COAL SALE AND PURCHASE CONTRACT

Contract No.: GCPL/IC/2023/G01

This Agreement is made on this day Thursday, July 20, 2023 by and between:

Bara Semesta Indonesia. PT , a company registered according to the laws of Indonesia and having
its registered office at Griya Mukti Sejahtera No. 23 RT. 50, Kota Samarinda, Prop. Kalimantan Timur
(hereinafter referred to as the “Seller”)

and

Godavari Commodities PTE. Ltd., a company registered under the laws of Singapore and having its
registered office at I Scotts Road, # 24-10 Shaw Centre, Singapore – 228208. (hereinafter referred
to as the “Buyer”)

The Seller agreed to sell and deliver the Steam Coal from Indonesia and the Buyer agreed to
purchase and accept such Steam Coal under the terms and conditions set out below:

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

“ADB” or “Air Dried Basis” means coal analytic data calculated without the moisture condition of
sample as it is loaded into the Vessel and after any processing or conditioning as stipulated in
ASTM/ISO STANDARDS AT BUYER’S OPTION methods;

“ARB” or “As Received Basis” means coal analytic data calculated to the moisture condition of
sample as it is loaded into the Vessel and before any processing or conditioning as stipulated in
ASTM/ISO STANDARDS AT BUYER’S OPTION methods;

“ASTM” means American Standard Testing and Materials;

“ISO” means International Organization of Standardization

"Coal” means the single coal mined and produced from coal concession;

"Consent" means any approval, consent, authorization, or other requirement that is required from
any Governmental Instrumentalities in Indonesia and Singapore;

"Business Day(s)" means any day or days, other than a Saturday or Sunday or any other day on
which banking institutions in India, Indonesia, the United Arab Emirates and China are closed;

"Calendar Year" means a period of twelve (12) consecutive calendar months commencing on
January 1 and ending on December 31;

"Demurrage" means the money payable by the Seller to the Buyer for delay for which Buyer is not
responsible in loading after the Laytime has expired pursuant to the relevant terms and conditions
of this Agreement;

"Despatch" means the money payable by the Buyer to the Seller if the Vessel completes loading
before the Laytime has expired pursuant to the relevant terms and conditions of this Agreement;

"FOBT" means Free on Board and trimmed as defined in INCOTERMS 2020 and trimmed.
“Independent Inspection Company” means a internationally qualified independent laboratory,
appointed by the buyer to perform sampling and analysis of the Coal in accordance with the terms
and conditions of this Agreement for which cost will be borne by buyer;

"Kcal" means kilocalorie(s) as defined in the "International System of Units";

"Kg" means kilogram(s) as defined in the "International System of Units";

“mm" means millimeter(s) as defined in the "International System of Units";

"Laytime" means the time available for loading a Vessel’s cargo without incurring Demurrage
pursuant to this Agreement;

“Layday(s)” means Laytime calculated in the number of days;

“Laycan” means a specified period of time within which a Vessel must arrive at the Loading Port
and be ready in all respects for loading;

“Loading Port” means the port at which the Coal is to be loaded at Muara Berau Anchorage, East
Kalimantan, Indonesia.

"Legal Requirement" means all laws, statutes, orders, decrees, injunction, licenses, permits,
approvals, agreements, and regulations of Indonesia and Singapore.

“Mine" means the coal mine operated by PT. RENCANA MULIA BARATAMA in Indonesia;

“Notice of Readiness” means written notice that shall be sent by the owner or the master of the
Vessel to the Seller as soon as the Vessel is ready to start loading a shipment;

“Person” means any individual, corporation (including a business trust), partnership, limited liability
company, association, joint stock company, trust, unincorporated organization, joint venture,
government authority or other legally recognized entity of whatever nature.

"Pratique" means permission to do business at a port by a ship that has complied with all applicable
government regulations;

"Quarter" means a period of three (3) consecutive calendar months, the first Quarter starting from
and including January 1, the second Quarter starting from and including April 1, the third Quarter
starting from and including July 1, and the fourth Quarter starting from October 1;

“Standard Quality Specifications” means the quality characteristics for the Coal as specified in
Article 4.1 of this Agreement;

“Transhipment” means shipment of coal from jetty to vessel’s anchorage at loading port by
barge(s).

“Tonne(s)" or "MT" means metric ton(s) as defined in the "International System of Units";

“Trimmed” means having completed any and all work of trimming by manpower, spouts, or any
such trimmers as may be available at the Loading Port;

“Unload Point" or “Unloading Port" means the port at which the Coal is to be unloaded in port in
India.

"US dollars" or "US$" means the currency of the United States of America;

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“Vessel(s)” means an ocean-going vessel notified by the Buyer to the Seller as being the vessel
designated to take delivery from the Loading Port of the Coal sold by the Seller to the Buyer under
this Agreement; and

"Weather Working Day(s)" or “WWD” means a working day in which it is possible to load or unload
a ship with the Coal without the interference of weather.

1.2. All terms defined in this Agreement shall have the defined meanings when used in any notice,
certificate, report or other document made or delivered pursuant to or in connection with
this Agreement, unless the context otherwise requires.

1.3. Reference to Articles is reference to Articles of this Agreement.

1.4. The headings and subheadings of this Agreement are for reference purposes only and are to
be given no effect in the construction or interpretation of this Agreement.

1.5. Unless the context otherwise requires, the singular shall include the plural and vice versa and
any word or words herein defined in the singular shall have a corresponding meaning if used
in the plural and vice versa.

1.6. All payments required to be made under this Agreement shall be in United States Dollars.

1.7. Reference to ASTM/ISO STANDARDS AT BUYER’S OPTION standard shall, unless otherwise
agreed by the Parties, be reference to such standards as amended from time to time.

ARTICLE 2 AGREEMENT TO SELL AND PURCHASE

2.1. Sales and Purchase Obligation – Subject to mine/ jetty visit by the Buyer.

The Seller has agreed to sell to the Buyer and the Buyer has agreed to purchase from the Seller
the quantity of the Coal as provided for under Article 3.1 at the Base Price as defined in Article
6.1. and adjusted in accordance with Article 6.2. hereof.

2.2. The agreed Laycan at the Loading Port: 18-28 July 2023, in case of any changes to be decided
mutually.

2.3. Source of Coal

Commodity name: STEAM (NON-COOKING) COAL IN BULK OF INDONESIAN ORIGIN

2.4. Termination
In the event of a termination of this Agreement by the Buyer for the reasons caused by the
Seller’s gross negligence or willful misconduct, the Buyer shall retain the full Performance
Bond (PB) and contract will be terminated.

ARTICLE 3 QUANTITY AND SHIPMENT

3.1. Quantity
The quantity of the Coal to be delivered by the Seller under this Agreement shall be
55,000MT (+/-10%) at Vessels option FOB Mother Vessel. Tolerance quantity plus / minus
10% at Buyer’s option.

3.2. Loading Port shall be Muara Berau, anchorage at East Kalimantan, Indonesia.

3.3 Destination will be any Indian port. (s)

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ARTICLE 4 QUALITY AND SPECIFICATIONS

4.1. Standard Quality Specifications

a. The delivery of the Coal supplied or to be supplied under this Agreement shall be of
merchantable quality, and delivered as far as reasonably practicable clean and free of all
debris and other foreign objects. The delivery of the Coal shall have the Standard Quality
Specifications as appearing in the table below as determined by the quality (ISO/ASTM
standards at Buyer’s option) and quantity inspection procedures as provided for in Article 6
hereunder.

b. Quality parameters

Parameters Typical Rejection

Total Moisture (ARB) 41% Above 42%
Inherent Moisture (ADB) 13% approx No Rejection
Ash (ADB) 6% Above 8%
Volatile Matter (ADB) 43% approx No Rejection
Fixed Carbon (ARB) 40% No Rejection
Total Sulphur (ADB) Less than 1% Above 1%
Gross Calorific Value (ARB) 3600 - 3400 Kcal/kg Below 3400 Kcal/kg
HGI 55 Approx No Rejection
Size 5 – 50 mm 85 % No Rejection
Size 0-5 mm 15 % No Rejection

c. The buyer shall appoint an Internationally renowned third party agency to be decided
mutually by the Buyer & Seller (hereinafter is referred to as “Independent Surveyor”) to
carry out the sampling, analysis of the material shipped at the Loading Port, which shall be
final and binding on both parties except for fraud and/or manifest error.
d. The method of sampling and analysis shall be determined according to ASTM/ISO
STANDARDS.
e. The cost of inspection for sampling and analysis described in this Article 4.1 shall be borne
by the Buyer.
f. The Coal shall be of uniform quality and shall be not sticky and shall be free of extraneous
material affecting Coal quality including, but not limited to, mining debris, bone, slate,
scrapped iron, steel, petroleum coke, earth, rock, pyrite, wood or blasting wire, and shall be
fully suited for bulk sea transport and discharging.
g. In case the Seller fails to load the cargo in free flowing condition what provokes damage of
equipment at discharge port, such cost will be on Seller’s account. Such fact has to be
certified by international independent laboratory with photos and expert conclusion about
the reason provoking the damage. Photos shall be issued in the period of discharge of goods
at the Discharging port.
h. Claim for the discharging port equipment damage shall be provided to the Seller before the
departure of the carrying vessel from the discharging port. The scan copy of the claim with
attachment of photos sent from the Buyer’s authorized email to the Seller’s authorized
email is sufficient as a proper presentation of the claim.
i. Such cost will be on the Seller’s account subject to the Buyer’s claim presented on time and
properly documented. The Seller shall consider the claim for payment on immediate basis.

5. DELIVERY TERMS:
All rights and obligations of the Parties shall be as per FOBT terms of the Incoterms 2020 (the latest
edition respectively the date of signing this Contract by both Parties as stated above on the first

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page herein) which shall apply hereto in so far as FOB terms of INCOTERMS  2020 are not in a
conflict with the provisions of this Contract.

ARTICLE 6 DETERMINATION OF QUANTITY AND QUALITY

6.1. The quantity of the Coal in the shipment shall be determined at the Loading Port (loading
anchorage) by the Independent Inspection Company, appointed by the buyer, by survey of
the Vessel's draft and utilizing Vessel immersion scale weights. (A fraction of a Tonne shall be
rounded up to the nearest Tonne if such fraction is not less than one half of one Tonne, and
shall be rounded down otherwise.) The quantity specified by such company shall be the basis
for the determination of the Base Price payable by the Buyer for the shipment of Coal, save
for fraud or manifest error. However, certificate of weight shall be issued by Independent
Inspection Company shall be binding upon the Seller and the Buyer.

The costs required for the determination and the certification of the quantity shall be borne
by the Buyer.

6.2. The quality of the Coal in the shipment shall be determined at the Loading Port by an
Independent Inspection Company, appointed by the, Buyer through such relevant processes
as sampling, reduction, and analysis. Such sampling, reduction and analysis shall be
performed by the Independent Inspection Company in accordance with the ASTM/ISO
standards at buyer’s option. The analysis report issued by Independent Inspection Company
shall mandatorily mention the name of the mine from which the coal has originated.

6.3. The Independent Inspection Company shall cause a representative Coal sample to be taken at
the Loading Port as the Coal is being loaded on mother vessel and prepare, analyze and
conduct such sampling in compliance with the standards and regulations of ASTM/ISO
standards at buyer’s option.

The Seller agrees that the Buyer’s representative is allowed to be present at the time of
barge loading and loading of cargo from barges to the mother vessel at anchorage to observe
the loading and sampling and the seller to provide full support and cooperation.

6.4. Each sample shall be divided into three (3) splits in accordance with current ASTM/ISO
standards at Buyer’s option and placed in separate airtight containers clearly mentioning the
name of the mine from which the coal has originated, properly signed, and sealed by
Independent Inspection Company and Buyer’s representative and labeled for the following
purposes:
(a)One (1) split for the Buyer’s disposition to be handed over to Buyer’s representative
immediately upon completion of loading in its raw form; and
(b)One (1) split (hereinafter referred to as “Umpire Sample”) shall be retained by the
Independent Inspection Company in a suitable airtight container, properly sealed and
labeled.
(c)One (1) split sample for analysis by the Independent Surveyor at the Loading Port
(hereinafter referred to as “Loading Port Sample”);

The Umpire Sample is to be retained in a sealed container by the Independent Inspection

Company for a period of not less than three months from the date of sailing of the vessel.

In the event that the Buyer wishes to challenge the certificate of sampling and analysis,
they shall do so within 60 (sixty) calendar days from the completion of vessel loading at
Loading Port. In such event the Umpire Sample retained at the Loading Port shall be sent
to an independent international inspection agency located at a 3rd country mutually agreed
by both parties ("umpire laboratory"), in the event mutual agreement cannot be reached

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 within 3 working days after request date of challenge, then an independent international
inspection agency be decided on mutual consent shall be the default umpire laboratory for
both parties. In case any particular agency is appointed as IIA, then for Referee Analysis
some other IIA should be nominated. Cost and expenses of such further analysis shall be
borne by the respective party requesting such further analysis.

In the event that the results of the analysis of the Umpire Sample are deviating beyond the
reproducibility limits (set out below) from the analysis reports produced by Independent
Inspection Company (or any other mutually agreed internationally recognized laboratory),
the umpire analysis shall be final and binding on both PARTIES save to fraud and/or
manifest error.

Reproducibility limits
 Total Moisture (arb) : 0.65%
 Ash content (db) : 0.30%
 Total Sulphur (db) : 0.10%
 Gross Calorific Value (db) : 72 Kcal/Kg

ARTICLE 7 PRICE AND ADJUSTMENT

7.1. Price per metric ton
Average of ICI 5 less US$ 36.90 per metric ton, 2 weeks prior to the 1st day of laycan, at 05
Agustus 2023, FOBT loaded on to the Mother Vessel at Muara Berau anchorage, East
Kalimatan, basis GCV (ARB) 3400 kcal/kg, including all exports duties at the Loading Port.

7.2. Price Adjustment

Gross Calorific Value Adjustment

Price adjustment shall apply if actual Gross calorific value (ARB) of the coal basis certificate of
sampling analysis issued by Independent Inspection Company surveyor at them Loading Port
is above or below to 3600 Kcal/kg, but not less than 3400 kcal/kg (Rejection limit) and shall
be calculated in accordance with the following formula:

                                            Actual Gross Calorific Value (ARB)

Adjusted Price = ---------------------------------------------------------       * FOBT Price
                                                     3600 kcal/kg

ARTICLE 8 PAYMENT

8.1. Letter of Credit

8.1.1. For the purpose of LC issuance the parties shall use ICI 5 published by the Argus/Coalindo
Indonesian Coal Index on …………….. 2023 for determination of the Base price.
LC to be established seven (7) days prior to the Vessel arrival at the Loading Port, the Buyer shall
open an Irrevocable Letter of Credit payable at sight in favour of the Seller (hereinafter referred to
as the “L/C”). The L/C shall be governed by the ICC Uniform Customs and Practice for Documentary
Credits (UCP 600). The Issuance of the L/C not in exact compliance with this Article of the
Agreement shall be considered as Buyer’s failure to issue a L/C. All banking charges connected with
the issuance of a L/C shall be paid by the Buyer. Any changes to the L/C shall be borne by the Party
whose fault caused such changes or by both Parties in equal shares if such changes are due to the
fault of both Parties or in absence of a fault of either party - by the Party which requests such
changes.

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 8.1.2 The Seller shall issue a Performance Bond (PB) equivalent to 2% of the LC value, activated
immediately against issuance of LC. The PB will be realized by the Buyer if buyer incurs any
cost due to underperformance of the Seller.

8.1.3. The Buyer shall open the Sight L/C within a first-class Bank (hereinafter referred to as the
“Issuing Bank”) and the Seller may add the confirmation to the L/C at the Seller’s cost. The
LC shall be advised to Seller’s nominated bank.

The L/C shall be established in an amount of United States Dollars sufficient to cover the
amount of:
(i) the quantity of the Coal to be shipped in the Vessel (at Vessels option), as agreed by the
Parties in Article 3, with a provision of plus/minus 10% allowable tolerance,
(ii) multiplied by the Base Price as per Article 6 herein and covering the price adjustments as per
article 6.2.
For purpose of LC issuance the parties shall use ICI5 published on 7 th July 2023 and 14th July 2023
(2 weeks prior to the first day of laycan) for determination of price.

8.1.3. 100% of the total value of the Coal based on the adjusted price calculated in accordance
with Article 6.2. and weight determined under Article 5of this Agreement, shall be made at
sight against presentation by the Seller to the advising Bank of the following documents
within the validity of the L/C:
• 1 original + 3 copies of the signed commercial invoice for 100% of the invoice value basis the
loading port certificate of sampling and analysis and the B/L quantity, plus dispatch or minus
demurrage amount to be agreed by Parties
• Full set 3/3 sets of original “Clean on Board” Bill of Lading (B/L) and three (3) non-negotiable
copies, marked “ Freight Payable as per Charter Party”, made out TO ORDER blank endorsed;
• 1 original + 3 copies of Certificate of Analysis issued at the Loading Port by the Independent
Inspection Company.
• 1 original + 3 copies of Certificate of Weight issued at the Loading Port by the Independent
Inspection Company;
• 1 original + 3 copies of Draft Survey Report issued at the Loading Port by the Independent
Inspection Company;
• 1 original + 3 copies of Certificate of Origin issued at the Loading Port by Independent
Inspection Company;

The following documents to be sent directly to the Buyer outside the L/C within 3(three) working
days from B/L date to the address specified in Article 15
• 1 Original + 1 Triplicate of Certificate of Origin (COO) Form AI issued by the Indonesian
Chamber of Commerce or relevant governmental authority of Indonesia stating that the Coal
is of Indonesian origin. In case, the Original COO AI is not received at the Buyers Address,
well before the vessel arrival at planned Disport and the Buyer is deprived of any Duty
benefits on account of the non availability of the Original COO AI, in such case the cost
towards the Duty Benefit / Exemption shall be to Sellers account and such cost shall be
adjusted in the LC payment.
Other conditions

 Underdrawn/overdrawn due to quality adjustment is acceptable within the tolerance of the

L/C.

ARTICLE 9 BASIC CONDITIONS CONCERNING DELIVERY AND TRANSPORTATION

Seller shall be responsible for making all necessary arrangements for loading of the Coal onto the
Vessel by the time of her arrival at Loading Port so that smooth delivery of the Coal shall be
ensured.

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ARTICLE 10 SHIPMENT
10.1. Vessel Nomination

10.1.1. The Buyer shall make its endeavor to nominate the Vessel 07 days prior the ETA of MV at
loading point -. Vessel’s age shall be the maximum of 25 (twenty-five) years (as long as
suitable for loading) from the date of loading.

If any substitution of vessel is required, it would be done at least 5 days prior to ETA of the
Vessel. In such case, ETA of the substituted vessel should not be earlier than the agreed
laycan or earlier than the ETA of the nominated vessel earlier and stowage plan quantity
should be in accordance with the contract.

Buyer will charter a single deck bulk carrier Mother Vessel. Loading is the scope of work of
Seller, hiring of mobile cranes, grabs and all such loading gear shall be on Seller’s account.

The Seller to ensure a minimum quantity of 25,000 MT to be readily available at Muara Berau
anchorage before the MV arrives and tenders NOR.

Any delays or penalty charges paid by the buyer will be adjusted against the Performance
Bond (P.B) and further penalty paid by the buyer which exceeds the value of the PB will lead
to deduction of value from LC on pro rata basis.

10.1.2. The Seller shall send their clean acceptance for buyer’s nominated vessel within one day
from vessel nomination received from buyer or to reject with valid maritime reason, in such
case buyer shall send another vessel nomination.

10.1.3. In nominating the vessel proposed to load Coal under this Agreement, the Buyer shall
advise the Seller of the following details:
- Vessel Name
- Year of Built
- Shipment Tonnage Range
- Vessel Particulars
- Capacity of Ballast System
- Vessel’s main dimension (including Length, Width, Depth, Deadweight, etc.)
- Demurrage Rate

10.2. Notices Regarding Shipment

10.2.1. Following acceptance of vessel by Seller, Buyer shall advise any change in vessel’s planned
ETA at Loading Port. The Buyer shall arrange for the Master of vessel to notify the Seller and its
port agent of the vessel’s ETA 7 (seven) days, 5 (five) days, 3 (three) days, 48 (forty eight) hours,
24 (twenty four) hours prior to ETA of the vessel at the Loading Port.

Vessel nomination must be at least 7 (seven) days before vessel ETA at loading port. Vessel to
work on its best endeavour basis to arrive within the contractually agreed laycan and tender of
NOR as per clause 10.2.2.

10.2.2. Notice of Readiness (NOR) shall be tendered by the vessel on arrival at the Loading Port, any
time day & night, Sundays and holidays included WIBON, WIPON, WIFPON, WCCON but
excluding Major Indonesian Holidays (IdulFitri, IdulAdha, Independence Day, New Year,
Christmas Day) provided the vessel is in all respect ready to load.

10.2.3. Laytime to commence 12 (twelve) hours after NOR has been tendered unless loading

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 sooner commenced in which case actual time used to count. Laytime shall be deemed
completed after loading is completed and cargo has been trimmed.

The Seller shall be given 12 hours to process the export documents time starts from the
moment vessel loading is completed and cargo is trimmed, which during that time the Laytime
will cease to count. However, if processing the export documents exceeds 12 hours, therefore
the Laytime will proceed to commence counting. The Laytime shall end at the point of time
when the shipper’s export documents / PEB has been received by the vessel’s agents.

10.2.4. Laytime calculation will be made by Buyer based on Statement of Facts (SOF) issued by the
nominated agents at the Loading Port and to be mutually confirmed and accepted within 7
(seven) days of the vessel sailing from the Loading Port.

In case of if loading is completed prior to the designated lay time, the reimbursement
(Despatch) shall be rewarded to the Seller.

10.3. Loading Rates, Demurrage, Despatch and Dead Freight

10.3.1 Seller shall guarantee 8,000 MT PWWDSHINC the loading rate of Coal on Mother Vessel for
each Weather Working Day of twenty-four (24) consecutive hours, including Saturday, Sundays
and National holidays with IdulAdha, IdulFitri, Independence Day, New Year and Christmas Day
excepted unless used in which event actual time used in the loading shall count.

10.3.2. In the event that the Seller fails to meet the guaranteed loading rates, the Seller agrees to
deduct such demurrage from the LC payment. In the event that the Seller loads the shipment at
a rate in excess of the guaranteed loading rate, the Buyer shall increase the amount of LC
payment equivalent to the despatch earned by Seller. The rate of demurrage and despatch
(half of Demurrage) to be advised by buyer at the time of vessel nomination.

10.3.3. The Master or Agents of the vessel nominated to the Seller by the Buyer shall declare the
stowage plan to the Seller or its agents by e-mail/ fax, 5 (five) days prior to arrival of vessel at
the Loading Port. Once the stowage plan is declared, the Seller shall load the Coal as per the
quantity declared in the stowage plan.

10.3.4.The demurrage, despatch and dead freight to be settled by both the Buyer and the Seller
after presentation of the Laytime calculation and shall be settled to Seller or Buyer within 15
(thirty) business day. Demurrage if incurred at load port shall be adjusted against the LC
payment.

10.3.5Overtime for loading, if any shall be on account of Seller, excluding vessel officers’ and crew’s
overtime which shall always be paid by Vessel Owner’s account.
10.3.6.Except caused by Force Majeure, Port Authorities order, waiting for berth shall be counted
as laytime in case the vessel arrives within her laycan.

10.3.7. Prohibited vessels may not be nominated and United Nation’s sanction laws and prohibitions
regarding to apply, including but not limited to vessel’s country of registration and previous
port/s of call.

10.3.8. If the Vessel fails to arrive within the agreed laycan the Seller shall do their best endeavor to
arrange loading operation and the laytime shall commence at the moment of loading
commencement and actual time used to load to count as laytime to count beyond that basis
th guaranteed loading rate

10.3.9. Once on demurrage, always on demurrage to apply.

Laytime to be given exception under the following conditions in this Agreement.

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 a. Any time lost by reason of any following shall not be counted as laytime or for
demurrage
b. Awaiting and conducting pratiques, custom clearance, quarantine and other formalities;
c. Time used for initial and final draft survey and any draft survey requested by Buyer /
Owners;
d. Periods of bad weather, duly confirmed by the statement of facts, shall not be counted as
laytime unless the vessel is already on demurrage;
e. Time lost due to inefficiency of any other cause attributable to the vessel, her master, her
crew, her Buyers;
f. Breakdown or failure of the vessel comply with the requirements or regulations of the
loading port causing delay or restriction to loading operations;
g. 12 Hours allowance for waiting export documents.

10.3.10. Dead freight

In Case seller fails to load the quantity of cargo on vessel as per stowage plan and load the
short quantity then seller shall be responsible to compensate the amount to the buyer
derived by multiplying the short quantity and vessel voyage freight. The Dead freight liability
shall be adjusted against LC payment.

10.3.11. In the event of any breakdown occurred to the cranes and/or grabs, the actual time being
affected will be counted as laytime based on pro-rated basis of each number of cranes
and/or grabs working.

10.3.12. Stevedore Damage

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. 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. Notwithstanding above,
Seller to remain ultimately responsible for all stevedore damages attributable to the
Stevedores appointed by the Seller.

11.ARBITRATION AND APPLICABLE LAW:

Any dispute, difference or disagreement between the parties arising under or in relation to this
Agreement, including (but not limited to) any dispute, difference or disagreement as to the
meaning of the terms of this Agreement or any failure to agree on any matter required to be
agreed upon under this Agreement shall, if possible, be resolved by negotiation and mutual
agreement by the parties within 30 (thirty) days. Should no agreement be reached, then the
dispute shall be finally settled by arbitration upon the written request of either party hereto in
accordance with the rules of Singapore International Arbitration Centre (SIAC) by three arbitrators
in English Language. The Board of Arbitration shall be composed of three arbitrators, one of who
shall be chosen by the Seller, one by the Buyer, and the third by the two so chosen. If both or either
of the parties fail to choose an arbitrator within fourteen (14) days after receiving notice of
commencement of arbitration proceedings, or if the two arbitrators chosen cannot be agree upon a
third arbitrator within fourteen (14) days after they have been chose, the chairman of the SIAC
shall, upon request of either party, appoint the arbitrator required to complete the board.

The decision of the majority of the arbitrators shall be final and binding on the parties, including the
decision as to allocation of the costs of such arbitration and may be entered in any court having
jurisdiction.

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Subject to the option set out in this clause below, all claims, disputes or differences whatsoever
between the parties arising out of or in connection with this Contract, including without limitation
to any question regarding its existence, validity or termination, (a “Dispute”) shall be referred to
and finally resolved by arbitration administered by the Singapore International Arbitration Centre
("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre
for the time being in force, which rules are deemed incorporated by reference in this clause. The
seat of the arbitration shall be Singapore. The language of the arbitration shall be English. Any
arbitration law ard rendered by the tribunal shall be final and binding on the parties and judgment
may be entered there on or on any order of enforcement obtained in any courts having jurisdiction.

Non-performance – In the event that the seller fails to meet the contracted loading rate and vessel
incurs demurrage at load port, the demurrage liability of the load port shall be deducted from the
LC value. Despatch payment if any at the load port to be added in the LC value.
In the event vessel owner levies dead freight, the dead freight liability to be deducted from the LC
value.

12.CONFIDENTIALITY
12.1. The Parties hereby agree that all information contained in the Contract and/or following
performance thereunder shall be treated as confidential and shall not be disclosed to any third
Party without the written consent of the other Party, which shall not be unreasonably withheld.
The obligations of the Parties specified in this clause 12.1. shall be valid within the validity of the
Contract and 3 (three) years after its termination.

12.2. The obligations specified in clause 12.1. shall not apply:

- to the extent when such information is disclosed by either Party to its employees, directors,
affiliates, auditors, professional advisors, consultants, rating agencies, banks, financial institutions
and third parties under the agreement with which the Seller and/or its affiliates have obligation to
disclosure such information (the “Receiving Party”), provided that the Receiving Party agrees to
keep the information confidential and not to disclose it to any third party;

- to the extent required to be disclosed for the performance of the Contract;

- to the extent required to be disclosed by law, by any governmental or other regulatory authority
or by a court or other authority of competent jurisdiction provided that, to the extent it is legally
permitted to do so, the Receiving Party gives the disclosing party as much notice of such disclosure
as possible and, where notice of disclosure is not prohibited and is given in accordance with this
sub clause, it takes into account the reasonable requests of the disclosing party in relation to the
content of such disclosure.

13. REPRESANTATIONS AND WARRANTIES:

13.1. By signing this Contract the Buyer gives the following representations and warranties to the
Seller which remain true, complete and accurate during the whole validity period of this Contract:
 Status: the Buyer is a company duly organized and validly existing under the laws of India and
has full power, authority and legal rights to own its assets and to carry on its business; and
 Obligations Binding: the terms and conditions of this Contract constitute the legal, valid, binding
and unconditional obligations of the Buyer enforceable against the Buyer; and
 Due Representatives: each person signed this Contract on behalf of the Buyer is duly entitled by
the Buyer to act on behalf of the Buyer in that way; and
 Internal Observance: both the signing, delivery of this Contract and the performance hereunder
by the Buyer (i) are within the Buyer’s corporate powers and have been duly authorized by all
necessary corporate action, if required by any existing law or regulation applicable to the Buyer,
and (ii) do not contravene the Buyer’s charter or by-laws; and

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  External Consents: the Buyer has obtained all necessary authorizations, if any required under any
existing law or regulation applicable to the Buyer, for the performance under this Contract, in
particular all necessary authorizations to enable the Buyer to import the Goods and transfer
abroad any payment falling due and payable under this Contract; and
 No violation or Conflict: neither the signing and delivery of this Contract nor the performance
hereunder will (i) contravene or constitute a default under any provision of any agreement,
instrument, law, judgement, order, license, permit or consent by which the Buyer or any of its
assets are bound or affected, nor (ii) cause a violation of any limitation on the Buyer, whether
imposed by or contained in any document or in any law, order, judgement, agreement,
instrument or otherwise;
 Financial status: the Buyer is of proper financial standing and has all financial and other
resources to perform the Contract duly and in time; it is not insolvent and there is no
circumstance which may cause the Buyer to be deemed insolvent under any applicable law; and.
 peGoods: the Buyer has received all characteristics of the Goods’ quality that are complete and
sufficient for the assessment of the Goods’ fitness for the Buyer’s purpose and the Buyer has
itself assessed Goods’ fitness for its purpose; and
Use of the Goods: the Goods shall not be used for any illegal activity.

13.2. The Parties agree that the Parties have entered into the Contract in full reliance on the
representations specified in this Section 13 and such representations are of substantial significance
to them.

13.3. Unless otherwise is expressly agreed herein, neither Party shall be liable for any indirect,
incidental or consequential damages, whether in Contract, tort or otherwise, resulting from the
manner of performance and/or the non-performance, whether in whole or in part, of any of the
obligations arising hereunder or for any loss of profits or revenue, loss of production or production
opportunities, loss of goodwill.

13.4. Notwithstanding anything contained in the Contract to the contrary, the maximum liability of
the Seller shall not exceed 100% of the total price of the Goods delivered under this Contract.

14. CORRESPONDENCE.

14.1. Any notice, statement, claim or other communication under the present Contract shall be
sent by the Parties directly to each other at the addresses indicated in the clause 15 below unless
different addresses have been additionally communicated. Any notice, statement or claim shall be
regarded as duly submitted by the addresser if sent to the address of the addressee latest know by
the addresser.

14.2. Any notice, statement, claim or other communication under the present Contract shall be
considered as sufficiently given or made if delivered by hand (personal delivery), or an
internationally recognized express courier, or sent by e-mail.

Any notice, statement, claim or other communication sent under this Contract shall, in the absence
of earlier receipt, be deemed to have been made or given as follows:

if sent by hand (personal delivery) or an internationally recognized express courier, on the date of
delivery at the address of the receiving Party;

if sent by electronic messaging system (e-mail), on the date the electronic message was sent if sent
during the normal office hours of the receiving Party or, if the electronic message was sent outside

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the normal office hours of the receiving Party, at the opening of business of the receiving Party on
the next Business Day.

14.3. Either Party may change its address or other communication details by giving a relevant
notice by e-mail to the other Party of such changes.

14.4. The absence of reply of the addressee in due time to any notice, statement or claim given to
the addressee shall not be considered as a consent of the addressee to such notice, statement or
claim.

14.5. All correspondence between the Parties under the present Contract shall be in English
language.

ARTICLE 15 Addresses of the Parties

If to the Seller:
PT. BARA SEMESTA INDONESIA
Griya Mukti Sejahtera No. 23 RT. 50, Kota Samarinda, Prop. Kalimantan Timur

If to Buyer:
GODAVARI COMMODITIES LTD
I Scotts Road, # 24-10 Shaw Centre,
Singapore - 228208
E-mail: ho@godavarcommodities.com

ARTICLE 16 FORCE MAJEURE

16.1Neither Party to this AGREEMENT shall be liable for any delay in performing or failure to
perform its obligations (except for delay or failure to pay money when due) In the event of
contingency beyond the control of either party and without its faults or negligence, events
of Force Majeure including but not limited to war, blockade, revolution, riot, insurrection,
civil commotion, strike, lockout, explosion, fire, flood, storm, tempest, earthquake,
regulations or orders including but not limited to prohibition of exAnchorage or
imAnchorage and / or any other cause or causes beyond reasonable control of the SELLER
(and / or SELLER’s supplier) or the BUYER (and / or BUYER’s receiver) whether or not
similar to the causes enumerated above. Failure to deliver or to accept delivery in whole
or in part because of the occurrence of an event of Force Majeure shall not constitute a
default hereunder or subject either Party to liability for any resulting loss or damage.

16.2 Upon the occurrence of any event of Force Majeure, the Party affected by the event of
Force Majeure shall within 72 (seventy two) hours of the occurrence notify the other Party
hereto in writing of such event and shall specially in reasonable detail the facts
constituting such event of Force Majeure. Where such notice is not given within the time
required, Force Majeure shall not justify the non-fulfillment of any obligations under this
AGREEMENT (event of Force Majeure and duration of it shall be substantiated through
certification by a Governmental body (e.g. Ministry of Commerce / Industries) or the
Chamber of Commerce of the country where the event of Force Majeure has occurred).

16.3 PARTIES agree to use their respective reasonable efforts to cure any event of Force
Majeure to the extent that it is reasonably possible to do so, it being understood that the

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 settlement of strikes, lockouts, and any other industrial disputes shall be within the sole
discretion of the party asserting Force Majeure.

16.4 Failure to deliver or accept delivery of material, which is excused by or results from the
operation of an event of Force Majeure shall extend the term of this AGREEMENT and the
quantities of material to be delivered and accepted under this AGREEMENT shall be
reduced by the quantities affected by such failure. If an event of Force Majeure shall
continue for more than 90 (ninety) calendar days, then the Party not having declared
Force Majeure shall have the right by written notice to terminate this AGREEMENT with
immediate effect.

17. SANCTIONS.

17.1. Definitions and abbreviations used:

“Sanctions” means any economic, financial or trade restriction, which (a) is promulgated,
administered or enforced from time to time by a Sanctioning Authority, and (b) makes it unlawful
or impossible for any Party to enter into and/or perform the Contract or a material part thereof;

“Sanctioning Authority” means any competent authority of the United Nations, the USA, the EU or
its member states, Switzerland, the United Kingdom, UAE and Russia;

“Sanctioned Country” means a country or territory which is subject to general trade, economic or
financial sanctions embargoes imposed, administered or enforced by a Sanctions Authority in
respect of the entire country or territory rather than in respect of particular sectors of the economy
or persons (including, inter alia, Cuba, Iran, North Korea, Sudan, South Sudan and Syria. For the
sake of clarity, Russian Federation shall not be considered as Sanctioned Country;

“Sanctions List” means the "Specially Designated Nationals and Blocked Persons" list maintained by
OFAC, any equivalent list maintained by the United Nations Security Council or the EU, any list of
persons sanctioned by the U.S. Department of State, as published in the Federal Register and any of
the other lists of specifically designated nationals or designated persons or entities (or equivalent)
held by a Sanctions Authority, in each case as amended, supplemented or substituted from time to
time.

17.2. Each Party represents that at the date the Contract is entered into (a) it is not subject to any
Sanction and (b) no Sanction prevents it from entry into and/or performance of the Contract.

17.3. If at any point during the performance of the Contract, a Sanction should make it unlawful or
impossible for a Party to perform the Contract or a material part thereof (the “Illegality”), such
Party (the “Affected Party”) shall be entitled to suspend performance of the Contract for a
maximum of 30 (thirty) days (“Initial Suspension Period”) by giving a notice to the other Party
(“Non-Affected Party”). The Affected Party shall give notice immediately after it becomes aware of
the relevant Sanction and shall describe in the notice the relevant Sanction, the details of the
Illegality the Affected Party believes the Sanction imposes, and its effect on the Affected Party’s
performance of the Contract; the notice shall be without effect if the provisions of this clause are
not complied with.

17.4. Should the Non-Affected Party disagree that the relevant Sanction causes Illegality, any Party
may refer this disagreement to arbitration pursuant to Clause 11 of this Contract. Absent an order
from an arbitral tribunal constituted in accordance with this Clause and Clause 11 of the Contract,

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including an order of an emergency arbitrator, confirming that the Affected Party may continue to
suspend performance of the Contract pending final resolution of the dispute, the Affected Party
shall resume performance of the Contract upon expiration of the Initial Suspension Period.

17.5. Upon resumption of performance, all time periods and deadlines shall be automatically
extended for the period of suspension, and all obligations under the Contract shall be performed
within the extended time periods and deadlines as if there was no suspension.

17.6. Notwithstanding disagreements as to whether a Sanction causes Illegality, the Parties shall
use best endeavors, as soon as reasonably practicable, to amend the relevant provisions of the
Contract such that any Sanction would not cause Illegality. The Parties agree that such amendment
may involve, without limitation: (a) substitution of the contractual currency of payment with an
alternative currency; (b) substitution of any contractual bank account details with alternative bank
account details; (c) substitution of any coal from a specified source with coal from an alternative
source (subject to agreement on any quality and/or specification issues as may arise from such
substitution) and/or (d) substitution of one of the Parties with an affiliate of a Party.

17.7. Each Party agrees to do disclose, upon the other Party’s request and as soon as reasonably
practicable, information and documents, which the other Party may reasonably require for it to
assess whether a Sanction causes Illegality and what steps may be undertaken to eliminate it.

17.8. Should a final award be rendered by an arbitral tribunal pursuant to Clause 11 of the Contract
confirming that the Sanction causes Illegality, and should the Parties not amend the Contract
pursuant to Clause 17.6. to enable performance of the Contract to continue, then any Party may
elect to terminate the Contract with immediate effect and without any liability for such termination
by giving written notice pursuant to Article 14 hereof to the other Party. The termination of the
Contract shall be without prejudice to any of the Buyer’s obligations and liabilities related to the
payments of any shipped Goods and the respective Seller’s rights accrued prior to the termination
date.

17.9. Unless it is otherwise set forth in this Contract or prohibited by an applicable law, each Party
agrees to use its commercially reasonable endeavors to take, or cause to be taken, all actions, and
to do, or cause to be done, and to assist and cooperate with the other Party in doing all things
necessary or advisable to timeously and fully perform this Contract.

17.10. No Goods delivered by the Seller pursuant to this Contract shall be transported by the Buyer
through or to any Sanctioned Country or re-sold or supplied by the Buyer to any person listed in
Sanctions List or a government body or resident of any Sanctioned Country.

18. ANTI-BRIBERY AND ANTI-CORRUPTION WARRANTY:

18.1. When performing their obligations under the present Contract, the Parties, their affiliates,
employees or intermediaries shall not make, offer or authorize, or solicit, accept or agree to accept
from any person any funds or valuables, gift, promise or other advantage, either directly or
indirectly to any person whosoever (including but not limited to private individuals, commercial
organizations, any political party, political party official, candidate for office or public official) to bias
actions or decisions of these persons in relation to the Contract or otherwise obtain, influence,
induce or reward any undue benefits, or to achieve any other illegal purposes in connection with
business relationships between the Parties, including non-performing actions qualifying by
applicable law as violating the law on combating corruption, bribery, commercial bribery, money
laundering and other similar provisions.

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18.2. In performance of their obligations and/or exercising their rights hereunder, the Parties, their
affiliated persons, directors, officers, employees or intermediaries shall not perform any actions
qualified by the respective applicable law as giving, receiving or soliciting bribes, commercial
bribery, and actions violating the requirements of such applicable law on anti-money laundering.

18.3. Each of the Parties hereto refuses to stimulate in any way the employees of the other Party,
including by providing or offering money, gifts, gratuitous performance of works (services) or other
benefits to them, and other methods not specified in this clause, placing the employee in a certain
dependence and aimed at ensuring that this employee performs any action in favor of the Party
stimulating him/her.

18.4. If any Party (the “Initiating Party”) suspects that the other Party (the “Rebutting Party”) has
violated any of the provision of this Clause, the Initiating Party shall notify the Rebutting Party in
writing, providing the notice of such violations.

18.5. After sending the notification of violations, the Initiating Party shall have the right to withhold
performance of their obligations hereunder in whole or in part affected by such violations, which
suspension of performance shall continue until receipt from the Rebutting Party of the non-
infringement confirmation. Such confirmation should be sent within 5 (five) working days from the
date when the notification of violations has been sent by the Initiating Party.

18.6. In the written notification referred to in clause 18.4 the Initiating Party is obliged to refer to
the facts or provide materials that allow to confirm that breach of any provisions of this Clause by
the Rebutting Party, its affiliates, directors, officers, employees or intermediaries in the form of
actions qualified by the respective applicable law as giving, receiving or soliciting bribes,
commercial bribery, and actions violating the requirements of such applicable law on anti-money
laundering, has occurred.

18.7. In case the Initiating Party acting in good faith ascertained the fact(s) of violations by the
Rebutting Party of the obligations as per this Clause herein pursuant to any reliable means or proof
and the Initiating Party did not receive the non-infringement confirmation from the Rebutting Party
within the terms set forth herein the Initiating Party shall have the right, acting in good faith and in
commercially reasonable manner, to unilaterally terminate the Contract in whole or in part affected
by such violations, by sending a notice of termination of Contract in writing 5 (five) working days
from the notice date.

18.8. The Initiating Party shall be entitled to claim compensation for losses incurred as a result of
such termination. The right to termination shall be declared by the Initiating Party within 5 (five)
working days after the expiration of the term for submitting a non-infringement confirmation as set
out in clause 18.5. If the Initiating Party fails to send to the Rebutting Party a termination notice
within the term specified in this clause, the Initiating Party hereby waives its right to the fullest
extent permitted under applicable law to terminate this Contract. For the sake of clarity, the
Initiating Party shall pay for the Goods already delivered prior to the suspension and/or termination
of the Contract.

18.9. Under any circumstances the Parties in accordance with the present Contract shall not be
required to perform any action, as well as refrain from any actions unless the relevant Party
believes in good faith that the performance or refusal to commit such actions violates or could
potentially violate the applicable law on combating corruption, bribery, commercial bribery, money
laundering and other similar provisions by such Party.

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18.10. The Parties guarantee proper investigation of any facts provided hereunder, in accordance
with confidentiality principles and with the application of effective measures to eliminate practical
difficulties and prevent possible conflict situations.

18.11. The Parties guarantee full confidentiality in implementation of provisions of this clause
(except where a request to disclose the respective information has been received from a
competent authority and is binding on such Party or the disclosure is needed for the purposes of
implementation of this Contract), as well as the absence of negative consequences for both the
reporting Party as a whole and the specific employees of the reporting Party who reported
violations.

19. MISCELLANEOUS.

19.1. The Present Contract comes into force from the moment of signing by the Parties and
remains valid within 3 months, till completion of this contracted shipment in all respects, unless
terminated earlier in accordance with the terms of the Contract. Unless otherwise expressly
provided herein, any amendments and addenda to the Contract shall be valid only if made in
writing in the form of one document and duly signed by both Parties.

19.2. The Contract and duly signed Appendixes thereto contain the entire understanding between
the Parties relating to the subject matter contained herein and supersedes all prior agreements and
understandings between them relating to the subject matter hereof. No Party shall be bound by
any definition, condition, representation, warranty, covenant, or provision other than as expressly
stated in this Contract.

19.3. Neither Party is entitled to assign their rights and obligations following from the Contract or in
connection with it to third Parties without the written consent of the other Party. However, the
Seller shall be entitled to assign its rights to claim for payments to a third party, whether it is a
financial institution or not, with the Buyer’s consent.

The Parties hereby agree that the Seller may explore opportunities to fund raising (including pre-
export financing) and may therefore pledge or assign its right to receive payment hereunder in
accordance with a forfeiting scheme or other financial instrument between the Seller and a bank
(or other financial institution). In such case the Buyer shall make a payment in accordance with the
Seller’s instructions or instructions of the bank (or other financial institution) nominated by the
Seller of which the Buyer has been duly informed by the Seller.

19.4. The present Contract is made in English language in two counterparts, both having the same
force, one original for each Party.

19.5. In the event any of the provisions hereunder are or become unenforceable or invalid under
applicable law, such provision shall be modified or limited in its effect to the extent necessary to
cause it to be enforceable or valid. Otherwise, such provision shall be severed, and the remaining
provisions shall continue in full force.

19.6. 19.7. Delay in exercising or non-exercise of any right is not a waiver of that right. The failure of
any Party to insist in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Contract or to exercise any option herein contained shall not be
construed as a waiver or relinquishment for the future of any such provisions, covenants, or
conditions. The acceptance of performance of anything required by this Contract to be performed
with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be

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deemed a waiver of such breach or failure. No waiver by any Party of one breach by another Party
shall be construed as a waiver with respect to any other or subsequent breach.

19.8. Each Party shall pay its own costs of negotiating, preparing and executing the Contract and
any Appendix to the Contract.

19.9. The Contract may be executed in separate counterparts each of which when executed shall be
an original and the counterparts together shall constitute one and the same document.

20. CYBER SECURITY CLAUSE

“Cyber Security Incident” is the loss or unauthorized destruction, alteration, disclosure of, access
to, or control of a Digital Environment.

“Cyber Security” is technologies, processes, procedures and controls that are designed to protect
Digital Environments from Cyber Security Incidents.

“Digital Environment” is information technology systems, operational technology systems,

networks, internet-enabled applications or devices and the data contained within such systems.

(a) Each Party warrant and represents to the other Party that it:

(i) implemented appropriate Cyber Security measures and systems and otherwise use reasonable
endeavours to maintain its Cyber Security;

(ii) has in place appropriate plans and procedures to allow it to respond efficiently and effectively to
a Cyber Security Incident; and

(iii) regularly reviews its Cyber Security measures to ensure efficiency of its application in practice,
keeps records of the results of the reviews and ensures further enhancement of Cyber Security in
case of inefficiency detected;

(iv) maintains appropriate training and education program among its employees and officers aimed
at improving awareness of such employees and officers of the existing and potential methods of
phishing/hacking attacks or similar threat on its Digital Environment.

(b) Each Party shall use reasonable endeavors to ensure that any third party providing services on
its behalf in connection with this Contract complies with the terms of sub-clause (a)(i)-(iii).

(c) If a Party becomes aware of a Cyber Security Incident, which affects or is likely to affect either
Party’s Cyber Security, it shall promptly notify the other Party.

If the Cyber Security Incident is within the Digital Environment of one of the Parties, that Party
shall:

(1) promptly take all steps reasonably necessary to mitigate and/or resolve the Cyber Security
Incident; and

(2) as soon as reasonably practicable provide the other Party with details of how it may be
contacted and any information it may have which may assist the other Party in mitigating and/or
preventing any effects of the Cyber Security Incident.

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Each Party shall share with the other Party any information that subsequently becomes available to
it which may assist the other Party in mitigating and/or preventing any effects of the Cyber Security
Incident.

IN WITNESS WHEREOF, the Parties intending to be legally bound have caused this Contract to be
executed by their duly authorized representatives as specified below.

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

[BUYER] [SELLER]
GODAVARI COMMODITIES PTE. LTD PT. BARA SEMESTA INDONESIA

Name: Name: Rahmat Ali

Title: Title: Direktur

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