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PUBLIC PROCUREMENT CONTRACT Geological Survey of Estonia (hereinafter referred to as the „Client“) Location F.R.Kreutwzaldi 5, 44314 Rakvere, Estonia Registry code 10140653 Represented by Sirli Sipp Kulli,who is acting according to the Statutes Oy Meridata Finland Ltd (hereinafter „Supplier“) Location Veijolankatu 41, 08150 LOHJA, FINLAND Registry code 0203192-127 Represented by Kim Olá which are hereinafter referred to separately as Party and together as Parties, enter into this public contract (hereinafter Contract) and agree as follows: 1. Object of Contract The object of the Contract shall be the purchase of software liscenses and components for geophysical data acquiring and processing (hereinafter Product) in accordance with the public procurement No 246750. 2. Obligations of Parties 2.1. The supplier is obliged to: 2.1.1 supply the Product, which is the object of the Contract and to carry out the works in compliance with the requirements and time limits laid down in the Contract and procurement documents. 2.1.2. submit to the Client the documents necessary for the possession, use and disposal of the Object of the Contract. 2.2. The supplier warrants that third persons do not have any rights to the Product supplied under the Contract. 2.3. The Client is obliged to: 2.3.1. fulfill all the obligations arising from the Contract and procurement documents. 2.3.2. make the payment within the time limits and pursuant to the procedure specified in the Contract. 2.4. Supplier may assign its rights and obligations arising from the Contract only with prior written consent of the Client. 2.5. The Party undertakes to compensate the other Party for the damage caused by improper performance of the Contract. 2.6. The Parties hereto shall notify each other of the circumstance preventing the performance of an obligation and the effect of this circumstance on the performance as soon as they learn of such an adverse circumstance. 3. Representatives of the Client and the supplier 3.1. During the performance of the Contract the representative of the Client shall be: Sten Suuroja, Tel: +372 53409924; e-mail: [email protected]. 3.2. The representative of the SUPPLIER shall be: Kim Olá, Tel: +358 (0)19 321912; e-mail: [email protected] 4. Supply, delivery and receiving of the Product 4.1. The Product and the works done shall be delivered within no more than 1 month from entering into the Contract. 4.2. The Product shall be delivered DDP (Incoterms 2010) to Tartu mnt 85, 11412, Tallinn, Estonia. The Product shall be delivered and installed at suppliers expense. 4.3. Upon receipt of the Product and the works done, the acceptance report shall be prepared documenting the compliance of the Product and the works done with the requirements specified in the Contract. 4.4. The risk of accidental loss of the Product shall be transferred from the supplier to the Client upon delivery of the Product and the works done, and the signing of the corresponding acceptance report by both Parties. 4.5. The Product shall meet the terms, standards and quality requirements approved by the manufacturer and shall be accompanied with all the necessary documents, certificates and instructions. 4.6. If the Product or the works done do not meet the description and requirements specified in Clauses 1 and 4.5 of the Contract or if the works have not been carried out properly, the Client has the right to refuse to accept them, and to require fixing or replacing the Product. In this case, the supplier is obliged within 15 working days to undertake at its own expense all the necessary steps in order to bring the Product and the works done into compliance with the requirements specified in the Contract. If the supplier fails within the said time limit to fix or replace the Product or undertake other necessary steps and for this reason the Product does not meet the requirements specified in the Contract, the Client has the right to withdraw from the Contract. 4.7. If the Product is submitted with a waybill, the Client shall make claims in respect of noncompliance of the quantity of the Product to the quantity specified in the waybill within five working days of submission of the Product, unless the Parties have agreed or the circumstances indicate otherwise. 5. Price of the Contract and payment 5.1. The price of the Product purchased, installed and training within the framework of the Contract shall be in total 49 384,33 (forty nine thousand three hundred and eighty four euros and thirty three cents) EUR without VAT. 5.2. The price of the Contract shall cover all the expenses of the supplier until the Product and the works have been delivered to the Client. 5.3. The price of the Contract is final and shall not be subject to change on account of inflation, the rise in the cost of materials or for other reasons. 5.4. The Client undertakes to pay for the Product within fourteen (14) days following its receipt and signing of the corresponding acceptance report as well as following the receipt of the invoice issued by the supplier. The supplier shall have the right to submit the invoice following the delivery of the Product, completion of the works and signing of the corresponding acceptance report by both Parties. 6. Warranty 6.1. The supplier shall give at least 12-month warranty on the Product. The warranty period shall commence on the day on which the Product is accepted by the Client. 6.2. During the warranty the supplier undertakes within 15 (fifteen) days of receipt of a corresponding notice to correct at its own expense any faults and defects in the Product and the thus done, except when those faults and defects arise as a result of improper use of the Product by the Client, or to replace the Product. 6.3. The warranty applies if the Product has been used for its intended purpose. The warranty shall not cover normal wear and tear of the Product. 6.4. The expenses relating to the fixing or replacement of the Product, including transport, postal, work and material-related costs, shall be covered by the supplier. The Client has the right to require the warranty work to be carried out at the location of the Client, unless otherwise indicated by the nature of the Product. 7. Contractual and delay penalties 7.1. If the time limit for the delivery of the Product and the works done is not complied with, the Client can require the supplier to pay a contractual penalty of 0.1% of the value of the object of the Contract (Clause 5.1) for each day of delay. 7.2. If the payment period is exceeded, the supplier has the right to require the Client to pay a delay penalty of 0.1% of the overdue amount per day. 7.3. Delay and contractual penalties shall be paid within fourteen (14) days of receipt of a corresponding written claim. 8. Liability 8.1. The Parties shall be liable for breach of contract in accordance with the Contract and the legislation in force. 8.2. A violation of an obligation is excusable if the Party has violated this obligation due to force majeure. 8.3. If the impact of force majeure is temporary, non-performance is excusable only for the period, during which force majeure hindered the performance of the obligation. 8.4. If one Party causes damage to the other Party by non-performance or improper performance of the Contract, the Party at fault is obliged to compensate the damage to an extent not exceeding the price of this Contract. 8.5. The Party may require the breaching Party to pay a contractual penalty in addition to the compensation for damage. 8.6. A contractual penalty stipulated in Clause 7.1 hereof shall be applied to the period during which the supplier is making improvements to the Product or the works done within the meaning of Clause 4.6 hereof. 9. Confidentiality 9.1. The content of this Contract is not confidential, except for the information in the confidentiality of which the Party has expressed a legitimate interest. 9.2. The confidential information relating to this Contract can be disclosed to third persons only with a prior written consent of the other Party. 9.3. The supplier shall not, without prior written consent of the Client, make any advertisements or other disclosures of the information about the circumstances relating to the Contract either in print or in any other media. 10. Amendment of Contract 10.1. Neither Party has the right to amend the Contract without the consent of the other Party. 10.2. The other Party shall be notified in writing about any proposals to amend the Contract. 10.3. If a reason arises, which can be viewed as a legitimate ground for extension of the obligations under the Contract, the Party interested in such amendment shall immediately notify the other Party thereof and provide proof of the impact of the delay on the Contract and the object of the Contract. 10.4. When assessing the impact of the amendments to the Price and period of the Contract, it is also necessary to take into account the expenses and the time needed by the supplier to stop and resume the procurement-related activities. 10.5. Neither Party has the right to apply for an amendment to the Contract for reasons which have arisen due to the Party's own activities relating to the non-performance of the obligations under the Contract. 11. Entry into force, validity and entirety of Contract. 11.1. This Contract shall enter into force and all the rights and obligations arising therefrom shall become effective upon the signing of the Contract. The Contract shall be valid until it has been properly fulfilled. 11.2. As regards the warranties, the Contract shall be valid until the expiry of the warranty periods. 11.3. The Contract shall also be binding on the legal successors of the Parties. 11.4. Annexes prepared during the performance of the Contract shall come into force upon signing these, and shall remain effective for the period specified therein. 11.5. The fulfilment of some or most of the obligations under the Contract shall not terminate the validity of this Contact. 12. Termination of Contract 12.1. This Contract shall terminate: 12.1.1. upon its proper fulfilment; 12.1.2. upon its termination by agreement between the parties; 12.1.3. upon withdrawal of the Parties from the Contract on the grounds provided for by law or in the Contract. 12.2. Upon termination of this Contract on any grounds, those Contract provisions which due to their nature specify the rights and obligations of the Parties following the termination of the Contract shall apply. 13. Disputes and their resolution 13.1. Possible disagreements and disputes arising between the Parties shall be resolved by negotiation. 13.2. Where the Parties fail to reach an agreement, the disputes shall be resolved in a court of Client location. 14. Contract documents 14.1. The documents of the Contract shall include all the annexes to the Contract. 14.2. The tender signed by the supplier shall be attached to the Contract. 15. Copies and annexes 15.1. This Contract has been drawn up and entered into in two copies, one copy for each Party. 15.2. All annexes form an integral part of the Contract. Parties: Client Supplier Geological Survey of Estonia Oy Meridata Finland Ltd F.R.Kreutwzaldi 5, Veijolankatu 41 44314 Rakvere, Estonia 08150 LOHJA, FINLAND