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1. General Terms and Conditions Winemakers

1.1 Scope

1.1.1
These General Terms and Conditions (hereinafter referred to as "GTC") apply between you as a winemaker after you have made a registration on the Grapevine Platform (www.hellograpevine.io) (hereinafter "Winemaker") and GT Grapevine Technologies GmbH, located at Zahnradbahnstraße 17B/5/1, 1190 Vienna, Austria (hereinafter "Grapevine") and regulates the use of the Grapevine Platform for legal transactions between the Winemaker and (1) registered restaurateurs, traders, importers and other market participants who lawfully pursue similar activities in the B2B (business-to-business) sector (hereinafter referred to as "business partners"), and/or with (2) end consumers (business-to-consumers) who are registered via the subdomain "grapevine ab Hof" (www.ab-hof.hellograpevine.io) to gain access to selected goods of the winegrower (hereinafter referred to as "Customers"), business partners and customers together the "Contractual Partners".
1.1.2
By registering on the Grapevine platform, the winemaker agrees to the terms and conditions. 1.1.3
Written offers from Grapevine are subject to change without notice, unless they are expressly designated as binding offers. In general, all offers or verbal commitments by Grapevine require written confirmation.


1.2 Offers, authorization and commitments

1.2.1
In general, the winegrower acknowledges that the Grapevine Platform only allows the trade of wine and sparkling wines and that Grapevine's services are limited to the mediation, data processing and support services for the logistic handling of wine trade via the Grapevine Platform (hereinafter "subject matter").
1.2.2
The winemaker acknowledges the object of Grapevine (as defined above) and therefore also that Grapevine, despite internal regulations and procedures, is not liable under any circumstances for the creditworthiness of the contracting party.
1.2.3
By indicating the respective prices in the overview for each product on Grapevine, the winegrower agrees to the sale of his goods to contractual partners. In the event of rounding errors in the cent range on the Grapevine website for business partners or the website for customers (grapevine ex farm - www.ab-hof.hellograpevine.io), the winegrower shall hold Grapevine completely harmless and indemnify Grapevine.


1.3 Warranty

1.3.1
By indicating the available goods by entering them on the platform, the winegrower acknowledges (i) availability and (ii) correctness of any partial information of the respective goods.
1.3.2.
The winemaker also confirms the quality of the goods and is aware (especially in the case of sales to customers) of all warranty obligations towards the contracting parties. In case of dissatisfaction of a customer with the goods, the winemaker will immediately exchange the defective goods for non-defective ones.
1.3.3.
If not in connection with a valid sales contract between the winegrower and the contracting party, frequent changes of the offer by the winegrower on Grapevine are to be avoided. Grapevine nevertheless reserves the right to request evidence as soon as the frequency of changes increases at Grapevine's discretion or to withdraw from the contract with the winemaker.


1.4 Power of attorney

1.4.1.
By registering as a winegrower and indicating the goods available, the winegrower grants Grapevine the authorisation as described in (i)-(iv):
i. in the case of orders via Grapevine, to conclude purchase contracts with business partners for the goods available on the platform, on behalf of the respective winegrower; and
ii. in the event of damage or accidental loss, to make reasonable efforts to claim recourse on behalf of the winegrower; and
iii. to issue a collective invoice to the respective business partner on behalf of all winegrowers involved in an order in order to collect receivables or to carry out and manage the order processing with customers and payment of the goods via the third party supplier "Stripe"; and
iv. to dispose of the goods on behalf of the winegrower in the event of incorrect delivery and/or other problems associated with the delivery.


1.5 Order processing and logistics procedures

1.5.1.
Orders are accepted exclusively in electronic form on the Grapevine platform.
1.5.2.
Upon receipt of an order by a contractual partner in the profile of the winemaker, the winemaker is obliged to confirm the order via the platform or by email within a maximum of 24 hours Grapevine. By confirming the order (by clicking on the button in the email sent) the winegrower confirms that he/she can hand over the goods to the logistics partner within 1-2 working days as described in 5.3.
1.5.3.
The winemaker is responsible for the correct composition of the package. In case of a wrong delivery the winegrower is liable for any costs incurred. In addition, the winegrower is liable for his own mistakes and omissions, in particular for all consequences: (1) packaging that does not meet the requirements of the agreed transport, (2) incorrect, inaccurate or missing information on the packaging or on the transported goods (Grapevine provides the winemaker with QR Codes in his profile on the Grapevine platform for printing, which the latter must properly affix to the parcel OR the logistics partner carries those QR Code stickers which the winegrower must properly affix), (3) the absence or late provision of the necessary documents, (4) the late provision of the parcels for collection by the logistics partner, (5) the incorrect parcel content (not in accordance with the order).
1.5.4.
In addition, the winegrower is permitted, after consultation with and written confirmation by Grapevine, to enclose the winery's advertising material with the goods. Clearly excluded from this are any materials such as price lists or other measures that entail or could entail circumvention of the Grapevine Platform.
1.5.5.
The winemaker is therefore obliged to prepare the collection of the goods in a timely and orderly manner (after notification in the order overview on the platform) by Grapevines logistics partner with packaging suitable for transport and stress ("shipping cartons") in packages of 6 bottles with 0.75 l capacity or, if appropriate, in a package of 12 bottles with 0.75 l capacity for collection. If the goods are properly handed over in accordance with FCA, liability is transferred to Grapevine's logistics partner as described in 5.6
1.5.6
The mandatory legal standard of the CMR applies to the transport. The logistics partner is liable (fully or conditionally) for loss or damage to the goods if the damage occurred between the time of acceptance and delivery. The maximum liability is 8.33 special drawing rights per kg (depending on the current daily rate). According to the AÖSp, the logistics partner is generally only liable if he is at fault. The liability for loss or damage amounts to EUR 1.09 per kg, but not more than EUR 1,090.09 per claim. Grapevine recommends the winegrower to accept, if necessary, the (non-binding) option of additional insurance of the goods by the logistics partner, as stated on the Grapevine platform (1.5 per thousand of the value of the goods; 10% deductible in the event of damage), which includes damage to goods (i.e. damage that is noticeable without opening the package, e.g. discoloration of the carton due to wine leaking or torn open cartons) with a maximum liability of EUR 1.5 million.
1.5.7.
Until acceptance of the goods by the contracting party, the risk of accidental damage or accidental loss (considered in connection with 5.6) shall be in the sphere of the winegrower. The risk of accidental damage or accidental loss shall automatically pass to the other party upon acceptance by the other party, whereby in the case of a purchase agreement with a business partner, hidden defects must be notified in writing within 3 (three) days. If the purchase contract between the winegrower and the customer takes place, the Consumer Protection Act applies and thus allows the return of the goods for a period of 14 days.
1.5.8.
In case of return by a customer or a wrong delivery, the winegrower bears the risk of sending and/or returning, intermediate storage and other possible costs arising in this connection. The necessary costs of improvement or replacement, especially shipping, labour and material costs, shall be borne by the winegrower. Grapevine shall always endeavour to keep such costs low and to support the winegrower in the handling of the return shipment.
1.5.9.
If the winegrower fulfils all requirements properly, the logistics costs per carton within Austria amount to EUR 5.40 plus taxes and excluding additional insurance.


1.6 Warranty and liability

1.6.1.
The winemaker guarantees that all products placed on Grapevine comply with the relevant (national or, in the case of exports, international) laws in terms of their nature (e.g. minimum shelf life) and presentation (e.g. labelling). The winemaker must indemnify Grapevine completely in this respect.
1.6.2.
Claims for damages against Grapevine are excluded in cases of slight negligence, except for personal injury. The injured party must prove the existence of gross negligence or intent. Claims for compensation become time-barred after 36 (thirty-six) months from knowledge of the damage and the injuring party. Liability for consequential damages is excluded.
1.6.3.
Operational and traffic disruptions and improper logistical processes by Grapevine's logistics partner are considered force majeure and release Grapevine from its delivery and/or collection obligation for the duration of the hindrance, without the winemaker enjoying any extended claims as a result. Partial deliveries and/or pick-ups are possible.


1.7 Grapevine Handshake

1.7.1.
All prices quoted on the Grapevine Platform are exclusive of all taxes and any container deposit. Any applicable taxes are calculated by means of information and automatic calculation. Discounts and/or rebates of any kind do not constitute a claim by the business partner to the granting of those discounts and/or rebates in further transactions and must be agreed with the winemaker on the platform using the "handshake" model.


1.8 Retention of title

1.8.1.
Goods handed over remain the property of the winegrower until full payment has been received from the business partner. Access to the goods by third parties, in particular seizures, must be reported to Grapevine in writing without delay and all information required to enforce the right of ownership must be provided in writing.


1.9 Terms of payment

1.9.1
Unless otherwise agreed in writing between the winemaker and Grapevine, a 'handling fee' of 8% (eight percent) per bottle sold will be charged for each crate sold through Grapevine, which Grapevine will invoice to the winemaker together with shipping and (if applicable) insurance costs. The basis of calculation is the respective bottle price communicated on Grapevine.
1.9.2
After receipt of the invoice, the amount must be transferred to Grapevine within 5 (five) days. Grapevine will then settle the invoice issued by the winemaker for the successfully shipped goods.


1.10 Default of payment, interest on arrears and reminder fees

1.10.1.
In the event of late payment, Grapevine is entitled to charge interest on arrears at 12% (twelve percent) p.a., regardless of whether the winegrower is at fault for the delay. The charging of lower interest on arrears - in particular as a concession to the winegrower – does not constitute a departure from the claim to the charging of 12 % (twelve percent) interest on arrears. EUR 50,- shall be charged to the winegrower for each new reminder.


1.11 Part payments and payments by instalments

1.11.1.
If partial or installment payments are agreed with the winegrower, the loss of deadline occurs in the event of late payment of even a part of an installment within 10 (ten) working days from the due date without a separate reminder, so that all claims including the aforementioned default interest become due immediately. In the event that partial or instalment payments are agreed, the winegrower irrevocably waives the objection of the statute of limitations of the claims.


1.12 Termination

1.12.1.
Notice of termination by the winegrower must be given in writing. The winegrower is obliged to process existing orders. After successful processing, the winegrower will inform Grapevine about the cancellation. In the following Grapevine deletes the winegrower's profile.
1.12.2.
If the winegrower does not adhere to the conditions for using the Grapevine platform described here, Grapevine has the right to discontinue or limit the winegrower's offer to Grapevine.


1.13 Data and data protection

1.13.1.
Grapevine will only pass on the winemaker's personal data to business partners without their consent if such data transfer is necessary for the successful completion of the object, unless Grapevine is entitled or obligated to pass on data due to legal regulations and/or official or court orders. Details can be found in the Grapevine Privacy Policy on the Grapevine website.
1.13.2.
Furthermore, the winegrower agrees that Grapevine may use his name and any materials provided to Grapevine for advertising purposes until revoked.
1.13.3.
In addition, the winegrower agrees to the data processing by the provider "Shopify" (www.shopify.com) in order to sell his goods to customers. Those goods are distributed via the subdomain - ab-hof.hellograpevine.io.


1.14 Place of performance, applicable law and place of jurisdiction

1.14.1.
The place of performance is the registered office of Grapevine (Zahnradbahnstraße 17B/5/1, 1190 Vienna, Austria). Should one or more provisions of these GTC be invalid or ineffective, this shall not affect the validity and effectiveness of the remaining provisions. Austrian law shall apply; the exclusive place of jurisdiction shall be the competent court in Vienna.


2. General Terms and Conditions Business Partner

2.1 Scope

2.1.1.
These General Terms and Conditions of Business (hereinafter referred to as "GTC") apply between you as a B2B customer after you have completed registration on the Grapevine platform (www.hellograpevine.io) (hereinafter referred to as the "Business Partner") and GT Grapevine Technologies GmbH (hereinafter referred to as "Grapevine") and regulate the use of the Grapevine platform for legal transactions between winemaker(s) and the Business Partner, winemaker and Business Partner jointly the "Contractual Partners". Grapevine operates the platform and brings the contractual partners together.
2.1.2.
By registering on the Grapevine platform, you agree to the terms and conditions. Written offers from Grapevine are subject to change without notice, unless they are expressly designated as binding offers. In general, any offers or verbal commitments by Grapevine require written confirmation.


2.2 Offers and commitments

2.2.1.
In general, the Business Partner acknowledges that the Grapevine Platform only permits the trade in wine and sparkling wines and that Grapevine's services are limited to the mediation, data processing and support services for the logistical handling of wine trade via the Grapevine Platform (hereinafter referred to as "subject matter").
2.2.2.
The business partner acknowledges the object of Grapevine and therefore also that Grapevine, despite internal regulations and procedures, is under no circumstances liable for the product quality and accompanying components of the winegrower.


2.3 Warranty and liability

2.3.1.
The Business Partner accepts the goods upon delivery by Grapevines Logistics Partner and confirms that they are free of defects upon receipt. Visible defects and shortages must be noted on the delivery note by the Business Partner at the time of delivery.
2.3.2.
Hidden defects must be communicated to Grapevine in writing without delay, but at the latest within 3 (three) days after acceptance of delivery. If a notice of defect is not made or not made in a timely manner, the goods shall be deemed to be approved. The assertion of warranty claims or claims for damages, as well as the right to contest errors due to defects, are excluded in these cases. The warranty period is 3 (three) months. The business partner bears the burden of proof.
2.3.3.
Claims for damages are excluded in cases of slight negligence, except for personal injury. The injured party must prove the existence of gross negligence or intent. Claims for compensation shall become statute-barred after 36 (thirty-six) months from knowledge of the damage and the injuring party. Liability for consequential damages is excluded.


2.4 Orders

2.4.1.
Orders are accepted exclusively in electronic form on the Grapevine platform.
2.4.2.
By placing an order via the Grapevine Platform, the Business Partner automatically agrees to the purchase contract with the respective winemaker for the products ordered, whereby a valid purchase contract is only valid after receipt of the order confirmation. Grapevine does not become a contractual partner at any time.
2.4.3.
. Orders are accepted only for boxes of 6 (six) bottles, with a minimum order quantity of 30 bottles of 0.75 L (5 cases) per winery, if a collective delivery is desired. For order quantities of less than 5 crates a collected delivery is not possible for reasons of cost. Special orders are possible after consultation with Grapevine and written confirmation.
2.4.4.
The delivery takes place according to the information provided by the business partner on his Grapevine profile. In the event that an announced delivery date is exceeded, the business partner is not entitled to compensation, warranty or other claims.
2.4.5.
The risk of accidental damage or accidental loss is automatically transferred to the business partner upon acceptance by the latter. The business partner is responsible for the acceptance of the purchase order by a legal representative.
2.4.6.
Any costs arising from returns are to be borne by the business partner, unless otherwise agreed with the winegrower (or winemakers).


2.5 Grapevine Handshake

2.5.1.
All prices quoted on the Grapevine Platform are exclusive of all taxes and any container deposit. Discounts and/or rebates of any kind do not entitle the business partner to the granting of such discounts and/or rebates in further transactions and must be agreed on the Platform with the winemaker using the "handshake" model.


2.6 Retention of title

2.6.1.
Goods handed over remain the property of the winegrower until full payment has been received from the business partner. Access to the goods by third parties, in particular seizures, must be reported to Grapevine in writing without delay and all information required to enforce the right of ownership must be provided in writing by email to office@hellograpevine.io.


2.7 Terms of payment


2.7.1 Payments
2.7.1.1.
Payments by the business partner must be made to Grapevine within the period stated on the invoice, starting from the Grapevine invoice date. In the event of late payment, Grapevine is entitled to refuse any deliveries in full until all arrears have been paid and to charge interest on arrears as described in 7.2.1.
2.7.1.2.
The business partner is not entitled to withhold proportionate payments due to incomplete delivery or warranty claims. The offsetting of Grapevine's claims against alleged counterclaims of the business partner is not permitted.
2.7.1.3.
Operational and traffic disruptions and improper logistics processes by Grapevines Logistics Partner are considered force majeure and release Grapevine and Grapevines Logistics Partner from the obligation to deliver and/or collect for the duration of the hindrance, without the business partner enjoying any extended claims as a result. Partial deliveries and/or collections are possible and entitle Grapevine to issue a partial invoice.

2.7.2. Default of payment, interest on arrears and reminder fees
2.7.2.1.
In the event of late payment, Grapevine shall be entitled to charge interest on arrears at a rate of 12 % (twelve percent) p.a., irrespective of whether the contractual partner is at fault for the delay. The charging of lower default interest - in particular as a concession to the contractual partner - shall not constitute a waiver of the claim to the charging of 12 % (twelve percent) default interest. For each new reminder, EUR 50,- will be charged to the contractual partner.

2.7.3. Part payments and payments by instalments
2.7.3.1.
If partial or installment payments are agreed with the contractual partner, the loss of the deadline shall occur in the event that even part of an installment is not paid on time within 10 (ten) working days of the due date without a separate reminder, so that all claims including the aforementioned default interest shall become due immediately. If partial or instalment payments are agreed, the contractual partner irrevocably waives the objection of the statute of limitations of the claims.


2.8 Data and data protection

2.8.1.
Grapevine shall only pass on the personal data of the contractual partners to business partners without their consent if such data transfer is necessary for the successful completion of the object, unless Grapevine is entitled or obliged to pass on data due to legal regulations and/or official or court orders. Details can be found in the Grapevine Privacy Policy on the Grapevine website.


2.9 Place of performance, applicable law and place of jurisdiction

2.9.1.
The place of performance is the registered office of Grapevine (Zahnradbahnstraße 17B/5/1, 1190 Vienna, Austria). Should one or more provisions of these GTC be invalid or ineffective, this shall not affect the validity and effectiveness of the remaining provisions. Austrian law shall apply; the exclusive place of jurisdiction shall be the competent court in Vienna.