Supply Contract Between Bangkok Solar CO,L TD and NP Capital Corp.
EXHIBIT
4.3
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 ** 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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** The
information omitted is confidential in nature and has been
omitted. The Company has filed the omitted portion with the
Securities and Exchange Commission requesting confidential
treatment.
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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/s/Krisada
Chongphaibulpatana
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/s/
Xx. Xxxxxxx X. Xxxx
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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
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Mr.
Rangsun Kanjanangurapun
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(Sales
& Marketing Department Manager)
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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.
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