GENERAL TERMS & CONDITIONS (IMPORT) Rev 1

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1 GENERAL TERMS & CONDITIONS (IMPORT) Rev 1 Product : Crude Oil Period : Year 2017 Head Office Jalan Medan Merdeka Timur 1A Jakarta Indonesia T F , Quality 1.1 The Crude oil ( Oil ) quality shall be as per normal export quality at the time of loading at the original loading terminal. Any free water found shall be treated as per clause 4 set forth in this GTC. 2 Delivery 2.1 CFR (or DAP) Balikpapan or Balongan or Cilacap or Dumai or Tuban, Indonesia at the Buyer s option and final confirmation Specifically for Balikpapan cargo(es), the Buyer may opt for CFR (or DAP) Ship-to-ship ( STS ) delivery operation (within the vessel Charter Party ( CP ) terms and conditions). In the event of such STS delivery operation, the Buyer shall be responsible for all STS equipment and such associated STS costs shall be for the account of the Buyer. The Buyer shall nominate the receiving vessel with full particulars to the Seller and acceptance of the vessel nomination by Seller (within the Seller s vessel CP terms and conditions) shall not be unreasonably withheld. 2.2 For spot delivery, the Buyer shall nominate the delivery date range to a 2-day Accepted Discharge Date range ( ADD ) fourteen (14) days (for tender two (2) months) or twenty-one (21) days (for tender three (3) months), before month of ADD after the date of the Buyer s acceptance of offer on a best endeavour basis. Without prejudice, the 2-day ADD shall always be finalised by the Buyer for any reasons whatsoever. 2.3 For term delivery, the Buyer shall nominate the 2-day ADD fifty-five (55) days prior to the month of ADD. The 2-day ADD shall be finalised by the Buyer forty-five (45) days prior to the month of ADD. Without prejudice, the 2-day ADD shall always be finalised by the Buyer for any reasons whatsoever. 2.4 In the event the cargo is deemed to be loaded early, for any reasons whatsoever, the Deemed Bill of Lading (the Deemed B/L ) date shall be applied. For CFR delivery, such Deemed B/L date shall correspondingly be applied for (a) payment due date and (b) the transfer of title and risk purposes. For DAP delivery, such Deemed B/L date shall correspondingly be applied for payment due date Cargo shall be deemed to be loaded early if the actual Bill of Lading ( B/L ) is more than five (5) days prior to the normal estimated voyage sailing time (based on average vessel speed of twelve (12) knot) from the loading port (or STS loading location) directly to the discharging port from the first day of ADD The deemed Bill of Lading date shall be calculated based on normal estimated voyage day(s) from the loading port (or STS loading location) directly to discharging port from the first day of ADD. Such normal estimated voyage day(s) shall be calculated based on average vessel speed of twelve (12) knot. The arithmetic rules of rounding shall be if the two decimal place from such calculation is point five zero or greater ( 0.50), then the voyage day(s) shall be rounded up to the next digit, and if the two decimal place from such calculation is less than point five zero (< 0.50), then the voyage day(s) shall be unchanged Such Deemed B/L date shall be applicable, for example: if cargo loaded in Singapore for ADD 11th to 12th Cilacap, with four (4) normal estimated voyage sailing days (based on average vessel speed of twelve (12) knot), and the actual B/L date is prior 2nd; And conversely, if actual B/L is dated on or after 2nd, then Deemed B/L date shall not be applicable For the avoidance of doubt, the sailing days and dates quoted are solely for ease of references only. Without prejudice, final computation of the Deemed B/L date shall be confirmed by the Buyer (which shall not be unreasonably withheld) based on the actual 2-day ADD as declared by the Buyer. Page 1 of 20

2 2.5 There shall be no more than three (3) B/Ls generated for the entire cargo lot. Any additional costs (including but not limited to custom clearance process) for processing such surplus B/Ls incurred shall be paid by Buyer and be reimbursed by Seller within 15 (fifteen) calendar days after the invoice date of such cost. 3 Nomination 3.1 The Seller shall declare loading port (i.e. cargo from original loading port or storage location or STS loading location) and loading dates at least fourteen (14) calendar days prior to the first day of loading dates In the event such declared final loading port (or STS loading location) is changed (for any reason(s) whatsoever except Force Majeure), all cost(s) incurred and associated to such change(s) shall be entirely for the account of the Seller. 3.2 The Seller shall declare if other cargo and its grade of oil (if any), other than the Buyer s cargo were co-loaded on the same vessel at the original loading port or en-route till the Buyer s discharge port (or STS discharge location). All STS operation for the balanced cargo co-loaded on the same vessel shall not be allowed in Indonesian water. 3.3 The vessel owner shall evident designated compartment/tank(s) (i.e. stowage plan and ullage report after loading) and confirm that the Oil has been stored and handled in a dedicated and segregated manner. 3.4 For CFR delivery, in the event cargo from original loading port is already loaded and or floating prior to the Seller s declaration of original loading port, loading dates, performing vessel, acceptance of mutually agreed Independent Inspector ( Inspector ) and issuance of the Buyer s document instruction, and such cargo delivery is acceptable to the Buyer (upon receipt of full loading port inspection certificates (or equivalent documents) of the Oil from loading port surveyor within five (5) Indonesia business days after the date of the Buyer s acceptance of offer), title and risk of loss to the Oil shall pass upon the date of receipt of the Buyer s acceptance of such cargo or the Deemed B/L date (if applicable), whichever is later And in such case, all such loading port (or STS loading location) inspection shall be entirely for the Seller s account, and discharging port inspection shall be shared equally between the Buyer and the Seller (the Parties ). 3.5 For DAP delivery, in the event cargo from original loading port is already loaded and or floating prior to the Seller s declaration of original loading port, loading dates, performing vessel, acceptance of mutually agreed Inspector and issuance of the Buyer s document instruction, the Seller shall provide full loading port inspection certificates (or equivalent documents) of the Oil from loading port surveyor within five (5) Indonesia business days after the date of the Buyer s acceptance of offer. 3.6 The Seller must accommodate The Ministry of Trade of Republic Indonesia-Appointed Surveyor or its affiliates abroad (in addition to mutual agreed loading port surveyor) to perform technical verification and inspection at loading port for import/export custom clearance purposes at Indonesia Government s account. 3.7 Time shall be of the essence in this respect and without prejudice, the Buyer shall be absolved of all responsibilities including but not limited to any direct or indirect consequences to late issuance of payment security (if required), late issuance of the Buyer s document instruction, any delay in loading, acceptance of performing vessel, acceptance of mutually agreed Inspector, and consequently any delay in berthing and any demurrage incurred that may result from the Buyer s late receipt or changes or non-receipt of the Seller s declaration of the final loading port (or STS loading location) and the loading dates for any reasons whatsoever within the stipulated time. Page 2 of 20

3 4 Invoice Quantity 4.1 The invoice quantity of the Oil shall be Net Barrel Standard Volume ( NSV ) excluding whichever higher quantity of the (a) free water (if any) and (b) Base Sediment and Water ( BS&W ) as determined at loading port or STS loading location (i.e. shore tank, transfer line, floating hose, and other transferring facilities as reflected in ship figure after loading of the performing vessel) and discharging port (i.e. ship figure before discharge) For example: (a) Loadport Inspector reported zero barrels free water at loading port, but 300 barrels free water on ship received quantity after loading and Discharge port Inspector reported 200 barrels free water at the discharge port and in this case, 300 barrels free water shall be deducted from the net B/L quantity; (b) Loadport Inspector reported 100 barrels free water at loading port, but 300 barrels free water on ship received quantity after loading and Discharge port Inspector reported 500 barrels free water at the discharge port and in this case, 500 barrels free water shall be deducted from the net B/L quantity; and (c) Loadport Inspector reported 600 barrels free water at loading port, but 300 barrels free water on ship received quantity after loading and Discharge port Inspector reported 400 barrels free water at the discharge port and in this case, 600 barrels free water shall be deducted from the net B/L quantity. For the avoidance of doubt, such deduction of any free water quantity reported in the loading port and discharge port shall exclude the free water quantity that has been deducted in the B/L quantity. 4.2 The loading port terminal and or Inspector shall evidence the free water quantity deduction from net B/L quantity. Free water shall be reported by the mutually agreed Inspector at the loading port (ie shore tank, transfer line, floating hose, and other transferring facilities as reflected in ship figure after loading of the performing vessel) and at the discharging port (ie ship figure before discharge). 4.3 The free water quantity to be excluded, shall be the quantity as determined at either loading port (or STS loading location) and discharging port, per Ullage Report endorsed by Master of the performing vessel and Inspector, and Letter of Protest (if applicable) endorsed by Master of the performing vessel and Inspector, at both loading port (or STS loading location) and discharging port. 4.4 In the event of no such free water quantity exclusion from the invoice quantity for any reasons whatsoever, the Buyer reserves all rights to claim free water quantity at either loading port (or STS loading location) and discharging port. In any case, the Buyer reserves all rights (without prejudice) to make payment on the invoice quantity after deduction of free water quantity at either loading port (or STS loading location) and discharging port, until such time the Parties mutually agree on such free water quantity computation. No late payment interest shall be due for the period between the payment due date and the final adjustment due date for such free water quantity deduction. 4.5 In case of indicative BS&W differences between reported BS&W quantity at loading port and Oil delivered (based on ship composite sample before discharge), the Parties shall ensure BS&W by reanalysing master retained sample by Inspector. All such costs associated with such reanalyses shall be shared equally between the Parties and the result of such reanalyses shall be final and binding for the Parties save for fraud and or manifest errors. 4.6 Maximum tolerance for discrepancy from gross B/L quantity against gross ship figure quantity after loading ( R1 ) as verified by Inspector shall be 0.3 percent with no reference to or adjustment by Vessel Experience Factor ( VEF ) and maximum tolerance for discrepancy from net B/L quantity against net shore tank actual received quantity as verified by Inspector ( R4 ) shall be 0.5 percent. For clarity purposes, BS&W and free water shall be excluded when determining such discrepancy. The Buyer reserves all right (without prejudice) to claim for any discrepancies in excess of the maximum tolerance whichever is higher between R1 and R4. Calculation for R4 shall be in accordance with good Page 3 of 20

4 standard practice (API MPMS 17.2 and 17.5). The Buyer reserves all rights to claim for any cost directly related to custom fine that may arise pertaining to such discrepancy including but not limited to, custom clearance charges and / or custom fine and / or paid government taxes. In the event of any such claims, the Buyer shall notify the Seller of its claim in writing, and the Seller shall endeavour full settlement of all such claims. 4.7 In the event declared final loading port (or STS loading location) is changed (for any reason(s) whatsoever except Force Majeure) within fourteen (14) calendar days prior to the first day of loading dates and or cargo from original loading port is already loaded and or floating prior to the Seller s declaration of original loading port, loading dates, performing vessel, acceptance of mutually agreed Inspector and issuance of the Buyer s document instruction, and such delivery is acceptable to the Buyer, the maximum tolerance for net B/L quantity against net shore tank actual received quantity shall be 0.3 percent. The Buyer reserves all right (without prejudice) to claim for any discrepancies in excess of the maximum tolerance if the discrepancies between net B/L quantity and net shore tank actual received quantity is more than 0.3 percent. 5 Delay of Delivery 5.1 In the event that the Seller fails to deliver the cargo(es) within the 2-day ADD for any reasons whatsoever except Force Majeure, the Seller shall pay the Buyer a delayed delivery charge based on the vessel demurrage rate per day pro rata and calculation for such delayed delivery charge shall commence on the next day at 0000 hours from the last day of ADD (i.e. ADD 1st to 2nd, delayed delivery charge shall commence from the 3rd) up to valid Notice of Readiness ( NOR ) tendered or when the vessel all fast, whichever is earlier: If the date of valid NOR tendered or when the vessel all fast, whichever is earlier, is between the first day until the third day of the last day of ADD (i.e. ADD 1st to 2nd, valid NOR tendered or vessel all fast on 3th or 4th or 5th) such delayed delivery charge shall be computed prorated based on 100 percent ( 100% ) of the demurrage rate from the last day of ADD until valid NOR tender (i.e. ADD 1st to 2nd April, valid NOR tender or vessel all fast is during 3rd to 5th April, then delayed delivery charge shall commence from 0000hrs on 3rd April until valid NOR tender or vessel all fast, whichever is earlier, multiply by 100% of demurrage rate) If the date of valid NOR tendered or when the vessel all fast, whichever is earlier, is between the fourth day until the sixth day of the last day of ADD (i.e. ADD 1st to 2nd, valid NOR tendered or vessel all fast on 6th or 7th or 8th), such delayed delivery charge shall be computed prorated based on 100 percent ( 100% ) of the demurrage rate until the third day from the last day of ADD and 200 percent ( 200% ) of the demurrage rate calculated from the forth day after the last day of ADD until valid NOR tender (i.e. ADD 1st to 2nd April, valid NOR tender or vessel all fast is during 6th to 8th April, then delayed delivery charge shall be a sum of 100% of demurrage rate multiply by the time from 0000hrs on 3rd until 23.59hrs on 5th and 200% of demurrage rate multiply by the time from 0000hrs on 6th until valid NOR tender or vessel all fast, whichever is earlier) If the date of valid NOR tendered or when the vessel all fast, whichever is earlier, is after the sixth day of the last day of ADD (i.e. ADD 1st to 2nd, valid NOR tendered or vessel all fast on or after 9th), such delayed delivery charge shall be computed prorated based on 100 percent ( 100% ) of the demurrage rate until the third day from the last day of ADD and 200 percent ( 200% ) of the demurrage rate calculated from the forth day after the last day of ADD until the sixth day after the last day of ADD and 300 percent ( 300% ) of Page 4 of 20

5 the demurrage rate calculated from the seventh day after the last day until until valid NOR tender (i.e. ADD 1st to 2nd April, valid NOR tender or vessel all fast is on or after 9th April, then delayed delivery charge shall be a sum of 100% of demurrage rate multiply by the time from 0000hrs on 3rd until 23.59hrs on 5th and 200% of demurrage rate multiply by the time from 0000hrs on 6th until hours on 8th and 300% of demurrage rate multiply by the time from 0000hrs on 9th until valid NOR tender or vessel all fast, whichever is earlier). 5.2 NOR tender shall be valid only when the vessel is (a) geographically ready (i.e. arrival in anchorage area and anchored at discharge port), (b) legally ready (i.e. all port authority requirement for the vessel and cargo have been fulfilled, e.g. free practique granted) and (c) physically ready (i.e. substantially equipped and prepared for Oil to be discharged). The Seller shall provide the Buyer with the performing CP or fixture recap to compute the delayed delivery charge within seven (7) calendar days upon receipt of such delayed delivery notice from the Buyer. Time shall be of the essence, otherwise, the Buyer shall use the demurrage rate quoted by London Tanker Broker Panel ( LTBP ) rate (and all associated costs incurred shall be entirely on the Seller s account) should the Seller fails to provide the CP or fixture recap for any reasons whatsoever within the stipulated timeframe. 5.3 The Buyer shall submit such delay of delivery claim (if any) on a best endeavour basis upon completion of discharge; Nevertheless all such delay delivery claim shall not be time-barred by the Seller. 6 Vessel Nomination and Terminal Restriction 6.1 The Seller shall declare the performing vessel in writing at least seven (7) Indonesia business days prior to the first day of loading, giving full particulars of the vessel (including last three (3) cargoes); the Estimated Time of Arrival ( ETA ) of the vessel at discharging port and the applicable demurrage rate. Any vessels chartered shall have a minimum coverage under P&I Club insurance for oil pollution The Seller s performing vessel shall always be subject to written acceptance from the Buyer and / or the discharge terminal. Notwithstanding any prior acceptance of a vessel or rule of law to the contrary, the Buyer shall have the right to reject the vessel in question on any reasonable ground. The Buyer shall not be liable for any loss or damage, directly or indirectly, which the Seller may suffer from as a result of the Buyer exercising such right Time shall be of the essence in this respect and without prejudice, the Buyer shall be absolved of all responsibilities including but not limited to the Buyer s delayed acceptance of the Seller s performing vessel, and or any delay in berthing and any demurrage incurred that may result from the Buyer s late receipt or non-receipt of the Seller s declaration of performing vessel for any reasons whatsoever within the stipulated time. 6.2 Single hull vessel shall not be permitted and double hull vessel shall not be more than twenty (20) years old. 6.3 The vessel owner and the independent loading port Inspector shall certify that slop tank is clean and fit for loading as with Tank Cleanliness Certificate(s) and Certificate(s) of Slop/Slop Report(s) and any other relevant records the Buyer considers appropriate for such usage The vessel owner shall evident designated compartment/tank(s) (i.e. stowage plan and ullage report) use for slop (if any) and any other relevant records the Buyer considers appropriate for such usage, with a minimum capacity of three percent ( 3% ) of the Oil carrying capacity of the ship for such usage Without prejudice, in the event that the vessel owner and the independent loading port Inspector is unable to provide such documented evidence, the Buyer reserves all rights to reject the entire cargo, Page 5 of 20

6 and or elect not to discharge the entire cargo in the slop tank. And consequently, all related cost that might arise due to such circumstances (i.e. slop tank cargo not discharged and or entire cargo rejected) shall be entirely for the account of the Seller and in no event shall the Buyer be liable for any such losses or damages that the Seller may incur For STS loading operation, cargo(es) from Slop Oil Tank shall be prohibited to be loaded into the Buyer s vessel unless the vessel owner and the independent Inspector for STS operation provide certification that the slop tank was clean and fit for such grounds prior loading including but not limited to Tank Cleanliness Certificate(s) and Certificate(s) of Slop/Slop Report(s) and any other relevant records the Buyer considers appropriate. The vessel owner shall provide documented evidence that the designated compartment/tank(s) (i.e. stowage plan and ullage report) use for slop (if any) and any other relevant records the Buyer considers appropriate for such usage Without prejudice, in the event that the vessel owner and the independent Inspector for STS loading operation is unable to provide such documented evidence, the Buyer reserves all rights to reject the entire cargo, and or elect not to discharge the entire cargo in the slop tank. And consequently, all related cost that might arise due to such circumstances (i.e. slop tank cargo not discharged and or entire cargo rejected) shall be entirely for the account of the Seller and in no event shall the Buyer be liable for any such losses or damages that the Seller may incur. Such STS loading operation shall not be allowed in Indonesian water. 6.4 The vessel shall be accommodated during day light local time from 0600 hour until 1600 hour (except for SPM RU IV Cilacap the daylight local time from 0600 hour until 1500) subject to weather conditions and visibility, provided Master of the performing vessel reports ETA for preparation of pilot, tug boat and mooring boat facilities under condition that the Seller arrange Master of the performing vessel to report directly to the Buyer immediately upon completion of loading daily notices of ETA, and not limited to 168, 120, 72, 48, 24, 12, 6, 5. 4, 3, 2, 1 hours notice of ETA before vessel actual arrival and otherwise in accordance with the standard reporting procedure applicable from time to time at the discharging port. For the avoidance of doubt, ETA notices provided directly by the Seller (in any format) shall not be constituted as receipt of ETA notice by the Buyer. Further notice for any changes to ETA in excess of two (2) hours shall be reported immediately to the Buyer. Such ETA notices shall be based on reasonable belief. All such ETA notices (for authentication) must be provided by the Master of the performing vessel and shall include the following information: Average noon to noon position / Average speed on voyage; ETA discharge port (date/time/local time/gmt) Distance to go Speed (last 24 hours) Weather condition (sea/swell, direction/force) Geographical position (longitude/latitude). Average slip (state where positive or negative current) Stoppages (if any), at sea it is essential that this information be advised detailing all stoppages at sea, including explanation of such stoppages Time shall be of the essence in this respect and without prejudice, the Buyer shall be absolved of all responsibilities including but not limited to any delay in berthing and any demurrage incurred that may result from the Buyer s late receipt or non-receipt from the Master of the performing vessel s ETA notices for any reasons whatsoever within the stipulated time. 6.5 The vessel shall tender NOR within the ADD upon arrival at the discharge port or the customary anchorage but always in accordance with the terminal restriction (if any). In the event that the vessel arrives at the discharge port outside ADD, the vessel shall be berth on best endeavour basis. And Page 6 of 20

7 without prejudice, the Buyer is absolved of all responsibilities for any additional costs, damages or expenses incurred by the Seller in the event that the vessel arrives at the discharge port outside ADD, including but not limited to demurrage, related commercial issue, any issue with the custom or authority in the event the vessel so chose to remain in the inner port, and / or any drifting bunkers charged by the owners in the event the vessel needs to drift off port limits and / or open sea. 6.6 Terminal restriction: Balikpapan terminal can only accommodate the vessel up to 150,000 DWT (no remeasurement) with maximum safety draft of 18 metres, and maximum cargo quantity shall be approximately 950,000 barrels (+/- 5% operational tolerance); For discharge operations at Balikpapan terminal, in the event pour point of crude oil supplied is 70 deg F or more, then vessel must comply with the followings: Pour Point in Whole Crude Vessel Heating Temperature 70 deg F < PP < 80 deg F PP + 25 deg F 80 deg F < PP < 90 deg F Min. 125 deg F PP > 90 deg F Min. 130 deg F It is compulsory that the vessel must support flushing activity if pour point of crude oil supplied is 70 deg F or higher Balongan terminal can only accommodate the vessel up to 150,000 DWT (no remeasurement) with maximum safety draft of 22 metres, maximum cargo quantity shall be approximately 600,000 barrels (+/- 5% operational tolerance), and can not accommodate Suez Max vessel; Cilacap terminal (CIB I and CIB II) can only accommodate the vessel up to 135,000 DWT (no remeasurement) with maximum safety draft of 12.5 metres and maximum cargo quantity shall be approximately 600,000 barrels (+/- 5% operational tolerance); and for discharge via Single Point Mooring ( SPM ) operation, can only accommodate the vessel up to 300,000 DWT (no remeasurement) with maximum cargo quantity of approximately 950,000 barrels. And vessel above 250,000 to 300,000 DWT can only be accommodated with the conditions of maximum wind speed 32 knots per hour; wave height 2.8 metres; and sea current 1.6 knots. Otherwise, the required criterion shall be maximum wind speed 40 knots per hour; wave height 3.5 metres; and sea current 2 knots. Delays in berthing for discharging and any delays after berthing, due to the non compliance of such conditions shall not be counted as laytime or included in calculating the time taken by non party procuring vessel to discharge the shipment in question hereunder or the time in respect of which non party procuring vessel is liable for demurrage. For discharge operations at Cilacap SPM, in the event pour point of crude oil supplied is more than 9 deg C, then vessel must provide a heating temperature at pour point + 15 deg C Dumai terminal can only accommodate the vessel up to 120,000 DWT (no remeasurement) with maximum safety draft of 15 metres, maximum cargo quantity shall be approximately 600,000 barrels (+/- 5% operational tolerance) Other vessel particulars shall be as per each terminal and or port regulation. 6.7 The Buyer shall not be responsible to vessel owners for the issuance of any LOI to discharge the cargo without the original B/L being available at the point of discharge and all direct or indirect cost incurred such as demurrage caused by the delay of discharging due to delay in the issuance such LOI shall entirely be for the Seller s account. 7 Price Page 7 of 20

8 7.1 (A) The price shall be the arithmetic average of the mean(s) of the assessment for Brent (Dated) as published in Platts Crude Oil Marketwire, for the period from and including the first day of the month of ADD up to and including the last day of the month of ADD (i.e. ADD 25th to 26th January, pricing from 1st to 31st January) plus a premium or minus a discount Alpha in United States Dollars ( USD ) per barrel For pricing based on (A), in the event that the valid NOR tendered date, the NOR accepted date and / or the date of vessel berthed, are on and or prior to the month of ADD for any reasons whatsoever, the pricing period shall be calculated based on the month of ADD In the event that the valid NOR tendered date is after the ADD, and the delivery slips into the following month, for any reasons whatsoever, the pricing period shall be calculated basis (a) if valid NOR is tendered within seven (7) days after the last day of ADD (i.e. ADD 25th to 26th August, valid NOR tendered on or before 2nd September), then pricing period shall be based on month of ADD (i.e. month of August) and (b) if valid NOR is tendered seven (7) days after the last day of ADD (i.e. 2-day ADD 25th to 26th August, valid NOR tendered from 3rd September), then pricing period shall be calculated based on whichever lower priced between the pricing period based on month of ADD and the pricing based on month of valid NOR tendered date (i.e. Between August and September, whichever lower priced month). For the avoidance of doubt, the dates and months quoted are solely for ease of references only 7.2 In the event that the final price is not known prior to the payment due date, a provisional price based on the arithmetic average quotations for Brent (Dated) as published in Platts Oil Marketwire, to be mutually agreed between the Parties (and if unable to mutually agree, provisional price shall be confirmed by the Buyer), either (a) for as many quotations as possible to be mutually agreed between the Parties before invoicing date, or (b) based on the previous whole month quotations, plus the premium or minus the discount Alpha in USD per barrel agreed between the Parties. 7.3 The final unit price shall be rounded to two (2) decimal places. The arithmetic rules of rounding shall be if the third decimal place is five (5) or greater than five (5), then the second decimal place shall be rounded up to the next digit, and if the third decimal place is less than five (5), then the second decimal place shall be unchanged. 7.4 Published correction to any of the relevant quotations shall be taken into account. 8 Payment 8.1 The payment shall be made in USD to the Seller s nominated bank account, and shall be due and payable only (without prejudice) on whichever is the latest payment due date: Thirty (30) calendar days after the B/L date (B/L date to count as day 0) or; Thirty (30) calendar days after the Deemed B/L date (deemed B/L date to count as day 0) or; Seven (7) New York banking days after the date of valid NOR accepted or seven (7) New York banking days after the first day of ADD, whichever is earlier, if vessel arrives before the ADD and valid NOR is tendered before the ADD at discharge port or; Seven (7) New York banking days after the date of valid NOR tendered within ADD at discharge port or; Seven (7) New York banking days after the date of valid NOR accepted if valid NOR is tendered after ADD at discharge port. 8.2 The B/L date or Deemed B/L date or valid NOR tendered date or valid NOR accepted date to count as day zero. For payment due date computation, the Buyer shall apply the latest payment due date if there is more than one (1) B/L date and/or deemed B/L date, whichever is applicable, per cargo lot and the Buyer shall apply the latest NORT date at discharge port if there is more than one (1) NORT Page 8 of 20

9 date at discharge port per cargo lot. 8.3 For CFR delivery, the Seller s Sales / the Buyer s Purchase agreement (the Agreement ) must be received by the Buyer at least thirty five (35) Indonesia business days prior to the first day of loading The payment mode, via either (a) telegraphic transfer ( T/T ) for open account payment basis or (b) Documentary Letter of Credit ( L/C ), must be declared by the Seller in writing at least ten (10) Indonesia business days prior to the first day of loading For payment mode via L/C, the Buyer shall start to process L/C issuance through Indonesian state owned bank, i.e Bank Mandiri, Bank BNI, Bank BRI (preferable) or first class international bank in Indonesia acceptable to Seller, directly to Seller advising bank only upon receipt of (a) the Agreement, or (b) the Seller s declaration of the final loading port (or STS loading location) and the loading dates, or (c) in the event that Deemed B/L date is applicable, L/C shall be issued five (5) calendar days plus actual voyage sailing days from loading port (or STS loading location) to discharging port prior to the first day of ADD, whichever is the latest. 8.4 For DAP delivery, the Agreement must be received by the Buyer (a) at least seven (7) Indonesia business days prior to the first day of ADD and (b) for payment mode via L/C, at least ten (10) Indonesia business days prior to the first day of ADD. The payment mode, via either (a) T/T for open account payment basis or (b) Documentary L/C, must be declared by the Seller in writing at least ten (10) Indonesia business days prior to the first day of ADD For payment mode via L/C, the Buyer shall start to process L/C issuance only upon receipt of (a) the Agreement, or (b) in the event that Deemed B/L date is applicable, L/C shall be issued five (5) days plus actual voyage sailing days from loading port (or STS loading location) to discharging port prior to the first day of ADD, or (c) L/C shall be issued five (5) days prior to the first day of ADD, whichever is the latest. 8.5 L/C issuing bank and L/C format to be mutually agreed on between the Parties (which shall not be unreasonably withheld). The Seller shall advise the Buyer upon receipt of the L/C format, of any requested L/C amendments (which shall not be unreasonably withheld) within one (1) Indonesia business day of the Seller s receipt of the same. 8.6 Time shall be the essence in this respect for all of the above and every provision hereof in which time of performance is expressed to be a factor, and the Buyer shall be absolved of all responsibilities including but not limited to any direct or indirect consequences to late issuance of payment security (if required), any delay in loading, and consequently any delay in berthing and any demurrage incurred that may result from the Buyer s late receipt or non-receipt of the Seller s declaration of payment mode, issuance of sales agreement, declaration of final loading port (or STS loading location) and loading dates and or L/C amendments, for any reasons whatsoever within the time stipulated, otherwise L/C issuance (if required) shall be on a best endeavour basis. 8.7 In the event payment to be made by a provisional price, a final payment invoice shall be promptly issued by the creditor party upon confirmation of final price. The debtor party shall have to pay the difference between the provisional price and the final price seven (7) New York banking days after receipt of final payment invoice (date of receipt to count as day zero). No interest shall be due for the period between the payment due date and the final adjustment due date For payment via L/C, final settlement shall be done within L/C terms if the final price is greater than the provisional price, and shall be effected seven (7) New York banking days after receipt of the Seller s final payment invoice (date of receipt to count as day zero). However, if the final price is less than the provisional price, the Seller shall effect the difference to the Buyer outside L/C terms within seven (7) New York banking days after receipt of the Buyer s final payment invoice (date of receipt to count as day zero). No interest shall be due for the period between the payment due date and the Page 9 of 20

10 final adjustment due date. 8.8 Payment shall only be made against presentation of payment documents including (a) the Seller s commercial invoice or provisional invoice, (with clear indication of excluding free water quantity at loading port (or STS loading location) or discharging port, whichever is higher) and normal shipping documents including but not limited to (b) 3/3 original B/L issued to or endorsed to the order of the Buyer or the Buyer s bank, (c) Certificate of Quality, (d) Certificate of Quantity, (e) Copy of valid NOR at discharge port, (f) Ullage Report (at both loading port (or STS loading location) and discharging port) endorsed by Master of the performing vessel and mutually acceptable Inspector, (g) Letter of Protest on free water quantity found (if applicable) (at both loading port (or STS loading location) and discharging port) endorsed by Master of the performing vessel and Inspector, and (h) Original Certificate of Origin In the event the payment documents are not available prior to the payment due date for any reasons whatsoever, payment shall only be made against presentation of (a) the Seller s commercial invoice or provisional invoice (with clear indication of excluding free water quantity at loading port (or STS loading location) or discharging port, whichever is higher), (b) Letter of Indemnity ( LOI ) in format acceptable to the Buyer in lieu of normal shipping documents, (c) Copy of valid NOR at discharge port, (d) Copy of Ullage Report (at both loading port (or STS loading location) and discharging port) endorsed by Master of the performing vessel and Inspector, and (e) Letter of Protest on free water quantity found (if applicable) (at both loading port (or STS loading location) and discharging port) endorsed by Master of the performing vessel and Inspector. 8.9 All payment documents shall be received by the Buyer not later than seven (7) New York banking days prior to payment due date, failing which payment from the Buyer to the Seller shall be made seven (7) New York banking days after receipt of such documents (date of receipt to count as day zero). The Buyer shall not be liable for any late payment interest (if any) as a result of such delayed receipt of payment documents In the event that payment falls due on a Saturday or non-monday banking holiday in New York, then payment shall be made on last preceding New York banking day. In the event that payment falls due on a Sunday or Monday bank holiday in New York then payment shall be made on the first following New York banking day All bank charges (if any) incurred at the Seller s bank shall be entirely on the Seller s account. All charges incurred at the Buyer s bank shall be on the Buyer s account. 9 Other than Original Load Port Cargo 9.1 The Oil shall be loaded directly from original loading port. However cargo offered from other than original loading port storage location or STS loading location shall only be accepted, solely at the Buyer s option, subject to the Seller s declaration of such loading port (i.e. cargo from storage location or STS loading location) and loading dates, with information (including documents as requested) append, in writing at least fourteen (14) calendar days prior to the first day of estimated loading dates from such storage location or STS loading location. In the event that such declared final loading port (or STS loading location) is changed for any reason(s) whatsoever except Force Majeure, all cost incurred and associated to such changes shall be entirely for the account of the Seller. 9.2 A written declaration (in the Seller s official company letterhead) to be provided by the Seller to assure the quality of the offered grade from storage location or STS loading location shall be same as the quality of the offered grade from original loading port as validation to the Buyer that cargo is from original loading port (and such costs (if any) shall be entirely for the Seller s account). The Seller to provide details of the Oil from original loading port to storage location (i.e. the transportation trail from Page 10 of 20

11 original loading port onwards to storage location or STS loading location) including date of discharge of Oil into allocated tank(s), the said allocated tank references and the said allocated tank s ullage report from Inspector, and any other relevant records the Buyer considers relevant for authentication in the transportation trail of the Oil. 9.3 Cargo ownership at storage location or STS loading location from the main operator shall confirm that the offered Oil grade has been stored and handled in a dedicated and segregated manner. 9.4 The Seller shall provide the Buyer with copy of B/L(s), Certificate of Quality, Certificate of Quantity, Certificate of Origin, Cargo Manifest, and original Ullage Report (endorsed by Master of the performing vessel and independent inspector from the original loading port and or terminal), including copies of usual shipping documents from original loading port into storage location or STS loading location. In any case, such documents shall be provided to the Buyer prior to all loading operation of the Oil into the performing vessel. 9.5 In the event the Oil is loaded from storage location, the Seller shall provide the Buyer with additional laboratory analysis i.e. Density, API Gravity, BS&W, SG and sulphur content, seven (7) calendar days prior to the first day of loading from storage tank and all such costs (if any) shall be entirely for the Seller s account. 9.6 The Seller to declare if any other grade of oil was co-loaded on the same vessel at the original loading port or en-route till final destination at storage location or STS loading location. 9.7 The Seller shall provide the Buyer with the stowage plan of the mother vessel as provided and endorsed by Master of the performing vessel and or owner. 9.8 Cargo from slop oil tank shall be prohibited to be loaded into the Seller s performing vessel unless the vessel owner and the Inspector can certify that the slop tank was clean and fit for such prior loading with Tank Cleanliness Certificate(s) and Certificate(s) of Slop/Slop Report(s) and any other relevant records the Buyer considers appropriate The vessel owner shall provide documented evidence that the designated compartment/tank(s) (i.e. stowage plan and ullage report) use for slop (if any) and any other relevant records the Buyer considers appropriate for such usage. Without prejudice, in the event that the vessel owner and the Inspector are unable to provide such documented evidence, the Buyer reserves all rights to reject the entire cargo, and or elect not to discharge the entire cargo in the slop tank. And consequently, all related cost that might arise due to such circumstances (i.e. slop tank cargo not discharged and or entire cargo rejected) shall be entirely for the account of the Seller and in no event shall the Buyer be liable for any such losses or damages that the Seller may incur. 9.9 STS loading operation shall be carried out in accordance with the procedure set by ICS and or OCIMF STS transfer guides. And such STS loading operation for cargo(es) offered from other than original loading port at Indonesia water shall not be allowed The Seller shall provide additional laboratory analysis i.e. Density, API Gravity, BS&W, SG and sulphur content after STS operation from daughter vessel received tank and all such costs (if any) shall be entirely for the Seller s account For final B/L quantity calculation, the applicable API Gravity and BS&W shall be based on the quality at original loading port in the first country of the crude origin, and such quantity shall be established based on the average of mother vessel transferred quantity (mother vessel discharged quantity) and daughter vessel received quantity (daughter vessel after loading quantity minus on board quantity before loading) at STS loading location. Such quantity shall under no circumstances be determined by reference to the vessel s experience factor The quantity of Oil shall be based on net B/L quantity; however, net B/L quantity against net shore Page 11 of 20

12 tank actual received quantity ( net outturn ) loss of more than 0.15 percent tolerance shall be excluded from invoice quantity. The net outturn loss shall be the difference between net outturn quantity reported by Inspector against net B/L quantity If the net outturn quantity is a gain, the invoice quantity of the cargo shall be based on B/L quantity. The Inspector shall determine the quantity of the Oil delivered based on measurement metering system at the discharge port The Seller shall declare if cargo (from other than original loading port storage location or STS loading location) already loaded and or floating, and in such case, all such loading port (or STS loading location) inspection shall be entirely for the Seller s account, and discharging port inspection shall be shared equally between the Parties For CFR delivery, in the event cargo from such loading port (i.e. cargo from storage location or STS loading location) is already loaded and or floating prior to the Seller s declaration of such loading port, loading dates, performing vessel, acceptance of mutually agreed Inspector and issuance of the Buyer s document instruction, and such cargo delivery is acceptable to the Buyer (upon receipt of full loading port inspection certificates (or equivalent documents) of the Oil from loading port surveyor), title and risk of loss to the Oil shall pass upon receipt of the Buyer s acceptance of such cargo or the Deemed B/L date (if applicable), whichever is later For DAP delivery, in the event cargo from such loading port (i.e. cargo from storage location or STS loading location) is already loaded and or floating prior to the Seller s declaration of such loading port, loading dates, performing vessel, acceptance of mutually agreed Inspector and issuance of the Buyer s document instruction, the Seller shall provide full loading port inspection certificates (or equivalent documents) of the Oil from loading port surveyor within five (5) Indonesia business days after the date of the Buyer s acceptance of offer Confirmation of all of the above terms and conditions are mandatory and in case of nonconfirmation/non-compliance of any of the above terms and conditions, cargo(es) from the storage location and or STS loading location shall be rejected and the Buyer shall not be liable for any such losses or damages that the Seller may incur. 10 Inspection, Determination of Quantity and Quality 10.1 Where the Loading Terminal is operated by the Seller or an Associated Company of the Seller, measurement of the quantity shall be carried out in accordance with API MPMS and the taking of the samples for the purpose of determining the quality and quantity shall be in accordance with good standard practice at the loading terminal at the time of loading Where the Loading Terminal is not operated by the Seller or an Associated Company of the Seller, measurement of the quantity and the taking of the samples for the purpose of determining the quality and quantity shall be carried out in accordance with good standard practice at the loading terminal at the time of loading Inspection shall be at loading port (or STS loading location) and discharging port. The Parties shall appoint a mutually acceptable Inspector (and if unable to mutually agree, Inspector shall be confirmed by the Buyer) to witness the loading and the discharging of the Oil. If necessary, the Buyer shall inspect at loading port (or STS loading location) Full loading port inspection certificates (or equivalent documents) of the Oil from loading port surveyor must be made available to the Buyer immediately after completion of loading. Costs of inspections (quality, quantity, courier services, etc) shall be shared equally between the Parties. However, all such inspection costs for cargo(es) from China at the loading port (or STS loading location) shall be 100 percent ( 100% ) on the Seller s account, while at discharging port, it shall be 100% on the Buyer s Page 12 of 20

13 account The quantity and quality of the Oil delivered shall be determined by measurement, sampling and testing in accordance with the standard practice, at the loading terminal (or STS loading location) at the time of loading and at the time of discharge at discharging terminal, except in case of fraud, omission, and or manifest error For cargo(es) that has already loaded and or floating and such cargo delivery is acceptable to the Buyer inspection shall be at discharging port. The Buyer shall appoint a mutually acceptable Inspector to witness the discharging of the Oil. Full loading port inspection certificates (or equivalent documents) of the Oil from loading port surveyor must be made available to the Buyer prior to the arrival of the performing vessel at discharging port. In the event that the Seller fails to submit such documents timely, at the Buyer s option, the vessel shall berth and or the cargo discharged on a best endeavour basis. And without prejudice, the Buyer is absolved of all responsibilities for any additional costs, damages or expenses incurred by the Seller, including but not limited to demurrage, any issue with the custom or authority in the event the vessel so chose to remain in the inner port, and/or any drifting bunkers charged by the owners in the event the vessel needs to drift off port limits and/or open sea The Seller shall be responsible to provide the relevant records ((i.e. including but not limited to the automatic shore-tank gauging statement, or equivalent documents etc) to confirm the quantity computation to be stipulated in the B/L for issuance to the Buyer, immediately after completion of loading The quantity and quality report determined by Inspector shall be final and binding for the Parties save for fraud, omission, and or manifest error. The discharge port quantity and quality report determined by Inspector shall form the basis for the Buyer to substantiate claim(s), if any, against the loading port (or STS loading location) inspection report Upon confirmation of a cargo discrepancy on quantity and quality, the Buyer reserves all rights (without prejudice) to claim from the Seller all associated costs, including but not limited to, the full costs incurred for reanalysis and / or any monies paid government tax(es) for custom clearance purposes and / or custom fine, and in addition, any demurrage (including the waiting time for the results of reanalysis (starting from the time of mutual agreement for a request of reanalysis)) incurred shall not be the responsibility of the Buyer) For cargo loading from Floating Storage Offshore ( FSO ) or STS operation, the Buyer shall not be responsible for any boat launch for Inspector and all such cost(s) incurred shall not be the responsibility of the Buyer Quality and / or quantity claim (if any) shall be notified by the Buyer to the Seller ninety (90) days after the completion of discharge. 11 Laytime 11.1 The laytime allowed for discharging at Balikpapan terminal shall be: 36 hours via SPM operation for less than 400,000 barrels; 48 hours via SPM operation for 400,000 barrels to 650,000 barrels; 55 hours via SPM operation for 651,000 barrels to 850,000 barrels; 60 hours via SPM operation for 851,000 barrels to 1,000,000 barrels; and 72 hours via STS operation and direct SPM operation for 851,000 barrels to 1,000,000 barrels The laytime allowed for discharging at Balongan terminal shall be 48 hours via SPM operation for 600,000 barrels The laytime allowed for discharging at Cilacap terminal shall be: 30 hours via SPM operation for less than 400,000 barrels; Page 13 of 20

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