AGREEMENT

FOR SALES & PURCHASE OF COAL

GAR XXXX FOB MOTHER VESSEL

BETWEEN:

PT PARASETIA ADADEN SINERGI

WITH

XXXXXX

CONTRACT REFERENCE

No:SPASC001/PAS-XXX/V/2023

Date: MAY XXth, 2023

INITIAL BUYER INITIAL SELLER

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TABLE OF CONTENTS
1. Definition
2. Terms of Agreement
3. Commodity, Quantity, Shipment Schedule
4. Specification
5. Price
6. Price adjustment based on Quality and Weight
7. Weight & Quality Determination
8. Nomination of Vessel and Laycan
9. Shipping Terms
10. Stevedore Damage
11. Payment Terms
12. Taxies And Duties
13. Lay time Calculation
14. Termination
15. Title & Risk of Loss
16. Risk Purchase
17. Compensation
18. Insurance
19. Force Majeure
20. Notices
21. Arbitration
22. Amendments
23. Governing Law
24. Assignment
25. Confidentiality
26. Entire Agreement
27. Validity
28. Signatures

INITIAL BUYER INITIAL SELLER

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CONTRACT FOR SALE & PURCHASE OF INDONESIAN STEAM COAL IN BULK DATED
………………. , 2023.

Between:

PT PARASETIA ADADEN SINERGI a company incorporated under the laws of Republic of Indonesia,
having its registered office address at Jl. A. Yani KM 6 No. 14A Banjarmasin – South Kalimantan -
Indonesia (Hereinafter referred to as “SELLER / BENEFICIARY”)

With :

. . . . . . . . . . . . . . . . . . . . . . , a company incorporated under the laws of . . . . . . . . . . . . ., having its registered

office address at xxxxxxxxxxxxxxxxxxx(hereinafter referred to as “BUYER”).

By this agreement, both parties to this contract confirm to conduct a annual Sale and Purchase whereas the
Seller agrees to sell coal which is now ready for shipment and the Buyer agrees to buy the above coal with
details as specified below as per mentioned terms and conditions:

SELLER /CO SELLER:

COMPANY : PT PARASETIA ADADEN SINERGI
ADDRESS : Jl. A. Yani KM 6 No. 14A,
Banjarmasin - Indonesia
PHONE : -
MOBILE : -
E-MAIL : -
NAME OF BANK : PT BANK NEGARA INDONESIA (Persero) TBK
BANK ADDRESS : Jl. JEND SUDIRMAN NO.10 JAKARTA – INDONESIA
ACCOUNT NAME : PT PARASETIA ADADEN SINERGI
ACCOUNT NO. : 8080251112
BIC /SWIFT CODE : BNINIDJAXXX
TELEPHONE NO. : +6221
BANK OFFICER NAME : RANDY RAMLY

BUYER:

COMPANY :
ADDRESS :
TELEPHONE :
CONTACT PERSON :
MOBILE :
E-MAIL :
NAME OF BANK :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NO. :
BIC /SWIFT CODE :
TELEPHONE NO. :
BANK OFFICER NAME :
Email :
SWIFT BY :

INITIAL BUYER INITIAL SELLER

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1. DEFINITION

In this Agreement, unless the context otherwise requires, the following terms shall respectively have the
following meaning:

1.1. A fraction of a tone (s) in any calculation shall be rounded up to the nearest tone (s) if such fraction
is 0.5 Ton or more, and shall be rounded down when otherwise.
1.2. ”Dollars”, “US Dollars”, “US$”, “$” “Cents” where used shall refer to the currency of the Republic
Of Indonesia.
1.3. A fraction of a cent in any calculation shall be rounded up to the nearest cent if such fraction is one
half of a cent or more, and shall be rounded down when otherwise.
1.4. “ADB” means air dried basis
1.5. “ARB” means as received basis
1.6. “ASTM” means the American Society for Testing and Materials.
1.7. “ISO” means International Organization for Standardization
1.8. “Bill of Lading”, “BL” or “B/L” means receipt given by the Mother Vessel for the coal shipment
and is a document of title.
1.9. “ETA” means expected time & date of arrival.
1.10. “FOB” means delivery Free on Board in accordance with Incoterms 2010. The price of the coal
free of all other charges on board the Mother Vessel by loading spout into Mother Vessel holds.
1.11. “Kcal/Kg” means Kilocalories of energy per kilogram of coal.
1.12. “Port of Loading” means the port at which the coal is to be loaded to mother vessel at Anchorage /
Port, East / South Kalimantan, Indonesia.
1.13. “Pratique” means permission to do business at a port by a ship that has complied with all applicable
local health regulations.
1.14. “Statement of Facts” means a statement prepared by the ships agent at the port of loading which
shows the date and time of arrival of the Mother Vessel and the commencement and completion of
loading. It details the quantity of cargo loaded each day, the hours worked and the hours stopped
with the reasons of stoppages.
1.15. “Working day” means a day upon which business is regularly transacted and unless expressly
stated, the term “day” shall be deemed to mean “calendar day”.
1.16. “Party” or “Parties” means Seller or Buyer or LC BENEFICIARY or all.
1.17. “CP” means Charter Party.

2. TERMS OF AGREEMENT

2.1. The parties hereby agree that the term of this agreement shall commence from the date of signing
of this Agreement until all payment agreed completely settled by Buyer to Seller including bonus
or penalty and or vessel dispatch, whichever comes earlier.
2.2. Buyer shall purchase the coal from Seller on FOB MV up to Discharge Port basis (Incoterms
2010).

3. COMMODITY, QUANTITY, SHIPMENT SCHEDULE

 Commodity : GAR XXXX Indonesia Steam Coal (Non-Coking) in Bulk

 Coal Mining :-
 Loading Port : South / East Borneo,Indonesia
 Quantity : 100.000 MT Trial Shipment
 Laycan of shipments : May, 2023

INITIAL BUYER INITIAL SELLER

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4. COAL SPECIFICATIONS
AS PER ASTM STANDARDS, ON ARB, UNLESS OTHERWISE SPECIFIED:
TYPICAL GUARANTEED
REJECTION
SPECIFICATION SPECIFICATION
GROSS CALORIFIC VALUE (ARB) XXXX KCAL/KG BELOW XXXX KCAL/KG

TOTAL MOISTURE ARB 14–16% > 18%

INHERENTMOISTURE(ADB) 7% >10 %

ASH CONTENT (ADB) 8%. >10 %

VOLATILEMATTER(ADB) 40%-45%APPROX. NO REJECTION

FIXEDCARBON (ADB) BY DIFFERENCE NO REJECTION

TOTAL SULPHUR (ADB) < 1.0% >1%

HGI 40 – 50 APPROX. NO REJECTION

SIZE 0-50MM / 50MM + 90% / 10% NO REJECTION

The Buyer Is Entitled To Reject A Shipment Of Coal Made Under The Contract If The Specifications, As
Determined In Independent Surveyor Material Analysis Certificate Of Sampling (Coa), Exceeds The
Rejection Limits Specified Under This Clause.

5. PRICE
THE BUYER’S BUYING PRICE FROM THE SELLER IS CURRENT ICI PRICE PER MT ON FOB
BASIS ONTO GCV (ARB) OF 0000 KCAL/KG FOB MV

6. PRICE ADJUSTMENT BASED ON QUALITY AND WEIGHT

The buyer is entitled to a price adjustment based on coa and the certificate of weight (cow) issued by
independent surveyor at the loading port. In determining the adjustment of the price, the following
formula shall be applicable:

6.1. NCV (ARB) BONUS/PENALTY:

If the actual NCV (arb) supplied goes above or falls below 4500 kcal/kg but does not fall below 4400
kcal/kg, or if the actual ncv (arb) falls below 4500 kcal/kg, which the buyer has the rights to reject
the supplied cargo, and the buyer declares to accept such shipment, then the actual price payable
shall be derived as per the following formula:
ADJUSTED FOBT PRICE= ACTUAL GCV (ARB) X BASE FOBT PRICE
CONTRACTED GCV (ARB)

If The Actual GCV (Arb) As Per The Coa Provided By The Independent Surveyor At Loading Port
Is Higher Than 0000 Kcal/Kg, For Purposes Of Calculating Actual Price Payable By The Above
Formula Would Be The Actual GCV (Arb) As Per Coa Provided.

6.2. OTHER PARAMETERS’ BONUS/PENALTY:

NO OTHER BONUS/PENALTY ON ANY OTHER PARAMETER TO APPLY. BUT
REJECTION POINT STAYS INTACT ALTHROUGH THE CONTRACTUAL BINDING.

INITIAL BUYER INITIAL SELLER

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7. WEIGHT AND QUALITY DETERMINATION
7.1. WEIGHT:
The Cargo Weight Of Each Shipment Shall Be Calculated To The Nearest Mt Using Draft Surveys
And Shall Be Determined At The Loading Port. The Draft Surveys Shall Be Conducted By The
Independent Surveyor To Be Appointed By The Seller And For The Seller’s Account. The
Independent Surveyor Shall Provide The Corresponding Cow For Each Shipment At Loading Port.
The Weight So Determined In The Cow Shall Be Final And Binding Upon The Seller And The
Buyer For Invoicing Purpose And Settlement Of Payment Of Each Shipment Under The Contract,
And Shall Form The Basis Of Final Settlement Unless Adjustment Is Required In Accordance With
Clause 6 Hereof; And The Costs Of Draft Surveys At The Loading Port Shall Be For The Seller’s
Account.

7.2. Coal Quality:

The Sampling And Analysis Of The Coal Shipments Shall Be Conducted At The Loading Port By
The Independent Surveyor Whilst The Coal Shipment Is Being Loaded Onto The Nominated Mv At
The Loading Port. The Independent Surveyor Shall Provide The Corresponding Coa For The Entire
Cargo Loaded On The Nominated Mv At Loading Port. The Results Of The Sampling And Analysis
By The Independent

Surveyor As Stated In The Coa Shall Be Final And Binding Upon The Seller And The Buyer For
Invoicing Purpose And Settlement Of Payment Of Each Shipment Under This Contract And Shall
Form The Basis Of Final Settlement Unless Adjustment Is Required In Accordance With Clause 6
Hereof;
The Sample Shall Be Extracted And Analyzed In Accordance With Astm Standards. Furthermore
There Shall Be A Sealed Sample Batch Of 05 Kg’s, Derived By Parties From The Sample Lot Taken
By The Main Surveyor At The Sampling Point During Analysis On Mv At Loading Port And To Be
Kept To Analyse Further In Matter Of Dispute Reconcilation On The Later Stage (If Need Be)

8. Nomination Of Vessel And Laycan

8.1. The Buyer Shall Nominate A Mv To The First Date Of The Assigned Laycan As Determined Under
This Clause. If The Seller Does Not Receive Intimation Of The Nomination Of The Mv From The
Buyer Within The Period Set Forth Under This Clause, Seller May, At Its Option And Without
Prejudice To Its Rights And Remedies, Elect To Cancel The Contract Or Renegotiate Any Of The
Terms And Conditions. The Buyer Will Reply Within 1 Day Indicating Its Nominated Mv, And The
Seller Shall Not Unreasonably Withhold Its Acceptance Of The Nominated Mv. If No Reply From
Seller Received Within 1 Day Of The Nomination Then The Nominated Mv Will Be Deemed
Accepted.
8.2. Upon Nomination Of The Mv And The Seller Acceptance Of The Said Nomination, The Seller Is
Entitled To Reject Any Substitute Mv Unless The Nomination Of The Substitute Mv Is Forwarded
By The Seller At Least 7 Days Before The Eta Of The Mv At The Loading Port. The Substitute Mv
Must Have The Same Specification And Observe The Required Eta Notice;
8.3. Mv To Be Classed Highest Lloyds Or Abs Or Equivalent And Ism Certified With Maximum 15
Years Of Age Unless Otherwise Agreed. Mv With More Than 15 Years Of Age To Be Mutually
Agreed On A Case By Case Basis And Committed Loading Rate Shall Be Adjusted. The Mv Shall
Be Equipped With 4 Sets Of Crane System With Minimum Capacity 25 Mt And Fitted 4 Sets Of
Grabs Each With Minimum Capacity Of 12 Cbm To Achieve The Loading Rate As Stated In The
Clause 9.1. The Buyer Shall Be Responsible For Procuring And Making Available Grabs In Case
Assigned Vessel Is Without Grabs On Board. Mv To Tender Nor Only Once Grabs Are On Board;
8.4. The Seller May Appoint Agents Nominated By Buyer At Unloading Port Or May Appoint Agents Of
Their Own Choice At The Unloading Port Whose Full Style Shall Be Forwarded To Buyer, If
Required For Charter Party Agreement. The Buyer Or The Appointed Agents Shall Tender Notice
Of Arrival (Eta Notices) Originating Directly From Mv Master 7 Days Approx. And 5, 3, 2, And 1
Day(S)
Definite Eta Notices Prior To Mv Arrival To The Unloading Port To the Buyer.
INITIAL BUYER INITIAL SELLER

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8.5. Should The Eta Notice Given By The Mv Master Deviates By More Than 3 Days From The
Nominated Eta Of Final Performing Mv, Where Based On That Buyer Has Fixed And Secured Slots,
And Mv Unloading Schedule, All Cost Incurred Caused By Mv Delay Shall Be On Buyers Account,
At A Rate Of USD 2,500 Per Day Per Barge Or As Per The Rates Finalized To Unload;
8.6. The Buyer Shall Not Be Liable For Demurrage/Earn Dispatch Unless The Seller Has Duly Informed
The Buyer In Writing The Demurrage And Dispatch Rates At The Time Of The Mv’s Nomination;

THE LAYCAN UNDER THE CONTRACT WILL BE ON ……………., 2023

9. SHIPPING TERMS
9.1. AS PER THE CHARTER PARTY TERMS
BUYER OBLIGATION

9.2. DETENTION:
In The Event The Mv Is Prevented From Or Delayed In Berthing Or Sailing At/From The Loading
Port As A Result Of The Seller’s/Buyer’s Failure To Complete All Formalities And Process Necessary
Documentation/Payment And The Buyer/Seller Has Provided Necessary Payment/Loading Schedule
Before Shipment, The Seller/Buyer Shall Only Be Liable For Demurrage/Detention Damages And
Costs Incurred (As Per The Rates Advised To The Seller/Buyer Under Clause 8.4 Of The Contract
Arising Out Of The Period Which The Mv Is Detained.

9.3. Dead Freight:

The Buyer Shall Ensure That The Owner/Master/Agents Of The Mv Declare To The Seller The
Stowage Plan In Writing At Least 7 Days Prior To The Arrival Of The Mv At The Loading And
Thereby Unloading Port And In Case Of Substituted Mv, The Stowage Plan To Be Provided 3 Days
Prior To The Eta Of The Mv. Once The Stowage Plan Is Declared To The Seller, The Seller Shall
Load Coal As Per The Quantity Declared In The Stowage Plan. Sellerto Load The Mv, As Per
Stowage Plan, Provided By The Mv’s Master & Load Accordingly. In Case, If Mv Master Refuses To
Load As Per The Stowage Plan To Maintain Stability And Seaworthiness Of The Ship, Then Seller
Shall Be Liable Only For The Balance Quantity As Per The Stowage Plan Multiplied By The Freight
Rate Of The Mv. And If The Seller Fails To Load The Cargo As Per The Declared And Accepted
Stowage Plan, Then Seller Will Be Liable To Pay Dead Freight, Which Shall Be Calculated By
Multiplying (Quantity As Per Stowage Plan -Actual Quantity Loaded) X Freight Rate.

10. STEVEDORE DAMAGES

The Stevedores At The Unloading Port Are To Be Appointed By The Buyer, At Their Risk And
Expense. Unloading Is To Be Done Under Supervision Of Master. Master Can Stop Loading, If In His
Opinion It Is Found Unsafe And May Cause Damage To The Mv
Laytime Shall Continue Due To This Stoppage Of Work Until Stevedores Rectify Condition For Safe
Loading;
And
Should Master Suspect Any Damage Caused To Mv By Barges And/Or Due To Stevedores, Master
To Immediately Notify In Writing To Stevedores/Buyer/Buyer’s Agent By Fax/Cable Or Telex Within
24 Hours Of Its Occurrence. The Seller Or Their Agents Have The Right To Inspect Any Reported
Damage With Their Own Surveyor. Master Has The Right To Report The Hidden Damage Upon
Discovery Whether At Sea Or At The Loading Port. The Stevedores Is Solely Responsible For Such
Damage And Same To Be Repaired At Stevedores Time And Cost Prior To Mv Sailing From The
Loading Port Except For Hidden Damages Which Are To Be Repaired At Stevedores Cost And Time
At A Place And Time Requested By The Buyer. In Case Of No Settlement Arrives Between Mv
Master And Stevedores Then, The Buyer Shall Be Fully Responsible For The Stevedores Damages As
The Stevedores Are Appointed By The Buyer And All Time Lost Due To Stevedores Damage Will Be
On The Buyer’s Account.

11. PAYMENT TERMS

INITIAL BUYER INITIAL SELLER

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11.1. THE BUYER SHALL ESTABLISH THROUGH A BANK ACCEPTABLE TO THE SELLER NOT
LATER THAN 3 (THREE) BANK-WORKING DAYS AFTER THE CONTRACT IS SIGNED OR
DRAFT FOR LETTER OF CREDIT (L/C) IS FINALIZED WHICH EVER IS LATER, AN
IRREVOCABLE, TRANSFERABLE 30 DAYS AT SIGHT LC PAY ABLE FOR 100% OF
INVOICE VALUE INCLUDING A PLUS/MINUS 10% LOADING TOLERANCE, OPENED
BY BANK OF . . . . ., IN FAVOUR OF THE SELLER. SUCH SHALL BE IN UNITED STATES
CURRENCY ADEQUATE TO REIMBURSE THE SELLER FOR COVERED 100%;
11.2. THE L/C SHALL BE ADVISED TO THE SELLER LATEST BY 3 (THREE) WORKING DAYS
AFTER THE CONTRACT IS SIGNED OR THE L/C IS APPROVED BY THE SELLER’S BANK
WITH SIGN AND STAMP, WHICHEVER IS LATER. IN THE EVENT THAT THE L/C IS NOT
ADVISED ON SAID DATE MV SHALL NOT COMMENCE LOADING AND ALL COSTS ARISE
FROM THIS EVENT SHALL BE BORNE BY THE BUYER;
11.3. ALL CHARGES OUTSIDE THE LC IRREVOCABLE TRANSFERABLE AND 100% LC
ATSIGHT FULL ACCEPTANCE L/C ISSUING BANK TO BE AT SELLER’S ACCOUNT;
11.4. THE BUYER SHALL ENSURE THAT THE L/C IS PAYABLE TO THE SELLER BANK ON
PRESENTATION OF FOLLOWING DOCUMENTS TO BUYER’S BANK :

 1 ORIGINAL + 3 COPIES OF SELLER’S SIGNED COMMERCIAL INVOICES WITH

DETAILED CALCULATIONS;
 1 ORIGINALS + 3 COPIES OF NON-NEGOTIABLE “CLEAN ON BOARD” B/L, MARKED
“FREIGHT PAYABLE AS PER CPA”, MADE OUT “TO ORDER”, BLANK
 ENDORSED, NOTIFYING APPLICANT WITH FULL ADDRESS, AND SHOWING GROSS
WEIGHT;
 1 ORIGINAL + 3 COPIES OF COW ISSUED BY INDEPENDENT SURVEYOR;
 1 ORIGINAL + 3 COPIES OF FORM A1 ISSUED BY COMPETENT AND RELEVANT
AUTHORITY IN INDONESIA;
 1 ORIGINAL + 3 COPIES OF COA ISSUED BY INDEPENDENT SURVEYOR IN
ACCORDANCE WITH ASTM STANDARDS INDICATING THE GCV/GAR 5000KCAL/Kg
RESULT. THIS CERTIFICATE WILL ALSO SHOW THE OTHER PARAMETERS AS PER
CLAUSE 4; AND
 1 ORIGINAL + 3 COPIES OF CERTIFICATE OF DRAFT SURVEY ISSUED BY
INDEPENDENT SURVEYOR. THE SELLER SHALL EMAIL / FAX COPIES OF ONE SET
OF NON-NEGOTIABLE DOCUMENTS TO THE BUYER WITHIN 5 WORKING DAYS
AFTER THE DATE OF SHIPMENT.

11.5. L/C MUST STATE THESE ADDITIONAL INSTRUCTIONS:

 THE L/C IS TRANSFERABLE; CHARTER PARTY BILL OF LADING IS ACCEPTABLE;
 ONLY MINER SHIPPING DOCUMENTS ARE ACCEPTABLE;
 TOLERANCE IN VALUE AND QUANTITY UP TO 10% PLUS OR MINUS IS ALLOWED;
 MINOR SPELLING MISTAKES OR TYPOGRAPHICAL ERRORS ON DOCUMENTS
WHICH DO NOT ALTER THE ACTUAL MEANING OF WORDING OR SENTENCES OR
NAME OF THE PARTIES WILL NOT BE CONSIDERED AS DISCREPANCIES; AND
 INVOICE VALUE MAY OVER/UNDER DRAW THE L/C VALUE INCLUDING THE
TOLERANCE BASIS THE PREMIUM/PENALTY CLAUSE NOT MORE THEN THE
TOLERANCE ALLOWED UNDER THE L/C.

12. TAXES AND DUTIES

ALL IMPORT TAXES, DUTIES, LEVIES, DUES ETC. ON THE COAL FROM THE MV IF ANY AT
THE DISCHARGE PORT OR COUNTRY OF DESTINATION SHALL BE ON THE BUYER'S
ACCOUNT. ALL EXPORT TAXES, DUTIES, LEVIES, DUES ETC. ON THE COAL FROM THE MV IF
ANY AT THE LOADING PORT OR COUNTRY OF ORIGIN SHALL BE ON THE SELLER'S
ACCOUNT

INITIAL BUYER INITIAL SELLER

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13. LAYTIME CALCULATION
LAYTIME CALCULATION WILL BE MADE BY THE SELLER BASED ON STATEMENT OF FACTS
(SOF) ISSUED BY THE NOMINATED AGENTS IN THE LOADING PORT AND TO BE CONFIRMED
AND ACCEPTED BY THE BUYER WITHIN 3 DAYS OF THE MV SAILING LOADING PORT.
LAYTIME TO CEASE UPON COMPLETION OF LOADING AND 48 HOURS FREE TIME WILL BE
ALLOWED FOR EXPORT DOCUMENTATION FROM OWNERS TO SHIPPER’S AND IF THE
EXPORT DOCUMENTS NOT PROVIDED WITHIN THE GIVEN FREE TIME TO AGENTS THEN
AFTER THE EXPIRY OF 48 HOURS. ALL DELAYS AND TIME WILL BE COUNTED AS LAYTIME
AND WILL BE ON SELLER’S ACCOUNT; AND
THE RESULT OF SUCH CALCULATION IS TO BE AGREED BY BOTH PARTIES. THE
DEMURRAGE / DESPATCH / DETENTION ETC, NEEDS TO BE SETTLED WITHIN 30 DAYS BY
BOTH PARTIES AND OUTSIDE THE SHIPMENT

14. TERMINATION
WITHOUT PREJUDICE TO ANY CLAUSE IN THE CONTRACT, EITHER PARTY SHALL NOT
TERMINATE THE CONTRACT UNLESS IT (“THE INNOCENT PARTY”) HAS SENT A NOTICE OF
DEFAULT TO THE DEFAULTING PARTY SETTING OUT THE ACT(S) OF DEFAULT UNDER THE
CONTRACT AND A DEMAND THAT THE DEFAULTING PARTY RECTIFY THE ACT(S) OF
DEFAULT WITHIN 5 DAYS FROM THE DATE OF THE NOTICE OF DEFAULT;

IN THE EVENT THAT THE DEFAULTING PARTY DOES NOT RECTIFY THE ACT(S) OF DEFAULT
WITHIN THE STIPULATED DEADLINE, THE INNOCENT PARTY MAY ELECT TO TERMINATE
THE CONTRACT BY ISSUING A NOTICE O

IN THE EVENT THAT THE INNOCENT PARTY TERMINATES THE CONTRACT IN WHOLE OR IN
PART, PURSUANT TO ABOVE, THE OTHER PARTY MAY PROCURE/SALE, UPON SUCH TERMS
AND IN SUCH MANNER AS IT DEEMS APPROPRIATE, GOODS SIMILAR TO THOSE
UNDELIVERED/NOT LIFTED, AND THE DEFAULTING PARTY SHALL BE LIABLE TO THE
OTHER FOR ANY EXCESS COSTS INCURRED FOR SUCH SIMILAR GOODS. HOWEVER, BOTH
PARTIES SHALL CONTINUE PERFORMANCE OF THE CONTRACT TO THE EXTENT THE
CONTRACT IS NOT TERMINATED; AND

PRIOR TO THE TIME OF THE PERFORMANCE OF THE CONTRACT, THE INNOCENT PARTY
MAY ELECT TO TERMINATE THE CONTRACT, BY ISSUING A NOTICE OF TERMINATION TO
THE DEFAULTING PARTY, IF THE DEFAULTING PARTY EVINCES AN INTENTION, BY ITS
WORD OR CONDUCT, TO REPUDIATE ITS OBLIGATIONS UNDER THE CONTRACT.

15. TITLE AND RISK

TITLE AND RISK OF LOSS OR DAMAGE TO THE GOODS SHALL PASS FROM SELLER TO
BUYER PROGRESSIVELY AS THE GOODS PASS THE SHIP’S RAIL AT THE LOADING PORT;
AND
SHOULD THE BUYER EXERCISE ITS RIGHT TO REJECT THE COAL IN ACCORDANCE WITH
CLAUSE 4, THE RISK IN RESPECT OF SUCH COAL SHALL AUTOMATICALLY REVERT TO THE
SELLER AS IF RISK IN RESPECT OF SUCH COAL HAD NEVER PASSED TO THE BUYER.

16. RISK PURCHASE

IF THE SELLER FAILS TO ADHERE TO THE QUALITY NORMS, DELIVERY SCHEDULES AND
OTHER TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT FOR SUPPLY AND
PURCHASE OF COAL, BUYER SHALL HAVE THE LIBERTY TO PROCURE THE MATERIAL
FROM AN ALTERNATE SOURCE AT THE SELLER’S RISK AND COST, AND THE SELLER SHALL
BE LIABLE TO MAKE GOOD THE LOSS SUFFERED BY BUYER IN THIS REGARD.

INITIAL BUYER INITIAL SELLER

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17. COMPENSATION
IF SELLER FAILS TO PERFORM THE AGREED SHIPMENT AFTER THE LC IS ISSUED. SELLER
SHALL BE CHARGED AT COST 1% OF LC VALUE AS COMPENSATION FOR NON-PERFORMING
SHIPMENT OR PAYMENT AND TO BE PAID WITHIN 25 BANK WORKING DAYS UPON
RECEIVING NOTICE FROM OTHER PARTY. THE ONLY EXCEPTION TIME IS WHEN FORCE
MAJEURE AS PER CLAUSE 19 HEREIN.

18. INSURANCE (IF DESIRED BY THE BUYER)

THE BUYER SHALL ARRANGE AND MAINTAIN FOR MARINE CARGO INSURANCE (“MARINE
CARGO INSURANCE”) FOR THE SHIPPED CARGO UNDER THIS AGREEMENT. THE SELLER
SHALL INFORM THE BUYER THE FINAL LOADED QUANTITY IMMEDIATELY UPON
COMPLETION OF LOADING TO ENABLE THE BUYER COVER THE MARINE CARGO
INSURANCE FOR THE SHIPPED CARGO.

19. FORCE MAJEURE

19.1 NEITHER PARTY TO THIS CONTRACT SHALL BE LIABLE FOR ANY DELAY IN
PERFORMING OR FAILURE TO PERFORM ITS OBLIGATIONS (EXCEPT FOR DELAY OR
FAILURE TO PAY MONEY WHEN DUE) IN THE EVENT OF CONTINGENCY BEYOND THE
CONTROL OF EITHER PARTY AND WITHOUT ITS FAULTS OR NEGLIGENCE, EVENTS OF
FORCE MAJEURE INCLUDING BUT NOT LIMITED TO WAR, BLOCKADE, RIVER BLOCKADE,
REVOLUTION, RIOT, INSURRECTION, CIVIL COMMOTION, STRIKE, LOCKOUT, EXPLOSION,
FIRE, FLOOD, STORM, TEMPEST, EARTHQUAKE, REGULATIONS OR ORDERS INCLUDING BUT
NOT LIMITED TO PROHIBITION OF EXPORT OR IMPORT AND/OR ANY OTHER CAUSE OR
CAUSES BEYOND REASONABLE CONTROL OF THE SELLER (AND/OR SELLER’S SUPPLIER) OR
THE BUYER (AND/OR BUYER’S RECEIVER) WHETHER OR NOT SIMILAR TO THE CAUSES
ENUMERATED ABOVE. FAILURE TO DELIVER OR TO ACCEPT DELIVERY IN WHOLE OR IN
PART BECAUSE OF THE OCCURRENCE OF AN EVENT OF FORCE MAJEURE SHALL NOT
CONSTITUTE A DEFAULT HEREUNDER OR SUBJECT EITHER PARTY TO LIABILITY FOR ANY
RESULTING LOSS OR DAMAGE;

19.2 UPON THE OCCURRENCE OF ANY EVENT OF FORCE MAJEURE, THE PARTY AFFECTED
BY THE EVENT OF FORCE MAJEURE SHALL WITHIN 72 HOURS OF THE OCCURRENCE
NOTIFY THE OTHER PARTY HERETO IN WRITING OF SUCH EVENT AND SHALL SPECIFY IN
REASONABLE DETAIL THE FACTS CONSTITUTING SUCH EVENT OF FORCE MAJEURE.
WHERE SUCH NOTICE IS NOT GIVEN WITHIN THE TIME REQUIRED, FORCE MAJEURE SHALL
NOT JUSTIFY THE NON-FULFILMENT OF ANY OBLIGATIONS UNDER THIS CONTRACT
(EVENT OF FORCE MAJEURE AND DURATION OF IT SHALL BE SUBSTANTIATED THROUGH
CERTIFICATION BY A GOVERNMENTAL BODY (E.G. MINISTRY OF COMMERCE/INDUSTRIES)
OR THE CHAMBER OF COMMERCE OF THE COUNTRY WHERE THE EVENT OF FORCE
MAJEURE HAS OCCURRED). BOTH PARTIES AGREE TO USE THEIR RESPECTIVE
REASONABLE EFFORTS TO CURE ANY EVENT OF FORCE MAJEURE TO THE EXTENT THAT IT
IS REASONABLY POSSIBLE TO DO SO, IT BEING UNDERSTOOD THAT THE SETTLEMENT OF
STRIKES, LOCKOUTS, AND ANY OTHER INDUSTRIAL DISPUTES SHALL BE WITHIN THE SOLE
DISCRETION OF THE PARTY ASSERTING FORCE MAJEURE;

19.3 IN THE EVENT THE FORCE MAJEURE CAUSED ONLY A PARTIAL REDUCTION IN THE
TOTAL QUANTITY OF MATERIAL THE SELLER IS OBLIGED TO DELIVER HEREUNDER, THE
SELLER SHALL ALLOCATE ITS AVAILABLE SUPPLIES OF SUCH MATERIAL, IF ANY, AMONG
ANY OR ALL OF ITS EXISTING CUSTOMERS IN A FAIR AND EQUITABLE MANNER. IN
ADDITION, WHERE THE SELLER IS THE AFFECTED PARTY, IT MAY (BUT SHALL NOT BE
REQUIRED TO) OFFER TO SUPPLY, FROM ANOTHER SOURCE, GOODS OF SIMILAR QUALITY
IN SUBSTITUTION FOR THE MATERIAL SUBJECT TO THE FORCE MAJEURE EVENT TO

INITIAL BUYER INITIAL SELLER

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SATISFY THAT AMOUNT WHICH WOULD HAVE OTHERWISE BEEN SOLD AND PURCHASED
HEREUNDER AT A PRICE WHICH MAY BE MORE OR LESS THAN THE PRICE HEREUNDER;

19.4 FAILURE TO DELIVER OR ACCEPT DELIVERY OF MATERIAL, WHICH IS EXCUSED BY OR

RESULTS FROM THE OPERATION OF AN EVENT OF FORCE MAJEURE SHALL EXTEND THE
TERM OF THIS CONTRACT AND THE QUANTITIES OF MATERIAL TO BE DELIVERED AND
ACCEPTED UNDER THIS CONTRACT SHALL BE REDUCED BY THE QUANTITIES AFFECTED
BY SUCH FAILURE. IF AN EVENT OF FORCE MAJEURE SHALL CONTINUE FOR MORE THAN 90
CALENDAR DAYS, THEN THE PARTY NOT HAVING DECLARED FORCE MAJEURE SHALL
HAVE THE RIGHT BY WRITTEN NOTICE TO TERMINATE THIS CONTRACT WITH IMMEDIATE
EFFECT; AND

19.5 FOR AN EVENT TO BE CONSIDERED FORCE MAJEURE THE EVENT NEEDS TO BE

DECLARED AS A FORCE MAJEURE EVENT BY A RELEVANT LOCAL GOVERNMENT
AUTHORITY AND WOULD NEEDED TO BE JUSTIFIED WITH DOCUMENTARY/PUBLIC DOMAIN
EVIDENCE.

20. NOTICE
ANY NOTICE REQUIRED OR PERMITTED BY THE CONTRACT SHALL BE IN WRITING AND IN
ENGLISH, AND MAY BE DELIVERED PERSONALLY OR MAY BE SENT BY TELEX, FACSIMILE,
OR PREPAID REGISTERED MAIL ADDRESSED TO THE PARTIES, GIVEN IN THE PREVIOUS
PAGE IN RETROSPECTION OF THE CONTRACT.

21. ARBITRATION
ANY DISPUTE, DIFFERENCE OR DISAGREEMENT BETWEEN THE PARTIES ARISING UNDER
OR IN RELATION TO THE 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 DAYS. SHOULD NO AGREEMENT BE REACHED,
THEN THE DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION IN SINGAPORE IN
ACCORDANCE WITH THE ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL
ARBITRATION CENTRE (SIAC RULES)
FOR THE TIME BEING IN FORCE, WHICH RULES ARE DEEMED TO BE INCORPORATED BY
REFERENCE IN THIS CLAUSE. THE TRIBUNAL SHALL CONSIST OF ONE ARBITRATOR. THE
LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH.

22. AMENDMENTS
ANY AMENDMENTS OF THE 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 THE CONTRACT. CONTRACT REFERENCE NUMBER IS ADJOINED BY
DEFAULT TO SUCH ADDENDUMS.

23. GOVERNING LAW

THE CONTRACT AND THE RIGHTS, PRIVILEGES, DUTIES AND OBLIGATIONS OF THE PARTIES
HEREIN UNDER SHALL BE CONSTRUED TO BE IN ACCORDANCE WITH INDONESIA LAW.

24. ASSIGNMENT
ALL BENEFITS AND LIABILITIES UNDER THE CONTRACT SHALL NOT BE BINDING UPON THE
SUCCESSORS AND ASSIGNEES OF THE SELLER AND THE BUYER, UNLESS THE CONTRACT

INITIAL BUYER INITIAL SELLER

………………………………………………… ……………………………………………………
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HAS BEEN ASSIGNED OR TRANSFERRED BY THE SELLER OR THE BUYER, IN WHOLE OR IN
PART, EITHER VOLUNTARILY OR BY OPERATION OF LAW, WITH THE WRITTEN CONSENT OF
THE OTHER PARTY BEING OBTAINED FIRST. CONSENT SHALL NOT BE UNREASONABLY
WITHHELD BY THE OTHER PARTY.

25. CONFIDENTIALITY
THE TERMS AND CONDITIONS (INCLUDING WITHOUT LIMITATION PRICE) SET FORTH IN
THE CONTRACT ARE CONSIDERED BY BOTH PARTIES TO BE CONFIDENTIAL. NEITHER
PARTY SHALL DISCLOSE SUCH INFORMATION TO ANY THIRD PARTY WITHOUT ADVANCE
WRITTEN CONSENT OF THE OTHER, EXCEPT WHERE SUCH DISCLOSURE IS REQUIRED BY
LAW.

26. ENTIRE AGREEMENT

THE CONTRACT CONSTITUTES THE ENTIRE AGREEMENT OF BOTH PARTIES RELATING TO
THE SUBJECT MATTER ADDRESSED IN THE CONTRACT. THE CONTRACT SUPERSEDES ALL
PRIOR COMMUNICATIONS, REPRESENTATIONS OR AGREEMENTS BETWEEN BOTH PARTIES
WITH RESPECT TO THE SUBJECT MATTER ADDRESSED IN THE CONTRACT, WHETHER ORAL
OR WRITTEN. FOR AVOIDANCE OF DOUBT, PARTIES SHALL NOT BE LIABLE FOR LOSSES OR
DAMAGES ARISING FROM ANY PRE-CONTRACTUAL REPRESENTATIONS, OTHER THAN
FRAUDULENT MISREPRESENTATIONS, THAT HAVE BEEN MADE.

27. VALIDITY
THIS AGREEMENT SHALL TAKE EFFECT AS ON ………….. th , 2023, AND SHALL BE EXPIRED
ON ……….. th , 2024 OR UNTIL THE SALE AND PURCHASE OF THE QUANTITY UNDER THIS
AGREEMENT HAS BEEN FULLY PERFORMED BY BOTH PARTIES OR UNTIL BOTH PARTIES
MUTUALLY AGREE TO TERMINATE THIS AGREEMENT, WHICHEVER IS EARLIER.

28. SIGNATURES
IN WITNESS WHEREOF, BOTH PARTIES HAVE SIGNED AND SEALED BELOW BY THEIR
LEGAL AND AUTHORIZED REPRESENTATIVES TO ACCEPT AND APPROVE ALL TERMS AND
CONDITIONS CONTAINED IN THE CONTRACT.

HENCE AND THEREFORE, WITNESSETH THAT;

THE PARTIES HERETO HAVE EXECUTED THESE PRESENTS IN DUPLICATE ON THIS DAY OF
MAY 2023 AND THE DULY AUTHORISED REPRESENTATIVES OF THE SELLER AND THE
BUYER HAVING SIGNED ON THIS DAY. EACH PARTY RETAINS ONE RESPECTIVE COPY
THEREOF.

SELLER BUYER
PT PARASETIA ADADEN SINERGI XXXXXXXXXXXXXX

……………………….. .........................
DIRECTOR DIRECTOR

INITIAL BUYER INITIAL SELLER

………………………………………………… ……………………………………………………
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 WITNESSES
SELLER SIDE BUYER SIDE

FULL NAME & ID FULL NAME & ID

INITIAL BUYER INITIAL SELLER

………………………………………………… ……………………………………………………
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