PERANCANGAN

KONTRAK
INTERNASIONAL

Kelompok 4
SALE AND PURCHASE AGREMENT
This Agreement was made on March 30, 2023 and comes into effect from April 16, 2023 This sale and
purchase Agreement hereinafter referred to as the "Agreement“

(Further in this Agreement, the First Party and the Second Party unless specifically referred to, are
individually referred to as the "Parties" and together as the "Parties")
RECITAL
WHEREAS:

The First Party is an Indonesian Limited Liability Company engaged in business, trade, investment,
and corporate travel with a concept that aims not only to penetrate the domestic market but also to the
international market. The Second Party intends to sell the thing.

Both parties are companies incorporated in South Korea by the nature of business including but not
limited to consulting services, investment promotion and trading activities operating in South Korea.
The second party attempted to purchase a number of SSS GRY JT123 R16 SANDY MG alloy wheels

to meet its commercial vehicle production base of 100,000. (one hundred thousand) of these.

NOW THEREFORE, taking into account the agreements and agreements contained herein, the Parties
hereby agree as follows:
ARTICLE
ARTICLE 1
DEFINITION
1. "Wheels" are the outer circles of wheels made of metal.
2. "Weekdays" Monday through Friday.

3. A cargo ship means a merchant ship that transports cargo, goods, and materials from one port to
another.
4. "Rupiah" means the standard unit of money used in Indonesia.

5. "Letter of Credit" means a payment method used in international trade to guarantee payment
from importers to exporters;
ARTICLE
ARTICLE 2
OBJECT
1. The first party agrees to sell the goods to the second party located at Address: El Green Residence Blok B5
No.1 Kec. Cicalengka Kab. Bandung Prov. West Java. The details are as follows:
 RING : 16X7
 HOLE/PCD : 8×100-114.3
 ET/Offset: 42
 COLOR : SANDY MG
 Price : Rp.250.000,- per pcs
 Packing: Export standard wooden pallets (as per requirements)
ARTICLE
ARTICLE 3

PRICE
1) The price agreed by the first party and the second party is Rp.250.000,- per ps X 100 pcs =
Rp.25.000.000.000 (Twenty Five Billion Rupiah)
2) Insurance : Rp. 40.000.000,- (forty million rupiah)
3) Customs : Rp. 250.000.000,- (two hundred fifty million rupiah)
4) Other expenses : Rp. 50.000.000,- (fifty million rupiah)
ARTICLE
 ARTICLE 5
ARTICLE PAYMENT
1. The Parties agree that the total price of the shoes is Rp. Rp.25.000.000.000.000 (Twenty Five Billion Rupiah)

2. Both Parties agree to make an upfront payment of 30% of Rp.7.500.000.000.000,- (Seven Billion Five hundred
Million Rupiah) and 70% of the copy of the Bill of Lading

3. The second payment is equal Rp. 17.500.000.000.000,- (seventeen billion five hundred million rupiah)

4. Made no later than 7 days after the Agreement is concluded and signed by the Parties;

5. The seller is responsible for taking care of the export permit of goods on the cargo ship that is ready to be shipped.
6. Price of shipping goods using cargo ships from Tanjung Priok Port Indonesia to Chiyago Port (CGXR)

7. Payment is made via BRI bank transfer.

8. The First Party's account 3226946467647 in the name of PT Along in Line Seirama.
9. The Second Party pays the price and all costs that come out of shipping the goods.
10. Payment date is April 20, 2023
ARTICLE ARTICLE 6
DELIVERY
1. This shipment uses the FOB (Free On Board) method from Tanjung Priok Port Indonesia to the destination of Chiyago Port
(CGXR) South Korea, provided that the seller is responsible for taking care of export permits to loading goods on ships that are
ready to depart. Transportation costs from the port of origin to the port of destination will be the responsibility of the buyer in the
amount of Rp. 2.200.000.000,- (twenty billion two hundred million rupiah)
2. Place of Delivery, PT Along in Line Seirama sends via container box to Tanjung Priok port, and will be sent to Chiyago Port
(CGXR) South Korea with recipient Wolgwang Jadongcha Geurup International Corp.
3. Delivery Date/Period, will be delivered on April 20, 2023 after the signing of the agreement is agreed by both parties.
4. Couriers, goods are transported in container boxes and shipped using Mitra Utama Express ship cargo from Tanjung Priok Port
Indonesia to Chiyago Port (CGXR) South Korea.
5. Shipping costs, PT in line with the rhythm is obliged to deliver the goods to the cargo ship and the costs will be borne by PT in line
with the cargo ship and from the cargo.

ship to the destination port, Wolgwang Jadongcha Geurup International Corp. will be responsible for it.
ARTICLE
ARTICLE 7
CONDITIONS SUBSEQUENT

1. This agreement is automatically canceled if the buyer does not fulfill the installment according to the agreed date, but is granted
relief for 14 days after the installment payment date. If it exceeds the waiver time limit, the agreement is automatically considered
void
2. This agreement is void by itself, if the Seller does not deliver the goods under the agreement because the Buyer paid or fulfilled the
sale price.
ARTICLE
ARTICLE 8
REPRESENTATIONS AND WARRANTIES OF THE SELLER

1. Seller is a limited liability company legally established under the laws of Indonesia and licensed to carry on its
business and legally under the Law.
2. The seller has an export license under Indonesian law
3. The seller is authorized to take the necessary actions to fulfill the signed agreement
ARTICLE
ARTICLE 9
BUYER'S REPRESENTATIONS AND WARRANTIES

1. The buyer is a Limited Liability Company incorporated under the laws of South Korea
2. The buyer has an import license in accordance with South Korean law

3. The buyer is authorized to take the necessary actions to fulfill the agreement made Executed.
ARTICLE
ARTICLE 10
POSITIVE DEAL

During the terms of the agreement :

1. 1.The seller is responsible if there is a defect or the quantity of goods is less (if any damage during shipping, this is beyond the
responsibility of the seller).
2. The seller bears the shipping cost and insurance during delivery.
3. The buyer confirms that he has paid by sending proof or other things.
ARTICLE
ARTICLE 10
POSITIVE DEAL

During the terms of the agreement :

1. 1.The seller is responsible if there is a defect or the quantity of goods is less (if any damage during shipping, this is beyond the
responsibility of the seller).
2. The seller bears the shipping cost and insurance during delivery.
3. The buyer confirms that he has paid by sending proof or other things.
4. The seller is only responsible for the object until it reaches Chiyago, South Korea
5. The seller must ensure that the goods shipped are not damaged, defective or lost.
6. The buyer pays for the goods sold before delivery of the goods.
ARTICLE
ARTICLE 11
NEGATIVE AGREEMENT

During the terms of the agreement :

1. Buyers are prohibited from committing fraud in the payment process
2. Parties are prohibited from defaulting.
3. Sellers are prohibited from committing price fraud.
ARTICLE
ARTICLE 12
COMPENSATION

1. The Seller will replace if there is a discrepancy and/or there is a defect in the goods sent.
2. If the seller manipulates the goods, the buyer is entitled to compensation in the form of similar goods.
ARTICLE
ARTICLE 13
GUARANTEE

The Guarantors hereby, together, unconditionally and irrevocably, warrant and agree:

1. To act as a guarantor of the performance of the obligations for which the buyer is responsible in this sale and purchase
agreement.
2. Agree to pay any fees and expenses necessary to fulfill the seller's rights

3. Agree to compensate if the goods are lost, damaged, defective and will be replaced with the original goods.
ARTICLE ARTICLE 14
EVENT OF DEFAULT

Due to payment failure

1. If the buyer fails to pay the deposit, settlement or other amount payable under this Agreement on the due date and payable.
2. If the buyer is unable to pay, the seller gives 30 days to pay his obligations, if the 30- day deadline passes, the agreement is automatically canceled.
Misrepresentation / not fulfilled

3. If the first and second parties provide false information, by creating an invalid or expired business license.
4. If any representations or warranties are made or purported to be made by the parties in or under this Agreement, for example any certificate or
representation delivered under this Agreement is or proves to be untrue in any respect.
Due to breach of liability

The Parties do not perform or comply with any obligations stated to be incurred by them under this agreement.
Can't Pay

The buyer, or for legal purposes is deemed, to be unable to pay his obligations when due, admitting his inability to pay them when due. And it must be
proven whether the company is bankrupt or unable to pay
Because it violates the law

If there is a delivery of goods outside the agreement, the buyer is free from fees or violations of law and is entirely the responsibility of the seller.
ARTICLE
ARTICLE 15
REMIDIES

1. If the buyer does not fulfill the payment according to the date agreed by both parties and has passed the release deadline, then
7 days after the deadline for waiver, the agreement is declared in default.

2. If the goods sent are not suitable or defective, the seller must return the goods that meet the requirements or are not defective
according to the agreement with a time limit of 14 days after the warning of defective goods, if the seller does not also send
the goods back to the buyer, then the seller must return the purchase price of the goods

3. If the parties do not fulfill the payment of taxes in the process of organizing this sale and purchase in accordance with the
agreement in the agreement, then there is a declared failure of payment.
ARTICLE
ARTICLE 16

FORCE MAJEURE

1. Each party must notify that force majure or force majeure has occurred.

2. In the event of force majeure, the seller must include concrete evidence to ensure its correctness.
3. All material losses suffered as a result of a Force Majeure event are not obligated to pay the losses but are void from the agreement.
4. If within 7 (seven) days after the first party's notification to the second party about force majeure, but the second party has not
provided any answer or response, then the second party is deemed to agree and know the circumstances.
ARTICLE
ARTICLE 17
CHOICE OF LAW

1. The substantive law of the Republic of Indonesia governs all matters arising out of or relating to this Agreement
2. This Agreement is construed and construed in accordance with the substantive laws of the Republic of
Indonesia
ARTICLE
ARTICLE 18
FORUM OPTIONS

The parties acknowledge and abide by this agreement, any dispute arising out of or related to this agreement is determined exclusively
by BANI (Badan Arbitrase Nasional Indosia) Arbitration Center located in Bali
ARTICLE
ARTICLE 19
LANGUAGE

1. This Agreement is signed in 2 (two) original documents in Indonesian and Korea. The parties agree to provide
an official translation of this Agreement into English. The translation will be certified by the Parties and may be
relied upon as an accurate representation of the official form.
2. In the event of any discrepancy, the English version shall prevail and be binding on the Parties.
3. Any documents to be submitted by the Parties in connection with this Agreement shall be in English or shall be

4. accompanied by an English translation notarized by the sending party.

English shall be the official language for all matters referred to in the arbitration.
ARTICLE
ARTICLE 20
NOTICE

PT Seiring Sejalan SeIrama

Attention:Tirta Cakti Wisesa, S.H., M.H. Head of Legal Section Rancaekek 08 No 8 Bandung City, Indonesia
Phone: (+62) 850 9552 3522
Fax: (+62) 839 3128 7376
Telex: (+62) 812 6985 3657
Email: Seiringsejalanseirama@gmail.com

With a copy to the Lawyer of PT. I Borwezt (Tbk) Willysey Law Firm &; Legal Consultant Attention: Mr. Willysey Narmora Situmorang, S.H.,
M.H., Moh Tohha St. Number 16 Bandung City, Indonesia.
Phone: (+62) 812 8867 5653
Fax: (+62) 888 8897 3132
Telex: (+62) 821 8709 8876
Email: willyseylawfirm@gmail.com
ARTICLE
PT Wolgwang Jadongcha Geurup International Corp.

Attention: Kim So Jin Head of Legal Department 145 Anam-ro, Seongbuk-gu, Seoul, South Korea
Phone: (+49) 877 4872 5557
Fax: (+49) 709 0498 4321
Telex: (+49) 821 3650 6956
Email: wolgwanglawfirm@gmail.com

With a copy to Wolgwang Jadongcha Geurup International Corp. Lawyers, Gryffindor Law Firm &; Legal Consultants
Attention : Jo Seong LL.B., LL.M., 15 Anam-ro, Seongbuk-gu, Seoul, South Korea Phone : (+49) 578 5480 9870
Facsimile : (+49) 348 9954 3522
Telex. : (+49) 765 4789 6989
Email : seyqylawfirm@gmail.com
ARTICLE
ARTICLE 21

TERMINATION OF CONTRACT

1. This Agreement may be terminated by written notice as set forth herein from one party to the other upon the occurrence of any of
the following events:

a. For material default by either party in the performance of the obligations set forth in this Agreement;

b. When a party is dissolved, becomes insolvent, files or performs a bankruptcy or insolvency action.
2. The party terminating this Agreement must give written notice to the other party 20 (twenty) days in advance.
ARTICLE
ARTICLE 22
CONTRACT AMENDMENT
1. This Agreement may be amended or modified only by a written instrument signed by an authorized representative of the parties.
2. This Agreement may only be modified by a written instrument specifically referred to this Agreement and signed by Buyer and
Seller.
3. This Agreement shall not be deemed modified orally or by any continuing custom or practice.
4. No amendment relating to any particular provision contained therein or Seller's obligations or rights shall apply to Seller unless
Seller has agreed to such amendment in writing.
5. In testimony wherein, the undersigned, who is fully authorized to do so, on behalf of the Parties signs this agreement.
ARTICLE ARTICLE 23
EXHIBIT

-All products are packed with wood packaging

-The wood is waterproof and not easy to break

-Made of premium metal

-Not easy to rust