Contract between HCT Shaping Systems SA and Zhejiang Yuhui



 Exhibit 10.26 
 CONTRACT 
  

											
		 		 		 		 		 	No. P383048YA
		 		 		 		 		 	Date: May 23, 2007

 The Buyers:    Zhejiang Yuhui Solar Energy Source Co. Ltd. 
 Address: Baoqun Road, Yaozhuangzhen Industrial Zone, Jiashan, Zhejiang, China 
 Tel: ++85-573-477
3059                        Fax: ++86573-477
3063                        Post Code: 314117 
 The Sellers:    HCT SHAPING SYSTEMS SA. 
 Address: Route de Geneve 42, 1033
Cheseaux, Switzerland 
 Tel: ++41-21-731 9100 Fax: ++41-21-731 9101 
 This Contract is made by and between the buyers and the Sellers whereby the Buyers agree to buy and the Sellers agree to sell the goods according to the terms and conditions stipulated hereunder: 
  

	1.	

  

											
	 Item
	 	 Goods Specifications
	 	 Unit
	 	 Qty
	 	 Unit Price
	 	 Total Amount

	1.	 	 HCT wire saw
 E500SD-B/5
	 	 Sets
	 	 18
	 	940,000.00	 	16,920,000.00
						
	2.	 	 HCT wire saw
 SQUARER
	 	 Sets
	 	 16
	 	862,000.00	 	13,792,000.00
				
		 	 Details as per appendix
	 	 Total Contract Value (USD)
	 	 30,712,000.00

	
	Total Contract Value: USD CIP Shanghai, China U.S. DOLLARS THIRTY MILLION SEVEN HUNDRED
TWELVE THOUSAND ONLY

	
	Prices in this contract are valid for the ordered quantities stated above. Any reduction in ordered quantities will be subject to pricerevision.

  

	2.	COUNTRY OF ORIGIN AND MANUFACTURER: HCT SHAPING SYSTEMS SA, Switzerland 

  

	3.	Main machine will be packed in steel frame and plastic cover suitable for air transportation. Goods other than the main machine will be packed in wooden boxes. The wooden packaging
materials shall be prepared and stamped in accordance with ISPM #15 (International Standards on Phytosanitary Measures issued by the International Plant Protection Council IPPC), in place of the Certificate of Wood Fumigation issued by the local
government authorities. 

 During the shipment transit time, the goods must be stored indoors or with proper shelter against
rain and humidity. 







 The Sellers shall be liable for any damage to the commodity and expenses incurred on account of improper
packaging and for any rust attributable to inadequate or improper protective measures taken by the Sellers in regard to the packing. 
  

	4.	SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wording: “Keep away from
moisture” “Handle with care” “This side up” ¡and the shipping mark: 

 P383048YA 
 SHANGHAI / CHINA 
  

	5.	TIME OF SHIPMENT 

 Details as per the appendix II and it is
subject to the advance payment being remitted on time. Any delay in advance payment date may delay shipment date. 
  

	6.	PORT OF SHIPMENT: Swiss airport, Switzerland 

  

	7.	PORT OF DESTINATION: Shanghai airport, China 

  

	8.	INSURANCE: To be covered by the Sellers. 

  

	9.	PAYMENT: 

  

	 	a)	20% by T/T: 

  

	 	i.	20% advance payment of the value of 12x E500SD-B/5 and 16x SQUARER total USD5,014,400.00 of advance payment shall be made by T/T directly deposited to the Sellers’ bank account
in Switzerland before June 3, 2007. The Sellers shall furnish the Buyers invoice and bank guarantee prior to the advance payment to be made by the Buyers. 

  

	 	ii.	20% advance payment of the value of remaining 6x E500SD-B/5 total USD1,128,000.00 of advance payment shall be made by T/T directly deposited to the Sellers’ bank account in
Switzerland before June 20, 2007. The Sellers shall furnish the Buyers invoice and bank guarantee prior to the advance payment to be made by the Buyers. 

 Advance payment shall be effected by T/T directly deposited to the Sellers’ bank account in Switzerland. The Sellers shall furnish the Buyers invoice and bank guarantee prior to the advance payment to be made by
the Buyers. 
 The Sellers bank account: 
 UBS SA Lausanne, 243-FS101770.2 
 IBAN CHI3 0024 3243 FS10 1770 2 
 BIC UBSWCHZH80A 
  

	 	b)	The advance payment is due according to contract terms and conditions. Otherwise, the Seller reserves the right to revise the contract value according to the Swiss Francs prevailing
exchange rate. 









	 	c)	30 days before the delivery date, the Buyers shall remit immediately 75% of contract value via T/T directly deposited to the Sellers’ bank account in Switzerland on
presentation of invoice issued by the Sellers. This payment is a necessary pre-requisite for machine delivery. 

  

	 	d)	Within 5 days at sight of machine acceptance protocol, the Buyers shall remit immediately 5% of contract value via T/T directly deposited to the Sellers’ bank account in
Switzerland. 

  

	 	e)	If the final machine acceptance at the Buyers’ site does not take place within 60 days following the arrival of machine at the entry port/airport of destination through no
fault of Sellers, the final 5% of payment shall become payable immediately. 

  

	 	f)	All the bank charges incurred inside China shall be borne by the Buyers and the bank charges incurred outside China shall be borne by the Sellers. 

  

	10.	DOCUMENTS: 

  

	 	a)	Full set of Airway bills showing “Freight Prepaid” and consigned to the party as instructed in the aforesaid L/C 

  

	 	b)	Manually Signed Commercial invoice in 3 originals indicating the Contract number and shipping mark and made out in details as per the Contract 

  

	 	c)	Certificate(s) of origin of the goods issued by the Sellers 

  

	 	d)	Packing list/Weight Memo in 3 originals issued. by the Sellers 

  

	 	e)	Certificate of Quality and Quantity in one copy issued by the Sellers 

  

	 	f)	Full set of Insurance Certificate for 110% of the invoice value, showing claims payable in People’s Republic of China, in currency of the draft, blank endorsed, covering All
Risks 

  

	 	g)	Copy of shipping advice to the Buyers 

  

	 	h)	For final 10% payment, a signed copy of machine test acceptance certificate 

  

	11.	SHIPMENT: 

 CIP Terms (Airfreight): CIP 
 The Sellers shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear
all risks and expenses until the goods have been delivered to the first carrier. 








	12.	SHIPPING ADVICE: 

 The Sellers shall within 2 working days
after the shipment of the goods, advise the shipping department of the Buyers by fax of Contract No., goods name, quantity, value, invoiced value, invoice No., gross weight, air waybill No., flight No., etc. 
  

	13.	GUARANTEE OF QUALITY: 

 The Sellers guarantees that the
commodity hereof is made of the best materials with first class workmanship brand new and unused, and complies in all respects with quality and specifications stipulated in the Contract. The guarantee period shall be 15 months counting from the date
on which the commodity arrives at the port of destination or 12 months after the machine acceptance test is passed, whichever comes first. 
 In case of defectives judged according to the quality standard agreed by both the Buyers and the Sellers, following article 14 shall be observed. 
  

	14.	CLAIMS: 

 Within 90 days after the arrival of the goods at
destination, should the quality, specification or quantity be found not in conformity with, the stipulations of the Contract except those claims for which the insurance company or the owners of the airfreight are liable, the Buyers, on the strength
of the Inspection Certificate issued by the China Entry-Exit Inspection and Quarantine Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the
goods and sending the replacement, insurance premium, storage and loading and unloading charges, etc.) shall be borne by the Sellers. As regards to the quality, the Sellers guarantee that if, within 12 months from the date of arrival of the goods at
destination, damages occur in the course of operation by reason of inferior quality, bad workmanship or the use of inferior materials, the Buyers shall immediately notify the Sellers in writing and put forward a claim supported by Inspection
Certificate. issued by the China Entry-Exit Inspection and Quarantine Bureau. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers’ claim shall be responsible for the immediate
elimination of the defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers’ expenses. If the Sellers fail to answer the Buyers within one month after receipt of the aforesaid claim, the
claim shall be reckoned as having been accepted by the Sellers. 
  

	15.	FORCE MAJEURE: 

 The Sellers shall not be held responsible
for the delay in shipment or non-delivery of the goods due to Force Majeure, such as war, serious fire, flood, typhoon and earthquake, strike or other events agreed upon between both parties, which might occur during the process of manufacturing or
in the course of loading or transit. The Sellers shall advise the Buyers for their acceptance a certificate .of the accident mentioned above and within fourteen days thereafter, shall send by airmail to the Buyers for their acceptance a certificate
of the accident issued by the Competent Government Authorities, Where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the
goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel this Contract. 
  

	16.	LATE DELIVERY AND PENALTY 

 Should the Sellers fail to make
delivery on time as stipulated in this Contract, with exception of Force Majeure specified in Clause 15 of this contract, the Buyers shall agree to postpone the 








 
delivery on condition that the Sellers agree to pay a penalty, which shall be deducted by the paying bank from the payment. The penalty, however, shall not
exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days shall be counted as seven days. In case the Sellers fail to make delivery six weeks
later than the time of shipment stipulated in this Contract, the Buyers shall have the right to cancel this Contract. 
  

	17.	ARBITRATION 

 All disputes with this Contract or the
execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the China International Economics and Trade Arbitration Commission in accordance with the Rules
of Arbitration promulgated by the said Arbitration Commission. The Arbitration shall take place in Shanghai and the decision of the Arbitration Commission shall be final and binding upon both parties; neither party shall seek recourse to a law court
nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 
  

	18.	SPECIAL PROVISIONS: 

  

	 	a)	Upon the Buyers’ request, the English version of this contract is translated into Chinese language for reference only. Shall there be any contradictions found in the Chinese
translation versus the English version, the original English version shall prevail. 

  

	 	b)	All appendixes to the Contract shall form an integral part of the Contract and have the same effectiveness as the Contract. IN WITNESS THEREOF, both parties signed this Contract in
three original copies, each party holds one copy. 

  

			
	The Buyers: /s/	 	The Sellers: /s/    May 23, 2007
	ZHEJIANG YUHUI SOLAR	 	HCT SHAPING SYSTEMS SA
	ENERGY SOURCE CO., LTD	 	








 Appendix I to Contract No. P383048YA dated May 23, 2007 
 No. P383048YA (5/23/2007) 
  

					
	 Pos
	  	 Description
	  	 Qty

	 101
	  	HCT wire saw model E500SD-B/5 E500SD-B/5	  	18 sets
			
		  	Basic configuration including	  	
			
		  	One wire saw machine 3x 400V 50 Hz	  	
			
		  	Side-by-side double ingots table (replaced standard table)	  	
			
		  	One slurry tank with pump(s) and mixer	  	
			
		  	Slurry flow and density measurement unit(s)	  	
			
		  	One set of wire guides, coated and grooved	  	
			
		  	One disposal wire spool shaft adapter	  	
			
		  	One take-up spool and its shaft adapter	  	
			
		  	One set of ingot holder(s) with gluing plate(s)	  	
			
		  	Operating software for Window XP with menu in Chinese	  	
			
		  	Complete set of machine documentation	  	
			
		  	One set of standard metric tools	  	
			
		  	One set of special HCT tools	  	
			
	 200
	  	Modern for connection to remote computer Machine options (additional to POS 101):	  	
			
	 201
	  	Set of machine consumables for the start up en site	  	18 sets
			
	 203
	  	Power supply failure protection for wire saw	  	18 sets
			
	 204
	  	Auto transformer or stepping up to 400V	  	18 sets
			
	 207
	  	Quick release hydraulic take up spool	  	18 sets









					
			
	208	  	Side-by-side double ingots table (replaced standard table)	  	18 sets
			
	209	  	High load feature (2x 61 kw, 140kw cooling, 550L tank, BB cooling)	  	18 sets
			
	212	  	Metallic filter system	  	18 sets
			
	500	  	Options for production	  	
			
	501	  	Set of wire guides standard Ø300	  	36 sets
			
	505	  	Ingot holder (per piece)	  	72 pcs
			
	506	  	Gluing plate (per piece)	  	144 pcs
			
	 Pos
	  	 Description
	  	 Qty

	101	  	HCT wire saw model SQUARER	  	16 sets
			
		  	Basic configuration including	  	
			
		  	One wire saw machine (4i). 3x 400V 50 Hz	  	
			
		  	One slurry tank with pump(s) and mixer	  	
			
		  	Slurry flow and density measurement unit(s)	  	
			
		  	One set of wire guides, coated and grooved	  	
			
		  	One disposal wire spool shaft adapter	  	
			
		  	One take-up spool and its shaft adapter	  	
			
		  	One set of ingot holder(s) with gluing plate(s)	  	
			
		  	Operating software for Window NT with menu in Chinese NT	  	
			
		  	Complete set of machine documentation	  	
			
		  	One set of standard metric tools	  	
			
		  	One set of special HCT tools	  	









					
			
		  	Modem for connection to remote computer	  	
			
	200	  	Machine options (additional price to POS 101):	  	
			
	201	  	Set of machine consumables for the start up on site	  	16 sets
			
	203	  	Power supply failure protection	  	16 sets
			
	204	  	Auto transformer for stepping up to 400V	  	16 sets
			
		  	Options for Squarer:	  	
			
	210	  	Magnetic table and automatic alignment for mono ingot squaring	  	7 sets
			
	5004	  	Gluing plate for multi crystalline brick 840x840mm	  	9 sets
			
	505	  	Gluing plate for 6" mono ingot squaring (per piece)	  	100 pcs
			
	505	  	Gluing plate for 8" mono ingot squaring (per piece)	  	48 pcs
			
	506	  	Centering frame for 6" mono ingot squaring	  	4 sets
			
	506	  	Centering frame for 8" mono ingot squaring	  	3 sets
			
	614	  	Gluing station for round ingot (mono)	  	7 sets
			
	500	  	Options for production:	  	
			
	501	  	Set of wire guides standard Ø300 (6" mono ingot)	  	8 sets
			
	501	  	Set of wire guides standard Ø300 (8" mono ingot)	  	6 sets
			
	501	  	Set of wire guides standard Ø300 (156x156 multi)	  	18 sets
			
	503	  	Take up spool type HCT 63	  	16 pcs

 Remarks: 
  

	1.	Machine Installation in China  

 One month before
the equipment delivery, the Sellers shall inform the Buyers the schedule of machine commissioning. In case of scheduled service suspended due to the Buyers’ reasons, the Sellers shall inform the Buyers next available date of installation. The
machine commissioning will be handled by the Chinese engineers and includes equipment installation, machine acceptance test and training to the Buyers’ personnel. The duration of stay will be seven (7) man-days per machine. All costs are
borne by the Sellers except the local transportation between hotel and the work site. 








	2.	Machine Acceptance Test at the Buyer’s Site 

 After the machine is installed and trial runs are made, the Sellers’ engineer shall carry out one cut for the machine acceptance test according to one of the following conditions. Both representatives shall sign the machine acceptance
protocol if all conditions have been fulfilled. Details as per appendix No 3 
  

	3.	Options for the Buyers 

 The Buyers reserves the
right to cancel the ordered last 6 units of E500SD-B/5 of this Contract. The Buyers shall inform the Sellers in writing before June 10, 2007. 







 Appendix II to Contract No. P383048YA dated May 23, 2007 
 No. P383048YA (5/23/2007) 
  

					
	Delivery Schedule
			
	 Shipment
	 	 Machine Type
	 	 Ex-works

	1.	 	1 × SQUARER for mono	 	10/30/2007
			
	2.	 	3 × SQUARER for multi	 	3/31/2008
			
	3.	 	2 × SQUARER for mono	 	5/31/2008
			
	4.	 	3 × SQUARER for mono	 	6/30/2008
			
	5.	 	 3 × E500SD-B/5
 1 × SQUARER for
mono
 3 × SQUARER for multi
	 	7/31/2008
			
	6.	 	 3 (+ 1) × E500SD-B/5
 3 × SQUARER for
multi
	 	8/31/2008
			
	7.	 	6 (+5) × E500SD-B/5	 	9/30/2008

  

	(...)	are quantities in option