SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAR 5500-5300 KCAL/KG

SALE AND PURCHASE AGREEMENT

FOR STEAM COAL
GAR 5500-5300 KCAL/KG
TERMS: CFR Mongla and Chattogram Port, Bangladesh

BETWEEN

NEW JOY ENTERPRISE LTD.

(BUYER)

And

PT. BINTANG HAPOSAN PERSADA

(SELLER)
With

PT. MARIANA JAYA INTERNATIONAL

(CO SELLER)
With

SUCCESS MARK CORPORATION LIMITED

(LC BENEFICIARY)

(Contract No: 012-SPA/NOA-BHP-MJI-SMCL/GAR 5500/II/2023)

BUYER’S INITIAL: LC BENEFICIARY’S INITIAL: SELLER’S INITIAL: CO SELLER’S INITIAL:

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 SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAR 5500-5300 KCAL/KG

This Sale and Purchase Agreement (the “Agreement”) is agreed on 11th of February 2023 by both
parties as follows:

Between:

PT. BINTANG HAPOSAN PERSADA a company incorporated under the laws of Indonesia, having its
registered office address at Jl. Giri Mukti No.05 RT.018 Tanah Merah, Samarinda Utara, Kota
Samarinda, Kalimantan Timur, Indonesia represented by Mr. Handy Yanto as the Director and
therefore is acting for and on behalf of the company, hereinafter referred to as “SELLER”.

PT. MARIANA JAYA INTERNASIONAL a company incorporated under the laws of Indonesia, having its
registered office address at Jl. Untung Suropati, Komplek Mahakam Square Blok C-21 Kel. Karang
asam Ulu, Kec. Sungai Kunjang, Samarinda - Kalimantan Timur, Indonesia represented by Mr. La
Ode Bensar L -atief as the Director and therefore is acting for and on behalf of the company, hereinafter
referred to as “CO SELLER”.

SUCCESS MARK CORPORATION LIMITED a company incorporated under the laws of Hong Kong, having
its registered office address at Unit 1213, 12F, Houston Centre No. 63 Mody Rd, Tsim Sha Tsui,
Kowloon, Hong Kong represented by Mr. Narinderkoemar Kuldip Singh as the CEO and therefore is
acting for and on behalf of the company, hereinafter referred to as “LC BENEFICIARY”.

And

NEW JOY ENTERPRISE LTD., a Company incorporated under the laws of Bangladesh, having its principal
place of business at Queen’s Garden Point (5th Floor) 15, New Eskaton Road (Rashed. Khan Menon
Road), Boro Mogbazar Dhaka-1217, Bangladesh. (hereinafter called “BUYER”).

WHEREAS, SELLER intends to sell certain quantities of Coal to BUYER as set forth herein: and

WHEREAS, BUYER intends to purchase certain quantities of Coal from SELLER as set forth herein:

NOW THEREFORE, the SELLER agrees to sell to BUYER and the BUYER agrees to buy from SELLER the
material specified below as per mentioned terms and conditions:

ARTICLE 1
DEFINITIONS

In this AGREEMENT, unless the context otherwise requires, the following terms shall respectively have the
following meaning:
Glossary of terms applicable for this contract.

a) “ADB” means Air Dried Basis

b) “ARB” means As Received Basis

c) “ASTM” means the American Society for Testing and Materials.

d) “B/L” means Bill of Lading;

e) “Coal” means the commodity set out in Article 3 complying with the specification in Article 4 or which
is otherwise accepted by the Buyer.

f) “Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer to the currency of the
United States of America.

BUYER’S INITIAL: LC BENEFICIARY’S INITIAL: SELLER’S INITIAL: CO SELLER’S INITIAL:

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g) “ETA” means expected time & date of arrival.

h) “%” means PERCENTAGE

i) “CFR” means COST & FREIGHT as per Incoterm 2010 with caveat that any demurrage at load port on
account of Seller and any Demurrage at Discharge port tob e on account of Buyer.

j) “Demurrage” Means a charge payable in the event the Seller is unable to complete Loading a ship
within Laytime. And also when the Buyer is unable to complete discharging within the stipulated
laytime.

k) “Ton” (s), “Tonne (s)”, and “MT” means metric tonne of 1,000 Kgs as defined in “International
System of Units”.
l) “Price” shall mean the price for invoicing purposes expressed in US Dollars with any calculated price
rounded up or down to the nearest cent.

m) “kcal” means Kilocalorie (s) as defined in the “International System of Units”.

n) “kg” means Kilogram (s) as defined in “International System of Units”.

o) “GCV” means GROSS CALORIFIC VALUE “International System of Units”.

p) “NCV” mean NET CALORIFIC VALUE “International System of Units”.

q) “NOR” means NOTICE OF READINESS

r) “mm” means Millimeter as defined in “International System of Units”.

s) “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”.

t) “Pratique” means permission to do business at a port by a ship that has complied with all applicable
local health regulations.

u) “Laytime” means time allowed to load the cargo on to the mother vessel.

v) “Despatch” means the charge payable in the event the Seller complete loading/discharging the ship
before the end of Laytime

w) “WWDSHINC” Weather Working Day Sunday and Holiday included means day of 24 consecutive
hours including Sunday and Holiday on which work in loading coal on board a vessel may be carried
out without loss of time due to the weather.

x) “WIBON” mean WHETHER IN BERTH OR NOT, “WICCON” means WHETHER IN CUSTOMS

CLEARANCE OR NOT, “WIFPON” means WHETHER IN FREE PRATIQUE OR NOT

y) “Statement of Facts” means a statement prepared by the ship agent at the port of loading which
shows the date and time of arrival of the vessel and the commencement and completion of loading. It
details the quantity of cargo loaded each day, the hours worked and the hours stopped with the
reasons of stoppages.

BUYER’S INITIAL: LC BENEFICIARY’S INITIAL: SELLER’S INITIAL: CO SELLER’S INITIAL:

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z) “Independent Surveyor“ - Should be PT. SGS Indonesia, PT. IOL Indonesia, PT. LEON Testing and
Consultancy or PT. Triyasa Pirsa Utama.
ARTICLE 2
TERMS OF AGREEMENT

SELLER and BUYER (hereinafter referred) to as PARTIES or THE PARTIES hereby agree that the term of this
AGREEMENT shall commence from the date of signing of this AGREEMENT until the sale and purchase of the
contracted quantity under this AGREEMENT has been fully performed by THE PARTIES or until both PARTIES
mutually agree to terminate this AGREEMENT, whichever comes earlier.

ARTICLE 3
COMMODITY - QUANTITY AND DELIVERY

3.1 Commodity
Indonesian Steam (Non Coking) Coal in Bulk.

3.2 Quantity
The Contract quantity of the Coal shall be delivered 32,000 Metric Tons per each Vessel.
Quantity can be decreased or increased by up to plus or minus ten percent (+/-10 %) for shipping
tolerance as per vessel requirements.

3.3 Shipment
The latest date of laycan is 30 days, upon receipt of clean workable L/C at the Seller’s /Seller’s bank.

First laycan is in Mid ~ End of March, 2023 and next delivery of coal will be continue as per further
discussion.

ARTICLE 4
GUARANTEED SPECIFICATION

The Product shall be delivered and analyzed according to AMERICAN SOCIETY TESTING AND MATERIALS
(ASTM) Standards and shall confirm the specifications before loading as following:

SPECIFICATION BASIS CONTRACT SPECIFICATION REJECT

Total Moisture ARB 18% - 22% >22%

Inherent Moisture ADB 13% Approx -
Ash Content ADB 8% - 10% >12%
Sulfur Content ADB 0.5 % - 2,5% >2.5%
Volatile Matter ADB 35%-45% -
Hard Grove Index IP 40-45 Approx -
Fixed Carbon ADB By Difference -
Size 0-100 mm - Crushed -
Gross Calorific Value ARB 5,500-5300 kcal/kg <5,300 kcal/kg
Ash Fusion Temperature C 1250OC

ARTICLE 5
PRICE

5.1 BASE PRICE is USD 133 (FOB 108 + Freight 25) per Metric Tons for GCV (ARB) 5500-5300
Kcal/Kg, CFR Mongla and Chattogram Port, Bangladesh. The price is inclusive of all taxes imposed by
BUYER’S INITIAL: LC BENEFICIARY’S INITIAL: SELLER’S INITIAL: CO SELLER’S INITIAL:
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the Government of Indonesia applicable as of the date of signing of this contract.

5.2 The total amount of first shipment is USD 4,256,000 (Say in United States Dollars Four Million Two
Hundred and Fifty Six Thousand only) CFR Mongla and Chattogram port, Bangladesh for the quantity
32,000 MT (+/-10%), basis on Gross Calorific Value of 5500-5300 kcal/kg (ARB).

5.3 In the event that the discharge port is not located at inland Port or cannot facilitate the berthing of
Handymax or require to use smaller size vessel, the Ocean Freight will be adjusted as and when
necessary and to be agreed by PARTIES.

ARTICLE 6
PRICE ADJUSTMENT BASED ON QUALITY

In the event the quality of coal supplied as determined by Independent Surveyor at the Loading Anchorage,
based on sample extracted and analyzed in accordance with ASTM standards in respect to the Total Moisture,
Ash, Sulphur, based on Gross Calorific Value (ARB) vary from the specifications set out in Article 4, adjustment
for the payment shall be made in accordance with such inspection result from the Loading Anchorage with the
following provisions:

6.1 Gross Calorific Value GCV (ARB)

If the Gross Calorific Value (GCV) on as received basis (ARB) of a shipment of Coal, as
determined by the independent inspection authority, is less than 5300 kcal/kg, the FOB price shall be
adjusted on the following formula:

FOB Price x actual GCV (ARB)

Adjusted FOB Price / MT =
5300 Kcal/kg

ARTICLE 7
WEIGHT & QUALITY DETERMINATION

7.1 Weight
The cargo weight of each shipment shall be calculated on the basis of draft surveys conducted at the
load port by Independent Surveyor. The weight so determined on the basis of draft survey report
submitted by Independent Surveyor appointed and agreed by both “PARTIES” shall be final and
binding upon seller and buyer for the purpose of this contract and shall form the basis of settlement
unless adjustment is required in accordance with the clause no 10 of this contract. The cost of draft
surveys at load port shall be for the account of the seller.

7.2 Coal Quality

At the Loading Anchorage sampling and analysis of the coal shipments shall be conducted by
Independent Surveyor. Independent Surveyor shall provide the corresponding Certificate of Sampling
and Analysis for the entire cargo loaded at Loading Anchorage. Such coal quality determination at
Loading Anchorage shall be final and binding upon SELLER and BUYER for invoicing purpose and
settlement of payment of each shipment under this contract, unless adjustment is required in
accordance with Article 6 hereof.

7.3 The sample shall be extracted and analyzed in accordance with ASTM standards. The cargo
composite sample shall be divided into 2 parts to provide:

- 1 (one) sample of cargo analysis

- 1 (one) umpire sample which shall be retained by Independent Surveyor until 30 (Thirty) days
after completion of loading.

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The costs for sampling and analysis shall be for the account of SELLER.

7.4 The BUYER has the right to require the Load Anchorage Umpire Analysis giving written notice to the
SELLER. The samples to be sent to an Independent Surveyor Company appointed by the BUYER but
to be mutually agreed between the BUYER and the SELLER and Cost of additional analysis of the
umpire sample shall be borne by the requesting party.

7.5 The BUYER shall have the right, at his own cost, to depute their representatives or appoint any other
independent Surveyors to witness the loading operations at the time of shipment on board Mother
Vessel.

ARTICLE 8
BASIC CONDITIONS CONCERNING DELIVERY AND TRANSANCHORAGEATION

8.1 Obligation Of BUYER:

BUYER shall be fully responsible for the arrangement of BERTHING and DISCHARGE of Coal at the
Discharge Point and shall arrange for vessels to enter and leave Discharge Point.

Buyer guarantees a safe arrival draft at the discharging Anchorage to accommodate each vessel of
32,000 MT +/- 10% as per article 3.

8.2 Obligation Of SELLER

SELLER shall complete the necessary preparation for DELIVERY of Coal to THE BUYER’S DISCHARGE
Point, in accordance with Article 9.

ARTICLE 9
SHIPPING SCHEDULES

9.1 At least 10 (Ten) days prior to the first day of proposed month of the shipment, SELLER shall
nominate the timing of shipment (Laycan) and the quantity of coal to be loaded, for approval by
BUYER within 5 (Five) working days after signing the contract.

9.2 At least 8 (Eight) days prior to the Estimated Time of Arrival of the vessel at DISCHARGE Point,
SELLER shall advise the vessel to BUYER, for acknowledgement by BUYER. Within 1 (one) working day
after receipt of acknowledgement, a fixed shipping schedule for that vessel will be advised. Such
schedule shall specify:
a) The tonnage of Coal to be loaded on board that vessel;
b) The name of that vessel and its particulars;
c) The Estimated Time of Arrival (ETA) for that vessel; and
d) Demurrage/Dispatch rate,
e) Discharge Rate

9.3 The quantity of Coal to be loaded into the vessel may be varied by 10% (ten percent) more or less of
the notified quantity at the discretion of the vessels master, subject to the maximum tonnage to be
sold and purchased as specified in Article 3

9.4 SELLER shall ensure that the seller / master of the SELLER’s vessel/ or its agent shall advise - in
writing (e-mail, facsimile or telex) or by radio to BUYER or a person designated by BUYER or its Agent
- its estimated time of arrival at the DISCHARGE Point 7 (seven) days, 5 (five) days, 3 (three) days
and 24 (twenty four) hours before SELLER’s vessel is expected to arrive.

9.5 In the event that any Force Majeure conditions occur or are likely to occur regardless whether
declared or not in accordance with Article 15 the treatment of the scheduled vessel may be discussed
in good faith by BUYER and SELLER. However, once Force Majeure is declared in accordance with
Article 14 by SELLER and if there appears, in the mutual opinion of both BUYER and SELLER, little

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likelihood for early conclusion to the Force Majeure condition, BUYER shall have the option to cancel
any scheduled vessel under this AGREEMENT or divert it to other Anchorage (s) subject to Article 14.3.

9.6 BUYER and SELLER shall use their best efforts to normalize shipping schedules as soon as possible
after removal of Force Majeure.

ARTICLE 10
DISCHARGING TERMS

10.1 LOADING ANCHORAGE

MUARA BERAU ANCHORAGE, EAST KALIMANTAN, INDONESIA.
The anchorage point of Indonesia, is under the control of the SELLER

10.2 DISCHARGE POINT

DISCHARGE Point of Vessel is under the control of BUYER. Vessel shall comply with requirements at
the DISCHARGE Point as stipulated from time to time by those authorities or any other relevant
authority at the DISCHARGE Point. DISCHARGE Point specifications for the coal as advised are:
10.2.a DISCHARGE rate : 3500 MT PWWD SHINC
DISCHARGE Anchorage : Mongla and Chattogram Port, Bangladesh
Arrival date : To be advised in accordance to Article 9.2

10.2.b Age of Vessel : Less than 25 (Twenty-Five) years

Geared Vessel [if needed] : 4 x 25 MT Cranes
Grabs [if needed] : 4 x 8 CBM

10.2.c BUYER shall exert its best efforts to have the Discharge Point fulfill their obligation to
maintain the above specifications.

10.2.d BUYER at its own expense shall unload Coal in bulk, off vessel at Discharge Point free of all
risk and damage to SELLER and vessel.

10.3 SHIPPING ARRANGEMENT

10.3.a The SELLER pays for mother vessels which SELLER choice with agreed BUYER within the
dimensions stipulated above clause 10.2

10.3.b The mother vessel is SELLER choice as a result SELLER will have responsibility for risks that
appears because of the mother vessel condition.

10.3.c Insurance of the cargo becomes the Buyer responsibility.

10.3.d The SELLER shall arrange vessels as stipulated in above (a) to be fully loaded with the coals
defined under this AGREEMENT.

10.4 NOTICE OF READINESS FOR DISCHARGING

10.4.a The BUYER shall intimate the SELLER by email / fax latest by 10 days before the Estimated
Time of Arrival of the vessel at DISCHARGE Point, the name and the address of the party on
whom the Notice of Readiness of the Vessel for discharge of the coal shall be served by the
Master of the Vessel at the DISCHARGE Point. NOR to be tendered at discharge Anchorage
ATDNSHINC.

10.4.b The BUYER shall forward to the SELLER within Three (3) calendar days from the date of
completion of discharge of the coal:
a. Copy of the Notice of Readiness of the vessel for discharge of cargo served by the

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Master of the Vessel duly accepted by BUYER / the Agent

b. Statement of Facts duly signed by the Master / Agent / Buyer, BUYER shall ensure that
the Statement of Facts is signed by all concerned immediately but not later than 72
[Seventy-Two] hours after completion of discharge of the coal and Time Sheet.

10.5 LAY TIME

Lay time shall commence 12 (twelve) hours after the vessel tenders NOR unless sooner commenced.
If the vessel is compelled to wait for berth at DISCHARGE Point, shifting time from anchorage point to
berth shall not count as lay time, unless the vessel is on demurrage.

In case of vessel reaching discharge port before the documents arrive at the buyer's bank counters,
discharging of vessel to be allowed against LOI form owners.

Time lost by the following causes shall not count as lay time:
10.5.a Unloading interruption due to wind, rain, fog, or other natural causes, and interruptions due
to cleaning being required after rain.

10.5.b Delays due to breakdown of the vessels loading equipment(s), ballasting equipment(s) or
lighting equipment(s), or delays due to the vessel’s requirement(s) to change stowage plan or
loading sequences, or to have special trimming.

10.5.c Shifting time due to the vessel’s requirements (shifting time due to BUYER’s requirement
shall count as lay time).

10.5.d Shifting time from anchorage to unloading berth, time lost due to berthing operations and
preparations by the vessel to berth, and time taken for completion of pratique at anchorage
or after berthing.

10.5.e Excess time resulting from the vessel arriving at Anchorage Point / Discharge Anchorage prior
to the lay days agreed between the BUYER and the SELLER, provided however that in case
the BUYER can arrange to unload prior to such lay days, time actually used for unloading shall
count as lay time.

10.5.f Time lost due to the causes stipulated in Article 15 herein. Provided that the BUYER or the
BUYER’s representative declares to the master of the vessel or his agent the situation is one
of the Force Majeure events pursuant to Article 15, the time from when Force Majeure is
declared to when the Force Majeure event terminates shall not count as lay time. However,
the time from when Force Majeure event(s) occur(s) to when Force Majeure is declared shall
count as lay time.

10.5.g Notwithstanding the provisions stipulated in above (a), (b), (c), (d), (e), and (f) after the
SELLER’s vessel is on demurrage, all time lost shall continuously count as lay time, including
the case when Force Majeure is declared after the vessel is on demurrage.

10.6 UNLOADING RATE

BUYER shall unload the coal OFF THE vessel at the average rates of 3500 metric tons per weather
working day, Sundays and a public holiday or a local holiday included (WWDSHINC) except Major
Holidays basis vessel.

10.7 DEMURRAGE / DISPATCH AT DISCHARGE POINT

10.7.a Lay time calculation will be made by SELLER based on Statement of Facts (SOF) issued and
duly signed by all parties including master of the vessel, vessel agent, buyer etc.

10.7.b Allowable lay time shall be calculated by dividing the actual loaded B/L quantity by the
unloading rate specified in Article 10.6.
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10.7.c Allowable lay time shall be expressed to the fifth decimal place, with the sixth decimal place
being rounded up if five or greater and rounded down otherwise.

Demurrage money shall be paid by the BUYER to the SELLER for time lost after expiration of allowable lay
time at the rates provided hereunder while dispatch shall be paid by the SELLER to the BUYER at
discharging Anchorage.

10.7.d Such money shall be settled between the BUYER and the SELLER within 5 (five) days after the
completion of the vessel subject to the parties having reached agreement on the amount of
such demurrage or dispatch money and shall not form any part of the payment as provided
for in Article 11 hereof.

10.7.e Both parties are agreed for Demurrage rate USD 12,000 per day and Discharge rate 3500 MT
per day.

10.8 SHIPPING TOLERANCE

The master of the vessel shall be entitled to increase or decrease the quantity of the coal to be loaded
onto a vessel within the range of +/- 10 % (such range shall be in hereinafter called “Shipping
Tolerance”). However, the quantity of the coal to be loaded onto a vessel shall mean the tonnage
notified by the SELLER to the BUYER and confirmed in accordance with the provisions of Article 3 &7.

10.9 Should the basic conditions at the DISCHARGE Point change, and should the provisions of this Article
10 become inconsistent with the customs and practices prevailing in the DISCHARGE Point, the
unloading terms as set out herein shall be reviewed at the request of either the BUYER or the SELLER
and any change to the unloading terms herein shall be mutually agreed.

10.10 BUYER can send their representative to the loading Anchorage to witness the loading operation,
sampling and analysis of cargo, if required, at BUYER’s cost and risk. The result or BUYER’s
representative opinion is for BUYER’s record only, not for invoicing purpose. The basis invoicing and
payment settlement of this contract is based on result of The Independent Surveyor at loading
Anchorage accordance with COAL ASTM Standards, unless adjustment is required in accordance with
Article 6 hereof.

10.11 The Stevedore at load port to be appointed by the Seller and unloading port to be appointed by the
buyer at their risk and expense. Vessel Owner's will claim for stevedore damage (if any) at the loading
or unloading port. It’s to be settled between stevedore and vessel owner. Notice of such damages
shall be given by the ship master and confirmed by stevedores within twenty-four (24) hours of
occurrence of damage or latest prior to sailing of vessel.

ARTICLE 11
PAYMENT TERMS

11.1 BUYER shall establish through a reputable Bank, a Documentary Irrevocable, Non-Transferable Letter
of Credit At sight covered 100 % (One Hundred Percent) of net invoice value including a plus/minus
10% loading tolerance, in favor of SELLER or their Associate within 5 Banking Days from the date of
signing this Contract and strictly as per LC draft.

11.2 Banking details: Seller / LC Beneficiary:

Beneficiary Name : SUCCESS MARK CORPORATION LIMITED

Beneficiary Address : Unit 1213, 12F, Houston Centre No. 63
Mody Rd, Tsim Sha Tsui, Kowloon, Hong Kong
BANK NAME : HSBC BANK
BANK ADDRESS : #1 Queen’s Rd, Central Hong Kong
ACCOUNT NO. : 817700156838
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SWIFT CODE/BIC : HSBCHKHHHKH

Buyer’s Bank Information

Issuer Name : NEW JOY ENTERPRISE LTD.

Issuer Address : Queen’s Garden Point (5th Floor) 15, New Eskaton Road (Rashed. Khan
Menon Road), Boro Mogbazar Dhaka-1217, Bangladesh.
BANK NAME : UNION TRADE BANK LTD
BANK ADDRESS : Ashley House, 235-239 High Road, Wood Green London N22 8HF, UK
PHONE BANK :
ACCOUNT NO. :
SWIFT CODE/BIC :

11.3 L/C to be payable to SELLER’s bank on presentation for the amount of 100% of the value of shipment,
against the presentation of following documents:
a. COMMERCIAL INVOICE IN 3 ORIGINAL AND 3 COPIES CALCULATED BASED ON THE
CERTIFICATE OF SAMPLING AND ANALYSIS ISSUED BY INDEPENDENT SURVEYOR AT
LOADING ANCHORAGE AFTER THE PRICE ADJUSTMENT, IF ANY.
b. FULL SET OF 3/3 ORIGINAL CLEAN ON BOARD AND THREE NON-NEGOTIABLE CHARTER
PARTY BILL OF LADING MARKED "FREIGHT PAYABLE AS PER CHARTER PARTY" MADE OUT
TO … AND NOTIFYING ….
c. CERTIFICATE OF SAMPLING AND ANALYSIS IN 1 (ONE) ORIGINAL AND 3 (THREE) COPIES
ISSUED BY INDEPENDENT SURVEYOR AT LOADING ANCHORAGE.
d. CERTIFICATE OF WEIGHT IN 1 (ONE) ORIGINAL AND 3 (THREE) COPIES ISSUED BY THE
INDEPENDENT SURVEYOR AT LOADING ANCHORAGE.
e. DRAFT SURVEY REPORT IN 1 (ONE) ORIGINAL AND 3 (THREE) COPIES ISSUED BY
INDEPENDENT SURVEYOR AT LOADING ANCHORAGE.
f. CERTIFICATES OF ORIGIN FORM B IN 1 (ONE) ORIGINAL AND 3 (THREE) COPIES ISSUED BY
THE RELEVANT GOVERNMENT AUTHORITY IN REPUBLIC OF INDONESIA.
g. CERTIFICATE OF BENEFICIARY INDICATING THAT THE FULL SET OF DOCUMENTS HAS
FAXED OR EMAILED TO APPLICANT AT FAX. NUMBER ___ OR EMAIL ADDRESS ___ WITHIN
10 WORKING DAYS AFTER B/L DATE, SHOWING L/C NUMBER, NAME OF COMMODITY,
QUANTITY / WEIGHT, VESSEL NAME, SHIPMENT DATE, INVOICE VALUE BEFORE PRICE
ADJUSTMENT, B/L NUMBER, CONTRACT NUMBER, ETA OF THE VESSEL AT THE
DISCHARGING ANCHORAGE.

11.4 The SELLER shall fax or email copies of one set of non-negotiable documents to the BUYER within 7
(Seven) banking days after the date of shipment and before the vessel’s arrival.

11.5 The Sight Letter of Credit shall be issued in accordance with and governed by UCP 600 and shall be
freely available with the Seller’s nominated bank as may be notified by the Seller to the Buyer in
writing by negotiation or payment.

11.6 Letter of Credit must state Additional instruction:

11.6.a. THE ABOVE-MENTIONED QUALITIES ARE TYPICAL SPECIFICATION AS CONTRACTUALLY
AGREED. NEVERTHELESS, IF ANY DOCUMENTS REFLECTS RESULTS THAT DO NOT EXCEEDS
THE REJECTION PARAMETER, THEN THE ISSUING BANK CONFIRMS AND WAIVES THAT
SAME NOT TO BE TREATED AS DISCREPANCY AND THE BENEFICIARY OF L/C MAY
NEGOTIATE WITHOUT DISCREPANCY.
11.6.b. CHARTER PARTY BILL OF LADING IS ACCEPTABLE.
11.6.c. TOLERANCE IN VALUE AND QUANTITY UP TO 10% PLUS OR MINUS IS ALLOWED.
11.6.d. THE LETTER OF CREDIT IS ALLOWED TO BE OVERDRAWN OR UNDERDRAWN DUE TO
PRICE ADJUSTMENT RELATED TO QUALITY RESULT.
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11.6.e. THIRD PARTY DOCUMENTS INCLUDING BILL OF LADING ARE ALLOWED BUT EXCLUDING
INVOICES AND DRAFT.
11.6.f. MINOR SPELLING MISTAKES OR TYPOGRAPHICAL ERRORS ON DOCUMENTS WHICH DO
NOT ALTER THE ACTUAL MEANING OF WORDING OR SENTENCES WILL NOT BE
CONSIDERED AS DISCREPANCIES.
11.6.g. LC ISSUING AND LC AMENDMENT CHARGES AFFECTED BY BUYER ARE FOR BUYER’S
ACCOUNT AND LC AMENDMENT CHARGES AFFECTED BY SELLER ARE FOR SELLER’S
ACCOUNT.
11.6.h. T/T REIMBURSEMENT IS ALLOWED.
11.6.i. EACH SET OF DOCUMENTS TO BE PRESENTED WITHIN 21 DAYS FROM SHIPMENT DATE
BUT WITHIN THE VALIDITY OF THE CREDIT.
11.6.j. ALL BANK COMMISSION AND CHARGES OF APPLICANT'S BANK ARE FOR APPLICANT'S
ACCOUNT AND ALL COMMISSION AND CHARGES OF BENEFICIARY'S BANK ARE FOR
BENEFICIARY'S ACCOUNT
11.6.k. INSURANCE ON CARGOES TO BE AFFECTED BY THE APLICANT.
11.6.l. LC MUST ALLOW CONFIRMATION CHARGES AT APPLICANT’S ACCOUNT

ARTICLE 12
TAXES & DUTIES

All in Anchorage duties, levies, dues etc. on the Anchorage material from the vessel if any at discharge
Anchorage shall be to BUYER's account. All taxes, duties, anchorage taxes etc. on loading goods in the
country of origin / loading are for SELLER's account.

ARTICLE 13
TITLE & RISK PURCHASE

Title of coal shall pass from SELLER to BUYER when SELLER receives the payment in full and when the coal
passes over the vessel’s rail at the loading anchorage.

Risk of loss or damage to coal shall pass from SELLER to BUYER after the coal passes over the ship’s rail at
the loading Anchorage.

The SELLER / BUYER may, without prejudice to any other remedy for breach of contract, by written notice of
default sent to the other party, terminate the contract in whole or in part.

13.1 If the SELLER fails to deliver any or all of the goods within the time period specified in the contract or
any extension thereof granted by the BUYER, Or

13.2 If the BUYER fails to upkeep any of the commitments related to cargo buying like Laycan within the
time period specified in the contract or any extension thereof granted by the BUYER, Or

13.3 If the SELLER / BUYER fails to perform any other obligation(s) under the contract.

13.4. In the event the either party terminates the contract in whole or in part, pursuant to above, the other
party may procure / sale, upon such terms and in such manner as it deems appropriate, goods similar
to those undelivered / not lifted. However, both parties shall continue performance of the contract to
the extent not terminated.

ARTICLE 14
FORCE MAJEURE

14.1 DEFINITION:
Force Majeure as used herein shall mean any cause or condition (where or not similar to those
hereinafter enumerated) beyond the control of the party affected thereby which wholly or partially
prevents the performance except payment by the said party of its obligations hereunder including
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 SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAR 5500-5300 KCAL/KG

without limitation: acts of God; acts of a public enemy; war (declared or undeclared); civil war,
sabotage, revolution, civil disturbance, epidemic, cyclone, tidal wave, landslide, lightning,
earthquake, flood, storm, fire, adverse weather conditions, expropriation, nationalization, act of
eminent domain, insurrections, riots, terrorism, breakdowns of or damage to mine, plant, port
facilities and Buyer's facilities (including affiliated companies facilities); labor stoppages, lockouts,
slowdowns, strikes or disputes; interruptions of transportation; orders or acts of civil or military
authorities; the necessity for compliance with an applicable law, regulation ordinance or resolution
or order of court of administrative authority; embargoes; blockades; any restrictions upon, delays in
receiving or failures to receive any permits, licenses, or approvals from any governmental agency;
explosion, breakage or accident for facilities; and impossibility of obtaining or delay in obtaining
necessary equipment, materials or supplies. No party shall, however, be relieved of liability for
failure of performance if such failure is due to causes arising out of its own negligence or to causes
which, at reasonable cost, it could, but fails to, remove or remedy with reasonable dispatch. Minor
equipment failures, which do not substantially impair the ability to perform, shall not be deemed a
Force Majeure occurrence.

14.2 EFFECT:
i) The party affected by Force Majeure shall give prompt written notice to the other, setting forth
the particulars thereof in reasonable detail. The obligations of the party giving such notice shall be
excused to the extent made necessary by such Force Majeure and during the continuance of such
Force Majeure and said party shall incur no liability by reason of its failure to perform the obligations
so excused; provided, however that the party giving such notice shall use its best efforts to
eliminate such Force Majeure as soon as and to the extent reasonably practicable (taking into
account costs). The affected party shall give prompt written notice of the termination of such Force
Majeure.

ii) Nothing herein contained shall cause the party affected by the Force Majeure to submit to
unreasonable conditions or restrictions imposed by a governmental authority, or to submit to an
unfavorable labor agreement, and it is agreed that any settlement of labor strikes or difference with
workmen or government authority shall be entirely within the discretion of the party affected
thereby.

iii) If Buyer is the party affected by the Force Majeure condition, Buyer shall nevertheless be
obligated to accept and pay for any Coal, which at the time of commencement of the Force Majeure
condition, is being loaded or has been loaded into a Vessel.

14.3 ALLOCATION OF EFFECT:

i) Shipment(s) excused by a Force Majeure condition for duration of 60 days or less shall be made
up, with such deliveries to be made upon a mutually agreeable shipping schedule, within or beyond
the term of this agreement. Such schedule shall be agreed immediately after termination of the
Force Majeure condition.

ii) If a Force Majeure condition affects either Buyer or Seller such that performance remains wholly
excused for a continuous duration of more than 60 days, upon written notice to the other party
given at any time during the period of Force Majeure condition, the obligations of the unaffected
party hereto shall be discharged as to deliveries (or acceptance) which would otherwise have been
made during said period.

14.4 TERMINATION:
If such Force Majeure condition continues for a duration of 90 (ninety) consecutive days, either
party may, by written notice to the other, terminate this agreement in its entirety and both parties
shall be released from further obligations except for obligations accrued prior to such termination,
effective as of receipt of the notice of termination.

ARTICLE 15
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NOTICES

Any notice or other communication is required to be made under this Agreement shall be in writing in English
deemed to have been sufficiently given of:

(a) Personally delivered in writing, when delivered at the office of a party whose address is set hereto;
(b) Couriered, by a first-class courier service, addressed to a party whose address is set hereto;
(c) Facsimiled/e-mail, twenty-four (24) hours after being placed in the facsimile/e-mail addressed to the
correct address of a party hereto.

SELLER : PT. BINTANG HAPOSAN PERSADA

Address : Jl. Giri Mukti No.05 RT.018 Tanah Merah, Samarinda Utara,
Kota Samarinda, Kalimantan Timur, Indonesia.
Attention : Mr. Handy Yanto
Tel : +62 813-8169-8511
Email : handyyanto0982@yahoo.com

CO SELLER : PT. MARIANA JAYA INTERNASIONAL

Address : Jl. Untung Suropati, Komplek Mahakam Square Blok C-21
Kel. Karang asam Ulu, Kec. Sungai Kunjang, Samarinda
Kalimantan Timur, Indonesia
Attention : Mr. La Ode Bensar Latief
Tel : 0813-1947-8088
Email : marianajayainternasional@gmail.com
oenggumora2018@gmail.com

LC BENEFICIARY : SUCCESS MARK CORPORATION LIMITED

Address : Unit 1213, 12F, Houston Centre No. 63 Mody Rd,
Tsim Sha Tsui, Kowloon, Hong Kong
Attention : Mr. Narinderkoemar Kuldip Singh
Tel : +852 5429 4694 / +60 11 7027 2691/ + 65 9865 7392
Email : nksingh@protonmail.com

BUYER : NEW JOY ENTERPRISE LTD.

Address : Queen’s Garden Point (5th Floor) 15, New Eskaton Road (Rashed.
Khan Menon Road), Boro Mogbazar Dhaka-1217, Bangladesh.
Attention : Mr. Sohel Arefin Shibly
Phone : Reverted
E-mail address : Reverted

ARTICLE 16
ARBITRATION

16.1 Any dispute, difference or disagreement between PARTIES arising under or in relation to this
AGREEMENT, including (but not limited to) any dispute, difference or disagreement as to the meaning
of the terms of this AGREEMENT or any failure to agree on any matter required to be agreed upon
under this AGREEMENT shall, if possible, be resolved by negotiation and mutual agreement by the
parties within 30 (thirty) days. Should no agreement be reached, then the dispute shall be finally
settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators
appointed in accordance with the said Rules.

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16.2 The PARTIES hereby agree to the jurisdiction of the International Court of Arbitration applying the
rules of Singapore Law. The rules of the International Chamber of Commerce (ICC) are to be
observed and will prevail over Singapore Law in conflict. In all cases the Arbitral Tribunal takes
account of the provisions of the contract and the relevant trade usages.

16.3 The arbitration proceedings shall be conducted in the English language in Singapore.

16.4 The Board of Arbitration shall be composed of three arbitrators, one of who shall be chosen by the
SELLER, one by the BUYER, and the third by the two so chosen. If both or either of the parties fail to
choose an arbitrator within 14 (fourteen) days after receiving notice of commencement of arbitration
proceedings, or if the two arbitrators chosen cannot agree on a third arbitrator within 14 (fourteen)
days after they have been chosen, the National Committee of the International Chamber of Commerce
of Singapore, the country in which the proceedings are conducted shall, upon request of either party,
appoint the arbitrator or arbitrators required to complete the board.

16.5 Every award shall be binding on PARTIES and enforceable at law.

16.6 By submitting the dispute to arbitration under these rules, The PARTIES undertake to carry out any
award without delay and shall be deemed to have waived their right to any form of recourse insofar
as such waiver can validly be made.

ARTICLE 17
AMENDMENTS

Any amendments of this AGREEMENT shall be in the form of an addendum in writing to be signed by PARTIES
and shall, thereafter form and become an integral part of this AGREEMENT.

ARTICLE 18
GOVERNING LAW

This AGREEMENT and the rights, privileges, duties and obligations of the PARTIES herein under shall be
construed to be in accordance with the laws of the Republic of Indonesia.

ARTICLE 19
ASSIGNMENT

This AGREEMENT shall ensure for the benefit of and be binding upon the successors and assigns of the
SELLER and the BUYER, but this AGREEMENT shall not be assigned to or transferred by the SELLER, CO-
SELLER or the 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 shall not be unreasonably withheld.
ARTICLE 20
WAIVER

Any failure of either Party to insist on any or more instances upon strict performance of any provision of the
contract or to exercise any of his rights herein, shall not be considered as a waiver of any such provision.

ARTICLE 21
CONFIDENTIALITY & NON-CIRCUMVENTION

21.1 The terms and conditions (including without limitation price) set forth in this AGREEMENT are
considered by both parties to be confidential. Neither party shall disclose such information to any third
party without advance written consent of the other, except where such disclosure is required by law.

21.2 The PARTIES shall not in any manner whatsoever solicit nor accept business from sources or their
affiliates that are made available by the other PARTY to this AGREEMENT, at any time, without the
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prior written permission of the other PARTY, which mad the source available.

21.3 The PARTIES to the best of their ability shall not in any way whatsoever circumvent or attempt to
circumvent each other or any party involved in any of the transactions the PARTIES are desiring or
entering into.
ARTICLE 22
ENTIRE AGREEMENT

This AGREEMENT the entire agreement between the SELLER and the BUYER in relation to the sale and
purchase of coal and supersedes all prior negotiation, understandings and agreements whether written or oral
in relation to the AGREEMENT.

ARTICLE 23
LANGUAGE

The contract is made in English with total 4 (four) copies, of which each party keeps 2 (two) copies, all copies
having the same value and importance.

ARTICLE 24
SIGNATURE PAGE

IN WITNESS WHEREOF, PARTIES have signed and sealed below by their legal and authorized
representatives to accept and approve all terms and conditions contained in this AGREEMENT.

BUYER SELLER
NEW JOY ENTERPRISE LTD. PT. BINTANG HAPOSAN PERSADA

Mr. Sohel Arefin Shibly Mr. Handy Yanto

(Chairman) (Director)
DATE: 02-22-2023 DATE: 02-22-2023

LC BENEFICIARY CO SELLER
SUCCESS MARK CORPORATION LIMITED PT. MARIANA JAYA INTERNASIONAL

Mr. Narinderkoemar Kuldip Singh Mr. La Ode Bensar Latief

(CEO) (Director)
DATE: 02-22-2023 DATE: 02-22-2023

BUYER’S INITIAL: LC BENEFICIARY’S INITIAL: SELLER’S INITIAL: CO SELLER’S INITIAL:

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