WOOD PELLETS SALES AGREEMENT

The Wood Pellets Sales Agreement (hereinafter referred to as the “AGREEMENT” is made on this
day .... of November 2022 by and between :
1. CV. MFS AGRO COCO, a limited liability company duly established and existing under
the laws of the Republic of Indonesia, having its address in Mungka District, Lima Puluh
Kota Regency (hereinafter referred to as the “Seller”); and
2. ...... a limited liability company duly established and existing under the laws of the Republic
of Italy, having its address ..... (hereinafter referred to as the “Buyer”)
The Seller and the Buyer are hereinafter collectively referred to as the “Parties” and separately as the
“Party”.

WITNESSETH
WHEREAS :
A. The Seller is a company engaged in the sector of international trading and export company
for wood product from factories that have entered into an Agreement with the Seller
(Exporter).

B. The buyer wishes to buy the wood pellets sales from the Seller and the Seller agrees to sale
its wood pellets to the Buyer pursuant to this agreement.

NOW THEREFORE, in consideration of the mutual premises and covenants herein contained, the
Parties hereby agree as follows :

1. Scope of the Agreement

The Seller hereby agrees to sell and deliver to the Buyer and the Buyer agrees to buy and take
delivery of the wood pellets produced by the Seller’s partner (manufacturer) at Indonesia to
be delivered during the terms and conditions as stipulated in this AGREEMENT.

2. Term of the Agreement

a. This AGREEMENT shall become effective as of the signed date of this AGREEMENT and
shall remain in effect unless otherwise notified by a Party hereto in a separate written notice
to the other Party at least 1 (one) month before the termination date.

b. This AGREEMENT shall be terminated before the term in Clause 2 paragraph a by writing
if the Parties agree.

3. Quantity
 During the term of this AGREEMENT the Seller agrees to sell and deliver to the Buyer the
wood pellets pursuant to the purchase order signed by the Buyer.

4. Shipping and Loading

a. The Seller must provide adequate transport vessels capable of receiving shipments at
the location designated by the buyer.

b. Seller will provide at his own expense all labor and necessary loading and storage
equipment and will pay any other costs associated with loading the wood pellets.

c. All other port fees related to and in accordance with the payment terms, namely CIF,
will be the responsibility of the seller, such as custom clearance, coo, fees, and other
costs that may arise and are related to the forwarder.

5. Delivery and Title

a. Delivery will be made in full vessel loads or quantity agreed by the Parties at the
location designated by the Buyer

b. The Seller will start carrying out his obligations after receiving notice and
notification regarding the irrevocable L/C document at sight that has been held by the
Bank at the place of the Exporter (Seller).

c. Each shipment of wood pellets is deemed to have been delivered to the Buyer and
the risk of loss and rights to the wood pellets sent will pass when the wood pellets
have been handed over to the Shipping vessel or Forwarder, and all costs related to
the shipment have been paid by the Seller to the shipping vessel and/or Forwarder.

6. Price and Payment

a. Price

The Price of each ton of wood pellets will be sold and shipped at Cost, Insurance and
Freight (CIF) prices, and sent via any port in Indonesia (according to ship
availability).

b. Payment

Payments for wood pellets sold shall be made by the Buyer and/or the person
designated by the Buyer, with Irrevocable L/C at Sight and as nominated by the Seller
in writing.

c. All import duties, taxes, fees and other levies will be the responsibility of the Buyer.
Except for custom clearance fees and fees incurred when issuing documents required,
as well as withholding taxes or export customs in the Republic of Indonesia shall be
borne by the seller in accordance with the tax regulations in force in the Republic of
Indonesia.
7. Default

In the event of :

(i) Either Party hereto committing any default under this AGREEMENT
and not remedying the same within sixty (60) days of receipt of notice
from the other specifying such default; or

(ii) The institution of any proceeding against either Party under the
provisions of any insolvency or bankruptey law or any law for the
relief of debtors; or

(iii) The appoimment of a trustee, receiver, administrator or liquidator over

either Party’s material assets or property; or

(iv) The institution of an order for the attachment of either Party’s material
assets or property; or

(v) The commencement by either Party of proceedings for dissolution or

liquidation.

Then the other Party may at its option suspend whole or any part of its
purchase or sale of wood pellets as the case may be or may terminate
this AGREEMENT in whole or in part by written notice to the other
Party, but such suspension or termination shall be without prejudice to
any accrued rights or remedies of either Party hereto under this
AGREEMENT or at law including the right to compensatory damages.

8. Arbitration

a. Any disputes, controversies, conflicts, differences and/or order matters which may
arise between the Parties, out of or in relation to or in connection with this
AGREEMENT, or for the breach thereof, shall be first settle through friendly
negotiation between the Parties to achieve an amicable settlement within 30 (thirty)
calendar days since the date of the first formal friendly negotiation meeting is
conduct.

b. Failure to make amicable settlement of any disputes, controversies, conflicts,

differences and/or other matters between the Parties, out of or in relation to or in
connection with this AGREEMENT, or for the breach thereof will result such
disputes, controversies, conflicts, differences and/or other matters shall be finally
settled by Indonesian National Board and Arbitration (“BANI”) in accordance with
the rules of BANI. The place of arbitration shall be in Indonesia. The arbitration
proceedings shall be conducted in the English language and shall be conducted before
3 (three) arbitrators which consisting of 1 (one) arbitrators which appointed by the
Seller and 1 (one) of whom shall be appointed by the said 2 (two) appointed
arbitrators or in accordance with the appointment from the chairman of BANI. The
expense of arbitration shall be borne in accordance with the determination of the
 board of arbitration. The award rendered by the arbitrators shall be final binding upon
the Parties to the AGREEMENT. For the avoidance of doubt, neither Party shall be
entitled to commence or maintain any action in a court of law upon any matter in
dispute arising from and/or in relation to this AGREEMENT and/or the transactions
contemplated herein.

c. The Parties must continue to perform their obligations herein untill the arbitrators
give their award.

9. Assignment

This AGREEMENT shall not be assigned by either Party except with written permission of
the Party.

10. Governing Law

This AGREEMENT shall be governed by and interpreted in accordance with the laws of
Republic of Indonesia.

11. Severability

If any one or more of the provision of this AGREEMENT (other than the provisions for
payment of the price of wood pellets sold hereunder) is held to be void, illegal or
unenforceable in any respect such voidness, illegality or unenforceability shall not affect the
continuance of the remainder of this AGREEMENT.

12. Co-operation

The Parties shall confer regularly throughout the term of this AGREEMENT that each Party’s
activities may be conducted at optimum efficiency having regard to the situation and
obligations of the other Party and shall promptly advise in writing from time to time of
specifications and other details required by each Party for the proper carrying out of their
obligations.

13. Third Party Rights

A person who is not a Party to this AGREEMENT will not be entitled to enjoy the benefit of
or to enforce any provision of this AGREEMENT.

14. Miscellaneous

a. Matters that have not been regulated or insufficiently provided in this AGREEMENT
and/or any documents referred herein, will be discussed in good faith by the Parties
and will be set out in a written document that will be signed by the Parties.
 b. Any and all attachments, appendixes, addendum and/or amendment to the
AGREEMENT and/or any documents referred herein and/or any specification as
agreed by the Parties from time to time (if any) shall be regarded as an integral and
inseparable part of this AGREEMENT.

c. This AGREEMENT and/or any documents referred herein (if any) constitutes the
entire AGREEMENT between the Parties with respect to the subject matter hereof
and cancels and supersedes and prior understandings and agreement between the
Parties with respect thereto.

d. The Parties have executed this Basic Agreement in the English Language, which shall
serve as the governing language of the Agreement. If requested by a Party, the Parties
will sign a Bahasa Indonesia or Italy Language version, the Parties hereby disclaim
any benefit from, or any right to cancel or declare this Basic Agreement null and void
because of, the absence of a Bahasa Indonesia version pursuant to the Indonesian
Law No. 24 of 2009.

IN WITNESS WHEREOF the Parties hereto have executed this AGREEMENT as of the date
hereof.

The Seller
CV. MFS AGRO COCO

Name : M. Sahal Ibrahim .A

Title. : Director of CV. MFS Agro Coco

The Buyer

Name :
Title :