Supply Contract
Between
Bangkok
Solar CO,L TD and NP Capital Corp.
Meeting
on the 19'h of January.
2008, at the office of Bangkok Solar CO,LTD., Chacheangsao. Thailand,
(hereinafter referred to as "BSC") on the one part, and NP
Capital Corp.
(hereinafter referred to, as -NPC") on the other part, as
follows:
WHEREAS
BSC is the beneficial owner of a factory manufacturing solar modules
with the a-Si (amorphous silicon) technology in Thailand. and,
WHEREAS
BSC is interested in having said a-Si solar modules marketed in
North America
WHEREAS
NPC has declared itself capable of implementing such marketing
activities on BSC's behalf. in North America
IT
HAS BEEN MUTUALLY AGREED, AS FOLLOWS:
Two
duly
authorized representatives of BSC and NPC, Dr. Krisada Chongphaibuipatana
(Vice-President/ Sales & Marketing Department) and Xx. Xxxxxxx X. Xxxx
(CEO), have investigated on the potential of marketing BSC's a-Si solar modules,
in North America, through the services of NPC,
NPC has arranged to provide BSC with proper
market and
competitor information, potential customers, marketing activities and the
ongoing implementation schedule, in the framework of a performance of
NPC on North America.
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2.
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Based
on
the
above
information and following contract negotiations between BSC and
NPC. BSC has agreed to grant NPC an exclusive distributor
right for it's a-Si solar modules for the territory of the North
America,
with an initial sales quota of 20 Megawatts of modules, for the trial
year
during the period of 12 months after BSC got UL certificate. This
sales
quota will be adjusted, upwards, or downwards, by mutual agreement
of
the
Parties, together with
the CIF
Price USA WEST
COAST
PORT
and
the exclusive right and Payment Term Condition referred to
under
Paras 3.
and 4.
in according of this Supply
Contract.
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3.
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The
Exclusive right in North America Distributor condition
:
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a)
BSC will grant this Exclusive North American Distributor to NPC.
if NPC
fully perform as per the or.wriised of item 4 after the 6 months
of
getting UL Certification's.
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1
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b)
NP Capital is granted the Exclusive Rights for North American,
BSC
will therefore not effect any deliveries to other customers in North
American, Unless NP Capital could not accept the Quantity which BSC
would
like to share in the North American Market, BSC has the right to
sell to
other customers in North American with the condition that the discussion
has to be done between two parties first and the Price should not
be lower
than what the NP Capital gets. Furthermore, NP Capital undertakes
not to
conclude any agreement with customers of BSC, in particular also
from
outside North American Market.
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4.
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Orders. Prices, Shipment, and Terms of Payment |
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a.
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Orders.
Bangkok Solar agrees to sell to NP Capital twenty (20) MWp solar
modules
and the shipment of total amount 20 MWp will be shipped to NPC
within 12 month after BSC got UL certificate at the price
listed
below. The parties tentatively agree to the following order schedule
:
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Month
1
: 1.0
MWp
Month
2 : 1.0
MWp
Month
3 : 1.5
MWp
Month
4 : 1.5
MWp
Month
5 : 1.5
MWp
Month
6 : 1.5
MWp
Month
7 : 2.0
MWp
Month
8 : 2.0
MWp
Month
9 : 2.0
MWp
Month
10 : 2.0
MWp
Month
I
I : 2.0
MWp
Month
12 : 2.0
MWp
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b.
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Product Price. The
Product price shall be USD/Wp
for the first 15 MWp and USD/Wp
for the last 5 MWp. The Product price shall be calculated using
a Thai
Baht to United States Dollar exchange rate of 33.85 ("33.85 Bht/USD").
Notwithstanding the foregoing, the foregoing Product price shall
be
adjusted if on the date any goods purchased hereunder clear U.S.
customs
(the "Delivery Date"), the exchange rate for U.S. Dollars into
Thai Baht
("Exchange Rate") is less than 33.35 Bht/USD or greater than 34.35
Bht/USD. In such event, the Product
price shall be the product of 1111
USD
multiplied by a fraction, the numerator of which is the Exchange
Rate (as determined by the Bank of Thailand's Average Interbank
Exchange
Rate) as of the Delivery Date and the denominator of which is 33.85.
All
prices and sums payable shall be in United States Dollars. NP Capital
shall be free to establish its own resale price for the resale
of the
Products in the
Territory.
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2
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c.
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Shipment.
All Products shall be shipped on CIF term ( lncoterrns 2000) to NPC
at the
shipping location specified by NPC, but within the west coast USA
port,
BSC agrees (i) to obtain, or to assist NPC in obtaining, all local
required licenses and permits then in effect. and (ii) to not export
or
ship the Products except in compliance with all applicable rules
and
regulations.
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d.
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Terms
of Payment.
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All
the
payments for the Goods shall be made in USD currency by :-
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-
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T/T
in advance within fourteen (14) days of each particular order as
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-
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as
an
irrevocable letter of credit at sight with confirmed by
first class international bank designated by the BSC. The letter
of credit
shall be established by NPC on ten (10) days prior to
each scheduled shipment date and has to be valid for no less then
thirty
(30) days after the latest date allowed for the
shipment.
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NPC
shall bear all banking expenses associated with the establishing of the letter
of credit. The shipments will only consist of fully loaded
containers.
Except
otherwise agreed by the parties, such as, for more than 5 MWp special project
inquiries, the price and delivery schedule shall be discussed and agreed upon
both parties.
Warranty
and Indemnification. BSC agrees to warrant the Products as attached
document.
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6.
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Choice
of Law. This Contract is intended to be governed by laws of the
Thailand without regard for choice of law principles, and the obligations,
rights and remedies of the parties hereto will be determined in accordance
with such laws.
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7.
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Term. The
term of this Contract begins on the date of execution of this Contract
by
BSC and continues
for twelve (12) months after BSC got UL
certificate
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8.
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Expenses.
Except as otherwise expressly provided herein, the parties will be
responsible for their own costs and expenses, including counsel fees,
incurred it
connection with the Transaction contemplated by this
Contract.
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9.
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Future
Contract. The parties agree to diligently work toward the
execution of a definitive distribution agreement with a term of five
(5)
years, consistent with the terms of this
Contract.
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3
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10.
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Exclusive Distributor Performance
Evaluation.
Parties
agree that at the end of the trial period they will jointly evaluate
NPCactivities
during the said period and will adjust NPC annual quota
accordingly as appropriate. Such joint evaluation-and said
appropriate changes would have to take place within three months
before the end of the trial period. 12 months after BSC got UL
certificate)
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11.
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Termination of
Distribution.
A party has the right to terminate this
contract if the
other party breaches any clause of this contract and does not
remedy
within 60 (sixty) days after receiving the advice of contract
breaching or
any case by the party.
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12.
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PV
Trade Show in USA
BSC
commit to response one (1) PV trade show booth expenses
in USA on the
trial period contract. (Within twelve (12) months after
BSC got UL
certificate).
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IN
WITNESS WHEREOF, the parties hereto have signed and executed this
Supply Contract as of the Date on 19th of January, 2008 by and
between.
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Bangkok
Solar CO., LTD.
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||||
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/s/Krisada
Chongphaibulpatana
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/s/
Xx.
Xxxxxxx X.
Xxxx
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|||
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Dr.
Krisada Chongphaibulpatana
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Xx.
Xxxxxxx X. Xxxx
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(Vice-President/Sales
& Marketing Department)
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(CEO)
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| /s/Rangsun Kanjanangurapun | ||||
| Mr. Rangsun Kanjanangurapun | ||||
| (Sales & Marketing Department Manager) | ||||
4
Amorphous
Silicon Photovoltaic Module
Limited
Warranty
Bangkok
Solar Co.,Ltd (BSC) warrants its photovoltaic module against defects in
workmanship and materials for five (5) years from the aate of shipping BSC
will
replace. or repair and return, any module or module part(s) found upon
inspection to be defective in workmanship or material Upon written authorization
from BSC , the module or module part(s) should be promptly shipped to BSC with
transportation costs prepaid. !f the module or module part(s) is found to be
defective within the terms of this warranty, credit will be issued to offset
the
transportation cost of the return to BSC , and the repaired or replacement
module or module part(s) will be returned prepaid by BSC If the module or module
part(s) is not found to be defective, within the terms of this warranty. BSC
will notify the original purchaser and arrange for the original purchaser to
prepay return transportation costs BSC is not responsible for labor or other
charges necessitated by the removal and reinstallation of any defective module
or module part(s)
In
addition. for a period of twenty (20) years from the shipping date, BSC warrants
to the original purchaser that its module will produce at !east 80% of the
rated
power output at standard test conditions as specified by BSC at the time of
shipping In the event that the module produces less than 80% of the rated power,
BSC will at its option either replace the deficient module or provide the
original purchaser with additional module(s) to make up said
deficiency.
This
warranty does not apply to damage
caused
by storm, fire, wind, accident. or similar casualty or by improper electrical
supply. improper installation, careless handing, misuse, or negligence. BSC
shall not be liable for any consequential or incidental damages to the original
purchaser or anyone else
This
warranty and BSC obligations hereunder is expressly in lieu of all other
warranties including, but on limited to. the implied warranties of
merchantability and fitness for a particular
purpose
This
warranty gives the original purchaser specific legal rights, and there may
also
be other applicable rights that vary from location to location.
If
warranty service is believed to be needed, please contact:
Bangkok
Solar Co.,Ltd.
000/0
Xxxxxxx Xx., Xxxxxxxx.
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx 00000
TEL
0-0000-0000-0. 0-000-0000-0
FAX.
0-0000-0000, 0-0000-0000
E-mail
. xxxxx@xxxxxxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxxx
The
original purchaser should retain the receipt or other proof of purchase as
it
may be needed to establish rights under this warranty.
5
