Grapevine Harvest Inc. General Terms and Conditions

General Terms and Conditions

These General Terms and Conditions of Sale (hereinafter referred to as the "Terms") govern the contractual relationship between Grapevine Harvest Inc. (hereinafter referred to as "GVH") and the buyer (hereinafter referred to as the "Customer") of goods, in addition to the tender documents and the terms of the producer of the goods received. By placing an order, the Customer agrees to be bound by these Terms. These terms are in addition to any contained on the order form.

Prohibition on Grafting

The Customer acknowledges that the plants purchased are for the sole purpose of planting and/or grafting for harvesting fruit (wine grapes, table grapes). If the Customer purchases ENTAV-INRA® or other trademark nursery stock, they are expressly prohibited from:
(a) Harvesting graftable scion or rootstock material from their vineyard(s) for personal use.
(b) Selling graftable scion or rootstock material to any third party.
(c) Transferring graftable scion or rootstock material to any third party, with or without consideration.
This provision will be enforced to the maximum extent allowed by law.

Order Confirmation and Deposits

All orders must be confirmed following the signature of the order and where applicable, the receipt of the required deposit to hold goods. Receipt of the deposit alone with no signature commits the grower to the order and the terms, signature alone does not. Deposits are non-refundable.

Sales Terms

GVH strives to provide certified, virus-tested grapevines believed to be true to identity, healthy, and sufficiently free from regulated viruses and pests at the time of sale as required by the governing regulators for their certification. Full disclosure on the producers of the grapevines, including their certification and sanitation practices, is available upon request.

Customers must inspect the goods upon receipt and report any issues within 48 hours. GVH is not responsible for damages or issues occurring after the goods have been released. If the customer finds that the goods received do not comply with the order, the customer must notify GVH in writing within two business days of taking possession of the goods. Failing to meet this requirement or any other non-compliance cannot be accepted. GVH reserves the right to inspect planting and storage conditions of vines received without notice. In return, GVH will work with the customer to deliver the missing products and replace non-compliant products as soon as possible.

Payment Terms

Orders will not be confirmed, scheduled, or shipped until full payment has been received and verified. Any applicable taxes, shipping, or handling fees will be added to the final invoice or invoiced separately. A specified deposit is required to hold goods and must be received within the time period indicated on the order to reserve inventory. All deposits are non-refundable.

Grapevines are sold in the currency noted on the order. Vines sold in Canadian currency may be subject to price adjustments due to fluctuations in exchange rates. Interest of 2% per month will be applied to any invoice not paid by the due date specified. Full ownership of goods is transferred to the Customer only once the account has been paid in full.

Goods may be subject to import duties, taxes, or tariffs as determined by the Canada Border Services Agency (CBSA). Any such charges, if applicable, are the sole responsibility of the purchaser.

All payments made to Grapevine Harvest Inc., including but not limited to Interac e-Transfer, are subject to these terms. Payments must be directed to the designated account or email address provided on the invoice. To ensure accurate processing, customers must include the invoice number or order reference in the payment details. Customers are responsible for any transaction fees or charges imposed by their financial institution.

Submission of payment to Grapevine Harvest Inc. constitutes acceptance of these terms.

Delivery and Pick-Up

All merchandise is sold F.O.B. (point of origin), with risk of loss transferring to the Customer once goods are loaded for shipment. Customers are responsible for arranging transportation at their own expense and risk. Shipments coordinated by GVH remain at the Customer’s risk. GVH will make reasonable efforts to meet estimated delivery timelines; however, delays due to weather, logistics, or seasonal demand are beyond GVH’s control and liability. Customers must provide accurate delivery details and ensure someone is available to receive the shipment. Orders must be collected by July 1 (or June 1 in British Columbia) of the planting season.

Failure to do so may result in cancellation, resale of vines, forfeiture of payments, and applicable storage fees. GVH is not responsible for damage, delay, or deterioration during transit or due to late collection. Storage fee schedule available upon request.

Order Cancellation & Return Policy

Orders placed with Grapevine Harvest Inc. may be cancelled prior to fulfillment; however, cancellations may result in forfeiture of any deposit paid and are subject to a restocking fee at GVH’s discretion. Returns are not accepted under any circumstances.Once grapevines have been picked up, delivered, or otherwise transferred to the Customer’s control, due to biosecurity concerns, including the risk of contamination and disease transmission. GVH cannot accept the return of live plant material. Customers are responsible for reviewing and confirming all order details prior to finalizing their purchase.

Customer Responsibilities

Customers are responsible for taking the utmost care of grapevines from the moment they are received. This includes proper handling, storage, hydration, and protection from extreme temperatures, pests, disease and contamination. Grapevine Harvest Inc. is not liable for damage, deterioration, or loss resulting from improper care, delayed planting, or unsuitable storage conditions. Failure to maintain appropriate pre-planting and after planting care may void any warranty or replacement eligibility. Customers are encouraged to follow best practices and consult GVH for guidance if unsure. Warranty claims will not be considered if vines show signs of neglect in proper care including but not limited to dehydration, mildew, rot, or other damage attributable to improper storage or handling.

To help ensure the health and viability of your vines prior to planting, we recommend the following general care guidelines:

•         Inspect vines for accuracy, visible damage or signs of stress upon receipt of the goods

•         Store appropriately

•         Maintain moisture

•         Avoid extremes: Protect vines from frost, wind, and excessive heat. etc,

•         Minimize delay: Aim to book shipping when you are ready to plant. If planting is delayed, contact us for best practices and care for the vines.

•         Handle gently: Avoid rough handling or prolonged storage in improper packaging for conditions.

These practices are intended as general guidance only. Customers are responsible for assessing local conditions and making appropriate care decisions. GVH is available for consultation if further advice is needed.

Warranty Disclaimer

Grapevines have been grown for a specified period developing roots by our nurserymen, graded and deemed viable before they are released for sale.

In addition to these terms, the customer is also subject to the terms of the producer of the goods being received and all replacement warranties are subject to the terms of the producer. Producer terms are available by request.  All warranty requests must be received as per the supplier requirements and are subject to inspection.

By paying the deposit and/or by signing the order, the customer agrees to the terms and conditions as well as to the terms of purchase set out in the terms of the producer of the goods. By signing this, the customer agrees that Grapevine Harvest Inc. has the right to access the property and collect any unpaid goods from their location if payment remains uncollectable.

Warranty Terms

GVH provides grapevines on an “as-is” basis and disclaims all express and implied warranties, including merchantability, fitness for a particular purpose, and freedom from defects or disease. While vines are inspected for viability prior to sale, GVH does not guarantee performance, productivity, or survival, as these depend on environmental and agricultural factors beyond its control. Warranty claims must be submitted in writing within 30 days of purchase and are subject to GVH’s discretion and the terms of the original producer. Non-viable vine claims must be received by September 1 of the planting year and are limited to 2.5% per lot. All replacements or refunds are governed by producer terms, available upon request.

Crown Gall Disclaimer

Crown Gall (Agrobacterium vitis) is not a regulated disease and may be present to some extent in grapevine material, regardless of origin. This bacterium can also persist in vineyard soils for many years. Grapevine Harvest Inc. exercises reasonable diligence in sourcing clean plant material; however, due to the nature of Agrobacterium and the current lack of effective control measures, its exclusion cannot be guaranteed.

The Grower acknowledges that the presence of Agrobacterium is an environmental factor, and no guarantee or liability is made regarding the presence or development of Crown Gall in plant material or vineyard sites. No express or implied warranty is provided as to its absence, containment, or effects. Grapevine Harvest Inc. will not be held liable for any related presence or impact on vine health.

Force Majeure and Supply Chain Issues

In the event of circumstances beyond the control of Grapevine Harvest Inc.—including but not limited to unforeseeable force majeure events, supplier delays or failures, strikes, lockouts, greenhouse failures, storage or delivery accidents, import or customs delays, pests, pesticide or fungicide issues, war, Acts of God, or any other events not attributable to GVH—orders may be reduced or shortened without compensation to the Customer, beyond the refund of deposits for any items deemed unacceptable due to shortage.

GVH will notify the Customer in writing as soon as reasonably possible if significant modifications to the order terms become necessary, or if any circumstances arise that result in less than the contracted inventory from GVH’s nursery. The Customer agrees to purchase all merchandise produced by GVH, provided GVH has made reasonable efforts to fulfill the total order.

Data Privacy & Communication

Grapevine Harvest Inc. is committed to protecting your personal information. Any data collected including contact details, order history, and payment information is used solely for order fulfillment, customer service, and internal record-keeping. GVH does not sell or share Customer data with third parties, except as required by law or to facilitate essential services (e.g., shipping or payment processing). By placing an order or engaging with GVH, you consent to receive communications related to your transaction, including invoices, updates, and follow-ups, via email, phone, or text. You may opt out of non-essential communications at any time.

Electronic Signatures

Grapevine Harvest Inc. recognizes and accepts electronic signatures as legally binding and equivalent to handwritten signatures. By signing documents electronically whether through email confirmation, digital signature platforms, or typed acknowledgments, the Customer agrees to the terms outlined therein. Electronic signatures are valid for contracts, purchase orders, agreements, and any other official documentation exchanged with GVH. This method streamlines processing and affirms mutual consent without requiring physical copies.

By signing this agreement, the Customer acknowledges vine care guidelines and accepts full responsibility for maintaining proper conditions prior to planting. Furthermore, submission of payment to Grapevine Harvest Inc. constitutes acceptance of these terms.

Environment & Sustainability Practices

Grapevine Harvest Inc. is dedicated to promoting sustainable viticulture and environmentally responsible business practices. We prioritize sourcing and propagation methods that support biodiversity, soil health, and long-term vineyard viability. Our packaging materials are selected with recyclability and minimal waste in mind, and we continually seek ways to reduce our ecological footprint across operations. While sustainability is a guiding principle, GVH does not guarantee specific environmental outcomes and encourages Customers to implement regionally appropriate practices for optimal results.

Governing Law and Dispute Resolution

These Terms are governed by the laws of Canada. Any disputes arising from or related to these Terms shall be resolved through arbitration in accordance with the rules of the Canadian Food Inspection Agency.

By paying the deposit and signing the order, the Customer agrees to these terms and to the terms noted on the order, as well as the terms of the suppliers.

Limitation of Liability

Grapevine Harvest Inc. (GVH) shall not be liable for any indirect, incidental, consequential, or punitive damages arising from the use, handling, planting, or performance of the goods sold, including but not limited to loss of profits, crop failure, or vineyard damage. GVH’s total liability, whether in contract, tort, or otherwise, shall be strictly limited to the amount paid by the customer for the specific goods in question. This limitation applies regardless of the cause of action and whether GVH has been advised of the possibility of such damages. The customer acknowledges and accepts that the performance of grapevines is subject to environmental, agronomic, and biological factors beyond GVH’s control.

Amendments

GVH reserves the right to update or modify these Terms & Conditions at any time without prior notice. Continued engagement with GVH following changes constitutes acceptance of the revised terms.

Customer Acknowledgment

By signing the sales agreement and/or remitting payment, the Customer confirms they have read and understood the care requirements, warranty limitations, and responsibilities outlined herein.

CUSTOMER: _________________________SIGNED BY:_______________________________

DATE: _______________________________ORDER #: ________________________________

PLANT MATERIAL AGREEMENT THE BUYER RECOGNIZES THAT THESE PLANTS ARE INTENDED FOR PLANTING AND/OR GRAFTING FOR THE SOLE PURPOSE OF HARVESTING THE FRUIT (WINE GRAPES, TABLE GRAPES). BUYER ACKNOWLEDGES THAT THEY ARE PURCHASING ENTAV-INRA® TRADEMARK NURSERY STOCK ON THE EXPRESS CONDITION THAT BUYER BE, AND HEREBY, IS ABSOLUTELY PROHIBITED FROM (A) HARVESTING ANY GRAFTABLE SCION OR GRAFTABLE ROOTSTOCK MATERIAL FROM BUYER’S VINEYARD(S) FOR THE PURPOSE OF BUYER

R’S OWN USE (B) SELLING GRAFTABLE SCION OF GRAFTABLE ROOTSTOCK MATERIAL TO A THIRD PARTY OR (C) TRANSFERRING WITH OR WITHOUT CONSIDERATION, ANY GRAFTABLE SCION OR GRAFTABLE ROOTSTOCK MATERIAL TO A THIRD PARTY. THE BUYER UNDERSTANDS THAT THIS PROVISION WILL BE ENFORCED TO THE MAXIMUM EXTENT ALLOWED BY THE LAW.

BUYER:_________________________________________

SIGNED BY:______________________________________

DATE: ___________________________________________

ORDER #: ________________________________________

French version available on request

Version française disponible sur demande