Standard Terms and Conditions of Sale

These Terms and Conditions of Sale apply to every quotation, order, sale, and delivery of Goods by PT Impact Indonesia to the Customer.

1. GENERAL PROVISIONS

1.1. In these Terms and Conditions of Sale, unless the context otherwise requires:

“Goods” means goods manufactured and/or supplied by the Seller as described in the Quotation, order confirmation, purchase order accepted by the Seller, and/or Invoice.

“Customer” means any person, business entity, firm, company, or legal entity that purchases or orders Goods from the Seller for business or commercial purposes.

“Business Day” means Monday through Friday, excluding national public holidays in the Republic of Indonesia.

“Invoice” means an invoice issued by the Seller in connection with the sale of Goods to the Customer.

“Contract” means the contract for the sale of Goods formed in accordance with Clause 3.

“Contract Value” means the price of the Goods as stated in the Quotation, order confirmation, or Invoice, excluding taxes unless expressly stated otherwise.

“Order” means a purchase request or purchase order submitted by the Customer to the Seller in writing, including by email, the Customer’s procurement system, or other electronic communication media received by the Seller.

“Quotation” means a written price quotation issued by the Seller.

“Seller” means PT Impact Indonesia.

“Approved Specifications” means technical specifications, artwork, proof, colour standard, product drawing, sample, master standard, and/or other documents approved in writing by the Customer.

1.2. These Terms and Conditions apply to all Contracts between the Seller and the Customer, unless the Seller expressly agrees otherwise in writing.

1.3. Any terms contained in the Customer’s purchase order, vendor portal, purchasing terms, or other documents shall not apply and shall not bind the Seller to the extent that they conflict with these Terms and Conditions, unless such deviation is specifically approved in writing by an authorised officer of the Seller.

1.4. These Terms and Conditions, together with the Quotation, order confirmation, Approved Specifications, and other documents expressly agreed by the Parties, constitute the entire agreement concerning the sale of the Goods.

1.5. In the event of any conflict between documents, the following order of precedence shall apply:

  1. any specific agreement signed by the Parties;
  2. the Seller’s order confirmation or sales order confirmation;
  3. the Seller’s Quotation;
  4. these Terms and Conditions; and
  5. the Customer’s Order.

1.6. Any amendment to or deviation from these Terms and Conditions shall only be valid if agreed in writing by an authorised officer of the Seller.

2. QUOTATION

2.1. A Quotation constitutes an invitation to the Customer to place an Order and does not constitute acceptance or a binding commitment by the Seller to supply the Goods.

2.2. Unless otherwise stated, a Quotation shall remain valid for thirty calendar days from its date of issue.

2.3. The Seller reserves the right to amend or withdraw a Quotation before the Order is accepted in writing by the Seller if there is a material change in:

  1. the price of aluminium, raw materials, components, energy, or production costs;
  2. foreign exchange rates;
  3. freight or logistics charges;
  4. taxes, duties, levies, or government regulations;
  5. specifications, quantity, delivery schedule, printing design, or Customer requirements; or
  6. any other circumstances beyond the Seller’s reasonable control that affect pricing or production capability.

2.4. Prices stated in the Quotation are based on the quantity, specifications, printing design, delivery schedule, and information provided by the Customer at the time the Quotation is issued.

2.5. For Orders placed in stages, recurring Orders, fixed-term contracts, or contracts performed over a period exceeding three months, the Seller reserves the right to review the price of Goods not yet manufactured if there is a material change in raw material costs, foreign exchange rates, energy costs, taxes, or production costs. Any price adjustment shall be notified to the Customer before the relevant Goods are manufactured.

3. ORDERS AND FORMATION OF CONTRACT

3.1. A Customer Order shall only become binding upon the Seller when the Seller:

  1. provides written confirmation of acceptance of the Order;
  2. issues a sales order confirmation or proforma invoice;
  3. commences production with the Customer’s approval; or
  4. takes any other action that clearly demonstrates acceptance of the Order.

3.2. The Seller may accept or reject an Order, in whole or in part, based on production capacity, the Customer’s payment history and creditworthiness, material availability, technical feasibility, and other business considerations.

3.3. Once an Order has been accepted by the Seller, the Customer may not cancel or amend the Order without the Seller’s written approval.

3.4. Any amendment to an Order may result in changes to the price, minimum order quantity, lead time, production schedule, delivery date, and additional costs.

3.5. The Seller reserves the right to reject verbal instructions that have not been confirmed in writing by the Customer.

4. SPECIFICATIONS, ARTWORK, AND CUSTOMER APPROVAL

4.1. The Goods shall be manufactured in accordance with the Approved Specifications.

4.2. The Customer is responsible for ensuring that all of the following information is complete and accurate before production:

  1. dimensions and technical specifications of the Goods;
  2. artwork, text, logos, symbols, barcodes, colours, and layout;
  3. product information and labelling requirements;
  4. regulatory requirements relating to the Customer’s use of the Goods; and
  5. any other special requirements.

4.3. The Customer’s approval of artwork, proof, drawing, sample, or specifications constitutes final approval for production.

4.4. The Seller shall not be responsible for any error, omission, or non-conformity already contained in any printing design, design proof, specification, text, barcode, logo, or document approved by the Customer.

4.5. The Customer acknowledges that production results may have reasonable colour variations compared with digital proofs, paper proofs, monitor displays, colour guides, previous samples, or between production batches due to differences in substrate, ink, coating, machine conditions, measurement methods, and production processes.

4.6. Differences that remain within the Seller’s specification tolerances, approved sample, colour range, or agreed industry standards shall not be considered defects.

4.7. Requests for changes after artwork or specifications have been approved may be subject to additional charges, including costs for artwork, printing plates, trials, materials, machine setup, work-in-progress, and finished products that can no longer be used.

5. PRICE, TAXES, AND PAYMENT

5.1. Unless expressly stated otherwise, all prices:

  1. are stated in Indonesian Rupiah;
  2. exclude Value Added Tax and any other applicable taxes;
  3. exclude delivery charges, insurance, pallets, special packaging, special testing, or other costs outside the Quotation; and
  4. are based on the specifications and quantity stated in the Quotation.

5.2. The Customer shall pay Value Added Tax and any other applicable taxes in accordance with applicable laws and regulations.

5.3. If the Customer is required to withhold or collect tax under applicable laws and regulations, the Customer shall provide the Seller with valid evidence of such withholding or collection within the period prescribed by applicable tax regulations.

5.4. Payment terms and methods shall follow those stated in the Quotation, order confirmation, or Invoice. If no payment term is stated in the Quotation, payment shall be made no later than thirty calendar days from the Invoice date.

5.5. Payment shall be made in full without deduction, compensation, withholding, counterclaim, or set-off, unless required by law or agreed by the Seller in writing.

5.6. Any objection or claim relating to part of the Goods shall not relieve the Customer from its obligation to pay for other Goods that are not in dispute.

5.7. If payment becomes overdue, the Seller shall be entitled to:

  1. issue reminders and request confirmation of the Customer’s payment schedule;
  2. suspend production and/or delivery of other Orders where the delay in payment is significant or recurring;
  3. cancel credit payment facilities or require advance payment for subsequent Orders;
  4. suspend acceptance of new Orders; and/or
  5. charge reasonable and substantiated collection costs where special collection measures are required.

5.8. The Seller may establish and amend the Customer’s credit limit based on payment history, financial condition, Order volume, and credit risk assessment.

5.9. Any bank charges or transaction fees arising from the Customer’s payment method shall be borne by the Customer, unless otherwise agreed.

6. DELIVERY, QUANTITY, AND RISK

6.1. Production and delivery dates provided by the Seller are estimates made in good faith and do not constitute guaranteed dates unless expressly stated to be binding.

6.2. Estimated lead time shall commence only after the Seller has received all requirements necessary to begin production, including:

  1. a complete Order;
  2. price approval;
  3. approval of artwork and specifications;
  4. advance payment, where applicable;
  5. samples or materials from the Customer, where required; and
  6. any other documents required by the Seller.

6.3. Any delay by the Customer in providing approvals, payment, printing designs, materials, or information shall result in an adjustment to the production and delivery schedule.

6.4. The Seller shall endeavour to deliver the quantity stated in the Order. However, due to the characteristics of mass production processes, the Customer agrees to a maximum quantity tolerance of ten percent below or above the Order quantity, unless otherwise agreed in writing.

6.5. The actual quantity of Goods delivered shall be invoiced proportionately based on the actual quantity delivered.

6.6. The Seller may make partial or staged deliveries. Each delivery may be invoiced separately and shall be payable according to its respective due date.

6.7. The risk of loss of or damage to the Goods shall pass to the Customer when:

  1. the Goods are received by the Customer or its representative;
  2. the Goods are handed over to a carrier appointed by the Customer; or
  3. the Goods are handed over to a carrier used by the Seller for delivery to the Customer’s location, where the applicable delivery terms provide that risk passes upon delivery to the carrier.

Any delivery terms stated in the Quotation or order confirmation shall prevail where they provide otherwise.

6.8. The Customer shall ensure that the delivery location is safely accessible and has adequate facilities to receive the Goods.

6.9. Any delay or damage occurring after risk has passed to the Customer shall be the responsibility of the Customer or the carrier, unless proven to have been caused by the Seller before the transfer of risk.

7. DELIVERY DELAY AND STORAGE

7.1. If the Customer requests a delay in delivery after the Goods have been manufactured or are ready for delivery, the Seller may store the Goods for a reasonable period.

7.2. The Seller may charge reasonable storage, relocation, handling, insurance, and other related costs. The amount of such costs shall be notified to the Customer.

7.3. A delay in delivery requested by the Customer shall not postpone the Customer’s payment obligation. An Invoice may still be issued and shall be payable as if the Goods had been delivered on the originally scheduled date.

7.4. If the Goods are not collected or cannot be delivered due to the Customer’s fault for more than thirty calendar days after notification that the Goods are ready for delivery, the Seller may, after giving written notice:

  1. transfer the Goods to another storage facility at the Customer’s expense;
  2. reschedule delivery;
  3. suspend subsequent Orders; or
  4. take any other reasonable action to mitigate the Seller’s losses.

8. OWNERSHIP OF GOODS

8.1. To the extent permitted by applicable law, ownership of the Goods shall remain with the Seller until the Seller has received full payment of the Invoice relating to those Goods.

8.2. The transfer of risk under Clause 6 shall not by itself constitute a transfer of ownership under this Clause.

8.3. Until ownership passes to the Customer, the Customer shall:

  1. keep the Goods in good condition;
  2. store the Goods in a reasonable manner so that they remain identifiable;
  3. not pledge, charge, or otherwise create any security interest over the Goods in favour of a third party; and
  4. insure the Goods where commercially appropriate.

8.4. The Seller’s rights in the Goods shall cease once the Goods have been filled, processed, mixed, modified, or irreversibly incorporated into another product such that they lose their separate identity.

8.5. If the Customer fails to make payment, the Seller may request the return of Goods whose ownership remains with the Seller. Any recovery or return of the Goods shall be carried out in accordance with applicable law and shall not entitle the Seller to enter the Customer’s premises unilaterally without permission or lawful authority.

8.6. This Clause shall not prejudice the Seller’s right to recover any amount that has become due and payable.

9. STORAGE AND USE OF GOODS

9.1. The Customer shall store, handle, and use the Goods in accordance with:

  1. the technical data sheet;
  2. the Seller’s storage instructions;
  3. reasonable hygiene and safety requirements; and
  4. laws and regulations applicable to the Customer’s products.

9.2. The Customer shall apply the First In, First Out (FIFO) stock rotation method, meaning that Goods received earlier shall be used before Goods received later, while taking into account batch numbers, production dates, and shelf life, where applicable.

9.3. The Seller shall not be responsible for damage arising from:

  1. improper storage or handling;
  2. excessive exposure to heat, humidity, water, chemicals, contamination, or sunlight;
  3. the use of unsuitable filling, crimping, sealing equipment, or other Customer machinery;
  4. modification of the Goods by the Customer or a third party; or
  5. use of the Goods after the stated shelf life or warranty period has expired.

10. WARRANTY AND LIABILITY

10.1. The Seller warrants that, at the time risk passes to the Customer, the Goods shall materially:

  1. conform to the Approved Specifications;
  2. be free from material manufacturing defects; and
  3. be manufactured in accordance with the Seller’s applicable standards and procedures.

10.2. Unless expressly stated otherwise in writing, the Seller does not warrant that the Goods will automatically be suitable for every type of product to be filled by the Customer.

10.3. The Customer is responsible for conducting feasibility studies, compatibility tests, stability tests, filling trials, sealing tests, transport trials, and any other testing necessary to ensure compatibility between the Goods and:

  1. the Customer’s formula or product;
  2. the Customer’s filling and sealing methods;
  3. storage and distribution conditions;
  4. the shelf life of the final product; and
  5. regulatory requirements applicable to the final product.

10.4. Approval of a sample or successful completion of a limited-scale trial shall not relieve the Customer of its obligation to conduct validation based on its commercial processes and products.

10.5. The Seller shall not be responsible for:

  1. chemical compatibility between the Goods and the Customer’s product contents;
  2. changes, leakage, corrosion, swelling, delamination, contamination, or other reactions caused by the Customer’s formula or product;
  3. errors in artwork, text, labels, product claims, barcodes, or other information approved by the Customer;
  4. non-compliance of the Customer’s final product with labelling, registration, marketing, distribution, or use regulations;
  5. damage caused by the Customer’s or a third party’s machinery, processes, storage, transportation, or handling; or
  6. use of the Goods for purposes other than those disclosed to the Seller.

10.6. The Customer is responsible for ensuring that any artwork, trademarks, logos, designs, text, and materials provided to the Seller do not infringe the intellectual property rights or other rights of any third party.

10.7. To the extent permitted by law, the Seller shall not be liable for indirect or consequential losses, including:

  1. loss of profit or revenue;
  2. loss of production or business opportunities;
  3. loss of goodwill;
  4. costs associated with recalling the final product;
  5. production line shutdown costs;
  6. claims by the Customer’s customers or distributors;
  7. loss of or damage to the Customer’s product contents; or
  8. costs of retesting, repacking, refilling, or destroying the final product,

unless such loss is directly caused by the Seller’s wilful misconduct or gross negligence, or where such liability cannot be limited under applicable law.

10.8. The Seller’s maximum liability arising out of or in connection with an Order shall be limited to the Invoice value of the Goods proven to be defective and forming the subject of the claim.

10.9. Nothing in these Terms and Conditions is intended to exclude any right or liability that cannot be excluded or limited under applicable law.

11. INSPECTION AND CLAIMS

11.1. The Customer shall inspect the Goods promptly upon receipt and before the Goods are used, reprinted, filled, processed, or distributed.

11.2. Any claim relating to quantity shortages, damage to shipping packaging, incorrect Goods, or defects that could reasonably be identified during incoming inspection shall be submitted in writing no later than seven Business Days after receipt of the Goods.

11.3. Any claim relating to a latent manufacturing defect that could not reasonably have been identified during incoming inspection shall be submitted promptly after discovery and no later than six months from the delivery date, unless another warranty period is stated in writing by the Seller in the Quotation, product specifications, Order confirmation, or other written document issued by an authorised officer or personnel of the Seller.

11.4. Each claim shall include at least:

  1. the Order and Invoice number;
  2. the product name and quantity claimed;
  3. the batch, lot, pallet, or production identification number;
  4. a detailed description of the non-conformity;
  5. photographs, videos, inspection results, or other supporting data;
  6. information regarding storage and usage conditions; and
  7. samples of the claimed Goods if requested by the Seller.

11.5. The Customer shall:

  1. cease using any Goods suspected of being non-conforming where continued use may increase the loss;
  2. segregate and preserve the relevant Goods for inspection;
  3. provide reasonable access and assistance for investigation; and
  4. not destroy, return, repair, or alter the Goods without the Seller’s approval.

If the Customer fails to comply with its obligations under Clause 11.5 and such failure materially obstructs or prevents inspection, testing, or investigation by the Seller, the Seller may reject the claim to the extent that the Seller can no longer reasonably determine the cause of the non-conformity or the extent of the Seller’s liability.

11.6. The Seller shall be entitled to inspect, test, and investigate the Goods subject to a claim, either itself or through a third party appointed by the Seller.

11.7. If a claim is substantiated, the Seller may, at its option:

  1. replace the Goods proven to be defective;
  2. repair the Goods, where possible;
  3. issue a credit note;
  4. refund the price paid for the Goods proven to be defective; or
  5. agree another corrective action with the Customer.

11.8. The remedies under Clause 11.7 shall constitute the primary remedies for claims relating to the Goods, to the extent permitted by law, and shall not reduce or exclude any obligation or liability that cannot be limited or excluded under applicable laws and regulations.

11.9. The cost of returning Goods proven to be defective shall be borne by the Seller. If inspection shows that the Goods conform to the Contract or that the damage was not caused by the Seller, the Customer shall bear the reasonable costs of shipping, inspection, and return.

11.10. Claims submitted after the Goods have been filled or processed may only be considered if:

  1. the defect could not reasonably have been identified before filling or use;
  2. the Customer carried out reasonable inspection and testing;
  3. the Goods were properly stored and used; and
  4. the Customer can provide sufficient evidence that the damage was caused by a manufacturing defect in the Goods.

12. INTELLECTUAL PROPERTY, ARTWORK, AND PRODUCTION EQUIPMENT

12.1. Intellectual property rights in artwork, trademarks, logos, text, designs, or materials provided by the Customer shall remain the property of the Customer or their lawful owner.

12.2. The Customer grants the Seller a limited right to use such materials solely for the purpose of manufacturing and supplying the Goods.

12.3. The Customer warrants that it has the right and authority to use all printing designs, trademarks, designs, text, logos, and materials provided to the Seller. The Seller shall have no obligation to verify, investigate, or establish the validity of the Customer’s rights or authority in relation to such materials.

12.4. The Customer shall be fully responsible for and shall indemnify, defend, and hold the Seller harmless from any demand, claim, loss, cost, and expense arising out of or in connection with materials provided by the Customer that infringe copyright, trademark rights, industrial design rights, patents, or other intellectual property rights, except to the extent that such infringement is directly caused by modifications made by the Seller without the Customer’s written approval.

12.5. Production methods, processes, formulas, know-how, machine settings, internal drawings, technical solutions, developments, and technical information created or owned by the Seller shall remain the property of the Seller.

12.6. Unless the Quotation expressly states that ownership is transferred, charges for printing plates, tooling, jigs, moulds, colour separation, or setup are charges for the creation and use of production facilities and do not by themselves transfer physical ownership or intellectual property rights to the Customer.

12.7. Printing plates, tooling, and equipment specifically made for the Customer shall only be used to manufacture Goods for the Customer or a party designated by the Customer in writing.

12.8. The Seller shall take reasonable measures to store artwork, printing plates, and tooling. However, the Customer shall retain copies of all electronic files and artwork supplied to the Seller.

12.9. The Seller may charge for searching, restoration, conversion, long-term storage, format changes, or reproduction of files, plates, and tooling.

12.10. The Seller may destroy or delete plates, tooling, and files that have not been used for a reasonable period after first giving notice to the Customer.

13. CANCELLATION, SUSPENSION, AND TERMINATION

13.1. The Customer may only cancel, whether in whole or in part, an Order that has been accepted by the Seller with the Seller’s prior written approval, provided that such cancellation shall be subject to the costs and obligations set out in Clause 13.2.

13.2. As a condition of cancellation, the Customer shall pay all reasonable costs and losses already incurred, including:

  1. raw materials and components already ordered;
  2. work-in-progress and finished Goods;
  3. costs of printing plates, tooling, artwork, trials, and setup;
  4. labour and machine time already used;
  5. storage costs and supplier cancellation charges; and
  6. any other costs directly arising from the cancellation.

13.3. The Seller may suspend production, delivery, or acceptance of new Orders if:

  1. the Customer is late in making payment;
  2. the Customer exceeds its credit limit;
  3. the Customer fails to provide required approvals or information;
  4. the Seller reasonably considers that there is a risk that the Customer may be unable to make payment; or
  5. the Customer commits a material breach of the Contract, provided that any suspension by the Seller pursuant to this Clause 13.3 shall not constitute a default or breach of Contract by the Seller.

13.4. Either Party may terminate the Contract if the other Party commits a material breach and fails to remedy such breach within fourteen calendar days after receiving written notice.

13.5. The Seller may immediately terminate or suspend the Contract if the Customer:

  1. is declared bankrupt;
  2. applies for or becomes subject to a suspension of debt payment obligations proceeding;
  3. is liquidated or dissolved;
  4. ceases or threatens to cease carrying on its business;
  5. has material assets seized or placed under receivership, administration, or curatorship; or
  6. based on demonstrable circumstances, is materially unable to meet its payment obligations.

13.6. Termination of the Contract shall not extinguish:

  1. payment obligations that have already become due;
  2. the right to recover cancellation costs and losses;
  3. rights relating to Goods already manufactured; or
  4. any provision which by its nature is intended to survive termination.

14. FORCE MAJEURE

14.1. “Force Majeure” means an event beyond the reasonable control of the affected Party that prevents or delays the performance of its obligations, including:

  1. natural disasters, earthquakes, floods, fires, or extreme weather;
  2. war, riots, sabotage, terrorism, or security disturbances;
  3. epidemics, pandemics, or public health emergencies;
  4. strikes or labour disputes beyond the relevant Party’s control;
  5. disruptions to electricity, gas, water, transportation, ports, or communication networks;
  6. shortages of raw materials or supply chain disruptions that cannot reasonably be avoided;
  7. embargoes, export or import restrictions, government actions, or regulatory changes; and
  8. major breakdowns of machinery or production facilities not caused by the relevant Party’s negligence.

14.2. The affected Party shall notify the other Party in writing by email or another written communication method agreed by the Parties no later than 5 (five) Business Days after becoming aware, or when it reasonably should have become aware, of the Force Majeure event. Such notice shall at least describe the nature of the Force Majeure event, its estimated impact on performance, and, where possible, the estimated duration of the disruption.

14.3. The obligations of the affected Party shall be suspended for the duration and to the extent that performance is prevented by the Force Majeure event.

14.4. The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure event.

14.5. Force Majeure shall not relieve the Customer from its obligation to pay for Goods that have already been delivered or completed before the occurrence of the Force Majeure event.

14.6. If a Force Majeure event continues for more than ninety calendar days and materially prevents performance of the Contract, either Party may terminate the unperformed portion of the Contract by written notice, without prejudice to obligations that arose before termination.

15. CONFIDENTIALITY AND ELECTRONIC COMMUNICATIONS

15.1. Each Party shall keep confidential any technical, commercial, pricing, formula, printing design, specification, and other confidential information received from the other Party during the term of the Contract and for 5 (five) years after the Contract ends, except for information which by its nature constitutes a trade secret or is required to remain confidential for a longer period under applicable law or another agreement between the Parties.

15.2. The confidentiality obligations shall not apply to information that:

  1. is publicly available other than as a result of a breach;
  2. was lawfully possessed before receipt;
  3. was lawfully received from a third party; or
  4. must be disclosed pursuant to law or an order of a competent authority.

15.3. Quotations, Orders, confirmations, printing design approvals, specification changes, notices, and other documents may be communicated by email, the Customer’s electronic procurement system, WhatsApp through contact numbers designated by each Party for transaction purposes, or another electronic communication method agreed by the Parties in writing.

15.4. Approval given by the Customer’s personnel through an email address, account, or system ordinarily used by the Customer shall be deemed to have been given by authorised personnel unless the Seller has previously been notified in writing of any limitation on such authority.

15.5. The Parties acknowledge that electronic documents and communications may be used as evidence of transactions in accordance with applicable law.

16. MISCELLANEOUS

16.1. The Seller shall comply with applicable regulations relating to the Seller’s manufacturing activities for the Goods.

16.2. The Customer shall be responsible for compliance with regulations relating to:

  1. the formula and product filled into the Goods;
  2. registration and marketing authorisation of the final product;
  3. text, claims, information, and product labelling;
  4. use, marketing, distribution, and export of the final product; and
  5. the suitability of the Goods for the Customer’s specific purpose.

16.3. Any technical advice or recommendation provided by the Seller is based on information available at the time it is given and does not replace the Customer’s obligation to conduct its own testing and validation.

16.4. Administrative or typographical errors in a Quotation, Order confirmation, Invoice, delivery note, or other Seller document may be corrected by issuing a revised document, provided that such correction does not materially alter the rights and obligations agreed by the Parties. Any revised document shall be notified and provided to the Customer in writing.

16.5. Any delay by either Party in exercising its rights shall not constitute a waiver of those rights.

16.6. A waiver of any right shall only be effective if made in writing and shall apply only to the specific circumstances stated.

16.7. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in effect. The invalid provision shall be adjusted to the extent necessary to reflect as closely as possible the Parties’ original commercial intention.

16.8. The Customer may not assign its rights or obligations under the Contract to another party without the Seller’s prior written approval. However, such approval shall not be required where the assignment occurs as a result of a merger, consolidation, restructuring, reorganisation, or transfer of all or a substantial part of the Customer’s business, provided that the assignment does not materially reduce the transferee’s ability to perform the obligations under the Contract and does not materially prejudice the Seller.

16.9. The Seller may use affiliated companies, suppliers, carriers, or subcontractors to perform part of its obligations while remaining responsible for the Seller’s obligations under the Contract.

17. GOVERNING LAW, DISPUTE RESOLUTION, AND LANGUAGE

17.1. The Contract and these Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Indonesia.

17.2. In the event of a dispute, the Parties shall first attempt to resolve the dispute through good-faith consultation.

17.3. If the dispute cannot be resolved within thirty calendar days after either Party gives notice of the dispute, the dispute shall be resolved through the District Court having jurisdiction over the Seller’s domicile.

17.4. Clause 17.3 shall not limit the Seller’s right to submit an application, claim, lawsuit, or other legal action before a competent court for the purpose of recovering payment or protecting its rights in the Goods.

17.5. These Terms and Conditions are made in the Indonesian language.

17.6. If an English or other language translation is prepared, such translation is provided solely to assist understanding. In the event of any difference in interpretation, the Indonesian language version shall prevail, unless the Parties expressly agree otherwise in a written document permitted under applicable law.

18. ACCEPTANCE

By submitting an Order, approving a Quotation, accepting the Goods, making payment, or continuing a transaction after receiving these Terms and Conditions, the Customer shall be deemed to have read, understood, and accepted these Terms and Conditions.