Procurement Contract No 310434
Tallinn University of Technology (registry code 74000323, address Ehitajate tee 5, Tallinn
19086, Harju County, Estonia) represented by Vice-Rector for Research Jarek Kurnitski
(hereinafter the Buyer),
and
SIA DOMA (registry code 40003003704, address Pildas street 10, Riga, LV-1035, Latvia)
represented by member of the board Linda Dombrovska (hereinafter the Seller),
hereinafter individually referred to as a Party and jointly as the Parties, have entered into this
procurement contract (hereinafter the Contract) as follows:
1. Purpose of the Contract and Annexes
1.1. The Contract has been concluded as a result of the public procurement “Cone
Calorimeter” (reference number 310434) (hereinafter the procurement).
1.2. The integral parts of the Contract are the Procurement Documents, the Seller’s
tender, written notices exchanged between the Parties, as well as amendments to
and annexes to the Contract.
1.3. At the time of conclusion of the Contract, it includes the following annexes
(available electronically in the Public Procurement Register):
1.3.1. Annex 1 Technical Description
1.3.2. Annex 2 Seller’s Tender
2. Subject of the Contract
2.1. The subject of the Contract is is the purchase of cone calorimeter model TCC 918
with transport (hereinafter referred to as the subject) to the Buyer's location at
Tallinn University of Technology at Mäepealse 3, Tallinn 19086, Harju County,
Estonia.
2.2. A more detailed description of the product and the requirements applicable thereto
are set out in the Procurement Documents and in the Seller’s tender.
3. Contract Price and Payment Terms
3.1. The Buyer shall pay the Seller 179790 euros for the goods (hereinafter the
Contract Price) without VAT.
3.2. The Contract Price includes delivery of the product to the premises of the Buyer
and all costs related to the performance of the Contract (the cost of the goods,
transportation, delivery of the goods, training and costs related to the fulfilment of
warranty obligations).
3.3. The Seller shall not have the right to increase the price of the product during the
term of the Contract. A reduction of the price is permitted.
3.4. The Buyer shall pay for the product after the signing of the instrument of delivery
and receipt, and upon receipt of the invoice issued on the basis thereof.
3.5. The Seller shall issue an electronic invoice to the Buyer, which shall include at least
the following information:
3.5.1. the reference number of the procurement;
3.5.2. the name of the unit that ordered the product;
3.5.3. the name of the Buyer’s contact person.
3.6. A Seller not registered in Estonia may submit the invoice as an e-invoice via the
pan-European electronic document and e-invoicing network PEPPOL or in PDF
format. The Buyer’s PEPPOL code/address is 9931:EE100224841. The delivery
and acceptance certificate shall not be attached to the e-invoice.
3.7. The payment term of the invoice shall be at least 21 days from the date of
submission of the invoice.
3.8. An invoice that does not comply with the requirements shall not be paid until the
deficiencies have been remedied.
4. Delivery
4.1. The supplier shall deliver to the Buyer 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. The product must be ready to use.
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 exact time of delivery of the item shall be agreed between the parties so that
the Seller delivers the item to the Buyer's location, installs, configures and conducts
user training no later than ... months (delivery time stated in the offer) after the
conclusion of the contract. The Buyer undertakes to accept the items that comply
with the procurement conditions.
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 Buyer 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 Buyer has
the right to refuse to accept the product. In this case the supplier shall, at
the Buyer's request, repair the product or replace the product by a non-
defective product or reduce the product's price.
4.5.3. If the Buyer 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 Buyer 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 shall be handed over to the buyer
together 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 occasions,
the Buyer 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 Buyer 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
buyer 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 Buyer
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 the installation and setup of the product, the Seller shall provide training to
the Buyer. The time of the training shall be agreed between the parties prior to the
installation and setup of the product. The Seller shall ensure that the training is
conducted by the Seller’s representative or the manufacturer’s representative in
accordance with their professional knowledge, skills and competence.
5. Warranty
5.1. The seller shall grant a warranty for the instrument and the computer for a minimum
period of 12 months, as specified in the procurement documents, which shall
commence upon the transfer of the right of ownership and direct possession of the
product to the Buyer, unless a more favorable warranty period has been provided
to the Buyer in the warranty certificate or in 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 Buyer 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 working 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 Buyer'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 Buyer.
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 Buyer 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 Buyer 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 Buyer 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 Buyer has the right to request reduction of the price instead of
elimination of the deficiencies.
6.5. In addition to or instead of demanding performance of the contract, the Buyer has
the right to claim a contractual penalty of up to 1% (one percent) of the contract
price if the Seller has failed to deliver the product or if the product delivered by the
Seller does not comply with the terms of the contract.
6.6. In the event of failure to comply with the deadline set out in the contract, the Buyer
has the right to claim a contractual penalty from the Seller in the amount of 0.1%
(zero point one percent) of the contract price for each day of delay.
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 Buyer 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 Buyer delays with fulfilment of its financial obligations, the supplier has the
right to request fine for delay from the Buyer 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 7.4 of the contract violates the
confidentiality obligation laid down in clause 8 of the contract, the Buyer 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 Buyer 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 Buyer 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 Buyer 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 contact persons
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
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 shall be deemed to have been received by a party if it has been
delivered against signature or if the notice has been sent by registered mail to the
address notified by the party and 5 (five) calendar days have elapsed from the date
of posting. In the case of notices sent by e-mail, including digitally signed
documents, the notice shall be deemed to have been received at the time of
sending indicated in the e-mail.
7.4. The contact persons of the parties are:
7.4.1. The Buyer’s contact person is Alar Just (phone +372 6202411, email
[email protected] ). The Buyer’s contact person is entitled to represent
the Buyer 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 Seller’s contact person is Mārtiņš Priedītis, (phone +371 2932 3444,
email
[email protected]).
8. Confidentiality
8.1. 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 Buyer is presumed to have a legitimate interest.
8.2. Disclosure of confidential information to third parties shall be permitted only with
the Buyer’s prior consent given in a form that can be reproduced in writing. The
confidentiality obligation set out in the contract shall not apply to the disclosure of
information to the parties’ auditors, lawyers, banks, insurance undertakings, other
legal entities or partnerships belonging to the contractor’s global network,
subcontractors or service providers who are bound by a confidentiality obligation,
or in cases where a party is required to disclose such information pursuant to
applicable law.
8.3. The supplier undertakes not to use confidential information for personal gain or for
the benefit of third parties.
8.4. The Seller 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.
8.5. The Seller undertakes to ensure that, in the course of performing the contract,
personal data are processed lawfully and in compliance with the requirements of
the General Data Protection Regulation (EU) 2016/679 (GDPR) and other
applicable data protection legislation. The Seller shall implement appropriate
technical and organisational measures to ensure a level of security appropriate to
the risk, including protection of personal data against unauthorised or unlawful
processing, accidental loss, destruction or damage, and against unauthorised
disclosure or alteration.
9. Validity, amendment and termination of the contract
9.1. 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.
9.2. A party shall not transfer the contractual rights and obligations to a third party
without a written consent of the other party.
9.3. The parties may amend the contract under the conditions laid down in subsection
123 (1) of the Public Procurement Act.
10. Final provisions
10.1. The Parties shall be governed by the legislation in force in the Republic of Estonia
in the performance of the contract; in particular, in matters not regulated by the
contract, the provisions of the Law of Obligations Act applicable to the relevant
type of contract shall apply.
10.2. 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.
10.3. The supplier is aware that the contract is public to the extent provided by the Public
Information Act.
10.4. The disputes arising from the contract that the parties have failed to resolve by
negotiations shall be settled in Harju County Court.
10.5. The contract shall be signed digitally.
Buyer Seller
Tallinn University of Technology SIA DOMA