AGREEMENT OF CHAMBER, CHUTE, ETC FOR DEBARKER AND BARK COLLECTING CONVEYOR FABRICATION (Purchase this doc, Text: 08118887270 (Whatsapp))
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CHAMBER, CHUTE, ETC FOR DEBARKER
AND BARK COLLECTING CONVEYOR
CONTRACT No. : ____________________
DD / MM / YYYY
Applicant Manager T Manager Director Director P D
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This Agreement of CHAMBER, CHUTE, ETC FOR DEBARKER AND BARK COLLECTING CONVEYOR
FABRICATION (hereinafter referred to as the “Agreement”) is made and signed on this day, Wednesday, dated
..................................., by and between:
I. PT. _____________________, a company incorporated in the Republic of Indonesia, and having its
registered office at ............................................................, Indonesia (hereinafter with its successors
and assigns called as the “Company”); and
II. PT. ___________________, a company incorporated in the Republic of Indonesia and having its
registered office at ...................................................................................., Indonesia (hereinafter with its
successors and assigns called as the “Contractor”).
The Company and the Contractor are hereinafter collectively referred to as the “Parties” and severally as the
Whereas, the Company is desires to employ the Contractor to carry out the Work (as defined herein) which
located in the Site (as defined herein) and the Contractor is desires to be appointed by the Company to carry
out the Work.
Article 1. DEFINITIONS
Unless otherwise specified in Agreement, the following expressions shall have the meanings hereby assigned
1.1. “Company” means PT. _____________________ includes the Company’s personnel, representative,
legal successors, and permitted assigns.
1.2. “Contractor” means PT. ___________________ includes the Contractor’s personnel, representative,
legal successors, and permitted assigns.
1.3. “Agreement” means this Agreement includes all attached appendixes and amendments are to be
amended from time in accordance with the terms hereof.
1.4. “Work” means the CHAMBER, CHUTE, ETC FOR DEBARKER AND BARK COLLECTONG CONVEYOR
CHIP MILL CONVEYOR Fabrication work excluding Purchasing Equipment with the Scope of Work as
stipulated in this Agreement.
1.5. “Scope of Work” means the scope of Fabrication Work as issue drawings, purchasing materials will be
supplied by PT. _____________________.
1.6. “Completion Date” has the meaning given in Article 3.1 of this Agreement.
1.7. “Commencement Date” has the meaning given in Article 3.1 of this Agreement.
1.8. “Contract Amount” has the meaning given in Article 4.1 of this Agreement.
1.9. ‘“Government” means the government of the Republic of Indonesia, including local government, regional
(province) government and/or central government and/or any of its agency.
1.10. “Site” means ______.
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Article 2. THE SCOPE OF AGREEMENT
The Company hereby agrees to appoint the Contractor to provide and execute the Work under the terms and
conditions as stipulated in this Agreement and the Contractor hereby agree to accept the appointment from the
Company to provide and execute the Work under the terms and conditions as stipulated in this Agreement.
Article 3. WORK SCHEDULE
3.1. The Parties agreed that commencement date of the Work in this Agreement shall be...............................
or any extension as requested and considered by the Company and/or the Contractor and agreed in
writing by the Company (if any) (hereinafter referred to as the “Commencement Date”) and the
completion date of the Work in this Agreement shall be ........................ arrived at .............. Port or any
other date as agreed in writing by the Company (if any) (hereinafter referred to as the “Completion
3.2. Any loss or damage for which the Contractor shall be liable under this Agreement shall be replaced,
restored or reimbursed by the Contractor. Failure by the Contractor to do this within a reasonable time
period (the word reasonable used here shall be solely at the Company’s discretion) shall constitute
grounds for the Company to replace, restore or reimburse such loss by deducting the amount from what
would otherwise be due to the Contractor.
Article 4. CONTRACT AMOUNT, TERMS OF PAYMENT, BONDS, LIQUIDATED DAMAGES AND
4.1. Contract Amount
4.1.1. For all services performed by the Contractor in accordance with the Work as stipulated in this
Agreement, the Company shall make payment of USD ............ (................................................
Dollars) (hereinafter referred to as the “Contract Amount”) based on ............ tons (Cost
reimbursable Contract) to the Contractor.
4.1.2. The Contract Amount is including PPH, excluding PPN.
4.2.1. The Contract Amount shall be paid by Company to the Contractor with the following schedules:
220.127.116.11. Advance Payment
Thirty percent (30%) of Contract Amount (hereinafter referred to as the “Advance
Payment”) shall be paid by the Company to the Contractor within fifteen (15) days
after the Company has received the Advanced Payment Bond (as defined herein), the
Performance Bond (as defined herein) and invoice for the Advance Payment from the
18.104.22.168. Progress Payment
Sixty five percent (65%) of Contract Amount (hereinafter referred to as the “Progress
Payment”) shall be paid by the Company to the Contractor, based on monthly
progress, within fifteen (15) days after the Company has received the invoice of each
of the part of Progress Payment from the Contractor. For avoidance of doubt, the
Parties agree that for every Progress Payment during the Agreement, a commercial
invoice for Work under this Agreement is to be submitted by the Contractor to the
22.214.171.124. Final Payment
Five percent (5%) of Contract Amount (hereinafter referred to as the “Final Payment”)
shall be paid by the Company to the Contractor within fifteen (15) days after:
a) the Contractor receives written confirmation of service completion issued by the
Company following discussions and confirmations between the Parties; and
b) the Company has received the invoice for the Final Payment from the Contractor.
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4.2.2. The payments of each and every Contract Amount as stipulated in Article 4 paragraph 4.2 shall
be made by the Company to the Contractor by way of Telegraphic Transfer into the Contractor’s
bank account as follow:
Bank Name :
Account Number :
Account Owner :
Account Type : US Dollar
4.2.3. All the bank charges incurred from the transfer process of the Contract Amount shall be borne
by the Company and all the bank charges of incurred from receiving shall be borne by the
4.3.1. Advanced Payment Bond
At the same time with the signing date of this Agreement, the Contractor shall submit and
provide to the Company an Advance Payment Bond, on the favour of the Company, in the
amount of thirty percent (30%) of the Contract Amount (hereinafter referred to as the “Advance
Payment Bond”). The period of validity of the Advance Payment Bond shall valid for two (2)
months since the signing date of this Agreement.
4.3.2. Performance Bond
At the same time with the signing date of this Agreement, the contractor shall submit and
provide to the Company a Performance Bond, on the favour of the Company, in the amount of
ten percent (10%) of the Contract Amount (hereinafter referred to as the “Performance Bond”).
The period of validity of the Performance Bond shall be valid until the Completion Date
(hereinafter referred to as the “Performance Bond Period”). The Contractor hereby represent,
warrant, undertake and guarantee to the Company that if until 7 (seven) business days prior to
the expiration date of the Performance Bond Period the completion of the Work still has not
been achieved, then the Contractor shall extend the validity of their Performance Bond to the
date that the actual date of completion of the Work has been achieved. In the event the
Performance Bond Period has been expired and the completion of the Work has not been
achieved and the Contractor failed to extend the validity of the Performance Bond pursuant to
this paragraph 4.3.2, then the Contractor shall provide to the Company a replacement or
additional performance bond which has the same amount as the previous Performance Bond
and shall be valid for such period until the achievement of the completion of the Work
(hereinafter referred to as the “Replacement Bond”), not later than 7 (seven) business days
since the expiration date of the Performance Bond Period.
4.3.3. The Advance Payment Bond, the Performance Bond and/or the Replacement Bond (if any)
shall be issued by the respectable financial institution which approved by the Company.
4.3.4. The Advance Payment Bond, the Performance Bond and/or the Replacement Bond (if any)
shall be unconditional, unlimited, irrevocable and directly-liable, not unconditional “on first
4.3.5. The Advance Payment Bond, the Performance Bond and/or the Replacement Bond (if any)
must be subject to substantive laws in the Republic of Indonesia.
4.3.6. The Parties agree that the Company shall be entitled to automatically call and request
liquidation of the Advance Payment Bond, the Performance Bond and/or the Replacement Bond
(if any) in the event the Contractor breaches and/or fails to meet its obligations under this
4.4. Liquidated Damages for Delay and Paid Incentive for reduction
4.4.1. In the event that the Contractor does not complete the Work within the time of Completion Date,
the Contractor shall pay the liquidated damages at rate of 0.3% (zero point three percent) of the
Contract Amount per 1 (one) day (hereinafter referred to as the “Liquidated Damages”). The
Liquidated damages shall be subject to maximum of the 5% (five percent) of the Contract
Amount (Proportional to the quantity of each shipment). The Company shall retain the right to
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terminate this Agreement, by giving no later than 7 (seven) days written prior notice to the
Contractor, in the event that the Work has not been completed by the Contractor until the
Liquidated Damages has reached its maximum amount.
4.4.2. In the event that Work is delayed by the following events, the Contractor shall be exempted
liquidated damages for the period of those events.
Natural Disasters, War (whether declared or not declared); and/or
Any reasons caused directly by the Company.
4.4.3. Without prejudice to any other rights and remedies which the Company may has under the
applicable law, any breach to the provisions of this Agreement that conducted by the Contractor
shall gives the Company the right to claims, demands, suits, actions, proceeds and/or
prosecutes the Contractor for any damages, losses, costs and/or expenses which incurred by
the Company, and/or to claim indemnity instead of performance to the Contractor, as the result
of or in connection with such breach.
The Contractor warrants that the Work which conducted, provided and completed by the Contractor as
stipulated in this Agreement will be new and state-of-the-art quality, not used, rebuilt or refurbished material
unless approved in writing by the Company and free from any defects and/or faults in design, workmanship and
material when it is used under normal operation and proper maintenance conditions. In the event that the Work
found defect and/or fault, the Contractor shall change and/or repair and/or replace any part of the Work, which
determined as defects and/or fault by the Company, without imposition of additional cost including without
limitation to the repair cost, replacement cost, fabrication cost, transportation cost, accommodation cost, and/or
Article 5. REPORT
5.1. The Contractor shall submit to the Company the weekly written reports of performance on the Work.
5.2. The Contractor has the option to comment in writing on instruction(s) or direction(s) within twenty four
(24) hours from the time of the issuance of the instruction(s) or direction(s) from the Company.
5.3. While the Contractor may choose to take the time allowed for comment, the Company has the right to
order the Contractor to continue the Work or decide whether the Contractor must not continue the Work.
Article 6. FORCE MAJEURE
6.1. The Parties hereto shall not be responsible to each other for any failure or delay in performance of all or
part of their respective obligations under this Agreement, which directly owing to cause of circumstances
beyond their reasonable control, which causes including but limited to Decrees or actions of Government,
Acts of God, Lock-out, fires, war, blockades, embargoes, adverse weather conditions (as considered by
the Government Meteorological body) or other substantially serious events as agreed upon between the
Parties (hereinafter referred to as the “Force Majeure”).
6.2. In the event the Force Majeure occurs, the Parties, when failing or unable to carry out its obligation(s) in
accordance with this Agreement, shall not be deemed as a breach of Agreement provided that the Parties
take all reasonable measures to permit it to resume performance hereunder within the shortest
practicable time, and shall keep the other fully informed of its’ plan to overcome and / or mitigate the
Force Majeure circumstances.
6.3. The prevented Party shall notify the other Party within 7 (seven) days of the occurrence of the Force
Majeure. Failure by the prevented Party to comply with this Article 6 paragraph 6.3 shall result in it losing
its right to rely upon (or to continue to rely upon) the event of Force Majeure to which the failure relates
and such Party shall conducts its obligations as if the Force Majeure condition has been passed and/or
6.4. Those obligations of the Parties which are provided for in this Contract and which are not affected by the
event of Force Majeure shall continue unabated; and
6.5. Should the Force Majeure circumstances and/or the effect of a Force Majeure continue for more than 30
(thirty) consecutive days, the Parties shall settle the further execution of the Contractor through friendly
negotiations. If the Company believes that such negotiation is impracticable or that it will not result in a
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satisfactory resolution, the Company shall have the right to terminate the Agreement by giving no later
than 7 (seven) days written prior notice to the Contractor, and settle accordingly.
Article 7. TAXES AND DUTIES
Except as otherwise specifically provided in the Agreement, the Contractor shall bear and pay all taxes, duties,
levies and charges assessed on the Contractor, its sub-contractors (if any) or their employees by the
Government authorities in connection with the Contractor's Work.
Article 8. TERMINATION OF AGREEMENT
8.1. This Agreement shall be expired or terminated only because of the following event:
a. Automatically expired of the Work as stipulated under this Agreement has been fulfilled in full by the
b. Terminated by the Company pursuant to the Article 6 paragraph 6.5 of the Agreement, in the event
the event of Force Majeure has been occurs; or
c. Terminated by the Company pursuant to the Article 4 paragraph 4.4 sub -paragraph 4.4.1, in the
event the delay of the completion of the Work has been occurs and the Liquidated Damages has
reached its maximum amount; or
d. Terminated by the Company by giving no later than 30 (thirty) days written prior notice to the
Contractor, in the event, based on sole Company’s discretion, the Contractor is breaching any of the
provision of the Agreement and/or unable to perform and provide the Work pursuant to the
e. Terminated by mutual written agreement of the Parties; or
f. Terminated by the Contractor by giving no later 30 (thirty) days written prior notice to the Company ,
in the event the Company unable to perform its obligations as stipulated in Article 4 paragraph 4.2;
g. Terminated by either Party by giving no later than 14 (fourteen) calendar days prior notice, in the
event that the other Party is dissolved, liquidated, declared bankrupt, or insolvent or becomes a
party to proceedings or arrangements involving liquidation, receivership, or the settlement of debt(s).
8.2. In the event the Company terminates the Agreement pursuant to Article 8 paragraph 8.1 point b or in the
event the Agreement is terminated by the Parties pursuant to Article 8 paragraph 8.1 point e or in the
event the Contractor terminates the Agreement pursuant to Article 8 paragraph 8.1 point f or g, the
Company shall pay to the Contractor the amount outstanding for Work which the Contractor has
accomplished or completed until the date of termination, the Company shall return the Advance Payment
Bond, the Performance Bond and/or the Replacement Bond (if any) to the Contractor and the Company
shall have the right to appoint and/or instruct any other contractor(s) to continue the Work as described in
8.3. In the event the Company terminates the Agreement pursuant to Article 8 paragraph 8.1 point c or d or g,
the Company shall pay to the Contractor the amount outstanding for Work which the Contractor has
accomplished or completed until the date of termination, the Company shall have the right to appoint
and/or instruct any other contractor(s) to continue the Work as described in this Agreement and the
Company shall have the right to automatically call and request liquidation of the Advance Payment Bond,
the Performance Bond and/or the Replacement Bond (if any).
8.4. The Parties shall formally submit in writing record as agreed, to indicate the process, the reasons and (if
any) the settlements for the termination.
8.5. In case of termination of this Agreement, the Parties hereby agree to waive the provisions as set forth in
Article 1266 of the Indonesian Civil Code with regard to the requirement of court pronouncement,
decision or decree for the termination of an agreement.
Article 9. ISSUE OF TAKE-OVER
9.1. In the event that the Contractor commits actions or behavior such as stated below, the Company has all
the rights (without any objection and/or rules and/or regulation of the Contractor and / or its legal
successor) to take actions as described in clause 9.2 in this Article.
The Contractor terminates this Agreement without compliance with Article 8.
Contractor fails to commence the work within fourteen (14) days from the Commencement Date.
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Contractor fails to remedy all problems within the permissible & regulated duration period as stated
in this Agreement.
9.2. The Company will, solely decided at the Company’s discretion, simultaneously or in stages to commence
proceedings as stated below :
Re-issue the final warning letter
Terminate this Agreement for default by the Contractor pursuant to Article 8 paragraph 8.1 point d,
and the Company shall have the right to automatically call and request liquidation of the Advance
Payment Bond, the Performance Bond and/or the Replacement Bond (if any).
Article 10. CONFIDENTIAL INFORMATION
10.1. Unless required otherwise by law and/or court and/or arbitration order and/or decision and/or any
Government authority, the Contractor shall treat all information as confidential concerning the Company’s
business and the performance of the Work (hereinafter referred to as the “Confidential Information”)
and shall not divulge such Confidential Information to any party other than the persons designated by the
Company or Company representative. In the event the Contractor is required to furnish such Confidential
Information to court and/or arbitration and/or any Government authority and/or as required by law, the
Company shall be notified of the disclosure of such Confidential Information as soon as possible.
10.2. The Contractor is obliged to hold confidential information and shall do so until the termination or
expiration of this Agreement. The Contractor shall return to the Company all information made available
for the Contractor to carry out the Work. All information, data and / or products shall remain the property
of the Company.
10.3. The obligation of confidentiality under this Agreement is a continuing obligation and shall remain in force
during the term of the Agreement and shall remains survive after the termination and/or the expiration of
the Agreement and afterwards for a period of 1 (one) year.
10.4. Without prejudice to any other rights and remedies which the Company may has under the applicable law,
any breach to this provision that conducted by the Contractor shall gives the Company the right to claims,
demands, suits, actions, proceeds and/or prosecutes the Contractor for any damages, losses, costs
and/or expenses which incurred by the Company as the result of or in connection with such breach.
Article 11. MATTERS REGULATING SUBCONTRACTORS
11.1. The Contractor shall not sublet any of the Work as described in this Agreement without the full prior
written approval from the Company.
11.2. The Contractor shall be responsible for all of its subcontractors (if any) with regards to insurance, and
11.3. The subcontractor(s), in all matters but not be limited to its actions and behavior under the guidance of
the Contractor, shall be responsible to the Contractor immediately.
11.4. The Company shall hold the Contractor fully responsible of all the matters regarding the subcontractors
that are engaged by the Contractor in carrying out the Work.
11.5. The Company shall not be responsible for any costs, expenses, effort or anything with regards to
everything that relate to the issue of subcontractors of the Contractor.
11.6. The Company shall notify letters of dissatisfaction with regards to the subcontractor’s actions and / or
behavior in the Site when the Company considers that the subcontractor is not in compliance to the
Company and/or the Government regulation and/or rules applicable in this Agreement.
Article 12. NOTICES
12.1. All notices, consents, requests, agreement authorized or required are to be given or made pursuant to or
in connection with this Agreement must be in English language and be sent by courier or registered air
mail or by facsimile or by e-mail to the following addresses:
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To the Company:
Phone No.: ..................
Fax. No.: .....................
Attn: Executive Managing Director
To the Contractor:
Phone No.: .....................
Fax. No.: ........................
Attn.: Vice President
12.2. Notices, requests and other correspondence will be deemed duly received on the 7th Business Day after
posting if sent by courier or registered airmail or the day of dispatch if sent by facsimile, or when
successfully sent if by email.
12.3. Any Party may change its address for the receipt of notices, consents, requests and other document at
any time and from time to time by giving written notice of such change to the other Party to this
Agreement within three (3) days of transmittal
Article 13. ASSIGNMENT
The Contractor shall not assign, transfer, or otherwise convey its’ obligations hereunder in whole or in part to
any individual, firm, corporation or other entity without the prior written consent of the Company and the
Agreement of the relevant assignee (if any) shall be bound by and fulfill the obligations or duties of the
Article 14. ENLISTMENT
14.1. Neither the Contractor nor the Company shall enlist personnel employed by or working under the
supervision or control of the other or of other contractors on the Site.
14.2. Neither the Contractor nor the Company may employ or engage either by the means of direct or via
others, or individuals who were previously in the employment of or under the supervision and control of
others, or of other contractors on CONTRACT AMOUNT AND PAYMENT
14.3. Neither the Contractor nor the Company may employ or engage either by the means of direct or via
others, or individuals who were previously in the employment of or under the supervision and control of
others, or of other contractors on the Site until a period of three (3) months has elapsed
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Article 15. GOVERNING LAW AND ARBITRATION
15.1. This Agreement is governed by and constructed in accordance with the laws of the Republic of Indonesia.
15.2. All disputes, controversies or differences which may arise between the Company and the Contractor out
of or in relation to or in connection with this Agreement, or for the breach thereof, shall be finally settled
by arbitration in Badan Arbitrase Nasional Indonesia (BANI) in accordance with the Law No. 30 Year
1999 regarding the Arbitration and Alternative Dispute Resolution and BANI Rules. The place of
arbitration shall be in Jakarta, Indonesia. The arbitration proceedings shall be conducted in the English
language and shall be conducted before 3 (three) arbitrators which consisting of 1 (one) arbitrator which
appointed by the Company, 1 (one) arbitrator which appointed by the Contractor and 1 (one) of whom
shall be appointed by the said 2 (two) appointed arbitrators or in accordance with the appointment from
the chief of BANI. The expense of arbitration shall be borne in accordance with the determination of the
board of arbitration. The award rendered by the arbitrators shall be final binding upon the Parties to the
Agreement. For the avoidance of doubt, neither Party shall be entitled to commence or maintain any
action in a court of law upon any matter in dispute arising from and/or in relation to this Agreement and/or
the transactions contemplated herein.
15.3. The Parties must continue to perform their obligations herein until the arbitrators give their award.
Article 16. APPENDICES
16.1. The Appendix 1 “Summary Bill of Quantity””
16.2. The Appendix 2 “General Drawing for Plan”
Article 17. MISCELLANEOUS
17.1. Any and all attachments, appendixes, addendum, and/or amendment to the Agreement shall be regarded
as an integral and inseparable part of this Agreement.
17.2. Matters that have not been regulated or insufficiently provided in this Agreement, will be discussed in
good faith by the Parties and will be set out in a written document that will be signed by the Parties.
17.3. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter
hereof and cancels and supersedes any prior understandings and agreement between the Parties with
17.4. In the event that any provision or part of a provision in this Agreement shall for any reason be determined
by any court or arbitral tribunal to be illegal, invalid or unenforceable, then the Agreement shall not be
affected and/or the remaining provisions and other parts of the provision shall not be affected, impaired or
invalidated and shall remain in full force and effect and shall continue to be binding upon the Parties. The
Parties shall, in any such event, agree on new provision(s) that would replace such provision(s).
Article 18. CLOSING
18.1. This Agreement is recognized as legal and binding to the Parties, and shall commence from the signing
date of this Agreement, and except if stipulated otherwise in this Agreement, until the final completion day
of the Parties’ rights and obligations as stated in this Agreement.
18.2. This Agreement is made and signed in two (2) identical copies, which have equally strong legal power,
which stamped for signifying to both parties to obey and enforce this Agreement at full and in good faith.
18.3. IN WITNESS HEREOF, the parties here have duly properly executed this Agreement with effect from the
date first above written.
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Executive Managing Director,
Vice President Director