WIRA USAHA SEJAHTERA

SALES AND PURCHASE CONTRACT

NO. xxxxx/PTWUS-XXX/xxxx/2016
1STORIGINAL
This Contract is made on November 31th, 2016 and entered into by and between:
Name
Address

Wira Usaha Sejahtera

1st Floor, Mandira Building- Jalan RP.Soeroso no 33- Gondang Dia Menteng
Jakarta Pusat 10350

Phone
Fax

:
:

021021-

Hereinafter referred to as SELLER, and

Name
Address
Phone
Fax

:
:
:

PT. LAA TANSA MANDIRI

Jl. Inpres V no.46 Muara Rapak, Balikpapan Utara- Kalimantan Timur
+62-542 421981
+62-542 421981

Hereinafter referred to as BUYER

WHEREAS, the SELLER wishes to sell to the BUYER and the BUYER wishes to purchase from the SELLER.
The SELLER and the BUYER, each individually as a Party and are hereinafter jointly referred to as the
PARTIES have agreed upon the following terms and conditions of sale and purchase with the recognition of
the foregoing and with mutual understanding that each party will perform its obligation in accordance with the
principle of trust and good faith as set forth herein and now, therefore, the parties hereto agree as follows:1.

Commodity

2.
3.

Quantity
Quality

:
:

Description
Gross Calorific Value (ARB)
Total Moisture(ARB)
Inherent Moisture(ADB)
Total Sulphur (ADB)
Ash Content (ADB)
Volatile Matters(ADB)
Fixed Carbon (ADB)
HGI
Size 0-50mm (crushed)
Above 50mm
4.

Indonesian Steam Coal (Non-Coking)

(Origin: KKEs coal)
4 x 7,500MT (+/- 10% at Sellers option)prompt
Supplied commodity shall be free of foreign matters and conformation
to the A.S.T.M. Standards. (American Standards Testing Materials).

Guarantee
4600 Kcal/kg
28%
15% approx.
1% max
6%
42% approx.
By different
45 approx.
90% min
10%

Rejection
Below 4400 Kcal/kg
Above 30%
Above 9%
-

Price/Terms of Delivery:
IDR.390.000 /MT (IDR three hundred ninety thousand ) FOB barge at loading jetty based on 4600
Kcal/kg (ARB), TM (ARB) 28%.
Export documents fee (PEB), clearance of tug/barge, tax and royalty fee are included by IUP holder,
but excluding barges freight and loading costs from barge to the mother vessel.

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5.

Delivery/Laycan Period:
1) coal to be delivered and lifted within 14th 20thNovember, 2016
(Any urgent lifting is subject to final availability of jettys slot)
2) For each lifting, Buyer shall give Seller Shipping Instruction (SI) with complete details immediately
soon after Signing of Contract or upon acceptance of laycan with confirmation of fixed MVs laycan
for Sellerto secure jettys slot.
3) SELLER will start barging only upon receipt of full payment from BUYER.

6.

Loading Jetty

Rinjani or IndoPerkasa or Alamjaya Bara Pratama, Samarinda, East

Kalimantan, Indonesia for transshipment MV at MuaraJawa or
MuaraBerau, Samarinda Anchorage.

7.

Surveyor

PT. GEOSERVICES

8.

Price and Quality Adjustment

Following price adjustments (Bonus/Penalty Adjustment) shall apply (where required) in respect of
Barge of Coal under this Contract as determined in the Certificate of Analysis issued by surveyor
(article 7) at Sellers Loading Jetty at East Kalimantan, Indonesia.

8.1

Gross Calorific Value (ARB)

If the Gross Calorific Value on As Received Basis (ARB) of the coal shipment as determined by
surveyor (article 7)that is below or above 4600 Kcal/Kg, but above 4400 Kcal/kg, then the base
invoice FOB unit price shall be adjusted for Bonus or Penalty by applying the following formula:
Invoice Adjusted FOB Unit Price = (FOB price x Actual GCV Kcal/kg)
4600 GCV Kcal/kg

8.2

ASH Content
In the event that the actual ASH content (ADB) at the loading jetty is above 6%, Seller will pay Buyer
Penalty of USD0.10/MT (US$ Tencents) per 1% ASH above 6% up to 9%, fractions pro-rata
basis. If actualASH content above 6%, then the adjustment formula is:
Penalty ASH
Adjusted Invoice FOB Price

= (Actual ASH content specified 6%) x US$0.10

= FOB price Penalty

9.

Effectivity and Validity

: This Contract comes into effect immediately upon

signing by both SELLER and BUYER.

10.

Terms of Payment
BUYER to make payment to SELLER as follow:

10.1
BUYER will arrange TT according to quantity to be lifted, i.e. (IDR 390.000 X MT) to theSELLER
upon
receiving Sellers Proforma Invoice.
Copy of bank swift TT to be faxed/emailed to Seller for tracking.
10.2

As Down Payment 10 % at sign Contract and the rest Seller must receive/sight the full payment at
least 2 working days prior to barging.

10.3

In the event the TT payment is not received in accordance with clause 10.1 and 10.2 , the contract
shall be considered null and void. In which case, SELLER shall not be liable to any claims and
damages.

10.4

Upon receipt of Seller following documents. Buyer will settle within 5 working days amount due to
Seller, if any, after stating the calculation of price adjustment in accordance with Clause 8.
a.
b.
c.
d.
e.

Sellers signed Commercial Invoice (with price adjustment if any) in 1 original & 1 copy
Composite Certificate of Analysis issued by surveyor (article 7) in 1 original & 2 copies
Composite Certificate of Weight issued by surveyor (article 7) in 1 original & 2 copies
Draft Survey Report issued by surveyor (article 7) in 1 original & 2 copies
Full sets (3/3) clean on board barge Bills of Lading marked freight payable as per charter
party consignee and notify party to be advised at time of shipment.
f. Surat Keterangan Asal Barang (SKAB) issued by CV KKE in 1 original & 2 copies.
g. Surat Keterangan Pengiriman Barang (SKPB) issued by CV KKE in 1 original & 2 copies
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h. Shipper: CV Kutai Kumala Energy to closed PEB docs for export.

All payments shall be made to SELLER following account or as instructed:
Advising Bank
Company
Beneficiary
USD A/c No.

:
:
:
:

Bank BCA
Wira Usaha Sejahtera

11.

SAMPLING & ANALYSIS

Sampling & Analysis shall be effected according to ASTM standards at loading jetty by surveyor
(article 7) ,whose results will be final and binding for both parties and basis for the settlement of
invoicing under Article 8.
Costs of theabove operations shall be borne by the Seller.

12.

Weight Determination
Weight determination shall be as per barges Draft Survey to be performed at loadingjetty by surveyor
(article 7),whose results will be final and binding for both parties and basis for invoicing.
Cost shall be atSellers account.

13.

MARITIME CONDITIONS

13.1

Nomination of Barge
Buyer shall nominate suitable performing tug/barge to Seller by fax or email for Sellers acceptance
at least 3 days prior to fixture or eta at loading jetty within the agreed LAYCAN (Article 5).
Seller to reply within 24 hours by fax or email notifying acceptance of the nominated tug/barge which
Accept ance shall not beunduly withheld.

13.2

Notice of Arrival (N.O.A) of Mother Vessel

The Buyer shall keep Seller informed of Mother Vessels movement and arrival at MuaraJawa or
MuaraBerau, Samarinda Anchorage, Indonesia.

13.3

Laytime for Loading to Barge

Shall commence upon Buyers barge alongside loading jetty. Laytimeshall end on completion
of final draft survey of barge. Loaded coal shall be stowed and trimmed by Seller free of cost to Buyer.

13.4

Loadrate
The Seller guarantees each barge loading to complete within 1 day (PWWD SHINC), excluding
5 major Indonesian holidays, i.e. 2 Days of IdulFitri, 1 day of Good Friday, 1 day of IdulAdha, 1 day
of New Years Day and 1 day of National Day.

13.5

Detention and Dead freight

If as a result of the Seller preparing the cargo in a timely and prudent manner for loading, nominated
performing tug/barge did not arrive or delay in arriving. Buyer shall reimburse Seller forcosts at
loading jetty reasonableincurred.
In the event that the Sellers cargo is not available to load when the performing tug/barge arrives at
the loading jetty, then the Seller shall pay the Buyer Demurrage all time waiting without cargo.
The Demurrage rate shall be reasonable incurred and mutually agreed on per day, prorate basis.

14.

TITLE AND RISK

14.1

Risk with respect to the coal delivered shall pass on from the SELLER to the BUYER when the
Said coal progressively passes the barges railing at loading jetty.

14,2

Title and ownership of the coal delivered shall pass on from the SELLER totheBUYER once full
paymenthas been received by theSELLER.

15.

CONFIDENTIALITY
Both Parties take this agreement as strict confidential and will not disclose to any entity the contents of
this Agreement without prior written consent of the other Party, partially or wholly, during the contract
duration and 1 year after the completion of the Agreement (including but not limited to Price, Quality

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and Sources of Coal Mining).

16.

FORCE MAJEUR
If at any time during the existence of this contract neither part is unable to perform in whole or in part
any obligation under this contract including, without limitation of war, warlike condition, riots, hostility,
military operation, acts of enemies, revolution, civil commotion, sabotage, quarantine restriction,
explosions, fires, flood, windstorm, earthquake, river side and other natural catastrophes or acts of
GOD, national or provincial emergency, labor or citizens disturbances of any kind, order, acts or
Omissions of any Governmental agency/authority (prohibition of export or import), epidemics, strikes,
or any labour dispute, blockade, embargoes. Within 7 (seven) days of force majeure conditions, the
affected party shall inform the other party giving details of:
a.
b.
c.
d.

description of force majeur condition

direct effect of the force majeur condition on the affected party
actions taken by the affected party to alleviate the force majeur condition
supporting governmental or internationally recognized publications that verify the
presence of the force majeur condition

Either party may write to the other party to notify the cessation of the force majeur condition.
Supporting governmental or internationally recognized publications must be exhibited to evidence the
cessation.
Should above condition last more than 30 (Thirty) days, either party will have the right to refuse further
performance of the contract in which case neither party shall have the right to claim eventual
damages.
17.

DISPUTE SETTLEMENT
In case of dispute, both Parties shall put as much as possible effort to resolve it amicably. Should
amicable settlement is not achieved within 30 (thirty) days, the Parties shall proceed to mediation.
Either party may propose the Mediator, but both Parties shall agree on the appointment. If no
agreement can be reached, then the Parties will accept a Mediator proposed by BANI in Jakarta.
The conduct of mediation shall be undertaken in accordance with the Rules of the ICC.
Mediation proceedings shall take place in Singapore, or any other venue agreed by the Parties. The
Mediators decision shall be final and binding on the Parties, and neither Party shall institute any further
claims in any court related to the Mediators decision.
The cost of mediator shall be borne equally by both Parties.

18.

GOVERNING LAW
This agreement and the rights, privileges, duties and obligations of the parties herein under shall be
governed by and construed in accordance with the Laws of Singapore and jurisdiction of the courts of
Singapore.

19.

OTHER TERMS AND CONDTIONS

Any modification or amendment made to this agreement shall not be valid unless is agreed and duly
signed in writing by both parties.

20.

CORRESPONDENCES
All notices, consent, request including correspondences and invoices, relating to this agreement shall
be sent to theParties address as set forth below:
TO BUYER :
Address
:

PT. LAA TANSA MANDIRI

Jl. Inpres V no.46 Muara Rapak, Balikpapan Utara- kalimantan Timur

Phone
Fax
Email

+62-542 421981
+62-542 421981

:
:
:

heri.mdc@gmail.com

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TO SELLER:
Address

WIRA USAHA SEJAHTERA

1st Floor, Mandira Building- Jalan RP.Soeroso no 33- Gondang Dia Menteng
Jakarta Pusat 10350

Phone
Facsimile
Email

Both parties, executed by their duly authorized signatory hereby finalize this Sales Contract by affixing their
signatures and companys stamp.

SELLER:

BUYER:

WIRA USAHA SEJAHTERA

PT. LAA TANSA MANDIRI

HERI JULIANTO
director

xx/WUS-xxx/X/2014 1ST ORIGINAL

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