Contract No.

SALES AND PURCHASE CONTRACT OF

INDONESIAN STEAM COAL

This Sale and Purchase Contract No. XXXXX (hereinafter referred to as the “Contract”) is made on XXXXX th
, 2016:
XXXX 2016

BETWEEN 由

THE SELLER :
Name of Company :
ADDRESS :
Telephone :
Fax :
Legally Represent by :
E-mail :
PostalCode :

(hereinafter referred to as “Seller ”)。

THE BUYER:
NAME OF COMPANY :
ADDRESS :
Telephone :
Fax :
Legally Represent by :
E-mail :
PostalCode :

(hereinafter referred to as “Buyer” )

Whereas:

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(A) The BUYER is a company registered in Hong Kong whose part of its business is to supply coal to its Client
(as hereinafter defined) in China. (B) The SELLER is a company registered in Indonesia whose part of its
business is a coal supplier.
(C) The SELLER and the BUYER have agreed to enter into this Contract whereby the SELLER will supply the Coal
(as hereinafter defined) to the BUYER subject to the terms and conditions herein contained.

Now it is agreed as follows:

1.DEFINITIONS
In this Contract, unless the subject or context otherwise requires, the following words and expressions will have the
following meanings respectively ascribed to them:

A) Metric Ton/Tons/MT : A measure of weight equivalent to one thousand kilograms(1,000 Kg).

Day : Means a Gregorian calendar day, unless specified otherwise.
C) Month : Means a Gregorian calendar month.
D) Calendar quarter : Period of three (3) consecutive months
E) Bill of Lading The official document, issued at the loading port after completion
of the loading operations, stating, among other things, the
amount loaded, expressed in both Cubic Meters (M3) and in
: Metric Tons (MT) per the definitions herein. This original
document has to be signed by the ship’s Master and made out in
accordance with the instructions hereinafter specified in the
Contract.
F) “SKBDN” Means Surat Kredit Berdokumen Dalam Negeri
G) F.O.B Free on board, including cargo loading, tally and trimming
: strictly in accordance with the definition found in the latest
version of INCONTERMS 2000
H) Banking Day : Any day on which the bank opens for business in jurisdiction
where the SELLER and BUYER are located.
I) Delivery Date : In accordance with the latest version of INCOTERM 2000, this is
the date when the nominated international inspecting authority
completes sampling of cargo which has arrived at the contracted
loading port for shipment.

J) Execution Date : The date when the original contract is signed and stamped by
both parties.
K) International Independent Laboratory : CCIC
L) “ISO” : means the International Organization for Standardization.
M) “CIQ” : means the China National Commodity Import & Export Inspection Bureau
N) “CCIC” : means China Certification & Inspection Group Co. ,Ltd.
O) ”ARB” : means As Received Basis
P) “ADB” : means Air Dried Basis
Q) “SAMPLING” : Sampling shall be carried out on deck during loading.
R) “USD” : means the legal currency of the United States of America
S) “ASTM” means the American Society for Testing and Materials
U) “NCV (ARB)” : means Net Calorific Value on Received Basis

2.COMMODITY
The BUYER agrees to buy the Coal from the SELLER and the SELLER agrees to sell the Coal to the BUYER as set out in
this Contract.
Commodity : Steam Coal Net Calorific Value (ARB) 4800Kcal/kg

Origin : SOUTH KALIMANTAN, INDONESIA

:
Description of goods ： STEAM COAL IN BULK OF INDONESIA ORIGIN

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3. QUANTITY： Quantity:60,000MT (+/-10%) X 2 = 120,000 MT

4.LOADING AND DELIVERY DATE

Loading port :
Coordinate：LAT. :

Laycan(tentative) : (actual loading time shall be as stipulated on charter party)

Laytime Laytime to be commenced 12 hours from NOR tendered, unless loading
: operation started earlier when laytime to be calculated from the actual time.
Loading shall be completed within 5 weather working days.
Delivery period and date : Delivery date shall be B/L date.
5 QUALITY/SPECIFICATION OF COA
For the full duration of the Contract, The Specification listed bellow made on ISO Standard and Net Calorific
Value as received basis , unless otherwise indicated:

Items for Quality Guaranteed Specifications Rejection

Net Calorific Value (ARB) 4,800Kcal/Kg Below 4,600Kcal/Kg

Total Moisture (ARB 26% More than 28%

Ash Content (ADB) 15% More than 17%

Volatile Matter (ADB) 45%
Fixed Carbon (ADB) By difference
Total Sulfur (ADB) 0.8% More than 1%
Hard Grove Index (ADB) More than or equal to 45 Below 45
Size (0 – 50mm ) More than 90% Below 90

6. PRICE
6.1. . The Unit Price is based on 4800Kcal/kg (Net calorific value) As Received Basis (ARB).The price of the Coal
shall be quoted and paid in United States Dollar.
6.2 Seller is responsible for the goods until loading has been completed at the loading port(until the goods
pass the ship’s rail)
6.2. The costs of customs formalities as well as all duties, taxes and other charges including port charges,
supervisory expenses and any other charges payable upon export of the goods, shall be for seller’s
account.
6.3. Fees for cargo inspection at loading port shall be for seller’s account.
6.4. The Contract Amount per Vessel Shipment is
7 PAYMENT TERMS
After signed the contract by both parties .The buyer shall open the draft of the L\C to seller for
confirmed prior to formal issuance. The buyer shall open the Non-operative L\C through the first class
bank within 7 working days after the date of seller confirmed the draft of L\C.
The documentary LC should be Irrevocable and Non-Transferable 100% at sight covering 100% of the
contract value.
7. Performance Bond
Within five ( 7) working days upon the LC draft is approved by seller, the Buyer shall issue a
Non-operative DLC with 100% cargo value for first shipment in favors of the Seller via the
mutually agreed Bank Channel. Within 5 days after Buyer issued the Non-Operative DLC. Seller
shall issue a 2% of LC amount Performance Bond to the buyer。The L\C will become into
effective after the buyer received and confirmed the PB. If seller is failed to issue the PB within 5

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working days. Buyer has the right to draw back the LC. AND If the Seller fails to carry out the
shipment as per the contract, the performance bond for 0% of the contract value will be forfeited
to the Buyer .The buyer has right t o ask for claim according to the performance bond...
a. The L/C should contain the following terms & conditions in favor of the Seller：
The L/C should be valid for 60 days from the date of credit issuing.
.The L/C shall incorporate the following:
O Charter Party bills of lading acceptable
O Partial shipment not allowed.
O Trans-shipment not allowed

Additional Conditions in the L/C must incorporate the following conditions:

i. I. Typographical error or spelling mistakes shall not be part of discrepancies.
i. I. Third Party documents I. L/C Amount under drawn or overdrawn due to price adjustment are
acceptable.
i. i. Other terms and conditions of the Letter of credit to be advised on later.

b. PAYMENT DOCUMENTS
DOCUMENTS REQUIRED FOR NEGOTIATION OF L/C
Payment of One Hundred percent (100%) of Seller’s Commercial Invoice Amount shall be made
upon presentation of the following documents:
- The signed commercial invoice in 3 (Three) original s covering 100% of the contract value based on
the quality and weight report issue d by CCIC at the Loading Port shall indicate this LC No., the
Contract No. showing good ’s description , Quantity, Unit Price, Total Amount and the Payable
Amount.
- Full set of (3 x 3) original, clean on Board Charter Party Bill of Lading, consigned to the order or
endorsed to the order of LC opening bank as per Charter Party” . Notify part y to be advised by the
Buyer.

- 1 original and 1 cop y of Certificate of Sampling and Analysis issue d by CCIC.

- 1 origin al and 1 cop y of Certificate of weight issue d by CCIC .
- 1 origin al and 1 copy of Certificate of Origin Issued by competent government authority.

7 DELIVERY
8.1. The seller shall deliver the cargo to the buyer’s chartered vessel at loading port and be
responsible for ship’s trimming.
8.2. All vessel or shipping space to carry the coal under this Contract shall be booked and supplied by
the BUYER or BUYER’s shipping agent. The vessel must be seaworthy and suitable for loading and
vessel’s detail must be presented to SELLER for approval.
8.3. Before the laycan, the seller shall have nearly 60000 tons of cargo ready at the yard of loading
port and notify the buyer. Within the period of laycan and before the buyer’s vessel arrive at the
loading port, the seller shall get ready full cargo.
8.4. The exact Laycan shall be mutually agreed by both Parties. When the BUYER submits Laycan to
the SELLER for loading at the Loading Port with all details, the SELLER shall confirm such Laycan in
written within one (1) working day after the receipt thereof to the BUYER. In the event the SELLER
rejects this Laycan, then the BUYER has the option to propose another Laycan within five (5)
working days and the SELLER must accept it.
8.5. In the absence of any response to BUYER’s nomination within twenty four (24) hours, it will be
considered as if the SELLER has accepted the Laycan.
8.6. The BUYER shall advise the SELLER of the details of the vessel, estimated quantity to be able to
load and the Estimated Time of Arrival (ETA) in writing not later than seven (7) days prior to the
date of the shipment.
8.7. Following acceptance of vessel by the SELLER, the BUYER shall advise any change in vessel’s
planned ETA at the Loading Port. The BYER shall arrange for the Master of vessel to notify the
Seller and its Port Agent of the vessel’s ETA ten (10)days, seven (7) days, five (5) days, three (3)

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days, forty-eight (48) hours, twenty-four (24) hours respectively prior to ETA of the vessel at the
Loading Port.
8.8. The BUYER’s vessel must be equipped with Gears and Grabs so as to facilitate and expedite the
loading of the cargo onto the BUYER’s vessel. Grab loading rate: 8000 tons PWWD SHINC. The
buyer promises ship’s facilities including ship’s derrick to be in good working order and be used by
the seller free of charge. And loading time shall be deducted pro rata where loading is affected
due to ship’s derrick working load being too small or the failure of ship’s derrick.
8.9. Loading amount: 60000 tons steam coal in bulk. +/-10% at seller's option, seller shall make
declaration of ship's deadweight tonnage of cargo two days before vessel arrives at loading port.
8.10. The Buyer arranges to load cargo only at one berth (or anchorage).Partial loading is not allowed.
8.11. NOR to be tendered at any time day or night, sundays and holidays included, whether in port or
not, whether in berth or not, whether custom cleared or not, whether pratique granted or not.
Laytime commence after NOR tender 12 hours bends. If loading/discharging commenced earlier,
actual time used to be counted as laytime.
8.12. Demurrage/dispatch in port of loading which is not due to the buyer, if any, shall be
borne/enjoyed by the seller. Demurrage / dispatch shall be determined after negotiation between
both parties.
8.13. ONCE ON DEMURRAGE, ALWAYS ON DEMURRAGE.
8.14. The Seller shall upon completion of loading advises the Buyer within 3 working days by cable/
telex/fax of the contract number, name of vessel, carrier, DWT, Flag of vessel, Ocean bill of lading,
Net Tonnage, name of commodity, approximate invoice value and ETA.
8.15. After seller receives 100% payment that is agreed and accepted by seller, the ownership of the
goods will be transferred from the seller to the buyer.
8.16. At the loading port, if any delay of the vessel is caused from the delay of inspection report due to
the inspection company, the seller shall be responsible for the Demurrage charge.
8.17. In case of delay the loading process, if any problem of vessel occurred, the supplier has the
responsibility to help buyer to find backup equipment to continue the loading process, and buyer
will pay it.
8.18. Seller shall inform buyer of the coordinates of loading port and the berthing for vessel 10 days
before loading.
8.19. The supplier is responsible for every necessary certification & documents for loading goods ,
customs clearance, quarantine, port authority’s procedure etc.
8.20. The supplier has to buy the bill for any possible related cost if the supplier cannot provide the
qualified coals that meet the required in the contract.
8.21. The seller should settle the full and legal export procedures; otherwise all the losses should be
seller’s account. All the expenses at loading port (include the expenses of analysis report, export
tariff and all other expenses in Indonesia) is for seller’s account.
8.22. Buyers will have the right to depute their representative(s) or nominate agency at their cost
to witness weighing, sampling, and analysis at load port.
8.23 The Buyer and the seller shall have the right to appoint a representative to attend and observe
the weight and quality determination at the loading/discharging port at any time and at its own
expenses.
8.24 The loss shall be for buyer’s account if the following circumstances happen: breakdown or failure
of the Vessel to comply with the requirements or regulations of the loading port causing delay or
restriction to loading operations; any other delay attributable to the Vessel or the Buyer’s Agents.

8 INSURANCE
Insurance to be covered by Buyer from the time that cargo is loaded on board of the vessel. For this
purpose, Seller shall advise Buyer by fax or e-mail from the start of loading and confirm immediately of
exact quantity and value of cargo on board after completion of the loading.

9 INSPECTION-QUANTITY/QUALTY DETERMINATION
10.1 Seller and Buyer mutually agree that CCIC in the loading port shall be appointed at designated
loading port, and the buyer appoint institute or personals to the loading site for supervising loading
and inspection. CCIC in the loading port presents the Certificate of Quality and Certificate of
Weight and Draft Report. Seller shall deliver the above reports to Buyer by facsimile in purpose of

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undertaking Customs Clearance at the destination port. The inspection costs of CCIC at loading port
shall be for the Seller’s account; while the expenses for appointing personnel to supervising inspection at the
loading port shall be borne by the Buyer.
10.2 Quantity and quality assessments, conducted by the appointed Surveyor Company, shall be in
accordance with ASTM standard. The seller and the buyer mutually agree to carry out sampling on
deck during loading. The representative samples for each specific item of analysis to be taken and
prepared at the Port of Loading shall be divided into three (3) parts. Therefore, three (3) Sample
Sets shall be established for each vessel Shipment and to be distributed as follows:
10.2.1 One (1) Sample Set shall be used for the analysis of that Shipment of Coal at the Loading Port by
CCIC to determine its Quality and Characteristics;.
10.2.2 One (1) Sample Set shall be delivered by CCIC at the SELLER’s cost to the BUYER in a suitable
airtight container, properly sealed and labeled, by air parcel or in such other manner as the BUYER
may direct; and
10.2.3 One (1) Sample Set (hereinafter referred to as “Umpire Sample”) shall be retained by CCIC in a
suitable airtight container, properly sealed and labeled, for a period of ninety (90) calendar days
after completion of loading of that Shipment of Coal.
10.3 In the event that either Party wishes to challenge the results of any analysis made at the Loading
Port, it shall do so within thirty (30) working days after being advised of the results of analysis at
the Port of Loading. Under such circumstances, the Umpire Sample taken at the Port of Loading
shall be sent to an Independent reputable Testing Laboratory agreed by both Parties. The analysis
results of the Umpire Sample issued by the third Party Independent Testing Laboratory shall be
final and conclusive and shall serve as the basis for the computation of Quantity and Quality
adjustment reflected in the SELLER’s Commercial Invoice. The costs and expenses of such analysis
of the Umpire Sample shall be borne by the Party requesting for such additional analysis.
10.4 Items to be inspected shall include but not limited to those contained in Article 5 herein.

11 PRICE ADJUSTMENT
THE UNIT PRICE FOR 4800 KCAL/KG OF NET CALORIFIC VALUE (ARB) IS USD 53.5 /MT
Premium :
11.1 For each 1 Kcal/Kg of Net Calorific Value (ARB) above 4800 Kcal/Kg premium is at USD0.014/
MT. All payments of the increased Net Calorific Value (ARB) will be afforded by the buyer.
Maximum premium is set at Net Calorific Value (ARB) 5000Kcal/kg
Penalties:
For each 1Kcal/Kg of Net Calorific Value (ARB) below 4800 Kcal/Kg price will deduct USD 0.014/MT，
All payments of the deducted Net Calorific Value (ARB)will be afforded by the seller.
If Net Calorific Value (ARB) falls below 4600 Kcal/Kg, Buyer has the right to reject the shipment.
11.2 Total Moisture (ARB)
If the Actual total moisture exceeds 26% (ARB) as stated in the surveyor ‘s certificate at loading port
，then the invoice weight shall be adjusted according to the following formula:
Invoice Weight =certificate of weight × (100% - Actual TM (AR)%)
100%-26%
If total moisture is over 28%, then buyer has the right to reject the shipment.

11.3 All price adjustment under this article shall be determined after negotiation between both parties.

12. NON PERFORMANCE

12.1. The depreciate rate caused by degrade of the goods will be negotiated by both parties besides the
contract. It will be judged as accept the Claim for Compensation if supplier doesn’t answer within
15day. (Cheat Claim for Compensation is unacceptable)
12.2. It will be regarded as Seller’s breach of the contract if seller cannot supply the export license and
relevant documents for Indonesia Coal that shall be prepared by seller at loading port before delivery
date stipulated on this contract, so that the contract cannot be performed normally. Besides, the
losses shall be compensated including of chartering vessel to Buyer.

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12.3. All claims will be executed in writing and by e-mail (the time is subject to the sending of e-mail and the
content is based on the written documents)
13. LIABILITY EXEMPTIONS
13.1. When such failure, or delay, is caused by Force Majeure being any event, occurred by circumstance
reasonably beyond the control of that party, including without prejudice to generality of the forgoing
failure or delay caused by or resulting from Acts of God, strikes, Fire, Floods, Wars (whether
declared/undeclared), riots, destruction of embargoes, accidents, restrictions, quotas on by any
Governmental authority including allocation.
13.2. No reduction or suspension in the deliveries or receipt of Steam Coal due to any of the reasons set
forth above, shall not extend the term of this contract or terminate the same. If any circumstance(s)
mentioned in the Clause 13.1 happen and persist for more than thirty (30) days, the seller may correct
the situation with the approval of the buyer.
13.3. Both parties are not responsible for non-performance due to force majeure. But after this kind of issue
happened, the supplier has to notice the buyer immediately and get & express the documents by air
transport service from the government to prove the existence of Force Majeure within
10days.Without these documents; the supplier has to shoulder any related losing unconditionally.
13.4. The certificate issued in original by the competent recognized authority should be deemed as
sufficient proof for the claim force Majeure and duration.
14 APPLICABLE LAW
14.1. All disputes or difference whatsoever arising between the parties out of or relating to the
construction, meaning and operation or effect of this Contract or breach thereof shall be negotiated
by Seller and Buyer at first. If it cannot come to a new agreement, it shall be settled by Arbitration in
accordance with the International Rules of Arbitration and the award made in pursuance thereof shall
be binding on both parties. The venue of arbitration proceedings will be in Singapore. The Contract
shall be governed and construed by Singapore Law.
The loser should buy the bills for any possible charges and fees caused by this appeal including
winner’s hospitality, Attorney fees or other arbitration related costs.
14.2. Neither party shall fail to comply in a timely way with the obligations of this part to be performed in
pursuant to this contract even though a dispute may have been arisen and preceded into arbitration.

15 SPECIAL CONDITION
15.1. Buyer and Seller mutually warrant that they have exerted and shall continue to exert their best efforts
to avoid any action, which might be in any manner detrimental to both interest in the negotiation,
execution and performance of this contract.
15.2. The parties hereby agree that all terms, which are not specifically confirmed and agreed upon in this
contract, have to be referred to the general rules of the ICC INCOTERMS Edition 2000 with latest
amendments. Unless otherwise explicitly stipulated by the contract.
15.3. Any notice or communication to be given by one party to the other shall be in English /Chinese
Language and be subject to Chinese version and shall be delivered to the party concerned by letter,
telex or facsimile. Notify time is subject to E-mail while the content is based on the letter.

16 OTHERS
16.1. This contract contains the entire understanding between the parties with respect to the transactions
contemplated hereby and can only be amended by a written contract. Any prior contract, written or
verbal is deemed merged herein and shall be superseded by this contract.
16.2. The 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 Contract.
Buyer and Seller shall keep confidential for contract contents within 3 years from the effective date of
the contract.
16.3. This Contract is the final and entire contract between the parties in respect to the coal to be
purchased and sold under this contract and does not represent understandings or contract, oral or
written which we are not included herein. If there be any corrections or insertion of information,
Amendments or Addendums of contract shall be commenced and are regarded as the integral part in
this contract.

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All signed Appendices, Attachments, Annexes and supplements form part of this contract and are
integral parts of this contract.
16.4. The article and other headings in this contract are for convenience only and shall not be interpreted in
any way to limit or change the subject matter of this contract.
16.5. E-mail(scanned original) is effective, do not accept any soft copy
16.6. Any revision of the contract has to be approved by both sides via signature
16.7. Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions.
16.8. If the two parties can complete the first shipment successfully, then this contract automatically
changes to a 12 months contract, the Quantity is 100,000 MT per month at least.
16.9. The price specified in the Clause 6.1 shall be reviewed and finalized by both parties every two months,
and both parties shall do their best endeavor to renegotiate and agree on the price.

17 BANKING DETAILS
BUYER’S BANK
Company :
Company address :
TEL :
FAX :
Name of Bank :
Bank Address :
Account Name :
Account Number :
SWIFT CODE :
Contact :
Bank TEL :
Bank FAX :

SELLER’S BANK

Company :
Company address :
TEL : +62–21
FAX : +62–21
Name of Bank : MAYBANK
Bank Address :
Account Name :
Account Number :
SWIFT CODE :
Bank TEL :
Bank FAX :

THIS CONTRACT IS WRITTEN IN ENGLISH AND CHINESE, BOTH ENGLISH AND CHINESE HAVE THE SAME FORCE AND EFFECT.

This contract shall be effective once signed and sealed by representative by seller and buyer 2(TWO) original copies
and each hold 1(ONE) copies.

FOR AND ON BEHALF OF SELLER FOR AND BEHALF OF BUYER

： ：

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________________________________ ___________________________
NAME : NAME：
TITLE: Director TITLE:

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