GBW Capital: Terms and Conditions

l.l: INTERPRETATION:

In these conditions: Trading - means the purchase and sale of seed products and
any offered by the senior 'Buyer' means the person who accepts a quotation of the
seller for the sale of the products or whose order for the products is accepted by the
seller.

'Conditions' means the standard terms and conditions of the sale set out in this
document and (unless the context otherwise requires), includes any special terms
and conditions agreed in writing between the buyer and seller.

'Contract' means the contract for the purchase and the sale of agricultural seeds,
Amenity seeds, Wild Flower seeds and any other product offered by the seller.

'Products' means the seeds or services, which the seller is to supply in accordance
with these conditions.

'Seller' means GBW Capital Limited with company number 07463017, the sole and
legal owner of the trademark GBW Grass Seed registered in the United Kingdom.

'Writing' includes telex, facsimile transmissions and comparable means of

communication, (e.g. email).

1.2
Any reference in these conditions to any provision of a status shall be construed as a
reference to that provision as amended re-enacted or extended at the relevant time.

1.3
The headings in these conditions are for convenience only and shall not affect their
interpretation.

2.1: GENERAL:
Unless otherwise agreed in writing these terms and conditions apply to all quotations
and sales made by GBW Capital

2.2
The seller shall sell and the buyer shall purchase the products in accordance with
any written quotation of the seller which is accepted by the buyer, or any written
order of the buyer which is accepted by the seller, subject in either case to these
conditions, which shall govern the contract to the exclusion of any other terms and
conditions subject to which any such quotation is accepted or purported to be
accepted, or any such order is made or purported to be made, by the buyer.

2.3
No variation to these conditions shall be binding unless agreed in writing.
2.4
The seller's employees or agents are not authorised to make any representations
concerning the products unless confirmed by the seller in writing. In entering into the
contract the buyer acknowledges that it does not rely on and waives any claim for
breach of, any such representations, which are not so confirmed.

2.5
Any advise or recommendation given by the seller or its employees or agents to the
buyer or its employees or agents as to the storage, application or use of the products
which is not confirmed in writing by the seller is followed or acted upon entirely at the
buyers own risk and accordingly the seller shall not be liable for any such advice or
recommendation which is not so confirmed.

2.6
Any typographical, clerical or other error or omission in any sales literature,
quotation, price list, acceptance of offer, invoice or other document or information
issued by the seller, shall be subject to correction without any liability on the part of
the seller.

3.1: OUALITY OF GOODS

All information concerning the goods and their performance given orally or in writing
by GBW Capital, is given in good faith, but is not to be taken as representation by
GBW Capital as to performance of goods sold, which will be dependent on the local
climatic and other conditions. Sales are made by GBW Capital on the understanding
that the buyer has satisfied himself of the suitability of the goods for his
requirements.

3.2
All other goods comply at the time of delivery unless otherwise stated with at least
the minimum standards of the UK seeds regulations and/ or EEC Seeds Directives
and/ or other relevant UK Statutory provisions then in force.

4.1: PRICE & ORDERS:

Unless otherwise stated.

4.2
Quantities of goods sold mean within 5% over or under the stated amount. The
buyer shall be responsible to the seller for ensuring the accuracy of the terms of any
order submitted by the buyer and for giving the seller any necessary information to
the products within a sufficient time to enable the seller to perform the contract in
accordance with its terms.
4.3
The seller reserves the right by giving notice to the buyer at any time before delivery,
to increase the price of the products to reflect any increase in the cost to the seller
which is due to any factor beyond the control of the seller, (for example; without
limitation, any foreign fluctuation currency regulation, alteration of duties, significant
increase in the costs of labour, materials or other costs of manufacture) any increase
caused by payment of a royalty under the 'Plant Varieties & Seeds Act of 1964' or
increase in any such payment any change in delivery dates, quantities or
specifications of the goods is requested by the buyer, or any delay caused by any
instructions of the buyer or failure of the buyer or failure of the buyer to give the
seller adequate information or instructions.

4.4
The price is exclusive of any applicable value added tax, which the buyer shall be
additionally liable to pay to the seller, on some specific seed products provided. All
other seed is exclusive of value added tax.

5.1 DELIVERY:

(A) Delivery dates given by GBW Capital are reasonable estimates only and GBW
Capital will accept no liability arising from early or late delivery.

(B) If the buyer refuses or fails to take delivery of the goods or fails to make payment
when due, GBW Capital reserves the right to repudiate further performance and to
hold the buyer liable for any loss thereby arising.

(C) GBW Capital may withhold delivery until the buyer has made all outstanding
payments under any contract with GBW Capital.

6.1 PROPERTY AND RISK:

Property in goods shall not pass to the buyer until payment has been made in full.
Risk will pass on the earlier of delivery to the buyer or to the buyer's carrier, or carrier
arranged by GBW Capital on the buyers behalf.

6.2
Not withstanding delivery and the passing of risk in the products, or any other
provision of these conditions, the property in the products shall not pass to the buyer
until the seller has received cash or cleared funds, payment in full of the price of the
products and all other goods agreed to be sold by the seller to the buyer for which
payment is then due.

6.3
Until such time as the property in the products passes to the buyer, (and provided
the products are still in existence and have not been resold), the seller shall be
entitled at any time to require the buyer to deliver up the products to the seller and if
the buyer fails to do so forthwith, to enter upon any premises of the buyer or any
third party where the products are stored and repossess the products.
6.4
The buyer shall not be entitled to pledge or in any way charge by way of security for
any indebtedness of any of the products which remain the property of the seller, but
if the buyer does so all moneys owing by the buyer to the seller shall, (without
prejudice to any other remedy of the seller) forthwith become due and payable.

7.1: INSOLYENCY OF BUYER:

This clause applies it:

7.2
The buyer makes any voluntary arrangement with its creditors or becomes subject to
an administration order or, (being an individual), or, (being a company), goes into
liquidation, (otherwise than for the purposes of amalgamation or reconstruction); or:

7.3
If there is a repossession, or a receiver is appointed, of any of the property or assets
of the buyer; or:

7.4
The buyer ceases, or threatens to cease to carry on business; or:

7.5
The seller reasonably apprehends that any of the events mentioned above is about
to occur in relation to the buyer and notifies the buyer accordingly.

7.6
If this clause applies then, without prejudice to any right or remedy available to the
seller, the seller shall be entitled to cancel the contract or suspend deliveries under
the contract without any liability to the buyer and if the products have been delivered
but not paid for the price shall become immediately due and payable not
withstanding any previous agreement or arrangement to the contrary.

8.1 : AVAILABILITY;
Where the seeds of the contract description are at GBW Capital, disposal at the time
agreed for delivery are insufficient quantity, to meet demand GBW Capital shall not
be obliged to buy such goods to make up the shortfall and shall have the right in
apportion available stock between buyers at GBW Capital absolute discretion and
treat any accepted order as amended accordingly.
GBW Capital will give buyers as longer notice as possible of any apportionment if
this situation was to arise.

9.1: CANCELLATION:
If the buyer cancels in part or as a whole any order that has been accepted by GBW
Capital, the buyer shall be liable to pay GBW Capital a fair and reasonable estimate
of the likely cost to GBW Capital arising out of the cancellation.
l0.l: ACCEPTANCE:
The buyer must inspect goods immediately on receipt and must within 5 days, give
notice to GBW Capital of any defect in quantity, quality or condition apparent on
reasonable inspection.
Written confirmation of such notice must reach GBW Capital by facsimile, letter or e-
mail within 14 days of delivery. If any buyer fails to give such notice and confirmation
in the time stated, the goods shall be deemed in accord with the contract and the
buyer will be bound to accept and pay for them. A delivery note for the goods that
are noted as damaged must be marked 'Goods Received and Damaged' signed
printed and dated.

11.1: TERMS OF PAYMENT:

All invoices are payable within one month of receipt of invoice, unless agreed in
writing with GBW Capital for special terms. GBW Capital reserve the right to charge
interest at 3% per month or part month on overdue payments. If any order is made or
resolution passed for winding up, or the buyer goes into liquidation, (other than for
amalgamation or reconstruction), all sums outstanding will become immediately due.

11.2
Subject to any special terms agreed in writing between the buyer and the seller, the
seller shall be entitled to invoice the buyer for the price of the products on or at any
time after delivery of the products, unless the products are to be collected by buyer
or the buyer wrongfully fails to take delivery of the products. In this event the seller
shall be entitled to invoice the buyer for the price at any time after the seller has
notified the buyer that the products are ready for collection or, (as the case may be),
the seller has tendered delivery of the products.

12.1: SELLERS LIABILITY:

Subject to the conditions set out below, the seller warrants that the products will
correspond with their variety, purity, germination or other specifications stated in the
sellers quotation or acknowledgement of order and at the time of delivery will comply
with the UK and EEC Seed Regulations or other relevant regulations from time to
time in force.

12.2
All sales of certified seeds as determined by the 'Seeds and Plant Varieties Act of
1964, are subject to final certification of suitable stock.

12.3
The seller, subject to the following conditions' gives the above warranty:

12.4
The seller shall be under no liability under the above warranty, (or any other
warranty, condition or guarantee)' if the total price for the products has not been paid
by the due date for payment.

12.5
Subject as expressly provided in these conditions and except where the products are
sold to a person dealing as a consumer, (within the meaning of 'The Unfair Contract
Terms Act of 1977), all warranties, conditions or other tamers implied by statute or
common Law, are excluded the fullest extent permitted by law.

12.6
Where any valid claim in respect of any of the products which is based on any defect
in the quality or condition of the products or their failure to meet specification is
notified to the seller in accordance with these conditions', the seller shall be entitled
to replace the products, (or the part in question), free of charge or at the sellers sole
discretion refund to buyer the price of the products, (or a proportionate part of the
price), but the seller shall have no further liability to the buyer.

12.7
Except in respect of death or personal injury caused by the seller's negligence, the
seller shall not be liable to the buyer by reason of any representation, or any implied
warranty, condition or other term, or any duty at common law, or under the express
terms of the contract of the contract, for any consequential loss or damage, (whether
for loss of profit or, otherwise), costs, expenses or other claims for consequential
compensation whatsoever, (and whether caused by negligence of the seller,
it's employees or agents or otherwise), which arise out of or in connection with the
supply of products or services, or their use or resale by the buyer, except as
expressly provided in these conditions.

l3.l: FORCE MAJEURE:

GBW Capital shall not be responsible for delay in delivery of goods sold or part there
of nor the buyer for delay in accepting or taking delivery occasioned by any event
beyond the reasonable control of the parties including but not limited to act of God,
legal requirements, strike failure of transport, machinery or power, adverse weather,
failure or disease of crops, provided that written notice is given to the party to the
contract within l5 days of the defaulting party's knowledge of the occurrence.

l4.l
All disputes concerning or arising out of the conditions of sale to which they apply
shall be referred to a single arbitrator to be agreed by GBW Capital and the buyer, or
failing agreement to be nominated by the chairman of the United Kingdom
Agricultural Supply Trade Association Ltd England. Unless otherwise agree4d
arbitration shall be carried out in England subject to the Arbitration Act 1950, as
subsequently amended and re-enacted.

l5.l: INTERPRETATION OF LAW;

15.2
The construction, validity and performance to which these conditions apply shall be
governed by English Law.

15.3
Any notice required or permitted to be given by either party to the other under these
conditions shall be in writing addressed to that other party at it's registered office or
principal place of business or such other address as may at the relevant time have
been notified pursuant to this provision to the party giving the notice.

15.4
No waiver by the seller of any breach of contract by the buyer shall be considered as
a waiver of any subsequent breach of the same or any other provision.

15.5
If any provision of these conditions is held by any competent authority to be valid or
unenforceable in whole or in part, the validity of the other provisions of these
conditions and the remainder of the provisions in question shall not be affected
thereby.