Νόμοι — ΦΕΚ A' 27/2022

The BUYER accepts to: 2.1. buy in conformity with the conditions of the Contract the Objects of Performance all as stipulated in this Contract at the Price agreed to in the Article 3, "Contract Value – Price of Deliverables", of which full price details are specified in Annex G. 2.2. effect the related payments, accept the delivery of the forty-four (44) Torpedoes, make all necessary declarations and issue all necessary permits and licenses regarding the delivery of the Object(s) of Performance to the BUYER. 2.3. provide the support prescribed in Annex A. 2.4. make available the workshop building pursuant and as described in Annex H

All Object(s) of Performance’s technical and operational requirements are specified in “CSS” (Annex E).

Annexes B and C describe how the Parties are cooperating in order to achieve the contract objectives.

Under this Contract, SUPPLIER does not guarantee, explicitly or implicitly, that the Object of Performance will meet any operational target performance, unless otherwise specified in CSS (Annex E). SUPPLIER does not guarantee, explicitly or implicitly, that the Object of Performance is suitable for the purpose/purposes envisaged by the BUYER, unless otherwise explicitly specified in this Contract. ARTICLE 2 DEFINITIONS In this Contract the following terms and expressions shall have the following meanings assigned to them unless otherwise specified. facility is constructed. “SAT”means Sea Acceptance Test as per Annex B and C “CSS” Contract System Specification – (Annex E - Confidential and Classified document, not attached to the draft contract) “FAT” means Factory Acceptance Test as per (Annex D) “HAT” means Harbor Acceptance Test as per (Annex D) “ICD” means Facility Requirement Document (Annex H) “ISUS” has the meaning specified in Annex C “SAT” means Sea Acceptance Test as per Annex B and C “SOW – ISUS” means Scope of Work for ISUS (Annex C) “SOW – TPWDS” means Scope of Work for Torpedoes, Workshop equipment, Deliverables, Services (Annex B) “SSP” means Scope of Supply (Annex A) ”Buyer" has the meaning ascribed in the Preamble “Acceptance Tests” means the Factory Acceptance Tests (FATs) to be conducted before delivery at the SUPPLIERS’s premises and/or the SUPPLIER’s subcontractors’ premises and/or the On-site Acceptance Test to be conducted as per the provision of the Annex B and D and/or the Sea Acceptance Test (SAT) to be conducted as per the provisions of Annex B, C and D and/or the Harbor Acceptance Tests (HATs) as per the provisions of Annex C and D “L/G(s)” means the Letter(s) of Guarantee prescribed under Article 6 “LGW” means the Letter of Guarantee prescribed under Article 6.15 “LGP” means the Letter of Guarantee prescribed under Article 6.3 “LGAP” means the Letter of Guarantee prescribed under Article 6.2 “Object of Performance” means the supplies and services listed in Annex A “Acceptance Committee” means the committee to be set up by the BUYER pursuant to Article 7 for the purpose of accepting and certifying the conformity of the respective part of the Object(s) of Performance with the provisions of this Contract. delivery of the respective part of the Object(s) of Performance “Minor Defect” has the meaning specified in Annex D “day” means calendar day “EDC” means Effective Date of Contract as per Article 16 “FRG” means the Federal Republic of Germany “Major Defect” has the meaning specified in Annex D “Additional Objects of Performance” means the additional Torpedoes and related services described in Annex K and covered by the Offer prescribed in Article 18 of this Contract “Classification Society” means the entity under the name “Bundesamt für Ausrüstung, Informationstechnik und Nutzung der Bundeswehr” (BAAINBw) with registered offices in the Federal Republic of Germany, Koblenz, Ferdinand-Sauerbruch-Strasse 1 “Advance Payment” means first installment as per Annex G “Supplier” has the meaning ascribed in the Preamble “EUC” means End User Certificate (Annex I) “Contract” means this Contract “Total Payable Price” means the price defined in Article 3.2 “Total Contract Price” means the price defined in Article 3.1 “Heavyweight Torpedo(es)” or “Torpedo(es)” means ATLAS’ SeaHake™mod4 Heavyweight Torpedo, being the subject of this Contract ARTICLE 3 CONTRACT VALUE - PRICE OF DELIVERABLES

The total price for the Object(s) of Performance under the Contract, including all present or future taxes, duties, and charges amounts to one hundred eleven million nine hundred eighty-one thousand nine hundred twenty Euros (111.981.920,00 € - “Total Contract Price”).

The price payable for delivery of the supplies and services provided in Article 1 is described in Annex G. For the avoidance of doubt, it is expressly agreed that the net total price payable to the SUPPLIER without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter.

Unless otherwise expressly provided in the Contract, all existing or future taxes, duties, and charges outside the geographical borders of SUPPLIER, to which the SUPPLIER becomes or may become liable in connection with the execution of this Contract shall be the sole responsibility of the BUYER, and shall be borne entirely by the BUYER.

Unless otherwise expressly provided in the Contract, all existing or future taxes, duties, and charges within the geographical borders of SUPPLIER, to which the SUPPLIER becomes or may become liable in connection with the execution of this Contract shall be the sole responsibility of the SUPPLIER, and shall be borne entirely by the SUPPLIER.

For the avoidance of doubt, it is expressly agreed that the Total Payable Price as per paragraph 2 hereof does not include and is net of any retention fees and/or deductions in favour of the Hellenic Republic and/or any other public legal entity of Greek Law. It is expressly understood that all and any present or future contributions in favour of the Hellenic Navy Pension Fund which presently amount to 6,144% [i.e. 4% for the Navy Pensions Fund, 2% for the Special Navy Mutual Aid Fund, 0,12% for stamp duty (2% on the total amount of contributions, according to article 7 of Law 1884/90), 0,024% for the Agricultural Insurance Organization (20% on the stamp duty, according to article 7 of the Law 1884/90)], in total: six million four hundred eighty one thousand nine hundred and twenty (6.481.920)€, or any amended values and percentages which might become effective during the term of the contract, shall not be included or added to each and any invoice to be issued to the BUYER pursuant to Article 3.2. Payment of the abovementioned deductions to and in favor of the Hellenic Navy Pension Fund and/or any other public legal entity of Greek Law will be effected directly by the BUYER.

It is expressly agreed that the SUPPLIER, as a foreign company that does not have permanent seat within the territory of the Hellenic Republic, is exempted from any and all tax withholdings, in accordance to the bilateral agreement for avoiding double taxation between the Hellenic Republic and FRG. It is also expressly understood that payments to be made by the BUYER shall not be subject to any VAT pursuant to any existing or future provision of Greek Law. weapons and military equipment”.

As regards the interest rate applicable on the advance payment to be paid to SUPPLIER pursuant to Annex G, such interest rate shall be calculated at a percentage equal to the interest rate applicable on the last twelve-month treasury bills to be issued by the Hellenic Republic before Contract Ratification and Effective Date, as per Article 16, plus 0,25%. The interest rate applicable on such twelve-month treasury bills before Contract Ratification and Effective Date shall remain constant until the conclusion of this Contract pursuant to Article 16.6. For the avoidance of doubt, it is expressly clarified that the principal amount, on the basis of which said interest shall apply, shall be reduced proportionately by each Object of Performance delivered and accepted based on the value of each Object of Performance delivered and accepted as per Annex G. ARTICLE 4 TERMS OF DELIVERY

The Object of Performance as defined in SSP (Annex A), SOW – TPWDS (Annex B) and SOW – ISUS (Annex C) will be delivered by SUPPLIER, according to the Project Master Schedule (PMS -Αnnex F), unless otherwise agreed between the Parties in writing.

Place of delivery is Delivery Duty Paid (DDP) at HNSC/Materials Acceptance & Transhipment Directorate at Skaramangas, Attica, Greece. Standard packaging is included.

Within thirty (30) days from the Ratification and entry into force date, as prescribed in Article 16, BUYER shall appoint the Delivery Committee tasked with accepting physical delivery the respective part of the Object(s) of Performance and shall notify SUPPLIER of the members of this Delivery Committee. Should the BUYER change the person/persons comprising the Delivery Committee, BUYER shall immediately notify SUPPLIER of such change in accordance with the provisions of Article 19.8 of this Contract.

The transfer of risk with respect to damage and loss for the Object(s) of Performance shall occur at the time of physical delivery of the respective Object(s) of Performance, as prescribed in Article 4.7 of shall occur after complete payment has been effected in favour of SUPPLIER in accordance with Article 5 of this Contract.

Delivery of the Object of Performance is subject to unconditional receipt of the respective export licence by SUPPLIER - to be granted by the competent authorities of FRG. For obtaining of an export license an appropriate EUC has to be provided by the BUYER in time and in the form presented in Annex I.

The manufacturing and the delivery of the Object of Performance is governed by the respective and relevant laws, e.g. the Foreign Trade Act (Außenwirtschaftsgesetz) as well as the Weapon Export Controls Act (Kriegswaffenkontrollgesetz) and is subject to receipt of the relevant licences by SUPPLIER to be granted by the competent German authorities. For the avoidance of doubt, It is expressly clarified that any failure to issue or any subsequent revocation of the export licence would constitute an event of Force Majeure under Article 11. SUPPLIER is not liable for any delay.

Following the physical delivery of the Object(s) of Performance under Article 4.4 of this Contract, SUPPLIER shall provide BUYER with a bill of lading showing the quantity of the respective Object(s) of Performance and the number of containers to be delivered. The Delivery Committee shall (a) inspect the packages containing respective Object(s) of Performance and (b) verify that the items listed on the relevant bill of lading match the quantity of the Object(s) of Performance scheduled for delivered under this Contract. Provided that the items listed on the relevant bill of lading match the quantity of the Object(s) of Performance to be delivered under this Contract, the Delivery Committee shall sign the respective bill of lading certifying the physical delivery of the containers delivered. For the avoidance of doubt, it is expressly clarified that BUYER’s signature on the respective bill of lading does not constitute BUYER’s acceptance that the containers delivered contain the Object(s) of Performance scheduled for delivery under this Contract. Within fifteen (15) days from physical delivery, BUYER shall, at BUYER’s responsibility, inspect the contents of any and all containers previously delivered and notify SUPPLIER in writing of the outcome of said inspections. In case of missing Object(s) of Performance or obvious damages to the containers delivered discovered following said BUYER’s inspection, BUYER shall notify SUPPLIER in writing within fifteen (15) days from the day of physical delivery. Should the BUYER fail to provide written notice of an alleged missing Object of Performance within fifteen (15) days from physical delivery, such inaction shall be deemed as irrevocable acceptance that the ARTICLE 5 TERMS OF PAYMENT

The Total Payable Contract Price under Article 3 shall be paid as prescribed in Annex G.

All payments to the BUYER or the SUPPLIER, as the case may be, shall be considered as made when money due under the relevant Article(s) or Annexes of this Contract is received in the bank account of the SUPPLIER or the BUYER, as the case may be, unconditionally and without any deduction except for those conditions and deductions which this Contract specifically provides that have to be borne by the SUPPLIER. All payments under this Contract shall be executed via a bank transfer in the following account of the SUPPLIER: Beneficiary: ATLAS ELEKTRONIK GmbH IBAN: DE71 2904 0090 0111 1210 00 BIC: COBADEFFXXX Bank: Commerzbank AG Bremen

The payments under this Article 5 are due and payable after the issuance by the SUPPLIER of the necessary documents as per Annex G in one (1) original and three (3) copies and the submission thereof to the BUYER.

In the event any payment to the SUPPLIER is delayed by more than forty-five (45) days, the Parties shall proceed as follows: 4.1. SUPPLIER shall contact the BUYER immediately with the intention to find an amicable solution. If such solution cannot be reached within ten(10) days, and if the relevant payment has still not been received, the SUPPLIER shall have the right to suspend the performance of its contractual obligations in whole or in part until such date when the payment is received by the SUPPLIER. date(s) set forth in the Annex F by one (1) day for each day of suspension. If the SUPPLIER so decides to extend the delivery date(s) and notifies the BUYER of its decision within sixty (60) days following the restart of work, then the Annex F shall be adjusted accordingly. 4.3. In the event that any amount due pursuant to this Contract is received by the SUPPLIER, in whole or in part, more than fifty five (55) days later than agreed, unless otherwise agreed between the Parties in writing, BUYER shall pay, without any other further notice, the interest rate provided in Article 345 of Greek Civil Code. ARTICLE 6 GUARANTEES - WARRANTY

All L/Gs established for the purpose of this Contract shall be unconditional (except those conditions expressly stipulated in the L/G), written in English, be of the same currency as of the Contract, and shall be issued by thyssenkrupp AG. The Parties acknowledge that thyssenkrupp AG’s creditworthiness shall be evidenced and certified by a credit score evaluation in the form hereby attached as Annex J.

Advance Payment Guarantee (“LGAP”): 2.1. As security for the Advance Payment to be made by the BUYER for the purpose of the execution of the Contract, the SUPPLIER shall deposit to the BUYER a Letter of Guarantee for Advance Payment (LGAP) in the form presented in Annex G “Form Letter of Guarantee for Advance Payment (LGAP)” for an amount of thirty (30%) percent of the Total Payable Price, i.e. 31.650.000,00 EUR. 2.2. The said LGAP shall be deposited within the period described in Annex G and become effective upon BUYER having sent to the guaranteeing thyssenkrupp AG written evidence that the SUPPLIER has effectively received the Advance Payment in accordance with the stipulations obligations (corresponding to the Advance Payment) under the Contract. 2.4. The LGAP will be reduced as described in Annex G. 2.5. The LGAP shall become null and void as stipulated in Annex G. Upon expiration, the BUYER shall return the LGAP document to the SUPPLIER within thirty (30) days. In case of delay in delivery of an Object of Performance, for which the SUPPLIER is solely or mainly (more than 50%) responsible, SUPPLIER shall be obliged to extend the LGAP accordingly. Provided that SUPPLIER is solely or mainly (more than 50%) responsible for such delay, any costs related to the extension of the LGAP shall be borne by SUPPLIER. Notwithstanding the above, in case of delay in delivery of an Object of Performance, for which the BUYER is solely or mainly (more than 50%) responsible, SUPPLIER shall be obliged to extend the LGAP for a grace period of one hundred eighty (180) days and the SUPPLIER shall pay any costs related to the extension of the LGAP for this grace period. Following the expiration of said grace period and provided that BUYER is solely or mainly (more than 50%) responsible, any costs related to the extension of the LGAP over such grace period shall be borne by BUYER. In case the Parties fail to reach an amicable solution under Article 14.2 of this Contract as to which Party is to be held responsible for the delay in the delivery of an Object of Performance and provided that the LGAP is set to expire pursuant to the provisions of Annex G, SUPPLIER shall prepay the costs related to the extension of the LGAP up until the issuance either (a) of the respective evaluation of the Classification Society under Article 7.16 of this Contract or (b) of the respective arbitral award under Article 14 of this Contract, whichever may come first. Following the issuance of either the evaluation of the Classification Society or the Arbitral Award, any and all past and/or future costs related to the extension of such LGAP shall be borne by the Party, against which the evaluation decision or the arbitral award was issued. For the avoidance of doubt, it is expressly clarified that forfeiture of said LGAP may only be requested after the exercise of BUYER’s rights under Article 10.2 of this Contract.

Good Performance Guarantee (“LGP”): 3.1. As guarantee for the due fulfillment of the SUPPLIER’s obligations under the Contract, the SUPPLIER shall deposit with the BUYER a Letter of Guarantee for Performance in the form 3.2. The said LGP shall be deposited within the period described in Annex G and become effective upon the EDC date as prescribed in Article 16.2 of this Contract. 3.3. The LGP shall be held and maintained at its respective amount, subject to conditions and obligations under the Contract. 3.4. The LGP will be reduced as described in Annex G. 3.5. The LGP shall become null and void as stipulated in Annex G. Upon expiration, the BUYER shall return the LGP document to the SUPPLIER within thirty (30) days. In case of delay in delivery of an Object of Performance, for which the SUPPLIER is solely or mainly (more than 50%) responsible, SUPPLIER shall be obliged to extend the LGAP accordingly. Provided that SUPPLIER is solely or mainly (more than 50%) responsible for such delay, any costs related to the extension of the LGP shall be borne by SUPPLIER. Notwithstanding the above, in case of delay in delivery of an Object of Performance, for which the BUYER is solely or mainly (more than 50%) responsible, SUPPLIER shall be obliged to extend the LGP for a grace period of one hundred eighty (180) days and the SUPPLIER shall pay any costs related to the extension of the LGP for this grace period. Following the expiration of said grace period and provided that BUYER is solely or mainly (more than 50%) responsible, any costs related to the extension of the LGP over such grace period shall be borne by BUYER. In case the Parties fail to reach an amicable solution under Article 14.2 of this Contract as to which Party is to be held responsible for the delay in the delivery of an Object of Performance and provided that the LGP is set to expire pursuant to the provisions of Annex G, SUPPLIER shall prepay the costs related to the extension of the LGP up until the issuance either (a) of the respective evaluation of the Classification Society under Article 7.16 of this Contract or (b) of the respective arbitral award under Article 14 of this Contract, whichever may come first. Following the issuance of either the evaluation of the Classification Society or the Arbitral Award, any and all past and/or future costs related to the extension of such LGP shall be borne by the Party, against which the evaluation decision or the arbitral award was issued. For the avoidance of doubt, it is expressly clarified that forfeiture of said LGP may only be requested after the exercise of BUYER’s rights under Article 10.2 of this Contract. described in Annex E. The SUPPLIER is liable under this warranty to correct such defects at his discretion either by replacement or repair for a period of 24 (twenty-four) months after: (a) with respect to the first batch of the Objects of Performance to be delivered as per Annex F, the successful completion of the OSAT and SAT as prescribed in Annex D . Should BUYER for whatever reason fail to organize and set up the OSAT and/or SAT procedure, as stipulated in Article 7.8 of this Contract, the warranty period shall commence after the passing of ninety (90) days beginning from the date, on which the respective OSAT and/or SAT procedure was scheduled as per Annex F. (b) with respect to the remaining Objects of Performance as per Annex G, the delivery thereof pursuant to Article 4 and 7 of this Contract.

The BUYER shall give written notice to the SUPPLIER of the defect promptly, not later than twenty one (21) days, after such defect comes to BUYER’s attention. If BUYER gives notice within such twenty one (21) day period, SUPPLIER shall be obliged to perform its warranty obligations provided that the BUYER has additionally: (a) provided the SUPPLIER with the required relevant technical information in respect of the defect of which the BUYER is aware, including but not limited to e.g. any recorded electronic data connected to the alleged defect, (b) allowed the SUPPLIER access to the concerned defective Object of Performance for the purpose of remedying the defect and (c) arranged for clearance of the personnel required to perform such warranty work in respect of the relevant security procedures, unless such clearance is not required for the rectification of the defect.

Provided that BUYER gives the written notice and the documentation and complies with its other obligations as prescribed in Article 6.5 of this Contract, SUPPLIER shall respond within ten (10) days. a delivered Object of Performance, provided that such defect is capable of being determined or observed by BUYER’s inspection, within the time frame provided in Article 6.5, such inaction shall be deemed as irrevocable acceptance of the Object of Performance, as delivered.

The warranty shall not include defects due to (a) normal wear and tear and/or corrosion not due to defective or wrong material (b) and/or defective or poor workmanship, storage, maintenance, operation or use by the BUYER, (c) and/or Force Majeure Events (d) and/or undue actions of third parties. Furthermore, the warranty shall not include the replacement of consumables for which no warranty is granted to the BUYER or which cannot be warranted in their nature.

Any warranty is subject to and applies only if that the BUYER has handled, stored, operated and maintained the Object of Performance after delivery with adequate care and in compliance with any instructions issued by the SUPPLIER and/or the SUPPLIER’s subcontractors. In case of such lack of care or failure to comply with the instructions or in case a repair, modification or alteration has been performed by other entities than the SUPPLIER or entities not approved in writing by the SUPPLIER, the warranty shall not apply.

Object(s) of Performance or parts thereof repaired or replaced and delivered by the SUPPLIER shall be subject to a warranty period equal to the unexpired part of the warranty period applicable to the defective Object(s) of Performance (as of the date on which the SUPPLIER receives BUYER’s notice of the defect). Such warranty period shall commence after the repaired or replaced Item or part thereof has been made available to and were accepted by the BUYER.

Replacement means dismounting for the purpose of return to the SUPPLIER or SUPPLIER’s subcontractor(s) for replacement/renewal followed by redelivery to and reinstallation on board by the SUPPLIER. If so agreed between BUYER and SUPPLIER, works related to the replacement may also be performed by the BUYER’s personnel. Unless otherwise authorized by the BUYER, the SUPPLIER guarantees that the parts used for the repairs shall be new, i.e. unused. They will be accompanied by certificates of conformity - good operation and will also have certificate of origin. In case that some parts are in a special closed and sealed package for their protection, the SUPPLIER must state in writing that these parts comply with the technical specifications described in Annex E. repair may also be performed by the BUYER’s personnel.

Within twenty one (21) days from inspection of the part under warranty, SUPPLIER shall inform the BUYER about the corrective actions necessary to restore the defect and shall exercise best efforts to remedy the defect as soon as possible. Unless otherwise agreed between the Parties in writing, the following procedure shall apply: (a) for the purpose of expediting the repair/replacement procedure, SUPPLIER shall provide BUYER with a list of the spare parts needed for the repair/replacement of the respective Object(s) of Performance. If such spare parts are available to BUYER, BUYER shall not unreasonably refuse and shall grant SUPPLIER’s request to make available any such parts for the purposes of this Article. (b) If the Parties make use of the spare parts available to the BUYER, SUPPLIER shall replace and deliver to BUYER the spare parts used under this Article within twelve (12) months after BUYER’s written notice under Article 6.5 or within a time frame mutually agreed by the Parties in writing. (c) Should the parts needed for the performance of the repair/replacement procedure under this Article 6.12 are not available to the BUYER, SUPPLIER shall restore/repair any defects no later than three (3) months following BUYER’s written notice informing SUPPLIER of the unavailability of said spare parts. Provided that said defect caused damage to or affected the operation of other Object(s) of Performance, the procedure described in this Article 6.12 shall also apply to such damaged or affected further Object(s) of Performance. In case of integration works conducted as per Annex C and provided that a defective Object of Performance caused damage to the physical integrity of the Weapon Control Unit (“WCU”), the procedure described in this Article 6.12 shall also apply to such damaged WCU. Any transportation costs, if necessary for the restoration of the defects under this Article 6.12, will be borne by the SUPPLIER.

Other than the express warranty stated above, there shall be no expressed or implied standards, guarantees, or warranties.

The remedies set forth in Articles 6.4 to 6.12 are the BUYER’s only remedies in respect of a remedied or repaired Object(s) of Performance and shall be in full and final settlement of all BUYER’s claims in this respect. If a defective Object(s) of Performance is not remedied or repaired within the time frame described in Article 6.12 for reasons solely or mainly (more than 50%) attributable to the SUPPLIER, SUPPLIER shall be liable for any reasonable direct costs which the BUYER paid to remedy or repair the defective Object(s) of Performance. SUPPLIER shall not be liable for any other direct, indirect unrepaired defective Object(s) of Performance, shall not exceed one hundred percent (100%) of the respective payable value(s) of the unremedied or unrepaired defective Object(s) of Performance. Payment of this amount shall be the SUPPLIER’s sole liability for defective Object(s) of Performance.

Warranty Guarantees (“LGWs”): 15.1. As security for its warranty obligations, as described in Article 6.4 to 6.14 of this Contract, the SUPPLIER shall deposit to the BUYER Letters of Guarantee for Warranty in a total amount of three percent (3%) of the Total Payable Price, i.e. 3.165.000,00 EUR, in the form presented in Annex G “Form Letter of Guarantee for Warranty (LGW)”, and issued by SUPLLIER 15.2. The LGW shall be deposited to the BUYER within the period described in Annex G and become effective at the start of the warranty period prescribed in Article 6.4 of this Contract. 15.3. The LGW will be reduced as described in Annex G. 15.4. The LGW shall become null and void upon expiry of a three (3) month grace period following the end of the twenty-four (24) month warranty period prescribed in Article 6.4. Upon expiration of this three (3) month grace period, the BUYER shall return the LGP document to the SUPPLIER within thirty (30) days. For the avoidance of doubt, it is expressly clarified that forfeiture of said LGW may only be requested after (a) the procedure prescribed in Article 6.12 of this Contract has been followed and SUPPLIER failed to restore or remedy the respective defect or (b)the exercise of BUYER’s rights under Article 10.2 of this Contract. ARTICLE 7 QUALITY CONTROL AND ACCEPTANCE

A comprehensive Quality Management System (QMS) complying with ISO 9100 is established by the SUPPLIER and certified by an accredited inspection authority. The SUPPLIER shall maintain this certificate throughout the performance of this Contract. doubt, it is expressly clarified that, pursuant to the applicable legislation of FDR, SUPPLIER, as a private entity, may not request an inspection by the German GQAR. Any such inspection must be requested by the BUYER pursuant to the applicable intragovernmental agreement(s) between the Hellenic Republic and FDR.

These inspections by GQAR shall not be performed at the costs and expenses of the SUPPLIER. All related costs are to be borne by BUYER directly.

Within thirty (30) days from the Ratification and entry into force date, as prescribed in Article 16 of this Contract, the BUYER shall appoint an Acceptance Committee, comprised of no more than five members, for the acceptance of the respective part of the Object(s) of Performance (“Acceptance Committee”) and shall notify SUPPLIER of the members of this Acceptance Committee. Should the BUYER change the person/persons comprising the Acceptance Committee, BUYER shall immediately notify SUPPLIER of such change in accordance with the provisions of Article 19.8 of this Contract.

In any case, the BUYER retains the right, through the Acceptance Committee appointed for this purpose, to visit his premises in order to be informed on the progress and development of the Contract. The travel, board and lodging expenses of the Acceptance Committee shall be borne by the SUPPLIER. It is expressly agreed that SUPPLIER shall pay such costs of up to one (1) repetition of each planned FAT.

As per Annex D and in accordance with the time schedule provided in Annex F, SUPPLIER shall provide a written notice to the BUYER containing the location and time of the respective FAT one hundred eighty (180) days before the respective FAT is to be conducted. As per Annex D and in accordance with the time schedule provided in Annex F, BUYER shall provide a written notice to the SUPPLIER containing the location and time of the respective SAT and HAT(s).

In order to obtain the representatives clearances for all the participants in the FAT, the BUYER shall be responsible to submit in accordance with the provisions of Article 19.8 of this Contract to the SUPPLIER all the necessary personal information (e.g. passport, status of clearance) of the members of Acceptance Committee, at least twenty-one (21) days before the scheduled test procedure, as well

FAT(s) procedure shall be conducted in accordance with Annexes B and D under the sole responsibility of the SUPPLIER who is required to provide the appropriate means and personnel for the execution of the FAT(s). The HAT(s) procedure shall be conducted under the sole responsibility of the SUPPLIER in accordance with Annexes C and D, the BUYER is required to provide the appropriate means and personnel for the execution of the HAT(s). SAT procedure shall be conducted in accordance with Annexes B, C and D under the sole responsibility of the BUYER who is required to provide the appropriate means and personnel for the execution of the SAT.

All Acceptance Test procedures and specifications are described in Annexes B, C and D.

Following the successful completion of the Acceptance Test(s), an Acceptance Protocol will be signed as per Annex D by the BUYER, as represented by the Acceptance Committee, certifying that the respective Object of Performance conforms to the technical specifications prescribed in this Contract. This Protocol will contain a declaration by the SUPPLIER that the respective Object of Performance is delivered free and clear of any liens, claims, mortgages or other encumbrances. At the time of Acceptance, SUPPLIER shall hand over to the Acceptance Committee the certificates prescribed in Annex D.

It expressly agreed that Minor Defects shall not hinder the acceptance of the Object of Performance but shall be rectified as to be agreed in the relevant Acceptance Protocol. In this case, the Acceptance Test shall be deemed successfully completed. However, SUPPLIER undertakes to (a) restore the Object of Performance within thirty (30) days in case of Minor Defects detected in FAT(s) and within ninety (90) days in case of Minor Defects detected in SAT and HAT(s) and (b) provide the BUYER with the necessary documentation.

The Acceptance Protocol constitutes BUYER’s acceptance that the respective Object of Performance meets the technical specifications prescribed in this Contract.

In case the BUYER’s representative is not present at the FAT(s), then the relevant FAT(s) will be conducted by the SUPPLIER and the relevant Acceptance Protocol shall be issued and signed by the Quality Control department of the SUPPLIER (or the German GQAR, if so requested by the BUYER and effect and shall be valid for all purposes hereunder.

In case the respective Object of Performance is in a special closed and sealed package for its protection, with the result being that Acceptance Committee is not to be able to fully inspect it, the SUPPLIER must commit himself in writing that respective Object of Performance complies with the technical specifications set out in this Contract.

If following an Acceptance Test, BUYER’s Acceptance Committee does not sign the relevant Acceptance Protocol by providing a reasoned refusal as well as the relevant supporting documentation justifying such refusal (Major Defect), then the Parties shall immediately meet to reach an amicable solution.

Should (a) the BUYER provide a reasoned refusal as well as the accompanying documentation and the Parties fail to find an amicable solution within forty five (45) days or (b) in case the BUYER refuses any signature on any Certificate under this Contract, without giving evidence or without providing a reasoned refusal, the SUPLIER is entitled to request an evaluation of the Classification Society , which shall act as an independent and neutral surveyor on technical aspects, and decide whether or not such refusal is in conformity with the contractual requirements. The costs for such evaluation shall be borne by the Party, against which the evaluation decision of the Classification Society was issued.

Unless otherwise agreed between the Parties in writing, in case the SUPPLIER does not meet the scheduled delivery date(s) for reasons related to BUYER’s refusal to sign the respective certificates and/or BUYER’s unfounded refusal to accept an Object of Performance, SUPPLIER, following either the issuance of the respective evaluation of the Classification Society under Article 7.16 of this Contract or the issuance of a respective arbitral award under Article 14 of this Contract, shall be entitled to postpone the affected delivery date for the caused period of delay and shall be entitled to reimbursement of any costs or damages incurred due to the refusal.

If the evaluation is in favor of the BUYER, SUPPLIER shall: (a) In case of FAT(s), repeat the FAT procedure as prescribed in Annex B. respect to the question if the refusal was in conformity with the contractual requirements. ARTICLE 8 SECURITY OF INFORMATION Regarding the security of information requirements governing the present Contract, article 35 of L. 3978/2011, as in force at the Ratification and entry into force date prescribed in Article 16 of this Contract, applies. ARTICLE 9 PENALTIES FOR LATE DELIVERIES

Notwithstanding Article 11 below or the time period necessary for the Classification Society to issue its evaluation as per Article 7 (if applicable and if in favor of SUPPLIER) or in case of delay in delivery of an Object of Performance, for which the SUPPLIER is solely or mainly (more than 50%) responsible, penalties are incurred calculated on the contractual payable price of each delayed item as follows: (a) For delays of one (1) to twenty (20) days, penalties of 0,03 for each day, i.e. a total penalty of 0,03% up to 0,6%. (b) For delays of twenty one (21) to forty (40) days, penalties of 0,04% for each day, i.e. a total penalty of 0,64% up to 1,4%. (c) For delays of forty one (41) to sixty (60) days, penalties of 0,05% for each day, i.e. a total penalty of 1,45% up to 2,4%. (d) After the lapse of sixty (60) days, penalties of 0,06% for each additional day of delay.

If the late delivery of the respective Object of Performance renders the contractual use of other Objects of Performance previously delivered impossible, the penalties shall be calculated on the contractual value of the quantity of such other Object(s) of Performance. In addition to the above Annex G) corresponding to the value of the respective Object of Performance in delay, beginning from the day following the expiry of the contractual (or, if amended, as per Article 9.4) delivery schedule up until the delivery of the delayed Object of Performance.

In any case, the total amount due for delay in delivery shall not exceed five percent (5%) of the respective value(s) of the Object(s) of Performance in delay. Subject to the application of Article 10.7(bb) of this Contract, payment of penalties as provided for in this Article 9 shall be the SUPPLIER’s sole liability for late deliveries. BUYER’s rights pursuant to article 10, if applicable, may be exercised.

In case of delayed deliveries, the Parties shall meet within five (5) working days to consult each other and try to find an appropriate remedy to the situation. In case of delays for which SUPPLIER is exclusively or mainly (more than 50%) responsible, BUYER may at BUYER’s discretion not calculate some or all of the day(s) elapsed for the purposes of calculating the penalties incurred.

Notwithstanding Article 19.2 of this Contract, in case of a delay(s) in delivery of a specific Object of Performance for which SUPPLIER is exclusively or mainly (more than 50%) responsible, BUYER may, at BUYER’s discretion, set off any penalties incurred amounting up to five (5) percent of the respective value(s) of the Object(s) of Performance in delay against future payments to SUPPLIER under Article 3 of this Contract, provided that (a) BUYER has given twenty (20) days prior written notice of its intention to set off and (b) SUPPLIER has failed to present a binding proposal to rectify the respective delay(s) within the twenty (20) days following the written notice.

Notwithstanding Article 19.2 of this Contract, If the event(s) giving rise to BUYER’s claim(s) under Article 9 is connected to or arises from a dispute relating to any procedure prescribed in Article 7 of this Contract, including but not limited to BUYER’s refusal to sign any Acceptance Protocol, and no amicable solution is reached between the Parties under the provisions of Article 14.2, BUYER may request from the Classification Society to issue its evaluation under Article 7.16 of this Contract. Provided that said evaluation is issued in favour of BUYER, BUYER may, at BUYER’s discretion, after giving twenty (20) days prior written notice of its intention to set off, set off any penalties incurred amounting up to five (5) percent of the respective value(s) of the Object(s) of Performance in delay against future payments to SUPPLIER under Article 3 of this Contract.

Each Party may terminate this Contract only pursuant to the provisions of this Article under exclusion of any other reasons.

Termination by BUYER: The BUYER is entitled to terminate this Contract in whole by notifying the SUPPLIER in writing in case any of the following events or circumstances applies: (a) If SUPPLIER dissolves or a final and irrevocable court order is made or an effective resolution passed for the dissolution of the SUPPLIER; or (b) If at any time SUPPLIER is finally and irrevocably adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed by a final and irrevocable court order or a final and irrevocable order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law; or (c) If the SUPPLIER has failed to deliver the Object of Performance -for reasons solely or mainly (more than 50%) attributable to the SUPPLIER- within three hundred sixty-five (365) days from the time frame of the respective delivery as per the Contract, provided that the BUYER has given sixty (60) days prior written notice of its intention to terminate; or (d) If the SUPPLIER has failed to cure a Material Defect, as acknowledged by SUPPLIER or as determined by the Classification Society, -for reasons solely or mainly (more than 50%) attributable to the SUPPLIER- within three hundred sixty five (365) days after receipt of the Classification Society’s evaluation, provided that the BUYER has given sixty (60) days prior written notice of its intention to terminate.

Termination by SUPPLIER: The SUPPLIER is entitled to terminate this Contract in whole by notifying the BUYER in writing in case any of the following events or circumstances applies: or (b) If the Hellenic Republic attempts to effect or effects collection or enforcement of any claim arising from or connected to this Contract by virtue of provisions in force regarding public revenue collection (including but not limited to Legislative Decree 356/1974) before the issuance of a final Arbitral Award (as per Article 14.9 of the Contract) recognizing such claim and the expiry of the sixty (60) day grace period prescribed in Article 14.7.

Termination for extended Force Majeure: Either Party shall be entitled to terminate this Contract by serving written notice to the other Party in case of delay due to Force Majeure which is subsisting for a period more than (6) six months from of its occurrence.

All payments already received by the SUPPLIER up to the time of termination for Objects of Performance delivered and accepted shall be retained by SUPPLIER and not be refunded. All payments already received by the SUPPLIER up to the time of termination for Objects of Performance delivered, but not accepted pursuant to the provisions of Article 7 of this Contract, shall be refunded by SUPPLIER, subject and upon return of such Object(s) of performance to SUPPLIER. In case a milestone as per Annex F cannot be achieved for reasons attributable solely or mainly (more than 50%) to the BUYER, the SUPPLIER shall be entitled to receive a partial payment reflecting the work actually achieved by the SUPPLIER. In this case, SUPPLIER shall deliver to BUYER the Object of Performance in an “as is” condition. In case a milestone as per Annex F cannot be achieved for reasons attributable to Force Majeure, article 11.2 of this Contract shall apply.

For the avoidance of doubt, any Object of Performance already delivered to the BUYER before the termination, if paid in full, is lawfully retained and remains in the property of the BUYER. In cases of Object(s) of Performance already delivered to the BUYER before the termination but not paid in full, BUYER shall immediately return such Object(s) of performance to SUPPLIER and SUPPLIER shall refund the respective partial payment made. Notwithstanding the above, BUYER may at BUYER’s discretion pay the remaining amount owed for delivered Object(s) of Performance. Should BUYER choose to pay the remaining amount owed, the respective Object of Performance would be lawfully retained and be transferred to the property of the BUYER. In the cases described in this Article 10.6 the application of articles 904 et seq Civil Code is explicitly excluded. SUPPLIER - or failed to cure a Material Defect -for reasons solely or mainly (more than 50%) attributable to the SUPPLIER -, BUYER shall be entitled to: (a) Request the forfeiture of L/G(s) covering the respective event justifying the termination pursuant to the provisions of Article 6. (b) In case of late deliveries, (ba) subject to the limitations prescribed in Article 9.3 and 11.6, request payment of the penalties prescribed in Article 9, provided that such penalties exceed the respective L/G(s) forfeited, and, if applicable, (bb) request compensation for any reasonable, direct and additional costs which the BUYER paid to a third supplier to procure supplies and services of comparable quality to those of the respective Object(s) of Performance delayed, provided and to the extent that any such costs exceed the amount of penalties already incurred under Article 9 of this Contract. The sum(s) to be paid by SUPPLIER as per Article 10.7(ba) and Article 10.7(bb) shall cumulatively not exceed ten (10) percent of the respective value(s) of the Object(s) of Performance in delay and shall constitute SUPPLIERS’ sole liability in case of BUYER’s termination under Article 10.2(c) of this Contract. (c) In case of defective Object(s) of Performance, subject to the limitations prescribed in Article 6.14 and 11.6, request payment of the costs prescribed in Article 6.14, provided that such costs exceed the respective L/G(s) forfeited. (d) impose on SUPPLIER a three-year ban from participation in any defence procurement tenders. (e) if applicable, request payment of: (ea) any residual advance payment (as provided pursuant to Annex G) and (eb), beginning from the day of termination up until the repayment of any residual advance payment, the default interest rate provided in Article 345 of Greek Civil Code such interest rate, subject to the limitations prescribed in Article 9.3 and 11.6, to be before termination.

If: (a) BUYER terminates the Contract pursuant to Article 10.2, and (b) BUYER exercised BUYER’s right to request the forfeiture of the L/G(s) covering the respective event justifying the termination pursuant to the provisions of Article 6 and (c) following said termination the SUPPLIER had satisfied all BUYER’s claims pursuant to Article 10.7, BUYER shall return the L/G(s) document forfeited to the SUPPLIER within thirty (30) days, such deadline beginning from the day on which BUYER’s claims under Article 10.7 were satisfied. BUYER shall return to SUPPLIER any L/G(s) not covering the event that gave rise to BUYER’s termination within thirty (30) days, such deadline beginning from the day on which SUPPLIER was given notice of BUYER’s termination in accordance with Article 19.8. ARTICLE 11 FORCE MAJEURE – EXCLUSION FROM LIABILITY – LIMITATION OF LIABILITY

The BUYER may not request penalties for late delivery and/or request the forfeiture of L/Gs provided under Article 6 and/or any monetary claim, including compensation for any defective Object of Performance if: (a) the Object of Performance was not delivered or replaced or repaired for reasons attributable solely or mainly (more than 50%) to the BUYER ; or (b) an event of Force Majeure has occurred.

Force Majeure may include, without being limited to, the following events: war and war-like events, whether declared or undeclared, riots and rebellions, natural disasters, state and government acts, national strikes and embargo, refusal, rejection or withdrawal or suspension of export licenses. Additionally, any worsening of the Covid-19 pandemic or a pandemic situation, whether foreseeable or not, or any other equivalent and which materially influences the supply chain of the SUPPLIER is considered as event of Force Majeure. All of the above events relieve the SUPPLIER from any liability for late delivery or non-execution, in whole or in part, of his obligations, to the extent that they are affected, directly or indirectly. The Parties shall negotiate in good faith, a fair modification of the contractual schedule. documentation. If the events are long lasting, the SUPPLIER must report within the same deadline their start and their ending.

The SUPPLIER is liable towards the BUYER and will indemnify BUYER for any claims raised against BUYER on the basis of damages caused to third parties due to a defective Object of Performance, provided that said damage was caused exclusively or mainly (more than 50%) by to such defective Object of Performance. This liability is valid only during the warranty period of the respective Object of Performance.

SUPPLIER is not liable towards BUYER on the basis of damages caused to third parties by or connected to an Object of Performance, if the requirements prescribed in Article 6.4 to Article 6.13 of this Contract are not met.

SUPPLIER’s aggregate liability under, arising from and in connection with this Contract shall be limited to an amount equal to one hundred (100%) of the Total Payable Price provided in Article 3.2. In no case shall SUPPLIER be liable for any consequential, direct, indirect or non-pecuniary/moral damages exceeding the aforementioned maximum aggregate liability. Payment of the abovementioned sums provided in Article 9 and, if applicable, in Article 10.7(bb)- and monetary compensation for any defective Object of Performance not properly repaired or replaced -as provided in Article 6.14- shall be SUPPLIERS’ sole liability.

Any Party seeking indemnification under Articles 11.4 – 11.6 with respect to any loss or damage caused to a third party on the basis of damages allegedly incurred by or due to a defective Object of Performance shall give notice and request indemnification to the other Party within thirty (30) days beginning from the service or knowledge of any claim, demand, lawsuit, allegation, proceeding or liability asserted or filed by any third party. Failure to provide said notice and request for indemnification shall be deemed as an irrevocable waiver of any and all indemnification rights under Articles 11.4 – 11.6 and shall release the Party, on which indemnification would otherwise apply, from any and all obligations to indemnify the other Party in relation to said third-party damages. allegedly incurred by or due to a defective Object of Performance with counsel of its own choice. In addition, BUYER shall, to the extent in the possession of the BUYER, exercise best efforts to make available to SUPPLIER and its attorneys, accountants and other representatives all books, records and other information relating to such claim, demand, lawsuit, allegation, proceeding or liability and shall co-operate with the SUPPLIER and shall render as much assistance as they may reasonably request to ensure a proper and adequate defense. BUYER shall not consent to the entry of a judgment or enter into any settlement of any such claim, demand, lawsuit, allegation, proceeding or liability asserted by any third party against BUYER, without first consulting in good faith with SUPPLIER pursuant to the provisions of Article 14.2 of this Contract and without first exercising best efforts to ensure that the outcome of the settlement with the third-party was in full and proper application of the relevant laws and procedures and that no better result was to be achieved by way of continued litigation. The failure of the BUYER to satisfy the provisions of this Article 11.8 due to willful misconduct or gross negligence shall release SUPPLIER of any and all obligations to indemnify BUYER. ARTICLE 12 INDUSTRIAL PROPERTY RIGHTS / LICENCES

The SUPPLIER retains all industrial property, know-how and other rights of the same nature relating to the Object(s) of Performance, including but not limited to the Torpedoes, the logistic documentation and any and all further and other information in any form or medium under this Contract. In this Contract, all the above shall be known as “Proprietary Information”.

The BUYER shall use their respective relevant regulations for protection of Proprietary Information to protect the Proprietary Information. ARTICLE 13 ASSIGNMENT OF RIGHTS AND OBLIGATIONS

Unless otherwise agreed between the Parties in writing and except as otherwise provided in Article 13.2, neither Party shall assign or transfer its part of this Contract or any part, share, right or obligation therein, to any third party. 13 para 2(a) of this Contract, the provisions of article 106 para. 2, subparagraph 2 of L. 3978/2011, as in force at the Ratification and entry into force date prescribed in Article 16 of this Contract, apply. (b) to one or more recognised banks (foreign or domestic) for the purpose of financing this Contract. ARTICLE 14 RESOLUTION OF DISPUTES - JURISDICTION – APPLICABLE LAW

It is the intention of the Parties to resolve all grievances and disputes under this Contract in an amicable manner by conference and negotiation.

A Party claiming a grievance under this Contract shall notify the other Party in writing setting forth the details of the grievance(s) and both Parties shall within ten (10) working days thereafter convene a settlement conference at a site selected by the Party against whom the grievance claim is made and shall in good faith attempt to resolve the matter. If the Parties are unable to resolve the grievance at such settlement conference within seven (7) working days, or such additional time as mutually agreed upon, then the Party claiming the grievance may initiate arbitration proceedings in accordance with the procedures defined below. Should the Parties reach an amicable solution under this Article 14.2, the content of such agreement shall be recorded in joint minutes to be signed by both Parties. If an agreement to resolve a dispute is reached, this agreement, as a condition for its validity, must be ratified on the side of BUYER by a decision of the Minister for Defence to be issued within thirty (30) days beginning from the date on which said joint minutes were signed.

Any dispute or difference arising from or in connection with this Contract, which is not first amicably resolved, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC). The board of arbitration shall be composed of three arbitrators, one to be appointed by the BUYER, one to be appointed by the SUPPLIER, and a third one to be appointed by the two Parties jointly, or in case no agreement between them would be reached upon this nomination within sixty (60) days after the appointment of the two arbitrators, the third arbitrator will be appointed in

The Party requesting arbitration shall notify the other Party of his intention by registered letter with indication of his claims and the name and address of his arbitrator. If the other Party has not appointed and forwarded the name and address of his arbitrator to the first mentioned Party within thirty (30) days of receipt of the notice, the Party requesting arbitration shall repeat said notification to the other Party. If the other Party has not appointed and forwarded the name and address of his arbitrator to the first mentioned Party within fifteen (15) days of receipt of this second notice, such arbitrator shall be appointed by the International Court of Arbitration of the ICC. The same procedure shall apply when an arbitrator fails, without excuse acceptable to the other arbitrators, to attend two successive meetings.

Each Party shall replace within thirty (30) days the arbitrator appointed by him or on his behalf in case of death or resignation.

It is furthermore understood that both Parties irrevocably agree to apply the ICC Rules of Arbitration in the version effective at the EDC date and to choose Athens, Greece as the seat of the board of arbitration.

The applicable law on the Contract is the substantive law of the Hellenic Republic. It is expressly clarified that the collection or enforcement of any claim arising from or connected to this Contract by virtue of provisions in force regarding public revenue collection (including but not limited to Legislative Decree 356/1974) is applicable only in case of claims recognized by a final Arbitral Award (as per Article 14.9 of the Contract) issued in favour of the BUYER, provided that SUPPLIER would be unwilling to comply with the obligations recognized within sixty (60) days upon official service of said Award.

The board of arbitration shall make its decision by a vote of majority. Each Party shall bear the expenses and fees of the arbitrator appointed by each Party and the board of arbitration shall determine the division of the remaining costs between the two Parties.

The cost of the arbitration proceedings shall be borne by the losing Party. If neither Party is 100% at fault, the cost of the arbitration proceedings shall be allocated to the Parties according to the percentage of fault. The decision of said court shall be final and binding, subject only to the grounds 34 para 3 of L. 2735/1999.It is expressly clarified that the three-month deadline as well as the filing of a petition of annulment (provided such petition is restricted to the abovementioned grounds for annulment) suspend the enforcement of the arbitral award until the issuance of the respective decision of the competent court .

Each Party confirms that it has obtained all necessary approvals of its respective country which are required for the validity and enforceability under this Article 14, in order to allow either Party to participate in arbitration proceedings and to comply with arbitral awards in accordance with this Article 14.

This agreement to arbitrate constitutes a waiver of any right to sovereign immunity from jurisdiction or execution to which a Party might otherwise be entitled with respect to arbitration proceedings or with respect to the enforcement of any awards rendered by an arbitral tribunal constituted pursuant to this Contract. ARTICLE 15 AMENDMENT OF THE CONTRACT

Unless otherwise explicitly provided in this Contract, any material amendment, supplementation or suspension of this Contract, including this provision, shall be valid only if agreed in writing.

Material amendments shall require the prior issuance of a legal opinion by the Legal Council of the State of the Hellenic Republic, which shall review the legality of such amendment and the justification provided for its necessity. In principle, an amendment of a clause is to be classified as material, (a) if it does not fall under the scope of Article 15.3 of this Contract or (b) if the amendment thereof may jeopardize the interests of the Hellenic Republic.

The Parties expressly agree that the following clauses are not material and may be amended without the prior issuance of a legal opinion by the Legal Council of the State of the Hellenic Republic: (a) Amendments related to contractual deadlines. ARTICLE 16 RATIFICATION AND EFFECTIVE DATE

The present Contract shall become effective as follows: (a) The final and initialed draft of the present Contract shall be ratified by the Greek Parliament by means of a relevant legislation (hereinafter the “Ratification”). For the avoidance of doubt, it is expressly agreed that this final draft is subject to the suspending condition (in the meaning of article 201 Greek Civil Code) of being ratified by the Greek Parliament and the respective ratifying Law being put into final and irrevocable effect as per the provisions thereof; (b) The initialed and ratified draft of the present Contract shall be executed by the authorized representatives of the Parties on a date to be mutually agreed by the Parties in writing , however no later than 31.03.2022 (hereinafter the "Execution").

Following Ratification and Execution, this Contract shall enter into force on the following day after all of the following cumulative conditions are met (EDC): (a) Regarding the L/Gs prescribed in Article 6 of this Contract, the submission by the SUPPLIER of a credit score evaluation to be issued by the credit rating agency³Dun & Bradstreet “, in the form presented in Annex J and (b) The submission by the SUPPLIER of the relevant L/G’s as prescribed in Article 6 of this Contract. (c) The payment of the advance payment with direct bank transfer by BUYER, in accordance to Article 5 of this Contract. (d) The issuance of the relevant manufacturing and export licences to be granted by the competent German authorities. to the Contract.

The competent bodies are authorized for taking the necessary actions and the issue of special orders for the smooth implementation of this Contract.

The BUYER is responsible for the timely acquisition and maintenance of any required state license, including but not limited to, the End User Certificate and the import license, and he shall provide these documents to the SUPPLIER following his request. The Parties shall provide to each other every support that may become necessary and is reasonable to be provided for the issuing of the necessary authorizations and import/export licenses.

The present Contract shall be deemed to have been executed and settled when the following conditions have been fulfilled cumulatively: (a) All Objects of Performance have been delivered. (b) The Objects of Performance were finally accepted pursuant to Article 7 of this Contract. (c) The contract price was paid in full. ARTICLE 17 CONFIDENTIALITY Subject to contractually acquired rights, neither Party shall disclose information given by the other Party, which one Party classified as confidential. Such information includes, indicatively technical or trade secrets and the confidential aspects of SUPPLIER, as prescribed in Article 12 of this Contract. ARTICLE 18 ADDITIONAL OBJECTS OF PERFORMANCE

In addition to the Objects of Performance, SUPPLIER offers to supply BUYER with the Additional Objects of Performance listed in Annex K (hereinafter: “the Offer”). BUYER may, at BUYER’s discretion, Contract. In case SUPPLIER receives BUYER’s said written notice within said five-year period, the following provisions of this Article 18 shall apply:

The price payable for the Additional Objects of Performance is specified in Annex K.

Unless otherwise agreed upon in writing by the Parties, the terms and conditions of this Contract shall also govern the procurement of the Additional Object(s) of Performance. Within ninety (90) days after SUPPLIER has received BUYER’s written notice according to Article 18.1, the Parties shall in good faith negotiate and specify the delivery and payment schedule applicable to the Additional Objects of Performance. The content of such agreement shall be recorded in an amendment to this Contract to be signed by both Parties and the procedure of Article 15.2 shall apply. ARTICLE 19 FINAL CLAUSES

The warranties, obligations and liabilities expressly mentioned under this Contract including the Annexes are exclusive and shall constitute the sole obligation of BUYER and SUPPLIER under this Contract. In no case shall BUYER and the SUPPLIER have any obligation to perform other than those obligations specifically and expressly provided for in this Contract and the Annexes.

Unless otherwise provided in this Contract or unless otherwise expressly agreed upon between the Parties in writing, all payments to the SUPPLIER under this Contract shall be paid by the BUYER to the SUPPLIER in full without any deduction or withholding, and the BUYER shall not be entitled to set-off or to counterclaim any claim against the SUPPLIER in relation to the payment of the whole or part of any such amount, unless such claim or counterclaim (a) was accepted by SUPPLIER pursuant to Article 14.2 of this Contract or (b) was recognized by a final Arbitral Award issued in favour of the BUYER in a dispute arising from or connected to this Contract, provided that SUPPLIER was unwilling to comply with the obligations recognized within sixty (60) days upon official service of said Award.

The terms and conditions of this Contract including the Annexes constitute the entire agreement between SUPPLIER and the BUYER. They supersede any and all previous communications or commitments, whether oral or written, between the Parties. other and try to find an appropriate remedy to the situation and reach agreement thereon as soon as possible, which shall as closely as possible reflect the intent of the original provision.

The following provisions of this Contract shall survive the termination, for whatever reason, or the completion of this Contract: Articles 3.3 to 3.7, 6.14, 7.17, 7.19, 9.3, 11.4 – 11.8, 12.1, 12.2, 14, 17, 19.2, 19.8, and 19.9.

BUYER shall appoint a duly authorized representative to monitor on BUYER’s behalf the execution of the Contract. This duly authorized representative will: (a) supervise and take all necessary measures to ensure the proper performance of this Contract. (b) supply and receive technical or other data by the SUPPLIER relating to this Contract. (c) submit requests to HMoD//GDDIA relating to the approval of signatures on certificates, reports or other documents as stipulated in the Contract. (d) handle any other issue which may arise in the course of the execution of this Contract. (e) brief and inform HMoD//GDDIA regarding the execution of this Contract.

SUPPLIER shall appoint a project manager, who will act as SUPPLIER’s representative in all issues connected with this Contract. SUPPLIER shall notify BUYER in writing within seven (7) from EDC of the identity of said project manager.

Notices: 8.1. Within fourteen (14) days from EDC, each Party shall notify the other Party in writing of the addresses, to which any correspondence or notices related or connected to this Contract shall be sent. and all deadlines provided in Articles 6, 7.15 - 7.19, 9, 10, 11, 12.7, 14 and 18 shall commence on the next day following the day of actual receipt of the relevant notice. However, any messages or correspondence pertaining exclusively to day-by-day project communications between the Parties may alsobe sent by e-mail or other electronic format. 8.3. All correspondence, reports, data, notices, or communications passing between the Parties pertaining to the Contract shall be in the English language. 8.4. In the event that the SUPPLIER or the BUYER should change their address they shall immediately notify the other party.

It is expressly understood that: (a) This Contract has been drawn in the Greek and English language. In case of any discrepancy between the Contracts, the Contract in the Greek language shall prevail. (b) The text of this Contract prevails over Annexes. (c) Annexes prevail over any other text or document on which they are based (e.g. offers, etc.), except for obvious errors or omissions in general. (d) The provisions of this Contract prevail over any other general or specific provisions of Greek Law. The Greek Civil Code shall apply in a supplementary manner to matters not regulated by this Contract.

This Contract was duly signed by the SUPPLIER’s duly authorized representatives and the BUYER’s duly authorized representatives in two copies, one for the BUYER and one for the SUPPLIER. THE CONTRACTING PARTIES FOR THE SUPPLIER FOR THE BUYER B SOW – SCOPE OF WORK for Torpedoes, Workshop Equipment, Deliverables, Services C SOW – SCOPE OF WORK for ISUS D VDP – VALIDATION PLAN (including templates for FAT, HAT, SAT) E CSS – CONTRACT SYSTEM SPECIFICATION F PMS – PROJECT MASTER SCHEDULE G PP – PAYMENT PLAN AND PAYMENT SUPPORTING DOCUMENTS H ,&')$&,/,7<5(48,5(0(17'2&80(17IRUWKH:RUNVKRS(TXLSPHQW , (8&±(1'86(&(57,),&$7(7HPSODWH - &5(',76&25((9$/8$7,217HPSODWH . $'',7,21$/2%-(&762)3(5)250$1&( του υπηρεσιακού απορρήτου. Άρθρο έκτο

Το πρωτότυπο κείμενο του εγκεκριμένου σχεδίου σύμβασης του άρθρου πέμπτου, φυλάσσεται στη Γενική Διεύθυνση Αμυντικών Εξοπλισμών και Επενδύσεων του Υπουργείου Εθνικής Άμυνας.

Παρέχεται στον Γενικό Διευθυντή της Γενικής Διεύθυνσης Αμυντικών Εξοπλισμών και Επενδύσεων του Υπουργείου Εθνικής Άμυνας, η εξουσιοδότηση να υπογράψει ως εκπρόσωπος του Υπουργείου την εγκεκριμένη σύμβαση του άρθρου πέμπτου, καθώς και κάθε σύμβαση με την οποία τροποποιείται αυτή, εφόσον ληφθεί αρμοδίως σχετική απόφαση.

Η ισχύς της εγκεκριμένης σύμβασης του άρθρου πέμπτου αρχίζει την επόμενη ημέρα μετά την Ημερομηνία Ενεργοποίησης, σύμφωνα με τους όρους και τις προϋποθέσεις που ειδικότερα καθορίζονται σε αυτήν.

Οι ρυθμίσεις του παρόντος και της εγκεκριμένης σύμβασης του άρθρου πέμπτου υπερισχύουν κάθε άλλης γενικής ή ειδικής διάταξης. Για ό,τι δεν ρυθμίζεται ειδικά στην εν λόγω σύμβαση, εφαρμόζεται συμπληρωματικά ο Αστικός Κώδικας.