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:::  Terms and Conditions
The PT. Petrokimia Gresik ("E-PROC PETROKIMIA") provides a communications platform and related services through which retailers and suppliers (collectively "Vendors") can establish an electronic marketplace for the purchase and sale of goods and services. These services are accessible through PETRO's web site ("Site"), located at http://epro.petrokimia-gresik.com.

This Usage Agreement, the Privacy and Confidentiality Policy, govern each Vendor's use of the Site and participation in the E-PROC PETROKIMIA, and, together, constitute the "Terms and Conditions." By clicking on the link in "Email Activation", or signing a hard copy of the form and faxing it to the number indicated, each Vendor accepts and is legally bound by the Terms and Conditions. Continued access to the Site and its services, including without limitation all licenses granted hereunder, is subject to compliance with the Terms and Conditions and any breach of the Terms and Conditions will be pursued by legal action to the fullest extent possible.

The Terms and Conditions, including the Usage Agreement and the Privacy Policy, may be modified at any time without notice and any such modification shall be effective immediately upon posting. By assenting to these Terms and Conditions, Vendors agree to periodically review the Terms and Conditions and be bound by any modifications or amandements there to.

Vendors that have any questions about the Terms and Conditions are invited to contact PETRO.

1. Vendors; Warranties

Through the platform provided by PETRO, Vendors can participate in transactions and take part in an electronic procurement devoted to PETRO's industry.

VENDORS REPRESENT AND WARRANT THAT THEY (1) ARE DULY AUTHORIZED TO CONSENT TO THESE TERMS AND CONDITIONS ON BEHALF OF THEIR RESPECTIVE COMPANIES; (2) CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW; (3) HAVE THE RIGHT TO GRANT THE INTELLECTUAL AND INFORMATIONAL PROPERTY RIGHTS AT ISSUE UNDER THIS AGREEMENT, AND THAT SUCH GRANTS DO NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY; AND (4) ARE COMMERCIAL BUSINESSES, NOT CONSUMER VENDORS, FOR PURPOSES OF USING THIS SITE.

2. IDs and passwords

User IDs and passwords are confidential and proprietary. It is a violation of the Terms and Conditions for a Vendor to disclose its password or share its ID or password with any unauthorized third parties, or to use its ID or password for any unauthorized purpose. Each Vendor, and not PETRO, is solely responsible for any unauthorized use of User's ID or password.

3. Transaction on the E-PROC PETROKIMIA

Transactions on the E-PROC PETROKIMIA are governed by the Terms and Conditions. The specific terms and conditions of each transaction (such as pricing, warranties, delivery, etc.) entered into through the E-PROC PETROKIMIA are established between the PETRO and seller. PETRO is a venue through which Vendors can transact. Vendors decide in their individual capacities with whom to do business. The parameter applied shall be the Qualification Requirements which PETRO has set as standards. Registration shall include complete and comprehensive Company Profile and Product Catalogs in form of hard copies received by PETRO one week after electronic registration

4. No warranty

BY ASSENTING TO THESE TERMS AND CONDITIONS, VENDORS ASSUME ANY AND ALL RESPONSIBILITY AND RISK OF USE OF THE SITE AND ANY PRODUCTS OR SERVICES CONTAINED THEREIN. THE PETRO AND ITS SUPPLIERS PROVIDE THE SITE AND SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY.

5. Release

Because PETRO has no control over the truth or accuracy of representations made by Vendors, or the ability of Vendors to any such agreement to fulfill their part of any transaction, each Vendor hereby releases and agrees to hold harmless PETRO, and its officers, directors, subcontractors (including without limitation technology providers) acting in their capacity of providing services to PETRO, agents, and employees from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the Site or the E-PROC PETROKIMIA, or any agreement or transaction between any Vendor, on the one hand, and any other Vendor (whether or not consummated) or any Third Party Provider, on the other hand.

6. Official Suppliers

Candidates for Official Suppliers may well be subject to shop visits which shall be scheduled and informed later on. The selection of Official Suppliers as well as unsuccessful ones shall be announced directly to those declared so one week after the completion of registration. The status of PT. Petrokimia Gresik Official Supplier is valid for two years. The status is not automatically secured, re-registration is therefore required and shall be notified two weeks prior to the expiry date. For the sake and the benefits of the projects, PT. Petrokimia Gresik has the rights to immediately disqualify or terminate any Official Suppliers whose performance turn out to be unsatisfactory, even before the period of two-year validity ends. Validity of certificates shall be reviewed accordingly and expected to be promptly up-dated.

7. Good Faith and Fair Dealing

Each Vendor hereby agrees to act in accordance with the principles of good faith and fair dealing when transacting on or through the E-PROC PETROKIMIA. PETRO reserves the right to investigate any allegation or evidence of any Vendor's failure to abide by the principles of good faith and fair dealing in connection with its use of the E-PROC PETROKIMIA, and to fashion and enforce remedies, in its sole but reasonable discretion, in order to address any violation of such principles. For example, but not by way of limitation, it is a violation of a Vendor's agreement to act in accordance with the principles of good faith and fair dealing to initiate transactions on the E-PROC PETROKIMIA for the purpose of identifying potential sellers with whom such Vendor can negotiate off the E-PROC PETROKIMIA.

8. Information posted on the Site

The Site contains news and information published by various Vendors, some of which may contain facts, views, opinions, analyses and recommendations of individuals and organizations deemed of interest. PETRO does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorsee these views, opinions, analyses, or recommendations. Vendors assume sole responsibility and risk for use of such content.

The Site contains links to third party web sites not under the control or operation of PETRO. PETRO provides links only as a convenience and does not endorse, and is not responsible for the contents of, any linked site. Vendors assume sole responsibility and risk for use of such third party links.

Each Vendor's postings to the Site are the sole responsibility of the Vendor. Each Vendor hereby acknowledges and agrees that PETRO has no obligation to monitor Site content or third party links, and expressly disclaims any responsibility of PETRO to filter any such content. However, PETRO reserves the right to take any action with respect to information posted on the Site that PETRO deems inappropriate in its sole discretion, including but not limited to the immediate removal of offensive or harmful content, or suspension or termination of any Vendor's rights of use. Vendors shall not post information on the Site that is, or offer products or services for sale that are:

- fraudulent or related to the sale of counterfeit or stolen items;
- infringing of any third party's rights, including but not limited to copyright, patent, trademark, or other proprietary rights or rights of publicity or privacy;
- transmitted anonymously or labeled under a false name;
- in violation of any applicable law, statute, rule or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- obscene, indecent or pornographic;
- defamatory, trade libelous, threatening or harassing; or
- unsolicited or unauthorized advertisements, promotions, or other forms of solicitation.
In addition, Vendors may not link directly or indirectly to, or include descriptions of, products or services (1) that are prohibited by this Usage Agreement or prohibited products or services, or (2) to which the Vendor does not have the right to link or include. Vendors must obtain PETRO's express permission to link this Site to their web sites. Furthermore, Vendors may not post to PETRO or sell through the E-PROC PETROKIMIA any product or service that could cause PETRO to violate any applicable law, statute, ordinance, or regulation of any jurisdiction.

9. Compliance with laws

Each Vendor shall comply with all applicable laws, statutes, ordinances and regulations regarding the use of the Site, bidding on or purchase of merchandise, and posting and retrieval of information Each Vendor hereby acknowledges that PETRO has an express policy of complying with the laws and that the operation of the Site is not intended to facilitate collusion or other illegal agreements among competitors. Accordingly, each Vendor hereby represents and warrants that it does not intend to and will not use the Site to violate the law and will not knowingly act as a conduit or intermediary for price-fixing or any other anti-competitive agreement among competitors.

10. Intellectual and Informational Property; Ownership

"Vendor Information" shall include any information a Vendor transmits to the Site, or provides to PETRO, including without limitation, all information provided in the registration, listing, selling processes. Vendor Information includes Company profile and Transactional Data as further described in the Privacy and Confidentiality Policy. Vendors retain sole ownership of their Vendor Information. "PETRO Information" includes, without limitation, all data, reports, analysis, marketing strategies, sales estimates, and performance results, developed or derived in connection with the operation of the Site and the E-PROC PETROKIMIA. PETRO Information shall not be specific or identifiable to any particular Vendor. Vendors will have no ownership interest in or right of access to PETRO Information.

So that PETRO does not violate any rights a Vendor has in its Vendor Information, each Vendor hereby grants to PETRO a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to reproduce, transmit, distribute, and publicly display such information, and create derivative works from such information, in connection with the operation of the Site or the E-PROC PETROKIMIA, and PETRO's marketing, publicity and advertisement there of in any form and media now known or currently unknown. Vendor Information will be used in accordance with the then-current Privacy and Confidentiality Policy, incorporated herein by reference. PETRO may refer to any Company as in sales presentations, marketing presentations and marketing activities.

The Site and all such intellectual property rights included there in (including but not limited to copyrights, trademarks and service marks), are owned or licensed by, and all such right, title and interest therein shall remain the property of, PETRO. Certain trademarks and content are licensed from third parties and all such third party trademarks and content, and all intellectual property rights related there to, belong to the respective third parties. Vendors shall not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or its content.

11. System Integrity

Each Vendor here by agrees not to tamper in any way with the software or functionality of the Site. Each Vendor agrees not to put any computer programs, information or data into the Site or E-PROC PETROKIMIA which contains any viruses, time bombs, Trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.

12. Confidentiality

Vendors are responsible for implementing sufficient firewalls, protections, procedures and checkpoints to satisfy their particular requirements for the protection of their systems and/or accuracy of data input and output, and for maintaining a means external to PETRO for the reconstruction of lost data. Vendors agree not to disclose any other Vendor's Vendor Information including, without limitation, all information provided during the procurement processes. Vendors agree not to invade another Vendor's privacy, including, but not limited to, the breach or attempted breach of the security of another's computer, software or data. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.

13. License

Subject to the Terms and Conditions, PETRO here by grants each Vendor a personal, nontransferable, nonexclusive, nonsublicensable license to use the software and the Vendor interface for viewing and otherwise using the Site and its services in accordance with the Terms and Conditions, and for no other purpose. All rights, title and interest in and to the software, Vendor interface and content made available from, on or through this Site shall belong to PETRO including all modifications there of and enhancements there to. The software and Vendor interface made available from, on or through this Site may not be copied, modified or distributed by Vendors, nor may derivative works be prepared there from. The license granted pursuant to the Terms and Conditions is solely for the internal use of Vendors and may not be used for any time sharing or service bureau purposes outside of Vendor's organization. Vendors shall not reverse engineer, decompile, or otherwise translate, in any way, the software and Vendor interface made available from, on or through this Site. Vendors shall have no right or claim of right to the software or any unique ideas found on this site. No ownership rights are granted to Vendors hereunder and no title is transferred here by.

14. Copyright and trademark notices

The entire contents of the Site are copyrighted under the PETRO copyright laws. PETRO or its licensors are the exclusive owners of the copyrights.

PRIVACY AND CONFIDENTIALITY POLICY

PETRO has a strong commitment to your privacy and the confidentiality of the information we collect. PETRO provides this Privacy and Confidentiality Policy ("Policy") for the benefit of all of its visitors and Vendors. If you have any questions or concerns regarding PETRO's information practices, or this Policy, please contact us.

This Policy and the Usage Agreement govern your use of the Site and participation in the E-PROC PETROKIMIA, and, together, constitute the "Terms and Conditions." By clicking on the "Email Confirmation," or signing a hard copy of the form and faxing it to the number indicated, each Vendor accepts and is legally bound by the Terms and Conditions.

AS SIGNIFIED BY MY ELECTRONIC CONSENT, I HAVE READ, UNDERSTAND, AND HEREBY AGREE TO ABIDE BY THE TERMS SET FORTH IN THESE TERMS AND CONDITIONS.
If you prefer to sign and fax this form to PETRO, please complete the spaces below and fax to + (62-31) 3985586, 3981722, 3982272, ATTN: Vendor Management Officer,
Signature                : __________________________
Print Name              : __________________________
Print Title                : __________________________
Print Company        : __________________________
Telephone Number  : __________________________
(for use if PETRO has trouble receiving this form)