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Purchase Contract
(hereafter the “Contract”)
1. CONTRACTUAL PARTIES
1.1 Fyzikální ústav AV ČR, v. v. i.,
with seat: Na Slovance 1999/2, 182 00 Praha 8,
represented by: RNDr. Michael Prouza, Ph.D., Director,
Registered in the Register of public research institutions of the Ministry of Education, Youth and Sports
of the Czech Republic.
Bank: ; SWIFT (BIC):
Account No. IBAN:
ID No.: 68378271
Tax ID No.: CZ68378271
(hereinafter the “Buyer”)
and
1.2 CHROMSPEC spol. s r.o.,
with seat: Jindřicha Plachty 28, 150 00 Praha 5,
represented by: Ing. Zdeněk Moravec, jednatel,
registered in OR vedeném Městským soudem v Praze, oddíl C, vložka 5418,
Bank:
Account No.:
ID No.: 44794053
Tax ID No.: CZ44794053
(hereinafter the “Seller”),
(the Buyer and the Seller are hereinafter jointly referred to as the “Parties” and each of them
individually as a “Party”).
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182 00 Prague 8 Email: info@fzu.cz
of the Czech Academy Czech Republic Web: www.fzu.cz
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2. FUNDAMENTAL PROVISIONS
2.1 The Buyer is a Partner with a financial contribution in the project "Ferroic Multifunctionalities"
(FerrMion) under the Operational Programme Jan Amos Komenský within the framework of EU funds,
project registration number CZ.02.01.01/00/22_008/0004591 (hereinafter referred to as the
“Project”). The subject of performance under this Contract is intended for the Project and mainly
financed from the support provided for its implementation.
2.2 The Seller was selected as the winner of a public procurement procedure announced by the Buyer for
the public contract called “Detector for back-scatter Laue method” (hereinafter the “Procurement
Procedure”).
2.3 The documentation necessary for the execution of the subject of performance hereof consist of
2.3.1 Technical specifications of the subject of performance hereof attached as Annex No. 1 hereto.
2.3.2 The Seller´s bid submitted within the Procurement Procedure in its parts which describe the
subject of performance in technical detail (hereinafter the “Sellers’s Bid”); the Sellers´s Bid
forms Annex No. 2 to this Contract and is an integral part hereof.
In the event of a conflict between the Contract’s Annexes the technical specification / requirement
of the higher level / quality shall prevail.
2.4 The Seller acknowledges that it is essential for the Buyer that the Seller produces, delivers and
handovers the subject of performance within the specified time and in the specified quality as stated
in Annexes No. 1 and 2 of this Contract (including invoicing). If the Seller fails to comply with the
contractual requirements, the Buyer may incur damages.
3. SUBJECT-MATTER OF THE CONTRACT
3.1 The subject of this Contract is the obligation on the part of the Seller to deliver and transfer into the
Buyer’s ownership the Detector for back-scatter Laue method specified in detail in Annexes No. 1 and
No. 2 hereto (hereafter the “Equipment”) and the Buyer undertakes to take delivery of the Equipment
and to pay to the Seller the purchase price as defined below.
3.2 The following activities form an integral part of the performance to be provided by the Seller:
3.2.1 Transport of the Equipment incl. all accessories specified in Annexes 1 and 2 of the Contract
to the site, un-packaging and control thereof (unless the Seller specifies that un-packaging
and assembly can be done by the Buyer without loss of guarantee);
3.2.2 Verification of the functionality of the Equipment and compliance with technical parameters
according to Annexes No. 1 and 2 (unless the Seller acknowledges that verification solely by
the Buyer is valid);
3.2.3 Delivery of instructions and operating and repair manuals to the Equipment in Czech or
English language to the Buyer, in electronic (MS Office or PDF format) or hardcopy (printed)
versions;
3.2.4 Free-of-charge warranty service including service inspections, if such inspections are
necessary;
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3.2.5 Free-of-charge provision of technical support in the form of consultations (at least telephone
and email support in Czech or English on working days) during the warranty period.
3.3 The Seller shall be liable for the Equipment and related services to be in full compliance with this
Contract, its Annexes, the submitted bid and all valid legal regulation, technical and quality standards
and that the Buyer will be able to use the Equipment for the defined purpose. In case of any conflict
between applicable standards it is understood that the stricter standard or its part shall always apply.
3.4 The delivered Equipment and all its parts and accessories must be brand new and unused.
4. PERFORMANCE PERIOD
4.1 The Seller undertakes to deliver and handover the Equipment to the Buyer within to 122 days of the
conclusion of this Contract.
4.2 The Seller is obliged to notify the Buyer of the date of delivery of the Equipment at least 10 working
days in advance.
5. PURCHASE PRICE, INVOICING, PAYMENTS
5.1 The purchase price is based on the Seller’s submitted bid and amounts to 749 000,00 CZK (in words:
sevenhundredandfortyninethousandCZK ) excluding VAT (hereinafter the “Price”).
5.2 VAT shall be paid by the Buyer and settled in accordance with the valid Czech regulation.
5.3 The Price represents the maximum binding offer by the Seller and includes any and all performance
provided by the Seller in connection with meeting the Buyer’s requirements for the proper and
complete delivery of the Equipment hereunder, as well as all costs that the Seller may incur in
connection with the delivery and handover, and including all other costs of expenses that may arise in
connection with creation of an intellectual property and its protection.
5.4 The Parties agreed that the Price shall be invoiced as follows:
5.4.1 After the conclusion of this Contract, the Seller is entitled to issue an advance invoice in the
amount of a maximum of 80 % of the Price.
5.4.2 The Seller is entitled to invoice the rest of the Price after the handover protocol in accordance
with Section 8.2 will have been signed. In case the Equipment will be delivered with minor
defects and / or unfinished work, the Price shall be invoiced after removal of these minor
defects and / or unfinished work.
5.5 The invoice issued by the Seller as a tax document must contain all information required by the
applicable laws of the Czech Republic (esp. all requirements by the Act No. 235/2004 Coll., on value
added tax, as amended) and, in addition, they must contain registration number of this Contract and
state that the Equipment is supplied for the purposes of the Project with its registration number.
5.6 The Buyer prefers electronic invoicing, with the invoices being delivered to efaktury@fzu.cz. All issued
invoices shall comply with any international double taxation agreements, if applicable.
5.7 Invoices shall be payable within thirty (30) days of the date of their delivery to the above address.
Payment of the invoiced amount means the date of its remittance to the Seller’s account.
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5.8 If an invoice is not issued in conformity with the payment terms stipulated by the Contract or if it does
not comply with the requirements stipulated by law, the Buyer shall be entitled to return the invoice
to the Seller as incomplete, or incorrectly issued, for correction or issue of a new invoice, as
appropriate, within five (5) business days of the date of its delivery to the Buyer. In such a case, the
Buyer shall not be in delay with the payment of the Price or part thereof and the Seller shall issue a
corrected invoice with a new and identical maturity period commencing on the date of delivery of the
corrected or newly issued invoice to the Buyer.
5.9 The Buyer shall be entitled to unilaterally set off any of his payments against any receivables claimed
by the Seller due to:
5.9.1 damages caused by the Seller,
5.9.2 contractual penalties.
5.10 The Seller shall not be entitled to set off any of his receivables against any part of the Buyer’s receivable
hereunder.
6. OWNERSHIP TITLE
6.1 The ownership right to the Equipment and at the same time the associated risk of damage shall pass
to the Buyers upon proper handover and acceptance of the Equipment according to Section 8.2 by
drawing up the Handover Protocol and their signature by an authorized representative of the Buyer.
7. PLACE OF DELIVERY OF THE EQUIPMENT
7.1 The place of delivery and handover of the Equipment shall be the Fyzikální ústav AV ČR, v. v. i. (Institute
of Physics of the Czech Academy of Sciences), at Na Slovance 1999/2, 182 00 Praha 8, Czech Republic
(hereinafter the “Place of performance”).
8. DELIVERY, INSTALLATION, HANDOVER AND ACCEPTANCE
8.1 The Seller shall transport the Equipment at his own cost to the Place of performance. If the shipment
is intact, the Buyer shall issue delivery note for the Seller.
8.2 The handover procedure shall be completed by handover of the Equipment confirmed by the Handover
Protocol. The Handover Protocol shall contain the following mandatory information:
8.2.1 Information about the Seller, the Buyer and any subcontractors,
8.2.2 Description of the Equipment including description of all components and their serial /
production numbers,
8.2.3 Description of executed tests and compliance with technical parameters according to
Annexes No. 1 and 2,
8.2.4 List of technical documentation including the manuals,
8.2.5 Buyer`s possible objections to minor defects of the Equipment including the manner of and
deadline for their removal and
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8.2.6 Signatures of authorized representatives of the Buyer and the Seller, with the date indicated.
8.3 Handover of the Equipment does not release the Seller from liability for damage caused by its defects.
8.4 The Buyer shall not be obliged to accept the Equipment which is defective (even if such defects - on
their own or in connection with other defects – do not constitute an obstacle to the use of the
Equipment). In such a case, the Buyer shall issue a report containing the reason for their refusal to
accept the Equipment. If the Equipment or its part upon handover does not meet the parameters
defined in Annexes No. 1 and 2 to this Contract, such non-compliance is considered a defect of the
Equipment.
8.5 Should the Buyer not exercise his right not to accept the Equipment with a defect, the Seller and the
Buyer shall list all defects detected in the relevant Handover Protocol, including the manner of and
deadline for their removal. Should the Parties not be able to agree in the Handover Protocol on the
deadline for removal of the defects, it shall be understood that all above shall be removed / rectified
within 14 days of handover.
9. REPRESENTATIVES, NOTICES:
9.1 The Seller authorized the following representatives to communicate with the Buyer in all matters
relating to the Equipment delivery, installation and handover:
e-mail:
tel.
The Buyer authorized the following representatives to communicate with the Seller in all matters
relating to the Equipment delivery, installation and handover:
e-mail:
tel. +420
9.2 The representatives according to Sections 9.1 and 0 0 can be changed by a unilateral written declaration
of the Buyer / Seller delivered to the Seller / Buyer
9.3 All notifications to be made between the Parties hereunder must be made out in writing and delivered
to the other Party by hand (with confirmed receipt) or by registered post (to the Buyer’s or Seller’s
address), or in some other form of registered post or electronic delivery incorporating electronic
signature (qualified certificate) to epodatelna@fzu.cz in case of the Buyer and to info@chromspec.cz
in case of the Seller.
9.4 In all technical and expert matters (discussions on the Equipment testing, notification of the need to
provide warranty or post-warranty service, technical assistance etc.), electronic communication
between technical representatives of the Parties will be acceptable using e-mail addresses specified in
Sections 9.1 and 0.
10. TERMINATION
10.1 The Buyer is entitled to withdraw from the Contract without any penalty from the Seller in any of the
following events:
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10.1.1 The Seller is in delay with the delivery of the Equipment longer than 4 weeks after the date
pursuant to Section 4.1 hereof.
10.1.2 The Seller is more than 4 weeks in delay with the removal of Equipment defects listed in the
list of detected defects of the Handover Protocol according to Section 8.5.
10.1.3 The technical parameters or other conditions set out in the technical specifications defined
in Annexes No. 1 and 2 to this Contract and in the relevant applicable technical standards will
not be met by the Equipment at handover.
10.2 The Seller is entitled to withdraw from the Contract in the event of the Buyer being in default with the
payment for more than 2 months with the exception of the cases when the Buyer refused invoice due
to defect on the delivered Equipment or due to breach of the Contract by the Seller.
10.3 Withdrawal from the Contract shall be effective on the date the notice of withdrawal is delivered to
the Seller / Buyer. In the event of withdrawal, the performances received under this Contract prior to
withdrawal shall be duly returned within 30 days from the date of sending the notice of withdrawal by
the withdrawing Contracting Party, unless the withdrawing Contracting Party sets a longer period.
10.4 In the event of early termination of the Contract, the Seller shall ensure the removal of the Equipment
or its part from the Place of performance within 30 days from the date on which withdrawal from the
Contract became effective. The Buyer will provide the Seller with the necessary cooperation similar to
the cooperation during the installation of the Equipment. The cost of removal shall be paid by the Party
which caused the early termination of the Contract by breaching it.
11. INSURANCE
11.1 The Seller undertakes to insure the Equipment against all risks, in the amount of the Price for the entire
period from the commencement of the transportation of the Equipment until duly handed over to the
Buyer. In the event of a breach of this obligation, the Seller shall be liable to the Buyer for damages
incurred in connection therewith.
11.2 The Seller is liable for the damage that he has caused. The Seller is also liable for damage caused by
third parties which have undertaken to carry out performance or part thereof under this Contract.
12. WARRANTY TERMS
12.1 The Seller shall provide warranty for the quality of the Equipment for a period of 24 months.
12.2 The warranty term shall commence on the day following the date of signing of the Handover Protocol
pursuant to Section 8.2 hereof.
12.3 Should the Buyer discover a defect, he shall notify the Seller to rectify such defect using the email
address servis@chromspec.cz.
12.4 The Seller shall be obliged to
12.4.1 within 48 hours of sending the request according to paragraph 12.3, propose a way to
eliminate the defect,
12.4.2 within 5 working days of sending the request according to paragraph 12.3, to initiate warranty
repair, if necessary,
12.4.3 remove the defect within 30 days of sending the request according to paragraph 12.3.
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12.5 In case of unusual defects the Seller shall be obliged to remove the defect within a special period agreed
upon by the Parties and corresponding to the nature of the defect.
12.6 During the warranty period, any and all costs associated with defect removal / repair including
transport and travel expenses of the Seller shall be always borne by the Seller.
12.7 The repaired Equipment shall be handed over by the Seller to the Buyer on the basis of a protocol
confirming removal of the defect (hereinafter the “Repair Protocol”). If the part of the Equipment is
duly repaired and defect-free, the Buyer will confirm the Repair Protocol.
12.8 The repaired portion of the Equipment shall be subject to a new warranty term in accordance with
Section 12.1, which commences to run on the day following the date when the Repair Protocol was
executed.
13. CONTRACTUAL PENALTIES
13.1 The Buyer shall be entitled to claim a contractual penalty against the Seller in the amount of 0,1 % of
the Price for each commenced day of delay with the delivery pursuant to Section 4.1 hereof.
13.2 The Buyer shall be entitled to a contractual penalty in the amount of 0.1 % of the Price for each
commenced day of delay with the performance pursuant to Section 12.4 hereof and with the
removal of defects claimed within the warranty period pursuant to Section 12.5 hereof.
13.3 In case of default in payment of any due receivables (monetary debt) under the Contract, the defaulting
Buyer or Seller (the debtor) shall be obliged to pay a contractual penalty in the amount of 0.1 % of the
owed amount for each commenced day of delay with the payment.
13.4 Contractual penalties are payable within 30 days of receipt of the demand for payment.
13.5 Payment of the contractual penalty shall be without prejudice to the rights of the Parties to claim
compensation for damages incurred.
13.6 Payment of any contractual penalty cannot be demanded if the breach of the contractual obligation is
caused by force majeure.
14. DISPUTES
14.1 Any and all disputes arising from or relating to this Contract shall be settled by the Parties by mutual
negotiations. In the event that any dispute cannot be resolved by negotiations within sixty (60) days,
the dispute shall be resolved by a competent court in the Czech Republic upon a legal action brought
by either Party; the competent court shall be determined by the location of the registered office of the
Buyer. Disputes shall be settled exclusively under the law of the Czech Republic.
15. FINAL PROVISIONS
15.1 This Contract constitutes the entire agreement between the Parties. The relationships between the
Parties not regulated by this Contract shall be governed by Czech law, in particular by the Act No.
89/2012 Coll., the Civil Code, as amended (hereinafter the “Civil Code”).
15.2 This Contract may be amended or supplemented solely by written amendments, if this Contract or legal
regulation does not allow unilateral changes.
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15.3 The Parties expressly agree that the Contract as a whole, including all attachments, will be published
in accordance with Act No. 340/2015 Coll. on special conditions for the effectiveness of some contracts,
publication of these contracts and Contract Register, as amended. The Parties hereby declare that all
information contained in the Contract and its Annexes is not considered trade secrets under § 504 of
the Civil Code and grant permission for their disclosure without setting any additional conditions. This
Contract becomes effective as of the day of its publication in the Contract Register, which shall be
provided by the Buyer.
15.4 The Parties declare that they are governed by the terms and conditions of this Contract from the date
of its conclusion and consider all their possible mutual performance provided from the date of
conclusion of this Contract to the date of entry into force of this Contract as performance provided
under this Contract.
15.5 The following Annexes form an integral part of the Contract:
Annex No. 1: Technical specification on the subject of performance
Annex No. 2: Technical description of the device as presented in Seller’s bid (
15.6 The Parties, manifesting their consent with the entire contents of this Contract, attach their signature
hereunder.
In Prague on ________________ In Prague on
For the Buyer: For the Seller:
__________________________ ________________________
RNDr. Michael Prouza, Ph.D. Ing. Zdeněk Moravec
Director jednatel
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Annex No. 1
Technical specification on the Equipment
Description and minimum specification of the Description and specification of the Complies
Equipment as defined by the Buyer Equipment offered by the Seller YES/NO
minimum requirements:
YES
minimum dimension of detection area 155 x 105 mm2
(covered by sensitive pixels): 100 x 100 mm2 61.1 x 61.1 µm2
maximum individual pixel dimensions: 80 x 80 1 ms
μm2 (a total of 3600 µm2, while the maximum
pixel size in both perpendicular directions is 80 Approx. 35 min
µm) Up to 18 bits/pixel
shortest acquisition duration: max. 1 s (1s or Min 25% efficiency 5-50 keV
less)
longest acquisition duration: min. 30 min.
(might be achieved by automatic summing of
shorter periods)
minimum dynamic intensity range: 16
bits/pixel
photon energy sensitivity range: 5-50 keV with
min. 25% efficiency in the whole region.
features:
Detector must allow for primary beam passage
through a centre of detection area at Centre of detection area is less than 85 mm
maximum 85 mm distance from the lower from lower edge of the detector.
edge of the detector (including its casing).
Should the acquisition and read-out require
software coordination of the primary beam n/a source not supplied by PSEL
shutter, the shutter must be part of the
delivery including peripherals necessary for its
connection to control computer with the same
specifications pertaining the detector. When YES
the acquisition and readout timing is possible
during uninterrupted irradiation of the No shutter required
sample, the shutter is not required.
To mount the detector, appropriate stage is Photonic Science can provide drawings to
required allowing to place the whole assembly show current mounting positions.
at a water-leveled surface setting the
detection surface with 6 degree inclination
downwards (from vertical) that allows for
centering of its primary beam pinhole in a
minimum range of 270-310 mm from the
support surface providing that at minimum
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width of 40 mm below the primary beam
pinhole and along the beam path is a reserved
area left for tracker intended for sample
holders mounting. Alternatively it is possible
to present as part of the bid a complete
technical drawing of the detector casing with
denoted mounting holes at lower side of the
casing allowing to hold the detector, which do
not interfere with the reserved area for the
sample holder tracker.
accessories:
Data interface for connection with standard
PC-interfaces (PCI, SATA, USB or Ethernet), the Preconfigured PC provided as part of
PC need not to be a part of the delivery, but the bid.
the bid must provide minimum hardware
specifications for the delivered software and
hardware.
All necessary power supply sources required All power supplies included.
for the detector allowing to plug into standard
CEE 7/5 (type “E”) sockets with 230V AC
nominal voltage at 50 Hz frequency.
Software for data acquisition and read-out for YES
either MS-Windows or Linux operation system Compatible with this section, runs
that is capable of data conversion into under Windows 11.
standard image formats (TIFF/BMP and JPG).
The process of acquisition timing, detection, Yes if python can be run from
read-out and data storage must be possible to command line, python library is
start from external program (e.g. by available for the camera. If
command-line/console) or the software must Zaber/Newport stages are being
allow for running an external program in a used, software macros in PSViewer
batch mode between particular snap-shots. can communicate with these stages.
This feature is crucial for cooperation with PSEL are available to support the end
different motor-driven sample stages. user for this type of application.
Software for orientation determination and Yes full Laue analysis tool is provided
orientation verification (through visualisation in PSViewer software, included with YES
of reference computed Laue-pattern). the detector.
Device for precise sample positioning in the Yes, mechanical sample alignment
beam. It can be provided by either laser poiter pointer is provided, and comes pre
aligned by manufacturer or installation aligned to beam path, such that the
technician such that it intersects x-ray beam in pointer is 50 mm away from detector YES
the normal distance from the detector surface surface.
or by a camera with cross-hair aligned likewise
or by a combination of both. camera and/or
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laser must be positioned such that they do not
interfere with the area reserved for sample
stages tracker (i.e. from top or side-wise, not
below the detector).
Installation and starting support of data 1 hour of remote support is included in the
connection and software it does not concern price of the camera. As we have no
mounting or adjustment of the detector. This information of the end user setup, we do
support can either be provided by service not guarantee camera operation in
technician on the place or remotely. The result cooperation with any stages.
should be the ability of the software to YES
perform requested tasks in cooperation with
the detector. Particular mechanical
adjustment of the detector into beam is not a
responsibility of the vendor.
The evaluated parameters according to the evaluation sub-criterion (Technical level of devices) are listed
in this table:
The evaluated parameters Value
Total number of detector pixels 4 394 700
The total area of the active matrix of the detector in mm2 155 x 105 mm2
Value of maximum guaranteed average dark current per pixel in
cps. The value obtained by 1 minute verification measurement 0.0018 cps
of total intensity counted by all pixels without X-ray irradiation
divided by number of pixels and divided by 60 seconds must not
exceed this parameter.
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Annex No. 2
The Seller’s bid in the extent it describes technical parameters of the Equipment
See Quotation no. V2410241OS and attached brochure PS-DS007-XrayLaueCamera-Rev05.pdf
12/12 Institute of Physics Na Slovance 1999/2 Tel.: +420 266 052 110
of the Czech Academy 182 00 Prague 8 Email: info@fzu.cz
of Sciences Czech Republic Web: www.fzu.cz
CHROMSPEC spol. s.r.o. NABÍDKA
Lhotecká 594
252 10 Mníšek pod Brdy ČÍSLO: V2410241OS
DATUM: 24. 10. 2024
PRO: VYŘIZUJE:
Fyzikální ústav AVČR
Na Slovance 2
182 21 Praha 8
Detector for back-scatter Laue method
POZ. NÁZEV MNOŽSTVÍ CENA / MJ CENA CELKEM
BEZ DPH BEZ DPH
Detector for backscatter Laue method 1
749 000 Kč 749 000 Kč
Photonic Science Standard Crystal Orientation Laue
Detector
Compact, desktop Laue crystal orientation system
Real-time crystal orientation
CELKEM BEZ DPH: 749 000,00 Kč
CELKEM DPH 21% 157 290,00 Kč
CELKEM VČETNĚ DPH: 906 290,00 Kč
Zastoupení a servis v ČR:
CHROMSPEC spol s r.o.,
Zapsána v obchodním rejstříku vedeném Městským soudem v Praze, oddíl C, vložka 5418
IČO: 44794053 DIČ: CZ44794053
Banka:
Sídlo:
Jindřicha Plachty 28,
150 00 Praha 5, tel.:257324057
Registrované pobočky:
252 10 Mníšek pod Brdy, Lhotecká 594,
tel.:318599083, fax:318591529
634 00 Brno, Plachty 2
tel.:547246683
e-mail: info@chromspec.cz
www.chromspec.cz
Vypracoval:
V2410241OS CHROMSPEC s.r.o. Strana 1 z 1