You are on page 1of 9

18/03/2019 001/SNA-…… /COAL/IX/2018 5:30 PM

Table of Contents
Article 1 Definitions
Article 2 Quantity And Contract Period
Article 3 Quality
Article 4 Determination of Quantity and Quality
Article 5 Rejection
Article 6 Price and Payment Terms, $US basic
Article 7 Adjustment of the Price for Quality
Article 8 Delivery
Article 9 Vessel Loading
Article 10 Warranties with respect to Coal Quality
Article 11 Force Majeure
Article 12 Transfer of Title and Risk
Article 13 Dispute and Arbitration
Article 14 Notices
Article 15 Assignment
Article 16 Waivers
Article 17 Effective Date
Article 18 Banking Details / Financial Information
Article 19 Confidentiality and Communications
Article 20 Appendices
Article 21 Entire Agreement

ARTICLE 1 - Definition

The following term when used in Contract shall have the meaning as stated below (and
definitions of certain terms which are given in preamble and in other articles of the Contract
shall have the same meaning as those stated in this Article) :

1.1 “Coal” shall mean the bituminous coal or steam coal (non-coking) mined from
Indonesia Mine in South Kalimantan.
1.2 “FOB” shall refer to the completition of the loading of the coal on the vessel
designated by the Buyer at Taboneo – South Kalimantan, Indonesia.
1.3 “MT” shall mean metric ton(s) (tonne).
1.4 “Trimming work” herein shall mean any and all work of trimming by manpower,
spouts or such mechanical trimmers as may be available at the loading port.
1.5 “Load Port” or “loading port” shall mean located at Taboneo – South Kalimantan.
1.6 “GCV” shall mean Gross Caloric Value.
1.7 “ADB” shall mean Air Dried Basis.
1.8 “AR” shall mean As Received basic
1.9 “US$” OR “USD” shall refer to the lawful currency of the United States of America.

A fraction of a cent in any calculation shall be rounded up to a cent if such fraction is one half
of a cent or more, and shall be rounded down if otherwise.

Buyer:________________ 1 Seller:_________________
18/03/2019 001/SNA-…… /COAL/IX/2018 5:30 PM

A fraction of a ton in any calculation shall be rounded up to a ton if such fraction is one half
of a ton or more, and shall be rounded down if otherwise.

ARTICLE 2 – Quantity And Contract Period

2.1 This agreement is a coal sale and purchase contract for 10 x 65,000 MT per shipmen,
Total Quantity (approx.) : 600,000 MT (10%) per year at Buyer’s option
2.2 Trial Shipmen is 3 x 65000 MT/Shipmen = 195.000 MT./90 days.

ARTICLE 3 – Quality (Specification)

Total Moisture (AR) % : 14 max


Inherent Moisture (ADB) % : 6 max
Ash (ADB) % : 16 max
Sulfur (ADB) % : 1 max
Volatile Matter (ADB) % : 44 max
Fixed Carbon (ADB) % : By difference
GCV (ar) : 6500 – 6300 Kcal/Kg
HGI : 40
Size 95 % : 0 – 50 mm

ARTICLE 4 – Determination of Quantity and Quality

4.1 Determination of Quantity and Quality of the Coal on Vessel at the loading port shall
be final. The certificate of determination of quantity and quality should be issued by
an international independent inspection agency, which will be selected by mutual
agreement between the parties hereto. The cost required for determination of quantity
and quality certification thereof shall be borne by the Seller.

4.2 Determination of weight of Coal on the vessel shall be made by draft survey, and the
quantity certified by such agency shall be the basis of the payment for each shipment
of coal.

4.3 Determination of the quality of Coal on the vessel shall be made through sampling,
reduction and analysis to performed in accordance with the A.S.T.M Standards and the
quality certified by such agency shall be in basis for the determination of the amount
payable by the buyer for the shipment.

4.4 The representative sample obtained during the course of the loading operation shall be
divided into three (3) parts to arrange :
 One (1) sample of cargo analysis
 One (1) sample to be sent to the Buyer, if requested, after completion of
loading to vessel.

Buyer:________________ 2 Seller:_________________
18/03/2019 001/SNA-…… /COAL/IX/2018 5:30 PM

 One (1) umpire sample, which shall be retained by the superintendent company
in a suitable airtight container, properly scaled and labeled until sixty (60) days
after completion of loading.

4.5 In the even that the Buyer wishes to challenge the result of any analysis made at the
loading port, the one umpire sample shall be promptly delivered as the Seller’s cost to
and analyzed by an independent laboratory, which shall be appointed by the Buyer
within thirty (30) days after completion of loading for testing and umpire analysis
reporting. If the sample is to be sent by courier service to the selected laboratory and
the cost shall be borne by the Buyer.

4.6 If the umpire analysis results are within the standard allowed tolerance for
reproducibility, all cost for such umpire analysis shall be for the Buyer’s account but
otherwise shall be borne by the Seller.

ARTICLE 5 – REJECTION

5.1 A shipment may be rejected by Buyer if the Coal quality as indicated by the Certificate
of Sampling and Analysis issued falls outside any of the quality limits as specified in
the following quality parameters :

PROPERTY BASIS LIMIT


Total Moisture As Received Over 16 %
Total Sulfur Air Dried Basis Over 1 %
Ash Content Air Dried Basis Over 17 %
Gross Caloric Value Ash receive Below 6,300 Kcal/Kg
Volatile Matter Air Dried Basis Over 45 %
HGI Below 38
Size 0 – 50 mm Below 90 %

5.2 All cost and responsibility incurred to the Buyer and Seller as a result of the rejection
of Coal pursuant to Section 5.1 shall be borne by the Seller.

ARTICLE 6 – Price – Justify - Payment Terms

6.1 Price of the coal will be FoB at Taboneo based on ICI index as indicated in end of
August 2018 (USD 101.13). for GCV 6,500 Kcal/Kg (ar) and Total Moisture 14 %
(AR) on a Mothervessel at Taboneo, South Kalimantan – INDONESIA.
6.2 pricing will be reviewed every three months.
6.3 new price adjustments will be made if the average price of the last year has a ± 3%
from the actual price.
6.4 new pricing will be done by increasing or reducing the actual price with an average
price difference of minus 3%
6.5 Unit price per MT FOB Mothervessel shall be review per shipment and the adjustment
will be made if necessary and submit by both parties.
6.6 The Buyer shall establish an Letter of Credite, irrevocable at sight from ICBC-Bank.
6.7 Documents :

Buyer:________________ 3 Seller:_________________
18/03/2019 001/SNA-…… /COAL/IX/2018 5:30 PM

- Commercial Invoice in quadruplicate (4) each signed by the Seller,


detailing the quantity of Coal shipped, unit price, the basis of the
calculation of the payable amount, the name of the vessel, Bill of Lading
date and import license (if required). If there is any demurrage or dispatch
at loadport, 100% of the value to be deducted or added from the Invoice
value.
- Full set of three (3 of 3) negotiable original clean “on board” ocean Bill of
Lading certifying the loading of Coal in the quantity stated in the
Certificate of Quantity issued pursuant to Article 4. Charter party Bills of
Lading acceptable;
- One (1) Original and four (4) copies of Certificate of Sampling and
Analysis issued by the international independent inspection agency;
- One (1) Original and four (4) copies of Certificate of Draft Survey Report
issued by the independent marine surveyor;
- One (1) Original and four (4) copies of Certificate of Weight issued by
international independent inspection agency;
- One (1) Original and four (4) copies of Certificate of Origin Copy of
Notice of Readiness at the loading port (in case of FOB contract);
-
6.8 The Beneficiary of payment cash shall be :
Nane of Acc : PT. SHALNATAMS ANUGERAH
Bank : HSBC Bank – Jakarta
No Acc :
taxes and levies by the country of destination, having any effect on this contract are
for the Buyer’s account and his sole responsibility.

ARTICLE 7 – Adjustment of the Price for Quality

7.1 The price of Article 6 shall be adjust by increase and/or, so that the price per ton
payable by the Buyer to the Seller for each shipment shall be determined.

7.2 Total Moisture (As Received Basis)


If the actual Total Moisture percentage of the shipment of coal as determined by the
international independent inspection agency is over 14%, then the actual weight of
coal shall be adjusted by the following formula :

(100 – Actual Total Moisture )


ACTUAL WEIGHT = x Certified Weight
100 – 14
7.3 Caloric Value (Air Dried Basis)
A premium and/or penalty will apply if the GCV exceed or below 6,300 Kcal/kg
(ADB) by the following formula :

FOB Price x Actual Gross Caloric Value (Ar)


ADJUSTING PRICE =
6,500 (ar)Kcal/kg

Buyer:________________ 4 Seller:_________________
18/03/2019 001/SNA-…… /COAL/IX/2018 5:30 PM

ARTICLE 8 – Delivery

If shipment under the contract is to be made on a FOB basis, the following provisions shall
govern the shipping arrangement.

9.1 to initiate the delivery of this contract, the buyer will adjust the shipment quantity
based on the survey results. and give the seller enough time to make sufficient
preparations
9.2 Unless otherwise agreed, the Product shall be shipped pursuant to the relevant
provisions of these instructions. Each shipment shall be 50,000 (Forty Thousands)
Metric Tones per lift (±10%) by mutual agreement. With a frequency to provide
adequately for the total quantity purchased. Quantity of shipment to be defined in
procedures to be furnished at a later date.
9.3 The Seller shall arrange Coal to be loaded, stowed and trimmed to the master’s
satisfaction under supervision of the master free of risk, expense and responsibility to
the vessel and Buyer. The master shall be responsible for safe sea-worthiness of
stowage ultimately.
9.4 The arrival date at Loading Port of the shipment shall be between 32 to 38 days after
cash payment recieved.
9.5 Fourteen (14) days prior to the estimated time of arrival of a vessel, the Buyer shall
nominate the performing vessel. The Seller shall, within two (2) working days upon
receipt of the notice, confirm to Buyer the acknowledgement of receipt of the above
Buyer’s notice.
9.6 At least seven (7) days prior to the estimated time of arrival of the vessel at loading
port, Buyer shall submit to Seller and will formed part of the contract :
6.9 The tonnage to be loaded on board that vessel.
6.10 The name of the vessel, its flag, date build, LOA, beam, DWT, GRT, summer draft and
Lloyd Registered Number.
6.11 The estimated time of arrival for the vessel.
9.7 The Buyer or the owner or the master or the agent of the vessel shall give the Seller or
his agent at loading port seven (7) days, five (5) days and three (3) days, followed by
forty-eight (48) hours, and then twenty-four (24) hours prior notice of the vessel’s
ETA at the loading port.
9.8 In the event of actual lay time overused for loading compared with the calculation
based on the shipping condition proposed by the Seller shall pay demurrage to the
Buyer for all time lost. If vessel is once on demurrage at loading port, the Seller shall
be deemed to be always on demurrage without exceptions, unless leaving port for
bunkering or fumigation or delays due to the vessel master’s or the Buyer’s
requirements. The daily (or pro rata for part thereof) demurrage rate is USD
…………….. per running day for any portion of any running day. Buyer shall also pay
demurrage at a rate of USD …………… per running day if the Buyer’s vessel is not
lay can on the time scheduled.

Buyer:________________ 5 Seller:_________________
18/03/2019 001/SNA-…… /COAL/IX/2018 5:30 PM

9.9 In the event of actual loading finished before laycan time of twelve (12) days, a
dispatch shall be compensated accordingly. The daily (or pro rata for part thereof)
dispatch rate is USD ………….. per running day for any portion of any running day.
9.10 Settlement of demurrage/dispatch money shall be made within thirty (30) days after
receipt of Invoice for such demurrage money. The demurrage if any will be deducted
from the Invoice value while negotiating the documents under the Letter of Credit. If
any dispatch, it will be T/T to the Seller’s account.
9.11 Notice of Readiness (NOR) may be tendered by the vessel at any time day or night on
any day, Saturdays, Sundays, and Indonesia Holidays included after arrival, provided
the vessel is in all respects ready to load. If the designated waiting or leading berth is
not vacant or available for the vessel, then NOR may be tendered upon anchoring off
the port, whether customs cleared or not, whether in free pratique or not.
9.12 All other terms and conditions as per GENCON C/P terms.

ARTICLE 9 – Vessel Loading

10.1 The Seller is responsible for the products loading to Vessel. The Buyer‘s vessel should
be equipped with loading/discharging equipment such as grab, crane or vacuum.
10.2 Loading Time or Lay time will be Twelve (12) Weather Working Days.
10.3 Overtime at loading port and related extra expanses shall be the account of the Seller
unless ordered by Buyer. Vessel – officer and crew overtime shall always be borned by
the vessel.
10.4 The vessel shall furnish lighting necessary for night work on board of the vessel.
Hatch covers and hatch beams, if any, shall be removed and replaced at loading port
by the vessel owner at owner’s cost.
10.5 If warping or shifting alongside the wharf is necessary after the vessel has berthed
thereat, the time required therefore shall be counted as a lay time used and all
expenses incurred therefore shall be borne by the Seller, unless it is made by vessel’s
request.
10.6 If there is doubt as to the bearing of any cost or expenses related to the delivery /
loading, the costs or expenses directly related to the vessel shall be borne by the Buyer
and the others by the Seller.

Article 10 - Warranties with respect to Coal Quality

11.1 Product insurance once its on board mother vessel is at the cost of the Buyer.
11.2 The liability of a party in respect to any claim brought by the other based on a failure
of the first party to fulfill its obligations hereunder shall be limited in any event to
liability for the direct loss suffered by the party aggrieved.
11.3 At the Buyer’s option, the Buyer may appoint an international independent inspection
agency Indonesia to survey the Coal for any foreign materials at the port of
discharging. All expenses relating to such survey shall be for the account of and paid
for the by the Seller if such survey discloses excessive foreign materials in the Coal
Otherwise, the Buyer shall pay. The determination of the independent survey company
so appointed shall be final, conclusive and binding on both parties.

Buyer:________________ 6 Seller:_________________
18/03/2019 001/SNA-…… /COAL/IX/2018 5:30 PM

ARTICLE 11 – Force Majeure

12.1 The Seller and/or the Buyer shall not be held responsible for breach of contract caused
by force majeure. Including but not limited to acts of insurrection or civil disorder, or
disturbances, war, or military operations, national or international emergencies, acts or
omissions by governments, or natural disasters, such as flood, volcanic eruptions,
lightning, fire, explosions, or inclement weather conditions, acts of omissions of
persons or bodies or any causes beyond the Seller or the Buyer’s control for which the
Seller and the Buyer cannot be held responsible.
12.2 Neither party shall be held responsible for damages or otherwise, for any failure of
performance due to Force Majeure under this contract, other than the payment of
money. If such Failure resulted from force majeure events under this contract the
standard Force Majeure clause and provisions are applicable to the agreement per the
latest publication of I.C.C.
12.3 In such a case where Force Majeure should arise, the Seller shall inform the Buyer in
time and order to reduce the possible damages to the Buyer, and present the evidence
issued by local authorities or Chamber of Commerce, within 20 days.

ARTICLE 12 – Transfer of Title and Risk

13.1 The shipment of coal shall be deemed to have been sold and delivered to the Buyer
after loading and trimming work. Title and risk of loss or damages thereto shall pass to
the Buyer as the coal passes the ship’s rails at the loading port.
13.2 In the event that a shipment of coal is rejected in accordance with Article 5, the title of
that coal and the risk of loss or damage thereto shall pass back to the Seller upon the
Buyer’s notice.

ARTICLE 13 – Dispute and Arbitration

All disputes, controversies, or differences which may arise between the parties, out of, or in
relation to or in connection with this contract, or for the breach thereof shall be finally settled
by arbitration in Jakarta, Indonesia in accordance with The Commercial Arbitration Rules of
The Indonesian Commercial Arbitration Board and under the laws of Indonesia. The award
rendered by arbitrator(s) shall be final and binding upon both parties concerned.

ARTICLE 14 – Notice

All notices, requests, demands, and other communications hereunder shall be in writing, and
shall be deemed to have been duly given upon delivery to the party to be notified if delivered
by personnel or registered airmail, or at the date of dispatch for notices by telex, facsimile,
cable or radio unless otherwise expressly provided for on this Contract.

The address or facsimile number may be changed from time to time, such changes are to be
notified in writing.

ARTICLE 15 – Assignment

Buyer:________________ 7 Seller:_________________
18/03/2019 001/SNA-…… /COAL/IX/2018 5:30 PM

16.1 Neither party shall assign this Contract in whole or in part without written consent of
the other party, which consent shall not be unreasonably withheld. Neither party may
assign any moneys due to become due hereunder to a third party without the written
consent of the other party, which consent shall not be unreasonably withheld. This
Contract shall be binding upon and shall inure to the benefit of the legal
representatives and successors of the parties hereto.

Any purported assignment by either party without said written consent by the other
party shall be void and of no effect.

16.2 Any assignment pursuant to article 17 shall not take effect until assignee has executed
in favor of the other party hereto a deed of covenant in a form approved by such other
party to comply with, observe, and perform the provisions of this Contract in regards
to subject of the assignment.

ARTICLE 16 – Waivers
The failure of either party to enforce at any of the provisions of this Contract, or to require at
any time performance by the other party of any of the provisions hereof, shall in no way be
construed to be a waivers of such provisions, nor in any way to affect the validity of this
Contract or any part hereof, or the right of either party hereafter to enforce each and every
provision. Notwithstanding the above, the parties may modify or amend any provisions of the
Contract if in writing and signed by both parties.

ARTICLE 17 – Effective Date

This contract shall be effective and executed as from the date the authorized representative of
both parties have signed.

ARTICLE 18 – Banking Details / Financial Information

19.1 SELLER
Bank Name :
Address :

Bank Officer :
Telephone No. :
Facsimile No. :
Account Name / FBO :
Account No. :

19.2 BUYER
Bank Name :
Address :

Bank Officer :
Telephone No. :

Buyer:________________ 8 Seller:_________________
18/03/2019 001/SNA-…… /COAL/IX/2018 5:30 PM

Facsimile No. :
Account Name / FBO :
Account No. :

ARTICLE 20 – Confidentiality and Communications

20.1 The parties shall treat the Agreement as confidential and neither the party shall
disclose its terms without the prior written consent of the other, except to the extent
required by the laws, rules, regulations and directions of the Government of Indonesia
and Government of Country of Buyer.
20.2 All communications related to this transaction shall be in English.
20.3 Any amendments required or permitted under this agreement shall be sufficient made
in writing by either party and duly acknowledge by each other.

ARTICLE 20 - Appendices

In this Agreement, the Appendices shall be taken, read and construed as essential part of the
same.

ARTICLE 21 – Entire Agreement

This Contract contains the entire agreement and understanding between the parties as to the
subject matters of the Contract, and merges and supersedes all prior agreements,
representations, writings, and discussions between them. Neither of the parties will be bound
by any other prior obligations, conditions, warranties, or representations with respect to the
subject matter of this Contract.

IN WITNESS WHEREOF, the parties hereto have caused this CONTRACT to be executed by
their respective duly authorized representative as the day and year first above written.

Jakarta, 2018

SELLER BUYER
PT. SHALNATAM ANUGERAH

ELVIS SAPULETE
President Director Director

Buyer:________________ 9 Seller:_________________

You might also like