CONTRACT FOR

SALES & PURCHASE AGGREMENT

OF STEAM COAL
(non Cooking Coal)

Among

SELLER - SHIPER

AS.SELLER/BENEFICIARY
PT.TRI MEGAH KREASI
INDONESIA

With

And Buyer - APPLICANT

VENUS ACADEMY,
Mumbai, India

CONTRACT REFERENCE: Contract No. 01/TMK-VENUS/2021

Date: February 18 th-2021
Consisting of 21 Pages
 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/2021
Date: February 18 th -2021

PT. TRI MEGAH KREASI a company incorporated under the laws of Indonesia, having its registered
office address at Taman Sari Mutiara 88 balikpapan, Kalimantan timur, Indonesia, (hereinafter referred
to as “Seller”) which expression shall, unless excluded by or repugnant to the context be deemed to
include its legal heirs, successors and permitted assigns)

With,

VENUS ACADEMY, a company incorporated under Indian law, having its registered office address at
12/505, Indradarshan, Lokhandwala, Andheri (W), Mumbai – 400053, India (Hereinafter referred to as
“Buyer”) which expression shall, unless excluded by or repugnant to the context be deemed to include
its successors and permitted assigns)

Hereinafter together shall be referred to as “Parties” and individually as “Party”

A. WHEREAS Buyer wants to buy Coal (as defined below) and requests that the Coal to be supplied
by the Seller’s
B. WHEREAS the Sellers agrees to sell and the Buyer agrees to buy the Coal as per the terms and
conditions mentioned below.

By this Contract, the SELLER agrees to sell and the BUYER agrees to buy the material specified below
as per the terms and conditions mentioned herein:

1. DEFINITIONS 1.1
Definitions:
In this Contract, unlessthe subject or contex to therwise requires, the following terms shall
respectively have the following meanings :

a) “Applicable Laws” shall mean any statute, law including labour laws, regulation,
ordinance, rule, judgment, order, decree, bye-law, approval, directive, guideline, policy,
requirement or other governmental restriction or any similar form of decision of, or
determination by, or any interpretation or administrative order having the force of law of
any of the foregoing, by any Governmental Authority having jurisdiction over the matter
in question.
b) “Actual GCV (ARB) or Actual NCV(ARB)” means the gross or net calorific value on as
received basis ofanyshipmentof Coal as stated in theCertificate of Analysisor in the Umpire
Certificate, as the case maybe.
c) “Actual Total Ash” means the total ash content on an air dried basis of any shipment of
Coal as stated in the Certificate of Analysis or in the Umpire Certificate, as the case maybe.

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/2021
Date: February 18 th -2021

d) “Actual Total Sulphur” means the total sulphurc on tent on an air dried basis of any
shipment of Coal as stated in the Certificate of Analysis or in the Umpire Certificate, as the
case maybe.
e) “ADB”,with respect to any Coal quality parameter, means the analysis of such parameter
on an air dried basis.
f) “Agreement” means includes any agreement in writing only,entered into between the
Buyer and the Seller’s, including this Contract, Appendices and Annexures (as may be
applicable).
g) “ARB”, with respect to any Coal quality parameter, means the analysis of such parameter
on an as received basis.
h) “ASTM” means the American Society for Testing and Materials.
i) “Base Price” is the base price for the sale of the Coal basis guaranteed GAR/NAR as agreed
between the Buyer and the SELLER for a Delivery Period specified in Annexure A.
j) “Bill of Lading” Or “BL” means receipt given by the Master of Mother Vessel or agent on
behalf of the Master, for the Coal loaded into the vessel and is a document of title.
k) "Buyer" means, in respect of a Transaction, the Party as specified in this Contract and
which expression shall include its successors in title and permitted assigns.
l) “Buyer's Agents” means Buyer, its representatives, agents, employees, officers and all
Persons within the Control of Buyer
m) “Coal” shall have the meaning assigned to such term in Clause 4.1.
n) “Change in Law” shall mean any of the following events occurring after the signing of this
Contract:
i) adoption, promulgation, modification, re-interpretation or repeal by any
Governmental Authority of any statute, rule, ordinance, regulation, treaty,
convention, directive, guideline, policy having force of law, order, decree or
judgment;
ii) imposition by any Governmental Authority of any material condition (other than a
condition imposed as a consequence of violation of any Governmental Approvals) in
connection with the issuance, renewal or modification of any applicable permits or
approvals which renders the performance by a Party of any of the terms of this
Contract impossible or unviable; iii) any Governmental Approvals previously granted,
ceasing to remain in full force and effect for reasons other than breach/violation by or
negligence of any Party; and
iv) any imposition of standards and conditions of operations, maintenance and safety
arising out of a new or revised environmental law.
o) “Demurrage” means the amount payable by the Seller to Buyer if time actually used in
loading the Vessel is greater than the allowed Laytime. Demurrage rate shall be notified
by the Buyer to the Seller during the time of Vessel nomination. Demurrage shall be paid
for all time consumed exceeding allowed Laytime.
p) “Dispatch” means the amount payable by the Buyer to the Seller if Vessel is loaded prior
to completion of allowed Laytime. Dispatch rate shall be half of Demurrage rate for
Laytime saved.

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/2021
Date: February 18 th -2021

q) “Port of Discharging” shall mean the port(s) at which the Coal is to be unloaded by the
Buyer from the Vessel and carries the same meaning as “Discharging Port” or “Discharge
Port”.
r) “Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer to the currency
of the United States of America.
s) “ETA” means expected time & date of arrival of Vessel at Load Port.
t) “FOB” means delivery Free on Board in accordance with Incoterms.
u) “Good Faith” means:
i. being fair, reasonable and honest;
ii. doing all things reasonably expected by any Party in order to give effect to this
Contract; and
iii. not impeding or restricting any other Party’s performance of this Contract;
v) “Governmental Authority” shall mean any country or government, any state, province or
other political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to government, including any
national, regional or local government, any subdivision, agency, commission or authority
thereof, including any port authority, regulatory authority, or any quasigovernmental
organization.
w) “Governmental Approvals” shall mean all clearances, permits, authorisations, licenses,
consents and approvals required to be obtained or maintained under Applicable Laws in
connection with the obligations of the SELLER under this Contract, including the
clearances, permits, authorisations, licenses, consents and approval.
x) “INCOTERMS” means the international rules for the interpretation of trade terms as
applicable and amended from time to time published by the International Chamber of
Commerce.
y) “Independent Inspection Agency (IIA)” means PT SUCOFINDO/ ANINDIYA/ PT SCCI/ PT
SGS at buyer’s choice or mutually agreed if any other- internationally reputed inspection
agency, to be appointed and paid for by Seller at Load Port.
z) “International System of Units” shall mean the modern metric system of measurement
published by the National Institute of Standards and Technology (United States
Department of Commerce), as edited from time to time.
aa) “ISO” means International Organization for Standardization. bb) “Kcal” means Kilocalorie
(s) as defined in the “International System of Units”. cc) “Kg” means Kilogram (s) as
defined in “International System of Units”. dd) “Laytime” means time allowed to load the
Coal on to the Vessel. It shall be determined by dividing the quantity actually loaded on
the Vessel by the loading rates guaranteed by SELLER.
ee) “Major Indonesian Holidays” mean 2 days of IdulFitri, 1 day of IdulAdha, 1 day of
Independence Day and 1 day of Christmas Day.
ff) ”Master” means master of Vessel nominated by Buyer.
gg) “NOR” means Notice of Readiness issued by Master of Vessel confirming the readiness of
the Vessel in all respect to commence loading.
hh) “mm” means Millimeter as defined in “International System of Units”.

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/2021
Date: February 18 th -2021

ii) “Port of Loading” or means the port(s) at which the Coal is to be loaded onto Vessel in
Indonesia and carries the same meaning as “Loading Port” or “Load Port” jj) “Pratique”
means permission given by competent authority to do business at a port by a ship that has
complied with all applicable local health regulations.
kk) “SHINC” means Sunday and holidays included. ll) “Statement of Facts (SOF)” means a
statement prepared by the shipping agent and signed by the Master of Vessel 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 Coal loaded each day, the hours worked and the
hours stopped with the reasons of stoppages and is used as basis for calculation of Demurrage
and Dispatch. mm) “Time Sheet” means a document which records all daily particulars relating
to the loading of Coal as well as the duration of and reason for any stoppage of work.
nn) “Ton (s)”, “Ton (s)”, and “MT” mean metric tons of 1,000 Kgs as defined in International
System of Units. oo) “Vessel” means a mother vessel nominated by Buyer for loading of Coal in
accordance with Annexure B (i).
pp) “Working Day” means a day upon which business is regularly transacted and bears the
same meaning as the “Business Day” and unless expressly stated, the term “Day” shall be
deemed to mean “Calendar Day”.
qq) “Weather Working Day” means a day of 24 consecutive hours on which work for loading
Coal on board a Vessel may be carried out without loss of time due to the weather.

1.2 Interpretation:
In this Contract, unless the context requires another meaning, a reference:
a) A fraction in any calculation shall be rounded up/down to two decimal points, rounded up
when it is higher than two hundredth of one and rounded down otherwise.
b) All references to clauses are to clauses in this Contract unless otherwise specified herein.
c) Unless the context otherwise requires, the words “herein”, “hereof” and “hereunder” and
words of similar import when used in this Contract shall refer to this Contract as a whole
and not to any particular provision of this Contract.
d) References in this Contract to any statute, law, decree, regulation, or other legal
requirement shall be construed as a reference to such statute, law, decree, regulation or
other legal requirement as re-enacted, re-designated, amended or extended from time to
time, except as provided otherwise in this Contract.
e) References to any document, instrument or agreement under this Contract shall mean
such document, instrument or agreement as the same may be amended, varied,
supplemented, restated, or novated from time to time in accordance with the terms and
conditions hereof.
f) Reference to any Person or Persons shall be construed as a reference to any successor or
assigns of such Person or Persons to the extent permitted by this Contract.
g) The headings of the Clauses in this Contract are intended for convenience only and shall
not in any way affect the meaning or construction of any provision herein.

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/2021
Date: February 18 th -2021

h) Reference to the words “include” or “including” shall be deemed to be followed by the

words “without limitation” or “but not limited to”, whether or not the y are followed by
such phrases or words of similar import.
i) Words importing plural shall include singular and vice-versa.
j) The Parties acknowledge and agree that any rule of construction that a document is to be
construed against the drafting party shall not be applicable to this Contract.
k) For the purposes of this Contract, the words and abbreviations that have well-known
technical or trade meanings and used but not defined in this Contract, shall be construed
in accordance with such recognized technical or trade meanings.
l) Any term not defined herein shall bear their usual industry meaning.
m) The enclosed Annexures (Annexure- A and Annexure –B) would be an integral part of this
Contract and to be read along with the Contract.

2. TERM OF CONTRACT
The parties hereby agree that the term of this Contract shall commence from the date of signing
of this Contract and shall be terminated when completion of sale, delivery and payment of the
shipments under this Contract has been fully performed by the parties and all the obligations
with respect to this Contract have been fully completed. However, term of this Contract can be
terminated upon mutual agreement of both parties, whichever comes earlier.

Buyer shall purchase the coal from Seller’s on FOB Mother Vessel basis (Incoterms 2010).

3. SCOPE OF CONTRACT:
3.1 Sale and Purchase:
The Seller’s agrees to supply, deliver and sell and the Buyer agrees to purchase the contracted
quantity of Coal, in accordance with the terms of this Contract.
3.2 Scope of Seller’s Obligations:
Seller’s shall deliver the contracted quantity at the delivery point of the Loading Port in
accordance with the terms and conditions set forth herein. Seller’s shall make all requisite
arrangements for the delivery of Coal to the Loading Port.

3.3 Scope of Buyer Obligation:

Buyer shall take delivery of contracted quantity purchased under this Contract at the delivery
point of the LoadingPort as per the terms and conditions set forth herein. Buyer shall make all
requisite arrangements for taking the delivery at the Loading Port.

4. COMMODITY, CONTRACTED QUANTITY& DELIVERY PERIOD, MINE ORIGIN AND SHIPMENT

4.1 Commodity:
Non Coking Coal in Bulk of Indonesia origin or Indonesian Steam Coal in Bulk or Steam (Non
Coking) Coal of Indonesian origin in Bulk or Steam (Non Coking) Coal of Indonesian origin or
Indonesian Steam Coal in Bulk (“Coal”).

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/2021
Date: February 18 th -2021

4.2 Contracted Quantity & Delivery Period:

As per Annexure A (vi).

4.3 Mine/ Origin:

As per Annexure A (vii).

4.4 Shipment:
As per Annexure A (viii).

5. COAL SPECIFICATIONS:
The quality of coal in this shipment shall comply with the specifications set forth in Annexure
A(i).

6. PRICE:
As per Annexure A(ii)

7. REJECTION:
As per Annexure A (iii)

8. PRICE ADJUSTMENTS:
As per Annexure A(iv)

9. WEIGHT AND QUALITY DETERMINATION:

9.1 Weight:
The cargo weight of the shipment shall be calculated to the nearest metric ton (MT) using draft
surveys and shall be determined at the Port of Loading based on the Draft Survey Report. The
draft survey shall be conducted by IIA appointed and paid by Seller’s. IIA shall provide the
corresponding Certificate of Weight for the shipment at Port of Loading. The weight so
determined shall be final and binding upon Seller’s and Buyer for the purpose of this contract.
The costs of draft survey at Port of Loading shall be for the account of Seller’s.

9.2 Coal Quality:

The sampling and analysis of the coal shipment shall be conducted at the Port(s) of Loading by
IIA appointed and paid for by Seller’s. IIA shall draw the representative samples on their own at
the jetty/anchorage for carrying out sampling and analysis provide the corresponding Certificate
of Sampling and Analysis for the entire cargo loaded on Buyer nominated vessel at Port of
Loading. Such coal quality determination at Port of Loading shall be final and binding upon
Seller’s and Buyer for the purpose of this contract, and shall form the basis of settlement in
accordance with Article 9 hereof.

The sample shall be extracted and analyzed in accordance with ASTM standards. The cargo
composite sample shall be divided into 4 parts to provide:

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/2021
Date: February 18 th -2021

- 1 (one) sample for cargo analysis

- 2 (two) samples to be sent to the Buyer or its nominated agency, if requested
- 1 (one) umpire sample which shall be retained by IIA until 60 (Sixty) days after
completion of loading at Port of Loading for future reference as per standard
practice.

In the event that Parties wish to challenge the load port analysis results, they shall do so within
60 days of completion of loading at Port of Loading. In such event the umpire sample retained
at the loading port shall be sent to an independent Inspection agency of International repute
located at a neutral venue agreed by both parties. The cost and expenses of such further analysis
shall be borne by the party requesting such analysis.

In the event that the results of the umpire sample are beyond permissible interlab tolerance
from the Certificate of Sampling and Analysis issued by IIA, the umpire report shall be treated as
final and binding or else the Certificate of Sampling and Analysis issued by IIA to remain final.

The costs for sampling and analysis at load port shall be for the account of Seller’s.

The Buyer may appoint their representative surveyor for witnessing the loading and sampling
process by the independent surveyor. Buyer appointed surveyor shall also be allowed to draw
their own samples and jointly seal the samples (including the umpire sample) drawn by the
independent surveyor. However, the results of the samples drawn by Buyer appointed surveyor
shall be or Buyer reference and shall not have any commercial bearing on the contract. The cost
of appointing such representative/appointed agency will be borne by the Buyer. Additionally,
Buyer can send their representatives to the mine stockpile, loading jetty and mother vessel at
all times during the period of the shipment to observe, by giving suitable prior notice.

The sampling and analysis certificate provided by the miner (PT. KALIMANTAN REZEKI MANDIRI)
shall be considered for all commercial purposes saving the invocation of Umpire’s sample
analysis.

10. NOMINATION OF VESSEL:

10.1 Nomination of
Vessel: As per
Annexure B (i)

10.2 Shipping Terms: As

per Annexure B (ii)

11. STEVEDORE DAMAGE:

The Stevedores at load port are to be appointed by the Seller at their risk and expense. The
Stevedores shall be considered as the Seller servants and the Seller are to be responsible for any

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/2021
Date: February 18 th -2021

negligence, default or error in judgment of the Stevedores and /or the barges/lighters employed
in loading the vessel(s).
Loading 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 Seller account.

Should Master suspect any damage caused to vessel by barges and/or due to stevedores, Master
to immediately notify in writing to stevedores/SELLER’s or their agent by fax/cable or telex
within 48 hours of its occurrence. SELLER or their agents have the right to inspect any reported
damage with their own surveyor. SELLER is solely responsible for such damage and same to be
repaired at SELLER’s time and cost prior to vessel sailing from load port. However, in any case,
if claim is not settled between BUYER and Stevedore then SELLER to be ultimately responsible
for such claim settlement. Any stevedore damage effecting vessel’s seaworthiness to be repaired
immediately and any time thereby lost to count as laytime or time on demurrage.

12. PAYMENT TERMS:

As per Annexure A (ix).

13. TAXES, DUTIES, etc.:

All applicable import duties, levies, dues etc. on the imported Coal from the Vessel if any at
Discharge Port shall be to Buyer's account. All taxes, duties, export tax, levies, etc. on the Coal
in the country of origin / loading to be at SELLER's account.

14. LAYTIME CALCULATION:

Lay time calculation shall be prepared basis the statement of facts (SOF) issued by the nominated
agents and signed by the Master of the Mother Vessel.

15. FORCE MAJEURE:

In the event of contingency beyond the control of either party and without its faults or
negligence, including but not restricted to the acts of public enemy, acts of the foreign
government, fires, floods, or tsunami which obstructs the loading into mother vessel, change in
any export policy by a Government body, epidemics, quarantined restrictions, strikes and freight
embargoes and from which the affected party cannot reasonably relieve itself by giving security
or otherwise, the contract shall be suspended until such causes cease to exist.

If such contingency or cause prevents performance according to this contract for more than 90
(ninety) days, such performance may be cancelled by the party not claiming excuse by reason of
such contingency or cause.

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/2021
Date: February 18 th -2021

If more than one delivery is foreseen in this contract, each delivery hereunder shall be deemed
a separate transaction. The failure of a party to execute any one delivery hereunder, shall not
affect this contract with respect to any other delivery hereunder.

In order the provisions of this clause become operative, the party of the contract affected by the
force majeure conditions must furnish the other party with;

i) Written notice about the nature and extent of conditions promptly. ii) With declaration from
the Chamber of Commerce (Commerce and Industry) of concerned government or other
government institutions / authorities declaring existence of force majeure conditions and its
period.

16. NOTICES:

Any notice required or permitted by this Contract shall be in writing and in the English Language
and may be delivered personally or may be sent by telex, facsimile, e-mail or prepaid registered
mail addressed to the parties, as follows:

If to Buyer:
VENUS ACADEMY
Address : 12/505 Indradarshan, Lokhandwala Andheri (W), Mumbai – 400053, India Attention :
Manish TayaL

As To Seller :
PT. TRI MEGAH KREASI
Addres : Taman Mutiara Sari 88,Balikpapan- Indonesia.
Attention : Hery
Person : 0986.33270805

17. ARBITRATION:
Any dispute, difference or disagreement between the parties arising under or in relation to this
Contract, including (but not limited to) any dispute, difference or disagreement as to the
meaning of the terms of this Contract or any failure to agree on any matter required to be agreed
upon under this Contract shall, if possible, be resolved by negotiation and mutual agreement by
the parties within 30 (thirty) days. Should no agreement be reached, then the dispute shall be
finally settled by arbitration upon the written request of either party hereto in accordance with
the rules of conciliation and arbitration of the Singapore International Arbitration Centre (SIAC)
located at Singapore by three arbitrators in English Language. The venue of arbitration shall be
Singapore. The result of all such arbitration shall be final and binding for the parties and for all
purposes. Except to enforce an arbitral award, no party may commence court proceedings in
any jurisdiction in respect of a Dispute arising under this Agreement.
18. AMENDMENTS

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INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
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Date: February 18 th -2021

Any amendments of this Contract shall be in the form of an addendum in writing to be signed by both
parties and shall, thereafter form and become an integral part of this Contract and should be read with
the same.

19. ENTIRE AGREEMENT

The enclosed Annexure-A and Annexure–B forms an integral part of this Contract.This Contract
contains the entire agreement between the Parties in relation to the sale and purchase of Coal
and supersedes all prior negotiation, understanding and agreements whether written or oral in
relation to any matter dealt in this Contract

20. WAIVER:
Any failure of either party to insist on any or more instances upon strict performance of any
provision of the contract or to exercise any of its rights herein, shall not be considered as a waiver
of any such provision.

21. RISK PURCHASE:

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 in writing, the Buyer, without prejudice to any
other remedy for breach of contract, purchase similar or near similar coal from open market to
mitigate his losses due to non delivery and/or delay in delivery of the Coal by the Seller at the
cost and risk of the Seller. In that event all additional costs incurred by the Buyer in procuring
such Coal from the open market including but not limited to the difference in purchase price of
this contract and new purchase price from open market is recoverable from the Seller and the
Seller will make payment of the differential amount immediately on demand from the Buyer. In
case of opting of risk purchase the buyer shall provide the copy of contract for alternate
purchase from the open market so as to claim the differential amount, if any.

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.

22. TITLE AND RISK OF LOSS:

Risk of loss and damage with respect to the coal shall pass from Seller to Buyer when coal is
loaded into the vessel at the Port/Anchorage of Loading and trimmed to Master’s satisfaction
and the holds are closed. Title to the coal shall pass from the Seller to the Buyer when the Seller
receives full amount against the letter of credit in their bank.

23. DUE DILIGENCE:

Buyer or Buyer’s Representative is allowed to visit, lift coal sample, to do pre shipment
inspection and perform due diligence of Mine/Jetty at his own/buyer cost at any point of time
during the contract tenure, by giving suitable prior notice. If in case Buyer finds any deviation
from the information provided by seller or any breach of contractual terms then the same shall
be discussed mutually between the parties. And the matter shall be resolved through mutual
discussions.

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

24. DAMAGES FOR DELAY AND QUANTITY SHORTAGE

Buyer has right to claim damages from Seller as per below and such claim shall be adjusted
within LC.

24.1 Seller guarantees to Buyer the stable supply of Coal, in the event that the supply of Coal by seller
is interrupted due to other reasons except force majeure, the Buyer reserves the right to
disqualify the supplier from the Buyer's coal purchasing list for a period of minimum one year.

24.2 If the quantity of Coal shown in the Bill of Lading (B/L) fails to meet the required quantity in
stowage plan as notified by ship master (Stowage Plan Quantity), the Seller shall pay the Buyer
dead freight for short loaded quantity.

25. GOVERNING LAW:

This Contract and the rights, privileges, duties and obligations of the parties herein under shall
be construed to be in accordance with the laws of Indonesia.

26. ASSIGNMENT:
Neither party shall assign any rights or obligation under this Contract without the prior written
consent of the other party.

27. CONFIDENTIALITY
Neither party shall disclose any information contained in this agreement to a third party without
consent of each other except to Government Authorities as required by the rules of the countries
of the parties concerned or where prior consent has been taken by a party from the other and
in those cases the disclosure must not be made unless prior to such disclosure all reasonable and
usual steps in the circumstances are taken to protect against the misuse or unauthorized
disclosure of the confidential information by the third parties, including where appropriate,
requiring the relevant third party to provide a written undertaking of confidentiality.

For the avoidance of doubt, no Party will use the name of the other Party for advertising or
promotional purposes without prior written permission, nor are Contract Materials to be used
in whole or in part outside of each Party's organization without prior written approval of the
other Party.

28. CHANGE IN LAW:

28.1 If, there is a Change in Law after the date of signing of this Contract, which was not known or
foreseeable and has a direct and immitigable impact on Contract Price or the supply of the Coal,
or the Contracted Quantity, or other obligations of Party/Parties under this Contract, the
Parties shall, in good faith, negotiate and agree upon suitable changes to the Contract Price,
Contracted Quantity and/or other obligations of the Parties under the Contract, so as to put the
affected Party in the same financial and legal position as it were prior to the such Change in Law.

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

28.2 Upon the occurrence of any Change in Law, the affected Party shall notify the other of the
particulars, nature and extent of impact of Change in Law on the Contract Price or the supply of
the Coal, or the Contracted Quantity, or other obligations of Party/Parties under this Contract

29. SEVERABILITY:
If any portion of this Agreement is held to be illegal, void or unenforceable, the remaining
provision shall remain in full force and effect as if such invalid provision had not been included
herein.

30. LIMITATION OF LIABILITY:

To the extent permitted by law, both the Parties will not in any circumstances be liable to the
other Party whether in contract, tort (including negligence) or under statute for or in respect of
any of the following categories of loss which may be incurred by the any of the Party in
connection with or relating to this Contract, any breach of this Contract or the supply of Coal by
the Seller to the Buyer:
a. loss of revenue or profit, loss of anticipated savings or loss of commercial opportunity or
good will and;
b. any compensation payable by the Seller to a third party or otherwise payable by the Seller
pursuant to a settlement of a claim made by a third party;
c. loss resulting from any movement in the market price of the Coal;
d. Any special, indirect or consequential loss.

31. INDEMNIFICATION:
SELLER agrees to defend, indemnify and hold harmless the Buyer from any and all liabilities,
damages, losses, costs, expenses (including, attorneys’ and technical consultants’ fees and also
all costs, charges and expenses in connection with any suit, action, claim or demand, which may
be required to be defended by Buyer) and amounts paid in judgment or settlement, incurred or
sustained by or asserted against the Buyer with respect to or arising out of the breach of any of
the Seller’s representations and/or warranties, covenants or obligations to the Buyer under this
Contract.

BUYER agrees to defend, indemnify and hold harmless the Seller from any and all liabilities,
damages, losses, costs, expenses (including, attorneys’ and technical consultants’ fees and also
all costs, charges and expenses in connection with any suit, action, claim or demand, which may
be required to be defended by Seller) and amounts paid in judgment or settlement, incurred or
sustained by or asserted against the Seller with respect to or arising out of the breach of any of
the Buyer’s representations and/or warranties, covenants or obligations to the Seller under this
Contract

32. EVENTS OF DEFAULT AND TERMINATION:

The following circumstances shall each constitute an event of default (an "Event of Default") in
relation to a Party (the "Defaulting Party"):

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

a. The Defaulting Party commits a breach of any term or condition of this Contract and such
failure or breach, if capable of being remedied, continues to be unremedied for a period of
thirty (30) consecutive days from the date of notification thereof to the Defaulting
Party;
b. The Defaulting Party initiates or consents to proceedings relating to itself under any
applicable bankruptcy, reorganization or insolvency law or makes any agreement for the
deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts
(or of any part which it will or might otherwise be unable to pay when due), proposes or
makes a general assignment or an arrangement or composition with or for the benefit of
the relevant creditors in respect of any such debts or a moratorium is agreed or declared in
respect of or affecting all or any part of (or of a particular type of) its debts;
c. A trustee, liquidator, custodian, provisional manager or similar person is appointed in a
proceeding referred to in Clause 17.b, which appointment has not been set aside or stayed
within thirty (30) days of such appointment, or a court having jurisdiction enters an order
winding up or otherwise confirming the bankruptcy or insolvency of Defaulting Party, and
such proceedings will not have been discharged or stayed within a period of thirty (30) days;
d. In case Seller/Vessel Owner/Shipper, directly or indirectly violates any International
sanctions in force imposed by US, EU, UN.
e. If extraneous material such as but not limited to boulder, stone, bones, bigger pieces of coal
found in any two Vessels and the same is certified by independent inspection agency
appointed by Buyer at load Port.

If an event of defaul to occurs, the non-defaulting party may:

(i) terminate this Contract by giving a written notice to the Defaulting Party, the effective date
of which will be specified by the non-defaulting party but which must not be earlier than
fifteen (15) days from the date of such notice, whereupon the non-defaulting party will be
excused and relieved from all obligations and liabilities under this Contract, except for
payment of the amounts due before the effective date of such termination; and
(ii) exercise any rights under this Contract or the law, including compensation for monetary
damages, injunctive relief and specific performance.

33. REPRESENTATION AND WARRANTIES:

Each Party represents and warrants to the other, that,
33.1 On the date of this Contract, that:
a) It is not a Sanctioned Person;
b) it is duly organized and validly existing under the law of its place of incorporation;
c) it has full power and authority to enter into and perform this Contract;
d) the entry into and performance of this Contract does not breach any obligation (including
any statutory, contractual or fiduciary obligation) of that Party, any law or the constituent
documents of that Party;
e) it has taken all necessary corporate action to authorize entry into this Contract and have
taken or will take all necessary corporate action to authorize the performance of this
Agreement and to carry out the transactions contemplated by this Contract;

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

f) this Contract constitutes a legal, valid and binding obligation of that Party enforceable in
accordance with its terms by appropriate legal remedy;
g) it has obtained all necessary consents and approvals to enable it to enter into this Contract;

33.2 On the date of each Shipment, that:

a) it has not suffered nor is suffering an Insolvency Event;
b) neither the execution of this Contract, nor the carrying out by it of the transactions
contemplated herein, does or will:
i. contravene any law to which it or any of its property is subject or any order of any
Government Agency that is binding on it or any of its property; and ii.
contravene any Government Agency Approval;
c) No litigation, arbitration, mediation, conciliation or administrative proceedings,
investigations are pending before any court or other judicial, quasi judicial or other
Governmental Authority, or to the knowledge of any of its officers after due inquiry, is
threatened which, if adversely decided could have a material adverse effect on its, its ability
to perform its obligations under this Contract;
d) All consents and all legislative, administrative and other governmental action required to
authorize the execution, delivery and performance by Parties of this Contract and the
transactions contemplated hereby have been taken or obtained and are in full force and
effect except to the extent of such actions which by the terms hereof are to be taken at a
later time;
e) The execution, delivery and performance by Parties of this Contract does not conflict with
the terms of any legal requirements of any Government Authority applicable to Parties.

34. CONTRACTS (Rights of Third Parties) ACT 1999:

Unless expressly provided to the contrary, a Party who is not a part to this Contract may not
enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

35. EXCLUSION OF CISG (Vienna Convention):

The Parties agree that the United Nations Convention on Contracts for the International Sale of
Goods and any laws giving force to that convention do not apply to, and shall be excluded from,
this Contract.

36. TRADE CONTROLSs:

Notwithstanding anything to the contrary herein, nothing in this Contract is intended or shall be
interpreted to require either Party to the Contract to act in any manner which is inconsistent
with, penalized or prohibited under any laws, regulations, rules or requirements applicable to
such Party which relate to foreign trade controls, export controls, embargoes, sanctions or
international boycotts of any type.

Should any foreign trade control, export/import control, embargo or international boycott
prevent or prohibit performance of either Party's obligations for a period of 30 days or more,
then either Party is entitled to terminate this contract in respect of all unperformed obligations
upon written notice to the other Party.

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

Should the Buyer be required to obtain any authorization, license or approval pursuant to any
foreign trade control, export/import control, embargo, international boycott or sanctions
legislation, regulation or regime, it shall be obliged to do so promptly. To the extent that there
is any delay in the performance of the Buyer's obligations including a delay in making payment
and/or giving payment instructions caused by (i) any foreign trade control, expert/import
control, embargo, international boycott or sanctions legislation, regulation or regime or (ii) the
obtaining of any authorization, license or approval as required by any foreign trade control,
export/import control, embargo, international boycott or sanctions legislation, regulation or
regime, the Buyer is responsible for all costs and consequences of the same including the
payment of interest to the Seller on any late payments as provided in the payment terms
provision of this Contract.

Should the Seller be required to obtain any authorization, license or approval pursuant to any
foreign trade control, export/import control, embargo, international boycott or sanctions
legislation, regulation or regime, it shall be obliged to do so promptly. To the extent that there
is any delay in the performance of the Seller obligations including a delay in receiving payment
and/or giving payment receipt instructions caused by (i) any foreign trade control, expert/import
control, embargo, international boycott or sanctions legislation, regulation or regime or (ii) the
obtaining of any authorization, license or approv’al as required by any foreign trade control,
export/import control, embargo, international boycott or sanctions legislation, regulation or
regime, the Seller is responsible for all costs and consequences of the same as provided in the
payment terms provision of this Contract.

37. ANTI-CORRUPTION:
The Buyer and the Seller’s, each agree and undertake to the other that in connection with this
Contract, they will each respectively comply with all applicable laws, rules, regulations, decrees
and/or official government orders applicable to the Parties relating to anti-bribery and
antimoney laundering. The Buyer or the Seller may terminate the Contract forthwith upon
written notice to the other at any time, if the other is in breach of any of this provision.

BUYER VENUS SELLLER / BENEFICIARY

ACADEMY PT. TRI MEGAH KREASI

Name : Manish Tayal Name : Hery

Designation : CEO Designation : Director

BUYER SELLER LC BENEFICIARY Page 16 of 21

 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

ANNEXURE A – COAL SPECIFICATION

(i) As per ASTM/ISO standards (as per Buyer’s choice): Specification shall be as below

SPECIFICATIONS GUARANTEED REJECTION / PENALTY

Gross Calorific Value (ARB) 4200 <4000
Total Sulphur (ADB) 0.8 % >1,0 %
Total Ash (ADB) 8-10% >12%
Total Moisture (ARB) 34 %
Inherent Moisture (ADB) 15 % -
Volatile Matter (ADB) 42-45 -
Fixed Carbon By Difference -
HGI 45 -
Size (0-50mm) 90% -
AFT (IDT) Reducing 1050 Deg C -

Cargo should be free of extraneous materials such as but not limited to premature coal, high
temperature, boulders, stones, woods etc. Cargo dusty in nature causing environmental hazard is
subject to rejection.

Other than the above-mentioned specifications, additional certificate of analysis should mention
Ultimate, proximate, full ash analysis and sizing. The same can be made available outside LC, if
required by Buyer.

(ii) Base FOB Price:

USD ICI INDEX USD 46.00 / MT Basis FOB Mother Vessel at;

(iii) Rejection:
Buyer will have the right to reject the shipment if as per the Load Port Certificate of Sampling and
Analysis issued by IIA, any of the Specifications fall outside the Rejection Limits specified as per
Annexure A (i) above.

If Buyer rejects such shipment, such shipment shall be deemed not to have been delivered to
Buyer for purposes of this Contract and if title and risk to such shipment shall have passed to
Buyer, such title and risk shall revert to Seller. In case of rejection, without prejudice to other
rights and remedies available to the Buyer under this Contract and at law, the charter party cost
and all other costs, expenses and losses, whatsoever, arising out of such rejection with respect to
the rejected Coal will then become the responsibility of the Seller. All such costs, expenses and
losses shall be determined by Buyer and informed to Seller and the same shall be remitted to
Buyer by Seller within a period of fifteen (15) days from the date of intimation by the Buyer

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

In case the Seller has received the payment under said shipment, Seller would be obliged to pay
back the full value in case of rejection within 5 days of claim.

Buyer shall not discharge the cargo at the Discharge Port without the full consent of the Seller.
If the Buyer exercises its right to reject the Coal in accordance with this Clause then without
prejudice to its other rights and remedies under this Contract and/or law, the Buyer, at its sole
discretion, shall have the right, but not obligated, to receive a quantity of Coal equivalent to the
quantity of the rejected shipment of Coal (the “Replacement Delivery”) within 15 days of the
notice of cancellation. The Seller shall deliver the Replacement Delivery at the time and port
nominated by the Buyer. The Buyer shall make payment for the Replacement Deliveries in the
same manner as applicable for other deliveries under this Contract. The Risk Purchase Clause shall
not be applicable in case the replacement delivery is made available by and/or the Seller.

(iv) Price Adjustment:

The following Price Adjustments shall be applicable basis Certificate of Sampling and Analysis
issued by IIA.

a) Gross Calorific Value (ARB):

If the actual GCV (ARB) of the coal supplied at load port basis Certificate of Sampling and Analysis
issued by IIA is above or below calorific value which forms price basis specification, then the FOB
price for respective calorific value shall be derived basis the following formula, till rejection limit.

Actual Gross Calorific Value (ARB)

Adjusted Base FOB Price = -----------------------------
--------------- x
Base FOB
Price
4200 Kcal/kg (ARB)

No price adjustment shall be applicable should the GCV-ARB be greater than 4300 Kcal/Kg.

b) Ash (ADB):
Price adjustment of USD 0.02 PMT for every 1.0% or part thereof above the guaranteed level till
the rejection limit.

c) Sulphur (ADB):
Price adjustment of USD 0.02 PMT for every 0.1% or part thereof above the guaranteed level till
the rejection limit.

(v) Independent Inspection Agency:

The IIA appointed is the PT. ATQ company for the Port of Loading according to the Parties' choice
or mutually agreed upon. The IIA will be appointed and paid for by the SELLER at the Loading Port,
Indonesia.

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

(vi) Contracted Quantity & Delivery Period:

- Quantity: Trial Shipment 55.000 metric tons +/-10% (tolerance at Buyer’s choice) of Non-
Coking Coal in bulk of Indonesia Origin or Indonesian Steam Coal in Bulk or Steam (non coking)
coal of Indonesian origin in bulk or Steam (non coking) coal of Indonesian origin or Indonesian
Steam Coal in Bulk, as per the specification mentioned herein under Annexure A (i) above.
- Delivery Period: 25 days LC accept
- Laycan: 28 February, 2021 (by confermasion Schedule)

Timely delivery is the essence of the contract.

(vii) Mine/ Origin:

SELLER guarantees that the Coal shall be supplied from South or East and North Kalimantan
Indonesia.

viii) Shipment:
Port of Loading:
Taboneo, South Kalimantan or Muara Berau Anchorage, East Kalimantan - Indonesia

ix) Payment
Terms:

Buyer is obliged to open an irrevocable, Non-transferable, payable by at sight Letter of Credit

(L/C) from Bank ICICI Bank Limited, address: Maurya Estate, New Link Road, Andheri West,
Mumbai 400053, India based on 100% cargo value of the shipment and the Seller and beneficiary
LC, (period for L/C presentation is within 15 (fifteen) days from B/L issued date, but within the
validity of the L/C. The L/C is valid for 45 days) to the seller and Beneficiary LC.

Swift Code: ICICINBBCTS, acceptable to the Seller in favor of Seller covering the relevant shipment
quantity tolerance. L/C draft shall be sent by Buyer to Seller prior to opening the L/C and shall be
confirmed by the Seller within 3 working day. L/C, as per the agreed draft between the parties, to
be opened for the shipment prior to the ETA of mother vessel at load port in favor of Seller and
its subject to seller confirming the advising bank details for the respective shipment. Otherwise
Seller has the right not to commence vessel loading and any delay would be to the Buyer’s
account. Before all full payment of the LC amount has received by Buyer’s account than the Vessel
prohibited for sailing to the port destination.

BUYER SELLER LC BENEFICIARY Page 19 of 21

 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

L/C Beneficiary Bank Details:

Bank Name : MAYBANK INDONESIA
Bank Address : Sei Jodoh Muka kuning, Bussines Center 126-128, Batam - Indonesia
Account Name : PT.TRI MEGAH KREASI
Account Number : 5.111.000.198
SWIFT CODE : IBBKIDJATRS

Buyer’s Bank Details :

Aplicant : VENUS ACADEMY
Bank account : ICICI Bank Limited India
Bank Address : Maurya Estate, New Link Road, Andheri west, Mumbai -400053 India.
Account no : 026305004924
SWIFT CODE : ICICINBBCTS

SELLER’s shall handover following documents to Buyer:

a. One Original and Three Copies of Seller’s signed commercial invoice for the entire quantity
showing the Name of the carrying vessel, Date of Bill of Lading, Actual tonnage shipped, Price
adjustment calculation and Total value of the shipment, adjustment for Demurrage/
Dispatch/ Dead Freight amount based on SOF issued by Shipping Agent at load port and
agreed by “Seller” and Buyer
b. 3/3 original clean on board and three non-negotiable Ocean Bill of Lading marked "Freight
Payable as per Charter Party" or “Freight Prepaid” and notifying as per details provided in the
L/C, made out “To Order” and either Blank endorsed or endorsed in favor of L/C issuing bank.
c. One original and 3 copy of Certificate of Weight issued by IIA, based on Draft survey report.
d. One original and 3 copy of Certificate of Origin issued by IIA.
e. One original and 3 copy of Certificate of Sampling & Analysis issued by IIA.
f. One Original and 3 copy of certificate of Draft survey issued by IIA.
h. One original and 3 copy of Certificate of Hold Cleanliness issued by IIA

❖ Original and concerned copies of Certificate of Origin

❖ The Seller shall fax copies or email one set of all non-negotiable documents listed from
“a” to “h” to the Buyer within 5 (five)days after the date of shipment. Certificate of
Sampling and analysis shall be shared no later than 3 days from the Ocean Bill of Lading
date
❖ Typographical errors not affecting figures as per International Standard Banking Practice
are not considered discrepancies.
❖ Split B/L and/or Split COOs (Original and Triplicate) accepted only if instructed by Buyer in
writing.
❖ Seller to provide Company Profile/Credit Rating/Business Information Report upon
request by Buyer or Buyer’s Bank.

BUYER SELLER LC BENEFICIARY Page 20 of 21

 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

ANNEXURE B

i. Nomination of Vessel:
Buyer to nominate a vessel to Seller not later than 5 (five) day prior to the first day of the laycan
at the Loading Port. Seller will reply within one working day intimating acceptance of the
nominated vessel, which acceptance shall not be unduly withheld.

Buyer may substitute vessel previously nominated with ETA within the agreed laycan. Substituted
vessel cannot have ETA prior to earlier nominated vessel.

Demurrage / Dispatch rate to be informed by Buyer to the Seller according to the relevant Charter
Party upon vessel's nomination. And the buyer shall provide the executed copy of the charter
party agreement for the perusal of the Seller if specifically requested by the Seller within 24 hours.

Buyer to appoint agents at the Port of Loading:

Buyer or their agents shall send 5, 4, 3, 2, and 1-day(s) notice to the SELLER.

ii. Shipping Terms:

For Anchorage Loading:
The loading rate to be minimum 8,000 MT PWWD SHINC for FOBT Geared & Grabbed Mother
Vessel (excluding major Indonesian holidays such as 2 days of IdulFitri, 1 day of IdulAdha, 1 day of
Independence Day and 1 day of Christmas Day). This rate will be the rate for the calculation of
demurrage and dispatch.
Seller guarantees Buyer with 1 safe port / anchorage at Muara Taboneo or Muara Berau
Anchorage, Indonesia for respective shipments, confirmed at the time of vessel acceptance.
a) The Buyer/Vessel agent shall intimate in writing to the Seller/ their agents, the name of person,
company and full style of the nominated Vessel agents at the Port of Loading. The NOR
(Notice of Readiness) shall be addressed and tendered to the Seller/ their agents by e- mail
or fax. The NOR to be tendered ATDN SHINC, Indonesian Major Holidays excluded WIBON,
WIPON, WCCON, WIFPON and NOR will be deemed accepted if it has been tendered as per
contractual terms. Laytime to commence 12 hours after tendering NOR unless sooner
commence, in which case actual time used to count. Laytime to cease on counting upon
Vessel loading completion, grace period of maximum 12 hours to hand over complete export
documentation to vessel agent. ifit exceeds 12 hours, additional time taken (beyond 12
hours) to count until export document sare handed to vessel agent.

Time lost by the following causes shall not count as laytime :

1. If on berthing the vessel is found not ready in all respects, time lost from discovery till
vessel ready to load
2. Time lost due to causes attributable to Vessel, Vessel owners or Buyers
3. Time spent in opening and/or closing hatch covers
4. Breakdown or failure of the Vessel to comply with the requirements or regulations of
the Loading Port causing delay or restriction to loading operations

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 CONTRACT FOR SALE AND PURCHASE OF
INDONESIAN STEAM COAL IN BULK GCV (ARB) 4200 FOB MV
No. 01/TMK-VENUS/II/2021
Date: February 18 th -2021

5. Adverse weather conditions which prevented the loading operations unless vessel is
already on demurrage.
6. Time spent in conducting a first initial draft survey, Cleaning and inspection of the
vessel’s holds, intermediate, and final draft survey on the Vessel prior to or during the
loading of the Coal;
7. Discharge of ballast to the extent that this is not concurrent with loading and which
causes delay at the loading berth;
b) Detention: In the event the vessel is prevented from or delayed in berthing or sailing at/from
the Port of Loading as a result of Seller’s failure to complete all formalities and process
necessary documentation, Seller will be responsible for the time and costs associated with
the detention of the vessel over and above vessel’s demurrage.
c) Seller to provide regular barge movement details, departure of barge from barge point, ETA
of barge at anchorage point etc. to the Buyer and buyer’s nominated agents.
d) Any damage to the mother vessel due to unsafe operation of the barge or the floating crane
alongside the vessel shall be to the account of Seller
e) Dead Freight: The Owner/ Master/ Agents of the vessel shall declare the stowage plan to the
Seller/ their agents by e-mail/ fax, prior to arrival of vessel at Port of Loading. Once the
stowage plan is declared, the Seller shall load coal as per the quantity declared in the stowage
plan. For any short quantity loaded, the Seller shall pay dead freight which shall be calculated
by multiplying the short quantity by the freight of the vessel nominated to the SELLER. Buyer
shall send Fixture Note that mention the freight rate.
f) Vessel once on demurrage is always on demurrage.
g) Seller guarantees to provide to Vessel safe port(s), safe anchorage(s) and safe berth(s) where
she can safely reach, safely remain always afloat and safely depart without any incidence at
all stages of tide. Time for shifting berths and anchorages at Loading Port shall be onr Seller
account.
h) Seller undertakes that he will load and trim the cargo in accordance with the IMSBC code
(International Maritime Solid Bulk Cargoes Code) in force and shall provide required
certificate to Master of Buyer’s Vessel before commencement of loading. All time lost in this
respect shall be on Seller’s account and would be calculated as per Demurrage rate agreed
between the owners and charterers of Buyer’s Vessel.
BUYER SELLLER / BENEFICIARY
VENUS ACADEMY PT. TRI MEGAH KREASI

Name : Manish Tayal Name : Heri Paryanto

Designation : CEO Designation : Director

BUYER SELLER LC BENEFICIARY Page 22 of 21

 PREADVIS, LC AT SIGHT

27 : Sequence of Total
1/1

40B:Form of Documentary Credit

IRREVOCABLE .

20 :Sender's
Reference DRAFT
FOR REVIEW .

21 :Documentary
Credit Number
DRAFT FOR REVIEW .

31C:Date of Issue
DD.MM.2021 .

40E:Applicable Rules
UCP LATEST VERSION .

31D:Date and Place of Expiry

DD.MM.2021 INDONESIA .

52D:Issuing Bank – Name AND Address

ICICI BANK LIMITED
MAURYA ESTATE,NEW LINK TOAD,ANDHERI WEST,MUMBAI-400053,INDIA .

50 : Applicant
VENUS ACADEMY
12/505 INDRADARSAN,LOKHANDWALA ANDHERI (W)
MUMBAI-400053 INDIA .

59 : Beneficiary
PT.TRI MEGAH KREASI
Taman Sari Mutiara 88 Balikpapan , East Kalimantan - INDONESIA .

32B:Currency Code, Amount Currency:

USD (US DOLLARS) Amount: 2,530,000.00 .

39B:Maximum Credit Amount

NOT EXCEEDING .

41D:Available With……By……Name AND Addr

ANY BANK IN INDONESIA

BY NEGOTIATION .
42C:Drafts at
AT SIGHT 100% OF INVOICE VALUE .

42D:Drawee
VENUS ACADEMY
ICICI BANK LIMITED,MAURYA ESTATE,NEW LINK ROAD, ANDHERI WEST,
MUMBAI-400053,INDIA .

43P:Partial Shipments
NOT ALLOWED .

43T:Transhipment
NOT ALLOWED .

44A:Place of Taking in Charge/Dispatch from .../ Place of Receipt

BENEFICIARY’S NOMINATED WAREHOUSE IN KALIMANTAN .
44B:Place of Final Destination/For Transportation to.../ Place of Delivery
APPLICANT’T NOMINATED WAREHOUSE IN KALIMANTAN .

44C:Latest Date of Shipment

DD.MM.2021 .

45A:Description of Goods
CONTRACT NO: 01/TMK-VENUS/II/2021, DATE: ……, FEBRUARY, 2021 STEAM
COAL,QUANTITY : 55,000 METRIC TONS (+/-10PCT), PRICE TERM: FOBMV
USD 46.00 AMOUNT : 2,530,000.00.

SPECIFICATIONS OF COAL:
PARAMETER BASIS GUARANTEE REJECTION
Total Moisture (ARB) 34%
Inherent Moisture (ADB) 15% approx
Ash Content (ADB) 8% Above 12%
Volatile Matter (ADB) 42% approx
Fixed Carbon (ADB) By Difference
Total Sulfur (ADB) 0.8 max Above 1.0%
HGI Index Point 47 approx
Gross Calorific Value (ARB) 4200 Kcal/kg Below 4000 Kcal/kg
Size 0-50mm 90 % min NA
.
46A:Documents Required
1. SIGNED ORIGINAL COMMERCIAL INVOICE IN TRIPLICATE FOR THE ENTIRE QUANTITY WITH
PRICE ADJUSTMENTS BASED ON THE LOAD PORT CERTIFICATES OF SAMPLING AND
ANALYSIS AND CERTIFICATE OF WEIGHT ISSUED BY AN APPOINTED INDEPENDENT
SURVEYOR.
2. FULL SET (3/3) OF ORIGINAL CLEAN ON-BOARD OCEAN BILLS OF LADING, MADE OUT TO
ORDER AND BLANK ENDORSED, MARKED "FREIGHT PAYABLE AS PER CHARTER PARTY" AND
NOTIFY THE APPLICANT.
3. ONE (1) ORIGINAL AND TWO (2) COPIES EACH OF CERTIFICATE OF ORIGIN (FORM E)
ISSUED BY THE GOVERNMENT AUTHORITY IN INDONESIA.
4. ONE (1) ORIGINAL AND THREE (3) COPIES EACH OF CERTIFICATE OF SAMPLING AND
ANALYSIS ISSUED BY AN APPOINTED INDEPENDENT SURVEYOR AT THE PORT OF LOADING
5. ONE (1) ORIGINAL AND THREE (3) COPIES OF CERTIFICATE OF WEIGHT BY DRAFT
SURVEY ISSUED BY AN APPOINTED INDEPENDENT SURVEYOR AT THE PORT OF LOADING
6. ONE (1) ORIGINAL AND THREE (3) COPIES EACH OF CERTIFICATE OF DRAFT SURVEY
ISSUED BY AN APPOINTED INDEPENDENT SURVEYOR AT THE PORT OF LOADING.
7. ONE ORIGINAL AND THREE (3) COPIES OF CERTIFICATE OF ANALYSIS ON TRACE
ELEMENTS, ISSUED BY AN APPOINTED INDEPENDENT SURVEYOR AT THE PORT OF LOADING.
.
47A:Additional Conditions
1. ANY ALTERATIONS/ADDITIONS IN DOCUMENTS MUST BE DULY AUTHENTICATED BY THE
RESPECTIVE ISSUING AUTHORITIES.
2. ALL DOCUMENTS MUST BE ISSUED IN ENGLISH LANGUAGE DATED AND SIGNED.
3. CHARTER PARTY BILL OF LADING IS ACCEPTABLE.
4. THIRD PARTY DOCUMENTS ACCEPTABLE EXCEPT INVOICE AND DRAFT.
5. A MISSPELLING OR TYPING ERROR THAT DOES NOT AFFECT THE MEANING OF A WORD OR
THE SENTENCE IN WHICH IT OCCURS DOES NOT MAKE A DOCUMENT DISCREPANT.
6. ARB EQUALS AS RECEIVED BASIS EQUALS AS RECEIVED
ADB EQUALS AIR DRIED BASIS OR AIR DRIED GCV EQUALS GROSS CALORIFIC VALUE
MT EQUALS MTS EQUALS TNE EQUALS METRIC TON EQUALS M.T
THE WORD PERCENT EQUALS PCT OR PERCENT SYMBOL
GAR EQUALS GROSS CALORIFIC VALUE (ARB) EQUALS GCV (ARB)
TM EQUALS TOTAL MOISTURE
ASH EQUALS ASH CONTENT
TOTAL SULPHUR EQUALS TOTAL SULFUR EQUALS SULPHUR
7. OVERDRAWN OR UNDERDRAWN DUE TO PRICE AND QUANTITY ADJUSTMENT ACCEPTABLE.
8. PLUS MINUS 10 PCT TOLERANCE ON QUANTITY AND AMOUNT IS ALLOWED.
9. BILL OF LADING SHOWING CHARTER PARTY DATE WHICH MAY BE PRIOR TO THE DATE OF
LC AND/OR DIFFERENT FROM BILL OF LADING DATE IS ACCEPTABLE.
10. BILL OF LADING AND OTHER DOCUMENTS REQUIRED AS STIPULATED IN 46A SHOWING
NOTIFY PARTY AND/OR CONSIGNEE NOT AS PER APPLICANT NAME AND ADDRESS IS
ACCEPTABLE
 11. INSURANCE WILL BE COVERED BY ULTIMATE BUYER.
12. TT REIMBURSEMENT NOT ALLOWED.
13. UNLESS OTHERWISE STIPULATED IN THE CREDIT, ALL DOCUMENTS EXCEPT DRAFT,
COMMERCIAL INVOICE AND BENEFICIARY CERTIFICATE MUST NOT INDICATE CONTRACT
NUMBER AND DATE, INVOICE NUMBER AND DATE, VALUE OF GOODS, UNIT PRICE, TRADE
TERM, THIS L/C NUMBER AND DATE, NAME OF ISSUING BANK, BENEFICIARY,
APPLICANT
AND OTHER BANK'S STAMP, ALL BANK'S NAME AND THEIR REFERENCE NUMBER
INCLUDING ISSUING BANK, NEGOTIATING BANK AND ADVISING BANK.

14. DOCUMENTS BEARING A DATE PRIOR TO THE ISSUING OF CREDIT ARE ACCEPTABLE. 15
LATE PRESENTATION OF DOCUMENTS ARE NOT ALLOWED.
16. DOCUMENTS WITH DISCREPANCIES IF ACCEPTED, A DISCREPANCY FEE OF USD XX.XX
WILL BE CHARGED AND DEDUCTED FROM PROCEEDS WHILE EFFECTING REMITTANCE.
17. ACTUAL ANALYSIS RESULTS ARE ACCEPTABLE IF DIFFERENT FROM TYPICAL
SPECIFICATIONS BUT WITHIN THE CONFINES OF REJECTION LIMITS.
.
71B:Charges
ALL BANKING CHARGES OUTSIDE THE LC ISSUER’S COUNTRY ARE ON BENEFICIARY’S ACCOUNT
EXCEPT ISSUING BANK’S LC OPENING COMMISSION.
.
49: Confirmation Instructions
WITHOUT CONFIRMATION .
48: Period for Presentation
DOCUMENTS TO BE PRESENTED WITHIN 15 DAYS OF ISSUANCE OF THE TRANSPORT DOCUMENT(S)
BUT WITHIN THE VALIDITY OF CREDIT.
.
78: Instr to Payg/Accptg/Negotg Bank
1. NEGOTIATION BY PRESENTING BANK TO FORWARD ONE FULL SET OF DOCUMENTS TO THE
ISSUING BANK BY COURIER, AT BENEFICIARY'S EXPENSE, UNDER SWIFT ADVICE TO:
……………………………………………………………………
2. THE ISSUING BANK WILL ACCEPT THE DOCUMENTS AND EFFECT PAYMENT UNDER THIS
CREDIT TO THE BENEFICIARY'S BANK IN ACCORDANCE WITH THEIR INSTRUCTION UPON
RECEIPT OF THE DOCUMENTS REQUIRED FULLY COMPLYING WITH LC AND TERMS AND
CONDITIONS GOVERNING SUCH ISSUANCE.
.
57A:Advise through’ Bank - NameANDAddr …………………………
……………………………………………………………………………………….