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Exhibit 10.31
CONFIDENTIAL TREATMENT
REQUESTED, CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN
REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION
2006 Contract
SunPower/Conergy
Amendment to Supply Agreement
between
SunPower Corporation
430 Indio Way
Sunnyvale, CA 94085
USA
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hereinafter
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called
“SunPower”
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and
Conergy AG
Anckelmannsplatz 1
20537 Hamburg
Germany
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hereinafter
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called
“Conergy”
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(SunPower and Conergy are
hereinafter collectively referred to as the “Parties”
and individually as a “Party”).
Effective as of the date of the last
signature to this Amendment Agreement (the “Effective
Date”), the Parties agree to expand the existing terms of
their relationship as set forth in that certain Supply Agreement
dated and signed by the Parties on April 17, 2004
(“Supply Agreement”), as follows:
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1.
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On the terms
and conditions set forth herein, Conergy shall purchase and
SunPower shall deliver in the calendar year 2006 solar module types
as set forth in Appendix A with a total nominal output of ***
Megawatts (MWp) peak (the “2006 Volume”).
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2.
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The 2006 Volume
shall be shipped FCA SunPower’s factory in China between
January 1, 2006 and November 30, 2006. Shipments will be
made according to the following distribution schedule, which shall
be based on calendar quarters.
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Q1
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Q2
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Q3
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Q4
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Planned 2006 volume (MWp)
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***
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***
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***
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***
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3.
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Conergy and its
affiliates shall have the exclusive right to market and sell all
SunPower products within the European Union, with the exception of
the following products which Conergy shall have no exclusive right
to market and sell:
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i.
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30-32 cell
modules with white back-sheet and rated output less than or equal
to 100 Wp for off-grid markets.
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ii.
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A-300 solar
cells sold to Building Integrated PV (BIPV) applications which are
defined as following a) glass-glass modules, b) custom roof
integrated photovoltaic (PV) laminates, or c) custom large area PV
laminates designed for curtain wall installations only.
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iii.
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Opto-electronics, consumer products or solar
concentrator products.
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***
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CONFIDENTIAL
MATERIAL REDACTED AND SEPARATELY FILED WITH THE
COMMISSION.
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Supply
Agreement 2006 / SunPower and Conergy
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3/22/2006
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iv.
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Cells or
modules for use in tracking systems, and
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v.
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Standard
modules sold into multi-family new-home projects in the
Netherlands, pending project-specific discussions with
Conergy.
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4.
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The basis of
any delivery by SunPower shall be a written purchase-order of
Conergy sent to SunPower by fax. Conergy shall comply with the
forecasting procedures set forth in the Supply Agreement. SunPower
shall confirm the purchase order by a written fixed order
acknowledgement, including volumes and module-types to be delivered
and estimated delivery dates, sent by fax (+49 6897 8106 129) to
Conergy within 5 working days after the receipt of the purchase
order.
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5.
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The price for
modules supplied under this contract shall be *** for the first ***
of modules delivered to Germany under this Agreement and *** for
the remaining volume of module shipments made in Q1 2006. Prices
for Q2, Q3 and Q4 of calendar year 2006 will be negotiated 45 days
prior to the start of the subsequent quarter.
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6.
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All prices and
deliveries under this Agreement will be made FCA SunPower’s
China factory as set forth in Section 2 above with a minimum
individual shipment volume of one sea-container (40 feet)
containing 420 solar modules.
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7.
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Conergy shall
pay all invoices no later than *** days
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