Solar Grade Polysilicon Wafer Supply Agreement
Solar
Grade Polysilicon Wafer Supply Agreement
Party
A:
Canadian Solar, Inc.( hereinafter referred to as CSI)
Party
B:
CHAOLEI MARKETING AND FINANCE CO
Canadian
Solar, Inc (CSI), a photovoltaic company founded in Canada, is dedicated
to the
research, production, sales and after service of photovoltaic products by
converting solar power into electric power. CIS is producing solar photovoltaic
products and solar power products for a wide range of applications in the
field
of house, business, and industries and so on. It also deals with the OEM
process
for the world leading solar photovoltaic manufacturers. CIS has founded 6
subsidiary companies since November, 2001.
CHAOLEI
MARKETING AND FINANCE CO., a registered company in the State of Florida,
USA, is
the exclusive sales agent of China Sichuan Chaolei Industry Stock CO.,LTD
and
provides proxy service for all the sales of products and services for Sichuan
Chaolei Industry Stock CO.,LTD all over the world. Sichuan Chaolei Industry
Stock CO.,LTD is a private Stock Company, engaging in the mine exploration,
metallic silicon smelting, the research and production of the silicon materials
including polysilicon and monocrystall silicon. Sichuan Chaolei Industry
Stock is aimed at providing the best raw materials for photovoltaic companies,
electronic information industry and chemical industry, home or
abroad.
In
order
to realize the complementary advantage and mutual development, Party A and
Party
B agree to conclude the following Articles after friendly consultations in
accordance with the principle of equality and mutual benefit.
Article
1 Names, Categories, Specifications and Qualities of the Products Purchased
by
Party
A from Party B
1.
Names,
categories and specifications of the products
Names
and categories of the
products
|
specification
|
Solar
grade Czochralski
silicon
wafer
|
125
mm x 125 mm
|
1
Solar
grade Czochralski
silicon
wafer
|
165
mm x 165 mm
|
Solar
grade casting polysilicon
wafer
|
125
mm x 125 mm
|
Solar
grade casting polysilicon
wafer
|
165
mm x 165 mm
|
2
.
Technical standard of the products
Party
A
and Party B will sign an Agreement ("Delivery Agreement") at the end of each
year, beginning in 2008, designating the technical standard and the price
of the
products to be delivered. This Agreement and Delivery Agreements will have
equal
legal effect. In the event that a Delivery Agreement cannot be executed,
this
Agreement will be deemed null and void.
Article
2 Supply
Time and
Quantity of
the
Products
Supply
time and quantity of the products:
1.
Time
|
Quantity
|
Specification
(mm x mm)
|
|
In
2009
|
9million
pieces
|
125
x 125
|
|
In
2010
|
30
million pieces
|
125
x 125
|
165
x 165
|
In
2011
|
60
million pieces
|
125
x 125
|
165
x 165
|
In
2012
|
72
million pieces
|
125
x 125
|
165
x 165
|
In
2013
|
72
million pieces
|
125
x 125
|
165
x 165
|
In
2014
|
84
million pieces
|
125
x 125
|
165
x 165
|
2. The
quantity tolerance of the annual consignment shall be within ±10%.
Article
3 Packing Standard of the
Products and Supply and Recycling of the Wrappage
Packing
standard: Party B provides special silicon wafer packing boxes by itself.
500
pieces of silicon wafer will be packed per box. A standard case will consist
of
4 to 8 boxes, depending on the size. .
Recycling
of packing materials: the packing boxes will be recycled by Party A at their
site and be sealed
by
glue immediately so as to prevent the packing boxes from creating any pollution.
Recycling methods and pricing will be determined in the annual Delivery
Agreement signed by Party A and Party B.
2
Article
4 Place and Means of Delivery
1
.Delivery place: Sichuan Chaolei Industry Stock CO.,LTD, Chengdu, Sichuan
Province
2
.Delivery means: Party B is responsible for the delivery and delivering
the
goods or Party A takes delivery of the goods and transportation by
itself.
Article
5
Time Limit of Delivery
The
delivery date of Party B shall be subject to the date of cargo delivery
notice
stipulated in the Agreement. The cargo delivery notice from Party B shall
reserve the necessary time (3-5 days) for Party A in the journey. Taking
the
delivery after the date stipulated in the Agreement shall be deemed to
delay in
taking the delivery.
Article
6
Price, Payment for Goods and Settlement of the
Payment
1
. Price of the goods will be determined in the annual Delivery
Agreements
signed by Party A and Party B.
2. Payment
for goods: The way of payment for goods will be determined in the annual
Delivery Agreements signed by Party A and Party B.
3. Settlement
of the payment: Payments for the goods and other payment will be settled
in
accordance with the settlement measures of Citibank, NA.
Article
7
Acceptance of Goods
1. Time
of
acceptance: Party A will complete acceptance within 10 days after taking
the
delivery.
2. Standard
of acceptance: To be executed according to the rules of Delivery Agreement
signed in each year.
3
Article
8 Time and Measures of Making Objections against the
Products
1
.1f the
categories, model, specification and quality of the products are not
found in
compliance with
the
stipulations in the acceptance, Party A shall properly safeguard the
products
and submit written objections to Party B within 30 days. During the
period of
payment collection , Party A is entitled the right to dishonor part
of the
payment for goods which do not meet the technical rules stipulated
in the
Agreement. It shall be deemed that the products are qualified if Party
A delays
in notifying of Party B or doesn't submit notice to Party B that the
products
are not in compliance with the term stipulated in the Agreement within
30 day
after receiving the goods.
2.
Party
A shall not make objections if the product quality is decreased due
to Party A's
unsuitable usage, storage and maintenance, etc.
3.
Disposal of the written objections shall be completed within 10 days
(unless
otherwise specified in these rules or both parties decide to choose
another
term) after Party B reviving it from Party A, otherwise it shall be
deemed that
Party B acquiesces in the objections and disposal advices submitted
by Party
A.
Article
9 Liabilities for Breach of Agreement for Party A
1
. If
Party A cancels an order without reasons during the Agreement term,
a penalty of
5% of the payment for goods shall be due for payment by Party A.
2
. If
Party A does not submit the technology index parameter of products
within the
time stipulated in the Agreement, Party A shall pay the damages due
to delay in
delivery in accordance with the section of canceling an order besides
the
delivery date being extended.
3
.
If taking delivery of the goods exceeding the time limit, a
penalty of 1%
of the payment for goods per day and the expenses of storage and maintenance
of
the goods paid by Party B in place of Party A shall be due for payment
by Party
A.
4
. In
case of overdue payments, Party A shall pay breach of Agreement damages
by 1% of
overdue payment per day.
5
. In
case of refusal to take delivery of the goods without good reasons,
a penalty of
5% of the payment of the goods shall be due for the payment by Party
A in
addition to the compensation of economic damages caused by
this.
4
Article
10 Liabilities for Breach of Agreement for Party B
1 In
case of not
delivery on time, Party B shall pay breach of Agreement damages in amount
of
5% of the undelivered payment.
2. The
goods
in variety, type, specification and quality fail to meet the rules stipulated
in
this Agreement, both parties may consult with each other for treatment
if Party
A agrees to accept these goods. Otherwise, Party B may make corrections
and
improvements to the goods until they meet Party A's requirement. If Party
B is
unable to satisfy the requirements, Party A has the right to return goods
at
Party B's expense.
3. Party
B
shall be responsible for goods damaged due to irregular packing. Party
A shall
be responsible for damages resulting from the failure to store received
goods in
accordance with industry standards.
4.
In case of delay in delivery, Party B shall pay breach of Agreement damages
in
amount of 1% of payment per day and the losses of Party B due to the
delay.
5. In
the
event that Party B delivers goods in excess of agreed upon amounts in
Delivery
Agreement, Party B shall bear the costs of storage at Party A's facility,
provided that Party A shall be responsible for losses caused by Party
A's direct
negligence in the storage of such goods.
6. In
the
event that Party B delivers goods to Party A in advance of agreed upon
dates,
Party A must notify Party B within 15 days of delivery of Party A's intention
to
reject and return shipment at Party B's expense. If Party A does not
inform
Party B of its intention to return goods within 15 days, it shall be
deemed an
acceptance of goods, and Party A shall submit payment to Party B in accordance
with payment terms as defined in the Delivery Agreement.
Article
11 Force Majeure
If
any one of
the parties is unable to perform this Agreement due to force majeure,
it shall
timely notify the other party and provide proof of force majeure so as
to
mitigate the loss that may be caused to the other party. Based on the
proof, the
party who is unable to perform this Agreement due to force majeure may
delay or
not perform parts or the whole of the agreement and is exempted from
liability
in part or in whole in light of the impact of the event of force
majeure.
5
Article
12 Others
Penalty
for
breach of Agreement, payment of damages, custody and maintenance fees
and
economy losses stipulated in the Agreement shall be paid by the way of
settlement stipulated by the bank within 10 days after the liability
of
breaching party is specified. Payment exceeding the time limit will be
deemed to
overdue payment. Both parties shall not detain the goods or payments
for goods
for indemnification.
This
Agreement is subject to the laws of the State of Florida, USA. All disputes
in
connection with the execution of this Agreement shall be settled through
direct
negotiation between the parties. In the event that a settlement cannot
be
reached, parties agree to submit the dispute to arbitration or the appropriate
court of law pursuant to the laws of the State of Florida
This
Agreement is entered into as of Dec
13th, 2007 .
During
the period of the implementation of this Agreement, neither party
shall
amend or terminate the agreement at will. If there are other issues not
covered
in this Agreement, both parties can discuss to supplement the agreement.
The
supplement parts and this Agreement have equal legal effect.
The
Agreement
has been translated into both English and Chinese. For purposes of
interpretation of this Agreement, the English version shall govern.
This
Agreement has two copies in original, one for each party; It has two
duplicates
which have the equal legal effect with this agreement.
Party
A: Canadian Solar, Inc
|
Party
B: Chaolei Marketing and Finance Co.
|
Address:
Xx. 000, Xxxxxx Xxxx
|
000
XX 00xx
Xxxxxx
|
High
Tech Zone
|
Xxxxx
Xxxxxx, XX 00000
|
Suzhou,
Hangsu Province, PRC
|
USA
|
/S/
|
/S/
|
6