Download CONTRACT

CONTRACT
Today, on the ......../......../ in Heraklion between:
Α. The Special Account for Research Grants (EL) of the University of Crete, with
headquarters in Rethimnon, University Campus, Gallos, Rethimnon, Crete,
Greece, Tax Identification Number EL 090273059, Tax Office Rethimnon, as
legally represented for the conclusion of the present contract by its president
………………………………………………………… (hereinafter referred to as
Employer or assigning authority) and
Β. The company under the name ….. with headquarters … Tax Identification
Number …., Tax Office ………………, as legally represented by Mr …
(hereinafter referred to as “the Contractor”),
C. Mr…, professor, acting in his capacity as the head of the laboratory …,
Department of …., University of Crete, and as scientific responsible of the ….
(hereinafter called as scientific responsible)
the following were mutually agreed and covenanted:
The assigning authority has undertaken under the prot. Number…/dated …
decision of the Research Committee (meeting…) the execution of the project … ,
that is funded by … under the scientific supervision and responsibility of … under
Project Number. ……….. . The assigning authority manages according to the
provisions of the Ministerial Order 679/96 (Government Gazette Β826/96), as it
is in force, that was ratified by article 36 of the L.3794/2009, Government Gazette
Α 156 and under the provisions of its in force Administration and Funding Code.
In the context of the above project the assigning authority assigns to the contractor
the execution of the following project:
1. SCOPE OF THE CONTRACT
1.1 The contractor is hereby undertaking the duty, against the contractor’s
consideration mentioned hereinafter, to … hereinafter called as the “project”).
1.2 Project deliverables
….
The description of the above deliverables is distinctive and therefore the scientific
supervisor may redetermine some of the deliverables on purpose of the possible
best execution of the project by the contractor.
2. TERM OF THE CONTRACT
2.1. The term of the contract is …. starting from …… and ending on ……. The
results of the project shall be delivered at once or partially. The project shall be
completed upon its delivery-acceptance, by the drafting and signing the
relative Delivery – Acceptance protocol, after the check and approval of the
deliverables by the Employer.
2.2. The term of the contract may not be prolonged, only in case of change of
deliverables of the contractor.
2.3. The assigning authority unilaterally reserves the right to prolong the time
schedule of the project plan or of separate time limits or activities provided for
in the project plan, in case that such prolongation is considered as imperative.
In such cases, the assigning authority shall inform the contractor about the
change in the time schedule related to the specific activity in due time.
3. CONSIDERATION AND PAYMENT METHOD
3.1. The Employer shall pay to the Contractor for the Project a total
consideration of ….. € plus VAT . In the above amount all legal duties, taxes
and levies are included, as they are in force on the time of the signature of the
contract or may be imposed afterwards, that shall be paid partially on the
progress of the project and after the partial delivery of the project (way of
payment)
3.2. This consideration is agreed and acknowledged by all parties as fixed, fair,
reasonable for the agreed Project and includes any kinds of expenses and costs
that may be incurred by the Contractor for the appropriate execution of the
present contract and is not subject to any change. This consideration shall be
burdened by any necessary and legal deductions of any nature.
3.3. For the payment of the consideration (included VAT), the Contractor shall
issue the respective invoice and the Employer shall pay it according to the
provisions of its in force Administration and Funding Code and the ministerial
order 679/96 as in force. The consideration shall be paid provided that the
funds deriving from the above mentioned programme have been deposited in
the employer’s cashier and after the confirmation for the execution of the
agreed project and the issue of a relative payment order to the secretariat of the
employer by the scientific supervisor.
3.4. The Contractor guarantees for the precision and invariability of its
remuneration, namely of …. Euros, based on the project budget, and it is not
entitled to claim the payment of any further amount for any reason and cause,
explicitly waving of any readjustment of the above amount, even for the causes
specified in article 388 of the Greek Civil Code.
4. CONTRACTOR’S SUPERVISION
4.1. The project shall be executed under the general supervision/check by the
scientific supervisor … , who shall provide all the general and special
guidelines for the qualitative and quantitative execution of the project.
4.2. The scientific supervisor is competent to certify the due and on time
execution of the contractor’s obligations.
5. OTHER DUTIES OF THE CONTRACTOR
5.1. The Contractor undertakes and guarantees that it shall carry out the agreed
project no later than by the end of the above mentioned period (article 3),
according to the terms of the present contract and to the rules of science and
technique and that the project shall have the agreed identities.
5.2.
The contractor is obliged to execute the project by himself, to pay due
diligence and to collaborate on its progress with the scientific supervisor and
the personnel in the University of Crete. It is forbidden If the samples are to
be returned, the shipping cost will be covered by the customer. The contractor
is not entitled to transfer or to assign or outsource, the agreed project, either
partially or entirely, to any third parties without the previous written consent of
the Employer. Should the Contractor transfer or assign the Agreement to a
third party without prior consent by the Assigning Authority, the later shall be
declared failed and the penalties foreseen for breaching the contract shall apply
(article 7 of the present). In any case, the Contractor is not released from any
liability or obligation deriving out of the Contract.
5.3. During contractor’s activity on the progress of the present project the
contractor is obliged to act for the interests of the employer and to abstract
from competitive acts.
6. DELIVERY - ACCEPTANCE
6.1 The project must be delivered by the …... After this delivery, the scientific
supervisor must draft the Delivery and Acceptance Protocol within ten (10)
working days after this delivery and acceptance. However, if the Supervisor
finds any deficiencies, omissions or defects, he/she shall proceed to the
provisional delivery, drafting the Provisional Delivery and Acceptance
protocol, where all the remarks and instructions should be reported. The
contractor shall comply with the above instructions within five (5) working
days from the date of its delivery, reforming and delivering the deliverables
accordingly, after proceeding to the suggested improvements. More than one
Provisional Acceptance Protocols may be drafted following the above
procedure, if the Supervisor considers it appropriate. In any case, it is explicitly
agreed that there shall be no implied acceptance even if the Supervisor does
not draft or serve a Provisional or Final Acceptance Protocol, respectively,
within the above time limits. On the contrary, in order for the project to be
completed, it is absolutely necessary to draft a final acceptance protocol,
whereas the Contractor shall also comply with the instructions, even if they are
submitted in delay.
6.2 If the Contractor does not comply with its contractual obligations and the
instructions of the Supervisor, a non-acceptance protocol is drafted, reporting
in detail the reasons for the non-acceptance and the Project is considered to be
inappropriately executed. This non-acceptance protocol forms the base for any
further actions processed by the Employer.
6.3 In the Acceptance Protocol, the Project Supervisor shall explicitly determine
whether the delivery has taken place within or not of the time limits. The issues
as regards the time of the delivery (whether on time or not) and as regards the
compliance of the Contractor to the above mentioned instructions shall be
determined exclusively on the time of the delivery of the initial deliverables or
their improvements.
7 CONTRACT TERMINATION
7.1 The employer is entitled upon the scientific supervisor’s proposal to terminate
the present contract unilaterally and without damage in case of a serious cause,
upon a written notice to the other party, and the termination results are
effective upon its receipt. Serious cause is deemed to be distinctively the
suspension of financing for the above Program or the change of the legal
framework in the field of contracting in the context of co funded projects.
7.2 The Assigning Authority is entitled to terminate the Agreement in any of the
following cases:
a) The Contractor does not implement the Project in a way determined in the
Agreement, despite repeated summons by the Assigning Authority to do
so
b) The Contractor transfers the Agreement or assigns undertakings through
subcontracting without permission of the Assigning Authority
c) the Contractor is declared bankrupt, is put under forced receivership or
liquidation, the Contractor’s operation permission is annulled or revoked,
or actions of distraint are levied on the Contractor’s assets, in whole or in
part
d) a final judgment is pronounced against the Contractor, for an offence with
regard to the exercise of the Contractor’s profession.
The termination results are effective upon receipt by the Contractor of a
notification about the rescission sent by the Assigning Authority. Exceptionally,
the Assigning Authority may, at the Assigning Authority’s discretion and for any
of the cases it is possible, to set a reasonable (for the Assigning Authority)
deadline for the remedy of infringement. In such case, the results of rescission are
effective immediately after the fixed term elapses, unless the Assigning Authority
informs the Contractor in written, that the Assigning Authority deems the said
infringement remedied.
7.3 Upon termination of the Contract following rescission by the Assigning
Authority, the Contractor should, on application of the Assigning Authority:
a) Abstain from the performance of any work, task, service rendering or
execution of the Contractor’s obligations resulting from the Agreement,
with the exception of those required for safeguarding products, works and
facilities.
b) Deliver any project, work or product (whether accomplished or not)
which was carried out or is in possession of the Contractor, as well as any
supporting documents (in printed form or in tapes) within a period
determined by the Assigning Authority. Moreover, the Contractor is
obligated to ensure that the Contractor’s Subcontractors and Partners will
act accordingly.
c) Deliver to the Assigning Authority any equipment, material, or other
commodities, which are directly or indirectly related to the Project and are
in Contractor’s possession, guaranteeing that the Contractor’s
Subcontractors and partners will act accordingly.
7.4 Soon after the termination of the Agreement, the Assigning Authority attests
to the value of the supplied part of the Project, as well as to the amounts due to
the Contractor by the Assigning Authority up to the date of termination.
7.5 The Assigning Authority suspends payment of any sum payable to the
Contractor in compliance with the Agreement, until the settlement of liabilities
between the contracting parties.
7.6 The Assigning Authority preserves the right to purchase, at market price, the
rendered services they have not paid for yet. The terms of purchase are left at
the discretion of the Assigning Authority.
7.7 In addition, the Assigning Authority is entitled to claim from the Contractor
indemnification against any damage sustained up to the maximum amount of
the Contractual Cost corresponding to that portion of the Project that cannot be
used for its intended purpose, due to deficient execution of the Agreement.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Contractor explicitly and unconditionally undertakes and guarantees that the
creation of the Project and the general execution of its obligations in virtue of the
present contract are not contrary to any intellectual or industrial property rights of
any third parties. In any other case, the Contractor shall take all the necessary
measures to resolve the above conflict at its own responsibility and expense.
8.2 The property and all the intellectual property rights for all the results and
outcomes that are produced on the process of the execution of the present contract
belong to the University of Crete, that is entitled to freely manage them. The
intellectual property includes the right of exploitation of the produced project
(financial right) according to the provisions of the L. 2121/93. It is forbidden to
the contractor to transfer any intellectual property to third persons and also it is
forbidden to sell or use any part or the total of the executed project for any reason
without the prior written consent of the assigning authority
9. PERSONAL DATA
The employer declares that they retain an electronic file for the collection and
processing of personal data, not sensible ones, for all of their contractors. The
contractor declares in addition that he/she consents to the above processing. The
contractor declares also that it has been notified to him the employer’s duty for the
raise of various information and elements of the present contract, specifically the
contractor’s name, the financial object and the duration of the present and the
elements of each payment executed by the employer (amount, justification, date
and contractor’s tax identification number) onto the webpage DIAVGEIA of the
Government Gazette according to the provisions of the L. 3861/10.
10. FORCE MAJEURE
Neither the Employer nor the Contractor shall bear any responsibility for any
delay in the fulfillment of their obligations due to force majeure events and in this
case a reasonable time limit shall be granted to fulfill these obligations.
11. CONFIDENTIALITY CLAUSE
11.1 The parties agree to handle all affairs in absolute confidentiality and none
of the parties shall disclose them to any third parties without the written
consent of the other party.
11.2 The entire project of the present contract and any findings are considered
to be confidential and they shall be treated as such by the engaged parties.
11.3 The above obligations under points 2 and 3 also apply in the case of
services provision by subcontractors, partners or any third parties that may be
employed by the Contractor for the project execution. These provisions shall
be binding for the parties even after the completion or by any means
termination of the present contract.
12. WAIVER
The waiver of any right resulting by the present Contract applies only when
submitted in written, whereas any indulgence or tolerance demonstrated by any
party does not establish a precedent, nor does it prevent any court or extra-judicial
appeal aiming at the full satisfaction of any right deriving from the present
Contract.
13. CONTRACT INTERPRETATION
13.1
The present Contract cancels all previous agreements and understandings
and constitutes the entire agreement between the parties, whereas no
modification shall apply, unless it is made in written.
13.2
If any part or provision of the present contract is annulled by ruling of a
competent Court as illegal, invalid and unenforceable, this fact shall not
influence the validity of the remaining provisions, which shall remain valid and
applicable. The parties are obliged to cover the gap that may occur due to the
annulment of any provision through interpretation or with a supplementary
agreement, so that the financial object of the contract may be fulfilled.
14. NOTIFICATIONS
Any invitations, notifications and communications mentioned in the present
contract shall be written and addressed to the recipient's address, as mentioned
hereinafter, whereas they shall be sent either by registered mail and shall be
effective from the date of their delivery, or by fax, provided that there is a
confirmation of its receipt including its whole contents.
The Contractor’s address is: ….
The Employer’s address is: …
15. FINAL PROVISIONS
15.1 The Agreement is amended upon prior written consent of the contracting
parties.
15.2 The parties shall endeavor in good faith to resolve amicably, by mutual
agreement, any dispute that may arise between them in relation to the
Contract, using any technical, legal or other means they consider appropriate.
15.3 The present Contract is governed by the Greek law. Any dispute,
disagreement or conflict as to the execution, application or interpretation of
the present contract or the relations formed by it in general, shall be resolved
by the Courts of Heraklion, which are hereby considered to be exclusively
competent.
14. LANGUAGE OF THE AGREEMENT
The present Agreement has been drawn up in English and Greek. In case of
misinterpretations due to the bilingualism of the Agreement, the Greek text will
predominate. The precision and conformity of the translation from Greek into
English are ratified by the Heraklion lawyer Ms. Kalliopi Katsiyiannaki, in
accordance to article No.53 of the Lawyers Code.
The present Contract, was drafted in three (3) identical copies and is signed as
follows:
THE PARTIES
FOR THE SPECIAL ACCOUNT
CONTRACTOR
FOR RESEARCH GRANTS (EL)
FOR
THE
Of UNIVERSITY OF CRETE
………………………………….
…
FOR THE SCIENTIFIC SUPERVISOR