Public contract no 304575
Tallinn University of Technology, registry code 74000323, address Ehitajate tee 5, 19086 Tallinn
(hereinafter referred to as "contracting authority"), represented by Department of Electrical Power
Engineering and Mechatronics Director Mart Landsberg, acting under a letter of authorisation
and
Mitaten Finland, registry code 0966412-9, address Venevalkamantie 5, 02700 Kauniainen, Finland
(hereinafter referred to as "supplier/seller"), represented by Board Member Peter Korhonen,
hereinafter referred to separately as "party" and together as "parties", have entered into this sales
contract as follows:
1. General provisions
1.1. The contract has been awarded as a result of the public procurement ”The purchase of an image
luminance measuring device (ILMD)" (reference number 304575) (hereinafter public
procurement).
1.2. The public procurement documents (hereinafter referred to as "procurement documents"), the
supplier's tender, the written notifications exchanged between the parties and the amendments
and annexes to the contract form an integral part of the contract.
2. Object of the contract
2.1. The object of the contract is the purchase of one image luminance measuring device (ILMD)
(hereinafter product) together with transportation to contracting authorities’ location Ehitajate
tee 5, Tallinn.
2.2. A more detailed description of the product and the requirements for the product are laid down
in the procurement documents and the supplier's tender.
3. Contract price and terms of payment
3.1. The contracting authority shall pay the supplier for the product 49 990 euros in accordance with
the price set out in the tender (hereinafter referred to as "contract price"). VAT will not be added
to the price.
3.2. The contract price shall cover shipping costs and delivery to the location specified by the
contracting authority, setup, training and instructing the use of the product including the cost
of the goods and the costs related to the certification of the goods, customs procedures,
transportation, handover and fulfillment of the warranty obligation.
3.3. The supplier is not entitled to increase the price of the product during the term of the contract.
It is allowed to reduce the price.
3.4. The contracting authority shall pay for the product after signing the instrument of delivery and
receipt and after receiving the relevant invoice.
3.5. The supplier shall submit an electronic invoice to the contracting authority. The invoice shall
include the number of the public procurement, the name of the contracting authority's unit and
contact person name.
3.6. A supplier, who is not registered in Estonia, can submit an invoice in the form of an electronic
invoice through the European-wide network for exchanging e-invoices and electronic
documents PEPPOL or in PDF format to the e-mail address of the contracting authority's
authorised representative. The PEPPOL code/address of Tallinn University of Technology is
9931:EE100224841.
3.7. The due date for the invoice shall be not less than 21 (twenty one) days from the date of
submission of the invoice.
3.8. An invoice that does not meet the requirements shall be deemed not to have been received
until the deficiencies are rectified.
3.9. The contract is funded from „ASTRA +“.
4. Delivery
4.1. The supplier shall deliver to the contracting authority a product, the quality, amount and
characteristics of which comply with the ones laid down in the procurement documents and the
tender. The product characteristics not defined in the procurement documents shall be of at
least average quality and meet the requirements normally set for similar products.
4.2. The product must comply with the technical specification laid down in the procurement
documents and the supplier must have all the intellectual property rights required for
performance of the contract.
4.3. The supplier shall deliver the product to the contracting authority's address no later than 4
months after concluding the contract. The implementation schedule indicates the beginning and
end of the respective activities and the implementation period may not exceed 4 months from
the conclusion of the contract. The buyer undertakes to accept the goods that comply with the
terms of the procurement.
4.4. When delivering the product, the supplier must make sure that the product maintains its quality
and complies with the conditions of transportation normally applied to the products that are
the object of the contract.
4.5. The delivery of the product takes place by signing the instrument of delivery and receipt.
4.5.1. The instrument of delivery and receipt shall, if necessary, set out the deficiencies
discovered upon receipt of the product and a deadline for the elimination of the
deficiencies. If the supplier violates a contractual obligation, which cannot be rectified
or if the contracting authority is not interested in rectification, no deadline shall be set
for elimination of the deficiencies.
4.5.2. If the product has substantial deficiencies upon delivery, the contracting authority has
the right to refuse to accept the product. In this case the supplier shall, at the contracting
authority's request, repair the product or replace the product by a non-defective
product within 7 days or reduce the product's price.
4.5.3. If the contracting authority refuses to accept the product, the supplier has the right to
order an assessment of the conformity of the product from an independent expert
accepted by both parties. If the refusal to accept the product proves unjustified as a
result the expert assessment, the contracting authority shall reimburse the supplier for
the costs of the expert assessment. If the expert assessment confirms non-conformity
of the product, the costs of the expert assessment shall be borne by the supplier.
4.5.4. The instrument of delivery and receipt handed over to the contracting authority shall be
accompanied with the documentation related to the product (e.g. quality certificate,
certificate, technical documentation, operating instructions, installation instructions,
maintenance instructions, authorization of use etc.).
4.6. If the delivered products/goods have similar deficiencies on at least two (2) occasions, the
contracting authority is entitled to request that the supplier replace the delivered
product/model. The new model/product to be delivered must comply with the public
procurement documents and must not increase the price set out in the contract.
4.7. The product/goods must meet the conditions, standards and quality requirements approved by
the manufacturer and be equipped with all the necessary documents, certificates and
instructions
4.8. The right of ownership and risk of accidental loss of or damage to the product shall pass from
the supplier to the contracting authority upon signing of the corresponding instrument of
delivery and receipt.
4.9. In case of supply difficulties which prevent the performance of the contract, the contracting
authority has the right to postpone the deadline of the product transfer if necessary. If there are
supply difficulties, the supplier will submit a related statement to the contracting authority at
least 2 weeks in advance. An endorsement of the supply difficulties by the manufacturer or the
production plant of the product(s) will be submitted with the statement.
4.10. After installing and setting up the item, the seller instructs the persons designated by the buyer
to use the item (If requested). The time of the instruction shall be agreed upon by the parties
before the installation and adjustment of the product. The seller must ensure that the
instruction is carried out by the seller's representative or the manufacturer's representative in
accordance with his professional knowledge, skills and abilities.
5. Warranty
5.1. The supplier shall provide a warranty for the product for a minimum period of 24 months or a
longer period specified in the tender, as laid down in the procurement documents, which shall
commence after transfer of the right of ownership and direct possession to the contracting
authority unless a more favorable date of commencement of the warranty period has been set
out for the warranty buyer in the warranty letter or any other document.
5.2. The warranty shall cover all the non-compliances that occur during the warranty period,
including replacement and repair of the equipment.
5.3. The contracting authority shall file a warranty claim to the supplier's authorized representative
indicated in the contract within 7 days after discovering a defect. The supplier shall reply to the
claim at the earliest opportunity but no later than within 3 (days) from receipt of the notice.
5.4. If the product requires warranty maintenance, the supplier shall be responsible for monitoring,
inspection and performing of the warranty maintenance.
5.5. A product replaced during the warranty period is warranted for the duration of the original
warranty. If the product is repaired, the warranty will extend for the duration of the repair.
5.6. The warranty does not exclude or hinder the contracting authority's right to exercise any other
legal or contractual remedy.
6 Liability of the parties and force majeure
6.1 The parties shall bear full liability for direct proprietary damage caused to the other party by
failure to fulfil or inadequate fulfilment of the contractual obligations to the extent of the
damage caused. A party's total liability is limited to the contract price unless the breach of the
contract was intentional.
6.2 The supplier is liable for any breach of the contract, in particular if the supplier has failed to
perform the contract, the product does not meet the requirements set out in the contract, the
product has not been delivered on time or the supplier fails to submit proper documentation
upon delivery of the product, etc. The supplier shall not be liable for defects caused by improper
use or maintenance of the product by the contracting authority.
6.3 If an infringement is subject to contractual penalty based on several provisions or different legal
remedies can be applied for the same infringement, the contracting authority shall choose the
legal remedies to be applied. Claiming contractual penalty shall not affect the right to require
also fulfilment of contractual obligations and compensation for damage.
6.4 The contracting authority shall submit a claim within 5 working days as of becoming aware of
the non-conformity of the thing.
6.4.1 The claim shall set out the deficiencies discovered and a deadline for the elimination of
the deficiencies. The contracting authority may demand repair of the defective product
or replacement of the product by a non-defective product if this does not cause the
supplier unreasonable costs or unreasonable inconvenience.
6.4.2 The contracting authority has the right to request a reduction of the price instead of
elimination of the deficiencies.
6.5 In addition to or instead of the request to perform the contract, the contracting authority has
the right to request contractual penalty in the amount of up to 1% of the contract price for each
infringement if the supplier fails to deliver the product or the product delivered by the supplier
does not meet the requirements set out in the contract.
6.6 In case of failure to comply with the deadline for delivery of the product or the deadline laid
down in the contract, the contracting authority has the right to request from the supplier fine
for delay in the amount of 0,10% (percent) of the contract price for each day of delay, but not
more than 5% (five percent) of the contract price.
6.7 If the supplier fails to fulfil the obligations arising from the contract or repair or replace a
defective product and the delay caused by the supplier can be deemed to be a fundamental
breach of the contract, the contracting authority has the right to purchase the products in the
unfulfilled or improperly fulfilled volume of the contract from third persons and to request, in
addition to contractual penalty, reimbursement of the difference between the cost of the
products purchased from third parties and the contract price and/or to terminate the contract
unilaterally prematurely.
6.8 If the contracting authority delays with fulfilment of its financial obligations, the supplier has the
right to request fine for delay from the contracting authority in the amount of 0.05% (zero point
zero five percent) of the overdue amount for each day, but not more than 5% (five percent) of
the contract price.
6.9 If the supplier or a person specified in clause 8.4 of the contract violates the confidentiality
obligation laid down in clause 8 of the contract, the contracting authority has the right to claim
contractual penalty from the supplier in the amount of up to 10 (ten) percent of the contract
price and/or to terminate the contract unilaterally prematurely.
6.10 In the case of non-performance of improper performance of the contract, which can be deemed
to be fundamental breach of the contract, the contracting authority has the right to terminate
the contract unilaterally prematurely by notifying the supplier thereof in writing. A breach of the
contract is deemed to be fundamental in particular in the circumstances set out in subsection
116 (2) of the Law of Obligations Act.
6.11 Contractual penalties and fines for delay shall be paid within 14 (fourteen) days from the receipt
of the relevant claim. Upon paying for the product, the contracting authority has the right to
reduce the contract price by the amount of the contractual penalty. Claiming contractual penalty
shall not affect the right to require from the other party also fulfilment of contractual obligations
and compensation for damage.
6.12 If the supplier fails to properly perform the contract and due to this, the implementing authority
decides to reduce or recover the grant, the contracting authority has the right to recover the
ineligible costs from the supplier in the amount of the repayment claim.
6.13 Non-fulfilment or improper fulfilment of contractual obligations shall not be deemed to be
breach of the contract if it was due to force majeure. The parties consider that force majeure
are unforeseen circumstances and events described in subsection 103 (2) of the Law of
Obligations Act, which are beyond their control, and other events recognized as force majeure
by Estonian case law.
7 Communication of notices and authorised representatives
7.1 As a rule, notices shall be presented in a format that can be reproduced in writing. The
notifications submitted to the other party that have important legal consequences, e.g.
applications for termination of the contract, claims to the other party arising from breach of the
contract, etc., must be presented in writing. A digitally signed form is equivalent to a written
form.
7.2 Notices relating to the contract shall be submitted to the other party to the contact address
indicated in the contract. A party shall immediately notify the other party in writing of any
changes in the contact details. Until the other party is notified of changes in the contact details,
a notice is deemed to be communicated correctly to the other party if it has been sent to the
contact address indicated in the contract.
7.3 A written notice is deemed to be received by the other party if the notice has been delivered
against signature or if the notice has been sent by registered mail to the address indicated by
the other party and 5 (five) calendar days have passed from posting. Documents, including
digitally signed documents, sent by e-mail shall be deemed to be received at the time of sending
indicated in the e-mail.
7.4 The authorised representatives of the parties are:
7.4.1 The contracting authority's authorised representative Tiina Loit-Oidsalu, phone +372
5300 5379, e-mail
[email protected]. The authorised representative of the
contracting authority is entitled to represent the contracting authority in all matters
relating to the performance of the contract, except amendment of the contract,
unilateral premature termination of the contract and filing a claim for contractual
penalty, fine for delay or compensation for damage.
7.4.2 The supplier's authorised representative is Marko Urama, phone no: +358 44 550 2600;
Email:
[email protected].
6 Confidentiality
6.1 During the term of validity of the contract and unlimited period after expiry of the contract, the
supplier shall keep secret all confidential information received in connection with performance
of the contract, in maintenance of confidentiality of which the contracting authority is presumed
to have a legitimate interest.
6.2 Confidential information can be disclosed to third persons only with the contracting authority's
prior consent presented in a format that can be reproduced in writing. The confidentiality
requirement laid down in the contract shall not extend to disclosure of information to the
auditors, lawyers, banks, insurance undertakings, other legal entities or partners, subcontractors
or service providers belonging to the global network of the contractor who are bound by the
obligation of confidentiality and in the event the party is required to provide information by law.
6.3 The supplier undertakes not to use confidential information for personal gain or for the benefit
of third parties.
6.4 The supplier undertakes to ensure that its representative(s), employees, contracting partners
and other persons involved in the performance of the contractual obligations are aware of the
obligation of confidentiality laid down in this contract and to require these persons to comply
with that obligation unconditionally and for an indefinite period of time.
6.5 Upon performing the contract, the supplier shall ensure that the personal data are processed
legitimately and in compliance with the requirements set out in the General Data Protection
Regulation (EU) 2016/679 and other legislation relating to data protection, incl. take
organisational, physical and technical information security measures in order to protect
confidential information from accidental or intentional unauthorised alteration, accidental or
intentional destruction, disclosure, etc.
7 Validity, amendment and termination of the contract
7.1 The contract shall enter into force upon signature thereof by the parties and shall be valid until
the parties have fulfilled all their contractual obligations. Expiry of the contract shall not affect
the performance of obligations which, due to their nature, apply also after expiry of the contract.
7.2 A party shall not transfer the contractual rights and obligations to a third party without a written
consent of the other party.
7.3 The parties may amend the contract under the conditions laid down in subsection 123 (1) of the
Public Procurement Act.
8 Final provisions
8.1 The Parties shall make resolutions in compliance with the legislation of the Republic of Estonia;
in particular, in matters not covered by the contract, the provisions of the Law of Obligations
Act concerning the relevant types of contract apply.
8.2 If a provision of the contract proves to be inconsistent with the legislation in force in Estonia, it
shall not affect the validity of other provisions of the contract.
8.3 The supplier is aware that the contract is public to the extent provided by the Public Information
Act.
8.4 The disputes arising from the contract that the parties have failed to resolve by negotiations
shall be settled in Harju County Court.
8.5 The contract shall be signed digitally.
Contracting authority Supplier