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 the laws of the Czech Republic. 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 Prague, Czech Republic. 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, 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. Notwithstanding the normal communication lines within the consortium, and the overall responsibility of the Contractor to ensure proper and timely placing of sub- contracts and processing of payments throughout the consortium, the Contractor shall ensure that below provisions are duly reflected in all sub-contracts entered into for the purpose of this Contract: Should any Sub-contractor 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 Sub-contractor’s direct customer (i.e. not ESA), (ii) contractual coverage of activities already kicked-off, the said Sub-contractor may directly contact the Agency at: . In doing so, such Sub-contractor 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 Sub-contractor 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 sub-contract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Sub-contractor(‘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. 1.3.6 In the discharge of its obligations under this Contract, the Contractor shall additionally comply with the Eligibility Requirements identified in Article 18, paragraph 2 of the ESA Procurement Regulations. This applies at the moment of Contract signature as well as for the whole duration of the Contract.

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 Law according to which this Contract shall be construed is the laws of the Czech RepublicSlovakia. 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 PragueBratislava, Czech RepublicSlovakia. 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, including any subSub-contract agreed hereunder. Sub-Sub- contracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the subSub-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 subSub-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 placing of sub- contracts performance and processing of payments throughout the consortium, the Contractor shall ensure that below provisions are duly reflected in all sub-contracts entered into for the purpose of this Contract: Should any Sub-contractor 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 Sub-contractor’s direct customer (i.e. not ESA), (ii) contractual coverage of activities already kicked-off, the said Sub-contractor may directly contact the Agency at: . In doing so, such Sub-contractor 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 Sub-contractor 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 sub-contract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Sub-contractor(‘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. 1.3.6 In the discharge of its obligations under this Contract, the Contractor shall additionally comply with the Eligibility Requirements identified in Article 18, paragraph 2 of the ESA Procurement Regulations. This applies at the moment of Contract signature as well as for the whole duration of the Contract.

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 the laws law of the Czech Republic. 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 one (1) or three (3) arbitrators designated in conformity with such Rules. The Arbitration Tribunal shall sit in Prague, Czech Republic. 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, including any sub-contract subcontract agreed hereunder. Sub-contracts Subcontracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the sub-contracts subcontracts shall secure for the Agency any rights granted to it under the terms of this Contract. The Sub-contractor Subcontractor shall have the same rights and obligations in relation to the work to be performed under the sub-contract 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 placing of sub- contracts subcontracts and processing of payments throughout the consortium, the Contractor shall ensure that the below provisions are duly reflected in all sub-contracts subcontracts entered into for the purpose of this Contract: Should any Sub-contractor 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 Sub-contractorSubcontractor’s direct customer (i.e. not ESA), (ii) , or contractual coverage of activities already kicked-off, the said Sub-contractor Subcontractor may directly contact the Agency at: . xxxxxxxxxxxxxxxx@xxx.xxx In doing so, such Sub-contractor Subcontractor shall attach the Standard Contact Form Form, available at: xxxx://xxxxx.xxx.xxx.xxx/emits-doc/ESTEC/Indirect-Payments-Query-Form.docx xxxxx://xxxxxxx-xxxxxxxxxxx.xxx.xxx.xxx/supportingDocumentation properly filled in or provide the same information in the body of the email. In case any Sub-contractor 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=ENxxxx://xxx-xxx.xxxxxx.xx/legal-content/EN/TXT/PDF/?uri=CELEX:32003H0361&from=EN, the Contractor shall ensure that the relevant sub-contract subcontract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Sub-contractor(‘s)(sSubcontractor(’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. 1.3.6 In The Contractor shall, in accordance with the discharge Agency’s Policy on the Prevention, Detection and Investigation of Fraud, to the extent allowed by applicable national law, cooperate with the Agency’s investigation team in any investigation of fraud initiated by the Agency and inform its obligations under personnel of their obligation to cooperate accordingly. The Contractor shall ensure that this provision is duly reflected in all subcontracts entered into for the purpose of this Contract, the Contractor shall additionally comply with the Eligibility Requirements identified in Article 18, paragraph 2 of the ESA Procurement Regulations. This applies at the moment of Contract signature as well as for the whole duration of the Contract.

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 Law according to which this Contract shall be construed is the laws law of the Czech RepublicSlovakia. 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 PragueBratislava, Czech RepublicSlovakia. 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, including any subSub-contract agreed hereunder. Sub-contracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the subSub-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 subSub-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 placing of sub- contracts subcontracts and processing of payments throughout the consortium, the Contractor shall ensure that below provisions are duly reflected in all sub-contracts entered into for the purpose of this Contract: Should any Sub-contractor 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 Sub-contractor’s direct customer (i.e. not ESA), (ii) contractual coverage of activities already kicked-off, the said Sub-contractor may directly contact the Agency at: xxxxxxxxxxxxxxxx@xxx.xxx. In doing so, such Sub-contractor 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 Sub-contractor 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 sub-contract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Sub-contractor(‘s)(s’) Sub- contractors’ 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. 1.3.6 In the discharge of its obligations under this Contract, the Contractor shall additionally comply with the Eligibility Requirements identified in Article 18, paragraph paragraphs 2 and 12, of the ESA Procurement Regulations. This applies at the moment of Contract signature as well as for the whole duration of the Contract. 1.3. 7The Contractor shall, in accordance with the Agency’s Policy on the Prevention, Detection and Investigation of Fraud, cooperate with the Agency’s investigation team in any investigation of fraud initiated by the Agency and inform its personnel of their obligation to cooperate accordingly. The Contractor shall ensure that this provision is duly reflected in all subcontracts entered into for the purpose of this Contract.

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 the laws law of the Czech RepublicSlovakia. 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 (1) or three (3) arbitrators designated in conformity with such Rules. The Arbitration Tribunal shall sit in PragueBratislava, Czech RepublicSlovakia. 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, including any sub-contract subcontract agreed hereunder. Sub-contracts Subcontracts other than those specified in Article 3.1 below are expressly excluded. The conditions of the sub-contracts subcontracts 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. Notwithstanding the normal communication lines within the consortium, and the overall responsibility of the Contractor to ensure proper and timely placing of sub- contracts subcontracts and processing of payments throughout the consortium, the Contractor shall ensure that the below provisions are duly reflected in all sub-contracts subcontracts entered into for the purpose of this Contract: Should any Sub-contractor 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 Sub-contractorSubcontractor’s direct customer (i.e. not ESA),, or (ii) contractual coverage of activities already kicked-off, the said Sub-contractor Subcontractor may directly contact the Agency at: xxxxxxxxxxxxxxxx@xxx.xxx. In doing so, such Sub-contractor Subcontractor shall attach the Standard Contact Form Form, available at: xxxx://xxxxx.xxx.xxx.xxx/emits-doc/ESTEC/Indirect-Payments-Query-Form.docx xxxxx://xxxxxxx-xxxxxxxxxxx.xxx.xxx.xxx/supportingDocumentation properly filled in or provide the same information in the body of the email. In case any Sub-contractor 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 sub-contract subcontract foresees an automatic grant of a 35% Advance Payment. The Contractor shall have the responsibility of obtaining the self-certification of the Sub-contractor(‘s)(sSubcontractor(’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. 1.3.6 In The Contractor shall, in accordance with the discharge Agency’s Policy on the Prevention, Detection and Investigation of Fraud, to the extent allowed by applicable national law, cooperate with the Agency’s investigation team in any investigation of fraud initiated by the Agency and inform its obligations under personnel of their obligation to cooperate accordingly. The Contractor shall ensure that this provision is duly reflected in all subcontracts entered into for the purpose of this Contract, the Contractor shall additionally comply with the Eligibility Requirements identified in Article 18, paragraph 2 of the ESA Procurement Regulations. This applies at the moment of Contract signature as well as for the whole duration of the Contract.