Leping

GENERAL TERMS AND CONDITIONS OF PUBLIC CONTRACT

Annex 1 to the public contract “Runway de-icing liquids” (283506)

1. Basis and object of concluding public contract

1.1. The public contract has been concluded based on the documents of the dynamic

purchasing system ‘Deicers‘ (reference number 280448) and the tender submitted by the seller in the related procurement ‘Runway de-icing products (category 2)‘ (reference number 283506) for lot 1 ‘Runway de-icing liquids‘.

1.2. The buyer has entered into a public contract with the seller based on the tender, declarations, and confirmations submitted by the seller, assuming in good faith the seller’s professionalism and ability to perform the public contract properly. If subcontractors are used, the seller remains responsible to the buyer for the proper performance of the public contract.

1.3. The seller declares and confirms that:

1.3.1. it and its representative have all the rights and authorisations to enter into the public contract;

1.3.2. it has examined the public contract and the related procurement documents and fully understands the content and consequences of the obligations it assumes and agrees with the terms and conditions stated therein;

1.3.3. the performance of the public contract does not harm the rights of third parties and there are no circumstances that would exclude its rights to enter into the public contract and perform it properly;

1.3.4. it has valid permits, registrations, representation rights, and certificates necessary to perform the public contract and it undertakes to extend/renew them should they expire during the validity period of the contract. If the extension of permits, registrations, rights of representation, and certificates is not possible due to circumstances beyond its control, the seller is obliged to inform the buyer immediately;

1.3.5. in relation to the goods transferred to the buyer, third parties do not have any claims or other rights that third parties can enforce in relation to the goods;

1.3.6. the tendered goods are not subject to international sanctions and do not originate from sanctioned areas in the sense of the International Sanctions Act. The buyer will reject a tender that would result in the concluded public contract to be null and void pursuant to subsection 7 (1) of the International Sanctions Act.

1.4. The object of the public contract is the goods described in the technical specification of

the related procurement. 1.5. Based on the general terms and conditions of the public contract (hereinafter the

general terms and conditions) and the conditions stipulated in the public contract, the seller undertakes to sell the goods to the buyer and the buyer undertakes to accept the goods and pay the seller the purchase price of the goods in money. If the goods are purchased together with a life-cycle supporting service or other service, the terms and conditions of the service provision agreements stipulated in the Law of Obligations Act apply to the service to the extent that are not regulated in the public procurement documents.

1.6. The type or specification, quantity, delivery locations, and delivery times of the goods

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shall be stipulated in the related invitation to tender and/or purchase order and/or public contract.

1.7. The goods must comply with the terms and conditions of the related procurement (including the technical specification of the related procurement), the invitation to tender, and the tender submitted by the seller. The transferred goods must meet the conditions in terms of quality, type, description, and quantity, among other things. The documents and packaging accompanying the goods must also meet the conditions.

2. Public contract and its parts

2.1. Integral parts of the public contract are the invitation to tender, the documents of the

related procurement, the seller’s tender and its annexes, the explanations given during the public procurement procedure, letters of confirmation, notifications sent between the parties, general terms and conditions, and all amendments to the public contract to be concluded.

2.2. Purchase orders or anything else that involves a financial commitment can also be treated as public contracts.

3. Buyer’s rights and obligations

3.1. The buyer has the right to check on an ongoing basis the fulfilment of the obligations

arising from the public contract and the documents related to the purchase of the goods.

3.2. The buyer has the right to check the accuracy and compliance with reality of the invoices, calculations, and other expenses of the seller. The buyer has the right to request invoices from the subcontractors.

3.3. The buyer has the right to consult with the seller on matters related to the goods (e.g., delivery, use).

3.4. If the public contract has been concluded as a one-time purchase (clauses 5.15 and 5.16 of the procedural requirements), the buyer has the right to order a conformity test of the goods in an impartial laboratory at the seller’s expense based on a random selection, at a cost of up to 2,500 euros (excluding VAT).

3.5. If the public contract has been concluded as a contract for successive performance (clause 5.17 of the procedural requirements), the buyer has the right to order, at the seller’s expense, a conformity test of the goods in an impartial laboratory twice a year based on a random selection, at a cost of up to 5,000 euros (excluding VAT).

3.6. On the basis of the public contract, the buyer has the right to audit the factory of the manufacturer with a minimum of a 14 days’ notice.

3.7. The buyer has the right to demand the immediate elimination of defects in the goods. 3.8. The buyer has the right to demand indemnity for damages inflicted by the seller. 3.9. The buyer undertakes to pay the fee agreed upon in the public contract for the goods

received without defects.

4. Rights and obligations of seller

4.1. The seller has the right to receive from the buyer the information necessary for performing the public contract.

4.2. The seller has the right to make suggestions regarding the better organisation of activities related to purchasing goods.

4.3. The seller has the right to receive the agreed payment for the properly performed contractual obligations.

4.4. The seller undertakes to ensure the compliance of the goods with the documents of

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the related procurement (including the technical specification of the related procurement) and to deliver the goods on time and in the agreed volume. The quality of the goods handed over to the buyer must comply with the norms, standards, technical conditions, and quality requirements stipulated in the documents related to the procurement (including the technical specifications of the related procurement).

4.5. Upon the transshipment of goods, the seller undertakes to ensure safety and compliance with safety regulations.

4.6. The seller undertakes to ensure that the performance of the public contract does not damage the rights of third parties.

4.7. The seller undertakes to indemnify the buyer and/or third parties for the damage that it has inflicted.

4.8. The seller undertakes to immediately notify the buyer by email of any circumstances hindering the performance of the public contract.

4.9. The seller undertakes to inform the buyer immediately by email if it cannot deliver the goods by the agreed deadline.

4.10. At the buyer’s request, the seller shall provide information regarding the subcontractors (extent and purpose). If the seller has submitted that information before concluding the public contract, the buyer must approve any change of the above persons.

4.11. The seller undertakes to immediately notify the buyer by email of any cyber-attack or cyber incident against the seller and to submit a cyber incident report to the buyer at the request of the buyer.

4.12. Upon performing the public contract, the seller undertakes to comply with fair trade terms, follow environmentally sustainable principles, and not use slave or child labour.

4.13. At the request of the buyer, the seller undertakes to submit a consolidated declaration of the goods purchased from the seller (incl. the date of the public contract or purchase order, name of goods, quantity and cost without VAT, the total cost of public contracts/purchase orders without VAT, etc.) in MS Excel or in another format, as agreed with the buyer, within 10 days of receiving the request, unless the parties have agreed otherwise.

4.14. The seller undertakes to conclude an insurance contract if it is stipulated in the public contract.

5. Packaging and labelling of goods

5.1. The seller is obliged to provide packaging for the goods, ensuring the goods to remain unchanged during transportation and storage.

5.2. The packaging and labelling of the goods must comply with the requirements outlined in the buyer’s related procurement.

6. Delivery and receipt of goods

6.1. The delivery and transfer of goods is made under the Incoterms® 2020 DDP rule unless

otherwise agreed in the public contract. 6.2. The seller is responsible for delivering the goods to the destination specified by the

buyer at its own expense within a maximum of seven calendar days (including weekends and public holidays) unless otherwise agreed in the public contract.

6.3. The seller is obliged to coordinate the exact delivery time of the goods with the buyer’s contact person no later than 12 hours before the planned delivery of the goods, unless otherwise agreed in the public contract. The delivery notice must include: 6.3.1. product name;

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6.3.2. public contract number; 6.3.3. related procurement reference number 283506; 6.3.4. quantity to be delivered, including the number and unit of pallets, containers,

etc.; 6.3.5. lot number of the goods; 6.3.6. the means of transport by which the shipment is delivered and the quantity

(van, truck, etc., vehicle registration number, driver’s name and personal identification number);

6.3.7. specific requirements or needs for unloading the shipment; 6.3.8. the planned delivery date and time of the shipment; 6.3.9. destination shipping address.

6.4. The goods must be sealed for delivery with the manufacturer’s seal, which includes a

date. Seal on every bag, IBC, tank truck filler, and outlet. The date and seal number must match the waybill.

6.5. The seller gives the goods to the buyer and the buyer accepts the goods under the agreed terms and conditions.

6.6. The goods are handed over from the seller to the buyer by a waybill. 6.7. The number of waybills must equal the number of delivery points. 6.8. The seller submits the waybill together with the delivery notice or, at the latest, at the

moment of handing over the goods. The waybill must include:

6.8.1. seller’s details 6.8.2. buyer’s details

6.8.2.1. buyer’s name; 6.8.2.2. name of the buyer’s contact person; 6.8.2.3. public contract number; 6.8.2.4. related procurement reference number 283506; 6.8.2.5. product name, quantity, and unit; 6.8.2.6. lot number of the goods; 6.8.2.7. number and date of the seal of the manufacturer of the goods; 6.8.2.8. delivery time (month and year); 6.8.2.9. delivery address.

6.9. In addition to the waybill, the seller undertakes to hand over to the buyer all the

documents necessary for receiving, possessing, using, and disposing the goods. 6.10. In the absence of a waybill, the buyer has the right to take possession of the relevant

goods, but handover-acceptance is deemed to have taken place upon the receipt of a correct waybill.

6.11. In case of a shortage of goods, the buyer has the right to accept the said goods and request the seller to deliver the missing quantity at the seller’s expense to the destination specified by the buyer within the Republic of Estonia.

6.12. The goods must not be damaged during transport and handling. 6.13. The buyer will not sign the waybill until the seller has properly eliminated the shortage

of the goods, defects in the goods, and/or other inconsistencies in the contract at the seller’s expense.

7. Terms of payment

7.1. The seller shall bear the costs arising from the transfer and transport of the goods until

the handover of the goods. The seller shall also bear the costs and encumbrances

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related to the goods until the handover of the goods, except for costs caused by circumstances arising from the buyer, unless otherwise agreed in the public contract.

7.2. One invoice is issued per delivery, unless otherwise agreed. 7.3. The invoice is based on a waybill signed by both parties. 7.4. The buyer does not pay the seller an advance payment. 7.5. The seller submits the invoice as an e-invoice (in machine-processable XML format). If

a seller registered outside the Republic of Estonia is unable to submit an e-invoice for technical reasons, it shall submit an invoice in the PDF format to the email address specified in the public contract, unless otherwise agreed in the public contract.

7.6. The invoice of the seller shall include the following information: 7.6.1. If the Buyer is Estonian Defence Forces:

Estonian Defence Forces, registry code 70008641, address Juhkentali tn 58, 15007 Tallinn.

7.6.2. If the Buyer is Aktsiaselts Tallinna Lennujaam: Aktsiaselts Tallinna Lennujaam, registry code 10349560, Tartu mnt 101, 10112 Tallinn.

Other information to be included on the invoice:

• name of the buyer’s contact person;

• public contract number;

• reference number of the related procurement 283506;

• 15-digit contract part reference number in the public procurement register: 283506 001 000 001;

• quantity of goods, unit, name, unit price, invoice number, and other necessary information.

7.7. The buyer pays for the goods accepted and meeting the conditions to the bank

account that appears on the invoice within 28 days after receiving the invoice that meets the conditions. The invoice is based on the waybill signed by the parties, unless otherwise agreed in the public contract.

7.8. The buyer will not accept an invoice that does not meet the conditions. In such a case, the seller shall submit a new invoice within 7 days.

7.9. Before paying an invoice exceeding 10,000 euros, including VAT, the buyer checks on the website of the Tax and Customs Board to see whether the seller has a tax debt. If there is a tax debt of at least 10,000 euros, the buyer shall inform the Tax and Customs Board about the invoice payable.

7.10. The seller undertakes to provide, if necessary, a separate invoice (in English, unless otherwise agreed) for the expenses incurred for the use of the NATO armed forces.

7.10.1. Goods ordered for the use of the NATO armed forces are subject to 0% VAT

rate pursuant to section 15 of the VAT Act. 7.10.2. The conditions of goods to be ordered for the use of the NATO armed forces

are agreed upon in the public contract or when placing the order. 7.10.3. The tax incentive can be used if the seller submits the VAT exemption

certificate to the seller.

8. Force majeure

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8.1. Breach of obligations arising from the public contract is excusable if the party breached

an obligation due to force majeure. The parties consider force majeure a circumstance that the breaching party could not influence and, based on the principle of reasonableness, could not be expected to take this circumstance into account or to avoid it during the conclusion of the public contract, or to overcome the impeding circumstance or its consequence, such as natural disasters, general power outages, hostilities, blockade. The inability of a third-party contractual partner of the seller to perform the public contract is not considered force majeure.

8.2. If any circumstance meeting the conditions of force majeure led to the non- performance of the public contract within the term specified in the public contract or its annexes, and its effect is temporary, the behaviour of the party that breached the obligation arising from the public contract is excusable only during the time when the force majeure prevented the fulfilment of the obligation.

8.3. Due to the occurrence of force majeure, the deadline for the performance of the contractual obligation is postponed according to the time of the effect of the circumstance, but not for more than 90 days, unless the parties have agreed otherwise.

8.4. A party that cannot perform its obligations due to force majeure must immediately notify the other party of the occurrence and end of the situation. Non-notification or untimely notification deprives the party of the right to refer to the excusability of the breach, i.e. the occurrence of force majeure, and the party that breached the obligation to notify is responsible for the breach of the contractual obligation under the provisions of the public contract.

8.5. If the effects of the force majeure event are permanent and do not allow the parties to perform their contractual obligations in whole or in part, the parties have the right to cancel the public contract or withdraw from the contract by giving the other party a relevant notice of cancellation or withdrawal from the public contract.

8.6. The parties do not treat the consequences of the Covid-19 pandemic as force majeure. If, after the conclusion of the public contract, new unforeseen restrictions related to the Covid-19 pandemic or other pandemic disease outbreak occur, and due to which the performance of the public contract is not possible or is hindered, then this may be considered as force majeure.

8.7. The parties do not consider the impact of import restrictions related to the Russian Federation and Belarus on the performance of the obligation to supply goods as force majeure if these circumstances were present when the public contract was concluded.

9. Warranty obligation

9.1. The warranty obligation applies to goods that can be guaranteed. 9.2. With the public contract, the seller provides a warranty on the goods for at least 12

months, unless otherwise agreed in the public contract. 9.3. The warranty starts from the day the goods are handed over to the buyer. 9.4. If the manufacturer’s warranty of the goods is in any way more favourable to the

buyer (for example, in terms of time) than the warranty obligation specified in the general terms and conditions or the public contract and if such a warranty case arises, the seller undertakes to organise the realisation of the claim for payment to the buyer under the more favourable warranty terms of the manufacturer.

9.5. The warranty covers all defects that appear on the product during the warranty period, taking into account natural wear and tear, unless otherwise agreed in the public contract.

9.6. The buyer undertakes to notify the seller of the defects to the email address of the

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seller, unless otherwise agreed in the public contract. 9.7. The seller undertakes to replace the defective goods free of charge within 7 days from

the receipt of the buyer’s justified claim for payment. With the written consent of the buyer, this period can be longer.

9.8. The seller bears all costs related to the replacement of defective goods. 9.9. The goods replaced during the warranty period are given a new warranty with the

same duration as the original warranty.

10. Terms of confidentiality and security

10.1. The parties understand confidential information to be information that became known during the performance of the public contract, personal data, security data, documents clearly marked for internal use, and other information whose disclosure could harm the interests of the buyer. Confidential information does not include information that is required to be disclosed by legislation, provided that such disclosure is carried out in the most limited way possible.

10.2. According to the confidentiality requirement, the party undertakes not to disclose the confidential information of the other party, including information intended for internal use, without the written consent of the other party during the validity of the public contract or later. The party protects the confidentiality of the information that became known to it during the performance of the public contract.

10.3. The seller undertakes not to use a document or information annexed to the public contract without the written consent of the buyer, except in cases necessary for the performance of the public contract. All documents, except the public contract and its annexes, are the property of the buyer and if the buyer requests, the seller shall return them to the buyer after the completion of the public contract.

10.4. If the seller needs to enter a territory under the jurisdiction of the Ministry of Defense to perform the public contract, the seller undertakes to comply with the applicable security terms (Annex 4). If the seller uses subcontractors in the said territory, the buyer must give consent in writing in advance and all the security terms stipulated in the related procurement will also apply to the subcontractor. The seller is responsible for ensuring that the subcontractors comply with the security terms. 10.4.1. The seller´s driver, who enters the territory of Ämari Air Base for the delivery

of goods, must be resident in Estonia, in another Member State of the European Union, in another contracting state of the European Economic Area or in a country that has joined the Government Procurement Agreement of the World Trade Organization.

10.4.2. The seller must consider that if the security requirements are not met, the buyer has the right to refuse to let the seller and its subcontractor(s) into the territory.

10.4.3. The seller must consider that non-compliance with security requirements gives the buyer the right not to conclude the public contract or to cancel the public contract exceptionally without observing the notice period.

10.5. Communication to the public about the object of the public contract or its

performance, including press releases and references to the buyer in an advertisement or online publication, is permitted only with the consent of the buyer in a form that enables written reproduction.

10.6. The confidentiality requirement is indefinite.

11. Intellectual property rights

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11.1. If the goods or part thereof (including the related documentation) are protected by

intellectual property rights, the seller grants the buyer a worldwide irrevocable simple license within the meaning of the copyright law, which is valid until the end of the copyright term. The license is deemed to have been handed over at the moment of transfer of all or part of the goods (including the related documentation) and no separate fee is payable for the license. The terms of transfer and use of intellectual property rights may differ in the public contract.

12. Responsibility

12.1. The parties are responsible to each other in case of unsatisfactory performance or

non-performance of the obligations arising from the public contract under the general terms and conditions, the conditions of the related procurement, the documents of the public procurement, the provisions of the public contract, and the applicable legislation.

12.2. Upon proper handover of the goods, ownership of the goods and the risk of accidental destruction and damage are generally transferred from the seller to the buyer unless otherwise agreed in the public contract.

12.3. The seller is responsible for the non-conformity (defects) of the goods to the terms of the public contract if the non-conformity is present at the time of the transfer of the risk of accidental destruction and damage to the buyer and if the non-conformity of the goods to the terms of the public contract is discovered (that is, the defects could not be detected during their normal inspection, or so-called hidden defects) after the said risk transfer to the buyer.

12.4. In case of unsatisfactory performance of the public contract by the seller, the buyer has the right to refuse to accept the goods and pay the purchase price and the right to submit a claim to the seller for the fulfilment of the obligation after discovering the breach of the obligation, giving the seller a reasonable deadline to perform the public contract. The delivery by the seller is considered delayed until the goods are properly delivered to the buyer. An additional deadline will not be granted if the buyer is no longer interested in these goods.

12.5. The goods do not comply with the terms of the public contract, among other things, if they do not have the agreed properties, are not in the agreed quantity, cannot be used for the intended purpose, a third party has a claim against the goods or other rights that can be asserted, the goods are not packaged in accordance with the terms of the public contract, or there is no waybill.

12.6. The buyer is obliged to notify the seller, at least by email, of the non-compliance of the goods with the terms of the public contract (including the shortage of the goods) latest within 30 days from the time when the buyer became aware of the non-compliance of the goods with the terms of the contract. In the notification, the buyer undertakes to demand the fulfilment of the obligation from the seller, also giving the seller a reasonable deadline, generally not longer than 7 days, to perform the contract. The buyer can change the named deadlines in the related procurement.

12.7. If the buyer does not notify the seller of a defect within the specified timeframe after becoming aware of the defect, the seller is released from responsibility for the defects, except when the failure to notify the defects was reasonably excusable.

12.8. If the goods delivered to the buyer do not meet the terms of the public contract, the buyer has the right to request the seller to replace non-conforming goods with goods that meet the terms of the public contract.

12.9. If the goods are not delivered on time, the buyer has the right to demand liquidated damages from the seller of up to 0.25% of the cost of the goods not delivered on time

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per day for each day of delay in delivery, but not more than 50% of the cost of the public contract, unless otherwise agreed in the public contract.

12.10. In addition to cancelling the public contract or withdrawing from the public contract, the parties have the right to demand liquidated damages for a serious breach in the amount of the caused damage.

12.11. If the seller breaches other obligations under the public contract than the timely delivery, the buyer has the right to demand from the seller liquidated damages of up to 5000 euros for each breach, unless otherwise agreed in the public contract. If different liquidated damages rate is agreed in the public contract for a breach of a specific obligation, then that separately agreed liquidated damages rate shall be applied specifically for that breach.

12.12. In the event of a breach of the confidentiality obligation, the party has the right to demand liquidated damages of up to 10,000 euros from the breaching party for each relevant case.

12.13. If the goods do not meet the terms of the contract, the buyer has the right to order the goods from a third party in addition to demanding the liquidated damages arising from the contract and to claim the expenses incurred for this purpose and/or the possible price difference of the expenses incurred for this purpose from the seller.

12.14. The buyer has the right to demand liquidated damages of 50,000 euros for a serious breach of the contract and to cancel/withdraw from the contract.

12.15. If the buyer delays the payment of the invoice, the seller has the right to demand interest on arrears from the buyer on the unpaid amount pursuant to subsection 113 (1) of the Law of Obligations Act for each day the payment is delayed, provided that the buyer has been notified of the delay within 30 days of its occurrence. The total amount of the interest on arrears shall not exceed 10% of the delayed amount.

12.16. Liquidated damages are agreed upon to ensure the performance of an obligation, not to replace the performance of an obligation. Demanding liquidated damages does not deprive the buyer of the right to demand compensation from the seller for damages caused by a breach of the public contract.

12.17. Liquidated damages can be demanded within 180 days from the discovery of the relevant breach.

12.18. Liquidated damages and interest on arrears shall be paid within 28 days of receiving the corresponding claim. The buyer has the right to deduct the sums of liquidated damages and claims for damages that it has submitted to the buyer from the fee to be paid to the seller.

12.19. If the seller does not begin to perform the public contract, the buyer has the right to enter into a public contract with the next tenderer in the related procurement and to demand compensation for the price difference between the bid submitted by the seller and the bid submitted by the new successful tenderer.

13. Grounds for termination of public contract

13.1. Upon cancellation/withdrawal of the public contract, the buyer shall give the seller a

reasonable period of time to perform the contract, which cannot generally be longer than 30 days. The deadline given for the performance of the public contract does not release the party from responsibility for the breach.

13.2. Upon the expiry of the additional term given for the performance of the public contract, the buyer may submit to the seller a written notice to cancel or withdraw from the public contract. Cancellation of, or withdrawal from, the public contract is deemed to have occurred from the date of receipt of the cancellation or withdrawal notice by the buyer. It is not necessary to submit the cancellation or withdrawal notice if the buyer has previously explained in writing when granting the extension that the

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buyer will cancel the public contract / withdraw from the public contract if the contractual obligation is not fulfilled within the term. In that case, the public contract ends upon the expiration of the deadline set by the buyer for the performance of the public contract if the seller has not offered the buyer adequate performance.

13.3. The party has the right to cancel or withdraw from the public contract without extension if the party has significantly breached the obligations arising from the public contract (serious breach of contract). In this case, one party submits a written notice of termination/withdrawal of the public contract to the other party within a reasonable time after learning of the serious breach. Cancellation/withdrawal of the public contract is deemed to have occurred upon receipt of the cancellation/withdrawal notice. Serious breaches of contract occur, among other things, if:

13.3.1. the obligations arising from the general terms and conditions and/or public

contract are breached intentionally or due to gross negligence; 13.3.2. the seller has failed to perform its obligations within the extended deadline

granted by the buyer; 13.3.3. the seller gives notice to the buyer of its refusal to perform; 13.3.4. false information or falsified data is provided; 13.3.5. the results of the deicers conformity test specified in clauses 3.4 or 3.5 do not

meet the conditions agreed in the contract; 13.3.6. the obligation of confidentiality is breached; 13.3.7. due to the breach of an obligation, the party can reasonably expect the other

party not to perform the obligation in the future; 13.3.8. during the contract period, the seller has breached the law when selling

goods or providing services that are the object of the public contract; 13.3.9. the permits of the seller that are necessary to perform the obligations expire

and the seller does not extend them; 13.3.10. the seller has breached the general terms and conditions and/or the terms

of a related procurement and/or the public contract more than three times.

13.4. The buyer has the right to exceptionally cancel the public contract if a bankruptcy decision has been made against the seller, a liquidation process has been initiated, or the permits necessary for the performance of the obligations of the seller expire, and the extension of the permits is not possible due to circumstances beyond its control.

13.5. The buyer has the right to cancel the public contract at any time by notifying the seller at least 90 days in advance unless otherwise stipulated in the public contract.

14. Final provisions

14.1. The public contract will enter into force upon forwarding of the contract signed by the

buyer to the sellers´s e-mail address if the draft public contract was made available to the seller before the submission of the tender and the latter has taken it into account when submitting the tender within the meaning of the Public Procurement Act, or unless otherwise stipulated in the public contract. In all other cases, the public contract comes into force upon signature by both parties.

14.1.1. The buyer and seller also consider a purchase order a public contract and have agreed that all the general terms and conditions of the public contract apply to the purchase order unless otherwise stipulated in the related procurement.

14.1.2. The parties have agreed that a purchase order, the cost of which is less than 20,000 euros without VAT and which is performed as a one-time purchase,

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takes effect when the buyer has forwarded it to the seller by email in a form that enables written reproduction. The parties have agreed that in such a case, all the terms of the public contract are stipulated in the related procurement documents, the purchase order form will not be made available to the seller before the tender is submitted, and it will not be signed (the condition applies if the buyer is Aktsiaselts Tallinna Lennujaam or AS Tallinn Airport GH).

14.1.3. The parties have agreed that the purchase order, the cost of which is less than 50,000 euros without VAT and which is performed as a one-time purchase, takes effect when the buyer has forwarded it to the seller by email in a form that enables written reproduction. The parties have agreed that in such a case, all the terms of the public contract are stipulated in the related procurement documents, the purchase order form will not be made available to the seller before the tender is submitted, and it will not be signed (the condition applies if the buyer is the National Defense Investment Center or the Estonian Defence Forces).

14.2. The language of performance of the public contract is Estonian or English unless the

parties have agreed otherwise. 14.3. The legislation of the Republic of Estonia applies to the performance of the public

contract and to disputes arising from the public contract unless the parties have agreed otherwise.

14.4. The parties have agreed to use all measures to resolve their differences through negotiations. If no agreement is reached, the dispute will be resolved in accordance with the law of the Republic of Estonia at the Harju County Court unless the parties have agreed otherwise.

14.5. The invalidity of a single provision of the public contract does not lead to the invalidity of the entire public contract or any other provisions therein.

14.6. Neither party has the right to transfer its contractual rights and obligations to third parties without the other party’s written consent.

14.7. The concluded public contract can be amended on the basis and to the extent specified in the Public Procurement Act.

14.8. Amendments to the public contract are valid if they are formalised in writing. Changes to the contract are null and void if the written form requirement is not followed. All amendments to the contract will enter into force after signing by both parties or on the deadline set by the parties, unless otherwise agreed.

14.9. All notices that do not have legal consequences are submitted by email and must be addressed to the contact persons of the contract, unless otherwise agreed in the public contract.

14.10. The party informs the other party immediately by email about any change in the contact person or other details. This notification is not an amendment to the public contract.

14.11. Notices and other information with legal significance between the parties must be transmitted in writing or digitally signed by e-mail. The notice is deemed to be received when it is delivered by registered mail by the postal service to the location indicated in the contract and five days have passed since it was mailed. If the notification is sent by email, it is deemed to be received on the next working day.

14.12. Hierarchy of documents: technical specification of the related procurement, public contract, general terms and conditions.

14.13. The general terms and conditions are made in Estonian and translated into English. In the event of a difference in translation, the wording of the Estonian text is used.

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Annex 4 to the public contract “Runway de-icing liquids” (283506)

Security conditions As the object of the public procurement is located in a restricted military area of the Estonian Defence Forces, the contractual partner is notified of the following conditions: 1. Purpose of notifying of the security conditions

1.1. The purpose of notifying is to explain to the contractual partner the relationships between the parties and their rights and obligations in observing the security-related requirements in the restricted military area of the Estonian Defence Forces.

2. Definitions 2.1. Definitions are used in the notice in the following meanings: 2.1.1. Person checked – an employee of the contractor or subcontractor who is subjected to

a background check with their prior written consent in connection with applying for an entry permit to a restricted military area of the Estonian Defence Forces.

2.1.2. Background check – verifying the circumstances specified in section 41³ of the Estonian Defence Forces Organisation Act by the Estonian Defence Forces for the purpose of ensuring the security of the Estonian Defence Forces to decide whether or not to allow the person checked into a restricted military area of the Estonian Defence Forces.

2.1.3. Structural unit of the Estonian Defence Forces – as defined in section 12 and section

13 of the Estonian Defence Forces Organisation Act.

2.1.4. Restricted military area of the Estonian Defence Forces – as defined in section 50 of the Estonian Defence Forces Organisation Act.

2.1.5. Object of the public procurement – a work area in the restricted military area of the Estonian Defence Forces which is designated for the performance of the contract.

2.1.6. Security requirements – the general security requirements specified in this document, incl. the requirements which are related to conducting background checks and other requirements established to ensure the security of the Estonian Defence Forces which arise from other pieces of legislation.

2.1.7. Application for entry – a document which the responsible person of the contractor must submit to launch the process of conducting the background check of the person checked and for being granted the right of entry to the site. An application for entry may be submitted based on the example enclosed or emailed as free-form text to teenusepakkujad[at]mil.ee. Filled-in consent forms for conducting the background check must be enclosed to the application.

2.1.8. Consent form – a document form accompanying the application for entry, which must be filled in by the person checked.

2.1.9. Right of entry – the right to be on the site in connection with performing a contract. Passing the background check is one of the prerequisites for being granted the right of entry.

2.1.10. Person with the right of entry – an employee of a contractor or subcontractor who has

passed the background check and has the right to enter the site and remain on the site

without an escort in connection with the performance of the contract. The person with

the right of entry will be permitted to enter the site under the terms and conditions

established by the specific structural unit of the Estonian Defence Forces.

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2.1.11. Person with the right of entry under special circumstances – a person with the right of entry who may only enter and remain on the site in connection with the performance of the contract with an escort provided by the contractor in exceptional cases based on a prior agreement with a responsible person of the Estonian Defence Forces.

2.1.12. Responsible person of the Estonian Defence Forces (hereinafter referred to as the responsible person of the EDF) – a person appointed by the Estonian Defence Forces who is responsible for fulfilling the security requirements on the site in a specific restricted military area of the Estonian Defence Forces.

2.1.13. Responsible person of the Estonian Centre for Defence Investment (hereinafter referred to as the responsible person of the ECDI) – a contractual contact person through whom the fulfilment of the contractual obligations is organised and the messages, claims, and other documents specified in the contract are sent.

2.1.14. Responsible person of the contractor – a person responsible for observing the security requirements appointed by the contractor.

2.1.15. Person responsible for the site – a person appointed by the contractor who is responsible for observing the security requirements on a site in a restricted military area of the Estonian Defence Forces. The same individual may be appointed as the person responsible specified in clauses 2.1.14 and 2.1.15.

3. Rights and obligations of the contractor

3.1. The contractor has the right to: 3.1.1. receive the information required to observe the security requirements from a

responsible person of the EDF; 3.1.2. depending on the results of the background check, receive information about being

granted the right of entry from the responsible person of the EDF.

3.2. The contractor undertakes to: 3.2.1. ensure the provision of the service agreed on by the contract only by the person who

has the right of entry; 3.2.2. observe the security requirements applicable to a person with the right of entry, incl. a

person with the right of entry under special circumstances under the conditions established in the restricted military area of the Estonian Defence Forces and ensure observing of the requirements by the subcontractor;

3.2.3. refrain from planning to use in the provision of a service: - an individual with no right of entry, - an individual who has not passed the background check, or - an individual with the right of entry under special circumstances whose right of

entry has not been coordinated; 3.2.4. send the following documents to the email address teenusepakkujad[at]mil.ee to

obtain the right of entry to the site and initiate the background check for the natural person providing services on the site as soon as possible but not later than seven (7) working days before the date of commencement of the works specified in the contract: - an application for entry (see the specimen) and - the consent form filled in by the person checked and signed manually (scanned) or

digitally; 3.2.5. send the original of the consents referred to above by post to the following address:

Kaitsevägi, Magasini 31A, 10138, Tallinn; 3.2.6. specify in a free-form application for entry:

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- the first name and surname and personal identification code of the natural person providing the service and the name of the contractor and/or the subcontractor;

- the reason for applying for the right of entry, i.e. the description of the service or work which will be performed on the specific site;

- a reference to the contract concluded and the period of the contract; - the details of the vehicle (make/model and registration number) which the

individual intends to use to enter the restricted military area of the Estonian Defence Forces;

- the contact details of the representative of the contractor (email address, telephone);

- enclose to the application the signed consent of the person checked; 3.2.7. also enclose the following with the application for granting the right of entry for a

foreign national and for the initiation of the respective background check: - a copy of the photo page of the identity document of the person, incl. the visa or

another document which proves that the individual is in Estonia legally; 3.2.8. confirm and prove the granting, possession, and extension of the legal basis for the

employment of a foreign national in Estonia (section 19 and section 20 of the Aliens Act);

3.2.9. in the event of the right of entry being refused as a result of the background check of the person checked, if necessary, submit a new application for entry for the background check with the consent of the person;

3.2.10. keep an updated list of the persons with the right of entry and update the list of the individuals who will continue to provide the service in the new calendar year at the end of each calendar year, sending the updated list by email to teenusepakkujad[at]mil.ee;

3.2.11. immediately notify the Estonian Defence Forces of a person with the right of entry no longer requiring this right by sending an email to teenusepakkujad[at]mil.ee;

3.2.12. immediately report any actual or suspected breaches of the security requirements to the responsible person of the EDF on the site.

4. Rights and obligations of the Estonian Defence Forces

4.1. The Estonian Defence Forces have the right to: 4.1.1. subject the person checked to a background check within up to seven (7) days after

receiving a proper application for entry and consent from; 4.1.2. repeat the background check in the case specified in clause 3.2.9, taking into

consideration the terms specified in clause 4.1.1; 4.1.3. in other relevant cases, extend the deadline for completing the background check by

up to seven (7) working days by notifying the responsible person of the contractor thereof in a format which can be reproduced in writing;

4.1.4. enforce security requirements notifying the responsible person of the contractor of any significant restrictions as soon as possible;

4.1.5. grant the right of entry to the person checked or restrict their right of entry based on the facts found in the course of the background check or grant the rights of a person with the right of entry under special circumstances;

4.1.6. refuse to grant the right of entry due to security-related considerations, incl. to a person who has not been or cannot be subjected to the background check, and refuse from coordinating the right of entry of a person with the right of entry under special circumstances;

4.1.7. restrict the access or foreign nationals or stateless persons to restricted military areas, based on the rights of access to a state secret, the need to know, and other requirements established by the State Secrets and Classified Information of Foreign States Act;

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4.1.8. refuse to allow the person checked to enter the site if the consent is not submitted or is submitted improperly;

4.1.9. inspect compliance with the security requirements established on the site in connection with a person with the right of entry and/or a person with the right of entry under special circumstances;

4.1.10. in the event of a failure to observe or violation of the security requirements, prohibit the individuals referred to in clauses 2.1.10 and 2.1.11 to stay in a restricted military area of the Estonian Defence Forces.

4.2. The Estonian Defence Forces undertake to: 4.2.1. notify the person responsible of the contractor in a format which can be reproduced in

writing of granting the right of entry to the person checked, incl. of any relevant restrictions applicable on the site;

4.2.2. notify the responsible person of the contractor of identifying a violation of the security requirements of a person with the right of entry or a person with the right of entry under special circumstances, which will prevent further access of this person to the site;

4.2.3. introduce to the person with the right of entry, incl. the person with the right of entry under special circumstances, the security requirements established on the site or any changes in these requirements.

4.3. The contact details of the responsible person of the Estonian Defence Forces (clause 2.1.12), the responsible person of the ECDI (clause 2.1.13), the responsible person of the contractor (clause 2.1.14), and the responsible person on the site (clause 2.1.15) will be specified upon entry into the contract.

5. Final provisions 5.1. The party will promptly notify the other party in a form that can be reproduced in

writing of any change in the persons responsible. 5.2. Processing of personal data will be based on the requirements of the legislation in

force. 5.3. The Estonian Defence Forces may submit extraordinary proposals to the Centre for

Defence Investment for the cancellation of the contract without taking into consideration the term for advance notice if the contractor violates the obligations specified in clauses 3.2.1–3.2.4 of the contract, fails to observe the confidentiality obligation established in the contract, or if the employees of the contractor and the subcontractor fail to observe the requirements established in the restricted military area of the Estonian Defence Forces.

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[ADD THE HEADER OF THE

COMPANY]

APPLICATION FOR ENTRY TO A RESTRICTED MILITARY AREA OF THE ESTONIAN DEFENCE FORCES FOR

THE PROVISION OF A SERVICE

APPLICATION FOR ENTRY

[Registration number]

[………..……] date

By this application, I confirm that [name of the company] has entered into a contract with [name of

the authority] and requires access to a restricted military area of the Estonian Defence Forces in

connection with contract no. [contract no.]. The contract is valid from [date of beginning of the

contract] to [date of expiry of the contract].

[Name of the company] will be performing [purpose of the contract, nature of the works] on the

restricted military area of the Estonian Defence Forces and hereby applies for the right of entry to

the following sites;

1. Name of the site: [name of the site]

Address: [address]

Person responsible for the site: [first name and surname], [telephone], [email address]

Responsible person of the Estonian Defence Forces: [first name and surname]

2. etc.

In connection with the need to access the aforementioned sites of the Estonian Defence Forces, the

contractor [name of the company] hereby requests the initiation of the background check for

obtaining the right of entry for the following person(s) as employees of [name of the company] [and

name of the subcontractor] based on the consent of those individuals (the signed consent sheets are

enclosed to the application), and the right of entry for the vehicles specified in the application.

Employees of the main contractor [name of the company]:

1. [First name and surname, personal identification code]

2. etc.

Employees of the subcontractor [name of the company]:

1. [First name and surname, personal identification code]

2. etc.

Vehicles:

1. Registration number Make/model

2. etc.

The contractor is aware that the Estonian Defence Forces may restrict the access of the persons to

the restricted military area of the Estonian Defence Forces based on the results of the background

check and that passing the background check will not automatically ensure access to the restricted

military area of the Estonian Defence Forces.

[Signature]

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[ADD THE HEADER OF THE

COMPANY]

[First name and surname]

[Position]

Annexes: consents on … pages.

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ESTONIAN DEFENCE FORCES FOR INTERNAL USE

The access restriction applies as of the preparation of the document for as long as necessary,

but not for longer than seventy-five years. Basis: Clause 35 (1) 12) of the Public Information Act

CONSENT FOR BEING SUBJECTED TO A BACKGROUND CHECK OF A NATURAL PERSON APPLYING FOR

ENTRY TO A RESTRICTED MILITARY AREA OF THE ESTONIAN DEFENCE FORCES IN CONNECTION WITH THE PROVISION OF A SERVICE

(first name and surname) Personal identification code:

I give my consent to the Estonian Defence Forces for processing my personal data for the purpose

deciding on granting me permission to enter a restricted military area of the Estonian Defence

Forces in a manner specified in section 41⁵ of the Estonian Defence Forces Organisation Act for the

duration of the validity of the contract for performing a service to the Estonian Defence Forces, but

not longer than for five years after granting the permission.

Upon giving my consent, I am aware of the following: 1. I have the right to refuse to give my consent (clause 416 (2) 1) of the Estonian Defence Forces

Organisation Act);

2. I have the right to refuse to provide data that could lead to offence proceedings in respect of

myself, persons who are close to me, or my domestic partner (clause 416 (2) 2) of the Estonian

Defence Forces Organisation Act);

3. I have the right to request the termination of the data collection or query with regard to me

(clause 416 (2) 3) of the Estonian Defence Forces Organisation Act);

4. I have the right to submit explanations for the data collected with regard to me (clause 416 (2) 4)

of the Estonian Defence Forces Organisation Act);

5. if I refuse to give my consent or request the termination of the data collection or query with

regard to me, this will be used as the basis for refusing my access to the restricted military area

of the Estonian Defence Forces (section 41³ of the Estonian Defence Forces Organisation Act);

6. I have the right to seek to protect my rights and challenge the decision made on the basis of data

collected pursuant to section 41⁶ of the Estonian Defence Forces Organisation Act with the court,

Chancellor of Justice, or the Data Protection Inspectorate to check the compliance with my

fundamental rights and freedoms and the principle of good governance (clause 416 (2) 5) of the

Estonian Defence Forces Organisation Act);

7. The Estonian Defence Forces may restrict my rights with respect to the personal data processed

(subsections 41¹⁰ (3) and (4) of the Estonian Defence Forces Organisation Act).

( day, month, year ) [ signed digitally ]1

1 May also be signed on paper

PUBLIC CONTRACT

Tallinn 08.10.2024 nr 2-2/24/958

Estonian Defence Forces (registry code 70008641, address Juhkentali tn 58, 15007 Tallinn), Aktsiaselts Tallinna Lennujaam (registry code 10349560, Tartu mnt 101, 10112 Tallinn), represented under the statutes and authorisation by Magnus-Valdemar Saar, Director General of the Estonian Centre for Defence Investments, hereinafter referred to as the buyer or the buyers and ESSPO, Ltd (registry code 154167210, address J. Biliūno Str. 17, LT-29111, Anykščiai, Lithuania), represented by Lukas Pakeltis pursuant to statutes, hereinafter referred to as the seller referred to separately as the party and jointly as the parties, have entered into the following public contract (hereinafter also referred to as the contract). 1. Basis and object of the contract

1.1. This public contract has been concluded based on the documents of the dynamic purchasing system ‘Deicers‘ (reference number 280448) and the tender submitted by the seller in the related procurement ‘Runway de-icing products (category 2)‘ (reference number 283506).

1.2. The contract has been awarded in the following lot of the related procurement: 1.2.1. Lot 1 - Runway de-icing liquids.

1.3. The object of the contract shall be the purchase of runway de-icing liquids with transport to

the locations of the buyer (hereafter referred to as the goods), described in the technical specification of the related procurement (Annex 2).

1.4. The contract shall be executed on the basis of purchase orders submitted by the buyers, in which the buyer specifies the quantity, delivery time and place of the goods to be purchased, contact persons, etc.

1.5. The buyers shall be independently responsible for the public contract. In the event of a failure by the buyer to perform the obligation, joint and several liability shall not be applied.

1.6. All general terms and conditions of the public contract (Annex 1) shall apply to the contract, unless otherwise specified in this contract or its annexes.

2. Price and quantity of the goods

2.1. The expected maximum value of the contract is 6 100 000,00 euros, plus VAT in cases provided

by law. 2.2. The unit price of goods offered in the related procurement (Annex 3) is fixed in the contract

for a minimum of 12 (twelve) months and includes all costs necessary for selling the goods, including transport to the locations of the buyer. The price of goods is calculated in euros.

2.3. After 12 (twelve) months have passed, the parties have the right to submit a reasoned application once per calendar year for the adjustment of the unit price fixed in the contract. If no application is submitted, the contract will continue to be performed at the prices set out therein. 2.3.1. The seller has the right to submit a reasoned price change application to the buyer

once after 12 (twelve) months have passed, only to the extent of the change in the producer price index of industrial output published by Statistics Estonia in the previous

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12 (twelve) months, but no more than a 10% in the case of increase in prices. The buyer is also entitled to submit a unilateral declaration of intent to lower prices if the change in the producer price index of industrial output published by Statistics Estonia is negative.

2.3.2. If there is a need to change the prices, a reasoned application must be submitted (e.g changes in legislation, political decisions or a significant change in the market price of a commodity (shortage of raw materials affecting the whole market, supply difficulties, increase in prices affecting the price of the commodity, etc.). The buyer has the right to assess the justification of the change, including asking comparative offers from the market and asking the seller for evidence of the reasons for the price increase. The buyer does not agree to a price increase if it turns out that it is not justified or if the buyer does not have the financial resources to perform the contract with the changed prices. If the price is recognised as justified, an annex to the contract will be drawn up regarding the new prices.

2.3.3. If the buyer and the seller do not reach an agreement on changing prices, the buyer reopens a new related procurement between the candidates included in the dynamic purchasing system for the category 2 ‘Runway de-icing products‘.

2.4. Mandatory buy-out and additional buy-out quantities of the goods are as follows:

2.4.1. Mandatory buy-out quantity of the goods: for Estonian Defence Forces 900 000 kg and

for Aktsiaselts Tallinna Lennujaam 350 000 kg. 2.4.2. Additional buy-out quantitiy of the goods: for Estonian Defence Forces 800 000 kg and

for Aktsiaselts Tallinna Lennujaam 350 000 kg. 2.4.3. Additional buy-out quantities stated in the clause 2.4.2 are not mandatory buy-out

quantities. Purchase orders for additional buy-out quantities are submitted as needed and the contract does not oblige the buyers to make purchase orders for additional buy-out.

2.4.4. The Buyer may reduce the quantity of mandatory buy-out goods due to budgetary possibilities as described in the general procurement data in the Public Procurement Register.

2.5. The unit price of the goods may not exceed the unite price fixed in the contract (Annex 3) or

the unit price adjusted under clause 2.3. 2.6. The same unit price shall apply to the mandatory buy-out (clause 2.4.1) as well as to the

additional buy-out (clause 2.4.2). 3. Warranty obligation

3.1. With the public contract, the seller grants a warranty on the goods as follows:

3.1.1. The seller grants warranty for the goods delivered in bulk containers, expiry to at least the period marked for the patch or 12 (twelve) months from the date of acceptance at the buyer´s location, whichever is longer.

3.1.2. The seller grants warranty for the products delivered in bulk, conformity to requirements to at least 6 (six) months from the date of acceptance at the buyer´s location.

4. Contact persons

4.1. The contact person of the buyer for contractual matters is the corresponding category

manager of Estonian Centre for Defence Investments, who at the time of the conclusion of this contract is Kristo Raud (phone number +372 5388 3440, e-mail [email protected]).

4.2. If the buyer is Estonian Defence Forces, the contact person for matters related to the performance of the contract is Ott Orro (phone number +372 5780 7620, e-mail [email protected]).

4.3. If the buyer is Aktsiaselts Tallinna Lennujaam, the contact person for matters related to the

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performance of the contract is Raul Pajumets (phone number +372 5900 7155, e-mail [email protected]).

4.4. The contact person of the seller for contractual matters is Lukas Pakeltis (phone number +370 6856 9574, e-mail [email protected]) and the contact person for matters related to the performance of the contract is Kipras Pakeltis (phone number +370 61616142, e-mail [email protected]).

5. Final provisions

5.1. The public contract will enter into force upon forwarding of the contract signed by the buyer

to the sellers´s e-mail address. 5.2. The contract has been concluded as a contract for successive performance. The term of the

contract shall be 24 months from the entry into force thereof. 5.3. Hierarchy of documents: technical specification of the related procurement (Annex 2), public

contract, general terms and conditions of the public contract (Annex 1). 5.4. The contract is drawn up in one copy and signed digitally.

6. Annexes

6.1. Annex 1. General terms and conditions of the public contract. 6.2. Annex 2. Technical specification. 6.3. Annex 3. Scope of supply. 6.4. Annex 4. Security conditions (if the buyer is Estonian Defence Forces).

Buyer Estonian Defence Forces Registry code 70008641 Juhkentali 58, 15007 Tallinn, Estonia e-mail: [email protected] Aktsiaselts Tallinna Lennujaam Registry code 10349560 Tartu mnt 101, 10112 Tallinn, Estonia email: [email protected]

Seller ESSPO, Ltd Registry code 154167210 J. Biliūno Str. 17, LT-29111, Anykščiai, Lithuania e-mail: [email protected]

(signed digitally) Magnus-Valdemar Saar Director General

(signed digitally) Lukas Pakeltis Management Board Member