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Purchase Contract of Wind Turbine Generator System

Purchase and Sale Agreement

Purchase Contract of Wind Turbine Generator System | Document Parties: GC CHINA TURBINE CORP. | 10MW Wind Turbine Generator System | Shenzhen Guohan Investment (Group) Co, Ltd | Wuhan Guoce Nordic New Energy Co, Ltd You are currently viewing:
This Purchase and Sale Agreement involves

GC CHINA TURBINE CORP. | 10MW Wind Turbine Generator System | Shenzhen Guohan Investment (Group) Co, Ltd | Wuhan Guoce Nordic New Energy Co, Ltd

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Title: Purchase Contract of Wind Turbine Generator System
Date: 12/30/2010
Industry: Misc. Capital Goods     Sector: Capital Goods

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Exhibit 10.3
 

NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

 

Purchase Contract of Wind Turbine

Generator System

 

Designation: 1.0MW Wind Turbine Generator System

 

Model: GCN1000       

 

Contract Number: GCN200909-GH-01

 

Buyer: Shenzhen Guohan Investment (Group) Co., Ltd.

 

Seller: Wuhan Guoce Nordic New Energy Co., Ltd.

 

December 1, 2009

 

 

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Contract Number: GCN200909-GH-01

Contracting parties:

Party A (hereinafter referred to as Buyer): Shenzhen Guohan Investment (Group) Co., Ltd.

Party B (hereinafter referred to as Seller): Wuhan Guoce Nordic New Energy Co., Ltd.

The Buyer and Seller have reached agreement and agreed to sign the Contract in accordance with the following articles.

 

1

Definitions

The terms used in this document and in the appendix are hereby defined.

1.1

“Buyer” refers to Shenzhen Guohan Investment (Group) Co., Ltd ., including the legal representative, successor and assignee of the legal person.

1.2

“Seller” refers to Wuhan Guoce Nordic New Energy Co., Ltd., including the legal representative, successor and assignee of the legal person.

 

1.3

“Contract” refers to this document and all parts of its appendix. Including the amendments and supplementations by both parties in accordance with the contract provisions.

1.4

“Contract Price” refers to the part specified in Chapter 4 herein.

 

1.5

“Effective Date” refers to the effective date of the contract specified in Chapter 18 herein.

1.6

“Technical Materials” refers to documents (including drawings, various captions, standards and various kinds of software) related to the design, manufacture, supervision, inspection, installation, debugging, acceptance and performance acceptance test and technical instruction concerning the contractual equipment and the wind farm, and files applied to the correct running and maintenance of the contractual wind farm.

 

1.7

“Contractual Equipments” refers to the machines, device, materials, things, special tools, spare parts and all other things that are to be supplied by the seller in accordance with the contract.

1.8

“Performance Acceptance Test” refers to the test to be made in accordance with the requirements of Appendix 1 herein for checking the guaranteed performance value specified in Technical Specification of the contract.

 

 

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1.9

“Preliminary acceptance” indicates the buyer’s acceptance of each set of contractual equipments after the results of performance acceptance test demonstrate that the contractual equipments satisfy the guarantee values as specified in Appendix 1 of this contract.

1.10

“Quality guarantee period” refers to two years after signing the preliminary acceptance certificate of each set of contractual equipments.

 

1.11

“Final acceptance” means the acceptance after each set completing the quality guarantee period.

1.12

“Day, Month and Year” refers to the day, month and year by Gregorian calendar; “Day” refers to 24 hours; “Week” refers to 7 days; “Year” refers to 365 days.

1.13           “Contracted wind farm” indicates Haladaokou Wind Farm.

1.14

“Technical Service” refers to such all-through services as relevant technical instructions, technical cooperation and technical trainings for the engineering design, equipment construction supervision, inspection, earthwork, installation, debugging, acceptance, performance acceptance test, running and maintenance related to the contractual equipments supplied by the seller.

1.15

“Site” refers to the site of the wind farm, where the contractual equipments for the buyer will be located.

 

1.16

“Spare parts” mean the standby parts and components supplied by the seller under this contract for keeping normal operation and maintenance of the Wind Turbine Generator System. See Appendix 10 for the list of spare parts.

1.17

“Trial run” indicates the system or equipments of the Wind Turbine Generator System running at the stage of commissioning and trial run of wind farm.

 

1.18

“Generating set” refers to a complete set of equipments composed of tower above the ground foundation and before the bottom wiring screen, blade, generating set, control system, electric wire and cable etc.

1.19

“Written documents” mean any manuscript, typed or printed documents with stamp and/or signature of legal representative or the authorized person.

 

 

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1.20

“Sub-contractor” refers to another legal person and her/his successor and an assignee with the approval of this legal person who is subcontracted the five large parts within the contractual scope of supply by the seller.

1.21

“Installation” indicates site assembly of contractual equipments according to drawings.

 

1.22

“Commissioning” refers to the whole process from starting to the time before completion of performance acceptance test of the generating set.

1.23

“Equipment Defect" refers to such situations that the contractual equipment (including parts, raw materials, castings and forgings, original parts and etc.) fail to meet the requirements of performance and quality standard specified in this contract as caused by design, fabrication error or ignorance of the seller.

 

2

Contract Object

2.1

The seller agrees to sell and the buyer agrees to buy the contractual equipments, for use in the buyer’s wind farm.

 

2.2

Equipment designation, model (type) and quantities

Equipment designation: 1.0MW Wind Turbine Generator System

Equipment model (type): GCN1000

Equipment quantities: 10 sets

2.3

This equipment should be brand-new, made by mature technology, meeting the environmental protection requirements, safe and complete, designed by specific standard. Its performance index shall satisfy the guarantee value requirement in Appendix 1. The process and raw materials expressly banned by the government shall not be used.

2.4

See Appendix 1 for the compositions and technical performance description of the contractual equipments.

 

2.5

See Appendix 2 for the scope of supply of the contractual equipments.

2.6

See Appendix 3 for the technical documents supplied by the seller.

 

2.7

See Appendix 4 for the technical training offered by the seller.

2.8

See Appendix 10 for the spare parts and special tools supplied by the seller.

 

 

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2.9

See details in Article 6 for the transportation and insurance of the contracted under the responsibility of the seller.

3

Scope of Supply

 

3.1

This contract supplies the generating set above the flange face above the tower (including fastening elements fixing the set), all electric wires and cables from the bottom screen to the set etc. See Appendix 2 for details of the scope of supply of this contract.

3.2

The scope of supply of this contract covers specified quantities of set equipments, relevant technical documents, special tools, spare parts, necessary oil medium, personnel training as well as technical scope, transportation and insurance. However, during the implementation of the contract, if anything which is indeed covered in the scope of supply of the seller but not included in the list of delivery, and which is necessary for satisfying the performance guarantee value of the contractual equipments by the technical specification, is omitted or absent, the seller shall supplement the omitted equipments, technical documents, special tool and spare parts at its own cost.

 

3.3

The scope of supply of this contract excludes the tower (including fastening device of wire and cable), wire and cable behind bottom screen, and underground foundation.

4

Contract Price

 

4.1

The total contract price is RMB 54 million Yuan (Fifty-four million Yuan in words).

4.1.1

Price of contractual equipments

The price of each set of contractual equipments is RMB 5.4 million Yuan, so 10 sets of contractual equipments are priced RMB 54 million Yuan, which covers: expenses of taxation and technical documents paid by the seller relating to the equipment; expenses for transportation, insurance and packaging of contractual equipments (inclusive of auxiliary devices) made in China from the manufacturing factory to the seller’s factory or the buyer’s site; expenses of transportation, loading/unloading, insurance and packaging, along with all import taxes and fees (e.g. tariff, customs clearance fee and value-added tax etc.) of contractual equipments (inclusive of auxiliary devices) made outside China from the manufacturing factory to the seller’s factory.

 

 

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NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

 

4.1.2

The expenses of spare parts, technical documents and technical service specified in the appendices, and the freight and miscellaneous charges and insurance fees of contractual equipments from the seller’s factory delivered to the buyer’s site.

4.2

The contract price is the price according to Article 3 scope of supply and Article 6 delivery conditions, which is a fixed price within the effective period of this contract.

 

5

Payment

5.1

Currency applied in this contract is RMB.

 

5.2

Terms of payment: bill of exchange or telegraphic transfer.

5.3

The contract price shall be paid in accordance with the following terms:

 

5.3.1

Within [****] from the effective date of the contract, the buyer shall pay [****] of the total contract price, i.e. RMB [****] Yuan (RMB [****] Yuan only) , to the seller as advance payment which shall be used for purchasing the spare parts and materials of the contractual equipment by the seller. And the seller shall issue formal financial receipt with corresponding amount.

5.3.2

When the manufacture progress of each set of equipment reaches [****] (namely all the materials of “wheel hub, gear box, generator, main control cabinet, yaw system arriving at the factory for assembly, and the blade” are complete), buyer shall pay [****] of such equipment’s price, i.e. RMB [****] Yuan (RMB [****] Yuan only) to the seller within [****], and the seller shall issue formal financial receipt with corresponding amount.

 

5.3.3

With each set of the contractual equipment arriving at the site, the buyer shall pay [****] of such equipment’s price, i.e. RMB [****] Yuan (RMB [****] Yuan only) , to the seller within [****] upon inspection and receipt. And the seller shall issue formal financial receipt with corresponding amount.

 

 

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NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

 

5.3.4

Within [****] after the completion of the installation and debugging of each set of equipment, the buyer shall pay [****] of such equipment’s price, i.e. RMB [****] Yuan (RMB [****] Yuan Only) , to the seller. And the seller shall issue formal financial receipt with corresponding amount.

5.3.5

After signing the pre-acceptance certificate for each set of equipment, the seller shall issue the VAT invoice with [****] of such equipment’s price, i.e. RMB [****] Yuan (RMB [****] Yuan Only) , to the buyer. And buyer shall pay [****] of such equipment’s price, i.e. RMB [****] Yuan (RMB [****] Yuan Only) , to the seller within [****].

 

5.3.6

After the [****] quality guarantee period of each set of equipment expires, the buyer shall issue the final acceptance certificate of such equipment and pay [****] of such equipment’s price, i.e. RMB [****] Yuan (RMB [****] Yuan Only) , to the seller as quality guarantee deposit within [****].

5.3.7

In case of any issues concerning the compensation or penalty, the two parties shall make settlement of them together with the above payment upon reaching agreement by consensus.

 

5.3.8

The actual payment date of all the payment time shall be subject to the issue date of buyer’s bank; if the payment is failed to be made within specific period, the buyer shall pay penalty from the specific date according to Article 11.11.

6

Delivery & Transportation

 

6.1

The time and order of delivering the contractual equipments shall satisfy the requirements for installation progress and order of project construction equipments. It shall guarantee the timeliness and completeness of equipments (complete set of equipment to the site). See Appendix 7 for detailed delivery schedule.

 

 

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NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

 

6.2

Delivery means and place of contractual equipments: the delivery means is free on truck and the place of delivery is at the buyer’s project site.

6.3

Generally the technical documents are sent by post. After each batch of technical documents is mailed, the seller shall notify the buyer of the date of posting, mail sheet number, the detailed list of technical documents, pieces, weight and the contract number by fax within [****].

 

6.4

After [****], the ownership is transferred from the seller to the buyer upon [****]. Before transfer, the risks for equipment damage or loss shall be borne by the seller; after transfer, these risks shall be borne by the buyer.

6.5

The delivery time of contractual equipments regards the [****] as the actual delivery date (except in special cases). This date is the basis for the calculation of liquidated damages for late delivery of equipments under this contract.

 

6.6

The seller manufactures the contractual equipments and delivers them upon receiving the buyer’s notice of transporting cargoes. After the cargoes are ready, within [****] upon departure of transportation vehicles, the seller shall notify the following contents to the buyer.

(1)

Contract number;

 

(2)

List of cargo;

(3)

Quantities, number and price of generating set;

 

(4)

Total packaging pieces;

(5)

Volume and weight of cargoes;

 

(6)

Date of dispatch of cargo vehicles;

(7)

Delivery station, vehicle number and freight note;

 

 

(8)

Names, weight, volume and quantities of each product exceeding 20 tons (including 20 tons) in weight and 9m×3m×3m in size. Center of gravity and hoisting point must be indicated for each piece of such equipment (part) with sketches attached;

 

(9)

For special products (equipments or substances having special requirement for environmental factors such as temperature and vibration and explosive, flammable and poisonous substances and other dangerous products), special indications must be made for its name, code, quality, special protective measures, storage method and accident treatment methods;

 

 

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NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

6.8

Before expiration of the quality guarantee period, the damages or potential defects of supplied equipments (or parts) due to the seller’s fault or neglect, and the spare parts in the buyer’s stock are used to change the damaged equipments or parts, the seller shall [****]. Upon receiving of the buyer’s notice, the seller shall transport the supplemented parts to the designated station/wharf at most within [****].

6.9

The seller shall furnish in batches the technical documents necessary for the design, manufacture, construction, commissioning, testing, inspection, training, running and maintenance of wind farm, which must be able to guarantee the normal operation of contractual equipments. Within [****] after the contract becomes effective, the seller shall send the technical documents to the buyer by express mail or delivery. Every series of technical documents shall contain the detailed list.

 

6.10

Technical documents shall take the date of mailing indicated by the postmark as the delivery date. In case the technical documents are examined by the buyer or the buyer’s representative and found missed, lost or damaged not for the buyer’s reasons, the seller shall supplement the missed, lost or damaged documents at its own cost within [****] upon receiving the buyer’s notice (within [****] for those in urgent need). If the missing, loss or damage is due to the buyer’s fault, the seller shall supplement the missed, lost or damaged documents at the buyer’s cost within [****] upon receiving the buyer’s notice (within [****] for those in urgent need).

6.11

If the seller is required to postpone the dispatch of equipments for the buyer’s reason (when the equipments are manufactured and the payment is made pursuant to Clause 5.3.2), the buyer shall notify the seller in written form and bear the warehouse fee and if necessary, the maintenance cost.

 

 

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6.12

In case the late delivery is caused by the buyer’s delay in payment, the buyer shall be responsible for it. The follow-up deliveries will be postponed accordingly.

7

Packing and Mark

 

7.1

All the goods delivered by the seller shall comply with provisions in the national standard concerning   packing, storage instruction mark and firm packages applicable to long-distance transport, repetitious moving, loading and unloading specified by the goods carriage acceptance department. The packing shall be in good condition during the transportation and loading & unloading; and measures for vibration reduction and impact resistance shall be taken. If the packing can not prevent the equipment from damage for the vertical or horizontal acceleration during the transportation and loading & unloading, the seller shall solve such problem from the aspect of design structure of the equipment. According to the features of equipment, some measures shall be taken on the packing to protect the equipment from moisture, rust, corrosion and damage. In case of cold winter, freeze-proof shall be taken into account for the motor, so as to ensure the goods to arrive at the installation site of contractual equipment without any damage and corrosion. Before the packing, the sell is liable for inspecting the equipment as per unit without any foreign matters, and ensures the completeness of the spare parts.

7.2

The seller shall clearly mark component No. and part No. in the installation daring for each bulked parts and components within the packing box. The mark shall be easy to be identified and not easy to be lost or to be erased by accident.

 

7.3

The seller shall print the following marks at the four neighboring sides of each packing box in Chinese characters with striking unfading paint.

a)        Contract No.;

 

 

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b)        Destination station / wharf;

c)        Names of supply, receiving units and consignee;

d)        Name of equipment, set No. and drawing No.;

e)        Box No. / Piece No.;

f)         Gross weight/net weight (kg);

g)        Volume (length × width × height, expressed with mm).

For goods with or exceeding two tons, the side of the packing box shall be indicated with center of gravity and hoisting point with common mark and pattern for the convenience of loading, unloading and transport. According to the characteristics of the goods and the different requirements in transportation, packages shall be marked legibly with words “Handle with Care”, “Right Side Up”, ”Keep Dry”, etc.

7.4

For nude packed goods, the above mentioned relevant contents shall be indicated with metal label or directly on the equipment. Large goods shall be equipped with sufficient support or packing cushions.

7.5

Within each packing box, detailed packing list for names of sub-items, quantity, price and set No. and drawing No., quality qualification certificate and relevant technical document of equipment shall be attached. There shall be one copy of ex-work quality certificate and technical instruction for product respectively in the packing box of the purchased parts. Another two copies of the above packing list shall be sent by mail.

 

7.6

The mandatory spare parts shall be separately packed with each set of equipment and make such package with one-off delivery.

7.7

Spear parts and special tools shall be separately packed and marked the above contents as per Sub-clause 7.3 as well as words of “Spare Parts” or “Tools”.

 

7.8

Bulked parts for all equipment shall adopt good packing method and put into suitable box, and send out within one vehicle if possible, so as to reduce the transportation cost.

7.9

Latticed box and/or similar packages shall be capable of containing equipments and spare parts that may not be stolen or damaged by other substances or rain.

 

 

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7.10

All ports of all pipes, pipe fittings, valves and other equipments must be protected with covers or otherwise properly protected.

7.11

The seller and/or other sub-contract shall not indicate any two boxes with one box No..

 

7.12

For goods with bright and cleaning process surface in need of accurate assembly, the process surface shall be protected with fine and durable layer (no paint is allowed) to prevent the occurrence of rust corrosion or damages before installation.

7.13

The seller shall use packages applicable for long-distance, repetitious moving, rain prevention and humidity prevention for the technical materials delivered. The cover of each technical material package shall indicate the following contents:

1)        Contract No.;

2)        Names of supply and receiving units;

3)        Destination station;

4)        Gross weight;

5)        Box No. / Piece No..

Within each material package, one original and two duplicate copies of a detailed list of technical documents indicating technical materials’ sequence No., Document Item No., Name and pages shall be attached.

7.14

Where the good are damaged or lost because of the bad packing or keeping of the seller, anytime or anywhere, once validated, the seller shall be responsible for timely repairing, replacement or compensation according to Chapter 10 of this contract. When the goods are damaged or lost during the transport, the seller is responsible for negotiate with insurance company and transport-undertaking department, and at the same time shall supplement the goods as soon as possible to the buyer to meet the demand of construction period.

 

 

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7.15

The seller shall specially mark the package, packing set, transportation fixing frame for multiple and special use. The seller shall collect them after the completion of use, upon the arriving and checking of the components (the expenses shall be borne by the seller), and the buyer is under the obligation to offer necessary assistance.

7.16

Within 5 working days of the transportation of the equipment, the seller shall notify the storage and transportation method to buyer by fax, and the buyer shall handle the equipment according to the instructions as strictly as possibly. In case of any damage to the contractual equipment attributed by buyer’s improper preservation, the buyer shall bear the responsibility.

 

8

Technical Service and Liaison

8.1

The seller shall timely provide such all-through services as relevant technical instructions, technical cooperation and technical trainings for the engineering design, equipment construction supervision, inspection, earthwork, installation, debugging, acceptance, performance acceptance test, running and maintenance related to the contractual equipments supplied by the seller. Submission of the plan shall be executed as per the Appendix 7.

 

8.2

The seller shall send representatives to the site to provide technical service and instruct the buyer through the process of, construction, installation, debugging and trial run according to the technical materials from the seller. And the seller shall also be liable for solving any problem concerning manufacture quality and performance that arises during installation, debugging and trial run.

8.3

Both parties shall determine the times, time and place of the technical liaison meeting within 30 days after the effective date of the contract.

 

8.4

In case of big problems that call for the immediate negotiation of both parties, either of the two parties can propose a meeting and generally the other party shall agree to attend the meeting.

8.5

As to each meeting and other types of liaison, the meeting or liaison minute shall be signed and enforced by both parties. In case the contract terms and conditions are to be amended, it shall be approved by the legal representative or the authorized person of both parties and the amended version shall prevail.

 

 

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8.6

In case the seller is to amend the scheme for installation, debugging, running and technical service proposed by the seller and confirmed by both parties at the meeting, the seller shall inform the buyer in written form for confirmation. In order to meet the requirements of site conditions, the buyer has the right to suggest alteration or amendment and shall inform the seller in written form. The seller shall take full consideration and meet the requirements of the buyer as possibly as it can.

8.7

Either party has the right to distribute the materials related to the contractual equipments provided by the other party to all parties involved in the project, and no forms of tort thus arises. However, in no circumstances shall the materials be provided to the third party who is not involved in the project.

 

8.8

As to the materials of the seller and the buyer which are sealed with “CONFIDENTIAL”, both parties undertake the confidentiality liabilities and obligations.

8.9

In case the seller’s sub-contractor needs part of the technical service related to the contractual equipments or works in the site, it shall be organized by the seller and approved by the buyer. All the expenses shall be borne by the seller itself.

 

8.10

The seller (including subcontracting and outsourcing) shall undertake the full liability for supply, equipment, technical interface and technical service involved in the contract and confirmed by the seller.

8.11

As to other equipments connected with the contractual equipments, the seller is under the obligation to provide interface and technical cooperation and the expense incurred which is not included in the contract price shall be borne by the buyer.

 

9

Manufacture, Quality Control and Inspection

9.1

Manufacture

 

9.1.1

Seller’s manufacture, assembly and debugging of the contractual equipment shall be strictly in accordance with the design drawing, technical standard and process requirements.

 

 

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9.1.2

The raw material, parts and auxiliary equipment, outsourcing processing piece purchased by the seller for the contractual equipment shall get through the acceptance in accordance with the drawing, technical requirements and corresponding standards before putting it into operation.

9.1.3

During his manufacture of the contractual equipment, the seller shall make detailed records on the process flow strictly according to the process requirements.

 

9.2

Quality control

9.2.1

Seller shall carry out all-through quality control on the manufacture of the contractual equipment strictly according to ISO9001 Quality Management System.

 

9.2.2

Seller shall, in accordance with the quality requirements of the contractual equipment, following the process flow, compile the quality control point, quality control outline and quality control recording form during the production, to make the production quality control meet the quality function of the products.

9.2.3

Seller shall, on the basis of the contractual equipment quality control outline and in accordance with the quality index of all quality control points, carefully fill the quality control recording form, to make it serve as the basis for judging the qualification of the products.

 

9.2.4

With the completion of factory manufacture of the contractual equipment, as well as the installation, debugging and acceptance of the wind farm fan, the seller shall conduct all-round tracking management on the quality condition, timely feed back quality information and take active measures on correction and precaution.

9.3           Inspection

9.3.1

The raw material, parts and auxiliary equipment, outsourcing processing piece purchased for the contractual equipment shall get through strict inspection; their performance, dimension and other technical indexes shall fully meet the design requirements.

 

 

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9.3.2

During the assembly of the contractual equipment, inspection shall be strictly carried out in accordance with the process requirement. With the completion of the assembly, item-by-item inspection shall be carried out in accordance with the factory’s debugging outline, and only the qualified equipment can leave the factory.

9.3.3

After receiving buyer’s delivery notice, the seller shall transport the contractual equipment to the buyer’s designated place. Then sell’s personnel shall hand over the equipment to the buyer’s personnel and take photo for filing, as well as sign the equipment transfer sheet which shall be kept with due care by the buyer.

 

9.3.4

After the erection of the contractual equipment on site is completed, sell’s personnel shall carry out debugging on the equipment according to the site debugging outline, make detailed inspection records, issue the test report and sign pre-acceptance certificate.

9.4

Buyer shall be entitled to make quality supervision on the whole process of the  manufacture, installation and debugging of the contractual equipment without any impact on sell’s normal production in general; be entitled to get acquaintance, review and copy the examination & test report and result, as well as provide convenience to the working and living.

 

10

Installation, Debugging, Trial Run, Acceptance and After-sale Service

10.1

The buyer shall implement the installation, running and maintenance in accordance with the technical materials, inspection standards and specifications provided by the seller. And the seller shall dispatch personnel to participate in if necessary.

 

10.2

When the buyer’s project site is well prepared for installation, he shall notify the seller’s personnel to participate in writing.

10.3

Before the installation of the contractual equipment, seller’s and buyer’s personnel shall make confirmation on installation method and requirements, as well as participate in the all-through installation. Besides, they shall jointly carry out necessary inspection to the installation quality and sign the installation completion document.

 

 

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10.4

After the installation of the contractual equipment is finished, the seller shall dispatch personnel to carry out debugging and trial run for the set. Seller shall be responsible for the debugging of the single machine system and buyer shall be responsible for the debugging of the wind farm system. Seller shall solve equipment problems during the debugging as soon as possible. The time needed for solving equipment problems shall not exceed 2 month; otherwise it will be treated as delaying construction period if the time delay is attributed to the seller.

10.5

Acceptance test shall be conducted after the debugging of all the sets is completed, and the sets run safely, consecutively and stably for 500 hours without fault. The buyer is responsible for this acceptance test and the seller participates. After the performance acceptance test is completed, the buyer shall sign the contractual equipment performance pre-acceptance certificate with the seller within 10 days. If the contractual equipment can not reach one or several indexes specified in Appendix 1, it is treated according to Article 10.6 and 11.7.

 

10.6

If the first performance acceptance test can not reach one or several performance guarantee values specified in Appendix 1, both parties shall analyze the reasons together and clarify liabilities which shall be born by the responsible party for taking measures, and conduct the second acceptance test within 3 months after the completion of the first acceptance test.

10.7

After the second performance acceptance test, if there are still one or several indexes that can not reach the performance guarantee values specified in technical specification of this contract, both parties shall study and analyze reasons together and clarify liabilities: if it is attributed to the seller, Article 11.7 of the contract shall be executed; if it is not attributed to the seller, this contractual equipment should be considered as passing the performance acceptance, and within 10 days thereafter, the representative of the buyer will sign the performance acceptance certificate of this contractual equipment together with the representative of the seller. But the seller is still obligatory to take measures with the buyer to make the performance of the contractual equipments to reach the guarantee value.

 

 

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10.8

After 12 months from the arriving date of the contractual equipment, if the trial run installation, debugging and performance acceptance test of the contractual equipment can not be carried out attributed to the buyer, it shall be regarded as passing the final acceptance, and within 10 days hereafter, the buyer shall sign the final acceptance certificate together with the seller. After 24 months, it shall be regarded as passing the final acceptance, and within 10 days hereafter, the buyer shall sign the final acceptance certificate together with the seller.

10.9

360 hours after the stable running without any fault of the contractual equipment, if the delaying period of the performance acceptance test caused by the buyer exceeds 5 days, within 10 days thereafter, the buyer shall sign the performance acceptance certificate of the contractual equipment together with the seller.

 

10.10

Whether the performance acceptance test of the contractual equipment is made once or twice, the buyer shall be handed over to the buyer for running and management, as well as necessary maintenance as required from the issue date of the preliminary acceptance certificate. The buyer shall issue the final acceptance certificate within 5 days after 24 months from the issue date of the pre-acceptance certificate.

10.11

After the circumstance in Article 10.8 occurs, the seller shall assist the buyer to conduct the equipment’s installation, debugging and first performance acceptance test as required in the contract. If the second performance acceptance test is required, buyer shall pay expense to seller as calculated according to Article 10.12.

 

 

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10.12

Anytime during the process of executing the contract, for the request of the seller on checking testing, retesting, repairing or replacing work out of the need of the seller’s responsibilities, the buyer shall make arrangement to cooperate with the above mentioned work. The seller shall bear fees for repairing, replacement or labors. If the seller entrusts constructor of the buyer to process and/or repair and replace equipment, or there is re-work caused by the error of the design drawings of the seller, instruction errors of the seller, the seller shall pay fees to the buyer according to the following formula: (all the fees are calculated according to the rate at the time when the fees happen). Similarly, if the seller shall carry out the above work additionally attributed to the buyer, the buyer shall bear the corresponding expense.

The expense calculation formula is as follows:

P=ah+M+cm

 

Among which: P – total fees (Yuan)

a – labor fee (Yuan/hour · person)

h – person time (hour · person)

M – material fee (Yuan)

C – set & shift number (set · shift)

M – set & shift fee for each equipment (Yuan/set · shift)

10.13

Seller shall agree that after the final acceptance of each set of equipment is completed, he shall continue to provide the seller with spare parts to maintain the contractual equipment’s normal running. If the seller intends to stop providing or can not provide some of the spare parts, the seller is liable for notify the buyer in advance, so that the buyer shall get sufficient time to seek for appropriate suppliers for the spare parts needed. Besides, the seller shall also provide the drawing, technical specification and any other necessary assistance.

10.14

After the pre-acceptance of each set of equipment is completed, when the buyer carries out the shutdown inspection and repair, the seller is liable for dispatching technician to participate in such inspection upon buyer’s requirements at any time.

 

 

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11.

Guarantee and Claims

11.1

The quality guarantee term of the contractual equipment supplied by the seller shall be two years from the issuance of the pre-acceptance certificate of each set of equipment. When the quality guarantee of equipment expires, the two parties shall sign the final acceptance certificate in 3 originals and 3 copies respectively within 10 days. The seller shall not be liable for the loss for abnormal maintenance and improper operation, as well as the normal wear. If there is no special reason, where the final acceptance certificate fails to be signed, it shall be deemed that both parties approve the final acceptance.

 

11.2

The Seller shall guarantee that the supplied contractual equipments is completely new with advanced and mature technology and fine quality, and the model selection of the equipment conforms to the requirements of safety, reliability, economic operation and easy maintenance.

11.3

The Seller shall guarantee that the technical data delivered according to the provisions in the Technical Specification of the Contract is complete, uniform, correct and accurate in contents and can meet the design, installation, debugging, operation and maintenance requirements of the contractual equipments.

 

11.4

During the Contract execution period, if the equipment supplied by the Seller is defective and the technical data is erroneous, or rework or rejection is caused due to the wrong direction and negligence of the technical personnel of the Seller, the Seller shall immediately replace and repair for free. If replacement is necessary, the Seller shall bear all the expenses incurred for replacement at the installation site.

11.5

The equipment damaged because the Buyer is not constructed, installed and debugged according to the technical data, the drawing and the instruction manual provided by the Seller and the guidance of the onsite technical service personnel of the Seller shall be repaired and replaced by the Buyer, but the Seller shall liable for supplying the parts for replacement as soon as possible, and shall transport the emergency parts required by the Buyer in a fastest way. All costs shall be borne by the Buyer.

 

11.6

Both parties shall, within 30 days after receiving claim application, give written reply; otherwise such application shall been deemed to be accepted.

 

 

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11.7

Where the equipment can not reach guarantee values within guarantee period as defined in technical specifications due to the reason of the Seller, the Buyer shall have the right to claim compensation. The Seller shall, within one month after receiving written notice thereof, take possible measures. If the power is lower than expected value by 1%, as specified in Annex 9 Power Curve, liquidated damages shall be 1% of the price of each set of equipment; if the availability of single machine is lower than expected value by 1%, liquidated damages shall be 1% of the price of single machine; provided that total final amount of liquidated damages shall not exceed 5% of total contract price. After the Seller pays liquidated damages, it shall also be obliged to provide the Buyer with technical assistance and take possible measures to enable the equipment to reach performance indicators.

11.8

Where rather serious defects caused due to the Seller are found in the Contract Plant within guarantee period, namely, five major parts (except blade, gear box, generator, yaw control system, electric control system and tower pier) need to be replaced, guarantee period of these parts shall be extended accordingly after replaced.

 

11.9

Where the Contract Plant can not be delivered within the period of delivery as defined in this Contract due to the reason of the Seller (except force majeure events), the Buyer shall have the right to recover liquidated damages from the Seller in proportion as follows:

 

A.

In case of delay by 1~4 weeks: 0.2% of the amount of the part whose delivery is delayed each week;

 

 

B.

In case of delay by 5~8 weeks: 0.3% of the amount of the part whose delivery is delayed each week;

 

C.

In case of delay by over 8 weeks: 0.5% of the amount of the part whose delivery is delayed each week;

If the delivery is delayed within one week, the Buyer shall be not entitled to the claim. Total amount of liquidated damages for delayed delivery of the Contract Plant shall not exceed 5% of total price of the Contract Plant. The payment of liquidated damages shall not relieve the Seller of the responsibility of continuing fulfilling its obligations and providing guarantee within guarantee period.

 

 

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11.10

If the delivery is delayed due to the reasons of the Buyer like civil works, machinery and electricity, causing raised expenses to the Seller, the Seller may claim compensation from the Buyer. The compensations include labor costs, travel expenses, inventory fees, maintenance costs and other expenses incurred accordingly. The time of installation, commissioning and acceptance shall be postponed accordingly.

11.11

Where the Buyer fails to pay to the Seller advance payment, progress payment and final payment within the time as defined in this Contract (time of payment shall be the time the Seller receives the payment), the time of delivery, installation, commissioning or acceptance shall be accordingly postponed, and the Buyer shall pay to liquidated damages in proportion as follows:

 

 

A

In case of delay by 1~4 weeks: 3‰ of the amo


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