EXHIBIT 10.13
SEPTEMBER 20TH, 2006
COMMERCIAL CONTRACT
between
SWISS WAFERS AG
Xxxxxxxxxx. 0 XX-0000 Xxxxxxxxxx
AS "PARTY A"
AND
CANADIAN SOLAR INC.
Sales Department 0000 Xxx Xxxxxxx, Xx-Xxxxxxx Xxxxxx, Xxxxxx, X0X 0X0
AS "PARTY B"
Regarding
SALES AND PURCHASE OF SOLAR WAFER
PREMISE
Whereas PARTY A is a major manufacturer of solar ingots and wafers, and a
reseller of solar cells
AND
Whereas PARTY B is a photovoltaic solar cell and module manufacturer and
application developer serving world-wide customers
AND
Whereas PARTY A strikes to become a world-class solar wafer manufacturer and to
reach the target production volume of 80 MW in 2007, and whereas PARTY B
expresses its desire to support PARTY A to reach such a goal
AND
Whereas PARTY B strikes to become a world-class solar cell and module product
manufacturer and to reach the target production volume of 50-70MW in 2007 and
100MW in 2008, and whereas PARTY A expresses its desire to support PARTY B to
reach such a goal
AND
Whereas both companies wish to enter into a contract where PARTY A will supply
PARTY B with solar cells (for 2006) and solar wafers (for 2007 and 2008).
THE AGREEMENT:
SECTION 1 TIMETABLE
This agreement is for a period starting October 1st, 2006 and to continue likely
to December 31st, 2008. Extension of the agreement is possible given the mutual
agreement of both parties.
SECTION 2 SUPPLY OF WAFERS
1. PARTY A will supply to PARTY B with silicon solar wafers or cells
with the following schedule:
2006: PARTY A will supply to PARTY B a minimum of 200,000
finished cells per month. These cells will be of size 125x125 or
size 156x156, mono or multi-crystalline silicon. PARTY A will
give PARTY B 'the first right of refusal' for these cells.
However, PARTY A can sell the cells to others if the two PARTIES
can not agree on the price after three days.
2007: PARTY A will supply to PARTY B silicon solar wafers. PARTY
A will give PARTY B 'the first right of refusal' for these
wafers. However, PARTY A can sell the wafers to others if the two
PARTIES can not agree on the price after three days.
----------------- --------------- --------------- --------------- --------------- ---------------
1 Quarter 2 Quarter 3 Quarter 4 Quarter Annual
Range Range Range Range total range
----------------- --------------- --------------- --------------- --------------- ---------------
Quantity (MW) 2 to 3 3 to 6 3 to 8 3 to 8 11 to 25
----------------- --------------- --------------- --------------- --------------- ---------------
2008: PARTY A will supply to PARTY B silicon solar wafers. PARTY
A will give PARTY B 'the first right of refusal' for these
wafers. However, PARTY A can sell the wafers to others if the two
PARTIES can not agree on the price after three days. Total up to
30 MW with the quarterly schedule to be determined.
2. PARTY A and PARTY B will review and agree on the price, type and
weekly forecast of wafer delivery on monthly basis. For example,
the two parties should agree on the price, type and weekly
delivery schedule for January 2007, before December 31st, 2006.
3. PARTY A will supply to PARTY B wafers 125x125 and 156x156, in
either mono-crystalline or multi-crystalline. The specifications
of wafers are attached as Schedule A.
SECTION 3 BAYBACK RIGHT
PARTY A has the right to bay back 80% of cells made from wafers it supplies to
PARTY B.
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SECTION 4 COMPENSATION
1. PARTY A will invoice PARTY B prior to shipping of wafers.
2. PARTY B will invoice PARTY A a price equal to the material price
plus the "Tolling Fee" for cells sold back to PARTY A.
3. PARTY B reserves the right to sell the cells or modules to other
parties if it does not receive the order acknowledgement and
payment ten (10) working days after it made the invoice to PARTY
A.
4. PARTY A reserves the right to sell the wafer and cells to other
parties if it does not receive the order acknowledgement and
payment ten (10) working days after it made the invoice to PARTY
B.
SECTION 5 PAYMENT TERMS
The payment terms for both sides are TT in advance.
SECTION 6 TERMINATION OF THIS AGREEMENT
1. This agreement can be terminated at any time by either party on
three (3) months written notice to the other party.
2. Both parties will make "best efforts" to meet the terms of the
agreement in its entirety.
SECTION 7 EXTENSION OF THIS AGREEMENT
Any extension of this agreement and the term or modified terms will be
determined by both parties by Oct., 2008.
SECTION 8 LEGAL JURISDICTION
Weinfelden, Switzerland is the legal jurisdiction.
whereof the parties have executed this Agreement:
Swiss Wafers AG Canadian Solar Inc.
Signature: /s/ Signature: /s/
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Name: Xxxxx Xxxxx Name: Xxxxx X. Qu
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Title: CFO Title: President
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Date: 01.10.06 Date: September 25, 2006
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Xxxxx Xxxxxxx
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/s/
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