PT Ciba Specialty Chemicals Indonesia
General Terms of Sale

1. Exclusive Application

These General Terms of Sale (“GTS”) apply to any and all sales of PT Ciba Specialty Chemicals Indonesia (“Ciba”). Conflicting or additional terms of sale and in particular, stipulations in Customer’s purchase orders, shall be valid only if they have been expressly agreed in writing.

2. Force Majeure

Ciba shall not be liable for any non-fulfillment of its obligations resulting from a force majeure event. For this purpose, “force majeure” shall include, without limitation to, an act of God, riot, war, terrorism, lightning, fire, earthquake, storm, flood, explosion, unavailability or delay in availability of equipment, products, raw materials or transport, labour dispute, strikes, acts in compliance with any laws and regulations or orders and any other cause which is not within the control of Ciba. Ciba and the Customer agree that the occurrence of a Force Majeure event shall not in any way form a basis or an excuse for the Customer to suspend any or all of its payment obligations to Ciba which are due and payable.

3. Terms of Payment

All invoices are to be paid net with no deductions whatsoever within the payment terms as set out in the invoice. Ciba reserves the right to charge default interest on overdue amounts accruing daily from the due date for payment until the date of actual payment at a rate of 10% per annum.
4.Date of Delivery

Any delivery dates indicated by Ciba are estimates only and based on the conditions prevailing at the time the order is placed and under the assumption of normal supply and manufacturing conditions. Except in the event of gross negligence or willful misconduct of Ciba as decided by a final and binding decision of the court having jurisdiction over the matter concerned and subject to clause 2 above, Ciba shall not be held liable for delays in the supply of products.

5. Acceptance of Products

Unless the Customer notifies Ciba to the contrary within ten days of receipt of the products, the products shall be deemed to have been accepted by the Customer as being in good condition and in conformance with published specifications. The Customer shall not be entitled to withhold payment of all or any of the price of the products whilst any claim is being investigated by Ciba.

6. Title and Risk

Title in delivered products will be deemed to have passed to the Customer upon receipt of the products by Customer. Unless otherwise agreed between the parties in writing in respect to any particular order, risk in the products shall pass to the Customer immediately upon delivery to the Customer or the Customer’s carrier, if so appointed by the Customer.

7. Warranty and Liability

Ciba warrants that when dispatched from Ciba’s facilities, the products shall meet Ciba’s published specifications. Ciba’s liability for breach of warranty shall be limited to the replacement of products that do not conform to the published specifications or to the refund of the purchase price, provided that the non-conformance must be notified and specified in writing within ten days of receipt of the products. Ciba makes no warranty whatsoever with regard to experimental or non-commercial products as advised by Ciba. Ciba is not responsible for damage resulting from storage, usage, handling, incorporation or alteration of the products by the Customer or third parties. Ciba’s total liability hereunder shall not exceed the total purchase price paid for the products under these GTS.  Ciba's liability for any claim arising out of or in connection with the purchase, use or performance of the products shall not extend to any incidental, indirect, special or consequential loss or damage, even if the potential for such loss or damage has been made known to Ciba. Ciba disclaims to the fullest extent permitted by law, all implied warranties or conditions unless specifically set out herein.

8. Recommendations and Advice

All recommendations and advice given by Ciba are based on the current state of Ciba’s knowledge. Notwithstanding such recommendations or advice, the Customer shall not rely upon that advice and shall satisfy itself that the products are suitable for its intended process or purpose. Since Ciba cannot control the application, use or processing of the products, Ciba cannot accept responsibility therefor. The Customer shall ensure that its intended use of the products will not infringe any third party’s intellectual property rights.

9. Internal Use Only

The products sold hereunder are not intended for Customer’s resale unless specified otherwise by Ciba in writing. Ciba disclaims all liability and the Customer hereby indemnifies and will hold Ciba harmless against any claims relating to any unauthorized resale by the Customer.

10. Responsible Care

Ciba supports the Responsible Care Program which incorporates an obligation for Ciba to work with its customers to ensure the safe and legal storage, handling, use, transportation and disposal of chemical products. In this regard, the Customer agrees to exercise due diligence in the fulfilment of relevant safety and environmental requirements applying to the products purchased. Ciba will provide all necessary information about its products to the Customer and any appropriate support to the Customer as may reasonably be required.

11. Governing Law

These GTS are governed by and shall be construed in accordance with the laws in force in the Republic of Indonesia without regard to its conflict of law provisions. The application of the UN Convention on the International Sale of Goods (Vienna, 1980) is expressly excluded. The Customer agrees to submit to the non-exclusive jurisdiction of the District Court of Central Jakarta, Indonesia, without limiting the rights of Ciba to refer claims with any other district courts having jurisdiction over the domicile of Ciba in the territory of the Republic of Indonesia.

12. General

The Customer shall not assign or otherwise transfer any of its rights or obligations hereunder whether in whole or in part without the prior written consent of Ciba. Any such unauthorized assignment shall be deemed null and void. If a provision of these GTS is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the remainder of that provision and of all other provisions of these GTS (to the extent that they are not held to be invalid or unenforceable) shall not be affected thereby.

This General Terms of Sale is also available in Bahasa Indonesian.