Terms and Conditions of Certificate Purchase

Pina Technologies GmbH, Am Vogelanger 7, 82319 Starnberg, Germany

1. Subject Matter of the Terms and Conditions of Certificate Purchase

1. Subject of these Terms and Conditions of Certificate Purchase (hereinafter “TCCP”) of Pina Technologies GmbH, Am Vogelanger 7, 82319 Starnberg, Germany (hereinafter “Pina”), are the terms and conditions under which Pina as “Seller” agrees to sell to you as “Purchaser” Certificate(s) as further specified each in a Purchase Order(s). Each Purchase Order incorporates these TCCP and upon signing by the parties such signed Purchase Order and these TCCP form a Certificate Purchase Agreement (hereinafter “Agreement”).
2. For all such purchases of Certificates between Seller and Purchaser (each a “Party” and collectively the “Parties”), the following terms and conditions of these TCCP shall apply exclusively in the version valid at the time of the Purchase Order, unless otherwise expressly agreed in writing between you and us. In particular, deviating general terms and conditions of the Purchaser shall not be recognized unless the Seller expressly agrees to their validity and applicability in writing in the Agreement.
3. Our offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law. We may therefore require you to provide sufficient proof of your entrepreneurial status before concluding the contract, e.g. by providing your VAT registration number or other suitable evidence. The data required for such proof must be provided by you completely and truthfully.

2. Definitions

1. Affiliate: Refers to any entity that now or in the future, directly or indirectly controls, is controlled with or by or is under common control of a Party. For purposes of the foregoing, ‘control’ shall mean fifty percent (50%) or more ownership interest in said entity, or the power to direct the management of such entity.
2. Agreement: Refers to the Certificate Purchase Agreement as defined in section 1.1.
3. Baseline: Refers to the scenario that reasonably represents the anthropogenic emissions from Greenhouse Gases that would occur in the Project’s forest area in the absence of the Project determined in accordance with the Certificate Rules.
4. Business Day: Is a regular workday in Munich.
5. Carbon Dioxide Equivalent: Is a metric measure used to compare the emissions of carbon dioxide (CO2) and from various greenhouse gases (the six gases listed in Annex A of the Kyoto Protocol) based upon their global warming potential.
6. Certificate: Refers to a carbon certificate, described as a unit resulting from a Project in excess of the applicable Baseline equal to one tonne of Carbon Dioxide Equivalent which has been or will be removed from the atmosphere or avoided during the Project runtime and issued pursuant to the Certificate Standard.
7. Certificate Rules: Refers to the applicable rules as set out in the Certificate Standard and any relevant decisions, guidelines, modalities and procedures made pursuant to them and/or supplemented from time to time, and which include those rules specifically required to be met for the issuing and transfer of Certificates.
8. Certificate Standard: Refers to the standard and/ or methodology applicable for the Purchased Certificates under the Agreement and shall be defined in the respective Purchase Order(s).
9. Confidential Information: In the sense of these TCCP means any and all financial, technical, economic, legal, tax, business, human resources, management or other information, whether or not designated as ‘confidential’, relating to the disclosing Party or an Affiliate and which is made accessible to the receiving Party or its authorised persons directly or indirectly by the disclosing Party or an Affiliate on or after the date of the Agreement in connection with the purchase of a certificate, or otherwise becomes known to them. Whether and on which carrier medium the Confidential Information is embodied is irrelevant; in particular, oral information is also included. It is also irrelevant whether documents or other storage media were created by the disclosing Party or the interested Party or others, provided that they contain, reproduce or refer to Confidential Information. Confidential information may also include information and documents that do not meet the requirements of a trade secret within the meaning of the Trade Secrets Protection Act (GeschGehG) in individual cases. Confidential Information includes in particular:

• Business and trade secrets, products (software as well as hardware), manufacturing processes, any technology, prototypes, know-how, inventions, business relationships, customer lists, business strategies, business plans, financial planning, personnel matters, digital information (data);
• Any documents and information of the disclosing Party subject to technical and organizational secrecy measures, marked as confidential, or to be regarded as confidential according to the type of information or the circumstances of transmission;
• Information about current or potential customers, business partners or investors of the Seller;

Information shall not be deemed confidential if it was already in the public domain at the time it came to the attention of the interested party or subsequently entered the public domain without any breach of this agreement or confidentiality obligations on the part of the interested party or authorised persons. The interested party shall bear the burden of proof.

10. Delivery: is deemed to have taken place upon the permanent Retirement of Purchased Certificates on behalf of Purchaser.
11. Delivery Date: Unless otherwise stated in the order confirmation, the delivery date is within 14 days from the order confirmation.
12. Force Majeure: Is any circumstance or condition beyond the reasonable control of either Party that impedes performance of the obligations under the Agreement. Including, without limitation to, strikes, lockouts, riot, invasion, war, civil commotion, malicious damage or any overriding emergency procedures, accident, fire, explosion, terrorism, sabotage, flood and storm, earthquake, subsidence, other natural disaster, the introduction of national or international regulations making it impossible to generate, register, or deliver the Purchased Certificates or equivalent circumstances. Furthermore, any circumstance or condition related to the Registry or Certificate Standard, including downtime in the relevant systems, platforms, webpages, or any similar events that delay Delivery or make Delivery of the Purchased Certificates by the Seller to the Purchaser inadvisable, impracticable, or impossible, shall also be considered a Force Majeure.
13. Issuance: It is the year in which the Certificate was validated by the external validation and verification body.
14. Project: Describes the particular forest management project from which the relevant Carbon Dioxide Equivalent removal or avoidance shown in the certificate originates.
15. Purchased Certificate: Refers to a Certificate that the Purchaser purchases from the Seller in amounts as stated in the relevant Purchase Order(s).
16. Purchase Order: Refers to the document(s) in the format provided by the Seller, incorporating these TCCP, and used by the Purchaser to request additional Certificates.
17. Registry: Refers to a registry in the form of a standardized electronic database that, amongst other things recognizes Certificates generated under the Certificate Standard and is capable of executing the processes regarding the issue, holding, transfer and cancellation or Retirement of Certificates.
18. Replacement Certificates: Refers to any Certificates of the same or a similar Certificate Standard, which are offered to the Purchaser pursuant to section 3.3 in substitute for a shortfall and has been generated by a Certificate from a registered Project.
19. Retirement: Refers to Certificates which have been retired from the Registry of a Certificate Standard. For the avoidance of doubt, a Retirement avoids that Certificates are double counted/used/ claimed by multiple Purchasers.
20. Unit Price: Is the price payable per Certificate delivered by Seller to Purchaser, as defined in the respective Purchase Order.

3. Purchase Orders and Delivery

1. Purchaser and Seller may agree on the transaction of additional Certificates by executing Purchase Order(s) in the format developed and provided by the Seller. Such Purchase Order does in any case incorporate these TCCP and shall include inter alia: (i) number of Purchased Certificates; (ii) Delivery Date; (iii) Unit Price; and (iv) Payment Due Dates, and will only be binding once it has been executed and signed by both Parties.
2. Any Purchase Order will be governed by the terms and conditions set forth in these TCCP. In case of discrepancies between these TCCP and the Purchase Order(s) the provisions of the respective Purchase Order(s) shall prevail.
3. In case the amount of Certificates delivered by Seller to Purchaser is less than the amount of Purchased Certificates at the Delivery Date, Seller shall deliver to Purchaser Replacement Certificates within a reasonable period, but no later than three (3) months upon the Delivery Date.

4. Costs, Payment and Taxes

1. Each Party shall bear its own costs related to the negotiation, preparation, execution and carrying into effect of the Agreement.
2. Purchaser shall bear the costs related to the transfer or Retirement of Purchased Certificates into Purchaser’s Registry account or Retirement account.
3. If Purchaser is overdue with any payment due under the Agreement, then without prejudice to Seller’s other rights or remedies, Purchaser shall be liable to pay interest on the overdue amount at an annual rate equal to EURIBOR applicable from time to time plus eight percent (8 %) p.a. compounded monthly from and including the Payment Due Date.
4. All amounts referred to in the Agreement or in respective Purchase Orders are exclusive of any applicable value added tax (VAT) chargeable on the supply or supplies for which such amounts form the whole or part of the consideration for VAT purposes. The VAT treatment of any payment will be determined pursuant to the VAT law of the jurisdiction where a taxable transaction for VAT purposes is deemed to take place. If VAT is properly chargeable on any such supply or supplies, Purchaser will pay to Seller an amount equal to the VAT, if any, chargeable in Seller's jurisdiction; provided, however, that such amount will only be required to be paid once Seller provides Purchaser with a valid VAT invoice in relation to that amount. Each Party will to the extent permitted by law provide the other with any additional valid VAT invoices as required for the purposes of the Agreement and, to the extent required by law, will correctly account for any VAT properly due in its jurisdiction.
5. Subject to each Party's obligations relating to VAT, each Party will cause all royalties, taxes, duties and other sums (including any stamp duty, other documentary taxes, climate change levy or other environmental tax or levy) legally payable by that Party arising in its own jurisdiction in connection with the Agreement to be paid. In the event that Seller is required by law to pay any tax that is properly for the account of the Purchaser, Purchaser will promptly indemnify or reimburse Seller in respect of such tax.

5. Rights and Obligations of Purchaser

1. Purchaser confirms that the organization, or business department for which the Purchased Certificates are claimed, does not generate a significant share of revenues from defense, oil, gas, coal, casino & gambling activities.
2. Purchaser is entitled to communicate publicly the Carbon Dioxide Equivalent which has been avoided or removed (Impact Claim), the investment made (Finance Claim) or the contribution to climate protection goals (Contribution Claim). The claims allowed with regard to the Purchased Certificate are limited to the aforementioned claims, but explicitly exclude carbon neutrality, offset or compensation claims. Purchaser must not publicly claim 'climate neutrality' from the Purchased Certificates.

6. Confidentiality

1. The Parties shall keep the terms of the Agreement and any Confidential Information confidential and not disclose such terms to anyone, except for disclosures specifically permitted hereunder, and ensure that the Confidential Information is protected with security measures and a reasonable degree of care. Each Party may disclose Confidential Information to its Affiliates and their officers, directors, employees and professional advisers to the extent necessary for purposes connected with the Agreement and to the auditors of any Affiliate, or where disclosure is: (a) requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body; or (b) required by the rules of any stock exchange on which the shares or other securities of any Affiliate are listed; or (c) required by the laws or regulations of any country with jurisdiction over the affairs of Affiliate; or (d) with consent of the other Party.
2. Without prejudice to the foregoing, Purchaser shall have the right to make publicly disclose basic information about the Project for marketing purposes. When making such disclosures about the project, Purchaser shall reference the year for which the certificates were purchased (e.g., “Our company has invested in a certified climate project to take responsibility for our carbon emissions in 2025.”). Seller shall have the right to refer to Purchaser and to use Purchaser’s logo for marketing purposes.

7. Force Majeure

1. Should either Party be impeded wholly or in part from fulfilling any of its obligations under the Agreement for reasons of Force Majeure, such obligation shall be suspended to the extent and for as long as such obligation is affected by Force Majeure and the impeded Party shall be entitled to such extension of time as may be reasonably necessary.
2. Either Party shall notify the other Party of the existence and date of beginning of an event of Force Majeure that is likely to impede its performance under the Agreement within thirty (30) Business Days, but latest upon Delivery Date, after having obtained knowledge of any such event. Either Party shall likewise advise the other Party of the date when such event ended and shall also specify the re-determined time by which the performance of its obligations hereunder is to be completed.
3. Seller and Purchaser shall consult with each other with a view of determining any further appropriate action if a condition of Force Majeure is to continue after thirty (30) Business Days, but latest upon Delivery Date, from the date of giving notice thereof.
4. Neither Party shall be liable for damages nor have the right to terminate the Agreement for any delay or important reason in performing hereunder if such delay or important reason is caused by Force Majeure; provided, however, that the non-impeded Party shall be entitled to terminate such part of the Agreement that remains unfulfilled, if (i) the condition of Force Majeure is to continue after three (3) months from the date of giving notice thereof, and (ii) the Seller does not provide Replacement Certificates according to section 7.5 below.
5. Notwithstanding section 7.4 above, if Seller fails to deliver Certificates due to a Force Majeure that continues for more than three (3) months, the Parties will agree upon a settlement of the case in good faith, taking into account the following: Since carbon storage in forests is always exposed to residual risks of being released again, Seller maintains a risk buffer for all Projects with an appropriate percentage of issued Certificates to be placed in the risk buffer according to the project methodology. The risk buffer is managed by Seller at its discretion and can be used for all Projects in case of a loss event due to Force Majeure. Accordingly, in case of Force Majeure, Seller may replace the affected Certificates by Replacement Certificates from the risk buffer. However, Seller’s obligation to replace lost Certificates is limited to the respective risk buffer of the Project as specified in the respective Purchase Order, and any further liability is expressly excluded. Any good faith settlement will take this as a basis.

8. Limitation of Liability

1. Unless otherwise provided in these TCCP, including the following provisions, Seller shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.
2. Seller shall be liable for damages – regardless of the legal grounds – in the event of intent and gross negligence. In the event of slight negligence, Seller shall be liable, subject to statutory limitations of liability (e.g. diligence in our own affairs; minor breach of duty), only

a)        for damages resulting from injury to life, limb or health,

b)        for damages resulting from the breach of a material contractual obligation (an obligation whose fulfilment is essential to the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely).

3. The limitations of liability arising from section 8.2 also apply to third parties and to breaches of duty by persons (including in their favour) whose fault Seller is responsible for under statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Purchaser under the Product Liability Act.
4. Insofar as Seller is liable for slight negligence pursuant to section 8.2 lit. b), this liability shall be limited to damages that are foreseeable as a possible consequence of a breach of contract at the time of the conclusion of the contract or which it should have foreseen by exercising due care. Indirect damage and consequential damage resulting from defects in the performance shall also only be compensable insofar as such damage is typically to be expected when the performance is used for its intended purpose.
5. In the event of liability for slight negligence pursuant to section 8.2 lit. b), the damaging Party's obligation to pay compensation for damage to property and further financial losses resulting therefrom shall be limited per case of damage to the amount equivalent to twenty percent (20 %) of the value of the respective Purchase Order affected, and in total to the amount equivalent to twenty percent (20 %) of the total contract price, even if this involves a breach of material contractual obligations.
6. Any additional costs arising from the procurement of Replacement Certificates shall be borne by the Purchaser.

9. Governing law and disputes

1. TheAgreement shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980).
2. All disputes arising out of or in connection with the Agreement shall, to the extent possible, be settled amicably by negotiation between the Parties within sixty (60) Business Days from the date of written notice by either the Seller or the Purchaser of the existence of such dispute.
3. The courts for Seller’s registered office shall have exclusive jurisdiction over all disputes arising out of or in connection with the Agreement.

10. Final Provisions

1. The Agreement embodies the whole and only agreement of the parties related to the Transaction, and no prior or contemporaneous oral or written agreement or understanding shall be deemed to constitute a part of the Agreement, unless expressly referred to herein, or attached hereto, or specifically incorporated by reference herein. The Exhibits to the Agreement constitute integral parts of this Agreement and shall therefore be deemed part of the Agreement.
2. Amendments or additions to the Agreement must be made in writing to be effective. This shall also apply to amendments of this written form requirement.
3. Neither Party shall, without the written consent of the other Party, which consent shall not be unreasonably withheld, assign or transfer the Agreement or the benefits or obligations thereof or any part thereof to any other person.
4. Should any provision of the Agreement be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of the Agreement. The parties shall in such an event be obliged to cooperate in the creation of terms which achieve such legally valid result as comes closest in economic terms to the original meaning and purpose  of the invalid provision of the invalid or unenforceable provision in terms of location, time, extent and scope. The above shall apply accordingly in the event of unintended gaps in the Agreement. This severability clause is not a mere reversal of the burden of proof, but rather replaces Section 139 of the German Civil Code (BGB) in its entirety.
5. The Parties acknowledge and agree that DocuSign or an equivalent online service may be used for any signing process of an Agreement, including the signing of the Agreement.