CUSTOM CASK

Custom Cask Contract

CUSTOM CASK CONTRACT

THIS AGREEMENT is made on the day you receive a confirmation email from Last Straw that your order has been accepted (the “Effective Date”) between you and LAST STRAW DISTILLERY CORP. (“Last Straw”), a corporation incorporated under the laws of Canada and operating at 40 Pippin Road, Unit 9, Vaughan, Ontario.

Last Straw is a licensed micro-distillery, which creates premium small batch spirits, and you wish to participate in Last Straw’s “Cask Share” program for the type of spirit in the product listing which contains these terms (the “Listing”).

By checking out and paying for your order, you are agreeing to a binding contract on the terms and conditions set out below. Please read these terms carefully before agreeing, and print a copy for your records.

1.   GROUP & SHARE

a.    Each 10% increment purchased is one share, and in this Agreement, the increment you purchase will be referred to as your “Share”.

b.    If you purchase fewer than all of the shares in a cask, you will be grouped together with other purchasers of shares in that ask, and all of the parties who are in on that cask will be known as the “Group”.

Group decisions will be made democratically, based on a majority vote of the number of shares held.

c.    Last Straw will not start production of the spirit until the earlier of:

i.   70% of the cask has been purchased; or

ii.   The expiry of one year after the Effective Date, in which case Last Straw will assume the remaining shares of that cask for the sake of production, and however many buyers are involved in that cask will make up the Group.

2.     OBLIGATIONS

a.    Last Straw will provide the following services:

i.   mash, ferment, and distill a custom cask of the spirit in the Listing;

ii.  dilute and cask the spirit at the ABV and in the cask directed by the Group of the casks which Last Straw currently has in stock;

age the filled cask in Last Straw’s warehouse;

iii.  monitor the development of the spirit by making barrel pulls on an annual basis;

iv. at the earliest of receiving the Group’s instruction, or the expiry of the time in the Listing, pull, filter, bottle and package the spirit as directed by the Group; and

facilitate and pay for lab testing of the finished spirit.

• Last Straw will sell your Share of the finished spirit to you at the prices listed in Section 2.
• You may participate in the manufacture of the spirit to the extent you wish, and are invited to the distillery around each anniversary of the casking of the spirit to participate in the barrel pull in order to monitor the aging process. You may direct Last Straw to mail the barrel pull to you, at your expense.
• Last Straw reserves the right to re-cask the spirit or otherwise manage the aging process as it may deem necessary – this would most likely be to put the spirit in a “spent” barrel to avoid over-oaking the spirit.
• Unless otherwise directed by the Group, Last Straw will bottle the spirit at cask strength in its then-standard spirit bottles, stoppers, and labels under the name decided on by the Group, the cost of which is included in the fees.
• If the Group wishes for the spirit to be packaged in anything other than Last Straw’s standard bottles, stoppers, labels, and tamper-proof seals:The Group will identify their preferred bottle and stopper style, and provide the custom label and tamper proof seal design in high-quality, editable vector digital image files to Last Straw and any direction as to placement and materials within a reasonable time after the casking of the spirit;At the time of bottling, Last Straw will send the Group a quote for the packaging materials, and you will pay your Share of the packaging materials, at cost. Last Straw will not order the non-standard materials until it has been paid in full by the Group.  After being paid in full, Last Straw will order the packaging materials, and bottle and package the spirit as close reasonably possible to the Group’s preferred style and design; andLast Straw reserves the right to make modifications to the label design in order to comply with the legal requirements for spirits labeling at the time of bottling.
• Last Straw will notify you when the spirit is bottled and ready. Within one year after that notice, you will buy your Share of the finished spirit from Last Straw at the price listed in Section 3(b).
• For any spirit which an individual buyer in the Group is unable or unwilling to purchase, the rest of the Group will have a right of first refusal to purchase their share of that buyer’s bottles. Any bottles which are not purchased by the Group within one year after notice that the spirit is ready will revert to Last Straw.

3.   FEES

• You will pay the following service fees by e-transfer to [email protected] or such other method as Last Straw may direct:$320.00 + HST per 10% share for distilling services; and$5.00 + HST per 10% share on each anniversary date of casking for storage and monitoring of the cask;
• When the spirit is ready, you will buy your Share from Last Straw at the minimum retail prices set by the Ontario government applicable at the time of sale. Last Straw will be responsible to remit all applicable taxes at that time. Upon purchase, you will reimburse Last Straw at cost for your Share of:third-party expenses incurred by Last Straw on the Group’s behalf which are necessary to make the finished spirit ready for sale; anddelivery of your Share to you, if applicable.

4.  TERMINATION

• This Agreement will only be terminated uponwritten agreement of the parties;loss or termination of Last Straw’s federal spirits license, should it have no reasonable prospect of regaining such license;the cessation of business, winding up or insolvency of Last Straw; orabandonment by you, meaning any of:

  delivery of written notice of termination or intention not to fulfil your purchase obligations by you to Last Straw;

  failure by you to pay the fee for Services within 3 months of casking, the annual storage fee for three consecutive years, or to purchase the finished Spirit within one year after it is made ready by Last Straw; or

  your failure to buy the finished spirit within one year after the bottling date, provided that Last Straw has sent multiple written notices to you that the spirit is ready for pickup.

• If termination is under Section 4(a)(i) - (iii), then the Group will have the right to:transfer the spirit in bulk to a duly licensed facility of the Group’s choosing at the Group’s expense, provided that the Group gives notice that they are exercising this option within 15 days after the termination date; orhave the right to buy the spirit, in bottles, as if it were a finished spirit under this Agreement, and will also own the barrel in which it was most recently stored. Failure to exercise the transfer option in Section 4(b)(i) will be deemed as choosing to buy the spirit and cask under this Section.
• If termination is a result of abandonment by you under Section 4(a)(iv), all rights in and to the spirit will revert to Last Straw, all funds paid to Last Straw will be forfeited as liquidated damages, and you will not be liable for any further payment under this Agreement.

5.  INTELLECTUAL PROPERTY & CONFIDENTIALITY

• All copyright material, trademarks or trademarkable material, patents or patentable ideas, and industrial designs, whether registered or not including recipes and processes which belonged to Last Straw at the Effective Date, or are later developed or created by Last Straw whether in the course of providing the Services or not, are the exclusive property of Last Straw.
• “Confidential Information” means any information related to the actual or anticipated business of Last Straw, and any business information such as customer or supplier information, work processes, marketing, finances, contracts (including this one), processes, techniques, trade secrets or know-how of Last Straw that is disclosed to you.
• You will keep Confidential Information confidential, and will not disclose Confidential Information to any third party.
• A breach or threatened breach of this Section 5 by you will cause irreparable harm to Last Straw, which cannot be calculated or be adequately compensated by damages alone. Last Straw will be entitled to injunctive relief, specific performance and other equitable remedies, in addition to any other remedies available at law.

6.   GENERAL TERMS

• This Agreement constitutes the entire agreement between the Parties on its subject matter. It supersedes all prior and contemporaneous representations, warranties, and agreements between the Parties on the subject matter.
• If any provision in this Agreement is declared illegal or unenforceable, that provision will become void, and the remainder of the Agreement will remain in full force and effect.
• This Agreement may only be amended by written agreement of the Parties.
• Sections 4(b) & (c), 5, and 6 of this Agreement will survive its termination.
• You will not assign this Agreement without first notifying Last Straw. Last Straw may assign any right, benefit, or obligation under this Agreement upon notice to you.
• This Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective heirs, successors, and permitted assigns.
• The Agreement will be governed in accordance with the laws of the Province of Ontario and the laws of Canada which apply in Ontario.
• The provisions of this Agreement may only be waived by an instrument in writing signed by an authorized officer of a Party.  No waiver of any provision of this Agreement will constitute a waiver of any other provision, or of the same provision on another occasion.
• Any notice required by this Agreement must be delivered by email to you at the email address accompanying your order and payment, or to Last Straw at [email protected]. Notice is deemed to be delivered one day after sent via email. The Parties will keep each other updated as to any changes to their address for notice.
• You and Last Straw agree to forming a binding contract by electronic means.

(end of Agreement)