the time, in regard to any product, when the order is first processed by the winery; notwithstanding the fact that the delivery date requested in purchaser’s order may be a different date. DEPOSIT A fifty percent (50%) deposit will be required at time of order. No bulk orders shall be accepted by St. Julian until a deposit in the amount of fifty percent (50%) of the total purchase price is received by St. Julian. ORDER SIZE All wine volumes will be sold in Intermediate Bulk Containers (IBC). There are three sizes available: 110 gallons, 220 gallons and 330 gallons. All orders should be made in 110gal increments; i.e. in one – or some combination/multiple – of above sizes. If you choose to pick up a bulk order, the minimum order is 100 gallons. IBC COST There is no mark-up included in the prices listed for the IBC’s. Your invoice amount for IBC’s will be exactly the same as ours. St. Julian will absorb the cost of maintaining an inventory of these containers. 110 gallon and 220 gallon IBC’s are shipped on standard 40” x 48” four way grocer’s pallet. 330 gallon IBC’s are shipped on 46” x 46” four pallets. Prices are subject to change. TERMS All customers are now cash in advance, unless otherwise determined. Acceptable forms of payments are company check, credit card, bank draft or cash. Payments made by credit card are subject to a 3% card processing fee. All orders must be shipped or picked-up within sixty (60) days of deposit receipt date; otherwise a storage fee of 5 cents per gallon per month will be charged. If not shipped within thirty (30) days of specified ship date, customer forfeits the fifty percent (50%) deposit as a restocking fee. All prices quoted in price lists are subject to change. CONDITIONS OF SALE An order acknowledgement is subject to the terms and conditions included on this terms and conditions sheet which is hereby incorporated herein by reference, acceptance of which is evidenced by your signature at time of each order. All orders are shipped “In Bond” from St. Julian, FOB Paw Paw, MI to customers’ Bonded premises. Customer acknowledges and assumes responsibility for all tax liability. GAUGING All St. Julian bulk wine and spirits orders are quantified by weight. We have certified scales “in house” that range in capacity from the smallest IBC up to tank trucks. We use an Anton Paar Densitometer and a Bellingham & Stanley bench top refractometer, both calibrated and certified, to determine product weight (pounds per gallon). We do not use, nor will accept, tank gauges for shipments disputes. Customers are encouraged to verify quantity of orders by weight on a certified scale at time of receipt, prior to unloading of container(s). FREIGHT Customer is responsible for securing and paying for transportation of order. St. Julian will, upon request, assist customer in securing competitive freight rate quotations and/or scheduling shipment of order. 716 S. KALAMAZOO STREET • PO BOX 127 • PAW PAW, MI • 49079 PHONE: 269-657-5568 • FAX: 269-657-5743