ITB No.

TPC11408-A7
Taiwan Power Company
Department of Fuels
9F., No. 242, Roosevelt Road, Section 3, Zhongzheng Dist., Taipei City
100208, Taiwan, R.O.C.
Coal Supply Bid Invitation Letter
Date: May 7, 2025
Subject: Taipower Spot Coal Tender
Invitation to Bid No. TPC11408-A7

Taiwan Power Company (“Taipower”) is inviting bids for the supply of coal from Australia,
Canada, Mainland China, the Republic of Colombia, Kazakhstan, South Africa, and
the United States on the following terms and conditions:
1. The minimum acceptable quality specifications (based on ISO standards) shall be as
follows:
Item Maximum/Minimum
Gross Calorific Value (Kcal/Kg, as received) 6,200 Min*1
Total Moisture (%, as received) 15 Max*2
Ash Content (%, air dried) 14 Max
Total Sulfur Content (%, air dried) 0.7 Max
Volatile Matter (%, air dried) 26 Min
Fixed Carbon (%, air dried) 60 Max
Grindability (Hardgrove Index Value) 45 Min
Ash Fusion Temperature
1,300 Min
(degree(s) Celsius, under reducing condition, H=W)
Mercury Content (mg/Kg, dry basis) 0.12 Max
Size 50 x 0 mm
Size above 50 mm (%) 5 Max
Fines under 2 mm (%) 35 Max
Na O in Ash (%) Remark 3
2
Remark:
1. Gross Calorific Value greater than 6,900 Kcal/Kg will be treated as 6,900 Kcal/Kg.
2. Total Moisture can be raised to 18% max, if Ash Content is less than 10%.
3. Na O in Ash
(1)If the
2 actual Ash Content (air dried) is greater than 7%,

Na2O in Ash is 2.0% Max; if both actual (a) CaO+MgO > Fe2O3, and actual (b)
CaO+MgO+Fe2O3 > 20% are met, then Na2O in Ash can be raised to 5.0% Max.
(2)If the actual Ash Content (air dried) is equal to or less than 7%
Na2O in Ash is 3.0% Max; if actual CaO+MgO+Fe2O3 > 20% is met, then Na2O in
Ash can be raised to 6.0% Max.

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2. The quantity of coal to be purchased is 640,000 metric tons, which shall be shipped by
Eight (8) Panamax Size vessels. Each Panamax Size vessel shall load 80,000 metric
tons of coal plus or minus ten percent (10%) at shipmaster’s option. In addition, if the
quantity of Coal shown in the Bill of Lading (B/L) is greater than 88,000 metric tons, it
will be treated as 88,000 metric tons. However, if requested by Taipower that the
quantity of Coal shown in the Bill of Lading (B/L) is greater than 88,000 metric tons, then
the price to be paid by Taipower will base on the B/L quantity.
3. Each shipment of coal to be purchased by Taipower and delivered by a Bidder shall be
entirely supplied from a single mine. Supply of coal for the shipment from more than one
mine is not allowed. The Bidder is requested to provide in the Technical and
Commercial Proposal a copy of B/L and a copy of valid certificate of analysis for coal
quality (accepted by both buyer and seller for the shipment in question) issued by an
independent inspection company of international standing for a shipment supplying at
least 32,000 metric tons previously exported within the past five (5) years from the mine
offered, and the quality items shown in the certificate shall meet Taipower’s coal quality
specifications. If the quality specification items required by all of the Bidder’s customers
do not include all the quality items required under this tender, then the certificate of
analysis shall at least include Gross Calorific Value, Total Moisture, Ash Content and
Total Sulfur Content. Bidders’ Proposals failing to meet this requirement will be rejected.
In addition, upon request by Taipower, a Bidder shall provide to Taipower’s satisfaction
relevant supporting documents including certificate issued by relevant authorities of
exporting country to demonstrate the legal status and current situation of the coal mine
from which the coal will be supplied. If the shipment of coal offered by Bidder is
produced by an illegal coal mine producer, the shipment will not be accepted.

4. The coal to be delivered at the Port of Loading shall be in accordance with the following
delivery schedule:
Nominal Shipload Delivery Period at
Shipment No. Vessel Size
(metric tons) Loading Port
1 Panamax 80,000 2025/7/15 ~ 2025/7/28
2 Panamax 80,000 2025/8/1 ~ 2025/8/14
3 Panamax 80,000 2025/8/12 ~ 2025/8/25
4 Panamax 80,000 2025/8/22 ~ 2025/9/4
5 Panamax 80,000 2025/9/1 ~ 2025/9/14
6 Panamax 80,000 2025/9/11 ~ 2025/9/24
7 Panamax 80,000 2025/9/21 ~ 2025/10/4
8 Panamax 80,000 2025/10/1 ~ 2025/10/14

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5. Bidders may offer to supply one or more than one shipment. A Bidder who wants to bid
on less than all of the shipments for which Taipower is seeking bids may choose the
shipment(s) on which to bid.

6. Awards will be made on a shipment-by-shipment basis. A Bidder may bid different

price(s) for different shipment(s).

7. Bidders shall quote prices on both an FOBT Port of Loading and CFR Port of
Discharging, Taiwan basis. Taipower has the right to award the contract on either a
FOBT Port of Loading or CFR Port of Discharging, Taiwan basis. Taipower will issue
the Notice of Award first pursuant to Section 5.1 of the Instruction for Bidding and
specify the delivery terms (FOBT Port of Loading or CFR Port of Discharging, Taiwan)
of awarded shipment(s) later.

8. A Bidder’s ocean freight for the shipment shall be offered based on the condition of
discharging rate set forth in Section 12.4 of the General Terms and Conditions.

9. All bids will be compared on evaluated CFR Port of Discharging, Taiwan basis in
accordance with the formula specified in Section 4.4 of the Instruction for Bidding.

10. As stated above, the award will be made on a panamax size basis.

11. The Bidder proposing coal with the origin of Mainland China is requested to provide:
(1) Port of Export:
Unless shipowner and the performing vessel comply with the regulations for direct
cross-strait shipping between Taiwan Area and Mainland China Area, the performing
vessel under the Contract shall not call directly at the ports of Mainland China;
hence, the name of the Port of Export set forth by Bidders shall not be located in
Mainland China. Bidders’ Proposals failing to meet this requirement will be rejected.
(2) Approval to Export Coal to Taiwan:
The Bidder is incorporated under the law of Mainland China who has received the
competent Mainland China authority’s approval to export coal to Taiwan; or, the
Bidder is incorporated under the law of third country or area other than Taiwan and
Mainland China must be appointed and authorized by a company in Mainland China
which has received the competent Mainland China authority’s approval to export
coal to Taiwan. Bidders’ Proposals failing to meet this requirement will be rejected.

12. All bids and bid bonds must be received by the Taipower’s Department of Fuels by 5:00
p.m., May 19, 2025 (Taipei time) (the “Bid Due Date”). Each Bidder’s bid and bid bonds
must be received by the Taipower’s Department of Fuels. Late bids or bid bonds will be
unacceptable and will be returned unopened.

13. Technical and Commercial Proposals will be opened by Taipower at the offices of
Taipower at 9:30 a.m., May 20, 2025 (Taipei time), unless a change to such expected
time is posted in public. In addition, said opening day will be postponed to the next day
if said opening date is not a Working Day.

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14. Bids must be firm and must remain available for acceptance by Taipower until June 3,
2025 (Taipei time).

Enclosed herewith you will find the Contract Agreement form and the following bidding
documents:

a. Instruction for Bidding;

b. Technical and Commercial Proposal form;
c. Price Proposal form; and
d.General Terms and Conditions (“General Terms”).

If you have any questions concerning this Bid Invitation Letter, Contract Agreement form or
the bidding documents, please address your questions in writing to Department of Fuels,
Taiwan Power Company, 9F., No. 242, Roosevelt Road, Section 3, Zhongzheng Dist.,
Taipei City 100208, Taiwan, R.O.C. (Facsimile: 886-2-23670597) no later than May 12,
2025. Taipower will provide a written reply no later than May 15, 2025.

Taipower shall have the right in its sole discretion to cancel or withdraw this invitation at
any time and assumes no obligation or liability whatsoever with respect to a Bidder’s
preparations or the costs incurred in responding hereto.

Very truly yours,

Richard K. S. Chiang,
Deputy Director for
Director of Department of Fuels
Taiwan Power Company
ENCLOSURES

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Contract Agreement form

This Contract Agreement is made as of this ______ day of _______, 2025, by and between
Taiwan Power Company, a corporation organized and existing under and by virtue of the
laws of the Republic of China, with its principal office at No. 242, Roosevelt Road, Section
3, Zhongzheng Dist., Taipei City 100208, Taiwan, Republic of China (“Buyer”) and
________________________, a corporation organized and existing under and by virtue of
the laws of ________________________ with its principal office at
__________________________________________ (“Seller”).

WITNESSETH

In consideration of the mutual covenants and agreements made by and between them, the
Parties hereby agree as follows:

I. DOCUMENTS CONSTITUTING THE CONTRACT

A. The following documents shall constitute the coal supply contract between Buyer and
Seller:

1. This Contract Agreement;

2. The General Terms and Conditions (“General Terms”) provided to Seller by Buyer;

3. Seller’s Technical and Commercial Proposal and Price Proposal as accepted by

Buyer; and

4. The Instruction for Bidding provided to Seller by Buyer.

These documents collectively shall be referred to as the “Contract”.

B. If one document constituting part of the Contract (as such may have been modified,
amended, or superseded) conflicts with another, the conflict shall be resolved by
giving precedence to the documents in the order in which they are listed in Section I.A
above. Unless otherwise specifically stated, addenda to documents shall, in the event
of conflict, prevail over the documents themselves and later addenda shall prevail
over earlier ones.

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 ITB No. TPC11408-A7
II. QUANTITY

Seller shall sell to Buyer and Buyer shall purchase from Seller Coal meeting the
specifications guaranteed in Article IV below, in one (1) shipment of 80,000 metric tons
plus or minus ten percent (10%) at shipmaster’s option. In addition, if the quantity of
Coal shown in the Bill of Lading (B/L) is greater than 88,000 metric tons, it will be
treated as 88,000 metric tons. However, if requested by Taipower that the quantity of
Coal shown in the Bill of Lading (B/L) is greater than 88,000 metric tons, then the price
to be paid by Taipower will base on the B/L quantity.

III. COAL MINE

The Coal to be supplied to Buyer shall exclusively come from ____________ (“Seller’s
Mine”) by____________(“Coal Mine Owner/Coal Mine Producer”).

IV. QUALITY

The Coal supplied under the Contract shall be in accordance with Seller’s
specifications, determined under and pursuant to Article 6 of the General Terms:
Seller’s
Item Max/Min
Specification
Gross Calorific Value (Kcal/Kg, as received) Min 6,200 Min*1
Total Moisture (%, as received) Max 15 Max*2
Ash Content (%, air dried) Max 14 Max
Total Sulfur Content (%, air dried) Max 0.7 Max
Volatile Matter (%, air dried) Min 26 Min
Fixed Carbon (%, air dried) Max 60 Max
Grindability (Hardgrove Index Value) Min 45 Min
Ash Fusion Temperature
(degree(s) Celsius, under reducing condition, Min 1,300 Min
H=W)
Mercury Content (mg/kg, dry basis) Max 0.12 Max
Size 50 x 0 mm
Size above 50 mm (%) Max 5 Max
Fines under 2 mm (%) Max 35 Max

Na O in Ash (%) Remark 3 Remark 3

2

Remark:
1. Gross Calorific Value greater than 6,900Kcal/Kg will be treated as
6,900Kcal/Kg.
2. Total Moisture can be raised to 18% max, if Ash Content is less than 10%.
3. Na O in Ash
2
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(1)If the actual Ash Content (air dried) is greater than 7%,
Na2O in Ash is 2.0% Max; if both actual (a) CaO+MgO > Fe2O3, and actual (b)
CaO+MgO+Fe2O3 > 20% are met, then Na2O in Ash can be raised to 5.0%
Max.
(2)If the actual Ash Content (air dried) is equal to or less than 7%
Na2O in Ash is 3.0% Max; if actual CaO+MgO+Fe2O3 > 20% is met, then Na2O
in Ash can be raised to 6.0% Max.

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V. SHIPPING

A. Coal to be delivered by Seller shall be shipped from the Port of Loading in

accordance with the following delivery schedule, subject to Article 12 (or 13, if
applicable) of the General Terms:

Delivery Schedule at Port of Loading

2025// ~ 2025//

B. The Port of Loading shall be___________________________________________

_________________________________________________________________.

C. The performing vessel shall be gearless Panamax Size vessel at the Port of Loading
at the guaranteed loading rate of _________ metric tons per weather working day of
twenty-four (24) consecutive hours, Saturdays, Sundays, and holidays included.

VI. BASE PRICE

Subject to the Coal meeting the specifications in Article IV, the Base Price for the Coal
to be delivered by Seller shall be FOBT Port of Loading (or CFR Port of Discharging,
Taiwan, if applicable) USD per metric ton.

VII. DETERMINATION OF QUALITY

Determination of quality shall be made in accordance with Option ___ in Section 6.4 of
the General Terms.

VIII. PAYMENT

Payment for the Coal shall be made in accordance with Option ___ in Article 10 of the
GENERAL TERMS.

IX. NOTICE

Address of Notice to Seller in accordance with Article 25 of the General Terms is

specified as below:
To Seller:

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X. ENTIRE AGREEMENT

The Contract constitutes the entire agreement of the Parties with respect to the subject
matter hereof and shall supersede any prior expression of intent or understanding with
respect to the transactions contemplated herein. The Contract may be amended or
modified only by a writing signed by the duly authorized representative of the Parties
hereto.

IN WITNESS WHEREOF, the Parties have caused this Contract Agreement to be duly
executed by their respective authorized representatives.

SELLER: BUYER:
Taiwan Power Company

By: ____________________________ By: _____________________________

Name: Name:
Title: Title: Director, Department of Fuels

ATTESTED: ATTESTED:

By: ____________________________ By: _____________________________

Name: Name:
Title: Title: Deputy Director, Department of Fuels

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Taiwan Power Company
Invitation to Bid No.TPC11408-A7

Instruction for Bidding

1.0 Bidder

1.1 Bids may be submitted to Taipower by any suppliers, including foreign coal mine
owners, foreign coal mine producer, foreign coal mine operators, and foreign and
local coal agents and trading companies, except as specified in Sections 1.4. In
addition, the coal to be purchased by Taipower and delivered by a Bidder shall be
supplied from Australia, Canada, Mainland China, the Republic of Colombia,
Kazakhstan, South Africa, and the United States.

1.2 Bids shall be duly executed by an authorized representative of the bidder with
authority to bind the bidder. Each bidder shall submit with its TECHNICAL AND
COMMERCIAL PROPOSAL with the Certificate of Authorization in the form of the
Attachment to the INSTRUCTIONS FOR BIDDING (Attachment 1). The signature
of the bidder’s authorized representative shall be certified as authentic by a notary
public or similar official in the bidder’s country authorized to certify signatures as
authentic. Such certification shall be in either the Chinese or English language.
Furthermore, according to the Enforcement Rules of the Government Procurement
Act Article 48, the responsible persons, agents or authorized representatives of the
tenderers shall be allowed to be present at the opening of TECHNICAL AND
COMMERCIAL PROPOSAL.

1.3 If a bid is submitted by a local firm, including an agent, a trading company, and a
subsidiary of a foreign firm, (collectively, “Authorized Local Bidder”), the Authorized
Local Bidder shall submit copies of its certificates of registration and tax-payment
with the Technical and Commercial Proposal. The originals of these two
certificates shall be presented to Taipower for verification if Taipower deems
necessary. In addition, a Foreign Supplier's Statement signed by the Authorized
Local Bidder and its Foreign Supplier shall also be attached to the Technical and
Commercial Proposal. Taipower shall be entitled to draw the full amount of the bid
bond(s) posted by a successful bidder and may, in its sole discretion, rescind,
cancel or terminate the Contract if the successful bidder fails to provide the
Foreign Supplier's Statement within fourteen (14) days after its receipt of the
Notice of Award from Taipower as described in the Instruction for Bidding. (A
specimen of an acceptable Foreign Supplier's Statement is attached to the
Technical and Commercial Proposal form). The signature of the Foreign Supplier's
authorized representative shall be certified as authentic by a notary public or
similar official in the Foreign Supplier's country authorized to certify signatures as
authentic. Such certification shall be in either the Chinese or English language.

1.4 Bids will not be accepted from a R.O.C. political party or a Bidder which is affiliated
with a R.O.C. political party. Bids also will not be accepted from a Bidder which is
prohibited pursuant to paragraph one of Article 103 of the R.O.C. Government

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Procurement Act from participating in tendering or being awarded a contract. In
addition, bids submitted in the following ways will not be acceptable: (1) submitted
by the company and its branch office, respectively; (2) submitted by different
branch offices of the same company, respectively.

1.5 The Bidder proposing coal with the origin of Mainland China is requested to
provide:
(1)Port of Export:
Unless shipowner and the performing vessel comply with the regulations for direct
cross-strait shipping between Taiwan Area and Mainland China Area, the
performing vessel under the Contract shall not call directly at the ports of Mainland
China; hence, the name of the Port of Export set forth by Bidders shall not be
located in Mainland China. Bidders’ Proposals failing to meet this requirement will
be rejected.
(2)Approval to Export Coal to Taiwan:
The Bidder is incorporated under the law of Mainland China who has received the
competent Mainland China authority’s approval to export coal to Taiwan; or, the
Bidder is incorporated under the law of third country or area other than Taiwan and
Mainland China must be appointed and authorized by a company in Mainland
China which has received the competent Mainland China authority’s approval to
export coal to Taiwan. Bidders’ Proposals failing to meet this requirement will be
rejected.

2.0 Submission of Bids

2.1 Each bid shall consist of the following documents and all necessary attachments:
(i) Technical and Commercial Proposal, and
(ii) Price Proposal.
Bidders shall submit bids in one complete set in the forms provided herewith
without alteration. Any alteration made by a Bidder to the above documents or any
part thereof may result in the disqualification of that Bidder and his bid in
Taipower's discretion. All information provided by Bidders shall be in the English
language.

2.2 Bids shall be executed by the Bidder’s authorized representative.

2.3 The Technical and Commercial Proposal and the Price Proposal shall each be
sealed in a separate envelope, clearly marked on the front as “Technical and
Commercial Proposal” and “Price Proposal”, respectively. These two envelopes
shall be submitted to Taipower in a single envelope marked on the front as “Spot
Coal Bid” and with date and hour of opening of Technical and Commercial
Proposals (as specified in the Coal Supply Bid Invitation Letter). The bid envelope
and the envelopes containing the Technical and Commercial Proposal and Price
Proposal, respectively, shall each be marked on the upper left hand corner with the
name and address of the Bidder, and the Invitation to Bid number.

2.4 Any bid submitted with both the Technical and Commercial Proposal and the Price
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Proposal in the same envelope will be rejected. In order to comply with the
requirements of the R.O.C. Government Procurement Act, any bid submitted
without the requested certificate (attached with the Technical and Commercial
Proposal form) will be rejected. For suppliers downloading the tender
documentation electronically, the tender shall be submitted with an evidence of
receiving the tender documentation electronically. It is also allowed to submit such
evidence requested by the Entity after tender opening.

2.5 The bid envelope shall be addressed to:

Department of Fuels
Taiwan Power Company
9F., No. 242, Roosevelt Road, Section 3, Zhongzheng Dist., Taipei City 100208,
Taiwan, R.O.C.
Bids shall be delivered by hand, by express courier, or by certified mail (air mail, if
international). Facsimile bids will be unacceptable.

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3.0 Handling of Bids

3.1 Technical and Commercial Proposals will be opened at the time and date stated in
the Coal Supply Bid Invitation Letter, unless a change to such expected time is
posted in public. Bidders may appoint one authorized representative to attend the
Technical and Commercial opening meeting at Taipower. In case of any ambiguity
as to the content of the Technical and Commercial Proposal, Taipower may
request clarification from the Bidder.

3.2 Taipower reserves the right to reject any bid which has not been properly
completed. Any Technical and Commercial Proposal containing pricing information
shall automatically be rejected. The Price Proposal relating to those Technical and
Commercial Proposals rejected by Taipower will not be opened and will be
returned to Bidders. Taipower shall notify Bidders whose bids are rejected of the
reasons for their rejection.
Taipower reserves the right not to award any shipment which would result in
Taipower’s purchases of coal of Mainland China origin, including both spot and
term contracts, exceeding 30 percent of Taipower’s then current total annual
requirements.

3.3 Price Proposal relating to those Technical and Commercial Proposals that
Taipower has determined to be acceptable shall be publicly opened, following
notice to Bidders who remain eligible for Contract award after Taipower's review of
the Technical and Commercial Proposals, at the offices of Taipower at the time
and date specified in such notice unless Taipower notifies such eligible Bidders of
a change to such expected time. Eligible Bidders may appoint one authorized
representative to attend the Price Proposal opening meeting at Taipower by
presenting or faxing to Taipower, on or before the date prior to the Price Proposal
opening meeting, a completed copy of the “Authorization for Bidder's
Representative” form attached to these Instruction for Bidding (Attachment 2). If an
eligible Bidder fails to appoint an authorized representative to attend the Price
Proposal opening meeting, it shall be deemed to have waived its right to reoffer
lower prices at the Price Proposal opening meeting. If all bids for any shipment
exceed Taipower's ceiling price (see Section 4.6 of these Instruction for Bidding)
and if the eligible Bidder whose evaluated CFR price is lower than any other
evaluated CFR price for the shipment has sent an authorized representative,
Taipower may request such eligible Bidder to reoffer one lower price for such
shipment. Such eligible Bidder’s representative as is authorized to do so may
reoffer one lower price by amending the Bidder’s Price Proposal at the Price
Proposal opening meeting. If the eligible Bidder whose evaluated CFR price is
lower than any other evaluated CFR price for the shipment has not sent an
authorized representative or if the reoffer of lower price still exceeds Taipower's
ceiling price, Taipower may request a reoffer of lower prices from all eligible
Bidders who have sent an authorized representative to reoffer lower prices at the
Price Proposal opening meeting, but such requested reoffer of lower prices shall
not occur more than three times.

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Unless permitted by Taipower, the authorized representative of the eligible Bidder,
will not be allowed to leave the Price Proposal opening meeting room and/or
contact anyone, including the Bidder, by any means until the meeting is over.

3.4 Subject to Sections 3.1 and 3.3 of the Instruction for Bidding, bids may not be
altered after the Bid Due Date. While bid evaluation is underway, Bidders shall not
contact Taipower by any means unless Taipower takes the initiative in contacting
the Bidder. If a Bidder is requested to make clarifications to its bid, it will be
informed in writing, and such clarifications shall be submitted in the manner and
form directed by Taipower.

3.5 Bidders may offer to supply one or more than one shipment. A Bidder who wants to
bid on less than all of the shipments for which Taipower is seeking bids may
choose the shipment(s) on which to bid. Bidders shall quote only one offer for each
shipment; no alternative quotation will be considered and may bid different price(s)
for different shipment(s).

3.6 Each Bidder must ensure that bid bond(s) deposited by the Bidder and received by
Taipower on or before the Bid Due Date pursuant to Section 7.1 of these
Instruction for Bidding adequately cover the shipment(s)/quantity offered by the
Bidder; otherwise the shipment(s) of the bid submitted by such Bidder that is/are
not adequately covered with bid bond(s) will be considered unacceptable. If a
Bidder offers to supply more than one shipment, and, if Taipower is unable to
identify which shipments offered are adequately covered with bid bonds, the
shipments starting from the first shipment offered by the Bidder that can be
adequately covered with bid bonds will be deemed to be the shipments that are
adequately covered with bid bonds.

3.7 In accordance with Article 50 of the R.O.C. Government Procurement Act, if any of
the following circumstances occur with respect to a Bidder, Taipower will not open
the bid of such Bidder if such circumstance is found before bid opening or award
the contract to such Bidder if such circumstance is found after bid opening:
(a) the method of bidding does not comply with the requirements of the bidding
documents;
(b) the content of the bid is inconsistent with the requirements of the bidding
documents;
(c) the Bidder borrows or assumes any other firm’s name or certificate to bid,
(d) the tenderer uses untrue documents to tender;
(e) the contents of the bid exist significantly abnormal connection with those of
other Bidders;
(f) Bidder is prohibited pursuant to paragraph one of Article 103 of the R.O.C.
Government Procurement Act from participating in tendering or being awarded
a contract; or
(g) the Bidder does anything else in breach of Act or regulations which impair
the fairness of the procurement.

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4.0 Evaluation of Bids

4.1 Comparison of the Bidders’ Price Proposal will be made on a U.S. dollar basis. All
non-U.S. dollar Price Proposal will be rejected.

4.2 The price quotation for each shipment shall include all items specified in the price
format of the Price Proposal form. Bidders shall quote prices on both an FOBT
Port of Loading and CFR Port of Discharging, Taiwan basis, and ocean freight for
the shipment shall be offered based on the condition of discharging rate set forth in
Section 12.4 of the General Terms and Conditions. Failure to submit a price
quotation for a shipment with all items specified in the price format of the Price
Proposal form will make the bid unacceptable.

4.3 In case of error(s) in the Bidder’s calculation of evaluated CFR price, the offered
CFR price shall govern. In case a discrepancy is found between the offered CFR
price (“Price A”) and the aggregate of FOBT price and ocean freight (“Price B”), the
lower of Price A and Price B shall govern. If Price A is lower than Price B, the
FOBT price shall be reduced by the difference in amount between Price A and
Price B.

4.4 Bids will be evaluated by comparing evaluated CFR prices determined in

accordance with the following formula:
Evaluated CFR price =
(CFR price + P1 + P2 + P3) x
(6,322 Kcal/Kg/Bidder’s Specification for Gross Calorific Value)

Where:
P1 = CFR price x 0.3% x (Bidder’s Specification for Total Moisture/1%)
P2 = USD0.5/MT x (Bidder’s Specification for Ash Content/1%)
P3 = USD0.5/MT x (Bidder’s Specification for Total Sulfur Content/0.1%)

Bidder’s Specification for Gross Calorific Value greater than 6,900 Kcal/Kg will be
treated as 6,900 Kcal/Kg.

A fraction of a cent in the calculation of P1, P2, P3 and Evaluated CFR price shall
be rounded up to a cent if such fraction is one-half of a cent or more, and shall be
rounded down otherwise.

4.5 Example for Bid Evaluation

Example :
Bidder’s offered price & specifications:
Offered price: Specifications
CFR Port of Ash Total Sulfur Gross Calorific
Discharging, Total Moisture Content Value
Content
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(as received) (air dried) (air dried) (as received)
Taiwan
USD 65/MT 14% 9% 0.5% 6,300 Kcal/Kg
P1 =USD65 x 0.3% x (14%/1%)
P2 =USD0.5 x (9%/1%)
P3 =USD0.5 x (0.5%/0.1%)
(the following Evaluated CFR price is proceeded by Excel)

Evaluated CFR price

=(CFR price + P1 + P2 + P3) x (6,322 Kcal/Kg/Bidder’s Specification for Gross
Calorific Value)
=ROUND((A3+ROUND(A3*0.003*(B3/1),2)+ROUND(0.5*(C3/1),2)+ROUND
(0.5*(D3/0.1),2))*(6322/E3),2)
=USD74.99

4.6 Taipower will establish a ceiling price for the bid. Contract award for each shipment
will, in principle, be made to the eligible Bidder whose bid meets the requirements
set forth in the bidding documents and whose evaluated CFR price represents the
lowest one within the ceiling price. In accordance with the R.O.C. Government
Procurement Act, Taipower reserves the right to reject any or all bids or rebids; to
reject any bid in excess of the ceiling price; or to request rebids from Bidders in
accordance with Section 3.3 of these Instruction for Bidding should all bids exceed
the ceiling price. For any shipment, if the offered FOBT price (converted to 6,322
Kcal/Kg GAR) of the-lowest-evaluated CFR-price-Bidders is not comparable to the
then current market price, Taipower reserves the right not to award the said
shipment and to cancel or retender the said shipment.

5.0 Notice of Award and Contract Agreement

5.1 After evaluation of the Price Proposal, awards will be made on a shipment-by-
shipment, a panamax size basis. Taipower has the right to award the contract on
either a FOBT Port of Loading or CFR Port of Discharging, Taiwan basis. Taipower
will issue the Notice of Award informing such Bidder that the Bidder(s) is in line for
the award first and specify the delivery terms (FOBT Port of Loading or CFR Port
of Discharging, Taiwan) of awarded shipment(s) later. The successful Bidder(s)
shall also receive from Taipower, for the successful Bidder(s)’ execution,
counterparts of a Contract Agreement that shall set forth the specific commercial
terms relating to the contemplated award for such shipment (e.g. price, total
quantity of coal, Port of Loading, etc.). In addition, the successful Bidder(s) shall
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receive another two (2) copies of the General Terms, two (2) copies of the
Instruction for Bidding, which are to be initialed by the successful Bidder(s), and a
copy of the Technical and Commercial Proposal and Price Proposal as accepted
by Taipower.
5.2 The successful Bidder(s) must execute the required number of counterparts of the
Contract Agreement, initial each page of the required number of counterparts of
the Contract Agreement and each page of the two (2) copies of the General Terms
and two (2) copies of the Instruction for Bidding, and return the counterparts of the
Contract Agreement(s), one (1) copy of the General Terms and one (1) copy of the
Instructions For Bidding to be received by Taipower within fourteen (14) days after
the date on which the successful Bidder(s) received the unexecuted Contract
Agreement and uninitialed General Terms and Instruction for Bidding from
Taipower.

5.3 The issuance and receipt of the Notice of Award shall be binding upon the
successful Bidder(s). Taipower will return to the successful Bidder(s) one
counterpart of the Contract Agreement executed by Taipower.

6.0 Contract Documents

The Contract between Taipower and the successful Bidder(s) shall consist of:
(a) The Contract Agreement (containing the basic commercial terms and executed
by both parties);
(b) The General Terms;
(c) Technical and Commercial Proposal and Price Proposal of the successful
Bidder(s) as accepted by Taipower; and
(d) The Instruction for Bidding.

7.0 Bid Bond

7.1 Each Bidder shall cause Taipower to receive, on or before the date and time for
receipt of bids set forth in Taipower's Coal Supply Bid Invitation Letter (“Bid Due
Date”), a bid bond for each shipment in the full amount as follows:
United States dollars New Taiwan dollars

80,000 per shipment 2,640,000 per shipment

A bid bond shall be deposited for each shipment with respect to which the Bidder is
submitting a bid and in the form of cash, Taiwan local financial institution’s
promissory note, Taiwan local financial institution’s check, Taiwan local financial
institution’s certified check, postal money order, R.O.C. Government bond, Taiwan
local financial institution’s certificate of deposit pledged to Taipower, or Taiwan
local bank’s bank guarantee or insurance policy under which the bank or insurer is
liable jointly and severally with the Bidder. Bid bond deposited by cash in United
States dollars shall be deposited to Taipower’s Account with the details as follows:
BANK NAME : BANK OF TAIWAN KUNG KUAN BRANCH

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SWIFT/BIC : BKTWTWTP034
A/C NAME : TAIWAN POWER COMPANY
A/C NO.：034007154746
REMARK：Guarantee

Bid bond deposited by cash in New Taiwan dollars, to Taipower’s A/C No.
93040090265001 at Bank of Taiwan, Kung-Kuan Branch, Taipei, Taiwan.
The copy of certification of depositing shall be attached with the bid.
In lieu of the above-mentioned, irrevocable standby letter(s) of credit in Taipower's
favor will also be acceptable. (A specimen of an acceptable bid bond standby letter
of credit is attached to these Instruction for Bidding, please see Attachment 3). The
standby letter(s) of credit, which shall be denominated in United States dollars or
New Taiwan dollars, shall be issued by a bank in Taiwan, or issued by a first class
banking institution of international standing outside Taiwan and confirmed at no
cost to Taipower by a bank in Taiwan. Each Bidder shall, at its expense, ask its
issuing bank to notify Taipower by facsimile of the standby letter of credit number,
the Invitation For Bid number, the amount of the bid bond deposited, the name of
the L/C applicant, the name of the advising bank, and the name of the confirming
bank before the Bid Due Date, if there shall be one. If the bid bond standby
letter(s) of credit is/are established by a foreign supplier on behalf of a Bidder in
Taiwan, the name of the Bidder must be clearly indicated in the standby letter of
credit and the facsimile advice.
The standby letter(s) of credit shall be valid for at least two (2) months after the
Bid Due Date. If the validity of the Bidder’s bid is extended, the validity of the
standby letter(s) of credit shall be extended correspondingly. Failure by the Bidder
to cause the extension of the validity of the bid bond will constitute a violation of a
material provision of these Instruction for Bidding.

7.2 Taipower will not consider bids from Bidders that fail to post acceptable bid
bond(s), including, but not limited to, its form, substance, amount, validity time,
issuing bank or confirming bank. Taipower shall be entitled to draw the full amount
of the bid bond(s) posted by a Bidder if the Bidder withdraws its bid after the Bid
Due Date and during the period during which the bid is to remain open to
acceptance by Taipower. Taipower shall also be entitled to draw the full amount of
the bid bond(s) posted by a successful Bidder if the successful Bidder receives the
unexecuted Contract Agreement from Taipower but fails to furnish satisfactory
performance guarantee bond(s) to Taipower (in accordance with Article 11 of the
General Terms) within fourteen (14) days after receiving the Notice of Award.

7.3 Bid bonds will be refunded or returned to unsuccessful Bidders without interest as
soon as practicable after the award of a Contract or if the Invitation For Bid is
nullified for any reason. The bid bond(s) of a successful Bidder will be refunded or
returned without interest after the successful Bidder provides Taipower with
satisfactory performance guarantee bond(s) in accordance with Article 11 of the
General Terms and executes and returns the relevant documents in accordance
with Section 5.2 of these Instructions for Bidding.

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7.4 Notwithstanding Section 7.3 above, the bid bond(s) shall not be refunded or
returned to the Bidder, and the refunded or returned bid bond shall be recovered if
any of the following circumstances exists. The same shall apply where the bid
bond is not deposited in accordance with the tender documentation:
(a) the Bidder used false or untrue documents to tender;
(b) the Bidder borrowed the name or certificate of another to tender, or allowed any
others to borrow its name or certificate to participate in a tender;
(c) the Bidder assumed the name or certificate of another to tender;
(d) after being awarded, the tenderer refused to execute a contract;
(e) after being awarded, the Bidder failed to deposit sufficient performance
guarantee bond(s) or to provide other guarantees sufficiently within a prescribed
time-limit;
(f) the Bidder offered, promised, or delivered improper benefit to the personnel in
relation to procurement; or
(g) the responsible entity found that there is violation of laws and regulations which
affect the fairness of the procurement.

Of the circumstances of recovery of bid bond referred to in the preceding

paragraph, the amount of recovery shall be determined by the amount specified in
the tendering documentation when the tenderer fails to deposit the bid bond
according to the tender documentation.

8.0 Non-Commitment of Taipower

8.1 Notwithstanding Section 4.6 of these Instruction for Bidding, Taipower does not
bind itself to accept the lowest Price Proposal and reserves the right to declare the
bidding canceled.

8.2 All the costs incurred directly or indirectly by the Bidder in the preparation and
presentation of its bid, as well as all the costs of the bid bond shall be borne by the
Bidder. Taipower assumes no obligation whatsoever with respect to a bid, the
preparation thereof, or the costs related thereto.

8.3 Taipower reserves the right to waive any informality or requirement in bids received
and to accept any bid considered advantageous to Taipower.

9.0 Taipower's Property

9.1 All data and information given in or appended to the bidding documents are
Taipower's property and are furnished to Bidders for the sole purpose of enabling
each Bidder to prepare and submit a bid responsive thereto. The information
contained or referred to in the bidding documents or appended thereto shall not be
disclosed or released by a Bidder for any other use or purpose.

9.2 Taipower has the right to release the evaluated CFR award price and the name of
the successful Bidder publicly.

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9.3 Bidders’ Technical and Commercial Proposal and/or Price Proposal will be
returned by Taipower if they are unopened in accordance with the R.O.C.
Government Procurement Act.

10.0 Government Procurement Act

10.1 Article 103 of the Government Procurement Act provides that a supplier whose
name has been published in the Government Procurement Gazette pursuant to
the third paragraph of Article 102 because of any of the circumstances
enumerated in Article 101 is prohibited from participating in bidding for or being
awarded a contract or subcontract for specified periods of time. A Bidder will be
required to certify, in the Certificate form attached to the Technical and
Commercial Proposal.

10.2 Pursuant to Article 101 of the R.O.C. Government Procurement Act, if Taipower
finds that a supplier has any of the following circumstances, Taipower shall notify
the supplier of the facts, reasons related thereto, and the period pursuant to
paragraph 1 of Article 103, indicate with a note in the notification that it will be
published on the Government Procurement Gazette if the supplier does not file a
protest:
(a) where the supplier allows any others to borrow its name or certificate to
participate in a tender;
(b) where the supplier borrows or assumes any other’s name or certificate to
participate in a tender;
(c) where the supplier has substantially reduced the work or materials without
obtaining a prior approval;
(d) where the supplier uses false or untrue documents to tendering, contracting,
or performing a contract, particularly serious thereof;
(e) where the supplier participates in tendering during the period when its
business operation has been suspended by a disciplinary action;
(f) where the supplier has committed any of the offenses prescribed in Articles
87 to 92 of the Government Procurement Act, and has been sentenced by a
court of the first instance;
(g) where the supplier refuses to execute a contract without due cause after
award;
(h) where an inspection indicates any serious non-conformity with the contractual
requirements;
(i) where the supplier does not fulfill its obligation of guarantee after inspection
and acceptance, particularly serious thereof;
(j) where the time-limit for contract performance is seriously delayed due to
causes attributable to the supplier;
(k) where the supplier is in breach of the requirement of Article 65 by assigning a
contract to others;
(l) where a contract is rescinded or terminated for causes attributable to the
supplier, particularly serious thereof;

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(m) where the supplier is under the procedure of bankruptcy;
(n) where the supplier discriminates gender, aborigines, physically or mentally
disabled, or personnel of disadvantaged groups, particularly serious thereof;
or
(o) where the supplier offered, promised, or delivered improper benefits to the
personnel in relation to procurement;

Where there is a supplier who shares the liability with the contractor jointly and
severally and the entity notifies the supplier to fulfill its liability, the preceding
paragraph shall also apply.

10.3 Where Taipower has notified a supplier pursuant to the preceding Section 10.2
and the supplier does not file a protest or complaint within the prescribed time
period, or the complaint filed is not accepted, or the review decision indicates that
the notification is not in breach of the R.O.C. Government Procurement Act or
untrue, Taipower shall immediately publish the name of the supplier and the
relevant circumstance on the R.O.C. Government Procurement Gazette. A
supplier whose name has been published on the R.O.C. Government
Procurement Gazette is prohibited from participating in tendering, being awarded
or sub-contracted in accordance with Article 101 and 103 of the Act.

11.0 General

11.1 The singular shall include the plural, and the masculine shall include the feminine
and neuter and vice versa where the context requires.

11.2 A Bidder’s submission of its bid shall be deemed to be conclusive evidence that it
has investigated and understood and is fully satisfied with all of the matters,
requirements and conditions in the Republic of China which may affect its bid or
its execution of the Contract. Each Bidder agrees that it has no claims of any kind
whatsoever for additional payment, extension of time, or otherwise, on ground of
unawareness or inadequate investigation or awareness of any matter,
requirement or condition that may be subsequently found by it to affect its bid.

11.3 A Bidder’s questions concerning any of the bidding documents or request for
additional information from Taipower shall be submitted and received by Taipower
in writing not later than the time specified in the Coal Supply Bid Invitation Letter.
Taipower shall provide a written reply to Bidders’ questions or post it in public, if
deemed necessary, not later than the time specified in the Coal Supply Bid
Invitation Letter, Taipower may or may not make any change to the bidding
documents in its sole discretion. Any change to the bidding documents made by
Taipower prior to the opening of the Technical and Commercial Proposals will be
posted in public and Taipower may decide to extend the Bid Due Date, if deemed
necessary.

11.4 Should a Bidder determine that there is an ambiguity or a conflict in the bidding
documents, it shall immediately bring the matter to Taipower's attention.
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Taipower's interpretation shall be final. Taipower shall not be responsible for any
other interpretation.

11.5 By participating in the bidding, each Bidder agrees and acknowledges that in no
event shall it be entitled to make a claim of any kind against Taipower or
Taipower's officers, employees, or consultants arising out of, relating to, or in any
way connected with the Bidder’s bid or Taipower's consideration thereof.

11.6 It is Taipower's policy that bid opening, evaluation and contract award shall be
conducted in conformity with relevant laws, rules and regulations. A Bidder may
contact Justice Investigation Bureau (886-2-29177777, Xindian P.O. Box 60000)
or Taipei Office of Justice Investigation Bureau (886-2-27328888, Taipei P.O. Box
60000), if it believes there has been non-conformity in relation to this Invitation To
Bid.

11.7 In addition to the above, for Bidders’ reference, the following information relating
to the applicability of the R.O.C. Government Procurement Act (hereinafter refer
to as “Act”) to this tender is listed below:
(a) This tender is applicable to “Property Procurement” as defined in Article 7 of
the Act;
(b) This tender is applicable to the “Limited tendering procedures” as defined in
Article 18 of the Act;
(c) This tender is applicable to the “Large Procurement” as defined in Article 36 of
the Act;
(d) The “Superior entity”, as defined in Article 9 of the Act, is The Ministry of
Economic Affairs of the R.O.C.
(e) In accordance with Article 75 of the Act, a Bidder may, in the period as
specified below, file a protest in writing with Taipower if the Bidder deems that
Taipower is in breach of laws or regulations or of a treaty or an agreement to
which this nation is a party (hereinafter referred to as the “Act and
Regulations”) so as to impair the Bidder’s rights or interest in a procurement:
(i) Where the protest is filed for the content of the tender documentation, one
quarter of the period for tendering starting from the next date of invitation to
tender and a segment of less than one (1) day shall be counted as one (1)
day; provided that the whole period shall not be less than ten (10) days;
(ii) Where the protest is filed for the interpretations, subsequent explanations,
amendments or supplements of the tender documentation, ten (10) days
from the next date of receipt of the notification from Taipower; or
(iii) Where the protest is filed for the procedures or the outcome of the
procurement, ten (10) days from the next date of receipt of the notification
from Taipower; or ten (10) days from the next date when said procedures
or outcome are known or can be known if such procedures or outcome are
not notified or published; provided that the period shall not exceed fifteen
(15) days from the next date of the award of contract.
Taipower will make proper disposition and notify the protesting Bidder in
writing of such disposition within fifteen (15) days from the next date of receipt

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of the protest. In case that such disposition involves amendment or
supplement to the content of the tender documentation, Taipower will notify
each Bidder in writing of such amendment or supplement, and may extend the
time-limit for tendering if required. The address, telephone and fax number of
Department of Fuels, Taipower are as follows:
Department of Fuels
Taiwan Power Company
9F., No. 242, Roosevelt Road, Section 3, Zhongzheng Dist., Taipei City
100208, Taiwan, R.O.C.
Tel. 886-2-23666720/886-2-23667399
Fax: 886-2-23670597/886-2-23678593
(f) In accordance with Article 76 of the Act, a Bidder may file a written complaint
with Complaint Review Board for Government Procurement (CRBGP) within
fifteen (15) days from the next date of receipt of the disposition by Taipower of
protest if the Bidder objects to the disposition, or from the next day of expiry of
the period specified in Section 11.7(e) if Taipower fails to dispose the case
within the period.
(g) In accordance with Article 85-1 of the Act, in case that a supplier and
Taipower cannot reach an agreement in respect of a dispute arising from or in
connection with the performance of a contract, the dispute may be referred to
the CRBGP for mediation. The entity, address, telephone and fax number of
CRBGP are as follows:
Procurement and Public Construction Commission of Executive Yuan, R.O.C.
9F., No. 3, Songren Road, Xinyi Dist., Taipei City 11010, Taiwan, R.O.C.
Tel. 886-2-87897530
Fax: 886-2-87897514
(h) In accordance with Article 108 of the Act, the ROC central government has
established procurement control units to monitor and supervise procurement
affairs. The address, telephone and fax number of such units in the ROC
central government are as follows:
(i) Investigation Bureau, Ministry of Justice
P. O. Box 60000, Xindian, New Taipei City, Taiwan, R.O.C.
Tel. 886-2-29177777
Fax: 886-2-29188888
(ii) The Taipei City Field Office, Investigation Bureau, Ministry of Justice
P. O. Box 60000, Taipei City, Taiwan, R.O.C.
Tel. 886-2-27328888
(iii) Central Procurement Control Unit’s
Procurement and Public Construction Commission of Executive Yuan,
R.O.C.
9F., No. 3, Songren Road, Xinyi Dist., Taipei City 110207, Taiwan, R.O.C.
Tel. 886-2-87897548
Fax: 886-2-87897554
(iv) Procurement Control Unit of Ministry of Economic Affairs

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No. 15, Fuzhou St., Zhongzheng Dist., Taipei City 100210, Taiwan, R.O.C.
Tel: 886-2-23971592
Fax: 886-2-23971593
(v) Agency Against Corruption, Ministry of Justice
No. 166, Bo’ai Rd., Zhongzheng Dist., Taipei City 100006, Taiwan, R.O.C.
Tel. 886-800-286586
Fax: 886-2-23811234
P.O. BOX 153 Taipei, Taipei City 10099, Taiwan, R.O.C.
E-Mail: gechief-p@mail.moj.gov.tw

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Attachment 1
Certificate of Authorization

Mr. / Ms. ______________________ Title: _______________________ (“the

Authorized Representative”) is duly authorized to execute the Technical and
Commercial Proposal, the Price Proposal, and the Contract Agreement (if the Bidder is
successful) for the Invitation to Bid No. TPC11408-A7.

Signature of the Authorized Representative: _____________________________

Dated: _______________________

Bidder: _______________________ (Company name)

Notary Public Column:

Note:
The signature of the Authorized Representative shall be certified as authentic by a
notary public. Otherwise, this Authorized Representative will be unacceptable.

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Attachment 2
Authorization for Bidder's Representative

To: Department of Fuels

Taiwan Power Company

Re: Invitation to Bid No. TPC11408-A7

Please be advised that:

Signature: _______________________
Name: __________________________
Title: ___________________________
Company: ____________________________________________
Address: _____________________________________________
Telephone: ___________________________________________

will be attending the Price Proposal opening meeting for the referenced Invitation To
Bid as our company's representative (“Authorized Representative”). The Authorized
Representative (please check one):

□ is fully authorized to reoffer a lower price on behalf of our company if all bids for any
shipment exceed Taipower's ceiling price and Taipower requests our company to
reoffer a lower price by amending our company’s Price Proposal at the Price
Proposal opening meeting.

□ is authorized only to attend the Price Proposal opening meeting and is not
authorized to reoffer a lower price.

The Authorized Representative will have a copy of this Authorization and upon request
will make it available for inspection at the Price Proposal opening meeting.

Bidder:
Company name: _________________________

By: ____________________________________
(Authorized Signature)
Name: __________________________________
Title: ___________________________________
Date: ___________________________________

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Attachment 3
SPECIMEN OF BID BOND form

Irrevocable Standby Letter of Credit Credit number

(see note 1)
Place and date of issue Date and place of expiry
July 19, 2025
at the negotiating bank in Taiwan
Applicant Beneficiary
Taiwan Power Company
No. 242, Roosevelt Road, Section 3,
Zhongzheng Dist., Taipei City 100208,
Taiwan, R.O.C.
Advising Bank Amount

Gentlemen:
We hereby issue in your favor the Irrevocable Standby Letter of Credit which is
available with any bank in Taiwan by negotiation against beneficiary’s draft(s) or
simple receipt(s) at sight drawn on us accompanied by the following document:
Beneficiary’s signed statement certifying that (name of the Bidder) has
deviated from the requirements as specified on the invitation documents under
Invitation to Bid No. TPC11408-A7 of Beneficiary.

Special Instructions:
1. Partial drawings are allowed.
2. All charges including confirmation fee, if any, are for applicant’s account.

We hereby agree with the drawers, endorsers and bona fide holders of draft
drawn and negotiated under and in compliance with the terms of this credit that
such draft(s) or simple receipt(s) will be duly honored without recourse upon
presentation to the drawee.

This credit is subject to the Uniform Customs and Practice for Documentary
Credits (2007 Revision), International Chamber of Commerce, Paris, France,
Publication No. 600.
Authorized Signature

Note:
1. The standby letter of credit shall be issued or confirmed by a bank registered in the
Republic of China on Taiwan.
2. The successful Bidder may use the Bid Bond to serve as its Performance
Guarantee Bond by means of amending the amount, validity and contents of the
signed statement.

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 ITB No. TPC11408-A7
Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================

Technical and Commercial Proposal

This document presents Bidder’s Technical and Commercial Proposal in response to

and based upon Taipower's Invitation to Bid No. TPC11408-A7 and consists of the
following sections:

I. Bidder
II. Place of Origin and Port of Loading, Etc.
Iii. Quality
Iv. Quantity
V. Certification of Independent Price Determination
Vi. Certification Relating to Government Procurement Act
Vii. Remedy for False Statement

If Bidder is an Authorized Local Bidder, Bidder and its Foreign Supplier shall have
executed a Foreign Supplier's Statement which is also attached hereto.

Along with Bidder’s Price Proposal submitted herewith sealed in a separate envelope,
this Technical and Commercial Proposal constitutes a firm and binding offer to supply
Taipower with coal at the price indicated in the Price Proposal on the terms and
conditions specified herein and in the Instruction for Bidding and General Terms. If
Bidder is awarded, Bidder shall be bound to supply coal to Taipower pursuant to a
contract that shall consist of: (a) the Contract Agreement (containing the basic
commercial terms and executed by both parties); (b) the General Terms; (c) Bidder’s
Technical and Commercial Proposal and Price Proposal as accepted by Taipower; and
(d) the Instruction for Bidding.

This bid is irrevocable until, and Taipower may accept this bid at any time prior to June
3, 2025 (Taipei time).

Bidder:
Company Name: ___________________________

By: _____________________________________
(Authorized Signature)
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________

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 ITB No. TPC11408-A7
Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================
I. Bidder (Please check one)
The Bidder is:
□ A Foreign Supplier, as defined in Section 1.2 of the Instruction for Bidding.
(Complete Section I.A.)
□ An Authorized Local Bidder, as defined in Section 1.3 of the Instruction for Bidding.
(Complete Section I.A and Section I.B.)
A. The Bidder is:
_____________________________________________ (Companyname)

_________________________________________________________________
_________________________________________________________________
(Principal office address)
(________) ________________ (Telephone)
(________) ________________ (Facsimile)
___________________________ (e-mail address)
The Bidder is a firm organized and existing under the laws of
_____________________ (Country), with the following principal officers:
______________________ (Name & Title)
B. The Authorized Local Bidder’s Foreign Supplier is:
_____________________________________________ (Company name)
__________________________________________________________________
__________________________________________________________________
(Principal office address)
(________) ________________ (Telephone)
(________) ________________ (Facsimile)
___________________________ (e-mail address)
A Supplier's Statement has been completed by the Foreign Supplier and the
Authorized Local Bidder and is attached hereto.

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 ITB No. TPC11408-A7

Taiwan Power Company

Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================

Certification to Supply the Coal

If the Bidder is not the Coal Mine Owner/Coal Mine Producer stated in paragraph II (A)
2. below, the said Coal Mine Owner /Coal Mine Producer shall sign herein to certify
that it has committed to supply the coal for the quoted shipment(s):

Coal Mine Owner /Coal Mine Producer:

Company Name: ___________________________

By: ______________________________________
(Authorized Signature)
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________

Notary Public Column:

Note:
1. The signature of the authorized officer of the Coal Mine Owner/Coal Mine Producer
shall be certified as authentic by a Notary Public. Otherwise, this CERTIFICATION
TO SUPPLY THE COAL will be unacceptable.
2. Taipower shall be entitled to draw the full amount of the bid bond(s) posted by a
successful bidder and may, in its sole discretion, rescind, cancel or terminate the
Contract if the successful bidder fails to provide the CERTIFICATION TO SUPPLY
THE COAL within fourteen (14) days after its receipt of the Notice of Award from
Taipower as described in the Instruction for Bidding.

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Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================
II. Place of Origin and Port of Loading, Etc.

(A) The coal to be supplied to Taipower if this proposal is accepted will exclusively
come from the single mine described below:
1. Coal Mine (name, address, location and country):
____________ (Name)
_______________________________________________________________
_______________________________________________________________
(Address, Location and Country)
2. Coal Mine Owner/Coal Mine Producer (name, address, location and country,
Telephone, Facsimile, e-mail address, Principal Officer’s Name & Title):
____________ (Name)
_______________________________________________________________
_______________________________________________________________
(Address, Location and Country)
(________) ________________ (Telephone)
(________) ________________ (Facsimile)
__________________________ (e-mail address)
__________________________ (Principal Officer’s Name & Title)
Note:
1. The Bidder is requested to provide in the Technical and Commercial Proposal a
copy of B/L and a copy of valid certificate of analysis for coal quality (accepted
by both buyer and seller for the shipment in question) issued by an independent
inspection company of international standing for a shipment supplying at least
32,000 metric tons previously exported within the past five years from the mine
offered, and the quality items shown in the certificate shall meet Taipower’s coal
quality specifications. If the quality specification items required by all of the
Bidder’s customers do not include all the quality items required under this
tender, then the certificate of analysis shall at least include Gross Calorific
Value, Total Moisture, Ash Content and Total Sulfur Content. Bidders’ Proposals
failing to meet this requirement will be rejected.
2. In addition, upon request by Taipower, a Bidder shall provide to Taipower's
satisfaction relevant supporting documents including certificate issued by
relevant authorities of exporting country to demonstrate the legal status and
current situation of the coal mine from which the coal will be supplied. If a
shipment of coal offered by Bidder is produced by an illegal coal mine producer,
such shipment will not be accepted. The bidder proposing coal mine with the
origin of Indonesia is requested to provide in the Technical and Commercial
Proposal a copy of ET Batubara issued by the Ministry of Trade of the Republic
of Indonesia. Bidders’ Proposals failing to meet this requirement will be rejected.
3. The Bidder proposing coal with the origin of Mainland China is requested to
provide “Approval to Export Coal to Taiwan.” The Bidder is incorporated under
the law of Mainland China who has received the competent Mainland China
authority’s approval to export coal to Taiwan; or the Bidder is incorporated under
the law of third country or area other than Taiwan and Mainland China must be

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 ITB No. TPC11408-A7
appointed and authorized by a company in Mainland China which has received
the competent Mainland China authority’s approval to export coal to Taiwan.
Bidders’ Proposals failing to meet this requirement will be rejected.
4. In addition, a Certificate of Origin (Specimen of which is attached to the General
Terms and Conditions, please see Attachment 4) issued by the Bidder, to the
effect that the whole cargo of the shipment supplied by the Bidder is exclusively
mined from the mine as described in this section is required as one of the
necessary documents for the payment for the coal. (Please see Article 10 of the
General Terms and Conditions).

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 ITB No. TPC11408-A7
Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================
(B) Name of the Port of Loading (The Port of Loading shall be the port at which the
coal will be loaded.):
________________________________ (Name, Location and Country)
If the coal is to be supplied from Mainland China, please state the name of the Port
of Export below. (The Port of Export shall be the port defined in the GENERAL
TERMS AND CONDITIONS, Article 1 Definitions, Paragraph of "Port of Export,"
which shall not be located in Mainland China, and only one Port of Export is
allowed for each shipment):
________________________________ (Name, Location and Country)

(C) Guaranteed loading rate:

_________ metric tons per weather working day of twenty-four (24) consecutive
hours, Saturdays, Sundays, and holidays included

(D) Determination of quality (Please refer to Section 6.4 of the General Terms and
Conditions and check one):
□ Option 1
□ Option 2

(E) Payment (Please refer to Article 10 of the General Terms and Conditions and
check one):
□ Option 1
□ Option 2
Note to Option 2:
Unless required by the mandatory regulations which are enacted by the
government of the country where the Bidder is registered, Option 2 is Not
applicable to: (1) Authorized Local Bidder; (2) The successful bidder who has
never supplied coal to Taipower before; (3) The successful bidder’s coal
produced from coal mine offered has not been discharged, handling and burned
by Taipower before.

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 ITB No. TPC11408-A7

Taiwan Power Company

Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================
III. Quality

Each shipment of coal to be supplied to Taipower will meet or better the following
specifications, each of which is at least as restrictive as the corresponding
specifications set forth in Taipower's Coal Supply Bid Invitation Letter:

________________(Mine Name)
Item Max/Min

Gross Calorific Value (Kcal/Kg, as received) Min*1

Total Moisture (%, as received) Max*2

Ash Content (%, air dried) Max

Total Sulfur Content (%, air dried) Max

Volatile Matter (%, air dried) Min

Fixed Carbon (%, air dried) Max

Grindability (Hardgrove Index Value) Min

Ash Fusion Temperature

Min
(degree(s) Celsius, under reducing condition, H=W)

Mercury Content (mg/kg, dry basis) Max

Size 50 x 0 mm
Size above 50 mm (%) Max
Fines under 2 mm (%) Max
Na O in Ash (%) Remark 3
2
Remark:
1. Gross Calorific Value greater than 6,900Kcal/Kg will be treated as 6,900Kcal/Kg.
2. Total Moisture can be raised to 18% max, if Ash Content is less than 10%.
3. Na O in Ash
(1)If2the actual Ash Content (air dried) is greater than 7%,
Na2O in Ash is 2.0% Max; if both actual (a) CaO+MgO > Fe2O3, and actual (b)
CaO+MgO+Fe2O3 > 20% are met, then Na2O in Ash can be raised to 5.0% Max.
(2)If the actual Ash Content (air dried) is equal to or less than 7%
Na2O in Ash is 3.0% Max; if actual CaO+MgO+Fe2O3 > 20% is met, then Na2O
in Ash can be raised to 6.0% Max.

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 ITB No. TPC11408-A7
Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================
IV. Quantity
Bidder proposes to supply Taipower with coal meeting or bettering the
specifications promised in Section III (Quality) above, at the prices quoted in
Bidder’s Price Proposal, in shipment(s) as specified in the table below.
Bidder guarantees to load each offered shipment of coal in accordance with the
following schedule corresponding to the delivery schedule set forth in Taipower's
COAL SUPPLY BID INVITATION LETTER and in the Bidder’s Price Proposal
(Please insert 80,000 metric tons for any Panamax Size shipment, and insert “NO
BID” for any shipment for which Bidder is not submitting a bid):

Quantity (metric
Shipment No. Vessel Size
tons)
1 Panamax
2 Panamax
3 Panamax
4 Panamax
5 Panamax
6 Panamax
7 Panamax
8 Panamax

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 ITB No. TPC11408-A7
Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================
V. Certification of Independent Price Determination

Bidder certifies that:

(1) The prices in Bidder’s Price Proposal have been arrived at independently,
without consultation, communication, or agreement with any other Bidder or
potential Bidder;

(2) The prices that have been quoted in Bidder’s Price Proposal have not been
disclosed knowingly by Bidder and will not be disclosed knowingly by Bidder,
directly or indirectly, to any other Bidder or potential Bidder prior to the time bids
are due; and

(3) No attempt has been made or will be made by Bidder, directly or indirectly, to
induce any other person or firm to submit or not to submit a bid for the purpose
of restricting competition.

VI. Certification Relating to Government Procurement Act

The Bidder shall execute the Certificate attached hereto, as described in Section
10.1 of the Instruction for Bidding.

VII. Remedy for False Statement

If any information provided or any certification made in or in connection with this

Technical and Commercial Proposal is determined at any time to have been false,
Taipower shall, without limitation as to other possible remedies, have the right to
rescind, cancel or terminate without further liability any contract awarded in
response to this proposal and to forfeit the related bid bond or performance
guarantee bond. In such event, the Bidder would also be subject to being
prohibited, pursuant to Articles 101 through 103 of the R.O.C. Government
Procurement Act, from bidding for or being awarded contracts.

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 ITB No. TPC11408-A7
Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================
Certificate
In order to comply with the requirements of the R.O.C. Government Procurement Act
(hereinafter refer to as “Act”), the undersigned Bidder hereby certifies that:
1. its business items comply with relevant requirements of the R.O.C. Corporate Act (公
司法) or the Business Registration Act (商業登記法), which make it enable to legally
perform the Contract after being awarded the Contract.
(applicable to Authorized Local Bidder only)
2. (a) the Bidder does not submit two or more bids;
(b) the Bidder and another Bidder are not branch offices of the same company; and
(c) the Bidder and its branch office do not submit bids respectively.
(Article 33 of the Implementation Rules of the Act).
3 it is neither a R.O.C. political party nor affiliated to a R.O.C. political party.
(Paragraph 1, Article 38 of the Act)
4. Not Applicable.
5. Not Applicable.
6. it shall not promote constitute of a contract by giving others commission, percentage
of the contract price, brokerage, kickback, or any other improper benefits.
(Paragraph 1, Article 59 of the Act)
7. it is not prohibited from participating in tendering, or being awarded a contract within
the period of time published in the Government Procurement Gazette;
(Paragraph 1 of Article 103 of the Act, Paragraph 1 of Article 38 of the Enforcement
Rules of the Act, Article 41 of the Human Trafficking Prevention Act)
(Remark: Before submitting the bids, Bidders shall visit the web site:
http://web.pcc.gov.tw to verify that it (including head office and branch) and/or its
subcontractor is (are) not prohibited from participating in Tendering or being
awarded.)
8. Under this procurement, the Tender is a public servant or his related persons
pursuant to Article 2 & 3 of the Act on Recusal of Public Servants Due to Conflicts of
Interest.

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 ITB No. TPC11408-A7
Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
=================================================================
9. Please check one: (Article 97 of the Act) (applicable to Authorized Local Bidder only)
□ it is registered in accordance with the R.O.C. Corporate Act ( 公 司 法 ) or the Business
Registration Act (商業登記法) and it is a small and medium enterprise (“SME”) as recognized
by the R.O.C. SME Development Statute (中小企業發展條例).
□ it’s registered in accordance with the R.O.C. Corporate Act ( 公 司 法 ) or the
Business Registration Act ( 商 業 登 記 法 ). However, it’s not a small and medium
enterprise as recognized by the R.O.C. SME Development Statute ( 中小企業發展條
例 ). After being awarded, the followings are the items and amounts to be
subcontracted to other small and medium enterprises as recognized by the
R.O.C. SME Development Statute:
Item Amount
Item Amount
Item Amount
Total Amount
Note:
The term “SME” as used in the Standards for Identifying Small and Medium-sized
Enterprises shall mean an enterprise conforms to the following standards:
1. The enterprise is an enterprise in the manufacturing, construction, mining or
quarrying industry: with paid-in capital of TWD100,000,000 or less, or the
number of its regular employees are less than 200.
10. Please check one: (Article 98 of the Act, Article 107 and 108 of Enforcement Rules
of the Act)
□ it doesn’t hire more than 100 employees in R.O.C..
□ it hires more than 100 employees in R.O.C., and the number of employees in
R.O.C. is _________; the number of its employees who are physically and/or
mentally handicapped is ____________ which shall be more than 1% of the
total number of employees during the term of contract performance, and the
number of the aborigines is _________ which shall also be more than 1% of
the total number of employees during the term of contract performance;
otherwise, it shall pay a fee in substitute and shall not hire foreign laborers in
substitute.
11. Not Applicable.
12. Not Applicable.
13. it is an individual or a registered organization of the aborigines. After being awarded,
the followings are the items and amounts to be subcontracted to individual or a
registered organization of the aborigines: (If no items or amount apply, “0” may be
filled out.) (applicable to Authorized Local Bidder only)
Item Amount
Item Amount
Total Amount

Bidder
Company Name: __________________________

By:_____________________________________
(Authorized Signature)
Name:__________________________________
Title: ___________________________________
Date: ___________________________________
Note:
In order to comply with the requirements of the R.O.C. Government Procurement Act,
any bid submitted without this requested certificate will be rejected.

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 ITB No. TPC11408-A7
Note:
This page is applicable to Authorized Local Bidder only.

Taiwan Power Company

Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
================================================================
Foreign Supplier's Statement

The undersigned Foreign Supplier, a firm organized and existing under the laws of
__________________________, hereby authorizes the undersigned Authorized
Local Bidder to offer to Taiwan Power Company (“Taipower”) coal as described in
the Technical and Commercial Proposal to which this Statement is attached, such
Technical and Commercial Proposal having been examined by Supplier. The
Authorized Local Bidder is authorized to enter into a coal supply contract to be
awarded by Taipower pursuant to the above-specified INVITATION TO BID and to
take any and all actions necessary to comply with the terms of said contract. Any
such actions by the Authorized Local Bidder shall be binding on Supplier, and
Supplier shall deliver the coal required to be provided under the contract awarded by
Taipower in accordance with the terms of that contract.

This authorization shall continue and remain in effect until the completion of
performance of any contract awarded by Taipower pursuant to the above-specified
INVITATION TO BID.

Supplier and Authorized Local Bidder shall indemnify and hold harmless Taipower
and Taipower's officers, employees, and consultants from and against any and all
claims arising out of, relating to, or in any way connected with this or any other
agreement between Supplier and Authorized Local Bidder.

Supplier: Authorized Local Bidder:

_______________________________ _______________________________
(Company Name) (Company Name)

BY: ____________________________ BY: ___________________________

(Authorized Signature) (Authorized Signature)
Name: _________________________ Name: ________________________
Title: __________________________ Title: __________________________
Date: __________________________ Date: _________________________

Notary Public Column:

Note:
The signature of the Foreign Supplier's authorized representative shall be certified
as authentic by a notary public or similar official in the Foreign Supplier's country
authorized to certify signatures as authentic. Otherwise, this FOREIGN SUPPLIER'S
STATEMENT will be unacceptable.

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 ITB No. TPC11408-A7
Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
================================================================

Price Proposal

This document presents the Bidder’s Price Proposal in response to and based upon
Taipower's Invitation to Bid No. TPC11408-A7. Along with the Bidder’s Technical and
Commercial Proposal submitted herewith sealed in a separate envelope, it
constitutes a firm and binding offer to supply Taipower with coal at the price
indicated herein on the terms and conditions specified in the Technical and
Commercial Proposal and in the General Terms.

If Bidder is selected for award, Bidder shall be bound to supply coal to Taipower
pursuant to a contract that shall consist of:
(a) the Contract Agreement (containing the basic commercial terms and executed by
both parties);
(b) General Terms;
(c) the Bidder’s Technical and Commercial Proposal and Price Proposal as accepted
by Taipower; and
(d) the Instruction for Bidding.

This offer is irrevocable until, and Taipower may accept this offer at any time prior to,
the date and time indicated in the Technical and Commercial Proposal.

Bidder:
Company Name: ___________________________

By: ______________________________________
(Authorized Signature)
Name: ____________________________________

Title: _____________________________________

Date: _____________________________________

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 ITB No. TPC11408-A7
Taiwan Power Company
Invitation to Bid No.TPC11408-A7
Bidder: ___________________________________
================================================================
Price Offer

Bidder offers to supply Taipower with coal of the quality and quantity specified in
Bidder’s Technical and Commercial Proposal in accordance with the delivery
schedule specified in Taipower's Coal Supply Bid Invitation Letter and Bidder’s
Technical and Commercial Proposal at the following prices (Please insert “NO BID”
for any shipment listed below with respect to which Bidder is not submitting a bid):

CFR Port of Evaluated CFR

FOBT Port of Ocean
Discharging Port of
Shipment No. Vessel Size Loading Freight
in Taiwan Discharging,
(USD/MT) (USD/MT)
(USD/MT) Taiwan(USD/MT)
1 Panamax

2 Panamax

3 Panamax

4 Panamax

5 Panamax

6 Panamax

7 Panamax

8 Panamax

Note:
Bidder’s calculation of Evaluated CFR Port of Discharging, Taiwan price shall refer
to the formula as set forth in Section 4.4 of the Instruction for Bidding.

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 ITB No. TPC11408-A7
General Terms and Conditions

These General Terms and Conditions (“General Terms”), which are an integral part
of the Contract, consist of the following Articles:

1. DEFINITIONS
2. BASIS OF CONTRACT
3. QUANTITY
4. QUALITY
5. BASE PRICE
6. DETERMINATION OF QUANTITY AND QUALITY OF COAL DELIVERED
7. ADJUSTMENT OF PRICE BASED ON QUALITY
8. REJECTION; LIQUIDATED DAMAGES
9. DETERMINATION AND ADJUSTMENT OF PRICE OF EACH SHIPMENT OF
COAL
10. PAYMENT
11. PERFORMANCE GUARANTEE BOND
12. SHIPPING ARRANGEMENTS (CFR)
13. SHIPPING ARRANGEMENTS (FOBT)
14. TRANSFER OF TITLE AND RISK OF LOSS
15. FORCE MAJEURE
16. EXPORT PERMIT, TAX,ETC.
17. LIQUIDATED DAMAGES FOR DELAY AND QUANTITY SHORTAGE
18. WARRANTIES WITH RESPECT TO COAL QUALITY
19. WARRANTIES WITH RESPECT TO ORIGIN OF COAL, CORPORATE
AUTHORITY, TITLE
20. WARRANTY AGAINST CONTINGENT FEES AND BENEFITS;
PROCUREMENT INTEGRITY
21. CONTRACT TERMINATION OR RESCISSION DUE TO SELLER’S VIOLATION
OF CONTRACT OR CHANGE IN SELLER'S FINANCIAL POSITION
22. NO ASSIGNMENT
23. ARBITRATION, LAWSUIT
24. GOVERNING LAW
25. NOTICES
26. NO WAIVER; CUMULATIVE REMEDIES
27. ENTIRE AGREEMENT
28. SEVERABILITY
29. LIABILITY
30. SURVIVAL

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1. DEFINITIONS

The terms and expressions used in the Contract shall have the following
meanings respectively assigned to them unless the context shall otherwise
require:
“ASTM” means the American Society for Testing and Materials.
“Buyer” means Taiwan Power Company.
“C” means degree(s) centigrade or degree(s) Celsius as defined in the
“International System of Units.”
“CFR” means delivery Cost and Freight (CFR) in accordance with INCOTERMS
2010, and the CFR Price shall include the FOBT. Price and Ocean Freight as set
forth in Seller’s Price Proposal and in the Contract Agreement.
“Calendar Year” or “CY” means a period of twelve (12) consecutive calendar
months commencing on 1st January and ending 31st December.
“Coal” means steam coal to be supplied to Buyer from Seller's Mine under the
Contract.
“Contract” means the agreement formed by the following documents, listed in
order of precedence: any ADDENDA to the Contract Agreement (with later
ADDENDA to have precedence over earlier ones), the Contract Agreement,
these General Terms, Seller’s Technical and Commercial Proposal and Price
Proposal as accepted by Buyer, and the Instruction for Bidding.
“FOBT” means delivery Free on Board in accordance with INCOTERMS 2010
and Trimmed.
“ISO” means International Organization for Standardization.
“kcal” means Kilocalorie(s) as defined in the “International System of Units”.
“kg” means Kilogram(s) as defined in the “International System of Units”.
“mg” means milligram(s) as defined in the “International System of Units”.
“mg/kg” means milligram(s) per kilogram(s) as defined in the “International
System of Units”. Also, this can be presented as “ppm”.
"mm" means millimeter(s) as defined in the “International System of Units”.
“Notice of Award” means Taipower’s notice to the successful Bidder determined
by Taipower, advising the successful Bidder that it is in line for award of a
contract pursuant to the Invitation To Bid.
“Port of Discharging” means the port at which the Coal is to be unloaded in
Taiwan, Republic of China.
“Port of Export” applicable only to the supply of coal from Mainland China, means
the port outside Mainland China, enroute to the Port of Discharging, as specified
in Seller’s Technical and Commercial Proposal and in the Contract Agreement.
“Port of Loading” means the port at which the Coal is to be loaded, as specified
in Seller’s Technical and Commercial Proposal and in the Contract Agreement.
“Pratique” means permission to do business at a port by a ship that has complied
with all applicable government regulations.
“Seller” means a Bidder whose bid has been accepted by Taipower and who is
identified as such in the Contract Agreement.
“Seller's Mine” means the mine from which the Coal is to be supplied, as
specified in the Contract Agreement, which is owned and/or operated by Seller or
by the company specified in the Contract Agreement as the " Coal Mine

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 ITB No. TPC11408-A7
Owner/Coal Mine Producer " of such mine, except that, with respect to Coal
supplied from Mainland China, all references herein to “Seller’s Mine” shall be
deemed to refer to the mine in Mainland China available to the firm in Mainland
China which has received Mainland China government’s approval to export coal
and which has appointed and authorized Seller to sell such Coal, as specified in
the Contract Agreement.
“Ton(s)” or “MT” means metric ton(s) as defined in the “International System of
Units”.
“Trimmed” means having completed any and all work of trimming by manpower,
spouts, or any such trimmers as may be available at the Port of Loading.
“µm” means micrometer(s) as defined in the “International System of Units”
“United States dollar(s)” or “U.S. dollar(s)” or “USD” means 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 otherwise.
“Working Day” means a day upon which business is regularly transacted in the
country of the Party charged with acting within a specified time. Unless expressly
specified otherwise, the term "Day" shall be deemed to mean "Calendar day".

2. BASIS OF CONTRACT

In consideration of and in reliance on Seller's representations and warranties in

Articles 18, 19 and 20 and Seller’s other covenants and promises, and subject to
the terms and conditions of the Contract, Buyer agrees to purchase and Seller
agrees to sell Coal as specified in the Contract Agreement.

3. QUANTITY

The quantity of Coal supplied by Seller shall be the quantity accepted by Buyer in
the Contract Agreement.
Each shipment of Coal to be delivered by Seller shall be exclusively mined from
Seller’s mine set out in Seller’s Technical and Commercial Proposal. Supply of
Coal from more than one mine is not allowed. If any shipment of Coal delivered
by Seller is determined at any time to have been blended from coal from more
than one mine, Seller will be subject to being prohibited, pursuant to Articles 101
through 103 of the R.O.C. Government Procurement Act, from bidding for or
being awarded contracts.

4. QUALITY

The Coal supplied by Seller shall meet or better the guaranteed specifications set
forth in Section III (Quality) of Seller’s Technical and Commercial Proposal and
the Contract Agreement (hereinafter “Seller’s Specifications”).

5. BASE PRICE

The Base Price per Metric Ton of the Coal supplied by Seller shall be the Base

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 ITB No. TPC11408-A7
Price per Metric Ton accepted by Buyer in the Contract Agreement.

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 ITB No. TPC11408-A7
6. DETERMINATION OF QUANTITY AND QUALITY OF COAL DELIVERED

6.1 Determination and Expenses

The total weight of each shipment of Coal shall be determined by an independent
marine surveyor appointed under Section 6.2(a). The quality shall be determined
by an independent inspection company appointed under Section 6.3 and, if
required, by an umpire laboratory appointed under Section 6.4(c). In addition,
any shipment of Coal may be tested for organic contaminants by an independent
testing company appointed under Section 6.5. Seller shall be responsible for
providing all the arrangements in order that the independent marine surveyor and
independent inspection company can complete all the assignments required
under this Article 6.
All expenses relating to the survey and inspection under Section 6.2, the
inspection under Section 6.3, and the testing under Section 6.5 shall be paid for
by Seller.
The relevant costs regarding the umpire laboratory shall be as provided in
Section 6.4(c).

6.2 Weight Certificate and Hold Cleaning Inspection Certificate

(a) The weight of each shipment of Coal shall be determined upon loading to the
vessel at the Port of Loading by an independent licensed Marine Surveyor of
international standing, or in the case of a shipment from Mainland China, by
inspection and survey firms or organizations located in Mainland China, such
as China Certification & Inspection (Group) Co., Ltd. (“CCIC”) (“Marine
Surveyor”), appointed by Buyer at Buyer’s discretion.
The determination of the Marine Surveyor shall be final, conclusive and
binding on the Parties. The Marine Surveyor shall provide a certificate of
weight to Seller, with a copy of the same to Buyer. Seller shall, however, also
promptly notify Buyer by facsimile or email of the results of the quantity
inspection performed by the Marine Surveyor. The weight of a shipment of
Coal stated in the bills of lading shall correspond to the weight stated in the
certificate of weight given by such Marine Surveyor. A fraction of a Ton shall
be rounded up to a Ton if the fraction is one half of a Ton or more, and shall
be disregarded if it is less than one half of a Ton.
The Marine Surveyor shall determine the weight of each shipment of Coal on
the basis, if reasonably possible, of a survey of the vessel's draft, utilizing the
vessel immersion scale weights. In the event that the Marine Surveyor has
been unable to carry out a successful draft survey on the vessel which is to
be loaded, then the certificate of weight shall be based on a deadweight
survey.
(b) The Marine Surveyor shall also inspect all holds of the vessel at the Port of
Loading to ensure that they have been thoroughly cleaned and are suitable
for carrying that shipment of Coal, and shall give a hold cleaning inspection
certificate to Seller, with a copy of the same to Buyer.

6.3 Standards and Determination of Quality

The quality of each shipment of Coal shall be determined, subject to Section

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 ITB No. TPC11408-A7
6.4(c), upon loading to the vessel at the Port of Loading by an independent
inspection company of international standing, or in the case of a shipment from
Mainland China, by inspection and survey firms or organizations located in
Mainland China, such as China Certification & Inspection (Group) Co., Ltd.
(“CCIC”) (“Inspection Company”), appointed by Buyer at Buyer’s discretion.
The quality of each shipment shall be determined in accordance with the
sampling and analysis procedure set out in Section 6.4 and the ISO standards
except for the following items, which shall be determined in accordance with
either ISO standards or ASTM standards depending on the Inspection Company
or Umpire Laboratory, as applicable:
(1) Total Sulfur, (2) Mercury Content and (3) Ash components (Na2O, CaO,
MgO, Fe2O3, etc.).
In addition, regardless of ISO standards or ASTM standards adopted by Umpire
Laboratory, the determinations for the above-mentioned 3 items stated by the
said Umpire Laboratory shall be final, conclusive and binding on the parties
pursuant to Section 6.4.
The Inspection Company shall state its determination in a certificate of analysis,
to which the analysis results of the unit samples (also known as sub-lot samples)
shall be attached, to Seller, with a copy to Buyer. Seller shall also promptly send
to Buyer by facsimile a copy of the Inspection Company’s certificate of analysis.
Buyer may rely upon the copy of the certificate of analysis received from the
Inspection Company or the Seller to reject a shipment (provided that the
conditions for rejection set forth in Article 8 have been satisfied). Unless either
Party timely challenges, pursuant to Section 6.4 (c), the Inspection Company’s
determination of the quality of a shipment as stated in the Inspection Company’s
certificate of analysis shall be final, conclusive and binding on the Parties.

6.4 Determination of Quality

OPTION 1

(a) The quality of each shipment of Coal shall be determined for each of the
Seller’s Specifications. In addition to these determinations, the Ash
components, 4 Stages (Initial Deformation, Sphere, Hemisphere, and Flow) of
Ash Fusion Temperature and the Moisture in the Analysis Sample shall also
be analyzed.
The foregoing determinations (including the decimal places) for parameter as
stated in Section 6.3 shall be made in accordance with figures reported in ISO
or ASTM documentations, as the case may be.
(b) Determination of quality shall be made by analysis of samples extracted from
each shipment. The number of samples shall be as determined by the
Inspection Company to be representative of each shipment. The procedure
for extraction and retention of samples shall be as follows:
(i) Samples of each shipment of Coal shall be extracted in units and prepared,
all in accordance with ISO standards and requirements. The following shall
be considered a "Sample Set":
(A) A composite sample prepared to 4.75 mm to be used in the Grindability

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test.
(B) A composite sample prepared to 212 µm to be used in the determination
of Ash Components and Ash Fusion Temperature and Mercury Content.
(C) Samples of each unit prepared (to the designated ISO Standard screen
size) to be used in the determination of Total Moisture.
(D) Samples of each unit prepared to 212 µm to be used in the
determination of other parameters.
(ii) Three (3) “Sample Sets” shall be established for each vessel shipment and
distributed as follows:
(A) One Sample Set shall be used for analysis of that shipment of Coal by
the Inspection Company to determine its quality and characteristics
pursuant to Section 6.4(a);
(B) One Sample Set shall be delivered by the Inspection Company at
Seller's cost to Buyer, within fourteen (14) days after completion of
loading or a shipment of coal on board the vessel unless otherwise
agreed by Buyer in writing, in a suitable airtight container, properly
sealed and labeled, by air parcel or in such other manner as Buyer may
direct; and
(C) One Sample Set (hereinafter referred to as "Umpire Sample") shall be
retained by the Inspection Company in a suitable airtight container,
properly sealed and labeled, for a period of ninety (90) days after
completion of loading trimming and stowage of that shipment of Coal.
(iii) In addition to the three Sample Sets, the Inspection Company shall prepare
a composite sample to 4.75 mm for use in the microscopic analysis
pursuant to Section 6.5 below (the “Microscopic Sample”). The
Microscopic Sample shall be retained by the Inspection Company in a
suitable airtight container, properly sealed and labeled, for a period of
ninety (90) days after completion of loading, trimming and stowage of that
shipment of Coal.
(c) Either Party may, within eighty-four (84) days from the date of its receipt of
the Inspection Company's report, challenge the determination of the quality
of a shipment of Coal. In such an event, the Umpire Sample shall be sent to
and analyzed by an independent laboratory (“Umpire Laboratory”), which
shall be appointed from the Umpire Laboratory List excluding the Inspection
Company attached to the General Terms (Attachment 5) by Buyer at Buyer’s
discretion. The cost of Umpire Sample delivery to and the analysis performed
by such Umpire Laboratory shall be borne and paid for by the Party
requesting such further determination.
The “Tolerance” of difference between the Inspection Company's
determination and the Umpire Laboratory's determination for each quality
parameter is as follows:
(1) Gross Calorific Value (Dry Basis): 72 Kcal/Kg.
(2) Total Moisture (As Received Basis): 0.75% absolute if Total Moisture is
less than or equal to 15.00%; and 5.00% of the mean result if Total
Moisture is more than 15.00%.
(3) Ash Content (Dry Basis): 0.3% absolute if Ash Content is less than or
equal to 10.0%; and 3.0% of the mean result if Ash Content is more than

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10.0%.
(4) Volatile Matter (Dry Basis): 4.0% of the mean result or 0.5% absolute,
whichever is greater.
(5) Total Sulfur (Dry Basis): 0.10% absolute.
(6) Grindability (HGI) (Air Dried Basis): 5 index points.
(7) Na O in Ash (Moisture Free): 0.20% absolute if Na O in Ash is below
5.00%;
2 and 0.70% absolute if Na O in ash is equal to or
2 above 5%.

(8) CaO in Ash (Moisture Free): 0.50% absolute if CaO in Ash is below
2

2.00%; and 1.00% absolute if CaO in Ash is equal to or above 2.00%.

(9) MgO in Ash (Moisture Free): 0.20% absolute if MgO in Ash is below
2.00%; and 0.60% absolute if MgO in Ash is equal to or above 2.00%.
(10) Fe O in Ash (Moisture Free): 2.00% absolute.
(11)Mercury
2 3 Content (Dry Basis): 0.05 mg/Kg absolute.

The mean result is the mathematical average of the Inspection Company’s

determination and the Umpire Laboratory’s determination for each quality
parameter.
The determination by the Umpire laboratory, based on its analysis of the
Umpire Sample, of the quality and characteristics of said shipment of the Coal
shall be final, conclusive and binding on the Parties ; provided, however, that
if the difference between such Umpire Laboratory's determination under this
Section 6.4(c) and the determination of the Inspection Company under
Section 6.3 hereof is within the “Tolerance” stated above, such difference
shall be disregarded for all purposes and the Inspection Company's
determination shall be final, conclusive and binding on the Parties. The
differences between the Umpire Laboratory's determination and the
determination of the Inspection Company shall be calculated using the figures
reported in the analysis report, except for Gross Calorific Value, Ash, Volatile
Matter and Total Sulfur Content which shall be converted into and compared
on Dry Basis and difference shall be rounded to the same figures of that
“Tolerance” stated above. If the Umpire Laboratory's determination of either
or both Gross Calorific Value or/and Total Moisture becomes final, conclusive
and binding, the Gross Calorific Value at As Received Basis which is used to
adjust the Contract Price in Article 7 and, if applicable, Article 8 shall be re-
calculated based on the final Gross Calorific Value at dry basis and the final
Total Moisture. If the Umpire Laboratory's determination of Ash, Volatile
Matter and/or Total Sulfur Content become final, conclusive and binding, the
Ash, Volatile Matter and/or Total Sulfur Content at Air Dried Basis as
determined by Umpire Laboratory will be used to adjust the Contract Price in
Article 7 and, if applicable, Article 8.
Notwithstanding the foregoing, if Buyer has rejected a shipment on the basis
of the Inspection Company's determinations, such determinations shall be
final, conclusive, and binding on the Parties and Seller shall have no right to
challenge such determinations under this Section 6.4(c).

OPTION 2

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(a) The quality of each shipment of Coal shall be determined for each of the
Seller’s Specifications. In addition to these determinations, the Ash
components, 4 Stages (Initial Deformation, Sphere, Hemisphere, and Flow) of
Ash Fusion Temperature and the Moisture in the Analysis Sample shall also
be analyzed.
The foregoing determinations (including the decimal places) for parameter as
stated in Section 6.3 shall be made in accordance with figures reported in ISO
or ASTM documentations, as the case may be.
(b) Determination of quality shall be made by analysis of samples extracted from
each shipment. The number of samples shall be as determined by the
Inspection Company to be representative of each shipment. The procedure
for extraction and retention of samples shall be as follows:
(i) Samples of each shipment of Coal shall be extracted in units and prepared,
all in accordance with ISO standards and requirements. The following shall
be considered a "Sample Set":
(A) A composite sample prepared to 4.75 mm to be used in the
Grindability test.
(B) A composite sample prepared to 212 µm to be used in the
determination of Ash Components and Ash Fusion Temperature and
Mercury Content.
(C) Samples of each unit prepared (to the designated ISO Standard
screen size) to be used in the determination of Total Moisture.
(D) Samples of each unit prepared to 212 µm to be used in the
determination of other parameters.
(ii) Three (3) “Sample Sets” shall be established for each vessel shipment and
distributed as follows:
(A) One Sample Set shall be used for analysis of that shipment of Coal by
the Inspection Company to determine its quality and characteristics
pursuant to Section 6.4(a);
(B) One Sample Set shall be delivered by the Inspection Company at
Seller's cost to Buyer, within fourteen (14) days after completion of
loading or a shipment of coal on board the vessel unless otherwise
agreed by Buyer in writing, in a suitable airtight container, properly
sealed and labeled, by air parcel or in such other manner as Buyer
may direct; and
(C) One Sample Set (hereinafter referred to as “Umpire Sample”), properly
sealed and labeled, shall be promptly delivered at Seller's cost to and
analyzed by an independent laboratory (“Umpire Laboratory”), which
shall be appointed by Buyer, at Buyer's discretion, from the Umpire
Laboratory List excluding the Inspection Company attached to the
General Terms (Attachment 5). The costs of the Umpire Sample
analysis performed by the Umpire Laboratory shall be paid for by
Seller if the Inspection Company's determination has not been
challenged. If either party has challenged the Inspection Company's
determination, the challenging Party shall pay the whole costs of the
analysis of the Umpire Sample performed by the Umpire Laboratory.
The results of such analysis shall not be communicated to either Buyer

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or Seller unless, in accordance with Section 6.4(c), Buyer or Seller
instructs the Umpire Laboratory to release to both Parties the results of
the Umpire Laboratory's analysis of the Umpire Sample for that
shipment.
The “Tolerance” of difference between the Inspection Company's
determination and the Umpire Laboratory's determination for each quality
parameter is as follows:
(1) Gross Calorific Value (Dry Basis): 72 Kcal/Kg.
(2) Total Moisture (As Received Basis): 0.75% absolute if Total Moisture is
less than or equal to 15.00%; and 5.00% of the mean result if Total
Moisture is more than 15.00%.
(3) Ash Content (Dry Basis): 0.3% absolute if Ash Content is less than or
equal to 10.0%; and 3.0% of the mean result if Ash Content is more than
10.0%.
(4) Volatile Matter (Dry Basis): 4.0% of the mean result or 0.5% absolute,
which ever is greater.
(5) Total Sulfur (Dry Basis): 0.10% absolute.
(6) Grindability (HGI)(Air Dried Basis): 5 index points.
(7) Na O in Ash (Moisture Free): 0.20% absolute if Na O in Ash is below
5.00%;
2 and 0.70% absolute if Na O in ash is equal to or
2 above 5.00%.

(8) CaO in Ash (Moisture Free): 0.50% 2 absolute if CaO in Ash is below
2.00%; and 1.00% absolute if CaO in Ash is equal to or above 2.00%.
(9) MgO in Ash (Moisture Free): 0.20% absolute if MgO in Ash is below
2.00%; and 0.60% absolute if MgO in Ash is equal to or above 2.00%.
(10) Fe O in Ash (Moisture Free): 2.00% absolute.
(11) Mercury
2 3 Content (Dry Basis): 0.05 mg/Kg absolute.
The mean result is the mathematical average of the Inspection Company’s
determination and the Umpire Laboratory’s determination for each quality
parameter.
(iii) In addition to the three Sample Sets, the Inspection Company shall
prepare a composite sample to 4.75 mm for use in the microscopic
analysis pursuant to Section 6.5 below (the “Microscopic Sample”). The
Microscopic Sample shall be retained by the Inspection Company in a
suitable airtight container, properly sealed and labeled, for a period of
ninety (90) days after completion of loading, trimming and stowage of that
shipment of Coal.
(c) Either Party may, within eighty-four (84) days from the date of its receipt of the
Inspection Company's analysis, challenge the Inspection Company's
determination. In such an event:
(i) The challenging Party shall promptly notify the other party that the Inspection
Company's determination for that shipment of Coal is being challenged.
(ii) Either Buyer or Seller may instruct the Umpire Laboratory in writing, with a
copy of the instructions to the other party, to release to both Parties the
results of its analysis of the Umpire Sample for that shipment of Coal.
(iii) The determination by the Umpire Laboratory, based on its analysis of the
Umpire Sample, of the quality and characteristics of the shipment of Coal
shall be final, conclusive and binding on the Parties; provided, however, that if

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the differences between such Umpire Laboratory's determination under this
Section 6.4(c) and the determination of the Inspection Company under
Section 6.3 is within the "Tolerance" stipulated above, such differences shall
be disregarded for all purposes and the Inspection Company's determination
shall be final, conclusive and binding on the Parties. The differences between
the Umpire Laboratory's determination and the determination of the
Inspection Company shall be calculated using the figures reported in the
analysis report, except for Gross Calorific Value, Ash, Volatile Matter and
Total Sulfur Content which shall be converted into and compared on Dry
Basis and difference shall be rounded to the same figures of that "Tolerance"
stipulated above. If the Umpire Laboratory's determination of either or both
Gross Calorific Value or/and Total Moisture becomes final, conclusive and
binding, the Gross Calorific Value at As Received Basis which is used to
adjust the Contract Price in Article 7 and, if applicable, Article 8 shall be re-
calculated based on the final Gross Calorific Value at dry basis and the final
Total Moisture. If the Umpire Laboratory's determination of Ash, Volatile
Matter and/or Total Sulfur Content become final, conclusive and binding, the
Ash, Volatile Matter and/or Total Sulfur Content at Air Dried Basis as
determined by Umpire Laboratory will be used to adjust the Contract Price in
Article 7 and, if applicable, Article 8.
Notwithstanding the foregoing, if Buyer has rejected a shipment of Coal on
the basis of the Inspection Company's determinations, such determinations
shall be final, conclusive, and binding on the Parties and Seller shall have no
right to challenge such determinations under this Section 6.4(c).
To be consistent with Section 6.4 OPTION 1 (a) and OPTION 2 (a) regarding the
quality determinations (including the decimal places) reported in Inspection
Company’s certificate of analysis, the quality determinations (including the
decimal places) for parameters reported in Umpire Sample analysis result shall
also be made in accordance with figures reported in ISO or ASTM
documentations, as the case may be.
6.5 Organic Contaminants
Buyer may, within ninety (90) days after the completion of loading, trimming and
stowage of that shipment of Coal, request that that shipment be analyzed
microscopically to determine the presence of petroleum coke, pitch, pitch coke,
tar sludge or other by-product-related solids (collectively "Organic
Contaminant(s)"). In such event, the Microscopic Sample shall be delivered at
Seller's cost to an independent testing laboratory ("Testing Laboratory") to be
appointed by Buyer subject to Seller's approval, which approval shall not be
unreasonably withheld, in a suitable airtight container, properly sealed and
labeled, by air parcel or in such other manner as may be mutually agreed. The
microscopic analysis shall be performed in accordance with relevant ISO
standards. The Testing Laboratory shall report the results of its analysis to Buyer
and Seller. Seller shall, however, also promptly notify Buyer by facsimile or email
of the results of the microscopic analysis performed by the Testing Laboratory.
The Testing Laboratory's determinations shall be final, conclusive, and binding
on the Parties.

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6.6 Right to Attend Survey and Inspection
Each Party shall have the right to appoint representative(s) to attend and observe
at any time, at such Party’s cost, (a) the survey and inspection of the weight
and/or quality of any shipment of the Coal and (b) the extraction, sealing and
laboratory analysis of all samples (initial as well as final). The representative(s)
for the purpose of witness may take the necessary actions, such as to take
pictures during witnessing and seal the samples. Each Party shall cooperate to
facilitate the exercise of the other Party’s rights under this Section.
The witness representative(s) appointed by Buyer shall have the right to witness
and inspect (including the necessary testing) the coal cargo during barge loading
at jetty (if barge transshipment is required) and during loading into the vessel.
To accomplish the above task (if barge transshipment is required), Seller shall
inform the witness representative(s) the loading schedule for all the barges at
least three (3) days prior to the start of loading for the first barge..

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7. ADJUSTMENT OF PRICE BASED ON QUALITY
Unless a shipment of Coal has been rejected in accordance with Section 8.1, the
Base Price per Metric Ton applicable to such shipment shall be adjusted pursuant
to this Article 7 to account for quality variations determined in accordance with
Article 6.
Adjustments under this Article 7 shall be made in accordance with, and the Initial
Commercial Invoice to Buyer under Section 9.1 shall be based upon, the quality
determinations made by the Inspection Company. Further adjustments to the
Base Price and the invoice as may be necessitated by determinations of the
Umpire Laboratory under Section 6.4(c) shall be made as provided in Section
9.1(b).

7.1 Gross Calorific Value (As Received Basis)

(a) If the actual Gross Calorific Value (“GCV”) of a shipment of Coal as
determined by the Inspection Company is in the range of Seller’s
Specification for GCV and 6,900 Kcal/Kg, inclusive, the Base Price of that
shipment of Coal shall be increased by an amount calculated in accordance
with the following formula:
Base Price Increase =
FOBT Price x
((Actual GCV - Seller’s Specification for GCV)/Seller’s Specification for GCV))
(b) If the actual GCV of a shipment of Coal as determined by the Inspection Company
is in the range of Seller’s Specification for GCV and 6,200 Kcal/Kg, inclusive, the
Base Price of that shipment of Coal shall be reduced by an amount calculated in
accordance with the following formula:
Base Price Reduction =
FOBT Price x
((Seller’s Specification for GCV - Actual GCV)/Seller’s Specification for GCV)) x
1.2
provided that, if the actual GCV is less than 6,200 Kcal/Kg, the actual GCV
shall be deemed to be 6,200 Kcal/Kg solely for purposes of calculating the
price adjustment to be determined in accordance with this Section 7.1. As to
the portion of actual GCV less than 6,200 Kcal/Kg, Section 8.3(a) shall
govern.
(c) If the actual GCV of a shipment of Coal as determined by the Inspection
Company exceeds 6,900 Kcal/Kg, it shall be deemed to be 6,900 Kcal/Kg for
the purpose of determining the GCV Base Price adjustment for that shipment
of Coal.

7.2 Ash Content (Air Dried Basis)

If the actual Ash Content of a shipment of Coal as determined by the Inspection
Company is equal to or less than 14% but exceeds the Seller’s Specification for
Ash Content, reductions to the Base Price for that shipment of Coal shall be
made as follows:
The Base Price shall be reduced in an amount of USD0.55 per MT for each 1%
difference between the actual Ash Content and the Seller’s Specification for Ash
Content, pro rata reduction to be made for differences less than one percent;

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provided that, if the actual Ash Content is greater than 14%, the actual Ash
Content shall be deemed to be 14% solely for purposes of calculating the price
adjustment to be determined in accordance with this Section 7.2. As to the
portion of actual Ash Content greater than 14%, Section 8.3(b) shall govern.

7.3 Total Sulfur Content (Air Dried Basis)

If the actual total Sulfur Content of a shipment of Coal as determined by the
Inspection Company is equal to or less than 0.7% but exceeds the Seller’s
Specification for total Sulfur Content, reductions to the Base Price for that
shipment of Coal shall be made as follows:
The Base Price shall be reduced in an amount of USD0.55 per MT for each 0.1%
difference between the actual total Sulfur Content and the Seller’s Specification
for total Sulfur Content, pro rata reduction to be made for differences less than
point one (0.1) percent;
provided that, if the actual total Sulfur Content is greater than 0.7%, the actual
total Sulfur Content shall be deemed to be 0.7% solely for purposes of
calculating the price adjustment to be determined in accordance with this Section
7.3. As to the portion of actual total Sulfur Content greater than 0.7%, Section
8.3(c) shall govern.

7.4 Total Moisture (As Received Basis)

If the Seller’s Specification for Total Moisture is equal to or less than 15%, and
the actual Ash Content of a shipment of Coal as determined by the Inspection
Company is greater than or equal to 10%, and the actual Total Moisture of that
shipment of Coal as determined by the Inspection Company is in the range of
Seller’s Specification for Total Moisture and 15%, inclusive; or
If the actual Ash Content of a shipment of Coal as determined by the Inspection
Company is less than 10% and the actual Total Moisture of that shipment of Coal
as determined by the Inspection Company is in the range of Seller’s Specification
for Total Moisture and 18%, inclusive; then
The Base Price shall be reduced at the rate of 0.45% of FOBT Price for each 1%
difference between the actual Total Moisture and Seller’s Specification for Total
Moisture, pro rata reduction to be made for differences less than one percent;
provided that: (i) if the actual Ash Content is greater than or equal to 10% and the
actual Total Moisture is greater than 15%, the actual Total Moisture shall be
deemed to be 15% solely for purposes of calculating the price adjustment to be
determined in accordance with this Section 7.4. As to the portion of actual Total
Moisture is greater than 15%, Section 8.3(f) shall govern; and (ii) if the actual Ash
Content is less than 10% and the actual Total Moisture is greater than 18%, the
actual Total Moisture shall be deemed to be 18% solely for purposes of
calculating the price adjustment to be determined in accordance with this Section
7.4. As to the portion of actual Total Moisture greater than 18%, Section 8.3(f)
shall govern.

7.5 Size
(a) If, based on the Inspection Company's determination, the actual percentage
for Size above 50 mm exceeds 5%, and/or the actual percentage for Size

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under 2 mm exceeds 35% but is equal to or less than 40%, the Base Price
shall be reduced as follows:
(i) the amount computed at the rate of 1% of FOBT Price for each 1%
difference between the actual percentage for Size above 50 mm and 5%;
and
(ii) the amount computed at the rate of 1% of FOBT Price for each 1%
difference between the actual percentage for Size under 2 mm and 35%,
pro rata reduction to be made for differences less than one percent.
If the actual percentage for Size under 2 mm exceeds 40%, in addition to
those reductions under Section 7.5(a)(i) and (a)(ii), the Base Price shall be
further reduced at the rate of 3% of FOBT Price for each 1% difference
between the actual percentage for Size under 2 mm and 40%, pro rata
reduction to be made for differences less than one percent.
In no event shall the Base Price reduction under Section 7.5(a) exceed ten
(10) percent of FOBT Price.
(b) Seller shall ensure that, in addition to meeting the maximum size
specification, all Coal shipped hereunder shall not cause difficulty or dust
dispersion when it is unloaded, handled and processed by Buyer. Seller shall
be liable to Buyer for any and all damages, losses, or costs caused by or
related to the difficulty or dust dispersion in unloading, handling or processing
the Coal.

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8. REJECTION; LIQUIDATED DAMAGES

8.1 Right to Reject

Without limitation on any other right Buyer may have to reject a shipment of
Coal, Buyer shall have the right to reject any shipment of Coal if, based on the
Inspection Company’s determination:
(a) the actual GCV is below 6,200 Kcal/Kg;
(b) the actual Ash Content exceeds 14%;
(c) the actual total Sulfur Content exceeds 0.7%;
(d) the actual Volatile Matter is below 26%;
(e) the actual Grindability is below 45 index points;
(f) the actual Ash Content is greater than or equal to 10% and the actual Total
Moisture is greater than 15%, or the actual Ash Content is less than 10%
and the actual Total Moisture is greater than 18%;
(g) the actual Fixed Carbon exceeds 60%;
(h) the actual Ash Fusion Temperature is below 1,300C;
(i) the actual Mercury Content is greater than 0.12 mg/kg;
(j)If the actual Ash Content is greater than 7%:
(i) the total of actual CaO and actual MgO is equal to or less than actual
Fe2O3, or the total of actual CaO, actual MgO and actual Fe2O3 is equal
to or less than 20%, and the actual Na2O in Ash exceeds 2%.
(ii) the total of actual CaO and actual MgO is greater than actual Fe2O3 and
the total of actual CaO, actual MgO and actual Fe2O3 is greater than
20%, and the actual Na2O in Ash exceeds 5%.
(k) If the actual Ash Content is equal to or less than 7%:
(i) the total of actual CaO, actual MgO and actual Fe2O3 is equal to or less
than 20%, and the actual Na2O in Ash exceeds 3%.
(ii) the total of actual CaO, actual MgO and actual Fe2O3 is greater than
20%, and the actual Na2O in Ash exceeds 6%.
If, in accordance with the Inspection Company’s determination, a shipment is
subject to being rejected, Buyer shall have no obligation to unload the vessel
until it has determined an appropriate course of action with respect to such
shipment, and Seller shall be responsible for any third party claims against
Buyer, including, without limitation, any demurrage incurred with respect to the
vessel carrying such shipment and any other vessels whose unloading is
delayed as a result of a delay in unloading the vessel carrying such shipment.

8.2 Rejection of Shipment

Seller shall be liable for any and all losses, damages, and costs suffered by
Buyer (including, without limitation, third-party claims against Buyer) resulting
from Buyer's rejection of any shipment of Coal under this Article 8. Without
prejudice to the foregoing, if Buyer rejects a shipment of Coal under this Article
8 after the vessel with that shipment of Coal on board has sailed from the Port
of Loading and if Seller and Buyer fail to agree otherwise within seven (7)
Working Days from Seller's receipt of Buyer's notice rejecting the shipment,
Buyer's determination regarding disposition of the cargo shall control.

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8.3 Liquidated Damages

If, Buyer has the right to reject a shipment of Coal in accordance with Section
8.1 but determines, upon Seller’s request, not to reject such shipment, or in any
other case in which: (i) the Umpire Laboratory’s quality determinations in
accordance with Section 6.4(c) become final, conclusive and binding on the
parties, (ii) any quality parameter fails to meet the relevant minimum/maximum
specifications set forth in subsections (a) through (k) below, and (iii) Buyer has
not rejected the shipment, Seller shall be liable for liquidated damages
determined as follows:
(a) if actual GCV is less than 6,200 Kcal/Kg, the associated liquidated damages
shall equal:
FOBT Price x
((6,200Kcal/Kg - Actual GCV)/Seller’s Specification for GCV) x 3.6
(b) if the actual Ash Content exceeds 14%, the associated liquidated damages
shall equal USD1.5 per MT for each 1% difference between the actual Ash
Content and 14%, pro rated for differences less than one percent;
(c) if the actual total Sulfur Content exceeds 0.7%, the associated liquidated
damages shall equal USD1.5 per MT for each 0.1% difference between the
actual total Sulfur Content and 0.7%, pro rated for differences less than
point one (0.1) percent;
(d) if the actual Volatile Matter is below 26%, the associated liquidated
damages shall equal:
FOBT Price x 2% x ((26% - Actual Volatile Matter)/1%)
In no event shall the associated liquidated damages under Section 8.3(d)
exceed twenty (20) percent of FOBT Price.
(e) if the actual Grindability is below 45 index points, the associated liquidated
damages shall equal:
FOBT Price x 2% x (45 index points - Actual Grindability)
In no event shall the associated liquidated damages under Section 8.3(e)
exceed twenty (20) percent of FOBT Price.
(f) if the actual Ash Content is greater than or equal to 10% and the actual Total
Moisture is greater than 15%, or if the actual Ash Content is less than 10%
and the actual Total Moisture is greater than 18%, the associated liquidated
damages shall equal 1.5% of FOBT Price for each 1% difference between
the actual Total Moisture and 15% (if the actual Ash Content is greater than
or equal to 10%), or 18% (if the actual Ash Content is less than 10%), pro
rated for differences less than one percent;
(g) if the actual Fixed Carbon exceeds 60%, the associated liquidated damages
shall equal 1% of FOBT Price for each 1% difference between 60% and the
actual Fixed Carbon, pro rated for differences less than one percent.
In no event shall the associated liquidated damages under Section 8.3(g)
exceed ten (10) percent of FOBT Price.
(h) if the actual Ash Fusion Temperature is below 1,300C, the associated
liquidated damages shall equal:
FOBT Price x 2% x ((1,300C - Actual Ash Fusion Temperature)/10C)

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In no event shall the associated liquidated damages under Section 8.3(h)
exceed twenty (20) percent of FOBT Price.
(i) if the actual Mercury Content is greater than 0.12 mg/kg, the associated
liquidated damages shall equal 0.3% of FOBT Price for each 0.01 mg/kg
difference between the actual Mercury Content and 0.12 mg/kg.
In no event shall the associated liquidated damages under Section 8.3(i)
exceed ten (10) percent of FOBT Price.
(j) If the actual Ash Content is greater than 7%:
(i) if the total of actual CaO and actual MgO is equal to or less than actual
Fe2O3, or the total of actual CaO, actual MgO and actual Fe2O3 is
equal to or less than 20%, and the actual Na2O in Ash exceeds 2%, the
associated liquidated damages shall equal:
FOBT Price x 1% x ((Actual Na2O in Ash - 2%)/1%)
(ii) if the total of actual CaO and actual MgO is greater than actual Fe2O3
and the total of actual CaO, actual MgO and actual Fe2O3 is greater
than 20%, and the actual Na2O in Ash exceeds 5%, the associated
liquidated damages shall equal:
FOBT Price x 1% x ((Actual Na2O in Ash - 5%)/1%)
In no event shall the associated liquidated damages under Section 8.3(j)
exceed ten (10) percent of FOBT Price.
(k)If the actual Ash Content is equal to or less than 7%:
(i) if the total of actual CaO, actual MgO and actual Fe2O3 is equal to or less
than 20%, and the actual Na2O in Ash exceeds 3%, the associated
liquidated damages shall equal:
FOBT Price x 1% x ((Actual Na2O in Ash - 3%)/1%)
(ii) if the total of actual CaO, actual MgO and actual Fe2O3 is greater than
20%, and the actual Na2O in Ash exceeds 6%, the associated liquidated
damages shall equal:
FOBT Price x 1% x ((Actual Na2O in Ash - 6%)/1%)

In no event shall the associated liquidated damages under Section 8.3(k)

exceed ten (10) percent of FOBT Price.
If liquidated damages are payable with respect to more than one quality
characteristic (e.g., ash content and sulfur content), such liquidated damages
shall be cumulative. Deduction of liquidated damages shall be in addition to any
price adjustments determined in accordance with Article 7.

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9. DETERMINATION AND ADJUSTMENT OF PRICE OF EACH

SHIPMENT OF COAL

9.1 Determination of Price of Each Shipment of Coal

(a) The price for each shipment of Coal shall be determined in the following two
steps:
(i) the price per Ton shall be multiplied by the total tonnage of the shipment
of Coal as determined by the Marine Surveyor under Section 6.2; and
(ii) the resulting amount shall be reduced, as appropriate, by the Freight
Rate Adjustment specified in Section 9.2.
As used in this Section 9.1(a), the price per Ton shall be the Base Price for a
shipment of Coal under Article 5 as adjusted pursuant to Article 7 (and, if
applicable, after deduction of liquidated damages calculated in accordance
with Section 8.3), all as determined utilizing the Inspection Company's
determinations under Article 6. The adjustments to Base Price under Article
7 (and, if applicable, liquidated damages calculated in accordance with
Section 8.3) shall be cumulative, but such adjustments shall not reduce the
Base Price below zero. The price of a shipment of Coal so determined shall
be stated in Seller's commercial invoice ("Initial Commercial Invoice") to
Buyer, which shall be paid by Buyer in accordance with Section 10.1.
(b) If a characteristic of the quality of a shipment of Coal is adjusted in
accordance with Section 6.4(c) and such characteristic is covered by Article
7 or Sections 8.3 or 9.2, then the calculations in Article 7, Section 8.3, or
Section 9.2, as applicable, shall be reperformed utilizing the quality
determinations of the Umpire Laboratory, and the price of the Initial
Commercial Invoice for that shipment of Coal shall be further adjusted
utilizing the revised calculations based on the quality determinations of the
Umpire Laboratory in place of the determinations of the Inspection
Company. Upon such further adjustment of the price of that shipment of
Coal, Seller shall prepare and submit to Buyer another commercial invoice,
setting out the price of the shipment of Coal as so re-calculated ("the New
Invoice"). The New Invoice shall supersede Seller's Initial Commercial
Invoice to Buyer under Section 10.1 for the same shipment of Coal. The
New Invoice shall be accompanied by a statement of the difference between
the amount of the Initial Commercial Invoice and the amount of the New
Invoice. Such difference shall be paid, by means of telegraphic transfer, to
the Party to whom it is due, free of interest, as follows:
(i) if the difference is owed to Buyer, Seller shall pay such amount
with a notice to Buyer on the date of payment within thirty (30) days after
the issue date of the Umpire Laboratory’s quality determinations; and
(ii) if the difference is owed to Seller, Buyer shall pay such amount with a
notice to Seller on the date of payment (A) within thirty (30) days after
the date of the Umpire Laboratory’s quality determinations or (B) within
twenty-one (21) days after receipt and acceptance of Seller’s New
Invoice, whichever is later.

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Payments not made within the time period specified above shall bear
interest at the rate of 10% per annum, calculated from the first day following
the end of such period until the amount owed is paid in full.
If amounts are owed to Buyer, and Seller has not paid such amounts within
thirty (30) days after the issue date of the Umpire Laboratory’s quality
determinations, Buyer shall have the right to draw such amounts and
interest under Seller’s performance guarantee bond.

9.2 Freight Rate Adjustment

If the aggregate of the actual Total Moisture and Ash Content of a shipment of
Coal as determined by the Inspection Company exceeds 25%, the price of
that shipment of Coal determined pursuant to Section 9.1 shall be further
reduced by an amount calculated in accordance with the following formula to
compensate for additional ocean freight payable by Buyer (based on actual
freight invoice) for that shipment of Coal by reason of such excessive
moisture and ash content:
Ocean Freight Rate per Ton x Quantity per Section 6.2(a) x
((M - 25%) / (100% - 25%))
Where “M” represents the aggregate of the actual Total Moisture and Ash
Content of that shipment of Coal as determined by the Inspection Company.

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10. PAYMENT

All the payments under the Contract shall be made in U.S. dollars. However, if
the Seller is a local firm in Taiwan, only OPTION 1 listed below can be exercised,
and (1) payment shall be made in New Taiwan dollars, and the exchange rate for
the United States dollar to the New Taiwan dollar, unless otherwise specified,
shall be the average of the U.S. Dollars buying rate and selling rate last
announced by Bank of Taiwan on the date of completion loading as stated in the
Statements of Facts. If such date is not a banking day, the immediate succeeding
banking day shall be used. (A fraction of the exchange rate shall be rounded up
to a cent if the fraction of a cent is one half or more, and shall be rounded down
otherwise.); (2) the business tax incurred in Taiwan shall be borne by Buyer; (3)
the Government Uniform Invoice shall be original.
In addition, if the said shipment of Coal is produced from a new coal mine which
has not been discharged, handling and burned by Buyer before, the payment of
the Contract price will not be made by Buyer until the Coal having been
discharged, handling and burned by Buyer without any problem.

OPTION 1

10.1 Payment by Telegraphic Transfer

Payment for the Coal under the Contract shall be made by telegraph transfer to
Seller's account as specified by Seller within seven (7) Working Days after
Buyer's receipt and acceptance of the following documents listed in
subparagraphs below (each of which shall clearly state on its face the Contract
number; if payment is made to the local firm in Taiwan, the Government
Uniform Invoice shall be original):
(a) Seller's signed Initial Commercial Invoice in duplicate, setting out the total
quantity of Coal shipped determined in accordance with Section 6.2(a), the
price of that shipment of Coal determined in accordance with Section 9.1(a),
the applicable Base Price, all adjustments made under Article 7 and Section
9.2 and deductions, if any, of liquidated damages in accordance with
Section 8.3, together with all calculations and data on which those
adjustments are based, the name of the vessel, and the bill of lading date
and, if the Seller is a local firm in Taiwan, the supporting information of the
foreign exchange rate.
(b) (For FOBT shipment only) Original clean on-board ocean bill of lading in
duplicate.
(c) (For CFR shipment only) Original clean on-board ocean bill of lading in
duplicate, marked "Freight prepaid".
(d) (For CFR shipment only) Certificate of shipowner/shipping agent stating
that the ocean freight has been duly received when the bills of lading are
issued to the charterer.
(e) The certificate of weight and the hold cleaning inspection certificate, each in
duplicate, given by the Marine Surveyor.
(f) The certificate of analysis attached with sub-lot samples in duplicate, given

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by the Inspection Company, stating all items listed in Section 6.4(a).
(g) A certificate of origin jointly issued by (1) Coal Mine Owner/Coal Mine
Producer and (2) Seller, certifying that that shipment of Coal is exclusively
mined from the mine set out in Seller's Technical and Commercial
Proposal. The signature of the authorized officer of the Coal Mine
Owner/Coal Mine Producer shall be certified as authentic by a Notary
Public, otherwise, the Certificate of Origin will be unacceptable. (A
specimen of a certificate of origin is attached to these General Terms).
(h) Cargo Manifest in duplicate, given by shipowner/shipping agent.
(i) Stowage Plan in duplicate, given by shipowner/shipping agent.
(j) Seller's certificate stating that, with respect to the Contract and that shipment
of Coal: (i) no person has been or will be employed or retained upon an
agreement or understanding for a contingent fee, bribe, commission,
proportional payment, brokerage, thank-you payment, kickback, gift, treat or
other improper benefits in violation of the warranty in Section 20.1 of these
GENERAL TERMS; (ii) no contingent fee, bribe, commission, proportional
payment, brokerage, thank-you payment, kickback, gift, treat or other
improper benefits has been or will be paid in violation of the warranty in
Section 20.1 of these GENERAL TERMS; and (iii) no person has been or
will be admitted to any share or part of the Contract or that shipment of Coal,
or to any benefit that may accrue therefrom, in violation of the warranty in
Section 20.2 of these GENERAL TERMS.
(k) A Statement of Facts (including notice of readiness given at the Port of
Loading) in duplicate, giving an account in detail of all material actions taken
by or on behalf of or relating to the vessel and its operations from the time it
arrived at the Port of Loading until the time it sailed from the Port of Loading.

10.2 Shipment Advice

Within three (3) Working Days after completion of loading of a shipment of Coal
on board the vessel designated by Buyer, Seller shall by facsimile or email
advise Buyer of the contract number of the Contract, details of the Initial
Commercial Invoice required under Section 10.1(a) above, a copy of clean on
board bill of lading required under Section 10.1(b) above, and the full text of the
certificate given by the Inspection Company under Article 6.

10.3 Seller's Default

If Buyer is unable to receive or unload a shipment of Coal in the Republic of
China, or encounters difficulties in such receipt or unloading or in clearing such
shipment through Republic of China customs, as a result of Seller's delay in
making available to Buyer, pursuant to Section 10.1, one or more of the
shipping documents or, pursuant to Section 10.2, the facsimile or email advice
to Buyer, or as a result of the failure of any such documents, upon
presentment, to conform to the requirements stated in Section 10.1, then any
and all losses, damages and costs (including, without limitation, demurrage
and other third-party claims against Buyer) incurred by Buyer in respect of that
shipment of Coal and/or the carriage thereof arising from such Seller’s delay or
failure shall be borne and paid for by Seller.

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10.4 Banking Charges

Banking charges outside of Taiwan, Republic of China, if any, in respect of or
in connection with payment under this Article 10 shall be for Seller's account.
Banking charges inside of Taiwan, Republic of China, if any, in respect of or in
connection with payment under this Article 10 shall be for Buyer’s account.

OPTION 2

10.1 Payment by Letter of Credit

Payment for the Coal under the Contract shall be made to Seller by an
unconfirmed irrevocable sight L/C in favor of Seller for an amount in U.S.
dollars adequate to pay Seller for the price of the Coal to be shipped on that
vessel in accordance with the terms of the Contract. At the request of the
Seller, the L/C would be issued in a form of transferable L/C, however, subject
to Buyer prior approval of the transferring bank’s name and the transferee’s
name and address. Any additional cost incurred therefrom shall be solely borne
by the Seller. The operation of said transferable L/C shall be conducted in
accordance with the Article 38 of the ICC Uniform Customs and Practice for
Documentary Credits (2007 Revision). Nevertheless, Buyer’s approval of
transferring bank and/or transferee both designated by Seller will in no way
relieve Seller from any obligation, responsibility and/or liability under the
Contract, and shall not constitute either transfer or assignment of any part or
whole of the Contract.
The said L/C will be issued to the L/C beneficiary not later than seven (7) days
prior to the scheduled date of arrival of the carrying vessel at the Port of
Loading after Seller's posting performance bond in accordance with Article 11.
Seller shall be entitled to draw against the above L/C the amount of the Initial
Commercial Invoice upon presentation to the negotiating bank of the
documents listed in subparagraphs below:
(a) Seller's signed Initial Commercial Invoice in duplicate, setting out the total
quantity of Coal shipped determined in accordance with Section 6.2(a), the
price of that shipment of Coal determined in accordance with Section 9.1(a),
the applicable Base Price, all adjustments made under Article 7 and Section
9.2 and deductions, if any, of liquidated damages in accordance with
Section 8.3, together with all calculations and data on which those
adjustments are based, the name of the vessel, and the bill of lading date.
(b) (For FOBT shipment only) Original clean on-board ocean bill of lading in
duplicate.
(c) (For CFR shipment only) Original clean on-board ocean bill of lading in
duplicate, marked "Freight prepaid".
(d) (For CFR shipment only) Certificate of shipowner/shipping agent stating that
the ocean freight has been duly received when the bills of lading are issued
to the charterer.
(e) The certificate of weight and the hold cleaning inspection certificate, each in
duplicate, given by the Marine Surveyor.

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(f) The certificate of analysis attached with sub-lot samples in duplicate, given
by the Inspection Company, stating all items listed in Section 6.4(a).
(g) A certificate of origin jointly issued by (1) Coal Mine Owner/Coal Mine
Producer and (2)Seller, certifying that that shipment of Coal is exclusively
mined from the mine set out in Seller's Technical and Commercial Proposal.
The signature of the authorized officer of the Coal Mine Owner/Coal Mine
Producer shall be certified as authentic by a Notary Public, otherwise, the
Certificate of Origin will be unacceptable. (A specimen of a certificate of
origin is attached to these General Terms).
(h) Seller's certificate stating that, with respect to the Contract and that
shipment of Coal: (i) no person has been or will be employed or retained
upon an agreement or understanding for a contingent fee, bribe,
commission, proportional payment, brokerage, thank-you payment,
kickback, gift, treat or other improper benefits in violation of the warranty in
Section 20.1 of these GENERAL TERMS; (ii) no contingent fee, bribe,
commission, proportional payment, brokerage, thank-you payment,
kickback, gift, treat or other improper benefits has been or will be paid in
violation of the warranty in Section 20.1 of these GENERAL TERMS; and
(iii) no person has been or will be admitted to any share or part of the
Contract or that shipment of Coal, or to any benefit that may accrue
therefrom, in violation of the warranty in Section 20.2 of these GENERAL
TERMS.
(i) A Statement of Facts (including notice of readiness given at the Port of
Loading) in duplicate, giving an account in detail of all material actions taken
by or on behalf of or relating to the vessel and its operations from the time it
arrived at the Port of Loading until the time it sailed from the Port of
Loading.

10.2 Shipment Advice

Within three (3) Working Days after completion of loading of a shipment of Coal
on board the vessel designated by Buyer, Seller shall by facsimile or email
advise Buyer of the contract number of the Contract, the letter of credit number,
details of the Initial Commercial Invoice required under Section 10.1(a) above,
and the full text of the certificate given by the Inspection Company under Article
6. Within three (3) Working Days after completion of loading of a shipment of
Coal, Seller shall forward to Buyer by express registered air-mail one original
and one copy of the clean on board ocean bill of lading, together with one
original of cargo manifest, one original of stowage plan and a copy of each of
the other documents listed in Section 10.1. The face of the envelope shall be
marked "Shipping Documents", and shall clearly state the name of carrying
vessel and the contract number of the Contract.

10.3 Seller's Default

If Buyer is unable to receive or unload a shipment of Coal in the Republic of
China, or encounters difficulties in such receipt or unloading or in clearing such
shipment through Republic of China customs, as a result of Seller's delay in
making available to Buyer, pursuant to Section 10.1, one or more of the

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shipping documents or, pursuant to Section 10.2, the facsimile or email advice
to Buyer, or as a result of the failure of any such documents, upon
presentment, to conform to the requirements stated in Section 10.1, then any
and all losses, damages and costs (including, without limitation, demurrage and
other third-party claims against Buyer) incurred by Buyer in respect of that
shipment of Coal and/or the carriage thereof arising from such Seller’s delay or
failure shall be borne and paid for by Seller.

10.4 Banking Charges

Banking charges outside of Taiwan, Republic of China, if any, in respect of or
in connection with payment under this Article 10 shall be for Seller's account.
Banking charges inside of Taiwan, Republic of China, if any, in respect of or in
connection with payment under this Article 10 shall be for Buyer’s account.

11. PERFORMANCE GUARANTEE BOND

11.1 Form of Bond

To ensure that Seller will perform its obligations in accordance with the terms
and conditions of the Contract, Seller shall, within fourteen (14) days after its
receipt of the Notice of Award from Buyer as described in the Instruction for
Bidding and at its expense, deposit a performance guarantee bond in the full
amount to be determined as follows:
Vessel Type United States dollars New Taiwan dollars

Panamax Size 320,000 per shipment 10,560,000 per shipment

(a) The performance guarantee bond shall be in a form satisfactory to Buyer and
may be in the form of cash, Taiwan local financial institution’s promissory
note, Taiwan local financial institution’s check, Taiwan local financial
institution’s certified check, postal money order, R.O.C. government bond,
Taiwan local financial institution’s certificate of deposit pledged to Buyer,
irrevocable standby letter of credit issued or confirmed by a bank in Taiwan,
or Taiwan local bank’s guarantee or insurance policy under which the bank
or insurer shares liability with Seller jointly and severally. The performance
guarantee bond deposited by cash in United States dollars shall be
deposited to Taipower’s Account with the details as follows:
BANK NAME: BANK OF TAIWAN KUNG KUAN BRANCH
SWIFT/BIC:BKTWTWTP034
A/C NAME: TAIWAN POWER COMPANY
A/C NO.：034007154746
REMARK：Guarantee

If a standby letter of credit is used, it shall be issued by a bank in Taiwan, or

issued by a first class banking institution of international standing outside
Taiwan and confirmed at no cost to Buyer by a bank in Taiwan. Seller shall,
at its expense, ask its issuing bank to notify Buyer by facsimile or email of
the standby letter of credit number, the Contract number, the amount of the

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performance guarantee bond deposited, the name of the L/C applicant, the
name of the advising bank, and the name of the confirming bank, if there is
one. The name of Seller must be clearly indicated in the standby letter of
credit and the facsimile or email advice. (A specimen of an acceptable
performance guarantee bond standby letter of credit is attached to the
General Terms, please see Attachment 6).
(b) If Seller fails to cause the performance guarantee bond required hereunder
to be deposited within the required time period specified above, Buyer shall
have the right to draw the full amount of Seller's bid bond and may, in its
sole discretion, rescind, cancel or terminate the Contract.
(c) Only after the deposit of the performance guarantee bond by Seller will the
relevant letter of credit for the Contract be issued to Seller.

11.2 Validity of Bond

The performance guarantee bond shall remain in force until six (6) months after
the latest delivery date specified in the CONTRACT AGREEMENT or, if no
such delivery date is specified, until six (6) months after the termination or
expiration of the Contract. If Buyer has any claim against Seller which is not
finally settled within the term of the performance guarantee bond, Seller shall
cause, not later than ten (10) days before the date of expiry of the performance
guarantee bond, the extension of the validity of that performance guarantee
bond for such period of time as required by Buyer (or Seller shall provide Buyer
with the equivalent extension of validity with respect to a performance
guarantee bond in another form satisfactory to Buyer).

11.3 Drawing Bond

Buyer may, in addition to other remedies available to Buyer, draw any part or
all of the amount of the performance bond (and interest earned thereon) as
Buyer determines to be necessary to compensate Buyer for its losses,
damages, expenses, or other costs (or any part thereof), in accordance with
the following stipulation:
(a) In case that any of the circumstance stipulated in the subparagraph 3 to 5
and 7 of the first paragraph of the same Article 50 occurs, Buyer may
claim for damages against Seller pursuant to the second paragraph of
Article 50 of the Act and draw an amount of the performance bond
equivalent to the compensation for any losses resulting therefrom;
(b) If Seller is in breach of the requirements of Article 65 of the Act by
assigning the Contract to others, Buyer may draw the full amount of the
performance bond;
(c) If Seller substantially reduces the quantity of the coal to be delivered under
the Contract without obtaining a prior approval, Buyer may draw an
amount of the performance bond equivalent to the deficit resulting from
the deduction from the amount payable by Buyer to Seller under the
Contract for the amount necessary to compensate for Buyer’s losses;
(d) The Contract is rescinded, cancelled or terminated, in part or in whole, for
causes attributable to Seller, Buyer may draw any part or all of the
amount of the performance bond in proportion to the Contract price value

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so rescinded, cancelled or terminated;
(e) If the quality determination indicates non-conformity with the contractual
requirements which rejected by Buyer or Seller fails to take measures in
accordance with relevant requirements within the time period specified by
Buyer, Buyer may draw an amount of the performance bond equivalent to
the deficit resulting from the deduction from the amount payable by Buyer
to Seller under the Contract for the amount necessary to compensate for
the losses, additional expense or penalty resulting from such non-
conforming coal;
(f) If Seller fails to perform a part or all parts of the Contract within the time
period as specified in the Contract (or the extended time period, if Buyer
has agreed to extend the contractual time period), Buyer may draw an
amount of the performance bond equivalent to the deficit resulting from
the deduction from the amount payable by Buyer to Seller for the amount
of the liquidated damages under the Contract;
(g) If Seller fails to return the amount of the paid Contract price returnable to
Buyer, Buyer may draw an amount of the performance bond equivalent to
the amount of the paid Contract price returnable;
(h) If Seller fails to extend the validity of the performance bond as required by
the Contract, Buyer may draw the performance bond not so extended; or
(i) If Seller refuses to honor its liabilities for the compensation for the
damage to Buyer attributable to Seller, Buyer may draw an amount of the
performance bond equivalent to the non-fulfilled compensation.
(j) If Seller has any amount which is owed to Buyer, Buyer shall have the
right to deduct such amount from the performance guarantee bond
directly.

11.4 Release of Bond

Buyer will release the performance guarantee bond after Seller has satisfied all
of its obligations under the Contract.

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12. SHIPPING ARRANGEMENTS(CFR)

If shipment under the Contract is to be made on a CFR basis, the following

provisions shall govern the shipping arrangements:

12.1 Delivery Schedule

Seller shall deliver the Coal in accordance with the delivery schedule set forth in
the CONTRACT AGREEMENT.

12.2 Seller's Responsibilities

(a) Seller shall be solely responsible for the ocean transportation of the
Coal and shall arrange for single deck bulk carriers suitable to enter, berth at
and leave the Port of Loading and the Port of Discharging. Seller shall give
Buyer at least twenty (20) days notice of the estimated time of arrival ("ETA")
of each vessel at the Port of Loading. Such notice shall state the Port of
Loading, vessel's particulars including vessel name, D.W.T., draft, length
overall, breadth, month-year built, flag, number of hatches/holds, gearless,
size of each hatch, and Buyer shall within two (2) Working Days after receipt
of such notice confirm to Seller if the vessel specified by Seller is acceptable
or not. Seller shall advise Buyer of any alteration to such notice.
The vessel to be nominated by Seller shall be tight, staunch, strong and in
every way fitted for the voyage, and shall be classed highest or equivalent
gearless single-deck self-trimming Panamax Size bulk carrier (as specified in
the CONTRACT AGREEMENT). However, oil/bulk/ore combined carrier is not
acceptable.
(b) The size of each hatch opening shall not be smaller than 12M  12M
in length and width, and the hatch cover shall be side-rolling opening type.
(c) Seller shall bear any extra insurance premium on cargo and freight
owing to vessel's age (over 15 years), class, country where built, flag,
ownership, or any other reason. Upon receipt of Buyer's notice, Seller shall
pay said premium to the insurance company appointed by Buyer and shall
notify Buyer of the payment, within the period advised by Buyer. The
performing vessel shall enter an International Protection and Indemnity (P &
I) Club, failure to this Section shall be considered as fundamental breach or
default of the Contract.
(d) The age of the performing vessels shall be less than but not equal to
20 years for all other loading ports. (The vessel’s age shall be calculated
from the month when the vessel was built up to the month which the latest
day of laydays is located). In addition, the DWT of Panamax shall not exceed
100,000 tons. The BEAM of the Performing vessel shall not exceed 45
meters. The Performing vessel shall be subject to arrival draft max. 14.5
meters and Length Overall (LOA) max. 289 meters limitations at Discharging
Port, Taiwan. Otherwise will not be acceptable.
(e) If the cargo is to be discharged in whole or in part at port public
berth(s), or if Buyer requests Seller to arrange discharging equipment, Seller
shall be under the obligation to cause and ensure that all discharging
equipment in connection with discharging from the vessel will be available

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and will be properly operated by qualified operators at the risks of Seller, the
cost for discharging equipment shall be paid by Buyer according to the
relevant stipulations of this Contract.
All time lost as a result of lifting on and/or off, preparation, adjustment and
breakdown of all such discharging equipment shall be for Seller’s account
and relevant expenses shall be paid for by Seller, even on demurrage.
(f) Seller shall ensure that the shipmaster advises Buyer of vessel's ETA
at the Port of Discharging by facsimile or email 168 hours, 72 hours, 48
hours, 24 hours and 12 hours respectively prior to vessel's ETA at the Port of
Discharging.
(g) If a vessel is being loaded during a time of precipitation, Seller shall
ensure that the shipmaster closes all cargo holds.
(h) Seller shall ensure that the shipmaster loads the cargo into the holds
as evenly as possible, acts in accordance with IMO regulations,
recommendations and memoranda whatsoever prepared by IMO or other
international organization or Protection and Indemnity clubs or any
governmental agencies, and takes necessary measures to prevent the cargo
from overheating. Seller shall furnish shipowner with the category and
characteristics of Coal loaded as per IMO's code or regulations, such notice
shall be given to shipowner prior to the commencement of loading. Seller
shall also be responsible for proper trimming and stowage of cargo to the
satisfaction of the shipmaster.
(i) As soon as possible after the completion of loading of the vessel,
Seller shall inform Buyer by facsimile or email the tonnage of Coal loaded,
time of completion of loading, departure time from the Port of Loading and
estimated time of arrival (“ETA”) at the Port of Discharging.
(j) Should the vessel deviate from the normal intended voyage under the
Contract, Seller shall ensure that the shipmaster informs Buyer of the same
without delay. General Average, if any, shall be settled at a place to be
agreed upon with the cargo underwriters according to York-Antwerp Rules
1994.
(k) Seller shall ensure that the vessel used for the carriage of the Coal
shall provide free use of winches and power for the purpose of discharging
the Coal and all work associated or incidental thereto, together with lighting
facilities on board that may be needed for working on the vessel.
(l) The vessel must be equipped with proper safety measures to ensure
safe entry to and exit from the ship. The vessel's gangway, hold-ladders,
gangboard and other measures shall be kept in good and safe condition
throughout the discharging process and the arrangement for safety measures
shall be for Seller’s account and its time lost thus incurred shall not count as
laytime, even on demurrage (at Taichung Terminal, the width between
permanent fender and wharf is 2 meters), otherwise, Buyer has the right to
refuse or stop discharging. Any fine for deficiencies of safety protection shall
be for Seller’s account, and any time thus lost shall not count as laytime,
even on demurrage.
(m) For Hsinta Taipower Coal Terminal, the vertical height from pier to
vessel’s hatch opening should be kept within 8.931 meters, the vertical height

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from pier to bottom of vessel’s hold should be kept within 25.167 meters for
Panamax vessel throughout the discharging process. For Linkou Taipower
Coal Terminal, the vertical height from pier to vessel’s hatch opening should
be kept within 14.4 meters, the vertical height from pier to bottom of vessel’s
hold should be kept within 18.2 meters throughout the discharging process.
For other ports, the vessel's air draft should be kept within fifteen (15) meters
throughout the discharging process. Time lost due to insufficient ballast pump
capacity in relation to the actual loading or discharging rate shall not be
counted as laytime, even on demurrage. Seller shall be liable to Buyer for
any and all losses, damages and costs (including, without limitation, third-
party claims against Charterer) caused by or related to Seller’s failure to
perform in accordance with provisions contained herein.
(n) If bilge accumulates in any hold of the vessel and creates a situation
that Buyer's equipment cannot be operated, Seller shall ensure that
shipowner pump the bilge out. Otherwise, Buyer may stop unloading, and all
time lost therefrom and costs for the delay in unloading will be the sole
responsibility of Seller, even on demurrage.
(o) Buyer reserves the right to reject any of the following vessels which
are not suitable to unload the cargo at Taipower Coal Terminal in Kaohsiung
Port or Taichung Port:
MV “Zalongo”, MV “Irene V”, MV “Mare Tirreno”, MV “Baraganul”, MV “Baia
Noua”, MV “Kasturba”, MV “Blue Coral”, MV “Pansolar”, MV “Panstar” and
MV “Hong Express.”
(p) Seller shall warrant that no part of the coal loaded has been in contact
with sea or salt water from the port of loading to the port at which the coal is
to be unloaded. Seller shall be liable to Buyer for any losses, damages and
costs caused by or related to Seller’s failure to perform in accordance with
the warranties contained herein.
(q) The Minimum Breaking Load (MBL) of each mooring line on the vessel
must be sound enough for safe mooring and berthing. For all vessels call at
Hsinta Taipower Coal Terminal, Seller shall present to Charterer (Hsinta
Power Station) prior to vessel’s arrival at Hsinta Taipower Coal Terminal, the
information of vessel mooring line material, nominal diameter (mm) and
strength (Minimum Breaking Load, tones) for setting Quick Unmooring
Equipment’s mooring line Safety Load (MBL x coefficient, normally 55%),
which is up to 60 tonnes. Each mooring line can not break if the terminal’s
Mooring Line Load Monitor shows load in any one mooring line is still within
the Safety Load.
In addition, each mooring line on the vessel must be maintained at proper
tightness and be adjusted in accordance with draft variations throughout the
discharging process.
Seller shall be liable to Buyer for any and all losses, damages and costs
(including, without limitation, third-party claims against Charterer) caused by
or related to Seller’s failure to perform in accordance with provisions
contained herein.
(r) The performing vessel should comply with the related regulations and
restrictions of Industrial Safety and Environmental Protection throughout the

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discharging process at Taipower Coal Terminals. In addition, the performing
vessel should not drain bilge and marine waste oil, or emit exhaust gas
during her berthing. Shipowner shall bear all costs, penalties and expenses
incurred by buyer due to seller's or its agent’s non-compliance of such
regulations and restrictions. Any time lost as a result of such non-compliance
shall not count as laytime, even on demurrage.
12.3 Port of Discharging
Unless otherwise provided for in the Contract, the cargo shall be discharged at
one or two berths (including Taipower Coal Terminal) in Taipei Port, Taichung
Port, Hsinta Port, Linkou Port or Kaohsiung Port, Taiwan, R.O.C., at Buyer's
option. Seller shall ensure that the shipowner verifies whether there are any
restrictions, limitations or regulations whether promulgated by governmental
authority or by authorized private organization(s) (including draft, entry and
facilities, etc.) at the Port of Discharging and shall bear all costs and expenses
incurred due to shipowner's or vessel's non-compliance with such limitations,
restrictions, and regulations. Any time lost as a result of such non-compliance
shall not count as laytime, even on demurrage.
If a vessel is discharged at Hsinta Taipower Coal Terminal or Linkou Taipower
Coal Terminal, Seller should present a Safety Pledge Letter to Buyer (Hsinta
Power Station or Linkou Power Station) prior to vessel’s first arrival. Vessel will
not be permitted to enter Hsinta Taipower Coal Terminal without presenting
Safety Pledge Letter. The Safety Pledge Letter shall contain the following:
1. Vessel’s particulars and stowage plan,
2. Vessel’s general equipment,
3. Vessel’s itinerary,
4. Vessel’s safety measures, and
5. Seller represents and warrants that it has received Taipower Coal Terminal
operation manual for unloading coal and the vessel will strictly adhere to the
provisions outlined in this.
If a vessel is discharged at Hsinta Taipower Coal Terminal or Linkou Taipower
Coal Terminal and if tug, mooring and unmooring are arranged by Buyer, Buyer
will pay tug, mooring and unmooring surcharge to Seller at the amount of New
Taiwan Dollars (TWD) 1,100,000 for discharging at Hsinta Taipower Coal
Terminal, TWD500,000 for discharging at Linkou Taipower Coal Terminal in
lump sum on entire cargo.
In addition, if Linkou Taipower Coal Terminal is nominated as the sole port for
cargo discharging, Buyer will pay to Seller at the amount of TWD 300,000 per
voyage as subsides for bunker surcharge after vessel has completed
discharging at Linkou Taipower Coal Terminal.
The surcharge and subsides shall be paid in U.S. dollars within eight (8) Taipei
banking days after vessel has completed discharging at Taipower Coal Terminal
and Buyer has received Seller’s invoice/receipt. The applicable exchange rate
between New Taiwan Dollars and U.S. Dollars shall be the average of the U.S.
Dollars buying rate and selling rate last announced by the Bank of Taiwan on
the date when the vessel has completed discharging at Taipower Coal Terminal.
If such date is not a Taipei banking day, the immediate succeeding banking day
shall follow. (A fraction of the exchange rate shall be rounded up to 0.1 cent if

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the fraction of a cent is one half or more, and shall be disregarded otherwise).
However, if the Seller is a local firm in Taiwan, the surcharge shall be paid in
TWD in Taiwan.
Buyer will pay Seller “The Management Fee of Anchorage” charged by the Port
of Kaohsiung, Taiwan International Ports Corpo (TIPC) if a vessel is discharged
at Hsinta Taipower Coal Terminal or Talin Taipower Coal Terminal. Wharfage
and fresh water charge etc. at Hsinta Taipower Coal Terminal or Linkou
Taipower Coal Terminal shall be paid by seller to Buyer (Hsinta Power Station
or Linkou Power Station).

12.4 Discharging Rate

If the whole or a part of cargo is discharged at Taipower Coal Terminal in
Kaohsiung Port, Hsinta Port, Linkou Port or Taichung Port, the laytime allowed
shall be calculated based on the discharging rate of 15,000 metric tons for
Panamax size vessels, per weather working day of 24 consecutive hours,
Saturdays, Sundays and holidays included.
If the whole or a part of cargo is discharged at Taipei Port, the laytime allowed
shall be calculated based on the discharging rate of 15,000 metric Tons for
gearless Panamax Size vessels per weather working day of 24 consecutive
hours, Saturdays, Sundays and holidays included.

12.5 Discharging Terms and Conditions

(a) Notice of Readiness (“N/R”) shall be tendered during office hours (i.e.
08:00-17:00 on Monday through Friday, provided that Saturdays, Sundays
and holidays recognized by the Government of the Republic of China are
excepted) upon vessel arrives at the Port of Discharging, whether in berth or
not, provided the vessel is in free pratique or customs clearance by port
authorities and ready to discharge cargo in every respect, but not including
the arrangement of discharging equipment such as mobile cranes,
bulldozers, etc. if the cargo is discharged at port public berth.
If free pratique or customs clearance is not granted after N/R is tendered,
such N/R shall become null and void and a fresh N/R shall be tendered after
free pratique and customs clearance are granted.
(b) Laytime shall commence twenty-four (24) hours (hereinafter referred to
as "Turn Time") after N/R is accepted. If the discharging be commenced
earlier, then the actual discharging time before the expiry of this 24 hours
period shall count as laytime. Any time lost due to any stoppages shall not be
counted as laytime and the time lost due to the stoppage of discharging
facilities (including shipunloader, gear, crane, grab, bulldozer, conveyor etc.
used directly for the discharge of coal from the vessel) caused by any reason
shall be deducted from laytime proportionally as per the stoppage of each
unit of discharging facilities. The laytime or demurrage shall end at the point
of time when all the Coal on board the vessel has been completely
discharged from the vessel. If there are any stevedore damage which vessel
sustained at Taipower Coal Terminal due to any cause attributable to Buyer
and the repair will be made at discharging port after the completion of
discharging, the laytime or demurrage shall end at the point of time when the

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repair is finished. However, if the repair is delayed or interrupted due to any
cause attributable to the vessel, Seller or its agent, the master or crew, any
time lost thus incurred shall not count as laytime, even on demurrage.
If vessel arrives at the Port of Loading and commences to load the cargo
before the beginning of the delivery schedule as specified in the Contract
Agreement, Buyer shall have the right to deduct the portion of time which
equals to the time calculated from the actual commencement of loading to
the beginning of the delivery schedule specified in the Contract Agreement,
from the total time loss for awaiting discharging at the Port of Discharging,
even the vessel is already on demurrage.
If vessel arrives at the Port of Loading later than the latest day of the delivery
schedule as specified in the Contract Agreement, and is still accepted by
Buyer, without prejudice to the rights and remedies that Buyer is entitled to
have according to the Contract, only actual time used for discharging shall
count as laytime.
(c) If vessel after berthing is not in all respects ready for discharging, the actual
time lost until she is in fact ready for discharging shall not be counted as
laytime, even on demurrage.
If vessel's berthing (including waiting for berth) or discharging is to be
interrupted due to bad weather or government orders(including typhoon,
strong wind, raining etc.), any time lost shall not count as laytime. In addition,
if it is interrupted due to any insufficiency or fault attributable to the vessel, the
shipowner, the shipmaster and/or crew, any extra costs and expenses thus
incurred shall be borne by Seller and any time lost shall not count as laytime,
even the vessel is then on demurrage.
(d) The vessel shall be suitable for grab discharge and the cargo shall be
stowed only in the hold area in which the mechanical bucket and/or grab and
bulldozer usually used for discharging can be operated freely. No cargo shall
be loaded in deep tanks, bunker spaces, wing tanks or any other
compartment which can not be reached by the mechanical bucket and/or
grab or bulldozer during its free operations. Otherwise, any additional
expenses thus incurred in discharging shall be for Seller's account and time
thus lost (including time lost due to collecting Coal from frame and/or bars
and/or longitudinal in the main holds which cannot be reached by mechanical
bucket and/or grab and/or bulldozer during its free operation) shall not count
as laytime, even on demurrage.
(e) Time lost due to events of Force Majeure as provided in Article 15 shall not
count as laytime; provided, however, that Buyer has given Seller written
notice of the Force Majeure event in accordance with Article 15; the time
between the occurrence of such Force Majeure and receipt of written notice
of its occurrence by Seller shall count as laytime.
The time lost due to the breakdown of discharging facilities (including
shipunloader, gear, crane, grab, bulldozer, conveyor etc. used directly for the
discharge of coal from the vessel) caused by any reason shall be deducted
from laytime proportionally as per the breakdown of each unit of discharging
facilities. The charges imposed by port authority for stand-by of stevedores
for awaiting the repair of the vessel's gears or mobile cranes, if any, shall be

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for Seller’s account.
(f) All time lost for opening and closing of hatches and removal and/or replacing
of beams at the Port of Discharging shall be for Seller's account, and the time
for these activities shall not count as laytime, even on demurrage.
(g) Seller shall ensure shipowner, in complying with Port/Terminal regulations
and Buyer's instructions, to conduct any arrangement to have vessel berth
i.e. application for pilot and tow service etc., immediately after the vessel
tendering of N/R and conduct discharging immediately after the vessel is
berthed and have the vessel vacated from the discharging berth promptly
after completion of the discharging without delay.
If Seller fails to act accordingly, or any other causes attributable to Seller's
default which delays vessel's prompt berthing, discharging, or delays vessel's
prompt departure from the discharging berth and such delays prevent other
waiting vessel(s) from berthing, or any other causes attributable to Seller and
which as a result adversely affects the efficient use of the discharging
terminal, then, without Buyer's prior notification, Seller shall compensate
Buyer for all losses, damages, expenses and/or liability against Buyer's
presentation of evidence of having incurred such losses, damages, expenses
and/or liability caused thereby or resulting therefrom. In case of needs for
mooring of other vessel, without Buyer's prior notification, Buyer has the right
to order and to have the vessel towed off the berth, at Seller's risk and
expenses. Seller shall responsible for all losses and damages incurred
therefrom as a result of delay or failure.
If it deems necessary, Buyer may unilaterally change the unloading turns of
the vessels, or reschedule the order of the discharging of cargoes, including,
but not limited to, instructing the vessel to stop unloading and removing such
vessel from the berth to another stand-by place. In such circumstances,
Seller and/or shipowner is not entitled to demand compensation for any
losses, expenses, or damages incurred or sustained therefrom, nor to claim
any damages of “detention of the vessel” or whatsoever, and the vessel that
still carries Buyer’s cargoes shall not leave the discharging port without the
prior written permission of Buyer. Provided always that the above provision
should not alter the calculation of discharging time, nor relieve Buyer from
fulfilling its obligation of paying the demurrage as stipulated in the Contract.
(h) If the performing vessel has to anchor at the other port to wait for
discharging berth due to port congestion, bad weather or the regulation of the
port authorities at the discharging port, N/R may be tendered during office
hours when the vessel arrives at the other port. If the vessel arrives at a time
other than office hours, N/R shall be tendered during the office hours of the
next working day. If the shifting from the other port to the discharging port is
conducted during the 24 hours Turn Time period, the ending of 24 hours Turn
Time shall be extended according to the period of shifting time. If the shifting
is conducted after the 24 hours Turn Time period, the shifting time should be
deducted from laytime even on demurrage.

12.6. Multi-port Discharging

If Multi-port discharging is requested by Buyer, the following provisions shall

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be applied:
(a) Buyer shall pay Seller Multi-ports discharging surcharge at the rate of
USD0.50 per Metric Ton on entire cargo according to the quantity stated on
Bills of Lading when each next discharging ports requested.
(b) Laytime used and turn time for the previous Port of Discharging will
terminate temporarily when the vessel completes the discharging of that
portion of cargo which Buyer by prior notice requires Seller to discharge at
the previous Port of Discharging.
(c) The subsequent laytime used shall commence upon the vessel's
arrival at the anchorage of the next discharging port, whether in berth or not
(excluding the shifting time from anchorage to the berth). However, if Turn
Time has not been expired at the previous discharging port, it shall continue
to count upon the vessel’s arrival at the next discharging port.
(d) Any expenses and time lost from the time when vessel completes the
discharging at the previous Port of Discharging to her arrival at the next
Port of Discharging shall be for Seller's account and shall not count as
laytime.
(e) The multi-ports discharging surcharge as stated in paragraph (a) of
this subsection shall be paid by Buyer to Seller within eight (8) Working
Days after (i) the vessel has completed discharging and (ii) Buyer has
received and accepted L/C beneficiary (payee)'s commercial invoice and (iii)
the relevant receipt, by means of telegraphic transfer of funds to L/C
beneficiary (payee)'s bank account specified by Seller. However, at Buyer’s
option, the related discharging equipment expense as stated in paragraph
(b) or (c) of this subsection may be paid in New Taiwan Dollars to the
domestic shipping agent designated by Seller.
If the payment made by Buyer to Seller is in U.S. Dollars under this
subsection, the exchange rate between New Taiwan Dollars and U.S.
Dollars for the above payment shall be the average of the U.S. Dollars
buying rate and selling rate last announced by Bank of Taiwan on the date
when the vessel has completed discharging at public berth(s) in Keelung
Port. If such date is not a Taipei banking day, the immediate succeeding
banking day shall follow. (A fraction of the exchange rate shall be rounded
up to a cent if the fraction of a cent is one half or more, and shall be
disregarded otherwise.)

12.7 Demurrage and Despatch

(a) If the laytime used for discharge exceeds the laytime allowed, Buyer
shall pay demurrage to Seller in respect of such excess time at the rate
USD12,000 for Panamax Size shipment per running day (pro rata for fractions
of a day).
(b) If the laytime used for discharge is less than the laytime allowed, Seller
shall pay despatch money to Buyer in respect of the laytime saved at 50% of
the rate of demurrage per running day (fraction pro rata).
(c) All claims for demurrage or despatch money, as the case may be, in
respect of the discharging of vessel shall be settled and paid within sixty (60)
days after the completion of discharging.

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(d) If despatch money is not settled within above-mentioned time period,
Buyer shall have the right to deduct such amounts from contract price
payable to Seller. If the contract price payable to Seller is insufficient for
deduction, Buyer shall have the right to draw the balance amount and interest
earned thereon under Seller’s performance guarantee bond.

12.8 Overtime
Buyer shall have the option to request that the discharging be carried out
beyond ordinary working hours, in which case the extra costs of stevedores and
all extra expenses incurred on shore shall be for account of Buyer; provided,
however, that the expenses for overtime of the officers and crew of the vessel
shall always be borne by Seller.

12.9 Shifting
Shifting time and expenses shall be for the Party ordering the same. If shifting is
ordered by the port authorities or shipowner, the shifting time and expenses
shall be for Seller's account.
If shifting is mutually ordered by Buyer and Shipowner due to bad weather,
Buyer shall be liable for the shifting expenses (including pilotage, tuggage,
mooring and unmooring charges). However, the shifting time shall be for
Seller’s account, even on demurrage. The shifting expenses shall be paid to
Seller in U.S. dollars within eight (8) Taipei banking days after vessel has
completed discharging and Buyer has received Seller’s invoice/receipt. The
applicable exchange rate between New Taiwan Dollars and U.S. Dollars shall
be the average of the U.S. Dollars buying rate and selling rate last announced
by the Bank of Taiwan on the date when the vessel has completed discharging.
If such date is not a Taipei banking day, the immediate succeeding banking day
shall follow. (A fraction of the exchange rate shall be rounded up to 0.1 cent if
the fraction of a cent is one half or more, and shall be disregarded otherwise).
However, if the Seller is a local firm in Taiwan, The shifting expenses shall be
paid in TWD in Taiwan.
Shifting from anchorage to berth (from anchor up or pilot on board whichever is
earlier to all made fasten alongside berth) shall not be counted as laytime, even
on demurrage.
At the Port of Discharging, Buyer has the right to order vessel to shift from one
berth to another berth or anchorage according to Buyer's need. Seller and
shipowner shall render all co-operation possible. In this circumstances, shifting
time and expenses (including pilotage, tuggage, mooring and unmooring
charges) thus incurred shall be for Buyer's account, however, the costs for
bunker fuels used and the service of officers and crew shall always be borne by
Seller.

12.10 Marine Regulations

(a) Shipowner and the performing vessel shall comply with all applicable
laws and regulations whether promulgated by governmental authorities or
by authorized private organization(s) of the port (or terminal) at which she
call. If she fails to do that, Seller shall be liable for all losses, expenses and

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responsibilities thus incurred and shall indemnify and defend Buyer, its
agents, officers and employees against, and shall hold them free and
harmless from, any and all losses, expenses, liabilities and claims of any
kind and character arising from the failure on the part of the shipowner, the
vessel, her master and crew to comply with any such laws and regulations.
Buyer's acceptance of nomination of vessel shall in no way relieve
shipowner of responsibility for failing to comply with the requirements
stipulated in this Section.
(b) In full compliance with the "Regulations Governing the Civil
Relationship Between Taiwan and Mainland China" and its enforcement
rules and any rule, regulation, order issued pursuant to said Regulations,
unless shipowner and the performing vessel comply with the regulations for
direct cross-strait shipping between Taiwan Area and Mainland China Area,
the performing vessel under the Contract shall not call directly at the ports of
Mainland China or other specific countries announced by the Government of
the Republic of China, enroute either to or from the ports of Taiwan,
Republic of China.
(c) Unless shipowner and the performing vessel comply with the
regulations for direct cross-strait shipping between Taiwan Area and
Mainland China Area, no vessels under the flag of the following regimes or
countries shall be used: Mainland China.
(d) Vessel(s) owned or operated by South Korea company or vessel(s)
under the flag of South Korea are not acceptable until the South Korea
government removes the discriminative measures against R.O.C. company
or vessel(s) in shipping trade.

12.11 Stevedore Damage

(a) Buyer is not responsible for the stevedore damage which the vessel
sustained at the Port of Discharging, unless notified in writing by
master/shipowner's agent at the time of occurrence of such damage or as
soon as possible thereafter but before departure. Master shall use his best
effort to obtain the written acknowledgement by the responsible parties
causing the damage unless the damage have been made good in the
meantime.
(b) If the damage is too serious or too numerous (But Not Affect The
Safety Of Ship Structure And Navigation) to be finished repairing before
Coal is completely discharged, the marine surveyor along with the
representative of insurance company will be notified to inspect and to take a
picture as a testimony, and there and then advise shipowner to set sail.
Regarding the above said damage, Buyer will require shipowner to consign
it to elsewhere for repair. Shipowner may address the bill of repairing
expenditure to Buyer for damages.
(c) When Buyer assumes the solvable approaches to damage as said
above, Seller shall ensure that shipowner will not make an excuse or any
reason for keeping ship berth at Buyer's wharf, otherwise the loss of
demurrage that occurs to Buyer will be borne and paid by Seller (including
the loss caused to other ships carrying Buyer's coal waiting outside the

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port).
(d) Buyer's maximum liability hereof, arising from any cause whatsoever,
whether based on contract, tort (including negligence) or any other theory of
law, shall not exceed reasonable direct repair costs.

12.12 Agent
The agency fee at Port of Discharging shall be borne by Seller. Unless
requested by Buyer or port authorities, shipping agent at Port of Discharging
shall be appointed by Seller. If Buyer is of the opinion that the shipping agent
appointed by Seller is incompetent, Buyer may, by notice to Seller, require that
such agent to be replaced. Seller shall act accordingly without delay.

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13. SHIPPING ARRANGEMENTS (FOBT)

If shipment under the Contract is to be made on a FOBT basis, the following

provisions shall govern the shipping arrangements:

13.1 Delivery Schedule

Seller shall deliver the Coal to Buyer in accordance with the delivery schedule
set forth in the CONTRACT AGREEMENT and as further specified in Buyer's
shipment instructions pursuant to Section 13.4.

13.2 Seller's Responsibilities

Seller shall deliver the Coal FOBT. Port of Loading and be solely responsible for
inland transportation and insurance of the Coal and other related matters up to
the point of delivery FOBT. Port of Loading and for the timely delivery and
orderly and proper loading, trimming and stowage of each shipment of Coal on
board the vessel designated by Buyer. Seller shall be responsible for the
loading, trimming and stowage of each shipment of Coal on board the vessel to
the satisfaction of the shipmaster of that vessel.

13.3 Buyer's Responsibilities

Buyer shall be solely responsible for the ocean transportation of the Coal and
shall arrange for single deck bulk carriers suitable to enter, berth at and leave
the Port of Loading. Buyer shall be entitled to make such arrangements under
which the vessel designated by it to carry any amount of Coal under the
Contract may take the Coal as a part of her cargo or may load the Coal together
with coal not covered by the Contract. Buyer shall ensure that each vessel
designated by it for the carriage of the Coal will: (a) provide Seller with free use
of winches and related electricity power required by Seller during loading,
trimming and stowage of the Coal on board such vessel; and (b) have lighting
facilities and crew available during the loading operation.

13.4 Buyer's Shipment Instructions

Not later than twenty (20) days before the estimated time of arrival at the Port of
Loading of the vessel designated by Buyer, Buyer shall give written notice to
Seller of the matters stated below and Seller shall within two (2) Working Days
after receipt of such notice confirm to Buyer that the vessel specified by Buyer
is acceptable and shall designate a safe berth for vessel to load, the absence of
acceptance of the vessel or notification of deficiencies of the vessel within the
aforesaid timeline shall be deemed the vessel being accepted:
(a)The name and the particulars of the vessel;
(b)The laydays spread and the estimated time of arrival (“ETA”) of said vessel
at the Port of Loading ; and
(c)The quantity of Coal to be loaded on board said vessel, with ten percent
(10%) more or less at shipmaster's option.
Buyer shall by facsimile or email immediately advise Seller of any change to the
above notice. If Buyer nominates a substitute vessel, Seller shall confirm the
acceptance of the vessel or notify deficiencies of the vessel within two (2)

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Working Days. The absence of acceptance of the vessel or notification of
deficiencies of the vessel within the aforesaid timeline shall be deemed the
vessel being accepted.
Buyer shall ensure that the shipmaster of each vessel designated by it to carry
the Coal will advise Seller by facsimile or email of that vessel's ETA at the
nominated loading berth in the Port of Loading approximately 168 hours, 72
hours and 24 hours in advance. Buyer shall also ensure that, not later than 72
hours prior to the vessel's ETA at the nominated loading berth in the Port of
Loading, the shipmaster will provide Seller with written notice of the maximum
tonnage of Coal which vessel will load.

13.5 Delivery Obligation and Loading Rate

Seller shall cause and ensure that:
(a) The amount of Coal for each shipment under the Contract shall be as
specified by Buyer in its notice given under Section 13.4 (subject to
adjustment at shipmaster's option pursuant to Section 13.4(c) and shall be
available and ready for loading at the nominated loading berth; and
(b) Seller shall load Coal aboard vessel at the guaranteed loading rate as
stated in Seller's TECHNICAL AND COMMERCIAL PROPOSAL and as
specified in the CONTRACT AGREEMENT.

13.6 Loading and Laytime

(a) Each vessel designated by Buyer to carry a shipment of Coal may
tender the Notice of Readiness (“N/R”) to load to Seller or its agent at any
time upon that vessel's arrival at the Port of Loading, whether in berth or
not, whether in free pratique or not; provided that the vessel is ready in all
respects to load the Coal. Seller shall confirm in writing its receipt of such
N/R on the day when such notice is tendered if such notice is tendered
during office hours of that day (0900-1700 on Monday through Friday and
0900-1200 on Saturday, excepting Saturday afternoons, Sundays and
holidays; provided, however, for those shipments from South Africa, such
notice is tendered between 0730 and 1600 hours of that day; excluding
Christmas period which runs from 2200 hrs on December 24 to 0600 hrs on
December 26); otherwise, Seller's written confirmation shall be given during
those hours of the Working Day immediately following. If the vessel arrives
at the Port of Loading later than the latest day of laydays, the Parties shall
in good faith discuss the loading schedule based on the practice of “first
come, first served”, including but not limited to agreeing a new laycan. If the
Parties fail to reach agreement on loading schedule, N/R shall be deems as
received within the hours stated above. If the vessel is prevented from
entering the commercial limits of the Port of Loading because loading berth
or layberth or anchorage is not available under the order of Seller's agent or
the port authorities and the vessel is ready in all respects to load, N/R may
be tendered as stated above.
If free pratique or customs clearance is not granted after N/R is tendered,
such N/R shall become null and void and a fresh N/R shall be tendered
after free pratique and customs clearance are granted.

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(b) Laytime shall commence to run twelve (12) (for those shipments from
South Africa, eighteen (18)) hours after N/R is accepted, whether the vessel
is in berth or not; provided that if loading commences before the expiry of
such 12-hour (in later case, 18-hour) period, laytime shall commence to run
upon commencement of loading.
(c) Time required for shifting from anchorage to the berth shall not be
included in the laytime if the vessel was ordered by the port authorities or
terminal to wait for the berth, otherwise, all such time shall be counted as
laytime used.
(d) Time required for loading of vessel's bunkers and lubricants shall not
be included in the laytime except to the extent that the loading of the Coal is
carried out concurrently. Time required for vessel draft survey pursuant to
Section 6.2(a) and time required for Hold Cleaning Inspection pursuant to
Section 6.2(b) and time required for obtaining cargo export documents and
customs clearance from Seller shall count as part of the laytime. The
laytime or demurrage shall end at the point of time when the loading,
trimming and final draft survey has been completed, or when the vessel cast
off the last barge/loading facilities, or when cargo export documents and
customs clearance on cargo obtained from Seller, whichever is later.
(e) Time lost due to events of Force Majeure as provided in Article 15
shall not count as laytime; provided, however, that Seller has given Buyer
written notice of the Force Majeure event in accordance with Article 15; the
time between the occurrence of such Force Majeure and receipt of written
notice of its occurrence by Buyer shall count as laytime.
Provided that the breakdown of loading facilities is not attributable to
defects in the coal supplied by Seller, including but not limited to sticky coal,
oversized coal, breakdown of loading facilities during loading operation shall
not be counted in the loading time. The time of breakdown of loading
facilities shall be calculated on a prorata basis in accordance with the
number of shiploaders and/or vessel’s gears in breakdown to the total
number of shiploaders and/or vessel’s gears. However, if the shiploader
breaks down before the arrival of vessel at the loading port, it should be
repaired before the commencement of laytime. Otherwise after the
commencement of laytime, time lost due to non-operation or delay loading
caused by such breakdowns shall be counted as laytime.
(f) If warping and shifting alongside the wharf is necessary after the
vessel has berthed thereat, the time required therefore shall be included in
the laytime, and the costs required for the warping and/or shifting shall be
borne by Seller; provided that if the shipmaster decides to shift the vessel
after it has berthed alongside the wharf for any reason other than the
request, order or recommendation from Seller or the port authorities, the
time required for the shifting shall not be included in the laytime, and the
costs required therefore shall be for Buyer's account.
(g) For the shipment of coal loaded on gearless vessels at anchorage by
either floating cranes or floating transshippers, if the coal samples is
collected by independent quality inspector in the hold, the procedure will be
performed throughout the discharging of the barge. Seller shall ensure that

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(1) sampler safety will be maintained and (2) loading will be temporarily
interrupted. All time required for sampling of coal will be included in the
laytime used.
13.7 Demurrage and Despatch
(b) In the event that Seller is unable to complete the loading, trimming and
stowage of a shipment of Coal FOBT vessel within the laytime allowed,
Seller shall pay to Buyer demurrage at the rate of USD12,000 for Panamax
Size shipment per running day (pro rata for fractions of a day) for all time
lost after expiry of the laytime allowed.
(c) In the event that the loading, trimming and stowage of a shipment of
Coal FOBT. vessel are completed before the expiry of the laytime allowed,
Buyer shall pay to Seller despatch money at 50% of the demurrage rate for
all laytime saved.
(d) All claims for demurrage or despatch money, as the case may be, in
respect of the loading, trimming and stowage of Coal FOBT vessel shall be
settled and paid within 60 days after the completion of loading, trimming
and stowage of that shipment of Coal. If amounts are owed to Buyer, and
Seller has not paid such amounts within such time period, Buyer shall have
the right to deduct such amounts from contract price payable to Seller. If the
contract price payable to Seller is insufficient for deduction, Buyer shall
have the right to draw the balance amount and interest earned thereon
under Seller’s performance guarantee bond.
(e) Except as limited only by Section 13.7(f), once the vessel is on
demurrage, all time lost, including time lost due to Force Majeure, shall
continue to count as demurrage.
(f) The Statement of Facts of loading for presentment to Buyer as one of
the documents required under Section 10.1 hereof shall be prepared by an
independent surveyor at Seller's cost, unless otherwise prepared by
shipowner or Seller. If the Statement of Facts is prepared by shipowner or
Seller, such Statement of Facts shall be confirmed and signed by both
shipowner and Seller or their respective agents.

13.8 Overtime
The expenses required for overtime work shall be borne by the Party who has
requested the same. If overtime work is ordered by the port authorities, the
expenses therefore shall be borne by Seller; provided, however, the expenses
for overtime of the officers and crew of the vessel shall always be borne by
Buyer.

13.9 Costs of Delivery

Seller shall bear all of the costs and expenses of and relating to the loading of
the Coal on the vessel, wharfage, export and other taxes, imposts and other
charges imposed by any government or its agencies, as well as other similar
costs which are normally considered to be for Seller's account. Buyer shall
bear the shipping agency, berthage, pilotage, tugboat and line handling fees,
port charges and other similar costs which normally are considered to be for
the vessel's account. If there is doubt as to which Party should bear particular

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costs or expenses, costs or expenses related to the vessel shall be borne by
Buyer, with all other costs and expenses shall be borne by Seller.

13.10 Seller's Shipment Default

In the event of improper loading , trimming, stowage or the amount of Coal
which Seller has for any shipment under the Contract is insufficient to meet
Buyer's requirements for that shipment stated in Buyer's notice given under
Section 13.4 (after taking into account the effect of any action by the
shipmaster in accordance with Section 13.4(c)), or in the event constituting “
Detention of Vessel ” due to Seller’s default, then Seller shall pay for any and
all losses, damages, and costs (including, without limitation, dead freight and
other expenses claimed by the shipping company) suffered by Buyer arising
from such improper loading, trimming, stowage, insufficiency or such detention
damages claimed by the shipping company (or Buyer), and Seller shall, in
addition to the payment of demurrage, pay for any and all losses, damages,
and costs arising from or relating to any delay by Seller in loading that
shipment of Coal. In such event, the losses, damages, and costs shall be
calculated in accordance with the time charter rate (Panamax 5TC or cape
5TC, as the case maybe) reported by Clarkson Securities Limited on B/L date
or the demurrage rate as specified in Buyer’s relevant charter party, whichever
is higher. In the event that no relevant time charter rate has been reported on
B/L date, then the immediate succeeding report shall be applied.

13.11 IMO Code

Seller shall furnish the shipowner with the category and characteristics of Coal
to be loaded as per IMO's (International Marine Organization) Code or
Regulation. Such notice shall be given to the shipowner prior to the
commencement of loading. If Seller fails to do so or misstate the category and
characteristics of Coal to be loaded, in addition to all other remedies available
to Buyer, all losses, damages and costs arising out of this shall be borne by
Seller.

13.12 Stevedore Damage

Buyer shall not be responsible for stevedore damage which the vessel
sustains at the Port of Loading. Seller shall indemnify and hold Buyer harmless
from any and all losses, claims, actions, costs, expenses, judgments,
subrogations, or other damages resulting from injury to any person or damage
to property of whatsoever nature of any person arising out of or incident to the
performance of the work to load cargo onto the vessel at the Port of Loading
by Seller (including but not limited to Seller’s employees, agents,
subcontractor, stevedore and other designated by Seller to perform the loading
work or service in, about or attendant to the loading work). Any time lost due to
stevedore damage shall count as laytime.

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14. TRANSFER OF TITLE AND RISK OF LOSS

Title to and risk of loss of a shipment of Coal shall pass to Buyer as the Coal
passes the vessel's rail at the Port of Loading. For Coal that is rejected under
the Contract, title and risk of loss shall revert to Seller immediately upon
rejection by Buyer. Seller warrants that the Coal shall be transferred to Buyer
free and clear of any liens, encumbrances, or adverse claims of any third party.

15. FORCE MAJEURE

15.1 Events Constituting Force Majeure

Neither Party hereto shall be liable for any delay or failure in the performance of
its obligations under the Contract if and to the extent that such delay or failure
is directly caused by any event of Force Majeure. The expression "Force
Majeure", as used in the Contract, means cause or causes not reasonably
foreseeable in normal planning, not avoidable using reasonable diligence, and
not within the control of the Party or Parties claiming Force Majeure and
includes, but is not limited to:
(a)Acts of God, war (declared or undeclared), blockade, riots, revolution,
insurrection, civil commotions, mobilizations, strikes, plagues, epidemics,
fires, floods, storms, typhoons, earthquakes, landslides, obstruction of
navigation at the Port of Loading, acts of government including policy
change, orders of any branch or subdivision thereof, acts of public enemies;
and
(b)Major breakdown of or damage to vessels nominated by Buyer, however
caused, including, without limitation, acts of God, perils of the seas, fire,
barratry of the master and/or crew, pirates, collisions, strandings and
accidents of navigation or latent defects in or accidents to hull and/or
machinery and/or boilers, whether occasioned by the negligence, default or
error of judgment of the pilot, master, mariners or other persons employed
by the shipowner, or otherwise.
During any period in which delivery of Coal is suspended or curtailed as a
result of Force Majeure, Seller shall allocate coal available to Seller among
Seller's customers under existing contracts, including Buyer, in a fair and
reasonable manner.

15.2 Notices
The Party whose performance of any obligation is directly affected by a Force
Majeure event under Section 15.1 shall, within three (3) Working Days, give
notice thereof to the other Party by facsimile or email and shall also, within ten
(10) Working Days thereafter as well as after the termination of such events,
notify the other Party of particulars of the relevant events and supply supporting
evidence. The Party affected by Force Majeure shall use best efforts to mitigate
the adverse effect thereof on its performance of the Contract, and shall resume,
with the least possible delay, performance of its obligations upon cessation of
such cause. If the affected party fails to notify the other party within three (3)
Working Days, the Force Majeure event shall take effect after notice has been

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given.

15.3 Affected Deliveries

As to any quantity of Coal as to which delivery was delayed by Force Majeure,
the Party who has received the notice under Section 15.2 shall have the option
to cancel such quantities or to take or deliver same at a later date, such option
to be exercised within six (6) months after the Force Majeure event is
terminated. The timing of any such later delivery shall be as reasonably
specified by the Party who received notice of the Force Majeure.

15.4 Obligations Unaffected by Force Majeure

Should either Seller or Buyer declare Force Majeure, nothing in this Article 15
shall relieve either Seller or Buyer from any of its obligations under the Contract
(such as , but not limited to, the obligation of Buyer or Seller to pay any amount
which has become due and payable under the Contract) which are unaffected
by such declaration.
15.5 Extended Force Majeure
In the event that delays caused by Force Majeure events declared by either
Party persist in the aggregate for more than 300 days in any 365-day period,
then the Party not claiming Force Majeure may terminate the Contract by
giving no less than 60 days prior notice to the other Party. No such termination
shall excuse either Party from performing all obligations which became due
under the Contract (and which were not excused by reason of Force Majeure)
before the date of such termination.

16. EXPORT PERMIT, TAX, ETC

Seller shall be responsible for securing export permit. Any export tax, fee,
insurance premium derived from complying with government export regulations
and other charges of whatsoever nature, which currently exist or may be
imposed during the contractual period, shall be for Seller's account.

17. LIQUIDATED DAMAGES FOR DELAY AND QUANTITY

SHORTAGE

(a) If Seller fails to load a shipment of Coal at the Port of Loading on or before
the latest date of the delivery schedule for that shipment as specified in the
CONTRACT AGREEMENT, Seller may load such shipment within the
immediately succeeding thirty (30) day period, in which case Seller shall pay
Buyer liquidated damages for each day's delay in making the shipment in an
amount computed at the rate of 0.1% times the price amount of the shipment
(i.e. the Base Price times 80,000 Metric Tons for Panamax Size shipment),
including prorated amounts for fractions of a day's delay (rounded to the
nearest hour).
(b) If Seller fails to load the late shipment within such thirty (30) day period,
Buyer shall have the right to terminate or cancel the Contract without further
liability, holding Seller responsible for all resulting damages. If Buyer elects

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to grant Seller additional time within which to load the Coal, Seller shall load
the Coal within such period and shall pay Buyer liquidated damages at the
rate computed above for the total period of delay. If such extension is
granted by Buyer, the Contract and the date of expiry of Seller's
performance bond associated with the delayed shipment shall be extended
correspondingly. If Seller fails to load the Coal within the extension period,
Buyer shall have the right to terminate or cancel the Contract without further
liability, holding Seller responsible for all resulting damages.
(c) Notwithstanding the foregoing, Seller shall be relieved of liability for
liquidated damages under this Article to the extent, but only to the extent,
that Seller's failure to perform in a timely manner was:
(i) due to an event of Force Majeure; or
(ii) in the case of a FOBT. shipment, due to the failure, for reasons beyond
Seller's control, of the performing vessel nominated by Buyer to
commence loading on or before the latest date in the delivery schedule
specified in the CONTRACT AGREEMENT for delivering that shipment
of Coal at the Port of Loading.
(d) In addition to other remedies that may be available to it, Buyer shall be
entitled to deduct the amount of liquidated damages (or any part thereof)
payable to it under this Article from any amount payable by it to Seller under
the Contract, and/or to draw against the performance bond an amount not to
exceed the amount of such liquidated damages.
(e) If the quantity of Coal shown in the Bill of Lading (B/L) fails to meet the
minimal quantity requirement of the shipment (i.e. 90% of 80,000 metric tons
for Panamax Size shipment), in addition to other remedies available to
Buyer, Seller shall pay Buyer liquidated damages for quantity shortage as
follows:
For Panamax Size shipment:
The Base Price x 80,000 MT x 10% x
((72,000 MT - B/L Quantity)/72,000 MT)
In addition, if the quantity of Coal shown in the Bill of Lading (B/L) is greater
than 88,000 metric tons for Panamax Size Shipment, it will be treated as
88,000 metric tons for Panamax Size Shipment.

18. WARRANTIES WITH RESPECT TO COAL QUALITY

18.1 Seller shall supply Coal of a quality in accordance with the provisions of the
Contract and represents and warrants that:
(a) Each shipment of Coal will be of good grade meeting the Seller’s
Specifications, not sticky during unloading and free of impurities such as
wood, iron, nonferrous materials, blast materials or other foreign materials,
whether emanating from mining operations, storage, handling, loading or
otherwise;
(b) No shipment of Coal will contain petroleum coke, pitch, pitch coke, tar
sludge, or other by-product-related solids (collectively "Organic
Contaminant(s)") as may be determined by the Testing Laboratory in
accordance with Section 6.5;

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(c) No Organic Contaminant or any other non-coal material has been added to
any shipment of Coal with Seller’s knowledge or connivance;
(d) No salt has been added to any shipment of Coal, whether for freeze-
proofing, dustproofing or elimination of possibilities of spontaneous
combustion or otherwise, and no part of any shipment of Coal has been in
contact with sea or salt water prior to completion of loading at the Port of
Loading;
(e) Seller has used (or has caused the Coal Mine Owner/operator to use, if
Seller is an agent or trading firm) due care in mining the Coal to minimize
introduction of stones incidental to the mining process and has taken (or
has caused the Coal Mine Owner/operator to take, if Seller is an agent or
trading firm) steps to minimize any such introduction, and no stones or
other such materials have been introduced into the Coal with Seller’s
knowledge or connivance;
(f) Each shipment of Coal will be fit to be transported safely by ocean vessel
from the Port of Loading to the port at which the Coal is to be unloaded and
shall neither cause nor pose any risk of causing any damage or loss to the
ocean vessel from spontaneous combustion, explosion, or any other peril
attributable, directly or indirectly, to that shipment of Coal.

18.2 Seller shall be liable to Buyer for any and all losses, damages and costs
(including, without limitation, third-party claims against Buyer) caused by or
related to Seller's failure to perform in accordance with the representations and
warranties contained in Section 18.1.
In addition to remedies available to Buyer, Sellers shall pay Buyer liquidated
damages for time loss at discharging port caused by sticky coal and excessive
stones:
Demurrage Rate as specified in Section 12.7 (for CFR shipment) or in Section
13.7 (for FOBT shipment) × Time Loss × 2

18.3 At Buyer's option, Buyer may appoint an independent survey company to

survey the Coal for foreign materials or excessive stones at the port at which
the Coal is to be unloaded. All expenses relating to such survey shall be for the
account of and paid for by Seller if such survey discloses foreign materials or
excessive stones in the Coal. The determination of the independent survey
company so appointed shall be final, conclusive and binding on the Parties.

18.4 If the Testing Laboratory determines that Organic Contaminants are present in
a shipment of Coal, then, in addition to other remedies available to Buyer,
Seller shall pay to Buyer an amount calculated in accordance with the following
formula:
Percentage of Organic Contaminants by volume times the Initial Commercial
Invoice Price, as adjusted according to the determinations by the Umpire
Laboratory, if any, times three.

18.5 In addition to any other remedies available to it under the Contract or applicable
laws, Buyer shall hold Seller liable for any and all losses, damages, and costs

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caused by or related to Seller's default, if:
(a) Any shipment of sticky Coal or Coal contains a significant amount of
impurities such as wood, iron, nonferrous materials, blast materials or other
foreign materials, whether emanating from mining operations, storage,
handling, loading or otherwise;
(b) The percentage of Organic Contaminants, as determined by the Testing
Laboratory, is greater than one and one-half percent (1.5%) by volume for
any shipment;
(c) Organic Contaminants or any other non-coal material has been added to
the Coal with Seller’s knowledge or connivance;
(d) Salt has been added to any shipment of Coal; or any part of any shipment
of Coal has come into contact with sea or salt water prior to completion of
loading of that shipment at the Port of Loading;
(e) Seller has failed to use (or has failed to cause the Coal Mine
Owner/operator to use, if Seller is an agent or trading firm) due care in
mining the Coal to minimize introduction of stones incidental to the mining
process, or has failed to take (or has failed to cause the Coal Mine
Owner/operator to take, if Seller is an agent or trading firm) steps to
minimize any such introduction, or stones or other such materials have
been introduced into the Coal with Seller’s knowledge or connivance;
(f) Any shipment of Coal is not fit to be transported safely by ocean vessel
from the Port of Loading to the port at which the Coal is to be unloaded or
any shipment of Coal causes or poses a risk of causing damage or loss to
the ocean vessel from spontaneous combustion, explosion, or other peril
attributable, directly or indirectly, to that shipment of Coal.

18.6 Without prejudice to the rights of Buyer specified in the preceding paragraphs,
if all or any part of a shipment of Coal is sticky or contaminated by any foreign
materials or if such shipment contains an excessive number of stones or
contains significantly hard or large stones (notwithstanding the fact that such
shipment does not exceed the applicable ash or grindability specifications), and
Buyer determines that use of the Coal contained in such shipment may be
detrimental to Buyer’s facilities or may adversely affect the operation of Buyer’s
generating units, Buyer may, under protest, discharge and/or store such Coal
in Buyer’s storage yard or any other place, and notify Seller to screen and/or
remove, within the time fixed by Buyer, such sticky coal or foreign materials or
excessive stones from the Coal at Seller’s risk and expense. If Seller fails to do
so in the period fixed by Buyer, Buyer shall have the right to screen and/or
remove such sticky coal or foreign materials or excessive stones from the Coal
at Seller’s risk and expense, and Seller shall compensate Buyer for all extra
handling costs and all expenses incurred in screening and disposing of the
sticky coal or contaminated Coal, foreign materials, or excessive stones.

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19. WARRANTIES WITH RESPECT TO ORIGIN OF COAL,
CORPORATE AUTHORITY, TITLE

19.1 Seller represents and warrants that:

(a) The Coal to be supplied to Buyer under the Contract shall be exclusively
mined from Seller's Mine;
(b) Seller has the corporate authority and governmental authority to enter into
and perform its obligations under the Contract; and
(c) The Coal shall be delivered to Buyer free and clear of any liens and
encumbrances or other claims of third parties or restrictions regarding its
use.
These representations and warranties constitute the basis of the Contract, and,
if all or any part of any of them was incorrect when made or becomes incorrect
thereafter for any reason, Buyer, in addition to any other remedies available to
it, may rescind, cancel, or terminate the Contract without liability, holding Seller
liable for any and all resulting losses, damages and costs.

19.2 At any time during the term of the Contract, including without limitation during
the pendency of any dispute, Seller shall provide Buyer at the request of Buyer
such documentation, including related documentation reasonably requested by
Buyer, as establishes that Seller meets the above representations and
warranties.

20. WARRANTY AGAINST CONTINGENT FEES AND BENEFITS;

PROCUREMENT INTEGRITY

20.1 Seller represents and warrants that no person has been employed or retained
to solicit or secure the Contract or one or more shipments of Coal, and that no
person will be employed or retained to administer the Contract or one or more
shipments of Coal, upon an agreement or understanding for a contingent fee,
bribe, commission, proportional payment, brokerage, thank-you payment,
kickback, gift, treat or other improper benefits, excepting bona fide full time
employees employed by Seller for the purpose of securing or administering
business and no such contingent fee, bribe, commission, proportional payment,
brokerage, thank-you payment, kickback, gift, treat or other improper benefits
has been or will be paid, provided that this warranty shall not be deemed to be
breached by the payment of a contingent fee, bribe, commission, proportional
payment, brokerage, thank-you payment, kickback, gift, treat or other improper
benefits by Owner to Seller in consideration of Seller's performance of its
duties as sales agent if Owner, not Seller, owns and/or operates Seller's Mine
and Seller is functioning as Owner's sales agent. Upon Seller’s breach of this
warranty, Buyer, in addition to any other remedies available to it, may rescind,
cancel, or terminate the Contract without liability, holding Seller liable for any
and all resulting losses, damages and costs, and may deduct from the contract
price, or otherwise recover, two times the full amount of such contingent fee,
bribe, commission, proportional payment, brokerage, thank-you payment,
kickback, gift, treat or other improper benefits.

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20.2 Seller represents and warrants that no officials or employees of the

Government of the Republic of China, including any subdivision or branch
thereof, no employees of Buyer and no consultants (or employees of a
consultant) retained by Buyer whose services are in any way related to Buyer's
selection of coal, coal mines or coal producers have been or will be admitted,
directly or indirectly, to any share or part of the Contract or of any one or more
shipments of Coal or to any benefit that may arise therefrom. Breach of this
warranty will subject Seller to penalties according to the laws of the Republic of
China as well as give Buyer the right to rescind, cancel or terminate the
Contract without liability, holding Seller liable for any and all resulting losses,
damages and costs, and to deduct from the contract price, or otherwise
recover, two times improper benefits to which any party has been admitted in
breach of this warranty. In the event of failure to deduct from the contract, the
entity shall notify the supplier to pay it within a time limit.

20.3 Seller represents and warrants that: (a) it has not borrowed or assumed the
name or certificate of another in bidding or entering into the Contract; (b) it has
no untrue documents in bidding or entering into the Contract; (c) the
Certificates submitted by Seller in connection with its TECHNICAL AND
COMMERCIAL PROPOSAL were true and correct when submitted and has
been and will be true and correct at all times from its submittal through the
complete performance of the Contract; (d) it has not engaged in any conduct of
a type which the Republic of China Procurement and Public Construction
Commission has found to be a violation of law or regulation which affects the
fairness of the procurement; and (e) it was not, at the time Seller’s Technical
and Commercial Proposal and Price Proposal were submitted to Buyer or at
the time the Contract was awarded, prohibited from bidding on or being
awarded any contract pursuant to Article 103 of the Republic of China
Government Procurement Act. Breach of this warranty will subject Seller to
penalties according to the laws of the Republic of China as well as give Buyer
the right to rescind, cancel or terminate the Contract without liability, holding
Seller liable for any and all resulting losses, damages and costs.

21. CONTRACT TERMINATION OR RESCISSION DUE TO SELLER’S

VIOLATION OF CONTRACT OR CHANGE IN SELLER'S
FINANCIAL POSITION

21.1 Contract termination or rescission due to Seller’s violation of Contract

(a) In case of any of the following faults or violations of the Contract on the part
of the Seller during the Contract performance, Buyer may notify the Seller
in writing of a termination or rescission of the Contract. The Contract may
be terminated or rescinded in part or in whole.
(i) Occurrence of the circumstance specified in the first half paragraph of
Paragraph 2 of Article 50 of Government Procurement Act.
(ii) The Contract may be terminated or rescinded pursuant to Article 59 of

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Government Procurement Act.
(iii) In violation of the requirements regarding the Contract assignment as
specified in Article 65 of Government Procurement Act.
(iv) The Seller or any of his personnel has committed any of the offenses
prescribed in Articles 87 to 92 of Government Procurement Act and
has been sentenced by a court with a “ guilty ” verdict.
(v) The schedule of the Contract performance has been delayed to a
serious extent due to a cause for which the Seller is responsible.
(vi) That the Seller uses untrue documents to tendering , contracting or
performing a contract.
(vii) The Seller has reduced work or materials without permission to a
serious extent.
(viii) The Seller fails to execute the Contract without any justification.
(ix) The Seller has neither passed the inspection or acceptance test nor
performed as required within the designated time limit.
(x) The Seller can not continue to execute the Contract due to his
bankruptcy or any other serious event.
(xi) If the Seller has not performed according to the Contract requirements
and completed the required correction within ten (10) days after receipt
of Buyer’s written notice or within any other time limit designated in
such notice.
(xii) Any other event specified in the Contract.
(b) The Seller shall continue to execute the Contract in accordance with the
Contract requirements in case Buyer have not notified the Seller in writing
of a termination or rescission of the Contract.
(c) If the Contract is terminated or rescinded due to a cause for which the
Seller is responsible as specified in Article 21.1(a), Buyer may, in a manner
they consider appropriate, complete the Contract by hiring another
supplier. Any extra charge thus incurred shall be borne by the Seller of the
original Contract.
(d) When the Contract is terminated, Buyer will not release the performance
bond and will cancel all the payments after the termination. In addition, the
Seller shall also indemnify Buyer for any expense or loss thus incurred.

21.2 Contract Termination due to change in Seller’s financial position

Without prejudice to and in addition to Buyer's right to rescind, cancel or
terminate the Contract under other Articles hereof, if any of the following
occurs, Buyer shall have the right to rescind, cancel or terminate the Contract
without liability, holding Seller liable for any and all resulting losses, damages
and costs, by serving on Seller written notice of rescission, cancellation or
termination with immediate effect:
(a) If all or a substantial portion of Seller's property is subject to a court order
for attachment, provisional attachment, provisional disposal, disposal by
public sale, disposal for failure to pay taxes or any other similar disposal by
a public authority; or if Seller files a petition or has a petition filed against it
by any person for reorganization, bankruptcy, or other similar proceedings
for rehabilitation of debtors; or

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(b) If Seller undertakes a reduction of capital, a dissolution, a transfer of all or
a substantial portion of its business or a material alteration or
abandonment of its business as it is presently conducted; or
(c) If Seller is unable to meet any payment obligation as and when it becomes
due;
provided that Buyer shall not deliver such notice of rescission, cancellation or
termination until it has given Seller an opportunity to demonstrate that such
change in financial condition does not and will not affect Seller’s ability to
perform under the Contract, which demonstration Buyer may accept or not in
its sole discretion.
If Seller does not own and/or operate Seller's Mine, the word "Seller" in
paragraphs above shall be deemed to mean “Seller or Owner”.

22. NO ASSIGNMENT

Except to the extent that Buyer may agree in writing, Seller may not assign any
of its rights or delegate any of its duties under the Contract.

23. ARBITRATION, LAWSUIT

Except as to (i) decisions identified in other provisions of the Contract as final,

conclusive and binding, which decisions shall not be subject to further review or
dispute, and (ii) disputes in connection with which either Party raises a claim or
defense involving allegations of fraud, misrepresentation, deceit or similar
conduct, any question or dispute of whatever nature arising out of or in
connection with, or in any way relating to, the Contract shall be finally settled by
arbitration in accordance with the Rules of Arbitration of the International
Chamber of Commerce. Unless both parties mutually agree in writing to use a
different language, proceedings before the arbitral tribunal shall be conducted in
Chinese; provided that, in any event, any Request for Arbitration, Answer, or
other correspondence, communication, or filing with the International court of
Arbitration of the International Chamber of Commerce shall be in English.
Decisions identified herein as "final, conclusive and binding" shall not be subject
to challenge for any reason (including, without limitation, claims that a sample
was unrepresentative or claims that the Marine Surveyor, Inspection Company,
or Umpire Laboratory did not proceed in accordance with ISO or applicable
ASTM standards or otherwise proceeded improperly or inappropriately).
Notwithstanding the foregoing, however, nothing herein shall preclude a
challenge based on an allegation that the challenged decision was compromised
by willful misconduct
The arbitration shall be conducted in Taipei, Taiwan, Republic of China.
Any dispute in connection with which either Party raises a claim or defense
involving allegations of fraud, misrepresentation, deceit, or similar conduct shall
be resolved solely by recourse to the Taipei District Court of the Republic of
China (to the jurisdiction of which court the Parties hereby submit for such
purpose).
The decision of the court or arbitral tribunal, as the case may be, shall be final

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and binding on the Parties, and judgment thereon may be entered or enforced in
any court having jurisdiction thereof or having jurisdiction over either of the
Parties or their assets.

24. GOVERNING LAW

The Contract shall be governed by and construed in accordance with the laws of
the Republic of China (without giving effect to its conflict of law principles).

25. NOTICES

Unless mutually agreed or specifically provided otherwise, all notices given or to

be given by a Party shall be in writing and sent to the other Party's address
specified below or to such other address as the other Party may specify, and
shall be deemed to be properly given: (i) if delivered by hand, upon receipt; (ii) if
sent by registered mail (air mail, if international), postage prepaid, upon receipt;
and (iii) if given by facsimile or email on the day (which is a business day at
place of addressee) immediately following the date on which the facsimile or
email is sent; provided that, in the case of notice by facsimile or email, it was
given with confirmed answerback.
To Seller: Address specified in the Contract Agreement
To Buyer: Taiwan Power Company
Department of Fuels
9F., No. 242, Roosevelt Road, Section 3, Zhongzheng Dist.,
Taipei City 100208, Taiwan, Republic of China
Facsimile: 886-2-23670597 or 886-2-23678593
Email address: d0090404@taipower.com.tw

26. NO WAIVER; CUMULATIVE REMEDIES

26.1 The failure of either Party to enforce at any time any of the provisions of the
Contract, or to require at any time performance by the other Party of any of the
provisions thereof, shall in no way be construed to be a waiver of such
provision, nor in any way to affect the validity of the Contract, or any part
thereof, or the right of either Party thereafter to enforce each and every
provision of the Contract.

26.2 All remedies afforded under the Contract shall be taken and construed as
cumulative and in addition to every other remedy provided for in the Contract or
otherwise available to a Party.

27. ENTIRE AGREEMENT

The Contract constitutes the entire agreement of the Parties with respect to the
subject matter thereof and supersedes any prior expression of intent or
understanding with respect to the transactions contemplated in the Contract.

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The Contract may be amended or modified only by a writing signed by the duly
authorized representatives of the Parties.

28. SEVERABILITY

If any of the provisions of the Contract shall be held to be illegal or

unenforceable, the validity, legality and enforceability of the remaining provisions
of the Contract shall not in any way be affected or impaired thereby.

29. LIABILITY

Neither party shall be liable to the other for consequential damages under or
related to the Contract, except that this limitation of liability shall not apply to
claims based on (a) Seller’s infringement of intellectual property rights, (b)
Seller’s willful misconduct or gross negligence, (c) Seller’s intentional
concealment of defects or deficiencies in the Coal, or (d) Seller’s wrongful or
illegal acts or omissions to the rights or interest of third parties in the course of
performance of the Contract. In addition, nothing in this paragraph shall be
applicable to Seller’s obligations under specific provisions of the Contract
(including but not limited to formulas for adjustment of price based on quality as
set forth in Article 7 of the General Terms, any stipulations for liquidated
damages in accordance with Section 8.3, and Sections 8.2, 9.2, 13.10, 18.5 and
18.6 of the General Terms).

30. SURVIVAL

The provisions of Articles 18 through 20 (Warranties), Article 23 (Arbitration,

Lawsuit), and Article 24 (Governing Law), as well as any other provision of the
Contract affording either Party a remedy, shall survive the termination,
rescission, cancellation, or expiration of the Contract.

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Attachment 4
Certificate of Origin

We, the undersigned, do hereby jointly certify to the effect that the information
relating to the shipment of coal described below is true and correct and that the
shipment of coal was exclusively mined from the coal mine with the name as
______________________________________________________ located in the
country of ______________________ at the address of
___________________________________________________________________
_________, which is owned/operated by the undersigned Coal Mine Owner/Coal
Mine Producer.
Contract Number: __________________ Vessel Name: ______________
Gross Weight: _____________________ B/L Date: ____________
Shipped from: _____________________
Destination: ______________________

(1). Coal Mine Owner/Coal Mine Producer:

Company Name: _________________________
(*)
Signed by: ____________________________
(Authorized Signature)
Name: ____________________________
Title: _____________________________
Date: _____________________________

(2). Seller:
Company Name: _________________________

Signed by: ______________________________

(Authorized Signature)
Name: ____________________________
Title: _____________________________
Date: _____________________________

Note:
If the signature of the authorized officer of the Coal Mine Owner/Coal Mine Producer
has not been certified as authentic by a Notary Public, this Certificate of Origin will
be unacceptable.

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Attachment 5
Umpire Laboratory List

1. TLR Technisch Laboratorium Rotterdam BV

Bankwerkerstraat 16, 3077 MB Rotterdam, The Netherlands 1100
Tel: 31-10-2823294
Fax: 31-10-2823282
TLX 26336
2. SGS/Minerals Services
1501-A East Patapsco Avenue, Baltimore, MD 21226, U.S.A
Tel: 1-410-3551958
Fax: 1-410-3551965
3. SGS/Minerals Services
107 Pintail Drive, ST. Rose, Louisiana 70087, U.S.A.
Tel: 1-504-4675522
Fax: 1-504-4647220
4. SGS
7 Chain Street, Mackay, QLD 4740, Australia
Tel: 61-7-49513977
Fax: 61-7-49511674
5. Bureau Veritas Minerals Pty Ltd
99 Mitchell Road, Cardiff, NSW 2285, Australia
Tel: 61-2-49024800
Fax: 61-2-49024899
6. South Africa Bureau of Standards
Dr Lategan Road, Groenkloof, Pretoria, South Africa
Tel: 27-12-4287911
Fax: 27-12-4287889
TLX 631228 SA
7. PT. Geoservices
Jalan Setiabudi 79-81 Bandung, West Java 40153, Indonesia
Tel: 62-22-2031316/62-22-2038309
Fax: 62-22-2031198/62-22-2038090
8. PT. Geoservices
Jalan M. T. Haryono RT. 41 No.161, Balikpapan 76114, East Kalimantan,
Indonesia
Tel: 62-542-872155/62-542-872156/62-542-872157
Fax: 62-542-872151
9. SGS Australia Pty. Ltd.
6 Metal Pit Drive, Steel River Industrial Estate, Mayfield West, NSW 2304,
Australia
Tel: 61-2-49607800
Fax: 61-2-49607844
10. Acirl Quality Testing Services Pty. Ltd. (ACTEST/NC)
2 Spit Island Close, Mayfield, NSW 2304, Australia
Tel: 61-2-40142600
Fax: 61-2-40142699

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11. Bureau Veritas Minerals Pty Ltd
102 Hanson Road, Gladstone, QLD 4680, Australia
Tel: 61-7-4972-4966
Fax: 61-7-4972-3469
12. SGS Minerals Services Denver, Colorado
4665, Paris Street, Suite B-200, Denver, CO 80239, U.S.A.
Tel: 1-303-373-4772
Fax: 1-303-373-4791
13. Sucofindo TBCT
Sucofindo Sangatta PT. Kaltim Prima Coal Mine site JKA Building, Jl Tanjung
Barat, Sangatta, Bontang, Kalimantan, Indonesia
Tel: 62-549-525213/62-549-525217/62-549-525220
Fax: 62-549-525214
14. Sucofindo/Samarinda
Jalan Teuku Umar No.65, RT.60 Kelurahan Karang Asam, Samarinda,
Kalimantan Timur 75126, Indonesia
Tel: 62-541-6293771/62-541-6293777
Fax: 62-541-6293777
15. Nippon Kaiji Kentei Kyokai
Physical & Chemical Analysis Center, 14-2, 1 Chome, Sachiura, Kanazawa-
ward, Yokohama City 236-0003, Japan
Tel: 81-45-772-1522
Fax: 81-45-772-153

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Attachment 6

Specimen of Performance Guarantee Bond form

Irrevocable Standby Letter of Credit Credit number
(see note 1)
Place and date of issue Date and place of expiry
Month Date, 202x
at the negotiating bank in Taiwan

Applicant Beneficiary
Taiwan Power Company
No. 242, Roosevelt Road, Section 3,
Zhongzheng Dist., Taipei City 100208,
Taiwan, R.O.C.
Advising Bank Amount

Gentlemen:
We hereby issue in your favor the Irrevocable Standby Letter of Credit which is
available with any bank in Taiwan by negotiation against beneficiary’s draft(s) or
simple receipt(s) at sight drawn on us accompanied by the following document:
Beneficiary’s signed statement certifying that (name of the Seller) has
deviated from the requirements as specified on the invitation documents under
Contract No. , Invitation to Bid No. TPC11408-A7 of Beneficiary.

Special Instructions:
1. Partial drawings are allowed.
2. All charges including confirmation fee, if any, are for applicant’s account.

We hereby agree with the drawers, endorsers and bona fide holders of draft drawn
and negotiated under and in compliance with the terms of this credit that such
draft(s) or simple receipt(s) will be duly honored without recourse upon presentation
to the drawee.
This credit is subject to the Uniform Customs and Practice for Documentary Credits
(2007 Revision), International Chamber of Commerce, Paris, France, Publication
No. 600.
Authorized Signature

Note:
1. The standby letter of credit shall be issued or confirmed by a bank registered in
the Republic of China on Taiwan.

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