Your worldwide refrigerant partner

General Terms and Conditions

1. General

These Terms, as amended from time to time, apply to the provision of Services by AFS  Cooling LLC, AFS Cooling Pty Ltd and/or AFS Cooling S.A. (hereinafter “AFS”) to its  clients.  

2. Definitions

In this document:

a. Agreement means the agreement between AFS and the Client regarding the sale or  purchase of HFC Allowances / Non-Grandfathered Quota / HFC Quota or bulk HFC  Refrigerants, where applicable (together referred to as the “Product”), which can be under  a master agreement, a sale or purchase agreement for one transaction or by any other  agreement, including but not limited to written or verbal sale or purchase agreements;

b. Client means any party contracted under a Service Agreement with AFS;

c. HFC Allowances / Non-Grandfathered Quota / HFC Quota means the calendar-year  authorization, quota, or regulatory privilege allocated by the US EPA / Australian  Department of Climate Change, Energy, the Environment and Water / Secretariat of  Environment and Natural Resources (whichever is applicable) that permits an entity to  legally import, or place a specified quantity of HFC Refrigerants on the market, typically  quantified in metric tons, exchange value equivalents, or tonnes of carbon dioxide  equivalent (t CO2 eq).

d. HFC Refrigerants means hydrofluorocarbons, which are organic chemical compounds  composed of hydrogen, fluorine, and carbon atoms, primarily utilized as heat transfer  fluids in refrigeration, air conditioning, and heat pump systems.

e. Party (or Parties) means AFS and its Clients.

f. Services means our services regarding the sale or purchase of the Product;

g. Trade Confirmation means the written confirmation of a Transaction of one or more  Product.

h. Transaction means the purchase or sale of one or more Product, or any other  transaction entered into between Parties which is either executed or received and  transmitted by AFS under these Terms, including a withdrawal or cancellation thereof;

3. No Financial Instruments, no regulation

AFS and its Services are not regulated by any financial regulator. The Product is not a financial instrument.

4. Professional Counterparty

AFS accepts transactions only on the basis that the Client declares to be professional. The Client warrants to be able to assess the risks of any transaction including but not  limited to the exposure of market risk, credit risk, operational risk, legal risk and other  risks directly or indirectly the consequence of any transaction. AFS does not provide  investment services that include a legal duty of care, unless explicitly agreed between  AFS and the Client.

5. Confirmation  

Within one (1) business day following the execution of each transaction, AFS shall provide  a written trade confirmation to the Client with the details of each such Transaction  executed between AFS and the Client. The Confirmation shall include the transaction  type, the transaction date, quantity, price, term, commission, general terms and conditions  and counterparty information. The Client shall use all reasonable endeavors to notify AFS  as soon as practicable, not later then on the same business day it received the Confirmation from AFS, after the receipt of the Confirmation to make correction on  mistakes and errors made on that Confirmation which is not in line with the agreed  Transaction. In the event of any disagreement with the terms of the Transaction, both AFS  and the Client shall review their records reflecting the instructions given. If it is determined  that AFS executed the Transaction in a manner consistent with the instructions of the  Client, the Client shall be bound by the Transaction. In the event that AFS executed the  Transaction under terms inconsistent with the instructions of the Client, the Client shall  not be bound by the Transaction.

6. Payment and delivery of the Product

AFS shall not accept payments or delivery of the Product from two separate legal entities,  unless explicitly agreed upon. Such an arrangement is always subject to explicit written  consent by AFS prior to the transaction. Payments shall be made within 10 business days  of receipt of the invoice unless agreed otherwise.

7. Broker or Principal Agent  

AFS can act as Name passing broker or in the capacity of Principal Agent. A. As Name passing broker AFS will arrange a Transaction between the Client and a third  party. AFS shall not be responsible for the documentation regarding the Transaction. AFS shall not give, nor has it given any investment advice unless explicitly agreed. B. As Principal Agent AFS will be the legal counterparty to the Transaction. AFS only accepts transactions as Principal Agent based on written and signed contracts.

8. KYC requirements  

The Client agrees and consents to be subject to any know-your-customer procedure,  which may include an obligation to disclose financial information, ultimate beneficiary  owners and other necessary legal information AFS requires to have on record.

9. Representations and Warranties  

9.1 The Client represents, warrants, covenants and undertakes to AFS, both in respect  of itself and any person or legal entity for whom the Client acts as agent or representative,  that:

a. the Client is familiar with and aware of the risks and potential losses that may result  from trading the Product and the Client shall always doits own due diligence of the Product  and specific Transactions;

b. the Client is authorized to enter into any Transaction;

c. the Client acknowledges that AFS does not act as (financial) advisor to the Client when  AFS provides Services to the Client in connection with any Transaction;

d. The Client shall comply with any applicable laws and/or regulations including anti  money laundering rules;

e. Any information provided to AFS shall not be misleading and shall be true and accurate;

9.2. The Client shall immediately inform AFS of any relevant changes in the information  the Client has provided to AFS.

9.3 If the Client is a seller of the Product then the Client also represents and warrants on  each delivery date that:

i. the Client is legally entitled to dispose of the relevant Product;

ii. such Product is not subject to any pledge, interest or other encumbrance; iii. the Product is transferable; and

iv. the Product corresponds to the conditions agreed in the relevant Transaction.

10. Termination

10.1 Any Party can terminate the Agreement at any time by serving a written notice to the  other Party if the other Party:

a. is subject to a bankruptcy order or becomes insolvent or makes any arrangement or  composition with or assignment for the benefit of its creditors or go into liquidation, either  voluntary or compulsory, or if a receiver or administrator is appointed over its assets;

b. commits an irremediable material breach of the Agreement or these Terms and  Conditions;

c. commits any material breach of its obligations under the Agreement or these Terms  and – if the breach is rectifiable - fails to rectify such breach to the satisfaction of both  Parties within a reasonable amount of time after a written demand to do so.

10.2 Upon termination pursuant to this clause, any amount, property, asset or liability or  obligation due by the other Party will become immediately due, payable or deliverable to the terminating Partys.

11. Limitation of Liability

The liability of AFS or its employees, officers, contractors and/or agents for any damage,  loss, cost or expense (collectively ‘loss’) incurred by the Client in connection to the (non- )performance of an Agreement is limited to any loss that is directly caused by gross  negligence or willful misconduct by AFS or its employees. AFS shall not be liable for any  indirect or consequential damages, loss of profit, goodwill, business opportunity or  anticipated savings. Each Party shall to the extent of their possibilities try to mitigate, in a

commercially reasonable manner, any damage, loss, cost or expense in connection with  any Agreement or Transaction.

12. Force Majeure and hardship  

12.1 AFS shall not be liable to the Client for any delay or non-performance of its  obligations under the Agreement or these Terms and Conditions to the extent to which  such delay or non-performance arises from a cause beyond the control of AFS, including,  without limitation, governmental intervention, actions or interventions of relevant  (supervisory) authorities and/or trading venues including market or product interventions,  breakdown or failure of transmission or communication or computer facilities, war,  explosion, act of terrorism or revolution.

12.2 In case the continued performance of the contractual duties of AFS has become  excessively onerous due to an event beyond the reasonable control of AFS which AFS  could not have reasonably been expected to take into account at the time of the  conclusion of the Agreement, AFS shall be bound, within a reasonable time of the  invocation of this clause, to negotiate contractual terms which reasonably allow to  overcome the consequences of the event.

13. Tape recordings of conversations

13.1 AFS shall record telephone conversations and (electronic) communications with the  Client that result or may result in a Transaction, even if these conversations or  communications do not result in the conclusion of a Transaction with the Client. Such  records or transcripts from such recordings will be the property of AFS and shall be  accepted by the Client as evidence of orders, instructions or any terms or conditions.  During a period of five years the Client may request access to such records of telephone

conversation and communications relating to a specific Transaction, for which AFS may  charge a fee. AFS is also obliged to provide these records to the national competent authority on their request.

13.2 The Client warrants to have obtained all necessary consent of its employees  regarding these recordings. The Client waives its right to receive individual notice of  recording.

13.3 The records of AFS, unless shown to be wrong, shall be evidence of dealings of the  Client with AFS in connection with Services and Transactions of AFS. Without prejudice  to the foregoing, the Client shall remain responsible for keeping its own records.

14. Confidentiality, data protection  

14.1 AFS shall treat information which AFS holds about the Client as private and  confidential and shall only use and disclose this information:

i. when necessary for the performance of its obligations towards the Client, or ii. when permitted or required by law, or

iii. with the permission of the Client for any marketing or other commercial purpose.

14.2 AFS processes personal data in accordance with the applicable data protection rules  as set out in the privacy and cookies statement that can be found on our website.

15. Amendment and publication

AFS may, at any time, and at its sole discretion, modify these Terms and Conditions. Any  such modification shall be effective immediately upon notice and public posting.  Continued use by the Client of the Services of AFS following any such modification  constitutes unequivocally the acceptance of those modified Terms and Conditions. The  current applicable version of these Terms and Conditions shall be published on the  website of AFS.

16. Language, governing law and jurisdiction

In the event of any dispute in relation to the performance of the Agreement, the Parties  undertake to proceed diligently with good faith negotiations in an attempt to find a mutually  agreeable solution best adapted to the situation. The dispute shall be raised by means of  written notice from one Party to the other. In the event that the Parties cannot reach an  agreement to resolve the dispute within 45 Business Days following notice of such dispute, then either Party shall have the right to pursue its legal rights and remedies  exclusively and finally by litigation under the Dutch law in the courts of Amsterdam, the  Netherlands.

AFS communicates in the English language to the Client, unless the Client explicitly  requests to communicate in a different language and AFS has agreed with it. AFS may choose to communicate in other languages. The English version of all documentation  shall prevail above any translation.