This document is a sale and purchase agreement between a seller and purchaser for articulated bus chassis vehicles. Key points: - The seller agrees to sell X units of articulated bus chassis to the purchaser for a total price of $X, to be paid in two installments as the purchaser receives payments from the local transport agency. - The seller will deliver the vehicles to a body manufacturer in two terms, with inspection and acceptance procedures outlined. Risk of loss transfers after payment. - The seller provides product warranties and guarantees availability of spare parts. Liquidated damages may be owed if delivery delays cause penalties from the transport agency. - The agreement governs issues like force maje

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SALE AND PURCHASE AGREEMENT
No. _______________________
This Sale and Purchase Agreement (hereinafter referred to as the “Agreement”) is made on this
day ........................, by and between:
1. __________________ Limited, a company established and existing under the laws
of ........., ......., having its registered office at ....................................................................... and
with its contact address at ................................................................. (hereinafter referred to as
the “Seller”); and
2. PT. __________________, a limited liability company duly established and existing under
the laws of the Republic of .................., having its address at ...................................................
(hereinafter referred to as the “Purchaser”)
The Seller and the Purchaser are hereinafter collectively referred to as the “Parties” and
separately as the “Party”.
WITNESSETH
A. Whereas, the Seller is the manufacturer and the holder of intellectual property rights of
commercial vehicles and spare parts under the brand of ............
B. Whereas, pursuant to the Distributor Agreement No:--------------------------- dated .............,
the Purchaser is an Authorized Distributor of ...............’s commercial vehicles in the territory
of the Republic of ....................;
C. Whereas, the Seller desires to sell to the Purchaser and the Purchaser desires to buy from The
Seller the Articulated Bus Chassis vehicles under the brand of ........... (hereinafter referred to
as the “........... Chassis”);
NOW THEREFORE, in consideration of the above, the Parties agree to enter into this
Agreement with the following terms and conditions:
Article 1
DEFINITIONS AND INTERPRETATIONS
1. When used herein, the following terms shall have the following respective meanings:
a. “........... Chassis” means commercial vehicles that are still in the form of frame, engine,
and transmission that has not been completed with a vehicle body.
b. “Product Price” means ........... Chasis’s price as stipulated in Article 3 paragraph (1) of
this Agreement.
c. “Business Day” means any day other than Saturday, Sunday and public holiday in
.....................
d. “Calendar Day” means any day that are listed or written in applicable calendar in the
Republic of .................

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e. “Agreement” means this Sale and Purchase Agreement, including all of its attachments,
modification, amendments and/or addendums thereto that is made in writing by mutual
consent of the Parties on and/or after the date of execution of this Agreement.
f. “Notification Letter” means letter that deliver by the Seller to the Purchaser which
contains a detail information that explained that the Product that has been ordered by the
Purchaser has been available and ready to be inspected at the Seller’s place as referred
to in Article 4.1 of this Agreement;
g. “Karoseri” means the ..................
h. “Minutes of Delivery and Acceptance” means minutes of delivery and acceptance of the
Product.
2. In this Agreement:
a. Words and expressions in the singular include the plural and vice versa; and
b. The headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
Article 2
SCOPE OF AGREEMENT
The Seller hereby agree to sell to the Purchaser and the Purchaser hereby agree purchase from
the Seller .......... (..................) units of the Product in Off The Road condition, with the
specifications as set out in the Attachment A of this Agreement.
Article 3
PURCHASE PRICE AND PAYMENT MECHANISM
1. The Parties agreed that the price of the Product is USD.................(........................... United
State of America Dollars) per unit, with the total sum of price for ............ units of the
Product in the amount of USD...................... (............................ United State of America
Dollars) (hereinafter referred to as the “Purchase Price”).
2. The Purchase Price as stated in paragraph 1 above is not includes the Value Added Tax
(VAT or PPN) and withholding tax (PPh 22) that subject to the applicable taxes law in
.................
3. The Purchase Price shall be paid by the Purchaser to the Seller in the following manner:
a. First Payment, in the amount of 25% (twenty five percent) of the Purchase Price or
USD................... (.......................... United State of America Dollars) shall be paid by the
Purchaser to the Seller within 14 (fourteen) Business Days since the date the Purchaser
has received first payment from the Transport Agency of the ............ Province pursuant
to the Designation Letter of Provider of Goods/Services No.____________,
dated ......................
b. Second Payment, in the amount of 75% (seventy five percent) of the Purchase Price or
USD.................. (.......................... United State of America Dollars) shall be paid within
14 (fourteen) Business Days since the date the date the Purchaser has received second
payment from the Transport Agency of the Jakarta Province pursuant to the Designation

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Letter of Provider of Goods/Services No.____________, dated..............................
4. The payment of the Purchase Price as stipulated in paragraph 3 above shall be made through
transfer mechanism to the Seller’s bank account as follow:
Bank : ...............................
Branch : ...............................
Account Number : ...............................
Account Owner : ...............................
5. The Seller shall attach invoice document along with original document of Minutes of
Delivery and Acceptance of the Product that has been signed by the authorized
representative of the Parties.
Article 4
DELIVERY AND ACCEPTANCE OF THE PRODUCT
1. With the written approval from the Purchaser, the Seller shall deliver the Product to the
............ (name of the Karoseri) in the amount of ......... units, with the following manner:
For the prototype unit, 1 (one) unit the Product shall be delivered to the ............. (name of
the Karoseri) on the fourth weeks of _____ 2012 and the next delivery shall be as follows:
a. Term I : ......... (...........) units shall be delivered on ........... weeks of
......................; and
b. Term II : ........... (.............) units shall be delivered on ......... weeks of ....................
2. The Seller shall provide a Notification Letter with detailed availability of the Product that
will be delivered to the Vehicles not later than 7 (seven) Business Days before the
implementation of delivery and acceptance of the Product.
3. Immediately after receiving the Notification Letter, the Purchaser shall conduct a physical
condition inspection of the Product. If within 7 (seven) Business Days since the date of the
Notification Letter, the Purchaser does not or fails to perform such inspection, then the
Purchaser is deemed to be agreed to whole conditions of the Product. Therefore, the
Purchaser hereby waives all rights to claim the Seller about the incompatibility conditions of
the Products or hidden defects of the Product.
4. During the inspection, if the Purchaser found that the Product does not comply with the
Specifications or damaged or lost or defect, the Purchaser shall promptly notify the Seller
within a period not later than 7 (seven) Business Days after the date of the inspection.
5. The delivery and acceptance of the Product will be carried out after examination of the
Product completeness has been conducted by the authorized representative of the Parties in
accordance with the Product completeness standard that has been agreed by the Parties and
has been stated as complete by the Parties.
6. After the delivery of the Product, the Seller or his authorized representative shall sign the
Minutes of Delivery and Acceptance which is a valid proof of receipt of the delivery of the

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Product by the Seller and acceptance of the Product by the Purchaser in good condition, and
in the amount, type and color as described in such Minutes of Delivery and Acceptance.
7. The delivery of the Product to the Karoseri is made and/or deemed to have occurred with the
delivery of the Product in Karoseri’s warehouse, and thus the cost of delivery of the Product
shall be paid by the Seller.
8. Without prejudice to the provision of the Agreement and the sale and purchase between the
Parties, the sale and purchase of the Product is deemed to be incurred at the same time with
the delivery of the Product to the Karoseri, provided that the ownership rights of the Product
shall be deemed to be transferred after the Purchaser has paid the Purchase Price of the
Product proven by the Purchaser’s receipt.
Article 5
AFTER SALES SERVICES
1. The Seller undertakes and agreed to ensure the availability of adequate and complete spare
parts of the Product.
2. The Seller undertakes to provide a guarantee of service, support and Product’s warranty to
the Purchaser based on standard that issued by the Seller.
Article 6
STATEMENT OF THE PARTIES
The Parties hereby undertake to each other to undertake and guarantee that:
1. The Parties already have had a Taxpayer Registration Number and has been registered as a
Taxable Entrepreneur.
2. The Parties are authorized and fully entitled to make and execute this Agreement and to take
all actions under this Agreement and/or other documents relating to this Agreement.
3. Official or the representative who signed this Agreement for and on behalf of the Parties is an
official or the representative whose legally authorized and entitled to represent and act on
behalf of each Party.
4. This Agreement is a valid and binding Agreement to the Parties.
Article 7
THE SELLER’s GUARANTEE
1. The Seller hereby guarantee to the Purchaser that the Product that will be purchase and/or
has been purchased from the Seller is a good, feasible, and complete in accordance to the
Specifications and standards as set out by the Transport Agency of the ...................Province.

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2. If the condition and/or specification of the Product did not matched with the Specification
and/or standard of Transport Agency of the ............... Province, then the Seller shall fix the
Product in accordance to the Specifications and the eligibility standard as set out by the
Transport Agency of the ................
3. The Seller shall submit Performance Bond to the Purchaser in the form of Bank Guarantee
or insurance, which is issued by the first grade government bank or private bank or
insurance company, with a value of 5% (five percent) of the Purchase Price.
Article 8
PENALTY TO BE PAY TO THE TRANSPORT AGENCY
Any delay of delivery of the Product to the Transport Agency of ............... Province in
accordance to the specified time in the Designation Letter of Provides of Goods/Services
between the Purchaser and the Transport Agency of ............... Province
Number:___________________, dated.................... and Article 4.1 of this Agreement, which is
caused by the Seller shall be subject to penalty in the amount of 0,001% (zero point zero zero
one percent) per each delayed day (hereinafter referred to the “Penalty”) from the Purchase
Price, provided however the maximum amount for the Penalty shall be 5% (five percent) of the
total purchase price that has been agreed by the Purchaser and the Transport Agency of the
............... Province.
Article 9
FORCE MAJEURE
1. Neither Party shall be responsible or liable in the event of delay or failure to perform its part
or whole of its obligation under or pursuant to this Agreement due solely to one or more
events beyond the control and/or capability of the Parties (hereinafter referred to as the
“Force Majeure”).
2. The definition of the Force Majeure is including with limitation to:
a. War, revolution, insurrection or riot in general, whether announced or not announced by
the government;
b. Fire or great explosion;
c. Earthquakes, floods, epidemics or other natural disasters;
d. Strike, company lockout of the Seller or the Purchaser which arising as the result of
disputes with employees that causes the delay of liability of the Parties.
3. In the event of the Force Majeure, the affected Party shall gives a written notification to the
other Party relating to the Force Majeure along with the supporting evidence not later than 5
(five) Business Days after the occurrence of Force Majeure and the Parties will consult and
determine what action should be taken to best protect their respective interests. Provided,
however, the affected Party shall promptly resume performance upon cessation thereof and
that the above shall not relieve either Party from its obligations to perform its part of this
Agreement at such time.

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4. Any Party shall be entitled to terminate this Agreement forthwith by a termination notice to
the other Party if one or more event(s) of Force Majeure render it impossible for an affected
Party to fulfill its obligations in accordance with this Agreement and such event of Force
Majeure is permanent, or if temporary, lasts uninterruptedly for a continuous period of 90
(ninety) days or more.
Article 10
TERM OF AGREEMENT
1. This Agreement shall come into force from the date of signing as mentioned at the beginning
of this Agreement.
2. This Agreement shall be automatically terminated if the Parties are carrying out all
obligations under this Agreement.
3. For the avoidance of doubt, Articles 5, 6, 7 and 12 of this Agreement shall still remain
survive and bind after any termination or expiration of this Agreement.
4. In the event of termination, the Parties agree to waive the provisions of Article 1266 and
1267 of ............. Civil Code with regards to the requirement for court pronouncement,
decision or decree for the termination of an agreement.
Article 11
NOTICE
1. Any notice or any form of communication accordance with this Agreement shall be written
in English and carried out by mail or facsimile addressed to:
To the Seller: To the Purchaser:
__________________ Limited
Address : .............................
Telephone : .............................
Facsimile : .............................
Email : .............................
Attention : .............................
PT. __________________
Address : .............................
Telephone : .............................
Facsimile : .............................
Email : .............................
Attention : .............................
or to another address specified later by the Parties.
2. Any notice or any form of communication shall be deemed to have been received or been
given:
a. If sent by facsimile on the day of the delivery as evidenced by the delivery receipt from
the sending facsimile machine.
b. If sent by courier, on the day on which the notice is received by the other Party as
evidenced by the delivery receipt signed by the recipient; and
c. If sent by registered post, on the third Business Day after the date of the delivery.

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Provided that for the notification that has been sent in accordance with the above provisions
but not accepted on a Business Day or not on work hours of the recipient shall be deemed
received on the next Business Day.
Article 12
GOVERNING LAW AND DISPUTE SETTLEMENT
1. This Agreement shall be governed and construed by the laws of the Republic of Indonesia.
2. Any dispute and/or difference in the interpretation of the implementation of the provision of
this Agreement shall be first settled amicably between the Parties.
3. If the amicable settlement is failed to be reached by the Parties within 30 (thirty) days since
the first formal meeting of the Parties to resolve such dispute/difference, then Parties agreed
that such dispute and/or difference shall be referred to and finally resolved by South Jakarta
District Court.
Article 13
MISCELLANEOUS
1. The Parties agree that if a part and/or all of the terms and conditions set forth in this
Agreement cannot be fulfilled by either Party within 90 (ninety) days from the signing date
of this Agreement, then this Agreement may become automatically null and void and the
Parties hereby waive the provisions of Article 1266 and 1267 of ............... Civil Code, but
the Parties still have the right and authority and the duty to fulfill their obligations of the
parts of this Agreement that has been implemented.
2. Matters that have not been regulated or are insufficiently provided for in this Agreement,
will be discussed in good faith by the Parties and will be set out in a written document that
will be signed by the Parties in the form of Addendum and/or Amendment of this
Agreement. The Addendum and/or Amendment of this Agreement shall be regarded as an
integral part of this Agreement.
3. Neither Party shall have the right to assign this Agreement without the prior written consent
of the other Party, and any assignment of this Agreement in contravention of the foregoing
shall be null and void.
4. In the event that any provision or part of a provision in this Agreement shall for any reason
be determined by any court or arbitral tribunal to be illegal, invalid or unenforceable, then
the Agreement shall not be affected and/or the remaining provisions and other parts of the
provision 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 provision(s) that would replace such provision(s).

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5. The Parties agreed to keep confidential and will not disclose to the other third party
regarding to the terms and provisions of this Agreement and the negotiation related to this
Agreement, except in the case:
a. The disclosure is required under legislation in force or by order of a court or other
judicial bodies, including the arbitration body;
b. The disclosure is necessary for the Purchaser to obtain import duty relief facility and/or
financing facility from banks or other financial institutions.
c. Such disclosure is necessary to protect or defend the rights of the Parties in this
Agreement.
6. Any rights and obligations arising from this Agreement are binding and enforceable against
the Parties and his successors.
7. This Agreement 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 Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by
their respective representative as of the date first above written.
The Seller, The Purchaser,
__________________ Limited PT. __________________
_______________________ ____________________
Name: ................................ Name: ...........................
Title: ................................ Title: .............................