Pertamina (Part 3 of 3) LPG - 003 - Compressed PDF

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East Java LPG

Terminal Project
Private and Confidential

Request for Proposal
PERTA}iINA
Appendix F2: LPG Supplv Aqreement
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Code: RFP-001 ff00300/20'l 6-53
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Long-Term LPG Supply Agreement

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PERTAMINA
East Java LPG

Terminal Project
Private and Conf idential

LPG Supply Agreement
Table ol Contents
ARTICLE
DEFINITIONS
Definitions.....
lnterpretation
ARTICLE
SCOPE
Purpose and
2.1
Main Obligation
Sources of L
Transportation
ARTICLE
THE TERM
.
1.2.
1
.1
.
2.2.
2.3.
2.4.
3.2.
1o
11
11
I
11
12
Commencement
OUAN
4.1
Annual Ouantity
Over Lifting
Shortfall.......
MINIMUM
ARTICLE
Minimum Ann
Make-up Rights.
ARTICLE6 SPECIFICATION
Quality Specifications..
Notification
ARTICLE
.
4.2.
4.3
5.1
5.2
...............1 3
6.1
6.2.
6.3
...........1 6
Off-Spec LPG
ARTICLE 7 MODE
7.1
7.2
Vessel Nomination
Mode of Transport
ARTICLE
DELIVERY
Delivery of LPG
Title and Risk
f
ARTICLE
LAYTIME,
8.1
.i'
9.1
9.2.
9.3
C|aim............
Surveyor-......'.,r,..'j;;..;:.........
ARTICLE 10 LPG I{OM.iNMOru
Atl'I'ICLE
11
SELLER'S
.1 Sellerl$ Respon
11 2 . Ceriification of I
1.3 ,: Recalibration,
.4 Caliulation of
11.5. Operation and
1 1
............23
............23
1'.1
ARTICLE
13
INVOICE AND PAYMENT....
ARTICLE
14
TAXES AND COST
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17.4.
East Java LPG

Terminal Project

PERTAfrl!NA
Neg1igence................
..........ii;-;;:l::ri,,.i....
18.2.
Buyer's Representation and

ARTICLE 19 FORCE MAJEURE.....
Warranties.................
19.3. Obligations Following Force Majeure

ARTICLE 20 TERMINATION
RESOLUTION
ARTICLE
21
DISPUTE
ARTICLE
22
ASSIGNMENT
Appendix
Appendix
Appendix
A
B
C
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......................:,,..?..-,r...::.r.........
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Event.............
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..........::.....-...................29
Willful Misconduct and Gross

18 REPRESENTATION AND WARRANTIES
ARTICLE
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.................31
............................33
........41
: QUALITYSPECIFICATION
: LAYTIME....
:
THETERM!NAL.................
Code : RFP-001 /T003005/201 6-53
21 October 2016
Page 2 of LPG Supply Agreement
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PERTA'VIINA
East Java LPG

Terminal Project

Long-Term LPG Supply Agreement

This Long-Term LPG Supply Agreement (this "Agreement") is entered into as of [XXX]day of [XXX]20[XXX], by and
between:
PT PERTAMINA (PERSERO), a state-owned company duly established and organized under the laws ol the
Republic of lndonesia and having its principal office at Jalan Medan Merdeka Timur 14, Jakarta, lndonesia
("Buyer");
and
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PT [SPC], a limited liability company duly established and organized under the laws of the Republic of
lndonesia and having its principal office at [XXX], lndonesia ("Seller").
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The Buyer and the Seller are severally referred to as a "Party" and jointly referred to asJhq "Parties".
RECITALS
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A.
WHEREAS, in order to anticipate f uture demand for lndonesia's LPG, the Buyer wishes to have inf rastructure in
the form of an LPG terminal based in Jawa Timur that will be utilizd( Jor.,feceiving, loading, storage and delivery
of LPG which will be distributed to eastern parts of lndonesia including Jawa Timur, Bali, Nusa Tenggara Timur,
Nusa Tenggara Barat, Kalimantan, Sulawesi, Maluku and qarylalr,
B.
WHEREAS, for the purpose referred to in RECITAL A absve, the Pafties have entered into a Build-OwnOperate-Transfer Refrigerated LPG Terminal.Agreerneft fated [XXX] ('BOOT Agreement").
C.
WHEREAS, the Seller has been appointeii.by tfre euyer as the winner of the Bidding Option 1 as shown in [the
letter of appointment No. [XXX] OqFU tMEl i{rsued by the Buyer to the Seller to exclusively supply and sell
LPG to the Buyer.
D.
WHEREAS, the Seller agrees to. supply 6nd sell and the Buyer agrees to nominate, receive, purchase and pay
for the LPG in accordance with the lerms and conditions in this Agreement.
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NOW, THEREFORE, in,coh,$ideratibn of the premises and mutual covenants and agreements of the Parties herein
contained, the Partieq helpto1bre'igreed as follows:
ARTICLE
DEFINITIONS
1.1.
Eefinitions
1.1.1
ln this Agreement, the following expressions have the following meanings:
Agreemani
Dite
AtD
Code: RFP-001 /T00300S/201 6-53
mejns tne date stipulated in the beginning of this Agreement.

-
meanJ ACCepteO-t-oaOing Daie, a specif iC date with a range

of two (2) Days which has been agreed for loading LPG at the
21 October 2016
l.
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East Java LPG

Terminal Prolect

PERTAMINA
Buyer's Facilities, as siiputiteo in the Supply Reioiness

Statement.
means for each Contract Year during the LPG Supply Term,
the quantity of LPG with at least 2,000,000MT plus/minus
Annual Quantity
operational tolerance.
a supply plan of LPG for one (1 ) Contract Year

provided by the Buyer to the Seller as stipulated in Article 4.1
Annual Supply Plan
means
Arbitration Law
has the meaning set out in Article 21.2.1 hereof
B/L
lading, a documenil ifl.iled oy the Seller

approved by the master of the ..Ves$el, slating the Seller has
delivered and the master oflthe flbssel has received, the
LPG, at the Delivery Poin& an ,l;PG quantity based on the
Seller's Metering DeviceliQrialitlr Specifications and date of
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means bill
of
loading (since Disconnection of Hoses).

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Base Price
means the amo8nt f Slope multiplied by CP Aramco.
Berth
meani the mooring, docf, anchorage, wharf, submarine line,

sinUle*i'oint pi single buoy or single berth mooring facility,
ofsnciiib,-pdhtion, otfshore facility, alongside barges, lighters
-:,''""ilq{ ahy other mooring facility nominated by the Seller.

BOOT
Agreement
BOOT or
Build.Own-
operate'rran"rdr,,,
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nab the meaning set out in RECITAL B hereof.
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means a form of prolect development in which the Seller will
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of the BOOT Agreement.
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means any Day excluding Saturday, Sunday and any Day in

lndonesia which is a public holiday or a Day on which banking
institutions in lndonesia are permitted to be closed.
'Y"
mean the hydrocarbon compound in the methane series

designated with the symbol C4H10, being refrigerated and
having a composition in accordance with the Quality
Butane
Specilication for Butane as specified in Appendix A hereto.
means the Mode of Transport designated by the Buyer lor

receiving the delivery of LPG from the Terminal.
Buyer's Facilities
Commencement of
Code: RFP-001 /T003005/201 6-53

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Loading
means the time and date for commencement of loading as

recorded on the time sheeV statement(s) of facts issued by
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PERTAMINA

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East Java LPG

Terminal Project
or,
in the
absence
of such
documenUstatement, the time when LPG first passes the

permanent manifold flange of the Buyer's Facilities upon
loading of LPG.
Commissioning
has the meaning set out in the BOOT Agreement..
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nis ine mdaning set out
Comptetion of Loioing
means
in the BOOT Agreement.
the time and date as
recorded
ofl the time
sheeUstatement(s) of facts issued by the Terminal or, in the
absence
of such a documenv staternent, the time of
the
Disconnection of Hoses from the Buyer's Facilities once the

loading operation has ended.
means:
.
.
for the first Contract Year, the period commencing on

the Commercial Operation Date and finishing on the
following th'e'31st Day of December; and
fer eaeh subsequent Contract Year other than the last

Contract.,,,,Year, the twelve (12) month period
oommeficing on the I"t Day of January and finishing on
the 31st Dav of December.
Cp aramco
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Day
means any day including a Business Day, consistingot a24-
, hours continuous period without interruption beginning
at
00:00 WIST and ending at 23:59 WIST on the same day.

means the agreed period of time, as stipulated in the Supply
Readiness Statement, during which the Seller must supply
LPG 1o the Buyer and during which the Buyer's Facilities must
arrive at the Terminal ready to take the LPG supply.
Delivery Quantity
Delivery
Shortfall
Code : RFP-001 /T003005/201 6-53
means ine place where ownership, responsibility and risk of

LPG is transferred from the Seller to the Buyer, at the intake
manifold of the Buyer's Facilities where LPG is loaded from
the Terminal or any other delivery point as may be designated
by the Buyer from time to time.
means actual cumulative LPG quantity taken by the Buyer at
Buyer's Facilities over each Contract Year.
nas tne meaning set out in Article 4.3.1 hereof.
21 October 2016
,e
PERTAI,IINA
East Java LPG

Terminal Project

means any charges or additional cost (including but not

limited to any deviation cost of a voyage and loss) if actual
loading time is longer than agreed Laytime has the meaning
Demurrage
set out in Afiicle 9.2.1 hereof.
means the final disconnection of the loading/discharging

hose(s) or arm(s) from the Buyer's Facilities upon,.the,,
DisConnection of Hoses
Completion of Loading.
Dispute
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has the meaning sel out in Article 19 hereol.
Force Maieure Event

Government
IDR or Rupiah
JIBOR
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the average rate of one (1) month JIBOR offered when

the payment due as shown on the Bank lndonesia
website (www.bi.go.id) as at 10:00 a.m. WIST; or
if at or about such time on the relevant Day no such rate
appears on the Bank lndonesia website, then the rate to
be applied shall be the rate on the previous Business
Day as available on the Bank lndonesia website.
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, liytime
means the time allowed
for LPG lifting by the
according to Appendix B hereof
Legal Requirements
Code : RFP-001 /T003003/201 6-53
Vessel
all laws, statutes, orders, decrees, injunctions,

licenses, permits, approvals, agreements and regulations and
any injunction or final non-appealable judgment directly
applicable to the relevant Party, of any Government Agency
having jurisdiction over the matter in question.
means
21 October 2016
Page 6 oI LPG Supply Agreement
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East Java LPG

PERTAMINA
Terminal Project
LPG
means Liquified Petroleum Gas which conform with the

Quality Specification and is to be sold by the Seller to the
Buyer at the Delivery Point.
leC Monttriy Payment
means the payment for LPG, as specified in RrtiCte tz.t

hereto, taken by the Buyer pursuant to this Agreement and
payable by the Buyer each Month.
LeG suppty ferm
means a period commencing from the Commerciil Operation

Date of the Terminal up to the 10th anniversary of the
Commercial Operation Date or up to when the Make-up
Quantity balance become zeto plus/minus. operational
tolerance, whichever is longer.
Mire-up Ouintitv
means tor eacn Contraci Vear,
Minimum Annual
Anicb 5.1.2 hereof.
duiniity
a,ffitity
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ot Leo pursuant to
",.
hrs ihe meaning seiout in"hrriete'5.t .g nereot.
Payment
means the ag1ega1e. amount of Base Price commencing
from Jarruarf; oJ'1fi.9 relevant Contract Year of the Make-up
Minimum Annual Quantity

Price
Quar$ftVr.r.ltil the,il4onth of loading of the Make-up Quantity.
Minimum Annual
Quantity
means for each Contract Year, a measured quantity of LPG

that is taken by Buyer equal to the Annual Quantity less the
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Minutes of LPG
Delivery
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as mentioned in Articre 5 1 1 a
means a minute agreed and signed by the Parties for the

Delivery Quantity of LPG which is delivered by the Seller to
the Buyer in every batch other than delivery by the Vessel.
Quantity
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itud8t'si
ta;;ta'i
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means any conveyance used for the transport of LPG such

as, but not limited to, the Vessel or a skid tank/truck.
iri
Month
means the period beginning at 00:00 WIST on the first Day of

a Gregorian calendar month and ending at 23:59 WIST on the
last Day of such calendar month.
Monthly Litting Nomination
has the meaning set out Article 10.'l hereof
MT
means metric ton,
unit of weight equivalent
to
1 ,OOO
kilograms or 2,204.62 pounds mass in air condition.
Code : RFP-001 ff00300S/201 6-53
21 October 2016
l,
,5
East Java LPG

Terminal Project

PERTAMINA
NOR
means Notice of neiOiness, a written notice from the master

of the Vessel to the Seller (represented by the Terminal) that
the Vessel is ready to receive the LPG.
Off-take Shonfdl
has the meaning set out in Article 4.3.2 hereof
Over Lifting Quantity
means for ani Montfr during the Contract Year, a m6asgied

quantity of LPG that is taken by the Buyer in excess of the
nominated quantity pursuant to Article 4.2 hereof:,, ..., , . i
Person
means an individual, corporation, company, partnership, firm,

trustee, trust, executor, administrator or othiir legal personal
representative, unincorporated assodAlion, joint venture,

syndicate or other business entqrprisd, ''any governmental,
or
or
regulatory i:auttroiity
agency
(notwithstanding that "person" may be sometimes used herein
in conjunction with some of such words), and their respective
administrative
successors, legal persohal rspresentatives and assigns, as
the case may b6;irand fionouns shall have a

r':.;o
extended meaniqgr'
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similarly
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means tntiniXiigbftibd LPG which has been heated and
Pressurized LPG
mixed'in 6 fii$'composition of Propane and Butane
d"lffilItfi
Propane
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time to t me bv
lhe
.. rr'r':i,;trle$ thb hydrocarbon compound in the methane series
,rdepignated with the symbol C3H8, being refrigerated and
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flaVing
composition
in
accordance with
the
Quality
means the delivery pressure, tem[eiiture, quality and other
Quality Specif ications
specifications as set out in Appendix A hereof
Reasonable Eflorts
means for any action required to be made, attempted or taken

by a Party under this Agreement, the efforts that a prudent
Person would undertake to protect its own interests, including
commercial interests, taking into account the conditions
affecting such action, including the amount of notice to act,

recognition of the need to act, the duration and type of the
action, the competitive environment in which such action
occurs, and the projected benefit, cost and risk to the Pafiy
required to take such action.
ii:,
li lit
as
Buver'
Recapitulation of Minutes
LPG
Delivery
of
the Parties
to
the Buyer
Delivery
from
the
Seller
stipulating the
Quantity
for one (1 ) Month, as recorded in Minutes of LPG Delivery
means
minute approved and signed by
and B/L.
Code : RFP-001 /T00300Si201 6-53
21 October 2016
,rs
PERTAMINA
East Java LPG

Terminal Project

means refrigerated Propane or refrigerated Butane, with the

Quality Specification as stipulated in Appendix A hereof,
Refrigerated LPG
supplied by the Seller to the Buyer.
Required
Commercial
has the meaning set out in the BOOT Agreement.

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Operation Date
Sinciioneo Countiies
means countries having economics
or trade
sanctions,
embargo or restrictive measures administered, enacbd or

enforced by OFAC, the US Department of State, the United
Nations Security Council, the European Union or its member
states.
Sinctions
means the economic or trads sanctions, embargoes or

restrictive measures administered, enacted or enforced by
OFAC, the US Department of State, the United Nations
Security Council, the European Union or its member states.
Seller's Metering Device
means any metering,,devices for LPG delivery owned by the

Seller in the Terminal, pursuant to Article 11 hereof .
in Article 12.1 .1 hereof
SdP
Suppiy
Statemenl
"
Terminal
:
Nomination at the Delivery Point, which stipulates the quantity

LPG available, schedules and readiness of Terminal
including but not limited to jetty availability, mooring facility
readiness, loading arm/hose, etc.
of
means all and any part of the Terminai to be built, owned and
operated by the Seller as per the BOOT Agreement and
f
,it
urther def ined in Appendix C hereof
,.USD
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United States of America.
VAT
means any and all taxes levied, imposed or assessed by the
Government Agency pursuant
to Law No. 8 of
1983
concerning Value Added Tax, as lastly amended by Law No.

42 ol 2009, or pursuant to any other law which may from time
to time be promulgated in replacement of or in addition to that
law and, !n respect of any such addition, relates to any tax
Code : RFP-001 /T00300S/201 6-53
21 October 2016
l.
PERTAfrlINA
,S
East Java LPG

Terminal Project

wnicfr is inaiogors to ihe taxes imposed, levied or assessed

under such law.
1.2.
Vesset
means any mode of sea-transporllbr LPG delivery nominated

by the Buyer.
WIST
means Western lndonesia Standard Time.
lnterpretation
1.2.1
The Parties agree that:

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Any reference herein to any Article or Appendix is to such tflrtiolb ot or Appendix to this
Agreement unless the conte)d requires otherwise. The Appen{iceivito this Agreement shall
be deemed to form an integral and inseparable part of thisAgreement;
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b.
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References to any Pafi shall, where the context pdi6.itt, iitctuOe such Party's successors,
legal representatives, s u bco ntracto rs a nd pernli$gd
ees ;
Q.s$gn
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The headings are inserted for convenien-ce1'.or,rl);hnd shall not affect the interpretation of this
c.
Agreement;
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Unless the context requires othB,.r,,wi'se,-w6rds importing the singular include the plural and
vice versa, and references to a giiqdei( whether male or female, shall be deemed to equally
be a reference to the othergender"'"''
e.
The words "hereirf,i.i'hereof'l;j"hereunder" and "hereto", and words of similar import, when
used in this ftlreentbnt, shall refer to this Agreement as a whole and not to any particular
provision_of this Agieement;
f.
The expressiqn,,,,rdirectly or indirectly" means directly or indirectly, through one or more

intermediary."Pbrsons, or through contractual or other legal arrangements, and "direct or
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,.",,ffiirect" has a correlative meaning;

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,g:,, 'ilny'eference to a statute,
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law, by-law, regulation, rule, directive, delegated legislation or
'::,syijey is to the same as amended, modified or replaced from time to time and to any by-law,
'ir. . riregulation, rule, directive, delegated legislation or order made thereunder;

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Any reference to any agreement, deed, instrument, license, code or other document of any
description shall be construed at the particular time as a reference to that agreement, deed,
instrument, license, code or other document as the same may then have been amended,
varied, supplemented, modified, suspended or novated;
i.
The expression "Day" or "month" means any Day or month from the first Day to the last Day
of such month in the Gregorian calendar;
Code : RFP-001 /T003005/201 6-53
21 October 2016
Is
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East Java LPG

PERTATIIINA
Terminal Prolect
Where there is any inconsistency between the definitions set out in this Article and the
definitions set out in any Article or Appendix, then for the purposes of construing such Article
or Appendix, the definitions set out in such Article or Appendix shall prevail; and
k.
For the purpose of this Agreement, rounding shall be done as written below:
i.
.',,,.
LPG Monthly Payment shall be two (2) decimal places behind the point in lDRlMT.
The arithmetic rules of rounding shall be if the third decimal places behind the point
is five (5) or greater than five (5), then the second decimal places behriid.t$ point
shall be rounded up to the next digit, and if the third decimal places behltd the point
is less than five (5), then the second decimal places behind'the point shall be
unchanged;
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iii.
Slope shall be three (3) decimal places behind the pointi and
iv.
CP Aramco shall be three (3) decimal places behlnd the point in USD/MT.
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ARTICLE
SCOPE OF AGREEMENT
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Purpose and Objective
2.1.
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ii.
LPG quantity shall be two (2) decimal places behind the p::int,in MT;
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The purpose of this Agreement is to establish the,ieqpgciive rights and obligations of the Parties concerning
the exclusive long{erm supply ol LP.,,Snto thd Buyer by the Seller. Subject to the provisions ot this
Agreement, the Seller agrees to supp$ an$$&fl and the Buyer agrees to nominate, receive, purchase and
pay, the LPG.
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2.2.
Main
ti',,
obligation
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2.2.1
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The Seller s.frall mdke available at the Delivery Point, and the Buyer shall nominate, receive,
purchase ahiJ,pay, theAnnual Quantity based on the Annual Supply Plan in accordance with and
subjeqtto-ihe piotiisions of this Agreement.
'rri"' " '';r'
2.2.2.
2.2.3:
1t
.f,,i.fe
Oe,*ptn"ll not supply and deliver
LPG from the Terminal to any third party.
Th&supply of LPG under this Agreement shall be based on "Supplier Held lnventory" where
management of the LPG will remain the responsibility of the Seller when the LPG is
:,r.' 'li,;,.,1,:rownership and
,:r':'
,.,:
i;
".:,still at the Terminal.
,22.4.
The Seller shall be responsible for:
a.
procuring and purchasing LPG from third party LPG suppliers from countries that are not
Sanctioned Countries and bringing the LPG to the Republic of lndonesia until the LPG
entitlement is transferred to the Seller at the Terminal;
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PERTAMINA
East Java LPG

Terminal Project

b.
ensuring the completion of all importing arrangements, documentation and administration

required to import LPG to the Terminal, such as but not limited to managing the LPG import
permits, custom clearance supply to the relevant Government Agency and including any
associated working capital in relation to imports of LPG up to the Delivery Point;
c.
securing and saleguarding the LPG in the Terminal up to the Delivery
Point;
.,,,i,,,,,,".:,,..
':'
:,:i.'"
..
d.
providing for all relevant insurance coverages for the LPG until it is delivered to ths.SuyeX at
the Delivery Point; and
e.
other operating activities that may be necessary to deliver and maintain the LPG up to the
Delivery Point.
2.3.
Sources of LPG
2.3.1
The Seller shall procure sufficient quantities of LPG from the third party LPG suppliers to discharge
the Seller's supply obligations under this Agreement.
i'f
2.3.2.
''
''i:r'''i
The Seller shall ensure that the sources of Refrigeriited LPGiare from safe loading ports outside
the territory of the Republic of lndonesia and dopC"irpl''iiftblude sources from any Sanctioned
Countries.
ii.,,,,,,;t,''
,1;t*j'13; ,1g;/3
2.4.
Transportation of LPG
r!,i;r.'!
'i*,.,,i'
rj,
'1:r,,rl.+lr
The Seller shall transport, or cause to be transp6"ii$d,,!.FG trom the Terminal to the Buyer's Facilities.
]
3.1.
ARTICLE 3
THE TERM
The Term
3.1
.1.
Except fgt''ttie provisbns of Article 1, Article 3, Article 19, Article 20, Article 21, and Article 23
hereof,.nbneioiithe'Parties are bound by this Agreement until the Commercial Operation Date of
the Terminal.
3.1
.2.
r.This'dgreement
''-r'.,
,r,,.'
.,i,,
3.1..3.r,,, lf the Buyer wishes to seek an extension, it shall notify the other Party no later than twelve (12)
t .. ..,,,
,. ,t,
'.
,,
'r
3.2.
shall enter into lull force and effect from the Agreement Date and shall continue in
full,for& and etfect until the expiry of the LPG Supply Term.
provided that the maximum extension period shall not be longer than the current term of the BOOT
Agreement. Subject to (i) the review of the Buyer on the performance of the Seller; and (ii) terms
and conditions as determined by the Buyer, the LPG Supply Term may be extended by agreement
Commencement of Delivery
3.2.1
The delivery of LPG shall commence on the Commercial Operation Date.
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3.2.2.
East Java LPG

PERTAMINA
Terminal Project
The Seller shall notify the Buyer in writing of potential delays of the Commercial Operation Date at
the latest three (3) Months prior to the Required Commercial Operation Date.
3.2.3. ln the event the Seller fails
to notify the Buyer in accordance with Article 3.2.2 above and the
Commercial Operation Date is delayed, the Seller shall reimburse the Buyer for all direet.costs
incurred by the Buyer due to such delay. Further, the Buyer shall have a right, at its option;,to
either:
3.2.4.
a.
procure altenative LPG cargoes independently,
b.
in the event the Seller has procured the LPG before the Commercial Operation Date, the
Buyer may take such LPG at no charge and request the Seller to mafg available alternative
storage facilities to ensure continuity of LPG supply until the Comm6roial Operation Date is
reached, and the Seller shall bear all costs associated with such alternative LPG cargoes,
temporary storage, transportation and any related activitlei. ff the temporary atternative
storage is in the form of "ship to ship" transfer, the delivery procedure will be governed in the
SOP as stipulated in Article 8 hereof. Such LPG quantity shall not be deemed the Annual
Quantity for the firsl Contract Year.
.,:'
or
'' i,'
...' :
.,,
''
For the first lifting, the Buyer shall provide a lifting nomination for the Month of the Required
Commercial Operation Date no later than fifteqt (1"9) Eays after the Commissioning. The next lifting
after the Commercial Operation Date wjlf be conducted in accordance with Article 10 hereof.
,i,.AnTrcEE 4
r:, QU#frWlTY
-"
::i
4.1
il..
Annual Quantity
,,
. ,.
".
,,
,1,1,
4.1 .1
During the LPG Suoply Teirn, the Seller shall make available to the Buyer and the Buyer shall
receive, and purchase, the Annual Quantity for each Contract Year as stipulated in the Annual
Supply Plan ds in accordance with this Agreement.
4.1
.2.
,,,
4.2:.
Over
4:2.1
t ii rl'
For the semnd, Oontract Year onwards, during the LPG Supply Term, the Buyer will provide the
Annuelypply Plan to the Seller at the latest in July of the current Contract Year for the Annual
QUlntlty for the following Contract Year.
-Lifting
The Buyer may request an Over Lifting Quantity from the Seller in accordance with Article 10
Quantity.
4.2.2.
lf the Seller makes available a quantity of LPG in excess of the nominated LPG quantity, the Buyer
may, but shall not be obligated to, take all or any portion of the quantity of LPG that is in excess of
the total requested LPG quantity during its delivery schedule.
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4.3
East Java LPG

Terminal Project

PERTAMINA
Shortfall
4.3.1.
DeliveryShortfall
a.
A "Delivery Shodfall" shall occur in the event that the Seller encounters or
rq.Ssqnably
expects to encounter difficulties that may result in a delay in delivering, or a failure to deliver,
for reasons other than Force Majeure Event, the nominated quantity ot l-,PG Wilhiq,its
delivery schedule to the Buyer on the Delivery Date Range for a cargo'oIrLffG.'rWhich
conforms in respect of Quality Specification and/or quantity and/or,!i*ne andlor dace of
delivery as nominated under this Agreement, or in the event that the':SJlt6r laih to tender
delivery to the Buyer in accordance with the relevant
nomination. ,,
b.
The Seller may make LPG available to the Buyer from sourcesl'othdi.,.than the Terminal to
anticipate the Delivery Shortfall of LPG available for supplii"frOnr'the Terminal and all
associated cost thereof shall be solely borne by the Sellel incltlding but not limited to any
differential prices. ln these circumstances, the Sel-ler sh6ll'l,.t4.Fe reasonable endeavours to
supply LPG from a single source or from sources tti*$,n&e'the same Quality Specification,
so that the quality specification of LPG supplied by the Seller from any such alternative
sources remains reasonably constant and
a.S
.
c.
'
apprnved by the Buyer.
;i:/i ::
.!..
lf a Delivery Shortfall occurs in regpeo.t!'6[llqny'cargo of LPG, the Parties shall follow these
procedures:
i.
The Seller shall promptly
""r,,'1";
"'
ri&$l{y,,,,tlie
ii'
Buyer at the latest thirty (30) Days before ALD;
,,::;,.);. .,,iril'r;'r
ii.
After receiving' the rrotiiication from the Seller, the Parties shall use Reasonable
Efforts to resctiedule the delivery of such quantity:
(a)
"r
lf th Parties agree on the new schedule where the price of cargo is higher
:,
i ''"Ih)
,,,,,, ,
',. ,''
,,,,,
'', ,'lr, ,
',r, ''
,,t'.,,,,,u'
,
(c)
d.
1,he-
original ALD, then the lower price shall be applied; or
ji'witnin three (3) Days from the notification date, the Seller and the Buyer
do
not agree on the new schedule for the delivery of the LPG quantity, then the
Buyer, in order to guarantee security of supply, shall have the right to buy
another cargo from other seller(s) or lake other alternatives, which the Seller
shall have no right to contest or refuse. The Seller shall reimburse the Buyer
forthedifferential pricebetweentheactual priceandtheagreedprice(if higher
than the agreed price) for the whole replacement cargo(-es) bought from other
party(-ies).
the Seller shall reimburse the Buyer for all direct and reasonable costs incurred
by the Buyer due to such Delivery Shortfall by providing evidence in detail to
support the Buyer's claim for reimbursement of such costs.
Without prejudice to Article 20, the Seller's due payment in accordance with Article 4.3.1 .c
shall be the Buyer's sole and exclusive remedy in damages due to the Delivery Shortfall.
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21 October 2016
4.3.2.

PERTAMINA
,N
East Java LPG
Terminal Project
Off{ake Shortfalls
a.
An "Off-take Shortfall" shall occur in the event that the Buyer fails to take delivery of LPG in
the Delivery Date Range for reasons other than a Force Majeure Event of a cargo of LPG
whtch conforms in respect of Quality Specification and/or quantity and/or time of off-take as
nominated under this Agreement.
.:.
,,
lf the Buyer encounters or reasonably expects to encounter difficulties that n1ay result in a
delay in taking, or a failure to take, the Nominated Quantity of LPG within 'rts {elivery
schedule, then the Buyer shall promptly notify the Seller. The Parties shall use leasonable
Efforts to reschedule such quantity. lf within three (3) Days from the notification date, the
Parties do not agree on the new schedule on delivery of the LPG quantity, then the Buyer
shall reimburse the Seller for all direct and reasonable costs due to such Off-take Shortfall
by providing evidence in detail to support the Selle/s claim for reimburssment of such costs.
For the avoidance of doubt, the reimbursements are only associated with the storage cost
for the LPG but not for the LPG inventory itself .
,
Without prejudice to Article 20, the Buyer's due payment in accordance with Article 4.3.2.b
shall be the Seller's sole and exclusive remedy in damages or otherwise for the Buyer's
failure to take the Off{ake Shortfall.
rii
,1;],,
ARTICLE 5
MINIMUM ANNUAL OUANNTY OBLIGATION
Minimum Annual
5.1
5.1.1
Quantity
;t: .
,'tll,'"i'1;;''
ln each Contract Year, the'Egjibl pFal}ia) purchase and pay for, or (b) if not take pay for, a quantity
of LPG equal to the Annual Quantity, less:
t:,.r,..
a.
any quantity of LPG ,not delivered during that Contract Year by the Seller by reason of a
breach of this Agreement by the Seller; and/or
b.
any'quantity of LPG not delivered during that Contract Year by the Seller by reason of a
,:.
';ForCii:Majeure Event affecting the Seller; and/or

;li.
',ii
''':ll
.,9ir,'ii'i,: 4Ry quantity of LPG not taken by the Buyer in that Contract Year by reason of a Force
t:,' .'.:i
.
'
''.,:'
"-"5.1
.2.
Majeure Event affecting the Buyer.
The Annual Quantity less the aggregate of the above LPG quantity, as mentioned in Article 5.1.1.a
and/or5. 1.1.bancUor5.1.1.c(if any),shall betheMinimumAnnual Quantity.
lf in any Contract Year the total quantity of LPG taken by the Buyer, after the last lifting of such
Contract Year, is less than the Minimum Annual Quantity for that Contract Year, the difference
between the Delivery Quantity and the Minimum Annual Quantity shall form a "Make-up Quantitf'
which will be recorded in a minutes signed by the Parties ("Minutes of the Minimum Annual
Quantity Reconciliation").
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East Java LPG

Terminal Project

PERTAiAINA
5.1
.3.
The Buyer must pay to the Seller an amount equal to Minimum Annual Quantity Price multiplied by
the Make-up Quantity.
5.1
.4.
After the Parties agreed on the Minutes of the Minimum Annual Quantity Reconciliation, the Seller
shall issue an invoice to the Buyer on the next following l Oth Day of the Month together with the
Minutes of the Minimum Annual Quantity Reconciliation as the supporting docupeqts in
accordance with Article 13
Make-up
5.2.1
hereof.
',.,,,"."1,,'
1'r
Rights
,r'ri:ii
"rr'r1t,.'.."r1
"';':"
Pursuant to Article 5,1 above, in the subsequent Contract Year and and after,$d"is,Quance of the
Minutes of the Minimum Annual Quantity Reconciliation, the Buyer has the right'to".request from the
Seller in writing the scheduling and delivery of the Make-up Quantity in.6eq.prdance with Article 10
hereof.
5.2.2. lf in respect of any Make-up
Quantity made availabte tor delViiV,it tne Delivery Point if the

Minimum Annual Quantity Price in the Month of loading in.nrhich tfte,:$ake-up Quantity payment is:
a.
greater than the Minimum Annual Ouantity Pricb paid i

Quantity, the Buyer must pay to the Seller
Make-up Quantity payment and Minimum
to the Make-up Quantity made available
of the applicable Make-up

to the difference between the
Price multiplied by an amount equal
'dt Delivery Point to the Buyer; or
Quantity, the Seller must credit the{ti6xt,ihvoice to the Buyer in respect of an amount equal to
the difference between
the'i'Makee-up
multiplied by an amount
eqLadii',,to
Ouantity payment or Minimum Annual Quantity Price
the Make-up Ouantity made available for delivery at the
Delivery Point to the Buyer.
AND QUALITY OF LPG

6.1.
.
Quality Specificatlon$,,.
.;:l:.t.,
;,.
,,
..1
"'
:rr
All LPG that S,qller rriakes available to Buyer at the Delivery Point shall conform to the Quality Specifications
as set forth in Appendix A hereof and shall at all times be in accordance with Legal Requirements, including
but not limitedrto'Decree of Directorate General of Oil and Gas No. 26525K|101DJM.T/2009 dated 31
Oece*nbei::AOqg,'and letter from Directorate General of Oil and Gas No. 5493/18/DJM.Tl2O14 dated 9 May
2014 F.r'PT Pertamina (Persero) regarding Penambahan Penggunaan Alternatil Metode Penguiian LPG
'(AQditional Use of Alternative Methods ot LPG Testing), as it may be amended from time to time.
6.2.
Nqlification
6.2.1
6.2.2.
The Seller shall provide the certificate of LPG quality analysis issued by a cedified laboratorium
acceptable to the Buyer, at the Seller's expense, for the LPG to be delivered to the Buyer.
The LPG quality analysis shall be witnessed by the Parties and/or their representatives.
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,6
6.2.3.
East Java LPG

Terminal Project

LPG Suppty Agreement
PERTA'IIINA
The Buyer may perform periodical reviews and audits on the process of LPG quality assurance,
which procedure shall be f urther described in the SOP.
6.3.
Off-Spec LPG
6.3.1.
The Buyer, at its sole discretion, may reject the LPG which is made available for delivery al the
Delivery Point but which does not conform to the Quality Specifications as stipulated in Apoe.ndiX'A
hereof.
6.3.2.
lf after the arrival of the Buyer's Facilities at the Terminal, the Buyer finds that lhe LPG quality
analysis result, as stipulated in Article 6.2, does not comply with Article 6.1, the Buyer has the right
to claim for the deviation cost of a voyage which shall be reasonably calculated based on charter
hire and bunker price.
ARTICLE 7
MODE OF TRANSPORT NOMINATION
7.1
Vessel Nomination Procedure

7.1 .1
The Buyer shall notify the Seller by fax or e-mail nor,ldteir than seven (7) Days before the Vessel
arrives according to the Supply Readinqps $tatflrneht'the schedule of LPG delivery ("Vessel
Nomination"), which stipulates, as folloW$i
a.
,,,
't,,,,,t',,
i*,,,,,'
fi,,:
The Vessel specification,.,includ"iiig*,[{eme, size, destination of the Vessel, and
other
information as may reas,g-iidbly, be''iequired by the Terminal;

,,1
b. ALD;
c.
d.
7.1
.2.
-',:r:";',,
\,t,
Type/composition 6f.'LPG; and

'',
,
."' ''
Quanlity of LPG:whicn can be loaded by the Vessel.
..
,,],
ln case,al, inf'chtinge in the Vessel Nomination, the Buyer shall notify such changes to the Seller
O) Eays before the Vessel arrives, unless the change is beyond controlthe Buyer.
:-t,l;;|""
7.1.3. i.iri:,Illg Sdller shall implement the necessary arrangements, including but not limited to, preparation of
the T,Er,minal readiness to accept the nominated Vessel on the agreed date and provide the Buyer
,,,,,'"
'i:..,,:ihn
acceptance confirmation of the Vessel Nomination or re-nomination by lax or e-mail no later
-..,
''r',ihan one (1 Day after the Seller receives such nomination.
.,,,,
)
,,.r
,,,
' :"
'\ ',':'7.l-4.
7.2.
TheVessel shall beacceptedandloadedattheBerthandshall beallowedtoleavetheBerthat

any time including a Sunday and holiday.
Mode of Transport Nomination Procedures

lf necessary, detailed nomination procedures of the Mode of Transport shall be further stipulated in the SOP.
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October 2016
L
,S
East Java LPG

Terminal Project

PERTAMINA
ARTICLE 8
DELIVERY, TITLE AND RISK
8.1
Delivery of LPG
8.'l .l
Delivery of LPG hereunder shall be in bulk to the Buyer's Facilities. For Vessel delivery, thqBuyer
shall nominate the LPG quantity on a free on board (FOB) basis in line with the Bgmir,iatipn
procedure under this
.2.
8.1
Agreement.
i11,,;,,,.
.r,,,
The Seller shall make LPG available for supply to the Buyer and the Buyer shalldake the quantity of
LPG with plus/minus operational tolerance as measured by the Seller's Metdfirlg'De,viee on each
lifting, which will be further described in the SOP.
,11,'''1t,';,. :ii
8.1
.3.
Each Party shall ensure complete necessary documentation for the ddlivd'ryiand loading of LPG.
Any delays in delivering LPG caused by a Party's failure to providg t\p dooirments necessary for
the delivery or loading of LPG will be for such Party's account. ".i,r';l..,
8.1
.4.
The Parties shall determine soP for LPG delivery which'Wll fu'r"signed by the Parties or each
designated representative no later than three (3) Moghs prior to the Commissioning Period and
shall contain at least the
following:
i;i.r ii ,.'
"
.,,.
a.
Scheduling and procedure for the.delivbry of tFG, including but not limited to, scheduled
maintenance and related delivery,documentation
b.
Sampling method of
LPG;
c.
Analysis of LPG speciflcatiad:'h
d.
Measuremento{.LPG:QuanIity;
e.
Notif
t,
--,,,",,;;,.,';',;...,,
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.,,:ll,,.1,
icatioriBroceddib.
This SOP..p'lizill he an. iiltegral and inseparable part of this Agreement and shall bind the Parlies.
8.1
.5.
i::ril:i"'
lf thri,SOF,.ars,,t'rot yet decided by the Parties, then the Parties agree to use and
implement
csmmon, stdlndard procedures from the Buyer, and the Parties shall still perform each Party's
accordance with this Agreement until the SOP are made.
,,,,,o,.Q!lrdrii5in
8.2.
Titharrd Risk
,r:'
.
:,,:,
'Title to, and custody of LPG delivered under this Agreement shall pass from the Seller to the Buyer
at the Delivery Point.
8.2.2.
The risk ol loss for all quantities of LPG to be delivered in accordance with this Agreement shall
pass from the Seller to the Buyer at the Delivery Point. The Seller shall be responsible for any
.,8;2.1
damage or injury caused by LPG until it has been delivered to the Buyer at the Delivery Point, and
the Buyer shall be responsible for any damage or injury caused by LPG on and after it has been
delivered to the Buyer at the Delivery Point.
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8.2.3.

PERTAMINA
East Java LPG

Terminal Project
The Seller shall indemnify, defend and hold the Buyer harmless from and against all losses or
damages arising from claims, demands, or causes of action by any Person relating to LPG prior to
delivery at the Delivery Point.
8.2.4.
All cost incurred before the transfer of title to the LPG, pursuant to Article 8.2 hereof , shall be borne
rl:'ri'
by the Seller.
'j;,t
ARTICLE 9
LAYTIME, CLAIMS AND SURVEYOR
.:lit
9.1.
:,
' ,:,,.
lli'-tili 'ql
Laytime
9.1.1.
The allowed Laytime for the Commencement of Loading of the LPG shall be As per Appendix B of
this
9.1.2.
Agreemen,.
,,,r'
Subject to the provision under Article 9.'l .4 below and other provisions of.this Agreement:
a.
b.
Laytime shall commence six (6) hours after the NOR is tendered or when Vessel is all fast,
whichever is earlier provided the Vessel tenders tfp NQR within the agreed laycan.
.,1
''
tl'l
1"'
lf the Vessel tenders the NOR prior to the first,.dat of the laycan, Laytime shall commence at
Vessel is all fast, whichever is sooner.
06:00 hours on the first day of the
l?ycanlol.,$"e,,,!"the
c.
'"lit' ;'l'
lt'"'1,,f
ll the Vessel tenders after the laSl"dFV of ,[he laycan, Laytime shall commence when twentyfour (24) hours after the NOR is tendered or the Vessel is all fast, whichever is earlier.
9.1.3.
The Laytime shall cease uponithe EiScbnnection of Hoses.
9.1.4.
Any time spent or consumedlby
ihii'V""."f shall not count as Laytime or as Demurrage (where the

if arising out of or in connection with any of the following
Vessel is already on Ddmprrage),

situations:
a.
'r.
on ifiwai(,paqpage (as well as moving from anchorage) including awaiting pilot, tugs,
daylight or tide, free pratique, until the Vessel is securely moored at the Berth;
b,,"""'1.[ittopgding on inward passage from the anchorage until the arrival of the Vessel at the
Berth; or
. l
:li
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"''
breakdown of the Vessel causing delay or inability for or restrictions on loading operations.
i:'
9'2' '' 'Glaim

,i' ,; ,
'
' ' 9.21.
Demurrage
a.
Where the Laytime allowed is exceeded, the Buyer can claim Demurrage from the Seller.
b.
lf Demurrage is incurred, the Demurrage rate shall be defined based on the type of Vessel
used for the shipment in question.
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,E
i.
East Java LPG

Terminal Project

PERTAfrIINA
Chartered Fleet
(a)
For the voyage charter, the Demurrage rate per day will be back to back as per
voyage charter party.
(b)
For the time charter, the daily Demurrage rate = charter hire per day + bunker
consumption at port per
day.
-ir:'i.r.
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,,,.i,,
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1.
Hire
Charter
lf the time charter party mentions a daily rate then the daily ra{d"$vilJb-6,l'Used
as the daily time charter rate.
lf the charter hire in the charter party is a monthly rate th'en the daily charter
rate will be def ined as: (rate per Month x 12) / 36!1,1r.....,, i
2.
ii.
'-.t in,r;t'
Bunker
Bunker quantity shall be as per charterr.,gji$ftiupstionnaire 88/gas form C
and/or other similar documents (arry one oI Vhich is available). The bunker
price used shall be the last stemmed bunknr'price of the Vessel'
consumption
Fleet
.,
Owned
it*
The daily Demunage rate = charter hire per day + bunker consumption at port per day.
(a)
Gharter
,,,,
Hire
..,,"'''
i-
'
Daily charter hire will be ds per monthly average (based on the Month in which
"'i:.I'illl:t
the ALD falls) of Claitssons'LPG department weekly twelve (12) Month
time
charter rate asS$ssmdht i6i tne relevant Vessel type in USD/day.
ll
(b)
,11i
Bunker Gonsumplion
Bunki)r q{iantity shall be as per questionnaire 88/gas form C/charter party

Oocunie$i and/or other similar documents (any one of which is available). The
'b",ynker priee used shall be the last stemmed bunker price of the Vessel.
iii.
.,,
l.
Otftel Flegti
Foi'ihd;third party's Vessel (other than chartered or owned fleet), or for the Vessel which
' thas
no'chartered hire in charter party documents/publication:
':,'',1.....1'
' ,, '(A)
i.,..r,ril
iir
Charter Hire
Daily charter hire will be as per the nearest Vessel's capacity available in the
Clarkson's publication multiplied by the term charter assessment value for such
corresponding Vessel (nearest Vessel capacity available in the Clarkson's
publication).
'',\,
(b)
Bunker Consumption
Bunker quantity shall be as per questionnaire 88/gas form C/charter party

document and/or other similar documents (any one of which is available). The
bunker price used shall be the last stemmed bunker price of the Vessel.
.
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t.
,s
PERTAMINA
East Java LPG

Terminal Pro.ject

Demurrage Claim Procedure
i.
The Seller shall be liable to accomodate the Demurrage claim provided that such claim is
submitted to the Seller in writing by the Buyer within ninety (90) Days after the B/L date
("Demurrage Claim Notice").
ii.
The Seller may counter the Demurrage claim by providing in reasonable detail'the
specific facts of the objection to such claim, which will be verified by the Buyer.
iii.
Original invoice for the Demurrage claim will be sent to the Seller atter borniPirtiei nave
agreed on the Demurrage claim amount.
iv. lf within three (3) Months from the date of the
Demurrage Claim Notice, (i) the Seller

does not respond to such claim; or (ii) the Buyer does not agieerto the counterclaim as
referred to in Article 9.2.1 .c.ii, the Buyer has the right to issue an invoice for the
Demunage claim and the Seller agrees to pay the Demurrage claim amount pursuant to
t , ,,
,
the Demurrage Claim Notice.
',
..
v.
lf the Seller does not make any payment for the Demurrage claim within twenty five (25)
Days from the date of invoice then the,Buye'r, has the right to set-off such payment
against the Buyer's next payment to the Sellei tbr LPG delivery.
9.2.2. Losses
a.
During the LPG Supply Term, the p,uy,g,1ean claim losses from the LPG quantity if the losses
are more than zero pint,Wv0'fiv-e percent (0.251") of the B/L quantity for each LPG delivery.
The calculation of losses shall use the following formula:
EIL-
{SFA,L
:'
Where:
B/L ,j ,,,r : Nurnber of B / L from metering
SFAI .'r, .,Ship Figure After Loading shown on the ullage report
O,BQ i,On Board Quantity shown in ullage report
'it,
b.
..
ri
ffi',$etier shall be liable to
accomodate the losses provided that the claim for losses has
birbn iubmitted to the Seller in writing by the Buyer within ninety (90) Days after the B/L Date.
c.
The Seller may counter the losses claim by providing in reasonable detail the specific facts of
the objection to such claim, which will be verified by the Buyer.
d.
An original invoice lor the losses claimed will be sent to the Seller after both Parties have
agreed on the losses claim amount.
e.
lf within three (3) Months from the date of losses claim notice, (i) the Seller does not respond
to such claim; or (ii) the Buyer does not agree to the counterclaim as referred to in Article
9.2.2.c, the Buyer shall have the right to issue an invoice for the losses claim and the Seller
agrees to pay the losses claim amount pursuant to the losses claim notice.
Code : RFP-OO'| /T003003/201 6-53
21 October 201 6
l'
PERTAMINA
,8
f.
East Java LPG

Terminal Proiect

lf the Seller does not make any payment for the losses claimed within twenty five (25) Days
from the date of invoice then the Buyer shall have the right to set-off such payment against
the Buyer's next payment to the Seller for LPG delivery.
9'3' surve,or
9.3.1
,;it"t,'.
ln certain cases, the Parties shall appoint an independent surveyor to conduct quantitl/.;,sqriipltqg,
and quality test surveys during loading of the LPG in the Terminal. The cost for lhe.inddpendent
surveyor shall be borne equally (50:50) by each Party.
g.3.2.
The surveyor's report for quantity measurement, quality analysis, anO all
delivery shall be final and binding.
10
NOMINATION
ARTICLE
LpG
'' '
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rr
10.1
aiihrffirehted to LPG
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Based on the agreed Annual Supply Plan, the Buyer shall nominatd trre:Oemvery LPG quantity in the written
form of Monthly Lifting Nomination to the Seller no later than th9 tS]h hy of each Month ("Monthly Lifting
Nomination"), which will consist of the LPG nomination for,.,.Sre ibfiiAihing Days in such Month, and the first
Month and the second Month from the current Month, which:roff9ibe revised each Month.
t'/' ii'
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10.2.
The Monthly Lifting Nomination shall indicate a spegtic qu,antity of LPG at a specific date to be lifted by the
Buyer's Facilities nominated by the Buyer. For Pres$urized LPG for truck-loading, the Monthly Lifting
Nomination shall also indicate the specif[q,guanlity''.t daily supply of the Pressurized LPG.
0.3.
The Seller shall provide the Buyer wllh a'ii!s1ionr" to the Monthly Lifting Nomination no later than the 20th
Day of the current Month for th rieti,,laininsDays in such Month, the first Month and the second Month from
the current Month ("Suppty Heqdifl'bss Statement"), and the Supply Readiness Statement shall include a
'I
tentative ALD.
10.4.
'ltil,. r:.'^
The Supply Readineqs Statemnt shall indicate the agreed ALD for the following lifting Month and the
quantity of LPG aVailable..
10.5.
,:,'
il i ''
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.,':'
Related to therSupply Hbadiness Statement for Vessel-loading, the Seller shall coordinate and prepare any
permits fbr ioqdi,ng,lhe LPG and utilizing jetty or dock facilities on the date as per the Supply Readiness
Stat-efflents fUrther described in the SOP.
10.6. , ,Any'ehinge of schedule
for ALD after the issuance of the Supply Readiness Statement by the Seller or the
' Bgyer''shall be mutually agreed by both Parties. The Seller will make an endeavour to accommodate
,,
'rchanges based on the availability of the jetty facilities and the Buyer will make an endeavour to
,,,
' ., l, , atbommodate the change based on availability of the Buyer's Facilities.
i
0.7,
'10.6 above, the Parties will

lf there is an impact on other ALD due to the change of ALD pursuant to Article
revise such lifting schedule/ALD.
Code : RFP-001 /T003005/201 6-S3
2t
October 2016
,r
East Java LPG

Terminal Project

PERTAMINA
ARTICLE 11
SELLEB'S METER!NG DEVICES
11.1.
The Seller's Responsibility to the Seller's Metering Devices

Seller shall, at its own cost, conduct, install, operate and maintain the Selle/s Metering Devices-for.LPG
delivery, and shall periodically calibrate, verify, and if necessary recalibrate the Seller's Metering Devices,
and shall be responsible for operating the Seller's Metering Devices to continuousl! maSure:and record in
accordance with this
11.2.
Agreement.
',
:'::,.
Certification of Seller's Metering Devices

11.2.'l
The Parties agree to use the calibrated and certified Seller's Metering Deviges for calculating the
quantity of LPG delivered from the Terminal to the Delivery
Point. :
11.2.2. All of the Seller's Metering Devices must be calibrated by the Directorate of Metrology and
approved by the Directorate General of Oil and Gas for thecustody,transfer measurement system
or other relevant Government Agency.
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11.3.
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'
ii.
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Recalibration
lf the Buyer, in its sole discretion, argues that the Selleris yelqring Devices do not work properly or indicate
inaccuracy or damage, the Seller shall make a.{calrbraliQr.riwhich procedure shall be further described in
the SOP. During the recalibration of the Seller'S,;,lvBtering Devices, the Parties shall mutually agree on the
replacement of the metering system to be,used, .gltheXrtb use shore tank gauge owned by the Seller which
has been calibrated by the Directoratd'Cit _t{.etiology or the Vessel's gauge, until the completion of the
recalibration of the Seller's Metering Dgvice:ri'''1,
1.4,
--.11':'i"*
tt'r.' 'ii'
Calculation of the Delivery Oueflilyl

' 1.1,,
The quantity of LPG Oetivdiy,shatt be,calculated after the pipeline from the Seller's Metering Devices to the
Delivery Point is pac,[g,f, 'rii -_..rr'
-,i'.;,,,
11.5
Operation
"i
anlilC!,i"-ir,.
1,
of the Seller's Metering Devices
The operatiori and maintenance mechanism for the Seller's Metering Devices, including their calibration or
recalibratidn.prouedure shall be further stipulated in the SOP.
.,,,,,,
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'
PRICE
i,
i'2.t." ''UpC Monthly Payment

12.1
.1.
Formula
The LPG Monthly Payment for LPG delivered by the Seller to the Buyer shall be calculated using
the following formula:
Code : RFP-001 /T00300S/201 6-53
21 October 2016
ls
East Java LPG

Terminal Prolect

PERTA'IIINA
x (slopex cPAranrco)x
LMP. =
-"].
[,r.ntr,Uo'ontityn
t-
MonrrlvQuantitv'-
[*]
Where in this Article, the terms used in the above formula have the following meaning:
LMPN
means LPG Monthly Payment for billing period "n".
Monthly
means LPG quantity as metered in the Delivery polnt
Quantityn
it::r'
"',.
fof:,bil!__ng fi'eriod
,i:ri'
"n".
ttir,',,
i$.'
means positive fraction less than one (1) stated in three (3) decimal
places; a ratio of one (1 ) implies no discount to GPframco, and ratio < I
Slope
implies discount to CP
Aramco.
',
t, t ,
.:,.. i,: :'':i:
means reference price of Propane _apd,'.,Blrtane in accordance with the

published price of Saudi Aramoo inl I/6Q/,MT up to three (3) decimal
places for the Month of loading of'lt-,tp tflpnthly Quantity, by the following
calculation formula :
CP Aramco
,,'*'''f"'l,',', i"t'
(the composition of ProptiJrg x,CP Aramco Propane) + (the composition
of Butane x CP ArarncdL'Eyerb)
LPG Supply Cost (f)
means cost'{in,.l,, WVD hssociated with activities to import LPG from its
source up to'tt+g .Felivery Point, including but not limited to market
preryirir#dis@Unif;bf cargo LPG, freight cost and various costs for
adntinistAf& LPG import.
:,
Fxn
',
.e"nr ttiii observed
.r,,,,,,:,,,,
IDR/USD exchange rate lor billing period "n".
t,,,,,
Tfte cunency rate calculation shall be made based on average of Jakarta

"i,,', ,,,,ihterbank Spot Dollar Rate (JISDOR) on the last day of the billing period
-'r''lr'
"n" and six (6) Business Days before the last day of the billing period "n".
r,rl.i ..
l,
lf the last day of the billing period "n" falls on non-Business Day
r.r
,1"''"'1,
1;:
',,u,,i
'*'''"';";''-.i
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rt,i, r,i
(Saturday and/or Sunday)
or
public holiday, the exchange rate

(7)
;1:il'3::HfLi"1"Tffiii"?t"i,1"ffi,'ff;J:r'f,:oRseven
_-_,i.,'
,,.,,r:,"FXo
tto be inserted with the observed IDF/USD exchange rate at the
Bid
Summission Datel.
the relevant billing Month.
12.1
.2.
The LPG Supply Cost (y ) of the first Contract Year shall be [XXX] IDR/MT.
Code: RFP-001 ff00300s/20 1 6-53
21 October 2016
Ie
12.2.
East Java LPG

Terminal Project

PERTAMINA
For the second Contract Year onwards, the Parties agree that LPG Supply Cost (f) shall be reviewed ancUor
revised annually to reflect market conditions by mutual agreement between the Parties. The review shall
commence three (3) Months prior to the end of the Contract Year. lf there is no agreement between the
Parties on the LPG Supply Cost (y) for the subsequent Contract Year on the last Day of the current Contract
Year then the lowest LPG Supply Cost (y) that has been used by the Parties under this Agreement shall be
applied for the subsequent Contract Year.
12.3.
The Buyer may request in writing to the Seller for the review of the pricing formula as stipulated in.A(icle
12.1.1 and the Seller will consider such request in good faith. Notwithstanding any request for revieW, no
price formula will be changed and applied unless the Parties agree to do so in writing. Sucfr wrilten request
shall contain details of the specific provisions to be reviewed and the reasons for such review. - ''
12.4
lf there are changes to the specified pricing publications or quotations which are rle.yant.to one or more of
the elements of the pricing formula set out above in Article 12.1.1 hereof including bui riot be limited to:
12.4.1
cessation of the specified publication of a particular pricing publicatidh tor a period of three (3) or
more normal publishing Days; or
12.4.2. cessation of publication of a particular pricing quotation witninAlpublication for a period of three (3)
or more normal publishing
Days;or
,,,,i . l'
,,
12.4.3. the introduction of a new pricing publicatlgn
or
'tl,'".
.::
12.4.4.
r:
,,,
".
ortnrtsir1O,,driotations for LPG, previously quoted or not;
,,
". "
publication including but not limited to futures

the introduction of new methodg
,,91 Rricingihndipricing
markets and electronic publicafi on.
Such pricing reviews shall be gtdde,;lor..qpntain the pricing formula so far as reasonably possible as a
reflection of market prices provided that if a mutual agreement on alternative pricing cannot be reached,
then the Agreement should be tetrninated with the last date delivery being made in the month that the
pricing publication change occurs.
.,',":,,,...
12.5.
'".
'.'"
The price calculated undbrrArticle 12 shall be a final price before VAT.

:
12.6.
lf LPG loqding by the Vessel is conducted on the last Day of Month and continues into the next Month, then
two (2) 84. shallle separately issued with cut-off on 23.59 WIST on the last Day of the Month when loading
started.
il:
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1'.
ARTICLE 13
INVOICE AND PAYMENT
'
'ill.
'
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;'r
13.1
.1.
No later than the l
Oth
Day of each Month, the Seller shall submit Monthly invoices together with the
supporting documents
for the LPG quantity which was taken by Buyer as recorded
in
Recapitulation of Minutes of LPG Delivery during the previous delivery Month.
Code : RFP-001 ff00300s/20
6-S3
21 october 20'16
Page 25 ol LPG Supply Agreement
,s
13.1
.2.
East Java LPG

PERTAfrIINA
Terminal Project
The supporting documents mentioned in Article 13.1.1 above should at least contain the following:
Original
copy
B/L and shipping documents.*
Minutes of LPG Delivery
Tax lnvoice (SSP & Faktur Pajak)-
',f. 1
Certif icate of Analysis
Recapitulation of Minutes of LPG Delivery
ID for authorized official and specimen of signatory (for SSP.& Fakfi.s'
i1lll
Pajak).
Receipt (Kwitansi) with duty
stamp
The relevant payment section of this Agreement
')
i
more than
ll the payment plus tax is
'1
'I
.i)
10
*.) as it may be applicable
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13.2. Payment
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19.2.1. All payments under this Agrg-Srfibnt q|ihiltU made by TT (telegraphic transfer) in Rupiah by the
Buyer after the Buyer receisbs tl-*d-,""tnvoice together with its supporting documents into the bank
g nated by,,ffi ,$ffir ae.$bllows :
accou nts desi
The Seller's oanr accoiihtltietails are as follow:
Bank
: BNI
Account Name :F|j

Account Number : [..]
{r'
.f.i
13.2.2. After'the\irl.yoioe;'and its supporting documents are received, complete andverified bythe Buyer,
the,rB-tlyer strall settle the invoice within thifi (30) Days. The Buyer shall make the payment in
with the prevailing tax regulations in the Republic of lndonesia.
,,,, qccoidanbe
1j.t!-.,r'lf the payment falls on a non - Business Day or public holiday, then the payment shall be
_
.,irr
'.,,,,one
(1
made
) Business Day after the holiday.
i9"2.4. All invoices
shall be addressed to the division as designated in Article 23.4 hereof.
19.2.5. Any outstanding amount not paid by either Party on the due date shall bear a penalty from the date
on which such payment was originally due until the date that the payment was made at a rate equal
to JIBOR plus two percent (2%), which shall be applied to any overdue amount from and including
the Day on which such amount is due and payable under this Agreement to the day of actual
payment, and shall be calculated on the basis of the actual number ot Days elapsed and a three
hundred sixty five (365) Days year and shall accrue from Day to Day. The relevant Party shall issue
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,r#
PERTA'IIINA
East Java LPG

Terminal Project
and deliver the Invoice for this penalty to the other Party as agreed by the Parties before the
issuance of the invoice. After the invoice and its supporting documents are received, complete and
verified by the the relevant Party, the other Party shall settle the invoice within thirty (30) Days.
ARTICLE
14
TAXES AND COST

,
i.t:
,.
All taxes, stamp duty, and/or other charges under the provisions of the legislation incuned under the iri,iolernaltation
of this Agreement shall be borne by and theresposibility of each Party in accordance with':the prgvailing tax
regulations in the Republic of lndonesia.
ARTICLE 15
SAFETY
15.1.
Each Party shall comply with the standard safety requiremeRts 'under: the Buyer's Health Safety
Environmental (HSE) procedures, international standards applicable ,in the gas industry and the Legal
Requirements and regulations in relation to the consummation citr,lhis Agreement.
15.2.
Each Party agrees to issue HSE performance data not oldeiithan:lsix months upon the request of the other
Party covering any recordable incidents during the retevant period. Such reports shall provide a brief
description of the incident and appropriate follow-up action taken.
''i",-,
15.3.
.,,t]t
,r.
The Parties agree that all business will be conduotfr,in the most responsible manner to ensure that the
operations involve minimum risk to peoflie, the environment and equipment. The shared targets for the
operation of the trade are zeto perso4nel inluries, zero spills/environmental damage and zero equipment
damage.
ARTICLE 16
INDEMNITIES
16.1
General
lndel,lr\,
'',
,,ri
Each of the'&ller and the Buyer respectively, as an indemnifying Party, shall indemnify, defend, and hold
harmlesEiXre other Party, as an indemnified Party, from and against all losses or damages relating to third
party claims arising from:
-r,,1 1l.,,ttti'
any representation, warranty, covenant or obligation of the indemnifying Party under

this Agreement; and
".;1i611,.1.'':r,the breach of
,
''
,,;
,',r,,,,
,'" ^"{6.1.2. from any other act, omission or event for which the indemnifying Party is liable pursuant to this
Agreement.
'',,,
16.2. Seller'slndemnity
16.2.1
Notwithstanding Article 19.1 , the Seller shall also indemnify, defend, and hold harmless the Buyer
from all and against all cost and liabilities, losses, claims, demands or proceedings associated with
Code : RFP-001 /T00300S/201 6-33
21 October 2016
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,s
East Java LPG

Terminal Project

PERTA'ITINA
the source of the Refrigerated LPG received by the Terminal from any countries. The Seller shall
not purchase LPG from a Sanctioned Countries, if such purchase would cause the Buyer to be in
breach of any applicable Sanctions. Further, the Seller shall not carry out any action or actions that
may place the Buyer in breach of any applicable Sanctions.
16.2.2. The Seller is liable to remedy any loss of revenue or profit borne by the Buyer and the BUyer,.shall
be entitled to recover any damages to which it may be entitled (including all cost and;elPgnB9,.,,:
incurred in the exercise of its
remedy).
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,,,.
,,.
16.3.
lndemnification
Procedure"
,i,','..,,r,,.
t
16.3.1. The indemnified Party shall promptly notify the indemnifying Party of the.,'assertion or
commencement of any claim, demand, investigation, action, suit or other leq.g! prgceeding for which
indemnity or defense is or may be sought under this Agreement; provpddtioi*ever, that this notice
requirement shall not apply to any claim, demand, investigation, actiori; suit
proceeding in which the Parlies are adversaries.
or other legal
to notify tne inOdifuit$ind'Party shall not relieve the

indemnifying Party of its obligations under this Article!:l',6.3,.exgept to the extent, if any, that it has
been prejudiced by the lack of timely and adequate,.$,*tidq
16.3.2. The failure by the indemnified Party
.,,\,.,f
';,1,
16.3.3. The indemnifying Party shall at the indempifiqd'F,,,,fofifsifequest assume the defense or settlement
of any third party claim with legal counsel'reas6n$b.t$\Batisfactory to the indemnif ied Party.
':
16.3.4. The indemnified Party, in its sole discretibn,.shall have a rightto participate in the defense of any
third party claim. The indemn.rfifiiig .fany shatt reimburse the indemnified Parly for any costs and
expenses incurred by the inddinnifiedParty in relation to such defense.
,;'lt)'i 'i.i'
10.4. Survival
The indemnities set out uider this Article 16 shall survive the termination of this Agreement.
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17.1.
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17.2,:
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ARTICLE 17
LIABILITY
LimitaJio,n,gf GUifitV
exCepl,Cs expressly provided in this Agreement, no Party shall be liable to the other Party under this
,''Agf-eentent for any consequential losses as a result of any act or omission in the course of or in connection
'ii,'rwith the performance of this Agreement.
"'
'
Limitation of Bemedy
Except as expressly provided for elsewhere in this Agreement, a Pafty's remedy against the other Party for
non-performance or breach of this Agreement or for any other claim ol whatsoever nature arising out of or in
relation to this Agreement shall be as stipulated in this Agreement, and no Party shall be liable to the other
Party (or its Affiliates and contractors and their respective directors, officers, employees and agents)
respect of any damages, losses or claims for any alleged breach of any Legal Flequirements.
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in
L pERrA,$rNA
,@
17.3.
ilE3,ili?U'J:il',il
'"=,TL',1'i,i:3
Mitigation of Losses
Each Party shall use its best endeavors to mitigate or avoid any loss or damage caused by the failure oi the
other Party to meet its obligations under this Agreement, whether or not such failure is the result of a Force
17.4.WillfulMisconductandGrossNegligence...
To the extent that a Party's breach of its obligations under this Agreement results solely frorn'any act or
failure to act (whether sole, joint or concurrent) by a Party which was intended to cause; or which was in
reckless disregard of or wanton indifference to, harmful consequences such Parly knew, .or should have
known, such act or failure would have on the safety or property of the other Party, Article 17.1 and Article
17.2 hereof shall not apply to limit the liability of such Party or the remedies available:'fo.!he other Party.
ARTICLE 18
REPRESENTATION AND WABBANTIES
18'1.Seller,sRepresentationandWarranties
The Seller represents and wanants to the Buyer, that asrbf tlie.Ag'reement Date:
18.1
.l.
':ti"
the Seller is a limited liability companlt-inCbrpo,rated and validly existing under the Laws ol the
Republic of lndonesia;
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18.1.2. the Seller is duly qualified anS in good
standing in all jurisdictions where required for perlormance
under this Agreement;
.ii
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18.1.3. the Seller has full .powei;r$uthority, and legal right to own its assets and conduct its business as
currently conduct'@ and lias taken all necessary corporate action to sign and deliver this
On
.4.
18.1
r"" *"n,,.un.f,
perf
o r,tq,,,1ie obli
gatio ns
nder
th
is Ag ree ment
this Agreement has been duly signed and delivered by the Seller and forms a valid and binding
oOflgatlg.n df
lhe'Seller, enforceable against the Seller in accordance with its terms;
18.1.5. the Seller has furnished to the Buyer cerlified resolutions, authenticated powers-of-attorney, or
.t othdt,solpqpste instruments necessary to authorize its signing, delivery and performance of this
.,rl
",.ii.
Agreement;
1,Q.1.6. the Seller has the right, pursuant to the Legal Requirements, to supply and to make available and
sell LPG to the Buyer in accordance with this Agreement;
18.1
.7.
18.1
.8. for each Day during the LPG Supply Term LPG made available at the Delivery Point shall
the Seller shall not supply and deliver LPG from the Terminal to any third party.
be
lawfully owned, or controlled, by the Seller with full and undisputed right to transfer the title, and
shall be free from all liens, charges, encumbrances and adverse claims which might prevent,
impede, or prejudice the Seller's right to sell and dispose of the LPG;
Code : RFP-001 /T00300S/201 6-53
21 October 2016
l.
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18.1
.9. the Seller has
East Java LPG

Terminal Project

PERTA'ITINA
professional qualifications and technical and managerial capability based on
particular experience, manpower, capital, equipment and sufficient facilities; and

18.1 .10.
there are no suits, judicial or administrative actions, proceedings or investigations (including

bankruptcy, reorganization, insolvency or similar actions, proceedings or investigations) pepding or,
to its knowledge, threatened against the Seller before any court or by or before any GbverLtntent
Agency that if decided adversely to its interest could materially adversely affect its ability to,pgdorin
its obligations under this Agreement.
18.2.
Buyer's Representation and Wananties

The Buyer represents and warrants to the Seller, that as of the Agreement Date: . ,.
18.2.1. the Buyer is a state owned company incorporated and
r,,,.
the Laws of the
Republic of lndonesia;
re required for performance
18.2.2. lhe Buyer is duly qualified and in good standing in all

under this Agreement;
.!i,fr4
,,.,!,,ii,
18.2.3. the Buyer has full power, authority, and legal rigf(rffiI''r ri'its assets and conduct its business as
currently conducted and has taken all. neo6Sfqr.y,xo{irporate action to sign and deliver this
Agreement and pedorm its obligations,under this,'Agruement;
18.2.4. this Agreement has been duly signed dlfO gglivereO by the Buyer and forms a valid and binding
obligation of the Buyer, enforce{it}le agtilnst{he Buyer in accordance with its terms; and
.a:,.
't
ri:"
,ti:t.
Buyer has the right"gurs'dant tarihe Legal Requirements, to take LPG and to pay the Seller in
"
accordance with this A,iireerfient.
8.2.5. the
'i,.,:
:;i,,..1:
ij''"
t:'t"t,'""''
,,"tt"'r'
i
19.1
r"11tJ"rTJ;*r-,
i,''i'
Force Maieure Events

'i:
19.1
.,r'
t;
.1,, For thq pliposes of this Article 19, "Force Majeure Event" means any cause or event
which
a pady hereto from performing its obligations under this Agreement, other than
'i,, .,t,"any obligation to make payments, whether in whole or in part, to the extent that it is beyond the
..ri,control or prevention bythe Party concerned and the effects of which cannot be overcome by the
J,,i,
:"
"r.;
,piev.ep,tS or delays
exercise of reasonable diligence by the Party concerned and directly aftects the supply of the LPG
under this Agreement, including but not limited to:
a.
fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and
other acts of natural calamity or acts of God;
b.
navigational accidents or maritime peril of the Vessel; piracy, damage or loss of the Vessel;
breakdown of the Vessel;
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East Java LPG

Terminal Project

strikes, grievances, actions by or among workers or labour groups or lock-outs;

d.
acts of war or civil war (whether declared or undeclared), hostilities, civil commotion,
embargoes, blockades, tenorism, sabotage, riots and revolution or acts of the public enemy;
and/or
e.
1g.1
.2.
any act or omission of any directive of any Government
Agency.
Neither the Seller nor the Buyer shall be liable for a failure to perform any of its obliljaiioRs, under
the Agreement where such pedormance has been prevented, hindered, delayed or cunailed by a
Force Majeure Event.
19.2.
9.
.3.
No failure or omission by either Party to carry out or observe any of the tent! or,conditions of this
Agreement shall, except in relation to obligations to make payments under this Agreement, give
rise to any claim against the Party in question or be deemed a breaih ofi,this Agreement to the
extent that such f ailure or omission arises from any event of Force Majeuie.
Notification
19.2.1. Any Party suffering from a Force Majeure Event shall nbtify the other Party orally no later than
twentyJour (24) hours, followed by written notifigalibn no later than two (2) Days, after the Force
Majeure Event and supported by the details of queh eVent, the estimated duration ot the Force
Majeure Event, if foreseeable, and the Rdasqnabf-e.Bfforts taken and to be taken to overcome such
event.
'''"
'""'
19.2.2. Any Party receiving notice of a,ftitbe,ffAajeuib gvent may accept or reject the Force Majeure Event
no later than three (3) Days,aftgr recei$ of such notice.
19
.1
3.
Obligations Following Force Mqjeuqe Event

'1
9.3.1. lf the Force Majeufe Evelt;is agreed by the Parties, the Parties shall meet and discuss
the
continuation of the Agrg,ement, including rescheduling of the LPG delivery schedule and other
matters as.Ihe'P.qrtieq d'eem essential in execution of this Agreement. lf the Force Majeure Event
is rejected by thelParty receiving the notice of Force Majeure Event, the Parties shall settle and
recovdr such'sltudtion pursuant to Atticle 21 hereof .
19.3.2. The Party suff ering from a Force Majeure Event under this Article 19 shall resume
;:'
its obligations as
$ooh.a ieasonably possible after the circumstances relied upon have ceased.
,
1riig.3,3. ,rEither
,,,
',
..
Pafi shall be entitled to terminate this Agreement immediately by way of a prior written
notice to the other, il the Force Majeure Event has prevented or can reasonably be expected to
by the Pafties within such ninety (90) Day period.
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PERTA'YTINA
ARTICLE 20
TERMINATION
20.1
Termination by the Buyer

20.1 .1
Without prejudice to any right of termination the Buyer may have under this Agreement,-It{4, Buyer
may, at its sole discretion and in addition to any other legal remedies it may have, forthwittt upqn
giving written notice to the Seller terminate the Agreement where:
"ltn,. ettlf
j,;!;..,.'r:l
a.
the Seller is in breach of any of the conditions of the Agreement qnd ttre briiaih is not
remedied or cured within a period of thirty (30) Days, or within such long'6r:period as is
reasonably required to effect such remedy or cure;
or
i;:::.i,i
,i"., .:tr,
b.
if in any Contract Year, there is a Delivery Shortfall on mor thgn lfhree (3) consecutive
occasions, and if over the LPG Supply Term there are Delivgyy Shoitfdlls on more than fifteen
(15) occasions; or
c.
the source of Relrigerated LPG received Oy tne fefrrriinat to be supplied to the Buyer
d.
originates from any Sanctioned Countries, caus'Uu tnq Bilyer to be in breach of Sanctions; or
"1il;.
.,;liift _
a petition is filed with a court having jurisdjcthrl$tlan order is made or an effective resolutlon
is passed for the dissolution, liquidalion.oi $tldtfi(i up of the Seller; or
.;l:;':',;
:,:.,,i'l''
there is a major change in the dfuectdi indii'ect ownership of the Seller without a prior consent
'
from the Buyer; or
.ii,i.,.
j:
f.
adjudged bankrupt or makes an assignment, arrangement

the Seller becomes
'ng01r"e{cir'ris
the'benetit of its creditors or does not pay or is in the Seller's
or composition vyJlh,",",or:Tor
reasonable opin.A! eibected to be unable or unwilling to pay its debts as the same become
due; or
" ,lii.
,ri
s.
,,,,,r),t::i
;i]
,tll,f
,
.
the Sgller ceasgqot threatens to cease to carry on its business or a major part thereof : or
i:
'll
h.
"!:,
lLl.'
process is levied or enforced or

.,e,distress,'execution, attachment, sequestration or other legal
on,'ot'against any significant part of the property and/or assets of the Seller and such
prq"".s. is not discharged within fourteen (1 4) Days thereafter; or
,
;rSued;
1;,1
:.,;. l '
the BOOT Agreement is terminated; or

a receiver is appointed or takes possession of the whole or a significant pad of the assets or
undertaking of the Seller; or
k.
ZO.1
.2.
a prolonged Force Majeure Event is continuing pursuant to Articlel9 hereof
Where the Seller suspends the LPG delivery due to any ol the events referred to under Article 20.1
the Buyer may, so long as such event is continuing, at any time terminate the entire Agreement.
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,rs
20.2.
PERTAfrIINA
East Java LPG

Terminal Project

Termination by the Seller

Without prejudice to any right of termination the Seller may have under this Agreement, the Seller may at its
sole discretion, forthwith upon giving notice to the Buyer terminate the Agreement, where the Buyer is in
breach of the payment obligation under this Agreement and the breach is not remedied or cured within a
period of ninety (90) Days, or within such longer period as is reasonably required to effect such remedy or
cure.
20.3.
Consequences of Termination
lf this Agreement terminates as a result of a notice being served by the terminating Party in accordance with
this Article 20, termination shall not prejudice the right of each Party to claim and recover frorn the defaulting
Party any outstanding payment, costs, expenses or damages under this Agreement and such other
damages as the terminating Party may be entitled to at law or otherwise due to terminatiOn.
20
Waiver on
Termination
"'''
'
The Parties hereby waive the provisions of Articles 1266 and 1267 ot the lndonesian Civil Code with respect
to this Agreement to the extent that such waiver is necessary to:exab|e the termination of this Agreement in
accordance with its terms.
ARTICLE 21., r,.-,

DISPUTE RES9LUTION
21
Mutual
Discussions
.'
''
,.,..
"'':
'
lf any dispute or difference of anyrkipd ryfg]poever (a "Dispute") arises between the Parties in connection
with, or arising out of , this Agreernent','or the breach, termination or validity hereof , the Parties shall attempt,
for a period of thirty (30) Days aftef the receipt of notice by a Party from the other Party of the existence of
the Dispute to settle such D$pute in the first instance by mutual discussions between the Parties.
21
Dispute Resolution
. '.,1
,.
21 .2.1
,t''' ,
,, .) ',
:,,I r i'
ikbitration
- '"i''
i
lf the Oispute cannot be settled within thirty (30) Days by mutual discussions as contemplated by
AfticlE2l .1, the Dispute shall finally be settled by the lndonesian National Arbitration Board (Badan
Arbitras Nasional lndonesia ("BANI)) under the rules of BANI. Each Party will appoint an
arbifrator within thirty (30) Days of the date of a request to initiate arbitration, who will then jointly
appoint a third arbitrator within thirty (30) Days of the date of the appointment of the second
arbitrator, to act as chairman of the arbitration tribunal. Arbitrators not appointed within the time
limits set forth in the preceding sentence shall be appointed by BANI in accordance with the rules
of BANI. Both Parties undertake to implement the arbitration award. The site of the arbitration shall
be Jakarta. Pursuant to Article 48 paragraph ('l ) of Law No. 30 Year '1 999 concerning Arbitration
and Alternative Dispute Resolution ("Arbitration Law"), the Parties agree that the arbitration shall
be completed within one hundred eighty (1 80) Days from such later Day as may be extended in
accordance with Article 33 and Article 48 of the Arbitration Law.
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21
East Java LPG

Terminal Project

PERTA}TINA
.2.2. The award rendered shall apportion the costs of the arbitration. ln accordance with Article
56
paragraph (1) of the Arbitration Law, the Pafties agree thatthe tribunal need not be bound by strict
rules of law where they consider the application thereof to particular matters to be inconsistent with
the spirit of this Agreement and the underlying intent ol the Parties, and as to such matters their
conclusions shall reflect their judgment of the correct interpretation of all relevant lerms hereof and
the correct and.iust enforcement of this Agreement in accordance with such
terms.
.,jii,
,,r.,.,,
:;1.. i.l' ,'iir..
detail the fa&e of $e
,
21.2.3. The award rendered shall be in writing and shall set forth in reasonable
Dispute and the reasons for the arbitration tribunal's
21
decision.
t'.r,.'
.2.4. The award
rendered in any arbitration commenced hereunder shall be finaliqnd'bindtng upon the

Parties and judgment thereon may be entered in any court having jurisdictionfol itp enforcement.
The Parties hereby renounce their right to appeal from the decision q$$e arbitral tribunal and
agree neither Party shall appeal to any court from decision ol the arhis'al,1i&Unil. ln addition, the
Parties agree that neither Party shall have any rights to commence'ior ihpintain any suit or legal
proceeding concerning a Dispute hereunder until the Dispute has beeh determined in accordance
with the arbitration procedure provided f or herein and the4,onlg tg enforce or facilitate the execution
of the award rendered in such
arbitration.
"'u,
iir,u
'.'','..|
ARTICLE
.ri,i '\*,"'
22 ,l,',lt
ASSIGNMENI,f iilri';',., 1; j'
22.1.
Assignment
,,i.
".
' ,ii'lit
".1,'
'1,
,rf
Except as provided in Article 22.2 beluw, np Party shall assign or transfer any or all of its rights or
obligations under this Agreement withbut the prior written consent of the other Party, which consent shall not
be unreasonably
.,,,'l
withheld.
22.2. Subcontracio.
t,;.tilt
.i:,i,
,,r!
The Seller shall not subcontract the whole or part of its obligations hereunder. The Seller shall be
responsible for the,rdfis or deflUlts of any subcontractor, its agents or employees, as if they were the acts or
"
defaults of
Sel!9,,,_
ARTICLE 23
MISCELLANEOUS
23.1
Governing Law
'r This
,,,
23:2.
Agreement shall be governed by, and construed in accordance with, the laws of the Republic of
In{onesia.
Amendments
The Agreement shall not be annulled, amended or modified in any respect without any mutual consent in
writing of the Parties hereto, except pursuant to Article 23.7 hereot. Any amendment, modification, or
addendum of this Agreement made by the Parties according to this Article 23.2 shall be an integral and
inseparable part of this Agreement, unless the Parties determine otherwise.
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|t
21 October 2016
,#
23.3.

PERTA}IINA
East Java LPG

Terminal Project
GoverningLanguage
The text of this Agreement is made in both the Bahasa lndonesia and English languages. The two versions
of this Agreement shall not be construed as separate documents and, when taken together, shall constitute
one and the same instrument. ln the event of any conflict or inconsistency between the English language
version and the Bahasa lndonesia language version of this Agreement, the English language versionshall
prevail and the relevant Bahasa Indonesia language version shall be deemed to be automatically,amended
to conform with and to make the relevant Bahasa lndonesia text consistent with the relevant eryljsn text
23.4.
Notice
23.4.1.
Any notice or other communication to be given hereunder, may be made ih
tfp
lndonesian
language, in writing and shall be sufficiently given if delivered by register.ed mail, courier handdelivered or electronic mail (e-mail) against written receipt or if transmitted and clearly received by
facsimile transmission addressed as follows:
ln the case of the Buyer, to:
PT Pertamina (Persero)
Jl. Medan MerdekaTimur 1A
Jakarta10110
procuremenvsales a]ldtlEr5;
For
matters: .,,
9I PIU|(;ute[ttillUt'atts
.,, ji'1i::
Plc
,ir: [.**] .,,

: [...]
LINE
MOBILE
DIRECT
E-MAIL
,.i.
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OTHER & GROUP E-N&AIL ,,.'i"i,:,

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'll
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:
i'l***I
:
:
:
:
:
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f..I
f..I
f..I
: f..I
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For operation/de$'urrate mHtters
PIC
L[NE."1.i.
MOBILE r":,, ,t:,
E-MAll- I
OTHEH & GROUP E-MAIL
DIRECT
'..;d
'\,
l,i"
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,;;::.:,,...Ftr,loS' s mattefs
. it:.' h{Ct"o
DIRECT LINE
,ii!
:.
': [***]
f*l
: [***]
MOBILE
E-MAIL
: f.-l
OTHER & GROUP E-MAIL : f..l
For financial i settlement matters:
PIC
DIRECT
LINE
MOBILE
E-MAIL
OTHER & GROUP
Code : RFP-001 /T00300S/201 6-53
: [.-.]
: f..l
: f*I
E-MAIL
:
:
[***]
[...]
21 October 2016
l.
,s
East Java LPG

Terminal Project

PERTAMINA
For contract & claim matlersl
r*l
PIC
r*1
DIRECT LINE
MOBILE
E.MAIL
OTHER & GROUP E.MAIL
r*l
r..l
r".l
ln the case of the Seller, to:
PT [SPCI
[.Address]
ATTENTION/PIC
DIRECT LINE
MOBILE
E-MAIL
OTHER & GROUP E-MAIL
[***]
r*I
r..l
r..1
r..I
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l.
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ir,
tr' :;,.,u,
, ,;'.i 'i/r
rr
23.4.2. The Parties may change their contact address, or the f,esignAted person to whom notices should
be addressed, at any time by giving the other Party1'{tee.dhpfpiiriate notice in sufficient time not less
than five (5) Days before the change(s) becomes.eiffsdti$b in accordance with the provisions of this
Article.
,," i;.' j;'!,i"''
23.4.3. Any notice may be delivered p"rsoneffi'by.,,.prdbaiO post, express courier (overseas addresses
only) or facsimile transmission
lit
a.ft
u e-mail.dilp..,Sihall be deemed
to have been serued:
,,,i. "
a.
if by hand-deliverV,.
b.
if by mail, withirli)l.hr,,eg (3) iiusiness Days after posting if sent to a local address, or within
tirne 6l delivery;
,r:i, rfr,. .;ii:,..
. tr.
seven (7) Btsines'SlDays if sent to an overseas address;

'
''i1,,
c.
:,
t''
..
,,
il to anoversdas,,,addr"." and sent by a recognised international express courier, within four

(a) Busihess Dais after deposit with such express courier;
d. ',iI by.,,1,s6gi1i11le transmission, one (1) Business Day following the date of transmission if
,.'"',,,, uqg_gsful transmission of the notice in full is confirmed by a transmission report generated
.- ':,
.i:
' ".r, .:;ir;lg.
tr.ti
,l
.,,
aoE
40.9.
by the senOer's machine; and

' rr.:
if by e-mail, at the time the sent e-mail available in the sent items folder of the sender's e-mail
account'
ionlidentiality
29.5.1. Each Party agrees that it will, and will ensure that its employees, officers, commissioners,
and
in
hold
confidence
all
will,
its
that
agents
Efforts
to
ensure
directors will, and will make Reasonable
in
Party
designated
and
it
by
the
other
to
disclosed
know-how
data
or
information, documentation,
writing as "confidential" ( "Confidential lnformation"), and will not disclose to any third party or use
Confidential lnformation or any part thereof without the other Party's prior written approval,
provided that Confidential lnformation may be disclosed to (i) a Government Agency pursuant to
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Terminal Project
Legal Requirements and (ii) to financial institutions, bonafide potential purchasers, and consultants
and contractors whose duties reasonably require such disclosure, provided that, except for a
bonafide disclosure to independent legal advisors, such other party shall first have agreed not to
disclose the relevant Confidential lnformation to any other Person for any purposes whatsoever.
23.5.2. The restrictions in this Article 23.5 shall not apply, or shall cease to apply, to any part of the
Conf idential lnf ormation that:
a.
is in the public domain other than by reason of a breach of (a) above;
b.
was in the rightful possession of the recipient Party or an employee, officer, cornmissioner or
director of the recipient Party at or prior to the time of the disclosure; or
.tir
c.
was obtained by the recipient Party in good faith from a third party entitled to disclose it.
23.5.3. The restrictions contained in this Article 23.5 shall survive
Agreement.
",
23"6 Severability
r^i'*r*rrr,on
or expiry of
this
':
, .,,,,.,
The illegality, invalidity or unenforceability of any provision cif ttris ngreement under the Legal Requirements
or determined by any court of competent jurisdictron o1 by an arbitral tribunal under Article 21 hereof shall
not result in invalidation of the entirety of this,Agreemeg.rlnstead, this Agreement shall be construed, if
possible, in a manner to give effect by means ofr.ydfid gpvisions to the intent of the Parties in the particular
provision or provisions held to be invalid, and,.i11 'aqy'"event, all other terms shall remain in full force and
etfect. Following any such determination, the,Parties shall negotiate in good faith new provisions to restore,
as best as possible, the original intent and effecl of this Agreement.
Waiver
23.7
''
',:l
Neither Party shall be deerped to hhve waived any right under this Agreement, unless such Party has
delivered to the other Party a written waiver signed by an authorized officer of such waiving Party. No delay
or omission in the.exefcis.e et any power or remedy shall be construed to be a waiver of any default or
acquiescencelhereln
23.8
Entire Agieem.enl
.:.
23.8.1. ,ThiS Agreement constitutes the entire agreement between the Buyer and Seller concerning the
,tl. 'ir::r'' subject matter hereof. All previous documents, undertakings and agreements, whether verbal,
. r.,
':
,
cancelled and shall not affect or modify any of the terms or obligations set forth in this Agreement,
except as the same may be made part of this Agreement in accordance with its terms, including the
terms of any of the Appendices. The Appendices are hereby made an integral part of this
Agreement and shall be fully binding upon the Parties.
23.8.2. ln the event of any inconsistency between the text of the Articles of this Agreement and the
Appendices and/or Schedules hereto, or in the event of any inconsistency between the provisions
and particulars of one Appendix/Schedule and those of any other Appendix/Schedule, the Buyer
and Seller shall consult to resolve the inconsistency.
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Ir
23.9.
East Java LPG

Terminal Project

PERTAiIINA
Further Act and Assurances

Each of the Parties shall do all further acts and execute and deliver all fufther instruments, deeds and
documents as shall be reasonably required in order to perlorm and carry out the provisions of this
Agreement.
23.10. cost and Expenses
.,r"'" "t ,,t,,,,t

",.1:..
':i
la
Each Party shall pay its own costs and expenses (including, without limitation, the fees anOexpo.nseq.oiits
agents, representatives, advisors, counsel and accountants) necessary for the neg.$iatiori, preparation,
ti,,.,.,"
execution, delivery and performance of and compliance with this Agreement.
,,,
'
''"
... . .''
23.11. No Partnership
j,'
rt''i.1,
Nothing in this Agreement, in any document referred to in it or in any arrangement Qontemplated by it shall
be deemed to make any of the Parties a partner of any other Party. The signing, completion and
implementation of this Agreement shall not be deemed to empoweLanylijany.fo OinO or impose on the other
Party any obligations to any third Persons or to pledge the credit ot thp ottiir Party.
2s.12. Confticts of Interesr
..l'ii,
,,.";:l
23.12.1. Each Party shall avoid any conflict of interestt6tGeniits own interests (including the interests of
Affiliates) and the interests of the other Partibs,in"i,llealing with suppliers, customers and all other
organizations or individuals doing or::$eek-ing to'.do business with the Parties in connection with
activitie s co ntem plated
un
de r th is Ag re6i$'i:nt.,,r':'
23.12.2. The provisions of the precedihg p?r.dgraph shall not apply to:
a.
a Party's performance.iwhlch is in accordance with the local preference Laws or policies of the
Government; or
,rr,r.r,
b.
..::
r:rr.
a Party's acqi.risition of products or services from an Affiliate, or the sale thereol to an Affiliate,
made'ttn, accoldAribe with th is Ag reement.
23J2.3. Unlegs Otherwise agreed, the Parties and their Affiliates are free to engage or invest (directly or
indirdbtly) in an unlimited number of activities or businesses, any one or more of which may be
r.elated,to or in competition with the business activities contemplated under this Agreement, without
to offer any interest in such business activities to any Party.
,"'i,..,havl.r,r,gror incurring any obligation

23.1
3..,, Changgs in Circumstances
,
,.,,' ,, '2qfi1.
''',
,,,.ir ,
,,
:.
lf , during the LPG Supply Term, a change occurs that was not reasonably anticipated at the time of
execution such that the Buyer suffers or is foreseen to suffer substantial hardship, which as a result
of that change is likely to continue, then the Seller agrees to immediately consult and negotiate with
the Buyer in good taith to make any mutually acceptable amendments to the terms and conditions
of this Agreement appropriate to alleviate or eliminate the relevant hardship in a spirit of mutual
understanding and cooperation.
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t.

PERTAMINA
East Java LPG

Terminal Project
23.13.2. lf during the LPG Supply Term, changes in laws or regulations occur which would otherwise cause
frustration of this Agreement, the Parties shall negotiate in good faith to make necessary
adjustments to this Agreement between themselves.
23.13.3. The Parties acknowledge that, subject to Article 23.13.1, neither of them shall have the right to
terminate this Agreement.
23.13.4. The Parties acknowledge that any such occurrence will not constitute a Force Majeute Event.
23.14. Anti-corruption
Obligations
,,',
''i
,:
: rli
i';r"
'',. '
l'
"r'
23j4.1. ln connection with this Agreement and the matters, documents, activities 4nd
transactions
contemplated in or related to this Agreement, the Seller shall comply with,tf.re Legii Requirements
relating to anti-corruption and anti-money laundering and the Seller shall take no action which
would subject the Buyer to fines or penatties under those Legal Requirements.
23.14.2. The Seller represents, warrants and undertakes to the Buyer, thatitetrall not, directly or indirectly:
a.
pay, offer, give or promise to pay or authorize

value to:
of, any monies or other things of
i.
anyGovernment
Agency; i-il4
l,'-
ii.
international organization;
an officer or employee of any.ni$lic
.-,.:,.
iii.
any Person acting ift:lEfi otrletar dr$i;acity for or on behalf of any Government Agency or
any public rt"r.i"Q.i."l,,$&en ization ;
iv.
any politicaffirt#or Sifibial thereof , or any candidate for political office;
.l'
v.
b.
"iil'
any oth,g_r Persoit.at the suggestion, request or direction or for the benefit of any of the
-oou" ol.ii+., tl,Fb Persons; or
1.,
ih othei acts or transactions, in each case, if this is in violation of or inconsistent with

l.tdw*tb.r&rdf 201 0 regarding Prevention and Suppression of Money Laundering Crime and
j',".-llflrL&til N0.31 of 1999 as amended with Law No.20 Year 2001 regarding Eradication of
glfge'Qe
a.
Siruliiion,
.,,ii' 'lir. 'i'ii,:.
23.15.
including any related Legal Requirements and any amendments thereto.
,.,..,1'
,Q,pBQledjarts
,.,"',i,. s Agr6ement may be executed in one or more counterparts each of which shall be deemed an original
,,i ii
'l:
ii'
atfd.have the same legal effect, but all of which together shall constitute one and the same.
'liil:li!i.,,
Code : RFP-001 /T003005/201 6-33
21 October2016
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lN WTTNESS WHEREOF, each of the Parties has caused this Agreement to be executed in two (2) copies, each of
which shall be deemed to be an original as of the day and year first above written.
PT
[SPCI
PT PERTAMINA (PERSERO)
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Code:
RFP-001/TOO3OOS/2016-S3
21 October
2016
t.
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PERTATIINA
East Java LPG

Terminal Project

Appendix A : QUALITY SPECIFICATION

XEHEIITERI^NENERGIDANsuMB:RoIYAl,lIIERALREPUBUKI}tooNEs]A
_
OTEEMONAT JENDERAL IiINYAK OAT{ GAS BUMI
dcdurg Ba:r Ccnris. JsHn H.R fustlna Said Kau'

i'qmG
xrixlt: orlici \I0t3
Noingr
Perihal
tos
12?6rJl*
00
,1
-I
J6karh 12910
Tebaon : 5e08810 tHrnUEl
26 Januari 2010
1382 /14lDMOi2010
lmolemcntasi Kep'.ttusan Di(en Migas
Nom or 26525. l(1 O/t)JN'|.-ii2009
::
Yang ierhom'aL
Produsen LPG
(Daft8r Teriampir)
an dengan telah d {etapkannygig!}il u:a n Direktur Jenderal

Bur,i lio mor 26525. Kii o/DJ tvrt. T/2009 tangg-' I -1'l
Gas Jenis- *LPg yang
zoo's t"nting standar dan Mutu (spesifikasi) Bahsn Bakar
egar dapat
sampaikan
inikami
Omut.tirn ii-oirrrn Negeri (terlirnpir), deng:n
Sehu bu ng
lvi
nyak
ain
c".
HxTl"'
setera meng;mptemendJiiin keplr"i.n birertur Jenderal Migas
tersebut
seilmoat-fatriUainya ? hari ke rja sete]6h tar'gg?i surat ini'
Demikiankamisampaikan'unirkdlleksanakansebaik.baiknya'Atas
perhatian Saudara, kami ucapk*n terirna kSslh'
::.
i,i
lrl
Pembinaan Usaha Hilir Mlgas
Nry+
Saryono Haoiwioiovo
ft{
-rer,rbusan:
1, Oirektu: Jenderal t\'Tlgas
2. Direklur Teknik dan Lingkungan Migas
Code : RFP-001 ff00300s/201 6-53
2l
October 2016
,r
East Java LPG

Terminal Project

PERTAIAINA
Lampiran Surat
1 t3B2 /.'',4/DMO/2010
Nomor
Tarrggal
: a. Januari2010
.i!',',.
j!,
Yang Terhomlat:
1.
Direlttur Per'rgolahan PT. Pertamina (Forsero)
,./
.tl
2.
Direktur Pei"nasaran dan Niaga PT. Pertamina (Persero)
3-
Direktur Utama PT. Lilaruta Bumi
4.
Prima
Diref<tur tJtama PT- l'itis Sampurna
ji,,
6.
7.
Direktur Ulama PT. Surya Esa
6.
Otrelrurr
,i;'
Sentosll
Drekfur Utama PT, Media Karya
l i
";
t::;,t..
Perkasa
PT, Odira Energy ecrsqgl,l"',i
Utara
'
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10. Direktur
.*\#
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5.
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Code : RFP-00 1 /T003005/201 6-53
21 October 2016
t.
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PERTAIIIINA

East Java LPG

Terminal Project
DEPARTETIIE|.IENERGIgANSuMISERDAYAMINERALREPUBLIKINDoNESIA
DIREi{TORAT JENDEFAL MINYAK DAN GAS BUNlI
KEPU USAN DIREKTUR JENP.T-RAL MITJYAK DAFI GAS

NOMOR
: 2G5?5 K/lO1DJi''I'T/2C09
TEI-A'\G
BUi'/]
I"i:
' '''
r'
c13 ireci vlrue otprsRxxer'r Dt DAt"f+4 NEdERI

D;REfiUR JENDERAL litlNYAr( OAN GAS BuMl'',. i',., l
Pasal g aya! (f) Pei3trian
a. bshwa untuk melaksanakan ketenlodn
irlenteri Ener3t Con'Gr-.tut Dalia Miilerai Nomor CO4B -Telrqn-2005
te,'trr',s| St.:ncl-cr Cu. ilrru (Steslirrasi) l."i ::.lq"Jf"itP:,""--l,nil:.i
t,*t-t
t'"tinvai.. Banarr Bakzrr GEs. Bairan Bal(ar Lain' \ft::
;li":l .,:l:]j
Oiatt;n yano tJitlosalliilo di Daiam Ftqgarr 16195 ditctclikJrrr K'eprliusarr
T/20os
2?394'l<11$tDJli
Buniiittt:'noi
ain
Gas
l'/i;;k
Jenclec=l
Direktrrr
Mutu
ean
iSpesifikasi;
Stlatroir
te"tqtrg
11
Noperncdt-loOl
ianL:gal
Ggc (LPG) Yang
Baharr Ba'<ar Gas-Jc.'ls ticlli$'iad:Pitft):al:m
":lrl
r,
.:'
Dipssarkan di Dalarr l'le3eri; rii,
perkgrnErhgan can perr'rhmira:r spsillkasi
clengcn irclan]l,F -iipg)'
5
- [shwa
Direkitir '|eodersl
lipr,n;'a Firr,Lt'tt'rn'. tjott
-T'319-.T:p"lusdn
g;scag+irnana
tvltnyak d!n cias cu*i,;r.iimo.r'223s4 wl 0/DJN'1-TI2OOS
peou dic:tbut:
dilnaksrld rllllerr hr-rnri a Si.fdafr- flcsf sesuai Can
JE.{is LiQUE
llerrimcang
FIED
c.
"Fr;oiiur,'l
bzrnw:r
Untul(
hetdas#ian perrinrOangen pada ttufl,f a cJan b dlatas, peIlu
,ti''t muiu ispesifr'rasl) Eahar Ba<ar Ges lenis
menctlDf.arl sta.<rai
i;;;,;;;';;.rr'r,-eri
.r"-tr't+gpri*sijri',Oiiai
'!.
'
f.renOinOat
t'-.,t
(LPG) vang Dipasarkan di Daianl Negeri dalam

isnCer6I lutnvak dan Gas Burni'
lJin'yak dan Gas.Eunri
Nc'nl'li 22 Tahun 2OOr -Ientang

[.n" UJt"ri'tirle#r, Tahtrr'2oo1 Nomor 130' Tan'lbahan I elnba]srl Negara
Undano-r"rr.rdang
5lqfl1sr alS?).
rjentang l(egtatan Usaha
g,,'.',Psratit$n'
Peinertrrtah l-lcmor 35 Tehun 2Ood
.
2004.Npr:ror 124'
Tahun
(Lernt'aran
Negara
Bumi
',.-',:l'r,l[i,:ialivtr. oan'gas
telah clubah
sebegaimana
Ncmor.41136)
t'tegara
,t .
Idr.nhahan ienttra.arr
(Lenrlalan Nogara
,. . a.Jig; peratura" F..eiitsh Norlor'io l-ahun 2OC0

';. Tanun 2009 f'r"n-r"t js Trrrnbahan LomLrziran Negara Nomor':1996);
.,.
-''lt,
,,S Ktspulusan presictc,n l.Jomor 6glM Tahr-Jn 2COS tanggal 24 J'Jni 2OOg:
Daya Mingral Nomcr GO3O Tahun
4. Peratrrtgn Meltarl Errlrli dan Sunber
Tata Ke{ja oepartemen
'' :
2ooS tangllal zo i"[ rcris :enlanE Organisasi dan
,,
Energi ctan Sumbr)r Daya Mlrrer'ai:
d-an^ Stlmber Daya Mineral Norflor

5 Keplltusan Menteri Energi 17
September 20O3 r.cntang Pedornan
ranqg-at
1088.Ki20it!4LfliiCO'l
-iengad/asai'
pengatu'an dan Pe'figend3liEn
ponbinaen
Pelaksanaal'l
dan Keglaian Usaha Hitir
tsumi
ian
Gas
nltinyak
Kegiatan r.rt.r",r, ii'r'-,
MinYith Cair i-i;::i Bltrtr:
6.PeraturanMenierlEnerqidar!SumberDayaN4lnerai}lomor0o4ETahpn
Penge\^'ilsan [i6h6n
2005 tentsng stand3, Jan Mutu ($nesillkagi) serta
LPG' ['NG ctan i{asil

Bakar lrlirr,vak' ar.ftu" Ba'<ar Gas' 3alrart Bakar Lain'
Olahsn lzang Dipas;:rsan Cl Dalarn Nogeri'
N4Ei/,UTl-iSKAN...
Code : RFP-001 /T003005/201 6-33
21 October 2016
,s
East Java LPG

Terminal Project

PERTAMINA
MEtvlr-lTUSK.A'N:
KEPUTUSAT.I trIREKTUR JENDERAL MINYAK DAN GAS BUMI

TT TAT.TC SPESIFIKASI BAI'1AN BA.KAR GAS JENIS t'QUEFIED
piraoteuut GAs (LPGIYANG DIPASARKAN Di DALAM NEGERI
Meretapkan
,ii l.ri,.
N4er:elapkan ':itan<jar dan rflu1u (spesifikasi) Bahan Bakar Gas ieqis
KESATU
L,;',;fi;F"t,o,o.,,u.r;ei(Lpc)yarrgDlpasa*andiDalairrNegeIl}'a]1o.
a. Sl.andar dan Mulu ispesifr[3s1] Bahan Bakar Ges Jenis .LFG"I'

C.arnpuran sebagaimana terca|]lum dalarn Lampiran
b.
c-
l Kep{,lqffin i'tl;
srandar cjan Mutlr (spesiiikasr) Bahan Ealtar Gas Jenis LP6.Propana
secagalmana tarcentunl Jalam Larnpiran ll ['eputusan.iRii ,,,

Stan.iar rlan tulutu (Spesi{ikasi) Bahan Bakar Gal Jeilrs LPG Butana
$ebagairnltrta tt:rcantun: datanr i.-ampiran lll Keputdsart inl'
rli
Dengarr trerlakunya Kepr.itusan ini,
-'a-t+'xqp
iE
51kTi l::iu:ut
tulinyh aon Gas Burnr Nonor 22301'Fi/10DJtd'T/290s tanggal GeS
(Spesifikasi) Bahan Ba<er ^11
Ncpember 2009 tentarg Staniar d-a1 tr$:u
(LFG)'YinS
@pasarkan di Daiarn Negeri
L"i,s f ,qrefied Petroteit,n Gas
KEDUA
ii
F.
KETIGA
e pu tr.rs
+n ini mr ai
rI
Lie
ila,Qt
,'i;"
carilia-,rd$
lete pkarr'
.,,,i;r'
''ililr...
_,,ii''
.:i,,i:' OTU,UO*An
di
Orutup*an <ji
,;;:i,:,,t:.y
,;;:i,:',):: . .:i:,i:'
<l
:-.;1;i:
,,.'i:.;.
pada tAnggal
Jakaila
3I Oesember2000
iender':t Min'Pk clan Gas Bumi
.lt
,^)
H, Legowo
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lr
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41 Menteri Energi clan Surnber Da7-E Mirerol
'1,. Menten Perhubungan
3, Menterl Percagangan
4. \4entcr: f\e0ara r-ingkungan
rlidup
Daya.Mineral
Jender.al Departemen Errergidznsurnber
h{inera!
Daya
S'9!!1
drtn
Ere'rgt
cupua"ntnn
lnsoektur
ESDhI
Pengenrbangan
dan
Penelilian
eudan
i, iJr*irii"
;G;"i
6.
i, X.irfi
?- Kelate
BPFI Migas
Code : RFP-001 /T00300S/201 6-53
21 October 2016
,rs

PERTAi,IINA
LA\4PIRAN
East Java LPG

Terminal Project
KEPUTUSAN DiRE|(TLIR .IENDERAL MINYAK DAN GAS SUMI
NOMCR : 2652i-K/tc/DJr,r.Ti2C09
TANGGAL : 31 Desenrhcr 2009
STANDAR DAN \,IUTU (SPESIFIKAS|) EAITAN tiAKAR GAS JENIS LPG CAMPURAN
Iletoda Uji
Batasan
Karakterislik
i,lo
Minimum
i T"kun.n Uap paeo tcooF
i tleathering lest pade
.[:srg
'
-f---
Maksimum
('/o
36'F
Yol
. Korosi Bilan Tenlbaga

;
-- i. --" '
5. I Kardungen Suliur Tolal
0.2784
'
Kandun.Jan Arr
(or0pOSisl:
7.
I
I
08
C-:
den
,'ii;l'ii
C.
if'
,ilt
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6^r
(C1,
la1 ka.d:.nQal ,
ridro&3'esn lairl y6,rq tebih :erat)

,1.;f..
8.
; Etrl atau Eul:l [lerh.uPta:]

"':li
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'
r'rl/
r60cr.G
klLr J-]ncerai M nyak dan Gas Burni
l:t
'ii.:
H, -egowo
' ;rr r'lli
.rir''
.u,ililt
't
l:1,,.
Code : RFP-001 /100300S/201 6-S3
21 October 2016
l.
,r
II
LAI4PIRAN
East Java LPG

Terminal Project

PERTAMINA
Y-EPUTUSA\I )|R.EKT[.IR JENDERA.I. MINYAK DAN GAS BULiI
NCMOR : 26525'x/r0/DJM'!/2oo'
TAI.|GGAL 3i. Ui:senber
2009
",{i
PROPANA
STANDAR DAN MUTU (SPESIFIKASI) BT.HAN BAKAR GAS JENIS LPG
El
ii.arakteristik
KaiT
dlrngan
S ulf trr
ii.:,,,.
atirsan
i t'linimrm i Maksimum i
i..---. .. --- -- ! . ----'-. *-l
057
Tolal
..
,5
i-.
* ---J--_.
o.zrol
--.
i
I
I
. .i-.
r'
secel
urrn
dita'nhahkcn Etil arou'b{*r i,lphapta n'

"t t:,
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ii
1.
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r.,
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ili;
"t'o''ii '+,
:,
rektur Jetrderal \'liriyak dan Gas Sumi
"',., '""'
i,.l
:i:.i
,tr.
''&,
iitll'
'lil;r.
Code: RFP-001 /T003005/201 6-53
21 October 2016
Page 46 of LPG SupplY Agreement
t.
,&
I.AIYIP
East Java LPG

PERTAfrlINA
Terminal Project
F.AN iI! KEPUTUSAN DIRE(TUR JENDEF.^L MINYAK DAN GAS
E1]I\4I
No[1cR
z(,r25.t<./tcip,ltt.r/2039
TANGGAL ll t:r:si:nber ?00!
sTAtiDAR DAN tvlUTU {SPESIFI{ASTiBAHAN BAKAR GAS JENIS LPG BtiTANA
Karakterislik
Metoda Uii:
Satuan
ASTM
1.
: 6erat Je:ns Relatil pad3 6oi60oF
7,
4.
', Vlleethedng lest Pada
Lain
D.1657
3df
i Kcrosi Bilan Tembaga
2'5
NiL
ti).
:ti.
SB
b"iunr
drr,an'r
bahksrr Eiil ati$i8(tlil Merl( aFtan
.ri:,\I
:i:
;. .11",..
'{lt
,'l
I
:''1
\.''i-:
".
'"tu
-:rr'i" \ir.
,,1"' " -, 'i .,,
'{q'
\.T,.l'
]--:
ktu( Jenoerai lvllnyak dan Gas Burrri
Lu'ij"r
',x.
-';:
';:i,r'tt
$r
rii
,,','
{r:.:n
l:i'.
,,,,"i.
in
Vi.
,,i:iiirdiiii.
Code : RFP-001 ff00300s/201 6-53
21 October 2016
l,
,s
East Java LPG

PERTAfrIINA
Terminal Project
KEUENTERIAN ENERGI DAN SUMBER DAYA MINERAL REPUBL]K INDONESIA
DIREKTORAT JENDERAL MINYAK DAN GAS BUMI

GEDUNG PT.AZACENTRIS MIGAS, JALAN H.R. RASUNASAID I(AV 8.5. JAI(ARTA 12910
TROMOL POS : 1296/JKT
100.12
TELEPON : (021) 5268S10
(HUNTING)
FAKSIMILE : (021)
5269114
e-{7ta7 :
/r*ras6mbas.esdm.oo.d
Nomor :5493/t8/DJM.t/2014
Lampiran :
Hal
Penambahan Penggunaan Alternatif

Metode Pengujian LPG
Yang ierhormat
Direktur Utama PT Pe(amina (Persero)
Jl. Medan Merdeka Timur No. 1A
Jakarta
'.it,,,.
r.
"
';
il
"ir.,"
,ii, ,ii't''
Menunjuk surat Direktur Umum PT Pertaminaii{Serserg) No 047110000012014S0 tanggal 7 Maret 2014 perihal permohonan F.,qFUUgn-Aan alternatif metode uji
parameter LPG dan berdasarkan evaluasi dan pefh.beha5dn bersama PT Pertamina
(Persero) dan PPPTMGB "LEMIGAS" atas usuf6tl.t5itnaksud, bersama ini kami dapat
menyetujui usulan penambahan penggunaAn.l:Sikinatif metode pengujian LPG

sebagai
berikut:
1. ASTM-2598 atau
lP
,,;if .,,.:,
432 sebagai pgnanibahan alternatif metode pengujian
specific gravity at 60/600 F;
2. ASTM-2598, ASTM-6897 elau lP 432 sebagai penambahan alternatif

3.
metode
pengujian vapour pressure at 100"F;
ASTM-6667, ASTM-3248,1 A6.tr1yf5594 atau ASTM228 sebagai penambahan
afternatif metode pengujian total sulfur.
Persetujuan, . penariibahan penggunaan alternatif metode pengujian LPG

diberikan dengan kqtentuan standar dan mutu (spesifikasi) LPG PT Pertamina
(Persero) waji!. memeftyfti ketentuan SK Dirjen Migas No 26525.K{1O|DJM.T/2009
tentang Standan dan Mutu (Spesifikasi) Bahan Bakar Gas Jenis Liquefied Petroleum
Gas (LPG}.yang Dipasarkan di Dalam Negeri.
,, Atgs perhatian Saudara, kami ucapkan terima kasih
':
; ..1
Tembusan:
1. Menteri Energi Sumber Daya Mineral
2. Sekretaris Jenderal KESDM
3. Kepala Balitbang KESDM
Code : RFP-001 /T00300S/201 6-53
21 October 2016
Page 48 ol LPG SupplY Agreement
l,
l8
Appendix
East Java LPG

Terminal Project

PERTAIIIINA
: LAYTIME
The Allowed Laytime in the LPG loading by the Vessel, is:
Vessel
Capacity
<1,000 MT
1,000 MT
Small
tz
1,700 MT
>1.700 MT - 2.500
MT
20
Pressurized
30 OR any amount from
calculation of the
Vessel capacity divided
the
s 8,000 MT
by 30, whichever is less.
Midsize
12 OR any amount lrom
the
calculation
Vessel capacity divided
by 12, whichever is less.
the
<10,000 MT
of
"dq$-#rv,+P
fitu*-d*rr,
r#'
16.
#fd@h&
S$," .d
''&Jir"
"sM{$F,
\:""
&,. .$fl
dd% 'q$tr
6 o$xt* *
{$
udej,r*
S
fis- '-%,,'e**fl
w.
'I!e' B
''8:Sk'
*&.""tftSfl
id.
'&t.
S
%,&t*d}
.d,r "yr
+*+rs'
p'
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i-t.tr tDclj
".{d
.fl
-s+
'.'#u--t:
#"*k ''%.
'q
,.ddlior,r.,-
\.
Code: RFP-001 /T003005/201 6-53
21 October 2016
L pERrAmlNA
ilEE,il''r'^U'J:*'il
,rB
Appendix
.5,fr|'i'flh:S
: THE TERMINAL
lThe Seller to insert the approved Terminal layout.l

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East Java LPG

Terminal Prolect
Appendix F3: Template for Mark-up of Draft Proiect Aqreement

Proposed Revisions to the Project
Agreement
lrerer to section 2.5)
Revision Form
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Copy to:
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Cr:,rnments to the Project Agreement shall be submitted in the following form:
PROPOSED REVISIONS TO THE PROJECT AGREEMENT
Agreement
Clause
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Background
Code:RFP-0O1/T00300/2016-53
21 October2016
Page 86

Pertamina (Part 3 of 3) LPG - 003 - Compressed PDF

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East Java LPG

Private and Confidential

Appendix F2: LPG Supplv Aqreement

'1.r. 1:, , 'i

Code: RFP-001 ff00300/20'l 6-53

Long-Term LPG Supply Agreement

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East Java LPG

Private and Conf idential

INVOICE AND PAYMENT....

TAXES AND COST

Code: RFP-001 ff00300s/201 6-33

East Java LPG

Private and Confidential

Buyer's Representation and

19.3. Obligations Following Force Majeure

Willful Misconduct and Gross

Code : RFP-001 /T003005/201 6-53

Page 2 of LPG Supply Agreement

East Java LPG

Private and Confidential

Long-Term LPG Supply Agreement

ln this Agreement, the following expressions have the following meanings:

Code: RFP-001 /T00300S/201 6-53

mejns tne date stipulated in the beginning of this Agreement.

meanJ ACCepteO-t-oaOing Daie, a specif iC date with a range

Page 3 of LPG Supply Agreement

East Java LPG

Private and Conf idential

Buyer's Facilities, as siiputiteo in the Supply Reioiness

a supply plan of LPG for one (1 ) Contract Year

Annual Supply Plan

has the meaning set out in Article 21.2.1 hereof

lading, a documenil ifl.iled oy the Seller

loading (since Disconnection of Hoses).

means the amo8nt f Slope multiplied by CP Aramco.

meani the mooring, docf, anchorage, wharf, submarine line,

ofsnciiib,-pdhtion, otfshore facility, alongside barges, lighters

-:,''""ilq{ ahy other mooring facility nominated by the Seller.

nab the meaning set out in RECITAL B hereof.

means a form of prolect development in which the Seller will

means any Day excluding Saturday, Sunday and any Day in

mean the hydrocarbon compound in the methane series

Specilication for Butane as specified in Appendix A hereto.

means the Mode of Transport designated by the Buyer lor

Code: RFP-001 /T003005/201 6-53

means the time and date for commencement of loading as

Page 4 of LPG Supply Agreement

Private and Conf idential

East Java LPG

documenUstatement, the time when LPG first passes the

has the meaning set out in the BOOT Agreement..

m m-i sCi o-nin

nis ine mdaning set out

in the BOOT Agreement.

the time and date as

ofl the time

sheeUstatement(s) of facts issued by the Terminal or, in the

of such a documenv staternent, the time of

Disconnection of Hoses from the Buyer's Facilities once the

for the first Contract Year, the period commencing on

fer eaeh subsequent Contract Year other than the last