Käskkiri

KÄSKKIRI 20.05.2021 nr 1-2/21-043 Riigihanke „Raadiosageduste monitooringuseadmed ja monitooringutarkvara versiooniuuendus“ korraldamine 08.04.2021 käskkirjaga nr 1-2/21-036 kinnitatud hankekorra ja riigihangete seaduse § 49 lg 1 p 1 ja § 3 p 2 nig § 72 alusel: kinnitan 1. riigihanke „Raadiosageduste monitooringuseadmed ja monitooringutarkvara versiooniuuendus“ läbiviimiseks, sealhulgas läbirääkimiste pidamiseks komisjoni järgmises koosseisus: 1.1.komisjoni esimees Erko Kulu; 1.2.komisjoni liige Artur Ikart; 1.3.komisjoni liige Oliver Gailan; 1.4.komisjoni liige Arvo Rammus. 2. raamlepingu projekti (lisatud); määran 3. riigihanke „Raadiosageduste monitooringuseadmed ja monitooringutarkvara versiooniuuendus“ hankemenetluse läbiviimise väljakuulutamiseta läbirääkimistega hankemenetlusena; 4. hanke eest vastutavaks isikuks sagedushalduse talituse juhataja Erko Kulu; 5. riigihanke eeldatavaks maksumuseks kuni 400 000 eurot (käibemaksuta) 36-kuulise perioodi kohta arvates raamlepingu sõlmimisest. (allkirjastatud digitaalselt) Kaur Kajak peadirektor Mariann Salomets  Lisa FRAMEWORK CONTRACT The Consumer Protection and Technical Regulatory Authority, registry code 70003218, address Endla 10a, 10122 Tallinn, Estonia, that is represented by Kaur Kajak, director general (hereinafter the Buyer) on the one side and …………………….., registry code ………………………, address ………………………………… that is represented by ………………………………………., (hereinafter the Seller), concluded a procurement contract pursuant to the procurement „Radio monitoring and measurement equipment including software update“ (hereinafter the Contract), have concluded this procurement contract in good faith, with respect to the following: (Buyer and Seller may also be referred to individually as Party or together as Parties) 1. SUBJECT OF THE CONTRACT 1.1 On the basis on this Contract and in accordance with the conditions thereof, the Seller agrees to deliver to the Buyer Rohde & Schwarz equipment, software, accessories, spare parts and services (hereinafter referred to as Goods) and to grant the transition of ownership to the Buyer upon full payment. The Buyer agrees to accept the Goods and pay the Purchase Price specified in the Contract. 1.2 The framework contract scope is but not limited to following areas: 1.2.1 radio monitoring and measurement equipment, software, accessories, spare parts and services system maintenance and repair service; 1.2.2 system training courses; 1.2.3 support services. 1.3 The specific type, quantity, cost, delivery date and delivery place of the Goods is provided in the respective purchase contracts. 1.4 With the signing of this Contract, the Seller confirms the absence of any claims or other rights applicable on the transferred Goods by third parties. 2. AWARDING PURCHASE CONTRACTS 2.1. Purchase contracts are awarded in accordance with the conditions provided in the framework contract. 2.2. Each following purchase contract is awarded in accordance with the following procedure: 2.2.1. The Buyer sends technical specification of the Goods and grants a deadline for submitting a written tender. 2.2.2. The Buyer has the right to hold negotiations with the Seller when necessary and request supplementations to the tender. 2.3. In case of deviation of purchase contract conditions from this Framework Contract  the purchase contract supersedes the wording of this Framework Contract. 3. PACKAGING OF THE GOODS 3.1. The Seller must provide the Goods with packaging that ensures the arrival of the Goods to their destination in their original form. 3.2. Each item must be packaged in individual packaging. 3.3. Markings on packaging. The label on each package must include the following data: 3.3.1. Name of the Goods; 3.3.2. Quantity and unit of Goods; 3.3.3. The numbers of the framework contract and the procurement contract; 3.3.4. The name of the Seller. 3.4. Markings on the transportation box. The label on the box must be at least in size A4, the label attached to the transportation box must contain the following data, in the order presented here: 3.4.1. Name of the Goods; 3.4.2. Quantity and unit; 3.4.3. Weight/volume of the package; 3.4.4. Measurements of the packaging used for transportation; 3.4.5. Numbers of the framework contract and the procurement contract; 3.4.6. Name and address of the Seller; 3.4.7. Address of place of delivery. 4. DELIVERY AND RECEPTION CONFIRMATION OF THE GOODS 4.1. The Goods are transported to the delivery point designated by the Buyer within the Republic of Estonia using the transportation provided by the Seller. The delivery terms and conditions according to Incoterms 2020: CIP Republic of Estonia shall apply. 4.2. Any costs related to the delivery and transportation of the Goods are covered by the Seller. The Seller shall also cover any costs and encumbrances related to the Goods until the Goods are delivered, except for costs related to circumstances caused by the Buyer. The prices are inclusive of all taxes outside Estonia (except Value Added Tax (VAT)). 4.3. The Buyer shall cover the costs of reception confirmation of the Goods, preparing the Contract and paying the purchase price. 4.4. The Seller shall inform the Buyer of the factual delivery of the Goods at least 5 working days before the Goods are delivered by e-mail specified in the purchase contracts. 4.5. Partial deliveries are allowed if agreed in purchase contracts. 4.6. Upon the delivery of the Goods, an authorised representative of the Buyer shall check the correspondence of the quantity and packaging of the Goods to the delivery note. The non-compliance of delivered Goods to the delivery note shall be reported to the Seller during 5 working days from shipment the Goods to the dedicated location. 4.7. Upon detection of any hidden defects, the Buyer is required to notify the Seller in writing of non-compliance of the Goods with the contractual conditions within 30 days as of the date when the Buyer or a person specified by the Buyer becomes aware of non-compliance of the Goods with the contractual conditions. In the aforementioned notification, the Buyer shall demand that the Seller perform its 2/8  obligation and also grant the Seller a term for the due performance of the Contract which may not be longer than 90 days. 4.8. The Seller shall issue invoice after delivery. 4.9. The invoice shall include: 4.9.1. Payer: The Consumer Protection and Technical Regulatory Authority, registry code 70003218, address Endla 10a, 10122 Tallinn, 4.9.2. Contact person’s name; 4.9.3. Number of this Contract; 4.9.4. Ordering the Services within the European Union the invoice shall contain the Value Added Tax identification number of the issuer of the invoice and The Consumer Protection and Technical Regulatory Authority (EE100907524). 4.9.5. The invoice shall be submitted in PDF-format to the e-mail described within purchase contract. 4.10. In the absence of an invoice, the Buyer has the right to take possession of the given Goods, however, delivery and reception confirmation thereof shall be deemed to be finalised at the delivery of a corresponding invoice. 4.11. The right of ownership, and the transfer of risk of destruction and damage, are transferred from the Seller to the Buyer immediately upon the delivery of the Goods and full payment. 4.12. The Buyer has the right to refuse the acceptance of delivery of the Goods if Purchase Contract obligations in terms of item types and quantities are not met. Delivery will be considered completed when all contractual delivery obligations in terms of item types and quantities are met. 4.13. If the Goods are not delivered on time, then the Buyer has the right to claim a liquidated damages from the Seller of 0.25% of the cost of the undelivered Goods for each day of delayed delivery up to a maximum of 10% of the value of the delayed delivery. For the avoidance of doubt, the time for custom’s release by the Buyer will not counted to the delivery time. 4.14. The Goods delivered to the Buyer must correspond to the Terms of the respective purchase Contract, especially in terms of quantity, quality, type, description and packaging. The documents accompanying the Goods must also correspond to the Terms of the respective purchase Contract. 4.15. The Goods do not correspond to the Terms of the Contract when the Goods do not possess the agreed upon attributes, the Goods cannot be used for their agreed purpose, a third person has claims or other claimable rights towards the Goods, the Goods have not been packaged according to the Terms of the Contract or the Goods do not have any packaging, a delivery note or invoice is not included. 4.16. If there is a deficit in the quantity of the Goods, then the Buyer is entitled to accept the given Goods and request the Seller to deliver the missing quantity of the Goods to a delivery point appointed by the Buyer within the borders of the Republic of Estonia. 4.17. If the Buyer does not notify the Seller of the defects of the Goods within the time limit set in Clause 4.7., then the Seller is unbound from any liabilities for the defective Goods, except when there is a reasonable cause for not giving notice. 5. THE PRICE OF GOODS AND THE TERMS OF PAYMENT 5.1. The price of Goods is presented in Euros. The prices are inclusive of all taxes outside Estonia (except Value Added Tax (VAT)). 5.2. The Buyer shall pay the purchase price of the accepted Goods corresponding to the Terms of the respective purchase Contract (i.e. after the Goods have been 3/8  delivered to the Buyer in suitable quantity and quality) to the bank account presented on the Seller’s invoice within 28 days from the date of the invoice. 5.3. If the Buyer delays the payment of the invoice, then the Seller has the right to claim from the Buyer an interest for late payment of 0.25% of the unpaid amount for each day of delayed payment up to a maximum of 10% of the value of the delayed payment. The Buyer shall be informed of a claim of interest due to delayed payment within 30 days. 5.4. The Buyer shall not accept an invoice which does not correspond to the Terms of the Contract. In this case, the Seller shall submit a new invoice to the Buyer within three working days. The Buyer shall not pay an interest on delayed payment if the delay is caused by an absent or incorrect invoice. 5.5. The payment is considered to be finalised when the bank of the Buyer accepts the payment order. 6. FORCE MAJEURE 6.1. The Parties shall be exempted from fulfilment of the contractual liabilities in the event of Force Majeure. Force Majeure any cause preventing either Party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of that Party including, without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of either Party or otherwise), protest, war or national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, refusal or delay in granting a required Governmental approval in spite of an application having been properly filled, accident, breakdown of plant or machinery, fire, explosion, flood, storm, epidemic and other uncontrollable events of an extreme nature that the Parties could not have foreseen. 6.2. In the event of the Force Majeure circumstances defined in Clause 6.1. of the Framework Contract, the terms set in the purchase contracts shall be extended for a period that corresponds to the period of the Force Majeure that delayed the execution of the purchase contracts. 6.3. The Parties shall inform each other about the beginning and end of the uncontrollable event interfering with the execution of the purchase contracts within 10 calendar days. In the event of delayed notification, the Party at fault is not freed from the fulfilment of contractual liabilities. 6.4. If the delivery of Goods is delayed for more than 60 calendar days due to the circumstances of Force Majeure, both Parties have the right to unilaterally withdraw from the purchase contracts by notifying the other Party in writing 5 working days in advance. In this case the Contractor shall reimburse the Contracting Authority any advanced prepayment for the undelivered Goods, if applicable. 7. WARRANTY OBLIGATION 7.1. With this Contract, the Seller grants minimum one-year warranty to the Goods. 7.2. This warranty covers all defects that become evident in the Goods during the warranty period. 7.3. The warranty period begins with the delivery of the Goods in accordance with the agreed Incoterms to the representative authorised by the Buyer and ends upon the conclusion of the term set in Clause 7.1. The warranty period is halted for the period during which the Buyer cannot use the product because of its non- conformity to the Contract, for which the Seller is liable for. 7.4. If defects are discovered in the Goods delivered to the Buyer during the warranty 4/8  period, then the Seller shall replace or repair the Goods free of charge within 60 days, covering all costs and returning the Goods in accordance with the Terms of the Contract. 7.5. If the Goods are replaced during the warranty period the total period of warranty is unaffected. 7.6. If Goods are repaired during the warranty period, then the warranty period is extended by the period of repairing the Goods. 8. CONFIDENTIALITY 8.1. The Seller shall not use the documents and information that form a part of this Contract without a written consent of the Buyer, except when it is necessary for executing the Contract. All documents other than the Contract are the property of the Buyer and, if the Buyer should request, must be returned by the Seller after the Contract terminates. 9. LIABILITY 9.1. The Seller is liable for the non-conformity to the Terms of the Contract (defects), if the non-conformity is present during the transfer of the risk of accidental loss and damage to the Buyer and when the non-conformity appears after the transfer of the given risk to the Buyer within the warranty period according to Clause 7.1. 9.2. If the Seller fails to fulfil the Contract (the Goods do not correspond to the Terms of Contract), then the Buyer has the right to refuse the obligation of paying the purchase price and submit a claim to the Seller according to the provisions of this Contract for fulfilling the obligations after the breach of Contract becomes apparent, giving the Seller a reasonable time limit for fulfilling the Contract, except for cases specified in Clause 11.5, and to claim losses from the Seller. 9.3. The Buyer has the right to net off the sum of the contractual penalty against the claims for the payment for the work performed in accordance with the Contract. 9.4. A contracting Party has the right to claim the payment of a contractual penalty within a reasonable time limit, counting from the day on which the right to claim a contractual penalty became evident. 9.5. The Party obligated to pay a contractual penalty shall pay the claim for contractual penalty within 28 days counting from the day on which the claim was received from the entitled Party. 9.6. The Parties have agreed to take all measures to resolve their disagreements by means of bilateral discussions. If agreement cannot be reached, then the dispute shall be resolved in Harju County Court in Estonia. 9.7. The overall liability of the Seller towards the Buyer, no matter on what legal ground, including delay shall be limited in aggregate to an amount equal to 15% of the price of the respective purchase order. The Seller shall not be liable for financial loss, consequential or indirect damage. 10. EXPORT LICENSE 10.1. If export of supplied goods require licencing by Export Control Authorities then the proposed delivery times in purchase contracts assume that the Authorities have licenced export of the goods at least two weeks before delivery deadline. 10.2. In case of delays of issuing export approval by the Authorities the contractual delivery times will be shifted accordingly. 11. TERM OF CONTRACT, GROUNDS OF ENDING AND TERMINATION 5/8  11.1. The Contract enters into force upon its signing and is valid for 36 months or upon fulfilment of the financial limit of 400 000 euros without VAT. 11.2. The Contract can be terminated by a written agreement of both Parties in cases provided in the Contract or applicable by law. The termination of this Contract shall not affect any purchase contracts already fulfilled. 11.3. The Buyer has the right to terminate the Contract when the Seller has substantially breached the contractual obligations (significant breach of Contract). 11.4. Upon the termination of the Contract, the Buyer shall grant the Seller a reasonable time limit for fulfilling the Contract, which generally cannot be longer than 90 days. The time limit provided for the fulfilment of the Contract does not exempt the Seller from the liability for unfulfilled obligations. 11.5. The Buyer is not obligated to grant the Seller a time limit for fulfilling the Contract upon the termination of the Contract if the Seller has significantly breached the Contract. In this case, the Buyer submits to the Seller a written application for the termination of the Contract within a reasonable time limit counting from the moment when the breach of Contract became apparent. The termination of Contract is deemed to have taken place when the application is received by the Seller. 11.6. Upon the expiry of the time limit established in Clause 11.4, the Buyer shall immediately submit to the Seller a written application for the termination of the Contract. The Contract is deemed to be terminated as of the receipt of the application by the Seller. An application for the termination of Contract is not necessary if upon previously granting an additional time limit, the Buyer has notified the Seller in writing about the termination of the Contract in case of an unfulfilled contractual obligation during the given time limit. In this case, the Contract shall terminate upon the passing of the time limit provided by the Buyer for the fulfilment of the Contract, given that the Seller has not offered a suitable fulfilment to the Buyer. 12. OTHER CONDITIONS 12.1. Neither Party has the right to transfer their contractual rights and obligations to third parties without a written consent of the other Party. 12.2. Amendments to the signed Contract may only be agreed upon if the amendment is caused by objective circumstances that could not have been foreseen during the issuing of the Contract and not amending the Contract would endanger the achievement of the purpose of the Contract completely or substantially. 12.3. Amendments and supplements to the Contract are valid if they are formalised in writing by authorised representatives of both Parties. Amendments and supplements are considered null and void if the requirements of written form are ignored. 12.4. Notifications of a legal effect between the Seller and the Buyer must be submitted in writing by e-mail. A notification is considered to be received when it is forwarded on the e-mail address specified in the Contract, sent notice shall be deemed received on the arrival time stated in the notice. 12.5. In case of change of e-mail address, the Party is required to immediately notify the other Party. 12.6. Contact persons: 12.6.1. The Consumer Protection and Technical Regulatory Authority: Erko Kulu, phone: +372 6672120, e-mail: [email protected]; 12.6.2. …………………………………………………………………………… 6/8  12.7. Place of jurisdiction shall be the Republic of Estonia. 12.8. The Contract is prepared in the in English language and are signed in two copies, both having equal legal force. Each Party shall keep one copy. 13. ANNEX 13.1. The first purchase contract on …. pages. 14. CONTACT INFORMATION OF THE PARTIES The Buyer: The Seller: The Consumer Protection and Technical Regulatory Authority registry code 70003218 Endla 10a, 10122 Tallinn Estonia (signature) (signature) Kaur Kajak Director general 7/8