LOGISTICS MASTER SERVICES OFFER
(the “Agreement”)
IMPORTANT — OFFER TERMS
This document is a standing offer by PT Nextgen Global Solutions (“NLS”).
A customer (“Client”) accepts it—without requiring signature—by any of the following:
- (i) paying an NLS invoice or deposit;
- (ii) sending written / electronic confirmation of a Work Order;
- (iii) physically tendering cargo to NLS.
1. PARTIES.
PT Nextgen Global Solutions, Jl. Sunset Road 819, Ruko Sunset Indah II No. 10, Kuta, Badung, Bali 80361, Indonesia (“NLS”), and the Client named in the relevant Work Order.
2. DEFINITIONS.
“Services” – logistics coordination, document preparation, import/export handling, domestic carriage, international transport and related advisory tasks, as further detailed in each Work Order.
“Work Order” – a supplementary form issued under this Agreement describing one shipment.
3. SCOPE OF SERVICES.
3.1. NLS acts as logistics coordinator and may appoint third-party carriers, customs brokers, warehouses or insurers (collectively “Service Providers”).
3.2. Any regulated activity is performed solely by duly-licensed Service Providers under their own terms and liability.
3.3. Client Representations. Client warrants that all data supplied to NLS are complete and accurate and that the cargo actually shipped matches such data, is lawful, non-hazardous and not subject to embargoes, narcotic or dual-use restrictions.
3.4. Key Deliverables. Unless otherwise agreed in the Work Order, NLS will provide or arrange the following:
- HS-classification of goods and export/import licence support;
- Booking of carriers, vessels, flights and slot allocations;
- Coordination of pre-shipment and destination inspections, including SGS/BV where required;
- Organisation and control of local pick-up, drayage and last-mile delivery;
- Preparation and filing of commercial invoices, packing lists, export declarations and customs entries;
- In-transit cargo tracking with periodic status updates to Client.
3.5. Dangerous Goods. Explosives, radioactive, toxic or otherwise dangerous goods as defined in the IATA DGR or IMDG Code are accepted only if expressly agreed in writing; additional surcharges, documentation and handling requirements shall apply.
4. WORK ORDERS.
4.1. Prior to each shipment the parties complete a Work Order stating cargo details, Incoterm, Service Fee and special instructions.
4.2. In case of conflict, the Work Order prevails for that shipment alone.
5. FEES AND PAYMENT.
5.1. Service Fee. Fifty per cent (50 %) deposit invoiced on Work Order date; fifty per cent (50 %) balance invoiced upon confirmed delivery.
5.2. Third-party Costs. Freight, duties, taxes and other disbursements are invoiced at cost or paid directly by Client, as indicated in the Work Order.
5.3. Payment Term. All invoices are payable within seven (7) calendar days of issue unless stated otherwise.
5.4. Taxes. Service Fees are exclusive of Indonesian VAT and of any withholding / service taxes—including the 2 % Article 23 withholding tax on services. Such taxes are for Client’s account or shall be gross-upped so that NLS receives the full net Service Fee.
5.5. Monthly Statement of Charges. For Clients with multiple concurrent Work Orders, NLS will, on or before the 10th calendar day of each month, issue an electronic Statement of Charges reconciling the previous month’s invoices, credits and third-party costs; Client shall review and raise any dispute within seven (7) days.
6. SUBCONTRACTING & COMPLIANCE.
6.1. Client authorises NLS, at its sole discretion, to select and contract Service Providers.
6.2. NLS will exercise reasonable care in such selection but is not liable for acts or omissions of Service Providers beyond sums actually recoverable from them.
6.3. Anti-Corruption & Sanctions. Each party complies with all applicable anti-bribery and trade-sanctions laws (including Indonesian Law 20/2001, UK Bribery Act, US FCPA). Breach gives the non-breaching party the right to terminate immediately.
6.4. Audit of Service Providers. Upon Client’s written request and at Client’s expense, NLS shall be entitled to audit (or cause to be audited) the performance, licences and key records of any Service Provider engaged for the Client’s shipments, provided that such audit is conducted on reasonable notice and in accordance with the Service Provider’s confidentiality requirements.
7. INSURANCE.
Cargo insurance is not included. Upon Client’s written request in the Work Order, NLS will arrange transit insurance with an authorised insurer on Client’s behalf and at Client’s expense.
8. LIABILITY.
8.1. NLS’s aggregate liability for any shipment shall not exceed the total Service Fee actually paid by Client for that shipment.
8.2. Neither party shall be liable for indirect, consequential or punitive damages.
8.3. Any claim must be notified within nine (9) months of the actual or scheduled delivery date, whichever is earlier.
9. FORCE MAJEURE.
Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, including natural disaster, war, epidemic, port closure or government action. The affected party shall notify the other within five (5) days and use reasonable efforts to mitigate the impact.
10. CONFIDENTIALITY.
Each party shall keep confidential any non-public commercial information obtained under this Agreement, except as required by law or with prior written consent of the other party.
11. DATA PROTECTION.
Each party shall process personal data in accordance with Indonesian Law No. 27/2022 on Personal Data Protection. Breach entitles the affected party to seek appropriate remedies.
12. TERM & TERMINATION.
12.1. This Agreement commences on the Effective Date (see Offer Terms) and continues for one (1) year; it renews automatically for successive one-year periods unless either party gives thirty (30) days’ written notice.
12.2. Either party may terminate immediately for material breach not cured within fifteen (15) days of notice, or upon the other party’s insolvency.
13. GOVERNING LAW, DISPUTE RESOLUTION & NOTICES.
13.1. Governing law — laws of Indonesia.
13.2. Any dispute not resolved amicably within thirty (30) days shall be submitted to the exclusive jurisdiction of the District Court of Central Jakarta.
13.3. Notices. Deemed received when (a) delivered by courier to the address above, (b) sent by e-mail to info@nls-mail.com, or (c) transmitted via a mutually confirmed Telegram or WhatsApp chat between authorised representatives of NLS and Client.
13.4. Severability. If any provision is held invalid, the remainder stays in full force.
14. GENERAL PROVISIONS.
(i) Entire Agreement. This Agreement and each Work Order constitute the entire understanding between the parties.
(ii) Amendments. Any amendment must be in writing (e-mail acceptable).
(iii) Electronic Signature & Acceptance. Electronic acceptance or payment of an invoice forms a binding contract under Indonesia’s Electronic Information and Transactions Law.
WORK ORDER TEMPLATE (Annex A)
| Field | Description |
|---|---|
| Work Order No. | WO-YYYY-### |
| Date | 01.01.2025 |
| Client | Legal name & address |
| Cargo Description | e.g. “5 × 20’ containers ceramic tiles” |
| Origin / Destination | City, Country |
| Incoterm | EXW / FOB / CIF / DAP … |
| Estimated Pickup | 01.01.2025 |
| Estimated Delivery | 01.01.2025 |
| Service Fee | USD ____ (50 % deposit / 50 % balance) |
| Third-Party Costs | At cost, estimate USD ____ |
| Insurance Requested | Yes / No |
| Special Instructions | — |
| Client Acceptance | Name, title, signature (optional — acceptance also by payment) |
