Warehouse contract- CLEAN DRAFT (1).doc

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WAREHOUSING OF ............. AGREEMENT
This Warehousing of ............. Agreement (hereinafter referred to as the “Agreement”) is made on
...................... by and between:
1. PT. _______________, a limited liability company duly established and existing under the laws of
the Republic of Indonesia, having its address at ........................................................................
(hereinafter referred to as the “‘ ABC ‘”); and
2. _______________ Ltd., a limited liability company duly established and existing under the laws of
............., having its address at ...................................................................... (hereinafter referred to
as the “‘ XYZ ‘”).
‘ ABC ‘ and ‘ XYZ ‘ collectively referred to as the “Parties” and separately can be referred to as the
“Party”
WITNESSETH
(A). WHEREAS, ‘ ABC ‘ is a regular supplier of ................ of specified specification (“..............”), on
Cost & Freight (“CNF”) terms, to ‘ XYZ ‘. On a quarterly basis, ‘ XYZ ‘ will invite quotations from its
various regular suppliers of ............. for the quarterly supply of ............. (“Quarterly Supply”)
and ‘ ABC ‘ being one of the regular suppliers would quote a price for the Quarterly Supply to ‘
XYZ ‘ (“Quarterly Price”).
(B). WHEREAS, ‘ XYZ ‘ will normally purchase ............. from ‘ ABC ‘ and may request ‘ ABC ‘ to provide
the storage facilities (“Services”) to store some or all the ............. purchase in the quarter in the
warehouse facility owned by ‘ ABC ‘ and situated in .................................... within ‘ ABC ‘
manufacturing facility (“‘ ABC ‘’s Warehouse”) subject to the terms and conditions in this
Agreement.
NOW THEREFORE, in consideration of the mutual premises and covenants herein contained, the Parties
hereby agree as follows:
1. Services
1.1 ‘ ABC ‘ is agrees to provide the Services to ‘ XYZ ‘ and ‘ XYZ ‘ is agrees to accept the Services
to store the quantity of ............. purchased at the price mutually agreed at each meeting for
supply negotiations held quarterly (the “Quarterly Supply”). ‘ XYZ ‘ shall issue a purchase
order to ‘ ABC ‘ and shall either state in the purchase order or a separate written request at a
later date, the quantity of the ............. required of the Services, at least fourteen (14) days
prior to the storage date.
1.2 Upon receipt of the purchase order and request for the Services, ‘ ABC ‘ shall confirm in
writing to ‘ XYZ ‘, either to accept or to reject the request for the Services. Upon acceptance
of the said Services by ‘ ABC ‘, the Parties agree that each accepted Services shall be
contractually binding on the Parties.

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1.3 The Parties agree that each request for the Services shall be for a minimum period of one (1)
month or such period as the Parties may mutually agree in writing. ‘ XYZ ‘ shall be liable to
pay for the Services at a minimum of 500 metric tons (“mt”) per month even if the tonnage
actually stored in ‘ ABC ‘’s Warehouse is less than 500mt at any time or times during such
period. However, if the NewsPrint actually stored is more than 500mt, ‘ XYZ ‘ shall be liable to
pay for the Services provided based on the actual tonnage stored.
1.4 For clarity purposes, append herewith the elaboration of the procedures of the request for
the Services:-
‘ XYZ ‘ will submit a written request at least fourteen (14) days prior to the storage date on
tonnage and duration for storage. ‘ ABC ‘ will confirm within seven (7) days availability of the
Services. The tonnage to be stored will be based on the build plan that was submitted at the
beginning of the Quarter.
2. Withdrawal from Storage and Delivery of the NewsPrint
2.1 ‘ XYZ ‘ shall provide a prior written notice of at least fourteen (14) days to ‘ ABC ‘ if they wish
to withdraw the NewsPrint from ‘ ABC ‘’s Warehouse (“Withdrawal Notice”) subject always
to ‘ ABC ‘’s consent to the delivery plan. ‘ XYZ ‘ shall state in the Withdrawal Notice, the
quantity of the NewsPrint it wishes to withdraw.
2.2 Delivery of the NewsPrint to ‘ XYZ ‘ will be based on shipment schedule on CNF basis. CNF
means Cost and Freight to ............. Port. This will be similar to current shipment arrangement
and no additional cost will be charge to ‘ XYZ ‘.
2.3 ‘ ABC ‘ will deliver the quantity of NewsPrint stored in ‘ ABC ‘’s Warehouse as stated in the
Withdrawal Notice in accordance with the mutually agreed delivery schedule. The delivery of
these NewsPrint shall be in addition to, and separate from, the delivery schedule of the
Quarterly Supply that is already scheduled to be delivered to ‘ XYZ ‘’s warehouse.
2.4 ‘ ABC ‘ will use its best effort to ensure that storage and handling of NewsPrint in the ‘ ABC ‘’s
Warehouse will, at least satisfy the ‘ XYZ ‘ “Storage and Handling of .............” procedures and,
unless if any force majeure condition as stipulated in Article 10 hereof happens, ‘ ABC ‘ shall
be liable in accordance with Clause 9 hereof, in the event of any damage to the NewsPrint
due to wilful default or negligent handling by ‘ ABC ‘. ‘ ABC ‘ also agrees that the NewsPrint
that is delivered to the ‘ XYZ ‘’s warehouse in ............. will be subject to the same incoming
quality check as NewsPrint that is delivered directly to ‘ XYZ ‘ from the ‘ ABC ‘’s Warehouse.
2.5 ‘ XYZ ‘ reserves the right to reject any delivery of any NewsPrint and claim such damages
where the NewsPrint delivered fails to satisfy the technical specifications for quality of
............. that the Parties had mutually agreed.
3. Storage Charges and Terms of Payment of the NewsPrint
3.1 It is agreed that the storage charges for the Services is based on the actual quantity of the
NewsPrint at the beginning of the following calendar month subject to minimum storage
charges of 500 mt per month. The storage charges is fixed at US$3/mt (three United State

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Dollars per metric ton) per month (“Storage Charges”) and no other cost or charge will be
levied on ‘ XYZ ‘ over those NewsPrint that are stored in ‘ ABC ‘’s Warehouse.
3.2 The Storage Charges shall be invoiced separately from the NewsPrint. For the avoidance of
doubt, there will be no pro-rating of the Storage Charges. As an illustration, if storage starts
in the middle of a calendar month, invoicing will only be based on the opening stock of the
NewsPrint on the first (1st
) day of the following calendar month and shall be calculated for
the period starting from that first (1st
) day and not before.
3.3 Whereas, invoicing of the NewsPrint will be done separately upon the NewsPrint being
transferred to the ‘ ABC ‘’s Warehouse.
3.4 All payment in respect of the Storage Charges shall be made by ‘ XYZ ‘ to ‘ ABC ‘ within
fourteen (14) days from the invoice date, through T/T mechanism to the following account:
Bank Name : .................................
Branch : .................................
Account Number : .................................
Account Owner : .................................
3.5. The Parties agree that there shall be no change to the payment terms in respect of the
NewsPrint cost.
3.6. All taxes arising from the Service and/or Storage Charges shall be borne by each respective
Party.
4. Duration and Termination
4.1 Subject to the termination provisions herein, this Agreement shall commence on ............ for
an initial period of Two (2) years and, unless if either Party gives a notice of termination in
writing to the other Party three (3) months prior to the expiration date of this Agreement,
the Agreement shall be automatically renewed for further period of two (2) years.
4.2 Either Party may terminate this Agreement by giving the other Party three (3) months’ prior
written notice.
4.3 Notwithstanding Clause 4.2, either Party shall be entitled to terminate this Agreement by
written notice to the other Party if:-
(a) the other Party commits any breach of any of the terms of this Agreement and, in the
case of a breach capable of remedy, fails to remedy the same within seven (7) days after
receipt of a written notice giving full particulars of the breach and requiring it to be
remedied; or
(b) the other Party enters into liquidation whether compulsorily or voluntarily otherwise
than for the purposes of amalgamation, reconstruction, merger or consolidation where
such Party is the surviving party; or compounds with its creditors; or has a receiver
appointed for all or any part of its assets: or takes or suffers any similar actions in
consequence of debt; or where that other Party becomes insolvent or enters into any

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arrangement with its creditors or takes or suffers any similar actions in consequence of
debt.
4.4 Termination of this Agreement shall not affect any rights and obligations that may have
accrued to either Party as at the date of termination whereupon:-
(a) Save for any defaults by ‘ ABC ‘, ‘ XYZ ‘ shall be liable to pay all amounts and payments
due and payable, including the payment for the NewsPrint and storage charges of the
NewsPrint stated in Clause 4.4(b) below, in accordance with the Terms of Payment
above;
(b) Save for any defaults by ‘ ABC ‘, ‘ XYZ ‘ shall be obliged to complete the purchase and
take delivery of all the NewsPrint ordered as stated in the purchase order issued by ‘ XYZ
‘ and accepted by ‘ ABC ‘ prior to the date of termination; and
(c) ‘ XYZ ‘ shall be obliged to withdraw the NewsPrint within the agreed withdrawal period,
provided that, the Parties shall immediately enter into negotiation in good faith to
determine the withdrawal period for ‘ XYZ ‘ to withdraw the said NewsPrint and
provided further that if no agreement is reached upon expiry of seven (7) days from the
date of termination, ‘ XYZ ‘ shall withdraw the NewsPrint within three (3) months from
the date of termination. In the event ‘ XYZ ‘ fails to withdraw the NewsPrint within the
agreed withdrawal period, ‘ ABC ‘’s liability under Clause 9 shall cease and the risk of the
NewsPrint shall forthwith pass to ‘ XYZ ‘.
For the avoidance of doubt, the Storage Charges shall continue to accrue until all the
NewsPrint has been withdrawn from ‘ ABC ‘’s Warehouse and ‘ XYZ ‘ undertake to settle the
last Storage Charges to ‘ ABC ‘ on the last withdrawal of the NewsPrint.
5. Exclusion of Liability
Neither Party shall be liable to the other Party for any loss of profits, loss of market share, savings,
goodwill, or any type of special, exemplary, incidental, indirect or consequential loss or damage
howsoever arising whether or not it had been advised of the same.
6. Ownership, Risk and Insurance
6.1 Legal and beneficial ownership of, or property in, the ............. shall pass to ‘ XYZ ‘ upon full
payment of the agreed NewsPrint price. However, the risk in relation to the NewsPrint shall
pass to ‘ XYZ ‘ only upon delivery of the NewsPrint to ‘ XYZ ‘’s warehouse in ............. subject
always to Clauses 2.4 and 4.4 hereof.
6.2 The NewsPrint are insured under ‘ ABC ‘’s industrial all risk that covers fire, burglary and
perils such as aircraft damage, earthquake, volcanic eruption, storm and tempest, flood,
explosion, bursting and overflowing of water tanks or pipes, riot, strike, bush fire, damage by
falling trees, sprinkler leakage, impact damage caused by vehicle and theft only.
6.3 Unless if any force majeure condition as stipulated in Article 10 hereof happens, ‘ ABC ‘
undertakes to compensate ‘ XYZ ‘ in relation to the damaged or lost NewsPrint provided that
‘ XYZ ‘ shall submit their claim with documentary proof in relation to the damaged or lost
NewsPrint within two (2) months from the date of occurrence and ‘ ABC ‘ shall compensate ‘
XYZ ‘ in accordance with the provisions under Clause 9 hereof within thirty (30) days from ‘
XYZ ‘’s claim.

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7. No Lien
7.1 ‘ ABC ‘ undertakes that once ‘ XYZ ‘ has paid for the NewsPrint and the Storage Charges in
question ‘ ABC ‘ shall not under any circumstance deal with or allow any third party to deal
with the NewsPrint in ‘ ABC ‘’s Warehouse as if it was the owner of, or had any right in, the
.................
7.2 ‘ ABC ‘ waives all rights to any lien that it may have, whether or not created by law, on the
said ................. stored with ‘ ABC ‘’s Warehouse.
8. Audit at ‘ ABC ‘’s Warehouse
‘ XYZ ‘ may perform an audit at ‘ ABC ‘‘s Warehouse upon ‘ XYZ ‘ giving seven (7) days prior notice to
verify the quantity of the NewsPrint stored in ‘ ABC ‘’s Warehouse. In the event that the quantity is
insufficient, ‘ XYZ ‘ shall immediately report to ‘ ABC ‘. Upon verification by ‘ ABC ‘ that the quantity
of the NewsPrint is inaccurate, ‘ ABC ‘ shall use best endeavours to rectify the quantity of the
NewsPrint at the soonest possible basis.
9. Limitation of Liability
The Parties hereby agree that ‘ ABC ‘’s liability under this Agreement howsoever arising shall be
limited to the following and ‘ ABC ‘ shall be entitled to elect either to:-
(a) replace the affected NewsPrint; or
(b) refund the price of the affected NewsPrint paid by ‘ XYZ ‘ to ‘ ABC ‘.
10. Force Majeure
10.1. Delay in or total or partial failure of performance of either Party hereto shall not constitutes
default, suspension or termination hereunder or serve to give rise to any claim for damages if
the extent such delay or failure is caused by any force majeure occurrence which
demonstrably could not have been reasonably foreseen before the date of the Agreement
and which is demonstrably beyond the reasonable control of the Party affected, and could
not have been avoided by use of due care, provided that (i) such occurrence materially and
directly impairs the ability of the affected Party to perform (ii) the affected Party gives
fourteen (14) days written notice to the other Party of the circumstances constituting the
occurrence and of the obligation or performance which is thereby delayed or prevented, and
(iii) such occurrences fall within one or more of the following categories:
- Acts of God; and/or
- Expropriation, confiscation, requisitioning or commandeering by or compliance with any
oral or written order, directive or request of any governmental authority or person
purporting to act therefore under such authority; and/or
- War (whether declared or not), act of foreign enemy, hostilities, acts of terrorism,
rebellion, or public disorder; and/or
- Explosions, fires, floods, earthquakes, or other natural calamities; and/or
- Maritime disaster.
10.2. Any force majeure delay as defined herein shall be considered an excusable delay, and the
other Party shall not be entitled to claim for compensation to the affected Party beyond the

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compensation as been given by the insurance company to the affected Party (if any), as a
result thereof.
11. Severability
In the event that any clause or part of a clause in this Agreement shall for any reason be
determined by any court or arbitral tribunal to be illegal, invalid or unenforceable, then the
remaining clauses and other parts of the clause shall not be affected, impaired or invalidated and
shall remain in full force and effect and shall continue to be binding upon the Parties.
12. Applicable Law and Jurisdiction
This Agreement shall be governed by the laws of .............. Any dispute between the Parties arising
out of or concerning this Agreement shall be settled through friendly negotiation between the
Parties. If after 30 (thirty) days since the friendly negotiation conducted, the Parties cannot achieve
amicable settlement, then the Parties hereby agree to submit to the non-exclusive jurisdiction of
the courts of ..............
13. Assignment and Rights of Third Parties
Neither Party may assign or transfer any of its rights or obligations under this Agreement without
the prior written consent of the other Party.
14. Validity of Offer of Services
14.1 The Services set out above is open for ‘ XYZ ‘’s acceptance by ................... after which it will
automatically lapse and each Party shall bear its own cost in respect of the preparation and
interpretation of this Agreement.
14.2 Acceptance will take effect upon signing of this Agreement
15. Notices
15.1. All notices or other documents that either Party sends to the other Party hereto shall be
delivered only by personal delivery, registered or certified mail, telex or telecopy; or email to
the following addresses:
To ‘ ABC ‘: To ‘ XYZ ‘:
PT. _______________
Address : .......................................
.......................................
.......................................
.......................................
Telephone :
Facsimile : [‘ ABC ‘ facsimile]
Email : [‘ ABC ‘ email]
Attention : _____________
(Title)
.............................. Ltd.
Address : .......................................
.......................................
.......................................
Telephone :
Facsimile : [‘ XYZ ‘ facsimile]
Email : [‘ XYZ ‘ email]
Attention : _____________
(Title)

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15.2. Any notice personally delivered or sent by registered or certified mail shall be deemed duly
received on the seventh (7th
) business day since the date of delivery or at the time of
delivery, telexing or telecopying if sent by personal delivery, telex or telecopy or when
successfully sent if by email.
16. Miscellaneous
16.1. Any changes in content or material of this Agreement can only be done in writing with the
consent of the Parties.
16.2. This Agreement contains the entire agreement between the Parties with respect to its
subject matter and supersedes all prior negotiations and agreements (written or otherwise)
between them.
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and
delivered in its name and on its behalf, all as of the date first above written.
For and on behalf of For and on behalf of
PT. _______________ _______________ LIMITED
______________________________ ________________________________
Name: .................................. Name: ..................................
Title: .................................. Title: ..................................
* * * * * * * * * * * *