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    358 views25 pages

    Signed Contract PDF

    Uploaded by

    yuanda syahfitra

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
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    COAL SUPPLY CONTRACT ‘CONTRACT NO. 017/5/ BPO-TU /IV/19 BETWEEN (CV. TEGUH JAYA UTAMA (TJU) aq PT. TANWIN RESOURCES BUSINESS PRO ONE PTE,, LTD. DATED ~ APRIL 2019, ‘This Coal Supply Contract dated 20 April 2019 (this "Contract", by and between’ 1 The Seller and the Buyer shall be referred to herein individually as the “ CV. TEGUH JAYA UTAMA (TJU), a company duly organized and existing under the laws of the Republic of Indonesia, having its principal offices at JI. Saka Permal Gg.Rindu No.28 Rt 006 Kel.Belitung Selatan, Banjarmasin Barat 70116 - South Kalimantan, Indonesia (hereinafter referred to as "Seller”); QQ. PT. TANWIN RESOURCES (TR), @ company duly organized and existing under the laws of the Republic of Indonesia, having its principal offices at 88 fi 19 Unit E, Rt16/05 JI. Casablanca No.88 Menteng dalam, Tebet South Jakarta, Indonesia (hereinafter referred to as “Financier” or “Beneficiary”); and BUSINESS PRO ONE PTE., LTD., a company duly organized and existing under the laws of Republic of Singapore, having its principal offices at 3 Alexandra View #26-11 Ascentia Sky, Singapore 158749 (hereinafter referred to as "Buyer") ty" and collectively as the “Parties” BACKGROUND ‘A. The Seller's the holder of the Mining Concession. B. The SELLER a holder of Special Operation Production IUP for transportation and sale No,20/1/ 1UP /PMON / 2018 issued by Head of the Investment Coordinating Board of the Republic of Indonesia on Date (June 25th 2018) as (attached). (C._SELLER ensures that the coal to be supplied as per this agreement would be a legal coal mine which will possess the license for mining coal and have certificate clear n clean from Republic of Indonesia and SELLER would be responsible for disclosing the entire set of documents in order to establish the legality of the coal mines to the BUYER. D. The SELLER wishes to sell and BUYER wishes to purchase, Coal on the terms set out in this Contract. . The Seller herewith agrees to sell and deliver to the Buyer and the Buyer herewith agrees to purchase, take delivery from and pay to the Seller, Indonesian Steaming (non-coking) Coal in bulk (hereinafter called the Coal"), with the terms and conditions as follows: ‘AGREEMENT 1. DEFINITIONS AND INTERPRETATION 1. Definitions In this Contract, unless the context otherwise requires, the following terms shall have the meanings as defined below: "Actual CV" means the CV of a Cargo as stated in the Certificate of Analysis or, subject to the provisions of Article 8.3, the Umpire Certificate of Analysis for such Cargo. “neceptance of Notice of Readiness” has the meaning set forth in Article 10.6(b). “ADB” means Air Dried Basis as defined by ASTM in its relevant standards concerning coal analysis as fon the date of this Contract. “arbitral Tribunal” has the meaning set forth in Article 13.26). “ARB” means As Received Basis as defined by ASTM In ts relevant standards concerning coal analysis as on the date of this Contract. “ASTM” means the American Society for Testing and Material “Base Price” means the price in USD per Tonne agreed and set out in a Derivative Contract, as adjusted under this contract or a Derivative Contract. of Lading" or “B/L” means a negotiable bill of lading, being a document signed by the Master of a Vessel or his agent which acknowledges that a Cargo has been received and shipped on board of mother vessel, which describes the Cargo, and sets forth the terms under which such Cargo is to be carried and is a document of ttle. tusiness Day” means any day that is not a Saturday or Sunday and is nota legal holiday in Singapore or indonesia or a day on which banking Institutions in indonesia or Singapore are authorized or obligated by any Legal Requirement to close. “Buyer” has the meaning set forth in the preamble. “"auyer Event of Default” has the meaning specified in Article 15.3, pee st "calendar Year” means the twelve (12) months period beginning on Janvary 1” and ending on 3 December 31 "Cargo" means all Coal delivered to Buyer hereunder that is delivered onto single Vessel. "Cargo Quantity” has the meaning set forth in Derivative Contract. "certificate of Analysis" has the meaning specified in Article 8.1(e. “Certificate of Origin” means a document that certifies a shipment’s country of origin. "Certificate of Weight’ as the meaning specified in Article 9.1 “certified Testing Laboratory" means an independent laboratory certified by the relevant Governmental instrumentality of GO! to undertake materials testing and analysis in accordance with international standards. "Coal" means single mine coal that is produced from the Mining Concession, with Coal Quality Typical ‘and Rejection Limit as provided in Derivative Contract (based on ASTM or ISO standard} "consent" means any approval, consent, authorization, license, filing, notice or other requirement that is required to be obtained from or given to any Governmental instrumentality pursuant to any Legal Requirement. "contract" means this Coal Supply Contract, as may be amended or supplemented from time to time. "eV" means calorific value, "Delivery Period” has the meaning given to it in Derivative Contract. “Derivative Contract" means in relation to each transaction and subject to the terms and conditions of this Contract, an agreement which contains the commercial of each transaction between Seller and Buyer, with the form as set forth in Appendix 2 "Dispute" has the meaning set forth in Article 13.1 "Dollars", “US Dollars’, “USD”, “US$”, "Cents" and the symbol "$" each means the lawful currency of the United States of America "Draft Survey" means @ marine draft survey carried out to determine the Cargo Quantity of Coal in Tonnes loaded on a Vessel “Draft Survey Report” means the report prepared by the Independent Surveyor or Superintending Company in respect of the Draft Survey of a Vessel “Effective Date" is as given to itin Clause 1 of Appendix 1 “Equipment” means equipment utilized in order to support and perform loading such as: barges, ‘bulldozer, transshipment facilities and others. “Event of Force Majeure" has the meaning set forth in Article 12.1. “Expiry Date” means the date as stated in Appendix 1. Any aftershipment obligations of the Parties that has not yet been fulfilled on the Expiry Date, including but not limited to L/C settlement, demurrage and despatch, dead freight, claim and other commercial obligation, shall be completed by the Parties despite having passed the Expiry Date of the Contract. For avoidance of doubt, as ofthe Expiry Date, Seller will not obliged to deliver any shipment and Buyer shal not propose any delay or divert shipment, “ETA” means estimated time and date of arrival ofthe Vessel Financial Difficulties” means either the Buyer and/or its LC Issuing Bank becomes insolvent or is tunable to pay its obligations or fails or admits in writing its inability generally to pay its obligation as they become due, or the Buyer institutes or has instituted against it, by a regulator, supervisor, or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction of its head or home office. “First Split” has the meaning set forth in Article 8.1(d). -OBT" shall mean delivery "Free On Board stowed and trimmed” in accordance with Incoterms 2010. Ni i € “GAR” means Gross Calorific Value (GCV) on As Received Basis (ARB) as defined by ASTM in its relevant standards concerning coal analysis as of the date ofthis Contract. “GAD” means Gross Calorific Value (GCV) on Air Dried Basis (ADA) as defined by ASTM in its relevant standards concerning coal analysis as of the date of this Contract. "GOI" means the government of the Republic of Indonesia. "Governmental instrumentality" of any country shall mean the government of such country and any ministry, department, political subdivision, instrumentality, agency, corporation or commission under the direct or indirect control of such country, including any port authority or maritime agency or body. “incoterms 2010" means the 2010 edition ofthe International Rules for Interpretation of Trade Terms published by the International Chamber of Commerce {ICC latest version), “independent Surveyor” is an agency which shall be mutually agreed in writing between the Parties ‘and appointed and paid by Seller to supervise the weighing, sampling and analysis of al shipments at Loading Port as specified in Derivative Contract. “invoice Amount” has the meaning set forth in Article 6.1 ‘"ig0” means such standards as are applied by International Organization for Standardization for the sampling and analysis. 'keal" means kllocalorie(s) as defined in the “International System of Units”, "kg" means kilograms) as defined in the “International System of Units”. "Lab Analysis” means a laboratory analysis conducted by the Independent Surveyor or ‘Superintending Company to determine the Coal Quality Typical and Rejection Limits. “Laytime” has the meaning set forth in Article 10.7 LC Issuing Bank" means a first class International Commercial bank, with minimum credit rating of at least “BBS.” by SEP or “BBB.” by Fitch or “Baa3” by Moody’s, who will issue the irrevocable documentary Letter of Credit on behalf of the Buyer in favour of Seller or has the meaning given to it in Clause 8 of Appendix 1. "S&P" means Standard & Poor's Ratings Group, a division of McGraw-Hil, Inc. “Fitch” means Fitch Ratings. “Moody's” means Moody's Investor Services, Inc. "Legal Requirement” means all laws, statutes, orders, decrees, injunctions, licenses, permits, approvals, agreements and regulations of any Governmental instrumentality having jurisdiction over the matter in question. “Letter of Credit” or LC" means an irrevocable letter of credit issued in accordance with this Contract. “Master” means Captain of Vessel nominated by Buyer. “Major Indonesian Holidays" is two (2) days of Idul Fitri, one (1) day of dul Adha, one (1) day of Independence Day, and one (1) day of Christmas Day. “Mining Concession” means that area within Seller's concession area in Asam-Asam regency, South Kalimantan, Indonesia, “mm” is Millimeter as defined in “International System of Units’. “Month” means a calendar month. “NAR” means Net Calorific Value (NCV) on As Received Basis (ARB) as defined by ASTM or ISO in its relevant standards concerning coal analysis as of the date of this Contract, “Notice of Readiness” means a notification by the Master of a Vessel to Seller that the Vessel is ready in all respects to berth and accept Coal at the Loading Port in the ordinary course. Parties" means both Buyer and Seller, and "Party" means either Buyer or Seller. “Person” means any individual, partnership, joint venture, firm, company, corporation, association, trust or other enterprise or any Governmental instrumental. "Port Charges’ means any and all charges customarily related to vessel and imposed by any authorized and competent Person from the port authority at the Loading Port for the use of the relevant port and related services and facilities for the delivery of Coal hereunder, including (without limitation) port charges, pllotage and tuggage fees. It does not include any and all charges, dues and taxed related to Cargo and its handling, “Port of Loading”, “Loadport”, “Loading Port” Is the port at which the Coal isto be loaded in ‘Muara Asam-asar, South Kalimantan, Indonesia. “Pratique” means permission to do business at @ port by a ship that has complied with all applicable local heaith regulations. “Receiving Party” has the meaning set forth in Article 18.1. “Rejection Limits" means, the "rejection limits" for each of the individual quality characteristics of coal which are described in Derivative Contract "Rules" has the meaning set forth in Article 13.2 (a) "Seller" has the meaning set forth inthe preamble "Seller Event of Default” has the meaning set forth in Article 15.2. “Second Split” has the meaning set forth in Article 8.1(4). "SHIN" means “Sundays and hi Major indonesian Holidays. lays included”, but excluding those holidays listed in "Shipping and Commercial Documentation’ has the meaning set forth in Derivative Contract. "SIAC" means the Singapore International Arbitration Centre. “Split” or “Spits” has the ‘meaning set forth in Article 8.1(b) "statement of Facts" in relation to a Cargo, means a statement prepared by the shipping agent and signed by the Master of the Vessel at the Loading Port which details: (2) the date and time of arrival ofthe Vessel at the Loading Port; (6) the commencement and completion of loading of the Cargo; (c)_ the quantity of Cargo loaded each day; (d) the hours worked and the hours stopped with the reasons of stoppages. and shall be used as a basis for caleulation of demurrage and despatch, “Third Split” has the meaning set forth in Article 8.1(d). “Time Used” has the meaning set forth in Article 10.9(a). “Time Lost” has the meaning set forth in Article 10.10(a). “Time Not to Count” has the meaning set forth in Article 10.9(c. “Time Saved” has the meaning set forth in Article 10.10(b).. “Ton(s)’, “Tonne (s)’, and “MT” is metric tonne of 1,000 Kgs as defined in “International System of Units" “Umpire Laboratory’ has the meaning set forth in Article 8.3(6). “Umpire Certificate of Analysis” has the meaning set forth in Article 8.3(6). “Vessel means a single deck, ocean going bulk carrier rated Lloyd's 100A\ or equivalent suitable to enter, berth and leave the Loading Port and otherwise meeting the requirements of this Contract. “Weather Working Day” means a day of twenty four (24) consecutive hours on which work for loading of Coal on board a Vessel may be carried out without loss of time due to the weather. "Working Day" or “Business Day” or “Business Working Day” means any day on which business is regularly transacted, and that is not a Saturday or Sunday and is not a legal holiday in Indonesia or ‘Singapore or a day on which banking institutions in Indonesia or Singapore are authorized or obligated by any legal requirement not to close. The term “day” shall be deemed to mean “calendar day” a2 32 Interpretation {a} Unless the context otherwise requires, references herein to the plural include the singular and references to the singular include the plural. (0) All references to Articles are to articles in or to this Contract unless otherwise specified herein. (c)_ Unless the context otherwise requires, the words “herein”, "hereof" and "hereunder" and words of similar import when used in this Contract shall refer to this Contract as a whole and not to any particular provision of this Contract, (d) References in this Contract to any statute, law, decree, regulation, or other Legal Requirement shall be construed as a reference to such statute, law, decree, regulation or other Legal Requirement as re-enacted, re-designated, amended or extended from time to time, except as provided otherwise in this Contract. {e) References to any document, instrument or agreement under this Contract shall mean such document, instrument or agreement as the same may be amended from time to time in accordance with the terms and conditions hereof; provided, that all references to Incoterms shall ‘mean Incoterms as in effect on the date of this Contract. (Reference to any Person or Persons shall be construed as a reference to any successor or assigns of such Person or Persons to the extent permitted by this Contract. (g) The table of contents and the headings of the several Articles of this Contract are intended for convenience only and shall not in any way affect the meaning or construction of any provision herein. (h) Reference to the words “include” or "including" shall be deemed to be followed by the words ‘without limitation” oF "but not limited to”, whether or not they are followed by such phrases or words of similar import (i) Reference to a number of days shall refer to calendar days unless Business Days are ‘otherwise specfied. W)_Afraction 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 otherwise, (k)_ fraction of a Cent in any calculation shall be rounded up to the nearest Cent ifsuch fraction 's one half of a Cent or more and shall be rounded down otherwise. ‘TERM OF CONTRACT Unless earlier terminated in accordance with terms of this Contract, this Contract shall be valid until the Expiry Date. ‘SALE AND PURCHASE OF COAL ‘Commodity and Quantity ‘The Seller shall deliver and sell to Buyer and Buyer shall purchase, receive and pay for, the Coal as specified inthe Derivative Contract based on the terms and conditions set forth inthis Contract. Delivery (a) The Seller shall cause al Coal to be transported and delivered to Buyer in the manner set forth In Article 10. The exact laycan shall be mutually discussed and agreed by the Parties, (b) Each Cargo to be delivered by Seller under this Contract shall be for the Cargo Quantity, with a shipping tolerance of +/- 58 (plus/minus five percent). Coal Quality, ‘Specification of the Coal is as per ASTM or ISO standard where applicable specified in the Derivative Contract (Coal Quality Typical and Rejection Limit), COAL BASE PRICE Coal Base Price is as specified in the Derivative Contract with basis to typical GCV as specified in the same, 62 72 ‘COAL BASE PRICE ADJUSTMENT ‘The adjustment to Coal Base Price shall be as specified in the Derivative Contract. INVOICE CALCULATION Invoice Amount ‘The "Invoice Amount” for each shipment shall be calculated as specified in Append 3 ‘Taxes and Duties (a) Subject to Article 6.2(b), the Seller shall pay and bear responsibility for taxes and duties that are imposed to the Seller by any Indonesian tax authority based on indonesian taxation regulations in connection with the sale of Coal under this Contract. (©) Buyer shall pay and bear responsibilty for duties and levies arising out of or in connection with the purchase of Coal under this Contract, in Buyer's country and importing country. PAYMENT CONDITIONS Letter of credit (a) Payment for each shipment shall be made in United States currency by Buyer by an irrevocable Letter of Credit to be opened ten (10) days prior to first day of laycan period. This Letter of Credit shall be established by a LC Issuing Bank by Buyer in favor of the Seller for an amount in US Dollar sufficient to cover 100% (one hundred percent) of the shipment value allowing for +/. 596 (five percent) tolerance. All bank charges in LC Issuing Bank are to the Buyer's account and all bank charges outside LC Issuing Bank are to Seller's account. (b) The Letter of Credit to be advised to beneficiary through PT UOB BANK INDONESIA as per below address: PT. BANK UOB INDONESIA, UB PLAZA MAIN BRANCH, JL MH-THAMRIN NO.10~11 JAKARTA 110230 SWIFT CODE: BBUIDJA [ATTN.: PT. TANWIN RESOURCES lor such other bank account designated in writing and signed by duly authorized officer of Seller in accordance with procedure to be agreed by the Parties. (€)_ The L/C shall be valid for minimum seven (7) days after 8/L date. Until utilized, L/C shall be reissued or its validity period shall be extended upon Seller's request, (d)_ 1 Buyer fails to open the Letter of Credit within the time as stipulated in this Article 7.1, the Seller reserves the rights to cancel the relevant shipment without any replacement. Document Presentation The Letter of Credit shall be provided to perform the payment, 14 days after presentation of the original credit complying negotiable Shipping and Commercial Documentation as stipulated in the Derivative Contract at the negotiating bank, the presentation of Shipping and Commercial Documentation shall be within seven (7) days from the 8/U's date. ‘The Seller shall send one set of the non-negotiable Shipping and Commercial Documentation as stipulated in the Derivative Contract, by fax/email to the Buyer within three (3) Working Days after the Vessel sailing from the Loading Port. In the additional condition of the L/C shall be mentioned: 1. _Allspelling or typographical errors acceptable but not affecting any changes in nomenclature of, the commodity name, quantity, quality and value. 2. UC maybe underdrawn due to quantity and quality adjustments but within the L/C ‘maximum amount is acceptable. 3. Consignee’s names, address, country of Certificate of Origin showing notify parties are acceptable. 6 é i Bye aa 4. Quality analysis results of any vary from the standard specifications but within the rejection limit are acceptable. 5. Charter party B/L are acceptable. QUALITY DETERMINATION ‘The Seller shall appoint and pay for the Independent Surveyor as specified in the Derivative Contract, at the Loading Port to carry out inspection, sampling and analysis. Independent Surveyor will issue the Certificate of Analysis. Inspection, Sampling and Analysis Procedures at Loading Port (a) Each Shipment shall be weighed, sampled and analyzed by the Independent Surveyor, at Seller's cost, to determine the values for each of the quality characteristics subject to the Rejection Limits as in the Derivative Contract. Sampling and analysis shall be undertaken in compliance with all relevant to ISO or ASTM standards, where applicable (b) The Independent Surveyor or superintending company shall divide all samples collected into four identical portions (each being referred to as a “Split” and collectively, as “Splits”) (c) Each Split shall be placed in a suitable clean, airtight and sealed container, and stamped by the Independent Surveyor or superintending company. Each such container and its contents shall be ‘marked and labelled so that its relationship to the Certificate of Analysis for such Split is clear. ‘Among other information, the labels for each container and sample shal set forth the name of the Vessel carrying the Cargo, the quantity of Coal in such Cargo according to the applicable Certificate of Weight, and, for each sample, the weight and top-size of such sample and for each container, the weights and top-sizes of all samples comprising its contents. (d)_ For each Cargo, one Split (the “First Split”) shall be retained and analyzed by the Independent Surveyor or Superintending company for purposes of issuing a Certificate of Analysis for the First Split pursuant to Article 8.1(e). The Seller shall retain other Splits (the “Second & Third Split”) in its possession and shall cause both the Split to be couriered to Buyer in its sealed, stamped and labelled container promptly after completion of sampling by the Independent Surveyor or superintending company or shall handover the same to Buyer's representative at Loading Port. ‘The sealed, stamped and labelled third container in which the remaining Split (the “Fourth Split”) has been placed shall be retained in the safekeeping of the Independent Surveyor or superintending company for possible use as controlling samples in the event of disputes. The Seller shall cause such fourth container and its contents to be stored by the Independent Surveyor or superintending company in a safe and secure location for atleast sixty (60) days after the date of the relevant aill of Lading. le) The Seller shall cause the Independent surveyor or Superintending Company to conduct a Lab Analysis ofthe First Split of such Cargo and issue a Certificate of Analysis in respect ofthe relevant Cargo (the “Certificate of Analysis”) and such Certificate of Analysis shall be final and binding on Parties for invoicing purposes subject to provisions of Article 8:3. a3 Buyer shall provide Seller with due notice five (5) prior vessel ETA, and shall have the right, at its own expense, to appoint a representative, associate or Independent Inspection Agency (IIA) to attend, survey and observe, all collection, sampling of Coal conducted at the Loading Port. Seller has to extend all necessary help to Buyer's representative. ‘Umpire Sample (a) Ifthe Buyer notifies the Seller that they wish to challenge the Certificate of Analysis, Buyer must elve notice to the Seller of such challenge within sixty (60) days of the completion of loading and sailing of the Vessel at the Loading Port. In the event that Buyer does not issue such notification of challenge Within this prescribed timeline, Buyer shall be deemed to have unconditionally accepted the Certificate of Analysis, and the Certificate of Analysis shall be final and binding on the Parties. (b) In the event that the Buyer issues the notice of challenge within the time limit prescribed by ‘Asticle 8.3(a), then the fourth Split from such Cargo shall be delivered to a reputable international independent Certified Testing Laboratory mutually agreed between Buyer and Seller or as f tt g Be otherwise appointed under Article 8.5 (the "Umpire Laboratory"). The Umpire Laboratory shall be instructed by the Buyer to conduct a Lab Analysis on the Fourth Split promptly on receipt thereof and to issue to the Parties a further Certificate of Analysis (the “Umpire Certificate of Analysis”) setting forth the results of such Lab Analysis. (0) Ifthe Umpire Certificate of Analysis contains results which are beyond the relevant iSO reproducibility tolerances ("Interlab Tolerance") then the Umpire Certificate of Analysis shall be deemed to be the Certificate of Analysis for all the purposes including payment of Cargo. In such instance, the Umpire Certificate of Analysis shall be final, conclusive and binding on the Parties, However, if the difference between such Umpire Certificate of Analysis hereunder and Certificate of Analysis under this Article 8 is within the Interlab Tolerance, such difference shall be disregarded for all purposes and the Certificate of Analysis shall be final, conclusive and binding on the Parties. Any difference in value of the cargo shall be settled outside of the LC via telegraphic transfer within seven (7) days upon receipt ‘of a debit/credit note, whichever the case maybe. (a) The costs required for Umpire Sample shall be borne by requested party, should the Umpire Certificate of Analysis's result differ by more than the allowable Interlab Tolerance as per relevant standards, otherwise the costs shall be borne by Buyer. {€) Ifthe Umpire Certificate of Analysis does not indicate a difference in the CV from that indicated tn the Seller Certificate of Analysis, the Actual CV of such Cargo shall remain as that stated in the Certificate of Analysis. Rejection IF the Certificate of Analysis for any Cargo indicates that it meets one or more of the Rejection Limits, then the Buyer shall have the right to reject the Cargo by written notice. Without prejudice to Buyer's right to reject the relevant Cargo, Buyer and Seller may endeavour to agree on a fair and reasonable settlement in respect of the rejected Cargo. If Buyer rejects such Cargo, such Cargo shall be deemed not to have been delivered to Buyer for purposes of this Contract and, if ttle and risk to such Cargo shall have passed to Buyer, such title and risk shall revert to Seller. In case of rejection the charter cost and other costs arising out of such discharge with respect to the rejected Vessel will then become the responsibility of Seer. All such costs shall be determined by Buyer and informed to Seller with reasonable evidence of the same within thirty (30) days from the date of rejection and the determined cost of damages shall be remitted to Buyer by Seller within the next fifteen (15) days. Nothing in this Article 8.4 shal limit the rights granted to Buyer pursuant to this Contract in respect of the Seller’s supply of Coal which exceeds the Rejection Limits, 85 Umpire Laboratory If the Parties do not agree on the appointment of the Umpire Laboratory under Article 8.3 within fourteen (14) days of the date of first request by Buyer, then the Buyer may request the International Centre for Expertise of the International Chamber of Commerce to appoint the Umpire Laboratory. 8.6 No Extraneous Material All Coal shall be substantially free of extraneous material affecting coal quality as follows: mining debris, bones, slate, scrapped iron, steel, petroleum coke, rock, pyrite (excluding pyritic sulphur endogenous to the coal), wood or blasting wire, 9. QUANTITY DETERMINATION ‘The Seller shall appoint Independent Surveyor at the Loading Port to carry out draft survey In accordance with the Standard Code of Practice. 9.1 Certificate of Weight The weight, to the nearest Tonne, of each Cargo shall be determined at the Loading Port by a Draft Survey of ‘the Vessel containing such Cargo performed by the Independent Surveyor or superintending company. The Seller shall cause the Independent Surveyor to issue: ie (6) a Draft Survey Report for such Cargo; and (6) Certificate of Weight for such Cargo based upon the Draft Survey Report (the “Certificate of Weight”) . BY 92 10, ‘The Seller shall cause a copy of the Draft Survey Report and the Certificate of Weight for such Cargo to be supplied to Buyer by facsimile or equivalent prompt means of transmission within three (3) Working Days of Bill of Lading date. The Bill of Lading for such Cargo shall be based upon the weight set forth in the Certificate of Weight. The Certificate of Weight shall be final and binding on the Parties, except in the case of fraud or manifest error. Costs of Weighing All costs of determining the weight and issuing the Cer ate of Weight for each Cargo shall be paid by and be for the account of the Seller. SHIPPING TERMS 10.1 Loading Terms (a) All Cargo shall be delivered by Seller onto Buyer's Vessel on FOBT Loading Port basis in accordance with Incoterms 2010 and in compliance with International Maritime Solid Bulk Cargoes (IMSBC) Code and latest International Maritime Organization (IMO) regulations in force at time of shipment. (b) The Loading Port would be at Transshipment area at Muara Asam-asam, South Kalimantan, Indonesia ‘The Seller guarantees Buyer with one (2) safe port, one (2) safe anchorage, always afloat, always accessible at Muara Asam-asam, South Kalimantan, Indonesia with no draft restriction, (c)_ The SELLER shall load coal aboard Vessel at 8,000 metric tons per weather working day of 24 consecutive hours SHINC excluding Major Indonesia Holidays 2019. However vessel once on demurrage shall be always on demurrage. (a) At Loading Port, the Vessel shall be consigned to a port agent appointed by Buyer. Buyer shall ‘appoint following agent of such Vessel at Loading Port: PT. INDO DHARMA TRANSPORT Graha indo Dharma 1°-2" floor JL Berlian No.10, Bidara Cina, Jatinegara TIP Number The Seller shall bear all ofthe costs of loading of the Coal and trimming on the Vessel, (2). The Vessel shall comply with the following requirements: (i) Draught marks shall be legible at all times; (i) Displacement Table shall be provided to the Seller before loading; and ‘i Ahold cleanliness survey shall be conducted by the Independent Surveyor or superintending company at Seller's cost prior to the commencement of loading of Cargo. Vessel Requirements (2) Buyer shall be responsible for the ocean transportation and shall comply with: (i) The Port Regulations as check lst before Cargo operation; and (il) International Ship and Port Security (ISPS) code compliance. (6) ‘The Buyer shall ensure that the performing Vessel (i) 1s geared type Vessel (No Grab), is 2 single deck, bulk-carrier, maximum twenty (20) years ‘ld equipped with minimum four (4) holds/hatches and fitted with cranes able to reach each hold, provided that the Buyer Vesse'’s crane, grab and wire shall be conducted and pass the hold cleanliness inspection by submitting the appropriate certificates; (il) fully classed Lloya's 1001 or equivalent with a classification society being a full member of ‘the International Association of Classification Societies (IACS) throughout the currency of this charter; (ii) has clear, unobstructed and easily accessible cargo holds which shall be swent, clean, dried, free of contaminants and ready in all aspects to receive coal in bulk; (iv) will provide sufficient light as on board and free accommodation ladder, free of charge for safe loading operations; and (©) When the Buyer nominates Vessel as per Article 10.3, Buyer shall advice the full counter-Party chain of the Vessel to the Selle, including the Vessels head owners, and all disponent owners and charterers, together with other nomination details required. The Seller shall have the option to reject nominated Vessel with reference to any counter-party or lack of full information of the chain, but the decision to reject must be made reasonably. The Buyer represents that it has not taken or refrained from taking any action, including but not limited to nominating Vessels, that would cause Buyer itself or the Seller to be in contravention of the laws, regulations, resolutions, agate 105 decrees or rules of the United Nations, the United States of America, the European Union or any ther relevant jurisdictions relating to sanctions, trade embargoes, trade controls or boycotts. The Buyer also undertakes not to take or refrain from taking any action that would cause the above contravention, (a) The Seller shall be entitled atts absolute discretion, to refuse to carry out any trade which could expose the Seller or the Buyer to the above contravention. {e) The Buyer shall indemnify the Seller from and against any and all liabilities, penalties, losses, damages, costs or expenses incurred and any and all claims whatsoever brought against the Seller by reason of such contravention, Laycan and Vessel Nomination (@)_ Buyer shall nominate in writing to Seller a laycan with a seven (7) days spread to load a Cargo at least twenty (20) days prior to the first day of the nominated laycan, (0) No later than fifteen (15) days in advance of the first day of the ETA of the vessel, the Buyer shall nominate in writing to Seller the full details of the Vessel, including estimated Cargo Quantity, laycan applicable, estimated ETA, demurrage/despatch rate. The Seller shall provide the stowage factor for the relevant Cargo to the Buyer when the laycan gets firmed. The Buyer shall provide the Seller with a notice containing an ETA at the Loading Port (which estimated time of arrival ‘must fall within the nominated laycan period). Failure to nominate the vessel within the period stipulated in this article shall be deemed as Buyer's event of default. ()_No later than seven (7) days in advance of the first day of the nominated laycan, the Buyer shall provide the Seller with a notice containing final ETA at the Loading Port of final nomination Vessel which could not substitute, (d) Within 1 (one) Business Day of receipt of the Buyer's notification under Article 10.3 (bl, Seller shall confirm to Buyer the acceptability of the Vessel. Any confirmation given by the Seller pursuant to this Article shall not relieve Buyer of any of its obligations under this Contract in respect of the Vessel. Aerival of Vessel (2) Buyer shall, through the Master of the Vessel or the Agent, notify the Seller of the ETA of the Vessel at the Loading Por, five (5) days, three (3) days, forty eight (48) hours and twenty four (24) hours before ETA at the Loading Port. (0) After the Vessel have arrived at Loading Port and is in all respects ready to load, the Master of the Vessel shall tender notice of readiness of the Vessel through nominated agent in accordance with Article 10.6 Cleanliness Cerificate (@) The Master of the Vessel shall ensure that the Vessel has been cleaned and dried at the time of tendering the Notice of Readiness or at the first opportunity thereafter. Vessel shall be conducted and pass the hold cleanliness inspection. (0) Where a Vessel has previously been loaded with potential contaminants, including but not limited to phosphates, sulphur, salt, cement, potash or iron ore, the Master of the Vessel is also required to provide a certificate (issued by an Independent Surveyor or superintending company) stating that the Vessel is free of contaminants. This certificate shall be presented at the time of hold inspection by an Independent Surveyor or superintending company. (0) If after anchorage at the Loading Port, the Vessel is not passed as clean or in compliance with this Article, the Vessel may lose its loading turn. In this case, the Vessel may only be accepted for berthing/loading after receipt of a certificate issued by an Independent Surveyor or Superintending Company stating that the Vessel s clean, dry and free of contaminants. For the purpose of calculating laytime used, all resultant time actually lost shall nt count towards Time Used. Notice of Readiness (a) Buyer shall ensure that the Master of Buyer's Vessel or the loading port agent on behalf of the Master gives notice to Seller or his nominated person that it has arrived and dropped anchor at 10 ‘i Rg AY 10.7 10.8 10.9 10.10 the Loading Port by telex or fax or written notice or e-mail ("Notice of Readiness"), Notice of Readiness may only be tendered: (i)_ ifthe Vessel is physically ready in all respects to load; (il) atany time, any day (excluding, Major Indonesian Holidays) whether in port or not, ‘whether in berth or not, whether customs cleared or not, whether in free pratique or not. (0) Provided the Notice of Readiness has been issued in accordance with the requirements of Article 106 (a), such Notice of Readiness shall be deemed to be accepted ("Acceptance of Notice of Readiness") when tendered within the laycan period (nominated pursuant to Article 10.3) Laytime Laytime will be the number of days (pro-rata, rounded to the nearest minute) calculated based on the total tonnage recorded in the Certificate of Weight, divided by: (i) in the case of the Vessel being a Handysize geared with No Grab Vessel and the relevant Cargo being loaded onto the Vessel 26,250 MT with a minimum of: {A) four (4) x twenty-five (25) Tonne cranes; and {8) four (4) x eight (8) cubic metre automatic hydraulic or remote grabs, all in good working order, 8,000 Tonnes per Weather Working Day SHINC; ‘Commencement of Counting off Laytime The counting of time shall commence from: {a} Twelve (12) hours after Tendering of Notice of Readiness; or (0) Upon commencement of loading of Cargo; whichever occurs sooner. If commenced sooner, actual time used to count. Time Used (2) The time taken from the commencement of running of Laytime or loading whichever occurs first until the time when Seller has completed the loading, trimming operation of a Cargo FOBT but excluding, Time Not to Count in accordance with Article 10.9 c), shall be known as the "Time Used”. (©) Time Used shall in the case ofthe loading of a Cargo onto a gearless Vessel time taken for the shifting of the Vessel/floating crane to complete the loading operations (up to a maximum number of shifts ‘equal to the number of Cargo holds in the Vessel plus two (2). Any time used due to shifts in excess of this aforesald maximum allowed numbers shall not count towards Time Used. (c) The following events shall not count towards Time Used ("Time Not to Count"): (i). time stopped for hatch opening and closing (even where Vessel is on demurrage); (il) time stopped for reasons of Vessel requirements (including repairs to the Vessel), except if such requirement arises from 2 need of Seller to re-position the Vessel due to its own requirements at the Loading Port; (ia) time required for initial and final draft survey of Vessel (even where Vessel is on demurrage); liv) time required for deballasting; (u) Laytime shall cease upon completion of loading. However, ifthe vessel is detained due to waiting for customs clearance and preventing the vessel to sail from any additional time beyond twelve (12) hours from completion of loading, time shall be for account of seller. In ssuch event, laytime counting shall resume counting after expiry of twelve (12) hours and shall cease on export clearance documents having received by Agent; and (vi) delays caused by Force Majeure events affecting Seller. (@)_ Vessel once on demurrage is always on demurrage, unless otherwise specified in this Contract. Demurrage and Despatch {a} Should Time Used be more than Laytime, the difference will be known as "Time Lost” Demurrage will be payable by Seller to Buyer for all Time Lost at the demurrage rate as stated out in the relevant page of charter party of the Vessel nomination. {b) Should Time Used be less than Laytime, the difference will be known as "Time Saved". Despatch will be payable by Buyer to Seller for Time Saved at 50% (fifty percent) of the demurrage rate referred to in Article 10.10 (a). {c)_ Laytime calculation will be made by Seller based on the Statement of Facts (SOF) issued by the nominated agents and signed by Master at the Loading Port and to be confirmed and mutually u e hem 10.11 10.12 10.13 10.15 10.16 nu. ‘accepted by Parties within thirty (30) days from the date of the Vessel sailing from the Loading Port. (4) Demurrage and despatch payments shall be paid by the relevant Party within thirty (30) days after receiving the original debit note completed with supporting document (relevant page of charter party of Vessel related to the Demurrage rate), Dead Freight (@) The Buyer either itself or through the Master/owner/agent of the Vessel shall declare the stowage plan at tonnage of loadable quantity basis the stowage factor provided by the Seller in Article 10:3 (b) to the Seller or the Seller's shipping agents by e-mail or facsimile prior to arrival of Vessel Loading Port. The stowage plan shall take into account any requirements relating to the Vessel

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