General Terms and Conditions for the purchase ofCO2 certificates from Pina Technologies GmbH
Pina Technologies GmbH ("Pina Earth", "we", "us" or "our") has created an online store where buyers can find, learn about and purchase carbon credits ("certificates") from selected Pina Earth projects in Germany. We want to make sure you have a positive experience with us. Please read on to learn more about your rights as a buyer and what we expect from you. By purchasing our carbon credits in our online store and outside of the online store, you accept the Terms and Conditions for Buyers (the "Terms").
The subject matter of this Agreement is the sale ofCO2 Allowances to the Buyer. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell to Buyer theCO2 Allowances specified in the Purchase Order(s) pursuant to Section 3 of this Agreement.
For such certificate purchases between the seller and the buyer, the following terms and conditions of this contract apply exclusively in the version valid at the time of the order. Deviating general terms and conditions of the Buyer shall not be recognized unless the Seller expressly agrees to their validity and applicability in writing.
"Issue": Indicates the year in which the certificate was validated by the external validation and testing body.
"Purchase Order": means the document(s) in the format provided by the Seller that is/are used by the Buyer to request additional certificates.
"CO2 equivalent": A metric measure used to compare emissions of carbon dioxide (CO2) and various greenhouse gases (the six gases listed in Annex A of the Kyoto Protocol) on the basis of their global warming potential.
"Unit Price": Means the price to be paid by the Seller to the Buyer per Certificate delivered, as specified in the relevant Order.
"Replacement Certificates": Means all Certificates of the same or a similar certification standard offered to the Purchaser pursuant to Section 7.5 as a replacement for a Shortfall and generated by a Certificate from a Registered Project.
"Purchased certificate": means one or more certificates purchased by the buyer from the
Seller purchases the quantities specified in the respective order(s).
"Force Majeure": A circumstance or condition beyond the control of either party which impedes the performance of obligations under this Agreement. This includes, but is not limited to, strikes, lockouts, riots, invasion, war, civil commotion, malicious damage or other overwhelming emergency measures, accidents, fire, explosions, terrorism, sabotage, floods and storms, earthquakes, subsidence, other natural disasters, the introduction of national or international regulations, acts or laws that make it impossible to produce, register or deliver the purchased Certificates, or similar circumstances. In addition, any circumstances or conditions relating to the Registry or the Certification Standard, including downtime of the relevant systems, platforms, websites or similar events, which delay delivery or make delivery of the purchased Certificates by the Seller to the Buyer inadvisable, impracticable or impossible, shall also be considered force majeure.
"Delivery Date" means the date on which the Certificate of Decommissioning for Purchased Certificates is issued on behalf of the Purchaser and delivered to the Purchaser.
"Delivery": Is deemed to have taken place with the final retirement of purchased certificates on behalf of the buyer.
"Project": Designates a forest carbon offset project within which additionalCO2 emissions are removed or avoided through previously defined project activities on a project area.
"Reference scenario": Refers to the scenario that reasonably represents the anthropogenic emissions of greenhouse gases that would occur in the project forest area in the absence of the project activities and is determined in accordance with the allowance provisions.
"Registry" means a registry in the form of a standardized electronic database that, inter alia, recognizes Certificates generated under the Certification Standard and is capable of executing the processes relating to the issuance, holding, transfer and cancellation or retirement of Certificates.
"Risk buffer": Refers to a reserved quantity ofCO2 certificates from a specific climate protection project that is not traded on a permanent basis and serves as a hedge against unforeseeable risks. This buffer is intended to ensure that sufficientCO2 certificates are available to achieve the agreed emission reduction targets even in the event of unexpected events (such as natural disasters).
"Retirement": Refers to certificates that have been retired from the registry of a certification standard. For the avoidance of doubt, decommissioning prevents certificates from being counted/used twice/claimed by multiple purchasers.
"Decommissioning certificate": means an official document confirming that certainCO2 certificates have been permanently decommissioned.
"Affiliate" means any entity that now or hereafter directly or indirectly controls, is controlled by, or is under common control with, any of the Parties. For purposes of the foregoing, "control" means a fifty percent (50%) or greater ownership interest in, or the power to direct the management of, such entity.
"Contract": Means this Certificate Purchase Agreement together with all (future) Purchase Orders to which the Parties commit and which the Parties execute.
"Confidential Information": For the purposes of this Agreement, means any information (whether in written, electronic, oral, digital or other form) disclosed by the Disclosing Party or any of its Affiliates to the Receiving Party or any of its Affiliates for the purposes of this Agreement. Confidential information includes in particular
"Working day": Is a regular working day in Munich.
"Certificate": means aCO2 certificate described as a unit resulting from a project that exceeds the applicable reference scenario and corresponds to one tonneof CO2 equivalent removed or avoided from the atmosphere during the project lifetime and which is issued in accordance with the Certification Standard.
"Certificate Provisions": Means the applicable provisions as set forth in the Certification Standard and all relevant decisions, policies, modalities and procedures made and/or amended from time to time pursuant thereto, and which include those provisions that must be met specifically for the decommissioning and transfer of Certificates.
"Certification Standard": means the standard and/or methodology applicable to the Certificates purchased under this Agreement and is defined in the relevant Purchase Order(s).
Pina Earth undertakes to allocate and retireCO2 certificates from the projects offered to the buyer.
Pina Earth undertakes to issue the buyer with an official decommissioning certificate for the number ofCO2 certificates purchased and to provide the buyer with online access to further communication materials on the projects.
Customers of Pina Technologies GmbH can be both consumers and entrepreneurs. A consumer is any natural person who concludes a legal transaction for a purpose that cannot be attributed to their commercial or independent professional activity (according to §13 BGB).
An entrepreneur within the meaning of these GTC is any natural or legal person or a partnership with legal capacity that is acting in the exercise of its commercial or independent professional activity when concluding the legal transaction (pursuant to Section 14 BGB).
The presentation of the products in the online store does not constitute a legally binding offer, but a non-binding online catalog. By clicking on the "Order" button, you place a binding order. Confirmation of receipt of your order is sent together with acceptance of the order by an automated e-mail. The purchase contract is concluded with this e-mail confirmation.
Your contractual partner is:
Pina Technologies GmbH
Vogelanger 7, 82319 Starnberg
Registered office of the company: Starnberg
Commercial register: 266948
Register court: Munich Local Court
Managing directors:inside: Dr. Gesa Biermann, Florian Fincke
Payments can be made:
After receipt of the amount to be paid, Pina Earth shall provide the purchaser with a certificate of decommissioning in the agreed scope of services. The buyer is obliged to pay in advance. The decommissioning certificate will be sent within 3-5 working days after receipt of payment.
The purchaser confirms that the organization or business unit for which the purchasedcarbon credits are acquired does not derive a significant portion of its revenues from activities in the defense, oil, gas, coal, casino and gambling sectors.
The buyer is entitled to publicly communicate the avoided or removedCO2 equivalent(impact claim), the investment made (finance claim) or the contribution to climate protection targets (contribution claim). The permissible claims in relation to the purchasedCO2 certificate are limited to the aforementioned claims, but expressly exclude claims for "climate neutrality", "compensation" or "offsetting". The buyer may not publicly refer to the "climate neutrality" of theCO2 certificates purchased.
With respect to the purchasedCO2 Allowances delivered to the Buyer under this Agreement, the Buyer expressly agrees and acknowledges that it will not sell or transfer the relevantCO2 Allowances to any third party.
The seller has the right to refer to the buyer for marketing purposes and to use the buyer's logo.
Should one of the parties be prevented in whole or in part from fulfilling one of its obligations under this contract for reasons of force majeure, this obligation shall be suspended to the extent and for the duration in which it is affected by the force majeure, whereby the prevented party shall be entitled to a reasonable extension of the deadline.
Each party shall notify the other party within five (5) business days, but no later than the Delivery Date, after becoming aware of a Force Majeure Event, of the existence and commencement date of any Force Majeure Event that may hinder the performance of its obligations under this Agreement. Each party shall also notify the other party of the date on which the event ends and indicate the new date by which the performance of its obligations under the contract must be completed.
Seller and Buyer shall consult with each other to determine further appropriate action if a Force Majeure Condition continues after five (5) business days, but no later than the Delivery Date, from the date of notice of the condition.
Neither party shall be liable for damages or have the right to terminate the Contract for default or for cause if such default or cause is due to force majeure; provided, however, that the non-defaulting party shall be entitled to terminate the unperformed portion of the Contract if (i) the force majeure circumstance continues after three (3) months from the date of notice and (ii) the Seller fails to provide replacement Certificates in accordance with Section 7.5 below.
Should the Seller fail to deliverCO2 Allowances due to force majeure lasting longer than three (3) months, the parties shall agree on a settlement of the case in good faith, taking into account the following: SinceCO2 storage in forests is always subject to a residual risk of being released again, the Seller shall maintain a risk buffer for all projects, into which an appropriate percentage of the issuedCO2 Allowances shall be placed in accordance with the project methodology. The risk buffer is managed by the seller at its own discretion and may be used for all projects in the event of a force majeure event. Accordingly, in the event of force majeure, the seller may replace the affectedCO2 certificates with replacement certificates from the risk buffer. However, the Seller's obligation to replace lostCO2 certificates is limited to the respective risk buffer of the project as specified in the respective order and any further liability is expressly excluded. A settlement in good faith will be made on this basis.
Consumers are entitled to a right of withdrawal in accordance with the provisions of distance selling law. In the event of exercising the right of withdrawal, the consumer shall regularly bear the costs of returning the goods if the price of the goods to be returned does not exceed EUR 40.00 or if, in the case of a higher price of the goods, the consumer has not yet provided the consideration or a partial payment at the time of withdrawal or the consumer resides outside the European Union, unless the delivered goods do not correspond to the ordered goods.
As a consumer, you therefore have the right to revoke your contractual declaration in accordance with the following revocation instructions:
You can revoke your contractual declaration within 14 days without giving reasons in text form (letter, fax, e-mail) or - if the goods are delivered to you before the deadline - also by returning the goods. The period begins after receipt of this instruction in text form, but not before receipt of the goods by the recipient (in the case of recurring deliveries of similar goods not before receipt of the first partial delivery) and also not before fulfillment of our information obligations under Article 246 §2 in conjunction with §1 paragraph 1 and 2 EGBGB and our obligations under §312g paragraph 1 sentence 1 BGB in conjunction with Article 246 §3 EGBGB. Timely dispatch of the revocation or the goods shall suffice to comply with the revocation period. The revocation is to be sent to:
Postal:
Pina Technologies GmbH
Vogelanger 7, 82319 Starnberg
E-mail: info@pina.earth
In the event of an effective revocation, the services received by both parties must be returned and any benefits derived (e.g. interest) surrendered. If you are unable to return or surrender to us the performance received and benefits (e.g. benefits of use) or only partially or only in a deteriorated condition, you must compensate us for the value. You do not have to pay compensation for any deterioration caused by the intended use of the item. In the event of exercising the right of withdrawal, the consumer shall regularly bear the costs of the return shipment if the price of the item to be returned does not exceed EUR 40.00 or if, in the case of a higher price of the item, the consumer has not yet provided the consideration or a partial payment at the time of withdrawal or the consumer resides outside the European Union, unless the delivered goods do not correspond to the ordered goods. Obligations to reimburse payments must be fulfilled within 30 days. The period begins for you with the dispatch of your declaration of revocation or the goods, for us with their receipt. If you wish to cancel the contract, you can fill out this form and send it to us:
Pina Technologies GmbH
Vogelanger 7, 82319 Starnberg
E-mail: info@pina.earth
I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods
(*)/Ordered on (*)/received on (*)
Name of the consumer(s)
Address of the consumer(s)
Signature of the consumer(s) (only for notification on paper)
Date(*) Delete as appropriate
The EU Commission provides a platform for out-of-court dispute resolution. Consumers have the opportunity to resolve disputes in connection with their online order without the involvement of a court. You can access the dispute resolution platform from February 15, 2016 via the external link http://ec.europa.eu/consumers/odr/.
The text of the contract is not saved for the purpose of processing the purchase after the contract has been concluded and cannot be retrieved by the customer on the website. The website with the relevant contract information can be printed out during the ordering process using the browser's print function. Pina Technologies GmbH also provides the customer with the necessary contract information.
Once you have pressed the "Order" button, it is no longer possible to make changes.
This contract is subject to the law of the Federal Republic of Germany with the exception of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980.
All disputes arising out of or in connection with the Contract shall, as far as possible, be settled amicably by negotiation between the parties within sixty (60) working days of the Seller's or the Buyer's written notice of the existence of such dispute.
For all disputes arising from or in connection with the contract, the courts at the registered office of the seller shall have exclusive jurisdiction.
The seller is liable for all culpably caused damages, including those of his representatives or vicarious agents in the event of intent and gross negligence.
In the event of (i) injury to life, limb or health, (ii) the assumption of a no-fault guarantee, (iii) damages arising from the breach of a cardinal obligation (cardinal obligations are obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely), and (iv) breach of quality agreements and fraudulent concealment of defects, the seller shall also be liable for slight negligence and thus for any fault, including that of its representatives or vicarious agents.
The provisions of the preceding paragraph of this clause 12 shall apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), irrespective of the legal grounds, in particular due to defects, breach of duties arising from the contractual obligation or tort. They also apply to claims for compensation for futile expenses.
The liability of the parties for damages, irrespective of the legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with the provisions of this Section 12, insofar as fault is involved in each case.
The parties shall not be liable for negligence on the part of their executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are the obligation to provide the services on time and to fulfill obligations, the freedom from defects of title and material defects that impair the functionality or usability more than insignificantly, as well as obligations to provide advice, protection and care that are intended to enable the other party to use the services in accordance with the contract or to protect the life and limb of the other party's personnel or to protect their property from significant damage.
Insofar as a party is liable for damages in accordance with Section 12.2, this liability shall be limited to damages that were foreseeable as a possible consequence of a breach of contract at the time the contract was concluded or that it should have foreseen if it had exercised due care. Indirect damages and consequential damages resulting from defects in the service are also only eligible for compensation if such damages are typically to be expected when the service is used as intended. The above provisions of this Section 12.3 shall not apply in the event of intentional or grossly negligent conduct on the part of board members or senior executives of the party causing the damage.
In the event of liability for negligence, the party responsible for the damage shall be liable to pay compensation for material damage and any further financial losses resulting therefrom up to an amount equivalent to twenty percent (20%) of the value of the order concerned in each case, even if this involves a breach of material contractual obligations.
All additional costs arising from the procurement of replacement certificates shall be borne by the buyer.
In the event of liability for negligence, neither party shall be liable for loss of profit, loss of business, loss of anticipated savings, loss of or damage to goodwill and indirect or consequential loss.
The above exclusions and limitations of liability shall apply to the same extent in favor of the bodies, legal representatives, employees and other vicarious agents of the parties.
The limitations of this section 12 do not apply to liability for willful conduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.
Pina Technologies GmbH is entitled to make changes to the General Terms and Conditions. You will be subject to the policies and terms of the GTC in effect at the time you utilize the services of Pina Earth. Should any provision of these Terms and Conditions be invalid, void or for any reason unenforceable, this shall not affect the validity and enforceability of the remaining provisions. The Terms and Conditions are updated at regular intervals. It is the customer's responsibility to always read the latest version of the terms and conditions published in the online store.