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WOOD PELLETS SALES AGREEMENT
This Wood Pellets Sales Agreement (hereinafter referred to as the “AGREEMENT”) is
made on this day, ............. of August 20_,_, by and between:
1. PT ________________, a limited liability company duly established and existing under
the laws of the Republic of Indonesia, having its address ...............................................
(hereinafter referred to as the “Seller); and
2. PT ________________, a limited liability company duly established and existing under
the laws of the Republic of Indonesia, having its address ...............................................
(hereinafter referred to as the “Buyer).
The Seller and the Buyer are hereinafter collectively referred to as the “Parties” and
separately as the “Party”.
W I T N E S S E T H
WHEREAS:
A. The Seller is a company engaged in the sector of industrial forest plantation and to trade of
wood product from its industrial forest plantation.
B. The Buyer wishes to buy the wood pellets sales from the Seller and the Seller agrees to sale
its wood pellets to the Buyer pursuant to this Agreement.
NOW THEREFORE, in consideration of the mutual premises and covenants herein
contained, the Parties hereby agree as follows:
1. Scope of the Agreement
The Seller hereby agrees to sell and deliver to the Buyer and the Buyer agrees to buy
and take delivery of the wood pellets produced by the Seller at ...................................
to be delivered during the terms and conditions as stipulated in this AGREEMENT.
2. Term of the Agreement
a. This AGREEMENT shall become effective as of the signed date of this
AGREEMENT and shall remain in effect unless otherwise notified by a Party
hereto in a separate written notice to the other Party at least 1 (one) month
before the termination date.
b. This AGREEMENT shall be terminated before the term in Clause 2 paragraph
a by writing if the Parties agree.
3. Quantity

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During the term of this AGREEMENT the Seller agrees to sell and deliver to the
Buyer the wood pellets pursuant to the purchase order signed by the Buyer.
4. Shipping and Loading
a. The Buyer shall provide sufficient ship carrying vessels suitable and capable
of taking delivery at the site which designated by the Buyer.
b. The Seller shall provide at its own cost all necessary loading and stowing
labor and equipment and shall pay others charges relating only to the loading
of the wood pellets.
c. All other port charges relating to the vessels will be for the Buyer’s or Ship
owner’s account. The Buyer shall make available to the Seller free of cost the
vessel’s derricks, winches and other equipment rigged as necessary as when
reasonably required by the Seller.
d. The Seller shall guarantee that sufficient wood pellets are available in the
Seller’s stockpiles at the Seller’s plant so that the loading and trimming of the
Buyer’s vessels may be expedited.
5. Delivery and Title
a. Delivery shall take place in full vessel loads or quantity agreed upon by the
parties at the site which designated by the Buyer.
b. Each shipment of wood pellets shall be deemed delivered to the Buyer and
risk of loss and title to the wood pellets delivered shall pass when the
woodpellets have been delivered into the holds of the Buyer’s vessel and all
holds have been trimmed by the Seller.
6. Price and Payment
a. Price
The price of each bone dry tone of the wood pellets sold and delivered free on
board (FOB) and trimmed at Pangkalan Bun shall be mutually agreed by the
Parties.
b. Payment
Payments for wood pellets sold shall be made by the Buyer and/or the person
designated by the Buyer, to the Bank account nominated by the Seller in

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writing, within 10 (ten) business days since the Buyer has received the
payment from the end user and the presentation of the following documents by
the Seller to the Buyer:
(i) The Seller’s invoice; and
(ii) necessary documents requested by the Buyer (if any).
The Seller shall send copies of all documents to the Buyer as soon as
practicable.
c. All customs duties excise, taxes, fees and other charges including the cost of
any certificate of origin imposed on or required for the woodpellets and the
sale thereof (if any) shall be the responsibility of the Buyer. Except for the
withholding tax shall be borne by the Seller in accordance to the applicable tax
laws.
7. Default
In the event of:
(i) Either Party hereto committing any default under this AGREEMENT and not
remedying the same within sixty (60) days of receipt of notice from the other
specifying such default; or
(ii) the institution of any proceeding against either Party under the provisions of
any insolvency or bankruptcy law or any law for the relief of debtors; or
(iii) the appointment of a trustee, receiver, administrator or liquidator over either
Party’s material assets or property; or
(iv) The institution of an order for the attachment of either Party’s material assets
or property; or
(v) The commencement by either Party of proceedings for dissolution or
liquidaton,
then the other Party may at its option suspend whole or any part of its purchase or sale
of wood pellets as the case may be or may terminate this AGREEMENT in whole or
in part by written notice to the other Party, but such suspension or termination shall be
without prejudice to any accrued rights or remedies of either Party hereto under this
AGREEMENT or at law including the right to compensatory damages.

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8. Arbitration
a. Any disputes, controversies, conflicts, differences and/or other matters which
may arise between the Parties, out of or in relation to or in connection with
this Agreement, or for the breach thereof, shall be first settle through friendly
negotiation between the Parties to achieve an amicable settlement within 30
(thirty) calendar days since the date of the first formal friendly negotiation
meeting is conducted.
b. Failure to make amicable settlement of any disputes, controversies, conflicts,
differences and/or other matters between the Parties, out of or in relation to or
in connection with this Agreement, or for the breach thereof will result such
disputes, controversies, conflicts, differences and/or other matters shall be
finally settled by Indonesian National Board of Arbitration (“BANI”) in
accordance with the rules of BANI. The place of arbitration shall be in ..........
The arbitration proceedings shall be conducted in the English language and
shall be conducted before 3 (three) arbitrators which consisting of 1 (one)
arbitrator which appointed by the Buyer, 1 (one) arbitrator which appointed by
the Seller and 1 (one) of whom shall be appointed by the said 2 (two)
appointed arbitrators or in accordance with the appointment from the chairman
of BANI. The expense of arbitration shall be borne in accordance with the
determination of the board of arbitration. The award rendered by the
arbitrators shall be final binding upon the Parties to the Agreement. For the
avoidance of doubt, neither Party shall be entitled to commence or maintain
any action in a court of law upon any matter in dispute arising from and/or in
relation to this Agreement and/or the transactions contemplated herein.
c. The Parties must continue to perform their obligations herein until the
arbitrators give their award.
9. Assignment
This AGREEMENT shall not be assigned by either Party except with written
permission of the other Party.
10. Governing Law
This AGREEMENT shall be governed by and interpreted in accordance with the laws
of the Republic of Indonesia.
11. Severability

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If any one or more of the provisions of this AGREEMENT (other than the provisions
for payment of the price of woodpellets sold hereunder) is held to be void, illegal or
unenforceable in any respect such voidness, illegality or unenforceability shall not
affect the continuance of the remainder of this AGREEMENT.
12. Co-operation
The Parties shall confer regularly throughout the term of this AGREEMENT so that
each Party’s activities may be conducted at optimum efficiency having regard to the
situation and obligations of the other Party and shall promptly advise in writing from
time to time of specifications and other details required by each Party for the proper
carrying out of their obligations.
13. Third Party Rights
A person who is not a party to this AGREEMENT will not be entitled to enjoy the
benefit of or to enforce any provision of this AGREEMENT.
14. Miscellaneous
a. Matters that have not been regulated or insufficiently provided in this
AGREEMENT and/or any documents referred herein, will be discussed in
good faith by the Parties and will be set out in a written document that will be
signed by the Parties.
b. Any and all attachments, appendixes, addendum, and/or amendment to the
AGREEMENT and/or any documents referred herein and/or any specification
as agreed by the Parties from time to time (if any) shall be regarded as an
integral and inseparable part of this AGREEMENT.
c. This AGREEMENT and/or any documents referred herein (if any) constitutes
the entire agreement between the Parties with respect to the subject matter
hereof and cancels and supersedes any prior understandings and agreement
between the Parties with respect thereto.
d. The Parties have executed this Basic Agreement in the English language,
which shall serve as the governing language of the Agreement. If requested
by a Party, the Parties will sign a Bahasa Indonesia version of this Basic
Agreement. In the absence of a Bahasa Indonesia version, the
Parties hereby disclaim any benefit from, or any right to cancel or declare this
Basic Agreement null and void because of, the absence of a Bahasa
Indonesia version pursuant to the Indonesian Law No. 24 of 2009.

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IN WITNESS WHEREOF the Parties hereto have executed this AGREEMENT as of the
date hereof.
The Seller The Buyer
PT ________________ PT ________________
_______________________________ _______________________________
Name: ............................. Name: .............................
Title: ............................. Title: Director