A. | Design, engineer, and manufacture the DFC Components, in the quantities and shipped to Buyer according to the schedule indicated in Annex A, conforming to the DFC Components Specifications provided in Appendix B; |
B. | Transfer technology and provide technical assistance in accordance with the MATTA and the MATTP for the assembly and conditioning of DFC Modules using DFC Components purchased from Seller; |
A. | DFC Modules Manufactured by Seller: Seller’s obligations for complete DFC Modules manufactured by Seller shall be as described in the 2008 Purchase Contract. |
B. | DFC Modules Assembled by Buyer from DFC Components Supplied by Seller: For DFC Modules assembled by Buyer and/or POSCO Affiliate from DFC Components supplied by Seller, Buyer shall be responsible to the end user for warranty, performance guarantees, and service obligations related to the DFC Modules. Seller shall have no obligations under the service agreements which Buyer may execute with end users, beyond the performance guarantee described in section 9.2, and the warranty referred to in Article 10. |
A. | The first payment in the amount of ten percent (10%) of the price of individual DFC Modules or DFC Components shall be allocated from the Initial Downpayment. |
B. | The second payment in the amount of twenty percent (20%) of the price of individual DFC Modules or DFC Components shall be invoiced at time of Seller’s actual material order, but no sooner than five(5) months after the Effective Date of this Contract. |
C. | The third payment in the amount of twenty percent (20%) of the price of individual DFC Modules or DFC Components shall be invoiced twelve (12) weeks prior to EXW shipment date. |
D. | The fourth payment in the amount of twenty-five percent (25%) of the price of individual DFC Modules or DFC Components shall be invoiced four (4) weeks prior to EXW shipment date. |
E. | The fifth payment in the amount of twenty-five percent (25%) of the price of individual DFC Modules or DFC Components shall be invoiced at the EXW shipment date. |
A. | For: POSCO Power; | ||
B. | Contract number or name of Contract; | ||
C. | Port of destination; | ||
D. | Item number, package number in sequence and quantity per package; | ||
E. | Commodity description; | ||
F. | Net weight, gross weight, dimension and cubic measurement; | ||
G. | Shipper’s marks; | ||
H. | Origin of the Equipment/Port of Export; | ||
I. | Caution marks, if necessary; and | ||
J. | Shipping mark. |
![(POSCO POWER LOGO)](https://capedge.com/proxy/8-KA/0000950123-10-026422/c98020c9802003.gif)
• | Regulated Articles: All non-manufactured wood packaging materials such as pallets, crating, dunnage, packing blocks, etc. |
• | Exempted Articles: Manufactured wood packaging materials such as plywood, particle board, oriented strand board, veneer, etc. |
• | Regulated Areas : All countries. |
• | Requirements: All imported wood packaging materials should be treated by following methods, and present the mark which certifies the approved treatment on two opposite sides of the article. |
• | Treatment methods : Heat Treatment (HT) or Methyl Bromide (MB) fumigation according to the Annex I of ISPM No. 15. |
![(LOGO)](https://capedge.com/proxy/8-KA/0000950123-10-026422/c98020c9802004.gif)
• | The mark should contain the valid symbol approved by IPPC, country code, unique number of the producer/treatment facility assigned by the NPPO of exporting countries, treatment methods (HT, MB). |
• | Only HT is accepted as a proper treatment for coniferous wood packaging materials from pine wood nematode distributed countries. |
• | Subjected countries : Japan, China, Taiwan, US, Canada, Mexico, Portugal, Vietnam (pine wood) |
• | Non-compliance Measures |
A. | In the case of manufacturing category MC-4, appropriate drawings, reports, guidelines, manuals, programs, software, and data which are described in the MATTA and the MATTP for assembly of the DFC Components into DFC Modules; | ||
B. | All drawings, manuals and reports shall be complete, neat and legible, for the purpose of their use to permit adequate review, and operation as applicable; | ||
C. | All drawings, manuals and reports shall be in accordance with the Specifications provided in Appendix A. |
(A) | In the event that the cumulative number of days of Downtime for the DFC Module exceeds forty-five (45) days during the warranty period, Seller shall pay to Buyer an amount of zero point one percent (0.1%) of the applicable individual unit price as indicated in Annex A, for each day of such Downtime exceeding forty-five days as liquidated damages. Liquidated damages for Downtime pursuant to this section shall not exceed ten percent (10%) of the applicable individual unit price as indicated in Annex A. Seller agrees to pay such liquidated damages within thirty (30) days after receiving Buyer’s invoice reflecting such claims. Buyer |
agrees that the Liquidated damages shall not be duplicated with the Liquidated damages of the Performance Guarantee of LTSA. During the Warranty period, only the Liquidated damages of Downtime shall be applied. |
(B) | Any Downtime attributable in part or in full to the following causes shall not be considered as Downtime attributable to Seller: (i) corrections, modifications and repairs undertaken pursuant to Seller’s maintenance obligations; (ii) causes not attribute to Seller which delay commencement or execution of corrective measures; (iii) causes which cannot clearly be identified or proven by the Parties; (iv) failure of the Third Party Owner to comply with the Specifications, Manuals, or with the conditions of the warranty; or outage time wholly or partially due to causes beyond the reasonable control of the Seller. |
(A) | Buyer acknowledges and agrees that the Initial Downpayment described in section 4.3.1 hereunder shall be non-refundable; |
(B) | Seller acknowledges and agrees that in the event that only part of the Contract is terminated (or cancelled) pursuant to Section 16.2, the Initial Downpayment may be used to set off any payments required for any portion of the Contract that is not terminated (or cancelled) by the Buyer; and |
(C) | Seller further agrees that with the exception of the Initial Payment as described in this Section, the Buyer shall not be liable for any costs incurred by the Seller or any other payments required under this Contract. |
Mr. Tae-Hyoung Kim
Dept. Manager
Strategic Planning Department
POSCO Power
Posteel Tower 20th floor, 735-3, Yeoksam-dong
Gangnam-gu, Seoul 135-080, Korea
phone 82-2-3469-5950
facsimile 82-2-3469-5959
tahykim@poscopower.co.kr
Mr. Ki Suk Chung
Dept. Manager / Ph. D.
Research & Development Department
POSCO Power
Posteel Tower 20th floor, 735-3, Yeoksam-dong
Gangnam-gu, Seoul 135-080, Korea
phone 82-2-3469-5966
facsimile 82-2-3469-5959
kisukch@poscopower.co.kr
Director of Contracts
FuelCell Energy Inc.
3 Great Pasture Road
Danbury, CT 06813
phone 203 825 6000
facsimile: 203 825 6100
rlevine@fce.com
POSCO Power Corporation | FuelCell Energy, Inc. | |||||
President & CEO | President & CEO | |||||
POSCO Power Corporation | FuelCell Energy, Inc. |
ANNEX A
Equipment Description, Contract Price and Delivery Schedule
EXW Delivery | EWX Price | EWX Price | ||||||||||||||
Item # | Description | Date | (USD per kW) | (USD) | ||||||||||||
1 | DFC Module (1.4MW) | 01-Jan-10 | * | * | ||||||||||||
2 | DFC Module (1.4MW) | 01-Jan-10 | * | * | ||||||||||||
3 | DFC Module (1.4MW) | 01-Mar-10 | * | * | ||||||||||||
4 | DFC Module (1.4MW) | 01-Mar-10 | * | * | ||||||||||||
5 | DFC Module (1.4MW) | 01-Mar-10 | * | * | ||||||||||||
6 | DFC Module (1.4MW) | 01-Apr-10 | * | * | ||||||||||||
7 | DFC Module (1.4MW) | 01-Apr-10 | * | * | ||||||||||||
8 | DFC Module (1.4MW) | 01-Jun-10 | * | * | ||||||||||||
9 | DFC Module (1.4MW) | 01-Jun-10 | * | * | ||||||||||||
10 | DFC Module (1.4MW) | 01-Jun-10 | * | * | ||||||||||||
11 | DFC Components Kit (1.4MW) | 01-Aug-10 | * | * | ||||||||||||
12 | DFC Components Kit (1.4MW) | 01-Aug-10 | * | * | ||||||||||||
13 | DFC Components Kit (1.4MW) | 01-Sep-10 | * | * | ||||||||||||
14 | DFC Components Kit (1.4MW) | 01-Sep-10 | * | * | ||||||||||||
15 | DFC Components Kit (1.4MW) | 01-Oct-10 | * | * | ||||||||||||
16 | DFC Components Kit (1.4MW) | 01-Oct-10 | * | * | ||||||||||||
17 | DFC Components Kit (1.4MW) | 01-Nov-10 | * | * | ||||||||||||
18 | DFC Components Kit (1.4MW) | 01-Nov-10 | * | * | ||||||||||||
19 | DFC Components Kit (1.4MW) | 01-Jan-11 | * | * | ||||||||||||
20 | DFC Components Kit (1.4MW) | 01-Jan-11 | * | * | ||||||||||||
21 | DFC Components Kit (1.4MW) | 01-Feb-11 | * | * | ||||||||||||
22 | DFC Components Kit (1.4MW) | 01-Feb-11 | * | * | ||||||||||||
Contract Total Price: | $ | 58,209,200.00 | ||||||||||||||
APPENDIX A
Specifications for DFC® Stack Modules
C1400 Stack Module Specification
1.0 Introduction
This specification document describes the interfaces and functional operation of the C1400 Direct FuelCell ® (DFC®) stack module. The C1400 stack module is comprised of four DFC stack modules, and the associated enclosure and process and electrical connections. *
2.0 Scope
This document describes one C1400 module. The specification provides preliminary dimensional and interface data that can be used for planning and design. Final drawings will be provided as part of formal project data submittal.
3.0 Specifications
3.1Dimensions and Weights
*
3.2Mechanical Interfaces
*
3.3Civil Interfaces
*
Figure 1
Module Foundation Bolt Details from FCE Drawing 12-01
Preliminary, For Planning and Design. Final drawing to be issued during project data submittals
3.4Electrical and Control Interfaces
*
3.5Performance Specification
Table 1 summarizes the projected output from the stack module at rated load. *
Table 1
Nominal Stack Module Output at Rated Load
* Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.
1
Table 2 (to be modified)
Fuel and Air Gas Flows Needed to Produce Specified DC Output
*
* Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.
2
Table 3
Contaminant Limits for Fuel and Air Process Streams
*
3.6 Stack Module Life
*
Table 4
Life Impacts of Stack Operation Transients
*
* Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.
3
APPENDIX B
Specifications for DFC® Components
C1400 Stack Module Kit Scope Specification
1.0 Introduction
This specification describes scope of supply for Direct FuelCell stack module component kits, which will be used in the assembly of C1400 stack modules.
2.0 Scope
This document describes the component kit for one C1400 module.
3.0 Specifications
3.1 Dimensions and Weights
*
3.2 Component and subassembly listing.
*
APPENDIX C
Standard Pre-Shipment Factory Test Report for DFC® Modules
*
* Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.
4
APPENDIX D
Standard Pre-Shipment Factory Inspection Report for DFC® Components
*
* Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.
5