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 Work shall be performed in compliance with [OPTION][the SLA (Appendix 5 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: if Subcontractors] including any subcontract agreed hereunder. Subcontracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the subcontracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Subcontractor shall have the same rights and obligations in relation to the work to be performed under the subcontract that the Contractor has agreed in relation to the Work performed under the present Contract. Notwithstanding the normal communication lines within the consortium, and the overall responsibility of the Contractor to ensure proper and timely contractualisation and payments throughout the consortium, the Contractor shall ensure that below provisions are duly reflected in all subcontracts entered into for the purpose of this Contract: Should any Subcontractor encounter serious difficulties in the process leading to: (i) timely payment of due invoices (i.e. related to a milestone already achieved) to be made by the Subcontractor’s direct customer (i.e. not ESA), (ii) contractual coverage of activities already kicked-off, the said Subcontractor may directly contact the Agency at: xxxxxxxxxxxxxxxx@xxx.xxx In doing so, such Subcontractor shall attach the Standard Contact Form available at: xxxx://xxxxx.xxx.xxx.xxx/emits-doc/ESTEC/Indirect-Payments-Query-Form.docx properly filled in or provide the same information in the body of the email. In case any Subcontractor has SME status, as per the definition of SMEs given by the European Commission: xxxx://xxx-xxx.xxxxxx.xx/legal- content/EN/TXT/PDF/?uri=CELEX:32003H0361&from=EN, the Contractor shall ensure that the relevant subcontract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Subcontractor(‘s)(s’) SME status as per certification model provided in the tender documentation.

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 5 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: if Subcontractors] including any subcontract agreed hereunder. Subcontracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the subcontracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Subcontractor shall have the same rights and obligations in relation to the work to be performed under the subcontract that the Contractor has agreed in relation to the Work performed under the present Contract. Notwithstanding the normal communication lines within the consortium, and the overall responsibility of the Contractor to ensure proper and timely contractualisation and payments throughout the consortium, the Contractor shall ensure that below provisions are duly reflected in all subcontracts entered into for the purpose of this Contract: Should any Subcontractor encounter serious difficulties in the process leading to: (i) timely payment of due invoices (i.e. related to a milestone already achieved) to be made by the Subcontractor’s direct customer (i.e. not ESA), (ii) contractual coverage of activities already kicked-off, the said Subcontractor may directly contact the Agency at: xxxxxxxxxxxxxxxx@xxx.xxx In doing so, such Subcontractor shall attach the Standard Contact Form available at: xxxx://xxxxx.xxx.xxx.xxx/emits-doc/ESTEC/Indirect-Payments-Query-Form.docx properly filled in or provide the same information in the body of the email. In case any Subcontractor has SME status, as per the definition of SMEs given by the European Commission: xxxx://xxx-xxx.xxxxxx.xx/legal- content/EN/TXT/PDF/?uri=CELEX:32003H0361&from=EN, the Contractor shall ensure that the relevant subcontract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Subcontractor(‘s)(s’) SME status as per certification model provided in the tender documentation. 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 [ ]. 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 5 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: if Subcontractors] including OPTION]including any subcontract sub-contract agreed hereunder. Subcontracts Sub-contracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the subcontracts sub-contracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Subcontractor Sub-contractor shall have the same rights and obligations in relation to the work to be performed under the subcontract sub-contract that the Contractor has agreed in relation to the Work performed under the present Contract. Notwithstanding the normal communication lines within the consortium, and the overall responsibility of the Contractor to ensure proper and timely contractualisation and payments throughout the consortium, the Contractor shall ensure that below provisions are duly reflected in all subcontracts entered into for the purpose of this Contract: Should any Subcontractor encounter serious difficulties in the process leading to: (i) timely payment of due invoices (i.e. related to a milestone already achieved) to be made by the Subcontractor’s direct customer (i.e. not ESA), (ii) contractual coverage of activities already kicked-off, the said Subcontractor may directly contact the Agency at: xxxxxxxxxxxxxxxx@xxx.xxx In doing so, such Subcontractor shall attach the Standard Contact Form available at: xxxx://xxxxx.xxx.xxx.xxx/emits-doc/ESTEC/Indirect-Payments-Query-Form.docx properly filled in or provide the same information in the body of the email. In case any Subcontractor has SME status, as per the definition of SMEs given by the European Commission: xxxx://xxx-xxx.xxxxxx.xx/legal- content/EN/TXT/PDF/?uri=CELEX:32003H0361&from=EN, the Contractor shall ensure that the relevant subcontract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Subcontractor(‘s)(s’) SME status as per certification model provided in the tender documentation. [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 [ ]. 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 5 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: if Subcontractors] including any subcontract agreed hereunder. Subcontracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the subcontracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Subcontractor shall have the same rights and obligations in relation to the work to be performed under the subcontract that the Contractor has agreed in relation to the Work performed under the present Contract. Notwithstanding the normal communication lines within the consortium, and the overall responsibility of the Contractor to ensure proper and timely contractualisation and payments throughout the consortium, the Contractor shall ensure that below provisions are duly reflected in all subcontracts entered into for the purpose of this Contract: Should any Subcontractor encounter serious difficulties in the process leading to: (i) timely payment of due invoices (i.e. related to a milestone already achieved) to be made by the Subcontractor’s direct customer (i.e. not ESA), (ii) contractual coverage of activities already kicked-off, the said Subcontractor may directly contact the Agency at: xxxxxxxxxxxxxxxx@xxx.xxx In doing so, such Subcontractor shall attach the Standard Contact Form available at: xxxx://xxxxx.xxx.xxx.xxx/emits-doc/ESTEC/Indirect-Payments-Query-Form.docx properly filled in or provide the same information in the body of the email. In case any Subcontractor has SME status, as per the definition of SMEs given by the European Commission: xxxx://xxx-xxx.xxxxxx.xx/legal- content/EN/TXT/PDF/?uri=CELEX:32003H0361&from=EN, the Contractor shall ensure that the relevant subcontract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Subcontractor(‘s)(s’) SME status as per certification model provided in the tender documentation. 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. 2.1 General

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 5 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: if Subcontractors] including OPTION]including any subcontract sub-contract agreed hereunder. Subcontracts Sub-contracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the subcontracts sub-contracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Subcontractor Sub-contractor shall have the same rights and obligations in relation to the work to be performed under the subcontract sub-contract that the Contractor has agreed in relation to the Work performed under the present Contract. Notwithstanding the normal communication lines within the consortium, and the overall responsibility of the Contractor to ensure proper and timely contractualisation and payments throughout the consortium, the Contractor shall ensure that below provisions are duly reflected in all subcontracts entered into for the purpose of this Contract: Should any Subcontractor encounter serious difficulties in the process leading to: (i) timely payment of due invoices (i.e. related to a milestone already achieved) to be made by the Subcontractor’s direct customer (i.e. not ESA), (ii) contractual coverage of activities already kicked-off, the said Subcontractor may directly contact the Agency at: xxxxxxxxxxxxxxxx@xxx.xxx In doing so, such Subcontractor shall attach the Standard Contact Form available at: xxxx://xxxxx.xxx.xxx.xxx/emits-doc/ESTEC/Indirect-Payments-Query-Form.docx properly filled in or provide the same information in the body of the email. In case any Subcontractor has SME status, as per the definition of SMEs given by the European Commission: xxxx://xxx-xxx.xxxxxx.xx/legal- content/EN/TXT/PDF/?uri=CELEX:32003H0361&from=EN, the Contractor shall ensure that the relevant subcontract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Subcontractor(‘s)(s’) SME status as per certification model provided in the tender documentation. [END OPTION] 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, 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.