Exhibit 10.9
CONTRACT
No: MB-SHA2006003A DATE: 2006/01/25
At: Xinyu, Jiangxi, China
THE BUYERS: THE SELLERS:
Jiangxi LDK Solar Hi-Tech Co., Ltd. ▇▇▇▇▇ ▇▇▇▇▇▇ AG
Address: Address: Alte ▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
Park, Xinyu City 215128, TEL: ▇▇▇▇-▇▇-▇▇▇▇▇▇▇
Jiangxi Province, P.R China FAX: ▇▇▇▇-▇▇-▇▇▇▇▇▇▇
TEL: ▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇
FAX: ▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇
This Frame Contract is made by and between the Buyers and the Sellers; whereby
the Buyers agree to buy and the Sellers agree to sell the under-mentioned
commodity according to the terms and conditions stipulated below:
1.
Unit Price
No. Commodity, Specifications Quantity Total Amount(USD)
--- --------------------------- -------- -------------------------------
Model DS264 Wire Saw 40SETS According to market conditions
(details as per attachment) while actual order prices to be
negotiated.
TOTAL CIF SHANGHAI SEAPORT, SAY US DOLLARS TWENTY-TWO MILLION ONLY.
2. Country of Origin and Manufacturers: Switzerland, ▇▇▇▇▇ ▇▇▇▇▇▇ AG
3.
Packing: To be packed in strong wooden case(s), or in carton(s), suitable for
long distance ocean transportation and to change of climate, well
protected against moisture, shocks and rust. The Sellers shall be
liable for any damage of the commodity and expenses incurred on
account of improper packing and for any rust attributable to
inadequate or improper protective measures taken by the Sellers in
regard to the packing. One full set of service and operation
instructions concerned shall be enclosed in the case(s).
4.
Shipping ▇▇▇▇: The Sellers shall ▇▇▇▇ on each package with fadeless paint the
package number, gross weight, net weight, measurement and the
wordings: "KEEP AWAY FROM MOISTURE", "HANDLE WITH CARE", "THIS
SIDE UP", etc., and the shipping ▇▇▇▇:
MB-SHA2006003A
--------------------
SHANGHAI, CHINA
5. Time of shipment: According to attachment 2
6. Port of Shipment: European Main Seaport
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7. Port of Destination: Shanghai Seaport
8. Insurance: TO BE COVERED BY THE SELLER.
9. Payment: 1) Down Payment: 25% of each shipment value
will be paid by the buyer to the seller
via T/T 9 months before each shipment
and confirmed by the Seller.
The rest 65% of each shipment value
shall be guaranteed by an irrevocable
Letter of Credit issued by a primary
Chinese Bank. The Letter of Credit shall
be valid until the said total L/C value
to be effected in favor of the
beneficiary. Within 60 days before
shipment, The Buyer will, at buyer's
expense, establish in favor of ▇▇▇▇▇
▇▇▇▇▇▇ an irrevocable Letter of Credit
in the value equal to 65% of each
shipment value.
2.1) 65% of each shipment shall be payable
within 180 days after each shipment against
presentation of shipping documents.
3) 10% of each shipment value shall be
payable via T/T within 30 days after
acceptance certificate issued by the
buyer.
10. Documents:
(1) Full set of on board ocean bills of lading marked "Freight Prepaid" made
out to order blank endorsed notifying the Buyer.
(2) Commercial Invoice in 5 copies indicating contract number, made out in
details as per relative contract.
(3) Insurance Policy/Certificate in one original and two copies for 110% of the
invoice value showing claims payable in China in currency of the draft,
blank endorsed, covering All Risks.
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(4) Packing list in 5 copies issued by the Manufacturers.
(5) Certificate of Quality and Quantity in 5 copies issued by the
Manufacturers.
(6) Copy of fax to the Buyers advising particulars of shipment immediately
after shipment is made.
(7) Certificate of Origin issued by the manufacturer.
(8). Fumigation Certificate or certificate of Plant Quarantine issued by
relative competent authority or Non-wooden packing declaration.
11. Shipment:
The Sellers shall ship the goods within the shipment time from factory to
destination port. Partial shipment is allowed. Transshipment is allowed.
12. Guarantee of Quality:
The Sellers guarantee that the commodity hereof is made of the best
materials with first class workmanship, brand new and unused, and complies
in all respects with the quality and specification stipulated in this
Contract. The guarantee period shall be 12 months counting from the date on
which the acceptance certificate is issued or 15 months after the date of
shipment, whichever comes first.
13. Force Majeure:
The Sellers shall not be held responsible for the delay in shipment or
non-delivery of the goods due to Force Majeure, which might occur during
the process of manufacturing or the course of loading or transit. The
Sellers shall advice Buyers immediately of the occurrence mentioned above
and within fourteen days thereafter, the Sellers shall send by air mail to
the Buyers for their acceptance a certificate of the accident issued by the
Competent Government Authorities where the accident occurs as evidence
thereof. Seller's inability in obtaining export license shall not be
considered as Force Majeure.
Under such circumstances, the Sellers, however, are still under the
obligation to take all necessary measures to hasten the delivery of the
goods. In case the accident lasts for more than 10 weeks, the Buyers shall
have right to cancel the Contract.
14. Arbitration:
All disputes arising from the contract or the execution of the contract
shall be settled first between the buyer and seller in a friendly way. If
the agreement can not be reached after friendly discussion, the disputes
will be submitted to the China International Economics and Trade
Arbitration Commission in Shanghai for arbitration. The arbitration will be
carried out in accordance with the Commission's arbitration rules in effect
at the time of arbitration. The arbitral award is final and binding upon
both parties. The arbitration fees shall be borne by the losing party
unless otherwise awarded by the Commission.
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15. This contract is made in Chinese/English, and has the same validity. Two
original ones of this contract will be held by the Buyer, the Seller
respectively.
Special Provision:
1. In case the buyer cancel the contract after signature of contract due to
the buyer's reason, the buyer is liable for compensation to the Seller at
the rate of 10% of the contract value. The payment will be made by the
buyer within 15 days after cancellation of contract.
2. Unless buyer and seller have not signed official order, Seller will not
reserve specific capacity. To reserve capacity and confirm specific
capacity and deliveries, Seller shall receive the down payment at least 9
month prior shipment of first machine. The delivery schedule will be agreed
separately in the official order.
The Buyers: The Sellers:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------------- ----------------------------------------
2006.1.25
Attachments 1-4 an integral part of the contract of MB-SHA2006003A.
Attachment 1: Delivery plan
Attachment 2: Facility requirement/unit
Attachment 3: Unpacking, installation and commissioning
Attachment 4: Acceptance criteria
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Attachment 1 to contract MB-SHA2006003A
DELIVERY PLAN
Total delivery 40 sets of DS 264:
Shipment
40 pc. Before end of Dec. 2008
TOTAL DELIVERY 40 PC. DS 264
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ATTACHMENT 2 TO CONTRACT MB-SHA2006003A
DS264 FACILITY REQUIREMENT/UNIT
MACHINE DIMENSION:
Length/width/height (approx.): 5180/4250/3467 mm
Total weight of machine: approx. 16'500kg
ELECTRIC ENERGY
Voltage/Frequency 400V +/- 10%, 3 phase; 50Hz;
Maximum power consumption: 110 kW
Electric supply must be stable during machine running.
COMPRESSED AIR
Pressure: 6-8 bar
Quantity: approx 20 Nm(3)/h
AIR EXHAUST
Quantity: 500 m(3)/h
COOLING WATER
Cooling water quantity: 300l-500l/min (at a temp. of 19 degrees C)
Temperature min./max. < 20 degrees C
Pressure min./max. 2-5 bar
(Between water supply and water return must be a pressure difference of at
least 2 bar.)
Cooling power: 110 KW
TEMPERATURE
Environment temperature: 20-25 degrees C
Temperature fluctuation during a complete cut: < 2 degrees C
INTERNET COMMUNICATION INTERFACE HAS TO BE AVAILABLE INSIDE THE WORKSHOP.
VARIES ON ABOVE REQUIREMENTS WILL INFLUENCE THE QUALITY OF THE MACHINE AND
WARRANTY RELIABILITY.
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ATTACHMENT 3 TO CONTRACT MB-SHA2006003A
UNPACKING, INSTALLATION AND COMMISSIONING
The installation and commissioning must be ready within 3 weeks after shipment.
Within two weeks after receipt of the buyer's written notice, ▇▇▇▇▇ ▇▇▇▇▇▇ shall
send engineer(s) to the buyer's site for installation, commissioning and
acceptance test. The buyer guarantees that the equipment will only be unpacked
with the presence of the seller unless it is required by the relevant Chinese
authority. The buyer will inform the seller of the date of Customs clearance so
that the seller can present in the unpacking if it happens. The buyer shall
provide the local transportation, accommodation, working conditions, ingots and
the consumable commodities for the installation, commissioning and the final
acceptance test.
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ATTACHMENT 4 TO CONTRACT MB-SHA2006003A
ACCEPTANCE
WIRE SAW DS264
The Wire Saw will be checked and tested according to the relevant standards.
1. Material of acceptance test:
125mmx125mm 156mmx156mm poly silicon
2. Target wafer thickness: ▇▇▇ -▇▇▇ um (Pitch distance will be specified in
advance by the buyer 2 months before shipment)
3. Acceptance criteria
Wire thickness: dia0.14mm
-95% TTV mean < or = 35 microns
-Center thickness tolerance +/- 20 microns
6. Conditions:
- Room temperature requirements 20 degrees C
Temperature fluctuations during complete out < 2 degrees C
Consumable and wear out items must be according to M+B specification
7. Sampling and measuring system
Sampling:
First wafer measure: No. 20 from each ingot start.
After this, the each 50th wafer up to the 20th wafer before ingot end
- TTV Measurement: 5 point test
8. Once a test fails to meet the acceptance requirement, both parties will
study together the reason and one or two tests will be carried as soon as
possible.
9. After the acceptance test meets above standards, the acceptance certificate
must be issued at once by the Buyer.
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