SALE AND PURCHASE CONTRACT OF

INDONESIAN STEAM COAL

GAR 4500-4400

FOB Mother Vessel

LAHAT PULAUPINANG BARA JAYA, PT

(SELLER)

PANGLIMA JAYA PERKASA, PT

(Co SELLER)

AND

…, PT
(BUYER)

Seller signature Buyer Signature

 SALES AND PURCHASE CONTRACT OF
INDONESIAN STEAM COAL GAR 4500-4400
Contract No. …/…/III-2021

This Sale and Purchase Contract of Indonesian Steam Coal GAR 4500 Kcal/kg
(ARB) is made on March, 2021 (“Agreement”) by and between:

BETWEEN

1. LAHAT PULAUPINANG BARA JAYA, PT a company incorporated under the

laws of Republic of Indonesia and having its registered office at Jl.
Pembangunan I No. 20 Petojo Utara, Gambir Jakarta Pusat, Indonesia
(hereinafter referred to as the “Seller”); and

2. PANGLIMA JAYA PERKASA, PT a company incorporated under the laws of

Indonesia and with registered office at Jl. Bank Raya VII No.18 Kel. Lorok Pakjo,
Palembang City, South Sumatera Province, Indonesia (hereinafter referred to
as “Co-Seller”).
AND

3. …, PT a company incorporated under the laws of Indonesia and with registered

office at … (hereinafter referred to as “Buyer”).

The Buyer, the Seller and the LC Beneficiary may individually be referred to as
“Party” or collectively as the “Parties”.
Whereas:
1. The Seller and the Buyer have agreed to enter into this SALES AND
PURCHASE CONTRACT OF INDONESIA STEAM COAL GAR 4500-4400
(as hereinafter defined) subject to the terms and conditions herein contained.
2. TERM Of Contract
The Parties hereby agree that this Contract shall become effective on the date
of signing this Contract and:
2.1 Shall continue until sale, delivery of contract quantity and other
obligation under this contract has been fully performed by parties,
whichever comes later;
2.2 Shall automatically renewed or extended unless terminated in writing;

4. The Seller and Buyer both confirm with full responsibility that they have the
corporate authority to sign this Contract.

Seller signature Buyer Signature

Now it is agreed as follows:
DEFINITIONS
In this Contract, unless the subject or context otherwise requires, the following words
and expressions will have the following meanings respectively ascribed to them:
1) Metric Ton : A measure of weight equivalent to one thousand
kilograms (1,000Kg) as defined in “International System
of Units”.
2) Bill of Lading : The official document, issued at the loading port after
completion of the loading operations, which state the
amount loaded, expressed in Metric Tons (MT). This
original document has to be signed by the ship’s Master
and made out in accordance with the instructions
hereinafter specified in the Contract.
3) Loading Port : Port of Indonesia where the vessel anchoring at/or such
other port as the parties may agree to in writing.
4) Discharge Port : The safe port/berth designated by the Buyer as final
receiving destination.
5) CFR : Cost and Freight strictly in accordance with the definitions
found in the INCOTERMS Edition 2010 with latest
amendments.
6) IOL : Inspectorate Operation Laboratory.
(“the Independent Surveyor”).
7) ARB : As Received Basis.
8) ADB : Air Dried Basis.
9) Cargo : Means coal to be transported in Bulk from single mine.
10) Coal : Steam coal exploited by the Seller from Indonesia.
11) kcal/kg : Kilocalories of energy per kilogram of coal.
12) ISO : The International Organization for Standardization.
13) ASTM : The American Society for Testing and Materials.
14) ETA : Means Expected Time of Arrival.
15) ATDN : Means Any Time Day or Night.
16) SHINC : Means Sunday Holiday Included.
17) MIH : Major Indonesia Holidays (Idul Fitri, Independence Day
Christmas Day & 1st Jan New Year’s Day).
18) A fraction of a cent : In any calculation shall be rounded up to the nearest cent
if such fraction is one half of a cent or more, and shall be
rounded down when otherwise.

Seller signature Buyer Signature

CLAUSE 1 COMMODITY
1.1 Commodity Steam Coal, GAR 4500-4400.
The coal shall have no steel, stones or woods.
1.2 Country of Origin South Sumatera, Indonesia.
1.3 Loading port Barge Loading Point RMK Jetty, Keramasan,
Kertapati Sub District, Palembang City, South
Sumatera Province, Indonesia.
(as per Seller’s option)
1.4 Discharge port Any Port, China (as per Buyer’s option)
1.5 Laycan March, 2021
The Buyer shall confirm and advise the Seller of the discharging port at least 14 days
prior to the first day of agreed Laycan for the shipment.

CLAUSE 2 QUANTITY
2.1 First Trial Shipment : 50.000 MT (+/-10%) Geared and Grabbed
MV-ON FOB BASIS.
2.2 Monthly Shipment : Subject to successful first trial will continue
with 50.000 MT (+/-10%) x 11 month.

CLAUSE 3 QUALITY/SPECIFICATION
3.1 For the full duration of the Contract, the Seller guarantees that the quality of the
product will meet the following specifications should be analyzed according to
ISO/GB Standard.

(A) ISO/ASTM Standard

Test
Parameters Basis Typical Rejection
Method
Total Moisture As Received Basis 23.14% ISO
Inherent Moisture Air Dried Basis 16.62% approx ISO
Ash Air Dried Basis 6.97% > 8% ISO
Volatile Matter Air Dried Basis 36.05% approx ISO
Fixed Carbon (ADB) Air Dried Basis By Difference
Gross Calorific Value As Received Basis 4770 kcal/kg <4400 kcal/kg
Total Sulphur Air Dried Basis 0.58% approx > 1% ISO
HGI 53 approx
Size (0-50 mm) 94.91

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3.2 At loading port, the seller shall appoint Inspectorate Operation Laboratory do the
inspection about GCV (MAF), Transmittance, Radioactivity Parameters and AD
(DB) and ST, D (DB), and then each issued a certificate of sampling and analysis
independently. Seller should fax the copy of certificate of sampling and analysis
about GCV (MAF), Transmittance to the buyer within 5 working days after B/L
date & fax the copy of certificate of sampling and analysis about Parameters
Affecting Environment (MERCURY (HGD), ARSENIC (ASD), PHOSPHORUS (PD),
CHLORINE (CLD), FLUORINE (FD), AD (DB) and ST, D (DB)) to the buyer within
6 working days after B/L date.

CLAUSE 4 BASE PRICE

4.1 The unit price for GAR 4600-4400, CFR Tanjung Kampeh Anchorage, South
Sumatera, Indonesia shall be …. (IDR ONLY) per metric ton.
4.2 Where Clause 2.2 applies, the price will be adjusted every 21 days before laycan
as per mutually agreed.

CLAUSE 5 PRICE ADJUSTMENT/PENALTIES

5.2 Gross Calorific Value (ARB)
Adjusted FOB Price = Actual GCV (arb) x Base Price
4600 Kcal/kg

5.2.1 If the actual GCV (ARB) of coal is equal or different from typical but not
reach the rejection limit agreed in Clause 3 of this Contract, the Base
price shall be adjusted by using the following formula:
Adjusted price= Base FOB Term price X [Actual GCV (ARB/4600]
5.2.2 If the GCV (ARB) shown in the Certificate of Quality of coal is over 4600
kcal/kg GCV (ARB), the GCV will be adjusted with 5.2.1 formula pro rate
with the actual result.
5.2.3 If the GCV (ARB) shown in the Certificate of Quality of coal is below 4400
kcal/kg GCV (ARB), Buyer shall have the right to reject or own
adjustment the cargo.
5.3 Total Sulphur (ADB)
If the Sulphur (ADB) is above the 0,80% maximum as specified in clause 3,
Buyer applies an additional cumulative penalty of USD 0.10/MT (United States
Dollar zero point one zero per Metric Ton) for every 0.1% up to the 1%
maximum.
5.4 Total Moisture (As Received Basis)
If the Total Moisture is above the 28% as specified in clause 3, Buyer applies an
additional cumulative penalty of USD 0,010/MT (United States Dollar zero point

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 zero one zero per Metric Ton) for every 0.1% up to the 30% maximum.
5.5 Ash Content (As Dried Basis)
If the Ash Content is above the 8 % as specified in clause 3, Buyer applies an
additional cumulative penalty of USD 0,010/MT (United States Dollar zero point
zero one zero per Metric Ton) for every 0.1% above the 10% maximum.
5.6 Buyer has the option to Penalty the Cargo if the actual analysis result of any
shipment for Gross Calorific Value (ARB) is below 4400 Kcal/kg. Seller has the
option to bonuses of the cargo if the actual analysis result of any shipment for
Gross Calorific Value (ARB) is above 4600 Kcal/kg. Bonuses, Penalties and
Rejection of Cargo will be based and determined on the actual analysis done by
Independent Surveyor on Loaded Vessel.
5.7 In case of rejection, the Parties shall immediately seek in good faith to agree on
a settlement for such shipment. If the Buyer selects to accept the shipment of
cargo instead of rejection, the settlement of such Shipment, including reduction
in price, shall be discussed in good faith between the Buyer and the Seller.

CLAUSE 6 PAYMENT TERMS

6.1 Within 5 (five) Banking Days after signing of this Contract, the buyer must issue
the pre-approved workable LC to Seller beneficiary bank.
The Irrevocable, Workable Confirmable and NON Transferable Letter of Credit -
100% at sight valid date 30 Days after the latest shipment date established
from World Prime Bank in favour of the LC BENEFICIARY, Covering 100% (IDR).
6.2 Bank details of LC Beneficiary and Buyer are as per below:
Is hereby appointed by Seller as the Funder & "LC BENEFICIARY" ONLY. The rest
of the contract terms will be between BUYER & SELLER.

PAYMENT BENEFICIALLY BANK:

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT
NUMBER
SWIFT CODE

BUYER’S BENEFICIALLY BANK:

BANK NAME
ACCOUNT NAME
BANK ADDRESS
BANK TEL

Seller signature Buyer Signature

 ACCOUNT
NUMBER
SWIFT CODE

6.3 Documents for payment under LC:

The AMOUNT FOR 100% OF CFR VALUE IS PAYABLE AT SIGHT AT LOADING
PORT AGAINST THE FOLLOWING 5 DOCUMENTS WHICH MUST BE PRESENTED
WITHIN 21 DAYS AFTER THE DATE OF SHIPMENT AT THE LOADING PORT BUT
ANYWAY WITHIN THE VALIDITY OF THE CREDIT:
6.3.1 The Seller Signed Commercial Invoice in three (3) originals and two (2)
copies indicating the value of goods shipped, the contract number, L/C
number and the name of the carrying vessel, based on the Certificate of
Weight and the Certificate of Quality issued by Independent surveyor at
the loading port;
6.3.2 Certificate of Origin issued by The Chamber of Commerce or Authorized
Organization by the relevant government authority, in 1 (one) original
and 3 (three) copies.
6.3.3 Certificate of Analysis on Quality in triplicate issued by ANINDYA
WIRAPUTRA KONSULT (AWK) at Loading Port certifying the actual draft
surveyed quality and weight of the cargo;
6.3.4 One Full set 3/3 (three originals and three copies) of “Clean on Board”
shipped Bill of Lading made out to order, blank endorse marked ”Freight
Prepaid as per Charter Party” and notifying the Buyer or Buyer’s agent at
the port of discharging.
6.3.5 Certificate of Analysis on Weight in triplicate issued by Independent
ANINDYA at Loading Port certifying the actual weight of the cargo;
together with the draft report.

Each shipment, the invoice value 100% (+/-10%) shall be paid by the L/C
issuing bank upon receipt of the documents against the 5 following documents
stated above. The Certificate of Weight and the Certificate of Quality issued by
independent surveyor will be base at the loading port by survey of the Cargo.
All the documents will be faxed or email to the Buyer and will present to the
bank.

6.4 Additional conditions:

1) ALL DOCS MUST BE MANUALLY SIGNED AND DATED, AND ISSUED IN
ENGLISH, EVEN THE PREPRINTED FORMS AND STAMPS MUST BE ISSUED IN
ENGLISH.

Seller signature Buyer Signature

 2) CHARTER PARTY B/L IS ACCEPTABLE, B/L MUST BE SIGNED BY THE MASTER
OF THE VESSEL OWNER OR HIS NAMED AGENT, IN WHICH SITUATION, A
POWER OF ATTORNEY ISSUED BY THE MASTER OR VESSEL OWNER
MENTIONED IN THE B/L ONLY SHOULD BE ATTACHED.SHIPPER AS AGENT
UNACCEPTABLE.
3) FORWARDER’B/L, SHORT FORM B/L, HOUSE B/L, BLANK BACK B/L ARE
NOT ACCEPTABLE.
4) A TOLERANCE OF +/- 10PCT ON QUANTITY AND +/- 10PCT ON CREDIT
AMOUNT IS ACCEPTABLE.
5) THIRD PARTY DOCUMENTS ACCEPTABLE EXCEPT COMMERCIAL INVOICE,
DRAFT AND ISSUERS STIPULATED IN THE L/C.
6) ALL BANKING CHARGES OUTSIDE ISSUING BANK ARE FOR BENEFICIARY’S
ACCOUNT.
7) T/T REIMBURSEMENT NOT ALLOWED.
8) PARTIAL SHIPMENT NOT ALLOWED. TRANSHIPMENT NOT ALLOWED.
9) COMBINED DOCUMENTS UNACCEPTABLE.
10) THE L/C IS SUBJECTED TO UCP600.
11) DOCUMENTS ISSUED EARLIER THAN LC DATE ARE ACCEPTABLE.
12) PHOTOCOPY INSTEAD OF COPY IS NOT ACCEPTABLE FOR ALL THE
DOCUMENTS.
13) ALL THE PARAMETERS MENTIONED IN THE SPECIFICATIONS MUST BE
INDICATED ON THE CERTIFICATE OF QUALITY.

CLAUSE 7 DELIVERY
7.1 Hours before the ship arrives at the discharge port, the Vessel Master must
inform the Buyer and the discharge port of its Shipping Agent, vessel name,
tonnage, flag, the size of the boat, and the definite of ETA at discharging port.
This information must be sent again 48, 24, and 12 hours before arrival.
7.2 Hours after leaving the loading port, the Seller’s Shipping Representative must
email or fax to the Buyer’s office the vessel’s sailing date, the name of the
steamship company, tonnage, the age of the vessel, its flag, the Bill of Lading
number, contract number, net quantity loaded, name of commodity, and
estimated time of arrival (ETA).
7.3 The Seller should email and fax the following at least five days before loading the
ship, and the nominate vessel must be confirmed by the Buyer:
(A) CONTRACT number
(B) Date of readiness
(C) Total weight
(D) Package in bulk

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 (E) Loading port
(F) Vessel and Captain
7.4 The Seller may substitute the nominated vessel, provided that the substitute
vessel to be about the similar size and demurrage and is expected to arrive
within the laycan and not prior to the estimated time arrival of initial nominated
vessel.
7.5 Discharging Terms
(Buyer’s Discharge Port) will be the discharging port for Steam Coal under
this Contract. Buyer guarantees 1 SP 1 SB for Vessel with the dimension
specified below can safely enter, safely discharge, stay safely afloat and depart,
tide and weather permitting:
7.5.1 Discharging rate is 8000 MT per weather working days 24 consecutive
hours, Sunday & Holiday Including basis vessel has minimum 4 hatches/4
hold.
7.5.2 At the Discharging port, Vessel shall be consigned to a port agent
nominated by the Buyer and appointed by Owner, subject to Owner’s
approval for port disbursement.
7.5.3 Seller shall advise Buyer of the estimated time of arrival of Vessel at the
Discharging port at least 5 days prior arrival at discharging port.
7.5.4 Seller shall arrange for Vessel’s master to advice by agent to Buyer the
estimated time of arrival at the Discharging port on departure from the
loading port, 7 days, 5 days, 3 days, 2 days and 24 hours prior.
7.5.5 Written Notice of Readiness to discharge shall be presented by the vessel
after arrival at the designated anchorage during normal office hours
between 7:00AM and 4:00PM, seven days per week, provided that Vessel
is in free practice and is in all respects ready to discharge.
7.5.6 Vessel arriving within designated lay days shall be discharged in principal
in accordance with the order of arrival at Discharging Port.
7.5.7 Laytime for discharging shall commence 12 hours after written Notice of
Readiness is tendered to Buyer’s office, whether the Vessel is actually
berthed or not, or on commencement of discharging if sooner. If the
twelve (12) hours turn time expires on a major Chinese Holiday, then
laytime for discharging is to commence from 7:00AM on next working day,
unless discharging is sooner commenced. Waiting time for berth shall not
be included in the laytime unless the waiting has resulted from any action
or inaction by Buyer or it is agent.
7.5.8 Laytime calculation:
a. Time of initial and final draft survey and the draft survey requested
by the shipmaster shall not be counted as laytime even the vessel is

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 already on demurrage. If the draft survey is additionally requested by
the Buyer shall count as laytime.
b. Discharging stoppage due to bad weather (such as heavy rain,
typhoon etc.) shall not be counted as laytime, unless the vessel is
already on demurrage. Weather breaks shall be supported with
relevant documents (NOR and SOF issued by Owner's agent at port of
discharge).
c. All opening and closing hatch covers shall not be counted as laytime
even the vessel is already on demurrage.
d. The time spent in shifting from waiting anchorage to discharging
berth after the commencement of laytime shall not be counted as
laytime spent even if the vessel is already on demurrage.
e. Time used for acquiring free pratique (including POB, First line ashore,
All fast and Inward Formalities) not to count as laytime even on
demurrage. If the vessel is found not to be in free pratique by the
time of commencement of discharge, laytime shall cease to count
until the vessel is in fact in free pratique and ready to discharge.
Above term is valid provided that free pratique is not unreasonably
withhold and local authority speed up the procedures to grant it.
f. The time required for the ballasting and any delay caused by Vessel’s
inability to discharge shall not count as laytime, even if on
demurrage.
g. Delays due to caused stipulated as Force Majeure in accordance with
Clause13shall not count as laytime.
h. Laytime shall cease to count upon completion of discharging.
i. Time lost due to inefficiency, breakdown or any other cause
attributable by the Vessel, or delays due to the vessel’s
requirement(s) to change stowage plan or loading sequences, or to
have special trimming, laytime not to count, EVEN IF VESSEL ON
DEMURRAGE. In the event of any breakdown occurred to the cranes
and/or grabs, the laytime shall be counted based on pro-rated basis
of each number of cranes and/or grabs working, even if on
demurrage.

CLAUSE 8 QUALITY
8.1 The quality of each shipment of Coal shall be determined upon loading at the
Loading Port. Sampling and Analysis shall be affected according to ISO
Standards by Anindya Wiraputra Konsult (AWK) nominated by the Buyer and
appointed and paid for by the Seller (“the Independent Surveyor”).

Seller signature Buyer Signature

8.2 AWK shall take three representative samples at the Loading Port, as follows:
8.2.1 One (1) set being the shipment analysis sample (the “Certificate of
Sampling and Analysis”);
8.2.2 One (1) set being the Buyer’s sample (the “Buyer’s Sample”);
8.2.3 One (1) set being the umpire sample (the “Umpire Sample”); and
8.3 The samples shall be clearly labeled (including without limitation the sample and
container weight) and kept in air tight sealed containers for a period of ninety
(90) days after the bill of lading date.
8.4 AWK shall issue a certificate (the “Certificate of Sampling and Analysis”) to
both the Buyer and the Seller certifying the results of its analysis. The Certificate
of Sampling and Analysis shall, save in case of fraud, manifest error or in the
circumstances detailed in clause 8.5 below, be final and binding upon both
Parties and shall be the basis for calculation of the cargo value. A scanned copy
of the Certificate of Sampling and Analysis shall be sent to the Buyer through
email within five (5) days after B/L date.
8.5 The Buyer may request, within ninety (90) days of the date of the bill of lading,
that the Umpire Sample be analyzed by a mutually agreed internationally
recognized independent commercial laboratory (the “Umpire Laboratory”).
The Umpire Laboratory shall perform the analysis of the specifications for the
parameters requested by the Buyer and shall issue a certificate (the “Umpire
Certificate”) certifying the results of the analysis.
8.6 The costs of the analysis of the Umpire Sample, if required, shall be borne by the
requesting party unless such analysis shows that the Umpire Sample is outside
the tolerances in.
8.7 Below in which case the costs shall be borne by the Seller.
8.8 If any of the above tolerances are exceeded, the Umpire Certificate shall be final
and binding, save in case of fraud or manifest error. Any adjustment based on
umpire analysis result to be settled by T/T.
8.9 Under no circumstances shall the representative be allowed to interfere or
influence both the sampling and analysis process. The Seller shall allow
reasonable access to facilitate the performance of such activities, and shall
instruct the Independent Surveyor, agents, vessel and terminal operators
accordingly.

CLAUSE 9 WEIGHT DETERMINATION

9.1 The Seller shall appoint Anindya Wiraputra Konsult to perform the weight
determination at its own expense. The weight of the shipment of Coal shall be
determined to the nearest tonne by draft survey at the Loading Port.

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9.2 Anindya Wiraputra Konsult shall issue a certificate (the “Certificate of
Weight”) certifying the results of the draft survey Loading Port. The Certificate
of Weight shall be final and binding on the Parties, save in the case of fraud or
manifest error and shall be the basis for calculation of the Price. A scanned copy
of the Certificate of Sampling and Analysis shall be sent to the Buyer through
email within five (5) days after B/L date.

CLAUSE 10 INSURANCE
The buyer bears the expense to procure a policy with a first class Marine Insurance
Institute to cover ONE HUNDRED and TEN PERCENT (110%) of the value of cargo. The
insurance policy will cover all risk or loss or damage to the said cargo, including war,
hijacking, explosion, etc, from the time on board at the loading port.For this purpose,
Seller shall advise Buyer by telex/fax before loading starts and immediately after
completion of loading the particulars of the vessel.

The age of the carrying vessel chartered by the Seller shall not exceed 20 years. In
case the Seller charter a vessel aged over 20 years, the vessel must be confirmed by
the Buyer and the extra insurance premium thus incurred shall be borne by the Seller.

CLAUSE 11 CLAIMS
11.1 Any claims that either party may have, due to an occurrence, have to be
submitted to the other party within a period of one (1) month from the date of
that occurrence.
11.2 If within 7 (seven) calendar days from date of discharge of the vessel, the Buyer
fails to inform the Seller of non-compliance, the commodity will be deemed to
have been accepted by the Buyer, and the Seller will no longer accept any
claims.
11.3 All claims will be executed in writing and both parties agree to acknowledge such
claims by written acceptance thereof.
11.4 Seller shall be responsible for all legal cost in the event Seller cannot perform or
continue after official legal contract is signed.

CLAUSE 12 TAXES, OBLIGATIONS

12.1 The Seller shall pay all and any taxes and duties incurred at loading port related
to the performance of this contract.

At the Loading Port: freight tax (if any), wharf age (if any), export duty/taxes,
custom clearance and custom service charges including any other charges by the
Authority shall all be for the account of the SELLER.

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12.2 The Buyer shall pay all and any taxes and duties incurred at the discharge port
related to the performance of this contract.
At the Discharging Port: taxes (if any), wharf age (if any demurrage), import
duty/taxes, custom clearance and custom service charges by the Authority shall
be for the account of the BUYER.

CLAUSE 13 APPLICABLE LAW

This Agreement shall be interpreted in accordance with INDONESIA Laws.

CLAUSE 14 FORCE MAJEURE

14.1 For the duration of a force majeure, such as, but not limited to, war or threat of
war, invasion, rebellion, riot, acts of god, restraints of governments or rules, or
strikes, lockouts, fire, flood, earthquake, thereby delaying the performance of
this contract, seller and/or buyer shall be released from their respective
obligation to deliver or accept the delivery of Steam Coal hereunder without
liability to the other. The event of force majeure shall be legalized by local
authority. (Within 2 DAYS)
14.2 In the event of force majeure, seller and buyer shall co-operate to minimize the
adverse effect of such force majeure occurrence to the extent possible.
14.3 In the event that seller/buyer cannot agree within one month of the cessation of
a force majeure having occurred, upon rescheduling of delivery of quantity of
Steam Coal affected by such case of force majeure, either party shall have the
right to cancel such quantity of Steam Coal without liability to the other.
14.4 Cases of force majeure shall be reported as soon as possible by fax by the
effected party to the other, defining the circumstances exactly and precisely
within 3 days after occurring of such case and submit documents issued by local
relevant department used to prove the occurrence of force majeure within 7
days after occurring of such case. The party so affected shall make its best
efforts to remove the cause of the delay, interruption or failure and to resume
with the least possible delay in compliance with its obligations under this
contract. In the event that either party exercises the cancellation right the
cancellation shall be effect only by written notice.

CLAUSE 15 ARBITRATION
All disputes arising in connection with the present contract shall be settled in an
amicable way firstly. Should the parties reach no agreement, and then the case shall
be brought for final settlement under the rules of Conciliation and Arbitration of the
International Chamber of Commerce in INDONESIA, by one or more arbitrators
appointed in accordance with the said Rules. The arbitration results will be final and
binding to both seller and buyer.

Seller signature Buyer Signature

CLAUSE 16 CONFIDENTIALITY NON-DISCLOSURES/NON-CIRCUMVENTION
16.1 The undersigned Parties do hereby accept and agree to the provisions of the
International Chamber of Commerce for Non-Circumvention and Non-Disclosure
with regards to all and anyone of the Parties in this transaction.
16.2 To include but not limited to the Buyer, Seller, their agents, mandates,
nominees, assignees, and all intermediaries party to this agreement/contract.
16.3 This agreement shall be kept in the strictest confidence between them for at
least one (1) year from the date hereof.
16.4 If there is any breach of the strictest confidence by either party, the party that
incurred damages has the right to claim damages. (This clause is to be added
into the confidentiality clause).
16.5 Neither party is entitled to transfer their rights and/or obligations under this
contract to a third party with exceptions of Financial Agent of the Seller/Buyer,
as it is provided in appendix of the present contract, and except where the third
party is an entity whose majority ownership is the same as the original
ownership contract partner. In any case the transferring party will notify the
other party in writing (Including Telex). After signing the present contract, all
previous negotiations and correspondence between the Parties in this connection
will be considered null and void.

CLAUSE 17 DEMURRAGE/DESPATCH
Demurrage/ despatch rate as per Charter Party in line with the current market,
despatch half demurrage, and any relevant amount due by Seller to Buyer or Buyer to
Seller, as the case may be, to be confirmed by both parties within 10 days after
completion of discharging, and paid by T/T within 20 (twenty) days from completion of
discharging operations against presentation of relevant supporting documents (NOR
and SOF issued by owner’s agent at port of discharging and mutually agreed Debit
Note).

CLAUSE 18 GENERAL
18.1 English is the only lawful language in the contract. This agreement contains the
entire understanding between the parties with respect to the transactions
contemplated hereby and can only be amended by a written agreement. Any
prior agreement, written or verbal is deemed merged herein and shall be
superseded by this agreement.
18.2 The article and other headings in this Contract are for convenience only and shall
not be interpreted in any way to limit or change the subject matter of this
agreement.

Seller signature Buyer Signature

18.3 All signed appendices, annexes and supplements shall constitute an integral part
of the present contract.
18.4 Conditions that have not been specified in the present contract shall be governed
by latest INCOTERMS and subsequent amendments related to CFR basis to
discharge ports.
18.5 EDT (Electronic document transmission) shall be deemed to be valid and
enforceable in respect of the provisions of this contract. Either party shall be in a
position request a hard copy of any previous electronic transmitted document.
18.6 Both parties agree that the signed and sealed fax or EDT copies of the contract
are fully binding and enforceable and the hard copy of contract will be exchanged
courier.
18.7 Grammatical mistakes, typing errors, if any, shall not be regarded as
contradictions.
18.8 The information contained herein shall be kept confidential, and shall not be
subsequently disclosed to third parties or reproduced in any way, except to third
parties who are necessary to the implementation of the Agreement.

CLAUSE 19 TITLES AND RISK OF LOSS

Risk of loss of the Coal shall pass to the Buyer as the Coal progressively passes a
vessel’s rail as the Coal is loaded on board the vessel at the Loading Port. Title to the
Coal in any shipment shall pass from the Seller to the Buyer upon payment in full of the
invoice for such shipment.

CLAUSE 20 CONCLUSIONS
The Agreement is compiled in 4 (four) originals, with each parties retaining 2 (two)
originals. Until the exchange of originals, the Parties agree the signed stamped copies
of the Agreement will be in full force and effect. Parties hereby confirm and accepted
that the Contract sent by facsimile or by scanned e-mail, accepted as an original.

Seller signature Buyer Signature

 [END OF CLAUSES]

EXECUTION PAGE

IN WITNESS WHERE OF, the Parties have caused this Contract to be duly executed
by their authorized representatives as of the date first above mentioned.

THE SELLER THE BUYER

LAHAT PULAUPINANG BARA JAYA, PT …, PT

_________________________ ________________________
… …
Director Director

THE WITNESS
PANGLIMA JAYA PERKASA, PT

_________________________
…
Director

Seller signature Buyer Signature