AGREEMENT OF COOPERATION CONTRACT

Between
PT. SYNNEX, Tbk
With
VAN NISTEL SILVER, CO. Ltd.
About
COOPERATION SALE SILVER
N0. 007 / PKKS / 2013
On this day, Tuesday, June Eleven year Two Thousand Thirteen (11-06-2013) held at Yogyakarta,
has made an agreement signed below:
I.

Romadhoni, S.E. : Addressable as ID NIK: housing 1234 745610 654321 Gandaria One
Resident Merapi No. 9 Yogyakarta. In this case acted in positions as Director of PT.
SYNNEX, Tbk is located at Jalan Panjajaran No. 1, kotagede 55282 Legal entity No. 252
/ YK / 2002 Phone Number 274-556789 Fax +62 0274-556789 Website:
www.synnex.com
Furthermore, this contract is called the FIRST PARTY.

II.

Zenni Herman Havven, L.L.M: In terms of this act in the office of the Director Van
Nistel Silver, CO. Ltd which has offices in Paris Eiffel 9 Dell No. Phone +31 015 215
1715 Fax +31 015 215 1715 Website: www.Van-Nistelsilver.com
Furthemore called the SECOND PARTY.
The FIRST and SECOND PARTY hereinafter jointly referred the parties.
The parties explained beforehand that:
I.

THE FIRST PARTY is an incorporated production company engaged in the

production of accessories and jewelry.

II.

SECOND PARTY is a legal entity which carries on business store various kinds of
silver which is in Eiffel, Paris France.

III.

That to increase production, so the FIRST doing a purchase agreement with the
SECOND PARTY and SECOND PARTY kesedianya states to implement the

cooperation agreement the purchase.

Based on the matters mentioned above, both sides agreed to set up and signed this
agreement with the terms and conditions as follows:

Article 1
DEFINITION OF AGREEMENT
(1) THE AGREEMENT is an action of one or more bind himself to one or more
persons.
(2) SALE AGREEMENT referred to in this agreement is an agreement of sale and
purchase accessories and silver jewelry.
(3) ACCESSORIES AND SILVER JEWELRY are earrings, bracelets, necklaces,
rings, brooches, and key chains are made with copper base material that is forged
using soft lead.
(4) SILVER MOTIVE consists of a puppet, names, and distinctive silver carvings Jogja.
(5) SELLER is PT. SYNNEX, Tbk as silver companies that produce premium grade
silver with a variety of shapes and provide them with training so well as handicrafts.
(6) PURCHASER is PT. Van Nistel Silver as companies that receive and buy silver
accessories from the seller.
(7) SILVER are malleable metal by model akseroris either hot or not hot.
(8) PT. INDO TRANS is company freight forwarding services in this agreement.
(9) PT. WORLD FINANCE is an insurance company that provides insurance services
in this agreement.
(10) PT. HSBC BANK is a banking company that provides shipping services payments in
this agreement.

Article 2A
THINGS THAT IS THE SUBJECT AGREEMENT

RIGHTS AND OBLIGATIONS OF FIRST PARTY

(1) The FIRST PARTY is obliged to send the goods according to the procedures that
have been agreed until the item is in the power of the SECOND PARTY
(2) The taxpayer is responsible for the goods defective, discolored (blackened), imprint
on the skin by replacing
(3) Must deliver the goods according to the specifications and deadlines orders from the
SECOND PARTY
(4) Mandatory ship the goods after receiving 30% of the total payment of the SECOND
PARTY no later than one twenty-four hours from the agreed time
(5) Eligible to receive an advance of 30% of the total payment before the delivery
process
(6) The right to postpone delivery of the goods, if 30% of the total payment has not been
met by the SECOND PARTY
(7) Entitled to receive all payments through the agreed mechanism
ARTICLE 2B
RIGHTS AND OBLIGATIONS OF BOTH PARTIES
(1) Obliged to send an advance amount agreed to the FIRST PARTY
(2) Obliged to pay off the rest of the payment to the FIRST PARTY after the item is
received through the payment mechanisms that have been selected and agreed upon
(3) Eligible to receive the goods intact and without any defect
(4) The right to ask for replacement / exchange of similar goods in the event of disability
or property damage due to the element of intent / expired items from the FIRST
PARTY

Article 3
SUPPLY PRODUCT
(1) Go through a process of negotiation between the FIRST and SECOND PARTY held
at the Sheraton Hotel, Jogjakarta.

(2) Offer made by the FIRST PARTY through a sample of products, display products
and catalogs describing the types and models of silver accessories in accordance with
the specifications agreed upon in this agreement.
(3) The term of a maximum of 30 deals (thirty) days after the bidding is done.
(4) The period of time of booking a maximum of 7 days after the agreement between the
FIRST PARTY and THE SECOND PARTY
(5) The period of ordering items 35 (three-fifty) days and no later than 20 (twenty) days
before the date of delivery.
(6) Accessories silver will be sent to the address of the SECOND PARTY in accordance
with the identity of the listed / listed in this agreement.
(7) Delivery will be carried out one month after the signing of this agreement through
service delivery ship PT. Indo Trans is located at Jalan MT. Bambang Haryanto No.
07, 55281 Yogyakarta.
(8) In case of damage during shipping unintentional and not tersebab expiration major
production materials, the FIRST PARTY is not obliged to pay for the damage, but if
the damage occurred due to negligence or intentional misconduct of the company, the
FIRST PARTY sejunlah willing to do the replacement of damaged packages.
(9) The SECOND PARTY will send a confirmation code making submissions after the
SECOND perform full payment according to the agreement.
(10) The process of sending approximately three (3) weeks or later than 4 (four) weeks,
the delivery process is done 30 (thirty) days after the agreement is signed. If within
this period the goods have not reached the destination, the FIRST PARTY will be
responsible for using alternative routes that have been approved by both parties.

Article 4
FORM PRICE
(1) In the case of silver delivery has been agreed between both parties object delivery
unit is calculated by the size of the score. One kodinya accounting for 20 pieces of
silver accessories.

(2) Discount / retention will be enforced every purchase of 100 score.

(3) Discount / retention to be applied every purchase of 100 scores is 1%.
(4) In the case of purchases that do not reach 100 scores then no retention imposed.
Example: Purchase of 50 scores = not applicable retention
Purchase 250 score = the retention only applies to the amount of 200 scores
and does not apply to the amount of the remaining 50
scores
(5) Currency to be used in the transaction is the Indonesian Rupiah.
(6) In the case of the rupiah exchange rate falls, the nominal payment / price refers to the
price agreed in the initial contract.
(7) In the case of the rupiah exchange rate rises, the nominal payment / price adjusted by
the value of the rupiah rise at that time apply.
Example: 1 dollar = USD $ 9000.00
1 score = Rp 10,000,000.00
If an increase in the rupiah exchange rate, it will be:
1 dollar = USD 9,500,000.00
1 score = Rp 10.555,556,00
(8) In the case of requests to add items beyond the first contract, the price increase
demand for goods must be based on a new contract and did not refer to the first
contract.
(9) The calculation of the price mentioned in the articles form above price applies only to
the type of cash payment.
(10) In terms of the type of loan payments then applied the addition of interest (additional
price) 40% of the total transactions with 6 installments within 6 months every 10th.
(11) If there is extra time then the interest payment in accordance with the applicable fold
increments agreed payment.

(12) The FIRST and SECOND PARTY agree that the price of buying and selling silver
accessories into this agreement with price details as follows:
No
1.

Type
Model
Size
Watch a mixture Rings and S
of gold and alloy

Price (rupiah)
Rp 65.000,00

Earrings
M/gr

Rp 70.000,00

Bracelet

Necklace

2.

Accesories

alloy Brooch

L/gr
Xl/gr
s/gr
m/gr
l/gr
Xl/gr
s/gr
m/gr
l/gr
Xl/gr
All

Rp 75.000,00
Rp 80.000,00
Rp 100.000,00
Rp 105.000,00
Rp 110.000,00
Rp 115.000,00
Rp 120.000,00
Rp 125.000,00
Rp 130.000,00
Rp 135.000,00
Rp 35.000,00

All

Rp 140.000,00

All

Rp 25.000,00

mix.
Pendant
carved
silver
Key chain

Article 5
PAYMENT METHOD
(1) Both parties have agreed on how the payment is selling silver accessories in a
conscious state without any coercion from any party
(2) Both parties agree to make payment by way of using a letter of credit documents.
(3) The two sides have agreed on the letter of credit by using the US dollar as a means of
payment
(4) Both parties have agreed that the Issuer, the bank approved the opening of L / C or
bank opening L / C is the HSBC Bank.
(5) Both parties have agreed that the confirming bank, the bank is willing to guarantee
the transaction L / C or closing bank is HSBC Bank.
(6) Both parties have agreed evidenced by the signing of L / C by banks has meant that it
has available funds (loans) to guarantee payment to the exporter.
(7) Confirming joined HSBC Bank sign the L / C to strengthen the guarantee of payment
to the exporter.
(8) Both parties agree, if there are problems in the future, it will be resolved by

consultation and consensus.

Article 6
GUARANTEES
The guarantee referred to in this case are as follows:
(1) That the PT. SYNNEX, Tbk is a legitimate Owned FIRST PARTY and no other
person or third party who participated have it.
(2) The right of ownership is not being transferred or pledged to another person or entity
in any way as well.
(3) There is in trouble or dispute with any party.
(4) The first party to the second party provides a guarantee that the goods which become
the object of this agreement is of superior quality goods and has spread across several
other countries.
(5) The first party ensures the delivered goods will arrive on time unless there things that
included force majeure which will be discussed in the next chapter.
(6) The first party ensures the delivered goods will not be damaged or intact until the
destination.
(7) Other provisions concerning the guarantee will be explained in later chapters.
(8) Warranty is discounted by 15% of the agreed price, if the delivered goods has been
delayed approximately 2 days after the specified date.
(9) Warranty is discounted by 25% of the agreed price, if the delay due to circumstances
force other words tersebab natural circumstances.
(10) Guarantees get the transport costs of 15% of the item price. This warranty applies if
the goods have been delivered are not up to the destination, in other words it is up to
the destination country but one of the port of destination.
(11) Guarantees when inflation is pricing when inflation between the currency and the
dollar rose, and follow the price when the sale value of the rupiah against the dollar
down.
(12) The implementation of collateral submission is done when there is something that has
been mentioned above 6 days of events that have been listed above.

Article 7
HOW TO SHIPPING LINES SHIPPING AND ALTERNATIVE ROUTES
(1) The item will be shipped by the first boat "Gatot Kaca" PT. Indo Trans, tbk.
(2) The item will be shipped from the port of Tanjung Priok in Jakarta through a sea trip
for three weeks.
(3) The goods are sent a month after the signing of this agreement.
(4) Overall goods will arrive at the port Camargue, France no later than four weeks from
the time that has been agreed in the agreement.
(5) The goods arrive at the port Camargue, France must be in a state sealed inside the
container trucks.
Shipping lanes
1) Delivery of goods is done by the first party.
2) Delivery of goods by land through the port of Tanjung Priok, Jakarta, Indonesia.
3) Delivery continued use PT boat services. Indo Trans, tbk.
4) Shipping via:
- Port of Jakarta, Indonesia
- Port Suez canal, Egypt
- Port Anlayt, Turkey
- Port autonome de Marselle, France
5) From Port Camargue, France, followed degan landline to a second party.
Alternative Paths
1) In the event of natural disasters which cause obstacles in the path of the first (JogjaSemarang) then the first party to take the path through the Yogyakarta-Surabaya use
the port of Tanjung Perak.
2) In case of closure of the Suez Canal in Egypt, then diverted shipments by sea, East
Africa.
3) In case of sea piracy in Somalia, storms and tsunami in sea freight, then the first party

is entitled to postpone delivery until it is safe and can ship sea journey back.
Article 8
RISK OF LOSS AND INSURANCE
(1) If the goods are damaged in shipping which bear the risk is the vendor
(2) If the goods are damaged during a natural disaster (force majeure) then bear the risk
is First Party and the Second Party.
(3) In the event of disruption of transport due to natural disasters such as bridges had
collapsed, hurricanes, and other disasters, the losses are borne by the buyer or the
Second Party.
(4) If the goods are damaged in case of goods already in the hands of the buyer, the buyer
who bear the risk is.
(5) Insurance uses a system of FOB that bear the goods to the destination and the seller
bears the cost of shipping to port.

Article 9
WARRANTY
(1) Warranty is a compensation payment given by the first party to the second party on
the purchase of eligible goods if the warranty. The warranty is given if there is
damage to the goods when the goods are accepted by both parties and or goods
received does not match with what the classification order.
(2) The warranty period commencing from the date of purchase.
(3) The warranty card must be filled with the correct data as stated in the receipt of
purchase.
(4) The model number on the warranty card must match the model number on the goods
which become the object of warranty.

(5) The sole obligation under this warranty is to replace the goods with new ones in
terms of the warranty during the warranty period.
(6) If a replacement warranty that overall the damaged goods must be returned to the first
party
(7) Does not come into force if the warranty has expired or expired
(8) A warranty period commencing from the date of purchase and a tehitung come into
force three (3) months.
Article 10
RIGHTS LICENSE PERMIT
Goods are traded in these agreements are already registered in the Directorate
General of IPR in accordance with Law No. 09 of 2002 on Brand, with a number
HKI.69.OT.06.09 On June 9, 2002

Article 11
GRANT OF COMPENSATION AND FINES
(1) In case of damage / defect in the goods then the first party shall pay restitution of
goods as goods that have been ordered by the two parties within a period of 7 days
without the extra cost.
(2) Proof of the damage / defective merchandise will be witnessed by representatives
from both parties who have been placed in the first-party company prior to delivery
and by the representative of the first to have been placed on both the company as well
as supervisor of the first party.
(3) In the event of delay in delivery of goods due to negligence on the part of the first,
then the first party shall pay a fine to the second party for the nominal price of the
goods plus 5% of the total price of the goods that should be sent and the first party is
entitled to discontinue deliveries of goods to the second party.

(4) Calculation of delay that is twice twenty-four hours from the date of the agreement or
in accordance with a memorandum of the date indicated on the expedition goods.
(5) In the event of late delivery of goods caused by shipping / freight services then the
first party is not obliged to pay a fine to the second party and automatically fine
borne by the expedition.
Article 12
NOTICES
(1) Information delivery will be notified by email once the First Party through by phone
to the Second Party.
(2) The Second Party shall provide confirmation to the First Party when the goods
arrived at the port.
(3) The Second Party is entitled to file a complaint if there is a mismatch or defects in the
goods delivered.
(4) First Party shall respond to the complaint and as soon as possible to make the turn
goods.
(5) When one of the parties to cause corruption, then the other party is entitled to bring
an action against this issue before the court.
Article 13
CANCELLATION AND WITHDRAWAL OF GOODS
(1) Cancellation of this agreement will only happen when one party or both parties do not
carry out the terms of this agreement.
(2) Cancellation by one of the parties shall be notified in writing to the other party no
later than within 3 (three) days after the cancellation.
(3) In the event that the first party to cancel the delivery of the goods, the first party shall
reimburse the second party payment has been paid to the first party within 3 (three)
days after the cancellation.
(4) The second party gives full power to the first party, the power given to the rights of
substance and can not be pulled back in order to take the property first hand wherever
the goods are placed.

(5) The first party the right to request the authorities to pull back the item and all costs
taking goods including attorney services fully borne by both parties.
(6) The first party of all charges losses from both parties or other parties related to the
losses suffered due to the cancellation of this agreement
Article 14
DETERMINATION OF LAW
Both sides agreed in the agreement if there are problems in the determination of the
legal dispute, it is resolved according to the law in Indonesia as the country's first
party.
Article 15
LANGUAGES APPLICABLE
In this agreement at any meeting (meeting) or other meetings related to the
cooperation contract is the language used is Indonesian to include English translators
or linguists.

Article 16
DISPUTE RESOLUTION
(1) If a dispute arising from this agreement, the obligations or responsibilities of the
parties or any of the PARTIES agree to resolve disputes by consensus.
(2) If the resolution efforts consensus agreement is not reached or one party is unwilling
deliberation, the PARTIES agree to resolve through arbitration perselisian precisely
on international arbitration institutions Permanent Court of International Justice.
Article 17
Force Majeure
(1) The definition of Force Majeure are things that happen beyond the control of THE

PARTIES which causes damages to the other PARTY. Things that the said Force
Majeure is: violence, insurgent or belligerent action, blockade sabotage, insecurity,
revolution, chaos or disorder, detention or arrest princes, rulers or people.
confiscation, expropriation or nationalization, embargo, restrictions on the export or
import either caused by the Act, decree or law, martial law or civil emergency,
lightning, waves, acts of God, freighter seized lose tonnase ship as sunk by a
belligerent or seized the government formally or not, accidents on the railways, ports,
facilities loading dock, strait or on sea traffic, epidemics or quarantine, fire,
explosion, flood, earthquake, Cyclone / Hurricane, Rain outstanding, War, riot,
commotion, blockade, Labor Disputes, Strikes, and disease outbreaks or any
legislation that comes from the central government and / or PemerintahKabupaten
that direct consequences on the implementation of this Agreement;
(2) In the event that one of the PARTY unable to meet its obligations for their Force
Majeure shall notify the incident in writing to the other PARTY at the latest within 3
x 24 hours after the occurrence of Force Majeure;
(3) In the case of non-fulfillment of written notification by the PARTY unable to meet its
obligations due to Force Majeure, the PARTY which has fixed obligations having to
replace the losses suffered by the other party.

Article 18
IMPLEMENTATION AGREEMENT
(1) The current account after commencing 3 days of signing the agreement took place.
(2) The second party to pay 10% of the price of goods as a binder course of the
agreement.
(3) The production of goods will be sent immediately after the Second Party to make a
payment of 80% of the remaining price of the goods. Once the goods arrive, and then
the Second Party completed the redemption goods.
Article 19
OTHER LEGAL ALTERNATIVE

(1) Where the products have been up within the allotted time and no disability, it was
decided should happen export of silver (at least once).
(2) In its marketing in the Camargue, expected Van Nistel Silver also use the product to
entice the appeal in order to introduce the product in order to expand its market reach
SYNNEX.
(3) If the Second Party feel comfortable and satisfied with the goods and the pattern of
our performance, then later the Second Party reserves the right to extend the contract
that has been made by the First Party.
(4) Things that have not been listed in this agreement will be discussed and resolved
amicably through consultation by the two sides.
(5) By reading the whole point of the twentieth chapter, then the second party is
considered to agree on all the chapters are listed as common sense and litigious.
Article 20
CLOSING
(1) The parties are required to implement an obligation under this agreement in
accordance with the term of the agreement that has been agreed.
(2) This Agreement was signed and made on the day and date as mentioned in the early
part of this agreement. Created in duplicate 2 (two), each having equal legal force
after a sufficient stamp and signed by both parties.
FIRST PARTY
PT. SYNNEX, Tbk

ROMADHONI, S.E,
Managing Director

SECOND PARTY
VAN NISTEL SILVER, CO. Ltd.

ZENNI H. Hoven, L. L. M
Executive Director