Contract S2S - 23-02-2024
Contract S2S - 23-02-2024
Contract S2S - 23-02-2024
hereinafter referred to as the RECEIVER, hereinafter jointly referred to as the PARTIES, withfull legal and corporate authority to sign
this Agreement.
WHEREAS, are individually known as Party-A/or Sender and Party-B/or Receiver and jointly known as Parties; and
WHEREAS, Sender is holding an account at XXXXXXXXXXXXX BANK with cash funds to be transferred to Second Party’s designated
account via S2S System aiming at investments; and
WHEREAS, Receiver is ready, willing and able to receive said cash funds into its designated account via S2S System and to execute
the distribution and transfer of said received funds to designated parties and bank accounts via SWIFT Message MT103, in accordance
to the terms and conditions in this Agreement; and
NOW, THEREFORE, it is agreed as follows:
First Party’s Statement
Sender represents and warrants that it has full corporate responsibility permission to enter into this Agreement. It hereby declares
under penalty of perjury that the funds are good, clean, clear, and free of non-criminal origin, and are free and clear of all liens,
encumbrances and third-party interest.
By signing this Agreement, Sender represents and warrants that it is giving to Receiver and its designated parties, full legal authority to
receivesaid cash funds via S2S System and distribute and transfer cash funds via SWIFT Message MT103, as per agreed terms and
conditions in this Agreement.
DETAILS OF TRANSACTION INSTRUMENT: VIA S2S System
Miscellaneous Notice(s).Any modifications, amendments, addendums or follow-on contracts will be executed by the two authorized
signatories respectively. When signed and referenced to this Agreement, whether received by mail or facsimile transmission as all and
any facsimile or photocopies certified as true copies of the originals by the Parties hereto shall be considered as an original, both
legally binding and enforceable for the term of this Agreement.
Specific Performance; Other Rights. The Parties recognize that several of the rights granted under this Agreement are unique and,
accordingly, the Parties shall, in addition to such other remedies as may be available to them at law or in equity, have the right to
enforce their rights under this Agreement by actions for injunctive relief and specific performance.
Prior Agreements; Construction; Entire Agreement.This Agreement, including the Exhibits and other documents referred to herein
(which form a part hereof), constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes
all prior agreements and understandings between them as to such subject `matter and all such prior agreements and understandings
are merged herein and shall not survive the execution and delivery hereof. In the event of any conflict between the provisions of this
Agreement and those of any joint venture’s agreement, the provisions of the applicable joint venture agreement shall control. This
Agreement may not be amended, altered or modified except (i) upon the unanimous by instrument in writing and signed by each of
Sender and Receiver.
Severability. If any provision of this Agreement shall be held or deemed by a final order of a competent authority to be invalid,
inoperative or unenforceable, such circumstance shall not have the effect of rendering any other provision or provisions herein
contained invalid, inoperative or unenforceable, but this Agreement shall be construed as if such invalid, inoperative or unenforceable
provision had never been contained herein so as to give full force and effect to the remaining such terms and provisions.
Counterparts.This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to
each of the Parties. This Agreement shall be governed by and construed in accordance with the laws of the UK. The Parties hereto
hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement and for any
counterclaim therein.
Arbitration. All disputes and questions whatsoever which arises between the parties to this agreement and touching on this
agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any act or way
relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC. This agreement
contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior
negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this agreement, except by
an instrument in writing signed by both parties. This agreement will be governed by and construed in accordance with the laws of
United Kingdom. In the event that either party shall be required to bring any legal actions against the other in order to enforce any of
the terms of this agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.
Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this contractual agreement as far
as possible amicably. In the event that adjudication is required local legal process shall be preceded with according to the principal of
the ICC as above indicated. Where judicial resolution is not thereby achieved, this matter shall be settled by the ICC itself and the
decision of which the Parties shall consider to be final and binding. No State court of any nation shall have subject matter jurisdiction
over matters arising under this Agreement.
No Rights of Third Parties. This Agreement is made solely and specifically between and for the benefit of parties hereto and their
respective members, successors and assigns subject to the express provisions hereof relating to successors and assigns, and (i) no
other Person whatsoever shall have any rights, interest, or claims here-under or be entitled to any benefits under or on account of this
Agreement as a third-party beneficiary or otherwise.
Survival. The covenants contained in this Agreement which, by their terms, require performance after the expiration or termination of
this Agreement shall be enforceable notwithstanding the expiration or other termination of this Agreement.
Currency. Any exchange of funds between Sender and Receiver shall be made in the same currency in which Sender transferred the
investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations pursuant to this Agreement and any joint venture
agreement shall be based on ICC regulations.
IN WITNESS WHEREOF, the Parties have hereto executed this Agreement, on the February 23, 2024 and this agreement has the
following annexes:
ANNEX A. IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA);
ANNEX B. SENDER PARTY-A PASSPORT COPY,
ANNEX C. SENDER PARTY-A REGISTRATION DOCUMENTS;
ANNEX D. RECEIVER PARTY-B PASSPORT COPY,
ANNEX E. RECEIVER PARTY-B REGISTRATION DOCUMENTS.
PARTY-A / SENDER
Company: PT. NARA TUNAS KARYA
_____________________________________________________________ ____________________________________________________
Declaration:
I hereby swear under the full penalty of perjury, that the information provided herein is
both true and accurate.
ANNEX B
SENDER PARTY-A PASSPORT COPY
ANNEX C
SENDER PARTY-A REGISTRATION DOCUMENTS
ANNEX D
RECEIVER PARTY-B PASSPORT COPY
ANNEX E
RECEIVER PARTY-B REGISTRATION DOCUMENTS