1. Applicability, general
1.1 These terms of contract are applicable to all quotations, offers and agreements closed between PT Gaze as executor and third parties as constituent in implementation of any performed judicial- and factual operations.
1.2 Our understanding of constituent is: The contracting party working with PT Gaze regarding the acts mentioned in paragraph 1.1
1.3 The applicability of the constituent’s terms of contract is explicitly excluded.
1.4 Deviation of PT Gaze’s terms of contract is only possible with written permission of an authorized PT Gaze employee.
2. Coming about agreement
2.1 All quotations and offers are without engagement irrespective of the form in which they are produced. They can be revoked until five days after acceptance.
2.2 Agreements between PT Gaze and third parties are realized because quotations are accepted within a reasonable timeframe through a written agreement from constituents, or there is no quotation and a constituent comes to agreement with PT Gaze over a written assignment.
2.3 Deviations on quotations and offers as well as additional agreements are only binding for PT Gaze in case of a written agreement.
2.4 All prices mentioned by PT Gaze are excluding VAT and focused on the situation as it is during mentioning. In case of an afterwards entered raise in cost price factors, PT Gaze is entitled to raise the original price accordingly.
2.5 As long as the constituent has not stated the requested certainty, PT Gaze is entitled to suspend her activities, this notwithstanding in regard to suspension and dissolution of the agreement resulting from PT Gaze’s law of General Agreements.
3.1 Unless otherwise arranged the constituent is bound to pay the invoices sent to him within 14 days. If the constituent neglects to pay the invoices he is declared liable without need of a summation or proof of default.
3.2 PT Gaze is entitled to desire sufficient certainty from the constituent’s compliance of obligations before starting the assignment and in every following phase in the work process.
3.3 In case of default PT Gaze is, notwithstanding her right to payment, entitled to suspend or end her activities.
3.4 PT Gaze is not bound to start or commence production of the agreement or until the in paragraph 3.2 mentioned advance payment is done.
3.5 If the installment is exceeded the constituent owes PT Gaze a contractual interest of 1% a month or part of the month, as well as extrajudicial collection costs which are set at 15% of the remaining quotation with a minimum of € 250.-.
3.6 The constituent abandons his right to settlement of any requisitions. Therefore the constituent can never resort to a settlement of his commitments to PT Gaze or withdraw from outstanding payments.
3.7 If delivery or activities are carried out in phases PT Gaze can separately charge these partial activities and/ or deliveries to the constituent.
3.8 Every payment from the constituent focuses primarily on payment of all interests and costs due and is deducted on the oldest outstanding invoices.
4.1 If the constituent does not come up to the mark of his obligations as agreed with PT Gaze, PT Gaze has, a notwithstanding right to damages including judicial and extrajudicial costs and the right to dissolve the agreement through a single written announcement without proof of default.
4.2 PT Gaze also has, similar to what is mentioned under paragraph 4.1, the right to dissolve the agreement with the constituent if:
– the constituent applies for a suspension of payment or this is already granted to the constituent;
– the constituent is declared bankrupt or is applying for bankruptcy;
– the constituent wholly or partially transfers, liquidates or stops (parts of) his venture;
– the constituents business(es) are under execution.
4.3 If PT Gaze decides on dissolving a closed agreement with the constituent, her requisitions multiplied with interest, damages and costs are directly and fully claimable.
5.1 The stated delivery times or terms, in which certain activities should be performed by PT Gaze, will never be looked at as fatal terms, unless there is an explicit written agreement.
5.2 In case of untimely delivery or performance of agreed activities PT Gaze should be given proof of default. Except if PT Gaze stays in exhortation in case of superior power, and keeps proof of default, than the constituent can dissolve the agreement without PT Gaze being liable for damages. These things exclude intention or comparable gross debt of PT Gaze.
6.1 In reference to the agreement with the constituent, PT Gaze can only be held accountable for direct damages up to the maximum amount of the agreed upon price for activities.
PT Gaze is not accountable for loss of profits, business interruption, derivate damages and other financial disadvantages, irrespective of their origin, alike intelligible damage caused by incorrect advice and damages through delay.
6.2 PT Gaze is entitled to make use of third parties during the execution of the agreement whether or not these parties are subcontractors. As far as these third parties are conducting activities belonging to PT Gaze’s core business, PT Gaze will vouch for these third parties as for her own employees.
6.3 The constituent is obliged to guard PT Gaze from approachability from third parties connected to this agreement.
6.4 PT Gaze can hold the constituent accountable for damages by virtue of the agreement upon activities trusted to PT Gaze and for equipment trusted to PT Gaze by the constituent. Furthermore PT Gaze can hold the constituent accountable for providing incorrect or belated instructions and untimely availability of affairs at the agreed upon time and fault or negligence in general, from the constituents subordinates and/ or commanded third parties.
7. Intellectual property
7.1 All rights on the intellectual property relevant to all that PT Gaze produces for the constituent belongs to PT Gaze, unless the contrary is explicitly put in writing.
7.2 The constituent merely has derivate user rights relevant in pursuance of what is agreed upon, as far as this is explicitly granted by PT Gaze. These user rights will be granted to the constituent in a deed consigned for that purpose. Granted user rights are not subsequently transferable, unless there is an explicit written agreement.
7.3 Indications applied on goods by PT Gaze in regard to intellectual property, know-how or a duty of confidentiality can not be removed by the constituent.
7.4 PT Gaze is entitled to name the constituent in advertising statements, or work performed by him in corporate presentations or promotions.
7.5 The constituent and guarantees that, in virtue of the agreement, there will be no intrusion on any intellectual property rights of third parties and will guard the assignment taker from liability.
8. Property reservation
8.1 The proprietary rights of goods delivered by PT Gaze are transferred to the constituent after the constituent has settled all financial obligations, including those in virtue of previous transactions.
8.2 Licenses and user rights provided to the constituent by PT Gaze come into effect after the above mentioned is fully paid for. One can only derive rights from the earlier mentioned licenses and user rights when all that is stated settled under paragraph 8.1 is satisfactory.
8.3 If the by PT Gaze requested to the constituent distributed drawings, models, tender material or other goods remain property of PT Gaze at all times and should be returned immediately to her on a for that purpose made request unless otherwise agreed and the holder owes PT Gaze the fixed value.
9. Remaining obligations constituent
9.1 The constituent will provide PT Gaze with all necessary cooperation considering all arranged activities, such as providing accurate and complete information, putting competent employees at her disposal, offering adequate workspace, good equipment and materials.
9.2 The constituent and PT Gaze will comply with complete correlative secrecy regarding all information and know-how PT Gaze puts at disposal concerning the execution of the agreement.
10.1 Immediately after completion of the activities conducted by PT Gaze the constituent should check the results of the additional business dealings, also when PT Gaze should still conduct other activities. Possible complaints should be put in writing and addressed to PT Gaze within five days after completion of activities conducted by PT Gaze. If notice is given outside of this timeframe activities are esteemed at a satisfactory level.
10.2 Complaints do not delay the constituent’s obligatory payments. PT Gaze remains entitled to deliver an alternative form of service within a reasonable timeframe after mentioning of a complaint without entitling dissolution of the agreement to the contracting party.
11. Superior power
11.1 The following situations will be considered as conditions of superior power: a strike within the PT Gaze organization; untimely or inferior delivery by third parties summoned by PT Gaze or the constituent concerning the agreement; a strike at the suppliers company and third parties; fire; water damage; storm damages; war; earthquakes; floods; havoc; theft and every situation in general in which PT Gaze, outside of her responsibility, is not able to answer to her obligations.
11.2 In case of superior power PT Gaze is not bound to the agreed upon delivery terms.
11.3 In case of superior power the constituent is not entitled to dissolve the agreement.
11.4 If a situation of superior power lasts over two months both parties are relieved of their obligations. In this case PT Gaze can claim payment for activities executed before the situation of superior power. In such cases PT Gaze is not liable for damages towards the constituent or third parties.
12. Applicable law and authorized judge
12.1 Indonesian law is in effect on the agreement closed between PT Gaze and the constituent.
12.2 In case of dispute the judge in the Jakarta district is authorized.