Contract for Chipping and Screening Project_CLEAN DRAFT.doc

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CONTRACT
This CONTRACT (hereinafter referred to as the “CONTRACT”) is made on this
day, ________________________ 2020 by and among:
1. PT _______________________, a company duly organized and existing
under the laws of the Republic of Indonesia, having its address at
__________, Indonesia. (hereinafter referred to as the: PURCHASER)
2. __________, a company duly organized and existing under the laws of
Brazil, having its address at ___________, Brazil. (hereinafter referred to
as the: SUPPLIER)
The PURCHASER and the SUPPLIER are hereinafter collectively referred to as
the “PARTIES”.:
NOW THEREFORE in consideration of the mutual premises and covenants
herein contained, the PARTIES hereby agree as follows:
Article 1: GENERAL
1.1 The purpose of this CONTRACT is the supply a Chipping and Screening
Project, according to the previously approved layout nr. 2500-5-000263-07_G
(Top view), layouts nr. 2500-5-000264-07_G & 2500-5-000514-07_G (side
views) and commercial offer nr. 13.613/07 (Rev. 17).
The PARTIES agree that all offered equipment was technically designed to
attend the revised information received from purchased.

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The submission of a Purchase Order by the PURCHASER to the SUPPLIER
shall constitute a binding CONTRACT subject to these terms and conditions set
out herein, after the signature of thePARTIES.
No variation or modification of, or substitution for, such terms and conditions
stated in this CONTRACT shall be binding, unless expressly accepted in writing
by thePARTIES.
Unless expressly stated to the contrary, the CONTRACT sets out the entire
understanding between the PURCHASER and the SUPPLIER.
Article 2: DEFINITIONS AND INTERPRETATION
2.1 Unless the context clearly requires a different meaning, the terms below
shall have the following meanings:
“CONTRACT” shall mean this agreement with the terms and conditions settled
between the PARTIES together with all the other documents mentioned and
attached thereto.
“EQUIPMENT” shall mean the subject matter of the purchase order, which the
SUPPLIER shall deliver according to the terms and conditions of this
CONTRACT.
“CONTRACT PRICE” shall mean the total CONTRACT Price as stated in the
commercial offer nr. 13.613/07 Rev 17 which shall be paid by the PURCHASER
to the SUPPLIER.
“CONFIDENTIAL INFORMATION” shall mean any information that the
PARTIES receive one from another relating to the technical or commercial
activities during the performance of this CONTRACT.
“FORCE MAJEURE” shall mean any occurrence beyond the control of either of
the PARTIES that prevents or delays, directly or indirectly, the performance of
this CONTRACT, including but not limited to:
a) Act of God, war or armed conflict, whether declared or not;
b) Civil disturbances or commotion, blockade, revolution, insurrection or
mobilization;
c) Earthquakes, explosions, floods, fires, seaquakes, typhoons, hurricanes
or other natural disasters;

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d) Impossibility of the use of railway, port, airport, navigation services or
other normal means of transportation;
e) National Strike or strike or lockout and/or other activity that interferes with
industrial performance, including embargo of freight, interruption of
customs services;
f) Public epidemics, plague, or other epidemics or quarantine;
“LOCAL” shall mean where the EQUIPMENT shall be installed in the
Indonesian territory of Kalimantan – Borneo Island;
“PARTIES” shall mean the PURCHASER and the SUPPLIER, and the
“PARTY” shall mean the PURCHASER or the SUPPLIER, whichever is
appropriate.
“PERFORMANCE TEST” shall mean the tests that seek to show that the
EQUIPMENTS are capable of meeting the “Performances Guarantees defined
in the Technical Offer nr. 13.613/07 (Rev 17). If agreed by the PARTIES, the
performances guarantees may also be certified during normal operations.
“PURCHASER” shall mean not only PT KORITINGA HUTANI, but also its
legal representative, when acting in its name acting on behalf of the
PURCHASER.
“SUPPLIER” shall mean DEMUTH MÁQUINAS INDUSTRIAIS LTDA, to whom
the Purchase Order is addressed.
“TECHNICAL AND COMMERCIAL OFFER” shall mean the Offers nr.
13.613/07 REV.17 which means the offers with sales conditions sent to the
PURCHASER by the SUPPLIER.
Article 3 : SCOPE OF THE CONTRACT
3.1 The PURCHASER hereby purchases and the SUPPLIER hereby sells and
agrees to deliver the equipment for a new Chipping and Screening Project with
Commissioning and Start-up Supervision with training at PURCHASER’ site in
the Indonesian territory of Kalimantan, Borneo Island, in accordance with the
terms and conditions of this CONTRACT and the SUPPLIER’ Technical e
Commercial Offer nr. 13.613/07 Rev. 17.

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Article 4: TIME OF DELIVERY
4.1 The SUPPLIER shall manufacture and deliver the equipment 270 (two
hundred and seventy) days counted from receipt of down payment (DP).
4.2 The delivery of the equipment shall include and be limited to the supplying
of equipment, Site Mechanical Erection follow-up, Commissioning and Start-up
Supervision with Training as specified in the Technical Offer Nº 13.313/07
REV. 17, which is attached as an integrated part of this CONTRACT.
4.3 The equipment shall be delivered on CIF Jakarta Port in Indonesia per
Incoterms 2010 (proper transporting time to be added according to vessel
availability at the delivery date period), import costs and eventual demurrages
upon arrival at destination port are under the importer account.
4.3.1 To enable more economic transporting costs, equipment will be sent
partially assembled, being the final assembling done at the LOCAL by the
PURCHASER with SUPPLIER’ supervision.
Article 5: REGULATIONS
5.1 The SUPPLIER shall provide such special invoices, packing list and similar
documents, in accordance with any applicable laws and regulations as in force
in the international market by shipping date.
Article 6: LIABILITY
6.1 In no event the PARTIES shall be liable one towards the other for special,
incidental, indirect, consequential or punitive damages, personal injury
including, but not limited to, loss of use, profits or revenue, loss by reasons of

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manufacture shut-down, the inability to operate at full capacity or increased
expense of manufacture operations.
Article 7: PERFORMANCE
7.1 Supplier shall guarantee the performance and quality values of the Delivery
in accordance with the tests procedure specified in detail in the Technical Offer
nr. 13.613/07 REV.17. If the Delivery does not meet the agreed guarantee
requirements the Supplier shall rectify the Delivery to achieve agreed
guarantees, considering that all the preconditions for the performance test have
been followed by the PURCHASER.
7.2 The Performance Test shall be made not later than 120 (hundred and
twenty) days equipment arrival date at Jakarta Port.
7.2.1 The SUPPLIER guarantees the performance of the equipment in
accordance with the Technical Offer nr. 13.613/07 REV.17. If for reasons
attributable only to the SUPPLIER the equipment does not meet the agreed
performance guarantee, the SUPPLIER shall have the right of making 02 (two)
additional adjustments on the non performing equipment being each adjustment
followed by a performance test.
7.2.2 In the case that, after these 02 (two) equipment adjustment interferences
done by the SUPPLIER, the equipment performance guaranteed are not
reached, the PURCHASER may execute the warrant bond proportionally to the
amount of the non performance. To execute the warranty bond the
PURCHASER must send a prior notice signed letter to the SUPPLIER.
7.3 if the Performance Test cannot be performed by reasons beyond the
SUPPLIER’ control within 180 (one hundred and eight) days from equipment
arrival date at Jakarta Port, than the Performance Test shall be delayed
accordingly, being the PURCHASER responsible for the extra costs incurred by
the SUPPLIER due to such delay.

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7.4 If the Performance Test cannot be performed by reasons beyond the
SUPPLIER’ control within 12 (twelve) months counted from shipping date, then
Performance Test shall be deemed accepted.
Article 8: MECHANICAL GUARANTEE
8.1 The SUPPLIER shall be liable for the manufacturing of the equipment as
working satisfactory, for either twelve (12) months from installation date or
eighteen (18) months following delivery date which ever occurs first. The
guarantee is valid against any manufacturing defects for all parts, except in
case of accidents, incorrect operations, nature actions, maintenance negligence
and improper storage. Additional guarantee terms shall be according to
Appendix I from SUPPLIER’ general supply conditions.
8.2 When technical assistance is required within the above period of
Mechanical Guarantee and the equipment presents no defect, food, travel, and
accommodation expenses will be on the PURCHASER’ account.
8.3 The Mechanical Guarantee is valid only if a technical assistant from the
SUPPLIER assists the start-up of the Delivery, and when the PURCHASER has
used only original consumable, spare parts and refurbished parts.
8.4 The SUPPLIER is not liable for faults caused by careless operation of the
equipment or for negligence of the given operating and maintenance
instructions. Neither is the SUPPLIER liable for faults attributable to insufficient
maintenance, faulty storage, erection or repairs caused by the PURCHASER,
or for normal erosion and corrosion, wear and tear of the equipment, changes
carried out without the SUPPLIER’ acceptance or faults caused by a third party.
Neither the PURCHASER is liable for faults attributable for the use of
consumable and spare parts not supplied by the SUPPLIER and if start up is
not supervised by an authorized technician from the SUPPLIER.

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Article 9: CONTRACT PRICE AND PAYMENT TERMS
9.1 The CONTRACT Price is R$ ( ) and it shall remain fixed and not subject
to escalation, unless it is postponed for more the one year period for reasons
attributable to the PURCHASER, then it will be readjusted according to the
Steel price positive variation and the Brazilian Labour positive variation. .
To attend legal Brazilian demands, each payment parcel must be done through
exchangeable currency. Therefore, the amount in Brazilian currency (R$)
for each parcel payment must be exchanged to US dollars by the client,
according to the active exchange rate at the order confirmation date, per offered
rate daily published at the Brazilian Central bank site
(http://www4.bcb.gov.br/pec/taxas/ingl/taxnpesq.asp?id=quotations&id=quotatio
ns).
9.1.2 The CONTRACT Price includes the cost to the SUPPLIER of carrying out
all of his obligations under the CONTRACT.
9.1.3 If any international, national, regional or municipal tributary laws incurred
over equipment or services prices suffer adjustments or new taxes are created
until delivery date, the prices shall be corrected according to the new legislation
being the price difference charged from PURCHASER.
9.2PAYMENT TERMS:
The PURCHASER shall pay the CONTRACT Price in the following order:
 30 % (thirty per cent) of the total CONTRACT price as advanced down
payment via TT within 15 days of signing the CONTRACT (to confirm the
order);
 70% (seventy per cent) of the total CONTRACT price against a
presentation of a first line irrevocable Letter of Credit, confirmed by a first
class bank, with payment at sight against the advice of shipment
readiness and the presentation of 5% (five per cent) performance
warranty bond, to be issued by the SUPPLIER in the name of the

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PURCHASER within 30 (thirty) days prior delivery date, with validity from
twelve months counted from delivery date. The Letter of Credit shall be
issued by the PURCHASER within 45 (forty five) day time period counted
from order confirmation date, being issuing, intermediate, reimbursing
and confirmation bank charges with letter of credit will under
PURCHASER’ account.
Article 10: INDUSTRIAL PROPERTY RIGHTS
10.1 The SUPPLIER warrants that equipment supplied to the PURCHASER
under this CONTRACT not infringes any patent, design copyright, trademark,
utility model, or other protected third party rights.
10.2 The PURCHASER shall promptly notify the SUPPLIER in writing of its
receipt of any claim or allegation of any aforesaid infringement or any right suit
or other notification of any action due to alleged infringement.
10.3 The SUPPLIER shall in the manner the SUPPLIER deems appropriate
hold harmless and indemnify the PURCHASER from and against all claims and
proceedings for and on account of infringement of patent, design, copyright,
utility model or any other protected third party rights relating to the equipment or
their manufacture and from and against all claims, demands, proceedings,
damages, costs, charges and expenses whatsoever in regard thereof or in
relation thereto.
10.4 The SUPPLIER shall defend or settle any suit or proceeding brought
against the PURCHASER to the extent that it is based on a claim that the
equipment delivered there under infringes any existing patent, design copyright,
trade mark, utility model or other protected third party rights.
10.5 The SUPPLIER shall pay all damages and costs awarded therein against
the PURCHASER’ reasonable legal fees court and other related expenses, but
the SUPPLIER shall not be responsible for any compromise settlement incurred
by the PURCHASER without the SELLER’ prior written consent.
10.6 If the equipment are subject of a claim for such infringement, or in case of
any such product in such suit is held to constitute infringement and the use of
the equipment or any part thereof is enjoined, the SUPPLIER may at its
expense and option either:
a) Procure for the PURCHASER rights to continue using the infringing part
of the equipment;
b) Replace the infringing equipment with a non-infringing part;
c) Modify the infringing part of the machine so that it becomes non-
infringing;

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10.7 The SELLER shall have no responsibility whatsoever to the PURCHASER
respecting infringement due to the fact that the equipment has not been used
according to the design or otherwise in contradiction with this CONTRACT, or
by alteration or addition to the equipment made by the PURCHASER or made
to the PURCHASER’ design or specification.
Article 11: FORCE MAJEURE
11.1 If the performance of any obligation on the part of the SUPPLIER should
be prevented or delayed by any event which constitutes “Force Majeure” (such
as weather, strikes, lockouts, boycotts and any action of public authorities not
provoked by either party to this CONTRACT, war-like actions, civil commotion’s,
riots, embargoes, revolutions, floods, earthquakes, fire and explosions) or any
other corresponding event beyond Seller’s reasonable control, then the
SUPPLIER’ obligations, to perform shall be suspended for as long as the said
circumstances continue to exist or for the period of any delay occasioned
thereby, and the time for the fulfillment of the obligations shall be
correspondingly extended. Shipping and transport delays due to storms,
accidents and factors where SUPPLIER have no managements are considered
“Force Majeure”.
11.1.1 The SUPPLIER shall make every effort to minimize the effect of any
event, which constitutes “Force Majeure”.
11.2 If the SUPPLIER wishes to claim that delivery of the equipment has been
delayed by reason of “Force Majeure”, such a claim will not be recognized
unless the SUPPLIER notifies the PURCHASER in writing within a reasonable
period of both the commencement and termination of the event claimed to
constitute “Force Majeure”.
11.3 If any event, which constitutes “Force Majeure”, continues for a period
exceeding 06 (six) months, then both the PURCHASER and the SUPPLIER
shall have the right to terminate the CONTRACT by giving written notice to the
other party.
Article 12: INVALIDITY
12.1 The omission by either PARTY to require the strict execution of the terms
or conditions of this CONTRACT shall not constitute a waiver or renunciation of
its rights, which shall remain valid and in force.

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Article 13: TERMINATION
13.1 In the event that:
a) Either one of the PARTIES shall terminate this CONTRACT in case of
declaration of insolvency, bankruptcy, judicial recovery, judicial or extra-judicial
liquidation of the other PARTY, as from the moment it is applied for, ratified or
decreed, or if the PARTY makes any composition or arrangement with its
creditors, or makes any adjudication for the benefit of its creditors in
contradiction to or inconsistent with the terms of this CONTRACT, or otherwise
ceases or is compelled to cease the operation of its business.
b) Either one of the PARTIES has incurred termination under “Force Majeure”
then the injured PARTY may by further notice in writing to the other PARTY
terminate the CONTRACT, such termination to take effect 14 (fourteen) days
following the giving of the notice.
c) In the event that the PURCHASER terminates this CONTRACT without a
cause it shall pay all the costs incurred by the SUPPLIER up to the moment of
the termination plus a reasonable compensation of 30% (thirty per cent) of the
above-mentioned costs.
Article 14: ASSIGNMENT
14.1 None of the PARTIES is entitled to assign the CONTRACT without the
prior written consent of the other PARTY.
Article 15: ALTERATIONS AND CHANGES
15.1 If mutually agreed, the SUPPLIER shall carry out modification of the
equipment required by the PURCHASER not affecting the price, time of delivery
or performance of the equipment.
Article 16: SETTLEMENT OF DISPUTES
16.1 Any disputes arising out of this CONTRACT that the PARTIES are unable
to resolve amicably in a 30 day period following notice of the existence of a
dispute, shall be submitted to arbitration by three arbitrators in accordance with

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the Rules on Conciliation and Arbitration by the International Chamber of
Commerce. The arbitral proceedings place shall be accorded by the PARTIES
and shall be held in the English language. The decision of the arbitral board
shall be full and final and the costs shall be borne in accordance with the
decision of the arbitral board. The decision must be based on the law and not
on equity.
Article 17: RELATION BETWEEN THE PARTIES
17.1 The relationship established in this CONTRACT, is a relationship between
independent and separate legal entities, with no labor subordination of any kind
one to another, as well as any other responsibility arriving from its business.
Article 18: CONFIDENTIALITY
18.1 Both PARTIES agree to treat as confidential the contents of this
CONTRACT as well as any technical and financial information received from
the other PARTY and to keep the information confidential, and not to disclose
any details thereof to any third parties or to publish them unless otherwise
agreed in writing. The confidentiality obligation shall remain in force in the event
that this CONTRACT is terminated.
_________, Brazil, ___________-2020.
PT________________
Purchaser
__________________ LTDA
Supplier
Witnesses :
1.
2.