Sales Terms Indonesia

1. In placing an order with PT REHAU Industries Indonesia (hereinafter referred to as "the Seller"), the customer (herein and hereafter called "the Buyer") accepts the following conditions of delivery and terms of payment and acknowledges them as legally binding. Should any conditions of the Buyer be contrary hereto, they shall have only validity if confirmed by us in writing. Indonesia law shall apply.

2. The Buyer irrevocably submits to the non-exclusive jurisdiction of the Indonesia courts but it shall be open to us to enforce the conditions of sale hereto in any other court of competent jurisdiction.

3. All goods are shipped ex-works or ex-warehouses on the Buyers account and at the Buyer’s risk.
Goods will only be insured at the express request of the Buyer, in which case the latter shall bear the expense of said insurance.
We stipulate the manner of delivery and supply plant as well as the forwarding agent or carrier. We endeavour, without assuming liability for this, to use the most favourable method of transport and to fully utilise the loading space.
Upon notification that goods are ready for shipment, goods are deemed to be supplied and can be invoiced.
If shipment to the port of destination is not possible we reserve the right if possible by notifying the Buyer to supply to another port. Extra costs incurred by this are on the Buyers account. Extra costs for special types of transport or special means of transport (e.g. special trucks or express delivery) as well as other extra costs (e.g. delivery free to the door, special transports, etc.) are on the Buyers account.
We assume no liability for consequences resulting from dispatch notes not sent in time. All risk is transferred to the Buyer when the goods are handed over to the forwarding agent or carrier; however, at the latest when they leave the plant or warehouse. The same shall apply in the case of FOB or CIF transactions.

4. The selling prices, all quotations, sales and calculations are in Indonesian Rupiahs (Rp). Unless stated to the contrary, all prices are nett and the statutory value added tax (VAT) will be added on and is in all cases to be borne by the Buyer.

5. Unless otherwise agreed in writing by the Seller, the full purchase price in relation to goods, including VAT, must be paid in full prior to the dispatch of the goods to the Buyer.

6. The Seller accepts no responsibility for any delay in delivery caused by chance occurrence, accident, disaster or force majeure. We make every effort to supply every order as quickly as possible without, however, giving any guarantee as to the date of shipment. We reserve the right to decide ways and means of shipment. The Seller shall have the right to deliver up to ten percent more or less than the quantity stated. In cases of special products being ordered this percentage is increased to twenty per cent.

7. Each partial delivery of an order constitutes an individual business transaction. The fulfilment or nonfulfilment of such individual business transaction shall have no effect on the other business transactions. We shall be entitled to render partial services.

8. The Seller retains the right of title to all goods supplied in accordance with the following conditions:

8(a). The Seller retains title to all the goods until such time as full payment of any and all receivables arising from any and all business transactions between the Seller and the Buyer, inclusive of receivables which may arise in the future, is discharged by the Buyer.

8(b). The Buyer holds the goods for and on behalf of the Seller until such time as full payment of any and all receivables arising from any and all business transactions between the Seller and the Buyer, inclusive of receivables which may arise in the future, is discharged by the Buyer.

8(c). In the event of goods under retention of title being processed into new products, the acquisition of title to the new products by the Buyer is excluded. Any processing which may be done by the Buyer is done for and on behalf of the Seller. This processed product shall serve as security for payment for the goods under retention of title only in the amount of the value of the goods under retention of title processed therein.
In cases of processing by the Buyer together with other goods which are not in title of the Seller, the Seller will have the right of co-title to the new product in the same proportion as that of the ratio of the goods under retention of title to the other goods processed into the new product and calculated as valued at the time of processing.
Any product manufactured as a result of such processing is furthermore subject to the same conditions as those which herein apply to goods under retention of title. The new product is to all extent and purpose under retention of title within the meaning of these conditions.

8(d). Subject to paragraphs 8 (a) to (c) above, insofar as the Buyer is permitted to dispose of the goods, the Buyer does so as agent of the Seller. Any receivables due to the Buyer as a result of re-sale of the goods under retention of title are herewith and now assigned to the Seller regardless of whether the goods under retention of title are re-sold before or after processing and of whether or not such goods are re-sold to one or several customers. The receivables assigned shall serve as security for payment for the goods under retention of title only in the amount of the value of the goods under retention of title in each individual business transaction.
In the event of goods under retention of title being re-sold by the Buyer together with other goods not in title of the Seller, whether before or after processing, receivables due to the Buyer shall only be assigned to the Seller in the amount of the value of the goods under retention of title which with other goods constitute the subject matter of the contract of sale or part of such subject matter.

8(e). The Buyer is authorised and empowered to re-sell or otherwise dispose of goods under retention of title only on the condition that any and all receivables due to the Buyer as a result of such re-sale or disposal are assigned to the Seller. The Buyer has no right to dispose or sell the goods under retention of title in any other way whatsoever.
The Buyer is empowered to collect receivables in spite of having assigned said receivables to the Seller. The Seller’s right to collect said receivables remains unaffected by such authorisation.
The Seller, however, will not collect the receivables as long as the Buyer fulfils the terms of payment. At the request of the Seller, the Buyer will inform the Seller of full particulars of all its claims and debtors from re-sale or disposal of the goods under retention of title of any and all receivables due to the Buyer as a result of such re-sale or disposal and will further give the debtors notice of assignment.

8(f). The retention of title in accordance with the aforegoing conditions also remains in force when the claims of the Seller have been put down to account and the account or balance statement has been agreed upon.
The Seller’s right to retention of title is limited in such a way to ensure that with full payment of all and any receivables due to the Seller out of all and any business transactions between the Seller and the Buyer being discharged by the Buyer the title of the goods under retention of title is automatically assigned to the Buyer without any special act of transfer, and, also at that time, the receivables assigned shall be claimable by the Buyer.
The Buyer shall, at his own discretion, release the securities due to him in accordance with the aforegoing conditions in so far as they exceed the value of the receivables for which security is to be provided by 25 percent, provided, however, that with the exception of goods supplied in proper current account relationship, the release shall apply only to those goods supplied, or replacement value thereof, which have been fully paid for.

8(g). Should the Seller make use of his right to accept returned goods, such action will not constitute a withdrawal from the contract.

9. In the event of any claim or action by a third party for goods or receivables under retention of title, the Buyer will inform the Seller without delay of such claim or action. Any bankruptcy petition or proceedings for compromise or the opening of any such proceedings shall also be reported to the Seller without delay and regardless of whether the petition is filed by the Buyer or by a creditor.

10. The Buyer shall adequately insure all goods under retention of title in accordance with item 8 against fire and larceny. Any and all claims against the insurers for damages are herewith and now assigned to the Seller in the amount of the value of the goods under retention of title.

11. Should the Buyer withdraw from the sale we reserve the right to invoice any expense caused through withdrawal to the Buyer.

12. WARRANTY

12(a) Warranty. Subject to the condition set out below, the Seller warrants that the Goods will correspond in all material respects with Seller’s specifications at the time of delivery and will be free from any material defects in materials and workmanship during the warranty period. Unless otherwise agreed in writing, the warranty period shall be one (1) year from the date of delivery unless the parties otherwise agreed.

12(b) Warranty Condition. the above warranty given by the Seller is subject to the following conditions:
(1) Warranty Exclusion. This warranty is subject to that the Goods are stored, installed and used pursuant to the corresponding technical delivery specifications/technical information on Seller’s website www.rehau.com/TI. The Seller shall be under no liability in respect of any defects in the Goods arising from using on wrong application, improper installation, incorrect assembly, improper storage, fair wear and tear, wilful damage, negligence, abnormal conditions, Buyer’s further handling of the Goods including fabrication and installation, failure to follow the Seller’ instruction (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’ approval; Buyer shall indemnify Seller from any and all claims, actions, demands, damages, losses, costs, charges, recoveries, judgments, penalties, liabilities and expenses (including, but not limited to, costs of litigation and/or reasonable attorney fees), by third parties (Including Buyer's customers) arising out of, or in connection with the disputes between such third parties and Buyer which caused by Buyer's failure or negligence in performance or other reasons contributable by Buyer.
(2) No Liability. The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total Price for the Goods has not been paid for payment;
(3) Manufacturer Warranty. The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
(4) Tolerance. The warranty is subject to the dimension tolerance set forth in Seller’s technical delivery specifications or other applicable standards. Illustrations, dimensions and weights indicated in our lists, technical terms of delivery, factory standards, quotations and order confirmations are approximate data only. Variations in dimensions, weight, color, number of units and quality are permissible within the scope of normal commercial tolerances or in accordance with relevant standards. No guarantee or warranty is made for compliance.
(5) Performance Tolerance. The above warranty is subject to performance tolerance. Any performance figures given by the Seller are estimates only. The Seller is under no liability for damages for failure of the Goods to attain such figures unless specifically represented by the Seller to the Buyer in writing. Any such written representation is subject to the recognised tolerances applicable to such figures.
(6) Commercial Variations. Normal commercial variations in terms of reject rates, finish, weight and colour shall not constitute grounds for claims, and no condition, warranty or stipulation is made in respect of the colour stability of plastics. The illustrations, masses and weights appearing in the Seller’ product lists, technical delivery specifications, factory standards, quotations and order confirmations are only approximate. Discrepancies in terms of mass, weight, number of pieces and quality are permissible within the bounds of normal tolerances or the relevant standards.
(7) No guarantee or warranty is made in respect of color stability of polymers.

12(c). All complaints with respect to goods supplied must be reported to the Seller in writing without delay and at the latest ten days after receipt of the goods, otherwise all claims become extinct. All disapprovals made known to our salesmen or mercantile agents are null and void.
Compensation for defective goods, non-delivery, violation of contract or as a result of any other legal action, especially compensation due to liability in tort, e.g. due to wrongful act, will only be made in the form of replacement goods to which the same conditions valid for the original goods supplied will apply, or corrective action of goods supplied, at the option of the Seller. Any further claims are excluded.
In any case the value of any such damage caused is limited to the sale price of the quantity of the goods which have been used. The assertion of claims for loss of profit, direct damages or damages in consequence of defective goods and of claims resulting from wrongful act is excluded. The Seller shall not be liable to the Buyer for any special, incidental, or consequential loss or damages, including but not limited to loss of profits or revenue, loss of business or opportunity, loss of use of products or other property/equipment, costs of substitute products or other parts, downtime costs, or claims of purchase or otherwise, other cost, expenses or other claims, or any consequential compensation whatsoever (whether as a result of breach of contract or warranty, or caused by alleged negligence of the Seller, its employees or agents or by reason of any representation, or any implied warranty, condition or any other term, or any duty at common law, or, under the express terms of the contract or otherwise) which arise out of or in connection with the supply of goods or their use or resale by the Buyer, except as expressly provided in these conditions.

13(a). Under any circumstances whatsoever we claim the exclusive right of sole manufacturer in respect of our design, drawings and tooling and, in particular, for our sections. Passing on or copying of these documents, utilisation or communication of their contents are not allowed except where express consent has been given. Contravention of this condition will give rise to a claim for damages. We reserve all rights in the case of a grant of patent for registration of design. The Buyer undertakes not to disclose any of the Sellers designs, literature and information to any third party without the express consent of the Seller.

13(b). The Buyer shall not pass on or disclose to any third-party personal data or company data relating to or connected with the Seller, its agents or employees.

13(c). The obligation of confidentiality described in paragraphs 13 (a) and (b) above shall survive the termination of this Agreement.

13(d). Moulds, templates and other devices remain our sole property regardless of whether the Buyer has been invoiced with costs or expenses in respect thereof.

13(e). Insofar as we may manufacture or procure any moulds, forms, tooling or any other devices on behalf of the Buyer, we shall invoice part of the expense involved separately to the Buyer. As these partial costs do not cover our expense of design, construction, running-in, know-how, and maintenance work, such moulds, forms, tooling and other auxiliary devices remain our sole property. The same applies to modified or replacement moulds and tooling as also to subsequent moulds. The expense of moulds and tooling etc., inclusive of statutory value added tax, is payable upon receipt of invoice. The Seller will retain such articles in his possession for a period of three years only following the date of the last shipment.

14. Any technical information as to application which we may supply to the Buyer, whether written or oral, is not binding in any way whatsoever and it does not relieve the Buyer of his responsibility to examine our products with respect to their suitability for any purpose, processing or manufacture which may be foreseen. Should, however, a liability on our part be at issue, we will provide damages only to the same extent as in the conditions relating to defect in quality.

15. All orders taken at exhibitions or shows or during the visits of our salesmen or mercantile agents are only valid after written confirmation by the Seller.

16. Our salesmen and mercantile agents are not authorized to receive cash on behalf of the Seller.

17. In placing orders the often used expression "as previously supplied" shall refer in any order to design only and not to the price of the goods therein ordered.

18. Our prices are always quoted before statutory value added tax and are ex-works unless otherwise agreed upon in writing. Our prices are given without commitment and are based on current cost factors. Should there be any changes in price categories before the date of delivery, for example due to price increases for raw materials, logistics costs or wage increases or other reasons, we reserve the right to adjust our prices accordingly. Our right to additional invoicing of such costs is expressly agreed upon. An order for which no prices have been agreed upon will be invoiced at prices valid on the day of delivery.

19. For newly build tool cost for exclusivity purpose or color matching cost, Seller may add such cost in the selling price or charge before the project begins based on project size, buyer credibility, and amount of order.
On an account becoming past due the Buyer is automatically in default without previous reminder or demand for payment.

20. Interest on overdue invoice(s) and/or account(s) shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 2% per month or at such other rate as may be notified to the Buyer in writing and shall accrue at such rate after as well as before any judgement.

21. Payments shall be discharged by the Buyer regardless of receipt of shipment or disapproval made known.
Set-off balancing of accounts or retention of goods on account of any claims asserted by the Buyer or person ordering the goods is excluded as likewise any argument or objection. In cases of default of payment all current account and the sums of all bills shall become due immediately and enforceable. Violation of the terms and payment and all other circumstances which may in any way impair the creditworthiness of the Buyer shall cause all account claims to the Seller to be due immediately, regardless of the term or lifetime of any bill taken in payment and furthermore any such circumstances shall give the Seller the right to ship any non-shipped orders only against payment in advance or the putting up of security, to withdraw for the sale, to claim damages for non-performance, to forbid the Buyer to re-sell or otherwise dispose of the goods and to demand of the Buyer that the goods are held for and at the disposal of the Seller.

22. CANCELLATION AND TERMINATION

22.1 No Cancellation. No order may be cancelled by the Buyer except with consent in writing and on terms which will indemnify the Seller against all losses.

22.2 Termination. The Seller shall be entitled to terminate the performance of Buyer’s order upon the happening of any of the following events:
(a) The Buyer’s failure to pay any sum due to the Seller;
(b) The Buyer’s breach of any other clause of these Conditions; and
(c) (Where the Buyer consist of one or more individuals), any such individual dying, entering into a composition or arrangement for the benefit of his creditors or having any order made in respect of him under any insolvency regulations or (Where the Buyer consist of a body corporate), the Buyer having a receiver, an administrative receiver or administrator appointed or going into liquidation whether voluntary or compulsory.
(e) The Buyer cease or threaten to cease to carry on their business.
(f) any other event occurs or circumstance arises, financial or otherwise, which, in the reasonable opinion of the Seller, is likely materially and adversely to affect the ability of the Buyer to observe any of its payment obligations to the Seller, and in any such event the Buyer shall be deemed to be in breach of its obligations under these Conditions.

22.3 Effect of Termination. In the event of termination, the Seller shall forthwith be discharged from any further performance of Buyer’s order and the Buyer shall forthwith pay to the Seller:
(i) all sums accrued due under the order.
(ii) the full Price of all goods manufactured and in a deliverable state but not delivered at the date of termination.
(iii) in respect of any goods ordered but not yet manufactured or in a deliverable state at the date of termination, a sum equivalent to the aggregate of the cost and expenses incurred by the Seller in connection with or in contemplation of the manufacture of such goods and the Seller’ gross profit which would have been realised on the completion of the sale of such goods to the Buyer. Any deposit paid to the Seller may be used by the Seller to offset against any amount payable by the Buyer hereunder. Further the Buyer shall forthwith and at their own expense deliver up to the Seller all goods in their possession or control in which title remains vested in the Seller.

23. The Buyer will not assign any right or rights under the contract of sale to any third party without the explicit consent of the Seller.

24. Terms of payment other than those laid down herein are only valid with the explicit consent of the Seller.

25. Our quotations are without commitment. Samples supplied are for guidance only and without commitment.

26. Agreements will only be valid when confirmed by us in writing.

27. Buyer’s Conditions. No conditions submitted or referred to by the Buyer (including any standard terms and conditions of purchase) whether in offer acceptance, Purchase Order, or elsewhere shall form part of the agreement between Seller and Buyer unless otherwise agreed in writing by the Seller, and to the extent that any conditions submitted or referred to by the Buyer would otherwise form part of the agreement then the same shall be deemed to be waived.

28. Severability. The whole or any part of a clause of these Conditions shall be capable of severance without affecting the rest of these Conditions. If any provision of these Conditions shall be held to be invalid, illegal, or unenforceable under any statute, regulation, ordinance, executive order, or other rule of law, that provision shall be deemed severed to the extent necessary to comply with such statute, regulation, ordinance, order, or rule, and the parties shall negotiate in good faith to arrive at an alternative replacement provision approximating the parties' original business objective. The remaining provisions hereof shall remain in effect. The Article, Section, and/or Paragraph headings herein are used for convenience of reference only and shall not be deemed a part of this contract for any purpose.

29. Waiver. If the Seller elects not to exercise any of its rights arising as a result of a breach of these Conditions, that will not constitute a waiver of any rights of the Seller relating to any subsequent or other breach.