Common use of General Terms of Execution Clause in Contracts

General Terms of Execution. 1.3.1 The Contractor’s own sales conditions shall not apply. 1.3.2 The language of this Contract and of all communications hereunder shall be English. The substantive Law according to which this Contract shall be construed is [ ]. 1.3.3 The Parties shall use their best endeavours to amicably settle any dispute arising out of the Contract. Failing an attempt towards an amicable settlement, all disputes shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or three arbitrators designated in conformity with such Rules. The Arbitration Tribunal shall sit in [City, Country]. The Tribunal’s award shall be final, binding on the Parties and no appeal shall lie against it. The enforcement of the award shall be governed by the rules of procedure in force in the state/country in which the award is to be executed. 1.3.4 The Contractor shall be fully responsible towards the Agency for the proper execution of the Work, [OPTION]including any Sub-contract agreed hereunder. Sub-contracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the Sub-contracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Sub-contractor shall have the same rights and obligations in relation to the work to be performed under the Sub-contract that the Contractor has agreed in relation to the Work performed under the present Contract.[END OPTION] 1.3.5 Any publicity material prepared by the Contractor related to an activity performed by the Contractor in the context of this Contract shall acknowledge that the activity is/was carried out “under a programme of, and funded by, the European Space Agency”. It shall display the ESA logo if the Agency so requires. It shall also carry a disclaimer stating that the view expressed in such publications can in no way be taken to reflect the official opinion of the European Space Agency.

General Terms of Execution. 1.3.1 The Contractor’s own sales conditions shall not apply. 1.3.2 The language of this Contract and of all communications hereunder shall be English. The substantive Law according to which this Contract shall be construed is [ ]Poland. 1.3.3 The Parties shall use their best endeavours to amicably settle any dispute arising out of the Contract. Failing an attempt towards an amicable settlement, all disputes shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or three arbitrators designated in conformity with such Rules. The Arbitration Tribunal shall sit in [City], Country]Poland. The Tribunal’s award shall be final, binding on the Parties and no appeal shall lie against it. The enforcement of the award shall be governed by the rules of procedure in force in the state/country in which the award is to be executed. 1.3.4 The Contractor shall be fully responsible towards the Agency for the proper execution of the Work, [OPTION]including any Sub-contract agreed hereunder. Sub-contracts other than those specified in Article 3.1 below are expressly excluded. P a g e | 4 The conditions of the Sub-contracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Sub-contractor shall have the same rights and obligations in relation to the work to be performed under the Sub-contract that the Contractor has agreed in relation to the Work performed under the present Contract.[END OPTION] 1.3.5 Any publicity material prepared by the Contractor related to an activity performed by the Contractor in the context of this Contract shall acknowledge that the activity is/was carried out “under a programme of, and funded by, the European Space Agency”. It shall display the ESA logo if the Agency so requires. It shall also carry a disclaimer stating that the view expressed in such publications can in no way be taken to reflect the official opinion of the European Space Agency.. P a g e | 5

General Terms of Execution. 1.3.1 The Contractor’s own sales conditions shall not apply. 1.3.2 The language of this Contract and of all communications hereunder shall be English. The substantive Law according to which this Contract shall be construed is [ ]. 1.3.3 The Parties shall use their best endeavours to amicably settle any dispute arising out of the Contract. Failing an attempt towards an amicable settlement, all disputes shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or three arbitrators designated in conformity with such Rules. The Arbitration Tribunal shall sit in [City, Country]. The Tribunal’s award shall be final, binding on the Parties and no appeal shall lie against it. The enforcement of the award shall be governed by the rules of procedure in force in the state/country in which the award is to be executed. 1.3.4 The Work shall be performed in compliance with [OPTION][the SLA (Appendix 3 hereto) and with][END OPTION] the Agency’s Statement of Work (Appendix 1 hereto). 1.3.5 The Contractor shall be fully responsible towards the Agency for the proper execution of the Work, [OPTION]including any Sub-contract agreed hereunder. Sub-contracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the Sub-contracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Sub-contractor shall have the same rights and obligations in relation to the work to be performed under the Sub-contract that the Contractor has agreed in relation to the Work performed under the present Contract.[END OPTION] 1.3.5 1.3.6 Any publicity material prepared by the Contractor related to an activity performed by the Contractor in the context of this Contract shall acknowledge that the activity is/was carried out “under a programme of, and funded by, the European Space Agency”. It shall display the ESA logo logo, if the Agency so requires. It shall also carry a disclaimer stating that the view expressed in such publications can in no way be taken to reflect the official opinion of the European Space Agency.

General Terms of Execution. 1.3.1 The Contractor’s own sales conditions shall not apply. 1.3.2 The language of this Contract and of all communications hereunder shall be English. The substantive Law according to which this Contract shall be construed is [ ]. 1.3.3 The Parties shall use their best endeavours to amicably settle any dispute arising out of the Contract. Failing an attempt towards an amicable settlement, all disputes shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or three arbitrators designated in conformity with such Rules. The Arbitration Tribunal shall sit in [City, Country]. The Tribunal’s award shall be final, binding on the Parties and no appeal shall lie against it. The enforcement of the award shall be governed by the rules of procedure in force in the state/country in which the award is to be executed. 1.3.4 The Work shall be performed in compliance with [OPTION][the SLA (Appendix 3 hereto) and with][END OPTION] the Agency’s Technical Specification (Appendix 1 hereto). 1.3.5 The Contractor shall be fully responsible towards the Agency for the proper execution of the Work, [OPTION]including any Sub-contract agreed hereunder. Sub-contracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the Sub-contracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Sub-contractor shall have the same rights and obligations in relation to the work to be performed under the Sub-contract that the Contractor has agreed in relation to the Work performed under the present Contract.[END OPTION] 1.3.5 1.3.6 Any publicity material prepared by the Contractor related to an activity performed by the Contractor in the context of this Contract shall acknowledge that the activity is/was carried out “under a programme of, and funded by, the European Space Agency”. It shall display the ESA logo logo, if the Agency so requires. It shall also carry a disclaimer stating that the view expressed in such publications can in no way be taken to reflect the official opinion of the European Space Agency.

General Terms of Execution. 1.3.1 The Contractor’s own sales conditions shall not apply. 1.3.2 The language of this Contract and of all communications hereunder shall be English. The substantive Law according to which this Contract shall be construed is [ ]. 1.3.3 The Parties shall use their best endeavours to amicably settle any dispute arising out of the Contract. Failing an attempt towards an amicable settlement, all disputes shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or three arbitrators designated in conformity with such Rules. The Arbitration Tribunal shall sit in [City, Country]. The Tribunal’s award shall be final, binding on the Parties and no appeal shall lie against it. The enforcement of the award shall be governed by the rules of procedure in force in the state/country in which the award is to be executed.. P a g e | 5 1.3.4 The Contractor shall be fully responsible towards the Agency for the proper execution of the Work, [OPTION]including any Sub-contract agreed hereunder. Sub-contracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the Sub-contracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Sub-contractor shall have the same rights and obligations in relation to the work to be performed under the Sub-contract that the Contractor has agreed in relation to the Work performed under the present Contract.[END OPTION] 1.3.5 Any publicity material prepared by the Contractor related to an activity performed by the Contractor in the context of this Contract shall acknowledge that the activity is/was carried out “under a programme of, and funded by, the European Space Agency”. It shall display the ESA logo if the Agency so requires. It shall also carry a disclaimer stating that the view expressed in such publications can in no way be taken to reflect the official opinion of the European Space Agency.. P a g e | 6