FAKULTAS HUKUM

UNIVERSITAS
PASUNDAN BANDUNG

UJIAN TENGAH SEMESTER T.A.

2021

NAMA : FAUZIAH MAHANI AZZAHRA

NPM : 191000463
KELAS :J
Mata Kuliah : Teknik Perancangan Kontrak Internasional

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NAMA : FAUZIAH MAHANI AZZAHRA
NPM : 191000463

LEMBAR JAWABAN

TITLE
SALE AND PURCHASE AGREEMENT

REFERENCE DATE
This Agreement is made on November 10th 2020 and takes effect from November
23rd 2020

BETWEEN:

1. PT. RND Footwears, a limited liability company incorporated under the Laws of
the Republic of Indonesia, Established in East Java with Principal Office at
Bandung, East Java, Based on the deed of establishment Number 60, August 4th
2009 Made before Yuda Maxiliano, SH, M.Kn, Public Notary in Bandung, Legal
company based on Indonesian Law and Human Rights Ministerial Decree Number
SFH. AK. 1889.2009, issued on 3 September 2009, Represented by;

Name: Arie Teofilus

Place/Date of Birth: Bandung, 19 September 1983
Affiliation/Authority Director of PT. RND Footwears
Address: Rancabulan Street No. 3, Bandung, Indonesia
Identity Number: 3289270786004

Herein after referred to as SELLER

AND
2. Kingsenton Shoes, Ltd., with its principal office at Sunset Road Drive 28,
Liverpool, L18 1DE, United Kingdom. Represented by Watson Matthews, on the
basis of Power of Attorney from 24 July 2009, with Entry Number 87619-B2009,
Represented by;
Name: Paul Harrison
Place/Date of Birth: London, 9 October 1970
Address: East Road Drive 3, Liverpool, L13-2DE, United Kingdom
Identity Number: 154-20014572
Herein after referred to as BUYER

(Collectively known as the “Parties” and individually as the “Party”).

RECITAL / WHEREAS CLAUSES
WHEREAS:
-The Seller purposes to sell the goods.

-The Buyer intends to buy the goods.

LINKING WORDS
In consideration of the premises, the parties agreed as follows,

Article 1
DEFINITIONS
1. Contract is the agreement to which these terms and conditions apply and
appendices as well.
2. Seller is the seller specified in the contract
3. Buyer is the buyer specified in the contract
4. Goods is the object which the buyer agrees to pay for and the seller shall deliver
to.
 Article 2
GOODS
1. Type

Shoe soles type 32, specifically designed by SELLER for BUYER according to the
design approved by both parties according to the last meeting in Penny Lane Café,
Liverpool, on 21st March 2020 (see Attachment A1)

2. Quality
Made by best quality rubber using the best production tools which has been agreed
by both parties according to the last meeting meeting in Penny Lane Café, Liverpool,
on 21st March 2020 (see Attachment A2)

3. Quantity

1) 3000 pcs of size 6.5 shoe soles type 32 (size 40 in Euro size)
2) 3000 pcs of size 7 shoe soles type 32 (size 40-41 in Euro size)
3) 5000 pcs of size 8 shoe soles type 32 (size 41 in Euro size)
4) 5000 pcs of size 8.5 shoe soles type 32 (size 42 in Euro size)
5) 5000 pcs of size 9 shoe soles type 32 (size 42-43 in Euro size)

3.4. Other Details

Type 32 Shoe soles coloured in brown are packaged in a water-resistant boxes once
every 100pcs of each size.

Article 3
PRICE & EXPENSES
3.1. The Price of the product
hereunder is: Currency : British
Pound sterling (GBP / (£))
Amount in Numbers : £ 120.000
Amount in Letters : One hundred and twenty thousand pound sterling

3.2. The delivery expense shall be borne by Buyer

3.3. The Insurance expense shall be borne by Buyer

3.4. The tax expense shall be borne by Seller

Article 4
DELIVE
RY
4.1.Place of Delivery
Kingsenton Main Warehouse A, Sunset Road Drive 8, Liverpool, L18-1DE,
United Kingdom
4.2.Date or Period of Delivery
Seller will send the goods at the latest of 10th December 2020, and is expected
to arrive at the destination on March 2021.
4.2. Carrier
Package of goods will be delivered using ECX Global Logistic services with the
type A (short-duration shipping) service.
Article 5
PAYMENT CONDITIONS
5.1. Means of Payment

Irrevocable Letter of Credit (L/C) via Trade BCA

5.2. Detail of Seller’s Bank Account

Receiver:
KRXNIDJAXXX545
PT. Bank Karinov Sample
Bandung, Indonesia
Date of Receive: tbc

5.3 Time for Payment

Payment must be done by Buyer prior to 2 (two) weeks after Buyer received the
package of goods if the goods are as described in this contract.
 Article 6
DOCUMENTS
The seller shall make available to the Buyer the following documents:
 Delivery expenses documents
 List of goods documents
 Tax documents related to the goods

Article 7
CONDITIONS PRECEDENT
 Buyer is obliged to reimburse the delivery expenses after delivery
document has been sent by the Seller.
 Buyer is obliged to transfer the payment 14 (fourteen) days after the
package of goods arrived.
 Seller is obliged to pay all related taxes according to this contract after
preparing the package of goods.

Article 8
CONDITIONS SUBSEQUENT
 This contract shall terminate automatically, without any procedures, if
any of the occurring parties insolvent, files, or commit any act of
bankruptcy
Article 9
REPRESENTATIONS & WARRANTIES
1. Seller is a company dully established and validity existing under the law of the
Republic of Indonesia;
2. Seller has sufficient professional staffs and resources to provide the goods
required by this contract.

Article 10
COVENANTS
Affirmative Covenants
1. During the determined date, Seller should produce and send the specific goods
agreed in this contract.
2. During the determined date, Buyer should pay for the goods and give notices to
Seller according to the goods.

Negative Covenants
1. During the determined duration, Seller shall not produce the same designed type
of goods under any circumstances.
2. During the determined duration, both parties shall not expose the good’s design
to other similar business companies.

Article 11
REMEDIES
1. In case either party breaches any provision of the Contract, the other party
is reserved to give a notice to the defaulting party to make remedies the
breach within the agreed time specified in the notice. Should no particular
 time specified in the notice and no agreed remedies is made, it is agreed
that that within 21 calendar days of receipt of the notice, the other party is
reserved a right to terminate the contract in a whole or a part based on
mutual discussion in any event;
2. In case the buyer fails to comply with the payment terms as specified
under the contract, the s e l l e r is reserved a right to terminate
immediately the contract unless the buyer does not remedy it within the
agreed time specified in the notice;
3. Should the buyer fails to pay any amount due at due date, the seller is
reserved to repossess the goods which has been delivered but has not been
yet paid or withhold the goods for next delivery;
4. If (i) either party commences or becomes a subject of insolvency,
reorganization or liquidation, (ii) a party’s creditor takes over the whole or
majority part of the party's assets, so the other party is reserved to deliver
a notice for termination the contract.
Article 12
INDEMNITIES
 Neither party shall be liable to pay to other party any loss including but
not limited to indirect or consequential loss, loss of profit and loss of
business potential due to its failure to perform his obligation or breach
the contract.
 Seller is liable to responsible in respect of his fault, breach contract or
otherwise for the amount which is not exceed than the agreed price for
the purpose of delivery of such goods which has been actually paid by
the buyer.
 Buyer is responsible in case the payment is suspended and/or not paid
yet and have to pay extra fines which agreed by the parties in the
Attachment 1-B
 Article 12
FORCE MAJEURE – EXCUSE FOR NON PERFORMANCE
1. Force Majeure includes strike, fire, lock out, blockade, labour dispute, explosion,
war of threat of war, flood, earthquake, riot, act of God, embargo; accident,
legislation, threat of terrorism, extreme adverse weather, regulation or directive
having force of law, shortage of or breakdown in transportation facilities, civil
commotion, disturbance, compliance with any order or instruction or any port,
transportation or local authority;
2. Should either party is forced to directly or indirectly prevent and/or hinder by
circumstances beyond under its control (Force Majeure) f r o m performing its
obligations under the contract, since then the party so affected as above shall be
excused from performance of such obligations, except the obligations to make
payments, during the period and to the extent of such cause or causes of non
performance continue. It being understood that, notwithstanding the above, the term
of this contract shall not be extended and that the party affected by the above
mentioned causes shall promptly notify the other of such cause;
3. The affected party shall use all reasonable efforts to continue the Contract due to
the Force Majeure. Should the affected party is not able to do so, they may
terminate the Contract and upon termination shall give the other party a notice;
4. Should the performance of the affected party's obligation is relieved for period of
60 days minimum, so either party is reserved to deliver a notice to other party for
termination. Such termination shall not release the obligations of the parties arising
prior to the date of such termination.

Article 14
CHOICE OF LAW
 This contract is constituted and interpreted in accordance with the
substantive laws of Republic of Indonesia;
 This contract and the rights of the parties hereunder shall be governed
by and construed in accordance with the laws of the Republic of
Indonesia including all matters of construction, validity, performance
and enforcement and without giving effect to the principles of conflict
of laws.

Article 15
CHOICE OF FORUM
 The parties irrevocably and unconditionally shall submit to the
exclusive jurisdiction of Republic of Indonesia;
 All disputes arising out of relating to this contract shall be determined
exclusively by courts of the Republic of Indonesia.

Article 16
LANGUAGE
 This contract is signed in 2 (two) originals in English language and 2
(two) originals in Bahasa, which shall be regarded as the authorative
and official text.
 Any matters referred to arbitration shall be in English language which
is the official language of the arbitration.

Article 17
NOTICE
  Each party giving or making any notices, requests, demands, or other
communication pursuant to this contract shall;
1. Give the notice and other communications in writing
2. Cause the notice and other communications to be signed by him or
her
 Each party giving or making a notice or any other communications
pursuant to this contract shall use one of the following methods of
delivery;
1. Register or Certified Mail, in each ease, return receipt requested and
postage prepaid;
2. Internationally recognized overnight courier, with all fees prepaid;
3. Facsimile;
4. Email (from official email addresses of the parties);
5. Personal delivery.
 Each party sending a notice or any other forms of communication to the
appropriate person at the receiving party at the address listed below;
a. PT. RND Footwears
Attention; Arie Teofilus
Authority Director of PT. RND Footwears
Rancabulan Street No. 3, Bandung, West Java, Indonesia
Telephone: (+62 22) 877887276 ext. 67
Facsimile: (+62 22) 87788727612
Email: Teofilus.A@RNDFootwear.co.id

b. Kingsenton Shoes, Ltd.

Attention; Paul Harrison
Head Design Director of Kingsenton Shoes, Ltd.
East Road Drive 3, Liverpool, L13-2DE, United Kingdom
Telephone: (44 21) 7290 2350
Facsimile: (+44 21) 7290 2475
Email: Paul.H.Kingsenton@Kingsentonshoes.com

Article 18
TERMINATION
1. This contract may be terminated by written notice as set forth in article 21
hereof from one party to the other upon the occurrence of any of the
following events;
a. Upon material default by either party in the performance of the
obligations set fort in this contract;
b. If either party is dissolved, becomes insolvent, files, or commits any
acts of bankruptcy or insolvency.
2. A Party terminating this contract shall give the other party 30 (thirty) days
 prior written notice.

Article 19
AMENDMENT
This Agreement may be amended or modified by a written instrument signed
by authorized representative of each parties.
Article 20
CONCLUDING CLAUSE
In Witness whereof, the undersigned, being fully authorized thereto, have on
behalf of the parties signed the present agreement.
DATE AND SIGNATURE OF PARTIES
Seller Buyer
Date : November 10th 2020 Date : November 10th 2020
Name : Arie Teofilus Name : Paul Harrison

Signature Signature