SALE AND PURCHASE AGREEMENT OF COAL

Contract No : ……………………….
Date : Jan ……………., 2024

This agreement for the sale and purchase of coal is made and entered into as of January ……, 2024 by and between:

THE SELLER
PT. a company incorporated under the laws of Indonesia, address at: JL. – INDONESIA, with Person Incharge is, as
a Director.

With:

CO-SELLER
…………………………. a company incorporated under the laws of Indonesia, address at Jalan
……………………….– INDONESIA, as the LC BENEFECIARY with Person In charge is ………………. as a
Director.

And

GOSYN COMPANY LIMITED, a company incorporated under the laws of Hong Kong and having its registered
office at Unit 13, 10 Floor, Delta House, 3 On Yiu Street, NT, Hong Kong as the BUYER, with person In charge is
____________

Also

PT. TAMBANG GEMILANG JAYA GROUP Address Rukan Beach Boulevard Blok B21, Golf Island, PIK, Jakarta
Utara, INDONESIA as Representative who also signed the contract in Indonesia as the CO-BUYER . The
Representative company or CO-BUYER must present the power of Attorney letter from the Buyer to be shown to the
Seller and attached as an integral part of this contract.

Whereas:
a. SELLER agree to fulfill all the requirements of the Contract, assumes all risks and liabilities of delivery of coal
and guarantees the compliance of all obligations under this Contract including but not limited to the delivery
timing, logistics and the specification in relation to the quality and quantity of coal.
b. BUYER wants to purchase coal and requests that coal is originated from Seller.
The Seller and the Buyer together shall be referred to as the “Parties” and individually referred to as the “Party”.

1. DEFINITIONS

In this Agreement the following terms shall, unless the context otherwise requires, have the following
meanings:
Agreement or this Agreement means this Agreement together with its annexes, as may be
amended by the parties in writing from time to time.
Independent Inspection Agency or IIA means the Inspection Agency appointed by the mutual
consent of the BUYER and the SELLER to carry out the
Sampling & Analysis of coal and Draft Survey of the
Vessel. Such IIA to issue Certificate of Weight and
Certificate of Sampling & Analysis as mentioned in
Articles 1.4 & 1.5 respectively.
Analysis shall have the meaning assigned to it under Article 7.

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 Certificate of Weight means the certificate issued in accordance with the
provisions of Article 7.2.1 of this contract.

Certificate of Sampling and Analysis means the certificate issued in accordance with the
provisions of Article 7.1.2 of this Agreement.
Dollars or USD or US Dollars or US$ or $ or refers to the lawful currency of the United States of
Cents America.
Designated Vessel means the specific vessel as may be approved by the
SELLER as provided in Article 9 below.
Loading Port means 1 safe Anchorage, Muara Asam-asam,, South
Kalimantan, Indonesia.
Jetty means the place where barges shall be loaded.
Metric Ton or Tons or MT means 1000 kilograms.
Specifications means the specifications guaranteed in Article 4.
ASTM means American Society for Testing and Materials.
ISO means International Organization for Standardization.
Force Majeure means an event beyond the control of the parties that was
not envisaged by the parties when the contract was
entered into as defined in Article 10.
Steam Coal /Coal means Indonesian Steam (non-coking) Coal that meets
the specifications set forth in this Agreement.
INCOTERMS 2020 means the 2020 edition of the standard trade definitions
published by International Chamber of Commerce.
Major Indonesian Holidays mean the 7 (seven) major Indonesian holidays of New
Year’s Day, Independence Day, Idul Fitri (2 days), Idul
Adha, Christmas Day, Good Friday.
ADB means Air Dried Basis
ARB means As Received Basis
GAR means Gross as Received
NAR means Net as Received
Laytime means the time allowed for loading the vessel
Laycan means the agreed days during which the vessel shall
arrive at the port of loading for the commencement of
loading.
2. COMMODITY

2.1 Indonesian Steam Coal

3. QUANTITY, DELIVERY PERIOD & DELIVERY SCHEDULE

3.1 Quantity: 50,000 Metric Tons +/- 10%

3.2 Delivery Schedule: The coal for delivery is as according to Clause 3.3. with estimated March 2024.

3.3 Delivery Time: Complete loading and shipping within 35 up to 45 Days prior to LC activated ON. The LC
Beneficiary will coordinate to the Seller to provide funds for produce and carryout all necessary things to
delivery coal according to the contract obligations.
3.4 Delivery Terms: FOB MV (Incoterms 2020).

3.5 Monthly Quantity: 50.000 MT x 12 Months of NAR 5500. Up to 50.000 x 2 Per Shipments

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3.6 Laycan: as accordingly to Clause 3.3 and Validated by Seller Bank

3.7 Loading Port: The shipments shall be from Muara Asam-Asam, South Kalimantan, Indonesia.

4. SPECIFICATIONS

The SELLER guarantees the coal to be supplied under this agreement will conform to the contractual
specifications set forth below, and as analyzed and certified using ISO Standards at Buyer’s option.
Technical Parameters Measure Typical Rejection

Basis Typical Rejection

Parameter （ISO）

Net calorific value ARB 5500 kcal/kg <5300 kcal/kg

Total moisture ARB 18% NON REJECTION

Inherent moisture ADB 12% NON REJECTION

Ash ADB 15-16% >17%

Volatile matter ADB 40-50% N/A

Total sulphur ADB 0.8- <1.0% >1%

HGI 50-55 approx.

Size 0-50mm 90% min

Trace Element （GB）

Mercury (Hg) DB >0.6 ug/g

Arsenic (As) DB >80 ug/g

Phosphorus (P) DB >0.15 %

Chlorine (Cl) DB >0.3%

Fluorine (F) DB >200 ug/g

Additional Certificate of Sampling and Analysis issued by LEON / CCIC including below parameters
or other parameters at the loading port in one (1) original and three (3) copies as requested by BUYER.
Net Calorific Value (Air Dry Basis)
Net Calorific Value (Dry Basis)
Net Calorific Value (as received basis)
Ash (Air Dry Basis)
Inherent Moisture (Air Dry Basis)
Total Moisture (as received basis)
Gross Calorific Value (Moist Mineral Matter Free Basis)
Gross Calorific Value (Moisture Ash Free Basis)
Gross Calorific Value (Dry Ash Free Basis)
Gross Calorific Value (as received basis)

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 Gross Calorific Value (Dry basis)
Gross Calorific Value (Air Dried basis)
Volatile Matter (Air Dry basis)
Volatile matter (moist mineral matter free basis)
Volatile Matter (Dry ash free basis)
Volatile Matter (Dry Mineral Matter Free basis)
G INDEX
Y value
Fixed carbon (Air dry basis)
Total Sulphur (Air Dry Basis)
Total Sulphur (Dry ash free basis)
All draft documents stated above should sent to the Buyer for confirmation prior issuance.
According to the China Government regulations about coal import, Both Parties agree to appoint PT.
CCIC Consult in Indonesia (hereinafter called CCIC) to inspection the quality of five harmful elements
at loading port according to GB standard test before seller chartered the vessel.
5. PRICE AND PRICE ADJUSTMENT

5.1 PRICE

FOB MV Loading Port Muara Asam-asam Base Price to any port of destination in China.
The Base Price of Coal for the Contract Quantity for delivery during the Contract Term shall be United
States Dollar (USD) based on ICI UPDATE metric tonne FOB MV loading port Muara Asam-asam,
100% mother vessel at the loading Muara Asam-Asam, Kalimantan Selatan, Indonesia, based on the
calorific value of 5,500 kcal/kg (NAR), The price review is carried out every shipment with a total cargo
of 50.000 MT +/- 10% X12 Month, adjusted to the latest ICI prices UPDATE.
5.2 PRICE ADJUSTMENT
5.2.1 Total Moisture (ARB)
No adjustment applicable if the actual Total Moisture (ARB) as stated in the certified falls 20%
If the actual Total Moisture (ARB) as stated in the certified exceeds 20% at loading port, the buyer is
entitled to reject the cargo.
5.2.2 Net Calorific Value [NCV (ARB)]
If the actual Net Calorific Value (ARB) as stated in Certificate of Sampling and Analysis issued by
CCIC at loading port is equal to or not below than 5300 Kcal/Kg, the price of the coal shipped under this
contract shall be adjusted as follows:
Adjusted Price = Base Price *(Actual NCV (ARB) in Kcal/kg /5500 Kcal/kg)
If the NCV (ARB) at loading port below 5300kcal/kg, the buyer has the right to reject the coal, and the
Seller shall forthwith repay to the Buyer all sums of money expended by the Buyer in respect of the
rejected Coal and shall remove the Coal or any part thereof which has been delivered to the vessel
forthwith.
5.2.3 For Total Sulphur (ADB)
If the actual Total Sulphur (ADB) exceeds 1%, penalty of USD 0.10 per MT for each 0.1% in excess
shall be applied.
6. PAYMENT
6.1 After the contract is signed for about maximum 5(five) working days, Buyer shall issue a fully workable,
single, confirmable, irrevocable letter of credit for 110% of the value of coal at sight Letter of Credit
(L/C) MT700 switch acceptance to MT.752 from one of the Prime International Banks, covering the
relevant shipment quantity +/- 10% and amount tolerance +/-10%, subject to Seller confirming the

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 advising bank details for the respective shipments.
6.2 Seller shall provide the name and bank details when confirming the L/C and Buyer shall send the draft
copy of L/C to Seller for mutual agreement before opening the L/C to Seller’s bank. The discussion of
the draft L/C shall be reached within 2 (two) Business Days since Buyer sent the draft L/C to Seller.
Seller has the right to notice the buyer to amend the LC if it is different with the both confirmed draft LC
except for bank’s standard clause, and Buyer shall amend the LC and be fully responsible for any
delays/detention arising out of not providing such L/C in time. Other information amendment doesn’t
6.3 mention in draft L/C shall be both- agreed.
Shipment date is according to LC to be advice after LC validated is ON then 35 to 45 Days delivered to be
6.4 advised latest approximately by First of March, 2024.
A non-operative Performance bond will be provided ON by the LC Beneficiary prior the LC
validated ON by the Buyer. Once the transaction on this contract has been completed properly, the
buyer must inform the lc beneficiary that the pb can be withdrawn.
6.5 Payment shall be At Sight upon presentation and receipt of the following documents by the Seller’s
designated bank with respect to such shipment:
 3 (three) original and 3 (three) copies Seller’s signed and stamped invoices indicating
description of goods, country of origin, payable amount of goods, quantity / weight, unit price
after adjustment, L/C number, B/L number, contract number, vessel name and shipment date;
 Full set (3 (three) originals and 3 (three) non-negotiable copies) of clean on-board Bill of Lading
marked "Freight Payable as per Charter Party", made out to order, blank endorsed by shipper,
notify party as instructed by Buyer;
 1 (one) original and 3 (three) copies Certificate of Sampling and Analysis issued by Independent
Surveyor CCIC INDONESIA at loading port;
 1 (one) original and 3 (three) copies Certificate of Weight issued by Independent Surveyor CCIC
INDONESIA at loading port;
 1 (one) original and 3 (three) copies Certificate of Sampling and Analysis for Trace Elements
issued by Independent Surveyor CCIC INDONESIA at loading port.
 1 (one) original and 3 (three) copies of Certificate of Origin issued by Independent Surveyor
CCIC INDONESIA at loading port.
 1 (one) original and 3 (three) copies of Certificate of Hold Cleanliness issued by Independent
Surveyor CCIC INDONESIA at loading port.
 1 (one) original and 3 (three) copies of Certificate of Draft Survey Report issued by Independent
Surveyor CCIC INDONESIA at loading port.
6.6 Seller shall provide following documents to the Buyer directly outside L/C within five (5) working days
after the BL date:
 (one) original, 1 (one) triplicate and 2 (two) copies of Certificate of Origin (Form E) issued by
the relevant Indonesia Government authority, showing HS code per Buyer’s instruction. Products
consigned to as instructed by Buyer.
 Shipper’s invoice original, showing invoice No. Date and value matching the COO Form E
 Additional certificate of sampling and analysis, showing the additional specs required by Buyer.
Buyer’s address:
Company GOSYN COMPANY LIMITED
Address Unit 13, 10 Floor, Delta House, 3 On Yiu Street, NT, Hong Kong
Tel +852………..
Seller shall email Buyer the full set of shipping documents mentioned above(a-k) within 5 (five)
working days after the BL date. Originals documents from I to k to be couriered to Buyer after
completed loading.

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6.7 Additional conditions under LC:
 All banking charges incurred in Buyer’s bank will be for Buyer’s account. All other bank charges
in Seller’s Bank will be for Seller’s account.
 The LC must have the stipulation that “If the actual specification stated in the Certificate of
Sampling and Analysis and the Commercial Invoice differs from the typical specification as per
LC stipulation as above, it shall not be treated as discrepancy unless it exceeds the rejection limit
wherever rejection limits are specified”.
 The LC must have the stipulation “Invoice showing Unit price, Unit price Adjustment and any
Formula Unit price adjustment is acceptable
 Third Party documents are acceptable except Invoice, Draft (Bills of Exchange) and beneficiary
certificate.
 All documents must be signed, dated and issued in English. Photocopy isn’t acceptable for all the
documents.
 Insurance on the cargoes to be affected by the Buyer after the cargo is loaded on the Mother
Vessel.
 Partial shipment allowed & Transshipment allowed.
 The latest date of shipment in the LC should be minimum 15 (fifteen) days after the last date of
the laycan.
 L/C to permit under drawing within L/C tolerance due to quality adjustment in according with
price adjustment clauses.
 Typographical errors not affecting figures as per International Standard Banking Practice are not
considered discrepancies, except unit price, quantity, quality and/or amount (invoice value).
 Certificate of Origin Form E showing consignee per Buyer’s instruction same as notify address
of the Bill of Lading is acceptable.
 Certificate of Origin Form E showing Buyer, Invoice Date, Trade Terms different from other
documents are acceptable.
 Documents to be presented within 45(Forty-Five) days from the shipment date.
 Charter Party Bill of Lading is acceptable. Charter Party bill of lading must be signed by the
master or vessel owner or agent on their behalf. Shipper as agent is not acceptable. Forwarder
/blank back B/L is unacceptable.
 This LC is subjected to UCP600 / Latest Version.
 Documents showing specific discharge port is acceptable
 Bill of Lading showing charter party date prior LC date and different from Bill of Lading date is
acceptable
Any additional cost (for example: dispatch/demurrage claim) shall be settled outside of L/C by the
Parties for invoicing within 30 (thirty) days after received Debit Note.

6.8 BUYER shall issue Letter of credit to Beneficiary as per details mentioned below:

LC BENIFICIARY BANK:
Bank Name
Bank Address
Swift Code
Tel No. / Mobile No
Bank Email
Account Name

PAGE 6 / 16
 Account No.

BUYER’S Bank Information as follows

Bank Name Agricultural Bank of China Ltd., Hong Kong Branch
Bank Address 25/F, Agricultural Bank of China Tower, 50 Connaught
Road Central, Hongkong
Swift Code ABOCHKHH
Account Name GOSYN COMPANY LIMITED
Account No.

7. SAMPLING, ANALYSIS AND WEIGHING

7.1 Sampling and Analysis
7.1.1 Sampling and analysis shall be made in accordance with the latest revision of the standard methods of
analysis for coal under ASTM Standards.
7.1.2 The SELLER shall refer to LEON / CCIC INDONESIA as the independent surveyor at the load port to
conduct the sampling and analysis of the composite coal at the loading of the cargo into a mother vessel
described in Article 4. The costs, charges and expenses of the independent surveyor shall be borne by the
SELLER. LEON / CCIC INDONESIA shall issue a Certificate of Sampling and Analysis at load port
which shall be used to negotiate payment of 100% of the cargo value and shall be final and binding for
both parties unless Article 5.2.1 and 7.3 applies.
7.1.3 The cargo composite sample shall be divided into 5 (five) parts to be distributed as follows:
- 1 (one) sample for shipment analysis (“Loading Port Sample”)
- 1 (one) sample for the SELLER (“Seller Sample”)
- 1 (one) sample at least 10kgs to be delivered in a suitable airtight container properly sealed and
labelled to the Buyer at the Seller’s expense within 2 (two) calendar days of the sample being taken
by the appointed independent surveyor for the BUYER (“Buyer Sample”)
- 1 (one) sample as Umpire Sample to be retained by CCIC for 60 (sixty) days from the Bill of
Lading date (“Umpire Sample”).
- 1 (one) set of lot-by-lot samples (at least 5kg per lot) (“Lot by lot sample”)
7.1.4 The BUYER, at their own cost, shall have the right to depute their representative and/or additional
Independent Surveyor at the loading port to perform pre-shipment analysis, witness the loading
operation of cargo, cargo weight determination and size analysis, and to perform joint sampling with the
appointed Independent Surveyor by SELLER without interrupting the loading operation as per
SELLER's and SELLER’s appointed Independent Surveyor’s operational rules and regulations. The
analysis of the Buyer’s Independent Surveyor will be only for buyer’s reference and shall not affect the
Letter of Credit (“L/C”) payment. In such event, the Seller shall cooperate with such attendance and
observation.
7.2 Weighing
7.2.1 The SELLER shall refer to LEON / CCIC INDONESIA (at Buyer’s option) as the Independent
Surveyor for the draft survey of the vessel to determine the weight of the cargo loaded on to the vessel
which shall be jointly represented by master or his representative for issuing a Certificate of Weight
based on the determination of the weights at load port in accordance with the standard code of practice
which shall be used for determining weight of Bill of Lading. The Certificate of Weight so issued as

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 jointly agreed by the vessel shall be used to negotiate payment of 100% of the cargo value and shall be
final and binding for both parties. The costs, charges and expenses of the independent surveyor shall be
borne by the SELLER.
7.3 Umpire Analysis
7.3.1 IIA shall ensure to keep the “Umpire Sample” clearly sealed and labeled (including without limitation,
“Umpire Sample” and container weight) and kept in air tight containers for 60 days after the date of Bill
of Lading.
7.3.2 If either Party wishes to challenge one or more parameters of the Specifications relating to the
Certificate of Sampling and Analysis, it shall notify the other Party in writing. In such event the Umpire
Sample taken at the Loading Port with respect to the relevant Cargo shall be sent to an independent
laboratory, of international repute, agreed by both Parties for analysis (“Umpire Analysis”). Agreement
on the laboratory shall not be unreasonably delayed. If the results set forth in the Umpire Analysis for
the challenged parameter falls outside the Reproducibility Limits of the Certificate of Sampling and
Analysis, then the Umpire Analysis shall be final and binding. The Losing Party shall pay the costs of
such Umpire Analysis.

8. TITLE AND RISK OF LOSS

8.1 All risks as to the coal shall pass to the BUYER as the coal is placed on board the mother vessel at
loading port, according to the relevant clauses of INCOTERMS 2020.
8.2 Title to the goods shall pass from SELLER to BUYER upon receipt of funds in full for the shipped
Coal against the Letter of Credit.
8.3 BUYER shall be responsible for insuring the cargo as per normal standards.
8.4 The SELLER warrants that the SELLER has good title to the Coal and that the BUYER shall take the
Coal free of all liens, charges, encumbrances and claims.
9. OCEAN TRANSPORTATION & LOADING OF COAL
9.1 Nomination of Vessel
9.1.1 BUYER shall nominate vessel at least 10 days prior to the ETA of the vessel at the load port.
9.1.2 SELLER shall nominate a Geared & Grabbed vessel and the vessel shall be classified as per Lloyds 100
A1 or equivalent and the age of the vessel to be not more than 20 years of age. Vessel to be P&I covered
and to comply with ISM/ISPS code. The nomination will contain following details, including but not
limited to:
 Name and former names (if applicable)
 IMO number
 Year built, flag, class and classification society
 LOA, BEAM, DWT + Draft
 Number of Holds and hatches
 Demurrage/ Dispatch rate
 ETA load port
 Expected cargo intake
 Other relevant information requested or required by Seller for compliance
 Vessel General Arrangement Plan
9.1.3 BUYER has the right to substitute the nominated vessel by latest five (5) days prior to vessel’s ETA at
load port. The new ETA of the substituted vessel shall be within the agreed laycan.
9.1.4 The SELLER will confirm the nominated/ substituted vessel within 24 (twenty-four) hours. In the
absence of any response from the SELLER within 24 hours, vessel shall be deemed to be accepted.
SELLER to provide Shipper’s Declaration including Stowage factor of the cargo for vessel to provide

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 Stowage Plan.
Once the vessel is nominated and accepted by the Buyer and Seller thereafter changes the laycan leading
to any financial implication on Buyer shall be borne by Seller.
9.1.5 The Vessel's owner will appoint the following agency as General Agent in load port:
 Company XXXX
 Phone XXXX
 Mob XXXX
 Dir XXXX
 Email XXXX
 PIC XXXX
9.2 Notice of Arrival
The SELLER shall arrange for the Master/Owner of the vessel to notify the BUYER through the load
port agent of the vessel’s ETA 7/5/3/2 days, 24/12 hours before her arrival at the load port.
9.3 Notice of Readiness
Notice of Readiness (N.O.R) shall be tendered at any time day or night SHINC after the vessel has
arrived at the port of loading, subject to the grant of Free Pratique, provided it is in all respects ready to
load and whether in port or not, whether in berth or not, whether in custom clearance or not, excluding
the “Major Indonesian Holidays”:
i. 2 Days of Idul Fitri,
ii. 1 day of Good Friday,
iii. 1 day of Idul Adha,
iv. 1 day of New Year’s Day
v. 1 day of National/Independence Day
vi. 1 day of Christmas Day
After arrival at the load port, subject to the grant of Free Pratique, Notice of Readiness may be tendered
in writing or by radio any time day, night, Sundays and holidays included whether in port or not,
whether in berth or not, whether customs cleared or not.
If NOR is tendered before the laycan, Laytime shall begin from the commencement of loading or the
first day of the laycan after 12 hours expired, whichever is earlier.
If NOR is tendered on Holiday, Laytime shall commence at 12:00 Noon of the subsequent day after
Notice of Readiness has been tendered.
If NOR is tendered after the laycan, loading shall take place in rotation and laytime shall commence on
actual commencement of loading.
9.4 Cargo Delivery
Title to and all risks of loss or damage to the Goods shall pass from the Seller to the Buyer when the
Goods are loaded on board of vessel at the Port of Shipment in accordance with INCOTERMS 2020.
9.5 Loading Rate
9.5.1 SELLER shall load the cargo in consultation with the Master of the vessel.
9.5.2 The loading rate shall be minimum 8000 (Eight Thousand only) MT PWWD SSHINC major Indonesian
holidays excepted, basis Geared vessel. Major Indonesia Holidays shall mean Independence Day (1
Day), Idul Fitri (2 day), Idul Adha (1 day) Christmas Day (1 Day), New Year Day (1 Day), Good Friday
(1 Day). Unless Used, Actual time used to Count (UU ATUTC)
9.5.3 Agrees to provide sufficient experienced stevedores / shore labor for working / simultaneously so as to
achieve the load rate as mentioned in clause 9.5.2. Any delay caused due to insufficient stevedore / shore
labor then all-time list to be on Seller’s account.
9.6 Laytime to commence only twelve (12) hours after tendering NOR, unless loading sooner commenced.
If loading commences sooner, then Laytime to count from actual time of commencement of loading.

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 Laytime to cease on completion of loading. After completion of loading Seller shall have 12 hours to
complete and deliver the vessel export documents to agents and if agents do not receive the export
documents within 12 hours, then laytime shall start to count again till the time agents receive the export
documents. The SELLER will load and trim the cargo in accordance with the IMSBC code and shall
provide required certificate to master of Buyer’s Vessel before commencement of loading. All time lost
in this respect shall be on SELLER’S account and will be calculated as per demurrage rate agreed
between the owners and charterers of BUYER’S Vessel.
9.7 Time lost by the following causes shall not count as Laytime:
a. Loading interruption due to bad weather such as wind, rain, fog, swell or other natural causes,
unless vessel is on demurrage;
b. Delays due to breakdown of the vessel’s loading equipment(s), ballasting / de-ballasting time, if the
breakdown is occurred due to vessel or master’s error (breakdown due to stevedore’s damage or
error to be counted as laytime);
c. Shifting time due to the vessel’s requirements (shifting time due to Seller’s requirement shall count
as laytime);
d. Restrictions imposed by the Owner, charterer or master of the Vessel shall not count as lay time;
however, any restrictions imposed by the master of the vessel for the safety and stability of the
ship/cargo to be accepted and counted as laytime;
e. Time spent in first opening and/or last closing of hatch covers;
f. Hold inspection by Chief Officer / Surveyor;
g. Time spent in cleaning and inspection of the vessel’s holds;
h. Any action or inaction by the master or crew preventing the loading, provided that such interruption
can be reasonable justified;
i. Time lost due to Force Majeure shall not count as Laytime unless vessel is on demurrage;
j. Time spent in conducting initial, intermediate and final draft survey of the Vessel, if applicable,
prior to or after the loading of the vessel; and
k. Failure of the Vessel to comply with the requirements or regulations of the loading port causing
delay or restriction to loading operations.
Vessel once on demurrage always on demurrage shall apply.
9.8 Where loading is at an anchorage, the SELLER shall appoint and pay a party to provide any fendering
required to the satisfaction of the Master of the Vessel which shall not be unreasonably withheld by
owner and/or master and the SELLER shall guarantee that such fenders shall be in good condition, fit
for purpose and of suitable dimensions for the task. The party providing the fendering shall remain the
responsibility of the SELLER.
9.9 The barges coming alongside the vessel shall have proper and adequate fenders to the satisfaction of
vessels master so as to prevent any contact damages between vessel and barges.
9.10 The coal provided by the Seller should comply with IMSBC code and its latest amendment as per MSC
426(98) for safe loading, stowage and carriage and all applicable laws, regulations and standards from
time to time issued and amended by any relevant government or other statutory body or authority.
9.11 The Buyer and /or the master shall have the right (exercisable at their sole and absolute discretion) to
refuse to accept for loading all or any coal which does not comply with this contract or constitutes any
risk to the safety of the vessel. Time taken for determining the condition of cargo and its compliance as
per IMSBC code, shall be considered as operation time. Time taken for replacement of cargo/ barge shall
be on Seller’s account.
9.12 SELLER shall be responsible for vessel demurrage / dispatch and dead freight, if any. Demurrage
dispatch and dead freight to be settled within 30 days of the BL date.
9.13 Coal shall be loaded on the Vessel and trimmed at SELLER'S expense.

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9.14 Any duties and taxes payable at the Loading Port relating to the shipment, shall be settled and directly
paid for by SELLER. All applicable import duties, levies, dues etc. on the imported material from the
vessel if any at discharge port shall be to BUYER'S account.
9.15 The SELLER to ensure completion of Customs clearance and all other SELLER’S documentation if any,
within twelve (12) hours of free time after completion of loading and shall not be counted as laytime. In
the event of any delay to handover the Pemberitahuan Export barang (PEB/ Export Notice of Goods) to
the Vessel agent, the delayed time shall be counted as laytime and shall be on the account of SELLER.
In the event that the vessel fails to sail for any reason caused by the vessel/ its crew any damage / vessel
agents thereof shall be to the account of the BUYER.
9.16 Dead Freight
Vessel’s master / Buyer / Agents shall intimate the tentative intake seven days prior to ETA (Expected
Time of Arrival), and final stowage plan three days prior to ETA Load Port of performing vessel. In the
event the Seller fails to provide full quantity as per declared by Master amount, the Seller shall pay dead
freight which shall be calculated by multiplying the short quantity by the freight of the nominated to the
Seller.
9.17 Stevedores Damage
9.17.1 Stevedores to be appointed and paid by the SELLER but to work under supervision of Master. Should
any damage be caused to the vessel or her fittings by stevedores, Master has to try to let stevedores
repair the damage and will try to settle the matter directly with them at the first stage at the SELLERs /
stevedores time and cost. If the damage cannot be repaired by the stevedores, Master has to try to obtain
written acknowledgement of the damage and liability from stevedores and Master or agents to notify
SELLER or their agents of such damage within 24 (twenty-four) hours of its occurrence.
SELLER/Stevedores undertake to reimburse for the repairs against the production of repair bills by
dockyard, unless otherwise agreed. Any stevedore damage affecting the ship’s seaworthiness and cargo
worthiness as ascertained by the vessel’s class surveyor to be repaired by the SELLER/Stevedores at
their risk, expense and time prior to proceeding to sailing from the port. Any time lost due to the repair
and survey of the repair of the vessel shall be counted as laytime. Notwithstanding above, SELLER to
remain ultimately responsible for all stevedore damages attributable to the Stevedores appointed by the
SELLER.
10. FORCE MAJEURE
10.1 If either party is prevented for any period of time from performing any obligation in the manner
contemplated at the time the Agreement was entered into by reason of Force Majeure, that party will not
be in breach of contract for as long as the Force Majeure conditions and its resultant effects, if any, shall
exist. The application of this clause shall not affect any rights or obligations, which may have accrued
prior to such Force Majeure, or, if such Force Majeure affects only some obligations, then any other
rights and obligations of the parties shall not be affected. Where such notice is not given within time
required, Force Majeure shall not justify the non-fulfillment of any obligations under this contract. Force
Majeure may be due to natural disasters, acts of war, terrorism, rioting, epidemic, pandemic concern,
strike action, change of government policies; but not limited to the above causes.
10.2 It is clarified that in case loading cannot take place due to Force Majeure event, lay time for that period
during which loading of cargo is affected will not be counted. However, once on demurrage always on
demurrage shall apply.
10.3 It is further clarified and agreed that in the event of any "Force Majeure" condition becoming operative
as aforesaid, as a result of which supply by the SELLER to the BUYER gets affected for any duration in
excess of 60 (sixty) days, and / or as a result of which the SELLER is unable to meet the current demand
of the BUYER when required within 60 (sixty) days of such requirement being intimated by the
BUYER to the SELLER, then and in that event, the BUYER shall be entitled to source its

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 aforementioned requirements from any third party supplier or from spot offers in the market, in which
event the obligation of the BUYER to purchase from the SELLER, the quantities set out in Article 3
hereof, shall stand correspondingly reduced to the extent that the BUYER has sourced its requirements
from any third party during the operation of the said "Force Majeure" conditions.
10.4 If a situation of Force Majeure lasts for more than 60 days, either Party shall have the right to terminate
this Contract and, upon such termination, both Parties shall forthwith and without conditions be relieved
of all further obligations hereunder apart from BUYER’s payment obligation for cargo shipped (if cargo
is delivered).
10.5 In the event that a Force Majeure event occurs or is likely to occur, the party directly affected shall
promptly notify the other party by fax or e-mail and shall also, within 48 (forty-eight) hours from this
occurrence, advise the other party in writing of the particulars of the relevant event with supporting
evidence from government authorized agency. The party so affected shall make its best efforts to remove
the cause of the delay, interruption or failure to perform and resume shipment with the least possible
delay in compliance with its obligations under this Agreement. Upon the removal or resolution of the
cause of delay, interruption or failure, the party so affected shall promptly notify the other party by fax
or e-mail, and in writing within three (3) days, of such removal or resolution and the affected tonnage.

11. TERMINATION
11.1 In the event of either party’s failure to comply with any of the terms and conditions of this Contract or to
perform or observe the obligations imposed on it, either party shall be entitled to terminate this Contract.
The non-performing party shall be responsible for all resulting damages and if these are disputed or
termination, Article 11 shall apply.
11.2 In the event this Agreement is terminated due to the Seller’s failure to deliver the Coal in a timely
manner pursuant to this Agreement, the Buyer shall be entitled to find a substitute seller at reasonable
market price and recover the price difference from the Seller if the substitute seller’s selling price is
higher than the Price in this Agreement and costs incurred arising out of the Buyer’s delay delivery to
the Buyer’s downstream purchasers.
The Buyer has therefore held no obligation to pay the Seller the coal quantity that has not been
delivered, and the Buyer is deemed to have discharged its obligation to the Seller in relation to the
payment that has been paid to the substitute seller.
12. GOVERNING LAW & ARBITRATION
12.1 This Contract and the rights and obligations of the Parties arising therefrom (including any non-
contractual claims/issues arising) shall be governed by and construed in accordance with the provisions
of the Indonesia’s Laws, Rules and Regulations.
12.2 If a dispute arises out of or in connection with this Agreement including any question as to its existence,
validity, interpretation or termination, the Parties agree first to seek an amicable settlement.
12.3 In the event of a dispute not being settled amicably within a period of seven days, either Party may
require by notice to the other that the dispute be referred to and finally resolved by arbitration in
Indonesia under the Arbitration rules of the Indonesia’s International Arbitration Centre, which Rules are
deemed to be incorporated by reference into this Clause. The Tribunal shall consist of sole arbitrator to
be appointed as per Indonesia’s Laws, Rules & Regulations.
12.4 The language to be used in the arbitral proceedings shall be English.
12.5 Notwithstanding anything contained herein a Party shall not be prevented at any time (whether before or
during Arbitration proceedings) from applying for and obtaining such interim, provisional, injunctive,
mandatory or specific relief from a court of appropriate jurisdiction, as may be necessary for the
protection, preservation or enforcement of its rights pursuant to this Agreement.

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12.6 During the pendency of any arbitration the Parties shall continue to perform their respective obligations
hereunder unless the matter is such that the performance cannot be possible continued until the decision
of the arbitrator is obtained.
13. TAXES AND TARIFFS
Any taxes, tariffs and duties whether existing or new on the Coal or on commercial documents relating
thereto or on the cargo itself, imposed in the country of origin shall be borne by the SELLER.
Any taxes, tariffs and duties whether existing or new on the Coal or on commercial documents relating
thereto or on the cargo itself, imposed in the country of discharge and/or importing country shall be
borne by the BUYER.
14. LICENCES
BUYER undertakes that all necessary import licenses and all other authorizations required for the Coal
have been obtained (and/or will be obtained) for the entire quantity covered by this contract. BUYER
furthermore guarantees that such licenses shall remain in force for the full life of the contract.
No failure by BUYER to comply with this clause shall: amount to frustration, constitute a force majeure
event; or otherwise constitute justification for the non-performance by BUYER of any obligations (or
part thereof) under this contract.
SELLER undertakes that all necessary export licenses and all other authorizations required for the Coal
have been obtained (and/or will be obtained) for the entire quantity covered by this contract. SELLER
furthermore guarantees that such licenses shall remain in force for the full life of the contract.
No failure by SELLER to comply with this clause shall: amount to frustration, constitute a force majeure
event; or otherwise constitute justification for the non-performance by SELLER of any obligations (or
part thereof) under this contract.
15. ASSIGNMENT
This Agreement shall ensure to the benefit of and be binding upon the successors of SELLER and
BUYER, but this Agreement shall not be assigned or transferred by SELLER or BUYER in whole or in
part, either voluntarily or not, without the written consents of the other party being first obtained.
16. LIMITED WARRANTY
SELLER gives no guarantee, conditions, warranties or representations, express or implied (whether by
statute or otherwise), in relation to the quality, merchantability, fitness or suitability of the product for
any particular purpose or otherwise, which extend beyond the description of the goods and any
specifications contained in this contract and any such guarantees, conditions, warranties or
representations which would otherwise be implied by statute are hereby excluded.
17. LIMITATION OF LIABILITY
Neither SELLER nor BUYER shall be liable, whether in contract or in tort or otherwise, for indirect,
consequential or special damages or losses of whatsoever nature, however caused.
18. MISCELLANEOUS
18.1 Notices
Any notice given by one party to the other shall be sent by fax, email or registered mail. Any notice sent
by registered mail shall be deemed duly received by the 7th day following deposit in the mails, by
airmail, postage prepaid, and properly addressed as follows:
18.1.1 If notice is to SELLER, to:
Name PT.
Address JL. – INDONESIA,
Phone +62…………………
Fax
Email ……………………..
18.1.2 If notice is to the BUYER to:

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 Name GOSYN COMPANY LIMITED
Address Unit 13, 10 Floor, Delta House, 3 On Yiu Street, NT, Hong Kong
Phone +…………
Fax +……………..
Email ………………..
Either party may change its address by giving notice of such effect to the other party.
18.2 No Waiver
Except as herein otherwise specifically provided, the failure of either party to insist on strict
performance of any provisions of the Agreement, or to take advantage of any right hereunder, shall not
be construed as a waiver of such provisions or right of subsequent performance thereof.
18.3 Captions: The captions to Clauses hereof are for convenience only and shall not be considered in
construing this Agreement.
18.4 Amendments: The Agreement cannot be changed except by written instrument duly signed by legally
authorized representatives of both parties.
18.5 Severability: The invalidity, illegality or unenforceability of any one or more of the provisions of this
contract shall in no way affect or impair the validity and enforceability of the other provisions of this
contract.
18.6 Confidentiality: The existence of the terms of this contract shall be held confidential by the parties save
to the extent that such disclosure is made to a party’s banks, accountants, auditors, legal or other
professional advisors, or may be required by law, a competent court or a liquidator or administrator of a
party, or the other party has consented in writing to such disclosure.
18.7 Seller represents and warrants that it will comply with all applicable export controls, sanctions, import
restrictions or other trade restrictions arising under the laws of any jurisdictions with respect to the
performance of the Contract. Further, Seller represents and warrants that it has never transported or
transports, or has used or uses, materials in any manner that has violated or violates (or would cause any
member of the Seller to be in violation of) export controls, sanctions or other trade restrictions. Buyer
shall not be obligated to fulfill this Contract if such fulfillment is prevented by any impediments arising
out of national or international foreign trade or customs requirements or any embargoes or other
sanctions.
`18.8 The parties to this Agreement each agree and undertake to the other that in connection with this
Agreement, they will each respectively comply with and act in a manner consistent with all applicable
laws, rules, regulations, decrees and/or official government orders of the governments of the United
Kingdom, European Union, United States of America, Singapore or other jurisdiction applicable to the
parties relating to anti-bribery and anti-money laundering. If one party reasonably believes that the other
party is in breach of any of its obligations under this clause, the non-breaching party may terminate the
Agreement forthwith upon written notice (supported by reasonable evidence) to the other party without
prejudice to the non-breaching party's rights under this Agreement or generally.
18.9 Entire Agreement: This instrument contains the entire agreement between the parties in relation to the
sale and purchase of coal hereby agreed to be sold and purchased and supersedes all prior negotiations,
understandings and contract, whether written or oral, in relation to that Product. This agreement will
come into effect from since date of signing until both parties fulfill all of their obligations under this
agreement.
IN WITNESS WHEREOF all parties have requested their authorized representatives to execute this
Agreement.

SELLER: BUYER:

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PT. GOSYN COMPANY LIMITED

Authorized Signature: Authorized Signature: _____________

Designation: Director Designation: _____________
Date: January ………, 2024 Date: January ………., 2024

CO SELLER / LC BENEFICIARY: CO-BUYER:

PT. TAMBANG JAYA GEMILANG GROUP

Authorized Signature: ……………………… Authorized Signature:

Designation: Director Designation: Chairman
Date: January ………, 2024 Date: January ____, 202

- - - - - - - - - - - (END OF CONTRACT) - - - - - - - - - - -

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