CONTRACT Between BP Solar International Inc. and Renesola Singapore Pte., Ltd. for Supply of Solar Wafers.
Exhibit
4.29
CONTRACT
Between
BP Solar International
Inc.
and
Renesola Singapore Pte.,
Ltd.
for
Supply of
Solar Wafers.
1
Contract
No.:BPRS-WF-2009-01
2
Index of Contract
Documents
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No.
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Description
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Section
1
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Agreement
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5
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Section
2
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General
Terms and Conditions
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11
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Section
3
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Attachments:
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Attachment-A,
Commodity, Quantity, Price, & Schedule
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18
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Attachment-B,
Specifications
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20
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Attachment-C,
BP Associates
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23
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Attachment-D,
Renesola Associates
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24
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3
SECTION
1
AGREEMENT
Table
of Contents
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Article
No.
|
Description
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1.
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CONTRACT
TERM
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5
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2.
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NAME
OF COMMODITY
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5
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3.
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QUANTITY
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6
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4.
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PRICE
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6
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5.
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SHIPPING
TERMS
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6
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6.
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SHIPPING
SHCEDULE
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6
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7.
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PAYMENT
TERMS
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6
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8.
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QUALITY
& WARRANTY
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6
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9.
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INSPECTION
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7
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10.
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DEFECTS,
DAMAGE & DISCREPANCY
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7
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11.
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LATE
DELIVERY
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8
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12.
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NOTICES
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8
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13.
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GOVERNING
LAW
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9
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14.
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ARBITRATION
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9
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15.
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ENTIRE
CONTRACT
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9
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4
SECTION
1
AGREEMENT
This
Agreement (together with the documents attached hereto, hereinafter referred to
as the "Contract") is made by and between:
BP Solar
International Inc. with an office at 90 New ▇▇▇▇▇▇▇▇▇▇, Suite
1500, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ (hereinafter referred to as “Party A” or “BP Solar”), and
Renesola
Singapore Pte., Ltd., whose registered office is at ▇▇ ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇,#▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter referred to as “Party B” or “RENESOLA”).
Party A and Party B may sometimes
individually be referred to as the “Party”, or may collectively be referred to
as the "Parties".
Each Party may also be referred to
as “Buyer” or "Seller" based on different contexts:
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a)
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In
the supply of silicon
materials, Party
A will be referred to as “Seller”; while Party B will be referred
to as “Buyer”.
|
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b)
|
In
the supply of solar
wafers, Party
B will be referred to as “Seller”; while Party A will be referred
to as “Buyer”.
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WHEREAS, Party A desires to
supply to Party B
certain silicon
materials for
tolling into solar wafers, and
WHEREAS, Party B desires to
supply to Party A
certain solar
wafers under the terms and conditions set forth herein.
NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, the Parties
hereto agree as follows:
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1.
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CONTRACT
TERM:
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This
Contract shall come into force on the date of Jan., 1st, 2009, and shall
remain in full force and effect until Dec., 31st, 2009.
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2.
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NAME
OF COMMODITY:
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The
description of the materials (sometimes may be referred
to as “Goods” or “Products”) supplied under this Contract shall be
defined in Attachment-A.
5
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3.
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QUANTITY
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The
quantity of Goods supplied under this Contract is set in Attachment-A.
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4.
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PRICE:
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The
prices for the Goods supplied under this Contract are specified in Attachment-A.
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5.
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SHIPPING
TERMS:
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5.1
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The
Goods supplied under this Contract shall be shipped under the shipping
terms as stipulated in Attachment-A.
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5.2
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The
interpretation of the shipping terms selected shall be subject to
Incoterms 2000.
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6.
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SHIPPING
SCHEDULE:
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Unless
otherwise instructed by Buyer, Seller shall prepare delivery
in accordance with the Shipping Schedule as set in Attachment-A.
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7.
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PAYMENT
TERMS:
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7.1
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Payment
shall be made via T/T within thirty (30)
calendar days against each shipment after receiving the
relevant commercial invoice, packing list and the shipping document (such
as Air Waybill or B/L).
This payment term is applicable for both
Parties.
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7.2
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The
relevant invoice shall indicate the quantity delivered, unit price, total
amount, Purchase Order (PO) number, and other information as reasonably
required by Buyer.
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7.3
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If
Buyer disputes any invoice, in whole or in part, Buyer shall promptly
notify Seller of the dispute and shall pay only the undisputed portion.
Buyer and Seller shall endeavor to settle and adjust any disputed amount
timely.
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8.
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QUALITY
& WARRANTY:
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8.1
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Seller warrants that the
Goods supplied hereunder shall be of the quality set out in, conform to
and perform in accordance with the specifications
stipulated in Attachment-B or such
other specifications as agreed in writing by the
Parties.
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8.2
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Any
deviation from or modification to the specifications shall be subject to
the prior written approval of both
Parties.
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6
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8.3
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Seller warrants that the
Goods supplied hereunder shall be free and clear of all claims and
encumbrances and shall be produced and delivered in compliance with the
terms and conditions of this Contract and any applicable
laws.
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8.4
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Seller
shall also provide the specific warranty and
certificates (if any), as stipulated in Attachment-B.
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8.5
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Seller shall maintain a
true, correct, and complete set of records pertaining to its performance
of this Contract and all transactions related thereto to ensure reliable
traceability for its Products supplied to Buyer. Seller further agrees to
retain all such records for a period of at least two years after
termination of the Contract. Buyer may audit any and
all such records at any reasonable time
during.
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8.6
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Seller shall develop and
maintain appropriate quality management systems and procedures to ensure
strict quality control and quality assurance throughout the whole
production process.
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8.7
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Both Parties shall
co-operate fully with each other in achieving the highest quality
standard, and to ensure continuous improvement of
quality.
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9.
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INSPECTION:
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9.1
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Seller shall conduct
pre-delivery inspection to ensure that the quality, specifications,
quantity, packaging and requirements for safety are in compliance with the
stipulations of the Contract and each
PO.
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9.2
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Buyer shall have the
right to conduct inspection of the Goods in Sellers facilities. Seller shall afford
Buyer’s representative every facility for such purposes, including access
to Seller’s facility at all reasonable times for
audits.
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9.3
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Buyer shall conduct a
preliminary inspection within seven (7)
working
days after the arrival of the Goods at the
destination.
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10.
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DEFECTS,
DAMAGE & DISCREPANCY:
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10.1
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Notice
of Defects:
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a)
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Goods
will be considered “defective” if it fails to conform to the specifications as
detailed in Attachment-B.
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b)
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In
cases of apparent
defects, Buyer shall use reasonable efforts to report in writing to
Seller within thirty
(30) days from the
arrival date.
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7
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c)
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In
cases of hidden
(concealed) defects, Buyer shall use reasonable effort to report in
writing to Seller within ninety
(90) days from the arrival
date.
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10.2
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Remedy
of Defects:
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a)
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In
case any defects (either visible or concealed) to be found owing to
Seller’s fault, the Buyer shall have the right to reject the Goods, or to
require Seller to repair or replace the Goods at Seller's expense,
provided that claim is filed within the valid period as specified in this
Contract.
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b)
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If
Buyer opts to reject the defective Goods, Buyer shall return the Goods to
Seller, and Seller shall immediately reimburse Buyer for the cost of
return and the price paid by Buyer for the rejected
Goods.
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10.3
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Claims
for Damage/Loss:
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Claims
for damage/loss during transportation shall be handled in accordance with the
applicable Shipping Terms.
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10.4
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Surplus/Shortage:
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If
discrepancy in quantity (surplus/shortage) is found on receipt, Buyer shall use
reasonable effort to report in writing to Seller within fourteen
(14) working days
of arrival.
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11.
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LATE
DELIVERY:
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11.1
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Seller
shall ensure that Goods will be delivered timely in accordance with the
agreed shipping schedule.
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11.2
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If
Seller materially delays or becomes aware of the likelihood of a material
delay in delivery, Seller shall promptly notify Buyer in writing and
provide Buyer with full particulars of the
circumstances.
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11.3
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Buyer
shall, at its sole discretion, advise Seller whether to cancel the
relevant Purchase Order or extend the timing for
delivery.
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12.
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NOTICES
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12.1
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Any
notice and communication to a Party required or permitted by this Contract
shall be given in writing by mail, facsimile or
e-mail.
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8
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12.2
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Mail
shall be addressed to a Party at its addresses set forth in the first page
of this Contract or as amended as provided herein and shall be deemed to
have been received 7 days after its
posting.
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12.3
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Facsimiles
or e-mail shall be deemed to have been received at the time of its
successful transmission.
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12.4
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Either
Party may at any time change its address for notice or communication by
giving a written notice to the other
Party.
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12.5
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Notices
associated with each Purchase Order shall be sent to the BP Associate at
the address to be specified by that BP Associate in the Purchase Order or
otherwise in writing.
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13.
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GOVERNING
LAW
|
Regardless
of the place of contracting, place of performance or otherwise, this Contract
and all Purchase Orders thereto shall be governed by and construed in accordance
with the laws of the State of
New York, without regard to its conflict of laws rules.
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14.
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ARBITRATION
|
Any
controversy or claim arising out of or relating to this Contract and all
Purchase Orders thereto, or the invalidity or breach thereof, which cannot be
settled amicably, shall be submitted to arbitration in accordance with the United Nations Commission on
International Trade Law (UNCITRAL) Arbitration Rules.
The
arbitration shall take place in New York.
The
decision of the arbitrator(s) shall be final and binding upon both
Parties.
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15.
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ENTIRE
CONTRACT
|
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15.1
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The
above terms and conditions, together with the General Terms and
Conditions, and other documents attached hereto, constitute the
entire Contract between the
Parties.
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15.2
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All
previous understandings between the Parties either oral or written with
regard to the subject matter of this Contract are hereby cancelled and are
null and void.
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15.3
|
In
the event of a conflict among the terms and conditions herein, the
Attachments hereto, and a Purchase Order, the documents shall take
precedence according to the descending order shown
below:
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·
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The
terms and conditions herein
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·
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The
Attachments hereto
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·
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The
Purchase Order
|
9
IN
WITNESS WHEREOF, the Parties
have caused this Contract to be duly executed, in two counterparts, as of the
day first written above.
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BP Solar International Inc.
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Renesola Singapore Pte.,
Ltd.
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(Party
A)
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(Party
B)
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Signature: /s/
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Signature: /s/ Xianshou Li
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Name:
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Name:
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Title: VP Global
Operations
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Title: CEO
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Date: January 9, 2009
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Date: January 19, ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Signature: /s/
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Name:
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Date:
|
Date:
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10
SECTION
2
GENERAL
TERMS AND CONDITIONS
Table
of Contents
|
Article No.
|
Description
|
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1.
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DEFINITIONS
|
12
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2.
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SCOPE
OF APPLICATION
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12
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3.
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SAFETY
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12
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4.
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ETHICAL
BEHAVIOR
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13
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5.
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AMENDMENT
& TERMINATION
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13
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6.
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ASSIGNMENT
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14
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7.
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WAIVER
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14
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8.
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SEVERABILITY
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14
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9.
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FORCE
MAJEURE
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14
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10.
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INDEMNITY
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15
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11.
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INTELLECTUAL
PROPERTY
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15
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12.
|
CONFIDENTIALITY
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15
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13.
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TITLE
& ▇▇▇▇
|
▇▇
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▇▇.
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TAXES
& DUTIES
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16
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15.
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USE
OF COMPANY LOGO
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16
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16.
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PURCHASING
PROCESS
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17
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17.
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PACKING
& MARKING
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17
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11
SECTION
2
GENERAL
TERMS AND CONDITIONS
|
1.
|
DEFINITIONS:
|
|
|
1.1
|
“Purchase Order” means
the purchase order (PO) either paper or electronic, with related
attachments, issued by Buyer pursuant to this
Contract.
|
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1.2
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“BP Associates” means the
companies listed in Attachment-C.
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1.3
|
“ReneSola Associates”
means the companies listed in
Attachment-D.
|
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2.
|
SCOPE
OF APPLICATION:
|
|
|
2.1
|
This
Contract shall apply to the PO issued by a Party (or any of its Associates) for purchase of
the Goods from Seller.
|
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2.2
|
Where
such PO is issued by a Party (or by its Associates), the terms and
conditions of this Contract shall be automatically applicable to the
PO.
|
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2.3
|
When
an Associate issues a PO, the reference in this Contract to “Buyer” shall
mean the Associate for purposes of such PO. The Associate shall have the
same rights and obligations of the Buyer with respect to any purchases
that the Associate makes by issuing a
PO.
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2.4
|
The
Associate shall not have the ability to terminate this Contract; however,
it may terminate any of its PO, provided that the Buyer shall make up any
cancelled orders within the next monthly
period.
|
|
3.
|
SAFETY
|
3.1
For
the purposes of this Clause, “safety” shall mean all matters relating to health,
safety, security and environment; and all obligations of each Party shall include its
sub-contractors, suppliers and its and their employees, servants and
agents.
3.2
Seller shall provide to Buyer
in writing such information as is necessary relating to the storage, use,
maintenance, and disposal of the Goods, and relating to any risk to health and
safety to which the inherent properties thereof may give rise and to any
conditions necessary to ensure that the Goods will be safe and without risk to
health and safety when they are being installed, used, cleaned, maintained,
handled, processed, stored, transported, dismantled or disposed
of.
12
3.3
Each Party shall comply with
all applicable laws, regulations, policies, standards, directives and codes
pertaining to Health, Safety, and Environment (HSE).
3.4
Both Parties shall co-operate
fully with each other in achieving the highest possible standard of
HSE.
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4.
|
ETHICAL
BEHAVIOR
|
|
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4.1
|
The
Seller is aware that the Buyer’s Business Policy prohibits the giving of
any bribe or facilitation payment, and the Seller undertakes to comply
with the Policy.
|
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4.2
|
The
Seller shall not make or cause to be made any payment, gift of money or
anything of value, directly or indirectly to any person to influence a
decision in a manner that is inconsistent with the Policy of conducting
business fairly and ethically.
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4.3
|
The
Seller undertakes to notify Buyer immediately if it has knowledge of, or
suspects, a breach of this Article.
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4.4
|
Party B undertakes and
agrees to act consistently with the BP
Code of Conduct (which may be obtained from the BP Solar’s
Representative) in connection with performance of this
Contract.
|
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5.
|
AMENDMENT
AND TERMINATION
|
|
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5.1
|
This
Contract may be supplemented, amended, or modified only by the mutual
agreement of the Parties.
|
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5.2
|
Either
Party shall have the right to suspend or terminate this Contract by notice
without any compensation to the other Party if the other Party breaches
any material and substantive obligation under this Contract and such
breach shall not have been remedied within 15
days after the non-breaching Party has given notice of the breach
to the breaching Party.
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|
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5.3
|
In
the event of the insolvency, dissolution , bankruptcy or cease of business
for whatsoever reason of a Party, the other Party may without liability to
the first Party arising there from immediately terminate this Contract and
all then outstanding Purchase Orders by
notice.
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13
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6.
|
ASSIGNMENT
|
|
|
6.1
|
Seller
may not sub-contract any part of this Contract or a Purchase Order without
the prior written consent of Buyer.
|
|
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6.2
|
Seller
shall remain responsible for the performance of this Contract or a
Purchase Order by its sub-contractors notwithstanding the consent of Buyer
to the subcontracting.
|
|
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6.3
|
Neither
Party shall assign this Contract or a Purchase Order in whole or in part
without the prior written consent of the other Party, except that each
Party may assign such to it
Associate.
|
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7.
|
WAIVER
|
The
failure of either Party to require the performance of any terms of this Contract
or the waiver by either Party of any breach of any terms of this Contract shall
not prevent a subsequent enforcement of such terms, nor be deemed a waiver of
any subsequent breach.
Any
waiver shall be in writing signed by the Party providing the
waiver.
|
8.
|
SEVERABILITY
|
In case
any one or more of the provisions contained in the Contract shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof and
this Contract shall be construed as if such invalid, illegal or unenforceable
provisions had not been contained herein.
|
9.
|
FORCE
MAJEURE
|
|
|
9.1
|
“Force
Majeure” means any circumstances not foreseeable to and beyond the
reasonable control of a Party, including but not limited to imposition of
any new law, regulation or government policy, nationalization,
expropriation, confiscation, riot, war, public disturbance, strikes,
lockouts or any natural disaster such as fire, flood, earthquake and
storm.
|
|
|
9.2
|
Neither
Party shall be liable for non-performance of its obligations under the
Contract to the extent such non-performance is prevented by Force
Majeure.
|
|
|
9.3
|
The
affected Party shall notify the other Party as soon as reasonably
practicable after the occurrence of the Force Majeure event and shall use
all reasonable efforts to mitigate the effects of the Force Majeure on it.
The affected Party shall give prompt notice to the other Party when it is
able to resume performance of its
obligations.
|
14
|
|
9.4
|
If
a Party is unable to perform an obligation under this Contract due to an
event of Force Majeure for a period of six months or more, either Party
may immediately terminate this Contract by notice to the other Party prior
to the resumption of the performance of the obligation without any claims
against the other Party arising from such
termination.
|
|
10.
|
INDEMNITY
|
|
|
10.1
|
Seller
shall indemnify and hold Buyer harmless from and against all claims,
liabilities, damages, losses, costs and expenses (including legal fees)
pertaining to infringement or alleged infringement of any patent,
registered design, trade ▇▇▇▇, service-▇▇▇▇, copyright or other
intellectual property rights which arise from the Goods supplied hereunder
or any use or resale by Buyer of such
Goods.
|
|
|
10.2
|
Each
party (“the indemnitor”) shall indemnify and hold the other Party (“the
indemnitee”) harmless from and against all liabilities for death, illness
or injury to any personnel or for loss or damage to any property and
against all claims and proceedings resulting there from to the extent that
such loss, damage, death, illness or injury is attributable to the willful
misconduct, negligence or breach of contract of the first mentioned Party,
its employees or agents.
|
|
11.
|
INTELLECTUAL
PROPERTY
|
|
|
11.1
|
The
intellectual property of the design, drawings, and other technical data
provided by Buyer shall belong to
Buyer.
|
|
|
11.2
|
If
Seller and Buyer do any joint development work with respect to the Goods,
Seller and Buyer shall jointly own any inventions, improvements or
discoveries which they jointly
developed.
|
|
|
11.3
|
Other
than to the extent necessary for Buyer and its resellers, and its and
their customers to use, sell and otherwise dispose of the Goods itself,
Buyer hereby acknowledges that nothing herein contained shall be construed
as granting or transferring any Seller’s Intellectual Property
Rights.
|
|
|
11.4
|
Except
as otherwise expressly set forth herein, nothing contained herein shall be
construed as granting or transferring any of Buyer’s Intellectual Property
Rights to Seller, and no transfer or grant of such Intellectual Property
Rights is to be implied.
|
|
12.
|
CONFIDENTIALITY
|
|
|
12.1
|
All
information obtained by a Party (the “Receiving Party”) from the other
Party (the “Disclosing Party”) in connection with this Contract or the
supply of Goods under this Contract shall be deemed to be confidential
information and shall not be used by the Receiving Party except in the
performance of this Contract and shall not be disclosed by it, its
employees or agents to any third party without the prior written consent
of the Disclosing Party.
|
15
|
|
12.2
|
The
obligations under this Clause shall continue
five (5)
years after the expiration or termination of this
Contract.
|
|
|
12.3
|
The
provisions of this Clause shall not prevent
any Party from disclosing the existence of the Contract or any relevant
matter relating thereto or arising in consequence hereof to any
Governmental or regulatory body in compliance with any legal obligation to
which that Party may from time to time be
subject.
|
|
|
12.4
|
Upon
the request of the Disclosing Party, all confidential information in the
possession of the Receiving Party, including all copies and software
containing it, shall be returned to the Disclosing Party or, as instructed
by the Disclosing Party, be
destroyed.
|
|
|
12.5
|
Notwithstanding
the provisions in this Clause, each Party may at any time disclose the
confidential information to it
Associates.
|
|
|
12.6
|
Neither
Party shall, without the prior written consent of the other Party, make
any public or general announcement regarding the Contract or any Purchase
Order whether orally or in writing.
|
|
13.
|
TITLE
AND RISK
|
Unless
otherwise mutually agreed in writing, title to the Goods and
risk of loss shall
be governed by and interpreted in accordance with the applicable trade term
(shipping term) as defined in INCOTERMS 2000.
|
14.
|
TAXES
AND DUTIES
|
Unless
otherwise stated in the Contract, the obligations and responsibilities for paying customs duties, tariffs,
import taxes, export taxes shall be governed by and interpreted in accordance
with the applicable trade term (shipping term) as defined in INCOTERMS
2000.
|
15.
|
USE
OF TRADEMARK
|
Each
Party shall not use the other party’s Logo or Trademark for any purpose without
prior specific permission from the owner of the Logo (or
Trademark).
16
|
16.
|
PURCHASING
PROCESS
|
|
|
16.1
|
Buyer
may provide regular Purchase Plan to Seller
based on the actual demand and in accordance with the Shipping Schedule of
this Contract. The Purchase Plan needs to be confirmed by
Seller.
|
|
|
16.2
|
Seller
shall prepare delivery based on the confirmed Purchase
Plan.
|
|
|
16.3
|
Seller
shall issue Notice of Delivery (in the format of Proforma Invoice) to
Buyer before the scheduled shipping
date.
|
|
|
16.4
|
After
receipt of Seller’s Proforma Invoice, Buyer shall issue Purchase Orders
(PO) to Seller.
|
|
|
16.5
|
Such
PO shall indicate the actual Quantity to be delivered, the Port Name of
Shipping Destination, and the actual required Shipping
Time.
|
|
17.
|
PACKING
AND MARKING:
|
|
|
17.1
|
Goods
have to be packed in such a manner to prevent damage to the product during
transportation.
|
|
|
17.2
|
It
is the Seller’s responsibility to ensure the adequacy of the packing
used.
|
|
|
17.3
|
All
individual boxes should be clearly labeled in English
with:
|
|
|
a)
|
Description
of the product;
|
|
|
b)
|
PO
number;
|
|
|
c)
|
Supplier
name;
|
|
|
d)
|
Quantity
in each box; and
|
|
|
e)
|
Other
data that may be required by Buyer.
|
17
ATTACHMENT-A
COMMODITY,
QUANTITY, PRICE & SCHEDULE
|
1.
|
Materials Provided by
BP Solar:
|
During
the term of this agreement, BP Solar plans to supply the following materials to
RENESOLA in accordance to the following estimated schedule and at the price not
to exceed the following schedule. RENESOLA agrees to make capacity
available to support the BP Solar forecast.
|
Commodity
|
Unit Price
(not to
exceed)
|
Estimated
Annual Forecast
|
Estimated
Shipping Schedule
|
|||
|
Polysilicon
|
US$[****]*/kg
|
728
tons / year
(for
2009)
|
·
Q1: 206
MT
·
Q2: 183
MT
·
Q3: 226
MT
·
Q4: ▇▇▇
▇▇
|
▇▇ Solar
shall have the right to reduce the above quantity at any time if RENESOLA fails
to fulfill its obligations under the Contract.
BP Solar
shall have the right to increase, decrease, suspend or cancel the material
supply as forecasted above without penalty with 30 days prior written
notice.
|
2.
|
Wafers Supplied by
RENESOLA:
|
For the
polysilicon provided by BP Solar during the term of this agreement, Renesola
shall supply wafers to BP Solar at pricing not to exceed the following
schedule:
a).
Primary Schedule:
|
Wafer
Types
|
Multiplier
Ratio
|
Unit
Price (US$/pc)
(not
to exceed)
|
||||
|
Mono125mmx125mm
(180um)
|
1
kg: 70 pcs
|
[****]*
|
||||
|
Multi156mmx156mm
(180um)
|
1
kg: 53 pcs
|
[****]*
|
||||
18
b).Optional
Schedule:
|
Wafer
Types
|
Multiplier
Ratio
|
Unit
Price (US$/pc)
(not
to exceed)
|
||||
|
Mono125mmx125mm
(180um)
|
1
kg:52 pcs
|
[****]*
|
||||
|
Mono125mmx125mm
(200um)
|
1
kg:52 pcs
|
[****]*
|
||||
|
Mono125mmx125mm
(200um)
|
1
kg:85 pcs
|
[****]*
|
||||
|
Multi156mmx156mm
(180um)
|
1
kg:33 pcs
|
[****]*
|
||||
|
Multi156mmx156mm
(200um)
|
1
kg:33 pcs
|
[****]*
|
||||
|
Multi156mmx156mm
(200um)
|
1
kg:70 pcs
|
[****]*
|
||||
BP Solar
shall have the right to select the Wafer Types and Multiplier Ratios in its Quarterly Purchase
Forecast. BP Solar reserves the right to change the Quarterly
Purchase Forecast without penalty with 30 days prior written
notice.
The
actual quantity of each Wafer Type will be specified in each PO issued by BP
Solar.
RENESOLA
shall use reasonable endeavors to ensure the most competitive wafer
prices.
Both
parties agree to the prices described in primary schedule above for ▇▇
▇▇▇▇.
The
Parties shall review and adjust pricing each quarter to ensure that the pricing
applied remains the most competitive in the following quarter. The price
adjustment shall be completed a week prior to the beginning of a new
quarter.
|
3.
|
Solar Wafers Lead
Time:
|
Unless
otherwise instructed, for the silicon materials provided by BP Solar according
to the schedule described in article 1 of this attachment-A, RENESOLA shall
supply the solar wafers to BP Solar in accordance with the following
schedule:
|
|
a)
|
The 1st delivery shall be made
within 2
weeks from the date
after receipt of silicon materials provided by BP
Solar.
|
All
wafers deliveries shall be completed within 5 weeks from the date
after receipt of silicon materials provided by BP Solar.
|
4.
|
Shipping
Term:
|
Both
polysilicon and wafers will be shipped under EXW.
19
ATTACHMENT-B
SPECIFICATION
|
|
1.
|
Silicon
Material Specifications:
|
20
|
|
2.
|
Wafer
Specifications:
|
|
|
a)
|
Mono125
Wafers Specifications:
|
|
Product
|
Monocrystalline
Silicon Wafer
|
|
Conductivity
Type
|
P-type
|
|
Dopant
Species
|
Boron
|
|
Base
Area
|
125.0mm
X 125.0mm ±0.5mm
|
|
Diameter
|
150.0mm
±0.5 mm
|
|
Thickness
|
180μm±20μm;
200μm±20μm;
|
|
TTV
|
≤40μm
|
|
Crystallinity
|
Crucible-Pulled(CZ)
single with no dislocation
|
|
Resistivity
|
0.5-3Ω·cm
|
|
Orientation
|
（100）±1
degree
|
|
Carbon
concentration
|
≤
5x1017at/cm3
|
|
Oxygen
concentration
|
≤
1x1018at/cm3
|
|
Life
time
|
＞8μs
|
|
Edge
defect/ Chips
|
Not
allowed
|
|
Saw
marks
|
Depth<15
μm (No visible saw ▇▇▇▇ with naked eyes)
|
|
Crack
and Pin holes
|
No
cracks and Pin holes should be visible with naked eyes.
|
|
Wafer
surface
|
As
cut and cleaned. No stains visible with the naked eye
|
|
Taper
|
≤30
μm
|
|
Bow
|
≤50μm
|
BP Solar
and RENESOLA agree to review and amend the above wafer specifications prior to
the end of the first Quarter of 2009.
21
|
b)
|
Multi
156 Wafers Specifications:
|
|
Product
|
Multicrystalline
Silicon Wafer
|
|
Conductivity
Type
|
P-type
|
|
Base
Area
|
156.0mm
X 156.0mm ±0.5mm
|
|
Diameter
|
219.2mm
±0.5 mm
|
|
Thickness
|
180μm±20μm;
200μm±20μm;
|
|
TTV
|
≤30μm
|
|
Resistivity
|
0.8-3Ω·cm
|
|
Dopant
Species
|
Boron
|
|
Carbon
concentration
|
≤
9*1017at/cm3
|
|
Oxygen
concentration
|
≤
8*1017at/cm3
|
|
Life
time
|
≥2μs
|
|
Wafer
surface
|
As-cut
and cleaned. No grease stains and pin holes
|
|
Warping
|
≤75μm(Thickness:
180μm±20μm)
|
|
≤50μm(Thickness:
200μm±20μm)
|
|
|
▇▇▇▇▇▇
▇▇▇▇▇
|
▇▇
±0.5 degree
|
|
Edge
Chips
|
Length≤1.0mm,Depth<0.5mm
|
|
Edge
Cracks
|
Not
allowed
|
|
Saw
marks
|
Depth≤20
μm
|
|
Pin
holes
|
No
visible Pin holes with naked
eyes.
|
BP Solar
and RENESOLA agree to review and amend the above wafer specifications prior to
the end of the First Quarter of 2009.
22
ATTACHMENT-C
BP
Associates
|
Country
|
Name
|
Address
|
||
|
Australia:
|
BP
Solar Pty Limited
|
▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
||
|
USA:
|
BP
Solar International, Inc.
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
▇▇▇
|
||
|
India
|
Tata
BP Solar India Limited
|
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇
– 560 100
India
|
||
|
Spain
|
BP
Solar España, S.A.U.
|
Polígono
Industrial Tres ▇▇▇▇▇▇, ▇▇▇▇ Oeste s/n
28760
Tres Cantos (Madrid)
Spain
|
||
|
China
|
BP
Sun Oasis (Prime) Co.,Ltd.
|
Plant
5, The Export & Processing Zone,
Fengcheng
12Rd.,
Xi’an
▇▇▇▇▇▇ ▇▇▇▇▇
|
||
|
Hong
Kong
|
Solarex
Electric Ltd.
|
Flat
1138, Block D
Wah
Lok Ind. Centre,
31
▇▇▇▇ ▇▇▇ Street, Fotan, Shatin
Hong
Kong
|
BP may
add additional parties as BP Associates at its sole discretion through advance
written notice to Party B.
23
ATTACHMENT-D
ReneSola
Associates
|
Country
|
Name
|
Address
|
||
|
China
|
Zhejiang
Yuhui Solar Energy Source Co., Ltd
|
▇▇.▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇,
PRC
|
ReneSola
may add additional parties as ReneSola's Associates at its sole discretion
through advance written notice to Party A.
24