SUPPLY OF MAIN EQUIPMENTS & PARTS, INSTALLATION, COMMISSIONING OF 50100 TPH CPO MILL Sample (Purchase this doc, Text: 08118887270 (Whatsapp))

1. Contract No: ____________________
Page 1 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
CONTRACT
FOR
SUPPLY OF MAIN EQUIPMENTS & PARTS, INSTALLATION,
COMMISSIONING OF 50/100 TPH CPO MILL
FOR ___________ PROJECT
AMONGST
PT __________________
AND
PT __________________
AND
__________________
AND
__________________
CONTRACT No.: __________________
__ ____ 20_,_,
____________, INDONESIA
TABLE OF CONTENTS

2. Contract No: ____________________
Page 2 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
PART I CONTRACT AND INTERPRETATION
Article 1. Definitions and Interpretation and Aim of the Contract
Article 2. Non-Waiver
Article 3. Severability
Article 4. Amendment
Article 5. Governing Law and Language
Article 6. Arbitration
Article 7. Laws and Regulations
Article 8. Notices and Communications
Article 9. Effective Date
PART II SUBJECT MATTER OF CONTRACT
Article 10.The Contractor ‘ A ‘ Scope of Work
Article 11. The Guarantor and The Contractor ‘ B ‘ Scope of Work
Article 12. The Owner Scope of Work
Article 13. Time for Completion
PART III CONTRACT PRICE AND PAYMENT
Article 14. Contract Price
Article 15. Payment of Contract Price
Article 16. Bonds
Article 17. Taxes and Duties
PART IV WORK EXECUTION
Article 18. The Contractor's and the Owner's Representatives
Article 19. Packing, Marking and Shipping
Article 20. Progress Report
Article 21. Testing
Article 22. Inspection
Article 23. Cooperation with Others
Article 24. Responsibility for Work and Property

3. Contract No: ____________________
Page 3 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
Article 25. Liability for Accidents and Damage
Article 26. Training
Article 27. Cleaning Up
Article 28. Security Guards and Lighting
Article 29. Installation Completion
Article 30. Commissioning
Article 31. Acceptance and Joint Investigation Committee
Article 32. Confidentiality
PART V. GUARANTEES AND LIABILITIES
Article 33. Guarantees and Liquidated Damages
Article 34. Warranties
Article 35. Patent Indemnity
PART VI. RISK DISTRIBUTION
Article 36. Transfer of the Ownership
Article 37. Insurance
Article 38. Force Majeure
PART VII. CHANGE IN CONTRACT AGREEMENT
Article 39. Assignment and Subcontracts
Article 40. Variation Order
Article 41. Termination
APPENDIX “A” DRAWINGS
APPENDIX “B” BILL OF QUANTITY
APPENDIX “C” PROJECT SCHEDULE
APPENDIX “D” PERFORMANCE GUARANTEE
APPENDIX “E” SCOPE OF WORK

4. Contract No: ____________________
Page 4 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor

5. Contract No: ____________________
Page 5 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
THIS CONTRACT FOR SUPPLY OF MAIN EQUIPMENTS AND PARTS, INSTALLATION,
COMMISSIONING OF 50/100 TPH CPO MILL FOR _____________ PROJECT NO.
_______________ (hereinafter referred to as the “Contract”) is made and entered into in
Jakarta on the .... ........... by and amongst:
PT. __________________, a limited liability company incorporated under the laws of the
Republic of Indonesia, having its principal address at office at .................................................
(hereinafter referred to as “Owner”);
PT. __________________, a limited liability company incorporated under the laws of the
Republic of Indonesia, having its principal address at office at .................................................
(hereinafter referred to as “Contractor ‘ A ‘”);
_____________., a company incorporated in Malaysia with its registered office
at ............................................................ (hereinafter referred to as “Contractor ‘ B ‘”); and
_____________., a company incorporated in Malaysia with its registered office
at ............................................................. (hereinafter referred to as “Guarantor”)
The foregoing may individually be called the “Party” and collectively the “Parties”. Contractor
‘ A ‘ and Contractor ‘ B ‘ may individually be called the “Contractor” and collectively the
“Contractors”
WITNESSETH:
WHEREAS, the Owner intends to engage Contractors responsible for Works supply of
materials and drawings, equipment & parts, labors to Site, Engineering, perform site
installation works, supervision, testing, commissioning works and provide training for
Owner’s CPO mill in ................................... in accordance with this Contract as stipulated in
Articles 10, 11 and 12 regarding Scope of Work;
WHEREAS, Contractor ‘ A ‘ has been appointed by the Owner and agreed by the Contractor
‘ B ‘ to participate as a joint contractor with Contractor ‘ B ‘ in this project; and is responsible
for Works to supply equipment and parts, labors, perform site Installation Works, testing, and
commissioning works for Owner’s CPO mill in ........................... in accordance with this
Contract

6. Contract No: ____________________
Page 6 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
WHEREAS Contractor ‘ B ‘ desires to participate as a joint contractor with Contractor ‘ A ‘ in
this project; and is responsible for Works to supply design and drawings, proprietary
equipment and parts, skilled workers to Site, Engineering, Supervision, testing,
commissioning works and training for Owner’s CPO mill in ........................... in accordance
with this Contract;
WHEREAS Guarantor is of the same group of companies with Contractor ‘ B ‘ and has been
agreed to be appointed as the Guarantor of Contractor ‘ B ‘ that shall be responsible for all
the obligation in this Contract jointly with the Contractor ‘ B ‘.
NOW, THEREFORE, in consideration of the premises and the undertaking of the Parties
herein contained, the Parties hereto agree as follows:
PART I CONTRACT AND INTERPRETATION
1. DEFINITIONS AND INTERPRETATION AND AIM OF THE CONTRACT
1.1 DEFINITIONS
In the Contract as hereinafter defined, the following words and expressions shall
have the meaning hereby assigned to them except where the context otherwise
requires:
I. "Acceptance" shall mean the acceptance of the Work in accordance with Article
31.
II. "Advance Payment Guarantee" shall mean the bank guarantee from a first class
bank in Indonesia and/or Malaysia acceptable to the Owner.
III. "Article" without a reference to another contract means the Article according to
this Contract.
IV. “Appendix” means the appendix to this Contract.
V. “Bill of Quantities” means a contract document comprising a list of Materials
including the quantity, price and each relevant Party’s obligation excluding
Guarantor refferred to Appendix B - Bill of Quantities.
VI. "Commissioning" shall mean the operation of the CPO Mill to test all machinery
to ensure correct performance and compliance with the specified Performance
Guarantee.
VII. “Contract” means this Contract and all documents and/or appendix listed and
attached herein and/or any amendments, addendum and/or alteration as may be
agreed in writing by the Parties from time to time.

7. Contract No: ____________________
Page 7 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
VIII. “Contractor ‘ A ‘” shall have the meaning set forth in the preamble.
IX. “Contractor ‘ B ‘” shall have the meaning set forth in the preamble.
X. “Contract Price” means the sale and purchase price and the service fee as
stipulated in Article 14 of this Contract.
XI. “Contractor ‘ A ‘ Scope of Work” shall have the meaning set forth in 10.
XII. “Contractor ‘ B ‘ Scope of Work” shall have the meaning set forth in Article 11.
XIII. “CPO” means Crude Palm Oil.
XIV. “CPO Mill” shall mean a factory or a building equipped with the machinery which is
comprised of several units such as sterilizing, threshing, digesting and pressing to
produce CPO & palm kernel from palm fruits owned by Owner in Site.
XV. “Day” means the calendar day.
XVI. “Drawings” means the drawings referred to in Appendix A – Drawings and any
modifications of such drawings to be provided by Contractor ‘ B ‘ and to be
approved in writing by the Owner and Contractor ‘ A ‘ and such other drawings as
may from time to time to be furnished by Contractor ‘ B ‘ and approved in writing by
the Owner and Contractor ‘ A ‘ in CAD and/or PDF format.
XVII. "Effective Date" shall mean the date that this Contract enters into full force and
effect upon fulfillment of all the conditions stated in Article 9 hereof.
XVIII. “Engineering” shall mean all activities to be provided by Contractors in relation to
designs, Drawings, providing technical documents, workshop inspection, Site
supervision, providing labor at Site, Training after Commissioning, testing,
monitoring, progress reporting, scheduling and mechanical and electrical
calculation to complete the Works as described in details in Apendix B – Bill of
Quantity.
XIX. “FIDIC” shall mean Federation Internationale des Ingenieurs-Consells
(International Federation of Consulting Engineers).
XX. “Force Majeure” means any event beyond the reasonable control as set forth in
Article 38.
XXI. “Guarantor” shall have the meaning set forth in the preamble.

8. Contract No: ____________________
Page 8 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
XXII. “Installation” means any and all activities in relation to place Materials to complete
the construction in CPO Mill conducted by Contractor ‘ A ‘ and supervised by
Contractor ‘ B ‘.
XXIII. “Joint Investigation Committee” shall mean a joint investigation committee which
formed by the Parties to investigate any failure, defect and/or damages including
without limitation to workmanship failure, negligence, quality issues, process
related lapses etc. and such failure, defects and/or damages becomes a disputable
and/or debatable matters between the Parties and/or in order to obtain advice,
decision and/or instruction of corrective action. The Joint Investigation Committee
shall consist of three (3) members from Owner, Contractor ‘ A ‘ and Contractor ‘ B
‘.
XXIV. “K2 Form” shall mean Customs Declaration Form No. 2 which is used for
application and export release
XXV. “Letter of Award” means the formal acceptance of the tender by the Owner
incorporating any adjustments or variations to the tender agreed between the
Owner and the Contractors.
XXVI. “Liquidated Damages” shall have the meaning as the Contractors’ and/or
Guarantor’s payments of damages to the Owner for the default of his different
responsibilities as per Article 33.
XXVII. "Materials" shall mean both materials to be supplied by Contractors.
XXVIII. “Materials From Contractor ‘ A ‘" shall mean any and all equipment, machinery,
materials, articles and things of all kinds to be supplied and fabricated by the
Contractor ‘ A ‘ as described in details in Apendix B – Bill of Quantities.
XXIX. "Materials From Contractor ‘ B ‘" shall mean any and all equipment, machinery,
apparatus, materials, articles and things of all kinds to be to be supplied and
fabricated by the Contractor ‘ B ‘ as described in details in Apendix B – Bill of
Quantity
XXX. “Mill Certificate” shall mean documentation from a testing facility that usually
shows the chemical makeup and physical strength/properties of materials required
to meet certain ASME (American Society of Mechanical Engineers) code and
ASTM (American Society for Testing and Materials)code or other international
code including but not limited to JIS, EN.
XXXI. "Month(s)" shall mean Gregorian calendar month.
XXXII. “Notice” means a written communication between the Parties.

9. Contract No: ____________________
Page 9 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
XXXIII. “Owner or Project Owner" shall have the meaning set forth in the preamble
XXXIV. “Owner Scope of Work" shall have the meaning set forth in the Article 12.
XXXV. "Party" shall mean individually, the Owner, Contractor ‘ A ‘, Contractor ‘ B ‘ or
Guarantor.
XXXVI. “Parties” shall mean collectively the Owner, Contractor ‘ A ‘, Contractor ‘ B ‘ and
Guarantor.
XXXVII. “Party’s Representative or Representative” shall mean any person or legal
entity nominated by each Party and informed to the Parties in the manner provided
in Article 18 hereof to perform the duties delegated by each Party.
XXXVIII. “Performance Guarantee” shall mean the technical performance guaranteed
figures stipulated in Appendix “D”.
XXXIX. "Project Schedule" means the project schedule referred to in Appendix “C”.
XL. "Purchase Order" means an instruction document from the Owner to Contractor
‘ A ‘ and/or Contractor ‘ B ‘ to purchase good and/or services in relation to the
Works.
XLI. “Site” shall mean CPO Mill in ...............................................
XLII. "Subcontractor" shall mean any supplier, manufacturer, vendor, construction firm
and service company to whom execution of any part of the Works, including
preparation of any design or supply of any materials, is sub-contracted directly or
indirectly by the Contractors, and includes its legal successors or permitted
assigns.
XLIII. “Supervision”shall mean Contractor ‘ B ‘’s responsibility to supervise, monitor,
control and guide Contractor ‘ A ‘’s labors at Site and Contractor ‘ B ‘’s skilled
workers in conducting the Installation in accordance to Drawings to reach
Performance Guarantee.
XLIV. “Training” shall mean Contractor ‘ B ‘’s responsibility as defined in Article 26.
XLV. “Variation Order” shall mean any variation, alteration, addition, omission,
modification and/or amendment to the scope of Work caused by a change order as
per Article 40.
XLVI. “Vendor” means a vendor providing the Materials or a part thereof for the
Contractor ‘ A ‘ or Contractor ‘ B ‘.

10. Contract No: ____________________
Page 10 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
XLVII. “Warranty Bond” shall mean the bank guarantee from the first class bank in
Indonesia and/or Malaysia acceptable to the Owner by the Contractors according
to 16.1.2 of this Contract for securing the CPO Mill’s performance within the
Warranty Period.
XLVIII. “Warranty Period” shall mean the period from the completed and successful each
Party’s obligation under this Contract in which the Contractor ‘ A ‘ or Contractor ‘ B
‘ is responsible for defects with respect to the Work or any part(s) thereof as
provided in Article 34.3 hereof.
XLIX. “Works” shall mean all of the Parties obligations under the Contract as defined in
each Scope of Work and in Appendix B and E including to supply of Materials,
Training, and Commissioning, Engineering, Supervision and Installation of the
CPO Mill at the Site under this Contract.
1.2 INTERPRETATION
a. Unless the context otherwise requires, references herein to the plural include
the singular and references to the singular include the plural.
b. All references to Articles are to articles in or to this Contract unless otherwise
specified herein.
c. Unless the context otherwise requires, the words "herein", "hereof” and
"hereunder" and words of similar import when used in this Contract shall refer
to this Contract as a whole and not to any particular provision of this Contract.
d. References in this Contract to any statute, law, decree, regulation, or other
legal requirement shall be construed as a reference to such statute, law,
decree, regulation or other legal requirement as re-enacted, re-designated,
amended or extended from time to time, except as provided otherwise in this
Contract.
e. References to any document, instrument or agreement shall mean such
document, instrument or agreement as the same may be amended from time
to time in accordance with the terms and conditions thereof.
f. The table of contents and the headings of the several Articles and Schedules
and/or Appendixes of this Contract are intended for convenience only and shall
not in any way affect the meaning or construction of any provision therein.
g. Reference to the words "include" or "including" shall be deemed to be followed
by the words "without limitation" or "but not limited to", whether or not they are
followed by such phrases or words of similar import.

11. Contract No: ____________________
Page 11 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
1.3 AIM OF THE CONTRACT
The objective of this Contract is to perform the Works in Site described and
scheduled on Appendix B and Appendix C, which includes: Owner: Works covers
everything in the contract with definition on each.
(a) Design and Engineering;
(b) Supply and delivery of all equipment and materials shall be based on Appendix B
– Bill of Quantities, with the objective that when operated properly, shall result in
an efficiently operable and integrated apparatus in accordance with the Contract;
(c) Procurement;
(d) Inspections;
(e) Installation of structure and its components including fabrication;
(f) Supervision;
(g) Commissioning.
2. NON-WAIVER
2.1 Failure by either Party to insist upon strict performance of any terms or conditions of
this Contract, or failure or delay to exercise any rights or remedies provided herein or
by law, or failure to properly notify the other Party in the event of breach, or the review
or failure to review any designs shall not release any Party from any of the warranties
or obligations of the Contract and shall not be deemed a waiver of any right of any
Party to insist upon strict performance hereof or any of its rights or remedies as to any
prior or subsequent default hereunder nor shall any termination or suspension under
the Contract by any Party operate as a waiver of any of the terms hereof.
2.2 Any waiver of a Party's rights, powers or remedies under the Contract must be in
writing, dated and signed by an authorized representative of the Party granting such
waiver and must specify the right and the extent to which it is being waived.
3. SEVERABILITY
3.1 If any provision, in whole or in part of the Contract should be found legally, invalid, void
or unenforceable or in ineffective, the validity of the other provisions of the Contract
shall not be affected thereby. The Parties shall endeavour to promptly replace the
invalid or ineffective term or provision by valid and effective one which correspond best
to the original economic and general intent of the Parties and what the Parties intended
by such original provision to carry out their purposes.
3.2 Neither Party shall have any liability, obligation or responsibility which is not specifically
referred to in the Contract.

12. Contract No: ____________________
Page 12 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
4. AMENDMENT
Any amendment/addendum of this Contract shall be in writing and signed by
authorized representatives of the Parties.
5. GOVERNING LAW AND LANGUAGE
5.1 This Contract and all amendments, modifications, alterations, or supplements hereto,
and all disputes or claims concerning the validity, scope, meaning, construction,
interpretation, or application of this Contract, any of its provisions, or the performance
thereunder by either Party or the Parties shall be construed and interpreted in
accordance with the laws of the Republic of Indonesia.
5.2 If requested by a Party, this Contract can be executed in both Bahasa Indonesia and
English language as the implementation of Law No. 24 of 2009 on National Flag,
Language, Emblem and Anthem of the Country (“Law No. 24”), and the Bahasa
Indonesia version shall be treated as an internal and inseparable part of the English
version. In the event of any conflict between the English version and the Bahasa
Indonesia version of this Contract or any document related to it, the English version will
prevail and the Bahasa Indonesia version of this Contract or any document in relation
to it will be amended to conform to the provisions in the English version. The Bahasa
Indonesia version of this Contract and/or any document in relation to it, if executed on a
later date, will be deemed to be effective from the date of this Contract and, for the
avoidance of doubt, the Bahasa Indonesia version of this Contract and/or any
document in relation to it shall not create any duplication of the rights and obligations of
the Parties. The Parties acknowledge that the English version of this Contract and/or
any document in relation to it binds the Parties and that Law No. 24 does not discharge
or nullify their obligations under the English version of this Agreement and/or any
document related to it. Each of the Parties further undertakes that: (i) it has read this
Contract and understands its content in English, and (ii) this Contract has been entered
into freely without duress. Furthermore, each Party agrees it shall not cite or invoke
Law No. 24 or any regulation issued thereunder to (a) defend its non-performance or
breach of its obligations under this Contract or (b) allege that this Contract is against
public policy or otherwise does not constitute its legal, valid and binding obligation,
enforceable against it in accordance with its terms.
5.3 This Article shall survive after the termination of the Contract.
6. ARBITRATION
6.1 After the Joint Investigation Committee has not agreed on the findings, as explained
further in Article 31.2., the Parties may refer the dispute to arbitration.

13. Contract No: ____________________
Page 13 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
6.2 Any and all dispute or disagreements or claims or controversies between both
Parties arising out of or in connection with the Contract or the performance thereof
shall be amicably settled between both Parties hereto, failing to make amicable
settlement of any disputes, controversies, conflicts, differences and/or other matters
between the Parties, out of or in relation to or in connection with this Agreement, or
for the breach thereof will result such disputes, controversies, conflicts, differences
and/or other matters shall be finally settled by arbitration in Singapore International
Arbitration Centre ("SIAC') in accordance with the rules of SIAC. The place of
arbitration shall be in Singapore. 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 Owner, 1 (one) arbitrator
which appointed by the Contractor ‘ A ‘ and I (one) of whom shall be appointed by
Contractor ‘ B ‘ or in accordance with the appointment from the chairman of SIAC.
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 .
6.3 The place of arbitration shall be in Singapore. The award rendered by the arbitration
shall be final and binding upon both Parties, and resort to any Judicial Court or
Tribunal is hereby waived except for the purpose of enforcement of such award.
6.4 The language of the arbitration shall be English.
6.5 This Article shall survive after the termination of the Contract.
7. LAWS AND REGULATIONS
7.1 The Parties hereof shall respect FIDIC regulations.
7.2 The Contractors shall respect and observe local laws, regulations, decisions and order
and shall obey orders and instructions issued by governmental and local authorities.
7.3 The Contractors shall also avoid any action, which can be prejudicial to security and
public order.
7.4 The Contractors, its employees, Subcontractors, and Representatives shall at all times
acquaint themselves in their individual behavior and conduct and comply with
applicable laws, ordinances, statutes, rules or regulations.

14. Contract No: ____________________
Page 14 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
7.5 The Contractors shall severely hold the Owner harmless from and against any and all
liabilities, damages, claims, fines, penalties and expenses of whatever nature suffered
by the Owner arising out of or resulting from the violation of such laws and regulations
by the Contractors and their personnel. The liability of each Contractor shall be several
and not joint.
7.6 The Contractors shall act as an independent the Contractor performing the Contract.
This Contract does not create any agency, partnership, joint venture or other joint
relationship between the Parties. Subject to its compliance with the Contract, the
Contractors shall be severally responsible for the manner in which each part of their
respective scope of the Works are performed.
7.7 All employees, Representatives or Subcontractors engaged by the Contractor in
performing the Contract shall not be deemed to be employees of the Owner, and
nothing contained in the Contract or in any subcontract awarded by the Contractor shall
be construed to create any contractual relationship between any such employee,
Representative or Subcontractor and the Owner.
8. NOTICES AND COMMUNICATIONS
8.1 All notices required to be served by provisions of this Contract shall be in writing, either
delivered personally or by fax/e-mail communications duly addressed and confirmed by
letter. Notices to be served on the Parties hereto shall be served at or mailed to the
addresses described below or at such other addresses as the recipient Party may from
time to time designate by written notice to the other Party.
The Owner
Address : PT. __________________
...........................................................,
...........................................................
Tel No : ............................ (Hunting)
Fax No : ............................
Name ............................ / General Manager
E-mail : ............................
The Contractor ‘ A ‘
Address : PT. __________________
...........................................................,
...........................................................
Tel No : ........................... (Hunting)
Fax No : ...........................
Name : ...........................

15. Contract No: ____________________
Page 15 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
E-mail : ............................
The Contractor ‘ B ‘
Address : _____________.
...........................................................,
...........................................................
Tel No : ............................
Fax No : ...........................
Name ...........................
E-mail : ...........................
The Guarantor
Address : _____________.
...........................................................,
...........................................................
Tel No : .............................
Fax No : .............................
Name .............................
E-mail : .............................
8.2 The receiving Party shall promptly confirm the receipt of any notice left at its office by
putting its seal and signature on a copy presented for this purpose.
8.3 Each Party shall notify to the other the names and the signatures of the persons duly
empowered for signing such notices.
8.4 Any notice sent by airmail post and/or registered mail shall be deemed (in the absence
of evidence of earlier receipt) to have been delivered 7 (seven) Day(s) after dispatch
and in proving the fact of dispatch it shall be sufficient to show that the envelope
containing such notice was properly addressed, stamped and conveyed to the postal
authorities for transmission by air mail, and notices sent by e-mail or by facsimile
transmission shall be deemed to have been received at the time of the dispatch
thereof, answerback received (in the case of telex) or appropriate evidence of
transmission received (in the case of facsimile).
8.5 Either Party to the Contract may change its nominated address by prior written notice
to the other.
9. EFFECTIVE DATE
This Contract shall become effective on the date of this Contract is signed.

16. Contract No: ____________________
Page 16 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
PART II SUBJECT MATTER OF CONTRACT
10. THE CONTRACTOR ‘ A ‘ SCOPE OF WORK
10.1 General Obligation of the Contractor ‘ A ‘
The Contractor ‘ A ‘ shall be responsible for the quality of the Materials from Contractor
‘ A ‘, Installation and Commissioning. Contractor ‘ A ‘ shall perform Contractor ‘ A
‘ Scope of Work as specified in Appendix B – Bill of Quantities and Appendix E –
Scope of Work according to the specifications and Drawings provided by the
Contractor ‘ B ‘. Contractor ‘ A ‘ shall be fully responsible to meet the Installation and
Commissioning schedule as specified in Appendix C – Project Schedule.
10.2 Specific Obligation of the Contractor ‘ A ‘
10.2.1 The Contractor ‘ A ‘ by entering into this Contract shall be deemed to have
satisfied himself as to all conditions and circumstances affecting its fee and as
to the general circumstances at the Site of the Works, unless otherwise
agreed by the Owner in this Contract.
10.2.2 The Site conditions are in accordance with the information supplied by the
Owner. The Contractor ‘ A ‘ shall be responsible for any misunderstanding or
incorrect information however obtained from other party, except for the
information given by the Owner.
10.3 Installation and the Commissioning shall be carried out by the Contractor ‘ A ‘ together
with Contractor ‘ B ‘ with the Owner’s support and supervised by the Contractor ‘ B ‘.
10.4 Each item of Materials supplied by the Contractor ‘ A ‘ shall be entirely of proven
design and unused, proved by Mill Certificate and/or Materials testing if required, of
good quality workmanship and shall be free from defects in materials, manufacturing
and workmanship suitable for the use intended. Contractor ‘ A ‘ also shall be
responsible for the monitoring and inspection of the Materials supplied by the
Contractor ‘ B ‘.
10.5 All Materials supplied by the Contractor ‘ A ‘ shall be delivered on the basis of delivery
at place at DAP (Delivered at Place) Jakarta Port as per INCOTERMS 2000.
10.6 The Contractor ‘ A ‘ shall arrange its shipment in an expeditious and orderly manner
taking into account the schedule as stipulated in Appendix C and Time for Completion
as stipulated in the Article 13.

17. Contract No: ____________________
Page 17 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
10.7 The Contractor ‘ A ‘ shall be responsible for the timely performance of Contractor ‘ A
‘ Scope of Work in accordance with the Project Schedule agreed between Owner and
Contractors, unless for reasons beyond the control of the Contractor ‘ A ‘ and/or not
due to the negligence or willful misconduct of the Contractor ‘ A ‘.
10.8 The Contractor ‘ A ‘ agrees that all services required in the performance of the Work
(except those specifically furnished by the Owner under the Contract) shall be
furnished and paid for by the Contractor ‘ A ‘ at its expense and account. Unless
otherwise stated in the Contract, such items of services shall include the Contractor ‘ A
‘’s site office, temporary electrical wiring or apparatus, temporary piping, sanitary,
valves, pumps and piping accessories, supply of first aid, medical services for its
workers, on the project site sheds, huts, shelters, shops, and such other facilities that
may be required during the term of the Contract. The Contractor ‘ A ‘ shall, at the
completion of the Work herein undertaken, remove all such temporary facilities and
services, except such items which have specifically been agreed upon in writing
between the Owner and the Contractor ‘ A ‘, leaving the premises in clean and orderly
conditions.
10.9 The Contract Price herein agreed to be paid by the Owner to the Contractor ‘ A ‘ shall
be in compensation for the performance and completion of the Contractor ‘ A ‘ Scope of
Work, and not as per diem compensation for the number of Day(s) which both Parties
may estimate as necessary for the completion of the Contractor ‘ A ‘ Scope of Work. It
is further agreed that the time or times specified herein shall not be construed to limit
and restrict the obligation of the Contractor ‘ A ‘ to such period, but the Contractor ‘ A
‘ shall proceed with the Contractor ‘ A ‘ Scope of Work during all such times as shall be
necessary to perform and complete the Contractor ‘ A ‘ Scope of Work, at no further
expense to the Owner than as herein stated in Article 14 of the Contract, unless
otherwise agreed by Owner and Contractor ‘ A ‘ under Article 40.
10.10The Contractor ‘ A ‘ shall oblige its Subcontractors to obtain all licenses, permits or
authorizations which Subcontractors are required to obtain under its own name in
accordance with the applicable laws or regulations of Indonesia for the performance
Contractor ‘ A ‘ Scope of Work under the Contract with the support and assistance of
the Owner and the Owner shall acquire all permits, approvals and/or licenses from all
local, state or national government authorities or public service undertakings which
require the Owner to obtain under its own name and which are necessary for the
execution of the Contractor ‘ A ‘ Scope of Work.
10.11The Contractor ‘ A ‘ shall be responsible for all results and action conducted by its
appointed Subcontractors in relation to Contractor ‘ A ‘ Scope of Work.
10.12The Contractor ‘ A ‘ shall be responsible for all costs and expenses incurred in
connection with the import of Materials from Contractor ‘ A ‘, if required.

18. Contract No: ____________________
Page 18 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
10.13Unless otherwise stated in the Contract, the Contractor ‘ A ‘ shall be responsible to
provide the followings at the Contractor ‘ A ‘’s cost:
(a) Suitable and proper storage facilities at Site for CPO Mill equipment;
(b) Employment of the local personnel as per the qualification to be laid down by
the Contractor ‘ A ‘ before starting the related work and services of the CPO
Mill, in accordance with the prevailing local laws;
(c) Provision of the necessary services and facilities for the Contractor ‘ A ‘’s
staffs in accordance with Appendix B.
11. THE CONTRACTOR ‘ B ‘ AND THE GUARANTOR SCOPE OF WORK
11.1 General Obligation of the Guarantor
The Guarantor shall be the Guarantor of the Contractor ‘ B ‘ only and shall be
responsible for all the Contractor ‘ B ‘’s obligations stipulated in this Contract jointly with
the Contractor ‘ B ‘.
11.2 General Obligation of the Contractor ‘ B ‘
The Contractor ‘ B ‘ shall be responsible for the quality of the Materials from Contractor
‘ B ‘, Drawings, Engineering,procument, fabrication, supply of skilled labors or workers
to Site, and Commissioning and Training and Supervision. Contractor ‘ B ‘ shall
perform Contractor ‘ B ‘ Scope of Work as specified in Appendix B – Bill of Quantities
and Appendix E – Scope of Work according to the Owner’s approval. Contractor ‘ B
‘ shall be fully responsible to meet the schedule as specified in Appendix C – Project
Schedule.
11.3 Specific Obligation of the Contractor ‘ B ‘
11.3.1 The Contractor ‘ B ‘ by entering into this Contract shall be deemed to have
satisfied himself as to all conditions and circumstances affecting Contract
Price, as to the possibility of executing the Contractor ‘ B ‘ Scope of Work as
shown and described in the Contract, and as to the general circumstances at
the Site of the CPO Mill.
11.3.2 The Site conditions are in accordance with the information supplied by the
Owner. The Contractor ‘ B ‘ shall be responsible for any misunderstanding or
incorrect information however obtained from other parties, except for the
information given by the Owner or Contractor ‘ A ‘.

19. Contract No: ____________________
Page 19 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
11.4 Drawings and Engineering shall be carried out by the Contractor ‘ B ‘ and approved
by the Owner and Contractor ‘ A ‘.
11.5 Each item of Materials supplied by the Contractor ‘ B ‘ shall be entirely of proven
design and unused, proved by Mill Certificate and/or Materials testing if required, of
good quality workmanship and shall be free from defects in design, materials,
manufacturing and workmanship suitable for the use intended.
11.6 All Materials supplied by the Contractor ‘ B ‘ shall be delivered on the basis of FOB
Port Klang as per INCOTERMS 2000.
11.7 The Contractor ‘ B ‘ shall be responsible for inland transportation of Materials to Port
Klang in Malaysia subject to the delivery schedule and place appointed by the
Contractor ‘ A ‘ and the Owner at the Contractor ‘ B ‘’s expense and account.
11.8 The Contractor ‘ B ‘ shall be responsible for the timely performance of Contractor ‘ B
‘ Scope of Work in accordance with the Project Schedule agreed between Owner
and Contractors, unless for reasons beyond the control of the Contractor ‘ B ‘ and/or
not due to the negligence or willful misconduct of the Contractor ‘ B ‘.
11.9 The Contractor ‘ B ‘ agrees that all services and/or Materials from Contractor ‘ B
‘ required in the performance of the Contractor ‘ B ‘ Scope of Work (except those
specifically furnished by the Owner or Contractor ‘ A ‘ under the Contract) shall be
furnished and paid for by the Contractor ‘ B ‘ at its expense and account.
11.10 The Contract Price herein agreed to be paid by the Owner to the Contractor ‘ B
‘ shall be in compensation for the performance and completion of the Contractor ‘ B
‘ Scope of Work, and not as per diem compensation for the number of Day(s) which
both Parties may estimate as necessary for the completion of the Contractor ‘ B
‘ Scope of Work. It is further agreed that the time or times specified herein shall not
be construed to limit and restrict the obligation of the Contractor ‘ B ‘ to such period,
but the Contractor ‘ B ‘ shall proceed with the Contractor ‘ B ‘ Scope of Work during
all such times as shall be necessary to perform and complete the Contractor ‘ B
‘ Scope of Work, at no further expense to the Owner than as herein stated in Article
15 of the Contract, unless otherwise agreed by Owner and Contractors under
Article 40.
11.11 The Contractor ‘ B ‘ shall oblige its Subcontractors to obtain all licenses, permits or
authorizations which Subcontractors are required to obtain under its own name in
accordance with the applicable laws or regulations of Indonesia or other relevant
countries for the performance Contractor ‘ B ‘ Scope of Work under the Contract
with the support and assistance of the Owner and Contractor ‘ A ‘.
11.12 The Contractor ‘ B ‘ shall be responsible for all results and action conducted by its
appointed Subcontractors in relation to Contractor ‘ B ‘ Scope of Work.

20. Contract No: ____________________
Page 20 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
11.13 Except as may be expressly set forth herein to the contrary, Contractor ‘ B ‘ is an
independent contractor. Except as expressly limited in this Contract, Contractor ‘ B
‘ shall be entitled to exercise the right to hire, discharge and transfer its workers; to
establish and enforce reasonable standards of production; to introduce, to the extent
feasible, labor saving equipment and materials.
11.14 Contractor ‘ B ‘ shall provide: 2 (two) supervisors, 20 (twenty) skilled mechanical
workers for 9 (nine) months and 10 (ten) skilled electrical workers for 2 (two) months
to supervise the installation work at Site.
11.15 Contractor Tener shall be responsible for the Performance Guarantee as stipulated
in Appendix D.
12. THE OWNER SCOPE OF WORK
12.1 The Owner shall assign sufficient space at the Site for the Contractors to effectively
execute the Contractor ‘ A ‘ Scope of Work and Contractor ‘ B ‘ Scope of Work.
12.2 The Owner shall be responsible for Site selection, civil work, earth work, building
structure, access road, flood and natural disaster mitigation, source of water and the
provision of electricity, water and heavy equipment required for the execution of Works.
12.3 The Owner shall ensure security within the Site.
12.4 The Owner shall bear the cost for the transportation of materials from Port Klang and
inland transportation of Materials in Indonesia.
12.5 The Owner shall bear of custom clearance value added tax import, custom duty and
any other charges related with customs clearance of the Materials.
12.6 Unless otherwise stated in the Contract, The Owner shall be responsible to provide the
followings at the Owner’s cost:
(a) To provide the Contractors with all such information and instruction as required
under the Contract, in order to enable the Contractors to execute and complete
the Contractor ‘ A ‘ Scope of Work and Contractor ‘ B ‘ Scope of Work;
(b) To obtain all necessary permits, licenses and authorizations to execute this
Contract from government and/or local authorities. In connection therewith, the

21. Contract No: ____________________
Page 21 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
Contractors will perform relevant assistance work to obtain the above permits,
licenses and authorizations as described in Appendix B, if any.
(c) Contractor ‘ B ‘’s personnel working visa and/or permit to perform their duty in
Indonesia for the whole duration of the Works.
12.7 The Owner shall make timely payment as stipulated in Article 15.
13. TIME FOR COMPLETION
13.1 Unless for reasons attributable to the Owner and/or the Force Majeure conditions, the
Contractors shall complete their Scope of Work as follows;
1st (first) Shipment : until ...........................
2nd (second) Shipment : until ...........................
Completion of Installation : until the end of .........................
Completion of Commissioning : until the end of .........................
13.2 The Owner shall grant the Contractors 1 (one) month grace period for the above
mentioned completion of Installation and Commissioning.
13.3 For the avoidance of doubt, the completion of Commissioning shall include the
Issuance of Performance Acceptance Certificate.
13.4 If for any reasons not attributable to the Contractors nor within the control of the
Contractors the Project Schedule is interrupted or delayed or there are reasonable
grounds for expecting delay, the Contractors shall promptly advise the Owner, and the
Contractors and the Owner shall promptly meet to discuss remedial action and whether
a change in the Project Schedule and third shipment are necessary.
13.5 The time for completion of the shipment shall be delayed if the reasons reasons
attributable to the Owner.
PART III CONTRACT PRICE AND PAYMENT
14. CONTRACT PRICE
14.1 Sale and Purchase Price
(a) For the Sale and Purchase that shall be provided, performed, completed and
fulfilled by the Contractor ‘ A ‘ in accordance with and as stipulated in this Contract
and/or any documents referred herein, the Owner agrees to pay to the Contractor

22. Contract No: ____________________
Page 22 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
‘ A ‘ a total sale and purchase price in the amount of US$------------------------ (in
words: ------------------------------------------------------ United States Dollars only)
(hereinafter referred to as the “Sale and Purchase Price for Contractor ‘ A ‘”) on
FOB Port Jakarta basis.
(b) For the Sale and Purchase that shall be provided, performed, completed and
fulfilled by the Contractor ‘ B ‘ in accordance with and as stipulated in this Contract
and/or any documents referred herein, the Owner agrees to pay to the Contractor
‘ B ‘ a total sale and purchase price in the amount of US$------------------------ (in
words: ------------------------------------------------------ United States Dollars only)
(hereinafter referred to as the “Sale and Purchase Price for Contractor ‘ B ‘”) on
Port Klang FOB basis.
(c) The Parties agree that the Sale and Purchase Price has covers all sale and
purchase and Contractors’ obligation as stipulated in this Contract and shall
remain firm and fixed until the Contractors have executed, completed and fulfilled
in full any and all of its obligations as stipulated in this Contract and/or any
document referred herein.
14.2 Service Fee
(a) For the Service that shall be provided, performed, completed and fulfilled by the
Contractor ‘ A ‘ in accordance with and as stipulated in this Contract and/or any
documents referred herein, the Owner agrees to pay to the Contractor ‘ A ‘ a total
service fee in the amount of US$ ------------------------ (in words: ---------------------------
--------------------------- United States Dollars only) (hereinafter referred to as the
“Service Fee for Contractor ‘ A ‘”).
(b) For the Service that shall be provided, performed, completed and fulfilled by the
Contractor ‘ B ‘ in accordance with and as stipulated in this Contract and/or any
documents referred herein, the Owner agrees to pay to the Contractor ‘ B ‘ a total
service fee in the amount of US$ ------------------------ (in words: ---------------------------
--------------------------- United States Dollars only) (hereinafter referred to as the
“Service Fee for Contractor ‘ B ‘”).
(c) The Parties agree that the Service Fee has covers all Service and Contrators’
obligation as stipulated in this Contract and shall remain firm and fixed until the
Contractors have executed, completed and fulfilled in full any and all of its
obligations as stipulated in this Contract and/or any document referred herein.
15. PAYMENT OF CONTRACT PRICE
15.1 The payment of the Contract Price shall be made by the Owner to the Contractor ‘ A
‘ and Contractor ‘ B ‘ with the following terms:

23. Contract No: ____________________
Page 23 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
(a) 1st
(First) Payment: 20% (twenty percent) of total Contract Price shall be paid by
Telegraphic Transfer (T/T) at Sight not later than 7 (seven) working days since the
Owner has receivedContract signed, invoice and Advance Payment Guarantee of
20% (twenty percent) of total Contract Price.
(b) 2nd
(Second) Payment: 30% (thirty percent) of total Contract Price shall be paid
by Irrevocable Letter of Credit (L/C) at Sight by First Class Bank for the Contractor
‘ B ‘ and by Telegraphic Transfer (T/T) for the Contractor ‘ A ‘ progressively on
every two month since the 1st
(First) Payment, on Work in Progress claim with the
basis of progress report approved and signed by Contractors and Owner, provided
that the Owner has received from the Contractors the invoice.
(c) 3rd
(Third) Payment: 40% (forty percent) of total Contract Price shall be paid by
Irrevocable Letter of Credit (L/C) at Sight by First Class Bank for the Contractor ‘ B
‘ and by Telegraphic Transfer (T/T) for the Contractor ‘ A ‘, partially and individually
for 1st
(first) shipment and 2nd
(second) shipment against invoice, packing list and
bill of lading or K2 Form from Contractors.
(d) 4th
(Forth) Payment: 5% (five percent) of total Contract Price shall be paid by
Irrevocable Letter of Credit (L/C) at Sight by First Class Bank for the Contractor ‘ B
‘ and by Telegraphic Transfer (T/T) for the Contractor ‘ A ‘ upon the issuance of the
Performance Acceptance Certificate provided that the Owner has received Invoice,
hard copy of installation manual, hard copy of standard operating manual, and
hard copy of Mill Certificate of Equipment (if any).
(e) 5th
(Fifth) Payment: 5% (five percent) of total Contract Price shall be paid by
Irrevocable Letter of Credit (L/C) at Sight by First Class Bank for the Contractor ‘ B
‘ and by Telegraphic Transfer (T/T) for the Contractor ‘ A ‘ against invoice and
Warranty Bond of 5% (five percent) of total Contract Price with 12 (twelve) months
validity.
15.2 The Draft Letter of Credit (L/C) must be approved by Contractor ‘ B ‘ prior to the
submission to the appointed bank.
15.3 Contractor’s Right to Suspend Performance. Contractor shall have the right to
suspend the Work if the Employer fails to make payment to the Contractor within 14
(fourteen) days of the date such payment is due and such suspension is subject to
interest payment.

24. Contract No: ____________________
Page 24 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
16. BONDS
16.1 The Contractors shall provide the bonds specified below in favor of the Owner issued
by a fist class bank in Indonesia and/or Malaysia, in the amount, manner and form
specified below.
16.1.1 Advance Payment Guarantee
Within 14 (fourteen) Working Day(s) after the Effective Date of this Contract,
the Contractors shall each submit and provide to and on the favour of the
Owner, a bank guarantee for securing the advance payment made by the
Owner to the respective Contractor in the amount 20% (twenty percent) of
Contract Price respectively. The period of validity of the Advance Payment
Guarantee issued by a first class bank shall be until completion of 1st
and 2nd
Shipment.
In the event that Project Schedule is extended due to reasons attributable to
the Contractors, the validity of the Advance Payment Guarantee shall be
extended to the extended period as agreed by the Owner and Contractors.
The Advance Payment Guarantee shall be unconditional, irrevocable and
directly-liable.
The Advance Payment Guarantee shall be returned and released to the
Contractors within 5 (five) Working Day(s) upon the lapse of the
abovementioned validity of the Advance Payment Guarantee.
16.1.2 Warranty Bond
The Contractors shall each submit and provide to and on the favour of the
Owner, Warranty Bond in the amount 5% (five percent) of Contract Price,
issued by a first class bank with a validity for 12 (twelve) months and subject
to Article 16 in this Contract.
17. TAXES AND DUTIES
17.1 Import value added tax (pajak pertambahan nilai) and import duty, if any, to be
imposed on any import of Materials from Contractors shall be borne and paid by the
Owner.
17.2 Withholding Tax (PPH23), if any, shall be borne and paid by the Contractors.

25. Contract No: ____________________
Page 25 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
17.3 Unless specified in the paragraph 17.1 and 17.2 of this Article 17, all taxed, customs
duties, fee, dues and other fiscal charges levied by competent authorities of Republic
of Indonesia with respect to and in connection with this Contract and its performance
shall be borne and paid by the Owner.
17.4 All taxes, customs, duties, fees, dues and other fiscal charges levied by competent
authorities outside of the territory of the Republic of Indonesia with respect to and in
connection with this Contract and its performance shall be borne and paid by the
Contractors respectively.
PART IV WORK EXECUTION
18. THE CONTRACTOR’S AND THE OWNER’S REPRESENTATIVES
18.1 For purposes of coordinating the Contractors Scope of Work to be performed by the
Contractors hereunder, the Contractors and the Owner shall nominate its
Representative respectively.
18.2 Such Contractor’s Representative may also be nominated as project manager or a
nomination of project manager shall be made simultaneously.
18.3 The Owner may by notice in Writing to the Contractors object to any representative or
person(s) employed by the Contractors in the execution of their Scope of Work who
shall in the reasonable opinion of the Owner misconduct himself or be incompetent or
negligent, or commit a serious breach of Site regulations. The Owner shall substantiate
the same whereupon the Contractors shall remove such person from the Site.
18.4 The Contractor’s Representative shall represent and act for the Contractors at all times
during the tenure of the Contract and shall give to the Owner all the Contractor’s
notices, instructions, information and all other communications under the Contract. All
notices, instructions, information and all other communications given by the Owner
under the Contract shall be given to the Contractor’s Representative, except as herein
otherwise provided. The Contractors shall not revoke the appointment of the
Contractor’s Representative without the Owner's prior written consent, which shall not
be unreasonably withheld. If the Owner’s consent is not given, the Contractors shall
appoint some other person as the Contractor’s Representative, pursuant to the
procedure set out in Article 18.3.

26. Contract No: ____________________
Page 26 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
18.5 If any representative or person employed by the Contractors is removed in accordance
with Article 18.3 above, the Contractors shall promptly appoint a replacement
according to provisions herein above clauses.
18.6 Upon approval of the Contractor's Representative, the Owner shall advise the
Contractors of the Owner's representative.
18.7 The Owner may (but not obligated) appoint the independent consultant for the purpose
of supervising the Works, provided however, the Owner shall notify the appointment of
the independent consultant to the Contractors.
19. PACKING, MARKING AND SHIPPING
19.1 The Contractors shall provide the Materials with adequate and seaworthy export
packing suitable for long distance transportation and normal handling during
transportation. The shipping mark of package and cases shall be provided by
Contractor ‘ A ‘.
19.2 Within two (two) Months after the Effective date, the Contractor ‘ A ‘ shall submit to the
Owner a preliminary shipping schedule indicating expected items, value, and time of
shipment.
19.3 The Owner may give its comments to the Contractors within 1 (one) Month after receipt
of such preliminary schedule. A definite shipping schedule shall be agreed between
both Owner and Contactors and submitted to the Owner based on such preliminary
schedule and the Owner's comments not later than 2 (two) Months before the expected
first major shipment. If any change shall become necessary for the shipping schedule,
the Contractors shall notify the Owner the revised shipping schedule without delay.
19.4 The Contractor ‘ A ‘ shall select qualified and reliable shipping companies or forwarding
companies and advise the Owner not later than 3 (three) Months before any Materials
are ready for shipment. The Contractor ‘ A ‘ shall seek the Owner's agreement within 1
(one) Month upon submission of list of shipping companies or forwarding companies.
19.5 The Contractor ‘ A ‘ shall select qualified and reliable shipping companies or forwarding
companies and advise the Owner not later than 3 (three) Months before any Materials
are ready for shipment. The Contractor ‘ A ‘ shall seek the Owner's agreement within 1
(one) Month upon submission of list of shipping companies or forwarding companies.
19.6 The Contractor ‘ A ‘ shall in time secure the shipping space for the Materials and not
less than 7 (seven) Working Days before shipment give the Owner preliminary shipping
notice including vessel name and estimated time of departure and arrival together with
3 (three) sets of preliminary packing lists.

27. Contract No: ____________________
Page 27 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
19.7 Within 3 (three) Working Days after shipment, the Contractor ‘ A ‘ shall by facsimile
give the Owner final shipping notice, including vessel name, time of departure and
estimated time of arrival and volume.
19.8 The date of bill of lading of loading port shall be taken as the actual shipping date.
19.9 If any Materials is missing, stolen and/or damaged during transportation, the
Contractors shall supply such item as quickly as possible , then the cost shall be paid
to the Contactors by the Owner, so that the Contract period will not be affected by such
delay.
19.10If the Contractor ‘ B ‘ has not shipped the materials in the designated 1st
and 2nd
shipment, this will be defined as the “unsent materials” and it shall be sent to Jakarta
Port at the condition of CIF Jakarta at the Contractor ‘ B ‘’s own cost. For this unsent
materials, the contractor shall arrange for the shipment to the job site in Asiki at the
Owner’s cost. For this case, the Contractor ‘ B ‘ shall be responsible for reporting to
Contractor ‘ A ‘ and Project Owner as soon as possible.
19.11Any taxes and import duties imposed on such replacements, if any, shall be borne by
the Contractors if the Owner has already paid such taxes or import duties for the
missing material or if the Owner has originally obtained exemption of such taxes or
import duties for the missing Materials. Owner: This has to stay as agreed.
19.12If import of any of Materials is controlled by Indonesian Government, the Owner may
request the Contractors to submit documents (e.g. certificate of analysis, specification,
catalog and technical data) prepared by the manufacturer of such items but not later
than 2 (two) Months prior to shipment. The Contractors shall use its best efforts to
obtain such documents from the relevant manufacturer(s) and deliver them to the
Owner as soon as practicable, however not later than 3 (three) weeks prior to the
arrival of the shipment. In the case of radioactive products, the above documents shall
be delivered to the Owner not later 2 (two) Months prior to the arrival of the shipment.
19.13The Contractor ‘ A ‘ shall undertake to ship Materials and/or any parts thereof under
deck unless impractical due to oversize or overweight. In case of unavailability of
space under deck for any particular shipment, both relevant Parties shall consult with
each other to agree on other appropriate arrangement.
19.14 If there are unsent Materials From Contractor ‘ B ‘, the Contractor ‘ B ‘ shall be
responsible to deliver those from Malaysia to Jakarta on the basis of CIF Jakarta and
from Jakarta to Asiki on the basis of DPP Jakarta at Contractor ‘ B ‘’s cost.
20. PROGRESS REPORT

28. Contract No: ____________________
Page 28 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
The Contractors shall give the Owner full information in advance as to its plans for
performing each part of their Scope Work being done. If the Contractor’s actual
progress is inadequate to meet the requirements of the Contract, the Owner may so
notify the Contractors who shall thereupon take such steps as may be necessary to
improve its progress. Progress report should be daily basis and shall be submitted by
the Contractors to the Owner on monthly basis up to the completion of shipment and
on weekly basis until the Performance Acceptance Certificate is issued by the Owner.
The Progress Report shall be in hard copy, PDF formant and/or other format agreed by
the Parties and shall be reviewed and approved by the Contractors and the Owner.
21. TESTING
21.1 Unless otherwise provided in the Contract, testing of Materials at Contractor’s premise
shall be performed by the Contractors at its expense and in accordance with the
Contract requirements so as to facilitate sound and complete fulfillment of their Scope
of Work. At the completion of the quality inspection and testing, the Contractors shall
issue the quality test certificate for the relevant equipment including but not limited to
the Mill Certificate.
21.2 The Owner and/or the other Contractor at its cost may attend witness such tests upon
written notice to the Contractors. The Contractors shall inform the Owner and/or the
other Contractor of schedule, if any, of testing of Materials.
22. INSPECTION
22.1 The Contractors shall request Vendors and/or Subcontractors to allow the Owner/the
other Contractor or its authorized representative to access their premises at all
reasonable times for inspection and expediting purposes with respect to the condition
and progress of manufacture, production or testing of the Materials.
22.2 The Contractors shall assist the Owner/the other Contractor or its representative to
obtain the permission and entry visas for visiting the shop of the Contractor and
Vendors.
22.3 The Contractors shall provide sufficient, safe, and proper facilities at all times for such
inspection and expediting of Materials, and shall furnish full information concerning all
material entering into Materials and grant the Owner/the other Contractor and its
Representative free access at all reasonable times to the shops where Materials are
manufactured, stored, or assembled.

29. Contract No: ____________________
Page 29 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
22.4 All traveling and personal expenses incurred by the Owner/the other Contractor or its
Representative for visiting the shops as above shall be borne by the Owner/the other
Contractor.
22.5 At least 14 (fourteen) Day(s) before the Contractors starts testing the Materials or parts
thereof in the Contractor's shops or in those of Vendor and/or Subcontractor, the
Contractors shall inform the Owner/the other Contractor in writing accordingly,
indicating the item concerned, the location of the shop and the schedule of testing.
22.6 The Owner/the other Contractor shall, at all reasonable times, be entitled to ascertain
the state and progress of manufacture. Visits to the Contractor's manufacturing
locations shall be during working hours.
22.7 The Contractors shall, during the visit of the Owner/the other Contractor and/or its
Representative, provide the Owner/the other Contractor with all documents and data as
are necessary to judge the state of the Materials and the progress thereof.
22.8 During the inspection of items under manufacture, the visitor(s) shall be attended by
the shop superintendent in charge or on deputy, who shall give the visitor(s) all
requested information related to the manufacture of the Materials.
22.9 The Owner/the other Contractor shall be entitled to visit, in addition to the shops, the
offices, which are in charge of the work to be performed in connection with the
Contract.
22.10The Contractors shall be informed of a visit to the respective Vendors and/or
Subcontractors in advance at least 7 Day(s) prior to the visit date.
22.11It shall be the responsibility of the Contractors to inspect Materials prior to delivery. The
making or failure to make by the Owner/the other Contractor of any inspection of, or
acceptance of Materials, shall in no way impair the Owner's right to reject non
conforming Materials or release or discharge the Contractors from any of his
obligations.
22.12The Contractors shall, upon receipt of request from the Owner/the other Contractor,
provide the Owner/the other Contractor with information relating to the manufacture,
production or testing of Materials.
22.13Based on the agreed inspection and test program, the Owner/the other Contractor has
the right to witness inspection activities and co-sign on inspection reports.
23. COOPERATION WITH OTHERS

30. Contract No: ____________________
Page 30 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
The Owner, the Contractors, and the Subcontractors may be working at the Site during
the performance of the Contract and the Contractors Scope Work or use of certain
facilities may be interfered with as a result of such concurrent activities. The Owner and
the Contractors shall mutually agree to re-schedule if necessary the order of
performance of the Owner and Contractors Scope Work in such a manner as will
minimize interference of each other. The Owner shall use its best effort to minimize the
interruption of the Works by the Subcontractors.
24. RESPONSIBILITYFOR WORK AND PROPERTY
24.1 Work in Progress, Materials, and Installation Equipment
The Contractor ‘ A ‘ shall be responsible for and shall bear any and all risk of loss or
damage to Work in progress, and Materials at Site
24.2 Delivery, Unloading and Storage
Responsibility for the performance of Contractor ‘ A ‘, Owner and Contractor ‘ B ‘ Scope
of Work inthisContract shall be executing inspection of all Materials at the
point of loading and unloading of shipment.
24.3 Responsibility for the performance of Contractor ‘ A ‘ Scope of Work in this Contract
shall be as follows or otherwise expressly stated:
(a) Maintaining complete and accurate records of all Materials received, stored and
issued for use in the performance of the Contract;
(b) Receiving and unloading at the Site;
(c) Storing in a secure and proper storage of materials subject to degradation in
weather tight enclosures;
(d) Delivering from storage to the Site all Materials as required.
(e) Providing security guards to ensure Materials at Site are well secured.
24.4 Property
24.1.1 The Contractors shall plan and conduct its operations so as not to:
(a) Enter upon lands in their natural state unless authorized by the Owner;

31. Contract No: ____________________
Page 31 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
(b) Damage, close or obstruct any utility installation, highway, road or other
property unless/until permits therefore have been obtained;
(c) Disrupt or otherwise interfere with the operation of any pipeline, telephone,
electric transmission line, ditch or structure unless otherwise specifically
authorized;
(d) Damage or destroy cultivated and planted areas, and vegetation such as
trees, plants, shrubs, and grass on or adjacent to the premises unless, as
determined by the Owner, do interfere with the performance of the Contractors
Scope of Work through operation of equipment.
24.1.2 The Contractors shall be entitled to compensate on its account due to the
Contractor’s failure to protect all Materials and environment as described herein. All
costs in connection with any repairs or restoration necessary or required by reason of
unauthorized obstruction, damage or use shall be borne by the Contractors. The
liability of the Contractors herein shall be several and not joint.
25. LIABILITY FOR ACCIDENTS AND DAMAGE
25.1 Damage to persons and property during Installation and Commissioning
25.2 The responsible Contractor shall, indemnify the Owner in respect of death or injury to
any person and of all damages to any property occurring from the performance of the
Contractors Scope Work and against all actions, suits, claims, demands, costs,
charges and expenses arising in connection therewith that shall be occasioned
attributable to the Contractors or by defective Materials from Contractors.
25.3 Damage to persons and property during the Warranty Period.
25.4 the responsible Contractorshall be liable of any defective and negligence in Drawings
or Engineering or defective Material From Contractors.
25.5 If there shall occur any loss of or damage or injury to any property or person
attributable to the responsible Contractors, shall be liable as follows:
(a) In respect of loss of or damage to the said section or portion,
(b) In respect of damage or injury to any other property or to any person and
of any actions, claims, demands, costs, charges and expenses arising in
connection therewith the Contractors shall be liable to the extent that such
damage or injury was attributable to the Contractors by defective Material
from Contractors or workmanship used or while on the Site.

32. Contract No: ____________________
Page 32 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
25.6 Claims for damage to person or property
In the event of any claim being made against the non-responsible Party arising out of
the matters referred to in and in respect of which the responsible Party may be liable
under this Article 25.6, the responsible Party shall be promptly notified thereof, and
may at his own expense conduct all negotiations for the settlement of the same and
any litigation that may arise there from. The non-responsible Party shall not, unless and
until the responsible Party shall have failed to take over the conduct of the negotiations
or litigation, make any admission which might be prejudicial thereto. The non-
responsible Party shall, at the request of the responsible Party afford all available
assistance for any such purpose and shall be repaid all reasonable costs incurred in so
doing.
25.7 Accident or injury to workmen
The responsible Party shall indemnify the non-responsible Party against all actions,
suits, claims, demands, costs or expenses arising in connection with death or injuries
(other than such as may be the responsibility of the non-responsible Party, his agents
or servants) suffered by persons employed by the responsible Party or his
Subcontractor, whether at law or under any statutes dealing with the question of the
liability of employers for injuries suffered by employees.
26. TRAINING
26.1 The Contractor ‘ B ‘ shall provide on-the-job and theoretical training for personnel of
the Owner during the installation and commissioning period at site for 1 (one) Month.
Training personnel will be selected by the Owner and period will be decided
according to the mutual discussion.
a. Mechanical/ Electrical engineer and technician;
b. Production supervisor and operator.
26.2 The Contractor ‘ B ‘ shall provide the on-the-job training about operating method,
basic concept of major equipment, trouble-shooting maintenance, and so on. The
objectives of the training services are to provide the sufficient detailed instruction of
the system for stable operation and maintenance and additionally to provide
technical information and technical concept for the future optimization of the CPO Mill
operation.
27. CLEANING UP
27.1 The Contractor ‘ A ‘ shall keep the areas in which their Scope Work is being performed
in clean and safe condition. Upon completion of any portion of their Scope of Work, the

33. Contract No: ____________________
Page 33 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
Contractors shall promptly remove from the Site all its Materials, temporary structures
except as specifically agreed and surplus Materials not to be used at or near the same
location during later stages their Scope of Work. Upon completion of their Scope of
Work, the Owner shall at its expense satisfactorily dispose of all rubbish, scrap and
waste material as per local regulation.
27.2 The Contractor ‘ A ‘ shall return to the Owner’s warehouse or jobsite storage area all
salvageable the Owner-supplied materials and shall restore the Site where appropriate
to its original condition except where specifically agreed to the contrary. The
Contractors shall leave the premises in clean and safe condition.
28. SECURITY GUARDS AND LIGHTING
The Contractor ‘ A ‘ shall maintain at its own expense all lighting, fencing and security
guards when and where necessary for the proper and safe execution and the
protection of their Scope of Work until their Scope of Work completed. The Contractors
shall, at its expense, provide artificial light sufficient to their Scope of Work to be carried
on efficiently, satisfactorily and safely, and to permit through inspection when their
Scope of Work is performed at night or where daylight is obscured until the date same
as above. During such time periods the access to the place of the Site shall also be
clearly illuminated.
29. INSTALLATION COMPLETION
29.1 As soon as all the units have been installed mechanically and structurally excluding
such minor items as finishing of insulation and painting, and other items not affecting
the operation or safety of the unit, the Contractors ‘ A ‘shall arrange Commissioning as
soon as possible.
29.2 The Installation of the CPO Mill is completed if the provisions of the check list for CPO
Mill completion have been reached. Some minor amount Contractor ‘ A ‘ Scope of
Work, such as finishing the insulation or painting, removal of temporary erection
facilities, or general clean up, still to be done by the Contractors or some deficiency not
affecting the CPO Mill operation require correction shall not be regarded as
uncompleted Installation.
30. COMMISSIONING
30.1 As soon as the Installation is substantially completed, they shall be inspected by the
Owner and the Contractors before any tests are carried out.

34. Contract No: ____________________
Page 34 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
30.2 The Commissioning shall be carried out in accordance with Drawings and Engineering
supervised by Contractors personnels on the Site.
30.3 The results and the evaluations of Commissioning shall be recorded in a protocol and
signed by the representatives of Owner and Contractors within 2 (two) Day(s) after the
completion of such Commissioning. In the event of Commissioning is not successfully
carried out due to the Contractor ‘ A ‘ fault, the Contractor ‘ A ‘ shall make necessary
modifications to Materials from Contractor ‘ A ‘. If it is due to Contractor ‘ B ‘ fault or
Materials from Contractor ‘ B ‘ Design, Engineering or the instruction of Contractor ‘ B
‘ personels, Contractor ‘ B ‘ shall make necessary modifications to Materials from
Contractor ‘ B ‘ as soon as possible.
30.4 After making the modifications, the Commissioning shall be carried out again in
accordance with Article 30. If it is necessary to have any of the above-mentioned
modifications carried out at the Site, the Owner shall make its best endeavours to give
its assistance when requested by the Contractors. However, the direct cost of
performing modifications or corrections including to all labor and Materials shall be
borne by the Contractors.
31. ACCEPTANCE AND JOINT INVESTIGATION COMMITTEE
31.1 If all the Performance Guarantee figures of the CPO Mill are fulfilled in all Contractors
Scope of Work as specified in Appendix D, approval shall be signed in 6 (six) copies, 2
(two) copies for each Contractor and Owner, by the representatives of among
Contractors and Owner within 2 (two) Day(s) after the guarantee figures are fulfilled
(“Performance Acceptance Certificate“). The Performance Acceptance Certificate of
the CPO Mill stipulated in this Article 31.1 shall not release the Contractors from its
liability for Materials from Contractors during the Warranty Period.
31.2 If the guarantee figures are not fulfilled partly or completely during the Commissioning,
Contractors and Owner shall jointly make investigations (“Joint Investigation
Committee”) to find out the reason to clarify the responsibility and to settle it as
follows:
31.2.1 Joint Investigation Committee shall be formed by the Parties to investigate any
failure, defect and/or damages including without limitation to workmanship
failure, negligence, quality issues, process related lapses etc. and such failure,
defects and/or damages becomes a disputable and/or debatable matters
between the Parties and/or in order to obtain advice, decision and/or instruction
of corrective action. The Joint Investigation Committee shall consist of three (3)
members from Owner, Contractor ‘ A ‘ and Contractor ‘ B ‘.

35. Contract No: ____________________
Page 35 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
31.2.2 If due to the Contractor ‘ A ‘ fault, the guarantee figures are not fulfilled until the
Completion of Commissioning, the Contractor ‘ A ‘ agrees to proceed additional
works and after the achievement of the guarantee figures, the Contractor ‘ A
‘ shall pay to the Owner the liquidates damages in accordance with Article 33.2
of this Contract and the Owner shall issue to the Contractor ‘ A ‘ the
Performance Acceptance Certificate.
31.2.3 If due to the Contractor ‘ B ‘ fault, the guarantee figures are not fulfilled until the
Completion of Commissioning, the Contractor ‘ B ‘ agrees to proceed additional
works to meet the Performance Guarantee and after the achievement of the
guarantee figures, the Contractor ‘ B ‘ shall pay to the Owner the liquidated
damages in accordance with Article 33.2 of this Contract and the Owner shall
issue to the Contractor ‘ A ‘ the Performance Acceptance Certificate.
31.2.4 If the non-fulfillment of the guarantee figures is not due to the Owner’s fault, but
the Joint Investigation Committee has technical difficulty to clarify or prove
whether it is due to the Contractor ‘ A ‘ fault or to the Contractor ‘ B ‘, the
Contractors agrees to proceed additional works jointly and after the
achievement of the guarantee figures, the Contractors shall pay to the Owner
the liquidated damages in accordance with Article 33.2 of this Contract and the
Owner shall issue to the Contractors the Performance Acceptance Certificate.
31.2.5 If the non-fulfillment of the guarantee figures is due to the Owner’s fault which is
in the Owner’s responsibility according to the Appendix B, the date for the
Completion of Commissioning shall be extended by the periods of delay due to
the Owner’s fault. During these periods of delay all the expense for the
Contractors shall be for the Owner’s account. The number of the Contractors’s
personnel shall be discussed and fixed by Contractors and Owners. It is agreed
that the findings of the Joint Investigation Committee shall not be final and in the
event of disagreement, the dispute will be referred to arbitration.
32. CONFIDENTIALITY
32.1 Each Party shall take due measures to keep confidential the information communicated
to it from the other Party including the Drawings, technical requisitions, specifications
and other project documents provided by either Party during the performance of the
Contract.
32.2 The obligation of each Party under this Article, however, shall not apply to that
information which:
(a) now or hereinafter enters the public domain through no fault of the other Party;

36. Contract No: ____________________
Page 36 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
(b) can be proved to have been in the possession of the other Party at the time of
disclosure and which was not previously obtained, directly or indirectly, from
such Party; or
(c) otherwise lawfully becomes available to the other Party from a third party
under no obligation of confidentiality.
32.3 This Article 32 shall survive after the termination of the Contract.
PART V GUARANTEES AND LIABILITIES
33. GUARANTEES AND LIQUIDATED DAMAGES
33.1 The Contractors guarantee that the CPO Mill and Contractors Scope of Work shall
possess the modern technology among the relevant plants of the Contractors at the
date of the Contract, that the Materials from Contractors are of high quality and that
their type selection complies with the requirements of process technology, operation
and long-term service. The Contractors shall supply the Engineering Drawings and
other documents completely and correctly in order to carry out successfully Contractors
Scope of Work as well as normal and safe operation and maintenance of the CPO Mill.
33.2 The Contractors guarantee that the CPO Mill can reach the Performance Guarantee
figures provided that the CPO Mill is operated under normal conditions by the Owner. If
the Contractors fail to achieve all the Performance Guarantee figures until the
Completion of Commissioning due to Contractors’ faults, then the Contractor shall pay
to the Owner the Liquidated Damages in the amount of 0.1% (zero point one percent)
of the Contract Price for each Day(s) of delay. Such liquidated damages, in total, shall
in no case exceed 5% (five percent) of the Contract Price.
33.3 The payment of Liquidated Damages for performance guarantee shall constitute
complete satisfaction of the Contractors Scope of Work and any other claims or actions
that may arise in connection with said guarantees, and the Contractors Scope of Work
shall be considered by the Owner as having been satisfactorily completed in all
respects.
33.4 Each of the Parties hereby represents and warrants that each Party is duly organized
and validly existing under the laws of each Party’s country and has the power and
authority to enter into this Contract and to carry out and perform the terms and
conditions of this Contract.
33.5 Each Party has taken any and all necessary actions and necessary approvals,
authorizations and formalities required to be obtained in order to enable each Party to
lawfully enter into and perform its obligations under this Contract and to ensure that

37. Contract No: ____________________
Page 37 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
such obligations expressed to be assumed by it hereunder are legal, valid, binding and
enforceable and have been done, fulfilled or performed.
34. WARRANTIES
34.1 The Contractors shall fully perform and complete the Works under the Contract in a
good and workmanlike manner as defined in the in Scope of Work and Appendix B.
34.2 All Work performed and Materials installed by the Contractors are warranted to
conform to the design, drawings, documents, plans, specifications, codes, regulations
and standard industry practices as set forth in the Contract and shall be at least those
which can reasonably be expected from an experienced leading the Contractor
performing similar work under similar conditions, of sufficient size and capacity and of
first class quality so as to fulfill in all respects all operating conditions specified in the
Contract and free from any defect due to faulty design, defective materials and/or faulty
workmanship. If any defect of the Work attributable to the Contractor is found at any
time up to 12 (twelve) Months from the date of Performance Acceptance Certificate and
the Contractor is notified of such defect, the Contractor shall, at its own expense and
as promptly as possible, repair, replace or remedy such defect as may be necessary to
permit the Work to conform to the applicable drawings, documents, plans,
specifications, codes, regulation and standard industry practices.
34.3 The Warranty Period for the replaced or repaired parts for reasons attributable to the
Contractor shall be further extended for that effect by 12 (twelve) Months from the date
of such repair or replacement. However, this extended Warranty Period shall not in no
case be longer than 24 (twenty four) Months after the date of Performance Acceptance
Certificate. The amount of the Warranty Bond must be maintained through the
extended Warranty Period pursuant to Article 16.1.2.
34.4 The Owner shall notify the Contractors in writing the nature of any defect, which occurs
within the Warranty Period, however, such notification shall be made at the latest within
30 (thirty) Day(s) after expiration of the Warranty Period.
34.5 The Contractors, if the Owner is authorized by the Contractors, shall reimburse the
Owner the cost pertaining to such repair and/or services. Customs clearance and
transport within Indonesia in connection with defective or replaced equipment or
materials shall be arranged by the Owner at cost of the Contractors, also any
applicable taxes in Indonesia in connection therewith shall be paid by the Contractors.
34.6 In the event the Contractors fail to start to remedy any defect, except for defects
attributable to the Owner, within 14 (fourteen) Day(s) after the receipt of the Owner’s
written notice, describing defect, the Owner shall be entitled to claim under the
Warranty Bond to the extent of the cost of undertaking the necessary remedial service
itself. Such notice shall identify the nature of and the date on which the Contractors

38. Contract No: ____________________
Page 38 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
were given notice of the defect, and shall include statements that (i) the Contractors
have not remedied the defect(s), and (ii) the Owner desires to remedy such defect(s).
34.7 The defective parts shall be returned by the Owner to the Contractors at the request of
the Contractors at the Contractors’ cost. The request shall be made within 14 (fourteen)
Day(s) after replacement or renewal, and the parts shall be returned as soon as
possible after the request.
34.8 In case of willful misconduct or gross negligence by the Contractors, the provisions of
Article 34 shall be the sole remedy available to the Owner under the Contract for
rectification of defects in the Work.
34.9 The Contractor's response to defects or guarantee service calls under this Article shall
be such that upon notification by the Owner that repair of defects or service work is
required, the Contractor shall:
(a) Respond immediately to faximile, telephone or e-mail notification.
(b) Dispatch engineers or other personnel to Site within the shortest possible
time, if requested by the Owner.
34.10Under the warranties of this Article 34.9, the Contractors shall not be responsible for
the defects and/or damages due to i) improper operation or maintenance of the CPO
Mill by the Owner, ii) normal wear and tear, or iii) any other design, other specifications
or other data designated, supplied or specified by or on behalf of the Owner.
34.11Any Materials destroyed or damaged due to the Contractors’s fault and which are
within their Scope of Work shall be delivered by the responsible Contractor, if
necessary and practical DDP (in accordance with Incoterms 2000) at Site. The delivery
shall be performed as quickly as possible. Should it be necessary to send back to the
country of origin any equipment for repair or replacement, all transport cost and cost of
repairing or replacement shall be borne by the responsible Contractor.
34.12The replaced or repaired equipment shall be delivered by the responsible Contractor
on its own costs including import duties, the cost for transportation to the Site.
35. PATENT INDEMNITY
35.1 The Contractors shall indemnify the Owner from and against any and all direct
damages, claims, demands, losses, costs and expenses the Owner may suffer as a
result of any infringement or alleged infringement of any patent, registered design,
trademark, copyright other intellectual property right registered or otherwise existing at
the signing date of the Contract by reasons of the use of the supply and/or Materials,
but the Owner shall not settle any claim or demand from a third party without taking
procedures as per Article 35.2.

39. Contract No: ____________________
Page 39 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
35.2 If any proceedings are brought forward or any claim is made against the Owner arising
out of the matters referred to in Article 35.1 above, the Owner shall promptly give the
Contractor written notice thereof and the Contractor may at its own expense and in the
Owner’s name conduct such proceedings or claim and any negotiations such as either
make available the Owner the rights in question or at the Contractor’s discretion alter
the Supply at the Contractor’s cost.
35.3 If the Contractors fail to notify the Owner within 15 (fifteen) Day(s) after receipt of such
notice that it intends to conduct any such proceedings or claims, then the Owner shall
be free to conduct the same on its own behalf. Unless the Contractor has so failed to
notify the Contractor within 15 (fifteen) Day(s) period the Owner shall not make any
admission which may be prejudicial to the defense of any such proceedings or claim.
35.4 The Owner shall, at the Contractor’s request, afford all available assistance to the
Contractor in conducting such proceedings or claim, and the Owners shall be
reimbursed by the Contractor for all reasonable expenses incurred in so doing.
PART VI RISK DISTRIBUTION
36. TRANSFER OF THE OWNERSHIP
The ownership of the Materials and CPO Mill will be transferred upon the completion of
payment.
37. INSURANCE
37.1 The insurance to be taken out and maintained by the Contractor ‘ A ‘ and Owner with
reputable insurance companies shall be as specified below. 1 (one) copy of the
relevant policies shall be promptly passed to the Party. The insurance should cover the
value of Contract Price.
37.2 If the Contractor ‘ A ‘ and/or Owner fail to take out and/or maintain in effect the
insurance referred to above, the other Party may take out and maintain in effect such
insurances and shall request for the reimbursement.
37.3 The Contractor ‘ A ‘ shall maintain the following insurance policies with the Owner as a
co-insured:
a. Third Party Liability Insurance.
b. Employee social security (Jaminan Sosial Tenaga Kerja) for the employee of the
Contractor ‘ A ‘ only.

40. Contract No: ____________________
Page 40 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
37.4 The Owner shall maintain the following insurance policies:
(a) Erection All Risks Insurance.
(b) Goods in Transit.
38. FORCE MAJEURE
38.1 Neither Party shall be considered in default of performance of its obligation under the
Contract to the extent that the performance of such obligation is delayed or prevented
by force majeure.
38.2 Force majeure is herein defined to be acts of God, acts of war (declared or
undeclared), acts of government, embargo, hostilities, riots, earthquake, flood, civil
unrest, insurrection, strikes or lockouts, etc. which are beyond reasonable control of
both Parties and unforeseeable as of the signing date of the Contract.
38.3 Either Party shall give notice in writing to the other of the occurrence of Force Majeure
as soon as possible after its occurrence including its estimated duration (if possible)
and shall determine a mutually agreeable course of action. Neither the Owner nor the
Contractors shall be subject to any liability whatsoever for any delay or loss caused by
Force Majeure.
38.4 As soon as Force Majeure is terminated the respective Party shall give immediate
written notice to the other Party. At that time the Parties shall mutually agree on the
further course of action.
38.5 Defects or damages in Materials due to failure to perform in accordance with or breach
of the Contract or negligent acts or omissions by the Contractor's Vendor or shipping
company hired by the Contractor or other persons under the Contractor's responsibility
or their representatives, shall not constitute force majeure.
38.6 Interruption of obligations under the Contract due to force majeure shall not be
considered a waiver of either Party's such obligations. If an event of force majeure
prevents either Party from carrying out its obligations under or in connection with the
Contract, such Party shall promptly notify in writing the other Party.
38.7 Each Party, upon giving written notice as above, may suspend its obligation to the
extent necessitated by the occurrence of force majeure, and relevant periods shall be
extended commensurate with such suspension. Nothing hereby shall alter any
obligation with respect to portions of Work not affected by such force majeure.
38.8 The occurrence of force majeure shall not entitle either Party to any additional
compensation whatsoever unless otherwise agreed between both Parties.

41. Contract No: ____________________
Page 41 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
38.9 If after 180 (one hundred eighty) Day(s) from the date of giving the aforesaid notice, the
notifying Party shall still be so prevented for reasons of force majeure form performing
its obligations under the Contract, both Parties shall consult with each other in good
faith with a view to determining equitable action appropriate under such circumstances
and also termination should be taken into reasonable consideration.
38.10Notwithstanding the period specified under the preceding paragraph, it is hereby
mutually agreed that at any time subsequent to the occurrence of force majeure, either
Party may, upon its request, discuss amicably with the other Party in order to set the
provisional arrangements to be adopted by both Parties for the purpose of minimizing
or avoiding any losses, damages or expenses which the affected Party may incur in
consequence of the suspension as provided hereunder.
38.11The above mentioned Article 38.1 through 38.6 shall be in effect until the date of
Performance Acceptance Certificate.
PART VII CHANGE IN CONTRACT AGREEMENT
39. ASSIGNMENTS AND SUBCONTRACTS
39.1 The Contractors may subcontract with any third party for the performance of all or any
portion of the Work. Subcontracts must include provisions to secure all rights and
remedies of the Owner provided under the Contract, and must impose upon the
Subcontractor all of the general duties and obligations required to fulfill this Contract.
39.2 No assignment or subcontract approved would relieve the Contractor of its
responsibilities under the Contract.
40. VARIATION ORDER
40.1 The Owner may, at any time, in writing, request the Contractors to make variation in
the Scope of Work to be performed by the Contractors under the Contract.
40.2 In the event the Contractors deem it necessary for the execution of the Work or deem it
appropriate taking into account of then prevailing circumstances, the Contractors may
also submit to the Owner a variation proposal without receiving the Owner's request for
a variation.
40.3 Upon receipt of the Owner's written request for a variation in Work, the Contractors
shall prepare a variation proposal and furnish the same to the Owner within a
reasonable period of time but normally within 14 (fourteen) Day(s) following receipt of

42. Contract No: ____________________
Page 42 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
such request. Each variation proposal shall be in writing and be accompanied with
information including the effect upon the Contractors' guarantees, and/or upon any
other undertakings by the Contractors hereunder.
40.4 In spite of the Owner's request for a variation as stipulated in Article 40.1, the
Contractors shall not be obligated to effect such variation which may, in the written
opinion of the Contractors to the Owner, have an adverse effect upon the Contractors'
guarantees or which will not be technically feasible.
40.5 Within 14 (fourteen) Day(s) from receipt of a variation proposal as specified in Article
40.2, the Owner shall inform the Contractors in writing of whether the Owner desires to
proceed with the relevant variation in Work. If the Contractors do not receive any
written notice from the Owner within the said 14 (fourteen) Day(s), such request for a
variation in Work shall be deemed to have been canceled by the Owner. In case of
cancellation, the Contractors shall not be reimbursed for the cost of making the
proposal.
40.6 If the Owner and the Contractors agree to effect on the Contract provisions based on
all information contained in a variation proposal, the Owner shall notify or thereof by
way of issuance of a written variation order (“Variation Order”) incorporating the
variation in question and providing for any such necessary amendment to the Contract
as agreed between the Owner and the Contractors resulting from the effect of such
variation in every respect. The Contractors shall not be required to proceed with any
variation in Work before its receipt of the Owner's written Variation Order.
40.7 If, during the execution of Work, the Contract Price and the Project Schedule are
affected by the Owner's failure or delay in performing its obligations, or due to the
Variation Order from the Owner, the Contract Price and the Project Schedule shall be
reasonably adjusted by mutual agreement.
41. TERMINATION
41.1 Termination for the Contractors’ default
41.1.1 Notwithstanding any other provisions of the Contract, the Contractors shall be
considered by the Owner in default of its contractual obligation under the
Contract if
(a) It fails to perform in accordance with provisions of the Contract or so
substantially fail to make progress as to endanger performance of the Contract
in accordance with its terms;
(b) The Liquidated Damages has exceeded 5% (five percent) of the Contract Price.

43. Contract No: ____________________
Page 43 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
41.1.2 If the Contractors still substantially fail to comply with such schedule,
the Owner may terminate the whole or part of the Contract upon giving
the Contractors 14 (fourteen) Day(s) prior written notice.
41.1.3 Upon such a termination by the Owner, the Contractors shall either
immediately or upon such date as is specified in the notice of
termination:
(a) cease all further work; and
(b) terminate all sub-contracts, except those to be assigned to the
Owner pursuant to item (c); and
(c) deliver to the Owner the parts of the Work executed by the
Contractor up to the date of termination; and
(d) to the extent legally possible assign to the Owner all right, title and
benefit of the Contractor to the Work and in the Materials as at the
date of termination, and, as may be required by the Contractors, in
any sub-contracts concluded between the Contractors and the
Owner deliver to the Owner all paid Drawings, specifications and
other documents prepared by the Contractors or its Subcontractors
as at the date of termination in connection with the Works.
(e) The Owner may enter upon the Site and may complete the Work
employing any third party. The Owner may take over and use, with
payment of rental fee to the Contractors, any Installation
Equipment belong to the Contractors and which is on the Site.
Upon completion of the Work or such earlier date as the Owner
thinks appropriate, the Owner shall return to the Contractors such
Installation equipment.
41.1.4 The Owner shall not have any obligation nor responsibilities to pay the
rest of the Contract Price for any/or all portion of Works which is unable
to be performed and/or executed by the Contractors after the date of
the termination, and the Owner shall have the rights to claim for
losses, damages and expenses incurred by the Owner and the
Contractors shall pay to the Owner such losses, damages and
expenses.
41.2 Termination for the Owner’s default
If the Owner fails to open the Letter of Credit (L/C) within the agreed period, the
Contractors shall be entitled to terminate this Contract by a written notice to the
Owner, and in such a case, this Contract shall be considered terminated and

44. Contract No: ____________________
Page 44 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
Contractor will have the rights to claim for losses, damages and expenses incurred
by the Contractor and the Owner shall pay to the Contractor such losses,
damages and expenses.
41.3 Either Party may terminate the Contract immediately and without incurring thereby any
liability to the other, by merely serving a notice of termination on the other in any of the
following events:
(a) If the other Party is declared in court or notoriously becomes insolvent or
bankrupt;
(b) If a receiver is appointed to take possession of the business or assets of the
other Party and his appointment is not revoked within 15 (fifteen) Day(s).
41.4 Termination of the Contract is without prejudice to any claim for any antecedent breach
and to the right of the aggrieved Party to recover damage, loss, compensation and all
sums payable hereunder.
41.5 If after termination pursuant to this Article 41.5, it is determined for any reason that the
rights and obligations of both Parties shall be decided by arbitration in accordance with
Article 6, unless otherwise agreed by the Parties.
41.6 The Parties hereby agree to waive the provision of Article 1266 of the Indonesian Civil
Codes to the extent that the court decision or decree is required for the termination of
this Contract.

45. Contract No: ____________________
Page 45 of 45
Owner Contractor
‘A’
Contractor
‘B’
Guarantor
IN WITNESS WHEREOF, the Parties have caused to execute this Contract in 2 (two) original
copies on the date first written above by their duly authorized representatives.
For and on behalf of
PT. __________________
For and on behalf of
__________________
Name: ................................
Title: President Director
Name:. ................................
Title: ................................
For and on behalf of
‘ A ‘ ________________
For and on behalf of
‘ B ‘ _________________
Name: ................................
Title: ................................
Name: ................................
Title: ................................