Exhibit 10.8
PURCHASING AGREEMENT
Date: January 5, 2007
THE BUYERS: JIANGXI LDK SOLAR HI-TECH CO., LTD.
Address Xinyu High Tech Development Zone, Xinyu, Jiangxi Province, China
Tel: 00-000 0000 0000 Fax: 00-000 0000 0000 Post Code: 338032
THE SELLERS: HCT SHAPING SYSTEMS SA
Address Xxxxx xx Xxxxxx 00, XX-0000 Xxxxxxxx, Xxxxxxxxxxx
Tel: x00-00-000 9100 Fax: x00-00-000 9101
This Purchasing Agreement is made by and between the buyers and the Sellers for
the purchase of HCT equipment under following terms and conditions:
1. The Buyers will place order to the Sellers for a total order of no less
than 170 units of HCT wire saw model E500SD-B/5 and no less than 65 units
of HCT wire saw model SQUARER.
2. The order and delivery shall be completed before December 31, 2008.
3. The unit price for HCT wire saw model E500SD-B/5 is USD825,000.00. The
price for HCT wire saw model SQUARER is USD730,000.00. The Sellers agree to
keep these prices and valid for the delivery until December 31, 2008.
However, the Sellers has the right to adjust the prices if the USD-CHF
currency fluctuation is more than 5% of the current prevailing exchange
rate at 1.31.
4. Payment terms: 15% advance payment paid by T/T to the Sellers' account in
Switzerland within 10 days after the aforesaid Contract is signed by both
parties. 75% of contract value shall be paid by an irrevocable L/C 30 days
before the shipment, 10% balance payment shall be effected by T/T within 10
days after the machine is installed and accepted.
5. A separate contract shall be established for each delivery from the
Sellers. This contract is used for the executions of payments, customs
declarations and the machine commissioning. Both parties have discussed and
mutually agreed to terms and conditions of the contract as appeared in the
appendix of this Agreement.
The Buyers The Sellers
JIANGXI LDK SOLAR HI-TECH CO., LTD. HCT SHAPING SYSTEMS SA
/s/ Xxxxxxxx Xxxx /s/ Xxxxxx Xxxxxxxxxxxx
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CONTRACT
No.
---------------------------
Date:
---------------------------
THE BUYERS: JIANGXI LDK SOLAR HI-TECH CO., LTD.
Address: Xinyu High Tech Development Zone, Xinyu, Jiangxi Province, China
Tel: x00-000 0000 0000 Fax: x00-000 00000000 Post Code: 338032
THE SELLERS: HCT SHAPING SYSTEMS SA
Address: Xxxxx xx Xxxxxx 00, XX-0000 Xxxxxxxx, Xxxxxxxxxxx
Tel: x00-00-000 9100 Fax: x00-00-000 9101
This Contract is made by and between the buyers and the Sellers whereby the
Buyers agree to buy and the Sellers agree to sell the goods according to the
terms and conditions stipulated hereunder:
1.
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Item Goods Specifications Unit Qty Unit Price Total Amount
(USD) (USD)
------- ------------------------------------------------------------------- ------- -------- -------------- -----------------
1. HCT Wire Saw Model E500SD-B/S detials as per appendix No. 1, Sets
2 3 & 4
2. HCT Wire Saw Model SQUARER, details as per appendix No. 1, Sets
2 3 & 4
Net total
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Total Contract Value: USD CIP Shanghai, China
U.S.DOLLARS
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Remarks: Prices in this contract are valid for the ordered quantities stated above. Any reduction in ordered quantities will be
subject to price revision.
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2. COUNTRY OF ORIGIN AND MANUFACTURER: HCT SHAPING SYSTEMS SA, Switzerland
3. Main machine will be packed in steel frame and plastic cover suitable for
air transportation. Goods other than the main machine will be packed in
wooden boxes. The wooden packaging materials shall be prepared and stamped
in accordance with ISPM #15 (International Standards on Phytosanitary
Measures issued by the International Plant Protection Council IPPC), in
place of the Certificate of Wood Fumigation issued by the local government
authorities.
During the shipment transit time, the goods must be stored indoors or with
proper shelter against rain and humidity.
The Sellers shall be liable for any damage to the commodity and expenses
incurred on account of improper packaging and for any rust attributable to
inadequate or improper protective measures taken by the Sellers in regard
to the packing.
4. SHIPPING XXXX: The Sellers shall xxxx on each package with fadeless paint
the package number, gross weight, net weight, measurements and the
wording:" Keep away from moisture" "Handle with care" "This side up " and
the shipping xxxx:
--------------
SHANGHAI/CHINA
3. TIME OF SHIPMENT: Details as per the appendix 3, subject to the advance
payment being remitted on time. Any delay in advance payment date may delay
shipment date.
5. PORT OF SHIPMENT: Swiss airport, Switzerland
6. PORT OF DESTINATION: Shanghai airport, China
7. INSURANCE: To be covered by the Sellers
8. PAYMENT:
a) 15% advance payment shall be effected by T/T directly deposited to the
Sellers' bank account in Switzerland within 10 days after the contract
is signed. The Sellers shall furnish the Buyers invoice and bank
guarantee prior to the advance payment to be made by the Buyers.
The Seller's bank account:
UBS SA Lausanne, 243-FS101770.2
IBAN CH 13 0024 3243 FS10 1770 2
BIC XXXXXXXX00X
b) 75% by L/C: The Buyer shall, 30 days prior to the delivery, open an
irrevocable Letter of Credit with any official bank in P.R. China, in
favor of the Seller, for 75% of the total value of shipment. The
credit shall be available against Sellers' draft(s) drawn at sight on
the opening bank for the invoice value accompanied by the shipping
documents specified in Clause 10 hereof. Payment shall be effected by
the opening bank by telegraphic transfer against presentation to them
of the following draft(s) and documents. The Letter of Credit shall be
valid for 12 months.
c) 10% balance payment shall be effected by T/T directly deposited to the
Sellers' bank account in Switzerland at sight of Machine Acceptance
Protocol signed by the Buyers.
d) The advance payment is due within 10 days after the contract's
signature. Otherwise, the Seller reserves the right to revise the
contract value according to the Swiss franc prevailing exchange rate.
e) If the final machine acceptance at the Buyers' site does not take
place within 5 weeks following the arrival of machine at the entry
port/airport of destination through no fault of Sellers, the final 10%
of payment shall become payable immediately.
f) All the bank charges incurred inside China shall be borne by the
Buyers and the bank charges incurred outside China shall be borne by
the Sellers.
9. DOCUMENTS:
a) Full set of Airway bills showing freight prepaid and consigned to the
party as instructed in the aforesaid L/C
b) Manually Signed Commercial invoice in 3 originals indicating the
Contract number and shipping xxxx and made out in details as per the
Contract
c) Certificate(s) of origin of the goods issued by the Sellers
d) Packing list/Weight Memo in 3 originals issued by the Sellers
e) Certificate of Quality and Quantity in one copy issued by the Sellers
f) Full set of Insurance Certificate for 110% of the invoice value,
showing claims payable in People's Republic of China, in currency of
the draft, blank endorsed, covering All Risks
g) Copy of shipping advice to the Buyers
h) For final 10% payment, a signed copy of machine test acceptance
certificate
10. SHIPMENT: CIP Terms (Airfreight)
The Sellers shall contract on usual terms at his own expenses for the
carriage of the goods to the agreed point at the named place of destination
and bear all risks and expenses until the goods have been delivered to the
first carrier.
11. SHIPPING ADVICE:
The Sellers shall within 2 working days after the shipment of the goods,
advise the shipping department of the Buyers by fax of Contract No., goods
name, quantity, value, invoiced value, invoice No., gross weight, air
waybill No., flight No., etc.
12. GUARANTEE OF QUALITY:
The Sellers guarantees that the commodity hereof is made of the best
materials with first class workmanship brand new and unused, and complies
in all respects with quality and specifications stipulated in the Contract.
The guarantee period shall be 15 months counting from the date on which
the commodity arrives at the port of destination or 12 months after the
machine acceptance test is passed, whichever comes first.
In case of defectives judged according to the quality standard agreed by
both the Buyers and the Sellers, following article 14 shall be observed.
13. CLAIMS:
Within 90 days after the arrival of the goods at destination, should the
quality, specification or quantity be found not in conformity with the
stipulations of the Contract except those claims for which the insurance
company or the owners of the airfreight are liable, the Buyers, on the
strength of the Inspection Certificate issued by the China Entry-Exit
Inspection and Quarantine Bureau, have the right to claim for replacement
with new goods, or for compensation, and all the expenses (such as
inspection charges, freight for returning the goods and sending the
replacement, insurance premium, storage and loading and unloading charges,
etc.) shall be borne by the Sellers. As regards to the quality, the Sellers
guarantee that if, within 12
months from the date of arrival of the goods at destination, damages occur
in the course of operation by reason of inferior quality, bad workmanship
or the use of inferior materials, the Buyers shall immediately notify the
Sellers in writing and put forward a claim supported by Inspection
Certificate issued by the China Entry-Exit Inspection and Quarantine
Bureau. The Certificate so issued shall be accepted as the base of a claim.
The Sellers, in accordance with the Buyers' claim shall be responsible for
the immediate elimination of the defect(s). Where necessary, the Buyers
shall be at liberty to eliminate the defect(s) themselves at the Sellers'
expenses. If the Sellers fail to answer the Buyers within one month after
receipt of the aforesaid claim, the claim shall be reckoned as having been
accepted by the Sellers.
14. FORCE MAJEURE:
The Sellers shall not be held responsible for the delay in shipment or
non-delivery of the goods due to Force Majeure, such as war, serious fire,
flood, typhoon and earthquake, strike or other events agreed upon between
both parties, which might occur during the process of manufacturing or in
the course of loading or transit. The Sellers shall advise the Buyers for
their acceptance a certificate of the accident mentioned above and within
fourteen days thereafter, shall send by airmail to the Buyers for their
acceptance a certificate of the accident issued by the Competent Government
Authorities, where the accident occurs as evidence thereof. Under such
circumstances the Sellers, however, are still under the obligation to take
all necessary measures to hasten the delivery of the goods. In case the
accident lasts for more than 10 weeks, the Buyers shall have the right to
cancel this Contract.
15. LATE DELIVERY AND PENALTY:
Should the Sellers fail to make delivery on time as stipulated in this
Contract, with exception of Force Majeure specified in Clause 15 of this
Contract, the Buyers shall agree to postpone the delivery on condition that
the Sellers agree to pay a penalty, which shall be deducted by the paying
bank from the payment. The penalty, however, shall not exceed 5% of the
total value of the goods involved in the late delivery. The rate of penalty
is charged at 0.5% for every seven days, odd days less than seven days
shall be counted as seven days. In case the Sellers fail to make delivery
six weeks later than the time of shipment stipulated in this Contract, the
Buyers shall have the right to cancel this Contract.
16. ARBITRATION:
All disputes with this Contract or the execution thereof shall be settled
friendly through negotiations. In case no settlement can be reached, the
case may then be submitted for arbitration to the China International
Economics and Trade Arbitration Commission in accordance with the Rules of
Arbitration promulgated by the said Arbitration Commission. The Arbitration
shall take place in Shanghai and the decision of the Arbitration Commission
shall be final and binding upon both parties; neither party shall seek
recourse to a law court nor other authorities to appeal for revision of the
decision. Arbitration fee shall be borne by the losing party.
17. SPECIAL PROVISIONS:
a) Upon the Buyers' request, the English version of this Contract is
translated into Chinese language for reference only. Shall there be
any contradictions found in the Chinese translation versus the English
version, the original English version shall prevail.
b) All appendixes to the Contract shall form an integral part of the
Contract and have the same effectiveness as the Contract. IN WITNESS
THEREOF, both parties signed this Contract in three original copies,
each party holds one copy.
The Buyers: The Sellers:
LDK SOLAR HI-TECH CO., LTD. HCT SHAPING SYSTEMS SA
-------------------------------- --------------------------------
Date: Date:
Appendix No. 1 to Contract No. dated
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Bank Guarantee information
The bank guarantee shall be sent directly to the following bank:
Remitter: JIANGXI LDK SOLAR HI-TECH CO., LTD.
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Bank Name in full: INDUSTRIAL & COMMERCIAL BANK OF CHINA, JIANGXI PROVINCIAL
BRANCH
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Bank Address: 0 XXXXX XXXXXXXXX XXXX, XXXXXXXX, XXXXXXX, XXXXX
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Swift Code XXXXXXXXXXX
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Appendix No. 2 to Contract No. dated
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Pos Description Qty
------- ---------------------------------------------------------- --------
------- ---------------------------------------------------------- --------
101 HCT Wire Saw Model E500SD-B/5
Basic configuration including:
One wire saw machine 3x 400V 50 Hz
Side-by-side double ingots table (replaced standard table)
One slurry tank with pump(s) and mixer
Slurry flow and density measurement unit(s)
One set of wire guides, coated and grooved
One disposal wire spool shaft adapter
One take-up spool and its shaft adapter
One set of ingot holder(s) with gluing plate(s)
Operating software for Window NT with menu in Chinese NT
Complete set of machine documentation
One set of standard metric tools
One set of special HCT tools
Modern for connection to remote computer
200 MACHINE OPTIONS (ADDITIONAL TO POS 101):
201 Set of machine consumables for the start up on site
203 Power supply failure protection for wire saw
207 Quick release hydraulic take up spool
208 Side-by-side double ingots table (replaced standard table)
209 High load feature (2x 61kw, 140kw cooling, 550L tank, BB
cooling)
212 Metallic filter system
500 OPTIONS FOR PRODUCTION:
501 Set of wire guides standard (DIAMETER)300
505 Ingot holder (per piece)
506 Gluing plate (per piece)
600 ASSISTANT DEVICES:
603 Electrical handling unit for spool, wire-guide &
ingot handling
604 Accessory to unload spools
605 Accessory to unload wire guides
606 Accessory to unload ingots
101 HCT Wire Saw Model SQUARER
Basic configuration including:
One wire saw machine 3x 400V 50Hz
One slurry tank with pump(s) and mixer
Slurry flow and density measurement unit(s)
One set of wire guides, coated and grooved
One disposal wire spool shaft adapter
One take-up spool and its shaft adapter
One set of ingot holder(s) with gluing plate(s)
Operating software for Window NT with menu in Chinese NT
Complete set of machine documentation
One set of standard metric tools
One set of special HCT tools
Modern for connection to remote computer
200 MACHINE OPTIONS (ADDITIONAL TO POS 101):
201 Set of machine consumables for the start up on site
203 Power supply failure protection for wire saw
OPTIONS FOR SQUARER:
5004 Gluing plate for multicrystalline brick for jumbo ingot
500 OPTIONS FOR PRODUCTION:
501 Set of wire guides standard (DIAMETER)300
503 Take up spool type HCT 63
Remarks:
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1. Machine Installation in China
-----------------------------
The Sellers shall send their engineer to the Buyers' work site in China for
machine installation and machine acceptance tests. The duration of stay
will be seven (7) man-days for each piece of equipment. All costs to be
borne by the Sellers except the local transportation between hotel and work
site.
2. Machine Acceptance Test at the Buyer's Site
-------------------------------------------
After the machine is installed and trial runs are made, the Sellers'
engineer shall carry out one cut for the machine acceptance test according
to one of the following conditions. Both representatives shall sign the
machine acceptance protocol if all conditions have been fulfilled. Details
as per appendix No. 4.
Appendix No. 3 to Contract No. dated
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Delivery Schedule for Contract No.
Machine Type Ex-works date Shipment within Routing
(On or before)
---------------- ----------------- ---------------------- ------------
1.
2 weeks AIR
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2.
2 weeks AIR
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3. 2 weeks AIR
---------------- ----------------- ---------------------- ------------
4.
2 weeks AIR
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5.
2 weeks AIR
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6.
2 weeks AIR
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7.
2 weeks AIR
---------------- ----------------- ---------------------- ------------
8.
2 weeks AIR
---------------- ----------------- ---------------------- ------------
9.
2 weeks AIR
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10.
2 weeks AIR
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11.
2 weeks AIR
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12.
2 weeks AIR
---------------- ----------------- ---------------------- ------------
* * * * * * *
Appendix No. 4 to Contract No. dated
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For HCT Wire Saw Model E500SD-B/5
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GENERAL INFORMATION
Wire saw model: Model E500SD-B/5
Material: Multi silicon square wafer
Ingot diameter or section size: 158 x 156mm
Ingot length: Total ingot length for each
position should not exceed
500mm, including the space
between ingots (due to ingot
ends sqaureness)
Wafer thickness (as cut): 200 um
---------------------------------
Customer acceptance
CUTS REQUIREMENT
Number of required test cuts for acceptance: 1 x full load (4 assemblies of
ingot total 500mm long)
Number of required pre-test cuts: 1 x half load (2 assemblies of
ingot total 500mm long)
Total number of ingots required: 6 assemblies of ingot total
500mm long
Test ingots quality requirement: All prime ingots, without cracks
PROCESS PARAMETERS
Cutting table speed: 360um/min
Wire speed: According HCT definition
Slurry flow: According HCT definition
Slurry mixing ratio: According HCT definition
CONSUMABLES DEFINITION
Wire supplier, spool type and wire diameter: Xxxxxx Xxxxx, XX000, 140um
Abrasive supplier & type: ESK F600
Coolant supplier & type: HS20
WAFER SAMPLING METHOD
Wafers removed from statistics: Three complete sliced wafers
from each ends of each ingots
are discarded from test
sampling. Wafers sampling shall
avoid wafers from area being
affected by xxxxx-interferences
of two parallel ingots due to
difference in lenth.
Wafer sampling ratio: 20 wafers from each machine
slicing position
Wafer sampling method: Random
WAFER MEASURING METHOD
Measuring tool: Mechanical sensor, Heidenhein
Measured points: 5 points method
Saw marks: Visual check
Parameters checked: TV, TTV
PERFORMANCE SPECIFICATION
TV: Thickness +/- 20um
TTV: Max. below 50um
Saw marks: None by visual check
Wafer step: None by visual check
Wafer yield (exclusively due to wire sawing): >=95%
OTHERS
Pre-cleaning of the wafers: (Customer's facilities)
Return wafers (customer desire): Not applicable
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For HCT Model SQUARER
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GENERAL INFORMATION
Model: SQUARER
Material: Multi silicon square wafer
Ingot diameter or section size: 840 x 840 x 250mm
Bricks size: 156 x 156mm
--------------------------------
CUSTOMER ACCEPTANCE
CUTS REQUIREMENT
Number of required test cuts for acceptance: 1 x full load (1 ingot 840 x
840 x 250mm)
Number of required pre-test cuts: None
Total number of ingots required: 1 ingot
Test ingots quality requirement: All prime ingots, without cracks
PROCESS PARAMETERS
Cutting table speed: 700um/min structured wire (to be
confirmed for "jumbo" quality)
Back / forth required: Yes
CONSUMABLES DEFINITION
Wire supplier, spool type and wire diameter: Trefil Arbed, TA 100,
250um structured
Abrasive supplier & type: ESK F360
Coolant supplier & type: HS20
BRICKS MEASURING METHOD
Parameters checked: Size & angle
PERFORMANCE SPECIFICATION
Angle guaranteed: Square angle, 90 degree
+/- 0.2 degree
Bricks size: 156mm +/- 0.25mm
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