Terms and Conditions of Sale

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Index

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This agreement (“Agreement”) is between PHILLIPS 66 COMPANY, a Delaware corporation (“Seller”) and you, a buyer of environmental attributes (“Buyer”) that Seller may offer for sale from time to time on the Chooose marketplace (“Marketplace”). Buyer and each of the entities comprising Seller are hereinafter referred to individually as a “Party” and collectively, as the “Parties”.

The Parties agree as follows:

1.   SCOPE

These terms shall apply to each purchase order Buyer places through the Marketplace.  Seller agrees to sell and deliver or cause to be sold and delivered and Buyer agrees to purchase, receive, and pay for Environmental Attributes as defined herein.  

2.   PURCHASE ORDERS

All specific terms relating to a transaction (price, quantity, and delivery) will be detailed when Buyer places an order through the Marketplace (“Purchase Order”).  This Agreement and each Purchase Order form a single agreement between the parties. 

3.   DELIVERY

With respect to each Purchase Order, Seller will deliver and transfer title, and Buyer will accept delivery and title transfer of, Environmental Attribute document representing the Environmental Attributes after payment is received by Seller for such Environmental Attributes.

4.   INVOICING AND PAYMENT TERMS

1. Payment will be made in United States Dollars (“USD”).
2. Payments will be made to and collected by Chooose AS on behalf of Seller.
3. Any invoice that is received by a Party after 12:00 p.m. Central Prevailing Time shall be  deemed to have been received on the following Business Day. If the payment due date falls on day that is not a Business Day, payment shall be made to Seller on the next Business Day after such payment due date.
4. If payment is not made in accordance with the invoice (if an invoice is issued) or any method of payment is declined or charged back, the Purchase Order shall be terminated and no Environmental Attributes will be transferred to Buyer.
   

5.   DEFINITIONS

“Agreement” means these Terms and Conditions of Sale.

“Business Day” means a day other than a Saturday, Sunday, or United States Federal Reserve Bank holiday.

“Co-benefit” refers to the societal and energy transition benefits resulting from the use of the Sustainable Aviation Fuel.

“Conventional Aviation Fuel” means aviation fuel that is produced from fossil-based materials derived from crude oil, natural gas liquid condensates, heavy oil, shale oil, and oil sands.

“CORSIA” means the Carbon Offsetting and Reduction Scheme for International Aviation implemented by a list of member states of the International Civil Aviation Organization (“ICAO”).

“CORSIA Eligible Fuel” means an aviation fuel that meets the CORSIA Sustainability Criteria set forth in Annex 16 to the Convention on International Civil Aviation, Volume IV and complies with all CORSIA obligations, standards, codes and guidance documents, including those applicable to CORSIA Eligible Fuels.

“Deliverer” means Chooose AS.

“Environmental Attributes” means (a) any current or future lifecycle emissions, air quality, or other environmental attribute, aspect, characteristic, claim, credit, benefit, Co-benefit, reduction, or allowance, however entitled or designated, resulting from, attributable to, or associated with an end-use customer’s use of the Sustainable Aviation Fuel and capable of being disaggregated from the Fuel at the point of production, sale, or transfer, and (b) the reporting rights related to any such attributes, aspects, characteristics, claims, credits, benefits, reductions, or allowances, resulting from the end-use customer’s use of the Sustainable Aviation Fuel, including reported GHG reductions that could be claimed by the user of the Sustainable Aviation Fuel and any entity within its downstream value chain, such as Buyer’s Scope 1 Emissions and Buyer’s Scope 3 Emissions.  Notwithstanding the foregoing or anything to the contrary, Environmental Attributes do not include Production Incentives or Seller’s public disclosure of Seller’s Scope 1 and Seller Scope 3 Emission’s, in each case deriving from Seller’s production of the Sustainable Aviation Fuel.

“Fuel” means a blend of Sustainable Aviation Fuel and Conventional Aviation Fuel.

“GHG” means greenhouse gas.

“Governmental Authorities” means any environmental regulatory agencies, airport governing authorities, fuel consortia, and any other applicable international, national, federal, state, or local regulatory agencies or authorities.

“GHG Protocol” means the standards for corporate accounting and reporting of GHG emissions developed by the World Resources Institute and the World Business Council for Sustainable Development, as in effect as of the effective date of this Agreement.

“Laws” means all present and future international, national, federal, state or local laws, regulations, permits, orders, policies or governmental approvals or agreements of any Governmental Authorities, including, without limitation, any such laws or regulations governing the protection of the environment or public or worker health and safety.

“LCFS” means the Low Carbon Fuel Standard of the California Air Resources Board.

“Production Incentives” means any federal, provincial, state, and local tax credits, grants, or other tax incentives or other benefits available to Seller or the producer of the Sustainable Aviation Fuel, including, without limitation, under the LCFS, the United States Environmental Protection Agency’s Renewable Fuel Standard, Section 40B, 45Q, or 45Z of the Internal Revenue Code, or any other similar programs in an applicable jurisdiction.

“Proof of Compliance” or “PoC” means a delivery document issued by a supplier certified under a relevant certification scheme, such as the CORSIA Approved Sustainability Certification Scheme, including but not limited to the International Sustainability and Carbon Certification (“ISCC”) and Roundtable on Sustainable Biomaterials (“RSB”), for a delivery of sustainable material, in a situation where the associated Proof of Sustainability document is required to be surrendered to the relevant regulatory authority. The delivery document must contain relevant information provided in the Proof of Sustainability document and provide proof of compliance with the CORSIA sustainability requirements that may be relevant for reporting of Sustainable Aviation Fuel under CORSIA.

“Proof of Sustainability” or “PoS” means a document issued by a supplier certified under a relevant certification scheme, such as through a CORSIA Approved Sustainability Certificate Scheme or the EU RED II Sustainability Certification Scheme, including, but not limited to ISCC and RSB, for each delivery of sustainable material. The document must include relevant information about the delivered sustainable material that is the Sustainable Aviation Fuel.

“Scope 1 Emissions” has the meaning set forth in the GHG Protocol.

“Scope 3 Emissions” has the meaning set forth in the GHG Protocol.

“Sustainability Criteria” means a set of requirements as to the sustainable quality of the Sustainable Aviation Fuel and its sustainable production.

“Sustainable Aviation Fuel” means a synthetic blending component produced from Sustainable Feedstock that (a) conforms in all respects with the specifications set forth in Annex 5 of the then current ASTM Standard Specification D7566 for Aviation Turbine Fuels Containing Synthesized Hydrocarbons Jet A / Jet A-1, and (b) is deemed to have a reduced carbon intensity from Conventional Jet Fuel and qualifies as a CORSIA Eligible Fuel. 

“Sustainable Feedstock” means the primary source of raw materials other than fossil-based raw materials used in the production of Sustainable Aviation Fuel, which complies with Sustainability Criteria such as that stipulated under CORSIA, the Renewable Energy Directive (2018/2001/EU Article 30) (“EU RED II”), the US Renewable Fuels Standards (“RFS 2”), or other similar program or directive.

For the purpose of this Agreement, “Buyer” includes the officers, directors, employees, agents, contractors, subcontractors, and representatives of Buyer.

For the purpose of Article 11, “Seller” includes the officers, directors, employees, agents, contractors, subcontractors, Deliverer(s), and representatives of Seller.

6.   REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that:

1. it has the corporate, governmental, or other legal capacity, authority, and power to execute, deliver, and perform the Agreement, and has taken all necessary action to duly authorize the foregoing; and
2. its obligations under the Agreement constitute its legal, valid, and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law). 

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO OTHER GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS, SUITABILITY OF THE ENVIRONMENTAL ATTRIBUTES, OR FREEDOM FROM INFRINGEMENT.

7.   SPECIFICATIONS AND REQUIREMENTS

The Environmental Attributes transferred from Seller to Buyer shall meet the quantities agreed by the Parties upon Seller’s receipt of the purchase price from Buyer.

1. The Environmental Attributes as defined herein, including, but not limited to, the ownership rights and the rights to claim and transfer to third parties all or part of such Environmental Attributes, limited to Buyer’s Scope 3 Emissions, and excluding Seller’s Scope 1 Emissions and Seller’s Scope 3 Emissions,  will be transferred upon full payment to Buyer. 
2. Buyer acknowledges that Seller shall not be restricted in its ability to obtain and use the Production Incentives that may be available to Seller.
3. Buyer acknowledges that Seller shall not be restricted in its ability to report or disclose with respect to the production of Sustainable Aviation Fuel and impact to associated Environmental Attributes within the Seller value chain.
4. The Parties shall comply with all Laws in connection with all claims, disclosures, announcements, and communications relating to the Environmental Attributes, taking into account the transfer of title to the Environmental Attributes to Buyer.
   

8.   COMPLAINTS, CLAIMS

Complaints as to defects in the PoC or any other matter must be notified to Seller as soon as possible, followed by a written claim to be made within five days after Buyer’s discovery of such defects.

IF A FORMAL WRITTEN CLAIM IS NOT RECEIVED WITHIN FIVE DAYS AFTER DELIVERY OF THE POC RELATING TO THE ENVIRONMENTAL ATTRIBUTES TO THE BUYER, THE CLAIM SHALL BE DEEMED TO HAVE BEEN WAIVED.

9.   DUTIES, TAXES, AND CHARGES

1. Buyer shall pay any taxes, fees, or other charges imposed by any national, local, or airport governing authority on the delivery and sale of the Environmental Attributes. Should Seller in good faith provide inaccurate or incomplete information to Buyer, Buyer will not be relieved of the obligation to pay. Buyer may take reasonable and lawful actions necessary to contest the validity, applicability, or any other like challenge with respect to the amount or application of such taxes, duties, and charges and shall institute actions to recover past or anticipated payments thereof. Unless other arrangements are made, all actions taken in this respect will be at Buyer’s sole expense.
2. Each Party will promptly and correctly complete and submit all documents that it is required to submit by the relevant Governmental Authorities, including, but not limited to, documents justifying a tax exemption and invoices in connection with the supply of Environmental Attributes. Each Party shall be considered responsible for any costs, expenses, taxes, duties, and other similar items such as penalties and fines that may arise from its failure to comply with applicable governmental regulations.
   

10.  LIABILITY

1. Buyer shall protect, defend, indemnify and hold Seller harmless from and against any and all claims, demands, suits, losses, expenses (including without limitation, costs of defense, attorney’s fees and interest), damages, fines, penalties, causes of action and liabilities of every type and character, loss or damage to any personal, intellectual or real property, caused by, arising out of or resulting from the sale of the Environmental Attributes and acts or omissions of Buyer, its officers, employees or agents, including resale of the Environmental Attributes.  Each Party shall indemnify the other Party to the extent of the grossly negligent acts or omissions or willful acts of its senior supervisory or managerial personnel. 
2. Except with respect to losses resulting from Seller’s gross negligence or willful misconduct, the total and cumulative liability of Seller for damages (whether a claim is based on warranty, contract, tort (including negligence or strict liability), statute or otherwise) arising out of, relating to, or in connection with an order shall be limited in the aggregate to the purchase price of the product sold under such order.
3. No claims shall be made by Buyer under the Agreement for special, indirect, incidental, punitive, exemplary, or consequential damages, including, without limitation, loss of profits, whether the damages are based in contract, in tort (including negligence or strict liability) or otherwise; provided that the waiver set forth in this Section 10.3 shall not apply to third party claims with respect to which a Party is required to indemnify the other Party hereunder.
   

11.  ASSIGNMENT AND SUBCONTRACTING

Buyer may not assign its obligations under the Agreement in whole or in part without prior written consent of Seller, which consent will not relieve Buyer of its obligations under this Agreement. Any assignment without such consent shall be void. 

12.  NON-WAIVER

Except as otherwise provided herein, no failure or delay of any Party (including their employees and agents) to exercise any right or power under the Agreement or at law or in equity will operate as a waiver thereof, nor will any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power under the Agreement, and no waiver of any Party of any term or part of any term of the Agreement will be binding unless expressly confirmed in writing.

13.  NON-DISCLOSURE

The information contained in the Agreement is confidential to the Seller. Buyer may only disclose such information to any person outside its own organization to the extent necessary to perform the Agreement and upon the prior written consent of Seller. However:

1. Buyer is allowed to disclose information to any Governmental Authorities, including disclosures required under the rules of any stock exchange on which the shares of Buyer (or its parent) are traded, to the extent disclosure is legally compulsory; and
2. Buyer is allowed to disclose quantities of CO2e purchased under the Agreement.

In no event shall Buyer include in any such disclosures information related to pricing.

The sustainability documentation and other information Seller is required to provide to Buyer under this Agreement for purposes of evidencing Buyer’s compliance with applicable Sustainability Criteria, including any EA Documents, does not constitute confidential information and shall not be subject to restrictions on disclosure.

14.  NOTICES

Any notice to Seller shall be made in writing, sent via courier, to the following address:

Phillips 66 Company
2331 CityWest Blvd
Houston, TX 77042-2862
Attn: Aviation / SAF Sales

Or sent via email to the following email address:  BuySAF@P66.com

15.  GOVERNING LAW AND JURISDICTION