General Purchase, Service And (Sub) Contracting
Conditions of StahlGeneral Purchase, Service And (Sub) Contracting
Conditions of PT Stahl Chemicals Indonesia,
incorporated in Indonesia with its registeredoffice at Ruko Madrid Palem Semi Jl. Palem Raya
Selatan No. 7, Panunggangan Barat, Cibodas,
Tangerang, Banten.
1. Applicability
1.1 These General Purchase, Service and (Sub)Contracting
conditions(hereinafter:
General Purchase Conditions) in all cases
apply to all enquiries, offers, quotes andagreements whereby PT Stahl Chemicals
Indonesia, and/or the legal entities andcompanies with which it is organizationallyaffiliated in a group or their legal
successor(s) relying on these, hereinafter:'STAHL', acts and/or act as the purchaser(s)of goods and products and/or as the party or
parties commissioning the performance ofactivities or services (hereinafter to bereferred to as the ‘Agreement’).
1.2 The articles 1 up to and including 19 of these
conditions apply to all offers made to andagreements concluded with STAHL as well as
to any agreements arising from these. If
those offers or agreements (also) relate tothe (sub) contracting of work and/or the
performance of services, the articles 20 up
to and including 23 of these conditions (also)
apply.
1.3 Any derogations from and/or additions tothese General Purchase Conditions will havebinding effect only if and to the extent thatwritten confirmation of these has been sent
to the Contracting Party by an authorized
representative of STAHL.
1.4 In these General Purchase Conditions'Contracting Party means: any person orlegal entity which has concluded, or wishes
to conclude, an Agreement with STAHL for,or in connection with, the sale and/or the
supply of items and/or activities within themeaning of STAHL's business operations, andin addition to these, its agent(s), authorized
representative(s) and successor(s) byparticular or universal title.
1.5 The applicability of any general terms andconditions of sale, delivery conditions,conditions of contract, conditions for theprovision of services and/or other generalterms and conditions, whatever named,
applied by the Contracting Party are
expressly rejected by STAHL.

1.6 In these General Purchase Conditions “inwriting'
includeselectronic
datainterchange, such as an e-mail.
1.7 STAHL is entitled to one-sidedly amend these
General Purchase Conditions. Any changes
shall enter into force eight (8) calendar days
from the date on which the amended
conditions have been sent to the Contracting
Party by STAHL. STAHL is furthermore
entitled to dissolve or terminate, as the casemay be, any Agreements between STAHL and
the Contracting Party, if the Contracting
Party does not consent to the amended
conditions.
1.8 No rights whatsoever are to be derived fromthe headings, or subheadings, used in these
GeneralPurchase
Conditions.
The
subheadings do not alter the independent
contents and applicability of each article
and/or paragraph, as used in these General
Purchase Conditions.
1.9 To the extent that these General Purchase
Conditions have also been drawn up in alanguage other than English, the meaning of
the English text shall at all times prevail inthe event of a dispute regarding theinterpretation of any provisions or terms inthese General Purchase Conditions.
1.10 The provisions of the International Chamberof Commerce in Paris (Incoterms 2020) apply
by analogy to these General Purchase
Conditions, to the Agreement and to any
Agreements arising from these.
2. Offers, orders and formation of theAgreement
2.1 If an enquiry submitted by STAHL is followedby an offer from the Contracting Party, suchoffer shall remain valid for a period of 6 (six)month. STAHL's enquiry as referred to in thisarticle 2.1 has no binding effect and merely
represents an invitation to treat.
2.2 Any Agreement as well as any amendments
or additions to these between STAHL and theContracting Party shall be deemed to havebeen formed only after (i) the signing of an
Agreement by both parties, (ii) in themanner specified in article 2.4 of theGeneral Purchase Conditions, (iii) the
acceptance in writing of a representative of
STAHL duly authorized for that purpose or(iv) - notwithstanding the provisions of the
final full sentence of article 2.1 above - theimmediate, unconditional and written2

acceptance of an order by a Contracting
Party (v) orally if and to the extent that theoral Agreement concerned has been
confirmed in writing by a representative of
STAHL duly authorized for that purpose. In
the cases listed in (i) and (ii) the contents of
the Agreement and of these General
Purchase Conditions shall be deemed toconstitute a full and correct representationof the conditions and the provisions of thedelivery or the deliveries. In the casementioned in (iii) the contents of the offer,to the extent that the offer concerned has
beenconfirmed
inwritingbyarepresentative of STAHL duly authorized forthat purpose, and the General Purchase
Conditions shall be deemed to constitute afull and correct representation of theconditions and the provisions of the delivery
between the parties, in the case mentionedin (iv) the contents of the offer and theGeneral Purchase Conditions shall bedeemed to constitute a full and correct
representation of the delivery, while in thecase mentioned in (v) the contents of thewritten confirmation and these General
Purchase Conditions shall be deemed to fully
and correctly reflect the Agreement
between the parties. This article 2.2 also
applies to any additional work, with theproviso that an Agreement and any
amendments and additions to it shall beformed and/or be binding only, if and to theextent that such additional work has been
confirmed in writing.
2.3 Any Agreement as well as any amendments
or additions to these between STAHL and theContracting Party will be made in two
languages, namely English and Indonesian,where the meaning of the Indonesian text
shall at all times prevail in the event of adispute regarding the interpretation of any
provisions or terms in the agreement.
2.4 In the event of framework agreements an
Agreement shall be formed each time thewritten confirmation for performing a partof the contract within the context of theframework agreement is sent by arepresentative of STAHL duly authorized forthat purpose.
2.5 The Contracting Party shall return an
Agreement it has been sent by STAHL to thelatter unaltered and signed within (3) threeworking days from the date of despatch of
the Agreement. If the Contracting Party fails

to return the Agreement within the period
mentioned above and does not object to its
contents within that same period in writing,or if performance of the Agreement has
already commenced, the contents of theAgreement shall in that case be deemed tohave been accepted and an Agreement shallbe deemed to have been formed subject tothe conditions mentioned in the Agreement
and subject to the applicability of these
General Purchase Conditions.
2.6 If during the performance of the Agreement
use is made of drawings, models,
specifications,
instructions,inspection
regulations and the like which have been
made available by STAHL or have been
approved by it, these shall form part of theAgreement.
2.7 An Agreement may be amended only withthe prior written consent of STAHL and if, in
STAHL's view, such is permitted by thecircumstances, such as the planningenvisaged by STAHL and its principal. STAHL
reserves the right to charge the Contracting
Party for the costs arising from any changes
made at the Contracting Party's request,
including costs incurred in connection withadjusting the work schedule.
2.8 If an Agreement is entered into by two or
more Contracting Parties, they will bejointly and severally liable and STAHL will beentitled to full performance of the entire
contract by either of them.
2.9 Any agreements made with or undertakingsgiven by employees of STAHL shall have nobinding effect on STAHL, except if suchagreements or undertakings have been
confirmed in writing by a representative of
STAHL duly authorized for that purpose.
2.10 Immediately after receipt of STAHL's order
the Contracting Party shall check theconsistency, the completeness and thecorrectness of the order concerned. Before
performance of the Agreement Contracting
Party must inform STAHL without delay if itsuspects or should suspect that the ordercontains any errors and/or omissions. Sucherrors may at all times be rectified by
STAHL.
2.11 Unless otherwise agreed in writing, any costs
incurred by the Contracting Party for making
an offer shall not be reimbursed by STAHL
and no damages or any other form ofcompensation shall at any time be owed by
STAHL if negotiations with STAHL are broken

3off, regardless of the stage to which they
have advanced.
2.12 The Agreement and these General Purchase
Conditions represent the entire contents ofthe parties' rights and obligations and takethe place of all earlier oral and written
arrangements,
agreements
and/orrepresentations made between the parties.
In the event of a conflict between theprovisions of the Agreement and these
General Purchase Conditions, the provisionsof the Agreement shall prevail.
3. Prices
3.1 The prices mentioned in the Agreement are
fixed and binding, they are exclusive of tax
on goods and services and any delivery costs(subject to article 4). STAHL shall not be
responsible for any costs or expenses that are
not agreed upon in the Agreement.
3.2 Payment for the total costs of the items andgoods to be delivered and/or the related
services to be provided shall be a fixedamount, to be determined in advance and inwriting by the parties.
3.3 Any costs arising from additional work may
be charged for by the Contracting Party only,
to the extent that STAHL has in advanceagreed in writing to such additional work
being carried out.
3.4 Any price increases and other cost-increasing
circumstances are and shall remain for theContracting Party’s account, including after
the conclusion ss of the Agreement andregardless of the time that has passed
between the date of the conclusion of theAgreement and its performance.
3.5 Any currency differences arising between the
moment of the offer and the conclusion of
the Agreement or the moment ofdelivery/invoicing, shall not have an effecton the price.
4. Delivery
4.1 Unless agreed otherwise, delivery shall be
DDP (Incoterms 2020), unloaded alongside
the means of transport in the location
designated by STAHL.
4.2 If the parties have agreed to different
delivery terms and if Contracting Party
arranges the transport, or causes transport
to be arranged, the risks of loading andunloading shall at all times be for theContracting Party.

4.3 Each delivery shall be accompanied by adocument
containing
thefollowing
information: a description of the goods
delivered, the quantity and/or the number ofthe goods delivered, the order number, thecountry of origin, the nett/gross weight per
package and in total, the batch numbers),
the customs tariff number, the documents
prescribed by law and the productinformation (the “Material Safety Data
Sheets”).
4.4 The moment of delivery shall be the moment
the purchased item is delivered and takendelivery of by a person with STAHL who has
been authorized for that purpose, by signing
the consignment note.
4.5 Delivery/handing over by the Contracting
Party shall take place at the location
designated by STAHL, promptly at the agreed
hour or within the agreed period. If nodelivery date has been mentioned by STAHL
in the order, but if, on the other hand, adelivery period or a deadline for delivery has
been mentioned, such period shallcommence on the day the Agreement wasformed.
4.6 The agreed delivery period and/or period for
performing the work represent strict
deadlines. By exceeding the delivery period
and/or the period for performing the work,
the Contracting Party will be in default by
operation of law and shall be liable for all
damage suffered by STAHL as a result of thedelivery period and/or the period for
performing the work being exceeded.
4.7 If goods are delivered to the wrong locationby the Contracting Party, any costs fordelivery at the agreed location shall be borneby the Contracting Party.
4.8 STAHL bears the risk for the items and/or
goods from the moment the goods/items arereceived by STAHL.
4.9 Performing the Agreement shall also betaken to mean delivering any related
appliances as well as all corresponding
documents, drawings, quality certificates,
inspection certificates and guarantee
certificates.
4.10 If a model, sample, example or specification
has been shown or provided by theContracting Party, the items, goods and/or
work shall be delivered/completed inaccordance with the model, sample,
example or specification shown or provided.
In principle the qualities and properties of4the items to be delivered/the work to be
performed cannot differ from the model,
sample, example or specification.
4.11 Taking delivery of the items/goods and/or
payment for the items/goods or the work
performed does not imply acceptance of
these.
4.12 The consignment note must be signed upondelivery of the items by a STAHL employee
who has been authorized for that purpose.
The STAHL employee signs the delivered
order in confirmation of the number of
items/goods delivered and while doing so
will point out any defects present at firstsight. If upon closer inspection it appears
that all or part of the delivered order has notbeen delivered in accordance with theagreed specifications — with the exception of
the warranty provisions as set forth in article
8 below — STAHL will be entitled to reject allor part of the order and to dissolve theAgreement. STAHL shall notify theContracting Party of this in writing withineight (8) working days. Any damage resulting
from this shall be for the Contracting Party’s
account.
4.13 As soon as the Contracting Party knows orshould know that supply and/or delivery will
not be performed, or not in time or notproperly, it shall at once notify STAHL of thisin writing, stating the circumstances thathave given rise to this non-performance.
4.14 Without prejudice to the provisions of article
20, the parties shall consult with each other,when a situation such as the one referred toin article 4.13 arises, if, and if so, in whatway, the situation that has arisen may yet be
resolved to the satisfaction of STAHL.
4.15 The Contracting Party is not entitled toperform the Agreement in parts, unlessagreed otherwise in writing.
4.16 If STAHL requests the Contracting Party topostpone the delivery, the Contracting Party
shall for its own account store, preserve,
safeguard and insure the items/goods,
properly packed, separately and clearly
identifiable.
5. Transport and Risk
5.1 If no further instructions have been provided
by STAHL, the manner of transport, shipping
and the like will be determined by theContracting Party as a good Contracting
Party. The goods must be packed and marked
correctly, in accordance with Indonesia andinternational regulations. STAHL will beentitled to refuse acceptance of a shipment
if the packaging fails to meet the conditionsof this article 5.1.
5.2 Transport of items/goods shall be entirely at
the Contracting Party's risk until the momentof receipt of the items/goods by STAHL. The
Contracting Party shall take out proper
insurance against this risk. Transfer takes
place through signing of the consignment
note by a STAHL employee authorized forthat purpose.
5.3 Any specific wishes on the part of STAHL
regarding transport and/or shipment shall at
all times be complied with, without theContracting Party being entitled to increase
its prices or charge extra for this, unless
those specific wishes are unreasonable,
given the nature and the amount of the extra
costs.
6. Approval, Permission
Any approval or permission, implicit orotherwise, granted by STAHL to the Contracting
Party shall not release the Contracting Party
from its obligations under the Agreement, norshall it have an effect on the Contracting Party's
responsibilities, nor shall it signify any waiver ofrights by STAHL.
7. Payment
7.1 Payment will be made within the period
specified in the Agreement, but in the eventthat delivery has been postponed inaccordance with article 4.13 Error Reference
source not found., within that same period
following the time of the actual delivery, allthis on the condition that the delivered items
and/or the work performed and/or
completed meet the specifications as
referred to in article 8.
7.2 In the event that work is performed, aretention sums of five per cent (5%) of theagreed contract price is at all times
withheld.
7.3 Invoices without a correct purchase ordernumber will not be considered. The
Contracting Party is not entitled to add a socalled late payment surcharge to the invoice.
7.4 Unless agreed otherwise in writing, paymentof an invoice as referred to in 7.1 of thisarticle will be made by transferring theamount due to a bank account or giroaccount designated by the Contracting Party.

5

7.5 STAHL is at all times entities, before
payment is made, including in the case of
payment upfront or payment in instalments,
to demand the furnishing of adequate
security, at STAHL's discretion, regarding
performance of the Contracting Party’s(remaining) obligations. In the event of theContracting Party refusing to furnish therequired security, it shall be in default
without notice of default being required,following which STAHL will be entitled todissolve the Agreement, without prejudice to
STAHLs right to demand compensation,
including compensation for costs incurredand lost profits.
7.6 Without prejudice to the rights, or rights ofsuspension, to which STAHL is entitled under
the law, it will at all times be entitled tosuspension, if the Contracting Party fails, oris likely to fail, in the performance of its
obligations, regardless as to whether it
concerns an attributable failure.
7.7 STAHL shall have the right to withhold fromany amounts due and payable to theContracting Party under this Agreement all
taxes as shall be required to be withheld by
STAHL under all applicable laws.
7.8 Payment by STAHL shall not discharge theContracting Party from any warranty or
liability arising from the conditions, theAgreement or the law.
7.9 Payment by STAHL does not in any way
constitute a waiver of any rights.
7.10 STAHL is at all times entitled to offset theamount of the invoice either in full or in partagainst any amounts that may be owed to
STAHL by the Contracting Party and/or bycompanies and undertakings affiliated with
the Contracting Party. STAHL is furthermore
entitled to offset any amounts owed by theContracting Party to any companies andundertakings affiliated with STAHL against
any amounts that may be owed to theContracting Party by STAHL. To the extent
that any permission from the Contracting
Party is required, such permission shall bedeemed to have been unconditionally andirrevocably granted to STAHL.
8. Warranties and Indemnities
8.1 Without prejudice to its liability under the
Agreement, the Contracting Party shallwarrant for a period of twenty-four (24)months from the date of delivery and/or
completion that the goods supplied:a. suit the purpose they are intended for, as
it is revealed by, or should have been
revealed by, the nature of the delivery,
and that the goods furthermore have all
the characteristics and are of the qualitythat STAHL may reasonably expect;b. fully comply with and typically meet therequirements as set forth in the productspecifications, drawings, samples, orders
and/or other requirements specified in
the Agreement;c. comply with the applicable requirements
under Indonesia laws and regulations andthose of any other country, as well as withthe environmental, safety and quality
standards applicable within the sector, allof these as they are in force at the time of
the conclusion and the performance of theAgreement; andd. areofgoodquality,properly
manufactured and free from defects,
including defects in the composition,
production, assembly, the design and thematerials used and free from construction
and manufacturing defects, and that they
are in accordance with the agreement;e. do not infringe the intellectual property
rights of third parties.
8.2 The Contracting Party shall furthermore
warrant that it will make sure that thepersons and servants or agents engaged by itin the performance of the Agreement will act
in line with the STAHL Business Partner Codeof Conduct, which may be viewed at:https://www.stahl.com/corporateresponsib
ility/procurement.
8.3 The Contracting Party shall indemnify STAHL
and hold it harmless from and against all
damage, costs or expenses, including, but
not limited to, the reasonable costs forengaging the services of advisers such as alegal expert, as a consequence of and/or in
relation to the non-performance, late
performance or improper performance by
the Contracting Party of its obligations underthe Agreement.
8.4 Without prejudice to STAHL's other claims,
the Contracting Party shall repair all defects
to the items/goods and/or the work
performed during the warranty period
without delay, but no later than within five(5) working days, for and in consultation with
STAHL or, at STAHL's discretion, replace the6defective items or all or part of the work
performed. Following delivery or handing
over of the items that have been replaced or
repaired, the warranty period for those
goods shall commence anew. STAHL reserves
the right to inspect the items or the workthat have/has in that case been renewed,
replaced or improved.
8.5 The Contracting Party shall bear the fullcosts of repairing the defects or replacing
the items/goods and/or the work performed.
Among these shall be the costs of putting theitems/goods into service again after having
been repaired or replaced. If theitems/goods and/or the work form/forms
part of a larger project, the costs of puttingthat larger project into service again shallalso be borne by the Contracting Party.
8.6 As long as the defective items/goods and or
the work have/has not been repaired or
replaced by the Contracting Party, STAHL
will be entitled to wholly or partly suspend
payment for these items and to demandalternative and/or additional compensation.
8.7 If the Contracting Party does not to thesatisfaction of STAHL meet its obligations as
referred to in article 8.4 within theprescribed period, or if it can reasonably be
assumed that the Contracting Party will not,not in time or not properly carry out the
repairsor
makethe
replacements
concerned, STAHL will be entitled, without
prejudice to its other rights, to carry out
those repairs or make those replacements
itself, or have this done by third parties, at
the Contracting Party’s expense.
9. Quality, Inspection
9.1 Any tests, inspections and/or trials of theitems/goods and/or the work performed by
STAHL or by any persons or bodies designatedby it for that purpose, may be performed
both prior and during or after the
performance of the Agreement.
9.2 If ISO:9001:2015 certification or similar
certification has been obtained by theContracting
Party, thelattershall
furthermore grant permission to STAHL tocheck the Contracting Party's procedures in
the field of quality control. The Contracting
Party shall do all that is reasonably possible
to continue meeting the standards
concerned.
9.3 The costs of such tests, inspections and/or
trials shall be borne by the Contracting
Party.

9.4 Irrespective of any approval being granted,
the items/goods and the work performed
shall nevertheless remain for the Contracting
Party’s account and risk. Any inspection orapproval shall not release the Contracting
Party from any warranty or liability, asarising from the conditions, the Agreement
or the law.
9.5 If the tests, inspections and/or trials carriedout prior to, during or after the performanceof the Agreement result in a full or partial
rejection,
STAHL
shall
informtheContracting Party of this in writing, or have
the Contracting Party informed thereof.
9.6 In the event of the items/goods and/or thework being rejected during or after delivery
and/or after performance of the work, therisk with respect to the rejected items andthe work performed shall remain with theContracting Party.
10. Confidentiality
10.1 The Contracting Party undertakes tomaintain confidentiality regarding all
confidential information, all business andother information and all data, includingcommercial and technical data, that have inany way become known to it or been
disclosed to it. The Contracting Party shallwithin the context of the Agreement take all
possible precautions for the purpose ofprotecting the interests of STAHL and its
customers.
10.2 The information referred to in article 10.1
shall be kept confidential from third parties
by the Contracting Party and shall not be
disclosed or multiplied, unless written
permission to do so has been obtained fromSTAHL. If for the purpose of performing theAgreement the Contracting Party has toprovide the information that has been
provided to it to its employees or to agentsor other third parties involved in theperformance of the Agreement, theContracting Party shall make sure that its
employees and/or these agents or otherthird parties will observe the duty ofconfidentiality arising from this Agreement,
before taking note of the information madeavailable by STAHL.
10.3 The Contracting Party shall not, without
STAHL's prior written permission, give
publicity in any form whatsoever to theperformance of the Agreement, nor, further
thereto, maintain any direct or indirect7contacts with STAHL's or the Contracting
Party's customers.
10.4 The Contracting Party acknowledges andagrees that breach of the prohibition, orderor guarantee set forth in this article would
cause irreparable injury to STAHL for whichmoney damages would be an inadequate
remedy. Accordingly, the Contracting Party
further acknowledges and agrees that STAHL
shall be entitled to specific performanceand injunctive and other equitable relief
from the breach or threatened breach of any
article of the Agreement in addition to andnot in limitation of any other legal or
equitable remedies which may be available.
10.5 The duty of confidentiality shall remain inforce once the Agreement has ended.
10.6 If a separate non-disclosure agreement has
been agreed with the Contracting Party, thisarticle 10 will be cancelled and the contentsof the separate non-disclosure agreement
will enter into force.
11. Assignment and Outsourcing
11.1 The Contracting Party shall not assign,transfer or encumber any of its rights,
interests and/or obligations under the
Agreement to third parties, without STAHL's
prior written permission.
11.2 The Contracting Party is not entitled withregard to the performance of its obligations
under the Agreement to wholly or partly put
another party in its place or to wholly or
partly outsource the delivery and/or the
performance of the work to one or more
third parties, without STAHL's prior written
permission.
11.3 In the event that STAHL grants permission
for any of the acts described in article 11.1
and article 11.2 above, it is entitled to grantsuch permission subject to certain
conditions. A full or partial substitution
and/or outsourcing shall not affect theContracting Party's responsibility for the
performance of its obligations under the
Agreement.
11.4 In urgent cases and, furthermore, if,following consultations with the Contracting
Party, it may reasonably be assumed thatthe latter cannot and/or will not perform its
obligations under the Agreement, or not intime or not properly, STAHL will be entitledto demand that the Contracting Party will
outsource all or part of the performance of
the Agreement to one or more third parties

to be appointed by STAHL, at theContracting Party's risk and expense. All thisdoes not release the Contracting Party fromits obligations under the Agreement.
12. Non-Compete Clause
Except with the prior written permission fromSTAHL the Contracting Party shall refrain fromeither directly or through the intermediary ofthird parties making any quotes and/or offers to
STAHL's customers in all regions where STAHL
provides its products and/or services inconnection with the Agreement for 5 years after
the termination of the Agreement.
13. Aids
13.1 All aids, such as drawings, calculations,models, moulds, dies and tools which areprovided by STAHL to the Contracting Party
for the performance of an Agreement or
which the Contracting Party has specificallymade, or caused to be made, within thecontext of the Agreement with STAHL, will
under all circumstances remain or become
the property of STAHL, regardless as towhether or not payment has been made forthese.
13.2 All aids and all copies manufactured of thesemust be made available to STAHL or be
returned to it as soon as a request to that
effect is made.
13.3 As long as the aids are in the possession of
the Contracting Party, these must be
provided by the Contracting Party with anindelible mark, by which they are identified
as the property of STAHL. The Contracting
Party shall point out STAHL's right ofownership to any third parties wishing toseek recovery from these aids.
13.4 The Contracting Party shall use the aids
referred to in this article for the sole
purpose of carrying out deliveries andperforming work for the benefit of STAHL
and shall not show these to, or use them forthe benefit of, third parties, unless STAHL
has granted its express written permission to
do so. The Contracting Party shall bear therisk of loss or damage and is under anobligation to take out insurance for them for
its own account.
14. Liability
14.1 The Contracting Party will be in breach ofcontract towards STAHL if the items
delivered and/or the work performed fail to8meet the agreed specifications andwarranties and if, in the performance of thework, the Contracting Party acts in a manner
which a good contracting party, equippedwith normal professional know-how andacting with due care, could have and shouldhave avoided and, after having been
declared in default in writing by STAHL,
does not remedy the breach within areasonable time limit set by STAHL.
14.2 The Contracting Party shall be liable for all
direct and/or indirect damage suffered by
STAHL or any third parties as a result of abreach of contract or an unlawful act on thepart of the Contracting Party, its employeesor those involved by it in the performance of
the Agreement.
14.3 The Contracting Party shall indemnify STAHL
and hold that party harmless from andagainst all claims from third parties forcompensation of any damage suffered,including penalties, and shall on STAHL's
request effect a settlement with those third
parties or defend itself in court against
claims such as the ones referred to above,instead of or jointly with STAHL — all this at
STAHL's discretion.
14.4 For the purpose of this article staff andagents of STAHL are also regarded as third
parties.
14.5 The Contracting Party shall at its own
expense take out adequate insurance
against the liability as referred to in thisarticle, in such a way that any damage
suffered by STAHL as a result of the acts andomissions on the part of the Contracting
Party and/or third parties engaged by it will
be covered. If STAHL should so require, theContracting Party shall allow STAHL toinspect the relevant insurance policy
documents. In those policy documents
STAHL must be listed as the co-insured inrelation to the Agreement. The liability
insurance taken out by the Contracting Party
does not alter its liability under the
Agreement or the law.
15. Force Majeure15.1 If an event occurs outside the control of
STAHL (i) as a result of which performanceon the part of STAHL of its obligation(s) isdelayed, interfered
with
or
made
impossible, and if at that time STAHL had
not already failed to perform that obligationor those obligations, or if an event occurs
outside the control of STAHL (ii) that, in

STAHL's view, has a material and farreaching effect on its economic position, asa result of which, in STAHL's view,
performing the Agreement puts it under adisproportionately
heavy
burden(hereinafter: a 'Circumstance'), including,but not limited to:a. the circumstance of the Agreement
qualifying as a continuing performance
contract entered into for a period of one
year or more;b. a worldwide Economic Crisis (as definedin 15.3 below);c. a specific disruption in any of STAHL's
major (sales) markets;d. the cancellation by STAHL's customer of
STAHL's sales order, which the items to
be delivered and/or the work to be
performed by the Contracting Party
were intended to be used for by STAHL;
e. strikes, natural disasters, epidemics,
war, terrorist attacks, disruptions ininternet connectivity, the supply ofenergy and/or the supply of water, or;f. a national or international prohibition orother mandatory rule or statutory
limitation imposed by the authorities orother bodies on STAHL or on customers
in its markets, which either in whole orin part prevent and/or hamper the sale
and/or delivery by STAHL of its goods inthe market, or which have adisproportionately adverse effect on
STAHL's activities;
STAHL will be entitled to renegotiate theAgreement, without prejudice to any of its otherrights arising from the Agreement or the law,while the Contracting Party will be obliged togive its best efforts to reach agreement onamending and/or replacing the terms of theAgreement. During a Circumstance STAHL shallnot be liable for any damage and/or costs
resulting from the non-performance, the late
performance or the incomplete performance of
its obligation(s) under the Agreement.
15.2 STAHL shall without delay notify theContracting Party as soon as a Circumstanceoccurs and, where appropriate, submit arequest for renegotiations as referred to in
15.1 above (hereinafter: "Notification”).
15.3 A global economic crisis (hereinafter:"Economic Crisis') means an expected drop in
any calendar year or three per cent (395) or
more of the annual, total, percentage 'Real9

GDP World growth', as published by theWorld Bank, in the calendar year of the
Notification. The Economic Crisis is deemed
to have ended when the Real GDP World
growth is equal to or exceeds 0%.
15.4 Without prejudice to the provisions of thepreceding full sentence, STAHL will beentitled to dissolve the Agreement if (i) in
STAHL's view, itis to be expected that theCircumstance will not end within a period ofsix (6) months following the Notification or
if (ii) STAHL and the Contracting Party failto reach agreement within a period of sixty(60) days following the Notification about
amending and/or replacing the terms of theAgreement.
16. Termination and Dissolution
16.1 An Agreement which (also) includes theperformanceofcontracted
and/orsubcontracted work may not be terminatedprematurely by the Contracting Party,
unless with STAHL's prior, written
permission. The Contracting Party will inthat case be under an obligation to as muchas possible limit the damage caused to
STAHL as a result of such prematuretermination.
16.2 If the Contracting Party fails in theperformance of the Agreement between theparties, by not performing one or more of its
obligations under the Agreement or otheragreements arising from it, or not in time,or not properly, as well as in the case of (anapplication for) bankruptcy or a suspensionof payments, and in the case of a shutdown,
liquidation, dissolution, cessation or
takeover or any similar condition regarding
the business of the Contracting Party, or if
all or part of its assets are seized, before
judgment and otherwise, STAHL will beentitled, without any further notice ofdefault being required and without any
intervention by the court, to unilaterally
terminate all or part of the Agreement, bymeans of a written notification addressed to
the Contracting Party. In that case STAHL
will also be entitled to suspend its
obligations and/or to instruct third parties
to perform all or part of the Agreement,
without STAHL being obliged to pay any
compensation and without prejudice to anyof its further rights, including its right todemand full compensation for damage, costs
and interest.

16.3 All amounts owed to STAHL by theContracting Party, both now and in the
future, shall be due and payable withimmediate effect and in full, without
reduction or set off.
16.4 If the Contracting Party is declared bankrupt
or insolvent, STAHL will also be authorized
to give to the receiver, liquidator or otherperson as appropriate, the option of carryingout the work to deliver the Goods/Services
subject to his or her guaranteeing the due
and faithful performance of the Agreement
thereof. If the receiver, liquidator or otherperson as appropriate does not within the
period stipulated state that he or she isprepared to continue the Agreement, thereceiver, liquidator or other person as
appropriate in his or her turn cannot
demand performance of the Agreement
either. In the event that a suspension of
payments is granted to the Contracting
Party, the provisions of this paragraph apply
by analogy, with the proviso that “thereceiver, liquidator or other person as
appropriate” is replaced by “the Contracting
Party and the administrator”.
17. Industrial and Intellectual Property
17.1 Unless agreed otherwise in writing, STAHL
shall retain or acquire ownership of the
copyrights, as well as of all other rights ofintellectual or industrial property withrespect to all items/goods and services
developed and/or supplied by virtue of theAgreement, including any designs, sketches,
images, drawings, models, software andoffers, as well as the corresponding
preparatory design material. These items,
services and documents shall remain or
become the property of STAHL and must not
be copied, disclosed to third parties,
altered, multiplied or used in any other way
without its express consent. The Contracting
Party acknowledges and agrees that breachof the prohibition set forth in this article
would cause irreparable injury to STAHL for
which money damages would be an
inadequate remedy. Accordingly, theContracting Party further acknowledges andagrees that STAHL shall be entitled to
specific performance and injunctive andother equitable relief from the breach or
threatened breach of any article of theAgreement in addition to and not in

10

limitation of any other legal or equitable
remedies which may be available.
17.2 To the extent that the intellectual property
rights as referred to in 17.1 cannot betransferred and/or such transfer or delivery
could not take place, or not in full, for any
other reason, the Contracting Party
undertakes to render all possible assistancein order to have the envisaged transfer anddelivery take place after all.
17.3 The Contracting Party warrants that the use,
including the resale, of the items/goods
delivered by it or the aids purchased or
manufactured by it for the benefit of STAHL,
do not constitute a breach of any patentrights, trade mark rights, design rights,
copyrights or other rights of third parties.
17.4 To the extent that it should appear that the
intellectual property rights as referred to in
17.1 may not be transferred, or transfer
should prove impossible for another reason,
the Contracting Party hereby grants aworldwide, exclusive, sublicensable andperpetual licence or right of use, as the casemay be, in relation to these intellectual
property rights.
17.5 The Contracting Party shall furthermore
indemnify STAHL and hold that party
harmless from and against any claims arisingfrom the rights referred to in 17.3 and shallcompensate STAHL for all damage resulting
from any breach, including the cost of legal
assistance incurred by STAHL.
18. Privacy
18.1 If in the performance of the Agreement
personal data are processed by theContracting Party, these must be processed
properly and carefully and in accordance
only with the laws and regulations
applicable at that moment in the field of
data protection, including in any case the
Law Number 11 of 2008 concerning
Electronic Information and Transactions.
18.2 Any personal data which are obtained by theContracting Party within the context of theAgreement shall not be used for theContracting Party's own purposes, nor for
any purposes other than, or extending
beyond, what is reasonably necessary inorder to give effect to the Agreement,
unless prior written permission for this has
been given by STAHL.
18.3 If the Contracting Party acts in breach of thisarticle and/or the relevant laws andregulations in the field of data protection,
the Contracting Party shall indemnify STAHL
hold that party harmless from and against
any claims from third parties, and any
penalties from relevant authorities.
19. Applicable Law and Disputes
19.1 All offers, quotes, the Agreement and all
agreements arising from it are exclusively
governed by Indonesia laws and regulations.
19.2 All disputes arising out of or in connection
with the Agreement shall be finally settled
under the Rules of Arbitration of theInternational Chamber of Commerce (ICC')
in accordance with the Rules of Arbitrationof the ICC, in which respect it is noted that:a. the arbitral tribunal is made up of one(1) arbitrator;b. the arbitrator will be appointed by theICC;c. the place of arbitration is Singapore;d. the arbitration proceedings will be
conducted in English: ande. the arbitral tribunal will decide inaccordance with the rule of law.

(Sub) contracting / Contract
20. Obligations of the Contracting Party
20.1 The Contracting Party declares having
obtained all certificates, permits andapprovals required by law and (if applicable)
under the regulations applicable in the
sector for the performance of the work.
Copies of these shall be provided to STAHL
on request.
20.2 The Contracting Party is obliged to comply
with all relevant laws and regulations ofIndonesia.
20.3 The Contracting Party must:a. provide STAHL with a list of all theemployees who will be working on the
project as well as, on a one-off basis, foreach employee (before commencing hiswork) a copy of a valid ID and, on
request, wage statements;
b. provide STAHL with a man-hour’stimesheet, stating for each of theContracting Party’s employees his or her
name, address, postcode, place ofresidence, citizen service number, dateof birth and number of hours worked per
date;

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c. strictly comply with all obligations withrespect to the workers employed by theContracting Party;
d. strictly comply with all statutory
obligations related to employment andtaxation in Indonesia and subsequently
strictly comply with any applicablecollective bargaining agreements withcompany employees.
20.4 In the event that the Contracting Party has
not, or not yet, performed its obligations
arising from articles 20.1, 20.2, and 20.3 ofthese General Purchase Conditions, STAHL
will not be obliged to effect payment until
it has received the missing information andprocessed this information in its records
and /or until the Contracting Party has
performed its other obligations, if any. The
Contracting Party shall indemnify STAHL
and hold that party harmless from andagainst any penalties and/or sanctions
and/or claims for damages (such as loss of
income or claims from commissioning
parties, employees and/or third parties) on
account of a breach of the obligations
and/or statutory provisions set forth inarticles 20.1, 20.2, and 20.3 of these
General Purchase Conditions. STAHL may
seek recovery from the Contracting Party
for the full amount, plus the statutory
interest from the date of payment by
STAHL.
20.5 If the Contracting Party and/or the third
parties whose services have been engaged
by it are no longer able to meet their
obligations under the law, the Contracting
Party shall notify STAHL of this within threeworking days from the moment the inability
to pay arose, failing which the Contracting
Party will be in default towards STAHL byoperation of law, in which case STAHL will
be entitled, without any notice of default
or court intervention being required, todissolve the Agreement either in whole orin part, without prejudice to its right todemand compensation for the damage
suffered.
20.6 The Contracting Party is obliged to notify
STAHL without delay in writing, if any
information, data, time frames, schedules,
working procedures instructions and thelike, provided by or on behalf of STAHL, ordecisions made by or on behalf of STAHL,
contain errors or defects or when it
suspects the presence of such errors ordefects. If the Contracting Party fails tosend the written notification referred to in
the previous full sentence, it shall be liable
for the harmful consequences of its failure
to act.
21. Organization of the work, health and safety
and the environment
21.1 The Contracting Party is obliged to observe
the orders and instructions provided by
STAHL, the government regulations and the
instructions provided by the government
authorities.
21.2 The Contracting Party shall make sure thatits employees, as well as the agents andsuppliers engaged by it, observe STAHL's
Safety, Health and Environment (SHE) policy(https://www.stahl.com/corporateresponsibility/she-policy) which will be
provided upon regulation by the Contracting
Party. The Contracting Party must also
comply with regulations that apply inIndonesia in relation to Occupational Safety
and Health (K3) such as Law No. 1 of 1970,
Law No. 13 of 2003 and its implementing
regulations such as Government Regulation
Number 50 of 2012 concerning the
Implementation of the Occupational Healthand Safety Management System (SMK3) andRegulation of the Minister of Manpower
Number 5 of 2018 concerning Occupational
Safety and Health and other relevant
regulations.
21.3 STAHL is entitled to deny the Contracting
Party's employees’ access to the project or
to remove them, or have them removed, forexample due to their unsuitability, the factthat they act in breach of the health andsafety and/or environmental regulations,absence of the required certificates andpermits, breach of the peace, misbehaviouretc., without any further compensation
being due for any damage suffered by theContracting Party as a result thereof.
21.4 The work and rest hours at the project andthe days of rest, public holidays, days'
holiday or other days-off recognizednationally or at the location of the project,as prescribed by the governmental
authorities or the collective bargaining
agreement, shall also apply to theContracting Party and its employees
involved in the activities carried out at the
project site. STAHL shall not be held liable
for any damage suffered by the Contracting

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Party as a result of the above, which also
applies if, as a result of a strike or othercircumstances occurring at STAHL, theContracting Party or third parties, it
becomes impossible to make use of theContracting Party’s services.
21.5 The Contracting Party shall provide its
employees with proper personal protective
equipment and ensure the (correct) use ofsuch equipment. The Contracting Party shallmake sure that its employees have read the
locally applicable environmental and safety
regulations and that they will comply withthese. All risks and costs arising from thisshall be borne by the Contracting Party.
21.6 In the event that equipment subject tocompulsory insurance is used by theContracting Party for the purpose of carrying
out work at the location of the project, theContracting Party shall make sure that such
equipment has been adequately insured
against the risks of traffic and work-related
damage. Where such equipment is leased by
the Contracting Party, it shall make surethat adequate insurance has been taken out
for it.
21.7 The required approved materials such asscaffolding,cherry-pickers,
liftingequipment and small equipment, such as
hand tools, measuring devices, wheeledscaffolding, ladders and steps etc., shall be
provided by the Contracting Party and must
be included in the total price.
21.8 The Contracting Party is obliged to take suchmeasures as will prevent any contaminationof the soil or environmental damage fromoccurring during the transport of equipment
and/or materials. If contamination of thesoil or environmental damage should
nevertheless occur, the Contracting Party
shall at once take appropriate measures andreport the contamination to STAHL andreturn the soil to its original state at theContracting Party's expense.
21.9 The Contracting Party shall be liabletowards STAHL for all damage resulting fromits acts or omissions in breach of theprovisions of this article 21 and shallindemnify STAHL and hold that party
harmless from and against any claims fromthird parties in this regard.

22. Additional work
22.1 Any additional work shall be carried out only
after written instructions to do so have been
provided by an authorized representative of
STAHL. Only work commissioned by anauthorized representative will be paid for by
STAHL.
22.2 The following shall not be regarded asadditional work or extra work and be paid
for by STAHL in any case: work that should
reasonably be regarded as forming part of
the activities carried out for the purpose ofbeing able to complete the project inaccordance with the nature and theobjective of the contract and therequirements laid down for sound work.
23. Performance by third parties, hiring of
employees
23.1 If the Contracting Party, after having
obtained permission from STAHL in
accordance with article 11.2, transfers or
outsources all or part of the work to a third
party, it shall at once draw up a written
Agreement to provide for this. The terms ofthat Agreement must correspond with theagreement that was concluded by STAHL and
the Contracting Party regarding the work,with the Contracting Party and the third
party by analogy adopting the position, or
legal position, of STAHL and the Contracting
Party respectively.
23.2 Transfer/outsourcing of the work shall notalter the Contracting Party obligations
towards STAHL under the Agreement.
23.3 Without prejudice to the provisions ofarticles 23.1 and 23.2 the Contracting Party
shall not be entitled to make use of any
workers made available to it, if no priorpermission to do so has been obtained fromSTAHL. In the event that work is outsourced
or workers are hired as set forth above, theContracting Party must comply with all
Indonesia laws and regulations.

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