Pina Technologies GmbH, Schwanthalerstraße 32, 80336 Munich, Germany
1.1. The subject matter of these General Terms and Conditions for the Purchase of Certificates (hereinafter referred to as "GTC") of Pina Technologies GmbH, Schwanthalerstraße 32, 80336 Munich, Germany (hereinafter referred to as "Pina"), are the conditions under which Pina, as the "Seller," agrees to sell you, as the "Buyer," certificates that are specified in more detail in an order form. Each order form contains these GTC, and after signing by the parties, the signed order form and these GTC form a certificate purchase agreement (hereinafter referred to as "Agreement").
1.2. All such certificate purchases between the seller and the buyer (each a "party" and together the "parties") are governed exclusively by the following terms and conditions of these GTC in the version valid at the time of the order, unless expressly agreed otherwise in writing between you and us. In particular, any deviating general terms and conditions of the Buyer shall not be recognized unless the Seller expressly agrees to their validity and applicability in writing.
1.3. Our offer is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), a natural or legal person or a partnership with legal capacity. We may therefore require you to provide sufficient proof of your entrepreneurial activity before concluding a contract, for example by providing your VAT identification number or other suitable evidence. The data required for this proof must be provided by you completely and truthfully.
2.1. "Issue": Refers to the year in which the certificate was validated by the external validation and testing body.
2.2. "Order": Refers to the document(s) in the format provided by the Seller, which is/are used by the Buyer to request additional certificates, as described in more detail in Section 3.
2.3. "CO2 equivalent": Refers to a metric measure that allows carbon dioxide (CO2) emissions and various greenhouse gases (the six gases listed in Annex A of the Kyoto Protocol) to be compared based on their global warming potential.
2.4. "Unit Price": Refers to the price payable by the Seller to the Buyer per certificate delivered, as specified in the respective order.
2.5. "Replacement certificates": Refers to all certificates of the same or a similar certification standard that are offered to the buyer in accordance with Section 3.3 as a replacement for a shortfall and that were generated by a certificate from a registered project.
2.6. "Purchased Certificate": Refers to one or more certificates that the buyer purchases from the seller in the quantities specified in the respective order(s).
2.7. "Force majeure": A circumstance or event beyond the control of either party that prevents the fulfillment of the obligations under this contract. This includes, but is not limited to, strikes, lockouts, riots, invasion, war, civil unrest, malicious damage or other emergency measures, accidents, fire, explosions, terrorism, sabotage, floods and storms, earthquakes, land subsidence, other natural disasters, the introduction of national or international regulations, legal acts or laws that make it impossible to create, register or deliver the purchased certificates, or comparable circumstances. In addition, all circumstances or conditions related to the registry or the certification standard, including downtime of the relevant systems, platforms, websites, or similar events that delay delivery or make the delivery of the purchased certificates by the seller to the buyer inadvisable, impracticable, or impossible, shall also be considered force majeure.
2.8. "Delivery Date": Has the meaning assigned in the respective order.
2.9. "Delivery": Deemed to have been made upon final retirement of purchased certificates in the name of the buyer.
2.10. "Project": Refers to a forest climate protection project in which additionalCO2 emissions are removed or avoided through predefined project activities on a project area.
2.11. "Reference scenario": Refers to the scenario that reasonably represents the anthropogenic greenhouse gas emissions that would occur in the project forest area without the project activities, determined in accordance with the certificate provisions.
2.12. "Register": Refers to a register in the form of a standardized electronic database that, among other things, recognizes certificates generated under the certification standard and is capable of performing the processes related to the issuance, ownership, transfer, and termination or decommissioning of certificates.
2.13. "Retirement": Refers to certificates that have been retired from the registry of a certification standard. For the avoidance of doubt, retirement prevents certificates from being double-counted/used/claimed by multiple buyers.
2.14. "Affiliated Company" refers to any legal entity that now or in the future directly or indirectly controls, is controlled by, or is under common control with one of the parties. For the purposes of the foregoing, "control" means a fifty percent (50%) or higher ownership interest in the relevant company or the power to determine the management of that company.
2.15. "Contract": Refers to the certificate purchase agreement as defined in Section 1.1.
2.16. "Confidential Information": For the purposes of these Terms and Conditions, the term "confidential information" refers to all financial, technical, economic, legal, tax, business, personnel, administrative, or other information, regardless of whether it is marked as "Confidential" or not, relating to the disclosing party or an affiliated company and which is made available to the receiving party or its authorized persons directly or indirectly by the disclosing party or an affiliated company on or after the date of the contract in connection with the purchase of a certificate or which otherwise becomes known to them. Whether and on which 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 (both software and 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 that are subject to technical and organizational confidentiality measures, are marked as confidential, or are to be regarded as confidential depending on the nature of the information or the circumstances of its transmission;
● Information about current or potential customers, business partners, or investors of the seller;
Information shall not be considered confidential if it was already publicly available at the time of its disclosure to the interested party or if it subsequently became publicly available without any breach of this agreement or the confidentiality obligations on the part of the interested party or authorized persons. The burden of proof lies with the interested party.
2.17. "Working day": Is a regular working day in Munich.
2.18. "Certificate": Refers to aCO2 certificate that is described as a unit and results from a project that goes beyond the applicable reference scenario and corresponds to one tonof CO2 equivalent that has been removed or avoided from the atmosphere during the project period (ex-post certificate) or will be removed or avoided (ex-ante certificate) and which is issued in accordance with the certification standard.
2.19. "Certificate Provisions": Refers to the applicable provisions as set out in the Certification Standard and all relevant decisions, guidelines, modalities, and procedures made pursuant to them and/or supplemented from time to time, and which include those provisions that must be specifically fulfilled for the retirement and transfer of certificates.
2.20. "Certification Standard": Refers to the standard and/or methodology applicable to the certificates purchased under this Agreement and is defined in the respective order(s).
3.1. The Buyer and the Seller may agree on the transaction of certificates by placing one or more orders in the format developed and provided by the Seller, e.g. in accordance with Appendix 01 attached to this Agreement. Such an order shall include, among other things: (i) the number of certificates purchased, (ii) the delivery date, (iii) the unit price, and (iv) the payment date, and shall only be binding once it has been signed by both parties.
3.2. The terms and conditions set out in these GTC apply to all orders. In the event of any discrepancies between these GTC and the order(s), the provisions of the order(s) in question shall prevail.
3.3. If the number of certificates delivered by the seller to the buyer on the delivery date is less than the quantity of certificates purchased, the seller shall deliver replacement certificates to the buyer within a reasonable period of time, but no later than three (3) months after the delivery date.
4.1. Each party shall bear its own costs in connection with the negotiation, preparation, implementation, and enforcement of this Agreement.
4.2. The buyer shall bear the costs of transferring or retiring the purchased certificates to the buyer's registry account or retirement account.
4.3. If the buyer is in default with a payment due under this contract, the buyer shall owe, without prejudice to the seller's other rights and claims, default interest at the applicable EURIBOR rate plus eight percent (8%) p.a., calculated monthly with compound interest from and including the payment date.
4.4. All amounts specified in this Agreement or in the respective orders are exclusive of value added tax (VAT) applicable to the delivery or deliveries, for which these amounts represent all or part of the consideration for VAT purposes. The VAT treatment of a payment is governed by the VAT law of the jurisdiction in which a VAT-liable transaction is deemed to have taken place. If VAT is duly payable on such delivery or deliveries, the Buyer shall pay to the Seller an amount equal to the VAT payable in the Seller's jurisdiction, provided that the Seller provides the Buyer with a valid VAT invoice for such amount. Each party shall provide the other party, to the extent permitted by law, with all additional valid VAT invoices required for the purposes of the contract and shall, to the extent required by law, correctly account for VAT duly payable in its country.
4.5. Subject to the parties' obligations with respect to sales tax, each party shall ensure that all royalties, taxes, duties, and other amounts (including stamp duties, other documentary taxes, climate change levies, or other environmental taxes or levies) payable by that party in connection with this Agreement in its own jurisdiction are paid. If the Seller is legally required to pay a tax that is properly chargeable to the Buyer, the Buyer shall promptly indemnify or reimburse the Seller in respect of such tax.
5.1. The buyer confirms that the organization or business division for which the purchased certificates are acquired does not derive a significant portion of its revenue from activities in the fields of defense, oil, gas, coal, animal husbandry, casinos, and gambling.
5.2. The buyer is entitled to publicly communicate theCO2 equivalent that has been avoided or removed (impact claim), the investment made (finance claim), or the contribution to climate protection goals (contribution claim).
5.3. The buyer is only entitled to publicly communicate compensation claims (including climate neutrality, net zero, or offset claims) from the purchased certificates if the following conditions are met:
a. The amount of the buyer's Scope 1, Scope 2, and Scope 3 emissions is public.
b. The buyer publicly commits to reducing its emissions (e.g., via the SBTi).
c. The claim is made at company level (product-related compensation claims are not permitted under EU directives).
d. Purchased certificates are ex-post (theCO2 equivalents were stored in the past and are verified).
e. The methodology and details of the project are public, and the investment is made ton by ton.
f. Only for a net-zero claim: Purchased certificates are "carbon removals," i.e., they removeCO2 equivalents from the atmosphere.
6.1. The parties shall treat the provisions of this Agreement and all confidential information as confidential and shall not disclose them to anyone unless disclosure is expressly permitted under this Agreement, and shall ensure that the confidential information is protected by security measures and an appropriate level of care. Each party shall be entitled to disclose confidential information to its affiliates and their officers, directors, employees, and professional advisors to the extent necessary for purposes related to the Agreement and to the auditors of an affiliate, or if disclosure is: (a) required or demanded by a competent court or competent judicial, governmental, supervisory, or regulatory authority; or (b) is required under the rules of a stock exchange on which the shares or other securities of an Affiliate are listed; or (c) is required under the laws or regulations of a country having jurisdiction over the affairs of the Affiliate; or (d) is with the consent of the other Party.
6.2. Notwithstanding the foregoing provisions, the buyer has the right to publish basic information about the project for marketing purposes. When publishing such information about the project, the Buyer must refer to the year for which the certificates were purchased (e.g., "Our company has invested in a certified climate protection project to take responsibility for ourCO2 emissions in 2025"). The seller has the right to refer to the buyer for marketing purposes and to use the buyer's logo.
7.1. If one of the parties is prevented, in whole or in part, from fulfilling one of its obligations under this contract due to force majeure, this obligation shall be suspended to the extent and for the duration of the force majeure, whereby the prevented party shall be entitled to a reasonable extension of the deadline.
7.2. Each party shall notify the other party within thirty (30) business days, but no later than the delivery date, after becoming aware of a force majeure event that could prevent it from fulfilling its obligations under this contract, of the existence and start date of the force majeure event. Each party shall also notify the other party of the date on which the event ends and shall specify the new date by which the performance of its obligations under the contract must be completed.
7.3. The seller and the buyer shall consult with each other to determine further appropriate measures if a force majeure event continues after thirty (30) business days, but no later than the delivery date, from the date of notification of the event.
7.4. Neither party shall be liable for damages or have the right to terminate the contract due to delay or for good cause if such delay or good cause is due to force majeure; however, the non-affected party shall be entitled to terminate the unfulfilled part of the contract if (i) the force majeure event continues to exist three (3) months after the date of notification and (ii) the seller does not provide replacement certificates in accordance with Section 7.5 below.
7.5. If the seller is unable to deliver certificates due to force majeure lasting longer than three (3) months, the parties shall, notwithstanding clause 7.4 above, agree on a settlement of the case in good faith, taking into account the following: SinceCO2 storage in forests always carries a residual risk of being released again, the Seller maintains a risk buffer for all projects, into which an appropriate percentage of the certificates issued is placed in accordance with the project methodology. The risk buffer is managed by the seller at its own discretion and can be used for all projects in the event of damage due to force majeure. Accordingly, in the event of force majeure, the seller may replace the affected certificates with replacement certificates from the risk buffer. However, the seller's obligation to replace lost certificates is limited to the respective risk buffer for the project, as specified in the respective order, and any further liability is expressly excluded. An agreement in good faith will be reached on this basis.
8.1. Unless otherwise provided for in this contract, including the following provisions, the seller shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
8.2. The seller shall be liable for damages in cases of intent and gross negligence, regardless of the legal basis. In cases of slight negligence, the seller shall only be liable, subject to statutory limitations of liability (e.g., diligence in its own affairs; minor breach of duty), for:
a. Damages resulting from injury to life, limb, or health.
b. Damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely).
8.3. The limitations of liability set out in Section 9.2 also apply to third parties and to breaches of duty by persons (including in their favor) for whose fault the Seller is responsible under statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee has been given for the quality of the goods, or to claims by the Buyer under the Product Liability Act.
8.4. Insofar as the Seller is liable for slight negligence in accordance with Section 9.2 b., this liability shall be limited to damages that were foreseeable at the time of conclusion of the contract as a possible consequence of a breach of contract or that the Seller should have foreseen when exercising due care. Indirect damages and consequential damages resulting from defects in performance are also only eligible for compensation if such damages are typically to be expected when the service is used as intended.
8.5. In the event of liability for slight negligence in accordance with Section 9.2 b., the obligation of the party causing the damage to pay compensation for property damage and any resulting further financial losses shall be limited to an amount of twenty percent (20%) of the value of the order concerned and to a total amount of twenty percent (20%) of the total contract price, even if this involves a breach of essential contractual obligations.
8.6. All additional costs incurred in obtaining replacement certificates shall be borne by the buyer.
9.1. This contract is governed by the laws of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods (United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980).
9.2. All disputes arising out of or in connection with the contract shall, as far as possible, be settled amicably between the parties by negotiation within sixty (60) business days of written notification by the seller or the buyer of the existence of such a dispute.
9.3. The courts at the seller's place of business shall have exclusive jurisdiction over all disputes arising from or in connection with the contract.
10.1. This Agreement constitutes the entire and sole agreement of the parties with respect to the Transaction, and no prior or contemporaneous oral or written agreement or understanding shall be deemed part of this Agreement unless expressly referred to herein, attached hereto, or expressly incorporated herein by reference. The exhibits to this Agreement are an integral part of this Agreement and shall be deemed part of this Agreement.
10.2. Amendments or additions to the contract must be made in writing to be effective. This also applies to amendments to this written form requirement.
10.3. Neither party may assign or otherwise transfer the contract or any rights or obligations arising therefrom, in whole or in part, to any other person without the written consent of the other party, which consent shall not be unreasonably withheld.
10.4. Should any provision of this contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of the contract. In such a case, the parties are obliged to cooperate in drafting provisions that achieve a legally valid result that comes as close as possible to the original meaning and purpose of the invalid or unenforceable provision in terms of location, time, scope, and area of application. The foregoing shall apply mutatis mutandis in the event of unintended gaps in the contract. This severability clause is not a mere reversal of the burden of proof, but replaces § 139 BGB in its entirety.
10.5. The parties acknowledge and agree that DocuSign or an equivalent online service may be used for any contract signing process, including the signing of this contract.
Appendix 1:
This annex describes the specific terms and conditions agreed upon by the parties, which, in addition to the provisions of the General Terms and Conditions for the Purchase of Certificates ("GTC"), are intended to govern the purchase transaction described below. This order form, together with the GTC, constitutes a certificate purchase agreement ("Agreement").
If the parties agree on future purchases, they shall, subject to sections 1.2 and 3 of the General Terms and Conditions, place additional orders in a format similar to that in this appendix.
EUR [Total]
to be paid by the buyer to the seller on the payment date
For spot deals:
The seller shall invoice the buyer for the purchased certificates after the contract has been signed. The payment date is the tenth (10th) business day after the seller has issued the invoice to the buyer.
For forward deals:
The seller shall invoice the buyer for the purchased certificates in accordance with the invoice date in 1.1. The payment date shall be the tenth (10th) business day after the seller has issued the invoice to the buyer.
14 days after payment by the buyer
Bank: GLS Gemeinschaftsbank eG
Address: Christstr. 9, 44789 Bochum, Germany
Account name: Pina Technologies GmbH
Account number: 1241084000
SWIFT code: GENODEM1GLS
IBAN: DE54 4306 0967 1241 0840 00
All communications should be addressed to:
To seller:
Company name: Pina Technologies GmbH
Contact person: Leos Bloch
Tel.: +49 1517 433 5250
E-mail: leos
To buyer:
Company name: Company Name
Person: Name
Tel.: Phone
E-mail: Mail
