AND XXXX PURCHASE AND SALE AGREEMENT NO:

DATED

``
PURCHASE AND SALE AGREEMENT
This Agreement No. is made the day of and between

THE RAMCO CEMENTS LIMITED,

"Auras Corporate Centre",
V Floor, 98-A, Dr. Radhakrishnan
Road, Mylapore,
Chennai — 600 004,India.
(hereinafter called the "Buyer)
And
XXXX

(Herein after called the "Seller)

Each of the Buyer and the Seller shall be referred to herein individually as a "Party" and together as the "Parties".

The Seller herewith agrees to sell and deliver to the Buyer and the Buyer herewith agrees to purchase and
take deliveryfrom the Seller subject to the following terms and conditions:

1. DESCRIPTION AND QUANTITY

DESCRIPTION: Venezuela Origin Green Delayed Petroleum Coke (Non – Calcined) in
bulk

QUANTITY: One shipment of 55,000 MT ± 10 percent at Seller's option.

No Part shipment or Co-Shipment isallowed in the contract.

2. DELIVERY
Load port laycan is xxxx and the cargo loading should have been completed by xxxx 2024. The vessel
shall arrive at Kakinada / Karaikal Port by xxxxx. No deviation is allowed in the contract.

3. SPECIFICATION
The goods will have the following typical specifications and rejection limits, in accordance with ASTM
standards:

Description Basis UOM Guaranteed Penalty / Rejection

Total Moisture Above 8.50%, penalty
ARB PCT 8.50% applicable as per Clause 5
(IncludingBilge water
compensation) (A)
Ash DB PCT 0.2% - 0.85%
Volatile Matter DB PCT 11% - 14%
>5.5%, penalty applicable
Sulphur DB PCT 5% as
per Clause 5 (B)
Below 7200, Cargo is
Net Calorific Value ARB Kcal/kg 7500 under
Rejection
HGI Index Point -- 50-70 -
Size 0-50MM -- PCT 90% -

4. PRICE

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The unit price of Petcoke sold hereunder is at USD XXX per metric ton on DAP Kakinada / Karaikal Port
India basis NCV 7500 Kcal/kg (ARB), TM 8.50% (Incl. Bilge water compensation) and Sulphur 5.5%. The price
is inclusive of usance charges for 90 days.

5. PENALTIES

A. Moisture and Bilge Water Adjustment: Above 8.50%

● If moisture (ARB), as per discharge port Quality Certificate exceeds 8.00%, invoice price to be
adjusted as pergiven formula:

Invoice Qty = (BL Qty / (100%-8.00%)) * (100%-Actual Moisture)

● If Bilge Water quantity exceeds 0.50% of Bill of Lading Quantity as per the Discharge Port Draft
SurveyCertificate, then the same shall be recovered from the supplier.

● The Aggregate of Both Moisture and Bilge Water shall not exceed 8.50% and any interchange
between thesetwo are acceptable and no penalty is applicable upto 8.50% of Aggregate (Moisture
and Bilge Water)

B. Sulphur Adjustment:
If Sulphur is above 5.5%. (Max level), then penalty of USD 0.20 PMT for each 0.10 percent increase, fraction
pro-rata,shall be levied.

C. No Premium is applicable on any parameter.

6. REJECTION:

The Buyer has the right to reject the Full or part shipment if

● The material received, is not falling under the description of the contracted product
● The material is contaminated with other foreign material not specified in the contract (Like Oil
contamination)as evidenced in the Discharge port IIA report.
● Part or full shipment containing any hazardous material / heavy metal not permitted as per Indian
governmentregulations.
● Cargo shall be as per the specifications agreed in Clause 3. If in any parameter, it exceeds the
rejection levelgiven, then buyer has the right to reject the whole or part cargo.
● Any restrictions from Governments / Customs or Regulatory Authorities

In that Case, Seller shall arrange to dispose / re-export the cargo to Origin at their own cost and risk.

7. QUANTITY DETERMINATION

The Seller shall appoint any internationally accredited assayers (SGS) for doing draft survey at load port.
Costs willbe paid by the Seller. The same will be used for reference.

8. QUALITY

At Load Port

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Seller will appoint any internationally accredited assayers (SGS) for doing sampling and analysis at load port
and
the report is only for reference. Costs will be paid by the Seller.

Buyer will also have right to appoint any IIA or representative for doing sampling and analysis at load
port / loading point at his own cost.

At Disport
Buyer will appoint M/s. Inspectorate Griffith India Pvt Ltd or M/s. SGS India Pvt / M/s. Leon Inspection to
carry out Draft Survey, sampling and analysisat port of discharge. The Draft Survey Report and quality
certificate issued by them at disport is final and binding on both the parties. Cargo quantity and quality
shall be determined based on these reports only. These shall be applicable for payment and settlement.
Both Buyer and Seller shall witness the sampling and analysis process of theappointed Inspection Agency.

In any point (Load port / disport), if buyer finds that cargo is under Rejection as per Clause no: 6 of the
contract, then they will reject the whole or part cargo and or levy penalty as given in the contract.
The laboratories will be instructed to retain an umpire sample each for a period of 40 days from B/L date
at load port and for a period of 2 months from B/L date at discharge port. Only if the analysis made
appears to be manifestlywrong, either Party may request the umpire sample to be analyzed by another
mutually acceptable laboratory. Suchrequest must be made within the above-stipulated period, after
which either party shall have no right to challenge the analysis. The cost of such further analysis will be
borne by the Party requesting the analysis. In case the umpireanalysis proves that the initial analysis was
manifestly wrong, the figures of the umpire analysis will replace the initial figures. In the alternative, the
figures found by the first laboratory remain final and binding.

9. PAYMENT TERMS

100% payment is payable under Irrevocable 90 days Usance LC, of which 90% is payable against
submission of thefollowing documents;
a. Seller's invoice for 100% value based on Load port analysis. But claim shall be for 90% of
Cargo valueunder LC.
b. Full set 3/3 Original Bills of Lading made out to order and blank endorsed or endorsed to the Buyer.
c. Original Certificate of Origin issued by independent surveyor at load port
d. Original Draft Survey Report issued by independent surveyor at load port.
e. Original Certificate of Sampling and Analysis issued by independent surveyor at load port.
f. Original Certificate of Weight issued by independent surveyor at Load port.
g. Copy of Statement of Facts issued at Discharge Port duly signed by all the parties confirming
the discharge of BL quantity.
h. Copy of Marine Insurance Policy covering 110% shipment value, covering all risks of marine and
unloading risks up to discharge port India, with claims payable in India.
i. Copy of Clean Delivery Order issued to Karaikal Port / Kakinada Port confirming the delivery of BL
quantity to Buyer
Balance 10% payment shall be paid against the submission of following documents;
a. Sellers final Invoice with due Price adjustments as per the contract, based on discharge port
quality certificate, if any. Claim shall be made for balance value only after deducting the
payment already received under First Negotiation.
b. Copy of discharge port quality certificate and quantity Certificate from the appointed IIA
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along with Buyer’s Letter

LC will be opened by Buyer through HDFC Bank / other Bank within 5 working days of contract signing. The
seller shall submit Statement of Facts Issued at Load port and Port Clearance for any destination port / sailing
permission obtained at Venezuela port to buyer for opening the LC.
Seller shall provide Invoice based on Load Port Quality Certificate and copies of Load port documents
mentioned above,prior to vessel arrival at discharge port for Customs clearance so that Buyer can arrange for
the Customs formalities. Else, the delay in documents will cause for customs penalty and vessel berthing
delay, which shall be to the account of Seller only.
In the event of non-availability of Original documents on arrival of the vessel, Cargo shall be released against LOI.

All bank charges at Buyer’s end shall be borne and paid by Buyer. All bank
charges at Seller’s end shall be borne and paid by Seller.
It is the responsibility of seller to deliver the cargo to buyer at the port of discharge (Karaikal or Kakinada Port)
and buyer’s liability on payment will arise only after receipt of 100% clean cargo.

10. SHIPPING CONDITIONS

10.1 For Geared vessel, the vessel to provide adequate facility to discharge cargo with ship cranes. For
Gearless vessel, Buyer to provide discharging facilities for cargo discharge at the disport.

10.2 At port of discharge Seller's agent to be appointed.

10.3 The vessel shall be nominated by the Seller and confirmed by the Buyer within 24 working hours SSHEX
after receipt of nomination. Unless otherwise agreed the Seller shall advise the Buyer by fax or e-mail
about 3 days beforeexpected time of shipment, the name and nationality of the vessel plus vessel's dwt,
draft, overall length, number ofhatches, and expected date of arrival at the port of loading.

10.4 Buyer guarantees at discharge port 1 safe berth, 1 safe port at 13.5 meter arrival draft at discharge port.
10.5 Buyer guarantees a discharge rate of 12,000MT (PWWD-SHINC except port holidays,) for Gearless / for
Geared vessels with min 4x30MT and 5 holds else pro rata. The above guarantee of discharge rate is
subject to min crane outreach of 9M from Ships railings and with cycle time as prescribed in the crane
manual. No part shipment or Co-Shipment is allowed under this contract.

10.6 Turn time 12 hours after tendering of Notice of Readiness, unless sooner commenced. Time used to
count as lay time. Notices at the discharge port to be given by the vessel any time day/night SHINC WIBON,
WIPON, WICCON, and WIFPON. Demurrage and Despatch to be as per relevant Charter Party to be
advised at time of nomination subject to the maximum of USD 25000 Per day. Time of Demurrage and
Despatch shall be calculated on the basis of time sheet signed by ship's Master or his agent at the
discharge port. Vessel First Shifting timings, Draft survey timings, bad weather timings shall be excluded
from lay time workings (however, vessel once on demurrage is always on demurrage till discharge
completion)

10.7 For settlement of demurrage / dispatch claim at discharge port/s, both Parties will finalise the lay time
calculation sheet within 15 working days from the date of completion of discharge. Any defects /
discrepancies and /or nonconformity found in the lay time calculation submitted must be reported 5
working days from such date of submission. Barring this, the calculation is deemed to be correct. The
concerned Party shall make remittance, if any,within 7 days of claim date.

10.8 The seller shall arrange to discharge and release cargo against Letter of Indemnity (as per the P&I club
format) to be provided by Buyer. To invalidate Buyer's Letter of Indemnity towards the Seller, the Buyer
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shall send tothe Seller 3/3 accomplished Original Bill of Lading at latest 30 days after the completion of
discharge.

10.9 Stevedores to be appointed and paid by Buyers but to work under supervision of Master. Should any
damage be caused to the vessel or her fitting by stevedores, Master has to try to let stevedores repair
the damage and will try tosettle the matter directly with them at the first stage. If the damage cannot
be repaired by stevedores, Master has totry to obtain written acknowledgement of the damage and
liability from stevedores and Master or their agents to notify Buyers or their agents of such damage
within 48 hours after the damage occurred except for hidden damageswhich to be notified to Buyers as
soon as its discovery. Otherwise Buyers Shall not be held responsible for the damage.

10.10 Buyers to have the privilege of not repairing the stevedores damages, for which Buyers are
responsible, incurredduring the discharging period as long as the damages do not affect seaworthiness
and cargo worthiness, but Buyersundertake to reimburse for the repair against the production of repair
bills by dockyard unless otherwise agreed. Any stevedore damages affecting the ship's seaworthiness
and cargo worthiness as ascertained by the vessel's classsurveyor to be repaired by the Buyer at their
risk, expense and time prior to proceeding to sailing from the port. Notwithstanding the above, Buyers
are to remain ultimately responsible for stevedore damages.

COVID 19: Any delays due to the following, including but not limited to,
● Port Closure
● Corona related delay
● Curfews
● Lack of shore labour at discharge port to count as lay time.
● Any delays due to vessel or crew infected by corona to be owners account and delays due to
cargo or portto be on receivers account.

11. TAXES & DUTIES

11.1 All taxes and / or duties of whatsoever nature, levied by the Governmental Authorities in
India on thePetcoke supplied under this Agreement shall be to the Buyer’s account.

11.2 All taxes and or duties levied by Governmental Authorities in country of origin, on the Petcoke
supplied under this agreement shall be to the Seller’s account.

11.3 All other vessel related charges such as pilotage, berth hire charges, agency fees shall be
paid by theSeller.
11.4 All costs in relation to discharging of Petcoke at the Discharge Port, including but not limited
to cost of stevedoring, shore cranes / grabs required for handling Petcoke, inland
transportation, port dues, shall be paid by the Buyer.

12. FORCE MAJEURE

In the event of force majeure the obligations of both Seller and Buyer will be suspended until after the
end thereof.If the force majeure lasts longer than 60 days, either party shall be entitled to cancel, by
means of a written declaration and without court intervention, whole or part of the Agreement. In case
of force majeure Buyer and Seller shall not be liable for any losses suffered as a result thereof by the
other Party or its business relations.

Force majeure is deemed to exist if the performance of a contractual obligation (other than the payment
of monies due in relation to deliveries and/or services already made) of either Seller or Buyer will be
wholly or partly preventedor impeded by any cause beyond the reasonable control of that Party and in
case of circumstances due to which thatParty cannot be reasonably required to accomplish the performance
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of its contractual obligations, regardless whether such causes or circumstances could have been foreseen
at the time when the agreement was entered into.

In any event Parties shall be able to claim force majeure in case of strikes, lock-outs, labour disputes,
sabotage, storm, floods and other natural phenomena, explosion, accidents, fire, war or acts of war,
international conflicts, civil commotion, riot, insurrection, piracy, terrorism, blockade, epidemic or
pandemic, quarantine, sickness of personnel, embargo, mobilization, loading- or unloading facilities,
transport-, loading- or unloading hindrances or -delays, restraints of whichever kind, shortage of energy
or raw materials, operational difficulties, export- or importrestrictions or -prohibitions, institutions of
quota and/or other measures or acts of any government, international organization or agency thereof.

Nothing herein shall require Buyer or Seller to make any settlement or arrangement with any labour
union, supplieror other party which Buyer or Seller respectively deems inadvisable.

The provisions of this clause will apply notwithstanding any delay of performance of either Party at the
time the force majeure becomes operative.

In the event of reduction of quantity or change of quality of the goods shipped by Seller's supplier, Seller
may equitably allocate his available supplies from the producing facility named in this Agreement to all
his affected commitments and reduce the total quantity of goods to be supplied to Buyer without
liability. Equitable allocation may include, at Seller's sole option, allocation to full shipment sizes and
cancellation of other full shipment sizes. Ifthe allocation would result in a reduced shipment size being
available for Buyer, Buyer shall have the option to either accept the parcel available for him against
reimbursement to Seller of any and all extra cost that Seller incursin the delivery of such reduced parcel,
or to cancel the delivery altogether.

13. REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants as follows: _
i) The company is validly existing under the laws of Singapore and has all requisite legal power
and authority to conduct its business and to execute this Agreement to carry out the terms and
conditions hereof.
ii) The person signing the agreement is duly authorized by the Seller to sign and execute this
Agreement.
iii) There are no pending litigations or legal proceedings before any court, quasi-judicial or
government authorities.
iv) There is no lien, claim, charges or encumbrances over the title of the cargo.
v) Delivery of products will conform to the specifications set out in this agreement
vi) All applicable rules and regulations to meet the obligations of this Agreement shall be duly
complied with.

14. INDEMNITY
THE SELLER shall fully indemnify and hold the BUYER harmless against any liabilities, loss, damage,
cost, expenses or claim arising out of the following: -
i) Failure to perform the obligations as stipulated in this Agreement.
ii) Breach of the terms mentioned in clause 13 pertaining to representations and warranties
iii) Third party claims arising out of or in connection with obligations under this contract.

15. LIQUIDATION CLAUSE

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Without limiting any other rights that may be available to the liquidating party (as hereinafter defined),
in the eventthat 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
Agreement and any or all other Agreements then outstanding between the Parties (whether the
liquidating party is the Seller or Buyer there under) by declaringany or all such Agreements terminated
by means of a mere written statement (whereupon they shall become automatically terminated, except
for the payment obligation referred to below and any and all remaining payment obligations still existing
under this Agreement), 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 the time or times reasonably determined by the liquidating party) and aggregating or netting
such marketdamages to a single liquidated settlement payment that will be due and payable upon first
demand therefore.

16. ARBITRATION
In the event of any dispute, claim, question or difference of opinion arising or occurring between the
parties in relation to anything or any matter arising out of or under the terms of this Agreement
(‘Dispute’), any party may refer the dispute for arbitration in accordance with the provisions of
Arbitration and conciliation Act, 1996 as amended from time to time (“Arbitration Act”). The arbitration
shall be conducted by a sole arbitrator to be mutually appointed by the parties. In the event, the parties
fail to agree upon a sole arbitrator within 30 (thirty) days of reference of the Dispute to the arbitration
under this Clause 14, then the arbitrator shall be appointed in accordancewith the provisions of the
Arbitration Act. The awards and orders passed by such sole arbitrator shall be final and binding upon
the parties. The arbitration proceeding shall be conducted in English Language. The venue of arbitration
shall be New Delhi.

17. RISK PURCHASE / SALE

Time is the essence of the contract, in the event of nonperformance of this contract either partially or
fully by the Seller, Buyer is at option to exercise this risk purchase clause, where in the Buyer can procure
similar quality cargofrom the market and the cost difference shall be claimed from the Seller. Seller to
settle all claims, within 15 days from the date of the claim.
In case of non-performance of this contract either partially or fully by the Buyer, Seller may in its sole
discretion beentitled to arrange for the sale of Coal in the open market or to any other person as may
be identified by the Seller at such cost agreed by the Seller. In such an event, the cost difference shall be
paid by the Buyer to the Seller.

18. GOVERNING LAW

This Agreement is governed by and construed in accordance with the laws of India.

19. JURISDICTION
Any dispute of whatever nature arising out of or in connection with this Agreement will in first instance
shall be decided by the court of competent jurisdiction in India.

20. REMEDIES
Remedies provided under this Agreement shall be cumulative and in addition to other remedies provided by
law.

21. WAIVERS
Failure of either party to require strict performance of any provision of this agreement, or such parties
forbearance to exercise any right, shall not be a deemed a waiver by such party of its right to require
strict performance or exercise such right in the future.

22. CONFIDENTIALITY
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This Agreement is confidential and its contents will be kept strictly confidential by both the Buyer and the
Seller.

23. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Buyer and the Seller with respect to the
subject matter herein and supersedes all previous writings, understandings, negotiations, representations or
agreements with respect thereto, except where provided otherwise.

This Agreement shall only come into force after being signed by both the Buyer and the Seller. Any
amendments tothis Agreement shall be in the form of an addendum to the Agreement and shall come
into force only after both Parties will have signed the addendum, where after it will form an integral part
of this Agreement.

In spite of the foregoing and notwithstanding the Buyer's obligation to return the Agreement duly signed,
the Buyer's acceptance of a performing vessel nomination shall signify binding acceptance of all the
terms and conditions of this Agreement, even if the Buyer has not executed this Agreement.

If any provision of this Agreement shall be invalid, illegal or unenforceable to any extent, the validity,
legality and enforceability of the remaining provisions shall not be affected or impaired thereby. If the
invalidity, illegality or unenforceability of one or more provisions of this Agreement or any other
circumstance concerning the performanceunder this Agreement reveals a situation not provided for in
this Agreement, the Buyer and the Seller shall jointly seek an arrangement having a valid legal and
economic effect which will be as similar as possible to the ineffectiveprovision and will cover the scope
of any missing provision in a manner reasonably directed to the purpose of this Agreement. Except as
provided otherwise herein, provisions of Inco terms 2010 shall apply.

24. ASSIGNMENT
Neither this Agreement nor the rights and obligations arising out of it may be assigned, delegated or
otherwise transferred by either the Buyer or the Seller to any third party without the other Party's prior
written consent, whichconsent shall not be unreasonably withheld. Despite the foregoing, either Party
is allowed in principle to assign its rights and obligations to an affiliated company, provided the
creditworthiness of the affiliated company is acceptable to the other party. Also, Seller is allowed to
transfer the receivable(s) arising under this Agreement to a financial institution.

25. LANGUAGE
All communications between the Buyer and the Seller with regard to this Agreement shall be in the English
language.

26. DOMICILLIUM
All communications and/or notices under this Agreement shall be deemed to have been duly given in terms
of thisAgreement if they are sent by mail, email, facsimile or telex transmission to either Party at their
following addresses:
THE BUYER:
THE RAMCO CEMENTS LIMITED,
"Auras Corporate Centre",
V Floor, 98-A, Dr. Radhakrishnan Road,
Mylapore,Chennai —600 004
Tel. +91 44 28478666 Fax + 91
4428478676
Email:

THE SELLER:
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XXXX

Or at such other addresses as either Party may from time to time designate in writing.

THE BUYER: THE SELLER:

THE RAMCO CEMENTS LIMITED

Name: Name:
Title: Title: Director

Name:
Title: