Course 08 of 20 · Emissions and Carbon Desk Academy

Purchase Agreements & Delivery Risk

Stage B, Obligation, custody and counterparty assessment. Level 4 of 10.

The commercial contract for credit purchase and the allocation of delivery, shortfall and non-performance risk between the parties.

122 chapters · 11 modules · every chapter one 8 to 10 minute explainer · builds on: Course 04, Course 06, Course 07

Enrol or enquire See the 122 chapters
How a chapter is delivered

One chapter is one idea taken to the point of use

Each chapter covers one idea to the point where you can use it, and comes two ways: a narrated explainer, and a deep dive audio discussion of around thirty minutes that works the same material at depth.

Self-paced throughout, and the same chapters can be taught as a cohort. Chapters run in order: each one assumes only what the chapters before it taught, and capability belonging to a later course is named and deferred rather than half-covered.

Curriculum

11 modules · 122 chapters

Open any module for its full chapter list, in teaching order.

M0 What a Carbon Purchase Agreement Has to Do Ch 1-10
  1. Why a Carbon Unit Needs a Contract at All
  2. What the Registry Record Does Not Tell a Buyer
  3. The Bargain Behind a Single Tonne
  4. Allowance Purchase Against Credit Purchase
  5. Spot, Forward and the Gap Between Trade and Transfer
  6. The Counterparties a Carbon Desk Buys From
  7. Buying Direct From a Project Against Buying From a Trader
  8. The Broker-Matched Trade and Whose Paper Governs
  9. Where the Commercial Risk Actually Sits
  10. The Shape of a Carbon Purchase Agreement
M1 Defining the Deliverable Unit Ch 11-21
  1. Defining the Deliverable Unit as a Contract Term
  2. Naming the Registry and the Programme in the Specification
  3. Project Identity, Serial Ranges and Deliverable Boundaries
  4. Vintage as a Contractual Field
  5. Methodology Version Written Into the Specification
  6. Label and Co-Benefit Claims as Deliverable Conditions
  7. Authorisation Status as a Specification Field
  8. How Narrow a Specification Should a Buyer Write
  9. The Seller's Case for a Wider Deliverable Basket
  10. Substitution Rights Inside an Agreed Specification
  11. A Specification Nobody Can Deliver Against
M2 Firmness and Who Carries Issuance Risk Ch 22-32
  1. Firm Delivery and What the Seller Is Promising
  2. Unit-Contingent Delivery and What the Buyer Accepts
  3. The Project-Specific Obligation and Its Escape Hatch
  4. Pre-Issuance Purchase Against a Verification Already Underway
  5. When the Verified Quantity Comes In Short
  6. Issuance Delay Against Issuance Failure
  7. Pro Rata Allocation Across a Seller's Buyers
  8. Partial Supply and Whether the Balance Survives
  9. Reading Firmness Off a Confirmation
  10. What Firmness Is Worth Without Quoting a Number
  11. Choosing a Firmness Basis for the Obligation You Hold
M3 Masters, Confirmations and Bespoke Paper Ch 33-43
  1. The Standing Master and the Single Trade Beneath It
  2. Standard Forms for Allowance Trading
  3. Standard Forms for Voluntary Credit Trading
  4. What the Master Settles Once for Every Trade
  5. The Fields a Carbon Confirmation Must Carry
  6. Order of Precedence Across Master, Annex and Confirmation
  7. Bespoke Long-Form Agreements and When They Are Warranted
  8. Trading Under Paper You Did Not Draft
  9. Term Sheets and the Moment the Trade Becomes Binding
  10. When the Project Developer Changes Hands
  11. Amending a Live Agreement Without Reopening the Trade
M4 Warranties, Representations and Conditions Ch 44-54
  1. Good Title to an Intangible Unit
  2. The Warranty That the Unit Has Not Been Used
  3. Exclusivity and the Risk of a Double Sale
  4. The Seller's Warranty on Project Rights and Consents
  5. Quality Representations Against the Diligence File
  6. What a Seller Will Not Warrant
  7. Sanctions, Screening and Counterparty Representations
  8. Conditions Precedent Before Any Transfer Can Happen
  9. The Buyer's Account as a Condition Precedent
  10. Repeating Representations at Delivery
  11. Remedy for a Representation That Proves False
M5 Transfer Mechanics and the Act of Delivery Ch 55-65
  1. What Delivery Means When Nothing Physically Moves
  2. The Transfer Instruction as the Performance Act
  3. Delivery Date, Delivery Window and the Business Day
  4. Payment Against Transfer and the Sequence Risk
  5. Multi-Step Transfers and Registry Processing Time
  6. Delivering Into a Third Party's Account
  7. Retirement on the Buyer's Behalf as Performance
  8. Delivery Across Two Different Registries
  9. A Transfer That Lands in the Wrong Account
  10. A Registry Unavailable on the Delivery Date
  11. Evidence That Performance Occurred
M6 Shortfall and Failure to Deliver Ch 66-77
  1. Shortfall Defined as the Agreement Recognises It
  2. The Grace Period and the Cure Right
  3. Replacement Cost as the Measure of Loss
  4. Proving a Replacement Price for a Non-Fungible Unit
  5. Liquidated Damages and What They Must Justify
  6. Make-Good Supply Against a Cash Settlement
  7. Sole Remedy Clauses and What They Shut Out
  8. The Liability Ceiling and the Exposure Above It
  9. A Late Delivery That Misses a Surrender Deadline
  10. The Buyer's Failure to Pay or to Receive
  11. Suspension, Acceleration and Termination for Non-Performance
  12. A Shortfall Worked From Notice to Settlement
M7 Risk That Survives the Transfer Ch 78-88
  1. The Risk That Survives Delivery
  2. Invalidity as a Contractual Event
  3. Who Carries the Cost of a Cancelled Unit
  4. Reversal and the Contractual Consequence
  5. Double Counting Discovered After Retirement
  6. A Programme That Withdraws a Methodology
  7. Seller Indemnity Against Buyer Acceptance
  8. The Survival Period and How Long a Claim Lives
  9. Replacement Units as the Standing Remedy
  10. Escrow and Holdback Against a Later Claim
  11. Negotiating Post-Delivery Protection From Each Seat
M8 Excuse, Change in Law and Exit Ch 89-99
  1. Excuse in a Market Built on Administrative Acts
  2. What Force Majeure Can and Cannot Reach Here
  3. Project Events That Stop an Issuance
  4. Host Country Action as a Relief Event
  5. Change in Law Over a Short-Dated Purchase
  6. Tax Change and Who Absorbs It
  7. Scheme Rule Change and the Compliance Buyer
  8. The Material Adverse Change Argument and Its Assumptions
  9. How a Supplier Loses a Good Excuse
  10. Termination Rights and the Close-Out Calculation
  11. Walking Away From Prolonged Relief
M9 Security, Payment and Counterparty Standing Ch 100-109
  1. Performance Security Against Payment Security
  2. The Parent Guarantee Behind a Small Seller
  3. Letters of Credit in a Carbon Purchase
  4. Collateral in a Bilateral Carbon Trade
  5. Invoicing, Payment Terms and Netting
  6. Transaction Taxes, Registry Fees and Who Pays Them
  7. Credit Terms for a Project Developer Counterparty
  8. Set-Off, Close-Out Netting and Insolvency
  9. Where Security Ends and Financing Begins
  10. Governing Law, Seat and Dispute Resolution
M10 Negotiating and Working the Agreement Ch 110-122
  1. Sequencing a Carbon Purchase Negotiation
  2. The Clauses Worth Spending Negotiating Capital On
  3. Negotiating From the Buyer's Seat
  4. Negotiating From the Seller's Seat
  5. The Diary a Signed Credit Purchase Creates
  6. Back to Back: the Purchase and the Onward Sale
  7. A Worked Spot Purchase, Part One: the Trade and the Paper
  8. A Worked Spot Purchase, Part Two: Where It Went Wrong
  9. A Worked Forward Purchase on a Verification Event
  10. The Same Agreement Read Two Years Later
  11. Where This Treatment Is Deliberately Simplified
  12. What Contractual Risk Allocation Cannot Do
  13. Where Delivery Risk Is Picked Up Next

The brochure gives each of these 122 chapters a paragraph on what it covers and what you can do once you have worked through it.

This is course 8 of twenty

It stands alone, and it is also the entry point to the Emissions and Carbon Desk Academy pathway.

Enrol or enquire See the whole pathway