Contract of Inspection Service for the Materials and Equipments (Purchase this doc, Text: 08118887270 (Whatsapp))

1. AgreementNo: ____________
AGREEMENT
FOR
INSPECTION SERVICES
OF
PT. _____________________
IN ___________
DD-MM-YYYY
Between
PT. _____________________
And
_____________________ Ltd.

2. CONTENTS
WITNESSETH
1. Scope of Services ----------------------------------------------------------------------------------- 2
2. Manner of Services --------------------------------------------------------------------------------- 2
3. Fees and Terms of Payment -------------------------------------------------------------------- 4
4. ‘ Y ‘’s Responsibilities and Liabilities -------------------------------------------------- 5
5. Warranties --------------------------------------------------------------------------------------------- 6
6. Penalties ----------------------------------------------------------------------------------------------- 6
7. Assignment of Rights and Obligations ------------------------------------------------------ 7
8. Force Majeure----------------------------------------------------------------------------------------- 7
9. Language ---------------------------------------------------------------------------------------------- 8
10. Arbitration --------------------------------------------------------------------------------------------- 8
11. Termination ------------------------------------------------------------------------------------------- 9
12. Confidentiality --------------------------------------------------------------------------------------- 10
13. Provision of Relevant Documents ------------------------------------------------------------ 11
14. Applicable Law -------------------------------------------------------------------------------------- 11
15. Addition and Amendment ----------------------------------------------------------------------- 11
16. Notice --------------------------------------------------------------------------------------------------- 11
17. Effectiveness of Agreement --------------------------------------------------------------------- 12
18. Miscellaneous ---------------------------------------------------------------------------------------- 12

3. 1
AGREEMENT
This Agreement for Inspection Services of PT. _____________________ (hereinafter
called the “Agreement”) is made and entered into this ........ day of ........., 20_,_, by and
between:
1. PT. _____________________, a limited liability company duly organized and existing
under the laws of the Republic of Indonesia, with its principal office at ..........................
(hereinafter called “ X ”); and
2. ________________________., LTD., a corporation duly organized and existing
under the laws of the Republic of Korea, with its principal office at ..............................
(hereinafter called “ Y ”).
‘ X ‘ and ‘ Y ‘ are collectively hereinafter referred to as the “Parties” and
separately as the “Party”.
WITNESSETH
A. Whereas, ‘ X ‘ plans to install ........................ (hereinafter called the “Project”)
for PT. _____________, a limited liability duly established and existing under
the laws of the Republic Indonesia, having its address at ....................................
(hereinafter called the “Owner”) at the Owner’s factory which located
at ..............................................................................................
B. Whereas, ‘ X ‘ desires to employ an independent inspection company for the
inspection of the materials and equipment for the Project in accordance with
supply contract which was concluded between the Owner and its supplier
(hereinafter called the “Supply Contract”); and
C. Whereas, ‘ Y ‘, in compliance with ‘ X ‘’s desire, is desires to provide ‘ X ‘ with
the inspection services of the materials and equipment for the Project.
Now, therefore, in consideration of the premises and covenants hereinafter
provided for, the Parties hereto agree as follows:
Article 1. Scope of Services
1.1 Subject to the terms and conditions of this Agreement, ‘ X ‘ hereby agrees
to appoint and employ ‘ Y ‘ and ‘ Y ‘ agrees to accept the appointment and

4. 2
employment from ‘ X ‘ and therefore ‘ Y ‘ shall provide ‘ X ‘ with the
following services:
1.1.1 Inspection services for the materials and equipments to be manufactured
and supplied by the Owner’s suppliers;
1.1.2 Inspection of packing and marking;
1.1.3 Actual inspection in the shops of supplier during their manufacturing,
fabricating, final assembly, running tests and other final routine tests in the
shops;
1.1.4 Submission of inspection reports and inspection certificates to ‘ X ‘ in such
form and within such time limit as may be required or when so requested
by ‘ X ‘.
(hereinafter are collectively and/or severally referred to as the “Services”)
1.2. The materials and equipments subject to the inspection under this
Agreement shall be as per the Article 3.1. However, ‘ X ‘ shall have a right
to adjust the equipments subject to the inspection as per same ratio of
inspection fee described in Article 3.1 country of origin.
Article 2. Mannerof Services
2.1 ‘ Y ‘ shall render Services in the following manner:
2.1.1 ‘ Y ‘ shall inspect, examine and test materials, dimension, assembly,
performance, function, workmanship, quantity, packing and marking of the
materials and equipment whether the materials and equipments have
been manufactured, fabricated or assembled in strict compliance with the
Supply Contract and its contract specifications and drawings as approved
by ‘ X ‘. The said inspection, examination and test shall be conducted in
accordance with the Inspection and Test Plan for each plant and/or
facilities which will be prepared by ‘ Y ‘ and be finalized between the
Parties.
2.1.2 If, in the course of inspection, examination and test described in Article
2.1.1, ‘ Y ‘ finds out any defect, deviations or discrepancies from Supply
Contract, contract specification and/or drawings, ‘ Y ‘ shall immediately
notify in written to ‘ X ‘ by registered air mail, e-mail or fax, regarding its

5. 3
finding, and ‘ Y ‘ shall send a copy of the same to the relevant supplier
and the relevant sub-suppliers simultaneously.
2.1.3 ‘ Y ‘ shall submit to ‘ X ‘ for its approval of the general plan for the project
(hereinafter called “Plan”) which shall include the organization chart for
the inspection, the schedule for documentation, pre-inspection meetings,
etc, within thirty (30) calendar days after the signing date of this
Agreement. ‘ Y ‘ shall appoint its personnel qualified for the inspection for
the project subject to ‘ X ‘’s approval, and shall register them with ‘ X ‘ as
‘ X ‘’s authorized engineers for the purpose of the Services.
Any report or document without genuine signature of such registered
personnel shall not be deemed to be effective.
2.1.4 ‘ Y ‘ shall hold pre-inspection meetings with suppliers on regular basis and
submit to ‘ X ‘ reports on the results of the meeting within fifteen (15)
calendar days after the completion of each meeting. ‘ Y ‘ shall submit to
‘ X ‘ for its approval of the Inspection and Test Plan for each plant and/or
facilities within thirty (30) calendar days after the completion of each
meeting.
2.1.5 ‘ Y ‘ shall submit one (1) copy of each inspection certificate, one (1)
original inspection report within thirty (30) calendar days after the date of
completion of each inspection.
‘ Y ‘ shall attach the photographs of real objects to the inspection report for
important problems.
In case ‘ Y ‘ submits to ‘ X ‘ several inspection reports on the same item of
the materials and equipment in series, ‘ Y ‘ shall mark “FINAL” on the
inspection report issued finally.
2.1.6 ‘ Y ‘ shall submit to ‘ X ‘ the status of issuance of each month’s inspection
report, inspection certificate, non-conformance report by the fifth (5th) day
of the following month.
2.1.7 ‘ Y ‘ shall submit to ‘ X ‘ for its approval, within thirty (30) calendar days
after the date of pre-inspection meeting, Inspection and Test Plan covering
the inspection items by express courier and ‘ X ‘ shall, after review, notify
‘ Y ‘ of its approval, comments or rejection within fifteen (15) calendar days
after its receipt of the said Inspection and Test Plan.

6. 4
2.1.8 In case ‘ X ‘ fails to reply within twenty (20) calendar days after ‘ X ‘’s
receipt of ‘ Y ‘’s reports and documents, reports and documents submitted
by ‘ Y ‘ for ‘ X ‘’s approval are deemed to be approved by ‘ X ‘, unless
otherwise this Agreement specified the approval date.
Article 3. Fees and Termsof Payment
3.1 Inspection fee for the Services shall be US$...............
(Say: ........................................ United States of America Dollar only). The
fee is calculated on the basis of man-month service fee. The inspection
fee is as follows:
Division
Inspection Fee Overtime Charge
Man x ...... Month (US$) US$/hour
Total US$.............. US$........
(hereinafter referred to as the “Service Fee”)
Remark:
1. The above Service Fee is not including Value Added Tax (VAT 10%)
but including withholding tax.
2. If ‘ Y ‘ works overtime by ’ X ‘’s requirement, overtime charge would
be US$......./hour (workday: 8-hour workday).
3. If ‘ Y ‘ need the visit inspection at outside the residence area, ‘ X
‘ would pay real reasonable expense occurred by inspection work,
provided however such real reasonable expense shall be subject to
‘ X ‘’s prior consent.
3.2 The Service Fee shall cover all expenses and costs for the Services
provided by ‘ Y ‘ hereunder. ‘ X ‘ shall bear and pay all taxes to be
assessed or imposed on the ‘ X ‘ in relation to the Agreement by the
Indonesia government or other competent authority under Indonesia tax
law and regulation.
3.3 The Service Fee shall be paid by ‘ X ‘ to ‘ Y ‘’s account with the bank
designated by ‘ Y ‘ by telegraphic transfer.
3.3.1 100% (one hundred percent) of the Service Fee, i.e. US$............ shall
be paid at the interval 1 (one) month from time to time till the final delivery

7. 5
date of equipments and/or materials. Payment shall be made by TT to ‘ Y
‘’s bank account designated by within 14 (fourteen) working days from the
receipt of invoice and payment request from ‘ Y ‘.
3.4 Except as otherwise specifically provided in this Agreement, all taxes
related to this Agreement shall be borne by each Party according to the
applicable tax laws.
Article 4. ‘ Y ‘’s Responsibilities and Liabilities
4.1 ‘ Y ‘ shall be liable for any and all responsibilities or liabilities resulting from
loss and/or damage brought about by ‘ Y ‘ in connection with the
performance of its duties, and indemnify in full cost basis and hold ‘ X
‘ harmless there from.
4.2 ‘ Y ‘, as an authorized representative of ‘ X ‘, shall be responsible for
meeting the requirements and fulfilling the obligations and conditions set
forth in this Agreement.
4.3 ‘ Y ‘ shall guarantee the accurate, timely and faithful fulfillment of its
obligations hereunder and shall undertake the full responsibility for any act
or omission, failures, assignment and/or certifications irrespective of any
express clauses of waiver or exemption thereof on the certificates or
forms to be issued by ‘ Y ‘.
4.4 Except for cases of Force Majeure as provided for in Article 8 hereof,
KOTEC shall indemnify ‘ X ‘ in full cost basis for the loss which ‘ X ‘ would
sustain in the course of the construction work due to any act or omission
made by ‘ Y ‘.
4.5 In the event of difference in the opinion between the Parties, ‘ Y ‘ shall
comply with ‘ X ‘’s decisions and measures.
4.6 ‘ Y ‘ shall accept ‘ X ‘’s right to send its own engineers to the place where
the inspection is made hereunder and shall provide them free access to
any works where the inspection is to be performed for the implementation
of this Agreement.
When ‘ X ‘’s own engineers come to any factory where the inspection is
being carried out, ‘ Y ‘’s personnel engaged in the said inspection shall
collaborate fully with them and help them attentively with their inspection
work there.

8. 6
When ‘ X ‘ requests ‘ Y ‘ to replace inspector(s) with new inspector(s)
because of the failure by such inspector(s) to carry out his obligations duly
and properly, ‘ Y ‘ shall replace such inspector(s) immediately.
Article5. Warranties
5.1 ‘ Y ‘ shall warrant that all the materials and/or equipment inspected by ‘ Y
‘ shall be new, free from defects and shall, judged by international
standards, be of first class workmanship and shall under normal operating
conditions show no defects due to faulty materials or workmanship.
However, ‘ Y ‘’s warranties shall be limited to inspection scope of
Inspection and Test Plan approved by ‘ X ‘.
5.2 ‘ Y ‘’s obligations under the aforesaid warranties shall be effective until the
issuance of preliminary acceptance certificate set forth in the Supply
Contract agreed between the Owner and its supplier.
5.3 If, after inspection is completed, any materials and/or equipment are found
defective at any time before the said preliminary acceptance certificate is
issued, ‘ Y ‘ shall refund to ‘ X ‘ the inspection fee for the relevant
materials and/or equipment which are found defective and shall inspect at
‘ Y ‘’s expense the materials and/or equipment to be renewed and/or
replaced due to the defects.
Article 6. Penalties
6.1 In addition to the liabilities of Article 4 herein above, ‘ Y ‘ shall also be
subjected to penalties in the following cases, except for the cases caused
by the reasons attributable to ‘ X ‘’s fault or Force Majeure:
a. ‘ Y ‘’s failure to inspect the materials and/or equipment subject to
inspection under this Agreement;
b. ‘ Y ‘’s failure to attend the planned test;
c. Delay in the progress of the work under the Supply Contract due to
‘ Y ‘’s failure to timely inspect and/or test the materials and equipment
or due to its interference adverse to the benefit of ‘ X ‘; or
d. Negligence of duties, any collaboration or attempt of ‘ Y ‘’s personnel
deviating from the purpose of this Agreement to protest and serve for
the interest of ‘ X ‘.
6.2 Penalties shall be calculated on the following basis:
a. If ‘ Y ‘ fails to inspect a part of the materials and/or equipments and to

9. 7
attend the test, ‘ Y ‘ shall not be paid for the Services Fee which
concerning and/or relating to the said materials and/or equipment;
and/or
b. If the period of delay stipulated in Article 6.1.c hereof exceeds three
(3) calendar days, no inspection fee for the materials and/or
equipment concerned shall be paid by ‘ X ‘ to ‘ Y ‘; and/or
c. Inspection fee for materials and equipments inspected by the
inspector who is requested to be replace by ‘ X ‘ shall not be counted,
in case ‘ Y ‘ does not replace the inspector with a new inspector
within ten (10) calendar days after ‘ Y ‘’s receipt of ‘ X ‘’s written
notice requesting ‘ Y ‘ to replace the inspector.
Article 7. Assignmentof Rights and Obligations
7.1 ‘ Y ‘ shall not assign this Agreement or any portion thereof to any third
party including ‘ Y ‘’s affiliate of other legal entity under either the same or
different jurisdiction, without ‘ X ‘’s prior written consent.
Should such assignment be approved by ‘ X ‘, ‘ Y ‘ shall be fully
responsible for any act or omission of the assignee or of the latter’s
personnel, as if such act or omission was made by ‘ Y ‘ and/or its
assignee.
7.2 Any assignment by ‘ Y ‘ to a third party of any claim whatsoever against
‘ X ‘ deriving from this Agreement is forbidden, being null and void, if made
without ‘ X ‘’s prior written consent.
Article 8. Force Majeure
8.1 Should performance of this Agreement be hindered or delayed by force
majeure including but limited to war, preparation of war, blockade,
revolution, insurrection, mobilization, civil commotion, riots, lockouts, acts
of governmental authorities, Acts of God, plague, freight embargoes,
earthquakes, tidal waves, typhoons, fire, explosion, flood or any other
events of similar nature beyond control of the Party concerned which may
be agreed by the Parties from time to time (hereinafter referred to as the
“Force Majeure”), neither of the Parties hereto shall be held responsible
as long as such effect continues to exit.
8.2 Should any event of Force Majeure interfere with the performance of
either Party, the Party shall notify the other Party of such event in detail

10. 8
within three (3) calendar days from the date of commencement of such
event and shall endeavor to set up effective countermeasures thereto with
all possible and reasonable speed.
8.3 If after ten (10) calendar days from the date of giving the aforesaid notice,
the notifying Party shall still be prevented, for season or seasons or
seasons beyond its control, from performing its obligations under this
Agreement, the Parties shall consult each other with a view to determining
what action is appropriate under the circumstances.
If, after thirty (30) days from the date of giving the aforesaid notice, the
notifying Party shall still be so prevented, for the reasons beyond its
control, from continuing to perform its obligations under this Agreement,
the other Party shall be entitled to terminate this Agreement with prior
written notification.
Article 9. Language
English and/or Korean language shall be used in all written communications between
the Parties as well as in any and all documents prepared and procuredby ‘ Y ‘.
Article 10. Arbitration
10.1 All disputes arising from the application, interpretation or execution of this
Agreement shall in the first place be amicable settle by and between the
Parties.
10.2 In the event if no resolution can be reached within 30 (thirty) calendar
days of the written notice from a Party requesting such discussion, then if
the dispute is not abandoned or resolved by mutual agreement, it shall be
submitted for resolution exclusively for arbitration before the International
Chamber of Commerce (ICC) Indonesia (hereinafter referred to as the
“ICC”) for final resolution by arbitration in accordance with the ICC’s rules.
The procedures of the arbitration thereof will be held in Indonesia before
the board of arbitrators which consisting from three (3) arbitrators which
consisting from one (1) arbitrator appointed by ‘ X ‘, one (1) arbitrator
appointed by ‘ Y ‘ and one (1) last arbitrator, which also will act as the
presiding arbitrator, will be appointed by ICC in accordance with ICC’s
rules. The Parties shall comply with all requirements and rulings of the
ICC with regard to the proceedings which shall be conducted in English

11. 9
and (if required by either Party) in Korean.
10.3 The award and/or determination of the arbitration shall be final and
binding upon the Parties hereto. The submission of any dispute to the
arbitration shall not release either Party to the Agreement from the
remaining obligations assumed under this Agreement which have no
relevance to the disputed issue.
Article 11. Termination
11.1 This Agreement shall be only expired or terminated, only because of the
following event:
a. Automatically expired if the Services as stipulated under this
Agreement has been fulfilled in full by ‘ Y ‘; or
b. Terminated by prior written notification by ‘ X ‘, in the event that based
on ‘ X ‘’s opinion ‘ Y ‘ fails to perform any and/or all of its obligations in
accordance with this Agreement and/or in the event the performance of
the Services which conducted by ‘ Y ‘ does not meet ‘ X ‘’s expectation
and/or requirement; or
c. Terminated by the non-affected Party in the event of Force Majeure
has been occurs as stipulated in Article 8 paragraph 8.3 of this
Agreement; or
d. Terminated by mutual written agreement of the Parties.
11.2 In case of termination, ‘ Y ‘ shall be entitled to be paid the Service Fee
attributable to the Services which has been executed by ‘ Y ‘ until the date
of the termination. In the event until the date of termination ‘ X ‘ has been
overpaid the Service Fee to ‘ Y ‘, then ‘ Y ‘ shall refund such overpaid
amount to ‘ X ‘.
11.3 In case termination of this Agreement, the Parties hereby agree to waive
the provisions as set forth in Article 1266 of the Indonesian Civil Code with
regard to the requirement of court pronouncement, decision or decree for
the termination of an agreement.
Article 12. Confidentiality
12.1 Unless required otherwise by law and/or court and/or arbitration order
and/or decision and/or any government authority, ‘ Y ‘ and/or any and/or
all of its officers, administrators, agents, successors, permitted assigns,
personnel, employees and/or representatives shall treat as and keep in

12. 10
confidential all documents, data, materials and information supplied by ‘ X
‘ and/or ‘ X ‘’s business and/or the performance and implementation of the
Services (hereinafter referred to as the “Confidential Information”).
12.2 ‘ Y ‘ and/or any and/or all of its officers, administrators, agents, successors,
permitted assigns, personnel, employees and/or representatives shall not
disclose the any and/or all of the Confidential Infomation to any third party
without prior written consent of ‘ X ‘. In the event ‘ Y ‘ and/or any and/or all
of its officers, administrators, agents, successors, permitted assigns,
personnel, employees and/or representatives is required to furnish such
Confidential Information to court and/or arbitration and/or any government
authority and/or as required by law, ‘ X ‘ shall be notified in written by ‘ Y
‘ prior to the disclosure of such Confidential Information.
12.3 ‘ Y ‘ and/or any and/or all of its officers, administrators, agents, successors,
permitted assigns, personnel, employees and/or representatives shall
return to ‘ X ‘ all information and/or Confidential Information made
available for ‘ Y ‘ to carry out the Services. All information and/or
Confidential Information, data and/or products shall remain the property of
‘ X ‘.
12.4 The obligation of confidentiality under this Agreement is a continuing
obligation and shall remain in force during the term of the Agreement and
shall remains survive after the termination and/or expiration of the
Agreement .
12.5 Without prejudice to any other rights and remedies which ‘ X ‘ may has
under this Agreement and/or the applicable laws, any breach to this
provision that conducted by ‘ Y ‘ and/or any and/or all of its officers,
administrators, agents, successors, permitted assigns, personnel,
employees and/or representatives shall gives ‘ X ‘ the right to claims,
demands, suits, actions, proceeds and/or prosecutes ‘ Y ‘ and/or any
and/or all of its officers, administrators, agents, successors, permitted
assigns, personnel, employees and/or representatives for any damages,
losses, costs and/or expences which incurred by ‘ X ‘ as the result of or in
connection with such breach.
Article 13. Provision of RelevantDocuments
‘ X ‘ shall provide ‘ Y ‘ with all documents relevant to inspection.

13. 11
Article 14. Applicable Law
This Agreement shall be governed, interpreted and construed under the laws of the
Republic of Indonesia.
Article 15. Addition and Amendment
Any and all additions and amendments to this Agreement shall be effected by mutual
agreement between the Parties in writing.
Article 16. Notice
All notices, including daily communications and fax, to be given to either Party shall
be given to the following addresses by airmail or fax. Important notices, in which
rights and/or obligations of either Party are involved, shall be given by registered
airmail, and such notices shall be deemed to have been valid seven (7) calendar
days in case of express air mail and ten (10) calendar days in case of regular air mail
after their dispatch. Either Party may change its address by giving prior notice to the
other Party, delivered in the same manner set forth herein above.
For ‘ X ‘:
PT. _____________________
Tel. : ................................
Fax. : ................................
E-mail: ..............................
Attn: .................................
For ‘ Y ‘:
________________________., Ltd.
...................................................,
...................................................
Tel. : ............................
Fax. : ..........................
E-mail: .......................
Attn: ...........................
Article 17. EffectivenessofAgreement
This Agreement shall become effective at the date when ‘ X ‘ approves the Plan,
which under Article 2.1.3 of this Agreement is submitted by ‘ Y ‘ and shall remain in
force until the expiry of warranty period for whole materials and equipment inspected
by ‘ Y ‘, provided, however, that even after this Agreement has expired, monetary
obligations arising out of this Agreement shall not be affected in any way.
Article 18. Miscellaneous
18.1 Any and all attachments, appendixes, addendum, and/or amendment to
the Agreement shall be regarded and inseparable part of this Agremeent.

14. 12
18.2 Matters that have not been regulated or insufficiently provided in this
Agreement, will be discussed in good faith by the Parties and will be set
out in a written document as the Amendment and/or Addendum to this
Agreement that will be signed by the Parties and shall be regarded as the
inseparable part of this Agreement.
18.3 This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof and cancels and supersedes any
prior understanding and agreement between the Parties with respect
thereto.
18.4 Without prejudice to any other rights and remedies which ‘ X ‘ may has
under this Agreement and/or the applicable laws, any breach to the
provisions of this Agreement that conducted by ‘ Y ‘ and/or any and/or all
of its officers, administrators, agents, successors, permitted assigns,
personnel, employees and/or representatives shall give ‘ X ‘ the right to
claims, demands, suits, actions, proceeds and/or prosecutes ‘ Y ‘ and/or
any and/or all of its officers, administrators, agents, successors, permitted
assigns, personnel, employees and/or representatives for any damages,
losses, costs and/or expenses which incurred by ‘ X ‘, and/or to claim
indemnity instead of performance to the ‘ Y ‘, as the result of or in
connection with such breach.
18.5 In the event that any provisions or part of a provision in this Agreement
shall for any reason be determined by any court or tribunal to be illegal,
invalid or unenforceable, then Agreement shall not be affected and/or the
remaining provisions and other parts of the provision shall not be affected,
impaired or invalidated and shall remain in full force and effect and shall
continue to be binding upon the Parties. The Parties shall, in any such
event, agree on new provision(s) that would replace such provision(s).
18.6 For the avoidance of doubt, the Parties agree that Articles 5, 9, 10, 11.3,
12, 14 and 18.6 shall remain survive despite of any termination or
expiration of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in the
day and year first above written in (2) two original duplicates.
Signed by and on behalf of :

15. 13
‘ X ‘,
PT. _____________________
____________________
Name: ..........................
Title: President Director
‘ Y ‘,
________________________., Ltd.
____________________
Name: ............................
Title: President Director