Hankeleping

PUBLIC CONTRACT 02.02.2024 No. 2-2/24/82-1 The Estonian Centre for Defence Investments, registry code 70009764, address JSrve 34a, 11314 Tallinn, Estonia, represented on the basis of the statute by Director General Magnus-Valdemar Saar (hereinafter: the Buyer), By the General Staff of the National Army of the Republic of Moldova (address $os. HTnce$ti 84, Chi$ln3u, Republic of Moldova, MD-2021), represented by Deputy Chief of the General Staff of the National Army colonel Sergiu VOINU (hereinafter: the Beneficiary) responsible of delivering the Goods to the final end users, and By the Supply and Infrastructure Management Agency of the Ministry of Defense of the Republic of Moldova (address $os. Hincejti 84, Chisinau, Republic of Moldova, MD-2021), represented by director of Supply and Infrastructure Management Agency, colonel Gheorghe TURCANU (hereinafter: the Consignee) responsible for customs procedures when the Seller is delivering the Goods, and Aktsiaselts Stokker, registry code 10165452, address Peterburi Street 44/4, 11415 Tallinn, Estonia, represented on the basis of the statue by Priit Prints (hereinafter: Seller), separately: Party and jointly: Parties, have concluded the following Public Contract (hereafter: Contract). 1. Basis and subject of the Contract 1.1. The Contract shall be awarded on the basis of the low-value purchase "Fuel pumps" (reference number 272530) based on the Tender submitted by the Seller. 1.2. The subject of the Contract is the purchase of 20 sets of fuel pumps and related additional products and accessories (hereinafter Goods) and Services, which are described in the Technical Description (Annex 2). 1.3. The Goods and Services delivered to the Beneficiary are financed in the framework of the European Peace Facility Contribution Agreements (including EPF/2022/27, EPF/2023/21 and Agreements signed in the future), signed by the Buyer and the European Commission as administrator for Assistance Measure under the European Peace Facility to support the Armed Forces of the Republic of Moldova. The Seller is obligated to follow the European Peace Facility requirements on the eligibility and origin of military equipment on the Common Military List of the European Union (Annex 1) when the Goods and/or Services are purchased for the Beneficiary. 1.4. By this Contract the Seller undertakes to deliver to the Beneficiary the Goods, according to the Technical Description and the Tender of Seller, and transfer it to the Beneficiary together with all property rights to it, and Buyer undertakes to pay for proper and timely delivered Goods following provisions and procedures of this Contract. The Seller shall, together with the Goods, provide full relevant information, usage instructions and other information required for adequate use of the Goods. In the event that Goods are purchased with life- cycle Services, contractual conditions for the provision of Services stipulated in the Law of Obligations Act of the Republic of Estonia shall be applied for such provision of Services, 1/13  which are not regulated, are in contradiction or are not applicable towards the nature of the Service. 1.5. The scope of the Goods, requirements for the Goods, the related services and terms and other information related to the delivery of the Goods are detailed in Technical Description, Tender of the Seller, which are an integral part of thereof. When performing the Seller must follow the terms and conditions of the Contract and its Annexes, properly fulfill all the requirements specified therein. 1.6. The contract is concluded with the Seller, relying on the Tender of Seller, the Seller's applications and confirmations stipulated within this Contract, and the premise of good faith in the Seller's professionalism and capability to perform the Contract duly. In the event that the Seller employs subcontractors, responsibility of the proper performance of the Contract rests on the Seller. 1.7. The Seller states and confirms that: 1.7.1. they and their representative have all the necessary rights and mandates to conclude this Contract; 1.7.2. they have read the Contract and the founding documents of the low-value purchase and that they understand fully the content and repercussions of duties undertaken and that they agree with the conditions therein; 1.7.3. with the performance of this Contract, the rights of third parties are not affected and that there are no such circumstances which might exclude their rights to conclude this Contract and perform it duly; 1.7.4. they have all the necessary and valid licenses, registrations, rights of representation and certificates, and at their expiry during the duration of the Contract agrees to extend/ renew them. If the renewal of licenses, registrations, rights of representation and certificates is not possible due to circumstances independent of the Seller, it is the Seller's obligation to promptly notify the Buyer about it; 1.7.5. the Seller confirms the absence of any claims or other rights applicable on the transferred Goods or rendered Services by third parties, which third parties have the right to apply to the Goods or Services; 1.7.6. they and their offered Goods or Services 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. 1.8. The Goods must be in compliance with the founding documents of the low-value purchase, the invitation to tender and the Seller's submitted tender. The delivered Goods must be in compliance with the terms of this Contract, including in terms of quality, type, description and quantity. All documents and packaging accompanying the Goods must also be in compliance with the terms of this Contract. 1.9. Services must be in compliance with the terms of the Contract, specifically in terms of quality and description. 2. Parts of the Contract The integral parts of the Contract are the founding documents of the low-value purchase, invitation to tender, Tender of Seller and its annexes, explanations, confirmation letters, notices and all concluded amendments between the Parties. 2 /13 3. The Buyer's Rights and Obligations 3.1. The Buyer has the right to check the performance of contractual obligations and documents relevant to the ordering of Goods and/or Services on an ongoing basis. 3.2. The Buyer has the right to check the validity and compliance of issued invoices, calculations and other expenses. If necessary, the Buyer has the right to claim invoices from subcontractors. 3.3. The Buyer has the right to consult with the Seller about questions relevant to the Goods or Services, e.g. questions relating to the delivery and use of the Goods or provision of Services. 3.4. The Buyer is obligated to pay to the Seiler for the contractually delivered Goods and rendered Services in accordance with the conditions stipulated in this Contract. 3.5. The Buyer is obligated to reply within a reasonable time to all the Seller's requests in order to specify instructions. 3.6. The Buyer is obligated to immediately notify the Beneficiary and the Seller of a breach of Contract conditions, where such a breach has been detected. 3.7. The Buyer is obligated to confirm the appropriateness of the provided Goods. 4. The Seller's Rights and Obligations 4.1. The Seller is obligated to transfer the Goods specified in this Contract to the Beneficiary. 4.2. The Seller is obligated, on the Buyer's demand, to submit a centralized statement for all Goods and Services ordered in MS Excel format or in another format agreed upon with the Buyer within 10 days after receiving said request, unless agreed otherwise. 4.3. The Seller is obligated to submit information (quantity and purpose) on the Buyer's demand about subcontractors. In the event that such information has been submitted by the Seller prior to the conclusion of this Contract, the Seller must coordinate any changes with contact person of the Buyer. 4.4. The Seller is obligated to inform the Buyer and Beneficiary about any circumstances which obstruct the performance of this Contract. 4.5. The Seller is obligated to inform the Buyer and Beneficiary promptly about cyber attacks and cyber Incidents undertaken against the Seller and issue a cyber incident report to the Buyer and Beneficiary on the Buyer's or Beneficiary's demand. 4.6. The Seller is obligated to follow fair trade conditions, environmentally friendly principles and not use slave or child labor during the performance of the Contract. 4.7. The Seller is obligated to provide to the Beneficiary in full the property rights to the Goods. 4.8. The Seller Is obligated not to satisfy at least one of the prohibited conditions provided for in the Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine, including amendments made by Council Regulation (EU) 2022/576 of 8 April 2022 amending Regulation (EU) No 833/2014, Council Regulation (EU) No 269/2014 of 17 March 2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine, including amendments made by Council Implementing Regulation (EU) 2022/581 of 8 April 2022. 4.9. The Seller has the right to receive the agreed-upon payment for delivered Goods and/or rendered Services in accordance with the terms of this Contract. 4.10. The Seller has the right to receive instructions, explanations or other information which affects the performance of the Contract. 3/13 5. The Beneficiary's Rights and Obligations 5.1. The Beneficiary is obligated to accept the Goods and/or Services specified in this Contract for its ownership. 5.2. The Beneficiary is obligated to provide the Seller with information and/or documents reasonably requested thereby and assistance in the performance of the Contract. Upon receipt of the request of the Seller for the provision of information required for the performance of the Contract, the Beneficiary undertakes to provide the requested information no later than within 5 working days from the receipt of such request. If the amount of information requested by the Seiler is large or requires additional analysis, the Beneficiary shall be granted an additional reasonable term for the provision of such information. 5.3. The Beneficiary is obligated to immediately notify the Seller and the Buyer of a breach of Contract conditions, where such a breach has been detected. 5.4. The Beneficiary is obligated to confirm the appropriateness of the provided Goods. 5.5. The Beneficiary is obligated to properly perform all other obligations set forth in the Contract, its Annexes, legal acts applicable to the delivery of these Goods and (or) arising from the essence of this Contract. 5.6. Beneficiary has the right to control the delivery of Goods in a timely manner. 6. Packaging and Labelling of Goods 6.1. The Seller is obligated to provide packaging of Goods in such a way that ensures its conservation during transport and storage in an unchanged manner. 6.2. For packaging and marking Goods, the Seller must adhere to the requirements stipulated by the Buyer. 6.3. The Goods must be packed in the packaging provided by the manufacturing plant. 6.4. The package of the Goods must be marked at least with the following information: name of the Goods, product code and product weight. 7. Delivery and Acceptance of Goods 7.1. The place of delivery of the Goods is Republic of Moldova, Chisinau, Incoterms 2020 DAP (unless agreed otherwise). The exact place of delivery of the Goods will be specified by the Beneficiary 7 days before the expected delivery of the Goods. 7.2. In the event that the Goods are subject to export inspection by the Seller's country of origin, the Seller shall submit to the Buyer an appropriate form of the end user's certificate and provide the necessary export license. 7.3. The Seller should prepare and agree with the Buyer and the Beneficiary a free form schedule for delivery of the Goods no later than 10 days after the entry into force of the Contract. 7.4. The Beneficiary and Buyer, having verified and satisfied that the Goods meet the requirements set out in the Contract and its Annexes and that ail other obligations of the Seiler under the Contract have been fulfilled, must accept the provided Goods and sign the Delivery-Acceptance Act of Goods. 7.5. The Seller shall issue the Delivery-Acceptance Act, which shall be signed by the Buyer, Seller and Beneficiary and sent to the Contact person of the Buyer alongside the quality control act, if necessary. A Delivery Note signed by Buyer, Seller and Beneficiary is also deemed as Delivery-Acceptance Act. The parties shall also accept scanned versions of the Delivery- Acceptance Act/Delivery Note with the physical signatures. In this case Parties agree that they shall send a copy of the Delivery-Acceptance Act/Delivery Note with the original signatures within one month from the moment the need was expressed. 4/13  7.6. The Seller shall submit to the Beneficiary a shipping notice for the delivery of Goods at least 5 working days prior to the scheduled delivery time to the e-mail addresses aurel-vleiu(S>armv.md and serKiu.zabolotnii^armv.m d. The shipping notice must include: 7.6.1. Name of the Goods; 7.6.2. Reference number of the low-value purchase 272530; 7.6.3. Delivered quantity, incl. number of pallets, containers etc; 7.6.4. Logistical unit measurements; 7.6.5. Packaging method (plastic packaging, net wrapping, pallet etc.); 7.6.6. Mode of transportation, which is used for delivery (truck, lorry etc.), and quantity; 7.6.7. Specific requirements or needs to unload the delivery; 7.6.8. Scheduled delivery date and time; 7.6.9. Delivery address. 7.7. The Seller shall deliver the Goods to the Beneficiary and the Beneficiary shall accept the delivery under agreed-upon conditions. 7.8. The Seller shall issue a delivery note alongside a shipping notice or during the delivery of Goods at the latest or after a Service has been rendered. 7.9. The delivery note must include: 7.9.1. The Seller's details; 7.9.2. The Beneficiary's details; 7.9.3. Contract Number; 7.9.4. Reference number of the low-value purchase 272530; 7.9.5. Name, product code and quantity of Goods / type and time of provision of Service. 7.10. In addition to the delivery note, the Seller is obligated to hand over to the Beneficiary all documents that are necessary for the receiving, management, use and handling of the Goods. 7.11. The Beneficiary has the right to inspect the quality of delivered Goods and/or rendered Services for compliance with the terms of the Contract within two weeks. In such an event, the Beneficiary shall issue a quality control act, which shall be sent to the Seller. 7.12. In the absence of the delivery note, the Beneficiary has the right to take possession of the given Goods or accept the rendered Service, however, delivery and acceptance shall be deemed to be finalized upon the reception of a proper delivery note. 8. Contract Price and Terms of Payment 8.1. The price of the Contract is 12 030,00 Euros, with 0% value added tax (VAT). 8.2. The prices are fixed for the duration of the Contract. 8.3. The price of the Contract includes the price of ail Goods delivered and related Services provided under this Contract, all taxes and fees and other costs (excluding costs and/or taxes related to the importation of Goods), delivery costs, costs of exporting the Goods and the cost of providing documents for payment, if any, related to the proper performance of the Contract. No additional costs of the Seller shall be paid or reimbursed. 8.4. If the purchased Goods will be exported to Moldova, all export procedures and documents relating to the export of the purchased Goods are handled and signed by the Seller. In this respect, the Seller will issue an invoice at a 0% VAT rate. 8.5. If the Goods to be purchased will be imported into Moldova, all import procedures including VAT exemptions and import-related documents, are handled and signed by the Beneficiary in accordance with the provisions of the Moldova's Government Decision nr 246/2010 and In accordance with confirmation letter of VAT exemption for ECDI by the Delegation of the 5 /13  European Union. All taxes and costs related to the import is the responsibility of the Beneficiary. 8.6. If the Party concerned encounters unforeseen difficulties (e.g. lack of action by the authorities, lack of necessary documentation, etc.) in carrying out export or import procedures, it shall immediately inform the other Parties of these circumstances. 8.7. Payments shall be made in Euros in accordance with the following procedure: 8.7.1. When the Seller has satisfactorily and timely delivered the Goods in accordance with the terms of the Contract, as specified in Clause 1.3 of the Contract, payment shall be made on the basis of the quantity of Goods actually delivered at the Goods price specified in Clause 8.1. of the Contract. 8.7.2. In accordance with the delivery schedule referred to in Clause 7.3 of the Contract, once the Seller has delivered some or all of the Goods and handed them over in accordance with the procedures set out in the Contract, the Buyer shall make the payment in accordance with the Seller's invoice. 8.8. The Seller bears all costs relevant to the delivery and transportation of Goods until the delivery has been finalized. The Seller also bears all Goods-related costs and incumbrances until the delivery has been finalized, except costs which derive from circumstances arising from the Buyer and/or Beneficiary. 8.9. Prices for Goods and/or Services are stipulated in the Tender of Seller. Prices for Goods and/or Services include all costs necessary for the performance of the Contract, including actions listed in the Technical Description. 8.10. For Goods and Services, payments shall be made in accordance with actually ordered Goods and actually rendered Services, by taking into account the Delivery-Acceptance Acts/delivery notes signed by the Buyer, Beneficiary and Seller. 8.11. One e-invoice shall be issued for each delivery or rendered Service, unless agreed otherwise. 8.12. The Seller shall issue an e-invoice. In the event that a Seller registered outside of the Republic of Estonia has no technical capabilities to issue e-invoices, then they shall issue invoices in PDF-format to the e-mail address stipulated in the Contract. 8.13. The Seller shall issue an invoice with the following details: 8.13.1. The Buyer's details: Estonian Centre for Defence Investments Jarve 34a, 11314 Tallinn, Estonia Registry code 70009764. 8.13.2. Other details to be included on the invoice: Contact person's name; Contract number; Reference number of the public procurement 272530; Quantity and name of the Goods/ type and time of rendered Services; European Peace Facility Agreement Number EPF/2022/27 8.14. The Buyer shall pay for the Goods or Services that were accepted by the Buyer and Beneficiary and comply with the terms of the Contract to the billing account set on the invoice within 28 days of receiving an invoice that complies with the terms of the Contract. The basis for issuing an invoice is a Delivery-Acceptance Act and/or delivery note that is signed by Buyer, Beneficiary and Seller. 8.15. The Buyer shall not accept an invoice, which does not comply with the terms of the Contract. In such an event, the Seller shall Issue a new invoice within seven working days. 6/13  8.16. For a Seller registered in the Republic of Estonia, prior to finalizing a payment, which is 10 000 Euros with VAT or more, the Buyer shall check for the absence of tax arrears via the Tax and Customs Board website. In the event of a tax arrear of 10 000 Euros or more, the Buyer shall inform the Tax and Customs Board of the invoice that is due for payment. 9. Force Majeure 9.1. Breach of contractual obligations is excusable, if the Party was in breach of obligations due to force majeure. Under force majeure, the Parties deem circumstances, which the Party that was in breach of obligation could not influence, and on the grounds of the prudent person principle the Party could not have been expected to take that circumstance into account during the performance of the Contract or avoid it or overcome the hindrance or its consequence, e g. natural disasters, power failures, hostilities, blockades. The Parties do not deem the inability of the Seller's third party contractual partner to perform the Contract as force majeure. 9.2. If any circumstance that applies to the conditions of force majeure incurred the non­ performance of the Contract within a deadline stipulated in the Contract or its annexes and its effect is temporary, the behaviour of the Party in breach of obligations is excusable only at a time when the force majeure inhibited the performance of the obligation. 9.3. Due to the event of a force majeure, the time limit for the performance of the contractual obligation shall be postponed, but for no more than 90 calendar days, unless the Parties have agreed otherwise. 9.4. The Party who cannot perform their obligations due to force majeure must promptly notify the other Party of the arisen circumstance and its conclusion. Failure to notify or failure to notify timely removes from the Party the right to refer to the excusability of the breach, i.e. the emergence of the force majeure, and the Party who was in breach of obligation to notify is responsible for the breach of contractual obligations, according to the stipulations of this Contract. 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 Contract, by submitting a corresponding termination o f/ withdrawal from the Contract to the other Party. 9.6. Circumstances arising from the COVID-19 pandemic shall not be deemed as force majeure. In the event that new unforeseen restrictions are implemented after the conclusion of the Contract, which are related to the COVID-19 pandemic and prohibit or inhibit the performance of the Contract, they may be deemed as force majeure. 9.7. Effects on the obligation of delivering Goods or providing Services arising from the restrictions on import from the Russian Federation and Republic of Belarus shall not be deemed as force majeure by the Parties, provided that these circumstances were present at the moment of conclusion of the Contract. 10. Warranty Obligation 10.1. With this Contract, the Seller grants a 24 month warranty for the Goods. 10.2. Warranty applies from the moment the Delivery-Acceptance Act of the Goods has been signed by the Buyer, Beneficiary and the Seller. 10.3. In the event that the manufacturer's warranty for Goods is in any way more favourable towards the Beneficiary (e.g. in terms of time) than the warranty obligation stipulated in the Contract, the Seller is obligated to provide the utilization of such warranty claim to the Beneficiary, if such a circumstance arises, under more favourable conditions towards the Beneficiary, which are derived from the manufacturer's warranty conditions. 7/13  10.4. Warranty covers all deficiencies that become evident during the warranty period, all the while taking into account normal wear and tear for Goods. 10.5. The Beneficiary is obligated to inform the Seller about deficiencies regarding ordered Goods to the Seller's e-mail address. 10.6. The Seller is obligated to replace the defective Goods free of charge within 90 calendar days, starting from the moment that the Beneficiary's corresponding and justified warranty claim was received. With the Beneficiary's written consent, this period may be longer. 10.7. The Seller covers all costs relevant to the replacement of defective Goods. 10.8. Goods replaced during the warranty period shall be given a new warranty that has the same duration as the original Goods. 11. Confidentiality and Security Requirements 11.1. Under confidential information, the Parties deem information, personal details, security details and documents that are clearly marked for internal use only, that become available during the performance of the Contract, and other information, whose disclosure might damage the interests of the Party. Confidential information does not include information whose obligation of disclosure derives from legislation, on the condition that such a disclosure is performed in the most restricted way possible from all possible options. 11.2. Parties agree not to disclose the other Party's confidential information neither during the duration of the Contract nor later without the other Party's written agreement. Parties shall protect the confidentiality of the information that was made known to them during the performance of the Contract. 11.3. The Seller agrees not to use any documents or information that pertains to the Contract without the Buyer's, Beneficiary's or Consignee's written agreement, except in cases which are necessary to perform the contract. All documents except the Contract are property of the Buyer and at the Buyer's Beneficiary's or Consignee's demand, the Seller is obligated to return them after the expiry of the Contract. 11.4. Disclosure of information to any third parties that is for internal use only is prohibited. 11.5. If the Seller needs to enter the territory of the Beneficiary, the applicable security requirements will be sent alongside the Contract, if necessary. 11.6. In the event that the Seller employs subcontractors at the aforementioned premises, they must previously be coordinated with the Beneficiary in writing and all security conditions stipulated in the Contract apply to them as well. Responsibility for the performance of security conditions by the subcontractors rests on the Seller. 11.7. Notices relating to the subject of the Contract or its performance that are directed towards the general public, including press releases, referring to the Buyer or Beneficiary in an advertisement or Internet publication, is allowed only with the Buyer's or Beneficiary's consent by any means capable of producing a written record. 12. Intellectual Property Rights In the event that the Goods or a part of them (incl. relevant information) are protected by intellectual property rights, the Seller shall grant to the Buyer a global irrevocable royalty- free license in accordance with the Copyright Law, which is valid until the term of protection of copyright. The license shall be deemed to be transferred from the moment that the Goods or a part of them (incl. relevant information) have been transferred. The terms for transfer and utilization of intellectual property rights can be agreed upon otherwise in the corresponding public contract. 8/13 13. Liability 13.1. In the event of improper performance or non-performance of contractual obligations. Parties shall accept responsibilities with regard to the other, in accordance with the terms of the Contract and valid legislation. 13.2. Ownership of Goods and the risk of loss of, or damage to, the Goods are transferred from the Seiler to the Beneficiary generally at the appropriate delivery of Goods, unless agreed otherwise. 13.3. The Seller is responsible for the non-compliance of Goods (deficiencies) to the terms of the Contract, if the non-compliance exists during the transfer of risk of loss of, or damage to, the Goods to the Beneficiary and if the non-compliance of Goods to the terms of the Contract is discovered (i.e it was not possible to discover the deficiencies during normal inspection, so- called hidden deficiencies) after the said risk was transferred to the Beneficiary. 13.4. In the event that the Seller performs the Contract improperly, the Buyer and Beneficiary have the right to refuse the acceptance of Goods or rendered Services and the obligation of payment per purchase price, and issue to the Seller a claim to perform the obligation in accordance with the contract after the discovery of the breach of obligation, by giving the Seller a reasonable time limit to perform the contract. Until the proper delivery of Goods or provision of Services to the Beneficiary, the Seller is deemed late with delivery. 13.5. Goods do not comply with the terms of the contract inter alia if the Goods do not have the agreed-upon attributes, the Goods cannot be utilized for their intended purpose, a third party has claims to the Goods or other claims that they can issue or the Goods have not been packaged in accordance with the terms of the contract or the delivery-acceptance act is absent. 13.6. The Beneficiary is obligated to inform the Seller in writing about the non-compliance of the Goods or Services (incl. deficit with the Goods) within 14 days, if the Beneficiary discovered the non-compliance of the Goods or Services to the terms of the Contract. In said notice, the Beneficiary is obligated to claim performance of the obligation, by giving a reasonable time limit to the Seller for the duly performance of the obligation, which generally cannot be longer than 60 days. 13.7. In the event that the Beneficiary does not inform the Seller about deficiencies with the Goods or Services within the time limit stipulated in the Contract after the discovery of the deficiencies, the Seller is free from responsibility from the deficiencies with the Goods or Services, except in cases when not informing the other Party of deficiencies was reasonably excusable. 13.8. If the Goods delivered or Services rendered to the Beneficiary are not in compliance with the terms of the Contract, the Beneficiary has the right to demand from the Seller the replacement of non-compliant Goods with Goods that are in accordance with the terms of the Contract or the second provision of Services that is in compliance with the terms of the Contract. 13.9. If the Goods have not been delivered or Services have not been rendered by the set time limit, the Buyer has the right to claim a contractual penalty of up to 0.25% per day of the Goods not delivered or Services not rendered on time for every calendar day due, but no more than 50% of the cost of the contract. 13.10. Seller shall pay to Buyer for shortcomings/inconsistencies of the Goods, which are irreparable or have not been repaired within the reasonable period set by the Buyer or Beneficiary, a contractual penalty in the amount of 5% of the price of the Goods delivered improperly. 13.11. If the Contract is terminated due to the fault of the Seller (including the cases when the Contract terminated on Seller's own initiative), Seller shall pay to Buyer a contractual penalty in the amount of 10% of the initial Contract price. 9/13  13.12. Seller shall pay to Beneficiary for failure to provide warranty services according to Clause 10 of the Contract 5% of the value of particular Good. 13.13. If during the performance of the Contract, it is established that the Seller, its subcontractors, the economic entities whose capacities are relied upon, or persons controlling them, or the Goods supplied by the Seller (including their components and manufacturers of goods and parts thereof) pose a threat to the national security of the Beneficiary state and/or satisfies at least one of the prohibited conditions provided for in the Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine, including amendments made by Council Regulation (EU) 2022/576 of 8 April 2022 amending Regulation (EU) No 833/2014, Council Regulation (EU) No 269/2014 of 17 March 2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine, including amendments made by Council Implementing Regulation (EU) 2022/581 of 8 April 2022, a fine shall be applied 10% of the initial Contract price, indicated in Clause 8.1 of the Contract. 13.14. In addition to terminating the Contract or withdrawing from it, Parties have the right to claim a contractual penalty, compensation for damage and use other legal remedies for a significant breach of the Contract. 13.15. If the Seller is In breach of any other contractual obligations beside on-time delivery or on- time provision of Services, the Buyer has the right to claim a contractual penalty of up to 10% of the total cost of the Goods or Services. 13.16. If a Party is in breach of a confidentiality obligation, the other 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 Buyer delays payment of the invoice, the Seller has the right to claim from the Buyer default interest stipulated in the Law of Obligations § 113 subsection 1 for the sum unpaid by the time limit per day for every calendar day overdue, on the condition that the Buyer has been informed of the default interest within 30 days since Its occurrence. The total sum of the default interest shall not exceed 10% of the sum overdue. 13.18. Contractual penalties are to ensure the performance of the agreed-upon obligation, not to replace the performance of the obligation. Claiming a contractual penalty does not remove from the Buyer the right to claim compensation of damages relevant to the breach of Contract. 13.19. The right of claim of contractual penalties is 180 days from the discovery of the corresponding breach. 13.20. Contractual penalties and default interests are paid within 28 working days, starting from the reception of the corresponding claim. The Buyer has the right to deduct the sums of claims of the contractual penalties and sums of compensations from the amounts to be paid to the Buyer. 13.21. In the event that the Seller does not start to perform the Contract, the Buyer has the right to claim compensation of damages within the range of difference in cost between the Seller's tender and the second tenderer's tender. 13.22. If there is a deficit in the quantity of the Goods, the Beneficiary is entitled to accept the given Goods and issue a claim to the Seller to deliver the missing quantity of the Goods to a delivery point designated by the Beneficiary at the Seller's expense. 14. Grounds for Termination of Contract 14.1. Upon termination of or withdrawal from the Contract, the Buyer shall grant the Seller a reasonable time limit for performing the Contract, which generally cannot be longer than 30 days. The time limit provided for the performance of the Contract does not exempt the Party from the liability for breach of obligations. 10/13  14.2. The Buyer is not obligated to grant the Seller a time limit for performing the Contract upon the termination of / withdrawal from the Contract in the event of a significant breach of Contract. In such an event, the Buyer shall submit to the Seller an application for termination of / withdrawal from the Contract within a reasonable time limit, starting from the moment the significant breach of Contract became apparent. The termination of / withdrawal from of the Contract is deemed to have been finalized when the application for termination of / withdrawal from the contract has been received by the Seller. 14.3. Upon expiry of the additional time limit given for the performance of the Contract, the Buyer can submit to the Seller a written application for the termination of / withdrawal from the Contract. The Contract is deemed to be terminated / withdrawn from at the moment of the application’s reception by the Seller. An application for the termination of / withdrawal from the Contract is not necessary, if upon previously granting an additional time limit, the Buyer has informed the Seller in writing about the termination of / withdrawal from the Contract in the event of an unperformed contractual obligation during the given time limit. In such an event, the Contract shall be terminated upon the passing of the time limit provided by the Buyer for the performance of the Contract and on the condition that the Seller has not offered proper performance of the Contract to the Buyer. 14.4. Both Parties have the right to terminate or withdraw from the Contract, if the other Party is in significant breach of contractual obligations (significant breach of contract). Significant breaches of Contract include inter alia: 14.4.1. one Party is in breach of contractual obligations wilfully or due to severe negligence; 14.4.2. the Seller has not performed their obligations during the additional time limit given by the Buyer; 14.4.3. the Seller has notified the Buyer about their refusal to perform the Contract; 14.4.4. the Seller has submitted false information or forged information; 14.4.5. one Party is in breach of the obligation of confidentiality; 14.4.5. the breach of obligation gives one Party reasonable cause to presume that the other Party will not be performing their obligations in the future; 14.4.7. the Seller has infringements of the law with the sale of the item of the Contract or provision of Services; 14.4.8. the Seller's licenses for the performance of the Contract expire and the Seller does not extend them or the extension of the licenses is not possible for circumstances independent of the Seller; 14.4.9. the Seller has been in breach of contractual conditions more than three times. 14.5. The Buyer has the right to terminate the Contract under extraordinary circumstances, if a bankruptcy order or process of liquidation has been initiated towards the Seller. 14.6. The Buyer has the right to terminate or withdraw from the contract at any time, by informing the Seller at least 30 calendar days beforehand. 14.7. Parties have the right to terminate the Contract at any time with Parties' written consent. 14.8. In the event of terminating the Contract, the Parties are not obligated to perform the Contract. In the event of a termination of / withdrawal from the Contract, Parties are obligated to return to the other Parties everything that has been already delivered for the time following the termination of the Contract, in accordance with the Law of Obligations Act. 15. Contact Persons 15.1. The Buyer's contact person is the corresponding category manager, who at the time of the conclusion of this Contract is Category Manager Kristo Raud (phone number +372 5388 3440, e-mail address kristo.raud(a>ecdi.eel. 11/13  15.2. The Seller's contact person for contractual matters is Prilt Prints {phone number +372 5017 304, e-mail address [email protected] and for matters related to the performace of the Contract is Marek Rlhe (phone number +372 512 7134, e-mail address [email protected]). 15.3. The Beneficiary's contact person for contractual matters is colonel Sergiu VOINU (phone number +373 22252110, e-mail address [email protected]) and for matters related to the performace of the Contract is Aurel Vleju (phone number +373 2225 2301, e-mail address [email protected]). 15.4. The Consignee’s contact person for contractual matters is colonel Gheorghe TURCANU (phone number +373 2225 2325, e-mail address [email protected]) and for matters related to the performace of the Contract is Sergiu Zabolotnli (phone number + 373 7969 6532, e-mail address [email protected]). 15.5. All notices which do not have legal consequences shall be issued via e-mail and must be addressed to the contractual persons of Contact, unless agreed otherwise in the Contract. 15.6. Notices sent by the Parties to each other shall be prepared in English and sent to the Contact persons by e-mail. 15.7. In the event of changes to Contact persons or other information, the corresponding Party shall inform the other Party of such changes promptly via e-mail. This notice shall not be deemed as amendment to the Contract. 16. Final Provisions 16.1. This Contract is concluded by e-mail, exchanging scanned versions of the Contract with the physical signatures. 16.2. Scanned versions of the Contract with the physical signatures will be exchanged via e-mails indicated in Clause 15 of the Contract. 16.3. The Contract enters into force on the date of its signing by all Parties. 16.4. Parties agree that they shall receive a copy of the Contract with the original signatures within one month from the moment the need was expressed. 16.5. Scanned copies of the Contract signed by all Parties shall have full legal force prior to the exchange of the originals of the Contract, give rise to rights and obligations for the Parties, and may not be disputed by the Party on whose behalf they were signed and sent. 16.6. if the person authorized to sign such agreements changes, before the Parties exchange the originals of the Contract, the original of the Contract shall be signed, containing the original physical signature of the changed person authorized to sign such agreements, and reproduces by scanning signatures of persons authorized to sign such agreements along with their scanned signatures. The Contract signed in this way is considered by the Parties to be the original of the Contract, which is kept by the Beneficiary. 16.7. In cases when it is established that the Seller, its subcontractors, the economic entities whose capacities are relied upon, or persons controlling them, or Goods poses threat for national security of the Beneficiary state, the Seller is recognized as not meeting the requirements set out in the Terms of low-value purchase regarding national security, therefore further Contract signing procedures with this Seller are terminated. 16.8. Language used to perform the contract is English. 16.9. For the performance of this contract and disputes arising from the contract, legislation of the Republic of Estonia is prevalent. 16.10. Parties have agreed to use all means necessary to settle differences between one another through negotiations. In the event of not reaching an agreement, the dispute shall be settled in accordance with the legislation of the Republic of Estonia at the Harju District Court. 16.11. The invalidity of a single provision of the Contract does not bring about the invalidity of the entire Contract or other provisions. 12/13  16.12. Neither Party has the right to transfer their contractual rights and obligations to third parties without a written consent of the other Parties. 16.13. Amending the concluded Contract can be agreed upon on the grounds and extent of the Estonian Public Procurement Act. 16.14. Amendments to the Contract are valid if they have been formalized in writing. Not following the written format requirement deems any amendments to the Contract void. All amendments to the Contract shall enter into force upon signature by all Parties or upon the time limit stipulated by the Parties. 16.15. Notifications of legal effect between the Parties must be submitted in writing or via e-mail with signatures from the respective Party. A written notice shall be deemed to have been received inter alia if it has been sent by registered mail to the address specified in the Contract and 5 working days have passed since the notice was mailed. When sending the notice via e-mail, the notice is be deemed to have been received on the working day after the notice was sent. 16.16. The Contract is drawn up in Estonian and English. In the case of a difference in translation, the English version prevails. 17. Annexes Annex 1. Appendix. European Peace Facility (EPF) requirements on the eligibility and origin of military equipment on the Common Military List of the European Union. Annex 2. Technical Description and Scope of Supply (Tender of the Seller). Annex 3. Security Requirements (if necessary). Seller Signature/Date Signature/Date Magnus-Valdemar Saar Priit Prints Director General Management Board Member l3 .0 Z .2 0 2 i /ST. 0 2 . 1 02*/ Colonel Colonel 13/13  Ref. Ares(2023)52862S4 - 31 /07/2023 Appendix European Peace Facility (EPF) requirements on the eligibility and origin of military equipment on the Common M ilitary List of the European Union (applicable to assistance measures adopted after IS November 2022) ( ’) In accordance with Articles 7.1.12, 7.1.8 and 7.1.10 of the enclosed Special Conditions of the EPF Contribution Agreement: a. Rules of nationality: For the purchase o f items on the Common Military List of the European Union (2) eligibility shall be restricted. With reference to Article 20.1 o f the General Conditions, participation in procurement procedures shall always be open to international organisations as well as to organisations and companies established in EU Member States, Albania, Bosnia and Herzegovina, Georgia, Iceland, Kosovo**, Liechtenstein, Moldova, Montenegro, North Macedonia, Norway, Serbia, and Ukraine (*)■ In addition, if the eligibility rules of the contracting Organisation allow it, participation may also be open to organisations and companies from any of the following countries: Aruba, Canada, Chile, Hong Kong Special Administrative Region of the People’s Republic o f China, Israel, Japan, Mexico, Singapore, South Korea, Switzerland, Taiwan, the United Kingdom, the United States of America (4). b. Rules of origin: With reference to Article 20.1 o f the General Conditions, items on the Common Military List of the European Union may not originate (5) from countries other than those listed under point (a) above (s). ( 1) Rules for the implementation o f revenue and expenditure financed under the Facility (WK 8984/2021 INIT, as amended by WK 17213/2022), entered into force on 30 November 2022, available a t hllos://www.consilium.europa.eu/media/60848/epf-new-iniplementinp-rules.pdf (2) Common Military List o f the European Union adopted by the Council on 20 February 2023, Council Notice (CFSP) 2023/C 72/02 (OJ C 72, 28.2.2023, p. 2-37). * This designation is without prejudice to positions on status, and is in line with UNSCR 1244(1999) and the ICJ Opinion on the Kosovo declaration o f independence. O As per Article 50(1) third sub-paragraph o f Book 3 o f the EPF Implementing Rules. (4) As per Article 50(2) o f Book 3 o f the EPF Implementing Rules. (5) In accordance with Article 50a, paragraph 2 of Book 3 o f the EPF Implementing Rules, items shall be considered as originating in the country where they were wholly obtained, or in which they underwent their last, substantial, economically-justified processing or reworking, resulting in the manufacture o f a new product or representing an important stage o f manufacture. Commission eurDpCenne/Europeso Commlssle, 1049 Bruxelles/Brussel, BELGIQUE/BELGlE - Tel. +32 22991111  c. Docum entation: For the purchase of items on the Common Military List o f the European Union, documentation related to the nationality of sub-contractors as well as to the origin of items is subject to the archiving obligations under Article 15.1 of the General Conditions. Should the Organisation deem that the above rules of nationality and origin concerning the procurement of items on the EU Common Military List would not allow the objectives of the action to be achieved, it shall notify the Contracting Authority in advance and send a request for derogation containing the following detailed information: - The nature o f the circumstances that would require a derogation from the rules of nationality and/or origin under points (a) and (b) above; - The way in which the participation o f organisations or companies from country/ countries (to be clearly identified) other than the ones listed above and/or the procurement of items originating in country/countries (to be clearly identified) other than the ones listed above would ensure the effective implementation o f the assistance measure; - The estimated duration of the derogation(s) to the rule of nationality and/or to the rule of origin needed for the achievement of the objectives of the action. The request will be assessed in accordance with Articles 50(2) and 50(a) of Book 3 of the EPF Implementing Rules. The Contracting Authority, where appropriate, will submit it to the EPF Committee for prior consent and will inform the Organisation o f the outcome without delay. IMPORTANT: The above rules of nationality and origin for items on the Common Military List of the European Union shall also apply to sub-contractors, as well as to the origin of the items on the Common Military List of the European Union that may be procured by a grant beneficiary, as prescribed by Article 7.1.8 of the Special Conditions. (s) As per Article 50a(l) o f Book 3 of the EPF Implementing Rules. 2  TEC H N IC A L DESCRIPTION A N D SCOPE O F SUPPLY Annex 2. To the Public Contract ..Fuel pumps" (reference number 272530) Name of the tenderer Stoklwr AS Registry code of the tenderer 30265452 DIRECTIVE 2014/34/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 26 February 2014 on the harm onisation of the tews of the Member States _______ ___ relating to equipm ent end protective system s Intended for use In potentially explosive atmosphere* (recast)________ _____ no. Description d«soir-i on o f foods 1 Place of use electrical fuel transfer pump Eto ctricIfilrttu n sfM -a o raiJ R w rtc lfu a i tr»raf«riKim p Electrical fuel transfer pump i connected on connected cm 2 Placement between hoses/ lines between hosas/lines [drum dram 3 u®m fe Diesel, ^isofine, karortne Dfoael. gspsUne. kcroilne 4 ntafce port, nun 1* 1" 13* £ 5 Outlet port. rNn 1" i" it* 1* 6 Minimal suction height without non-return valve 1500 mm 1500m m 1500 mm 1500 mm 7 Minimal flow rate 501/min 501/mln »V m ir» 501/min 8 Minimal dutydde 30 min 30 nun [30 min 30 min 9 Current (supply) A C 230V 50-60 HZ DC 12 V AC 230V 50-60 Hz DC 12V 10 Filter to remove water and solids from fuel Yes Yes Yes Yes 11 Option to add volume meter, accuracy 1% Yes Yes Yes Yes 12 Connections W ith flanges or threaded connection With flanges or threaded connection With flanges o r threaded connection W ith flanges or threaded connection 13 Shaft Steal Steel Steal Steel 14 Rotor and body Metal Metal Metal Metal 15 On o ff switch Yes Yes Yes Yes 16 Com pliant with the ATEX directive Yes ires Yes Yes 17 Telescopic tube for drum No * > ...... . .......... ....... Yes, min 1100 mm Yes, min 1100 mm 18 Nozzle with delivery hose (min 5 m) Option to add Option to add Yes, automatic Yes, autom atic 19 Tem peratune and overtsad protection Yes Ye* fu Yes 20 Quantity 5 > > l Pump, suction pipe, mater, filter, Pump, suction pipe, m eter, fitter, 21 Set Pure ;*vtth fitter Pump vith Mter delivery hose, nozzle delivery hose, nozzle Cos! of one (1) set Hi EUft 385,00 mm m ,o c mm Coat o f five pi) sets In EUR 1945.00 1*45.00 3m oo 4045,00 Separately priced components 21 Volume meter 214.00 214,00 214,00 214.00 22 Non-return valve with suction hose (2m) 85.00 85,00 85,00 85,00 23 Filter to remove water and soRds from fuel 122.00 122.00 122.00 122 00 24 feieftcopte tube for drain* 2100 21.66 21.00 21.00 25 Refueling nozzle, automatic with hose (min 5 ml 163.00 16X00 163.00 16300 26 Pum p shaft 389.00 ______ » ’ •«>.......... ... 389.00 369,00 27 Purr p material: metal ___ __ 72.00 72.00 7IJ30 Ttxncojt of separately priced components 10*6J*Q 1066,00 itmm Total east o f » sets o f fuel pumps (cells (3 2 , 1*32, E32. F32] In EUR (« d . VAT): i l 810.90 Total transport cost* of 2d sa lt of fuel pumps In EUR feud. VAT): Total cost In EUR (exd. VAT) to be entered Into the Procurement Reg!star. ’ 20 sets o f fuel pumps m ast be delivered to the following address: Headquarters Regiment, Strada Pietrarilor IQ . Chisinau. ftS»M lC.Pf Moldova The tenderer fHis in *11the YELLOW calls and enters the value ofth* GREEN cell Into the Award Criteria form in the Procurement Register. AD the prices should be excl. VAT nnd e maximum of 2 digits after comma. Otherwise, any modifying of this form rs prohibited. This tender form is drawn up in Estonian and in English, in the case of a difference In translation, the Estonian version prevails.