SALES AND PURCHASE CONTRACT OF BITUMINOUS

COAL
Contract no. :
BUYER

SELLER

Date

Represented by :
Company: PT. REALTAMA POWER INTI
Address: Jl. Mangga 2 Raya no.8
Jakarta
: CV. MADA PERKASA
Represented by :
Company:
INDONESIA

: 01 August, 2009

Tel

This contract is made by and between the buyer and seller whereby the Buyer agrees to buy and the Seller
agrees to sell the under mentioned goods for Korea, on the terms and conditions stated below:-

CLAUSE 1

NAME OF COMMODITY:

Bituminous Coal, 6300~6100Kcal/kg

Country of Origin:
Port of Loading:
Port of Destination:

Indonesia
Muara Jawa, East Kalimantan
Pyeong Taex Port, Korea

CLAUSE 2

SHIPMENT PERIOD AND QUANTITY

Quantity

50,000 MT each per Item

CLAUSE 3

BITUMINOUS COAL SPECIFICATION :

Spec 1: 6300~6100 Kcal/kg

CHEMICAL COMPOSITION (ON DRY BASIS GUARANTEED)
Typical Results
Max. 15%
Total Moisture (ARB)
Inherent Moisture (ADB)
Max4%~6%
Volatile Matter (ADB)
22%~45%
Ash Content (ADB)
Max. 17%
Fixed Carbon (ADB)
By difference
Gross Calorie (ADB)
6,300 Kcal/Kg
Total Sulphur (ADB)
Max 1.00%
Nitrogen (Dry Ash Free Basis)
Max. 2.4%
Hardgroove Grindability Index (HGI)
Min.Approx. 45
Ash Fusion Temperature IDT
Min. 1,200
(Reducing Atmosphere)
Degree
Centigrade
Ash Analysis
Fe2 O3
Max.16%
Na2 O
Max. 2%
K2 O
Max. 3%
Size Distribution
Above 50mm
Max.5%
Under 2mm
Max.40%

Seller:

Rejection

<6,100 Kcal/Kg

CLAUSE 4 PRICE :USD 55.50

USD 55.5/DMT FOB M.V on 6,300~6,100 Kcal/Kg.

CLAUSE 5
PRICE ADJUSTMENT
For other elements
If the shipment does not meet any of the chemical specifications provide in clause
3 as finally determined in accordance with the provisions of the clause 9.
If S content exceeds 1.0%, cargo will be rejected.
Clause 6.

PAYMENT
The Payment by the Buyer shall be paid as follows :
Each Shipment will be settled by an Irrevocable, Transferable and Confirmed
Letter of Credit, payable 100% at sight. The Letter of Credit for the shipment to
be issued by an International Bank acceptable to the Seller within 7 banking day
max after acceptance of the draft L/C by the Seller or its nominees.
Upon signing of contract within 1-2 days Buyer to provide draft L/C for Seller
acceptance.
Seller to provide 2% performance guarantee within 5 banking days max upon
receiving of Buyer LC.
Buyer and Seller nomination option
As per buyer/seller right option of its nominees or internal related company. The
buyer/Seller can instruct its nominees or internal related company to open/received
the operative, irrevocable letter of credit 100% at sight to the Buyer/Seller or its
nominees.
Buyer or its nominees
Bank Name
Bank Address
:
Account Name
SWIFT Code
Account Number
Bank Officer
Bank Phone Number
Bank Fax Number

:.
:

Seller or its nominees

Bank Name
:
Bank Address
:

Account Name
SWIFT Code
Account Number
Bank Officer
Bank Phone Number
Bank Fax Number

:
:
:
:
:
:

:
:
:
:
:
:

The following documents must be presented to the bank for L/C negotiation:The L/C shall allow drawing of 100% of commercial invoice at sight at the following documents:
1. Signed commercial invoice One Original and 3 copies include Unit Price and Quantity.

Seller:

2. Full set of clean on board ocean bill of lading made out to order, endorsed in blank and
marked Freight payable as per charter Party.
3. Full set of Original & Copy of Certificate of Quality issued by Sucofindo at port of loading.
4. Full set of Original & Copy of Certificate of Quantity issued by Sucofindo at port of loading.
5. Full set of Original & Copy of Certificate of Origin issued by Any Chamber of Commerce of
Indonesia or Trade Department.
6. Other Terms:
a.
b.
c.
d.
e.

Third party documents allowed, except Draft and Invoice

Partial shipment allowed. Transshipment not allowed
10% more or less on quantity and value are allowed.
Charter Parties Bill of Lading Acceptable.
Documents must be presented within 10 days after B/L date by the Seller for negotiation or
Payment.
f. All banking charges outside the L/C opening bank are for L/C Beneficiary account.
g. L/C to be open fully operative by swift or tested telex and no further confirmation Required.
h. L/C will be subject to ICC publication No. 500. 1993 revision
i. Spelling mistakes other than quality, quantity and amount shall not be treated as
discrepancies in the LC and in other documents.
j. All documents must show shipper as follows :
On behalf of ______________________________
7. RIGHT of REJECTION of THE CARGO and Non Performance of the Contract
The Buyer shall have the right to reject the cargo if the sulphur content excess 1.00%. The
Buyer may, at its discretion, receive refund of the payment from the Seller/Seller Mandate,
or cancel this contract. Or Seller/Seller Mandate to provide alternate source within 20 days
and all demurrage and shipping charges will be bear by The Seller/Seller Mandate or its
selling agent.
In the case of non performance by the Seller, the Seller will be responsible and bear all costs
incurred by the Buyer or its nominees until that time including the L/C issuing and
cancellation charges and will reimburse the Buyer within 7 banking day all fees due to the
Buyer.
CLAUSE 8

SAMPLING AND ANALYSIS

At the loading port seller shall at sellers expense, appoint SUCOFINDO to

determine the specification in each shipment, and shall provide a certificate
showing details of the determination and also the percentage of free moisture
loss at 105 degree centigrade. The load port certificate is final for quality and
weight for Provisional Invoice.
CLAUSE 9

LOADING TERMS

loading Rate: min 5,000MT PWWDSHINC

Article 10 - VESSEL NOMINATION
10.1

Seller:

The Buyer shall nominate, by email and/or by fax, vessels at latest 20 days before the
commencement of their respective laycan which is not more than Five (5) days. Each
such nomination shall be submitted to the Seller for its approval and shall contain and/or
be accompanied by all information and documents relevant or necessary to a
determination by the Seller of whether the nominated vessel is acceptable to the Seller.
The Seller shall comment on any such vessel nomination and notify the Buyer by email
and or by fax of its approval or rejection of such nomination within 24 hours of receipt of

such nomination, should within 24 hours the Seller did not respond to the Buyer
nomination, then the Buyer may consider that the Seller have confirmed with such
nomination. The Seller has the right to reject the nominated vessel if it is not suitable or
fail to meet the requirement of the Ports of Loading and this Contract.
10.2

The Buyer shall have the right to substitute the originally nominated vessel with another
vessel of similar size and same laycan, provided that (a) the substitute vessel is suitable
and meets the requirements of the Ports of Loading and this Contract, (b) the Buyer has
notified the Seller of such substitution by not later than seven (7) days before the
commencement of the relevant laycan, (c) the Buyer has submitted all information and
documents relevant or necessary to a determination by the Seller of whether the
nominated vessel is acceptable to the Seller, and (d) the Seller has approved the
substitute vessel. The Seller shall comment on any substitute vessel and notify the Buyer
by email and or by fax of its approval or rejection of such nomination within 24 hours of
receipt of such nomination should within 24 hours. If the Seller did not respond to the
Buyer nomination, the the Buyer may consider that the Seller had confirmed with such
nomination. The Seller has the right to reject the nominated vessel if it is not suitable or
fail to meet the requirements of the Ports of Loading and this Contract.

Article 11 - DEMURAGE/DESPATCH
11.1

If a shipment is loaded within the allowable laytime, the Buyer shall pay to the Seller
despatch money in respect of the laytime saved as per chartered party agreement

11.2

If a shipment is not loaded within the allowable laytime, the Seller shall pay to the Buyer
demurrage in respect of the time by which the allowable laytime has been exceeded.
Demurrage in the amount as per chartered party agreement shall be paid by the Seller
to the Buyer within fourteen ( 14) days after laytime calculations shall have been
approved by the Buyer. Except as provided in Article 12.4 when allowable laytime has
been exceeded, the vessel shall remain on demurrage until loading of the shipment has
been completed. Any time consumed for any of the following purposes or reasons shall
not (whether or not the vessel is already on demurrage) be counted or included in
calculating the time taken by the Seller to load the shipment in question hereunder or
the time in respect of which the Seller is liable for demurrage.

(a)

Awaiting pratique, tugs, tides, pilot or daylight (in the event the same be required by
virtue of governmental , local, and port authority regulations at the ports of loading;

(b)

Processing on inward passage from an anchorage until arrival of the vessel at the berth
or other loading place;

(c)

Discharging ballast to the extent that this is not concurrent with loading;

(d)

Restriction imposed by the owner, charterer, or master of the vessel due to safety
reasons caused by circumstances on board the vessel;

(e)

Vessels breakdown causing delay or inability for or restrictions on loading operations;

(f)

Cleaning and inspection of the vessels cargo holds;

(g)

Time spent complying with any of the regulation and other requirements of the ports of
loading; or

(h)

Any other delay solely attributable to the vessel, its owner, or the Buyer or its agents.

12.3

The Seller shall deliver to the Buyer its laytime calculation within seven (7) days from
the Bill of lading date based on the Statement of Fact issued by the vessels master and
acknowledged by a representative or an agent of the Seller.

12.4

If loading is not completed within the time allowed because of a Force Majeure Event
(including the effect thereof), the rate of demurrage payable shall be reduced to (one
half) of the demurrage rate otherwise applicable in respect of the delay resulting from

Seller:

such Force Majeure Event.

CLAUSE 11

INSURANCE

CLAUSE 12

FORCE MAJEURE

To be covered by buyer from the time Bituminous Coal is loaded on board the
vessel. For this purpose seller shall advise buyer by cable/telex/fax before the
loading of the vessel starts and immediately after completion of the loading of the
particulars as called for in Clause 12 of this contract.
If at any time during the existence of this contract either party is unable to
perform whole or in part any obligation under this contract, because of war,
hostility, military operation of any character, civil commotions, sabotage,
quarantine restriction, acts of Government, fire, floods, explosions, epidemics,
strikes or other labour trouble, embargoes including all natural calamities then
the date of fulfillment of any obligation shall be postponed during the time when
such circumstances are operative.
Any waiver/extension of time in respect of the delivery of any installment or part
of the goods shall not be deemed to be waiver/extension of time in respect of the
remaining deliveries. If operation of such circumstances exceeds three months,
either party will have the right to refuse further performance of the contract in
which case neither party shall have the right to claim eventual damages. The
party which is unable to fulfill its obligations under the present contract must
within 15 days of occurrence of any of the causes mentioned in this clause shall
inform the other party of the existence of the circumstances preventing the
performance of the contract. Certificate issued by a Chamber of Commerce or
any other competent authority connected with the cause in the country of the
Seller or the buyer shall be sufficient proof of the existence of the above
circumstances and their duration. Non-availability of material will not be an
excuse to the Sellers for not performing their obligations under this contract.

CLAUSE 13

ARBITRATION

All disputes or differences whatsoever arising between the parties out of or

relating to the construction, meaning and operation or effect of this contract or
the breach thereof shall be settled amicably by friendly negotiation between the
two parties. If no settlement can be reached, the case in dispute shall be
submitted for arbitration to Singapore International Economic and Trade
Arbitration Commission in accordance with the Provisional Rules of Procedure of
the Singapore International Economic and Trade Arbitration Commission and the
award made shall be binding on the parties. Or The venue of arbitration
proceedings will be in Singapore. The contract shall be government and construed
by Icc Laws. The fee for arbitration shall be borne by the losing party.
CLAUSE 14

Seller:

NON-DELIVERY & DELAYED DELIVERY

Should the seller fail to effect delivery on time as stipulated in this contract owing
to clauses other than force majeure as provide for in clause 14 of this contract,
the buyer shall have the right to cancel the contract and confiscate the
performance bond or, alternatively, the seller may, with the buyer consent,
postpone delivery on payment of penalty to the buyer. Penalty shall be charged at
the rate 0.5% of the total value for every 10 days, Odd days less than 10 days
should be counted as 10 days. Odd days over 10 days should be counted as exact
days. The total penalty shall not exceed 3% of the total value of the cargo
involved. The delay of shipment must not exceed 30 days after the latest
shipment date of this contract. And Seller to bear all demurrage imposed by the
chartered party as per chartered party agreement.

CLAUSE 15

CLAIM

CLAUSE 16

TITLE AND RISK

CLAUSE 17

LOSS OF CARGO

CLAUSE 18

AMENDMENT OF THE CONTRACT

The buyer may make a claim against the seller with the certificate issued by
buyer. All the relative expenses shall be in the account of the seller. If the seller
does not give the answer within ten days after receipt of the above mentioned
claims, it is regarded that the seller has accepted the claims.
The Title with respect to each shipment shall pass from Seller to the Buyers when
Seller receives reimbursement of the proceeds from the opening bank through
the negotiating bank against the relative shipping documents as set forth in
Clause 7 after completion of loading on board the vessel at loading port, with
effect retrospective to the time of delivery of ore.
All Risk of loss, damage or destruction respecting the ore delivered shall pass to
Buyers at the time of discharge of the Bituminous Coal from the loading devices
into the vessel.
In the event of partial loss of cargo, the Bill of Lading weight and the analysis
carried out by Buyer on the cargo discharged shall be treated as final and shall
form the basis of final invoicing and payment.
Any amendment or modification to this contract shall be made in writing and
subject to confirmation by the contracting parties.

CLAUSE 19

LICENSES

It is the responsibility of the supplier to arrange for Export License if any from
Indonesia Government Authority and it is the responsibility of the buyer to arrange
for Import License, if any, as per the regulations of The Republic of Korea and
measures of automatic License permission for Bituminous Coal Import.
The Seller undertakes to give the copy of the License.
Clause 20. CONFIDENTIALITY
It is agreed that the terms of this contract are confidential and that except for the purpose of
enforcing this contract, neither party shall disclose any of the terms of this contract to any third
party unless such disclosure is required by law or unless prior written approval has been
obtained from the other party. The parties accept and agree to the provisions of the
International Chamber of Commerce, Geneva, Switzerland for Non-circumvention and Nondisclosure with regards to all and everyone of the parties involved in this transaction and
contract, additions, renewals, reciprocation for a period of (3) three years from the date of
execution of this contract.
In witness whereof this contract is made in duplicate on this day of May 8, 2009 and the duly
authorized representatives of the Seller and the Buyer having signed on this day. Retained one
copies each.
The Buyer:

The Seller :

PT. REALTAMA POWER INTI

Representative:
Mr. Sanusi Effendy

Representative:

Authorized Signatory

Authorized Signatory

Seller:

WITNESSES
THE END OF CONTRACT

Seller: