PT ODG INDONESIA PURCHASE ORDER TERM AND CONDITIONS

 

  1. General. This Purchase Order by shall be governed by these terms and conditions unless a contrary intention is expressed in writing. The term “Buyer” shall mean an ODG group company purchasing the Goods, the term “Supplier” shall mean that person, firm, partnership, company, servants, agents, sub-contractors or body (howsoever constituted) named on the Order, the term “Order” shall mean the “Purchase Order” and the term “Goods” means tangible new goods and new products fit for purpose, service and/or physical installation services covered by the Order, including raw materials, processed materials or fabricated products.
  2. Supplier’s Acceptance of Term and Conditions. By acceptance of this Order (either verbally or in writing or as expressed or implied by virtue of acts done or undone or otherwise) the Supplier acknowledges that he agrees to all the terms and conditions contained herein and that any additional terms and conditions contained in his acceptance or confirmation of this Order or in his delivery docket or as otherwise stipulated elsewhere shall be null and void and of no effect as regards this Order.
  3. Services means all services or work that Seller is obligated to perform or provide under the terms and conditions of this Purchase Order as may be described in agreement, contract and/or other documentation instrument including without limitation all adequate and competent labour, all management, administration, supervision, technical, clerical, relevant goods and equipment, and associated support services.
  4. Entire Agreement. The Supplier agrees that the Terms and Conditions of this Order (together with any special conditions of this Order agreed in writing by the parties and forming part of this Order) may only be rescinded or altered by the Buyer in writing. The Supplier further acknowledges that such terms and conditions constitute the entire agreement between the parties and shall supersede all previous communications, either oral or written and that any such previous communications are hereby abrogated and withdrawn. In the event of any conflict between any special conditions of the Order and these Terms and Conditions, the special conditions of this Order shall prevail
  5. Time is of the Essence. Time is of the essence in respect of deliveries to be made hereunder and the Buyer may at its option and without limitation of or prejudice to any of its other rights demand the Supplier takes all action to expeditiously deliver the Goods within the time stipulated by whatever means and at the Suppliers cost. Failing proper performance by the Supplier the Buyer may cancel all or any part of this Order if deliveries are not made within the times specified and/or deduct .05% of the Order total price per day up to a maximum of 5% of the total Order value.
  6. Supplier’s Obligation of Delivery. The Supplier shall supply and deliver to the Buyer all Goods specified in the Order and for the price stated therein and within the time stipulated unless such goods, price or time shall have been varied with the consent of Buyer in writing. The Buyer shall retain the right to change, alter or amend the sequence in which the Goods are to be delivered and the times at which delivery shall be accepted.
  7. Delivery Dockets. All goods supplied must be accompanied by a delivery docket showing the Order number and listing the Goods in sufficient detail to enable checking to take place at the time of delivery. No responsibility for payment will be accepted by the Buyer unless delivery dockets have been signed by an accredited representative of the Buyer. The signing of any delivery docket by or on behalf of the Buyer shall not infer that the Buyer has accepted the goods in regards to their quality or quantity. The quantity of merchandise delivered by the Supplier to the Buyer shall not be greater than the amount specified on the Order or any amendment thereto unless an additional amount is first ordered by the Buyer in writing. In the event that the goods are delivered in excess of the final Order they may be returned by the Buyer at the Supplier’s expenses.
  8. Calculation of price. The purchase price of the Goods and/or Services payable by the Buyer shall be that as specified in the Order, any price to be calculated at a rate shall be on a fixed price basis and shall not be varied unless agreed in writing by the Buyer.
  9. Payment. Unless different payment terms are shown on the Order, payment shall be made 60 days after receipt of an acceptable invoice fully detailing the Buyer’s Order number and detailed breakdown of items forming the basis of the Order. The Buyer reserves the right to set off any amount owing under any Purchase Order against any amount due from the Seller to the Buyer for the reasons which have been detailed in writing by the Buyer.
  10. Risk Lies with Supplier. All Goods shall be delivered cartage paid to the address stipulated on the Order and until the delivery is acknowledged by an accredited representative of the Buyer all Goods shall be the sole and absolute risk of the Supplier.
  11. Rejection of Goods by Buyer. Where Goods or any part thereto do not conform with the quality and provisions of the Buyer’s Order and without prejudice to any or all of the Buyer’s rights or privileges under these terms and conditions or under the law, the Buyer may reject any such Goods or part thereof and the Supplier shall be liable for any loss or damage suffered or incurred by the Buyer as a consequence of such rejection. The Buyer shall notify the Supplier of any such rejection and the Goods so rejected shall be collected by the Supplier at his own cost and until collection shall be at the Supplier’s risk. The Provision of this Clause shall also apply to Goods found defective at a time later than the time of inspection aforesaid where such defect is of a nature that it was not apparent upon reasonable examination after delivery.
  12. Warranty. The Supplier shall warrant that all Goods are fit for purpose, in new condition and free of defects for a period of 12 months from energisation or 18 months from delivery, whichever occurs first.
  13. Labour, Materials, Tools, etc. The Supplier, except insofar as this Order may expressly state to contrary, shall provide at his own cost and expense all labour, materials, tools, implements, plant and everything necessary for the complete and proper performance of this Order. All Goods shall be in all respects in strict accordance with all the terms, specifications, requirements and conditions of the documents stated in or attached to and forming part of this Order and shall be to the satisfaction of the Buyer and shall conform with the requirements from time to time applicable of all authorities and standards governing the manufacture and sale of such Goods.
  14. Supplier’s Warranty of Good Title and Non-infringement. The Supplier warrants that upon delivery the Goods to be supplied under the terms of this Order the Supplier will do all things necessary to ensure the items delivered become the sole and absolute property of the Buyer and that none of the Goods shall be subject to any mortgage, charge, lien or encumbrance whatsoever whereby the Buyer could or might be liable to be dispossessed of the same and that no patent, trademark or copyright has been infringed by the manufacture or supply of the goods.
  15. Supplier’s Indemnity (Injury, Damage, etc from Supplier’s Work). The Seller shall, without limitation, indemnify the Buyer for any loss, damage, expense, claim or liability suffered or incurred by the Buyer, as a result of a breach of any of the warranties contained in these terms and conditions, except to the extent that the Buyer personnel is proven to contribute to the liability. Notwithstanding the previous paragraph, and without limiting the generality thereof, the Seller shall repair or replace, at the Buyer’s option, all Goods and/or Services which are or become defective or otherwise fail to comply with all warranties contained in these terms and conditions within 7 (seven) days of notification of such a defect or failure from the Buyer. Such repairs or replacements shall be subject to the warranties contained in these terms and conditions and the liabilities contained therein.
  16. Insurance If the Supplier, either as principal or by any agent or employees, enter upon any premises or property of or in the possession of the Buyer in order to do any work or perform any obligation hereunder, including but not limited to construction, erection inspection, delivery, servicing or repairing, the Supplier hereby indemnifies the Buyer and shall save and hold the Buyer harmless at all times hereafter from and against all liability, claims and demands on account of personal injuries including death, or property loss or damage to others (including Supplier and employees and invitees of Supplier and of Buyer) arising out of or in any manner connected with the performances of such work or a supplier of the Supplier, or employees or invitees of either of them and the  Supplier shall at his own expense defend any and all actions based therein  and shall pay all legal costs and all other costs and expenses arising there from. The Supplier shall also procure and carry the insurance of employees on such work that maybe required by any Workmen’s Compensation Legislation or similar liability Government Legislation. The Supplier shall procure and maintain such other insurance in connection with such work as the Buyer may specify.
  17. Buyer’s Right to Cancel. The Buyer shall have the right to cancel this Order or any part of the Order at any time and in the event of such cancellation the Buyer’s liability shall be limited to actual expenditures incurred by the Supplier on this Order. The Buyer shall also have the right to cancel this Order if the Supplier’s rights hereunder are assigned to another party without the written consent of the Buyer or in the event that the Supplier becomes insolvent or makes an assignment for the benefit of creditors or being a company is wound-up or has a liquidator or provisional liquidator appointed or makes any arrangement or compromise with its creditor generally or is placed under official management or has a receiver appointed to the whole or any part of its assets or property
  18. Supplier’s. Indemnity (Third Party Claims, etc). The Supplier hereby indemnifies and will at all times hereafter keep indemnified the Buyer, its invitees, agents or lessees against all loss, liability, damage, costs, actions, demands and suits whatsoever (including in the case of litigation, legal cost and disbursement) arising out of or suffered or incurred in connection with: a) any claim for injury to any person or property caused in whole or in part by an act or omission whatsoever by the Supplier or its agents or employees while executing this Order or making a delivery hereunder, b) any claim with respect to any of the goods or arising out of a defect in the goods or arising from any claim of unfair competition or any adverse claim or statutory or non-statutory rights, or c),any litigation pursuant to any claim referred to above. The Buyer shall give the Supplier reasonable notice of the commencement of any such litigation.
  19. Packing. The Goods shall be properly packed to avoid being damaged during delivery or loading and unloading. All packing will be clearly labelled with the Order number. No charge or packing cost shall apply unless expressly incorporated on the Order. Packing slips showing the relevant Purchase Order Number must accompany all deliveries.
  20. Goods in Transit; Insurance of goods in transit to destination shall be the responsibility of the Supplier unless otherwise stated in the Purchase Order.
  21. General. Where goods supplied are manufactured by the use of Tools, Dies, Patterns, Templates or Drawings, such Tools, Dies, Patterns, Templates or Drawings supplied by the Buyer are acknowledged by the Supplier to be the property of the Buyer and the Supplier shall therefore :
    1. Not at any time use such Tools, Dies, Patterns, Templates or Drawings, etc., for the    purpose of manufacturing goods for supply to any other company or person unless expressly authorized so to do by the Buyer.
    2. Return such Tools, Dies, Patterns, Templates or Drawing, etc, immediately upon being so requested by the Buyer.
    3. Not any time disclose any commercial or technical details of product or manufacturing techniques of the Buyer to another party and shall keep such material confidential.
  22. Sub-Contract Terms and Conditions shall Apply. Where this Order relates not only to the supply of goods but also to the carrying out of works upon a site additional terms and conditions to the Buyer’s Order terms and conditions shall also apply. A copy of the Buyers additional standard set of sub-contract conditions is available upon request at the Buyer’s registered office.
  23. Non-Waiver by Buyer. Waiver by the Buyer of any specific fault or defaults by the Supplier or failure of the Buyer to cancel this Order or any part thereof when a right to do so arises shall not constitute a waiver by the Buyer of any of the conditions of this Order save and except such defaults as are specifically waived and then only in respect of the actual defaults in respect of which such waiver is given. In the event of payment for the goods before receipt thereof by the Buyer such payment shall not constitute a waiver of any rights or claims which the Buyer might have arising out of or in connection with inspection of the goods after receipt or otherwise.
  24. Governing Law. The agreement constituted by the acceptance of this Order shall be construed and take effect in all respect and for all purposes in accordance with the law from time to time in force in the Buyers legal domicile or jurisdiction which shall be deemed to the proper law of this agreement.