SALES & PURCHASE

INDONESIAN STEAM COAL

CONTRACT
No. 001/HHL/AI/VII/2021

BETWEEN

BUYER
XXXXXXXXXXXXXXXXX

XXXXXXXXXXX

AND

SELLER
PT. ALLIANCE INTERNATIONAL
Jepara, INDONESIA

ALONGWITH

[Link]
PT. xxxxxx xxxxxxxxxx xxxxxxxxxx
INDONESIA

10th July, 2021

Seller Initials Contract No: Buyer Initials

001/HHL/AI/VII/2021
Page 1
 Table of Contents

1. DEFINITION................................................................................................................................................................................3
2. AGREEMENT TO SELL AND PURCHASE..............................................................................................................................5
3. QUANTITY AND SHIPMENT PERIOD....................................................................................................................................5
4. STANDARD QUALITY SPECIFICATIONS..............................................................................................................................6
5. BASE PRICE................................................................................................................................................................................6
6. PRICE ADJUSTMENT................................................................................................................................................................7
7. PAYMENT....................................................................................................................................................................................7
8. INSPECTION, WEIGHT & QUALITY DETERMINATION.....................................................................................................8
9. VESSEL NOMINATION AND SHIPPING CONDITIONS.......................................................................................................9
10. LOADING TERMS..................................................................................................................................................................10
11. NOTICES..................................................................................................................................................................................12
12. RISK..........................................................................................................................................................................................12
13. TOTAL AND PARTIAL LOSS...............................................................................................................................................12
14. TITLE AND RESERVATION OF OWNERSHIP...................................................................................................................12
15. FORCE MAJEURE..................................................................................................................................................................13
16. DISPUTES................................................................................................................................................................................14
17. ARBITRATION, GOVERNING LAW & JURISDICTION...................................................................................................14
18. LIMITATION OF LIABILITIES.............................................................................................................................................14
19. CLAIMS....................................................................................................................................................................................14
20. TAXES......................................................................................................................................................................................14
21. REMEDIES...............................................................................................................................................................................15
22. CONFIDENTIALITY...............................................................................................................................................................15
23. ENTIRE AGREEMENT...........................................................................................................................................................15
24. ASSIGNMENT & NOVATION...............................................................................................................................................15
25. LANGUAGE.............................................................................................................................................................................16
26. ANTI-CORRUPTION..............................................................................................................................................................16
27. NCNDA.....................................................................................................................................................................................16
28. CONTRACT VALIDITY.........................................................................................................................................................16
 This CONTRACT AGREEMENT is made as of this Tuesday, 18th of May 2021.

By and Between

Huihai Group Limited . a Company organized and existing under and by virtue of the laws of Malaysia with its
registered office at Unit 1111, Delta House, 3 On Yu Street, Shatin, N.T, Kowloon Hong Kong (hereinafter
referred to as "BUYER" which expression shall, unless excluded by or repugnant to the context, be deemed Oasis square, to
include its legal heirs, successors and permitted assigns)

And

PT ALLIANCE INTERNATIONAL, a company organized and existing under and virtue of the laws of Indonesia, with its
principal office at Jl Raya Tahunan-Batealit Km 8, Mindahan, Jepara 59461 Tel: +62816609963;
+62811209311 (hereinafter referred to as “[Link]” which expression shall, unless excluded by or repugnant to the
context, be deemed to include its legal heirs, successors and permitted assigns)

PT xxxxxx xxxxxx xxxxxxx, a company organized and existing under and virtue of the laws of Indonesia, with its
principal office at Jl. Xxx x xx x xxxxx xxxxx xxxxx (hereinafter referred to as “[Link]” which expression
shall, unless excluded by or repugnant to the context, be deemed to include its legal heirs, successors and permitted assigns)

WITNESSETH

WHEREAS, Buyer wishes to purchase from Seller and Seller desires to sell to Buyer Steam Coal of GAR 5800 kCal/kg,
on terms and conditions in this Agreement to be set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual promises, covenants, obligations, and the respective
undertaking of the Parties set forth herein, Seller and Buyer (collectively, the “Parties” and individually, a “Party”) agree as
follows.

1. DEFINITION
In this contract, unless the context otherwise requires, the following terms shall respectively have the following meaning:

1.1 A fraction of a cent in any calculation shall be rounded up to the nearest cent if such fraction is one half of a cent or
more, and shall be rounded up when otherwise.
1.2 A fraction of a tonne in any calculation shall be rounded up to the nearest tonne if such fraction is one half of a
tonne or more, and shall be rounded down when otherwise.
1.3 “ADB” means “Air Dried Basis”.
1.4 “ARB” means “As Received Basis”.
1.5 “Analysis Report” has the meaning set forth in Clause 8.5.
1.6 “ASTM” means American Society for Testing and Materials.
1.7 “ASTM Standards” means then current, published, applicable ASTM guidelines relating to the characteristic
referenced.
1.8 “ASTM Reproducibility” means the limits for permissible differences for reproducibility listed within the relevant
ASTM Standard.
1.9 “ATDN SHINC” means Any Time Day or Night Sunday Holidays Included.
1.10 “Barge” means a barge with capacity sufficient to hold the number of tonnes of coal for delivery from the Source(s)
or Delivery Point(s) (If the Delivery Point is different from the Source) as specified in the relevant confirmation.
1.11 "Business Day(s)" means any working day or days, other than a Saturday or Sunday or any other day on which
banking institutions in, Indonesia and Singapore are closed.
1.12 “Coal” means Steam (Non-coking) coal in bulk mined from mines in East Kalimantan in Indonesia and of the
Quality and Specifications detailed in Clause 4.0 of this agreement.
1.13 “Contract Quantity” means the quantity of the coal agreed to be purchased by the Buyer from the Seller under this
agreement.
1.14 "Consent" means any approval, consent, authorization, or other requirement that is required from any
Governmental Authority/Instrumentalities.
1.15 “Delivery Schedule” means months of August 2021 during which the shipment of Coal contemplated
hereunder has been or is to be delivered pursuant to the terms and conditions of this Agreement.
1.16 "Demurrage" means the money payable by Seller to 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.
1.17 "Despatch" means the money payable by Buyer to Seller if the Vessel completes loading before the Laytime has
expired pursuant to the relevant terms and conditions of this Agreement.
1.18 “Discharge Port” or “Unloading Point” or “Unloading Port” means a Port designated by Buyer where the vessel
can safely unload the Cargo.
1.19 “ETA” means the expected time and date of arrival.
1.20 “FOBT” means Free on Board as defined in INCOTERMS 2010 and Trimmed.
1.21 “GAR” means Gross Calorific Value (ARB).
1.22 “Geared Vessel” means Self-loading & unloading Vessel which uses its own cranes and grabs to load and unload the
Vessel.
1.23 “Gearless Vessel” means a Ship without means on board for the loading/unloading of cargo.
1.24 "Governmental Instrumentalities" means the Republic of Indonesia or Singapore, as the case may be, and any
ministry, department, political sub-division, instrumentality, agency, corporation, or commission under the direct or
indirect control of such countries.
1.25 “IMO” means International Maritime Organisation.
1.26 “Independent Inspection Agency” means a qualified independent laboratory or agent designated to perform Draft
survey, Sampling, Sample preparation, Inspection and Analysis of the Coal in accordance with the terms and
conditions of this Agreement.
1.27 "kCal" or “kcal” means kilocalorie(s) as defined in the "International System of Units".
1.28 "kg" means kilogram(s) as defined in the "International System of Units".
1.29 "Laytime" means the time available for loading cargo on mother Vessel without incurring Demurrage pursuant to
this Agreement.
1.30 “Laycan” means a specified period of time within which a Vessel must arrive at the Load Point and be ready in all
respects for loading.
1.31 “Load Point” or “Loading Point” or “Loading Port” means one safe anchorage at Muara Berau / Adang Bay or a
mutually agreed point(s) of delivery in Indonesia at which the shipment of the Coal is to be loaded by Seller on a
Vessel pursuant to this Agreement.
1.32 "Legal Requirement" means all laws, statutes, orders, decrees, injunction, licenses, permits, approvals, agreements,
and regulations of any Governmental Instrumentalities.
1.33 “Major Indonesian Holiday” shall mean Independence Day (1 Day), Idul Fitri (2 days), Idul al Adha (1 day)
Christmas Day (1 Day), New Year Day (1 Day).
1.34 “Mine" means the coal mine operated in East Kalimantan, Indonesia.
1.35 “mm" means millimeter(s) as defined in the "International System of Units".
1.36 “Non-Conforming Shipment” means not confirming to the Rejection Limits of the cargo
1.37 “Notice of Readiness” means written notice that shall be sent by the owner or the master of the Vessel to Seller and
Buyer by e-mail, fax, and telex or via load port agent as soon as the Vessel has anchored at the customary anchorage
at the nominated Loading Port.
1.38 “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.
1.39 "Pratique" means permission to do business at a port by a ship that has complied with all applicable government
regulations.
1.40 “Rejection Limit” means the quality characteristics of the coal as specified in Standard Quality Specifications, that
falls outside the specification limit set out, gives rise to a rejection right to Buyer, pursuant to Clause 9.0.
 1.41 “Standard Quality Specifications” means the quality characteristics of the Coal as specified in Clause 4.0 of this
Agreement.
1.42 “Statement of Facts” means a statement prepared by the Vessel agent and signed by the master or agent on his behalf
at the port of loading which shows the date and time of arrival of the Vessel and the commencement and completion
of loading. It details the quantity of coal loaded each day, the hours worked and the hours stopped with the reasons
of stoppages and is used as basis for calculation of demurrage and despatch.
1.43 “Tonne(s)" or “Ton” or "MT" means metric ton(s) as defined in the "International System of Units".
1.44 "US dollars" or "US$" or “USD” means the currency of the United States of America.
1.45 “Vessel(s)” means an ocean-going Vessel notified by Buyer to Seller as being the Vessel designated to take delivery
of Coal sold by Seller to Buyer under this Agreement at the loading point.
1.46 "Weather Working Day(s)" or “WWD” means a working day in which it is safely possible to load or unload a ship
with the Coal without the interference of weather at loading point / unloading point.

2. AGREEMENT TO SELL AND PURCHASE

2.1 Sales and Purchase Obligation
Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller the quantity and quality of Coal as
provided for under Clause 3.0 and Clause 4.0 respectively, at the Base Price as defined in Clause 5.0, which is to
be delivered at the loading point in accordance with the relevant provisions of Clause 11.0, and subject to
commercials agreed.

The validity of the price in this is strictly subject to the condition that the L/C is issued and received at the
counters of our Nominated Bank on or before Friday, the 21st May 2021 (within 5 days from the
date of signing of Contract). Any delay whatsoever, will tantamount to cancellation of this Contract and to
continue further the price will be renegotiated.

Seller shall have an option to issue the shipping documents, including without limitation, BL, Certificate of
Origin, with Exporter / Shipper as PT. Alliance International or IUP-OP holder or any IUP-OPK holder to be
nominated by the Seller. The confirmation of Shipper name shall be informed to Buyer 5 (five) days prior to the
ETA of the performing Vessel at the Load Port.

Buyer will do the detailed Pre-Shipment Analysis “PSA” of the Cargo available at the Jetty. Once the quality of
cargo is in conformity with the Specifications as mentioned in Clause 4, this cargo quantity available at the Jetty
will be deemed as purchased and will constitute as a part of the Contracted Quantity as mentioned in Clause 3.
Buyer will convey their acceptance of this Cargo available at the Jetty to the Seller and this quantity will not form
any basis for further Rejection.

2.2 Term
The Parties hereby agree that the term of this Contract shall be effective from 18th May 2021 and until the sale and
delivery of the contracted quantity under this Contract has been fully performed by the Parties and all the obligations
with respect to this Contract have been fully completed or until both Parties mutually agree to terminate this Contract,
whichever comes earlier.

Buyer shall purchase Coal from Seller on the basis of FOB Mother Vessel (Incoterms 2010).

Both Parties hereby agree that they shall perform their obligations pursuant to the terms and conditions as set forth
herein in accordance with the principles of trust and good faith.

3. QUANTITY AND SHIPMENT PERIOD

3.1 Quantity & Delivery Period
The Contract Quantity shall be ONE shipment of 50,000 MT + 10% More or Less 10% at Owners Option
(MOLOO) with load port laycan as Muara Berau / Adang Bay, East Kalimantan with Load Port Laycan as
4 weeks max. after receipt of Operative L/C at the counters of our Nominated Bank.
 The laycan specified above can vary by mutual agreement under factors beyond the control of the Buyer and Seller.
However, the Buyer and Seller shall endeavor to adhere to the above laycan.

3.2 Mine/Origin
The Coal is coming from the mine located in East Kalimantan, Indonesia

3.3 Basis
The Coal shall be delivered by Seller in FOBT mother vessel basis at the Loading Port and loaded into the vessel
provided by Buyer.

3.4 Shipment
Port of Loading: 1SP 1/2 SB MUARA BERAU / ADANG BAY ANCHORAGE, EAST KALIMANTAN

4. STANDARD QUALITY SPECIFICATIONS

The quality of the Coal will conform to the following typical specifications, determined in accordance with ASTM
standards:

PARAMETERS TYPICAL REJECTION

Total Moisture (ARB) 25 % No Rejection
Inherent Moisture (ADB) 8 – 10 % No Rejection
Ash Content (ADB) 6-8% No Rejection
Volatile Matter (ADB) 38~45 % No Rejection
Fixed Carbon (ADB) by Difference No Rejection
Total Sulphur (ADB) 0.8 – 1.0% No Rejection
Gross Calorific Value (ARB) 5800 kCal/kg < 5500 kCal/kg
HGI 45~50 No Rejection
Size (5-100 mm) ≥ 90 % No Rejection

According to the China Government regulations about coal import, the Parties agree to appoint PT TCRC Indonesia to
inspect the quality of five harmful elements at loading port before Buyer Charter’s the vessel (TABLE B) :

PARAMETERS TYPICAL REJECTION

Mercury (DB) ≤ 0.60 Ug/g No Rejection
Arsenic (DB) ≤ 80 Ug/g No Rejection
Phosphorus (DB) ≤ 0.15 % No Rejection
Chlorine (DB) ≤ 0.30 % No Rejection
Fluorine (DB) ≤ 200 Ug/g No Rejection

5. BASE PRICE
The base price under this agreement shall be based on the published ICI2 Index preceding to the date of signing of this
Contract on the basis of FOB Muara Berau / Adang Bay Anchorage, East Kalimantan Indonesia delivered FOBT
Vessel Geared, at Loading Port basis eight thousand metric tons (8,000 MT) per WWD SHINC loading rate

The validity of this price is strictly subject to the condition that the L/C is issued and received at the counters of
our Nominated Bank on or before Friday, the 21st May 2021 (within 5 days from the date of signing of
this Contract). Any delay whatsoever, will tantamount to cancellation of this Contract and to continue further the price
will be renegotiated.
6. PRICE ADJUSTMENT
6.1 Gross Calorific Value (ARB)
If the actual GAR Gross Calorific Value (ARB) as stated in the Analysis Report is above/below 5800 kcal/kg but
not lower than or equal to 5500 kCal/kg, then the FOB price shall be derived based on the following formula, till
rejection limit:

Adjusted FOB price = (actual GAR value x Base Price) / 5800

If the actual GAR Gross Calorific Value (ARB) as stated in the Analysis Report is below 5500 kCal/kg at the
loading port, the Buyer is entitled to reject the cargo.

6.2 No bonus and penalty will be applicable on all other parameters except Gross Calorific Value (ARB) as
mentioned in the Typical Specification.

6.3 A fraction of cent in any calculation shall be rounded up to nearest cent if such fraction is one half a cent or more,
and shall be rounded down when otherwise.
A fraction of a metric ton (MT) in any condition shall be rounded up to nearest cent if such fraction is one half a
cent or more, and shall be rounded down when otherwise.

6.4 The Analysis Report issued by Independent Inspection Agency at Load port which is PT TCRC INDONESIA
shall be binding for all other parameters

7. PAYMENT
7.1 The BUYER will open an Irrevocable, Confirmed Letter of Credit (“L/C”) payable 100% in value at Sight by
Negotiation at the counters of the Negotiating Bank (our Nominated Bank as below). The said L/C should be
received at the counters of our Nominated Bank on or before Friday, the 21st May 2021.
Name of Beneficiary : PT Alliance International
Address of Beneficiary : Jl Raya Tahunan-Batealit Km 8, Mindahan, Jepara 59461
Indonesia
Beneficiary’s Bank : PT Bank Mandiri (Persero) Tbk
Beneficiary’s Bank Address : KC Jakarta Kebon Sirih, Jl. Tanah Abang Timur No. 1-2,
Jakarta 10110, Indonesia.
Beneficiary’s Account No. (USD) : 121.000.987.8855
SWIFT Code : BMRIIDJA

7.2 The documents shall be presented for negotiation at negotiating bank’s counter within 15 (FIFTEEN) working
days from the date of Bill of Lading. The Expiry of the L/C should be 45 days after the Latest shipment date as
mentioned in the L/C at Indonesia. TT reimbursement should be allowed

7.3 The Letter of Credit must allow any escalation/de-escalation in the Total amount of the Credit and the quantity, as
per the Invoice Value in accordance with the Price Adjustment Clause and/or Invoiced amount without requiring
any amendment on our part.

7.4 Third Party documents are acceptable in the LC except Seller’s Commercial Invoice and Draft (Bills of Exchange)

7.5 Charter Bill of Lading is allowed.

7.6 Partial Reimbursement and Partial shipment is not allowed.

 7.7 Documents required for payment
a) One (1) original and three (3) copies of Certificate of Origin (Form E) issued by the relevant Indonesian
Government authority
b) One (1) original and two (2) copies of Seller’s Commercial Invoice setting out the total quantity of coal
shipped, the price of shipment of coal under Clause 5.0, details of calculation showing price adjustment
made under Clause 6.0, Bill of Lading number, Bill of Lading date, Contract number,
L/C number and the name of the Vessel
c) Three (3) originals and three (3) non-negotiable copies of “Clean on Board Bills” of Lading made out to
order and blank endorsed by Shipper, notifying as per Buyer’s instruction, marked “Freight payable as per
Charter Party”.
d) One (1) original and two (2) copies of Certificate of Sampling and Analysis issued by mutually agreed
Independent Inspection Agency at Loading port.
e) One (1) original and two (2) copies of Certificate of Weight issued by the mutually agreed Independent
Inspection Agency at Loading Port.
f) One (1) original and one (1) copies of Certificate of Draft survey issued by the mutually agreed
Independent Inspection Agency at Loading Port.
g) One (1) original and three (3) copies of Certificate of Origin issued by the mutually agreed Independent
Inspection Agency at the Loading Port.
h) An undertaking stating that copy of one (1) set of Non-negotiable Shipping documents has been sent by the
Seller to the Buyer by email or fax for Custom and port clearance within seven (7) days from the B/L date.

8. INSPECTION, WEIGHT & QUALITY DETERMINATION

8.1 On Buyer’s pretext, the Parties mutually agree to appoint PT TCRC Indonesia as an Independent Inspection
Agency (“IIA”) to carry out Quality and Weight inspection at the Loading Port, which will form the basis for all
calculations in Seller’s Commercial Invoice and payments. The cost of quality and quantity inspection of the PT
TCRC INDONESIA at Loading Port shall borne by the Seller.

8.2 Shipment Weight & Draft Survey:

The shipment cargo weight for shall be determined and calculated to the nearest metric ton (MT) using draft
survey methods by independent draft surveyors at the loading port of Seller. The draft survey will determine the
actual weight, which shall be conducted by PT TCRC INDONESIA. The independent surveyor PT TCRC
INDONESIA shall provide the Certificate of Weight for the total weight of the shipment cargo quantity as loaded
on to the mother vessel. The cargo weight so determined shall be final and binding on both, the SELLER and
BUYER, for the all purposes of this contract, and shall form the basis of weight in the Bill of Lading and Seller’s
Commercial Invoice to the Buyer. The costs of such draft surveys conducted at the loading port of Seller shall be
to the account of SELLER.

8.3 Shipment Sampling for Quality Analysis:

The sampling analysis to determine the quality of the coal in the said shipment shall be conducted at the loading
port by PT TCRC INDONESIA, who will then issue the corresponding Certificate of Sampling and Analysis for
each shipment by based on the quality loaded on to each of the barges, as well as the final test report of the entire
cargo that has been loaded on to Buyer’s nominated vessel at the sea anchorage port of Seller’s loading port. Such
coal quality determination shall be final and binding upon both, the SELLER and the BUYER, for all purposes of
this contract, and shall form the only basis for Seller’s final Invoice to the Buyer, subject to clause 8.4. The cost of
such sampling shall be to the account of SELLER.

8.4 Analysis Splits

A composite sample of coal representing the shipment will be jointly collected by PT TCRC INDONESIA and
Seller’s Representative. Each sample shall be divided into three (3) parts in accordance with the then
published latest ASTM standards and placed in separate air tight containers. One (1) part of each sample will be
handed over to the Independent Inspection Agency and one (1) part shall be handed over
 to Seller’s Representative at Load port and one(1) part shall be retained by the PT TCRC INDONESIA
as Umpire Sample for Thirty (30) days from the date of shipment.

8.5 The Seller’s Representative will separately submit to the Seller all Analysis Reports pertaining to this shipment. In
case of a difference of more than 50 basis points in Gross Calorific Value (ARB) or a deviation of more than the
allowable reproducibility limits set as per ASTM standards for other parameters in the Final Certificate of
Analysis Reports submitted by PT TCRC INDONESIA, then the Seller reserves the right to disapprove such
analysis results and may opt for Umpire Sample to be analyzed for final conclusion.

8.6 Umpire Sample Analysis

In the event of a dispute regarding the certified analysis report at the loading port, upon request of either party, the
Umpire Sample will be sent for analysis to another new Independent Inspection Agency, apart from PT TCRC
INDONESIA, having ASTM testing method laboratory in a third country. The cost for such Umpire sample
analysis shall be borne equally by both parties. The result of such umpire sample analysis shall be final and
binding on both parties and shall be used to determine quality and price adjustments pursuant to Clause 4.0 and
Clause 6.0.

9. VESSEL NOMINATION AND SHIPPING CONDITIONS

9.1 Nomination
The Buyer to nominate, at least 10 (Ten) days prior to the mother vessel’s estimated time of arrival (“ETA”), the
performing vessel for Seller’s approval which is not to be unreasonably withheld unless the vessel’s specification
does not match the specifications agreed to in this Agreement. The vessel must be less than 20 years old of age.

The Seller will confirm the nominated vessel within 1 working day or provide reasonable grounds for rejecting
Buyer’s nominated vessel, which acceptance should not be unduly withheld.

The nominated vessel shall be geared and grab-fitted vessel with minimum cranes 4 x 30 tons and grab 4 x 10
CBM grabs, and having fully workable hatches and holds, supported with ISM code certificate with maximum of
20 years of age unless otherwise mutually agreed. The vessel nomination will contain the following details:

 Name and former names (if applicable)

 IMO Number and specifications of Vessel
 Year built, flag, class and classification society
 LOA, BEAM, DWT + Draft
 Number of Holds and Hatches
 Demurrage/Despatch Rate
 Vessel’s full itinerary including estimated time of departure at the last port and estimated time of
arrival at the Load Point (for performer vessel only); and
 Expected cargo intake
 Freight rate

The Buyer shall provide a copy of Charter Party contract of the nominated vessel to the Seller within 3 working
days after vessel is nominated.

Should the Vessel fail to arrive on the agreed laycan, the Buyer shall be responsible for any barge demurrage and
detention charges levied to the Seller or any other cost incurred to the Seller.

9.2 Notices
At the Loading Port, Buyer shall appoint a Port Agent nominated by the Seller, for its vessel to report its ETA to
the Loading Port authority with a copy to the Seller. Master shall send to the Load Port authority at least seven (7)
days, five (5) days, three (3) days, two (2) days and twenty four (24) hours notices of ETA at Load Port prior to its
arrival and any deviation of more than twelve (12) hours; and then every day thereafter to report the vessel's
performance.
 With the 5 (five) days ETA notice, the Master will provide a Final Stowage Plan and loading sequence. Seller is to

guarantee 1 safe berth/safe anchorage always afloat, always accessible at load port.

10. LOADING TERMS

10.1 Loading Rate
Seller to load the cargo at the rate as indicated below:

Bulk cargo loading rate : 8,000 MT PWWD at Adang Bay, East Kalimantan

Rate is per WWD of 24 consecutive hours SHINC, exclude eight Major Indonesian Holidays.

The above rate is subject to vessel having minimum cranes of 4 x 30 tons and grab 4 x 10 CBM grabs, in good
working conditions and always available.

10.2 Notice Of Readiness (NOR)

Valid Notice of Readiness (NOR) shall be tendered to Seller in writing by email ATDN SHINC- excluding eight
Indonesian major holidays (listed as: Idul Fitri — 2 days, IdulAdha — 1 day, Independence day — 1 day, Election
day – 1, Good Friday -1 day, Christmas day — 1 day, New Year’s day — 1 day) after the Vessel has arrived at the
Loading Anchorage provided the Vessel is in all respects ready to load.

10.3 Laytime
For vessels arriving and tendering NOR, before or after the agreed Laycan Period, berthing and loading shall be
subject to the availability of berth and Coal.

If vessel tender’s NOR prior to agreed laycan, the Seller shall endeavour, but is not obliged to load the cargo onto
the vessel prior to laycan.

For vessel tendering NOR after the agreed laycan, laytime will start at commencement of loading. Actual time
used to count.

Laytime starts to count 12 hours after tendering valid NOR. If loading is sooner commenced, actual time used
until commencement of laytime to count as laytime.

In the event of any breakdown occurred to the cranes and/or grabs, the laytime shall be counted based on pro-rated
basis of each number of cranes and/or grabs working.

Laytime shall cease counting upon completion of loading.

The arrived vessel shall commence loading in accordance with the instructions of Loading Port’s authority.

Exclusions from laytime:

Any time lost by reason of any of the following shall not be counted as Laytime or for Demurrage:

 Time spent for Customs/Quarantine Bureau/Port Authority, Pilotage from anchorage area to berth,
mooring, or crossing river mouth,
 If on berthing the vessel is found not ready in all respects, time lost from discovery till vessel ready
to load,
 Time lost due to causes attributable to Vessel, Vessel owners or Buyers,
 Time spent in opening and/or closing hatch covers,
 Breakdown or failure of the Vessel to comply with the requirements or regulations of the Loading Port
causing delay or restriction to loading operations,
 Cleaning and inspection of the vessel’s holds,
 Any other delay attributable to the Vessel or Vessel’s Agents, including all time taken for Initial &
final Draft Surveys,
 Any time lost due to force majeure,
  12 hrs to be given for Documentation on board (Export Documentation).

Any time spent to wait for the loading cargo after laytime commencement should count as laytime, unless the
waiting has been caused by negligence of Buyer’s vessel or adverse weather conditions which prevented the
loading operations, all such waiting caused by the vessel or weather conditions to be immediately brought to the
notice of the Buyer, vessel owner, vessel agents and also documented and incorporated in the statement of fact.

Once on Demurrage always on demurrage to apply, except for the exclusions as mentioned in this agreement.

10.4 Demurrage & Despatch Money

If the Seller fails to load the vessel provided by the Buyer within the laytime allowed, calculated from the
guaranteed rate of loading then demurrage shall be paid by the Seller to the Buyer for all time lost after expiration
of allowable laytime at the rates as per nomination per 24 (twenty-four) hour day or pro-rata for part thereof.

The daily demurrage rate expressed in US Dollars shall be declared by the Buyer at the time of vessel nomination
and be in accordance with the Charter Party and in line with the market. The Despatch rate is equivalent to half of
the Demurrage rate.

Settlement of Demurrage / Despatch will be done through the TT by separate Debit/Credit Note, within 15 days
after completion of loading.

Port agents will be appointed by Vessel owners subject to Seller's approval which will not be unreasonably withheld.

10.5 Dead Freight

Vessel’s master/Buyer/ Agents shall intimate the tentative intake seven (7) days prior to ETA (Expected Time of
Arrival), and Final Stowage Plan five (5) days prior to ETA of performing vessel at the Load Port. The exact SF
(Stowage Factor) shall be based on the accurate loading factor (loading factor) provided by the Seller five (5) days
before the ship is expected to arrive at the port of loading. In the event the Seller fails to provide full quantity as
per declared by Master amount, the Seller shall pay dead freight which shall be calculated by multiplying the short
quantity by the freight of the nominated to the Seller except in the case that the short quantity is occurred by
Buyer’s / Master’s decision but confirmation by both parties in writing.

For the settlement, Buyer shall provide such dead freight claim invoice from Owner. If there is a claim for
demurrage or dead freight, the seller has the right to request a copy of the charter party (vessel contract).

In absence of a stowage plan from vessel’s captain as per the prescribed time period above, the dead freight shall
be to the account of Buyer.

Settlement of Dead Freight will be done through the TT by separate Debit/Credit Note, within 15 days after
completion of loading.

10.6 Stevedore
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 damage done by stevedores during loading at loading port shall be notified by the master to stevedores at the
time of occurrence and also to owners’ agents and the charterers or their agent in writing latest within 24hours of
such occurrence or as soon as possible thereafter but not after the vessel has sailed from the loading port. Master
shall endeavour to obtain written acceptance from the stevedores giving the details of the damage which are not
settled immediately after occurrence. Master will endeavour to obtain a written acknowledgement in writing by the
sellers’ representative at the loading port.

Stevedore’s damage to be settled directly between owners and stevedores. The Seller shall make endeavours to
assist vessel owner to settle the stevedoring damages. In case Master/Vessel owners and
 Stevedores are not able to reach amicable settlement, a third party Independent surveyor shall be jointly appointed
by Buyers and Sellers on cost sharing basis. Based on the findings of the Surveyor, Seller shall be responsible for
the Stevedore’s obligations and Buyer shall be responsible for Master’s obligations.

11. NOTICES
Any notice required or permitted by this agreement shall be in writing and in the English Language and may be delivered
personally, air couriered or may be sent by facsimile, e-mail or prepaid registered mail, addressed to the parties, as below:

BUYER:

Company Name : XXXXXXXXXX

Address : XXXXXXXXXXXXXXXXX
Telephone : +XXX XXXXX
Fax : +XXX XXXXX
E-mail : XXXXXX@xxxxxxcom
Represented By : XXXXXXXX
Title : XXXXXXX

SELLER:

Company Name : PT Alliance International

Address : Jl. Raya Tahunan-Batealit Km. 8, Mindahan, Jepara 59461 Indonesia
Telephone : +62816609963; +62811209311
Fax : +62 291 0000 0000
E-mail : sharad188@[Link]
Represented By : Mr Sharad Chandra Sharma
Title : Director

12. RISK
All risk of loss or damage to the Coal shall pass from Seller to the Buyer, when coal passes the ship rail at the loading port.

Should the Buyer exercise its right to reject the Coal in accordance with clause 4 (Specifications), the risk in respect of such
Coal shall automatically revert to the Seller as if risk in respect of such Coal had never passed to the Buyer.

13. TOTAL AND PARTIAL LOSS

In the event of total or partial loss or damage of the Coal during transport after risk in respect of the Coal that has passed
from the Seller to the Buyer (as set out in clause 12), final settlement for the Coal that has been lost or damaged shall be
made based on the Bill of Lading weight and at the time it would ordinarily have become due for payment in accordance
with the terms of this Agreement.

14. TITLE AND RESERVATION OF OWNERSHIP

Title of the Coal shall pass from the Seller to the Buyer upon full settlement of the payment as per the contract.

Notwithstanding the above, till the passing of the title, the Buyer shall have the right to use or to sell the Coal in the
ordinary course of business. However, the Buyer shall not be allowed to perform any other acts of disposition, including
but not limited to the binding of the Coal for third parties by means of pledging or transfer of ownership for security or
otherwise.

The Buyer shall insure the Coal against customary risks for its account.
15. FORCE MAJEURE
In the event of Force Majeure (as defined in this clause), performance of the obligations of both Seller and Buyer will be
suspended until after the end of the Force Majeure event. If the Force Majeure lasts longer than 30 days, either party shall
be entitled to terminate, by means of a written declaration and without court intervention, whole or part of the Agreement.
In case of Force Majeure Buyer and Seller shall not be liable for any losses suffered as a result thereof by the other Party or
its business relations.

A Force Majeure event is deemed to exist if the performance of a contractual obligation (other than the payment due in
relation to deliveries and/or services already made) of either the Seller or the Buyer is or will be wholly or partly prevented
or impeded by any cause whatsoever beyond the reasonable control of that Party provided that Party cannot be reasonably
required to accomplish the performance of its contractual obligations, regardless whether such causes or circumstances
could have been foreseen at the time when the Agreement was entered into.

A Force Majeure event includes but is not limited to strikes, lock-outs, labour disputes, sabotage, storm, floods and other
natural phenomena, explosion, accidents, fire, war or acts of war, international conflicts, civil commotion, riot, insurrection,
piracy, terrorism, blockade, epidemic, quarantine, embargo, mobilization, non-delivery or incomplete delivery from one or
more suppliers or delayed delivery from one or more suppliers or delivery of material with incorrect specifications/ quality
from one or more suppliers, shortage of suitable transportation or loading facilities, loading hindrances or delays, shortage
of energy or raw materials, operational difficulties, export restrictions or prohibitions, institutions of quota and/or other
measures or acts of any government, international organisation or agency thereof.

Should any such event occur, the Party affected by the Force Majeure event shall as soon as practicable notify the other
Party in writing of the event causing the failure and shall with reasonable diligence furnish all available information on the
cause of the event and estimate the time required to remedy the event.

If the Buyer is the Party affected by the Force Majeure event, the Buyer shall nevertheless be obliged to receive, purchase
and pay for any shipment which, at the time the Seller received the notice of Force Majeure event was in the process of
being loaded, or which had been loaded, aboard a vessel for delivery in accordance with this Agreement.

Notwithstanding anything to the contrary set forth in this clause, any failure by the Buyer to obtain the necessary permits,
licences or authorisations to perform its obligations under this Agreement shall not constitute a Force Majeure event for any
purpose under this clause.

Nothing herein shall require the Buyer or the Seller to make any settlement or arrangement with any labour union, supplier
or other party which Buyer or Seller respectively deems inadvisable.

The provisions of this clause will apply notwithstanding any delay of performance of either Party at the time the Force
Majeure becomes operative.

In the event of reduction of quantity or change of quality of the Coal shipped by the Seller's supplier due to a Force
Majeure event, the Seller may, at the Seller's sole option, equitably allocate his available supplies from the mine named in
this Agreement to all his affected commitments and reduce the total quantity of Coal to be supplied to the Buyer without
any liability. Equitable allocation may include, at the Seller's sole option, allocation to full shipment sizes and cancellation
of other full shipment sizes. If the allocation results in a reduced shipment size being available for the Buyer, the Buyer
shall have the option to either accept the parcel available for him against reimbursement to the Seller of any and all extra
cost that Seller incurs in the delivery of such reduced parcel, or to cancel the delivery altogether.

For the avoidance of doubt, the Parties irrevocably and unconditionally accept, acknowledge and agree that, in the event the
Seller is not the producer of the Coal covered by this Agreement, the occurrence of a Force Majeure event, which effects
the ability of the producer or other third party from which the Seller is sourcing the Coal to supply to the Buyer, shall be
deemed to be a Force Majeure event effecting the ability of the Seller to perform its obligations under this Agreement.
16. DISPUTES
Disputes, of whatever nature, do not entitle the Buyer to withhold payment of any amount due to the Seller.

17. ARBITRATION, GOVERNING LAW & JURISDICTION

17.1 Governing Law
This Agreement shall be governed by, interpreted, and construed in accordance with the laws of Republic of
Indonesia. The construction of this Agreement shall exclude any rights under statutory provisions conferring rights
under a contract on persons who are not parties to the Agreement and also exclude the United Nations Convention
on Contracts for the International Sale of Goods dated 11 April 1980.

17.2 Dispute Resolution

Any dispute, controversy or claim 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 under the
Arbitration Rules of the Republic of Indonesia for the time being in force, which rules are deemed to be
incorporated by reference in to this clause. The seat of arbitration shall be Indonesia. The tribunal shall consist of
one arbitrator to be appointed as per the applicable Law. The language to be used in the arbitration shall be
English. The Parties waive irrevocably their right to any form of appeal, review or recourse to any state court or
other judicial authority.

The Parties hereby agree that any dispute arising under this Agreement shall be referred to arbitrator(s) within 30
days of the bill of lading date. For the avoidance of doubt, it is hereby clarified that it is not the intention of the
parties that upon completion of such contractually agreed limitation period the parties are open to institute
proceedings before any court of law”

18. LIMITATION OF LIABILITIES

The Buyer assumes all risks involved in the use of the Coal sold hereunder and declares to be aware that the Coal may
become, by chemical reactions or otherwise, directly or indirectly, hazardous to life, health and properties, by reason of
inflammability, explosion or other similar or different reasons, during the transportation, handling, storage, removal, use,
disposal or any other possible events, Seller will not be responsible. The Seller warrants the Coal will conform to the
specifications mentioned in this Agreement and that the Seller will sell and deliver the Coal to the Buyer free and clear of
any liens, encumbrances and other claims of third parties.

19. CLAIMS
Any claim that either Party may have due to any occurrence, must be made by written notice to the other Party within 15
calendar days after such occurrence; otherwise any such claim shall be deemed to have been waived.

All claims shall be executed in writing and both Parties agree to acknowledge such claims by written acceptance thereof.

Either Party shall be responsible for all Cost of Damages and Legal Cost in the event that either the Seller or the Buyer
cannot perform the contract after official legal contract is signed.

20. TAXES
The Seller shall pay all taxes and duties, fees incurred at loading port related to the performance of this contract. All port
costs related to the Vessel are on Seller’s account, including but not limited to freight tax (if any), wharfage (if any),
custom clearance and customs charges.
21. REMEDIES
21.1 The Seller may terminate this Agreement with immediate effect by giving written notice to the Buyer:
 If the Buyer become insolvent or is deemed to become insolvent under the laws of the jurisdiction where
it was established, or enters into any scheme of arrangement (or its equivalent) with its creditors in any
jurisdiction.
 In the event of any material breach by the Buyer of any of its obligations set out in this agreement; and/or
 If the Buyer deals directly, or attempts to deal directly, with any of the Seller’s Suppliers;

Any termination of this Agreement shall entitle the Seller to cancel with immediate effect all existing and future
orders of Coal, howsoever arising, from the Buyer, without incurring any liability to the Buyer or any other person
whatsoever and howsoever arising. This clause 21.1 shall supersede any other provision of this Agreement, as
well as any other contract entered into between the Seller and the Buyer, whether before or after the date of this
Agreement, to the extent of any inconsistency.

21.2 Remedies provided under this agreement shall be cumulative and in addition to other remedies provided by law

22. CONFIDENTIALITY
Each Party hereby agrees to treat the existence and terms of this Agreement as confidential. Notwithstanding the foregoing,
each Party may disclose this Agreement to its affiliates, its and their professional advisors, auditors, potential investors,
existing or prospective lenders, succeeding entities and to prospective transferees or assignees who, in any such case, have
agreed to be bound by these confidentiality provisions or are otherwise bound to keep such information confidential.

23. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Buyer and the Seller with respect to the subject matter herein
and supersedes all previous writings, understandings, negotiations, representations or agreements with respect thereto,
except where provided otherwise.

This Agreement shall only come into force after being signed by both the Buyer and the Seller. Any amendments to this
Agreement shall be in the form of an addendum to the Agreement and shall come into force only after both Parties will
have signed the addendum, where after it will form an integral part of this Agreement.

In spite of the foregoing and notwithstanding the Buyer's obligation to return the Agreement duly signed, the Buyer's
nomination of a performing vessel shall signify binding acceptance of all the terms and conditions of this Agreement, even
if the Buyer has not executed this Agreement.

Each provision of this Agreement is severable and distinct from the others and if any provision is, or at any time becomes,
to any extent or in any circumstances invalid, illegal or unenforceable for any reason that provision shall to that extent be
deemed not to form part of this Agreement but the validity, legality and enforceability of the remaining parts of this
Agreement shall not be thereby affected or impaired, it being the Parties’ intention that every provision of this Agreement
shall be and remain valid and enforceable to the fullest extent permitted by law.

Except as provided otherwise herein, provisions of Incoterms 2010 shall apply.

EDT (Electronic document transmission) shall be deemed to be valid and enforceable in respect of the provisions of this
contract. Either party has right to request an original copy of any electronically transmitted document.

24. ASSIGNMENT & NOVATION

Neither this Agreement nor the rights and obligations arising out of it may be assigned, delegated or otherwise transferred
by either the Buyer or the Seller to any third party without the other Party's prior written consent, which consent shall not
be unreasonably withheld. Despite the foregoing, either Party is allowed in principle to assign
 its rights and obligations to an affiliated company, provided the creditworthiness of the affiliated company is acceptable to
the other Party. The Seller may without the prior approval of the Buyer assign by way of security to its financiers, all of its
rights, title and interest in and to this Contract and all monies, claims and amounts accruing to the Seller out of or in
connection with this Contract.

The terms and conditions of this Agreement will be binding upon and inure to the benefit of the Parties’ respective
successors and assigns.

25. LANGUAGE
All communications between the Buyer and the Seller with regard to this Agreement shall be in the English language.

26. ANTI-CORRUPTION
The Buyer and the Seller agree and undertake that in connection with this Agreement, they will comply with all applicable
laws, rules, regulations, decrees and/or official government orders applicable to the Parties relating to bribery and money
laundering. Either Party may terminate this Agreement by written notice to the other at any time, if the other Party is in
breach of any of this provision.

27. NCNDA
All terms and conditions mentioned in this Sale & Purchase Agreement Contract come under the ICCI 500 “non-
circumvention and non-disclosure agreement” and is governed by its rules and regulations, including all its terms and
conditions. Therefore, it is fundamental and binding on both parties and/or any of their nominees, affiliates, employees,
agents, associates, suppliers, and any other third party, involved directly or indirectly, not to disclose any or all the terms
mentioned herein and/or thereof, to any person, supply source, body, institution, competitor, or any other third party, except
in so far as disclosure is necessary for the effective performance or by the written consent of the other party. Both parties
agree not to use any other third party to circumvent the NCND conditions. Both parties agree to maintain and abide by their
respective obligation as mentioned herein.

Should either party or the Buyer or their nominee or affiliates, or associates or employees, or agent or supplier or any other
third party violate any of the Non-Circumvention & Non-Disclosure Agreement conditions or in any way, directly or
indirectly, try to circumvent the Seller or his nominees or associates or coal mine source, then the afflicted party or Seller
has the right to claim financial compensation amounting to 100% (One Hundred Percent) the expected and accumulated
business value and profit the afflicted party would have otherwise enjoyed had not this circumvention and or disclosure
taken place.

This non-circumvention and non-disclosure (NCND) has been agreed by both parties and their affiliates, assignees and
third parties, that it shall be valid and remain effective for a period of one (1) year from the date of signing of this contract,
and shall be automatically extended for another one (1) year, unless otherwise explicitly terminated by either party in
writing, 10 days before the expiration of the NCND tenure.

28. CONTRACT VALIDITY

a) This contract is valid from the date of signing by Buyer and Seller till the satisfactory completion and execution of
all rights, obligations, responsibilities, duties, of both parties as mentioned in the term and conditions of this Sale
& Purchase contract.
b) Any changes made to the terms and condition of this contract must be only in written form and added as an
addendum to this contract after due agreement, signature and date, by both parties, and such amendments shall be
considered as an integral part of this original contract.
c) This contract shall be considered legal and binding on both parties upon their signatures being placed on the email
scanned copies and upon receipt of the counter signed copies of similar scanned email copies by both parties.
d) The Original hard copies of this Purchase & Sale Contract document should be signed by both parties in each
other’s presence latest before the nomination of vessel for the first shipment is commenced, without
 any changes to the Sale & Purchase Contract duly signed and exchanged via scanned email by both parties.
e) The ICCI 1993 revision, publication 500/600/700, UCP (latest version) shall apply to this contract as well as
INCOTERM 2000 as published by International Chamber of Commerce.

By signing below the Parties hereby enter into this Agreement and agree to abide by all the terms and conditions mentioned
herein in this agreement.

In witness thereof, the Seller and the Buyer affix their respective signatures and company seal, accepting all the terms and
conditions mentioned in this Sale & Purchase Contract, which becomes effective and legally binding hereinafter.

For & Behalf of SELLER For & Behalf of BUYER

PT Alliance International XXXXXXXXXXXXX

SHARAD CHANDRA SHARMA XXXXXXXXXXXX

President Director Director

Witness Witness
PT Alliance International PT xxxx xxxx

ONNY SALEHOEDDIN XXXXXXX

Click here to enter text. Director