PROJECT 1

COAL SUPPLY AGREEMENT

FOR PROCUREMENT OF IMPORTED COAL
FOR COMMERCIAL OPERATION OF
PROJECT 1 COMPLEX

Between

COMPANY B

And

COMPANY A
1. Definitions and Interpretations
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2. Term
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3. Sale and Purchase
During the Tenn, the Supplier must sell and deliver to the Purchaser such quantities of
Coal as specified in this Agreement, on the terms and conditions set out in this
Agreement.
4. Delivery, Risk and Title
4.1 Delivery
Coal will be delivered by the Supplier to the Purchaser in Cargoes CIF Discharge Port
in accordance with Incoterms 2010 unless otherwise specified in this Agreement.
4.2 Risk and title
All risk of loss of, or damage to, Coal sold under this Agreement, will pass from the
Supplier to the Purchaser when the Coal is placed on board the Nominated Vessel at
the Load Port.
Title of Coal shall be transferred from the Supplier to the Purchaser after the cargo has
been discharged completely from the Nominated Vessel at the Discharge Port.
5. Specifications
Subject to Section 1.4(a)(ii) of Schedule 7, the Supplier agrees that:
(a) all coal supplied under this Agreement must satisfy the Minimum Specifications;
and
(b) it will use its best endeavours to supply Coal that satisfies the Typical
Specifications, unless otherwise agreed by the Purchaser and the Supplier in
writing.
6. [...]
7. Quantity7
7.1 Commercial Operation Date
The delivery schedule shall be in accordance with commercial operation schedule.
7.2 Supply of Coal
The Supplier must supply to the Purchaser, and the Purchaser must purchase from the
Supplier no less than agreed by both parties
7.3 BaseQuantity
The Supplier shall supply and sell and the Purchaser shall purchase and receive from
the Supplier the agreed amount in compliance with the Coal Quality Specifications.
7.4 Adjustments to Base Quantity
The Purchaser may make an adjustment to the Base Quantity during Contract duration
so as to;
(a) Increase 20% of the Base Quantity (“Additional Quantity'), and the Supplier
 must supply and sell to the Purchaser that Additional Quantity upon at least 60
days advance written notice, at the same Delivered Price and other conditions in
accordance with Clause 8.
(b) The Purchaser, upon providing 30 days prior to written notice to the Supplier,
shall be entitled to reduce its purchases of Coal from the Supplier to [80%] of
the Base Quantity (“Minimum Take Requirement”), at no cost to the Purchaser.
7.5 Delivery Schedule
(a) Details of delivery schedule shall be finalized during contract negotiation (the
“Delivery^ Schedule”). The Delivery Schedule shall include but not limit to:
(i) specify for each delivery of Coal a 5 days period within which the Vessel
must be ready to discharge its cargo at the Discharge Port and submit a
Notice of Readiness and Notice of Readiness to be valid (the “Laycan”). If
the Vessel is not available to discharge at the Discharge Port during
Laycan the Purchaser may delay the discharge of cargo from the vessel in
accordance with Schedule 9 of this Agreement and
(ii) The number of Shipments; and
(iii) An estimate of the amount of Coal to be Delivered for each such Shipment
(b) At least twenty (20) days prior to the commencement of each month, the
Purchaser shall transmit to the Supplier its written order for Coal to be delivered
to the Purchaser during such month, together with any adjustments for the
shipment(s) of Coal to be delivered in such month. Within 3 Business Days after
receipt of the order, the Supplier may request the Purchaser to modify the
Delivery Schedule, in which case the Supplier and the Purchaser will discuss
scheduling alternatives in good faith with a view to agreeing on a revised
shipping schedule(s).
8. Price
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9. Payment
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10. Sampling, Analysis and Inspection
Please refer to Schedule 7. Sampling, Analysis and Inspection
11. Determination of Weight
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12. Scheduling and Shipping
(a) The Parties will comply with the scheduling and shipping procedures and be
bound by the terms as set out in Schedule 9 and Schedule 11.
(b) Other than in respect of an event of Force Majeure in accordance with Clause
18.1 (b), if the Supplier fails to tender Notices of Readiness and Notice of
Readiness to be valid for the shipment of coal by the last day of their respective
Laycans, the Supplier shall pay the Purchaser penalties for each day’s delay for
 making the shipment in an amount computed at the rate of 0.5% (zero point five
percent) of Invoice Amount of such shipment (the “Penalties”).
Maximum penalty is 8% of Invoice Amount of such shipment. In case the
penalty reaches the maximum 8% of Invoice Amount of such shipment, a
delivery failure shall have occurred (Delivery Failure) and the Purchaser may
cancel its obligation to take Delivery of that Cargo under this Agreement with no
liability to the Purchaser.
In the event the Supplier satisfies Delivery Month Quantity as set out in
Schedule 11, the Penalty for delayed Vessel(s) for the relevant month shall be
waived.
(c) For the avoidance of doubt, in the event of a Delivery Failure, whether or not the
Purchaser cancels its obligation to take Delivery of a Cargo that is subject to a
Delivery Failure, such Delivery Failure will still count for the purposes of
Clause 13.2.
(d) In addition to other remedies that may be available to it, the Purchaser shall be
entitled to deduct the amount of penalties payable to it under this Clause from
any amount payable by it to the Supplier under the Agreement and/or deduct the
amount of penalties from the Performance Security.
(e) In case the Month Quantity delivered by the Supplier is less than the volume
stipulated in Schedule 11 or other agreements between two parties, the Supplier
shall pay for Penalties which are 8% (eight percent) of the amount of the lack of
volume under the Base Coal Price (except for cargo on the way to the Discharge
port at the end of the delivery month, then the cargo will be charged for each
day’s delay as stipulated in Clause 12(b)).
13. Delivery Failure
13.1 Potential Delivery Failure
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13.2 Delivery Failure
Without limiting any other rights or remedies of the Purchaser under this Agreement,
if there are more than two (02) Delivery Failures that occur in any Agreement
duration, the Purchaser may notify' the Supplier that it has committed a Supplier Event
of Default as set out in Clause 14.1(d). If the Purchaser has not notified the Supplier
that it has committed a Supplier Event of Default, the following provisions of this
Clause 13.2 will apply,
(a) The Purchaser may, by notice to the Supplier, require the Supplier to prepare and
submit to the Purchaser within five (05) days after the date of such notice, the
Supplier’s plan for remedying the cause of the Delivery Failure (Delivery
Failure Remedial Plan).
(b) Any Delivery Failure Remedial Plan will be subject to the approval of the
Purchaser, which will not be unreasonably withheld or delayed. If:
 (i) the Purchaser (acting reasonably) disapproves of any material aspect of a
Delivery Failure Remedial Plan provided the Purchaser shall notify the
Supplier in writing of its reasons for such disapproval;
(ii) the Purchaser (acting reasonably) determines that any proposed Delivery
Failure Remedial Plan is incapable of implementation within 30 days from
submission thereof, and provided the Purchaser shall notify the Supplier in
writing of the reasons for such disapproval within 30 days of such
submission; or
(iii) the Supplier fails to implement any approved Delivery Failure Remedial
Plan diligently and in any event within 30 days, then, the Purchaser may
notify the Supplier that it has committed a Supplier Event of Default as set
out in Clause 14.1 (f).
13.3 Coal Quality Failure
Without limiting any other rights or obligations of the Parties under this Agreement, if
a Coal Quality Failure occurs, and notwithstanding that the Purchaser may reject any
Cargo of Non- Confonning Coal pursuant to Section 1.4 of Schedule 7, the provisions
of this Clause 13.3 will apply.
(a) The Purchaser may, by notice to the Supplier, require the Supplier to prepare and
submit to the Purchaser within five (05) days after the date of such notice, a plan
for remedying the cause of the Coal Quality Failure within thirty (30) days from
the date of implementation (Coal Quality Remedial Plan).
(b) Any Coal Quality Remedial Plan will be subject to the approval of the
Purchaser, which will not be unreasonably withheld or delayed. If:
(i) the Purchaser (acting reasonably) disapproves of any material aspect of a
Coal Quality Remedial Plan provided the Purchaser shall notify the
Supplier in writing of its reasons for such disapproval;
(ii) the Purchaser (acting reasonably) determines that any proposed Coal
Quality Remedial Plan is incapable of implementation within 30 days from
submission thereof, and provided the Purchaser shall notify the Supplier in
writing of the reasons for such disapproval within 30 days of such
submission; or
(iii) thc Supplier fails to implement any approved Coal Quality Remedial Plan
diligently and in any event within 30 days, then, the Purchaser may notify
the Supplier that it has committed a Supplier Event of Default as set out in
Clause 14.1(f).
13.4 Procurement of Qualifying Alternate Coal
Without limiting its rights under this Agreement, if:
(a) a Delivery Failure occurs;
(b) a Coal Quality Failure occurs;
(c) an event of Force Majeure (declared by the Supplier) occurs which prevents the
 Delivery of any Cargo in accordance with this Agreement; or
(d) the Purchaser elects to reject Non-Conforming Coal in accordance with Section
1.4(a)(i) of Schedule 7 and a Replacement Cargo has not been Delivered in
accordance with Section 1.4(d) of Schedule 7,
the Purchaser may, in its sole discretion and by notice in writing, inform the Supplier
that the Purchaser will purchase Qualifying Alternate Coal under this Clause 13.4
and/or Clause 13.5 and/or Clause 13.6 with respect to any Cargo.
13.5 Qualifying Alternate Coal
(a) If the Purchaser elects to purchase Qualifying Alternate Coal pursuant to Clause
13.4 (a), Clause 13.4(b), Clause 13.4(d) or Clause 14.2(c), the Supplier will be
liable for, and will reimburse the Purchaser for all reasonable incremental direct
costs and expenses (taking account of all relevant factors and prevailing market
conditions) the Purchaser incurs with respect to such Qualifying Alternate Coal,
including but not limited to, the amount by which the total cost to the Purchaser
of purchasing, and transporting to the Facility, a quantity of Qualifying A Item
ate Coal that meets the Minimum Specifications and exceeds what would have
been the total purchase and transportation costs to the Purchaser had the Supplier
Delivered the Coal under this Agreement In purchasing Qualifying Alternate
Coal under this Clause 13.5(a) and arranging for its transportation to the Facility,
the Purchaser shall procure Coal in a reasonably commercial manner and use
reasonable endeavours to mitigate the liability of the Supplier in respect of
which the Purchaser will seek re-imbursement under this Clause 13.5(a), having
regard to (among other things) the Purchaser’s obligations under the CSA and
without the Purchaser having to assume any additional risk, cost or expense for
itself.
(b) The Supplier will pay the Purchaser the amount owing to the Purchaser no later
than 10 Business Days from the date on which the Supplier receives notice from
the Purchaser setting out details of the Purchaser’s costs and expenses as
described in Clause 13.5(a).
(c) In cases the Supplier does not reimburse the Purchaser for the costs and
expenses as described in Clause 13.5(a), the Purchaser shall be entitled to deduct
such expenses from any payment which the Purchaser must pay to the Supplier
or have the right to deduct from the Performance Security.
13.6 Other rights of the Purchaser
(a) The Purchaser’s rights to elect to acquire Qualifying Alternate Coal under the
provisions of this Clause 13 will continue until:
(i) satisfactory implementation of any Remedial Plan (if applicable) or other
remedial measures;
(ii) the Supplier has demonstrated to the satisfaction of the Purchaser, acting
reasonably, that further Deliveries of Coal will be on-time and comply
 with the terms of this Agreement;
(iii) the event of Force Majeure that gave rise to the procurement of Qualifying
Alternate Coal pursuant to Clause 13.4(c) no longer exists and Delivery of
Cargoes can recommence; and/or
(iv) the Supplier notifies the Purchaser that it is able to immediately
recommence its Delivery obligations under this Agreement, provided
however that the Purchaser shall not be required to cancel any Cargo of
Qualifying Alternate Coal that is in the process of being acquired.
(b) The Purchaser’s right to elect to acquire Qualifying Alternate Coal does not in
any way limit any other rights which the Purchaser may have under this
Agreement (including the rejection of Cargoes or the termination of this
Agreement).
14. Default and Termination
14.1 Supplier Events of Default
Subject to Clause 18, each of the following events, acts, occurrences, or conditions
will constitute a Supplier Event of Default:
(a) Subject to Clause 7(b), Schedule 4 the Supplier fails to pay any amount required
to be paid to the Purchaser under this Agreement when due and such failure to
pay is not remedied within 30 days.
(b) Any representation or warranty made by the Supplier in this Agreement is
incorrect or misleading in any material respect.
(c) The Supplier breaches or fails to perform any of its material obligations under
this Agreement (other than a breach otherwise described in this Clause 14.1),
and such breach or failure is not remedied within 60 days after notice from the
Purchaser to the Supplier.
(d) Delivery Failures occur in accordance with Clause 13.2.
(c) The Supplier supplies two (02) or more deliveries of Coal in contract period
which (i) do not comply with the Coal Quality Rejection Limits, (ii) do not
otherwise comply with the Coal Quality Specifications, and/or (iii) do not
comply with the Coal Quality Warranty, whether or not the Purchaser has
accepted any of the shipments.
(f) The Supplier fails to propose or implement a Remedial Plan reasonably
acceptable to the Purchaser as described in Clause 13.2(b) or 13.3(b).
(g) The Supplier ceases to hold all necessary Authorizations to perform its
obligations under this Agreement.
(h) The Supplier fails to comply with any decision or award of an arbitrator
rendered in accordance with this Agreement within 30 days of such decision or
award becoming binding and due.
(i) The Supplier is subject to an Insolvency Event.
14.2 Remedies following a Supplier Event of Default
 If there is a Supplier Event of Default, the Purchaser may exercise any one or more of
the following remedies, so long as the Supplier Event of Default is continuing:
(a) immediately terminate this Agreement by notice in writing to the Supplier, but
only in respect of a Supplier Event of Default refeiTed to in Clauses 14.1 (a),
14.1 (b), 14.1 (c). 14.1(d), 14.1(e), 14.1(f),14.1(g), 14.1(h) or 14.1 (i);
(b) terminate this Agreement by giving the Supplier 60 days' notice in respect of a
Supplier breaches other than those referred to in Clause 14.2(a) above, provided
that the Supplier does not remedy or cure the Supplier breaches which is the
subject of the notice to the reasonable satisfaction of the Purchaser prior to the
expiration of the notice period; and
(c) acquire Qualifying Alternate Coal in accordance with Clause 13.4, Clause 13.5
and Clause 13.6 until the termination of this Agreement.
When the Agreement is terminated, the Purchaser will not release the performance
security and will cancel all the payments after the termination. In addition, the
Supplier shall also indemnify the Purchaser for any cost and expense or loss thus
incurred.
14.3 Purchaser Event of Default
Subject to Clause 18, each of the following events, acts, occurrences, or conditions
will constitute a Purchaser Event of Default;
(a) Subject to Section 7 of Schedule 4, the Purchaser fails to pay any amount
required to be paid to the Supplier under this Agreement when due and such
failure to pay is not remedied within 30 days.
(b) Any representation or warranty made by the Purchaser in this Agreement is
incorrect or misleading in any material respect.
(c) The Purchaser breaches or fails to perform any of its material obligations under
this Agreement (other than a breach otherwise described in this Clause 14.3),
and such breach or failure is not remedied within 60 days after notice from the
Supplier to the Purchaser.
(d) The Purchaser fails to comply with any decision or award of an expert or
arbitrator rendered in accordance with this Agreement within 30 days of such
decision or award becoming binding and due.
(e) The Purchaser is subject to an Insolvency Event.
(f) The Purchaser delays Delivery Schedule that exceeds 02 consecutive months in
comparison with Schedule 11, except for Force Majeure.
14.4 Remedies following a Purchaser Event of Default
If there is a Purchaser Event of Default, the Supplier may exercise any one or more of
the following remedies, so long as the Purchaser Event of Default is continuing:
(a) immediately terminate this Agreement by notice in writing to the Purchaser, but
only in respect of a Purchaser Event of Default referred to in Clauses 14.3(a),
14.3(c), 14.3(d) and 14.3(e); or
 (b) terminate this Agreement by giving the Purchaser 30 days’ notice in respect of a
Purchaser Event of Default other than those referred to in Clause 14.4(a),
provided that the Purchaser does not remedy or cure the Purchaser Event of
Default which is the subject of the notice to the reasonable satisfaction of the
Supplier prior to the expiration of the notice period.
The Supplier’s termination rights set out in Clause 14.4(a) and Clause 14.4(b) are the
only rights of the Supplier to terminate this Agreement, and the Supplier waives any
other rights (whether at law, in equity, under statute or otherwise) to terminate this
Agreement.
14.5 Effect of termination
(a) Upon termination of this Agreement and subject to Clause 14.5(b), no Party is
under any obligation to perform any further obligations under this Agreement.
(b) Termination of this Agreement does not affect any accrued rights or remedies of
either Party and any rights or obligations which are expressed to survive
termination.
15. Representations and Warranties
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16. Supplier Covenants
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17. Indemnities
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18. Force Majeure
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19. Dispute Resolution
19.1 Negotiation
If there is a dispute (other than a dispute that is subject to either Clause 10 or Clause
11) between the Parties relating to or arising out of this Agreement (Dispute), then
subject to any express provisions to the contrary set out in this Agreement, within 5
Business Days of a Party notifying the other Party, senior Representatives from each
Party must meet and use all reasonable endeavours acting in good faith to resolve the
Dispute by joint discussions.
19.2 Arbitration – as in the Contract data
 arbitration disputes will be resolved under the terms of the contract and other
agreements relating to the implementation of the contract, if not, it will apply the
law of SINGAPORE without reference to other laws. The language of
arbitration shall be English.
(a) The award of the arbitrator shall be recorded in writing, is final and shall be
binding and shall be binding on both parties.
(b) Arbitration costs and/or other charges will be clloected by the payment
conditions.
(h) The provisions contained in this Clause 19.2 will survive the termination or
expiration of this Agreement
20. Confidentiality
[..]
21. Access to record
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22. Business Ethics
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23. Continuing Obligations
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24. Assignment
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25. Health, Safety and Environment
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26. Further Assurances
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27. Entire Agreement
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28. No Waiver
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29. Severability of Provisions
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30. Notices
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31. Governing Law
This Agreement, and any non-contractual obligations arising out of, or in connection
with, this Agreement, will be governed by, and construed in accordance with, the laws
of S.R. Vietnam.
32. Counterparts
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33. Third Party Rights
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34. Language
This Agreement has been prepared and negotiated in English and Vietnamese, which
will be the governing language. However, in the event of any inconsistency between
the versions, no version shall prevail to the extent of such inconsistency.
35. Performance Security
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36. Insurance
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This CSA is made in twelve (12) originals with the same validity and is kept in eight (08)
originals by rhe Purchaser and four (04) originals by the Supplier.
The Schedules annexed to this Coal Supply Agreement:
Schedule 1. Contract Details
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Schedule 2. Specifications
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Schedule 3, Pricing and Adjustments
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Schedule 4. Terms of payment
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Schedule 5. Testing laboratory, Umpire laboratory and Marine
[...]
Schedule 6. Sampling and Analysis Standards
Measurement Test Standard/Metbod
Total Moisture (ARB), % ISO 589: 2008
Inherent Moisture (ADB), % ISO 1 1722: 2013 (Drying in Nitrogen)
Ash (ADB), % ISO 1171:2010
Volatile Matter (ADB), % ISO 562:2010
Fixed Carbon (ADB) / Proximate Analysis ISO 17246: 2010 (By Difference)
Total Sulphur (ADB), % ISO 19579:2006
Phosphorus (ARB), % ISO 622:1981
Chlorine (ARB) % ISO 587: 1997
I lardgrove Grindability Index ISO 5074: 1994
Ash Fusion Temperature (Reducing
ISO 540: 2008
Atmosphere)
Net Calorific Value (ARB), kcal/kg ISO 1928: 2009
Gross Calorific Value (ARB), kcal/kg ISO 1928; 2009
Size Grading^Omm x 0.5mm, % and
ISO 1953: 1994
>50mm, %)
Ultimate Analysis ISO 29541:2010
Ash Analysis ASTM D3682-01: 2006

All of the information identified in this Schedule 6 shall be updated latest version and
included in the Certificate of Analysis.
 Schedule 7. Sampling, Analysis and Inspection
1. Collection, Sampling and Analysis at Loading Port
1.1 Sampling
(a) Each Shipment will be weighed, sampled and analyzed by the Load Port Testing
Laboratory at the Supplier's cost. All sampling and analysis performed for the
purposes of this Schedule, will be conducted in accordance with the ISO or
ASTM standards (as applicable) specified in Schedule 6 - Sampling and
Analysis Standards.
(b) The Supplier will arrange for the Load Port Testing Laboratory to collect
samples of sub-lots within each shipment at the Load Port for use in a sampling
process that complies with the relevant ASTM or ISO standard (as applicable) as
set out in Schedule 6 - Sampling and Analysis Standards.
(c) The Load Port Testing Laboratory will divide all samples collected into three
identical portions. Each portion will weigh approximately ten (10) kilograms and
will comprise:
(i) a sample prepared to 0.2 mm top-size, to be used for determination of
general analysis;
(ii) a sample prepared to 10 mm top-size to be used for determination of total
moisture (if samples have been pre-air dried, the Supplier will cause the
Load Port Testing Laboratory to supply the air dry loss results to the
Supplier and the Purchaser); and
(iii) a composite sample prepared to 4.75 mm top-size to be used for
determination of grind-ability,
(each identical portion described above will constitute a Sample).
(d) Each Sample will be placed in a suitably sealed, clean and air tight container,
stamped by the Load Port Testing Laboratory. Each container and its contents
will be marked and labelled so that its relationship to the Certificate of Analysis
for such Sample is clear. The labels for each container and Sample will specify,
among other things:
(i) the name of the Vessel carrying the shipment;
(ii) the quantity of Coal in such shipment according to the applicable
Certificate of Weight;
(iii) for each sample, the weight and top-size of such sample; and
(iv) for each container, the weights and top-sizes of all samples comprising its
contents.
(e) Within 2 Business Days from completion of loading of the relevant shipment,
the Supplier:
(i) will arrange for an initial Sample (First Sample) to be provided to the Load
Port Testing Laboratory to be analyzed for the purposes of issuing a Load
 Port Certificate of Analysis for the First Sample in accordance with
Section 1.2 of Schedule 7;
(ii) will arrange for a second Sample (Second Sample) to be provided to the
Load Port Testing Laboratory for not less than 60 days’ storage.
(iii) will send, by air courier, to the Purchaser a further sample in a sealed,
stamped and Libelled container. The Supplier must ensure that the
Purchaser receives a third sample (further sample) before the vessel arrives
at the port of discharge in order to enable the Purchaser to independently
inspect the sample of coal at the port of loading to determine whether the
cargo is unloaded or not.
1.2 Sample analysis
(a) The Supplier will procure the Load Port Testing Laboratory to immediately
conduct a Laboratory Analysis of the First Sample and to issue and transmit a
Certificate of Analysis by facsimile and email to the Supplier and the Purchaser,
within 05 Business Days after completion of Sample collection with respect to
such shipment at the Load Port (Load Port Certificate of Analysis). The
Purchaser may request that the Load Port Certificate of Analysis with respect to
any shipment (the subject of the Purchaser’s request) contains the results of a
trace elements analysis, and the cost of such analysis shall be for the Supplier’s
account; and the Supplier shall ensure that the Load Port Certificate of Analysis
contains such results.
(b) If the Load Port Testing Laboratory is not able to provide the results for the
parameters labelled “Ash Analysis” and ‘Ultimate Analysis” and/or a trace
element analysis within 05 Business Days after completion of sampling as
required by this Clause 2(a), the Supplier will procure that the Load Port
Certificate of Analysis is supplemented with the results of the aforementioned
parameters as expeditiously as possible, but in any event not later than 20
Business Days after the completion of sampling collection, to ensure the
Purchaser receives a complete and accurate Load Port Certificate of Analysis.
(c) If the facsimile and email referred to in Clause 1.2(a) has not been received prior
to the arrival of the Vessel at the Port of Discharge, then the Purchaser shall not
be obliged to unload the Vessel, and the Supplier shall indemnify the Purchaser
in full for any and all directly attributable demurrage costs incurred as a result of
the delay in receiving the facsimile and email of the Load Port Certificate of
Analysis and any subsequent unloading of Coal.
(d) If, during the 60 day storage period referred to in Section 1.1 (e)(ii) of Schedule
7, the Purchaser contests all or any part of the Load Port Certificate of Analysis,
the Purchaser shall promptly inform the Supplier of (he relevant part of the Load
Port Certificate of Analysis that the Purchaser contests, then:
(i) the Supplier shall immediately instruct the Load Port Testing Laboratory to
 forward the Second Sample to the Umpire Laboratory selected by the
Purchaser in accordance with the Schedule 5 - Load port Testing
laboratory. Umpire laboratory and Marine surveyor; and
(ii) Unless otherwise agreed by the Purchaser and the Supplier, the Supplier
will procure the Umpire Laboratory to immediately conduct a Laboratory
Analysis of the relevant pail contested by the Purchaser on the Second
Sample and to issue and transmit to the Parties by facsimile and email a
further Certificate of Analysis of the relevant part contested by the
Purchaser (Umpire Certificate of Analysis) no later than 2 days after the
date such Laboratory Analysis is completed.
The Parties agree that the Umpire Certificate of Analysis will only be used if required
in accordance with Clause 4 and/or Clause 5 of this Schedule.
1.3 Right to inspect
(i) The Supplier shall provide the Purchaser with at least 3 Business Days
prior notice of the dates of the collection and sampling by the Loading Port
Laboratory, and the Purchaser will, subject to any Load Port
Requirements, have the right at its own expense to appoint a
Representative to attend and observe all collection and sampling of Coal
conducted at the Load Port.
(ii) The Purchaser have the right at its own expense to appoint representatives:
- to supervise the process of transportation from the exploiting site (mining
site) to stockpile jetties and from jetties to mother vessels
- to do collection, sampling and analysis coal samples at jetties and mother
vessels.
The Supplier is responsible for supporting and contacting to miner and other related
parties during the Purchaser supervise the above process. The Purchaser will prior
notice to the Supplier about the plan.
1.4 Non-Conforming Coal
(a) If a Load Port Certificate of Analysis for any Cargo does not satisfy any one or
more of the Minimum Specifications, then the Purchaser may, by notice to the
Supplier no later than two (02) Business Days following receipt by the Purchaser
of the Load Port Certificate of Analysis;
(i) reject the Non-Conforming Coal, subject to the provisions set out in
Section 1.4(b) of Schedule 7; or
(ii) accept the Non-Conforming Coal at the Discounted Invoice Price
calculated in accordance with Section 3 of Schedule 3, or on such terms as
the Parties may agree.
(b) If the Purchaser elects to reject the Non-Conforming Coal in accordance with
Section 1.4(a)(i) of Schedule 7:
(i) risk to that Non-Conforming Coal will revert to the Supplier on the date on
 which the Purchaser gives notice to the Supplier;
(ii) title to Non-Conforming Coal will revert to the Supplier (to the extent that
title to such Non-Conforming Coal had previously passed to the Purchaser
from the Supplier); and
(iii) the Supplier will reimburse the Purchaser for:
(A) all shipping, insurance demurrage, and any other costs and expenses
that would not have arisen if the quality had not been rejected; and
(B) any liabilities of the Purchaser in procuring Qualifying Alternate Coal
in accordance with Clause 13.4 and Clause 13.5.
(c) The Purchaser may elect not to discharge the relevant Cargo until it has received
the relevant Load Port Certificate of Analysis..
(d) Notwithstanding Section 1.4(b) of Schedule 7, the Supplier shall, following any
rejection by the Purchaser of Non-Conforming Coal pursuant to Section 1.4(a)
of Schedule 7, notify the Purchaser within 2 Business Days of such rejection
whether it is able to propose a plan to expeditiously provide a replacement Cargo
that satisfies the Minimum Specifications at no additional cost to the Purchaser
(Replacement Cargo). The Purchaser will not unreasonably withhold its
acceptance of the Supplier’s proposed plan to provide a Replacement Cargo.
(e) If the Supplier fails to submit a proposed plan in accordance with Section 1.2(d)
of Schedule 7 or fails to Deliver a Replacement Cargo in accordance with the
plan agreed between the Purchaser and the Supplier to provide a Replacement
Cargo pursuant to Clause 1.4(d) it shall have committed a Supplier Event of
Default in accordance with Clause 14.1(c) and the Purchaser may immediately
purchase Qualifying Alternate Coal in accordance with Clause 13.5.
(f) For the avoidance of doubt, whether or not the Purchaser rejects the relevant
Cargo pursuant to Section 1.4(b) of Schedule 7, each shipment of Non-
Conforming Coal will count for the purposes of Coal Quality Failure.
1.5 Resolution of disputes
If an Umpire Certificate of Analysis is called for in accordance with Section 1.2(d) of
Schedule 7 and it reveals a Price Adjustment Value that is outside the applicable
Reproducibility Limit when compared to the Load Port Certificate of Analysis; then
the Umpire Certificate of Analysis will be conclusive and binding on the Parties absent
conflict of interest, manifest error or fraud.
1.6 Umpire Laboratory and replacement Load port Testing Laboratory
(a) If the Parties cannot agree on the selection of:
(i) an Umpire Laboratory; or
(ii) a Load Port Testing Laboratory (in circumstances where the Parties are
required to agree on a Load Port Testing Laboratory), each Party shall,
commencing with the Purchaser, alternate in eliminating one of the names
from the list of Umpire Laboratories or Load Port Testing Laboratories (as
 applicable) set out in Schedule 5 - Load port Testing laboratory, Umpire
laboratory until only one Umpire Laboratory or Load Port Testing
Laboratory (as applicable) remains, which shall become the new Umpire
Laboratory or Load Port Testing Laboratory (as applicable).
(b) The cost of such appointment and the fees and expenses of:
(i) the Umpire Laboratory in conducting the analysis and issuing the Umpire
Certificate of Analysis shall be borne by the Purchaser (or reimbursed to
the Supplier by the Purchaser, as the case may be) unless the Umpire
Certificate of Analysis reveals that shipment docs not satisfy the
Specifications, in which case the Supplier shall bear the costs, fees and
expenses incurred in obtaining the Umpire Certificate of Analysis; and
(ii) the Load Port Testing Laboratory shall be borne by the Supplier.
2. Collection, Sampling and Analysis at Discharge Port
2.1 Sampling
(a) Each Shipment will be weighed, sampled and analyzed by the Discharge Port
Testing Laboratory at the Purchaser's cost. All sampling and analysis performed
for the purposes of this Schedule, will be conducted in accordance with the ISO
or ASTM standards (as applicable) specified in Schedule 6 - Sampling and
Analysis Standards.
(b) The Purchaser will anange for the Discharge Port Testing Laboratory to collect
samples of sub-lots within each shipment at the Discharge Port for use in a
sampling process that complies with the relevant ASTM or ISO standard (as
applicable) as set out in Schedule 6 - Sampling and Analysis Standards.
(c) The Discharge Port Testing Laboratory will divide all samples collected into two
identical portions. Each portion will weigh approximately ten (10) kilograms and
will comprise:
(i) a sample prepared to 0.2 mm top-size, to be used for determination of
general analysis;
(ii) a sample prepared to 10 mm top-size to be used for determination of total
moisture (if samples have been pre-air dried, the Supplier will cause the
Load Port Testing Laboratory to supply the air dry loss results to the
Supplier and the Purchaser); and
(iii) a composite sample prepared to 4.75 mm top-size to be used for
determination of grind-ability,
(each identical portion described above will constitute a Sample).
(d) Each Sample will be placed in a suitably sealed, clean and air tight container,
stamped by the Discharge Port Testing Laboratory. Each container and its
contents will be marked and labelled so that its relationship to the Certificate of
Analysis for such Sample is clear. The labels for each container and Sample will
specify, among other things:
 (i) the name of the Vessel carrying the shipment;
(ii) the quantity of Coal in such shipment according to the applicable
Certificate of Weight;
(iii) for each sample, the weight and top-size of such sample; and
(iv) for each container, the weights and top-sizes of all samples comprising its
contents.
(e) Within 2 Business Days from completion of unloading of the relevant shipment,
the Purchaser:
(i) will arrange for an initial Sample (First Sample) to be provided to the
Discharge Port Testing Laboratory to be analyzed for the purposes of
issuing a Discharge Poll Certificate of Analysis for the First Sample in
accordance with Clause 8;
(ii) will arrange for a second Sample (Second Sample) to be provided to the
Discharge Poll Testing Laboratory for not less than 60 days’ storage.
(iii) will arrange some further samples to be provided to the Purchaser, the
Supplier for storage.
2.2 Sample analysis
(a) The Purchaser will procure the Discharge Port Testing Laboratory to
immediately conduct a Laboratory Analysis of the First Sample and to issue and
transmit a Certificate of Analysis by facsimile and email to the Purchaser. Within
7 Business Days after completion of Sample collection with respect to such
shipment at the Discharge Port the Purchaser will send Discharge Port
Certificate of Analysis to the Supplier via email, an original will be sent within
10 Business days later
(b) All parlies agree that the Discharge Port Certificate of Analysis for is used for
invoicing the Final Invoice/Adjusted Invoice.
The Parties agree that the Umpire Certificate of Analysis will only be used if required
in accordance with Section 1.5 of this Schedule.
For the avoidance of doubt, when Supplier receives final payment of shipment, the
Umpire Certificate of Analysis of respective shipment shall be invalid.
2.3 Right to inspect
The Supplier will, subject to any Discharge Port Requirements, have the right at its
own expense to appoint a Representative to attend and observe all collection and
sampling of coal conducted at the Discharge Port.
2.4 Non-Conforming Coal
(a) If a Discharge Port Certificate of Analysis for any Cargo does not satisfy any one
or more of the Minimum Specifications, then the Purchaser shall apply the Non-
Conforming Coal at the Discounted Invoice Price calculated in accordance with
Section 3 of Schedule 3, or on such terms as the Parties may agree.
(b) For the avoidance of doubt, whether or not the Purchaser rejects the relevant Cargo
pursuant to Section 2.4(b) of Schedule 7, each shipment of Non-Conforming Coal
will count for the purposes of Coal Quality Failure.
 CONTRACT DATA – DỮ LIỆU HỢP ĐỒNG

Provision/Điều Nội dung

khoản
…
19.2 Arbitration
(a) All the different problems or disputes arising from this
contract or written agreement relating to the
implementation of the contract will be settled through
mediation efforts between the parties.
(b) Any dispute or difference relating to contracts which
cannot be resolved on the basis of will be addressed at the
Center of International Arbitration in Vietnam
(hereinafter referred to as Act) with three arbitrators
appointed prescribed by law arbitration in international
arbitration center located in SINGAPORE office.
Procedure Code of Vietnam will be applied in the case
law does not mention
Trọng tài:
Mọi tranh chấp phát sinh từ hoặc liên quan đến hợp đồng này nếu
không thể giải quyết được trên cơ sở thương lượng, vụ việc sẽ được giải
quyết bằng trọng tài thương mại tại Trung tâm Trọng tài Quốc tế Việt
Nam (VIAC) theo Quy tắc tố tụng trọng tài của Trung tâm này với 3
Trọng tài viên. Bộ luật tố tụng dân sự và Luật trọng tài thương mại của
nước cộng hòa xã hội chủ nghĩa Việt Nam sẽ được áp dụng để giải
quyết vụ việc. Ngôn ngữ sử dụng trong trọng tài là tiếng Anh