Supplier Purchase Order

PT ANTARMITRA SEMBADA PO Number / Date

JL. FAJAR NO. 36, TELUK GONG SELATAN 8100000388 / 31.05.2021
RT 02/RW 17, KEL.PEJAGALAN 14450 Telephone
Telp : 08175416896 +62215055999 ext.
Fax : Email
Email : admin.sales@jkt3.ams.co.id toton@tzuchi.or.id
Up :

Consignee's Address Delivery date : 02.06.2021

Tzu Chi Hospital
JI.Pantai Indah Kapuk Boulevard
Kel. Kamal Muara, Kec. Penjaringan
Jakarta 14470

Incoterm : -
Payment Term : NT30 -Net Due in 30 Days
Acceptance of this Purchase Order is subject to the attached Terms and Conditions herewith, of which is incorporated and constituted as an
integral part of this Purchase Order
*This Purchase Order shall be sent back to us via email duly signed within 2(two) working days otherwise we have the right to cancel the PO

No. Material No. Description Price per Unit Discount Net Value
Unit
1 101201002205 Ryvel Syrup 5 mg/5 mL - 60 mL 50.000 75.000- 175.000
5 BTL
Description
2 101201002204 Ryvel Drops 10 mg/mL - 10 50.000 75.000- 175.000
5 BTL mL
Description
4 101201010201 Destavell Syrup 2.5 mg/5mL - 50.000 45.000- 105.000
3 BTL 60mL
Description
5 101304002201 Dehidralyte Oral Solution 200 15.000 13.500- 31.500
3 BTL mL
Description
8 103004002201 OstoGARD Tablet 180.000 108.000- 252.000
2 BOX
Description
9 103004003201 OstoBON Oral Powder 3 g 142.500 85.500- 199.500
2 BOX
Description

General Note
1. This Purchase Order shall be effective when it is signed and/or agreed in entirely
Supplier Page
by the seller and shall continue to be effective in relation to the abave mentioned Acknowledgement
item(s)
2. Purchase Order number(s) must appear on related correspondences, shipping 1/ 5
documents, and invoices
3. This is an Automatic Generated PO no signature required by the Buyer in this
documents
Acceptance of this Purchase Order is subject to the attached Terms and Conditions herewith, of which is incorporated and constituted as an
integral part of this Purchase Order
*This Purchase Order shall be sent back to us via email duly signed within 2(two) working days otherwise we have the right to cancel the PO

No. Material No. Description Price per Unit Discount Net Value
Unit
10 103007003201 Zamel Syrup 60 mL 37.500 56.250- 131.250
5 BTL
Description
11 103007004201 Zamel Drops 16 mL 39.500 59.250- 138.250
5 BTL
Description
12 103008003201 VitaMAM 3 Capsule 96.000 57.600- 134.400
2 BOX
Description
13 103008004201 VitaMAM 2 Capsule 96.000 57.600- 134.400
2 BOX
Description
14 103008007201 VitaMAM 1 Capsule 90.000 54.000- 126.000
2 BOX
Description
15 103102002201 Minowell Oral Powder 180.000 108.000- 252.000
2 BOX
Description
16 103102008201 Lactamam Tablet 180.000 54.000- 126.000
1 BOX
Description
17 104001006201 NoVELL Smoothing Cream - 30 220.000 198.000- 462.000
3 TUB g
Description
18 101201010202 Destavell Tablet 5 mg 204.000 122.400- 285.600
2 BOX
Description
19 103102021201 ASTAtin Capsule 4 mg 126.000 113.400- 264.600
3 BOX
Description
20 103102018202 Q-Ten Capsule 30 mg 157.500 94.500- 220.500
2 BOX
Description

Supplier Page
Acknowledgement

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Remark

IDR # THREE MILLION FIVE HUNDRED THIRTY-FOUR Total net Value excl. tax IDR 3.213.000
THOUSAND THREE HUNDRED # Tax code C1 ( VAT - In ) IDR 321.300
Total IDR 3.534.300

Supplier Page
Acknowledgement

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TERMS AND CONDITIONS
Unless otherwise specified hereinafter, the aforementioned Purchase Order is subject to the following terms and conditions :
1. Fixed Prices
The prices indicated in the Purchase Order are fixed and subject to no escalation until the order is completed. The price of the goods is excluding all kind of
taxes (VAT, etc) which may be imposed by the resident country of the Seller.
2. Delivery Term
The parties hereby agree that the specified delivery term in the Purchase Order shall be valid.
3. Packing
Goods covered by the Purchase Order shall be packed by the Seller in accordance with generally accepted industry standard. The Seller shall use commercially
means to ensure that each package is in point of sale condition acceptable to the Buyer upon arrival at the Buyer's premises.
4. Purchase Order
The Purchase Order number has to be stated for all the related correspondence, delivery documents, delivery marks to enable the Buyer arrange on time
payment.
5. Order Confirmation
The Seller has to countersign the Purchase Order or send an Order Confirmation or Acknowledgement to the Buyer, by the latest 2 (two) working days from the
date of the Purchase Order.
6. Bank Charges
Any bank charges shall be for the account of the Seller
7. Guarantee
7.1. The Seller guarantees that the goods furnished hereunder shall conform to the specification stated in the Purchase Order, be genuine, made by the
original authorized manufacturer,not violate any intellectual property rights and/or not come from illegal source or unlawful ownership, and/or not in the
conflict with third party in case, the goods do not meet such conditions, then the Seller shall pay to the Buyer an amount of monies equal to 10 ( ten ) times
price of such goods.
7.2. In addition, the seller shall be responsible and hold the Buyer harmless from any losses and damages arising out of any claims or law suits by any third
party for intellectual property rights infringement and/or ownership of the goods.
7.3. The Seller guarantees that the goods furnished hereunder shall be brand-new, be in good quality and condition, not expired, and within the next 7
(seven) days, inspect the rejected good(s). Should the Seller fail to inspect the rejected good(s) within the above time limit, the Seller is considered to have
accepted the Buyer's claim as final result. The Seller shall, by the latest 60 (sixty) days as of notification or the agreed period by the Buyer, refurnish or replace
the rejected good(s) with new ones or make up the shortage, falling which shall entitle the Buyer to demand for liquidated damages. All extra cost incurred
thereof due to such defect(s), non-conformity, or shortage will be on the Seller's account.
8. Liquidated Damages Clauses
8.1. Late Delivery
In the event that any delivery should be delayed from the agreed arrival date at the Buyer's premises, and such delays are not caused by reason originated
from the Buyer or Force Majeure, the Seller shall pay to the Buyer 0,2% of the Purchase Order value, for each day of late delivery, up to a maximum of 10% of
the Purchase Order value. If the liquated damages stated above exceed 10% of the Purchase Order value, the Buyer may cancel the Purchase Order and
re-purchase form sources, any increased cost that will cost shall be charged to the Seller.
8.2. Non Delivery
Failure to fulfil the Purchase Order in all or portion of it for whatever reason, except by reason originating from the Buyer or Force Majeure, will result in the
cancellation of the Purchase Order or the corresponding portion of it, and the Seller shall pay 10% of the Purchase Order or the corresponding portion value.
In such event the Seller is obliged to return all payment received from the Buyer or the corresponding portion, and should the Buyer re-purchase the order
from other sources, any increased cost that will occur from the new transaction shall also be charge to the Seller.
9. Advance Payment
9.1. In the event that the Buyer agree to make an advance payment prior to the Goods delivery (the "Advance Payment"), then at latest on the
Delivery Date started in the PO, the Seller shall have the obligation to deliver to the Buyer the following documents: (a) for local Seller, they shall deliver the
delivery note / delivery order which has already been signed and stamped by the Buyer's warehouse, (b) for overseas Seller, the shall deliver the original Bill
of Lading.
9.2. In the event that the Seller cannot provide the documents as stated in Clause 9.1. above then the Seller shall return all the Advance Payment to the
Buyer at the latest two weeks after the Delivery Date stated in the PO.
10. Prohibition on Gift, Commission, etc.
If the Seller or the Seller's organization has provided benefits to the Buyer's employee(s) or members of their family, the Buyer reserves the right to execute
the following actions:
10.1. The Buyer may at its sole discretion terminate all contract and/or any Purchase Order(s) placed to the Seller.
10.2. The Seller shall return all payments, related to the transaction/project in questions, received previously from the Buyer.
10.3. The Seller shall pay an amount of monies equal to one hundred (100) times the value of any benefit(s) given to the Buyer's employee(s) and/or their family.
10.4. The Seller shall use its best efforts to fully co-operate with the Buyer to file criminal proceedings against any employee(s) who has been involved.
11. Assignment
Neither Party shall be entitled to assign any obligation and/or right under the Purchase Order to third party without prior written approval from the other
Party.
12. Force Majeure
12.1. If the Parties hereto are prevented from performing any obligations hereunder due to any cause which is beyond the non-performing party's
reasonable control, including but not limited to, fire, explosion, flood, or other acts of God, acts, regulations, or laws any government, war or civil
commotion, terrorist activity, strike, lock-out, or labour disturbances, or failure of public utilities or common carriers ("Events of Force Majeure"), such
non-performing party shall not be liable for breach of this Purchase Order. If the Event of Force Majeure last for more than thirty (30) days or is expected to
last longer than thirty (30) days, then either Party is entitled to immediately terminate the Purchase Order by simple written notice in writing and without
either Party being entitled to any claim for damage. Otherwise both parties' right and new time schedules and supply dates shall be agreed upon, in writing,
between the Parties hereto.
12.2. The performance of the Parties' obligations shall be suspended for as long as Events of force Majeure continue to exist, it is being understood that
each Party shall take all steps and efforts to limit the effect of force majeure by resorting to the alternative measures.
12.3. If this Purchase Order or a part thereof is terminated by either Party, as stated above, due to force majeure, such termination shall be without
prejudice to the rights of either Party which may have accrued up to the date of termination.
12.4. Either Party shall notice to the other Party in writing of the existence of Events of Force Majeure with details of consequences and Seller's action
to reduce and take steps to limit the consequences and estimated period of force majeure within seven (7) days as of the occurrence of such Events of Force
Majeure was notified by the effected Party. For avoidance of doubt, the notice of occurrence of Events of Force Majeure shall not later than thirty (30) days
after the occurrence of such Event of Force Majeure. The same provisions shall apply to the occurrence of termination of force majeure. A Party who is
default these stipulations shall have no right to invoke force majeure.
13. Other Conditions
13.1. The Parties shall bear its own taxes in accordance with the prevailing tax law and regulations.
13.2. The Seller shall, within 7 business days after they issued their tax invoices, submitted to each of the Tzu Chi Hospital Procurement Department
the following documents against the payment will be mate:
a. Original Invoice
b. Original Tax Invoice (dated the same with invoice)
c. Original Travel Permit Stamped by expedition company and/or our representative
d. Countersigned of Purchase Order
e. Other documents needed by the financier
In the event that the Supplier made a late submission of the above mentioned documents then the Purchaser shall not be responsible for the Value Added
Tax of such invoice.
13.3. The Buyer shall have the right to set-off, withhold or nullify the application by the Seller for payment or any approval for payment
to such extent as may be necessary to protect the Buyer from sustaining any loss on account of non-payment by the Seller of any of his dues to the Buyer on
any account whatsoever and release the amount withheld only after satisfactory fulfilment by the Seller.
13.4. The Seller hereby agrees and acknowledges that the liquidated damages offered in this Terms and Conditions are reasonable and genuine
pre-estimates of the loss that the Buyer is likely to suffer in relation to any breach hereunder.

Supplier Page
Acknowledgement

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13.5. This Terms and Conditions shall be effective when the Purchase Order is signed and/or agreed in its entirety by the Seller and shall continue to be
effective in relation to the said goods.
13.6.
A) if the Seller is non-Indonesian and non-Chinese (People's Republic of China) entities this clause shall be valid:
(i) The Purchase Order shall be governed by Laws of Republic of Singapore.
(ii) In the event that any dispute arises between the Buyer and the Seller in relation to any matter arising out of or in connection with the
Purchase Order, the Buyer and the Seller irrevocably submit to the jurisdiction of Singapore Court, which shall have exclusive jurisdiction over such
disputes. The Seller and the Buyer agree to waive any objections to proceedings in any such court on the grounds of venue or on the grounds that
the proceedings have been brought in an inconvenient forum.
B) If the Seller is Chinese (People's Republic of China) entity this clause shall be valid:
(i) This Purchase Order shall be governed by and construed in accordance with the laws of the People's Republic of China.
(ii) Any dispute arising out of or in condition with this Purchase Order, including the validity, invalidity, breach or termination thereof
shall be settled through friendly negotiations by both parties. In case no settlement can be reached through negotiations, the parties shall
irrevocably submit the foresaid dispute to Shanghai International Economy and Trade Arbitration Commission (SHIAC) for arbitration which shall be
conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The seat of arbitration shall be in
Shanghai. The arbitral award is final and binding upon both parties.
C) If the Seller is Indonesian entity this clause shall be valid:
(i) The Purchase Order shall be governed by laws of Republic Indonesia.
(ii) In the event that any dispute arises between the Buyer and the Seller in relation to any matter arising out of or in connection with the
Purchase Order, the Buyer and the Seller irrevocably submit to the jurisdiction of Central Jakarta District Court, which shall exclusive jurisdiction over
such disputes. The Seller and the Buyer agree to waive any objections to proceeding in any such court on the grounds of venue or on the grounds
that the proceedings have been brought in any inconvenient forum.
(iii) The Seller and the Buyer hereby waive Article 1266 and 1267 of the Indonesian Civil Code to the extent that judicial determination of
the Purchase Order is required as a precondition to terminate or cancel the Purchase Order or to enable any Party to claim damages or to demand
specific performance.
13.7. A person who is not a party to the Purchase Order shall have no rights to enforce any of its terms under this Terms and Conditions.
13.8. The Parties represent and warrant that they have full power and authority to enter into this transaction and to comply with all obligations hereunder,
and all governmental, corporate and other approvals and action appropriate or necessary to authorize the execution, delivery and performance of the
Purchase Order by the Parties have been obtained and/or taken
13.9. In case of conflict, the Purchase Order shall override the provisions imposed under this Terms and Conditions.

Conditions Of Invoice
1. Invoice has to state PO number and payee as per PO
2. Goods description, specification, delivery terms / sales terms, currency and unit price, have to be precisely the same as the one stated in the PO
3. Payment will be made to the Supplier in accordance with terms and conditions as stated in the PO. In case shipper of the Goods is not the same as
beneficiary of the PO / WO, and the Supplier has appointed third party to act on behalf of the Supplier in delivering the Goods to the Purchaser or doing the
work as well as receiving the payment, the Supplier shall provide the sales confirmation / letter to explain the following:
- Where the Goods is coming from.
- Who the shipper (name and complete address) is.
- Complete bank details of the shipper.
4. For service payment, document requirement is as follow :
If payment term is TT in Advance
* Invoice
- Invoice should be received not more than 2 weeks from its issuance date, nevertheless should be in the same month with the invoice date
- Breakdown / separate invoice between service charge and spare parts charge (if any)
* Counter Sign PO
* TRC (Tax Resident Certificate)
- TRC valid for one year from issue date and only for foreign Supplier
- Invoice date should not be earlier than the TRC issuance date
If payment term is TT in 30 days and above
* Invoice
- Invoice should be received not more than 2 weeks from its issuance date, nevertheless should be in the same month with the invoice date
- Breakdown / separate invoice between service charge and spare parts charge (if any)
* Counter Sign PO
* TRC (Tax Resident Certificate)
- TRC valid for one year from issue date and only for foreign Supplier
- Invoice date should not be earlier than the TRC issuance date
* Time Sheet, Assignment Letter and Copy Passport (for repair on site with payment terms TT 30 days and above)
* Service Report (for TT 30days and above)
For withholding tax issue, 0% will be applied to the certain countries that provide TRC and the period of services should not be more than the time test period
agreed between the countries
Without TRC, and for other country that doesn't have tax treaty, will be deducted 20% from invoice amount, for example is Hong Kong.
If the period of services exceeded the time test period, the withholding tax will be subject to Indonesian tax (PPH pasal 23)
PO, if any of the above conditions are not able to fulfilled by the Supplier, Purchaser shall have the right to postpone or withhold the payment until all the
conditions are fulfilled by the Supplier.

Supplier Page
Acknowledgement

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