Terms of Sale
Terms & Conditions of Sale
1. Zero Petroleum CDR Technology
1.1. We have developed a technology to capture CO2 from ambient air and build and operate equipment applying this technology. We combine this with permanent storage of CO2 (for example carbon mineralization), performed by third parties contracted by Zero Petroleum, to remove CO2 from the atmosphere. We refer to the combined process as Zero Petroleum Carbon Dioxide Removal (“Zero Petroleum CDR”).
1.2. This combined process is used to provide
Zero Petroleum CDR services (“Zero Petroleum CDRServices”). The applied processes and methodsare not used on an industrial scale and may notbe based on proven technology. Zero PetroleumCDR is being scaled up to bring the relevant technology to an industrial scale to contribute to reverse climate change. We will contact you with general updates and information from time to time.
2. Ordering Zero Petroleum CDR Services
2.1. Zero Petroleum CDR Services can be ordered on our website or through a Zero Petroleum salesperson. Any agreement as regards Zero Petroleum CDR Services (“Agreement”) shall be subject to the order confirmation sent by Zero Petroleum (“Order Confirmation”) and these terms and conditions (“Terms and Conditions”).
2.2. Conflicting terms and conditions shall only be applicable to the extent we have agreed to them in writing. The Terms and Conditions valid at the time of the order apply.
3. Scope of Zero Petroleum CDR Services
3.1. Zero Petroleum will remove the confirmed net quantity of CO2 (“Service Quantity”) from the atmosphere by performing Zero Petroleum CDR. We will capture CO2 from ambient air with one or several units operated by or on behalf of us (“Zero Petroleum Plant”), provide or have provided the captured CO2 to one or several third parties and contract with such third parties to perform subsequent permanent storage.
3.2. The Service Quantity is conclusively determined by a mass flow meter in the Zero Petroleum Plant. CO2 emissions caused by the Zero Petroleum CDR process are deducted and only the removal of the net quantity is sold to you.
3.3. The Zero Petroleum CDR Services are completed once the Service Quantity has been removed from the atmosphere by means of Zero Petroleum CDR.
4. Pricing for Service Quantity
4.1. The price of the Service Quantity quoted in the Order Confirmation includes the subsequent permanent storage of the CO2.
4.2. All prices are quoted as net prices and do not include value added tax, which, if applicable, is charged in addition in the amount specified by applicable law. Additional charges or taxes are to be borne by you.
5. Zero Petroleum CDR Services Confirmation
5.1. We will log the Service Quantity removed from the atmosphere for you to record the Service Quantity attributable to you (“Zero Petroleum CDR Register”).
5.2. Zero Petroleum will complete performance of the Zero Petroleum CDR Services within seven (7) years or earlier following the Order Confirmation date.
5.3. Any transfer of the Service Quantity requires an amendment of the Zero Petroleum CDR Register.
6. Payment and Assignment
6.1. When ordering through our website, the payment of the amount charged for the provision of the Zero Petroleum CDR Services (“Zero Petroleum CDR Service Fee”), is typically credit card based.
6.2. In case of invoicing, payments are due within 30 (thirty) days to an account indicated by us. Charges related to invoice amounts are to be borne by you.
6.3. We are entitled to assign this Agreement, in whole or in part, to one or several affiliates of Zero Petroleum.
7.1. The liability of either party is excluded for incidental, special, indirect or consequential losses or damages (including loss of use, loss of profit and third party claims) arising out of or in connection with Zero Petroleum CDR Services.
7.2. To the extent permitted by law, the liability of either party under or in connection with Zero Petroleum CDR Services, whether arising in tort, for breach of contract or otherwise, shall be limited to the Zero Petroleum CDR Service Fee.
8. Intellectual Property
8.1. You are entitled to use any documentation provided as part of the Zero Petroleum CDR Services to assert the Service Quantity attributable to you.
8.2. No rights other then set out in Section 8.1 are granted. In particular, no license, rights of use and/or ownership of any kind of Zero Petroleum’ intellectual property are granted and all knowhow, patents, trademarks, tradenames, designs, copyrights, manufacturing or business secrets and all other intellectual property which are/is owned by Zero Petroleum at the Order Confirmation date shall remain the exclusive and unrestricted property of Zero Petroleum.
9. Data Protection
9.1 Each party shall comply with applicable data protection legislation in the course of performing its obligations under the Contract.
10. Term and Termination
10.1. The provision of Zero Petroleum CDR Services terminates once the parties have complied with their obligations under this Agreement. In case the Zero Petroleum CDR Service Fee or any other agreed payment is not received by Zero Petroleum within the payment period set by us, we shall be entitled to terminate this Agreement without notice.
10.2. If Zero Petroleum confirms that performance of the Zero Petroleum CDR Services cannot be completed within the period defined in Section 5.2, you are entitled to terminate this Agreement by notice to Zero Petroleum.
10.3. In case of a termination pursuant to Section 10.2, you and Zero Petroleum shall each bear its own costs and Zero Petroleum shall refund to you, if applicable pro rata, the Zero Petroleum CDR Service Fee already paid by you to Zero Petroleum for which Zero Petroleum CDR Services have not yet been performed within 90 (ninety) days following the termination notification to an account indicated by you.
11.1. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision. Any invalid or unenforceable provision shall be replaced by a valid and enforceable provision reflecting the economic intent of the parties.
11.2. This Agreement shall be governed by substantive Swiss law. The United Nations Convention on the International Sale of Goods (CISG) shall not apply. If a dispute cannot be resolved, the ordinary courts of Zurich, Switzerland, shall have exclusive jurisdiction.