General Terms & Conditions

General Terms & Conditions

1. Definitions

The following definitions shall be used for the purpose of interpreting this General Terms and Conditions of Sale.

1.1. "Seller" shall mean PT. Euro-Design, who is the manufacturer and supplier of the Products, and/or the group companies of the Seller (as the case maybe).

1.2. "Buyer" shall mean the person or legal entity concluding a dealer agreement or any other contract with Seller in respect of the Product(s).

1.3. "Parties" means Seller and Buyer collectively.

1.4. "Products" shall mean the product(s) which are the subject of a contract, sale or delivery between the Parties, including (but not limited to) dealer agreements. This may include physical goods and any related component or accessories.

1.5. "GTC" means these General Terms and Conditions, including any amendments or updates made from time to time.

2. Scope of Application

2.1. This GTC shall apply to all agreements made between Seller and Buyer, unless both parties agree otherwise in writing.

2.2. Any terms from Buyer shall not be legally binding on Seller unless expressly accepted in writing. Fulfilling any purchase order with Buyer shall not mean that Seller accepts any terms and conditions from Buyer that differs with this GTC.

2.3. Should there be a conflict between this GTC and a specific agreement between the Parties, the latter shall prevail.

2.4. In the event of any discrepancy or inconsistency between the English version of this GTC and any translation thereof, the English version shall prevail.

3. Binding Nature of Agreement

3.1. Buyer declares explicitly that they have read, understood, and unconditionally accepted these terms and conditions in their entirety. Any deviations from these terms shall only be valid if expressly agreed in writing by Seller. In all other cases, these GTC shall apply in full. Any addendum to these GTC shall be binding only if confirmed in writing by Seller.T.

3.2. If any provision(s) is found invalid, unenforceable, or void by a court of competent jurisdiction or authority, the remaining provisions will remain binding. In such a case, the Parties shall agree in writing to replace the affected provision with a valid one that reflects the original intent as closely as possible.

3.3. All agreements between Seller and Buyer including this general terms and conditions shall be deemed to have been entered into in Indonesia and thus governed by Indonesian law. Pursuant to Article 6 of the United Nations Convention on Contracts for the International Sale of Goods (hereinafter “CISG”), the parties hereby expressly opt out of the CISG.

3.4. No failure by the Seller to enforce any part of these terms shall be considered a waiver of its rights to enforce them later, nor prevent the Seller from doing so in the future.

3.5. The following Clauses shall expressly survive termination, expiry, or completion of the agreement and shall remain in full force and effect in accordance with their terms, notwithstanding such termination, expiry, or completion: Clause 3.4 (Reservation of Rights), Clause 15 (Special Conditions for Cargo Release in International Orders), Clause 16 (Product Liability), Clause 17 (Limitation of Liability), Clause 19 (Warranty), Clause 21 (Suspension and Termination), Clause 22 (Force Majeure), Clause 23 (Intellectual Property Rights), Clause 24 (Confidentiality), and Clause 26 (Dispute Resolution).

3.6. For the avoidance of doubt, Clause 3.5 modifies any applicable statute of limitations to the extent legally permitted. Furthermore, Clause 3.5 does not prevent a court or authority from declaring any provision invalid, unenforceable, or void as described in Clause 3.2.

4. Offers and Quotations

4.1. All offers and price quotations from Seller are non-binding and subject to change. This includes changes to pricing, delivery timelines, and product availability. Seller reserves the right to withdraw any offer at any time prior to written acceptance by the Buyer.

4.2. Seller reserves the unilateral right to cancel any incorrect order or invoice and to issue a corrected version, even after acceptance by Buyer. The following conditions shall apply:

4.2.1. If the Buyer has already made a deposit, or partial payment based on the incorrect invoice, such payment will be recognized and applied to the corrected invoice. Buyer must then pay the remaining balance based on the corrected invoice amount.

4.2.2. If the corrected total is less than the original invoice, the final payment will be reduced accordingly. No refund will be issued for any excess already paid.

4.2.3. If the corrected total is greater than the original invoice, the Buyer is required to pay the additional amount as part of the final payment. The deposit or partial payment already made will remain valid and be applied.

4.3. Unless stated otherwise in writing, all price quotations are valid for 14 calendar days from the date of issue.

5. Binding Agreement

Agreement between Seller and Buyer becomes legally binding on both parties only after the Buyer returns the signed proforma invoice, pays the down payment as per Clause 7, and signs the GTC. No modifications to the Order, including design, finishes, quantities, or delivery terms are permitted after the proforma invoice is signed. Any delay by Buyer in fulfilling these conditions will result in a corresponding delay in production.

6. Prices

6.1. Prices mentioned by Seller are exclusive of VAT, unless otherwise agreed in writing. Buyer shall pay the applicable VAT in proportion to the down payment and remaining balance, as specified in the proforma invoice, and final Invoice. Buyer is also responsible for any other applicable taxes under the relevant rule, including Incoterms, or any taxes included in the invoice.

6.2. Prices include (insert what type of packaging include or not → eg. Standard packaging? Export crating?)

6.3. Seller will determine the prices at which it sells Products to the Buyer and may adjust these prices as its sole discretion for any future orders.

6.4. Seller must receive the full invoiced amount in the currency specified on the invoice, without any bank deductions, fees, or currency conversions.

7. Terms of Payment

7.1. Payment is considered fulfilled only when received by Seller along with proof of the transaction. Buyer must send proof of the Down Payment, and final payment to Seller within forty-eight (48) hours of each of the payments.

7.2. A down payment, the amount of which is specified in the proforma invoice, is required to confirm the order. This payment must be received in full before pre-production begins. The actual production start time will follow the process described in Clause 10. The down payment is always non-refundable.

7.3. The remaining balance is due and must be received in full before any delivery, shipment, or cargo release proceeds. Clause 14 of this GTC, which sets out the applicable Incoterms rules, shall apply:

7.3.1. For domestic orders, Ex works (hereinafter “EXW”) applies and payment is due upon completion of Products at the Seller’s premises in Semarang, Indonesia.

7.3.2. For international orders, Free on Board (hereinafter “FOB”) applies: If cargo is released by Original Bill of Lading (hereinafter “OBL”), the Buyer must pay the remaining balance prior to receiving the original Bill of Lading, as set out in Clause 15.1. If cargo is released by Telex Release, the remaining balance must be fully paid and cleared before the Seller surrender the Bill of Lading (hereinafter “B/L”) to the carrier and authorize cargo release, as detailed in Clause 15.2.

7.4. If the order includes installation services (See Clause 12 on Installation) and such installation is delayed due to Buyer’s request or site conditions, the full invoice amount (100%) shall still be payable upon completion of the product.

7.5. Buyer shall not be entitled to suspend or withhold any payment, in whole or in part, once it has become due, whether based on any right of set-off, any (alleged) counterclaim, or for any other reason whatsoever.

7.6. If the Buyer fails to pay any amounts due under the Contract by the specified due date, the Seller has the right to charge a late payment penalty of …% per month on the total contract price, calculated from the day after the payment due date until full payment is received. The Seller is not responsible for any additional costs arising from the Buyer’s late payment, including but not limited to warehousing costs as governed by Clause 18, or other related expenses.

8. Ownership and Title

Ownership and title to the Products remain with Seller until full payment has been received and cleared.

9. Special Conditions on Minimum Order and Exclusivity.

This clause does not automatically apply to all Buyers. Seller may apply the Provisions of this clause selectively, depending on the nature of the Buyer or as otherwise agreed in writing. The offer of minimum order and exclusivity terms is made in the price quotation and becomes binding upon Buyer’s acceptance and issuance of the proforma invoice. Buyer’s minimum order obligation shall be set by Seller as a baseline for an initial period specified by Seller and shall remain in effect throughout that period unless amended or terminated in writing by both Parties. For any following periods, minimum order quantities and exclusivity terms will be negotiated and agreed in writing by both parties in good faith. Such agreed terms will form an integral and continuing part of this Agreement.

9.1. If during any period Buyer fails to meet the minimum order obligation or it becomes evident Buyer will be unable to comply, Seller may, at its sole discretion and without prejudice to other rights, take one or more of the following actions, observing principles of reasonableness and fairness: invoice Buyer for the shortfall up to the minimum order amount for that period; engage alternative buyers or distributors for the relevant territory; or terminate Buyer’s minimum order and/or exclusivity rights under this Agreement with immediate effect, without judicial intervention and without liability for damages.

10. Production.

Seller guarantees no immediate availability of products. As such, production is required. Production consists of two stages: the Pre-production stage where preparation for the actual production will be made, and the Actual Production stage where products are actively being made.

10.1. Pre-Production starts only after Buyer signs the proforma invoice (see Clause 5), Buyer signs the GTC and any other applicable agreements between Parties, and downpayment is paid and received (see Clause 7).

10.2. Actual production will follow the production queue determined by the order in which Buyers complete the requirements in Clause 10.1. Buyers who fulfill these requirements first are placed earlier in the queue. For an update estimated timeframe (subject to change), please contact the Seller. To secure an earlier position, we recommend confirming your order and making the down payment as soon as possible.

11. Inspection.

Product inspection will follow the Acceptance Quality Limit (hereinafter “AQL”) 2.5 standard and include in-house testing according to ISTA Standard at the Seller’s facility in Semarang, Indonesia. Products that pass this inspection will be documented with written records and photos. Once approved, Buyer may not raise any claims (including warranty or product liability) about the inspected items, as explained in Clauses 16, 17 and 19. Alternative inspection methods may be used, but only if both parties agree in writing.

11.1. If the Seller applies an alternative method, it will replace the provided inspection standard with the new method as the basis for warranty eligibility. Additional costs may apply.

11.2. If Buyer requests a third-party inspection, it must be approved in writing by Seller in advanced and carried out before shipment. However, Seller will still perform its own inspection based on the AQL 2.5 and ISTA standard and will use this as the definitive basis for warranty eligibility.

12. Installation

Installation means the start-up, erection, installation, commissioning construction, or other services performed by the Seller.

12.1. Installation services are only applicable to installable items, as specified in the quotation and/or proforma invoice. Installation will be provided only after the Buyer has fully paid for the service. The installation price provided is an estimate and may be subject to change based on actual conditions. A deposit must be paid as stated in the invoice. The final payment amount will be adjusted accordingly once the final cost has been confirmed after the completion of the installation service. The Buyer shall bear any additional costs arising from unforeseen site conditions, access issues, or other factors beyond the Seller's control.

12.2. Installation will only proceed if the area, namely floors, walls, ceiling, windows, doors, Mechanical and Electrical (hereinafter referred to as "ME") is fully completed and clean.

12.3. Civil and ME works are the Buyer's responsibility.

12.4. If a Buyer request results in the need for overtime work, additional charges will apply and be borne by the Buyer.

12.5. Buyer is responsible for any damage caused by third-party workers or craftsmen.

13. Custom Work, Samples, and Prototypes.

At Buyer's request, Seller may provide samples, prototypes, or mock-ups for custom work. All related costs including materials, tools, development, labor, and other necessary expenses, shall be fully borne by Buyer. Specific terms regarding quantity, price, and delivery timeline must be agreed upon separately in writing. Buyer acknowledges that payment for custom work, samples, and prototypes is required even if no final order is placed.

14. Delivery of Products.

All terms related to the transport and transfer of Products shall be construed in accordance with the Incoterms 2020, as issued by the International Chamber of Commerce. Buyer must either pick up the Product or arrange for delivery/shipment once the Product is ready and made available. Failure to do so will be considered a delay attributable to the Buyer as defined in Clause 18. Delivery of Products will take place from Semarang, Indonesia, and is subject to the applicable Incoterms.

14.1. Domestic deliveries will apply EXW, meaning that Buyer bears all costs and risks from the point the Products are made available at Seller's premises, including transport, loading, and insurance.

14.2. International deliveries will apply FOB shipping from the Port of Semarang where Seller is responsible for the Products and related costs until they are loaded onto the vessel at the designated port, risk and responsibility transfer to the Buyer once the Products are on board, and full payment (100% of the total invoice) must be completed. Further details shall be explained in Clause 15 on Special Conditions for Cargo Release in International Orders.

14.3. Any delivery date mentioned by Seller is an approximate and shall not be legally binding upon the Seller.

14.4. Seller shall be entitled to postpone the time of delivery in the following circumstances: Delivery is delayed due to services or preparations the Buyer is responsible for, or delays caused by a third-party service arranged by the Buyer, or arranged by Seller on the Buyer's behalf, or delays caused by force majeure, as defined in Clause 22, or work must stop or is delayed due to orders from government or public authorities, or other reasonable circumstances beyond Seller's control. The subsequent new delivery details will be confirmed in writing by Seller. In such cases mentioned above, Seller shall not be held liable for any delays in delivery or failure to deliver by a specific time, except in cases of gross negligence or willful misconduct.

14.5. Risk of Products transfers to the Buyer once the Products have been handed over by the Seller for delivery and transport. The Seller is not responsible for any damage, loss, or delays of the Products during transport or customs clearance.

14.6. Buyer is responsible for obtaining all necessary import licenses and/or documents, complying with applicable import laws, and paying any customs duties, taxes, and fees related to the import and resale of the Products.

14.7. All sales are final. No refunds or credits will be given for returned products unless agreed in writing by the Seller, even if the Products are the subject of a complaint.

15. Special Conditions for Cargo Release in International Orders.

This clause applies exclusively to international orders and does not apply to domestic purchases.

15.1. To release the OBL, full payment must be received and cleared in the Seller's designated bank account as specified in the invoice (proforma or final). Only after this will the Seller send the OBL to the Buyer, which is necessary for releasing the cargo upon arrival at the Buyer's port.

15.2. Seller shall authorize cargo release by telex release only after full payment of the invoice has been received and cleared by the Seller, in accordance with the payment terms set out in Clause 7, and Seller has surrendered the B/L to the carrier in accordance with standard telex release procedures. Under no circumstances shall the Seller authorize cargo release based on a Letter of Indemnity or any similar undertaking. Furthermore, Buyer shall not instruct or authorize the carrier, freight forwarder, or any third party to release the cargo or shipping documents without the Seller's prior written consent. Nor shall the Buyer enter into any arrangement that circumvents this contract or results in unauthorized or premature cargo release. Any cargo released without the Seller's written authorization, or prior to full payment and proper surrender of the B/L, shall be entirely at the Buyer's risk. The Buyer shall remain fully liable for the full invoice amount and any resulting losses, damages, or claims.

16. Product Liability

16.1. Upon receipt, Buyer must inspect Products to verify that the quantity, product type, and quality conform to Seller's pre-shipment inspection results as described in Clause 11. Failure to inspect or notify Seller as required will constitute acceptance under Clause 16.5.

16.2. For domestic deliveries relying on EXW, all risks of loss or damage transfer to Buyer once the Products are made available at Seller's premises in Semarang, Indonesia. Seller bears no liability beyond this point.

16.3. For international shipments relying on FOB shipping, risk of loss or damage shall transfer to Buyer upon handover of the Products to the carrier or shipping agent in the Port of Semarang. Buyer assumes all risks during transport, including damage, theft, or loss. Seller is not liable for any loss or damage occurring during shipping, and all related claims must be directed to the responsible party.

16.4. Claims for missing items must be submitted to the Seller in writing within [insert time limit] of receipt. Claims for non-conforming Products (e.g., defects covered by warranty) must be reported in writing within [insert time limit] of discovery and are subject to the warranty provisions in Clause 19. Both types of claims must include supporting documents, such as the purchase order or invoice number, product name, finish and size, clear photos of the full product, a description of the claimed defect, the product's arrival date, a photo of the barcode attached to the product, and a copy of the transportation bill or delivery note showing the condition of the goods at the time of receipt.

16.5. Buyer shall be deemed to have accepted the Products unless proper written claim is given in accordance with Clause 16.4. Acceptance waives Buyer's right to claim for damages as outlined herein.

16.6. All sales are final and non-returnable. Buyer has no right to return Products except where expressly permitted under this Clause or the applicable warranty terms in Clause 19.

17. Limitations of Liability

The Seller's liability is limited to the invoiced value of the specific Products or services provided. The Seller shall not be liable for shipping-related issues, any loss or damage caused by the Buyer or owed to third parties, or for any indirect or consequential losses, including but not limited to pure economic loss, loss of profit, loss of business, loss of reputation or goodwill, operational losses, delivery delays, or costs related to reordering or product correction. These limitations do not apply to damages or losses resulting from the Seller's intentional misconduct or gross negligence, including that of its senior employees.

18. Delays Attributable to the Buyer

A delay attributable to the Buyer includes any act or omission by the Buyer that hinders or prevents the Seller from proceeding with production, delivery, or fulfillment of the Order, including failure to arrange shipment or collect the Products.

18.1. Seller will notify the Buyer in writing when the Products are ready for delivery or shipment. A grace period of one (1) month is given from the scheduled delivery date for the Buyer to collect or arrange shipment of the Products. After this period, a storage fee of 2% of the total contract value per month will apply, up to a total maximum period of six (6) months including the grace period. If the Buyer has not made full payment of all amounts due, they must pay the outstanding amount consisting of the late payment penalties as set out in Clause 7.6, and any applicable warehousing fees.

18.2. Storage fees are due every [Insert time limit] and must be paid within [Insert time limit Eg...days of invoicing].

18.3. The buyer shall bear all risks and additional costs related to storage, including insurance and handling.

18.4. If Products are not collected by Buyer within six (6) months from the original delivery date, including the one (1) month grace period, Buyer shall be deemed to have abandoned the Products. In such case, any payments made, whether partial (downpayment or any other partial payments) or full, shall be forfeited. Meaning that ownership of the Products shall remain with Seller, without any obligation to refund or deliver the Products.

19. Warranty

19.1. Seller warrants that Products are free from factory defects, including poor materials or construction flaws, for a period of one (1) year for electronic items (e.g. lamps, LED liners, ballasts) and two (2) years for products manufactured by [insert name], starting from the date of delivery.

19.2. Warranty coverage is limited to defects not identified or discoverable during the inspection process under Clause 11. Products that passed inspection are considered free from defects on those aspects, and no related warranty claims will be accepted. Claims based on independent or third-party testing will not be considered for warranty eligibility. The Seller is not liable for defects caused by normal wear and tear, willful damage, negligence, abnormal conditions, failure to follow written instructions, misuse, unauthorized changes or repairs, or any act or omission by the Buyer, its staff, distributors, or third parties.

19.3. At its sole discretion, Seller may repair, replace, or issue credit for covered defects. This warranty excludes minor variations in shape, color, size, or finish, which are not considered defects, and excludes damage caused in whole or in part by the Buyer or third parties.

19.4. All Products are provided without additional guarantees or implied warranties, including merchantability, fitness for a specific purpose, or non-infringement. Requests made after the warranty period may incur charges. The Buyer bears all costs beyond the covered repairs, including transport and handling. For international orders, Seller may send personnel for repairs; if the issue is not covered, all related costs fall to the Buyer.

20. Order Cancellation.

Orders may only be cancelled before production begins. The down payment is always non-refundable. If materials have already been purchased and their cost exceeds the down payment, the Buyer must pay the difference.

21. Suspension and Termination

21.1. Seller may suspend its obligations or terminate the Agreement, in whole or in part, by written notice and without court approval if the Buyer is declared bankrupt, applies for a moratorium, is subject to asset seizure, or fails to fulfill any obligation under the Agreement and does not remedy such failure within a reasonable period after written notice, or if the Seller has reasonable grounds to believe that the Buyer will not perform and the Buyer fails to provide adequate assurance or security upon request.

21.2. In the event of suspension or termination under this clause, all amounts already invoiced or otherwise due shall become immediately payable, including for work already performed or materials specifically ordered or manufactured for the Buyer.

21.3. Seller shall also be entitled to terminate the agreement, without liability for any damages, if unforeseen circumstances beyond its control, such as shortages of materials, transport delays, or disruptions in production, renders performance permanently or temporarily impossible or excessively burdensome.

21.4. Buyer shall not assign or transfer any of its rights or obligations under this agreement to any third party without the prior consent from Seller.

22. Force Majeure.

Neither party shall be held liable or responsible to the other, nor deemed to have breached any agreements for non-performance or delayed performance of contracts caused by force majeure. The party affected by force majeure must notify the other party in writing within 72 hours of the occurrence of the event, providing reasonable details of the situation and its expected duration. Both parties shall cooperate in good faith to minimize the impact of the force majeure event and resume performance as soon as possible. This clause applies regardless of any other Provisions in this GTC and shall override any conflicting terms. Force majeure refers to events beyond the reasonable control of either party, including but not limited to:

22.1. Natural Events: acts of God, fire, flood, earthquake, storm, lightning, hurricane, tornado, or other natural disasters.

22.2. Health Crises: pandemic, epidemic, or endemic outbreaks.

22.3. Conflict and Civil Unrest: war (declared or not), invasion, armed conflict, terrorist acts or threats, revolution, insurrection, riot, civil commotion, or national/state emergencies.

22.4. Governmental Actions: embargoes, sanctions, orders, restrictions, or other actions by government authorities (including allocation measures or export/import bans).

22.5. Labor or Industrial Issues: strikes, lockouts, labor disputes, or shortages.

22.6. Logistical and Supply Disruptions: delays or unavailability in transportation, shortage or inability to obtain necessary materials, fuel, equipment, or utilities.

22.7. Infrastructure Failures: breakdowns in communication, power outages, or failure of networks or critical systems.

22.8. Other Causes which could not reasonably have been foreseen or avoided despite all reasonable efforts.

23. Intellectual Property Rights

23.1. Seller owns, or is licensed to use, all intellectual property rights related to its Products and business, including but not limited to trademarks, trade names, logos, product designs, patents, and marketing materials (example: product images and promotional content). These rights are non-transferable. If Seller provides such materials to Buyer, Buyer may only use them to promote and sell Seller's Products. Buyer may not copy, modify, register, or otherwise use Seller's intellectual property without prior written permission, except as expressly permitted in this agreement.

23.2. Buyer may not copy, modify, register, or otherwise use Seller's intellectual property, including trademarks or logos on the Products or packaging, without Seller's prior written consent, except where expressly agreed. Buyer is also prohibited from removing, covering, altering, or adding branding to any such materials unless expressly authorized in writing by Seller.

23.3. Seller may check how the materials are being used to ensure proper quality and brand representation. If the Seller reasonably objects to the way the materials are used, the Buyer must immediately stop the disputed use and follow the Seller's instructions regarding correction or removal.

23.4. Buyer must promptly notify Seller of any suspected or actual infringement of Seller's intellectual property by third parties. Buyer also agrees to indemnify, defend, and hold Seller harmless from any claims, damages, or expenses resulting from Buyer's unauthorized use of Seller's intellectual property.

24. Confidentiality

24.1. Both parties must keep everything in their agreements and all business information they learn about each other confidential. The only exception is if they need to share certain commercial or operational information with a (potential) customer because of their agreements.

24.2. Buyer can only use Seller's business information to carry out their agreements. If Buyer creates any intellectual property or similar rights using this information, they must immediately and unconditionally transfer these rights/claims free of charge to the Seller.

25. Miscellaneous

25.1. The parties are independent and act in their own name. Nothing in these Terms or any agreement between them creates a legal partnership, joint responsibility, or allows one party to act as an agent or bind the other in any way.

25.2. The agreement is personal to both Parties and neither party may assign, transfer, or subcontract any of its rights or obligations under the agreement without the other Party's prior written consent, except to a reputable factoring company for collecting unpaid invoices, or within Seller's group of companies.

25.3. These Terms and any related agreements are intended solely for the benefit of the Seller and the Buyer, including their permitted successors and assigns. No other individual or entity shall have any rights or claims under these Terms, whether directly or indirectly.

25.4. No failure or delay by the Seller in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the Seller.

26. Dispute Resolution.

Parties shall first attempt to resolve any dispute out of or in connection with this Agreement through good faith negotiations for a period of thirty (30) calendar days. If the dispute remains unsolved, the Parties shall then attempt to resolve it mediation in accordance with Supreme Court Regulation No. 1 of 2016 on Mediation Procedures. If no settlement is reached within 30 (thirty) calendar days, Seller shall have the exclusive right to determine whether the dispute will be resolved through arbitration under Law No. 30 of 1999 concerning Arbitration and Alternative Dispute Resolution (hereinafter referred to as Indonesian Arbitration Law), or through judicial proceedings before the competent courts in Semarang under Indonesian law.

26.1. If Seller chooses arbitration, for disputes arising within the territory of Indonesia (domestic disputes), Seller may choose either (a) ad hoc arbitration held in Semarang, Indonesia, or (b) institutional arbitration administered by Badan Arbitrase Nasional Indonesia (BANI) in Jakarta. For international disputes, similar arrangements may apply, provided that any variation from this clause shall only be valid if expressly agreed to in writing. Parties shall cooperate in fulfilling the formal requirement of an arbitration agreement as required under Article 9 of the Indonesian Arbitration Law.

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