Amendments to Supply Agreement. (A) Section 1 (a) of the Supply Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
(i) Buyer or any of its “Affiliates” (defined below) may purchase any or all of the wind turbine blades (“Components”) listed in Appendix 2 from Seller or its subsidiary, TPI Composites (Taicang) Company Limited (the “Seller Subsidiary”), during the Term of this Agreement at the prices agreed to in this Agreement; provided, however, that any purchases of Components for export outside of China shall be made directly with Seller and any purchases of Components by a Buyer Affiliate located within China shall be made directly with the Seller Subsidiary who shall be the selling entity in such event. Accordingly, the terms and conditions of this Agreement (and any documents incorporated by reference herein) are to be applied if any of Buyer or Buyer’s Affiliates purchases Components from Seller or the Seller Subsidiary, as the case may be. Seller represents and warrants that it has the authority to bind its Seller Subsidiary and it shall be jointly and severally liable for any Orders accepted by the Seller Subsidiary. To the extent that a Buyer Affiliate places Orders with the Seller Subsidiary, Seller’s obligations hereunder shall be binding on the Seller Subsidiary and the Seller Subsidiary shall deemed to be a “Seller” under this Agreement. Notwithstanding anything herein or in the GEE Purchase Terms to the contrary, any dispute arising under an Order between Seller Subsidiary and Buyer’s China Affiliate shall be finally settled by arbitration in Beijing by the China International Economic and Trade Arbitration commission with its arbitration rules and the Order shall be governed by the laws and regulations of the People’s Republic of China.
(ii) The obligations hereunder related to Buyer’s Annual Purchase Commitment shall only apply and be binding upon Buyer and not any Buyer Affiliate(s) placing Orders; except that (1) any Components actually purchased by Buyer’s Affiliates shall be counted toward Buyer’s Annual Purchase Commitment and (2) any events which, pursuant to the terms of this Agreement, would cause a reduction in Buyer’s Annual Purchase Commitment if experienced by Buyer shall reduce Buyer’s Annual Purchase Commitment if experienced by an Affiliate. In enforcing its rights against any such Buyer Affiliate under this Agreement and any Order issued hereunder, Seller and the Seller Subsidiary shall look solely to the purcha...
Amendments to Supply Agreement. (A) Section 1 of the Supply Agreement is hereby amended by adding the following new Sections (h) and (i):
Amendments to Supply Agreement. (a) Section 3(a) of the Supply Agreement is hereby amended by deleting it in its entirety and replacing it with the following: “Unless extended or unless terminated under this Section 3, this Agreement will remain in effect until December 31, 2016 (the “Term”),”
(b) Section 3(b) of the Supply Agreement is hereby amended by deleting it in its entirety and replacing it with the following: “Beginning in 2015, Buyer may terminate this Agreement without cause by giving prior written notice to Seller in accordance with Appendix 4, provided that Buyer shall: (i) pay to Seller the applicable termination for convenience fees set forth in Appendix 4; [...***...], less any outstanding Advance, after which the Advance shall be deemed to have been paid in full. Seller waives all termination claims not specifically reserved in this Agreement.”
(c) Appendix 2 of the Supply Agreement is hereby amended by adding the following to the end of the first paragraph thereof: For purposes of this Agreement, from and after the Effective Date, the term Component shall mean only the wind turbine blades specified in Buyer’s drawing number [...***...] as further described in the specifications previously delivered to the Seller which specifications may be changed by Buyer and agreed to by the Seller from time to time.”
(d) Appendix 2 of the Supply Agreement is hereby further amended by the following new paragraph after the fifth paragraph thereof: “The initial Price Schedules for the wind turbine blade specified in Buyer’s drawing [...***...] and for the wind turbine blade specified in Buyer’s drawing [...***...], beginning in 2014, shall be [...***...] for the wind turbine blade specified in [...***...] for the wind turbine blade specified in [...***...], and such resulting prices, as such prices may be adjusted as set forth herein, are referred to herein as the “Full Capacity Price(s)”.
(e) Section 3.2 of Appendix 3 of the Supply Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
Amendments to Supply Agreement. The Supply Agreement is hereby amended as follows:
a. The third sentence of Section 7 is hereby amended by deleting the reference to “Company” and replacing such deleted reference with “X. Xxxxx”, effective as of September 15, 2003.
b. Section 11 is hereby amended by deleting the reference to “Company Parties” and replacing such deleted reference with “Company, its officers, directors, employees, agents and/or subcontractors”, effective as of September 15, 2003.
Section 12.1 is hereby amended by deleted the reference to “2004” and replacing such deleted reference with “December 31, 2006”, effective as of September 1, 2004.
X. Xxxxx shall the option to extend this agreement for two (2) additional years by providing supplier written notice of such extension at least 60 days prior to December 31,2006.
Amendments to Supply Agreement. 2.1 The first paragraph of Section 2.1 of the Supply Agreement shall be modified in its entirety as set forth below:
Amendments to Supply Agreement. 1.1 “Perryville III Corporate Park, 00 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000” shall be replace with “000 Xxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000” in each instance that is appears throughout the Supply Agreement.
Amendments to Supply Agreement. (a) The following is hereby added to the end of Section 2.1 of the Supply Agreement (“Supply and Purchase of Products”): “Customer acknowledges that while Manufacturer endeavors to deliver the exact quantity of Products ordered, this is not always possible due to custom manufacturing and quality control efforts. Therefore, notwithstanding anything contained in this Agreement to the contrary, Manufacturer reserves the right, and Customer hereby consents to allow Manufacturer, to ship and subsequently xxxx or credit Customer’s charge card or account for up to 10% over or under the desired Product quantity, and Customer acknowledges and agrees that some Product orders may be filled in two or more shipments.”
(b) Section 4.3 of the Supply Agreement is hereby amended and restated in its entirety as follows:
Amendments to Supply Agreement of the Supply Agreement shall be amended and restated in its entirety to read as follows:
Amendments to Supply Agreement
