Procurement observatory.

<!-- PAGE 1 -->Purchase agreement

Buyer’s Contract No.: *to be completed prior to signature*

| Buyer: | Palacký University Olomouc |
| --- | --- |
| Registered office: | Křížkovského 511/8, 779 00 Olomouc, Czech Republic |
| Company ID no.: | 619 89 592 |
| VAT ID no.: | CZ61989592 |
| Legal form: | Public university established under Act No. 111/1998 Coll., on Higher Education Institutions, as amended |
| Statutory body: | doc. JUDr. Michael Kohajda, Ph.D., rector |
| Bank details: | Komerční banka, a.s. |
| Bank account no.: | 19-1096330227/0100 |
| Authorized person to act in technical matters: | *to be completed prior to signature*, e-mail: *to be completed prior to signature*, telephone: *to be completed prior to signature* |
|  |  |
| and |  |
|  |  |
| Seller: | *to be completed prior to signature* |
| Registered office: | *to be completed prior to signature* |
| Company ID no.: | *to be completed prior to signature* |
| VAT ID no.: | *to be completed prior to signature* |
| Entry in CR: | *to be completed prior to signature* |
| Statutory body: | *to be completed prior to signature* |
| Bank details: | *to be completed prior to signature* |
| Bank account no.: | *to be completed prior to signature* |
| Authorized person to act in technical matters: | *to be completed prior to signature*, e-mail: *to be completed prior to signature*, telephone: *to be completed prior to signature* |

have concluded, on the day, month and year set out below, pursuant to Section 2079 et seq. of the Civil code, this Agreement.

Preamble

Whereas

1. the Seller submitted a Tender in the procurement procedure for the Public procurement, which was awarded in accordance with ZZVZ and the performance of which is co-financed from a Grant; and
2. the Seller was awarded in such procedure for the execution of this Agreement;

the Contracting parties have agreed to conclude the following Agreement.

Definitions and interpretation

For the purposes of this Agreement, the following terms, expressions and abbreviations shall have the meanings set out below:

**Agreement** means this Purchase agreement concluded between the Contracting parties;

**Authorised persons** means persons authorised to act on behalf of a Contracting party within a specific scope, or within the scope further defined in this Agreement;

**Buyer** means the Contracting party designated as such in the heading of this Agreement;

**Contracting parties** means the Buyer and the Seller;

**Civil code** means Act No. 89/2012 Coll., the Civil Code, as amended;

**CR** means the Commercial Register;

**Financial control act** means Act No. 320/2001 Coll., on Financial Control in Public Administration and on Amendments to Certain Acts (Financial Control Act), as amended;

**Grant** means co-financing from the project “Spojené laboratoře pro materiálové a analytické technologie (SMALT)“, reg. no. CZ.01.01.01/04/23_041/0005580, within the Operational Programme Technology and Applications for Competitiveness;

**Handover protocol** means the protocol on the handover and acceptance of the Subject of purchase signed by the Authorised persons acting on behalf of the Contracting parties in technical matters;

**Public procurement** means the public procurement entitled “UPOL/FoS/DEP - Cryostat systems for Mössbauer spectroscopy”;

**Purchase price** means the purchase price for the proper and timely delivery of the Subject of purchase pursuant to this Agreement;

**Register of contracts act** means Act No. 340/2015 Coll., on Special Conditions for the Effectiveness of Certain Contracts, the Publication of Such Contracts and the Register of Contracts (Register of Contracts Act), as amended;

**Seller** means the Contracting party designated as such in the heading of this Agreement;

**Subject of purchase** means Cryostat systems for Mössbauer spectroscopy; the Subject of purchase is further specified in the Tender and the Technical specification;

**Technical specification** means the detailed specification of the Subject of purchase which formed part of the Tender and constitutes an annex to this Agreement;

**Tender** means the tender submitted by the Seller in the procurement procedure for the Public procurement; the Tender also includes any supplements thereto submitted at the request of the Buyer prior to the execution of this Agreement;

**VAT** means value added tax;

**Warranty** means the warranty for quality within the meaning of Section 2113 et seq. of the Civil Code provided by the Seller under the terms of this Agreement;

**ZZVZ** means Act No. 134/2016 Coll., Public Procurement Act, as amended. 

An exception to the interpretation of the above terms, expressions and abbreviations shall apply where the context of a specific provision requires a different interpretation.

Unless the context of this Agreement requires otherwise:

headings shall be disregarded in the interpretation of this Agreement;

words in the singular shall include the plural and vice versa where the context so requires; and

words denoting a particular gender shall include all genders.

1. Subject matter of the Agreement

The subject matter of this Agreement is the obligation of the Seller to deliver the Subject of purchase to the Buyer in the agreed quantity and quality and to enable the Buyer to acquire title to the Subject of purchase, and the obligation of the Buyer to accept the Subject of purchase and to pay the Seller the Purchase price for it.

Delivery of the Subject of purchase shall also include its transport to the place of performance under this Agreement and the delivery of all documentation required under the legal regulations of the Czech Republic. As part of the delivery of the Subject of purchase, the Seller shall also carry out complete system integration, installation, commissioning, and user training by a qualified employee.

Time and place of performance of the Agreement

The Seller undertakes to hand over the Subject of purchase to the Buyer within 10 months from the date this Agreement becomes effective.

The Seller shall hand over the Subject of purchase to the Buyer at the place of performance, which is Palacký University Olomouc, Faculty of Science, Department of Experimental Physics, Šlechtitelů 813/21 (Science and Technology Park – block C), 779 00 Olomouc - Holice, Czech Republic.

The Contracting Parties agree to exclude the application of Sections 2126 and 2127 of the Civil Code.

Purchase price and payment terms

The Purchase price of the Subject of purchase has been agreed by the Contracting parties in the amount of ***[to be completed prior to signature of the Agreement]* CZK excluding VAT**.

The Purchase price has been agreed by the Contracting parties as fixed, final and the maximum permissible amount. The Purchase price includes the entire Subject of purchase as defined in this Agreement and its annexes.

VAT shall be added to the Purchase Price at the rate applicable under the legislation in force at the time of the taxable supply.

The Purchase price shall be paid on the basis of a single invoice by bank transfer to the Seller’s bank account. The invoice issued under this Agreement must meet the requirements of a tax invoice under the applicable legal regulations and must contain all particulars stipulated in this Agreement. The particulars of the invoice required by this Agreement are

the Seller’s details within the meaning of Section 435 of the Civil Code,

the Buyer’s number of this Agreement,

identification of the Grant by stating the name of the grant project and its registration number,

the signature of the person authorised to issue the invoice on behalf of the Seller.

A copy of the Handover protocol shall be attached to the invoice. The date of taxable supply shall be the date of handover and acceptance of the Subject of purchase as stated in the Handover protocol.

The Seller is entitled to issue the invoice only after delivery of the Subject of purchase, its commissioning, installation and training of the operators, which shall be confirmed by the signing of the Handover protocol.

The payment period shall be 30 calendar days from the delivery of the invoice to the Buyer. In the case of electronic invoicing, the Seller is obliged to deliver the invoice to the e-mail address of the Authorised person acting in technical matters on behalf of the Buyer or to the e-mail address <faktury@upol.cz>. The Buyer’s pecuniary obligation shall be deemed fulfilled on the date the amount corresponding to the Purchase price is debited from the Buyer’s bank account in favour of the Seller’s bank account.

If the invoice does not contain any of the particulars required by this Agreement or if the Seller incorrectly charges VAT, the Buyer is entitled to return it to the Seller for correction. The Seller shall make the correction by issuing a new invoice. The return of the original invoice shall interrupt the running of the payment period, and a new payment period in the full original length shall commence upon delivery of the new invoice to the Buyer.

The Contracting parties are obliged to inform each other of any changes in bank details without the need to conclude a written amendment to this Agreement.

1. Seller’s declarations and other rights and obligations
   1. 1. 1. Pursuant to Section 2103 of the Civil code, the Seller assures the Buyer that the Subject of purchase is free from defects.
         2. If the delivery of software forms part of the Subject of purchase, the Seller declares that it is authorised to dispose of such software and that, as of the date of handover of the Subject of purchase, it grants the Buyer a non-exclusive licence unlimited in time and territory for its use. The licence covers the use of the Subject of purchase, its repair and handling, including updates for the duration of the Warranty. The remuneration for granting the licence is included in the Purchase price.
         3. The Contracting parties undertake to provide each other with all necessary cooperation for the proper performance of this Agreement. In addition, the Seller is obliged to provide the Buyer with the necessary cooperation in all activities related to the commencement of use of the Subject of purchase.
         4. The Buyer shall not provide the Seller with any advance payment. The Buyer is entitled to set off its claim against any claim of the Seller regardless of the maturity of either claim. The Seller is not entitled to assign its rights and obligations under this Agreement to a third party without the Buyer’s consent.
         5. By signing this Agreement, the Seller confirms and makes binding for the performance of this Agreement the declarations contained in its Tender.
         6. The Seller undertakes to ensure lawful employment of persons and to provide employees participating in the performance of this Agreement with fair and dignified working conditions. Fair and dignified working conditions shall mean working conditions that comply at least with the minimum standards arising from labour law regulations, wage regulations and occupational health and safety regulations. The Seller is further obliged to ensure proper and timely fulfilment of its financial obligations towards its subcontractors directly participating in the performance of this Agreement (excluding suppliers of materials or goods in the case of resale). Proper and timely fulfilment shall mean full payment of duly issued and delivered invoices for performance related to this Agreement, always no later than 15 calendar days from receipt of payment from the Buyer for the specific performance, unless the maturity date of the subcontractor’s claim occurs earlier.
         7. The Seller further undertakes to transfer obligations identical to those set out in the preceding paragraph to subsequent levels of the supply chain and to bind its subcontractors directly participating in the performance of this Agreement (excluding suppliers of materials or goods in the case of resale) to comply with such obligations. To prove compliance with these obligations, the Seller shall, upon the Buyer’s request, submit contracts concluded with subcontractors and, in the case of proper fulfilment of financial obligations, also proof of payments made to subcontractors. Failure to comply with any of these obligations shall constitute a material breach of this Agreement.
         8. The Seller undertakes to provide training in the operation of the delivered Subject of purchase in the scope of at least 1 session of 3 hours for at least 2 representatives of the Buyer, which is a condition for proper handover and acceptance of the Subject of purchase. Professionally qualified service technicians and/or application specialists shall provide initial training to the necessary extent. All training shall take place at the place of performance unless otherwise agreed in writing by the Authorised persons acting in technical matters on behalf of the Contracting parties. The exact date of the training must be approved sufficiently in advance by the Authorised person acting in technical matters on behalf of the Buyer. All costs associated with the above training (including the stay of service technicians, application specialists and/or accessory suppliers’ specialists) shall be borne by the Seller.

The Seller shall be obliged to provide the Buyer with information on: 

the name of the entity / the first and last name and identification number / personal identification number of any subcontractor whose subcontracted performance exceeds EUR 50,000 excl. VAT; and 

the subcontracting agreement (date of execution of the subcontracting agreement, title of the agreement, reference number, and the contractual amount excl. VAT).

- The required information shall be communicated by the Seller to the Buyer in writing by means of a message sent via the E‑ZAK electronic tool available at <https://zakazky.upol.cz/vz00005893> or by e‑mail to <zakazky@upol.cz>. 
- The obligation set out in this provision of the Agreement shall not apply if the Seller declares to the Buyer, in the same manner, that it will perform the subject matter of the Agreement without using subcontractors, or that none of the subcontracted performances reaches the threshold specified above in this provision of the Agreement.

Delivery conditions

The Subject of purchase shall be delivered by the Seller as fully functional, new, not refurbished and without the need for any additional costs on the part of the Buyer. The Seller is not entitled to deliver a greater quantity of the Subject of purchase within the meaning of Section 2093 of the Civil code. The Contracting parties further agree to exclude the application of Section 2099(2) of the Civil code.

If certain properties of the Subject of purchase cannot be determined from other provisions of this Agreement, the Seller undertakes that the Subject of purchase shall have customary properties.

The Buyer is entitled, but not obliged, to accept the Subject of purchase if it shows minor defects which, individually or in combination with others, do not prevent its proper use. In such case, the Handover protocol shall include a list of minor defects together with a deadline for their removal. If the Contracting parties do not agree on the deadline for removal, it shall be determined by the Buyer.

Upon handover and acceptance of the Subject of purchase, the Contracting parties shall draw up a Handover protocol signed by the Authorised persons acting in technical matters on behalf of the Contracting parties.

As part of the handover of the Subject of purchase, the Seller is obliged to demonstrate, in particular but not exclusively, full functionality and compliance with all parameters specified in the Technical specification.

Seller’s liability for defects and warranty

The Seller’s liability for defects shall be governed by the Civil code with the deviations set out in this Agreement.

The rights arising from defective performance, if such defective performance constitutes a material breach of this Agreement, are agreed by the Contracting parties differently from Section 2016 of the Civil code. If a defect arises which in itself or in combination with others constitutes a material breach of this Agreement, the Buyer shall have the right, no later than 14 calendar days from notification of the defect, to choose one of the following rights arising from defective performance:

the right to free repair of the Subject of purchase or delivery of its missing parts,

the right to a reasonable discount from the Purchase price corresponding to the nature and extent of the defect,

the right to withdraw from the Agreement.

If the Buyer chooses the right arising from defective performance in the form of free repair of the Subject of purchase or delivery of its missing part, the Seller is obliged to:

commence repair of the defect or take over the Subject of purchase or its part for repair no later than:

5 calendar days from notification of the defect in the case of defects preventing use of the Subject of purchase,

10 calendar days from notification of the defect in the case of other defects;

remove the defect within the period agreed in writing by the Contracting parties, and if no such agreement is reached, no later than:

10 calendar days from the Buyer’s choice of the right in the case of defects preventing use of the Subject of purchase,

15 calendar days from the Buyer’s choice of the right in the case of other defects.

If it is necessary to deliver the Subject of purchase or its part to the Seller’s registered office or place of business for repair, the Seller shall arrange collection at its own expense. The Seller shall also, at its own expense, deliver the Subject of purchase or its part back to the place of original handover after repair. The Contracting parties may, however, agree on a different procedure in a specific case.

The Seller provides the Buyer with a Warranty of at least 12 months from the date of signing of the Handover Protocol. If a longer warranty period results from the Technical specification or from another document forming part of the Seller’s Tender or from a document delivered to the Buyer upon handover of the Subject of purchase, such longer warranty period shall apply. During the Warranty period, the Buyer shall be entitled to free, timely and proper removal of reported defects.

The Buyer shall report all defects of the Subject of purchase to the Seller through its Authorised person acting in technical matters, unless the warranty conditions of the Subject of purchase stipulate a different procedure.

The Seller is obliged to compensate the Buyer for damage incurred due to defective performance by the Seller, as well as for costs incurred by the Buyer in exercising rights arising from defective performance.

The Seller is obliged to remove defects even where it denies liability. If it is proven that the defect arose due to a reason for which the Seller is not liable, the Buyer shall reimburse the Seller for reasonably and effectively incurred costs. However, for the Seller to be entitled to reimbursement of such costs, it must deny its liability for the defects in writing within 7 calendar days from notification by the Buyer and deliver such denial to the Buyer within the same period.

Termination of the Agreement and Contractual penalty

This Agreement may be terminated by unilateral withdrawal in cases arising from legal regulations and further in the event of its material breach by either of the Contracting parties. A material breach of this Agreement shall mean in particular

delay in the proper and timely handover of the Subject of purchase exceeding 14 calendar days;

the existence of defects in the Subject of purchase rendering it unusable;

absence of properties of the Subject of purchase stipulated by the Buyer or expressly assured by the Seller;

occurrence of any of the following situations:

the Seller enters into liquidation;

the competent court decides on the Seller’s insolvency; or

the Seller files an insolvency petition with respect to itself

if the Buyer discovers that any declaration made by the Seller in its Tender is untrue, irrespective of whether such declaration was true at the time of submission of the Tender;

if, after the conclusion of this Agreement, the Buyer discovers that any information provided by the Seller in its Tender, which was evaluated as part of the evaluation criteria, was not true as of the tender submission date, and such information had or could have had an effect on the outcome of the tender evaluation;

delay of the Buyer in payment of the Purchase price exceeding 60 calendar days, despite a prior written notice from the Seller requesting performance and granting an additional reasonable period;

breach of other obligations where such breach is designated in this Agreement as a material breach.

Withdrawal from this Agreement shall not affect the right to payment of contractual penalties, default interest or the right to compensation for damage arising from breach of contractual obligations. Upon withdrawal, the Agreement shall terminate on the date of delivery of the written notice of withdrawal to the other Contracting party.

The Agreement may also be terminated by a written agreement of the Contracting parties.

The Contracting parties agree on the following contractual penalties for breach of specified obligations:

in the event of Seller’s delay in the proper and timely handover of the Subject of purchase, the Seller shall pay the Buyer a contractual penalty of 0.2% of the Purchase Price excluding VAT for each commenced calendar day of delay until fulfilment of the obligation;

in the event of Seller’s failure to commence removal of a defect within the specified period or delay in removal of a defect within the prescribed period, the Seller shall pay the Buyer a contractual penalty of 0.1% of the Purchase price excluding VAT for each commenced calendar day of breach until fulfilment of the obligation;

if, after the conclusion of this Agreement, the Buyer discovers that any information provided by the Seller in its Tender, which was evaluated as part of the evaluation criteria, was not true as of the tender submission date, and such information had or could have affected the outcome of the tender evaluation, the Seller shall be obliged to pay the Buyer a contractual penalty in the amount of 5% of the Purchase Price excluding VAT.

Contractual penalties shall not be set off against any claim for damages. Damages may be claimed separately and in full in addition to contractual penalties.

The maturity of contractual penalties is agreed at 30 calendar days from delivery of the written statement of account thereof.

The Buyer shall be entitled to set off a claim arising from an entitlement to a contractual penalty also against a claim of the Seller for payment of the Purchase Price, even if such claim of the Seller is not yet due.

Final provisions

This Agreement and the rights and obligations arising therefrom shall be governed by the laws of the Czech Republic, in particular the Civil code.

This Agreement may be amended or supplemented only by written, consecutively numbered amendments agreed by both Contracting parties, unless otherwise provided in this Agreement.

The provisions of this Agreement are severable. If any provision becomes invalid or ineffective, the validity and effectiveness of the remaining provisions shall not be affected. The Contracting parties undertake to replace any invalid or ineffective provision with a new valid provision that most closely reflects the meaning and economic purpose originally intended by the Contracting parties at the time of conclusion of this Agreement. The same shall apply in the event of any gaps in this Agreement.

The Contracting parties exclude the application of Section 573 of the Civil code.

For disputes arising from this Agreement, the Contracting parties agree on the local jurisdiction of the District court in Olomouc.

The Buyer reserves the right to publish the content of the concluded Agreement. The Seller acknowledges that this Agreement, including its annexes, is subject to mandatory publication in the Register of contracts pursuant to the Register of contracts act. Publication shall be ensured by the Buyer.

The Seller is a party obliged to cooperate in the performance of financial control within the meaning of Section 2(e) and Section 13 of the Act on Financial Control, i.e. it must enable the verification of compliance with the conditions of the Grant by all relevant authorities, in particular the Grant provider, the intermediary body, the Ministry of Finance, the Supreme Audit Office, as well as bodies of the European Union – in particular the European Commission, the European Court of Auditors and OLAF. These obligations of the Seller shall also apply to its contractual partners participating in the performance of this Agreement.

The Seller is obliged to inform the Buyer if it becomes aware that international sanctions apply to it, its subcontractors or to the Subject of purchase.

The Contracting parties agree that in the event of discrepancies or contradictions between the text of this Agreement and its annexes (including documents referred to in the annexes), the provisions of the text of this Agreement shall prevail over the provisions of the annexes or other documents referred to therein.

This Agreement shall enter into force on the date of its signature by both Contracting parties and shall become effective on the date of its publication in accordance with the Register of contracts act.

This Agreement is executed in electronic form and is signed by electronic signatures.

The following annex forms an integral part of this Agreement:

| Annex no. 1: | Technical specification |
| --- | --- |

| Buyer: | Seller: |
| --- | --- |
| In Olomouc | In* **to be completed prior to signature* |
| …………………………………………… | …………………………………………… |
| doc. JUDr. Michael Kohajda, Ph.D. | *to be completed prior to signature* |
| rector | *to be completed prior to signature* |

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Purchase agreement

Buyer’s Contract No.: *to be completed prior to signature*

| Buyer:                                         | Palacký University Olomouc                                                                                                          |
| ---------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- |
| Registered office:                             | Křížkovského 511/8, 779 00 Olomouc, Czech Republic                                                                                  |
| Company ID no.:                                | 619 89 592                                                                                                                          |
| VAT ID no.:                                    | CZ61989592                                                                                                                          |
| Legal form:                                    | Public university established under Act No. 111/1998 Coll., on Higher Education Institutions, as amended                            |
| Statutory body:                                | doc. JUDr. Michael Kohajda, Ph.D., rector                                                                                           |
| Bank details:                                  | Komerční banka, a.s.                                                                                                                |
| Bank account no.:                              | 19-1096330227/0100                                                                                                                  |
| Authorized person to act in technical matters: | *to be completed prior to signature*, e-mail: *to be completed prior to signature*, telephone: *to be completed prior to signature* |
|                                                |                                                                                                                                     |
| and                                            |                                                                                                                                     |
|                                                |                                                                                                                                     |
| Seller:                                        | *to be completed prior to signature*                                                                                                |
| Registered office:                             | *to be completed prior to signature*                                                                                                |
| Company ID no.:                                | *to be completed prior to signature*                                                                                                |
| VAT ID no.:                                    | *to be completed prior to signature*                                                                                                |
| Entry in CR:                                   | *to be completed prior to signature*                                                                                                |
| Statutory body:                                | *to be completed prior to signature*                                                                                                |
| Bank details:                                  | *to be completed prior to signature*                                                                                                |
| Bank account no.:                              | *to be completed prior to signature*                                                                                                |
| Authorized person to act in technical matters: | *to be completed prior to signature*, e-mail: *to be completed prior to signature*, telephone: *to be completed prior to signature* |

have concluded, on the day, month and year set out below, pursuant to Section 2079 et seq. of the Civil code, this Agreement.

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Preamble

Whereas

          1. the Seller submitted a Tender in the procurement procedure for the Public procurement, which was awarded in accordance with ZZVZ and the performance of which is co-financed from a Grant; and
          2. the Seller was awarded in such procedure for the execution of this Agreement;

the Contracting parties have agreed to conclude the following Agreement.

Definitions and interpretation

For the purposes of this Agreement, the following terms, expressions and abbreviations shall have the meanings set out below:

**Agreement** means this Purchase agreement concluded between the Contracting parties;

**Authorised persons** means persons authorised to act on behalf of a Contracting party within a specific scope, or within the scope further defined in this Agreement;

**Buyer** means the Contracting party designated as such in the heading of this Agreement;

**Contracting parties** means the Buyer and the Seller;

**Civil code** means Act No. 89/2012 Coll., the Civil Code, as amended;

**CR** means the Commercial Register;

**Financial control act** means Act No. 320/2001 Coll., on Financial Control in Public Administration and on Amendments to Certain Acts (Financial Control Act), as amended;

**Grant** means co-financing from the project “Spojené laboratoře pro materiálové a analytické technologie (SMALT)“, reg. no. CZ.01.01.01/04/23_041/0005580, within the Operational Programme Technology and Applications for Competitiveness;

**Handover protocol** means the protocol on the handover and acceptance of the Subject of purchase signed by the Authorised persons acting on behalf of the Contracting parties in technical matters;

**Public procurement** means the public procurement entitled “UPOL/FoS/DEP - Cryostat systems for Mössbauer spectroscopy”;

**Purchase price** means the purchase price for the proper and timely delivery of the Subject of purchase pursuant to this Agreement;

**Register of contracts act** means Act No. 340/2015 Coll., on Special Conditions for the Effectiveness of Certain Contracts, the Publication of Such Contracts and the Register of Contracts (Register of Contracts Act), as amended;

**Seller** means the Contracting party designated as such in the heading of this Agreement;

**Subject of purchase** means Cryostat systems for Mössbauer spectroscopy; the Subject of purchase is further specified in the Tender and the Technical specification;

**Technical specification** means the detailed specification of the Subject of purchase which formed part of the Tender and constitutes an annex to this Agreement;

**Tender** means the tender submitted by the Seller in the procurement procedure for the Public procurement; the Tender also includes any supplements thereto submitted at the request of the Buyer prior to the execution of this Agreement;

**VAT** means value added tax;

**Warranty** means the warranty for quality within the meaning of Section 2113 et seq. of the Civil Code provided by the Seller under the terms of this Agreement;

**ZZVZ** means Act No. 134/2016 Coll., Public Procurement Act, as amended. 

An exception to the interpretation of the above terms, expressions and abbreviations shall apply where the context of a specific provision requires a different interpretation.

Unless the context of this Agreement requires otherwise:

headings shall be disregarded in the interpretation of this Agreement;

words in the singular shall include the plural and vice versa where the context so requires; and

words denoting a particular gender shall include all genders.

1. Subject matter of the Agreement

The subject matter of this Agreement is the obligation of the Seller to deliver the Subject of purchase to the Buyer in the agreed quantity and quality and to enable the Buyer to acquire title to the Subject of purchase, and the obligation of the Buyer to accept the Subject of purchase and to pay the Seller the Purchase price for it.

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Delivery of the Subject of purchase shall also include its transport to the place of performance under this Agreement and the delivery of all documentation required under the legal regulations of the Czech Republic. As part of the delivery of the Subject of purchase, the Seller shall also carry out complete system integration, installation, commissioning, and user training by a qualified employee.

Time and place of performance of the Agreement

The Seller undertakes to hand over the Subject of purchase to the Buyer within 10 months from the date this Agreement becomes effective.

The Seller shall hand over the Subject of purchase to the Buyer at the place of performance, which is Palacký University Olomouc, Faculty of Science, Department of Experimental Physics, Šlechtitelů 813/21 (Science and Technology Park – block C), 779 00 Olomouc - Holice, Czech Republic.

The Contracting Parties agree to exclude the application of Sections 2126 and 2127 of the Civil Code.

Purchase price and payment terms

The Purchase price of the Subject of purchase has been agreed by the Contracting parties in the amount of** *****[to be completed prior to signature of the Agreement]***** CZK excluding VAT**.

The Purchase price has been agreed by the Contracting parties as fixed, final and the maximum permissible amount. The Purchase price includes the entire Subject of purchase as defined in this Agreement and its annexes.

VAT shall be added to the Purchase Price at the rate applicable under the legislation in force at the time of the taxable supply.

The Purchase price shall be paid on the basis of a single invoice by bank transfer to the Seller’s bank account. The invoice issued under this Agreement must meet the requirements of a tax invoice under the applicable legal regulations and must contain all particulars stipulated in this Agreement. The particulars of the invoice required by this Agreement are

the Seller’s details within the meaning of Section 435 of the Civil Code,

the Buyer’s number of this Agreement,

identification of the Grant by stating the name of the grant project and its registration number,

the signature of the person authorised to issue the invoice on behalf of the Seller.

A copy of the Handover protocol shall be attached to the invoice. The date of taxable supply shall be the date of handover and acceptance of the Subject of purchase as stated in the Handover protocol.

The Seller is entitled to issue the invoice only after delivery of the Subject of purchase, its commissioning, installation and training of the operators, which shall be confirmed by the signing of the Handover protocol.

The payment period shall be 30 calendar days from the delivery of the invoice to the Buyer. In the case of electronic invoicing, the Seller is obliged to deliver the invoice to the e-mail address of the Authorised person acting in technical matters on behalf of the Buyer or to the e-mail address [faktury@upol.cz](mailto:faktury@upol.cz). The Buyer’s pecuniary obligation shall be deemed fulfilled on the date the amount corresponding to the Purchase price is debited from the Buyer’s bank account in favour of the Seller’s bank account.

If the invoice does not contain any of the particulars required by this Agreement or if the Seller incorrectly charges VAT, the Buyer is entitled to return it to the Seller for correction. The Seller shall make the correction by issuing a new invoice. The return of the original invoice shall interrupt the running of the payment period, and a new payment period in the full original length shall commence upon delivery of the new invoice to the Buyer.

The Contracting parties are obliged to inform each other of any changes in bank details without the need to conclude a written amendment to this Agreement.

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2. Seller’s declarations and other rights and obligations
      1. Pursuant to Section 2103 of the Civil code, the Seller assures the Buyer that the Subject of purchase is free from defects.
      2. If the delivery of software forms part of the Subject of purchase, the Seller declares that it is authorised to dispose of such software and that, as of the date of handover of the Subject of purchase, it grants the Buyer a non-exclusive licence unlimited in time and territory for its use. The licence covers the use of the Subject of purchase, its repair and handling, including updates for the duration of the Warranty. The remuneration for granting the licence is included in the Purchase price.
      3. The Contracting parties undertake to provide each other with all necessary cooperation for the proper performance of this Agreement. In addition, the Seller is obliged to provide the Buyer with the necessary cooperation in all activities related to the commencement of use of the Subject of purchase.
      4. The Buyer shall not provide the Seller with any advance payment. The Buyer is entitled to set off its claim against any claim of the Seller regardless of the maturity of either claim. The Seller is not entitled to assign its rights and obligations under this Agreement to a third party without the Buyer’s consent.
      5. By signing this Agreement, the Seller confirms and makes binding for the performance of this Agreement the declarations contained in its Tender.
      6. The Seller undertakes to ensure lawful employment of persons and to provide employees participating in the performance of this Agreement with fair and dignified working conditions. Fair and dignified working conditions shall mean working conditions that comply at least with the minimum standards arising from labour law regulations, wage regulations and occupational health and safety regulations. The Seller is further obliged to ensure proper and timely fulfilment of its financial obligations towards its subcontractors directly participating in the performance of this Agreement (excluding suppliers of materials or goods in the case of resale). Proper and timely fulfilment shall mean full payment of duly issued and delivered invoices for performance related to this Agreement, always no later than 15 calendar days from receipt of payment from the Buyer for the specific performance, unless the maturity date of the subcontractor’s claim occurs earlier.
      7. The Seller further undertakes to transfer obligations identical to those set out in the preceding paragraph to subsequent levels of the supply chain and to bind its subcontractors directly participating in the performance of this Agreement (excluding suppliers of materials or goods in the case of resale) to comply with such obligations. To prove compliance with these obligations, the Seller shall, upon the Buyer’s request, submit contracts concluded with subcontractors and, in the case of proper fulfilment of financial obligations, also proof of payments made to subcontractors. Failure to comply with any of these obligations shall constitute a material breach of this Agreement.
      8. The Seller undertakes to provide training in the operation of the delivered Subject of purchase in the scope of at least 1 session of 3 hours for at least 2 representatives of the Buyer, which is a condition for proper handover and acceptance of the Subject of purchase. Professionally qualified service technicians and/or application specialists shall provide initial training to the necessary extent. All training shall take place at the place of performance unless otherwise agreed in writing by the Authorised persons acting in technical matters on behalf of the Contracting parties. The exact date of the training must be approved sufficiently in advance by the Authorised person acting in technical matters on behalf of the Buyer. All costs associated with the above training (including the stay of service technicians, application specialists and/or accessory suppliers’ specialists) shall be borne by the Seller.

The Seller shall be obliged to provide the Buyer with information on: 

the name of the entity / the first and last name and identification number / personal identification number of any subcontractor whose subcontracted performance exceeds EUR 50,000 excl. VAT; and

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the subcontracting agreement (date of execution of the subcontracting agreement, title of the agreement, reference number, and the contractual amount excl. VAT).

- 
- The required information shall be communicated by the Seller to the Buyer in writing by means of a message sent via the E‑ZAK electronic tool available at [https://zakazky.upol.cz/vz00005893](https://zakazky.upol.cz/vz00005893) or by e‑mail to [zakazky@upol.cz](mailto:zakazky@upol.cz). 
- The obligation set out in this provision of the Agreement shall not apply if the Seller declares to the Buyer, in the same manner, that it will perform the subject matter of the Agreement without using subcontractors, or that none of the subcontracted performances reaches the threshold specified above in this provision of the Agreement.

Delivery conditions

The Subject of purchase shall be delivered by the Seller as fully functional, new, not refurbished and without the need for any additional costs on the part of the Buyer. The Seller is not entitled to deliver a greater quantity of the Subject of purchase within the meaning of Section 2093 of the Civil code. The Contracting parties further agree to exclude the application of Section 2099(2) of the Civil code.

If certain properties of the Subject of purchase cannot be determined from other provisions of this Agreement, the Seller undertakes that the Subject of purchase shall have customary properties.

The Buyer is entitled, but not obliged, to accept the Subject of purchase if it shows minor defects which, individually or in combination with others, do not prevent its proper use. In such case, the Handover protocol shall include a list of minor defects together with a deadline for their removal. If the Contracting parties do not agree on the deadline for removal, it shall be determined by the Buyer.

Upon handover and acceptance of the Subject of purchase, the Contracting parties shall draw up a Handover protocol signed by the Authorised persons acting in technical matters on behalf of the Contracting parties.

As part of the handover of the Subject of purchase, the Seller is obliged to demonstrate, in particular but not exclusively, full functionality and compliance with all parameters specified in the Technical specification.

Seller’s liability for defects and warranty

The Seller’s liability for defects shall be governed by the Civil code with the deviations set out in this Agreement.

The rights arising from defective performance, if such defective performance constitutes a material breach of this Agreement, are agreed by the Contracting parties differently from Section 2016 of the Civil code. If a defect arises which in itself or in combination with others constitutes a material breach of this Agreement, the Buyer shall have the right, no later than 14 calendar days from notification of the defect, to choose one of the following rights arising from defective performance:

the right to free repair of the Subject of purchase or delivery of its missing parts,

the right to a reasonable discount from the Purchase price corresponding to the nature and extent of the defect,

the right to withdraw from the Agreement.

If the Buyer chooses the right arising from defective performance in the form of free repair of the Subject of purchase or delivery of its missing part, the Seller is obliged to:

commence repair of the defect or take over the Subject of purchase or its part for repair no later than:

5 calendar days from notification of the defect in the case of defects preventing use of the Subject of purchase,

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10 calendar days from notification of the defect in the case of other defects;

remove the defect within the period agreed in writing by the Contracting parties, and if no such agreement is reached, no later than:

10 calendar days from the Buyer’s choice of the right in the case of defects preventing use of the Subject of purchase,

15 calendar days from the Buyer’s choice of the right in the case of other defects.

If it is necessary to deliver the Subject of purchase or its part to the Seller’s registered office or place of business for repair, the Seller shall arrange collection at its own expense. The Seller shall also, at its own expense, deliver the Subject of purchase or its part back to the place of original handover after repair. The Contracting parties may, however, agree on a different procedure in a specific case.

The Seller provides the Buyer with a Warranty of at least 12 months from the date of signing of the Handover Protocol. If a longer warranty period results from the Technical specification or from another document forming part of the Seller’s Tender or from a document delivered to the Buyer upon handover of the Subject of purchase, such longer warranty period shall apply. During the Warranty period, the Buyer shall be entitled to free, timely and proper removal of reported defects.

The Buyer shall report all defects of the Subject of purchase to the Seller through its Authorised person acting in technical matters, unless the warranty conditions of the Subject of purchase stipulate a different procedure.

The Seller is obliged to compensate the Buyer for damage incurred due to defective performance by the Seller, as well as for costs incurred by the Buyer in exercising rights arising from defective performance.

The Seller is obliged to remove defects even where it denies liability. If it is proven that the defect arose due to a reason for which the Seller is not liable, the Buyer shall reimburse the Seller for reasonably and effectively incurred costs. However, for the Seller to be entitled to reimbursement of such costs, it must deny its liability for the defects in writing within 7 calendar days from notification by the Buyer and deliver such denial to the Buyer within the same period.

Termination of the Agreement and Contractual penalty

This Agreement may be terminated by unilateral withdrawal in cases arising from legal regulations and further in the event of its material breach by either of the Contracting parties. A material breach of this Agreement shall mean in particular

delay in the proper and timely handover of the Subject of purchase exceeding 14 calendar days;

the existence of defects in the Subject of purchase rendering it unusable;

absence of properties of the Subject of purchase stipulated by the Buyer or expressly assured by the Seller;

occurrence of any of the following situations:

the Seller enters into liquidation;

the competent court decides on the Seller’s insolvency; or

the Seller files an insolvency petition with respect to itself

if the Buyer discovers that any declaration made by the Seller in its Tender is untrue, irrespective of whether such declaration was true at the time of submission of the Tender;

if, after the conclusion of this Agreement, the Buyer discovers that any information provided by the Seller in its Tender, which was evaluated as part of the evaluation criteria, was not true as of the tender submission date, and such information had or could have had an effect on the outcome of the tender evaluation;

delay of the Buyer in payment of the Purchase price exceeding 60 calendar days, despite a prior written notice from the Seller requesting performance and granting an additional reasonable period;

breach of other obligations where such breach is designated in this Agreement as a material breach.

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Withdrawal from this Agreement shall not affect the right to payment of contractual penalties, default interest or the right to compensation for damage arising from breach of contractual obligations. Upon withdrawal, the Agreement shall terminate on the date of delivery of the written notice of withdrawal to the other Contracting party.

The Agreement may also be terminated by a written agreement of the Contracting parties.

The Contracting parties agree on the following contractual penalties for breach of specified obligations:

in the event of Seller’s delay in the proper and timely handover of the Subject of purchase, the Seller shall pay the Buyer a contractual penalty of 0.2% of the Purchase Price excluding VAT for each commenced calendar day of delay until fulfilment of the obligation;

in the event of Seller’s failure to commence removal of a defect within the specified period or delay in removal of a defect within the prescribed period, the Seller shall pay the Buyer a contractual penalty of 0.1% of the Purchase price excluding VAT for each commenced calendar day of breach until fulfilment of the obligation;

if, after the conclusion of this Agreement, the Buyer discovers that any information provided by the Seller in its Tender, which was evaluated as part of the evaluation criteria, was not true as of the tender submission date, and such information had or could have affected the outcome of the tender evaluation, the Seller shall be obliged to pay the Buyer a contractual penalty in the amount of 5% of the Purchase Price excluding VAT.

Contractual penalties shall not be set off against any claim for damages. Damages may be claimed separately and in full in addition to contractual penalties.

The maturity of contractual penalties is agreed at 30 calendar days from delivery of the written statement of account thereof.

The Buyer shall be entitled to set off a claim arising from an entitlement to a contractual penalty also against a claim of the Seller for payment of the Purchase Price, even if such claim of the Seller is not yet due.

Final provisions

This Agreement and the rights and obligations arising therefrom shall be governed by the laws of the Czech Republic, in particular the Civil code.

This Agreement may be amended or supplemented only by written, consecutively numbered amendments agreed by both Contracting parties, unless otherwise provided in this Agreement.

The provisions of this Agreement are severable. If any provision becomes invalid or ineffective, the validity and effectiveness of the remaining provisions shall not be affected. The Contracting parties undertake to replace any invalid or ineffective provision with a new valid provision that most closely reflects the meaning and economic purpose originally intended by the Contracting parties at the time of conclusion of this Agreement. The same shall apply in the event of any gaps in this Agreement.

The Contracting parties exclude the application of Section 573 of the Civil code.

For disputes arising from this Agreement, the Contracting parties agree on the local jurisdiction of the District court in Olomouc.

The Buyer reserves the right to publish the content of the concluded Agreement. The Seller acknowledges that this Agreement, including its annexes, is subject to mandatory publication in the Register of contracts pursuant to the Register of contracts act. Publication shall be ensured by the Buyer.

The Seller is a party obliged to cooperate in the performance of financial control within the meaning of Section 2(e) and Section 13 of the Act on Financial Control, i.e. it must enable the verification of compliance with the conditions of the Grant by all relevant authorities, in particular the Grant provider, the intermediary body, the Ministry of Finance, the Supreme Audit Office, as well as bodies of the European Union – in particular the European Commission, the European Court of Auditors and OLAF. These obligations of the Seller shall also apply to its contractual partners participating in the performance of this Agreement.

The Seller is obliged to inform the Buyer if it becomes aware that international sanctions apply to it, its subcontractors or to the Subject of purchase.

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The Contracting parties agree that in the event of discrepancies or contradictions between the text of this Agreement and its annexes (including documents referred to in the annexes), the provisions of the text of this Agreement shall prevail over the provisions of the annexes or other documents referred to therein.

This Agreement shall enter into force on the date of its signature by both Contracting parties and shall become effective on the date of its publication in accordance with the Register of contracts act.

This Agreement is executed in electronic form and is signed by electronic signatures.

The following annex forms an integral part of this Agreement:

| Annex no. 1: | Technical specification |
| ------------ | ----------------------- |

| Buyer:                                              | Seller:                                             |
| --------------------------------------------------- | --------------------------------------------------- |
| In Olomouc                                          | In* **to be completed prior to signature*           |
| ……………………………………………                                   | ……………………………………………                                   |
| doc. JUDr. Michael Kohajda, Ph.D.                   | *to be completed prior to signature*                |
| rector                                              | *to be completed prior to signature*                |