SALE AND PURCHASE

AGREEMENT

ULTRA LOW SULPHUR DIESEL

(USLD)

BETWEEN

PT. FIRMAN OIL DAN GAS

(AS SELLER)

AND

CAROLE BUSINESS SARL BP 8800

YAOUNDE - CAMEROUN
(AS BUYER)

CONTRACT NO:250/ULSD/10PPM/350000/FOB/CB/25/06/2024/DP

2024

SALES AND PURCHASE CONTRACT OF ULTRA LOW SULPHUR DIESEL

CONTRACT NO:250/ULSD/10PPM/350000/FOB/CB/25/06/2024/DP
SPA Reference No.: 250/ULSD/10PPM/350000/FOB/CB/25/06/2024/DP
THIS AGREEMENT MADE ON THIS 25TH DAY OF JUNE 2024 BY AND BETWEEN.

THIS SELLER
SELLER'S INFORMATION
Company PT. FIRMAN OIL DAN GAS
Seller Contact & Address PERUMAHAN ROYAL RESIDENCE BLOCK B/6, JL. KAHFI
For Notice 1 RT007/002;
KELURAHAN JAGAKARSA, JAKARTA SELATAN
INDONESIA

Registration Number 1236000500093

Contact Person DR. YULINAR BINTI TENGKU AHMAD

DESIGNATION PRESIDENT DIRECTOR

Hereinafter referred to as "SELLER"

THE BUYER

BUYER'S INFORMATION
Company CAROLE BUSINESS

Buyer Contact & Address BP 8800 YAOUNDE CAMEROON

For Notice

Registration Number 1236000500093

Contact Person Mrs. AGNES N'NOMO NKO'O

DESIGNATION CHAIRMAN/CEO

referred to as "BUYER"
Both the Seller and the Buyer may individually be referred to as "Party" of collectively as the "Parties"

WHERE AS:

The parties mutually accept to refe to the general terms and definitions,as set out by the INCOTERMS edition 2020
with latests amendemens, having the following terminology fully understood and accepted:

Now it is agreed as follows:

DEFINITIONS
metric ton (MT) A measure of weight equivalent to one-thousand-kilogram mass (1,000)
COMMODITY ULTRA LOW SULPHUR DIESELOIL elsewere in this agreement also referred to as "product"
or"ULSD", the specification of which appeared in Appendix A attached to the Agreement.
Day Means a Calendar day, unless differently sepecified
Mounth Means a Gregorian calendar month.
Calendar quarter Period of three (3) consecutive months counting from 1st January, 1st April, 1st July, and 1st
October.
ASTM American Society for Testing and Materials, an internationally recognized institute that
approves all Standards, Tests and procedures used in the Oil industry and is referred in the
Agreement to the latest revised edition with amendements in forec to date.
Out-turn The quantity and quality of the product ascertained, according to the ASTM procedures, on
completion of the discharge operations. The so determined out-turn quantity and quality is
based on which amount will be computed for the payment of the product effectively
delivered to the Buyer.
Bill of Lading The official document, issued at the load port after completion of the loading operations,
stating, amoung other things, the ship's loaded quantity, expressed in cubic meters (m3) and
in metric tons (MT) per the definitions herein. This document has to be signed in original
by the ship's master and made out in accordance without the instruction hereinafter
specified in the Agreement.
Discharges Port Discharge Port to be agreed by both parties as designeted by the Buyer to be the final
receiving destinations.

CIF Cost, insurance and freight strictly as referred to in the interpretations defined by the
INCOTERMS Edition 2020 with latest amendments.
Banking Day Any day on which the bank opens for business in jurisdiction where the Seller and Buyer
are located.
Delivery Date The date mutually accepted by Seller and Buyer as the date on which the nominated
international surveyor company has ascertained the quantity and quality of the product
pumped into the Buyer's designated discharge terminal facilities.
Execution Date The date on which the Seller and Buyer receive their respective electronically transmitted
copies of the Agreement, or as may be indicated otherwise in the Agreement.
Proof of Product Documentation to be provided by the Seller to the Buyer from the Refinery
International
Independent SGS or other similar entities.
Laboratory
WHEREAS

The parties mutually deseire to execute the Agreement which shall be binding upon, and to the benefit of, the
parties, successors and assigns, in accordance with the jurisdictional law of the negotiated and fully executed
contract with terms and provisions hereunder agreed upon.

1. SCOPE OF THE CONTRACT

1.1. Seller an Buyer, under full corporate authority and responsibility, respectively represent that one
part has full legal authority to sell the commodity in quantity and quality as hereunder specified, and
the other has the full capability to enter into this Agreement.

2. COMMODITY
2.1. ULSD with specifications as stated in Appendix A.

3. QUANTITY
The total contractual quantity of the commodity sold and purchased under this agreement is 350.000 MT +/-
3% for first trial shipment only followed by 350.000 MT per month for 12 months at the price stated in this
Agreement. The periode of SPA can be extended up to 5 years (60 months)

4. ORIGIN.
4.1. Certificate of Origin issued by KAZAKHSTAN or other non sanction country

5. PRICE
5.1 USD 520.00/MT Port of discharge at PORT OF LOME, TOGO, AFRICA (Dip and Pay Ship to Ship)

6. TRANSACTION PROCEDURES FOR DIP AND PAY

1.BUYER provide ICPO along with buyer's Copy Passport, CIS, and Latest BCL/Bank
Statement not older than 2 days of the signed ICPO which stated the readyness and ability to
issue Bank Guarantee (BG) of Stand By LC (SBLC) for USD 2,500,000 as guarantee
payment only and Two photos of official Bank Officer's Bussiness card.
2. Seller issued draft Agreement SPA to be sign by Buyer. Then within 2 (two) days Buyer
sign and stamps the SPA and return back to Seller.
3. Upon verification of Buyer's BCL/Bank Statement, Buyer within 3 days after succes
verification immediately issued BG MT 760 to Seller's account. In the event that Buyer
fails to issue and deliver BG MT 760 after 7 (seven) working days, Buyer is considered
as non perform and breach the SPA so that Seller has right to terminacte the SPA.
4. After receive MT 760 BG, within 5 working days Seller will issue 2% Performance
Bond (PB and deliver PPOP to buyer :

1) Injection & Ullage Report with tank seal numbers by SGS/Say Bolt at the time of cargo
injected into the vessel at load port
2) Q88 of the vessel with product.
3) SGS Report at loading port.
4) COO
5) Proforma Invoice for estimated qty in the vessel from the legal owners/consignee of the cargo
6) Cargo Manifest.
 7) MSDS & Product Passport issued by the Refinery
8) DTA and ATV
9) ATSC

5. Buyer provides Q88 to their freight forwarde information to enable vessel master
and ship owner make contact to initiate the process of maritime reporting and
other custom clearance procedures prior to cargo arrival at the buyer's
destination port.
6. Upon arrival of the vessel tanker at the destination port, buyer will conduct
product quality and quantity inspection.
7. Upon receipt of the successful Quality and Quantity report, buyer full payment for
the product by MT103 within 48 hours to the seller account and product unloading
commences at the buyer's Vessel
8. Seller pays the intermediaries involved within 72 hours after receipt of payment
of the product from the buyer

7. DELIVERY.

7.1. The Seller warrants performing delivery of the commodity on Dip and Pay basis to the
buyer's designated discharge port.
7.2. Buyer will have no option to change the designated discharge port within the same
country of the originally designated discharge port, provided that a written notice is
given to the Seller at least seven (7) calender days prior to the estimated ship's arrival
at the former scheduled nominated discharge port.
7.3 Seller shall notify the Buyer the chartered ship's particulars, such as general
dimensions, cargo system arrangement and maximum unloading capacity rate, cargo
tanks capacitites at 98% loaded, manifolds sizes and reductions available on board.
7.4 Seller shall ensure timely arrival of the ship to the discharge port in conformity with
the approved schedule.
7.5 Vessels chartered by Seller shall in all respects meet port rules and regulation in terms
seaworthiness, fire and common safety, ballast operations, and discharging rates;
otherwise,any compensation/penalty for damages caused by non-compliance with such
rules and regulations shall be imposed on Seller.
7.6 Seller's chartered vessel shall comply with the three Major Oil Company's
requirements and shall be TOVALOP / PANDI or equivalent registered.
7.7 The vessel Master shall advice the Buyer and Ship Owner's Agent at the port of discharge
the ships's ETA 120 hours before her arrival, her name, tonnage, flag, draughts on board
quantities, and actual Time of Arrival 48, 36, 24 and 12 hours before her arrival to the
doscharge port.

8. INSPECTION-QUANTITY AND QUALITY DETERMINATION

8.1 Seller and Buyer mutually agree that an internationally recognized first class
Independent Surveyor Company, such as SGS, shall be appointed at both designate the
loading and discharge ports, to assess the quality and quantity of the commodity. The
inspection cost is to be borne by Seller at loading port and to be borne by Buyer at
discharge port.
 8.2 Quantity and Quality assessments conducted by the appointed Surveyor Company
shall be in accordance with methods and procedures usually used in the oil industry
practice, and at all times, shall strictly comply with the revised ASTM/IP International
standards and procedures enforced at the date of compliance.
8.3 For converting volumes to weight, ASTM tables, latest revised edition, have to be used.
8.4 The assessed quantity will be used for computing the amount to be paid to Seller
by applying the price as stipulted in this Agreement for the first trial shipment.
8.5 In the event of an inaccuracy with the devices used to measure the quantity received
at the discharge port (failure of flow meter bank and / or other devices) than
manual shore tank measurement shall be applied. If the Surveyor has reason to belive
that the shore tanks are not calibrated in accordance with the ASTM standards and
procedures, then ships figures TCV (total calculated volume) applied with a valid V.E.F
(vessel experiance factor) shall be used to compute the delivered quantity of the
current batch. In the event that the surveyor report from the loading port do not agree
with the surveyor report from the discharge port, the Buyer and Seller shall appoint
a third independent Surveyor to investigate the discrepancies at the expense of Buyer.
9. INSURANCE
Seller shall procure a policy with a first class marine insurance institute to cover the 110% (one
hundred and ten percent) of the value of the commodity delivered. The insurance policy will cover
all risks of loss or damages to said commodity, including war, hijacking, explosion etc. from the
time the commodity has passed the ship's manifold flanges at the loading port. A copy of the said
policy shall be submitted to Buyer.
9.1 Knock for knock Indemnity
9.1.1 A reciprocal or mutual indemnity in which the seller and the buyer agree to indemnify and hold
harmless each other against any claims or liabilities arising in respect of damage to their own
property (whether owned, hired or leased) and personal injury, illness or death to their own
personnel.
9.1.2 A knock for knock indemnity makes each party responsible for the death or injurcy of its own
employees and for loss or damage to its own property regardless of the cause, negligence or
fault of any party.
9.1.3. The parties undetake to indemnify each other for such claims or costs.
10.FORCE-MAJEURE

10.1. As regards the terms of delivery of the commodity under this Agreement, the
regulation of the International Chamber of Commerce, Paris, France shall apply in
Force-Majeure circumstances.
10.2 Neither of the Parties shall be liable for complete or partial non-performance of
obligations, if such non-performance resulted from Force-Majeure
circumstanced such as fires, flood, strikes, wars (whether wars declared or
undeclared), riots, embargoes, accidents, restrictions imposed by any governmental
authority (including protection, quotas, priorities, requisitions and price control) and any
other circumstances which are beyond control of the contracting Parties and have arisen
after conclusion of the present Contract.

10.3 if any of above-mentioned circumstance directly affects performance of the

obligations in the period of time determined by the present agreement, the time for
performance of obligations shall be extended correspondingly by the period for which
 such Force-Majeure circumstances persisted.
10.4 In the case the Force-Majeure circumstances persist for more that thirty (30) days, the
Parties shall have the right to cancel this agreement partially or completely. In thiscase
neither of the Parties shall have the right to claim any compemsation from the other Party
for possible losses.

10.5 A certificate issued by the Chamber of Trade and Commerce of the corresponding
country shall serve as a sifficient proof of approach and duration of the Force-Majeure
circumstances.

11.CLAIMS
11.1 Any claims that either party may have, due to an occurrence of non-performance of
obligation (s), has to be submitted in writing to the other party with in a period of one
(1) month from the date of date occurrence.
11.2 In the event that the quality of any one of the delivered batches fails to comply with the
contractual specifications, then the Buyer shall have the option to accept the said batch at a
lower prince being negotiated and accepted by the Buyer prior to the commencement of the
discharges operations.
11.3 If within thirty (30) calender days form date of discharge, of the commodity delivered,
the Buyer fails to inform the Seller of the non-compliance, the commodity will be
deemed to have been accepted by the Buyer, and the Seller will accept non claim.
11.4 All claims will be executed in writing and both parties agree to acknowledge such
claims by written acceptance thereof.

12.TAXES
12.1 The Seller shall pay all taxes and duties related to the performance of this Agreement
and collected up to the nominated discharge port.
12.2 The Buyer shall pay all taxes and duties related to the performance of this Agreement
and collected at the nominated discharge port.

13.CONTRACTUAL VALIDITY PERIOD

13.1 This agreement comes into force on the day of its signing by the Parties and shall
remain valid until full settlement in respect to the contractual payments against the
commodity's delivery.

14.APPLICABLE LAW
14.1 This agreement shall be interpreted in accordance with the Malaysuan laws.

15.ARBITRATION
15.1 This agreement shall be governed and construed in accordance with the law of
Malaysia. The Parties agree that Malaysia High Court, which will act as Court of
Arbitration, is to have the excusive jurisdiction to settle any disputes. The verdicts of
this Court of Arbitration shall be final and binding upon both Parties.
15.2 This agreement is purely commercial deal concluded in acccordance with international
rules of banking and financial activity and this rule is to be used for all questions
regarding preparations, interpretation, legal fulfillment, and any other questions in
regard to this contract, including ordinary norms of honesty, confidentiality adopted
 by International Chamber of Comerce (ICC) in Paris, and also temporary suspension
because of Force-Majeure circumstances. In case of any differences regarding any
aspect of the present Contract the Parties shall agree to pass the matter to Arbitration.

16. SPECIAL CONDITIONS

16.1 Seller and Buyer warrants that they have exerted and shall continue to exert its best
efforts to avoid any action, which might be in any manner detrimental to
Seller's/Buyer's interest, as the case may be, in the negotation, execution and
performance of this agreement.
16.2 The parties hereby agree that all terms, which are not specifically confirmed and
agreed upon in this contract, have to be referred to the general rules of the ICC
INCOTERMS Edition 2020 with latest amendments.

17. LAYTIME AND DEMURRAGES

17.1 LAYTIME
17.1.1 Buyer warrants that Seller's nominated vessel(s) will be allowed to
discharge her cargo within seventy-two (72) free running hours SHING
plus six (6) hours NOR, and however, maintaining at the ship's
manifolds an average discharge pressure of not more than ten (10)
kilograms per square centimeter (kg/cm2).
17.1.2 Notice of readiness (N.O.R) shall be given, on ship's arrival at the
buyer's designated discharge port(s), by the ship's master to buyer
and/or agent, by radio, cable or by hand, at any time including
Saturday's, Sundays and holidays.
17.1.3 Laytime shall commence upon the expiration of six (6) hours after
tender of notice of readiness, or upon vessel being all - fast in berth,
whichever is earlier.
17.1.4 Time spent for customs/health/port authority formalities, pilotage
from anchorage area to berth, mooring, or crossing river mouth, shall
not count as laytime.
17.2 DEMURRAGES
17.2.1 Demurrages at both load and discharge port, if any and if not caused
by Buyer, will be borne by the Seller. Conversely, if demurrages at
discharge port are caused by the Buyer, then the corresponding charges
shall be borne by the Buyer.
17.2.2 Demurrages shall be computed at the chartered party rate, For this
purpose, Seller shall provide the buyer with a copy of the original
charter party.
17.2.3 Demurrages will be based on daily rate pro-rata thereof.
17.2.4 if the vessel arrives at the discharge terminal ahead of ETA, such notice
shall only be effective as from 00:01 hour on the first of these days,
unless the discharge terminal begins to discharge the vessel before such
time. In the case of the vessel arriving later than the ETA accepted, the
discharge terminal will use its best efforts to minimize the delay to
discharge. However, in such cases, Laytime will only start to count upon
the vessel being all-fast in berth.
18. LETTER OF INDEMNITY

18.1. In case the Seller is not able to deliver to the Buyer in due time the set original bills of
lading of each cargo's batch, and then the Seller has to provide the Buyer with a
hardcopy of letter of indemnity for temporarily missing the original bills of lading.

18.2 This letter of indemnity accepted by Buyer shall cease to have effect upon prsentation of
the missing original bills of lading.

18.3 In the event of unusual circumstances, which prevent the Seller from preenting to the Buyer
the original bills of lading within a sixty (60) day period, the Seller agrees to provide the
Buyer and the Buyer agrees to accept a second and subsequent letter of indemnity
covering the cargo batch in question.

19.ASSIGNMENT

19.1 Seller and Buyer may at any time assign this agreement or its total or partial
performance hereof to any other company, which assumes the obligations of the
Seller/Buyer under the terms of the assignment. Formal notice of the assignment shall
be rendered to the other party.

19.2 Buyer and Seller shall expressly indicate the assignee's address on the formal notice.
The assigning party must have written permission from the assigned party approving
the new assignee before the Assignment takes effect. Such written permission shall not
be unreasonably withheld.

20. NON-CIRCUMVENTION

20.1 At any time prior to the expiration of two (2) years from the date of this agreement, it is expressly
agreed that the identities af any individual or entity and any other third parties including, without
limitation, suppliers, customers, financial sources, manufacturers and consultants, discussed and
made available by the Disclosing Party in respect of the Purpose and any related business
opportunity, shall constitute Confidential Information and the Recipient or associated
entity or individual shall not, (without prior written consent of the Disclosing Party);

(a) Directly of indirectly initiate, solicit, negotiate, contract or enter into any business
transactions, agreements or undertaking with any such third party identified or
introduced by the Disclosing Party; or

(b) Seek to by-pass, compete, avoid or circumvent the Disclosing Party in respect of
any business opportunity that relates to the Purpose by utilizing any Confidential
Information or by otherwise exploiting or deriving benefit from the Confidential
Information.

20.2 The Recipient convenants that any financial gain made by it, or any associated part,
from a breach of clause 21.1 shall be held on trust for the benefit of the Disclosing
Party and then be transferred to a nominated account of the Disclosing Party, until
which time such outstanding amount shall incur interest at the rate of 4% per annum.
Such interest shall accrue on a daily basis from the due date until actual payment of
the overdue amount, whether before of after judgment and the Recipient shall pay
the interest together with the overdue amount.

20.3 Clause 21.2 does not affect the Disclosing Party's ability to also clain damages should the
covenants in clause 3.1 be breached in any way.
21. GENERAL

21.1 This agreement contains the entire understanding between the parties with respect to
the transaction contemplated hereby and can only be amended by a written
agreement. Any prior agreement, written or verbal is deemed merged herein and shall be
superseded by this agreement.

21.2 This agreement is executed simultaneously in two (2) counterparts, each of which
shall be deemed an original.

21.3 The article and other headings in this agreement are for convenience only and shall
not be interpreted in any way to limit or change the subject matter of this agreement.

21.4 All signed appendices, annexes and supplements shall constitute an integral part of
this agreement.

21.5 EDT (Electronic document transmission) shall be deemed to be valid and enforceable
in respect of the provisions of this contract. Either party shall be entitled to request a
hard copy of any previous electronic transmitted document.

21.6 Both parties agree that the signed and sealed EDT copies of the contract are fully
binding and enforceable until the hard copy of contract is exchanged.

21.7 All the Original Proof of Products documents shall be submitted via Courier from the Seller
to the Buyer for Bank submission purposes.

21.8 Any information contained herein shall be kept highly confidential, and shall not be
subsequently disclosed to third parties or reproduced in any way, except to third
parties are necessary to the implementation of the agreement.
22. SELLER AND BUYER COMPANY INFORMATION

22.1 SELLER COMPANY DETAILS :

COMPANY NAME PT. FIRMAN OIL DAN GAS

COMPANY REG 1236000500093

ADDRESS PERUMAHAN ROYAL RESIDENCE BLOK B/6, JL. KAHFI 1

RT.00/002, KECAMATAN JAGARSA, JAKARTA SELATAN
INDONESIA
MOBILE +62 822-1122-1480

EMAIL ADDRESS [email protected]

REPRESENTED BY Dr YULINAR BINTI TENGKU AKHMAD

TITLE PRESIDENT DIRECTOR

PASSPORT NO C896664 (INDONESIA)

22.2 BUYER COMPANY DETAILS :

COMPANY NAME CAROLE BUSINESS

COMPANY REG RC/YAD/2014/229

ADDRESS BP 8800 YAOUNDE, CAMEROON

MOBILE +237 699 336215

EMAIL ADDRESS [email protected]

REPRESENTED BY Mrs AGNES N'NOMO NKO'O

TITLE CHAIRMAN/CEO

PASSPORT NO AA206363 (CAMEROON)

23.SELLER AND BUYER BANKING DETAILS

23.1 (SELLE'S BANK DETAILS FOR RECEIVING BG MT 760 AND TT MT 103)

BANK NAME: PT BANK MANDIRI Persero Tbk

BANK ADDRESS: JLN. TAMAN PERMATA INDAH II BLOK M2 No. 25
PEJAGALAN, PENJARINGAN JAKARTA UTARA
ACCOUNT NAME: PT. FIRMAN OIL DAN GAS

ACCOUNT NUMBER: 1680077088977 (USD)

SWIFT CODE: BMRIIDJA

BANK TEL: +6221-660 3040/+6221-660 2987

BANK OFFICE: SARAS UTAMA

BANK E-MAIL: [email protected]

23.2 (BUYER'S BANK DETAILS FOR ISSUING BG MT 760 AND TT MT 103)

BANK NAME: BGFI BANK, CAMEROON

BANK ADDRESS: AGENCY ONYX, YAOUNDE, CAMEROON, AFRICA

SWIFT CODE: BGFICMCX

Intermediary/Correspondent
Bank:*)
SWIFT CODE:

NO. ABA:

Intermediary Bank
Address:
ACCOUNT NAME: CAROLE BUSINESS
ACCOUNT NUMBER: 400286020
BANK OFFICER PATRICK BETOU
NAME:
BANK OFFICER TLP +237 690 795142
NO
BANK OFFICER [email protected]
EMAIL
*) Since issuing Bank of BG/SBLC has No RMA with Mandiri Bank, Jakarta the SWIFT MT 760 will be through
correspondent bank. It is suggested that the correspondent bank is Citi Bank or JP Morgan.

The Parties hereby agreed and accepted this Sale and Purchase Agreement, and signed, sealed, and
executed it as of the date first written above.

For and on behalf of

SELLER

SIGNED and delivered by and on

SELLER : PT. FIRMAN OIL DAN GAS

REPRESENTED BY : NY. YULINAR
DESIGNATION : PRESIDENT DIRECTOR
COUNTRY : INDONESIA

IN WITNESS WHEREOF
the parties hereto have set their hands and seal the day and the year set out in this
Agreement.
DATE APPROVED FOR SIGN:25 June 2024

BUYER

SIGNED and delivered by and on

THE BUYER : CAROLE BUSINESS

REPRESENTED BY : Mrs. AGNES N'NOMO NKO'O
DESIGNATION : CHAIRMAN/CEO
COUNTRY : CAMEROON

AND IN WITNESS WHEREOF

the parties hereto have set their hands and seal the day and the year set out in
this Agreement.
DATE APPROVED FOR SIGN:25 June 2024
24. APPENDICES

24.1 APPENDIX A: PRODUCT SPECIFICATION

24.2 APPENDIX B: BG VERBIAGE
24.3 APPENDIX C: SELLER'S COMPANY REGISTRATION
24.4 APPENDIX D: PASSPORT COPY OF SELLER'S REPRESENTATIVE
24.5 APPENDIX E: BUYER'S COMPANY REGISTRATION
24.6 APPENDIX F: PASSPORT COPY OF BUYER'S REPRESENTATIVE

======END OF THE AGREEMENT WITH APPENDICES ATTACHED BELOW=======