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COAL SALES AGREEMENT

This Agreement made this date xxxxx between:

SELLER: PT. SSDK

and

BUYER: xxxxx a company organised and existing under the laws of xxx, (hereinafter referred to as 'Buyer'), having its principal offices at xxxxxx

DEFINITIONS

In this Agreement unless the context otherwise requires:

i “adb” means air dried basis.

ii “ar” means as received basis.

iii “Bill of Lading” means the bill of lading issued by the vessel owner to the Seller in respect of the stated amount of Coal in a particular shipment.

iv “Business Day” means the period between the hours of 8am to 4pm on a day other than Saturday, Sunday or any public holiday.

v “Cargo” means cargo of approximately 40,000 tonnes.

vi “Coal” means steaming coal produced for the Seller from Kintap and Sungai Danau area, South Kalimantan.

vii “Contract Quantity” means 40,000 tonnes of Coal, +/- 10% at the Buyer's sole discretion.

viii “Delivery Point” means free on board vessel at the Loading Port.

ix “Demurrage” means a charge payable in the event the Seller is unable to complete loading a ship within Laytime.

x “Despatch” means the charge payable in the event the Seller completes loading the ship before the end of Laytime

xi “Loading Port” means the Port of Muara Satui, Kalimantan, Indonesia, or such other port as the parties may agree to in writing

xii “Kcal/kg” means kilocalories of energy per kilogram of coal.

xiii “Laytime” means the time allowed for loading a vessel, calculated in accordance with clause 9.

xiv “US$” means (unless otherwise specified) the currency of the United States of America

xv “Party” or 'Parties' means Seller or Buyer or both.

xvi “Tonne” means a metric tonne of 1000 kilograms. For the purpose of conversion a metric tonne equals 0.984206 long tonnes and a long tonne equals 1.016047 metric tonnes.

WHEREAS, Seller has agreed to sell and Buyer has agreed to purchase five trial cargoes of Coal in accordance with the terms and conditions set out below. If the trial is successful and Buyer is satisfied with the performance of the Coal, the Parties wish to discuss the possibility of entering into an agreement, upon terms and conditions to be agreed, for the supply and purchase of Coal on a long term basis.

The Seller and Buyer mutually agree as follows:

1.0 QUANTITY

1.1 Seller agrees to sell and Buyer agrees to purchase the Contract Quantity of 120,000 MT on a FOB vessel Muara Satui anchorage basis.

2.0 DELIVERY

2.1 Seller undertakes to deliver the Contract Quantity to the Buyer at the Delivery Point within the period of ……..2005.

2.2 The Seller is responsible for providing the barges sufficient to load at the specified rate to the vessel(s) chartered by the Buyer under this Agreement. The Coal shall be shipped at the Buyer’s expense in bulk on board such vessel(s). Buyer to provide grab fitted vessels capable of accepting coal at the delivery rate.

3.0 QUALITY

3.1 The Coal supplied shall be freshly mined from the open cast mines in Kintap and Sungai Danau area in South Kalimantan.

Each delivery of Coal by Seller to Buyer shall be of merchantable quality, well blended, and delivered as far as reasonably practicable clean and free of all debris, earth and other foreign matter. Each delivery of Coal shall meet the following specifications below, determined at the Loading Port in accordance with the applicable ASTM Standards methods shown below:

Item
Typical
Limit Description
Limit
Rejection

Total Moisture
28% (ar)
Must not be less than:
32% (ar)
35% (ar)

Inherent Moisture
18% (adb)
Approximately

Ash
3% (adb)
Maximum content must not exceed:
4% (adb)
6% (adb)

Volatile Matter
42% (adb)

Total Sulphur
0.2% (adb)
Maximum content must not exceed:
0.3% (adb)
0.6% (adb)

Calorific Value
5,500 kcal/kg (adb)
Must not be less than:
5,300 kcal/kg (adb)
<5,000 kcal/kg (adb)

Size
0 x 50 mm
Must all be less than:
75mm

3.2 If coal quality as determined by the loading port analysis exceeds the limit as shown in Clause 3.1 but is less than the Rejection limit then the following penalties are to apply:

a) Total Moisture – for each percentage point (prorate for fractions) in excess of 33% the invoice weight shall be reduced by that percentage.

b) Ash – for each percentage point of ash in excess of 4% but less than 6% (prorate for fractions) a penalty of US$ 0.2 per 1 % shall apply.

c) Sulphur - for sulphur in excess of 0.4% but less than 0.6% for each 0.1% in excess of 0.4% (prorate for fractions) a penalty of US$ 0.2 per 0.1% shall apply.

d) Calorific value the price shall be a function of calorific value for levels above 5,000 kcal/kg (adb) according to the following formula:

Price = Agreed price/tonne x loading port CV

5,300 kcal/kg

3.3 If the Parties agree or as a result of the testing in Clause 3.1 it is determined, that the Coal exceeds the rejection limits set out in Clause 3.1 (“Non-Specification Coal”) regardless of whether or not Seller has notified Buyer that it is Non-Specification Coal, then:

a) If initiated by Buyer at its sole discretion, the Parties shall immediately discuss alternative terms of supply and may agree the price and the terms upon which Buyer shall purchase the Non-Specification Coal, whereupon Buyer shall purchase such Non-Specification Coal; or

b) Buyer may, if Buyer does not initiate such discussions or if the Parties fail to reach agreement in accordance with (a) above, reject the Non-Specification Coal, whereupon Seller shall immediately remove the Non-Specification Coal and Buyer shall not be obliged to pay for it.

3.4 At the Loading Port, Seller shall cause representative samples of the Coal to be taken from the shipment and arrange for such samples to be analysed by a qualified independent testing laboratory appointed by Seller and approved by Buyer.

The said samples shall be combined by the laboratory to form a composite sample and analysed in accordance with the Standard for each item specified in Clause 3.1.

Seller shall provide Buyer with a certificate from such laboratory within five working days showing the results of such analysis for each item in Clause 3.1 and such analysis shall constitute the basis for Seller's invoice. The cost of such analysis shall be for Seller's account.

4.0 WEIGHT DETERMINATION

4.1 The weight of each shipment of Coal shall be determined at the Loading Port by a survey of the vessel’s draft and utilizing vessel immersion scale weights to the nearest Tonne, conducted by a qualified independent agency appointed by the Seller and approved by the Buyer. The Certificate of Weight provided by the independent agency shall constitute the basis for the Sellers invoice, therefore determination of weight will be final at loading port. The cost of such weight determination shall be for the Sellers account.

4.2 Buyer shall be entitled to attend the draft survey, or appoint a recognised expert of its own choice at Buyer’s cost, to attend on its behalf, and they shall have access to all records hereof.

5.0 PRICE

5.1 The price of the Coal shall be calculated on the basis US$29/tonne FOB basis 5,500kcal/kg (adb) with prorate adjustment in price for calorific value greater than or less than 5,300 kcal/kg (adb).

6.0 PAYMENT

6.1 Payment to be by an irrevocable confirmed at sight letter of credit established for 110% of each cargo contract value through a prime international bank opened within 5 days after signing the contract. Such Letter of Credit shall be settled, accepted and approved by Buyer and Seller not less than 30 days prior to shipment date. Letter of credit to require, Seller’s commercial invoice, Bills of Lading, Certificate of Origin, Certificate of weight and Certificate of Quality.

6.2 Seller’s invoice shall be calculated based on the price as shown in clause 5.1, to give a value per Tonne of Coal (US$/Tonne). Any penalties for ash or sulphur are to be deducted from this price to arrive at the invoice price. The invoice price shall be further multiplied by the Tonnes delivered, as determined in accordance with clause 4.0 of this agreement to produce the invoice amount in US Dollars. The seller shall provide 3 original copies of invoices ; 2 copies original invoices to bank and 1 copy original invoice to the buyer.

6.2 Seller shall submit an invoice to Buyer by facsimile and by mail, accompanied by a copy of the Certificate of Weight and a copy of the Certificate of Analysis as soon as possible after the completion of delivery of the Coal. The invoice shall specify the amount of Coal delivered to Buyer, and the price of such Coal.

6.3 If Buyer disputes the accuracy of any invoice it shall notify the Seller accordingly. Such notice shall state the nature of the dispute, along with supporting details. The Buyer shall pay the undisputed amount. The Parties shall use all reasonable endeavours to settle the dispute as soon as practicable, failing which either Party may refer the dispute for determination by an expert in accordance with clause 17.2 and the expert shall determine the amount of the invoice for the purposes of this clause 6.3.

7.0 TITLE AND RISK OF LOSS

Property in and responsibility (including all risk of loss, damage or destruction and other liabilities and responsibilities implied by ownership) for Coal shall pass to Buyer upon delivery of such Coal to the Delivery Point.

8.0 SHIPPING AND DELIVERY REQUIREMENTS

8.1 The Buyer shall arrange for the utilisation of a single-deck geared bulk carrier suitable for the carriage of the Coal and suitable to load from barge at the Loading Port. All vessels to be equipped with grabs of sufficient size to achieve the loading rate and all necessary light for night work as on board.

8.2 The Buyer shall give a notice to the Seller containing the following information at least seven (7) Business Days prior to the expected date of arrival at the Loading Port of a vessel suitable for berthing and loading at the Loading Port and suitable for discharging at the Discharging Port at the agreed rate, as arranged by the Buyer in accordance with clause 8.1:

(a) Name and particulars of the vessel.

(b) Vessel’s expected date of arrival at the Loading Port.

(c) Quantity scheduled to be loaded.

The Seller shall confirm such notice, within one (1) Business Day after receipt thereof.

8.3 Buyer shall give to Seller 7 days, 3 days, 48 hours and 24 hours notice of the vessel’s estimated time of arrival at the Loading Port.

8.4 Based on the Buyer’s schedule of shipment and the advice of the vessel’s arrival, the Seller shall, before such arrival, complete necessary preparation for the loading of the Coal.

9.0 LOADING TERMS

9.1 The Buyer shall give a notice of readiness to load the vessel (“Notice of Readiness”) to the Seller, after arrival at the Loading Port on any day including Sundays and holidays providing the vessel is in all respects available and ready to load. Seller’s guarantee one safe port/anchorage where vessel shall always be afloat at the loading port.

9.2 Laytime calculations

a) Laytime for discharge shall commence twelve (12) hours after the Notice of Readiness is tendered, or upon commencement of discharge if sooner commenced, and shall be for a period of:

amount in days = total tonnage of the shipment /5,000

Laytime for loading shall be calculated on Bill of Lading quantity.

b) Laytime to cease on completion of loading.

c) Shifting time from anchorage (at the time the Pilot is onboard) to the loading anchorage shall not count towards Laytime, or, if the vessel is already on Demurrage, towards Demurrage.

d) In the event of the Seller’s failure to load full cargo on the arrival of the vessel at loadport, all losses including deadfreight, demurrage incurred shall be for Seller’s account. In case the loading of the vessel is interrupted for more than 72 consecutive hours for reason of cargo shortage and/or nor readiness of Seller’s customs/port/governmental documentation formalities, Buyer has the right to sail the vessel with cargo on board and Seller shall be responsible for direct and consequential losses on account of the same. If the vessel fails to arrive within 10 days from expiry of the agreed laydays, then the buyer will be responsible for storage cost, interest and associated direct costs incurred (including fee and demurrage of barges).

9.3 The Seller shall arrange for the cargo to be transported by barge to the side of the vessel, at an average rate of 5,000 Tonnes per weather working day, including Sundays and holidays provided vessel can load it at this rate with its own gear and grabs.

9.4 Demurrage and Despatch Money

a) The Seller shall be liable to pay to the Buyer all Demurrage charges calculated in accordance with the terms of this Agreement. Demurrage charges shall be paid in respect of time required to load the vessel in excess of Laytime at the rate of the relevant charter party per day (pro-rata) for all time in excess of Laytime.

b) The Buyer shall be liable to pay to the Seller Despatch in respect of time of Laytime saved in loading the vessel, at the rate of the relevant charter party per day (pro-rata) for Laytime saved.

9.5 The Seller or Buyer (as the case may be) shall notify the other Party by facsimile of the amount of Demurrage or Despatch due at the completion of loading of each shipment. The Seller or the Buyer (as the case may be) shall pay the other Party the Demurrage charge or Despatch bonus at the Discharging Port within thirty (30) days after completion of discharge.

10.0 AGENCY

The Seller and the Buyer, respectively, may appoint their agents to perform all or any part of their obligations hereunder. A Party that appoints an agent(s) to perform such obligations shall, as soon as is reasonably practicable, notify the other Party in writing specifying the name and contact details of the agent(s).

In such event, the Party who has appointed an agent shall be directly and unconditionally responsible to the other Party in all respects as to the acts of their agent performed within the scope of agency created.

11.0 INSURANCE

Seller shall provide insurance cover only for the coal delivery from loading port to safe anchorage point and buyer shall responsible for insurance cover from anchorage point to destination port. Seller shall maintain an adequate insurance policy with a reputable insurer to cover the replacement value of the Coal, for the period up to the delivery of the Coal at the Delivery Point, and shall ensure that Buyer is named as a co-insured on the insurance policy.

12.0 FORCE MAJEURE

A Party (“Affected Party”) will be relieved from the performance of its obligations under this agreement (but excluding the performance of an obligation to pay money) to the extent and for the duration that such performance is prevented through reduction of, or interference with the production, delivery, receipt or consumption of Coal by a cause beyond the control and without the fault or negligence of the Affected Party.

Causes or events relieving a Party from performance of its obligations, to the extent and for the duration of such causes or events shall include but not be limited to the following:

Acts of God or public enemies; acts of Government in either its sovereign or contractual capacity; Governmental restrictions or control on exports or imports; war, riots, fires, floods, strikes, lock-outs, epidemics and quarantine restrictions.

If such Force Majeure conditions or other circumstances beyond the control of the Affected Party occur or are likely to occur, the Affected Party shall notify the other Party promptly of the occurrence of such circumstances by facsimile.

The Affected Party shall use all reasonable endeavours to remove the cause of the delay, interruption or failure and to resume with the least possible delay its obligations in compliance with this agreement. Furthermore the Affected Party shall furnish the other Party with a progress report by facsimile, of the then current situation weekly or from time to time upon the request of the other Party.

13.0 ASSIGNMENT

This agreement is binding on and for the benefit of the Parties and their successors, transferees and assigns, but this agreement shall not be assigned or transferred by Seller or Buyer, in whole or in part, either voluntarily or by operation of law, without the written consent of the other Party being first obtained but such consent to assignment shall not be unreasonably withheld.

14.0 NOTICES

Any notice given by one Party to the other shall be in the English language and sent by facsimile, mail, email or by courier. Any notice sent by facsimile shall be deemed received on the day of transmission and any notice sent by mail or courier shall be deemed duly received on the seventh day following deposit in the mail or with courier, prepaid, and properly addressed as follows:

SELLER

PT. SSDK

Kintap. Tanah Laut

South Kalimantan

BUYER

xxxxxxxxx

15.0 WAIVER

Except as herein otherwise specifically provided, the failure of either Party to insist on strict performance of any provisions of this agreement or to take advantage of any right hereunder, shall not be construed as a waiver of such provisions or right or a waiver of any subsequent performance thereof.

16.0 REMEDIES CUMULATIVE

Remedies provided under this agreement shall be cumulative and in addition to other remedies provided by law.

The Parties agree that they will comply with the provisions of clause 17 prior to enforcing any other remedies provided by law.

17.0 GOVERNING LAW AND DISPUTE RESOLUTION

17.1 This agreement shall be governed by the law of the Republic of Indonesia.

17.2 If a dispute arises in relation to the quantity of Coal delivered under clause 4 or in relation to an invoice pursuant to clause 6, the dispute shall be determined by an expert and the following shall apply:

(a) A Party shall serve written notice on the other stating the subject matter and details of the dispute and requiring the dispute to be referred to the determination of an expert to be appointed by agreement between the Parties. Failing agreement within 10 days after the date of the notice, each party may appoint an arbitrator for settling the dispute.

(b) The expert/arbitrators shall give their determination within 10 working days and such determination shall be final and binding on the Parties. The costs of the expert shall be borne jointly by the Parties.

17.3 Except where it relates to the quantity of Coal delivered under clause 4, or to an invoice pursuant to clause 6, in which case clause 17.2 applies, any dispute or difference arising hereunder or in any way connected herewith is to be resolved by arbitration in accordance with the law of the Republic of Indonesia. The tribunal shall consist of three persons. The place of arbitration shall be in Surabaya / Jakarta.

18.0 END USER

Buyer warrants that the subject cargo is for end use by thermal coal users.

19.0 CONFIDENTIALITY

The Parties agree to keep all details of this transaction confidential.

SELLER BUYER

PT Surya Sakti Darma Kencana

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/
CONTRACT FOR SALE AND BUY COAL

Number : …./TTI-GCT/III/05
Date : , 2005

SELLER : PT. TTI

BUYER :

This agreement made on 2005 , between Buyer, a company incorporated under the laws of …………………………………. agrees to buy, and Seller a company incorporated under laws Republic of Indonesia, agrees to sell the following material on the under mentioned terms and conditions.

1. DEFINITIONS

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

a. “C” means degree(s) centigrade or degree(s) Celsius as defined in the “International System of Units”

b. “Coal”, “Luna Coal”, means Indonesian Steam Coal meeting the specifications set forth in this contract agreement.

c. “FOBT” means delivery Free On Board accordance with INCOTERMS last revision and Trimmed.

d. “Kcal” means Kilocalorie(s) as defined in the “International System of Units”
e. “Kg” means Kilogram(s) as defined in “International System of Units”
f. “mm” means millimeter as defined in “International System of Units”
h. “Port of Loading” means the port at which the coal is to be loaded at in Indonesia.
i. “Ton(s)”, “tonne(s)”, and “MT” means metric tonne of 1,000 Kgs as defined in “International System of Units”

l. A fraction of a tonne in any calculation shall be rounded up to the nearest tonne if such fraction is one half of a tonne or more and shall be rounded down otherwise
m. A fraction of a cent in any calculation shall be rounded up to the nearest cent if such fraction is one half of a cent or more and shall be rounded down otherwise.
n. “Working day” means a day upon which business is regularly transacted and unless expressly stated, the term “day” shall be deemed to mean “calendar day”.
o. “Major Indonesian Holidays” means 2 Days of Idul Fitri, 1 day of Good Friday, Idul
Adha, Independence Day and Christmas Day

2. COMMODITY AND QUANTITY

2.1. Commodity : Indonesian Steam Coal in Bulk
2.2. Quantity : 120,000 MT/ month x 12 (Combined GCV 5700, 5500 )
3. SHIPMENT

The commodity is to be shipped within ……………… 2005, in the following terms:

• Term basis : FOB, Stowaged and Trimmed Vessel at Loading Port

• Origin : Indonesia

• Loading Port : Muara Satui Anchorage, South Kalimantan, Indonesia.

4. SPECIFICATIONS OF COAL

On Air Dried Basis, (ADB) unless otherwise stated:

Total Moisture (ARB) 27 %

Inherent Moisture 17 % max

Ash Content 7 % max

Volatile Matter 40 % approx

Fixed Carbon By difference

Total Sulfur 1. % max

Gross Calorific Value 5,700 kcal/kg

H.G.I. 48 min

Size: 0 x 50 mm

Or

Total Moisture (ARB) 30 %

Inherent Moisture 19 % max

Ash Content 7 % max

Volatile Matter 40 % approx

Fixed Carbon By difference

Total Sulfur 0.7% max

Gross Calorific Value 5,500 kcal/kg

H.G.I. 55 min

Size: 0 x 50 mm

5. UNIT PRICE AND PRICE ADJUSTMENT

5.1 A. Base Price of Coal GCV 5700 Kcal/Kg

US$ 33/ MT FOBST Vessel at Loading Port, Muara Satui Anchorage, South Kalimantan, Indonesia basis 5,700 kcal/kg (Air Dried Basis) and Total Moisture B/L weight reduction above 27% (As Received Basis).

5.1.B. Base Price of Coal GCV 5500 Kcal/Kg

US$ 30/ MT FOBST Vessel at Loading Port, Muara Satui Anchorage, South Kalimantan, Indonesia basis 5,500 kcal/kg (Air Dried Basis) and Total Moisture B/L weight reduction above 30% (As Received Basis)

5.2 A. Price Adjustment On Coal Quality Of Coal GCV 5700 Total Moisture (As Received Basis):

If Total Moisture on As Received Basis is in excess of 27%, then invoice weight of the coal is to be determined as per following formula:

Invoice Weight = (127 - Actual TM) x B/L weight

100
No premium or adjustment to apply if the actual TM content of the Coal is less than the guaranteed TM on As Received Basis for each shipment.

Gross Calorific Value (Air Dried Basis):
Bonus or Penalty will be applicable for GCV (ADB) value higher or lower than 5,700kcal/kg (ADB) under the below formula:

Adjusted Unit Price (USD/MT) = Base Price x Actual GCV (ADB)
5,700
5.2.B Price Adjustment on Coal Quality of Coal GCV 5500

Total Moisture (As Received Basis):
If Total Moisture on As Received Basis is in excess of 30%, then invoice weight of the coal is to be determined as per following formula:

Invoice Weight = (130 - Actual TM) x B/L weight

100
No premium or adjustment to apply if the actual TM content of the Coal is less than the guaranteed TM on As Received Basis for each shipment.

Gross Calorific Value (Air Dried Basis):
Bonus or Penalty will be applicable for GCV (ADB) value higher or lower than 5,500kcal/kg (ADB) under the below formula:

Adjusted Unit Price (USD/MT) = Base Price x Actual GCV (ADB)
5,500

6. SHIPPING TERMS
6.1. Loading rate : 7,000 MT PWWD SHINC, except the Indonesian super holiday as stipulated in the clause 1.o. and any special date declared and determined by the Government of the Republic of Indonesia as special holiday for a particular reason such as “election day”.

6.2. Vessel Nomination to be tendered by the Buyer 15 days prior to earliest date of laycan date at port of loading and to be responded by Seller within 24 hours.

6.3. Laytime to commence 12 hours after Notice of Readiness is tendered unless sooner commence loading.

6.4. Notice of Readiness (N.O.R) to be tendered by fax/cable during office hours Monday to Friday : 09.00 – 17.00 hours, Saturday : 09.00 – 12.00 hours Jakarta Time.
6.5. Demurrage and dispatch rate as per relevant Charter Party subject to acceptance and agreed by the Seller. Dispatch is half demurrage rate. Demurrage will only applicable if loading rate result as per laytime calculation under 8000 mt per day.

6.6. Calculation of Demurrage/Dispatch is based on Statement of Fact (SOF) issued by the vessel agent at loading port. Result of demurrage or dispatch calculation and dead-freight, if any, must be settled by Telegraphic Transfer, out of payment mechanism of Letter of Credit within 45 days after the B/L date.

6.7. Notice of Arrival (N.O.A) ETA loading port 10,7,5,4,3,2,1 day notices must be tendered, failing which N.O.R to be accepted at the event Seller ready to load the vessel. In this respect, laytime to be started counting at the moment of the first coal onboard.

6.8. Vessel to be have sufficient gears / cranes with 8 CBM grabs minimum for sufficient lifting capacity to achieve the Loading Rate as above.

6.9. In the event slower loading due to ship’s gears and grabs problem, which is not caused by stevedoring fault or negligence, then the loading rate should be calculated pro rata per the guaranteed load rate.

7. INSPECTION
7.1 Seller shall at their own cost appoint PT. Geoservices Ltd., an independent, international surveyor which is mutually agreed between Buyer and Seller to carry out at the loading port the sampling and analysis of the coal shipment. The analysis results to be determined at loading port will be treated as final and binding as to the quality of the coal for settlement.
Each representative sample shall be divided into three parts to provide:
- One sample for shipment analysis.
- One sample for the Buyer, to be either placed onboard the vessel or couriered to the buyer directly.

- One sample which shall be retained by an independent surveyor in a suitable airtight container properly sealed and labeled until 90 (ninety) days after the loading of the vessel.

7.2 In the event that either party wishes to challenge the result of any analysis made at the port of loading. It shall do so within 30 (thirty) working days from shipment being discharged at discharging port. In such event the umpire sample taken at the loading port shall be sent to an independent laboratory agreed by both parties.
The costs and expenses of such further analysis shall be borne by the party requesting such analysis.
7.3 In the event that the results of the reanalysis are deviating considerably from the first analysis report or should one party prove any inaccuracy in taking the samples or the analyzing, both parties will discuss in good faith to clarify the situation and agree on a new analysis result for invoicing purposes at the result within the tolerance value of the ASTM standards.

7.4 The Seller agrees that the Buyer’s representative to be allowed to be present at the loading port to observe the loading and sampling if required.

8. DETERMINATION OF QUANTITY

Seller shall at its cost, determine the weight or the shipment at the port of loading by means of draft survey which shall be conducted by PT.Geoservices Ltd., independent marine surveyor at the loading port who will issue the Certificate of Weight and the Draft Survey Report which will be treated as final and binding for settlement.

9. PAYMENT AND L/C INSTRUCTIONS

100% of cargo value to be paid at sight by an irrevocable, Letter of Credit from a first class international bank acceptable to Seller. The clean and workable Letter of Credit shall be received by the seller 15 days prior to the first date of the agreed laycan period. All charges out of Indonesia for Buyer’s account.
L/C payable against following set of original documents:
· Seller’s signed and stamped commercial invoice in triplicate showing details of calculation.
· Full set of original clean on board Charter Party Bill of Lading marked “Freight Payable as per Charter Party”.
· Certificate of Sampling and Analysis in 1 original plus 2 copies issued by an independent surveyor
· Certificate of Origin issued by the Ministry of Industry and Trade in South Kalimantan, Indonesia or any relevant authority
· Certificate of Weight in 1 original plus 2 copies issued by an independent surveyor

· Draft Survey Report in 1 original plus 2 copies issued by an independent surveyor

Additional Documentary Instructions:

· TT reimbursement is allowed

· Freely negotiable with any bank ( unrestricted Letter of Credit )

· Tolerance on L/C amount and Quantity is plus/minus 10(ten) percent.

· All charges outside of Indonesia for Buyer’s account.

· Third party documents except commercial invoice and draft (bill of exchange) is acceptable.

· Charter Party B/L is acceptable.

· The Seller shall fax copies of Bill of Lading within 3 working days after the Bill of Lading date.

· Other documents shall be faxed within 5 working days after Bill of Lading.

· L/C overdrawn due to commercial invoice amount adjustment based on coal quality is acceptable

10. TAXES, DUTIES, ETC.

All export taxes, duties, levies, dues, other fees of authorities, customs fees etc. on the coal discharging from barge(s) to the vessel, if any, at the anchorage point shall be to the Seller’s account.

11. TITLE AND RISK

11.1. The title in respect of coal being bought shall pass from the Seller to the Buyer

at the moment of payment from Buyer to Seller through Letter of credit payment mechanism settled as stipulated at article 9.

11.2. The title in risk of coal being bought shall pass from the Seller to the Buyer

at the moment the coal on board of the Vessel at loading port.

12. INSURANCE

To be provided by the Buyer.

13. FORCE MAJEURE

In the event of contingency beyond the control of either party and without its faults or negligence, including but not restricted to acts of the public enemy, acts of the foreign government, fires, floods, epidemics, quarantined restrictions, strikes and freight embargoes and from which the affected party cannot reasonably relieve itself by giving security or otherwise, the contract shall be suspended until such causes come to exists. If the state force majeure persist more than 60 days, the contract shall be considered to be cancelled with regards to the undelivered portion. In order the provisions of this clause become operative, the party of the contract affected by the force majeure conditions must furnish the other party with written notice about the mature and extent of the condition, promptly.

14. AMENDMENTS

Any amendments of this contract shall be in the form of an addendum in writing to be signed by Buyer and Seller. Such addendum if so signed shall thereafter form an integral part of this contract.

15. LAWS/ARBITRATION

This contract shall be governed by the Republic of Indonesia laws. Any dispute arising during execution of this contract shall be settled amicably by mutual agreement between the contracting parties. Should no agreement be reached within 30 days, then the dispute shall be submitted for settlement to the arbitration of the International Chamber of Commerce or the Foreign Trade Arbitration Commission in Third Country by one or more arbitrators appointed in accordance with the rules.

This contract is to be kept strictly private and confidential.
To signify understanding, agreement and acceptance of all terms and conditions above, both parties have hereto fixed signatures below.

Buyer: Seller :

PT. TTI

Name : ___________ Name : ________________

indo coal offer export newspaper;