Honeywell Process Solutions Proposal

PCS & ESD for Amine Treated Gas Cooler Sungai Kenawang,
Jambi Merang
Commercial Proposal: 1009/TM/Q/XI/23
For:

PT Elnusa Tbk

End User:

PT Pertamina Hulu Energi Jambi Merang

Submitted by:

PT Triguna Mandala
Sudarmono
sudarmono@trigunamandala.co.id
Issue Date: November 6, 2023
Notice

Honeywell Confidential 1
©2022 Honeywell. All rights reserved.

Revision History

This document was prepared by: Luqman H. / Hendri Triyono

This document was reviewed for submittal by: Sudarmono

Revision Log

Rev. Date By Description

0 6-NOV-23 SDM Budgetary

1 This proposal contains valuable proprietary and confidential information of Honeywell and must not be disclosed to
any third party without explicit agreement, given in writing, by Honeywell. The information contained within this proposal
is subject to any applicable confidentiality or non-disclosure agreements between Honeywell and the party to whom this
proposal is addressed (“Recipient”). By accepting receipt of this proposal, Recipient acknowledges that this proposal is
the confidential information of Honeywell, with the exception of information contained within the proposal that was
previously provided by Recipient. Recipient must hold this proposal confidential to the same standards that it holds its
own information confidential. Honeywell has relied on information provided by Recipient in the development of this
proposal. Honeywell disclaims liability for all loss or damage resulting from inaccuracy in Recipient-provided information.
If a contract is awarded based on this proposal, any adjustments to the scope of such contract required as a result of
incorrect or incomplete Recipient-provided information may result in adjustments to the contract schedule or price.
PT Elnusa Tbk Proprietary and Confidential
PCS & ESD for Amine Treated Gas Cooler Sungai Commercial Proposal No: 1009/TM/Q/XI/23
Kenawang, Jambi Merang
Budgetary Proposal i November 6, 2023
Table of Contents

1. Executive Summary.......................................................................................................... 1-1

2. Price Summary .................................................................................................................. 2-1

2.1 BASE Scope ........................................................................................................... 2-1
2.1 OPTIONAL – 2 Years Operation Spare Part List ................................................... 2-1

3. Commercial Summary ...................................................................................................... 3-2

3.1 Terms and Conditions ............................................................................................ 3-2
3.2 Hardware Warranty ................................................................................................ 3-2
3.3 Milestone Payment Schedule ................................................................................. 3-2
3.4 Payment Terms ...................................................................................................... 3-2
3.5 Taxes ...................................................................................................................... 3-2
3.6 Third Party OPC Interfaces .................................................................................... 3-2
3.7 Proposed Project Schedule .................................................................................... 3-3
3.8 Proposal Validity ..................................................................................................... 3-3
3.9 Delivery Terms ....................................................................................................... 3-3
3.10 Site Service ............................................................................................................ 3-3
3.11 Travel and Living Expenses ................................................................................... 3-4
3.12 Escalation ............................................................................................................... 3-4
3.13 Transfer of Equipment ............................................................................................ 3-4
3.14 Buyer Early Termination ......................................................................................... 3-4
3.15 Foreign Exchange .................................................................................................. 3-4
3.16 Covid-19 Impact ..................................................................................................... 3-4
3.17 Kit Enhancements (K&E) Return Policy ................................................................. 3-5
3.18 Minimum Order Value ............................................................................................ 3-5
3.19 Order Cancellation ................................................................................................. 3-5

4. Honeywell Standard T&C ................................................................................................. 4-1

PT Elnusa Tbk Proprietary and Confidential

PCS & ESD for Amine Treated Gas Cooler Sungai Commercial Proposal No: 1009/TM/Q/XI/23
Kenawang, Jambi Merang
Budgetary Proposal ii November 6, 2023
1. Executive Summary

Honeywell is pleased to submit this Proposal for PCS & ESD for Amine Treated Gas Cooler
Sungai Kenawang, Jambi Merang at PT Pertamina Hulu Energi.

We have reviewed the project requirements as discussed with PHE and developed a technical
solution based on our broad experience in automation solutions, and our strong knowledge of the
industry trends; we are confident that we are proposing the optimum solution for the project.

Honeywell’s proposed solution is structured around a first-rate technical solution utilizing the latest
state of the art technology. We usually work on a well-planned project execution model to ensure
that the overall project execution schedule is kept in mind and there are no delays in meeting
deadlines or achieving set milestones.

Honeywell is eager to “roll up our sleeves” and work with PHE for successful and timely completion
of this project.

We are confident that with this solution, PHE will have the system that meets and exceeds the
operational and functional requirements.

PT Elnusa Tbk Proprietary and Confidential

PCS & ESD for Amine Treated Gas Cooler Sungai Commercial Proposal No: 1009/TM/Q/XI/23
Kenawang, Jambi Merang
Budgetary Proposal 1-1 November 6, 2023
2. Price Summary
Prices are quoted in IDR Currency and are exclusive of any applicable taxes, commissions,
import duties or other similar taxes or fees.

2.1 BASE Scope

Products Net Price

PCS & ESD for Amine Treated Gas Cooler Sungai Kenawang,
Inclusive
Jambi Merang
NET PROJECT TOTAL IDR.13,401,150,000

2.1 OPTIONAL – 2 Years Operation Spare Part List

PT Elnusa Tbk Proprietary and Confidential

PCS & ESD for Amine Treated Gas Cooler Sungai Commercial Proposal No: 1009/TM/Q/XI/23
Kenawang, Jambi Merang
Budgetary Proposal 2-1 November 6, 2023
3. Commercial Summary

3.1 Terms and Conditions

This pricing is based exclusively on our Honeywell Standard Terms and Conditions. Any other
Terms or Conditions of Sale will require evaluation and may affect our pricing.

If Buyer cancels an Order without cause, Honeywell may enforce any available remedies against
Buyer, including seeking recovery of expenses incurred by Honeywell due to producing
Deliverables including expenses and costs associated with demobilization, remobilization,
contract breakage, restocking, product obsolescence and stranded costs.

3.2 Hardware Warranty

Per Honeywell’s General Terms and Conditions, the warranty for hardware contained in this
proposal is 12 months’ duration from date of shipment from Honeywell’s facility.

3.3 Milestone Payment Schedule

Milestones Payment Percent

Order Acceptance 37% of Order Value

Submittal of Detail Design 20% of Order Value

Start of Hardware Assembly 20% of Order Value

Completion of System Assembly and Test 20% of Order Value
Upon Delivery or 30 days from Seller’s notice of
3% of Order Value
Ready-to-Ship, whichever occurs first

3.4 Payment Terms

Net 30 days from date of invoice issue date.

3.5 Taxes

Our price includes neither sales nor use tax, nor any other taxes of any nature whatsoever. NOTE:
If applicable, the actual taxes can be billed in addition to the Order price. If this project is not
subject to sales or use tax, please furnish within the body of or attached to any future Purchase
Order, sufficient documentation to verify tax exemption.

3.6 Third Party OPC Interfaces

If the Honeywell products identified in this proposal are connected to any third-party OPC interface
PT Pertamina Hulu Energi Proprietary and Confidential
PCS & ESD for Amine Treated Gas Cooler Sungai Commercial Proposal No: 1009/TM/Q/XI/23
Kenawang, Jambi Merang
Budgetary Proposal 3-2 November 6, 2023
(e.g., OPC clients, OPC servers, etc.) not provided by Honeywell, Customer understands that
each such third-party OPC interface: a) must be fully compatible with the OPC standards that
Honeywell products conform to and b) must contain no defects in design or workmanship affecting
the performance of the Honeywell products. If Honeywell is required to investigate, diagnose, or
resolve purported problems with Honeywell products, or with the connection to such third-party
OPC interface, and it is later determined that the problem was the result of the incompatibility of,
or defect in, the third-party OPC interface, Customer agrees to pay Honeywell for such effort at
Honeywell’s then applicable standard rates and to reimburse Honeywell for all other costs (such
as, but not limited to, travel and living expenses) incurred by Honeywell in responding to such
problem.

3.7 Proposed Project Schedule

This pricing is based on a continuous project execution. Honeywell will generate a formal project
schedule to be reviewed during the Kickoff meeting and approved. Changes or delays to the
schedule will be discussed with the Honeywell Project Manager and processed using
proper Change Order Management. Estimated completion project is 10 months

3.8 Proposal Validity

Proposed price in this proposal will expire 30 days from the issued date of this proposal.

3.9 Delivery Terms

Per our Honeywell Standard Terms and Conditions and in accordance with Incoterms 2010,
delivery is priced as Exworks Honeywell Pertani Office.

3.10 Site Service

Per Diem rates for site activities excluding Travel and Living expenses are as follow:

No Item rate per man-day (IDR)

1 Engineer rate 25,212,000

The proposed rates above are base rates for 8 hours working time between 9:00 AM and 6:00
PM, Monday through Friday. Overtime rates are applied for hours over normal working hours:

• Monday to Friday : from 0900 to 1800 hours 1.0 x base rate

: from 1800 to 2400 hours 1.5 x base rate
• Monday to Saturday : from 0000 to 0900 hours 2.0 x base rate
• Saturday : from 0000 to 2400 hours 1.5 x base rate
• Sunday & Public Holiday : from 0000 to 2400 hours 2.0 x base rate

PT Elnusa Tbk Proprietary and Confidential

PCS & ESD for Amine Treated Gas Cooler Sungai Commercial Proposal No: 1009/TM/Q/XI/23
Kenawang, Jambi Merang
Budgetary Proposal 3-3 November 6, 2023
3.11 Travel and Living Expenses

Any travel expenses, if not specified in this proposal, are excluded from this offer. The additional
travel time and living expenses incurred on this project can be invoiced on a reimbursable basis,
at actual cost plus a 10% processing fee.

3.12 Escalation

The Pricing Summary in this proposal assumes that an order will be placed within the validity
period and that the project will proceed according to the proposed schedule. Any delays or
extensions to the schedule incurred by reasons outside the control of Honeywell may result in
escalation of fees for that portion of the work outside the original schedule.

3.13 Transfer of Equipment

This proposal requires that any existing Honeywell control system equipment removed from the
Customer process as part of this project becomes the sole property of Honeywell, with free and
clear title to the equipment transferring at time of its removal and replacement with the system
herein proposed.

3.14 Buyer Early Termination

If Buyer cancels an Order without cause, Honeywell may enforce any available remedies against
Buyer, including seeking recovery of expenses incurred by Honeywell due to producing
Deliverables including expenses and costs associated with demobilization, remobilization,
contract breakage, restocking, product obsolescence and stranded costs.

3.15 Foreign Exchange

Honeywell reserves the right to recalculate pricing based upon USD/(Local Currency) foreign
exchange rate variances of +/- 5% from the date of the proposal until the conclusion of the project.
Until the end of the project, if the USD/ (Local Currency) foreign exchange rate varies over +/- 5%
from the rate of the date of the proposal, Honeywell reserves the right to accurately adjust the
value of the contract, which will be paid by the Buyer, to reflect such variance.

3.16 Covid-19 Impact

Deliveries may be affected by (a) measures implemented by municipal, provincial and federal
authorities across the world restricting travel, instituting localized quarantines or requiring
companies to interrupt operations in order to contain the spread of COVID-19 or (b) measures
implemented by governments, recognized health authorities or private entities to adhere to
recommendations from authorities to contain the spread of COVID-19. Honeywell will use
reasonable endeavors, in accordance with laws and recommendations from recognized health or
PT Elnusa Tbk Proprietary and Confidential
PCS & ESD for Amine Treated Gas Cooler Sungai Commercial Proposal No: 1009/TM/Q/XI/23
Kenawang, Jambi Merang
Budgetary Proposal 3-4 November 6, 2023
other authorities, to minimize any such disruptions due to these types of events. The quoted
delivery dates may be adjusted by Honeywell accordingly, and Honeywell will not be liable for
damages, including Liquidated Damages, for any delays caused by these types of events. For the
avoidance of doubt, the provisions of the Force Majeure clause will be effective even through the
circumstance or contingency giving rise to inability of performance will have been operative on the
date hereof. (c) PRICE shall not include any quarantine and or standby cost due to the
enforcement of any guidelines/regulations related to the operating procedure required by local or
international regulatory authorities related to pandemic, epidemic and or regional medical crisis
such as Covid-19. Any such cost allocation shall be mutually discussed between Parties based
on project requirements.

3.17 Kit Enhancements (K&E) Return Policy

The K&E offering have been created for the benefit of the existing Honeywell customer to provide
increased value for the Honeywell systems the customer has previously purchased. Owners of
migrated old hardware belong to Honeywell. All the old nodes must be return to Honeywell after
migration is complete.

All Kits and Enhancements (“K&E”) pricing is based on return of the parts displaced by the K&E
parts. An additional 30% above the upgrade kit price will be invoiced if the displaced parts are not
returned to Honeywell within 90 days of shipment. Instructions, including identification of the
displaced parts to be returned, will be sent with the K&E shipment.

3.18 Minimum Order Value

Minimum Order Value: Orders are subject to Honeywell’s minimum order requirements, if any,
and Honeywell’s acceptance. Subject to periodic revision, the minimum order value is $1,000 USD
(or the equivalent in local currency), excluding shipping and handling costs.

3.19 Order Cancellation

Notwithstanding anything to the contrary, if Buyer cancels an Order, including an Order for
services or software, or a project, or a portion thereof after Honeywell’s acceptance of it,
Honeywell may invoice and Buyer shall pay a cancellation fee equal to the Order amount for the
services; software subscription; special, discontinued, made-to-order, engineered-to-order, or
custom-order parts; or projects. All other Order cancellations by Buyer are subject to a cancellation
fee of thirty percent (30%) of the Order amount. If applicable cancellation fees are not timely paid
by Buyer, Honeywell may deliver any Products which were part of the Order and invoice Buyer
for the relevant amount, which invoice Buyer shall pay in accordance with the payment terms
agreed.

End of Section

PT Elnusa Tbk Proprietary and Confidential

PCS & ESD for Amine Treated Gas Cooler Sungai Commercial Proposal No: 1009/TM/Q/XI/23
Kenawang, Jambi Merang
Budgetary Proposal 3-5 November 6, 2023
4. Honeywell Standard T&C

PT Elnusa Tbk Proprietary and Confidential

PCS & ESD for Amine Treated Gas Cooler Sungai Commercial Proposal No: 1009/TM/Q/XI/23
Kenawang, Jambi Merang
Budgetary Proposal 3-5 November 6, 2023
 CONDITIONS OF SALE
HONEYWELL PROCESS SOLUTIONS
INDONESIA –ENGLISH
1. General Definitions. “Affiliate” means any entity that controls, is
controlled by, or is under common control with, another entity. An entity
is deemed to “control” another if it owns directly or indirectly a sufficient
voting interest to elect a majority of the directors or managing authority
or to otherwise direct the affairs or management of the other entity. The
term Affiliate includes, among other entities, subsidiaries. “Agreement”
means the written agreement, including these Conditions of Sale and any
addendum to them (“Addendum”) together with relevant Orders, made
between Buyer and Honeywell for the Deliverables. “Buyer” means the
entity issuing an Order. “Buyer Personal Data” means Personal Data
received by Honeywell from or on behalf of Buyer in connection with
Honeywell’s performance of its obligations under the Order as more
particularly described in this Agreement. “Deliverables” means
equipment and parts (collectively “Products”), services (“Services”) and
Software, each supplied or licensed by Honeywell to Buyer under an
Order. “Honeywell” means Honeywell International Inc. or, the
Honeywell International Inc. Affiliate that accepts the Order. “Order”
means a Buyer purchase order accepted by Honeywell, which upon such
acceptance becomes non-cancellable without Honeywell´s consent.
“Party” means Honeywell or Buyer and “Parties” means both.
“Software” means software (in any form, including as a service) and
firmware provided by Honeywell, and all related documentation, data
files, modules, libraries, and elements. Software includes any updates,
upgrades, error corrections, changes or revisions delivered by Honeywell
to Buyer under the Agreement or a separate agreement.
2. Delivery and Acceptance. Delivery terms are EX-Works (INCOTERMS
2020) Honeywell’s facility. Title to Products passes to Buyer when
Honeywell places Products at Buyer’s disposal at Honeywell’s facility.
Buyer grants Honeywell a security interest in Products until paid in full,
subject to applicable law. Deliverables are deemed accepted unless
Buyer sends written notice specifying reasonable basis for rejection
within 30 days after delivery. Honeywell will, at its option, repair, replace,
or re-perform rejected Deliverables. If a delivery hereunder is delayed due
to Buyer´s actions or inaction, Honeywell may extend delivery time equal
to the length of such delay and shall be entitled to receive compensation
for reasonable costs incurred by Honeywell resulting from such delay.
Honeywell will invoice handling costs, including for additional storage
and logistics, if Buyer does not take delivery for within 30 days after
Honeywell sends written notice to Buyer that the Deliverables are
available for delivery.
3. Payment. Unless Buyer has been approved for credit terms by
Honeywell, payment for all orders will be made at the time of order
placement. In the event Buyer, has been approved for credit terms,
payment for that order will be due no later than 30 calendar days from
the date of the invoice, unless a shorter time period is specified on the
invoice or otherwise communicated to Buyer in writing. Payment will be
made with immediately available funds through electronic transfer.
Honeywell may submit invoices electronically.
Honeywell will determine in its sole discretion if Buyer qualifies for credit
terms. If credit terms are granted, Honeywell may change Buyer’s credit
terms at any time in its sole discretion and may, without notice to Buyer,
modify or withdraw credit terms for any order, including open orders.
HONEYWELL CONFIDENTIAL
Partial shipments will be invoiced as they are shipped. Honeywell is not
required to provide a hard copy of the invoice. Payments must be made
in U.S. currency unless agreed otherwise in writing and must be
accompanied by remittance detail containing at a minimum the Buyer’s
order number, Honeywell’s invoice number and amount paid per invoice;
Buyer agrees to pay a service fee in the amount of $500 for each
occurrence for its failure to include the remittance detail and minimum
information described above.
Honeywell may, from time to time and in its sole discretion, issue
surcharges on new and existing Orders and Agreements in order to
mitigate and/or recover increased operating costs arising from or related
to, without limitation: (a) foreign currency exchange variation; (b)
increased cost of third-party content, labor and materials; (c) impact of
duties, tariffs, and other government actions; and (d) any other
circumstances that increase Honeywell’s costs, including, without
limitation, increases in freight, labor, material or component costs, and
increased costs due to inflation (collectively, “Economic Surcharges”).
Honeywell will invoice Buyer, through a revised or separate invoice, and
Buyer agrees to pay for the Economic Surcharges pursuant to the
standard payment terms in this Agreement. If a dispute arises with
respect to Economic Surcharges, and that dispute remains open for more
than fifteen (15) days, Honeywell may, in its sole discretion, withhold
performance and future shipments or combine any other rights and
remedies as may be provided under this Agreement or permitted by law
until the dispute is resolved.
The terms of this section shall prevail in the event of inconsistency with
any other terms in this Agreement. Any Economic Surcharges, as well as
the timing, effectiveness, and method of determination thereof, will be
separate from and in addition to any changes to pricing that are affected
by any other provisions in this Agreement.
Payments must be in accordance with the “Remit To” field on each
invoice. If Buyer makes any unapplied payment and fails to reply to
Honeywell’s request for instruction on allocation within seven (7)
calendar days, Honeywell may set off such unapplied cash amount
against any Buyer past-due invoice(s) at its sole discretion. An unapplied
payment shall mean payment(s) received from Buyer without adequate
remittance detail to determine what invoice the payment(s) shall be
applied to.
Disputes as to invoices must be accompanied by detailed supporting
information and are deemed waived 15 calendar days following the
invoice date. Honeywell reserves the right to correct any inaccurate
invoices. Any corrected invoice must be paid by the original invoice
payment due date or the issuance date of the corrected invoice,
whichever is later.
Honeywell accepts Visa, MasterCard, and American Express. [NOTE:
Covered in next sentence]
In no event, may a Buyer on terms satisfy an invoice through a payment
by credit card, unless the credit card has been charged on or before the
date of the invoice. If Buyer is delinquent in payment to Honeywell,
Honeywell may at its option: (a) withhold performance until all
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 CONDITIONS OF SALE – HONEYWELL PROCESS SOLUTIONS, INDONESIA
delinquent amounts and late charges, if any, are paid; (b) repossess
Products or software for which payment has not been made; (c) assess
late charges on delinquent amounts at the lower of 1.5% per month or
the maximum rate permitted by law, for each full or partial month; (d)
recover all costs of collection, including but not limited to reasonable
attorneys' fees; and (e) combine any of the above rights and remedies as
may be permitted by applicable law. These remedies are in addition to
those available at law or in equity. Buyer may not set off any invoiced
amounts against sums that are due from Honeywell.
4. Taxes. Taxes, duties, and charges related to the Agreement are the
responsibility of Buyer and Honeywell will invoice Buyer for these
separately unless Buyer provides documentation verifying exemption.
5. Force Majeure and Delay. Except for payment obligations, neither
party will be liable to the other for any failure to meet its obligations due
to any force majeure event. Force majeure is an event beyond the
reasonable control of the non-performing party and may include but is
not limited to: (a) delays or refusals to grant an export license or the
suspension or revocation thereof; (b) any other acts of any government
that would limit a party’s ability to perform under this Agreement; (c) fires,
earthquakes, floods, tropical storms, hurricanes, tornadoes, severe
weather conditions, or any other acts of God; (d) epidemics, pandemics,
quarantines or regional medical crises; (e) shortages or inability to obtain
materials, equipment, energy, or components; (f) labor strikes or
lockouts; and (g) riots, strife, insurrection, civil disobedience, landowner
disturbances, armed conflict, terrorism or war, declared or not (or
impending threat of any of the foregoing, if such threat might reasonably
be expected to cause injury to people or property). If a force majeure
event causes a delay, then the date of performance will be extended by
the period of time that the non-performing party is actually delayed, or
for any other period as the parties may agree in writing. Notwithstanding
the prior sentence, quantities affected by this force majeure clause may,
at the option of Honeywell, be eliminated from the Agreement without
liability, but the Agreement will remain otherwise unaffected. If Buyer
causes delay, Honeywell is entitled to adjust price, schedule and other
affected terms.
6. Warranties. Honeywell warrants that at the time of delivery Honeywell
Products comply with applicable Honeywell specifications and are free
from material defects in workmanship and material for 12 months after
date of delivery, and Services, at the time performed, materially comply
with defined requirements for 30 days from the date services are
performed. Third party warranties, if any, are transferred to Buyer to the
extent Honeywell has the right to transfer. Honeywell will, at its option
and as Buyer’s sole remedy, repair or replace defective Products, if
returned to Honeywell within the warranty period, and re-perform
defective Services if notified to Honeywell during the warranty period.
Products repaired or replaced and Services re-performed are warranted
for the remainder of the original warranty period or 90 days (for
Products) whichever is longer. Honeywell has no obligation under this
warranty unless Company maintains records that accurately document
operating time, maintenance performed, and the nature of the
unsatisfactory condition of Honeywell’s Product. Upon Honeywell’s
request, Company will give Honeywell access to these records for
substantiating warranty claims.
HONEYWELL CONFIDENTIAL
Honeywell is not, and will not be, liable for defects attributable to: (a)
noncompliance with Honeywell’s instructions, (b) unauthorized
alterations or repairs, (c) accident, contamination, abuse, or negligence,
or (d) damage caused by failure of any item or service not supplied by
Honeywell.
WARRANTIES IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES, WHETHER WRITTEN, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION,
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT,
AND FITNESS FOR PARTICULAR PURPOSE. THE REMEDIES IN THIS
SECTION ARE BUYER’S ONLY REMEDIES FOR BREACH OF WARRANTY.
7. Limitation of Liability. IN NO EVENT WILL HONEYWELL BE LIABLE
FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, PUNITIVE,
STATUTORY, OR INDIRECT DAMAGES, LOSS OF PROFITS, REVENUES,
OR USE, OR THE LOSS OR CORRUPTION OF DATA, OR LOSS OF
PRODUCTIVITY, OR LOSS OF GOODWILL, EVEN IF INFORMED OF THE
POSSIBILITY OF THESE DAMAGES AND NOTWITHSTANDING THE
FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE AGGREGATE LIABILITY OF HONEYWELL FOR ANY CLAIMS
ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO
DIRECT DAMAGES NOT TO EXCEED THE LESSER OF THE INITIAL
ORDER PRICE OR US $1,000,000.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE
LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF
WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT,
INDEMNITY, WARRANTY, TORT, OPERATION OF LAW, OR OTHERWISE.
8. Indemnity Against Patent and Copyright Infringement. Honeywell
will defend Buyer against any suit arising out of any actual or alleged
patent or copyright infringement of a valid Singapore and/or United
States patent or copyright, to the extent solely due to the Deliverable as
delivered by Honeywell, and indemnify for any final judgment assessed
against Buyer resulting from such suit provided that Buyer notifies
Honeywell in writing promptly after Buyer is apprised of the third-party
claim, and Buyer agrees to give sole and complete authority, information
and assistance (at Honeywell’s reasonable expense) for the defense and
disposition of the claim.
Honeywell will not be responsible for any compromise or settlement
made without Honeywell’s prior written consent. Because Honeywell has
sole control of resolving infringement claims hereunder, in no event will
Honeywell be liable for Buyer’s attorney fees or costs.
Honeywell will have no liability or obligation to defend and indemnify
Buyer with respect to claims of infringement arising out of or based on:
(a) Deliverables supplied pursuant to Buyer’s designs, drawings or
manufacturing specifications; (b) Deliverables used other than for their
ordinary intended purpose as documented in the Product
documentation; (c) any combination of the Deliverable with any article or
service not furnished by Honeywell; (d) use of other than the latest
version of software Deliverable released by Honeywell; (e) any
modification of the Deliverable other than a modification by Honeywell;
or (f) damages based on a theory of liability other than infringement by
the Deliverable.
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 CONDITIONS OF SALE – HONEYWELL PROCESS SOLUTIONS, INDONESIA
Further, Buyer agrees to indemnify and defend Honeywell to the same
extent and subject to the same restrictions set forth in Honeywell’s
obligations to Company as set forth in this “Indemnity Against Patent and
Copyright Infringement” article for any claim against Honeywell based
upon a claim of infringement resulting from (a), (b), (c), (d), (e), or (f) of
the preceding paragraph.
If a claim of infringement is made, or if Honeywell believes that such a
claim is likely, Honeywell may, at its option, and at its expense: (1) procure
for Buyer the right to continue using the Deliverable; or (2) replace or
modify the Deliverable so that it becomes non-infringing; or (3) accept
return of the Deliverable or terminate Buyer’s license to use the infringing
Deliverable in the case of a software Product and grant Buyer a credit for
the purchase price or license fee paid for such Product, less a reasonable
depreciation for use, damage, and obsolescence. Further, Honeywell
may cease shipping infringing Products without being in breach of this
Agreement.
If the final judgment assessed against Buyer is based on the revenue
generated from the use of the Product, as opposed to from the sale of the
Product by Honeywell to Buyer (whether alone or in combination with any
article or service not furnished by Honeywell), then Honeywell’s liability
under this indemnity, exclusive of defense costs, shall be limited to a
reasonable royalty based on the contract price paid by Buyer to
Honeywell for the Product that gave rise to the claim.
Any liability of Honeywell under this “Indemnity Against Patent and
Copyright Infringement” is subject to the provisions of the “Limitation of
Liability” article of this Agreement.
This “Indemnity Against Patent and Copyright Infringement” article
states the Parties’ entire liability, sole recourse and their exclusive
remedies with respect to patent and copyright infringement claims. All
other warranties against infringement or misappropriation of any
intellectual property rights, statutory, express or implied are hereby
disclaimed.
9. Changes. Honeywell may, without notice to Buyer, incorporate
changes to Products that do not alter form, fit, or function. Honeywell
may, at its sole discretion, also make such changes to Products previously
delivered to Buyer. Buyer may request changes to the scope of this
Agreement subject to written acceptance by Honeywell. Honeywell will
inform Buyer if the change causes a price modification or a schedule
adjustment. The change will be effective and Honeywell may begin
performance upon the Parties’ authorized signature of the change order.
10. Default and Termination. Either Party may terminate or suspend an
Order for material breach of the Agreement if the breaching Party fails to
begin a cure within 10 days after receipt of written notice from non-
breaching Party specifying the grounds, and to continue diligently to
cure the breach. If Buyer requests cancellation of an Order, Honeywell
may enforce any available remedies against Buyer, including seeking
recovery of expenses incurred by Honeywell due to producing
Deliverables including expenses and costs associated with
demobilization, remobilization, contract breakage, restocking, product
obsolescence and stranded costs. Honeywell may cancel any applicable
pricing discounts if Buyer fails to pay timely an undisputed invoice.
Honeywell will notify Buyer and parties will engage in a mandatory
HONEYWELL CONFIDENTIAL
executive escalation meeting with authorized decision makers within 10
days from Honeywell’s non-payment notice.
11. Inventions and Intellectual Property. “Intellectual Property”
means all copyrights, trademarks, trade secrets, patents, utility models
and other intellectual property rights recognized in any jurisdiction
worldwide, including all applications and registrations.
No right, title or interest in Intellectual Property provided by Honeywell is
transferred to Buyer under the Agreement, including Intellectual
Property existing prior to, or created independently of, the performance
of the Agreement. All Intellectual Property and results of Services,
including software, models, designs, drawings, documents, inventions,
and know-how (“Inventions”), conceived or developed by Honeywell in
connection with the Agreement, are the sole property of Honeywell and
Buyer assigns any rights it may have in such Inventions to Honeywell.
Buyer has no right or license to Intellectual Property or Inventions
provided by Honeywell, except as granted in the Agreement.
Honeywell and its suppliers retain all right, title and interest to all
Software, and all modifications and enhancements thereof, and no right,
title, or interest in the Software, or any copies thereof, is transferred to
Buyer. Buyer will hold all Software supplied by Honeywell in strict
confidence and will use best efforts not to disclose Software to others. All
Software delivered by Honeywell is subject to a software license or
software subscription agreement (“License”). If Buyer does not agree to
a License with Honeywell, Buyer does not have a license or right to
Software.
Buyer retains all rights that Buyer already holds in data and other
information that Buyer or persons acting on Buyer´s behalf input,
upload, transfer or make accessible in relation to, or which is collected
from Buyer or third party devices or equipment by, the Deliverables
(“Input Data”).
Honeywell and its Affiliates have the right to retain, transfer, disclose,
duplicate, analyze, modify and otherwise use Input Data to provide,
protect, improve or develop Honeywell’s products or services. Honeywell
and its Affiliates may also use Input Data for any other purpose provided
it is in an anonymized form that does not identify Buyer. Any Buyer
Personal Data contained within Input Data shall only be used or
processed in accordance with the data privacy terms of this Agreement
and applicable law. All information, analysis, insights, inventions and
algorithms derived from Input Data by Honeywell and/or its Affiliates
(but excluding Input Data itself) and any intellectual property rights
related thereto, are owned exclusively and solely by Honeywell and are
Honeywell´s confidential information. This section survives termination
of this Agreement.
12. Nondisclosure and Non-Use of Information. “Proprietary
Information” means: (a) any information, technical data or know-how in
whatever form, including, but not limited to, documented information,
machine readable or interpreted information, information contained in
physical components, mask works and artwork, that is clearly identified
as being confidential, proprietary or a trade secret; (b) business related
information including but not limited to pricing, manufacturing, or
marketing; (c) the terms and conditions of any proposed or actual
agreement, between the Parties or their Affiliates, (d) either Party’s or its
Affiliates’ business policies, or practices; and (e) the information of others
|3
 CONDITIONS OF SALE – HONEYWELL PROCESS SOLUTIONS, INDONESIA
identified as confidential, proprietary or a trade secret that is received by
either Party under an obligation of confidentiality.
The receiving Party will keep all Proprietary Information disclosed
confidential for 10 years following the expiration, termination or
completion of the work of this Agreement whichever period is longer.
Each Party will retain ownership of its Proprietary Information including,
without limitation, all rights in patents, copyrights, trademarks and trade
secrets. No right or license is granted hereby to either Party or its
customer, employees or agents, expressly or by implication, with respect
to the Proprietary Information or any patent, patent application or other
proprietary right of the other Party, notwithstanding the expiration of the
confidentiality obligations stated in this clause. Honeywell agrees to use
the Proprietary Information of Buyer only to provide products or services
for Buyer from Honeywell and not from any other source. Buyer will not
use or disclose Honeywell’s Proprietary Information for any other
purpose.
The receiving Party has no duty to protect information that is: (1) known,
publicly, at the time of disclosure or becomes publicly known through no
fault of recipient; (2) known to recipient at the time of disclosure through
no wrongful act of recipient; (3) received by recipient from a third party
without restrictions similar to those in this clause; or (4) independently
developed by recipient without use of or reference to the disclosing
Party’s Proprietary Information.
If the receiving Party is required to disclose Proprietary Information
pursuant to applicable law, statute, regulation, or court order, the
receiving Party will give the disclosing Party prompt written notice of the
request to provide a reasonable opportunity to object to the disclosure in
order to secure a protective order or appropriate remedy.
Each Party acknowledges and agrees that if it breaches any obligations
of this Non-Disclosure And Non-Use Of Information clause, the other
Party may suffer immediate and irreparable harm for which monetary
damages alone shall not be a sufficient remedy and that, in addition to
all other remedies that the non-breaching Party may have, the non-
breaching Party shall be entitled to: (i) seek injunctive relief, specific
performance or any other form of relief in a court of competent
jurisdiction, including, but not limited to, equitable relief, to remedy a
breach or threatened breach hereof by the breaching Party; and (ii)
enforce this Non-Disclosure And Non-Use Of Information clause. The
breaching Party waives all defenses and objections it may have on
grounds of jurisdiction and venue, including, but not limited to, lack of
personal jurisdiction and improper venue, and any requirement for the
securing or posting of any bond in connection with such remedy.
13. Data Privacy. For purposes of this Agreement, “Applicable Data
Privacy Laws” means applicable data protection, privacy, breach
notification, or data security laws or regulations; “Personal Data” is any
information that is subject to, or otherwise afforded protection under,
Applicable Data Privacy Laws and that relates to an identified or
identifiable natural person; an identifiable natural person is one who can
be identified, directly or indirectly, in particular by reference to an
identifier such as a name, an identification number, location data, an
online identifier or to one or more factors specific to the physical,
physiological, genetic, mental, economic, cultural or social identity of
HONEYWELL CONFIDENTIAL
that natural person, or as that term (or similar variants) may otherwise be
defined in Applicable Data Privacy Laws.
Each Party may process Personal Data in the form of business contact
details relating to individuals engaged by the other Party or its affiliates
(“Staff”) for the purposes of performing each Party’s obligations under
this Agreement and managing the business relationship between the
Parties, including their business communication ("Purposes").
The Parties will process such Personal Data as independent data
controllers in accordance with the terms of this Agreement and
Applicable Data Privacy Laws. Each Party will comply with the following:
(a) ensure the lawfulness of their data collection and the lawfulness of
data transfer to the other Party; (b) implement appropriate security
measures to protect Personal Data provided by the other Party against
accidental or unlawful destruction, loss, alteration, unauthorized
disclosure, or (remote) access; (c) protect Personal Data provided by the
other Party against unlawful processing by its Staff, including
unnecessary collection, transfer, or processing, beyond what is strictly
necessary for the Purposes; (d) prior to any transfer of Personal Data,
impose all obligations on third parties involved, as required by this
Agreement and Applicable Data Privacy Laws; and (e) securely delete
such Personal Data once it is no longer required for the Purposes.
Each Party shall be responsible for providing necessary information and
notifications required by Applicable Data Privacy Laws to its Staff. For
purposes of clarity, Honeywell will process any Personal Data concerning
the other Party’s Staff in accordance with its website privacy statement,
which may be amended from time to time and is accessible at
https://www.honeywell.com/en-us/privacy-statement, and the other
Party shall furnish Honeywell’s privacy statement to any of its Staff whose
Personal Data is so provided to Honeywell by the other Party Where
appropriate and in accordance with Applicable Data Privacy Laws, each
Party shall inform its own Staff that they may exercise their rights in
respect of the processing of their Personal Data against the other Party
by sending a request with proof of identity to the other Party's address set
forth in this Agreement or provided otherwise by the other Party in this
regard.
Where a Party’s Personal Data are transferred to a country that has not
been deemed to provide an adequate level of protection for Personal
Data by Applicable Data Privacy Laws, the other Party will either enter
into or apply legally recognized international data transfer mechanisms,
including: (1) Standard Contractual Clauses adopted or approved by the
competent supervisory authority or legislator; (2) binding Corporate
Rules which provide adequate safeguards; or (3) any other similar
program or certification that is recognized as providing an adequate level
of protection in accordance with Applicable Data Privacy Laws.
14. Miscellaneous. Each Party is responsible for compliance with all
import, export, and re-export control laws and regulations and will
mutually cooperate as needed.
Honeywell may suspend Services at Buyer’s expense if Honeywell
determines that performance of Services may compromise safety.
Buyer will allow Honeywell to issue mutually agreeable press releases,
technical papers, photographs and other publications relating to this
Agreement and the general operation of the Deliverables.
|4
 CONDITIONS OF SALE – HONEYWELL PROCESS SOLUTIONS, INDONESIA

While cyber security services will be provided in professional and of acceptance of the Agreement (excluding the Order), and then the
workmanlike manner, and include reasonable efforts to validate that Order.
recommended third party cyber security solutions will not detrimentally
The Agreement may not be varied except by a written change signed by
impact performance of Honeywell standard products, Honeywell makes
authorized representatives of both Parties. Provisions of the Agreement
no guaranty that the cyber security products (inclusive of equipment,
that by their nature should continue in force beyond the completion or
software and services) provided by Honeywell (“Cyber Security
termination of the Order or Agreement will remain in force. Buyer will not
Products”) will prevent a cyber-attack or mitigate the impact of any
delegate, transfer, or assign, by operation of law or otherwise, the
cyber-attack and Buyer acknowledges that Honeywell’s sole liability, and
Agreement, or rights or obligations under it, without Honeywell’s prior
customer’s sole remedy, for any failure of the Cyber Security Products to
written consent and any attempt to do so is void. For purposes of this
perform as specified is replacement of defective product and/or re-
Section, assignment includes any change in control of the Buyer or the
performance of defective service, provided Honeywell is notified by Buyer
merger of Buyer with any other legal entity.
of the defects in the Cyber Security Products during the agreed upon
warranty period. Notwithstanding any other terms agreed to between
Honeywell and Buyer, Buyer acknowledges that all Cyber Security
Products that do not carry the Honeywell brand (“Third Party Product”)
are provided to customer subject to the Third Party Product supplier’s
standard terms and conditions (including software license terms) in
effect at the time such Third Party Products are delivered to Buyer and
Honeywell has no liability whatsoever with respect to the performance or
non-performance of such Third Party Products.
If any provision of the Agreement is determined to be illegal, invalid, or
unenforceable, the validity of the remaining provisions will not be
affected.
The failure of either Party to enforce at any time any provision of the
Agreement may not be construed to be a continuing waiver of those
provisions.
This Agreement and all matters related to this Agreement will be
governed by, construed in accordance with, and enforced under the laws
of Singapore without regard to conflicts of law principles. Application of
the Uniform Computer Information Transactions Act and United Nations
Convention on Contracts for the International Sale of Goods, 1980, and
any successor law to either is specifically excluded. Any disputes (except
for disputes relating to Intellectual Property) arising out of or in
connection with this Agreement shall be finally settled by arbitration in
accordance with the Arbitration Rules of the Singapore International
Arbitration Center (“SIAC”). The seat, or legal place, of arbitral
proceedings shall be Singapore. The language to be used in the arbitral
proceedings shall be English. Each Party shall equally bear the
administrative costs and fees incurred by such proceeding. Any arbitral
award rendered under this Section may be entered in any competent
court and either Party may apply to such court for judicial recognition of
that award and an order of enforcement as the law of such jurisdiction
may require and allow. Parties agree that any judgment upon an arbitral
award rendered against it hereunder may be executed against its assets
in any jurisdiction. However, Honeywell may seek an injunction or enforce
a judgment against Buyer in any jurisdiction. Buyer will not bring a legal
or equitable action more than one year after the cause of action arose
unless a shorter period is provided by applicable law.
The Agreement and License contains the entire agreement between the
Parties and any pre-printed terms are excluded. Any terms on facility
entry documents or other similar documents signed by Honeywell after
the Order date are not applicable. If there is any conflict in terms, the
order of precedence is the License, any Addendum, Honeywell´s terms

HONEYWELL CONFIDENTIAL |5
 Honeywell Process Solutions
End User License Agreement
(Indonesia – English)
IMPORTANT: READ THIS END USER LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE agreement. Upon any updates, upgrades, error corrections, changes or revisions to a
INSTALLING OR USING THE SOFTWARE (AS DEFINED BELOW) ACCOMPANYING THIS previous validly licensed version, Buyer must cease use of the prior version of that
LICENSE. THIS LICENSE IS A BINDING AND ENFORCEABLE LEGAL AGREEMENT BETWEEN THE Software to the extent the prior version is not required for the updates, upgrades, error
BUYER AND PT HONEYWELL INDONESIA OR ITS AFFILIATES ("HONEYWELL"). YOU corrections, changes, or revisions to function.
ACKNOWLEDGE YOU ARE BINDING THE BUYER, AND REPRESENT YOU HAVE THE 2.5 Buyer acknowledges there are measures in the Software designed to prevent unlicensed
AUTHORITY TO DO SO, OR IF YOU DO NOT HAVE THE AUTHORITY, YOU WILL BE or illegal use of the Software. Buyer must not: (a) disclose keys required to use the
PERSONALLY LIABLE FOR ANY DAMAGES RESULTING FROM A BREACH OF THIS LICENSE. Software to any third party, (b) circumvent any license management, security devices,
HONEYWELL LICENSES THE SOFTWARE TO BUYER ONLY UPON THE CONDITION THAT BUYER access logs, or other Software protection measures, or (c) modify, tamper with, reverse
ACCEPTS ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE. BY OPENING engineer, reverse compile or disassemble keys. Upon use of a new Software key, Buyer
THE SEALED SOFTWARE PACKAGE, INDICATING ASSENT ELECTRONICALLY, OR will not use the old key.
DOWNLOADING, INSTALLING, COPYING, OR USING THE SOFTWARE, BUYER REPRESENTS 2.6 Buyer may not directly or indirectly deconstruct, decompile, disassemble, decode,
THAT IT READ, UNDERSTANDS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS translate, reproduce, redesign, reverse assemble or reverse engineer or otherwise
OF THIS LICENSE. IF BUYER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS attempt to derive the source code of Software, or allow any third party to do so. If local
LICENSE THEN DO NOT CONTINUE WITH THE INSTALLATION OR USE OF THE SOFTWARE law prohibits enforcement of such restrictions, then those restrictions are deemed
AND EITHER CONTACT HONEYWELL TO NEGOTIATE A SIGNED LICENSE AGREEMENT OR replaced by the following: Buyer must not, nor authorize third parties to, translate,
RETURN THE SOFTWARE WITHIN THIRTY (30) DAYS TO THE ENTITY FROM WHICH THE reverse engineer, decompile, disassemble or otherwise decode or alter; or create
SOFTWARE WAS OBTAINED FOR A REFUND. derivative works based on Software, without Honeywell written consent, except to the
extent expressly permitted by mandatory provisions of applicable law (including national
1. DEFINITIONS
laws implementing European Union Directive 2009/24/EC on the legal protection of
1.1 “Intellectual Property” means all copyrights, trademarks, trade secrets, patents, utility
computer programs) in order to gain certain information for limited purposes specified
models and other intellectual property rights recognized in any jurisdiction worldwide,
in these laws. Buyer may not exercise its rights under these laws unless Buyer has first
including all applications and registrations.
requested and Honeywell has refused to provide the required information in writing
1.2 “Licensed Use” means use by Buyer at the Buyer site on the authorized processor by the
within 30 days. Honeywell may impose reasonable conditions and request a reasonable
number of authorized users for Buyer’s internal purposes, and subject to other
fee before providing information. Information supplied by Honeywell or obtained by
restrictions, each as stated in the Software License Certificate for the Software that is
Buyer by permitted decompilation may be used by Buyer only for the purpose described
issued by Honeywell, a written agreement between Honeywell and Buyer specifying the
in this section and may not be disclosed to any third party or used to create any software
Licensed Use, the Honeywell proposal, or the Buyer order accepted by Honeywell (taking
that is substantially similar to the Software. Honeywell reserves all rights not expressly
precedence in that order). If the Licensed Use has not been specified, then the Licensed
granted in this section.
Use is a limited right to use the Software on the device on which it is delivered or, if the
2.7 Buyer will hold all Software and keys supplied by Honeywell, as well as the technology,
software was not delivered on a device, a single computer with one processor by one
documents, training materials, processes, algorithms, ideas, concepts, know-how and
user, solely for Buyer’s internal purposes; and neither concurrent use on two or more
trade secrets embodied in or related to Software (collectively “Protected Items”), in
computers nor use on a network is permitted.
strict confidence and will use best efforts to not disclose Protected Items to others.
1.3 “Software” means software and firmware provided by Honeywell, and all related
Buyer will take all actions necessary to prevent unauthorized access, disclosure, use,
documentation, data files, modules, libraries, electronic data, models, components and
distribution, possession, alteration, reproduction or transfer of Protected Items, and will
elements. Software includes any updates, upgrades, error corrections, changes or
train users to comply with this License. Buyer is responsible for all damages arising from
revisions delivered by Honeywell to Buyer under this License or a separate agreement.
unauthorized disclosure or use of Protected Items or any violation of this License.
2. LICENSE AND RESTRICTIONS
2.8 The Software may contain or be derived from third party licensor materials, including
2.1 Subject to Buyer compliance with the License and payment of the fees, Honeywell grants
software. Buyer must only use third-party materials with the Software and according to
Buyer a restricted, personal, limited, nontransferable, nonexclusive license, without right
the Licensed Use, and may not use third-party materials on a stand-alone basis or
of sublicense, to use the Software solely for the Licensed Use. Buyer may make a single
integrate with any other software. Third party materials may be subject to additional or
archival copy, which must include all proprietary notices and serial numbers. Except as
alternate licenses, restrictions and obligations, which, if applicable, may be found in
expressly granted in this License, no license or right, whether expressly, implicitly, by
materials accompanying those third party materials or the Software, in the
estoppel, or conduct of the parties, is granted.
third_party_licenses file on the Software media, or at
2.2 The Software is licensed and not sold. Honeywell and its suppliers retain all right, title
http://www.honeywell.com/ps/thirdpartylicenses. Each third party supplier has the
and interest in and to the Software, and all Intellectual Property rights therein, including
right to enforce this License and the applicable terms and conditions with respect to that
copies, translations, adaptations, modifications, derivations, and enhancements of the
third party’s materials. Buyer may only use Microsoft Corporation embedded software
Software. No right, title, or interest in or to the Software, or to any copies thereof, is
on a system that directly supports the Licensed Use of the Software and may not install
transferred hereunder to Buyer.
or run that software on a system which provides general purpose consumer or business
2.3 Except as stated in this License, Buyer may not without Honeywell prior written consent:
tasks or processes, including general purpose e-mail, word processing, spreadsheet,
(a) permit any third parties or non-licensed entities, including contractors, to use the
database, scheduling and personal finance software. Buyer will separately obtain and
Software; (b) copy, modify, sublicense, rent, lease, loan, timeshare, use in the operation
comply with any licenses necessary for third party software not supplied under this
of a service bureau, sell, distribute, disclose, publish, assign, grant a security interest in,
License, including but not limited to licenses for software which connects and interfaces
encumber or transfer in any manner the Software or any license rights; (c) use the
with the Software such as OSI DAP.
Software for other than the Licensed Use; (d) create derivative or merged works of the
2.9 Unless otherwise specified in the Licensed Use, Buyer may only use the Software in a
Software or separate the component parts of the Software; (e) use or allow use of the
physical operating system environment (an operating system environment that is configured
Software for processing data of any person or entity other than Buyer; (f) input, upload,
to run directly on a physical hardware system) and may not use the Software in a virtual (or
transmit or otherwise provide to or through the Software, any unlawful, injurious or
otherwise emulated) or cloud-based system or platform.
malicious information, materials or code; (g) perform, publish or release any penetration
or vulnerability assessments, benchmarks or other comparisons regarding the Software;
3. TERMINATION OF LICENSE AND SURVIVAL
(h) alter or remove any proprietary rights notices or legends on or in the Software; (i) use
The Software license granted is effective on the date Buyer first installs, uses, downloads,
Honeywell trademarks, service mark, logos or other indicia of source; (j) use the Software
accesses or takes delivery of the Software, and continues for the duration specified in
in hazardous environments requiring fail-safe performance where the failure of the
Software License Certificate for the Software issued by Honeywell, a written agreement
Software could lead directly or indirectly to death, personal injury, or severe property or
between Honeywell and Buyer, the Honeywell proposal, or the Buyer order accepted by
environmental damage, including, without limitation, the operation of nuclear facilities,
Honeywell (taking precedence in that order) or until terminated as stated in this License.
aircraft navigation or communication systems, air traffic control, direct life support
Honeywell may terminate the License if Buyer defaults under the License and does not
machines, or weapons systems; (k) give a Honeywell competitor direct or indirect access
remedy the default within 10 days after receiving written notice from Honeywell, or if Buyer
to the Software or use the Software for development, provision or use of a competing
is in bankruptcy, insolvency, dissolution, or receivership proceedings. Upon termination of
software service or product; or (l) disclose any source code of which Buyer becomes
the License: (a) Honeywell may repossess Software and all copies, (b) Buyer must
aware. Buyer will not allow or enable a third party to engage in any of the foregoing.
immediately stop use of Software and return, destroy or delete, as directed by Honeywell, all
2.4 Software that the Buyer is not licensed for may be included on storage media for
copies of Software and associated keys from its system; and supply written certification of
administrative convenience. Buyer has no right or license to any unlicensed software.
that destruction, deletion or return, and (c) the license to the Software terminates. These
Buyer must not access or permit any third party access to the unlicensed software.
remedies are cumulative and in addition to any other remedies available to Honeywell and
Software fees do not include support, installation or training. Support, installation and
termination does not affect any cause of action accruing to Honeywell before termination.
training, to the extent offered by Honeywell, may be provided pursuant to a separate
agreement between the parties. For as long as Honeywell is supporting the Software,
4. BUYER OBLIGATIONS
and subject to prior payment by the Buyer of the applicable support fee, support will be
4.1. Buyer must maintain complete, current and accurate records documenting the location,
provided per the separate agreement and for each year thereafter, at Honeywell’s then
access and use of Software. Honeywell or its designee may: (a) require Buyer to send
current support fee unless support fees are otherwise specified in the separate
written certification of compliance with the terms and conditions of this License within
Page 1 of 2 HPS Software License_Indonesia_English_1 November 2018.docx
 30 days of Honeywell request; (b) upon reasonable notice, audit the records and
electronic logs of access to Software; and (c) obtain true and correct photocopies during
regular business hours at Buyer offices in a manner not to interfere unreasonably with 7. LIMITATION OF LIABILITY
Buyer’s normal business activities. Buyer agrees to provide all cooperation and IN NO EVENT WILL HONEYWELL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL,
assistance as Honeywell may reasonably request to enable Honeywell to exercise its PUNITIVE, STATUTORY OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF
rights under this License. PROFITS, REVENUES OR USE, OR THE LOSS, CORRUPTION, OR RECOVERY OF DATA, OR
4.2 If any audit discloses any underpayment, Buyer must promptly pay Honeywell the BREACH OF DATA OR SYSTEM SECURITY, EVEN IF INFORMED OF THE POSSIBILITY OF THESE
underpaid license fees and related maintenance and support fees with interest at a DAMAGES. THE AGGREGATE LIABILITY OF HONEYWELL RELATED TO THE LICENSE WILL IN NO
monthly rate of the lower of 1.5% or the highest rate allowed by law. If the CASE EXCEED THE LESSER OF THE AMOUNT PAID BY BUYER FOR THE SOFTWARE OR US
underpayment is 5% or more of the total amount of license fees paid for the Software, $1,000,000. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND
Buyer must reimburse Honeywell for its audit costs and audit related expenses. EXCLUSIONS APPLY IF LIABILITY ARISES FROM BREACH OF CONTRACT, INDEMNITY,
5. SOFTWARE LIMITED WARRANTY WARRANTY, TORT (INCLUDING NEGLIGENCE), OPERATION OF LAW, OR OTHERWISE.
5.1 Honeywell warrants that Software, as first delivered by Honeywell, will materially 8. UNITED STATES OF AMERICA GOVERNMENT END USERS
operate according to Honeywell published user documentation for 90 days after date of Software acquired by or for any unit or agency of the United States Government ("U.S.
first shipment to Buyer. Third-party software within Software is warranted for the Government") is classified as "Commercial Computer Software," as that term is defined in
shorter of 90 days or the third party warranty period to Honeywell. If Honeywell the applicable provisions of the Federal Acquisition Regulation and supplements thereto,
confirms a defect in Software during the warranty period then, at no charge to Buyer including the Department of Defense FAR Supplement. The terms and conditions of the
and as Buyer’s sole and exclusive remedy, Honeywell must, at its option, either repair or License pertain to the U.S. Government’s use and disclosure of the Software, and supersede
replace defective Software. Software repaired or replaced is warranted for the any conflicting terms or conditions, except to the extent that any term or condition is
remainder of the original warranty period. Delivery of error correction, updates, inconsistent with United States Federal law. If the U.S. Government requires any rights that
upgrades, changes, revisions or additional copies will not restart or otherwise affect the are not conveyed under this License, those rights will be separately negotiated and will be
warranty period. set forth in a separate written license or in a written addendum to this License.
5.2 Honeywell warrants that the media on which Software is shipped is free of material 9. GENERAL
defects in workmanship for a period of 30 days from date of first shipment. Honeywell’s 9.1 Buyer will comply with all the export control and data privacy and protection laws and
sole obligation for breach of this warranty, and Buyer’s sole remedy, is the replacement regulations of the United States and any country having proper jurisdiction and will
of the media and the Software on that media. obtain all necessary export licenses for any export, re-export, transfer and use of all
5.3 The warranties specified in this Software Warranty clause will not be effective and
product, technology and software purchased, licensed, or received from Honeywell.
Honeywell will have no obligation or liability to Buyer if: (a) Software is not used
9.2 If any provision of the License is determined to be illegal, invalid, or unenforceable, the
according to the applicable documentation and Licensed Use; (b) Software is altered,
validity of the remaining provisions will not be affected.
modified or revised by or for Buyer; (c) Buyer’s computer hardware malfunctions or the
9.3 The failure of either party to enforce at any time any provision of the License may not be
electrical power or external electrical circuitry is defective; (d) Buyer uses Software with
construed to be a continuing waiver of those provisions.
any computer hardware or software not approved or recommended by Honeywell as
9.4 The License is governed by the laws of Singapore, without regard to conflicts of law
compatible with Software in its documentation; or (e) the warranty claim is unrelated to
principles. Application of the Uniform Computer Information Transactions Act and
a warranted defect in Software or cannot be reproduced by Honeywell.
United Nations Convention on Contracts for the International Sale of Goods, 1980, and
5.4 Honeywell does not warrant that the quality or performance of any Software meets
any successor law to either is specifically excluded. Honeywell may seek an injunction or
Buyer’s requirements or that Buyer will achieve any particular results from use of the
enforce a judgment against Buyer in any jurisdiction. Buyer will not bring a legal action
Software or that the Software operates uninterrupted or free from error. Buyer assumes
under the License more than two years after the cause of action arose unless a shorter
full responsibility for: (a) the selection of the Software; (b) the proper installation and
period is required by law.
use of the Software; (c) verifying the results obtained from the use of the Software; and
9.5 The License contains the entire agreement between the Parties regarding the subject
(d) taking appropriate measures to prevent loss or theft of data. Honeywell assumes no
matter and supersedes any prior representation or agreement, oral or written, and all
responsibility or liability for any injury or damage to any persons or property resulting
other communications between the parties relating to the subject matter. All pre-
from the use by Buyer of the Software. Buyer warrants that Buyer will take precautions,
printed terms on Buyer’s order are excluded.
establish procedures and post notices to ensure that persons and property are not
9.6 The License may not be varied or waived except by a written change signed by
harmed in the event of an error, malfunction or unexpected operation of the Software.
authorized representatives of both Parties. Provisions of the License that by their nature
5.5 WARRANTIES IN THIS LICENSE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
should continue in force beyond expiration or termination will remain in force. If there
WHETHER WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING
is a conflict between this License and the terms of any other documents or agreements,
WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-
this License prevails.
INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE OR ARISING FROM COURSE
9.7 The License is in the English language only, which language is controlling in all respects,
OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE REMEDIES IN THIS
and all versions of this License in any other language are for convenience only and are
LICENSE ARE BUYER’S ONLY REMEDIES FOR BREACH OF WARRANTY. ORAL OR WRITTEN
not binding on the parties.
INFORMATION OR ADVICE GIVEN BY HONEYWELL, ITS DEALERS, DISTRIBUTORS, AGENTS
9.8 Buyer grants Honeywell a royalty-free, fee free, worldwide, irrevocable, perpetual license
OR EMPLOYEES WILL NOT INCREASE THE SCOPE OF THIS WARRANTY. HONEYWELL
to use and incorporate into its products and services any suggestions, comments or other
MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF ITS LICENSORS.
6. PATENT AND COPYRIGHT INDEMNITY feedback provided to Honeywell. Buyer will not give any feedback that it has reason to
6.1 Honeywell will defend any third party suit against Buyer claiming that the Software believe is subject to any third party Intellectual Property claim or right.
infringes a valid United States or Indonesia patent or copyright existing as of the License 9.9 Buyer will not delegate, transfer, or assign, by operation of law or otherwise, the
effective date and will indemnify Buyer for any final judgment against Buyer resulting License, or rights or obligations under it, without Honeywell’s prior written consent and
any attempt to do so is void. The License binds any successors or assigns and Buyer must
from the suit provided Buyer: (a) gives Honeywell prompt notice when Buyer becomes
present the License to any assignee and the assignee must agree in writing to be bound
aware of a third-party claim, (b) gives complete authority and assistance (at Honeywell
by the License. For purposes of this Section, assignment includes any change in control
expense) for disposition of the claim, and (c) makes no prejudicial admission about the
of the Buyer or the merger of the Buyer with any other legal entity.
claim.
6.2 Honeywell has no liability for: (a) Software supplied per Buyer designs, drawings or THE SOFTWARE AND DOCUMENTATION ARE PROTECTED BY COPYRIGHT LAW OF THE UNITED
specifications, (b) Software used other than for the purpose for which it is delivered, (c) STATES AND OTHER COUNTRIES AND INTERNATIONAL TREATY. UNAUTHORIZED
claims resulting from combining Software with a product or software not supplied by REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
Honeywell, (d) modification of Software by other than Honeywell, (e) compromise or
settlement made without written Honeywell consent; (f) claims resulting from Buyer’s
failure to install updates, upgrades, error corrections, changes, or revisions, or (g) Buyer’s
costs or attorney fees.
6.3 If an infringement claim is made or is likely, Honeywell may at its option and expense:
(a) procure the right for Buyer to continue using the Software, (b) modify the Software
to be non-infringing, or (c) accept return of the Software (and terminate the License) and
credit Buyer the purchase price paid for the Software, less reasonable depreciation for
use, damage and obsolescence. Failure of Buyer to accept any of the above remedies in
lieu of the infringing Software will relieve Honeywell of all liability for infringement.
Failure to ship infringing Software will not breach the License.
6.4 THIS SECTION STATES HONEYWELL’S ENTIRE LIABILITY AND BUYER’S SOLE RECOURSE
AND EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT. ALL WARRANTIES
AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, WHETHER STATUTORY,
EXPRESS OR IMPLIED, ARE DISCLAIMED.

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