Design Delivery Contract (Purchase this doc, Text: 08118887270 (Whatsapp))

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DESIGN DELIVERY CONTRACT
Contract Number:
This Design Delivery Contract (hereinafter referred to as the “CONTRACT”) is made on this
day ............., ................ of ................ 20_,_, by and between:
I. PT. ____________________, a limited liability company duly established and existing under the laws of
the Republic of Indonesia, having its address at ......................................................................... (hereinafter
referred to as the “‘ ABC ‘”); and
II. ____________________ LTD., a limited liability company duly established and existing
under the laws of the Republic of Indonesia, having its address
at ................................................................................... and its Business Registration No.: ..................................
(hereinafter referred to as the “‘ XYZ ‘”).
‘ ABC ‘ and ‘ XYZ ‘ are hereinafter collectively referred to as the “PARTIES” and severally as the “PARTY”
WITNESSETH
A. WHEREAS, ‘ ABC ‘ is a company that engaged in the field of ________ and desirous to build a Conveyor
System in its Wood Chip Mill Plant that located in ________ (hereinafter referred to as the “‘ ABC ‘’s
CONVEYOR SYSTEM”);
B. WHEREAS, ‘ XYZ ‘ is a company that has expertise and many experiences in designing the floor chart of
conveyor system and desirous to design, to sell and to deliver such design to ‘ ABC ‘ to be used as the
design for the construction of the floor chart of the ‘ ABC ‘’s CONVEYOR SYSTEM; and
C. WHEREAS, ‘ XYZ ‘ is desirous to be appointed by ‘ ABC ‘ to design and to deliver the design to ‘ ABC
‘ and ‘ ABC ‘ is willing to appoint ‘ XYZ ‘ to make, to sell and to deliver the design to ‘ ABC ‘ under the
terms and conditions as stipulated herein.
NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained, the PARTIES
hereby agree as follows:
I. SCOPE OF CONTRACT
Subject to the terms and conditions of this CONTRACT, ‘ ABC ‘ hereby appoints ‘ XYZ ‘, and ‘ XYZ
‘ accepts the appointment by ‘ ABC ‘, to make, to sell and to deliver to ‘ ABC ‘, the DESIGN (as
defined herein) for floor chart of the ‘ ABC ‘’s CONVEYOR SYSTEM.
II. DESIGN SPECIFICATION
The design that will be made, sell and deliver by ‘ XYZ ‘ for ‘ ABC ‘’s CONVEYOR SYSTEM shall be
consisting of the basic design and detailed design for Wood Chip Handling System with details as
follows:
1. Supply units: 17 Sets

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2. The scope of supply:
2.1. Basic engineering
2.1.1. Lay-out & conveyor profile review and confirmation.
2.1.2. Belt specification decisions.
2.1.3. Power output.
2.1.4. Machinery element (purchase item) decisions
2.1.5. Structure analysis.
2.1.6. Loading data.
2.2. Detail drawing.
2.2.1. Fabrication drawing
2.2.2. Assembly drawing.
2.3. Delivery design plans: Soft copy and Hard copy 3 pages
2.4. Conveyor List
NO. ITEM NO. SPECIFICATION Q'TY
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
(Hereinafter referred to as the “DESIGN”)
III. CONTRACT AMOUNT AND PAYMENT TERMS
1. Contract Amount
The PARTIES have agreed that the contract amount for the making and delivering the DESIGN is
USD ............ (in words: ......................................................... United States of America Dollars) (hereinafter
referred to as the “CONTRACT AMOUNT”)
2. Contract Amount Conditions
The CONTRACT AMOUNT is excluding the Value Added Tax (VAT).
3. Payment Terms
3.1. The PARTIES have agreed that all payment for the CONTRACT AMOUNT shall be made in

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United States of America Dollar (USD/US$), with the following terms:
Description Amount Remarks
Down Payment
(30%)
US$ ......... Shall be made by ‘ ABC ‘ to ‘ XYZ ‘ within 10 (ten)
business days after:
a) the signing date of the CONTRACT; and
b) the submission of invoice of the down payment
from ‘ XYZ ‘ to ‘ ABC ‘; and
c) the submission of PERFORMANCE BOND (as
defined below) from ‘ XYZ ‘.
Progress payment
(60%)
US$......... Shall be made in accordance with the monthly
progress (monthly implementation) as submitted by
‘ XYZ ‘ and approved by ‘ ABC ‘ and shall be paid
within 10 (ten) business days after the submission
of invoice of each progress payment (monthly
progress) from ‘ XYZ ‘ to ‘ ABC ‘.
Balance Payment
(10%)
US$ ..........
Shall be made within the next 10 (ten) business
days after:
a) the written authorization of completion of the
DESIGN has been given by ‘ ABC ‘.; and
b) the submission of invoice of the balance
payment from ‘ XYZ ‘ to ‘ ABC ‘.
3.2. All payment for the CONTRACT AMOUNT shall be paid by ‘ ABC ‘ to ‘ XYZ ‘ through
transfer mechanism into XYZ ’s bank account that may from time to time designated in
writing by ‘ XYZ ‘.
3.3. To prevent possibility of dispute in advance, when each payment of the CONTRACT
AMOUNT is given, ‘ XYZ ‘ shall send written confirmation of sending such payment to
‘ ABC ‘ not later than 2 (two) business days since the payment has been paid or
transferred and ‘ ABC ‘ shall send written confirmation of receiving such payment to ‘ XYZ
‘ not later than 2 (two) business days since the payment has been received.
4. Performance Bond
4.1. ‘ XYZ ‘ must provides ‘ ABC ‘ with Performance Bond that covering 30% (thirty percent) of
the CONTRACT AMOUNT that shall remain valid until 3 (three) months after the issuing
date of the Performance Bond (hereinafter referred to as the “PERFORMANCE BOND”).
4.2. The PERFORMANCE BOND shall be submitted by the ‘ XYZ ‘ to ‘ ABC ‘ no later than 10
(ten) business days after the signing date of this CONTRACT.
4.3. The validity of the PERFORMANCE BOND shall be automatically extended until the
issuance of written acceptance/approval from ‘ ABC ‘ explaining that ‘ ABC ‘ has
conducted an examination on the DESIGN and the DESIGN has been delivered in full to
‘ ABC ‘’s place.
4.4. The PARTIES agree that the PERFORMANCE BOND shall be irrevocable for any reason
during the period of validity of the PERFORMANCE BOND.
4.5. The PARTIES agreed that beneficiary of the PERFORMANCE BOND shall be entitled to
automatically call and request liquidation of such bond in the event the issuing PARTY
breaches any provisions of this CONTRACT and/or fails to meet its obligation under this

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CONTRACT.
IV. TAXES AND DUTIES
Except expressly stated otherwise herein, all taxes arising from or in connection with the transaction as
stipulated herein shall be borne by each respective PARTY.
V. DELIVERY, PENALTY AND THE TRANSFER OF OWNERSHIP
1. Delivery
1.1 The DESIGN shall be delivered to the place in Korea, as from time to time specified in
writing by ‘ ABC ‘.
1.2. Any and every delivery of the DESIGN shall be regarded as been completed after the
issuance of written acceptance/approval from ‘ ABC ‘ explaining that ‘ ABC ‘ has
conducted an examination on the DESIGN and the DESIGN has been delivered in full to
‘ ABC ‘’s place.
1.3. The delivery of the DESIGN shall be completed by ‘ XYZ ‘ in accordance with the terms
and conditions of this CONTRACT no later than 3 (three) months from the date of the
payment of DOWN PAYMENT (hereinafter referred to as the “DELIVERY PERIOD”), and in
the event of unavoidable circumstances and provided that such circumstances is approved
by ‘ ABC ‘, the PARTIES may extend the DELIVERY PERIOD with a separate written
agreement that shall be regarded as an integral part of this CONTRACT.
1.4. Details regarding the delivery schedule shall be submitted by ‘ XYZ ‘ to ‘ ABC ‘ no later
than 7 (seven) days before the Technical Meeting is conducted and such detail shall be
approved by ‘ ABC ‘ within 7 (seven) days after the Technical meeting is conducted.
2. Penalty
Any delay to the delivery of the DESIGN by ‘ XYZ ‘ as stipulated in Article V paragraph 3 above
which occurred because of ‘ XYZ ‘’s own reason, shall be subject to penalty in the amount of
1.5/1000 (one point five per mill) per day of the CONTRACT AMOUNT and will be deducted from
the CONTRACT AMOUNT (hereinafter referred to as the “PENALTY”), provided however the
maximum amount for the PENALTY shall not exceeded 5/100 (five percent) from the CONTRACT
AMOUNT. ‘ ABC ‘ shall retain the right to terminate this CONTRACT in the event that the delivery
of the DESIGN is not conducted by ‘ XYZ ‘ until the PENALTY has reached its maximum amount.
2. Start date is based on “A” contract date and
3. Transfer of Ownership
All rights and ownership of the DESIGN shall be moved and transferred from ‘ XYZ ‘ to ‘ ABC
‘ after ‘ ABC ‘ has settled and paid the CONTRACT AMOUNT in full to ‘ XYZ ‘.
VI. WARRANTY
‘ XYZ ‘ warrants that the DESIGN as stipulated in this CONTRACT that shall be made and delivered
hereunder will be a brand new DESIGN and free from defects. In the event that the DESIGN is found
defect, ‘ XYZ ‘ shall change and/or repair the DESIGN without imposition of additional cost including
without limitation to the repair cost, transportation cost, accommodation cost and/or delivery cost.

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VII. EFFECTIVE DATE
This CONTRACT shall legally binding and become effective upon the signing date of this CONTRACT.
VIII. EXPIRATION AND/OR TERMINATION OF THE CONTRACT
1. Expiration and/or Termination
This CONTRACT may be expired and/or terminated with given prior written notice for at least 14
(fourteen) business days before the effective date of termination:
1.1. Automatically expired if the PARTIES have fulfilled all of its obligations pursuant to
thisCONTRACT ; or
1.2. Terminated by mutual written agreement between the PARTIES; or
1.3. Terminated by mutual written agreement between the PARTIES if one or more event(s) of
FORCE MAJEURE render it impossible for the affected PARTY to fulfill its obligations in
accordance with the terms and condition of this CONTRACT and such event of FORCE
MAJEURE is permanent, or if temporary, latest uninterruptedly for a continuous period of 30
(thirty) days or more; or
1.4. Terminated by either PARTY if a PARTY becoming insolvent or a petition being presented or
an order being made or an effective resolution being passed for the winding up, insolvency,
administration, reconstruction, dissolution or bankruptcy of a PARTY; or
1.5. Terminated by ‘ ABC ‘ in the event ‘ XYZ ‘, for any reason, breach any of its obligations
under this CONTRACT and/or ‘ XYZ ‘ breached the provision of Article V paragraph 2 of this
CONTRACT and/or if ‘ XYZ ‘ breached the provision of Article XI paragraph 1 of this
CONTRACT; or
1.6. Terminated by ‘ XYZ ‘ in the event ‘ ABC ‘ does not fully paid the CONTRACT AMOUNT
and/or the construction of the floor chart of the ‘ ABC ‘’s CONVEYOR SYSTEM is suspended
by the government authority;
2. The expiration or termination of this CONTRACT as provided in Article VIII paragraph 1 of this
CONTRACT shall not removes and/or waives any unfulfilled obligations of the PARTIES which are
pending and/or have appeared prior to the event of termination.
3. In the event of termination that conducted by ‘ ABC ‘ for any reason stated in Article VIII
paragraph 1 subparagraph 1.3, 1.4 and 1.5, then the following condition shall apply:
3.1. ‘ ABC ‘ shall be entitled to any and every DESIGN which have been completely delivered to
‘ ABC ‘; and
3.2. ‘ ABC ‘ shall be entitled to call and request liquidation of the PERFORMANCE BOND; and
3.3. the payment of the CONTRACT AMOUNT that has been received by ‘ XYZ ‘ prior to the
termination date shall be refunded by ‘ XYZ ‘ to ‘ ABC ‘ within 10 (ten) business day after
the effective date of the termination.
4. In the event of termination that conducted by ‘ XYZ ‘ for any reason stated in Article VIII
paragraph 1 subparagraph 1.3, 1.4 and 1.6, then the following condition shall apply:
4.1. ‘ ABC ‘ shall be entitled to any and every DESIGN which have been completely delivered to
‘ ABC ‘; and
4.2. ‘ ABC ‘ shall pay all outstanding CONTRACT AMOUNT which appeared before the effective
date of the termination; and

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4.3. ‘ XYZ ‘ shall be entitled to revoke the PERFORMANCE BOND and shall have no obligation to
provide the outstanding DESIGN.
IX. APPLICABLE LAW AND DISPUTE SETTLEMENT
1. This CONTRACT shall be governed by and construed in accordance with the law of _________.
2. Any disputes, controversies, conflicts, differences and/or other matters which may arise between
the PARTIES, out of or in relation to or in connection with this CONTRACT, or for the breach
thereof, shall be first settle through negotiation between the PARTIES to achieve an amicable
settlement, within 30 (thirty) days since the first formal negotiation meeting is conducted.
3. Failure to make amicable settlement of any disputes, controversies, conflicts, differences and/or
other matters between the PARTIES, out of or in relation to or in connection with this CONTRACT,
or for the breach thereof shall be finally settled by arbitration at the Republic of ............. in ............
The award of arbitration shall be final and binding.
3. The PARTIES shall continue to perform their obligations hereunder until the arbitrators give their
award.
X. FORCE MAJEURE
1. Neither PARTY shall be responsible or liable for or deemed in default or in breach for failure to
perform its part or whole of its obligation under or pursuant this CONTRACT due solely to one
or more events of FORCE MAJEURE or its or their effects or by any combination thereof.
2. The FORCE MAJEURE as referred to in Article X Paragraph 1 above shall means, including but
limited to, forcefire, flood, strikes, labor troubles or other industrial disturbances, war (declared or
undeclared), embargoes, blockades, legal restrictions, riots, insurrections, act of government or
government regulation.
3. The affected PARTY shall promptly notify the other PARTY related of such cause or circumstances
of the FORCE MAJEURE not later than 7 (seven) business days together with the written
statement from related authorities explaining of such conditions and the PARTIES will consult and
determine what action should be taken to best protect their respective interests.
XI. MISCELLANEOUS
1. Confidentiality
1.1 Each PARTY must keep confidential the contents of this CONTRACT, the details of any
negotiations leading to the conclusion of this CONTRACT, any communication made or
documentation issued in connection with this CONTRACT and/or any information related to
this CONTRACT including without limitation to the present project drawings, specifications
and other know how, and each PARTY shall not disclose the same to any other party
without the prior written consent of the other PARTY.

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1.2. The obligation of confidentiality under this CONTRACT is a continuing obligation and shall
remain in force during the term of this CONTRACT and afterwards for a period of 1 (one)
year.
1.3. Any violation of this provision which conducted by either PARTY under this CONTRACT shall
caused the other PARTY entitled to seek remedy and/or to claim for compensation to such
PARTY.
1.4. ‘ ABC ‘ shall retain the right to terminate this CONTRACT in the event ‘ XYZ ‘ breached the
provision of this Article.
2. Changes, Amendment, and Attachment
2.1. Any other terms and conditions not specified in this CONTRACT or any changes in content
or material of this CONTRACT shall be discussed mutually and agreed upon by the PARTIES
at later stage, as the amendment to this CONTRACT, and the amendment, supplements,
and/or alteration to the terms and conditions of the CONTRACT shall not become binding
unless made in written form, signed by the authorized representatives of the PARTIES and
approved by respective authorities if required.
2.2. Any and all attachments, appendixes, addendum, and/or amendments to the CONTRACT, as
may time to time agreed in writing by the PARTIES, shall be regarded as an integral and
inseparable part of this CONTRACT.
3. Severability
In the event that any clause or part of a clause in this CONTRACT shall for any reason be
determined by any regulations and/or court or arbitral tribunal to be illegal, invalid or
unenforceable, then the remaining clauses and other parts of the clause 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 clause(s) that would
replace such clause(s).
4. Entire Agreement
This CONTRACT constitutes the entire agreement between the PARTIES with respect to the
subject matter hereof and cancels and supersedes any prior understandings and agreements
between the PARTIES with respect thereto. There are no representations, warranties, terms,
conditions, undertakings or agreements, express, implied or statutory, between the PARTIES other
than as expressly set forth in this CONTRACT.
5. Assignment
Neither PARTY may assign or transfer any of its rights or obligations under this CONTRACT
without the prior written consent of the other PARTY.
6. Services Ancillary
In the event ‘ ABC ‘ requesting for services ancillary to ‘ XYZ ‘, ‘ XYZ ‘ shall provide Supervisor
personnel to assisting ‘ ABC ‘ for the implementation of the DESIGN in the construction of floor
chart of ‘ ABC ‘’s CONVEYOR SYSTEM, provided that ‘ ABC ‘ shall bear any cost which incurred
for the placement of such supervisor personnel including air tickets, local transportation and
accommodation and the expense of the Supervising Fee which is based on the date from
Indonesia departure date, and ‘ ABC ‘ shall pay the corresponding costs in the amount of USD
500 (five hundred United States of America Dollar) per person.

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IN WITNESS HEREOF, the PARTIES have caused this CONTRACT to be executed in duplicate by their duly
authorized officers or representatives as of day and year first above written.
For and on behalf of ‘ ABC ‘,
PT. ____________________
_________________________________________
Name: .........................................
Title: ............................................
For and on behalf of ‘ XYZ ‘,
____________________ LTD.
_________________________________________
Name: .......................................
Title: ..........................................