SALE AND PURCHASE AGREEMENT OF

STEAM/THERMAL (NON COKING) COAL IN BULK

GAR (ARB) ………………– …………Kcal/kg

CFR …………………..……………………

BETWEEN

PT. BINTANG HAPOSAN PERSADA

(SELLER)

HONG KONG CO., LTD

(CO – SELLER / LC BENEFICIARY)

With

……………………………………………
(BUYER)

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 Contract No: ………………
Dated: ………………………

CONTRACT FOR SALE AND PURCHASE OF INDONESIAN THERMAL / STEAM (NON-

COKING) COAL IN BULK DATED……………., here in after is referred to as AGREEMENT

By and Between :

PT. BINTANG HAPOSAN PERSADA, a company incorporated under the laws of INDONESIA,
having registered office address at Jl. Giri Mukti No.05 RT.018 Tanah Merah, Samarinda
Utara, Kota Samarinda, Kalimantan Timur, Indonesia, having represented by Mr. Candra
Humala Pardosi as the President Director and acting for and on behalf of the company,
hereinafter referred to as “SELLER”.
………………………………………………………………………………………………………………………………
………………………………………………………………………………………………………………………………
………………………………………………………………………………………………………………………………
………………………………………………………………………………………………………………………………
………as the CEO and acting for and on behalf of the company, hereinafter referred to as “CO
SELLER / LC BENEFICIARY”.

“PT. BINTANG HAPOSAN PERSADA” and,”…………………………….” shall collectively be referred to

as “Sellers”.

With,

………………………………………………………………………………………………………, a company
incorporated under laws of………………, having its principal place of business
at……………………………………………………., represented by… … … … as the Director acting for
and on behalf of the company, hereinafter referred to as “BUYER”.

WHEREAS, SELLER wishes to sell to BUYER and BUYER wishes to purchase from SELLER
certain quantities of coal.

THEREFORE, in consideration of the undertakings of the Parties herein contained, SELLER and
BUYER agree as follows:

CLAUSE 1 – DEFINITIONS :

In this AGREEMENT, unless the context otherwise requires, the following terms shall
respectively have the following meaning:

1.1 % means PERCENTAGE

1.2 ADB means AIR DRIED BASIS
1.3 ARB means AS-RECEIVED BASIS
1.4 ASTM means AMERICAN SOCIETY for TESTING MATERIALS
1.5 B/L means BILLS OF LADING
1.6 COAL means the commodity set out in Clause 3 complying with the specification
in Clause 5 or which is otherwise accepted by the Buyer.
1.7 Dollars, US Dollars, USD, US$, $, Cents where used shall refer to the currency of the
United States of America.

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1.8 ETA means expected time & date of arrival.
1.9 CRF means Cost and Freight (Indonesia, Port of Indonesia)
1.10 Loading Port means the One (1) safe anchorage point at Taboneo,
South Kalimantan, Indonesia.
1.11 Ton (s), Tonne (s), and MT means metric tonne of 1,000 Kgs as defined in International
System of Units.
1.12 Price shall mean the price for invoicing purposes expressed in US Dollars
with any calculated price
rounded up or down to the nearest cent.
1.13 Kcal means Kilocalorie (s) as defined in the “International System of Units.
1.14 Kg means Kilogram (s) as defined in “International System of Units.
1.15 mm means Millimeter as defined in “International System of Units.
1.16 Working day means a day upon which business is regularly transacted
and unless expressly stated, the term “day” shall be deemed to mean “calendar day.
1.17 Pratique means permission to do business at a port by a ship that has complied with all
Applicable local health regulations.
1.18 Laytime means time allowed to load the cargo on to the mother vessel.
1.19 Demurrage means a charge payable in the event the Seller is unable to
complete Loading a ship within Laytime.
1.20 Despatch means the charge payable in the event the Seller complete loading the ship
before the end of Laytime.
1.21 Shipment or Cargo means the coal loaded or to be loaded by the SELLER into
a ship for sale and delivery to the BUYER under the terms and conditions of this
Agreement.
1.22 WWDSHINC Weather Working Day Sunday and Holiday included means day of 24
consecutive hours including Sunday and Holiday on which work in loading coal on board a
vessel may be carried out without loss of time due to the weather.
1.23 Statement of Facts means a statement prepared by the ships agent at the port of
loading which shows the date and time of arrival of the vessel and the commencement
and completion of loading. It details the quantity of cargo loaded each day, the hours
worked and the hours stopped with the reasons of stoppages.

CLAUSE 2 - TERMS OF AGREEMENT :

SELLER and BUYER (here in after referred) to as PARTIES or The parties hereby agree that the
term of this agreement shall commence from the date of signing until the sale and delivery of the
contracted quantity under this agreement has been fully performed by the parties or until both
parties mutually agree to terminate this agreement, whichever comes earlier.
CLAUSE 3 - COMMODITY, QUANTITY AND DELIVERY :

The Seller shall sell and deliver and the Buyer shall purchase and accept 50,000 MT (Vessel
Owner’s Option ± 10%).

3.1 Commodity of Indonesia Steam (Non-Coking) Coal in bulk from South Kalimantan,
Indonesia.
3.2 The laycan period to be scheduled between 30 days from the date of issuance of LC.
3.3 The coal source shall be from single mine………..
CLAUSE 4 – LOADING PORT & DISCHARGING PORT

4.1 Loading Port :

4.2 Loading Rate : 7.500 MT / Day
4.3 Discharging :
4.4 Port
Discharge Rate : 12.000 MT / Day

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 CLAUSE 5 – GUARANTEED SPECIFICATION :

The quality of coal sold under this Contract shall have with the following guaranteed
specifications and seller agrees to sell duly crushed and fresh coal. The Product shall be delivered
and analyzed according to below Standards and shall confirm the specifications before loading as
following:

Basis ISO/ ASTM standards except HGI basis ASTM

PARAMETER BASIC GUARANTEED REJECTION

Total Moisture AR
Inherent Moisture B
AD
Ash Content B
AD Above
Volatile Matter B
AD No Rejection
B
Fixed Carbon AD No Rejection
Total Sulphur B
AD Above
Gross Calorific Value B
AR Below ……..
HGI B
Inde Kcal/Kg
No Rejection
x
Excessive Contaminants: The Seller shall make reasonable efforts to ensure that all Coal
Shipments delivered hereunder shall be free from Excessive Contaminants (as defined herein) as
loaded at the Loading Port. If the Buyer has commenced loading of the Coal at the Loading Port
and discovers a significant amount of contaminants, metals, other foreign matters, boulders or
excessive clumps with sizes two hundred millimeter (200 mm) and above (“Excessive
Contaminants”), and the Buyer reasonably determines that the Excessive Contaminants would, if
continued , pose a risk of causing damage to the coal handling equipment and belt conveyor
system, at the Loading Port, Parties shall immediately discuss to resolve the issue on Excessive
Contaminants. The Buyer may stop the loading until a resolution has been reached.

Should the Buyer decide to accept the Coal Shipment which contains Excessive Contaminants, or
stop the loading to avoid the risk of damage to the coal handling equipment and belt conveyor
system, any and all direct costs such as Demurrage due to stoppage of Loading and
repair costs on damage to the Buyer’s coal handling equipment and belt conveyor system caused
by the Excessive Contaminants, shall be for the account of the Seller, provided, that the Buyer shall
provide sufficient evidence to show that the damage is directly caused by such Excessive
Contaminants, together with the supporting documents for any repair costs.

If the quality of the Coal loaded as determined by the quality analysis at the loading port
exceeds the rejection limits as specified, the Buyer shall have the right to reject such inferior coal.
In the event that the quality of the loaded coal is rejected as against the specified quality, the Buyer
may at its sole discretion accept the Coal if the Buyer judges that the Coal can be used by the
Buyer and if both Parties reach an agreement to a price adjustment thereof.
.
CLAUSE 6 – PRICE

6.1 FOB MOTHER VESSEL = USD……………./MT.

6.2. Price for loading ULTRAMAX size vessel shall be … … … … / MT Including Floating
Crane / grab and gear + Freight Vessel CFR ……………………….

6.2 Bonuses, Penalties and Rejection of Cargo will be based and determined on the actual
analysis done by the Independent Surveyor on Loaded Vessel at loading port. In the event
of Cargo Rejection, all costs of off loading / discharge of Cargo at Loading Port will be
borne by the SELLER.

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6.3. PERFORMANCE BOND ( PB ):

LC Beneficiary shall issue at 2 % performance bond of the total invoice value in

order. The draft Performance Bond and draft LC are to be submitted by the
respective bank officer of both LC Beneficiary and Buyer. Once the verbiage of
said drafts agree to upon, the LC Beneficiary will make Performance Bond
Operative After The Buyer Operative L/C within max 3 x 24 hours.

CLAUSE 7 - PRICE ADJUSTMENT BASED ON QUALITY :

The following price adjustments based on quality determinations made in accordance with
Clause 6 herein shall apply to shipment(s) of Coal made hereunder.

7.1 Gross Calorific Value/GAR (ARB)

In the event that the actual GCV (ARB) at the Loading Port is above or
below.....kcal/kg in the Typical Specification, then the price shall be adjusted in
accordance with the following formula :

FOB Price x Actual GCV (ARB)

Adjusted FOB Price / MT =

Kcal/kg

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However, if the actual GCV (ARB) at the loading port is below………………...kcal/kg in
Rejection Limit and the Buyer shall be entitled to reject the coal and the cost relative to
rejection should be on Seller’s account.

7.2 Total Moisture (ARB) :

If the certified Total Moisture (ARB) of the Coal as stated in the surveyor’s certificate
at loading
port is above …..up to….., for each 1% increased the price will be reduced by
USD …../MT, fraction pro-rata.

7.3 Ash Content (ADB) :

If the certified Ash Content (ADB) of the Coal as stated in the surveyor’s certificate
at loading port is above …% up to …% (ADB), for each 1% increased the price will
be reduced by USD …../MT, fraction pro-rata.

7.4 Total Sulphur (ADB) :

If the certified Total Sulphur (ADB) of the coal as stated in the surveyor’s certificate
at loading port is above ……..% up to …..….%, for each 0.1% increased the price
will be reduced by USD …./MT, fraction pro-rata.

CLAUSE 8 – WEIGHT & QUALITY DETERMINATION

8.1 Weight :

The cargo weight of each shipment shall be calculated to the nearest metric ton
(MT) using on the basis of draft surveys conducted at the load port by
Independent Surveyor. The weight so determined on the basis of draft survey
report submitted by Anindya and SGS at the option of Buyer to be
appointed by the Seller shall be final and binding upon seller and buyer for the
purpose of this contract and shall form the basis of settlement unless
adjustment is required in accordance with to Clause 7 of this contract.

8.2 The draft surveys shall be conducted by Anindya and SGS at the option of Buyer to
be appointed by the Seller. The independent surveyor shall provide the
corresponding Certificate of Weight for each shipment at loading port. The weight
so determined shall be final and binding upon SELLER and BUYER for invoicing
purpose and settlement of payment of each shipment under this contract, and shall
form the basis of settlement unless adjustment is required in accordance with to
Clause 7 of this contract. The costs of draft surveys at loading port shall be for the
SELLER account.

8.3 Coal Quality :

The sampling and analysis of the coal shipments will be conducted at the loading
Port by Anindya Samarinda (On Vessel) and SGS Samarinda (On Barges) at the
option of Buyer to be appointed by the Seller based on ISO/ASTM Standards. The
mutually accepted surveyor shall provide the corresponding Certificate of
Sampling and Analysis for the entire cargo loaded on the buyers’ nominated
vessel at the load port. Such quality determination at the load port shall
be final and binding upon the seller and the buyer for the purpose of this contract

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 and shall form the basis of settlement unless adjustment is required in accordance
with to Clause 7 of this contract.

8.4 Distribution of Samples :

The sample collected from the Loading Port, including the total moisture sample and
the analysis sample, shall be established at least into three “sample sets” as below:

1) One sample set (referred as “analysis sample”) shall be used to

analyze the Coal.

2) One sample set (referred as “Buyer’s sample”) not less than five kilograms shall
be retained in a suitable air tight container, properly sealed and labeled, for a
period of 60 days from the Bill of Lading date, which the Buyer shall have the
option to collect from Independent Laboratory within 60 days from the Bill of
Lading date.

3) One sample set (referred as “umpire sample”) not less than five kilograms shall
be retained in a suitable airtight container, properly sealed and labeled, for a
period of 60 days from Bill of Loading date.

The Buyer, its designated agent or the Buyer’s Independent Surveyor, shall have the right at
all times to enter into the mine, jetty, Loading Port and other appropriate locations to take
samples, inspect and examine the method, equipment, loading operations, weighing,
sampling, preparation, of the Coal Shipment.

CLAUSE 9 – BASIC CONDITIONS CONCERNING DELIVERY AND

TRANSPORTATION :

9.1 Obligation of Seller :

Seller shall complete the necessary export documents and preparation of the
cargoes for Delivery of the coal and loading to Mother Vessel at Load Port at
Seller’s account, in accordance with to Clause 10 of this contract. Buyer shall issue
LC in favor of Seller (PT. BINTANG HAPOSAN PERSADA) and the obligation of
performance of contract shall be on Seller (PT. BINTANG HAPOSAN PERSADA).

9.2 Obligation of Buyer :

Buyer shall be fully responsible for the arrangement of Berthing and Discharging of
Coal at Discharge
Port with Buyer’s
account.

CLAUSE 10 - SHIPPING TERMS :

10.1 Nomination of Vessel

Vessel to be a Geared & Grabbed Vessel shall be delivered to Buyer on CFR Basis.
The Sellers shall arrange shipment of the coal to any Port, ….. where the Buyer
guarantees one safe berth/anchorage.

a. Quantity scheduled to be loaded and its stowage plan.

b. Vessel Specification, Name and Flag.
c. Load Port Vessel Agent shall be nominated by the Seller.
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10.2 Shifting :
The Seller and the Buyer may mutually agree to shift vessel to a second
anchorage. Shifting
expenses, if any, to be for the Party’s account who requests the shifting. The time
used for shifting
will be counted as laytime.

10.3 Demurrage at Loading Port :

a. The demurrage if any shall be calculated based on demurrage rate as per
governing
Charter party and shall be nominated and accepted at the time of
vessel nomination.
b. In the event that SELLER discharges the cargo slower than the allowed
laytime per governing charter party, SELLER shall pay the demurrage for all
time lost.
c. Calculation of Demurrage / Dispatch, if any, shall be on the basis of Time
sheet/ Statement of Fact issued by the nominated agent at the loading port
and endorsed by the ship owner. Demurrage/Dispatch, if any, must be settled
between BUYER and SELLER within 30 days after cargo loading complete.

d. Demurrage at loading port if any to be paid upon presentation of

following documents: Buyer's signed commercial invoice showing the amount of
demurrage and laytime calculation.

10.4 Dead Freight :

The Owner/ Master/ Agents of the vessel nominated by Seller shall declare the
stowage plan to the Seller/ their agents by e-mail/ fax, prior to arrival of vessel at
load port. Once the stowage plan is declared, the Seller shall load Coal as per the
quantity declared in the stowage plan. For any short quantity loaded, the Seller
shall pay dead freight which shall be calculated by multiplying the short quantity
by the freight of the vessel.

10.5 Stevedore damage. :

The Stevedore at load port to be appointed by the Seller at their risk and expense.
Vessel Owner's will claim for stevedore damage (if any) at the loading port. It‘s to
be settled between stevedore and vessel owner. Sellers are to assist owners to
obtain settlement or repairs. Notice of such damages shall be given by the ship
master and confirmed by stevedores within twenty four (24) hours of occurrence of
damage or latest prior to sailing of vessel.

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10.6 Lay time Calculation, :

Laytime calculation will be made by Seller based on Statement of Facts (SOF)

issued by the nominated agents in the loading port and to be confirmed and
accepted by Buyer within 30 (thirty) days of the vessel loading at the loading port.
Result of such calculation is to be agreed by both parties. The demurrage or
dispatch is to be settled within 30 Days of the Completion of cargo
loading on to the mother vessel at the loading port. The rate of demurrage and
dispatch will be as per the charter party agreement.

Once on demurrage, always on demurrage.

Loading shall be deemed to be completed and Laytime and Demurrage shall cease upon
completion of the loading operation.
After completion of the loading, Seller shall have 6 hours where the Laytime or Demurrage
shall not count (“Grace Period”) for preparing for export documentation. Time for preparing
document shall be counted as laytime or demurrage after the Grace Period finished until export
documentations are delivered on to the vessel’s Load Port agent.

CLAUSE 11 - PAYMENT TERMS :

11.1 Within 2 (two) banking days after sign the contract, The Buyer’s Bank shall
issue a draft of LC for Seller’s / Beneficiary’s approval. After receiving the
draft, seller shall confirm the contents of the L/C and reply within 2 (two)
Banking days to the Buyer for the final transmission. The Final LC will be
issued within 2 (two) banking days by Swift MT 700 after receipt of draft
LC confirmation from the Beneficiary/Seller.

11.2 All bank charges of the issuing bank are for the account of BUYER’s. All bank
charges outside the issuing bank including reimbursement charges are for the
account of SELLER’s.

11.3 The Irrevocable Sight L/C shall contain the following terms and condition: The
L/C shall be opened by Bank:

⮚ L/C shall allow for 10% more or less in value and quantity.

⮚ L/C expiry for each shipment shall be valid for 21 days after last date of shipment.

⮚ Irrevovable L/C at Sight 100%

⮚ All banking charges outside opening bank shall be paid by

SELLER.

⮚ Transshipment is not allowed.

⮚ Partial shipment is not allowed.

⮚ Third Party documents are acceptable, except for Invoice and Bank Draft.

⮚ Spelling and typographical errors and differences of such nature between Bank
issued and Beneficiary issued documents shall not be deemed discrepancies.

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⮚ L/C is subject to UCP (2007) revision, ICC publication No.600.

CLAUSE 12 - DOCUMENTATIONS REQUIRE FOR 100 %

PAYMENT AT SIGHT :

Documents to Buyer- Seller shall promptly supply the following documents to Buyer for
Negotiation of LC within LC validity :
a. Three (3) originals and three (3) copies of Beneficiary’s signed commercial invoice
setting out the description of goods, price adjustment if any, payable amount of
goods, the name of the vessel, B/L number and date, L/C number, the payable invoice
amount shall be the adjusted base price multiplied by the B/L weight.
b. Full set of 3/3 original and 3 non-negotiable copies, “clean on board” ocean bills of lading
(Charter Party Bills of Lading acceptable), marked ‘‘Freight Prepaid’ and notifying as per
Buyer request, made out “To Order” and blank endorsed .
c. One (1) original and three (3) copies of Certificate of Sampling and Analysis showing
actual analysis results of quality specifications listed in 47a issued by appointed Surveyor at
loading port.
d. One (1) original and three (3) copies of Certificate of Weight issued by appointed Surveyor
at loading port.
e. One (1) original and three (3) copies of Draft Survey Report issued by appointed Surveyor
at loading port.
f. One (1) original and three (3) copies of Certificate of Origin issued by appointed Surveyor
at loading port;
g. One (1) original and three (3) copies of Certificate of Hold Cleanliness issued by
appointed Surveyor at loading port

CLAUSE 13 - BANKING INFORMATION

CO SELLER / LC BENEFICIARY BANK DETAILS

BENEFICIARY’S BANK
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NO
BANK SWIFT CODE

LC Issuing BanK Details

Bank Name : ……………..

Bank Address : ……………….

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Bank Phone/Fax : …………….
Bank Officer Name : ……………….
Bank Officer Contact : ……………….
Bank Account Name :…………..
Bank Swift Code : …………………

CLAUSE 14 - TAXES & DUTIES

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

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

14.3 The Buyer shall pay all and any taxes and duties incurred at the discharge port
related to the performance of this contract.

14.4 At the Discharging Port : taxes (if any), wharf age (if any demurrage), import
duty/taxes, custom clearance and customs service charged by the Authority shall
be for the account of the Buyer.

14.5 All import duties, levies, dues etc. on the imported material from the vessel if any at
discharge port shall be to BUYER’s account. All taxes, duties, export taxes etc. on
loading goods in the country of origin / loading is for SELLER’s account.

CLAUSE 15 - RISK PURCHASE :

The SELLER / BUYER may, without prejudice to any other remedy for breach of contract, by
written notice of default sent to the other party, terminate the contract in whole or in part.

15.1 If the SELLER fails to deliver any or all of the goods within the time period specified
in the contract or any extension there of granted by the BUYER.
15.2 If the BUYER fails to upkeep any of the commitments related to cargo buying like
Laycan within the time period specified in the contract or any extension thereof
granted by the BUYER.
15.3 If the Seller fails to perform the contract within the time period specified ( “Seller’s
Deficiency”), the Buyer has the right to terminate the Contract

CLAUSE 16 – FORCE MAJEURE :

16.1 No delay, failure or omission by one Party (the "Affected Party") to carry out or
observe any of the terms or conditions of this Agreement shall, except in
relation to obligations to make payments under this Agreement, give rise to any
claims against such Party in question or to be deemed a breach of this Agreement if
such failure or omission arises from any event or circumstance which cannot be
reasonably anticipated or foreseen and is reasonably beyond the control of that
Party and arises without its fault or negligence and which, despite all reasonable
continuing efforts of the Affected Party to prevent it or mitigate its effects,
causes such delay, failure or omission. Each such event or circumstance is an
"Event of Force Majeure".

16.2 Without limiting but subject to Clause 16.1, if, by reason of an Event of
Force Majeure, either Party is rendered unable to perform, in whole or in part, any of
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 its obligations under this Agreement, then upon the Affected Party giving notice
specified in Clause 16 and full particulars of such event, such obligations of the
Affected Party shall be suspended or excused to the extent of such Event of Force
Majeure.

16.3 Without limiting Clause 16.1 an event on circumstance shall be treated as

being reasonably beyond the control of a Party if it arises or results from any
intervention, howsoever made, by any government or government agency in the
performance by or on behalf of that Party of its obligations under this
Agreement.

16.4 Without limiting but subject to Clause 16.1, Events of Force Majeure shall include
the following :

a) acts of God, war or the public enemy whether declared or not, public
disorders, civil
b) disturbance, insurrection, rebellion, riots, violent demonstrations,
blockade, revolution, terrorism, expropriation, requisition, confiscation,
nationalization, export or import restriction or other restrictions or embargo,
rationing or allocations imposed by any Governmental Instrumentality;
c) any effect of unusual natural elements, including fire,
volcanic eruption, landslide, earthquakes, floods, lightning, typhoons,
tsunami, perils of sea, or other unusual natural calamities;
d) explosion, accident or fire;
e) accidents of navigation or breakdown or injury of Vessels,
accidents to harbors, docks, canals or other assistance to or
adjuncts of shipping or navigation whether river or otherwise;
f) strikes or lockouts or other collective or industrial action by workers
or employees; and
g) Radioactive contamination or ionizing radiation affecting the source
of Coal.

16.5 Affected Party shall, as soon as reasonably practicable, but in no case later than 3
Indonesian/Singapore Working Days of the occurrence of the Event of Force Majeure
notify the other Party by fax or email of any withholding or suspension of deliveries
caused by the Event of Force Majeure and shall keep other Party advised of any
changes in the situation which shall affect deliveries hereunder. In the event that any
reduction or cessation of deliveries caused by the operation of this Clause subsists for
a period of four weeks or more, the Parties shall discuss and review the situation to
assess whether an equitable solution is possible in respect of the Shipment(s)
affected. Buyer shall be free to purchase from other suppliers a quantity of Coal
agreed by the Parties in order to make good any deficiency of deliveries caused by
the operation of this Clause.

16.6 The Affected Party shall not be entitled to withhold or suspend performance under
this Agreement by reason of an Event of Force Majeure for any greater scope or
duration than is required by the Event of Force Majeure. The Affected Party shall notify
to other Party by fax or email as soon as the Event of Force Majeure has ceased and
of resumption of performance by the Affected Party.

16.7 All withheld, excused or suspended supplies of Coal under Clause 16.5 shall be
performed after the termination of the Event of Force Majeure in accordance with a
delivery schedule to be mutually agreed between the Parties in good faith within 30
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 days from the date of cessation of the Event of Force Majeure, failing which the said
supplies shall be performed in a fairly evenly spread manner within a period of next 12
months or until the end of the Term, whichever is earlier. If the Seller has not delivered
the Contractual Tonnage to the Buyer on the expiry of the Term due to an Event of Force
Majeure, then the Term shall stand increased by the period equal to the period of the
Event of Force Majeure and the withheld or suspended supplies of Coal shall be
effected during such increased period of the Term in a fairly evenly spread manner.

CLAUSE 17 – NOTICES

17.1 Any notices, declarations, invoices and other communications which either Party
may be required to give or make to the other Party, unless otherwise specifically
provided herein, shall be in writing and shall be sufficiently given or made if
delivered by hand or sent by post, postage paid or by facsimile, to the address
specified below.

17.2 Any notices, declarations and other communications given or made by post shall be
deemed to have been given or made on the 7th (seventh) business day after the day
of postage and if given or made by facsimile shall be deemed to have been given or
made on the business day following that on which the facsimile was sent.

17.3 Any notice required or permitted by this AGREEMENT shall be in writing in

English and may be delivered personally or may be sent by telex, facsimile, or
prepaid registered mail addressed to the parties, as follows:

SELLER : PT. BINTANG HAPOSAN PERSADA

Address : Jl. Giri Mukti No.05 RT.018 Tanah Merah, Samarinda Utara,
Kota Samarinda, Kalimantan Timur, Indonesia
Attention : Mr. Candra Humala Pardosi - President Director
Phone :
E-mail :

CO - SELLER :
Address :
Attention :
Phone :
E-mail :

BUYER :
Address :
Represented By :
Telephone :
Email :

CLAUSE 18 - GOVERNING LAW AND ARBITRATION :

This Agreement shall be governed by English law and any dispute arising out of or
in connection with this Agreement, including any question regarding its existence,
validity or termination, shall be referred to and finally resolved by arbitration in
Indonesia in accordance with the arbitration rules of the Indonesia International
Arbitration Centre (“IIAC rules”) for the time being in force, which rules are deemed
to be incorporated by reference in this clause.

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 The seat of the arbitration shall be Indonesia. The tribunal shall be composed of
three arbitrators, one of whom shall be appointed by the Buyer, one of whom shall
be appointed by the Seller and the third arbitrator appointed by the two arbitrators
appointed by the Buyer and the Seller. The language of the arbitration shall be
English.

CLAUSE 19 - NO WAIVER :

No waiver by either Party or any breach of the terms or conditions of this

Agreement to be performed by the other Party shall be construed as a waiver of any
succeeding breach of the same or any other terms or conditions.

CLAUSE 20 - INSURANCE, TITLE, RISK :

20.1 Standard marine insurance policy will be arranged by Buyer at Buyer’s cost.
The buyer shall provide the insurance along with the letter of credit.

20.2 The BUYER shall at its own expense, procure marine cargo insurance which
shall cover all risks of physical loss or damage to the Cargo commencing
when the Cargo passes over the Vessel’s rail at the Loading Port.

20.3 All risk of loss, deterioration and damage with respect to the coal shall pass
from SELLER to BUYER as the coal passes over the vessel or vessel’s
railing at the loading point.

20.4 Title to the Cargo shall pass from the SELLER to the BUYER once the Cargo
passes over the Vessel’s rail at the Loading Port.

CLAUSE 21 - TERMINATION :

If such Force Majeure condition continues for a duration of 90 (ninety) consecutive

days, either party may, by written notice to the other, terminate this agreement in its
entirety and both parties shall be released from further obligations except for
obligations accrued prior to such termination, effective as of receipt of the notice of
termination.

The Buyer may, without prejudice to any other remedy for breach of contract, by
written notice of default sent to the Seller, term inate the contract in whole or in part
provided the conditions as follows:

a) If the Seller fails to deliver any or all of the goods within the time period
specified in the contract or any extension thereof granted by the Buyer, or
b) If the Seller fails to perform any other obligation(s) under the contract.

CLAUSE 22 - CONFIDENTIALITY & NON CIRCUMVENTION :

22.1 The terms and conditions (including without limitation price) set forth in this
AGREEMENT are considered by both parties to be confidential. Neither party shall
disclose such information to any third party without advance written consent of the
other, except where such disclosure is required by law.

14
22.2 The PARTIES shall not in any manner whatsoever solicit nor accept business from
sources or their affiliates that are made available by the other PARTY to this
AGREEMENT, at any time, without the prior written permission of the other PARTY,
which mad the source available.

22.3 The PARTIES to the best of their ability shall not in any way whatsoever circumvent
or attempt to circumvent each other or any party involved in any of the transactions
the PARTIES are desiring or entering into

CLAUSE 23 - ENTIRE AGREEMENT AND AMENDMENT :

23.1 This AGREEMENT the entire agreement between the SELLER and the BUYER in
relation to the sale and purchase of coal and supersedes all prior negotiation,
understandings and agreements whether written or oral in relation to the
AGREEMENT.

23.2 Both Parties agree not to circumvent the other Party and to keep any information
and documents exchanged confidential and not reveal to any third party unless
permission is given in writing from the Party whose information and documents will
be disclosed.

23.3 No amendment of this Contract shall be valid unless done in writing and duly
executed by the Parties.

CLAUSE 24 – LANGUAGE :

The contract is made in English 4 (four) copies, of which each party keeps 2 (two) copies, all
copies having the same value and importance.

CLAUSE 25 - SIGNATURE PAGE :

IN WITNESS WHEREOF, PARTIES have signed and sealed below by their legal and
authorized representatives to accept and approve all terms and conditions contained in
this AGREEMENT.

JAKARTA, …………….JUNE 2023

SIGNED for and on behalf SIGNED for and on behalf of

of The Buyer The Seller

PT. BINTANG HAPOSAN PERSADA

PRESIDENT DIRECTOR MR. CANDRA HUMALA PARDOSI

PRESIDENT DIRECTOR

15
 SIGNED for and on
behalf of
The Co Seller

CEO

16
STOCK PILE POSITION :
PULAU PINANG KM 92 – SUBDISTRICT BINUANG –
REGENCY TAPIN – SOUTH KALIMANTAN - INDONESIA

17
ACK:
BASIC HEADER:
APPLICATION HEADER:
I 700
:27:Sequence of Total
1/2
:40A:Form of Documentary Credit
IRREVOCABLE
:20:Documentary Credit Number

:31C:Date of Issue

:40E:Applicable Rules
UCP LATEST VERSION
:31D:Date and Place of Expiry
NEGOTIATING BANK'S COUNTER
:50:Applicant

:59:Beneficiary

:32B:Currency Code, Amount

USD
:39A:Percentage Credit Amount Tolerance
10/10
:41D:Available With...By...
NEGOTIATING BANK BY
NEGOTIATION
:42C:Drafts at...
AT SIGHT
FOR 100 PCT OF INVOICE VALUE.
:42A:Drawee

:43P:Partial Shipments
NOT ALLOWED
:43T:Transhipment
NOT ALLOWED
:44E:Port of Loading/Airport of Departure
:44F:Port of Discharge/Airport of Destination

:44C:Latest Date of Shipment

:45A:Description of Goods and/or Services

1.NAME OF COMMODITY: INDONESIAN STEAM COAL
2.COUNTRY OF ORIGIN: INDONESIA
3.QUANTITY: ....... MT +/- 10 PCT
4.PACKING: IN BULK
5.CONTRACT NO.:
6.SPECIFICATIONS:
TABLE A: BASED ON ISO STANDARD
PARAMETERS TYPICAL REJECTION
TOTAL MOISTURE (ARB) .... ....
18
 INHERENT MOISTURE (ADB) .... NO REJECTION
ASH (ADB) .... ....
VOLATILE MATTER (ADB) .... ....
FIXED CARBON (ADB) BY DIFFERENCE NO REJECTION
TOTAL SULPHUR (ADB) .... ....
(ARB) .... KCAL/KG .... BELOW .... KCAL/KG
HGI .... BELOW ....
SIZE (0-50 MM) .... BELOW ..% AFT DT(DEG C) ABOVE OR
EQUAL TO BELOW .... .
TABLE B: TRACE ELEMENTS BASED ON GB STANDARDS
TRACE ELEMENT UNIT TYPICAL REJECTION
MERCURY (HGD, DB) UG/G BELOW OR EQUAL TO ABOVE
ARSENIC (ASD, DB) UG/G BELOW OR EQUAL TO ABOVE
PHOSPHORUS (PD, DB) % BELOW OR EQUAL TO ABOVE
CHLORINE (CLD, DB) % BELOW OR EQUAL TO ABOVE
FLUORINE (FD, DB) UG/G BELOW OR EQUAL TO ABOVE
ASH (DB) % - ABOVE OR

TOTAL SULPHUR(DB) % - EQUAL TO ABOVE OR

.
7. BASE PRICE AND PRICE ADJUSTMENT: BASE PRICE:
THE BASE PRICE IS USD ..../MT FOB GEARED MOTHER VESSEL AT
...........,SOUTH KALIMANTAN, INDONESIA, BASIS OF .... KCAL/KG (ARB) AS PER
INCOTERMS 2020.
.
PRICE ADJUSTMENT:
IN THE EVENT THE ACTUAL NET CALORIFIC VALUE (ARB) CERTIFIED IN
THE CERTIFICATE OF SAMPLING AND ANALYSIS ISSUED BY PT. ....
JAKARTA AT LOADING PORT IS BELOW .... KCAL/KG, BUT NOT BELOW ....KCAL/KG,
A PRO-RATA ADJUSTMENT SHALL BE APPLIED AND
CALCULATED AS FOLLOWS:

UNIT PRICE ADJUSTED .... (ARB) AT LOADING PORT

AS PER (ARB) = BASE PRICE X ---------------------------
....(ARB) KCAL/KG IF THE ACTUAL (ARB) SHOWN IN THE
CERTIFICATE
OF SAMPLING AND ANALYSIS ISSUED BY PT.
.... JAKARTA AT LOADING PORT IS OVER .... KCAL/KG, A PRO-RATA ADJUSTMENT
SHALL BE APPLIED AS PER ABOVE CALCULATION.
.
SHOULD THE ACTUAL RESULTS OF SPECIFICATION IN 45A AS DISCLOSED
IN THE CERTIFICATE OF SAMPLING AND ANALYSIS ISSUED BY PT. ....
JAKARTA AT THE LOADING PORT EXCEED THE REJECTION LEVEL, THE APPLICANT
SHALL HAVE THE RIGHT TO REJECT THE DOCUMENT AND
ISSUING BANK SHALL HAVE THE RIGHT TO REJECT THE PAYMENT.

:46A:Documents Required

1. BENEFICIARY'S MANUALLY SIGNED COMMERCIAL INVOICE IN 1

ORIGINAL AND 3 COPIES FOR 100% CNF CARGO VALUE BASED ON THE
CERTIFICATE OF WEIGHT AND CERTIFICATE OF SAMPLING AND ANALYSIS
BOTH ISSUED BY PT. .... JAKARTA AT LOADING PORT, INDICATING
LETTER OF CREDIT NUMBER, CONTRACT NUMBER, BILL OF LADING NUMBER,

19
 DESCRIPTION OF GOODS, QUANTITY/WEIGHT, CALCULATION FOR THE PRICE
ADJUSTMENT (IF ANY), UNIT PRICE AFTER ADJUSTMENT AND TOTAL AMOUNT
AND THE NAME OF CARRYING VESSEL.
.
2. FULL SET 3/3 OF ORIGINAL CLEAN ON BOARD CHARTER PARTY BILL(S) OF LADING
AND 3 NON-NEGOTIABLE COPIES MARKED 'FREIGHT PREPAID' AND MADE OUT TO
ORDER AND BLANK ENDORSED BY
SHIPPER AND NOTIFY ....... SHOWING SHIPPER AS ..........
.
3. CERTIFICATE OF SAMPLING AND ANALYSIS IN ONE ORIGINAL PLUS 3
COPIES INSPECTED, ISSUED AND SIGNED BY PT. .... JAKARTA AT
LOADING PORT, SHOWING THE ACTUAL RESULT OF ALL PARAMETER
SPECIFICATIONS CALLED FOR IN 45A TABLE A OF THE L/C IN
ACCORDANCE WITH ISO STANDARDS, INDICATING SAMPLE WERE TAKEN BY
PT. .... JAKARTA AT LOADING PORT DURING MOTHER VESSEL LOADING AND
SAMPLING DATE ON OR BEFORE SHIPMENT DATE, INDICATING THE CARRYING
VESSEL'S NAME.
.
4. CERTIFICATE OF SAMPLING AND ANALYSIS FOR TRACE ELEMENT IN ONE
ORIGINAL PLUS 3 COPIES INSPECTED, ISSUED AND SIGNED BY PT. ....
JAKARTA AT LOADING PORT, SHOWING THE ACTUAL RESULT OF ALL
PARAMETER SPECIFICATIONS CALLED FOR IN 45A TABLE B OF THE L/C IN
ACCORDANCE WITH GB STANDARDS, INDICATING SAMPLE WERE TAKEN BY
PT. ........... JAKARTA AT LOADING PORT DURING MOTHER VESSEL
LOADING AND SAMPLING DATE ON OR BEFORE SHIPMENT DATE,
INDICATING THE CARRYING VESSEL'S NAME.
.
5. CERTIFICATE OF WEIGHT IN ONE ORIGINAL PLUS 3 COPIES INSPECTED, ISSUED
AND SIGNED BY PT. .... JAKARTA AT LOADING PORT, INDICATING VESSEL'S
NAME.
.
6. DRAFT SURVEY REPORT IN ONE ORIGINAL PLUS 3 COPIES INSPECTED, ISSUED
AND SIGNED BY PT. .... JAKARTA AT LOADING PORT, INDICATING VESSEL'S
NAME.
.
7. CERTIFICATE OF ORIGIN IN ONE ORIGINAL PLUS 3 COPIES ISSUED BY ANY COMPETANT
AUTHORITY IN EXPORTING COUNTRY,INDICATING VESSEL'S NAME. .

8. CERTIFICATE OF HOLD CLEANLINESS IN ONE ORIGINAL PLUS 3 COPIES

INSPECTED, ISSUED AND SIGNED BY PT. .... JAKARTA AT LOADING PORT,
INDICATING VESSEL'S NAME.
.
9. ONE ORIGINAL BENEFICIARY'S MANUALLY SIGNED CERTIFICATE
CERTIFYING THAT A SHIPPING ADVICE HAS BEEN EMAILED TO APPLICANT
WITHIN 1 WORKING DAYS AFTER SHIPMENT
DATE, INDICATING L/C NUMBER, CONTRACT NUMBER, NAME OF COMMODITY,
QUANTITY/WEIGHT, VESSEL NAME, SHIPMENT DATE, INVOICE VALUE BEFORE
PRICE ADJUSTMENT, B/L NUMBER, VESSEL SAILING DATE, ETA OF
THE VESSEL AT THE DISCHARGING PORT. E-MAIL REPORT IS REQUIRED. COPY OF
SHIPPING ADVICE IS REQUIRED FOR PRESENTATION.
.
10. ONE ORIGINAL BENEFICIARY'S MANUALLY SIGNED CERTIFICATE
CONFIRMING THAT ONE FULL SET OF NON-NEGOTIABLE DOCUMENTS HAS
BEEN EMAILED TO THE APPLICANT WITHIN 5 WORKING

20
 DAYS AFTER SHIPMENT DATE. INDICATING L/C NUMBER, INVOICE NUMBER,
CONTRACT NUMBER, NAME OF COMMODITY, QUANTITY/WEIGHT, VESSEL
NAME, SHIPMENT DATE, INVOICE VALUE AFTER PRICE ADJUSTMENT BASED
ON THE ARB VALUE REPORTED IN THE CERTIFICATE OF
SAMPLING AND ANALYSIS ISSUED AT LOADING PORT BY PT. .... JAKARTA, B/L
NUMBER, ETA OF THE VESSEL AT THE DISCHARGING PORT.
EMAIL REPORT IS REQUIRED FOR PRESENTATION.

:47A:Additional Conditions

1. ALL DOCUMENTS TO BE FORWARDED IN ONE COVER.

MAIL ADDRESS: BANK OF .............
.
2. PLEASE PROVIDE ONE EXTRA COPY OF INVOICE AND TRANSPORT DOCUMENT(S)
FOR OUR FILE.
.
3. A DISCREPANCY FEE EQUAL TO USD60.00 WILL BE DEDUCTED FROM THE
PAYMENT FOR EACH SET OF DOCUMENTS CONTAINING DISCREPANCY(IES).
.
4. AMOUNT OF EACH DRAWING MUST BE ENDORSED BY THE PRESENTING BANK ON
THE REVERSE OF THIS ORIGINAL L/C AND COVERING LETTER MUST BE SO
CERTIFIED.
.
5. DRAFT(S), IF ANY, SHOWING CORRECTION(S) OR ALTERATION(S) WILL NOT BE
ACCEPTABLE EVEN WITH THE DRAWER'S AUTHENTICATION.
.
6. BENEFICIARY'S CERTIFICATE CONFIRMING THEIR ACCEPTANCE OR
REJECTION OF THE AMENDMENTS ISSUED UNDER THIS L/C QUOTING THE
RELEVANT AMENDMENT NUMBER IS REQUIRED FOR PRESENTATION
UNDER THIS L/C. SUCH CERTIFICATE IS NOT REQUIRED IF NO AMENDMENT
HAS BEEN ISSUED UNDER THIS L/C.
.
7. ALL DRAFTS AND DOCUMENTS MUST BE ISSUED IN ENGLISH LANGUAGE, EXCEPT
THE PREPRINTED FORMS AND STAMPS.
.
8. ALL BANK CHARGES OF BENEFICIARY'S BANK TO BENEFICIARY'S ACCOUNT AND
ALL BANK CHARGES OF APPLICANT'S BANK TO APPLICANT'S ACCOUNT.
REIMBURSEMENT CHARGES ARE FOR BENEFICIARY'S ACCOUNT.
.
9. TYPOGRAPHICAL OR SPELLING ERRORS THAT DOES NOT AFFECT THE MEANING
OF A WORD OR THE SENTENCE IN WHICH IT OCCURS DOSE NOT CONSTITUTE A
DISCREPANCY.
.
10. CHARTER PARTY BILL OF LADING IS ACCEPTABLE. CHARTER PARTY B/L MUST BE
SIGNED BY THE MASTER OR HIS NAMED AGENT OR VESSEL
OWNER OR HIS NAMED AGENT, SHIPPER AS AGENT UNACCEPTABLE. CHARTER
PARTY DATE PRIOR TO B/L DATE AND L/C ISSUE DATE IS ACCEPTABLE.
.
11. FORWARDER B/L, SHORT FORM B/L (EXCEPT CHARTER PARTY B/L), HOUSE B/L,
BLANK BACK B/L ARE NOT ACCEPTABLE.
.
12. T/T REIMBURSEMENT ALLOWED. .
13. COMBINED DOCUMENTS UNACCEPTABLE.
.

21
14. PHOTOCOPY IS NOT ACCEPTABLE FOR ALL THE DOCUMENTS. .
15. DOCUMENTS ISSUED EARLIER THAN L/C ISSUANCE DATE ARE NOT ACCEPTABLE
EXCEPT CHARTER PARTY BL.
16. LC CAN BE OVERDRAWN OR UNDERDRAWN TO THE EXTENT OF PRICE ADJUSTMENT.
17. ALL DOCUMENTS SHOWING ACTUAL RESULTS OF SPECIFICATIONS/PARAMETERS
DIFFERENT FROM THE TYPICAL SPECIFICATIONS MENTIONED IN F.45A OR
DESCRIPTION OF GOODS BUT WITHIN THE REJECTION LIMIT ARE ACCEPTABLE. .

:71D:Charges
AS SPECIFIED IN 47A.

:48:Period for Presentation in Days

21/B/L DATE

:49:Confirmation Instructions
WITHOUT

:78:Instructions to the Paying/Accepting/Negotiating Bank

UPON OUR RECEIPT OF THE DOCUMENTS IN ORDER, YOU ARE AUTHORIZED TO CLAIM
REIMBURSEMENT BY TELEGRAFIC TRANSFER.

22