EXHIBIT 10.4
SALES CONTRACT
Contract No.: YL-Sunline 06/07
Date: November.28, 2006
The Seller: Baoding Tianwei Yingli New Energy Resources Co., Ltd
No.11, Huaxian Road, Baoding City, China
Tel: +86-312-8929801
Fax: +86-312-3151881
The Buyer: Sunline AG
Hans-Vogel-Stasse 22, D-90765 Fuerth, Germany
Tel: +49-911-79101914
Fax: +49-911-79101917
The undersigned Seller and Buyer agreed to close the following transactions
according to the terms and conditions stipulated below:
1. Description of Goods:
Commodity and Specification Total Quantity Unit Price & Terms Amount
--------------------------- ------------------ ------------------ ------------------
Crystalline Silicon Solar Panels 30 MW FOB Xingang, China USD 111,000,000.00
165WP, 170WP, 175WP, 180WP
Cable and Connector USD 3.70/Wp
Demension: 1310mmX990mm
------------------
Total Amount: USD 111,000,000.00
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Delivery Schedule:
TIME QUANTITY
---- --------
January, 2007 2Mwp
February, 2007 1Mwp
March, 2007 2Mwp
April, 2007 3Mwp
May, 2007 3Mwp
June, 2007 4Mwp
July, 2007 5Mwp
August, 2007 5Mwp
September, 2007 5Mwp
TOTAL 30MWP
2. Payment
For the payment terms of this sales contract, it should be subject to clause
5.(2).
3. PORT OF LOADING : XINGANG, China
4. DESTINATION: Port of destination, Europe
5. GENERAL TERMS:
(1) The Seller agrees to supply and the Buyer agrees to purchase the contracted
volume of 30Mwp in 2007.
(2) Based on the contract, the parities should sign individual supply contract
for each project. The delivery schedule and payment term should be specified in
each individual contract.
(3) The conversion efficiency indicated in the contract or in the attached data
sheet of module means typical efficiency after lamination with Power tolerance
of +/-5%, for which no claims will be asked for.
(4) Buyers are to assume full responsibilities for any consequences arising
from; a) late submission of specifications or any other details necessary for
the execution of this Sales confirmation; b) late payment
(5) The Seller shall not be held liable for failure or delay in delivery of the
entire lot or a portion of the goods under this Sales Confirmation in
consequence of any Force Majeure incidents.
(6) In case of quality discrepancy, claim should be filed by the Buyer within 30
days after the arrival of the goods at port of destination. While for quantity
discrepancy, claim should be filed by the Buyer within 15 days after the arrival
of the goods at port of destination. It is understood that the Seller shall not
be liable for any discrepancy of the goods shipped due to causes for which the
Insurance Company, Shipping Company, other transportation organizations and /or
Post Office are liable.
(7) The Seller warrants its Photovoltaic modules (" PV-modules") to be free from
defects in materials and workmanship under normal application, installation, use
and service conditions. If the PV-modules fail to conform to this warranty, then
for a period ending twenty-four months from date of sale to the original
end-customer, The seller at its option, either repair or replacement or refund ,
or refund the purchase price as paid by the Customer (" purchase price ").
Baoding Tianwei YingLi guarantee output power of PV module is more than 90% of
the minimum Peak Power within 10 years and more than 80% in 25 years, if can't
reach the warranty data, Baoding Tianwei YingLi will replace such loss in power
either by replacing the defective PV modules or by refunding the Purchase Price
(details is shown in the warranty term).
(8) All disputes arising from the execution of or in connection with this
contract, shall be settled through friendly negotiation. In case no settlement
can be reached through negotiation, the case shall then be be finally settled
under the Rules of Arbitration of the International Chamber of Commerce by one
or more arbitrators appointed in accordance with the said Rules. The arbitration
should be final and binding upon both parties.
6. This Sales Confirmation is made in two original copies, one copy to be held
by each Party in witness thereof.
7. This contract will come to effective after receiving the confirmation of the
Board of Directors of Sunline AG.
The seller: /s/ Zhiheng Zhao The buyer: /s/ W. Driud
------------------------- -----------------------------
Baoding Tianwei Yingli New Energy Sunline AG
Resources Co., Ltd