General terms and conditions of purchase

1. General

1.1 These general terms and conditions of purchase (hereinafter: conditions of purchase) are applicable to all offers, orders and contracts concerning the supply of goods and/or services to PT Gaze by the supplier (to be referred to hereinafter as: the other party). In these conditions of purchase, services include the contracting of work.
1.2 The conditions of purchase are applicable to and constitute an indissoluble whole with all orders and contracts related thereto for the supply of movable goods and services, as referred to in paragraph 1, by the other party to PT Gaze The other party is deemed to accept the applicability of these conditions to subsequent orders of and contracts with PT Gaze as well.
1.3 Any provisions contrary to these conditions of purchase shall be valid only to the extent that they have been explicitly accepted by PT Gaze and shall be applicable only to the order or contract to which they pertain.
1.4 Nullity or annulment of any provision of these conditions of purchase shall leave the other provisions of these conditions of purchase in full force and effect.
1.5 PT Gaze has the right to amend the conditions of purchase and to declare the amended conditions of purchase applicable to existing contracts. Such amendments shall be binding upon the other party after 30 days from PT Gaze having notified the other party of the amendment.
1.6 These conditions of purchase, as well as all offers and contracts to which they are applicable in full or in part, shall be governed exclusively by Indonesian law, excluding the Convention on Contracts for the International Sale of Goods and any other international arrangements in respect of the purchase of movable products, the applicability of which may be excluded by parties.
1.7 Any disputes connected with or arising from these conditions of purchase and/or the contract(s) related thereto shall be submitted exclusively to the competent court in Tangerang.

2. Prices

2.1 Unless otherwise agreed upon in writing, the price agreed upon shall be fixed for the contract term.
2.2 The price agreed upon is excluding VAT and is denominated in Rupiah, unless otherwise agreed upon in writing.

3. Delivery

3.1 Delivery is effected “Delivery Duty Paid” at the place of delivery agreed upon, at the time agreed upon and within the term agreed upon. The time and place of delivery agreed upon are of vital importance.
3.2 In the event that, before delivery is effected, PT Gaze requests that the goods and/or services be delivered at a place other than that specified in the order, the other party is obliged to comply with such request.
3.3 The term of delivery commences on the day on which the order is granted by PT Gaze in writing; in case of an oral order or an order by telephone the term of delivery commences on the day on which the order is confirmed in writing.
3.4 If the other party wishes to accelerate compliance in any way, PT Gaze’s permission in writing is required thereto. However, if the other party accelerates compliance, payment shall be effected in conformity with the original term(s) of payment agreed upon.
3.5 Without prejudice to PT Gaze’s right to demand compliance and without prejudice to PT Gaze’s right to rescind pursuant to article 13, PT Gaze has the right, on each occasion when the other party is in default in respect of the provisions in paragraph 1 of this article, to impose a penalty falling immediately due on the other party up to a maximum of 5% of the price of the total order.
This penalty does not substitute and nor is it deducted from any loss on the part of PT Gaze.

4. Changes in orders

4.1 PT Gaze has the right, in consultation with the other party, having regard to reasonableness and fairness, to demand changes in the nature and the volume of the goods to be delivered. The changes shall not be of such nature that the other party, as may be assumed in reason, had not entered into the contract if the changes had been known to it prior thereto.
4.2 PT Gaze is obliged to pay only for additional works ordered by it in writing. Settlement of reductions is determined in mutual consultation, unless otherwise agreed upon in writing.
4.3 The other party shall inform PT Gaze of the consequences of the changes to price and time of delivery within 14 calendar days from the written statement referred to paragraph 1. PT Gaze has the right to rescind the contract if the price and/or time of delivery specified by the other party is or are not acceptable to PT Gaze.

5. Packaging and transport

5.1 The goods shall be packed properly. The other party shall be liable for the transport risk.
5.2 All packaging materials, except for packaging materials on loan that are marked as such by the other party, will become the property of PT Gaze at the time of delivery.
5.3 PT Gaze may waive said right to acquisition of ownership and require the other party to take back the packaging materials at its expense, the costs charged for those packaging materials by the supplier being refunded.

6. Quality and warranty

6.1 The other party warrants that all goods and services supplied satisfy the specifications applicable thereto, furthermore that they have been manufactured and performed competently, are of good quality and are free of construction and manufacturing faults and defects in the material and that their performance satisfies the laws applicable in Indonesia or any other regulations issued by the public authorities, such as those prevailing in respect of health, safety, environmental protection and electromagnetic interference.
6.2 The other party undertakes to eliminate any defect that emerges in the goods and/or services supplied after delivery or completion and during a period laid down in the order or the contract, however one year minimum from the object coming into operation to or for which the delivery was provided, by means of repair, replacement or supplement for its account within the reasonable term laid down by PT Gaze when reporting the defect.
6.3 Said period is extended by the number of days for which the object to or for which the delivery was provided or the service was performed could not be used because of the defects in the goods or services delivered being eliminated.
6.4 In case of full or partial replacement of the goods or services delivered, the period referred to hereinbefore recommences for the component replaced. The other party continues to be liable for any hidden defects emerging only after expiration of said period. Full or partial replacement shall not in any case lead to PT Gaze losing any rights and entitlements which it had in respect of the goods and/or services (partially) replaced.

7. Risk

7.1 The ownership of and the risk involved in the goods to be supplied shall be transferred to PT Gaze from the time of delivery, as soon as the goods have been taken receipt of by PT Gaze at the place of delivery agreed upon, without prejudice to the second paragraph.
7.2 In case of the goods being rejected during or after delivery, the ownership and the risk shall be deemed to have remained with the other party and therefore not to have been transferred to PT Gaze at any time.

8. Payment and invoicing

8.1 Unless explicitly otherwise agreed upon, payment shall be effected after 60 days from receipt of the invoice, provided that the delivery was approved, all documents pertaining thereto were received by PT Gaze and the invoice satisfies the requirements made thereto in this article. PT Gaze has the right to suspend payment in full or in part until the other party has complied with all its obligations.
8.2 In each payment PT Gaze has the right to deduct the amounts receivable by PT Gaze from the other party at that time from the amount payable by it to the other party. All rights of the other party to claim amounts receivable from PT Gaze shall lapse after expiration of one year from the day following the day on which the amount receivable fell due or the other party became aware of the amount receivable.
8.3 The other party is obliged to state PT Gaze’s order number (PO number) as well as the invoice date, invoice address, name of the person granting the order as well as his department code and (if applicable) the product number with a specification of the quantity on the invoice and accompanying documents. If one or more or any other relevant details have not been specified, the obligation to pay shall be suspended until the details referred to have been specified. The other party shall be notified of said details having been omitted in the invoice as soon as possible.
8.4 If the invoice concerns activities performed, it should also be accompanied by a so-called time sheet evidencing which persons were allocated to the relevant activities/services on which days and for how many hours a day.
8.5 Payment for the delivery shall not release the other party from any warranty and/or liability as arising from the contract entered into between parties.

9. Liability

9.1 The other party, in connection with the goods supplied by it, shall be liable for any (further damage and/or loss, including consequential damage and/or loss, and shall be obliged to compensate PT Gaze for business interruption, loss of profits, any judicial and extrajudicial expenses, loss resulting from claims of third parties on PT Gaze or any other damage and/or loss whatsoever. This liability also extends to natural and/or legal persons performing activities for or at PT Gaze as well as any third parties with which PT Gaze has taken on commitments.
9.2 The other party shall indemnify PT Gaze against any claims of third parties for compensation of any damage and/or loss related to the goods and/or services supplied by the other party to PT Gaze. The other party shall reimburse PT Gaze for all reasonable expenses incurred by PT Gaze in connection with a claim of any third party or parties.
9.3 The other party shall take out an adequate Insurance against liability as referred to in this article and, if so desired, shall allow PT Gaze to inspect the relevant policies.

10. Non-disclosure

10.1 The other party is required not to disclose any business details of PT Gaze with which it became acquainted on account of its relationship with PT Gaze to any third parties.

11. Intellectual property

11.1 The other party guarantees that the goods and accessories purchased as well as the services provided and anything accompanying them or resulting from them are free of any special encumbrances and restrictions, such as for example patent rights, trademark rights, model rights, copyrights or any other rights of third parties.
11.2 The other party shall indemnify PT Gaze against any claims of third parties that may be related to any infringement of the rights listed in paragraph 1 by the other party and shall compensate PT Gaze for any loss resulting therefrom.
11.3 If the performance delivered consists of providing services, the other party shall explicitly transfer the intellectual property right to PT Gaze and perform any (legal) acts required thereto, to such extent as necessary, at PT Gaze’s first request.

12. Transfer

12.1 The other party shall transfer its rights and obligations arising from the contract neither in full nor in part to any third parties without PT Gaze’s prior permission in writing. PT Gaze has the right to attach conditions to such permission.

13. Rescission

13.1 Without prejudice to all its other rights or claims, PT Gaze shall have the right to rescind the contract in full or in part, without any notice of default or any judicial intervention being required, by means of a statement in writing and/or to suspend obligations to pay and/or to instruct third parties to perform the contract in full or in part for the other party’s account without PT Gaze having
to provide any compensation, if:
the other party fails to comply with its obligations arising from the contract, which includes the case that it does not comply properly or in a timely manner and fails to correct such default within 7 days from receipt
of a notice of default in writing;
an application for bankruptcy has been submitted by or against the other party, the other party is declared bankrupt or, whether or not provisional, suspension of payment is granted to it;
attachment has been levied on a part of or all the other party’s assets;
13.2 If the contract has been rescinded pursuant to the provisions in the first paragraph, the other party shall repay to PT Gaze the amounts paid to it earlier, increased by the legal interest on the amounts paid from the day on which they were paid.
13.3 If the contract has been rescinded in part, the obligation to repay is applicable only to the amounts paid that are related to the rescinded part.
13.4 The rescission causes all outstanding amounts payable to PT Gaze to fall due immediately.