SECURITY REQUIREMENTS
The location of the public procurement object is in the restricted military area of the Defence Forces and
due to that, the contracting party is notified of the following conditions:
1. Purpose of giving notice of security conditions
The purpose of giving the contracting party notice is to explain to the contracting party the relations,
rights and obligations of the parties in adhering to security requirements in the restricted military area of
the Defence Forces.
2. Definitions
2.1. Giving notice, the following definitions shall apply:
2.1.1. Person to be checked – employee of the contractor or subcontractor who is subject to a
background check, having given his or her prior written consent when applying for the right
to enter to the restricted military area of the Defence Forces.
2.1.2. Background check – inspection of the circumstances provided for in § 413 of the Estonian
Defence Forces Organisation Act with the purpose of ensuring the security of the Defence
Forces and to decide on allowing the person to be checked to enter the restricted military
area of the Defence Forces.
2.1.3. Structural unit of the Defence Forces – in the meaning of § 12 and § 13 of the Estonian
Defence Forces Organisation Act.
2.1.4. Restricted military area of the Defence Forces – in the meaning of § 50 of the Estonian
Defence Forces Organisation Act.
2.1.5. Subject-matter of the public procurement – the area of work located in the restricted
military area of the Defence Forces intended for performing the contract.
2.1.6. Security requirements – the general security requirements specified in this document, incl.
the requirements related to conducting background checks and the requirements
established to ensure the security of the Defence Forces arising from other legal acts.
2.1.7. Access application – document, that the contractor’s responsible person is obligated to
submit in order to initiate a background check of the person to be checked and for that
person to obtain a right to access the site. Access application can be submitted using the
attached sample or by sending a free-form e-mail to the e-mail address:
[email protected]. Completed background check consent forms shall be attached
to the application.
2.1.8. Consent form – document form accompanying the access application that the person to
be checked is required to complete.
2.1.9. Right of access – the right to be present at the site in connection to performing the contract.
One of the prerequisites for obtaining the right of access is to pass a background check.
2.1.10. Person with the right of access – employee of the contractor or subcontractor who has
passed the background check and who has the right to enter and stay at the site
unaccompanied in connection with performing the contract. Person with the right of access
shall be admitted to the object under the conditions established by the specific structural
unit of the Defence Forces.
2.1.11. Person with a special right of access – person with the right of access who, only in
exceptional cases and with the prior approval of the responsible person of the Defence
Forces, has the right to enter and stay at the site with an escort of the contractor in
connection with performing the contract.
2.1.12. Responsible person of the Defence Forces – person appointed by the Defence Forces who
is responsible for compliance with the security requirements at a site in a specific restricted
military area of the Defence Forces.
2.1.13. Responsible person of the Estonian Centre for Defence Investments – contractual contact
person, through whom the performance of contractual obligations and the forwarding of
the notices, requirements and other documents prescribed in the contract is organized.
2.1.14. Responsible person of the contractor – person appointed by the contractor responsible for
compliance with security requirements.
2.1.15. Responsible person at the site – person appointed by the contractor responsible for
compliance with security requirements at the site located in the restricted military area of
the Defence Forces.
Person referred to in clauses 2.1.14 and 2.1.15 may be the same person.
3. Rights and obligations of the contractor
3.1. Contractor has the right to:
3.1.1. receive from the responsible person of the Defence Forces information necessary for
fulfilling security requirements;
3.1.2. receive information on obtaining a right of access from the responsible person of the
Defence Forces, dependent on the results of the background check.
3.2. Contractor is obligated to:
3.2.1. ensure the provision of the service agreed upon in the contract only by a person with a right
of access;
3.2.2. ensure the compliance of the person with a right of access, incl. a person with a special right
of access, with the conditions established in the restricted military area of the Defence
Forces and to ensure the compliance of the subcontractor as well;
3.2.3. not to make a plan whereby the service would be provided by a person:
3.2.3.1. to whom a right of access has not been granted;
3.2.3.2. who has not undergone a background check; or
3.2.3.3. who has a special right of access but the right of access has not been coordinated;
3.2.4. submit the following documents to the e-mail address
[email protected], that are
required to be presented in order to obtain a right of access and initiate the background
check as soon as possible, ad not later than seven (7) working days before the
commencement of the work agreed upon in the contract, of the physical person providing
a service at the site
3.2.4.1. access application (see example), and
3.2.4.2. completed and handwritten (scanned) or digitally signed consent of the person to
be checked;
3.2.5. forward the original documents of the consents indicated in the aforementioned clause to
the postal address: Defence Forces, Magasini 31A, 10138, Tallinn;
3.2.6. indicate in the free-form access application:
3.2.6.1. the forename and surname, personal identification code of the natural person
providing the service and the name of the contractor and / or subcontractor;
3.2.6.2. justification for obtaining the right of access, i.e. description of the service or work
to be performed at the specific site;
3.2.6.3. reference to the contract concluded and the term of the contract;
3.2.6.4. information on the vehicle (make/model and registration number) with which the
restricted military area of the Defence Forces would be accessed;
3.2.6.5. contact details of the contractor’s representative (e-mail address, phone
number);
3.2.6.6. signed consent of the person to be checked; attach it to the applicatio
3.2.7. add the following to the application for gaining right of access and initiating a background
check for an alien: copy of the picture page of the identity document, incl. a visa or other
document confirming the legal basis for staying in Estonia;
3.2.8. confirmation and certification of granting, possessing and extending the legal basis for the
employment of an alien in Estonia (Aliens Act § 19 and § 20);
3.2.9. submit a new access application together with the person’s consent, if, as a result of the
background check of the person being checked, a right of access has not been obtained;
3.2.10. maintain an up-to-date list of persons with a right of access, and to update, at the end of
each calendar year, the list of employees who will continue to provide the service during
the new calendar year, to this end an up-to-date list shall be sent to the e-mail address
[email protected];
3.2.11. notify without delay of a person with a right of access no longer needing access to the site,
by sending an e-mail to
[email protected];
3.2.12. notify without delay the responsible person of the Defence Forces of any security
requirement violations or suspicions of violations at the site.
4. Rights and obligations of the Defence Forces
4.1. The Defence Forces have the right to:
4.1.1. conduct a background check on the person to be checked, this is generally done within
seven (7) working days of receiving a proper access application and consent;
4.1.2. conduct a new background check if the conditions specified in clause 3.2.9 are met,
following the deadlines set forth in clause 4.1.1;
4.1.3. in other justified cases, extend the deadline for a background check by up to seven (7)
working days, giving notice of this to the responsible person of the Contractor in a form
that can be reproduced in writing;
4.1.4. establish security requirements, notifying the responsible person of the Contractor of these
without delay;
4.1.5. grant a right of access to the person being checked or restrict that person’s right of access
or grant the right of access to that person with a special condition on the basis of
circumstances revealed in the background check;
4.1.6. refuse to grant a right of access for security reasons, incl. to a person who has not been a
subject of a background check or to a person who cannot be subjected to a background
check, but also to refuse to coordinate the right of access of a person with a special right of
access;
4.1.7. restrict access to military restricted areas for stateless persons or persons with foreign
citizenship, adhering to right of access to state secrets, the need to know and other
requirements provided for in the State Secrets and Classified Foreign Information Act;
4.1.8. prohibit the person checked from entering the site if no consent was submitted or if it was
submitted incorrectly;
4.1.9. check the observance of security requirements established at the site with regard to a
person with a right of access and / or to a person with a special right of access;
4.1.10. prohibit the person referred to in clauses 2.1.10 and 2.1.11 from staying in the restricted
military area of the Defence Forces in the event of non-compliance with or violation of
security requirements.
4.2. The Defence Forces undertakes to:
4.2.1. notify, in a form reproducible in writing, the responsible person of the Contractor in writing
of a person checked being given a right of access, incl. the relevant restrictions at the site;
4.2.2. notify the responsible person of the Contractor of determining a violation of the security
requirements by a person with a right of access or a special right of access, which excludes
him or her from acquiring a further right of access to the site;
4.2.3. introduce the security requirements established at the site or amendments thereto to the
person with a right of access, incl. person with a special right of access.
4.3. The contacts of the responsible person of the Defence Forces (clause 2.1.12), the
responsible person of the Centre for Defence Investment (clause 2.1.13), the responsible
person of the contractor (2.1.14), the responsible person at the site (clause 2.1.15) shall be
determined upon concluding the contract.
5. Final provisions
5.1. A party shall notify the other party in writing of a change of responsible persons in a format
which can be reproduced in writing.
5.2. During the processing of personal data, the requirements of the applicable legislation are
adhered to.
5.3. The Defence Forces have the right to make extraordinary proposals to the Estonian Centre
for Defence Investments to terminate the contract regardless of the period for giving notice,
if the contractor violates the obligations specified in clauses 3.2.1. – 3.2.4, the confidentiality
requirement provided in the contract is not observed or the contractor’s or subcontractor’s
employees do not comply with the requirements established in the restricted military area
of the Defence Forces.
ESTONIAN DEFENCE FORCES
FOR INTERNAL USE ONLY
Restrictions on access apply
as of the date the form is completed
and as long as required but no longer than 75 years.
Legal grounds: Public Information Act clause 35 (1) 12)
APPLICATION FOR GAINING ACCESS TO THE RESTRICTED MILITARY AREA OF THE DEFENCE FORCES
ACCESS APPLICATION
[Registration number]
[………..……] date
With this application, I confirm that [company name] has concluded a contract with [name of the
institution] and has a need to gain access to the restricted military area of the Defence Forces in
connection with Contract No. [Contract No.]. The Contract shall remain in force from [start date of the
contract] to [end date of the contract].
[Name of the company] performs in the restricted military area of the Defence Forces [purpose of the
contract, nature of the works] and applies for a right of access to the following sites:
1. Name of the site: [name of the site]
Address: [address]
Responsible person at the site: [forename and surname], [phone number], [e-mail address]
Responsible person of the Defence Forces: [forename and surname]
2. etc.
With regard to need to access the aforementioned sites of the Defence Forces, the contractor [company
name] requests that a background check be initiated on the following person(s) as employees of the
contractor [company name] [and name of the subcontractor], based on the consent of the persons
(signed consent forms attached to the application) and vehicles noted in the access application.
Employees of the main contractor [company name]:
1. [forename and surname, personal identification code]
2. etc.
Employees of the subcontractor [company name]:
1. [forename and surname, personal identification code]
2. etc.
Vehicles:
1. Registration numberMake / model
2. etc.
The contractor is aware that, depending on the result of the background check, the Defence Forces has
the right to restrict the access of persons to the restricted military area of the Defence Forces and that
successfully passing the background check does not guarantee automatic access to the restricted military
area of the Defence Forces.
[Signature]
[forename and surname]
[Position]
ESTONIAN DEFENCE FORCES
FOR INTERNAL USE ONLY
Restrictions on access apply
as of the date the form is completed
and as long as required but no longer than 75 years.
Legal grounds: Public Information Act clause 35 (1) 12)
AUTHORISATION FOR CONDUCTING A PERSONAL BACKGROUND INVESTIGATION ON A NATURAL
PERSON FOR THE PURPOSES OF OBTAINING CLEARANCE
TO ACCESS RESTRICTED MILITARY AREAS OF THE ESTONIAN DEFENCE FORCES
IN ORDER TO PROVIDE SERVICES TO THE ESTONIAN DEFENCE FORCES
(First Name and Last Name)
Personal identification code:
I hereby authorise the Estonian Defence Forces to process my personal data in the manner provided for
in § 41⁵ of the Estonian Defence Forces Organisation Act (hereinafter: EDFOA) in order to obtain
clearance to access restricted military areas for the duration of the validity of the service provision
contract but no longer than five years as of receiving this authorisation.
By giving this Authorisation I acknowledge the following:
1. I have the right to refuse to give my authorisation (clause 416 (2) 1) of EDFOA);
2. I have the right to refuse to provide any information that may result in offence proceedings being
brought against me or people close to me or my domestic partner (clause 416 (2) 2) of EDFOA );
3. I have the right to request the termination of any data collection or queries concerning me (clause §
416 (2) 3) of EDFOA );
4. I have the right to provide explanations for the information collected about me (clause 416 (2) 4) of
EDFOA);
5. if I should refuse to authorise a background investigation or request to terminate data collection or
inquiries, it may constitute grounds for refusal to grant me clearance to access restricted military
areas of the Estonian Defence Forces (subsection 41³ (4) of EDFOA);
6. I have the right to protect my rights by having recourse to the courts, the Chancellor of Justice or the
Data Protection Inspectorate to challenge any decisions made on the basis of information collected
in accordance with section 41⁶ of EDFOA in order to ascertain whether the Estonian Defence Forces
have safeguarded my basic rights and liberties and followed good administrative practice (clause 416
(2) 5) of EDFOA);
7. the Estonian Defence Forces retain the right to restrict my rights with regard to the personal data
being processed (subsections 41¹⁰ (3) and (4) of EDFOA).
(day, month, year) [ signed digitally ]1
1
handwritten signature also allowed
FRAMEWORK AGREEMENT
……..2024 No 2-2/24/……….
Estonian Centre for Defence Investments (registry code 70009764, address Järve 34a, 11314 Tallinn),
Estonian Defence Forces (registry code 70008641, address Juhkentali 58, 15007 Tallinn), Estonian
Rescue Board (registry code 70000585, address Raua 2, 10124 Tallinn), represented by Magnus-
Valdemar Saar, Director General of Estonian Centre for Defence Investments, pursuant to the articles
of association and power of attorney (hereinafter the contracting entity),
and
Chelton Limited (registry code 000896823, address The Chelton Centre, Fourth Avenue, Marlow, SL7
1TF, United Kingdom), represented by Neil Tomlinson, Vice President of Sales and Marketing pursuant
to the articles of association (hereinafter the executor),
separately: party and jointly: parties,
have concluded the following framework agreement (hereinafter the agreement).
1. Basis and subject of the agreement
1.1. The agreement has been concluded based on the founding documents of the public
procurement „The life cycle management of intercom systems“ (reference number 279114)
and the tender submitted by the executor in this procurement.
1.2. Under the agreement, the items are procured through both mandatory and voluntary
central procurement, which means that the agreement concluded by the Estonian Centre
for Defence Investments as a central contracting entity can also be used by other contracting
entities who are using the central procurement service of the Estonian Centre for Defence
Investments in accordance with § 30 clause 2 of the Estonian Public Procurement Act.
1.3. The contracting entity has concluded the agreement with the executor based on the
executor’s tender, the executor’s statements and confirmations in the Agreement, and
assuming in good faith the executor’s professionalism and ability to fulfil the agreement
properly. If subcontractors are used, the executor remains responsible to the contracting
entity for the proper performance of the agreement.
1.4. The Executor declares and confirms that:
1.4.1. they and their representatives have all the rights and authorisations to enter into the
agreement;
1.4.2. they have read the agreement and the founding documents of the public procurement
and that they fully understand the content and repercussions of duties undertaken
and that they agree with the conditions therein;
1.4.3. the performance of this agreement does not harm the rights of third parties and there
are no circumstances which might exclude their rights to conclude this agreement and
perform it properly;
1.4.4. they have all the necessary and valid permits, registrations, representation rights and
certificates for the performance of the agreement and undertakes to extend/renew
these upon their expiry during the period of validity of the agreement. If the extension
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of the permits, registrations, rights of representation and certificates is not possible
due to circumstances beyond the executor’s control, the executor is obliged to inform
the contracting entity immediately;
1.4.5. in relation to the goods transferred to the contracting entity or the service provided,
third parties do not have any claims or other rights that third parties have the right to
enforce in relation to the goods and services;
1.4.6. they and their offered goods are not subject to international sanctions or originated
in an area subject to sanctions in accordance with the International Sanctions Act of
the Republic of Estonia.
1.5. The subject of the agreement is to ensure effective life cycle management of intercom
systems. On the basis of this agreement and in accordance with the conditions thereof, the
executor agrees to deliver to the contracting entity the life cycle management of intercom
systems (including hardware, software, related services and training). This agreement also
covers, but is not limited to related devices/equipment (e.g. loudspeakers, antennas, cables,
getaways, etc.). Where applicable, the Executor shall provide training and other related
products (systems mid-life upgrades and new systems) and/or services such as modifications
and updates, accessories, spare parts and maintenance services (including analyses and
repairs (hereinafter the goods and/or services).
1.6. Under the agreement and the conditions set out therein the executor undertakes to sell
goods and provide services to the contracting entity, and the contracting entity undertakes
to accept the goods and pay the executor the purchase price of the goods/services in money.
If the goods are purchased together with a service, the terms of the service contract as
stipulated in the Law of Obligations Act of the Republic of Estonia shall apply to the service
to the extent that they are not regulated, are inconsistent or incompatible with the nature
of the service.
1.7. The conditions of service provision, type of goods, name, specification, quantity, cost,
delivery locations, delivery times and contact person of the contracting entity shall be
stipulated in the procurement contracts, if possible. If all the necessary conditions are not
known at that moment, the necessary information will be sent by e-mail during the
execution of the procurement contract.
1.8. The goods and services must be in compliance primarily with the founding documents of the
public procurement and then to the tender submitted by the executor. The delivered goods
and services must be in compliance with the terms of the agreement, including quality, type,
description and quantity. All documents and packaging accompanying the goods and
services shall also be in compliance with the terms of the agreement.
1.9. The hierarchy of the documents is as follows: the technical description of the public
procurement with the specifications set out in the invitation to tender, the agreement with
the specifications set out in the procurement contract, and then the tender submitted by
the executor. The standard terms and conditions governing the executor’s sale of the goods
or provision of the service may be applied only in so far as they do not conflict with the terms
and conditions laid down in this agreement.
2. Parts of the agreement
The integral parts of the agreement are founding documents of the public procurement, the
executor’s public procurement tender and its annexes; explanations provided during the
public procurement procedure, letters of confirmations, tender proposals and tenders
submitted on the basis of the agreement, procurement contracts concluded on the basis of
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the agreement, notifications sent between the parties and all amendments to the agreement
and procurement contract to be concluded. If procurement contract has not been concluded,
orders, order letter, purchase orders or anything else with which a financial obligation is
made are also considered as procurement contracts.
3. Conclusion of procurement contracts
3.1. Procurement contracts are concluded under the agreement on the basis of the contracting
entity’s needs either for a one-time order (hereinafter: one-time purchase) or for a fixed
period (hereinafter: duration contract), during which order are made. The performance of
the duration contract is based on orders submitted by the contracting entity, specifying,
where applicable, e.g. the quantity of goods to be purchased, the time and place of
performance of the service, the contact person, etc. The agreement without procurement
contract does not obligate the contracting entity to order goods or services from the
executor.
3.2. The purchase of goods and the ordering of services shall take place in accordance with the
following procedure:
3.2.1. The contracting entity shall submit to the executor a proposal for the submission of a
tender.
3.2.2. The executor submits the tender together with the cost of goods/services no later
than 5 working days after receiving the tender proposal from the contracting entity.
If the executor is unable to meet this deadline, they shall notify the contracting entity
immediately.
3.2.3. The contracting entity agrees to the tender by submitting the purchase order or
signing the procurement contract or refuses the tender within 14 days at the latest.
The contracting entity is not obligated to conclude a procurement contract based on
the submitted tender. If the contracting entity does not respond to the tender within
14 days, it is considered as a rejection.
3.3. The procurement contracts shall be concluded at least in a form that can be reproduced in
writing. If the value of the procurement contract without VAT is 50 000,00 euros or more,
the parties conclude the procurement contract as a document signed by both parties.
3.4. The contracting entity has the right to order from the executor also other goods and services
that meet the requirements of the technical description (goods and services, with the
purpose of which is the same). Ordering of the named goods and services by submitting
proposals for the submission of tenders, in which the contracting entity provides the
executor with exact technical description and the conditions for pricing the goods and
services.
4. Rights and obligations of the contracting entity
4.1. The contracting entity shall have the right to continuously check the fulfilment of obligations
arising from the agreement and the documents related to the purchase of the goods or
ordering of services, and to request information about the fulfillment of the agreement at
any time.
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4.2. The contracting entity shall have the right to verify the accuracy and correspondence of the
invoices, calculations, and other costs presented by the executor. If necessary, the
contracting entity has the right to demand invoices from subcontractors.
4.3. The contracting entity has the right to consult with the executor on questions related to the
goods or services, for example, questions related to the delivery and use of the goods or the
provision of services.
4.4. The contracting entity has the right to demand the immediate elimination of defects in the
goods or services.
4.5. The contracting entity has the right to demand compensation for damages caused by the
fault of the executor.
4.6. The contracting entity reserves the right to order goods and services in addition to the
agreement if: no executor submits a tender; the tenders submitted by the executor do not
meet the requirements; no executor is able to perform the procurement contract or has
withdrawn from the agreement or procurement contract; the price of the tendered goods
or services is unreasonably high compared to the average market price and economically
unreasonable for the contracting entity.
4.7. The contracting entity undertakes to pay the executor in accordance with the agreement for
the goods delivered or the service provided under the conditions stipulated in the
agreement.
4.8. The contracting entity undertakes to respond within a reasonable time to all requests
submitted by the executor for clarification of instructions.
4.9. The contracting entity undertakes to inform the executor as soon as possible about problems
related to the performance of the procurement contract.
5. Rights and obligations of the executor
5.1. The executor undertakes, upon the contracting entity’s demand, to submit a centralized
statement for all goods purchased from the executor or the services ordered (including date
of conclusion of procurement contract or purchase order; name of the goods, quantity and
cost without VAT; total cost of procurement contracts / purchase orders without VAT etc.)
in MS Excel format or in another format agreed upon with the contracting entity within 10
days after receiving said request, unless otherwise agreed by the parties.
5.2. The executor undertakes to provide information (volume and purpose) about the
subcontractors at the request of the contracting entity. In the event that the executor has
provided relevant information before concluding the agreement, the executor must
coordinate with the contracting entity in advance the change of previously mentioned
persons.
5.3. The executor undertakes to immediately inform the contracting entity of the circumstances
preventing the performance of the agreement.
5.4. The executor undertakes to immediately inform the contracting entity about a cyberattack
and a cyber incident related to the contracting entity directed against the executor, and to
submit a cyber incident report to the contracting entity at the request of the contracting
entity.
5.5. The executor undertakes to comply with the terms of fair trade when performing the
agreement, to follow environmentally sustainable principles, and not to use slave and child
labour.
5.6. The executor undertakes to inform the contracting entity immediately if they are unable to
deliver the goods or provide the service by the agreed deadline.
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5.7. The executor undertakes to deliver the goods and/or provide the service on time and in a
duly agreed upon volume and frequency in accordance with the conditions stipulated in the
agreement and during the order submission, the requirements, norms and standards
applied in best practice.
5.8. The executor has the right to receive the agreed payment for the goods delivered or the
service provided under the conditions stipulated in the agreement.
5.9. The executor has the right to receive instructions, explanations or other information from
the contracting entity that affects the performance of the agreement.
5.10. The executor has the right to make suggestions regarding the better organisation of activities
related to the delivery of goods or the provision of services.
6. Packaging and marking of goods
6.1. The Executor is obligated to provide the goods with packaging, which ensures the unchanged
condition of the goods during transport and storage.
6.2. The packaging and marking of the goods must comply with the requirements according to
the (Annex __ Labelling of pallets and pallet group packages) and/or according to the
additional terms and conditions which will be specified and agreed in the procurement
contract.
7. Delivery and receipt of goods and services
7.1. To the delivery and receipt of the goods Incoterms® 2020 DAP delivery terms apply. Places
of the delivery and more detailed delivery conditions are specified in procurement contracts.
The executor has the right to use a third-party warehouse for the delivery of the goods,
where the conditions set by the third party may apply, which are presented in the tender
proposal.
7.2. In the event that the goods are subject to the export control obligation of the executor’s
country of residence, the executor shall provide the contracting entity with an up-to-date
form of the end-user certificate and secure the necessary export license.
7.3. The acceptance time for receiving delivery of the Goods is generally from Monday to
Thursday between 8:30 AM and 3:00 PM, excluding national and public holidays, as well as
the immediately preceding working days before these holidays and the last three working
days of each month, unless otherwise agreed in the procurement contract.
7.4. The Executor sends a delivery notice to the contracting entity about the delivery of the goods
at least 5 working days prior to the scheduled delivery time to the e-mail address specified
in the procurement contract (cc must be sent to
[email protected]), unless agreed otherwise
in procurement contract. The delivery notice must include:
7.4.1. the name of the goods;
7.4.2. procurement contract and/or purchase order number;
7.4.3. public procurement reference number;
7.4.4. quantity to be delivered, including the number of pallets, containers, etc.;
7.4.5. dimensions of the logistic unit;
7.4.6. method of packaging (film, net, Euro pallet, etc.);
7.4.7. type of transportation, which is used for delivery (van, truck, etc.), and quantity;
7.4.8. specific requirements or needs for unloading the shipment;
7.4.9. scheduled delivery date and time;
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7.4.10. delivery address of the destination.
7.5. The executor shall deliver the goods to the contracting entity and the contracting entity shall
accept the goods on agreed terms. If the executor informs about the delivery less than 5
working days before it takes place, or if all the specified documents are not included with
the delivery notice, the contracting entity has the right not to accept the goods. In this case,
all costs incurred shall be borne by the executor until the goods have been correctly
delivered.
7.6. The Executor submits the delivery note together with the delivery notice or at the latest at
the moment of handing over the goods or after providing the service, unless otherwise
agreed in the procurement contract. The delivery note must include:
7.6.1. executor details;
7.6.2. contracting entity details;
7.6.3. the name of the recipient of goods and/or services;
7.6.4. procurement contract and/or purchase order number;
7.6.5. public procurement reference number;
7.6.6. name, product code and quantity of goods or type and time of provision of service.
7.7. In addition to the delivery note, the executor is obligated to hand over to the contracting
entity all documents that are necessary for receiving, possessing, using and disposing of the
goods.
7.8. The contracting entity has the right to inspect the quality of goods or services in accordance
with the terms of the agreement and procurement contract within two weeks. In such an
event, the contracting entity shall issue a quality control act, if necessary, which shall be sent
to the executor.
7.9. The contracting entity shall issue a handover-acceptance act about the purchase of goods or
provision of services, which shall be signed by both parties and forwarded to the executor
alongside the quality control act, if necessary, unless agreed otherwise. A handover-
acceptance act signed by both Parties is also deemed as a delivery note.
7.10. In the absence of a delivery note, the contracting entity has the right to take possession of
the corresponding goods however, handover-acceptance is deemed to have taken place
upon the receipt of a correct delivery note. The contracting entity has the right to refuse the
signing of a handover-acceptance act, if the goods have visually visible defects.
7.11. In the event that a party encounters unforeseen circumstances during the export and/or
import of goods (e.g. delay due to inactivity of authorities, lack of necessary documentation,
etc.), the party shall be obliged to inform the other party of such circumstances at the
earliest opportunity.
7.12. The executor shall bear the costs arising from the delivery of the goods and the transport
until the delivery of the goods. The costs and expenses related to the goods will also be
borne by the executor until the goods are handed over, except for costs caused by
circumstances arising from the contracting entity.
7.13. In the event that during the performance of the agreement it turns out that it is not possible
to receive the goods, the contracting entity has the right to exchange the goods for
equivalent or better goods with the consent of the contracting entity. The executor proves
the equivalence of the goods. The price referred to in clause 8.2 or 8.3 of the agreement
shall apply to equivalent goods and services.
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7.14. The executor forms a delivery-acceptance act regarding the provision of the service, which
is signed by both parties. The contracting entity has the right to refuse to sign the handover-
acceptance act if the provided service does not meet the conditions stipulated in the
agreement. In the event of refusal to accept the service, the parties contact persons of the
procurement contract shall draw up a relevant act in written form, and the executor is
obliged to eliminate the deficiencies stated in the act by the deadline agreed by the
contracting entity's and executor's contact persons, which may not be longer than 14
calendar days, unless the parties have agreed otherwise.
8. Agreement value and payment terms
8.1. The estimated maximum total value of the agreement in the public procurement is
20 000 000,00 Euros, plus value-added tax (VAT) in the cases provided for by law.
8.2. The agreement shall fix the maximum goods and service costs where possible for a minimum
period of 2 years and the price offered for each specific order may not exceed the prices set
out in Annex __ to the agreement or as amended pursuant to clause 8.3.
8.3. The executor has the right to request an adjustment of the goods and/or service costs fixed
in the agreement after every 2 years, based on the change in the producer price index of
industrial production published by the Statistics Estonia during the preceding period (from
the month of the agreement conclusion to the month of the price adjustment request or
from the month of the last price adjustment to the month of the price adjustment request),
but not more than 3% or due to exceptional circumstances beyond the control of the parties.
These may include, for example, changes in legislation, policy decisions or significant
changes in the market price of a good or service (shortages of raw materials affecting the
whole market, supply difficulties, price increase affecting the price of goods, etc.). The
contracting entity has also right to submit a unilateral statement of intent to reduce the
prices every year if the change in the producer index of production published by Statistics
Estonia is negative or in the other cases referred to in this clause.
8.3.1. In the event that a need for a price change arises, a substantiated request shall be
submitted. The contracting entity has the right to evaluate the justification for the
change, including obtaining comparative bids from the market and requesting
evidence from the executor regarding the reasons for the price increase. The
contracting entity shall not accept a price increase if it appears that it is not justified
and/or the contracting entity does not have the budgetary means. If the price change
is deemed justified, an amendment to the agreement shall be drawn up on the new
unit prices. If no request is submitted, the maximum unit prices stated in the public
procurement tender or last revised unit prices shall remain fixed in the agreement.
8.4. For one-time purchases, the actual prices are formed within the purchase orders. When
concluding a duration contract, the offered prices are fixed for the period of the duration
contract. The aforementioned prices must not exceed the maximum prices specified in
clause 8.2 or the adjusted maximum prices set out in clause 8.3 (if prices are fixed). In the
event that the unit prices fixed in the contract are adjusted pursuant to clause 8.3, the prices
already fixed in the duration contracts shall not be affected.
8.5. The unit prices of the service include all costs necessary to fulfill the agreement, including
the activities listed in the technical description. The service will be paid for according to the
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ordered and actually provided service, based on the handover-acceptance act signed by both
parties.
8.6. One e-invoice shall be submitted for the service provided, unless otherwise agreed.
8.7. The executor shall issue the invoice as an e-invoice (in XML-format). In the event that the
executor registered outside of the Republic of Estonia has no technical capabilities to issue
e-invoices, they shall issue invoices in PDF format to the e-mail address specified in the
agreement, unless agreed otherwise in the procurement contract.
8.8. The executor issues an invoice containing the following information:
8.8.1. The contracting entity’s details (payer of the invoice):
Estonian Centre for Defence Investments (registry code 70009764, address Järve
34a, 11314 Tallinn);
Estonian Defence Forces (registry code 70008641, address Juhkentali 58, 15007
Tallinn);
Estonian Rescue Board (registry code 70000585, address Raua 2, 10124 Tallinn).
8.8.2. Other information to be included on the invoice:
name of the contact person (to be specified in the procurement contract);
agreement number;
procurement contract (purchase order) number;
public procurement reference number;
quantity and name of goods/type of service and time of provision;
15-digit reference number of the contract part in the public procurement register (if
available), which can be found in the data of the agreement concluded with the
executor in the public procurement register.
8.9. The contracting entity shall pay for the goods and/or services received in accordance with
the terms of the agreement to the billing account presented on the invoice within 28 days
after receiving the invoice in accordance with the terms of the agreement. The invoice
submission is based on the quality control act and/or delivery note and/or the handover-
acceptance act signed by both parties.
8.10. The contracting entity shall not accept an invoice which does not comply with the terms of
the agreement. In such case, the executor shall submit a new invoice within seven days. The
payment is considered to be finalised when the bank of the contracting entity accepts the
payment order.
8.11. Before paying an invoice with a value of 10 000,00 EUR or more including VAT, the
contracting entity checks the absence of the executor's tax debt via the Tax and Customs
Board's website. If a tax debt of at least 10 000,00 EUR exists, the contracting entity shall
inform the Tax and Customs Board of the amount payable.
9. Force majeure
9.1. The Breach of contractual obligations is excusable if the party has breached the obligation
due to force majeure. The parties consider force majeure to be a circumstance that the
breaching party could not influence and, based on the principle of reasonableness, could not
be expected to take this circumstance into account or to avoid it at the time of concluding
the agreement, or to overcome the impeding circumstance or its consequence, e.g. natural
disasters, general power outages, military operations, blockade. The parties do not consider
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the inability of the executor's third-party contractor to perform the agreement as force
majeure.
9.2. If any circumstances corresponding to the force majeure led to a failure to perform the
agreement within the period specified in the agreement or any annexes thereto, and their
effect is temporary, the behaviour of the party who breached the contractual obligation is
only excused for the period during which the force majeure impeded the performance of
the obligation.
9.3. In the event of force majeure, the time limit for the performance of a contractual obligation
shall be postponed in accordance with the duration of the force majeure event, but for no
more than 90 days, unless otherwise agreed by the parties. In case of force majeure, the
procurement contract will be amended, if necessary, regarding the delivery time.
9.4. A party that is not able to perform their obligations due to force majeure shall immediately
notify the other party of the occurrence and ending of such a situation. Failure to notify or
untimely notification deprives the party of the right to rely on the excused non-performance,
i.e., the occurrence of force majeure, and the party that has breached the notification
obligation is liable for the breach of a contractual obligation pursuant to as provided in the
agreement.
9.5. In the event that the effect of the force majeure is permanent and does not enable the
parties to perform their contractual obligations in full or partially, the parties have the right
to terminate or withdraw from the agreement, by submitting a corresponding of termination
or withdrawal from the agreement to the other party.
9.6. The parties shall not consider the impact of import restrictions related to the Russian
Federation and the Republic of Belarus on the fulfilment of the service provision obligation
as force majeure if these circumstances existed at the time of the conclusion of the
agreement.
10. Warranty obligation
10.1. If the goods and/or services are covered by a warranty, the executor provides a minimum
12-month warranty for all goods and/or services. If necessary, the warranty period and other
warranty conditions are specified in each procurement contract.
10.2. The warranty shall commence from the day of transfer of the goods with no deficiencies to
the contracting entity or from the signing of the handover-acceptance act by both parties of
flawless service provision.
10.3. If the manufacturer’s warranty is in any way more favourable to the contracting entity (e.g.,
in terms of time) than the contractual warranty obligation, the executor undertakes to
arrange for the realisation of the contracting entity’s warranty claim upon the occurrence of
such an event on terms that are more favourable to the contracting entity, arising from the
terms and conditions of the manufacturer’s warranty.
10.4. Warranty covers all deficiencies that become evident during the warranty period, taking into
account normal wear and tear and manufacturer’s instructions.
10.5. The Contracting Entity is obligated to inform the executor of any deficiencies in goods or
provided services to the executor’s e-mail address, unless otherwise agreed in the
procurement contract.
10.6. The executor undertakes to remove the defects free of charge no later than 90 days as of
the receipt of the contracting entity’s respective reasoned warranty claim. A longer period
may be established, subject to the written consent of the contracting entity. In the event of
a systemic error (more than 20% of the delivered goods or provided services are defective),
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the contracting entity has the right to demand the replacement of all delivered goods or
provided services.
10.7. The Executor shall bear all expenses for replacing the defective goods or insufficiently
provided services (including transportation).
10.8. After elimination of defects during the warranty period, a new warranty of the same
duration as the original warranty is given to the goods or services.
11. Confidentiality and security conditions
11.1. Under confidential information, the parties consider information that becomes available
during the performance of the agreement, personal data, security data and documents that
are clearly marked for internal use only, and other information, whose disclosure might
harm the interests of the contracting entity. Confidential information does not include
information for which the obligation of disclosure arises from legislation, provided that such
a disclosure is conducted in the most restricted manner possible from all possible options.
11.2. According to the confidentiality requirement, parties undertakes not to disclose the other
party’s confidential information during the validity of the agreement or thereafter without
the other party’s written consent. Both parties shall protect the confidentiality of the
information that was made known to them during the performance of the agreement.
11.3. The executor is obligated not to use any documents or information that pertains to the
agreement without the contracting entity’s written consent, except in cases which are
necessary to perform the procurement contract. All documents except the agreement and
its annexes are property of the contracting entity and if the contracting entity’s demands,
the executor is obligated to return them after the expiry of the agreement.
11.4. Disclosure of information that is for internal use only to any third parties is prohibited.
11.5. In the event that the executor must enter premises under the area of administration of the
Estonian Ministry of Defence in order to perform the contract, the executor must follow
applicable security conditions (Annex ____). In the event that the executor employs
subcontractors at the aforementioned premises, they must previously be coordinated with
the contracting entity in writing and all security conditions stipulated in the agreement apply
to them as well. Responsibility for the performance of security conditions by the
subcontractors rests on the executor.
11.6. Communication to the public relating to the subject-matter of the agreement or the
performance thereof, including press releases, referring to the contracting entity in an
advertisement or online publication, is allowed only with the explicit written consent of the
contracting entity in a form that allows reproduction.
11.7. The confidentiality requirement is indefinite.
12. Intellectual property rights
12.1. In case the goods and/or service or their parts (including relevant documentation and
service-related documentation) are protected by intellectual property rights, the executor
shall grant the contracting entity a worldwide irrevocable non-exclusive licence within the
meaning of the Copyright Law, valid until the expiry of the copyrights. The licence shall be
deemed to have been transferred at the moment of transfer of the goods and/or services or
their parts (including the relevant documentation), for which no separate fee is paid (the
copyright fee is included in the agreement price.
12.2. In case the goods or its part (including corresponding documentation) is protected by
another intellectual property right, the executor grants the contracting entity the necessary
right to use the goods in every way.
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12.3. In the cases specified in this clause, the agreement is also considered an author’s contract.
The terms of transfer and use of intellectual property rights may be agreed differently in the
procurement contract.
13. Liability
13.1. The Parties bear responsibility towards each other for non-performance or improper
performance of contractual obligations in accordance with the terms of the agreement and
applicable legislation.
13.2. Ownership of the goods and the risk of accidental loss and damage are usually transferred
from the executor to the contracting entity upon the proper handover, unless the parties
have agreed otherwise.
13.3. The executor is liable for non-conformity (defects) of the goods with the terms of the
agreement if the non-conformity exists at the time of the transfer of the risk of accidental
destruction and deterioration to the contracting entity and if the non-conformity of the
goods with the terms of the agreement is discovered (i.e., that the defects could not have
been discovered during their normal inspection, so-called latent defects) after the transfer
of this risk to the contracting entity.
13.4. The executor is liable for non-conformity with the terms of the service contract (defects), if
the non-conformity with the terms of the service contract is discovered (i.e., the defects
could not have been discovered during their normal inspection, so-called latent defects)
after the service provided.
13.5. In the event that the executor fulfills the agreement improperly, the contracting entity has
the right to refuse to accept the goods or the provided service and the obligation to pay the
purchase price, and to submit a demand to the executor to perform the obligation in
accordance with the agreement after discovering the breach of obligation, by giving the
executor a reasonable time limit to perform the agreement. The executor shall be deemed
to have delayed the delivery of the goods or the provision of the service until the proper
delivery of the goods or provision of the service to the contracting entity.
13.6. The goods do not correspond to the terms of the agreement, inter alia, when the goods do
not possess the agreed upon attributes, the goods are not in the agreed quantity, the goods
cannot be used for their agreed purpose, a third party has claims or other claimable rights
towards the goods, the goods are not packaged in accordance with the terms of the
agreement or there is no delivery note.
13.7. The service do not correspond to the terms of the agreement, inter alia, if the service has
not been provided in accordance with the expected quality, the service does not have the
agreed characteristics, the service has not been provided for the agreed time term, in the
agreed volume, with the prescribed frequency, the executor does not provide proper
documentation on the provision of the service, fails to provide the contracting entity with
information about the performance of the agreement, etc.
13.8. The contracting entity is obliged to inform the executor at least by e-mail about the non-
compliance with the terms of the goods or service to the agreement within 30 days from the
moment when the contracting entity or the contracting entity's authorized person became
aware of the non-compliance with the terms of the goods or service to the agreement. In
the notification, the contracting entity undertakes to demand the fulfillment of the
obligation from the executor, also giving the executor a reasonable deadline for the duly
performance of the obligation, which generally cannot be longer than 60 days.
13.9. In the event that the contracting entity does not notify the executor of a defect in the goods
or service within the term specified in the agreement after becoming aware of the defect,
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the executor is released from responsibility for the defects of the goods or service, except in
cases where the failure to notify the defects was reasonably excusable.
13.10. In the event that the goods or the provided service do not meet the terms of the agreement,
the contracting entity has the right to demand from the executor the replacement of non-
conforming goods with goods that meet the terms of the agreement or the secondary
provision of a non-compliant service by a service which complies with the terms of the
agreement.
13.11. If the goods or services do not meet the agreement conditions and the contracting entity
agrees to accept the goods or services with defects, the contracting entity has the right to
reduce the price of the goods or services by the part corresponding to the defects, by
submitting an application to the executor.
13.12. In case of non-delivery on time of the goods or non-performance of the service on time, the
contracting entity has the right to demand from the executor a contractual penalty of up to
0.25% of the cost of the goods or services not delivered on time per day for every calendar
day of delay in delivery or service, but not more than 50% of the cost of the procurement
contract, unless otherwise stipulated in the procurement contract.
13.13. In the event of a quantity shortage of the goods, the contracting entity has the right to accept
the corresponding goods and demand from the executor to deliver the missing goods
quantity to the destination specified by the contracting entity within the Republic of Estonia
at the executor's expense.
13.14. In addition to terminating the agreement or withdrawing from the agreement, the parties
have the right to demand liquidated damages, compensation for damage and use other legal
remedies for a significant breach of the agreement.
13.15. In the event that the executor breaches a contractual obligation other than timely delivery
or service provision, the contracting entity has the right to demand from the executor a
contractual penalty of up to 10% of the total cost of the goods or services that are the subject
of the procurement contract.
13.16. If a party is in breach of a confidentiality obligation, a party has the right to claim a
contractual penalty of up to 10 000,00 Euros per each corresponding breach.
13.17. In the event that the contracting Entity delays payment of the invoice, the executor has the
right to claim from the contracting entity default interest stipulated in the Estonian Law of
Obligations § 113 clause 1 for the unpaid sum up to 0.25% per day for each day overdue,
provided that the contracting entity has been informed of the default interest within 30 days
of its occurrence. The total sum of the default interest shall not exceed 10% of the sum
overdue.
13.18. The contractual penalty is to secure the agreed performance of the obligation, not to replace
the performance of the obligation. The imposition of a penalty does not deprive the
contracting entity of the right to demand compensation from the executor for damages
caused by breach of contract.
13.19. The period for claiming contractual penalties is 180 days from the discovery of the
corresponding breach.
13.20. Contractual penalties and default interests are paid within 28 days from the reception of the
corresponding claim, unless the parties have agreed otherwise. The contracting entity has
the right to deduct the sums of contractual penalty claims and the sums of compensations
from the amounts payable to the executor.
13.21. The parties have the right, by mutual agreement, to replace the contractual penalties (also
partially) with an object of the agreement or goods and/or services related to the object of
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the agreement. The implementation of this clause does not involve the imposition of a
contractual penalty, but a separate legal remedy arising from the agreement.
14. Grounds for termination of agreement
14.1. Upon termination of or withdrawal from the agreement, the contracting entity shall grant
the executor a reasonable time limit for performing the agreement, which generally cannot
be longer than 30 days. The deadline provided for the performance of the agreement does
not exempt the party from the liability for breach of obligations.
14.2. The contracting entity is not obligated to grant the executor a time limit for performing the
agreement upon the termination of/withdrawal from the agreement in the event of a
significant breach of agreement. In this case, the contracting entity shall submit to the
executor an application for termination of/withdrawal from the agreement within a
reasonable time from becoming aware of a significant breach of agreement. The termination
of/withdrawal from the agreement is deemed to have taken place when the application for
termination of/withdrawal from the agreement has been received by the executor.
14.3. Upon expiry of the additional deadline given for the performance of the agreement, the
contracting entity can submit to the executor a written application for the termination
of/withdrawal from the agreement. The termination of/withdrawal from the agreement is
deemed to have taken place from the moment the termination or withdrawal application is
received by the executor. An application for the termination of/withdrawal from the
agreement is not necessary, if upon previously granting an additional deadline, the
contracting entity has informed the executor in writing about the termination of/withdrawal
from the agreement in the event of an unperformed contractual obligation during the given
deadline. In this case the agreement shall be terminated upon the passing of the deadline
provided by the contracting entity for the performance of the agreement and on the term
that the executor has not offered proper performance of the agreement to the contracting
entity.
14.4. Both Parties have the right to terminate or withdraw from the agreement if the other party
has significantly breached the contractual obligations arising from the agreement (significant
breach of contractual obligations). Significant breaches of agreement include inter alia:
14.4.1. contractual obligations are violated intentionally or due to gross negligence;
14.4.2. the executor has not performed their obligations during the additional deadline given
by the contracting entity;
14.4.3. the executor notifies the contracting entity of the refusal to perform;
14.4.4. the executor has not started performing the agreement within the time that would
allow the agreement to be executed on time;
14.4.5. false information or forged data is provided;
14.4.6. the obligation of confidentiality is breached;
14.4.7. the breach of obligation gives one party reasonable cause to presume that the other
party will not fulfill the obligations in the future;
14.4.8. during the validity of the agreement, the executor commits breach of the law in
relation to the sale of goods or the provision of services that are subject of the
agreement;
14.4.9. the executor’s permits necessary for the performance of the contract expire and the
executor does not extend them or the extension of permits is not possible;
14.4.10. the executor has breached the terms of the agreement more than three times, which
are not mentioned in clauses 14.4.1-14.4.9.
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14.5. The contracting entity has the right to terminate the agreement under extraordinary
circumstances, if a bankruptcy order has been issued or liquidation process has been
initiated against the executor.
14.6. The contracting entity has the right to terminate or withdraw from the agreement at any
time by informing the executor at least 30 calendar days in advance.
14.7. Parties have the right to terminate the agreement at any time on mutual agreement.
14.8. In the event of terminating the agreement, the parties are not obligated to perform the
agreement. In the event of a termination of or withdrawal from the agreement, the parties
are obligated to return to each other everything that has been already delivered for the time
following the termination of the agreement, in accordance with the Estonian Law of
Obligations Act.
15. Contact persons
15.1. The contracting entity’s contact person is the corresponding category manager, who at the
time of the conclusion of this agreement is C4I, Cybers and Radars Category Manager
___________________ (phone number ________________, e-mail __________________).
15.2. The contracting entity’s purchasing project manager or the contracting entity’s authorized
contact persons shall issue purchase orders. Authorization is granted and revoked via e-mail
or is specified in the procurement contract.
15.3. The executor’s contact person is __________ (phone number ___________, e-mail
_____________).
15.4. The contact persons for acceptance of the goods or services shall be agreed in the
procurement contract.
15.5. All notices which do not have legal consequences shall be issued via e-mail and must be
addressed to the contact persons of the agreement, unless agreed otherwise in the
procurement contract.
15.6. A party shall notify the other party of any change in the contact person or other details by
e-mail without delay. This notification shall not be deemed to constitute as an amendment
to the agreement.
16. Final provisions
16.1. The agreement shall enter into force when the contracting entity has signed it.
16.2. The agreement is valid for 84 months from the date of entry into force or until the maximum
value of the agreements specified in clause 8.1 has been met, whichever comes first. When
calculating the total cost of agreements, all procurement contracts and/or submitted
purchase orders based on agreements are taken into account.
16.3. The language of execution of the agreement is Estonian or English, unless the parties have
agreed otherwise. In case of contradictions between Estonian and English documents, the
Estonian version prevails.
16.4. The legislation of the Republic of Estonia shall be used in the performance of the agreement
and in the event of disputes arising from the agreement, unless the parties have agreed
otherwise.
16.5. The parties have agreed to use all measures to resolve their differences through
negotiations. If no agreement is reached, the dispute will be resolved in accordance with the
law of the Republic of Estonia in the Harju County Court, unless the parties have agreed
otherwise.
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16.6. The invalidity of a single provision of the agreement does not lead to the invalidity of the
entire agreement or other provisions of the agreement.
16.7. Neither party has the right to transfer their contractual rights and obligations to third parties
without a written consent of the other party.
16.8. Amendments to the agreement may be under the conditions laid down in the Estonian Public
Procurement Act.
16.9. Amendments to the agreement are valid if they have been formalized in writing. Not
following the written format requirement deems any amendments to the agreement void.
Any amendments to the agreement shall enter into force upon signature by both parties or
within a period stipulated by the parties.
16.10. The transmission of notices with legal significance between the parties must be done in
writing or digitally signed by e-mail. The notice shall be deemed to have been received even
if it has been delivered by the postal authority to the location specified in the return notice
agreement and 5 days have passed since the notice was posted. If the notification is sent by
e-mail, it shall be deemed to have been received on the following working day.
16.11. The agreement is drawn up in two copies with equal legal force and signed by hand.
16.12. The parties have the right to send the signed agreement to the other party for signature by
e-mail in scanned PDF-format, which the other party signs and sends back in scanned PDF-
format by e-mail. The parties are obliged to also deliver the original documents within 15
days after signing, but the agreement will enter into force from the date of the contracting
entity's signature, delivered by e-mail.
17. Annexes
To be specified at the time of the conclusion of the agreement.
Contracting Entity Executor
___________________ ___________________
(signature and date) (signature and date)
Magnus-Valdemar Saar Neil Tomlinson
Director General Vice President of Marketing and Sales
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PROCUREMENT CONTRACT
..…...2024 No 2-2/24/…………...
Estonian Centre for Defence Investments, registry code 70009764, address Järve 34a, 11314 Tallinn,
Estonian Defence Forces, registry code 70008641, address Juhkentali 58, 15007 Tallinn and Estonian
Rescue Board, registry code 70000585, address Raua 2, 10124 Tallinn represented by Director General
Magnus-Valdemar Saar (hereinafter the contracting entity) on the one side
and
Chelton Limited, registry code 000896823, The Chelton Centre, Fourth Avenue, Marlow, SL7 1TF, Great
Britain, represented by Neil Tomlinson, Vice President of Sales and Marketing pursuant to the articles
of association (hereinafter the executor), Contracting Entity and Executor may also be referred to
individually as party or together as parties,
concluded a procurement contract (hereinafter the contract) based on the negotiated procurement
procedure without prior publication „The life cycle management of intercom systems” (reference
number 279114) and framework agreement No 2-2/24/… with respect to the following:
1. SUBJECT AND PRICE OF THE CONTRACT
1.1. The executor agrees to deliver to the contracting entity and grant ownership to the
contracting entity, upon full payment, the goods stated in Annex 1 Cost Form.
1.2. The total price of the contract is ___________,__ Euros without VAT.
1.3. The contract enters into force upon signing by the contracting entity and is valid until the
contractual obligations are fulfilled.
1.4. The contract is prepared in English and is signed in two original copies, both having equal
legal force. Each party shall keep one copy.
2. DELIVERY AND PAYMENT
2.1. The goods shall be delivered within ________ weeks once the contract has entered into
force.
2.2. The delivery address is _________________________, Estonia.
2.3. Person of contact for the delivery is ______________, email __________________, phone
number ____________________.
2.4. Delivery instructions according to the Framework Agreement section 7.
2.5. Contact person for contractual matters is ________________, email __________________,
phone number ____________________.
2.6. The invoice shall be submitted in PDF-format to
[email protected] and the invoice shall
include information according to the Framework Agreement section 8.
3. ANNEXES
3.1. Annex 1. Cost Form (for official use only, legal basis: Public Information Act § 35 clause 1
subsection __);
3.2. Annex 2. Security Requirements with Annexes;
3.3. Annex 3. Labelling of pallets and pallet group packages.
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4. CONTACT INFORMATION OF THE PARTIES
Contracting Entity: Executor:
Estonian Centre for Defence Investments Chelton Limited
Registry code 70009764 Registry code 000896823
Järve 34a Fourth Avenue
11314 Tallinn Marlow SL7 1TF
Estonia Great Britain
Estonian Defence Forces
Registry code 70008641
Juhkentali 58
15007 Tallinn
Estonia
Estonian Rescue Board
Registry code 70000585
Raua 2
10124 Tallinn
Estonia
____________________ ___________________
(signature and date) (signature and date)
Magnus-Valdemar Saar Neil Tomlinson
Director General Vice President of Marketing and Sales
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DEFINITIONS
• Pallet – refers to the pallet into which group packages are loaded (e.g. EUR pallet,
CHEP pallet, ½ pallet, etc.).
• Group packaging – second level packaging that is loaded onto a pallet. It can be, for
example, a box, barrel, canister, etc.
• Homogeneous pallet – pre-packaged pallet (or transport packaging) where only one
type of goods is loaded.
• Heterogeneous pallet – pre-packaged pallet (or transport packaging) into which
different types of goods are loaded.
1. PACKAGING OF PALLETS
1.1. General requirements set for foundations
• Accepted pallet types are EUR pallets or standard pallets in the size of EUR pallets
(including heat-treated IPPC pallets from the same pallet types), unless otherwise
agreed with the purchasing manager;
• Pallets must be in good condition;
• The maximum height of the stand is 120 cm, unless otherwise agreed with the
purchasing manager;
• In general, the pallets must be strong enough to allow the pallets to be stored on top of
each other;
• Goods must not extend over the edges;
• Goods must be packed well enough so that they do not fall apart during transport or
storage and are protected from external influences;
• If it is necessary to use tabs on the pallet, they may only be made of cardboard;
• Only transparent film may be used to film the pallet, unless otherwise agreed with the
purchasing manager;
• Pallets should be packaged as optimally as possible to maintain maximum cost
efficiency.
1.2. Requirements for a pallet with different products (pallets with mixed goods)
• It is preferred that only one type of goods is placed on one pallet;
• If the requirement described above is unavoidable, only one type of product must be
placed on one layer, unless otherwise agreed with the purchasing manager according
to the technical description.
1.3. Requirements for group packages and barrels used on the pallet
• Packages that are easy to open and resealable are preferred;
• Group packaging / barrels must be in good condition and clean and enable the product
to be transported efficiently and protect the goods sufficiently from external influences;
• The packaging containing chemicals must meet the legal requirements for storing
chemicals.
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2. PLACEMENT OF LABELS ON PACKAGING
Labels designed to identify the product, pictograms of storage conditions, CLP markings and
other markings required by law must be visible on the packaging, in a place prescribed by law,
and must be strong enough so that they do not fall off easily, in other words, the marking must
be weatherproof. There, special requirements apply to the placement of pallet labels.
2.1. Placement of labels on homogeneous pallets
Labels intended to identify the product must be placed on the pallet to the GS1 standard, taking
into account the following:
• At least 2 labels must be installed on each pallet;
• Labels must be located on two adjacent sides of the logistic unit (one on the larger and
the other on the smaller side);
• The label must be located at least 50 mm from the edges;
• The minimum height of the label is such that the lowest bar code is located at a height
of 400 mm from the ground and the highest bar code is located at a height of 800 mm
from the ground.
The desired location of the label on the pallet is shown in the following image:
2.2. Placement of labels on heterogeneous (mixed) pallets
Label placement requirements for heterogeneous substrates are generally similar to
homogeneous substrates, but:
• For each product that is placed on a heterogeneous pallet, 2 main labels must be
mounted on the pallet as described in chapter 2.1 (see chapter 4.4).
• In addition to the main labels, the pallet must also have one additional label for each
unit of goods that is placed on the pallet. Additional labels must be smaller in size than
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the main label so that they are clearly distinguishable from the main label. Basic labels
must be visible. (see labels chapter 6).
3. PARAMETERS OF BARCODES
3.1. Symbol-free area
All barcode types must have a space before the first barcode stripe and after the last barcode
stripe, enough bright light (without print symbols) background.
The width of the symbol-free area depends on the size and type of the barcode. Any printed
symbol in the mandatory symbol-free area interferes with the correct reading of the barcode.
3.2. Colors and contrast
In order for the barcode to be read correctly with an optical reader, there must be sufficient
contrast between the dark stripes and the light background. The most ideal option is black
stripes on a white background, but depending on the color of the package, other color
combinations are also allowed. When choosing colors, you should take into account the fact
that the optical reader "reads" the barcode using an infrared laser beam, i.e. the reader "sees"
the stripes in a different light than the human eye. In general, light and warm colors (white, red,
orange, yellow) are more suitable for background color and dark colors (black, blue, green) for
stripes. In order for the barcode to be readable by the reader, an empty light background
(without printed symbols) must be left in front of the first stripe of the barcode and behind the
last stripe. The light background can be the same color as the background of the barcode.
Readable color combinations:
• black/blue/green/brown stripe on a white/yellow/orange/red background
Unreadable color combinations:
• yellow/orange/red/gold stripe on a white background
• red/black stripe on a green background
• red/black stripe on a blue background
• red/black/orange stripe on a golden background
3.3. Print quality
The following must be observed when printing a barcode:
• Sufficient empty (text-free) space must be left before and after the lines
• the print quality would be correct (the stripes must not be "hairy")
• the contrast between dark lines and light background would be sufficient
• the stripes must not be interrupted in places.
3.4. EAN-13
In the case of barcode EAN-13, the nominal size is considered, the width of which (between
the corner marks) is 37.29mm and the height is 22.85mm, i.e. the nominal size can be
proportionally increased or decreased using the magnification ratio. For all magnification ratios,
only the height of the barcode can be reduced, never the width, i.e. the stripes must not be
compressed. The allowed magnification is 95-200% of the nominal size of the barcode.
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The X-dimension of the EAN-13 code is for the nominal size: 0.330 mm
NB! The height of the barcode does not include the height of the numbers below the barcode
or the height of the start and end lines of the barcode. The bar code width includes the white
(symbol-free) area before and after the bars.
3.5. Code-128
When marking Code-128, apply a nominal size similar to the EAN-13 barcode.
3.6. GS1-128
GS1-128 is a variable-length barcode, the length of which depends on the amount of
information to be encoded. GS1-128 symbols should be printed with a magnification ratio of
50-100%.
• X-dimension for nominal size (minimum 0.495mm) : 0.526mm
• Barcode height (minimum 31.75mm): 32mm
• Symbol-free area width (minimum 10 x X-Dimension) : 7mm
• Width of GS1-128 barcode (without symbol-less start) : approx. 14.1 cm
4. MARKING
4.1. Requirements for pallets and waste packaging
• Marking must generally comply with the GS1-128 standard;
• The quality of the barcode must be sufficient for scanners to be able to read it.
Recommended readability level: B(3) ISO / IEC 1546;
• The pallet label is recommended to be A5 in size;
• The label to be installed on the group packaging is recommended to be A6 in size.
4.2. Pallet label
Field explanations
No Name Description Notes
1 Supplier Name of supplier Mandatory
2 Order Purchase ordernumber Mandatory
Number
3 Item Name/description of the aricle contained in the pallet Mandatory
4 Content GTIN-13 or GTIN-14 of the underlying sales units Mandatory
5 Batch/Lot Batch ID (if batch tracking is mandatory for the article). If needed
If there are different batches in the pallet, the batch
identifier is reflected on the additional label of the pallet.
As a recommendation, the batch information should also
be reflected on the group or product packaging. The
technical delivery conditions also state when the lot
number is from the manufacturer and when the contract
number is used there
12 Batch/Lot Batch/Lot’s best before and valid until dates. Must be If needed
best before human readable
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and valid
until
6 SSCC Unique serial code of the container (Serial Shipping If possible
Container Code)
7 Count The number of CONTENT units on the pallet Mandatory
8 Article No Item or variant code (AI91). Used if there is no GTIN- Mandatory
13/GTIN-14 or it is preferred to apply the item/variant
code. The GTIN code is not used with the variant code. If
the product has a variant code, it is the first information on
the label; if there is no variant code, the item code must be
used
11 NSN Nato stock number. Must be human readable If needed
NB! Labels where the quantity is presented with a barcode, then generate the code reflecting
the quantity (AI37) separately from the code referring to the product (AI02 or AI91).
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4.3. Homogeneous pallet
4.3.1. Usage of GTIN code (AI02)
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4.3.2. Usage of item or variant code (AI91)
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4.4. Heterogeneous pallet
• A packing list of articles must be additionally installed on the pallet. (see chapter 6.
Additional labels to supplement the information on the pallet or group package)
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5. Group packaging label (box)
Field explanations
No Name Description Notes
3 Item Name/description of the aricle contained in the pallet Mandatory
4 Content GTIN-13 or GTIN-14 of the underlying sales units. If GTIN- Mandatory
13 is used, add prefix "0"
5 Batch/Lot Batch ID. (if batch tracking is mandatory for the article) If needed
If there are different batches in the group package, the
batch identifier is reflected on the additional label or
product packaging.
12 Batch/Lot Batch/Lot’s best before and valid until dates. Must be If needed
best before human readable
and valid
until
7 Count The number of CONTENT units on the pallet Mandatory
8 Article No Item or variant code (AI91). Used if there is no GTIN- Mandatory
13/GTIN-14 or it is preferred to apply the item/variant
code. The GTIN code is not used with the variant code. If
the product has a variant code, it is the first information on
the label; if there is no variant code, the item code must be
used
11 NSN Nato stock number. Human readable If needed
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5.1.1. Usage of GTIN code (AI02)
5.1.2. Usage of item or variant code (AI91)
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6. Additional labels to supplement the information of the pallet or
group package
Field explanations
No Name Description Notes
3 Item Name/description of the aricle contained in the pallet Mandatory
4 Content GTIN-13 or GTIN-14 of the underlying sales units. If GTIN- Mandatory
13 is used, add prefix "0"
5 Batch/Lot Batch ID. (if batch tracking is mandatory for the article) If needed
If there are different batches in the group package, the
batch identifier is reflected on the additional label or
product packaging.
7 Count The number of CONTENT units on the pallet Mandatory
8 Article No Item or variant code (AI91). Used if there is no GTIN- Mandatory
13/GTIN-14 or it is preferred to apply the item/variant
code. The GTIN code is not used with the variant code. If
the product has a variant code, it is the first information on
the label; if there is no variant code, the item code must be
used
10 Serial No Serial Number. Used when tracking via serial number is If needed
required. No quantity is generated in the barcode when the
serial number is provided.
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6.1.1. Different batches (homogeneous pallet/group packaging)
• Variant code may be replaced by GTIN-13/GTIN-14. Example in point 6.1.2
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6.1.2. Different lots and/or serial numbers (homogeneous pallet/group pack)
• Content (GTIN-13/GTIN-14) may be replaced by commodity or variant code. Example
in point 6.1.1
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7. Marking of the individual product
Field explanations
No Name Description Notes
3 Item Name/description of the aricle contained in the pallet If possible
8 Article No Item or variant code (AI91). Used if there is no Mandatory
GTIN-13/GTIN-14 or it is preferred to apply the
item/variant code. The GTIN code is not used with the
variant code. If the product has a variant code, it is the first
information on the label; if there is no variant code, the
item code must be used
9 GTIN-13 Product GS1 registered sales unit code. Mandatory
7.1.1. Marking of small mixed size product with GTIN-13 code
• Use barcode type EAN-13
7.1.2. Marking of a small mixed-size product with a commodity or variant code
• Use barcode type Code-128
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Chelton Limited 07.11.2024 No 2-7/24/5010
The Chelton Centre
Fourth Avenue
Marlow
SL7 1TF Buckinghamshire
United Kingdom
Procurement documents
“The life cycle management of intercom systems”
(279114)
1. General data
1.1. Title of the public procurement: “The life cycle management of intercom systems”.
1.2. Contracting Entity: Estonian Centre for Defence Investments, registry code 70009764, address
Järve 34a, 11314 Tallinn.
1.3. Type of procurement procedure: negotiated procurement procedure without prior publication.
1.4. Any questions about the procurement documents should be sent to Katrin Orumaa and Ats
Janno via e-mail:
[email protected] and
[email protected].
2. Object of the public procurement
2.1. The object of the procurement is to ensure effective life cycle management of intercom systems
(including hardware, software, services and training).
2.2. This procurement also covers, but is not limited to related devices/equipment (e.g.
loudspeakers, antennas, cables, gateways etc.), and if needed provide training for and other
related products (systems mid-life upgrades and new systems) and/or services such as
modifications and updates, accessories, spare parts and maintenance services (including
analyses repairs).
3. Submission of grounds for exclusion and tender documents
3.1. Grounds for exclusion and tender documents submission deadline will be stated upon
presenting the procurement documents (hereinafter PD). Submission not later than 18.12.2024
11:00 o’clock Eastern European Time (EET) using an e-mail address
[email protected], a
copy shall be sent to the e-mail address
[email protected]. Subject line must consist: person
responsible Katrin Orumaa, “The life cycle management of intercom systems" (279114).
3.2. Grounds for exclusion and tender documents must be submitted together.
3.3. Grounds for exclusion documents contain the documents required in Clause 4.
3.4. Tender documents must contain the documents required in Clause 6.
3.5. The grounds for exclusion and tender documents must be prepared in accordance with the
terms and conditions specified in the PD and may not be misleading in any way.
3.6. The tenderer shall bear all costs related to participating in the procurement.
3.7. The grounds for exclusion and tender documents must be submitted in Estonian or English. The
contracting entity has the right to request translations into Estonian or English for any other
language documents incl. certificates, evidence, certified statements etc. Promotional materials
annexed to the tender may be in any other foreign language (preferably in English). All
correspondence within the procurement process shall be carried out in Estonian or English. Any
communication with the successful tenderer within the fulfilment of the procurement contract
shall also be carried out in Estonian or English.
3.8. Submitted documents must be final and must not contain any corrections or additions.
4. Structure of the grounds for exclusion documents and list of documents
4.1. Certificate of a competent authority of the country where the tenderer is established stated in
PD point 5.2.1.1.
4.2. Tax certificate stated in PD point 5.2.1.2.
4.3. Certificate of a competent authority of the country where the tenderer is established stated in
PD point 5.2.2.1.
5. Grounds for exclusion of tenderer
5.1. The grounds for exclusion of tenderer is based on the grounds for exclusion requirements
specified in the PD. A tenderer is qualified if it has submitted all documents required in the PD
and the grounds for exclusion are verified by the contracting entity and it complies with the
requirements specified in the PD.
5.2. Requirements outlining the specific circumstances of a tenderer which would serve as grounds
for removing the tenderer from the procurement procedure.
5.2.1. Tenderer to be excluded from the procurement procedure at any time (according to
Estonian Public Procurement Act § 95 section 1 clauses 1, 2 and 3)
5.2.1.1. Tenderer, who or whose member of an administrative, management or
supervisory board or another legal representative or a contractual
representative involved in the public procurement has been convicted of
participation in a criminal organisation, violating the duty of integrity, a corrupt
act, fraud, commission of a terrorist act or of any other criminal offence linked
to terrorist activities or of inciting or aiding or abetting or attempting to commit
such an offence, a money laundering offence, or terrorist financing, enabling an
alien who is unlawfully staying in Estonia to work here or of enabling a breach
of the conditions for an alien’s employment in Estonia, including of payment of
a salary below the statutory rate, illegal use of child labour or of an act related
to the trafficking of human beings.
Verification document: written confirmation of the absence of the
abovementioned circumstances (report from the Estonian criminal records
database on the absence of the circumstances or certificate of a competent
authority of the country where the tenderer is established. Where the country
in which the tenderer or candidate has their seat does not issue such a
documents, they may be replaced by a sworn affidavit of the tenderer or
candidate or of the tenderer’s or candidate’s representative or – if the country
in which the tenderer or candidate has their seat does not issue such a document
– by a an affidavit sworn before a competent judicial or administrative authority,
notary or a competent professional or trade body in accordance with the
legislation of that country -according to Estonian Public Procurement Act § 96
section 2 clause 1 and section 3. Document is submitted at least as a copy.
5.2.1.2. Tenderer, who has tax arrears within the meaning of the Taxation Act regarding
state taxes, contributions or environmental charges or tax arrears or overdue
social security contributions under the legislation of the country where the
tenderer is established.
Verification document: the tenderer submits a certificate from the respective
authority of their country of residence on the absence of national tax arrears
(according to Estonian Public Procurement Act § 96 section 2 clause 2; not
earlier than as of the date of the beginning of the procurement procedure).
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5.2.1.3. Tenderer, who or whose member of an administrative, management or
supervisory board is a subject of an international sanction within the meaning
of the International Sanctions Act.
Verification: the contracting entity verifies the tenderer through public data in a
database:
EU Sanctions Map https://www.sanctionsmap.eu/
5.2.2. The contracting entity may exclude from the procurement procedure (according to
Estonian Public Procurement Act § 95 section 4 clause 3)
5.2.2.1. Tenderer, who are bankrupt or in liquidation, against whom bankruptcy or
liquidation proceedings have been initiated, whose business activities have
been suspended or who is in another similar situation under the legislation of
the country where the tenderer is established.
Verification document: certificate of a competent authority of the country
where the tenderer established regarding the circumstances specified.
Document is submitted at least as a copy (for an example extract from business
register of the country where the Tenderer is established).
6. Structure of the tender documents and list of documents
6.1. Tenderer submits a document describing the following strategies:
6.1.1. Specify the standardized method how the maintenance system is built up and what is the
maintenance strategy, for example according to IEC 61508 series, SAE JA1011 and SAE
JA1012. Maintenance strategy examples in general: corrective (maintenance is carried out
following detection of an anomaly), preventive (by defined intervals or criterias), risk-
based (test or analysis-based) and condition-based (by equipment monitoring).
6.1.2. Specify the pricing strategy based on maintenance strategy. Is the strategy hourly-, service-
based, or something else?
6.1.3. Tenderer submits the document in free form. If deemed necessary, additional documents
will be submitted.
6.2. List of Intercom related spare parts and services with their costs. These prices will be fixed in
Framework Agreement.
6.3. Suggestions, proposals and comments about the Framework Agreement draft (Annex 1 to PD).
6.4. Document(s) which state the power of attorney of the person who has signed the tender. If a
person who does not have the power of attorney signs the tender, then an authorization letter
must be accompanied with the tender documents.
6.4.1. If the tenderer is not able to sign documents digitally by Estonian ID card or mobile ID,
documents are submitted as scanned copy of signed papers of originals.
7. Submitting a tender and the compliance to the PD
7.1. Tender is submitted at the same time with qualifications documents.
7.2. Tender meets the compliance requirements if tenderer has submitted all tender documents
required in the PD and the compliance is verified by the contracting entity and it complies with
the requirements specified in the PD (according to Clause 6).
7.3. The contracting entity has the authority to not conclude a contract if new circumstances have
come to light during the procurement proceedings which preclude concluding the procurement
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procedure under the terms and conditions set out in the PDs or make the same inadvisable for
the contracting entity.
8. Validity period of the tender
8.1. The validity period of the tender shall begin on the deadline of submitting the tender and last
for 120 days.
9. Final provisions
9.1. In matters not regulated by the PD, the contracting entity and tenderer shall be governed by
the Estonian Public Procurement Act.
10. Annexes
10.1. Annex 1. Framework Agreement draft;
10.2. Annex 1.1. Procurement Contract draft;
10.3. Annex 2. Security Requirements with Annexes;
10.4. Annex 3. Labelling of pallets and pallet group packages.
4/4