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­­­­General Terms and Conditions

1.General

These Terms, as amended from time to time, apply to the provision ofServices by AFS Commodities USA INC (hereinafter “AFS”) to its clients. AFS isa Delaware company having its place of business in New York city.

2.Definitions
‍In this document:

a. Agreement means the agreement between AFS and the Client regarding the saleor purchase of Certificates which can be under a master agreement, a sale orpurchase agreement for one transaction or by any other agreement, including butnot limited to written or verbal sale or purchase agreements;
b. Certificates means registrycertificates introduced by a regulation or voluntary system with a centralizedregister in which a transfer of ownership can take place;
c. Client meansany party contracted under a Service Agreement with AFS;
d. Party (or Parties)means AFS and its Clients
e. Servicesmeans our services regarding the sale or purchase of Certificates;
f. Trade Confirmationmeans the written confirmation of a Transaction of one or more Certificates.
g. Transaction means the purchase or sale of one or more Certificates,or any other transaction entered into between Parties which is either executedor received and transmitted by AFS under these Terms, including a withdrawal orcancellation thereof;

3.No Financial Instruments, no regulation

AFS and its Services are not regulated by any financial regulator.Certificates are not financial instruments.

4.Professional Counterparty ‍

AFS accepts transactions only on the basis that the Client declaresto be professional: The Client warrants to be able to assess the risks of anytransaction including but not limited to the exposure of market risk, creditrisk, operational risk, legal risk and other risks directly or indirectly theconsequence of any transaction. AFS does not provide investment services thatincludes 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 detailsof each such Transaction executed between AFS and the Client.  The Confirmation shall include thetransaction type, the transaction date, quantity, price, term, commission,general terms and conditions and counterparty information.  The Client shall use all reasonable endeavorsto notify AFS as soon as practicable, not later then  on the same business day it received theConfirmation from AFS,    after thereceipt of the Confirmation to make correction on mistakes and errors made onthat Confirmation which is not in line with the agreed Transaction.. In theevent of any disagreement with the terms of the Transaction, both AFS and theClient shall review their records reflecting the instructions given.  If it is determined that AFS executed theTransaction in a manner consistent with the instructions of the Client, theClient shall be bound by the Transaction. In the event that AFS executed the Transaction under terms inconsistentwith the instructions of the Client, the Client shall not be bound by theTransaction.

6.Payment and delivery of Certificates

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

7.Broker or Principal Agent‍

AFS can act as Name passing broker or in the capacity of PrincipalAgent.
A. As Name passingbroker 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 explicitlyagreed.
B. As PrincipalAgent AFS will be the legal counterparty to the Transaction. AFS onlyaccepts transactions as Principal Agent based on written and signed contracts.

8.KYC requirements‍

The Client agrees and consents to be subject to anyknow-your-customer procedure, which may include an obligation  to disclose financial information, ultimatebeneficiary owners and other necessary legal information AFS requires to haveon 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 actsas agent or representative, that:
a. the Client is familiar with and aware of the risks and potentiallosses that may result from trading Certificates and the Client shall always doits own due diligence of Certificates 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 connectionwith any Transaction;
d. The Client shall comply with any applicable laws and/orregulations including anti money laundering rules;
e. Any information provided to AFS shall not be misleading and shallbe true and accurate;
9.2. The Client shall immediately inform AFS of any relevantchanges in the information the Client has provided to AFS.8.2 If the Client is aseller of Certificates then the Client also represents and warrants on eachdelivery date that:
       i. the Client is legally entitled todispose of the relevant Certificates;
       ii. such Certificates are not subject to anypledge, interest or other encumbrance;
       iii. the Certificates are transferable; and
       iv. the Certificates correspond to the conditions agreed in the relevant Transaction.

10.Termination

10.1 Any Party can terminate the Agreement at any time by serving awritten notice to the other Party if the other Party:
a. is subject to a bankruptcy order or becomes insolvent or makesany arrangement or composition with or assignment for the benefit of its creditorsor go into liquidation, either voluntary or compulsory, or if a receiver oradministrator is appointed over its assets;
b. commits an irremediable material breach of the Agreement or theseTerms and Conditions;
c. commits any material breach of its obligations under theAgreement or these Terms and – if the breach is rectifiable - fails to rectifysuch breach to the satisfaction of both Parties within a reasonable amount oftime after a written demand to do so.
10.2 Upon terminationpursuant to this clause, any amount, property, asset or liability or obligationdue by the other Party will become immediately due, payable or deliverable tothe terminating Partys.

11.Limitation of Liability

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

12.Force Majeure and hardship‍

12.1 AFS shall not be liable to the Client for any delay ornon-performance of its obligations under the Agreement or these Terms andConditions to the extent to which such delay or non-performance arises from acause beyond the control of AFS, including, without limitation, governmentalintervention, actions or interventions of relevant (supervisory) authoritiesand/or trading venues including market or product interventions, breakdown orfailure 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 ofAFS has become excessively onerous due to an event beyond the reasonablecontrol of AFS which AFS could not have reasonably been expected to take intoaccount at the time of the conclusion of the Agreement, AFS shall be bound,within a reasonable time of the invocation of this clause, to negotiatecontractual terms which reasonably allow to overcome the consequences of theevent.

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, evenif these conversations or communications do not result in the conclusion of aTransaction with the Client. Such records or transcripts from such recordingswill be the property of AFS and shall be accepted by the Client as evidence oforders, instructions or any terms or conditions. During a period of five years theClient may request access to such records of telephone conversation andcommunications relating to a specific Transaction, for which AFS may charge afee. AFS is also obliged to provide these records to the national competentauthority on their request.
13.2 The Client warrants to have obtained all necessary consent ofits employees regarding these recordings. The Client waives its right toreceive individual notice of recording.
13.3 The records of AFS, unless shown to be wrong, shall be evidenceof dealings of the Client with AFS in connection with Services and Transactionsof AFS. Without prejudice to the foregoing, the Client shall remain responsiblefor keeping its own records.

 14.Confidentiality, data protection‍

14.1 AFS shall treat information which AFS holds about the Client asprivate and confidential and shall only use and disclose this information:
(i) when necessary for the performance of its obligations towards theClient, or
(ii) when permitted or required by law, or
(iii) with the permission of the Client for any marketing or othercommercial purpose.
14.2 AFS processes personal data in accordance with the applicabledata protection rules as set out in the privacy and cookies statement that canbe found on our website.

15.Amendment and publication

AFS may, at any time, and at its sole discretion, modify these Termsand Conditions. Any such modification shall be effective immediately uponnotice and public posting. Continued use by the Client of the Services of AFSfollowing any such modification constitutes unequivocally the acceptance ofthose modified Terms and Conditions. The current applicable version of theseTerms 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 theAgreement, the Parties undertake to proceed diligently with good faithnegotiations in an attempt to find a mutually agreeable solution best adaptedto the situation. The dispute shall be raised by means of written notice fromone Party to the other. In the event that the Parties cannot reach an agreementto resolve the dispute within 45 Business Days following notice of suchdispute, then either Party shall have the right to pursue its legal rights andremedies exclusively and finally by litigation in the state or federal courtslocated in New York, City of NY.

THE PARTIES IRREVOCABLY AND UNCONDITIONALLYACCEPT FOR THEMSELVES AND IN RESPECT OF THEIR PROPERTY, GENERALLY, THEJURISDICTION OF SUCH COURTS, WAIVE ANY OBJECTION TO SUCH FORUM (INCLUDING ANYVENUE OR INCONVENIENT FORUM GROUNDS) AND WAIVE ANY RIGHT TO TRANSFER VENUE FROMSUCH COURTS. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANYAND ALL CLAIMS OR RIGHTS THAT SUCH PARTY OR ITS SUCCESSORS OR ASSIGNS MAY HAVETO ANY TRIAL BY JURY ON ANY ISSUE ARISING OUT OF LITIGATION OR DISPUTES UNDERTHIS AGREEMENT, SUCH PARTY INTENDING TO WAIVE AND FOREVER RELINQUISH ANY RIGHTUNDER APPLICABLE LAW PROVIDING FOR A RIGHT TO TRIAL BY JURY.

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