1.1 The following words hereinafter referred to in these conditions
shall have the following meaning: “The Company” refers to Hishtil
Nurseries or the relevant company within its group. “The Purchaser”
refer to the party entering into the contract of purchase with the
Company. “The Goods” refer to all goods the subject of the contract
between the Company and the Purchaser.

1.2 Notwithstanding delivery and the passing of risk in the Goods or any
other provision of these conditions, the ownership in the Goods
shall not pass to the Purchaser until the Company received in cash
or in cleaned funds payment in full of the price of the Goods and of
all other sums owed by the Purchaser to the Company.

1.3 The Purchaser shall not be entitled to pledge or in any way
charge by way of any indebtedness any of the Goods which remain the
property of the Company, but if the Purchaser does so all moneys
owed by the Purchaser to the Company shall forthwith (without
prejudice to any other rights or remedy of the Company) become due
and payable.

2.1 Orders are accepted subject to and the contract is conditional
upon availability at the time of dispatch and confirmation of order
does not constitute guarantee of delivery. The Company may, at its
option, substitute what is in its option the nearest available
variety, unless the Purchaser specifically prohibits this when
ordering.

2.2 All orders are accepted subject to these conditions, which
superseded any and all prior representations, agreements, statements
and understanding, whether oral or in writing.

2.3 No contract shall arise between the parties unless and until the
Company confirmed in writing an order received from the Purchaser.

2.4 The giving or sending to the Company of an order constitutes
acceptance of all these conditions by the Purchaser, and the
Purchaser if not prepared to accept such conditions, must refrain
from effecting an order.

2.5 All descriptions, illustrations or colors in respect of the Goods
specified in any of the Company sales literature or brochures are so
stated or shown as a general guide or description only and the
Company does not contract or represent that the Goods will comply
with any particular detail contained in such sales literature or
brochures.

3.1 The Company reserves the right, by giving notice to the Purchaser at
any time before delivery, to increase the price of the Goods to
reflect any increase in the cost to the Company which is due to any
factor beyond the control of the Company, including any foreign
exchange fluctuation, currency regulations, alteration of duties,
any change in delivery rates, quantities or specifications for the
Goods which is requested by the Purchaser or any delay caused by any
instructions of the Purchaser or failure of the Purchaser to give
the Company.

3.2 Adequate information or instructions.

3.3 Unless otherwise agreed in writing, the Purchaser shall pay all
amounts due within30 days of the date of delivery. If the Purchaser
fails to make any payment within 30 days of the due date for payment
then without prejudice to any other right or remedy available to the
Company, the Company shall be entitled to:

3.3.1 Cancel the contract or suspend any further deliveries to the
Purchaser under this or any other contract.

3.3.2 Appropriate any payment made by the Purchaser to such of the
Goods (or the Goods supplied under any other contract
between the Purchaser and the Company) as the Company may
thing fit (notwithstanding any purported appropriation by
the Purchaser).

3.4 The Purchaser shall have no right of set-off, statutory or
otherwise.

3.5 The Company reserves the right at any time at its discretion to
demand security for payments before continuing with contract and/or
delivering of Goods.

4.1 No complaint can be considered unless clear proof can be given that
the Goods alleged to have performed unsatisfactorily were in fact
Goods supplied by the Company and that they were grown carefully and
correctly throughout and subject only to such conditions as were
likely to produce a favorable crop.

4.2 Every effort is made to ensure that the Company’s stock is of the
highest quality, but the Company shall not be responsible of the
effects of natural causes which are beyond the control of the
Company and therefore the Goods are sold without warranty, express
or implied, as to productivity or freedom from pest or disease.

4.3 The Purchaser agrees that it is reasonable in the circumstances that
in no event shall any failure of any kind on the part of the Company
give rise to liability exceeding up to twice the price actually paid
by Purchaser for the Goods. The Company shall not be liable to the
Purchaser for loss of goodwill, loss of business, loss of revenues,
loss of reputation or any type of direct and/or indirect loss
(including loss or damage suffered by the Purchaser as a result of
an action brought by a third party) even if such loss was reasonably
foreseeable or the Company had been advised of the possibility of
the Purchaser incurring the same. Above stipulation shall be in full
force and effect also if a claim is made against the Purchaser in
case that the Goods infringe or that their use or resale infringes
the patent, copyright, design, trade mark, plant breeder’s rights or
other industrial or intellectual property rights of any other
person.

5.1 Subject to the provisions herein stipulated Goods shall be deemed to
be properly accepted as ordered by the Purchaser two (2) working
days following delivery if written notice to the contrary has not
been received by the Company.

5.2 Any claim that any Goods have been delivered damaged or are not of
the correct quantity or do not comply with their description shall
be notified to the Company by fax or mail within twenty four hours
of their arrival.

5.3 Any other alleged defects in Goods shall be notified by the
Purchaser to the Company within seven days of arrival of the Goods
or in the case of any defects of the Goods which is not reasonably
apparent on inspection within seven days of the date upon which the
defect might reasonably have been expected to come or actually did
come to the notice of the Purchaser, whichever be the sooner.

5.4 Any claim made under this condition must be in writing and must
contain full details of the claim.

The validity, performance and construction of this Terms of Sale shall be
governed by and interpreted in accordance with the laws of the state of
Israel. The parties irrevocably consent to the exclusive jurisdiction of the
competent courts in Tel-Aviv, Israel, to adjudicate all disputes arising
from or related to the legal and business relationship between the Company
and Purchaser.