The terms specified below shall apply to any quotation or other proposal by Agro Santara Indonesia (hereinafter: “Agrosantara”) for the sale of goods (hereinafter: “Goods”) and to any sale of Goods or other transaction with respect thereto by Agrosantara except where the final shipping destination of the subject matter Goods is within the borders of Indonesia. An order of Goods shall not be binding on Agrosantara unless such order is approved in writing by both Agrosantara and the buyer (hereinafter: “Buyer”) (hereinafter: “Order”).

Agrosantara acceptance of Buyer’s Orders is expressly contingent upon these Terms and Conditions of Sale. This agreement and the attachments hereto constitute the full and complete agreement with respect to the terms and conditions of any sale between the Buyer and Agrosantara, and cannot be changed or terminated orally. Any change shall not be valid unless made in writing and signed by the Parties.

The shipping terms of the Goods are FOB/CNF/CFR destination country, unless otherwise determined, in writing, between the Parties.

Apart from the foregoing, the responsibility for the Goods will be transferred to the Buyer in accordance with the terms used in the delivery of the goods referring to Incoterm 2021. Without prejudice to the above, the Goods will remain the sole ownership of Agrosantara, until full payment in respect of that. For the removal of doubt, full payment as stated above means the actual receipt by Agrosantara of the applicable payment.

Buyers are fully responsible for all expenses such as duties, taxes, fees and other charges outside the country of origin.

The seller is responsible for the documentation required to export to the buyer’s country and the buyer is responsible for obtaining all import permits. Agrosantara is not responsible for delays caused by Buyer’s failure to clearance goods in buyer’s country.

Buyer agrees not to export or re-export goods or technical data provided by Agrosantara except with written consent, in writing, from Agrosantara and subject to the requirements set by Agrosantara.

The price of the goods is as specified on the order form. This price does not include various costs that are the responsibility of the Buyer as determined above. Buyers only make payments to accounts in the name of CV. Agro Santara Indonesia, other than payments sent to accounts not recognized by Agrosantara. Payment by the buyer is fulfilled after the Fixed Rate is issued and the Export process will not continue until the payment is fulfilled by the buyer. The buyer agrees that all forms of payment for the shipment that have been given to Agrosantara are non-refundable. Payment terms must be as specified below or adjust as agreed by both parties.

1. T.T : payment should be completed in advance 70% and the rest when the good is stuffing
2. L/C : payment should be completed in advance 50% by T.T and the rest when the good is stuffing by L/C
3. L/C : payment should be completed in advance 100% by L/C

Each shipment, Agrosantara has the right to choose a shipping agent depending on the terms used in reference to Incoterm 2021. Regardless of the above, if the Buyer is in a state of default in connection with any of the terms or conditions of this agreement or what agreement also with Agrosantara, Agrosantara may, if so chooses, suspend further deliveries below until the default is corrected or it can, without prejudice to any other remedy, further obtain the implementation of this agreement. Agrosantara can also revoke any credit or change the payment terms provided to the Buyer for any reason, and after that Agrosantara can ask the Buyer to pay in cash before delivery or to provide security that Agrosantara finds satisfactory, and Agrosantara can hold delivery until the payment is received or secure.

(a) Agrosantara shall be responsible, for the period of one week from the date of arrival, for the replacement or repair, as it shall choose, of any product of the Goods (hereinafter: “Product”) which, upon examination by Agrosantara, shall be determined by Agrosantara as having a defect which causes the Item to be unsuitable for reasonable use, provided that the said defect is the result of faulty production or use of poor quality materials, and further provided that the Buyer reported to Agrosantara of said defect immediately upon learning thereof.

(b) The Agrosantara Guarantee, as stated in subsection (a) above, furthermore relies on the product being sold professionally and in accordance with Agrosantara’s instructions and maintained in accordance with Agrosantara’s maintenance instructions, and on no improper or improper use, and no repairs of any kind have been made except by Agrosantara or with Agrosantara’s approval, in writing. Agrosantara is responsible for any defects or damages that arise from Agrosantara’s mistakes. Agrosantara’s warranty is only limited to returning the item or its replacement, as mentioned above, and is limited to the cost of the product only. Notwithstanding the foregoing, it is hereby clarified that Agrosantara’s guarantee does not include re-import and shipping costs related to replacement goods. Furthermore, Agrosantara’s is not responsible for any damage, expense or loss of any kind and nature caused directly or indirectly by the Buyer or the delivery company, and will not – in the case of product replacement – bear the cost and/or are not required to perform any work required. necessary to allow replacement of defective products. It is expressly agreed that this restoration will be the sole and exclusive remedy for the buyer. In no event shall either party be responsible for costs, losses, expenses, special, indirect, or consequential damages arising directly or indirectly from the use of materials / goods / goods, whether based on guarantees, agreements, negligence, or strict responsibility.

(c) Agrosantara neither makes nor intends nor authorizes any other warranties, either express or implied, and it expressly excludes and disclaims all implied warranties of merchantability and fitness for a particular purpose. Buyer assumes all risks and liabilities resulting from the use of any goods delivered hereunder in any processes.

Agrosantara may deliver the Goods at schedules which may vary, unless otherwise determined in advance, in accordance with the production and the state of the inventory in its warehouse. Agrosantara can retain ownership of the Goods and / or parts thereof, whether considering this matter has or not, to guarantee the payment of the amount due to the Buyer, either as consideration for goods, with consideration of other goods, or for other reasons.

Should any delay or interruption in the performance and completion of Agrosantara’s obligations occur due to any cause beyond Agrosantara’s control, such as an act of God, war, terrorism, act of government, fire, flood, earthquake, interruption of transportation or shipping, or other calamity, or due to any strike or labor troubles, sabotage, riots or insurrection, then the specified delivery dates shall be extended to permit Agrosantara adequate time to fulfill the obligations of the agreement. 

Should any terms or conditions of this agreement be breached by Buyer, or should any proceeding affect the business of Buyer, or, at Agrosantara’s discretion, may have a material adverse change occurs in Buyer’s business or payment ability, then with regard to the whole or any part of this agreement, Agrosantara may, without prejudice to any other legal remedy, terminate the agreement. 

The Parties hereby agree that any dispute shall be settled through friendly negotiations. In the event that no settlement can be reached within 30 days, the dispute shall be subject to binding arbitration in accordance with the Arbitration Law and Regulations. Written notice of demand for arbitration may be filed by either party with the other party. In the absence of consent between the Parties with respect to the arbitration within 7 days, it shall be appointed by the Chairman of the Bar Association upon a request of wither party. Without derogation from the above, the court having the sole and exclusive jurisdiction shall be the court in Indonesia.