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10117 EsrSHElcycLE
suppoRT coNTRAcr FoR AMARI ATRFTELD LTcHTTNG sysrEm
Contract No TV J-O.a-2.4 . 6 EE
Dated S'ft..zoto
between
ESTONIAN DEFENCE FORCES
Represented by:
CDR Roman Lukas, Commanding officer of the Support Command of the Estonian Defence
Forces on the basis of the Government of the Republic's 24.O7 .2015 regulation no 1 '18 "Statutes
of the Estonian Defence Forces" S 24 clause 2 subsection 5
(hereinafter referred to as "the BUYER")
and
UAB "VALDYttiO AUTOMATIKA"
Represented by:
Edmundas Ragauskas, Director,
acting under company delegation
(hereinafter referred to as "the SELLER")
and hereinafter referred to individually as a "Party" and collectively as the "Parties".
Whereby the Parties agree as follows:
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ARTICLE 1 DEFINITIONS
ARTICLE 2 CONTRACTUAL OBLIGATIONS
ARTICLE 3 NATURE OF THIS CONTRACT
ARTICLE 4 SCOPE OF THE CONTRACT
ARTICLE 5 WARMNTY
ARTICLE 6 PRICES
ARTICLE 7 PAYMENT CONDITIONS
ARTICLE 8 DELIVERIES
ARTICLE 9 PENALTIES
ARTICLE 10 TMES AND OUTIES
ARTICLE 1
1 LIABILITY
ARTICLE 12 FORCE MAJEURE
ARTICLE ,I3 CONFIDENTIALITY AND REPRODUCTION
ARTICLE 14 NOTICES
ARTICLE 15 APPLICABLE LAW / ARBITMTION
ARTICLE 16 TERMINATION
ARTICLE 17 COMING INTO FORCE/ DURATION OF CONTRACT
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ARTICLE ,I DEFINITIONS
For the purpose of this Contract, the following terms and abbreviations shall have
the meaning herein assigned, unless redefined hereafter to fit a particular
purpose or context.
1.1. "Contract"i means this four (4) years Life-Cycle Support Contract for the
Amari airfield lighting system between the Parties including all Annexes and
Purchase Orders which form an integral part thereof.
1.2. "BUYER"T means the Support Command of the Estonian Defence Forces.
1.3. "SELLER": means UAB "Valdymo Automatika" with whom the BUYER has
entered into this Contract.
1.4. "Parties": means the BUYER and the SELLER.
1.5. "Purchase Order"i means each single Agreed Order under this Contract.
1.6. "Life-Cycle Support": means technical assistance, repairs, spares, training
and other services or supplies provided by the SELLER to the BUYER under this
Contract.
1.7. "Training": means all training courses provided & conducted by the SELLER
under this Contract.
1.8. "Spare Paris': means the parts whach are listed in the Documentations.
1.9. "Technical Documentation"; means User Manuals, Technical Manuals,
Repair Manuals or lllustrated Part Catalogues.
't.10. "Warranty Period": means the period defined in Article 5.
1.11. 'Working Day" means any weekday, excluding Saturdays, Sundays and
official national holidays in the Republic of Estonia and in Republic of Lithuania.
1.12. "Documents" means all the documents related to this Contract.
ARTICLE 2 CONTRACTUAL OBLIGATIONS
The SELLER agrees to supply and the BUYER agrees to pay for Product
Support to Amari airfield lighting system according to the regulations stated in
the Articles and Annexes of this Contract and specifled in Purchase Orders.
ARTICLE 3 NATURE OF THIS CONTRACT
The contractual documents of this Contract consist of Articles 1 to 17, SELLER'S
Procurement Proposal, as well as all future Annexes and Purchase Orders
hereto.
3.2 The execution of the Contract shall be implemented according to the provisions
stated in the Contract and specified by the separate Purchase Orders signed by
the BUYER.
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3.3 The details oI each separate Purchase Order (quantities, delivery conditions,
prices, etc.) shall be negotiated by the Parties before signing of the relevant
Purchase Order.
ARTICLE 4 SCOPE OF THE CONTRACT
Under this Contract, the SELLER shall provide Product Support to the Amari
airfield lighting system as described below based on the SELLER'S tender
submitted in the procurement procedure.
Technical assistance or corrective maintenance operations on BUYER'S
site to be undertaken at the BUYER's request,
Repairs,
Supply o, spare parts,
Training,
Other Services or Supplies.
ARTICLE 5 WARRANTY
5.1. Warrantv
Spare Parts delivered are warranted for twelve (12) months running from the
date ol shipment.
Warrantv claim
The BUYER shall inform the SELLER of any failure occurring on spare part
covered by the warranty as soon as it arises, giving as much information as
possible regarding the conditions under which the failure appeared and shall
send the spare part back to the SELLER's plant.
The transportation cosls incurred in making a warranty claim if such claim is
found to be valid are shared as follows:
. Costs of returning equipment to the SELLER shall be borne by the
BUYER,
. Costs of returning equipment to the BUYER shall be borne by the
SELLER
in case the warranty is applied-
ARTICLE 6 PRICES
6.1. The prices for Ordering under this contract are established in Euros (EUR).
6.2. The prices are exclusive of any taxes or other charges.
ARTICLE 7 PAY]SENT CONDITIONS
7.1. All payments shall be made in Euros (EuR).
7.2. The BUYER shall pay for the goods and services within 30 (thirty) calendar days
of the date of the SELLER'S invoice.
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ARTICLE 8 OELIVERIES
8.1. Deliverv lead-time
8.1.1. Lead-time stipulated in a quotation will be in line with the lead-time indicated in
the Purchase Order placed by the BUYER.
8.'1.2. Lead-time shall be indicated in days. Lead-time shall start upon
ackno\,flledgement by the SELLER of the purchase order and the corresponding
advance payment.
8.1 .3. The SELLER declines all liability lor the failure to perform any Purchase Order
accepted where the failure to perform or delay is due to Force lrajeure as set-
out in Article 12 below.
8.2. Deliveries - Discrepancies
4.2.1. Chanoes in the oart numbers of Soare Parts
The SELLER shall be authorised to deliver Spare Parts carrying part numbers
which are different from the ones ordered by the BUYER, pending the BUYER'S
approval, where equipment has just been upgraded and/or for which the
documentation has not yet been moditied accordingly.
ln this case, the SELLER shall, prior to the delivery or at the time the equipment
is delivered at the latest, provide a suitable explanation (change of supplier or
manufacturer, change in manufacturing process, change to improve quality, etc.)
and confirm that the equipment delivered is fully compatible with any and all
other system equipment items and maintenance equipment.
8.2.2 Claim
The BUYER shall, within one (1) month of receiving the delivery, inform the
SELLER in writing, in a specific, detailed and justified form, of any complaint
concerning defects or quality considered as unacceptable.
The SELLER'S representative (i, available on site) shall assist the BUYER in
inspecting the equipment involved and drafting the complaint. The SELLER shall
immediately forward this complaint to the Seller.
This limitation does not apply to equipment packaged for long-term storage for
which the complaint shall be made as soon as the defect appears.
8.3. Packino and markino
8.3.1. The SELLER shall pack the supplies in accordance with the its standard
airfreight packing at no additaonal charge. Packing other than standard will be
priced separately.
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ARTICLE S PENALTIES
ln the event of failure to deliver the Equipment, Spare Parts or Services on the
delivery date agreed upon in the relevant Purchase Order for reasons other than
Force Majeure, the BUYER shall be authorised to claim payment of a penalty
calculated on the basis of half per cent (0.5%) of the cost ol the delayed item for
each month of delay. The total amount of the said penalty shall not exceed five
per cent (5%) of the amount of the delayed item.
ARTICLE ,IO TAXES AND DUTIES
All taxes and duties of whatever type levied in the BUYER'S country shall be
borne by the BUYER.
All taxes and duties of whatever type levied in the SELLER'S country shall be
borne by the SELLER.
ARTICLE I,I LIABILITY
Each Party shall respectively assume liability for damages of any nature
sustained by the staff of the SELLER or BUYER, participating in the performance
of the Contract or in the verification of operations, even if such liability is
incumbent on the other Party, except in the case of a fault committed
intentionally or a gross fault or negligence.
ln the event of a claim for injuries or damages sustained by any other person or
item of whatever nature resulting lrom the action of the SELLER'S employees
and/or of the equipment supplied, the SELLER shall be liable if intention to
commit and/or gross negligence is proven.
lf such a case cannot be settled on an amicable basis, the dispute shall flnally be
settled by arbitration, in accordance with Article 15.
Should the conditions of stay of the personnel concerned be modified by cases
of Force Majeure, the BUYER and the SELLER shall mutually agree to the
conditions under which the said personnel may continue to stay or leave.
ARTICLE 12 FORCE MAJEURE
The BUYER and SELLER shall be excused from and shall not be liable for
delays in the fulfilment of his obligations under the Contract or any Purchase
Order, if prevented due to Force Majeure
Force majeure is any event that is:
. unforeseeable,
. insurmountable, and
. beyond the BUYER'S or SELLER'S control.
ln this case, the time for performance of the Contract shall be extended by as
many days as are necessary to remove the causes of the delay.
The Parties inform each other of the causes of such a delay within twenty (20)
Working Days as of the delay arising. The Parties shall make every reasonable
endeavour to remove the causes for the delay and conlinue the performance of
the Contract as soon as these causes have been removed. Force l\rajeure
affecting a subcontractor shall be considered as affecting the SELLER himself.
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The BUYER'S and SELLER'S liability shall be limited to the aforementioned
obligations and shall exclude any indirect damages.
ARTICLE 13 CONFIDENTIALITY ANO REPRODUCTION
13.1. The Parties agree that are considered as confidential information (hereinafter
"Confidential lnformation") provisions of the Contract and all documents, data,
plans, drawings, samples, models, specificataons, software, technical and
commercial information, whatever the medium (written or printed, CD-ROM,
digital media...) and transmission mode (written, oral, including computer
networks and / or e-mail), sent by one Party (the Disclosing Party) to the other
Party (the Receiving Party) and disclosed in connection with the execution of the
Study and more generally of the Contract.
Written lnformation means any Confidential lnformation whach is written on paper
or any other tangible form, marked "CONFIDENTIAL" or "PROPRIETARY" or
with any other appropriate words clearly indicating the confidential nature
thereof.
ln the event of oral lnformation, the Disclosing Party shall inform the Receiving
Party that such information is Confidential lnformation at the time of its
disclosure, and shall confirm it in writing to the Receiving Party no later than
tharty (30) days after such oral disclosure. lt is understood that during this said
period, the information shall be considered and protected as Confidential
lnformation by the Receiving Party.
Each Party hereby undertakes that such Confidential lnformation:
a) shall be protected and kept strictly confidential and shall be keated with the
same degree of care and protection as it uses to treat its own Confidential
lnformation of like importance, and
b) shall be disclosed internally only to those of its employees and agents
having a need to know such Confidential lnformation and duly informed of
the confidential nature of such information; the BUYER shall ascertain that
the persons receiving such confidential informataon are aware of its
confidential nature, and they commit themselves to abide by the provisions
of this Article. The BUYER will remain liable for any failure to respect those
provisions by said persons; and
c) shall not be used, in whole or in part, for any other purpose than that
specified in this Contract, without the prior written consent of the Disclosing
Party, and
d) shall not be disclosed nor likely to be disclosed either directly or indirectly
to any third party including subcontractors or any other persons than those
mentioned in paragraph b) above, without the prior written authorisation of
the Disclosing Party and provided that such third party undertakes in
writing to comply with the same confidentiality obligations as provided
herein, the Receiving Party remaining liable to the Disclosing Party for any
failure by the third party to abide by said obligations, and
e) shall not be copied, nor reproduced, nor duplicated in whole or in part
without the prior written authorisation of the Disclosing Party, except for the
copies strictly necessary to fulfil the purpose hereof, and for the only
persons mentioned in paragraphs b) and d).
Any disclosure of Confidential lnformation shall be made an full compliance with
any applicable export control laws, rules and regulations.
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13.3 Each Party hereby undertakes to maintain this confidentiality during the validity
period of the Contract and during a period of five (5) years following expiration or
termination of this Contract, whatever the cause.
13.4. However, the Receiving Party shall be under no obligation or restriction
whatsoever with regard to such Confidential lnformation when the Receiving
Party can prove that the information:
a) is or becomes publicly available prior to or after disclosure, and in the latter
case through no wrongful act of the Receiving Partyi or
b) is already known by the Receiving Party as evidenced by appropriate
documentation in said Party's records; or
c) is rightfully received lrom a third party, without restrictions or breach of this
Contract; or
d) is the result ot in-house development performed in good faith by employees
of the Receiving Party who have not had access to such Confidential
lnformation; or
e) has been approved in writing for release or disclosure by the Disclosing
Party; or
f) has been disclosed after expiration or termination of this Contract; or
g) was disclosed by the Receiving Party in order to comply with any legislation
or order of a court or other governmental body, binding upon the Receiving
Party, provided however that, to the extent permitted at law, the Receiving
Party promptly notifies the Disclosing Party and cooperates with it in order
to give to the Disclosing Party the opportunity to contest such requirement
by all legal means.
The disclosure of Confidential lnformation may under no circumstances be
construed as grantang, whether expressly or implicitly, to the Rec€iving Party any
right whatsoever (under a license or any other instrument) in the materials,
inventions or discoveries to which said Confidential Information is related. The
same applies with regard to copyright and any other similar rights, trademarks
and trade secrets.
All Confidential lnlormation and copies thereof disclosed by either Party to the
other shall remain, subject to third parties' rights, the property of the Disclosing
Party.
13.6. The expiry or termination of the present Contract shall not discharge the BUYER
or the SELLER from its obligations under this Article.
13.7. The Parties undertakes to comply with all the provisions of the current or future
security conventions established between the authorities of both Parties'
countries.
ARTICLE 14 NOTICES
All communication which either party is required or wishes to give or make to the
other party pursuant to this contract, shall be made in writing and in the English
language to the following addresses:
14.1. For the BUYER
SUPPORT COMMAND OF ESTONIAN DEFENCE FORCES (EDF)
For the attention of Markko LEPIKULT
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Suur-S6jamde 23a
1'1415 Tallinn
Estonia
E-mail:
[email protected]
14.2 For the SELLER
UAB "Valdymo Automatika"
For the attentaon of Mintautas Kitkauskas
Neries kr. 16
48402 Kaunas
Lithuania
E-mail:
[email protected]
14.3. Each Party is entitled to change the above mentioned addresses provided it
informs the other Party thereof at least one ('1) month in advance by registered
letler with acknowledgement of receipt.
The Parties may, if required, inform each other of other addresses making it
possible to deal more directly with administrative, legal, financial, technical,
procurement or logistic matters. Such other addresses shall be communicated in
writing.
ARTICLE I5 APPLICABLE LAW / ARBITRATION
15.1. The Contract is governed by and construed under Estonian law.
Any dispute, conflict or difference of whatever nature between the BUYER and
the SELLER in connection with the Contract (or any Purchase Order thereunde0
shall whenever possible, be settled amicably.
15.3. Should no amicable settlement be found within sixty (60) days of its occurrence,
then the dispute shall be resolved in Harju County Court
ARTICLE,I6 TERITIINATION
Should either Party wish to terminate the Contract before its validity expires, the
Party in question shall inform the other Party thereof by registered letter with
acknowledgement of receipt at least three (3) months prior to the desired
termination date. As a consequence, the Parties shall immediately cease to
impiement new Purchase Orders.
As for Purchase Orders standing at the date of termanation, all work started shall
be carried out entirely by the SELLER and the reimbursement of reasonable
costs plus profit covering work in progress shall be mutually agreed upon.
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ARTICLE 17 COMING INTO FORCE / DURATION OF THE CONTRACT
17 .1 This Contract shall come into force upon the date of its signature by both Parties.
It shall remain valid for four (4) years starting from such date.
17.2 The Contract may be modified at any time during its validity through the mutual
written consent of the two Parties forming an amendment hereto.
The present contract has been drawn up in two originals (2), in English, one for the BUYER and
the other one for the SELLER.
utonatika',
A--f^c
Signed by.
CDR Roman Lukas
Director Commanding Officer
For and on behalf of For and on behalf of
UAB "VALDYMO AUTOMATIKA" SUPPORT COMMAND OF THE
ESTONIAN DEFENCE FORCES
Date: y'{ 0{ 0O// 9219 j19Jd^J€ I'o16
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