Inventory

TERMS OF PAYMENT AND FREIGHT:
The scion, rootstock, vines, bench grafts, and/or other material that are the subject of this contract (collectively referred to as “goods”) are “goods” as that term is defined under Section 2107 of California’s Uniform Commercial Code (UCC). The “Buyer” must satisfy the payments according to the “Payment Schedule” in order to secure the order of goods. If payments are not made according to the “Payment Schedule” Seller reserves the right to cancel the order, and Buyer agrees to forfeit all payments made. The balance is due in full at time of shipping of the goods (unless otherwise indicated in the contract). Unless otherwise stated in this contract, Buyer shall be responsible for the designation of the freight carrier who will deliver the vines. The sale price of the vines is FOB Seller’s place of business (shipping point). In the event Buyer cancels the contract, all payments paid by Buyer to Seller shall be forfeited, and shall remain the property of the Seller, with no further obligation on the part of Seller.

CERTIFICATION OF PLANT MATERIAL:

All goods sold under this contract have been grown in accordance with the California Grape Vine Certification Program. Some of the certified grapevine material from California has been purchased from third parties, and certification tags have been issued to Seller.

PURSUANT TO UCC SECTION 2316. SELLER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE DESCRIPTION, QUALITY, PURITY, RESISTANCE TO DISEASE, TRUENESS TO VARIETY OR PRODUCTIVENESS, OR AS TO ANY MATTER OR MERCHANTABILITY, IMPLIED MERCHANTABILITY, FITNESS OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE GOODS WHICH ARE BEING SOLD “AS IS.”

PURSUANT TO UCC SECTION 2719. BUYER AGREES THAT BUYER’S SOLE REMEDY AND SELLER’S SOLE LIABILITY FOR BREACH OF THIS CONTRACT SHALL BE REFUND OF THE PURCHASE PRICE FOR ANY NONCONFORMING GOODS SOLD UNDER THIS CONTRACT, OR REPLACEMENT OF THE NONCONFORMING GOODS. SELLER HAS THE EXCLUSIVE RIGHT TO SELECT THE REMEDY: BUT IF SELLER CHOOSES TO REPLACE NONCONFORMING GOODS, AND THE REPLACEMENT GOODS ARE ALSO NONCONFORMING, THEN SELLER MUST REFUND THE PURCHASE PRICE OF THE NONCONFORMING GOODS UNLESS BUYER AGREES TO FURTHER REPLACEMENT. BUYER ACKNOWLEDGES AND AGREES THAT BUYER WAIVES ALL RIGHTS TO CONSEQUENTIAL DAMAGES ARISING IN ANY WAY FROM OR UNDER THIS CONTRACT, ANY MISDESCRIPTION OF GOODS, OR INADEQUACY OF THE GOODS, AND REGARDLESS WHETHER BUYER’S CLAIM(S) IS BASED ON BREACH OF CONTRACT OR TORT.

CERTIFICATION ROYALITIES AND SALES TAX:

 FPS Scion Wood .............................................................................................$0.016/vine

 FPS Royalities ................................................................................................$0.08/vine

 CA Rootstock Commission .............................................................................$0.015/vine

 CA Fruit & Nut and Grapevine Nursery Assessment ........................................$ 1% of gross sales

 CA Sales Tax (State, County, City) .................................................................. If applicable

BUYERS RIGHT TO INSPECTION:

Buyer, after providing Seller with reasonable notice and at Buyer’s sole expense, has the right to inspect the goods at any given time during the growing season or after the goods have been graded. After such inspection, Buyer’s failure to deliver a written claim to seller within five (5) days of the inspection shall be deemed irrevocable acceptance of the goods, and an admission by Buyer that the goods fully conform and comply with all the terms and conditions in this contract. Except as stated herein, Buyer waives any rights under UCC Section 2513.

CIRCUMSTANCES EXCUSING SELLER’S PERFORMANCE:

Seller shall have no liability for delay or failure to ship any goods subject to this contract if such delay or failure is due to “Acts of God,” (e.g., strikes, accidents, weather conditions, performance of material (scion wood/rootstock), fire, and regulations imposed by governmental agencies), or circumstances beyond the reasonable control of Seller. If Buyer cancels this Agreement for reasons other than default by Seller, Seller shall retain the deposit and all progress payments received prior to cancellation in addition to all other legal and equitable remedies. If Seller locates a Buyer for the Grapevines which Seller is not obligated to do, and if sale occurs and Seller actually receives payment which exceeds the contract price plus additional expenses (including, without limitation, cost of locating another buyer, accruing interest, attorney’s fees, extra delivery cost, etc. ), then Seller will refund to Buyer any funds which exceed the contract price. Notwithstanding the above, Seller Shall be entitled to retain all payments advanced by Buyer until such mitigating sales proceeds are received, and all expenses are calculated. Any refund shall be without interest and shall not exceed the amount actually paid by Buyer.