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Avocats, autres représentants, expert(s), secrétaire du tribunal

Final Decision

A. INTRODUCTION AND SUBJECT of THE DECISION

1. Introduction

1.
The Arbitral Tribunal composed of Arbitrators: Gregorios Timagenis, President of the Arbitral Tribunal, Dionysios Kondylis, Arbitrator and Styliani Charitaki, Arbitrator:

Convened a hearing procedure in the presence of the agents of the parties on May 10, 11, 12, 14, 15, 16, 17 and 18, 2012 in a special hall at the Hotel Athenaeum Intercontinental in Athens and subsequently met in conference in Athens on October 6, 2012, on November 21, 2012, on December 21, 2012, on January 11, 2013, on January 25, 2013, February 8, 2013, February 22, 2013, March 8, 2013, March 15, 2013, March 29, 2013, in order to decide upon the differences which arose between the parties in connection with the no. 020A/03 contract dated May 19, 2003 between the parties of the present arbitration for the provision of the C4I Olympics Security System and related Products and Services ("The Contract"), as modified by subsequent modifications. The procedure of the present arbitration was instituted by the Request for Arbitration dated June 16, 2009, which the Claimant filed with the International Court of Arbitration of the International Chamber of Commerce (ICC) on June 17, 2009, to which the Respondent responded with its answer dated September 25, 2009.

2. The subject of the Contract

2.
The subject of the Contract for the C4I System is summarized in paragraph 7(b) of the Framework Document as follows:

"The difference which the Arbitral Tribunal is called upon to resolve arises from Contract No. 020A/03 which was contracted between the parties on May 19, 2003, the subject of which was, according to article 3.1 of same, the study, design, construction, installation, testing, certification, fulfillment, sale, provision of services, as applicable and "turnkey" delivery of the C4I Systems of Olympics Security, compatible and interoperable amongst each other, as described in Annex A of the above contract as a unified whole, which are comprised of a computer system for security and operations support titled "Command Control Communications Coordination & Integration - C4I" related to the security of the 2004 Olympic Games initially and subsequently for permanent use (hereinafter "C4I System"). According to the Contract, the C4I System is comprised of three systems: (a) the Command Decision Support System - CDSS, comprised in total of 7 sub-systems, (b) the Communication and Information System - CIS, comprised of 13 sub-systems and (c) the Command Support System - CSS, comprised of 10 sub-systems.

The initial contract was subsequently modified by the following amending contracts:

(i) the 1st Amendment dated December 23, 2003

(ii) the 2nd Amendment dated April 7, 2004

(iii) the 3rd Amendment dated June 25, 2004

(iv) the 4th Amendment dated August 05, 2004

(v) the 5th Amendment dated March 29, 2007

(vi) the 6th Amendment dated September 11, 2007

(vii) the 7th Amendment dated October 27, 2008

The initial contract and its modifications shall for the purposes of the present arbitration be hereinafter referred to as the Contract."

3. Arguments and Claims of the Claimant

3.
(a) The arguments of the Claimant are summarized in paragraph 7(c) of the Framework Document as follows:

"According to the Request for Arbitration dated June 16, 2009 of the Claimant (hereinafter "Request for Arbitration"), the Claimant claims that the Respondent has acted in default of the contract and in bad faith and has committed multiple violations of the Contract. More specifically, the Claimant deems that, while the C4I System has been fulfilled and received by the Respondent and is already being used daily and has become a permanent part of the public safety infrastructure of the Greek State, the Respondent refuses to compensate the Claimant and to return the letters of guarantee which the Claimant had provided. The Claimant argues that the Respondent has not fulfilled its obligations, without any justification and specifically breached the obligation of good faith conduct and compliance with its contractual obligations."

4.
(b) The requests of the Claimant are summarized in paragraph 7(d) and 751 of the Framework Document as follows:

"(d) The reqeusts of the Claimant

With the Request for Arbitration it has filed, the Claimant requests from the Arbitral Tribunal [for]:

The issuance of a decision which shall order the following:

(1) That it recognize that: a) the Claimant has fulfilled its obligation to deliver the C4I System and has fulfilled its obligations for Phase I as demanded by the Contract, b) the Claimant delivered the C4I on time and c) the Respondent has irrevocably received the C4I System in accordance with the terms and conditions of the Contract, as amended, i.e. that de jure receipt has occurred.

(2) To order the Respondent to pay to the Claimant the balance of the Contract (Final Payment), due to receipt of the C4I System, which was evidenced by the Respondent's System Quantitative and Qualitative Receipt Protocol (QQRP) of the System on November 14, 2008. The Respondent be ordered to pay 36,900,810 Euro, plus VAT of 25,093,423 Euro and to reimburse the Claimant for all damages it has suffered as a result of the non-payment and delay in payment of the Claimant by the Respondent pursuant to the Contract with interest.

More specifically (and according to what is specified in Chapter E.V.1 and 2 of the Request for Arbitration):

a. The Respondent be obligated to pay to the Claimant the amount of 15,434,259 Euro with interest, plus VAT of 25,093,423 Euro, an amount which even the Respondent does not doubt constitutes an outstanding contractual payment.

b. That it recognize that the claims of the of the Respondent regarding alleged discrepancies and deficiencies, amounting to 21,466,551 Euro, are unfounded, untrue, unproven and specious and that any attempt by the Respondent to reduce the Final Payment of the Contractual Price, by this amount or any other amount, be rejected as unfounded, unproven and improper.

c. The Respondent violated its obligations in accordance with the Contract, as provided by Amendment No. 5, unlawfully withholding 21,466,551 Euro in payments, based on claims of discrepancies and deficiencies. The Respondent had the contractual obligation (Article 8.8 of the Contract) to participate in and complete all negotiations with the Claimant, regarding any discrepancies and deficiencies, within 50 days. Due to its refusal to participate in said negotiations with the Claimant, the Respondent waived any right to withhold any amounts for any discrepancies and deficiencies. The refusal of the Respondent to participate in negotiations in good faith also proves that the withholding of funds was an unlawful attempt to procure funds from the Claimant. The attempted withholdings are unfounded, unjustified and non-existent. In any event for these reasons, the Respondent must be ordered to pay the additional amount of 21,466,551 Euro for the full payment of the Final Payment of the Contractual Price with interest.

(3) To recognize that the Respondent violated its obligations (Article 11.2 of the Contract) for reduction of the Letter of Guarantee for down payment after the acceptance of the System by the Greek State. Consequently, the Respondent must be ordered to return to the Claimant the outstanding down payment Letter of Guarantee. Furthermore, the Respondent must be ordered to reimburse the Claimant for the additional bank charges it incurred in order to maintain the Letter of Guarantee in effect beyond the timeframe foreseen by the contractual requirements.

(4) To recognize that the Respondent violated its obligations (Amendment 5, specifically Article 11.1.1a and Article 8.8 of the Contract) to reduce the Letter of Guarantee for Good Faith Performance after

(5) the acceptance of the System by the Respondent and [that] it refused to negotiate with the Claimant regarding discrepancies and deficiencies. Consequently, the Respondent must be ordered to return to the Claimant the entirety of the portion of the Letter of Guarantee for Good Performance which concerns Phase I. Furthermore, the Respondent must be ordered to reimburse the Claimant for the additional bank charges it was subjected to in order to maintain the Letter of Guarantee in effect beyond the timeframe foreseen by the contractual requirements.

(5) To recognize that the Respondent did not make (as specified in Chapter V.E.5 of the Request for Arbitration) payments for the structural construction works which were not part of the application framework of the Contract and which the Claimant executed at the instruction of the Respondent prior to the 2004 Summer Olympic Games and that the Respondent be ordered to pay to the Claimant the true cost associated with the requested structural works, a sum of 4,950,000 Euro with interest, since December 17, 2004, at least. Alternatively, the Respondent must be ordered to pay at least the agreed upon reduced price of 3,000,000 Euro of the claim for structural works and to reimburse the Claimant for all damages it has suffered as a result of non-payment of the Claimant by the Respondent, in accordance with the negotiated compromise (Council of State Minutes 1791/18.3.2008 [March 18, 2008), with interest.

(6) To recognize that the Respondent violated its obligation to pay the Claimant for other extra-contractual works, for which it instructed the Claimant, as described in Chapter V.E.6 of the Request for Arbitration ((a) for support for the Final Four Euroleague Basketball and UEFA Final, (b) wiring of the Operations Center of the Ministry of Shipping and the Aegean, (c) wiring of the General Police Directorate of Attica(GPDA) and (d) de-installation of a camera in Igoumenitsa -a sum of 135,083 Euro and Presentation related to Amendment 7: Technical changes 2,415,651 Euro). The Respondent accepted the works, but never paid for them. Consequently, the Respondent must be ordered to pay to the Claimant the entire amount for the extra-contractual works, a sum which exceeds 2,550,734 Euro with interest.

(7) To recognize that the Respondent has unlawfully withheld at least the amount of 722,966.30 Euro, as a result of the incorrect valuation of penalties arising from the Service Level Agreement set forth in the Contract, as defined in Chapter V.E.7a of the Request for Arbitration. Consequently, the Respondent must be ordered to pay to the Claimant this entire amount with interest.

(8) To order the Respondent to pay to the Claimant the amount of 28,750 Euro for decommissioning services of venue sites which were conducted by the Claimant (as defined in Chapter V.E.7b of the Request for Arbitration) and were accepted by the Respondent, with interest.

(9) That it be recognized that the payments, which the Respondent has paid since the signing of Amendment No. 5, were delayed and that the Claimant is entitled to interest on said payments (See (10)Chapter V.E.8 of the Request for Arbitration).

(10) That it be recognized that the Respondent delayed the release of the down payment letters of guarantee of the Claimant upon acceptance of the systems on March 29, 2007. Consequently, the Respondent must be ordered to reimburse the Claimant, for the additional bank charges for maintaining the Letter of Guarantee in effect beyond the time required by the Contract (Chapter V.E.9 of the Request for Arbitration).

(11) That the Respondent be ordered to pay all costs for arbitration, including the legal costs of the Claimant, including its attorney fees, as well as every other cost associated with the present arbitration (expenses for travel, personnel, special advisors etc.).

(12)The Claimant requests any other appropriate forms of restitution of its damages, which the Arbitral Tribunal shall deem just and suitable.

(d1) The Claimant in its "Claimant's Answer to the Supplementalary Answers of the Respondent" dated May 19, 2010 and its letters of May 27, 2010, July 6, 2010 and July 20, 2010 included the following arguments, which it itself summarized:

(1) Subsidiarily (with respect to its demand (2)a above) in the event that, for whatever reason, it be deemed that it is not entitled to receive the requested amount as the outstanding contractual price, the Respondent be ordered to pay the specific amounts either in accordance with the provisions regarding unjust enrichment, or as reimbursement for use, given the long term unencumbered enjoyment by the Respondent of the fruits of the fulfillment of the Claimant's contractual obligations.

(2) That the invalidity of the following actions of the Respondent be recognized:

a) The decision of the Deputy Minister of Citizen Protection dated April 21, 2010 regarding non-approval of the final receipt and final acceptance of the C4I System Olympics Security and regarding withholding of the letters of guarantee for good performance and receipt,

b) The decision of same said Deputy Minister dated May 25, 2010 regarding proclamation of "the supplier company SAIC in forfeiture of the no. 020A/03 contract, as per the part which concerns the provision of training services on Subsystem 1-7 (CDSS) of the C4I System for Olympics Security,

c) The letter by the same Deputy Minister dated May 25, 2010 regarding termination of the Contract, and

d) The two (2) letters by the same Deputy minister dated May 27, 2010 regarding forfeiture of the letters of guarantee, and

(3) That the Respondent be ordered to pay remuneration for any direct and consequential damages which the Claimant has suffered due to the defective fulfillment by the Respondent of its obligations arising from the Contract, as well as from the invalid and unlawful partial termination of the Contract by the Respondent, including the damage from the forfeiture of the letters of guarantee for down payment and good performance, interest on the down payment and financial remuneration, due to immaterial damages, as such damage will be explained by the Claimant in its Statement of Claim."

4. Arguments and Requests of the Respondent

5.
(a) The claims of the Respondent are summarized in paragraph 7(e) of the Framework Document as follows;

"According to the Respondent's Answer dated September 25, 2009 (hereinafter "Answer") to the Request for Arbitration, the Respondent claims that the Claimant was not capable of providing to the Respondent a turnkey and elaborate and interoperational security system for the 2004 Athens Olympic Games as required by the terms and conditions set by the Respondent. The Respondent claims that the Claimant did not fulfill its obligations and in particular failed to provide, besides other systems and sub-systems, the CDSS System. The result was that the country was exposed to the danger of international denigration by the impending transfer of the Games to another country. In light of the Olympic Games, the temporary use as needed and non-contractual receipt of some of the Systems and Sub-systems of the C4I was made necessary, without all the agreed testing, subject to the conducting all of the contractual procedures for acceptance of delivery of the System.

The Respondent claims that the Claimant acted in bad faith, abusively and that the Request for Arbitration is being made prematurely. The Claimant should have delivered the C4I System as a unified "turnkey" system ready for operational use. A fundamental term of the Contract was its timely execution. The Claimant delayed and failed to fulfill fundamental arguments of the Contract, mainly the interoperability of the system and the development of the CDSS system.

Following the 5th Amendment of the Contract, while the Respondent fulfilled its obligations, the Claimant did not fulfill its [obligations] and delayed the delivery of some of the remaining sub-systems, such as subsystem 16 AVL, while in subsystem 17 it did not develop a broadband network which it itself had promised. In addition to these, the Claimant did not pay the difference in telecommunications fees, which arose due to the change in the network architecture of subsystem 17, as it was obligated to do under the Contract. Furthermore, it did not fulfill its contractual obligation for construction, up until the completion of the general test of the C4I system (October 2008), of a second switching center in subsystem 20 TETRA at GPDA. In addition, the Claimant delayed the fulfillment of its contractual (5th Amendment) obligation for the delivery of the overall design implementation of sub-systems 1-7.

Furthermore the Respondent claims that SIEMENS HELLAS S.A., replaced the Claimant, following the 5th Amendment of the Contract."

6.
(b) The arguments of the Respondent are summarized in paragraph 7(f) of the Framework Document as follows:

"(f) The arguments of the Respondent

1. Request for postponement of the procedure due to the institution of criminal proceedings. The Respondent requests the postponement of arbitration, in accordance with Article 250 Code of Civil Procedure, due to the institution of criminal proceedings against officers of the company SIEMENS HELLAS S.A. for unlawful and unfair practices in obtaining and executing public contracts, as well as for various crimes which allegedly took place during the period from 2003 to 2007, among other things also for the crimes of fraud during the contracting and executing of the Contract for the C4I Systems, and until the issuance of irrevocable decisions in its criminal cases so that it may successfully exercise its rights to defense. The company SIEMENS HELLAS S.A. was one of the fundamental subcontractors and a chief collaborator of the Claimant, whose rights it assumed, following the 5th Amendment of the Contract, with regard to the provision of Systems and Sub-systems it (i.e. SAIC) had assumed.

2. Challenge on legal merits. Alternatively, the Respondent claims that there is confusion regarding who the legal representative of the Claimant is, as well as how, when and on the basis of which of its charter provisions it was authorized to institute the Request for Arbitration and that moreover, as it arises from the comparison of Annexes Z' of the initial Contract and following the 5th Amendment, the Claimant was replaced, fully and completely, by the company SIEMENS HELLAS S.A..

3. Inadmissibility of the Request for Arbitration due to lack of preliminary proceedings in writing. Article 28 Par. 1 provides a specific written preliminary proceeding, which has both judicial and material content and should have been followed and, because it does not appear that it was followed, the Request for Arbitration is inadmissible.

4. The arguments of the Claimant are inadmissible, groundless in fact and law, among other things and exercised in bad faith and abusively and have been exercised prematurely.

5. The Respondent fulfilled its obligations after Amendment No. 5 of the Contract, in contrast to the Claimant.

6. More specifically, in response to the respective arguments of the Claimant, the Respondent presents the following claims:

(A) Demand no. 1 is refuted on the one hand as abusively presented and on the other hand as vague and groundless in fact and law. With regard to the de jure receipt with deficiencies/ discrepancies it is vague, as the time of receipt is not specified. Furthermore it is groundless, as the Receipt Committee is an advisory body (and it has discovered omissions and deviations, estimated at 21,466,551 Euro, proposing a respective reduction in the price), while the competent body for receipt has not been specified, namely the Minister of Public Order (now Minister of Citizen Protection) in accordance with Article 8.8 of the Contract, as amended, and Articles 68 Par. 5 and 69 Par. 2 PRESIDENTIAL DECREE 284/1989 and Article 19 of Law 3483/2006. The absence of [such] specification is justified due to: a) the criminal outcome of the SIEMENS case which also concerns the specific project and affects direct associates of the Claimant and which criminal outcome may potentially have a direct consequence on the validity of the Contract and b) the technical difficulties presented by the crisis on the suitability of the system in light of the deficiencies/ discrepancies.

(B) Demand no. 2 should be rejected as groundless because the prerequisite for the payment of the price is the receipt which, according to the above, did not take place. Furthermore the claim of the Claimant that the Respondent is obligated to enter into negotiation for possible discrepancies is groundless, as this requires the submission of specific objections to the alleged deficiencies/ discrepancies. In any event, since the receipt of the project has not been approved, no deadline has commenced. Alternatively, if it were to be deemed that receipt has occurred, the amount of 21,466,551 Euro should be withheld, which the Claimant has implicitly accepted, as it did not submit specific objections to the deadline of 50 days of Article 8.8 of the Contract. Furthermore, the amount of 2,900,000 Euro should be withheld for fees for technical advisors in accordance with Article 41.4 of the Contract, as well as every other demand which arises directly from the Contract, the rights of which the Respondent expressly reserves.

(C) Arguments nos. 3 and 4, which concern the reduction of the letters of guarantee, should be rejected as they have as a prerequisite the receipt of the System which has not occurred. More specifically, the Respondent has fulfilled its obligation for gradual reduction of the letters of guarantee of down payment (of 121,879,638 Euro) by 118,772,872.71 Euro and it has not released the amount of 3,106,765.29 Euro, due to impairment, in accordance with Article 11 Par. 3 of the Contract, and shall be released, upon the approval of receipt by the qualified body, in accordance with Article 69 Par. 2 of PRESIDENTIAL DECREE 284/1989. The letter of guarantee for good performance [in the amount] of 15,770,610.00 Euro, shall be returned, in accordance with the terms of the Contract. Also, as concerns the letter of guarantee for good performance [in the amount of] 9,729,290 Euro which corresponds to 10% of the payment for TETRA services and maintenance/ support, this is returned gradually as provided by the Contract.

(D) Demand no. 5 for the payment of 4,950,000 Euro, with interest from 12.17.2004 [December 17, 2004], or 3,000,000 Euro, for additional structural works and remuneration for non-payment must be rejected, because (a) it is vague as to its calculation and amount, but also as to its legal basis, which is not specified, (b) based on the referenced provisions and terms, as well as the referenced Annexes of the Contract it concerns fees not for additional extra-contractual works, but for structural works and a cable tunnel which, even if they are not specifically stated, are part of the Contract, as necessary and required, based on common experience, for the completion of sub-systems 18 and 19, which comprise part of the "turnkey" deliverable as per the Contract, i.e. fully operational and ready for full commercial use, with all of the elements of the infrastructure, of the C4I System. Consequently, the fee for said works is included in the contractual price, (c) the documents of the State agencies and the minutes no. 1791/08 of the COUNCIL of STATE dated 12.17.2004 and 3.29.2007 do not constitute recognition, and in any event, the opinion of the COUNCIL of STATE, without approval from the qualified Minister, does not produce rights for any third party (Article 7 Par. 5 Law 3086/2002 COUNCIL of STATE) and (d) alternatively, is instituted prematurely due to non-issuance of QQRP, in accordance with Article 8 of the Contract or, in the event of discrepancies and deficiencies, approval from the qualified Minister (Article 66 Par. 1b PRESIDENTIAL DECREE 284/89).

(E) Demand no. 6 for the payment of 2,550,734 Euro with interest for other extra-contractual works must be rejected with respect to the first part (135,083 Euro for the execution of four additional works), because (a) the presented additional works do not arise from the Contract, nor are they connected with it and consequently do not fall within the scope of application of Article 28 of the Contract for Arbitration, (b) is vague and (c) alternatively, groundless and the burden of proof lies with the Claimant, while with respect to the second part (2,415,651 Euro for technical changes to the Command Decision Support System CDSS, which were to be incorporated with Amendment 7), because (a) it is vague (the cost is not analyzed, explained or associated with the works, the description of which also is exceptionally vague), it lacks legal basis, given that while the referenced technical changes which form the basis of the contested claim were the subject of related negotiations, were never incorporated into the Contract or in its modification no. 7, without specifying the responsibility or portion of blame of the parties for this, the causal association etc., (b) alternatively, the referenced prices do not correspond with market prices and it is the own fault of the Claimant because it did not follow the lawful procedures and alternatively both parts are instituted prematurely due to the non-issuance of a QQRP (Article 8 of the Contract and 66 Par. 1b PRESIDENTIAL DECREE 284/89).

(F) Demand No.7 (for 722,966.30 Euro which were withheld by the Respondent due to incorrect assessment of penalties for the services of the TETPA system) must be rejected as (a) it is vague and the criteria for proper or improper application of penalties and the mistakes of the administration are not specified, (b) the matter of the manner of determining the reduction of the price for deficiencies - discrepancies of said subsystem has been deemed binding for the parties by the dispute resolution committee of Article 69 PRESIDENTIAL DECREE 284/1989, which the Claimant willingly sought, and the Arbitral Tribunal does not have the authority to judge the matter, nor to cancel enforceable individual administrative acts, such as the decision of the committee, which should have been contested in due time at the administrative court of appeals and (c) in any event the calculation was neither erroneous, nor abusive, because the penalties for the reduced provision of TETRA services, of 722,966.30 Euro, have been partially imposed for the time period from the month of September 2007 through December 2008, and not erroneously [as] referenced in the petition of December 2007, in accordance with the manner indicated by the dispute resolution committee and the criteria of the Contract. The demand for interest is groundless in law because for interest to accrue action for payment is required (Article 21, KA 26/10 July 1944 Code of Law on Public Proceedings).

(G) Demand no. 8 (for 28,750 Euro) for site decommissioning service is vague, groundless in fact and law.

(H) Demand no. 9 (for interest on late payments) should be rejected because (a) it is groundless in law, since interest is sought before a lawsuit is brought (Article 21 K.A. 26/10 July 1944), (b) the delays are due to the Claimant, some could not be made before the 5th Amendment or were justified due to testing, (c) in any event, the demand is groundless in fact and law.

(I) Demand no. 10 (compensation for bank fees, due to delay in releasing the down payment letters of guarantee), must be rejected as it is vague and not rebuttable and arbitrated. In any event, this claim is groundless in fact and law.

(J) The demand for the payment of VAT, in the amount of 25,093,423 Euro, is groundless and premature, as the determination of VAT requires the final determination of the amount owed, following its receipt by the Agency and the submission of a related statement on the part of the Claimant, in accordance with the applicable provisions of the Code on Value Added Tax.

7. The claim of the Claimant for payment by the Respondent of any compensation is unlawful and groundless with respect to all of its bases, as those are outlined in the Request for Arbitration and must be rejected.

8. The Respondent retains the right to further develop and prove its claims with every legal means before the Arbitral Tribunal and to rebut the claims of the Claimant, as unlawfully and groundlessly presented with the aim of the rejecting the Request for Arbitration as inadmissible and groundless, in law and in fact.

9. A demand for the Claimant to be ordered to pay the expenses of the Arbitration Trial and the fees of the Arbitrators.

10. The Respondent retains the right to seek from the Claimant compensation for every damage to the Respondent from the violation of contractual terms, due to tort and in general any legal basis orcause, aswellasthe satisfaction of any of its rights arising from the contractoratort. The Respondent retains the right to demand from the Claimant beyond its already collectively stated claims and the penalties imposed by the no. 9008/13/216pn0'/5-25-2010 decision declaring the Claimant in default and the no. 7739-ζ/5-25-2010 partial termination of the Contract, every claim which arises from the above imposed partial termination of the Contract and the imposed default.

11. The Respondent submitted, along with its comments and observation on the plan of the Framework Document and within the deadline which was allowed for comments by the President of the Arbitral Tribunal, the Supplementary answer court document dated 4/20/2010 in which it included the following arguments, claims and reservations, as it itself summarized as follows:

(1) That the invalidity of the arbitration clause be recognized and therefore the lack of jurisdiction of the Arbitral Tribunal to remedy this dispute.

(2) In connection with the request for postponement of the arbitration, due to the exercising of criminal proceedings, which was submitted with the Respondent's Answer and in connection with the Invalidity of the arbitration clause, which was submitted with the Supplementary answer dated 4-20-2010, the Respondent expressly reserved the right to seek the cancellation, of the validity of the Contract, as well as the arbitration clause, due to fraud and corruption as well as the recovery of any other damage in this regard.

(3) To offset, as per Article 47 of PRESIDENTIAL DECREE 284/89 and Article 440 of the Civil Code the legal claims of the Claimant, at least as equal in amounts (70,246,683.30 Euro) to the arguments of the Respondent from the Claimant which arise from:

(a) contractual penalties, in the amount of 14,777,043 Euro,

(b) the non-development of a broadband network in subsystem 17, a total amount which shall be defined by the Respondent with its briefs,

(c) the cost associated with the Respondent's use of subsystem 17 from November 2003 up to the approval of its protocol of receipt, as well as from the non-payment of the additional telecommunications costs after the approval of receipt of subsystem 17, in accordance with the terms of the Contract, the total amount of which will be defined by the Respondent in its briefs,

(d) the failure of full operational realization of the C4I System due to failure to fulfill the contractual obligations of the Claimant, involving "turnkey" delivery of the compatible and interoperable C4I Systems, in the amount of at least 63,750,000 Euro,

(e) the failure to fulfill the contractual obligations of the Claimant to create a second switching center in subsystem 20 at GPDA, in the amount of at least 40,000,000 Euro,

(f) the Claimant's failure, at the expense of the Respondent, to provide repair work of problems in sub-systems 1-7 due to non-use and sub-systems 8-30 due to lack of interoperability, amounting to at least 3,500,000 Euro, and

(g) forfeiture of interest from a) transactions regarding the provided down payment until the date the supplier was declared to be in default and b) delays imposed by the no. 9008/13/216pn0'/5-25-2010 decision declaring the Claimant forfeited from providing the training service for sub-systems 1-7 CDSS. The analysis of these amounts shall be submitted with the briefs.

(4) As regards the second demand of the Claimant regarding payment of the remaining price in the amount of 36,900,000 Euro, it is added that, alternatively, if it is deemed that delivery of the project has occurred, an amount equal to at least the above amount which corresponds to the value of the deficiencies/ discrepancies of the project according to the technical and operational specifications be deducted, and/ or in any event that the amount of 21,466,551Euro be withheld from the price.

12. In addition, with its second Supplementary answer dated 5/14/2010, the Respondent notified the Arbitral Tribunal, delivering attached copies of : a) the decision of the Deputy Minister of Citizen Protection dated 4-21-2010 with which the final receipt and final receipt of the of the C4I System was not approved, as non-compliant with the provisions of the Contract and down payment letters of guarantee were withheld, in the amount of 3,106,766.29 and good performance, in the amount of 15,770,610.00 Euro and b) the Extrajudicial Declaration/ invitation of same said Deputy Minister dated 4-21--2010, with which the intent to terminate contract 020/A/03 is declared, unless the C4I System is delivered in "turnkey" status within 15 days or the Claimant proposes a remedy in accordance with the contractual obligations and a related timeframe for its completion, otherwise the reservation is made in respect of all rights arising from the Contract and the law, such as forfeiture of letters of guarantee which have been provided.

Consequently issued were a) the no. 9008/13/216pn07 5.25.2010 decision of the Deputy Minister of Citizen Protection, with which the Claimant was declared in default as concerns the provision of training services on sub-systems 1-7 CDSS and the penalties referenced therein were imposed and b) the no. 7339-ζ'/5.25.2010 decision of partial termination of the Contract of same Deputy Minister."

5. What the Arbitral Tribunal considered

7.
1. The Arbitral Tribunal considered (a) The Rules of Arbitration (Rules) of the International Court of Arbitration of the International Chamber of Commerce (ICC), as applicable from January 1, 1998 through December 31, 2011 and which consequently were also applicable at the time of assumption of the arbitration agreement and at the time of commencement of the present arbitration, (b) the law and (c) the agreements between the parties.
8.
2. The Arbitral Tribunal considered, besides the initial files, also the following documents which were submitted by the contesting parties, namely from the Respondent (a) the filing of its Supplementary answer dated April 20, 2010, (b) Second Supplementary answer dated May 14, 2010, (c) the comments of the Respondent dated May 28, 2010 and (d) its letter dated July 19, 2010 and from the Claimant (a) its letter dated April 30, 2010, regarding the inadmissibility of the Supplementary answer of the Respondent (b) Answer dated May 14, 2010, with the Extrajudicial Declaration/ Answer dated May 4, 2010 attached, (c) the "Answer of the Claimant to the Supplementary answers of the Respondent" dated May 19, 2010, (d) its letter dated May 27, 2010, (e) its letter dated July 6, 2010 and (f) its letter dated July 20, 2010. In addition the Arbitral Tribunal also considered all of the remaining documents which were provided to them by the parties or exchanged between them and copied to it [the Court] by the parties and any claims contained therein.
9.
3. The Arbitral Tribunal considered the following briefs, statements, rebuttals and supplemental statements, which were submitted on September 24, 2010, October 15, 2010 and January 21, 2011 for the pre-trial matters, and the briefs, additions and the duly served briefs/ addition/ Supplemental briefs which were submitted on December 16, 2011, March 16, 2012 and July 30, 2012, and the other documents submitted with them, the documents which were submitted during the hearing procedure, on June 25, 2012 and at any other stage of the proceeding, the sworn statements of witnesses and the witness testimony which was given before it, as well as the claims and arguments of the contesting parties which were presented verbally during the hearing procedure on May 10, 11, 12, 14, 15, 16, 17 and 18, 2012. Specifically regarding the sworn statements of witnesses it is noted that the Arbitral Tribunal considered the sworn statements of witnesses which were provided by the Claimant, namely: (1) sworn statements of Konstantinos Ap. Vandalis dated December 13, 2011 and March 14, 2012, before the notary of Athens Thal. Sot. Alimisi, (2) sworn testimony of John Hartley dated December 8, 2011, before the notary of the State of Virginia, Diane Olsen Garbutt, (3) sworn statement of Richard Keeney dated December 8, 2011, before the notary of the State of Florida, Kathryn M. Willoughby, (4) the sworn statement of Gilbert Matta dated December 8, 2011, before the notary of the State of Virginia, Diane Olsen Garbutt, (5) the sworn statement of Russel Mayhew dated December 8, 2011, before the notary of the State of Virginia, Diane Olsen Garbutt, (6) the sworn statement of Frank A. Perrydated December 8, 2011, before the notary of the State of Virginia, Diane Olsen Garbutt, (7) the sworn statements of Kemble Widmer dated December 13, 2011 and Match 13, 2012, before the Deputy Consul of the United States in Athens, Vincent Moore, and (8) the sworn statement of Fotios I. Demopoulos dated March 14, 2102, before the notary of Athens Thalea Sot. Azimisi.

The Arbitral Tribunal also considered the sworn statements of witnesses which were provided by the Respondent, namely: (1) the no. 7200/2011 sworn statement of Nakios Liberis dated November 30, 2011, before the Magistrate of Athens, (2) the no. 7196/2011 sworn statement of Dem. Ach. Rigogiannis dated November 30, 2011, before the Magistrate of Athens, (3) the no. 7199/2011 sworn statement of Georgios N. Syllaios dated November 30, 2011, before the Magistrate of Athens, (4) the no. 7198/2011 sworn statement of Dem. Panakoulias dated November 30, 2011, before the Magistrate of Athens, (5) the no. 7445/2011 sworn statement of Kon. Kardaras dated December 9, 2011, before the Magistrate of Athens, (6) the examination report of the witness Dem. Maravelis dated April 29, 2010, before the Appellate Associate Magistrate, (7) the no. 7201/2011 sworn statement of Ioannis Petropoulos dated November 30, 2011, before the Magistrate of Athens, (8) the no. 7202/2011 sworn statement of Pan. Anastopoulos dated November 30, 2011, before the Magistrate of Athens, and (9) the no. 7197/2011 sworn statement of Pan. Merti dated November 30, 2011, before the Magistrate of Athens.

10.
The Arbitral Tribunal deliberated in accordance with the law, the Rules of Arbitration of the ICC and the agreements of the parties.
11.
A Table of Abbreviations is attached as Annex A and constitutes an integral part of this Decision. The Table of Contents is attached at the end of the Decision.

B. PRELIMINARY PROCEDURE AND MAIN PROCEDURE

12.
The present Decision is issued between the parties which are referenced at the beginning by the Arbitral Tribunal which is composed of the arbitrators who are referenced in paragraph A of the present.

1. The Arbitral Tribunal

13.
The full addresses of the arbitrators, the introductory filings, the manner of composition of the Arbitral Tribunal, and a brief history are presented in the Framework Document which was signed by the parties on July 21, 2010 ("Framework Document") and more specifically in paragraphs 1, 2, 3 and 7(a). Paragraphs 1-3 are:

« 1. The Arbitral Tribunal

The Arbitral Tribunal is composed of :

(a) Gregorios I. Timagenis, Attorney LL.M, Ph.D.
(President of the Arbitral Tribunal)
Notara Street 57, 8th floor
185 35 Piraeus
Greece
Tel.: +30-210-4220001
Fax.: +30-210-4221388
Email.: gjt@timagenislaw.com

(b) Dionysios Kondylis, Honorable Areopagite (Co-
Arbitrator appointed by the Claimant)
Amaryllidos Street 23,
153 41 Ag. Paraskevi
Greece
Tel.: +30-210-6399621
Email.: d-kondil@otenet.gr

(c) Styliani Charitaki, Legal Counsel of the State (Co-Arbitrator appointed by the Respondent) Karageorgis Servias Street 10,
101 84 Athens
Greece
Tel.: +30-210-3375190, 3375039 (secretary 210-3375221)
Fax.: +30-210-3375040
Email.: ns.symv3@yo.svzefxis-gov.gr

2. The Introductory Filings

The present arbitration began with the Request for Arbitration of the Claimant dated June 16, 2009, to which the Respondent responded with its Answer dated September 25, 2009, following an extension which was issued by the Registrar's office of the International Court of Arbitration of the ICC with its letter to the parties dated August 27, 2009.

3. Composition of the Arbitral Tribunal

The Arbitral Tribunal was composed as follows:

(a) On September 3, 2009 by virtue of Article 9(2) of the Arbitration Regulation of the ICC the Head Registrar of the International Court of Arbitration of the ICC certified the appointment of Mr. Dionysios Kondylis as co- Arbitrator, proposed by the Claimant Request for Arbitration dated June 16, 2009.

(b) On September 3, 2009 by virtue of Article 9(2) of the Arbitration Regulation of the ICC the Head Registrar of the International Court of the ICC certified the appointment of Ms. Styliani Charitaki, as co-Arbitrator, proposed by the Respondent with the document dated August 6, 2009 (Prot. No. 87774/457380).

(c) Because the two arbitrators, who were appointed by the contesting parties, did not agree on the appointment of the President of the Arbitral Tribunal, on November 26, 2009 the International Court of Arbitration of the ICC appointed Mr. Gregorios I. Timagenis, Doctor of Law, Attorney, President of the Arbitral Tribunal, following the proposal of the Greek committee of the ICC (Articles 8(4) and 9(3) of the Arbitration Regulation of the ICC)."

2. The Contesting Parties in the Present Arbitration and Their Attorney Agents

14.
The present arbitration is being conducted between the following contesting parties:

(a) Claimant

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION,
1710SAIC DRIVE, McLean, VA, 22102, United Stated of America

Its authorized attorneys are :

1. Mssrs. Allen B. Green and William T. O'Brien
McKenna Long & Aldridge LLP
1900 K Street NW
Washington, DC 20006-1108
United States of America
Tel: +1 202,496.7107 Fax: +1 202,496.7756
Email.: wobrien@ mckennalong.com and
agreen@mckennalong.com

2. Mr. Gregorios Pelecanos
Ballas, Pelecanos & Associates
Solonos 10,
Kolonaki 106 73 Athens
Greece
Tel: 210 3625943 Fax: 210 3647925
Email.: gregorypelecanos@balpel.gr

3. Mr. Epameinondas Labadarios
Labadarios and Associates
Stadiou 3
105 62, Athens
Greece
Tel: 210 3224047 Fax: 210 3226368
Email.: mailto: lambalaw@lambalaw.gr

and

(b) Respondent

The Greek State, as legally represented by the Minister of Finance and the Minister of Citizen Protection Akadimias 68 106 78 Athens Greece
Tel: 210 3804971 Fax: 210 3328180
Email.: n.poulakos@nsk.gr

Its authorized attorneys are :
Mr. Demetrios Chanis (Legal Counsel of the State)
Paparrigopoulou 2,
105 61 Athens, Greece
Tel: +30 210 3252977 and +30 210 3368747 / Fax: +30210 3231964
Email.: d.lianis@iisk.gr
Mr. Demetrios Katopodis
(Associate Justice of the Council of State),
email.: d.katopodis@nsk.gr
Ms. Georgia Papadaki
(Associate Justice of the Council of State),
Email.: georgiapapadaki@mfa.gr
Akadimias 3,106 71 Athens, Greece Tel: 210 3682541 /Fax: 210 3682221

(The Claimant and the Respondent are referred to hereinafter also as the "contesting parties").

3. Legalization of Agents

15.
For the legalization of their attorneys the following documents have been submitted to the Arbitral Tribunal:

(a) From the Claimant the Power of Attorney dated May 24, 2010 (in English with an official translation into Greek and Apostille dated 26 May 2010) which was signed by Lawrence E. Ruggiero, Vice President and Assistant General Legal Counsel, as legal representative of the Claimant before the notary of the State of Virginia of the USA Kaye Elliot Endahl, and

(b) From the Respondent the documents dated August 6, 2009 (ref. no. 87775/457380), December 11, 2009 (ref. no. 136444/457380) and June 17, 2010 (ref. no. 69270/457380) of the President of the Legal Council of State, as well as the decision dated July 14, 2010 (rf. no. 10107) of the Minister of Finance.

4. Decision on the pre-trial matters

16.
The parties agreed in the Framework Document that certain pre-trial matters be examined in a separate hearing procedure and for a separate decision to be issued regarding them before the Arbitral Tribunal enters into the essence of the dispute.

More specifically:

(a) Paragraph 14 of the Framework Document states:

14. Pre-trial matters

A separate discussion shall be conducted and a separate decision will be issued for the pre-trial matters. For the purposes of the present paragraph 14 (in other words regarding the separate discussion and decision) defined as pre-trial matters are those that are connected with:

(a) the following arguments of the Claimant:

(1) Inadmissibility of the Supplementary answers of the Respondent

(2) Inadmissibility of Opposition to offsetting both because it conceals an expired counter appeal and because of the non-payment of the ICC arbitration fees

(3) Separation of the examination of the substance of the matter into two (2) stages, in the first the acceptance or non-acceptance of the C4I System by the Respondent shall be judged.

(b) the following arguments of the Respondent:

(1) Request for Postponement of the proceeding, due to the instituting of criminal proceedings.

(2) Challenge of locus standi.

(3) Inadmissibility of the Request for Arbitration, due to an absence of pre-trial proceeding in writing.

(4) Invalidity of the arbitration clause and as such the lack of jurisdiction of the Arbitral Tribunal.

(b) The Arbitral Tribunal following a hearing proceeding on December 17, 2010 and having considered the written and oral claims of both parties and the evidence they placed at its disposal issued the "Decision on pre-trial Matters" (Interim Award) dated July 14, 2011 which was served to the parties on July 19, 2011 and with which it found admissible that it has jurisdiction to judge the disputes which arose between the parties from or in connection with Contract No.020A/03 dated May 19, 2003 for the Provision of C4I Olympics Security System and Services, in accordance with the arbitration clause of Article 28.3 of the Contract, which is valid, in accordance with Law. 2735/1999 and Articles 69 Par. 7, 71 Par. 1 and 73 Par. 1 of Presidential Decree 284/1989, and rejected all of the other pre-trial arguments of the contesting parties.

(c) The Arbitral Tribunal via its present final decision confirms all of the decisions contained in the above decision dated July 14, 2011 and deems them to be incorporated in the present decision without expressly repeating them excepting the decision on jurisdiction which it repeats verbatim below in Chapter C of the present decision.

5. Inspection

17.
Prior to the hearing proceeding the Arbitral Tribunal performed an inspection of the spaces where the C4I systems are installed. More specifically, the inspection took place (a) on April 20, 2012 at the National Center for Emergency Assistance (EKAB) and at the Headquarters of the Fire Brigade, (b) on April 23, 2012 at General Police Directorate of Attica(GPDA) and at NYMA, OTE, and (c) on April 27. 2012 at the Headquarters of the Coast Guard. During the inspection the authorized attorneys of the contesting parties and their technical advisors were present as applicable, namely Mssrs. Kemble Widmer, Fotios Demopoulos and Konstantinos Vandalis for the Claimant and Mssrs. Demetrios Panakoulias, Konstantinos Kardaras and Demetrios Rigogiannis for the Respondent. The purpose of the inspection was for the Arbitral Tribunal to be updated by the end users and to familiarize itself with the spaces where the equipment (hardware) is installed, and with the basic functions of the programs (software), as understood and used (to the extent that they are used) by the direct users, so that the Arbitral Tribunal may have a better understanding also of the briefs (claims) of the contesting parties and the testimony of the witnesses during the hearing proceeding which would follow.

6. Discovery of Documents - Trial postponement

18.
Furthermore, the Respondent with its December 16, 2011 briefs (pp. 200-207) submitted a demand for the discovery of documents, while with its Addition dated March 16, 2012 (pp. 190-192) submitted a request for the postponement of the trial of the case, until the expert opinion reports are issued, which was ordered by the no. 25/3-6-2012 order by the Associate Appellate Magistrate Ioannis Fiorakis within the scope of an inquiry conducted, in accordance with the no. 4/9-17-2009 decision of the Plenary of the Appellate Court of Athens. The Arbitral Tribunal, following a hearing proceeding on April 17, 2012 and upon having considered the written and oral claims of the contesting parties, withits OrderdatedApril30(whichwas served on the contesting parties electronically the same day) denied both requests.

7. Hearing

19.
a. During the hearing from the 10th to the 18th of May 2012, the above mentioned authorized attorneys of the contesting parties were present. With the permission of the Arbitral Tribunal and the joint agreement of the parties and for the assistance of the attorneys of the contesting parties, employees, associates and technical advisors of the contesting parties attended the hearing. Also present was Mr. Michal Tetteh, Senior Vice President of the company SAIC and Programs Director, as representative of the Claimant, accompanied by his associates and technical advisors.
20.
b. Finally, during the hearing proceeding present also was the Administrative Registrar of the Arbitral Tribunal Ioannis Timagenis, who had been appointed by the Order of the Arbitral Tribunal dated November 18, 2010.
21.
c. During the hearing stenotyped and recorded minutes were kept and the witnesses called by the Claimant were examined: (a) Richard Keeney (on Friday May 11, 2012, pp. 60 through 106 of the typed minutes and on Saturday May 12, 2012, pp. 188 through 200 of the typed minutes), (b) Frank Perry (on Saturday May 12, 2012, pp. 200 through 246 of the typed minutes), (c) Konstantinos Vandalis (on Monday May 14, 2012, pp. 309 through 380 of the typed minutes), (d) Gilbert Matta (on Tuesday May 15, 2012, pp. 410 through 450 of the typed minutes), (e) Fotios Demopoulos (on Tuesday May 15, 2012, pp. 485 through 521 of the typed minutes), (f) Kemble Widmer (on Thursday May 17, 2012, pp. 628 through 696 of the typed minutes), (g) John Hartley (on Friday May 18, 2012, pp. 775 through 823 of the typed minutes).
22.
Also examined were the witnesses called by the Respondent: (a) Konstantinos Kardaras (on Friday May 11, 2012, pp. 106 through 181 of the stenotyped minutes), (b) Ioannis Petropoulos (on Saturday May 12, 2012, pp. 246 through 306 of the stenotyped minutes and on Friday May 18, 2012, pp. 772 through 774 of the stenotyped minutes), (c) Panagiotis Anastopoulos (on Monday May 14, 2012, pp. 381 through 406 of the stenotyped minutes), (d) Panagiotis Mertis (on Tuesday May 15, 2012, pp. 451 through 484 of the stenotyped minutes), (e) Demetrios Panakoulias (on Wednesday May 16, 2012, pp. 523 through 624 of the stenotyped minutes), (f) Demetrios Rigogiannis (on Thursday May 17, 2012, pp. 714 through 768 of the stenotyped minutes).

Finally, during the hearing there was a cross examination (on Friday May 18, 2012) on the one hand of the witnesses Fotios Demopoulos and Konstantinos Kardaras (pp. 824 through 874 of the stenotyped minutes) and on the other hand of the witnesses Kemble Widmer and Demetrios Panakoulias (pp. 874 through 901 of the stenotyped minutes).

8. Briefs following the Hearing Proceeding

23.
Upon the conclusion of the hearing proceeding, taking into consideration the time required for the stenotyped minutes to be typed and the recorded minutes transcribed and following communication with the contesting parties, by Order of the Arbitral Tribunal dated May 30, 2012 it was determined that any possible supplementary documents be submitted by the contesting parties by June 25, 2012 and July 30, 2012 for the submission by the contesting parties of additions/ supplemental briefs.

9. Completion of the Procedure

24.
The Arbitral Tribunal, having studied the case files and being satisfied that it had provided the parties the opportunity to fully support their case and that no other clarifications or information was necessary for it to form its final judgment and issue a final decision, declared the procedure complete, in accordance with Article 22 of the Rules of Arbitration of the ICC, with its Order dated December 24, 2012, which was served on the contesting parties electronically the same day.

10. Deadlines

25.
a. In terms of deadlines, after the composition of the Arbitral Tribunal the case file was given to the arbitrators who received it on 1.15.2010. Concurrently, the International Court of Arbitration of the ICC with its decision at the meeting on 1.7.2010 (which was served to the Arbitral Tribunal on 1.8.2010), set the deadline for the drafting of the Framework Document on 3.31.2010. Subsequently, this deadline was extended successively to April 30, 2010, May 31, 2010, June 30, 2010 and July 31, 2010, upon the decisions of the International Court of Arbitration of the ICC, at its meetings on 3.4.2010, 4.1.4.2010, 5.6.2010 and 6.3.2010 respectively (which were served to the Arbitral Tribunal on 3.222010, 4.21.2010, 5.28.2010 and 6.24.2010 respectively).
26.
b. The Framework Document was signed on July 21, 2010 and the deadline foreseen by the Rules for the issuance of a decision was extended to April 30, 2011 and then to July 31, 2011 upon the decision of the International Court of Arbitration of the ICC at meetings held on 1/13/2011 and 4/7/2011 respectively (which were served to the Arbitral Tribunal and the contesting parties by email on 1/13/2011 and by letter on 1/28/2011 and April 19, 2011 respectively).
27.
c. Subsequently the deadline was extended successively to September 30, 2011, July 31, 2012, December 31, 2012, February 28, 2013, March 29, 2013, April 30, 2013, June 28, 2013 and July 31, 2013 following the decisions of the International Court of Arbitration of the ICC at its meetings on July 7, 2011, September 1, 2011 and July 5, 2012, December 13, 2012, February 7, 2013, March 14, 2013, April 18, 2013 and June 13, 2013 respectively and was notified to the Arbitral Tribunal and to the contesting parties via email on July 26, 2011, September 14, 2011, July 16, 2012, December 14, 2012, February 20, 2013, March 28, 2013, April 30, 2013 and June 27, 2013 respectively.

C. ARBITRATION COURT JURISDICTION

28.
Within the scope of its deliberation on the pre-trial matters, the Arbitral Tribunal examined its jurisdiction both of its own accord and due to the challenge to this effect by the Respondent and responded on the matter with the "Decision on pre-trial Matters" dated July 14, 2011. However, due to the particular importance of the matter of jurisdiction it repeats and confirms its decision on this matter together with the justification which follows:

"1. Summary

(a) During its meeting the Arbitral Tribunal decided in its majority that it has jurisdiction to rule on the disputes which arose from the contested contract between the contesting parties, based on the arbitration agreement (clause) contained in Article 28.3, which is valid and it rejected the opposition of the Respondent pursuant what is more specifically presented in the following paragraphs of the present Chapter D and the findings.

(b) The prevailing opinion as to the justification is presented in the following paragraphs, while the minority opinion and dissenting or supplemental justifications are presented in Chapter F below.

2. The arbitration clause (and applicable law)

The jurisdiction of the Arbitral Tribunal is established firstly in the arbitration agreement ("Arbitration clause") found in Article 28 Par. 3 of Contract No. 020A/03 for the Provision of a C4I Olympic Security System and Related Products and Service between the contesting parties dated May 19, 2003 and states that:

"Any claim or dispute which arises from or in connection with this CONTRACT or its interpretation shall be resolved irrevocably by arbitration, in accordance with the Rules of Arbitration of the International Chamber of Commerce - ICC and shall be adjudicated according to Greek Law. The arbitration shall be conducted in Athens, Greece, by three Greek arbitrators who are appointed pursuant to the Rules of the International Chamber of Commerce (ICC), where one Arbitrator is appointed by the PURCHASER, one Arbitrator is appointedby the SUPPLIER and the thirdArbitrator, who shall act as President, shall be appointed by the two appointed Arbitrators or, in the event of disagreement, in accordance with the aforementioned rules."

3. Challenge of jurisdiction / Authority of the Arbitral Tribunal to judge its jurisdiction

(a) The Respondent with its Supplementary answer dated April 20, 2010 and for the reasons referenced therein, asked that the invalidity of the arbitration clause be recognized and as a consequence the lack of jurisdiction of the Arbitral Tribunal, while moreover with paragraph 14 of the Framework Document dated July 21, 2010 it was agreed that for certain pre-trial matters, among which also is the invalidity of the arbitration clause, a separate discussion shall be held and a separate decision be issued. The Claimant sought the rejection of this request with its documents and briefs which are referenced above under A4 and 5.

(b) The Arbitral Tribunal has jurisdiction to deliberate on the matter of its jurisdiction in accordance with Article 6 paragraph 2 of the Rules of Arbitration of the International Court of Arbitration of the International Chamber of Commerce (ICC). Irrespective, however, of the related request of the Respondent, the Arbitral Tribunal is bound of its own accord to examine and to rule on its jurisdiction, before examining any other pre-trial matter or the substance of the dispute.

4. Applicable Law

Given that according to the arbitration clause as well as the Framework Document (paragraph 10) the place of arbitration is Athens, Greek law is applicable to the arbitration, including insofar as the validity of the arbitration agreement and the jurisdiction of the Arbitral Tribunal.

5. The Constitution of Greece

In accordance with paragraphs 1 and 2 of Article 94 of the Constitution of Greece (hereinafter the "Constitution") :

"1. Administrative differences fall under [the jurisdiction] of the Council of State and the regular administrative courts, as the law provides, with the exception of the responsibilities of the Supreme Court of Audit.

2. Civil disputes, as well as cases of voluntary jurisdiction, fall under [the jurisdiction] of the civil courts, as the law provides."

6. The legislative basis for the inclusion of civil disputes in arbitration of the Code of Civil Procedure

Based on these provisions it is clear that for a dispute, whether administrative or civil, to be excluded from the jurisdiction of the courts defined by the Constitution and for an agreement between the parties on this matter (an arbitration agreement) to be valid it is mandated that this be prescribed by law ("as the law provides"). For civil disputes which are subject to arbitration according to the Code of Civil Procedure (CCivP) it is consistently (and without contrary opinion) accepted that their subjection to arbitration is permitted based on the agreement of the parties pursuant to Article 867 of the Code of Civil Procedure and with its provisions. More specifically, when one of the contracting parties is the Greek State, the subjection to arbitration pursuant to the Code of Civil Procedure is based also on Article 49 Introduction of the Code of Civil Procedure and its provisions.

7. Decision 24/1993 of the Supreme Special Court of Greece for the remanding of administrative disputes to arbitration

(a) For administrative disputes however it has been questioned whether they can be remanded to arbitration (and consequently whether the related arbitration agreement is valid) even if this is provided for or permitted by law and more specifically the issue was raised whether such a law is unconstitutional.

(b) This matter was resolved with decision 24/1993 of the Supreme Special Court of Greece in favor of the opinion that in the true spirit of Article 94 Par. 1 of the Constitution, the lawmaker is not prohibited from allowing the inclusion of administrative disputes in arbitration with the agreement between the parties and the relevant law is not unconstitutional.

(c) Based on the above it is therefore accepted that administrative disputes can also be remanded to arbitration provided the law so permits. However, for administrative disputes there is no general provision which allows the inclusion in arbitration similar to Articles 867 of the Code of Civil Procedure and 49 Introduction of the Code of Civil Procedure and for this reason it is examined each time if there exists a law which permits the inclusion of the specific category of administrative disputes in arbitration because, if there is no legislative basis, the arbitration agreement is invalid as it directly contravenes the above provision of the Constitution.

8. The claims of the contesting parties

The Respondent has already raised the issue of invalidity of the arbitration clause with its Supplementary answer dated 4-20-2010 and it expanded on it more specifically with its briefs and statements which are referenced above (under A5) but also verbally during the hearing proceeding on December 17, 2010, while the Claimant raised objections both in respect of the timeliness and admissibility of the substance of the claim concerned, both with its letter dated 4.30.2010 as well as with its remaining letters, briefs and statements which are referenced above (under A4 and 5 respectively) and verbally during the hearing proceeding of December 17, 2010 and supported the validity of the arbitration agreement.

At this point particular reference is made to the Arbitral Tribunal's own investigation concerning its jurisdiction, while within the scope of this self initiated investigation the related claims of the contesting parties are also answered.

9. The Arbitral Tribunal's self initiated investigation

In light of the above the Arbitral Tribunal must investigate of its own accord during the review of its jurisdiction whether the dispute being presented before it is a civil or administrative dispute, and in the case of the latter whether a law exists which would permit the inclusion of the dispute for arbitration or if there is a legal basis which permits the inclusion of the dispute for arbitration regardless whether the dispute is civil or administrative. Specifically in regard to this latter issue, it must be examined whether Law. 2735/1999 for international commercial arbitration comprises a legal basis for the validity of the arbitration agreement contained in the contested contract, a matter which the Claimant also raised with its statement dated January 21, 2011.

10. Clarification of the interpretation of Article 1 of Law 2735/1999 and its subjection to the interpretation and other provisions

In this regard, the Arbitral Tribunal must rule first on whether there exist conditions for the application of Article 1 of Law 2735/1999 and more specifically whether the present arbitration is international and commercial under the definition of this provision. It is notable that in the adjudication of this matter there is no bearing on the matter of whether the dispute of the contesting parties is an administrative dispute or not and this is because the characterization of a dispute as administrative or not or its characterization as international or commercial or not, is made always in the context (Interpretation) of specific provisions in order to determine if they are truly fulfilled so that their legal consequences may be applicable. Thus, what constitutes an administrative dispute is judged as a rule in the scope of the interpretation of Article 1 Law 1406/1983 or of Article 94 paragraph 1 of the Constitution or possibly also other provisions which contain the term administrative dispute.

In the specific case the subject of interpretation is Article 1 of Law 2735/1999 which in actuality does not contain such a term (in other words "administrative dispute"), but the terms "international" and "commercial." Consequently a dispute which in accordance with other provisions is administrative, can be "international" or "commercial" in the scope of interpretation of Article 1 of Law 2735/1999, without this being contrary to the differing characterization of the same dispute in the scope of interpretation of other provisions. The independent interpretation of Article 1 of Law. 2735/1999 is supported also by the fact that in essence this law incorporates into the Greek legal system an international standard and more specifically the UNCITRAL Model Law on international commercial arbitration.

11. Regarding whether the nature of the arbitration is international or not

(1) In accordance with Article 1 of Law2735/1999oncommercialarbitration "the provisions of this law are applicable to international commercial arbitration, the location of which is in the Greek territory" (paragraph 1), "Arbitration is international when: a) the parties have, at the time of signing of the arbitration agreement, their headquarters in different countries..." (paragraph 2) and concerning the application of paragraph 2 "a) if one party has more than one headquarters, its main headquarters is deemed to be the one which has a closer relationship to the arbitration agreement, b) if a party does not have its own headquarters, its usual place of residence is taken into consideration and in the case of a legal entity the place where it maintains offices" (paragraph 3).

(2) Despite the stipulation of the law (use of the definite article "their headquarters" in Article 1 paragraph 2a) which refers to the true headquarters of a company, where its administration is conducted, as it arises from paragraph 3a of Article 1, the law allows for a business to have multiple headquarters, which are branches (special commercial residences) and not to the location of its central management where important business decisions are made (headquarters) which cannot be more than one.

(3) This arises also from the English model document where the term used is "place of business". This arises also from the prelaunch works of UNCITRAL for the Model law regarding international commercial arbitration (See Detailed Commentary on the draft of the Model Law regarding international commercial arbitration in the Report of the Secretary General at the 18th UNCITRAL Summit in Vienna, 3-21 June 1985 UN doc A/CN.9/264/March 25, 1985, hereinafter Model Law Commentary) where it is referenced that the Model Law does not refer to the principal place of business or to the head office, but to the branch through which a specific contract was assumed (See Model Law Commentary, under Article 1 Par. 26 and 27). This is also evident in the United Nations Convention on the International Sale of Goods (Vienna 1980, Law 2532/1997 Articles 1 and 10) the stipulation of which on this point was followed also by the Model Law regarding international commercial arbitration (See Model Law Commentary, under Article 1 Par. 24) and consequently the Convention on International sales can also be used to assist the interpretation, as well as its respective commentary by the Secretariat of the United Nations (See UN document A/CONF.97/5 hereinafter International Sales Commentary under articles 1 and 9 of the Draft now articles 1 and 10 of the Convention).

(4) Concurrently however the law provides that the location is taken into consideration at the time of signing of the arbitration agreement (Article 1 Par. 2a, Law 2735/1999) and if a business has more than one location, then the one that has a closer connection to the arbitration agreement is taken into consideration (Article 1 Par. 3a Law 2735/1999) and such a closer connection exists when the negotiation of the Contract occurred exclusively at one specific location regardless of where the contract was finally signed (Model Law Commentary, under Article 1 Par. 32, See also Article 1 Par. 2 of the Convention for international sales where it is referenced that if the location in one country is not mentioned in the contract or in earlier transactions of the parties or through prior information, then that location is not taken into consideration (See also Article 10 of the Convention on International Sale and International Sales Commentary, under Article 9 of the draft Par. 7 where it is referenced that fulfillment of the Contract at a later date at another location does not have as a consequence a change of the location which has a closer relationship with the agreement). Finally the law (Article 1 Par. 3b Law 2735/1999) also makes reference to where a legal entity maintains offices, which it considers to be a location. It is worth noting however that the UNCITRAL Model Law does not contain a relevant regulation, which [instead] refers only to customary location.

(5) In the case being adjudicated the contested contract no. 020A/03 dated May 19, 2003, as it arises from its text, was contracted between on the one hand the Hellenic Republic and on the other the company SAIC, which as is referenced in the Contract, has its central offices in the city of McLean of the State of Virginia of the USA. This contract however was signed on behalf of SAIC by the Senior Vice President Steven H. Weiss (via power of attorney) who does not have any established location in Greece. Concurrently no reference is made to a location of SAIC in Greece, to involve it any way with the negotiation and assumption of the Contract. The address Kifisias Avenue 90, Amarousio, Attica, which is referenced in Article 30 of the Contract for correspondence, even if it is the address of the headquarters of the Claimant in Greece at that time, is referenced for correspondence which shall be exchanged after the conclusion of the Contract (namely for the interpretation of the Contract Par. 30.2.1, for the execution of the Contract Par. 30.2.2 and for financial matters of the Contract Par. 30.2.2) and it is not evident that any location of the Claimant in Greece was involved in the negotiation and conclusion of the Contract, while the location which is taken into consideration at the time of signing of the contract and is more closely related to the agreement is the one at which the arbitration agreement was negotiated and concluded.

(6) Consequently the location of the Claimant which is evident from the Contract as being the location where the Contract was negotiated and concluded, which is not invalidated by other information, is the USA which is in a different country from the country of the headquarters of the Respondent and consequently the arbitration is international pursuant to the definition given in Article 1 of Law 2735/1999.

12. Regarding whether the nature of the arbitration is commercial or not

(1) Article 1 Par. 1 of Law 2735/1999 expressly states that the provisions of this law are applicable to international commercial arbitration.

(2) The law does not contain a definition of the term "commercial". However, in the Introductory Report of the law it is referenced, among other things, that:

"The same text of the model law, as drafted by UNCITRAL has in connection with the term "commercial" the following footnote which broadens its conceptual boundaries so that it be considered as "financial" :
"The term "commercial" is given a broad definition, so that it may cover matters which arise from every relationship of a commercial nature, contractual or not. Relationships of a commercial nature include- without being limited to - the following transactions : Every commercial transaction for the provision or exchange of goods or services, distribution agreement, commercial representation or agency, factoring, leasing, project construction, licensing, investment, financing, banking, insurance, licensing or assignment, joint venture and other forms of industrial or commercial collaboration, air sea, rail or road transport of goods and passengers". For legislative reasons this footnote has not been included in the text of the proposed legislation, as it was promoted to various countries in adoption of the model law as national law. However this does not preclude it from being an aid in interpretation of the scope of the term "commercial".

(3) Moreover, in commenting on Article 1, the Model Law Commentary references in this regard that the footnote to the term "commercial" was added as an aid to interpretation of said term (paragraph 16) and expresses the legislative intention that the term "commercial" be interpreted broadly (paragraph 18). Further, it is emphasized that this footnote guides the autonomous interpretation of the term "commercial," that the Model Law does not instruct on the characterization of a relationship as commercial in the national legislation of countries, as does the New York Convention of 1958 "for the recognition and execution of foreign arbitration decisions" (Law 4220/1961) in Article 1 paragraph 3 and that it would be a mistake for national views to be applied to the characterization of a relationship as commercial (paragraph 19). Finally, it is clarified that despite the fact that the Model Law does not reference the matter of state immunity, the Model Law also covers relationships in which a government body or a government entity are parties, under the condition of course that the relationship is of a commercial nature (paragraph 21).

(4) Moreover it has been historically emphasized that the term "international arbitration" without any other qualification, refers to arbitration of (public) international law particularly between states and consequently the addition of the term "commercial" distinguishes this arbitration from the arbitration of international law between states1 and although the involvement of trade is one indicator, this is not however primary as states may also participate in commercial arbitration within the framework of a commercial activity2.

(5) Furthermore, it has been emphasized that the definition of commercial is so broad that it encompasses in essence any financial dispute3 and with this definition of commercial disputes in which public entities participate and which originate from their international commercial transactions,mustbe included in the meaning of international commercial arbitration, since of ten the public nature of these entities does not influence the rules governing a contract or an international arbitration to which they are participants4.

(6) In this case the contested contract is a contract for the sale of goods and provision of services and the arbitration for the disputes arising from it clearly falls within the definition of commercial arbitration, as defined in Article 1 of Law 2735/1999 on international commercial arbitration, as this definition is clarified by the introductory report of the law, by the relevant footnote to the UNCITRAL Model Law and in the Model Law Commentary as above). This autonomous interpretation of the term "international commercial arbitration» in Law 2735/1999 is not influenced by, nor does it influence, any interpretation or characterization of this relationship in the scope of definition of any other law.

(7) Moreover and irrespective of the characterization and subjugation of the present arbitration to Article 1 of Law 2735/1999, at the time the arbitration agreement was concluded (and regardless of its admissibility or validity) but also during the negotiation and conclusion procedures of the supply Contract the Respondent was aware of the disputes that may arise from it as international [and] commercial and for this reason agreed to arbitration by the International Chamber of Commerce (ICC) in connection with which Article 1 paragraph 1 of the Rules of Arbitration defines that the function of the International Court of Arbitration of the ICC is the "the settlement by arbitration of business disputes of an international character."

(8) It is worth noting that the reference to disputes to arbitration according to the Rules of Arbitration of the ICC is included not only in said contested supply contract for the C4I Systems but also in the decision of the Ministry of National Defense which awarded the supply of the C4I Olympics Safety Systems (Φ600/AΠ 9092 Σ.16 May 13, 2003, paragraph 24). It is certain thus that this term was also a negotiated point since in the call for tenders for the provision of the C4I Olympics Safety Systems (Decision MINISTRY of NATIONAL DEFENSE Φ600/44139 Σ.23 September 6, 2002) while a provision is made for the resolution of differences through arbitration (paragraph 16) no reference is made to arbitration of the ICC something which was finally included in the award decision. Consequently these facts must also be taken into consideration in the search for the parties true intents both subjectively (Civil Code 173) as well as objectively (Civil Code 200), which leads to the conclusion that (and irrespective of the direct application of Article 1 of Law 2735/1999) and according to the understanding and intent of the parties the disputes which might possibly arise from the contested contract were commercial, subject to the present arbitration.

13. Law 2735/1999 as a legal basis for the lawful assumption of arbitration agreements

(1) In light of the above (under C11 and C12) the present arbitration comprises an international commercial arbitration according to the definition of Article 1 of Law 2735/1999 and is governed by the provisions of said law.

(2) The question however arises whether Law 2735/1999 forms a legal basis for the assumption of valid arbitration agreements, in other words ifit falls within the scope of the "law" as this term is used in paragraphs 1 and 2 of Article 94 of the Constitution ("as the law provides").

(3) Respectively, it must be noted that for private disputes no matter has arisen nor does it appear that any different opinion or question either in theory or in case law that Law 2735/1999 comprises the legal basis which is required by the Constitution (Article 94 Par. 2) for the removal of private disputes from the jurisdiction of the civil courts and their subjugation via agreement to arbitration. It is worth noting also that it is generally accepted without contradiction or challenge to the contrary that international commercial disputes which in accordance with other provisions (of national law) are characterized as private following the implementation of Law 2735/1999 (which is also newer than the Code of Civil Procedure and more specific since it references only certain private disputes, in other words international commercial ones, while Article 867 of the Code of Civil Procedure refers to all private disputes) are included hence in Law 2735/1999 and not in the Code of Civil Procedure. Consequently the legal basis for the validity of the relevant arbitration agreements is found in this law.

(4) Moreover it does not appear that the matter of whether Law 2735/1999 comprises a legal basis for subjugation to arbitration via agreement has yet been addressed in either the case law or in theory of disputes which under other provisions (such as Article 94 paragraph 1 of the constitution or Article 1 of Law 1406/1983) are characterized as administrative disputes but which at the same time and irrespective of this are included according to the above (under C 10-12) as international commercial [ones] in Article 1, and therefore fall within the scope of application of Law 2735/1999. However, for the sake of consistency, the same solution which was referenced above for private disputes must be given to this issue as well. Indeed, the stipulation of the first paragraph of Article 94 of the constitution which concern administrative disputes ("as the law provides") is identical to the stipulation of the second paragraph which concerns private disputes ("as the law provides") and for private disputes Law 2735/1999 is deemed without challenge and without contradictory opinions that it comprises as per Article 94 Par. 2 of the constitution legal basis for valid arbitration agreements. Consequently, also without challenge it must be accepted that the same law comprises the legal basis which is required by the identically stipulated Article 94 Par. 1 of the constitution for the conclusion of a valid arbitration agreement for this category of administrative disputes, in other words for those which concurrently fall also within the definition of international commercial disputes as per Article 1 of Law 2735/1999 (except those for which - as foreseen by Article 1 paragraph 4 of Law 2735/1999- there exist provisions of laws which specifically exclude them from arbitration, which does not appear to be the case for the contested dispute nor has either of the contesting parties claimed anything along these lines).

(5) The recognitionbyLaw2735/1999 of the arbitration agreement as reasons for removal from the civil courts and subjugation to arbitration of the disputes which fall under Article 1 of said law arises from the sum of its provisions, a prerequisite for which is the subjugation of the dispute to arbitration based on the agreement foreseen by Article 7 of the law but which is also expressly provided in Article 8 of said law (the "negative" result of the arbitration agreement, See also Model Law Commentary, under Article 8, Par. 1), which provides that when an arbitration agreement exists the court before which a suit is brought refers the case to arbitration (provided that the related application is submitted in a timely manner) while Article 9 provides that the arbitration agreement does not prevent the court from ordering protective measures, and consequently by disassociation it is concluded also from this provision that it prevents the adjudication of the essence of the dispute by the courts. Finally, same said Article 7 of Law 2735/1999 does not simply describe the term arbitration agreement but also contains the recognition of it as "the important legal document which comprises the basis and justification of an arbitration" (See also Model Law Commentary, under Article 7, Par. 1 and 2-4).

(6) However remanding to arbitration as per Article 1 Law 2735/1999 of international commercial transactions (in other words international provisions) and the Greek State, serves also the interests of the Greek State since if the possibility of a remand to internationally accepted arbitration did not exist many suppliers or providers of services from abroad would hesitate to participate in tenders or negotiations for contracts with the Greek state, which would deprive the Greek state from the capability of negotiating with more candidates and having more selections of better products and the chance of achieving better terms in its agreements.

(7) For this reason many provisions of Greek legislation make the conclusion of an arbitration agreement more desirable (and other terms of agreements by way of derogation restrictions applied to transactions of a purely domestic nature) in the international transactions of the Greek state. Indicatively we reference the exception from the restrictions Article 49 IntroN Code of Civil Procedure (in other words the existence of an opinion of the plenary of the legal council of state) in the case of international transactions (See Article 8 Par. 1 of Legislative Decree 736/1970 and An (Plen.) 8/1996 EMAvq 1996 p. 1052, EEN 1996 p. 32, ΕΝΔ 1996 p. 448, See also other such provisions below) under r14(13) (e) and Γ14(14)(e)).

(8) The fact that Law 2735/1999 does not make an express reference to administrative disputes cannot support the interpretation that said law does not include such disputes (with the argument that if it wished to include them it would contain a related provision), as Law 2735/1999 incorporates into Greek legislation the UNCITRAL Model Law, in other words an international text which could not refer to distinctions of Greek national legislation and which in fact consciously sought to distinguish the characterization of international commercial disputes from any characterization attributed to them based on the national legislation of any country (See also Model Law Commentary, under Article 1, Par. 19). However it also intended to include disputes with state entities (See also Model Law Commentary, under Article 1, Par. 21). Moreover Law 2735/1999 does not make reference either to private disputes but in spite of that the fact that private disputes are subject to it is not challenged. Finally, Law 2735/1999 - and through it the incorporation into Greek legislation of the UNCITRAL Model Law- cannot be interpreted (in other words questioning the intent of the legislator) with arguments derived from other laws such as Law 2717/1999 (Code of Administrative Procedure), which does not contain a provision for the possibility of subjugation of administrative disputes to arbitration such as the Code of Civil Procedure) in relation to which Law 2735/1999 is also newer and more specific, since as per the above analysis it concerns only one category of administrative disputes, namely those which concurrently comprise international commercial disputes in accordance with Article 1 of said law.

(9) In light of the above given that the present arbitration (irrespective of the characterization of the contested dispute according to other provisions) comprises an international commercial arbitration and that the dispute which is brought before [it] [is] an international commercial dispute [sic.], in accordance with Article 1 of Law 2735/1999, it is not necessary to examine whether the dispute brought before it is a private or an administrative dispute in accordance with paragraphs 1 and 2 of Article 94 of the constitution, since in either case it can be subjected to arbitration via agreement, hence the related arbitration agreement is valid and the legal basis for it consists of Law 2735/1999.

14. The validity of the arbitration agreement in accordance with Presidential DecreeΠΔ 284/1989

(1) Additionally the arbitration agreement (clause) contained in Article 28 of the contested Contract is valid in accordance also with Article 69 paragraph 7 of Presidential Decree 284/19895 for the procurement of the armed services, which was also in effect at the time of signing of the contested Contract (Presidential Decree 284/1989 was abolished by Article 71 of Law 3433/2006) and according to its provisions the contested contract was lawfully assumed.

(2) More specifically Article 1 of Presidential Decree 284/1989 states that: "The present Presidential Decree exclusively regulates the procedures for the supply construction works in provisions of services taking place in the interior and the exterior of the nation under the care of the Ministry of National Defense in execution of any of its needs".

(3) Moreover Article 1 Par. 1 of Law 2292/1995 on the organization and operation of the Ministry of National Defense states that: "National defense includes the sum of operations and activities developed by the state aimed at the protection of the national territory, national independence and sovereignty and the safety of the citizens against any external attack or threat, as well as in supportof national interests", while paragraph 3 of the same Article states that "the chief decision-making body for matters concerning exercising defense policy is the Government Council for Foreign Affairs and Defense (KYSEA)» and Article 3 of the same law (duties of KYSEA) states that KYSEA has the authority to approve "the major supply and production programs for defense means and materials" (element c') and to decide "on matters for the regulation of which the cooperation of more than one ministry is required" (element ιη').

(4) Concurrently Article 5 Par. 1 of Law 2833/2000 states that: "7. The security of the Olympic Games is the responsibility of the Greek police, at the headquarters of which is formed a special agency with the title "Olympic Games Security agency" for the central design and coordination of all those agencies involved in matters of security and order in the preparation and execution of the Olympic Games 2004", while paragraph 2 of the same Article states that: "2. For the execution of its mission the above agency cooperates with all those agencies involved i n the preparation and execution of the Olympic Games 2004. The subject and the manner of the cooperation and anything related thereto are regulated by joint decisions of the Minister of Public Order andthe Minister of Culture andother Ministers as the case may be".

(5) Finally Article 1 of Law 2800/2000 concerning the Ministry of Public Order (now ministry of Citizen protection), states that: "The Ministry of Public Order, within the scope of the constitution andlaws, has as a mission: a) the establishment and maintenance of civil order, b) the protection of public and state safety".

(6) From the above provisions it arises that the security of the Olympic Games was assigned pursuant to Article 5 of Law 2833/2000 to the Greek police and consequently it fell primarily under the jurisdiction of the Ministry of Public Order in accordance also with its organizational law. However, this assignment was not exclusive since from Article 5 of Law 2833/2000 (paragraphs 1 and 2) it arises that the proposed Olympic Games Security agency has the authority for "a nd coordination of all those agencies involved in matters of security and order» (Par. 1) and For the execution of its mission the above agency cooperates with all those agencies involved (Par. 2) among which undoubtedly also is the Ministry of National Defense since the safety of the citizens against any external attack or threat also falls under its duties (Article 1 Par. 1 Law 2292/1995) and security measures of the Olympic Games undoubtedly were aimed at the safety of the citizens from external attack during the Olympic Games.

(7) Consequently KYSEA as the qualified governmental agency for the regulation of matters which fall under the duties of the Ministry of National Defense and for which the cooperation of more than one ministry is required (Article 3 Par. 3 item. ιη' of Law 2292/1995) legally according to the authority of each (a) with its decision dated 1/1.23.2003 it authorized the MINISTRY of NATIONAL DEFENSE to directly negotiate with each participant in a previously unsuccessful procedure for the awarding of implementation of the C4I Olympics Security program in accordance with Presidential Decree 284/1989 by application of articles 6 Par. 2θ, 71 Par. 1b and 73 Par. 1b, 13 and 1ζ of same, which expressly references the decision but also in accordance with the provisions of articles 71 Par. Ιa and 1e, 73 Par. ΐη and 76 Par. 1 and 3, which do not reference the decision, the execution of which decision number Φ.600/9024/Σ3 of 1-29-2003 of the Minister of National Defense was issued with which the implementation of the programs approved (Par. 1b) and the program is characterized as "classified" and "urgent", (b) with its decision a no. 2 of 2-27-2003 it selected the joint venture SAIC Team, as the preferred contractor for the continuation of negotiations and (c) with its decision no. 1/3-13-2003 it decided to award the implementation of the C4I programmed to the joint venture SAIC Team, in the amount of 254,999,000 Euro.

(8) So qualified, the Minister of National Defense (based on the above decisions and the above laws) approved the awarding of C4I Olympics Security systems to the company Science Applications International Corporation (in other words the Claimant) with his decision Φ.600/ΑΠ.9092/Σ.16 of May 13, 2003 relevant to which 26 documents (α' - κστ') are listed which are referenced in the previous procedure, in paragraph 1 of the decision a series of provisions (α-ι) are listed also in Presidential Decree 284/1989 «regarding supply, construction, execution of works of the armed forces» (under η) and its authorizing law namely Legislative Decree. 721/1970 «on Financial Considerations and accounting of the armed services» (under α').

(9) And in light of all of the above there remains no doubt that the contested contract was the subject of a negotiation and was assumed in accordance with the provisions of Presidential Decree 284/1989 and that this occurred lawfully and according to the legal procedures as presented above.

(10) Moreover Article 69 (dispute resolution) of Presidential Decree 284/1989 in its paragraphs 1-6, defines an administrative procedure for the resolution of certain disputes particularly in connection with the receipt of provisions. Given that paragraph 7 states that: "Particularly for provisions of major importance, the resolution of disputes is determined by the related contract. In this case there will be a related provision within the specific terms of the relevant call for tenders," the question is raised whether this provision comprises a legal basis for the validity of the arbitration agreement (clause) included in Article 28 of the contested Contract.

(11) Regarding this matter it must first be emphasized that the letter of the provision of paragraph 7 of Article 69 Presidential Decree 284/1989 is clear («for provisions of major importance, the resolution of disputes is determined by the related contract ») and there is no doubt that the provision of the Olympics Security C4I System is a «provision of major importance», while the resolution of the disputes via arbitration is foreseen both by Article 16 of the 6 September 2002 invitation to express interest (MINISTRY of NATIONAL DEFENSE Decision Φ.600/44139/Σ.23 of Sep. 6, 2002, which was issued in execution of the 12-6-2002 decision of the Cross Ministerial Committee Coordinating Olympic Preparedness -ΔΕΣΟΠ, but also find its legal basis in the above referenced provisions for even a partial authority of the MINISTRY of NATIONAL DEFENSE) as well as a Article 24 of the approval decision of the provision (MINISTRY of NATIONAL DEFENSE Decision Φ.600/ΑΠ 9092/Σ.16 on May 13, 2003).

(12) The Respondent however claims that paragraph 7 of Article 69 of Presidential Decree 284/1989 does not authorize a legal basis for the valid assumption of an arbitration agreement (and consequently the arbitration clause contained in Article 28 of the contested Contract is invalid) because said paragraph must be interpreted narrowly due to its placement in Article 69 which (in its entirety) refers only to the administrative resolution of only certain disputes (particularly in connection with taking receipt of supplies) and consequently a different manner of dispute resolution may be foreseen for provisions of major importance, but always disputes similar to the dispute which are referenced in the previous paragraphs and which concern the receipt of supplies and always with an administrative procedure similar to that foreseen by the previous paragraphs of the same Article 69.

(13) (a) however, the customary interpretation, in other words interpretation based on the position of a provision, which the Respondent attempts despite that a certain cases it comprises an interpretive aid in the search for the meaning of a provision, does not suffice to justify a contradictory interpretation (particularly a provision which is so clear) unless it is combined also with other interpretive approaches and particularly a teleological one.

(b) Moreover even from a systematic view point one cannot disregard that paragraph 7 (in an Article with the title «dispute resolution») was found at the end of the article and obviously intended to clarify (so as to achieve different legal handling, in other words a different manner of dispute resolution) the provisions of major importance, and consequently the a contrario interpretation of paragraph 7 in connection with the previous one is what the legislator intended. Whether this different manner of dispute resolution (which is certainly what paragraph 7 intends to achieve) and which will be agreed upon in the Contract must be subject to certain restrictions (as to the type of disputes, namely regarding the receipt and for the administrative type of resolution) there do not appear to be convincing arguments based on a previous paragraphs.

(c) the fact that later (via Article 31 of Presidential Decree 189/1997) an eighth paragraph was added which concerns once again the dispute resolution committees (costs) it does not convince that paragraph 7 also concerns a similar procedure dispute resolution because on the one hand it does not change the fact that paragraph 7 very intentionally seeks to establish a different manner of dispute resolution for the provisions of major importance, in fact a manner to be agreed upon in the Contract and on the other hand the customary interpretation bears some weight of legislative principle while the addition of a paragraph with a subsequent law after paragraph 7 whereas it possibly should have been included before, can very well comprise a legislative defect.

(d) Moreover the historical interpretation (in other words what was provided by the earlier Presidential Decree 785/1978) may aid in the interpretation taking into consideration that Presidential Decree 284/1989 intended to precisely amend and supplement (and translate) Presidential Decree 785/1978. Indeed, Presidential Decree 785/78 in Article 69 paragraph 6 (in its last section which was respective to paragraph 7 of Article 69 Presidential Decree 284/1989) provided that: «More specifically for provisions of major importance from foreign companies, the Committee shall be constituted as provided in the relevant contract, and be entitled to examine also any dispute relating to the interpretation and execution of the Contract».

(e) From this provision (which is another example of a provision where the legislator favors arbitration for the state in international disputes) the objective is also clear (teleological interpretation) as is the purpose of the amended provision (in other words of paragraph 7 of Article 69 of Presidential Decree 284/1989) and the purpose of the modifications. Indeed it is clear that the last section of paragraph 6 of Presidential Decree 785/78 attempted, for provisions «of major importance» «from foreign companies» for the dispute resolution committee be composed not as foreseen by the Presidential Decree for the other provisions but «as foreseen by the relevant contract» (consequently in accordance with the contract it could also be composed for example as foreseen by the rules arbitration of the ICC) and it could «examine also any dispute relating to the interpretation and execution of the Contract» (in other words to have the breadth of a full arbitration such as that foreseen by Article 28 of the contested Contract).

(f) The reason for such a regulation is clear and is that which is referenced in paragraphs C13(6) and (7) above, namely for major procurements many foreign companies are not willing to accept dispute resolution from the committees of the Presidential Decree and/or the courts (something which in the final analysis worked against the Greek state since it limited its candidate suppliers and thus its capability to achieve good procurements under good terms) and for this reason Presidential Decree 785/78 permitted the committees to be composed in a manner which would be agreed upon and which would have the authority to resolve all disputes arising from the contract. The fact that the above regulation of Presidential Decree 785/1978 (in other words arbitration with the agreed upon committee composition for the resolution of all differences from the interpretation and execution of the Contract) is contained in the last section of paragraph 6 of Article 69 (the remainder of which concerns the administrative resolution of disputes regarding receipt) shows that the position of a provision (systematic interpretation) is a much smaller importance than its letter (literal interpretation) in connection with its purpose (teleological interpretation).

(g) with the amendment of Presidential Decree 284/1989, paragraph 7 of Article 69 in actuality broadened (clearly to the benefit of the Greek state) the previous regulation to firstly, apply to all provisions of major importance (in other words even if they are from foreign companies) and secondly that the agreement regulate not only the composition of committees but generally the manner of dispute resolution (in other words either by the regular courts or by arbitration) and in the event of arbitration the form of the Arbitral Tribunal and the entire procedure without the (new) paragraph 7 imposing any restriction as to the subject of the arbitration.

(h) In light of the above, for Presidential Decree 284/1989 (Article 69 Par. 7) to be interpreted a contrario to Presidential Decree 785/1978 (Article 69 Par. 6) and for the conclusion to be made that with the amendment of Presidential Decree 284/1989 the legislator, despite the clear letter of the provision, did not intend to broaden the previous regulation but rather to limit it so that provisions of a major importance cannot be subjected to arbitration for any dispute and with agreed upon dispute resolution bodies, does not serve any purpose as such an a contrario interpretation must not be accepted without being combined with a teleological interpretation as it leads to erroneous conclusions.

(i) In light of the above it is clear that the limitation of the clear letter and the spirit of paragraph 7 of Article 69 of Presidential Decree 284/1989 is not justified.

(14) (a) Given however that Presidential Decree 284/1989 is a Presidential Decree while forthe valid assumption of an arbitration agreement which transfers a dispute from the courts to arbitration, a law is required (in accordance with Article 94 Par. 1 and 2), that which remains to be investigated is the legislative authorization for Presidential Decree 284/1989 and particularly in connection with its capacity to allow the conclusion of an arbitration agreement for disputes which arise from contracts which are assumed via the procedures of Presidential Decree 284/1989.

(b) In this regard it must be noted that Presidential Decree 284/1989 was issued by authorization of paragraph 5 of Article 50 of Legislative Decree 721/1970. More specifically paragraph 5 provided among other things also the following:

"5. Through royal decrees, issued at the proposal of the Ministers of National Defense and Finance, the following are defined in each case of procurement, constructions and works, conducted in the interior of the nation and abroad under the branch of the armed services:"

"k. The procedure for conducting tenders, their awarding, submission and adjudication of appeals"

"v. The manner of inspection and receipt, rejection of procurement, arbitration, as well as the composition, purpose and functioning of central or regional committees for receipt, inspection and arbitration."

"υ. The specific terms and procedures for procurement originating abroad, by way of derogation of the regulations on provisions for the armed services"

« φ. The fees paid to the participating military, civil employees and persons outside the agency, to the committees conducting the tenders, advising, receipt and arbitration."

«ψ. Any other related provision and detail. »

(c) These provisions, via royal and now presidential decrees, provide authorization for the determination of "the manner... of arbitration" (item n) and make reference to remuneration of "persons outside the agency" participating "in committees arbitration" (item φ).

(d) Again, a contradictory interpretation of the term "arbitration "could not be supported with the justification that the historical and even more so neglectful legislator of Legislative Decree 721/1970 (and more specifically the authorizing provision of paragraph 5 of Article 50) did not give a broader authorization for the manner of arbitration but had in mind (and restricted its authorization) exclusively and only to the restrictive advisory arbitration of Article 16 of development law 654/1937 (Α162) in other words the text which had been legislated 33 years earlier and at a time when a binding arbitration agreement was very limitedly accepted even in private disputes, i.e. [it was only accepted] in commercial ones, (See Code of Civil Procedure namely Law 2/14 Apr. 1834 Apr. articles 106-110)6 and indeed the same authorizing provision (namely paragraph 5 of Article 50 of Legislative Decree 721/1970) has been used as a legal basis for arbitration in the last section of paragraphs 6 of Article 69 of Presidential Decree 785/1978 which concerned procurement from abroad and defined binding arbitration for all disputes arising from the Contract and the composition of arbitration committees based on the agreement of the parties which, as per the above, broadened Presidential Decree 284/1989.

(e) Independently of the above however via section υ of paragraph 5 of Article 50 of Legislative Decree 721/1970 authorization is granted for the regulation of specific terms and procedures «procurement originating abroad, by way of derogation from the regulations on provisions for the armed services» (and this is another provision which provides broader capabilities for the assumption of international contracts, including also arbitration [agreements] by way of derogation of the other provisions) while section ψ states that the issued orders may also foresee «any other related provision» including also an arbitration agreement as a related provision.

(f) In light of the above the legislative authorization for paragraph 7 of Article 69 of Presidential Decree 284/1989 (but also the legal basis for arbitration clauses) is found not only in sections n and f of paragraph 5 of Article 50 of Legislative Decree 721/1970 but also in sections υ and ψ of the same paragraph, which is further reinforced by the fact that the contested contract was concluded based on the special provisions of articles 71, 73 and 76 of Presidential Decree 284/1989 which permit "procurement without following the regular procedures" (Article 71 Par. 1) and with "the direct appointment of procurement without tenders" (Article 73 Par. 1) and without a restriction being placed as to the content of the related contracts, allowing also the arbitration agreement.

(g) In light of the above, paragraph 7 of Article 69 of Presidential Decree 284/1989 constitutes a legal basis for the assumption of a valid agreement for remand to arbitration of disputes which arise from contracts of major importance concluded in accordance with Presidential Decree 284/1989 and hence the arbitration clause which is contained in Article 28 of the contested Contract as well. A further legal basis for the permissibility of said arbitration agreement constitute also articles 71 Par. 1 and 73 Par. 1 which in the interest of the Greek state allow in certain instances (including the one being contested) the direct awarding of a procurement [contract] and without following regular procedures and without restrictions as to the content of the related contracts. Consequently the arbitration clause in Article 28 of the contested Contract is valid.

(h) Moreover, since the Respondent itself included an arbitration agreement both in the initial invitation to express interest as well as in the decision for the awarding of the provision and finally in the contested contract, it is obvious that it itself accepts that Article 69 Par. 7 and generally the provisions of Presidential Decree 284/1989 (in accordance with which the contract was assumed) permitted it to enter into a valid arbitration agreement and within the context of proper administration is not acceptable for it to attempt a different interpretation after the fact and to dispute the reasonable expectations of the other party who relied on the validity of the arbitration clause in Article 28 of the contested Contract, which according to the above was also the subject of negotiations.

15. The decision

In light of all of the above it must be accepted that the arbitration agreement contained in Article 28 of the contested Contract is valid and finds legal basis both in Law 2735/1999 as well as in Presidential Decree 284/1989 Article 69 Par. 7 but also in articles 71 Par. 1 and 73 Par. 1. Consequently, The Arbitral Tribunal has jurisdiction to adjudicate the disputes which arise from the contested contract rejecting claims to the contrary by the Respondent.

29.
(a) Moreover the Respondent with its briefs dated December 16, 2011 (p.52 under A5), claims that the contested contract is invalid or otherwise can be invalidated, due to corruption (bribery), in accordance with Law 2957/2001, due to fraud (as per articles 147 and 154 of the Civil Code) and due to contradiction to legislation regarding intermediary agents (Law 5227/1931) and to the provisions of articles 174, 178 and 179 of the civil code.

(b) Concurrently the Respondent maintains that this invalidity or otherwise ability to be invalidated, also affects the arbitration clause and for this reason the Arbitral Tribunal does not have jurisdiction over the contested dispute. Both the matter of invalidity, or otherwise capacity to be invalidated, of the Contract are examined below (in Chapter F, paragraphs 63-139) and it is accepted that there exists no instance of invalidity, or otherwise capacity to be invalidated, of the Contract and consequently there is no question of invalidity, or otherwise capacity to be invalidated, of the Arbitration clause for the same reasons.

(c) However, regardless of this, the arbitration agreement, even if it appears as a term (clause) in the main contract, comprises a separate and independent contract from the main (essential) agreement of the parties, and for it to be affected by reasons of invalidity, or the capacity to be invalidated, of the main Contract, this must be specifically justified.

(d) In this case however, even if the (main/ contested) Contract was invalid, or otherwise capable of being invalidated for the reasons claimed by the Respondent, this would not justify invalidity, or otherwise invalidation of the independent arbitration agreement, which is contained in the Arbitration clause (Article 28 of the Contract) and this because the agreement for remanding of disputes concerning the Contract to arbitration is already provided in Article 16 of the initial invitation dated September 16, 2002 to express interest (MINISTRY of NATIONAL DEFENSE decision Φ.600/44139/Σ.23 of Sep. 6, 2002, which was issued in execution of the June 12, 2002 decision of the Interministerial Coordination Committee Olympic Preparation-DESOP), in other words at a time when there existed no expression of interest by any Supplier candidate, in order for there to be an issue of corruption or fraud or a violation of law through intermediaries or other unlawfulness or immorality (the Respondent does not claim something to this effect, nor does this arise from any evidentiary fact). The arbitration agreement was repeated also in Article 24 of the decision awarding the provision (Ministry of National Defense decision Φ.600/ΑΠ 9092/Σ.16 of May 13, 2003).

(e) Furthermore, the remanding of disputes of contracts such as the contested one to arbitration, is not unusual, while the execution of the arbitration in accordance with the rules of the International Chamber of Commerce, which was added in term 24 of the award decision, constitutes an arbitration proceeding of high prestige, internationally recognized, and no one could claim (or does claim) that it was agreed as a result of corruption or that it had any causal link to corruption (even if the latter existed) or in violation of legislation regarding intermediaries, fraud or other unlawfulness or immorality.

(f) Further, the Arbitration clause which was finally included in Article 28 of the Contract, was not modified by any of the subsequent modifications of the Contract.

(g) Finally, Article 181 of the civil code, which provides that "the invalidity of part causes the invalidation of the entirety of the legal document, if it is concluded that it would not have been agreed without the invalid part» is not applicable to the contested arbitration agreement and this is because although it appears as a term of the Contract, the arbitration agreement is separate and independent of the Contract and not part of the main legal document, but also because of the nature and purpose of such clauses, as the contested one, is to resolve disputes arising from the main contract, including also its validity or invalidity.

(h) Consequently, the Arbitration clause was agreed to lawfully as per the above and is not subject to any form of invalidity, or otherwise capacity to be invalidated; it binds the contesting parties and constitutes the basis of jurisdiction of the Arbitral Tribunal and the claims of the Respondent to the contrary are rejected.

30.
Finally, the decision of the Arbitral Tribunal regarding affirmation of the validity of the Arbitration clause in Article 28 of the Contract, does not mean that all of the claims of the contesting parties fall within its jurisdiction and for any of the latter in regard to which the jurisdiction of the Arbitral Tribunal was questioned, the matter is judged upon examination of the respective claim.

D. WHAT WAS PROVEN

From the claims and admissions of both of the contesting parties and from the above referenced evidence the following true facts were proven:
31.
1. Following the June 12, 2002 decision of the Interministerial Coordination Committee Olympic Preparation-DESOP, the MINISTRY of NATIONAL DEFENSE took the responsibility for executing the procurement of the Systems for the Security of the Olympic Games"Athens 2004," which became known as C4I Olympics Security.
32.
2. On 7-16-2002 at a ministerial meeting, presided over by the then Prime Minister (with the participation of the then Ministers of Culture and National Defense, three Deputy ministers and the Secretary General of the Olympic Games) it was decided that the tender be conducted through negotiation proceedings with a limited list of companies. The installation of the Four-channel wireless communication system (TETRA), which was not included in the initial plan (Finding of the Parliamentary Examination Committee, p. 124-125), was also decided at that time.
33.
3. With an invitation to express interest (Decision MINISTRY of NATIONAL DEFENSE Φ.600/44139/Σ.23 of September 6, 2002), only three companies were invited to submit bids, namely the Claimant SAIC, another American company Thales Raytheon System Company (TRS), (who submitted bids) and the company «Titan», which did not submit a bid (See Minutes of the Parliamentary Committee and the Answer of the Respondent to the Request). Siemens was not invited to submit, nor did it submit a bid. The cost of the project had been budgeted at 211,287,575 Euro.
34.
4. With decision no. 1/1-23-2003 decision of KYSEA as the qualified governmental body for the regulation of matters which fall under (even partially) the duties of the MINISTRY of NATIONAL DEFENSE and for which the cooperation of more than one ministry is required (Article 3 Par. 3 point ιη' of Law 2292/1995) deemed the two bids (that of SAIC and of TRS) as unprofitable and lawfully in its qualification with its decision 1/1-23-2003 authorized the MINISTRY of NATIONAL DEFENSE to proceed with direct negotiations with each of the participants in the prior unfruitful procedure for the awarding of the execution of the C4I Olympics Security Program in accordance with Presidential Decree 284/1989 in application of articles 6 Par. 2θ, 71 Par. 1β and 73 Par. 1β, 13 and 1ζ of same in execution of which decision Φ.600/9024/Σ3 of 1-29-2003 of the Minister of National Defense was issued with which the execution of the program was approved (Par. 1b) and the program was characterized as "classified" and "urgent."
35.
5. Thus began a new procedure with the submission of sealed financial bids but again only from the two companies above. The bid of SAIC came to 376,037,958 Euro, while the one of TRS to 398,510,675 Euro. These bids were deemed unacceptable, because they exceeded the budget of the project excessively. On February 21, 2003 new bids were filed by the above companies with a discount from SAIC of 15.44% and from TRS 20.11%. Negotiations followed and based on these (and the relevant minutes of the Evaluation/ Negotiations Committee dated 2-22-2003) KYSEA with its decision 2/2-27-2003, selected SAIC as the preferred contractor for continued negotiations. On March 12, 2003 the Claimant filed its final financial bid, which came to 254,999,000 and KYSEA with its decision no. 1/3-13-2003 decided to award the implementation of the day C4I program to the joint venture SAIC Team, against an amount of 254,999,000 Euro.
36.
6. Subsequently the minister of national defense (based on the above decisions and laws) awarded the provision of the C4I Olympics Security Systems to the company Science Applications International Corporation (in other words the Claimant) with its decision Φ.600/ΑΠ.9092/Σ.16 of May 13, 2003, relevant to which 26 documents (α' - κστ') are listed, which refer to the preceding procedure, while in paragraph 1 of the decision a series of applicable provisions (a-i) are listed among which also Presidential Decree 284/1989 "regarding provisions, construction and execution of works of the armed forces" (under n) and its authorizing law namely Legislative Decree. 721/1970 "regarding financial matters and accounting of the armed forces" (under a').
37.
7. Based on the above, on May 19, 2003 Contract 020A/03 was concluded between the Claimant, as supplier, and the Respondent, as purchaser, the object of which was, in accordance with Article 3.1 of the contract itself, the study, design, construction, installation, testing, certification, fulfillment, development, sale, provision of services, as applicable and "turnkey" delivery of the C4I Olympics Security Systems, compatible and interoperable between them, as defined in annex A of the Contract as a unified total, which constitute a security information and operations support system titled "Command Control Communications Coordination & Integration - C4I" related to security of the 2004 Olympic Games initially and subsequently for permanent use by the Greek police, the fire brigade, the coast guard emergency services (hereinafter "C4I System"). Based on the Contract, the C4I System consists of three Systems: (a) the command decision support system - CDSS, consisting in total of 7 subsystems, (b) the communications and information system - CIS, consisting of 13 subsystems and (c) the command support system- CSS, consisting of 10 subsystems.
38.
8. The initial contract was subsequently amended by the following amended contracts: (i) the 1st Amendment dated December 23, 2003, (ii) the 2nd Amendment dated April 7, 2004, (iii) the 3rd Amendment dated June 25, 2004, (iv) the 4th Amendment dated August 5, 2004, (v) the 5th Amendment dated March 29, 2007, (vi) the 6th Amendment dated September 11, 2007 and (vii) the 7th Amendment dated October 27, 2008. Amendments 1-4 were made by the Ministry of National Defense while modifications 5, 6 and 7 were made by the Ministry of Public Order as prior to the fifth Amendment the C4I project pursuant to the joint ministerial decision of the Ministers of National Defense and Public Order, under no. 249101 dated 08.10.2006 which was issued by virtue of Article 19 LAW 3483/2006, the project came under the direction of the Ministry of Public Order (now Ministry of Public Order And Citizen Protection).
39.
9. The systems and Subsystems of the C4I System have (Article 3 of the Contract, as in effect after Amendment 4 with the addition of Subsystem 22A) more specifically as follows:

SYSTEMNOSUBSYSTEM
Comman 1 Decision Support Subsystem
2 Common Desktop Subsystem
3 Design Preventive Investigation & Bombing Incident Response Operations Subsystem
4 Design and Management of Security of Dignitaries & Athletes Subsystem
5 Various administrative Subsystems
6 Fire Brigade Special Applications
7 Coast Guard Decision Support Subsystem
Commun 8 Management Center Subsystem (CIS)
9 Local Subsystem
10 Airborne Video Network Subsystem
11 Airship
12 Olympic Security Data Network
13 Study SUBJECT IAW Fire Brigade
14 Port Security System of the Coast Guard
15 Airborne Video of the Coast Guard
16 Automatic Vehicle Location (AVL) Subsystem
17 CCTV Network CCTV Traffic Control Subsystem
18 CCTV Network Olympic Village
19 CCTV Network Olympics Facilities
20 Digital Multichannel Radio System for Olympic Security
Command Control System (CCS) 21 ΟΣΚΑ
22 ΟΚΑ
22Α ΟΚΑ – Upgrade of GADA Facilities
23 ΟΠΚΑ ΟΑΚΑ Stadium
24 ΟΠΚΑ Elliniko
25 ΟΠΚΑ Faliro
26 ΟΠΚΑ Olympic Village
27 Special Command Centers Fire Brigade
28 Special Command Centers Coast Guard
29 Greek Police Mobile Operations Unit
30 Mobile Operations Centers of the Fire Brigade

40.
10. The most significant of the modifications was Amendment 5. In the scope of Amendment 5 (which comprised also a complete restructuring of the codification of the Contract) there was a differentiation as to the handling of the Subsystems in relation to their receipt and certain Subsystems which had for the most part been used during the Olympic Games of 2004 (and which in the communications between the parties were referred to as "as is" Subsystems) would be received soon after the signing of Amendment 5, while for the remainder of the Subsystems their delivery would occur at a later date and after according to the Claimant they were brought up to date and upgraded in order to be more suitable for their "post-Olympics" use, while according to the Respondent it would be configured given that they were not at all configured or not satisfactorily configured within the deadlines of the initial Contract.

Thus in accordance with Article 8 of the Codification of the Contract (as amended by Amendment 5 subsystems 8-12, 16, 17 and 18-30 were deemed as "As is" (but with additional testing and a later delivery date for Subsystem 17), while subsystems 1-7, 14 and 15 were the so called remaining subsystems.

41.
11. In addition Amendment 5 included more specific regulations for the delivery of the Subsystems and the system in its entirety such as more specific specifications for the configuration of Subsystems 1-7 (of the Command Decision Support System).
42.
12. More specifically in connection with the delivery the drafting of a System Quantitative and Qualitative Receipt Protocol (QQRP) by the Inspection Committee for Receipt of Provision (ICRP) of C4I Systems for each one of the subsystems and in the end an overall QQRP related to the receipts of the entirety of the C4I System was required. Prior to the drafting of each QQRP particularly for the remaining subsystems (namely 1-7 and 14 and 15 but also 17) it had been agreed (Article 8) that testing would be conducted based on an agreed upon procedure and finally a General Test of the C4I System. During the testing of subsystems 1-7 the existence of interoperability between them and the remaining subsystems would also be tested as according to the contract they should have contact with the Command Decision Support System and its subsystems. The General Test was aimed at determining the successful integration of all of the subsystems of the system (with certain exceptions) which have contact with the Command Decision Support System (term 8.7 of the Contract) in order that (in accordance with term 9.1 of the Contract) the system be delivered ready for full commercial use in accordance with articles 3 (Object of the Contract), 5 (Specifications) and 8 (Acceptance Procedures). According to this Article 3 the C4I Systems, must be delivered as a turnkey solution (as described by Article 2 of the Contract), compatible and interoperational between them, as defined in the annex, as a unified whole.
43.
13. With Amendment 5 the System Requirements Specifications SRS were also defined in a detailed manner for the configuration and completion of subsystems 1-7, which comprise the "Command Decision Support System."
44.
14. Within the context of the negotiations for Amendment 5 and analysis of the requirements and the configuration of the requirements/specifications of the system had been made, while during the application phase of what was agreed upon with Amendment 5 the application would occur in three main phases, namely (a) the detailed analysis of the configuration phase, (b) the design phase and (c) phase of execution/ application. The acceptance test of the subsystems and of the C4I System in its entirety would follow. A concurrent phase / obligation was also the training of the users (see e.g. Keeney Par. 22 et seq. and Vandalis Par. 15).
45.
15. In connection with the detailed analysis of the configuration phase it must be noted that the C4I Security Systems which the Claimant provided consisted of Commercial off-the-shelf-COTS products (See Vandalis Par. 14 and Keeney Par. 26) which had to be configured to the needs of the Respondent and consequently their configuration and/ or interoperability and their operation as a unified whole for the needs of the Respondent was the main subject of the Contract.
46.
16. Precisely because the purpose of the Contract was the configuration of the subsystems to the needs of the Respondent, during the detailed analysis of the configuration phase the cooperation of the Respondent and its provision of the necessary information (Information Provided by the Buyer-BFI) was indispensable and for this reason the specifications required the provision of such information in four phases, calculated in days following the signing of Amendment 5 (March 29, 2007), namely0days,30 days, 90 days and150 days.
47.
17. For the detailed analysis of the configuration phase, the duration had not been agreed upon in the Contract. However this phase would be completed with the configuration analysis document. The next phase (namely the design phase) would begin after the completion of the configuration analysis phase.

However there was an agreed upon deadline for the delivery of the total project, which was 19 months following the signing of Amendment 5 (which occurred on March 29, 2007) namely October 29, 2008. More specifically term 9.1 provided for the delivery of the project within sixty-one (61) months after activation of the initial Contract, which was signed on May 19, 2003 and was activated on May 28, 2003. However, in Annex Β (which contains a timeframe of activities) reference is made to 65 months. In any event, the Claimant submitted on October 29, 2008 to the Respondent a summary statement of proper execution of the project, as resulting-according to the statement- from the testing of the subsystems and the final test, and this date did not constitute a matter of dispute between the parties.

48.
18. Besides the provision of the C4I System, with the contract (Article 4) the construction, installation and deployment of a TETRA network was agreed, the ownership of which is not transferred to the Respondent (unless transfer occurs with a separate written agreement), but the Respondent would have exclusive use of it, while the Claimant would provide for 10 years of exclusive use, operation and maintenance services for the TETRA network. The provision of these services was phase Β of the total agreement (the revision of the C4I System comprised the phase A).
49.
19. With Amendment 7 it was agreed that the training for the CDSS would be completed after the delivery of the project.
50.
20. Gradually QQRP's began to be issued for the various subsystems at different times (which are referenced at other points of the present decision to the extent to which they serve its purposes). Here however it must be noted that for most of the subsystems the QQRP indicates that the related Subsystem fulfilled the terms of the Contract and could be delivered with non-major discrepancies or deficiencies. The ICRP (dated 06.06.2007 prot. no. /2004-00/6/2-κβ Protocol) unanimously rejected Subsystem 16 AVL) and it was accepted with the final QQRP (as per below). The ICRP (dated 525-2007 prot. no. 2004-00/6/2-a) rejected the majority of Subsystem 20 and following the appeal of the Claimant to the dispute resolution committee, said committee with its dispute resolution protocol dated 6-29-2007 deemed that Subsystem 20 should be received with discrepancies.
51.
21. Finally the ICRP with the November 14, 2008 (prot. no. 2004-00/6/2-οζ) System Quantitative and Qualitative Receipt Protocol of the C4I Olympics Security System ruled unanimously that the C4I Olympic Security System fulfills the terms of the Contract and could be received with unsubstantial omissions and deviations and defined an amount and percentage of reduction in the contractual price for each subsystem and for the C4I overall.
52.
22. Moreover the ICRP with the dated October 27, 2009 (prot. no. 2004-00/6/2-ρκb) Protocol decided unanimously on the rejection of the training on subsystems 1-7, due to substantial deviations from the terms of the contract.
53.
23. the no. 9008/13/216-ρνδ/12-16-2009 and 9008/13/216-ρπθ/5-25-2010 decisions of the minister of Citizen Protection followed, with which the provided training services on Subsystems 1-7 were rejected (following a prior invitation for their provision anew) and the provider company was declared in default of the Contract to the extent of the art which concerns the training services on Subsystems 1-7.
54.
24. Concurrently with decision no. 9008/13/216-ρπε/21.4.2010 of the Deputy Minister of Citizen Protection it was decided that the final delivery and final acceptance of the C4I System not be approved, because, in accordance with the decision, beyond the discrepancies and deficiencies listed in the QQRP (dated November 14, 2008) of the ICRP Committee, it does not appear that the provider proved and that the Acceptance Committee also verified that the System was in accordance with the Contract "unified and interoperational" and that it was delivered as a "turnkey" solution, in other words "fully operational and ready for commercial use."
55.
25. Subsequently the Respondent with the prot. no. 7739-ζ/5-25-2010 document of the Deputy Minister of Citizen Protection proceeded with partial termination of the Contract (excepting the TETRA network services and the Support and Maintenance Services of the individual subsystems).
56.
26. Finally with the prot. no. 7739-ΘΥ5-27-2010 and 7739-ι75-27-2010 documents of the Deputy Minister of Citizen Protection the forfeiture and the cashing of the letters of guarantee was sought 80,498/5-27-2003 (good performance) of INTESA SANPAOLO SPA (partial) for the amount of 15,770,610.00 Euro and the no. 101/Δ97250/182130 (down payment) of ALPHA BANK Α.Ε. for the amount of 3,106,765.29.
57.
27. It is worth noting that the actions of the Respondent, which refer to nos. 22-26 (paragraphs 052-056) above, took place after the present arbitration proceeding had already been instituted, following the Request of the Claimant dated June 16, 2009.

Ε. ISSUES REQUIRING DECISION

In the scope of the above real events, which were fully evidenced and essentially were not questioned by the parties, a series of disputed issues arose which are examined below as follows:

1. The validity of the Contract

58.
More specifically the Respondent has presented a claim of invalidity or otherwise invalidation of the Contract for a series of successive or subsidiary reasons, while during the convening of the Court of Arbitration matters regarding the validity of the modifications arose because the validity of the Contract concerns the sum of the claims of the Claimant and a series of basic counter claims which the Respondent presented in opposition to offsetting the matter of validity of the Contract (and the related counterclaims of the Respondent) examined first in priority against the other matters (under F, paragraphs 083-139). Since some of the reasons, based on which the invalidity, of the Contract or its potential to be invalidated is presented (corruption/bribery, violation of legislation on intermediaries) are connected to criminal proceeding, which is outstanding against former employees of the company Siemens and other persons who have not yet been identified, related to the matter of validity of the Contract examined also is the demand of the Respondent for postponement of the arbitration proceeding until after the conclusion of the criminal proceeding.

2. Receipt of the C4I System

59.
A second matter (on which other individual claims of the Claimant depend), according to its special claim of recognition, is whether the C4I System has been received by the Respondent and what are the legal consequences of receipt or non-receipt, particularly in a series of other claims of the Claimant. For this reason the matter of receipt, as a more general matter, is also examined prioritarily immediately following the matter of validity of the Contract (under G, paragraphs 140-182).

3. Arguments (Requests) by the Claimant

60.
Subsequently examined are (under H, paragraphs 182-315) the individual claims of the Claimant, essentially in the sequence which it presents them. These claims of the Claimant are examined in terms of theirlegality and material significance. However the total amount of the claim of the Claimant is determined at the end, following the examination also of the claims of the Respondent for reduction of the price, as well as the counterclaims for offsetting presented by the Respondent.

4. Counterclaims (Objections) of the Respondent

61.
Subsequently (under Θ, paragraphs 316-455) examined in the sequence they are presented are the individual counter claims presented by the Respondent's offsetting and which according to the Respondent constitute mostly the main reasons for the reduction in price (in addition to the amount of 21,466,551 Euro which is suggested in the QQRP) and alternatively offsetting objections.

5. Synopses

62.
In a separate chapter (I, paragraphs 456-478), there is a determination of which decisions were reached unanimously and which based on the majority followed by the minority and contradictory opinions but also different reasoning (Chapters IA, IB and IC) in a separate chapter (ID, paragraphs 671-687) summarized are the decisions on individual budgets presented by the parties and interest and costs of the arbitration are specified.

F. THE VALIDITY of THE CONTRACT

63.
The first matter the meaning of which is generally challenged by the contesting parties and the answer to which affects all of the claims of the Claimant and many of the claims of the Respondent is the matter of the Validity of the Contract.

I/ Invalidity or else invalidation of the Contract and related requests for offsetting

1. The objection of the Respondent

64.
The Respondent with its briefs dated December 16, 2011 (as it had reserved the right to also in the Framework Document) claims that the Contract (including also the arbitration clause contained in Article 28 of the Contract) is invalid or voidable (a) in accordance with Law 2957/2001 (OGG A 260/11-12-2001) regarding the Validity of the Contract of the European Council on matters of Civil Law on Corruption, which was signed in Strasbourg on November 4, 1999, (b) in accordance with articles 147 and 149 of the civil code, (c) pursuant to articles 174, 178 and 179 of the Civil Code and (d) pursuant to the Law 5227/1931 "regarding intermediaries." because itwas assumed to be the result of corruption orotherwise fraud by the Claimant to the Respondent regarding its capability to execute the project and indeed by the agreed upon deadline.
65.
Based on these claims the Respondent asks that the Claimant's request be rejected in its entirety (See claims of December 16, 2011 Briefs of the Respondent), as it owes nothing (p.53 of same Briefs). To the contrary, due to the invalidity or invalidation (and thus cancellation of the Contract by The Arbitral Tribunal) the Respondent claims that itself has a claim for the return of the price paid of 200,296,384.98 Euro, which it subjects to offsetting with whatever may be ruled that the Claimant is entitled to. Furthermore, the Respondent presents a demand for financial restitution due to moral damages in the amount of 150,000,000 Euro, based on the provisions regarding torts (Articles 914 and 932 of the Civil Code),due to torts committed against it as per the above, in connation also with Articles 57 and 59 of the Civil Code. However, it presents this claim only in the offsetting objection.
66.
Finally, the Respondent alternatively presents as offsetting objection a counter claim of 25,499,900 Euro, claiming that the price of the Contract was overestimated by a percentage of 10%, because Siemens maintained the practice for each project it assumed to give a percentage of 2% of the profit as a kickback to politicians and 8% to senior officers.

2. The response of the Claimant

67.
The Claimant denies also the real events referenced by the Respondent and claims that the provisions of these regulations do not apply.

3. The legal consequences of the objections

68.
As these objections of the Respondent attack the basis of all of the claims of the Claimant, namely the validity of the Contract, they are examined according to priority.

4. Voiding due to corruption

69.
More specifically in connection with the matter of corruption the relevant provisions are:

(a) Article 2 of the ratified international convention states that: «Article 2: Definition of corruption
For the purposes of the present Contract "corruption" means the demand, offer, provision or acceptance, directly or indirectly, of a bribe or other improper benefit or promise of such benefit, which affects the proper execution of duties or a required behavior of the receiver of said a bribe or other improper benefit or promise of such benefit.»"

(b) Article 8 of the ratified international convention states that:
"Article 8: Validity of contracts
1. Each Party provides in its national legislation that a contract or clause of a contract the subject of which is an act of corruption is invalid.
2. Each Party provides in its national legislation that a contracting party whose statement ofintent was influenced by an act of corruption may ask the Court for the voiding of said contract, without prejudice to his right to compensation."

(c) The second Article of the ratifying law states that:
"Article Two: Compensation
Whomsoever damages another, because he committed or allowed an act of fraud in the sense of Article 2 of the Convention which was ratified by this law or neglected to take reasonable measures to prevent it, is obligated to rectify the damage and satisfy arguments referring to the moral defect according to the provisions regarding torts.»"

(d) The Fourth Article of the ratifying law states that:
"Article Four: Voiding of a legal document
1. Whomsoever makes a statement of intent which was influenced by an act of corruption, according to the definition of the present law, has a right to invalidate the legal instrument according to the provisions of Articles 154 through 157 of the Civil Code. if the statement is directed towards another, who did not participate in the act of corruption, voiding may be requested provided only that the party to whom the statement is directed or a third party who directly acquired the right from it knew or was obligated to know of the act of corruption.
2. The party who has the right to void the legal instrument due to an act of corruption also has the right, concurrently with the voiding of the legal instrument, to request restitution of every other damage, in accordance with Article Two of these presents or to accept the legal instrument and request only the restitution of the damage."

5. Voiding due to fraud

70.
More specifically regarding the voiding of the Contract due to fraud the relevant provisions of the Civil Code are:

(a) Article 147 of the Civil Code
"Whomsoever is misled by fraud to a statement of intent has the right to request the voiding of the legal instrument. if the statement is directed towards another and the fraud was committed by a third party, voiding may be requested provided only that the party to whom the statement is directed or a third party who acquired the direct right from it knew or was obligated to know of the fraud. "

(b) Article 149 of the Civil Code
"The party who was defrauded has the right, concurrently with the voiding of the legal instrument, to request restitution of every other damage, in accordance with provisions regarding torts. They also have the right to accept the legal instrument and request only the restitution of the damage."

6. Invalidity due to opposition to the law or fair practices

71.
Regarding the invalidity of the Contract due to opposition to the law or fair practices, the relevant provisions are:

(a) Article 174 of the Civil Code
"A legal instrument which contradicts a prohibitory provision of the law, unless there is another condition, is invalid."

(b) Article 178 of the Civil Code
"A legal instrument which contradicts commonly applied principles is invalid."

(c) Article 179 of the Civil Code
"A legal instrument is invalid for being contrary to fair practices is one by which the freedom of the person is excessively bound or the legal instrument by which someone abuses the need, the inanity or inexperience of the other and thus succeeds to subscribe or obtain for itself or a third party some provision, assets which, under the circumstances, are found to be in obvious disproportion to the provision."

7. Voiding according to the law regarding intermediaries

72.
The relevant provisions of Law 5227/1931 are:

(a) Article 1
"1. The following are invalid or contrary to fair practices and shall produce no legal effects - a ~) Any agreement where either of the parties instead of a prescribed fee or percentage or any other consideration assumes, in any manner, succeeds or subscribes with a Public or Municipal or Community or State corporation or individual or other legal entity of public law a contract of any subject or content, or regardless of any contract causes any act or omission of such persons or their employees or bodies in general. The same applies if the assumption is done on assignment of the whole or part of the contract. -b) Any agreement where either of the parties is an employee or representative or body of the State or the above legal entities or member of the board of Public agencies or the above legal entities or holds elected office where the contract concerns the provision of a certain fee or percentages of the Contract or other consideration, either for the disposal of their vote, or for the exercising of their jurisdiction provided by law on the assumption of contracts in section a or for some of its terms, or in exercising their capacity or relationship towards the Government or the effecting of influence on the successful outcome of said goals, or also by any assumed or provided services from them in relation to the contract or the instrument or omission. Also invalid is any agreement, where the contractor of the Contract according to section a prior to its assumption assigns or assumes the right to assign to a third party subcontractor all or part of the projects, -c) Any contract where either of the parties promises a certain fee or percentage of said Contract or any consideration, as well as any such provision aimed at the removal of competitors or in general persons capable of making an offer or to cancel or hinder the assumption of the Contract. - 2. Also invalid is any after the fact payment, provision or promise to provide for the purposes of the above paragraphs (a-c). "

(b) Article 3
"Invalidity as per Article 1 is unimpaired and if for the masking of the agreements contained therein any fictitiousness took place or documents were drafted containing untrue facts or on the basis of such agreements or induced decision or following confession, recognition or compromise. For proving such instances the means of witnesses is also always allowed."

(c) Article 4
"1. if the obligations or promises of provisions of the contractor towards third parties are invalid, so shall be the fees according to the contract with the State or legal entity or percentages of the contractor or in their absence in general any consideration of the Contract. -2. Any amounts according to any contracts voided as per Article 1 are sought and due to the State treasury or relevant entity."

(d) Article 5
"Whenever an agreement made in accordance with Article 1, if the contract subscribed to with the State or the legal entities of said article is due primarily or was the result of a vote or action of parties section C of Article 1 or the action of influence of persons of section a or the removal of persons of section c, the court, at the request of the State or legal entity, may rule all or part of the contract invalid."

The Respondent does not expressly refer to Article 5 but the referenced facts and the claim are directly subject to this provision.

8. Provisions for voiding of the Contract

73.
Finally the provisions of articles 154-157 of the Civil Code which are applicable in relation to the voiding of a contract (and to which Article 3 of Law 2957/2001 expressly refers) are:

Article 154

The voiding of a legal instrument due to delusion, fraud or threat is arrived at via judicial decision. Only the party who was deluded or defrauded or threatened and its successors have the right to request the voiding.

Article 155
Suit for voiding

The suit for voiding is directed against the other contracting party, in the case of a single party legal instrument, it is directed against the party who directly derives a legal interest from it.

Article 156
Prescription of the right to void

The waiver of the holder of the right causes the lapse of the right to voiding. It is not necessary for the waiver, whether explicit or silent, to be directed towards another party.

Article 157

When two years have passed from the legal instrument the right to void no longer applies. if the delusion or fraud or threat continued even after the legal instrument, the two year period begins from the time this situation ceased. Under no circumstance is voiding permitted after twenty years from the legal instrument have passed."

9. Observations on the applicable provisions

74.
In connection with these provisions and before the proposed claims and proven facts can be subjected to them the following clarifications must be made:
75.
(a) Article 8 of the Convention of the European Council and Article Four of Ratifying Law 2957/2001 do not refer to (automatic) invalidity of a Contract which was assumed as a result of corruption but rather to voidability, in other words voiding by the court or The Arbitral Tribunal, following application by the party whose statement of intent was influenced by the act of corruption. It is however well established that voidability can also be invoked as an opposition. In the present circumstance the Respondent invokes voidability (with all the bases it refers to) in opposition, since its only demand at the end of its briefs is the rejection of the request of the Claimant, while a ruling of invalidation is not sought either in the body of the briefs.
76.
(b) In accordance with Article Four of Law 2957/2001, if the statement for the assumption, of the contested Contract (in this case of the Respondent) is directed to a contracting party, who did not participate in the act of corruption, the voiding (by primary request or in opposition) may be sought only if the party to whom this statement is addressed knew or was obligated to know of the act of corruption. Consequently in the present case it does not suffice to prove whether the subcontractor of the Claimant, the company SIEMENS (either the parent company or the Greek subsidiary), committed the act of corruption but rather it must be proven that the Claimant also knew or was obligated to know of the corruption.
77.
(c) A key element of all of the provisions regarding corruption is the existence of a causal link between the act of corruption and the behavior of the recipient of the bribe. Thus "corruption" is the (improper) act "which affects the proper execution or required behavior of the recipient" (Article 2 of the Convention of the European Council). In addition "the contracting party whose statement of intent was affected by the act of corruption" may seek the voiding (Article 8 Par. 2 of the Convention of the European Council). Further "Whomsoever proceeds to make a statement of intent which was affected by the act of corruption... has the right to voidthe legal instrument" (Article Four of Ratifying Law 2957/2001).
78.
(d) Finally, in connection with the provisions regarding corruption it must be emphasized that a matter of voiding the Contract arises when the corruption (bribery) affects a statement of intent by which the contract was assumed, while when the corruption affects other behavior (such as receipt), the consequence is restitution (Article Two of the ratifying law 2957/2001).
79.
(e) Articles 1, 3 and 4 of Law 5227/1931 Regarding Intermediaries refer to invalidity of the agreement due to the promise or provision of a bribe. To the contrary a contract which "is primarily due to or was the result of an action caused by the bribery is simply voidable (Article 5 Law 5227/1931).
80.
(f) In connection with all of the forms of voidability or at least in the case of voidability due to fraud and (Articles 147 and 149 of the Civil Code) or due to corruption (in reference to Article Four of Law 2957/2001) Article 157 of the Civil Code is applicable, which provides that a two year statute of limitations applies, (or three year in the case of corruption per Article 7 of the Convention of the European Council), which is taken into account automatically (Article 280 of the Civil Code). In the present case however Article 280 of the Civil Code is not applicable, because the voidability is raised in opposition and oppositions do not prescribe, in accordance with Article 273 of the Civil Code, which is also applied respectively to statute of limitations (Article 279 of the Civil Code).

10. Principal and alternate arguments

81.
The Respondent in its briefs calls primarily for the invalidity of the Contract per Articles 174, 178 and 179 of the Civil Code and alternatively its voidability in accordance with the remaining provisions.

11. The Settlement Agreement between the Respondent and Siemens

82.
(a) During the convening of the Arbitral Tribunal the matter was explored of whether the arguments of the Respondent in relation to invalidity or otherwise voidability due to corruption and fraud on the basis of Law 2957/2001, of Law 5227/1931 and Articles 174, 178 and 179 but also 147 and 149 of the Civil Code were affected (in other words made inadmissible) by the Settlement Agreement between the Greek State on the one hand and Siemens AG, Germany and Siemens SA, Greece, (referred to hereinafter collectively as "Siemens"), which was certified by Article 324 Law 4072/2012 (which authorized the Minister of Finance to sign it, something which he did on August 22, 2012) and subsequently was published in the OGG (A 164/8-27-2012).
83.
(b) Based on this agreement the Respondent and Siemens withdrew all of their mutual claims and abolished all suits related to the "Case"as it is defined in the Settlement Agreement which provides that: "The term «Case» is meant to include without exception all of the cases, claims or assertions to date, known or unknown, which are related in any way to acts of corruption, payments (or promises for payments) to third parties, or other illegal activities on the part of SIEMENS, including indicatively any cases investigated by the authorities in Greece, Germany and the U.S.A. or the Law Firm Debevoise & Plimpton LLP, including the cases covered by the regulations of Siemens by the German Authorities the year 2008, as well as the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) in the U.S.A."
84.
(c) Despite the broadness of the term "Case" however, the Settlement Agreement does not include the present case to which Siemens in neither party nor was it a contracting party of the Respondent. The present case is between other contesting parties namely between the Claimant (SAIC) and the Respondent (the Greek State).
85.
(d) This opinion (that in other words the present case does not fall under the Settlement Agreement) is supported also by term VI(1) of the Settlement Agreement in accordance with which: "The Parties agree to make every possible effort to contribute the fair resolution of every other outstanding dispute in which they are implicated or which affects them." Under this term it arises that in addition to their disputes being resolved by settlement and their suits being abolished, there are other outstanding disputes and suits (related to the Case) which are abolished and in which (without the contesting parties being the same, because if the contesting parties were the same, the suits would have been settled or abolished) "they are implicated." For these other disputes which are not resolved by the Settlement Agreement the parties agree to make every possible effort for their fair resolution. Such a dispute is the present case, which is outstanding in arbitration and is between different contesting parties (namely the Greek State and SAIC) but where Siemens without being a named party is implicated as a subcontractor. It is worth noting that term VI(1) does not refer to (nor can it be interpreted as referring to) disputes (of a commercial, administrative, civil or criminal nature) which are not related to the"Case", since these (the non related disputes) do not fall at all within the scope of application of the Settlement Agreement and naturally the scope of term VI(1) according to its last paragraph under I Preamble to the Settlement Agreement.
86.
(e) Despite the fact that one of the co-arbitrators D. Kondylis had the opinion that the contesting parties should be called upon to state their opinions on the influence of the Settlement Agreement to the defense/ opposition of invalidity, or otherwise the contract's voidability, the Arbitral Tribunal ruled in its majority that there was no reason for the related summoning of the contesting parties. More specifically, the President G. Timagenis deemed that the Settlement Agreement did not affect the oppositions of the Respondent regarding invalidity or otherwise voidability of the Contract, given that the Settlement Agreement does not concern the present dispute and the outstanding arbitration and Consequently the statement of opinions of the parties on the above matter and subsequently their being called for this aim would serve no purpose. According to the concurring as to the result but differentiating as to the justification opinion of Arbitrator Ms. S. Charitaki, the contesting parties had knowledge of the relevant Settlement Agreement and its content, referred to it during the hearing procedure and consequently had the capability, both during the hearing proceeding, as well as through their briefs with proof, to state whatever opinions they had related to the influence or not of the relevant Agreement on the matters of the present arbitration.
87.
(f) In addition, the Respondent in support of the claims regarding corruption and subsequent invalidity or otherwise voidability of the Contract referred also to the seventh paragraph of the Preamble to the Settlement Agreement which contains a statement by Siemens as follows:

"Nonetheless, first of all, the Management of Siemens wishes to express its deepest regret towards the Greek People, the Parliament of Greece and the Government of the Hellenic Republic for its actions which had as a result a judicial and parliamentary investigation and consequently the instituting of criminal proceedings by the Greek Justice Department." This statement however, though it clearly refers to improper behavior, does not constitute, according to the majority decision (of the President and the Arbitrator Dion. Kondylis), a confession of bribery and in any event cannot be used as a fact which proves bribery or other corruption in the specific case of the assumption of the Contract for the C4I or its fulfillment.

12. The claims and evidence of the Respondent

88.
In support of its oppositions for invalidity or otherwise voidability, the Respondent refers mainly to (a) prosecution orders n-05/4, n-07/50 and n/2008/47 by which criminal charges were brought for fraud and bribery committed against the State to the degree of a felony, (b) the arrest warrants dated June 26, 2009 and September 14, 2009 against Mich. Christoforakos, CEO of SIEMENS Greece, (c) the Sentence No F 092.22/4880 of Munich Magistrate Court (Section II Taxation and Financial Criminal Cases) which imposes a sentence of imprisonment of one year on Mich. Christoforakos for bribes to the political parties of Greece, (d) Decision (no. 5 KLS 563 JS 45994/07 - No F 092.22/1746) of the Court of First Instance of Munich dated July 28, 2008 which imposes a sentence of imprisonment of 2 years to the employee of Siemens R. Siekaczek for bribes to various countries, (e) the memorandum of the American law firm Debevoise & Plimpton LLP dated June 6, 2008 to the Prosecutor of the Court of First Instance of Athens, which was filed by Siemens following an internal investigation, (f) the examination of defendant R. Siekaczek dated November 17, 2006 at the Munich Magistrate Court, (g) the continued testimony of the same defendant dated February 6, 2007 and (h) the examination of R. Siekaczek as a witness (in the scope of Hellenic Criminal Procedure) in Munich before the 4th Special Investigating Judge dated October 8, 2008. The Respondent, including abstracts of the above documents, adopts and presents as its claims what is referenced therein. Without specific reference to the briefs of the Respondent it also provided some additional (less significant) documents from the criminal proceeding in Germany, the most important of which is the testimony of defendant M. Kutschenreuter, supervisor of R. Siekaczek, dated December 7, 2006. In addition, the Respondent provided the Findings of the Investigative Committee of the Parliament of Greece "for the investigation of the SIEMENS case in its entirety," which was composed by the unanimous Decision of the Plenary Session of Parliament dated January 28, 2010 and abstracts of which the Respondent referred to. The sworn statements provided by the contesting parties and the witnesses who were examined during the hearing proceeding did not refer to actual events connected to the oppositions of the Respondent for invalidity or otherwise voidability of the Contract. The attorneys of the Respondent during their presentations and arguments referred to the matter of invalidity, or otherwise voidability, and more specifically during the convening of the Arbitral Tribunal on May 10, 2012 referred to - in support of their claims- also to the "Settlement Agreement" which was concluded between the Greek State and Siemens and was certified by Article 34 of Law 4072/2012.

13. The basis of law for the defense of voidability due to corruption and based on the legislation regarding intermediaries

89.
The essence of the claims of the Respondent that the contested contract and/ or its modifications were assumed and/ or fulfilled by the Respondent as a consequence of bribery and more generally corruption, are invalid or otherwise voidable, voidable as well is the initial contract and because the Claimant defrauded the Respondent with respect to the fact that it had the capability to fulfill the agreed upon procurement and indeed within the agreed upon timeframe.
90.
With this content the claims of the Respondent (and with the reservation of certain uncertainties, as per below), are admissible and well grounded in law with respect to the claim of voidability based on the above presented provisions regarding corruption and intermediaries, while the legal basis, according to the provisions of fraud and invalidity based on Articles 174 and 178 of the Civil Code, is examined below. The request however for denial of the Request due to offsetting of the amount of 200,296,384.98 Euro, which the Respondent presents as a counterclaim to the unjust enrichment of the Claimant, due to the invalidity or otherwise voidability of the Contract, is not well founded in law and contradictory to the scope of the main basis of the request (contractual demand), because it makes the assumption of validity of the Contract. Further, in the case of invalidity or otherwise voidability of the Contract, all of the claims of the Claimant from the Contract would be denied and consequently there is no matter of offsetting. Thus, since the offsetting claim requires the acceptance of the basis of the request and presentation of other factual claims which substantiate another provision, the legal consequence of which is the reversal of the provision on which the request of the suit is based, it is clear that this defense is unfounded in law in the scope of the main basis of the request (contractual demand). Consequently the objection cannot be substantiated by the same facts based on which the defendant denies the suit and request its rejection. The related amount could only be claimed via a counterclaim for its adjudication, something which is not requested.
91.
Contrarily, in the event that the invalidity or otherwise voidability of the Contract is accepted but the claims of the Claimant are recognized or adjudicated based on the alternative bases of the request (namely due to unjust enrichment or remuneration for use), the offsetting objection, which the Respondent presents and is based on unjust enrichment, is well founded in law in relation to said claims of the Claimant, as well as with its other arguments (such as for 4,950,000 Euro) which do not depend on the validity of the main Contract.
92.
It is worth noting that the Respondent seeks this amount only in accordance with the provisions of unjust enrichment and does not seek it as restitution nor on the basis of the provision of Article 149 of the Civil Code nor certainly does it define the manner of calculating such damage. Naturally, the Respondent seeks this amount more so (p. 180 of its briefs), as restitution due to lack of interoperability (and presents it as offsetting), but this counterclaim is based on the alleged violation of the Claimant of the fulfillment of the Contract (which is examined below) and not on the invalidity or otherwise voidability which is examined here.
93.
Contrarily, legally well founded is the request for offsetting of the amount of 150,000,000 Euro, which the Respondent seeks as financial compensation due to moral damage, given that concurrently with the invalidity or the voidability and by the same facts which cause it, a crime may have also been committed (See Articles 57, 58, 59 and 149 second chapter of the Civil Code) which may substantiate a claim for financial compensation due to moral damage (Article 932 of the Civil Code), without it necessarily being connected with voidability (such as in the instances of articles 57, 58 and 59 of the Civil Code) or even if, for example the defrauded party accepts the legal instrument (in the case of Article 149 second chapter).
94.
In addition, well founded in law is the alternative demand for offsetting of the amount of 25,499,900 Euro, due to overpricing of the Contract by 10% given that this presupposes a valid contract and hence any potential claims of the Claimant against which a counterclaim is presented by the Respondent for overpricing of the Contract due to corruption. This counterclaim however is legally well founded only with respect to the 10% of the amounts paid, namely for 20,029,638.43 Euro (200,296,384.29 X 10%) and not in excess of that.

14. What was proven

95.
From the above, as well as from the total of the parties' claims and the presented evidence, the following were proven:
96.
(a) The procedure for the signing of the Contract as described above (Cap. D, What was proven), in the section of the present Decision regarding the jurisdiction of the Arbitral Tribunal [under C14 particularly Par. 6-8] but also in the concurring opinion of the arbitrator Mr. Dion. Kondylis [II Par. 10 of the opinion Par. 554 of the present Decision].
97.
(b) Here and in connection with the defenses of invalidity or otherwise voidability it must be emphasized that crucial to the signing of the Contract are: (i) the ministerial meeting which convened on July 16, 2002 presided over by the then Prime Minister (with the participation of six competent ministers and deputy ministers and the Secretary General of the Olympic Games) where it was decided that the awarding of the project for the security of the Olympic Games be made via the process of negotiations with "a limited list of companies" and for the platform for the four-channel wireless communication system (TETRA) to be also included in the same tender, something which according to the findings of Parliament necessitated the participation of Siemens as a subcontractor (See Parliamentary Findings p. 124) and (ii) the KYSEA Decision dated February 27, 2003 for the selection of SAIC as preferred contractor (Parliamentary Findings p. 127).
98.
(c) From the above evidentiary means it was proven that the company Siemens AG headquartered in Munich, in order to create good public relations but also business relationships in various countries had created a system for unofficial payments of monetary amounts, which included entertaining high profile individuals and politicians, bribes to political parties but also other direct bribes. This system, in accordance with the Decision of the Munich Magistrate Court, was also expanded to Greece from the '90's and in any event it appears that such bribes were made toward the then two large political parties which interexchanged power in 2004 following separate discussions with the then CEO of Siemens Greece and the treasurers of the two political parties around the end of 2003 and indeed in connection with the C4I Olympic Security System.
99.
(d) The system consisted in payment of amounts by Siemens AG to companies which did not have real function as a fee for consulting services which supposedly were provided based on dummy contracts for consulting services in connection with various contracts or projects of the Siemens company. From these companies (which essentially are the so called slush funds) these funds would then be moved unofficially. Such companies (as it arises from the two German rulings) were the companies Tamarind, Electronic Technology, Weawind, Krhoma Handelsgesellschaft mbH and others. The Manager of some of these companies was Paolo Floriani in Switzerland, while responsible on the part of Siemens AG for the payment of amounts to these companies was R. Siekaczek. Funds which were destined for Greece from these companies were placed in the company Fairways which was owned by a Greek private citizen, whose family had close connections with Siemens. From these or similar "slush funds" it arises that funds were moved in connection with contracts with OTE, OSE, the provision of medical supplies to hospitals and provisions of the Ministry of Defense. Amongst the works in connection with it is stated by all that such funds were moved also is the Olympics Security C4I project which is being examined more specifically below (See Parliamentary Findings).
100.
(e) Particularly in connection with the C4I System in the Decision of the Munich Magistrate Court which imposes a sentence of one year imprisonment on M. Christoforakos it is accepted that M. Christoforakos, in order to accelerate the receipt of the individual projects of the C4I conceived the plan to influence the competent employees (whom he did not know) through the political parties and for this seven (7) transfers of 250,000 Euro each, namely 1,750,000 Euro in total, were made by Siemens AG and more specifically one transfer to the company Tamarind (8.5.2004), three transfers to the company Weawind (9.2.2004, 9.16.2004 and 10.7.2004) and three transfers to the company Electronic Technology (8.6.2004, 9.2.2004 and 9.7.2004). From these it is alleged that at least one part through M. Christoforakos was given later (per the Decision at a time that has not been identified but nonetheless by 2005/2006) to the treasurers of the large political parties. From this Decision not only does it not arise that these funds were given as a bribe for the assumption of the contested Contract for the C4I project but to the contrary it arises with a great deal of certainty that these funds were not given in connection with the assumption of this Contract. More specifically, the same Decision references that were given as part of M. Christoforakos' plan for the acceleration of receipt of the individual projects of the C4I, in other words the Decision itself based on the evidence it had at its disposal attributed to M. Christoforakos a plan for acceleration of the receipt of the projects and not for the assumption of the Contract and as it has been emphasized as the major consideration for causing voidability, the corruption must be causally linked with the assumption of the Contract and not with its fulfillment. Further, again pursuant to the Decision of the Munich Magistrate Court, the payments were arranged with the treasurers of the two political parties at the end of 2003 and were made (not to Greece and not even to Fairways) to the three companies / slush funds, occurring thus on 8.5.2004, 9.2.2004, 9.16.2004 and 10.7.2004, in other words long after the assumption of the contested Contract, which had been assumed in May of 2003 following a procedure which had begun in July of 2002. Nor does there exist of course in the case file any evidence from which it would arise that any promise had ever been given, or even that Siemens had any participation in the negotiations at that time. However, it also does not appear that these payments are connected to the receipt of projects, since already by the time of the first payment to Tamarind (8.5.2004, in other words a few days before the opening of the Olympic Games) the temporary receipt of the projects which were absolutely necessary for the Olympic games had already taken place while the remaining payments from Siemens to the companies / [slush] funds, occurred after the conclusion of the Olympic Games (namely September 2, September 16 and October 7, 2004). Indeed the Memorandum between SAIC and The Greek State for the temporary receipt of part of the C4I had been signed on July 7, 2004, while The KYSEA Decision, which certified it and defined the time of final testing, had been made on July 22, 2004 (See Parliamentary Findings p. 131). Evenifthesepaymentswere potentially connected with the partial temporary receipt of the C4I they are however not connected in any manner with the much earlier conclusion of the Contract in May 2003 (a procedure which had begun from July 2002) without any evidence of the participation of Siemens in the negotiations and since the government had already changed (following the elections of March 7, 2004) and hence so had all of the political persons who bore the responsibility for making decisions. Neither however can the payments (which are the only ones according to the evidence from Germany which appear to have some reference to the C4I System) be connected or considered to be connected to the much later (March 29, 2007) conclusion of the material 5th Amendment due to the lack of any chronological association and due to a change in those politically responsible for the C4I. In order for there to exist a matter of voidability of a contract there must be according to the above presented statement causal link to the act of corruption, in other words for it to have caused the voidable contract. Moreover when the 5th modification was assumed (March 29, 2007), the Siemens scandal had already broken and the internal investigation had begun from the end of 2005 or beginning of 2006 (See M. Christoforakos deposition to the law firm Debevoise & Plimpton, See report dated June 6, 2008 p. 16 particularly top of p. 17 of the Greek text) and nevertheless after October of 2004 no funds were given to or at the request of M. Christoforakos (See deposition of M. Kutschenreuter -supervisor of Siekaczek- in the report of Debevoise & Plimpton LLP p. 25-26 of the Greek text and testimony of same dated December 7, 2006 to the Prosecutor of Munich p. 42-43 of the Greek translation). In all likelihood these funds were given as a bribe/ financial backing to two political parties in order to create favorable relationships but neither does it arise that these funds were transferred further nor that those who made the previous decisions regarding the signing of the Contract on May 19, 2003 or the much later 5th Amendment on March 29, 2007 were aware of them.
101.
(f) Moreover the Decision of the Court of First Instance of Munich which sentences R. Siekaczek to 2 years imprisonment accepts that significant amounts were transferred from Siemens AG to the companies Weawind (785,000 Euro on 2 August 2, 2004, 615,000 Euro on August 27, 2004 and 475,000 Euro on September 1, 2004 namely a total of 1,875,000 Euro) and Krhoma Handelsgesellschaft (690,000 Euro on July 27, 2004, 585,000 Euro on September 1, 2004 namely 1,830,000 in total). These amounts were paid to these two companies (based on invoices from them) in execution of two consulting contracts, which Siemens had signed with these two companies, namely the Business Consultants Agreement dated August 31, 2002 for the project "Athens Olympic Games" with Weaving and Business Consulting and Corporation Support Agreement dated September 15, 2002 for the project "Athens Olympic Games C4I" with Krhoma. Further transfer of these funds from these companies does not appear to have occurred but above all it is fully proven that both of these contracts were predated, as testified also by Siekaczek (in order for it to appear that they took place at a reasonable time prior to the project), but this is also proven from the fact that at that time (in other words at the time the consulting contracts appear to have been signed) they use the term C4I, while this term was not yet being used in the preparation and in the negotiation of the assignment of the project from Greece to a contractor. Even more significant is that during the assumption of the dummy consulting contracts, which Siemens concluded for the purpose of money laundering, they did not mention the actual project, for which these slush funds would be used, but rather irrelevant projects and consequently the reference in these contracts that they concerned the project "Athens Olympic Games C4I" in no manner prove that the funds which were transferred to these companies truly concerned the C4I project. Indicatively R. Siekaczek in his testimony dated October 8, 2008, before the 4th Special Investigating Judge of Munich to a question of whether the payments through the companies of the trustee Floriani were intended for the C4I project, answers that:

"I would like to emphasize that here there is a great misunderstanding on your part:
Whenever we officially included the C4I project in any of the contracts of [companies handled by] Floriani, this did not ever directly concern the making of payments for bribes, but indirectly the raising of funds for the general slush funds.
The C41 project was, if I remember correctly, valued at 150 million Euro and for this reason we used this project as the so called "fictitious project" (Dummy). This is why we created dummy contracts for many and various reasons. The C41 project was a nice title and outwardly it was reasonable and justified, that in connection with this project consulting services had to be paid. All that you find in connection with this matter are simply fabrications." (p. 18 of the Greek translation)

However, even if these funds were moved to Fairways, the time of their payment disassociates them from the conclusion of the Contract one yearearlier and despite the fact that it is not sufficiently clear whether these funds arrived at Fairways they were moved through Krhoma or through Weaving (and from which transfers to Weaving) it is certain from the testimonies of Siekaczek, namely that the total amount which was transferred to Fairways (to the account indicated by Christoforakos) was 1.7 million Euro (in some instances he says 1.3 or 1.5) and neither did Christoforakos ask of him to nor did he send other funds to another account and consequently this amount coincides with the one which was allegedly given to the two political parties. Therefore, the German justice system duly convicted R. Siekaczek for breach of trust, this however does not mean that these funds were moved for the C4I project. To the contrary, from the above testimony it arises that as a rule and in all likelihood even in this instance they did not concern the project which was listed in the dummy contracts for consulting services.

102.
(g) The memorandum of Debevoise & Plimpton LLP, the November 17, 2006 examination of R. Siekaczek, his February 6, 2007 testimony and his examination of October 8, 2008 examination by the 4th Special Investigating Judge, as well as the December 7, 2006 testimony of defendant M. Kuschenreuter do not add anything which indicates or supports bribery or other act of corruption in connection with the signing or the modifications of the Contract. Thus R. Siekaczek, in the depositions and testimony he gave to the law firm Debevoise (p. 23-25) and to the German investigative and judicial authorities testifies that Christoforakos approached him "for the first time" in order to ask for procurement funds in connection with the C4I project "in 2004 after the delivery of the project was well underway" (Debevoise report). In other words, M. Christoforakos approached Siekaczek for the first time long after the assumption of the Contract and after delivery was well underway. In addition, according to Siekaczek, Christoforakos had said that he would need 10 to 15 million Euro to give to four ministries "based on promises he had made at the time of assumption of the Contract." Christoforakos gave [him] in a handwritten note the account of Fairways in Switzerland (Siekaczek Deposition to Debevoise and to 4th Investigating Judge) (p. 17 of the Greek translation). Despite the fact that M. Christoforakos told Siekaczek that they were funds which he promised "at the time of assumption of the Contract," the facts do not support the validity of the claim and on the contrary suggest rather a plan for accelerating receipt and payments, as the Munich Magistrate Court accepts. The time separating [the events] does not convince that they concerned payment for the much earlier signing of the Contract. Furthermore there was a change in government (in March of 2004) and consequently the political leaderships of the Ministries were different. That Christoforakos himself connected the payments he would make for the acceleration of receipt and payments arises also from the depositions and testimony of Siekaczek's supervisor namely M. Kutschenreuter and more specifically his testimony during the internal investigation (See Debevoise Memorandum p. 25-26) and his January 8, 2007 testimony to the Prosecutor of Munich (pp 42-43 of the Greek translation), where it is mentioned that Kutschenreuter for the first time in October 2004 was informed by Christoforakos of the need for additional payments (beyond those -i.e. 1.7 million Euro- Siekaczek had given him, which also had been given long after the signing of the Contract) but he rejected it and thus Μ. Christoforakos did not receive any additional funds, which Siekaczek also confirms (Debevoise Memorandum p. 25).
103.
(h) The transfers through Fairways (1.7 million Euro) also do not match the acceleration of payments by the Respondent, and this is because based on the unchallenged Scheduled of Completed Payments of the C4I System for Olympics Security which is attached to the ref. no. 9008/13/1/216-λθ document of the Finance Directorate of the Greek Police Headquarters which is addressed to the Legal Council of the State and was filed in the Arbitration by the Respondent, the sum of the four first installments of the agreed upon price (which are characterized in the document as down payments because they had been agreed to be paid before the receipt of the project) had already been paid by the end of August 2004 (namely 47,331,855 Euro on June 20, 2003, 15,777,285 Euro on November 11, 2003, 23,665,928 Euro on May 13, 2004 and 31,554,570 Euro, i.e. a total of 118,319,638 Euro) in other words almost all the payments (excepting the August 2004 one) had been made prior to the transfers from Siemens to the Floriani intermediary companies, to Fairways and from there in some manner to Greece. The next two payments from the Respondent to the Claimant (3,550,000 Euro on May 22, 2005 and 4,828,000 Euro on May 4, 2007 namely a total of 8,378,000) concerned payment of the upgrading of the ΟΚΑ of GPDA (Subsystem 22A) which was agreed with the 4th Amendment (namely 7,100,000 + VAT 18% of which 3,550,000 Euro were paid as an down payment) and from that point on no payment is made for the balance of the C4I System. Any payments made subsequently (from May 2007 onwards) concerned the provision of TETRA service and maintenance services (with the exception of three amounts namely 1,978,029.26 Euro on June 8, 2007, 224,025 Euro on July 13, 2007 and 3,846,045.91 Euro on August 23, 2007 and December 17, 2007 for payment of the balance for airship services, deinstallation of equipment and additional subsystems projects). Two other elements which do not support the claim of M. Christoforakos that he had to give funds to four ministries is the fact that at the time he requested the funds (namely after the delivery was well underway according to the testimony of Siekaczek and possibly around the end of July 2004, because Siekaczek told him that he could not pay all of the amount at once but he began to pay it immediately) four ministries were no longer involved in the case but the payments were being made by only one Ministry namely by the Department of Defense through May 2005 and the Ministry of Citizen Protection from May of 2007 onwards.
104.
Moreover nothing indicates that the according to Siekaczek (examination on November 17, 2006) "desperate" request of Christoforakos to Kuschenreuter (for the first time in October of 2004) for additional provisions is connected (See Debevoise Memorandum p. 25-26 Greek text and Kuschenreuter testimony p. 42-43 of the Greek translation). By October 2004 the Contract had (long) been signed as well as the four modifications. The Memorandum of July 7, 2004 and the July 22, 2004 KYSEA Decision for partial temporary acceptance and postponement of the total acceptance had been signed, payments of 118,319,638 Euro (namely the first 4 installments) had also been made and subsequently and any [other] payments made by the Respondent to the Claimant occurred after May of 2005, without any other "bribery" appearing from the so called slush funds.
105.
Consequently the payments which appear to be derived from the slush funds and for which references to the C4I are made (amounting to 1.75 million Euro) do not appear to be connected either chronologically or causally to either the earlier payments of the Respondent to the Claimant or to the ones which occurred much later and nevertheless even if they are connected with payments of agreed upon amounts they are nonetheless not connected with the conclusion of the Contract or with the material 5th Amendment so as to give rise to the issue of their voidability while even if they are connected with payments only a matter of restitution arises, without however the Respondent having suffered damages since it simply made agreed upon payments. Naturally, or if it is proven from other evidence, which the Arbitral Tribunal does not have at its disposal, that there was bribery for these payments, there may be criminal liabilities for those involved, but not damage allowing civil restitution to be sought. Consequently, while from all of the evidence of the case file an act of corruption (and indeed in a manner which constitutes full proof as required by the Framework Document) which has a causal link to the specific assumption of contract (so as to give rise to the issue of its voidability) or towards specific payment by the Respondent to the Claimant, does not arise, it is very likely that the moneys from the so called Siemens slush funds were transferred to the two larger political parties for the cultivation of relationships with them and from there they were not transferred any further. Indicative and convincing is the relevant abstract of the testimony of R. Siekaczek to the 4th Special Investigating Judge, in connection with one of the intermediary companies: "Asked relatively:

I asked Mr. Christoforakos, what the funds were really for in Munich, the funds, in other words, which were transferred to the company Pacific Blue. Mr. Christoforakos toldme, that they were used in the cultivation of relationships with the political parties, in other words PASOK and New Democracy, the two large parties.

Asked relatively:
Yes, it is possible some ministers were entertained by Siemens and Siemens may have assumed in part also their lodging expenses. I do not know the names of the ministers however.

Asked relatively:
I would truly tell you the names, if I knew them.
Mr. Christoforakos however never mentioned anything, other that the statement, that the funds were used for the cultivation of relationships with the political parties. Mr. Mavridis and Mr. Christoforakos behaved in connection with this matter very collusively." (p. 12 Of the Greek translation)

106.
Furthermore, from the case file it does not arise in any way if when and whom they influenced or may have influenced or convinced from the political parties and not only due to the above payments (which do not appear to be connected with anything in particular other than the cultivation of relationships).
107.
Moreover the government officials of both successive governments which dealt with the signing of the contracts and the receipt of the project did not need particular pressure to try and advance and complete the project, since they were already pressured by the need for a Security system for the Olympic Games (something which like other projects was delayed), and even for the temporary receipt of the projects required for the Olympic Games but also for the final receipt of the project, for which they had already spent very large sums and it was not possible for it to remain incomplete, because that would be more damaging to the interests of the Greek State. These facts prove even more that the Contract was not assumed as a result of corruption since the project (security of the Olympic Games) had to be realized, and the temporaryreceipt of part of the project was required for the Olympic Games, had to occur, and the price which was agreed did not significantly differ from the price offered by the second candidate company (while the third invitee did not submit a bid), and assignment after invitation ofa small number of candidates is not unusual especially in urgent provisions.
108.
Finally, According to the Debevoise Memorandum (p.23) "Siekaczek observed that Christoforakos did not say that there would be payments of benefits to the Organizing Committee of Athens 2004," while moreover no evidence indicates even the smallest trace against the Receipt Committee for the project, See more specifically below under 0, Par. 110-111). Moreover, neither the examination (despite the fact that the first prosecution summons was issued in 2005) from the beginning to date -namely after the passage of a long time period - nor the investigative committee of the Parliament with its findings identified any government official (at a political or agency level) who actually was involved with the assumption of the Contract orits modifications or the receipt of the project.
109.
Consequently, there is no act of corruption and in fact, this is fully proven, which influenced the signing of the Contract or its modifications or the receipt of the project and indeed in such a manner as to render the Contract which was concluded between the Respondent and the Claimant voidable. Indeed in connection with acceptance protocols of the project which the Acceptance Committee issued in 2007 and particularly in 2008 there is no evidence of corruption since said protocols were issued at a tune during which it does not appear in any way that Siemens sent funds, but to the contrary it appears that it had ceased sending (since October 2004), the scandal had already been exposed, Siekaczek had already left the company and M. Christoforakos was already being investigated, Protocol 2004-00/6/2a of May 25, 2007 for Subsystem 20 (TETRA) which primarily concerned Siemens (as subcontractor for the specific Subsystem) was rejective, while at the time of the final testing and issuance of the final QQRP (on November 14, 2008) M. Christoforakos had also left Siemens (since the end of 2007), while from 2007 Siemens was taking measures (organizational restructuring and investigations) to combat corruption (See also Annex I under B of the Settlement Agreement with the Greek State which is referenced in paragraph 11 above).

In connection with the non existence of full proof reference is made also to the additional justifications of Arbitrator Mr. Dion. Kondylis.

110.
(h) Contrary to the case file not only does any knowledge or involvement of the Claimant in acts of bribery not arise but there arises evidence that it had no involvement. Thus the Debevoise Memorandum states (p. 24 of the Greek text) that "Siekaczek added that he hadnever discussed with anyone at SAIC in regard to the payment of commissions and that he had never had the impression that SAIC had some involvement in these payments." Siekaczek himself in his February 6 testimony (p. 5 of the Greek translation) states that "The employees however of the company SAIC had absolutely no involvement with the bribes." and in his testimony before the 4th Special Investigating Judge (p. 18 of the Greek translation) he testifies that "When asked relatively: As far as I know, SAIC, is not implicated in possible promises for payment of funds (bribes). I met the people of SAIC once. This meeting concerned the cooperation of SAIC on the one hand and Siemens on the other, it concerned, in other words, the project."
111.
Moreover at the time of assumption of the Contract with the Greek State (May 2003) the Siemens scandal had not come to light and consequently the Claimant could not and consequently was not obligated to know of the corruption activities of its subcontractor Siemens, while at the time of assumption of the important 5th Amendment (March 2007) not only is an act of corruption (namely bribery) not proven but it appears as certain that no such act existed as it appears that Siemens had stopped this practice as of October of 2005 (See Debevoise Memorandum p. 25) and in any event in 2006 and 2007 the scandal had already been uncovered, an internal investigation at Siemens was already underway, Siekaczek had left Siemens and Prosecution summons had already been issued in Greece.
112.
(i) Finally, neither the prosecution orders nor the arrest warrants can contribute to the proving of the matter since they are not based by their nature in evidence nor have they been identified with government official responsible for the C4I System, whereas from the evidentiary process it arose that some of the charges attributed to Μ. Christoforakos are clearly unfounded such as indicatively the 2nd arrest warrant in connection with the payments of May 12, 2007 (20,489,066 Euro) and December 5, 2007 (11,324,815.46 Euro) which concern the payment for the provision of TETRA services and maintenance of the C4I System, which the Respondent does not even pretend to claim in the scope of the arbitration, since even with the May 25, 2010 (partial) termination (prot. no. 7739-ζ) by the Respondent of the contested Contract the part of the Contract which concerns the TETRA network services and the Maintenance and support Services of the individual Subsystems is not terminated. Similar issues exist also with other payments for services for an airship, the deinstallation of certain systems after the Olympic Games and other payments which were made as part of the contractual obligations. The final conclusion is that despite the fact that Siemens had developed a practice of bribes, despite the fact that there exist serious indications that there were acts of corruption in connection with various Siemens projects in Greece, and that funds were moved to Greece from the Siemens slush funds for which reference to the C4I was made by M. Christoforakos, despite the fact that there may exist political and/ or criminal liabilities, that there existed bribery or other act of corruption which caused (in other words has a causal link to) the signing of the Contract or its modifications and particularly the important 5th Amendment and that nonetheless that the Claimant knew or was obligated to know something regarding this matter not proven and indeed not to the degree of full proof.

15. Unfoundedness in substance of the objection pursuant to Law 2957/2001, Law 5227/1931 and Articles 174, 178 and 179 of the Civil Code

113.
In light of the above, the substance of Article Four of Law 2957/2001 (in connection with Articles 2 and 8 of the Convention of the European Council) is not met, nor of Article 5 of Law 5227/1931 Regarding Intermediaries (much more so in fact since from no evidence of the case file did it arise that a contract was signed between the Claimant and Siemens from the provisions of Articles 1, 3 and 4 of Law 5227 Regarding Intermediaries namely for Siemens to act as an intermediary in the conclusion of a contract with the Greek State) but also articles 174, 178 and 179 which refer primarily to the content of the Contract and cannot be activated by violations which lead to voidability (because they affect the intent of the contracting parties). Consequently, it is not proper for a contract to be made invalid based on these violations, in other words for violations which according to the more specific provisions result in voidability. However even with respect of fair practices Article 178 of the Civil Code contravenes also a contract which is assumed specifically with the State, as a result of bribing government officials or the committing of criminal fraud at the expense of the State or with the use of intermediaries who bribed or defrauded the bodies of the State because the committing of these criminal frauds against the State involves an objectively highly unethical nature, and renders void, per Article 178 of the Civil Code, the contract assumed with the State on these bases, even if the party contracting with the State did not participate in them; from what is presented above no judicial certainty is created from the evidence of the case file that the contested contract or some of its modifications were the product of bribery of state officials by Siemens or fraud (from what is presented more specifically below) at the expense of the State, or violation of the law regarding intermediaries. Consequently the actual events necessary to substantiate the claim of invalidity of the Contract per Articles 178, 179 and 174 of the Civil Code are not proven. It must be noted, that the phrase used by the Respondent from the March 19, 2012 agreement ("Settlement Agreement") between the Hellenic Republic and the Siemens company does not contain a confession regarding bribery of Greek state officials by employees of Siemens for the assumption of the contested Contract. Expressed only in a vague and general manner the "deepest regret" of the Management of Siemens "for its actions which had as a result a judicial and parliamentary investigation and consequently the instituting of criminal proceedings by the Greek Justice Department." What this behavior refers to is also not referenced, nor to whom it was expressed. Consequently it cannot be deemed as an indirect admission of bribery and indeed for the conclusion of the contested Contract, as the Respondent suggests.

16. The plea of voidability due to fraud

114.
Nor is the substance of articles 147 and 149 proven by real facts. More specifically as it arises from the arrest warrants of Mich. Christoforakos, the fraud attributed to him and the officers of Siemens and SAIC (indefinitely) is that they falsely represented that Siemens and SAIC had the capability to deliver the C4I Systems within 12 months in "turnkey" condition. It is proven, that the relevant term indeed was included in the initial Contract, as well as that the C4I was not delivered in "turnkey" condition within the contractual deadline. However this term comprises a contractual term and its violation constitutes a violation of the Contract and not fraud. Moreover nowhere does there exist a claim for precisely what the Claimant said or did (who in fact the Respondent invited - together with two other companies - to express interest in the project and to submit an offer) and indeed in such a manner so as to convince the Respondent that the Claimant had the capability to execute the project within the agreed upon deadline and from this viewpoint the related claims of the Respondent are groundless in law and do not meet the facts of articles 147 and 149 of the Civil Code.
115.
Furthermore, however, on the one hand it is not proven that the competent officials of SAIC (or the officials of Siemens, if they participated in the negotiations for the conclusion of the Contract, something which is not proven by any evidence) had knowledge that the Claimant did not have the capability to deliver the project on time, on the other hand it is not evident that the competent officials of the Respondent thought it likely that the project would not be delivered in its entirety on time, because the timeframes were "incredibly tight," as the witness Polymenopoulos testified to the Parliamentary Investigative Committee (See p. 127 of the Minutes). They were however interested in at least the partial completion of the project within the contractual deadline, so that the Olympic Games could be safely conducted. Since only three companies were invited to submit offers and only two did, the provision would be awarded (necessarily) to one of these two, because there no longer was any time for the Respondent to approach another company. It is not evident that the other co candidate company, TRS, had greater capabilities than SAIC to deliver the project in "turnkey" condition within 12 months. The possibility for the project not to be completed within 12 months, regardless to which of the two companies who submitted bids it was awarded, must, according to the principle of common sense, have been obvious to the competent officers of the Respondent. It must further be noted that, as presented by the 7.7.2004 "Memorandum of Agreement" the Respondent stated, that the non timely completion of the Contract is due to objective inability and to joint responsibility of themselves and of the Claimant, that it subsequently temporarily accepted for use during the Olympic Games, certain security systems, and that upon the conclusion of the games (when there was no longer any pressure) it accepted that the Claimant continue the execution of the project and finally it assumed on March 29, 2007 (i.e. at a time when the criminal proceeding in Germany had been instituted and indeed Siekaczek had already testified) the 5th Amendment, with which the Contract was revised and a new deadline of 65 months from the activation of the Contract was provided for the completion and delivery of the project. In light of the above, it cannot be accepted that there is evidence capable of creating judicial certainty that fraud was committed by the Claimant (or by Siemens, which moreover does not appear to have ever negotiated with the Respondent, so as to defraud its competent bodies responsible for the signing of the Contract).

17. Decision on the Claim

116.
In light of the above, the claim for recognition of invalidity or otherwise voiding of the Contract and hence denial of the Request, must be denied in its entirety.

18. Plea for offsetting 200,296,384.98 Euro and 150,000,000 Euro

117.
The plea for the rejection of the request in its entirety due to offsetting of the amount of 200,296,384.98 most also be rejected as being unfounded in law. The claim for the rejection of the Request due to offsetting of the amount of 150,000,000 Euro must also be rejected as unfounded in fact, since the committing of a crime by the Claimant against the Respondent was not proven. Such a claim could potentially be substantiated (based on the findings of the two German rulings and particularly that of the Munich Magistrate Court) against the Siemens company which is not a named party in the present arbitration, for attempting bribery which constitutes an illegal act, but this on the one hand does not fall within the jurisdiction of the Arbitral Tribunal and on the other hand it is possibly covered by the Settlement Agreement between the Greek State and Siemens, which was validated with Article 34 of Law 4072/2012.

19. Plea of offsetting 25,499,900 Euro

118.
Further it must be noted that while it arises from the evidence that there existed some practice by Siemens [for augmenting] commissions by 8% and 2% over the price of the project, from the evidence of the case file it does not arise that this practice was maintained in the case of the C4I System in connection with [sic]- except for the fact that it was a much larger project than the usual projects of OTE- it was not a project of Siemens but of the Claimant SAIC, it does not arise from any evidence that upon the initial negotiation Siemens was involved or that thereafter the practice of 8% + 2% was followed or that there was overpricing. To the contrary, the proffered by the Claimant initial price was comparable to the one proposed by the second candidate company and was reduced during the negotiations. Thus, the only funds for which reference is made in the C4I System, is the amount of 1.75 [million] Euro (which naturally does not correspond to 10% of the contractual price of the project), which in its entirety or in part appears to have been given to the two political parties and furthermore subsequently it appears that payments of such nature ceased (See Debevoise Memorandum p. 25-26, based on the testimonies of Siekaczek and Kuschenreuter).
119.
Furthermore no evidence shows that the co-signatory of the Respondent, namely the Claimant, had any knowledge of all this.
120.
Consequently, the alternative demand for offsetting the amount of 25,499,900 Euro due to overpricing of the project by 10% must also be rejected.

20. Defense of abusive practice

121.
The Respondent with its September 25, 2009 Answer to the June 16, 2009 Request for Arbitration, had claimed (without further explanation) that the Claims of the Claimant are unfounded due to among other things abusive practice (See summary in the Framework Document Par. 7(f) under 4, as repeated also in paragraph 006 of the present Decision). Further, the Respondent during the convening of the Arbitral Tribunal on May 10, 2012, stated its opinions regarding the invalidity of the Contract due to corruption, fraud, violation of the law regarding intermediaries and being contrary to fair practices, referred to the statement of Siemens regarding its expression of regret for its behavior (See Par. 87 above), which is contained in the "Settlement Agreement"emphasized that the Claimant seeks the adjudication of a fee which belonged by 80% to Siemens, (the subcontractor contract was signed the same day as the contested contract between the Greek State and the Claimant) and maintained that the latter Contract causes public outcry regarding justice and constitutes a scandal. Because, as it is indicatively maintained, "if Siemens is to receive through the Claimant, the fee it agreed with the Claimant, what purpose does the expression of regret serve?" Based on these claims it submitted a plea of abusive practice of the right at issue (Stenotyped Minutes, p. 18 et seq., particularly p. 23). It repeated this plea with its Briefs with Evidence of July 30, 2012 (under A p.2-6).

However, since this defense is based on the same claims and evidence concerning the invalidity of the Contract due to corruption, which were rejected above as unproven, this plea must also be rejected and it must be accepted that the exercising of the right to request arbitration as well as seeking the rights exercised through it, is not contrary to fair practices nor does it exceed the limits of the social and financial purpose of the right and hence does not contradict Article 281 of the Civil Code nor does it constitute an abuse of rights.

II/ The validity of the modifications of the Contract

122.
1. During the meetings of the Arbitral Tribunal the matter of whether the modifications of the Contract are valid was raised given that it has been accepted in the majority, that Presidential Decree 284/1989 is applicable thereon as a law and not simply as a contractual term. This matter, as a legal matter, was examined by the Arbitral Tribunal of its own accord based on the real facts submitted before it by the contesting parties.
123.
2. More specifically it was emphasized that based on Article 66 of Presidential Decree 284/1989 the modification of the terms of the Contract after its signing is allowed under limited circumstances by the party with the financial power (Article 66 Par. 1 e.g. change in contractual deadlines or time of delivery), while (in accordance with paragraph 2 Article 66) when material provisions are modified (and these being those which are not referenced in paragraph 1 of Article 66) the opinion of the legal services of the State are also required.
124.
3. In the specific case it was maintained that the modifications following the 4th modification are not valid because they were agreed upon following the passage of six months from the end of the initial term of May 19, 2003 of the Contract which was of a 12 month duration from the activation of the Contract, (consequently the Provider must mandatorily be declared forfeited) [and] in addition no extension was allowable because the Contract was of a precise duration based on its nature since it concerned projects for the 2004 Olympic Games, while the 5th modification which was signed on March 29, 2007 transformed a precise timeframe contract into a long term contract and consequently both the 5th Amendment as well as those subsequent to it are invalid by virtue of Article 174 of the Civil Code and the claims of the Claimant which are presented with the request for arbitration at issue cannot be based on it.
4. This opinion was not accepted for the following reasons:
125.
a. The Contract which was signed on May 19, 2003 was activated on May 28, 2003 (See Opinion of the COUNCIL of STATE (Plen) 427/2003 which concerns the 1st Amendment under 13 and Opinion of the COUNCIL of STATE (Plen) 336/2004 which concerns the 4th Amendment under 13). Consequently the modifications up to and including the 4th were made before the expiration of the six months from the passage of the initial one year deadline for the delivery of the project, while furthermore for the 4th Amendment there was also an opinion of the Plenary of the COUNCIL of STATE (Plen COUNCIL of STATE 336/2004).
126.
b. The Contract and the C4I System, which comprised its subject, despite the fact that they concerned in the first phase the security of the Olympic Games, were nevertheless also intended for subsequent permanent use and consequently its subject was also the continuation and completion of the C4I System also after the Olympic Games and consequently the subject of the Contract did not change (See also the July 30, 2012 Briefs with Evidence of the Respondent where -p. 12-it is emphasized that the 5th Amendment "did not change the subject of the project and does not constitute a renewal of the initial Contract") nor does a specific time duration arise from the nature of the Contract alone. Concurrently in the same Contract (in its initial form) there existed a term regarding its duration (Term 35.5) which provided that the Contract "would remain in effect until the complete fulfillment by the parties of all of their contractual obligations." In addition, there existed also a term (Article 6) regarding the Amendment of specifications. Finally on July 7, 2004 the "Memorandum of Agreement" was signed between the Respondent and the Claimant and it was for the temporary receipt of part of the project and the later delivery of the remainder "due to objective incapability and fault of all of the parties» (Parliamentary Findings p. 131).
127.
c. Furthermore for the assumption of the 5th Amendment three affirmative opinions of the COUNCIL of STATE were issued namely COUNCIL of STATE 166/2006, COUNCIL of STATE 310/2006 and COUNCIL of STATE 6/2007 which among other things referenced also the matter of time (in particular COUNCIL of STATE 310/2006) and in addition a preliminary inspection was conducted by the Inspection Committee (document 26/2007) with which the Inspection Committee made reference to the matter of interoperability of the C4I and term 8.9 was added to the Contract (Parliamentary Findings p. 279 and July 30, 2012 Briefs of the Respondent p. 23).
128.
d. The modifications after the 5th Amendment were made within the duration of the Contract as extended by the 5th Amendment.
129.
e. Finally, the contesting parties and particularly the Respondent did not raise a matter of validity due to these reasons.
130.
5. Consequently the opinion regarding invalidity of the modifications is not supported either by the terms of the Contract or by the provisions of Presidential Decree 284/1989.

III/ Demand for postponement of the arbitration proceeding

131.
1. Within the context of its Claim for invalidity or otherwise voidability of the Contract the Respondent restates its request for postponement of the arbitration procedure until the conclusion of the criminal proceedings which are outstanding at the primary examination stage of the Siemens case.
132.
2. Despite the fact that a similar request of the Respondent had been rejected by the July 14, 2011 Decision (Interim Award) of the Arbitral Tribunal on the "Pretrial Issues," the Respondent admittedly restates this request because on the one hand the rejection was not final and on the other hand because The Arbitral Tribunal at this stage is deciding on the substance of the matter of the dispute in question and its Decision shall be final.
133.
3. However from what is presented above in connection with the Claims of the Respondent for invalidity, or otherwise voidability of the Contract and from the sum of the evidence not only does proof not arise (Judicial certainty is not created) regarding applicability of the requirements for invalidity or otherwise voidability of the Contract but rather the strongest indications (if not full proof) regarding that for the specific security project of the Olympic Games there existed no bribery or other corruption in connection with the conclusion of the Contract and its modifications and particularly in connection with the critical 5th Amendment, nor with the overall receipt of the project which took place in November of 2008. The fact that it is exceedingly probable that funds were given by Siemens to two political parties or the fact that it is probable that there were bribes from Siemens for other projects in Greece does not constitute proof that there was bribery also for the specific project which it is noted was not a Siemens project.
134.
4. Additionally not only was there no proof regarding that the Claimant (as the contracting party with the Respondent) committed acts of bribery or other corruption or was aware of such actions by Siemens or that it was obligated to be aware of them at the time of assumption of the Contract but to the contrary the Arbitral Tribunal had at its disposal evidence, which was provided by the Respondent and which strongly suggests, if not fully proves, that the Claimant was neither involved with or had knowledge of the illegal activities of Siemens. Whereas knowledge or the obligation of knowledge of the Claimant of acts of corruption by its subcontractor Siemens is a basic requirement for the invalidity or otherwise voidability of the Contract between the Claimant and the Respondent. It should be noted that both for corruption on the part of the Claimant as well as for knowledge of possible corruption on the part of Siemens, the burden of proof lies with the Respondent.
135.
5. Moreover the main examination which is being conducted subsequent to the 2005 order of the public prosecutor, in other words 7-8 years following the initial order of the public prosecutor, no person has been identified nor has a charge been made against any person affiliated with the Claimant or against a person who on behalf of the Respondent handled the conclusion of the Contract or its modifications (since corruption only in connection with the conclusion of the Contract induces its voidability) or who handled matters related to receipt.
136.
6. Even the Parliament Investigative Committee for the investigation of the Siemens Case with its Finding issued in 2011 did not attribute to any political person of those who handled matters of the Contract for the Olympic Games C4I Security Contract both with respect to its conclusion and its modification such responsibilities which could meet the factual basis of the provisions the Respondent claimed for the invalidity or otherwise voidability of the Contract.
137.
7. In addition, in the arbitration procedure the contesting parties had the capability of providing all the evidence available and they did so, while the arbitration procedure was exhaustive and investigated thoroughly both the procedure regarding the conclusion of the Contract and the procedure regarding receipt of the project and no evidence arose which provide any indication that either those handling the signing of the Contract or its modifications nor those handling the receipt of the project on the part of the Respondent did something which was not towards its benefit or to create suspicions that actions were made against the interests of the Respondent.
138.
8. Characteristically, according to the specifics presented above, due to the onset of the Olympic Games under urgent conditions three companies were invited to express interest. Two submitted offers of a similar amount (SAIC 376,037,958 Euro and TRS 398,510,675 Euro). Neither was accepted, negotiations followed, the Claimant was selected as the preferred contractor and following negotiations it reduced its offer to 254,999,000 Euro, which was agreed upon. All of this occurred subsequent to decisions made by all of the qualified and multistaffed bodies at the highest level under the then Prime Minister. This series of events does not justify bribery and indeed augmenting of the price to cover the cost of bribery as the Respondent claims. It is worth noting that the expression of interest by M. Christoforakos to Siemens Germany for funds appears for the first time over one year after the assumption of the Contract, while its execution was well under way and the Government had changed. Furthermore both the critical 5th Amendment (March 2007) as well as the final delivery during which the omissions and deviations of all of the Subsystems were re-examined (November 2008) occurred at times when the system of bribery of Siemens had been revealed and had collapsed. Moreover the changes in persons both due to elections as well as for other political reasons (changes in ministers) or operational reasons (e.g. changes in members of the Receipt Committee) did not create an environment in which bribery could exist.
139.
9. For these reasons the postponement of the arbitration procedure until the conclusion of the criminal proceedings for the Siemens case, which has until now and appears to be for the future quite prolonged, is not justified. Consequently the request of the Respondent for postponement of the arbitration procedure up to the conclusion of the criminal proceedings for the Siemens case must be rejected.

G. THE DELIVERY

1. Introduction

140.
The second matter of broader importance, which is disputed by the contesting parties and the answer to which affects more than one Claim is the question of whether receipt of the C4I System occurred and what are the legal consequences of its receipt or non receipt.

2. Arguments of the Claimant

141.
The Claimant via its December 16, 2011 Briefs claims that it has fulfilled all of its contractual obligations and that the C4I System was received by the Respondent in accordance with the law and the Contract and consequently and for this reason alone its first four Claims should (at the very least) be accepted, namely:

(a) the payment of the remaining price which has not been disputed by the QQRP namely Euro 13,741,011 plus interest and the VAT which is due on the total price namely Euro 25,093,423 (Claim 1),

(b) the payment of the portion of the contractual price which was withheld based on the observations in the QQRP, which according to the claims of the Claimant are unfounded namely Euro 21,466,551 plus interest (Claim 2), and

(c) the amounts of the down payment and good performance letters of guarantee whose forfeiture the Respondent unlawfully and in violation of the contract sought, namely Euro 3,106,766 and Euro 15,770,610 respectively along with their (later determined) expenses namely Euro 128,744 and Euro 124,609 respectively (Claims 3 and 4).

142.
The Claimant bases its claim for the receipt of the C4I System on Articles 8 and 9 of the Contract and particularly paragraphs 8.8, 9.1.1, 9.1.3 and 9.1.5 and based on these provisions it claims that the final receipt of the system occurred on November 14, 2008 when the QQRP was issued (in accordance with term 8.8 of the Contract) or alternatively was made automatically and implicitly on November 29, 2008 namely 30 days after the conclusion of the Final Acceptance Test of the C4I System (in accordance with term 9.1.5 of the Contract) given that the Acceptance Test of the system was completed on October 29, 2008 or in any event the Respondent had received the System de facto, since the Respondent has taken possession and is making continuous use of the System in part (with respect to the "as is" Subsystems) as of July of 2004 and as a whole as of October 2008. In the further alternative the Claimant claims that even if there were material deficiencies/discrepancies which are referenced in the QQRP, because the Decision of the Inspection and Receipt Committee for provision was unanimous, the QQRP is mandatory for the Management in accordance with Presidential Decree 284/1989 and Decision Council of State 1674/2004 and consequently the competent minister could not reject the System.

3. Arguments of the Respondent

143.
a. In its December 16, 2011 proposal and its March 16, 2012 Addendum the Respondent claims that the Claimant had not fulfilled its contractual obligations and that the System had not been received and consequently the competent minister had the right to terminate the Contract in part. More specifically according to the Respondent in Articles 8 and 9 the Contract distinguishes between receipt of the System on the one hand and acceptance and approval of same on the other. For the acceptance and approval qualification lies with the agency and in this case the qualified minister and not the PC&DC [Procurement Control and Delivery Committee] which in accordance with Article 2.3 of Section F of the Contract is qualified to represent fully and exclusively the Purchaser (Respondent) but only for the oversight and inspection of the project and for any other matter or subject which is encompassed in the execution of the project but not for the acceptance and approval of the project which are distinguished from its execution. Consequently the Contract does not contain express regulations for the acceptance and approval of the project, instead forthe acceptance and approval Presidential Decree 284/1989 is applicable to which the Contract refers and in any event the Contract could not deviate from the provisions of Article 68 paragraph 5 and 69 paragraph 2, which are obligatory law, while the decisions of the Council of State to which the Claimant refers interpret Article 68 Par. 1 and 2 of the Presidential Decree and not the provisions of articles 68 Par. 5 and 69 Par. 2 applicable in this case.
144.
b. The automatic receipt foreseen by term 9.1.5 of the Contract is not applicable in this case according to the Respondent, because term 9.1.5 is applicable if a QQRP has not been issued within 30 days from the conclusion of the Final Acceptance Test of the C4I System while in the present case a QQRP was issued on time. Moreover Presidential Decree 284/1989 does not provide for a case of automatic delivery and this unintended gap could be covered by the respective application of Article 28 Par. 3 and 4 of Presidential Decree 394/1996. Even in this case however such notional receipt could not be equal to receipt without reservations but is effected without prejudicing the rights of the State to make the required quantitative and qualitative inspection of the materials.
145.
c. Finally, according to the Respondent a case of de facto receipt does not exist either because the use of certain Subsystems for the needs of the Olympic Games since 2004 and others since 2008 does not constitute de facto receipt, as both the individual Subsystems and the System as a whole had many deficiencies which made them unacceptable.

4. The Arbitral Tribunal

146.
The Arbitral Tribunal upon having reviewed the opinions of the parties deliberated in accordance with the law and the Contract and concluded the following:
147.
In accordance with Article 16 of Presidential Decree 284/1989 (Implementing Bodies for Procurement) the implementing bodies for procurement are distinguished as (a) Opining and (b) Executing (Paragraph 1). Executing bodies among others are ".. c. The Inspection and Receipt Committees for Procurement.... e. The Dispute Resolution Committees...» (Paragraph 3). In accordance thus with Paragraph 7 of the same Article «the composition, purpose and competence of the above bodies is defined in the subsequent Articles.»
148.
2. Furthermore in accordance with Article 19 of Presidential Decree 284/1989 (Competences of the Bodies Executing Procurement), The Inspection and Receipt Committees for Provisions «a. Effect the receipt or rejection, after a qualitative and quantitative inspection of the procurement...b. Recommend referral to a dispute resolution committee disputes which possibly develop between the suppliers and the Agency, for matters of adherence or not to the terms of agreements or contracts and c. Recommend the rejection of part or all of the procurement, which does not fulfill in part or in total the terms of its agreements or recommend the potential receipt of the goods at a discount f rom the contractual value, with a percentage for the cases of application of paragraph 5 of Article 68."
149.
3. Moreover in accordance with Article 68 (Protocols of Receipt or Rejection of contractual products) paragraph 5 of Presidential Decree 284/1989 "In the event it is determined, during the receipt of contractual products, that they deviate from the technical specifications, which however is not such that would render the goods unsuitable for the use they are intended, partial or total receipt of the goods at a reduced price may be authorized by a substantiated decision of the competent body, while the related percentage of reduction is proposed by the inspection and receipt committee."
150.
4. Finally in accordance with Article 69 (dispute resolution) of Presidential Decree 284/1989:

(a) "in the event of rejection of part or all the goods being received or their receipt with a reduction of the contractual price and if the supplier does not agree with the decision of the inspection and receipt committee, he is entitled to request, within 5 days from the date of the protocol of rejection or acceptance with discounted price, the referral of the matter to a dispute resolution committee. The above request is filed in writing to the body that is competent for the procurement.» (paragraph 1), and

(b) "In the event of a disagreement of the members of the inspection and receipt committee for the acceptance or rejection of part or the total of the goods or acceptance with a reduction in the contractual price, he who has the financial power or jurisdiction makes the final decision.

In the case of this paragraph the agency may make an automatic referral to a dispute Resolution Committee, which is obligated to issue the related protocol within 1 month from the referral." (paragraph 2).

151.
5. From the above the following arise:
152.
a. The above provisions interpreted in combination with one another are compatible and create a clear legal framework for the receipt of provisions and projects which are foreseen by Presidential Decree 284/1989.
153.
b. More specifically, despite the fact that the Receipt Committees are defined as bodies of execution (Article 16 Par. 3), their more specific competence is defined (in accordance with Par. 7 of Article 16) from the sequential provisions and particularly Article 19 which in two instances (Par. 2b and c) expressly states the qualification to make a recommendation.
154.
c. Thus (i) when the Receipt Committee accepts or rejects in accordance with Article 19 Par. 2a, its decision (and its protocol) are binding upon the management and the receipt or rejection is concluded with the issuance of the protocol. (ii) When the rejection occurs in accordance with Article 19 Par. 2c, the protocol is merely recommendatory. (In other words for the rejection the Receipt Committee is entitled to pursue the rejection in accordance with Article 19 Par. 2a in which case it is binding upon the management or to recommend rejection in accordance with Article 19 Par. 2c, in other words its protocol is a recommendation to the Management) and (ii) with respect to receipt at a discount the Decision of the Receipt Committee is made at all times based on Article 19 Par. 2c and consequently its protocol is always recommendatory.
155.
d. Therefore, more specifically the protocol of the Receipt Committees, in the case of rejection of part (or even in total due to non satisfaction of the terms) can be either recommendatory or decisive, while for receipt at a discount, it is always recommendatory and not decisive (Article 19 Par. 2c in combination with Article 19 Par. 2a for the rejection).
156.
e. Moreover in accordance with Article 68 Par. 5 of Presidential Decree 284/1989 in the event of receipt at a discount (reduction in price) due to deficiencies, the percentage of reduction (is simply) proposed by the Receipt Committee and consequently it is not binding upon the management.
157.
f. In this case the QQRP is clearly and undoubtedly recommendatory since it is evident that the C4I System is capable of being received (in other words receipt is recommended and it does not receive) with certain omissions and deviations for which it also defines a percentage of reduction of the price.
158.
(6) It is characteristic that all of the protocols of the PC&DC consistently follow the above. Thus:
159.
a. From the protocols from which it appears that the project fulfills the terms of the Contract with material omissions and deviations (either appearing unanimously or by the majority) it rules that the System or the relevant Subsystem "can be received " without however the PC&DC stating that it "receives" (Hence the QQRP of 11-14-2008, but also the Protocols of Receipt of Subsystems 1-7 and 17) while in other cases the PC&DC (either appearing unanimously or by the majority) it rules that the respective Subsystem "must be received " without however the PC&DC receiving. This is a stronger recommendation but it does not cease to be a recommendation. The PC&DC itself does not take receipt, and this is supported also by the fact that the language of the protocol about the amount of the reduction is clearly recommendatory. (Hence the protocols for Subsystems 8-10, 12, 18-19 and 21-30).
160.
b. With respect to the amount of the reduction of the price the above protocols (namely for Subsystems 8-10, 12, 18-19 and 21-30) consistently use the phrasing that "pursuant to the above the Committee proposes an overall reduction.... of the contractual prices for the above material discrepancies." In the protocols where the Committee proposes the potential receipt, it defines the percentage of reduction of the price without expressly using decisive wording or the word "proposes," which however is obvious since it expressly simply proposes t he receipt of the entirety of the relevant Subsystem.
161.
c. In the protocols where the PC&DC rules (either unanimously or by the majority) in favor of the rejection of a Subsystem it uses a clearly different phrasing indicating its decisive power. Hence in the case of Subsystem 20 (TETRA) the Committee (with its Protocol 2004-00/6/2a of 5-25-2007) "decides in its majority the rejection of Subsystem 20 TETRA" (and the parties understood this as final and for this reason the Claimant approached the Dispute Resolution Committee since the arbitration had not yet begun). In addition in the protocol related to the rejection of the training (prot. 2004-00/6/2-ικβ of 10-27-2009) the Committee "decided unanimously the rejection of the training for Subsystems 1-7 due to essential discrepancies from what is defined by the contract" (therefore the matter came before arbitration which had already begun).
162.
d. Moreover in the only Subsystem (Subsystem 11 Airship) where discrepancies were not identified the related Protocol references that the Committee "proceeded with the final qualitative and quantitative receipt of the above subsystem," (See Corrective Protocol 2004-00/6/2-ια of 6-2-2007). Indeed, it is indicative because since the phase of final delivery had not been included in the initial Protocol concerning the Airship (namely 2004-00/6/2-β of 5-292007) the above corrective one was issued.

e. The sole rejecting Protocol which uses the stronger recommendation phrase ("must be rejected") is Protocol 2004-00/6/2-κβ of 6-6-2007, which concerns Subsystem 16 (AVL), while however it was also clear that the parties deemed it to be recommendatory (in accordance with Article 19 Par. 2c of Presidential Decree 284/1989) and not final and for this reason the Claimant did not appeal to the Dispute Resolution Committee (as per Article 69 Par. 1 of Presidential Decree 284/1989), while the PC&DC (obviously also considering the Protocol of 6-6-2007 as non final, amended it and proposed the receipt of Subsystem 16 (AVL) with discrepancies in the scope of the QQRP of 11-14-2008.

(7) Moreover:
163.
a. Paragraph 1 of Article 69 does not define nor is it its purpose to define who receives and who rejects the procurements (as this is regulated by other provisions which were referenced above). Its purpose is to define the instance and the deadline for appeal which is 5 days from the Protocol (however without this meaning that the Protocol receipt is necessarily receipt in and of itself).
164.
b. Further Par. 2 of Article 69 governs what applies when, due to disagreement of the members of the Committee, a Decision cannot be made (even in the majority). In this case the management decides ("the party who has the financial power") but this does not lead to the a contrario conclusion that in other instances the Committee decides. To the contrary, the regulations of Article 19 continue to apply, namely the decisive authority of the Committee in the unreserved acceptance or rejection which is made based on Article 19 Par. 2a (even if its Decision was made via majority and not unanimously, since Article 19 Par. 2 which is the primary Article - sedes materiae - regulating the matter does not make a distinction) and recommendatory authority in the case where the Committee in accordance with Article 19 Par. 2c, recommends the partial or total rejection or acceptance at a discount due to discrepancies or deficiencies.
165.
c. In this case, it is worth noting that Par. 2 of Article 69 does not refer to a Decision obtained via the majority but rather to (complete) inability to reach a decision due to disagreement among the members of the Receipt Committee (and hence the non issuance of the receipt protocol at all) and this first b ecause it does not state it (in other words it does not refer to a decision obtained via the majority) while if it referred to decisions obtained via the majority it would reference it and second because if it is interpreted as referring to a Decision of the Committee via majority, this provision would be contrary to and incompatible with Article 19 Par. 2 where the decisive and recommendatory authorities of the committees are mainly defined, while the main purpose of paragraph 2 of Article 69, which is included in the article regarding dispute resolution, is to define that the decision maker (in the event of inability of the Committees to reach a decision) may also automatically refer the matter to a Dispute Resolution Committee, which is "obligated " to issue the relevant Protocol (and within a specific deadline) so that the problem which arose from the non issuance of a protocol by the Receipt Committee can be resolved.
166.
d. Finally, it must be emphasized that in the specific case according to Par. 7 of Article 69 a different manner of dispute resolution (in substitution of the dispute resolution committee was agreed upon with the Contract, in other words resolution via arbitration as the Arbitral Tribunal deemed in connection with its jurisdiction and consequently the deadlines are different.
167.
(8) From the decisions of the Council of State submitted before the Arbitral Tribunal and from those it itself examined, relating to the matter being examined are the decisions Council of State 6079/1996, Council of State 2161/1998, Council of State 1674/2004 and Council of State 985/2011. From these (a) Council of State 6079/1996 in interpreting Presidential Decree 785/1978 (which is almost identical to Presidential Decree 284/1989) adopts precisely the above expressed opinion namely that when the Receipt Committee does not receive or reject in accordance with Article 19 Par. Ia but rather recommends the rejection or acceptance at a discount in accordance with Article 19 Par. 2c of the Presidential Decree, then the decisive authority belongs to the Management and in the present case to the competent minister. (b) Council of State 1674/2004, despite the more extensive phrasing in its major proposal, concerns the Protocol of the Receipt Committee with which the Committee exercising the per Article 19 Par. 2 case A authority to make receipt (without reservations), wherefore indeed and according to what is presented above, this Decision is binding on the Management, (c) Council of State 2161/1998 (which interprets Presidential Decree 785/1978, which is almost identical to Presidential Decree 284/1989), and whose real events which subjected it to its (more broadly expressed) major proposal related to a Protocol of unreserved acceptance (in other words a Protocol which according to Article 19 Par. 2 case A, is binding on the Management), which was issued also following a unanimous Decision of the Qualitative and Quantitative Inspection Committee and consequently said Decision cannot be used as a justification in support of one or the other interpretation (in other words whether acceptance was unreserved or the unanimity made the Protocol binding) nor of course as a judicial precedent for a Protocol of receipt with deficiencies or discrepancies, (d) Council of State 985/2011 concerned a rejecting Protocol (per Article 19 Par. 2 case A of Presidential Decree 284/1989) which according to what is presented above is truly binding on the Management and furthermore had existed (upon referral of the party having the financial jurisdiction as unfair since he can automatically refer only in the case of Article 69 Par. 2 of Presidential Decree 284/1989) and Decision of the Dispute Resolution Committee for the binding nature of which the Council of State applied mutatis mutandis the provisions for the Protocols of the Receipt Committees (while for the Decision of the Dispute Resolution Committee there exists an express provision regarding its obligatory nature in paragraph 3 of Article 69 of Presidential Decree 284/1989 without mutatis mutandis) and in interpretation of these provisions based on Article 69 Par. 2 of Presidential Decree 284/1989 arrived at the erroneous conclusion that if there is no disagreement between the members of the Receipt Committee its Protocol (regardless of whether it accepts or rejects or it proposes acceptance or rejection with material deficiencies) is binding upon the Management. However this Decision focused attention on Article 69 Par. 2 of Presidential Decree 284/1989 and did not take into any consideration (as clearly arises from the juxtaposition of the provisions in the main statement of its reasoning) the provisions of articles 16 Par. 7, 19 Par. 2c and 68 Par. 5 of the same presidential decree, unless said Decision of the Council of State means that the Management cannot refer in these cases automatically to the Dispute Resolution Committee. This binding nature (as to the inability to self refer to the Dispute Resolution Committee) does not mean that the Management is bound also insofar as the amount of the reduction in price in the event of acceptance with deficiencies or discrepancies something which is specifically regulated by paragraph 5 of Article 68 of Presidential Decree 284/1989 and for this reason it is not needed and the law did not give it the right to appeal to the dispute resolution procedure.
168.
In light of the above ΣτΕ 6079/1996 is absolutely in agreement with the above analysis, while ΣτΕ 1674/2004, ΣτΕ 2161/1998 and Council of State 985/2011 must be distinguished from the present case and not be followed for the reasons presented above.
169.
(9) Consequently, the conclusion according to the above is that accordance with Presidential Decree 284/1989, the QQRP of 11-14-2008 does not constitute an act of receipt but a recommendation to the competent minister who, subsequent to the joint Ministerial Decision of the Ministries of National Defense and Public Order 249101 of August 10, 2006 which was issued per the authorization of Article 19 Law3483/2006, (OGG 169/9.8.2006), is the Minister of Public Order now Minister of Public Order and Citizen Protection.
170.
(10) However the Contract provides (legitimately) in term 8.8 that the signing of the QQRP comprises "final receipt." (It is worth noting that this is allowed since for contracts of procurement of major importance other terms can be inserted that are different from the terms of Presidential Decree 285/1989 in accordance with articles 71 and 73 of Presidential Decree 284/1989 (as the Arbitral Tribunal has also ruled above, in relation to its jurisdiction). More specifically:
171.
a. Term 8.8 of the Contract states verbatim as follows: "Upon completion of all of the testing procedures of the C4I SYSTEM, successfully or with deficiencies/deviations which do not render it unsuitable for its intended use, the BUYER shall issue and sign a [System] Quantitative and Qualitative Receipt Protocol within 15 days of fulfillment, thus FINAL RECEIPT of the C4I SYSTEM by the BUYER is considered to be the specific signature date of the above Protocol. In the event that according to the valid judgment of BUYER there are deficiencies/deviations as described above, they shall be recorded on the [System] Quantitative and Qualitative Receipt Protocol. The parties are obligated, within 50 days of the date of issuance of the [System] Quantitative and Qualitative Receipt Protocol, to see to the resolution of any differences regarding the price value of the deficiencies/deviations of the C4I SYSTEM and its SUBSYSTEMS. if such agreement is not possible to be achieved within the above deadline, either of the Parties shall be entitled to seek arbitration as prescribed by Article 28 for the final resolution of the difference."
172.
b. The timeframe for the automatic (within 30 days) acceptance (term 9.1.5) does not exist since the QQRP was signed while 9.1.5 is applicable when a QQRP is not signed. More specifically term 9.1.5 of the Contract states: «With the reservation of the provisions of Article 8 'ACCEPTANCE PROCEDURES," in the event that the BUYER does not issue and sign the Final [System] Quantitative and Qualitative Receipt Protocol within thirty (30) days fromthe conclusion in any manner of the Final Acceptance Test of the C4I SYSTEM, the C4I SYSTEM shall be considered to be DEFINITIVELY RECEIVED by the BUYER. The SUPPLIER shall be considered to have fulfilled the contractual obligations related to delivery of the C4I SYSTEM and shall be entitled to receive the respective payment. Respectively, in the event that the BUYER does not issue and sign the [System] Quantitative and Qualitative Receipt Protocol of any of the SUBSYSTEMS within the timeframe determined in ANNEX B or within thirty (30) days from the conclusion in any manner of its Acceptance Test, said Subsystem shall be considered to have been received by the BUYER. The SUPPLIER shall be considered to have fulfilled its obligation related to the delivery of the SUBSYSTEM."
173.
(11) Articles 8 and 9 of the Contract use the terms Receipt and Acceptance interchangeably without however consequently attributing different legal consequences one or the other term and from the entirety of articles 8 and 9 and the remaining provisions of the Contract it clearly arises that according to the true intent of the contracting parties and without strict adherence to the words (CIVIL CODE 173) but objectively as demanded by good faith and having taken into consideration also best business practices (CIVIL CODE 200) the contracting parties did not intend to differentiate the meaning of the terms "receipt" and "acceptance" but rather to the contrary intended with term 8.8 to have a clearly defined time point for receipt (which is also supported by the alternative regulation of term 9.1.5) and in any event this is how terms 8 and 9 of the Contract must be applied in good faith upon having taken into consideration also the best business practices (CIVIL CODE 288). Finally, the term "realization"of Article 2.3 of Annex F of the Contract (which appoints the PC&DC as exclusive representative of the Buyer (Respondent) for every matter and subject which relates to the realization of the C4I project) includes also the final receipt of the project as it arises from the combination of term 8.8 of the Contract (in accordance with which the « Buyer shall issue and sign a [System] Quantitative and Qualitative Receipt Protocol » (something which only the PC&DC would do) and then it is considered that the System has been finally received by the Buyer also from Articles 16 and 19 of Presidential Decree 284/1989 in which the term realization clearly includes also the receipt of procurement since they define that implementation bodies are also the inspection and receipt committees for procurements (Article 16 Par. 3c) and that they among other things have the authority to make receipt or rejection of the provisions (Article 19 Par. 2a in conjunction also with Article 16 Par. 7).
174.
(12) However, without a doubt the receipt of the C4I System which took place in accordance with term 8.8 of the Contract based on the QQRP, does not constitute unreserved receipt or approval of the project according to Article 692 of the Civil Code, indeed much more so since the QQRP contained a reference to omissions and deviations and proposed a reduction in the price. Even if the automatic (notional) receipt within 30 days was valid and despite the fact that term 9.1.5 created proof of receipt by the Buyer and receipt of the fulfillment of the obligations of the Supplier, nonetheless it does not arise from the Contract that it creates an unchallengeable proof of complete fulfillment of the obligations of the Claimant.
175.
(13) Moreover with respect to the amount of the reduction of the price, the QQRP does not bind the Management in terms of the law (Article 68 Par. 5 PRESIDENTIAL DECREE 284/1989) or the Contract which provides (term 8.8) a negotiation procedure for the value of the deficiencies within 50 days (which clearly means that neither side is bound by the percentages in the QQRP) and to the subsequent referral to arbitration and indeed by "either of the parties" namely also by the Respondent, for whom such a referral would make sense only if the portion of the unpaid price or the amounts they held in the letters of guarantee did not suffice to cover the claims from the omissions and deviations or from the possible complete rejection of the project, since if these amounts were sufficient, then only the Supplier would have a legal interest to request arbitration. Consequently the Respondent is not bound regarding the amount of the reduction in price by the QQRP even to the maximum degree. The conclusion that in the present case and in accordance with the Contract the QQRP does not bind the Respondent insofar as the reduction in price but rather constitutes asimple recommendation, also arises fromterm 9.1.7 of the Contract which provides a procedure for remediation of the discrepancies and deficiencies of the project and concludes verbatim that:

'In the event that, in spite of the above, resolution of the reasons which cause the as above rejection of ACCEPTANCE of the contractual product is not possible, provided that the deviation of the contractual goods from the technical specification is such that it does not render the goods unsuitable for their intended use, the BUYER shall proceed with the acceptance of the SUBSYSTEM with discrepancies/ deficiencies and respective to these reduction in the contractual price, according to the procedure prescribed by law."

The consequent procedure prescribed by law is described above under 5 (paragraphs 152-157) in accordance with which and in accordance with paragraph 5 of Article 68 the Quantitative and Qualitative Receipt Protocols are not binding but recommendatory with respect to the reduction in the price when the receipt is made with (non essential) omissions and deviations. And while via the Contract the PC&DC was appointed representative of the Respondent for the oversight and receipt of the project and consequently the issuance of the QQRP is mandatory for the Respondent with respect to receipt (even with deficiencies or discrepancies). However there is no term of the Contract, which renders the opinion of the PC&DC regarding the amount of the valuation of the omissions and deviations also binding, but as is presented above from the terms of the Contract it arises that both parties can challenge the valuation of the deficiencies or discrepancies.

176.
(14) Finally the fact that the Respondentdidnotproceedwiththenegotiationsprovidedfor by term 8.8 of the Contract, does not deprive it of any of its rights and in particular its constitutional right to pursue its rights judicially or through arbitration particularly since no provision to the contrary exists in the Contract, but to the contrary in accordance with term 8.8 of the Contract, either party is entitled to refer to arbitration if agreement "cannot be achieved" (within the deadline of 50 days) without there being any restriction as to the reasons for unsuccessful achievement of agreement. Consequently, this proves to be also the true intent of the contracting parties according to Articles 173 and 200 of the Civil Code.
177.
(15) The final conclusion is that the C4I System was received by the Respondent through the PC&DC based on the November 14, 2008 QQRP in accordance with term 8.8 of the Contract which had legally been agreed to. However, this receipt did not comprise unreserved receipt or approval of the project per Article 692 of the Civil Code since the QQRP referenced omissions and deviations and proposed a reduction of the price, while the percentages of the reduction did not bind the Respondent who consequently was entitled to seek, as it does in the scope of the present arbitration, also a further reduction of the price both due to its claims of non fulfillment of the obligations of the Claimant as well as with its claims which it presents as a defense of offsetting but which as a result lead to a reduction of the price. In light of these, both the general Claim of the Claimant in the Request for Arbitration (Claim Ia and b p. 33 Request for Arbitration) that it be recognized that the Claimant "has fulfilled its obligations for Phase I as required by the Contract» and that «it delivered the C4I on time" as well as the general claim of the Respondent regarding non fulfillment of the contractual obligations of the Claimant. (From its December 16, 2011 briefs under B particularly B2 and B3 p. 56-156) are not independent and therefore the fulfillment or not of the obligations of the Claimant are examined in connection with the various independent Claims, while according to the above the general claim of the Respondent regarding non fulfillment of the obligations of the Claimant are examined in connection with the receipt (Briefs of the Respondent under B2) and in connection with the interoperability (Briefs of the Respondent under B3).
178.
(16) Moreover, according to term 8.8 of the Contract the receipt with deficiencies/ discrepancies constitutes the starting point for the commencement of the negotiations of 50 days for the resolution of the disputes of the parties and, if an agreement is not possible, for the seeking of arbitration of Article 28. However, this receipt (based on a QQRP with deficiencies/ discrepancies) does not constitute proof that the Supplier has fulfilled its contractual obligations related to the delivery and that it is entitled to receive the respective payment, in other words this receipt does not have as a consequence the claim of the Supplier for payment to be demanded. This is in contradiction to term 9.1.5 of the Contract where after the passage of 30 days of inaction constitutes proof that the Supplier had fulfilled its obligations and is entitled to receive the respective payment. The difference in the two terms (8.8 and 9.1.5) is obviously not random. However, this conclusion arises also from what is presented above regarding non binding of the Respondent by the percentages of reduction recommended by the PC&DC in the QQRP. More specifically based on the comparison of the above terms, in the case of term 8.8, since the Buyer can challenge the amount of the reduction (even in excess of the percentage recommended by the PC&DC in the QQRP), via negotiations or by seeking arbitration, and since it is not provided that the Supplier via the receipt per term 8.8 is deemed to have fulfilled its obligations (as foreseen by term 9.15), similarly due to the challenge, the Buyer, namely the Respondent, cannot be considered to be delayed based on the contractual terms. This has practical importance among other things also insofar as the accruing of default interest and more specifically with respect to the commencement of such interest, namely as to whether default interest or other compensation due to nonpayment of any potential balance of the price is payable from the time of issuance of the QQRP or from the time of resolution of the dispute based on the procedures provided by term 8.8 of the Contract. In the present case, the contractual terms indicate that according to the intent of the parties pursuant to Articles 173 and 200 of the Civil Code until resolution of the dispute, neither the Respondent is in default nor is the Claimant deemed in the contractual relations of the parties to have fulfilled its obligations.
179.
That the intention of the parties was for no claim of interest or other compensation to be born until the final resolution of the dispute between the parties, arises also from Presidential Decree 284/1989, which is applicable to the contested Contract at least in addition to any issues that are no appropriately addressed by the Contract, and in any event contributes to the interpretation of unclear or dubious terms of the Contract and the seeking of the true intent of the parties. More specifically, it arises from the provision of paragraph 5 of Article 69 of Presidential Decree 284/1989 which states:

"The state bears no responsibility and the supplier, provided the dispute was referred to the Dispute Resolution Committee, has no right to seek from it any compensation for any possible damage it suffered during the interim until the issuance of the final Decision." From this provision which is not contradicted by any term in the Contract but to the contrary is supported by the combination of terms 8.8 and 9.1.5 of same, it arises that the Supplier and in the present case the Claimant are not entitled to interest or other compensation for possible damages suffered during the interim until the issuance of the final decision.

180.
(17) Furthermore, the charging of default interest to the Buyer (in the present case the Respondent) in accordance with Term 10.5 of the Contract requires that payment be due and attributable to the Buyer. In this case according what is presented above in the event of receipt with omissions and deviations and in the event of challenges, negotiations and seeking of arbitration according to term 8.8 of the Contract, no demand or claim of the Supplier is made for the payment of the remainder of the price nor is the Buyer in default (in other words delayed due the buyer's own fault) and consequently term 10.5 of the Contract does not apply.
181.
(18) Finally, in connection with the European Council Directive 2000/35/EC, as implemented in Greece with the Presidential Decree 166/2003 (OGG 138/A/6-5-2003), contracts which have been assumed prior to its publication in the official Government Gazette (Article 9) are excluded from the application of said Presidential Decree and while its publication occurred as per the above on June 5, 2003 the contested contract was concluded on May 19, 2003, in other words it was concluded prior to the publication. Hence, the provisions of articles 1-3 and 6 of said directive, are free from conditions and sufficient precisely as they are and consequently according to precedent case law of the European Court of Justice they have direct application and private citizens can refer to them against the member state before the national courts in the event that the member state neglected to t transfer them into their national justice system in a timely manner (See ad hoc for Articles 1-3 of said Directive, Decision of AEK-4th Department dated May 24, 2012 in the case Amia Spa v Provincia Regionale di Palermo particularly points 32, 33 and 40). Consequently, in accordance with Article 6 Par. 1 of said Directive is in effect as of August 8, 2002 and consequently encompasses the contested Contract.
182.
Again in accordance with Article 4 Par. 3 of said Presidential Decree (166/2003) and Article 3 (Par. 1c) of the Directive, for the lender to be entitled to interest, the lender must have fulfilled its contractual and legal obligations and the borrower must have delayed payment due to its own fault, namely conditions which according to the contractual intent of the parties do not apply according to what is presented above (namely due to contractual terms 8.8 and 9.1.5 but also of paragraph 5 of Article 69 Presidential Decree 284/1989, which is applicable also due to reference in the Contract) as long as the case is outstanding.

H. DEMAND (CLAIMS) of THE CLAIMANT

1. Claim for 15,434,259 Euro as balance of the price and 25,093,423 Euro as VAT (Claim 1)

183.
(a) The Claimant with its request demands 15,434,259 Euro as the balance of the unchallenged price and 25,093,423 Euro as VAT for the total price (except the amount of deductions defined by the QQRP).
184.
(b) based on what is presented above regarding the receipt of the C4I System, the Claimant is in principle entitled to the balance of the price with the reservation of the final determination of the balance of the price after the deductions of contractually agreed amount or amounts which arise from possible counterclaims of the Respondent presented as offsetting or as claims for further reduction of the price.
185.
(c) Moreover the Claimant is also entitled in principle to the VAT as this is foreseen by the Contract, particularly if it has paid it. However, the exact amount of the VAT can be determined when the total amount of the price the Claimant is entitled to is finalized by calculating on it the percentage of 19%, VAT applicable at that time, while any possible additional VAT which it paid the Claimant shall be entitled to seek same as unduly paid or to offset it against its other obligations for VAT, while if additional amounts of the price are ruled in its favor (for example due to limitation of the deductions for omissions and deviations (O&Ds) it would be entitled to VAT also against these amounts. The claim of the Respondent (Post-Hearing Brief of July 30, 2012, p. 242), that the Claimant is not entitled to VAT because the VAT was paid by SAIC Greece is unfounded since the office of the Claimant in Greece is a branch of the same legal entity, in other words of the Claimant.
186.
(d) More specifically, the first amount which the Claimant seeks (namely 15,434,259 Euro) is the amount of Final Payment according to the Contract Final payment (36,900,810 Euro) minus 21,466,551 Euro, an amount which corresponds to the values of the omissions/deviations according to the final QQRP of the C4I System. The Respondent admits that it has not paid the amount of the final payment (in other words the payment which should have been made upon final acceptance). From the Contract and the final QQRP dated 11-14-2008 it is proven that the amounts of the final payment and the values of the omissions/deviations according to the Receipt Committee (PC&DC) are those referenced in the request for arbitration, namely 21,466,551 Euro. Furthermore the Respondent claims that the Claimant must bear the cost of the fees for its technical advisors, amounting to 2,900,000 Euro. This claim is fully evidenced by the Contract (Article 41.4 of the Modification No. 5), and it is also on the other hand admitted by the Claimant. Indeed, in the last point on p.62 point 72 of its December 16, 2011 Briefs it admits the above claim and deducts this amount from the amount of the final payment, while instead of the above amount referenced in the request, it requests the amount of 13,741,011 Euro, with deduction also of the value of the omissions/deviations. This value however (of the O&Ds), while expressly referred to in the same page of its briefs, that it amounts (according to the final QQRP dated 11-14-2008) to 21,466,511 Euro, it calculates it as 20,259,799 Euro, namely at a percentage of 12.9% against the amount of 156,904,744 Euro, namely against an amount different than the one calculated by the PC&DC, which starting from an amount of omissions of 21,466,551 Euro, itreduces itto apercentage of 12,912% against the total amount, as referenced in Annex 13 namely 166,246,361 Euro7. On which amount the percentage of O&Ds must be calculated or in any event what should be the amount of reduction of the price is not a matter which refers back to the first item requested above, but to the item which concerns the estimation of the value of the O&Ds, which the PC&DC defined, namely as in Claim 2 the requested amount of 21,466,551 Euro. The unilateral on the part of the Claimant reduction of this value by the amount of 1,206,712 Euro is contrary to the Contract, which provides that any potential disputes between the parties regarding the value of the O&Ds shall be decided by agreement (not unilaterally) within 50 days from the issuance of the final QQRP, or otherwise with referral to arbitration (Article 8.8 Sec. c). It must be further noted, that the Claimant made said reduction in the value of the O&Ds also in the invoice which it sent for payment to the Respondent following the issuance of the final QQRP (See the CA-08-838 document of SAIC to the Ministry of Public Order dated 12-12-2008 (Ref. no. SAIC 34 and the documents thereto attached). Consequently, after the deduction of the value of the O&Ds on the one hand, which is referenced in the final QQRP, of the amount of the fee of the technical advisors of the State on the other hand, there remains a balance to be paid of [36,900,810 - (21,466,551 + 2,900,000)=] 12,534,259 Euro. Furthermore, the Claimant deducts for withholding a percentage of 4% namely 5,282,826 Euro (p.62 of its December 16, 2011 Briefs). It must also be noted that with respect to the above amount of 1,206,712 Euro, on the one hand the Claimant deducts it unilaterally from the value of the O&Ds (precisely because it calculated the reduction at 12.9% against a different amount as presented above), on the other hand it independently asks for the deduction of the above amount from the amount of 21,466,551 Euro, which will be discussed in the examination of its said claim. Consequently however, if indeed its claim is valid that this amount should not have been calculated on the value of the O&Ds, it would be adjudicated to the Claimant twice. Consequently the balance of the price, beyond the value of the O&Ds initially amounts to (12,534,59 - 5,282,826 =) 7,251,433 Euro. This amount however must be calculated together with all of the remaining amounts of the claims below in order for the final amount to be ruled on.
187.
(e) With respect to the second of the above amounts, namely the claimed amount of 25,093,423 Euro for VAT, it must be noted that indeed pursuant to Article 12.2 of the Contract an obligation of the Respondent to pay to the Claimant "any Value Added Tax applied to the contractual price, as well as the amount of any due tariffand import VAT on the contractual items or items that are integrated in contractual items, if such are imposed" is provided. The Claimant calculates the VAT at 19% against the amount of 132,070,649 Euro for which it issued its final invoice 1-3/12-12-2008, which is attached to its document dated 12-12-2008 (CA-O8-838) which it addresses to the Ministry of Public Order (and is submitted as its Exhibit 34). The manner of calculation of the amount of 132,070,649 Euro arises from said document and from the analysis of the Claimant in its Statement of Claim of December 16, 2011 (p.62 footnote 72, namely 118,329,638 Euro + 13,741,011Euro = 132,070,649). During the hearing the Claimant provided the no. 37/2009 Periodic VAT Statement dated 28-1-2009 which concerned the twelfth month of 2008, which shows that the above VAT was paid by offsetting (along with apparently certain other owed amounts of VAT from transactions in December 2008). From these it arises that the Claimant indeed paid via offsetting the amount of VAT it seeks. Consequently, it is entitled to receive from the Respondent the amount of VAT which corresponds to the price of the Contract, which shall be ruled in its favor and if the amount of VAT it paid is greater than that which corresponds to the price ruled for it, it shall be entitled to request the return of the difference or to offset it against other obligations. It is worth noting that if due to restriction of the reductions for O&Ds an amount is ruled to the Claimant that is larger than that for which it issued an invoice (in other words if it receives a ruling for an amount greater than the amount for which it issued its final invoice), it must issue a supplementary invoice and shall be entitled to VAT against it as well.

2. Claim for 21,466,551 Euro which was withheld based on the QQRP (Claim 2)

188.
1. In accordance with sections b-d of Article 8.8 of the Contract (5th Amendment), the parties are obligated within 50 days from the date of issuance of the final QQRP to seek resolution of every dispute between them for the value of the discrepancies/ deficiencies. The Claimant maintains that it repeatedly invited the Respondent to negotiate in this regard, that it in fact proposed the extension of the related deadline, due to the holidays Christmas of 2008 - New Year 2009, that the Respondent rejected the proposal for extension of the deadline, because, as it stated, Article 8.8 comprises 'a material term of the Contract from which the contracting parties must not deviate," that however the Respondent refused to negotiate, violating thus its contractual obligation. It maintains further to this, that the Respondent forfeited any potential right to a reduction of the price of the procurement by the above amount, i.e. that it is practicing such right abusively, i.e. that the related withholdings are unproven and unfounded. It asks thus that the Respondent be ordered to pay the above balance amount of 21,466,551 Eurofor the payment in full of the final payment of the contractual price. These claims are refuted by Respondent (See particularly p. 157, 199 of its briefs dated 12-16-2011).
189.
2. From the entirety of the evidence it was indeed proven that the Claimant, following the issuance of the 11.14.2008 final QQRP of the C4I System, called on the Respondent to resolve their disputes as to the amount of the value of the discrepancies/ deficiencies. Specifically, with its 11-27-2008 document (ref no. Claimant 97), the Claimant proposed the extension of the related deadline, but this request was rejected by the Respondent with its prot. no. 2004/1/17/47/68- n.E/11-28-2008 document, with the reasoning thatthe deadline of 50 days "compriseda material term of the Contract, from which the parties could not deviate" (ref. no. Claimant 98). With a document dated 12-5-2008, which was apparently drafted by the subcontractor Siemens, employees of which also sign it, the Claimant notified the Respondent of the points of dispute regarding the deficiencies/discrepancies of the final QQRP, while with another document of the same date it requested "the immediate commencement of meetings with the appropriate and authorized dispute resolution body with the aim of resolving their differences and the verification of the remediation projects" (See Claimant exhibits 100, 101). But in the end the Respondent did not agree to discuss with the Claimant regarding the value of the discrepancies/ deficiencies. It violated thus the related obligation it had, based on article 8.8 of the Contract. However the violation of this obligation does not produce the consequences the Claimant claims. More specifically the violation of said obligation does not deprive the Respondent from its right to deduct from the price of the procurement the value of the discrepancies/ deficiencies, nor does it make its exercising of said right abusive, as the Claimant maintains. Specifically, forfeiture of the related right is not foreseen by the Contract, nor can it be based on any provision of law. It is worth noting, the Claimant does not refer to a references a legal basis for supporting its claim of forfeiture of the Respondent concerning its related right. According to the Contract the only consequence which is indirectly attached to the violation of the obligation to participate in a procedure for amicable settlement of disputes within 50 days from the issuance of the QQRP of the C4I is the capability of the other party to seek arbitration. Moreover, non participation in the procedure for attempting to reach an agreement on the determination of the value of the deficiencies/discrepancies does not constitute a behavior blatantly contrary to customary practices, good faith or the social or financial aim of the right for reduction of the price by an amount equal to the value of the deficiencies/discrepancies and consequently it does not render the exercising of said right abusive. The above claims of the claimant regarding forfeiture of the Respondent from its right to reduction of the price for deficiencies/discrepancies must consequently be rejected as unlawful, whereas regarding the abusive practice of said right, the grounds of said right be examined.
190.
3. As expressly stated in Article 8.8 of the Contract, in the event that in the final QQRP of the C4I deficiencies/discrepancies are listed, the parties are obligated to resolve any dispute "regarding the value " of said discrepancies/ deficiencies within 50 days. if they do not agree, each party shall have the right to seek arbitration for the final resolution of the dispute. Consequently, the subject of the dispute to be resolved, either through the agreement of the parties or through arbitration (if no agreement occurs), is only -according to the clear term of the Contract- the value of the discrepancies/ deficiencies, not their existence. The determination of the discrepancies/ deficiencies belongs to the unaudited judgment of the PC&DC. This, otherwise, is also reasonable. Because to what degree the System fully met the specification or presented deficiencies/discrepancies and which ones specifically, could only be determined during the test which would occur according to the approved plan. The questioning of whether there truly existed or not a particular discrepancy/ deficiency which according to the judgment of the PC&DC was determined during said test, logically requires a new test, based on a new plan, and assignment of the related judgment to a third expert observer. This is not consistent with neither the finality of the QQRP of the C4I System, nor with the authority granted by the parties to the PC&DC, nor with the purpose of the Contract, which was that with the final QQRP of the system conclusion of the implementation of the first phase (PHASE I) of the Contract. Consequently, and if it is possibly considered, that on this matter the parties were not clear (despite the fact that there exists a clear term that they would resolve any dispute "regarding the value") and that consequently a related question is created, again, interpreting the Contract in accordance with articles 173 and 200 of the Civil Code, namely based on the principles of good faith, taking into consideration also best business practices, it arises that the true intent of the parties was that the subject of their agreement or (in the event of non agreement) of arbitration be only the determination of the value of the deficiencies/discrepancies, not their re-identification, which would potentially imply a new test of the C4I System and thus would possibly place in doubt the finality of the execution of the Contract and the QQRP. Unless, of course, something which is not specifically identified and which is not foreseen by the Contract is listed in the QQRP as a discrepancy/ deficiency. Because the interpretation of the Contract and the diagnosis of the rights and obligations arising from it belongs to the jurisdiction of the Arbitral Tribunal and not the PC&DC. The latter can only independently detect certain facts, which according to its opinion constitute discrepancy/ deficiency from the contractual obligations of the Claimant. if however there indeed exists a relevant contractual obligation, it is the in the jurisdiction of The Arbitral Tribunal to decide so. Similarly, the court has jurisdiction to decide, if for the specified deficiency there is a lack of fault and consequently responsibility of the Claimant (CIVIL CODE 336, 381, 282), provided of course that a relevant claim is raised.
191.
4. The percentage of the reduction which the PC&DC references in the QQRP of 11-14-2008 can be challenged by both parties by seeking arbitration in accordance with term 8.8 of the Contract and thus both in accordance with the clear letter of said term as well as from what is presented above [in chapter Z regarding Receipt under 4(13), paragraph 175] the Respondent is not bound by the amount of the reduction proposed by the QQRP when the PC&DC decides on the receipt of a procurement with (non essential) deficiencies or discrepancies. The fact that Article 69 of Presidential Decree 284/1989 provides the capability to appeal to the Dispute Resolution Committee only to the Supplier (excepting the case of paragraph 2) it does not overturn the above because said regulation of Article 69 of Presidential Decree 284/1989 is due to the fact that on the one hand in certain instances (namely of Article 19 Par. 2a of Presidential Decree 284/1989) the Management is bound by the Qualitative and Quantitative Receipt Protocol, while in the remaining cases (namely of Article 19 Par. 2c of Presidential Decree 284/1989) which includes also the proposed receipt at a discount due to omissions and deviations, the Management does not need to appeal to the Dispute Resolution Committee of Article 69 since the Qualitative and Quantitative Receipt Protocol is simply recommendatory and the Management on its own can make the decision. Moreover in the specific case there existed a permissible different agreement between the parties (in term 8.8 of the Contract) which renders the QQRP mandatory for the receipt (despite the fact that it proposes receipt with deficiencies ή discrepancies) but does not render it binding regarding the amount of the proposed discount of the prices since the same said term (8.8) of the Contract expressly grants both parties the right to challenge the value of the deficiencies or discrepancies both by negotiating as well as by seeking the judicial process of arbitration. A different interpretation, which would render term 8.8 unilateral and deny the Respondent the capability to seek judicial redress (while it would permit it for the Claimant, something which the Claimant indirectly implies claiming that the Respondent was disallowed the right to reduce the price) would render term 8.8 contrary also to the constitutional right to seek judicial redress. Moreover the need for seeking arbitration for the Respondent arises also from the term of the Contract regarding letters of guarantee in accordance with which the Respondent may find itself without coverage of a letter of guarantee on the one hand because (as per term 11.3 of the Contract) the down payment letters of guarantee are reduced gradually with the partial receipt of each individual Subsystem, without this reduction being at all connected to the dispute resolution procedure and consequently these letters of guarantee (down payment) may be returned in their entirety before the final delivery of the C4I System in its entirety, while the good performance letter of guarantee is equal to 10% of the price while the value of the deficiencies or discrepancies may exceed this percentage (See also below under Η3, paragraph 202 et seq., regarding the Claim of the Claimant for return of the letters of guarantee which was transformed into payment of the amounts of the letters of guarantee which the Respondent collected in violation of the Contract). Consequently, even if it were deemed that there is any doubt to the absolute clarity of term 8.8 of the Contract, once again said term according to the true intent of the parties based on good faith and fair practices (CIVIL CODE 173 and 200) should be interpreted as allowing both contracting parties to seek the arbitration procedure.
192.
However, despite the fact that both parties had the capability of challenging the amount of the reductions proposed by the PC&DC via the QQRP of 11-14-2008 they follow almost the same line of defense in support of their positions. Thus the Respondent generally challenged the fulfillment of the contractual obligations of the Claimant and indeed to such a degree as to present offsetting, a counterclaim for return of the total amount it paid to the Claimant (particularly due to lack of interoperability) but it did not challenge the amount of the individual reductions (but to the contrary it incorporated the entire QQRP of 11-14-2008 both in its initial Answer to the Request for Arbitration as well as in its 12.16.2011 Briefs) except for certain Subsystems for which it has presented counterclaims for offsetting challenging indirectly but clearly the amount of the reductions of the QQRP. Respectively the Claimant also generally challenged the reductions of the QQRP requesting that it be adjudicated the entire amount of 21,466,551 Euro and for the first time (in the scope of the arbitration procedure) with its 7-30-2012 Addendum- Supplementary Briefs (p. 102-115) it makes specific challenges which itself calculates at one third of the reductions or approximately 7,000,000 Euro (See Par. 907 et seq.). It is worth noting that at the end of these briefs the Claimant cites also Tables with answers to the individual observations of the QQRP in relation to which reference is made below under 0.2 (paragraphs 354-356).

In light of the above the general challenge of the Respondent as to the height of the reductions is examined in connection with the defense of offsetting due to lack of interoperability (See below under 02) while the rest of its more specific objections are examined in the scope of the remaining claims of offsetting. The specific objections of the Claimant as to the height of the reductions proposed by the QQRP are examined in the present chapter directly below (excepting the exclusion of Subsystem 20) in connection with the non installation of a second switching center which is examined below under 03).

193.
6. As regard the total value of the deficiencies/ discrepancies in question in connection with which the Claimant maintains (Addendum- Supplementary Briefs of 7-30-2012, Par. 935, p. 114-115), that the amount of reduction of the price for omissions and deviations (12,912%) was erroneously calculated in the QQRP against the amount of 166,246,361 Euro (which is the total price of the individual Subsystems together with the cost of maintenance of Phase II) while it should have been calculated against the amount of 157,706,100 Euro (which is the price of the Subsystems alone) the following are fully proven: The PC&DC proceeded, in the presence of representatives of the Claimant and upon having taken into consideration the reports and observations of the technical advisors of the Respondent and every other useful information, to a detailed listing of all of the deficiencies/ discrepancies of individual subsystems. The determined deficiencies/discrepancies were in its judgment immaterial as they were all reversible. This was reported also by the three members of the Acceptance Control and Procurement Committee, who were examined as witnesses of the Respondent before of the Arbitral Tribunal. Specifically, the witness Ioannis Petropoulos, member of the PC&DC, officer of the Greek Police, a graduate in electrical engineering from the University of Thessaloniki with a post graduate degree from Surrey University of England, testified, among other things, the following: that the deficiencies/ discrepancies are characterized as immaterial, because they are not so severe and they do not render the remainder of the System (or subsystem) non operational (stenotyped Minutes p. 249-250) * that the Committee deemed that, following the training that would ensue, "it would be possible for the System to operate to the maximum degree with the maximum configuration" (stenotyped Minutes p. 263) * as well as that the valuation of the deficiencies/ discrepancies was made based on the cost which would be required for their remediation, "what the Supplier required to remedy the deficiency... How much time it needs, how many work hours the Contract gave a general idea of the cost of each subsystem, the individual materials, how much they cost and of course it provided at many points also some funds for the work hours which would be required... Basically there was a price list... "(Stenoyped Minutes, pages 261-262). Also, witness Panagiotis Anastopoulos, a member of PC&DC, officer of the Fire Department, a graduate electrical engineer of NTUA, testified, inter alia, the following: "The criterion (:for material or immaterial omissions/gaps) has always been the specifications, which had no hierarchy in terms of significance. This was left to the opinion of the Commission... there are always some flaws... We decided that they were reversible, since good faith and cooperation remained... " (Stenotyped minutes, page 387). To the question whether they could be reversed by the buyer (:Respondent) or supplier (:Claimant) or both, he replied: "Alternatively and separately. Each one and the other one could do it." Also, the same witness, in his affidavit no. 7202/11-30-2011 before the Magistrate of Athens submitted, inter alia, that: "In regard to the omissions/deviations of C4I and the amounts of the relevant depreciations, the amounts of the depreciations were evaluated on the basis of our experience, with basic criteria the value of the required work hours for the restitution of any omissions (material or functionality) or configuration. Also, in the evaluation of the depreciation, the material and services price list that is attached to the Contract would be considered, as well as the reports of the technical consultants". Also, the witness of the Respondent Pan. Mertis, a police officer, member of the PC&DC, with a master's degree in information systems, when answering questions, a) whether the criterion of the materiality of shortages/deviations or lack thereof was the ability to restore them, and b) whether the indicated amount of depreciation represents the cost in work days, materials etc. to be replaced, replied affirmatively to both questions.
194.
From these testimonies, in combination with all other evidence, it is fully demonstrated that the PC&DC, upon receipt of the C4I appraised the value of any omission/deviation on the basis of cost, that would be required to restore it, then added the valuations of the value of omissions/deviations of each subsystem, found the total amount required to fully restore the function of a particular subsystem and calculated the percentage of the overall subsystem value this amount represents according to the Contract. Since the value of the Subsystems in the Contract included the cost of their construction and the price for support and maintenance, and the price for training, the amount reduction to a percentage was correctly made on the basis of the total price of each subsystem, that is, after all, the only one mentioned in the Contract, since the price for maintenance/support is referred in total for the entire C4I System. The sum of the value of omissions/deviations of all subsystems and the reduction of the sum as a percentage of the contract value of the C4I System, that is, both the so-called "PHASE I", and the so-called "PHASE II" resulted in a reduction rate of 12,912%. Therefore, what is crucial for the value of omissions/deviations is solely the amount of 21,466,551 Euro, which, in the judgment of the PC&DC, is required to address gaps / deviations. The subsequent decision of the Commission, that this amount corresponds to a reduction of 12,912% to arrive at a price of 166,246,361 Euro (that is, the price of "PHASES" I and II) or 8,400% of the amount of 255,540,871 Euro (i.e. the total amount of the commission) is redundant and lacks legal relevance within this Arbitration, was manifestly to satisfy the provisions of Article 68 par. 5 of Presidential Decree 284/1989 which provides that the Procurement Control and Delivery Committee shall suggest that the percentage of the reduction, that is, shall express the reduction as a percentage. Therefore, the Claimant's allegation that PC&DC incorrectly calculated the percentage of omissions/deviations at 12,912% of the total amount of 166,246,361, Euro while it had to calculate the amount of 156,906,744 Euro is unfounded. The methodology of PC&DC was not to calculate the percentage of the reduction, due to omissions / deviations, but the cost of replacing the omissions / deviations. It reached the conclusion that this value (remedy of omissions) totaled 21,466,551 Euro and then determined the above percentages of the depreciation (as it did for each specific subsystem). if they had calculated the percent of the reduction for only PHASE I amount (156,906,744), this would amountto 13,681%.
195.
This applies, of course, to each subsystem. However, it also primarily applies to the entire C4I System. The same accounting error of the Claimant is also committed by its witness Kemble Widmer (see especially the Stenotyped minutes, page 661). Therefore, the request of the Claimant to reduce the amount of 21,466,551 Euro of the omissions/deviations by 1,200,000, Euro due to that the discount rate of 12,912% was calculated incorrectly in the Quantitative and Qualitative Receipt Protocol (QQRP) to a greater amount than the price at which it should have been calculated, is based on a false condition and should therefore be dismissed as unfounded, as rightly asked by the Respondent. As mentioned above, this amount is erroneously and unilaterally subtracted by the Claimant and upon the calculation of the uncontested balance of the price, had also removed it (again, unilaterally) as well as from the invoice sent on 12-12-2008 to the Respondent (see Fig and Motion 1 by the Claimant under HI above).
196.
7. Claimant further supports that the amount of the price reduction by 21,466,551 Euro for omissions/deviations is speculative, because "the Respondent produced no evidence" (p. 59-60 of the Opinion of 16-3-2012, par. 379 et seq.) and that "one third of the total value of the alleged omissions/deviations is based on nonexistent omissions / deviations" (p. 106 of Addendum-Supplementary Briefs dated 30-7-2012, par. 907 et seq.) However, as discussed above (no. 3 in this chapter, paragraph 190) under Article 8.8 of the Contract, both the Claimant and the Respondent, have the right to dispute only the value of omissions/deviations listed in the Protocol, not their existence. Therefore, the allegation on the lack of omissions/deviations listed in the QQRP as raised by the aforementioned, but also with other abridgments to the briefs of the Claimant, contradicts the Contract and is therefore inadmissible. However, regardless of this inadmissible part, the allegation that the value of the omissions/deviations is not proven and is, other than as listed below, unfounded. Because, of the produced evidence as a whole and in particular the testimonies of witnesses of the Respondent Ioan. Petropoulos, Pan. Metris and Pan. Anastasopolous (members of PC&DC) it is demonstrated, that the value of omissions/deviations in QQRP is equal with the amount required to restore the omissions, according to the Contract (for the method of assessment of omissions/deviations from the PC&DC and indicative analysis of certain omissions or deviations, see below under I.2), except from the exceptions specifically mentioned below, on which there is a special objection of the Claimant, as a matter of fact, for the first time in the context of the Arbitration Procedure with the Addendum-Supplementary Briefs submitted on July 30, 2012, after the hearing procedure (p. 102115, par. 893-937).

Specifically, the Claimant specifically questions the following amounts of the omissions/deviations indicated in the QQRP:

197.
a) Deviation in Subsystem 16 concerning a delay in data transfer. This deviation is assessed in the QQRP, according to the Claimant, at the amount of 1,200,000 Euro. However, Claimant argues that this is a consequence of a design requirement, regarding the terminal station, whereby priority is given to voice data over other data. That is, when the channel carries voice to the terminal, the transfer of other data is suspended, and then transferred with a delay when the transfer of voice stops. This means that while the fact found by the PC&DC is true, that data transfer is delayed, this is not a defect or lack of contractual status, as indicated by the PC&DC, because the priority of voice over other data transfer is a necessary consequence of the contractual requirement. In QQRP this deviation is reported as "need to reset vehicle TETRA terminal" (p. 56 of the QQRP) as derived by the relevant observation (p. 45 of the QQRP) and because it is only assessed at a 28% discount rate, that is, in the amount of (4,326,595 x 28% =) 1,211,446, Euro while all other discounts (excluding funds for Dallas Keys) are trivial. To this deviation, Claimant responded as follows (by Siemens document no. IN-09936/12-5-2008) (Ref. 101 of the Claimant, which was apparently forwarded to the Respondent, as shown by subsequent correspondence): "Our company, in cooperation with the manufacturer, is reviewing the problem you mentioned...... In no case, however, do we consider that said deviation justifies the amount of the discount which you are imposing.......» He did not mention, that is, anything suggesting that the aforementioned alleged deviation is a consequence of the contractual obligation to give voice priority over the transportation of other data. Moreover, the witness of the Claimant Kemble Widmer also did not testify to this effect in his two affidavits, while the witness of the Claimant Fot. Dimopoulos, who testified in his affidavit no. 3303/3-14-2012, at length, about the claims raised by the Respondent in regard to Subsystem 16, merely stated that for Subsystem 16, the QQRP "raises only minor omissions and deviations," without mentioning that delayed data transfer is due to the contractual obligation to give priority to voice transfer. Also, the Claimant did not raise such an allegation in its briefs or in the Addendum-Opposition dated 3-15-2012 either. This was testified for the first time during the hearing of the case by Widmer and Fot. Dimopoulos, witnesses for the Claimant (stenotyped minutes page 653). The first does not reveal whether he attended or not during the relevant subsystem test, which was accepted by the final QQRP dated 11-14-2011, while the second expressly claims that "the perception he has derives from conversations...... and the documents.......» He initially submits that he considers "overrated costing" (stenotyped minutes page 502) and then "it is not a defect, no amount should be discounted" (stenotyped minutes page 514). Moreover, the witness of Respondent Contantinos Kardaras testified that during the test, where he was present, "the end user application required repeated restarting" and that "there was a discontinuation in sending the data signal of vehicle position" (stenotyped minutes p. 138). During a confrontation with the witness F. Dimopoulos, in his examination K. Kardaras testified that "Channel 1001, which was used and from which the car terminal operated most of the time, had no voice and had no other data....... The TETRA channel that utilizes the AVL had no motion, which would justify the data transfer discontinuation. And this was channel 1001." In view of the above there is no evidence that the data transfer failure as found by the PC&DC, and the need to restart the terminal are due to the voice priority specification, and this is because specifications 1.5.8 -1.5.10 of Annex 1 of the SLA provide indeed that according to the requirements of the buyer, voice will have a priority over data (something reasonable in case of a crisis), but it does not follow that such a specification would inevitably result in the interruption or delay of data transfer, while they explicitly provide (1.5.10)thattheTETRAnetworksupportssimultaneousvoiceandSDS. Therefore, from the evidence in the legal brief it is concluded that a data interruption indeed exists, but it was not concluded that this is because voice was transferred during the data interruption, nor that the voice transfer justifies technical and contractual data transfer interruption (and which type of data). Therefore the aforementioned price reduction was correctly imposed. The Claimant further submits that in regard to the same subsystem, a reduction in price by 315,000 Euro was correctly imposed due to failure to deliver the "DallasKeys."Thisis the second observation of the QQRP, forwhichaprice reduction at arate of 7.58% is calculated, or(4,326,595 x7.58%=) 327,956Euro. Inthe aforementioned response letter IN-09936/12-5-08 of the Claimant, it is stated about this omission that: "a response is expected fromyour Service regarding the place of delivery for the materials. The supplier is not responsible for the failure of delivery to this day." At any rate, the witness of the Claimant K. Widmer testified that this material had not been delivered until the drafting of the QQRP, because they did not know where to deliver it, and that they delivered it in December of 2008. This is confirmed by the bill of transportation dated 12-17-2008 of Siemens (ref. of Claimant 316). There is no evidence to the contrary. It is therefore concluded that the failure to deliver the aforementioned material until the preparation of the QQRP is not due to fault of the Claimant and that in any event, the Claimant ultimately fulfilled his obligation. Therefore the amount of 315,000 Euro (as per the claim) should be subtracted from the discount and, thus this amount should be awarded as a balance to the Claimant.
198.
b) Deviation in Subsystem 17 concerning failure to install 23 cameras, which results, according to the QQRP, in a reduction in price by 658,000 Euro. The Claimant claims (Addendum-Supplementary Briefs dated July 30, 2012, par. 911) that this deviation is unfounded because it delivered all the equipment for the installation of said cameras, and the failure to install it was due to failure of the Respondent to fulfill its obligations. The Receipt Protocol of said subsystem (dated 7-28-2008, number 2004-00/6/2-46) the PC&DC mentions, as 5th general observation that: "Given the request of the supplier to be shown the location for the delivery of the remaining equipment of twenty-three (23) cameras that has not been placed in a warehouse of the buyer, the observation about failure to place and set up said cameras in operation, as concluded by the (f) relevant document of the supplier is an immaterial deviation with a discount of 3.53344% of the contractual amount of the Subsystem, which corresponds to failure to provide a) Analysis Services and integration, and b) partial completion of the work of an electrician and civil engineer.......» That is, the deviation observed in the Protocol is reduced to a failure to provide services, not to a failure to provide the equipment. The final QQRP dated 11-14-2008 refers to this Protocol and provides for a reduction of the price by the aforementioned amount. The Claimant, copying the things that its witness K. Widmer testified at the hearing, claims that the installation of cameras is due to failure of the Respondent to fulfill its obligations, specifically that the Respondent, and the departments controlled by the Respondent, refused to provide the necessary cooperation for the installation and operation of cameras. In particular the aforementioned document number IN-09936/12-5-08 of subcontractor Siemens mentions, inter alia, the following relative to the failure of operation of 23 cameras: "In thirteen (13) out of twenty three (23) camera locations, the Supplier performed all required contractual tasks, while it was not possible to acquire connections by OTE and DEH, according to statements by these organizations. Five (5) of the 23 locations did not start to function, by fault of the Buyer (failure to provide work permits). In 4 locations, work stopped by request of the Buyer to change locations, without providing a cost approval for the relative proposal, and in one location work stopped (at the stage of the equipment installation on the post and the cabinets) due to vandalism of the cabinet." The aforementioned are detailed (for each camera separately) in Siemens document IN-08394/6-17-2008 that was sent to the Respondent by the Claimant on the same day (see ref. 282 of the Claimant), that is, after conducting the acceptance testing of Subsystem 17, but before drafting its receipt protocol. These allegations do not contradict the Receipt Protocol (of Subsystem or C4I System on 11-14-2008), while on the other hand, they are confirmed by the testimony of the Claimant's witness K. Widmer before the Arbitral Tribunal (stenotyped minutes pp. 654-655). Thus it is proven that the failure by the Claimant to provide the services listed in the 5th General Observation of the Receipt Protocol of Subsystem 17, is due to the inability to provide them, which was caused by the Respondent's liable behavior, the responsibility of whom included the provision of services by DEH and OTE for the operation of cameras, granting the necessary authorizations for their installation at specific locations etc. It is therefore not consistent with the Contract or the final QQRP reduction of the C4I system procurement by the amount of 658,000 Euro (Civil Code articles 351, 381) and the relevant claim must be accepted and the Claimant must be granted this amount as part of the value that is due (which was withheld pursuant to QQRP of 11-14-2008). It is clarified that this omission/deviation is accepted according to the QQRP (which neither the Claimant could challenge nor the Arbitral Tribunal could investigate under the terms of the Contract as discussed above in section 3). However, the price reduction was not accepted because the omission/deviation is due to a fault of the Respondent. Regarding the same Subsystem, the Claimant supports (Addendum-Supplementary Briefs on July 30, 2012, par. 912 - 916) that the reduction of the price by the amount of 1,200,000 Euro due to failure to repair 28 damaged cameras is not correct, because it repaired these cameras, but they have not operated because they were not connected to a power source and telecommunication operations. He even argues that "in accordance with QQRP this was the only thing that was not done" (see page 109 of briefs dated 7-30-2012 par. 915), although it constituted an obligation on the part of the Buyer. He does not clarify whether this refers to a Receipt Protocol of the Subsystem or the Receipt Protocol of C4I. However, nothing like this is mentioned in the one or the other protocol. Especially in his 6th General remark dated 7-28-2008 of the QQRP of Subsystem 17 it is mentioned, among other things, that "although the locations of cameras have been indicated.......their operation has not been restored." And continues "Failure to repair a total of 28 cameras damaged by vandalism constituted a material deviation......." That is, it is affirmed in this Protocol that the cameras were not repaired. According to what is discussed above (under no. 3), whether the cameras were repaired or not, according to article 8.8 of the Contract, shall not be investigated by the Arbitration Tribunal. That is because the conclusion of the PC&DC on the existence of this omission/deviation is binding according to the Contract. Only its value could be questioned. But it is not disputed. Therefore the request to restrict the reductions by the above amount must be rejected.
199.
c) Omission/Deviation of Subsystem 20 (TETRA) for failure to install a second switching center. The Claimant (with the Addendum-Supplementary Briefs of July 30, 2012, par. 917 and 918 et seq.) argues that the calculation of this omission/deviation 1,557,755 Euro in the QQRP of 11-14-2008 is excessive and should be reduced. This opposition of the Claimant is discussed below along with the (inverse) request of the Respondent to offset the counterclaim of 41,097,255 Euro for failure to construct a second switching center of the TETRA system in GPDA (see below under I3).

For the same Subsystem (No. 20, TETRA) the Claimant claims that the PC&DC erroneously decided that the training of 20 trainers/managers was not provided and imposed a price reduction by 60,000 Euro. The allegation (and the relevant request) is inadmissible because as stated, the Claimant can't dispute the existence of omissions/deviations found by the PC&DC, as they do in this case. In any case, it is not proven that said training was provided. The relevant witness testimony of the Claimant K.Widmer (stenotyped minutes page 659) is quite vague. It does not mention any specific elements, does not indicate what specific time (from when to when), at which particular site, from which trainers and to which trainees was training provided. Therefore said claim must be rejected.

200.
d) Omission/deviation regarding training on CDSS, with reduction in price of 799,000 Euro. Claimant argues that this amount was "exempted from the execution of Phase I of 157,000,000 Euro." Because with the 7th Amendment, training for Subsystems 1-7 had been transferred for the period after the acceptance of the System and for this reason it should not be regarded as an omission/deviation from the QQRP dated 11-14-2008, and said amount should not be discounted. This allegation is unfounded. Because although the provision of training for Subsystems 1-7 (CDSS), as well and its payment with the amount of 799,356 Euro was transferred with the 7th Amendment for the time period after the receipt, the fee for said training but was not subtracted from the amounts that were agreed as the price of subsystems 1-7, which included the amounts for training. This is fully demonstrated by the comparison of the prices reported for these subsystems in modifications 5 and 7. The amounts are exactly the same. As is the sum of prices of all subsystems the same in Amendment 5 and Amendment 7, which is equal to the total sum agreed (255,540,871 Euro). of course, in the analysis that follows, the amount of the fees for training has been subtracted from the amount of 157,706,100, Euro which corresponds to PHASE I of the Contract and is reported separately. That is, in term 7.2.2 of the 7th Amendment, it is stated (in the analysis that follows the price of subsystems) that the total consideration includes: "a. The consideration for the supply, installation, training and delivery for operation of the C4I SYSTEMS...... (besides the training)....... which amounts to 156,906,744 Euro.................... e. The cost of training.... amounts to 799,356 Euro.....".. However, said training cost has not been subtracted from the price of each subsystem (especially 1-7). It keeps being incorporated even after the 7th Amendment in the price of the subsystems, while, of course, it should have been subtracted, and the sum of all subsystems (along with maintenance and TETRA services) should no longer be 255,540,871 Euro but less by 799,356 Euro, reflecting the cost of training. However, this did not happen, the cost of training was not subtracted with the 7th Amendment from the prices of subsystems 1-7, but remained incorporated in them. Since training was not provided, when the QQRP for C4I was drafted, and despite the fact that it was still included in the prices of subsystems 1-7, in the QQRP the training cost was correctly subtracted by the PC&DC from the prices of the subsystems, because it constituted an omission/deviation. This cost should have been paid later, when the Claimant would provide the training, as expressly stated in the 7th Amendment. Otherwise, if not subtracted from the values of subsystems 1-7 as "omission/deviation" it would be paid twice. Once, as incorporated in the prices of these subsystems, upon receipt of C4I, and once later, when the training would be provided. This request for the subtraction of the amount of 799,000 Euro from the amount of 21,466,551, Euro should therefore be rejected.
201.
8. In view of the findings discussed above, the amount of 21,466,551 Euro, which represents the value of the C4I omissions / deviations, should be reduced by (315,000 + 658,000 =) 973,000 Euro, an amount that should be awarded to the Claimant, as the balance of the purchase price of C4I.

3. Claim for 15,770,610 Euro and 3,106,766 Euro due to unlawful forfeiture of letters of guarantee for good performance and down payment, and 124,609 and 128,744 Euro due to costs incurred for their maintenance up to their forfeiture (Claims 3 and 4)

1. The Letters of Guarantee

202.
1. Pursuant to the Contract (article 11 as modified by the 5th modification), two bank letter of guarantees should have been submitted by the Claimant. One for good Contract performance and the other as a down payment.
203.
2. It was agreed that the good performance letter of guarantee would cover (clause 11.1.1 of the Contract) an amount of 25,499,900 Euro, of which an amount of 15,770,610 Euro represented 10% of the first phase of the Contract (amount of 157,706,100 Euro).
204.
3. The down payment would be given gradually with one or more letters of guarantee, according to the down payments (that is, the amounts paid by the Respondent to the Claimant prior to receipt of the commission). At the time the judicial dispute commenced, the amount of down payment letter of guarantee that was still in the hands of the Respondent amounted to 3,106,766.29 Euro.

2. The Application

205.
4. The Claimant was requesting with its application (Claims 3 and 4 and Application pp. 16-18) the release of the letter of guarantee for good performance in the amount of 15,770,610 Euro and the release of the entire down payment letter of guarantee of 3,106,706.29 Euro. They also requested (unspecified at the time) a compensation for additional bank charges for the maintenance of the letters of guarantee due to the Respondent's failure to ensure their timely release.

3. The Contract

206.
5. The terms of the Contract relating to the release of the good performance letter of guarantee (clause 11.1, 31) stated the following, verbatim:

The good performance letter of guarantee will be drawn down as follows: a In the amount of 15,270,610 Euro, which represents 10% of the value of the CONTRACT, amount 157,706,100 Euro, within thirty (30) days from the date of the Qualitative and Quantitative receipt of SYSTEM C41, provided the receipt of the SYSTEM is completed without any omissions or deviations or if omissions/deviations are recorded, in the Protocol of Qualitative and Quantitative receipt of the SUBSYSTEMS and the C4I SYSTEM C41 within 10 days of the Parties' agreement as to the value thereof or the settlement between them through negotiations, as defined in Article 8.8. if no agreement is reached by the parties as to the value of the omissions/deviations within the deadline set forth in Article 8.8, the drawdown of the good performance letter of guarantee in the aforementioned amounts of 15,770,610 Euro will occur on the condition that the amount of any outstanding payments of the purchase price by the BUYER to the SUPPLIER exceeds the value of any Subsystems / System C4I not received and the price reduction, calculated by the Buyer, which corresponds to the omissions/deviations recorded by the latter in regard to the received Subsystems / System C41. Otherwise the letter of guarantee will be reduced by such an amount so that its balance that will remain with the BUYER will cover its aforementioned requirements.

207.
6. In regard to the reduction of the down payment letters of guarantee for the, clause 11.3 of the Contract states the following, verbatim:

11.3. The down payment letters of guarantee, upon receipt of each of the subsystems of the C4I SYSTEM, as provided in Article 8 above, will be reduced by the amount corresponding to the contractual value of each of the received Subsystems, minus the amounts attributable to deductions due to any omissions or deviations recorded, and to the tested interoperability of the C4I SYSTEM when it is interfaced with other Subsystems during its General Acceptance Test. The reduction of the letters of guarantee under the aforementioned conditions may take place by replacing them with letters of guarantee of other amounts, equal to the balance of the deposited letter of guarantee, as this will be determined each time upon the receipt of each of the Subsystems, as described above or with a relevant modification of their amounts according to the relevant banking practice.

4. The briefs of the Claimant

208.
7. The Claimant with their briefs dated 12-16-2011 (par. 160-171) identified the damages they incurred due to the delayed release of the letters of guarantee in the amount of 128,744 Euro, delayed reduction and failure to release the down payment letter of guarantee, and 124,609 Euro for failure to release the good performance letter of guarantee.
209.
8. For the down payment letter of guarantee, an attached table is included in the Briefs (Annex 2), which defines the times at which the guarantee down payment should be reduced gradually (30 days after the QQRP of various individual subsystems), the amount of the reduction, and the corresponding bank charges until the forfeiture of the letter of guarantee. The Claimant deduces in an interpretive manner (par. 162 of the Briefs) the obligation to reduce the down payment letter of guarantee 30 days after the receipt of the individual Subsystems. The fact that these amounts were paid, is demonstrated by affidavits (indicatively of R. Mayhew par. 44 and J. Hartley par. 29) and the charges appear reasonable according to the prevailing banking practice, and rather low.
210.
9. For the good performance letter of guarantee, the amount of additional bank charges for the period from December 14, 2008 (i.e. 30 days after the QQRP) and May 25, 2010 (the date of the guarantee forfeiture). The amount is affirmed by the affidavits of J. Hartley (par. 33) and R. Mayhew (par. 48), but there is no analysis of the calculation or other proof of payment, however, the amount of 124,609 Euro appears quite reasonable for a guarantee of 15,770,610 Euro over 526 days.
211.
10. Also, the Claimant with their Briefs modified their claim in an acceptable way regarding the payment of letters of guarantee (i.e. 15,770,610 Euro and 3,106,765 Euro) which at the time of the briefs had been forfeited and collected by the Respondent (see above under D par. 24-27). The Claimant further alleges that both the partial termination of the Contract by the Respondent as well as the forfeiture of the letters of guarantee are illegal, therefore they seek damages for wrongdoing (Civil Code 914) otherwise a claim for unjust enrichment (Civil Code 904 et seq.) Paragraphs 108-135 and 157-171 of the briefs.
212.
11. Finally, the Claimant requests to be paid all the aforementioned claims with interest.

5. The Briefs of the Respondent

213.
12. The Respondent refutes the claims of the Claimant primarily because they allege that no receipt of the C4I System was made, but that the Contract was appropriately terminated partially (pages 102-112 of Addendum dated March 16, 2012), and secondly because the down payment letter of guarantee had to remain in place until the resolution of the disputes between the parties.

6. The Arbitration Tribunal

214.
13. As accepted above (under G) the receipt of C4I System was carried out in accordance with the terms of the Contract, therefore the Management (in this case, the competent Minister) had no right to reject the commission and to unilaterally terminate the Contract, therefore the partial termination of the Contract was in breach of the Contract.
215.
14. As it was also deemed above [in G4 (13)-(15)], the Respondent is not bound by the percentages of the price reduction which the QQRP suggests. Finally it was also deemed [in G4 (16)] that the receipt under clause 8.8 of the Contract with omissions and deviations does not create evidence that the supplier has fulfilled their obligations.
216.
15. Based on the above, the Respondent has the right to claim higher deductions than those proposed by the QQRP or to file counterclaims.
217.
16. At any rate, for the release of the good performance guarantee in accordance with clause 11.1.1a of the Contract, receipt according to clause 8.8 is not sufficient, but an agreement must have been made so that the amount of the price reduction or the amount of any outstanding payments price exceeds the amount of "price reduction calculated by the Buyer as it corresponds to the omissions and deviations recorded by them."
218.
17. Among others things, deviations and omissions are recorded in QQRP for Subsystems 16 (AVL) and 17 which, at least as far as the amount is concerned, do not bind the Respondent, which raises counterclaims that further reduce (according to the Respondent's "calculation") the amount due. These additional requirements (13,053,410.18 Euro for Subsystem 17, see pages 183-193 of the Respondent's briefs and 19,103,638 Euro for Subsystem 16 (AVL) pages 193-194 of the Respondent's briefs) along with the reduction proposed by the QQRP, exceed the amount of the remaining (unpaid) price and the good performance letter of guarantee, therefore (not counting the other counterclaim of the Respondent and regardless of whether the claims of the Respondent are founded or not) it does not appear as contrary to the Contract (clause 11.1.1a) nor unreasonable to keep the good performance letter of guarantee until the end of the procedure to settle the disputes between the parties, something which, considering the nature of the letter of guarantee, is justified and seems to be also accepted by the Claimant (par. 120-122 of its briefs), thus the claim for indemnification due to untimely release of the good performance letters of guarantee by the amount 15,770,610 Euro is unfounded.
219.
18. However, application of clause 11.3 to reduce the down payment letter of guarantee is problematic, because while it talks about the receipt of each Subsystem and while clause 8.1 of the Contract refers to a separate receipt for each subsystem, it is obvious that this is not a final acceptance since the system is expected to be re-examined (clause 8.2) for its interface during the final test. Also the same clause 11.3 of the Contract does not provide a deadline for the reduction of the down payment letter of guarantee.
220.
19. However, from the interpretation of clauses 11.3 in combination with clauses 8.1, 8.2 and 11.2 of the Contract and according to the true intention of the parties (Civil Code 173) taking into account the good faith and fair practices (Civil Code 200 and 288) the Respondent had the obligation to reduce the letter of guarantee in 30 days after signing the Receipt Protocol of each Subsystem, as claimed by the Claimant in its Briefs (paragraph 162), however, upon deducting the amounts "attributable due to depreciations for recorded omissions and deviations an d the examined interoperability of its interface with other Subsystems during the General Acceptance Testing of the C41 System C4I." (That is, a provision for deductions in case of lack of interoperability should be in every QQRP, which would be examined during the General Testing, which does not seem to be provided in the individual Acceptance Protocols.) As a matter of fact, in the case of the down payment guarantee, its reduction does not seem to be associated with the dispute resolution process.
221.
20. Therefore, the amount of additional bank charges for the down payment letter of guarantee should be awarded as compensation for breach of Contract by the Respondent, as requested by the Claimant and detailed in Annex 2 of their Briefs dated December 16, 2011, (a) except for the amount of 6,533 Euro requested by them for additional bank charges for the delayed reduction of the letter of guarantee in regard to the Tetra Subsystem, because they estimate that the receipt took place on May 25, 2007, therefore the reduction obligation existed on June 24, 2007, while the reduction of the letter of guarantee took place on July 11, 2007 (that is, with a delay of 17 days), while Protocol (2004-00/6/2-a) of the PC&DC of May 25, 2007 on the TETRA Subsystem was rejecting and the (temporary) acceptance with omissions and deviations took place with the Dispute Resolution Protocol dated June 29, 2007, therefore the reduction deadline expired on July 29, 2007. Thus, the reduction of the guarantee was done in a timely manner, and an indemnification for delay is not justified, and (b) by lowering the compensation (28,771 Euro) sought to delay release of the remaining amount of the down payment (3,106,766 Euro) 30 days after the receipt (QQRP of November 14, 2008), because in Annex 2 of their briefs, the Claimant calculates the delay time from May 18, 2008 until May 28, 2010 as 560 days while the correct calculation is from December 14, 2008 (i.e. 30 days after the November 14, 2008 QQRP) to May 28, 2010, that is, 529 days. Therefore, the amount to which the Claimant is entitled, must be adjusted from 28,771 Euro to 27,178 Euro and the total from 128,744 Euro to 120,618 Euro.
222.
21. Moreover, the collection of the letters of guarantee by the Respondent was neither expressly permitted nor prohibited. However, this action and, as a matter of fact, pending arbitration, is contrary to the principles of fair business and transactional practices (article 200 and 288 of the Civil Code) and in this sense, it is a breach of Contract and the amounts deducted (i.e. 15,770,610 Euro and 3,106,766 Euro) must be returned to the Claimant and be calculated along with the other claims made by either side that will be accepted, in order to determine the final amount of any award.
223.
22. The Claimant is entitled to all the aforementioned amounts as compensation for breach of Contract by the Respondent (Articles 361 of the Civil Code and as it is relevant to articles 335, 340, 343, 382 and 383 et seq. of the Civil Code and not on unjust enrichment (904 et seq. of the Civil Code) given that such a claim requires that there is no contract or that it has ceased to exist.
224.
23. However, the Claimant is not entitled to interest on these amounts for the reasons mentioned above [under G4 (16) to (18), paragraphs 178-182].

4. Claim for 4,950,000 Euro or otherwise 3,000,000 Euro due to additional infrastructure work (Claim 5)

225.
The Claimant with the Application for Arbitration requested a court ruling against the Respondent for payment of 4,950,000 Euro for infrastructure work that was not required by the Contract but performed at the request of the Respondent in relation to it.
226.
According to the application, said works "concerned the installation of communications and power cables for the infrastructure that supports the operation of Subsystems 18 and 19. The works included digging trenches and underground cable installation for surveillance cameras ("CCTV") at the Olympic Village. They also included the works concerning 39 CCTV systems in facilities where the cabling infrastructure was installed over the ground without digging trenches."
227.
Additionally, the Claimant claims the amount of 3,000,000 Euro which the Responded had accepted within the negotiations for an amicable settlement of the dispute, however, this settlement was never completed or materialized and that is why the Claimant believes that "they are not bound by any agreement limiting their claim" (page 25 of the Application).
228.
The Claimant in its Briefs dated December 16, 2011 (par. 179-197) supports the view that the infrastructure works (which are the subject of their 5th claim) do not fall within their contractual obligations based on the agreed price because according to Article 2 "turnkey delivery," this means that along with the receipt (per Articles 8 and 9 of the Contract) "... c) all infrastructure elements specified have been delivered...." and indicatively, in the specifications for Subsystem 17, there was an explicit description of the obligations of the Claimant for infrastructure works while such a description of obligations did not exist for Subsystems 18 and 19.
229.
The Respondent, with their response to the Application (pages 24-33) dated September 25, 2009, and their briefs dated December 16, 2011 (still under G1D pp. 159-170) refutes this claim as vague and legally and substantially unfounded because the infrastructure work for which said claim is raised, constitutes works covered by the Contract because they were necessary for the Subsystems 18 and 19, and this is concluded by a series of contractual terms, with most important terms being term 3 par. 1 and 10 for turnkey delivery (Supplier is obliged to "study, design, construct, install....") and Article 40.4 of the Contract, which is worded as follows, verbatim:

"40.4. Itis clarifiedthatanyservice or task which hasnotbeen adequately described herein, or any material, although absolutely necessary, not included in the parts list or any additional amount required to complete the supply based on the SPECIFICATIONS for delivery of the C4I SYSTEM as a "TURNKEY" solution will be provided by the SUPPLIER at no additional cost to the BUYER."

230.
From the evidence produced, and also by common experience, it was concluded that the infrastructure works were necessary for the construction and installation of Subsystems 18 and 19 (which is not refuted by the Claimant) therefore they fall within the scope the Contract. Therefore as long as they have been "adequately" described in the Contract, so as to define which of the Parties bears the responsibility and cost of construction, based on clause 40.4 of the Contract, it should be deemed that the implementation of infrastructure projects for Subsystems 18 and 19 fall within the agreed Contract price and the obligations of the Claimant. For this reason, the relevant claim (no 5 of the Claimant) must be rejected as substantially unfounded, although it is also vague. As far as the substantially unfounded determination, reference is made to additional thoughts expressed by the Arbitrator Mr. D. Kondylis.
231.
Moreover, based on the aforementioned reasoning (i.e. that the works were part of the Contract) there is no question of whether the relevant requirement falls under the arbitration agreement contained in Article 28 of the Contract or not, much more especially since the Respondent, in their briefs, did not challenge the trial of this requirement by Arbitration, although there is some ambiguity as to whether they are raising an issue for lack of jurisdiction of the arbitrators in Addendum dated March 16, 2012 (p. 116 et seq.) However, even if such an objection had been filed with the Addendum, it would be rejected as inadmissible (delayed) but also as substantially unfounded, firstly because in the aforementioned dispute, the infrastructure work falls within the Contract, and even if it did not fall within the Contract, it would still fall within the arbitration agreement in term 28.3 of the Contract, which covers any "claim or dispute" arising not only from but also "associated with this CONTRACT" and this requirement is associated with the Contract and indeed even with the most restrictive view of the concept of the relevant dispute, since the dispute in relation to the infrastructure works and the agreement on said works (assuming it is a separate agreement) is an integral complement to the Contract.
232.
However, neither the supplementary request (3,000,000 Euro) can be substantiated, because although it emerged that discussions took place with the Respondent and although representatives of the Respondent (competent Ministers and others) within the framework of an amicable settlement of the dispute evaluated the cost of the infrastructure work for Subsystems 18 and 19 in the amount of 3,000,000 Euro and had the intention to make such payment, and although an expert's opinion by the Legal Council of State was given, such settlement was never reached, that is why the Claimant (without having terminated the agreement or withdrawn) believes that they are not bound by any agreement to reduce their claim. Therefore nor is the Respondent bound by any such agreement and may refute the entire claim.

Moreover this was also the commercial understanding of the parties as testified at the hearing by witness John Hartley (page 811 of the stenotyped minutes).

5. Claim for 135,083 Euro for four extra-contractual works (Claim 6a)

233.
As far as this claim, the Claimant, with its Application (pp. 26-28) and with its briefs (pp. 85-89) alleges the following: On May 13, 2007 the Respondent gave written instructions to perform additional works on the System, in support of sporting events of the Euroleague Final Four Basketball and the League Cup Final of UEFA. They fully performed the works and deliver the projects, and claimed from the Respondent their fee of 70,500 Euro, however, the Respondent did not pay it. Also, the Respondent assigned the wiring to the new Operations Center of the Ministry of Mercantile Marine, made a written offer of 45,000 Euro, the Respondent accepted it in writing on 3-26-2008, the Claimant performed the works, but they were not paid the fee. The same applies to the carrying out of the construction and wiring works at the General Police Directorate of Attica (GPDA), for which Respondent accepted their offer in writing on 4-24-2008, but failed to pay their fee, amounting to 14,503 Euro, although the Claimant performed the relevant works. Finally, they further argue that the Respondent instructed them to remove a camera at the port of Igoumenitsa and accepted its relative offer for 5,080 Euro dated 4-16-2008, however, they failed to pay it, although the Claimant removed the camera. They are also asking them to pay for all the 4 aforementioned additional works, the amount of 135,083 Euro.
234.
The Respondent (with their Response, pages 33-35, and with their Briefs pages 70-73 and the Supplement pages 126-128) refutes the aforementioned claim, arguing that they refer to tasks that are outside of the scope of the arbitration clause, therefore the Tribunal lacks jurisdiction in this regard, as well as that it also is vague and unsubstantiated.
235.
With article 7 par. 1 and 2 of law 2735/1999 for International Commercial Arbitration the following are set forth: "1. Arbitration agreement is the agreement by which the parties will subject to arbitration all disputes which have arisen or may arise between them by their legal relationship, contractual or non-contractual. 2. The arbitration agreement may be in the form of an arbitration clause in a specific contract or in the form of a separate agreement." From these provisions it is concluded that the arbitration clause concerns disputes arising or which may arise from a specific legal relationship, in particular a contract, and it cannot involve other disputes that may arise between the parties by other future legal relationships which may be entered between them, even the ones related to the contract containing the arbitration clause (or which concerns said clause, if set forth by a separate agreement). Only if the subsequent contract is supplementary and concerns an integral part of the original, meaning that said contract specifies the obligations of the parties, then the arbitration clause contained in the initial written contract is sufficient to establish jurisdiction of the Arbitral Tribunal including over the disputes arising from this subsequent supplemental agreement, since in essence these are not separate contracts with merely a similar object, but a single contract (SC 1334/2008 on identical in content provisions of Articles 867 et seq. of the Code of Civil Procedure). In this case, article 28 par. 3 of the Contract provides that: "Any claim or dispute arising from or related to this CONTRACT or its interpretation shall be settled finally by arbitration under the Rules of Arbitration of the ICC (International Chamber of Commerce - ICC) andwillbe tried according to the GreekLaws." The meaning of the provisionisnotclear, because of the use of the term "related." Therefore, the doubt as to which claims or disputes are "related" to the Contract to be eliminated by the use of interpretative rules of Articles 173 and 200 of the Civil Code, that is, to seek the true intentions of the parties in accordance with the principles of good faith, considering also ethical business practices. In view of the fact that the purpose of the Contract was the installation and operation of a complete system for the security of public safety within a short period, for the sake of the seamless conduct of the Olympic Games in Greece in the summer of 2004, the true intent of the parties was to resolve through arbitration, due to the speed and flexibility of the arbitration proceedings, all disputes, litigation and claims of the parties, the root cause of which would directly or indirectly be the Contract, regardless of their legal foundation, that is, even if their legal basis was tort, unjust enrichment or a supplementary agreement, which would specialize or adapt the subject matter of the Contract to the evolution of the technical aspects, as well as rights and obligations derived thereof. However, rights and obligations from any other contracts that could be drawn in the future by the parties, even if they were related to the Contract for the C4I system, are not included within the scope of the arbitration clause of article 38 par. 3 of the Contract. It should be also noted that any other interpretation to the contrary, which would extend beyond the said limits of the meaning of the arbitration clause, would be contrary to the provision of article 7 par. 1 and 2 of Law 2735/1999, therefore it would make said interpretation, as far as this aspect, that is, partially, erroneous and unable to establish jurisdiction of the Arbitration Tribunal.
236.
The contracts invoked by the Claimant in support of the disputed claim are somewhat related to the trial subject, however, they are neither complementary to it, within the meaning that is presented, nor are they organically incorporated therein. Simply, the contracts per the allegations of the Claimant, were drawn because of this disputed contract (because it happened that the Claimant performed works for the Respondent), and they could be also drawn between the Respondent and a third party, without affecting the operation and conduct of the contested Contract. Consequently, the Arbitration Tribunal does not have jurisdiction to decide on these claims, and for this reason they must be rejected as inadmissible.

6. Claim for 2,415,651 Euro due to breach of an Engineering Change Proposal Agreement (ECP) Related to Amendment No. 7 (Claim 6b)

237.
The Claimant claims (Briefs 210-242) that a few months after the signing of the 5th modification, the Respondent requested technical changes, particularly in the Command Decision Support System (CDSS), which consisted of additional material in equipment and software modules, with simultaneous elimination of certain functions and software units that was no longer required ("Addition and Removal Modifications"). Indeed, on 7-28-2008 the parties initialed the "Engineering Change Proposal," without changing the price of C4I. The Claimant, in order to avoid late delivery, which would result in penalty clauses against them, made the changes agreed before signing the relevant modification of the Contract. However, in October 2008, they were informed that the Minister of the Interior refused to sign the draft for the 7th Amendment, which included all changes. Thus, they submitted a new plan that included only a deferment of the training, but they reserved in their letter dated 10-25-2008 the right to claim any costs and losses from the refusal to sign the modification about the agreed changes. The 7th Amendment only postponed the time of the training. The Claimant also says that the cost of the modifications-additions which they did to the C4I system, under the initialed text, amounts to 2,415,651 Euro, that the Respondent, upon receipt of the C4I System, filed the elimination changes as omissions/deviations and lowered the price for them, and that the conduct of the Respondent is in violation of good faith. Therefore, they are asking for the Respondent to be ordered to pay them the aforementioned amount, which is the value of the changes-additions.
238.
The Respondent argues (in their Briefs pages 172-173 and the Addendum pages 128-130) that said claim is raised in an absolutely vague way, that any legal basis for the claim is absent, and that the Claimant was harmed by their own fault, because they proceeded (if they proceeded) to technical changes outside of the provided procedures. At any rate, they refuse the prices for the invoked tasks.
239.
According to the definition of article 2 of the Contract, the term "Contract" means the text of the agreement with the APPENDICES and additions referred therein. Furthermore, in accordance with articles 6 and 31 of the Contract, no modification or correction of them is allowed, except by mutual written agreement. The same applies for any modification of provisions. Finally, article 41 par. 3 the Contract provides that the parties may agree that a part of a subsystem will be replaced by other hardware, software or service, of at least equal value. That is, for any modification of the Contract, including the replacement of hardware and software of the subsystems, an Amending Contract should be drafted between the parties with clear terms that would not require interpretation. As stipulated, such Contract was not drafted. Therefore, the integration of "changed-additions" in the subsystems and generally in the C4I system, i.e. the inclusion of software, materials or services in the system which was not provided in the Contract or its Amendments, was made without legal cause. However, to establish the claim on unjust enrichment, an increase in the value of the C4I System should occur, that is, Respondent should become wealthier. Such a claim, however, is not raised. That is, no allegation is raised that by placing the materials, software, etc. which were the "changes-additions", a value increase of the C4I system occurred, therefore the State acquired a security system worth 2,415,651 Euro more than the agreed price. It is mentioned that only the value of materials installed in the C4I SYSTEM hardware, software, etc, under the "changes-additions" amounted to the aforementioned amount. At the same time, it is also acknowledged that other provided materials, old software etc were removed and not incorporated into the SYSTEM, as listed in "changes-removals." Therefore the Claimant has no right to claim the value of "changes-additions," based on what they claim, since the C4I SYSTEM was completed with the additions and removals of materials, as agreed, and with the value set forth in the contract. Besides, the Claimant would not be entitled to claim the value of "changes-additions" even if an modification of the Contract had been drawn, which would include whatever was provided in the proposal Mechanical Changes (ECP). They would be entitled only (if such modification had been drafted), to claim (subject to this modification) its removal from the price or value of the "changes-deductions." That is, to not consider the materials, the old software, and everything else removed under the ECP as omissions/deviations, therefore not to be deducted from their price or value. But they could claim this, despite the lack of an modification contract that would include the provisions of the ECP, based on the provisions of articles 904 et seq. and 288 of the Civil Code, in combination with article 281 of the Civil Code, provided, of course, that the PC&DC, considered the "changes-removals" as omissions/deviations indeed, in the drafting of the final Receipt Protocol dated 11-14-2008. This last fact is indeed alleged by the Claimant in its lawsuit, and was also confirmed by its witness Kon. Vantalis (stenotyped minutes page 379). However, the Claimant does not specify the materials or software etc. that were considered by the PC&DC as omissions / deviations, nor which specific amount is deducted by the QQRP of C4I for these alleged omissions / deviations. Nor was a claim for an award of that amount raised. Only a claim for a trial of the value of "changes-additions" was submitted which is not - as stated - legitimate. It should be noted that during the meeting of the Arbitration Tribunal dated 5-17-2012, K. Widmer, witness of the Claimant was asked specifically by the arbitrator Mr. D. Kondylis whether he could calculate the percentage, or the amount of the deductions and where they were made, and he finally answered that "it is a percentage within the framework of subsystem 7." Nor was any evidence produced by the witness testimony in regard to the materials, works, etc. which were removed under the initialed ECP and which (wrongly according to the Claimant), the PC&DC rendered them as omissions / deviations, particularly as to their value. (Nor did such information arise from the evaluation of evidence on the Supplementary Briefs of the Claimant on July 30, 2012 par. 948-966). Therefore, although this claim must be rejected as illegitimate, the Arbitration Tribunal does not have the legal (in the absence of a claim), or the real capacity (in the absence of a pleading and proof) to determine whether the PC&DC rendered as omissions/deviations the "changes-deviations," and what amount they deducted for them in order to respectively reduce the amount of 21,466,551 Euro, which the PC&DC deducted from the price of the C4I system.

7. Claim for 2,257,065 Euro due to incorrect valuation of penalty clauses by the Respondent in regard to the Service Level Agreement - SLA (Claim 7)

240.
1. The amount claimed, since it was withheld in breach of the Contract due to incorrect valuation of the penalty clauses by the Respondent in connection with the Service Level Agreement-SLA amounts, based on the Application (page 30) totals 722,966 Euro, and concerns the time period until the exercise of the Application for legal action. With its briefs on 12-16-2011, the Claimant (par. 243-269, pages 102-109) increases this amount to 1,637,188 Euro, as calculated and the penalty clauses imposed on them in the previous time period, and produces a relevant table at the end of their briefs. In the addendum of its briefs dated 3-16-2012 (par. 496-500 pages 65-67) they also produced a table that lists the penalty clauses that were imposed by the Respondent every 4 months from September 2007 until August 2011, as well as the amounts they contest every 4 months. Therefore, the amount claimed totaled 2,257,065 Euro. This amount is referred as a claim in the Addendum-Supplementary Briefs dated 7-30-2012 (par. 967-982, pages 126-131), which clarifies that: "It involves additional penalties in regard to the SLA, as calculated in December 2011 and set out in Annex 1 of the Addendum."
241.
2. The Respondent in their initial response (pages 36-38) alleges that the basis on which the claim is based is vague, because the Claimant does not state which methodology was followed by the administration (i.e. what criteria they applied) to impose the penalty clauses. They also maintain that the Arbitration Tribunal lacks jurisdiction for said claim, since the Claimant appealed before the Dispute Settlement Commission of par. 69 of Presidential Decree 284/1989 and the decision adopted by the Commission is binding, and in any case it was not challenged before the Council of State and the relevant deadline has now passed. The same claims (without special differentiations) reiterates the Respondent in his Briefs dated 12-16-2011 (pages 173-176) in their Addendum dated 3/16/2012 (pages 133-144) and in their Briefs with return receipt dated 7-30-2012 (pages 226-234).
242.
3. The respondent's claims are not legally valid. The burden of invocation and proof of the contribution of the enforcement conditions of the penalty clauses, including their amounts, lies with the Respondent (Interpr. of Civil Code article 405 no. 16). Therefore, the Respondent is required to invoke and to prove the specific violations that led to the imposition of penalty clauses, as well as the specific terms of the Contract (or its appendices), under which the penalty clauses were charged and their amounts were determined. The fact that the Respondent has the burden of proof and invocation of the conditions and the amount of penalty clauses, results from the fact that they have under their control and operate the vehicles, terminals or other machines, which bare the losses that justify the imposition of a penalty clause, therefore only they may know the nature, duration and other determinants of failure, as well as the impact on the services provided, elements that are necessary for the imposition of the penalty and the determination of its amount. The aforementioned are also affirmed by the terms of ANNEX 2 of the SLA. Indeed, as set forth in the Annex, it shows that the responsibility and initiative to report the damage to the Supplier (i.e. the Claimant) lies with the staff of the Buyer (i.e. the Respondent), which handles the machines. This staff is responsible to operate the Supplier's Call Center and to report a malfunction or a problem (9.1.3.1 page 49), which is registered at the Center. Each month the Supplier is obligated to provide the Buyer with a table with entries of reports that were made at the Center (7.1.1). After the resolution of the problem or the reparation of a malfunction, a bulleting is returned with which the representative of the Buyer had reported the fault or malfunction, its restoration by the representative of the Buyer is signed and confirmed and is then sent by fax to the Supplier (1.9.3.6). This information is something that the Respondent should invoke, in order to justify the legitimacy to impose the penalty clauses, mentioning in particular the malfunctions announced, the time taken for their repair and any other information necessary to establish the right to impose penalty clauses and to determine the relevant amounts.

The burden of the invocation, that is, the "methodology" and "criteria" under which the penalties were imposed and their amounts determined, lies with the Respondent. Therefore, the allegation of vagueness on the basis of the claim is rejected because it is based on a false condition. At any rate, the allegation on lack of jurisdiction of the Arbitration Tribunal is also rejected for two reasons: a) The resolution of the Dispute Resolution Committee of no. 69 §§ 1-3 of presidential decree 284/1989 is not an arbitration ruling and not does not create a res judicata. Therefore it is challenged before a court with jurisdiction (nor could the law determine otherwise, article 20 of the Constitution), and since the parties have validly agreed a resolution of their disputes by arbitration, such court is the Arbitration Tribunal, excluding State jurisdiction. Also, the Arbitration Tribunal has full jurisdiction, as the state court would, according to the case laws of the ECtHR, and may try all the legal and factual issues of the case without being bound by whatever the management has accepted (see ECtHR decisions Le Compte, Van Leuven De Meyere vs. Belgium of 6-23-1981, A. No. 43 par. 61, Albert and Le Compte v. Belgium 10-2-1983 of A. No. 58 par. 29, Beaumartin v. France on 11-24-1994 A. No. 296-13 par. 38, Koskinas v. Greece, 6-20-2002, par. 27-29, Bryan v. United Kingdom, 11-22-1995, par. 44 et seq. etc.). b) The resolution of the Dispute Settlement Committee of article 69 of Presidential Decree 284/1989 which the Respondent invoked does not concern the disputed penalty clauses. It concerns only the acceptance of subsystem 20, which was rejected by the competent ECtHR, with the Rejection Protocol dated 5-25-2007 No. 2004-00/6/2-a. That is, the subject introduced by the aforementioned claim before the Arbitral Tribunal is different from the subject on which the Dispute Resolution Committee reached its resolution.

243.
Under clause 11 of the Terms of Reference "The Arbitration Tribunal shall apply per the arbitration clause, the Rules of Arbitration of the International Chamber of Commerce." Under Article 18 § 1 case c of this Regulation, the Terms of Reference must contain the claims of the parties and the requested legal protection, indicating where possible the amounts claimed. In Article 19, after the signing of the Terms of Reference, parties are not allowed to submit new claims, beyond the limits of the Terms of Reference, unless the Arbitration Tribunal grants permission. However, new claims are not those with a root cause as mentioned in the Terms of Reference, which are simply determined thereafter or by increased amount. That is, the amounts of the claims may be increased at the procedure subsequent to the signing of the Act or can be determined thereafter, if not referred to therein. This interpretation is clearly derived from the wording of article 18 § 1 par. c of the Rules of Arbitration of the International Chamber of Commerce (ICC), which specifies that there should be an "indication" in the Terms of Reference for the claimed amount ("with an indication to the extent possible of the amount claimed," "dans la mesure du possible, une indication de tout montant reclame"). Therefore the Claimant legitimately raised the claimed amounts of the excessive penalty clauses charges, including also the penalty clause imposed after the submission of the request for arbitration which they had not calculated in the relevant claim expressed in the Terms of Reference. It should be noted that the defense rights of the Respondent are not harmed, because the addendum-rebuttal of the Claimant's proposal was filed on March 16, 2012, that is, approximately 2 months prior the discussion before the Arbitration Tribunal (which commenced on 10-5-2012), and was thereafter served to the Respondent, and a deadline of approximately two and a half months was given to the parties in order to make an assessment of their evidence and to rebut the allegations and claims of their litigants. The Respondent not only does not rebut the increase of the claim to refund part of the penalty clauses, he also does not suggest lack of sufficient time to rebut it, but instead, in the addendum-rebuttal of his briefs dated 3-16-2012, explicitly refers to the table of the increased (compared to the Terms of Reference) charges of penalty clauses given by the Claimant at the end of their briefs dated 16-12-2011 (see page 133 of the Respondent's addendum dated 3-16-2012). Therefore, the claim for payment of amounts, withheld improperly due to penalty clauses for TETRA (Subsystem 20), should be examined as its amount was finally determined with the Addendum of the Claimant dated 3-16-2012 and the Annex attached to the end of these briefs.
244.
According to Article 4 of the Contract, the Claimant was required to construct, install and operate the TETRA network, the detailed description of the provided services of which was determined to be included in an ANNEX (SERVICE LEVEL AGREEMENT, SLA). This is the ANNEX Q of the CONTRACT. This ANNEX specifies, inter alia, that the TETRA system should provide the agreed services to 30,000 users and have a 95% radio coverage (clause 2.1.5), provide high-level of security (clause 2.1.6), and that: "If the proposed services differ from the projected levels, the BUYER has the rightto impose the penalty clauses as provided in Annex 6. " ANNEX Q of the Contract, hereinafter referred to as SLA (Service Level Agreement), has 7 individual appendices. In Annex 6, under "penalty clauses" the penalties-clauses (criminal) are described which may be imposed in case of a) malfunctions and b) non-availability of the network. Term 1.1.12 (page 73) of the Annex, states that: "In any case, the total imposed clauses per quarter will not exceed ten percent (10%) of the quarterly price." This price is 2,712,819 Euro (Article 10.1.2.1 case c of the Contract). The Respondent, throughout the period in question calculates the penalties to be imposed as amounts well over 10% (i.e. ranging from 991.85% to 1467.75% of the quarterly price) and finally imposes per quarter, as a penalty, the maximum allowable amount, i.e. 271,281.90 Euro, which they will deduct from the price paid. That is, for the 12 quarters mentioned in the Addendum dated 3-16-2012 of the Claimant, (September / December 2007 - May / August 2011) the amount of 3,255,382.8 Euro was withheld in total.
245.
6. As stated in no. 3 above (par. 242), the burden of the invocation and proof of the reasons to impose a penalty clause, and its price, lies with the Respondent. In the main response to the action, the Respondent claims - in addition to its claims of vagueness and lack of jurisdiction - that in the Protocol of the Dispute Settlement Commission, with which the receipt of TETRA was done, a note is made that in regard to the existing omissions / deviations, the reductions proposed by the technical consultants of the buyer for the price of quarterly affirmations will be examined; that the service will check the parameters set out in this Protocol, as well as the tables enforcing clauses of Annex 6 of the Annex Q of the Contract, and also that it imposes, with fully reasoned confirmation, the amount of the penalty clause. It also mentions three dates of decisions of the Minister of the Interior, claiming that in said resolution, the provisions and clauses of the Contract are also mentioned, as well as the certificates of the Technical Administration from which the deviations from the specifications derive. It is clear that the allegation is completely vague. The Respondent does not mention any omission or deviation or reduced TETRA services, but merely refers to other documents that the Arbitration Tribunal must examine in order to seek and find the information justifying the imposition of penalties. It transfers, that is, the Respondent's burden of invocation to the Court, which is not judicially allowed. Respondent claims the same with his briefs from 16-12-2011 (page 173 et seq.). In addendum dated 3-16-2012 the Respondent mentions that in the dispute resolution protocol, with which the receipt of the TETRA subsystem is made, specific deviations are mentioned that must be examined every four months to determine whether they were resolved. if not, the Respondent would impose a relevant penalty. The Respondent also mentions that the Claimant did not recognize the imposition of such penalties, which were progressively deleted with only the «no service" indication remaining, the data packet rate and the FSN operation. if penalty clauses were imposed for these alleged omissions / deviations, the Respondent did not mention for what intervals and what amount applies for each one. Similarly, the Respondent does not indicate whether it is a malfunction or unavailability. It should be noted that according to Annex 6 of the SLA, the imposition of the penalty depends on the type of malfunction, the component of the system where it appeared, the time taken to restore normal system operation, the impact that the malfunction had on the services provided, etc. None of these events is mentioned by the Respondent. However, by refuting the allegations of the Claimant, the Respondent, in its Addendum dated 3-16-2012 (page 134 et seq.) the following topics are mentioned:
246.
a) Full Vision, for lack of which penalty clauses were imposed (without mentioning if they are imposed for all time intervals and the amount for each four month period). The Claimant argues that pursuant to clause 1.1.11 of Annex 6 of the SLA, the imposition of a penalty for malfunction of Full Vision is not allowed, because the raw data could still be recovered afterwards. The Respondent argues that they did not impose a penalty for malfunction, but failure to provide the Full Vision application. The relevant provisions of the 6th Amendment of the SLA are as follows. Annex 1, clause 1.12.1 (page 41 of the SLA): "Four terminals for the Management of TETRA Applications are provided... Each terminal will be loaded with... A complete Full Vision application." Annex 6, term 1.1.11 "Iffor any reason the full vision application is damaged, then the BUYER reserves the right to impose penalties beyond the clause for the malfunction of this application...... These clauses will be imposed only if data recovery is not possible from the raw data of the system." It is proven by all the produced evidence that the recovery of data from the raw data of the system was always possible. For that matter, this event is not disputed. It is proven though that the full vision application was not delivered. This is also evidenced by all the evidence and in particular the Siemens letter dated 4-27-2009 and the report of the technical advisers of Respondent, Kardara / Kampouraki, dated 11-10-2008. Those documents show that the Claimant proposes to install the full vision application (read only), with which -according to the report Kardara/Kampouraki- "the substance of the case is covered to a great extent," however, the application was not accepted by the Respondent for not being consistent with the Contract (such as in the case of the Kardara/Kampouraki report). Therefore, Respondent correctly argues that they were not provided with the Full Vision application. However, they do not invoke an SLA clause, on the basis of which a penalty could be imposed, as a matter of fact, every four months, for failure to provide this application (or another application). Any application per clause 1.1.11 of Annex 6 on a malfunction of full vision, would lead to failure to impose the penalty, since it is possible to retrieve the raw data. However, the Respondent claims, with their briefs dated 7/30/2012, that the full vision application is the only one that can be used to detect malfunctions in the system, therefore, that the failure to provide it results in a penalty under par. 1.1.8 of Table 5 of Annex 6 of the SLA, that is, "for any other malfunction of a structural component of the infrastructure." This claim is unfounded because the inability to detect a malfunction cannot be equated with the existence of a system failure either logically or based on any Contract term. On the basis of this allegation, the lack of full vision is not a "malfunction," that is, a system malfunction with impact on services provided, but a lack of the necessary means to diagnose the existence of any malfunction. However, on the basis of the SLA, the imposition of a penalty requires actual finding of fault, not a failure to determine the existence of malfunction or not, due to failure to provide said means, that is, the necessary application. Therefore, it is not proven that the Respondent could impose penalties for failure to provide the Full Vision application. What they could do, would be to request a sentence ordering the Claimant to provide the application (see article no. 945 of the Code of Civil Procedure) and to compensate for each and any damage they suffered for as long as it was not provided. However, Respondent did not raise such claims.
247.
b) Security class. The Claimant claims that no penalty clause should be imposed, because the TETRA subsystem operates at security class 3, that is, the highest level. This is not disputed by the Respondent, who argues that the sentence imposed for incorrect indication of the security class, is calculated based on the table "damage to other components and system management applications" and falls under "Malfunction in the BUYER's TETRA terminal management" (SLA page 84). However, no evidence was produced that the incorrect indication of security class constitutes a malfunction of the management terminals. Beyond that, though, the Respondent does not specify what amount was calculated in each quarter for this false indication, nor the evidence on the basis of which they calculated it. According to table 5 of the 6th Annex of the SLA the amount of the penalty clause for malfunctions in management terminals is imposed if a "loss or reduction of the provided services" occurred, and the malfunction was not restored within 6 hours. if all these conditions apply, a penalty clause of 1% is imposed on the four month rent, increased in the event that the malfunction repair will be further delayed. The Respondent does not invoke any real facts, relevant to the terms that must be met for the imposition of a penalty. First of all, the effect of the incorrect indication on services provided by the TETRA was not proven. On the contrary, it is proven that it had no effect, since the Respondent stipulates, that, despite the wrong indication, this subsystem functioned in Safety Class 3. It should be noted that not only should the malfunction have an effect of "loss or reduction of services" according to Table 5, but also more generally according to clause 8.1.2 of the main part of the SLA (page 27), for the imposition of sanctions and penalty clauses the "services provided [must] deviate from projected levels," an incident that is not invoked in a clear and definite way by the Respondent, which in any case was not proven by the information invoked and produced. Therefore, the Respondent is not invoking or proving facts, based on which they had the right to impose penalty clauses for false indication of the security class on which the TETRA system operated during the disputed period.
248.
Data transfer. According to the 5th case of Table 7 of Annex 6 of the SLA (page 91) a penalty clause may be imposed when there are: "Problems in the transfer of data packets from-to databases or AVL server." These problems should have the "effect" of "partial loss of the data packet service." In this case a penalty clause is imposed if the fault is not rectified within 16 hours. The penalty clause amounts to 0.1% of four month rent (i.e. 2,713 Euro), and is increased if the time to repair the malfunction is extended (recovery time). Therefore, for the Respondent to justify the imposition of a penalty clause due to problems in data packet transmission, specific cases that occurred within the four month period (or four month periods), for which they imposed the penalty would have to be invoked and proven, to determine the information on the basis of which the amount of the penalty imposed was calculated (each time). It should be noted that the witness of the Respondent (and technical adviser) Kon. Kardaras testified in regard to that, that there was a low rate of data packet transmission, that is, a reduced data transfer performance. "The rate did not rise above a certain number we had recorded then and was less than the specifications of the Contract" (stenotyped minutes pages 125, 126). The witness did not testify on whether the low transmission rate resulted to the partial loss of the data packet service (as required by the above condition of Table 7, 6th Annex of the SLA for the imposition of a penalty clause), nor did it identify the specification provided for the speed of the transmission rate and what it exactly predicted. This information is not mentioned at all by the Respondent. Consequently the Respondent neither invokes nor proves that they had the right to impose a penalty clause for the aforementioned reason, nor do they determine whether they actually imposed it, in which four month periods and in what amount. It should be noted that the Claimant - as the Respondent testified - asked the parties to agree and appoint a third party to verify whether a low rate of data packet transmission occurred, but the Respondent refused.
249.
No Service indication, that is, no service. The indication appears on the terminals of the Respondent, and is referred to as a minor deviation also in the Protocol of the Dispute Resolution Committee, with which the subsystem TETRA was accepted. The Respondent claims that the appearance of an indication justifies imposing the penalty, because it falls under case 3 of table 7 of the SLA Annex 6 (page 91). This case concerns the contractual specification "end to end scrambler" and does not appear to be related to the no service indication. Apparently the Respondent means the next case (4) "recording problems-certification of subscribers to the network," the effect of which is defined as "transient or total reduction or loss of service." However, both cases 3 and 4 justify the penalty only if 16 hours have elapsed from the notification of the Buyer without restoring the malfunction. Also, in order to impose the penalty, the problem should occur more than once within four months. This information is not mentioned at all by the Respondent. Specifically, the Respondent does not invoke or demonstrate the terminal where the indication appeared, for how long it appeared and especially if it remained more than 16 hours from the notice, and if it reappeared within the same four month period. It is also not clear (because Respondent did not invoke it, and it is not derived from the evidence), whether the problem is determined only in regard to the no service indication or whether it is accompanied, indeed, by a transient partial or total reduction or loss of service, which is also a prerequisite for the imposition of a penalty clause. It should be noted that the letter cited and produced, dated 5-6-2008 by the Respondent to the Claimant, a table is attached where the TETRA monthly cost for the "No Service status for Nokia terminals" is determined at 8,242.37 Euro, based on an "SLA / ILS approach" (see ref. 277 of the Claimant). This fact is also admitted by the Respondent, which however argues that the ILS program was completed in September 2009, while the SLA services continued until July 2014. Therefore the penalty clause should - the Respondent claims - be calculated henceforth at 17.95% of the four month fee. It is not understandable though, why terminating the ILS program should multiply, indeed approximately 60 times, the penalty for a malfunction that existed before the program expiration. It should also be noted that the penalty clause imposed for malfunction of the Nokia data transmission (that is, the aforementioned malfunction under item c) is calculated at the same amount (8,242.37 Euro), for which is appears that the penalty imposed by the Respondent is calculated as a much larger amount. Finally, it should be noted that the witness and technical consultant of Respondent, Con. Kardaras, testified that the no service indicator appears randomly on some terminals, that it ceased for some time to appear, when the software was reprogrammed on some terminals, and that it appeared again on them after a certain time. However, this witness, a foremost expert on the subject, did not give some explanation on what caused the appearance of the indicator, nor did he determine its duration and how to solve it, and he did not testify whether it involves actual and total or partial loss of service or if it is just an erroneous indication. Therefore, the Respondent did not invoke, or prove, those elements that would justify the imposition of a penalty for the appearance of the no service indication in the terminals. Also he did not invoke and did not prove the four month periods and the number of terminals that said indication appeared. Finally, he did not prove why any penalty imposed should be calculated at an amount higher than 8,242.37 Euro, which is the same as the one in the table that was sent to the Claimant. The last amount, as well as the amount determined by the Respondent for low data transfer rate are outweighed by the amounts that the Claimant stipulates as appropriately withheld due to penalty clauses during the relevant period, totaling 998,317 Euro. This amount, which is stipulated as being due to penalty clauses during the relevant period must be deducted from the amount withheld, for this purpose the amount of 3,255,282.8 Euro. A larger amount cannot be deducted, since the Respondent, who bears the relevant burden as shown, neither invokes nor proves why penalty clause ratios of a larger amount that the one stipulated should be applied.
250.
Therefore, according to the information discussed above, the 7th claim of the disputed Application should be accepted, as definitively determined by the Addendum dated 3-16-2012 by the Claimant and the attachment to it Annex 1, it should be recognized that the Respondent withheld, in breach of the Contract, during the period from September 2007 to August 2011, due to miscalculation of the penalty clauses for the TETRA system, the sum of 2,257,065.80 Euro which, however, should be limited to the amount of 2,257,065 Euro, since this is the amount finally determined by the Claimant in their relevant claim, and the Claimant should be ordered to pay said sum.

8. Claim for 28,750 Euro for decommissioning work at the venues of the Olympic Games (Claim 8)

251.
1. The Claimant alleges that they assumed, with the 5th modification, the decommissioning of equipment from 123 venues and its transportation elsewhere for a fee of 290,000 Euro, that they actually carried out the decommissioning of 93 venues, that for such work their fee amounts to 220,875 Euro and that the Respondent still owes to them the amount of 28,750 Euro, the payment of which they require.
252.
2. The Respondent argues that the claim should be rejected, because it does not describe the decommissioning work, nor is the work for which the Claimant has been paid and for which Claimant claims payment referred to in the Claim.
253.
3. In article 7.3 of the Contract the following are mentioned, inter alia: ".... On the contrary, the amount of 290,000 Euro which corresponds to the Communication and IT SUBSYSTEM decommissioning services....... carried out by the SUPPLIER following order of the BUYER is not included....". Thus, full proof exists that the Respondent owed, according to the Contract, an amount of 290,000 Euro for decommissioning work performed by the Claimant. Furthermore, there is full proof (confession of Claimant) that the final amount of their claim was 220,875 Euro and this is does not include a debt of 28,750 Euro (and that the remaining amount of 192,125 Euro has been paid, see also below, section 292). Repayment of this amount (that is, 28,750 Euro) is not invoked by the Respondent. His assertion that the Claimant should also mention the works for which they have been paid and for which they have not been paid, is not founded. Since the Contract itself proves the existence and the amount of the debt, and the confessions of the Claimant (for whatever reason) proves the limitation in the amount of 28,750 Euro, the Respondent has the burden for the invocation and proof of payment of the balance. Since they are not invoking or proving a settlement, this claim should be accepted.

9. Claim for 799,356 Euro as compensation for the CDSS training according to Amendment 7 (Claim 9)

254.
1. The claim for awarding the amount of 799,356 Euro as a training fee was not submitted with the disputed Application, because during the time of its filing the training had not completed, the relevant fee would be paid, according with Amendment 7 of the Contract, after the completion and its acceptance. On 10-27-2009 (that is, after the commencement of the arbitration) the competent PC&DC issued, unanimously, the Qualitative and Quantitative Training Rejection Protocol no. 2004-00/6/2-rkv, which was accepted with decision no. 9008/13/216-rnd/16-12-2009 of the Deputy Minister of Citizen Protection. The same decision asked the Claimant to proceed, within a month, to provide the services according to the training services Contract, they did not do it, and the aforementioned agreed training fee was not paid. With decision no. 9008/13/216-rpth/5-25-2010 of the same Undersecretary, the Claimant was declared in default of the Contract, for the part that concerned the provision of training for Subsystems 1-7 CDSS of the C4I System, and penalties were imposed to them, a) forfeiture of down payment letter of guarantee for 799,356 Euro, b) forfeiture of good performance letter of guarantee for 79,935.60 Euro, c) legal interest from the transaction date of the down payment until the declaration of the Claimant in default, and default interest thereafter, until the repayment of the down payment.
255.
2. In the Terms of Reference, the Claimant requested and filed a claim to recognize the nullity of the aforementioned decision of the Deputy Minister of Citizen Protection. With their briefs dated 16-12-2011 (par. 274-283) they requested that the Respondent be ordered to pay their fees for the training of Euro 799,356, plus VAT, with interest from 7-11-2009. This claim is appropriately submitted, since a Claimant's request was included in the Terms of Reference to recognize the decision of the Deputy Minister who declared them in default of the Contract as null in regard to the training, thus depriving them of the right to receive the agreed fee. Also a claim of the Claimant for compensation for any damages incurred by the aforementioned decision of the Deputy Minister was included in the Terms of Reference [Terms of Reference, par. 7, (2) (b) and 3]. That is, the claim of the claimant that was submitted with the briefs is a specification of claim contained in the Terms of Reference.
256.
3. The decision of the Deputy Minister to declare the Claimant in default is founded exclusively in the Training Protocol Rejection of the PC&DC. The Respondent (with Addendum dated March 16, 2012, pages 130-133) argues that the PC&DC rightly rejected the training, for the reasons mentioned in the relevant protocol, and that the protocol was mandatory for the Undersecretary, pursuant to presidential decree 284/1989, which the Deputy Minister implemented, as explicitly stated in his decision. Therefore, to determine whether the training was rejected appropriately or whether the Claimant was deprived of their relevant compensation, the following should be considered: a) whether or not the omissions found by the Commission are founded, b) whether said omissions are not supposed to exist per the Contract, and c) whether it is indeed essential, in order to justify the rejection.
257.
4. The PC&DC concluded that no training series was provided to the system administrators. of the 11 items indicating that no training was provided to the CDSS system administrators, the first two are "training for management - maintenance of database (oracle)" and "training for management -maintenance of operating systems (windows 2003 server, linux redhat).» The PC&DC also mentions that no training was provided for high-level maintenance, on-site instant maintenance etc. The Claimant supports in its briefs that the training and the transfer of know-how was provided to the managers of the System prior to the receipt of C4I, such as provided by the relevant Annex of the 5th modification (Annex A, addendum AI, attachment 1), and that the post receipt training on C4I was aimed at end users and dynamic end users. This claim, however, is not confirmed by the letter of the 7th Amendment, which states that training for subsystems 1-7 of the CDSS is excluded from the delivery of 65 months (art. 8.7) and that payment for this will take place after its completion (art. 10.1.2.3), making no distinction between the training of the administrators and that of the users. The 7th Amendment had indeed been agreed between the parties by the end of 2007, that is, the deferral of the CDSS System training had been verbally agreed for a time after the receipt of the C4I system and the Changes of Additions and Removals to the System (the ECP), but it was signed only in terms of the training, in October 2008, shortly prior the receipt of C4I. Had the administrators' training

for the System been provided by then, the logical thing would be to state this in Amendment 7, that is, to indicate that after the receipt of C4I, "training of CDSS users" will be provided and not generally of the "CDSS subsystems 1-7," a phrase which is reasonably included in the conceptual content and the System administrators' training. It is also proven that the PC&DC with its documents dated 23-1-2009 and 3-5-2009 to the Claimant, requested that training be provided to a limited number of persons, i.e. a total of 20 people from all providers to systems Oracle Admin, CCNP, Windows server 2003, Linux, redhat, breamweaver and CISCO. This training, as it turns out, was not provided, not because the Claimant had provided it previously (they do not even claim that), but because they claimed it was outside of its contractual obligations (see the document dated 18-3-2009 by the Claimant and the testimony of witness Con. Vantalis, SP pages 333, 335: ".. they wanted us to train some users at IT level... they asked for these additional courses that were not included in the Contract, in order to be able to perform administration and maintenance... while in the Contract... it was clear that we would provide immediate correction of malfunction... These courses were Oracle, Sisco etc... "). That is, the training of the system administrators requested by the PC&DC, was not provided because the parties disagreed and still disagree as to the content and purpose that the administrators' training would have pursuant to the Contract: The Claimant maintained and continues to maintain that they should have been provided only with the training and know-how that would make them able to directly address System failures. By contrast, the Respondent argues that the administrators should, after the end of the training, be able to "autonomously" maintain, manage and configure the system.

258.
5. Article 2 of the Contract, titled "Definitions," defines "KNOW-HOW TRANSFER" as follows: "The SUPPLIER's obligation to train selected personnel of the BUYER so that the latter, after completing the training program, will have the required knowledge to become capable to operate and undertake MAINTENANCE of the C4I SYSTEMS for their entire life cycle, including their management, configuration-customization and technical user support for the entire life cycle of the C4I SYSTEM. THE KNOW-HOW TRANSFER includes delivery of historical data concerning the C4I system by the Supplier, in the form that existed on October 31, 2004, and the corresponding literature and any relevant process as it will have been developed and completed." This provision is clear: It establishes an obligation of the Claimant to train selected personnel of the Respondent to the maximum extent possible and for all items related to the operation, maintenance, management and development (configuration-customization) of C4I. This selected staff, also called C4I System administrators should, until the end of the training, acquire many skills and such skillful handling of the Systems so that they can, without any help, by only referring to the relevant manuals or CDs that will delivered by the Claimant, cope with any problem that arises in the System and bring about any improvements or modifications that would be needed. That is, they should have the same capacity for the handling, correction and improvement of the System that the Claimant's Technicians have. However, in any case, if it is thought that doubt is created as to the meaning of the term, especially given that Annex D did not specifically include Oracle classes, by interpreting this term per articles 173 and 200 of the Civil Code, in view of all other provisions of the Contract, in particular Articles 39 and 40.4, it is concluded that the parties wished that the system administrators should have, at the end of their training, the aforementioned knowledge and skills. This is also concluded from the purpose sought by the parties with the stipulation of the aforementioned term, which purpose is to enable smooth operation, development and adaptation to changing conditions of C4I by the staff of the Respondent, without dependence on the Claimant. Otherwise the Respondent would become a "hostage" of the Claimant for the entire life cycle of the System and this would create, as witness Pan. Anastopoulos stated - "a permanent dependence of the buyer on the supplier even after the passage of the 5 year period" (stenotyped minutes p. 383). Since the Claimant had installed Linux, Redhat, Suse etc. applications in the System, training should be given for them as well, not general, but "applied to the specific solution, that is, on C4I, as it was implemented" (submission of witness of the Respondent Pan. Mertis, stenotyped minutes, pages 460-461). Otherwise the system administrators would be "every hour and every moment over a phone, dependent on a supplier" (testimony of the same witness, as above). The rebuttal of the Claimant regarding the adequacy of training lies in the fact that it did everything required by Annex D. However, the purpose and effect of the training should have been what the Contract defines as know-how transfer. Additionally, article 5.2 of the Contract provides that "5.2. The SERVICES to be provided by the SUPPLIER to the BUYER will have to meet the needs of operation, use, maintenance and technical support of the SUBSYSTEMS, as provided in this CONTRACT. In particular, the SUPPLIER will provide KNOW-HOW TRANSFER to selected personnel of the BUYER and will assume their relevant TRAINING. The SUPPLIER represents and undertakes that the technical and operational training will provide, to the designated staff of the BUYER, the knowledge needed to handle, support and maintain the C4I SYSTEM to an extent necessary, in order to achieve full functionality." It should be noted that, according to Article 1.2. a of the Contract, if there is an inconsistency between the articles and Appendices, the articles of the Contract will prevail. Thus the concept, scope and purpose of the training, as defined in the definition "KNOW-HOW TRANSFER" in Article 2 of the Contract, prevail over the definitions in Annex D.
259.
6. In summary, the Claimant identifies the conflict of the Respondent's allegations in the following points: Originally (with their briefs of December 16, 2011, par. 274-283 -with their Addendum, they do not seem to refer to the issue of training but with affidavits submitted with its briefs, such as K. Widmer, par. 49-56), they allege that the Respondent asked for training of the administrators beyond their contractual obligations, which they restrict (unjustifiably in the way stated the previous paragraph) those set forth in Annex D of the Contract (see par. 275 of the briefs), such as training for the programs Oracle, Windows Server and Linux Redhat (see affidavit Widmer par. 5.3), and blames the Respondent for postponing the training with Amendment 7 for a time after the receipt of the system because of the failure of the Respondent to "provide the adequate staff in a timely manner" (par. 275 of the briefs).

However, at the hearing, it initially appeared that the viewpoint put forth would be that the training of the administrators would be completed during the 5-year maintenance of the System by the Claimant (see witness P. Anastopoulos by Ep. Lampadario and his observations) (stenotyped minutes pp. 392 and 393), something which is obviously not correct though, since Annex D of the Contract, after the 7th Amendment, provides (in paragraph 7) a twelve month schedule for training and apparently the Claimant issued a "successful completion protocol" in order for the payment to be made under the terms of the Contract (after the 7th Amendment) 10.3.2 and 10.1.2.3 (and the rejection QQRP dated October 27, 2009 was subsequently issued). However, after that, (testimony of Widmer pp 662 et seq., stenotyped minutes and Supplementary Briefs of July 30, 2012, par. 853-889), the Claimant takes the view that the system administration managers and the technology transfer took place prior to the delivery of the System during the phase of detailed configuration and system analysis up to its installation, and for the period after the receipt, only the training of "power users" and "end users" remained, in accordance with Annex D (see paragraphs 863 and 873 of the Supplemental Briefs of the Claimant dated July 30, 2012). However, this does not seem convincing because neither the 7th Amendment nor Annex D make such a distinction (in paragraph 1) to "users, administrators and technicians." Furthermore, on one hand, the aforementioned allegation of the Claimant (in their Supplementary Briefs dated July 30, 2013) contradicts the assertion in its Briefs (dated December 16, 2011) that the Respondent did not have (prior to the receipt) the necessary staff, therefore training was postponed, and on the other hand the hearing did not show that administrators under training were monitoring the phase of detailed customization and analysis or any later stage (and this regardless of the multiple problems that existed in these phases). Furthermore, Amendment 7 (as stated above) makes no mention of training already offered nor any distinction between the training of administrators and users. However, if the Claimant's assertion that Annex D (which the Claimant initially invoked as the one including all contractual obligations for training) concerns only users (dynamic and end) and not the administrators (see Supplementary Briefs par. 863 and 873) then it is concluded for the administrators that no training was provided and that this is the reason to reject training with QQRP 2004-00/6/2-rkv of October 27, 2009.

260.
7. Therefore, as it is proven, the training mentioned in the previous numbers was not provided by the Claimant to the system administrators, although it was specifically requested by the PC&DC with their two aforementioned letters. Thus, the PC&DC rightly rejected the training. It should be noted that with no. 9008/13/216-rnd/12-16-2009 decision of the Minister, which rejected the training, the Claimant was called to provide, within one month, the training and know-how they had not provided. As also concluded by the document no. 2004-509/1/12/10-lg/3-102010 of the Greek Police Headquarters, the PC&DC contacted representatives of the Claimant for this purpose, but an agreement was not reached. On 3-15-2010 the PC&DC sent a letter to the Claimant to provide specific training in order "to allow autonomous administration and system maintenance by the Buyer", also determining that the duration of these courses would be at least 10 working days per Organization, but the Claimant did not provide the required training.
261.
8. The failure to provide training to the CDSS system administrators is an essential omission/deviation from the contractual obligations of the Claimant, relevant to training, because it is a direct violation of the obligations established in Article 2 of the Contract within the definition of "Transfer of know-how." The core of these obligations lies precisely in that with training and know-how transferto a selected and necessarily small number of the Respondent's staff, the Claimant should render said personnel fully capable to maintain, manage and configure the System throughout its lifecycle. The Claimant did not refuse to do this, although it was asked to do this prior to the commencement of the training (3-16-2009), as well as after the drafting and approval of the rejection of the training protocol by the Undersecretary. Therefore, the Claimant's claim for the amount of 799,356 Euro as remuneration for training must be rejected as essentially unfounded.
262.
9. At this point it should also be noted that the Claimant complains that the Respondent, while (with the 7th Amendment signed in October 2008) they had agreed for training after the delivery of the project in the QQRP of November 14, 2008 with which the entire C4I System was received, deducted the amount of 799,999 Euro due to lack of training within the framework of omissions and deviations (and then by rejecting the training, did not pay said amount). But that is not inappropriate. Indeed, in the costing of independent Subsystems in clause 7.2.1 of the Contract, no separate fund exists for training, because the cost of training is embedded in the price for each Subsystem. Clause 7.2.2 of the Contract contains an analysis of the funds for (a) supply, installation and training, (b) supply of TETRA services, (c) maintenance and support, and (d) the price of Subsystem 22A. With the 7th Amendment, category (e) training was added for Subsystems 1-7 for Euro 799,356 (which is deducted from the total initial fund for supply, installation and training, but not deducted from the price of each subsystem). Rightly so in the QQRP dated November 14, 2008, a percentage from the value of Subsystems 1-7 was deducted (which included training) corresponding in total to the price for training, since training had not been offered back then, (and this amount would have been paid to the Claimant after successful completion of training). However, after training was rejected, this amount was never paid to the Claimant.

10. Claim for 30,000,000 Euro as monetary satisfaction for injuries (Request 10a)

263.
1. The Claimant with their Briefs (par. 284-305) raises a claim for monetary satisfaction due to injuries in the amount of 30,000,000 Euro based on the following incidents:

(a) Since "the Respondent's conduct throughout the duration of the contract to this day... has been found to be illegal, abusive, in bad faith and dilatory - has caused an enormous damage and harmed the reputation, good faith and business prospects of SAIC," (paragraph 284)

(b) "The enormous delay of the Respondent in fulfilling their obligations throughout the Contract period, starting from the delay in the completion and delivery of the Olympic facilities up to the continuous violations of every deadline set forth to ensure the smooth and timely completion of the Project, forced SAIC to maintain offices and a large staff in Greece, well beyond those specified in the time conventions, with a necessary implication being the enormous and unexpected increase of its cost." (paragraph 285)

(c) "Additionally, the well-known to us and continuous, for reasons of political feasibility and just "badmouthing" of the C4I system as supposedly "useless", "expensive", "scandalous", etc., both through the media and by statements of politicians in and out of Parliament - at the same time that the competent committees of the Respondent considered it suitable and acceptable - exacerbated the losses of SAIC in international markets II" (paragraph 286)

(d) "As a culmination to all this, the unthinkable action of the Respondent was taken, that is, to terminate 19 months after partial performance of the Contract, and to declare SAIC in breach of contract and to collect the letters of guarantee."(paragraph 287)

264.
2. The legal basis of the claim of the Claimant (Briefs par. 315-322) are articles 104 and 105 of the Introductory Law of the Civil Code, and article 932 of the Civil Code. To support the illegitimacy, the Claimant invokes (a) refusal of Respondent to appear during negotiations in accordance with clause 8.8 of the Contract, and (b) Decision 9008/13/216-rpe of the Deputy Minister of Citizens Protection for failure to approve the receipt of the C4I System and the letter [under reference number] 7739f of the same Deputy Minister with which the Respondent partially terminated the Contract. Accordingly, the Claimant claims that these actions of the Deputy Minister of Citizen Protection contradict articles 66 and 67 of presidential decree 284/1989, article 8.8 of the C4I Contract and the principles of good faith and sound management (paragraph 319 of their Proposal).
265.
3. The claim had not been submitted with the Application for arbitration. But in the Terms of Reference [par. 7 d1 (3)] a claim of the Claimant had been included for the Respondent to pay, among other things, a monetary compensation for injuries, "as said injuries will be specified by the Claimant in its briefs." Thus, since the reason for the claim was included in the Terms of Reference, its amount is rightfully supplemented with the briefs (no. 18 par. 1 c of the ICC Rules of Arbitration).
266.

4. The Respondent, primarily with their Addendum dated March 16, 2012 (pages 148-186) refutes the contribution of the conditions of the tort and the legal basis of the aforementioned claim that is invoked by the Claimant. They also support that no conditions of articles 57 and 59 of the Civil Code are met, that the breach of contract is not a tort, that no causal link exists, because the actions of his assignees were not sufficient to cause the alleged injuries, that no injuries were suffered and that their reputation was nonexistent due to the CITYTIME scandal of New York City. The Respondent does not claim lack of jurisdiction of the Arbitration Tribunal. In any case there is jurisdiction because according to the events that were invoked, the alleged tort attributable to the Respondent on which the claim for monetary compensation is based, was caused by the abnormal progress of the Contract at issue and its consequences are exactly due to this abnormal progress.

267.
5. In order to give rise to a claim for monetary satisfaction due to moral damages according to article 932 of the Civil Code, the condition required is a tort pursuant to article 914 et seq. of the Civil Code, and in the case of the State pursuant to Article 105 of the Introduction to the Civil Code, a wrongful action or failure of its assignees during the exercise of public authority by its assignees, unless said action or failure occurred in violation of a provision that exists for the sake of the general public interest.
268.
6. At any rate, a culpable harmful action or failure, with which a contract is violated may, besides the claim of the contract, establish a claim for tort, when it would still be illegal pursuant to the meaning of Article 914 AK (Pl. S.C. 967/1973 and S.C. 878/2011) even without the contractual relationship.
269.
7. However, in this particular case, the Claimant's claims against the Respondent in paragraphs 284 and 285 of its proposal (that is, the Respondent's conduct in the performance of the Contract and its delays), when considered to be true, would still constitute a breach of Contract without which they would not exist.
270.
8. Furthermore, the allegations in paragraph 286 of their Proposal, i.e. unfavorable statements of other entities, persons or organizations for the Claimant or the C4I project C4I, such as the alleged "bad mouthing" of C4I by the media or parliament members in or out of Parliament, are irrelevant to this arbitration, especially since they concerned mainly the subcontractor of the Claimant Siemens and the information about corruption related to projects in which Siemens was involved and information about for money laundering, among other things, and in regard to the relationship (true or virtual) with the security project of the Olympic Games. Therefore, even if the Claimant has any claim against the persons that made such statements, such claim does not derive from the disputed Contract, nor is it associated with it. It is therefore not permissible for such statements to be considered by the Arbitration Tribunal to establish the claim or the determination of the amount of the financial satisfaction.
271.
9. Finally, the partial termination of the Contract, the declaration of the Claimant in breach of the Contract and the collection of the letters of guarantee, despite the allegations of the Respondent to the contrary, constitute breach of Contract after the receipt pursuant to article 8.8 of the Contract based on the QQRP of November 14, 2008. Specifically, they constitute a violation of article 8.8 of the Contract and articles 34 and 24 of the Contract because of the foregoing receipt (as also deemed above in connection with the claim of the Claimant for the letters of credit). However, they are not unlawful acts and could not exist without the existence of the Contract, nor do they contradict the provisions of articles 66 and 67 of Presidential Decree 284/1989 according to the above in the chapter regarding the Receipt of the C4I System, which took place with the QQRP of November 14, 2008, not by application of presidential decree 284/1989 but on the basis of clause 8.8 of the Contract.
272.
10. It must be noted that from the provisions invoked by the Claimant as the legal basis of their claim for compensation for injuries, article 932 of the Civil Code requires tort or wrongful act of the State. Article 104 of the Introductory Law of the Civil Code concerns violations and may not be the basis for the application of article 932 of the Civil Code. Violation of article 8.8 of the Contract which is also invoked by the Claimant constitutes a breach of contract and cannot constitute a basis for the application of Articles 105 of the Introductory Law of the Civil Code and 932 of the Civil Code. While according to the aforementioned there was no breach of articles 66 and 67 of Presidential Decree 284/1989, thus no basis to establish application of articles 105 of the Introductory Law of the Civil Code and thereafter 932 of the Civil Code. However, even if there was a violation of these provisions, this would still not establish Article 105 of the Introductory Law of the Civil Code because these provisions exist for the sake of public interest.
273.
Finally, in regard to Articles 57 and 59 of the Civil Code which is not invoked by the Claimant, a condition to raise a claim for revocation of an offense (pursuant to article 57 of the Civil Code) or further compensation (pursuant to article 914 of the Civil Code) or monetary compensation for injuries (pursuant to article 59 of the Civil Code), a condition is for the offense to be illegal one which takes place without right or on the basis of a right, but which is exercised abusively, within the meaning of Article 281 of the Civil Code and 25 of the Constitution and a misdemeanor of the wrongdoer when it is particularly about awarding a monetary satisfaction due to injuries, due to illegal insultagainstone'spersonality(seeinsteadthe recentS.C. 271/2012 and the cases referred therein, Pl. S.C. 2/2008, S.C. 1599/2000,333/2010,356/2010,1007/2010).
274.
12. In this case, as has been stated previously there was no wrongful act of the Respondent but only breach of Contract which in fact is not an abuse of right but a misinterpretation of (indeed unfavorable) conditions of the Contract and the provisions of presidential decree 284/1989 regarding the commitment of the Respondent by the QQRP and the rights, or possibly even the obligation of the Respondent to terminate the Contract, to render the Supplier forfeited, etc, something which is also proven by the arguments of both sides during the arbitration procedure and the differentiating decisions of the Council of State and from the different views expressed by the arbitrators in this arbitration on these issues. This is even more so when there can be no issue of liability of the Respondent. Yet it should also be noted that even if the partial termination of the Contract, etc. had an adverse impact on the Claimant, this in itself would not be enough to constitute an insult against its personality illegal. In order to be illegal, the conditions of articles 361, 364 or 366 of the criminal code must be met, regarding which no invocation was made and no facts were produced to establish their truth, nor were such real events proven, therefore it is unfavorably or preventively invoked by the Respondent (page 151 of their Addendum), counter-appeal of article 367 par. 1 (case c and d) on the exercise of its legal authority, exercise of legal authority or preservation (protection) of a right or other justified interest.
275.
13. Even the existence of disputes in regard to a contract, which are pending in a dispute resolution process (judicial or arbitrary), is not sufficient to harm the honor and reputation of counter-parties in dispute. Finally, it was not proven that the Claimant suffered injuries, since after their allegations, they neither proved that they lost a contract, nor did any shareholders filed legal actions against them (see deposition of J. Hartley-stenotyped minutes pages 813-814), and no evidence was produced even for preliminary purposes or discussions in regard to biddings for which the Claimant claims they did not take part because of the conduct of the Respondent.
276.
14. Following the above, the claim for monetary compensation for injuries must be rejected as unfounded in law. However, even if it was legally founded, it should be rejected as unfounded in its merits because the actions of the Respondent, which the Claimant invoked, were not illegal nor able to harm the honor and reputation of the Claimant and cause moral damage.

11. Claim for 1,115,654 Euro as further positive damages due to maintenance of presence in Greece after November 14, 2008 (Claim 10b) and Claim for 3,998,606 Euro as a further consequential damages (Claim 10c)

277.
1. From these claims of the Claimant (Briefs 306-314) the first one (1,115,654 Euro) derives from converting the amount of U.S. $ 1,454,000 while the second (3,998,606 Euro) comes from claims in 3,775,475 Euro and 223,131 Euro (derived from conversion of the Euro amount into U.S. $ 290,800).
278.
2. As the cause for the trial of the first of these amounts, the Claimant invokes the violation of the obligation of the Respondent to negotiate, within 50 days of the drafting of the QQRP for C4I, regarding the value of omissions/deviations recorded in the protocol in the amount of 21,466,551 Euro. They specifically argue that as a result of the breach, project manager Kemble Widmer was "forced to continue its participation in PHASE I" dedicated 50% of his time "working on the issues arising from the breach of the Respondent's obligations with respect to PHASE 1 from November 18, 2008 until today. " Also, as he argues, it was due to the reluctance of the Respondent to resolve the issues of omissions/deviations that expenses were incurred for the other employees who had come from abroad, and consisted of travel, rent, cost of living etc. Specifically, the amount of U.S. $1,454,000 consists of half the salaries and allowances of K. Widmer ($225,000), wages and allowances of other employees ($393,000), of rent benefits, travel, etc. ($392,000), rent and utilities bills ($114,000), taxes for employees ($202,000), office rent ($62,000) and employment agencies ($ 212,000). The third amount of USD 290,800 represents the amount lost by the Claimant by not investing the aforementioned amount of $1,454,000 in other activities, which would have earned for them said amount ($290,800) as profit, and the second (3,775,475 Euro) the amount lost by not investing the money paid to the banks to cover the forfeiture of the letters of guarantee and good performance.
279.
3. In the Terms of Reference, the Claimant requested and filed a claim to order the Respondent to pay compensation for any positive and consequential damages suffered as a result of improper fulfillment of the obligations of the Respondent. Notwithstanding the generality of the claim, with their briefs dated 12-16-2011 (p. 126 et seq., §§ 306-314) they admissibly specified the aforementioned demands, in view also of the fact that the Respondent is not proposing something unacceptable, but answers on the merits, arguing, among other things, a lack of a causal link.
280.
4. According to Article 330 of the Civil Code the debtor is implicated, if not defined otherwise, in any breach of their obligation by fraud or negligence, whether by themselves or their legal representatives. Pursuant to article 8.8 of the Contract, if upon receipt of C4I minor omissions/deviations are identified, they will be recorded in the QQRP and the parties are obliged to resolve their dispute regarding their value within 50 days. It is further defined that: "If it is not possible to achieve the agreement within the above period, either Party shall be entitled to resort to the arbitration under art. 28 Arbitration for final settlement of the dispute." That is, according to the Contract, the sole penalty for failure to amicably settle the dispute as to the value of the omissions/deviations filed in the QQRP is the capacity of each party to resort to arbitration. The reason for which the dispute was not resolved, lacks legal importance. Even in this case, that is, one of the parties inappropriately refused to discuss or negotiate with the other party, the sole right of the latter according to the Contract, is to resort to arbitration. of course, the failure to fulfill a contractual obligation can establish a claim for compensation, even if it is not defined in the Contract, as long as it is not expressly excluded from it. The requirement though, is that the lender suffered damages, as an appropriate causal link with the breach of the Contractual obligation. In this case, the claimant invokes a real positive damage, i.e. the reduction of current assets by USD 1,454,000, amount paid in wages and benefits of employees, on rents, etc. They do not rely on any incident able to establish appropriate causal link between the breach of the contractual obligation attributed to the Respondent (i.e. the obligation to negotiate within 50 days, on the value of the omissions/deviations) and the alleged damages. The claimant does not explain, that is, the reason for which it was necessary for K. Widmer and the other personnel to remain in Athens after the period of 50 days. It does not mention what they would do, what service they would perform or had to perform in connection with resorting to arbitration, given that the C4I had been finally received and only the value of the omissions/deviations was pending. It is noted that common experience and logic does not indicate that there was a need for K. Widmer and the claimant's employees to stay in Athens after the end of the 50 days since the only right which the Claimant had from that time and on under the Contract was to resort to arbitration, therefore there was no reasonable activity for its employees. Therefore the first of the aforementioned claims and the third claim, consequential to the first, must be rejected for lack of a causal link.
281.
5. It should also be noted that the negotiations provided in clause 8.8 of the Contract concern resolution of disputes of the Parties "on the value of omissions / deviations" rather than restitution of said omissions/deviations of the System, since negotiations provided in clause 8.8 presuppose that the System has fully delivered (even with minor omissions / deviations) therefore the only thing remaining is the negotiation of the value of these omissions and deviations, something that leaves no doubt that there is no causal relevance between costs (standby) for the restoration of omissions / deviations. In addition to the amounts that the Claimant claims in relation to the Project Manager Mr. K.Widmer (50% salary / benefits / costs of residence, etc.) they are not causally related to the alleged breach of the Respondent on the failure to negotiate, since it is clearly derived (implicitly admitted) that he would remain in Greece anyway for the remaining 50% of his tasks, therefore his costs would exist in their entirety (there is no allegation of course that it would be less.)
282.
6. The second claim examined is based on the allegation that the Claimant had at its disposal the amounts of 3,106,766 Euro and 15,770,610 Euro,collected by the Respondent, after notice to the Banks regarding the forfeiture of the letters of guarantee, they would have invested them in other projects and would have had a profit before tax of 20%, i.e. 621,353 Euro from the first amount and 3,154,122 Euro before taxes from the second, that is, a total of 3,775,475 Euro. With the claim, that is, it seeks an award for foregone profits and not for the restitution of a positive damage. This claim is also admissibly submitted, because the Claimant, with the Terms of Reference, requested that the Respondent be ordered to pay the damage incurred "from the forfeiture of letters of guarantee for the down payment and performance," a claim already specified with reference to the aforementioned amounts. However, this claim is not legitimate because it involves financial debt, the overdue payment for the fulfillment of which it justifies only the trial for the award of interest and any further positive damage (Civil Code 345). Trial for the award of lost profits from failure to satisfy monetary debt is not permitted by law. It is immaterial whether the cause of the financial debt is a contract or tort or unjust enrichment, since failure to fulfill always results an overdue payment, because failure to provide money is not taken into account. Thus the claim must be dismissed as illegitimate.
283.
7. It must be noted that all funds of claims (10b and 10c) should be rejected for another reason, namely because these alleged losses of the Claimant, in addition to the fact that they are not causally connected to the Respondent's failure to negotiate in accordance with clause 8.8 of the Contract, are causally and temporally linked with the disputes between the parties and their resolution in respect of which the Claimant is not entitled to compensation according to the things accepted above [under G 4 (16)].

12. Claim for 2,224,503 Euro as interest for delayed payment of the Respondent (Claim 11)

284.
1. Article 10 of the Contract establishes the schedule of payments to the Claimant. This article was amended and replaced in part by the 5th modification and sets forth under no.4 and 5 the following:

10.4. "The payments to the Supplier specified above will be made by bank transfer directly to the bank account designated in writing by the Supplier within 30 days of delivery with return receipt of the above documents to the office of the Buyer set out in Article 30, CORRESPONDENCE."

10.5. "If a payment has not been received by the Supplier by the specified date at the fault of the Buyer, legal interest will be imposed that will burden the Buyer."

Article 21 of the Code of State Trial Laws states:

"The legal and the default interest on any government debt is 6% per annum, unless otherwise defined by agreement or special law. Said interest shall commence upon the service of the complaint."

285.
Also, with the provisions of presidential decree 166/2003 with which the Directive 2000/35 of the European Parliament and the Council of the EU was transferred into the domestic laws, the following are defined:

Article 2. Scope:

"The provisions of this decree apply to payments made as remuneration from a commercial transaction."

Article 3. Definitions. For the purposes of this Decree:

"1. "Commercial Transaction" means a transaction between undertakings or between undertakings and public authorities which lead to the delivery of goods or the provision of services for remuneration. "Public authority" means any contracting authority or entity, as defined in the presidential decrees on procurements of the public sector (presidential decree 370/1995 Gazette A 199).....2. "Late payment" means exceeding the contractual or statutory period for payment..... 3. "Interest rate set by the European Central Bank for the basic refinancing operations means the interest rate applied to such operations in fixed-rate bids."

Article 4. Interest in case of late payment:

"7. Overdue interest from the day following the payment date or the end of the period for the payment as set forth in the contract. 2. Unless a certain day or period for payment of the fee was agreed, the borrower is in default without requiring notice and owes interest: a. if they received the invoice or equivalent for payment documentation.... 4. The rate of overdue interest which the debtor is obliged to pay, shall be calculated on the basis of the interest rate applied by the European Central Bank to its most recent main refinancing operation carried out before the first calendar day of the half-year in question ("the reference rate"), plus at least seven percentage points ("the margin"), unless otherwise specified in the contract.

286.
2. In this case the Claimant alleges (Briefs par. 323-349) that the Respondent delayed to pay various sums beyond 30 days from the date of the relevant invoice, and is asking for payment of interest for the period of the delay beyond thirty days and until the repayment of each item (briefs of the Claimant dated December 16, 2001, page 136 et seq.) It also contends that the interest rate on the basis of which the calculation of the interest due is based, is the current overdue interest rate between individuals, i.e. the one set forth by presidential decree 166/2003 (Briefs par. 359, 367).
287.
3. The Respondent does not dispute the amounts due (and already paid) or the delay, but refutes the interest due (Addendum pages 144-148). Specifically they state that: Although article 21 of the Code of State Trial Laws stipulates that the State shall owe interest from the service of the complaint, however, there is no service of a lawsuit in the arbitration proceedings, therefore 346 Civil Code cannot be applied, therefore nor can article 21. Also in this case, presidential decree 166/2003 does not apply either, because, according to article 9 therein, the provisions apply to contracts concluded after its entry into force, i.e. after June 5, 2003, even though the disputed Contract was drawn up earlier, i.e. May 19, 2003. Also, this decree does not apply to contracts which are not subject to the presidential decree 370/1995 on public sector procurements (namely Directive 93/36 of the EU), such as the Contract at issue. Furthermore, the Respondent denies that they were in default in respect of the separate items of interest claimed by the claimant.
288.
4. With the disputed Application it is sought to acknowledge that Respondent delayed payments from the signing of the 5th modification and that therefore the Claimant is entitled to interest on such payments. This claim was also confirmed in the Terms of Reference. Consequently, it was admittedly narrowed down, with the briefs of the Claimant dated December 16, 2011, by reference to specific late payments and a fixed amount of interest for each one. The Claimant mentioned the number of days of the payment delay but did not mention the interest rate, and merely asserts that the overdue interest rate between individuals should apply, i.e. the rate of presidential decree 166/2003.

This allegation, however, is not in line with the abovementioned clause 10.5 of the Contract which provides that in case of culpable delay, the legal overdue interest will be imposed, which is "borne by the Buyer." That is, not the general overdue legal interest in Greece, but the one "borne by the Buyer" which is 6%, according to the abovementioned provision of Article 21 of the Code of State Trial Laws (see also Decision 25/2012 of the Supreme Special Court). Further, although under presidential decree 166/2003 the amount of overdue interest shall be set equal to the reference rate of the ECB plus a margin of 7% per year, that is exceeding 6%, this provision is subject to that it is not otherwise specified in the contract. In this case it is not otherwise specified in the Contract, that is, it is set forth that the legal overdue interest will be the one borne by the Buyer, therefore 6%, according to Article 21 of Code of State Trial Laws. Moreover, the provision of this latter article, that the State owes overdue interest only from the service of the complaint, is contrary to the provisions of Directive 2000/35 of the EU, cited above, as verbatim included in presidential decree 166/2003. Although article 9 of said presidential decree provides that its provisions do not apply to contracts that had been previously developed, this concerns only the horizontal and not the vertical application of the Directive. Indeed, according to Article 6 par. 1 of the Directive, Member States had to adopt legislation transposing into national law no later than 8-8-2002. Thus, from this date, this Directive became effective as of right against the public body (vertical application), since the Directive's provisions are clear and they are not conditional, and as stated by the ECJ in its judgment of 5-24-2012 (Case C -97/11, Amia SpA v Provincia Regionale di Palermo). Therefore, the allegation of the Respondent to the contrary is not legitimate. Similarly, its other allegation is also not legitimate, that is, that the Directive applies only to those contracts that fall within the scope of Directive 93/36/EC, which is transposed into national law by presidential decree 370/1995 on public sector procurements. Directive 2005/35 refers to the provisions of this Directive (i.e. Directive 93/36, and also the provisions of Directives 92/50 EEC, 93/37 EEC and 93/38 EEC) (with Article 2 par1) only insofar as the definition of "public authority," not to the extent of its scope. Therefore, if this Contract has the nature of a "commercial transaction," the delay of paymentby the Respondent, creates an obligation for the payment of interest, under the terms of the Contract, with 6% interest from the beginning of the overdue period, whether a lawsuit is filed or not.

289.
5. The Claimant invokes the following cases of delayed payments and claims the aforementioned interest amounts for each one. After listing each claim of the Claimant, their applicable settlement follows.
290.
a. Airship services 1,676,296 Euro, plus 301,733 Euro for VAT for an amount which the Claimant invoiced on 9-1-2004 (invoice 39/9-1-2004). Claimant argues that the 5th modification set April 27, 2007 as the due date for payment, that the payment was made on 5.25.2007, i.e. with a delay of 28 days, and that they are entitled to interest on the amount of 17,192.59 Euro, the payment of which they seek. In the Contract (5th modification), article 10.1.1 paragraph 5, it is stated that the payment of 1,676,296 Euro for the airship will be made "43 months from the activation of the Contract." Therefore, the commencing event in order to determine the day during on which the payment for the airship should be made, is the activation of the Contract.

That is, April 27 is not mentioned in the 5th modification as a due date for payment as supported by the Claimant, but the payment day must be found, after defining the exact date of activation of the Contract. The Claimant alleges in its appeal to arbitration (page 10) that the contract was activated on 5-28-2003. This fact is explicitly stipulated by the Respondent in their initial response to the appeal (page 6). The 43 months from the activation of the Contract were completed, then, on 12-29-2006 and not on 4-27-2007. However, in view of the Claimant seeking interest for 28 days and the Respondent admitting that they delayed the payment by 28 days (page 177 of briefs dated 12-16-2011) overdue interest must be awarded to the Claimant for that period. The allegation of the Respondent that they did not pay, justifiably, because the invoice was addressed only to SAIC and not the full name of the Claimant, must be rejected as unfounded, since these initials are listed in brackets in the Contract as well, to indicate the name of the Claimant and therefore are sufficient for their identification. Therefore, the Claimant is entitled to interest on late payment of remuneration for the airship (1,978,029 x 6% x 28: 365 =) 9,104.35 Euro.

291.
b. Subsystem 22A. Fee of 3,500,151 Euro. Claimant argues that the 5th modification set as the new date for payment on 4-6-2005, that the Respondent paid them on 5-4-2007, i.e. with a delay of 758 days and requests interest in the amount of 1,054,204.11 Euro. The 5th modification did not mention, as the date of payment, the amount of 3,500,151 Euro for the Subsystem 22a on 4-6-2005. It is mentioned in Article 10.7.1, titled "summary payments table" for subsystem 22, that an amount of 3,550,000 Euro will be paid "within 10 working days from the date of down payment letter of guarantee." But clearly the delayed payment, for which the payment of interest is sought, is not this one. Because the Claimant refers (par.327 of 12-16-2011 of their briefs) to cases 2 and 3 of the "summary payments table." In these cases it is stated that an amount of 2,840,000 Euro will be paid "14 months and three days after the activation of the Contract" and the amount of 710,000 Euro "within 18 months from the activation of the Contract." The fact that in these cases the Claimant is referred also emerges from that they cite Article 10.7.2.3, which concerns the "Third Payment," i.e. the payment of 710,000 Euro. of course, the sum of these amounts is also 3,550,000 as is the first payment (i.e. of the down payment). However, payment of 3,550,151 Euro for Subsystem 22a does not exist in the 5th modification. Therefore the 18 months period set forth for payment of the amount of the third payment of the aforementioned subsystem must be considered to determine whether there was a delay and of how much time. This deadline expired on 11-29-2004, that is, prior to 4-6.-2005, which the Claimant states as due date for payment. Therefore, the Claimant is entitled to overdue interest for the period of 758 days, which it claims, and which is smaller than that derived on the basis of the date of activation of the Contract, while the Claimant does not specify (nor is such a claim derived) whether the VAT payment (or part thereof) was delayed as it was priced with Invoice 58/3-7-2005 (Exhibit 243 of the Claimant) while it is obvious that the Claimant accepts that the down payment for Subsystem 22A of Euro 3,550,000 was paid timely). That is, they are entitled to: (3,550,000 x 6% x 758: 365=) 442,339.72 Euro.