Terms & Conditions

Our General Terms & Conditions of Service are straightforward and transparent. The information below is provided as an indication, but due to the unique nature of each service we provide, you should refer to the individual Service Contract relevant to each service. Please contact us for details.

IMPORTANT NOTICE

If you instruct us to proceed, or otherwise indicate your acceptance of these terms, you will be bound by our terms whether or not you have returned the signed contract.

Date

The prices, terms and conditions, included in this agreement are valid for 30 days from the Contract Date noted on the Contract Schedule. This offer may be revoked by Vintech Pacific Ltd if not accepted and signed by The Client within that 30 day period.
The date of the commencement of the processing will be determined by the mutual consent of the parties consistent with Vintech Pacific Ltd’s processing schedule. If The Client requires processing to commence by a specific date and that date is acceptable to Vintech Pacific Ltd, work will commence not later than the Required Date as noted in that Contract Schedule. In the event that Vintech Pacific Ltd is unable to schedule the commencement of processing prior to that date, Vintech Pacific Ltd and The Client agree and acknowledge that Vintech Pacific Ltd shall promptly return any deposit Vintech Pacific Ltd has received and that the return of any such deposit shall be the sole remedy of The Client arising out of Vintech Pacific Ltd’s inability to schedule within the specified period.

Payment Terms

The Client shall pay Vintech Pacific Ltd the required balance in full on the 20th of the month following. We reserve the right to charge interest on all unpaid invoices after this date.

Reliance On Starting Data/Contract Variations

Vintech Pacific Ltd relies on the wine Claimed Start Condition as provided by The Client, which appears in the attached Contract Schedule. If, at the commencement of processing, the wine, Claimed Start Conditions or the volume to be processed is materially different to that represented, Vintech Pacific Ltd reserves the right in its sole discretion to not perform its services on the wine unless The Client agrees in writing to a revised processing fee. In the event that changes to the contract or problems with The Client’s ability to provide utilities specified in the paragraph 4, leads to an extension of the scheduled duration, Vintech Pacific Ltd reserves the right to terminate the job, charge for the work done and reschedule the remaining work. If a change to the contract leads to a significant shortening of the job duration, Vintech Pacific Ltd reserves the right to charge for any extra expenses incurred.
In the event that no agreement can be reached, and the service is not performed, The Client will pay Vintech Pacific Ltd for any transport and other expenses incurred.

Utilities

The Client shall prepare the wine for processing and provide at its sole expense all utilities and equipment necessary for the operation of Vintech Pacific Ltd’s equipment. This includes all items as detailed in attached Utilities And Specifications.

Analysis

The Client is responsible for conducting any analysis during and on completion of the processing. If this is not possible, then a representative nominated by The Client shall assess the finished product at the time of anticipated completion. Once approved, for contract purposes the processing will be considered as being complete, whether or not subsequent analysis confirms Vintech Pacific Ltd’s calculated results.
In the event that The Client and / or Vintech Pacific Ltd determine that independent analyses of the wine processed under this Agreement is required, the parties agree to use an independent laboratory and agree to be bound for all purposes arising out of this Agreement by the analysis or analyses obtained. The parties agree that each will pay one-half (½) the costs associated with such analyses.

Shrinkage or Losses of Processes Juice or Wine

Processing of juice or wine necessarily results in shrinkage and processing losses. These are to be expected and shall be at the expense of The Client.

Risk of Loss

Vintech Pacific Ltd will not insure The Client’s wine for any loss, damage or destruction from any cause whatsoever and shall not be responsible for any loss, damage or destruction to such wine from any cause whatsoever except for loss, damage or destruction that is caused solely by the negligence of Vintech Pacific Ltd and its employees. The Client agrees and acknowledges that Vintech Pacific Ltd’s equipment may be in operation 24 hours per day but may not be continuously attended by Vintech Pacific Ltd personnel. Vintech Pacific Ltd specifically advises The Client that risk of loss, damage or destruction pursuant to this paragraph shall remain with The Client whether or not occurring when Vintech Pacific Ltd’s equipment is attended by Vintech Pacific Ltd personnel. The parties agree that the fact that Vintech Pacific Ltd’s equipment is not continuously attended shall not, in itself, be considered a cause of loss, damage or destruction.
The Client agrees that it has obtained or shall obtain, at its own expense, any insurance it deems desirable on the wine to be processed under this Agreement.
The Client understands, agrees and acknowledges that loss, damage or destruction of wine that is a result of equipment failure provided by The Client shall be solely at The Client’s risk and expense and that Vintech Pacific Ltd does not have any duty to approve maintain or inspect such equipment.
Notwithstanding the above provisions of this paragraph 7, Vintech Pacific Ltd’s liability for loss, damage or destruction of wine shall be limited to the fair market value of the wine as said wine is described in Contract Schedule, prior to processing by Vintech Pacific Ltd and shall specifically not include lost profits, loss of market share, lost opportunity or the like.

Liability/Indemnification

Except as provided for elsewhere in this Agreement, The Client agrees to indemnify and hold Vintech Pacific Ltd harmless from and against all claims, damages, losses, liability, or expense, including legal fees, arising during or from Vintech Pacific Ltd’s processing of The Client’s wine.

Effects of Changes as a Result of Treatment

The Client acknowledges that it is its sole responsibility prior to the commencement of processing to make such inquiries as it believes necessary to assess any changes in the wine quality, characteristic attributes or traits, taste, marketability and the like of the wine processed pursuant to this agreement.
The Client acknowledges that by authorising Vintech Pacific Ltd to commence processing that it is satisfied with these inquiries. Vintech Pacific Ltd agrees that The Client has the right to terminate the processing at any point.

Early Termination

The Client agrees that should it desire to terminate the process it will notify the Vintech Pacific Ltd operator immediately and confirm this instruction in writing. This written notice may be hand delivered to an authorised employee of Vintech Pacific Ltd, e-mailed to into@vintechpacific.co.nz or mailed to Vintech Pacific Ltd at the following address: PO Box 2160, Gisborne, New Zealand. Vintech Pacific Ltd will terminate processing upon receipt of written notice to do so. In the event processing is terminated pursuant to this provision, The Client shall be deemed to have determined that the amount of processing is acceptable to The Client for purposes of Service Description above and payment shall be due in the amount and pursuant to the other terms and conditions of this Agreement.

Damage to Equipment

In the event The Client, its agents or employees, causes damage to Vintech Pacific Ltd’s equipment, The Client shall be responsible for all such damage to said equipment and the cost of repair of said damage will be paid by The Client.

Samples/Confidentiality

If requested by Vintech Pacific Ltd, The Client agrees to provide up to a total of two nine (9) litre cases of each wine to be processed. One such case is to be of wine before processing by Vintech Pacific Ltd and one after processing. Vintech Pacific Ltd recommends that The Client retain comparable samples for its own use.) The Client agrees and understands that such samples, identified only by vintage, appellation and wine type, may be used in Vintech Pacific Ltd’s marketing efforts. Vintech Pacific Ltd agrees that it will not use The Client’s name in its marketing efforts unless it has obtained The Client’s prior written consent to do so. Vintech Pacific Ltd acknowledges that The Client desires to make its own decisions unless otherwise required by law with respect to whether or not to inform any person or entity who is not a party to this Agreement that The Client has used the services of Vintech Pacific Ltd for the treatment of a specific wine which Vintech Pacific Ltd has processed for The Client. The Client acknowledges that confidential information of Vintech Pacific Ltd’s concerning its trade secrets, inventions, proprietary information, process and the application of its process (“Confidential Information”) may be accessible to, or may become known to The Client, its agents, and employees during the course of processing the wine pursuant to this Agreement. Each party agrees that it shall keep confidential the information obtained from the other as acknowledged respectively above. The Client further agrees that it will not use Vintech Pacific Ltd’s Confidential Information itself or otherwise use it for profit and that it will take no less than a reasonable degree of care to prevent disclosure of Vintech Pacific Ltd’s Confidential Information to third parties.

Not a Licence (Volatile Acidity, Alcohol and Taint Reduction Only)

The Client acknowledges that Vintech Pacific Ltd holds trade secrets and patents with respect to its methodology. The Client acknowledges that this Service Agreement does not include any on-going licence or any other right to use reverse osmosis equipment for the adjustment of volatile acidity, alcohol or taint. This provision shall survive the completion of the services described by this Agreement.

Disclaimer of Advice

Any technical or other advice furnished by Vintech Pacific Ltd to The Client without separate charge before or after completion of Services is furnished on the basis that it represents Vintech Pacific Ltd’s best judgment under the circumstances. Such advice is used at the sole risk of The Client. Vintech Pacific Ltd does not assume any responsibility for any technical or other advice furnished by Vintech Pacific Ltd to The Client.

Administration Fee

Should any payment not be made on or before the date it is due, an administration fee at the rate of two-and-a-half (2½) per cent per month shall be added to the amount due. Any legal expenses and / or fees incurred by Vintech Pacific Ltd in the recovery of any monies owing in respect of the Contract will be paid by The Client. This provision for administration fee does not constitute a waiver of the breach of the Agreement which occurs whenever payment is not made on the date it is due and does not limit Vintech Pacific Ltd’s rights and remedies should such a breach occur.

Entire Agreement

This Agreement together with the attached Contract Schedule embodies the entire agreement between the parties. Both parties acknowledge that no representations have been made which are not contained herein. This Agreement may not be changed, altered, amended, discharged, abandoned or terminated orally or otherwise than by an agreement in writing signed by both parties.

Assignment

Neither party to this Agreement shall have the right to assign its interest in and to this Agreement, or any part thereof, to any other individual, firm or corporation, without the written consent of the other party (which consent shall not be unreasonably withheld).

Waiver of Breach

A waiver of breach of any one of the terms or conditions herein contained shall not be construed as a waiver of any subsequent breach. Any consent to delay in performance of any obligation shall be applicable to the particular transaction to which it relates and it shall not be applicable to any other obligation or transaction. Delay in the enforcement or any remedy in the event of a breach of any term or condition hereof or in the exercise by either party of any right hereunder, shall not be construed as a waiver.

General

This agreement shall be construed in accordance with the laws of New Zealand. In the event that any provision of this Agreement is found to be contrary to law or otherwise unenforceable, it shall be deemed severed from the Agreement and the remaining provisions shall be fully and completely effective.

Host Winery Charges

Where the wine processing is not carried out at The Client’s Winery, there may be fees or charges levied by the Owner/Operator of the processing site. These charges are the responsibility of The Client and will be charged to their account.

Transport and Other Expenses

Any expenses incurred in transporting equipment, supplies or personnel to the processing site nominated by The Client and any accommodation charges for personnel while at the site are generally included in the scheduled fees. Where special circumstances require extra charges to The Client, this will only be with The Client’s prior written agreement.

Stand-Down Fee

Should the wine or utilities not be in compliance with the Contract Schedule, Terms Conditions, or Specifications of the Service Agreement at any time during the performance of the service, or should there be a delay caused by The Client, then a fee of $300 per hour, plus GST, shall be charged to The Client.

Cancellation Fee

Should The Client wish to cancel this contract before the start of processing they will be responsible for any Transport and Other Expenses or Host Winery Charges incurred in preparation for the processing.