HQ KK Wind Solutions A/S Tel +45 96 92 43 00 E-mail main@kkwindsolutions.

com
Bøgildvej 3 Fax +45 97 21 14 31 WEB www.kkwindsolutions.com
DK-7430 Ikast
CVR DK25746716 VAT PL5263076322

Buyer/Importer of record Delivery from country Invoice

Shanghai Electric Wind Power Equipment (Putian) Co. Ltd. PL
No. 186 Yitian Road, Podong District Order number Invoice date Page 1 of 1
Shanghai-Lingang New Town, 201306 159455 30-10-2020
CN
Invoice no. Customer KK supplier no.
20084453 239245
VAT number 91350303M0000MY66G
Order date 30-03-2020
Payment date 30-11-2020
Sales resp. Peter Seidelin Hune
Destination (for transportation use) Requisitioner
Order admin. Paulina Westrych
Shanghai Electric Wind Power Equipment Shanghai Electric Wind Power Equipment
(Putian) Co. Ltd. (Putian) Co. Ltd. Customer requisition 4200508493
East Wangshan Road, Lingang Industrial No. 186 Yitian Road, Podong District
Park, Dongzhuang Town, Xiuyu District Shanghai-Lingang New Town, 201306
Putian City, 351100 CN
CN

Ref.: Wang Lu

KKE item no
Line Customer Item No.
no. Country of EUR
Type No. Description HS code Quantity Unit Unit price Amount
origin
90 900204-0000 Wind Power Converter 7.0MW PL 85371098 1,00 Pcs 263.294,49 263.294,49
DFB00012649 (Basic version S1070AA1005/006)

EU dual use:N ECCN:N UN:N

Quantity: 1 Packing slip: 50120550

Quantity : 1,00 Serial number : 819966001

Terms of delivery FCA KK factory Szczecin Net amount 263.294,49

Mode of delivery Tax 0,00% 0,00
Total amount 263.294,49

Interest on overdue payments 0,68% per month.

Projects, proposals and similar only with our written consent shall be published or otherwise made available to third parties.
This order confirmation and the deliveries according thereto are governed by the attached General Terms and Conditions of Sale and Delivery.
Bank: Danske Bank A/S, Strandbygade 2, DK-6700 Esbjerg
IBAN: DK2730004394019380
SWIFT: DABADKKK
Please supply us with the invoice and customer number as a reference for payment to us - Thanks.
 General Terms and Conditions of Sale and Delivery
KK Wind Solutions A/S KK
KK (KK and the Customer
hereinafter collectively . In these Terms,
company, corporation or other legal entity which directly or
indirectly: (a) is controlled by KK; or (b) controls KK; or (c) is controlled by an entity which
directly or indirectly controls KK.
No terms and conditions other than these Terms shall be binding upon the Parties unless
agreed in writing by the Parties. All terms and conditions contained in any prior communication
which are different from or in addition to the Terms shall not be binding on KK unless otherwise
expressly agreed in writing by the Parties.
1. ORDER, ORDER CONFIRMATION - CONTRACT
The Parties agree that sale and delivery of the Products shall be made by the either (i)
exchange of an order issued by the Customer and an order confirmation issued by KK or (ii)
provision of a quotation/offer (which shall be valid for 30 days from the day of
provision or until the offer has been withdrawn by KK)
quotation/offer
made incorporating these Terms even without these Terms being referred to or attached to such
Contract.
KK shall not be deemed to have accepted an order until a written, including electronic,
acceptance of the Customer's order by KK is received by Customer or KK has received a
written, including electronic, timely and unconditional acceptance by Customer of
quotation/offer.
2. CHANGES, VARIATIONS AND ADJUSTMENTS
KK reserves the right to make changes, variations and adjustments to a Product that do not
materially affect the Product's form, fit or function.
3. DELIVERY
Unless otherwise explicitly agreed, KK shall deliver the Products EXW (INCOTERMS 2010). KK
Products to a destination designated by the Customer. KK shall be entitled to make partial
deliveries and partial invoicing if it so chooses.
If KK anticipates that it will not be able to deliver Products at the agreed time in a Contract, KK
shall notify the Customer thereof in writing, stating: (i) the cause of the delay; (ii) the actions that
KK is taking or will take to remedy or shorten the delay; and (iii) the time when delivery can be
expected. Based on the information provided by KK under (i)-(iii) above, KK and the Customer
shall mutually agree on a final date for delivery of the Products in question.
If KK fails to deliver any Product purchased and sold hereunder at the agreed time and place,
the Customer shall have the right to terminate the part of the Contract which is delayed provided
that such delivery is delayed with more than 45 (forty-five) calendar days. The foregoing shall
constitute the Customer's sole and exclusive remedies, and sole and exclusive obligations,
for any late delivery of Products.
4. PAYMENT
KK is entitled to invoice the Customer for Products upon delivery of such Products and for
additional work, including but not limited to work performed in connection with claimed defects
when it is established that no defects exists. Payments shall be made within 14 days after the
s receipt of invoice.
If the Customer fails to pay by the stipulated date, KK is entitled to interests from the day on
which the payment was due. The rate of interest is 1 % per commenced month.
5. SOFTWARE
To the extent that software is a separate part of delivery or integrated into the components
of delivery, the following provisions shall apply in addition to the regular sale and delivery
terms:
Computer software and all related rights including copyrights, trade secret rights and intellectual
property rights belong exclusively to KK. Under the present Terms, no rights to the software
shall be transferred apart from the limited right of use transferred in accordance with these
Terms. KK hereby grants a perpetual, non-transferable and non-exclusive right to use the
software. The software shall only be used in connection with the use of the Products in which
the software is an integral part. If any software is not integrated into a Product, the software
must only be stored on the hard drive on one workstation and only used by one user at a time
unless otherwise agreed upon. The transfer of software or the right to use by a third party,
reproduction, translation, adaptation, alteration, de-compilation, reverse engineering,
circumventing the key devices or authorization codes shall be prohibited. Deliveries shall
include the version of the software which is current on the day of the offer. KK shall not
guarantee compatibility with other computer systems including software or with new versions of
software. If software products other than
licensing terms shall apply.
6. WARRANTY
For a period of 1 (one) year after the date of deli ver y, KK warrants that the Product
is delivered in accordance with the specifications and delivered free from defects in
work manshi p, however, the warranty period for software deliveries, including but not
limi ted to changes and/or new functionalities to software, shall be 90 (ninety) days
from the delivery and/or performance
Notwithstanding anything herein to the contrary, the warranty shall not apply to, and KK shall
have no liability for, any defect not caused by KK, including but not limited to: (i) normal wear,
tear or deterioration; (ii) accident, corrosion, abnormal temperatures, vibrations, moisture or
humidity or other external cause; (iii) design, materials or suppliers not specified by KK; (iv)
parts not supplied by KK; (v) the integration or combination of Products with other parts of the
object in which the Product is assembled; (vi) a failure by a party other than KK to store, install,
service, maintain or use the Products in accordance with good industry practices or specific
recommendations or instructions of KK; (vii) misuse, neglect, abuse, mishandling or
misapplication by a party other than KK; and (viii) modification or alteration by a party other than
KK. The warranty does not include consumable parts and wear and tear parts such as filt ers,
switches and ventilators.
If KK determines that a timely notified defect is covered by warranty, KK shall within a
reasonable time provide the Customer with (and at the sole discretion of KK) one of the
following remedies: (i) replacement of the defective Product or part thereof; (ii) repair of the
defective Product or part thereof; or (iii) issuance of a credit note to the Customer equal to the
price paid by the Customer.
7. LIMITATION OF LIABILITY
Notwithstanding any other provisions of these Terms or any Contract, total aggregate
liability arising out of a delivery of a Product shall, apart from (i) delivering a replacement
Product or part thereof; (ii) repairing the defective Product or part thereof; or (iii) issuance of a
credit note to the Customer, not exceed 25% (twenty-five percent) of the price actually paid by
the Customer for the Product (VAT, taxes and/or other duties excluded) which forms the basis
of liability. In the event of KK not being able to perform remedial action by delivering a
replacement or repairing the defective Product, KK shall be released from such remedy
excluded) actually paid by the Customer for the Product
KK or others loss of profit, loss of revenue, loss of
production, loss of use, loss of goodwill, loss of time, loss of contract, loss of business, financial
losses and/or losses due to power failures, costs for replacement power and/or lack of produced
electricity. Furthermore, KK
losses.
8. PRODUCT LIABILITY
KK shall assume responsibility and liability for any product liability claims related to Products
delivered by KK. KK shall however not be liable for any product liability claim arising from Products
purchased and sold hereunder if and to the extent any such claim is based on circumstances for
which KK is not responsible for, including but not limited to the circumstances stated in Clause 6.
The Customer shall indemnify and hold KK harmless from all claims, actions, proceedings, liability,
KK
in connection with any product liability claim for which KK is not liable for.
liabilities under this Clause 8 shall be limited to the sum insured as stated below, (i.e. the
Customer must indemnify KK for all product liability forwarded against KK exceeding the sum
claims) and further regarding product liability resulting in damage to property, KK shall not be liable
for loss of profit, loss of revenue, loss of production, loss of use, loss of goodwill, loss of time, loss
of contract, loss of business, financial losses and/or losses due to power failures, costs for
replacement power and/or lack of produced electricity. Furthermore, KK shall not be liable for
indirect or consequential losses incurred in connection with the product liability. Any limitations in
legislation.
KK shall obtain insurance cover of a minimum of USD 2,000,000 per instance and per year for
product liability risks.
9. FORCE MAJEURE
A Party shall not be liable for any breach of its obligations caused by all cases of force majeure
which shall include all
fulfilment of the obligations under these Terms and/or a Contract including, but not limited to, acts
of God, flood, fire, earthquake, explosion, riot, strike, lockout, work stoppages, slow-downs or other
industrial, terrorism, war, civil disturbances, hostilities and acts or regulations of any governmental
performance of its obligations under these Terms and/or a Contract.
The affected Party shall notify the other Party of such force majeure circumstances as soon as
reasonably practicable.
10. INTELLECTUAL PROPERTY RIGHTS
The Customer is not to gain any right, neither wholly nor partly, to any current or future intellectual
property rights which may be related to the Products, including but not limited to, rights to
inventions, patents, utility models, rights of use or distribution, design rights, trade secrets,
copyrights (including rights in computer software and software in general, including but not limited
to embedded software), database rights, rights in know-how, confidential information and moral
rights and all other intellectual property rights of whatsoever nature, in each case whether
registered or unregistered, and including applications for the grant of such rights and all rights or
forms of protection having equivalent or similar effect anywhere in the world. Such intellectual
property rights of KK furthermore includes any changes, developments, improvements to the
Products, and the documentation related thereto as well as intellectual property rights generated
under cooperation.
11. THIRD PARTY RIGHTS
Customer represents and warrants that it has and to the furthest extent possible grants to KK the
right or license to perform any act which is relevant and necessary for delivery of the
Products including but not limited to testing and installation of the Products. Such acts shall include
but not
component to a new, refurbished, repair or replacement component.
In the event
directly or indirectly be ascribed to the Customer, including but not limited to reasons such as
of the component, or
KK as part of its
delivery of the Products Customer shall indemnify and hold harmless KK and anyone KK is obliged
to indemnify for any and all liability or loss, including all costs, expenses, and attorneys' fees,
demands, claims, suits or judgments resulting from any such infringement or alleged infringement.
warranty in this Clause 11 above, KK
provided KK
In the event of the Products infringing any third rights and KK is liable for such infringement, cf.
above, KK shall at its sole discretion be entitled to (i) procure for the Customer the right to continue
to use, maintain, repair and otherwise enjoy the full benefit of the infringing items, (ii) modify the
infringing items to make them non-infringing, or (iii) replace the infringing items with non-infringing
items and/or (iv) perform any other remedial actions according to Clause 6
liability in this Clause shall in any event be limited as set out in Clause 7.
12. ASSIGNMENT
KK has the unilateral right to assign and/or transfer a Contract and all rights and obligations of KK
under and in connection with such Contract to a Group Company, including a joint venture, to KK
by giving written notice to the Customer. The Customer shall not assign a Contract, any rights or
obligations of a Contract without the prior written consent of KK or its successors.
13. SEVERABILITY
Should the provisions of these Terms be or become, either wholly or in part, ineffective or
impracticable, this does not affect the validity of the remaining provisions. The same applies
should these Terms contain any unintended gaps. Such invalid or impracticable provisions must
be replaced by provisions which, wherever legally possible, approximate as closely as possible
with the purpose of the originally intended provisions.
14. EXPORT CONTROL
The Product may be subject to export controls, and the delivery is therefore subject to the granting
of the export authorisation required. This might cause a delay in the delivery time. If the export
permission is not granted the Product cannot be exported. Any delay or lack of delivery of the
Product caused by export control regulations shall be without liability for KK. Further, please note
that any re-export of the Product may, according to EU-regulation no. 428 of May 2009 setting up
a Community Regime Control of dual-use items and technology, be subject to restrictions.
15. GOVERNING LAW AND VENUE
This Agreement and all disputes arising out of or in relation hereto shall be govern ed by and
construed in accordance with the laws of Denmark notwithstanding any other laws which may
apply under applicable conflicts of laws and rules thereof. The United Nations Convention on
Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform
Commercial Code shall apply to this Agreement.
Subject to the above stated, any controversy, dispute, or claim arising out of or relating to this
Agreement, its appendices or other agreements concluded within the context of the same,
including any disputes regarding the existence, validity, breach, or termination thereof, shall be
settled by arbitration according to the Rules of Arbitration of the Danish Institute of Arbitration. The
language of arbitration shall be English, and the place of arbitration shall be Herning.
The arbitration tribunal shall consist of three (3) members if the disputed amount is above EUR
200,000. If the amount is below EUR 200,000, the arbitration tribunal shall consist of one (1)
member elected by the Parties in accordance with the procedures of Copenhagen Arbitration
The ruling of the arbitration tribunal is final and binding for the Parties. The obligation of the Parties
to refer any dispute to arbitration shall not prevent a Party from seeking interim or interlocutory
remedies from any court of competent jurisdiction over such matter.
Notwithstanding the above stated, KK is not prevented from bringing monetary claims
before the ordinary courts in Denmark if such monetary claims are based on unpaid
invoices for delivered Products .