Part 1 – Preliminary

Title and Commencement of the Code

This Code is to be titled the Australian Wine Industry Code of Conduct. This is a non-prescribed, industry voluntary Code. Winegrape purchasers who elect to become Signatories will be governed by the Code in their commercial dealings with winegrape growers.

This Code has been developed for the Australian wine industry by the Wine Industry Relations Committee (WIRC), as a joint committee of the WFA and WGGA. The Executive Councils of WFA and WGGA have endorsed the Code.

With the exception of Part 2 (Wine Grape Purchase Agreement), this Code takes effect on 1 January 2009. Signatories are only required to comply with Part 2 for all new Agreements entered into after 1 January 2009 in relation to the supply of wine grapes for vintage 2010 onwards. With respect to existing Agreements, each Signatory agrees to offer to its winegrape grower(s) to:

Except as expressly set out in the Code, the provisions of the Code are subject to all applicable Commonwealth, State and Territory laws and common law rights and obligations.

Intention

The intention of the Code is to set minimum standards for Agreements between winegrape growers and winegrape purchasers. The Signatories acknowledge that providing a framework for fair and equitable dealings between Signatories and winegrape growers and an impartial, cost effective dispute resolution scheme is important for harmonious relations.

Signatories to the Code acknowledge their existing legal obligations (for example, under the Competition and Consumer Act 2010) not to engage in misleading or deceptive behaviour or unconscionable conduct.

Industry Endorsement

Signatories agree to be bound by the provisions of the Code in their commercial dealings with winegrape growers. Signatories commit to adopt the principles set out in the Code in their dealings with winegrape growers, and to provide the winegrape grower with a copy of the Code whenever a winegrape grower signs a new Agreement.

The register of Signatories will be maintained and available on the Australian Wine Industry Code of Conduct, the WFA and WGGA websites.

www.wineindustrycode.org

www.wfa.org.au

www.wgga.com.au

Signatories also commit to promoting the adoption of the Code.

WGGA and WFA also agree to publicise and promote the Code and its Dispute resolution procedures, and to work to maximise its adoption within the industry.

Signatories to the Code

A winegrape purchaser may become a Signatory to the Code by providing a written notice to the Committee.

A winegrape purchaser may cease to be a Signatory by lodging a written notice advising the Committee they no longer wish to be a Signatory. In these circumstances, the winegrape purchaser will cease to be a Signatory on the date that their notice is received by the Committee, however, they remain bound by the provisions of Agreements entered into before that date which incorporate the Code either expressly or by reference.

Signatories to this Code agree that the Committee may publish their names as Signatories and may also publish the details of any Code breaches which the Committee has found applies to that Signatory at the time of the publication of the annual report and which have not been resolved by the Signatory. Signatories agree to release the Committee and each member of the Committee from any liability to the Signatory as a result of the publication of these details, provided all published information is accurate. However, details relating to any Dispute between a Signatory and a winegrape grower(s) which are notified to the Committee in accordance with Part 3 of the Code will remain confidential and may only be disclosed by the Committee in aggregate form (without the parties being named or specific details of the Dispute being disclosed).

Horticulture Code of Conduct

Some transactions in the winegrape supply industry are subject to the mandatory Trade Practices (Horticulture Code of Conduct) Regulations 2006. When Signatories to this Code participate in a transaction covered by the Horticulture Code of Conduct, the Horticulture Code of Conduct will prevail over this Code to the extent of any inconsistency.

Administration of Code

The Code will be managed by the Committee, in accordance with Part 5.

Review

A formal review of the Code took place in June 2010 and subsequent reviews will be conducted by the Committee not less than every three years thereafter.

The objectives of the review of the Code shall be to:

  1. Assess the extent to which the Code has reduced Disputes;
  2. Assess the effectiveness of the Dispute resolution system;
  3. Assess the performance of the industry against the performance targets contained in the Code, and recommend new performance targets as required; and
  4. Recommend any amendments to the Code required to address any problems or issues identified during the review process.

It is intended that this review will be completed by 30 June in the relevant year.

Performance Targets

Performance will be measured by the total numbers of Signatories. The targets are:

Code performance will be reported annually on a regional basis including number of Signatories, the number of Disputes notified to the Committee and resolved under the provisions of the Code, as well as the number of breaches of the Code, reported and resolved under the provisions of the Code.

Part 2 – Winegrape Purchase Agreements

As a minimum, all Agreements must:

  1. be in writing, contain the elements set out in clauses 2.1 to 2.15 and be entered into and, if applicable, varied in accordance with clauses 2.16 and 2.17;
  2. appropriately refer to any other important elements of the Agreement; and
  3. be clear and concise and in plain English.
2.1
Application of the Code
2.1.1 Each Agreement must contain a statement that the parties to the Agreement agree that it is governed by the Code and that, in the event of any inconsistency, the provisions of the Code in force on the date that the Agreement was entered into will prevail and will apply as if they formed part of the Agreement. If there is a change to the Code, each Signatory must make an offer to its winegrape grower(s) to amend existing Agreements to reflect that change within three months of the date of endorsement of the change in accordance with clause 5.1.6.

2.2
Parties to an Agreement and Term of the Agreement
2.2.1 All parties involved in the winegrape purchase arrangements are to be identified in the Agreement including the winegrape purchaser, the winegrape grower and any landowner or lessee (if applicable).

All Agreements must specify the duration of the Agreement including commencement date and expiry date, or the termination mechanism (including applicable notice periods) where there is no fixed expiry date.

2.3
Pricing Methods
2.3.1 All Agreements must contain a fixed price and/or a clear statement as to how the final price payable will be determined.

2.4
Price Notification

2.4.1 Where the Agreement requires a price offer or a negotiation as part of the calculation of the price for the winegrapes, the winegrape purchaser must, unless prevented due to unforeseen and extraordinary reasons:
2.4.1.1 by 15 December each year - provide to its winegrape grower(s) in the Hunter Valley, Riverina, Murray Darling/Swan Hill and Riverland regions Indicative Regional Prices for each variety of winegrape.
2.4.1.2 by 15 January each year - use its best reasonable endeavours to provide to its winegrape grower(s) in all other regions Indicative Regional Prices for each variety of winegrape.

If an Agreement does not exist on the relevant date but is subsequently entered into prior to the vintage period (for example, an Agreement entered into in February), then the winegrape purchaser must provide the Indicative Regional Prices referred to above to the winegrape grower at the time the Agreement is entered into, unless the actual price offer is made at that time.

2.4.2 Notwithstanding clause 2.4.1, in all regions where the relevant Agreement requires the price to be agreed between the parties, any winegrape price offer required under the Agreement must be made:
(a) if the winegrape purchaser undertakes a pre-vintage vineyard inspection prior to making a final winegrape price offer - as soon as practicable and, at the latest, prior to the anticipated harvest date for those winegrapes; and
(b) in all other cases - at least 10 Business Days prior to the anticipated harvest for those winegrapes.

2.5
Price Adjustment

2.5.1 Any provision for price adjustment must be clearly spelt out and specify in a transparent manner any bonuses or penalties and the mechanism(s) used to determine bonuses/penalties.

2.6
Terms of Payment

2.6.1 The terms of payment are to be clearly stated and, unless otherwise agreed by the parties to the Agreement, shall be consistent with the industry standard of:
2.6.1.1 1/3 at the end of the month following the month of delivery;
2.6.1.2 1/3 at the end of June; and
2.6.1.3 balance at the end of September of the year that the first payment commenced.

2.6.2 The payment terms for any price adjustment or payments based on wine assessment shall be specified in the Agreement.

2.6.3 Any penalties for late payments shall be stipulated in the Agreement.

2.7
Tonnage and Vineyard Details

2.7.1 The Agreement must state whether the amount of winegrapes to be purchased is "area-based" or "specified tonnes" and must stipulate the area and/or the tonnes as the case may be.

2.7.2 The Agreement must clearly describe the winegrapes to be purchased.

2.7.3 Where relevant, the Agreement must specify the vineyard details such as patch/block number identification, identification of clones and rootstocks when required, or a vineyard map showing vineyard details for the vines to which the Agreement pertains.

2.8
Winegrape Standards, Assessment and Harvest

2.8.1 The Agreement must state any quality standards which apply to the winegrapes being purchased, including specifying any minimum requirements for maturity, purity and condition, relevant to the region and variety.

2.8.2 The Agreement must describe any method for vineyard or weighbridge winegrape assessment which will apply under the terms of that Agreement if that method is directly inconsistent with the methods described in "Winegrape Assessment in the Vineyard and the Winery, complied by Wendy Allen" (as amended from time to time and endorsed by WGGA and WFA).

2.8.3 The Agreement must specify the process for determining the harvest time(s) for the winegrapes.

2.9
Delivery and Freight

2.9.1 The Agreement must state the delivery point for the winegrapes and identify which party bears the costs and associated risks of freight.

2.10
Title in Winegrapes

2.10.1 The Agreement must state when title in the winegrapes passes from the winegrape grower to the winegrape purchaser. The Agreement must also specify the point at which the winegrape purchaser accepts or rejects the winegrapes.

2.11
Force Majeure

2.11.1 If there is a force majeure clause in the Agreement, it must be clearly specified.

2.12
Assignment and Sale of Vineyard

2.12.1 The Agreement must clearly specify any restrictions imposed by the winegrape purchaser on the rights to transfer possession or ownership of the relevant vineyard.

2.12.2 The Agreement must clearly specify any obligations on the winegrape grower upon the sale or disposal of possession of the relevant vineyard.

2.13
Professional Advice

2.13.1 An Agreement must contain a prominent statement that the winegrape grower signing the Agreement should seek independent legal, financial and taxation advice. This statement must appear just above the winegrape grower's signing provisions.

2.14
Dispute Resolution Clause

2.14.1 The Agreement must include a Dispute resolution clause that is consistent with Part 3 of the Code.

2.15
Reasonable Time

2.15.1 A Signatory may only enter into an Agreement with a winegrape grower after providing the Agreement and any Associated Documents to that winegrape grower and allowing the winegrape grower a "reasonable period" to read and understand the document and obtain independent advice before entering into the Agreement. For an Agreement which incorporates an obligation to buy and sell winegrapes from more than one vintage, a "reasonable period" is 15 Business Days from the date of receipt by the winegrape grower. For all other Agreements other than Spot Market Purchases, a "reasonable period" is 7 Business Days from the date of receipt by the winegrape grower. For Spot Market Purchases, a "reasonable period" will depend on the circumstances and may be a relatively short period (for example, less than one Business Day if harvest is imminent).

2.16
Variations

2.16.1 It is recognised that variations to Agreements from time to time may need to be negotiated. Any variation to an Agreement must be:
2.16.1.1 clearly specified, and
2.16.1.2 agreed, confirmed in writing and signed by all parties to the Agreement.

Agreements must not contain a provision which allows one party to unilaterally amend the Agreement without the other parties' written consent to the specific amendment.

2.16.2 A Signatory may only vary an Agreement by providing that variation to the winegrape grower in writing and allowing the winegrape grower a "reasonable period" to read and understand the variation and obtain independent advice before signing their acceptance of the variation. For an Agreement which incorporates an obligation to buy and sell winegrapes from more than one vintage, a "reasonable period" is 15 Business Days from the date of receipt by the winegrape grower. For all other Agreements other than Spot Market Purchases, a "reasonable period" is 7 Business Days from the date of receipt by the winegrape grower. For Spot Market Purchases, a "reasonable period" will depend on the circumstances and may be a relatively short period (for example, less then one Business Day if harvest is imminent).

2.17
Failure to Comply

2.17.1 Failure to comply with clauses 2.1 through to 2.17, where applicable, will amount to a breach of the Code and may be referred to the Committee for disciplinary action.

Part 3 – Dispute Resolution

Purpose

Disputes in the main occur over the perceived inadequacy of the winegrape price, or over an apparent failure to comply with specifications for winegrape maturity, purity or condition resulting in either price adjustments or rejection of the winegrapes.

This section is intended to help resolve Disputes between the winegrape purchaser and the winegrape grower in a timely and cost efficient manner to preserve the ongoing commercial relations.

The Code requires both parties to participate in the Dispute resolution procedure and to assist the Independent Expert by providing any information requested. Any Disputing Party who invokes the Dispute resolution process is agreeing to be bound by the Code in relation to the conduct of the Dispute, in particular, the clauses relating to defamation and to cost recovery.

The existence of a Dispute does not relieve any party of their obligations under the Agreement.

Powers of Independent Expert

Notwithstanding clause 2.1.1, the appointed Independent Expert will determine the Dispute by applying:

but only to the extent that the Independent Expert’s resolution procedures are not inconsistent with the terms of the Agreement or the Code. If the Agreement and the Code are inconsistent, then for the purposes of determining the Dispute, the Code will prevail to the extent of the inconsistency.

Subject to compliance with this Code, the decision of the Independent Expert is final and binding on all parties and cannot be appealed or challenged except in the case of a manifest error or proven misconduct.

Failure by a Signatory to comply with the determination of the Independent Expert will amount to a breach of this Code and the matter may be referred to the Committee for disciplinary action.

Information provided to the Independent Expert

All communications brought into existence in relation to the Dispute and provided to the Independent Expert shall be in confidence and without prejudice.

No documents brought into existence by a disputant for the purpose of consideration by the Independent Expert may be tendered in evidence by a party other than that disputant in any litigation of the Dispute.

3.1
Disputes over Winegrape Price

When a Dispute arises over a price offer made by a winegrape purchaser under clause 2.4.2 or, where no price offer is required to be made under clause 2.4.2, in relation to the calculation of the price in accordance with the Agreement, the parties agree to follow theses resolution procedures:

3.1.1 Within 7 Business Days of:
3.1.1.1 the determination of the price in accordance with the Agreement being notified to the winegrape grower (but only where no price offer is required to be made under clause 2.4.2); or
3.1.1.2 the date of the price offer being made by the applicable party under clause 2.4.2;

the Disputing Party will inform the other party in writing of the background to the Dispute, the issue(s) in dispute and the outcome desired. This notice will be known as the "Notice of Dispute". A summary of the Dispute (notifying the parties, the category of Dispute, tonnage and region) is to be supplied to the Committee by the Disputing Party at the same time.

3.1.2 Within 7 Business Days of receiving the Notice of Dispute, the other party will respond in writing, indicating whether the desired outcome is agreed, and, if it is not, whether that party wishes to offer another outcome, and inform the Committee in writing that a response has been provided.

3.1.3 The Disputing Party and the winegrape purchaser have:
3.1.3.1 If a Notice of Dispute is issued before 30 April, 60 Business Days from the issue of the Notice of Dispute; or

3.1.3.2 If a Notice of Dispute is issued after 30 April, 14 Business Days from the issue of the Notice of Dispute, to negotiate a mutually agreed outcome.

3.1.3.3 If these parties have not resolved the Dispute within the relevant period, they must jointly appoint an Independent Expert to make a determination of price. The Disputing Party and the winegrape purchaser must be satisfied that the Independent Expert is impartial and qualified to rule on the matter(s) under dispute.
3.1.4 If the Disputing Party and the winegrape purchaser cannot agree on the selection of an Independent Expert within 7 Business Days of the expiration of the relevant period set out in clause 3.1.3, the Committee will appoint an appropriate Independent Expert from the panel of experts endorsed by the Committee upon application from either party. Such application is to be made within 14 Business Days of expiration of the relevant period set out in clause 3.1.3.

3.1.5 The appointed Independent Expert will deliver a determination within 14 Business Days of the date of his/her appointment or, if the matter requires extensive research, submissions from the parties and/or investigation will provide a reasonable timeframe in which to complete the task.

3.1.6 The Disputing Party and the winegrape purchaser agree to be bound by the determination of the Independent Expert in the absence of manifest error or misconduct and to share costs equally.

3.1.7 The Independent Expert will be engaged under their normal terms of engagement and in any event will be indemnified by the parties as to their costs and expenses.

3.2
Disputes over Downgrades and Rejections in the Vineyard

A Dispute may arise if a winegrape grower disagrees with an assessment by the winegrape purchaser that the winegrapes have failed to meet agreed specifications contained in the Agreement and a financial penalty is imposed or some or all of the winegrapes are rejected.

If a Dispute in relation to a field assessment occurs, the matter needs to be resolved quickly, ideally before the expected date of harvest, and may in some cases need to be resolved within a few days to avoid deterioration of the winegrapes.

A winegrape grower will advise the winegrape purchaser within a reasonable time prior to harvest, of any change in the condition of the fruit that could result in a downgrade or rejection of the winegrapes under the terms of the relevant Agreement. The winegrape purchaser will notify the winegrape grower of any decision by the winegrape purchaser to impose a financial penalty and/or reject the winegrapes in accordance with the terms of the Agreement.

When a Dispute arises in relation to the imposition of a financial penalty and/or rejection of the winegrapes as a result of a failure to meet agreed specifications contained in the Agreement, the parties agree to follow these resolution procedures:

3.2.1 The Disputing Party will, as soon as practicable, notify the winegrape purchaser in writing of the issue(s) in dispute and the outcome desired. This notice will be known as the "Notice of Dispute". A summary of the Dispute (notifying the parties, the category of Dispute, tonnage and region) is to be supplied to the Committee by the winegrape grower at the same time.

3.2.2 The winegrape purchaser will respond in writing to the Disputing Party within 48 hours from the time of issue of the Notice of Dispute, indicating whether the desired outcome is agreed, and, if it is not, whether the winegrape purchaser wishes to offer another outcome, and inform the Committee in writing that a response has been provided.

3.2.3 If after 72 hours from the time of issue of the Notice of Dispute the Disputing Party and the winegrape purchaser have been unable to resolve the Dispute, the matter will be settled by an Independent Expert jointly appointed by them. They must be satisfied that the Independent Expert is impartial and qualified to rule on the matter(s) under dispute.

3.2.4 If the Disputing Party and the winegrape purchaser cannot agree on the selection of an Independent Expert within 96 hours from the time of issue of the Notice of Dispute, the Committee will appoint an Independent Expert from the panel of experts endorsed by the Committee upon application from either party. Such application to be made within 120 hours of the time of issue of the Notice of Dispute.

3.2.5 The appointed Independent Expert will deliver a determination within 48 hours of being appointed or, if the matter requires extensive research, submissions from the parties and/or investigations, will set a reasonable timeframe in which to complete the task.

3.2.6 The Disputing Party and the winegrape purchaser agree to be bound by the determination of the Independent Expert in the absence of manifest error or misconduct and to share costs equally.

3.2.7 The Independent Expert will be engaged by the Disputing Party and the winegrape purchaser under their normal terms of engagement and in any event will be indemnified by the parties as to their costs and expenses.

3.3
Disputes over Downgrades and Rejections at the Weighbridge

Winegrape purchasers (or their agents/representatives) are encouraged to inspect the condition of winegrapes in the vineyard prior to harvest as a means of minimising Disputes at the weighbridge.

A Dispute can arise at the weighbridge if winegrapes are downgraded (resulting in a financial penalty) or rejected if, in the opinion of the winegrape purchaser, they have failed to meet stipulated specifications. The matter needs to be resolved quickly, ideally within 12 hours of delivery of the winegrapes. The winegrape grower will be notified as soon as practicable of a downgrade or rejection of their winegrapes. The winegrape grower or the winegrape grower’s agent/representative (in the event of winegrapes processed at a distance from the vineyard) should be given the opportunity where practical to inspect the rejected or downgraded winegrapes (within a reasonable time of delivery) and to try and reach agreement with the winegrape purchaser on the nature and extent of the downgrade and any resulting price adjustment to allow the continued processing of the winegrapes or the rejection of the winegrapes.

For the avoidance of any doubt but without limiting the other obligations set out in this clause, the Code does not require an Independent Expert to resolve disputes over downgrades and rejections at the weighbridge.

3.4
Legal Proceedings

Unless, as required by law, the parties agree not to institute legal proceedings (except to obtain urgent interlocutory relief) or make any complaint to a regulatory authority other than the Australian Competition and Consumer Commission in relation to a Dispute covered by Part 3 of the Code until all avenues open to them under Part 3 of the Code have been implemented and, where relevant, a determination made. The parties may institute legal proceedings (or take any other action that they consider appropriate) in relation to any other type of dispute. Nothing in this clause affects or limits the operation of part 3 relating to the powers of the Independent Expert.

Part 4 – Breaches of the Code

4.1
Complaints

4.1.1 A complaint of a breach of the Code by a Signatory must be referred to the Committee in writing.

4.1.2 Either a winegrape grower or a winegrape grower's association may lodge a complaint with the Committee.

4.1.3 A Signatory cannot lodge a complaint against another Signatory, unless the complaint relates to conduct that will bring the wine industry into disrepute.

4.1.4 The complaint must:
4.1.4.1 state the name of the Signatory and the party bringing the complaint.
4.1.4.2 provide details as to the nature of the complaint by reference to this Code.
4.1.4.3 specify what outcome the Complainant believes will resolve the issue.

4.1.5 If a complaint alleging a breach of the Code is reported to the Committee, the Committee must take the following action prior to making a determination:
4.1.5.1 notify the Signatory within 7 Business Days that a complaint has been lodged with the Committee;
4.1.5.2 provide to the Signatory the details of the complaint and Complainant and the outcome the Complainant requires to resolve the complaint;
4.1.5.3 allow the Signatory 21 Business Days to respond to the complaint in writing;
4.1.5.4 provide the Signatory's written response to the Complainant; and
4.1.5.5 in the event that the Complainant is not satisfied with the Signatory's response, allow the Complainant 14 Business Days to respond to the Committee.

4.1.6 If the matter has not been resolved in accordance with the procedure set out in clause 4.1.5, the Committee must sit and make a determination on the complaint.

4.1.7 A meeting of the Committee to rule on a complaint must occur within 30 Business Days from the date of the Complainant's final response.

4.1.8 If the Committee determines that no breach of the Code has occurred, the Committee is to write to the Complainant and the Signatory and provide its determination and reasons within 7 Business Days.

4.1.9 If the Committee determines that a breach of the Code has occurred then the Committee must write within 7 Business Days to the Signatory and provide the determination, reasons and remedy or penalty, if applicable.

4.1.10 If the Committee determines that a breach has occurred, the Committee may do any or all of the following:
4.1.10.1 notify the Signatory what steps it would be required to take to remedy the breach;
4.1.10.2 warn the Signatory that they may be removed as a Signatory to the Code if they do not remedy the breach within a "reasonable period" (which must be specified in the notice) and/or if they commit future breaches of the Code; and/or
4.1.10.3 subject to clause 4.2, remove the Signatory from the list of Signatories to the Code.

4.1.11 If, subsequent to a finding that a Signatory has breached the Code, that Signatory rectifies the breach in accordance with the Committee's instructions, then the Committee must write to the Complainant within 7 Business Days and advise the Complainant that the Committee considers that the Signatory is no longer in breach of the Code.

4.1.12 In all cases, the Committee's determination may only be challenged in the case of manifest error or proven misconduct.

4.2
Removing a Signatory from the Code

4.2.1 In determining whether to remove a Signatory from the Code, the Committee must take into consideration the following:
4.2.1.1 the nature of the complaint;
4.2.1.2 the conduct of the Signatory and the Complainant;
4.2.1.3 the conduct of the Signatory in responding to the Committee;
4.2.1.4 the systemic nature (if any) of the complaint;
4.2.1.5 the number of complaints referred to the Committee against the Signatory;
4.2.1.6 whether the complaints made against the Signatory are the same or otherwise;
4.2.1.7 any previous breaches of the Code by the Signatory;
4.2.1.8 whether the conduct brings the wine industry into disrepute; and
4.2.1.9 any other matter that the Committee considers relevant.

4.3
Cost Recovery

4.3.1 If the Committee determines a breach of the Code has occurred, the Committee may recover from the party in breach reasonable costs incurred by the Committee in determining the complaint.

4.3.2 Should a winegrape grower or winegrape grower's association make a complaint alleging a breach that is subsequently found to be invalid, then the Committee may recover from the winegrape grower or winegrape grower's association reasonable costs incurred by the Committee in determining the complaint.

Part 5 – Administration of the Code

5.1.1 The Code will be administered by the Committee.

5.1.2 The Committee will comprise those members jointly agreed to by the Boards of the WGGA and WFA.

5.1.3 The Committee will be supported by the Secretariat (which will be jointly funded by WGGA and WFA) and the Committee may, in its sole discretion, delegate any of its powers or duties under the Code to the Secretariat. The Committee may appoint and remove the Secretariat by notice in writing.

5.1.4 A quorum will comprise the Chair of the Committee and two delegates nominated by WGGA and two delegates nominated by WFA.

5.1.5 All decisions of the Committee must be made by way of simple majority.

5.1.6 Any recommendation to amend the Code must be agreed in writing by WGGA and WFA in accordance with a resolution of their respective Boards. Any change to the Code which is endorsed will take effect on the date agreed between WFA and WGGA (such date to take into account a reasonable time period for Signatories to amend their Agreements, if applicable).

5.1.7 The Committee shall undertake the following roles:
5.1.7.1 administer the Code, including the setting of reasonable fees to support the Dispute resolution system;
5.1.7.2 manage the business operations of the Code including ensuring that suitable insurance arrangements are in place;
5.1.7.3 produce an annual report to be published by 30 September each year, containing:
(i) a description of the nature and number of Disputes received and any other comments it wishes to make about conduct or trends in the industry; and
(ii) a report to the industry on the operations of the Code and the Committee and any matters requiring consideration by the industry arising from the activities of the Committee including the names of any parties removed from the Code.
5.1.7.4 at the discretion of the Committee, maintain and publish a list of Code Signatories found to be in breach of the Code; and
5.1.7.5 monitor the operation of the Code and, as appropriate, recommend any amendments to the Code that may assist in its operation, and consult with WGGA and WFA on any proposed amendments to the Code.

Appendix 1

"Agreement" means an Agreement between a winegrape grower and a Signatory for the supply of winegrapes.

"Associated Documents" means all documents that are incorporated by reference in or which form part or purport to form part of and Agreement.

"Business Day" means a day other than a Saturday, Sunday, public holiday or bank holiday in the State in which the vineyard to which the Agreement applies is situated.

"Code" means this Australian Wine Industry Code of Conduct.

"Committee" means the Code Management Committee established to manage the operation of this Code in accordance with Part 5 - Administration of the Code.

"Complainant" means, as applicable, a person, corporation or other body corporate: "Dispute" means any disagreement between a Disputing Party and a Signatory which: "Disputing Party" means a winegrape grower who initiates a Dispute resolution process under clauses 3.1 or 3.2 of the Code and/or any other party who is authorised or permitted under the terms of the relevant Agreement to do so on behalf of or in association with the winegrape grower.

"Independent Expert" means an independent, qualified person/s appointed by the parties to a Dispute or by the Committee to make a determination on Disputes notified to them under the terms of the Code.

"Indicative Regional Price" means, in relation to a variety of winegrapes, an indicative fair market price for that variety of winegrapes from that region for the next vintage which: "Material Variation" means any variation to an Agreement or Associated Documents whether as a unilateral variation permitted by the Agreement or by consent between the parties, other than a variation of the price or winegrape assessment methods already provided for in the Agreement. A Material Variation includes but is not limited to any variation of:

"Notice Of Dispute" means a formal written notification between the parties to a Dispute.

"Secretariat" means an independent dispute resolution body or firm appointed by the Committee as the Code Secretariat from time to time.

"Signatory" means a winegrape purchaser who has notified the Committee that it will be bound by the Code.

"Spot Market Purchase" means an Agreement for the sale and purchase of winegrapes which is entered into between the parties less than 10 Business Days prior to the expected harvest date for those winegrapes (or, if there are more than one expected harvest date applicable to the Agreement, 10 Business Days prior to the earliest of these dates).

"WFA" means Winemakers' Federation Of Australia.

"WGGA" means Wine Grape Growers Australia.