Contract on realization of delivery and services
entered in compliance with § 536 and following of Act no. 513/1991 Coll., Commercial
law, as amended
The parties:
Company:
Headquarters:
Identification no.:
Tax id. no.:
Bank contact:
Account no.:
Listed in the trade register at:
Represented by:
Výzkumný ústav anorganické chemie, a.s.
Revoluční 84, 400 01 Ústí nad Labem
62243136
CZ62243136
Komerční banka Ústí nad Labem
7009-411/0100
Regional court in Ústí nad Labem, section B, insert
664
Ing. Milan Petrák, vice-chairman of the board
and Ing. Lubomír Lukáč, chairman of the board
Personal entitled to carry out negotiations
in technical matters:
RNDr. Michal Ottis, administrator of public
contracts
as the "client"
and
Company/name
Identification no.:
Headquarters/address:
Identification no.:
Tax id. no.:
Bank contact:
Account no.:
Listed in the trade register at:
Represented by:
[•]
[•]
[•]
[•]
[•]
[•]
[•]
[•]
as the "supplier"
enter, based on their free and actual will, this
Contract on realization of delivery and services
(hereinafter the "contract")
1
PREAMBLE
The parties enter this contract following the results of the contractual proceedings for the
realization of public tender "Experimental unites for the UniCRE project" (hereinafter
the "proceedings"), where the most suitable offer was selected to be the offer of the
Supplier (hereinafter the "offer"). This contract specifies the conditions under which the
supplier will perform the delivery of a set of experimental units and provide services,
service activities and other activities related to the delivery of a set of experimental unites
in compliance with this contract.
The performance of the delivery and services in compliance with this contract is part of
the realization of the UniCRE project – Construction of the Unipetrol research and
education center, realized within the operations program "Research and development for
innovation" (VaVpI) from the European fund for regional development through the
Ministry of education, youth and sports of the Czech Republic.
I. Subject and purpose of the contract
1.
The subject of the contract is the obligation of the supplier to perform the delivery
of a set of experimental unites and to provide services, service activities and other
activities related to the delivery of a set of experimental unites (hereinafter jointly
"deliver and services") for the client, and to do so properly, on time and in the
below-specified quality. The client commits to properly cooperate during the
performance of the delivery and to duly pay the price of the carried out delivery and
provided services to the supplier, under the conditions and in the deadline agreed
upon in the contract. The scope of the delivery and services is listed in article II. of
this contract.
2.
The purpose of the contract is the adjustment of rights and obligations of the parties
in relation to the delivery and services necessary for the realization of the UniCRE
project - Construction of the Unipetrol research and education center (see the
Preamble of this contract).
1.
1.1
II. Scope of delivery and services
The delivery and services will be carried out in the following scope and
specifications.
The subject of the delivery is a set of experimental unites.






Testing units for hydrodesulfurization (HDS) and hydrocracking (HC)
Testing units for sulfur-free processes
Testing unit for high-temperature processes
Testing unit for catalytic combustion and reduction processes
Testing unit for adsorption and desorption processes
Testing unit for upgrading of crude-oil residual fractions and their mixtures
with bio-products
2
Detailed technical specifications of the machines are listed in annex no. 1, which is
identical to the technical specifications listed in the supplier's offer within the
public tender called "Experimental unites for the UniCRE project"
1.2. Aside from the usual parts, the following will form an integral part of the delivery
and thus will also be included in the price of the device:
 A detailed operating manual for the device and software in Czech or
English and a basic operating manual in Czech
 The appropriate certificates for the use of the device in the Czech Republic,
i.e. the usual attestations issued by the appropriate government testing lab in
an EU country etc. These documents need to be presented in Czech
 Training of operating staff proportional to the machine configuration.
Operating staff means the employees of the client in the number of at least 2
persons. The scope of training must be proportional to the manner of use of
the machine.
 The applicant's warranty for the provision of spare parts and material for 10
years after the first installation of the machine
1.3 Warranty service is provided for the machine, software, control computer, screen and
all service, verification and calibration tasks, delivered spare parts and materials.
The warranty of the supplier for the machine and software is set to last for 24
months after receipt by the client. The warranty for the machine also applies to all
service, verification and calibration tasks and to all delivered spare parts and
materials. In case of repairs during the warranty period, the warranty period is
extended by the duration of the repair, i.e. the period between the report of the defect
and its removal. If the warranty repair takes longer than 2 months or the total
duration of repairs in a single year exceeds 3 months, the client may require the
supplier to deliver a new device, its part or the defective whole.
2. Warranty service must guarantee the beginning of service action in at most 5
workdays after the defect is reported by the client, the delivery of spare parts in at
most 10 workdays after the identification of a need of a spare part by a service
technician of the applicant and the removal of a defect in at most 4 weeks after its
reporting.
3.
Details related to the organization of service and supporting activities are listed in
annex no. 2 to this contract, which must correspond to the document "Description of
provision of service activities" delivered by the supplier within the offer.
4.
The performance of the delivery and services in compliance with this contract also
includes all related tasks of the supplier directed at provision of production or other
methods of obtaining the machine.
3
5.
During the performance of this contract, it is expected that the supplier and client
will communicate continuously and that partial tasks will be carried out to ensure
proper delivery and services in accordance with the client's instructions.
III. General conditions for delivery and services
1.
The client is entitled to inform the supplier of their reservations or more specific
instructions to perform the delivery or provide services and the supplier is obliged to
take them into account and respect them.
2.
Neither the delivery nor services may have legal or other defects.
3.
By signing this contract, the supplier confirms that they have received all necessary
documents and information to perform the delivery and services, that all ambiguous
points and questions have been sorted out with the client, all technical and delivery
conditions for delivery and services have been included into the price calculations in
compliance with this contract, and that the supplier considers these to be sufficient to
enter this contract. The supplier also proclaims that they are fully aware also with
other conditions for performing their duties in accordance with this contract, i.e.
duties which follow from it even without being explicitly specified within.
4.
By signing this contract, the client confirms that the documents for the proceedings
(see the Preamble of this contract) contain all the relevant facts related to the subject
of the delivery and services known to them, and that they have ensured the financing
of the delivery and services in the scope of the listed activities based on the contract
on the provision of subsidies for the realization of the project "Unipetrol research
education center" ref. no. CZ.1.05/2.1.00/03.0071. with the Ministry of education,
youth and sports of the Czech Republic within the operations program "Research and
development for innovation" (VaVpI) from the European fund for regional
development.
5.
The client will provide necessary information to the supplier regarding the delivery
or services in the form of consultations and also cooperation necessary to perform the
delivery or services.
6.
The supplier is obliged to take professional care during the performance of delivery
and services. The supplier is obliged to adhere to generally binding legal regulations
(laws, notices, ordinances etc.) of generally binding directives and regulations, local
ordinances and regulations (especially those related to the principles of cooperation
of companies in Chempark Záluží, technical norms.
7.
The supplier is obliged to elaborate all documents which they provide to the client as
part of the delivery or services in Czech language, with the exception of the detailed
manual for the operation of the machine and software in compliance with article
II.1.2 of this contract.
8.
The supplier is obliged to label the letters and payment documents sent to the client
with the contract no. of the client and the name and number of the action. The client
is entitled to return unlabeled letters and payment documents to the supplier. Any
delay caused by this is considered to have been caused by the supplier.
4
IV. Realization team and subcontractors
1.
The supplier will have a realization team for the whole duration of this contract
comprising persons responsible for the performance of delivery and services in the
scope listed in this contract. The supplier is obliged to have at least 1 technician for
the appropriate type of delivered device, who:

has appropriate certification to perform servicing of the listed type of device,

has at least 3 years of practice working with the listed type of device,

is entitled to work with electrical devices up to 400 V in accordance with the
notice of the Czech work safety bureau and the Czech mining office board no.
50/1978 Coll., as amended, at least in level §6 or comparable in the EU
2.
The realization team will comprise employees of the applicant or individuals
working for the applicant based on a contractual relationship. At least one member of
the team needs to be able to communicate in Czech (Slovak) or English language.
3.
The supplier is entitled to utilize the service of subcontractors for the delivery of the
device in compliance with article II.1. of this contract only after a previous written
consent by the client, who will be presented with the identification information of the
subcontractor and with information on which part of the performance will be
transferred to the subcontractor and a percentage of the share of performance the
subcontractor will carry out with respect to the total volume of activities in
accordance with this contract. By signing this contract, the client provides consent
with the use of the services of those subcontractors which have been identified by the
supplier in the offer. The use of subcontractors for other activities which were not
listed in this article do not adhere to approval by the client.
4.
Subcontractors which will be entrusted with the activities of technicians in
accordance with point 1 of this article need to fulfill all criteria listed in this point.
5.
A subcontractor is not entitled to transfer the realization of their assigned part of
performance in accordance with this contract to another subject. The supplier is
obliged to inform the subcontractor of this fact and to ensure that this fact is
respected by the subcontractor.
6.
The subcontractors are obliged to respect all the obligations of the supplier with
respect to the client given by this contract. The supplier is responsible for the
activities of subcontractors as if the supplier carried out such activities on their own.
V. Deadline and place of performance
1.
The binding and maximum deadline for the delivery of the set of experimental unites
and other accessories is between November 2013 and September 2014. Delivery may
be divided into several parts. This is the deadline not only for the set itself, but also
for all related performances in compliance with article II.1.2. in relatioen to this
device, with the exception of those where it is explicitly listed that they are to be
provided after a certain time passes from the delivery of the machine.
2. The binding deadline for the beginning of service work and delivery of spare parts for
the device after the moment of identification of a need of the delivery of a spare part
by a service technician of the supplier in compliance with this contract is designated
5
by annex no. 2. "Description of provision of service activities", point 9.2.f) of the
contractual documentation and the supplier's offer. In exceptional cases, where the
supplier cannot meet this deadline (especially when not even with taking into account
all circumstances the supplier could not expect the need to delivery a certain spare
part, e.g. due to unexpected events on the part of the client), the delivery of a spare
part and the appropriate service may, following a consent by the supplier, be carried
out within an additional deadline designated by the client. In this case, the provisions
on sanctions in accordance with this contract will not apply. The supplier is obliged to
provide all necessary cooperation to the client, especially timely, specific and
complete information on the impossibility of the delivery of subject performance.
3. The place of performance is Chempark Litvínov and the client's headquarters.
4. Changes of deadlines of individual performances in compliance with this article are
only admissible assuming that such steps do not breach the provisions of Act no.
137/2006 Coll., on public tenders, as amended, do not breach the principles of this
Act, and cannot be qualified as evading this Act.
5. Non-adherence to the deadline for performing the delivery and services or individual
parts of the subject performance will be considered a substantial breach of the
contract.
VI. Transfer and receipt of delivery and transfer of ownership
1.
The supplier is obliged to transfer the delivery to the client in the deadlines listed in
this contract, as well as to duly provide services in accordance with the client's
instructions and this contract, in quality appropriate to the specification of the
delivery and services in accordance with this contract and with the purpose of the
delivery and services.
2.
The client will accept the delivery and services in accordance with this contract
always through a written confirmation, which will state that the delivery and/or the
specific service were carried out properly.
3.
The ownership to the transferred material outputs of performances are transferred to
the client upon the receipt of said outputs, as well as rights in accordance with this
contract to immaterial outputs of these performances.
4.
If the delivery of services have defects, the client is entitled to refuse to accept these.
VII. Price of delivery and services
1.
The price of the delivery and services in relation to performance in accordance with
article II.1. of this contract is specified in the amount of .................... CZK excl.
VAT, or ...................... CZK incl. VAT.
2.
The price in accordance with article VII.1. is designated as the maximum price for
delivery and services. It includes all related deliveries of materials and provision of
services in the scope of article II.1. of this contract. The price is given with respect to
the whole delivery and services within a specific partial performance for the whole
period of realization in accordance with this contract, including all costs and
expenses occurred to the supplier in relation to the realization of said performance.
6
To exclude all doubts, the price of the delivery of all materials means the DDP parity
price as per INCOTERMS 2010.
3.
The article in accordance with article VII.1. may not be exceeded and must be
guaranteed as the maximum admissible for the whole duration of realization of the
subject performance in accordance with this contract. The only possible change of
the offer price may be performed based on the change of applicable VAT rates.
4.
The price excl. VAT will be increased by the appropriate VAT in accordance with
applicable legal regulations.
VIII. Payment conditions
1.
The client will not provide any advance payments to the supplier.
2.
The price of the delivery and services in compliance with article II.1. of this contract
will be paid by the client to the supplier based on an invoice issued by the supplier,
in a deadline of up to 30 days after the delivery of the invoice.
3.
The invoice must contain all the essentials of a tax document in compliance with
Part 5 of Act no. 235/2004 Coll., on VAT and in compliance with Act no. 563/1991
Coll., on accounting. It must also include:
• the contract ref. no.
• the due date
• specification of the monetary institute and account no. to receive the payment
4.
If the invoice does not include the above-listed essentials, the client is entitled to
return it to the supplier for adjustments or rewriting. In such case, the due date will
be interrupted and a new due date in accordance with this contract will begin on the
day of delivery of a corrected invoice to the client.
IX.
Responsibility for defects
1.
The supplier is responsible for ensuring that the delivery and services in accordance
with this contract have the properties and quality specified in this contract and that
they are provided in compliance with the conditions in this contract.
2.
The supplier commits to ensuring that the device, which forms the subject of the
delivery, has the properties agreed upon in the technical specifications (see annex no.
1) and that the delivery and services will in general comply with applicable technical
norms and regulations, and in general will have properties and quality complying
with the purpose of the contract for the duration of the warranty period listed in this
contract (see point II. of the contract).
3.
The supplier takes responsible for ensuring that the delivery and services do not have
any defects. Especially, this means that:
• the delivery and services are carried out in accordance with this contract and valid
Czech norms and regulations and the client's requirements as far as contents and
form are concerned
• the delivery and services do not contain defects, errors and mistakes
7
• the concept and technical solution of the delivery and services are optimal for the
client with respect to quality, price, subsequent maintenance and realization
deadlines
The above-listed will apply regardless of whether the client accepts the delivery and
services in compliance with article VII. of this contract.
4.
If the supplier or client find defects during the transfer and receipt of the delivery or
services, the client is not obliged to accept such delivery or service. The supplier is
obliged to remove such defects in an appropriate deadline specified by the client, at
their own expenses and in compliance with the instructions of the client, who needs
to be informed of the found defect and the proposed solution immediately. This does
not affect the right of the client to claim compensation for caused damages or to
claim a contractual fine in compliance with this contract. If the supplier does not
remove the defects in an appropriate deadline designated by the client, such a
situation will be considered as the inability of the supplier to perform the delivery of
some of the devices and provide the related services, with the sanction specified in
article X.1. of this contract.
5.
If the client discovers defects in the delivery or services after their receipt, they are
obliged to report this to the supplier (including their description) without unnecessary
delay. The client is also obliged to inform the supplier of which requirements they
will apply in relation to the defects. This does not affect the right of the client to
claim compensation for damages or a contractual fine in accordance with this
contract.
6.
Both contractual parties commit to providing maximum cooperation when searching
for defects in the delivery or services and their causes.
7.
If the client applies the right of removal of defects in the delivery or services, the
supplier commits to remove these defects without unnecessary delay. If this is not
performed in this deadline, the client is entitled to withdraw from this contract. Other
claims following from defects of the delivery and services following from the
commercial law or this contract remain unchanged.
8.
The supplier is responsible to the client also for the legal flawlessness of the delivery
and services and thus also for the fact that the use of the subject of delivery or
provided services in compliance with this contract will specifically:
• not breach any rights of third persons, especially personal rights and copyrights
• not breach any binding legal regulation.
9.
If the client incurs damages or other penalties due to defects of the delivery or
services, the supplier is obliged to compensate the client for these.
X.
Contractual fines
1. If the supplier does not meet the deadline for the provision of the machine delivery
and/or related performance in accordance with article II.1.1. and II.1.2. in relation to
this machine, the client is entitled to claim and the supplier is obliged to pay a
contractual fine amounting to 50 000 CZK for each day of delay. If the supplier does
not provide the subject delivery or service even in 30 days after the deadline passes
for the provision of the delivery or service, such situation will be considered as the
8
inability of the supplier to perform the delivery or service and the client is entitled to
withdraw from the contract. This does not apply in case of circumstances beyond
control – see chapter XIII.
2.
If the supplier provides the delivery or a service through a person other than a
member of the realization team (a subcontractor) entitled in accordance with article
Iv.3. of this contract, the client is entitled to claim and the supplier is obliged to pay a
contractual fine of up to 100 000 CZK for each such breach of the contract. This is
also considered a substantial breach of this contract.
3.
In case of delay with the payment of invoices issued in accordance with this contract,
the client commits to pay an interest from delay amounting to 0.05% from the
amount listed on the invoice for each day of delay.
4.
If the client receives a fine by external control bureaus due to the supplier's breach of
regulations, the supplier is obliged to compensate the client for this fine. This is also
considered a substantial breach of this contract.
5.
Application of the right to claim or the payment of a contractual fine does not affect
the right of the client to claim compensation for demonstrable damages, which the
supplier caused to the client through non-fulfillment of their obligations with respect
to this contract or the law. The supplier is obliged to pay compensation for damages
in the form and deadline provided in a written notice.
6.
Contractual fines and compensations for damages will be charged by separate
payment documents. The supplier is obliged to pay contractual fines and
compensations for damages within 30 days after receiving a payment document
issued by the client.
XI.
Non-disclosure agreement
1.
The supplier and the client are both obliged to keep secrecy regarding all matters
forming the business secret of the other contractual party, as well as regarding other
data related to the other contractual party which they are not rightly publicly known
and which they were informed of due to the performance of this contract, as well as
regarding other information which the other contractual party specifies as
confidential. The supplier or the client may not provide access to or provide such
information to third parties or use them for their own benefit or the benefit of another
person (including family members).
2.
The non-disclosure agreement applies to facts which are not freely available in the
appropriate business circles, especially:
• facts of business nature, especially information about the internal and economical
status and contractual partners of the other contractual party, information about
services provided or utilized by the other contractual party, information about
business activities and business methods of the other contractual party,
• facts of manufacturing nature,
• facts of technical nature.
3.
If the non-disclosure agreement is breached in disagreement with the conditions of
this contract, this is considered a substantial breach of this contract. The party which
9
is responsible for this breach will pay the other party a contractual fine amounting to
100 000 CZK for each individual breach. Payment of the contractual fine does not
affect or limit the right of the other party to claim compensation for damages caused
in relation to the above-listed breach of the non-disclosure agreement.
XII.
Duration of the contract
1.
This contract enters into validity and operation on the date of its signature.
2.
It is possible to withdraw from this contract for legal reasons and for reasons
specified in this contract.
3.
The client is, among others, entitled to withdraw from the contract if the expenses
they should incur based on the contract are marked as inadequate by the controlling
body of the operations program "Research and development for innovation" or
another controlling body, e.g. based on breach of the Rules for selection of suppliers
within the operations program "Research and development for innovation"
elaborated by the Ministry of education, youth and sports or e.g. when the following
facts are discovered:
• an employee of the client or member of the project realization team or a person
participating in the preparation or assignment of the subject tender based on a
contract participated in preparing the supplier's offer in the tender proceedings
• the supplier's offer in the tender proceedings was elaborated in jointly with a
person which is an employee of the client or member of the project realization
team or a person participating in the preparation or assignment of the subject
tender based on a contract
• the subcontractor for the performance of this contract is an employee of the client
or member of the project realization team or a person participating in the
preparation or assignment of the subject tender based on a contract.
4.
This contract is not terminated if the client or supplier dissolves with a legal
successor, and is instead transferred to the respective legal successor.
5.
In case of withdrawal from the contract, the claims of the client following from
defects in the work, responsibility for damages or contractual fines remain in effect
and operation.
XIII.
Circumstances beyond control
1.
None of the parties is in breach with the contractual obligations following from the
contract if the performance of such obligations is prevented by circumstances beyond
control which appear after the signature of the contract by both parties.
2.
Circumstances beyond control constitute unexpected exceptional events, strikes,
shutouts or other disturbances of industry, activities of public enemies, wars both
announced and unannounced, blockades, riots, demonstrations, epidemics,
landslides, earthquakes, storms, lightning strikes, floods, catastrophes, civil unrest,
10
explosions and any other unexpected events which the parties cannot influence and
cannot be overcome despite all given care.
3.
The party whose rights and obligations are affected by circumstances beyond control
must adopt all precautions necessary to remove its inability to fulfill the obligations
following from the contract.
4.
The supplier is not responsible for damages caused if negligence of fulfillment of
obligations in accordance with the contract is caused by circumstances beyond
control. Similarly, the client is not responsible for payment of interests from delay if
their obligations were not fulfilled due to circumstances beyond control.
5.
If any of the parties believes that circumstances beyond control are in effect which
could affect the fulfillment of their obligations, it is obliged to immediately inform
the other party and provide details on the nature, probable duration and probable
effects of these circumstances. If the client does not issue another written instruction,
the supplier is obliged to continue in the performance of their duties in compliance
with the contract, if this is at all possible with respect to all the circumstances of the
situation, and must searc all possible alternative means to fulfill their obligations.
The supplier may not use any alternative means of fulfilling their duties unless the
client provides consent to do so.
6.
If the fulfillment of this contract becomes impossible within 2 months after
circumstances beyond control arise, the party which is affected by the circumstances
beyond control will request the other party to adjust the contract accordingly with
respect to the subject, price and deadline of performance. If an agreement is not
reached, the party affected by the circumstances beyond control is entitled to
withdraw from the contract. The withdrawal will enter into effect on the day of
delivery of the withdrawal notice.
XIV.
Final provisions
1.
In compliance with § 2 e) of Act no. 320/2001 Coll., on financial auditing in public
administration, as amended, the supplier is the person responsible to provide
cooperation during financial audits. The supplier is also obliged to contractuall
ensure that the controlling body of the operations program "Research and
development for innovation" (hereinafter "CB OP VaVpI") has access rights for the
whole duration of the client's obligation to keep the required data on the subject
tender for this contract (i.e. for 3 years after the end of OP VaVpI in accordance with
article 90 of ES regulation no. 1083/2006, at least until 2021 unless the Czech law
does not specify a longer period), also for those parts of the offers, contracts and
related documents which are under protection under special legal regulations (e.g.
non-disclosure agreement, business secrets) if the requirements placed by legal
regulations are met (e.g. § 11 c) and d), § 12 par. 2 f) of Act no. 552/1991 Coll., on
government inspections, as amended). The supplier is also obliged to contractuall
ensure that CB OP VaVpI is entitled to perform inspections of the supplier's
subcontractors in a similar scope and manner.
2.
The supplier is obliged to fulfill the requirements for mandatory publicity within OP
VaVpI (Annex no. 3 of the manual for OP VaVpI applicants – Rules for publicity),
in all relevant documents.
11
3.
This contract may only be altered and cancelled in writing.
4.
This contract is made in four copies, each with the validity of an original; each party
will receive two copies of the contract.
5.
The legal relations following from this contract following the commercial law and
copyright law or other applicable legal regulations in parts not adjusted within the
contract.
In: …………… date: ……………
In: …………… date: ……………
………………………………
Supplier
………………………………
Client
12