COMMERCIAL IN ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇-▇▇▇-▇▇▇▇▇▇
Between :
Surrey Satellite Technology Limited (SSTL),
University of Surrey, Guildford - Surrey ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
hereinafter referred to as SSTL
and : DBS Industries Inc,
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇
on its own behalf and on behalf of its wholly owned subsidiary Newstar Limited,
registered in Bermuda
hereinafter collectively referred to as DBSI
JOINTLY REFERRED TO AS The Parties.
I N D E X
1. SCOPE OF WORK 4
2. CONTRACT DOCUMENTS 5
3. DELIVERY CONDITIONS AND SCHEDULE 7
4. CONTRACT PRICE 10
5. PAYMENT CONDITIONS 12
6. WORK IN PROGRESS INSURANCE 14
7. INSPECTION AND ACCESS TO WORK 15
8. ON SITE PERSONNEL 16
9. KEY PERSONNEL 17
10. COMMUNICATIONS 18
11. ACCEPTANCE PROCEDURE AND INCOMING INSPECTION 19
12. WARRANTY 21
13. CHANGES 25
14. COST ANALYSIS 30
15. SUBCONTRACT 31
16. DELAYS 32
17. UNDERTAKING OF DBSI 34
18. TECHNICAL DIRECTIVES 35
19. PATENT INFRINGEMENT 36
20. PROPRIETARY RIGHTS 37
21. FORCE MAJEURE 40
22. TRANSFER OF TITLE AND RISKS 41
23. LIABILITIES 42
24. TERMINATION 43
25. GOVERNMENTAL AUTHORISATIONS 45
26. PUBLICITY 46
27. LANGUAGE 47
28. APPLICABLE LAW AND ARBITRATION 48
29. ASSIGNMENT 49
30. SATELLITE STORAGE 50
31. STOP WORK ORDER 51
32. COMING INTO FORCE 52
REVIEW OF CONTRACT AMENDMENTS
-------------------------------------------------------------------------------
AMENDMENT DATE MODIFIED SUBJECT
OR NEW
PAGES
-------------------------------------------------------------------------------
----------------------------------------------------------------------------
This Purchase and Sale Contract (hereinafter referred to as the `Contract') is
made this 31st day of March, 1999
BETWEEN:
(a) SURREY SATELLITE TECHNOLOGY LIMITED (hereinafter referred to as `SSTL') a
company incorporated in England and whose registered office is: Surrey
Space Centre, University of Surrey, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇; and
(b) DBS Industries Inc on its own behalf and on behalf of its wholly owned
subsidiary Newstar Limited, registered in Bermuda (hereinafter referred to
as `DBSI') located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇.
WHEREAS:
(A) DBSI has requested and, SSTL has agreed to provide or procure the provision
of certain microsatellite equipment and services (hereinafter referred to
both separately and collectively, unless the context shall otherwise
provide, as the `Products'); and
(B) The programme will comprise:
Design, develop, manufacture, test, supply, launch support and initial
operations support of the ESAT Satellite Project
(C) SSTL has agreed to provide and/or procure the provision of the Products on
the terms and conditions set out in this Agreement and the attached
Appendices.
(D) In addition, if requested by DBSI, SSTL will endeavour to assist DBSI to
obtain suitable launch services and launch insurance although these
services will only be provided under the terms of a separate agreement.
NOW THEREFORE IT IS HEREBY AGREED as follows:
DEFINITIONS
"E-SAT Project" Shall mean the E-SAT Communications Satellite Project.
"E-SAT Payload" Means a Payload built and integrated by DBSI to be part
of the E-SAT Satellite
"E-SAT Platform" Means a Spacecraft to be supplied to DBSI to be part of
the E-SAT Satellite System
"Intentional Ignition" Means the time in the ignition process, for
the purpose of Launch, when the command signal sent
from the launch control console is received by the
Launch Vehicle to commence Launch.
"Launch" Means the intentional ignition of any first stage
engine of the Launch Vehicle that has been integrated
with an ESAT Platform supplied by SSTL.
"Subcontractors/
Subcontracts" "Subcontracts" mean where the context so requires all
agreements entered into by SSTL and third parties to
this Contract, including but not limited to Major
Subcontracts, necessary for the performance of the Work.
"Subcontractors" shall refer to such third parties.
1. SCOPE OF WORK
1.1 This Contract covers the work to be performed by SSTL for :
- Design, construction, test and delivery of the ESAT Platform , for
DBSI.
- Support for E-SAT micro satellite integration at DBSI premises.
- Support for launch and post-launch phases, as defined in Appendix 1,
Statement Of Work
- Product Assurance as defined in Appendix 3.
- Technical assistance of E-SAT project team in DBSI premises as
defined in ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ of Work.
- Recovery of breakdowns according to the terms of SSTL warranty.
- Delivery of E-SAT Electrical Ground Support Equipment (EGSE) as
defined in Appendix 1 Statement of Work.
1.2 The Parties hereby agree that SSTL shall be entitled to subcontract part
or parts of the work to be performed under this Contract to
subcontractors in accordance with Clause 15.
1.3 Some obligations necessary to the proper performance of this Contract
other than those mentioned above will be borne by DBSI in accordance with
Clause 17 : UNDERTAKINGS OF DBSI.
2. CONTRACT DOCUMENTS
2.1 The Contract consists of the following documents:
These Terms and Conditions including Clauses 1 to 32.
The following Appendices:
Appendix 1
Appendix 1 :
Statement of Work for the Satellite
Ref. : ESAT-BJT-SW-0033
Appendix 2
Appendix 2 :
E-SAT Satellite Technical Requirements
Ref. : ESAT-BJT-SW-0032
Appendix 3
Appendix 3
SSTL Product Assurance Plan for the E-SAT Program
2.2 Any modification to the terms of this Contract shall be made only in
writing after mutual agreement between the Parties through a CONTRACT
AMENDMENT completing or replacing the relevant text of this Contract.
Its content will be as follows :
- front page bearing the Contract Amendment number, - modified and/or new
pages bearing the Contract Amendment number, - update of the "Review of
Contract Amendment", - signature page.
These pages shall cancel and replace the previously applicable pages to
become an integral part of the Contract.
2.3 In case of contradiction between the present text and any of its
Appendices, the present text shall prevail. In case of contradiction
between Appendices, the order of precedence shall be the numerical order
given in Clause 2.1 above. Said order shall also apply to all applicable
documents attached to Appendices.
3. DELIVERY CONDITIONS AND SCHEDULE
3.1 Equipment Delivery Schedule
All equipment under this Contract shall be delivered "CIP Toulouse
Blagnac Airport" or subsequent destination to be agreed, according to
Conditions of INCOTERMS 1990, by SSTL :
-----------------------------------------------------------------------------
ITEM QTY DESCRIPTION DELIVERY DATE
------------------------------------------------------------------------------
1 1 RF Model OPTIONAL
------------------------------------------------------------------------------
2 1 DSS Engineering Model OPTIONAL
------------------------------------------------------------------------------
3 1 EGSE # 1 FOR AIT QFM1
------------------------------------------------------------------------------
4 1 EGSE # 2 FOR AIT FM2
------------------------------------------------------------------------------
5 1 EGSE # 3 FOR AIT FM3
------------------------------------------------------------------------------
6 1 QFM1 platform September, 2000
------------------------------------------------------------------------------
7 1 FM2 platform October, 2000
------------------------------------------------------------------------------
8 2 FM3 Platform October, 2000
------------------------------------------------------------------------------
9 1 FM4 Platform April, 2001
-----------------------------------------------------------------------------
▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
-----------------------------------------------------------------------------
▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
-----------------------------------------------------------------------------
12 1 LEOP # 1 Q1, 2001
-----------------------------------------------------------------------------
13 1 LEOP # 2 Q3, 2001
-----------------------------------------------------------------------------
14 3 Shipping containers For EVT Platforms QFM1,FM2,FM3
-----------------------------------------------------------------------------
15 1 SCC TBD
------------------------------------------------------------------------------
16 3 MGSE For AIT Platforms QFM1,FM2,FM3
-----------------------------------------------------------------------------
17 3 Mass Models TBD
------------------------------------------------------------------------------
3.2 Documentation
The list of Deliverable Documents (Documentation Requirement List) as
well as associated requested delivery dates are provided in Appendix 2 :
Statement of Work.
3.3 Delivery procedure
3.3.1 Documentation
Documentation is to be sent to DBSI as specified in Clause 10
3.3.2 Equipment
Notification of shipment
In order to secure the proper delivery of the equipment, SSTL is required
to fax basic shipment data to DBSI as soon as they become available.
Said data shall be limited to :
- Ref of airway ▇▇▇▇ - Flight n(degree), departure and arrival time -
Contract n(degree), - ref of equipment
and shall be sent to :
DBSI as per Clause 10
Address of delivery
In accordance with the CIP Toulouse Blagnac Airport or subsequent
destination to be agreed, the Items subject of this Contract, shall be
delivered by SSTL to the following address (consignee) :
address
The following address shall be systematically indicated on each parcel :
FINAL DESTINATION
DBSI
To the attention of ▇ ▇ ▇▇▇▇▇
3.4 Should it become obvious to SSTL that it will not be able to comply with
the delivery dates indicated in Clause 3.1. and in Appendix 1, it shall
notify DBSI according to the provisions of Clause 10.
4. CONTRACT PRICE
4.1 For the full, satisfactory and timely performance of the Work by SSTL,
DBSI shall pay to SSTL the Firm Fixed Price of :
4.1.1 Nature of Price
The above price is :
The prices include all packaging and shipping and delivery of all the work
o Based on CIP Toulouse Blagnac Airport according to INCOTERMS 1990
subsequent destination to be agreed o Firm and Fixed o Free of VAT (Value
Added Tax) and free of all present taxes, levies, duties and other charges
of any nature, applicable in SSTL's country for the performance of this
Contract, which will be entirely borne by SSTL.
o For the avoidance of doubt, DBSI shall be entirely responsible for all
other taxes, levies, duties and other charges of any nature arising or
applicable in any other countries than the United Kingdom
4.2 Detailed Contract Price
All prices are stated and payments made in US Dollars.
Detailed prices are given in Table 1 below.
Notes :
[1] Item 1: Non Recurring Costs include some of the project setting up,
overhead and management charges
[2] Item 2: Proto-Flight Model (PFM) includes environmental test programme
(excluding payload antenna)
[3] Item 3: Flight Models includes partial environmental test programme
[4] Item 7: Support to Launch Campaign comprises 2 SSTL personnel
[5] Item 8: Increased height of spacecraft to 700mm
[6] Item 9: Additional Electrical Ground Support Equipment (EGSE) brings total
to three sets 3 EGSE
[7] Item 10: Mass models, geometric version of which is to be suitable for
display purposes
[8] Item 11: support to launch agency includes requirements for working with
EuRockot and providing interface
[9] Item 12: system support comprises continuation of measurement campaign,
additional support to DBSI for frequency management and system support.
5. PAYMENT CONDITIONS
Payments due under this Contract by DBSI to SSTL shall be made in
accordance with the Payment Plan hereafter.
5.1 Payment Plan
5.2 Invoicing
Invoices are to be submitted for each milestone, 30 days in advance and
sent in accordance with Clause 10.
Each invoice shall contain the following elements :
o name of the Program
o identification number of the Contract ;
o identification of the required payment (milestone definition, number, date
and amount) o name and address of the Bank to be credited together with the
relevant Bank account number.
Any invoice submitted without the above information or not complying with the
above requirements shall be sent back to SSTL for correction and resubmission.
5.3 Payments
Payments shall be made upon satisfaction of both Calendar and Milestone
completion conditions.
DBSI guarantees that the time span between the date of receipt of the invoice
and the order of swift credit transfer in favour of SSTL shall not exceed 30
(thirty) calendar days, providing both calendar and milestones conditions have
been met.
Written evidence supporting achievement of each milestone shall be submitted by
SSTL along with the corresponding invoice.
6. WORK IN PROGRESS INSURANCE
SSTL shall provide adequate insurance and shall ensure that its insurance is
sufficient for the value of the work on the Contract from commencement until the
delivery of the platforms in accordance with Clause 3.1. SSTL shall provide to
DBSI a copy of the certificate of insurance before the beginning of Assembly,
Integration and Test (AIT).
7. INSPECTION AND ACCESS TO WORK
7.1 SSTL shall provide representatives of DBSI access to its premises where
work under this Contract is being performed, and shall assist them in
exercising their rights under the present Clause 7.
7.2 DBSI shall have the right to monitor the progress of the work which must
be carried out in accordance with the terms and conditions of the present
Contract, and shall have access to the data and documentation generated
under this Contract by SSTL as required to complete the Contract
satisfactorily.
7.3 With regard to administrative procedures, internal rules and regulations
of SSTL shall be applicable to the DBSI personnel.
7.4 During the performance of the Contract, when it has been established that
materials or semi-finished or finished hardware parts do not comply with
the requirements of this Contract :
DBSIwill be entitled to refuse the use or incorporation of these parts
in a deliverable hardware under this Contract
The suspended or rejected parts shall be corrected, improved or replaced
as agreed by both Parties.
7.5 The performance of any inspection under the present Clause 7 shall in no
way affect the responsibility of SSTL nor does it restrict the right of
DBSI or the inspecting authority acting on its behalf :
to reject deliverable hardware offered for acceptance
to enforce the warranty clause after acceptance
8. ON SITE PERSONNEL
8.1 If so requested and upon reasonable advance notice SSTL shall make the
effort to accommodate DBSI representatives at SSTLs premises.
The number of representatives shall be determined on a case by case
basis. The above applies in case SSTL's representatives are necessary
in the DBSI premises
8.2 The representatives of DBSI shall be entitled to use all of SSTL's normal
communications systems, i.e. telephone, fax etc, on a free of charge
basis for the purpose of the present Contract.
If necessary SSTL will facilitate all administrative steps of the above
mentioned representatives during the period of their stay.
The above applies in case SSTL's representative are necessary in the DBSI
premises.
9. KEY PERSONNEL
9.1 It is agree that the following employees are considered key personnel for
the performance of this Contract :
▇. ▇▇▇▇▇▇▇▇ Platform Programme Manager
J. Paffet Ground Segment, Operations & Frequency coordination manager
▇. ▇▇▇▇▇▇▇ Project Manager
▇. ▇▇▇▇▇▇ Director of Projects
The availability of ▇. ▇▇▇▇▇▇▇▇ to DBSI for the ESAT project shall be not
less than 50%.
9.2 SSTL agrees that the following rules apply to key personnel :
the work related to this Contract shall be executed by such key personnel
as defined above, such personnel to be fully available to the practical
extent possible throughout the Contract for the work allocated to them by
SSTL.
SSTL shall be entitled to carry out replacement of key personnel or
part-time assignment to other tasks if it can demonstrate it has been
compelled to do so.
In that case, the SSTL shall inform DBSI in due time of its intentions
and provide supporting arguments along with a resume of the proposed
replacement personnel.
Replacement personnel must be approved by DBSI within (7) days and
approval shall not be unreasonably withheld.
10. COMMUNICATIONS
Any notice, invoice or correspondence between DBSI and SSTL in relation
to this Contract shall be sent by the appropriate means to :
10.1 In the case of DBSI :
DBSI
address
Main Office :
▇▇▇▇ ▇▇▇▇▇▇▇▇ DBS Industries Inc, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ Tel ▇▇ ▇▇▇ ▇▇▇
8055 Fax ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Project Office :
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇
Tel ▇▇▇ ▇ ▇▇ ▇▇ ▇▇▇▇ Fax ▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇
One hard copy to the main office, two hard copies to the project office
together with a labeled disk or disks, with microsoft office compatible
format, of identical content
or such other persons at such address as DBSI may from time to time
direct in writing for specific purposes.
In the case of SSTL :
Surrey Satellite Technology Limited (SSTL)
University of Surrey
Guildford - Surrey GU25XH
UNITED KINGDOM
o For technical matters to ▇. ▇▇▇▇▇▇
Tel : (▇▇) ▇ ▇▇▇ ▇▇▇ ▇▇▇ - Fax: (▇▇) ▇ ▇▇▇ ▇▇▇ ▇▇▇
o For Contractual matters to ▇.▇. ▇▇▇▇▇▇
Tel : (▇▇) ▇ ▇▇▇ ▇▇▇ ▇▇▇ - Fax: (▇▇) ▇ ▇▇▇ ▇▇▇ ▇▇▇
or to any other address that SSTL might notify in writing to DBSI
11. ACCEPTANCE PROCEDURE AND INCOMING INSPECTION
11.1 General All Deliverable Hardware and Software shall be subject to
Preliminary Acceptance prior to delivery and Final Acceptance.
The Preliminary Acceptance activities shall take place at SSTL's premises, under
SSTL's responsibility and shall be performed in accordance with the stipulations
of Appendix 1 : STATEMENT OF WORK.
11.2 Preliminary Acceptance procedure
11.2.1 Acceptance Tests
One (1) month prior to the beginning of the Acceptance Tests, SSTL shall provide
for DBSI's approval the test procedure to be used for the performance of the
Acceptance proceedings. Should DBSI not reject this test procedure within five
(5) calendar days, then it shall be deemed to have been approved.
DBSI shall be notified at least fifteen (15) calendar days and confirmed three
(3) working days prior to the beginning of the Acceptance tests, and shall then
have the opportunity to decide upon its participation. If DBSI decides not to
participate, SSTL shall proceed with acceptance testing in order not to delay
the work.
The test report shall be sent by SSTL to DBSI by express mail within seven (7)
calendar days following completion of the above tests. Failure to deliver said
documentation shall postpone the customer acceptance described in Appendix 3.
11.3 Incoming Inspection and Final Acceptance
11.3.1 All delivered hardware shall be subject to an incoming inspection at
DBSI's premises upon their receipt, except for the Ground Stations for which
incoming inspection will take place at the designated site ;
Incoming inspection consists solely in visual inspection for damages in
shipping. The conclusions of the incoming inspection shall be notified by DBSI
to SSTL within five (5) calendar days following receipt of the item by DBSI. For
Platform, Final Acceptance shall be deemed to have occurred after delivery,
acceptance and assembly of the complete Platform Flight Model. For the Ground
Stations Final Acceptance shall occur after the on site delivery and tests.
11.3.2 Rejection
Any Item rejected according to the above terms and conditions shall be
considered as a non delivery and shall be returned to SSTL's address at SSTL's
risk and expense after due notification by DBSI, SSTL shall be able to propose
preferred transportation methods.
11.3.3 Redelivery
Any Item which is returned to SSTL for repair of modification shall be
subject to the above acceptance procedures upon delivery.
12. WARRANTY
12.1 Duration
12.1.1 Ground Station and EGSE
The warranty period of the Ground Station and EGSE shall start from its on
site installation and Final Acceptance until a period of twelve (12) months have
elapsed.
12.1.2 Platform
The warranty period of Platform shall start from its Final Acceptance and
end 12 (twelve) months after or at Intentional Ignition where this Platform is
embodied whichever is the earlier.
12.1.3 Software
The warranty on uploaded Platform software and Ground Station software
shall be valid from its Final Acceptance and run until the Satisfactory
Completion of the In Orbit Test of the E-SAT Satellite have occurred. The
warranty applies only under nominal operation of the Satellite.
12.1.4
With respect to any defective Item that is corrected or replaced, the
warranty period shall be extended for the same period of time during which said
Item was not available for operational use.
12.2 Subject of Warranty
SSTL warrants that the Items designed and manufactured under the Contract
is in conformity with the specifications and with the requirements of the
Contract, and is free from defects in design, materials and workmanship.
SSTL shall not be liable for defects caused through mishandling or misuse
by DBSI. The warranty contained herein is in addition to any other rights DBSI
may have at law.
12.3 Remedies
12.3.1 Platform
Concerning the Platform, the warranty shall cover the cost of removal,
replacement or repair and of testing as well as the cost of reinstallation of
those parts and components which have been found defective within the scope of
this Clause for design or manufacturing faults, but specifically excluding any
faults that occur as a result of de-stacking / dismantling of the Platform after
delivery and acceptance. The warranty shall also cover all travel expenses,
packing and transport charges incurred in connection with the execution of this
Clause. SSTL will have the possibility to arrange such transport and packing,
provided the proposed arrangements do not delay the performance of SSTL's
warranty obligations.
DBSI shall be entitled to request SSTL to replace the defective Item, when
a replacement Item is available in the event that a repair is more costly in
time than a replacement.
As far as software is concerned, the warranty shall cover the
identification of defaults, installation procedure and testing of corrected
versions and associated documentation.
12.3.2 EGSE
Concerning the EGSE the warranty shall cover the cost of removal,
replacement or repair and of retesting as well as the cost of reinstallation of
those parts and components which have been found defective within the scope of
this Clause, for design or manufacturing faults, but specifically excluding any
faults that occur as a result of misuse or dismantling after acceptance on
delivery. The warranty shall also cover all travel expenses, packing and
transport charges incurred in connection with the execution of this Clause. SSTL
will have the possibility to arrange such transport and packing, provided the
proposed arrangements do not delay the performance of SSTL's warranty
obligations.
DBSI shall be entitled to request SSTL to replace the defective Item, when
a replacement Item is available in the event that a repair is more costly in
time than a replacement.
As far as software is concerned, the warranty shall cover the
identification of defaults, installation procedure and testing of corrected
versions as far as associated documentation.
12.4 Warranty administration
In case of alleged defect, DBSI shall notify SSTL as soon as possible
through a warranty claim containing the followings :
o Item designation (hardware), Software designation,
o Serial number,
o Contract Number,
o Date of initial delivery,
o Failure analysis (hardware) or anomaly report (software).
SSTL shall acknowledge receipt by fax of said warranty claim within 2
working days.
12.4.1 Platform, relevant Ground Support Equipment (GSE)
During the Warranty period, SSTL guarantees that the maximum repair Turn
Around Time (T.A.T.) for Platform, GSE expressed in calendar days between
receipt of a defective Item under warranty at SSTL's facilities and shipment of
the repaired Item from SSTL's facilities shall not exceed 15 (fifteen) calendar
days for minor adjustments.
For major adjustments, the T.A.T., as defined above, shall be agreed on a
case by case basis between the Parties, respecting the current E-SAT Schedule
constraints. SSTL shall show that the best efforts have been made to optimize
the T.A.T.
If SSTL fails to repair or replace defective Item after written
notification of non compliance due to a defective material within said T.A.T.,
DBSI shall have the right to correct or replace such defective Item at SSTL's
expense. Such expense shall not exceed that portion of the Contract Price
attributable to the defective Item.
The provisions of Clause 16-1 shall apply to any Platform, GSE Item not
repaired within said T.A.T, starting from the first day in excess, this
provision shall not be unreasonably applied.
In the event that SSTL foresees that a defective Item cannot be repaired
and shipped from SSTL's facilities within the time guaranteed above SSTL may
elect to provide an interchangeable, serviceable, replacement Item within such
time. Any defective Item which has been returned to SSTL and has been replaced
by SSTL whether under warranty or not shall become the property of SSTL.
For an Item repaired or replaced under Warranty, SSTL shall specify
separately on the documents for customs purpose :
o The same Item value as indicated on DBSI's documents
o The repair cost, (if applicable).
12.4.2 Software
For what concerns platform software, the warranty service will start
after receipt at SSTL premises of a documented anomaly report.
The warranty service will consist in :
o anomaly complementary identification (if needed) through telephone call with
operators,
o software modification to correct the trouble origin,
o delivery through express mail of the updated software version on floppy
disk with associated installation procedure,
o telephone support to operators for new software version installation,
SSTL shall use its reasonable efforts to ensure that the anomaly report
will start to be analysed for trouble investigation within three (3) working
days following receipt of anomaly report at its premises. SSTL shall use its
reasonable efforts to minimize the impact of the potential software modification
on the availability.
12.5 Repairs or replacements not covered by the Warranty
12.5.1 Repairs or replacements performed during the Warranty period (hardware).
Any repair not covered by the warranty and chargeable to DBSI shall be
subject to a financial proposal, as per procedure defined in Clause 13, to be
approved by written consent of DBSI before the work is performed.
12.5.2 Repair or replacements performed after expiration of the Warranty period
After expiration of the warranty period SSTL shall maintain the necessary
technical know how in order to provide in a timely manner to DBSI corrections or
replacements of the delivered Item up to 3 (three) years after the Platform
Final Acceptance. SSTL shall assure the ability to remake flight software for 3
(three) years after launch. Any repair chargeable to DBSI shall be subject to a
financial proposal, as per procedure defined in Clause 13, to be approved by
written consent of DBSI before the work is performed.
13. CHANGES
13.1 General
DBSI may at any time, by a written notice introduce changes to the
provisions of the Contract and its Appendices and the scope of the work to be
performed or items to be supplied under this Contract.
DBSI may also accept changes proposed by SSTL on its own initiative or on
behalf of its Subcontractors/Suppliers
Said changes shall be implemented through the modification procedure
described in Clause 13.2
13.2 Change procedure
13.2.1 Changes initiated by DBSI
13.2.1.1 Any request for a Contractual change initiated by DBSI shall be
supported by a Change Request Form.
A sample of this form is provided in Clause 13.3 hereafter. Within fifteen
(15) Calendar Days or otherwise agreed by the Parties following receipt of a
Change Request issued by DBSI, SSTL shall provide DBSI with a proposal
containing the following :
o Change Proposal completed with all required information,
o All additional information which may be required by DBSI to support
SSTL's proposal.
13.2.1.2 Upon agreement of both Parties on the content of the Change, the
Contract shall be amended by means of a Contract Amendment.
Signature of said Contract Amendment by both Parties shall render the
Change enforceable thus allowing incorporation of the modification.
No activities on a proposed change shall be started prior to the signature
of the relevant Contract Amendment. Neither party shall be liable for any change
unless and until the Parties have entered into a Contract Amendment.
Under exceptional circumstances, and for mandatory modifications whose
immediate implementation is required to meet the Delivery Dates, DBSI may direct
anticipation of the Work through an Authorization To Proceed (ATP) providing
SSTL has proposed price not to exceed and schedule for implementation of such
change.
13.2.2 Changes proposed by SSTL
Any Change Proposal initiated by SSTL shall be supported by a Change
Proposal Form. A sample of this form is provided in Clause 13.4 hereafter.
Within fifteen (15) calendar Days following receipt of a Change Proposal sent by
SSTL, DBSI shall inform SSTL of its position regarding said Change Proposal. If
applicable, implementation of the Change shall be handled according to the terms
and conditions of Clause 13.2.1.2.
13.2.3 Miscellaneous
SSTL shall be responsible for any impact on the provisions of this Contract
resulting from any Contractual Change implemented through the above procedures.
SSTL shall make its reasonable endeavours to implement any change in such a way
as to preserve proper achievement of the schedule. DBSI Representatives shall be
entitled to attend any meeting related to changes.
13.3 Forms
E-SAT
DBSI CONTRACT DATE :
ESAT-GTL-CO-0034
CHANGE REQUEST C. R n(degree) :
------------------------------------------------------------------------------
SSTL is requested to submit a proposal to implement this change.
The proposal shall include a list of all items affected (including Contract,
technical Contractual documents and hardware) and the detailed changes proposed
for each item.
The request does not imply an intention to proceed and no work should be
undertaken to implement the change.
This proposal including planning and pricing should be submitted according to
the provisions of the Contract.
-------------------------------------------------------------------------------
Sub- system : Equipment :
-------------------------------------------------------------------------------
TITLE :
------------------------------------------------------------------------------
REASON FOR CHANGE
DESCRIPTION OF REQUESTED CHANGE :
------------------------------------------------------------------------------
AUTHORITY ORIGINATOR CONTRACT PROJECT
MANAGER MANAGER
------------------------------------------------------------------------------
DBSI :
-NAME:
-DATE :
-SIGNATURE :
------------------------------------------------------------------------------
Sheet of
-------------------------------------------------------------------------------
SSTL DATE :
CHANGE PROPOSAL C. P n(degree) :
Rev :
------------------------------------------------------------------------------
REF. OF THE CHANGE REQUEST : SUB SYSTEM :
EQUIPMENT :
MODEL :
------------------------------------------------------------------------------
CONTRACT n(degree)
-------------------------------------------------------------------------------
TITLE :
------------------------------------------------------------------------------
RECOMMENDED INTRODUCTION DATE :
-----------------------------------------------------------------------------
DESCRIPTION OF CHANGE :
------------------------------------------------------------------------------
DOCUMENTS AFFECTED (USE ADDITIONAL SHEETS WHEN REQUIRED)
------------------------------------------------------------------------------
TITLE N(degree) ISSUE/REV DATE
------------------------------------------------------------------------------
OTHER IMPACTS TO BE DOCUMENTED ON PAGE 2/2
-----------------------------------------------------------------------------
NEED FOR CHANGE :
------------------------------------------------------------------------------
SCHEDULE IMPACT (S)
-----------------------------------------------------------------------------
COST/SAVING TO BE DETAILED ACCORDING TO CONTRACT STIPULATIONS
SHEET 1/2
-------------------------------------------------------------------------------
-----------------------------------------------------------------------------
SSTL DATE :
CHANGE PROPOSAL C.P n(degree) :
Rev :
------------------------------------------------------------------------------
CHANGE HAS IMPACT ON : SEE ATTACHMENT :
NO YES
----- ------
CONTRACT PRICE OR FEE
----- ------ ------------------------------------------------------------
----- ------
SCHEDULE
----- ------ -----------------------------------------------------------
PERFORMANCE
----- ------ -----------------------------------------------------------
RELIABILITY
----- ------ -----------------------------------------------------------
SAFETY
----- ------ ------------------------------------------------------------
QUALITY ASSURANCE
----- ------ ------------------------------------------------------------
PARTS, MATERIALS, PROCESSES
----- ------ -------------------------------------------------------------
MAINTENANCE AND REPAIR
----- ------ ---------------------------------------------------------
TEST
----- ------ -------------------------------------------------------
MASS, BALANCE, MOI
----- ------ -----------------------------------------------------------
INTERFACE CHARACTERISTICS
----- ------ ----------------------------------------------------------
POWER DISSIPATION OR CONSUMPTION
----- ------ ------------------------------------------------------------
EMC
----- ------ -----------------------------------------------------------
INTERCHANGEABILITY
----- ------ -----------------------------------------------------------
COMPUTERS PROGRAMS
----- ------ ----------------------------------------------------------
OPERATIONS
----- ------ -------------------------------------------------------
EGSE
----- ------ -------------------------------------------------------
MGSE
----- ------ -----------------------------------------------------------
HANDLING, STORAGE, TRANSPORTATION
----- ------ -----------------------------------------------------------
SPARES
----- ------ -----------------------------------------------------------
DOCUMENTATION
----- ------ -----------------------------------------------------------
FOLLOW ON PROGRAMS
----- ------ -----------------------------------------------------------
ALREADY MANUFACTURED HARDWARE
----- ------ ---------------------------------------------------
POSSIBLE IMPACT ON OTHER HARDWARE
----- ------ ---------------------------------------------------------
OTHER
-------------------------------------------------------------------------------
REMARKS :
------------------------------------------------------------------------------
AUTHORITY ORIGINATOR CONTRACT PROJECT
MANAGER MANAGER
-------------------------------------------------------------------------------
NAME :
SSTL : DATE :
SIGNATURE
------------------------------------------------------------------------------
PAGE 2/2
------------------------------------------------------------------------------
14. COST ANALYSIS
14.1 For all proposals of Modifications, or repair of equipment submitted by
SSTL and in case of termination of this Contract according respectively
to the provisions of Clause 13 : Change, Clause 12.5 Repair and Clause 24
Termination, DBSI will be allowed to carry out detailed cost analysis at
SSTL's facilities.
For this purpose, SSTL will put at DBSI's specialists disposal :
production drawings
production process sheets
provisioning order
Hourly rates
parts and process list
or any other elements reasonably required for the verification of SSTL's
prices.
14.2 DBSI undertakes to consider and maintain as secret and confidential all
data and documents made available to it for the exercise of the rights
granted by the above conditions.
15. SUBCONTRACT
15.1 In performance of the Work, it is necessary for SSTL to enter into
Subcontracts. "Major Subcontractors" are defined as those
Subcontractors;
o accounting for more than 850,000 [USD] set at January 1999
Economic-Conditions or,
o supplying critical items or work or,
o which are subject to specific export license constraints or
procedures, etc..
Major Subcontractors selected by SSTL are listed below with their names,
addresses, and the scope of the work to be subcontracted.
Major Subcontractors Location Description of Work
POLYFLEX Ltd UK Cold Gas Propulsion
-------------------------------------------------------------------------------
EEV Ltd UK GaAs Solar Arrays
------------------------------------------------------------------------------
15.2 SSTL shall permit DBSI to communicate with its Subcontractors, should
DBSI deem it necessary to do so, provided that DBSI gives reasonable
prior notice of such contact to SSTL, and SSTL will be permitted to
attend any meeting resulting from these communications.
15.3 List of Subcontractors
The final list of subcontractors shall be defined at the CDR
16. DELAYS
16.1 Penalties for late delivery
The present Clause applies to all Equipment subject of this Contract.
16.1.1 Without prejudice to SSTL's obligations under the Contract SSTL shall
notify DBSI immediately by fax of any known or anticipated delay in the
performance of its obligations stating :
(a) the anticipated period of the delay,
(b) the reasons for the delay : and
(c) what action is being taken by SSTL to overcome such delay.
16.1.2 Should SSTL fail to meet the delivery schedule specified in the Contract
then DBSI reserves the right to either :
(a)instruct SSTL to send the consignment by other than its normal means
of transport, and/or to a destination other than shown in the
Contract; or
(b)make necessary and reasonable arrangements for collection of
the consignment.
SSTL shall be liable for such costs as may be incurred by SSTL(case (a)
above) or by DBSI (case (b) above) as a result of DBSI exercising these
rights, such costs may be agreed by the Parties in advance.
16.1.3 SSTL shall not be liable for delays in delivery which are due to a case
of "Force Majeure" such as defined in Clause 21 : FORCE MAJEURE, provided
that in such cases SSTL exercises due diligence in promptly notifying
DBSI in writing of any known or anticipated delay and recommences
performance of SSTLs obligations immediately after cessation of the
delay.
In such a case, delivery stated in Clause 3 : DELIVERY CONDITIONS AND
DELIVERY SCHEDULE will be extended by the number of necessary days to
overcome the causes of the delay.
16.1.4 If delivery is delayed or is anticipated to be delayed due to any of the
excusable delay provisions described in Clause 16.1.3 above, the delivery
schedule in the Contract shall be extended for such period as may be
agreed between DBSI and SSTL provided that if delivery is delayed or
anticipated to be delayed for more than five (5) months DBSI shall be
entitled to cancel the Contract in whole or in part, in accordance with
the provisions of Clause 24.1
16.1.5 Failure to meet one or several dates of the delivery schedule given in
Clause 3 shall without prejudice to DBSI's right of termination, render
SSTL liable to a deduction from the Contract Price.
The value of this deduction will be calculated as follows for each day of
delay :
- 0.3 per thousand of the total Contract Price from the first to the 40th
day inclusive,
- 0.5 per thousand of the total Contract Price from the 40th day to the
90th day inclusive,
- 0.1% of the total Contract Price for each subsequent day.
Total cumulated penalty shall not exceed 3% of the total Contract price.
Nothing contained in this Clause shall affect any right or remedy
available to DBSI under this Contract or by law for the consequences of
any delay to contractual delivery dates.
16.2 Payment of penalties
Penalties due according to the above provisions shall be invoiced by DBSI
and paid by SSTL within 30 days of the tenth of the month following the
date of receipt of the invoice.
17. UNDERTAKING OF DBSI
17.1 For performance of this Contract DBSI shall deliver to SSTL CIP (LONDON
Heathrow International Airport) according to INCOTERMS 1990 at no cost
the Equipment, supplies and technical documents referenced below in good
condition and at the time stipulated below :
- Dummy payload to be provided at a precise date to be defined by the
Parties during the Deliverable Status meeting .
The undertakings of DBSI given in this Clause constitute an obligation
for DBSI only insofar as they are necessary for the successful and timely
execution of SSTL's tasks. The cost of any additional requirement by SSTL
shall be borne by the latter unless otherwise agreed.
17.2 During the period of time where the equipment is in the custody of SSTL,
the latter shall take over the associated insurance maintenance contracts
and expenditures.
17.3 Any failure of DBSI to execute its undertakings under the present Clause
shall be notified by SSTL to DBSI within fifteen (15) calendar days.
After these (15) fifteen calendar days, SSTL shall be entitled to relief
or compensation through implementation of the change procedure given in
Clause 13 : CHANGES
18. TECHNICAL DIRECTIVES
18.1 DBSI shall have the right to issue Technical Directives to SSTL. The
Technical Directives shall serve to explain in more details the task
descriptions contained within the Appendices, to set down guidelines for
SSTL concerning the continuation or intensification of certain tasks or
to promote the implementation of the contractual performance
requirements.
To ensure the effectiveness of the Technical Directives it is necessary
that they
a) are issued by DBSI's project manager or its authorised representative
b) are given in writing referring to this Clause
c) inform SSTL by telephone
d) are jointly agreed by the parties
18.2 SSTL shall acknowledge receipt of the Technical Directive within five (5)
working days stating its position regarding its acceptance and developing
all relevant comments.
18.3 Where applicable and prior agreed, these Technical Directives shall be
issued according to the Change procedure in Clause 13.
19. PATENT INFRINGEMENT
19.1 To the best of its knowledge SSTL represents that there are no actual or
threatened claims by third Parties for infringement of patents, or other
proprietary information by the Equipment on the date of coming into force
of this Contract.
19.2 Should a claim or a suit arise against DBSI by a third party for alleged
infringement of patent rights in force relating to the Equipment, DBSI
shall inform SSTL of such a claim, without delay. SSTL shall defend DBSI
and bear all expenses relevant to the resulting lawsuit providing it has
been given the opportunity to conduct the action and /or proceedings at
its own convenience, for an aggregate value for the Contract of 1,000,000
GBP under the cover of SSTL's product liability insurance policy.
Should a court or an arbitrator finally establish that there has been a
patent infringement or should SSTL consider that the equipment it has
delivered could be the subject of a claim or suit for infringement, then
SSTL shall use its reasonable endeavours to obtain the right, at its own
expense, for DBSI to continue the use of the delivered equipment.
20. PROPRIETARY RIGHTS
20.1 Definitions
Foreground Inventions shall mean any new improvement or discovery
which is patentable subject matter that is first developed under this
Contract.
Foreground Information shall mean new information of any kind,
including designs, process information, methods of manufacture and
software (both source and object form) first developed under this
Contract.
Background Technology shall mean all SSTL's owned information,
improvements or discoveries, whether or not patented by SSTL to be used
for the E-SAT program, which are not Foreground Inventions or Foreground
Information.
20.2 Rights on Background Technology
DBSI shall have a free of charge, non exclusive right to use the
background technology that relates to the E-SAT program and then only for
the contracted E-SAT Program.. Any other rights to use background
technology associated with the E-SAT program and transmit it to a third
party shall be treated in accordance with Clause 20.5.
20.3 Rights on Foreground Inventions and Foreground Information
Foreground Inventions and Foreground Information shall be the property of
SSTL. SSTL can communicate Foreground Invention and Foreground
Information to a third Party after informing DBSI and reserving DBSI's
rights in case of commercial use.
SSTL shall be entitled to protect Foreground Inventions by patent or
other similar form of legal protection.
Within two months of the filing, in any country whatsoever, of any
application for a patent or other similar form of legal protection in
respect of an invention as referred to above, SSTL shall notify DBSI of
the reference number and date of the application, the name of the
applicant and the name of the inventor and the reference number and
subject of the relevant Contract, and subject to its national
legislation, shall supply it with a copy of a description and drawings
filed with the application.
DBSI shall treat these documents as confidential. Except with the
agreement of SSTL these documents shall not be disclosed as long as the
patent or similar form of legal protection or the application for it has
not been officially published, this restriction being limited to a period
of 18 months following the filing of the application.
In addition SSTL shall, within nine (9) months following the initial
filing of a patent application, provide DBSI with a list of the other
countries in which it has filed, or intends to file corresponding patent
applications, and upon request it shall allow DBSI to file applications
in those countries in which it does not do so itself.
If SSTL makes an invention during the E-SAT Program which it does not
wish to patent, it shall immediately inform DBSI accordingly and shall
transfer the rights, free of charge, to DBSI so that the latter may,
after consulting SSTL, take action in its stead.
Employees of SSTL who have conceived Foreground Inventions not to be
patented by SSTL will be requested to sign all documents in accordance
with the patent's formalities in order to enable DBSI to file the related
patent application under its name and at its expense.
DBSI shall be entitled to maintain, for its own benefit, any patent or
patent application that SSTL intends to abandon. SSTL shall notify DBSI
of its intentions at least three months in advance to enable it to comply
with the necessary formalities. In respect of any patent secured by DBSI
under the terms of this paragraph SSTL shall be entitled to receive, free
of charge, an irrevocable exclusive license, with the right to grant
sub-licenses, on condition of informing DBSI.
For a period of ten years, with effect from the delivery of the platform,
SSTL shall inform DBSI at its request, of improvements incorporated into
equipment then currently available from SSTL whose application could be
considered for incorporation into or with the equipment delivered under
the Contract.
In respect of any Foreground Invention and Foreground Information, SSTL
grants, free of charge, an exclusive irrevocable license to DBSI. This
license authorizes DBSI to make use or have made use of the Foreground
Inventions and Foreground Information for their own requirements in the
field of space research and technology and their space applications, with
the right to grant sub-licenses on condition of informing SSTL and
receipt of SSTL's written agreement.
20.4 Rights of Reproduction
For the purpose of the Contract the right of reproduction is defined as
the right to manufacture or have manufactured Foreground Invention and
Foreground Information or part thereof, or any modifications or
derivatives thereof that do not substantially alter their identity.
SSTL agrees that DBSI shall have the right of reproduction in respect of
any Foreground Invention and Foreground Information with the right to
grant sub-licenses on condition of informing SSTL and receipt of SSTL's
written agreement.
SSTL must take all reasonable steps with the holders of the rights of
Foreground Industrial property to enable the exercise of the right to
reproduce and avoid the limitation of such right. If the right of
reproduction is impaired, SSTL must upon formal notice take all
reasonable measures to eliminate the trouble.
20.5 Royalties
Subject to an agreement based on fair and reasonable terms to be
negotiated , DBSI may purchase the right for their own requirements in
the field of space research and technology to :
- use the Background Technology in connection with the E-SAT program,
allow this Background Technology to be used by a third party.
21. FORCE MAJEURE
21.1 Notwithstanding any other provisions of the Contract neither Party shall
be deemed to be in default of any of its contractual obligations if and
to the extent such obligation is affected temporarily or permanently by
an event or cause of Force Majeure as hereinafter defined.
21.2 Force Majeure means any circumstance whether or not of the class or kind
specifically named hereunder, which is not within the reasonable control
of the Party affected and which despite the exercise of reasonable
diligence could not be avoided or prevented.
The following events given by means of example will be qualified as Force
Majeure in any case:
acts of God,
expropriation, confiscation or requisitioning of facilities. Compliance
with any order directive or request of any competent governmental
authority or persons purporting to act therefore, which affects to a
degree not presently existing, the supply, availability or use of
materials or labor,
acts or inaction on the part of any government authority or person
purporting to act therefore,
acts of war or the public enemy whether war be declared or not,
public disorders, insurrection, rebellion, sabotage, riot,
explosions, fire, floods of great lightning, inclement weather conditions
or other natural calamity,
general strikes
21.3 Upon the occurrence of any such event or cause as aforesaid the Party
affected shall immediately notify the other Party in writing as soon as
possible of the alleged beginning of Force Majeure and shall give
reasonable evidence of the said event or cause of Force Majeure.
21.4 The parties shall thereupon consult with one another concerning the
effect of the Force Majeure and shall in any case agree upon an extension
of the time schedule of the Contract which will not be less than the
duration of the effects of the Force Majeure.
21.5 If the Force Majeure effect exceeds a period of five (5) months or any
agreed extension thereof, either Party may terminate the Contract.
However, should the Contract be terminated by DBSI on this account the
stipulations of Clause 24.1 shall apply
22. TRANSFER OF TITLE AND RISKS
22.1 For all items to be delivered under this Contract risk of loss or damage
shall pass to DBSI in accordance with the provisions of the CIP Incoterms
1990.
for sake of clarity, the delivery points are the following :
For platforms, EGSE, software and containers : "CIP Toulouse Blagnac
Airport" or subsequent destination to be agreed.
22.2 For all items to be delivered under this Contract title shall pass to
DBSI at final acceptance and receipt, by SSTL, of full and complete
payment of such items
23. LIABILITIES
23.1 The liability of each of the Parties arising out of any property damage
or personal injury occurring during the performance of this Contract
shall be limited to the amount they receive from their insurers.
23.2 Compensation for damage to any property used under this Contract shall be
borne by the Party who has the item under its custody at the time of
occurrence of the damage.
24. TERMINATION
24.1 Termination without default of SSTL
DBSI may at any time terminate unilaterally in whole or in part its
obligations under the Contract by notifying SSTL with one month notice of
its decision and shall further be relieved from accepting any undelivered
Items.
24.1.1 SSTL undertakes that, upon receipt of such notification, it will cease
all related work on the Contract as soon as possible and comply with any
reasonable directions with regard to items which may be given by DBSI.
SSTL shall further ensure that its own Subcontractors likewise cease work
and comply with any such reasonable direction.
24.1.2 SSTL shall produce a termination inventory in a suitable form prescribed
by DBSI and send it as soon as possible following said notification to
DBSI who reserves the right to request completion of any equipment
according to the terms of the Contract.
24.1.3 SSTL will be entitled to receive termination costs and cancellation fees
including a 10% profit margin that would not amount to a total higher
than would have been due to it had the Contract been completed.
24.1.4 Following receipt of payment therefor, DBSI, as owner henceforth of the
termination inventory shall give SSTL proper instructions for delivery or
other disposition of the termination supplies.
The value of the items stipulated above shall be calculated either on the
basis of the Contract Price or for items in course of manufacture at a
fair and reasonable price in terms of their degree of completion at the
termination date.
Where in any instance disposal instructions are given by DBSI to SSTL,
the latter shall credit DBSI with the proceeds of any disposal less costs
incurred.
24.1.5 DBSI shall have the option to purchase at fair and reasonable prices such
technical data and tooling not already paid for under the terms of the
Contract.
24.2 Termination for default of SSTL
24.2.1 In the event of a material breach or non observance by SSTL of any one or
more conditions of the Contract and if SSTL fails to remedy such breach
or non observance within 30 days after receipt of notice from DBSI, DBSI
shall have the right to give SSTL written notice forthwith terminating
the whole or any part of the Contract without prejudice however to
existing rights and remedies already accrued to DBSI.
24.2.2 DBSI shall also be entitled to give notice terminating the Contract if
SSTL shall cease or threaten to cease carrying on its business or shall
become insolvent or if its financial position is such that a legal action
leading towards bankruptcy may be taken against it by its creditors, or
if SSTL resorts to fraudulent practices in connection with this Contract.
24.2.3 In the event of any termination by virtue of this Clause 24.2, DBSI shall
have the right, at SSTL's expense, to manufacture the items or to have
the items manufactured by a third party using any technical data and
tools, stocks and parts completed or in the course of manufacture under
the terms of the Contract by SSTL without prejudice to DBSI's right to
claim compensation for damages.
24.2.4 If the Contract is terminated as provided in this Clause 24.2. DBSI in
addition to any other rights provided in these conditions may require
SSTL to deliver to DBSI in the manner and to the extent directed by DBSI
any completed supplies and subject to receipt of payment transfer title
thereto. Payment for completed supplies delivered to and accepted by DBSI
shall be at the Contract Price.
24.2.5 The Parties will try to establish by mutual agreement a liquidation
settlement; failing such an agreement the provisions of Clause 30 : LAW
AND ARBITRATION shall apply.
24.3 SSTL shall advise DBSI of all proposed settlements with Subcontractors in
the event of termination and SSTL agrees not to enter into any binding
settlement until DBSI has approved the proposed settlements or 30 days
have elapsed from the date when such advice was given to DBSI.
25. GOVERNMENTAL AUTHORISATIONS
Each Party shall be responsible for obtaining its own government
authorisations necessary for the due performance of this Contract
(including the performance of subcontracted work).
DBSI shall be responsible for providing SSTL with a guarantee that
meets the requirements of the third party liability as required by
the Outer Space ▇▇▇ ▇▇▇▇ Chapter 38. Proof of the guarantee must be
provided to SSTL in time for this to be supplied to the British
National Space Centre and the satellite thus be authorised to leave
the UK.
26. PUBLICITY
Within a reasonable time before the issue of any news, release, article,
brochure, advertisement, prepared speech and other information concerning the
Contract status and/or the work performed under this Contract , SSTL shall
obtain the written approval of DBSI concerning the content and timing of such
release.
SSTL shall be informed of DBSI's decision within 24 hours and DBSI's approval
shall not be unreasonably withheld.
Within a reasonable time before the issue of any news, release, article,
brochure, advertisement, prepared speech and other information concerning the
Contract status and/or the work performed under this Contract , DBSI shall
obtain the written approval of SSTL concerning the content and timing of such
release.
DBSI shall be informed of SSTL's decision within 24 hours and SSTL's approval
shall not be unreasonably withheld.
27. LANGUAGE
The Contract is written in the English Language
All correspondence related to this Contract shall be made in English
language.
28. APPLICABLE LAW AND ARBITRATION
28.1 Any disputes arising out of or in connection with this Contract which are
not amicably resolved between the Parties shall be finally settled
according to the rules of Arbitration and conciliation of the
International Chamber of Commerce by arbitrators appointed according to
the rules. The arbitration will take place in LONDON (UK)
The arbitration award shall be final and binding on the Parties and
judgement may be entered thereon, upon the application of either Party,
by any court having jurisdiction.
28.2 This Contract shall be governed construed and performance thereof shall
be determined in accordance with the laws of England and the parties
shall submit to the exclusive jurisdiction of the English Courts.
29. ASSIGNMENT
29.1 Neither this Contract nor any of the rights, duties or obligations of
either Party may be assigned without the prior written consent of the
other Party, which shall not be unreasonably withheld.
29.2 The Parties hereto shall have the right to assign all of their rights,
title and interest in and to this Contract to a qualified successor in
case of merger, consolidation or reorganization or transfer of all or
substantially all of their assets.
30. SATELLITE STORAGE
In the event of platform storage upon the request of DBSI, SSTL shall
provide periodic testing, necessary equipment, and environmental
maintenance suitable for prevention of deterioration to the Platform
during the period of storage. The cost for such services shall be subject
to Clause 13, changes , and shall be negotiated upon the request of
such services by DBSI. Unless such environmental services are requested
by DBSI, any deterioration to a Platform while in storage shall be at
DBSI's risk and shall be corrected at DBSI's expense, unless such
deterioration is to be corrected by SSTL under Clause 12, Warranty.
If environmental services are provided by SSTL, correction of such
deterioration resulting from such services shall be at SSTL's expense.
31. STOP WORK ORDER
31.1 DBSI may, at any time, by written order to SSTL, require SSTL to stop all
or any part, of the work called for by this Contract, for a maximum
period of ninety (90) calendar days after the order is delivered to SSTL,
and for any further period to which the Parties may agree by written
notice.
Any such order shall be specifically identified as a stop work order
issued pursuant to this Clause. Upon receipt of such an order, SSTL shall
as soon as reasonably possible comply with its terms and take all
reasonable steps to minimize the occurrence of costs allocable to the
work covered by this Contract during the period of work stoppage. Within
the stop order period or within any extension of that period to which the
Parties shall have agreed, DBSI shall either
o cancel the stop work order or any extension thereof, or,
o terminate the work covered by the Contract as provided in the
Termination without Default Clause 24 of the present Contract
31.2 If a stop work order or any extension thereof issued under this Clause is
canceled or the period of the order or any extension thereof expires,
SSTL shall resume work. An equitable adjustment shall be made in the
delivery schedule or Contract Price, or both, and the Contract shall be
modified in writing accordingly, if the stop work order results in an
increase in the time required for, and/or in the Contract Price, and/or,
SSTL asserts, based on certified proofs and written evidence a claim for
such adjustment within thirty (30) calendar days after the end of the
effective period of work stoppage. Nevertheless, DBSI upon reasonable
justification may decide to receive and act upon any such claim asserted
prior to the above period.
31.3 If a stop work order is not canceled and the work covered by the present
Contract is terminated for the convenience of DBSI, the reasonable costs
resulting from the stop work order shall be allowed in arriving at the
termination settlement.
32. COMING INTO FORCE
This Contract shall come into force upon its signature by the parties
and receipt of payment of the first milestone by SSTL.
SIGNATURE PAGE
IN WITNESS WHEREOF,
The Parties hereto have set their hands on
On behalf of : Surrey Satellite Technology Limited
Name :
On this day :
On behalf of : DBSI and its wholly owned subsidiary Newstar Limited
Name :
On this day :