GENERAL TERMS AND CONDITIONS OF SALE FOR OENEO Closures USA DEFINITIONS

In these General Terms and Conditions of Sale: a) "Seller" means OENEO Closures USA; b) "Buyer" means any person or entity which buys or agrees to purchase articles from Seller; c) "Conditions" means these General Term and Conditions of Sale and any additional terms agreed to in writing by Buyer and Seller; d) "Requested Delivery Date" means a date specified by Buyer when Buyer would like Goods to be delivered; and e) "Goods" means any articles which Buyer offers to purchase from Seller or Seller offers to sell to Buyer.

PRELIMINARY
a) These Conditions shall apply to all contracts for the sale of Goods by Seller to Buyer. b) Except as otherwise expressly agreed in a writing executed by the duly authorized representatives of both parties, these Conditions shall apply notwithstanding any provisions to the contrary which may appear on the order form or on any other documents issued by Buyer. The submission of a written purchase order by Buyer shall constitute acceptance of the terms hereof, and no modification of these terms shall be effective absent express written agreement by a duly authorized representative of Seller which is delivered to Buyer by Seller. Both Buyer and Seller expressly waive the provisions of any provision of law that provides that additional terms proposed by a party become additional terms unless specifically disclaimed by the other party, including but not limited to California Commercial Code Section 2207.

ARTICLE 1 - ORDER OF GOODS
1. 1 Order
a) Buyer shall purchase articles from Seller by issuing a written purchase order signed by an authorized representative of Buyer indicating the specific Goods, quantity, a Requested Delivery Date, shipping instructions, bill-to and ship-to addresses, tax exempt certifications if applicable, and any other special instructions. In the event Buyer places an order over the telephone or orally in person, such order will only become binding upon shipment of the Goods covered by the order, and shall then be subject to the terms set forth in the order confirmation accompanying such order and these Conditions. b) An order by Buyer will not become a binding contract between Buyer and Seller unless and until Seller either accepts the order in writing or begins shipping the Goods covered by the order. c) Seller will not be bound by any additional or different terms contained in Buyer's order unless and until Seller has expressly accepted said terms in a writing executed by a duly authorized representative of Seller and delivered by Seller to Buyer. No form of acceptance of additional terms by Seller except such express written acknowledgment sent by Seller to Buyer shall constitute valid acceptance of Buyer's order. d) Buyer shall not assign its rights or obligations thereunder or hereunder to a third person without the prior written approval of SelIer. e) To comply with specific needs of Buyer, improved technologies, changed safety standards or governmental regulations, Seller is allowed at any time, without notice to, or consent of, Buyer, to modify the Goods ordered. Such modifications shall not affect orders already delivered or, in Seller's discretion, about to be delivered, and the Goods when modified shall be deemed fully conforming.

1. 2 Cancellation
a) Any modification or cancellation of an order by Buyer shall be made in writing at least 15 days prior to the Requested Delivery Date and be subject to acceptance by Seller. Should Seller not accept such modification or cancellation timely made, Seller shall reimburse Buyer any down payment. b) Except as provided, Buyer may not cancel, terminate, suspend performance of, or issue a hold on, any Buyer order, in whole or in part, without the prior written consent of Seller, which consent, if given, shall be upon terms that will compensate Seller for any loss or damage therefrom.

1. 3 Special Order
Seller may offer specific services to Buyer if Buyer requests these services in writing. Seller shall be bound by an order of services by Buyer only if Seller accepts said order and Seller agrees in writing, executed by a duly authorized representative of Seller, to all terms and conditions applicable to the order, as set forth in Seller's acceptance.

1. 4 Publications
Unless otherwise specifically agreed in writing, all specifications, drawings and performance characteristics submitted are approximate only, descriptions and illustrations contained in catalogues, price lists and other written materials are intended merely to present a general idea of the Goods, and none of these shall be considered as firm offers or indicate any contractual quality or product performance obligation for the Seller.

ARTICLE 2 - DELIVERY
2. 1 Risk
a) Delivery of all Goods shall be deemed complete upon transfer of possession to the carrier at the point of delivery. b) The point of delivery shall be at Seller's warehouse or store and is FCA (" Free Carrier") (as FCA is defined in Incoterms 2000), except to the extent expressly inconsistent with these Conditions. Seller accepts no responsibility for loss, damage or delay in transit beyond the point of delivery.

2. 2 Freight
Seller shall select the carrier (unless otherwise agreed in writing by Seller and Buyer). Buyer shall be responsible and reimburse Seller for all freight and related costs assessed to or paid by Seller.

2. 3 Delay
a) Any delivery dates and/ or times provided by Seller are provided in good faith and are approximate only, and no Requested Delivery Date will be binding on Seller. Unless otherwise agreed in writing, Seller shall not be responsible for any transit delay. Buyer's acceptance of Goods shall constitute a waiver of any claim for delay. b) Seller shall have no liability whatsoever for any direct, indirect, consequential or any other damage or loss arising from the delivery of Goods covered by an accepted order, or any delays in delivery including off loading or misdirection in transit. c) Seller may condition acceptance of an offer to purchase, or the delivery of Goods covered by an accepted order, upon the prompt compliance by Buyer of any outstanding obligation owed to Seller by Buyer, including but not limited to any obligations arising out of previous orders.

2. 4 Progressive Delivery
Seller may deliver any of the Goods progressively and shall then be entitled to payment progressively for such portions of the Goods as have been delivered, according to the terms hereof. If Buyer fails to make a progressive payment within 7 days of delivery of any invoice by Seller then Seller shall be entitled to withhold delivery of the remainder of the Goods without incurring liability for such delay.

2. 5 Inspection of the Goods
a) Buyer shall inspect the Goods immediately upon delivery, and shall, not later than two full business days after delivery, notify Seller of any defect or non-conformity. Seller shall then have ten full business days to inspect the Goods before Buyer shall be entitled to make any use of the Goods. In the event Buyer makes any use of the Goods during such ten-day period, such action shall constitute Buyer's waiver of any defects or nonconformities in such Goods and acceptance of the Goods as being in conformity with the contract. After receiving such notification from Buyer, Seller may authorize return of the Goods under Section 2. 6 below, or institute repair, replacement or a credit under Section 5. 1 below, as determined by Seller in accordance with these Conditions. b) In the event Buyer identifies any nonconformity or defect and fails to provide Seller with notice and the opportunity to cure as set forth herein, said nonconformity or defect shall be deemed waived and the Goods shall be conclusively presumed to conform to the contract and be free of any defect or damage which would be apparent on a reasonable examination of the Goods. In such case, Buyer shall be deemed to have irrevocably accepted the Goods. c) In the event that Buyer identifies any nonconformity or defect, Buyer shall not take or attempt to take any corrective measures, either by itself or with the assistance of a third person, without the express prior written consent of Seller. Failure to obtain such consent shall constitute a waiver of any defects or nonconformities, and acceptance of the Goods as being in conformity with the contract.

2. 6 Return of Goods
a) Seller will not accept return of Goods unless such return is authorized in advance by Seller, and returned in accordance with Seller's instructions or guidelines for the same, as provided to Buyer. A re-stocking fee may be charged to Buyer. b) Products specifically purchased, manufactured or packaged to size or to Buyer's specifications are not returnable. c) Should Seller authorize the return of Goods, Seller shall either replace the returned Goods with conforming Goods or provide Buyer with a credit note to be offset against future orders from Buyer to Seller, at Seller's sole option. d) Buyer shall bear all costs and risks of loss associated with returns. e) No return of Goods shall be accepted after a period of 3 months following delivery.

ARTICLE 3 - PRICE 3. 1 Quotation
a) Price shall be the Sellers' price quoted on the published price list in force at the date of the order unless Seller provides a different quotation to Buyer in writing and Buyer issues its order or otherwise accepts, or confirms its acceptance of, Seller's quotation in writing before it expires and in any event within 30 days after the quotation is provided to Buyer. b) Should the raw materials market price fluctuate by more than 5% (down or up) between the date of the order and the date of the invoice, the initial sale price shall be adjusted by Seller accordingly. c) All prices are net wholesale and include packaging fees, except that special packaging is subject to additional payment by Buyer.

3. 2 Taxes
Unless otherwise agreed by Seller in writing, prices quoted are exclusive of any and all sales, use or similar tax or any other tax imposed by any national, provincial, state or local government on Goods, all of which will be paid by and will be the responsibility of Buyer, except to the extent Buyer furnishes Seller with an exemption certificate acceptable to applicable taxing authorities. In the event Seller is required to pay or otherwise pays any such taxes, Buyer will reimburse Seller therefor within 30 days of invoice.

3. 3 Extra Charges
Unless agreed to the contrary in writing by the parties, all prices quoted are inclusive of insurance and Seller's costs of importing the Goods into the United States and exporting them (if directed by Buyer) to other countries, subject to Section 2. 2 above. Unless agreed

to the contrary in writing by the parties, all prices quoted are inclusive of insurance, custom and import duties (if any), landing and delivery charges and all other charges in connection with shipment and delivery of Goods. Special requests regarding insurance or shipping may result in additional charges, which shall be the sole responsibility of Buyer.

3. 4 Payment
a) Payment for all Goods and freight charges incurred or paid by Seller is due on receipt of invoice. Late charges apply to all payments not received within 30 days of date of invoice, pursuant to Section 3. 5 below. b) All payments shall be made in United States dollars unless otherwise agreed in writing between Seller and Buyer. c) Seller may condition shipment on alternative payment terms including, without limitation, letter of credit, COD or payment in advance.

3. 5 Late payment
a) Payment for all Goods sold and costs chargeable to Buyer hereunder shall become immediately due upon Buyer's failure to timely pay Seller for such Goods and costs. b) All amounts remaining unpaid as of the due date shall accrue interest until paid in full at the lesser of (i) 18 percent per annum or (ii) the highest rate permitted by law, charged on a monthly basis on the total unpaid balance. In the event Seller initiates legal or other action to enforce the terms hereof, the prevailing party shall be entitled to the collection of costs and reasonable attorneys' and experts' fees incurred in connection therewith.

3. 6 Cancellation after Default
In case of death, incapacity, bankruptcy, liquidation, suspension of payment or the entering into any arrangement with its creditors on the part of Buyer or any failure to make any payment, Seller may without any prejudice to any other rights or remedies open to it cancel or suspend delivery hereunder at Seller's option, always reserving to Seller all rights to recover any loss consequent upon any such loss of cancellation or suspension, and require Buyer to prepay for further performance or shipments.

ARTICLE 4 - GENERAL CONDITIONS OF USE OF CORKS
Buyer acknowledges receipt of Seller's "Cork Storage and Bottling Guidelines" with shipment of the Goods. These guidelines apply to all cork and cork-based closures, of whatever quality and dimension, designed to seal still wine bottles (i. e., with C02 content not exceeding 1200 mg/ I). Any warranty hereunder, as applied to such corks or cork-based products, whether express or implied, is expressly conditioned upon Buyer's full and complete adherence to said guidelines. Failure to comply with said guidelines shall constitute a waiver of all applicable warranties.

ARTICLE 5 - WARRANTY 5. 1 Remedies
a) Seller warrants that the Goods are fit for the purposes for which such articles are ordinarily sold. b) Seller's exclusive obligations to Buyer for a breach of the foregoing warranty and for any Goods determined by Seller to be nonconforming or defective shall be the repair or replacement of such nonconforming or defective Goods, at Seller's exclusive option. Any product repaired or replaced under warranty is only

warranted for the period of time remaining in the original warranty for the Goods, as set forth in item c) below. Seller reserves the right, at its sole discretion, to issue a credit note for any defective Goods as an alternative to repair or replacement. The warranty excludes any Goods that have been accidentally or intentionally damaged, modified, improperly used, neglected or otherwise abused. Buyer must claim under the warranty in writing no later than 30 days after the claimed defect is discovered and within the warranty period set forth in item c) below. c) Subject to item d) below, the maximum warranty period is limited to (i) 6 months for all corks and cork-based closures with a length up to and including 38 mm and for all partially or wholly agglomerated or composite corks of all sizes, (ii) 12 months for all other corks and corkbased closures, and (iii) 12 months for all other Goods. Seller does not warrant the levels of releasable TCA in any closures. d) There shall be no warranty on corks used in wines that are shipped out of the country where the wine is bottled. e) All warranties shall commence to run on delivery to Buyer. f) Warranties are non-transferable, and no warranty claim will be accepted from any party that is not the original Buyer. g) No agent, employee or other representative of Seller has the right to modify or expand the limited warranty set forth in item a) above or to make any representations as to the Goods offered or provided by Seller. Any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and will not form a part of the contract between Seller and Buyer for the purchase of the same.

5. 2 Disclaimer of Warranties and Limitation of Liabilities
THE CLOSURES ARE SOLD AS-IS a) EXCEPT FOR THE WARRANTIES STATED HEREIN FOR THE BUYER, NO WARRANTY, CONDITION OR REPRESENTATION, EXPRESS, IMPLIED, ORAL OR STATUTORY, IS PROVIDED TO BUYER OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT OR SATISFACTORY QUALITY. b) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SELLER AND SELLER'S SUPPLIERS FOR LOSS OR DAMAGE OF ANY KIND EXCEED THE PRICE ACTUALLY PAID TO SELLER FOR THE GOODS. c) SELLER HEREBY DISCLOSES TO BUYER AND BUYER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER'S SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES TO SELLER, BUYER AND ANY THIRD PARTIES, EXPRESS, IMPLIED, ORAL OR STATUTORY, WITH RESPECT TO GOODS OR COMPONENTS OF GOODS PROVIDED BY SUCH SUPPLIERS TO SELLER OR SELLER'S DESIGNEE.

5. 3 Force Majeure
Seller shall not be liable for failure to perform its obligations under these Conditions resulting directly or indirectly from or contributed by acts of God, acts of Buyer, civil or military authority, government priorities, fires, strikes or other labor disputes, accidents, floods, energy shortages or interruptions, earthquakes, epidemics, war, riot, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond Seller's reasonable control, whether similar or dissimilar to the foregoing.

5. 4 Consequential Damages Waiver
IN NO EVENT SHALL SELLER OR SELLER'S SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR COMPENSATORY DAMAGE ARISING FROM THE USE OF, OR IN CONJUNCTION WITH, ITS GOODS, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, LOSS OF USE OF THE GOODS OR ANY EQUIPMENT, COST OF SUBSTITUTE PRODUCTS, CLAIMS OF BUYER'S CUSTOMERS FOR SUCH DAMAGES, OR LOSS OF MARKET SHARE OR GOOD WILL, EVEN IF SELLER OR SELLER'S SUPPLIERS OR BOTH HAVE BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

ARTICLE 6 - LICENSE BY BUYER
To the extent that Buyer requests and Seller agrees to place on Goods to be provided by Seller to Buyer any text, logos, slogans, trademarks, service marks, trade dress or any other content provided by Buyer to Seller (" Marks"), Buyer hereby grants to Seller a perpetual, non-exclusive, worldwide, irrevocable, fully-paid license under all relevant intellectual property laws to use, copy, modify as necessary or convenient to place the Marks on the Goods as reasonably determined by Seller, distribute to Buyer or Buyer's designee, publicly display, and all other rights necessary to place such Marks on such Goods and to provide such Goods to Buyer.

ARTICLE 7 - INDEMNITY
Buyer agrees to defend, indemnify, and hold Seller, and its parent, subsidiary, and affiliated companies, and each of their officers, directors, manager, employees, agents, and representatives, harmless from and against any and all liability, judgment, loss, damages, costs, and expenses (including but not limited to reasonable attorneys' and experts' fees) which it may hereafter suffer or pay out to another by reason of any claim, action, or right of action, at law or in equity, arising out of or relating to (a) Seller's use of the Marks in accordance with this Article 6, (b) any alleged violations of any federal or state laws based on products incorporating the Goods that are used, made, sold, offered for sale, distributed, imported, or exported by or for the benefit of Buyers, or (c) Buyer's non-conforming use or possession of Goods, including use of Goods other than in accordance with these Conditions and any guidelines supplied by Seller to Buyer from time to time.

ARTICLE 8 - COMPLIANCE WITH LAW
Buyer shall obtain all licenses, permits and approvals required by any government and shall comply with all applicable laws, rules, policies and procedures of the applicable government and other competent authorities. Buyer will indemnify and hold Seller harmless for any violation or alleged violation by Buyer of such laws, rules, policies or procedures.

ARTICLE 9 - GOVERNING LAW
The validity, interpretation and performance of these Conditions shall be governed and construed in compliance with the laws of the state of California and the United States of America, as applied if performed wholly within that state and without giving effect to the principles of conflict of laws. The parties specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods. Buyer and Seller hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the state of California and all courts competent to hear appeals therefrom, and any action to enforce the terms of these Conditions or otherwise resolve any dispute between Buyer and Seller re lating to the sale or performance of Goods hereunder shall be venued in the San Francisco Superior Court in the State of California.

ARTICLE 10 - INTERPRETATION
In the event that any of the terms of these Conditions become or are declared to be illegal, void, or in any way unenforceable by any court of competent jurisdiction, such terms shall be limited or eliminated to the minimum extent necessary so that these Conditions will otherwise remain in full force and effect.

ARTICLE 11 - WAIVER
No failure to exercise and no delay in exercising any right, remedy, or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity.