Lumber Sales and Purchase Basic Agreement (Purchase this doc, Text: 08118887270 (Whatsapp))

1. 1
LUMBER SALE AND PURCHASE BASIC AGREEMENT
This Lumber Sale and Purchase Basic Agreement (hereinafter referred to as the “Basic
Agreement”) is made on the .................................., by and between:
I. PT ________________ (“Seller” or “K”), a limited liability company duly
established and existing under the laws of the Republic of Indonesia, having its
address at ......................................................................”; and
II. PT ________________ (“Buyer” or “O”), a limited liability company duly established
and existing under the laws of the Republic of Indonesia, having its address
at .....................................................................................
The Seller and the Buyer are hereinafter collectively referred to as the “Parties” and severally
as the “Party”.
WITNESSETH
A. WHEREAS, this Basic Agreement is to record the intent and understanding between the
Parties in respect to all lumber produced at ‘ K ‘’s sawmill in ..............................................
and sold by ‘ K ‘ (“Lumber”), and purchased by customers who purchase Lumber
(“Customers”) and/or ‘ O ‘ for domestic and export sales.
B. WHEREAS, this Basic Agreement shall be applied on a deal that sales and purchase of
Lumber contracts are directly exchanged between ‘ K ‘ and Customers and ‘ O ‘ shall not
be involved in any aspects.
C. WHEREAS, ‘ K ‘ has the right to sell its Lumber directly to its Customers pursuant to this
Basic Agreement, instead of ‘ O ‘.
NOW THEREFORE, in consideration of the above, the Parties agree to enter into this Basic
Agreement with the following terms and conditions:
1. TERM
a. This Basic Agreement shall become effective as of the date first above written and shall
remain in effect until ............................... (“Initial Term”).

2. 2
b. After the Initial Term, this Basic Agreement will rollover for a twelve (12) monthly period
on January 1st
of each year on the same terms and conditions, unless;
- Amended at anytime by agreement in writing between the Parties; or
- Termination by either Party giving at least six (6) months prior written notice.
2. TYPE OF DEAL
There are following two (2) types of deal under the Basic Agreement (“Type of Deal”).
(1) DEAL WITH FEE
‘ K ‘ and Customers shall have sales and purchase of Lumber contract directly with
‘ O ‘ as witness. ‘ O ‘ shall be involved in the deal as an agent for ‘ K ‘ to negotiate
with Customers for terms and conditions of deals such as but not limited to price,
quantity, specification, delivery timing, and claim. ‘ K ‘ shall pay commission to ‘ O
‘ according to the condition described in Clause 3-1.
(2) ‘ K ‘ - ‘ O ‘ DIRECT CONTRACT
‘ K ‘ and ‘ O ‘ shall have sales and purchase of Lumber directly.
3. PURCHASE PRICE AND PAYMENT MECHANISM
3.1 Purchase Price
a. The Parties agree that the purchase price for Lumber which sold by ‘ K ‘ to its
Customers shall be the same with the purchase price for Lumber which sold by
‘ O ‘ to its customer (the “Purchase Price”);
b. The Purchase Price shall be agreed by the Parties from time to time based on
the transaction of sales and purchase of the Lumber which stipulated in this
Basic Agreement.
c. The Parties agree that the purchase price for the Lumber which sold by ‘ K ‘ to
‘ O ‘ shall be calculated as 5% (five percent) less than the Purchase Price in ‘ K
‘’s invoice to its Customers (“‘ O ‘ Price”).
3.2 Payment Mechanism
Payments for the Purchase Price and ‘ O ‘ Price shall be made in cash in USD or
Indonesian Rupiah by the following way according to the Type of Deal:

3. 3
Deal With Fee:
(a) Payments of Lumber shall be made directly by Customers to ‘ K ‘. ‘ K ‘ shall be
fully responsible for collection of payments from its Customers.
(b) Payment shall be paid by Customer to ‘ K ‘ within 7 (seven) working days after
Customer receives the invoices from ‘ K ‘.
’ K ‘-’ O ‘ Direct Contract:
(a) The ‘ O ‘ Price shall be made by ‘ O ‘ to ‘ K ‘ against the following documents
from ‘ K ‘.
- ‘ K ‘’s invoices and packing list; and
- Other necessary documents ‘ O ‘ requested (if any).
(b) Payment shall be paid by ‘ O ‘ to ‘ K ‘ within 7 (seven) working days after ‘ O
‘ receives the invoices from ‘ K ‘ .
3. ASSIGNMENT
This Basic Agreement shall not be assigned by either Party except with prior written
permission of the other Party.
4. GOVERNING LAW AND ARBITRATION
a. This Basic Agreement shall be governed by and interpreted in accordance with the
laws of Indonesia.
b. Any disputes, controversies, conflicts, differences and/or other matters which may arise
between the Parties, out of or in relation to or in connection with this Agreement, or for
the breach thereof, shall be first settle through friendly negotiation between the Parties
to achieve an amicable settlement within 30 (thirty) calendar days since the date of the
first formal friendly negotiation meeting is conducted.
c. Failure 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

4. 4
3 (three) arbitrators which consisting of 1 (one) arbitrator which appointed by the Buyer,
1 (one) arbitrator which appointed by the Seller and 1 (one) of whom shall be appointed
by the said 2 (two) appointed arbitrators 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.
d. The Parties must continue to perform their obligations herein until the arbitrators give
their award.
7. VOLUME PORTION:
In each fiscal year the Parties shall do their best effort to manage total quantity of ‘ K ‘-’ O
‘ Direct Contract should be approximately 50% (five percent) of total sales and purchase
volume of Lumber including direct deals between ‘ K ‘ and ‘ O ‘ and its customer.
Notwithstanding anything to the contrary herein, the volume portion shall be agreed by the
Parties based on the principle of maximizing profits for ‘ K ‘.
8. MISCELLANEOUS
a. Any and all attachments, appendixes, addendum, and/or amendment to the Basic
Agreement and/or any documents referred herein and/or any specification as agreed by
the Parties from time to time (if any) shall be regarded as an integral and inseparable
part of this Basic Agreement.
b. Matters that have not been regulated or insufficiently provided in this Basic Agreement
and/or any documents referred herein, will be discussed in good faith by the Parties
and will be set out in a written document that will be signed by the Parties.
c. This Basic Agreement and/or any documents referred herein and/or any specification
as agreed by the Parties from time to time (if any) constitutes the entire agreement
between the Parties with respect to the subject matter hereof and cancels and
supersedes any prior understandings and agreement between the Parties with respect
thereto.

5. 5
d. In the event that any provision or part of a provision in this Basic Agreement and/or any
documents referred herein and/or any specification as agreed by the Parties from time
to time (if any) shall for any reason be determined by any court or arbitral tribunal to be
illegal, invalid or unenforceable, then the Basic Agreement and/or any documents
referred herein shall not be affected and/or the remaining provisions and other parts of
the provision shall not be affected, impaired or invalidated and shall remain in full force
and effect and shall continue to be binding upon the Parties. The Parties shall, in any
such event, agree on new provision(s) that would replace such provision(s).
IN WITNESS WHEREOF, the Parties hereto have executed this Basic Agreement as of the
date hereof.
The Seller/’K ‘
PT ________________
_____________________________
Name: ..........................................
Title: .............................................
The Buyer/’O ‘
PT ________________
_____________________________
Name: .........................................
Title: ............................................