1. GENERAL: These Terms and Conditions (the “Terms and Conditions”) shall apply to the Delivery Documents in relation to the purchase of seeds (the "Products") from any customer who purchases seeds from Origene Seeds Ltd. ("Customer" and "Origene", respectively).
   For the purpose of these Terms and Conditions, Delivery Documents shall include, without limitation, these Terms and  Conditions and/or any purchase orders and/or Proforma Invoices and/or any ancillary document relating to the purchase of the Products to the exclusion of all other terms that Customer may seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
   Origene may issue a new version of these Terms and Conditions which shall be immediately effective on notice to Customer. Variations to the current version of these Terms and Conditions have no effect unless expressly agreed in writing and signed by Origene.
    
2. PRODUCT AVAILABILITY: All Products are subject to availability of crop. All orders are filled on a first order basis.
    
3. TERMINATION OF THE ORDER OR PAYMENT TERM CHANGES:  Origene reserves the right to terminate any order, or Origene may change the terms of payment of any order, if at any time prior to shipment of the order, (i) Origene deems there is a significant change in Customer’s financial condition; (ii) there is a breach by Customer of any  Delivery Documents and such breach is not cured within seven (7) days of Origene’s notice to Customer identifying such breach; or (iii) if any petition is filed or proceeding commenced by or against Customer under any state or federal law relating to bankruptcy, reorganization, receivership or assignment for the benefit of creditors. Any such termination order or change of payment terms will be without liability to Origene, and shall be effective upon notice by Origene to Customer.
    
4. CHANGES: Changes to the specifications of the order requested by the Customer are subject to approval of Origene in writing. In the event of any such change, Origene shall be entitled to revise its price and delivery schedules to reflect such change.
   Orders are deemed accepted upon the approval of Origene in writing of the purchase order.
   Subject to the above, If Customer cancels in whole or part any order accepted by Origene after Origene's approval of the order, Origene may charge Customer a liquidated sum of damages equal to 30% of the total order as compensation for the loss to Origene arising out of such cancelation. The parties agree that such liquidated sum represents a genuine pre-estimate of the loss.
    
5. SHIPMENTS: Products will be shipped FOB origin. All taxes, insurance fees, shipments costs and associated charges will be added to the invoice and paid by the Customer.  Customer shall provide all necessary information to enable Origene to fulfill the order. Dates specified by Origene for delivery are estimated only and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery will be within a reasonable time. Origne makes no guarantees or warranty as to the delivery of dates and shall not be liable if Customer dates are not made.
   If Customer specifies a carrier, the goods must be picked up at the place of business of Origene or Origene’s supplier within three (3) business days of written notification by Origene that the goods are completed by Origene or Origene’s supplier. If Customer fails to coordinate pick-up of the goods within such three (3) day period, Origene or Origene’s supplier may store Products until pickup whereupon Customer will be liable for all related costs and expenses (including without limitation storage and insurance).
    
6. DELIVERY: If for any reason Customer will not accept delivery of Products when they are ready for delivery or Origene is unable to deliver Products on time because Customer has not provided appropriate instructions documents, licenses or authorizations (a) risk in Products passes to Customer (including for loss or damage); and (b) Products will be deemed to be delivered. If 7 days after Origene notified Customer that Products were ready for delivery and Customer has not accepted delivery, Origene may resell or otherwise dispose of all or part of the Products and after deducting storage and selling costs, account to Customer for any excess over the price of Products or charge customer for any shortfall bellow the price of Products.
   Origene may deliver Products by installments which shall be invoiced and paid for at the pro rata agreed upon rate. Each installment is a separate contract. Delays or defects in installments shall not allow Customer to cancel any other installment.
   Customer shall not reject Products in case of insignificant deviations, including without limitation up to 5% more or less than the quantity of Products ordered.
    
7. PROPERTY AND RISK: Property and title to the Products shall remain with Origene until such time that all moneys owing by the Customer to Origene are paid in full. The risk in the Products purchased shall, unless otherwise agreed in writing, pass to the Customer immediately upon the Products leaving Origene premises.
   Until ownership of Products passes to Customer, Customer must (a) hold Products on a fiduciary basis as Origene bailee; (b) store Products (at no cost to Origene, unless otherwise agreed in writing) separately from all other products of Customer or any other third party so as to remain readily identifiable as Origene property; (c) not remove, deface or obscure identifying marks or packaging on or relating to products; (d) maintain Products in satisfactory condition insured on Origene's behalf for their full price against all risks to Origene's reasonable satisfaction. On request Customer shall produce the insurance policy to Origene; (e) hold insurance proceeds on trust for Origene and not mix them with other money, nor pay the proceeds into an overdrawn bank account; and (f) notify Origene immediately if it becomes subject to any event as bankruptcy order made against Customer or Customer makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statute for the time being in force for the relief of insolvent debtors or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the propose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of Customer or for the granting of an administration order of Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of Customer.
   Origene shall be entitled to recover payment for Products notwithstanding that ownership of any of the Products has not passed from Origene to Customer.
   Customer grants Origene, its agent and employees the right to enter any premises at any time where Products are or may be stored to inspect them or, where Customer right to possession has terminated, to recover them. All recovery costs incurred by Origene in this regard shall be paid by Customer.
   Customer shall cooperate in any measures necessary for the protection of Origene's title and rights. In particular, it authorizes Origene to enter into or register any reservation of property in the required form of public registers, books or similar records, or in accordance with any relevant laws and undertakes to complete and fulfill all appropriate formalities.
     
8. WARRANTY: Origene certified that the Products are conventional seeds, meaning that they have been produced from parental seeds, which were not genetically modified and have been produced according to specifications developed to minimize the adventitious presence of impurities, including genetically modified impurities. Origene further certified that its production methods are based on accepted industry standards for seed production and seed purity.
   Origene warrants that the Product will be free from material defects, provided that the Products were stored, shipped, handled, operated and maintained by the Customer in accordance with the recommendations in effect from time to time set forth in Origene’s manual and/or in strict compliance with the International Seed Federation rules ("ISF") and/or other written instructions by Origene and have not been modified without Origene's prior written approval.
   Without derogating from the generality of the above said, Origene warranties do not apply to defects in the Product resulting from:
   Bacterial Fruit Blotch (BFB), Gummy Stem Blight (GSB) and Cucumber Green Mottle Mosaic Virus (CGMMV), diseases as detailed in Annex A to these Terms and Conditions.
   Abuse or misuse, including improper storage and/or improper site preparation and/or inadequate maintenance;
   Unauthorized modification;
   Abuse, negligence, accident, loss or damage in transit;
   An unsealed package and/or a Product that was received and/or provided and/or delivered not in its original package;
   Any inaccuracy in the information provided;
   The warranty shall only apply to the germination of the Products for a period of six (6) months as of the manufacturing date marked on the Products (the "Warranty Period"), provided however, that the Products were kept in proper storage of less than 15 degrees Celsius. During the Warranty Period, Origene warrants against material defects arising out of Origene's faulty materials workmanship or production, provided that Origene received written notice of the defective Product, in accordance with this Terms and Conditions, prior to the end of the Warranty Period and that Origene has been afforded a prompt and reasonable opportunity to inspect any item as to which any claim is being made.
    
9. RETURNS OF DEFECTIVE GOODS: During the Warranty Period if Customer deems the Product defective, Customer must give Origene written notice with reasonable details. The notice must be made within 10 days after Customer learns of the facts on which such notice is based. All notices not made and received by Origene within the time period specified above shall be deemed waived. Origene will determine if the defect was caused by improper installation or maintenance by Customer. If the non-conformance of the goods is the result of defects in materials or workmanship, Origene will replace the goods.  Delivery of replacement goods will be based upon the delivery lead times of Origene’s suppliers. If the goods are to be replaced, Origene will issue Customer a written authorization to return the goods prepaid freight to Origene or it's the supplier, as the case may be.
    
10. QUALITY: All information concerning the Products and their proformance given orally or in writing by Origene is given in good faith, but shall not be a representation by Origene as to Products proformance or suitability. Proformance may depend on local climatic and other conditions. Sales are made by Origene on the basis that Customer has satisfied itself of the suitability of the Products for its requirements.
     
11. PRICING,  TAXATION  AND  PAYMENT  TERMS: Prices  stated  on  the  body  of  any confirmation or Proforma Invoice does not  include taxes of any sort. The amount of any tax applicable to the Customer purchase of the Product shall be added to the invoice and paid by the Customer. Standard payment terms are thirty (30) days from the date of the air way bill. Origene reserves the right to correct errors on invoices.  Customer may not set-off amounts owing to it by Origene against amounts due to Origene from Customer. If Customer fails to pay Origene sums due under the contract all outstanding invoices and payments payable to Origene shall become due immediately. In addition, all past due accounts will bear interest at the rate of the lesser of: (i) 1.5% per month; and (ii) the maximum rate permitted by applicable law, from the date the payment was due and until the date of actual payment. Unless otherwise is provided in the invoice or the Proforma invoice, prices of the Products may be varied and are subject to change throughout the year without notice to the Customer. Without prejudice to any of the rights or remedies of Origene, Origene shall have the right to cancel any further deliveries if Customer or a fails to make any payment when due.
    Origene may set-off amount owing to it by Customer against amounts due to Customer from Origene.
    Customer shall reimburse Origene for all administrative and legal expenses incurred by Origene in the collection of any such amounts payable by Customer. Should Origene
    easonably believe that Customer's financial condition is insufficient to meet Customer's payment obligations when due, Origene reserves the right to make delivery of all or part of Products subject to satisfactory payment guarantees or pre-payment. Origene may be giving notice to Customer at any time before delivery, increase the price of Products due to (a) any factor beyond Origene's control (including without limitation foreign exchange fluctuations and tax or duty increases), (b) acceptance by Origene of Customer's request to change the delivery date(s), quantities or types of Products ordered, or (c) delay caused by any Customer instructions or failure to give Origene adequate or accurate information or instructions.
     
12. DISCLAIMERS AND LIMITATION OF LIABILITY: The foregoing warranties are Origene’s sole and exclusive warranties regarding the Products and any part thereof, and there are no other warranties, liabilities or guarantees, express or implied (including any patent warranties or warranties of merchantability or fitness for a particular purpose), of any nature whatsoever, whether arising in contract, tort, wrongful act, negligence of any degree, strict liability or otherwise, with respect to the Products or any part thereof delivered hereunder and/or with respect to any non-conformance or defect in any such Products and/or any part thereof delivered hereunder, including but not limited to any liability of Origene for any incidental, special, punitive or consequential damages, including, without limitation, loss of revenues and/or profits or loss of business from the failure, in part or in full, of any goods acquired by customer from Origene. The sole and exclusive remedy for any breach of warranty shall be the replacement of the warranted goods within the Warranty Period. There is no warranty with respect to damage caused by normal wear and tear of the Products or any part thereof. 
    Customer acknowledges that any variety or descriptive information furnished in relation to the product based upon information received from Origene is provided as guidance only. The Customer accepts responsibility in relation to any delays in accepting the product and recognized that significant variations may occur in the particular product due to geographic location, climate soil type, soil conditions, cultural management practices and other growth factors. The Customer accepts that Origene have no control of any element of plant handling or exposure to weather, insects or disease, and cannot offer any guarantees of plant survival or vigor.
    Origene assures no liability for advice given or results obtained from advice, all such advice being given and accepted at Customer's risk. Customer is responsible for making its own tests and verifications before applying advice.
     
13. NO OTHER WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORIGENE DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED.
     
14.  INTELLECTUAL PROPERTY AND RESTRICTIONS: Origene owns or has the right to exercise the intellectual property rights in Products including without limitation trademarks, plant variety protection, patent rights and know-how ("Intellectual Property Rights"). the Customer shall not use, modify, create derivative works of, make, have made, display, perform, reproduce, distribute, sell, sublicense or otherwise exploit Origene's Products in any way for any purpose except as permitted under this Agreement.  For the purpose of protecting Origene's Intellectual Property Rights and trade secrets, the Customer shall not infringe any intellectual property rights in Products, disassemble, de-compile, or reverse engineer any part of Origene Products.  The Customer agrees not to apply to register or register any Origene Trademark or any mark or logo similar to or containing any Origene's Trademark except when such mark or logo is registered in Origene’s name with Origene’s prior written consent.  The Customer shall not contest Origene’s ownership of or rights in the Origene's Trademarks.  All usage of the Origene Trademarks shall inure to Origene’s benefit. Any change or replacement of the original packaging of the Product shall immediately expropriate the warranty of the Product. Customer shall immediately inform Origene of any infringement claims or legal proceedings involving Customer regarding the Intellectual Property Rights. Customer agrees to discuss and agree with Origene or the defense strategy that shall be used.
    Customer shall not use the Products, or propagating material or harvested material derived from planting the Products, for any further propagation of the variety, nor offer for sale, sell or otherwise market the Products, propagating material or harvested material for such purpose unless the Products were provided for that purpose or as permitted under applicable law. Customer shall grant Origene or its designee direct access to Customer's premises, including fields and greenhouses, and to premises of third parties performing services for Customer, to enable an audit of Customer's compliance with these Terms and Conditions. Customer shall, at Origene's request, grant reasonable access to all relevant administrative records.
15. PROFORMANCE: Origene will not be responsible for any  claims or costs, including, without limitation, late fees or  penalties, levied by Customer for delays caused by, but not limited to, strikes, lockouts, accidents, fire, delay in   transportation,  acts  of  god, embargoes,  governmental  action  or  any  other  causes beyond Origene’s reasonable control.
     
16. MISCELLANEOUS: All notices and communications hereunder shall be in writing and shall be deemed to have been duly given when: (i) immediately if delivered personally, or received by facsimile or similar means of communication, or (ii) within five (5) days if delivered by registered mail or courier. Either party hereto shall designate its address by providing written notice of such address to the other party hereto.
    These Terms and Conditions shall be construed and enforced in accordance with and governed by the laws of the state of Israel, without reference to conflict of laws principles. The competent courts of Tel Aviv-Yaffo shall have exclusive jurisdiction and venue over any dispute arising out of and in connection with theses Terms and Conditions and the Customer hereby consents to the jurisdictions of such courts.
    Products may be subject to export control law and regulations and Customer shall comply with these, including without limitation the EU "Denied Persons List", US Export administration regulations, US sanction regimes, US trade embargos, the "Entity List" or "Denial Persons List" of the US department of Commerce or "Specifically Designated Nationals and Blocked Persons" list of the US Department of Treasury. Origene may refuse orders or terminate the Delivery Documents with immediate effect where it considers it is restricted for export control reasons.
    If a provision of these Terms and Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions and sub-provisions shall continue in full force and effect.
    The waiver by one party of a breach of any provision of the Delivery Documents by the other party shall not operate or be construed as a waiver of any  subsequent or continuing breach by the waiving party.
    Origene may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the contract. Customer may not transfer, assign, charge, deal or sublicense all or any part of the Delivery Documents, except with the express prior written consent of Origene. A person who is not a party to the contract shall have no rights under or in connection with it.
    All terms of the Delivery Documents shall be binding upon and inure to the benefit of the parties hereto, including any successors or permitted assigns.
    Unless specifically agreed in writing, these Terms and Conditions, with each purchase order, cancels and supersedes all prior negotiations and understandings between the parties relating hereto, and embodies the entire agreement and understanding between such parties with respect to the matters covered hereby, notwithstanding the delivery of any other terms and conditions and/or similar documents or agreements by Customer to Origene. If there is a conflict between a provision in these Terms and Conditions and the terms of a specific Proforma Invoice than the terms of the Proforma invoice shall govern and control.

Annex A

Bacterial Fruit Blotch (BFB), Gummy Stem Blight (GSB) and Cucumber Green Mottle Mosaic Virus (CGMMV) are serious and highly infectious diseases which constitute a significant risk in many areas of watermelons and/or melons' cultivation and production. The pathogens causing BFB, GSB and CGMMV can be introduced into a field by infested seed, infected transplants, volunteer cucurbits and mechanical means or naturally spread from alternate hosts. In addition to loss of yield, these diseases can cause long-lasting contamination of the fields and/or plant nurseries.

Seeds cannot be treated to completely eliminate BFB, GSB and CGMMV. While No known test for the presence  of  BFB  and/or  GSB and/or CGMMV  in  seeds  is 100%  reliable,  Origene  is testing all of its watermelon and melon seed lots Consequently, Origene will have tested the number of seedlings from each lot as pursuant to the current industry approved standards, and found no symptoms of BFB, GSB and CGMMV to be present within the known limits of detection. Nevertheless, Origene is using its best efforts to test and/or treat all of its watermelon and melon seed lots.

It is very important that before purchasing watermelon seeds, you understand the risk of BFB, GSB and CGMMV that Customer is assuming.

Origene hereby represents and warrants that it has not detected the presence of BFB and/or GSB and/or CGMMV in any such representative samples.  Origene is using its best efforts to reduce the risks of seed borne infection of BFB, GSB and CGMMV. Origene does not warrant that seeds provided hereunder are completely free of BFB and/or GSB and/or CGMMV and does not assume any responsibility for the occurrence of the same from seeds, plants, or the fruit produce and cannot further guarantee that BFB, GSB and CGMMV may not be introduced to such seeds and/or watermelon or melon plants from outside sources at a later time.

ACKNOWLEDGING THE ABOVE, IF THE CUSTOMER STILL WISHES TO PURCHASE OR ACCEPT ORIGENE WATERMELON   AND/OR MELON SEEDS OR PLANTS THE CUSTOMER IS WILLING TO ASSUME ALL RISKS OF LOSS ASSOCIATED WITH BFB, GSB AND CGMMV. ACCORDINGLY, CUSTOMER HEREBY FULLY AND UNCONDITIONALLY RELEASES ORIGENE, ITS AFFILIATES, AND ANYONE ON ITS BEHALF INCLUDING DISTRIBUTORS, AGENTS, DEALERS OR SUPPLIERS (COLLECTIVELY THE “SELLERS”) FROM ANY AND ALL LIABILITY WITH RESPECT TO THE PRESENCE OF BFB, GSB AND CGMMV ON OR WITHIN SUCH SEEDS OR PLANTS OR THE VULNERABILITY OF SUCH PRODUCTS TO BFB, GSB AND CGMMV.  CUSTOMER ACKNOWLEDGES   AND AGREES THAT SELLERS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSSES OR DAMAGES RELATING IN ANY WAY TO BFB, GSB OR CGMMV. 

Customer is aware of the potential presence of seed borne BFB and/or GSB and/or CGMMV. Customer acknowledges that contamination may occur in a transplant house, in the field, or under circumstances beyond the control of Sellers. Customer expressly acknowledges that its exclusive and sole remedy against Sellers is limited to the return of purchase price of the seeds.

Customer hereby waives all rights to recover damages, and releases the Sellers from any and all claims relating to BFB, GSB and CGMMV seeds or plants.