Terms and Conditions of Sale and Delivery for Vine Planting Material (AVLB Reben) dated 1.11.2006

General information

1. The following terms and conditions apply to all offers, deliveries and associated legal transactions relating to vine planting stock in accordance with the Seed Marketing Act and the Vine Planting Stock Ordinance (rods, scions, rootstocks, rootstocks, rootstocks, grafted vines, potted vines, cardboard vines).
2. These terms and conditions only apply to winegrowers and other entrepreneurs within the meaning of § 14 BGB (German Civil Code).
3. The AVLB Rebenpflanzgut shall be recognized by the buyer at the latest upon receipt of the first delivery and shall apply for the entire duration of the business relationship. This shall not apply if the buyer was not aware of the content of the GTSD before the first contract was concluded.
4. The contractual partner shall be notified in writing of any amendments to these terms and conditions. The amendments shall be deemed approved if the contractual partner does not object in writing within six weeks of notification. The user shall specifically point out this legal consequence to the contractual partner when announcing the changes.
5. Any terms and conditions of the Buyer deviating from the AVLB Rebenpflanzgut as well as other agreements such as guarantees, amendments and collateral agreements shall only be effective if the Seller expressly agrees to the relevant terms and conditions or agreements in writing.
6. Insofar as legal transactions are concluded verbally or by telephone subject to written confirmation, the content of the letter of confirmation shall be deemed agreed unless the recipient objects immediately. This legal consequence shall be pointed out in the letter of confirmation.

Acceptance of the vine planting material

The buyer is generally obliged to collect the vine planting material at the place of production. Collection must take place within one week of the seller's request for collection. 8 working days after the agreed collection date, but at the latest upon collection, the risk shall pass to the buyer. Delivery agreements to the contrary can be agreed in accordance with 1.5.

Shipping

If shipment is agreed in deviation from 2. above, the Seller shall determine the method of shipment and the loading point for the goods. The Buyer shall bear the costs of shipment. The risk shall pass to the Buyer upon dispatch from the point of sale. Packaging shall be charged at cost price and shall not be taken back.
Transport insurance shall only be taken out at the express request and expense of the buyer to the extent requested by him.

Delivery and delivery dates

1. The day of delivery shall be the day of dispatch or collection.
2. The buyer is obliged to accept partial deliveries (equal to partial deliveries), unless this is unreasonable for him in individual cases.
3. If the Seller does not deliver on time or within the agreed period, the Buyer shall grant the Seller a grace period of at least 5 days for performance (equal to delivery).
   Clause 4.2 shall apply accordingly to deliveries within the grace period. If the seller does not deliver within the grace period or does not deliver in accordance with the contract, the buyer may withdraw from the contract and, if the seller is responsible for the breach of duty, demand compensation instead of performance.
4. If the seller has only effected partial performance despite a reasonable deadline for subsequent performance, section 4.3 sentence 3 shall apply accordingly with regard to the partial performance not effected. However, the buyer may only withdraw from the entire contract and demand compensation instead of performance if he has no interest in the partial performance.
5. The buyer may not withdraw from the contract and demand compensation instead of performance if the seller has delivered up to 5 percent less than the quantity specified in the contract; in this respect, any breach of duty by the seller is irrelevant.
6. The obligation to supply vine planting stock shall in any case be limited to the supply from the Seller's own production (stock obligation). If the vine planting material produced by the seller is not sufficient to supply all the buyers, the seller shall be entitled to supplement this with other suppliers or to reduce the delivery quantity proportionately.

Payment

1. The place of performance for payments is the seller's place of business. Upon collection of the vine planting material in accordance with § 2, the purchase price shall be due immediately concurrently with delivery of the goods. Unless otherwise agreed, the Seller's invoices shall be paid without deduction within 14 days of the invoice date; otherwise the Buyer shall be in default without a reminder.
2. If the price is not yet fixed when the contract is concluded, the seller is entitled to determine the price. If the price determined by the Seller exceeds the price of the previous year's price list of the Seller by more than 10%, the Buyer shall be entitled to withdraw from the contract. The relevant previous year's price list shall be made available to the Buyer on request.
3. If the Seller becomes aware of a significant deterioration in the Buyer's financial circumstances or ability to pay, the Seller shall be entitled to declare all claims arising from the business relationship, including deferred claims and those arising from bills of exchange, to be due immediately and to make further deliveries dependent on advance payment or the provision of security. If a deadline has been set for this advance payment, the seller shall be entitled to withdraw from the contract and demand compensation instead of performance if the deadline expires without result.
4. The seller is only obliged to accept bills of exchange if this has been expressly agreed. Bills of exchange and checks shall in any case only be accepted on account of payment, so that the purchase price claim shall only expire upon payment of the amount stated in the bill of exchange or check and only in this amount.
5. Offsetting against claims of the seller is only permitted with undisputed or legally established counterclaims. The assertion of rights of retention by the Buyer that are not based on the same contractual relationship is excluded.

Quality agreement

The following shall apply exclusively as the agreed quality of the planting stock pursuant to Section 434 (1) sentence 1 BGB:

1. The vine planting material is true to species and variety;
2. vine planting stock produced in Germany meets the requirements of Annex 2 to the Vine Planting Stock Ordinance of January 21, 1986, as amended; seed produced in other countries meets the requirements of the underlying European Directive.
3. The lowest possible pest infestation within the meaning of Annex 2 to the Vine Planting Material Regulations shall be deemed to be pest infestation that is not recognizable with reasonable effort at the time of the transfer of risk according to the state of the art in science and technology.

Notice of defects

1. The buyer must inspect the vine planting material immediately, at the latest within 4 working days of delivery.
2. The buyer must notify the seller of obvious defects in the vine planting material immediately, at the latest within 5 working days of delivery. Non-obvious defects must also be reported to the seller immediately, at the latest within 4 working days of becoming known. The date of receipt of the complaint by the seller shall be decisive. The Seller may require the Buyer to give notice of defects in writing, in which case the deadlines in sentences 1 and 2 shall be extended by three working days, whereby receipt of the notice of defects by the Seller shall be decisive. If the deadlines for the notification of defects are not met, warranty claims are excluded, but in the case of hidden defects in non-commercial business transactions not before the expiry of the warranty period specified in § 9.3.
3. The buyer must store the rejected vine planting material properly and give the seller the opportunity to inspect and check it immediately.

Sample drawing, obtaining an expert opinion

In the event of differences of opinion between the buyer and seller regarding the quality of the vine planting material, the official advisory service responsible for the buyer's registered office must be consulted with the aim of reaching an amicable agreement. If no clarification can be reached in this way, an impartial expert's report binding on both contracting parties shall be drawn up. The expert shall be appointed by the Chamber of Agriculture responsible for the buyer's registered office or the regional council responsible for the buyer's registered office at the request of one of the parties.

Warranty and liability of the seller

1. The Seller shall only be liable to pay damages for breach of duty in the event of intent and gross negligence, unless the Seller injures the life, body or health of the Buyer or a material contractual obligation which is indispensable for achieving the purpose of the contract.
2. In the event of material defects for which the seller is liable, he shall, at his discretion, either repair or replace the goods. Only if the repair or replacement delivery has failed can the buyer reduce the price or withdraw from the contract and, if the seller is guilty of intent or gross negligence, may demand compensation instead of delivery. Sentence 2 shall not apply if the existence of the material defect constitutes a material breach of contract which has made it impossible to achieve the purpose of the contract.
3. Warranty claims expire within one year from the date of delivery. The same applies to breaches of duty by the seller that do not relate to material defects or defects of title, unless the seller violates the life, body or health of the buyer or a material contractual obligation that is indispensable for achieving the purpose of the contract.

Duty to minimize damages

The buyer must take all reasonable measures that are suitable to minimize the damage. If the damage could have been averted or reduced if the defect had been reported as soon as it became apparent, this must also be taken into account when calculating the compensation.

Retention of title, transfer of ownership by way of security

1. All goods delivered by the Seller to the Buyer shall remain the property of the Seller until all claims arising from the business relationship with the Buyer have been settled (goods subject to retention of title). This shall also apply if individual or all of the Seller's claims have been included in a current account and the balance has been struck and recognized. This also applies to claims from checks and bills of exchange that have been established in connection with the business relationship.
2. The Buyer shall not acquire ownership through any treatment or processing of the goods subject to retention of title and the growth in accordance with 11.4, as the Buyer carries this out for the Seller without any obligations arising for the Seller. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to the Seller, the Seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. If the Buyer acquires sole ownership of the new item, the Seller and the Buyer agree that the Buyer shall grant the Seller co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title and shall store it for the Seller free of charge.
3. The buyer may only resell or use the reserved goods for planting in the ordinary course of business.
4. The growth (propagation material and/or grapes) from the vine planting material delivered by the seller shall be assigned to the seller as security upon its separation from the land until all claims arising from the business relationship have been settled in full and shall be held in safekeeping by the buyer free of charge.
5. All claims of the buyer from a resale of the reserved goods are assigned to the seller at the time of the conclusion of the contract to secure all claims of the seller from the business relationship. The buyer is entitled to collect these claims for the seller's account until revoked by the seller.
   The seller's right to collect the claims himself remains unaffected by this. However, the seller undertakes not to collect the claims as long as the buyer duly fulfills his payment and other obligations.
6. The Buyer shall be obliged to insure the goods subject to retention of title appropriately at its own expense, insofar as this is customary, and to notify the Seller immediately of any loss event. In this respect, claims arising from the insurance contract are assigned to the seller in advance until all claims arising from the business relationship have been settled in full.

Use of the vine planting material

1. The buyer undertakes to use the vine planting material only for its intended purpose. In particular, the buyer may not use the vine planting material for the production of propagation material without the prior written permission of the respective variety protection holder or clone breeder, the granting of which is at the discretion of the variety protection holder/clone breeder. This does not affect the processing of the material for breeding purposes to create new clones. Conflicting provisions of the German Plant Variety Protection Act and the European Plant Variety Protection Regulation remain unaffected by this.
2. If the buyer breaches an obligation under clause 12.1, he shall, at the request of the seller or the holder of the plant variety rights, pay the holder of the plant variety rights a contractual penalty amounting to three times the purchase price of the vine planting material. This shall not affect the Buyer's obligation to pay further damages.

Disputes

1. If the parties to the purchase contract are merchants, all disputes arising from or in connection with the purchase contract shall be settled by an arbitration tribunal for seed disputes (see attached list) or an ordinary court of law, at the option of the claimant.
2. The competent court of arbitration for seed disputes or ordinary court for the place of business of the opposing party shall have jurisdiction, unless the parties agree otherwise.
3. The arbitration proceedings shall be governed by the rules of procedure of the competent arbitration court.

Miscellaneous

Should one or more provisions of these AVLB Rebenpflanzgut be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, the parties shall agree on a valid and enforceable provision that comes closest to the economic interests of both parties. The same shall apply in the event that the AVLB Rebenpflanzgut contain an unintended loophole.

LIST OF ARBITRATION COURTS FOR SEED DISPUTES IN ACCORDANCE WITH § 13.1 AVLB REBEN

1. Arbitration court for seed disputes at the Hanover Chamber of Agriculture, Johannsenstr. 10, 30159 Hanover
2. South German Court of Arbitration for Seed Disputes, Kerner Platz 10, 70182 Stuttgart
3. Court of Arbitration for Seed and Plant Variety Protection Disputes at the Mitteldeutsche Produktebörse e.V., Räcknitzhöhe 35, 01217 Dresden