SALE AND PURCHASE AGREEMENT OF COAL

BETWEEN:

PT. Nusantara Energy Prima (“Seller”)

And

PT. XXX(“Buyer”)

Reference No. 299/NEP-XXX/I/18-INDO-CL

Dated [XXX]
 SALE AND PURCHASE AGREEMENT OF COAL
No. 299/NEP-XXX/I/18-INDO-CL

This sale and purchase agreement of coal No. 299/NEP-XXX/I/18-INDO-CL (the “Agreement”) is entered in this
[Dated] (the “Effective Date), by and between:

PT. Nusantara Energy Prima, a company duly established under the laws of Republic of Indonesia, having its office
address at Plaza Asia Building, Zone A, 7 th Floor, Jl. Jenderal Sudirman Kav 59, Senayan, Kebayoran Baru, South
Jakarta, Indonesia (hereinafter called “Seller”), which expression shall, unless excluded by or repugnant to the context,
be deemed to include its legal heirs, successors and permitted assigns;

and

PT. XXX, a company … incorporated under the laws of Singapore, having its office address at Jl. Otto Iskandardinata
Raya No.66 , Jakarta Timur , Indonesia (hereinafter referred as “Buyer”), which expression shall, unless excluded by
or repugnant to the context, be deemed to include its legal heirs, successors and permitted assigns.

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

RECITALS:
- WHEREAS, Seller agrees to sell steam coal of the specifications set out in this Agreement to Buyer and Buyer
agrees to buy steam coal from Seller under the terms and conditions of this Agreement.

In connection to the above, the Parties hereby agree, as follows:

1. DEFINITIONS

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

1) A fraction of a cent in any calculation shall be calculated to two (2) decimal places which 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.

2) A fraction of a tonne in any calculation shall be calculated to three (3) decimal places which shall be
rounded up to the nearest tonne if such fraction is one half of a tonne or more, and shall be rounded down
when otherwise.

3) “ADB” means Air Dried Basis.

4) “Applicant” means the one who is going to open the L/C.

5) “ARB” means As Received Basis.

6) “ASTM” means American Society of Testing Materials

7) “ATDN SHINC” means Any Time Day and Night Sunday Holiday Included.

8) “Beneficiary” means the one who is going to get benefited by L/C.

9) “Bill of Lading” or “B/L” means the bill of lading issued by the vessel master to the Seller in respect of
the stated amount of Coal in a particular shipment.

10) “Business Day(s)” means a day (other than Saturday, Sunday or public holidays) on which banks are
open for business in Indonesia and/or Singapore (and/or New York; for payment purpose).

11) “Certificate of Sampling and Analysis” means a certificate of analysis in respect of the properties of
Coal issued by an independent surveyor, prepared in accordance with Clause 5.

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 12) “Certificate of Weight” means a certificate of weight, certifying the Bill of Lading weight issued by an
independent surveyor, prepared in accordance with Clause 9.

13) “Coal” means steam (non-coking) coal in bulk, produced by mine in East Kalimantan, Indonesia, as
stated in Clause 3.2 and which shall be purchased by Buyer under this Agreement.

14) “Commercial Invoice” means the invoice prepared by Seller under Clause 12.

15) “ETA” means estimated time arrival of the vessel.

16) “FOBT” means that the delivery occurs when the Coal is loaded into the Vessel (Free on Board) in
accordance with Incoterms 2010, and trimmed.

17) “Force Majeure Event” means any occurrence or omission as a result of which the Party relying on it
is prevented from, or delayed in, performing any of its obligations (other than a payment obligation)
under this Agreement and which is beyond the reasonable control of that Party and not caused by that
Party’s fault or negligence, including (without limitation) blockade of the ports of loading or discharge,
Acts of God, forces of nature, industrial action and action or inaction by a government or semi-
governmental body, authority or agency, as defined in Clause 18.

18) “Government” means the Government of Indonesia, any agency, ministry or political subdivisions,
whether federal, state, local or foreign, or any agency or instrumentally of any such government or
political subdivision or any court or arbitrator.

19) “IMSBC Code” means International Maritime Solid Bulk Cargoes Code.

20) “Independent Surveyor” means any independent inspection agency, namely PT. CCIC Indonesia as
mutually agreed by both Parties.

21) “Indonesian Major Holidays” means 2 (two) days of Idul Fitri, 1 (one) of Idul Adha, 1 (one) day of
Independence Day, 1 (one) day of Christmas Day, and 1 (one) day of New Year’s Day.

22) “ISO” means the International Organization for Standardization for Testing Materials.

23) “Kcal” means kilocalorie (s) as defined in the “International System of Units”.

24) “Kg” means kilogram (s) as defined in “International System of Units”.

25) “Laytime” means time allowed to load the cargo of the Coal on to the mother vessel.

26) “Loading Port” means the port/anchorage at which the Coal is to be loaded in Indonesia, as stated in
Clause 3.4 herein.

27) “GCV” means the Calorific Value of the Coal.

28) “GAD” means Gross Air Dried basis, on which GCV is calculated.

29) “NOR” means notice of readiness.

30) “PWWD SHINC” means Per Weather Working Day Sunday Holiday Included.

31) “Statement of Facts” or “SOF” means a statement prepared by the vessel’s agent and signed by the
vessel master or his authorized representative at the Loading Port which shows the date and time of
arrival of the vessel and the commencement and completion of loading. It details the quantity of cargo
loaded each day, the hours worked and the hours stopped with the reasons of stoppages and is used as a
basis for calculation of demurrage and dispatch.

32) “Tonne”, “Metric Tonne” or “MT” means the unit measuring the quantity of the Coal, in which 1
Metric Tonne is equivalent to 1,000 kilograms, as defined in International Systems of Units.

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 33) “Weather Working Day” means a day of 24 consecutive hours on which work for loading the Coal on
board a vessel may be carried out without loss of time due to the weather.

34) “US Dollars” and “USD” shall refer to the currency of the United States of America.

35) “Vessel(s)” means single deck, ocean going bulk carriers rated Lloyd’s 100A or equivalent, suitable to
enter, berth and leave the Loading Port nominated by Buyer and in compliance with Clause 10.

References to Clauses are to clauses of this Agreement. The headings in this Agreement are for convenience
only and shall not affect the construction or interpretation of this Agreement.

2. TERM OF AGREEMENT
The Parties hereby agree that the term of this Agreement shall commence from the Effective Date of this
Agreement until the sale and delivery of the agreed quantity under this Agreement has been fully performed by
the Parties and all the obligations with respect to this Agreement have been fully completed or until both Parties
mutually agree to terminate this Agreement, whichever comes earlier.

3. QUANTITY AND DELIVERY

3.1 Quantity and Delivery Period
Seller agrees to sell and deliver and Buyer agrees to purchase and take a quantity of
50,000 MT. Coal provided that such quantity may be varied +/- ten percent (10%) tolerance at mutual
option. The 45-day agreed laycan shall be February 2018 (both dates inclusive).

3.2 Mine/Origin
The Coal is a Mine Coal from the mine located in South Kalimantan, Indonesia.

3.3 Basis
The Coal shall be delivered by Seller in FOBT mother vessel basis at the Loading Port and loaded into
the vessel provided by Buyer in accordance with Clause 10.

3.4 Shipment
The Loading Port shall be in one safe anchorage at Taboneo or Tanjung Pemancingan, South
Kalimantan, Indonesia.

3.5 FOB Incoterm 2010 shall apply for this Agreement.

4. SHIPMENT LAYCAN
Any delay in delivery period must be mutually agreed by both Parties.

5. SPECIFICATION
The Coal shipped by Seller shall meet the following minimum specifications on ASTM basis at load port:

Parameter Typical Rejection

Total Moisture (ARB) 10% - 12%

Inherent Moisture (ADB) 6% - 8% Approx.

Ash (ADB) 10% - 12% > 13%

Volatile Matter (ADB) 39% - 41%

Total Sulphur (ADB) 0.8% – 1% > 1%

Gross Air Dried (GAD) (ADB) 6500 Kcal / Kg < 6300 Kcal / Kg

Fixed Carbon (ADB) By Different

Hardgrove Grindability Index (HGI) 39% – 55%

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 During the loading process, there shall be no stone, coke and other non-coal ingredients like iron, wood in the
cargo in any amount which will affect the specifications of Coal as set out in this Clause 5. Otherwise, the Buyer
has the full right to refuse receiving the Coal and all the losses shall be in the account of the Seller. The Seller
shall guarantee that the coal in transit and the unloading process from barges to the mother vessel at the
anchorage point at load port shall not be spontaneous combustion.

6. PRICE
The base price for the Coal shall be:

FOBT PRICE:
USD XX (United States Dollar, …XX...) per MT (for the shipment by Geared Vessel).

The above price is in United States Dollars per MT (all inclusive) in FOBT at mother vessel basis, loading at
Taboneo or Tanjung Pemancingan, South Kalimantan, Indonesia, including all export duties at the Loading
Port.

7. PRICE & WEIGHT ADJUSTMENTS

The following price adjustment based on quality determinations made in accordance with Clause 8 shall apply
to shipments of Coal made under this Agreement.

GAD (ADB)
If the actual GAD is found to be higher or lower than 6500 Kcal/Kg (ADB) but above 6300 Kcal/Kg
(the rejection limit), the FOBT price will be calculated, until the rejection limit, as follows:

Actual GAD (ADB) Kcal/Kg

Adjusted Price = --------------------------------------- x FOBT Price
6500 Kcal/Kg

Should the GAD (ADB) at the Loading Port falls below 6300 Kcal/Kg, Buyer reserves the right to reject
the delivered cargo.

8. SAMPLING AND ANALYSIS

All samples and sampling analysis necessary pursuant to this Agreement shall be conducted by Independent
Surveyor, as stated in Clause 1, point 6, in accordance with ASTM Standards.

8.1 Appointment of Independent Surveyor

The Independent Surveyor shall be mutually agreed by both Parties. However, the Independent Surveyor
who shall perform the superintending during loading of cargo of the Coal shall be appointed and paid by
Seller.

8.2 Collection, Sampling and Analysis

(a) Seller shall arrange for the Independent Surveyor to collect a sample at the Loading Port and to
determine the specification of the Coal at the Loading Port.

(b) The sample collected from the shipment of Coal shall be extracted and analyzed in accordance
with ASTM Standards as stated in Clause 5. The cargo composite sample shall be divided into 3
(three) parts to be distributed, as follows:

(1) 1 (one) sample for the load port shipment analysis;

(2) 1 (one) umpire sample to be retained by Independent Surveyor for 90 (ninety) calendar
days after the completion of loading for mutually agreed third country inspection in case
of any disputes arises due to the differences of Loading Port and discharge port quality, as
per standard practice. Cost of such analysis shall be borne by the Party ordering such third
country inspection; and
(3) 1 (one) sample for Buyer, if necessary forwarded to buyer at buyer’s expense.

(c) In case the difference between the loading port and discharging port analysis (conducted by an
independent inspection agency appointed by Buyer at the time of coal unloading at disport) result
is less than or equal to 100kcal/kg on Gross As Received Basis, the analysis result of the loading

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 port shall be deemed as final and binding for payment settlement. In case the difference is more
than 100kcal/kg Gross As Received Basis, the loading port analysis result will be challenged
within sixty (60) days from completion of loading, by testing the Umpire Sample in 8.2(b) above.
The Umpire Laboratory conducting the analysis on the Umpire Sample shall be an Independent
Surveyor in Australia (chosen from SGS, ACTest or CCI) for analysis (“Umpire Laboratory”).
The tolerance of Gross Calorific Value on As Received Basis (ARB) difference between the
Loading port analysis result and the Umpire Laboratory analysis result (“Umpire Result”) is
100kcal/kg As Received Basis. If the difference is within the tolerance, loading port analysis
result shall be final and the cost of analysis shall be borne and paid by the Buyer. Otherwise, the
Umpire Result shall be final and the cost shall be borne and paid by the Seller.

8.3 Costs
The costs for sampling and analysis conducted by Independent Surveyor at loading port shall be for the
account of Seller.

8.4 Conclusive Certificate

The Certificate of Sampling and Analysis shall be issued by Independent Surveyor and such quality as
stated in Clause 5 (except the additional analysis, if any, shall not be included) in accordance with the
Certificate of Sampling and Analysis shall be final and binding on Seller and Buyer for the purpose of
this Agreement. The quality determined and stated in the Certificate of Sampling and Analysis shall form
the basis settlement for the Seller’s invoice.

8.5 Buyer’s Right to Appoint

Buyer shall have the right, at its own expense and for its own purpose, to appoint any other independent
agency only to witness the loading process of such shipments at Buyer’s own costs.

9. DETERMINATION OF WEIGHT

9.1 Bill of Lading Weight

The Bill of Lading weight for the shipment shall be determined at the Loading Port by an independent
marine survey conducted by Independent Surveyor. The Independent Surveyor shall provide the
corresponding Certificate of Weight for the shipment at the Loading Port based on the determination of
weight of each shipment of Coal. The weight determination in accordance with the Certificate of Weight
shall be final and binding on both Parties for the purpose of this Agreement and shall constitute the basis
settlement for the Seller’s invoice.

9.2 Cost of Draft Survey

The costs of draft survey at the Loading Port shall be for the account by Seller.

9.3 Buyer’s Right to Observe

Buyer shall have the right, at its own expense, to appoint a representative or nominated agent to witness
the weight determination at the Loading Port.

10. SHIPPING TERMS

10.1 Vessel Nomination

a) Buyer shall nominate a Vessel to Seller not later than 7 days prior to the ETA of the Vessel at the
Loading Port and give a notice to Seller in respect of the nominated Vessel which Buyer intends
to use to take delivery of the shipment. Seller will reply within 1 business days intimating
acceptance of the nominated Vessel; which acceptance shall not be unduly withheld. In the
absence of any response to Buyer’s nominated Vessel, Seller shall be considered to have accept
the nominated Vessel.

b) Vessel to be acceptable by the Seller shall be in accordance with ISPS compliance and the
rules and regulations of the Loading Port nominated by the Seller.

c) Buyer may substitute the Vessel within at least 3 days prior to ETA of the Vessel at the Loading
Port.

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 • The new ETA of the substitute Vessel is not prior to the ETA of the originally nominated
vessel or is not more than 3 days after the ETA of the originally nominated Vessel unless
acceptable to the Seller.
• The size and characteristics of the substitute Vessel and the quantity to be loaded shall not,
without the prior written consent of the Seller, differ from the size and characteristics of the
Vessel and from the quantity to be loaded as stated in the original Vessel Nomination.
• Such substitute Vessel shall tender NOR to load during the 10 Day Laycan.

d) Demurrage / dispatch rate shall be informed by Buyer to Seller according to the relevant charter
party upon Vessel’s nomination.

e) Buyer shall appoint agents at the Loading Port whose full style shall be forwarded to Sellers. The
Buyer must ensure that the master of the Buyer's ship notifies the Port of Shipment via ship’s
agent and Seller of the estimated date and time of arrival at the Port of Shipment immediately
after leaving the last port prior to the Port of Shipment, and 7/5/3/2/1 Calendar Days before it is
expected that the ship will reach the Port of Shipment, as well as any change or changes of more
than six (6) hours, and otherwise to report in accordance with the standard reporting procedure
applicable at the Load port.

f) Vessels shall be consigned to a Loading Port agent appointed and recommended by Buyer during
Vessel acceptance.

10.2 Vessel Requirements

Buyer must ensure that at the time of nomination, when tendering the NOR and at all times while at the
Loading Port, Buyer’s nominated vessel shall, as follows:

i. Geared Vessel:
a) be a vessel which is a maximum 25 (twenty-five) years old;
b) has 4 (four) x 25 (twenty-five) MT crane capacity;
c) has 4 (four) certified onboard grabs of minimum 10 (ten) Cbm capacities;
d) Grabs & Cranes Classification Certificates must still be valid and issued by the ship builder, and
to be shown at Vessel nomination.

ii. Gearless Vessel:

Seller shall provide the loading facilities such as loading cranes or other necessary machineries
to support the loading in a good manner and all the facilities will be charged to the buyer.

10.3 Notice Of Readiness (NOR)

Buyer/Vessel agent shall intimate in writing to Seller/its agents, the name of person, company and full
style of the nominated Vessel agents at the Loading Port. The NOR shall be addressed and tendered to
the Seller/its agents by e-mail or fax. The NOR to be tendered upon vessel's arrival at outer anchorage
or pilot station whether in free pratique or not, whether enter custom house or not, whether in berth or
not, whether in port or not, ATDN SHINC, but excludes the Indonesian Major Holidays. NOR will be
deemed accepted if it has been tendered as per contractual terms. The laytime shall begin from the first
day of laycan with 12 (twelve) hours turn time or commencement of loading, whichever is earlier.

10.4 Laytime and Demurrage

a) Demurrage/Despatch rate as per the performing vessel charter party rate.
b) Loading rate shall be as per the performing vessel’s charter party rate.
c) Demurrage or Despatch or Dead Freight amount shall be settled between Seller and Buyer outside
LC framework by Tele-graphic transfer within 30 business days from the time of agreement or
otherwise as mentioned in the Vessel Charter Party.
d) In the case buyer’s mother vessel arrive before the agreed and final sales and purchase agreement
(contract) is signed then the coal loading shall be performed without any delay and SHINC

10.5 Laytime Calculation

Laytime calculation shall be as per performing Vessel Charter Party.

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11. STEVEDORE DAMAGE
In case of a collision between barge(s) or Floating Crane and Vessel, Barges’ or Floating Crane Owners
shall remain ultimately responsible in case of barge damages to the mother vessel. Stevedores at the loading
point although appointed by the Seller shall be under the direction and control of the Master of the loading
vessel. The Master shall notify the stevedores of damage caused by stevedores, if any, in writing within 24
(twenty-four) hours after occurrence. Such notified damage is to be settled directly between the vessel owner
and the stevedores. In the event when the vessel owner cannot reasonably obtain settlement with the
stevedores, the Seller shall endeavour assist to work out a settlement between the vessel owner and the
stevedores.

12. PAYMENT TERM

Buyer shall open an Irrevocable and Transferable Letter of Credit (L/C) for 100% at sight for the shipment from
a first-class bank in favor of Seller covering the relevant shipment quantity +/- 10%. L/C shall be received by
Seller 3 working days after SPA signed.

The Buyer has the option to open standby letter of credit.

L/C to be payable to the Seller’s bank on presentation of following documents to Buyer’s bank:

(a) Seller’s signed commercial invoices in [2 copies] original and [2 copies] of Commercial Invoices .
Commented [MS1]: We would like to suggest for
(b) Letter of Indemnify (LOI) acceptable or 3/3 original clean on board and ocean Bill of Lading marked an exception that to use existing shipping
‘Freight Payable as per Charter Party” and notifying as per details provided in the L/C, made out “To documents once the coal loading completely
Order” and Blank endorsed. loaded on board the buyer’s mother vessel. Those
existing shipping docs are: Bill Of Lading,
Certificate of Weight & Draft Survey. We will
(c) 1 (one) original and 3 (three) copies of Certificate of Weight issued by Independent Surveyor at Loading
submit the rest of other shipping docs (COA, COO
Port. and FORM E) at soonest as the authority in
Indonesia finish it, we Patra Trading has no
(d) 1 (one) original, 1 (one) triplicate, 1 (one) copy of Certificate of Origin issued by competent Government intention for any delay happen for such shipping
authority in Indonesia, under Form “E”. docs; in fact the process of those shipping docs –
COA, COO and FORM E must get an approval by
(e) 1 (one) original and 3 (three) copies of Certificate of Sampling & Analysis issued by Independent Indonesian Government’s authority (it is
Surveyor at the Loading Port. estimated by around 3 – 5 days after the complete
loading & vessel sail-out) We duly concerns that:
(f) Beneficiary certificate stating that one (1) complete set of non – negotiable documents has been emailed (1) Our transaction is FOB Indonesia basis; (2)
or faxed to Applicant within five (5) Business Days after the date of shipment. (Outside L/C). The terms of payment is L/C 100% At Sight so we
are not expecting the execution of the L/C
payable got delay after the coal loading complete,
(g) 1 (one) original and 3 (three) copies of draft survey issued by Independent Surveyor at the Loading Port.
some shipping documents on board and vessel
sail-out. We do really wish that buyer (PTT) could
 Third party documents are acceptable except Commercial Invoice and draft (bill of exchange) and consider on these issues.
beneficiary’s certificate.
Commented [ga2]: We would like to suggest for
 All documents must be issued in English language. an exception that to use existing shipping
documents once the coal loading completely
 Seller shall fax or send by email to the Buyer copies of one set of non-negotiable document to Buyer loaded on board the buyer’s mother vessel. Those
within 5 (five) Business Days after the date of shipment. existing shipping docs are: Bill Of Lading,
Certificate of Weight & Draft Survey. We will
 Buyer’s bank charges to Buyer’s account and all Sellers’ bank charges to Seller’s account. submit the rest of other shipping docs (COA, COO
and FORM E) at soonest as the authority in
 Typographical errors not effecting figures and meaning as per International Standard Banking Practice Indonesia finish it, we Patra Trading has no
intention for any delay happen for such shipping
are not considered discrepancies.
docs; in fact the process of those shipping docs –
COA, COO and FORM E must get an approval by
Indonesian Government’s authority (it is
estimated by around 3 – 5 days after the complete
loading & vessel sail-out) We duly concerns that:
(1) Our transaction is FOB Indonesia basis; (2)
The terms of payment is L/C 100% At Sight so we
are not expecting the execution of the L/C
payable got delay after the coal loading complete,
some shipping documents on board and vessel
sail-out. We do really wish that buyer (PTT) could
consider on these issues.

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 Beneficiary’s Bank

Remittance details:
Beneficiary I (PT. XXX) [BRI SPECIAL BRANCH]
SWIFT: [BRINIDJA]
Account No.: [020602001162302 (USD]
Favoring: [Seller]

Beneficiary II (PT. NUSANTARA ENERGY PRIMA) [PT BANK MANDIRI (Persero) Tbk],
SWIFT: [BMRIIDJA]
Account No.: [102-00-99991199]
Favoring: [Miner]

Correspondence Bank: [Bank Detail],

SWIFT: [Please provide detail]

13. TAXES, DUTIES, ETC

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

14. RISK OF SALE AND PURCHASE

If Seller fails to deliver any or all of the goods within the time period specified in the Agreement or any extension
thereof granted by Buyer, Buyer, without prejudice to any other remedy for breach of the Agreement, 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 Seller at the cost and risk of Seller. In the event all additional costs incurred by Buyer in procuring
such coal from the open market is recoverable from Seller and Seller will make payment of the differential
amount immediately on demand from Buyer.

Buyer may, without prejudice to any other remedy for breach of the Agreement, by written at least 14 days
advance notice of default sent to Seller, terminate the Agreement in whole or in part:

(a) If Seller fails to deliver any or all of the goods within the time period specified in the Agreement or any
extension thereof granted by Buyer; or

(b) If Seller fails to perform any other obligation(s) under the Agreement.

If Buyer fails to take any or all the goods within the time period specified in the Agreement or any extension
thereof granted by Seller, Seller, without prejudice to any other remedy for breach of the Agreement, sell Coal
to open market, to mitigate his losses due to non-delivery and/or delay in lifting of the Coal by Buyer at the cost
and risk of Buyer. In that event all additional costs incurred by Seller in selling such Coal to open market is
recoverable from Buyer and Buyer will make payment of the differential amount immediately on demand from
Seller.

15. TRANSFER TITLE AND RISK OF LOSS

15.1 Transfer of Risk of Loss and Damage
Risk of loss and damage with respect to the Coal shall pass from Seller to Buyer when Coal passes the
Vessel’s rails and is dumped into the Vessel’s hold at the Loading Port.

15.2 Transfer of Title

Title with respect to the Coal shall pass from Seller to Buyer when Coal passes the Vessel’s rails and is
dumped into the Vessel’s hold at the Loading Port..

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16. NOTICES

All notices required or permitted by this Agreement shall be sent to both Parties in written English Language
either by post mail, fax or e-mail at the following addresses/e-mail addresses and any documents or mail served
on their representatives shall be regarded as proper notice, as follows:

PT. Nusantara Energy Prima

Plaza Asia Building, Zone A, 7th Floor,
Jl. Jenderal Sudirman Kav 59,
Senayan, Kebayoran Baru,
South Jakarta, Indonesia

BUYER:
PT. XXX
Jl. …..Otto Iskandardinata Raya No.66
East Jakarta , Indonesia

17. LAW AND JURISDICTION

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the Indonesian Laws.

17.2 Jurisdiction
(a) Any dispute arising out or in connection with this agreement, including any question regarding
its existence, validity or termination, shall be settled by consultations between the parties. In the
event that such amicable settlement cannot be reached within thirty (30) days of written notice
by one party to the other, the matter in difference, dispute, claim or question shall be referred to
and finally resolved by Indonesian court and to service of process by registered mail.

(b) Notwithstanding the foregoing paragraph, neither party shall be precluded from pursuing arrest,
attachment and/or other conservatory actions in the courts of any other country or exercising any
contractual rights in relation to the vessel or product provided for elsewhere in this agreement.

(c) The language of the proceedings and documents to be exchanged between the Parties shall be
English.

(d) The United Nations convention on contracts for the international sale of goods (1980) shall not
apply to this contract.

18. FORCE MAJEURE

18.1 The Force Majeure Event

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; fires, floods, tidal river, epidemics and any other
forces of nature; quarantined restrictions; strikes and freight embargoes; industrial action; any action or
inaction or any regulation made by either domestic or foreign government or semi-governmental body,
authority or agency and any other condition from which the effected Party cannot reasonably relieve
itself by giving security or otherwise, the Agreement shall be suspended until such causes cease to exist.

18.2 Notice
If a Party is affected, or likely to be affected by a Force Majeure Event, the Party shall immediately or
in any event within 72 (seventy-two) hours inform the other Party of the causes of the Force Majeure
Event along with the documentary evidence as it reasonably can give, specifying the period for which it
is estimated that such delay will continue.

18.3 Termination

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 If the Force Majeure Event persists for a period of more than 30 (thirty) days the performance of the
Agreement for such period may be treated as cancelled by the Party who is not claiming an excuse, by
reason of such contingency or cause and by submitting a prior written notice to the affected Party.

19. ASSIGNMENT
This Agreement shall ensure for the benefit of and be binding upon the employees, successors and assigns of
Seller and Buyer, but this Agreement shall not be assigned to or transferred by Seller or Buyer, in whole or in
part, either voluntarily or involuntarily or by operation of law, without the prior written consent of the other
Party being first obtained but such consent shall not be unreasonably withheld.

20. CONFIDENTIALITY AND COMPETITION

20.1 Confidentiality
Neither Party shall disclose any information contained in this Agreement to a third party without consent
of both Parties except to 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.

Both Parties shall ensure that Party’s employees, agents, subcontractors, nominees, associates, and
affiliates are subject to this provision as it binds the Parties.

20.2 Competition
The Parties shall not circumvent each other with their respective suppliers, sellers or buyers for a period
of two (2) months after the expiry or completion of this Agreement.

21. AMENDMENTS AND ADDITIONS

Any modification, amendment, alteration, and/or addition of the terms of this Agreement whether by way of
amendment or addendum in writing to be signed by both Parties shall form and become an integral part of this
Agreement.

22. WAIVER
Any failure of either Party to insist on any or more instances upon strict performance of any provision of this
Agreement or to exercise any of its rights herein shall not be considered as a waiver of any such provision or
right or a waiver of any subsequent performance thereof.

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

24. ENTIRE AGREEMENT

This Agreement contains the entire agreement between Buyer and Seller in relation to the sales and purchase
of coal and supersedes all prior negotiation, understandings and agreements whether written or oral in relation
to this Agreement.

25. REPRESENTATION AND WARRANTIES

a) The Seller shall guarantee that every related license needed in this transaction has been obtain and valid for
at least until the completion of this Agreement.
b) The Seller must possess the authority to conduct this transaction pursuant to the Indonesian applicable laws
and regulation specifically in relation to sale and purchase of coal.

26. ADDENDUM
All of terms and conditions in this sales and purchase agreement subject to adjustment refer to the final and
binding agreement between PT. Patra Trading and the buyer; and it shall be concluded into addendum as an
integral part to this agreement.

BUYER’S INITIAL Page | 10 SELLER’S INITIAL

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and stamped by their duly authorized
representatives. This Agreement shall be prepared in two (2) originals, each of which has the same legal enforceability
and each Party shall keep 1 (one) original. However, this Agreement is also signed through facsimile / scanned copy
by email and holds valid for all legal purposes.

SELLER, BUYER,
On behalf of On behalf of
PT. Nusantara Energy Prima PT. XXX

______________________________ __________________________
Name: David Ivan Sidharta Name: Waljiyanto
Title : Director Title : President Director

BUYER’S INITIAL Page | 11 SELLER’S INITIAL