General terms and conditions

General terms and conditions of sale and delivery for
Vine plants (AVLB Reben)

This is an translation of our German AGB’s in case of doubt the german version will be valid:

1 General

1.1 The following terms and conditions apply to all offers, deliveries and related legal transactions relating to vine planting material under the german „Rebenpflanzgutverordnung“  and the vine planting commodity ordinance (rods, precious rice, underlay vines, blind wood, root vines, grafting vines, pot free vines, cardboard packaging).

1.2 These conditions only apply to winegrowers and other entrepreneurs within the meaning of § 14 BGB.

1.3 The „AVLB Reben“ planting goods are recognized by the buyer at the latest with receipt of the first delivery and are valid for the entire duration of the business relationship. This does not apply if the buyer could not take note of the contents of the AVLB until the first conclusion of the contract.

1.4 Changes to these conditions will be announced in writing to the contractual partner. The changes shall be deemed approved if the contracting party does not object in writing within six weeks of notification. Upon this legal consequence, the user will particularly inform the contracting party when the changes are announced.

1.5 Conditions deviating from the „AVLB Reben“ planting goods as well as other agreements such as warranties, changes and collateral agreements are only effective if the seller expressly agrees to the terms or agreements concerned.

1.6 Insofar as legal transactions are concluded verbally or by telephone subject to written confirmation, the content of the confirmation letter shall be deemed agreed unless the recipient objects immediately. This legal consequence is indicated in the confirmation letter.

2 decrease of the vine planting material

2.1 The buyer is generally obliged to pick up the vineyard material at the place of production. Collection must be made within one week of being requested for collection by the seller. 8 working days after the agreed pick-up date, but no later than pickup, the risk passes to the buyer. Different delivery agreements may be agreed in accordance with 1.5.

3 shipping

3.1 If the shipping deviates from 2. agreed, the seller determines the manner of a shipment of goods and the loading point for the goods. The buyer bears the cost of shipping. The risk passes with the dispatch from the point of sale to the buyer. Packaging is charged at cost and not taken back.

3.2 Transport insurance is only concluded at the express request and at the expense of the buyer to the extent desired by him.

4 delivery and delivery dates

4.1 The day of delivery is the date of dispatch or pickup.

4.2 The buyer is obliged to accept partial services (equal to partial deliveries), unless this is unreasonable for him in individual cases.

4.3 If the seller fails to deliver on time or on time, the buyer must grant him a period of grace of at least 5 days for performance (equal to delivery).
For deliveries within the grace period, section 4.2 applies accordingly. If the seller does not deliver within the period of grace or not in accordance with the contract, the buyer can withdraw from the contract and, if the seller is responsible for the breach of duty, demand damages instead of the performance.

4.4 If the seller has only effected a partial performance in spite of a reasonable deadline for subsequent performance, section 4.3 sentence 3 shall apply mutatis mutandis with regard to the partial performance not effected. However, the buyer can only withdraw from the entire contract and demand damages instead of performance if he has no interest in the partial performance.

4.5 The Buyer can not withdraw from the contract and claim damages instead of performance if the Seller has under-delivered up to 5 per cent of the quantity stated in the contract; in this respect, any breach of duty by the seller is irrelevant.

4.6 The obligation to deliver vine planting material is in any case limited to the delivery from own production (supply debt). If the vines planted by the seller are insufficient to supply all customers, he is entitled to supplement them with other suppliers or to reduce the delivery quantity on a pro rata basis.

5 payment

5.1 Place of performance for payments is the place of business of the seller. When picking up the vineyard property in accordance with § 2, the purchase price is due immediately after delivery of the goods. Unless otherwise agreed, the Seller's invoices shall be paid within 14 days of the date of invoicing without deductions; otherwise the buyer will be in default without a reminder.

5.2 If the price is not fixed at the conclusion of the contract, 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 is entitled to withdraw. The relevant previous year's price list is to be made available to the buyer on request.

5.4 If the seller becomes aware of a significant deterioration in the buyer's financial circumstances or solvency, the seller is entitled to immediately forfeit all claims arising from the business relationship, including deferred claims and those arising from bills of exchange, and further deliveries from a prepayment or security to make dependent. If a deadline has been set for this advance payment, the seller is entitled after unsuccessful expiry of the deadline to withdraw from the contract and demand damages instead of performance.

5.5 The seller is only obliged to accept bills of exchange upon express agreement. Bills of exchange and checks will in any case be accepted only on account of payment, so that the purchase price claim only expires with the amount of the amount stated in the bill or check and only in this amount

5.6 Offsetting against claims of the seller is only permitted with undisputed or legally established counterclaims. The assertion of rights of retention by the buyer, which are not based on the same contractual relationship, is excluded.

6 Quality agreement

6.1 The agreed quality of the seed material in accordance with § 434 para. 1 sentence 1 BGB shall be limited to the following:

1. The vine planting material is species and species-specific;

2. vine plant produce produced in Germany complies with the requirements of Appendix 2 to the Rebenpflanzgutverordnung of 21 January 1986, as amended; Seeds produced in other countries meet the requirements of the underlying European Directive.

3. The least possible infestation of pests within the meaning of Annex 2 to the Rebpflanzgutverordnung is pest infestation, which according to the state of science and technology can not be recognized with reasonable effort at the time the risk passes.

7 Notice of defects

7.1 The buyer must inspect the vine planting material immediately, at the latest within 4 working days after delivery.

7.2 The buyer must notify the seller of obvious defects in the vineyard property immediately, at the latest within 5 working days after handover. Non-obvious defects are also immediately, at the latest within 4 working days after known, to reprimand against the seller. Decisive is the receipt of the complaint at the seller. The seller may demand the notice of defects from the buyer in writing, thereby extending the periods in sentences 1 and 2 by three working days, whereby the receipt of the complaint at the seller is authoritative. If the deadlines for the notice of defects are not met, warranty claims are excluded, however, in the case of non-commercial business transactions in the case of hidden defects, not before expiry of the warranty period specified in § 9.3.

7.3 The Buyer shall properly store the rejected vine planting material and give the Seller the opportunity to inspect and verify it immediately.

8 sample drawing, obtaining an expert opinion

8.1 In the event of disagreements between the buyer and the seller about the nature of the vineyard property, the official consultancy responsible for the buyer's place of business shall be consulted for the purpose of a friendly settlement. If this has not been clarified, a binding, impartial expert opinion will be drawn up for both contracting parties. The nomination of the expert shall be made by the Chamber of Agriculture competent for the registered office of the purchaser or the regional council responsible for the seat of the purchaser, at the request of a party.

9 Warranty and Liability of the Seller

9.1 The seller is only liable for damages for breach of duty for intent and gross negligence, unless the seller violates the life, body or health of the buyer or a material contractual obligation, which is indispensable for the achievement of the purpose of the contract.

9.2 In the case of material defects for which the seller is liable, he will repair or replace the goods at his discretion. Only if the repair or replacement has failed, the buyer may reduce or withdraw from the contract and, if the seller intent or gross negligence to the load, claim damages instead of delivery. Sentence 2 does not apply if the existence of the material defect constitutes a material breach of contract which is indispensable for the achievement of the purpose of the contract.

9.3 Warranty claims become time-barred from the time of delivery within one year. The same applies to breaches of duty of the seller, which do not relate to material or legal defects, unless the seller violates the life, body or health of the buyer or a material contractual obligation, which is indispensable for the achievement of the purpose of the contract.

10 damage reduction obligation

10.1 The buyer must take all reasonable measures that are suitable to reduce the damage. If the damage had been averted or reduced, if the defect had soon been criticized for its recognizability, this must also be taken into account in the assessment of the damages.

11 Retention of title, transfer by way of security

11.1 All goods delivered by the seller to the buyer remain the property of the seller until the settlement of all claims arising from the business relationship with the buyer (reserved goods). This also applies if individual or all of the seller's claims have been included in a current invoice and the balance has been drawn and recognized. This also applies to claims arising from checks and bills of exchange established in connection with the business relationship.

11.2 By any working or processing of the reserved goods and the growth according to 11.4, the buyer acquires no property, as he does this for the seller, without resulting in obligations for the seller. In the case of processing, combining, blending or mixing the reserved goods with other goods not belonging to the seller, the seller is entitled to the resulting co-ownership of the new object in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending to. If the buyer acquires the sole ownership of the new item, the seller and buyer agree that the buyer grants the seller co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended reserved goods and this for the seller free of charge secures.

11.3 The buyer may resell the reserved goods only in the context of the proper course of business or use for planting.

11.4 The growth (propagating material or / and grapes) from the vines planted by the vendor is assigned to the vendor until the complete settlement of all claims arising from the business relationship as collateral and is kept free of charge by the purchaser.

11.5 All claims of the buyer from a resale of the reserved goods are assigned to the seller at the time of conclusion of the contract to secure all claims of the seller from the business relationship. The buyer is entitled to collect these claims until revocation by the seller for his account.
The right of the seller to collect the claims himself remains unaffected. However, the seller undertakes not to collect the claims as long as the buyer duly fulfills his payment and other obligations.

11.6 The buyer is obliged to adequately insure the reserved goods at his expense, if this is customary, and to inform the seller without delay of any damage. In this respect, claims under the insurance contract are assigned in advance to the seller until the complete settlement of all claims from the business relationship.

12 Use of the vine planting material

12.1 The buyer undertakes to use the vine planting material only for the intended use. In particular, the purchaser may not use the vine planting material for the production of propagating material without the prior written permission of the respective plant breeder or clone breeder, whose grant is at the discretion of the plant breeder / clon breeder. This does not affect a breeding treatment of the material to build new clones. Conflicting provisions of the German Plant Variety Protection Act and the European Plant Variety Protection Ordinance remain unaffected.

12.2 If the Buyer breaches an obligation under clause 12.1, he shall, at the request of the Seller or the plant breeder, pay the Contractor a contractual penalty of three times the purchase price of the vineyard property. This does not affect the buyer's obligation to pay further damages.

13 disputes

13.1 If the parties to the contract of sale are merchants, all disputes arising out of or in connection with the contract of sale shall be decided upon by a tribunal for seed disputes (see attached list) or a court of ordinary jurisdiction at the discretion of the claimant.

13.2 The jurisdiction for the place of jurisdiction of the Respondent shall be that of a tribunal or ordinary court, unless the parties agree otherwise.

13.3 Arbitration shall be governed by the Rules of Procedure of the competent arbitral tribunal.

14 other

14.1 Should one or more provisions of this „AVLB Reben“ planting material be or become ineffective or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the ineffective or unenforceable provision, the parties will agree on an effective and workable provision that comes closest to the economic interests of both parties. The same applies in the event that the „AVLB Reben“ planting material has an unintentional gap.

 

List of arbitration tribunals for seed disputes pursuant to

§ 13.1 AVLB seed

1 arbitration court for seed disputes at the Chamber of Agriculture of Hanover,
Johannsenstr. 10, 30159 Hanover Germany

2 South German Arbitration Court for Seed Disputes,
Kerner Platz 10, 70182 Stuttgart Germany

3 Court of Arbitration for Seed and Variety Protection Disputes at the Mitteldeutsche Produktebörse e. V.,
Räcknitzhöhe 35, 01217 Dresden Germany