Services
grape-juice limited (.grape-juice.) offers wine purchase and administration services to members paying a monthly amount of £120 (or a multiple thereof) which amount will purchase wine and contribute towards storage, VAT/duty, and delivery costs. Approximately 90% of member contributions, net of commissions, is expected to be spent on wine the remainder going towards storage, insurance, VAT/duty and delivery.

Wine purchases
Purchases will be made approximately on a quarterly basis, for members with sufficient funds in their account. The first quarter will commence on 1 October 2002 and the first wine will be purchased in December 2002. All purchases are at the sole discretion of grape-juice subject to broad parameters. The initial indicative allocation is 40% Bordeaux (predominantly red), 20% Red Burgundy, 20% White Burgundy and 20% Discretionary (to be allocated to what grape-juice believes to be particularly good value wines or vintages from any region). As an indication, wines purchased will cost in the region of £15-£30 per bottle in a case of 12, and be bought in bond. Members paying £120 per month can typically expect 5 cases of 12 bottles of wine to be bought each year. Wine is bought with a view to be approaching maturity in three to 10 years, depending on the wine. Advice will be given on progress and development of wine on a regular (at least half yearly) basis. All purchases will be communicated to members within a reasonable time after the purchase has been made.

Storage
All wine, once it has been shipped from the producer, will be stored with grape-juice.s nominated storage agent (initially Octavian in its Wiltshire wine storage facility, at the sole discretion of grape-juice and subject to amendment or substitution with a storage agent of similar standing) whose specialist facilities will be amongst the best in the country. Key features will include controlled temperature, controlled humidity, protection from UV light and minimal vibrations. These conditions maximise the future sale price potential and grape-juice recommends wine is kept in such conditions until sale or consumption.

Insurance
Wine is insured up to the moment that the member takes possession. Whilst the wine is in the custody of the storage agent it is insured up to the lower of market value or replacement value.

Withdrawal of wine
To withdraw wine, a written instruction specifying wines to be withdrawn and delivery instructions should be given to grape-juice in accordance with the provisions under the notices section below. Wine will normally be available for withdrawal on a quarterly basis and grape-juice will give a deadline for any withdrawal instructions each quarter. Members will be advised of an estimated delivery date and any amounts owed not covered by funds held in their account. All VAT/duty and delivery costs are payable in advance of withdrawal of wine. For further details see the costs to members section below.

Sale of wine
On receipt of a written instruction in accordance with the notices section below, grape-juice will use its reasonable endeavours, as agent, to procure a buyer for member wine. Wine will normally be able to be sold on a quarterly basis and grape-juice will give a deadline for any sale instructions each quarter. Wine will be sold through recognised channels or to other members. The seller may give a reserve price or specify a period during which the wine is to be sold. grape-juice accepts no responsibility if it is unable to find a buyer for all or any of the wine specified in the sale notice or for the price achieved in any sale. Proceeds will be credited to the seller's account unless the seller requests grape-juice to send a cheque in respect of net proceeds after reasonable costs incurred to their given address. Currently no capital gains tax is payable on gains from the sale of wine.

Costs to members
For its services grape-juice charges an initial fee of £100, and thereafter 15% of the monthly amount paid by the member. A standard £25 charge per case will be made for wine sold or taken out of storage subject to a maximum charge of £75 per withdrawal or sale instruction. From time to time and at its sole discretion. grape-juice may offer reduced rates subject to certain conditions.

Wine is purchased and stored in bond. Currently no VAT/duty is payable until wine is removed from bond. Around 10% of member.s monthly payments is set aside to cover additional costs of wine being stored in and removed from bond. Members pay additional costs at the rate paid by grape-juice, thus benefiting from favourable terms that grape-juice enjoys.

Additional costs include:
. Annual storage and insurance (approximately £10 per case per year)
. In the event that the wine is taken out of bond, delivery (approximately £10 per case), VAT and duty
(currently approximately £14 plus VAT per case of still unfortified wine)
. In the event the wine is sold in bond currently no delivery, VAT or duty are payable

Where sufficient funds are held in the member's account, these will be used to pay any additional costs such as those outlined above. Amounts due may also be deducted from the proceeds of wine sold. Otherwise additional payment is due, by cheque or electronic transfer. grape-juice reserves the right to withhold delivery of any wine if amounts are outstanding, until such amount (or equivalent) is received.

Ownership
All wine purchased remains the property of the individual member, unless amounts are owed in which event grape-juice has certain rights (see below). The name of the individual member will appear on each case attributable to that member. All risks and rewards of ownership of each individual case of wine remain at all times with members, including financial, contamination or otherwise, other than as a result of fraud or gross negligence of grape-juice.

Membership
Membership will be granted, at grape-juice's sole discretion, once a duly completed application form and standing order mandate have been received (together membership documentation). Membership will be for a minimum period of 1 year. Completed membership documentation should be sent to grape-juice limited PO Box 49166 London SW19 3YS. Members are accepted at any time, but no wine is purchased until sufficient funds are received by grape-juice. Membership refers solely to the provision by grape-juice to members of wine purchase and administration services as described in this document, and does not imply any economic or legal interest in grape-juice limited.

Termination of membership
Membership will be deemed to have terminated once two consecutive monthly payments have been missed and the member has not responded to a request for additional funds for 30 days or (provided a member has been a member for more than a year) on receipt by grape-juice of a written termination notice. In its sole discretion and without giving reasons grape-juice may refuse or terminate membership at any time, in the case of termination by sending written notice by post to the member.s address as stated above or validly notified to grape-juice. On any termination of membership, grape-juice will be entitled to receive from the member any additional expenses or losses reasonably and properly incurred. Such expenses and losses will be deducted from the balance of the account of the member concerned. Membership will be deemed to have terminated should a member request the withdrawal of cash from their account, other than the proceeds, net of costs, of wine sold on behalf of the member. grape-juice may waive this cash withdrawal termination provision at its sole discretion.

Terminated memberships after more than 1 year
Wine or rights to wine and cash held by grape-juice on behalf of a former member who has been a member for more than 1 year may continue to be held, subject to the storage and costs conditions above, until alternative delivery, storage, or sale instructions are received. If no instruction is received by grape-juice within 12 months of termination or deemed termination of membership, grape-juice reserves the right, in its sole discretion, to sell any wine or rights to wine held at any time thereafter on behalf of the member concerned. Following any such sale, a cheque reflecting the proceeds of any wine sold plus any remaining cash balance, net of any reasonable costs incurred, will be returned to the nominated address of the member concerned. If grape-juice has been unable to return amounts held on behalf of a former member within 24 months of termination or deemed termination of membership, despite grape-juice.s reasonable efforts to do so, any cash balance may be given to a charity of grape-juice's choice.

Terminated memberships before 1 year
Wine or rights to wine held by members whose membership is terminated before 1 year of membership may be sold by grape-juice as soon as is practically possible. Following any such sale, a cheque reflecting the proceeds of any wine or rights to wine sold plus any remaining cash balance, net of any reasonable costs incurred, will be returned to the nominated address of the member concerned. If grape-juice has been unable to return amounts held on behalf of a former member within 12 months of termination or deemed termination of membership, despite grape-juice.s reasonable efforts to do so, any cash balance may be given to a charity of grape-juice's choice.

Member money
All member cash balances will be held in a single client bank account, separate from grape-juice limited funds. A separate record of the cash balance attributable to each individual member will be kept. Members will not receive any interest paid on cash balances, such interest being for the account of grape-juice. Member accounts cannot at any time be overdrawn. Only the net proceeds from the sale of wine can be withdrawn by members from their account without terminating membership.

Member wine
All member wine will be clearly labelled with the name of the individual member and stored separately from grape-juice limited wine. Members and former members with wine still in storage will be sent details of wine held on their behalf at least on an annual basis. This notification may include tasting notes, commentary on the wine and an indication of its likely development.

Other activities
grape-juice may offer additional member services such as a member-only area on the website, wine tastings and other related events. The scope and frequency of such services are at grape-juice.s sole discretion.

Right of sale
Without prejudice to its power of sale in the event of non-payment, grape-juice will have the right to sell all or any wine relating to which no instructions have been given within one year of termination of membership.

Change of details
Members will inform grape-juice of any change of address and contact details. In the absence of valid instructions notifying such change grape-juice shall rely on the address and contact details specified above, irrespective of the knowledge of grape-juice, itsdirectors, officers, employees, representatives and agents.

Notices
Any notice or other communication by members to grape-juice should be sent to grape-juice limited PO Box 49166 London SW19 3YS or info@grape-juice.com. Any such notice shall be valid only if actually received by grape-juice and shall be deemed to have been received at 9.30am London time on the first business day (excluding Saturdays Sundays and public holidays in London) following the date of actual receipt (or earlier in grape-juice.s discretion). Unless requested in writing by the member, correspondence from grape-juice will be via email. Members can correspond with grape-juice by email or surface mail. grape-juice shall not be responsible for failed or delayed delivery of a notice whatever the cause.

Variation of terms & conditions
grape-juice retains the right to vary these terms & conditions at any time. Members will be notified by e-mail of variations to terms & conditions. Any such variations will become effective from the time the notification email is sent. No amendment will affect any legal rights or obligations which may already have arisen. Latest terms & conditions are available on www.grape-juice.com.

Limit of liability
grape-juice will not be liable for any loss in value or deterioration in condition of wine held on behalf of a member, due to wine being stored for too long or any other cause, other than as a result of the direct negligence of grape-juice. This limitation of liability includes but is not limited to negligence by the storage agent. No liability is accepted by grape-juice for advice given regarding wine (other than fraudulent misrepresentation), including but not limited to the expected maturity of the wine.

Quality of wine
grape-juice undertakes for the wine to kept and stored in suitable conditions where reasonably possible but will not responsible for the state or condition of member wine or whether the wine corresponds with the expectations of any description of the wine.

Complaints
Any formal complaints should in the first instance be made in writing to Customer Services, grape-juice limited PO Box 49166 London SW19 3YS.

Force majeure
grape-juice accepts no liability for any direct or indirect loss as a result of actions pursuant to these terms and conditions as a result of circumstances not reasonably within its control.

The Contracts (Rights of Third Parties) Act 1999
The parties to this agreement do not intend that any term of this agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this agreement.

Severability
If any provision of this agreement is or becomes illegal, invalid or unenforceable, that provision shall not affect the legality, validity or enforceability of any other provision of this agreement.

Governing law
These terms and conditions agreement shall be governed under English law and English courts shall have exclusive jurisdiction over any matters arising.

For and on behalf of grape-juice limited, a private limited company incorporated in England and Wales, registered number 4493641 (PO Box 49166 London SW19 3YS). grape-juice is the trading name of grape-juice limited. This document should be read in conjunction with the other information contained in the website www.grape-juice.com. Any statement contained herein or in any other grape-juice limited document should not be construed as an offer to buy or sell wine. No guarantees are given that wine purchased by grape-juice limited for members will increase or retain its value or that there will be a market for onward sale of such wine. Whilst grape-juice limited publications are prepared in good faith, no responsibility is accepted by grape-juice limited, its directors, officers, employees, representatives or agents, for any decisions made on the basis of the information contained in this or any other grape-juice limited document.