Sales Contract dated July 12, 2010



 Exhibit 10.39 

English Translation 

Polysilicon Sales and Purchase 

Agreement 

Contract No. : DQLY100712 

SFBE-100712-DQ 

Between 

Chongqing Daqo New Energy Co., Ltd. 

(Party A) 

And 

Jiangsu Linyang Solarfun Co., Ltd. 

(Party B) 







 Party A and Party B, through friendly negotiation, reached the following agreement on the purchase of solar
grade polysilicon. The parties shall abide by the following terms and conditions: 
 Article 1: Subject Matter 

1.1 Solar grade polysilicon (hereinafter referred to as “Goods”). 

Article 2: Quantity, Price 
  

									
	 Item No.
	  	 Name of

Goods
	  	 Quantity
	  	 Price

(including

17% tax)
	  	 Remarks

	1	  	Polysilicon	  	150,000kg	  	Based on orders to be issued on a monthly basis after negotiation	  	To satisfy the first grade in the national standard system (for approval); 50 ton to be supplied in August, 50 ton to be supplied in September, 50 ton to be supplied in October

	
	 Total: To be determined by the actual sales price for each
month


 Article 3: Payment Terms 

3.1 Party A shall provide Party B with the VAT invoice upon receipt of the Goods according to the actual amount that Party B receives. Party B shall make
payment to Party A within 7 business days upon receipt of the invoice by T/T. 
 Article 4: Requirements of Packing and Marking and Delivery
Terms 
 4.1 Packing: Party A shall bear the cost of package. The package shall be suitable for long-distance highway transportation.

 4.2 Marking: Party A shall mark the name of manufacturer, lot number, specification, weight and date of production on the outer package and
inner package as required by Party B. 
 4.3 Condition of Delivery: Party A shall deliver the Goods to Party B after the agreement is entered
into. 
 4.4 Place of Delivery: the place of delivery shall be the warehouse at the location of Party B’s factory. 

4.5 Method of Delivery: Party A shall deliver the Goods to Party B. 

4.6 Transfer of title: title to the Goods, together with the risk of damage or loss, shall transfer to Party B upon delivery. 

Article 5: Quality Guarantee 
 5.1 The
quality of solar grade polysilicon sold by Party A to Party B under this Agreement satisfies the first grade in the national standard system (for approval) of polysilicon materials in the People’s Republic of China. 

 







 5.2 Party B shall inspect the quality of Goods within 15 days after receipt of Goods (every 10 tons) and
notify Party A in writing of its objection within such period in the event of any quality deficiency. Otherwise, Goods supplied by Party A shall be deemed to have met the quality requirements agreed upon by both parties. 

Article 6: Effectiveness, Term and Termination of the Agreement 

6.1 This Agreement shall take effect after it is signed and affixed with seal by the representatives of both parties. 

6.2 If either party fails to perform its obligations under this Agreement and fails to make remedies for its non-performance or breach of obligations
within 15 days after being required by the other party, the other party can terminate this Agreement by written notice. 
 6.3 The Articles of
Confidentiality, Liability for Breach of Contract and Dispute Resolutions shall survive termination, cancellation or invalidation of this Agreement. 

Article 7: Liability for Breach of Contract 

7.1 If Party B fails to perform its obligations hereunder after the Agreement takes effect, Party B will be deemed to have breached this Agreement and
will assume the corresponding liability for breach of contract. 
 7.2 If Party A fails to make delivery according to the schedule as set forth
herein and delays for 10 days, Party A shall be deemed to have breached this Agreement and shall pay the liquidated damages amounting to 0.1% of the total amount of the price for the undelivered Goods each day to Party B, but such liquidated damages
shall not exceed 5% of the total amount of the price for the undelivered Goods. 
 7.3 If Party B fails to make payment according to the payment
schedule specified herein and delays for 10 days, Party B shall be deemed to have breached this Agreement and shall pay the liquidated damages amounting to 0.1% of the total amount of the unpaid price each day to Party A, but such liquidated damages
shall not exceed 5% of the total amount of the unpaid price under this Agreement. 
 Article 8: Applicable Laws 

8.1 The establishment, effectiveness, interpretation, performance and dispute settlement shall be subject to the laws of the People’s Republic of
China. 
 8.2 Any dispute arising from the performance of and in relation to this Agreement shall be settled through friendly negotiation first.
If such negotiation fails to reach an agreement, either party may initiate a lawsuit at the People’s Court where the plaintiff locates. 

Article 9 Miscellaneous 
 9.1 This
Agreement shall be executed in two counterparts in Chinese and each of which shall be held by each party. Copy of this Agreement through facsimile shall have the same legal effect as this Agreement. 

 







 9.2 Anything not included herein shall be supplemented with supplemental agreements through friendly
negotiation by both parties. The supplemental agreements shall enjoy the same legal effect as this Agreement. 
 Party A: (Seal) Chongqing Daqo
New Energy Co., Ltd. 
 Address: Wanzhou Industry Park, Chongqing City 

Fax: 023-64866686/025-66980592 
 Tel:
023-64866666/025-66980597 
 Bank of deposit: Operation Department, Chongqing Wanzhou Branch, China Construction Bank 

Account No.: 50001303600050207456 
 Legal
representative or authorized representative: 
 Date: 

Party B: (Seal) Jiangsu Linyang Solarfun Co., Ltd. 

Address: No. 888, Linyang Road, Qidong City, Jiangsu Province 

Fax: 0513-83606227 
 Tel: 0513-83606228

 Bank of deposit: 
 Account No.:

 Legal representative or authorized representative: 

Date: