EXHIBIT 10.28
SALE AND PURCHASE AGREEMENT
THIS AGREEMENT is made on March 7,2007.
BETWEEN:
(1) SINOLINK DEVELOPMENT LIMITED, whose registered office is at: Xxxxx 000X
0/X, Xxxxxxx Xxxxxx, 00 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (THE BUYER); and
(2) BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO. LTD., whose registered
office is at No.3055 Middle Fuxing Road, Baoding (071051) CHINA (THE SELLER/THE
MANUFACTURER).
WHEREBY IT IS AGREED as follows:
1. The Seller undertakes to supply eight (8) megawatt solar modules (the
"Product") to the Buyer for the delivery duration from April 2007 to Dec
2007. The Seller undertakes to supply the said product in accordance with
the Monthly Delivery Plan confirmed by the Parties at least two weeks in
advance before the new month begins, otherwise the Seller shall liable for
the cost of obtaining equivalent products.
2. The Seller shall sell and the Buyer shall purchase the Products specified
below:
2.1 Product Description: 160Wp-180Wp, 1310x990x50 and/or 1580x808x50
Poly-crystal silicon solar module (including connectors and cables)
2.2 Price per watt: USD3.62 F.O.B. (Upper limit) for the delivery
duration period between April 2007 to Dec 2007, quarterly price
review between the parties shall be carried one month before the new
quarter begins, the price quoted from the Seller to the Buyer is the
most favorable price, and in accordance with the market situation.
3. The technical specification (see appendix and/or attachments), the
particular conditions, the general conditions and warranties supplied by
the Seller to the Buyer shall be deemed to form and be read and construed
as part of this Agreement. Each party represents to the other party that
all representations made by it pursuant to the Agreement are true and
accurate as of the date of this Agreement. The Seller undertakes to give
the Buyer prior written notice for any amendment, alteration to the said
products. The Buyer can decide either to accept or refuse the delivery of
the modified products. The Seller undertakes to fully comply all technical
specifications provide by the Buyer. The standard of measurement shall
according to the test reports from the Xxxxxxxxxxx Institute provided by
the Buyer from time to time.
1
4. The Consideration shall be paid by the Buyer to the Seller as follows:
4.1 The currency used for the transactions can be settled either in US
dollar or EURO. The Seller agrees the Buyer can choose the most
preferable currency upon placing the purchase order.
4.2 All prices quoted from the Seller to the Buyer is F.O.B. (Free On
Board). The Seller undertakes to give the Buyer the most favorable
price both for unit projects and for regular roof-top project
orders.
4.3 The pattern of payment shall be: [-]* payment from the Buyer to the
Seller [-]* weeks after the date of shipment. The Seller shall
provide the proof information of the freight forwarder that the
products invoiced have been shipped to the Buyer. Such information
will usually be provided via the Xxxx of Lading, a packing list,
certificate of origin and the commercial invoice.
5. Time of Shipment. Within 24hours after the inspection of goods by the
Buyer or its authorized representatives.
6. Completion documentation shall consist as follows:
6.1 Full set of Bills of Lading.
6.2 Three set of invoice.
6.3 Three set of Packing List.
6.4 Shipment Notice from the Seller. The Seller shall inform the Buyer
within 24 hours of the shipment dispatched of the name of the
vessel, voyage number, date, quantity, weight and value of the
shipment by fax. The Xxxx of Lading, invoice and packing list shall
be faxed to the Buyer when it's available, followed with original
copy courier to the Buyer's Representative Office in Beijing.
7. Packing and Shipment.
7.1 Package. Seaworthy packing, the Seller undertakes the packing is
free from any mechanical, chemical, corrosion or other damage
sustained during transport, handling, storage, erection or
subsequent to erection.
7.2 All components shall have a bar code or serial number, main
component shall consist technical specification label on its back,
detailed bar code or serial numbers of the components shall be seen
outside the box or carton.
7.3 Port of Loading: Xingang, Tianjin, China.
7.4 Port of Destination: Seaport Germany.
--------------------
* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
2
7.5 The Seller shall at all times and at its own expense strictly comply
with all applicable laws, rules, regulations and government orders,
now or hereafter in effect, relating to the export with respect to
the Products or its performance of this Agreement.
8. The Seller shall responsible for the safety and free from any damages of
the products prior the products on board. The Buyer shall responsible for
the transportation insurance thereafter.
9. Warranties and Technical Specification.
9.1 The Seller/Manufacture warrants that all the product supplied to the
Buyer, includes but not limited to all relevant accessories,
devices, parts, connectors, cord and wires supplied to the Buyer
and/or its principals are manufactured from approved materials that
is fully comply with industry standard (IEC61215, CE and TUV safety
Class II) and/or in accordance with the Buyers recommendations and
will have a full warranted period of 60 months from the date of
shipment for the replacement and exchange of affected product.
9.2 The Seller/Manufacture shall only be liable for: (a) the cost of
replacing the product, labor cost associated with the installation
or removal of affected product; (b) the cost of obtaining equivalent
product; (c) the cost of shipment and transportations for product
exchange and replacement; or (d) the cost of having the project
repaired, replaced, whichever is the lower.
9.3 Specification. The specification of solar panel will be indicated in
the labels. Power tolerance shall be (a) all positive (+%) for each
container; and (b) -3%to+3% for each module within the same
container.
9.4 The Seller/Manufacture confirms and provides the Buyer with
IEC61215, CE and TUV safety class II certifications. And any other
certifications from time to time should there are any new changes or
amendments to the Products.
9.5 The Seller shall provide the Buyer flash-testing results of the
products before each shipment. The reference panel for flash-testing
shall be based on measurement of the Xxxxxxxxxxx Institute in
Germany.
9.6 The Manufacturer represents and warrants to the Buyer that the solar
panel to be free from any defects in the absence of misapplication,
mis-installation or omission on the part of the Seller. Without
prejudice to any other remedy available to the Buyer, the
Manufacture promises that it shall provide free repair, replacement
or buy-back from the customer on the date of purchase price within
60 months from the date of the shipment which appears on the Xxxx of
Lading. The Manufacture further guarantees that the output power of
its PV module will reach 90% or above during the first 10 years from
the date of installation, 80%
3
or above within 25 years from the date of installation, otherwise
free replacement or buy-back according purchase price services will
be provided by the Manufacture.
10. General Terms.
10.1 The Seller agrees not directly or engage any person, agent,
associates, or consultant in sell, market or distribute the Products
to the Buyer's principals or customers without obtain prior written
consent from the Buyer.
10.2 The Seller shall assist the Buyer in contact the Buyer's shipping
forwarder ten days in advance of each shipment to ensure the
shipment can be booked and collected by the Seller.
10.3 Inspection before shipment. The Buyer or its duly authorized
representative shall carry out inspection of the goods in the
Manufacture's site, and shall issue a duplicate letter of inspection
to the parties. If the Buyer or its representative fails to carry
out the inspection three days prior the shipment, the Seller may
deemed the goods has been duly inspected and satisfied by the Buyer,
and the Seller can dispatch the shipment. The Buyer shall carry out
further inspections whenever the Buyer feels it is appropriate or
necessary.
10.4 Each of the obligations, warranties and undertakings set out in this
Agreement which is not fully performed at completion will continue
in force after completion.
10.5 Confidentiality. Neither party shall disclose the terms of this
Agreement to any third party except as required by laws or as
reasonable required to protect or enforce a party's rights. The
disclosing party shall provide the other with prior written notice
of any such required disclosure.
11. Dispute Resolution. Any dispute or difference arising out of or in
connection with this Agreement shall first be settled amicably between the
parties. If the negotiation is abandoned by either party, then such
dispute or difference shall be referred to and determined by arbitration
at Hong Kong International Arbitration Center and in accordance with its
Domestic Arbitration Rules.
12. This Agreement shall in all respects is governed by and shall be
interpreted in accordance with the Domestic Laws.
4
AS WITNESS the hands of the parties hereto the date first hereinbefore written.
SIGNATORIES
SIGNED by /s/ Xxxxxxxxx Xxxx
--------------------------------------------
Xxxxxxxxx Xxxx, Chief Executive Officer for and on
behalf of
THE BUYER
in the presence of:
SIGNED by /s/ Tianyi Shi
--------------------------------------------
Tianyi Shi
for and on behalf of
THE SELLER
in the presence of:
5
