Common use of Initial Provisions Clause in Contracts

Initial Provisions. 2.1. The Buyer is a party to the In-Kind Contribution Agreement as of June 3rd, 2021 (hereinafter the “IKCA”), including its annex „Schedule NSS 6.6 #4” (hereinafter the “NIK Annex”), under which the Buyer is obliged to make an in-kind contribution, comprising the System under this Contract, into large research infrastructure – European Spallation Source ▇▇▇▇, Reg. No. SW 768200-0018, a European Research Infrastructure Consortium, established by European Commission Decision (EU) No. 2015/1478 in accordance with Regulation (EC) No. 723/2009, which is based in Lund, Kingdom of Sweden (hereinafter the “ESS”) for the European Spallation Source project (▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, hereinafter referred to as “Project”). The manufacture and delivery of the System under this Contract is financed by the ESS funds granted to the Buyer under the Project. 2.2. The purpose hereof is delivery of a safety shutter for the BEER (Beamline for European Engineering Research) diffractometer at the ESS (European Spallation Source), which is the in-kind contribution to be made on behalf of the Czech Republic into the construction of the ESS large research infrastructure. Supply of this equipment will provide Czech researchers with increased access to ESS measurement capacity. At the same time, related individual research will be carried out within the Project. For the implementation of the Project professional competencies and close coordination between many entities (including the Seller, Buyer, foreign partners and ESS) is needed to deliver a supply that meets all the standards and requirements (including radiation safety requirements) for integrating the System into the BEER instrument within the ESS infrastructure for research, development and innovation. The Buyer cooperates on design, construction and implementation of this instrument with ESS and their partners. 2.3. Manufacture and delivery of the System hereunder represents the necessary prerequisite for successfully implementing the Project and making the in-kind contribution (on behalf of the Czech Republic) into the ESS. Based on that contribution the System to be delivered by the Seller hereunder will become part of the BEER instrument within the ESS infrastructure for research, development and innovation in accordance with the IKCA and the NIK Annex; the BEER instrument including the System thus contributed will be also used to carry out research projects within the Project. 2.4. The Seller has been selected, based on its bid (hereinafter referred to as “Bid”) submitted to the following procedure, as the winning bidder in the below-the-limit public contract awarded in the form of open procedure named “Instrument Shutter for the diffractometer BEER at ESS” (hereinafter referred to as “Procurement Procedure”) in accordance with Section 56 of Act No. 134/2016 Coll., on public procurement, as amended (hereinafter the “Act on Public Procurement”). 2.5. Supply of the System hereunder shall be based on the following Annexes which form an integral part hereof: 2.5.1. Annex 1, which contains detailed technical specifications for the System and consists of the following documents which shall, in the event of a conflict, apply in the following order, from highest to lowest priority: a) the specification itself named “TECHNICAL SPECIFICATIONS AND REQUIREMENTS”, b) the Technical report, which has been drafted by the Seller and submitted within the Bid c) annex to the above specification named “BEER INSTRUMENT SHUTTER – Design Description” with design description and d) the relevant 3D model named “BEER Shutter ESS-14480781_00257376” (hereinafter referred to jointly as “Annex 1”); 2.5.2. Project schedule, which has been part of the Bid, forms Annex 2 hereto and contains especially a timetable for delivery of the System and execution of Payments by the Buyer (hereinafter the “Annex 2”); and

Initial Provisions. 2.1. The Buyer Client is a party to the In-Kind In−Kind Contribution Agreement as of June 3rd, 2021 (hereinafter the “IKCA”), including its annex „Schedule NSS 6.6 #4” (hereinafter the “NIK Annex”), under which the Buyer Client is obliged to make an in-kind in−kind contribution, comprising the System Work under this Contract, into large research infrastructure – − European Spallation Source ▇▇▇▇, Reg. No. SW 768200-0018768200−0018, a European Research Infrastructure Consortium, established by European Commission Decision (EU) No. 2015/1478 in accordance with Regulation (EC) No. 723/2009, which is based in Lund, Kingdom of Sweden (hereinafter the “ESS”) for the European Spallation Source project (▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, hereinafter referred to as “Project”). The manufacture and delivery Construction of the System Work under this Contract is financed by the ESS funds granted to the Buyer Client under the Project. 2.2. The purpose hereof is delivery construction of an experimental cave and a safety shutter control hutch for the BEER (Beamline for European Engineering ResearchResearch diffractometer) diffractometer instrument at the ESS (European Spallation Source), which is the in-kind in−kind contribution to be made on behalf of the Czech Republic into the construction of the ESS large research infrastructure. Supply Construction of this equipment these BEER components will provide Czech researchers with increased access to ESS measurement capacity. At the same time, related individual research will be carried out within the Project. For the implementation of the Project professional competencies and close coordination between many entities (including the SellerContractor, BuyerClient, foreign partners and ESS) is are needed to deliver a supply that meets meet all the standards and requirements (including radiation safety requirements) for integrating the System Work into the BEER instrument within the ESS infrastructure for research, development and innovation. The Buyer Client cooperates on design, construction and implementation of this instrument with ESS and their partners. 2.3. Manufacture and delivery Construction of the System Work hereunder represents the necessary prerequisite for successfully implementing the Project and making the in-kind in−kind contribution (on behalf of the Czech Republic) into the ESS. Based on that contribution the System Work to be delivered constructed by the Seller Contractor hereunder will become part of the BEER instrument within the ESS infrastructure for research, development and innovation in accordance with the IKCA and the NIK Annex; the BEER instrument including the System Work thus contributed will be also used to carry out research projects within the Project. 2.4. The Seller Contractor has been selected, based on its bid (hereinafter referred to as “Bid”) submitted to the following procedure, as the winning bidder in the below-the-limit below−the−limit public contract for construction work awarded in the form of open negotiated procedure with publication named “Instrument Shutter Experimental cave and control hutch for the diffractometer BEER instrument at ESS” (hereinafter referred to as “Procurement Procedure”) in accordance with Section 56 60 and following of Act No. 134/2016 Coll., on public procurement, as amended (hereinafter the “Act on Public Procurement”). 2.5. Supply Prior written consent of the System Client’s Supervisory Board and its founder was properly granted prior to the conclusion hereof. 2.6. Construction of the Work hereunder shall be based on the following Annexes which form an integral part hereof: 2.5.12.6.1. Annex 1, which contains detailed technical specifications for the System Work (including the Cave and Hutch) and consists of the following documents which shall, in the event of a conflict, apply in the following order, from highest to lowest prioritydocuments: a) the specification itself terms of Cave construction named “TECHNICAL EXPERIMENTAL CAVE FOR THE BEER INSTRUMENT AT ESS − PROJECT SPECIFICATIONS AND REQUIREMENTS” (hereinafter “Cave Specification”,) and its Annex 1 named “BEER INSTRUMENT − Experimental cave − Technical requirements and design description” (hereinafter “Cave Design”); b) the terms of construction named “CONTROL HUTCH FOR THE BEER INSTRUMENT AT ESS − PROJECT SPECIFICATIONS AND REQUIREMENTS” (hereinafter “Hutch Specification”) and its Annex 1 named “BEER INSTRUMENT − Control Hutch − Technical requirements and design description” (hereinafter “Hutch Design”); c) the technical report, which has been drafted by the Seller Contractor and submitted within the Bid c) annex to Bid (hereinafter the above specification named “BEER INSTRUMENT SHUTTER – Design Description” with design description and d) the relevant 3D model named “BEER Shutter ESS-14480781_00257376” Technical Report”); (hereinafter referred to jointly as “Annex 1”); 2.5.22.6.2. Project scheduleschedule for construction of the Work, which has been part of the Bid, forms Annex 2 hereto and contains especially a timetable for delivery construction of the System Cave and Hutch and execution of Payments by the Buyer Client (hereinafter the “Annex 2”); and;

Initial Provisions. 2.1. The Buyer Client is a party to the In-Kind Contribution Agreement as of June 3rd, 2021 (hereinafter the “IKCA”), including its annex „Schedule NSS 6.6 #4” (hereinafter the “NIK Annex”), under which the Buyer Client is obliged to make an in-kind contribution, comprising the System Work under this Contract, into large research infrastructure – European Spallation Source ▇▇▇▇, Reg. No. SW 768200-0018, a European Research Infrastructure Consortium, established by European Commission Decision (EU) No. 2015/1478 in accordance with Regulation (EC) No. 723/2009, which is based in Lund, Kingdom of Sweden (hereinafter the “ESS”) for the European Spallation Source project (▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, hereinafter referred to as “Project”). The manufacture and delivery Construction of the System Work under this Contract is financed by the ESS funds granted to the Buyer Client under the Project. 2.2. The purpose hereof is delivery construction of an experimental cave and a safety shutter control hutch for the BEER (Beamline for European Engineering ResearchResearch diffractometer) diffractometer instrument at the ESS (European Spallation Source), which is the in-kind contribution to be made on behalf of the Czech Republic into the construction of the ESS large research infrastructure. Supply Construction of this equipment these BEER components will provide Czech researchers with increased access to ESS measurement capacity. At the same time, related individual research will be carried out within the Project. For the implementation of the Project professional competencies and close coordination between many entities (including the SellerContractor, BuyerClient, foreign partners and ESS) is are needed to deliver a supply that meets meet all the standards and requirements (including radiation safety requirements) for integrating the System Work into the BEER instrument within the ESS infrastructure for research, development and innovation. The Buyer Client cooperates on design, construction and implementation of this instrument with ESS and their partners. 2.3. Manufacture and delivery Construction of the System Work hereunder represents the necessary prerequisite for successfully implementing the Project and making the in-kind contribution (on behalf of the Czech Republic) into the ESS. Based on that contribution the System Work to be delivered constructed by the Seller Contractor hereunder will become part of the BEER instrument within the ESS infrastructure for research, development and innovation in accordance with the IKCA and the NIK Annex; the BEER instrument including the System Work thus contributed will be also used to carry out research projects within the Project. 2.4. The Seller Contractor has been selected, based on its bid (hereinafter referred to as “Bid”) submitted to the following procedure, as the winning bidder in the below-the-limit public contract for construction work awarded in the form of open negotiated procedure with publication named “Instrument Shutter Experimental cave and control hutch for the diffractometer BEER instrument at ESS” (hereinafter referred to as “Procurement Procedure”) in accordance with Section 56 60 and following of Act No. 134/2016 Coll., on public procurement, as amended (hereinafter the “Act on Public Procurement”). 2.5. Supply Prior written consent of the System Client’s Supervisory Board and its founder was properly granted prior to the conclusion hereof. Construction of the Work hereunder shall be based on the following Annexes which form an integral part hereof: 2.5.1. : Annex 1, which contains detailed technical specifications for the System Work (including the Cave and Hutch) and consists of the following documents which shall, in documents: the event terms of a conflict, apply in the following order, from highest to lowest priority: a) the specification itself Cave construction named “TECHNICAL EXPERIMENTAL CAVE FOR THE BEER INSTRUMENT AT ESS – PROJECT SPECIFICATIONS AND REQUIREMENTS” (hereinafter “Cave Specification”, b) and its Annex 1 named “BEER INSTRUMENT – Experimental cave – Technical requirements and design description” (hereinafter “Cave Design”); the terms of construction named “CONTROL HUTCH FOR THE BEER INSTRUMENT AT ESS – PROJECT SPECIFICATIONS AND REQUIREMENTS” (hereinafter “Hutch Specification”) and its Annex 1 named “BEER INSTRUMENT – Control Hutch – Technical requirements and design description” (hereinafter “Hutch Design”); the technical report, which has been drafted by the Seller Contractor and submitted within the Bid c) annex to Bid (hereinafter the above specification named “BEER INSTRUMENT SHUTTER – Design Description” with design description and d) the relevant 3D model named “BEER Shutter ESS-14480781_00257376” Technical Report”); (hereinafter referred to jointly as “Annex 1”); 2.5.2. ; Project scheduleschedule for construction of the Work, which has been part of the Bid, forms Annex 2 hereto and contains especially a timetable for delivery construction of the System Cave and Hutch and execution of Payments by the Buyer Client (hereinafter the “Annex 2”); andIncentive and Risk Management Instruments represents a document constituting Annex 3 hereto, which includes sanctions and other incentive mechanisms for timely and proper performance of the Contract according to the required specifications in the highest possible quality (hereinafter the "Annex 3”). In case of any discrepancy between the provisions of this Contract and the provisions of its Annexes the provisions of this Contract shall prevail, except for the provisions of Annexes containing conditions and specifications that are more favourable to the Client (i.e., higher technical specification values and/or more technically advanced or demanding solutions etc.), in which case such provisions of Annexes shall prevail. In case of any discrepancy between the provisions of the Annexes the provisions containing conditions and specifications that are more favourable to the Client shall prevail, save for the changes proposed in the Technical Report to the extent expressly allowed by the above PROJECT SPECIFICATIONS AND REQUIREMENTS part of the Technical Specification. The Contractor acknowledges that the Client cannot be classified as an entrepreneur in relation to the subject matter hereof, nor it is connected with the Client’s business activities. The Contractor declares that in accordance with Section 5 (1) of the Civil Code, it is able to perform this Contract with the required knowledge, diligence and due care that is associated and expected of well-experienced experts in its profession and that its potential performance lacking such professional care would give rise to corresponding liability on its part. The Contractor shall not misuse its professional expertise or its economic position to create or exploit the weaker party’s dependence or to seek to achieve a clear and unjustified imbalance in the mutual rights and obligations. The Contractor represents that it has all the professional prerequisites required for the proper fulfilment of this Contract, is fully authorized to perform this Contract and there exist no obstacles on its part that would prevent it from constructing the Work hereunder. The Contractor declares that it assumes the risk of a change in circumstances within the meaning of Section 1765 (2) of the Civil Code. The Contractor acknowledges that the deadlines for the manufacture, delivery and construction of the Work or its parts hereunder as specified in Article 5 hereof and Annex 2 hereto are fundamentally essential for the Client given the follow-on activities within the framework of the Project and the respective deadlines by which the tasks under the Project should be completed and relevant in-kind contribution should be made, and that if these deadlines will not be observed, the Client may incur damage. The Client has duly informed the Contractor about the fact that the deadlines set out herein are linked to deadlines within the Project. The Contractor declares that in connection with this Contract he complies and shall further comply with all legal regulations imposing international sanctions including those imposed as coercive measures applied against States, non-State entities or individuals that pose a threat to international peace and security. SUBJECT-MATTER AND SCOPE OF WORK This Contract concerns construction of an experimental cave (hereinafter the “Cave”) and a control hutch (hereinafter the “Hutch”) for the “Beamline for European Engineering Research” (BEER) instrument, including the necessary research and development activities, design, manufacture and installation at the ESS address in Lund, Kingdom of Sweden, as defined below, documentation and handover to the Client as well as other performance defined herein, all in accordance with the Technical Specification (Cave and Hutch hereinafter jointly as the “Work”). The Contractor shall be obliged to execute the Work meeting parameters defined in the Technical Specification within the deadlines and stages specified in in Article 5 hereof and Annex 2 hereto; the components for the Cave and Hutch shall be delivered new (i.e., not remanufactured). The Client undertakes to take over the duly and timely constructed Work (involving the Cave and Hutch and meeting all requirements specified in this Contract, including its Annexes) and pay the price for the Work, under the terms hereof, to the Contractor. By signing this Contract, the Contractor agrees to the Technical Specification of the Work as defined in Annex 1, and declares, at the time of execution hereof, that it is not aware of any deficiencies therein and that it will be able, based thereon, to carry out the Work fully and in the required quality without the need for any additional changes thereto. For the entire term hereof, the Client shall provide any required assistance in order to engage the Contractor in possible negotiations with the ESS concerning changes in the NIK Annex, that - as a result of negotiations between the Client and the ESS - comprises requirements on the BEER instrument and related equipment affecting the Work under this Contract and the binding conditions for performance of the in-kind contribution.

Initial Provisions. 2.1. The Buyer is a party to the In-Kind Contribution Agreement as of June 3rd, 2021 (hereinafter the “IKCA”), including its annex „Schedule NSS 6.6 #4” (hereinafter the “NIK Annex”), under which the Buyer is obliged to make an in-kind contribution, comprising the System under this Contract, into large research infrastructure – European Spallation Source ▇▇▇▇, Reg. No. SW 768200-0018, a European Research Infrastructure Consortium, established by European Commission Decision (EU) No. 2015/1478 in accordance with Regulation (EC) No. 723/2009, which is based in Lund, Kingdom of Sweden (hereinafter the “ESS”) for the European Spallation Source project (▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, hereinafter referred to as “Project”). The manufacture and delivery of the System under this Contract is financed by the ESS funds granted to the Buyer under the Project. 2.2. The purpose hereof is delivery of a safety shutter for the BEER (Beamline for European Engineering Research) diffractometer at the ESS (European Spallation Source), which is the in-kind contribution to be made on behalf of the Czech Republic into the construction of the ESS large research infrastructure. Supply of this equipment will provide Czech researchers with increased access to ESS measurement capacity. At the same time, related individual research will be carried out within the Project. For the implementation of the Project professional competencies and close coordination between many entities (including the Seller, Buyer, foreign partners and ESS) is needed to deliver a supply that meets all the standards and requirements (including radiation safety requirements) for integrating the System into the BEER instrument within the ESS infrastructure for research, development and innovation. The Buyer cooperates on design, construction and implementation of this instrument with ESS and their partners. 2.3. Manufacture and delivery of the System hereunder represents the necessary prerequisite for successfully implementing the Project and making the in-kind contribution (on behalf of the Czech Republic) into the ESS. Based on that contribution the System to be delivered by the Seller hereunder will become part of the BEER instrument within the ESS infrastructure for research, development and innovation in accordance with the IKCA and the NIK Annex; the BEER instrument including the System thus contributed will be also used to carry out research projects within the Project. 2.4. The Seller has been selected, based on its bid (hereinafter referred to as “Bid”) submitted to the following procedure, as the winning bidder in the below-the-limit public contract awarded in the form of open procedure named “Instrument Shutter for the diffractometer BEER at ESS” (hereinafter referred to as “Procurement Procedure”) in accordance with Section 56 of Act No. 134/2016 Coll., on public procurement, as amended (hereinafter the “Act on Public Procurement”). 2.5▇.▇. Supply ▇▇▇▇▇▇ of the System hereunder shall be based on the following Annexes which form an integral part hereof: 2.5.1. Annex 1, which contains detailed technical specifications for the System and consists of the following documents which shall, in the event of a conflict, apply in the following order, from highest to lowest priority: a) : the specification itself named “TECHNICAL SPECIFICATIONS AND REQUIREMENTS”, b) , the Technical report, which has been drafted by the Seller and submitted within the Bid c) Bid annex to the above specification named “BEER INSTRUMENT SHUTTER – Design Description” with design description and d) and the relevant 3D model named “BEER Shutter ESS-14480781_00257376” (hereinafter referred to jointly as “Annex 1”); 2.5.2. Project schedule, which has been part of the Bid, forms Annex 2 hereto and contains especially a timetable for delivery of the System and execution of Payments by the Buyer (hereinafter the “Annex 2”); and