1. DETAILS OF THE MAIN TENANT/SERVICE
Pangaea Tree Ltd
401 Bay St., Suite 2702, Toronto, Ontario, Canada, M5H 2Y4
LEI: 9845004DD65D6840DG97
2. PERSONAL DATA OF THE PRINCIPAL/SUBLESSEE/PURCHASER
3. INVESTMENT OBJECT
Lease period: 10 years
Price per tree: $349
Yearly Maintenance Fee: $39.00 USD
4. ACCOUNT DATA/BANK ACCOUNT
5. COMPANY INFORMATION*
*For corporate clients.
A) LEASE AGREEMENT
1. The Company leases and cultivates a plantation ("Plantation") in the municipality of Valencia in the province of Guadassuar in Spain, leased from a Spanish company, which it will plant with paulownia trees (paulownia tomentosa).
The Purchaser, as sublessee, now leases the aforementioned number of trees (hereinafter the "Trees") and the land surrounding them (approximately 1.6 m2/tree, collectively the "Leased Property") from the Company pursuant to the foregoing and following agreements.
2. The lease period is a maximum of ten years, with the Purchaser having the option to shorten it to a minimum of one year. The company will suggest to the Purchaser to cut down and exploit a tree as soon as a cubic metre of wood mass has been formed - this is normally the case after 8-10 years. The Company does not recommend felling the tree before this mass is reached.
However, the decision on when to cut down a tree and thus on the duration of the lease rests with the Purchaser.
3. The Purchaser agrees that the Leased Property shall only be used for the cultivation of Paulownia trees as described above. The Purchaser further agrees with the company on a mandatory basis the following service contract and undertakes to have the leased property managed exclusively by the company.
4. The Purchaser is not permitted to sublease the land or to have it cultivated by third parties or to use it in any other way.
5. The rent is CHF 200 for the entire lease term of max. 10 years. The rent is payable in advance.
6. The Purchaser’s trees are individually marked so that they can be assigned to the Purchaser at any time.
7. The Purchaser has the right to terminate the lease agreement after one year at the earliest with a notice period of six months in each case, whereby there is no repurchase obligation on the part of the Company. In this case, however, the Company will endeavour, but cannot guarantee, to find a third-party purchaser, the purchase price plus CHF 25 per tree ring (i.e. per year) being the target price. However, this guide price is not guaranteed and is subject to fluctuations in the market.
The company reserves the right to buy back the trees from the Purchaser himself, whereby the price must be negotiated.
8. The lease agreement ends with the felling and recovery of the trees and thus with the payment of the corresponding proceeds of the recovery to the Purchaser.
B) SERVICE CONTRACT
9. The Purchaser commissions the company to manage, plant, cultivate, fell and sell the leased property on his behalf.
10. The company assures to manage the leased property and the plantation as a whole according to high ecological, social and economic standards. Organic standards shall be complied with wherever possible.
11. This service contract is valid for the entire lease period until the realisation or payment of the proceeds of the corresponding leased trees. This service contract is linked to the previous lease contract.
12. The plantation is managed as a whole. The shareholders are responsible in particular for the necessary supply of water to the trees, the ongoing monitoring of the trees, timely harvesting and sale at prices in line with the market.
The aim is to achieve an optimal harvest in terms of quality and quantity and to sell it at the best possible market price. The Company does not guarantee quality, quantity or price.
13. Within the scope of due diligence under contract law, the Company shall assume the guarantee for a new planting of a tree if one or more trees leased by the Purchaser do not grow and die within the first four months. Further guarantees for the existence and flourishing of the trees are not assumed.
14. The costs for the management, felling and sale of the respective leased property are partly covered by the rent. In addition, the Purchaser shall pay an annual management commission of CHF 10/tree, payable in March each year, for the first time in March following the conclusion of this contract, and for the last time in March of the harvest year.
15. The Purchaser bears the full risks of this investment and is aware that an investment in nature is influenced by many environmental factors. The Company only guarantees a new planting within the scope of section 13 above. However, the Company undertakes to do everything in its power to ensure that the Purchaser’s trees thrive, are professionally felled and utilised and that an optimum profit is made from them in accordance with the respective market prices. However, the Company does not guarantee the quality, quantity or proceeds of the leased property.
16. In particular, the Company shall not be liable for damage caused by natural events or force majeure. Claims for damages are limited to gross negligence and intent on the part of the Company, as well as to the amount of the respective investment made.
17. The Purchaser has the right to inspect the plantation and in particular his plot at any time by appointment or to have it inspected by an authorised representative. The company shall otherwise keep him informed at least once a year about the prosperity of his investment.
C) GENERAL
18. The Purchaser is obliged and responsible for ensuring that the Company has his personal details, his current address and his current bank details at all times. Otherwise, the Company shall not be liable for any damage caused by delivery to a previous address, nor for booking or rejection on the basis of an account that is no longer up to date.
If the Company does not have the current account details and as long as it does not have the current account details, it is not obliged to pay out.
19. Any change or amendment to this contract requires the consent of both parties and written form. No transfer of the rights and obligations of the parties to a third party is provided for.
20. The invalidity or unenforceability of individual provisions of this contract shall not affect the validity of the remaining provisions of the contract. Any invalid provision shall be replaced by a provision that comes as close as possible to the meaning and purpose of this contract.
21. This contract is subject to Swiss law. The place of jurisdiction is the respective registered office of the company.
