SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL

CONTRACT NUMBER: 003.UG.TSL/50K-COAL/CHTG-KS./EG.SB/01092016

SALE AND PURCHASE AGREEMENT OF

INDONESIAN STEAM COAL GAR 4400 KCAL/KG

CONTRACT NUMBER : 003.UG.TSL/50K.COAL/CHTG-KS/EG.SB/2016/001

BETWEEN

CV ULUAGAH
(Hereinafter called SELLER)

AND

TRISTAR LINES PVT.LTD

..........................................................

(Hereinafter called BUYER)

INDEX

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 SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL
CONTRACT NUMBER: 003.UG.TSL/50K-COAL/CHTG-KS./EG.SB/01092016

Clause 1 - DEFINITIONS .....................................................................................................3

Clause 2 - TERM OF THE AGREEMENT.............................................................................4
Clause 3 - COMMODITY ......................................................................................................4
Clause 4 - QUANTITY AND DELIVERY................................................................................4
Clause 5 - PORT OF LOADING............................................................................................4
Clause 6 - QUALITY.............................................................................................................. 5
Clause 7 - PRICE..................................................................................................................5
Clause 8 - PRICE ADJUSTMENT ON QUALITY...................................................................5
Clause 9 - QUALITY DETERMINATION...............................................................................6
Clause 10 - WEIGHT DETERMINATION................................................................................8
Clause 11 - PAYMENT............................................................................................................ 8
Clause 12 - SHIPPING TERMS..............................................................................................9
Clause 13 - TAXES, DUTIES, ETC.......................................................................................10
Clause 14 - NOTICES........................................................................................................... 11
Clause 15 - BANKING COORDINATE .................................................................................11
Clause 16 - FORCE MAJEURE............................................................................................12
Clause 17 - GOVERNING LAW AND ARBITRATION...........................................................13
Clause 18 - NO WAIVER......................................................................................................14
Clause 19 - LIMITATION OF ASSIGNMENT........................................................................14
Clause 20 - TERMINATION..................................................................................................14
Clause 21 - SEVERABILITY.................................................................................................14
Clause 22 - LIABILITIES AND WARRANTIES......................................................................14
Clause 23 - PERFORMANCE GUARANTEE........................................................................15
Clause 24 - INSURANCE......................................................................................................15
Clause 25 - ENTIRE AGREEMENT AND AMENDMENT .....................................................15

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 SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL
CONTRACT NUMBER: COAL/CHTG/EG.SB/2016/001

This Agreement (the “Agreement”) is agreed and made on 01 September, 2016 by both
parties as follows:

CV. ULUAGAH, a company registered according to the laws of Republic of Indonesia and
having its office at Jl. Panglima Timur, Banjarbaru, Kalimantan Selatan, Indonesia and is duly
authorized and represented by Drs. H. Nuryadi as PRESIDENT DIRECTOR.

(Hereinafter referred to as “Seller”)

And

TRISTAR LINES PVT.LTD, a company registered according to the law of ..........and having its
office at ………………………. and is duly authorized and represented by Mr. ................... as
MANAGING DIRECTOR.

(Hereinafter referred to as “Buyer”)

Hereinafter referred to as each a “Party” and together the “Parties”.

NOW THEREFORE the Parties have agreed as follows:

Clause 1 – DEFINITIONS

As used herein;

“ASTM” means the American Society for Testing and Materials.

“B/L” means Bill of Lading;

“Coal” means the commodity set out in Clause 3 complying with the specification in Clause 6
or which is otherwise accepted by the Buyer.

“Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer to the currency of
the United States of America.

“ETA” means expected time & date of arrival.

"CIF" means cost, insuranceand freight in accordance to Incoterms 2010, or the latest

version of said Incoterms.

“ISO” means the International Organization for Standardization.

“Loading Port” means the 1 safe anchorage point at a designated location in Kalimantan,
Indonesia.

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“Ton (s)“, “Tonne (s)”, and “MT” means metric tonne of 1,000 Kgs as defined in
“International System of Units”.

“Price” shall mean the price for invoicing purposes expressed in US Dollars with any
calculated price rounded up or down to the nearest cent.

“kcal” means Kilocalorie (s) as defined in the “International System of Units“.

“kg” means Kilogram (s) as defined in “International System of Units“.

“mm” means Millimeter as defined in “International System of Units”.

“Working day” means a day upon which business is regularly transacted and unless
expressly stated, the term “day” shall be deemed to mean “calendar day”.

“Pratique” means permission to do business at a port by a ship that has complied with all
applicable local health regulations.

“Laytime” means time allowed to load the cargo on to the mother vessel.

“WWDSHINC” Weather Working Day Sunday and Holiday included means day of 24
consecutive hours including Sunday and Holiday on which work in loading coal on board a
vessel may be carried out without loss of time due to the weather.

“Statement of Facts” means a statement prepared by the ships agent at the port of loading
which shows the date and time of arrival of the vessel and the commencement and
completion of loading. It details the quantity of cargo loaded each day, the hours worked and
the hours stopped with the reasons of stoppages.

Clause 2 - TERM OF THE AGREEMENT

The parties hereby agree that the term of this agreement shall commence from the date of
signing of this Agreement until the sale and delivery of the contracted quantity under this
agreement has been fully performed by the parties or until both parties mutually agree to
terminate this agreement, whichever comes earlier. Buyer shall purchase the coal from Seller
on CIF basis (Incoterms 2010).

Clause 3 – COMMODITY

Indonesia Steam Coal (Non-Coking) in Bulk and Origin from Kalimantan,

INDONESIA.

Clause 4 – QUANTITY AND DELIVERY

The Quantity for supply under this Agreement shall be 50,000 MT per month (+/- 10%) for the
duration of this Agreement on geared & grabbed vessel and/or gearless (at Seller’s Option).
The first trial shipment of 50,000 MT (+/- 10%) is to be scheduled to commence within
SEPTEMBER 2016 and the delivery schedule for subsequent shipments after the first trial
shipment shall be mutually agreed in writing between Buyer and Seller with a minimum of 10
days prior to laydays commencement.

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The duration of this Agreement is one (1) year subject to the satisfaction of the shipment(s)
by Buyer.

Clause 5 – PORT OF LOADING/DISCHARGE

Port of Loading is to be advised in writing. Safe open sea anchorage points will be provided
in East or South Kalimantan by the Seller.

Port of Discharge shall be at Port of Chittagong or any other designated port.

Clause 6 - QUALITY

6.1 The Coal to be supplied shall conform to the following typical specifications, in
accordance with ASTM standards:

Typical & Guaranteed Rejection

Total Moisture AR 32% more than 34%
Inherent Moisture ADB 12-15% approx. -
Ash ADB 8% max
Volatile Matter ADB (approx.) -
Fixed Carbon ADB By Difference -
Total Sulfur ADB 1% max more than 1%
Gross Calorific Value ARB 4,400 Kcal/Kg <4,300 Kcal/Kg
HGI - 45-55 -
Size 0-50 mm 10% (max) -
50 mm -300mm mm 90% (max) -

Contamination: The cargo is to be free of any foreign materials such as, but not limited to,
bones, wood, metal, rocks, wire, plastics and other impurities.

Clause 7 - PRICE

The price for the Coal to be supplied under this Agreement shall be USD 44.00 (United
States Dollar Forty Four only) per metric ton (MT) CIF Basis to Port of Chittagong,
Bangladesh on either Geared or Gearless Mother Vessel based on guaranteed coal
specifications of Gross Calorific Value (ARB): 4,400Kcal/Kg, Total Moisture (ARB): 32% and
Total Sulphur (ADB): 1% and shall be referred to as the “Contracted Price”; The Price shall
be adjusted in accordance to Clause 8 herein.

The Price for the coal will be subjected to review and adjustable every three (3)
months from the date of this contract subject to mutual agreement by both parties.

Clause 8 - PRICE ADJUSTMENT ON QUALITY

The following price adjustments based on quality determinations made in accordance with
Clause 7 herein shall apply to determine the final price per metric ton payable by the Buyer to
the Seller for each shipment of Coal made hereunder:-
(a) Gross Calorific Value (ARB)

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If the certified Gross Calorific Value (ARB) supplied is below or above 4,400Kcal/Kg as
stated in the surveyor's certificate at loading port (“Certified GCV”), then the Invoice Price
shall be adjusted by the following formula (fraction pro-rata), until rejection limit:

Certified GCV (ARB)

Invoice Price = Contracted Price X ---------------------------------
4,400 Kcal/Kg (ARB)

If the certified Gross Calorific Value (ARB) supplied falls below the rejection limit, Buyer
shall have the right to reject the cargo or to apply a penalty subject to negotiation
between the SELLER and BUYER.

(b) Total Moisture (ARB)

If the certified Total Moisture as stated in the surveyor's certificate at loading port (the
“Certified TM”) exceeds 32% (ARB), then the invoice weight shall be reduced as per the
following formula (fraction pro-rata), until rejection limit:

100 – Certified TM
Invoice Weight = B/L Weight X ----------------------------------------
100 - 32

If the Certified TM is higher than rejection limit as specified in Article 6, Buyer shall have
the right to reject the cargo or to apply a penalty subject to negotiation between the
SELLER and BUYER.

 REJECTION
BUYER has the absolute right to reject the Cargo if one or more of below parameters
exceeds the agreed level:

Gross Caloric Value (ARB) : If below 4,300 kcal/kg

Total Moisture (ARB) : If above 34%
Total Sulphur (ADB) : If above 1%

Clause 9 – QUALITY DETERMINATION

9.1 The Parties agree to appoint Buyer’s preferred International Independent Surveyor to
perform the sampling and quality determination in accordance with this clause.

9.2 All sampling and sample analysis necessary pursuant to the term of this Agreement shall
be made in accordance with the ASTM procedures. Sample taken by Buyer’s preferred
International Independent Surveyor shall be divided into 4 parts to provide:

- 1 (one) sample being the shipment analysis sample (the “Shipment Sample”);
- 1 (one) sample being the SELLER’s sample (the “Seller’s Sample”);
- 1 (one) sample being the BUYER (the “Buyer’s Sample”), if requested;
- 1 (one) sample being the Umpire sample (the “Umpire Sample”) which shall be
retained by or any other mutually agreed inspection agency until 60 (Sixty) days after
completion of loading.

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These samples shall be clearly labeled (including without limitation sample and container
weight) and kept in air tight sealed containers.
The Shipment Sample shall be analyzed by Buyer’s preferred International Independent
Surveyor agreed internationally recognized laboratory. This laboratory shall perform an
analysis of the characteristic specified in clause 6, and shall issue the Certificate of
Sampling and Analysis certifying the results of such analysis.

9.3 The Certificate of Analysis to be issued by the Buyer’s preferred International

Independent Surveyor upon completion of the analysis shall detail the results based on
the specifications in Clause 6. Such quality determination shall be final and binding upon
Seller and Buyer and it shall be the basis for settlement for the purposes of this
Agreement.

9.4 Buyer has the right at any time to observe during the shipment or appoint an
observer/rep/third party international inspection agency to observe the loading and
sampling at Buyers own cost. the Seller to render neccessary asistance and cooperation.

9.5 In the event that either party wishes to challenge the result of such analysis, it shall do so
within sixty (60) days from date of Bill of lading (date of completion of loading of the
vessel). In such event the Umpire Sample shall be sent to mutually acceptable
internationally recognized independent commercial laboratory (the “Umpire Laboratory”).
The Umpire Laboratory shall perform analysis of the specifications for the parameters
requested by the party called for umpire analysis, and shall issue a certificate (the
“Umpire certificate”) certifying the results of such analysis.

9.6 In the event that the results of the analysis of the Umpire Sample are deviating beyond
the reproducibility limits (set out below) from the analysis reports produced by Buyer’s
referred International Independent Surveyor (or should one party prove any inaccuracy in
taking the samples or the analyzing, both parties will discuss in good faith to clarify the
situation and agree on a new analysis result for invoicing purposes. If agreement cannot
be reached on a new analysis, the umpire analysis shall be final and binding on both
parties.

9.7 The costs for sampling and analysis shall be for the account of Seller. Cost of additional
analysis of the umpire sample shall be borne by the requesting party.

Clause 10 – WEIGHT DETERMINATION

10.1 The Parties agree to appoint Buyer’s preferred International Independent Surveyor to
perform the weight determination in accordance with this clause.

10.2 The weight of each shipment of Coal shall be determined to the nearest tonne of weight
(mass) by draft survey of carrying ocean carrier at the Loading Port conducted by the
independent Superintending Company. Seller shall pay the cost of the draft survey.

10.3 The Buyer’s preferred International Independent Surveyor shall issue a Certificate of
Weight. Such weight determination shall be final and binding upon Seller and Buyer and
it shall be the basis for settlement under this Agreement, unless an adjustment is
required pursuant to clause 6.

10.4 Should Seller take less than the minimum quantity requested to be loaded as advised
by Buyer upon vessel nomination the Seller shall be liable for vessel dead freight, if any,
resulting from the shortfall of loading. Buyer shall have the right to deduct dead freight if
any, from cargo payment.

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CONTRACT NUMBER: COAL/CHTG/EG.SB/2016/001

Clause 11 - PAYMENT

11.1 Upon signing of this agreement, Buyer shall issue an operative, irrevocable and non-
transferable at sight Documentary Letter of Credit (L/C) with 45 days validity in favor of
Seller within 5 working days upon receiving the proforma invoice.

11.2 Seller shall issue to Buyer a Performance Bank Guarantee (PBG) of 2% of the face
L/C amount of the shipment within 5 working days upon receiving the operative L/C.

11.3 The L/C amount should cover the value of 100% quantity to be delivered plus 10% and
fully payable at sight upon completion of loading the coal onto the mother vessel at
Port of Loading against presentation of shipping documents as listed in clause 11.5
below.

11.4 All bank charges outside Buyer's bank country shall be borne by the Seller, and all
charges within Buyer's bank country are for the Buyer's account.
11.5 The Letter of Credit shall provide for payment at sight after presentation of the
following documents at the advising bank:
i) Full set 3/3 (three originals and three copies) of “Clean on Board” marine Bill
of Lading made out to order and blank endorsed marked “Freight Prepaid” and
notifying the LC Applicant.
ii) Seller’s signed commercial invoices 3 original and 3 copies indicating the L/C
Number and Proforma Invoice Number.
iii) 1 original and 2 copies of Certificate of Sampling and Analysis by an
independent surveyor at loading port.
iv) 1 Original and 2 copies of Certificate of Weight by an independent surveyor at
loading port.
v) 1 Original and 2 copies of Draft Survey Report by independent surveyor at
loading port.
vi) 1 Original and 2 copies of Certificate of Origin issued by Indonesian Chamber
of Commerce or any other competent Government authority or by an
independent surveyor at loading port.
vii) Beneficiary’s certificate stating that he has sent by air courier or by fax or by
email, one set of non-negotiable shipping documents directly to applicant
within 5 business days after shipment.

Clause 12 – SHIPPING TERMS

Nomination of vessel
i) Seller to nominate for each shipment a vessel to Buyer 14 (Fourteen) days
prior to ETA of the vessel, ETA to be within the agreed stem dates. Buyer
will reply within one day intimating acceptance of the nominated vessel,
which acceptance shall not be unduly withheld.
ii) Demurrage / Despatch rate to be informed by Seller to Buyer according to
the relevant Charter Party upon vessel's nomination.

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iii) Seller to appoint agents at discharge port whose full style shall be forwarded
to Buyer. Seller or their agents shall send 7, 5, 3, 2, and 1 day(s) notice to
Buyer.
iv) The exact one Discharge Port shall be declared by Buyer before the LC is
opened by Buyer.

12.1 Discharge Rate

Buyer guarantees the discharge rate to be minimum 3,000 MT WWDFHINC PER-
DAY, basis geared & grabbed vessel, confirmed at the time of vessel acceptance
(excluding major Bangladesh national public holidays stated in Clause 13.2). This
rate will be the rate for the calculation of demurrage and despatch.

12.2 Notice of Readiness (NOR)

i) NOR may be tendered Monday through Sunday, major Bangladesh national
public holidays stated in clause 13.2 excluded, provided that vessel is in all
respects ready to load the intended cargo. NOR may be tendered by cable,
telex or fax.

ii) Discharge shall start to count 12 hours after NOR tendered in free pratique,
unless loading is sooner commenced in which case actual time used to
count.

12.3 Shifting
Seller and Buyer may mutually agree to shift vessel to a second anchorage. Shifting
expenses, if any, to be for the Party’s account who requests the shifting. The time
used for shifting will be counted as laytime.

12.4 Detention
In the event the vessel is prevented from or delayed in berthing or sailing at/from the
Discharge port as a result of Buyer failure to complete all formalities and process
necessary documentation, Buyer will be responsible for the costs associated with
the detention of the vessel over and above demurrage.

12.5 Dead Freight

Buyer shall not bear any deadfreight. Deadfreight is at the cost of Seller.

12.6 Stevedore damage

The Buyer to provide stevedores, free of charge to the Seller, to discharge the
Commodity. The Stevedores at discharge port are to be appointed by the Buyer at
their risk and expense. The Stevedores shall be considered as the Buyer's servants
and the Buyer is to be responsible for any negligence, default or error in judgment of
the Stevedores. Discharging is to be done under supervision of Master. Master has
right to stop loading if in his opinion it is found unsafe that may cause damage to the
vessel. All delays due to this stoppage of work to be on Buyer's account. Should
Master suspect any damage caused to vessel by barges and/or due to stevedores,

Master to immediately notify in writing to stevedores/Buyer/Buyer's agent by

fax/cable or telex within 24 hours of its occurrence. Buyer or his agents have the
right to inspect any reported damage with his own surveyor. Master has right to
report the hidden damages upon discovery whether at sea or at discharge port.
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Buyer is solely responsible for such damage and same to be repaired at Buyer's
time and cost prior to vessel sailing from discharge port except for hidden damages
which is to be repaired at Buyer's cost and time at place and time requested by the
vessel owner.

12.7 Discharge Time Calculation

Discharge Time calculation shall be prepared based on Statement of Facts (SOF)
issued by the nominated agents in the discharge port and the terms in Charter Party
signed between the Seller and vessel owner. The calculation is to be confirmed and
accepted by Seller within 3 (three) days of the vessel sailing discharge port.
(Demurrage / despatch to be settled within 3 (three) days by both Buyer and Seller).
Buyer may send their representative to the loading port to witness the loading
operation as well as sampling and analysis of cargo, if required.

12.8 Title and Risk to Property

Transfer of risk. The risk with respect to the Coal shall pass from Seller to Buyer
when the Coal passes the ship’s rail and is loaded into the Vessel’s hold at the
Loading Port.
Transfer of title. Notwithstanding the transfer of risk, the transfer of title to the Buyer
shall only occur after receipt by the Seller of the full invoice amount due and owing
to the Seller.

Clause 13 – TAXES, DUTIES, ETC

13.1 All import duties, levies, dues etc. on the imported material from the vessel if any at
discharge port shall be to Buyer's account. All taxes, duties, export tax, levies, etc. on
loading goods in the country of origin / loading to be at Seller's account.

13.2 Major Bangladesh national public holidays include:

I.
2.
3.
Clause 14 - NOTICES

14.1 Any notices, declarations, invoices and other communications which either Party
may be required to give or make to the other Party, unless otherwise specifically
provided herein, shall be in writing and shall be sufficiently given or made if
delivered by hand or sent by post, postage paid or by facsimile, to the address
specified below.

14.2 Any notices, declarations and other communications given or made by post shall be
deemed to have been given or made on the 7th (seventh) business day after the day
of postage and if given or made by facsimile shall be deemed to have been given or
made on the business day following that on which the facsimile was sent.

14.3 Seller : CV. ULUAGAH

Address : Jln. Panglima Timur, No.42, Banjarbaru, Kalimantan Selatan

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Indonesia.
Tel : +62 511 674 9969
Email : uluagah@gmail.com,
Attn : Drs. H. Nuryadi

Buyer :
Address :

Tel :
Email :
Attn :

Either Party hereto may change its address by giving notice to such effect to the other Party.

Clause 15 - BANKING COORDINATE

Seller’s bank coordinates:

Bank Name : PT. BANK JATIM
Bank Address : Jl. A. Yani No. 20, Mojokerto, Jawa Timur, Indonesia
Account Number : 0161018040
Acc Name : CV. JASA GUNA TEKNIK
SWIFT Code : BJTMIDJA
Bank Officer : Mr. Eko Apriyanto

Buyer’s bank coordinates:

Bank Name :
Bank Address :
Account Number :
Acc Name :
SWIFT Code :

Clause 16 - FORCE MAJEURE

16.1 DEFINITION

Force Majeure as used herein shall mean any cause or condition (where or not
similar to those hereinafter enumerated) beyond the control of the party affected
thereby which wholly or partially prevents the performance except payment by the
said party of its obligations hereunder including without limitation: acts of God; acts
of a public enemy; war (declared or undeclared); civil war, sabotage, revolution, civil
disturbance, epidemic, cyclone, tidal wave, landslide, lightning, earthquake, flood,
storm, fire, adverse weather conditions, expropriation, nationalisation, act of eminent
domain, insurrections, riots, terrorism, breakdowns of or damage to mine, plant, port
facilities and Buyer's facilities (including affiliated companies facilities); labour
stoppages, lockouts, slowdowns, strikes or disputes; interruptions of transportation;

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orders or acts of civil or military authorities; the necessity for compliance with an
applicable law, regulation ordinance or resolution or order of court of administrative
authority; embargoes; blockades; any restrictions upon, delays in receiving or
failures to receive any permits, licenses, or approvals from any governmental
agency; explosion, breakage or accident for facilities; and impossibility of obtaining
or delay in obtaining necessary equipment, materials or supplies. No party shall,
however, be relieved of liability for failure of performance if such failure is due to
causes arising out of its own negligence or to causes which, at reasonable cost, it
could, but fails to, remove or remedy with reasonable despatch. Minor equipment
failures, which do not substantially impair the ability to perform, shall not be deemed
a Force Majeure occurrence.

16.2 EFFECT
i) The party affected by Force Majeure shall give prompt written notice to the other,
setting forth the particulars thereof in reasonable detail. The obligations of the party
giving such notice shall be excused to the extent made necessary by such Force
Majeure and during the continuance of such Force Majeure and said party shall incur
no liability by reason of its failure to perform the obligations so excused; provided,
however that the party giving such notice shall use its best efforts to eliminate such
Force Majeure as soon as and to the extent reasonably practicable (taking into
account costs). The affected party shall give prompt written notice of the termination
of such Force Majeure.
ii) Nothing herein contained shall cause the party affected by the Force Majeure to
submit to unreasonable conditions or restrictions imposed by a governmental
authority, or to submit to an unfavourable labour agreement, and it is agreed that any
settlement of labour strikes or difference with workmen or government authority shall
be entirely within the discretion of the party affected thereby.
iii) Subject to Clause 16.3, during any period that Buyer is excused from accepting and
paying for Coal by reason of Force Majeure, that portion of the quantity which Buyer is
excused from accepting and paying for may be sold by Seller to others without liability
to Buyer.
iv) If Buyer is the party affected by the Force Majeure condition, Buyer shall nevertheless
be obligated to accept and pay for any Coal, which at the time of commencement of
the Force Majeure condition, is being loaded or has been loaded into a Vessel.

16.3 ALLOCATION OF EFFECT

i) Shipment(s) excused by a Force Majeure condition for duration of 60 days or less
shall be made up, with such deliveries to be made upon a mutually agreeable

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shipping schedule, within or beyond the term of this agreement. Such schedule shall
be agreed immediately after termination of the Force Majeure condition.
ii) If a Force Majeure condition affects either Buyer or Seller such that performance
remains wholly excused for a continuous duration of more than 60 days, upon written
notice to the other party given at any time during the period of Force Majeure
condition, the obligations of the unaffected party hereto shall be discharged as to
deliveries (or acceptance) which would otherwise have been made during said
period.

16.4 TERMINATION
If such Force Majeure condition continues for a duration of 90 (ninety) consecutive
days, either party may, by written notice to the other, terminate this agreement in its
entirety and both parties shall be released from further obligations except for
obligations accrued prior to such termination, effective as of receipt of the notice of
termination.

Clause 17 - GOVERNING LAW AND ARBITRATION

17.1 All disputes in connection with this Contract or the execution thereof shall be firstly
settled by negotiation between the Seller and the Buyer. If no settlement can be
reached within sixty (60) calendar days after relevant notice is provided to the other
party, the case in dispute shall then be submitted for arbitration in Singapore in
accordance with the International Chamber of Commerce Rules. Proceedings and the
award shall be in English language. The decision made by the arbitration organization
shall be final and binding upon both parties, and enforceable against a Party in any
court of proper jurisdiction. The arbitration expenses shall be borne by the losing party
unless otherwise awarded by the arbitration organization.

17.2 This Contract, the rights and obligations of the parties pursuant to this Contract, and
any claim or controversy directly or indirectly based upon or arising out of this
Contract or the transactions contemplated by this Contract (whether based on
contract, tort or any other theory), including all matters of construction, validity and
performance, in all respects are to be governed by and interpreted, construed and
determined in accordance with, the laws of Singapore (without regard to any conflicts
of law provision that would require the application of the laws of any other jurisdiction).

Clause 18 - NO WAIVER

No waiver by either Party or any breach of the terms or conditions of this Agreement to be
performed by the other Party shall be construed as a waiver of any succeeding breach of the
same or any other terms or conditions.

Clause 19 - LIMITATION OF ASSIGNMENT

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Neither Party shall assign, transfer, encumber, create an interest in or otherwise dispose of
any rights or interests under this agreement without the prior written consent of the other
Party, which consent shall not be unreasonably withheld.

Clause 20 – TERMINATION

The Buyer may, without prejudice to any other remedy for breach of contract, by written
notice of default sent to the Seller, terminate the contract in whole or in part provided the
conditions as follows:
(a) If the Seller fails to deliver any or all of the goods within the time period specified in
the contract or any extension thereof granted by the Buyer or
(b) If the Seller fails to perform any other obligation(s) under the contract.

Clause 21 - SEVERABILITY

If any portion of this Agreement is held by any competent legal tribunal to be invalid or
unenforceable, the remaining provisions shall remain in full force and effect as if such invalid
provisions had not been included herein.

Clause 22 - LIABILITIES AND WARRANTIES

22.1 The Coal supplied by the Seller in the condition in which it is sold is considered not
to constitute a hazard to health or safety, provided that it is handled and used in
accordance with normal accepted safe working practices. The Buyer should, for its
own safeguard, consult the relevant codes of practice and factory inspectorates with
regard to adequate hygiene, safety and environmental standards and enforcement
thereof, with respect to handling and processing of the Coal.

22.2 Notwithstanding anything to the contrary in the Agreement, no party to this

Agreement shall in any circumstances be liable to any other party in its performance
of or failure to perform this Agreement or any provision hereof, whether in contract,
tort or breach of statutory duty or otherwise for:
(a)   loss of or anticipated loss of profit, loss or anticipated loss of revenue, loss of
use, business Interruption, loss of use of any equipment, loss of any contract or
other business opportunity or good will;
(b)   Indirect loss or consequential loss.

22.3 All warranties, other than those expressly contained in thus Agreement, whether
implied, statutory or otherwise relating in any way to the subject matter of this
Agreement or to this Agreement generally, are excluded.

Clause 23 - PERFORMANCE GUARANTEE

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 SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL
CONTRACT NUMBER: COAL/CHTG/EG.SB/2016/001

23.1 The Seller irrevocably and unconditionally guarantees to the Buyer the performance of
all of the obligations of the Seller under this Agreement in the event that the Seller fails
to perform such obligations.

Clause 24 - INSURANCE

24.1 Insurance is to be covered by the Buyer from the time the goods are loaded on board
the mother vessel. The Buyer shall fax or email a copy of the insurance cover note to
the Seller.

Clause 25 - ENTIRE AGREEMENT AND AMENDMENT

25.1 This article contains the entire Contract between Buyer and Seller in relation to the
sale and purchase of Coal and supersedes all prior negotiation, understanding and
agreement whether written or oral in relation to the Contract.
25.2 Both Parties agree not to circumvent the other Party and to keep any information and
documents exchanged confidential and not reveal to any third party unless
permission is given in writing from the Party whose information and documents will
be disclosed.
25.3 No amendment of this Contract shall be valid unless done in writing and duly
executed by the Parties.

* * * * * * * * * * * * * * * * * * * END * * * * * * * * * * * * * * * * * * * *

SELLER’S INITIAL : BUYER’S INITIAL : Page 15

 SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL
CONTRACT NUMBER: COAL/CHTG/EG.SB/2016/001

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their duly Authorized Representatives.

SELLER : BUYER :

Signature : Signature :

Witness I : Witness II :

SELLER’S INITIAL : BUYER’S INITIAL : Page 16