SALES AND PURCHASE CONTRACT OF

INDONESIA STEAM COAL

Contract No.005/PJBB/PME-PMJ/NJTC/IX/2016
The Seller Company Name: PT. PANDAN MAS ENERGI
Registered office at Komplek Pesona Mahakam Blok D3 No.29, Samarinda, East
Kalimantan, Indonesia.

Hereinafter referred to as the Seller

The Buyer Company Name:Ningbo Jindayuan Trade Co., Ltd.

Company Name
Company Address

Ningbo Jin Dayuan Trading Co., Ltd.

: 8/F,NO.31, LANE 299 Guang Hua ROAD, Hi-tech
Zone,Ningbo city,Zheng jiang province, CHINA

BANK NAME
SWIFT CODESWIFT
Account Number

: YINZHOU BANK
: YZBKCN2N
: 81011614301222305

Hereinafter referred to as the buyer

The Funder/Beneficiary Company Name :
PT.Pratama Multi Jaya
Jl.Rungkut Madya No.99-C Surabaya ,East Jawa-Indonesia
Name of Bank
Branch
Bank Address
Account Name
Account Number
Swift Code

: PT.BANK RAKYAT INDONESIA (Persero Tbk)

: Surabaya
: Plaza BRI 20th Floor Jl.Jendral Basuki Rahmad No.122-138
Surabaya Jawa Timur
: PT.PRATAMA MULTI JAYA
: 009601003319308
: BRINIDJA

(Hereinafter referred to as the Funder/Beneficiary)

Contract No.201608JDY
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This Sale & Purchase Contract of INDONESIA STEAM COAL is made on

2016

By and between Seller: PT. Pandan Mas Energi and Funder: PT. Pratama Multi Jaya and Buyer:
Ningbo Jindayuan Trade Co., Ltd.
BUYER

Address : 8/F,NO.29Lane 299,Guanghua road High-tech Zone,NingBo City ,Zhe Jiang

Privince
AND
SELLER
Address : PT.Pandan Mas Energi, a Limited Liability Company incorporated and duly
organized in the Republic of Indonesiaand having its registered office at Komplek Pesona
Mahakam Blok D3 No.29, Samarinda, East Kalimantan, Indonesia, , with full powers for
signing the present act
AND

FUNDER
Address :PT.Pratama Multi Jaya,A Limited Liability Company incorporate and duly

organized in The Republik of Indonesia Having its registered office at Jl.Rungkut Madya
No.99C ,Surabaya,East Jawa, Indonesia
Three parties h the Seller and Funder and the Buyer may individually be referred to as Party
or collectively as the Parties.

Whereas:
1.
The Seller AND the Funder AND the Buyer have agreed to enter into this Sale and
Purchase Contract (as hereinafter defined) and the Seller will supply steam coal to Buyer
subject to the terms and conditions herein contained.
, ,

2.

TERM OF Contract
The Three Parties hereby agree that this contract shall become effective on the date of
this Contract is signed and execution of the contract until ended. If cooperation of Three
parties goes smoothly, Buyer and Seller and Funder may sign a supplementary contract
based on this contracts framework, continuality prevails.

3.

This contract should be made and confirmed upon the signature of the authorized
representatives of both parties.
,

Contract No.201608JDY
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Now it is agreed as follows:

:
CLAUSE 1
1.1
1.2
1.3
1.4

COMMODITY

Commodity

Country of Origin

Loading port

Discharge port

CLAUSE 2

Steam Coal, Net Calorific Value 3800kcal/kg (ARB).

, 3800kcal/kg (ARB)
East Kalimantan, Indonesia

Samarinda, Anchorage
..
Any port in China nominated by buyer

QUANTITY& LAYCAN DATE

2.1

Three Parties identified from September 30, 2016 to November 30,2016, Seller deliver
110.000 (+/- 10%) tons of coal to the buyer,and the quality of coal must meet this
contract. Price disposable locked FOB USD.29.00/ ton. The total contract amount of the
transaction is approximately $ 3,190,000 dollars
2016 6 30 2016 9 30 10 (+/10%) FOB 29.00 USD/
3,190,000

2.2

Unit Price

:USD.29.00/MT FOB Mother Vessel

: 29.00 /

2.3

Total Amount

: USD
: USD

2.4

Load Laycan Date

CLAUSE 3

3,190,000.00 (+/-10%)
3,190,000.00(+/-10%)

: Between End September to First October 2016

: 2016

QUALITY/SPECIFICATION /

Throughout the period of the contract, the seller will guarantee the quality of the products
conform to the following specifications according to ISO standard test.
ISO
Parameter

Guaranteed
Specifications

34%

>35%

15%

>18%

8% max

>10%

Volatile Matter (ADB) ()

35% - 42%

>43%

Fixed Carbon (ADB) ()

by difference

Total Moisture (ARB) ()

Inherent Moisture (ADB) ()
Ash Content (ADB) ()

Total Sulfur (ARB) ()

0.3%max

Rejection

0.4%

Hard Groove Index (ADB)

Net Calorific Value (ARB) ()

3800 Kcal/kg

Ash Fusion Temperature

Size 0 150 mm

Pass rate of 50150mm50%

Contract No.201608JDY
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3600 Kcal/kg

Five Harmful Element:

Items

Hg
As
P
Cl
F

DB

0.55
60
0.15
0.25
150

Unit

Ug/g
Ug/g
%
%
Ug/g

CLAUSE 4 PRICE
4.1

The price for Steam Coal NCV 3800Kcal/kg (ARB) as a reference, will be
USD 29.00/MT (FOB PORT).
NCV 3800Kcal/kg FOB 29.00 /

CLAUSE 5

QUALITY PRICE ADJUSTMENT/BONUS &PENALTIES

In regards to each shipment of Steam Coal which does not meet the Specifications set forth in
Clause 3, the base price in Clause 4 shall be adjusted in accordance with the Specification as
stated in Clause 5. , 3 , 4
5 :
5.1
If the actual Total Moisture (ARB) of the cargo exceeds 34%,then the invoice weight of
the cargo shall be adjusted in following formula:
(ARB) 34%, :
Final commercial invoice weight = weightx (1 (Actual Total Moisture-34%))
= x(1- (-34%))
If the actual Total Moisture (ARB) of the cargo exceeds 35% either at loading port.. The
buyer is entitled to reject the cargo.
35%
5.2

Net Calorific Value (ARB): If the certified Net Calorific Value on As Received (NCV
(ARB)) of the coal as shown in the Certificate of Analysis issued by CCIC at Loading
Port is above 3800 NCV(ARB), the Base Price of US$29.00 under Clause 4 shall be
adjusted on the Invoiced Price according to the following formula, fractions pro rata:
CCIC 3800 4
29.00
Invoiced Price =US$ 29.00+ (3800Kcal/kg Actual NCV(ARB))xUS$0.0064
If the Loading Port CCIC results as received less than 3800 kcal of heat, but higher than
3700 kcal, then based on the price of goods shall be adjusted proportionately according
to the following formula:
Invoice Price = US$ 29.00 (3800Kcal/kg Actual NCV(ARB))xUS$0.0064
CCIC 3800 3700
4 29.00 0.0064 /
If the Loading Port CCIC as received less than 3700 kcal of heat, but higher than 3600
kcal, then based on the price of goods shall be adjusted proportionately according to the
following formula:
Invoice Price = US$ 29.00 (3700Kcal/kg Actual NCV(ARB))xUS$0.01289
CCIC 3700 3600
29.00 / 0.01289 /

Contract No.201608JDY
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If the NCV(ARB) is below 3600NCV(ARB)(exclusive),the rejection limit as specified in

Clause 3,the Buyer shall have the right to reject the cargo.
3600
5.3

Total Sulphur (ARB). Sulphur penalty is above 0.4%. The Buyer shall have the right to
apply a penalty of USD 0.20 for each 0.1% in excess 0.4%.The buyer shall have right to
reject thecargo if Total sulfur content is higher than 0.5%.
0.4% 0.1% 0.20 / 0.5%

5.4

Since relationship of East Kalimantan geological conditions effect this contract have a
special agreement about the size of the coal, the 50-150mm Containing block rate of
coal for each barge must be more than 50%,If the block containing the rate did not meet
this standard, Initiator unloading operations difficult When the Vessel arrived at the port
of discharge, The buyer have the right to terminate to terminate the performance of the
entire contents of the contract.

50-150mm 50%

5.5

If the Certificate of quality for five harmful element issued by CCIC at loading port do not
conforms the coal imports with the Chinese government, the buyer shall have the right to
reject the cargo. The seller shall return the cargo, and the buyer will not bear any
expenses.
CCIC

CLAUSE 6

PAYMENT TERMS

6.1 Three parties agreed 100% Irrevocable Usance Payable At Sight (UPAS) or 60 day after
sight at loading Port By Indonesian Bank( Bank Devisa Minister of Trade No
../..-/PER/1/2016 ) The L/C should be advised to seller nominated bank latest by 15
days
before the first day of the Laycan at Load port, the letter of Credit is valid for 45 days.
100% 15
45
6.2

Payment of Irrevocable non-transferable, usance accepted 60 day after sight to

FUNDING COMPANY and BANK CLEARING after received full document from The
SELLER/BUYER Issuing Bank should be pay

6.3

When the Vessel offshore, CCIC provide quality inspection reports and the quantity of
test report, the seller provide full offshore procedures and complete& correct
documents ,the seller presented all offshore export documents to the negotiation bank.
CCIC
,
1. 7.1 sellers beneficiary will present the below following documents to the buyers bank
for bank acceptance (by swift mt752):

7.1.1
Three (3) originals and three (3) copies Beneficiarys signed and
stamped100% provisional commercial invoice copies showing the value of goods
shipped, the contract number, and the name of the carrying vessel;
100% 3 3 ,

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7.1.2
Three(3) originals and three (3) copies of full non-negotiable set B/L made out
to order and blank endorsed. Marked Freight Collect, and notify applicant issued by the
carrier; (Full set of clean bills of lading).
3 , 3 , , , ,

7.1.3
One (1) original and three (3) copies ofCertificate of Origin in FORM E issued
by the relevant government authority in Republic of Indonesia;
3
7.1.4
One (1) original and three (3) copies of weight report issued by CCIC
Singapore at loading port certifying the total weight of coal loaded at loading port. The
original weight inspection report entered into force upon signature by Mr. Yu Bin bin. The
passport number of Mr. Yu Bin bin is: G30903087.
CCIC 1 3
G30903087
7.1.5
One (1) original and three (3) copies of quality report issued by CCIC
Singapore at loading port certifying the specification. The original quality inspection report
entered into force upon signature by Mr. Yu Bin bin. The passport number of Mr. Yu Bin bin
is: G30903087.
CCIC 1 3
G30903087
7.1.6 One (1) original and three (3) copies test report for five harmful element issued by
CCIC
Singapore
at
loading
port
certifying
the
specification
CCIC 1 3
CLAUSE 8

INSPECTION- QUALITY& QUANTITY DETERMINATION

8.1

Three Parties agree to appointed CCIC Singapore the four-party inspection agency at
loading port. The quality and weight inspection result carried by Inspection Agency at the
loading port shall be the basis of the Sellers provisional invoice. The inspection costs at
loading port shall be for the Sellers account.
CCIC CCIC
. CCIC

8.2

The Buyer may send representatives to inspect the Loading Operations and conduct their
own Sampling at buyers own expense. The Sellers shall notify the Buyer of the loading
time in advance.
.

8.3

The final price shall be calculated and be paid to the Seller according to the Certificates
of quality and Weight stated in the appointed Inspection Agency.

CLAUSE 9 DELIVERY
9.1

The buyers Charter date confirmed by stamp of seller, Buyer charter must after the seller
confirm the date of the charter, and send the scan copy of the charter contract to the
seller. If the ship arrive the anchorage of contract anchorage, seller have not loaded the
goods to the vessel for 2 days after the shipping company submit NOR, that belong to

Contract No.201608JDY
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the seller absolute unilateral breach of contract, the buyer can withdraw the vessel
immediately, and the seller have to pay out $ 50,000 to the buyer as charter damages.

NOR
5

9.2

The Buyer shall provide the Seller with a vessel nomination notice which specify the
vessels particulars, the demurrage/dispatch rate, ETA at loading port, the vessels
estimated arrival draft, the estimated loading quantity, stowage plan, and other
information about the ship 10 days prior to the laycan at loading port. The Seller shall
have 36 (forty eight) hours (public holiday excluded) to give or refuse the nomination,
such approval to be given or refused promptly and not to be unreasonably withheld.
10 /
36

9.3

After the vessel arrives at loading port, the Buyers Shipping agency shall email or fax to
the Sellers office the vessels sailing date, the name of the steamship company, tonnage,
the age of the vessel, its flag, the Bill of Lading number, contract number, net quantity
loaded, name of commodity, and estimated time of arrival (ETA) in 24 hours.
24 ,/,
,,,,,,,
(ETA)

9.4

Before the vessel arrives at the loading port, the Vessel captain must inform the Seller and
the shipping agent of loading port, boat name, tonnage, flag, the size of the boat, etc. in 24
hours This information must be sent again 48, 24, and 12 hours before arrival.
24 ,,,,,;
48, 24 12 .

9.5 Loading and Discharging Terms

9.5.1 PORT will be the loading port of Steam Coal for the shipment under this Contract.
Vessel with the dimension specified can safely enter, stay and depart under the permitted
condition of tide and weather.

9.5.2 Loading rate is 7500 MT per working days with consecutive 24 hours including
Sunday &Public Holiday, Basis vessel has minimum of 4 hatches / 4 hold.
7500 24 4 4

9.5.3 At the Loading port, Vessel shall be consigned to a port agent nominated by the
Buyer / Seller and appointed by Owner, subject to Owners approval for port disbursement.

9.5.4 The Buyer shall inform Vessels capta into notify b The Sellers agent of the
estimated time of arrival at the Loading port on departure from the loading port, based on
countdown 7 days, 5 days, 3 days, 2 days and 24 hours before vessel arrival.
7 5 3 2 24
.
9.5.5 Written Notice of Readiness (NOR) to discharge shall be tendered by the vessel
after arrival at the designated anchorage during normal office hours between 8:00AM and

Contract No.201608JDY
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4:00PM, seven days per week, the Vessel is in free practice and is in all respects ready to
discharge the intended cargo. NOR may be tendered by cable, telefax and email. NOR
8 4
7
9.5.6
Lay time for loading time will commence 12 hours from (N.O.R) tendered and
accepted, unless loading operation started earlier when the actual time is used to count as
lay time.
N.O.R 12 ,,

9.6.7
The arrived vessel within specified lay time shall be loaded in accordance with
the instructions of Loading Port.

9.6.8
Time spent for Customs/Quarantine Bureau/Port authority, pilot age from
anchorage area to berth, mooring, or crossing river mouth, shall not to be counted into lay
time.
//,,

9.6.9
Lay time for loading shall commence 12 hours after written NOR is tendered to
and accepted by the Buyers office of loading port authority, regardless the Vessel is
berthed or not, or on commencement of loading if sooner. If the 12 hours lay time expires
on Public Holiday, then lay time for loading is to commence from 8:00AM on next working
day. Shifting time from anchorage to berth shall not count as lay time. The time required
for the ballasting and for any delay caused by Vessels inability to discharge shall not be
counted as lay time, even if on demurrage. Delays caused by Force Majeure stipulated in
accordance with Clause 14 shall not count as lay time. Time allowed for loading is to be
calculated on the basis of the Bill of Lading quantity. Lay time shall cease count on
completion of loading.

NOR 12 12
8

14

CLAUSE 10 DEMURRAGES
10.1

If any costs and expenses are incurred due to any delay at the Loading Port, the
demurrage incurred shall be paid by the Seller. For avoiding controversy the Vessel
shall be deemed to have arrived at the Loading Port once the NOR is accepted by the
port authority in loading port.
NOR

10.2

The Seller shall pay to The Buyer Demurrage incurred (if any) and The Buyer shall pay to
The Seller dispatch money incurred (if any) at the loading Port in accordance with the
terms and conditions of the Charter Party.

10.3

Accounts for Demurrage and Dispatch shall be kept separate from all other accounts. The
payment of demurrage and dispatch money shall be settled within 15(fifteen) working
days after completion of loading of relevant vessel.
, 15

Contract No.201608JDY
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CLAUSE 11 CLAIMS
11.1 Any claims that either party may have, due to an occurrence, have to be submitted to the
other party within a period of 15 working days from the date of that occurrence
, 15 .
11.2All claims shall be executed in writing and both parties agree to acknowledge such claims by
written acceptance thereof.
11.3 Either party shall be responsible for all Cost of Damages and Legal Cost in the event that
either the Seller or the Buyer cannot perform contract or consistently perform after official
legal contract is signed.

CLAUSE 12 TAXES, OBLIGATIONS AND IMPORT

12.1

The Seller shall pay all and any taxes and duties incurred at loading port related to the
performance of this contract.

12.2

At the Loading Port: freight tax (if any), wharf age (if any), export duty/taxes, custom
clearance and customs service charges including any other charges by the Authority
shall all be for the account of the SELLER.
/

12.3

The Buyer shall pay all and any taxes and duties incurred at the discharge port related to
the performance of this contract.

12.4

At the Discharging Port: taxes (if any), wharf age (if any demurrage), import duty/taxes,
custom clearance and custom service charged by the Authority shall be for the account of
the Buyer. /

CLAUSE 13 FORCE MAJEURE

13.1

For the duration of a force majeure, such as, but not limited to, war or threat of war,
invasion, rebellion, riot, acts of god, restraints of governments or rules, or strikes, lockouts,
fire, flood, earthquake, thereby delaying the performance of this contract, Seller and/or
Buyer shall be released from their respective obligation to deliver or accept the delivery of
Steam Coal hereunder without liability to the other. Local authority shall legalize the event
of force majeure.

13.2

In the event of force majeure, The Seller and The Buyer shall cooperate to minimize the
adverse effect of such force majeure occurrence to the extent possible.

13.3

In the event that Seller/Buyer cannot agree within one month of the cessation of a force
majeure having occurred, upon rescheduling of quantity delivered of Steam Coal affected
by such case of force majeure, either party shall have the right to cancel such deliver of
Steam Coal without liability to the other.
/

Contract No.201608JDY
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13.4

In cases of force majeure shall be reported exactly and precisely as soon as possible
viafax by the effected party to the other. In the event that either party exercises the
cancellation right, the cancellation shall be effected only by written notice.

CLAUSE 14 APPLICABLE LAW&ARBITRATION

14.1

This Contract shall be interpreted in accordance with Republic of Indonesia laws .All
disputes arising in connection with the present contract shall be settled in an amicable
way firstly. In the event that no settlement is reached, the case shall be brought for final
settlement under the rules of Singapore International Arbitration Centre (SIAC). The
arbitration results will be final and binding to both seller and buyer.
,
,,
.

CLAUSE 15 GENERAL
15.1

English and Chinese are the lawful language in the contract. This contract contains the
entire understanding between the parties with respect to the transactions contemplated
hereby and can only be amended by a written contract. Any prior contract, written or
verbal is deemed merged herein and shall be superseded by this agreement.
,
,.

15.2 All signed appendices, annexes and supplements are integral parts of the contract.
,
15.3

Conditions that have not been specified in the present contract shall be governed by
general rule of international trade related to FOB basis.
/ FOB

15.4

EDT (Electronic document transmission) shall be deemed to be valid and enforceable in

respect of the provisions of this contract. Either party has right to request an original copy
of any electronic transmitted document.
,

15.5 The information contained herein shall be kept confidential, and shall not be disclosed to
third parties or reproduced in any way, unless third party shall implement contract.
,,,

CLAUSE 16 CONCLUSIONS
The contract is compiled in 3 (Three) originals, with each party retaining 1 (one) originals.
The contract shall be duly signed and sealed by their authorized representatives of the
Buyer and the Seller. On the date first above mentioned. Parties hereby shall accept the
Contract sent by facsimile or by scanned e-mail as an original legal contract.
2 , 1
,,

Contract No.201608JDY
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SELLER :

BUYER :

PT. PANDAN MAS ENERGI

Olan Sirait
Director

-----------------------------------------------SIGNATORY

FUNDING COMPANY

PT. PRATAMA MULTI JAYA

Director

Contract No.201608JDY
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