FOB NATURAL RIVER ESTUARY SAND (MARINE SAND) SALES & PURCHASE AGREEMENT This Agreement No, INF1/PO/A/MAL/2019 (“Agreement”) is made on the ... day of .... 2019 by and between MWH_ Bangi MALAYSIA FAIZAL MAZLAN DIRECTOR (hereinafter called the “SELLER”) And 9000000000000 {hereinafter called the "Buyer") COMMODITY AND QUANTITY ‘The Seller agrees to sell and deliver Natural River Estuary Sand (Marine Sand) in bulk and the Buyer agrees to purchase and accept delivery of Natural River Cstuary Send in bulk at the terms and conditions set out below: Minimum quantity off take guarantee by Buyer 50,000 metric tons +/- 10% in Vessel option of Natural River Estuary Sand in Bulk, (the "Sand") Load Port: Kuala Dungun, Terengganu, Malaysia Delivery Port: TBAClassified as: PRIVATE AND CONFIDENTIAL DRAF SALES AGREEMENT MWH 2019/MWH04/0001 2 2. QUALITY a) Tests to be carried out as per plant quarantine ,Regulation of Import into China or Hong kong. b) The supplier should furnish along with the bills, percentage of moisture variation calculation to arrive at MT and price, €) The supplier should ensure that the Natural River Estuary Sand supplies conform to the specification. d) Max 15 % of moisture acceptable , anything above 5% will be deducted from the actual quantity e) 5% of retention from the final loading quantity #) Quarantine pest certificate should be enclosed along with the samples. 8) Chloride content shall exceed 0.07% All testing have to meet all specs as above. In the event a particular barge doesn’t meet the compliance the Seller will replace with another barge that meets the compliance without loss of ‘time to the buyer. PRICE Price: USD Per Metric Ton of RIVER ESTUARY SAND(MARINE SAND) basis FOB ( Free On Board ) on the vessel nominated by the Buyer. 4, LOADING TERMS Notice of Readiness and Laytime After arrival atthe port of loading, Notice of Readiness may be tendered in writing or by radio & Email any time day or night SHINC . NOR may be tendered either by the Vessel or by the Vessel's agent at the port of loading to the Seller or their nominated counter-party. If the Notice of Readiness is tendered within the Laycan, Laytime shall commence at; a, 12 hours after Notice of Readiness has been tendered; or b. Ifthe actual commencement of loading is earlier, actual time used shall count as Laytime. If the Notice of Readiness is tendered before the Laycan, Turn time start from 00:00 hrs and Laytime shall begin from 12:00 hrs on the first day of laycan, unless sooner commenced, in which case actual ‘time used to count as laytime-from the commencement of loading until turn time expired If the Notice of Readiness Is tendered after the Laycan, loading shall take place in rotation and Laytime shall commence on actual commencement of loading. In such event, the Seller shall use its reasonable endeavours to ensure availability of Sand at the port of loading and a ready berth for the Buyer's vessel. ‘The costs associated with keeping Sand available, including but not limited to demurrage of Seller's barges/vessel, to be for Buyer's account. In the event of vessel crane breakdown, laytime shall count pro-rate basis working cranes provided it actually effect the loading operation.(lassfied as: PRIVATE AND CONFIDENTIAL DRAF SALES AGREEMENT MWH 2019/MWH04/0001 3 ‘aytime shall cease counting upon completion of loading operations. 8 hours free time to be granted for preparation of customs docs, such free time to start counting from ‘completion of final draft survey and will not count as laytime or time on demurrage. Any excess time required in order to process the export docs beyond 8 (eight) hours to count as Laytime or as time on demurrage. Loading rat 10,000 metric tons per weather working day (WWD), Sundays & holidays included (SHINC).. All Port Costs, PDA, Agency Fees, Taxes due on the ship at the loading port to be borne by the Seller. taycan Laycan for the shipment will be from (TBA ). 5. PAYMENT TERM (CASH/TT ONLY) 5.1 BANK DETAILS ‘Account Nam ‘Account Number: Bank Name: Address: Swift Code: 5.2. Payment terms to be Cash or TT as per below: © 30% payment of the total cargo to be paid upon the signing of the contract but always before 14 days prior the first day of lay can. Seller is under no obligation to load the cargo unless advance has been received. ‘+ 30% payment of the MV anchor or Arrival » 40% payment basis of loadable quantity to be done prior vessel sailing from Load port. Seller to send a provisional invoice for 100% basis the loadable quantity and final adjustment to be done within 3 days upon faxing copies of documents mentioned in Clause 5.3 below. © Vessel will not be allowed to sall until the full 100% payment basis the provisional invoice has been received by the Seller. Any costs, delays and consequential losses arising due to payment ‘not being done will be to Buyers account, 5.3 The following documents to be sent to the Buyer after full and final payment received at Sellers Bank counters- ‘+ Seller's signed commercial invoice in one (1) original and three (3) copies showing actual results, and adjustments if applicable, stating Agreement Number, Description of the Goods (Natural iver Estuary Sand), Quantity, Unit Price, Total Amount and Country of Origin. + Approved Permit (AP)/ Licenses for sand export issued by Malaysia Govt { Copy of AP Permit translated in ENGLISH- ORIGINAL ) '* Full set of, Signed, Original clean on-board Billfs) of Lading marked "Freight Payable or Freight Prepaid as per Charter Party’; made out to order and blank endorsed by Shipper. One (1) original and Three (3) True copies (Annexure-1) ‘+ Draft Survey Report in one (1) original plus, 3 copies '* Port & Customs Clearance documents at the loading port.Classified as: PRIVATE AND CONFIDENTIAL DRAF SALES AGREEMENT MWH 2019/MWH04/0001 4 5.4 Additional Conditions: Charter Party Bills of Lading are allowed. ‘© Except for the commercial invoice third party documents are allowed. = _Allthe documents accompanying the credit should be in English. ‘= Apparent spelling mistakes and typographical errors on documents which, do not change the ‘meaning of the sentence or affect the value and quantity are acceptable. Shipment quantity variation up-to 10%, agalnst PO quantity is applicable for pro-rata payment. Buyer to ensure that Freight payable BLS are issued to Seller. ‘© Buyer to send documentary Instructions 5 days prior to 1st day of the layean. 6 OBLIGATION OF BUYER ‘The Buyer commits to lift 1 shipment in April 2019. If the Buyer is not able to lift the committed quantity, then the Buyer Is lable to compensate the Seller with equivalent value of the commodity which, on mutually agreed terms. Only in case of 2 force majeure the Buyer will be relieved of this commitment and will get extension during the force majeure period. Buyer to give written notice of Force Majeure to the Seller. 7 OBLIGATION OF SELLER ‘The Seller commits to deliver the Sand based on the contract. In the event the Seller falls to do so, Does not perform to the contract the Seller is liable to compensate the Buyer for sand deposits paid, the total amount of hiring the Vessel and the lab testing chargers done prior to the commencement of the loading. 8 VESSEL NOMINATION 8.1 Buyer shall nominate the vessel latest 5 days prior to the commencement of the Laycan. Buyer shall provide the following information in writing about the vessel (the “Nomination Information”): a) The name of the vessel and IMO number including the age, flag, class, deadweight tonnage, beam, length overall and draft of the vessel upon arrival; ) Full itinerary of the vessel; ) The demurrage and despatch rates; d) Approximate Cargo intake quantity with a tolerance of +/- 10%. e) Last 3 ports of call and last 3 cargoes done by the vessel 8.2 Vessel has to be a single deck vessel, Bulk with MAX 30 YRS WITH MIN 4 x 25 METRIC TONS CRANES plus Min 4 x 8-12 CBM Electro-Hydraulic Grabs, classed LLOYDS 100A1 or equivalent, PNI H&M covered, ISM AND ISPS compliant. 8.3 Loading Information: a). The estimated date of the vessels arrival at the port of loading bb) Hatchwise SP can be provided once vessel is accepted, tentative max loadable quantity can be provided at the time of vessel nomination; ©) Vesse'’s agent. (TBA)‘lassified as: PRIVATE AND CONFIDENTIAL DRAF SALES AGREEMENT MWH 2019/MWH04/0001 5 8.4 Seller shall accept or reject Buyer's nominated vessel within 1 full Business Day, Seller's acceptance shall not unreasonably be withheld 8.5 Buyer may substitute any vessel nominated under this contract with another vessel by giving notice of substitution to the Seller 5 days prior ETA of the originally nominated Vessel provided such is not earlier than the estimated time of arrival ("ETA") of the original vessel. Such notice will be accompanied by the Nomination Information. Seller shall confirm the substitution within 24 hours of receiving notice of the substitution. The substituted vessel shall be for a vessel of comparable size, deadweight capacity and demurrage and despatch {8.6 The Buyer has the right to substitute the vessel latest 5 days prior ETA of the originally nominated Vessel subject to the new ETA not being earlier than the previous ETA and always within the agreed laycan, 8.7 The Buyer shall arrange for the vessel's master to give written notice to the Seller of the progress of the vessel 5 days, 4 days, 3 days, 2 days and 24 hours, 12 hours and 6 hours before the ETA of the vessel at the port of loading or anchorage point. The Buyer shall inform the Seller of any deviation in excess of 24 hours prior to the aforementioned ETA. 8.8 Stowage Plan and Dead Freight [At least 5 days prior to the vessel's ETA at the port of loading, Buyer or its agent shall provide Seller with the stowage plan with the exact cargo tonnage to be loaded onto the vessel, the loading ‘sequences and the details of the previous cargo. 9 STEVEDORE DAMAGE Stevedores to be appointed and paid by the SELLER but to work under supervision of Master. Should any damage be caused to the vessel or her fittings by stevedores, Master has to try to let stevedores repair the damage and will try to settle the matter directly with them at the first stage. Ifthe damage cannot be repaired by the stevedores, Master has to try to obtain written acknowledgement of the damage and liability from stevedores and Master or agents to notify Seller or their agents of such damage within 48 (fortyeight) hours. Seller shall provide all assistance to Buyer in any event of damage(s) caused by the stevedore and will hold the stevedore or Barge & ‘Tug owners responsible for the damages. . If such claims not settled by the Stevedores, then Sellers are fully responsible for settling the claimClassified as: PRIVATE AND CONFIDENTIAL DRAF SALES AGREEMENT MWH 2019/MWH04/0001 6 10 TITLE & RISK ‘The Seller warrants that the Seller has good title to the RIVER SAND and that the Buyer shall take the River sand free of all liens, charges, encumbrances and claims. The Seller declares that the River sand sold is free from any disputes and the Seller is not misrepresenting or supplying any false facts for the sale of river sand. Title of river sand shall pass from Seller to Buyer once the amount payable by Buyer to Seller under 2 shipment is realized by Seller in their bank account and risk of loss or damage to river sand shall pass from Seller to Buyer as the sand Is progressively loaded over the Vessel at Loading Port, 11. FORCE MAJEURE If either party is prevented, hindered or delayed from performing in whole or in part any obligation CF condition of this contract by reason of force majeure (the “Affected Party”), the Affected Party shall give written notice to the other party promptly and in any event within 3 (three) Business Days after receiving notice of the occurrence of a force majeure event giving, to the extent reasonably practicable, the details and expected duration of the force majeure event and the quantity of Sand affected (the "Force Majeure Notice”). Provided that @ Force Majeure Notice has been given, for so long as the event of force majeure exists and to the extent that performance Is prevented, hindered or delayed by the event of force majeure, neither party shall be liable to the other and the Affected Party may suspend performance of its obligations under this contract (a “Force Majeure Suspension”). During the period of a Force Majeure Suspension, the other party may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable. ‘The Attected Party shall use commercially reasonable efforts to avold or remove the event of force majeure and shall promptly notify the other party when the event of force majeure is terminated. Ia Force Majeure Suspension occurs, the time for performance of the affected obligations and, if ‘applicable, the term of this contract shall be extended for a period equal to the period of suspension. If the period of the Force Majeure Suspension is equal to or exceeds 3 (three) months from the date of the Force Majeure Notice, and so long as the force majeure event is continuing, either party may, in its sole discretion and by written notice, terminate this contract or, in the case of multiple deliveries under this contract, terminate the affected deliveries. Upon termination in accordance with this clause, neither party shall have any further liability to the other in respect of this contract, cr, as the case may be, the terminated deliveries except for any rights and remedies previously accrued under the contract, including any payment obligations, “Force Majeure” means any cause or event reasonably beyond the control of a party, including, but not limited to fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of god; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, harbours, railroads or other navigational or transportation mechanisms; disruption or breakdown of, storage plants, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, arrest and/or detention of the Sand and/or vessel, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or ‘omission of any governmental authority; good faith compliance with any order, request or directive of any governmental authority; curtailment, Interference, failure or cessation of supplies reasonably beyond the control of a party; or any other cause reasonably beyond the control of a party, whetherClassified as: PRIVATE AND CONFIDENTIAL DRAF SALES AGREEMENT MWH 2019/MWH04/0001 7 similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such party could not have been able to avoid or overcome. A party's inability economically to perform its obligations under the contract shall not constitute an event of force majeure. 12. DISPUTE RESOLUTION ‘The Parties shall in the first instance attempt to resolve any and all disputes, controversies, and conflicts which may be arise between them in connection with this Agreement amicably by mutual and good faith consultation and cooperation. In the event that the Parties to this Agreement are unable to resolve any disputes arising within the context of this Agreement within 30 (thirty) days after a Party requests the other to engage in consultations for settlement, unless otherwise agreed upon in writing between the Parties, either Party may submit dispute to arbitration In case of any dispute which may arise in connection with this Agreement and which cannot be settled by mutual accord between the Buyer and the Seller within 30 calendar days, each Party has the right to initiate arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. Such arbitration shall be conducted in Singapore International Arbitration Centre (SIAC). ‘The Board of Arbitration shall be composed of three arbitrators, one of who shall be chosen by the Seller, one by the Buyer, and the third by the two so chosen. If both or either of the parties fall to choose an arbitrator within fourteen (14) days after receiving notice of commencement of arbitration proceedings, or if the two arbitrators chosen cannot be agree upon a third arbitrator within fourteen (14) days after they have been chose, the chairman of SIAC, upon request of either party shall appoint the arbitrator or arbitrators required to complete the board. ‘The arbitration proceedings shall be in English Language and the applicable law shall be English law ‘The decision of the majority of the arbitrators shall be final and binding on the parties, including the decision as to allocation of the costs of such arbitration and may be processed for enforcement through in any court having required jurisdiction. 13 SANCTION CLAUSE The Seller and the Buyer respectively warrant that: a) to the best of their knowledge (having made due enquiries), at the date of this contract and throughout the duration of this contract, they are not a Sanctioned Entity or an Affliate of a Sanctioned Entity; and ) for the duration of this contract, each party shall comply with al Sanctions applicable to it. “Sanctions” means any sanction, regulation, statute, official embargo measures or any “specially designated nationals” or “blocked persons” lists, or any equivalent lists maintained and imposed by the relevant bodies and organisations of the United Nations, the European Union, the United Kingdom, the United States or any other jurisdiction applicable to a party