Installation Agreement Sample (Purchase this doc, Text: 08118887270 (Whatsapp))

INSTALLATION AGREEMENT
Document No. ____________________
PT. _________________
With
PT. _________________
For
Site Installation Works for Extension ___________ CPO
Mill
Rev Date Description By Approved
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Project Name : SITE INSTALLATION WORKS FOR EXTENSION IN ___________ CPO MILL
Project No :
Contractor Name : PT. _________________
This INSTALLATION AGREEMENT (hereinafter referred to as the “Agreement”) is made on .........................
PARTIES
1. PT. _________________, a limited liablility company duly established and existing under the laws of
Republic of Indonesia, having its domicile at .........................................................................................
(hereinafter referred to as “‘ ABC ‘””)
AND
2. PT. _________________, a limited liability company duly established and existing under the laws of
Republic of Indonesia, having its address at ..........................................................................................
(hereinafter referred to as “‘ XYZ ‘” or “Contractor”)
‘ ABC ‘ and ‘ XYZ ‘ collectively hereinafter can be referred to as the “Parties” and separately can be referred
as the “Party”.
WITNESSETH
WHEREAS:
(A) ‘ ABC ‘ is the owner of ___________ Palm Oil Mill established at ....................................................
(hereinafter referred to as the “Mill”) and has decided to upgrade the Mill.
(B) ‘ ABC ‘ desires to engage the Contractor to execute and complete the Installation Works briefly
described in the Schedule appearing at the end of this Agreement (the “Schedule”) and more
particularly as described in Annex ‘A’ hereto (the “Installation Works”).
NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained, the Parties
hereby agree as follows:
SCOPE OF AGREEMENT
The Contractor hereby agrees with ‘ ABC ‘ to carry out, bring to completion and maintain the Installation Works
in accordance with and subject to the Conditions of Installation Agreement, the Schedule and all other Related
Documents set out in the Schedule (the “Related Documents”), for the Installation Sum stated in the
Schedule (or such other sum as may become payable under the provisions ofthis Agreement).

CONDITIONS OF INSTALLATION AGREEMENT
1. Interpretation
1.1 The following words shall have the following meanings:-
“Schedule” means the schedule referred to in the Agreement.
“Site” means the places where the Installation Works are to be carried out together with any
other places made available to the Contractor by ‘ ABC ‘ for the purposes ofthis Agreement;
“Related Documents” include these Conditions of Installation Agreement, and any other
documents referred to in the Schedule;
1.2 In the event of inconsistency between the Schedule and these Conditions of Installation
Agreement, the Schedule shall be proposed for reviewed and subject to ‘ ABC ‘ approval.
2. Execution of Installation Works
2.1 The Contractor shall execute and complete the Installation Works subject to and in accordance with
this Agreement and in all respects to the satisfaction of ‘ ABC ‘.
2.2 Without prejudice to clause 7, the Contractor shall indemnify and save harmless ‘ ABC ‘;
a) against any liability incurred by ‘ ABC ‘ to any person or any third party including any other
sub-contractor engaged (whether by ‘ ABC ‘ or otherwise) on the Site; and
b) against all claims, loss, damages, costs (including legal costs on a full indemnify basis) and
expenses made againstor incurred by ‘ ABC ‘,
by reason of any act, omission, negligence, default or breach ofduty by the Contractor, its servants or
agents in connection with this Agreement or the Installation Works or any dishonesty on the part of the
Contractor, its servants or agents.
2.3 In addition and without prejudice, to the Contractor’s obligations under clauses 2.1, the Contractor
undertakes with ‘ ABC ‘ to:
a) cooperate with ‘ ABC ‘’s work force and all other contractors and sub-contractors and workers
on the Site (if any);
b) comply with all directions of ‘ ABC ‘ relating to access and work areas and the order of work to
be completed in the manner and time as ‘ ABC ‘ directs or requires;
c) inspect and certify all of the goods and/or all necessary of temporary materials, which will be
imported and/or supplied by ‘ ABC ‘ and/or its servants or its agents and/or by the Contractor
(if any) to the Site, in each of its port of departure including but not limited in Port Klang
Malaysia, in order to ensure that all the goods and/or all necessary temporary materials are
complied with its specifications as setforth in this Agreement;
d) discharge all debts and liabilities which may be owing from time to time to all its suppliers and
sub-contractors on the due date failing which ‘ ABC ‘ may (but shall not be obliged) pay and
satisfy the same and deduct any amount so paid from any money at any time due to the
Contractor under this Agreement;
e) The Contractor shall pay and be solely responsible for the payment of all workmen engaged in
the performance of the Installation Works, including all amounts payable in respect of
overtime, all social benefits, indemnities, compensation and fringe benefits of whatsoever
nature;

f) Ensure that it submits to ‘ ABC ‘ in good time all notices or claims, and all information,
documents and/or evidence which ‘ ABC ‘ may require.
2.4 Notwithstanding anything herein contained, ‘ ABC ‘ shall notbe obliged to pay for any unfixed goods or
all necessary of temporary materials supplied to the Site unless and until the Contractor has satisfied ‘
ABC ‘ that the supplier concerned has no claim to ownership or possession of such goods or all
necessary of temporary materials. The property in any unfixed goods or all necessary of temporary
materials for incorporation into the Installation Works shall pass to ‘ ABC ‘ upon delivery to the Site.
2.5 Time shall be of the essence of this Agreement insofar as it relates to obligations or agreements of the
Contractor.
3. Price to be inclusive
3.1 Unless otherwise expressly provided in the Schedule (Services to be provided by ‘ ABC ‘), the
Contractor shall provide all labor, plant, all necessary of temporary materials, equipment, machinery,
vehicles, tools, facilities and services required for the proper execution and completion of the
Installation Works. The Contractor’s rates and prices in (where applicable) the schedule of rates or
bills of quantities as the case may be shall be deemed to be inclusive of all ancillary and other works
and expenditure, whether separately or specifically mentioned or described in the Related Documents
or not, which are either indispensably necessary to carry out and bring to completion the Installation
Works, or which contingently become necessary to overcome difficulties before completion.
4. Warranty ofsuitability
4.1 Insofar as and to the extent that there has been reliance by the Contractor in regard to the design or
suitability of the Installation Works or any part thereof or any goods or all necessary of temporary
materials in this Agreement, the Contractor undertakes that the Installation Works (or such part
thereof) and/or the goods or all necessary of temporary materials shall be fit for the purpose for which
they are required.
5. Examination ofSite
5.1 The Contractor shall be deemed to have examined the Site and its surroundings and to have fully
satisfied i’ ABC ‘lf of the physical conditions upon and below the surface of the Site, the climatic
conditions in the locality of the Site, the nature of and access to the Site, the nature, extent, amount
and location of the Installation Works and the nature, quality, extent and amount of labour, plant, all
necessary of temporary materials, equipment, machinery, vehicles, tools, facilities and services
required, and all other matters which can in anyway affect the execution of the Installation Works. The
Contractor hereby acknowledges he shall not rely on any information given or statement made to him
in relation to the Installation Works by ‘ ABC ‘.
6. Completion and Delay
6.1 The Contractor shall carry out the Installation Works with diligence and due expedition at all. The
Contractor shall commence the same by the Installation Commencement Date specified in the
Schedule or (where none is specified) upon receipt of ‘ ABC ‘’s written notice to commence the
Installation Works and shall complete the Installation Works by the Installation Completion Date
specified in the Schedule subject to any extension of the period granted in accordance with clause 6.2
below;

6.2 The period for completion shall be extended by such time as may in all circumstances be fair and
reasonable in the following events:
a) by any wrongful or negligent act of default or delay or breach of this Agreement by ‘ ABC ‘, its
servant or agents and a delay results; or
b) by any wrongful or negligent act or default or delay that conducted by any other ‘ ABC ‘’s
contractor(s) and/ or sub-contractor(s) and/or its workers on the Site (if any), which cause a
delay and/or failure for Contractor to execute the Installation Works in accordance with this
Agreement.
Provided Always that as a condition precedent to such extension of time, the Contractor shall as soon
as such delay becomes apparent forthwith give written notice of the cause of delay to ‘ ABC ‘ and
provided also that the Contractor shall constantly use his best endeavours to prevent delay and shall
do all that may reasonably be required to proceed with the Installation Works. The extension of time
scheduled subjectto ‘ ABC ‘ approval.
6.3 Practical completion of the Installation Works shall take place on the date when the Installation Works
are completed to the satisfaction of ‘ ABC ‘ and ‘ ABC ‘ accepts handover ofthe Installation Works.
6.4 Unless the Schedule does notprovide for liquidated damages for delay in completion of the Installation
Works (in which event ‘ ABC ‘ shall be entitled to such damages as it shall incur), ‘ ABC ‘ shall, in the
event the Contractor fails to complete the Installation Works by the Installation Completion Date, be
entitled to recover from the Contractor liquidated damages calculated at the rate stated in the
Schedule for the period from the Installation Completion Date to the actual date of completion.
7. Third Party Claims and Indemnities
7.1 The Contractor shall be liable for and shall indemnify ‘ ABC ‘ from and against any liability, loss,
damage, claim or proceedings whatsoever arising under any statute or at common law in respect of
personal injury to or death of any person whomsoever arising out of or in the course of or caused by
the carrying out of the Installation Works unless due to any negligence or breach of duty on the part of
‘ ABC ‘ its servants or agents.
7.2 The Contractor shall be liable for and shall indemnify ‘ ABC ‘ from and against any expense, liability,
loss, claim or proceedings in respect of any injury or damage whatsoever to any property real or
personal insofar as such injury or damage arises out of or in the course ofor is caused by the carrying
out of the Installation Works unless due to any negligence or breach of duty on the part of ‘ ABC ‘, its
servants or agents.
8. Insurance – Contractor
8.1 Without prejudice to its liability to indemnify ‘ ABC ‘ under clause 7, the Contractor shall maintain:-
a) such insurances as are necessary (and in such amounts as are from time to time specified by
‘ ABC ‘) to cover the liability ofthe Contractor under clause 7;
b) such insurances as are necessary (and in such amounts as are from time to time specified by
‘ ABC ‘) to cover its liabilities under or arising outof this Agreement; and
c) such insurances as are specified in the Schedule.
8.2 As and when required to do so by ‘ ABC ‘ (in respect of insurance taken out in pursuance of the terms
of this Agreement), the Contractor shall produce for inspection by ‘ ABC ‘, documentary evidence that
the insurances required by or referred to in this Agreement are properly effected and maintained
(including where required the policy or policies and premium receipts in question), failing which ‘ ABC ‘
may take out the insurances at the Contractor’s cost.

8.3 All insurances required to be taken out pursuant to this clause 8 shall be endorsed to the effectthat:
a) they respond in priority to any insurance taken out by ‘ ABC ‘; and
b) any deductible under any insurance taken out by the Contractor shall be borne wholly by the
Contractor;
The Contractor shall require its insurers to name ‘ ABC ‘, its officers, employees and agents as
additional insured and to include a cross liability provision stipulating that such insurances shall apply
as though separate policies had been issued to each insured. All insurances shall also provide that the
insurer waives all rights of subrogation againstany and all other parties included as the insured.
8.4 The Contractor shall not all necessary of temporary materially change the insurances without prior
approval from ‘ ABC ‘.
8.5 If any of the insurances required under this clause are cancelled, or the Contractor fails to procure
them or keep them in force during the term of this Agreement, ‘ ABC ‘ shall have the right to procure or
renew the same and the Contractor shall be liable to pay for the costthereof.
8.6 The taking out of any insurance as herein provided shall not relieve the Contractor of any of its
obligations under this Agreement or at common law or pursuant to any statute, rule, regulation or other
enactment.
8.7. The Contractor shall not commence performance of the Installation Works until all of the insurances
required of the Contractor are in force and the necessary documents, if requested by ‘ ABC ‘ have
been received by ‘ ABC ‘.
9. Contractor’s goods,allnecessary oftemporary materials,etc
9.1 Without Prejudice to clause 9.2, the Installation Works (including any all necessary of temporary
materials or goods on Site for the Contractor’s use) shall remain until completion at the risk of the
Contractor who shall make good at his own expense and without payment any accidental or other loss
or damage thereto howsoever caused (including theft or other act of third parties) save only damage
(other than damage to the Installation Works due to a risk insured under clause 8) caused by any
willful or negligentactor default of ‘ ABC ‘, its servants or agents.
9.2 The Contractor shall take all reasonable steps to protect the Installation Works until the Installation
Completion Date.
9.3 The plant, tools, equipment or other property belonging to or provided by the Contractor, his servants
or agents shall be at the sole risk of the Contractor, and any loss or damage to the same or caused by
the same shall, except for any loss or damage due to any willful or negligent act or default of ‘ ABC ‘ or
his servants or agents, be the sole liability of the Contractor who shall indemnify ‘ ABC ‘ against any
loss, claim or proceedings in respectthereof.
9.4 Any insurance against any loss or damage to or caused by the aforesaid plant, tools, equipment or
other property shall be the sole concern ofthe Contractor.
10. Instructions andDirections of ‘ABC ‘
10.1 ‘ ABC ‘ shall within a reasonable time issue to the Contractor any instructions, directions or
requirements in regards to the Installation Works, including the ordering ofany variation therein.

10.2 The Contractor shall forthwith comply with any instruction, direction or requirement referred to in
clauses 10.1.
10.3 The Contractor shall constantly keep upon the Installation Works a competent representative in-
charge and any instructions given to him on any matter in connection with this Agreement shall be
deemed to have been issued to the Contractor.
10.4 If any instruction, direction or requirement referred to in clauses 10.1 is given verbally to the Contractor
or his representative-in-charge by ‘ ABC ‘ then such instruction, direction or requirement shall be of no
immediate effect but shall be confirmed in writing by the Contractor to ‘ ABC ‘ within 3 days and if not
dissented from in writing by ‘ ABC ‘ within 7 days from the receiptof the Contractor’s confirmation shall
take effect as from the expiration ofthe said 7 days.
Provided always
a) That if ‘ ABC ‘ within 7 days of giving such oral instruction, direction or requirement shall
himself confirm the same in writing, then the Contractor shall not be obliged to confirm as
aforesaid and the said instruction, direction or requirement shall take effect as from the date of
‘ ABC ‘’s confirmation; and
b) If neither ‘ ABC ‘ nor the Contractor shall confirm such an oral instruction, direction or
requirement in the manner and at the time aforesaid but the Contractor shall nevertheless
comply with the same, then ‘ ABC ‘ may confirm the same in writing at any time prior to the
final payment of the Agreement hereunder and the said instruction, direction or requirement
shall thereupon be deemed to have taken effecton the date on which it was issued.
10.5 Except for ‘ ABC ‘’s orders, instructions, directions, determinations, regulations and approvals which
are inconsistent with this Agreement or with any laws, regulations, or rules that applied in Indonesia, if
within 7 days after receipt of a written notice from ‘ ABC ‘ requiring compliance with an instruction,
direction or requirement the Contractor does not comply therewith, then ‘ ABC ‘ may employ and pay
other persons to comply with such instruction, direction or requirement referred to in clauses 10.1 and
all costs incurred in connection with such employment shall be recoverable from the Contractor as a
debt or may be deducted from any monies due or to become due to the Contractor under this
Agreement.
10.6 The Contractor shall obey, carry out and give effect to all orders, instructions, directions,
determinations, regulations and approvals from time to time issued or promulgated by ‘ ABC ‘, whether
orally or in writing, and without in any way limiting the generality of the foregoing, including those
relating to safety and security. Provided, however, that any such order, instruction, direction,
determination, regulation or approval which is repugnant to or inconsistent with this Agreement or with
any law, regulation, rule or direction of any authority or authorities having jurisdiction over the
performance of the Installation Works shall, but only to the extent of such inconsistency, be void and of
no effect.
11. Installation Sum
11.1 The price of the Installation Works (the “Installation Sum”) shall be the sum named in or to be
determined by the provisions of the Schedule or such other sum as shall become payable under the
provisions ofthis Agreement.
11.2 The price is a fixed price not subject to measurement or recalculation should the actual quantities of
work and all necessary of temporary materials differ from any estimates available at the time of

contracting, except in regard to variations which may be ordered by ‘ ABC ‘, which shall be valued
under the terms ofthis Agreement in accordance with clause 14 (For Lump Sum contract).
12. Variations
12.1 For the purposes of this Agreement, variation shall mean any change to the Installation Works briefly
described in the Schedule and attached as Annex ‘A’ hereto and shall be limited to:
a) increase, decrease or omitany partof the work under the Agreement;
b) change the character or quality of any all necessary oftemporary material or work;
c) change the levels, lines, positions or dimensions ofany partof the work under the Agreement;
d) execute additional work; and/or
e) demolish or remove all necessary oftemporary material or work no longer required by ‘ ABC ‘.
12.2 The Contractor shall not vary the work under the Agreement except as directed by ‘ ABC ‘ or approved
in writing by ‘ ABC ‘.
12.3 ‘ ABC ‘ may at any time and from time to time require variations to the Installation Works. No variation
required by ‘ ABC ‘ shall vitiate this Agreement.
12.4 Without prejudice to clause 10.4, any additions to the Installation Works shall be executed, and any
omissions from the work omitted only after the written approval of ‘ ABC ‘ has first been obtained and ‘
ABC ‘ shall not be liable to the Contractor for the cost of executing such extra work if ‘ ABC ‘ has not
given prior approval to the work being undertaken.
12.5 The value of all variations made or allowed shall be valued in accordance with the schedule for pricing
of the variations, or, where there is none, then, unless otherwise agreed, such value shall be
determined in accordance with the following rules:-
a) The schedule of rates or the bills of quantities as the case may be upon which the Installation
Sum is based shall determine the valuation of extra work of similar character executed under
similar conditions as work priced therein.
b) The said prices where extra work is not of a similar character or executed under similar
conditions as aforesaid, shall be the basis of prices for the same so far as may be reasonable,
failing which a fair valuation thereof shall be made by ‘ ABC ‘.
c) The prices in the said schedule of rates or bills of quantities shall determine the valuation of
items omitted; provided that if omissions substantially vary the conditions under which any
remaining items of work are carried out the prices for the remaining items shall be valued
under sub-clause (b).
d) Where ‘ ABC ‘ considers extra work cannot properly be measured and valued, the Contractor
shall be allowed day-work rates or the prices prevailing when such work is carried out (unless
otherwise provided in the Related Documents):-
(i) at the rates, if any, inserted by the Contractor for this purpose in the schedule of rates
or the bills ofquantities or in any other Related Document; or
(ii) where no such rates have been inserted, at the actual prime cost to the Contractor of
his all necessary of temporary materials, transport and labor for the work concerned,
plus the percentage stated in the Schedule, which percentage shall be deemed to
compensate adequately the Contractor in respect of all costs including costs of
ordinary plant, tools, existing scaffolding and for supervision, overheads and profit.
Provided that as a condition precedent to payment in either case under this paragraph, vouchers
specifying the time daily spent upon the work (and, if required by ‘ ABC ‘, the workmen’s names) and
any plant, equipment or all necessary of temporary materials employed shall be delivered for
verification to ‘ ABC ‘ not later than one working day following that in which work has been executed.

13. Expenses Un-loading cost
13.1 All costs incurred from third party (“Kuli bongkar”) at the time of delivery of material to the Site will be
the responsibility ‘ ABC ‘.
13.2 ‘ ABC ‘ will discuss and pay directly to such third parties.
14. Goods and servicetax and value added tax
14.1 Any reference to the Installation Sum or any part thereof shall be regarded as such sum exclusive of
any goods and services tax, value added tax or tax of a similar nature (hereinafter called the “Taxes”).
14.2 ‘ ABC ‘ shall pay or reimburse to the Contractor any Taxes chargeable on the supply by the Contractor
to ‘ ABC ‘ of any goods and services under this Agreement and the Contractor’s Progress Statement
and Final Statement shall setout any Taxes payable.
15. Payment
15.1 The Contractor shall by the 2nd day of each calendar month, submit a detailed statement (the
“Contractor’s Progress Statement”) to ‘ ABC ‘ setting out the total value of the work (including
authorized variations) and goods or all necessary of temporary materials properly executed or
delivered by the Contractor which statement shall be made up to the last day of the preceding
calendar month. The Contractor shall provide all details necessary to substantiate any statement
submitted by the Contractor as to the amount of any valuation under this sub-clause.
15.2 Subject to clause 15.5, interim payments shall comprise the total value of the Installation Works
(including authorized variations) properly executed and of the all necessary of temporary materials and
goods properly delivered on Site for incorporation in the Installation Works but ‘ ABC ‘ shall be entitled
to take into account any dispute, withholding, claim, set-off, defense or counterclaim of ‘ ABC ‘ in
respect of or arising out of the Installation Works or any act of default of the Contractor, his servants or
agents.
15.3 Unless otherwise specified in the Schedule, the first payment and further interim payments shall be
due within 14 days after ‘ ABC ‘ receives the Contractor’s Progress Statement
.
15.4 Within 30 days of completion of the Installation Works, the Contractor shall submit to ‘ ABC ‘ a final
statement (the “Final Statement”) setting out, exhaustively, all outstanding claims by the Contractor
under or arising out of the Agreement or the Installation Works. ‘ ABC ‘ shall notbe liable for any claim
which is not included in the Final Statement.
15.5 As a condition precedent to payment, the Contractor together with any Contractor’s Progress
Statement or Final Statement shall be required to ifso directed to:
a) provide ‘ ABC ‘ with a statutory declaration by a representative of the Contractor that all
workers who have at any time been employed by the Contractor on work under the
Agreement have at the date of the direction been paid all monies due and payable to them in
respectoftheir employmenton the work under the Agreement; and
b) provide ‘ ABC ‘ with documentary evidence that, at the date of the direction, all workers who
have been employed by a subcontractor of the Contractor (if any) have been paid all monies
due and payable to them in respect of their employment on the work under the Agreement;
and

c) provide ‘ ABC ‘ with a statutory declaration that the Contractor is a registered employer in
accordance with the applicable Income Tax Assessment Act, as amended from time to time
and that all deductions from workers wages in compliance with that registration have been
remitted to the Taxation Commissioner by the due date; and
d) provide ‘ ABC ‘ with a statutory declaration by a representative of the Contractor within 21
days of the submission for the Contractor’s Progress Statement that all subcontractors (if any)
have been paid all monies due and payable to them in respect of the work under the
Agreement.
15.6 ‘ ABC ‘ may retain out of any amount which would otherwise be payable to the Contractor, such
retention moneys as are setout in the Schedule.
15.7 Retention moneys will be paid to the Contractor, subject to any right of set-off or deduction which ‘
ABC ‘ may be entitled, and will be released to the Contractor in the amount and at the date/period
specified in the Schedule.
16. ‘ ABC ‘’s right to set-off
16.1 ‘ ABC ‘ shall be entitled to deduct and set off from any moneys (including any retention money)
otherwise due under this Agreement any amount agreed by the Contractor as due to ‘ ABC ‘, or finally
awarded in arbitration or litigation in favor of ‘ ABC ‘, and which arises out of or in connection with this
Agreement.
16.2 ‘ ABC ‘ shall be entitled to deduct and set-off against any money (including any retention money)
otherwise due under this Agreement the amount of any claim for loss, damages, costs or expense
which has been or may be incurred by ‘ ABC ‘ by reason of any breach of or failure to observe the
provisions ofthis Agreement by the Contractor.
16.3 Any amount set-off under clauses 16.1 or 16.2 is without prejudice to the rights of ‘ ABC ‘ in any
subsequentnegotiations, arbitration or litigation to seek to vary the amount set-off.
16.4 ‘ ABC ‘’s right to set-off shall be cumulative and in addition to any other rights and remedies which it
may have at law or in equity.
17. Defects,non-conformities and other faults
17.1 The Contractor shall be liable to make good all defects, non-conformities or other faults which may
appear in the Installation Works. All defects, non-conformities and other faults for which the Contractor
is liable shall, subject to clause 17.2, be made good at the Contractor’s own cost and in accordance
with the request of and in all respects to the satisfaction of ‘ ABC ‘ provided always notice of such
defects, non-conformities and other faults have been notified to the Contractor by ‘ ABC ‘.
17.2 Should the Contractor fail promptly to proceed with the execution of works to make good any such
defects, non-conformities or other faults and to complete the same within 10 days after receipt of
notice to do so, ‘ ABC ‘ may, without prejudice to any other rights or remedies which it may have,
make other arrangements for the execution of such work and the cost of the execution of such work
shall be paid to ‘ ABC ‘ or be otherwise recovered from the Contractor as a debt.
18. Clean up of Site

18.1 In addition, and without prejudice, to the Contractor’s obligations under clause 2.1, the Contractor
shall:
a) at all times during the execution of the Installation Works promptly clear away and remove
from the Site all rubbish resulting from his execution of the Installation Works and keep the
Site clean and tidy.
b) upon completion of the Installation Works, the Contractor shall leave the Site in a clean and
tidy condition and shall, at its expense, remove from the Site all equipment and any other
property or surplus all necessary of temporary materials supplied by the Contractor under this
Agreement. If the Contractor fails to comply with the provisions of this clause, ‘ ABC ‘ shall be
entitled to carry out such work by its own employees or other contractors and the Contractor
shall be liable for the cost of such cleaning, tidying and removal of such equipment, any other
property and surplus all necessary of temporary materials. Such equipment and surplus all
necessary of temporary materials removed as aforesaid may (at ‘ ABC ‘’s sole discretion) be
stored at the Contractor’s risk and expense. ‘ ABC ‘ shall be entitled to sell such equipment
and surplus all necessary of temporary materials, after the expiry of 14 days from the date of
expiry or sooner termination of this Agreement without being liable for any claim whatsoever
by the Contractor. The Contractor shall indemnify ‘ ABC ‘ against any claim whatsoever in
respect of such equipment, other property or surplus all necessary of temporary materials sold
as aforesaid.
19. Rightof Access of ‘ ABC ‘, etc
19.1 ‘ ABC ‘ and all persons duly authorized by him shall at all reasonable times have access to any work
which is being prepared for or will be utilized in the Installation Works and to inspect the same.
20. Safety and Environment
20.1 The Contractor shall at all times maintain systems and working conditions on Site that ensure the
health and safety of persons affected by the works and that reduce adverse environmental impacts of
the works to as low as reasonably practicable. The Contractor shall comply fully with all and any safety
rules, instructions and regulations from time to time issued by ‘ ABC ‘. Approval by ‘ ABC ‘ shall not
relinquish any of the Contractor’s obligations or liabilities under this clause 20 nor relieve the
Contractor of the responsibility to comply with the Agreement.
20.2 The Contractor shall in the execution of the Installation Works observe and comply fully with all
obligations and requirements (including insurance requirements) imposed under statute, subsidiary
legislation, by-laws.
20.3 The Contractor shall prior to the commencement of the Installation Works and as and when
necessary, at its own costs, obtain from the governmental and other competent authorized personnel
all necessary approvals, consents, licenses and permits whatever which may be from time to time
required for or in connection with the execution of the Installation Works or any other matter relating to
this Agreement, and shall at its own costs to keep on foot and promptly renew from time to time all
such necessary approvals, consents, licenses and permits and promptly to deliver to ‘ ABC ‘ on
demand certified true copies of all such approvals, consents, licenses and permits and documentary
evidence of payment of all fees, duties and or impositions levied by the relevant authorities. The
Contractor shall at all times exhibit all such notices, certificates, licenses and permits referred to in the
foregoing provision in such manner as required by law.
20.4 Where the Contractor is carrying out work or is about to carry out work that is unsafe or may cause
environmental harm, ‘ ABC ‘ may serve notice to that effect on the Contractor requiring the Contractor

to stop work and to rectify the situation within the time stipulated in the notice. If the condition is not
made good by the Contractor at its own cost within the time stated in the notice, ‘ ABC ‘ may by i’ ABC
‘lf or by its contractors or agents remedy the condition atthe costs ofthe Contractor.
20.5 The Contractor shall not do or permit to be done any act or thing which may become a nuisance to or
give cause for reasonable complaint from the occupiers of neighboring premises or of other parts of
the Site.
21. Hours ofwork
21.1 No part of the Installation Works shall be carried out by the Contractor outside of ‘ ABC ‘’s prescribed
working hours unless the prior written approval of ‘ ABC ‘ has first been obtained which may be given
subjectto such conditions as may be imposed by ‘ ABC ‘.
21.2 Without prejudice to clause 21.1, ‘ ABC ‘ may direct the Contractor at the Contractor’s own costs to
work overtime to ensure compliance with the provisions of clause 6.1 (unless non-compliance was due
solely to any delay on ‘ ABC ‘’s part).
21.3 The Contractor will keep and maintain proper and accurate returns of man-hours expended on the
Installation Works and all information related to Health and Safety and statistics concerning man-hours
lostdue to illness and injury as ‘ ABC ‘ may require.
22. Other Indemnities
22.1 The Contractor shall indemnify and save harmless ‘ ABC ‘ from and against any claims, actions or
proceedings, and any loss, damages, costs (including legal costs on an indemnify basis) and
expenses, arising from or in connection with any breach ofits obligations under this Agreement.
22.2 ‘ ABC ‘ shall be entitled to retain out of any payment which would otherwise be payable to the
Contractor such monies as ‘ ABC ‘ may reasonably require to meet any contingent claim, action,
proceeding, loss, damages, costs or expenses arising from or in connection with any breach by the
Contractor of its obligations under this Agreement.
23. Determination
23.1 If the Contractor:
a) abandons this Agreement; and / or
b) fails to commence or proceed with the Installation Works in accordance with clause 6.1; and / or
c) suspends without reasonable cause the carrying out of the Installation Works before completion;
and / or
d) at any time fails to carry out the Installation Works to the reasonable satisfaction of ‘ ABC ‘ ; and /
or
e) refuses or neglects to remove or replace defective work or improper all necessary of temporary
materials after notice in writing by ‘ ABC ‘ to do so; and / or
f) commits any breach of this Agreement and fails to remedy the same within a reasonable time
after notice in writing from ‘ ABC ‘ to do so; and/or
g) becomes bankrupt or makes a composition or arrangement with its creditors or having a proposal
in respect of its company for a voluntary arrangement for having a composition of debts or
scheme or arrangement approved by, or having an application made in respect of its company to,
the court for the appointment of an administrator, or having a winding up order made (except for
the purposes of amalgamation or reconstruction) or a resolution for voluntary winding up passed
or having a provisional liquidator, receiver or manager of its business or undertaking duly

appointed, or having an administrative receiver appointed, or having possession taken, by or on
behalf of the holders of any debentures secured by a floating charge, of any property comprises
in or subjectto the floating charge.
Then in any such event, and without prejudice to any other rights and remedies including the right to
treat this Agreement as repudiated by the Contractor under the general law, ‘ ABC ‘ may, by written
notice to the Contractor, determine forthwith the Contractor’s employment under this Agreement and
may expel the Contractor from the Installation Works and take over all the plant, equipment and all
necessary of temporary materials provided by or on behalf of the Contractor which are on the Site of
the Installation Works or are being used in connection therewith and may use the same to complete or
have completed the Installation Works.
23.2 The Contractor shall pay to ‘ ABC ‘ the amount of any and all loss, damages, costs and expense
caused to ‘ ABC ‘ by reason of such determination. Until after completion of the Installation Works, ‘
ABC ‘ shall not be bound to make further payment to the Contractor but upon such completion and
within a reasonable time thereafter ‘ ABC ‘ shall ascertain the amount of expense reasonably incurred
in completing the Installation Works and the amount of loss, damages, costs and expense caused to ‘
ABC ‘ by reason of the determination and if such amounts when added to the monies paid to the
Contractor before the date of determination exceed the total amount which would have been payable
on due completion in accordance with this Agreement the difference shall be a debt payable to ‘ ABC ‘
by the Contractor; and if the said amounts when added to the said monies do not exceed the said total
amount then the money payable to the Contractor shall be the lesser of:
a) the difference between
(i) the said amounts when added to the said monies; and
(ii) the said total amount; or
b) the aggregate of:
(i) the value of any work actually and properly executed and not paid for at the date of
such determination, such value to be calculated according to clause 14
(ii) the value of any unfixed goods and all necessary of temporary materials which were
taken over by ‘ ABC ‘ on determination and used by ‘ ABC ‘ and a fair payment for
hire of such of the Contractor’s plant as were used by ‘ ABC ‘, in completing or having
completed the Installation Works.
23.3 ‘ ABC ‘ may, at its sole discretion, instead of determining the Contractor’s employment under clauses
23.1 (b), (c), (e) or (f), suspend the obligations of the Contractor or any part thereof and ‘ ABC ‘ may
upon such suspension at the cost of the Contractor move in and undertake directly or through other
contractors the management or supervision or carrying out of the whole or any part or parts of the
Installation Works to the extent and for such time or times as ‘ ABC ‘ deems necessary. Any
suspension of the Contractor’s obligations hereunder shall not in any way relieve or affect its
obligations under this Agreement.
24. Approvalnot to relieve Contractor ofliability
24.1 No approval or consent of ‘ ABC ‘ or its respective servants or agents shall be taken as relieving the
Contractor of any liability arising out of or in any way connected with the performance of its obligations
under this Agreement.
25. Notices
25.1 Unless otherwise stated in this Agreement, any notice necessary or required to be given by either
Party to the other shall be deemed to be sufficiently given if sent by pre-paid post, facsimile

transmission or hand delivered, addressed to the relevant Party at the address or sent to the facsimile
number appearing in this Agreement.
The Contractor : PT. _________________
Representative : ...........................................
Address : ............................................
Telephone Number : ............................................
Facsimile Number : ............................................
The ‘ ABC ‘ : PT. _________________
Representative :
Address : ............................................
Telephone Number : ............................................
Facsimile Number : ............................................
25.2 A copy of any notice, application, document or communication provided or served by the Contractor or
by any subcontractor or worker engaged by the Contractor shall be provided directly and promptly to
the ProjectManager.
26. IndustrialRelations
26.1 As between ‘ ABC ‘ and the Contractor, it is the Contractor’s obligation to determine the conditions of
employment of its employees. ‘ ABC ‘ has, or will enter into, agreements with its employees, and the
Contractor acknowledges that ‘ ABC ‘ has not coerced or sought to influence the Contractor to adopt
any or all of ‘ ABC ‘’s conditions of employment, and further acknowledges that it shall have no claims
whatsoever against ‘ ABC ‘ in respectto, or arising from, such conditions.
27. Assignmentor Subletting
27.1 The Contractor shall not assign or sub-let the Installation Works or any part thereof without the prior
written consent of ‘ ABC ‘ provided always that (in the case of sub-letting) such consent shall not be
withheld unreasonably and further provided always that the consent of ‘ ABC ‘ to any assignment or
sub-letting shall not reduce or affect in any way the Contractor’s obligations to complete this
Agreement to the intent that the Contractor shall at all times be responsible to ‘ ABC ‘ for the acts and
defaults of any assignee or sub-contractor and any workman, contractor or other person engaged in
connection with the assigned or sub-letworks.
27.2 ‘ ABC ‘ may, upon written notice to the Contractor and without its consent, assign all or any part of its
rights and benefits hereunder or transfer all or any part of its obligations hereunder to any third party.
28. Governing Law
28.1 This Agreement shall be governed by and construed in all respects in accordance with the laws stated
in the Schedule, or (ifnone is stated) the laws of Indonesia.
29. Arbitration
29.1 The Parties shall in good faith negotiate any dispute or difference of any kind whatsoever arising out of
or in connection with this Agreement (including the validity or enforceability of this Agreement or any
part thereof) or the carrying out ofthe Installation Works.

29.2 If the Parties are unable to resolve the dispute or difference within 30 days of the matter being referred
by one Party to the other it may be referred to arbitration by a single arbitrator to be appointed by
agreement or (failing agreement within 14 days after receipt of notification by one Party to the other of
the intended reference) by an arbitrator to be appointed on the written request of either Party by or on
behalfof the President(the “appointing authority”) of:-
a) the trade/institutional body, and in accordance with the provisions of the arbitral
legislation/rules, specified in the Schedule;or
b) (if none is specified) by Indonesia Rules for the Conduct of Commercial Arbitrations current at
the time;
The place of arbitration shall be as specified in the Schedule or (if none is specified) Jakarta, Republic
of Indonesia. The decision ofthe arbitrator shall be final and binding upon ‘ ABC ‘ and the Contractor.
29.3 Notwithstanding the existence of a dispute, the Parties must continue to perform their respective
obligations under this Agreement.
30. Entire Agreement
30.1 This Agreement constitutes the complete understanding of the Parties concerning the Project and
supersedes all prior negotiations and agreements (written or otherwise) between them.
Signed for and on behalf of )
PT. _________________ ) Position Executive Director
In the presence of ) Signature ofWitness
Signed for and on behalf of )
PT._________________ ) Position Executive Director
In the presence of ) Signature ofWitness

THE SCHEDULE AFFORMENTIONED REFERRED TO
1. Installation Works : SITE INSTALLATION FOR EXTENSION ___________ CPO MILL
2. Related Documents,
(a) this Schedule
(b) Conditions of Installation Agreement
(c) Others (specify drawings and specifications)
(d) Annexes attached hereto
4. Installation Sum : USD ............... (.................................................................................)
5. Installation Commencement Date :
6. Installation Completion Date :
7. Liquidated damages: 0.1‰ per day of Installation Sum for delayed period, Max 5% of the
Installation Sum
8. Terms of Payment: A. Down Payment on signedof Agreementamount of USD ____________
B. ProgressPayment amount of USD ___________-
‘ ABC ‘ shall pay the Progress Payment to the Contractor by
monthly basis the works performance by ‘ ABC ‘ basis as follow,
(a). The amount of progresspayment shallbecalculatedby multiplying
net volumeof the Worksperformedby the Contractor duringthe
month with cashcorrespondingunitrate.
(b). The net volumeof the works performedby the Contractorshallbe
calculatedinaccordancewith the relevantmeasurementmethod
stipulatedin the Agreementif applicable.
(c). Uponreceipt of the Progress Certificatefrom the ‘ ABC ‘, the
Contractor shallprepareandsubmit the invoicefor the work
actuallyperformed.
(d). ‘ ABC ‘ shall verify the invoiceandthe amount for the works
actuallyperformedby the Contractor.
C. Retention,amount of USD ____________
Shouldbe changewith insurancecertificateafter finalinsurance
certificate after final inspectionby ‘ ABC ‘
D. Such amount due shall be paid to the Subcontractor by ‘ ABC ‘ within 2
weeks after ‘ ABC ‘ receivethe Contractor’sProgress Statement.
9. Type of contract :
10. Special Conditions :
11. Applicable Law :
12. Arbitration

Appendix ‘A’
Installation Works

SCOPEOF SUPPLY
Appendix-A
No Description Spec Q’ty ‘ ABC ‘ ‘ XYZ ‘ Remark
1 FFBLoadingRampConv.No.2 
2 Splitter MachineLineBlockA 
3 Splitter MachineLineBlockB 
4 Splitter MachineServicesPlatform LineNo.1 
5 FFBSplitter Conv. No. 1 
6 FFBSplitter Conv. No. 2 
7 FFBDistributingConv. No. 1 
8 FFBDistributingConv. No. 2 
9 TransferCarriage(1cages) 
10 ModificationRail Track(30m) 
11 ExtensionFFBConv. LineNo.2 (Back) 
12
Extension Head FFB. Conv. Line No.2 & Change-
G/Motor

13 Splitter MachineServicesPlatform LineNo.2 
14
Modification Vertical Sterilizer + 4 unit door dia.
1200

15 EFB ShredderMachine(BlockA) 
16 EFB ShredderMachine(BlockB) 
17 EFB Press (BlockA) 
18 EFB Press (BlockB) 
19 EFB LiquorPumps 
20 EFB LiquorTank(SS.304) 
21 ShredderandPress Platform 
22 BackPressure Vessel (BPV) c/w Platform
23 Digester& ScrewPress
24
Vertical Sterilizer Automation Control System
(BlockA)

25
Horizontal sterilizer Automation Control System
(BlockA)

26 PowerCabling& Accessories 
27 LoadingRamp(12Door,BlockB) 
28
Loading Ramp Power Pack Hydraulic Power
System

29 FFBLoadingRampConveyor (BlockB) 
30 VerticalSterilizer (30MT,BlockB) 
31
Vertical sterilizer Automation Control System
(BlockB)

32
Wheels for Cage Capacity7.5 Tones (1 set = 4 unit
wheels(Cast Steel) and2 lengthof EN9Shaft)
33
Ring Inlet steam for Vertical sterilizer 4" Steam
Pipe

34 Support& Platform (for all Machinery) 
35
FFB. Distributing Power Pack Hydraulic Power
system (A) (for item No. 7 & 8) 

APPENDIX-B
Manufacture
(USD)
1.0
MECHANICAL & ELECTRICAL
WORKS
ABC XYZ
Gearbox, Motor, Pulley, Transmission Sprocket,
Transmission Chain, Conveyor Sprocket, Conveyor
Chain, Bearing & Shaft
Conveyor Body and Scraper Bar Supply By KHI
1,2 Splitter Machine Line ( Block A ) Completed Set Supply By Mindo
1,3 Splitter Machine Line ( Block B ) Completed Set Supply By Mindo
1,4
Splitter Machine Service Platform Line
No.1
Platform Supply By HKI
Hydraulic Motor, Transfer Chain, Sprocket &
Piping's
Body for the Transfer Carriage Only
1.10 Modification Rail Track 30 m Rail Track & Modification Work By KHI
Extension Head FFB. Conveyor Line
No.2 & Change
Gearbox & motor Transmission Chain, Conveyor Sprocket, Conveyor
1.13
Splitter Machine Service Platform Line
No.2
Platform Supply By KHI
Modification Vertical Sterilizer + 4
Units Door Diameter
1200mm
1.15 EFB Shredder Machine (Block A) Completed Set Supply By Mindo
1.16 EFB Shredder Machine (Block B) Completed Set Supply By Mindo
1.17 EFB Press (Block A) Completed Set Supply By Mindo
1.18 EFB Press (Block B) Completed Set Supply By Mindo
1,19 EFB Liquor Pumps Completed Set Supply By Mindo
1.12 22 m
1,9
Transfer Carriage (1 Cages) C/W
Hydraulic System
4 m
All This Item Only1.14
1.11
Extension Head FFB Conveyor Line
No. 2 (Back)
21 m
1,7
FFB Distributing Conveyor to Cages
No. 1 c/w Gearbox
32 m
1,8
FFB Distributing Conveyor to Cages
No. 2 c/w Gearbox
32 m
1,5
FFB Splitter Conveyor No. 1 c/w
Gearbox
18 m
1,6
FFB Splitter Conveyor No. 2 c/w
Gearbox
26 m
SUB-CONTRACT SUM
No Description Dimension Qty
Import Portion
Scope of Works
(USD)
1.1
FFB Loading Ramp Conveyor No.2
c/w Gear Box
78 m

Manufacture
(USD)
1.22 Back Pressure Vessel ( BPV ) c/w PlatformФ 1.5m x 9m Cancel
1.23 Digester & Screw Press Completed Set Supply By Mindo
1.24 Vertical Sterilizer Automation Control System (Block A) Completed Set Supply By Mindo
1.25 Horizontal Sterilizer Automation Control System (Block A) Completed Set Supply By Mindo
1.26 Power Cabling & Accessories Completed Set Supply By Mindo
1.27 Loading Ramp (12 door) (Block B) Completed Loading Ramp Supply by KHI
1.28 Loading Ramp power Pack Hydraulic Power System (B) Completed Set Supply By Mindo
1.30 Vertical Sterilizer (30 MT) (Block B) Completed Set Supply By Mindo
1.31 Vertical Sterilizer Automation Control System (Block B) Completed Set Supply By Mindo
Wheels for Cages Capacity 7.5 Tones (1 set=4 unit Wheels
(Cast Steel) and 2 length of EN9 Shaft)
1.33 Ring Inlet Steam for Vertical Sterilizer 4" Steam Pipe Completed Set Supply By Mindo
1.34 Support & platform (for all machinery) Platform Supply By KHI
FFB.Distributing Power Pack Hydraulic Power System (A)
(for Item. 1.7 & 1.8 )
No Description Dimension Qty
Import Portion
Scope of Works
(USD)
1.29 FFB loading Ramp Conveyor c/w Gear Box (Block B)55 m
Completed Set Supply By Mindo
1.32 Cancel
1.35

Appendix ‘B’
Installation Sum

SITE CONTRCT SUM
ATTACHMENT B
Installation
(Rupiah)
1 FFB Loading Ramp Conv. No.2 Unit
2 Splitter Machine Line Block A Unit
3 Splitter Machine Line Block B Unit
4 Splitter Machine Service Platform Line No.1 Lot
5 FFB Splitter Conv. No.1 Unit
6 FFB Splitter Conv. No.2 Unit
7 FFB Distributing Conv. to Cages No.1 Unit
8 FFB Distributing Conv. to Cages No.2 Unit
9 Transfer Carriage (1 cages) Unit
10 Modification Rail Track(30m) Lot
11 Extension FFB Conv. Line No.2 (Back) Unit
12 Extension Head FFB. Conv. Line No.2 &Change- G/Motor Unit
13 Splitter Machine Service Platform Line No.2 Lot
14 Modification Vertical Sterilizer + 4 unit door dia. 1200 Unit
15 EFB Shredder Machine (Block A) Unit
16 EFB Shredder Machine (Block B) Unit
17 EFB Press (Block A) Unit
18 EFB Press (Block B) Unit
19 EFB Liquor Pumps Unit
20 EFB Liquor Tank (SS.304) Unit
21 Shredder and Press Platform Lot
22 Back Pressure Vessel (BPV) c/w Platform
23 Digester & Screw Press Set
24 Vertical sterilizer Automation Control System (Block A) Set
25 Horizontal sterilizer Automation Control System (Block A) Set
26 Power Cabling & Accessories Lot
27 Loading Ramp (12 Door, Block B) Lot
28 Loading Ramp Power Pack Hydraulic Power System Lot
29 FFB Loading Ramp Conveyor (Block B) Unit
30 Vertical sterilizer (30 MT, Block B) Set
31 Vertical sterilizer Automation Control System (Block B) Set
32
Wheels for Cage Capacity 7.5 Tones (1 set = 4 unit wheels(Cast
Steel) and 2 length of EN9 Shaft)
33 Ring Inlet Steam for Vertical Sterilizer 4" Steam Pipe Unit
34 Support & Platform (for all Machinery) Lot
35
FFB. Distributing Power Pack Hydraulic Power System(A) (for Item
No. 7 & 8) Set
Grand - Total
No Description Spec' Q'ty Remarks

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