Terms and Conditions of sale

Edition November 2024

1. Scope & Contract

1.1 Scope

These terms and conditions (Conditions) shall apply to all sales by Sirena Group A/S.

1.2 Formation of Contract

The Seller’s order confirmation is evidence of the terms of a contract for the sale of goods agreed between the Seller and any buyer. The contract is binding when the seller issues the order confirmation to the buyer.

1.3 Integral part

These Conditions (a) shall apply to any and all sales by the Seller and constitute an integral part of any offers, quotations, orders, agreements, services, order Confirmations and other contractual documents; (b) shall apply whether or not express reference hereto is made in the order confirmation; (c) are made known to the buyer on the seller’s website; (d) embody all the terms and conditions applicable to the contract; supersede and cancel in all respects any previous terms and conditions by the seller. The buyer’s terms and conditions shall not apply, unless otherwise explicitly agreed in writing.

2. Delivery

2.1 Delivery, insurance and risk – Incoterms

The parties shall agree on an Incoterm and express their agreement by referring to an Incoterm in the Seller’s order confirmation. The reference to any Incoterm shall be to the most recent version of Incoterms.

2.2 Delivery circumstances permitting

The goods shall be delivered as promptly as the prevailing circumstances permit, having regard to circumstances such as weather, shipping traffic, congestion and delivery facility’s accessibility and other delays caused by local authorities and other local conditions. The Seller shall not be liable for any time lost or other consequences caused by circumstances preventing delivery.

2.3 Shortage of supply

If the Seller, for any reason and in its sole discretion, anticipates that there may be a shortage of goods, the Seller may, in its own discretion, allocate the available supply, and the buyer may raise no claim against the Seller.

2.4 Port licenses and permits

The buyer and the vessel that receives the goods (if any) shall, at their own risk and cost, comply with the requirements of local authorities to facilitate smooth delivery. If the buyer fails to comply with such requirements, the buyer shall be deemed to have breached the contract, and the seller may exercise remedies for breach.

2.5 Near and safe berth, position or anchorage

The buyer shall provide clear and safe berth, position or anchorage alongside the vessel’s receiving lines from where the goods can safely be delivered. The Seller shall be under no obligation to make deliveries when a clear and safe berth, position or anchorage is not available, which shall be solely at the discretion of the Seller to determine. The buyer shall indemnify the Seller against all claims, expenses, loss, damage, demurrage or delay, or and similar expense, irrespective of whether the circumstance causing the loss, damage, demurrage or delay was within the control of the buyer, its agents and employees, or his local representative.

3. Payment

3.1 Due date for payment

Payment shall be received by the Seller in its nominated bank account no later than on the due date stated in the Seller’s invoice, free of bank charges and other costs.

3.2 Additional expenses and costs – customs, VAT and other taxes

The buyer shall pay any expenses and costs in addition to the price of the goods, such as barging, overtime, demurrage, detention, unforeseen storage, costs owing to delay, wharfage, dockage, port/harbor/agency fees, dues, duties, taxes, VAT, customs, levies and any other similar costs, including but not limited to those imposed by governments and local authorities (Additional Expenses). The buyer shall always pay any Additional Expenses promptly upon receiving the Seller’s invoice even if the Additional Expenses are not recorded in the order confirmation. Warehouse charges accruing after the delivery date shall always be borne by the buyer.

3.3 Currency

Unless otherwise specified in the order confirmation or the Seller’s invoice, prices shall be in US dollars (typically quoted in USD per metric ton). The Seller is entitled to demand payment to it into its bank account notwithstanding any confiscation, freezing, detainment, arrest, stoppage, blocking of funds or any other payment interference exercised by banks, courts, public authorities or otherwise (and whether or not such interference is justified).

3.4 No set-off

Payment shall always be made in full without any set-off, deduction and/or discount, unless agreed in writing and notwithstanding any claim submitted by the buyer.

3.5 Interest

If payment is not received by the Seller on the due date the Seller is entitled to interest at the rate of 3 (three) percent per month without prejudice to any other rights or remedies available to the Seller.

3.6 Legal and Collection costs

Any costs incurred by the Seller due to a breach of the buyer shall be solely for the buyer’s account. If the buyer fails to make payment in full on the due date or otherwise breaches the contract, the Seller may without notice take legal action (such as attachment of assets and/or arbitration) to collect the overdue payment. Any and all costs that the Seller reasonably incurs as a consequence of the buyer’s breach shall be indemnified by the buyer upon demand from the Seller. These costs and expenses include, but are not limited to, interest charges, internal costs, and external costs such as expenses to lawyers, debt collectors, arbitrators or other consultants, court fees, costs for translating documents, bailiff’s or Marshall’s fees and any collection costs of whatsoever nature.

3.7 Allocation of payments

All payments received by the Seller shall be applied to settle, first, any overdue interest and administration fees accrued pursuant to clause 5.6 above), then, to any legal and collection costs incurred (such costs to be indemnified by the buyer as set out in clause 5.7 above), and, then, to principal.

4. Claims

4.1 Quality

The agreed quality of the goods shall be of the quality that is generally offered by the Seller to its customers at the time and place of delivery and subject to being available for delivery at the agreed place of delivery.

4.2 Fit for human consumption – no implied warranties

The Seller warrants that the goods shall be fit for human consumption unless otherwise explicitly agreed in writing. Any implied conditions, obligations and warranties – including warranties of merchantability, fitness for any other particular purpose and/or any similar warranty or implied condition – are expressly excluded and disclaimed and shall not apply.

4.3 Quality claims – time bar

All quality claims shall promptly upon delivery and no later than 48 (forty-eight) hours after delivery be notified in writing to the Seller. Buyer has a duty of inspection and must assess the quality immediately after delivery. If claims are not brought in time, they SHALL BE EXTINGUISHED AS NON-EXISTENT, BE DEEMED TO HAVE BEEN WAIVED AND SHALL BE ABSOLUTELY BARRED FOR ALL PURPOSES.

4.4 Quantity claims – time bar

All quantity claims shall be notified in writing to the seller upon delivery. The buyer shall always count and/or otherwise measure the goods received in connection with delivery. If such claims are not brought in time, they SHALL BE EXTINGUISHED AS NON-EXISTENT, BE DEEMED TO HAVE BEEN WAIVED AND SHALL BE ABSOLUTELY BARRED FOR ALL PURPOSES. The description of quantity in the order confirmation shall always be understood as approximate figures with a margin of 10%, in the Seller’s option.

4.5 6 months’ time bar

In addition to the agreed time bars above, any and all claims against the Seller shall become time barred unless arbitration commences in accordance with clause 6 below within 6 (six) months after the date of delivery.

4.6 Insurance claim

In the event of a claim arising from transportation damage under CIF Incoterms there will be an insurance deductible of USD 9.000. The insurance deductible covers the cost associated with the insurance claim under CIF Incoterms.

5. Indemnity

5.1 Indemnity

The buyer shall indemnify and hold the Seller harmless of any liability, loss, claim, expense or damage the Seller may suffer or incur by reason of, or in any way connected with, the breach, fault or default by the buyer.

6. Limitation of Liability

6.1 Limitation of liability

Considering that the Seller warrants that the goods are fit for human consumption and will replace defective goods or pay damages for any price difference between deficient and conforming goods, THE SELLER SHALL BE UNDER NO LIABILITY WHATSOEVER TO THE BUYER FOR ANY LOSS, DAMAGE, DELAY OR EXPENSE INCURRED OF WHATSOEVER NATURE, WHETHER DIRECT OR INDIRECT, including but not limited to (i) any loss of profit, hire, business contracts, trading, revenues or anticipated savings, or (ii) for damage to the Buyer’s reputation or goodwill, or (iii) for any loss resulting from any claim made by any third party, or (iv) for any special, indirect, consequential or incidental loss or damage of any nature whatsoever.

6.2 Liability Cap

The Seller’s liability under a Contract, whether based in tort or contract and including claims for quality, product liability, pollution and any other claims, SHALL ALWAYS BE LIMITED TO AND SHALL NEVER EXCEED the lowest of (i) USD 500.000 or (ii) the value of the order confirmation.

6.3 Data Protection

The Seller shall in no event be held liable for having disclosed any data or information of any kind whatsoever, including, without limitation, in compliance with rules of law, market rules or trade custom.

6.4 Cyber risks

The Seller shall in no event be held liable for any reduction in the functionality, any breakdown, alteration, termination, damage to, intervention in (hacking or similar) or lack of access to the internet or other forms of tele- or datacommunication, computer systems, hardware, applications, software, data, microprocessor(s), integrated circuits or networks, whether or not owned or in the possession of the Seller, the buyer or a third party. Such risks are the buyer’s risk.

7. Sanctions, Anti-corruption and Bribery

7.1 Compliance with Sanctions

The Buyer warrants that it and its assignees, agents, shareholders, subsidiaries, sister companies, associated companies and/or parent companies; any person or entity (i) which the buyer enters into transactions with or (ii) which beneficially owns or controls the buyer, or (iii) the end-user of the goods which is controlled by the same interest(s) that own and/or exercise control over the buyer; are not covered by, subject to or the target of any Sanctions Regulations, and the goods will not be used directly or indirectly for any purpose contrary thereto, including any acts of circumventing Sanctions Regulations. “Sanctions Regulations” shall mean any export or import controls, embargos, trade restrictions, listing/designations of persons or entities, asset freezing, prohibitions to sell, purchase, import, export, transfer or transport, or any other economic sanctions adopted by the UN, the EU (including any of its Member States) and the USA.

7.2 Compliance with sanctions and legal regulations

The Seller shall not be required to carry out any act or omission which constitutes, or may constitute, in the Seller’s sole discretion, acting reasonably, a violation of Sanctions Regulations and/or any other the laws and regulations in force where Seller carries out business.

7.3 Buyer’s obligation to support compliance and due diligence

The buyer is obligated to provide any and all information and documentation to the Seller, as required in the Seller’s sole discretion, acting reasonably, for the Seller to perform reasonable compliance screenings or other due diligence to avoid breaching any Sanctions Regulation.

7.4 Anticorruption and bribery

The buyer shall live up to the standards adopted pursuant to the UK Bribery Act. The buyer will not offer, promise, pay or authorize the payment of any money or anything of value, or take any action in furtherance of such a payment, whether by direct or indirect means, to any public official or private individual to influence the decision of such person in the performance of his duties to a government or to his company.

8. Force majeure

8.1. Force majeure

Neither party shall be liable for any claim, loss, damage, expense or delay (i) due to any of the following force majeure events and (ii) assuming they could not reasonably be foreseen at the time of entering into the contract, (iii) to the extent the party invoking force majeure is prevented or hindered from performing any or all of their obligations under the Contract, (iv) provided they have made all reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions: a) acts of God; (b) any government requisition, control, intervention, requirement or interference; (c) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof; (d) riots, civil commotion, blockades or embargoes; (e) epidemics and pandemics; (f) earthquakes, landslides, floods or other extraordinary weather conditions; (g) strikes, lockouts or other industrial action, unless limited to the employees of the party seeking to invoke force majeure; (h) fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; (i) unavailability or inadequacy of, or interference with, supply from the Sellers’ sources of supply; (j) breakdowns or damage to, or confiscation or unavailability of, the facilities or equipment used for the production, transportation, handling or delivery of the goods; (k) any other similar cause.

9. Assignment

9.1 The Seller’s right of assignment

The Seller may assign/transfer/sell any/all of its rights and obligations under the contract.

9.2 No assignment for the Buyer

The buyer shall not assign/transfer/sell any/all of its rights or obligations under the contract, without written consent of the Seller.

10. Other clauses

10.1. Other clauses

Partial shipment allowed. Transshipment allowed. Actual shipment date subject to passage of approval and release by the local authorities. The Seller may always cancel the contract if its credit insurance coverage for the buyer is insufficient to cover the products mentioned in the order confirmation. All the products are processed based on EU Standards – EU Directive 98/72/EC.

11. Dispute Resolution

11.1 Law and arbitration

Any dispute arising out of or in connection with any sale, order or contract, including any disputes regarding existence, breach, validity or termination thereof, shall be finally settled by arbitration under the rules of arbitration procedure adopted by the Nordic Offshore and Maritime Arbitration Association (“NOMA”) in force at the time when such arbitration proceedings are commenced. NOMA’s Best Practice Guidelines in force at the time when such proceedings are commenced shall be considered. The arbitral tribunal shall be composed of three arbitrators, unless the total value of the Seller’s principal claim(s) does not exceed USD 500,000 in which case the arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Copenhagen. The language to be used in the arbitration shall be English. The arbitral tribunal may consist of one or more arbitrators of Danish nationality, which also applies if NOMA appoints an arbitrator, including a sole arbitrator. The NOMA Rules on the Taking of Evidence shall apply. Danish law to apply.

11.2 Fast Track Arbitration

Any dispute may be referred to the Fast Track Arbitration Rules of NOMA. There shall be a sole arbitrator. The arbitration shall take place in Copenhagen. The language of the arbitration shall be English. Article 23(1), second limb of the Fast Track Arbitration Rules of NOMA shall be modified so that the proceedings shall be conducted based on documents only without any hearing, and the arbitrator may order a hearing at the request of a party only in exceptional circumstances. The arbitrator shall expedite the proceedings as swiftly as possible and render an award as soon as possible after the proceedings have closed.

11.3 Mediation

The Parties are encouraged to seek dispute settlement under the NOMA Mediation Rules version 2023, or a later version. A Model Mediation Agreement is available on the NOMA website. Mediation is the consent of both parties.

11.4 Confidentiality

The arbitrators, the parties, their attorneys, their representatives and all the people accompanying them shall keep confidential the existence and contents of the arbitration including any arbitral award, written and oral pleadings and all documents produced for or arising from the arbitration. Nevertheless, nothing in the present clause shall prevent a party from disclosing such information as required by law or insurers, or to protect or pursue a legal right, or to legal advisers or accountants, or for NOMA to publicize an anonymized copy of any award.