Contract of Nickel Ore-FOB 20120130 01 Purchase (2) 1.9 1.8

Nickel Ore Contract-FOB-INTERTEK-Final Draft-XCDER-HW-120120 1.9—1.8

Contract of Nickel Ore

Ni Content (on dry basis) 1.80% min % below

(Contract No. : )

This contract was made and signed on ____ between the parties hereinbelow.

The Parties:

Seller (hereinafter called “Seller” ):Company : Address : Official email :

Banking InformationName of the Bank : ____________________________________Swift Code : Account Name : Account No. : xxxxxxxxxxxxxxxxAuthorized Signatory : xxxxxxxxxxxxxTitle : __________________

And

Buyer (hereinafter called ‘Buyer’ ):

Company : PT. Official email : Graha Mandiri18th.Floor

Jl. Imam Bonjol no 61, Jakarta Indonesia.

Banking Information :Name of the Bank : Swift Code : Account Name : Account No. : Authorized Signatory : Title :

Seller`s Signature： Buyer`s Signature： Page 1 of 11


Both parties hereby agree to conclude and execute the contract in accordance with the terms and conditions stipulated below.

Clause-1: CommoditiesName of the commodity: Nickel Ore in bulk

Clause-2: Country of OriginIndonesia

Clause-3: Specifications

Chemical Compositions on DryBasis (No Free H2O)

Guarantee Rejection

Ni Content (on dry basis) 1.80% min % below

Fe Content (on dry basis) 35% max % above

P Content (on dry basis) - -

Moisture (on wet basis) 33% max 35% above

Physical Size 0-250 mm max

Clause-4: Price Terms & Rejection Clause

4.1.1 USD 35 /wmt, FOB, ST, 4.2 Rejection of the CargoThe rejection of the cargo may be considered by the buyer after the results of the assay made by the third independent surveyor as PT. SGS Indonesia is obtained, if one of the following situations occurred:- Nickel content below 1.8% (on dry basis) in any case- Fe content above 20% (on dry basis) in any case- Moisture(H2O) content above 35% (on wet basis) in any caseOr seller and buyer renegotiate the price in an amicable way.4.3 Price Adjustment4.3.1 If the nickel content above 1.80%, a bonus of USD0.70/wmt shall be applied for each

0.01% up fractions pro rata.4.3.2 If the nickel content below 1.80%, a penalty of USD0.70/wmt shall be applied for each

0.01% down fractions pro rata.4.3.3 If the moisture content below 33%, a bonus of USD0.70/wmt shall be applied for each

1% down fractions pro rata.4.3.4 If the moisture content above 33%, a penalty of USD0.70/wmt shall be applied for each



1% up fractions pro rata.

Clause-5: Shipment Relevants

5.1 Quantity 50,000 wmt +/- 10% at seller’s option, but duly complied with the stowage plan of the performing vessel.5.2 Port of LoadingA safe loading anchorage(xx° xx ′ xx.x″ south; xxx° xx ′ xx.x″ east) at port of Indonesia.

5.3 Port of Discharge

5.4 PackingIn bulk

Clause-6: Delivery Quantity & Schedule

6.1 The contractual quantity shall be 50,000 wmt +/-10% at seller’s option, but duly complied with the stowage plan of the performing vessel.6.2 The latest date of shipment shall be no later than ____.6.3 The laycan will be on ______. The seller is liable to submit buyer with en effective laycan confirmation letter, at least 21 days before loading operation, indicating the contract number, name of the performing vessel, demurrage and dispatch fees, the latest date of shipment and the appointment of a third party for shipment inspection at least 5 days prior to the eta of the performing vessel arriving at the loading port.6.4 Partial shipments and transshipment: Prohibited.6.5 In the event of failure to effect delivery or deferred-delivery, due to a cause for which seller or buyer is responsible, the cost and expenditure thereof should be undertaken by the responsible party.

Clause-7: Payment Terms

7.1 At first stage the BUYER shall make a bank transfer payment, 40% of the price in Article 6.1 for

the fulfillment of cargo with a quantity of 50.000 WMT after prashipment cost by Buyer.

7.2 BUYER shall make further payment through bank transfer, 40% of the price in Article 6.1 upon the

cargo proses loading to barge.

7.3 BUYER will complete the remaining 20% payment through bank transfer after the SELLER has loaded cargo on the mother vessel and after the determination of the quality and quantity by the Independent Surveyor on the Vessel and receive all the complete documents. .



Clause-8: Documents required for Payment

8.1 For Final Payment 20%Seller shall present the following documents to The Buyer:

A) Full set (3/3) originals of clean on board of Bill of Lading(B/L), made out to order, blank endorsed, marked ‘Freight payable as per charter party’, notify party to be designated by the buyer. The B/L must be issued by vessel master or ship owner’s agent at loading port.B) Signed provisional invoice in one(1) original and one(1) copy indicating the amount of provisional payment (100% of total FOB ST cargo value) based on the shipment as per assay results on weight and quality issued by SGS at loading port.C) Certificate of Weight issued by SGS at loading port in one(1) original and one(1) copy. D) Certificate of Quality issued by SGS at loading port in one(1) original and one(1) copy. E) Certificate of Origin issued by the shipper or producer (only showing the title of such shipper or producer without any contacting information) in one(1) original and one(1) copy.8.2 The third party’s documents are accepted except the invoice, the draft from the bank and Beneficiary’s certificate. There shall be no showing of contacting information(Tel/Fax number, business address and email address), L/C number, contract number and cargo value including unit price in above mentioned documents excepted the invoice(B), the draft from the bank and Beneficiary’s certificate.8.3 The seller shall fax or email above A and E documents to buyer within 48 hours from the date of B/L.8.4 The seller shall also fax or email above B,C and D documents to buyer upon the receipt from SGS at loading port promptly.8.5 In the meantime, a beneficiary’s certified copy of fax sent to the buyer by the seller within 48 hours after shipment indicating contract number, L/C number, name of the commodity, quantity, invoice value, vessel’s name, package, loading and discharging port, shipping date and other relevant details if any.

Clause-9:

9.1 At loading portQuality and Weight: Seller shall, at seller’s account, appoint SGS to be specified a taking samples and conducting analysis of chemical and physical composition of the shipment and shall provide a Certificate of Weight and Certificate of Quality. The quality and weight of the nickel ore as determined at loading port issued by SGS shall be used as the basis for the 100% of Final Invoice.

Clause-10: Buyer’s Responsibility



10.1 Buyer is liable to inform the seller of vessel’s information such as name of the performing vessel, voyage number, eta and etd, demurrage and dispatch fees and etc through email. The shipping agent at loading port shall be nominated by the buyer.10.2 The buyer shall advise the seller by email no later than 7 days prior to the date of performing vessel arriving at loading port. The ship’s master or buyer shall also advise seller of vessel’s eta at loading port by 72/48/24/12 and 6 hours prior to vessel’s arrival.10.3 The buyer shall guarantee that performing vessel is equipped with good condition and sufficient facilities fully suitable for loading bulk cargo in holds and to provide sufficient lights as on board for night works and free use, of which in good working conditions.10.4 Master of performing vessel to secure that during adverse weather conditions such as rain and rough sea, vessel’s holds/hatches will be closed to avoid increase of moisture on cargo loaded, such period not to count as laytime. 10.5 The buyer shall allocate the vessel, basically under the age of 15 years old, equipped with minimum 4 x 25 mt crane minimum 4 holds and minimum 4 x 10 cbm of electro-hydraulic two clack typed grabs which are at seller’s free use, whenever required together with corresponding running gear and with the necessary motive power to work all gears simultaneously to perform the loading from barges and be capable of assuring a loading rate of 6,000 wmt pwwdsshinc. The seller has a right to reject the vessel within 24 hours after the receipt of corresponding vessel nomination if the performing vessel does not meet the loading requirements thus the buyer shall find the appropriate substitute vessel. 10.6 Shipping Terms at Loading Port10.6.1 Laytime shall be commenced to count 12(twelve) hours after NOR tendered, unless loading operation sooner commenced. In which case, laytime should count from the actual time of commencement. Laytime to be ended till loading and draft survey completed and all stevedores disembarked from the vessel. The time waiting for exporting documents shall be at seller’s account.10.6.2 NOR (Notice of Readiness) to be tendered by the vessel master upon vessel’s arrival at 1st pilot station of loading port by cable or email, whether in port or not, whether in berth or not, whether in Customs cleared or not, whether in free pratique or not.10.6.3 If the vessel is once on demurrage, it shall be deemed to be always on demurrage.10.6.4 Laytime allowed at the loading port shall be calculated on the basis of B/L quantity. The seller shall pay the buyer the demurrage fees (if any) incurred at loading port in accordance with the terms and conditions of the Fixture Note as per charter party. The buyer shall ensure that dispatch fees (if any) earned at the loading port shall be paid to the seller. 10.6.5 Actual demurrage/dispatch rate shall be notified to the seller as per Fixture Note or written email or laycan confirmation letter from the seller. 10.6.6 Any demurrage or dispatch fees incurred at loading port shall be settled in seller’s provisional invoice against Statement of Fact (SOF) issued by the shipping agent.10.7 Stevedore Damage Clause10.7.1 Stevedores to be appointed and paid by the seller but to work under supervision of master. Should any damage be caused to the vessel or her fittings by the stevedores, master has to try and let the stevedores repair the damage and will try to settle the matter directly with them at first stage.



10.7.2 If the damage can not be repaired by the stevedores, master has to try and obtain written acknowledgement of the damage and liability from the stevedores and master or their agents to notify the seller or their agents of such damages within 48 hours after the damage has occurred except for hidden damages which to be notified to the seller as soon as its discovery. Otherwise, seller shall not be responsible for the damage. Seller should have the privilege of not repairing the stevedores damage, for which seller is responsible, incurred during the loading period as long as the damages do not affect the seaworthiness and cargo worthiness, the seller undertake to reimburse for the repair against the production of repair bill by dockyard unless otherwise agreed. Any stevedore damages affecting the ships seaworthiness and cargo worthiness as confirmed by the vessel’s class surveyor jointly with the buyer’s nominated shipping agent at loading port and seller/stevedore’s surveyor to be repaired by the seller at their risk, expense and time prior to proceeding to sailing from the port. Notwithstanding the above, seller is to remain ultimately responsible for stevedore damages and any time lost thereby.

Clause-11: Seller’s Responsibility

11.1 The seller assures the minimum 6,000 wmt pwwdsshinc(per weather working day, Saturday, Sunday and holiday included) to be loaded at loading port. However, seller is liable to cover the above mentioned cargo, of which being placed at pier/jetty stockyard entirely with tarpaulin to prevent the increase of the moisture once raining. Owing to the loading operation purposes, the time and expenses of shifting the vessel from one anchorage to another anchorage point at loading port shall be at seller’s account. In case a delay of loading occurs due to the P & I Club surveyor’s verdict on cargo’s moisture, the seller shall be liable for any time loss and demurrage.11.2 In calculation of demurrage/dispatch at loading port, any fractional part of a day pro rata in the calculation. Per day demurrage and half dispatch in US Dollar currency, to be confirmed by the seller through email before the nomination of the performing vessel by the buyer, shall be undertaken by responsible party hereto.11.3 The seller shall submit a letter of confirmation on laycan to the buyer, and the shipping owner company or the shipping agent has a right to confirm with the shipper for cargo readiness and the acceptance of ongoing vessel before the allocation of the performing vessel sailing for the loading port is formally undertaken. Seller shall also guarantee that relevant documents and permits pursuant to loading have been duly secured 48 hours before the performing vessel arrives at loading port, otherwise the seller shall be liable for relevant losses due to the failure of the unreadiness if any. In the meantime, seller is also liable to submit buyer an authentic certificate of moisture content indicating T.M.L(Transportable Moisture Limit) and F.M.P(Flow Moisture Point) issued by a third inspection party or the shipper as per current shipping clauses from P & I Club’s regulation on transporting nickel ore. Seller is liable to cover the above mentioned cargo, of which being placed at pier/jetty stockyard/barges/dump trucks entirely with tarpaulin during the loading operation to prevent



the increase of the moisture once raining. 11.4 The seller shall in every circumstance indemnify that relevant payable outstandings for any claim, charges, expenses and costs at loading port suffered by the seller resulting from or connecting with the charter party between the buyer and the ship-owner.

Clause-12: Insurance

The buyer shall, on his own account, provide adequate insurances covering all the risks of the cargo, copy furnished to the seller if needed.

Clause-13: Force Majeure

13.1 Neither party to this contract shall be liable for any delay in performing or failure to perform its obligations, except events of force majeure including but not limited to war, blockage, revolution, riot, insurrection, civil commotion, strick,lockout, explosion,fire, flood,storm,tempest,earthquake,regulations or orders including but not limited to prohibition of export and or any other cause or causes beyond reasonable control of the seller or the buyer whether or not the causes enumerated above. Failure to deliver or to accept delivery in whole or in part because of the occurrence of an event of force majeure shall not constitute a default hereunder or subject either party to liability for any resulting loss of damage.13.2 Upon the occurrence of any event of force majeure, the party affected by the event of force majeure shall notify the facts within 72 hours of the occurrence constituting such event of force majeure with a certificate of the occurrence issued by the local governmental authorities or chamber of commerce within 15 days.

Clause-14: Governing Law & Arbitration

14.1 This agreement shall be construed in accordance with the UNCITRALArbitration rules as at present in force and as may be amended by the rest of this clause and all matter arising here from shall, subject to the provisions of this article, be subject to the exclusive jurisdiction of the competent courts at Hong Kong.14.2 Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Hong Kong international arbitration centre(‘HKIAC RULES’) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of one(1) arbitrator to be appointed by the chairman of the HKIAC. The language of the arbitration shall be English. 14.3 Every award shall be binding on both the buyer and the seller and enforceable at law.14.4 By submitting the dispute to arbitration under these rules, both the buyer and the seller undertake to carry out any award without delay and shall deemed to have waived their right to



any form of recourse or defense insofar as such waiver can validly be made in their respective country of business and worldwide.14.5 Each of the buyer and the seller subject to the declared breach shall be responsible for their own legal expenses until an award is given or settlement is reached, provided however, the party found in default by arbitral tribunal shall compensate in full the aggrieved party its heirs, assignees and or designs for the total remuneration received as a result of business conducted with both the buyer and the seller covered by this agreement, plus all its arbitration costs, legal expenses and other charges and damages deemed fair by the arbitral tribunal.

Clause-15: Confidentialities

Both parties should be confidential to the contract price to a third party. Owing to commercial purposes, seller is not permitted to have business transaction with buyer’s end-user and be liable to inform the buyer in case the buyer’s end-user contacts the seller either in a direct or indirect way, otherwise seller shall take full responsibilities for the economical losses from the buyer incurred by these actions.

Clause-16: Taxes, Duties & Charges

16.1 Any taxes, duties and other charges imposed on the nickel ore from Indonesia in conjunction with this agreement shall be at seller’s account.16.2 Any taxes, duties and other charges imposed on the nickel ore outside of Indonesia in conjunction with this agreement shall be at buyer’s account.

Clause-17: Termination

The termination of this contract shall be mutually accepted and agreed by both parties through written notifications.

Clause-18: Titile, Risk & Liability

18.1 Title to the product shall pass from the seller to the buyer upon the receipt of 100% provisional payment.18.2 Risk and liability with respect to any shipment shall pass on to buyer when the commodity to be passed to the rail of performing vessel at loading port.

Clause-19: Entire Contract Validation & Modification



19.1 This contract, made in English language in 2 copies, of which each party keeps one(1) copy, shall have the same value and importance and become effective when the duly authorized representatives of the seller and the buyer sign thereon. Any change, modification in or to the terms and conditions of this contract shall remain effective when confirmed by both seller and buyer in writing.19.2 This contract and all notices, requests, consent, demands and other documents and communications required or permitted by this contract shall be in written in English language and may be delivered personally or may be sent by facimile, email or prepaid registered mail addressed to the other parties. 19.3 This Contract constitutes the entire agreement between the seller and the buyer concerning the subject matter hereof. All previous documents, undertakings and agreement, weather verbal, written or otherwise, between the parties concerning the subject matter hereof are hereby cancelled and shall not affect or modify. Any modifications of this contract shall be made except by written agreement between the parties.

Clause-20: Assignment

Neither party may without the prior written consent of the other assign this contract or any of its right or obligations hereunder to any third party. Any such purported assignment shall be void.

Clause-21: Waiver

The failure of either party to insist upon strict adherence to any terms of this contract on any occasion shall be considered a waiver of any right thereafter to insist upon strict adherence to those terms or any other terms of this contract. Any waver must be in writing.

Clause-22: Severability

The validity of remaining provisions of the contract shall not be affected by a court, administrative board or other proceedings of competent jurisdiction deciding that any provision or part of this contract is illegal, unenforceable, in conflict with any or contrary to public policy. In such event the parties hereto shall, by amendment of to public act, properly replace such provisions by a reasonable new provision or provisions which, as far as legally possible approximate what the parties intended by such original provision and the purpose thereof.



Clause-23: Notice

23.1 All notices given under this contract shall be in writing or confirmed inwriting by the way email or fax(by authorized person) and shall be addressed to the buyer and seller from time to time notify the other.23.2 Notices shall be served by actual delivery or email and shall be deemedto be received either when actual delivered or when well received by the recipient’s email. Confirmation of notice shall be sent by email or airmail.23.3 A notice with respect to any change of address shall be effective onlywhen actually received. The parties shall do their best to respond and replywithin 48 hours if received during office hours and during working days. If thecommunication is received on during Saturday, Sunday, holiday and nonworking days, the reply is due on the next working day.23.4 All notices given under this contract shall be in English (by authorizedperson) in writing or confirmed in writing and shall be addressed to the partiesat the addresses set forth in this contract.

Clause-24: Definitions

In this Agreement, unless the content otherwise stated, the following appendix will have the following meanings:a) “L/C” means the Letter of Credit issued by Buyer to Seller for payment of

Commodity shipped by Seller.b) “Surveyor” means An independent laboratory and surveyor appointed to carry out the

quality and quantity survey and issue certifications at both loading and discharging port.c) “Fractions pro rata” means, in any calculation shall be rounded up to the

nearest unit either in cents or in metric ton if such fraction is one–half or demand shall be rounded down when otherwise.

d) “FOB ST” means the freight on board with stowing and trimming costs included at loading port.

e) “ETA” means expected time of arrival for the performing vessel.f) “Working Day” means a day upon business is regularly transacted and unless expressly

stated, the term “day” shall be deemed to mean “calendar day”.g) “mm” means millimeter as defined in International System of Units mm.h) “B/L” means Bill of Lading.i) “PWWDSSHINC” means per weather working days, Saturday, Sunday and Holidays

included.j) “Pratique” means permission to do business at a port by a ship that has complied with all

applicable local regulations and laws.k) “Intertek at loading port” means an Independent Surveyor as PT.Intertek Utama

Services.



l) “Intertek at discharging port” means an Independent Surveyor as Intertek Testing Services Co.,Ltd, Shanghai.

m) “Latest Shipment Date” means the date on Bill of Lading.n) “Laycan” means the duration when the performing vessel arrives at the

loading port.

In witness whereof, the parties hereto have fully acknowledged and executed this

contract.

____________ (Seller)

Mr. XXXXXXXX , (Authorized Signatory)

(Buyer)

(Authorized Signatory)
