PERJANJIAN UNTUK MELAKUKAN DEMONSTRASI 1.2. Interpretasi
(a) the singular includes the plural and vice versa;
(b) a reference to an Article is to the Article of this Agreement; (c) a reference to a document (including this Agreement) is to
that document as amended, supplemented or renewed; and (d) a reference to a party to this Agreement or any other
documents contemplated hereby includes such party’s successors and assigns.
PASAL 2 DEMONSTRASI
2.1. The Parties hereby agree that Green Power will undertake a Demonstration of their FP4000 product on the Gensets. The Demonstrations will offer Pamindo the potential opportunity to enjoy reduced emissions, operating and maintenance costs associated with the operation of genset on Pamindo’s Pulogadung site
2.2 The Parties agree that the purpose of this Demonstration is to observe whether the FP4000 product can reduce emissions, operating and maintenance costs associated with the operation of the Gensets.
2.3 The Demonstration will be conducted on the premises of Pamindo’s Pulogadung site for an estimated period of 45 (forty five) Working Days as of January 4th 2009.
2.4 Green Power undertakes to use its best endeavors to engage in the Demonstration in a manner that causes the least disruption and interruption to the business activities of Pamindo.
PASAL 3 GENSETS
3.1 In relation to the Gensets, Pamindo represents and warrants that: a. Each of the 3 (three) identified Cummins KA – 19 gensets has
similar running hours and history;
b. The 3 (three) identified Cummins KA – 19 gensets are engaged at Pamindo only in the case of standby or emergency power supply where central grid power supply (from PLN) is interrupted to the agreed location of Pamindo; c. The 3 (three) identified Cummins KA – 19 gensets are
approaching the 5000 (five thousand) hours service.
as set forth in Repair Service and Lease Agreement dated December 10th 2009.
3.3 Pamindo authorizes Green Power to cause to be made all such necessary minor modifications that in the sole and not unreasonable discretion of Green Power needs to be made to all or any of fuel systems and/or electrical systems of the Gensets, which in the unfettered opinion of Green Power may contribute to a continuing supply of electrical energy being maintained for all or parts of all sectors of the plant within the factory for the Period of Demonstration for the sole purpose of conducting the Demonstration.
PASAL 4 INSPECTION
4.1 An Inspection will be conducted by the Inspector appointed by Green Power. Pamindo shall allow the Inspector to be in the premises of the Pamindo’s Pulogadung site during the Demonstration.
4.2 Green Power has the sole right to use the Data for its own purposes without any approval and/or restriction from other parties.
4.3 Green Power will advise Pamindo regarding the Data. Such Data may be used in a public announcement by Pamindo.
4.4 Pursuant to Article 4.3 above, if Pamindo wishes to announced or if Green Power wishes to conduct any press release regarding the Data, each of the Parties which intends to release it shall seek the permission from the third party inspector company who conducts the Inspection if their name is allowed to be used in any press release(s). The permission is the sole discretion of the third party inspector company and the Parties shall comply with the decision of such third party inspector company.
PASAL 5
OBLIGATIONS OF GREEN POWER
The obligation of Green Power under this Agreement comprise any and all Demonstrations activities including but not limited to the followings: (i) All installation and equipment costs associated with the
Demonstrations including the Service Monitoring System shall be borne by Green Power;
(ii) FP4000 product will be provided by Green Power free of charge for the duration of the Demonstration;
generating capacity which can prevent the main factory from running at full capacity;
(iv) Green Power will provide 1 (one) load bank on Pamindo’s Pulogadung site to reserve the energy produced by the Gensets that is used for the Demonstration;
(v) The cost for the appointment of the Inspector will be borne by Green Power; and
(vi) Any additional costs incurred by Pamindo as a consequence of the Gensets engaged in the Demonstrations being required to consume exclusively diesel fuel for the purpose of the Demonstration for the Period of the Demonstration only shall be borne by Green Power
PASAL 6
OBLIGATIONS OF PAMINDO
The obligations of Pamindo under this Agreement including but not limited to the followings:
(i) Pamindo shall ensure the safety of the System Monitoring System installed to the Gensets during the Period of Demonstration;
(ii) Pamindo shall ensure the safety of the Backup Genset and Loadbank that is placed in the premises of Pamindo’s Pulogadung site;
(iii) Pamindo shall give permit to the Inspector to be in the premises of Pamindo’s Pulogadung site to conduct the Inspection during the Period of Demonstration; and
(iv) Pamindo shall give permit to the representative of Green Power to be in the premises of Pamindo’s Pulogadung site in relation to the Demonstration.
PASAL 7 ASURANSI
Green Power will insured any potential liabilities directly associated with the Demonstration, namely public liability and product liability covering the cost of replacing the Gensets in a worse case scenario.
PASAL 8
PENYELESAIAN DEMONSTRASI
8.1 Green Power and Pamindo will consider entering into a long term supply agreement for FP4000 based on the results attained during the Demonstration.
8.2 Upon completion of the Demonstration, Green Power will make good all the Gensets back to the normal operating mode and set-up prior to the Demonstration.
PASAL 9
9.1. Green Power hereby represents and warrants that they have any and all of the capability to enter into this Agreement and to perform its obligations hereunder according to the terms and conditions stipulated in this Agreement.
9.2 Green Power hereby represents and warrants that they will hold Pamindo harmless against any costs and expenses associated with the servicing of the Gensets engaged in the Demonstration.
9.3 Green Power hereby represents and warrants that they shall not make any claim or charge any fee whatsoever on or against Pamindo arising out of the improvement in the performance of the Gensets engaged in the Demonstrations and waives all such revenues it might otherwise obtain or realize howsoever calculated, for the Period of Demonstration only.
9.4 Green Power hereby represents and warrants that they will hold Pamindo harmless against any additional costs incurred by Pamindo as a consequence of the Gensets engaged in the Demonstrations being required to consume exclusively diesel fuel for the purpose of the Demonstration for the Period of the Demonstration only.
9.5 Green Power hereby represents and warrants that any savings of whatever nature arising or imputed to Pamindo as a result of the supply of the Gensets for the sole and exclusive purposes of conducting the Demonstration shall be retained by Pamindo without any claim from Green Power.
9.6 Green Power hereby represents and warrants that all persons, including contractors or employees engaged in the Demonstration for the Period of the Demonstration shall hold the necessary skill and experience to be so engaged for the purpose.
9.7 Green Power hereby represents and warrants that they will hold Pamindo harmless against any claims, damages and whatsoever costs (hereinafter referred to as “Damages”) which may suffered by Pamindo due to violation of any Green Power’s obligation and the violation of any of the representations and warranties made by Green Power under this Agreement.
9.8 Green Power warrants that all statements, which have been made relating to this Agreement are true and accurate and there is no further measure that needs to be made and stated to prevent such statements from being misleading.
PASAL 10
PERNYATAAN DAN JAMINAN DARI PAMINDO
obligations hereunder according to the terms and conditions stipulated in this Agreement.
10.2 Pamindo hereby represents and warrants that all persons, including contractors or employees engaged in the Demonstration for the Period of the Demonstration shall hold the necessary skill and experience to be so engaged for the purpose.
10.3 Pamindo hereby represents and warrants that they will hold Green Power harmless against any Damages which may suffered by Green Power due to violation of any Pamindo’s obligation and the violation of any of the representations and warranties made by Pamindo under this Agreement.
10.4 Pamindo warrants that all statements, which have been made relating to this Agreement are true and accurate and there is no further measure that needs to be made and stated to prevent such statements from being misleading.
PASAL 11 PENUGASAN
Each of the Parties may not assign, transfer or delegate its rights and obligations under this Agreement and/or other implementing agreements without a prior written consent of the other Parties in this Agreement, and any such attempted assignment, transfer or delegation without such consent shall be void.
ARTICLE 20
DISPUTE SETTLEMENT
20.1. Any and all differences or disputes in connection with this Agreement, so far as it is possible, shall be settled amicably between the Parties within 14 (fourteen) days after the receipt of a notice from the other Party concerning the occurrence of such dispute.
20.2. If after 14 (fourteen) days after a Party gives notice to the other Party of a dispute referred to in Article 20.1 above, the Parties have not resolved the dispute, then any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Center (SIAC) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
