Terms and conditions OF SERVICE

These Terms and Conditions of Service (“Terms and Conditions”) govern all services provided by Vintners Logistics LLC (“Vintners”) for the shipper, consignor, consignee, or customer (“Customer”) tendering or delivering goods to Vintners (“Goods”) for transportation or storage (“Services”). Vintners is authorized by the Federal Motor Carrier Safety Administration (the “FMCSA”) to provide transportation of general commodities as a carrier and to arrange for the transportation of certain general commodities by motor carriers as a broker through MC670862. Vintners and Customer enter into these Terms and Conditions in accordance with 49 U.S.C. Section 14101(b)(1) and expressly waive any and all rights and remedies that each may have under 49 U.S.C. §§ 13101 through 14914 to the extent such rights and remedies are contrary to specific provisions of these Terms and Conditions.

TRANSPORTATION SERVICES

1.                  Description of Services; Non-Exclusivity.  Customer hereby tenders to Vintners on a non-exclusive basis, and Vintners accepts from Customer, the goods listed on the reverse side hereof (the “Cargo”) for transport between points within the United States.  When acting as a carrier, Vintners will, using due care, pick-up, transport, and deliver the Cargo in accordance with the terms hereof, and, when acting as a broker, will arrange for a motor carrier it selects and engages (a “Contracted Carrier”) to, using due care, pick-up, transport, and deliver the Cargo in accordance with the terms hereof, when acting as a broker (the “Transportation Services”).  Every shipment tendered to Vintners by Customer will be subject to these Terms and Conditions.  Vintners is free to transport, or arrange for the transportation of, cargo from shippers other than Customer.  Customer is free to engage freight transportation carriers other than Vintners.

2.                  Vintners’ Operating Responsibilities.  Vintners or its Contracted Carriers will be responsible for the procurement and operation of the vehicles used and the employment, training, supervision, and control of the drivers and any helpers used to provide Transportation Services.  Vintners or its Contracted Carriers will be responsible for safe and lawful operation of the vehicles used in the performance of the Transportation Services and will assume all costs, expenses, and liabilities incident to or arising out of furnishing, maintaining, repairing, or operating motor vehicles and other equipment, labor, fuel, supplies, and insurance.  Vintners will notify Customer promptly by telephone of any accident, theft, or other occurrence that impairs the safety of, or delays the delivery of, the Cargo.  Vintners will perform the Services as an independent contractor and neither its employees nor agents will be deemed to be employees or agents of Customer.  No authority has been conferred upon Vintners by Customer to hire any persons on behalf of Customer, and Vintners will assume full responsibility for selecting, engaging, and discharging its employees, agents, servants, or helpers and for otherwise directing and controlling their services.  Vintners will assume full responsibility for complying with all applicable laws and regulations for the benefit of its employees and under no circumstances will Customer be liable for the debts or obligations of Vintners for the wages, salaries, or benefits of Vintners’ employees.

3.                  Rates.   Vintners agrees to provide Transportation Services for Customer at the rates and charges as agreed in writing, including Vintners’ standard rate schedule and accessorial charges and surcharges as set forth athttps://www.vintnerslogisticsllc.com/home/Termsandconditions unless otherwise agreed by the parties in writing.  Vintners agrees that no Contracted Carrier’s tariff rates, accessorial charges, rules, or regulations apply to any shipment tendered under this Agreement unless specifically incorporated herein.  No change in rates, charges, or rules will be effective unless mutually agreed to and confirmed in writing, signed by authorized representatives of both parties.  Any action at law by Vintners or its Contracted Carrier to recover charges alleged to be due hereunder, and any action at law by Customer to recover overcharges alleged to be due hereunder, shall be commenced not more than 18 months after the original bill date with respect to which such charges are claimed.  To the extent permitted by applicable law, the expiration of the said 18 month period shall be a complete and absolute defense to any such action or proceeding, without regard to any mitigating or extenuating circumstance or excuse whatsoever.

4.                  Receipts.  Each shipment will be evidenced by a written form initiated by the consignor at the point of origin of the shipment and will be legibly signed by Vintners, as carrier, or Contracted Carrier, as applicable, showing the kind and quantity of the commodity received at the loading point(s) specified.

5.                  Undelivered or Refused Shipments.  Vintners, as carrier, or its Contracted Carrier will provide Customer prompt notice of the inability to deliver to the named consignee by telephone and confirm by facsimile transmission (or other form of electronic communication) of the inability to deliver a shipment to the named consignee.  Customer will give disposition instructions to Vintners within one (1) hour of its receipt of such notice regarding the inability to deliver.

6.                  Provisions for Payment.  Vintners will present to Customer itemized bills for Transportation Services performed under this Agreement in accordance with the rates and charges as set forth in Section 3 above.  Customer shall pay Vintners the agreed upon rates and charges upon receipt of  Vintners invoice.  Invoices not paid when due will be subject to interest at a rate of one and one-half  percent (1 ½%) per month based on  the unpaid amount.  Claims against Vintners or Contracted Carrier of any kind may not be deducted from or set off against freight charges or from any other amount due and owing Vintners.

7.                  Cargo Loss and Damage.  Vintners is liable to Customer for the actual loss of or damage to the Cargo, according to the provisions of 49 U.S.C. Section 14706, subject to a maximum liability of $250,000.00 per shipment unless a higher degree of liability is specifically assumed in writing by an authorized representative of Vintners in exchange for Customer’s payment of a higher rate.  Vintners is not bound to transport Cargo by a particular schedule or vehicle, in time for any particular market, or in any particular manner.  Customer shall salvage any damaged Cargo and deduct from such claim to Vintners the reasonable salvage value, if any, of the damaged Cargo.  Claims for loss or damage to Cargo must be filed within nine (9) months of the date of delivery of shipment, or, in the case of non-delivery, within nine (9) months of a reasonable time for delivery.  Legal action for loss or damage to Cargo must be filed within two (2) years and one (1) day of the date upon which Vintners declines the claim or any portion thereof.

8.                  Insurance.  Vintners will maintain, and will require its Contracted Carriers to maintain, at all times during the term of this Agreement, at its sole cost and expense, with reputable and financially responsible insurance carriers, the following insurance in not less than the amount specified: (a) General Liability Insurance, including contractual liability and protective liability coverage (consistent with the indemnity obligation herein) in a combined single limit of not less than $1,000,000.00 per occurrence; (b) Auto Liability Insurance insuring against liability for injury to persons, including injuries resulting in death, environmental restoration, and loss or destruction of or physical damage to property, in a combined single limit of not less than $1,000,000.00 per occurrence; (c) Cargo Insurance, including for refrigeration breakdown, in an amount not less than $250,000.00 per shipment (such insurance policy shall provide coverage to Vintners, or its Contracted Carriers, as applicable, for any loss, damage, or delay related to Cargo transported); and (d) Workers’ compensation insurance in accordance with statutory requirements for all applicable jurisdictions.

9.                  Shipper Load & Count.  Customer agrees that all loads tendered to Vintners will deemed to be loaded and counted without Vintners’ or Contracted Carrier’s driver present and that, therefore, neither Vintners nor its Contracted Carrier can be held liable for any shortage at destination as long as the trailer seal is intact at destination.  Customer’s failure to include “SL&C” or words to similar effect on the bill of lading shall not change the presumption that any shortage found upon delivery did not occur in transit.

10.                Hazardous Materials.  Customer shall not tender to Vintners for transportation any hazardous materials, as that term is used in the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq. as amended (“Hazardous Materials”).

WAREHOUSE SERVICES

11.                Acceptance of Warehouse Terms and Conditions.  The act of tendering Goods described herein for storage, handling or other special services by Vintners shall constitute acceptance by Customer of the Warehouse Services portion of the Terms and Conditions found at  https://www.vintnerslogisticsllc.com/home/warehousing-and-stroage-infrastructure/  (the “Warehouse Terms and Conditions”), which are incorporated herein by reference. 

GENERAL PROVISIONS

12.                Acceptance of Terms and Conditions.  The act of tendering Cargo for Transportation Services or Goods for Warehouse Services shall constitute Customer’s unqualified acceptance of these Terms and Conditions.

13.                Accurate Information.  Customer will provide Vintners with information concerning the Goods which is accurate, complete and sufficient to allow Vintners to comply with all laws and regulations concerning the storage, handling and transporting of the Goods.  Customer will indemnify and hold Vintners harmless from all loss, cost, penalty and expense (including reasonable attorney fees) which Vintners pays or incurs as a result of Customer failing to fully discharge this obligation.

14.                Indemnification.  Except as otherwise specifically provided in Section 7 with regard to claims for loss or damage to Cargo or the Warehouse Terms and Conditions with regard to warehouse damage, Vintners and Customer will indemnify each other (including their respective employees and agents) and hold each other harmless and defend each other from and against all third party claims, liabilities, losses, damages, fines, penalties, payments, costs and expenses (including reasonable legal fees) to the extent caused by or resulting from the negligence or intentional acts of the indemnifying party, including its employees or agents, in connection with the performance of this Agreement or the Services.

15.                Consequential and Special Damages.  In no event shall either party be liable for any special, incidental, punitive, exemplary, indirect, or consequential damages (including, but not limited to, loss of business revenue, lost profits, loss of goodwill, or similar damages) whether or not Vintners was advised of the possibility of such damages.

16.                Confidentiality.  Each party may have or come into possession of information which constitutes trade secrets, confidential information, marketing plans, pricing or anything else otherwise considered proprietary or secret by the other ("Confidential Information").  In consideration of the receipt of such Confidential Information, each party agrees to protect and maintain it in the utmost confidence, to use solely in connection with their relationship hereunder, and to take all measures necessary to protect the Confidential Information.  Except as may be required by law, these terms and conditions and information pertaining to the Goods shall not be disclosed by either party to any other persons or entities, except to the directors, officers, employees, attorneys, and accountants of each party.  This mutual obligation of confidentiality will remain in effect for a period of two (2) years following the provision of Services by Vintners.

17.                Force Majeure.  Neither party hereto shall be liable to the other for default in the performance of any of the terms and provisions of this Agreement if such default is caused by fire, strikes, picketing, or other labor disputes, riot, war, Act of God, acts of terrorism, governmental order or regulation, or other similar contingency beyond the reasonable control of the respective parties; provided, however, that nothing in this paragraph shall relieve Customer from its obligation to make payment to Vintners for services rendered prior to such force majeure event.

18.                Notices. Unless otherwise provided, notices required under these Terms and Conditions must be in writing and delivered by (i) registered or certified U.S. mail, return receipt requested; (ii) hand delivered; (iii) facsimile with receipt of “Transmission OK” acknowledgement; or (iv) delivery by a reputable overnight carrier service (in the case of delivery by facsimile, the notice will be followed by a copy of the notice delivered as provided in (i), (ii), or (iv)).  The notice will be deemed to be given on the day the notice is received.  In the case of notice by facsimile, the notice is deemed arrived at the local time of the receiving machine, and if not received, then the date the follow-up copy is received.  Notices must be delivered to Vintners at the Facility or to Customer at its last known address. A delivery under this Agreement will be considered to be effective when made even though a party refuses to receive the communication.  A party may change the party’s facsimile number or address for communications under this Agreement by giving the other party notice of the change in the manner specified above.  If a party changes the party’s address or facsimile number and does not notify the other party in the manner specified above, a notice or other communication will be effective three days after it is sent by U.S. regular mail, postage prepaid, to the party’s address or such other address as to which the other party has been notified in the manner specified above.

19.                Severability and Waiver.  If any provision of these Terms and Conditions, or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of these Terms and Conditions shall not be affected thereby but shall remain in full force and effect.  Vintners’ failure to require strict compliance with any provision of these Terms and Conditions shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of these Terms and Conditions.  The provisions of these Terms and Conditions shall be binding upon the heirs, executors, successors and assigns of both Customer and Vintners; contain the sole agreement governing Goods tendered to Vintners; and, cannot be modified except by a writing signed by Vintners and Customer.

20.                Governing Law and Jurisdiction.  These Terms and Conditions and the legal relationship between the parties hereto shall be governed by and construed in accordance with the substantive laws of the state of Washington, including Article 7 of the Uniform Commercial Code as ratified in that state, to the extent not inconsistent with applicable federal laws, notwithstanding its conflict of laws rules.  Any lawsuit or other action involving any dispute, claim or controversy relating in any way to these Terms and Conditions shall be brought only in the appropriate state court in Benton County, Washington.

21.                Costs and Expenses.  If Vintners prevails in any action at law or equity against Customer for the recovery of damages due to breach of the terms of this Agreement, it will be entitled to recover from Customer all of the costs and expenses incurred by Vintners in connection with such recovery including, without limitation, reasonable attorneys’ fees and interest from the date of loss.

Carrier is motor carrier authorized by the Federal Motor Carrier Safety Administration (the “FMCSA”) through MC 670862 to provide transportation of general commodities. Shipper, to satisfy some of its transportation needs, desires to use Carrier to transport some of its commodities.

The parties enter into this Agreement in accordance with 49 U.S.C. § 14101(b)(1) and expressly waive any and all rights and remedies that each may have under 49 U.S.C. § 13101 through § 14914 only to the extent that such rights and remedies are contrary to the specific provisions of this Agreement.

1. Description of Services. During the term of the Agreement, Shipper agrees to tender to Carrier on a non-exclusive basis, and Carrier agrees to accept from Shipper (subject to availability of equipment), shipments consisting of the type of goods listed on Schedule A attached hereto (the “Cargo”) for transport between points within the United States. Carrier will, using due care, pick-up, transport, and deliver Cargo that is tendered by Shipper to Carrier and accepted by Carrier, in accordance with the terms set forth in this Agreement (the “Services”). Every shipment tendered to Carrier by Shipper on or after the date of this Agreement will be subject to the terms of this Agreement.

2. Carrier’s Operating Authority. Carrier represents and warrants that it is duly and legally qualified to provide, as a motor carrier, the Services specified herein and agrees to comply with all applicable federal, state, and local statutes, ordinances, rules, and regulations regarding the Services. Carrier is obligated to notify Shipper in writing immediately if its carrier operating authority is revoked, suspended, or rendered inactive for any reason and shall cease providing the Services until its carrier operating authority is restored. Carrier further represents and warrants that it does not have a “conditional” or “unsatisfactory” safety rating issued by the FMCSA or a substantially equivalent rating under any regulations implemented under the Compliance, Safety, Accountability (“CSA”) program. Carrier is obligated to notify Shipper in writing immediately if its safety rating is changed to “conditional” or “unsatisfactory” or a substantially equivalent rating under the CSA program.

3. Carrier’s Operating Responsibilities. Carrier will be responsible for the procurement and operation of the vehicles it uses and the employment, training, supervision, and control of the drivers and any helpers used to provide Services. Carrier will be responsible for safe and lawful operation of the vehicles used in the performance of the Services and will assume all costs, expenses, and liabilities incident to or arising out of furnishing, maintaining, repairing, or operating motor vehicles and other equipment, labor, fuel, supplies, and insurance. Carrier will notify Shipper promptly by telephone of any accident, theft, or other occurrence that impairs the safety of, or delays the delivery of, the Cargo. Carrier will perform the Services as an independent contractor and neither its employees nor agents will be deemed to be employees or agents of Shipper. No authority has been conferred upon Carrier by Shipper to hire any persons on behalf of Shipper, and Carrier will assume full responsibility for selecting, engaging, and discharging its employees, agents, servants, or helpers and for otherwise directing and controlling their services. Carrier will assume full responsibility for complying with all applicable laws and regulations for the benefit of its employees and under no circumstances will Shipper be liable for the debts or obligations of Carrier for the wages, salaries, or benefits of Carrier’s employees.

4. Rates. Carrier agrees to transport shipments tendered by Shipper at the rates and charges as agreed in writing, including Carrier’s standard rate schedule and accessorial charges and surcharges as set forth at https://www.vintnerslogisticsllc.com/home/transportation-infrastructure/, unless otherwise agreed by the parties in writing. Carrier agrees that no tariff rates, accessorial charges, rules, or regulations apply to any shipment tendered under this Agreement unless specifically incorporated herein. No change in rates, charges or rules will be effective unless mutually agreed to and confirmed in writing, signed by authorized representatives of both parties. Any action at law by Carrier to recover charges alleged to be due hereunder, and any action at law by Shipper to recover overcharges alleged to be due hereunder, shall be commenced not more than 18 months after the original bill date with respect to which such charges are claimed. To the extent permitted by applicable law, the expiration of the said 18 month period shall be a complete and absolute defense to any such action or proceeding, without regard to any mitigating or extenuating circumstance or excuse whatsoever.

5. Receipts. Each shipment will be evidenced by a written form initiated by the consignor at the point of origin of the shipment and will be legibly signed by Carrier showing the kind and quantity of the commodity received at the loading point(s) specified. If a bill of lading is issued for any shipment, its purpose shall be only to evidence the receipt of the Cargo. Any terms and conditions on a bill of lading or receipt or purportedly incorporated therein will be null and void. Carrier’s driver’s signature on any other shipping document shall be for the purpose of acknowledging receipt of the shipment only and shall not be deemed an acceptance to any terms or conditions of such shipping document.

6. Undelivered or Refused Shipments. Carrier will provide Shipper prompt notice of the inability to deliver to the named consignee by telephone and confirm by facsimile transmission (or other form of electronic communication) of the inability to deliver a shipment to the named consignee. Shipper will give disposition instructions to Carrier within one (1) hour of its receipt of such notice regarding the inability to deliver.

7. Provisions for Payment. Carrier will present to Shipper itemized bills for Services performed under this Agreement, including signed delivery receipts, in accordance with the rates and charges as set forth in Paragraph 4 above. Shipper shall pay Carrier the agreed upon rates and charges upon receipt of Carrier’s invoice. Invoices not paid when due will be subject to interest at a rate of one and one-half percent (1 ½%) per month based on the unpaid amount. Claims against Carrier of any kind may not be deducted from or set off against freight charges or from any other amount due and owing Carrier.

8. Term of Agreement. The term of this Agreement will be for a period of one (1) year from the effective date shown above and shall automatically renew at the end of the initial and subsequent terms for additional one (1) year periods unless terminated pursuant to Section 9 below.

9. Termination. If either party refuses or fails to perform any duty or obligation under this Agreement, fails to comply with applicable laws or regulations, suffers impairment of its financial responsibility, or otherwise defaults in any way, the non-defaulting party will have the option, without prejudice to any other right or remedy, to terminate this Agreement upon three (3) business days’ advance written notice. Otherwise, either party may terminate this Agreement at any time without cause by giving thirty (30) calendar days prior written notice to the other party.

10. Cargo Loss and Damage. (a) Carrier is liable to Shipper for the actual loss of or damage to the Cargo, according to the provisions of 49 U.S.C. Section 14706, subject to a maximum liability of $250,000.00 per shipment unless a higher degree of liability is specifically assumed in writing by an authorized representative of Carrier in exchange for Shipper’s payment of a higher rate. Shipper is not bound to transport Cargo by a particular schedule or vehicle, in time for any particular market, or in any particular manner. (b) Shipper shall salvage any damaged Cargo and deduct from such claim to Carrier the reasonable salvage value, if any, of the damaged Cargo. (c) Claims for loss or damage to Cargo must be filed within nine (9) months of the date of delivery of shipment, or, in the case of non-delivery, within nine (9) months of a reasonable time for delivery. (d) Legal action for loss or damage to Cargo must be filed within two (2) years and one (1) day of the date upon which Carrier declines the claim or any portion thereof.

11. Insurance. Carrier will maintain at all times during the term of this Agreement, at its sole cost and expense, with reputable and financially responsible insurance carriers, the following insurance in not less than the amount specified: (a) General Liability Insurance, including contractual liability and protective liability coverage (consistent with the indemnity obligation herein) in a combined single limit of not less than $1,000,000.00 per occurrence. (b) Auto Liability Insurance insuring against liability for injury to persons, including injuries resulting in death, environmental restoration, and loss or destruction of or physical damage to property, in a combined single limit of not less than $1,000,000.00 per occurrence. (c) Cargo Insurance, including for refrigeration breakdown, in an amount not less than $250,000.00 per shipment. Such insurance policy shall provide coverage to Carrier for any loss, damage, or delay related to Cargo transported under this Agreement. (d) Workers’ compensation insurance for Carrier’s employees in accordance with statutory requirements for all applicable jurisdictions.

12. Interlining. If Carrier uses substituted services of any kind, the transportation shall be governed by the terms of this Agreement, and Carrier shall remain liable for loss or damage to the Cargo to the same extent that Carrier would be liable if it performed the entire transportation itself.

13. Shipper Load & Count. Shipper agrees that all loads tendered to Carrier will deemed to be loaded and counted without Carrier’s driver present and that, therefore, Carrier cannot be held liable for any shortage at destination as long as the trailer seal is intact at destination. Shipper’s failure to include “SL&C” or words to similar effect on the bill of lading shall not change the presumption that any shortage found upon delivery did not occur in transit.

14. Hazardous Materials. Shipper shall not tender to Carrier for transportation any hazardous materials, as that term is used in the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq. as amended (“Hazardous Materials”).

15. Indemnification. Except as otherwise specifically provided in Paragraph 10 with regard to claims for loss of or damage to Cargo, Carrier and Shipper will indemnify each other (including their respective employees and agents) and hold each other harmless and defend each other from and against all third party claims, liabilities, losses, damages, fines, penalties, payments, costs and expenses (including reasonable legal fees) to the extent caused by or resulting from the negligence or intentional acts of the indemnifying party, including its employees or agents, in connection with the performance of this Agreement or the Services.

16. Consequential and Special Damages. In no event shall either party be liable for any special, incidental, punitive, exemplary, indirect, or consequential damages (including, but not limited to, loss of business revenue, lost profits, loss of goodwill, or similar damages) whether or not Carrier was advised of the possibility of such damages.

17. Confidentiality. Each party may have or come into possession of information which constitutes trade secrets, confidential information, marketing plans, pricing or anything else otherwise considered proprietary or secret by the other ("Confidential Information"). In consideration of the receipt of such Confidential Information, each party agrees to protect and maintain it in the utmost confidence, to use solely in connection with their relationship hereunder, and to take all measures necessary to protect the Confidential Information. Except as may be required by law, the terms and conditions of this Agreement and information pertaining to any shipment hereunder shall not be disclosed by either party to any other persons or entities, except to the directors, officers, employees, attorneys, and accountants of each party. This mutual obligation of confidentiality will remain in effect during the terms of this Agreement and for a period of two (2) years following its termination.

18. Force Majeure. Neither party hereto shall be liable to the other for default in the performance of any of the terms and provisions of this Agreement if such default is caused by fire, strikes, picketing, or other labor disputes, riot, war, Act of God, acts of terrorism, governmental order or regulation, or other similar contingency beyond the reasonable control of the respective parties; provided, however, that nothing in this paragraph shall relieve Shipper from its obligation to make payment to Carrier for services rendered prior to such force majeure event.

19. Notices. Unless otherwise provided, notices required under this Agreement must be in writing and delivered by (i) registered or certified U.S. mail, return receipt requested; (ii) hand delivered; (iii) facsimile with receipt of “Transmission OK” acknowledgement; or (iv) delivery by a reputable overnight carrier service (in the case of delivery by facsimile, the notice will be followed by a copy of the notice delivered as provided in (i), (ii), or (iv)). The notice will be deemed to be given on the day the notice is received. In the case of notice by facsimile, the notice is deemed arrived at the local time of the receiving machine, and if not received, then the date the follow-up copy is received. Notices must be delivered to the following addresses or such other addresses as may be later designated by notice:

To Carrier: Vintners Logistics LLC 103612 E Wiser Parkway Kennewick WA 99338 Attn: Robert Thompson

A delivery under this Agreement will be considered to be effective when made even though a party refuses to receive the communication. Changes to information are required to be executed in same manner as notice as listed herein. Communications under this Agreement by giving the other party notice of the change in the manner specified above. If a party changes the party’s address and does not notify the other party in the manner specified above, a notice or other communication will be effective three days after it is sent by U.S. regular mail, postage prepaid, to the party’s address or such other address as to which the other party has been notified in the manner specified above.

20. Non-Exclusivity. Carrier is free to arrange for the transportation of cargo from shippers other than Shipper. Shipper is free to engage freight transportation carriers other than Carrier.

21. Accurate Information. Shipper will provide Carrier with information concerning the Cargo which is accurate, complete and sufficient to allow Carrier to comply with all laws and regulations concerning the transporting of the Cargo. Shipper will indemnify and hold Carrier harmless from all loss, cost, penalty and expense (including reasonable attorney fees) which Carrier pays or incurs as a result of Shipper failing to fully discharge this obligation.

22. Governing Law. This Agreement and the rights or obligations of the parties are hereby governed by the laws of the state of Washington, to the extent not inconsistent with applicable federal laws, without regard to any conflict of laws principles. Any court proceeding brought by either party must be brought, as appropriate, in the United States District Court for the Eastern District of Washington or state court located in Benton County, Washington. Each party agrees to personal and subject matter jurisdiction in either court. If any part of this Agreement is determined to be contrary to law, such determination shall not affect the validity of any other terms or conditions.

23. Waiver / Enforceability. The waiver of a breach of any term or condition of this Agreement will not constitute the waiver of any other breach of the same or any other term. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving party. The unenforceability of a provision of this Agreement or portion thereof will not affect the enforceability of any other provision of this Agreement or portion thereof.

24. Counterparts and Signature. The Agreement may be executed in one or more counterparts, all of which when taken together shall be deemed an original and shall constitute one and the same document. Any electronically transmitted signature or photocopy of a signature to the Agreement shall be deemed an original signature to the Agreement and shall have the same force and effect as an original signature. For purposes of this section, an “electronically transmitted signature” means a manually-signed original signature that is sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message.

25. Costs and Expenses. If either party prevails in any action at law or equity against the other for the recovery of damages due to breach of the terms of this Agreement, that party will be entitled to recover from the other all of the costs and expenses incurred by the prevailing party in connection with such recovery including, without limitation, reasonable attorneys’ fees and interest from the date of loss.

VINTNERS LOGISTICS, LLC WAREHOUSE STORAGE AGREEMENT ACCEPTANCE –

 Sec. 1 (a) This Contract, including accessorial charges that may be attached hereto or incorporated herein by reference, must be accepted within thirty (30) days from the proposal date by signature of Depositor. In the absence of written acceptance, the act of tendering Goods described herein for storage or other services by Warehouse within thirty (30) days from the proposal date shall constitute acceptance by Depositor. Depositor has had the opportunity to review and inspect the warehouse facility (103612 & 104308 E Wiser Parkway Kennewick WA 99338) (the “Facility”). Notwithstanding the time for acceptance stated above, if Depositor tenders Goods for acceptance at any time after executing this Contract, the terms of this Contract will govern the storage of such Goods unless Depositor has executed a substitute agreement or unless Warehouse has, in writing, waived or modified the terms of this Contract. (b) In the event that Goods tendered for storage or other services do not conform to the description contained herein, or conforming Goods are tendered after thirty (30) days from the proposal date without prior written acceptance by Depositor as provided in paragraph (a) of this section, Warehouse may refuse to accept such Goods. If Warehouse accepts such Goods, Depositor agrees to rates and charges as may be assigned and invoiced by Warehouse and to all terms of this Contract. (c) Any Goods accepted by Warehouse shall constitute Goods under this Contract. (d) This Contract may be canceled by either party upon thirty (30) days written notice and is canceled if no storage or other services are performed under this Contract for a period of one hundred eighty (180) days; provided, however, if Depositor tenders Goods for acceptance at any time after executing this Contract, the terms of this Contract will govern the storage of such Goods unless Depositor has executed a substitute agreement or unless Warehouse has, in writing, waived or modified the terms of this Contract.

SHIPMENTS TO AND FROM WAREHOUSE – Sec. 2 Depositor agrees that all Goods shipped to Warehouse shall identify Depositor on the bill of lading or other contract of carriage as the named consignee, in care of Warehouse, and shall not identify Warehouse as the consignee. If, in violation of this Contract, Goods are shipped to Warehouse as named consignee on the bill of lading or other contract of carriage, Depositor agrees to immediately notify carrier in writing, with copy of such notice to Warehouse, that Warehouse named as consignee is the “in care of party” only and has no beneficial title or interest in the Goods. Furthermore, Warehouse shall have the right to refuse such Goods and shall not be liable for any loss, misconsignment, or damage of any nature to, or related to, such Goods. Whether Warehouse accepts or refuses Goods shipped in violation of this Section 2, Depositor agrees to indemnify and hold Warehouse harmless from all claims for transportation, storage, handling and other charges relating to such Goods, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature whatsoever.

TENDER OF GOODS – Sec. 3 All Goods shall be delivered at the Facility properly marked and packaged for storage and handling. Depositor shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted separately, and the class of storage and other services desired. All Goods tendered shall be on standard forty-inch by forty-eight-inch (40” x 48”) pallets supplied by Depositor or otherwise in a fashion that can be handled using a carton clamp forklift attachment. If Goods are not so tendered, Warehouse may refuse to accept such Goods. Pallets of Goods shall not exceed sixty (60) inches in height. If Warehouse accepts Goods that are not tendered in accordance with the foregoing requirements, additional charges may apply as provided in Sections 6(a) and (b). All Goods tendered must be stackable to a minimum of three (3) pallets high or additional charges may apply. All Goods must be free of insects, rodents, mold and odors that could potentially damage other products stored in the Warehouse. No hazardous materials of any nature or quantity will be permitted into the warehouse. Notwithstanding anything contained in this Contract to the contrary, Warehouse shall not be liable for any loss or damage to the Goods to the extent: (i) occurring prior to or subsequent to Warehouse’s care, custody and control of the Goods; (ii) attributable to or otherwise caused by any defects in the manufacturing or packaging of Goods; or (iii) attributable to or otherwise caused by the acts or omissions of transportation service providers other than Warehouse.

STORAGE PERIOD AND CHARGES – Sec. 4 (a) Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit per month. (b) The storage month begins on the date that Warehouse accepts care, custody and control of the Goods, regardless of unloading date or date of issue of warehouse receipt. (c) Except as provided in paragraph (d) of this section, a full month’s storage charge will apply on all Goods received between the first (1st) and the fifteenth (15th), inclusive, of a calendar month; one-half (1/2) month’s storage charge will apply on all Goods received between the sixteenth (16th) and the last day, inclusive, of a calendar month, and a full month’s storage charge will apply to all Goods in storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the first (1st) day of storage for the initial month and thereafter on the first (1st) day of the calendar month. (d) When mutually agreed in writing by Warehouse and Depositor, a storage month shall extend from a date in one calendar month to, but not including, the same date of the next and all succeeding months. All storage charges are due and payable on the first (1st) day of the storage month.

TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS – Sec. 5 (a) Instructions to transfer Goods on the books of Warehouse are not effective until delivered to and accepted by Warehouse, and all charges up to the time transfer is made are chargeable to Depositor. If a transfer involves rehandling the Goods, such will be subject to a charge. When Goods in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer. (b) Warehouse reserves the right to move, at its expense any Goods in storage from the Facility in which they may be stored to any other of Warehouse’s Facilities that meet the standards set forth in this Contract. (c) Warehouse may, upon written notice of not less than thirty (30) days to Depositor and any other person known by Warehouse to claim an interest in the Goods, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the notice period, Warehouse may sell them in accordance with applicable law. (d) If Warehouse in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of Warehouse’s lien before the end of the thirty (30) day notice period referred to in Section 5(c), Warehouse may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law. (e) If as a result of a quality or condition of the Goods of which Warehouse had no notice at the time of deposit the Goods are a hazard to other property or to the Facility or to persons, Warehouse may sell the Goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the Goods. If Warehouse after a reasonable effort is unable to sell the Goods it may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of the Goods, Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal.

HANDLING – Sec. 6 (a) The handling charge covers the ordinary labor involved in receiving Goods at warehouse door, placing Goods in storage, and returning Goods to warehouse door. Handling charges are due and payable on receipt of Goods. (b) Unless otherwise agreed in writing, labor for unloading and loading Goods will be subject to a charge. Additional expenses incurred by Warehouse in receiving and handling damaged Goods, and additional expense in unloading from or loading into cars or other vehicles not at warehouse door will be charged to Depositor. (c) Labor and materials used in loading rail cars or other vehicles are chargeable to Depositor. (d) When Goods are ordered out in quantities less than in which received, Warehouse may make an additional charge for each order or each item of an order. (e) Warehouse shall not be liable for any demurrage or detention, any delays in unloading inbound cars, trailers or other containers, or any delays in obtaining and loading cars, trailers or other containers for outbound shipment unless Warehouse has failed to exercise reasonable care.

DELIVERY REQUIREMENTS – Sec. 7 (a) No Goods shall be delivered or transferred except upon receipt by Warehouse of Depositor’s complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, e-mail or similar communication, provided Warehouse has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone in accordance with Depositor’s prior written authorization, but Warehouse shall not be responsible for loss or error occasioned thereby. (b) When Goods are ordered out a reasonable time shall be given Warehouse to carry out instructions, and if it is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots or civil commotions, or any reason beyond Warehouse’s control, or because of loss of or damage to Goods for which Warehouse is not liable, or because of any other excuse provided by law, Warehouse shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to regular storage charges. Additionally, if weather or other conditions present a risk to the shipment of Goods, Warehouse may, in Warehouse’s sole discretion, refuse to release Goods for shipment unless and until Depositor has executed a written waiver satisfactory to Warehouse, releasing Warehouse from liability for damage to such Goods caused by weather or other conditions.

EXTRA SERVICES (SPECIAL SERVICES) – Sec. 8 (a) Warehouse labor required for services other than ordinary handling and storage will be charged to Depositor. (b) Special services requested by Depositor including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of Goods; and handling transit billing will be subject to a charge. (c) Dunnage, bracing, packing materials or other special supplies, may be provided for Depositor at a charge in addition to Warehouse’s cost. (d) By prior arrangement, Goods may be received or delivered during other than usual business hours, subject to a charge. (e) Communication expense including postage, overnight delivery, or telephone may be charged to Depositor if such concern more than normal inventory reporting or if, at the request of Depositor, communications are made by other than regular United States Mail.

BONDED STORAGE – Sec. 9 (a) A charge in addition to regular rates will be made for merchandise in bond, unless the bond is for the storage of non-tax-paid wine in which case the cost for storage in-bond is included in the regular storage charges. Additional accessorial charges for reporting to government agencies or authorities, including without limitation the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) and Washington State Liquor and Cannabis Board (“WSLCB”) or any successor thereto, as required by applicable law and regulation, will apply on an ongoing basis, and Depositor will also be responsible for Warehouse’s costs in (i) responding to any inquiry or other communication from any such agency or authority, (ii) participating in any investigation or proceeding conducted by any such agency or authority, or (iii) complying with any guidance, directive, or requirement from any such agency or authority, in the manner Warehouse, in its sole discretion, determines is necessary. (b) Where a warehouse receipt covers Goods in bond, Warehouse shall have no liability for Goods seized or removed by U.S. Customs or by any other governmental agency (e.g. TTB and WSLCB or the successor thereto). Warehouse will comply with the then-current guidance and requirements of government agencies or authorities responsible for regulating the Goods, including without limitation any guidance or requirements issued by TTB or WSLCB regarding Small Producer Tax Credits or other similar tax considerations.

MINIMUM CHARGES – Sec. 10 (a) A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When a warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be made. (b) A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing

LIABILITY AND LIMITATION OF DAMAGES – Sec. 11 (a) WAREHOUSE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO GOODS TENDERED, STORED OR HANDLED HOWEVER CAUSED UNLESS SUCH LOSS OR DAMAGE RESULTED FROM THE FAILURE BY WAREHOUSE TO EXERCISE SUCH CARE IN REGARD TO THEM AS A REASONABLY CAREFUL PERSON WOULD EXERCISE UNDER LIKE CIRCUMSTANCES AND WAREHOUSE IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE. (b) GOODS ARE NOT INSURED BY WAREHOUSE AGAINST LOSS OR DAMAGE HOWEVER CAUSED. (c) WAREHOUSES’S SERVICES ARE SUBJECT TO A LOSS AND DAMAGE ALLOWANCE EQUAL TO 1% OF THE THROUGHPUT (GOODS RECEIVED IN PLUS GOODS SHIPPED OUT DIVIDED BY TWO) HANDLED BY WAREHOUSE AT THE FACILITY IN A CALENDAR YEAR (THE “LOSS ALLOWANCE”). DEPOSITOR DECLARES THAT DAMAGES ARE LIMITED TO THE LESSER OF: (I) THE ACTUAL DAMAGES INCURRED BY DEPOSITOR AS A RESULT OF WAREHOUSE’S BREACH OF ITS DUTY OF CARE AS DESCRIBED HEREIN, WITH ACTUAL DAMAGES DETERMINED FOR PURPOSES OF THIS AGREEMENT AS BEING EQUAL TO DEPOSITOR’S LANDED COST TO THE FACILITY; OR (II) THE PER CASE (OR OTHER APPLICABLE UNIT) UNIT STORAGE RATE MULTIPLIED BY 175, PROVIDED, HOWEVER, THAT SUCH LIABILITY MAY AT THE TIME OF ACCEPTANCE OF THIS CONTRACT AS PROVIDED IN SECTION 1 BE INCREASED UPON DEPOSITOR’S WRITTEN REQUEST ON PART OR ALL OF THE GOODS HEREUNDER IN WHICH EVENT AN ADDITIONAL MONTHLY CHARGE WILL BE MADE BASED UPON SUCH INCREASED VALUATION; PROVIDED FURTHER THAT VINTNERS SHALL ONLY BE LIABLE FOR LOSS AND DAMAGE TO GOODS FOR WHICH IT IS RESPONSIBLE IN EXCESS OF THE LOSS ALLOWANCE. (d) WHERE LOSS OR DAMAGE OCCURS TO TENDERED, STORED OR HANDLED GOODS, FOR WHICH WAREHOUSE IS NOT LIABLE, DEPOSITOR SHALL BE RESPONSIBLE FOR THE COST OF REMOVING AND DISPOSING OF SUCH GOODS AND THE COST OF ANY ENVIRONMENTAL CLEAN UP AND SITE REMEDIATION RESULTING FROM THE LOSS OR DAMAGE TO THE GOODS.

NOTICE OF CLAIM AND FILING OF SUIT – Sec. 12 (a) Claims by Depositor and all other persons must be presented in writing to Warehouse within a reasonable time, and in no event any later than the earlier of: (i) sixty (60) days after delivery of the Goods by Warehouse or (ii) sixty (60) days after Depositor is notified by Warehouse that loss or damage to part or all of the Goods has occurred. (b) No lawsuit or other action may be maintained by Depositor or others against Warehouse for loss or damage to the Goods unless timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of: (i) nine (9) months after date of delivery by Warehouse or (ii) nine (9) months after Depositor is notified that loss or damage to part or all of the Goods has occurred. (c) When Goods have not been delivered, notice may be given of known loss or damage to the Goods by mailing of a letter via certified mail or overnight delivery to Depositor. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by Warehouse.

LIABILITY FOR CONSEQUENTIAL DAMAGES – Sec. 13 Warehouse shall not be liable for any loss of profit or special, indirect, or consequential damages of any kind.

LIABILITY FOR MISSHIPMENT – Sec. 14 If Warehouse negligently misships Goods, Warehouse shall pay the reasonable transportation charges incurred to return the misshipped Goods to the Facility. If the consignee fails to return the Goods, Warehouse’s maximum liability shall be for the lost or damaged Goods as specified in Section 11 above, and Warehouse shall have no liability for damages due to the consignee’s acceptance or use of the Goods whether such Goods be those of Depositor or another.

MYSTERIOUS DISAPPEARANCE – Sec. 15 Warehouse shall be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods only if Depositor establishes such loss occurred because of Warehouse’s failure to exercise the care required of Warehouse under Section 11 above. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Depositor of conversion must be established by affirmative evidence that Warehouse converted the Goods to Warehouse’s own use.

RIGHT TO STORE GOODS – Sec. 16 Depositor represents and warrants that Depositor is lawfully possessed of the Goods and has the right and authority to store them with Warehouse. Depositor agrees to indemnify and hold harmless Warehouse from all loss, cost and expense (including reasonable attorney fees) which Warehouse pays or incurs as a result of any dispute or litigation, whether instituted by Warehouse or others, respecting Depositor’s right, title or interest in the Goods. Such amounts shall be charges in relation to the Goods and subject to Warehouse’s lien. In no event shall Warehouse be named as the titleholder or named consignee of any Goods stored.

ACCURATE INFORMATION – Sec. 17 Depositor will provide Warehouse with information concerning the Goods which is accurate, complete and sufficient to allow Warehouse to comply with all laws and regulations concerning the storage, handling and transporting of the Goods. Depositor will indemnify and hold Warehouse harmless from all loss, cost, penalty and expense (including reasonable attorney fees) which Warehouse pays or incurs as a result of Depositor failing to fully discharge this obligation.

SEVERABILITY and WAIVER – Sec. 18 (a) If any provision of this Contract, or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of this Contract shall not be affected thereby but shall remain in full force and effect. (b) Warehouse’s failure to require strict compliance with any provision of this Contract shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this Contract. (c) The provisions of this Contract shall be binding upon the heirs, executors, successors and assigns of both Depositor and Warehouse; contain the sole agreement governing Goods tendered to Warehouse; and, cannot be modified except by a writing signed by Warehouse and Depositor.

LIEN – Sec. 19 Warehouse shall have a general warehouse lien for all lawful charges for storage and preservation of the Goods; also for all lawful claims for money advanced, interest, insurance, transportation, labor, weighing coopering, and other charges and expenses in relation to such Goods, and for the balance on any other accounts that may be due. Warehouse further claims a general warehouse lien for all such charges, advances and expenses with respect to any other Goods stored by Depositor in any other facility owned or operated by Warehouse. In order to protect its lien, Warehouse reserves the right to require advance payment of all charges prior to shipment of Goods. Nothing in this Contract shall be construed to diminish in any way Warehouse’s lien rights pursuant to RCW 60.60.010, et seq. or RCW 62A..7-209. Warehouse may refuse to release or ship any Goods until all charges and expenses related to such Goods have been paid in full.

DOCUMENTS OF TITLE - Sec.20 Documents of title, including warehouse receipts, may be issued either in physical or electronic form at the option of the parties.

INVOICES – Sec. 21 All charges pursuant to this Contract shall be invoiced on a monthly basis and due on receipt. Finance charges by be assessed for any balance unpaid 30 days from date of invoice at a rate of 2.0% compounded monthly provided that this rate does not exceed the maximum rate allowed by law, in which case, the finance charge rate will be the maximum amount allowed by law.

GOVERNING LAW AND JURISDICTION – Sec. 23 This Contract and the legal relationship between the parties hereto shall be governed by and construed in accordance with the substantive laws of the state of Washington, including Article 7 of the Uniform Commercial Code as ratified in that state, notwithstanding its conflict of laws rules. Any lawsuit or other action involving any dispute, claim or controversy relating in any way to this Contract shall be brought only in the appropriate state court in Benton County, Washington.

The parties acknowledge the Limitation of Liability and Damages in Section 11.