SALE AND PURCHASE CONTRACT

INDONESIA QUARTZ SAND

CONTRACT NO.: 001/SILICA/SPC/...-SLT/II/2021

BETWEEN

...
(SELLER -‐ INDONESIA)

and

SHANGHAI LONGXI TRADING CO., LTD

(BUYER -‐ PEOPLE REPUBLIC OF CHINA)

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 SALES & PURCHASE CONTRACT
INDONESIAN QUARTZ SAND
Contract No : 001/SILICA/SPC/...-SLT/II/2021

This Sales & Purchase Contract (herein after referred to as the “Contract”) is made and entered into
on Februari,....th,2021 by and between :

Company Name : ...

Address : ...
Represented by : ...
Position : Director

Here in after referred to as the “Seller”

AND

Company Name : SHANGHAI LONGXI TRADING Co., Ltd

Address : Rm 6B, No. 1357, DONGFANG Rf, Puddong Dist., SHANGHAI - CHINA
Represented by : Mrs. Qiu Biqing
Position : Director

Here in after referred to as th “Buyer”

The Seller and the Buyer hereinafter jointly referred to as the “Parties” and severally hereinafter
referred to as the “Party”.

WITNESSETH

WHEREAS, the Seller undertakes to sell Indonesian quartz sand in bulk, and agree to supply quartz
sand hereinafter specified for sale to the Buyer.

AND WHEREAS, the Buyer intends to purchase the quartz sand.

NOW THEREFORE, the Parties hereto agree on the following terms and conditions.

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DEFINITIONS
The following terms when used in the Contract shall have the meanings as stated below:

1. “Bill of Lading” means the bill of lading issued by the vessel owner to the Seller in aspect of the
stated amount of quartz sand in a particular shipment.
2. “Business Day” means the period between the hours of 8 am to 4 pm on a dayother
thanSaturday,
Sunday or any public holiday.
3. “Cargo” means cargo of approximately 50,000 MT.
4. “Quartz sand” means quartz sand produced by the Seller from ,
5. “Contract Quantity” means more or less 10% at the Buyer’s sole discretion.
6. “Delivery Point” means free on board vessel at the Loading Port.
7. “Demurrage” means a charge payable in the event the Seller is unable to complete loading a
ship
within Laytime.
8. “Dispatch” means the charge payable in the event the Seller completes loading the ship before
the end of Laytime.
9. “INVOICE PRICE” shall mean the price of the quartz sand for invoicing purpose after adjustments
are made for variations in quality.
10. “Laytime” means the time allowed for loading a vessel, calculated in accordance with Article 8.
11. “Loading Port” means the Port of Indonesia, or such other port as the parties may agree to in
writing.
12. “MT” shall mean a metric ton or metric tonne of 1,000 kilogram.
13. “SHIPMENT” means a cargo of quartz sand shipment under this Contract.
14. “SPECIFICATION” means the typical quality of the quartz sand set out in Article 3.
15. “US$” or “USD” refers to the currency of the United States Dollar.

CLAUSE 1 - COMMODITY
1.1. Commodity.
Indonesian Quartz sand in Bulk (HS Code: 2506.10.00).
Port of Loading : Any Port in Indonesia that agreed by both parties
Destination Port/Country : Nantong Port or Main Port, China.
Packing: In Bulk
Transshipment is allowed.
Partial shipment is allowed.
1.2 Origin
Indonesia.

CLAUSE 2 - DELIVERY AND QUANTITY

2.1. Shipment date : to be agreed upon by both Parties
2.1. Contract Quantity:
The quantity of quartz sand to be delivered in terms of this Contract shall be:
a. The Contract of quartz sand 5 (five) years by total volume 5,000,000 MT until 10,000,000
MT +/-‐10%, should be extention agreed by both parties.
b. First Shipment L/C will be open with quantity 55.000 MT +/-‐10%
Min 55,000MT +/-‐10% MT by vessel for every shipments 55,000.00 wet metric tons(+/-10%)

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CLAUSE 3 – SPECIFICATION (AS PER ASTM STANDARD)
The quality of Quartz Sand to be supplied hereunder shall be as follows:

Parameter Typical Penalty Bonus Rejection

SiO2 99.50 % min 99.30% - 99.49% > 99.50% < 99.30%
Fe2O3 0.012%max 0.012 - 0.016% > 0.016%
Al2O3 0.20%max
TiO2 0.05%max
Cr2O3 0.01%max
Cu,Co,Ni,Mn (Total) 0.05%max
Moisture Content 5.00%AR 5.00% - 8.00% < 5.00% > 8.0%
Size : -26 +150 mesh 93.00% min
+26 mesh 2.00% max
- 150 mesh 5.00% max

CLAUSE 4 - PRICE
4.1. Basic Price
The Price of quartz sand is US$ 31 (Thirty One United States Dollar only) per MT – FOBMV
based on SiO2 99.5%. Unit price includes complete export documentation.
4.2. If the Fe2O3 content is at or Higher than 0.016%, the Buyer has the right to reject the
quartz sand or renegotiate the terms and conditions for acceptance
4.3. Price Review
The unit price stated in article 4.1 above will be reviewed every 3 (three) months in
normally condition.

CLAUSE 5 - PRICE ADJUSTMENT

A. For SiO2 Content
In respect of this shipment of Quartz Sand which does not meet the SiO2 specifications set
forth in clause 3, the unit price referred to in clause 4 shall be increased/reduced at the
rate of USD0.50/WMT for each 0.10% SiO2 Content higher/lower than 99.5%, fraction pro-
rata.
The Buyer has the right to reject the cargo if the SiO2 Content is at or below 99.30% at
loading port and discharge port or renegotiate a proper price by both parties.
B. For moisture
If the moisture is higher/lower than 5%, the weight should minus/plus the exceed
proportion at loading port and discharge port
In case moisture is at or above 8.00%, buyer has the right to reject this vessel of cargo
or renegotiate a proper price by both parties.
C. For Fe2O3 Content
If the content of Fe2O3 is higher than 0.012%, the unit price will be reduced by USD
1.00/WMT for each 0.001% Fe2O3 above 0.012%, fraction pro-rata.

The Buyer has the right to reject the cargo if the Fe2O3 Content is at or above 0.016% at
loading port and discharge port or renegotiate a proper price by both parties.

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CALUSE 6 - PAYMENT
6.1. The Buyer shall open a 100% transferable irrevocable Letter of Credit (hereinafter referred to as
“L/C”) after Seller’s export permit and cargo are ready and pre-shipment analysis cost borne by
the buyer from SUCOFINDO or ANINDYA is come out and acceptable to the buyer in favor of
Seller for an amount in US Dollars payable at sight covering 95% of the shipment value as
provisional and 5% as final. This L/C shall be negotiable with any bank, established by an
international first class exchange bank and in a form acceptable to Seller, payable to Seller, at
the counter of beneficiary’s bank. The L/C shall be valid until the 30 days after the shipment
date of B/L.

6.2. Each L/C shall comply with the following requirement:

a. The Value of each L/C shall be 100% (one hundred percent) of price of the relevant
shipment plus/minus 10% (ten percent).
b. Each L/C shall be issued by a first class International Bank reasonably acceptable to the
Seller and confirmed by Seller Bank and available to be drawn by the Seller.
c. Each L/C shall be valid and may be drawn by the Seller within 30 (thirty) days after the
completion of the loading of the relevan shipment.
6.3. Seller’s Bank Information
Bank Name : ...
Address :
Tel/Fax Number : +62 ...
SWIFT Code :
Account Number : ...
Account Name :...
6.5. Additional Notes :
a. All Bank charges at the Seller’s end shall be borne and paid for by the Seller.
b. All Bank charges at the Buyer’s end shall be borne and paid for by the Buyer.
c. Charter Party Bills of Lading allowed.
d. Third party documents are acceptable, except for the Bills of Exchange and Commercial
Invoice.
e. Spelling and Typographical errors and differences in such nature between bank and
beneficiary issued documents shall not be deemed discrepancies provided that the
intent of writer is clear from the context

CLAUSE 7 - DOCUMENT
7.1 Seller shall provide buyer with the following documents for Provisional Payment within 10 days
from the B/L date for negotiation of 95% of shipment value:
a) Full set three originals and three non-negotiable copies of “clean on board” bills of
lading make out To Order, notifying to order, marked “Freight Payable as per Charter
Party” and blank endorsed.
b) Seller’s Provisional Invoice in three originals for 95% FOB cargo value, based on the
weight stated in the B/L, SiO2, moisture, Fe2O3 content as per Certificate of quality
issued by SUCOFINDO or ANINDYA at loading port, including unit price calculation and
price adjustments if any, indicating the value of goods shipped, the contract number, L/C
NO, BL NO and the name of the carrying vessel.
c) Certificate of Origin in one original issued by local customs or local chamber of
commerce or third-party inspection agency.
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 d) Certificate of quality issued by SUCOFINDO or ANINDYA at loading port in one original
and two copies.
e) Certificate of Weight issued by SUCOFINDO or ANINDYA at loading port in one original
and two copies.
The payment under each L/C shall be at sight, against sight draft on the presentation of the
following document:
a) Seller’s provisional invoice in 3 (three) originals for 95% FOBMV cargo value, based on
weight stated on the B/L, SiO2 content, Moisture, Fe2O3 content as per certificate of
quality issued by Sucofindo or Anindya at loading port, including unit price calculation,
and price adjustment indicating the value of goods shipped, the contract number, L/C
No., BL No and the name of the carrying vessel..
b) Full set three original and three non-negotiable copies of “Clean on Board” bill(s) of
Lading, made out to order, notifying to order, marked “Freight Payable as charter party”
and blank endorsed.
c) Certificate of origin in 1 original issued by local customer local chamber of commerce or
third party inspection agency.
d) Certificate of Quality issued by Sucofindo or anindya at the loading port in 1 original and
2 copies.
e) Certificate of Weigh issued by Sucofindo or anindya at the loading port in 1 original and 2
copies .
7.2. Seller shall present the under-mentioned documents WITHIN THE VALIDITY OF CREDIT for
negotiation of the Final 5% payment:
a) Final invoice in three originals, based on the wet weight shown on the Certificate of Weight
and SIO2, moisture,Fe2O3 content shown on the Certificate of Quality issued by CCIC at
discharging port less the provisional payment value.
b) Certificate of Weight issued by CCIC at discharging port in one photocopy.
c) Certificate of Quality issued by CCIC at discharging port in one photocopy.

In case Buyer cannot provide photocopy of Certificate of Weight and Certificate of Quality both
issued by at discharging port within 40 days from completed discharging, Seller may draw this
balance value based on and against following documents:

a) final invoice in three originals, based on the wet weight shown on the Certificate of Weight
and SiO2, moisture,Fe2O3 content shown on the Certificate of Quality issued by
SUCOFINDO or ANINDYA at loading port less the provisional payment value.
b) Certificate of Weight issued by SUCOFINDO or ANINDYA at loading port in one photocopy.
c) Certificate of Quality issued by SUCOFINDO or ANINDYA at loading port in one photocopy.
If the final cargo value based on the COQ and COW both issued by CCIC at discharging
port, lower than the provisional payment amount, the Seller must pay the balance
amount to the Buyer within 3 working days by telegraphic transfer after receiving the
Buyer's copy Debit Note by email based on the COQ and COW both issued by at
discharging port.

CLAUSE 8 - WEIGHING
At loading port seller shall, at Seller’s expense appoint SUCOFINDO or ANINDYA at loading
port to determine the weight of shipment of Quartz Sand by draft survey. The weight of
Quartz Sand as ascertained by SUCOFINDO or ANINDYA at loading port shall be the basis of
Seller’s provisional invoice. Buyer shall if necessary at Buyer’s expense send their
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representative or nominate agency to witness operation at loading port. Similar facility
would be extended to Seller at discharge port.
Buyer shall, at Buyer’s expense, apply the CCIC for weighing at the port of destination.
The weight of this shipment at the discharge port is to be ascertained by draft survey. Seller,
would at their option, depute their representative or nominate agency/surveyor at their cost
to witness operations. The weight thus determined by CCIC at discharging port shall be final
as to wet quantity in relevant shipments. If no draft survey is performed at the discharge
port, seller’s Load Port weight certificate will be regarded as final.
Any dead freight charges if applicable will be responsible by Seller due to not enough cargo.

CLAUSE 9 - NON-DELIVERY
a) If there is non-delivery or If the seller fails to ship the quartz sand stipulated in the contract, the
seller shall indemnify the buyer for all losses.Payment of such liquidated damages shall be
Seller’s sole liability for such breach and Buyer shall have no other remedies here under or at
law. The Parties agree that Buyer’s damages from such breach are a reasonable estimate of
damages Buyer would suffer.

b) The Vessel cannot to load/vessel damage.

In the event of any stoppage arising from cause, continuing for a period of four (4) running days
from the time of commencement of the stoppages, the Seller may declare in writing within
twenty –four (24) hours thereafter that they wish to maintain the vessel, and in which cease
time to continue to account, otherwise , the Seller’s claim the Buyer’s to pay :

COST OF LOADING PORT + DEMURRAGE BARGE / DAYS – LATE ( 25 % CONTRACT VALUE ).

c) The Vessel ready – Cargo not ready

If part of cargo has been loaded on board the vessel, the Buyer shall have the right to sail the
vessel and the Buyer shall have the right to claim dead freight and demurrage.

d) The Vessel Not Arrived

If the ship has not ready to loaded on Coordinat Anchorage Vessel – Time to Loadings , the
Seller’s has the right to cancel the shipment concerned and claim dead freight and demurrage
from the Buyers

THE RATE OF DEMURRAGE :

The Ship NOT ARRIVED = Rate Of Demurrage 30 % CONTRACT VALUE.

CLAUSE 10 - SAMPLING AND ANALYSIS

10.1. At the loading port the seller shall, at seller’s expense, appoint SUCOFINDO or ANINDYA at
loading port to take samples and conduct analysis of chemical and physical composition of the
shipment and SUCOFINDO or ANINDYA at loading port shall provide a certificate showing
details of the determination and also the percentage of free moisture loss at 105 degrees
Centigrade. Buyer if felt necessary, would deputy their representative or nominate an agency
at their cost to witness operations at loading port. Similar facility would be extended to Seller
at the discharge port(s) in China.

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 At the port of discharge Buyer shall, at Buyer’s expense, apply CCIC for sampling & analysis.
CCIC or INTERTEK at discharging port shall sample from this shipment and divide into three
parts, one for the buyer, the second for seller and third for possible umpire analysis which
shall be sealed and kept with at discharging port.
10.2. CCIC at discharging port shall analyze the sample for buyer and buyer shall within 4 0 days of
completed discharging promptly forward to Seller by e-mail, CCIC certificate at discharging
port showing the percentage of chemical content, the percentage of free moisture loss at 105
degree centigrade and the relevant screen analysis. CCIC or INTERTEK or COTECNA or SGS’s
analysis at discharging port shall be final.
10.3. If no determination of analysis is exercised at the port of discharge, Seller’s certificates at
loading port shall be conclusive as to specification of ore.
10.4. Analysis:
The weighing, sampling chemical analysis, moisture determination and screen analysis
performed at the discharging port by CCIC shall be for buyer’s account.

CLAUSE 11 - TAXES AND DUES

11.1. Taxes and dues levied on the Quartz Sand or on this Contract in the country of origin
(Indonesia) shall be for SELLER's account.
11.2. Taxes and dues levied on the Quartz Sand or on this Contract in the country of destination
(P.R. of CHINA) shall be for BUYER's account.

CLAUSE 12 - ADVISE OF SHIPMENT

Seller shall upon completion of loading, advice Buyer within 24 hours by fax of the contract number,
name of vessel, name of commodity, approximate 100% invoice value, gross weight and loading
date.

CLAUSE 13 – SHIPMENT
13.1. Transport vessel
The vessel shall be chartered by BUYER and the Buyer shall nominate, by e-mail or fax, vessel
at least 10 (ten) days before the commencement of their respective lay days. SELLER will
confirm to BUYER whether the vessel nominated is acceptable or not within 2 working day
after received the nomination from BUYER. If no reply from SELLER, BUYER shall consider the
vessel nominated is accepted by SELLER
13.2 Loading Rate
The Quartz sand shall be loaded into the vessel at a rate of 6,000 (Six Thousand) WMT per
Weather Working Day of 24 (Twenty Four) consecutive hours Sundays included Holidays
Excluded (PWWDSINCHEX). The vessel nominated shall be less than 20 (twenty) years old and
equipped with 4x25 MT Cranes and a minimum of 4x10 CBM hydraulic two-clack grabs on
board to reach the above mentioned loading rate.

13.3 Demurrage and Dispatch Money

1. Seller shall pay demurrage to the Buyer for time lost after expiration of allowable
LoadingTime. The rate of demurrage shall be as per the charter party and agreed by both
parties.
2. The Buyer shall pay dispatch money to the Seller for Loading Time saved at the rate of
half the rate of demurrage.
3. The demurrage if any will bededucted from the invoice value.
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 4. If any dispatch, THE buyer will T/T to the Seller's account, before the Vessel – Sails.
13.4. All loading ， stowing and/or trimming, tallying arrangements, expenses, time and risks at
loading port(s) shall be for SELLER’s account. Demurrage and other expenses at loading port(s)
shall be for SELLER’s account. Lightening and Discharging arrangements, expenses, time and
risks at discharging port(s) shall be for BUYER’s account.

CLAUSE 14 - INSURANCE
Marine cargo insurance is to be covered by buyer at buyer’s cost.

CLAUSE 15 - FORCE MAJEURE

If at any time during the existence of this contract either party is unable to perform whole or
in part any obligation under this contract, because of war, hostility, military operation of any
character, civil commotion’s, sabotage, quarantine restriction, acts of Government, Acts of
God (e.g., fire, flood, cyclones, earthquake, epidemics etc…), Events of Public Commotion
(e.g. strikes or other labour trouble at mines, railways, road transportation, loading or at
discharge port etc…) explosions, embargoes, then the date of fulfillment of any obligation
shall be postponed during the time when such circumstances are operative. In such case the
time lost shall not be counted as Lay-time.
Any waiver/extension of time in respect of the delivery of any installment or part of the
goods shall not be deemed to be waiver/extension of time in respect of the remaining
deliveries. If operation of such circumstances exceeds three months, either party will have
the right to refuse further performance of the contract in which case neither party shall
have the right to claim eventual damages.
The party invoking force majeure shall within 15 days of occurrence of force majeure
causes, put the other party on notice supported by certificate from the Chamber or
concerned government authority and shall like wise intimate the cessation of such causes.
Non-availability of material will not be an excuse to the Seller’s for not performing their
obligations under this contract.

CLAUSE 16 - ARBITRATION
All disputes in connection with this contract or the execution thereof shall be settled by
friendly negotiation between two parties. If no settlement can be reached, the case in
dispute shall then be submitted for arbitration to the Singapore International Arbitration
Centre (SIAC) in Singapore in accordance with Singapore law and its arbitration regulation.
The arbitration award is final and binding upon parties. The fees for the arbitration shall be
borne by the losing party.

CLAUSE 17 - TITLE AND RISK

The Title with respect to this shipment shall pass from Seller to the Buyer when the
acceptance of provisional payment proceeds from the L/C issuing bank. Risk with respect to
this shipment shall pass from the Seller’s to the Buyer’s when as crossed the ship’s rails at
discharging port.
CLAUSE 18 - EXPORT AND OTHER LEVIES
Fee levied on export of Quartz Sand in the country of origin shall be to the account of Seller,
whereas all levies on the import of Quartz Sand in the country of destination to the Buyer’s
account.

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CLAUSE 19 - AMENDMENT OF THE CONTRACT
The contracting parties shall make any amendment or modification to this contract in
writing and subject to confirmation of the other party as and when necessary.

CLAUSE 20 - OTHERS
The contract shall become valid as and when signed by duly authorized representatives of
both the Seller and the Buyer. The photocopy and faxed copy identical with the original of
this contract have the equal legal effect.

SIGNED BY

For and on behalf of SELLER For and on behalf of BUYER

PT. ... Shanghai Longxi Trading Co., Ltd

......... Mrs. Qiu Biqing

Director Director

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