SALE & PURCHASE CONTRACT

CONTRACT FOR THE SALE AND PURCHASE OF

INDONESIAN STEAM (NON-COOKING) COAL
Contract No.: ___________-

Between

PT BORNEO TAMBANG BERSAMA

(Seller)

With

PT. ......................................................

(Buyer)

This contract for Sale and Purchase of Indonesian Thermal/Steam Coal in bulk made and entered
of date 09 November 2015 by and between:

SELLER Name : Daniel Rudy Trisnawan

Address : Imperium Tower 7th – 20th floor
Jl.HR. Rasuna Said-Kuningan Kav-1. Jakarta Selatan
Tel : (+6221) 8371438
Fax : .(+6221) 8317439
Hand Phone : +6281225435403
Represented by : Head Office
Email : rudy@borneotambang.com
hereinafter referred to as Seller

AND
BUYER Name : Mr. Hui Wai Wing
Address :
Tel :
Fax :
Represented by :
Email :
hereinafter referred to as Buyer

WHEREAS Seller agrees to sell and deliver and Buyer agrees to purchase, accept delivery of and
pay for coal on the terms and conditions set out in this Agreement.
NOW THIS AGREEMENT WITHNESSETH AS FOLLOWS:

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DEFINITIONS:
In this agreement unless the context other wise requires:
i. “ADB” means Air Dried Basis.
ii. “AR” means as Received Basis.
iii. “NAR” means as Net Air Received.
iv. “ASTM” means the standards prescribed by the American Society for Testing and
Materials.
v. “Business Day” means the period between the hours of 8am to 4pm on a day other than
Saturday, Sunday or any public holidays.
vi. “Demurrage” means a charge payable in the event the Seller in unable to complete
loading the Mother Vessel within Laytime.
vii. “Despatch” means the charge payable in the event Seller completes loading the ship
before the end of Laytime.
viii. “Kcal/Kg” means kilocalories of energy per kilogram of coal.
ix. “USD”, means the currency of the United States of America.
x. “Tonne”, “Tons”, “Tonnes”, “MT”, means a metric tonne of 1000 kilograms
xi. “GVC” means the gross colorific value of the Coal.
xii. “FOBT” means loaded Free on Board the Mother Vessel and Trimmed.
xiii. A fraction of a cent in any calculation shall be rounded up to the nearest cent if such
fraction is one half of a cent or more, and shall be rounded down when otherwise.
xiv. “Pratique” means permission to do business at a port by a ship that has complied with all
applicable local health regulations.

ARTICLE 1 – COMMODITY/MATERIAL

Coal deliverable hereunder shall be Indonesia Steam (Non-Coking) Coal in Bulk Gross
Calorific Value ADB 6300 – 6100 Kcal/Kg from South Kalimantan, Indonesia.

ARTICLE 2 – QUANTITY3

Seller shall deliver and Buyer shall purchase FOBT Barge, each consisting of 35,000 MT ± 10%
Coal per month. The total duration for this contract should be for 1 year. The final loadable
quantity will be decided by the Master of the performing vessel and communicated directly by the
Master of the performing vessel to the Seller via the vessel’s agent in Indonesia.

ARTICLE 3 – PRICE

USD 55 per Metric Ton FOBT (Barge) at Taboneo Anchorage in South Kalimantan,
Indonesia, basis GCV (ADB) 6.300 Kcal/kg.

ARTICLE 4 – SHIPMENT DATES

The shipment shall be within the month of November 2015.

ARTICLE 5 – QUALITY DETERMINATION

The quality of coal be supplied hereunder shall be with the following typical specifications,
determined and analyzed as per ASTM standard by independent surveyors, mutually agreed by
both parties. All percentage specifications refer to percentage by weight.

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Parameter Typical Penalty 1.5x Bonus

Total Moisture (ARB) 16 % Above 18 % -
Inherent Moisture (ADB) 10 %
Ash (ADB) 15 % -
Volatile Matters (ADB) 40% – 45%
Fixed Carbon (ADB) By Difference
Sulfur (ADB) 1%
Gross Calorific Value (ADB) 6.300 Below 6.100 Above
6.300 up to
6.400
HGI 45 Max
Size 0 - 50 mm 90% min

Seller shall appoint PT. Sucofindo or an independent surveyor, mutually agreed by both parties to
carry out the sampling and analysis of the sample of the material shipped at the loading port
which shall final and binding on both parties. The samples shall be drawn by the surveyor on
board the vessel at the time of loading of the cargo on the mother vessel.

5.2 The method of sampling and analysis shall be determined according to the ASTM
standard.

5.3 The costs of inspections for sampling and analysis of the parameters listed in Article 5.1
shall be borne by the Seller.

5.4 The consignment should be accompanied by certificate of sampling and analysis as per
ASTM standard.

5.5 At least 10 days prior to the 1 st day of the load port laycan, Buyer has the option to
appoint an independent inspections agency of his choice, to carry out a pre-shipment
stockpile analysis of coal at each jetty from which the barge loading will be carried out.
The inspections agency would report the total quantity available for loading, the quality
of coal available for loading and also indicate that the cargo is being held in ownership
by the seller. Nominations of vessel would be subject to readiness of at least 80% of the
full shipment size and upon satisfactory reporting by the inspections agency on their pre-
shipment inspections/analysis. All costs for this pre-shipment analysis would be borne by
the Buyer.
Subject to such result ( which shall be provided and submitted to Seller as a fair solution
on whatever result ) of the mentioned pre-shipment analysis, the Buyer shall stated of his
certifaction or rejection of the prepared cargo.

5.6 Buyer has the option to appoint an independent inspection agency of his choice as a
witness to carry out sampling and analysis at the time of loading.

5.7 One set of raw samples drawn by the surveyors on board the vessel would be duly sealed and
signed by the surveyors and handed over to the witnessing agency before leaving the
mother vessel. If requires, this sample would be used as the umpire sample, in case of
any variation between the quality determined by the Seller appointed surveyor and the
Buyer appointed inspection agency.

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ARTICLE 6 – QUANTITY DETERMINATION

6.1 Seller shall appoint PT. Sucofindo or an independent surveyor, mutually agreed by both
parties to determine the weight of cargo loaded onto the vessel and issue a certification of
weight, which shall be final and binding on both parties.

6.2 The certified weight shall be determined by draft survey of the carrying vessel at the
Loading Port utilizing the vessel’s immersion scale of weight.

6.3 A fraction of a ton shall be rounded up if such fraction is not less than one half of one
ton, and shall be rounded down otherwise.

6.4 Such quantity as certified by PT. Sucofindo or an independent surveyors, mutually

agreed by both parties shall be the basis for determination of the amount payable by
Buyer to Seller for the shipment.

6.5 The cost of such draft survey described in this Article 6 shall be borne by Seller.

ARTICLE 7 – PRICE AND QUANTITY ADJUSTMENT

In the event the quality of coal supplied as determined by the independent surveyors, mutually
agreed by both parties vary from the specifications set out in Article 5, then adjustment to the
invoice shall be made in accordance with the following provisions.

7.1 GCV (ADB)

If the actual GCV (ADB) supplied exceeds or below 6.300 Kcal/Kg, then FOBT Price
shall be derived basis the following formula.
Actual GCV
Adjusted FOBT Price = Based Price X ( ADB)
6.300

If the Calorific Value at the loading port is lower than GCV 6,300 Kcal/kg, the
Penalty will be 1.5 x.

If the Total Moisture (ARB) at loading port exceed 16%, the quantity will be deducted
from B/L Weight according to the following formula :

Adjusted Weight = B/L Weight X (Actual TM% – Guaranteed TM)

100%

If the total moisture at the loading point is above 18%, penalty will be 1.5 x

ARTICLE 8 – PAYMENT AND DOCUMENTATION

8.1 PAYMENT TERMS:

Cash FOB Barge by SKBDN

8.2 DOCUMENTATION REQUIRED:

a. Seller’s signed and stamped Commercial Invoice in one (1) original plus two (2) copies
with the price calculated in accordance to Articles 5, 6 & 7.
b. Full (3/3) Set of “Clean on Board” charter party bill of lading consigned to order, notify
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applicant, marked freight payable as per charter party.

In the event the Seller failed to get and have the B/L on time due to the disputes among
the Buyer and or Charterer and or Agent and or Vessel Owner and or other third parties
not related to the Seller, Buyer has to issued a Buyer’s Certificate/Statement certifying
that Buyer agreed, accepted and allowed the requirement of the B/L for SKBDN
negotiation can be replaced by Buyer’s Certificate/Statement without any objection.
Such Buyer’s Certificate/ Statement shall be issued and submitted to Seller prior
departure of the mother vessel. And shall be returned to the Buyer once the B/L has
been surrendered to Seller. ( In order to counter below item of g and 8.7 )
c. Certificate of Sampling & Analysis in one (1) original plus two (2) copies issued by
surveyor in accordance with Article 5.
d. Certificate of Weight in one (1) original plus two (2) copies issued by surveyor in
accordance with Article 6.
e. Certificate of Origin in one (1) original plus two (2) copies issued by Indonesia
Chamber of Commerce or equivalent Government Authority.
f. Statement of Draft in one (1) original plus one (1) copy issued in accordance with
Article 6.
g. An Undertaking stating that copy of one (1) set of Negotiable Shipping document has
been sent by the Seller to the Buyer by fax for Custom and port clearance within seven
(7) days from date of sailing of the vessel, failing which, seller shall be responsible for
any delay, demurrage and consequential losses.

8.3 Charter party Bill of Lading is allowed.

8.4 Third party documents, except Commercial Invoice and Draft, are acceptable.

8.5 On the basis of 8,000 MT per shipment, to allow 10% more or less in both quantity and
amount, and permit over/under drawing due to adjustments to quality and/or quantity.
Partial Reimbursement is not allowed.

8.6 In the absence of the original bills of lading, Buyer or the receiver of the cargo shall be
allowed to discharge the cargo on the basis of the Buyer’s or the receiver’s LOI. The
owner or charterer of the vessel shall not be held responsible for delivery of the goods by
seller or shipper.

ARTICLE 9 - VESSEL NOMINATION, LOADING TERMS AND DEMURRAGE /

DESPATCH SETTLEMENT

9.1 The Coal shall be delivered to Buyer Free on Board the Mother Vessel and
trimmed at the loading port.

9.2 Buyer shall nominate the vessel at least fourteen (14) days prior to her ETA at the loading
anchorage.

9.3 Seller shall present barging schedule to the Buyer at least ten (10) days prior to vessel ETA
at the loading anchorage.

9.4 Coal shall be loaded to buyer’s nominated vessel at the rate of 8,000 MT PWWD SHINC
provided the nominated vessel is equipped with minimum 4 x 25 T cranes each fitted with
minimum 8 cbm grabs. In case of any breakdown occurring with either gear or grabs, the
load rate shall prorate on number of cranes and grabs working during such occurrence.

9.5 Lay time shall commence 12 hours after tendering of NOR, unless loading is commenced
sooner in which case time actually used for loading shall count as lay time WIPON,
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WCCON, WIFPON. In the event the seller is unable to load the cargo upon vessel’s arrival
and tender the NOR as above, Seller will be liable for all consequential losses including
demurrage, etc.

9.6 In case the Seller is unable to load the full quantity as demanded by the Master of the
vessel, Seller shall be liable for dead freight for the quantity short loaded. Such dead
freight, if any, shall be adjusted through the Cash payment and deducted from the invoice
value.

9.7 Stevedoring Damage – Stevedores at the loading point although appointed by the Seller
shall be under the direction and control of the master of the loading vessel. The master is to
notify the stevedores of damage caused by stevedores, if any, in writing within 24 (twenty-
four) hours after occurrence otherwise the stevedores shall not be held liable. Such
notified damage is to be settled directly between the vessel owner and the stevedores
without liability to the Buyer and Seller, but the Seller shall make best endeavour to assist
Owners to settle the stevedoring damages
9.8 Demurrage/Dispatch rates to be as per relavant charter party which will be mutually agreed
by both parties, in which Buyer shall inform Seller thru the copy of the Fixture Note /
Charter Party made out between the Owner and the Buyer of the Demurrage rate before
ETA of Vessel. Dispatch is half of demurrage rate. The Seller shall be liable to pay to the
Buyer all Demurrage in respect of time required to load the vessel in excess of Laytime at
the rate of the relevant charter party per day (pro-rata) for all time in excess of Laytime.
The Buyer shall be liable to pay to Seller Dispatch in respect of time of Laytime saved in
loading the Vessel at the rate of the relevant charter party per day (pro-rata) for Laytime
saved. The Seller or buyer (as the case may be) shall notify the other Party by facsimile of
amount of Demurrage or Dispatch due at the completion of loading of each shipment.

9.9 Demurrage and dispatch money, under this Agreement shall be settled directly between
Buyer and Seller through the TT by separate Debit Notes / Credit Notes, after completion
of loading and issuance of the Statement of Facts. Once the vessel is on demurrage, the
time on demurrage will not be subject to any Laytime exception, and all time to count for
calculation of demurrage. Demurrage/dispatch calculation shall be made on the basis of
‘Statement of Fact’ signed by the Master/Seller’s agent at loading point. The Seller or the
Buyer (as the case may be) shall pay the other Party the Demurrage charge or Dispatch
bonus at the Loading Port within 15 (fifteen) days after completion of loading.

9.10 Notice of Readiness :

Notice of readiness shall be tendered at the nominated loading port/anchorage anytime day
or night, Sunday or Holiday included (ATDN SHINC). NOR shall be tendered by the
master or the vessel’s agents or by Charterers by telex/fax/email. NOR is deemed accepted
as soon as tendered in accordance with the contract. Master may tender NOR from place of
stoppage assigned by the Harbor Master by wire or written notice.

9.11 Buyer shall give notice to Seller 7/5/3/2/1 day(s) prior to the expected time of arrival of the
nominated vessel at the Anchorage Loading Point.

9.12 Any time lost in waiting for completion of Seller’s export formalities will be for the
Seller’s account.

9.13 The buyer reserves the right to nominate the performing vessel after they have received a
certificate from an independent surveyor of their choice, certifying at least 80% of the
cargo is ready at the jetty(ies), quality is as per contract and that the cargo is being held in
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ownership by the seller. Cost of such certification if any shall be for Buyer’s account.

9.14 Seller’s has the right and shall appoint the cargo Agent for the nominated mother vessel
and guarantee one (1) safe anchorage one (1) safe port where the vessel shall always be
afloat Seller also guarantee suitable draft at anchorage point for the vessel and for loading
the contracted quantity.
The Cargo agent at load port always to be for Vessel owner’s account and responsible.

9.15 The loading of the vessel shall commence within 2 days of the vessel’s arrival
at the load port, otherwise the Buyer shall have the right to move the vessel from
the load port and the PB shall be forfeited. The cost of diverting the vessel shall
be borne by the Seller.

9.16 The loading shall be completed within 7 days of the vessel’s arrival at the load
port, otherwise the Buyer shall have the right to sail the vessel and claim all
damages including demurrage and dead freight from the Seller.

9. 17 If the Vessel has no cranes and grabs, all costs of renting cranes and grabs should be
borned by Buyer and delays in loading are not the responsibility of the seller.

9.18 In the event the said and nominated vessel is late arrive at load point, all damages and
expenses occurred at Seller’s side duly waiting the arriving will be for the Buyer
responsible and account.
In the event the said and nominated vessel arrived at load point more than seven
(7) calender days or not arrive at all, the Seller has the right to cancel and sell the
ready cargo at whatever condition and terms to the other parties, and all the damages
and expenses and looses shall be for the Buyer responsible and account without
disputes.Such payment for the Seller damages and looses allowed, agreed, accepted and
payable and negotiate thru Buyer’s L/C by the Seller’s Single Bank Darft
enclosing the description and break down of such claim of damages and looses.

ARTICLE 10 – TITLE, RISK AND LIABILITY

10.1 Title with respect to shipment shall pass on to Buyer when Seller has received whatever
payment is due to him after adjustment for quality, quantity shortage, dead freight,
demurrage, stevedoring damages, if any, etc, for each shipment.

10.2 Risk with respect to shipment shall pass to the Buyer when the material passes the ship’s
rail at the loading port/anchorage.

ARTICLE 11 – TAX AND DUTIES

All taxes, duties, levies, dues, etc, of the loaded onto the vessel if any, at the loading port to be
paid by seller.

ARTICLE 12 – BUYER’S OBSERVATION

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Buyer at his own expense shall reserve the right at any time to observe or appoint an
observer/representative/third party international inspection agency during mining and stockpiling
of the coal for the shipment, sampling and analysis, loading and weighting at the
stockpile/jetty/loading port/anchorage for which Seller will extend all necessary cooperation.

ARTICLE 13 – INSURANCE

Buyer shall at his or her own expense, arrange for suitable marine insurance cover for the goods
shipped by Seller.

ARTICLE 14 – LIMITATION ON ASSIGNMENT

Neither party may assign the whole or any part of its rights or obligation under this contract to a
third party without the prior consent in writing of the other party.

ARTICLE 15 – FORCE MAJEURE

Either party shall be relieved of its obligations and responsibilities under this contract, if the
performance of this Contract is wholly or partially prevented and /or delayed by act of God and
any other causes beyond the control of either party such as Fire, War and Flood. Either [arty shall
promptly give notice to the other party of any force, majeure event effecting its obligations under
this contract along with documentary evidence and certified by certification of the same from the
respective Chamber of Commerce. If such notice is given, the obligations and responsibilities of
the party giving such notice as well as the corresponding obligations and responsibilities of the
other party shall be relieved to the extent made necessary by and during the continuance of force
majeure.

In the event that a delay, interruption or failure occurs or is likely to occur, the party directly
affected shall promptly notify the other party by cable pr telex, and shall also within ten (10) day
thereafter notify the other party in writing of particulars of the relevant event and supporting
evidence as well as certification from the respective Chamber of Commerce.

The party so affected shall make its best efforts to remove the cause of delay in compliance with
its obligations under this Agreement. Upon the removal the cause of delay, interruption of failure,
the arty so affected shall notify the other party by cable pr telex, and writing within ten (10) day
thereafter, of such removal or resolution. Contacting party obligation to perform the contract
shall continue to remain in force as soon as the force majeure condition cases.

ARTICLE 16 – LIABILITY

The liability of a party in respect of any claim brought by the other party based on failure of the
first party to fulfill its obligations under Agreement shall be limited in any event to liability for
loss suffered by the party aggrieved, excluding loss of profit and anticipated profit and all indirect
or consequential loss or damage to the party aggrieved.

ARTICLE 17 – NO WAIVER

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No waiver by either of any provision of this Contract shall be binding unless made expressly and
expressly confirmed in writing. Further, any such waiver shall relate only to such matter, non-
compliance or breach as it expressly relates to and shall not apply to any subsequent or other
matter, non-compliance or breach.

ARTICLE 18 – APPLICABLE LAW

This agreement shall be governed by and construed in accordance with English Law and each of
the parties hereby submits to the exclusive jurisdiction of the courts of Indonesi

ARTICLE 19 – CONFIDENTIALITY

This agreement is confidential and shall not be disclosed except to appropriate governmental
Entities unless otherwise.

ARTICLE 20 – ENTIRE AGREEMENT

This contract contains the entire agreement between Buyer and Seller in relation to the sales
purchase of coal and supersedes all prior negotiation, understandings and agreements whether
written or oral in relation to the contract.

ARTICLE 21 – AGENCY

The Seller and the Buyer, respectively, may appoint an agent to perform all or any part of their
obligations hereunder. A party that appoints an agent(s) to perform such obligations shall, as soon
as is reasonably practicable, notify the other Party in writing specifying the name and contact
details of the agent(s).

In such event, the Party who has appointed an agent shall be directly and unconditionally
responsible to the other Party in all respect as to the acts their agent performed within the scope
or agency created.

ARTICLE 22 – BANKING INFORMATION

Seller:

Operation bank
Bank address
Location
SWIFT CODE
Account Name
Account Number
Bank officer
Bank Telephone
Bank Fax

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Buyer:
Operation bank
Bank address
Location
SWIFT CODE
Account Name
Account Number
Bank officer
Bank Telephone
Bank Fax

ARTICLE 24 – OTHERS

Both Parties agree that each party may appoint legal representatives from both sides to sign the
documents in accordance to the operation in the field.
Grammatical mistakes, typing errors, if any, shall not be regarded as contradiction.

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

For and on behalf of : For and on behalf of

_______________________ ____________________

THE SELLER: THE BUYER:

PT. Borneo Tambang Bersama PT.

Daniel Rudy Trisniawan Mr. .Hui Wai Wing

Preside Director Preside Director

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