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SALES AND PURCHASE AGREEMENT

This agreement is made on <date> <month> <year>, and entered into between: THE SELLER Company Address Telephone Fax Represented by Designation Email : : : : : : : AND THE BUYER Company Address Telephone Fax Represented by Designation Email : : : : : : :

WHEREAS, the parties mutually accept to refer to the General Terms and Definitions as set out by the INCOTERMS Edition 2000 with latest amendments, having the following terminology fully understood and accepted. AND WHEREAS, the parties mutually desire to execute The Agreement which shall be binding upon, and to the benefit of the parties, successors and assigns, in accordance with the jurisdictional law of the negotiated and fully executed contract with terms and provisions hereunder agreed upon. Appendices and Addenda to the contract: Appendix A: Product specification. Appendix B: Delivery schedule. DEFINITIONS Commodity Is referred to as being Diesel Gas Oil, which the specification detail is in the Appendix A, which is an integral part of this Agreement.
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Day Means calendar day unless differently specified. Delivery Date The date mutually accepted by both the Seller and the Buyer as the date on which the nominated End-Seller has ascertained the quantity and quality of the product pumped into the Buyers Storage Tank/Bunker. Execution Date The date on which the Seller and the Buyer receive their respective copies of this agreement, or as may indicated otherwise in The Agreement. Month Means Gregorian calendar month Metric Ton (MT) A measure of weight equivalent to 1,000 kg mass, in volume 1180 liters. ASTM American Society for Testing and Materials, is the institute, internationally recognized, that approved all standard, tests and procedures used in the oil industry and to be referred in the contract to the latest revised edition with amendments in force to date. CLAUSE 1 SCOPE OF THE CONTRACT The Seller and the Buyer, under full corporate authority and responsibility, respectively represent that the Seller is a lawful owner of the commodity by virtue of contract and/or appointment as Sellers Mandate, in quantity and Quality as hereunder specified and the Buyer has full capability to purchase the said commodity. This contract may be assigned, in its total or partial performance, to any other company that assumes its terms and conditions, as agreed upon between the Seller and the Buyer. CLAUSE 2 COMMODITY Referred to as being Euro 2M Diesel Gas Oil, which specification are detailed in the Appendix A which is an integral part of this Agreement. The Diesel Gas Oil stated is Euro 2M specification (as per appendix A).

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CLAUSE 3 QUANTITY The total contractual quantity of the commodity sold and purchased under this agreement is 25,000 MT per month x 12 month, and partial shipment is allowed. The Buyer can carry the cargo partially based on the vessel capacity and minimum quantity per shipment should be accepted by Seller. CLAUSE 4 DELIVERY The delivery shall commence within one (1) calendar day after Buyer transmits SWIFT MT103 and received by Seller. Port of Loading: <port name>, Malaysia. CLAUSE 5 QUALITY For the full duration of the Agreement, the Seller guarantee that the quality of the product sold shall conform to the guaranteed specifications as reported on Appendix A which constitutes an integral part of this agreement. CLAUSE 6 PRICE The price is USD 900.00-/MT FOB <port name> Malaysia (NET) In the event of a price increase or decrease, a mutual review between both parties will be held to determine the final agreed price. Price will be reviewed every month. CLAUSE 7 PROCEDURE OF THE TRANSACTION 7.1 Buyer and Seller will show to each other the copy of Bank instrument that content amount of fund ready for the transaction and the copy of DIP test. Seller and buyer will sign the Sales Purchase Agreement/Contract. Seller will send the copy of any document to show that Seller has quota for the Product with its contract/quota number to Buyer. The Buyer will inform Q-88 to Seller for approval. The Seller will issue the Certificates of Readiness through the Refinery to Buyer.
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7.2 7.3 7.4 7.5

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Contract Number: 7.6 7.7

The Buyer will transmit SWIFT MT103 to Seller to cover the first shipment as 25.000 MT. Shipment will commence one (1) days after payment received by Seller.

CLAUSE 8 PAYMENT

8.1
8.2

8.3

Buyer will transmit SWIFT MT103 to Seller to cover each shipment as 25.000 MT per month x 12 month. Each party hereto will bear its respective banking cost/charges. It is open to discuss before the SPA signed if there is any other payment system to suggest.

CLAUSE 9 QUANTITY INSPECTION / QUALITY DETERMINATION The Seller and the Buyer mutually agree that an international recognized first class independent Surveyor Company shall be appointed at designated loading port, to assess the quality and quantity of the cargo according to the provisions herein stated. The Buyer will pay the inspection fee, as per Surveyors invoice at port of discharge. Quantity and quality assessments, conducted by the appointed Surveyor Company, shall be in accordance with methods and procedures usually used in the oil industry practice shall, at all times, strictly comply with revised ASTM/IP International standards and procedures in force on the date of compliance. CLAUSE 10 TAXES, OBLIGATIONS AND IMPORTS The Seller shall pay all duties and taxes of any kind whatsoever related to the performance of The Agreement and collected up to the nominated discharge port. The Buyer shall pay all land any taxes, duties, related to the performance of the Agreement and collected beyond the Destination Countrys territorial waters. CLAUSE 12 LIABILITY EXEMPTIONS When failure or delay of The Agreement is caused by Force Majeure: Acts of God, strikes, fire, floods, wars (whether declared/undeclared) riots, destruction of the materials, delays of carriers due to break down or adverse weather, perils of embargoes, accidents, restrictions imposed on by any Governmental authority (including allocations, requisitions, quotas and price controls), both parties are exempted from any liability.
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No reduction or suspension in the deliveries or receipt of the Product due to any of the reasons set forth above, shall extend the term of The Agreement or cause termination in the said agreement. However, either party to The Agreement may terminate this agreement by written notice to the other if any of the aforementioned circumstance(s) persist for more than thirty (30) days, without prejudice to any sums owing by either party to the other party. A certificate issued in original by a competent recognized authority shall be deemed as sufficient proof for the claim of Force Majeure and for its duration. CLAUSE 13 BREACH Notwithstanding Clause 4 herein, in case of failure of the Seller or the Buyer to comply with any of the obligations set forth in this Agreement, the non-defaulting party, without prejudice to any other recourse(s) available to them, to consider such failure as a breach of the contract and to terminate the same, or to unilaterally suspend its performance until such is corrected, and in both cases, may claim direct damages for the breach of this contract, to the extent allowed by the terms and conditions of the Agreement. CLAUSE 14 ARBITRATION All disputes arising in connection with The Agreement shall firstly be settled amicably. Should no agreement be reach by the parties, and then the case shall be brought for final settlement under the rules of Conciliation and Arbitration of the International Chamber of Commerce at <place agreed by Seller and Buyer> by one or more arbitrators appointed in accordance with the said Rules. In the event of Arbitration, each party shall appoint one arbitrator, with a third appointed by an independent party. Nothing in The Agreement shall be construed to prevent any Court having jurisdiction from issuing injunctions, attachment orders or orders for other similar relief in aid of any arbitration commenced (or to be commenced) pursuant to this section. Neither party shall fail to comply in a timely way with the obligations of this part to be performed in a pursuance to The Agreement although a dispute has arose and proceeded to arbitration. Findings as assessed by arbitration will be final and binding on both parties without any possibility of recourse. CLAUSE 15 GENERAL
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The Agreement contains the entire understanding between the parties with respect to the transactions contemplated herein and can only be amended by written agreement, and any prior agreement written or verbal, shall be superseded by the Agreement. The articles and other headings in the Agreement are for convenience only and shall not be interpreted in any way to limit or change the subject matter of the Agreement. All signed appendices, annexes and supplements shall constitute an integral part of the Agreement. Grammatical mistakes, contradictions. typing errors, if any, shall not be regarded as

Any information contained herein shall be kept confidential, and shall not be subsequently disclosed to third parties or reproduced in any way, except to third parties who are necessary to the implementation of the Agreement. Any change or replacement of any clause of this contract can be arranged by both partys agreed written and signed addendum hereinafter. The loading port can be changed inside of Malaysia in case of need and seller must inform it to buyer at least 10 days ago from the estimated loading date for buyers arrangement of vessel. Any cost to amend LC will be borne by Seller in this case. CLAUSE 16 BANKING DETAILS Buyers Bank Details Bank Name Bank Address Account Name Account Number SWIFT Code Tekephone Fax Sellers Bank details Bank Name Bank Address Account Name Account Number SWIFT Code
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: : : : : : :

: : : : :
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Tekephone Fax CLAUSE 17 N.C.N.D. By signing this agreement we hereby mutually and irrevocably agree not to divulge each others name sources and not to circumvent, either directly or indirectly, the relationships that each party has with their named sources, principals, clients, agents, broker and associates, without permission before hand. Also hereby confirm that the identities of the banks, lending institutions, Corporations, individuals, and/or trust, lenders of borrowers, buyers of sellers, agents or brokers are currently the property of the introducing signatory and shall remain so for the duration of this agreement and they shall not be disclosed except with written permission granted by the introducing party. Should circumvention be attempted, in addition to other legal remedies, fees or compensation, total damage amount up to and at least equal to twice a much as the commission shall be paid plus any and all expenses, including but not limited to all legal costs and expenses to recover the lost revenue. It is agreed and acknowledged by the signatories that mutual consideration exists and that this agreement is reciprocal one between the signatories concerning their information and contacts and that it shall be binding on the parties hereto, their assigns, clients, employees, representatives, agents, heirs and successor that signatures on facsimile transmissions will have the same force and effect as originals. This agreement is limited to the scope of this agreement only between the parties herein and that it is enforceable under <..a country name, agreed by Seller and Buyer> law. CLAUSE 18 INTERMEDIARIES Seller and Buyer will bear its respective intermediaries commission payment who involves in this transaction, and IMFPA will arrange by each party. : :

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CLAUSE 19 CONCLUSION Whereas the parties mutually desire to execute this agreement which shall be binding upon and incur to the benefit of the parties, their legal representative, successors, and assigns, in accordance with the jurisdictional law of the negotiated and fully execute contract with terms and provisions hereunder agreed upon: Buyer Represented by Passport Number Company Name Designation Signature : : : : :

Company Seal

Seller Represented by Passport Number Company Name Designation Signature : : : : :

Company Seal

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Witnesses Witness 1,

<name..> <company name and seal..> Witness 2,

<name..> <company name and seal..> Witness 3,

<name..> <company name and seal..>

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