Doc. No. : HASIDN-GTC-002 Rev 1.

Date : 13-Oct-2014

General Conditions of Contracts

for Technical Advisory Service

These General Conditions of Contracts for Technical Advisory Service (hereinafter called the “General Conditions”) shall apply
to and constitute a part of (i) the quotations, price proposals and estimates (hereinafter called the “Quotation”) that PT. Hitachi,
Asia Indonesia.(hereinafter called “Seller”) may submit to a third party (hereinafter called “Buyer”) as offers for the supply of
technical advisory services (hereinafter called “Technical Advisory Service” and more specifically defined under Section 3
hereof) as well as (ii) all contracts for or involving Technical Advisory Service to be rendered by Seller (hereinafter collectively
called the “Contract”).

1. Effective Date of Contract

(1) The Contract shall become effective upon receipt by Seller of Buyer’s request for Technical Advisory Service in
response to the Quotation (hereinafter called “Order”), regardless of whether such request is indicated as a part of
another document, such as a purchase order conforming to (i) the terms and conditions of the Quotation within the
validity period stipulated in the said Quotation, and (ii) other terms and conditions, if any, offered in writing by Seller.
The Quotation, the written terms and conditions, if any, offered by Seller, these General Conditions, Buyer’s Order
subject to Subsection (2) of this Section 1, and any additional written agreement in case of Subsection (2) of this
Section 1, shall constitute the Contract. If Seller deems appropriate, Seller may send its confirmation of receipt of
Buyer’s Order to Buyer within a reasonable period; provided, however, that the lack of such confirmation shall not
affect the validity of the Contract.
(2) If Buyer submits to Seller an Order not conforming to (i) or (ii) of Subsection (1) of this Section 1 (including, but not
limited to, the event that one or more conditions not set forth in (i) or (ii) of Subsection (1) of this Section 1 have been
included in such Order), no Contract shall become effective unless and until any such non-conformity is settled and
agreed in writing by Seller and Buyer.
(3) When the approval, permit or any other authorization of the government is required for the Contract to be effective, the
Contract shall become effective subject to such governmental authorization, notwithstanding Subsection (1) of this
Section 1.

2. Special Conditions
(1) Special conditions such as the number and term of technical personnel dispatched by Seller (any such personnel shall
be called the “Technical Advisor”), the place where Technical Advisory Service shall be rendered (hereinafter called
the “Job Site”), the scope and conditions of Technical Advisory Service, service charges and payment terms, taxes and
other charges, warranty, modifications (if any) of these General Conditions, and all matters not provided for in these
General Conditions shall be in accordance with the Quotation or as agreed upon between Seller and Buyer in a separate
written agreement (hereinafter collectively called the “Special Conditions”).
(2) In the event that there is a conflict among these General Conditions, the Quotation and the separate written agreement
as between Seller and Buyer, Seller and Buyer shall resolve such conflict by observing these General Conditions, the
Quotation, and the separate written agreement in the following order of priority:
(i) the separate written agreement between Seller and Buyer
(ii) the Quotation
(iii) these General Conditions

3. Scope of Technical Advisory Service

(1) “Technical Advisory Service” means the engineering and technical guidance, advice and counseling to be rendered
by the Technical Advisor for the erection, installation, testing, commissioning, and/or maintenance of the plant,
equipment, and/or machinery supplied by Seller (hereinafter called “Seller-Supplied Equipment”). For the avoidance
of doubt, it is mutually acknowledged by Seller and Buyer that the erection, installation, testing, commissioning,
and/or maintenance of Seller-Supplied Equipment (hereinafter called the “Work”) shall be carried out by Buyer or
Buyer’s contractors. The Technical Advisor shall render Technical Advisory Service based on Seller’s installation
manual, site test procedure (testing manual), and/or progress schedule chart as well as any other currently available
engineering, manufacturing, installation, and operating practices adopted by Seller for Seller-Supplied Equipment
involved. Technical Advisory Service includes neither any responsibility for the supervision or management of
Buyer’s employees, agents or contractors, nor any responsibility for planning, scheduling or management of the Work.
(2) Technical Advisory Service and all communications relating to the Contract shall be in the English language.

PT. Hitachi Asia Indonesia

Menara BCA 38th Floor Suite # 3804 & 3805, Jl. M.H. Thamrin No. 1, Jakarta 10310, Indonesia Tel: +6221 2358 6757 Fax: +6221 2358 6755
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4. Preparation
(1) Buyer shall inform Seller of the preferred arrival date of the Technical Advisor at least sixty (60) days in advance of
such date so that necessary preparations may be arranged by Seller and Buyer.
(2) All instruments, supplies and utilities necessary for the Work, including, but not limited to, hoists, scaffolding, fuel,
electricity, oil and water, and any other instruments, supplies and utilities requested by Seller or the Technical Advisor
shall be furnished and maintained by Buyer at the Job Site at Buyer’s expense, and all other necessary preparations
shall also be arranged by Buyer at Buyer’s expense.
(3) Buyer shall, at all times during the term of Technical Advisory Service, provide a sufficient number of personnel who
are qualified, skilled, and experienced to carry out the Work. If any such personnel, in the judgment of Seller or the
Technical Advisor, persists in any misconduct or lack of due care, or performs incompetently or negligently, Seller or
the Technical Advisor may require Buyer to remove (or cause to be removed) any such personnel and appoint suitable
replacements.

5. Working Hours
(1) Normal working days for the Technical Advisor shall be five (5) days a week and normal working hours shall be eight
(8) working hours a day during daytime and a total of forty (40) working hours a week; provided, however, working
days and hours may be adjusted in accordance with the local calendar and working customs applicable to the area or
country where the Job Site is located. Nevertheless, Buyer shall not require the Technical Advisor to render Technical
Advisory Service during the period between ten (10) p.m. and six (6) a.m. without the express written consent thereto
by Seller.
(2) Overtime work and work on holidays of the Technical Advisor shall be subject to the mutual written agreement of the
Technical Advisor and Buyer’s superintendent, designated representative or any other person in charge as notified in
writing to Seller in advance (hereinafter called “Buyer’s Superintendent”), and shall be further subject to the
provisions of Section 12 below.
(3) The Technical Advisor shall be entitled to paid leave for health reasons or other reasonable considerations.
(4) If the scheduled or actual period of Technical Advisory Service exceeds twelve (12) months, the Technical Advisor
shall be entitled to a holiday trip back to Japan or another location with business class air travel arrangements at
Buyer’s expense. Such holiday trip shall be for a minimum period of fifteen (15) days of absence from the Job Site.
The same conditions shall apply toeach successive twelve (12) month period.
(5) During the holiday trip back to Japan or another location of the Technical Advisor as provided for in Subsection (4) of
this Section 5, if Buyer so requests, Seller shall dispatch a substitute Technical Advisor. Service charges and business
class travel expenses for such substitute Technical Advisor shall be at Buyer’s expense.

6. Waiting or Idle Time, Suspension and Schedule Acceleration

(1) Buyer shall be charged for any waiting or idle time of the Technical Advisor together with any damages and costs
incurred by
Seller when:
(i) all or part of the performance of the Contract is suspended due to Buyer’s failure to make the Job Site ready
for the Work and/or Technical Advisory Service while such Technical Advisor is ready to attend the Job Site;
(ii) all or part of the performance of the Contract is suspended due to any cause beyond the control of Seller or
the Technical Advisor, including, but not limited to, Force Majeure as defined in Section 15; or
(iii) when Buyer requests Seller to suspend all or part of the performance of the Contract until Buyer gives further
notice to Seller to resume the performance of the Contract.
(2) In the event any such waiting or idle time set forth in Subsection (1) of this Section 6 is expected to exceed one (1)
month or does in fact exceed one (1) month, Seller reserves the right to reassign the Technical Advisor to another site
or to recall the Technical Advisor to Japan or another location. All travel expenses of the Technical Advisor for the
reassignment and/or travel expenses in connection with the dispatch of a substitute Technical Advisor (as Seller shall
determine) to the Job Site shall be borne by Buyer.
(3) Seller shall have the right to suspend the performance of the Contract (or any portion thereof) if:
(i) Buyer becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee
appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or
insolvency laws;
(ii) any representation or warranty made by Buyer in the Contract or in any document or certificate furnished by
Buyer in connection with the Contract proves to be incorrect in any material respect; or
(iii) Buyer fails to comply with any material terms or provisions of the Contract, including, but not limited to,
failure to make any payment when due or fulfill any payment conditions.

PT. Hitachi Asia Indonesia

Menara BCA 38th Floor Suite # 3804 & 3805, Jl. M.H. Thamrin No. 1, Jakarta 10310, Indonesia Tel: +6221 2358 6757 Fax: +6221 2358 6755
www.hitachi.co.id

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If Seller elects to continue to perform the Contract in spite of the occurrence of any of (i), (ii), or (iii) of Subsection (3)
of this Section 6, Seller’s actions shall not constitute a waiver of any default by Buyer or in any way affect Seller’s
legal remedies for such default.
(4) Notwithstanding anything to the contrary in the Contract, in the event that, due to any cause whatsoever beyond the
control of Seller or the Technical Advisor, including, but not limited to, Force Majeure as defined in Section 15, (i)
commencement of Technical Advisory Service is delayed for more than three (3) months in aggregate, or (ii) the term
of the Technical Advisor is extended for more than three (3) months in aggregate beyond the original term, Seller
reserves the right to adjust the service charges and/or other necessary conditions, and may replace the Technical
Advisor at Buyer’s expense. In case of replacement, Buyer shall bear the expenses in connection with such
replacement.
(5) If an increase in the number of Technical Advisors is necessary as a result of Buyer’s request for acceleration of the
Work, Seller may increase the number of Technical Advisors at Buyer’s expense. Buyer shall increase the number of
qualified personnel and equipment and/or utilities as may be necessary for such acceleration of the Work, with the
advice of Seller or the Technical Advisor.

7. Transportation
(1) Buyer shall arrange for the Technical Advisor an air ticket (business class) of an airline acceptable to Seller from the
place of departure for the Job Site and from the Job Site to the next destination, and shall ensure that the itinerary or
receipt of such air ticket with the booking reference number is received by Seller at least fourteen (14) days prior to the
departure date of the Technical Advisor from the place of departure for the Job Site. If Buyer cannot provide an air
ticket to Seller in time, Buyer shall pay all expenses incurred by Seller for alternative ticket arrangements, including,
but not limited to, Seller’s handling expenses, no later than thirty (30) days from the issuance date of Seller’s invoice to
Buyer. Buyer shall bear all transportation expenses, including additional freight charges for any items necessary for
Technical Advisory Service and a reasonable amount of transportation fees for the personal effects of the Technical
Advisor.
(2) Buyer shall arrange for and bear all costs for local and daily transportation expenses of the Technical Advisor within
the area or country where the Job Site is located, including, but not limited to, expenses for transportation by rail or sea
(air-conditioned first class or the equivalent thereof), air (business class), bus or car, as well as applicable insurance
premiums.

8. Accommodations
(1) Seller shall arrange for accommodations for the Technical Advisor in suitably furnished, convenient and safe hotels
suitable for business travel. However, upon request by Seller, Buyer shall provide safe and well furnished living
accommodations, as shall be approved by Seller in advance, equivalent to what would ordinarily be provided for
Buyer’s Superintendent when away from home and on business travel. Buyer shall ensure that suitably equipped work
and office space is available for use by the Technical Advisor.
(2) Upon request by Seller, Buyer shall arrange for daily meals for the Technical Advisor and the use of suitable kitchen
facilities, as well as procure ingredients and foodstuff for the Technical Advisor to prepare meals. Payment of related
charges shall be made by Buyer directly.

9. Site Office
The Technical Advisor shall be allowed to use suitably equipped work, office space and Buyer’s communication facilities such as
telephone, fax and Internet for business purposes. Such costs shall be borne by Buyer.

10. Health and Safety

(1) Buyer shall ensure the security, safety and well-being of the Technical Advisor both at the Job Site and residence area.
Should the security, safety or well-being of the Technical Advisor be threatened or endangered as a result of any
circumstances including famine, epidemic, rebellion, riot, hostility, or any other causes whatsoever, Buyer shall adopt
the safest measures possible under the circumstances, including, but not limited to, instruction and guidance to the
Technical Advisor of the safest evacuation route and/or place.
(2) If Seller or the Technical Advisor determines that the security, safety or well-being of the Technical Advisor will not be
ensured in spite of the measures taken by Buyer, Seller may, at any time with notice to Buyer, suspend Technical
Advisory Service without prejudice to the rights then held by Seller, and the Technical Advisor may leave the Job Site,
residence area or the area or country where the Job Site is located, until Seller has determined that such threat to
security, safety or well-being of the Technical Advisor has ceased.
(3) In the case of Subsection (2) of this Section 10, or in the event that Buyer requests the Technical Advisor to leave the
Job Site, residence area or the area or country where the Job Site is located, related expenses therefor shall be borne by
Buyer.
(4) In the event of illness of or accident to the Technical Advisor during the term of Technical Advisory Service in the area
or country where the Job Site is located, Buyer shall provide first aid and give the Technical Advisor access to prompt

PT. Hitachi Asia Indonesia

Menara BCA 38th Floor Suite # 3804 & 3805, Jl. M.H. Thamrin No. 1, Jakarta 10310, Indonesia Tel: +6221 2358 6757 Fax: +6221 2358 6755
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and proper medical treatment at the best facility available. In the event the Technical Advisor is incapacitated, Seller
may recall the incapacitated Technical Advisor to Japan or another location. In the event of death of the Technical
Advisor , Buyer shall arrange for the proper transportation of the body of the Technical Advisor to Japan or another
location as specified by Seller.
(5) If necessary, Seller will, upon consultation with Buyer, provide a substitute Technical Advisor as soon as possible.
(6) Buyer shall bear the medical and death-related expenses of the Technical Advisor; provided that Buyer shall not be
required to bear such expenses when the cause thereof was an accident solely attributable to the Technical Advisor or
an illness suffered by the Technical Advisor prior to his or her departure for the Job Site.

11. Insurance
Buyer shall obtain and maintain, during the term of Technical Advisory Service and one (1) year after the completion of
Technical Advisory Service, comprehensive third party liability insurance and erection all risk insurance acceptable to Seller.
Upon request by Seller, Buyer shall submit a copy of said insurance policy to Seller prior to the commencement of Technical
Advisory Service. If Buyer cannot provide the above insurance, Buyer shall bear the premium of said insurance obtained by
Seller.

12. Payment
(1) The daily rate of service charges as specified in the Special Conditions shall be payable from the departure date of the
Technical Advisor from the place of departure for the Job Site until the date of arrival at the next destination (inclusive
of both such dates).
(2) Overtime work or work on holidays shall be payable at additional daily or hourly rates as specified in the Special
Conditions.
(3) All service charges and rates as specified in the Special Conditions shall be net amounts without deductions, and
Buyer shall pay any taxes and/or other charges imposed in the area or country where the Job Site is located in relation
to Technical Advisory Service.
(4) Payment shall be made by Buyer to Seller no later than thirty (30) days from the issuance date of Seller’s invoice to
Buyer. Interest at a rate of one percent (1%) per month, or the highest rate permitted by applicable law, whichever is
lower, shall accrue and be payable on any overdue balance.
(5) Notwithstanding anything to the contrary in the Contract, upon request by Seller at any time, Buyer shall provide a
form of payment security acceptable to Seller in an amount not to exceed the service charges for Technical Advisory
Service (hereinafter called the “Contract Price”).
(6) Notwithstanding anything to the contrary in the Contract, Seller may require full or partial advance payment of the
Contract Price, if the financial condition of Buyer does not, in the judgment of Seller, justify continuation of Technical
Advisory Service.

13. Warranty
(1) Seller warrants that, for the warranty period specified in Subsections (2) and (3) of this Section 13, Technical Advisory
Service provided hereunder shall be based on Seller’s installation manual, site test procedure (testing manual), and/or
progress schedule chart as well as any other currently available engineering, manufacturing, installation, and operating
practices adopted by Seller for the Seller-Supplied Equipment involved.
(2) For Technical Advisory Service to be rendered together with Seller-Supplied Equipment, the warranty period for
Technical Advisory Service shall be identical to the warranty period given by Seller for such equipment.
(3) For Technical Advisory Service to be rendered for any reason other than those set forth in Subsection (2) of this
Section 13, the warranty period shall be one (1) year from the completion of Technical Advisory Service.
(4) THE EXPRESS WARRANTIES IN THIS SECTION 13 ARE THE SOLE AND EXCLUSIVE WARRANTIES
GIVEN BY SELLER IN RELATION TO THE CONTRACT AND ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES.

14. Limitation of Liability

(1) Seller’s total liability for any claims of any kind, in connection with or arising from the Contract or Technical Advisory
Service, shall be limited to the portion of the remuneration received by Seller for Technical Advisory Service
attributable to Seller- Supplied Equipment. In no event shall Seller’s total liability for all claims of any kind, in
connection with or arising from the Contract or Technical Advisory Service, exceed one hundred percent (100%) of the
Contract Price between Seller and Buyer for Technical Advisory Service.
(2) In no event shall Seller be liable for any damage, loss or injury to persons or property, except when such damage, loss
or injury is directly attributable to the gross negligence of the Technical Advisor or Seller.
(3) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE,
INCIDENTAL OR INDIRECT LOSSES OR DAMAGES IN CONNECTION WITH OR ARISING FROM THE
CONTRACT OR TECHNICAL ADVISORY SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE,

PT. Hitachi Asia Indonesia

Menara BCA 38th Floor Suite # 3804 & 3805, Jl. M.H. Thamrin No. 1, Jakarta 10310, Indonesia Tel: +6221 2358 6757 Fax: +6221 2358 6755
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LOSS OF PRODUCTION, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF OPPORTUNITY, LOSS OF
CONTRACT, INTERRUPTION OF BUSINESS, COST OF CAPITAL, CLAIMS OF CUSTOMERS FOR SERVICE
INTERRUPTIONS, OR COSTS INCURRED IN CONNECTION WITH SUBSTITUTE FACILITIES OR SUPPLY
SOURCES.
(4) For the purpose of any claims by a third party in connection with Technical Advisory Service, it is specifically
understood that Seller and the Technical Advisor are the agents and servants of Buyer.
(5) Seller’s total liability for any and all claims of any kind, in connection with or arising from the Contract or Technical
Advisory Service, shall terminate upon the expiration of the warranty period for Technical Advisory Service specified
in Subsections (2) and (3) of Section 13 above. This provision, however, shall not be construed as prohibiting Buyer to
commence an action for claims accruing during the applicable warranty period after expiration of the said warranty
period, if such an action is commenced within the time period permitted in accordance with the applicable statute of
limitations or statute of repose; provided, however, that such time period shall in no event be longer than one (1) year
after the expiration of such warranty period.

15. Force Majeure

(1) “Force Majeure” shall mean any event beyond the reasonable control of Seller or the Technical Advisor, and which is
unavoidable notwithstanding the reasonable care of the affected party, including, but not limited to, acts of God, fire,
earthquake,flood, typhoon, hurricane, other natural disasters, terrorism, and threat thereof, war (declared or
undeclared), epidemic, quarantine, radioactive contamination, material shortages, any act (or omission) by any
governmental authority, insurrection, strikes, riots, labor disputes, and transportation delay or shortages.
(2) Seller shall not be liable nor deemed to be in breach or default of its obligations under the Contract to the extent
performance of such obligations is delayed or prevented, directly or indirectly, as a result of Force Majeure. Seller’s
obligations under the Contract shall be suspended for as long and to such extent as may be justified by the
circumstances. If Seller incurs additional expenses due to Force Majeure, such additional expenses shall be borne by
Buyer.
(3) If the delay or non-performance due to Force Majeure continues for more than one hundred twenty (120) days in
aggregate, the Contract shall be terminated, unless otherwise agreed in writing by Seller and Buyer before the end of
such period. Upon such termination, neither Seller nor Buyer shall have any further obligation to perform under the
Contract nor to make any further payments other than payment for Technical Advisory Service rendered prior to the
termination.

16. Termination
(1) Buyer shall have the right to terminate the Contract (or any portion thereof) for cause if:
(i) Seller becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee
appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or
insolvency laws; or
(ii) Seller substantially breaches any of its material obligations hereunder (but only with respect to a material
obligation for which the Contract does not provide an exclusive remedy), provided that:
(a) Buyer shall first have provided Seller with written notice of the nature of such breach and of
Buyer’s intention to terminate the Contract as a result of such breach; and
(b) Seller shall have failed, within 30 days after receipt of such notice (or such extended period as is
considered reasonable by Seller and Buyer), to either:
1) commence to cure such breach and to pursue such cure diligently thereafter; or
2) provide reasonable evidence that no such breach has occurred.
(2) Seller shall have the right to terminate the Contract (or any portion thereof) if:
(i) Buyer becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee
appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or
insolvency laws;
(ii) any representation or warranty made by Buyer in the Contract or in any document or certificate furnished by
Buyer in connection with the Contract proves to be incorrect in any material respect;
(iii) Buyer fails to comply with any material terms or provisions of the Contract, including, but not limited to,
failure to make any payment when due or fulfill any payment conditions; or
(iv) a suspension under Section 6 continues for more than one hundred twenty (120) days in aggregate.
(3) If Buyer terminates the Contract pursuant to Subsection (1) of this Section 16, Buyer shall pay to Seller that portion of
the Contract Price allocable to Technical Advisory Service rendered prior to the termination.
(4) If the Contract (or any portion thereof) is terminated for any reason other than those set forth in Subsection (1) of this
Section 16,Buyer shall pay to Seller that portion of the Contract Price allocable to Technical Advisory Service rendered
prior to the termination, plus a cancellation charge equal to twenty percent (20%) of that portion of the Contract Price
allocable to Technical Advisory Service yet to be rendered under the Contract. In addition, Buyer shall compensate
Seller for any and all reasonable costs incurred by Seller in connection with a termination, including, but not limited to,

PT. Hitachi Asia Indonesia

Menara BCA 38th Floor Suite # 3804 & 3805, Jl. M.H. Thamrin No. 1, Jakarta 10310, Indonesia Tel: +6221 2358 6757 Fax: +6221 2358 6755
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a reasonable amount of interest on the delay of payments, reasonable expenses in connection with collection costs and
reasonable attorney’s fees.
(5) This provision shall not be construed as prohibiting Seller from claiming against Buyer, without terminating the
Contract, for compensation of any and all damages and costs incurred by Seller in connection with Buyer’s breach of
any representation or warranty made by Buyer or Buyer’s failure to comply with any terms and provisions of the
Contract.

17. Modifications
(1) Seller and Buyer shall each have the right to request reasonable modifications of the conditions, service charges and
payment terms of Technical Advisory Service under the Contract and shall consider any such requests in good faith. If
Seller and Buyer agree in writing on any modifications, the Contract shall be amended to reflect the change.
Adjustments shall be made based on mutual written agreement between Seller and Buyer. Seller is not obligated to
proceed with any modification until Seller and Buyer have agreed in writing to such modification.
(2) The Contract shall be considered as amended, modified or supplemented when mutually agreed in writing and executed
by the duly authorized representative of each of Seller and Buyer.

18. Compliance with Laws and Regulations

(1) Buyer shall obtain all necessary local permits and licenses, including, but not limited to, visas and work permits for the
Technical Advisor, collect and timely provide Seller with the necessary information concerning laws and regulations
locally applicable to Technical Advisory Service and to the taxes and similar obligations connected therewith, and
assist Seller and the Technical Advisor in complying with such laws and regulations. If there are any changes in such
laws and regulations, Buyer shall notify Seller of such changes and take necessary measures to comply with such
changes.
(2) Seller shall not be liable for any delay in or failure of the performance of the Contract if such delay or failure is
attributable to the denial, revocation, restriction, or non-renewal of any local permit or license, and Buyer shall not be
relieved of its obligations to pay Seller for Technical Advisory Service despite such delay or failure.

19. Confidentiality
(1) Buyer shall keep strictly secret and confidential any information received from Seller or Technical Adviser directly or
indirectly in connection with the Contract designated in writing as “confidential” or “proprietary” (hereinafter called
“Confidential Information”) and take all necessary precautions to prevent unauthorized disclosure of such Confidential
Information, and shall require all of its officers and employees to whom it is necessary to disclose the same, or to
whom the same has been disclosed, tokeep such Confidential Information strictly secret and confidential. The
foregoing obligation does not apply to information that:
(i) is, or becomes, part of the public domain other than through a breach of this Section 19 by Buyer,
(ii) is already known to Buyer prior to the disclosure by Seller;
(iii) is independently developed by Buyer without the benefit of information received from Seller; or
(iv) becomes available to Buyer from a third party without any obligation of confidentiality.
(2) If Buyer is required by legal process or by order of a tribunal, court or other governmental authority to disclose
Confidential Information, Buyer may disclose Confidential Information only to the extent required by such process or
order, and Buyer shall notify Seller promptly, to the extent allowed by order or law, of the disclosure and the extent
thereof. Any disclosure by Buyer pursuant to such process or order shall not alter the confidential nature of the
Confidential Information.
(3) The obligation imposed by this Section shall survive the termination or expiration of the Contract for a period of five
(5) years.
(4) Notwithstanding anything to the contrary in the Contract, this Section 19 shall not supersede any confidentiality or
nondisclosure agreement if Seller and Buyer have executed such agreement separately in relation to the subject matter
of the Quotation.

20. No Assignment
Neither the Contract nor any rights or obligations under the Contract shall be assigned by Seller and Buyer without express
written consent thereto by the other party; provided, however, that Seller may delegate part or all of its obligations under the
Contract to its subsidiaries or subcontractors in its own responsibility without the consent of Buyer. Any assignment or transfer of
a part or all of the Contract in violation of this Section 19 shall be null and void.

PT. Hitachi Asia Indonesia

Menara BCA 38th Floor Suite # 3804 & 3805, Jl. M.H. Thamrin No. 1, Jakarta 10310, Indonesia Tel: +6221 2358 6757 Fax: +6221 2358 6755
www.hitachi.co.id

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21. Waivers
Failure by Seller to enforce any provision of the Contract, or any delay in enforcement, shall not be construed as a waiver of
Seller’s right to enforce such provision. No waiver by Seller of any breach of Buyer’s obligations shall constitute a waiver of any
prior or subsequent breach.

22. Governing Law and Arbitration

(1) This Contract shall be construed in accordance with and governed by the laws of Japan, with the exception of its
provisions regarding conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods
shall not apply to the Contract.
(2) Any disputes, controversies or differences which may arise between Seller and Buyer out of or in relation to or in
connection with the Contract and which cannot be amicably settled between Seller and Buyer shall be finally settled by
arbitration in Tokyo, Japan, under the Commercial Arbitration Rules of the Japanese Commercial Arbitration
Association. The language of such arbitration shall be English. The number of arbitrators shall be three (3) arbitrators
to be appointed in accordance with the said Rules. Any arbitration award shall be final and binding on both Seller and
Buyer.

23. Severability
The terms of the Contract are severable. If any term is unenforceable for any reason, that term will be enforced to the fullest
extent possible, and the Contract will remain in effect.

24. Entire Agreement

The Contract constitutes the entire agreement between Seller and Buyer with respect to the subject matter of the Contract and
supersedes all communications, negotiations and agreements (whether written or oral) between Seller and Buyer with respect
thereto made prior to the execution date of the Contract. Any oral or written representation, warranty, course of dealing or trade
usage not contained in the Contract shall not be binding on or enforceable against either Seller or Buyer.

PT. Hitachi Asia Indonesia

Menara BCA 38th Floor Suite # 3804 & 3805, Jl. M.H. Thamrin No. 1, Jakarta 10310, Indonesia Tel: +6221 2358 6757 Fax: +6221 2358 6755
www.hitachi.co.id