Contract for Supply of Raw Materials

#law #english #legal #Indonesia

#legal #english

This Contract is made and entered into on this 1st day of January, 2023, by and between:

PT. Maju Terus, a corporation organized and existing under the laws of Indonesia, with its principal place of business at Jl. Sudirman No. 45, Jakarta, Indonesia ("Buyer"), and

CV. Sumber Berkah, a corporation organized and existing under the laws of Indonesia, with its principal place of business at Jl. Ahmad Yani No. 23, Surabaya, Indonesia ("Supplier").

RECITALS

WHEREAS, the Buyer is engaged in the manufacturing business and requires a steady supply of aluminum for its production process; and

WHEREAS, the Supplier agrees to supply aluminum to the Buyer under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. Definitions and Interpretation

1.1 Definitions. In this Contract:

1.2 Interpretation. Headings are for convenience only and do not affect interpretation. Words imparting the singular include the plural and vice versa.

2. Scope of Supply

2.1 The Supplier agrees to supply, and the Buyer agrees to purchase, 100 tons of aluminum each month.

2.2 The deliveries shall be made to the Buyer’s manufacturing facility located at Jl. Industri No. 12, Jakarta, Indonesia, no later than the 10th day of each month.

3. Contract Duration and Termination

3.1 This Contract shall commence on the date first written above and continue for a period of three (3) years unless terminated earlier in accordance with the provisions of this Contract.

3.2 Either party may terminate this Contract upon thirty (30) days written notice if the other party commits a material breach of any term of this Contract and fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach.

3.3 The Buyer may terminate this Contract with immediate effect if the Supplier fails to deliver the aluminum within thirty (30) days of the due date for three (3) consecutive months.

4. Payment and Price Adjustments

4.1 The Buyer shall pay the Supplier IDR 50,000,000 per ton of aluminum delivered.

4.2 Payment shall be made within thirty (30) days of the receipt of the Supplier’s invoice by the Buyer.

4.3 In case of any adjustment in price, both parties shall negotiate in good faith to agree upon the new price terms.

4.4 If there is a significant increase in the cost of raw materials or transportation, the Supplier may request a price adjustment, provided that such request is supported by reasonable documentation.

5. Obligations and Responsibilities of the Parties

5.1 The Supplier shall ensure the quality and specifications of the aluminum comply with the standards agreed upon by both parties.

5.2 The Supplier shall obtain and maintain all necessary licenses, permissions, and consents required to perform its obligations under this Contract.

5.3 The Buyer shall provide access to its premises for the delivery of aluminum as necessary and shall promptly inspect all deliveries to confirm compliance with this Contract.

5.4 If the Buyer identifies any defects or non-compliance in the delivered aluminum, it shall notify the Supplier within five (5) days of delivery. The Supplier shall, at its own cost, rectify the defects or replace the non-compliant aluminum within ten (10) days of receiving such notice.

6. Force Majeure

6.1 Neither party shall be liable for any failure or delay in performing its obligations under this Contract if such failure or delay is due to Force Majeure.

6.2 The party affected by Force Majeure shall notify the other party within five (5) days of the occurrence of such event and shall use all reasonable endeavors to mitigate the effects of the Force Majeure event.

6.3 If a Force Majeure event continues for a period of more than three (3) months, either party may terminate this Contract by giving thirty (30) days written notice to the other party.

7. Late Delivery Penalties

7.1 In the event of Late Delivery, the Supplier shall pay the Buyer a penalty of 1% of the invoice amount for each day of delay, up to a maximum of 30% of the invoice amount.

7.2 If Late Delivery occurs for three (3) consecutive months, the Buyer may terminate this Contract with immediate effect.

8. Confidentiality

8.1 Both parties agree to keep confidential and not to disclose to any third party any Confidential Information obtained from the other party in connection with this Contract.

8.2 This obligation of confidentiality shall survive the termination or expiry of this Contract for a period of five (5) years.

9. Warranties and Indemnities

9.1 The Supplier warrants that the aluminum supplied under this Contract shall be of satisfactory quality and fit for the purpose for which it is intended.

9.2 The Supplier shall indemnify and hold harmless the Buyer from and against any and all claims, damages, losses, and expenses arising out of or in connection with the Supplier’s breach of this Contract or any negligent act or omission by the Supplier.

10. Limitation of Liability

10.1 Except for liability arising from death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, neither party shall be liable to the other for any indirect, special, or consequential loss or damage arising out of or in connection with this Contract.

10.2 The total liability of either party to the other in respect of any claims arising out of or in connection with this Contract shall not exceed the total amount paid or payable under this Contract.

11. Dispute Resolution

11.1 Any disputes arising out of or in connection with this Contract shall first be attempted to be resolved through mediation.

11.2 If mediation fails, the dispute shall be referred to and finally resolved by arbitration under the rules of the Indonesian National Board of Arbitration (BANI).

11.3 The seat of arbitration shall be Jakarta, Indonesia, and the language of arbitration shall be English.

12. Governing Law and Jurisdiction

12.1 This Contract shall be governed by and construed in accordance with the laws of Indonesia.

12.2 The parties submit to the exclusive jurisdiction of the courts of Jakarta, Indonesia, for any dispute or claim arising out of or in connection with this Contract.

13. Entire Agreement

13.1 This Contract constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations, and discussions between the parties relating to its subject matter.

13.2 Any amendment or modification to this Contract must be in writing and signed by both parties.

14. Severability

14.1 If any provision of this Contract is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.2 The parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the intended purpose of the original provision.

15. Notices

15.1 Any notice required or permitted to be given under this Contract shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered mail, courier, or email to the addresses specified above.

15.2 Notices shall be deemed received on the date of delivery if delivered personally, on the third business day after mailing if sent by registered mail or courier, and on the next business day after transmission if sent by email.

IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written.

PT. Maju Terus

By: ___________________________
Name: Budi Santoso
Title: CEO
Address: Jl. Sudirman No. 45, Jakarta, Indonesia

CV. Sumber Berkah

By: ___________________________
Name: Ahmad Fadli
Title: Managing Director
Address: Jl. Ahmad Yani No. 23, Surabaya, Indonesia

This contract includes detailed addresses and names for clarity and comprehensiveness.