AGREEMENT

______________

BETWEEN

PT PRIMATAMA KONSTRUKSI
As Buyer

AND

JIANGSHU SHUANDENG GROUP CO.,LTD

As Seller

______________

Date as of ________________ 2011

Agreement page 1 of 9
 AGREEMENT

THIS AGREEMENT dated as of _____, 2010, is made by and among :

1. Name : Reska Fonda
Company : PT. PRIMATAMA KONSTRUKSI
Position : Direktur
Address : Jl. Pejompongan Raya No.3 Bendungan Hillir, Tanah
Abang, Central Jakarta 10210
In this case acting for and on behalf as legitimate representative of PT.
CONSTRUCTION Primatama, a company incorporated under the laws of
Indonesia, having its registered office in Jakarta, Indonesia.

Hereinafter referred to as “First Party”.

II. Name : Yang Shanji

Company : JIANGSHU SHUANDENG GROUP CO., LTD
Position : Executive Chairman
Address : Liangxu, Jiangyan City, Jiangshu Provinve, 225526, China
In this case acting for and on behalf as legitimate representative of
JIANGSHU SHUANDENG GROUP CO.,LTD a company incorporated under
the laws of China, having its registered office in China.

Hereinafter referred to as “Second Party”.

WHEREAS, before signing of this agreement, the FIRST PARTY has

bought Batteries Type ... from the SECOND PARTY to on the date .....
month .... year two thousand eleven (..-..- 2011), in the amount of _______
with the price of IDR ______________

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 WHEREAS, the FIRST PARTY is the company engaged in Power
Engineering and Power Rent.
WHEREAS, the SECOND PARTY is a company engaged in the selling of
batteries, with different types / kinds.
WHEREAS the SECOND PARTY has received payment in the amount of
IDR ________ for the purchase of _____ unit of batteries type from the FIRST
PARTY on ... month .... year two thousand eleven (...-...- 2011)

NOW, THEREFORE, in consideration of the foregoing and the mutual

agreements, and for other good and valuable consideration, the value,
receipt and sufficiency of which are acknowledged, the Parties (as
hereinafter defined) hereby agree as follows:

Article 1
Purposes and Objectives

The purpose and objective of this agreement is to lay the basics of

understanding and cooperation (mutual co-operation) between the parties in
ensuring the functions and responsibilities of each party as well as certain
matters involving the parties.

Article 2
Scope of the Agreement

Terms and conditions set forth in this Agreement are regarding the provision
of warranty or guarantee of quality and condition of battery types ___ to be
given by the SECOND PARTY to the FIRST PARTY.

Article 3
Rights and Obligations of the Parties

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Pursuant to this agreement, rights and obligations of the parties are set as
follows:
1. Rights and obligations of the FIRST PARTY
a. The FIRST PARTY has the right of warranty or guarantee within 3
(three) years from the SECOND PARTY, in the form of
replacement of the goods from the SECOND PARTY in the event
of damage to the goods due to fault of the SECOND PARTY.
b. The FIRST PARTY is entitled to payment of compensation from
the FIRST PARTY at the price of CIF goods from Jakarta plus
shipping costs to locations where the SECOND PARTY conduct a
tort (breach of contract) in the process of replacement the goods.
c. The FIRST PARTY when using Battery type ___ is obliged to follow
the standard operation of the use of which has been determined
by the SECOND PARTY.
d. The FIRST PARTY is entitled to all data and information which
considered as relevant and related to this agreement from the
SECOND PARTY.
2. Rights and obligations of the SECOND PARTY
a. The SECOND PARTY is obliged to ensure that the quality and
condition of battery type ___ purchased by the FIRST PARTY is in
good condition and that the SECOND PARTY is liable for any
losses incurred due to any design fault, manufacturing error or
error in delivery from the battery type ___.
b. The SECOND PARTY shall provide warranty or guarantee in the
form of goods replacement to the first party within 3 (three)
years to the FIRST PARTY, if there is damage to the goods which
was not caused by or caused by errors from the FIRST PARTY.
c. The SECOND PARTY is obliged to replace damaged goods with
the new ones during the warranty period if the battery capacity
purchased by the FIRST PARTY was less than 60%.

Agreement page 4 of 9
d. The SECOND PARTY shall provide free maintenance to the goods
that have been purchased by the FIRST PARTY as long as the
warranty period or at least within 3 (three) years since the goods
are bought by the FIRST PARTY.
e. The SECOND PARTY is obliged to replace the damaged Battery
type ___ by the new Battery type ... to the PARTY FIRST, within 6
(six) weeks after the date when the written notice of claim was
submitted by the SECOND PARTY to the FIRST PARTY.
f. The SECOND PARTY is responsible for all losses and claims
arising to the FIRST PARTY by the THIRD PARTIES as a result of
the failure or negligence from the SECOND PARTY within a period
to meet the replacement of damaged goods with the new goods.
g. BOTH PARTIES are responsible for any losses suffered by the
FIRST PARTY which occurs due to the damage of the Battery type
... whereas the damage occurs because of an error SECOND
PARTY.
h. the SECOND PARTY is obliged to ensure that the object of the
selling, which is Battery type ___ not against the law of the
Intellectual Property Rights (IPR), and not derived from criminal
acts. In the event of there is a lawsuit against the the FIRST
PARTY sued by the THIRD PARTIES in connection with the
aforementioned reasons above, it will be under the responsibility
of the SECOND PARTY to settle lawsuits by their own cost and
risk, and the SECOND PARTY agrees to free the FIRST PARTY from
any legal action either in court or in any other forum.
i. The SECOND PARTY is responsible for all losses suffered by the
FIRST PARTY which arises from the use of Battery type ... which
violate Intellectual Property Rights (IPR).
j. In the event of default by the FIRST PARTY in the process of
replacing the goods, the SECOND PARTY is obliged to pay

Agreement page 5 of 9
 compensation to the FIRST PARTY at the price of CIF goods from
Jakarta plus shipping costs to the location.
k. The SECOND PARTY shall provide all data and information which
are considered to be relevant and related to this agreement to
the FIRST PARTY.
l. The SECOND PARTY shall not and not allowed to transfer this
Agreement to the third parties or to any other parties.

Article 4
The Term of the Agreement

1. The term of this agreement is within _________ years ("validity period"),

started from the date of signing of the agreement. The term of this
agreement may be extended after obtaining written consent from both
parties, and may be terminated by a mutual consent from both
parties, 30 (thirty) calendar days after the submitting of the notice in
writing.
2. The FIRST PARTY and the SECOND PARTY agree to waive the provisions
of Article 1266 of the Indonesian Civil Code regarding the termination
of the contract, therefore the termination of the contract can only be
done by a written notice from one party to another without a need to
wait for a decision from the judge.

Article 5
Force Majeure

1. Force majeure within the meaning in this agreement is a state of force

beyond the limits of both parties that can disrupt even derail the
implementation of this agreement, such as natural disasters,
epidemics, war, strikes, sabotage, insurrection society, blockade,
government policies, accidents or delay caused by circumstances
Agreement page 6 of 9
 entirely beyond human capability directly related to the
implementation of this agreement.
2. In the event of Force Majeure, the party experiencing a Force Majeure
shall make a written notice to the other party no later than 3 (three)
days since the occurrence of Force Majeure and the parties must be
able to prove that the delay or non-performance provisions in this
agreement are as a direct result of the Force Majeure.
3. If the Force Majeure condition is inflicting disputes between the parties,
the parties agree to resolve the disputes in the manner specified in
article 6 (six) of this agreement.
4. In the event of the cancellation due to Force Majeure, the FIRST PARTY
and the SECOND PARTY agrees to bear their own losses.
Article 6
Settlement of Disputes

1. This agreement is governed by, subject to, and interpreted under the
laws of the Republic of Indonesia.
2. Any disagreements occurred in the implementation of this agreement
will be resolved based on good faith by way of consensus agreement.
3. If the deliberation and consensus way does not reach an agreement
then both parties agree to settle the dispute through the Indonesian
National Arbitration Board (BANI), the arbitration panel consisting of 3
(three) arbitrators where 1 (one) arbitrator appointed by the FIRST
PARTY, 1 (one) arbitrator appointed by the SECOND PARTY, and 1 (one)
another arbitrator appointed jointly by both parties. If within 30 (thirty)
days the Parties do not reach agreement on such appointment, then
the third arbitrator is determined by the Chief of BANI. Arbitration
proceedings conducted under the provisions and regulations in BANI,
and the decision taken by BANI is final and binding for the parties.

Article 7
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 Correspondence

All correspondence in relation with the execution of this contract should be

addressed to:
1. PT. PRIMATAMA KONSTRUKSI
Jl. Pejompongan Raya No. 3, Bendungan Hilir,
Tanah Abang, Jakarta, Indonesia 10210
+62 21 57956868
2. JIANGSHU SHUANDENG, GROUP CO., LTD
Liangxu, Jiangyan City, Jiangshu Provinve, 225526, China
+86 523 88529821

Article 8
Amendments

Another provisions that have not been regulated in this agreement, including
extensions and / or changes in the articles will be specified later based on
the agreement of the Parties, which shall be in the form of an addendum in
writing to be signed by both parties and shall, thereafter form and become an
integral part of this contract.

Article 9
Additional Provisions

1. If any provision of this agreement are against or cannot be

implemented because of a provision of law, this does not affect the
validity and execution of this agreement
2. With the end of this agreement, does not automatically eliminate the
rights and obligations of each party who has incurred prior to the
expiration of this agreement.

Agreement page 8 of 9
3. The failure of either party to demand the implementation of any
provision of the treaty by the other party at any certain time will not
affect its right to demand the implementation of these provisions for
the implementation of time thereafter. The waiver of either party upon
a breach of a treaty provision can not be construed as an exemption
for subsequent violations of these provisions.
4. The Parties or their successor or their successors of his rights is legally
bound by all the terms and conditions set forth in this agreement.
5. The Parties agree not to disclose, use copy or transfer documents,
data, information and any product which is owned by one party to a
third party even though the agreement has been expired or
terminated.

Article 10
Closing

Hereby, this agreement signed by both parties on the day and date at the
beginning of the agreement, made in duplicate 2 (two) on paper stamped
enough for each side and having the same legal power.

FIRST PARTY SECOND PARTY

PT. PRIMATAMA KONSTRUKSI JIANGSHU SHUANDENG GROUP CO.,LTD

Materai
6000

RESKA FONDA YANG SHANJI

DIRECTOR EXECUTIVE CHAIRMAN

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