SEC GENERAL TERMS AND CONDITIONS FOR PURCHASE

of standard components 2024

These general terms and conditions apply to all SEC Purchase Orders and Contracts for standard components unless otherwise specified in a framework agreement. Specific conditions and requirements will be outlined in the respective Contract or Purchase Order.

1.        Definitions, Interpretation and General Provisions

1.1     “SEC” means Scandinavian Energy Contractors A/S, CVR No: 4449781

“Contract” means the contract entered into between SEC and the Supplier consisting of the provisions of the Contract Documents.
“Contract Date” means the date of the Purchase Order or the date of signature on other contract form.
“Contract Documents” shall mean all documents that are attached to the Purchase Order or other contract form or referenced therein.
“Contract Price” means the sum to be paid for the Scope of Supply by SEC to the Supplier as noted in the Contract regulated according to change orders.
“Costs” mean all costs and expenses reasonably incurred, including costs of labour, travel, materials, equipment rentals, guarantees, bonds and insurance, taxes other than income taxes; but excluding all income and related taxes, administrative overhead, financing costs and profit.
“Defect” means any nonconformity and/or defect in the design, engineering, equipment, services, material, tool, supply, test or completion of the Scope of Supply and which is not in compliance with the Contract or with good engineering practice.
“Defect Notification Period” means warranty period as described in clause 10.2.
“Purchase Order” shall mean SEC´s purchase order document for the Scope of Supply.
“Scope of Supply” means all goods and services to be supplied and delivered by the Supplier pursuant to the Contract, including, without limitation, all materials, equipment, transportation, supervision, professional, design, engineering and construction services, drawings, document, manuals, guarantees, bonds and insurance.
“Site” means the site on which the Total Project is being undertaken.
“Supplier” means the person or entity to whom SEC has issued the Purchase Order or entered into the Contract with.
“Total Project” means the project being undertaken by SEC of which the Scope of Supply constitutes a portion of the total goods and services being provided by SEC.

1.2     The Contract represents the complete understanding and commitments of the parties concerning its subject matter. It is comprised of a number of the following documents. In the event of any discrepancies or inconsistencies among these documents, they shall take precedence in the following order:

                  1. Purchase Order or other Contract Document with particular conditions;
                  2. SEC’s General Terms and Conditions for Purchase;
                  3. SEC´s Technical Specifications and Drawings and related documents;
                  4. Shipping instructions and SEC Packing Guidelines;
                  5. SEC QHSE requirements;
                  6. Other documents attached to or referenced in SEC´s Purchase Order or other Contract form.

1.3     SEC will offer to enter into the Contract with the Supplier by sending a Purchase Order or other Contract form. The Supplier shall accept the Contract by either signing it or submitting a completed and signed SEC order acknowledgment form, or by providing another form of acceptance agreed upon by SEC, within 2 days of the Purchase Order or Contract date. Any late acceptance will only be valid with SEC’s explicit consent. SEC reserves the right to revoke its offer at any time before receiving the Supplier’s acceptance

1.4     SEC´s offer is limited to the terms of the Contract documents.  Any terms and conditions submitted by the Supplier that are different from or additional to those of the Contract documents shall not form a part of the Contract.

1.5     By accepting the Contract in accordance with Clause 1.3, the Supplier acknowledges receipt of the Contract Documents and confirms its understanding of their provisions. The Supplier further declares that it is fully qualified and capable of delivering the Scope of Supply and will convey good title to the Scope of Supply at the time of delivery, free and clear of all encumbrances, liens, or other security interests.

1.6     All changes to the Contract, notifications, requests, instructions, agreements etc. shall be in writing.

1.7     Unless otherwise specified in the Contract, all notices, communications, technical specifications or other documents created in connection with the Contract shall be produced in the English language.

2.        Scope Of Supply, Specifications, Documents and Plans 

2.1       The Supplier shall perform all work necessary to fulfil all its obligations under the Contract at its sole cost and expense.

2.2       The Supplier and the Scope of Supply shall comply strictly with all applicable requirements of the Contract,

2.3       Unless otherwise specified by SEC, the Supplier shall within 14 days after the Contract Date provide SEC with a detailed description of the design of the Scope of Supply, installation manuals, operation and maintenance manuals.

2.4       The Supplier shall deliver all documentation electronically in the format specified in the Technical Specifications. If no format is specified by SEC, the Supplier shall liaise with SEC to ensure that all submissions are made in a format that is readable by SEC. Documents submitted in a non-readable format shall not be considered delivered

3.        Quality

3.1       The Scope of Supply shall be new, free from any Defects in design, engineering, materials, construction and workmanship.

3.2       The Supplier shall ensure that all products delivered under this Contract meet or exceed the quality standards that are recognized as best practice in the Supplier’s industry.

4.        Change Orders and Changes to Scope of Supply

4.1       No change to the Scope of Supply, price, specifications, milestones or any other matter within the scope of the Contract shall be made except pursuant to a written change order issued by SEC.

4.2       SEC may, at any time request the Supplier to vary or add to the Scope of Supply.

5.        Subcontractors and Assignments

5.1       The Supplier shall be fully responsible for the acts and omissions of its sub suppliers.

5.2       The Supplier may only assign its rights or interests under the Contract to any third party with SEC´s written consent.

6.        Dangerous or Hazardous Materials

6.1       The Supplier shall promptly inform SEC of any dangerous or hazardous materials included in the Supply. The Supplier is responsible for transporting, handling, and storing these materials in compliance with applicable laws and regulations. The Supplier must clearly mark such goods and provide SEC with prior written notice of any shipment involving dangerous or hazardous materials, including relevant classification details for maritime and air transport.

7.        Inspection and Tests

7.1       SEC, and its customer and representatives, shall be entitled to inspect and test the Scope of Supply or any part thereof during manufacture and after completion. Such inspection and testing may be carried out at the place of manufacture or at Site, the participants in inspection and testing will cover own cost pertaining to this.

8.        Delivery, Performance and Cancellation

8.1       Unless otherwise agreed in the Contract, all deliveries shall be made on a Delivered Duty Paid (DDP) basis, in accordance with current Incoterms at the Contract Date. The Supplier is responsible for all costs and risks associated with the delivery of the equipment to the specified destination, including transportation, duties, taxes, and any other charges.

8.2       The Supplier shall ensure that all equipment is properly packed and protected to prevent damage during transit. Packing shall comply with industry standards and any specific requirements outlined in the Contract.

8.3       The Scope of Supply shall be in strict conformity with each and every requirement of the Contract, including the requirement of clause 3.1 that the Scope of Supply shall be free of Defects, and that it shall be delivered according to the time schedule specified in the Purchase Order or the Contract Document,. Time is of the essence, and the Supplier shall use best efforts to remedy any delay or nonconformity promptly. 

8.4       If the Supplier has any reason to believe that any stipulated milestones might not be met (including for the provision of any drawing, documents, guarantee, bond or insurance) or the Scope of Supply is otherwise not in conformity with the Contract, it shall immediately notify SEC, specifying the cause for the nonconformity, the nature of the problem, the estimated duration of the delay and its plan for remedying the nonconformity including delay.

8.5       SEC may instruct the Supplier to take such actions as can be expected to remedy or avoid a nonconformity including delay, including the application of additional manpower, rearrangement of plans or replacing or repairing Scope of Supply on-site or at such other place reasonably designated by SEC. If the Supplier disputes any SEC instruction, the Supplier shall nonetheless immediately comply with all of said instructions. Such compliance shall not be deemed a waiver by the Supplier of any right it may have to claim SEC for additional direct Costs or time extension. SEC may, in addition to any other remedy, step-in and remedy for the Supplier’s account, if SEC deems this necessary to minimize the consequence of a nonconformity including Defect or delay.

8.6       In case of any nonconforming including defective or incomplete Scope of Supply, the Scope of Supply shall not be deemed delivered until fully remedied. Such nonconforming, defective or incomplete Scope of Supply includes nonconforming, defective or incomplete Scope of Supply discovered at its point of installation.

8.7       SEC may withhold any and all payments until all nonconformities are fully remedied.

8.8       If the Supplier fails to achieve timely full and correct delivery of any Scope of Supply (other than the delivery of required documents and drawings), in accordance with the delivery milestones set forth in the Contract, then the Supplier shall pay SEC, as liquidated damages for delay and not as a penalty, an amount equal to 1.5 (one point five) per cent of the Contract Price for each commenced week of delay.

8.9       The sum of such liquidated damages shall not exceed 15 per cent of the Contract Price.

8.10    If the Technical Specifications cannot be met despite repairs or replacements, or the delay in delivery of the Scope of Supply exceed 10 weeks then SEC may in addition to other remedies cancel for default all or part of Scope of Supply or be entitled to a reduction of the Contract Price proportional to the shortcomings.

9.        Force Majeure

9.1       Force majeure means any

            a)          storm, hurricane, flood, lightning, or earthquake
            b)          war, rebellion, or civil war,
            c)          general strike or general labour stoppage (but exclusive of any strike or labour stoppage affecting                               only the Supplier or its subcontractors),
            d)          radioactive or other toxic contamination,
            e)          any force majeure situation claimed by SEC or the customer under the main contract between SEC                             and SEC’s customer, 

that could not be reasonably foreseen and is beyond the reasonable control of the party claiming force majeure and causes a material delay or disruption in the performance of any obligation under the Contract.

9.2       Notification of a force majeure event shall be given within 7 days of the occurrence of the circumstances constituting the Force Majeure Event and it shall specify the affected obligation. 

9.3       Any obligation by either party shall be excused to the extent and for the period that the party's inability to perform is caused by force majeure. Payments including financial and other monetary obligations cannot be excused by reason of Force Majeure except where due to Sanctions.

9.4       Upon the occurrence of force majeure, the Supplier shall continue to perform its obligations under the Contract so far as reasonably practical and shall immediately undertake all reasonable efforts to mitigate its effect.  If force majeure prevents a subcontractor of the Supplier from performing its obligations, the Supplier shall use his best efforts to procure performance by another subcontractor. The party affected by Force Majeure shall, upon request, submit to the other party a plan detailing all proposed actions to minimize any resulting delay.

9.5       In the event, that either Party is delayed by Force Majeure each Party shall bear his own costs arising from such delay. The extension of time shall be the sole relief to which a Party shall be entitled for the occurrence of a Force Majeure event.

9.6       If force majeure exists for a continuous period of 180 days, either party may terminate the Contract after giving 30 days´ written notice.

10.     Defect Notification Period

10.1    The Supplier guarantees and warrants (the "Guarantee") that the Scope of Supply conforms to each and every requirement of the Contract including the requirements that it must be of good and satisfactory quality and free of Defects in design, engineering, materials, construction and workmanship. All Defects occurring or discovered from the Contract Date to the end of the Defect Notification Period shall be promptly Made Good by the Supplier at his sole expense.

10.2    Unless otherwise specified in the Contract the Defect Notification Period for the Scope of Supply shall be 24 months after the products are set in use, however the Defect Notification Period shall start no later than 6 months after delivery of the Scope of Supply.

10.3    The Defect Notification Period for any Scope of Supply that is repaired or replaced within the Defect Notification Period shall however be prolonged to 24 months after the completion of such repair or replacement.

10.4    The Defect Notification Period for buildings or similar structures or parts or materials incorporated therein, shall however be 60 months calculated from the TOC Date, prolonged to 60 months after the completion of any repair or replacement.

10.5    If SEC reasonably requires that any Defect notified to the Supplier be Made Good promptly and the Supplier is unable or unreasonably refuses to comply within 7 Days or if earlier within reasonable time,  then SEC may, without prejudice to any other remedies or relief available to him under the Contract, proceed to do the work at the Supplier’s sole expense in such a manner as SEC or SEC’s customer may decide, including the employment of a third party.

10.6    The Supplier shall remedy all Defects resulting from the Supplier's gross negligence or wilful misconduct, regardless of when they occur.

10.7    If the Supplier fails to fulfil any of its guaranteed obligations, SEC shall have all rights and remedies set forth in clause 8.

11.     Price and Payment

11.1    The Contract Price and agreed rates are firm and will not be adjusted for changes in labour, materials, taxes, or other costs unless otherwise agreed. The Contract Price includes all duties, taxes, and assessments arising from the Supplier's obligations under the Contract.

11.2    Payment terms are current month + 30 days after receipt of correct invoice. Unless otherwise agreed, no payment shall become due until delivery of the entire Scope of Supply.

11.3    The Supplier shall submit the invoice, to invoice@secontractor.dk. Payment is conditional upon complete and conforming delivery of the Scope of Supply. SEC´s receipt of a complete and correct invoice and all required supporting documents.

11.4    SEC may deduct and offset all amounts owed by the Supplier to SEC whether due or not from any payments due or to become due to the Supplier

12.     Indemnification and Liability

12.1    The Supplier shall indemnify SEC against all demands, claims, losses, damages, expenses and costs (including attorney's fees) caused in any way by the Scope of Supply or resulting from the Contract, including claims relating to product liability or infringement of any intellectual property caused by SEC´s or its customer’s installation or use of the Scope of Supply.

12.2    Save as otherwise stated herein, neither party shall be liable to the other for any consequential, special, incidental or indirect damages or losses such as loss of profit or revenues.

12.3    The liability of the parties under this Contract is limited to a sum equal to the Contract Price.

12.4    Notwithstanding any other provision of this Contract, there shall be no limitation nor exclusion of liability in respect of death or personal injury, the Supplier’s indemnity under clause 17.1, a breach of clause 13.1 and 14.1 nor resulting from fraud, wilful misconduct or gross negligence.

13.     Compliance

13.1    The Supplier agrees to comply with all applicable laws, regulations, and standards, including but not limited to the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and any other relevant data protection and privacy laws.

13.2    The Supplier further warrants and undertakes to fully comply with SEC Code of Conduct which can be downloaded from SEC website www.secontractor.dk or be submitted to the Supplier upon request.

13.3    Any breach of this clause shall constitute a material breach of the Contract, and the Supplier hereby indemnifies SEC and its affiliates against any loss, damages, fines, penalties or claims of any kind which arise out of any breach of the foregoing obligation on the Supplier.

14.     Confidentiality

14.1    Any know-how or information, including information about pricing, trade secrets or other information relating to method of doing business exchanged between the parties which is not properly in the public domain, shall be treated as confidential and safeguarded from disclosure by the parties including all representatives and employees and not be used except where relevant for the Scope of Supply or legally required.

15.      Law and Disputes

15.1    The Contract shall be governed by and interpreted according to the laws of Denmark. SEC´s remedies set forth herein are in addition to any other available at law.

15.2    The Parties shall endeavour to resolve all disputes arising out of or in connection with the Contract through consultation and negotiation in good faith in a spirit of mutual cooperation. If the dispute cannot be resolved at management level within 30 days, then the matter will be escalated to the CEO level or their designees for resolution. They will use reasonable efforts to attempt to resolve the dispute through good faith negotiations by telephone or in person as may be agreed. If they fail to resolve the dispute within thirty (30) days after it is referred to them and do not mutually agree to extend the time for negotiation, then the dispute will be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one or more arbitrators appointed in accordance with the said Rules. Arbitration shall take place in Copenhagen, Denmark and its proceedings shall be governed by the laws of Denmark. The language of the arbitration shall be English. The award shall be based upon principles of law and shall be final and binding upon the parties without the right of appeal to the courts. The award may be entered by any court having jurisdiction thereof. The arbitrators shall allocate the costs and expenses of the arbitration and may award to a party reimbursement of its reasonable attorney's fees.

15.3    The parties shall continue to perform fully and unconditionally all their obligations under the Contract notwithstanding the pendency of any dispute or arbitration. 

16.     Notification

16.1    All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by e-mail (with receipt confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation). Unless otherwise specified in the Contract, all contractual notices shall be submitted to  procurement@secontractor.dk  with cc to the SEC contact person named in the Contract/Purchase Order. 

17.     Survival

17.1    Any terms, covenants, provisions or conditions of this Contract which expressly or by their nature survive the termination of the Contract including clause 12.1, 13.1, 14, and 15 continue in full force and effect subsequent to and notwithstanding such termination, and shall not be merged with the termination, until such terms, covenants, provisions and conditions are satisfied or by their nature expire.

2024 - Allerød, Denmark.