ANNEX NO 3 – BINDING VERSION OF THE PURCHASE

17 ANNEX II QUOTA FREE REGIME FOR
2 ANNEX 1 CANCELLED PLANTING PROPOSALS AND
2 F ANNEXURE IV INANCIAL BID

3 ANNEX 2 ITUD REGIONAL DEVELOPMENT FORUMS
5 ANNEX C THE SECRETARIAT FOR POLITICAL
9 7D129 (ANNEX 3)E RADIOCOMMUNICATION STUDY GROUPS

Kupní smlouva

Annex No. 3 – Binding Version of the Purchase Contract

Purchase Contract

entered into pursuant to Section 409 et seq. of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter the “Commercial Code”)





I. THE PARTIES:


1. Buyer:


Fyzikální ústav AV ČR, v. v. i.,

with its registered office at Na Slovance 2

PSČ 182 21 Praha 8,

represented by: doc. Jan Řídký, CSc. - Director


Registered in the register of public research institutions of the Ministry of Education, Youth and

Sports of the Czech Republic

Bank: Československá obchodní banka, a.s.,

Account number: 372 707 963/0300

Id. No.: 68378271

Tax Id. No.: CZ68378271



(hereinafter the “Buyer”)


and


2. Seller:


__________________,

with its registered office at __________________,

Id. No.: __________________,

registered in __________________,

represented by __________, ______________,


Bank:

Account number: _______________/______

Id. No.: ____________

Tax Id. No.: ____________


(hereinafter the “Seller”; the Buyer and the Seller are hereinafter jointly referred to as the “Parties” and each of them individually as a “Party”).


enter, on the present day, month and year, into this Purchase Contract (hereinafter the "Contract")

II. RECITALS:


    1. The Buyer is the beneficiary of a subsidy from the Ministry of Education, Youth and Sports of the Czech Republic for the project “ELI: Extreme Light Infrastructure”, reg. No. CZ.1.05/1.1.00/02.0061, within the Operational Programme “Research and Development for Innovations”, priority axis 1 European Centres of Excellence, area of support 1.1 European Centres of Excellence (hereinafter the “ELI-Beamlines Project“).


    1. The objective of the ELI-Beamlines Project is to build and operate an international research laboratory (research facility) utilising the latest generation of laser technology with subsequent implementation of a series of projects in basic and applied research. The subject, scope and objectives of the ELI-Beamlines Project are defined in further detail in the Decision of the European Commission of 20 April 2011, Ref. No. K(2011) 2753, on the major project of “ELI: Extreme Light Infrastructure” and in the Decision of the Ministry of Education, Youth and Sports of the Czech Republic of 2 August 2011, Ref. No. 26310/2009-45, and also in documents following on from these decisions. The ELI-Beamlines Project is simultaneously a part of the Czech roadmap for major infrastructure for research, development and innovations approved by the Government of the Czech Republic.


    1. The ELI-Beamlines Project is one of the pillars of the ELI Project, which is part of the ESFRI Roadmap created by the European Strategy Forum on Research Infrastructures established by the Commission of the European Communities with a view to implementing pan-European state-of-the-art research centres aimed at providing an absolutely open access to these facilities for scientific workers within the scientific specialisation of the given research facility exclusively on the basis of the scientific excellence of the workers (i.e. without regard to the legal or commercial status of the institutions or societies to which they belong).


    1. With a view to successful implementation of the ELI-Beamlines Project, it is also necessary to provide for the subject of performance of this Contract. The subject of performance of this Contract will become part of the infrastructure for research, development and innovations, ELI-Beamlines (hereinafter the "ELI-Beamlines Infrastructure”), and will further be used for implementation of research projects.


    1. The Seller has won the tender procedure organised by the Buyer under Act No. 137/2006 Coll., on public procurement, as amended, for the contract entitled “Supply of broadband femtosecond Ti: sapphire oscillator with 80 MHz repetition frequency including integrated or external diode pumped solid state (DPSS) CW laser optimized for pumping this oscillator including cooling circuit and water-water heat exchanger” (hereinafter the “Tender Procedure”).


    1. The initial basic documents for the supply of the subject of performance under this Contract are as follows:

    1. The technical specifications of the performance, which are part of the Tender Dossier for the Tender Procedure as its Annex No. 5 (hereinafter the “Technical Specifications of the Performance”), and constitute integral Annex No. 1 to this Contract;

    2. The Seller’s bid submitted within the Tender Procedure, which describes the subject of performance in technical terms (hereinafter the “Bid”; the Bid constitutes integral Annex No. 2 to this Contract).

    1. The Seller represents that it has all the professional prerequisites required for the supply of the subject of performance under this Contract, is authorised to supply the subject of performance and there exist no obstacles on the part of the Seller that would prevent the Seller from supplying the subject of this Contract to the Buyer.


    1. The Seller acknowledges that the deadlines for the performance of the subject of this Contract or its part as set out in Art. VI. are of essential importance for the Buyer in view of the schedule of activities within the ELI-Beamlines Project and the deadline by which the project is to be implemented, and that the Buyer could incur damage as a result of failure to meet the said deadlines. The Seller declares that the Buyer has acquainted the Seller with the schedule of the ELI-Beamlines Project at www.eli-beams.eu.


III. Subject of the Contract


    1. This Contract stipulates the obligation of the Seller to supply to the Buyer and transfer to the Buyer the ownership title to:


      1. Broadband femtosecond Ti: sapphire oscillator with 80 MHz repetition frequency including

integrated or external diode pumped solid state (DPSS) CW laser optimized for pumping this

oscillator including cooling circuit and water-water heat exchanger, with the device features

listed in Technical specification of performance and in this Contract.


For the Subject of performance the Buyer requests two synchronized output pulses: one broadband pulse with <6 fs length and 800 nm central wavelength, and a pulse of <200 fs with 1030 nm central wavelength. The output pulse at 1030 nm wavelength shall provide for seeding of high energy amplifiers and therefore the Buyer requests high stability of the optical spectrum generated. Thus, this output pulse needs to be generated directly through filtration from primary broadband pulse from stabilized Ti: sapphire oscillator and through subsequent amplification. Oscillator output pulses need to have an actively stabilized phase – carrier envelope phase (CEP). Additional requirement calls for the possibility of external synchronization with another oscillator using a balanced optical cross-correlator. The cross-correlator is not included in the Supply. Detailed technical specification of the subject of performance are listed in the Annex 1. of this Contract.


(Apparatus under Article 3.1 par. (3.1.1) hereinafter as “Apparatus”).


3.1.2

The Seller’s performance shall also include:


(The Apparatus and the performances pursuant to par. 3.1 of this Article hereof are hereinafter referred to as the “Supply”)


    1. The Buyer agrees to take over the Apparatus, services and work delivered properly and in due time and pay the purchase price for them to the Seller as specified in Art. V. hereof.


    1. The Seller explicitly agrees to and is obliged to the Seller, that for the case that additional supplies and works not explicitly listed in this Contract are necessary to meet the requirements of the Buyer as per this Contract, including its Annexes, the Seller undertakes to procure or perform these supplies and works at its cost and include these into the performance of this Contract without them impacting the Purchase price.


    1. Under the terms and conditions stipulated by this Contract, the Seller agrees to deliver the Apparatus to the Buyer properly and in due time, at its own expense and under its own responsibility, and hand them over to the Buyer, and provide the services and works specified in par. 3.1 and 3.1.2 and subsequent of this Article hereof. The Seller is responsible for ensuring that the Apparatus and services are in conformity with this Contract including its annexes, the Bid and the applicable legal, technical and quality standards, and that they shall have a CE certificate.

IV. Ownership Title


The ownership title to the Apparatus shall pass to the Buyer on execution of the handover protocol attesting to the handover and takeover of the Apparatus, at which time the Buyer also assumes the risk of damage to the Apparatus.


V. Purchase Price and Payment Terms


    1. The purchase price for the subject of this Contract as set out in Art. III (3.1, 3.1.1 and 3.1.2) was set on the basis of the Seller’s Bid submitted within the Tender Procedure as the maximum price that cannot be exceeded, in the amount of CZK _______ excl. VAT (in words: _______ Czech crowns), hereinafter the “Purchase Price”, with _______ % VAT in the amount of _______ (in words: _______ Czech crowns), i.e. in the amount of CZK _______ incl. VAT, out of this the Purchase price for 15 days of Post-Warranty service is _______ CZK excl. VAT, thus the price for one day of Post-Warranty service is _______ CZK excl. VAT


    1. Unless this Contract stipulates otherwise, all the prices set out in this Contract are exclusive of VAT, which shall be charged by the Seller according to the regulations applicable as of the date of the taxable supply.


    1. The breakdown of the purchase price for the purposes of determining the method of its specification is set out in Annex No. 3 to this Contract, which, being the itemised budget, is an integral part of this Contract (hereinafter the “Itemised Budget”). The Parties explicitly agree that, in the event of early termination of this Contract by any of the Parties, they shall follow from the Itemised Budget with a view to settlement of their mutual rights and obligations.


    1. The Purchase Price includes all the costs related to the performance of the subject of this Contract, including the costs of insurance of the Apparatus until their handover and takeover. The Purchase Price is independent of the development of prices and changes in the foreign exchange rates.


    1. The Purchase Price for the subject of performance set out in Art. III. (3.1) (3.1.1 and 3.1.2) hereof is the maximum permissible price. The Purchase Price may only be changed by a written amendment to this Contract and only if:


    1. The Buyer agrees to pay the Purchase Price to the Seller in the following manner:

  1. 20% of the Purchase price pursuant to Article 5.1 after deducting the total price for the

provision of the Post-Warranty service, i.e. the amount of _______CZK upon the

execution of the Purchase contract,

  1. 80% of the Purchase price pursuant to Article 5.1 after deducting the total price for the

provision of the Post-Warranty service, i.e. the amount of _______CZK, after the

handover and takeover of the Apparatus, that shall constitute the subject of the

handover protocol to be created between the Parties pursuant to this Contract.


The Buyer undertakes to pay the Seller the price for the Post-Warranty service after this service was provided and that shall be based on actual scope and amount of such service, while the Seller is entitled to charge the Buyer the amount of _______CZK excl. VAT for one day of Post-Warranty service provided to the Buyer.


    1. Invoices shall be payable within thirty (30) days of the date of their delivery to the Buyer (hereinafter the "Maturity Period"). Payment of the invoiced amount means the date of its remitting to the Seller’s account. In conformity with the applicable tax regulations of the Czech Republic, the tax documents – invoices issued by the Seller hereunder shall include particularly the following details:


  1. the business name/designation and registered office of the Buyer

  2. the tax identification number of the Buyer

  3. the business name/designation and registered office of the Seller

  4. the tax identification number of the Seller

  5. the registration number of the tax document

  6. the scope and object of the supply

  7. the date of issue of the tax document

  8. the date of the supply or the date of acceptance of the consideration, whichever is earlier, if it differs from the date of issue of the tax document

  9. the price of the supply

  10. a declaration that the charged supply is provided for the purposes of the "ELI: EXTREME LIGHT INFRASTRUCTURE“ project, reg. No. CZ.1.05/1.1.00/02.0061.


and must also be in conformity with any double taxation treaties applicable to the given case.


    1. The last invoice in each calendar year must be delivered by the Seller to the Buyer’s filing department not later than by 15 December of the given calendar year. If a tax document – invoice is not issued in conformity with the payment terms stipulated by the Contract or if it does not comply with the requirements stipulated by law or if it is not delivered to the Buyer by the aforementioned date, the Buyer is entitled to return the tax document – invoice to the Seller as incomplete, or incorrectly issued, for supplementation or issue of a new invoice, as appropriate, within five (5) business days of the date of its delivery to the Buyer. In that case, the Buyer is not in delay in payment of the purchase price or part thereof and the Seller shall issue a corrected invoice with a new identical Maturity Period, which shall commence on the date of delivery of the corrected or newly issued tax document – invoice to the Buyer.

    1. The Buyer’s invoicing details are set out in Art. I hereof.



VI. Times of Performance of the Subject of the Contract


    1. The Seller agrees to properly manufacture, procure, supply, test, install, hand over to the Buyer and demonstrate the proper functioning of the Apparatus set out in Art. III (3.1) hereof within 100 calendar days of the date of execution of this Contract


and


The Buyer agrees to take over the properly supplied, tested, installed Apparatus, the proper functioning of which the Seller duly demonstrated to the Buyer in line with this Contract, from the Seller on the agreed date, when the Parties shall execute a handover protocol on the handover and takeover, as hereafter specified.


    1. The Seller may supply the Apparatus before the agreed date of handover and takeover as set out in par. 6.1 of this Article hereof, but not before receiving from the Buyer the information that the premises are duly prepared for the installation.

    2. If the Supply pursuant to this Contract also includes the installation and demonstration of the Apparatus, it is the duty of the Buyer to enable the Seller to carry out the above during every working day from 7:30 until 18:00 in such a way that the Seller is able to comply with the deadlines listed under Art. 6.1. In case of a change of operating conditions on the side of the Buyer, the Buyer has the right to limit the time for installation and demonstration by furnishing a written notice to the Seller. In such a case both Parties to this Contract shall agree on a different deadline for handover and takeover in an Annex to this Contract.


VII. Place of Performance


    1. The place of performance shall be at the Buyer’s address specified in the header hereof

(hereinafter the “Place of Performance”).


    1. For the purpose of installation and demonstration of the Apparatus under this Contract the

premises concerned are at the Ústav informatiky AV ČR, at the address of Pod Vodárenskou věží

2, Praha 8 (hereinafter “premises for installation”) at the place of performance.


VIII. Handover and takeover of the premises for installation


    1. The Seller is obliged to inform the Buyer in writing about the exact date of the performance of

installation and demonstration of the Apparatus, but no later than 5 working days prior to this

date so as to comply with the date of performance listed under Article VI., par. 6.1 hereof.


    1. After the expiry of the time limit under par. 8.1 of this Article of the Contract the Buyer is

obliged to allow the Seller to perform the installation and demonstration of the Apparatus at the

premises for installation, and the Parties to this Contract shall create a protocol on the

handover and takeover of the premises for installation. The Buyer reserves the right to

unilaterally extend the time limit specified in the previous sentence by furnishing a written

notice sent to the address of the seller as specified at the heading of this Contract, this in case

there is a delay with the technical preparation of the premises for installation.


    1. Sufficiently in advance of the date for the performance of installation and demonstration of

the Apparatus the Seller is obliged to invite the Buyer to inspect the premises for installation

so as to check early enough all points for connecting the Apparatus to electricity, heat, etc. to

enable the removal of any shortcomings that might prevent the performance of installation

and demonstration of the Apparatus in compliance with the deadline listed under Article VI.

par. 6.1.


IX. Other Terms of the Supply


Buyer’s instructions

    1. The Seller shall proceed independently in the performance of the Supply, but agrees to respect the Buyer’s instructions concerning implementation of the subject of performance hereunder.

    2. The Seller is obliged to notify the Buyer without undue delay of unsuitability of things accepted from the Buyer or instructions given to the Seller by the Buyer in respect of performing the Supply if the Seller could ascertain this unsuitability while exerting professional care.


    1. Unless the Contract stipulates otherwise, the Seller is obliged to acquire all the things required for the performance under this Contract.


Installation, commissioning, demonstration of operation of the Apparatus and their handover and takeover

    1. The installation of the Apparatus at the premises for installation, their adjustment at the place of performance and the verification of correct functioning of the Apparatus in the presence of the Buyer´s representatives hereunder shall take place before the handover and takeover of the Apparatus.

    2. By demonstrating the operation of the Apparatus during the period of at least 48 hours the

Seller shall verify, in the presence of the Buyer´s representatives, that the Apparatus meets the

parameters specified by the manufacturer and required by the Buyer in the Technical

Specification and in this Contract. The performance of this demonstration shall be a

precondition for takeover of the Apparatus by the Buyer.


    1. For the purposes of the handover procedure, the Seller must furnish to the Buyer:


If the Seller fails to submit all the above-specified documents to the Buyer, the subject of performance is not deemed to be properly completed and fit for handover.


    1. The Parties shall execute a handover protocol on the course of the handover and takeover procedure; the protocol must include:

(hereinafter the “Handover Protocol”)


    1. Upon handover of the Apparatus, confirmed by the signature of the contact persons for technical matters hereunder on the Handover Protocol, the Buyer assumes the risk of damage to the handed-over Apparatus; this fact shall not relieve the Seller from liability for damage caused as a consequence of defects of the Apparatus. The Seller bears the risk of damage to the Apparatus until the handover and takeover of the Apparatus.


    1. The Buyer is not obliged to take over Apparatus with defects and shortcomings even if the latter do not prevent the proper use of the Apparatus either alone or in combination with other defects and shortcomings. If the Buyer does not exercise its right not to take over Apparatus with defects and shortcomings, the Seller and the Buyer shall make a list of ascertained defects and shortcomings in the Handover Protocol, including the manner of and deadline for their removal. If the Parties do not agree on the deadline for removal of defects in the Handover Protocol, it shall hold that the defects are to be removed within 48 hours of the date of handover and takeover of the Apparatus.


    1. If the Seller notifies the Buyer that the Apparatus are ready for handover and takeover and it is determined during the handover procedure that the Apparatus are not properly completed, the Seller is obliged to reimburse the Buyer for any and all costs incurred by the Buyer in relation to the unsuccessful handover and takeover procedure.


X. Warranty and Claims Based on Defects of the Supply


    1. The term of the warranty for the Supply shall be 12 months unless the Parties agree otherwise. The term of the warranty for electronic and mechanical parts of the Apparatus shall be 24 months. The term of the warranty for optical parts of the Apparatus shall be 3 months.


    1. The warranty term shall commence on the date of execution of the Handover Protocol on handover and takeover of the Apparatus by the Buyer. If the Apparatus is taken over with even a single defect or shortcoming, the warranty term shall commence on the date of removal of the last defect by the Seller.


    1. For Apparatus that have their own warranty certificates, the warranty term shall have the duration set out in the certificate, but not less than set out in par. 10.1 of this Article hereof.


    1. The Buyer shall raise a claim for removal of a defect in the Supply against the Seller without undue delay after ascertaining the defect, but not later than on the last day of the warranty term, by means of a written notice sent to the Seller’s authorised representative for technical matters set out herein. A claim sent by the Buyer on the last day of the warranty term shall be deemed to be made in time.


    1. In the written claim of defects, the Buyer shall describe the defect and the manner in which the defect is to be removed. The Buyer is entitled to:


● request that defects be removed by supply of substitute apparatus instead of the defective apparatus;

● request that the defects be removed by repair if the defects can be repaired;

● request an appropriate discount on the purchase price.

The choice among the above-specified claims based on defects of the Supply shall be made by the Buyer. Furthermore, the Buyer is entitled to withdraw from the Contract if the Contract was materially breached by the supply of goods with defects.


    1. The Seller agrees to remove the claimed defects of the Supply free of charge.


    1. The Seller agrees to commence acts aimed at removing the defect within 48 hours of the date of delivery of the claim. Within the said deadline, the Seller agrees to check the claim, determine the defect, notify the Buyer whether the Seller recognises the claim and notify the Buyer in writing whether a special spare part is necessary for removing the defect. The deadline pursuant to the first sentence of this paragraph hereof shall not include Saturdays, Sundays and public holidays.


    1. If the removal of a defect of the Apparatus does not require the provision of spare parts, the Seller is obliged to remove the defect within 72 hours of the date of receipt of the claim. Saturdays, Sundays and public holidays are not counted towards this time limit. If the removal of the defect of the Apparatus requires spare part(s) that are normally available within the European Economic Area (EEA), the Seller is obliged to remove the defect within 5 working days of the date of receipt of the claim. If the removal of the defect of the Apparatus demonstrably requires acquisition of specialized spare part(s), the Seller is obliged to remove the defect within 4 weeks of the date of receipt of the claim unless the Parties agree otherwise. Spare parts that are deemed to be specialized spare parts, if these parts need to be custom manufactured or if they are not normally available within the European Economic Area within 5 working days the of the date of receipt of the claim. In this case the Seller shall notify the Buyer within the time limit specified in par. 10.7. that the acquisition of a specialized part will be neccessary.


    1. In the event that the Seller does not recognise the defect, the Seller is also obliged to remove the defect within the deadlines set out in par. 9.8 of this Article hereof unless the Parties agree otherwise. In that case, the Seller is entitled to claim that the Buyer reimburse the Seller for the costs of removal of the defect. If the Seller does not recognise the defect, the justification of the claim shall be verified through an expert report commissioned by the Buyer. If the claim is found justified by the expert, the Seller shall also bear the costs of preparation of the expert report. If it is proven that the Buyer's claim was unjustified, the Buyer is obliged to reimburse the Seller for purposefully and demonstrably incurred costs of removal of the defect.


    1. The Parties shall execute a record on removal of the claimed defect, in which they shall confirm that the defect has been removed. The warranty term shall be extended by the time that expires from the date of exercising the claim to the time of removal of the defect.


    1. Should the Seller fail to remove the defect within the deadlines set out in par. 10.8 of this Article hereof, or within the deadline agreed by the Parties, or should the Seller refuse to remove the defects, the Buyer is entitled to have the defect removed at its own expense and the Seller is obliged to reimburse the Buyer for the costs of removal of the defect, within 30 working days of the date when the claim of defects was raised in writing against the Seller.


    1. The warranty shall not apply to defects caused by unprofessional handling, incorrect or unsuitable maintenance, non-compliance with the manufacturers’ rules of operation and maintenance of equipment accepted by the Buyer from the Seller upon handover, or those of which the Seller advised the Buyer in writing. The warranty shall also not apply to defects caused by gross negligence or intentional conduct.



XI. Warranty and Post-Warranty service, providing spare parts for the Apparatus


    1. During the warranty term, the Seller is obliged to perform all servicing of the Apparatus on which the Seller makes the validity of the warranty conditional, free of charge, within 24 hours of the date when the Buyer sends a request for a service act to the Seller's authorised representative. Furthermore, before the end of the warranty term, on request made by the Buyer in writing, the Seller is obliged to perform a charge-free service inspection of all the supplied Apparatus.


    1. Further on, during the period of 5 years from the date of last day warranty on the device the Seller undertakes to ensure, upon a notice from the Buyer, Post-Warranty servicing for the Buyer in the form of service checkups at the price of _______CZK / 1 day, by two working days at the latest, since receiving the Buyer´s notice asking for the Post-Warranty service to be performed, unless stipulated otherwise by the Parties.


    1. The Seller is obliged, for the period of 5 years since the expiration of the last day of the Warranty period for the Apparatus, to ensure for the Buyer, for consideration, the availability of all spare parts for the Apparatus and their delivery to the Buyer within four weeks since the Buyer orders these, at a price usual at the time and place.



XII. Contractual Penalties


    1. In the event that the Seller is in delay in respect of the time of handover and takeover of the supply as set out in Art. IV (6.1) hereof, the Buyer is entitled to charge the Seller with a contractual penalty in the amount of 0.05 % of the Purchase Price for each, even incomplete, day of delay.


    1. In the event that the Seller fails to remove a properly claimed defect of the Apparatus within the deadline set out in Art. X (10.8) or within the agreed deadline, the Buyer is entitled to charge the Seller with a contractual penalty in the amount of CZK 2,000 for each claimed defect in respect of which the Seller is in delay in removal, for each day of delay. If the Seller fails to provide customer service to the Buyer within the agreed deadline or within the deadline set out in Art. XI. (11.2) the Buyer is entitled to charge the Seller with a contractual penalty in the amount of 1,500,- CZK for each day in which the Purchaser fails to provide warranty service.


    1. If the Buyer fails to pay the Purchase Price within the deadlines set out in this Contract, the Buyer is obliged to pay the Seller a contractual penalty of 0.05 % of the outstanding amount for each day of delay unless the Buyer proves that the delay in payment of the Purchase Price was caused by late release of the funds by the provider of the support.


12.4 In the event that the Apparatus that is the subject of the Supply on the basis of this Contract do not have the parameters set out in the Seller’s Bid, the Buyer is entitled to charge the Seller with a contractual penalty of 10 % of the Purchase Price of the Apparatus set out in this Contract and is entitled to withdraw from this Contract.


12.5 The obliged party must pay any contractual penalties to the entitled party not later than within 15 calendar days of the date of receipt of the relevant claim from the other party.


12.6 Payment of the contractual penalties pursuant to this Article hereof shall in no way prejudice the Buyer’s entitlement to compensation for damage incurred by the Buyer as a result of breach of the Seller’s obligations to which the penalty applies.


XIII. Termination of the Contract


    1. This Contract may be terminated by its performance, agreement of the Parties or withdrawal from the Contract on the grounds stipulated by law or in the Contract.


    1. The Buyer is entitled to withdraw from the Contract without any penalty in any of the following events:


    1. The Provider of the subsidy or any other control body determines that the expenditures or part of the expenditures incurred on the basis of this Contract are ineligible; or

    2. The financial subsidy for implementation of the ELI-Beamlines Project is withdrawn from the Buyer;

    3. The Seller has materially breached the obligations imposed thereon by the Contract;

    4. Insolvency proceedings are pursued against the Seller’s assets.


13.3 The Seller is entitled to withdraw from the Contract in the event of material breach of the Contract by the Buyer.


XIV. Representatives, Notices


    1. The Seller has appointed the following authorised representative for communication with the Buyer in relation to the subject of performance hereunder:

In technical matters:

_____________________________

E-mail: ______________________, tel.: ___________________


In contractual matters:

_____________________________

E-mail: ______________________, tel.: ___________________


    1. The Buyer has appointed the following authorised representatives for communication with the Seller in relation to the subject of performance hereunder:

In technical matters:

Ing.Pavel Bakule, DPhil.

E-mail:[email protected], tel.:(-420) 266 052 893



In contractual matters:

_____________________________

E-mail: ______________________


    1. Unless this Contract stipulates otherwise, any and all notices that are to be or may be made between the Parties under this Contract must be made in writing and delivered to the other Party by an internationally renowned courier service (Federal Express, DHL, etc.), in person (with written confirmation of acceptance) or by registered post.


XV. Choice of Law


    1. This Contract and all the legal relationships arising out of it shall be governed by the laws of the Czech Republic.


    1. The Parties acknowledge and note that the provisions of the Commercial Code shall apply in matters that are not explicitly regulated by this Contract.


    1. Any and all disputes arising out of this Contract or the legal relationships connected with the Contract shall be resolved by the Parties by mutual negotiations. In the event that any dispute cannot be resolved by negotiations within sixty (60) days, the dispute shall be resolved by the competent court in the Czech Republic based on application of any of the Parties.


XVI. Final and other provisions


    1. The Contract represents the entire and comprehensive agreement between the Buyer and the

Seller.


    1. In the event that any of the provisions of this contract shall later be shown or determined to be

invalid, ineffective or unenforceable, then such invalidity, ineffectiveness or unenforceability

shall not cause invalidity, ineffectiveness or unenforceability of the Contract as a whole. In

such event the Parties undertake without undue delay to replace after mutual agreement

such invalid, ineffective or unenforceable provision of the Contract by a new provision, that

in the extent permitted by the laws and regulations of the Czech Republic, relates as closely

as possible to the intentions of the Parties to the Contract at the time of creation hereof.


    1. This Contract becomes valid and effective as of the day of its execution by the authorised

persons of both Parties.


    1. This Contract may be changed or supplemented solely by means of numbered supplements in writing, furnished with the details of time and place and signed by duly authorised representatives of the Parties.


    1. The Seller as provided in this Contract undertakes to:


  1. keep all documents which were made for the subject of performance under this Contract and at any time during this period to allow access to archived documents for the Buyer, and that by 2021, the Buyer shall be entitled to take the documents up in the 10 years from the completion of performance under this Contract by Seller above documents free of charge;

  2. cooperate in the exercise of financial control, as a person liable under the provisions of Sec. 2 point e) of the Act No. 320/2001 Coll. on financial control in public administration, as amended, among other things, enable the Managing Authority of the Operational Programme “Research and Development for Innovations” (hereinafter referred to as "MA OP VaVpI") to approach to those parts of bids, contracts and related documents which are protected under special legal regulations (eg. trade secrets, classified information), provided that they meet the requirements of the law (eg. Sec. 11 point. c) and d) , Sec. 12 paragraph 2 point. f) of Act No. 552/1991 on state control, as amended;

  3. provide controls of his subcontractors by the MA OP VaVpI in extent according to the previous point.


    1. This Contract is drawn up in the Czech and English language in four (4) counterparts, each of

which is deemed to be the original. In case of dispute the Czech version prevails. Each Party to

the Contract shall receive two (2) counterparts. The following Annexes are an integral part of

the Contract:


Annex No. 1: Technical Specification of the performance,

Annex No. 2: Bid of the Seller submitted in the Tender,

Annex No. 3: Itemised budget of the Subject of performance of the Seller


    1. The Parties, manifesting their assent with its entire contents, affirm the Contract with their

signature.



In Prague, on _______________



For: Fyzikální ústav AV ČR, v. v. i. - ředitel For:_____________________

__________________________ ________________________

Name: doc. Jan Řídký, CSc. Name:___________________

Title: Director Title


14



ANNEX B2 PRODUCT ENVIRONMENTAL ATTRIBUTES COMPUTERS AND
ANNEX NO 1 TITLE NAME AND SURNAME OF
 COMUNICAT DE PREMSA  ANNEX DESCRIPCIÓ DELS


Tags: annex no., tender, annex, binding, version, purchase, annex