Common use of Civil Code Clause in Contracts

Civil Code. The Seller acknowledges that he is aware of the importance to the Buyer of the fulfilment of this Contract in terms of quality and schedule and that in the event of a failure by the Seller to meet them (e.g. in case of delay with delivery and/or in the case if the Object of Purchase does not meet the stipulated requirements) the Buyer may incur substantial damage. Duly and timely performance hereunder is essential for the Buyer, in particular, given the follow-on activities within the framework of the Project (FAIR-CZ-OP III.) or the FAIR project and observation of the respective deadlines for their completion. SUBJECT-MATTER This Contract concerns delivery of the photomultipliers for ECAL detector. Each photomultiplier shall include a socket. The photomultipliers shall fully comply with the requirements and specification stipulated herein, including Annex No. 1 (Technical Specification) The supply of photomultipliers shall also include potential additional works and/or deliveries, and a free licence to use the supply for the needs of the Project, including its follow-up phases (the supplies and related activities to be made hereunder shall be referred to jointly as the “Object of Purchase”). This Contract stipulates the obligation of the Seller to deliver to the Buyer and transfer to the Buyer the ownership right to the Object of Purchase as specified herein and in accordance with the terms hereof. The Seller undertakes to duly deliver, under the terms agreed herein and within the time frame agreed herein, at his own cost and risk the items forming the Object of Purchase to the Buyer at the prescribed location and to hand them over to the Buyer. The Seller shall be liable for delivery of the said items fully in accordance with this Contract, his bid submitted within the Procurement Procedure and applicable legal, technical and quality regulations. For the sake of clarity, the Seller’s obligations hereunder to deliver the Object of Purchase, performance of which has been included in the Purchase Price, shall also include all the activities under the above Article. This Contract further stipulates the obligation of the Buyer to take over the duly and timely delivered Object of Purchase and pay the Purchase Price, under the terms hereof, to the Seller. For the sake of clarity, the Buyer is hereunder obliged to accept and take over only the parts of Object of Purchase that are fully in compliance with all requirements specified in this Contract (including its Annexes). Individual Purchase Contracts based on Buyer’s Orders for partial deliverables: The Object of Purchase will be performed and completed by the Seller for the Buyer in parts, i.e. partial deliverables, within the extent and under the terms defined in individual Purchase Contracts which shall be concluded simply by the Seller’s acceptance of a written order issued by the Buyer (hereinafter the “Orders”). Orders made using e-mail shall be understood to have been made in writing. The Seller undertakes to carry out his performance hereunder only on the basis of a binding Order constituting an agreement of the Parties on the terms of such Order, in particular on the volume of items to be supplied and the time-frame of the supply. The Seller shall be obliged to accept the Order of up to 110 photomultipliers if ordered to be delivered until the end of the period stipulated in Article 5.1 hereof and deliver each of them for unit price stipulated in Article 6.4 hereof. The Seller shall be further obliged to accept additional Orders up to the amount equal either to the total Purchase Price or the Estimated value of the Public Contract, whichever is higher. The Seller acknowledges and agrees that the Buyer shall not be obliged to order any performance from the Seller, even not until the total amount according to Article 3.4.2 hereof will have been used in full. Therefore, the Seller may not seek from the Buyer any Order(s) in connection herewith, nor claim on the Buyer any payment or compensation except for the Purchase Price to be paid for the actually ordered and duly delivered parts of the Object of Purchase. Without prejudice to Article 14.2 hereof, the Buyer shall be entitled to cancel his Order at any time; in such an event the Buyer shall be obliged to reimburse the Seller for the costs which were demonstrably expended by the Seller with respect to that Order by the time the Order will have been cancelled as well as further costs which the Seller have demonstrably incurred due to that cancellation up to the amount that the Seller could not demonstrably avoid. The Seller shall be obliged to prove the amount of these costs. Alternatively, the Seller shall be entitled to choose to apply the cancellation fee under the conditions determined in Article 14.6 hereof as a reimbursement for the cancelled Orders. In any case of Order cancellation, the maximum reimbursement for cost incurred unavoidably due to cancellation may be the part of the Purchase Price corresponding to the delivery ordered in that Order. The Buyer shall specify in each Order his proposal for specific number of items to be supplied by the Seller, time-frame of the supply as well as corresponding part of the Purchase Price for the number of items to be supplied, which shall comply with the relevant unit price stipulated in Article 6.4 hereof as well as in the Seller’s bid submitted within the Procurement Procedure. In the event that the Seller informs the Buyer within the below deadline that the proposed time-frame is not feasible with respect to the performance required, the Seller shall be entitled to propose a new time-frame. In those cases, where the Buyer accepts the Seller’s counter-proposal for the given time-frame, the Buyer shall re-issue the Order with the time-frame proposed by the Seller, or with a time-frame which the Parties mutually agreed on. Both Parties acknowledge the delivery time under Article 5.3 hereof and agree to always professionally asses the required time-frames and to propose only such time-frames that are appropriate to each specific task. The Seller shall reply whether he accepts the terms specified in each Order pursuant hereto and confirm his acceptance to the Buyer in writing within ten (10) business days of receiving the Order. The Parties agreed that should the Seller not reply within the above deadline, the Order is deemed accepted. Moreover, in the event that the Seller does not notify the Buyer in writing, within the above deadline, in the manner stipulated in Article 13.3 hereof, that he does not agree with the time-frame proposed for the specific supply, and without supporting his disagreement by expert argumentation pursuant to Article 3.4.6 hereof, then it shall be understood that the Seller accepts the Buyer’s proposal as specified in the Order. Furthermore, should an Order contain a requirement, which exceeds the framework agreed herein or in the tender documentation or the Seller’s bid submitted within the Procurement Procedure, which the Seller has not agreed to perform, the Seller shall notify the Buyer of such excess requirement within the above deadline, otherwise it shall be understood that the Seller agrees with such additional performance, without a claiming to increase the Purchase Price.

Civil Code. The Seller acknowledges that he is aware of the importance to the Buyer of the fulfilment of this Contract in terms of quality and schedule and that in the event of a failure by the Seller to meet them (e.g. in case of delay with delivery and/or in the case if the Object of Purchase does not meet the stipulated requirements) the Buyer may incur substantial damage. Duly and timely performance hereunder is essential for the Buyer, in particular, given the follow-on activities within the framework of the Project (FAIR-CZ-OP III.II) or the FAIR project and observation of the respective deadlines for their completion. SUBJECT-MATTER This Contract concerns delivery of the photomultipliers for ECAL detector. Each photomultiplier shall include a socket. The photomultipliers shall fully comply with the requirements and specification stipulated herein, including Annex No. 1 (Technical Specification) The supply of photomultipliers shall also include potential additional works and/or deliveries, and a free licence to use the supply for the needs of the Project, including its follow-up phases (the supplies and related activities to be made hereunder shall be referred to jointly as the “Object of Purchase”). This Contract stipulates the obligation of the Seller to deliver to the Buyer and transfer to the Buyer the ownership right to the Object of Purchase as specified herein and in accordance with the terms hereof. The Seller undertakes to duly deliver, under the terms agreed herein and within the time frame agreed herein, at his own cost and risk the items forming the Object of Purchase to the Buyer at the prescribed location and to hand them over to the Buyer. The Seller shall be liable for delivery of the said items fully in accordance with this Contract, his bid submitted within the Procurement Procedure and applicable legal, technical and quality regulations. For the sake of clarity, the Seller’s obligations hereunder to deliver the Object of Purchase, performance of which has been included in the Purchase Price, shall also include all the activities under the above Article. This Contract further stipulates the obligation of the Buyer to take over the duly and timely delivered Object of Purchase and pay the Purchase Price, under the terms hereof, to the Seller. For the sake of clarity, the Buyer is hereunder obliged to accept and take over only the parts of Object of Purchase that are fully in compliance with all requirements specified in this Contract (including its Annexes). Individual Purchase Contracts based on Buyer’s Orders for partial deliverables: The Object of Purchase will be performed and completed by the Seller for the Buyer in parts, i.e. partial deliverables, within the extent and under the terms defined in individual Purchase Contracts which shall be concluded simply by the Seller’s acceptance of a written order issued by the Buyer (hereinafter the “Orders”). Orders made using e-mail shall be understood to have been made in writing. The Seller undertakes to carry out his performance hereunder only on the basis of a binding Order constituting an agreement of the Parties on the terms of such Order, in particular on the volume of items to be supplied and the time-frame of the supply. The Seller shall be obliged to accept the Order of up to 110 400 photomultipliers if ordered to be delivered until the end of the period stipulated in Article 5.1 hereof 2022 and deliver each of them for unit price stipulated in Article 6.4 hereof. The Seller shall be further obliged to accept additional Orders up to the amount equal either to the total Purchase Price or the Estimated value of the Public Contract, whichever is higher. The Seller acknowledges and agrees that the Buyer shall not be obliged to order any performance from the Seller, even not until the total amount according to Article 3.4.2 hereof will have been used in full. Therefore, the Seller may not seek from the Buyer any Order(s) in connection herewith, nor claim on the Buyer any payment or compensation except for the Purchase Price to be paid for the actually ordered and duly delivered parts of the Object of Purchase. Without prejudice to Article 14.2 hereof, the Buyer shall be entitled to cancel his Order at any time; in such an event the Buyer shall be obliged to reimburse the Seller for the costs which were demonstrably expended by the Seller with respect to that Order by the time the Order will have been cancelled as well as further costs which the Seller have demonstrably incurred due to that cancellation up to the amount that the Seller could not demonstrably avoid. The Seller shall be obliged to prove the amount of these costs. Alternatively, the Seller shall be entitled to choose to apply the cancellation fee under the conditions determined in Article 14.6 hereof as a reimbursement for the cancelled Orders. In any case of Order cancellation, the maximum reimbursement for cost incurred unavoidably due to cancellation may be the part of the Purchase Price corresponding to the delivery ordered in that Order. The Buyer shall specify in each Order his proposal for specific number of items to be supplied by the Seller, time-frame of the supply as well as corresponding part of the Purchase Price for the number of items to be supplied, which shall comply with the relevant unit price stipulated in Article 6.4 hereof as well as in the Seller’s bid submitted within the Procurement Procedure. In the event that the Seller informs the Buyer within the below deadline that the proposed time-frame is not feasible with respect to the performance required, the Seller shall be entitled to propose a new time-frame. In those cases, where the Buyer accepts the Seller’s counter-proposal for the given time-frame, the Buyer shall re-issue the Order with the time-frame proposed by the Seller, or with a time-frame which the Parties mutually agreed on. Both Parties acknowledge the delivery time under Article 5.3 hereof and agree to always professionally asses the required time-frames and to propose only such time-frames that are appropriate to each specific task. The Seller shall reply whether he accepts the terms specified in each Order pursuant hereto and confirm his acceptance to the Buyer in writing within ten (10) business days of receiving the Order. The Parties agreed that should the Seller not reply within the above deadline, the Order is deemed accepted. Moreover, in the event that the Seller does not notify the Buyer in writing, within the above deadline, in the manner stipulated in Article 13.3 hereof, that he does not agree with the time-frame proposed for the specific supply, and without supporting his disagreement by expert argumentation pursuant to Article 3.4.6 hereof, then it shall be understood that the Seller accepts the Buyer’s proposal as specified in the Order. Furthermore, should an Order contain a requirement, which exceeds the framework agreed herein or in the tender documentation or the Seller’s bid submitted within the Procurement Procedure, which the Seller has not agreed to perform, the Seller shall notify the Buyer of such excess requirement within the above deadline, otherwise it shall be understood that the Seller agrees with such additional performance, without a claiming to increase the Purchase Price.