Unassociated Document


    Exhibit 10.24

     

    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.

     

     

    Wind
Power Equipment Purchasing Contract

    


     

     

    Machine:
wind power equipment

    


     

     

    Machine type:
GCN1000-59

     

     

    


     

     

    Seller’s contract no:
GCN20100209-01

     

     

     

    Buyer: Guoneng Fengshen
(Beijing) New Energy Technology Co.,
Ltd

     

     

    Seller: Wuhan Guoce Nordic New Energy
Co., Ltd

     

    


     

     

    Signing
Date: Feb. 9th,
2010

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              Wind
      Power Equipment Purchasing Contract

            	
              1

            
	
              Machine:
      wind power equipment

            	
              1

            
	
              1.
      Definitions

            	
              3

            
	
              2.
      Subject of Contract

            	
              5

            
	
              3.
      Scope of Supply

            	
              5

            
	
              4
      Contract Price

            	
              6

            
	
              5   Payment

            	
              7

            
	
              6.
      Delivery and Transport

            	
              8

            
	
              7
      Packing and Mark

            	
              10

            
	
              8
      Technical Service and Liaison

            	
              12

            
	
              9  Manufacture,
      Quality Control and Inspection

            	
              14

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

            	
              15

            
	
              11
      Warranty and Claim

            	
              15

            
	
              12
      Insurance

            	
              15

            
	
              13
      Taxes and fees

            	
              15

            
	
              14
      Subcontracting and outsourcing

            	
              15

            
	
              15
      Change, modification, suspension and termination of
    contract

            	
              15

            
	
              16
      Force Majeure

            	
              15

            
	
              17
      Settlement of Dispute of the Contract

            	
              15

            
	
              18
      Execution of contract and valid period

            	
              15

            
	
              19
      Others

            	
              15

            
	
              Appendix
      12 DNA authentification

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Contract
no: GCN20100209-01

    Contractual
parties:

    Party A
(hereinafter called the “Buyer”): Guoneng Fengshen (Beijing) New Energy
Technology Co., Ltd

    Party B
(hereinafter called the “Seller”): Wuhan Guoce Nordic New Energy Co.,
Ltd

    The
contract is signed by and between Buyer and the Seller
through friendly negotiation. The agreed items are as follows:

    


    1.
Definitions

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

    1.1 “The
Buyer” refers to Guoneng Fengshen (Beijing) New Energy Technology Co., Ltd,
including its legal successors and legal assigns.

    1.2
“Seller” refers to Wuhan Guoce Nordic New Energy Co., Ltd, including its legal
successors and legal assigns.

    1.3
“Contract” refers to this document and all parts of its appendices, including
amendments and supplements according to the contract.

    1.4
“Contract Price” refers to the part specified in Article 4 herein.

    1.5
“Effective date” refers to the effective date of the contract specified in
Article 18 herein.

    1.6
“Technical Materials” refers to documents (including drawings, various captions,
standards and various kinds of software) related to the design, production,
inspection, installation, debugging, acceptance and performance acceptance test
of 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 inspection the guaranteed performance
value specified in the technical specifications.

    1.9
“Pre-acceptance” refers to the acceptance by the Buyer on each of the
contractual equipments after the result of the performance acceptance approving
it meets the guaranteed value stipulated in the appendix 1 herein.

    1.10
“Quality Warranty Period” refers to a two-year quality warranty on each of the
contractual equipments to be effective from the date of the initial acceptance
certificate.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.11
“Final Acceptance” refers to the acceptance on each of the contractual
equipments after the quality warranty 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
“Contractual Wind Farm” refers to the Phase I of the Taonan Yongmao Wind Farm
project in Baicheng, Jilin Province.

    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 contractual wind farm. It is the place where
the Buyer will install the contractual equipments.

    1.16
“Spare parts” refers to the parts that to be required for the operation and
maintenance of the wind power equipment supplied by the Seller according to this
contract. The spare parts list is shown in appendix 10.

    1.17
“Commissioning” refers to the runs during the debugging stage of each system or
equipment of the wind power generator sets and the commissioning stage of the
wind farm.

    1.18
“Generator sets” refers to a complete set of equipments consisting of blade,
wind power generator sets, control system, wires and cables that are located
above the ground foundation and excludes the tower frame and its supporting
parts.

    1.19
“Written Documents” refers to any document that is manuscript, typed or printed
with sealed and or signature of the legal representative or its authorized
person.

    1.20
“Sub-contractor” refers to another legal person and her/his successor and an
assignee with the approval of this legal person who are subcontracted within the
contractual scope of supply by the Seller.

    1.21
“Installation” refers to on-site assembly of the contractual equipments
according to the drawings.

    1.22
“Debugging” refers to the whole process of a wind turbine from start running to
the completion of the performance acceptance.

    1.23
“Equipment Defect" refers to such situations that the contractual equipments
(including parts, raw materials, castings and forgings, and original parts etc.)
may not meet the requirement of performance and quality standard specified in
this contract as caused by design, fabrication error or ignorance of the
Seller.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.
Subject of Contract

    2.1 The
Seller agrees to sale to the Buyer, and the Buyer agrees to purchase from the
Seller the contractual equipments for the Buyer’s contractual wind
farm.

    2.2
Names, Specifications (Types) and Quantities of Equipments

       Name:
wind power equipment

       Specifications
(Types): GCN1000-59

       Quantity:
50 units

    2.3 All
the equipments supplied by the Seller shall be totally new, technologically
matured, complies with the Nation’s environment protection standard, safe and
complete, and is designed according to the standard with performance indicators
satisfactory to the guaranteed value requirement as per the appendix 1 herein.
Processes and raw materials that expressly prohibited by the Nation shall not be
used.

    2.4
Composition of the contractual equipment and description of the technical
performance shall be referred to the appendix1 herein.

    2.5
Supply scope of the contractual equipment shall be referred to the appendix 2
herein.

    2.6
Technical data provided by the Seller shall refer to the appendix 3
herein.

    2.7
Technical training provided by the Seller shall refer to appendix 4
herein.

    2.8
Accessories and special tools provided by the Seller shall refer to appendix 10
herein.

    2.9
Transportation and insurance responsible by the Seller shall refer to Clause 6
herein.

     

    3.
Scope of Supply

    3.1 The
contracted supply refers to the upper part above the flange face which is on the
top of the tower (includes fasteners of the fixed machine part), and all wires,
cables and so forth from the bottom to the machine. The breakdown of the supply
scope shall refer to appendix 2 herein.

    3.2 The
contracted scope of supply includes required number of equipments,
relevant technical materials, special tools, spare parts and consumables,
necessary oil medium, personnel training and technology specification,
transportation and insurance. Any item found during the execution process
of the contract, which is missing and deficit and not listed in the invoice but
should have been in the scope of supply by the Seller and is necessary for the
requirement of the performance guarantee value of contractual
equipment meeting technical specifications, the Seller shall be responsible for
supplementing all the missing equipments, technical materials, special tools and
spare parts, for which the incurred fees the Buyer does bear.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.3 The
contracted supply shall not include the tower frame, tower accessories, device
for mounting the internal cable of the tower, bottom wires and foundation under
the ground.

     

    4
Contract Price

    4.1 The
total contract price is 2,475,000,000 Yuan RMB

    4.11
Price of contractual equipment

    The unit
price for each of the contracted equipment is 4,950,000 Yuan RMB, and total
contract price of 2,475,000,000 Yuan RMB is for 50 units of the contracted
equipment; it includes the taxes, technical data expenses that related to the
equipment shall be paid by the Seller; costs for insurance and package of the
domestic-made supporting equipments for the contracted equipments as well as the
transportation cost from the manufacturer factory to the Seller’s workshop or
the Buyer’s site; taxes (tariff, custom, VAT etc) for loading and unloading,
insurance, packaging and import of the foreign-made supporting equipments for
the contracted equipments as well as the transportation cost from the
manufacturer factory to the Seller’s workshop.

    4.1.2
Accessories, technical data, technical service fees that stipulated in the
appendix; costs for transportation, insurance for the Seller transport the
contract equipments to the Buyer’s site shall be included in the contacted
equipment price.

    4.2 The
contract price shall be a the price as per the Clause 3 Scope of Supply and
Clause 6 Delivery Condition, and shall be a fixed price within the contracted
period.



    
      
         


      

      
         


        
          

        

      

      
         


      

      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   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 [****], i.e. [****], 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), the seller
shall notify the buyer in writing. Buyer shall pay [****] of [****], i.e.
[****], to the seller within [****] after receiving seller’s written notice, and
the seller shall issue formal financial receipt with corresponding amount. Upon
completion of the above procedures, the buyer may notify the seller to deliver
the products.

     

    5.3.3  With
each set of the contractual equipment arriving at the site, the buyer shall pay
[****] of [****], i.e. [****], to the seller within [****] upon inspection and
receipt. And the seller shall issue formal financial receipt with corresponding
amount.

     

    5.3.4
Within [****] after the completion of the installation and debugging of each set
of equipment, the buyer shall pay [****] of [****], i.e. [****], 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 [****], i.e. [****] [****],
to the buyer. And buyer shall pay [****] of [****], i.e. [****], to the seller
within [****].

     

    
      
         

      

      
         

        
          

        

      

      
        
          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.

        

      

    

     

    5.3.6
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 [****], i.e. [****], to the seller as quality guarantee deposit within
[****]. 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.

     

    5.3.7 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 and Transport

    6.1 The
delivery date and sequence of this contract equipment shall meet the requirement
of equipment installation progress and sequence of the project to guarantee the
timeliness and completeness of equipment (complete set shall be delivered at the
site). Specific delivery plan refers to the appendix 7.

    6.2 Model
and place of delivery: the delivery shall be taken place on site of the Buyer’s
transportation vehicle and to be delivered to the project site of the
Buyer.

    6.3 The
technical data shall generally be delivered via express post. The Seller shall,
within [****] after the technical data is delivered, notify the Buyer by
facsimile on the post date, post number, list of the technical data, number of
the documents and weight, contract number and so on..

    6.4 After
[****], the ownership shall be transferred to the Buyer while [****]. The Seller
shall [****], and the [****].


    
      
         


      

      
         


        
          

        

      

      
         


      

      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.

    


    6.5 The
actual delivery date of the contracted equipment shall be the date when the
goods are [****]. The date shall be the base for the calculation of liquidated
damages for delayed delivery.

    6.6 Once
the Seller completes the production of contracted equipments shall manage the
delivery upon receipt of the Buyer’s notification. With [****] after the goods
are packed and delivered, the Seller shall notify the Buyer the following
materials:

    Contract
No.;

    Goods
delivery starting date;

    Quantity
of goods, codes and price of goods;

    Gross
weight of goods;

    Total
volume of goods;

    Total
packed quantities;

    Handing-over
railway station/dock name/vehicle license No./ship License No. and waybill
No.;

    a)Names, weight,
volume and quantities of each product exceeding 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.

    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.

    6.7
Before the ending of quality guaranteeing period, in case that spare parts in
the Buyer’s storage for replacing damaged equipment or parts are used because of
the damage or potential deflect caused by the Seller’s error or neglect, the
Seller shall [****], and the Seller shall [****] with the knowledge of the
Buyer.

    6.8 The
Seller shall provide the Buyer batch by batch with technical materials needed
for wind farm design, construction supervision, debugging, test, inspection,
training, running and maintenance which satisfy the normal operation of the
contracted equipments. The Seller shall give the technical materials to the
Buyer with express mail or delivery within [****] after the execution of the
contract. Each set of technical materials shall contain one original and six
duplicate copies of a detailed packing list.


    
      
         


      

      
         


        
          

        

      

      
         


      

      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.

    


    6.9 The
actual delivery date is considered as the postal mark date on the consignment
notice of the postal department. If it is found that technical materials are
missed, lost or damaged after checked by representatives of the Buyer or
Seller, and not caused by the Buyer, the Seller shall supplement and provide to
the site the missed, lost or damaged parts thereof for free within [****]
([****] for urgent affairs) upon receiving notification of the  Buyer.
If the Technical materials are missed, lost or damaged because of the Buyer, the
Seller shall supplement and provide to the site the missed, lost or damaged
parts thereof within [****] ([****] for urgent affairs) upon receiving
notification of the Buyer and the fees are born by the Buyer.

    6.10 As a
result of the Buyer’s requirement on the Seller for postponing the delivery (as
the equipments are manufactured and paid according to Clause 5.3.2), the Buyer
shall notify the Seller in written and bear storage fee and
necessary maintenance fee.

    6.11 Any
delayed deliver as a result of the Buyer’s delayed payment, the Buyer shall be
responsible, and subsequent delivery schedule will be extended
accordingly.

    6.12
Mailing address of technical data: 4th Floor,
2nd
Bldg, #27, Bei Tai Ping Zhuang Road, Haidian District, Beijing,
China.

    7
Packing and Mark

    7.1 All
the goods delivered by the Seller shall comply with provisions of the Nation’s
standard on packing, storage and shipping direction mark and firm packages
applicable to long-distance transport, repetitious moving, loading and unloading
specified by the national supervisory organ. The packaging shall be complete and
intact during transport, loading and unloading process equipped with
vibration-reducing and impact-proofing measures. If the packages can not prevent
the equipments from damages caused by vertical and horizontal added speed during
transport, loading and unloading process, the Buyer shall solve the problem in
the design structure of equipments. The packaging shall be equipped with
protective measures for preventing humidity, mold, corrosion and rust when
needed according to equipment characteristics. Consider to prevent freezing when
in severe winter. Deliver the goods safely to the installation site, ensuring
there is no any damage or corrosion of the goods. Before product packaging, the
Seller is responsible for inspection and cleaning without foreign things left
and guaranteeing complete parts and components.

    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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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.

    Contract
No.;

    Shipment
destination/dock;

    Names of
company for supply and receive;

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

    Box
No./Piece No.;

    Gross
weight/net weight (kilogram);

    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 goods
features, different requirement for loading, unloading and transport, such words
as “gently place” “no upside-down” and “anti-rain” shall be brushed on the
packing box.

    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., qualification certificate and related equipment technical
materials etc. shall be attached.  One technical instruction and one
quality certificate for product acceptance respectively should be in the packing
box of the purchased parts. Another two packing lists shall be sent by
mail.

    7.6 Spare
parts shall be packed respectively according to each set of equipment, and
indication shall be made at the external side of the packing box as one-time
delivery.

    
      7.7 Spare
parts, special tools shall be packed separately according to the Clause 7.3, and
shall be marked as “spare parts,” “special tools”

    

    7.8
Bulked parts for equipment of each set shall adopt good packing method and put
into suitable box, and send out within one vehicle if possible to reduce
transport fees.

    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.

    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 o r damages before
installation.

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

    Contract
No.;

    Names of
supply and receiving units;

    Destination
station/dock;

    Gross
weight;

    Box
No./Piece No..

    Within
each material package, one original and two duplicate copies of a detailed list
of technical materials 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. 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.

    7.15 The
Seller shall make special marks on the special package boxes, package frame, and
transportation bracket and so on, which shall be collected back by the Seller
after such goods are delivered and counted. The Buyer shall be obligated for
assistance.

    7.16
Within 5 working days after the equipment transport, the Seller shall inform the
Buyer of storage and transport methods with fax and the Buyer shall strictly
follow the direction as possible.

     

    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. The provision schedule shall be implemented as per appendix 7
herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8.2 The
Seller shall send representatives to the site of the contractual wind farm to
provide technical service and instruct the Buyer through the process of
installation, partial commissioning, debugging and start-up according to the
Technical materials from the Seller. And the Seller shall also be liable for
settlement any problem concerning manufacture quality and performance that
arises during installation, debugging and commissioning.

    8.3 Both
parties shall determine the frequency, time and place of the technical liaison
meeting within 30 days after the contract comes into effect.

    8.4 In
case there are 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 its
authorized personnel of both parties and the amended version shall be the
standard.

    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 the Seller or the Buyer has the right to distribute the materials
related to the contractual equipments provided by the counterpart 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
sub-contractor itself.

    8.10 The
Seller (including subcontracting and outsourcing) shall undertake the full
liability for supply, equipment, technical interface and technical service that
are confirmed by the Seller and relating to the contract.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.11 As
to other equipments connected with the contractual equipments, the Seller is
under the obligation to provide interface and technical assistance, for which
expenses occurred in addition to the contract 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.

            


    

    
      	
              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.

            


    

    
      	
              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.

            


    

    
      	
              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 contract equipment to reach the
      guarantee value.

            


    

    
      	
              10.8

            	
              After
      6 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 12 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.

            


    

    
      	
              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.

            


    

     

    11 Warranty
and Claim

    11.1 The
warranty period shall be within 2 years since the pre-acceptance certificate of
each set of equipment is released. The 2 parties could sign the final acceptance
certificate within 10 days after the expiration of the warranty period, triple
copies of both original and duplicate. Seller will not guarantee the cost caused
by abnormal operation or maloperation as well as normal wear.

    11.2
Seller guarantees all the equipment to be supplied under this contract is fresh
new. Equipment must be fabricated with advanced, mature technology and best
quality. Equipment must demonstrate reliable and economical operation and is
easy for maintenance.

    11.3
Seller guarantees the technical materials to be provided as required in the
technical specification under the contract are integral and the contents are
correct and accurate. Such documents must accommodate design, installation,
commissioning, operation and maintenance of contract equipment.

    11.4
During performance of contract, if the equipment provided by seller is found
defective and Technical materials are of mistakes or rework or scrap due to
negligence by technicians of seller, seller should immediately make repair or
replacement at its own cost. If replacement is needed, seller shall take over
all the costs to be incurred from occurrence to the installation of new
equipment is completed.

    11.5 If
the buyer fails to follow the technical document, drawings, instructions or
follow the instructions given by site service technicians of seller while
carrying out construction, installation or commissioning and such actions lead
to equipment damage, the buyer will assume responsibility for replacement and
repair. However, seller has the obligation to provide needed replacement parts.
For parts urgently requested by the buyer, seller should arrange the fastest
delivery at its own cost.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.6
Within 30 days after the each party receives the claims form, they should send
the claims in written form, or it will be considered accept.

    11.7 If
equipment fails to maintain requirement as specified in the specification for
the warranty period due to fault on side of seller, then the buyer has rights to
make claim. Seller should take possible actions within 1 month of the notice. If
such actions fail, the seller shall pay a penalty according to the power curve
(appendix 9), 1% of unit price of equipment as penalty in case 1 point
decreasing in the power curve referring to the contract, however is maximum 5%
of the total value of the goods. After seller pays penalty, it still has the
obligation to provide technical service to the buyer and take all the possible
actions needed to maintain performance of such equipment.

    11.8  For
serious defects with contract equipment during warranty period due to fault on
side of seller, that is, five main components (blade, gear box, generator, yaw
system, and electrical control system) cannot continue the operation due to such
defects and need to be replaced as a unit, then the warranty period for such
components will be prolonged starting from the date of replacement.

    11.9 If
seller fails (except for force majeure) to deliver the goods to the schedule in
the contract not because of the fault on side of the buyer, the buyer has rights
to claim penalty against seller based on following rates:

    A. When
delivery is delayed for 1-4 weeks, for each week, the penalty is 0.20% of the
delayed amount.

    B. When
delivery is delayed for 5-8 weeks, for each week, the penalty is 0.30% of the
delayed amount.

    C. When
delivery is delayed for over 8 weeks, for each week, the penalty is 0.50% of the
delayed amount.

    For above
calculation, if the delay is less than 1 week, then it won’t be used in the
calculation. However, total of the penalty from the delayed delivery of
equipment under the contract will not exceed the total amount of contract
equipment by 5%. Price reduction or indemnity does not relieve seller of his
reliabilities during warranty period. Seller paying penalty does not relieve
seller of the obligation to continue the delivery of contract equipment. 11.10
If additional costs occur to seller due to delay to civil, mechanical or
electrical works, the seller will make claim request to the buyer. Such
compensation will include labor cost, travel cost, inventory, maintenance cost
and cost caused by all the above items. The time period for maintenance,
inspection and acceptance shall be prolonged accordingly.

    11.11 The
seller shall pay for the advanced payment, progress payment and final payment
according to the contract on time after the contact is valid, (the calculation
time shall be the date seller receives the payment). If the buyer fails to pay
for the relevant money on time, the seller can delay the delivery and the period
for installation and maintenance, the inspection and acceptance date will be
prolonged accordingly. Besides, the buyer shall pay for the penalty to the
seller according to the following provisions:

     

    A. When
payment is delayed for 4 weeks, for each day, the penalty is 0.30% of the
delayed amount.

    B. When
payment is delayed for 4-12 weeks, for each day, the penalty is 0.40% of the
delayed amount.

    C. When
payment is delayed for over 12 weeks, for each day, the penalty is 0.50% of the
delayed amount.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12 Insurance

    12.1
Seller shall insure the goods at their cost against damage in transport upon the
contract covering 100% of invoice value against all risks in favor of the
setters. The insuring transport is from the seller’s factory to the buyer’s
site. (Discharging not included)

    12.2
Seller will pay all the insurance for the people they sent to site.

     

    13
Taxes and fees

    13.1
Seller shall pay all the taxes and fees rated to this contract in accordance
with applicable national tax laws, codes and regulations.

    13.2 The
prices contained in this contract are tax included. Taxes and fees for
equipment, technical materials, service (including transportation) and imported
equipment/parts are all included in the contract prices and will be paid by
seller.

     

    14
Subcontracting and outsourcing

    14.1 The
rights and obligations of the contract may not be assigned in whole or in part
without the prior written consent of the other party.

    14.2 The
five major componets of wind turbine shall not be subcontracted at one’s option.
In case the subcontractor shall be changed, the seller shall have the written
consent of the buyer on the contents and ratio of subcontract
items.

    14.3
Technical service for the outsourcing materials/components/equipment under
subcontract will be handled according to clause 8.9, 8.10 and 8.11.

    14.4
Seller assumes all the liabilities for all the subcontracted outsourcing
materials/components/equipment under the contract.

    14.5
Seller has the right to purchase itself qualified materials/components/equipment
etc.in high performance.

    14.6 The
buyer has the rights to access workshops or other places at designated
subcontractors and suppliers to investigate their ability and quality. The
seller shall cooperate any investigation.

     

    15
Change, modification, suspension and termination of contract

    15.1 Once
contract becomes effective, neither party is allowed to make and unilateral and
arbitrary modification to contracts (including appendices). But under normal
circumstances, either party could offer a proposal of change, modification,
suspension and termination of contract and should be consent and signed by both
parties. It should present a detailed description if there’s any change or
modification on price and/or delivery date of the contract. After the unanimous
consent of both parties, this Agreement will come into effect upon
signature.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    15.2 In
case either party has violation or refuses to perform the contract, the other
party will notify such party in writing. The violating party will within 15 days
of the notice will make corrections to such violations or refusal. If
corrections cannot be corrected in 15 days, correction plan is needed. If
correction fails or correction plan cannot be proposed, the other party will
reserve the rights to terminate in partial or in full the contract. For such
termination, the other party will not issue change order. All the costs, fees
and claims incurred from this will be the liability of the opposite party. If
there are other clauses available with regards to such violation, such clauses
will be applied for.

    15.3
During term of contract, if the contract cannot be further performed due to
change to national planning, the seller and/or the buyer can propose to the
other party to terminate or modify affected clauses.

    15.4 If
the returned goods are requested by the buyer during term of the contract, the
buyer will pay penalty to the seller. Such penalty will be 10% of the amount for
returned equipment. Also losses caused to seller will be paid to the
seller.

    15.5 If
the equipment cannot be delivered due to fault on seller side, the seller will
pay penalty to the buyer. Such penalty will be 10% of the amount for returned
equipment. Also losses caused to the buyer will be paid to the
buyer.

    15.6 In
the event of termination of contract caused by force majeure, the seller shall
be held responsible to safekeeping all the buyer’ documents, information,
equipments and materials before the buyer taking them away. And all the expenses
shall be covered by buyer. In case of termination of contract in part, the other
part of contract shall be still valid.

    


    16
Force Majeure

    16.1  Force
Majeure means that when signing the contract , the incidents unforeseeable ,
unavoidable , and unsolvable , including but not limited to severe natural
disaster or calamity (such as typhoon , flood , earthquake , fire or explosion
etc.) , war (no matter declared or not) , rebellion , commotion etc . Any party
of the contract , because of force majeure, and execution of the contract was
influenced , will delay the time limited of pursuing the obligation of contract
with the time limit equal to the duration of force majeure , but can not adjust
the price of the contract due to delay caused by force majeure.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    16.2 The
party influenced by force majeure should notify by fax about the detail of force
majeure to the other party after happening of force majeure, and within 15 days
delivered the proving documents issued by the authority to the other party, the
party influenced should try his best to reduce the influence and the delayed
caused, once the influence of force majeure is finished, he should notify the
other party.

    16.3 If
both party estimate that the influence of force majeure might be prolonged to
over 120 days, each party should solve the execution problem of this contract
through friendly negotiation. (including delivery, installation, commissioning
and acceptance etc.).

     

    17
Settlement of Dispute of the Contract

    17.1 All
disputes in connection with this contract or the execution thereof shall be
settled amicably through negotiation. In case no settlement can be reached, they
may be submitted to arbitration by the higher level sector. In case still not
settled, they may then be submitted to arbitration by the arbitration institute.
The arbitration award shall be binding upon both parties.

    17.2
Unless otherwise agreed, the contract shall be continuously executed during the
course of arbitration except the part which is under arbitration.

    17.3
Place of arbitration: Beijing

    17.4
Arbitration institute: Beijing Arbitration Commision

    


    18
Execution of contract and valid period 

    18.1 The
contact shall come into force upon the formal signature and stamp of the two
parties. (The authorized representative shall offer written authorization
)

    18.2
Validity: from the date that the contract comes into force to the date that all
the acceptance certificate of all equipments are released, all settlement of
claims and the payment are done.

     

    19
Others

    19.1 The
contract is ruled by People’s Republic of China law.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    19.2 The
appendices of the contract are integral parts of the contract. The contract and
the appendices is equally authentic.

    19.3 The
documents, information disclosed by parties shall not be disclosed to any third
party unrelated to the contract, only if used by two parties executing the
contract.

    19.4 The
rights and obligations of the contract may not be assigned in whole or in part
without the prior written consent of the other party.

    19.5
Seller guarantees that when the buyer using the goods or any part of the goods,
not be impeached by third party for violation of his patent right, brand right
or industrial design right. When any third party raises compensation for
violation, the seller should inform the buyer as soon as possible in 7 days and
response to the third party for settlement, and should bear the legal and
economical responsibilities caused hereinafter.

     19.6  Any
mail communication notification or requirement , if is written formally and sent
to the following address by people , or registered mail , air mail ,
telecommunication or fax , after getting confirmation by the people of other
party and/or by communication equipment , will be deemed as having been formally
accepted by the other party.

    19.7 For
the contents of the contract, the Chinese version shall prevail. All the
documents, technical information, specification, meeting minutes and mails etc
related to the contract. shall be written in Chinese, and the standard will be
Chinese.

    19.8 This
contract is made out in four copies, two held by each party in witness
thereof.

     

     

    Party
A(the buyer): Guoneng Fengshen (Beijing) New Energy technology Ltd.
Ltd.

     

    Legal
representative (signature):

    Date
:

    


     

    Party
B(the seller): Wuhan Guoce Nordic New Energy Co,.Ltd

     

    Legal
representative (signature):

    Date
: