Al' g evidenční číslo smlouvy ŘLP ČR, s.p.:202/2017/ S/176 No S e Iler : xxxx, 6855/2017/RLPCR IlI l IllllllllllllllllllIIIIlll I *3.44 0.. Air Navigation of the Czech Services Republic NTP servers" (hereinafter referred to as the ") concluded pursuant to Section 2079 et seq. of the Act. No. 89/2012 Coll., the Civil Code (hereinafter referred to as the Civil Code ), Article 1 Parties Air Navigation Services of the Czech Republic (ANS CR), A state enterprise incorporated under the laws of the Czech Republic, having its registered office at: Navigační 787, 252 61 Jeneč, Czech Republic, Company Identification Number: 49710371 VAT Identification Number: CZ49710371 IBAN: XXXXXXXXXXXXXXXXXXXXXXXX SWIFT code: XXXXXXXX Registered in the Commercial Register administered by the Municipal Court in Prague, under Ref. No.: Section A, Insert 10771, Represented by: XXX XXXX XXXXXX XXXXXXXX XX XXX XXXXXXXX XXX XXXXXXXXXXX XXXXXXXX (hereinafter referred to as the Buyer ) and TR instruments spol. s r.o., a company incorporated under the laws of Czech Republic, having its registered office at Kameníčkova 28, 616 00, Brno Registered in the Companies' Register administered by regional court in Brno, under Ref. No.: Section C, Insert 22049 Represented by: XXXX XXXX XXXXXXXX XXXXXXXX XXXXXXXX Bank account number: XXXXXXXXXXXXXXX XXXXX XXXX XXXX XXXX XXXX XXXX XXXX SWIFT code: XXXX XX XX VAT Identification Number: CZ15530779 Company Identification Number: 15530779 (hereinafter referred to as the "Seller ) each individually referred to as a Party or collectively as the Parties Page 1 z7
. evidenční číslo smlouvy ŘLP ČR, s.p.:202/2017/ S/176 ' No Seller : xxxx, Article 2 Subject Matter 2.1. Under this and subject to the terms and conditions set forth hereinthe Seller undertakes to deliver the Buyer NTP servers specified in Annex No. 1 to this (hereinafter referred to as "the Supply") and to enable the Buyer to acquire the ownership to the Supply, The Seller undertakes to provide the Buyer with all the documentation related to the Supply. Annex No.1 is an integral part of this and contains Technical Specifications for Procurement and price calculation. 2.2. The Buyer hereby undertakes to pay the Seller for the Supply under the terms and conditions defined hereafter. The Price of the Supply is given in Article 3 of this. 2.3 The Supply shall be delivered in requested quantity and shall have the characteristics and quality as given in Annex No. 1. 2.4 Delivery: The Seller shall deliver the Supply, at its own expense, to ANS CR. The Parties have mutually agreed that the ownership to the Supply transfers by this from the Seller to a Buyer on the day when the Supply is delivered. Article 3 Price of the Supply and Payment Terms 3.1. The total contractual price is fixed according to the Price Act No. 526/1990 Coll., as amended. The total contractual price of the Supply covers all items/activities described in Annex No.1 to this and excludes VAT. The total contractual price of the Supply is 50 485,- Euro excluding VAT. 50 485,- (in words: fiftythousandfourhundredeightyfive) 3.2. The total contractual price as stated in article 3.1 covers all costs, charges, duties and all other expenses related to the performance of this Supply and covers all other services, rights and delivery provided by the Seller. Any change of the total contractual price has to be performed by a written addendum concluded by both Parties in compliance with the Public Procurement Act No. 134/2016 Coll., as amended. 3.3. The payment to the Seller under this shall be made in EUR free of any bank charges, in favour of the Seller to its bank account which is specified in the heading of this. 3.4. The Seller has the right to issue an invoice after the Supply is delivered. The invoice shall be sent to the Buyer's address given in the heading of this. The invoice shall be payable within thirty (30) days after receipt by the Buyer. The invoice shall be accompanied by the corresponding handover certificate. 3.5. The Buyer may return an invoice if it contains inaccurate or incomplete information or if the price is incorrect. Such return must be made by the due date of the invoice. ln such event, the Seller shall issue a new invoice or correct the original invoice and fix a new due date. Article 4 Date of delivery 4.1. The Parties have agreed that the Supply shall be delivered not later than + T0 6 weeks, whereas To is the date of announcement of the in the Register of s. One calendar week means successive 7 days. Page 2 z 7
evidenční číslo smlouvy ŘLP ČR, s.p.:202/2017/ S/176 Article 5 Place of delivery 5.1. The place of delivery of the Supply and the place of handover of the Supply to the Buyer is, ANS CR, (latcc Building), Navigační 787, 252 61 Jeneč, Czech Republic. Article 6 T axes 6.1. 6.2. 6.3. 6.4. 6.5. 6.6. The Buyer declares that it is a tax resident of the Czech Republic. The Seller declares that it is a tax resident of Czech Republic. The Buyer declares that it is registered as a VAT taxpayer in the Czech Republic under registration number CZ49710371. The Seller declares that it is registered as a VAT taxpayer in Czech Republic under registration number CZ15530779 The Buyer shall bear no responsibility for the performance of the Seller's obligations towards tax authorities of the Czech Republic. The contractual total price is a final price including all taxes (excluding VAT), duties and charges. Article 7 Warranty 7.1. 7.2 The Seller provides the Buyer three (3) years warranty period which commences on the day when the Supply is delivered. The Buyer announces any defects in writing on an e-mail address given in Article 13.5. The Buyer is obliged to report to the Seller any defect without unreasonable delay. During the warranty period the Seller shall warrant the NTP servers against malfunctions and/or defects introduced by the Buyer staff while performing preventive maintenance, as long as the Buyer staff follows the procedures and instructions for the work to be performed. lf the Buyer's staff follows the maintenance documentation and introduces or gives reasons for defects or malfunctions, such defects and malfunctions shall be covered completely and without additional costs for the Buyer by the Seller's Warranty support. 7.3 The entire costs for the repair of deficiencies falling under Warranty, including the cost related to the shipments, shall be carried by the Seller. 7.4. 7.5 During the Warranty period, the Seller shall provide a service and remedy any defects at his own expenses which are identified in any part of the NTP servers. if a defect of general nature objectively exists in other parts of the NTP servers than the one in which the defect was identified, the Seller shall then take the necessary actions to ensure that such defects also are remedied. 7.6 7.7 7.8 The Seller shall prepare a procedure for reporting defects from the Buyer to the Seller, ensuring that a defect is properly reported (by telephone, e-mail and a Seller's specialised on~line problem ticket reporting and management website, the method and rules chosen for reporting being appropriate for each defect severity). Such initial defect report (hereinafter referred to as bug report") shall not require diagnostics performed, nor the use of test software etc., but shall allow the Buyer to report observations done by the technicians in shift or, for the replay and investigation applications by non-technical staff. The Seller shall acknowledge the receipt of the bug report the next business day. 7.9 The Seller shall provide remedy information for the bug report within 5 business days. Remedy information means work-around, temporary or permanent configuration changes, advice to install a SW patch, an instruction that the Buyer should send the HW for factory repair, etc. Page 3 z 7
evidenční číslo smlouvy ŘLP ČR, s.p.:202/2017/ls/176 7.10 The Seller shall dispatch to the Buyer the repaired or swapped part of NTP server no longer than 30 calendar days after receipt of the faulty part of NTP server. 7.11 The Seller may use Buyer*s staff on site, if available, to perform diagnostics, repairs etc. 7.12 lf Buyer's staff is used by the Seller, the Seller shall support the staff with specialist knowledge as required. 7.13 The spare parts support shall be guaranteed for the life time of the NTP servers, which is not less than 7 years. 7.14 If, during the life time of the NTP servers specified in Annex No.1, a delivery of a particular type of spares is becoming difficult or if the manufacturing of such a spare part is stopped, the Seller shall in advance notify the Buyer. Such notification shall be accompanied by a proposal for suitable replacement of such spares, with other spares ensuring full supportability of the NTP servers and by a proposal for a life time buy allowing the Buyer to procure enough to cover the remaining life time of the NTP servers. 7.15 The Seller shall provide a Buyer with a technical assistance which shall include the Seller's ability to provide personnel with the necessary expertise and equipment for: 7.15.1 assistance for consultations of Buyer technical staff on duty, 7.15.2 fault correction as assistance to Buyer's staff. 7.16 No extra charges shall be paid during the warranty period for the technical assistance or swaprepair. The technical assistance availability shall be at least 6 hours a day in the range from 8:00 to 18:00 Central European Time during working days. Article 8 Delivery conditions 8.1. The Supply shall be delivered DDP ANS CR, Navigační 787, 252 61 Jeneč according to the International Chamber of Commerce lncoterms (2010 Edition). Article 9 Ownership right and risk of damage 9.1. The risk of damage to the Supply shall pass to the Buyer on DDP delivery as per lncoterms 2010 (2010 Edition). 9.2. The ownership right shall pass to the Buyer at the same date as DDP delivery. Article 10 ual penalties 10.1. lf the Seller fails, for reasons other than Force Majeure, to deliver the Supply in time for DDP delivery in accordance with the provisions of the agreed time schedule in Article 4 and/or falls to complete the performance of this within the term specified in Article 4 the, Buyer may claim from the Seller, a contractual penalty in the amount of zero point zero five percent (0.05 %) of the total contractual price of the Supply per full day of delay. 10.2. The cumulated amount of penalty which may be claimed by the Buyer shall not exceed 5 /o (five per cent) of the total contractual price of the Supply. lf the cumulative amount of a contractual penalty exceeds 5 % (five per cent) of the total contractual price of this, the Buyer shall have the right to terminate the by written notice. In such a case, termination shall become effective upon the receipt of the notice by a Seller. Page 4 z 7
evidenční číslo smlouvy ŘLP ČR, s.p.:202/2017/ S/176 10.3. ln case of any the Seller's delay the contractual penalty shall be paid upon the penalty invoice issued by the Buyer. The penalty invoice shall be due within thirty (30) days following the receipt of the invoice by the Seller. 10.4. ual penalties shall be paid regardless to any damage occurring to the other Party. Damages can be claimed independently. The right to claim damages remains unaffected. Article 11 Legal defects 11.1. The Seller represents that the Supply hereunder shall be delivered to the Buyer free of any legal defects, including defects under copyrights, patent or industrial rights of third parties. Seller shall indemnify the Buyer for all and any damage suffered as a result of any legal defects of the Supply. Article 12 Force Majeure 12.1.The Parties agreed that they are not Iiable for failing to meet all or some of the provisions hereunder, if such failure was caused by an event of force majeure. However, the Party affected by an event of force majeure shall perform its obligations hereunder as soon as the effects of an event of force majeure cease. All the terms hereunder shall be postponed for a period equal to the time when an event of force majeure lasted. The Party affected by an event of force majeure shall notify the other Party as soon as possible after any occurrence thereof. 12.2. Should force majeure consequences last provably for more than three months, any of the Parties hereto is entitled to withdraw from this and any Parties' claims shall be settled in a way not to cause undue benefit to any Party hereto. 12.3 Termination of this in accordance with the above will not effect the debts already payable between the Parties. Article 13 Other Provisions 13.1. By signing this the Seller acknowledges that it is not authorized to dísclose or disseminate any information which could affect the security of civil aviation, namely due to requirements for maintaining security in civil aviation resulting from the relevant legislation (in particular the lcao Annex No. 17) and imposing on air navigation service providers to take appropriate actions as a base to provide safeguarding of civil aviation against acts of unlawful interference. Particularly, the Seller shall not anyhow reproduce and redistribute any information acquired in connection with the performance thereof. 13.2. The Seller acknowledges that the Buyer is obliged to publish this and associated information and documents related to the performance under this pursuant to the Act No. 134/2016 Coll., on Public Procurement, as amended, Act. No. 340/2015 Coll., on the Register of s, as amended, and Act No. 106/1999 Coll., on Free Access to information, as amended. However, information relating to copyright in accordance with the Copyright Act and information under provisions of Section 504 and Section 1730 subs. 2 of the Civil Code will continue to be protected. Annex No. 1 will not be published for this reason.the obligations expressed in this provision shall remain binding on the Buyer even after the term or termination of this. Trade secret. Trade secret, within the sense of 504 of the Civil Code, means all information detailed in Annex No. 1 and for this reason the Annex No. 1 will neither be published nor provided according to Article 13.2 of this. 13.3 The headings used in this are for convenient reference only and cannot be used for interpreting the provisions of this. Page 5 z'l
Technical evidenční číslo smlouvy ŘLP ČR, s.p.:202/2017/ls/176 13.4 The Parties agreed in accordance with 558 Sec. 2 of the Civil Code that the contractual relationship established hereby excludes the application of business practices. 13.5 Communications All communications concerning Operational aspects of a shall be addressed to: On the part of ANS CR: On the part of TR instruments spol. s r.o.: Name: XXXXX XXXXX XXXXX XXX XXXXX Position: technician Position: Product manager Telephone: XXXX XXX XXXXXXX XXX XXX XXX XXXXXXXXXX XXXX XXX XXX XXXX XXX XXX XXX E-mail: XXXXXXXXXXXX XXXXXXX XXXXXXXXXXXXXXXXXXXXXXX 13.6 No change, alteration, modification or addition to this shall be valid unless made in writing and properly executed by the Parties hereto. Article 14 Assignment 14.1. Neither Party to this shall be entitled to assign or transfer any of its contractual rights or obligations to any third party without prior written approval from the other Party; such approval shall not be denied unreasonably. 14.2.The Seller shall be entitled to subcontract, under its responsibility, any part of this. Article 15 Settlement of disputes 15.1. Any dispute, controversy or claim arising out of or in connection with this, or the breach, termination or invalidity therefore, which cannot be settled by the Parties in a friendly manner, shall be finally settled under the appropriate court of the Czech Republic. The Parties agree that a court of Buyer's registered office shall be considered appropriate. 15.2. The language to be used in a trial and award shall be Czech. 15.3. This is governed by Czech law. Article 16 Final Provisions 16.1. This is made in four (4) original copies in English, each Party obtaining two copies. 16.2. The Parties agree with the content of this, and in witness of their free and serious will they have caused this to be executed by their duly authorized representatives. 16.3. This shall be valid upon Signature by the Buyer and the Seller and shall enter into force on the day when it is registered in the Register of s according to Act. No. 340/2015 Coll., on the Register of s, as amended. 16.4 The integral part of this is: Annex No.1 - specification for procurement and price calculation Page 6 z 7
.. evidenční číslo smlouvy ŘLP ČR, s.p.:202/2017/ls/176 16.5 Both Parties declare that regarding their own national regulations, they are fully entítled to sign the present. The Buyer: In Jenec on Z 7 '07' 2017 u,vwa Air Navigation Services pi the Czoch _ Republic (ANS CR) ANS Planning and Development Division Navigacni 787 Mľ. Petr F AJTL (1) - 252 61 Jenec, Czech Republic. Director ANS Planning and Development Division Air Navigation Services of the Czech Republic (ANS CR) The Seller: Ing. Jiří Kalvoda Managing director TR instruments spol. s r.0. Page 7 z7