EXHIBIT 10.6
(English Translation)
SOLAR CELL SILICON WAFER SUPPLY AGREEMENT
CSI-LDK060602W
Party A: Canadian Solar Inc.
Address: Xxxxxxxxxxx, Xxxxxxx, Xxxxxx
Party B: Jiangxi Saiwei LDK Solar Energy High-Tech Limited Liability Company
Address: Xinyu Xxxx Xxxx Technology Development Zone, Jiangxi Province
Whereas:
1. Party A and Party B have friendly cooperative relationship;
2. Party A has decided to invest in and form a solar cell silicon wafer
production line in China;
After friendly consultation, Party A and Party B hereby reach the following
agreement on Party B's supply of polycrystalline silicon to Party A:
Article 1 Product Supply
Party B agrees to supply polycrystalline silicon wafer products ("Product") to
Party A according to this Agreement in such quantity as determined in accordance
with the relevant provisions of this Agreement.
Party A will carry out the actual procurement through its subsidiary in China
designated by it.
Article 2 Quantity of Supply
Quantity
---------------------------------------------
Year Quarter 1 Quarter 2 Quarter 3 Quarter 4
---- --------- --------- --------- ---------
1 2007 1 MW 3 MW 5 MW 6 MW
2 2008 50 MW
3 2009 75 MW
4 2010 108 MW
Article 3 Quality Standard and Specifications
Party B shall make deliveries to Party A according to its publicly announced
product quality standard and specifications.
Article 4 Principle for Determination of Supply Price and Payment
1. The price of the Product to be supplied by Party B to Party A shall be the
uniform price at which Party B supplies the Product to all major companies
at that time. In principle, the price shall be determined on a monthly
basis. Once determined, the price shall remain unchanged for at least one
month.
2. Party A agrees that after this Agreement duly comes into effect it will
make an advance payment at 60% of the price to Party B as deposit six
months before Party B begins to make deliveries, with the remaining 40% of
the price to be paid in full within 30 days before Party B makes
deliveries.
Article 5 Procedure of Supply
1. Party A and Party B shall agree in writing on the material terms of the
supply, such as the price of the Product, quantity, quality,
specifications, delivery schedule and amount of deposit payment, under
separate covers prior to each delivery period.
2. Party B shall issue a supply order to Party A 45 days prior to a delivery
specifying the delivery quantity, quality, specification and delivery
schedule.
3. Upon receipt of Party B's order, Party A shall confirm the supply order in
writing within 5 days. A purchase order finally confirmed by both Parties
in writing shall be the final basis of the supply of the Product for the
delivery period concerned. If any Party proposes to change the delivery
quantity or delivery time after such confirmation, that Party shall notify
the other Party 10 days in advance and obtain the written consent of the
other Party, otherwise it shall be liable for breach of contract
accordingly.
4. Mode of delivery: Delivery shall be taken by Party A itself according to
the delivery date and quantity finally confirmed by the Parties and, when
Party A takes delivery, the Parties shall confirm the quantity of the
Product and complete the delivery formalities in writing onsite.
Article 7 Acceptance and Objection
Party A shall carry out acceptance on the very day of receipt of the Product and
shall raise any objection it may have with regard to the quality of the Product
within 90 days of receipt of the Product. If it fails to do so within this
period, it shall be deemed to have no objection.
-2-
Article 8 Liability for Breach of Contract
If any Party violates any provision of this Agreement, it shall be liable for
breach of contract accordingly. If the quality of any Product supplied by Party
B does not conform to that agreed by the Parties, Party A has the right to
return the Product to Party B within 90 days and Party B shall promptly replace
the Product upon receipt of it from Party A.
The Parties agree that in the following circumstances Party A has the right to
demand the return of the advance payment:
(1) Party B fails to make deliveries on schedule and according to the
quality requirement;
(2) The Parties fail to reach an agreement on the specific price of the
goods;
(3) Party B suspends production for a long period (over three months),
becomes bankrupt or encounters other material changes;
(4) There is a material change in the equity structure of Party B or
Party B's major shareholder;
(5) Party B fails to perform its obligations as required by this
Agreement.
Party B shall return the advance payment in full within 30 days after Party A
issues a written demand for the return of the advance payment and the
obligations under this Agreement will not be deemed terminated until
confirmation is given by both Parties.
Article 9 Governing Law and Jurisdiction Over Disputes
1. The conclusion, validity, interpretation and performance of and the
resolution of disputes relating to this Agreement shall be governed by the
laws of the mainland area of the People's Republic of China.
2. All disputes arising from or in connection with the performance of this
Agreement shall be resolved by the Parties through amicable consultation;
if such consultation fails to resolve a dispute, either Party may apply to
the Suzhou Contract Arbitration Commission for arbitration by an
arbitration tribunal formed by the arbitration commission in accordance
with the arbitration rules of that arbitration commission in effect at the
time of the application. The arbitration award shall be final and binding
on both Parties.
Article 10 Effectiveness of Agreement
This Agreement shall come into effect after it is signed by the legal
representatives or authorized representatives of the Parties.
-3-
Article 11 Miscellaneous
This Agreement shall be written in quadruplicate with Party A and Party B each
holding two copies (including one original and one duplicate), and all four
copies of the Agreement shall have equal legal effect.
-4-
(No text of the main body hereafter)
Party A: Canadian Solar, Inc.
Legal representative or authorized representative: [signature]
July 6, 2006
Party B: Jiangxi Saiwei LDK Solar Energy High-Tech Limited Liability Company
Legal representative or authorized representative: [signature]
July 6, 2006
-5-
(English Translation)
SOLAR CELL SILICON WAFER SUPPLY SUPPLEMENTAL AGREEMENT
NO. 60810 CSI/LDK
Party A: Canadian Solar Inc.
Address: 0000 Xxxxxx Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0 Xxxxxx
Party B: Jiangxi Saiwei LDK Solar Energy High-Tech Limited Liability Company
Address: Xinyu Xxxx Xxxx Technology Development Zone, Jiangxi Province
Based on their respective developmental needs, Party A and Party B hereby
supplement the Solar Cell Silicon Wafer Supply Agreement of Xx. XXX-XXX000000X
that they have executed.
Party B agrees to amend the quantity of supply stipulated in the above-said
agreement as follows:
Year Quantity
---- ------------------------------------------------------
1 2007 Quarter 1 Quarter 2 Quarter 3 Quarter 4
1 MW 4 MW 8 MW 12 MW
2 2008 50 MW
3 2009 75 MW
4 2010 108 MW
Other provisions shall remain unchanged.
Party A: [signature] Party B: [signature]
Representative: /s/ Representative: /s/
---------------- ----------------
Date: August 11, 2006 Date: August 11, 2006
