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28 Contract No. ANS CR: 212/2017/IS/ /2017IRIPCR Contact NO- COMSOFT? I l 0V2J7146llIlIIl/ILI!Illlllllllllllllllllll 17 Contract for Work!0% Air Navigation Services of the Czech Republic Contract for Work RAPS 3 - upgrade Concluded pursuant to Section 2586 et seq. of the Civil Code 89/2012 Coll. (hereinafter only the Contract ) Contractual Parties Air Navigation Services of the Czech Republic, (ANS CR) A state enterprise existing and organized under the Iaws of the Czech Republic, having its registered office at: Navigační 787, Jeneč, Czech Republic, Company Identification Number: Tax Identiñcation Number: CZ IBAN: CZ SWIFT code: CEKOCZPP Registered in the Commercial Register of the Municipal Court in Prague, Section A, Insert 10771, Represented by: Mr. Petr Fajtl, Development and planning Division, Director (hereinafter referred to as ANS CR ) and COMSOFT Solutions GmbH Company existing and organized under the Iaws of Germany having its registered office at Wachhausstr. 5a, Karlsruhe, GERMANY VAT number DE IBAN: XXXX XXXX XXXX XXXX XXXX XX SWIFT CODE: XXXXXXXXXXX Name of Bank: XXXXXXXX XXXX XX Represented by Mr. Gerald Enzinger. Managing Director (hereinafter referred to as "COMSOFT ) Hereinafter individually or collectively referred to as a Party" or the Parties".
29 Contract No. ANS CR: 212/2017/IS/013 Contract for Work Contract No. COMSOFT: 1 SUBJECT MATTER 1.1 Upon the terms and subject to the conditions herein contained, COMSOFT undertakes to provide ANS CR with a software upgrade for RAPS-3 ASTERIX Test and Evaluation Tools. The detailed subject of performance of this Contract consists in: a) SW upgrade package including newest SW release for the ANSRAPS3 (serial number 327) including decoding of registers describing route of the aircraft: and b) SW upgrade package including newest SW release for the ANSRAPS4 (serial number 400) including decoding of registers describing route of the aircraft: and (hereinafter referred to as a Supply"). Annex 1 contains respectively Offer RAPS-3 SW Update for ANS-CR of the Supply including technical specification of the Supply and is an integral part of this Contract. 1.2 COMSOFT undertakes to perform the Supply duly and in time. ANS CR undertakes to take over a Supply and to pay to COMSOFT for the Supply under the terms and conditions defined hereafter. The Price of the Supply is given in Article 2 of this Contract. 2 PRICE 2.1 COMSOFT and ANS CR have agreed that the contractual total price for a Supply is: EUR (Say: sixty thousand and one hundred fifty-six Euros) The contractual total price covers SW-Update package including newest SW release and installation guideline instruction and the right to use the software as stated in Article 10 of this Contract. The contractual total price is based on prices for different activities as follows: ltem Item Description Quantity Total (EUR) 001 General SW upgrade of the software configuration of the ,00 ANSRAPS3 (ser.no 327), - incl. upgrade of all ASTERIX categories, incl. new categories: Cat9 ed. 2.1, Cat240 edition 1.3. and Cat 21 edition 2.1 and General SW upgrade of the software configuration of the ,00 ANSRAPS4 (ser.no 400), - incl. upgrade of all ASTERIX categories, incl. new categories: Cat9 ed. 2.1, Cat240 edition 1.3. and Cat 21 edition 2.1 and 2.4 Total for : , The price is quoted in Euros which shall also be the currency used for invoices and payment. 2.3 The price is VAT exclusive. VAT shall be applied in accordance with the Act. No. 235/2004 Coll., on Value Added Tax. The total contractual total price stated in article 2.1 of this Contract is a maximum price under this Contract and covers all costs related to the performance of this Contract and covers all other services, rights and delivery of the Supply provided by COMSOFT. Any change of the total contractual price has to be performed by a written addendum concluded by both Parties in compliance with the Public Procurement Act No. 134/2016 CoII. 2.4 COMSOFT according to section 2620 subs. 2 of the Civil Code hereby declares that it accepts the risk of the change of circumstances and that in this case it has no right to increase the contractual
30 Contract No. ANS CR: 212/2017/lS/O13 Contract for Work Contract No. COMSOFT: total price. However, COMSOFT shall not be responsible for an increase of a contractual price due to changes in law or changes in the scope of work. 2.5 ANS CR has no obligation to provide COMSOFT with an advance payment of the contractual total price. 3 PAYMENT TERMS 3.1 The payment to COMSOFT under this Contract shall be made in Euros, free of any bank charges, in favour of COMSOFT in its account, opened in Deutsche Bank AG as stated at the heading of a Contract. 3.2 The terms of payment shall be set as follows: % of the contractual total price upon complete delivery of the Supply against commercial invoice and protocol signed by both Parties in accordance with article lnvoices issued by COMSOFT shall be sent to ANS CR's address given in the heading of this Contract. lnvoices shall be due within thirty (30) days of receipt thereof by ANS CR. 3.4 Should any delay in payment by ANS CR occur, COMSOFT, without prejudice of any other rights, will be entitled to claim for interest for late payment based on the reference rate prevailing under applicable law at the date of the invoice, as well as require the payment of a late payment fee in accordance with such applicable law. 3.5 ANS CR may return an invoice, if it contains inaccurate or incomplete information or if the price is incorrect. Such return must be made by the due date of the invoice. In such event, COMSOFT shall issue a new invoice or correct the original invoice and fix a new due date. 4 DELIVERY CONDITIONS 4.1 The whole performance of this Contract shall be successfully completed by COMSOFT at the latest within four weeks after the receipt of the systems ANSRAP83 and ANSRAPS4 at COMSOFT premises. 4.2 ANS CR will deliver ANSRAPS3 and ANSRAPS4 not later than three weeks after the Contract comes into force. The price for the transport to COMSOFT and back to ANS CR of ANSRAPS3 and ANSRAPS4 is covered by ANS CR. 4.3 The week" means a period of seven (7) consecutive running days. 4.4 Upon completion of performance of this Contract a hand over protocol shall be signed by both Parties, a copy of which shall be attached to the invoice. A template of the hand-over protocol is in Annex 2 to this Contract which forms an integral part of this Contract. 5 TAXES 5.1 COMSOFT declares that its domicile is in Germany. 5.2 ANS CR declares that its domicile is in the Czech Republic. 5.3 The contractual total price has been calculated and is expressed excluding of VAT, which, if any, shall be borne by ANS CR. Total contractual price for the Supply under this contract is ñnal, including all taxes (except VAT), customs duties and fees. 5.4 All terms of payment according to the Contract shall be subject to the tax Iaws of the Czech Republic and Double Taxation Agreement between the Czech Republic and Germany.
31 Contract No. ANS CR: 212/2017/lS/013 Contract for Work Contract No. COMSOFT: 5.5 ANS CR is not responsible for any COMSOFT obligations to tax offices of the Czech Republic. 6 WARRANTY 6.1 The Supply delivered by COMSOFT under this Contract shall be warranted for a period of twelve (12) months starting from the date of delivery of SW Update on DVD. 6.2 The warranty is strictly limited to the repair, replacement or correction of defective parts of the Supply. Labour costs, travel, board and lodging of COMSOFT personnel related to the reparation, replacement or correction Supply or its part under the warranty shall be borne by COMSOFT. 6.3 The warranty shall not cover the items of Supply which, after delivery of the Supply, have been either modified without COMSOFT prior written agreement, or have been negatively affected by a modification to other items of Supply and/or interfaces without COMSOFT prior written agreement. 6.4 Should, during the warranty period, the Supply be in a situation of total unavailability due to an item covered by the warranty, the said warranty period shall then be extended on a day by day basis by a period of time equal to the above mentioned period of total unavailability of the. Supply This extension will start on the day of notice of unavailability is given by ANS CR and wi end when, after intervention of COMSOFT, the SW is back to operational use. 7 OWNERSHIP RIGHT AND RISK OF DAMAGE 7.1 The risk of the loss or damage to the Supply shall pass to ANS CR on DDP delivery of the relevant Batch as per INCOTERMS 2010 (2010 Edition). 7.2 The ownership right to the Supply shall pass to ANS CR at the date of full payment of the contract price, whereas the ownership to the software shall at all times remain with COMSOFT. 8 CONTRACTUAL PENALTY FOR A LATE DELIVERY 8.1 If COMSOFT fails, for reasons other than causes beyond its control, to present in time the Supply in accordance with the provisions of the time schedule in Article 4 of this Contract and/or fails to complete the performance of this Contract within the term specified in Article 4 of this Contract, ANS CR may claim from COMSOFT, a contractual penalty in the amount of zero point zero five per cent (0.05 %) of the total contractual price of this Contract per full day of delay. Such contractual penalty shall however not exceed ten per cent (10%) of the total contractual price of this Contract. lf the cumulative amount of contractual penalty exceeds ten per cent (10%) of the total contractual price of this Contract, ANS CR shall have the right to terminate the Contract by written notice. ln such a case, termination shall become effective upon the receipt of the notice by COMSOFT. 8.2 Contractual penalty shall be paid by COMSOFT independently on the possible damage caused to ANS CR. Such indemnity mentioned herewith shall be subject of separate reimbursement. 8.3 The detailed statement of contractual penalty claimed by ANS CR shall be notified to COMSOFT, which shall be entitled to submit its comments (explanation and proof of the force majeure or other reason for liberation) to ANS CR within thirty (30) days from the receipt of the notification of the statement. 8.4 Beyond this thirty (30) day time-limit, COMSOFT will be deemed to have not objected to the contractual penalty and will have to pay it through direct bank transfer exclusively.
32 - - identification - exact - number - license - - Contract No. ANS CR: 212/2017/lS/013 Contract for Work Contract No. COMSOFT: 9 COPYRIGHT AND INTELLECTUAL PROPERTY 9.1 The copyrights and any and all intellectual property rights to the Supply shall remain the property of COMSOFT. COMSOFT hereby grants ANS CR a non-exclusive and non-transferable licence to use the Supply for purposes as stipulated in Annex 1. The Parties to this Contract also expressly understand and agree that the provision of information does not mean that ANS CR has permission or that it has been granted a licence to supply any part of the Supply to or to have it manufactured by a third party. The part of hand over protocol according to Article 4.4 of this Contract shall be a separate document containing a detailed list of all SW licenses of third parties provided by COMSOFT during performance of this Contract. Each third party's SW license shall be specified by the following information: of a document on the basis of which COMSOFT obtained the license; title of the obtained SW given by its producer; edition, version, type (if applicable) of obtained licenses; limitations (e.g. identification of language version, bit version, user/ device, datacenter, CPU, CORE or as the case may be other limitations of operation location, country etc.) (if relevant); type of the license and license program (OEM, OLP, SELECT or other); scope of the provided support (length, commencement date, ending date) or exact relation to the Contract. by y 9.2 COMSOFT shall clear ANS CR of legal liability and shall protect it from any Claims made against supposed breach of copyright and/or patent right as a result of the use and/or any handling of the Supply by ANS CR on the condition that ANS CR provides COMSOFT with the opportunity to conduct relevant action and proceedings. This clause regarding liability shall not apply to a case where the Supply is used for purposes other than those stated in Annex Should a court or an arbitrator finally establish that there has been a copyright and/or patent infringement, or should COMSOFT consider that the Supply might give rise to a claim or suit for infringement, then COMSOFT may at its sole options: Obtain the right, at its own expense, for ANS CR to continue the use of the Supply, Substitute equivalent equipment to the infringing pieces of Supply, Modify the infringing pieces of Supply so as to eliminate the infringement. 9.4 COMSOFT shall reimburse ANS CR for any costs, fines or damages incurred by breaching its obligations described under the Clause 8. 9,5 ln case of replacement or modification, COMSOFT warrants that the software shall have the same functionalities as the Supply that is being replaced or modiñed. The options described above shall constitute the sole remedy to ANS CR in case of infringement of third patent. parties' copyright and/or 9.6 ANS CR warrants that any designs or instructions that may be furnished or given to COMSOFT for the purpose of performance of the Contract shall not cause COMSOFT to infringe any patent, registered design, trademark or copyright. ANS CR shall, in this respect, hold harmless and indemnify COMSOFT in the same way as provided under Article INTELLECTUAL PROPERTY 10.1 All intellectual property rights, including but not limited to the right to patent, copyright, trademarks and design rights in the hardware, software and/or documentation arising and created under or in connection with this offer and the related order/ contract shall remain at all times vested in COMSOFT and/or its suppliers and Iicensors.
33 Contract No. ANS CR: 212/2017/IS/013 Contract for Work Contract No. COMSOFT: 11 FORCE MAJEURE 11.1 Each Party shall not have any legal Iiability to the other Party if it cannot perform its obligations under this Contract for a cause of force majeure, i.e. any event that is beyond its reasonable control ln such a case, the Party, which is prevented from fulfilling its contractual obligations by the force majeure event, shall give notice of the event and the time set forth in Article 4 of this Contract will be extended by the number of days necessary to overcome the causes of the delay De iveries under and performance of this Contract shall be resumed as soon as practicable after such event has come to an end. If the performance of whole or part of this Contract is delayed by reason of force majeure for a period exceeding six (6) months, either Party may request termination of this Contract or the affected part thereof. Then the Parties will endeavour to establish by mutual agreement on the termination of the contractual relationship; failing such an agreement, provisions of Clause 17 hereafter shall apply Termination of this Contract in accordance with the above will not affect the debts already payable between the Parties. 12 ASSIGNMENT - SUBCONTRACTING 12.1 Neither Party to this Contract shall be entitled to assign or transfer any of its contractual rights or obligations to any third party without prior written approval from the other Party; such approval shall not be denied unreasonably COMSOFT shall be entitled to subcontract, under its responsibility, any part of this Contract. 13 TERMINATION 13.1 Termination for breach by COMSOFT ANS CR will have the right to withdraw from a non-fulfilled part of the Contract if COMSOFT for reasons other than those which are out of its control and/or with the exception of cases where the non-fulfilment of COMSOFT commitments can be attributed to ANS CR does not fulfil its i commitments ANS CR shall notify COMSOFT of its withdrawal from the non-fulfilled part Contract in accordance with Clause above in a registered letter with a forty five (45) days additional period provided for fulfllling the obligation in question. The notice of withdrawal shall only apply to the consignment, which is delayed If COMSOFT fulflls its obligations during this forty five (45) days period, ANS CR shall no longer be entitled to insist on its withdrawal from the Contract Termination for breach by ANS CR J COMSOFT shall have the right to terminate in whole this Contract by operation of law and without necessity of an arbitration award in case ANS CR has failed to fulfil any of its obligations under ; this Contract, for reasons other than those which are out of its control and/or with the exception of i cases where the non-fulfilment of ANS CR commitments can be attributed to COMSOFT, and such failure has lasted for more than forty five (45) days. In such a case, termination shall be notified to ANS CR by a three (3) month formal notice to perform and shall become effective upon the term of such three (3) month period if ANS CR's failure remains not cured at that time lf ANS CR fultils its obligations during this three (3) month period, COMSOFT shall no longer be entitled to insist on termination of this Contract Either Party shall have the right to terminate this Contract in the case that the other Party is in bankruptcy according to its national law.
34 Contract No. ANS CR: 212/2017/lS/013 Contract for Work Contract No. COMSOFT: 13.4 Liquidation settlement in case of termination _ In case of termination for any reason whatsoever, the Parties wrll try to establish by mutual agreement a liquidation settlement; failure such an agreement, provisions of Clause 16 hereinafter shall apply Any termination for any reason whatsoever will not affect debts already payable between the Parties with respect to the completed part of the Contract. 14 LIABILITY 14.1 Either Party shall defend, indemnify, and hold the other Party harmless from any and all claims, Iosses, expenses, costs or damages directly arising from the injury to or death of any person and the damage to or loss of any property, which it has caused in the framework of this Contract Notwithstanding article 14.1 above, COMSOFT shall be liable to ANS CR only for damages which arise directly from the performance, incorrect performance or non-performance of COMSOFT duties and obligations under this Contract, provided always that the aggregate of all damages payable by COMSOFT (including the contractual penalty set forth in Article 9) shall not exceed one hundred per cent (100%) of the total price of the Contract Under no circumstances shall COMSOFT be liable for any indirect, special, incidental or consequential damages, including but not limited to loss of anticipated profit or loss resulting from business disruption, even if COMSOFT has been advised of the possibility of such damages. 15 MISCELLANEOUS 15.1 The present Contract consists of Clauses 1 to 17 and Annex 1 which is an integral part of this Contract No change, alteration, modification or addition to this Contract shall be valid unless made in writing and properly executed by the Parties hereto If any of the provisions of this Contract is found, by a competent authority, to be void or unenforceable, such provision shall be deemed to be deleted from this Contract while the other provisions of this Contract shall remain in full force and effect. The Parties shall negotiate in good faith in order to agree upon a mutually satisfactory provision to be substituted for the provision so found to be void or unenforceable The headings used in this Contract are for convenient reference only and cannot be used for interpreting the provisions of this Contract The English language version of this Contract shall be the prevailing version in the event this Contract is written in more than one (1) language By sígning this Contract COMSOFT acknowledges that it is not authorized to disclose or disseminate any information which could affect the security of civil aviation, namely due to requirements for maintaíning security in civil aviation resulting from the relevant legislation (in particular the ICAO Annex 17) and imposing on air navigation service providers to take appropriate actions as a base to provide safeguardíng of civil aviation against acts of unlawful interference. Particularly, COMSOFT shall not anyhow reproduce and redistribute any information acquired in connection with the performance thereof COMSOFT acknowledges that ANS CR is obliged to publish this Contract and associated information and documents related to the performance under this Contract pursuant to the Act No. 340/2015 Coll., on the Register of Contracts, as amended, and the Act No. 134/2016 Colt., on Public Procurement, as amended. However, information relating to copyright in accordance with the Copyright Act and information under provisions of Section 504 and 1730 subs.2 of the Civil Code will continue to be protected. K./\ QR'
35 Contract No. ANS CR: 212/2017/lS/013 Contract No. COMSOFT: Contract for Work Trade secret. Trade secret, within the sense of 504 of the Civil Code, means all information detailed in Annex No. 1 and for this reason the Annex No. 1 will neither be published nor provided according to Article 15.7 of this Contract COMSOFT declares that it is sufflciently insured to cover its liability for damage caused to third parties For avoidance of any doubts, the Parties hereby declare, that all data, configurations, user settings or templates created by means of the software or contained therein, shall be subject to intellectual property rights of ANS CR and COMSOFT shall be entitled to use them during performance of this Contract on the basis of explicit instruction given by ANS CR Communications All communications concerning operational aspects of a Contract shall be addressed to: On the part of ANS CR: On the part of COMSOFT: Name: Mr. lvan Uhlir Name: Sven Koch Position: Planning and Development Division Position: Product Manager RAPS Telephone: Telephone: uhlir@ans.cz sven.koch@comsoft.aero The Parties agreed in accordance with 558 Sec. 2 of the Civil Code that the contractual relationship established hereby excludes the application of business practices. 16 SETTLEMENT OF DISPUTES 16.1 Any dispute, controversy or claim arising out of or in connection with this Contract, or the breach, termination or invalidity therefore, which cannot be settled by Parties in a friendly manner, shall'be tinally settled under the appropriate court of the Czech Republic. The Parties hereby agree that a court of ANS CR registered office shall be considered appropriate The language to be used in trial shall be Czech language This Contract is governed by Czech law. 17 ENTER INTO FORCE 17.1 Both Parties declare that the individual Clauses of this Contract are sufficient with regards to the requirements for forming a contractual relationship, that the contractual freedom of the Parties has been used and that the Contract has been concluded in such a way that it is not to the debit of either Party Both Parties declare that regarding their own national regulations, they are fully entitled to sign the present Contract This Contract shall be valid upon Signature by ANS CR and COMSOFT and shall enter into force on a day when it is registered in a Registry of Contracts 17.4 This Contract has been signed by ANS CR and COMSOFT by their duly authorised representatives in four (4) original copies, in English, each Party obtaining two copies An integral part hereof is the following Annex:
36 , Contract No. ANS CR: 212/2017/lS/013 Contract No. COMSOFT: Contract for Work Annex 1: Offer RAPS-3 SW Update for ANSCR. Annex 2: A template of hand over protocol ln Karlsruhe, on ln Jeneč, on For and on behalf of: For and on behalf of: COMSOFT GmbH Solutions Air Navigation Services of the Czech Republic Name: Mr. Gerald Enzinger Name: Mr. Petr Fajtl Title: Managing Director Title: Planning Division, and Development Director.m Signature: / A Air Navigation Services OMSOFT Solutions GmbH Wachhausstr. Sa, Karlsruhe W 4 of the Czech Republic (ANS CR) m ANS Planning and Development Division Naviglcni 787 (1) Jenec, Czech Republic'
37 Contract No. ANS CR: 212/2017/IS/013 Contract forwork Contract No. COMSOFT: Annex 1 to Contract for Work for RAPS 3 - upgrade - upgrade Offer RAPS 3 Offer Ref.: 2017_00496, version: V 1.1, dated Number of pages: 11
38 - Offer RAPS 3 upgrade Offer Ref.: 2017_00496 Version: V1.1 Date: Doc ID: Offer_201 7_00496_V1.1 Customer: ANS-CR, Czech Republic Status: Released Information Class: Conñdential COMSOFT SOLUTIONS
39 Contract No. ANS CR: 212/2017/lS/013 Contract for Work Contract No. COMSOFT: k Annex 2 to Contract for Work for RAPS 3 - upgrade A template of Hand over protocol 11
40 - General - General Contract No. ANS CR: 212/2017/IS/013 Contract for Work Contract No. COMSOFT: THE HAND OVER PROTOCOL The present protocol is to attest that the SW upgrade of the software conñguration of the ANSRAPSB (ser.no 327), incl. upgrade of all ASTERIX categories, incl. new categories: Cat9 ed. 2.1, Cat240 edition 1.3. and Cat 21 edition 2.1 and 2.4 and SW upgrade of the software configuration of the ANSRAPS4 (ser.no 400), incl. upgrade of all ASTERIX categories, incl. new categories: Cats ed. 2.1, Cat240 edition 1.3. and Cat 21 edition 2.1 and 2.4 as stipulated in Article 1 of Contract No 212/2017/IS/013 signed on DD.MM.YYYY between ANS CR and COMSOFT was received and accepted by Air Navigation Services of the Czech Republic. Date: On behalf of ANS CR: 12
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