Terms and Conditions

1. Applicability

(a) These terms and conditions of sale (these “Terms“) govern the sale of biomass products, as specified in the Sales Confirmation (“Biomass“) by CM Biomass Partners A/S (“Seller“) to the buyer named on the Sales Confirmation (as defined below) (“Buyer“). Collectively Buyer and Seller are referred to as the “Parties” and individually as “Party“.

(b) The accompanying Sales Confirmation (the “Sales Confirmation“) and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Seller expressly rejects Buyer’s general terms and conditions of purchase, and fulfilment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. Acceptance of the Sales Confirmation by Buyer is a prerequisite to the purchase of the Biomass and shall operate as an acceptance of these Terms which are expressly incorporated into the Sales Confirmation.

2. Delivery

The Biomass will be delivered according to the delivery terms in the Sales Confirmation within a reasonable time after the receipt of Buyer’s purchase order unless a different date is specified in the Sales Confirmation. Delivery dates given by Seller are estimates only and are subject to shipping variations and requirements. The delivery point for the Biomass shall be specified in the Sales Confirmation (the “Delivery Point“). Seller may, in its sole discretion, without liability or penalty, make partial shipments of the Biomass to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Buyer’s purchase order. The origin of the Biomass supplied may vary and shall be determined by the Seller based on availability and logistical considerations. The Seller reserves the right to source biomass from any location deemed appropriate to meet the requirements of the sales confirmation.

3. Quantity

If Seller delivers to Buyer a quantity of Biomass of up to 10% more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Biomass or any portion of them by reason of the surplus or shortfall and shall pay for such Biomass at the price set forth in the Sales Confirmation per metric ton (tonne).

4. Title and Risk of Loss

Title and risk of loss pass to Buyer upon delivery of the Biomass at the Delivery Point.

5. Amendment, Modification, Precedence

These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party. In order of precedence, the sale of the Biomass shall be governed by: (i) the Sales Confirmation; and then (ii) these Terms.

6. Nonconforming Biomass

(a) The Buyer, who is considered a consumer, shall inspect the Biomass immediately upon delivery. If the Biomass fails to conform materially to the Specifications, contains Extraneous Material, or otherwise fails to comply with the Limited Warranties that Seller gives herein then Seller may deem such Biomass “Nonconforming Biomass”). If Buyer does not, by written notice to Seller, make a claim of Nonconforming Biomass, explaining the relevant Specification, Extraneous Material or other non-conformity and include the documentation as per clause 6(c) or other alleged failure of the Biomass, within three (3) days of delivery, then Buyer shall be deemed to have waived any such claim and to have accepted that the Biomass conforms with the Specifications, does not contain Extraneous Material and complies with Seller’s Limited Warranties given herein.

(b) The Buyer, who is not considered a consumer, shall inspect the Biomass upon receipt and immediately after receiving the Biomass inform the Seller about any Nonconformity that may be detected during normal inspection pursuant to Section 6(a). Other nonconformities which cannot be detected when inspecting the Biomass must be reported immediately after their discovery; if Buyer does not, by written notice to Seller, make a claim of Nonconforming Biomass, explaining the relevant Specification, Extraneous Material or other non-conformity and include the documentation as per clause 6(c), within three(3) days after discovery, then Buyer shall be deemed to have waived any such claim and to have accepted that the Biomass conforms with the Specifications, does not contain Extraneous Material and complies with Seller’s Limited Warranties given herein.

(c) Required documentation as per clause 6(a) and 6(b) includes but is not limited to; description of the nonconforming Biomass, Consignment Note, pictures of the Nonconforming Biomass, if delivery is bagged; bag design and bag stamp, Seller can request further information and samples of the nonconforming Biomass if deemed necessary. If Buyer timely notifies Seller of Nonconforming Biomass, Seller may, in its sole discretion, (i) replace such Nonconforming Biomass with conforming Biomass, (ii) credit or refund the Price for such Nonconforming Biomass, together with any reasonable handling expenses actually incurred and paid by Buyer in connection therewith; or (iii) discount the Price to reflect the magnitude of the Nonconforming Biomass. Seller also has the right to contest Buyer’s determination that Biomass is Nonconforming Biomass.

(d) Buyer acknowledges and agrees that the remedies set forth in Section 6(c) are its exclusive remedies for Nonconforming Biomass, and that all sales of Biomass to Buyer are made on a one-way basis and Buyer has no right to return Biomass purchased under this Agreement to Seller.

(e) Where the Buyer claims Nonconforming Biomass as set forth in Section 6(a) or 6(b), Buyer shall segregate the Biomass in question, store it safely until Seller exercises its discretion on a remedy (if any) or has it inspected. Buyer shall be responsible for any loss to the Biomass in question during this period.

(f) If Seller exercises its option to replace Nonconforming Biomass, Seller shall, after receiving Buyer’s shipment of Nonconforming Biomass (at Seller’s expense and risk of loss), ship to Buyer, at Buyer’s expense and risk of loss, the replaced Biomass to the Delivery Point.

7. Price

Buyer shall purchase the Biomass from Seller at the price (the “Price“) set forth in the Sales Confirmation per metric ton (tonne). Unless otherwise stated, all Prices are exclusive of all VAT, sales, use, and excise taxes, tariffs, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets. Both parties agree to adhere to the local VAT regulations and requirements within the EU. The Seller shall ensure that all invoices comply with the applicable VAT laws and regulations of the country of origin and destination.

8. Payment Terms

Seller shall submit an invoice to Buyer after delivery at the Delivery Point which shall include documentation as required by the sales conformation.

(a) Buyer shall pay Seller all invoiced amounts due within seven (7) days after the date of Seller’s invoice, unless otherwise is specified in the Sales Confirmation. All payments hereunder shall be in the currency set forth in the Sales Confirmation and made by bank transfer. Seller reserves the right to require pre-payment in its sole discretion, in which case the invoice amount must be paid prior to delivery at the Delivery Point.

(b) Buyer shall pay interest on all late payments at the lesser of the rate of 3.0% per month or the highest rate permissible under applicable law. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Biomass if Buyer fails to pay any amounts when due hereunder and such failure continues for five (5) days following written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.

9. Limited Warranty

Seller warrants to Buyer that the Biomass shall comply with the Specifications (as set forth in the Sales Confirmation), shall be of uniform quality, shall be free of Extraneous Materials, and , if in bulk, shall be free-flowing, and, whether in bulk or in bags, be readily able to be handled, and fully suited for transport. “Extraneous Material” means material which is not included in the Specifications and not normally a constituent of Biomass, and which is present in a size or quantity that could reasonably be expected to cause damage to handling equipment or the combustion process. If applicable in the relevant Sales Confirmation, Seller further warrants that the Biomass shall comply with the Sustainability Criteria set forth therein. Buyer will receive good and valid title to the Biomass, free and clear of all encumbrances and liens.

THE LIMITED WARRANTIES SET FORTH HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES THAT SELLER MAKES AND ARE OFFERED IN LIEU OF ANY AND ALL OTHER WARRANTIES THAT MIGHT APPLY, WHETHER BY STATUTE OR COMMON LAW, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND WAIVERED. Any failure of the Biomass to comply with these limited warranties shall make such Biomass Non-Conforming Biomass, and Buyer’s exclusive rights and remedies shall be those set forth in Section 6 of these Terms.

10. Limitation of Liability

(a) IN NO EVENT SHALL SELLER OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

(b) SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER PURSUANT TO THE SUBJECT SHIPMENT OF BIOMASS.

11. Buyer’s Failure to Accept Delivery

If, for any reason other than Force Majeure or reasons attributable to the Seller, the Buyer fails to accept delivery of Biomass at the Delivery Point in accordance with the Sales Confirmation, then the Buyer shall be liable to pay to the Seller, an amount for each metric ton it failed to accept equal to the positive difference obtained by subtracting the Replacement Price from the Price for the Biomass. “Replacement Price” means the price at which the Seller, taking reasonable steps to mitigate its losses, sells the Biomass Pellets in an amount and quality and on the same delivery basis as that to be delivered under the Sales Confirmation (plus any incremental costs including verifiable internal costs and transport charges associated with delivery occurring at the relevant discharge port for the replacement sale/purchase), or absent such a sale, the market price as calculated by the Seller for the sale of such Biomass in a commercially reasonable manner.

12. Compliance with Law

Buyer shall at all times comply with all laws applicable to the operation of its business, this Agreement, Buyer’s performance of its obligations hereunder, and Buyer’s use of the Biomass. 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 the Biomass and (b) not engage in any activity or transaction involving the Biomass, by way of shipment, use, or otherwise, that violates any law.

13. Waiver

No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Seller operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Seller precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Seller.

14. Force Majeure

Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party“) reasonable control, including, the following force majeure events (“Force Majeure Events“): (a) acts of God; (b) flood, fire, earthquake, hurricane, tornado, tsunami, volcanic eruption, named storm, or some other major natural disaster or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, network or computer outages, or power outages or shortages; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall provide written notice to the other Party of Force Majeure Event, the likely duration of the interruption, and the Impacted Party’s mitigation plan within forty-eight (48) hours of the occurrence of such Force Majeure Event. The Impacted Party shall further provide reasonable updates (in no event less frequently than weekly) of its mitigation progress and the duration of the Force Majeure Event for the duration of its continuation. Notwithstanding the foregoing, should either Party be in a condition of Force Majeure for a period of 60 days or more, then the other Party shall have the right to terminate the subject Sales Confirmation without any loss or damages by either Party.

15. Assignment

Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

16. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

17. No Third-Party Beneficiaries

This Agreement benefits solely the Parties to this Agreement. 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.

18. Governing Law; Jurisdiction

These Terms, the Sales Confirmation, and any disputes arising out of or in connection with the commercial laws of England and Wales. The provisions of the UN Convention on the International Sale of Goods, 1980, are specifically excluded from application to this Agreement.

19. Dispute Resolution and Arbitration

The Parties will try to amicably resolve any dispute arising under this Contract through a non-binding mediation. If the Parties do not succeed within thirty (30) days after commencement of such dispute to settle the dispute amicably, the Parties agree that all disputes arising out of or in connection with this Contract shall be resolved by arbitration under the rules of the LCIA, which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be in London, England. The language to be used in the arbitral proceedings shall be English.

20. Notices

All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address for either party as that party may designate by written notice. All notices must be delivered by electronic mail, recognized overnight courier, or certified or registered mail (in each case, return receipt requested).

21. Severability

If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Version 1.0 dated 12-08-2025

Terms and Conditions for the Sales of Biomass