SALES CONTRACT The contract has been concluded in Tallinn on 11 September 2025 . Tallinn University of Technology (hereinafter referred to as the BUYER ), located at Ehitajate tee 5, 19086 Tallinn, register code 74000323 , represented by Pirjo Spuul , acting based on a letter of authorization and Osaühing G. W.Berg (hereinafter referred to as the SUPPLIER ), located at Laki 25, Tallinn 12915 ESTONIA , register cod e 10064337 , represented by Aivar Tugedam acting based on a letter of authorization , both separately referred to as a Party or jointly as the Parties , concluded the present procurement contract (hereinafter the Contract ) in the following: Contract object The Contract object shall be Olympus microscope CX43 set with camera EP50 , Evident Europe GmbH, according to the offer no. 1 4088 (hereinafter the Goods ): buying and installation in accordance with the tender of the SUPPLIER Obligations of the Parties The SUPPLIER shall: Deliver the Goods as the object of the Contract in accordance with the requirements established in the Contract within 3 weeks after signing the contract . deliver to the BUYER the documents necessary for possession, use and direction of the Goods. The SUPPLIER confirms that third persons have no rights to Goods delivered according to the present Contract. The BUYER shall: fulfil all contractual obligations. pay a fee at the deadlines and in the procedure established in the Contract. The Supplier may transfer the rights and obligations arising from the Contract to third persons only at the written agreement of the BUYER. The Party shall compensate to the other Party damage incurred to the other Par ty through inappropriate fulfil ment of the Contract. The Parties shall notify each other of a ci rcumstance hindering the fulfil ment of the obligation and its impact on the fulfilment of the obligation immediately upon the appearance of hindering circumstances Representatives of the BUYER and SUPPLIER The representative of the BUYER for execution of this contract is Sadia Khalid , mob: +372 56769718, email:
[email protected] The representative of the SUPPLIER is Aivar Tugedam , mob: +372 53310407 , email:
[email protected] . Delivery and delivery-reception of Goods The deadline for the delivery of the Goods shall be 30 September 2025 at the latest. Delivery clause shall be DDP (Incoterms 2000) Tallinn, 19086, Ehitajate tee 5, Estonia . The Goods shall be delivered at the expense of the SUPPLIER. Upon the delivery of the Goods and the work performed a delivery report establishing compliance of the Goods to terms established in the Contract shall be prepared. The risk of incidental destruction of Goods shall be passed from the SUPPLIER to the BUYER at the delivery of the Goods and the work performed and signing of the corresponding receiving report. The Goods shall meet the terms, standards and qualification requirements established by the manufacturing factory and be supplied with all necessary documents, certificates and guidelines. If Goods does not meet the descriptions and terms established in articles 1 and 4.5 of the Contract or the work has not been performed correctly, the Buyer shall have a right to refuse from their reception. In such a case the SUPPLIER shall within the period of 5 business days perform all necessary procedures at its own expense, so that the Goods and the work performed would meet the terms established in the Contract. The receiver of the Goods shall file to the SUPPLIER complaints in relation to non-compliance of the amount of Goods to the bill of delivery within the period of 3 (three) business days from the reception of Goods if not agreed otherwise. Contract price and payment The price of the Goods procured within the framework of the Contract and the work performed shall be 6018,25 euros plus VAT, in accordance with applicable legislation. Contract price shall include all expenses of the SUPPLIER until the delivery of the Goods and the work performed to the BUYER. The Contract price is final and shall not be subject to change due to inflation, rise in the price of materials or any other reasons. The BUYER shall pay the price of the Goods established in article 5.1 of the Contract within the period of fifteen (15) days from delivery, installation and tests of the Goods, signing the receiving report and receiving an invoice of the SUPPLIER. The SUPPLIER shall incur a right to present an invoice after the delivery of Goods, work has been performed and the signing of the corresponding bilateral receiving report. Guarantee The SUPPLIER shall provide a guarantee of 2 years to the Goods and work performed. During the validity of guarantee the SUPPLIER shall replace or repair free of charge the Goods with shortcomings or in any other way not corresponding to the Contract other than shortcomings that are due to improper use of the Goods. The SUPPLIER shall replace or repair the Goods with shortcomings within the period of 1 (one) week from the presenting of a notice to the SUPPLIER. Guarantee time shall start from the receiving of the Goods by the BUYER and signing the receiving report. Fine and penal fine Upon the exceeding of the deadline for the delivery of Goods and work performed the BUYER may fine the SUPPLIER by 0.1% of the cost of the delayed Goods for each day delayed with the transfer of Contract object. Upon the exceeding of the payment deadline the BUYER shall pay a fine in the amount of 0.1% per day on the amount not paid by the due date. Fines and penal fines shall be paid within the period of fourteen days from the receiving of the corresponding invoice. Liability The Parties shall be liable for Contract violation in accordance with the Contract and the legal acts. Violation of obligations can be excused, if the Party violated the obligation due to force majeure. If the impact of force majeure is temporary, violation of obligation can be excused only during the period , when force majeure hindered the fulfillment of the obligation. If a Party inflicts damage to the other Party through violation of Contract or its inappropriate fulfillment , it shall compensate this, but not more than the price of the present Contract. The Party may in addition to compensation also demand penal fine from the Party violating the Contract. During the time when the SUPPLIER replaces or repairs the Goods or the work performed according to clause 4.6, the BUYER is entitled to fine the SUPPLIER according to clause 7.1 Confidentiality The content of the Contract shall not be confidential, except for the information of which a Party has declared legitimate interest in keeping it confidential. Disclosure of Contract related confidential information to third persons shall be allowed only with the prior written agreement of the other Party. The SUPPLIER shall not without prior written consent of the BUYER provide information on the circumstances related to the Contract in print or other channels of media for advertising or other purposes. Changing of the Contract The Party shall not have a right to change the Contract without the agreement of the other Party. The other Party shall be notified in writing of each proposal on changing of the Contract. Upon emerging of a cause, which can be viewed as a legitimate basis for the applying of time extension for contractual obligations, the Party interested in the change shall immediately notify the other party of this in writing, verifying the impact of delay on the Contract and Contract object. At the considering of the impact of changes on the Contract price and term also expenses and time necessary for the SUPPLIER for the terminating and re-starting of procurement related activities shall be considered. The Party has not the right to apply for Contract changing due to reasons caused by it s own activity at the non-fulfi lment of its contractual obligations. Entering into force, validity and integrity of the Contract The present Contract enters effect and all rights and obligations arising from this emerge from the signing of the Contract and the Contract shall be valid until its performing according to the requirements. In terms of guarantees the Contract shall be valid until the end of the Contract guarantee deadlines. The Contract shall be valid for the legal successors of the Parties. Annexes prepared while performing of the Contract shall enter into force from the day of their signing and shall be valid until the deadline established in these. Fulfi lment of some or most of the obligations of the Contract shall not end Contract validity Termination of contract The present Contract shall be terminated: upon its fulfi lment in accordance with requirements. upon termination of the Contract at the agreement of the Parties. upon withdrawal from the Contract on bases and established in the Contract or by the law. Upon termination of contract due to whichever reason Contract provisions, which due to their nature stipulate the rights and obligations of the Parties after the termination of the Contract, shall be applied also after the termination of the Contract. Disputes and solving of these Possible differences of opinion and disputes shall be solved through negotiations. Upon non-reach of an agreement, the dispute shall be solved in court. Contract documents 14.1 The Contract , together with all annexes belonging to the Contract documents. Application for participation in state procurement and price offer signed by the SUPPLIER have been added to the Contract. Copies and annexes The Contract has been concluded on three pages in two original copies, one copy for both Parties. All annexes constitute an inseparable part of the Contract Requisites of the Parties The procurement contract has been digitally signed . THE BUYER: THE SUPPLIER: Pirjo Spuul Aivar Tugedam Tallinn University of Technology: Osaühing G. W.Berg Ehitajate tee 5 Address: Laki 25 19086 Tallinn 12915 Tallinn Estonia Estonia