AGREEMENT
FOR SALE & PURCHASE OF COAL
BETWEEN
XXXXXXXXXXXXXXX
AsSELLER
AND
XXXXXXXXXXXXXXXXX
As
BUYER
REFERENCE
No Contract : .............................
Date: .....................
1. XXXXXXXXX, A COMPANY INCORPORATED UNDER THE LAW OF REPUBLIC OF
INDONESIA, HAVING ITS ADRESS AT XXXXXX ,INDONESIA, HEREINAFTER
REFFERED TO AS THE SELLER ;
2. XXXXXXXXX ,A COMPANY INCORPORATED UNDER THE LAW OF XXXXXXXXXXX
WITH ITS PRINCIPAL OFFICE AT XXXXXXXXXXXXX HEREINAFTER REFFERED TO
AS THE BUYER
INDONESIA STEAM COAL CONTRACT
PAGE 2 No : XXXXXXXXXXXXXX
...................................................................................... , HEREINAFTER REFERRED TO AS
"SELLER" AGREES TO SELL AND UNIQUE MINING SERVICES PUBLIC COMPANY
LMITED, HEREINAFTER REFERRED TO AS "BUYER", AGREES TO BUY THE COMMODITY
ACCORDING TO THE SPECIFICATIONS BELOW AND ON THE FOLLOWING TERMS AND
CONDITIONS.
1. COMMODITY : INDONESIA STEAM COAL (NON COKING COAL)
2. QUANTITY : XXXXXXXXX
3. LOADPORT : XXXXXXXXX
4. SHIPMENT PERIOD : LOADING LAYCAN: 30 DAYS AFTER RECEIVING CONFIRMED AT SIGHT
LC, UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING. BOTH
PARTIES SHALL ACT IN GOOD FAITH TO AGREE UPON A MUTUALLY
ACCEPTABLE SCHEDULE FOR SHIPMENT.
5. QUALITY : ACCORDING TO ISO STANDARDS BASED ON BUYERS OPTION FOR
SAMPLING AND ANALYSIS:
PARAMETERS TYPICAL REJECTION LIMITS
TOTAL MOISTURE (ARB) 37% > 39%
INHERENT MOISTURE (ADB) 19% -
ASH (ADB) 8%~12% > 10%
VOLATILE MATTER (ADB) 40%~45% -
FIXED CARBON (ADB) BY DIFFERENCE -
TOTAL SULPHUR (ADB) 0,5% >0.8%
GROSS CALORIFIC VALUE (ARB) 4,200 Kcal/Kg < 4,000 Kcal/Kg
HARDGROVE GRINDABILITY INDEX (HGI) 40-50 BY APPROX -
SIZE 0-50 MM 90% 20%
PAGE 3 No : XXXXXXXXXXXXXX
6. MINING/IUPOP: XXXXXXXXXXXXXXXXXXXX
7. PRICE : PRICE SHALL BE FIXED AT US$ 40.00 (US FOURT ONLY) PER METRICTONNE,
FOBT BARGE, MUARA BERAU KALIMANTAN, INDONESIA BASIS 4,200
KCAL/KG (GROSS CALORIFIC VALUE AS RECEIVED BASIS) FRACTIONS PRO-
RATA INCLUDING ALL RELEVANT EXPORT DOCUMENTS.
8. WEIGHT DETERMINATION:
THE WEIGHT, TO THE NEAREST TONNE, OF COAL SHALL BE DETERMINED
AT THE LOADING PORT BY PT. GEOSERVICES WHICH SHALL ISSUE A
CERTIFICATE OF WEIGHT (CERTIFICATE OF WEIGHT) BASED UPON THE
DETERMINATION OF WEIGHT OF COAL BY DRAFT SURVEY OF THE VESSEL.
SUCH CERTIFICATE OF WEIGHT SHALL BE CONCLUSIVE AND SHALL BE THE
ASCERTAINED WEIGHT USED ON THE BILL OF LADING AND SHALL BE USED
FOR ALL INVOICING AND PAYMENT UNDER THIS CONTRACT. THE COST OF
SUCH WEIGHING SHALL BE FOR THE ACCOUNT OF THE SELLER.
9. SAMPLING/ANALYSIS :
SAMPLING AND ANALYSIS SHALL BE CARRIED OUT AT THE PORT OF
LOADING BY PT. GEOSERVICES IN ACCORDANCE WITH ASTM STANDARDS
AND SHALL BE DIVIDED INTO:
1 (ONE) SAMPLE FOR CARGO ANALYSIS,
1 (ONE) SAMPLE TO BE SENT TO THE BUYER,
1 (ONE) UMPIRE SAMPLE, WHICH SHALL BE RETAINED BY PT.
GEOSERVICES UNTIL 60 (SIXTY) DAYS AFTER LOADING COMPLETION.
THE CERTIFICATE OF SAMPLING AND ANALYSIS ISSUED BY PT.
GEOSERVICES (COA) SO DETERMINED SHALL BE FINAL AND BINDING ON
BOTH BUYER AND SELLER. COST INCURRED PURSUANT TO THIS CLAUSE
SHALL BE BORNE BY THE SELLER.
BUYER HAS THE RIGHT TO BE PRESENT DURING LOADING OR DEPUTE
THEIR REPRESENTATIVES TO SUPERVISE LOADING CARGO(ES) AND
SAMPLING PROCESS.
BUYER RESERVES THE RIGHT TO APPOINT, AT THEIR OWN EXPENSE AN
ADDITIONAL INDEPENDENT SURVEYOR FOR SAMPLING AND ANALYSIS AT
LOADPORT.
10. QUALITY ADJUSTMENT (BONUS & PENALTY):
GROSS CALORIFIC VALUE (AS RECEIVED BASIS)
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IF THE GROSS CALORIC VALUE OF THE COAL AS SPECIFIED IN THE
STANDARD QUALITY SPECIFICATIONS (6,300 KCAL/KG) HEREUNDER IS
BELOW OR ABOVE THAT OF THE CERTIFICATE OF SAMPLING AND
ANALYSIS HEREOF, THE BASE PRICE SHALL BE ADJUSTED (THE ADJUSTED
PRICE) AS FOLLOWS:
ACTUAL GCV (ARB)
INVOICE PRICE = US$ 41 X -------------------------------------
4200 KCAL/KG
IF THE GROSS CALORIC VALUE OF THE COAL AS SPECIFIED IN THE
STANDARD QUALITY SPECIFICATIONHEREUNDER IS BELOW 6100 KCAL/KG,
BUYER SHALL HAVE THE RIGHT TO REJECT THE CARGO
OR
BUYER CAN ACCEPT THE CARGO WITH THE UNIT PRICE OF COAL
DECREASED (FRACTION PRO RATA) IN ACCORDANCE WITH THE
FOLLOWING FORMULA:
(4200 kca/kg - Calorific ACTUAL GCV (ARB) X 4200 X 1.25
ADJUSTED PRICE =
4200 kcal/kg
TOTAL MOISTURE (AS RECEIVED BASIS)
IF THE TOTAL MOISTURE (AS RECEIVED BASIS) FOR THE ACTUAL
DELIVERED SHIPMENT IS ABOVE 10% BUT WITHIN REJECTION LIMITS,
THEN THE INVOICE WEIGHT SHALL BE ADJUSTED ACCORDING TO THE
FOLLOWING FORMULA:
INVOICE WEIGHT = B/L WEIGHT X 1 (ACTUAL TM (ARB) -10%)
ASH CONTENT (AIR DRIED BASIS) IF THE CERTIFIED ASH CONTENT (ADB)
OF THE COAL AS STATED IN THE INDEPENDENT INSPECTION COMPANYS
CERTIFICATE AT THE LOADING PORT (THE CERTIFIED ASH) EXCEEDS 10%
BUT NO MORE THAN 12% THE PRICE SHALL BE DEDUCTED BY USD 0.10/MT
FOR EACH 1% INCREASE, FRACTION PRORATA:
ADJUSTED PRICE = (Actual Ash Content% -10%) X 100 X USD. 0.10
IF THE CERTIFIED ASH OF THE COAL IS EXCEED 12%, BUYER SHALL HAVE
THE RIGHT TO REJECT THE CARGO OR BUYER CAN ACCEPT THE CARGO
PAGE 5 No : XXXXXXXXXXXXXX
WITH THE UNIT PRICE OF COAL DECREASED (FRACTION PRO RATA) IN
ACCORDANCE WITH THE FOLLOWING FORMULA
ADJUSTED PRICE = (Actual Ash Content% -10%) X 100 X USD. 0.10 X 1.25
TOTAL SULPHUR (AIR DRIED BASIS)
IF THE TOTAL SULPHUR CONTENT (ADB) OF THE COAL AS STATED IN THE
INDEPENDENT INSPECTION COMPANYS CERTIFICATE AT THE LOADING
PORT (THE CERTIFIED SULPHUR) EXCEEDS 0,9% BUT NO MORE THAN
1.0%%, THE PRICE SHALL BE DEDUCTED BY USD 0.10/MT FOR EACH 0,1%
INCREASED, FRACTION PRO RATA.
ADJUSTED PRICE = (ACTUAL TOTAL SULPHUR% -0.9%) X 100 X 10 X USD. 0.25
IF THE CERTIFIED TOTAL SULPHUR OF THE COAL IS EXCEED 1.0%,
BUYER SHALL THE RIGHT TO REJECT THE CARGO OR BUYER CAN ACCEPT
THE CARGO WITH THE UNIT PRICE OF COAL DECREASED (FRACTION PRO
RATA) WITH THE FOLLOWING FORMULA:
ADJUSTED PRICE = (Actual Total Sulphur% -0.9%) X 100 X 10 X USD. 0.10 X 1.25
IF ANY QUALITY PARAMETER(S) OF COAL DELIVERED BY THE SELLER,
AS DETERMINED BY PT. GEOSERVICES, REACHES ANY OF THE
REJECTION LIMITS AS SPECIFIED UNDER CLAUSE 5, THEN THE BUYER
MAY AT ITS OPTION EITHER (I) REJECT THE CARGO WHEREUPON
NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES OR (II) ACCEPT THE
COAL SUBJECT TO PRICE ADJUSTMENT TO BE MUTUALLY AGREED
BETWEEN BUYER AND SELLER.
11. PAYMENT: PAYMENT WILL BE MADE BY LETTER OF CREDIT (L/C) IRREVOCABLE NON
TRANSFERABLE AT SIGHT ISSUED BY FIRST CLASS BANK. THE LETTER OF
CREDIT MUST BE OPENED BY THE BUYER NOT LATER THAN 14
(FOURTEEN) CALENDAR DAYS BEFORE THE FIRST DAY OF LAYCAN.THE
PAGE 6 No : XXXXXXXXXXXXXX
BENEFICIARY UNDER THE LETTER OF CREDIT SHALL BE STATED AS
........................................................................ INDONESIA
BENEFICIARY BANK COORDINATE:
Bank Name : xxxxxxxxxxxxxxxxxx
Branch : xxxxxxxxxxxxxxxxxx
Address Bank : xxxxxxxxxxxxxxxxxx
City : xxxxxxxxxxxxxxxxxx
No. Telephone : xxxxxxxxxxxxxxxxxx
Zip Code : xxxxxxxxxxxxxxxxxx
Province : xxxxxxxxxxxxxxxxxx
Country : xxxxxxxxxxxxxxxxxx
Account Name : xxxxxxxxxxxxxxxxxx
Account Number : xxxxxxxxxxxxxxxxxx
BUYERS BANK COORDINATE:
Bank Name : xxxxxxxxxxxxxxxxx
Branch : xxxxxxxxxxxxxxxxx
Address Bank : xxxxxxxxxxxxxxxxx
City : xxxxxxxxxxxxxxxxx
No. Telephone : xxxxxxxxxxxxxxxxx
No. Facsimile : xxxxxxxxxxxxxxxxx
Zip Code : xxxxxxxxxxxxxxxxx
Province : xxxxxxxxxxxxxxxxx
Country : xxxxxxxxxxxxxxxxx
SWIFT Code : xxxxxxxxxxxxxxxxx
Account Name : .xxxxxxxxxxxxxxxxx
Bank Officer Name : xxxxxxxxxxxxxxxxx
Email : xxxxxxxxxxxxxxxxx
ALL BANKING CHARGE OUTSIDE OF ISSUING BANK AREA FOR ACCOUNT OF THE BUYER
12. DOCUMENT REQUIREMENT:
SELLER SHALL SUBMIT THE FOLLOWING DOCUMENTS FOR PAYMENT:
PAGE 7 No : XXXXXXXXXXXXXX
LC SHALL BE PAYABLE 100% AT SIGHT AGAINST PRESENTATION OF THE FOLLOWING
DOCUMENTS:
1. SIGNED ORIGINAL COMMERCIAL INVOICE IN TRIPLICATE
2. FULL SET 3/3 ORIGINAL CLEAN ON BOARD BILL OF LADING, MARKED FREIGHT
PAYABLE AS PER CHARTER PARTY.
3. CERTIFICATE OF ORIGIN ISSUED BY THE AUTHORIZED LOCAL INSTITUTION OR
DEPARTMENT OF TRADE IN INDONESIA OR PT.GEOSERVICES IN ONE ORIGINAL AND
TWO COPIES.
4. CERTIFICATE OF SAMPLING AND ANALYSIS ISSUED BY PT. GEOSERVICES AT PORT OF
LOADING IN TRIPLICATE.
5. CERTIFICATE OF WEIGHT BY DRAUGHT SURVEY ISSUED BY PT. GEOSERVICES S AT
PORT OF LOADING IN TRIPLICATE
SELLER SHALL FAX/EMAIL ALL DOCUMENTS WITHIN 5 WORKING DAYS
AFTER SHIPMENT DATE.
13. MARITIME CONDITIONS:
A) NOMINATION OF VESSEL
BUYER TO NOMINATE TO SELLER THE BARGE AND TONNAGE TO BE
LIFTED AT LEAST 6 (SIX) DAYS PRIOR TO ETA OF THE PERFORMING,
WHOSE ACCEPTANCE OF THE VESSEL AND LOADING LAYCAN SHALL
NOT BE UNREASONABLY WITHHELD. SELLER TO REPLY WITHIN 24
HOURS (INCLUDING ONE FULL WORKING DAY). NOMINATION TO
INCLUDE CHARTER PARTY DETAILS SUCH AS DEMURRAGE/ DESPATCH.
B) NOTICES
BUYER SHALL NOTIFY SELLER AND HIS PORT AGENTS AT LEAST SEVEN
DAYS, FORTY EIGHT HOURS AND AGAIN AT LEAST 24 HOURS PRIOR TO
THE ESTIMATED ARRIVAL TIME OF THE BARGE AT THE PORT OF
LOADING.
C) NOTICE OF READINESS (NOR)
NOTICE OF READINESS TO LOAD SHALL BE TENDERED BY MASTER IN
WRITING TO THE SELLER OR ITS AGENTS ANY TIME ANY DAY.
SUCH NOTICE OF READINESS SHALL BE TENDERED WHEN THE BARGE
IS SAFELY IN THE LOADING POINT AND IS IN ALL RESPECTS READY TO
LOAD THE CARGO.
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NOTICE OF READINESS TO LOAD SHALL NOT BE TENDERED BEFORE
THE LC SWIFT HAS BEEN RECEIVED
D) LAYTIME
LAYTIME FOR LOADING SHALL COMMENCE 12 HOURS AFTER NOR IS
TENDERED UNLESS SOONER COMMENCED IN WHICH CASE ACTUAL
TIME USED TO COUNT.
IN THE EVENT THAT THE VESSEL ARRIVES AT THE LOADING PORT
BEFORE LAYCAN DATE, THEN NOTICE OF READINESS WILL BE
TENDERED ON THE FIRST DAY OF LAYCAN. IN CASE THE VESSEL
ARRIVES AT THE LOADING PORT AFTER LAYCAN, THE LOADING WILL
BE ON FIRST COME FIRST SERVE AND LAYTIME WILL COUNT FROM
COMMENCEMENT OF LOADING.
LOADING SHALL BE DEEMED COMPLETED AND LAYTIME AND/OR
TIME ON DEMURRAGE SHALL STOP WHEN THE SELLER GIVES THE
PEMBERITAHUAN EXPORT BARANG (THE EXPORT DECLARATION
FORM OR PEB) TO THE BUYERS SHIPPING AGENT OR THE LOADING
AND TRIMMING IS COMPLETED, WHICHEVER IS LATER.
TIME USED FOR FIRST OPENING AND LAST CLOSING HATCHES SHALL
NOT COUNT AS LAYTIME OR TIME ON DEMURRAGE.
TIME USED FOR INITIAL AND FINAL DRAFTSURVEY AND
INTERMEDIATE DRAFTSURVERY REQUESTED BY BUYER/OWNERS
SHALL NOT COUNT AS LAYTIME OR TIME ON DEMURRAGE.
PERIODS OF BAD WEATHER, DULY CONFIRMED BY THE STATEMENT OF
FACTS, SHALL NOT BE COUNTED AS LAYTIME UNLESS THE VESSEL IS
ALREADY ON DEMURRAGE.
ONCE ON DEMURRAGE ALWAYS ON DEMURRAGE TO APPLY.
E) LOADRATE
THE SELLER SHALL LOAD THE COAL ABOARD BARGE 330 FEET THE
AVERAGE RATE OF 10,000 METRIC TONNES PER WEATHER WORKING
DAY OR PRO-RATA FOR ANY PART OF A DAY OF TWENTY-FOUR (24)
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CONSECUTIVE HOURS, SUNDAY INCLUDED EXCEPT MAJOR
INDONESIAN NATIONAL HOLIDAYS.
F) ALL OTHER MARITIME TERMS AND CONDITIONS AND DEAD FREIGHT
CLAUSE SHALL BE AS PER THE GOVERNING CHARTER PARTY
AGREEMENT. THE SELLER SHALL MAKE ARRANGEMENTS TO LOAD
THE TONNAGE AS PER THE STOWAGE PLAN PROVIDED BY THE
BUYERS ASSIGNED SHIPPING AGENT AT LOADING PORT.
WITHEXCEPTION TO FORCE MAJEURE EVENTS AS STIPULATED IN
ARTICLE 16 FORCE MAJEURE, SELLER SHALL BE OBLIGATED TO
COMPENSATE THE BUYER FOR ANY CARGO SHORTAGES OUTSIDE THE
ACCEPTABLE QUANTITY TOLERANCE 50,000 MTS +/- 10% ON EACH
VESSEL AT BUYERS OPTION BY PAYING THE DEAD FREIGHT. THE DEAD
FREIGHT SHALL BE CALCULATED BASED ON THE STOWAGE PLAN.
14. TAXES : ALL TAXES, EXPORT DUTIES AND LICENCES OR LEVIES IN INDONESIA ON
THE EXPORTED COAL ARE FOR THE ACCOUNT OF THE SELLER.
15. TITLE/RISK : TITLE AND RISK TO PASS FROM SELLER TO BUYER AS THE CARGO HAS
LOADED ON BOARD MOTHER VESSEL.
16. FORCE MAJEURE : NEITHER SELLER NOR BUYER SHALL BE LIABLE IN DAMAGES OR
OTHERWISE FOR ANY FAILURE OR DELAY IN PERFORMANCE OF ANY
OBLIGATION HEREUNDER OTHER THAN OBLIGATION TO MAKE
PAYMENT, WHERE SUCH FAILURE OR DELAY IS CAUSED BY FORCE
MAJEURE, BEING ANY EVENT, OCCURRENCE OR CIRCUMSTANCE
REASONABLY BEYOND THE CONTROL OF THAT PARTY, INCLUDING
WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, FAILURE
OR DELAY CAUSED BY OR RESULTING FROM ACTS OF GOD, STRIKES,
FIRES, FLOODS, WARS (WHETHER DECLARED OR UNDECLARED), RIOTS,
DESTRUCTION OF THE MATERIAL, DELAYS OF CARRIERS DUE TO
BREAKDOWN OR ADVERSE WEATHER, PERILS OF THE SEA, EMBARGOES,
ACCIDENTS, DISRUPTIONS OR BREAKDOWNS OF PRODUCTION OR
REFINERY FACILITIES, OR PREVENTION OR DELAY IN LOADING OR
DISCHARGING OF VESSELS OR BARGES DUE TO SUCH DISRUPTIONS OR
BREAKDOWNS, RESTRICTIONS IMPOSED BY ANY GOVERNMENTAL
AUTHORITY (INCLUDING ALLOCATIONS, PRIORITIES, REQUISITIONS,
QUOTAS AND PRICE CONTROLS). THE TIME OF SELLER TO MAKE OR
BUYER TO RECEIVE DELIVERY HEREUNDER SHALL BE EXTENDED
PAGE 10 No : XXXXXXXXXXXXXX
DURING ANY PERIOD IN WHICH DELIVERY SHALL BE DELAYED OR
PREVENTED BY REASON OF ANY OF THE FOREGOING CAUSES, UP TO A
TOTAL OF THIRTY (30) DAYS. IF ANY DELIVERY HEREUNDER SHALL BE
SO DELAYED OR PREVENTED FOR MORE THAN 30 DAYS, EITHER PARTY
MAY TERMINATE THIS CONTRACT WITH RESPECT TO SUCH DELIVERY
UPON WRITTEN NOTICE TO THE OTHER PARTY.
17. LAW & ARBITRATION :
THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH SINGAPORE LAW AND ANY DISPUTE ARISING OUT
OF OR IN CONNECTION WITH THIS CONTRACT INCLUDING ANY
QUESTION REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION,
SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION IN
SINGAPORE IN ACCORDANCE WITH THE ARBITRATION RULES OF THE
SINGAPORE INTERNATIONAL ARBITRATION CENTER (SIAC RULES) FOR
THE TIME BEING IN FORCE, WHICH RULES ARE DEEMED TO BE
INCORPORATED BY REFERENCE IN THIS CLAUSE.
THE TRIBUNAL SHALL BE COMPOSED OF THREE ARBITRATORS, ONE OF
WHOM SHALL BE CHOSEN BY THE BUYER, ONE BY THE SELLER AND A
THIRD BY THE TWO ARBITRATORS SO CHOSEN. THE THIRD ARBITRATOR
SHALL ALWAYS BE A PRACTICING BARRISTER OR SOLICITOR. HOWEVER,
IT IS UNDERSTOOD THAT BOTH PARTIES SHALL BE ENTITLED TO TAKE
ANY REASONABLE MEASURES FOR THE PROTECTION OF RIGHTS
ACCRUED TO THEM BY THIS CONTRACT WITHOUT PREJUDICE TO THE
PROVISIONS OF THIS CLAUSE.
THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. THE
ARBITRATION AWARD SHALL BE FINAL AND BINDING AT SINGAPORE
INTERNATIONAL ARBITRATION CENTRE (SIAC), OR APPLICATION MAY BE
MADE TO SUCH COURT FOR A JUDICIAL ACCEPTANCE OF THE AWARD
AND AN ORDER OF ENFORCEMENT, AS THE LAW OF SUCH
JURISDICATIONMAY REQUIRE OR ALLOW ON THE PARTIES, AND THE
PARTIES AGREE TO BE BOUND THEREBY AND TO ACT ACCORDINGLY.
THE COSTS OF ARBITRATION SHALL BE BORNE BY THE LOSING PARTY,
UNLESS OTHERWISE DETERMINED BY THE TRIBUNAL. THE TRIBUNAL
SHALL STATE IN ITS AWARD IN DETAIL THE FACTS OF THE CASE AND THE
REASONS FOR ITS DECISION. THE AWARD SHALL NOT BE SUBJECT TO
APPEAL.
PAGE 11 No : XXXXXXXXXXXXXX
18. LIABILITIES : IN NO EVENT SHALL BUYER OR SELLER BE LIABLE FOR INDIRECT OR
CONSEQUENTIAL DAMAGES OR FOR SPECIFIC PERFORMANCE.
19. ASSIGNMENTS : NEITHER SELLER NOR BUYER SHALL ASSIGN THE WHOLE OR ANY PART
OF ITS RIGHTS AND OBLIGATIONS HEREUNDER DIRECTLY OR
INDIRECTLY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY.
20. LIQUIDATION
CLAUSE : WITHOUT LIMITING ANY OTHER RIGHTS THAT MAY BE AVAILABLE TO
THE LIQUIDATING PARTY (AS HEREINAFTER DEFINED), IN THE EVENT
THAT A PARTY HERETO (THE DEFAULTING PARTY) IS THE SUBJECT OF A
BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR PROCEEDING OR FAILS
TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE, THE OTHER
PARTY HERETO (THE LIQUIDATING PARTY) SHALL HAVE THE RIGHT,
EXERCISABLE IN ITS SOLE DISCRETION AND AT ANY TIME, TO LIQUIDATE
THIS CONTRACT THEN OUTSTANDING BETWEEN THE PARTIES (WHETHER
THE LIQUIDATING PARTY IS THE SELLER OR BUYER THEREUNDER) BY
DECLARING ANY OR ALL SUCH CONTRACTS TERMINATED (WHEREUPON
THEY SHALL BECOME AUTOMATICALLY TERMINATED, EXCEPT FOR THE
PAYMENT OBLIGATION REFERRED TO BELOW), CALCULATING THE
DIFFERENCE, IF ANY, BETWEEN THE PRICE SPECIFIED THEREIN, AND THE
MARKET PRICE FOR THE RELEVANT COMMODITY (AS DETERMINED BY
THE LIQUIDATING PARTY IN A COMMERCIALLY REASONABLE MANNER
AT A TIME OR TIMES REASONABLY DETERMINED BY THE LIQUIDATING
PARTY) AND AGGREGATING OR NETTING SUCH MARKET DAMAGES TO A
SINGLE LIQUIDATED SETTLEMENT PAYMENT THAT WILL BE DUE AND
PAYABLE UPON DEMAND THEREFORE.
21. NOTICE :
ALL NOTICES BY THE BUYER AND SELLER, AS THE CASE MAY BE, AS
WELL AS CORRESPONDENCE IN CONNECTION WITH THIS AGREEMENT
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN BY SELLER/BUYER
UPON HAVING BEEN SENT BY FACSIMILE, OR FOUR DAYS AFTER HAVING
BEEN MAILED BY REGISTERED LETTER, TO THE ADDRESSES SET OUT
BELOW:
PAGE 12 No : XXXXXXXXXXXXXX
SELLER
1. PT XXXXXXXXXXXXXXXXX
ADDRESS: XXXXXXXXXXXXXXXXX
BENEFICIARY
Tel. : XXXXXXXXXXXXXXXXX
Email: XXXXXXXXXXXXXXXXX
Contact Person: XXXXXXXXXXXXXXXXX
2. BUYER
XXXXXXXXXXXXXXXXX
Address: XXXXXXXXXXXXXXXXX
Tel: XXXXXXXXXXXXXXXXX
Email: XXXXXXXXXXXXXXXXX
Contack person: XXXXXXXXXXXXXXXXX
22. OTHER
CONDITIONS : WHERE NOT IN CONFLICT WITH THE FOREGOING, INCOTERMS 2010
EDITIONS INCLUDING SUBSEQUENT AMENDMENTS AS APPLICABLE ON
THE DATE OF THIS CONTRACT TO APPLY.
23. ENTIRE
AGREEMENT : THIS CONTRACT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ALL
PROPOSALS, NEGOTIATIONS AND REPRESENTATIONS WITH REFERENCE
THERETO ARE MERGED HEREIN.
SELLER BUYER
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
PT XXXXXXXXXXXXX XXXXXXXXXXXXXX
PAGE 13 No : XXXXXXXXXXXXXX
XXXXXXXXXXXXX XXXXXXXXXXXXXX
.............................................................. Executive Director
President Director
