CONTRACT FOR THE INTERNATIONAL COMMERCIAL

SALE OF GOODS
PARTIES:

Seller

Name (name of company)

Halcyon

Legal form (e.g. Limited Liability Company)

Limited Liability Company

Country of incorporation and (if appropriate) trade register number

Indonesia

Address (address of place of business of the seller, phone, fax, e-mail)

102 K.H. Wahid Hasyim, Bandung, Indonesia. 022-540-6161. [email protected]

Represented by (surname and first name, address, position, legal title of representation)
Setiawan, Andri. 90 Buah Batu, Bandung, Indonesia. President Director.

Buyer

Name (name of company)

..............................................................................................................................................

Legal form (e.g. limited liability company)

..............................................................................................................................................

Country of incorporation and (if appropriate) trade register number

..............................................................................................................................................

Address (address of place of business of the buyer, phone, fax, e-mail)

..............................................................................................................................................

Represented by (surname and first name, address, position, legal title of representation)
..............................................................................................................................................

Hereinafter: “the Parties”

1. Goods

1.1. Subject to the terms agreed in this contract, the Seller shall deliver the
following good(s)
(hereinafter: “the Goods”) to the Buyer.

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 Medicine

1.2. Description of the Goods (details necessary to define/specify the

Goods which are the object of the sale, including required quality,
description, certificates, country of origin, other details).
Category : Doxylamine Antihistamin
Form : Syrup
Brand : Nighttime (IDM000010907)
Origin : Indonesia
Certificate : BPOM RI MD 1572119121; Halal MUI No.89/99

1.3. Quantity of the Goods (including unit of measurement).

1.3.1 Total quantity

……………………………………………………………………………………………

1.3.2 Per delivery instalment (if appropriate)

……………………………………………………………………………………………

1.3.3 Tolerance percentage: Plus or minus.......................................................% (if appropriate)

1.4 Inspection of the Goods

(where an inspection is required, specify, as appropriate, details of organization responsible

for inspecting quality and/or quantity, place and date and/or period of inspection,
responsibility for inspection costs).
………………………………………………………………………………………………………

1.5. Packaging

………………………………………………………………………………………………….

1.6. Other Specification

...........................................................................................................................

2. Delivery

2.1 Applicable International Chamber of Commerce (hereinafter: ICC)

Incoterms (by reference to most recent version of the Incoterms
at date of conclusion of the contract).
………………………………………………………………………..……………………………………………

2.2. Place of delivery

..............................................................................................................................................

2.3. Date or period of delivery

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..............................................................................................................................................

2.4. Other delivery terms (if any)

..............................................................................................................................................

3. Price
3.1 Total Price
..............................................................................................................................................

3.2 Price per unit of measurement (if appropriate)

..............................................................................................................................................

3.3 Amount in numbers

..............................................................................................................................................

3.4. Amount in letters

..............................................................................................................................................

3.5. Currency
..............................................................................................................................................

3.6. Method for determining the price (if appropriate)

..............................................................................................................................................

4. Payment conditions
4.1. Means of payment (e.g. cash, cheque, bank draft, transfer)
......................................................................................................................
4.2. Time for Payment
........................................................................................................................

5. Documents

5.1. The Seller shall make available to the Buyer (or shall present to the bank specified by
the Buyer) the following documents (tick corresponding boxes and indicate, as
appropriate, the number of copies to be provided):
Commercial invoice .................................................................................................................

The following transport documents (specify any detailed requirements).

Packing list ............................................................................................

Insurance documents ...................................................................................

Certificate of origin ..................................................................................

Certificate of inspection ..................................................

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 Customs documents ................................................................................
❑ Other documents ....................................................................................
5.2 In addition, the Seller shall make available to the Buyer the documents indicated
in the ICC Incoterms the Parties have selected under Article 2 of this contract.

6. Non-performance of the Buyer’s obligation to pay the price at the agreed

time
6.1. If the Buyer fails to pay the price at the agreed time, the Seller shall fix to the
Buyer an additional period of time of (specify the length) for performance of
payment. If the Buyer fails to pay the price at the expiration of the additional
period, the Seller may declare this contract avoided in accordance with Article 10 of
this contract.
6.2 If the Buyer fails to pay the price at the agreed time, the Seller shall in any event
be entitled, without limiting any other rights it may have, to charge interest on
the outstanding amount (both before and after any judgment) at the rate of
.............. % per annum.

[Alternatively: Specify other rate of interest agreed by the Parties.]

[Comment: The Parties should take into consideration that in some legal
systems payment of interest is unlawful, or is subject to a legal
maximum rate, or there is provision for statutory interest on late
payments.]

7. Non-performance of the Seller’s obligation to deliver the Goods at the agreed

time
If the Seller fails to deliver the Goods at the agreed time, the Buyer shall fix to the Seller an
additional period of time of ............... for performance of delivery. If the Seller fails to deliver
the Goods at the expiration of the additional period, the Buyer may declare this contract
avoided in accordance with Article 10 of this contract.

8. Lack of conformity
8.1 The Buyer shall examine the Goods, or cause them to be examined within as
short period as is practicable in the circumstances. The Buyer shall notify the
Seller of any lack of conformity of the Goods, specifying the nature of the lack of
conformity, within . . . . . . . . . days after the Buyer has discovered or ought to have
discovered the lack of conformity. In any event, the Buyer loses the right to rely
on a lack of conformity if he fails to notify the Seller thereof at the latest within a
period of two years (other period of time) from the date on which the Goods
were actually handed over to the Buyer.

8.2. Where the Buyer has given due notice of non-conformity to the Seller,the Buyer
may at his option:

8.2.1. Require the Seller to deliver any missing quantity of the Goods, without any
additional expense to the Buyer;

8.2.2 Require the Seller to replace the Goods with conforming goods, without any
additional expense to the Buyer;

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8.2.3 Require the Seller to repair the Goods, without any additional expense to the
Buyer;

8.2.4 Reduce the price in the same proportion as the value that the Goods actually
delivered had at the time of the delivery bears to the value that conforming goods
would have had at that time. The Buyer may not reduce the price if the Seller
replaces the Goods with conforming goods or repairs the Goods in accordance with
paragraph 8.2.2 and 8.2.3 of this Article or if the Buyer refuses to accept such
performance by the Seller;

8.2.5 Declare this contract avoided in accordance with Article 10 of this contract. The
Buyer shall in any event be entitled to claim damages.

9. Transfer of property
The Seller must deliver to the Buyer the Goods specified in Article 1 of this contract free from
any right or claim of a third person.

10. Avoidance (or Termination) of contract

10.1 There is a breach of contract where a party fails to perform any of its obligations
under this contract, including defective, partial or late performance.

10.2 There is a fundamental breach of contract where:

10.2.1. Strict compliance with the obligation which has not been performed is of the
essence under this contract; or

10.2.2 The non-performance substantially deprives the aggrieved party of what it

was reasonably entitled to expect under this contract.

10.3. In a case of a breach of contract according to paragraph 10.1 of this Article, the
aggrieved party shall, by notice to the other party, fix an additional period of time of
(specify the length) for performance. During the additional period of time the
aggrieved party may withhold performance of its own reciprocal obligations and
may claim damages, but may not declare this contract avoided. If the other party
fails to perform its obligation within the additional period of time, the aggrieved
party may declare this contract avoided.

10.4. In case of a fundamental breach of contract according to paragraph 10.2 of this

Article, the aggrieved party may declare this contract avoided without fixing an
additional period of time for performance to the other party.

10.5. A declaration of avoidance of this contract is effective only if made by notice to

the other party.

11. Effects of avoidance in general

11.1 Avoidance of this contract releases both parties from their obligation to effect
and to receive future performance, subject to any damages that may be due.
11.2 Avoidance of this contract does not preclude a claim for damages for non-
performance.
11.3 Avoidance of this contract does not affect any provision in this contract for the
settlement of disputes or any other term of this contract that is to operate even
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 after avoidance.

12. Force majeure – excuse for non-performance

12.1 “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm,
industrial strike or other impediment which the affected party proves was beyond its
control and that it could not reasonably be expected to have taken the impediment
into account at the time of the conclusion of this contract or to have avoided or
overcome it or its consequences.

12.2 A party affected by force majeure shall not be deemed to be in breach of this
contract, or otherwise be liable to the other, by reason of any delay in performance,
or the non-performance, of any of its obligations under this contract to the extent
that the delay or non-performance is due to any force majeure of which it has notified
the other party in accordance with Article 11.3. The time for performance of that
obligation shall be extended accordingly, subject to Article 11.4.

12.3 If any force majeure occurs in relation to either party which affects or is likely to
affect the performance of any of its obligations under this contract, it shall notify the
other party within a reasonable time as to the nature and extent of the
circumstances in question and their effect on its ability to perform.

12.4. If the performance by either party of any of its obligations under this contract is
prevented or delayed by force majeure for a continuous period in excess of ................
months, the other party shall be entitled to terminate this contract by giving written
notice to the Party affected by the force majeure.

13. Entire agreement

13.1. This contract sets out the entire agreement between the Parties. Neither party
has entered into this contract in reliance upon any representation, warranty or
undertaking of the other party that is not expressly set out or referred to in this
contract. This Article shall not exclude any liability for fraudulent
misrepresentation.

13.2. This contract may not be varied except by an agreement of the Parties in writing
(which may include e-mail).

14. Notices

14.1. Any notice under this contract shall be in writing (which may include e-mail)
and may be served by leaving it or sending it to the address of the other party as
specified in Article 13.2 below, in a manner that ensures receipt of the notice can
be proved.

14.2. For the purposes of Article 13.1, notification details are the following, unless
other details have been duly notified in accordance with this Article:

Seller

Representation’s name : ....................................................

E-mail : ....................................................

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 Address : ....................................................

Buyer

Representation’s name : ....................................................

E-mail : ....................................................

Address : ....................................................

15. Effect of invalid or unenforceable provisions

If any provision of this contract is held by any court or other competent authority to be
invalid or unenforceable in whole or in part, this contract shall continue to be valid as to
its other provisions and the remainder of the affected provision, unless it can be concluded
from the circumstances that, in the absence of the provision found to be null and void, the
Parties would not have concluded this contract. The Parties shall use all reasonable efforts
to replace all provisions found to be null and void by provisions that are valid under the
applicable law and come closest to their original intention.

16. Dispute resolution procedure

Any dispute, controversy or claim arising out of or relating to this contract, including its
conclusion, interpretation, performance, breach, termination or invalidity, shall be finally
settled under the rules
of……………………………………………………………………………………………………………………………………
[specify the arbitration institution] by ………………………………………………..
……………………………… [specify the number of arbitrators, e.g. sole arbitrator or, if
appropriate, three arbitrators] appointed in accordance with the said rules. The place
of arbitration shall be ......................... The language of the arbitration shall be .............................

17. Applicable law and guiding principles

17.1. Questions relating to this contract that are not settled by the provisions contained in
the contract itself shall be governed by the United Nations Convention on
Contracts for the International Sale of Goods (Vienna Sales Convention of 1980,
hereafter referred to as CISG). Questions not covered by the CISG shall be governed
by the UNIDROIT Principles of International Commercial Contracts (hereafter
referred to as UNIDROIT Principles), and to the extent that such questions are not
covered by the UNIDROIT Principles, by reference to ....................................

[City], [Date]

SELLER BUYER

[Representation’s name] [Representation’s name]

[Representation’s position] [Representation’s position]
[Company] [Company]
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