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EXHIBIT 10.1
REDACTED COPY
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DeWind Ltd.
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DE WIND
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Sales Agreement
for the delivery of 40 wind energy turbines
of the type
D8-2000-80-80 DIBT II
to the Czech Republic for 2008 and 2009
between
S&M CZ s.r.o.
Trébovska 809
Jevicko 569 43 / Czech Republic
(hereinafter
called the Buyer)
and
DeWind Ltd.
Seelandstrasse 1
D - 23569 Lübeck
(hereinafter
called the Supplier)
[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
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EXHIBIT 10.1
REDACTED COPY
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DeWind Ltd.
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DE WIND
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Table Of Contents
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SECTION 1. SUMMARY
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3
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SECTION 2. PRICE LIST AND BUSINESS CONDITIONS
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3
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§
2.1.
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Price
List
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3
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§
2.2.
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Business
Conditions
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4
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SECTION 3. THE SCOPE OF DELIVERY
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11
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SECTION 4. CHARACTERISTICS AND PERFORMANCE
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15
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§
4.1.
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General
WET performance data
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15
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§
4.2.
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Performance
characteristic
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15
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§
4.3.
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Noise
emission
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17
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§
4.4.
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WET
availability
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18
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§
4.5.
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Site
considerations
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22
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§
4.6.
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Compliance
with grid requirements
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22
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SECTION 5. SERVICE SUPPORT
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23
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§
5.1.
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Remote
monitoring
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23
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§
5.2.
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Routine
maintenance
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23
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§
5.3.
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Storage
of replacement parts
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25
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§
5.4.
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The
Buyer’s responsibilities
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25
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APPENDIX 1. TECHNICAL DOCUMENTS
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26
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APPENDIX 2. TECHNICAL SPECIFICATIONS AND
DESCRIPTION
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28
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APPENDIX 3. TECHNICAL SPECIFICATIONS OF THE
NACELLE
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42
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APPENDIX 5. DEVIATIONS FROM EMPLOYER
SPECIFICATIONS
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47
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APPENDIX 6. REFERENCE LIST AND SUPPORTING
DOCUMENTS
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48
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[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
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EXHIBIT 10.1
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DeWind Ltd.
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DE WIND
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SECTION 1.
Summary
This
sales agreement describes the scope of the
delivery:
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·
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40
wind energy turbines (hereinafter: WET) of the DeWind D8 type, with
a nominal output of 2000 kW each, a rotor diameter of 80 m and a
hub height of between 80 m and 100 m,
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·
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The
Supplier’s scope of delivery includes the assembly and
start-up, connection to the grid and to the telecommunications
network, as well as the electrical grounding of all 40 WET’s
to the upper part of the foundation (such as defined in Section 3).
The masts and the foundation mounts must be ordered separately by
the Buyer and comply with DeWind specifications.
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·
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WET
service and maintenance work with a 2-year warranty.
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·
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The
validity of the Agreement is contingent upon the consent of the
Board of Directors of DeWind Ltd. (conditional management) and the
Executive Committee of the bank that is providing the Buyer’s
financing. A final decision by the aforementioned Committee must be
made no later than 10.31.2007, otherwise neither the Buyer nor the
Supplier will be bound by the Agreement.
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Section 2.
Price List and Business Conditions
The
following prices are related to the scope of delivery as
defined in Section 3 of this Sales Agreement, in the currency
cited below, and under the conditions named in this section.
These fixed prices are for the quantities to be shipped for
the year 2008 and 2009.
The
calculation is based on a steel price index of 700.00
€ /t
and a DEL listing (
Deutsches Elektrolytkup-
fer für Leitzwecke -
[German Electrolytic Copper for Conductors]) -of 550.00
€/100 kg.
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Quantity
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Description
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Price per WET
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Total price for 2009 delivery
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40
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Wind
energy turbines Type D8-2000-80 DIBT II, consisting of
nacelle, hub, rotor, including the mounting and start-up, as
well as the mast specifications, including drawings for output
cables, drive mechanisms and foundation mounts so that the
Buyer can order the completely outfitted mast separately. The
release of this information is exclusively to comply with the
sales agreement’s warranty,
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1,536,000
€
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61,440,000
€
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[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
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EXHIBIT 10.1
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DeWind Ltd.
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DE WIND
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40
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including
Service and Maintenance, for 2 years as well as basic service
training for 4 qualified employees of the Buyer.
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included
in the price of the WET
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Total price
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1,536,000
€
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61,440,000
€
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The
aforementioned prices are to be understood as net, exclusive
of the applicable sales taxes, levies, charges or other costs.
If additional services are required, or separately ordered by
the Buyer, the Buyer must absorb the extra costs at the
Supplier’s usual rates. The Supplier will inform the
Buyer in writing of the usual cost of other services
immediately when an order for such is placed, and at the
latest when said order for additional services is
confirmed.
The
aforementioned prices are binding for the 40 WET’s
release order, to be effected no later than 10.31.2007, and
for their delivery, assembly, and start-up no later than the
end of the 4
th Quarter
of 2009.
The
Buyer’s rights to the annual quantity or a partial-year
quantity may not be transferred to a Project Team or Group of
Investors without prior approval by the Supplier.
A
schedule, in which the overall time frame and the delivery
date for each project are fixed, is to be agreed upon by both
Parties for project-related binding purchase orders. The
project schedule is a part of this Agreement, and is binding
for both Parties to the Agreement, unless the delivery date is
delayed by circumstances beyond the control of the
Supplier.
For
Allotment I (16 WET’s), an agreement was reached on the
following due dates and contractual penalties:
In
accordance with the payment conditions of 2.2.3, the delivery
and start-up for the first 10 WET’s of Allotment I will
occur no later than 12.31.2008, and for the remaining 6
WET’s of Allotment I, the delivery and start-up will
occur no later than 3.31.2009 (project-related schedule, see
above).
For
Allotment II (24 WET’s), an agreement was reached on the
following deadlines and contractual penalties:
[initials]
*****
This material has been omitted pursuant to a request for
confidential treatment and filed separately with the
Securities and Exchange Commission.
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EXHIBIT 10.1
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DeWind Ltd.
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DE WIND
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The
delivery and start-up for the wind energy turbines of
Allocation II shall take place pursuant to the conditions of
the payment terms under 2.2.3 by 12/31/2009, latest (see above
for Project timeline).
In
the event that the wind energy turbines are not delivered in a
timely manner and if they are solely a result of
contractor’s actions, then contractor shall reimburse
client a delay fee in the amount of *****% of the purchase
price of the respective wind energy turbine for each day begun
up to a maximum of *****% of the purchase price including
capital costs, which have been incurred as a result of the
late delivery of said wind energy turbine up to a maximum of
***** €/day. There shall be no further right for any
reason, to any further compensation resulting from the
default.
Contractor
shall not be responsible for any lack of network connection or
for any lack of network compatibility by a third party, for
example, for reasons based on a previously existing network
overload. In addition, any claim for compensation for default
shall be excluded for changes in the legal position if they
have a significant impact on the timeframes outlined in this
contract. Contractor shall not be responsible for any lack of
regulatory approvals.
Contractor
shall not be in default if client does not fulfill his
contract responsibilities as stated in Paragraph
3.
This
framework purchase agreement is based on the availability of
the individual pieces of equipment in contractor’s
factory (FCA Lübeck, Hamburg or Bremerhaven (INCOTERMS
2000)). The transport of the equipment to the construction
site as well as the supply of the necessary cranes for their
installation are not included in the framework of the
commission and are the responsibility of the client who is
also to be responsible for transport and crane expenses.
Contractor must document the start of the [equipment]
transport.
| 2.2.3 |
Payment
terms and default conditions
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For
Allocation I (16 wind energy turbines), the payment terms are
as follows:
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Client
is to provide upon first request, a payable bank guaranty by
11/15/2007 (see also 2.2.4) in the amount of *****€
covering the entire purchase price of the agreed upon delivery
and performance of the order for Allocation I (16 wind energy
turbines).
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5%
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of
the total price of the agreed upon delivery and performance of
the order for Allocation I (16 wind energy turbines) in the
amount of *****€ by 01/31/2008, at the
latest.
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15%
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of
the total price of the agreed upon delivery and performance of
the order for Allocation I (16 wind energy turbines) in the
amount of *****€ by 03/15/2008, at the
latest.
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[initials]
***** This material has been omitted pursuant to a
request for confidential treatment and filed separately with the
Securities and Exchange Commission.
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EXHIBIT 10.1
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DeWind Ltd.
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DE WIND
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5%
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of
the total price of the agreed upon delivery and performance of
the order for Allocation I (16 wind energy turbines) in the
amount of *****€ by 05/15/2008, at the
latest.
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20%
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of
the total price of the agreed upon delivery and performance of
the order for Allocation I (16 wind energy turbines) in the
amount of *****€ by 06/30/2008, at the
latest.
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50%
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of
the individual purchase price for one wind energy turbine for
the agreed upon delivery and performance of the order for
Allocation I (16 wind energy turbines) in the amount of
*****€ per turbine, to be made upon notification by FCA
Lübeck, Hamburg or Bremerhaven that delivery is
ready.
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5%
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of
the individual purchase price for one wind energy turbine for
the agreed upon delivery and performance of the order for
Allocation 2008 (16 wind energy turbines) in the amount of
*****€ per turbine which follows the start-up of each
individual wind energy turbine (based upon the date of the
start-up outline as filled out by contractor), and which is to
be paid no later than 3 weeks following notification that
start-up is ready and as long as there are no impediments by
contractor which would prevent the start-up.
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For
Allocation II (24 wind energy turbines), the payment terms are
as follows:
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Client
is to provide upon first request, a payable bank guaranty by
03/31/2008 (see also 2.2.4) in the amount of *****€
covering the entire purchase price of the agreed upon delivery
and performance of the order for Allocation II (24 wind energy
turbines).
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5%
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of
the total price of the agreed upon delivery and performance of
the order for Allocation II (24 wind energy turbines) in the
amount of *****€ by 01/31/2009, at the
latest.
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15%
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of
the total price of the agreed upon delivery and performance of
the order for Allocation II (24 wind energy turbines) in the
amount of *****€ by 03/15/2009, at the
latest.
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5%
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of
the total price of the agreed upon delivery and performance of
the order for Allocation II (24 wind energy turbines) in the
amount of *****€ by 05/15/2009, at the
latest.
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20%
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of
the total price of the agreed upon delivery and performance of
the order for Allocation II (24 wind energy turbines) in the
amount of *****€ by 06/30/2009, at the
latest.
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50%
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of
the individual purchase price for one wind energy turbine for
the agreed upon delivery and performance of the order for
Allocation II (24 wind energy turbines) in the amount of
*****€ per turbine, to be made upon notification by FCA
Lübeck, Hamburg or Bremerhaven that delivery is
ready.
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5%
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of
the individual purchase price for one wind energy turbine for
the agreed upon delivery and performance of the order for
Allocation II (24 wind energy turbines) in the amount of
*****€ per turbine which follows the start-up of each
individual wind energy turbine (based upon the date of the
start-up outline as
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[initials]
***** This material has been omitted pursuant to a
request for confidential treatment and filed separately with the
Securities and Exchange Commission.
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EXHIBIT 10.1
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DeWind Ltd.
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DE WIND
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filled
out by contractor), and which is to be paid no later than 3
weeks following notification that start-up is ready and as
long as there are no impediments by contractor which would
prevent the start-up.
The
payments are due, without deductions, within 28 days of the
invoice date. Should client fail to pay by the delivery date
agreed upon in the initial order an amount which is 95% of the
total price of a requested item, then the contractor is
authorized to deny the start-up of the wind energy turbine in
question. The contractor’s denial to start up shall not
be deemed a breach of the contract and is not subject to any
contract penalty. Furthermore, in the event that payment is
made after the 28-day limit, then contractor may bill client
penalty interest equal to 5 percentage points above the base
interest rate which is to be calculated on the gross amount
still outstanding. The contractor may claim further damages
which may arise from the economically sound storage, insurance
or maintenance of the wind energy turbines.
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2.2.4
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Collateral
and bank guaranties
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Client
must provide the following collateral and bank
guaranties:
For
Allocation I (16 wind energy turbines) client is to provide a
bank guaranty no later than 11/15/2007 and for Allocation II
(24 wind energy turbines) a bank guaranty no later than
03/31/2008 which should equal 100% of the net total
contractual price as listed in Paragraph 2.1 of this document
(i.e., *****€ and *****€, respectively). Following
payment of the installments listed in Paragraph 2.2.3,
contractor shall release client from the bank guaranties in an
amount equal to the respective installment made.
Start-up
of a wind energy turbine shall mean the time period from the
point at which the necessary duties of contractor are
performed -with the goal of providing a proper functioning of
the wind energy turbine- to the time at which the first kWh
(kilowatt hour) is stored in the network. Contractor is
responsible for the supervision of the start-up. If necessary,
client shall provide the personnel needed in order to assist
with the start-up. Client shall also have the right to name a
representative who is present during the start-up. Start-up
date shall be documented by contractor on a start-up timeline
which has been signed by contractor or one of his assistants
and which shall be provided to client in duplicate within two
weeks following the start-up date.
[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
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EXHIBIT 10.1
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DeWind Ltd.
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DE WIND
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If
connection to the network cannot be accomplished within the
timeframe given by client in the project timetable, then it is
the responsibility of the client to provide alternative
solutions which can ensure the secure functioning of the wind
energy turbine until such connection is made available. If,
after contractor has completed work, start-up is not possible
for lack of a network connection or lack of an alternative
means to produce the turbine’s functionality, then the
start-up date that applies shall be that date on which the
wind energy turbine is made technically available and which
the contractor must verify on a special timetable. Any
supplemental costs incurred from the client’s failure to
provide connection to the network in a timely manner are to be
borne by client.
The
trial phase shall be defined as the time period following the
start-up of the wind energy turbine during which the wind
energy turbine is tested. The trial phase shall begin
immediately after the start-up of the wind energy turbine if
there are no other written communications by
contractor.
The
trial phase shall have a length of 10 calendar days. During
this time, the wind energy turbine must operate at an average
technical availability of at least 90% based on the definition
of availability in Paragraph 4.4 of this document. If the
average availability falls below 90%, then the trial phase
shall be lengthened automatically until this percentage is
attained for an ongoing period of 10 calendar
days.
If
it should be necessary to repair or replace one of the wind
energy turbines components such as the gearbox, inverter,
generator or rotary blades during the trial phase, and the
respective wind energy turbine must be turned off for this
reason for more than two calendar days, then the trial phase
shall begin anew for 10 calendar days after the damaged part
is repaired or replaced and the wind energy turbine is again
ready for operation.
After
completion of the trial phase the contractor shall provide
client with a written confirmation indicating the conclusion
of the trial phase.
The
warranty period during which contractor is responsible for
eliminating the wind energy turbine’s defects and
damages shall be two years. This begins with the date of the
conclusion of the wind energy turbine’s trial phase or a
maximum of 30 months from the date indicated as the agreed
upon delivery date in the initial order, whichever of these
dates shall occur first.
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2.2.10
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Availability
period
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[initials]
***** This material has been omitted pursuant to a
request for confidential treatment and filed separately with the
Securities and Exchange Commission.
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EXHIBIT 10.1
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DeWind Ltd.
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DE WIND
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The
availability period is the time period during which the
blanket compensation for damages is applicable for the
technical availability as defined in Paragraph 4.4 of this
document. This time period has duration of two years and
begins with the date marking the conclusion of the trial phase
of the respective wind energy turbine but no later than two
months after the start-up of the wind energy turbine as
indicated in the timetable.
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2.2.11
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Extent
of delivery and technical changes
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Contractor
reserves the right to undertake detailed changes to the
construction and specifications of the wind energy turbine and
its appropriate accessories at any time. Such changes will not
hinder the contractual usefulness of the wind energy turbine
but could alter the detailed specifications, appearance and
parts’ delivery sources or construction groups. All of
the wind energy turbine’s specifications contain typical
features pursuant to this framework purchase agreement and no
contractual assurances of the use of the mentioned
specifications.
Such
changes will not have any influence on the environmental
tolerance studies or the procedure for testing environmental
tolerance nor will it have any impact on the conditions of the
construction authority.
Any
information contained in this contract which has been
submitted by contractor at the request of client for the
purpose of adhering to regulatory requirements must first be
confirmed by the contractor as project-specific before it may
be forwarded to a third party.
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2.3
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Supplemental conditions
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2.3.1
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Offsetting
and Assignment Provisions
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The
client is not permitted to use any claims to offset any
compensation or any other claims with contractor which may be
present in another contractual agreement entered into with him
unless they are undisputed or legally valid counterclaims of
client.
For
all of the legal relationships between the parties of this
contract only German law shall apply with the exception of the
UN Convention on Contracts for the International Sale of Goods
(CISG) dated 04/11/1980.
[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
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EXHIBIT 10.1
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DeWind Ltd.
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DE WIND
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2.3.3
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Written
Communication clause
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Changes
and supplements to this contract are to be made in writing.
This also applies to the written communication
clause.
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2.3.4
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Fulfillment
location
|
The
location of fulfillment for deliveries by contractor is
Lübeck, or alternatively, Hamburg or Bremerhaven, Germany
and for performance (assembly, start-up, service &
maintenance), it is the Czech Republic.
The
Court of Law for lawsuits which may stem from this contract
shall be Prague, Czech Republic.
In
the event that certain terms of this contract are or shall
become void, then the contract as a whole shall remain
unaffected. Rather, the contract parties shall be obligated to
replace the void terms with terms that most closely convey the
intended purpose. This shall also apply in the case of a
regulatory gap.
[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
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EXHIBIT 10.1
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DeWind Ltd.
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DE WIND
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ITEMS
|
Scope of delivery
Contractor
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Services
Principal
|
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3.1.
|
WET main components (as specified in Annex 2
As.1)
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3.1.1
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Rotor
blades
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X
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-
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3.1.2
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Hub
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X
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-
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3.1.3
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Nacelle
(see details in Annex 3)
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X
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-
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3.1.4
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Tower
|
-
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X
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3.1.5
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Foundation
fitting
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X
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3.2.
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Transformer station (as specified in Annex 2
A2.2)
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|
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3.2.1.
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Earthwork
and construction of foundation
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-
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X
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3.2.2.
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Delivery
and installation of transformer and switching
station
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-
|
X
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3.2.3.
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Connection
of the low voltage cabling to the transformer
station
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-
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X
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3.2.4.
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Connection
of measurement voltage cabling to transformer
station
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-
|
X
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3.2.5
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Grounding
certificate for the transformer station
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-
|
X
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3.2.6.
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Completion
report and quality certificate according to the
contractor’s specifications
|
-
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X
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3.3
|
Mains voltage cabling (as specified in Annex 2
A2.3)
|
|
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3.3.1.
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Excavation
and filling of the cable trenches
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-
|
X
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3.3.2.
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Delivery
and laying of the cables
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-
|
X
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3.3.3.
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Connection
of the mains voltage cabling to the WET
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X
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-
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3.3.4.
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Completion
report and quality certificate according to the
contractor’s specifications
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-
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X
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3.4.
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Measurement voltage cabling (as specified in Annex 2
A2.4)
|
|
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3.4.1.
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Excavation
and filling of the cable trenches
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-
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X
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3.4.2.
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Delivery
and laying of the cables
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-
|
X
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3.4.3.
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Connection
of the measurement voltage cabling to the grid
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-
|
X
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3.4.4.
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Completion
report and quality certificate according to the
principal’s specifications
|
-
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X
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3.5.
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Coupling station (as specified in Annex 2
A2.5)
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3.5.1.
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Earthwork
and construction of the foundation
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-
|
X
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3.5.2.
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Delivery
and installation of the coupling station
|
-
|
X
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3.5.3
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Connection
and startup
|
-
|
X
|
[initials]
***** This material has been
omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange
Commission.
|
EXHIBIT 10.1
REDACTED COPY
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DeWind Ltd.
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DE WIND
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ITEMS
|
Scope of delivery
Contractor
|
Services
Principal
|
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3.5.4
|
Completion
report and quality certificate according to the
principal’s specifications
|
-
|
X
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3.6
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Grid connection (as specified in Annex 2
A2.6)
|
|
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3.6.1.
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Grid
connection plan
|
-
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X
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3.6.2.
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Grid
requirements according to the grid operator’s
specifications
|
-
|
X
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3.6.3.
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Provision
of the grid requirements at the grid infeed point
|
-
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X
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3.7.
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Foundation (as specified in Annex 2 A2.7.)
|
|
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3.7.1.
|
Development
and specification of the foundation
|
X
|
-
|
|
3.7.2.
|
Unloading
the foundation fitting
|
-
|
X
|
|
3.7.3.
|
Construction
of the foundation
|
-
|
X
|
|
3.7.4.
|
Completion
report and quality certificates according to the
contractor’s specifications
|
-
|
X
|
|
3.8.
|
Access and infrastructure of the site (as specified in Annex 2
A2.8)
|
|
|
|
3.8.1.
|
Site
inspection by the contractor
|
X
|
-
|
|
3.8.2.
|
Ensuring
access for heavy transport equipment via public
roads
|
-
|
X
|
|
3.8.3.
|
Changes
to public roads
|
-
|
X
|
|
3.8.4.
|
Construction
of access roads and crane sites according to the
contractor’s specifications
|
-
|
X
|
|
3.8.5.
|
Provision
and preparation of the erection area for the rotor
blades
|
-
|
X
|
|
3.8.6.
|
Completion
report and quality certificate according to the
contractor’s specifications
|
-
|
X
|
|
3.9.
|
Telecommunication and remote monitoring (as specified in Annex 2
A2.9)
|
|
|
|
3.9.1.
|
Concept
and connection diagram for the telecommunications of the wind
farm
|
-
|
X
|
|
3.9.2.
|
Excavation
and filling of cable trenches
|
-
|
X
|
|
3.9.3.
|
Delivery
and laying of the telephone cables
|
-
|
X
|
|
3.9.4.
|
Delivery
and installation of the ISDN connection
|
-
|
X
|
|
3.9.5.
|
Delivery
and installation of the lightning arrester
|
-
|
X
|
|
3.9.6.
|
Delivery
and laying of the cables for the internal farm communications
(optical fiber)
|
-
|
X
|
[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
|
EXHIBIT 10.1
REDACTED COPY
|
|
| |
|
|
DeWind Ltd.
|
DE WIND
|
|
ITEMS
|
Scope
of delivery
Contractor
|
Services
Principal
|
|
3.9.7.
|
Completion
report and quality certificates according to the
contractor’s specifications
|
-
|
X
|
|
3.9.8.
|
Remote
monitoring of the wind farm within the warranty
|
X
|
-
|
|
3.10.
|
Transport (as specified in Annex 2 A2.10)
|
|
|
|
3.10.1.
|
Transport
of the foundation fitting to the site
|
-
|
X
|
|
3.10.2.
|
Transport
and if necessary packaging of the tower, the nacelle, the hub
and the rotor blades to the site
|
-
|
X
|
|
3.11.
|
Erection and startup of the WET (as specified in Annex 2
A2.11)
|
|
|
|
3.11.1.
|
Framing
the cranes for assembly
|
-
|
X
|
|
3.11.2.
|
Site
safety and site security
|
-
|
X
|
|
3.11.3.
|
Assembly
of the WET
|
X
|
-
|
|
3.11.4.
|
Connection
of the WET to the low voltage cables, telecommunication
cables, internal communication (optical waveguide) and
grounding
|
X
|
-
|
|
3.11.5.
|
Startup
of the WET
|
X
|
-
|
|
3.11.6.
|
Protection
and safety on the site: responsibilities of the
principal
|
-
|
X
|
|
3.11.7.
|
Protection
and safety on the site: responsibilities of the
contractor
|
X
|
-
|
|
3.12.
|
Trial operation period (as specified in Annex 2
A2.12)
|
|
|
|
3.12.1.
|
Supervision
until the end of the trial operation period
|
X
|
-
|
|
3.13.
|
Routine maintenance (as specified in Annex
5.2.)
|
|
|
|
3.13.1.
|
Routine
service + maintenance during the warranty period
|
X
|
-
|
|
3.13.2.
|
Routine
service and maintenance after the warranty period
|
-
|
X
|
|
3.13.3.
|
Routine
cleaning of the rotor blades
|
-
|
X
|
|
3.13.4.
|
Routine
maintenance of the transformer station
|
-
|
X
|
|
3.14.
|
Supporting technical documentation (as specified in Annex
1)
|
X
|
-
|
|
3.15.
|
Additional, optional services (as specified in Annex 2
A2.15)
Not
included in the standard scope of delivery, but can be
provided by the contractor upon request for additional
cost
|
|
|
|
3.15.1.
|
Night
marking / flight beaconing
|
|
|
|
3.15.2.
|
Day
marking on the rotor blades
|
|
|
|
3.15.3.
|
Climbing
aid / electric elevator
|
|
|
[initials]
***** This material has been
omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange
Commission.
|
EXHIBIT 10.1
REDACTED COPY
|
|
| |
|
|
DeWind Ltd.
|
DE WIND
|
|
ITEMS
|
Scope of delivery
Contractor
|
Services
Principal
|
|
3.15.4.
|
Ice
sensor
|
|
|
|
3.15.5.
|
Wind
measurement mast
|
|
|
|
3.15.6.
|
Reduced-noise
operation
|
|
|
|
3.15.7.
|
Shadow-cast
switchoff
|
|
|
|
3.15.8.
|
Training
courses
|
|
|
|
3.15.9.
|
Fire
protection system
|
|
|
|
3.15.10.
|
Special
environmental conditions
|
|
|
|
3.15.11.
|
Remote
monitoring of the principal (extensions)
|
|
|
|
3.15.12.
|
SCADA
monitoring
|
|
|
|
3.15.13.
|
Particular
grid requirements
|
|
|
|
3.15.14.
|
Reduction
of harmonic
|
|
|
|
3.15.15.
|
Full
converter operation
|
|
|
|
3.15.16.
|
Other
(complete where applicable)
|
|
|
|
3.16.
|
Further services of the principal (as specified in Annex 2
A2.16)
|
|
|
|
3.16.1.
|
Building/planning
permit
|
-
|
X
|
|
3.16.2.
|
Location
report and environmental report
|
-
|
X
|
|
3.16.3.
|
Soil
report
|
-
|
X
|
|
3.16.4.
|
Grid
connection license or contract
|
-
|
X
|
|
3.16.5.
|
Financing
|
-
|
X
|
|
3.16.6.
|
Micrositing
report (wind report and farm layout)
|
-
|
X
|
|
3.16.7.
|
Turbulence
report
|
-
|
X
|
|
3.16.8.
|
Acoustic
emissions report
|
-
|
X
|
|
3.16.9
|
Shadow
cast report
|
-
|
X
|
|
3.16.10.
|
Earthquake
zone report
|
-
|
X
|
|
3.16.11.
|
Maintenance
of the ISDN connection
|
-
|
X
|
[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
|
EXHIBIT 10.1
REDACTED COPY
|
|
| |
|
|
DeWind Ltd.
|
DE WIND
|
|
4.
|
Properties and Warranties
|
| 4.1 |
General performance data of
the WET (assuming an air density of 1.225 KG/m
3 ,
a turbulence density of 10 % and a construction height of the WET
of 0.00 m NN) |
|
Designation
|
Unit
|
Value
|
|
Rated
power
|
KW
|
2,000
|
|
Hub
height
|
m
|
80
|
|
Rotor
diameter
|
m
|
80
|
|
Cut-in
wind speed
|
m/s
|
3
|
|
Rated
wind speed
|
m/s
|
13.5
|
|
Cut-out
wind speed at 10 min
At
30 s
At
1 s
|
m/s
m/s
m/s
|
25
28
36
|
|
Survival
wind speed
|
m/s
|
57.4
|
|
Design
speed (rotor)
|
1/min
|
18.0
|
|
Design
speed range (rotor)
|
1/min
|
11.1
- 20.7
|
|
Design
speed (generator)
|
1/min
|
1,700
|
|
Design
speed range (generator)
|
1/min
|
1,050-1,950
|
|
Ambient
temperature range for operation
(Note:
a reduction in output may be necessary at ambient temperatures
above 25 °C)
|
°
C
|
-20
to + 35
|
The
power curve of the WET D8 with a rated power of 2,000 kW at an
air density of 1.225 kg/m
3 and
a turbulence intensity of 10% on flat terrain is shown by the
following diagram. The associated table on the next page shows the
rated power depending on wind speeds. It should be noted that the
power output can change with an air density different from 1.225
kg/m
3 and
a higher turbulence intensity than 10%.
The
contractor guarantees that at least *****% of the power curve
that was obtained at a reference location will be achieved
under the above conditions of air density and turbulence
intensity. In this sense, the reference location is a location
at which a measurement of the power curve is possible
according to FGW [
Federation of German Windpower] guideline Rev. 13 Ed.01/2000. The
output is measured on the low voltage side in the area of the foot
of the tower or in the transform station. This warranty is given
for the duration of 2 years and begins with the date of the end of
the trial operation period, but at the latest two months after the
recorded initial startup of the WET.
[initials]
***** This material has been
omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange
Commission.
|
EXHIBIT 10.1
REDACTED COPY
|
|
| |
|
|
DeWind Ltd.
|
DE WIND
|
[see
source for table in English]
If
defects are reported with respect to the power curve, which
the contractor does not consider as such, the principal can
commission an independent expert acceptable to both parties or
an institute (e.g., DEWI, Windconsult, Windtest, or the like)
to conduct measurements at the site. These measurements must
be conducted according to the IEC 61400-12 or the FGW Rev. 13
Ed.01.2000 standards.
If
the power curve does not lie within the guaranteed range of
*****% of the measured power curve according to the findings
of the independent expert or institute commissioned by the
principal, although the principal has cleaned the rotor blades
in line with the contract, the contractor shall bear the
expense of the review. In this case, the contractor shall
improve the power curve at his expense within one year of
receipt of the measurement result from the independent expert
or institute such that the necessary value is
reached.
[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
|
EXHIBIT 10.1
REDACTED COPY
|
|
| |
|
|
DeWind Ltd.
|
DE WIND
|
If
the contractor is not able to increase the power curve to the
guaranteed power level within the above-referenced period of
one year after he has repeatedly taken corresponding measures,
unless the non-achievement of the power curve is based on
willful or grossly negligent conduct by the contractor, the
contractor shall pay the principal the following lump-sum
damages to satisfy all claims for damages by the principal for
the non-compliance with the guaranteed power
curve:
*****%
of the respective
WET net contract price for the respective WET as defined in Section
2.1 per *****%
reduced output of the guaranteed power curve up to a maximum
of *****%
of the contract price.
The
contractor guarantees an acoustic power level of 104 dB(A) at
hub height at a wind speed of 10 m/s according to the IEC
61400-11 Ed.12.2002 standard. This warranty is given for the
duration of 2 years and begins with the date of the end of the
trial operation period, but at the latest two months after
written confirmation of the initial startup of the
WET.
If
the principal complains within the warranty period that the
acoustic power levels are excessively high, a test shall be
carried out by a jointly agreed measuring institute or expert
at the principal’s expense.
If
it is proven thereby that the emissions exceed the guaranteed
acoustic power level, the cost of the test and the costs
resulting from the reworking of the equipment shall be borne
by the contractor. The contractor shall be granted a period of
12 months from the time of the written confirmation of the
test findings to carry out the necessary reworking. The
principal undertakes to support the contractor in implementing
the reworking measures.
If
the guaranteed acoustic power level cannot be achieved within
the 12-month reworking period, unless the non-compliance with
the guaranteed acoustic power level is based on willful or
grossly negligent conduct by the contractor, the contractor
must pay to the principal the following lump-sum damages to
satisfy all claims for damages by the principal for
non-compliance with the guaranteed power curve.
*****%
of the relevant
WET contract price of the respective WET net contract price for the
respective WET as defined in Section 2.1 per *****%
loss in energy yield due to the operational restrictions of the
power output of the WET through the power reduction to maintain the
guaranteed acoustic power level up to a maximum of
*****%
of the contract price.
[initials]
***** This material has been omitted pursuant
to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
|
EXHIBIT 10.1
REDACTED COPY
|
|
| |
|
|
DeWind Ltd.
|
DE WIND
|
During
the availability time defined in Section 2.2.10 supplier
guarantees the following technical availability for each
individual wind energy turbine (WET):
a)
An average of at least 90% in the first two months of
operation after the testing operation period is
over;
b)
An average of at least 95% in the remaining ten months of the
first year of operation;
c)
A yearly average of at least 95% for the remaining
availability time during the warranty period;
| 4.4.01 |
Computation
of availability of the WET
|
The
definition of WET availability is the status of a WET in which
it is technically available for operation.
The
formula
| 
