SUBJECT OF THE CONTRACT, APPLICABLE DOCUMENTS. Whilst the contractual entities in the execution of the present Contract are only Astrium and the Contractor, it is recognised that with respect to the overall Sentinel-1 programme the Agency is the overall end Customer and they shall operate by means of Thales Alenia Space Italia S.p.A. (TAS-I) who is the Sentinel-1 Satellite Prime Contractor who shall operate by means of Astrium GmbH (ASD) who is the Instrument Prime Contractor who shall operate by means of Astrium who has responsibility for the SES Prime Contract activities. The Agency, TAS-I and ASD are herein collectively known as “Customers”. Astrium reserves the right to invite their Customers to attend any reviews or meetings with the Contractor which may be necessary under the activities of this contract. Although the text of this Contract refers to the roles and the responsibilities between the Agency and the Contractor, in the scope of the present Contract whenever the term "Agency" is used, it has to be considered as replaced by "Astrium" unless explicitly stated otherwise. For further clarity of this purpose, the Agency may also be referred to as ESA. 1.1 The Contractor shall perform the Phases B2, C and D as defined in Appendix 2 hereto, relating to the Sentinel 1 SES DC DC Converters, in accordance with the tasks description and the requirements of this Contract (hereinafter referred to as the “Contract”), and deliver the items defined in the Appendix 2 hereto. 1.2.1 Astrium reserves the right not to proceed with the Phase C, and/or Phase D. 1.2.2 Astrium will not assume financial liability for Phase C and/or D work performed by the Contractor unless prior authorisation to commence the relevant phase has been notified, in writing, by ▇▇▇▇▇▇▇’s representatives nominated in Clause 5 of Article 8. 1.2.3 This notwithstanding, the Contractor will, during Phase B2, use its best efforts to ensure that the Deliverables or part thereof covered by the Phase C and/or D, are completed by no later than any planned completion date specified in the Statement of Work. In particular, but not exclusively, the Contractor hereby undertakes, subject to prior written approval of Astrium, to start to perform any activity related to phase C and/or D at any time it shall be suited in order to timely meet the delivery dates agreed with Astrium. 1.2.4 Should Astrium decide not to proceed with the work at the end of Phase B2 and/or Phase C, and/or D, Astrium shall not be obliged to pay the compensation foreseen in Clause 32.3 of the General Clauses and Conditions for ESA Contracts. 1.3 The Contractor shall organise, under Astrium supervision, competitions between suppliers for work required to perform Phases C and/or D in accordance with the procedure referred to in Appendix 3 to this Contract. 1.4 The work shall be performed in accordance with the specific articles of this Contract and with the following documents, which constitute an integral part hereof and are listed in order of precedence in case of conflict: - General ▇▇▇▇▇▇▇ and Conditions for ESA Contracts, ref. ESA/C/290, rev. 6 (not attached hereto but known to both Parties), as amended by Article 8 hereunder; - Financial Appendix (Appendix 1); - The Astrium Statement of Work for Phases B2, C, D, E1, ref. S1-SW-ASU- PL-0006 Issue 1 (Appendix 2) and its annexes: For the avoidance of doubt, reference herein to a document shall be deemed to constitute a reference to such document including its annexes and/or appendices. The contractual baseline is the current agreed issue and revision status of this Contract and its appendices. The issue and revision status of the contractual baseline shall be kept up to date as required by means of the agreed change procedures defined in Article 8, Clause 26 hereinafter.
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SUBJECT OF THE CONTRACT, APPLICABLE DOCUMENTS. Whilst the contractual entities in the execution of the present Contract are only Astrium and the Contractor, it is recognised that with respect to the overall Sentinel-1 programme the Agency is the overall end Customer and they shall operate by means of Thales Alenia Space Italia S.p.A. (TAS-I) who is the Sentinel-1 Satellite Prime Contractor who shall operate by means of Astrium GmbH (ASD) who is the Instrument Prime Contractor who shall operate by means of Astrium who has responsibility for the SES Prime Contract activities. The Agency, TAS-I and ASD are herein collectively known as “Customers”. Astrium reserves the right to invite their Customers to attend any reviews or meetings with the Contractor which may be necessary under the activities of this contract. Although the text of this Contract refers to the roles and the responsibilities between the Agency and the Contractor, in the scope of the present Contract whenever the term "Agency" is used, it has to be considered as replaced by "Astrium" unless explicitly stated otherwise. For further clarity of this purpose, the Agency may also be referred to as ESA.
1.1 The Contractor shall perform the Phases B2, C and D as defined in Appendix 2 hereto, relating to the Sentinel 1 SES DC DC ConvertersTransmit Module, in accordance with the tasks description and the requirements of this Contract (hereinafter referred to as the “Contract”), and deliver the items defined in the Appendix 2 hereto.
1.2.1 Astrium reserves the right not to proceed with the Phase C, and/or Phase D.
1.2.2 Astrium will not assume financial liability for Phase C and/or D work performed by the Contractor unless prior authorisation to commence the relevant phase has been notified, in writing, by ▇▇▇▇▇▇▇Astrium’s representatives nominated in Clause 5 of Article 8.
1.2.3 This notwithstanding, the Contractor will, during Phase B2▇▇▇▇▇ ▇▇, use its best efforts to ensure that the Deliverables or part thereof covered by the Phase C and/or D, are completed by no later than any planned completion date specified in the Statement of Work. In particular, but not exclusively, the Contractor hereby undertakes, subject to prior written approval of Astrium, to start to perform any activity related to phase C and/or D at any time it shall be suited in order to timely meet the delivery dates agreed with Astrium.
1.2.4 Should Astrium decide not to proceed with the work at the end of Phase B2 and/or Phase C, and/or D, Astrium shall not be obliged to pay the compensation foreseen in Clause 32.3 of the General Clauses and Conditions for ESA Contracts.
1.3 The Contractor shall organise, under Astrium supervision, competitions between suppliers for work required to perform Phases C and/or D in accordance with the procedure referred to in Appendix 3 to this Contract.
1.4 The work shall be performed in accordance with the specific articles of this Contract and with the following documents, which constitute an integral part hereof and are listed in order of precedence in case of conflict: - General ▇▇▇▇▇▇▇ Clauses and Conditions for ESA Contracts, ref. ESA/C/290, rev. 6 (not attached hereto but known to both Parties), as amended by Article 8 hereunder; - Financial Appendix (Appendix 1); - The Astrium Statement of Work for Phases B2▇▇, C▇, D▇, E1▇▇, ref▇▇▇. S1▇▇-SW▇▇-ASU- PL-0006 ▇▇▇- ▇▇-▇▇▇▇ Issue 1 3 (Appendix 2) and its annexes: For the avoidance of doubt, reference herein to a document shall be deemed to constitute a reference to such document including its annexes and/or appendices. The contractual baseline is the current agreed issue and revision status of this Contract and its appendices. The issue and revision status of the contractual baseline shall be kept up to date as required by means of the agreed change procedures defined in Article 8, Clause 26 hereinafter.
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