Decarbonization Terms of Service
Terms and Conditions
These terms and conditions (“Terms”) apply to the purchase by a Buyer and sale by Green Project Technologies, Inc. (“Seller”) of any environmental commodities (“Products”) through the website with the URL as follows: app.greenprojecttech.com (the “Site”). These Terms are subject to change by Seller without prior written notice at any time, in Seller’s sole discretion. Any changesto the Terms will be in effect as of the “Last Updated Date” referenced on the Site. Buyer should review these Terms beforepurchasing any Products that are available on the Site. Your act of completing a purchase through this Site will constitute Buyer’sacceptance of and agreement to the Terms THEN IN EFFECT ON SUCH DATE.
1. Definitions. As used in these Terms, the following capitalized terms shall have the meanings set forth below:
“ACT” means ACT Commodities Inc., ACT Commodities B.V., ACT Solutions APAC Pte. Ltd. or another affiliated entity of Seller.
“Business Day” means any day except a Saturday or Sunday, or a United States Federal Reserve Bank holiday. A Business Day opens at 8:00 a.m. and closes at 5:00 p.m. eastern standard time.
“Buyer” means the party set forth in a Purchase Order that is obligated to purchase the Products.
“Delivery” means the retirement of the specified amount of Product by ACT in the Registry tracking system on behalf of Buyer (or such other entity specified by Buyer in the Purchase Order).
“Purchase Order” means an electronic order by Buyer for the purchase of Product from Seller.
“Product” means the Renewable Energy Certificates (“RECs”), international RECs, Guarantees of Origin, Verified Emissions Credits and/or other type of environmental commodity or energy attribute certificate, each as specified in a Purchase Order.
“Registry” means the applicable environmental registry and information system that tracks the generation and retirement of specified environmental attributes, and any successor tracking system, that facilitates the sale and purchase of the Product specified in the Purchase Order.
2. Terms Applicable to Transactions on the Site.
2.1 General. All Purchase Orders completed on the site shall be subject to and according to the Terms, which override and exclude any other terms stipulated, incorporated or referred to by Buyer during any other negotiations or in any course of dealing between Buyer and Seller. Buyer agrees that Buyer’s completion of a Purchase Offer is an acceptance of Seller’s offer to sell the Products in the corresponding amounts and for the corresponding Product price, in each case, as specified in the Purchase Order and subject to these Terms. Verification of information may be required prior to the acknowledgment or completion of any Purchase Order. By submitting a Purchase Order, Buyer represents that the Products will be used only in a lawful manner.
2.2. Pricing. The Product price shall be the price specified on the Site at the time of Buyer submission of an order to purchase which shall be reflected in the Purchase Order.
3. Purchase Orders; Payment; Fulfillment.
3.1. Purchase Orders. Seller shall cause all completed Purchase Orders to be fulfilled and Delivered by ACT.
3.2. Payment. In connection with Buyer’s submission of the Purchase Order, Buyer shall complete electronic payment via the Site in the amount reflecting the total purchase price for the Product in an amount equal to the product of (x) the quantity of Product specified in the Purchase Order and (y) the Product price as specified in the Purchase Order, plus applicable sales taxes and levies in accordance with the laws of Seller’s jurisdiction, if any.
3.3. Taxes. Buyer will be responsible for any taxes imposed on the receipt or ownership of Product at or after the time and place of Delivery.
3.3. Transfer of Title. No property interest in the Product will pass to Buyer until payment is complete. Upon completion of payment and Delivery of the Retirement Statement as specified in Section 4 below, all rights, title and interest in and to the Product will transfer to Buyer.
4. Retirement of Product. In completing the form to purchase Product via the Site, Buyer shall specify beneficiary instructions for any applicable Retirement Statement, which shall be reflected on the Purchase Order. No later than sixty (60) Business Days after Seller’s receipt of payment for the Product, Seller shall cause such Product to be retired by ACT on Buyer’s behalf (or on behalf of such other entity specified by Buyer in the Purchase Order).
5. Representations and Warranties.
5.1. Seller Representations and Warranties. With respect to the Product sold, Seller represents and warrants to Buyer that as of the date of the Delivery (i) all right, title, and interest in and to such Products are free and clear of any liens, taxes, claims, security interest or other encumbrances and (ii) each Product Delivered meets the specifications set forth on the Purchase Order.
5.2. No Other Representations and Warranties. EXCEPT AS SET FORTH IN SECTION 5.1, ALL OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR WITH RESPECT TO CONFORMITY WITH ANY MODEL OR SAMPLES, ARE DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY HEREUNDER WITH RESPECT TO ANY FUTURE ACTION OR FAILURE TO ACT OR APPROVAL OR FAILURE TO APPROVE BY ANY GOVERNMENTAL AUTHORITY.
7. General
7.1. Force Majeure. Seller will not be liable to Buyer or be
deemed to be in breach of these Terms due to any delay in
performing or any failure to perform any of Seller’s obligations under these Terms if the delay or failure was due to any cause beyond Seller’s reasonable control (which include, but are not limited to government actions, war, fire, explosion, flood, acts of terrorism, import or export regulations or embargoes, labor disputes or inability to obtain or a delay in obtaining the Products). Seller may, at its option, delay the performance of or cancel the whole or any part of any Purchase Order.
7.2 Governing Law. These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles. The sole jurisdiction and venue for any claim arising from the Products or these terms shall be in a court of competent jurisdiction in the State of New York, and Buyer consents to the exclusive jurisdiction and venue of such courts.
7.3. Notices. Notices to Buyer (including notices of changes to these Terms) may be made via posting to the Site or by-email).
7.4. Entire Agreement. These Terms constitute the entire agreement between Buyer and Seller regarding the subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements or understandings between Buyer and Seller relating to such subject matter.
7.6 Limitation of Liability. IN NO EVENT WILL SELLER BE LIABILE TO BUYER FOR PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, LOST PROFIT OR BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT, CONTRACT OR OTHERWISE.
Customer acknowledges these Terms in effect as of the date set forth below, which may be updated from time to time at Seller's discretion.