DefTech a.s.

, Slovak Republic
Comments on Contract No.: NPDA/GH/37538/X46A/2023
Date: March 12th, 2023
To: National Project Development Authority (NPDA)
Mrs. Mercy Opare Nana, Board Secretary
Office of the Chairman, #57 Switchback Road,
P.O. Box CT 232, Cantonments, Accra, Ghana

Subject: Comments on the present contract

Dear Mrs. Nana, I hope this letter finds you well. We are writing to address the National Project
Development Authority (NPDA) regarding desired changes to the present contract, and sugges-
ted wording:

Article I

We suggest changing the „Total Contract Amount“ to the following:

Total Contract Amount: €13,917,500.00 EUR(Thirteen Million Nine Hundred and Seventeen
Thousand Five Hundred Euro) only for the items and quantities specified in your Quotation
Number DT-G-20240220 dated 20th February 2024 to be Manufactured, Supply, delivered, the
supplier will deliver the M-ATV (Mine-Resistant Ambush-Protected All-Terrain vehicles) to
Tema port Ghana in accordance with the CIP Accra, Ghana Incoterms 2020. The supplier will
provide a 1-year factory warranty. The delivery period for the project will be 16 Months from the
date the Contract payment is received by the supplier.

We suggest changing point 1.3.1 to the following:

The value of this contract is 13,917,500.00 EUR (Thirteen Million Nine Hundred and Seventeen
Thousand Five Hundred Euro) hereinafter „Purchase price“ only has been confirmed and
approved for payment after the contract agreement signing by both parties.

We kindly request to change the Beneficiary/Contractor bank details according to the letter
„2024-03-12_Correction of IBAN“ delivered to NPDA on March 12th, 2024.

In the Article I, this information must be given:

The article must include comprehensive details regarding the End User, encompassing the indi-
vidual's full name, address, representation, and all pertinent legal information. Additionally, it is
imperative to specify that the Buyer assumes responsibility for furnishing a scanned copy of the
End User Certificate within seven days following the Contract's signature. Furthermore, it is
essential to articulate that the Buyer is accountable for promptly delivering the original End User
Certificate to the Seller upon its receipt.

We suggest changing the „Mobilization payment“ to the following:

The contractor shall be mobilized with a prior payment of 80% as an advance payment to allow
for speedy production and delivery. The advance payment on the purchase price in the amount
of 80 % of the Purchase price, of the Goods (i.e. in the amount of EUR 11,134,000.00) shall be paid
based on the proforma invoice issued by the Supplier at the earliest on the day following the day
of entry into force of this Contract.

The balance of 20% shall be paid before shipment based on the proforma invoice issued by the
Supplier annex which needs to be the Acceptance protocol of the Goods according to this Contract
by Bank Wire Transfer of the value specified in the quotation shall be paid to any of the
contractors nominated accounts by the National Project Development Authority (NPDA) through
the Bank of Ghana. Upon the signing and receipt of this contract agreement, the supplier is
expected to receive the full 100% contract value from the National Project Development Authority
(NPDA). The payment of the supplier shall contain among other things such clauses to the effect
that should the supplier fail to deliver the goods for which it is paid on the total value of the
invoice there should be a refund of the principal together with the interest of 5%(five Percent).
The above payment without exceptions shall be directed through to the National Project
Development Authority (NPDA).

Proforma invoices according to this Contract are due 7 days from the date of issue.
All taxes and charges in connection with the fulfillment of obligations by Parties under the
present Contract, including bank and customs charges, stamp duties related to permits (licenses)
receipt for export (import) of the Goods, withholding tax and tax security, and other payments
shall be borne by the Buyer NPDA.
Ownership rights to the goods according to this Agreement are acquired only after full payment
of the purchase price. Supplier is not obliged to enable the Buyer to dispose of the goods unless
the Purchase price has been paid to him. In case the buyer NPDA does not pay the second part
of the purchase price in the amount of 20% within 90 days from the due date of the Pro-forma
invoice for the second installment of the Purchase price the Supplier is entitled to withdraw from
this Contract. In the case when the Buyer NPDA is in breach of his obligation to pay the Purchase
price to the Supplier properly and on time for the period of 90 days the Supplier is entitled to a
contractual penalty and the Buyer NPDA is obliged to pay to the Supplier contractual penalty in
the amount of 80 % of the Purchase price.
In the event of withdrawal from this Agreement by the Supplier due to the Buyer's delay in
paying the second installment of the Purchase price, the claim to payment of the contractual
penalty according to this point of this Agreement shall be counted against the Buyer's claim to
the return of the first part of the purchase price to the extent that they are covered.

Article II

We suggest changing the „Effective and Terms“ to the following:

Before the entry into force of this Contract, the parties undertake to ensure the issuance of an
import license and an export license as well as the End User Certificate and a permit for the
transportation (if necessary) of Goods in quantity matched to the total amount of Goods
according to this Contract.
Buyer NPDA is obliged to ensure issuance of the End User Certificate and the import license and
transportation permit (if necessary) for the total amount of Goods according to the law of Ghana
if needed within 30 days from the signature of this Contract.
Supplier is obliged to begin the licensing procedure to obtain the export license and permit for
the transportation (if necessary) of the total amount of Goods according to the law of Slovak
Republic in the most advantageous time for this Contract Agreement after the receipt of the
original End User Certificate.
The Buyer certifies that the Goods are for the end-user, for the sole purpose of end-use as specified
in the End User Certificate. The Buyer undertakes not to sell, deliver, lend, grant usage nor
otherwise transfer to any party under any conditions whatsoever, with or without consideration,
temporarily or permanently, the Goods, as is or integrated into another system or any part of the
Goods thereof, including any related equipment and/or spare parts delivered in connection with
the after-sales support, documentation and operating manuals, without the prior written
approval of the Slovak Republic authorities and the Supplier. All provisions stipulated in the
present paragraph shall remain in full force notwithstanding the duration of this Contract and
cannot be neither revoked nor terminated.
Any of the contracting Parties are entitled to terminate this Contract in the event that the import
license is not issued within 60 days from the signature of this contract.

The Supplier is entitled to withdraw from this Contract in the case agreed in this Contract as well
as in the case when:
1. Buyer NPDA does not pay the first installment of the Purchase price within 30 Days
since the signature of this Contract.
The Buyer is entitled to withdraw from this Contract agreed in this Contract as well as in the case
when:
 2. the goods were not ready for inspection and shipment within the period specified
in this Agreement, and the supplier does not remedy this violation of the agreement
even within an additional period of 90 days.
Withdrawal from the Contract must be in writing. By withdrawing from the Contract, this
Contract shall terminate at the moment of delivery of the withdrawal to the other Party.
None of the contracting parties may withdraw from the Contract regarding partial fulfillment of
the Contract that has already been accepted by the other contracting party.

The supplier will commit themselves to supply all the quantities within 16 months from the date
payment is received.

By this agreement between the National Project Development Authority (NPDA) and the
supplier (DefTech a.s.), this contract may be extended subject to conditions that shall be mutually
agreed to but prior to the expiration of the terms of this contract. Either party may notify the other
of its wish to extend the terms of this contract. The parties shall then promptly negotiate the terms
of such extensions.

We suggest changing „Risk of Title“ to the following:

Risk of title of the goods and services shall pass from the supplier, on presentation of relevant
shipping documents/invoice as follows:
Sending 1 (one) set of:
1. Bill of Lading,
2. Commercial Invoice,
3. Packing List
Which are to be sent by email to NPDA.
Original documents shall be handed over to the first carriage, and these shall accompany the
shipment.

Terms of delivery considered in this contract which has been agreed between the National Project
Development Authority (NPDA) and DefTech a.s. for any particular shipment shall relate to the
interpretation of CIP Accra. The terms of delivery is CIP Accra, Ghana as stated in the Quotation
Dated the 20th of February 2024. National Project Development Authority (NPDA) will commit
itself to collecting the M-ATV (MineResistant Ambush-Protected All-Terrain vehicle) upon
arrival of the vessel.
The above does not affect the supplier's right to postpone delivery in case of delay by the buyer
by paying the purchase price.
 Article IV

We suggest adding the following to the Article IV:

The Supplier shall adhere to all quality control standards agreed to in the Contract for all Goods
being delivered under this Contract.
The Supplier shall only tender for inspection those Goods that have been produced in accordance
with contractually compliant quality control procedures and have been found by the Supplier to
be in conformity with the Contract requirements.
The Supplier is obliged to notify the Buyer NPDA of his readiness to fulfill the shipment without
unnecessary delay after the shipment is ready for inspection and delivery in writing (hereinafter
“Notification of readiness”).
The Buyer NPDA shall be responsible for providing inspectors for shipment at least 7 days before
the sending of the Goods to participate in the inspections in order to ascertain the Goods are in
compliance with the Contract requirements. The inspection of the Goods shall be conducted in
the Supplier´s factory in Vlkanová.
Inspection of the Goods shall be made by inspectors designated by the Buyer and shall start, for
each shipment, within 10 calendar days from the date of receiving the Supplier´s Notification of
readiness to the Buyer.
The Buyer shall notify the Supplier about its participation or non-participation in the inspection
within 3 (three) days from the date of receiving the Supplier's Notification of readiness. In case
the Buyer´s representatives do not or cannot participate, the Buyer shall promptly provide the
Supplier with a signed Notification of the Buyer's Non-Participation in the Inspection which
replaces the Acceptance protocol. In any case, if the Buyer´s designated inspectors do not show
up the Supplier is entitled to invoice the second installment of the Purchase price according to
this Contract. In any case, if the Buyer’s designated inspectors do not or cannot show up for the
inspection, the Goods need to be viewed as soon as possible after delivery.
Supplier shall set aside the Goods, make them well identified as duly appropriated to the
Contract, and place them at the disposal of the inspectors.
The decision of the inspectors, concerning the results of the inspections, shall be final and binding
for the Supplier, subject to the following provisions:
1. In case the inspection and tests prove that the materials are compliant with the specifica-
tions agreed upon in this Contract, the parties shall proceed with the following:
a. Supplier shall pack the items that were used as inspection samples, seal and appropri-
ately mark the packages of the whole shipment.
 b. On the same day as the successful completion of the inspection, the inspectors shall
submit to the Supplier an Acceptance protocol.
2. In case the inspection proves that the goods inspected, in whole or in part, are not in con-
formity with the Contract specifications, the Buyer shall opt for:
a. accepting the good and the Supplier shall provide Buyer with a rectification plan on
how to remove the discovered defect within an agreed timeframe; or
b. on the same day as the unsuccessful inspection, submit to the Supplier a certificate of
rejection and elaborate on all the exact details for the rejection in a written statement
provided to the Supplier. The Supplier undertakes to study any rejected material and
provide a statement in which the proposed solution and time schedule for correction
of non-conformity parts will be proposed.
In case when the inspectors designated by the Buyer do not issue an Acceptance protocol or
certificate of rejection within three days of the inspection, then it applies that the Goods have been
accepted by the Buyer and the Supplier has the right to issue an invoice for the second installment
of the Purchase price according to this Contract.
Regardless of the quantity inspected and found not in conformity with the Contract specification,
the Buyer shall have the right to re-inspect 100% of the defected Goods listed in the certification
of rejection. Re-inspection shall take place in the Supplier´s factory in Vlkanová.

Article V

The following clause must be added:

The Buyer certifies that the Goods are for the end-user, for the sole purpose of end-use as
specified in the End User Certificate. The Buyer undertakes not to sell, deliver, lend, grant usage
nor otherwise transfer to any party under any conditions whatsoever, with or without consider-
ation, temporarily or permanently, the Goods, as is or integrated into another system or any part
of the Goods thereof, including any related equipment and/or spare parts delivered in connec-
tion with the after-sales support, documentation and operating manuals, without the prior writ-
ten approval of the Slovak Republic and the Seller. All provisions stipulated in the present
paragraph shall remain in full force notwithstanding the duration of this Contract and can-
not be neither revoked nor terminated.

Article VI

We suggest changing the „Governing law and venue“ to the following:

This Contract is governed by the provisions of the United Nations Convention on Contracts for the
International Sale of Goods and the law order of the Slovak Republic.

All disputes arising from this contract, including disputes about its validity, interpretation, or cancellation,
will be resolved before the Arbitration Court of the Slovak Chamber of Commerce and Industry in
Bratislava according to its basic internal legal regulations in Slovak language. The parties shall submit to
the decision of this court. His decision will be binding on the parties.

Article VIII

We suggest excluding this article, as this was not agreed upon before in any negotiations, was
not part of documents that were delivered to us in the past, and was not part of the initial pro-
curement documents.

Warm regards,

Yours sincerely,
DefTech a.s., Maroš Hudoba, Chairman of the Board