Leping

Contract of purchase and sale No .... Estonian Consumer Protection and Technical Regulatory Authority , registry code 70003218, registered office at Endla 10a, Tallinn 10122, Estonia represented by the Director General Kristi Talving (hereinafter the B uyer ), and Rohde & Schwarz Danmark A/S , registry code DK13701806 , registered office at Lyskær 3D-1, Herlev, 2730, Denmark , represented by M anag ing Director Niels Frandsen (hereinafter the Seller ) , hereinafter referred to collectively as the Parties and separately as the Party , taking into account that: The B uyer organised the procurement ‘Suunamääraja antennide soetamine’ (hereinafter the P rocurement ) as a negotiated procedure without prior publication; In the procurement procedure, the B uyer declared the S eller's tender as successful by decision No 1-2/24-046 of 26.08.2024, have entered into the following contract of purchase and sale (hereinafter the C ontract ): Contract documents The contract documents comprise this C ontract , annexes to the C ontract and any amendments to the C ontract agreed upon after the signing of the C ontract , which form an integral part of the contract. At the time of signing, the C ontract includes the following annexes: Annex 1 — Buyer 's Procurement documents; Annex 2 — Seller's tender No 904161.1 of 14 . 08 . 2024 . Object of the contract The Seller sells and the B uyer buys the following items that comply with the terms of the contract (hereinafter the G oods ): Upg rade of direction finder receiver UMS 400 in accordance with clause A of the technical specification of Annex 1; Direction finding antenna for vehicle in accordance with clause B of the technical specification of Annex 1; Direction finding antenna for mast in accordance with clause C of the technical specification of Annex 1 . Purchase price and payment terms The total purchase price of the G oods is 249 937,38 euros ( excluding VAT ) . The S eller submits to the B uyer an invoice to [email protected] and cc to [email protected] in a PDF format . The invoice must indicate the C ontract number and the B uyer's contact person. The B uyer undertakes to pay the purchase price of the G oods by bank transfer to the bank account indicated on the invoice by the S eller . The term for payment can be no less than 21 (twenty-one) calendar days as of the submission of the invoice. The date of payment for the G oods is deemed to be the date the funds are received on the bank account as indicated on the S eller's invoice. The instrument of delivery and accept a nce signed by the Parties is the basis for submission of an invoice the Seller to the Buyer. Shipping and packaging of goods The S eller arranges the delivery of the G oods to the location indicated in clause 5.2. by means of transport provided by the S eller. The P arties apply the terms of delivery in accordance with the Incoterms 2020 standard: CIP (Endla 10a, Tallinn 10122, Harju County, Republic of Estonia). All costs related to the delivery and transportation of the G oods are borne by the S eller. The S eller must package the G oods in such a way as to ensure that the G oods arrive undamaged at the buyer’s destination. Each item to be delivered must be packaged separately. Each label on the packaging must bear at least the following details: name of the G oods; quantity and unit of the G oods; C ontract number. The box/package used for transport is marked separately. The label affixed to the box/package used for transport must bear at least the following details: names of the G oods; quantities and units of the G oods; weight/volume of packaging; C ontract number; the B uyer’s contact details and delivery address. Delivery of G oods The G oods are delivered by the S eller to the B uyer no later than 21 December 2024. The S eller delivers the G oods to the B uyer in full completeness all at once, partial delivery is permitted only with the B uyer's prior written consent. The S eller delivers the G oods at the B uyer's registered office at Endla 10a Tallinn, 10122. Together with the G oods, the S eller hands to the B uyer documentation accessory to the G oods (eg warranty documents, technical data, user manuals, licenses) in Estonian and/or English, on hard copy and/or in electronic form. In respect of the delivery of G oods, the P arties shall draw up an instrument of delivery and acceptance, which shall be signed by the contact persons of the P arties as indicated in clause 9. The said instrument must include at least the names, quantitie s and date of the delivery of the Goods . If the G oods do not comply with the terms of the C ontract, the B uyer is not obliged to accept the G oods or sign the instrument of delivery and acceptance. In case of refusal to accept the G oods, the B uyer must provide the S eller with a written justification within 5 (five) business days from the delivery of the G oods to the buyer. As of receipt of the written justification, the S eller undertakes to eliminate the deficiencies within a reasonable period of time indicated by the B uyer in the written justification and arrange for the delivery of the G oods and related documentation in accordance with the C ontract. If the S eller refuses to bring the defective or otherwise non-compliant G oods into compliance with the Contract, the B uyer has the right to reduce the purchase price of the G oods to the extent of the non-compliance , or to order the G oods to be brought into compliance from a third party at the S eller's expense. In case of returning non-compliant G oods to the S eller, the B uyer gives the S eller a reasonable period of time to deliver the new G oods. Ownership rights to the G oods pass from the S eller to the B uyer upon the instrument of delivery and acceptance being signed by both P arties. Until the transfer of possession of the G oods to the B uyer, the risk of accidental loss and damage is borne by the S eller. Warranty and complaint filing procedure The S eller is responsible for carrying out warranty maintenance. The S eller confirms that the G oods comply with the requirements specified in the C ontract, the annexes to the C ontract and the legislation established in relation thereto, international standards and quality requirements. Upon occurrence of a warranty incident, the B uyer's contact person notifies the S eller's contact person about the incident, describing the nature of the failure and sending an error message by email. The S eller is obliged to identify the cause of the failure within 10 (ten) business days from the receipt of the error message and notify the B uyer's contact person by email with information on how and within what time period the failure will be eliminated. The S eller is obliged to eliminate the failure within 20 (twenty) business days from the detection of the failure, except in exceptional cases of a warranty incident of vast scope. The warranty extends to the mechanical, electronic and software parts of the G oods. The warranty applies to the G oods for at least 1 (one) year from the day following the day of signing the instrument of delivery and acceptance of the goods. The response time to failures is the business day following the submission of the error message (NBD). During the period of validity of the warranty, the following criteria are used to determine the non-compliance of the quality of the G oods: there are defects or errors in the material or workmanship of the G oods; the G oods are unfit for the purpose for which they are usually used. The B uyer has the right to file claims regarding the quality and deficiencies of the G oods during the validity of the warranty. If, during the period of validity of the warranty, a non-compliance or deficiency in the G oods is detected, the S eller is obliged to replace the G oods with compliant ones or eliminate the deficiencies of the G oods free of charge. The warranty does not apply to damage caused to the G oods by improper storage or use of the G oods. If during the validity of the warranty there is a need to deliver the G oods in the possession of the S eller, the manufacturer , or the person repairing the failure for repair or inspection, all related transportation costs will be borne by the S eller. If the S eller repairs the deficiencies of the G oods or exchanges non-compliant G oods free of charge during the warranty period, the warranty period specified in clause 6.5 will be applied to the repaired deficiency or replaced G oods as from the repairing of the deficiency or replacement of the G oods. Confidentiality and the processing of personal data The P arties are obliged not to disclose confidential information concerning each other or obtained during the performance of the C ontract during the validity of the C ontract and for an indefinite period after the termination of the C ontract. The P arties consider as confidential information any information given to each other, including trade secrets, intellectual property, personal data that is not generally available to third parties, as well as information they have received from third parties when the P arty knows or should know that the information is confidential. In case of doubt, confidentiality of information is assumed. The P arties do not consider information disclosed prior to its provision to the other P arty or disclosed independently of the P arties, unless the P arty can prevent disclosure, as confidential information. The P arties undertake to use confidential information only during the validity of the C ontract and in accordance with the provisions of the C ontract . While handling personal data, the P arties act in accordance with the General Data Protection Regulation and the Personal Data Protection Act. Any data relating to an identified or identifiable natural person, irrespective of the form or format of such data are considered by the P arties as personal data. The P arties undertake to apply appropriate information security measures, including measures to ensure the security of personal data provided for in Article 32 of the General Data Protection Regulation, in order to ensure the protection of confidential information. Liability Direct proprietary damage caused to the other P arty by non-performance or improper performance of obligations under the C ontract are compensated by the P arty who caused the damage , at the demand of the other P arty. The limitation of liability does not apply to compensation for damage caused intentionally or as a result of gross negligence. If the S eller does not deliver the G oods by the deadline set out in clause 5.1, the B uyer has the right to claim from the S eller contractual penalty at a rate of 0.25 (zero point twenty-five) % of the amount specified in clause 3.1 of the C ontract for each delayed calendar day, but not more than 10 (ten) % of the amount specified in clause 3.1 per violation. In case of delay in the performance of financial obligations under the C ontract, the P arty has the right to claim default interest from the defaulting party at a rate of 0.15% per day of the amount not paid on time for each day of delay. If a P arty is in breach of an obligation arising from clause 6 and/or 7 of the C ontract, the other P arty has the right to claim from that P arty a contractual penalty of 5,000 euros for each breach. If the S eller is in breach of other obligations under the C ontract, the B uyer has the right to file a claim for elimination of the breach, giving the S eller a reasonable period of time to eliminate the breach. If the S eller does not eliminate the breach and the consequences thereof within the period given by the B uyer, the B uyer has the right to claim from the S ell e r a contractual penalty at a rate of up to 5 (five ) % of the amount specified in clause 3.1 per each breach. Claiming of contractual penalty does not exclude the B uyer's right to use other legal remedies provided for by law. The Buyer has the right, among other things, to demand from the S eller the performance of the C ontract and/or compensation for damage that was not covered by the contractual penalty. Payment of the contractual penalty and compensation for damages do not exempt the S eller from further performance of their contractual obligations. A contractual penalty claim or a notice of intention to file a contractual penalty claim must be submitted within 2 weeks of the discovery of the breach of the obligation. Contractual penalties and penalties for late payment must be paid within 14 days of receipt of the corresponding claim. Contact persons of the parties and exchange of information The B uyer's contact person in contract-related matters, who additionally has the right to sign the instruments of delivery and acceptance, is: Erko Kulu, phone: +372 6672120, email: [email protected]. The S eller's contact person in contract-related matters, who additionally has the right to sign the instruments of delivery and acceptance, is: Margo Fingling , phone +372 56904423 , email: [email protected]. Notices of informative nature can be communicated by telephone. If the notice or the transmission of the notice has legal consequences, the notice must be transmitted in writing to the postal address specified in the C ontract or to the email address specified in the C ontract . Notices with legal consequences must be signed by the representative of the P arty giving notice. The P arty is obliged to respond to the received notice to which a response is expected , within 3 business days from the date of sending, unless the notic e provides for a longer response time. A P arty’s notice is deemed to have been received by the other P arty: on the same day if the notice has been sent electronically to the email address of the contact person before 16:00 on a business day; on the next business day, if the notice is sent electronically to the email address of the contact person after 16:00 on a business day; after five calendar days from the date of posting of the registered letter, if the notice is sent by registered letter to the address indicated in the C ontract. Entry into force, amendment and termination of the contract The C ontract enters into force on the date of its signing by the last P arty and remains in force until the proper performance of contractual obligations by the P arties or the premature termination of the contract. The C ontract may be amended only by written agreement of the P arties and the amendments are formalised as annexes to the C ontract. Amendments enter into force upon signing by the last P arty or on the date specified by the P arties in the amendment. Upon amending the C ontract, the P arties must comply with the conditions set out in § 123 of the Public Procurement Act. Any change in the contact details of the P arties must be notified to the other P arty within a reasonable period of time. Changes to contact details are not deemed to constitute an amendment of the C ontract within the meaning of clause 10.2. The B uyer has the right to cancel the C ontract extraordinarily without prior notice if the S eller: has been in delay with the delivery of the G oods for more than 10 (ten) calendar days from the deadline indicated in clause 5.1; the Goods do not comply with the terms of the C ontract and the S eller has not brought the G oods into compliance with the terms of the C ontract in accordance with the procedure set out in clause 5.4. The S eller has the right to cancel the C ontract extraordinarily without prior notice if the B uyer: delays payment of the C ontract price payable to the S eller by more than 30 (thirty) calendar days. The C ontract is deemed to have been terminated without prior notice if: the S eller has been declared bankrupt or is subject to other activities aimed at the dissolution of the activities of the company; the S eller merges, divides or is transformed and the B uyer does not agree to continue the contractual relationship with the S eller's successor; there is a basis specified in § 124 of the Public Procurement Act. Final provisions This Contract shall be signed in two identical copies having equal legal force and each Party receives a copy. The P arties may not transfer the rights and obligations under the C ontract to a third party without the prior written consent of the other P arty. Disputes arising from the C ontract are resolved through negotiations. If no agreement is reached, disputes will be resolved pursuant to the procedure as set out in the legislation of the Republic of Estonia. In matters not regulated by the C ontract, the P arties adhere to the legislation of the Republic of Estonia. The representatives of the parties declare that they have all the rights and sufficient powers to conclude the C ontract on behalf of the represented party in accordance with the legislation and that they are not, to the best of their knowledge, prevented from fulfilling their obligations undertaken with and set out in the C ontract. The content of th is C ontract is public information. Buyer : Consumer Protection and Technical Regulatory Authority Registry code 70003218 Endla 10a, 10122 Tallinn Estonia ( signature and date ) Kristi Talving Director G eneral Seller : Rohde & Schwarz Danmark A/S Registry code DK13701806 Lyskær 3D-1, Herlev, 2730 Denmark (signature and date ) Niels Frandsen Managing Director