Програма „ Развитие на конкурентоспособността на българската икономика 2007-2013

This Contract is signed on …………………………………… 2011

between

Sopharma AD having its registered offices at 16 Iliensko chaussee Str, Sofia 1220 Bulgaria, represented by Dr. Ognian Donev - Executive director (hereinafter referred to as the "Purchaser") of the one part

……… having its registered offices at ……………….., ………….., ……., represented by …………… – …………………………………………., (hereinafter referred to as the "Supplier") of the other part, for the following:

1. Subject of the Contract

   1. 
      The Supplier undertakes to deliver and the Purchaser undertakes to accept and pay for ……………………… ..(hereinafter referred to as the “Equipment”), consisting of following main components:
      
      1. 
         ;
         
      2. 
         ;
         
      3. 
         ;
         
      4. 
         Technical and IQ/OQ/CQ documentation;
         
      5. 
         Service
         
   2. 
      In the scope of delivery of the Equipment are included following deliveries and services to be accomplished by the Supplier:
      
      
      1. 
         Delivery of the Equipment DAP (Delivered At Place) Purchaser’s warehouse in Sofia as per Incoterms 2010.
         
         
      2. 
         Carrying out Factory Acceptance Tests (FAT) at Supplier’s facilities in the presence of Purchaser’s representatives;
         
         
         
      3. 
         Installation and set up of the Equipment, including Site Acceptance Tests (SAT) at the premises of the Purchaser in the city of Sofia (hereinafter referred to as the “Site”), as well as training of Purchaser’s personnel;
         
         
      4. 
         Submitting of standard technical documentation, as listed in the Quotation, as well as validation documentation comprising the following documents:
         
         
         1. 
            Project Plan;
            
         2. 
            Risk Assessment;
            
         3. 
            Calibration Qualification Protocols;
            
            
         4. 
            Installation Qualification Protocols;
            
            
         5. 
            Operation Qualification Protocols;
            
            
         6. 
            Product Contact Certificates;
            
         7. 
            Documents of Purchased Components;
            
         8. 
            Sensors List;
            
         9. 
            FAT, SAT Protocols.
            
   3. 
      Deliveries and services related to the Equipment are subject to an Offer, Technical offer and Price offer (hereinafter referred to as the “Quotation”), submitted by the Supplier in response to the announcement for launching a procedure for allotment of Supplier, published by the Beneficiary/Purchaser.
      The Quotation constitutes an integral part of this Contract. In case of discrepancy between the said Quotation and this Contract the stipulations of the Contract shall prevail.
      
      
   4. 
      The Supplier warrants that the proposed equipment is adequate and suitable for the purpose, as well as for the thoroughness of the specification for delivery and services (the “Specification”). In case some items, necessary for the erection and running of the Equipment are omitted from above mentioned Specification due to Supplier's fault, the Supplier will deliver them free of charge.
      
      
      

2. Price

   1. 
      The total price of the Contract as per art. 1.1 amounts to EUR ………………………………………………….… DAP (Delivered at Site) Sofia as per Incoterms 2010. The price breakdown being:
      
      1. 
         
         
      2. 
         ;
         
      3. 
         ;
         
      4. 
         ;
         
      5. 
         ;
         
   2. 
      The Contract price as per art. 2.1 is fixed and it is not subject to any alteration, unless variations extra to Contract are requested by the Purchaser.
      
      

3. Mode of payment and documentation

   1. 
      The price of the Contract as per art. 2.1 will be paid up as follows:
      
      
      1. 
         ………….. (….) per cent down payment within 10 (ten) days of submission to the Purchaser of the originals of Order Confirmation, invoice and Bank Guarantee for Advance Payment (see art. 6 below);
         
         
      2. 
         ………. (…) per cent bank transfer after the successful FAT and before shipment of the Equipment, payable against presentation of the following documents:
         
         
         1. 
            Commercial invoice in duplicate. Beside other data the invoice shall contain:
            
            – detailed description of all items including model and serial number;
            
            - number of the Grant Contract -.
            2TMГ-02-1/11.03.2011;
            
            
            – the number of this Contract - …………..;
            – total value of the Contract;
            
            – the value of payment(s) effected before and the value to be paid under the invoice;
            
            – declaration of the Supplier regarding the origin of goods shipped;
            – VAT number of the Purchaser – BG831902088;
            
         2. 
            Shipping specification containing a list of packages, each one with individual identification number, and with data about size, volume, net and gross weight;
            
         3. 
            Packing lists identifying the contents of each package;
            
            
         4. 
            CE certificate;
            
         5. 
            One original of Performance Guarantee (see art. 6 below).

            The payment will be effected on the ground of e-mail copies of the above documents. The originals thereto shall be air couriered to the Purchaser.

            
            
            
      3. 
         Ten (10) per cent after satisfactory installation and commissioning of the Equipment, and training of Purchaser’s personnel against Final Certificate of Acceptance as per. art.  10.5.2 below. Anyhow, if installation and commissioning cannot be carried out due to reasons not caused by Supplier the last ten per cent of the payment will become due within 90 days after delivery, but not later than the last date of the Grant Contract - 11.03.2013.