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Terms and Conditions 

Carbon Credit Purchase and Sale 

 

1. Carbon Credit Purchase Transaction

a. ReSeed, P.B.C. (“ReSeed”) agrees to sell, and Buyer agrees to purchase and pay for, ReSeed Carbon credits of the class and quantity, and at the purchase price set forth in the Purchase Order.

b. ReSeed Carbon credits are sold in units of one (1) metric ton. 

c. All ReSeed Carbon credits are verified by ReSeed’s blockchain protocol, which is audited by accredited third-party auditors. 

2. Delivery of Carbon Credits.

a. ReSeed will supply the quantity of ReSeed Carbon credits purchased by Buyer on the Delivery Date(s) specified in the Purchase Order. ReSeed may extend the period for delivery, in ReSeed’s sole discretion, upon written notice to Buyer. 

b. ReSeed works directly with smallholder farmers to quantify and verify carbon stocks. Buyer acknowledges that, to ensure these smallholder farmers are compensated for their contributions to the carbon market, ReSeed, in its sole discretion, may not deploy its collection and verification process until the total purchase price due hereunder is received by ReSeed. Buyer acknowledges and agrees that any time or dates quoted for delivery are estimates only; provided, however, that ReSeed shall use commercially reasonable efforts to deliver all ReSeed Carbon credits on or before the expiration of the relevant Delivery Date and any extension thereof. No delay in delivery of the ReSeed Carbon credits relieves Buyer of its obligations under this Agreement. ReSeed shall not be liable to Buyer for any delay in delivery of ReSeed Carbon credits.

3. Retirement of Carbon Credits. 

a. Unless otherwise set forth in the Purchase Order, all ReSeed Carbon credits shall be retired on behalf of the Buyer’s name in ReSeed’s registry upon execution of the Purchase Order. 

b. If ReSeed Carbon credits are not retired upon execution of the Purchase Order, Buyer shall notify ReSeed of its intent to retire such credits and to whom no later than thirty (30) days after retirement by Buyer. FAILURE TO COMPLY WITH THIS SECTION 3(B) SHALL BE CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT FOR WHICH RESEED SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON WRITTEN NOTICE TO BUYER.

4. Transfer of Carbon Credits. 

a. Buyer may transfer any ReSeed Carbon credits purchased hereunder to a third party subject to the rules of this Agreement and the ReSeed registry, as such may be amended from time to time. 

b. Buyer shall notify ReSeed in writing of any  transfer to a third party of ReSeed Carbon credits (the “Transfer Notice”) no later than thirty (30) days following the closing of such transfer. The Transfer Notice shall identify the third-party transferee (the “Transferee”) and disclose the consideration paid by such Transferee. If the consideration paid by the Transferee consisted in whole or in part of something other than US dollars, then such notice shall also contain a good faith estimate of the value of such consideration in US dollars. 

c. In the event Buyer transfers ReSeed Carbon credits to a Transferee, Buyer shall pay to ReSeed a fee equal to twenty percent (20%) of the difference of the purchase price set forth in the Purchase Order and the purchase price paid by the Transferee, but in any event, no less than  50 cents ($.50) per ReSeed Carbon credit transferred by Buyer to the Transferee (the “Transfer Fee”). Such Transfer Fee shall be due and payable to ReSeed upon ReSeed’s receipt of the Transfer Notice and shall be allocated between ReSeed and smallholder farmers pursuant to the Smallholder Farmer Social Carbon Credit Protocol. Buyer is solely responsible for collecting payment for any transfer of ReSeed Carbon credits to a Transferee. The inability of Buyer to collect the purchase price for any transferred ReSeed Carbon credits does not affect Buyer’s obligation to pay ReSeed the Transfer Fee. 

d. Buyer shall remain obligated to inform ReSeed of any intent to retire the ReSeed Carbon credits as set forth in Section 3(b), regardless of whether such credits have been transferred to a third party. The terms of this Section 4(b) shall prevail over any terms or conditions contained in any other documentation related to the subject matter of this Agreement and expressly exclude any of Buyer’s terms and conditions contained in any document issued by Buyer to a third party. 

5. General Compliance with Laws Covenant. Buyer shall at all times comply with all laws applicable to this Agreement, Buyer’s performance of its obligations hereunder, and Buyer’s use or transfer of ReSeed Carbon credits. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of ReSeed Carbon credits; and (b) not engage in any activity or transaction involving the ReSeed Carbon credits, by way of use, transfer, or otherwise, that violates any law. 

6. Purchase Certificate; Marketing Claims. Within a reasonable time period following delivery of the ReSeed Carbon credits, ReSeed will provide to Buyer a certificate evidencing its purchase of the indicated class and quantity of ReSeed Carbon credits (a “Purchase Certificate”). Buyer may claim in its public marketing and advertising that it is responsible for environmental and social benefits associated with ReSeed Carbon credits. Buyer will obtain advance approval of any use of ReSeed’s logo or other trademarks in any press release or other promotional material that describe this transaction. ReSeed may also announce and otherwise publicize that it has sold these ReSeed Carbon credits to Buyer. Buyer hereby grants ReSeed the right to use and display Buyer’s trademarks and logos in any press release or other promotional materials that describe this transaction; provided, however, that ReSeed will obtain advance approval from Buyer for any other use. 

7. Payment of Purchase Price. The purchase price is due as set forth in the Purchase Order. 

8. Termination. ReSeed reserves the right to terminate this Agreement at any time. Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of ReSeed Carbon credits to Buyer that are scheduled to be made subsequent to the effective date of termination. On the termination of this Agreement, any portion of the purchase price paid by Buyer that has not already been applied or committed to carbon credits will be refunded to Buyer (excluding taxes and applicable transaction charges).  

9. No Ownership Right. Buyer obtains no property right or other interest in the ReSeed Carbon credit technology or the premises on which the ReSeed Carbon credit technology is implemented.

10. Limitations of Liability; Disclaimer of Warranties. IN NO EVENT SHALL RESEED BE LIABLE TO BUYER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES FOR A BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER THOSE DAMAGES ARE CLAIMED UNDER CONTRACT, WARRANTY, INDEMNITY, TORT OR ANY OTHER THEORY AT LAW OR IN EQUITY. NOTWITHSTANDING ANY PROVISION HEREIN, RESEED’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL PURCHASE PRICE PAID TO RESEED BY BUYER. UNLESS SPECIFICALLY SET FORTH HEREIN, RESEED MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, TO BUYER AND HEREBY DISCLAIMS ANY SUCH PURPORTED REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. Force Majeure. ReSeed shall not be responsible for any delays in delivery or performance due to circumstances beyond its reasonable control, including, but not limited to, delays caused directly or indirectly by fires, explosions, floods, quarantine restrictions, sabotage, epidemics, accidents, acts of God, acts (including delay or failure to act) of any governmental authority (de jure or de facto), government regulation, war (declared or undeclared), riot, revolution, civil disobedience, unrest, acts of terrorism, strikes, labor difficulties, shortages, and/or inability to timely obtain, at normal prevailing market prices, necessary or suitable of labor, components, energy, manufacturing facilities, transportation, fuel, power, raw materials, or other supplies.

12. Miscellaneous. 

a. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and can only be modified, terminated or rescinded in writing by ReSeed’s authorized representative. 

b. Buyer may not assign this Agreement without the prior written consent of ReSeed. 

c. This Agreement benefits solely the parties hereto and their respective permitted successors and permitted assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

d. Any dispute arising under this agreement shall be subject to mandatory arbitration in accordance with the rules of the American Arbitration Association, and the arbitrator’s decision shall be final and binding upon the parties. 

e. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.

f. This Agreement is governed by the laws of the State of Delaware.