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GENERAL TERMS OF COAL SALE & PURCHASE AGREEMENT

Contract Date: 22 July 2022

Contract Number: 001/SPA-COAL/MSC-MIJ/VIII/2022

Seller Buyer

PT. Maxindo Jaya International Mothersons Consolidate

GEDUNG WIRAUSAHA LT.1 _________________________
JL. HR RASUNA SAID KAV 5-C KUNINGAN (the “Buyer”)
JAKARTA SELATAN 12920
+62 21 521 3100
(the “Seller”)

The Buyer and the Seller are hereinafter jointly referred to as the “Parties” and individually as a “Party”.

The Seller agrees to sell and the Buyer agrees to buy and take delivery of coal in the quantity, quality, at
the price and otherwise on the terms and conditions stated in this Coal Purchase Contract (the
“Contract”). The Contract shall take effect on the Contract Date specified above.

1. COMMODITY: Indonesian Steam Coal of the Origin specified in clause 3 below and in
accordance with the quality specifications set out in clause 8 (“Coal”).

2. QUANTITY: 55,000 metric tonnes plus or minus 10 percentages shipping tolerance at

buyer’s option

3. ORIGIN: Single Mine KBB Indonesian Steam Coal from East Kalimantan, Indonesia.

4. PACKING: In bulk.

5. BASE PRICE: xx USD PMT

FOB MV at Muara Berau Anchorage, East Kalimantan, Indonesia basis Geared

and grabbed Vessel Basis Gross Calorific Value (as received basis) 3,600 kcal/kg

6. SHIPMENT xst-xth August 2022

LAYCAN:

7. DELIVERY TERMS

7.1. FOB stowed and trimmed Mother Vessel at Muara Berau Anchorage, East Kalimantan, Indonesia.

7.2. All rights and obligations of the Parties shall be in accordance with FOB terms as defined in
Incoterms 2020 unless otherwise provided for in this Contract. If there is any inconsistency

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between the terms of FOB under Incoterms 2010, and the provisions of this Contract, the relevant
provisions of this Contract shall prevail.

8. QUALITY

8.1. The Coal shall meet the following typical specifications as per ISO/ASTM standard method on
buyer option:

Parameters Typical Rejection limit

Total Moisture (As received basis in %) xx% NA
Inherent Moisture (Air dried basis in %) xx% NA
Ash Content (Air dried basis in %) x% Above xx%
Volatile Matter (Air dried basis in %) xx% - xx% NA
Fixed Carbon (Air dried basis in %) By difference NA
Total Sulphur (Air dried basis in %) 0.x% Above 0.x %
Gross Calorific Value (As received basis) 3600 kcal/kg below 3400 kcal/kg
HGI xx-xx NA
Size 0-60 mm 90 % NA

Ash analysis and AFT to be part of the COA

Technical Specifications as per GB Standard:

Parameters Typical Rejection limit

Mercury (DB) As Tested Above 0.6 ppm
Arsenic (DB) As Tested Above 80 ppm
Phosphorus (DB) As Tested Above 0.15%
Chlorine (DB) As Tested Above 0.3%
Fluorine (DB) As Tested Above 200 ppm

- All the cargo has to be loaded as per IMO (International Maritime Organization) regulations/ IMSBC
(International Maritime Solid Bulk Cargoes) Code.

- Seller to provide all necessary document as per importing country requirements, including but not
limited to Miner's invoice, Certificate of Origin issued by Indonesian Chamber of Commerce and Industries
for AFTA (Form D/E/AI/IP/B/AK) in paper and/or electronic form as required.

9. PRICE ADJUSTMENT FOR QUALITY

9.1. The Base Price shall be adjusted for quality as follows:

If the actual Gross Calorific Value (ARB) as per Certificate of sampling and analysis issued by
Independent surveyor at load port is above or below 3,600 kcal/kg but not below 3,400 kcal/kg,
price adjustment shall be as per below:

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(Actual GCV (ARB) kcal/kg)

Adjusted FOB Price = Price × ----------------------------------
3,600 kcal/kg

9.2. No Bonus above 3,700 Kcal/Kg applicable if the actual GCV ARB comes above 3,700 Kcal/Kg as
mentioned in certificate of analysis issued by independent surveyor at loading port.
9.3. Penalties:

9.3.1 Gross Calorific Value (As received basis)

If the actual Gross Calorific Value (ARB) is less than rejection limit of 3400 Kcal/kg, the Buyer shall
have the right to reject the cargo, if the buyer accepts the cargo, then price shall be adjusted in
accordance with price adjustment formula as stipulated in clause 9.1 to the rejection limit (Actual
GCV = Rejection Limit Value), fraction pro-rata, unless otherwise adjusted by mutual agreement to
re-negotiate the unit price

9.3.2 Sulphur (Air dried basis)

If the certified Total Sulphur (ADB) of the coal as shown in the Certificate of Sampling and Analysis
issued by the Independent Surveyor is above 0.80% the penalty shall be US$ 0.20/MT per 0.1%
fractions pro rata.

9.3.3 Ash (air dried basis)

If the certified Ash Content (ADB) of the coal as shown in the Certificate of Sampling and Analysis
issued by the Independent Surveyor is above 10% the penalty shall be US$ 0.20/MT per 1%
fractions pro rata.

10. PAYMENT TERMS

By irrevocable, confirmable, at sight letter of credit in a format agreeable to the Seller, opened by
a first class bank and payable at the counters of bank nominated by the Seller. Such L/C to be
established by the Buyer by latest prior 3 days before first laycan date. Confirmation charges to be
for Seller account.

The Seller shall present the following loadport documents to the negotiating bank as per
documents requirement enlisted here below:

(a) Seller’s signed commercial invoice in triplicate showing the name of the carrying vessel, date
of bill of lading, the actual tonnage shipped, and the total value of the shipment showing
adjustment of price and settlement of demurrage/despatch is acceptable.
(b) 3 original and 3 copies of clean on board Charter Party Bill(s) of Lading marked “Freight
Payable as per Charter Party”, made out “to order” and either blank endorsed or endorsed in
favour of L/C issuing bank, as requested in the L/C.
(c) Certificate of Weight in one (1) original and three (3) copies issued by independent surveyor
in accordance with clause 12.2 at the Loading Port;

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(d) Certificate of Draft Survey in one (1) original and three (3) copies issued by independent
surveyor at the Loading Port;
(e) Certificate of Sampling and Analysis in one (1) original and three (3) copies issued by
independent surveyor at the Loading Port;
(f) Certificate of Origin in one (1) original and three (3) copies issued by independent surveyor at
the Loading Port;
(g) 1 Set copy signed agreed laytime sheet at loading port

Seller account number:

Account name :
Account number :
Bank :
Branch :
Swift Code :

10.2 All bank charges incurred at Seller’s bank are for the Seller’s account. All bank charges incurred at
Buyer’s bank are for the Buyer’s account.
10.3 - Seller to courier Original Certificate of Origin issued by Indonesian Chamber of Commerce and
Industries for AFTA (Form D/E/AI/IP/B/AK) in paper and/or electronic form as required at at
address prescribed by Buyer in the Shipping instructions.

11 SAMPLING AND ANALYSIS

11.1 Independent Surveyor PT Sucofindo/Leon/SGS/Anindya/SCCI/CCIC at buyer’s option shall take a

representative sample of the Coal at the loading jetty in accordance with ASTM/ISO Standards at a
point close to the barge loader.

11.2 The representative sample shall be divided into Four parts to provide:
(i) one sample for analysis by the Independent Surveyor at the loading port (the “Loading
Port Sample”)
(ii) one sample to be delivered in a suitable airtight container properly sealed and labeled to
the Buyer at the Seller’s expense.
(iii) one sample to be delivered in a suitable airtight container properly sealed and labeled to
Buyers Representative/protective surveyor Sample
(iv) one sample to be retained by the Independent Surveyor in a suitable airtight container
properly sealed and labeled until 90 (ninety) days after the bill of lading date for the vessel
(the “Umpire Sample”).

11.3 The Independent Surveyor will test the Loading Port Sample in accordance with ASTM/ISO
Standards and against the specifications. The Independent Surveyor shall issue a certificate of
analysis certifying the results of such analysis (the “Certificate of Analysis”). The Certificate of
Analysis shall be final and binding on the Parties for settlement.

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11.4 In the event that either Party wishes to challenge the results as certified in the Certificate of
Analysis, it shall do so by giving written notice to the other Party within 45 (Fourty Five) working
days from the Vessel’s Bill of Lading date. In such event the Umpire Sample shall be sent for
analysis to an independent laboratory, of international repute, mutually agreed on by the Parties
(the “Umpire Analysis”).

11.5 To the extent that the results of the Umpire Analysis for the parameter(s) in question are within
ASTM/ISO reproducibility limits of the value(s) obtained by the Independent Surveyor, the value(s)
obtained by the Independent Surveyor shall be final, and the cost of the Umpire Analysis shall be
paid by the challenging Party. To the extent that the results of the Umpire Analysis for the
parameter(s) in question are not within ASTM/ISO reproducibility limits of the values obtained by
the Independent Surveyor, then the results of the Umpire Analysis will replace the values obtained
by the Independent Surveyor, and the cost of the Umpire Analysis will be paid by the Seller.

11.6 Buyer shall have the right to appoint its own Independent Surveyor /Representative at loading
port at any time at buyer’s own cost and supplier to support the representative at full along with
all necessary permissions required to perform the duties.

11.7 The tolerances for differences between the analysis conducted by the Independent Surveyor and
the Umpire Laboratory shall be as follows:

GCV (as received basis): 70kcal/kg

Total Moisture (as received basis): 0.75%
Ash (air dried basis): 1.0%
Total Sulphur (air dried basis): 0.10%

11.8 If any of the above tolerances are exceeded, the Umpire Certificate shall be final and binding, save
in case of fraud or manifest error. Any adjustment based on umpire analysis result to be settled by
T/T within 7 banking days of invoice issued by owing party.

11.9 Buyer shall have the right to appoint its own Independent Surveyor /Representative at loading
port at any time at buyer’s own cost and supplier to support the representative at full along with
all necessary permissions required to perform the duties.
(Hereinafter referred to as “Representative(s)”) to witness the Surveyor’s activities within the
scope as follows:

(a) Witness Independent Surveyor’s sampling and bagging of Coal at loading anchorage;
(b) Witness sample bags sealed and labeled with Buyer's seal / signature in loading port;
(c) Witness removal of seals and labels from the sample bags, as well as sample combination
process at Surveyor’s sample preparation room and to take the respective combined or each
lot sample or both at Buyer’s option immediately;
(d) Each party has the right to make notes or signature on Umpire Sample.

Both Buyer and Seller are strictly forbidden and prohibited to interfere in the work of Surveyor.
Therefore both representative(s) from Buyer and Seller just can be only witnessing the work of

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surveyor. The Seller shall allow reasonable access to facilitate the performance of such activities,
and shall instruct the Independent Surveyor, agents, vessel and terminal operators accordingly.

12 WEIGHT DETERMINATION

12.1 The quantity of loaded Coal will be determined by ship’s draught survey at loading port by PT.
Sucofindo/Leon/SGS/Anindya/SCCI/CCIC [the “Independent Surveyor”] (the “Draught Survey”) in
Buyer option. The weight of the shipment of Coal shall be determined to the nearest tonne by
draft survey at the Loading Port.

12.2 PT. Sucofindo/Leon/SGS/Anindya/SCCI/CCIC [the “Independent Surveyor”] shall issue a certificate

(the “Certificate of Weight”) certifying the results of the draft survey. The Certificate of Weight
shall be final and binding on the Parties, save in the case of fraud or manifest error and shall be
the basis for calculation of the Price. The costs of and associated with the Draught Survey and the
Certificate of Weight shall be borne by the Seller.

13 SHIPPING TERMS

NOMINATION OF VESSEL

13.1 The Buyer is responsible for chartering a vessel for shipment of the Coal and where loading is at an
anchorage and otherwise as may be necessary, the Seller shall be responsible for supplying barges
at the anchorage.

13.2 At least 7 days prior to ETA of vessel , Buyer will nominate a suitable vessel to the Seller arriving
within the agreed laycan and its position warranting the same. The Seller will confirm the
nominated vessel within 24 hours or provide reasonable grounds for rejecting Buyer’s nominated
vessel.

13.3 Buyer has the right to substitute the nominated vessel by latest 5 working days prior to the
vessel’s ETA at loadport. The substitute vessel shall have an ETA in the laycan (not earlier than
the first nominated ETA and not later than 3 days of the first accepted ETA) and The nominated
vessel to be geared and grabbed with ISM/ ISPS code. Vessel shall be clear of any deck
obstructions, light poles or other objects between holds.

13.4 The nomination will contain following details:

- Name and former names (if applicable)

- IMO number
- Year built, flag, class and classification society
- LOA, BEAM, DWT + Draft + airdraft
- Number of Holds and hatches
- If it is a Geared Vessel, deck gear type, location and number of gears
- Demurrage/Despatch rate
- ETA loadport

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- Expected cargo intake

- Last Port Clearance

13.5 The nominated Geared vessel shall provide necessary equipments at least four cargo gears
fully guaranteed running in good condition with SWL minimum 4 x 25 MT cranes and four of 12
CBM grabs with maximum of 20 (twenty) years of age. The Vessel shall provide sufficient power
to operate all usual deck appliances including sufficient lights on board for night loading. In the
event the Vessel does not meet the above requirements, the Seller shall have the right to reject
the Vessel.
13.6 Following valid vessel certificates required by the Seller for compliance and completion of vessel
vetting and acceptance process:
- Cert. of Class
- Cert. of Entry with Int. Group P&I
- Safety Management Cert.
- ISS Cert.
- Cont. Synopsis Record
- Doc. of Compliance
- Doc. of Compliance with IMSBC Code (covering Group B cargoes, incl. Coal)
- Vessel General Arrangement Plan
- FC Check list as attached Any other information and/or certificates as may be required by
Seller for compliance, in addition to the above

NOTICE OF READINESS

Provided the Buyer has opened an L/C in line with the contract, then a valid Notice of Readiness
(NOR) can be tendered within agreed laycan ATDNSHINC after the Vessel has arrived at the
Loading berth/anchorage, provided the Vessel is in all respects ready to load, has obtained the
necessary customs clearance and subject to free pratique being granted prior to or on arrival at
the mooring/berth If the loading berth/anchorage is occupied on vessel’s arrival, NOR can be
tendered whether in berth or not from the usual waiting area

REJECTION OF VESSEL

13.7 The Seller may, acting in good faith, reject any Vessel within one (1) day of the receipt of a Vessel
Nomination, including a substitute Vessel Nomination, or refuse to accept a Vessel for loading on
any reasonable grounds, which, for the avoidance of doubt, shall include any refusal to load the
Vessel by the relevant port authority at the loading port nominated by the Seller.

VESSEL SUBSTITUTION

13.8 The Buyer may substitute the Vessel with another vessel, complying with the provisions and
warranties by giving a revised Vessel Nomination to the Seller in conformity with the requirements
of clause 13.2 and 13.3 above, provided that the revised vessel nomination is minimum three (3)
days before the ETA at the loading port.

ISPS

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VESSEL ETA

13.9 The Buyer shall:

(a) procure the Vessel to the Seller or agreed agent or representative the vessels’ ETA at the
Loading Port in writing at least 72, 48, 24 and 12 hours prior to arrival. Thereafter, advising
any variation of more than four hours, if reasonably practicable; and
(b) if requested to do so by the Seller, provide the Seller with reason(s) for any variation(s) in the
Vessel’s ETA as last communicated by the Seller.
(c) Nominated load port agent shall be mutually agreed between Buyer and Seller

LOADING PORT

13.10 The Seller warrants that the Loading Port and the loading berth or anchorage shall be safe,
reachable on arrival and shall accommodate all the physical characteristics of the carrying Vessel
including, but not limited to, the length, beam and draught of the carrying Vessel.

13.11 The Seller shall:

(a) procure at its own expense and free of charge to the Buyer a loading berth or place at which
the Vessel can, when fully laden, safely reach, leave and always lie afloat;
(b) notify the Buyer or its appointed agent or representative of the berth or anchorage at which
the Vessel shall load the Coal (the “Berth”); and
(c) procure and maintain in good working order at the Loading Port any equipment necessary for
the loading of the Coal.
(d) based on Buyer’s schedule of shipment and the advice as to the Vessel’s arrival, Seller shall
complete necessary preparation for the loading of Coal before the arrival of the Vessel.
(e) provide, latest 3 days prior to vessel’s arrival at the Load Port, barge schedule, the Cargo
Declaration, MSDS and/or any other documents as requested by the vessel captain and
required by the applicable law and regulations.

13.12 The Seller shall provide stevedores, free of charge to the Buyer, to load the Coal onto the vessel.
Stevedores shall be appointed by and paid by the Seller but are to work under supervision
of the Master. Any disputes between the Master and the stevedores shall be directly settled
between themselves. Stevedore damages to the vessel to be settled directly by and between the
Stevedores and Owners/Master. Sellers are to assist owners to obtain settlement or repairs. In
case of non settlement by stevedores Sellers shall be ultimately responsible for all damages/costs.

13.13 Loading is to be done under supervision of Master. Master has right to stop loading if in his
opinion it is found unsafe that may cause damage to the vessel. All delays due to this stoppage of
work to be on responsible party’s account.

13.14 Should Master suspect any damage caused to vessel by barges and/or due to stevedores, Master
to immediately notify in writing to stevedores/Seller/Seller’s agent by fax/cable or telex within 24

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hours of its occurrence. Seller or their agents have the right to inspect any reported damage with
their own surveyor.

LAYTIME AND DEMURRAGE

13.15 Laytime will commence 12 hours after Notice of Readiness is tendered or when loading
commences provided the Buyers LC has been received and confirmed workable. Unless sooner
commenced laytime to start counting from commencement of loading.

13.16 If vessel tenders NOR prior to agreed laycan, the Seller shall endeavor to load the cargo onto the
vessel prior to laycan. Laytime starts when laycan commences or on commencement of loading,
whichever earlier. If NOR is tendered after the agreed laycan, berthing and loading shall be subject
to the availability of berth and Coal Vessel is to be loaded in order of the vessels arrival at the
Load Ports unless sooner commenced. Laytime or demurrage will end after loading is completed.

13.17 Following events will not count as laytime or demurrage used:

a) The time taken from the vessel shifting from waiting anchorage, until vessel is all fast
alongside the designated berth/or loading anchorage and ready in all respect to load, even
if vessel on demurrage.
b) If on berthing the vessel is found not to be ready in all aspects, time from discovery until the
vessel is ready to load , even if vessel on demurrage
c) Any time lost if loading is interrupted by the vessel in order to conduct business on behalf of
the owner (e.g. taking bunkers, vitals, etc), even if vessel on demurrage.
d) Any time lost as a result of breakdown (unless caused by seller or its representatives),
inefficiency(unless caused by seller or its representatives), change of vessel
requirement such as stow plan / loading sequence if these revisions are requested by
vessel master / or to have special trimmings(unless caused by seller or its representatives),
repairs(unless caused by seller or its representatives) or any other inability(unless caused by
seller or its representatives) or restriction of the vessel to load the Coal, even if vessel on
demurrage.
e) Any time lost due to compliance with statutory and class requirement for the vessel, even if
vessel is on demurrage
f) First opening and last closing of Vessel’s hatches shall not be counted as lay time, even if
vessel on demurrage.
g) The time taken for discharging ballast will not count as laytime, even if vessel is on
demurrage, unless such discharge is possible while maintaining the stipulated loading rate
h) Time spent in conducting a Draft Survey of the Vessel, prior to or during the loading of the
Coal, and cleaning and inspection of the Vessel’s holds, even if vessel on demurrage.
i) Any time lost due to Force Majeure, Unless vessel is on demurrage

13.18 If the vessel holds fail inspection by the nominated independent surveyor, then such time from
the time she is rejected until repassing of holds not to count Vessel once on demurrage shall
always remain in Demurrage always to apply. Laytime or demurrage shall cease upon completion
of loading.

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14 If Vessel fails to arrive within the agreed laycan, the buyer shall be responsible to pay seller barge
demurrage charges, but Seller must specify the demurrage charge per barge when they
confirming the nomination vessel. Vessel must be able to load upon arrival should there be
applicable barge demurrage, otherwise barge demurrage shall be void.

14.1 Seller is entitled to have 12 hours (“Grace Period”) after completion of loading not to count as
laytime or time on demurrage for handing over the PEB and all cargo export documents to loading
port ship agent; Laytime shall resume to count upon expiry of such 12 hours Grace Period until
PEB and all cargo export documents have been passed over to loading port ship agent.

14.2 The Seller shall load the Coal at a loading rate of 8,000 metric tonnes per weather working day
(“PWWD”) of 24 consecutive hours Sunday and holidays included (SHINC), excluding the following
Indonesian major holidays as follows, unless used, then laytime to be calculated as normal.

(i) Idul Fitri (2 days);

(ii) Idul Adha (1 day);
(iii) Independence Day (17th August);
(iv) Christmas Day (25th December); and
(v) New Year’s Day (1st January);

The loading rate of 8,000 metric tonnes PWWD shall be the basis on which the time for loading
the Vessel shall be calculated (the “Laytime”).

Buyer shall nominate a geared and grabbed vessel with minimum 4 x 25 ton cranes and four of 12
CBM

Once on demurrage, always on demurrage applied

The guaranteed load rate of 8,000 MT (Eight thousand) metric tons per WWD SHINC is based on
vessel having fully operating cranes and grabs. In case of non-availability of either operating
cranes or grabs, the loading rate shall be adjusted on a pro-rata basis depending on the number of
cranes and grabs that are operable. Any delay and/or demurrage and/or detention on the vessel
and/or barge and/or stevedoring services caused by non-availability of either operating cranes or
grabs shall be on the Buyer’s account.

The Buyer shall provide the Seller with the details of the nominated vessel fixed for carriage and
provide latest 3 statement of facts ( SOF) of nominated vessel if vessel age is maximum 20 years at
latest of 7 (seven) Calendar Days before the 1st day prior to the agreed laycan at the Loading Port.
The Seller shall, within 24 hours Day from the receipt of such details, approve the vessel. The
Seller might only reject the nominated vessel if the vessel is not within the agreed specifications as
per paragraph (2) of this Article. Only after the Seller approves the vessel, should the same be
treated as the Designated Vessel under this Agreement.

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Laytime calculation will be made by Seller based on Statement of Fact issued by the nominated agent at
the Loading Port which confirmed and accepted by Buyer within 30 ( thirty) Calendar Days on the vessel
sailing from the Loading Port. Laytime shall end at the point of time when the loading has been
completed. 12 hours free time to be provided after final draft survey to shipper for arranging vessel sailing
documents. In case there is delay of more than 12 hrs in providing the export document to the Vessel
Agent after final draft survey then the delay shall be on shippers account.

Laytime calculation formula shall be:s

Loading days allowed= Total tonnage as per B/L quantity

Agreed loading rate

It shall be the Buyer’s responsibility to ensure that the master of the Designated Vessel sends a
facsmile/e-mail advising the Designated Vessel’s ETA to agents at the Loading Port 7 (seven) Calendar
Days, 4 (four) Calendar Days and 24 (twenty four) hours prior to arrival.

Demurrage/dispatch to be calculated promptly based on the Statement of Facts issued by vessel agents
and signed by Master. Demurrage or Despatch shall be settled between the Parties within the Letter of
Credit. Demurrage/dispatch rate to be advised in the vessel nomination as per vessel charter party rate.

The Seller shall pay Demurrage to the Buyer for time lost after expiration of allowable Laytime at the rates
provided at the time of vessel nomination. The Buyer shall pay Dispatch to the Seller for Laytime saved at
the rates of ½ (one-half) of the Demurrage rates stated at the time of vessel nomination. Rates shall be
paid prorate for part days.

15 NOTICES

15.1 Any notices, declarations, nominations, invoices, claims and other communications which either
Party may be required to give or make to the other Party (“Notices”), unless otherwise specifically
provided herein, shall be in writing and shall be sufficiently given or made if delivered by hand or
sent by courier company, email or by facsimile, to the details specified below.

15.2 Any Notices sent by courier company shall be deemed to have been received two (2) business
days (in the destination country) after despatch thereof and if delivered by hand or sent by email
or facsimile, shall be deemed to have been received on the business day on which the email or
facsimile was sent. If the email or facsimile is sent on a non-business day in the country of receipt,
the notice shall be deemed to be given on the following business day.

Seller Buyer

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Contractual and Operational Matters: Contractual and Operational Matters:

PT. Maxindo jaya International ____________________
GEDUNG WIRAUSAHA LT.1 _______________________
JL. HR RASUNA SAID KAV 5-C __________________
KUNINGAN JAKARTA SELATAN
12920 Email: ___________________
Email: xx
Telp :+62 21 521 3100

15.3 Either Party here to may change its address by giving written notice to such effect to the other
Party.

16 TRANSFER OF TITLE AND RISK

16.1 Risk in the Coal shall pass from the Seller to the Buyer upon completion of loading of the Coal on
board the Vessel at the Loading Port.

16.2 The Seller represents and warrants that it has good title to all the Coal to be sold in accordance
with this Contract, free and clear of all liens, claims and encumbrances.

16.3 Notwithstanding delivery or the passing of risk in the Coal to the Buyer or any rule, regulation or
provision to the contrary, title to the Coal shall pass from the Seller to the Buyer as soon as
payment for the Coal is received by the Seller in accordance with clause 10 of this Contract.

17 DUTIES, FEES AND TAXES

17.1 All taxes, duties, levies, dues etc. existing or charged in the future of the coal loading into the
vessel, if any, at the port of loading shall be to the Seller's account excluding tax on freight
and/or vessel, which always for Buyer’s account. All taxes, duties, levies, dues etc. of the coal
discharging from the vessel, if any, at the port of discharging shall be to the Buyer's account.

18 GOVERNING LAW AND ARBITRATION

18.1 The governing law of this Contract shall be Singapore law. The United Nations Convention on
Contracts for the International Sale of Goods of Vienna 1980 shall not apply to this contract.

18.2 Any dispute arising out of or in connection with this Contract, including any question regarding its
existence validity or termination, shall be referred to and finally resolved by arbitration in
Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration
Centre (“SIAC”) for the time being in force which rules are deemed to be incorporated by the
reference to this clause. The Tribunal shall consist of one (1) arbitrator. The language of the
arbitration shall be English. The parties agree that any arbitration commenced pursuant to this
clause shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the
SIAC Rules and shall be decided on the basis of documentary evidence only.

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18.3 A party who is not a Party to this contract has no right under the contract (Rights of Third Parties)
Act 1999 to enforce any terms of this Contract.

19 FORCE MAJEURE

19.1 Force majeure events shall be limited to civil commotion, riots, strikes, labour strikes, lockouts,
acts of God, flood, continuous heavy rains, wars, a generally applying prohibition of export of coal
by the Government of Indonesia (not related to any failure of the Seller to maintain appropriate
licences or authorisations), embargoes, blockade or hostilities and events of a closely similar
nature, the effect of which is to prevent either Party from performing its obligations under this
Contract.

19.2 If either Party is prevented from performing its obligations under this Contract (excluding any
payment obligations) by reason of a Force Majeure Event:
(a) The affected Party shall give notice of such Force Majeure Event to the other Party within 48
hours upon it becoming aware of its occurrence stating the nature of the Force Majeure
Event and its impact upon the affected Party’s obligations together with the documentary
evidence issued by the chamber of commerce or the government authority; and
(b) The affected Party shall use reasonable endeavours to rectify or overcome the Force
Majeure Event and minimise the losses and damage which may arise as a result.
(c) The affected Party shall provide the written evidence issued by the competent authority
such as the chamber of the commerce within 5 working days from the date of the notice of
such Force Majeure Event.

19.3 Provided that the affected Party has given notice pursuant to clause 19.2 and subject to clause
20.4 below:

(a) The affected Party may suspend performance of its obligations under this Contract to the
extent of and for the duration that the Force Majeure Event prevents performance;

(b) Neither Party shall be liable for any failure to comply with its obligations under this Contract
to the extent of and for the duration that the Force Majeure Events prevents performance;
and

(c) Unless otherwise agreed in writing, neither Party shall be obliged to make up or take any
deficiencies in deliveries to the extent any deliveries were prevented during the duration of
the Force Majeure Event.

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19.4 Notwithstanding clause 20.3 above, if the affected party is the Seller and the Seller wishes to
extend the Delivery Period or any agreed Laycan, the Seller shall request the Buyer’s consent. The
Buyer may entertain or not entertain such request for extension in the Buyer's sole discretion and,
in any event, such a request will not be entertained if the notice is received after the
commencement of the Laycan. The Buyer shall have reply within two (2) working days as to
whether it consents to the request for extension.

19.5 Without prejudice to the generality of the foregoing, if the Force Majeure Event subsists for more
than thirty (30) consecutive days the Buyer, at its sole and absolute discretion, shall have the
option to do any of the following:

(a) cancel the whole or the delayed portion of the affected shipment;

(b) allow deferment of the Seller's performance of the obligations under this Contract; or

(c) terminate this Contract,

and shall give notice to such effect to the Seller. In such event, neither Party shall hold the other
responsible for any losses it may sustain or have sustained as a result of the Force Majeure Event.
Termination of the Contract will be without prejudice to any accrued rights or remedies of the
Parties.

20 LIMITATION OF LIABILITY

20.1 Except as expressly provided in this Contract, neither the Seller nor the Buyer shall be liable for
lost profits or other business interruption damages, or special, consequential, incidental, punitive,
exemplary or indirect damages whether in contract, tort or otherwise, arising out of or in
connection with the performance, failure to perform or termination of this Contract. For the
avoidance of doubt, this limitation of liability shall not apply in the event of fraudulent
misrepresentation or in respect of death or personal injury caused by either Party’s negligence.

21 ASSIGNMENT

21.1 Neither Party shall assign any part of this contract, rights or obligations, to another party without
the prior written consent of the other. In the event of an assignment in accordance with the terms
of this clause, the assignor shall nevertheless remain responsible for the performance of this
Contract and any obligations thereunder. Any assignment not made in accordance with the terms
of this clause shall be void.

22 SANCTIONS CLAUSE

22.1 Notwithstanding anything to the contrary elsewhere in this contract:

(a) Neither Party shall be obliged to perform any obligation otherwise required by this Contract
(including, without limitation, an obligation to (a) perform, deliver, accept, sell, purchase,
pay or receive monies to, from, or through a person or entity, or (b) engage in any other
acts) if the Party would be in violation of, or exposed to punitive measures under, any laws,
regulations, statutes, prohibitions or restrictions imposed by the United States of America,

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the United Nations, the European Union, the United Kingdom, Canada, or Switzerland
and/or any other jurisdiction applicable to either Party relating to the adoption,
implementation and enforcement of economic sanctions, export controls, trade embargoes
or other restrictive measures of any type whatsoever (“Sanctions”); and
(b) Where any performance by a Party would be in violation of, or expose such Party to punitive
measures under Sanctions, such Party (the “Affected Party”) shall, as soon as reasonably
practicable give written notice to the other Party of its inability to perform. Once such notice
has been given the Affected Party shall be entitled:
(c) to immediately suspend the affected obligation (whether payment, performance or other
acts) until such time as the Affected Party may lawfully discharge such obligation; and/or
(d) where the inability to discharge the obligation continues (or is reasonably expected to
continue) until the end of the contractual time for discharge thereof, to a full release from
the affected obligation, provided that where the relevant obligation relates to payment for
Coal which has already been delivered, the affected payment obligation shall remain
suspended (without prejudice to the accrual of any interest on an outstanding payment
amount) until such time as the Affected Party may lawfully resume payment, in each case
without any liability whatsoever (including but not limited to any damages for breach of
contract, penalties, costs, fees and expenses).

22.2 Termination of the Contract:

Either Party may terminate this Contract immediately by serving written notice to the other Party
if the other Party has breached its obligations in the Contract and the breach has not been
remedied within fifteen (15) calendar days after the date on which the Party received written
notice of such breach having occurred.

23 LICENSES

23.1 The Seller must obtain at his own risk and expense any export licence or other official
authorisation, notwithstanding the same arises from a change in legislation after this Contract
has been entered into.

24 WAIVER

24.1 Failure by either Party to take action against the other in case of the other Parties’ non-
compliance with obligations or conditions set forth in this contract shall not be deemed to be a
waiver to take action for a subsequent non-compliance of the same or other obligations or
conditions.

25 ENTIRETY OF THE CONTRACT

25.1 This Contract constitutes the entire agreement between the Parties and the terms and conditions
set forth herein constitute the sole terms and conditions. No modification or amendment of this
Contract shall be effective or binding unless it is in writing and signed by both parties.

25.2 This Contract and all its terms shall be kept confidential between the Parties.

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Signed for and on behalf of Signed for and on behalf of

THE BUYER THE SELLER
______________________ PT. MAXINDO JAYA INTERNATIONAL

_______________________ _______________________
Name: Name: Mark Jude
Title: Title: President Director

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