Agreement No.

: XXXX-XXXX-XXXX

DRAFT SALES AND PURCHASE AGREEMENT OF COAL

THE SELLER
SELLER’S INFORMATION
Company
Seller Contact & Address for
Notice
Phone / Fax /Email
Tel： Fax：

Contact Person

AND

THE BUYER
BUYER’S INFORMATION
Company

Seller Contact & Address for

Notice

Phone / Fax /Email

Phone： Email：

Contact Person

Both the Seller and the Buyer 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 Sale and Purchase Agreement
(as hereinafter defined) and the seller will supply coal to buyer subject to the terms and
conditions herein contained.

2. Term of Contract
The Parties here by agree this Agreement shall become effective on the date of.

3. The Seller and Buyer both confirm with full responsibility that they have the. corporate
authority to sign this Agreement.
 Agreement No.: XXXX-XXXX-XXXX
Now it is agreed as follows:

CLAUSE 1 COMMODITY
1.1 Commodity Coal, Net Calorific Value: XXXX kcal/kg (ARB)
1.2 Country of Origin: Indonesia
1.3 Loading port:
1.4 Discharge port：

CLAUSE 2 QUANTITY & LAYCAN DATE

2.1 TRIAL Amount : 50,000 MT (+/-10%)
2.2 Latest Shipmet Date : Within XX days of LC

CLAUSE 3 QUALITY/SPECIFICATION
3.1 The quality of Coal of each shipment delivered hereunder shall conform to the following
typical specifications in accordance with the standards of inspection by at discharging
port:

Parameter BASIS Guaranteed Specification Reject

Net Calorific Value (Kcal/kg)

ARB ≥ 5500 kcal/kg < 5300 kcal/kg
(TM) Total Moisture (ARB)
ARB ≤20% >25%
(IM) Inherent Moisture
ADB 空干基 8% >20%
Ash Content
ADB 空干基 ≤10% >15%
Fixed Carbon
ADB By Difference

(VM) Volatile Matter

ADB 42%-45% Above 45%
(TS) Total Sulphur
ADB 空干基 ≤0.8% >0.8%
Size Distribution
0-50mm >90% ＜10%
(HGI) Hard Grove Index
index ≥50% ＜50%
ASH FUSION
Deg. C 1,250 Degree Celsius ＜1,250 Degree Celsius
 Agreement No.: XXXX-XXXX-XXXX

3.2 Microelements
Parameter BASIS Guaranteed Specification Reject

Mercury (Hgd) DB ＜0.6μg/g ≥0.6 ㎍/g

Arsenic (Asd) DB ＜80μg/g ≥80 ㎍/g
Phosphorus (Pd) DB ＜0.15% ≥0.15%
Chlorine (Cld) DB ＜0.30% ≥0.3%
Fluorine (Fd) DB ≤130μg/g ≥200 ㎍/g

If the Microelements exceed standard, the cargo must be rejected, any losses arise from this
should be borne by the seller.
CLAUSE 4 PRICE
4.1 The price for Net Calorific Value Coal 5500Kcal/kg (ARB) CIF Destination Port will be CIF
USD /MT .

CLAUSE 5 QUALITY PRICE ADJUSTMENT/BONUS & PENALTIES

In regards to each shipment of Coal which does not meet the Specifications set forth in Clause 3,
the base price in Clause 4 shall be adjusted in accordance with the Specification as stated in
Clause 5:

5.1 Net Calorific Value (ARB): If the Net Calorific Value (ARB) on the certificate of quality
issued by CCIC is below 5500kcal/kg and above 5300kcal/kg, USD0.02 shall be deducted from
base price for each 1kcal/kg below 5500kcal/kg, if the difference is less than 1kcal/kg then
fractions pro rata.

If NCV(NAR) is under 5300kcal/kg, buyer is entitled to reject the whole cargo or accept the
whole cargo with the penalty of USD0.04 for each 1kcal/kg below 5500kcal/kg, if the
difference is less than 1kcal/kg then fractions pro rata.

5.3 Total Sulphur (ADB)：If the certificate of quality issued by CCIC at the Discharging port
confirms that the total sulfur content exceeds 0.8%/ton, the buyer has the right to reject it.If
the Total Sulphur is higher than 1% while the Buyer accept the cargo, there will be a penalty of
USD 0.40/MT for each 0.1% above 0.8%, if the difference is less than 0.1% then fractions pro
rata.

5.4 Ash Content (ADB)：If the ash content of the the certificate of quality issued by CCIC at the
Discharging port is higher than 10%/ton but not more than 15%/ton, for every more than 1%,
the unit price of coal will be deducted USD 0.25/ton. If the ash content exceeds 15%/ton, the
buyer has the right to reject the goods.
 Agreement No.: XXXX-XXXX-XXXX

5.5 Ash Fusion temperature (DT)：Ash Fusion Temperature lower than 1250 Degree Celsius
inspected by the certificate of quality issued by CCIC at the Discharging port ,Buyer shall have
the right to reject the cargo if it is lower the rejection limit.

5.6 The price adjustment regulation is based on 5500 Kcal/kg (ARB), the certificate of quality
issued by CCIC at the Discharging port is used as the final settlement unit price and weight.

CLAUSE 6 PAYMENT TERMS

6.1 100% LETTER OF CREDIT( MT720)

After this contract has been signed, the buyer shall prepare the draft L/C for the seller’s
confirmation.

6.2 The buyer shall issue a letter of credit for seller as the beneficiary, the L/C should be
irrevocable, nontransferable and inseparable Documentary letter of credit 60 days, the draft
L/C will be accompanied by the contract for the attachment of the buyer and seller signed
confirmation. The type of credit payment transaction will be at the discretion of Buyer and the
Seller shall unconditionally cooperate with Buyer's requirements. The L/C amount should
cover the value of 100% quantity to be delivered. The Letter of Credit shall be issued through a
prime international bank acceptable to the Seller and shall be payable against the documents
specified in Clause 10.2.1/10.2.2 of this contract. The banking charges incurred in opening the
Letter of Credit shall be borne by the Buyer. All the banking charges incurred outside the
People’s Republic of China concerning the Letter of Credit should be borne by the Seller.

6.3 After the Buyer Bank send L/C active 100% of the total value shipment, Performance Bond
(PB) 2% issued from the Seller Bank within 7-12 days to the issuing party, If the seller delivers
the goods to the buyer as agreed, the performance guarantee shall be released to the seller. If
the seller fails to deliver the goods as required, the performance guarantee (2% of the amount
of the L/C) shall be paid to the buyer as compensation.

6.4 The Seller allows the Buyer to appoint a third party company to open a letter of credit.

6.5 The L/C should be valid for 60 days from the date of L/C issuing.

6.6The L/C shall incorporate the following:

※Partial shipment is not allowed.
※Trans-shipment is not allowed.
※irrevocable, nontransferable, inseparable Documentary letter of credit 60 days.
 Agreement No.: XXXX-XXXX-XXXX

CLAUSE 7 TERMS OF PAYMENT

7.1. The 100% CIF payment will be paid on the CCIC quality and weight report of the Port of
unloading in compliance with the Contract with the following documents:

7.2 Signed Invoice in 3 (three) originals and 3 (three) copies indicating the contract number,
value of goods，and showing actual Net Calorific Value(ARB) results and adjustments, if
applicable.

7.3. Three(3) originals and three (3) non-negotiable copies of full set B/L，manually signed by
the captain/master of the carrying vessel made out to order and blank. endorsed. Marked
‘Freight Prepaid’ or ‘Freight Payable as per Charter Party’, and notify applicant issued by the
carrier;

7.4Certificate of Origin in 1 (one) original and 3 (three) copies issued by a competent

government authority in Origin of goods.

7.5 The inspection certificate of 1 (one) originals and 3 (three) copies issued by CCIC of cargo
origin at the port of shipment proves the total weight of coal loaded on the ship. The inspection
certificate must be marked with the ship name and voyage.

7.6 Certificate of analysis in 1 (one) originals and 3 (three) copies issued by CCIC Origin of
goods at loading port. vessel certifying the specification mentioned confirmed to specification
at loading port; and it must specify the master vessel name and voyage number.
 Agreement No.: XXXX-XXXX-XXXX
7.7 Certificate of Hold Cleanliness in 1 (one) originals and 2 (two) copies issued by CCIC Origin
of goods at loading port.

7.8 CCIC 1 (one) originals and 2 (two) copies quality inspection certificate issued at the port of
unloading. Meet the coal quality standards in the contract.

7.9 CCIC 1 (one) originals and 2 (two) copies Weight Inspection Certificate issued at the
unloading port. Compliance with the contract weight standards.

7.10 Seller shall provide copy of P&I SMC,DOC, copy of ship specification and lease agreement.

7.11 A full set of original insurance policies / certificates showing claims in Destination
country, with an insured amount of 110% of the invoice value, endorsed in blank, covering
marine all risks and war risk, issued in accordance with ICC (A).

CLAUSE 8 INSPECTION- QUALITY & QUANTITY DETERMINATION

8.1 Both Parties agree to delegate CCIC of Origin of goods for the designated inspection at
loading port and. Destination Country CUSTOMS for the designated inspection at the
discharging port. The quality and weight inspection result carried by Inspection Agency at
the loading port shall be the basis of the Seller’s provisional invoice. The quality and weight
inspection result carried by Destination Country CUSTOMS at the discharging port shall be
the basis of the Seller’s invoice, which should be presented to the bank with other documents.
The inspection costs at loading port shall be for the Seller’s account; while at discharging port
shall be the Buyer’s account. Each shipment of coal, the final settlement between parties is
based on the inspection results by Destination Country CUSTOMS at the discharging port.

8.2 The Buyer may at its own expense send representatives to check the Loading Operation
and conduct their own Sampling. The sellers shall notify the buyer of the loading time in
advance, so that the buyer has sufficient time to do their preparation.

8.3 The final amount payable shall be calculated according to the contract price and the quality
and quantity inspection report inspected by the designated inspection agency. If the goods
delivered by the seller exceed the amount of the letter of credit, the buyer shall compensate the
seller by telegraphic transfer to the seller's account; If the goods delivered by the seller are less
 Agreement No.: XXXX-XXXX-XXXX

than the amount of the L / C, the Seller shall negotiate the payment with the negotiating bank
according to the actual quantity and quality.

CLAUSE 9 DELIVERY
9.1 Within 30 days after the opening of the buyer of the letter of credit to the Seller. The
Seller cargo ship arrives at the unloading port designated by the Buyer.

9.2 The Seller should give the Buyer a vessel nomination notice which will specify the vessel’s
particulars, the demurrage/dispatch rate, ETA at loading port, the vessel’s estimated arrival
draft, the estimated quantity, stowage plan, and other information about the ship 10 days prior
to the laycan at loading port. The Buyer shall have 48 (forty eight) hours (holiday not counted)
to give or refuse the nomination, such approval to be given or refused promptly and not to be
unreasonably withheld. Buyer reserves the right to accept or decline the performing vessel
based on final approval by port authority.

9.3 Within 72 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).The vessel’s age is within 25
years.

9.4 72 hours before the ship arrives at the discharge port, the Vessel Master must inform the
Buyer and the Shipping Agent of discharge port , boat name, tonnage, flag, the size of the boat,
etc... This information must be sent again 48, 24, and 12 hours before arrival.

9.5 Discharging Terms

9.5.1 port DESTINATION COUNTRY will be the discharging port of Coal for the
shipment under this Contract. Vessels with Area certificates can safely enter, stay and leave
the port only when tide and weather conditions permit.

9.5.2 At the Discharging port, The Seller shall arrange for the ship to entrust a port agent
nominated by the buyer and appointed by the shipowner.
 Agreement No.: XXXX-XXXX-XXXX

9.5.3 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.

9.5.4 Written Notice of Readiness (NOR) to discharge shall be tendered by the vessel after
arrival at the designated anchorage during normal office hours between 8:00AM and 4:00PM,
seven days per week, provided that Vessel is in free practice and is in all respects ready to
discharge the intended cargo.

9.5.5 The unloading time starts 24 hours after the seller sends the N.O.R to the buyer, unless
the unloading has already started, the unloading time is calculated according to the actual
operating time.

9.5.6 Vessel arriving within designated lay days shall be discharged in principal in accordance
with the order of arrival at Discharging Port.

9.5.7 Time spent for customs/health/port authority formalities, pilot age from anchorage area
to berth, mooring, or crossing river mouth, shall not to count as lay time.

9.5.8 Lay time for discharging shall commence 24 hours after written NOR is tendered to
Buyer’s office, whether the Vessel is actually berthed or not, or on commencement of
discharging if sooner. If the twenty-Four (24) hours lay time expires on a major Chinese
Holiday, then lay time for discharging is to commence from 8:00AM on next working day,
unless discharging is sooner commenced. Waiting time for berth shall be included in the lay
time unless the waiting has resulted from any action or inaction by Seller; it is agent, the owner
or master of the Vessel, including granting of practice. Shifting time from anchorage to berth
shall not count as lay time. The time required for the ballasting and for any delay caused by
Vessel’s inability to discharge shall not count as lay time, even if on demurrage. Delays caused
by Force Majeure stipulated in accordance with Clause 14 shall not count as lay time. Time
allowed for discharging is to be calculated on the basis of the Bill of Lading quantity. Lay time
shall cease count on completion of discharging.
 Agreement No.: XXXX-XXXX-XXXX

CLAUSE 10 DEMURRAGES
10.1 Any costs and expenses incurred due to any delay at the Discharging Port, the
demurrage will be under the Buyer’s responsibility. For the avoidance of doubt, the Mother
Vessel shall be deemed to have arrived at the Discharging Port once the NOR is accepted by the
port authority in discharge port.

10.2 Buyer shall pay to Seller Demurrage incurred (if any) at the Discharging Port in
accordance with the terms and conditions of the Charter Party.

10.3 Demurrage:According to international practice（about USD34,000/Day).

CLAUSE 11 INSURANCE
11.1 To be covered by the seller for at least 110% of CIF invoice value covering all risks plus
war and strikes and relevant insurance policies shall be furnished along with other shipping
document.

CLAUSE 12 CLAIMS
12.1 Any claims that either party may have, due to an occurrence, have to be submitted to
the other party within a period of 15 working days from the date of that occurrence.

12.2 If within Twenty (20) calendar days from date of CCIC at the discharge port, 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.

12.3 All claims will be executed in writing and both parties agree to acknowledge such
claims by written acceptance thereof.

12.4 Either party shall be responsible for all Cost of Damages and Legal Cost in the event
either the Seller or Buyer cannot perform or continue after official legal contract is signed，
Including but not limited to litigation costs, arbitration costs, preservation costs, attorney's
fees, travel expenses, etc.
 Agreement No.: XXXX-XXXX-XXXX

CLAUSE 13 TAXES, OBLIGATIONS AND IMPORT

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

13.2 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.

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

13.4 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 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 Coal hereunder
without liability to the other. Local authority shall legalize the event of force majeure（Within
2 DAYS.

14.2 In the event of force majeure, The buyer and the Seller shall cooperate to the greatest
extent to minimize the adverse impact caused by force majeure.

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 quantity delivered of Coal affected by such case
of force majeure, either party shall have the right to cancel such deliver of Coal without liability
to the other.

14.4 Cases of force majeure shall be reported as soon as possible through fax by the effected
party to the other, defining the circumstances exactly and precisely. In the event that either
party exercises the cancellation right the cancellation shall be effected only by written notice.
 Agreement No.: XXXX-XXXX-XXXX

CLAUSE 15 APPLICABLE LAW & ARBITRATION

一致，
裁结果
CLAUS
E
将是最
根据上
16
GENER
终结果
海国际
AL
，对买
仲裁中
总则
卖方双
心的规
方均有
则，由
约束力
一名或
。
多名仲
裁员根
据上述
规则提
出最终
解决。
仲
15.1 This Contract shall be interpreted in accordance with COUNTRY laws. 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 COUNTRY International Arbitration Center by one or more
arbitrators appointed in accordance with the said Rules. The arbitration results will be final
and binding to both the seller and the buyer.
16.1 English is the 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.

16.2 All signed appendices, annexes and supplements shall constitute an integral part of the
present contract.

16.3 Conditions that have not been specified in the present contract shall be governed by
INCOTERMS and subsequent amendments related to CIF basis.

16.4 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.

16.5 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 17 ADDRESS FOR NOTICES & BANKING DETAILS

17.1 Seller’s details

SELLER’S INFORMATION
Company

Seller Contact & Address for Notice

Phone / Fax /Email

Tel： Fax：
Contact Person
 Agreement No.: XXXX-XXXX-XXXX

SELLER BANK DETAILS AVAILABLE RECEIVE PAYMENT

BANK NAME:
BANK ADDRESS:
BRANCH
ACCOUNT NAME:
ACCOUNT NO:
SWIFT CODE:
ACCT. OFFICER
ACCT. OFF TEL NO
BANK ACCT. Email
Bank TAX

17.2BUYER’S INFORMATION

Company

Seller Contact & Address for Notice

Phone / Fax /Email

Phone： Email：

Contact Person

BUYER BANK DETAILS AVAILABLE PAYMENT

Bank Name
Bank Address
Account Name
Account Number
Bank Tel/Fax
Swift Code

CLAUSE 18 CONCLUSIONS

18.1 The Agreement is compiled in 4 (four) originals, with the seller retaining 2 (two) original
and the buyer retaining 2(two) originals. Until the exchange of originals, the Parties agree the
signed stamped copies of the contract 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.
 Agreement No.: XXXX-XXXX-XXXX

IN WITNESS WHEREOF

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

DATE APPROVED FOR SIGN: , 2024

SIGNED and delivered by and on behalf of: SELLER

In the presence of

SELLER :

REPRESENTED BY :

DESIGNATION :

COUNTRY :

DATE APPROVED FOR SIGN: , 2024

SIGNED and delivered by and on behalf of :BUYER

In the presence of :

BUYER :

REPRESENTED BY :

DESIGNATION :

COUNTRY :

DATE APPROVED FOR SIGN: , 2024

 Agreement No.: XXXX-XXXX-XXXX

END OF AGREEMENT