6. Conditions Beyond the Parties Control: In the event the business of Grower or Buyer shall be interfered with by any cause (other than financial) beyond its control, including, but nor limited to fire, storm, floods, earthquake, action of the elements, pestilence or crop failure, then the party so affected shall have the option to cancel this contract as to any undelivered portion of the grapes harvested or to be harvested during the growing year in which the interference occurs. Such cancellation shall release Grower or Buyer from all claims with respect to such undelivered grapes. In the event performance by either party of its obligations under this contract is prevented as set forth in this paragraph, Grower or Buyer as the ease may be, shall use its best efforts to remove the disability and resume full performance hereunder at the earliest possible date.
7. Right to Resell Grapes: Buyer has the right to resell these grapes to third parties at Buyers discretion. Buyer, however, is still obligated to pay Grower for these grapes for the affected crop year at the negotiated price. The third party may not use the Growers name in any printed or marketing materials.
8. Change of Management, Ownership or Control: Neither party may assign its rights under this Agreement in whole or in part without the prior written consent of the other party. If either party sells all or substantially all of its ownership interests or assets (including any transfer of the real property associated with this Agreement), from the time of such transfer until termination of this Agreement, the transferee agrees to assume all responsibilities and obligation of the transferring party under this contract.
9. Waiver: No waiver of any of the provisions of this Agreement will be deemed a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.
10. Amendment & Modification: No amendment, supplement, modification, waiver or termination of this Agreement or any provisions hereof shall be binding unless executed in writing by the party or parties to be bound thereby.
11. Invalidity: If any provision of the Agreement is determined to be invalid or unenforceable, this Agreement will be deemed to be modified to exclude any such provision, and the remainder of the Agreement will continue in effect. This Agreement will also be deemed modified to the extent necessary to comply with any state and federal laws, rules, regulations or other actions by any state or federal regulatory authority, and any valid marketing order or agreement issued under the authority of any state or federal law.
12. Disputed Matters: Grower and Buyer shall first make an effort to discuss any disputed issues in an effort to resolve them. As a part of this effort, Grower and Buyer may agree to engage in non-binding mediation. If Grower and Buyer cannot informally resolve the dispute, they agree that the issue must be settled and resolved by binding arbitration in the counties of Napa or Sonoma, California, in accordance with the then existing rules of the American Arbitration Association. The award of the arbitrator shall be final and binding on both parties.
13. Attorneys Fees: Each party shall pay their own attorneys fees and costs for any legal action or proceeding arising out of or relating to this Agreement, brought by either party.
14. Representations: Grower warrants all grapes arc their sole property and are free from any encumbrances. The Buyer will not be held responsible for any encumbrances on Growers grapes.