1. Acceptance
This purchase order is an offer by the company identified on the face of this purchase order (the
"Buyer") for the purchase of the goods (the "Goods") or/and services (the "Services") specified,
from PT SYDECO (the "Seller") in accordance with and subject to these terms and conditions
(the "Terms"; together with the terms and conditions on the face of the purchase order, the
"Order"). This Order, together with any documents incorporated herein by reference, constitutes
the sole and entire agreement of the parties with respect to the Order and supersedes all prior or
contemporaneous understandings, agreements, negotiations, representations and warranties, and
communications, both written and oral, with respect to the subject matter of the Order, unless a
separate overriding written contract has been entered into and signed by the parties.
By ordering one or more products from PT SYDECO, the customer expressly and without any
reservation acknowledges having read and accepted the terms of the user license agreement to
which the use of such goods is subject.
2. Price and Taxes
Unless otherwise indicated in the special conditions all prices and fees are exclusive of any
applicable taxes of any kind whatsoever, including, but not limited to, sales/use taxes, transaction
privilege taxes, gross receipts, taxes, and other charges such as duties, customs, tariffs, imposts,
and government imposed surcharges now or hereafter imposed on the sale, import or export of
the Products or Services ("Transaction Taxes").
Transaction Taxes shall be stated separately on SYDECO's invoice. They will be supported
exclusively by the buyer.
3. Invoicing and Payment
The price of the Goods or Services is the price stated on the face of this Order (the "Price"). This
price has to be paid according the terms and conditions stated in this present Order form and / or
in the invoice issued in virtue of this Order form.
For HARDWARE:
Unless otherwise stated in the Order, Buyer shall pay all properly invoiced amounts due to PT
SYDECO within eight (8) days after receipt of such invoice.
Any payment made out of time will automatically and without prior notice result in penalty of 2
% per month of delay calculated on the amount that is due.
Should the delay in the payment of the Product or the Service exceed 2 months, the use of the
Product will be suspended. Should the delay in the payment exceed 3 months, all sums
remaining due on the payment of the product will become due immediately and the use of the
product will be definitively stopped, the sums paid for the Product and the Service until that time
will remain acquired to SYDECO.
For Software:
Price has to be fully paid before delivery / downloaded.
4. Delivery
Unless otherwise stated in the Order, PT SYDECO shall deliver the Goods and/or perform the
Services at the delivery point (the "Deliver Location"), at the expenses of the Buyer, and on the
date(s) specified in this Order (the "Delivery Date"). The delivery date specified in the purchase
order is only given as an estimate. A delay in the delivery can in no case be a source of penalty
and can not in any case result in the cancellation of the Order.
If no delivery date is specified, PT SYDECO shall deliver in full within a reasonable time of
receipt of the Order.
5. Warranty
PT SYDECO makes the following warranties regarding Product(s) and Service(s) furnished
hereunder, which warranties shall survive any delivery, inspection, acceptance, or payment.
- Product(s) will not infringe any third party's intellectual property rights;
- PT SYDECO has the necessary right, title, and interest to provide said Product(s) and
Service(s) to Buyer, and the Product(s) will be free of liens and encumbrances; and
- All Products shall be new, of the grade and quality specified, free from defects in
workmanship and material and conform to all descriptions, and specifications furnished
or published by PT SYDECO.
If PT SYDECO breaches any of the foregoing warranties, or Product(s) are otherwise defective
or non-conforming, after Buyer's acceptance of Product(s), PT SYDECO shall promptly repair,
replace, or refund the amount paid for such Product(s).
6. Transfer of Risk
All Product(s) shall be prepared for shipment in a manner that it follows good commercial
practice and is acceptable to common carriers for shipment.
If Product(s) have to be shipped, the transfer of property and of risk is made at the time Products
are leaving PT SYDECO premises even if their price has not been paid yet. At that moment, title
and risk of loss shall pass to Buyer.
7. Force Majeure
Neither party will be liable for any delay in performing, or for failing to perform, its obligations
under this Purchase Order due to causes beyond its reasonable control such as acts of God, fire,
theft, war, riot or civil disturbances, terrorism, embargoes or acts of civil or military authorities.
If delivery of Product(s) or Services(s) is to be delayed by such contingencies, PT SYDECO
shall immediately notify Buyer in writing and will make every effort to execute as soon as such
contingencies have come to an end.
8. Intellectual Property
The intellectual property of Product(s) belongs to PT SYDECO. Under no circumstances does
the sale of Product(s) transfer the intellectual property that SYDECO has on this product.
Through the contract that is formed between parties, SYDECO sells the material product but
remains the owner of intellectual rights that SYDECO has on this product. SYDECO only
confers a right to use the product under a license that the contract grants to the buyer.
9. Limitation of Liability
SYDECO's obligation for all hardware matters is an obligation of result. In case of any problem,
SYDECO has the choice between repairing and exchanging the hardware.
SYDECO's obligation with regard to software is an obligation of means. In the event of a
problem in the use of the software, SYDECO can be held liable for any loss only if the user
provides irrefutable proof that the damage incurred is due solely to a faulty breach of SYDECO.
Under no circumstances is SYDECO liable for any indirect, special, incidental, punitive or
consequential damages, or damages for loss of profits, loss of goodwill, or loss of personnel
salaries in connection with this Agreement.
SYDECO's liability for direct damages shall be limited to the fees paid for a maximum of one
year for the Product or Service giving rise to the claim under the applicable Purchase Order.
SYDECO is in no way responsible for damages that the product may cause if the product is
misused or if the Box is open.
10. Confidential Information
All non-public, confidential or proprietary information of SYDECO, including, but not limited
to, specifications, samples, patterns, designs, plans, drawings, documents, data, business
operations, pricing, discounts or rebates, disclosed by SYDECO to Buyer, whether disclosed
orally or disclosed or accessed in written, electronic, or other form or media, and whether or not
marked, designated or otherwise identified as "confidential," in connection with the Order is
confidential, solely for the use of performing the Order and may not be disclosed or copied
unless authorized by SYDECO in writing. This Section shall not apply to information that is: (a)
in the public domain; (b) rightfully and legally known to the Buyer at the time of disclosure; or
(c) rightfully and legally obtained by the Buyer on a non-confidential basis from a third party.
11. Governing Law and Venue
All matters arising out of or relating to this Order shall be exclusively governed by and construed
in accordance with the laws of Indonesia. Each party irrevocably and unconditionally submits to
the exclusive jurisdiction of courts and the courts of appeal of Yogyakarta.
