Unassociated Document


    Exhibit 10.25


     

    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.

     

    


    Phase
I Wind Farm Project of Inner Mongolia Xilingol League Tianhe Wind Energy
Development Co., Ltd. of GD Power

    Contract
of 49.3MW Wind Power Generating Set Facilities

    


    


    Contract
No.: GDNMGXNYABGQFDYQSB2010-001

    


    


    Buyer:
Xilingol League Tianhe Wind Energy Development Co., Ltd.

    Seller:
Wuhan Guoce Nordic New Energy Co., Ltd.

    


    


    


    Date:
June, 2010

    Place:
Hohhot City,
China


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
       

      
        	
                Contracting
      parties:

              	
                Xilingol
      League Tianhe Wind Energy Development Co., Ltd. (hereinafter referred to
      as Buyer) 

                Wuhan Guoce Nordic New Energy Co., Ltd.
      (hereinafter referred to as
Seller)

              


      

    

    
       

    

    The Buyer
and Seller have reached agreement and agreed to sign the Contract in accordance
with the following articles.

    Concerning
that the holding company of Xilinguolement Tianhe Wind Energy Development
Co., Ltd. is Inner Mongolia New Energy Development Co., Ltd. of GD Power, so the
Inner Mongolia New Energy Development Co., Ltd. of GD Power shall be the
authentication party of the Contract.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Definitions

     

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

    1.
“Buyer” refers to Xilingol League Tianhe Wind Energy Development Co., Ltd.,
including the legal representative, successor and assignee of the legal
person.

    2.
“Seller” refers to Wuhan Guoce Nordic New Energy Co., Ltd., including the legal
representative, successor and assignee of the legal person.

    3.
“Contract” refers to this document and all parts of its appendix.

    4.
“Contract Price” refers to the part specified in Chapter 3 herein.

    5.
“Effective Date” refers to the effective date of the contract specified in
Chapter 17 herein.

    6.
“Technical Materials” refers to documents (including drawings, various captions,
standards and various kinds of software) related to the design, manufacture,
supervision, inspection, installation, debugging, acceptance and performance
acceptance test and technical instruction concerning the contractual equipment
and the wind farm, and files applied to the correct running and maintenance of
the contractual wind farm as specified in Appendix 3 of the
contract.

    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; as listed and specified in Appendix 2 of
the contract.

    8.
“Supervision” refers to that the buyer dispatches or the buyer entrusts a
qualified supervisory organization to dispatch a representative or
representatives to supervise the quality of the key parts of the contractual
equipments provided by the seller and the production of the set parts at the
manufacturer of fan set parts in ways of documentary witness and on-site witness
during the process of manufacturing the contractual equipments. This kind of
quality supervision does not relieve the seller of liabilities for the quality
of the contractual equipment quality.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.
“Supervision Representative” refers to the personnel dispatched by the buyer or
the supervisory organization entrusted by the buyer to conduct supervision of
the contractual equipment.

    10. “Unit
Set” refers to the generic terms of all the fan set, auxiliary equipment
and systems connected on one power line.

    11.
“Performance Acceptance Test” refers to the test to be made in accordance with
the requirements of Appendix 5 herein for checking the guaranteed performance
value specified in Appendix 1 of the contract.

    12.
“Assessment of the Power Characteristic Curve” refers to that the tenderee
designates the power curve inspection period at his own option according to the
wind status and production running at site within the quality guarantee period,
to conduct assessment of the power curve of each fan recorded by the central
monitoring system of the wind turbine or the power curve actually measured on
site in accordance with IEC61400-12 during the above inspection
period.

    13.
“Preliminary Acceptance” refers to the buyer’s acceptance of the contractual
equipment of the set when the performance acceptance test results indicate that
the equipment have reached the guarantee value as stipulated in Appendix 1 of
the contract.

    14.
“Pre-acceptance” refers to the acceptance entering quality guarantee period
after meeting the pre-acceptance standards specified in the contract through
installation, debugging and trial run of the equipments supplied by the seller.
The pre-acceptance certificate is the documentary evidence indicating the
buyer’s acceptance of the pre-acceptance results and it shall be signed by both
parties after the unit set passes the 250-hour trial run.

    15.
“Quality Guarantee Period” refers to that after the unit set is qualified with
250-hour trial run; during two years from the date when the two parties sign the
pre-acceptance certificate, the contractual equipment meet the stipulations
under the contract (including the guarantee values of the power characteristic
curve and the availability rate)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    16.
“Final Acceptance” refers to the buyer’s acceptance of the contractual equipment
of the set after the quality guarantee period expires.

    17. “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.

    18.
“Power Generation Farm” refers to Huitengliang Tianhe Wind Farm.

    19.
“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. See Appendix
7.

    20.
“Site” refers to the Huitengliang Tianhe Wind Farm. It is the place where the
buyer will install the contractual equipment.

    21.
“Mandatory Spare parts” refers to the spare parts required during the
installation and debugging.

    22.
“Generator Sets” refers to a complete set of system consisting of wind power
generator sets and their auxiliary equipment.

    23.
“Written Documents” refers to any manuscript, typed or printed documents with an
organization’s official seal or the signature of the legal representative or its
authorized person.

    24.
“Sub-contractor” refers to another legal person and her/his successor and an
assignee with the approval of this legal person who is subcontracted the five
large parts within the contractual scope of supply by the seller.

    25. “Last
Delivery” refers to that after the delivery of this batch of goods, the total
value of the delivered goods of the contractual equipment accounts for over 98%
of the price of such contractual equipment, and the undelivered equipment shall
have no impact on the installation, debugging and performance acceptance test of
the entire set.

    26.
“Equipment Defect" refers to such situations that the contractual equipment
(including parts, raw materials, castings and forgings, original parts and etc.)
fail to meet the requirements of performance and quality standard specified in
this contract as caused by design, fabrication error or ignorance of the
seller.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    27.
“Miscellaneous Freight” refers to the freight of road, water, railway, air
transportation for the delivery of contractual equipment from seller’s departure
station to the destination, as well as the insurance fee and all kinds of
expensed incurred during the transportation.

     

    Chapter
I Subject Matter of Contract

     

    This
contract is subject to the principle of trading voluntariness.

    The
equipment as agreed herein will be used in the Huitengliang Tianhe Wind
Farm.

    1.1 Name,
Specification (Model) and Quantity of Equipment

    Equipment
name: wind generating set;

    Equipment
specification (model): see technical specification;

    Equipment
quantity: see technical specification.

    1.2 All
equipment supplied by the Seller shall be totally new, technically advanced,
secure, economical, mature and reliable.

    1.3
Technical specification, technical and economic indicators and performance of
the equipment shall be according to Appendix 1 hereof.

    1.4 Scope
of supply as to contractual equipment provided by the Seller shall be according
to Appendix 2 hereof.

    1.5
Technical documentations provided by the Seller shall be according to Appendix
3 hereof.

    1.6
Delivery progress as to the Seller’s supply shall be according to Appendix 3 and
Appendix 4 hereof. 

    1.7
Technical services provided by the Seller shall be according to Appendix 7
hereof.

    1.8
Supervision, inspection and acceptance by the Buyer of the equipment provided by
the Seller shall be according to Appendix 5 hereof.

    1.9 The
Seller shall provide transport and insurance of the equipment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Chapter
II Scope of Supply

     

    2.1 See
Appendix 2 hereof for scope of supply herein.

    2.2 Scope
of supply herein includes all devices, technical documentations, technical
services, special tools and spare parts; where any omission or lack of items is
found during the execution hereof, such items as devices, technical
documentations, special tools and spare parts, which are not included in the
list of delivery or packing list but are clearly defined in the scope of supply
by the Seller and are necessary for satisfying the requirements of
performance guarantee value upon contractual equipment as specified in Appendix
1 hereof, or which are required for operation of the contractual equipment or
meeting examination and repair conditions, shall be for free supplied by the
Seller, without causing any expense to the Buyer.

     

    Chapter
III Contract Price

     

    3.1 Total
contract price is RMB 230 million Yuan (in words: RMB two hundred and thirty
million Yuan Sharp).

    3.2 Total
contract price includes any and all expenses arising out of or from contractual
equipment (inclusive of special lifting devices, tools and spare parts),
technical documentations, technical services, as well as any and all expenses
relating to this contract like taxes of the contractual equipment.

    Equipment
price herein includes taxes, technical documentation fees, loading fees when the
equipment is delivered, transport costs, packing charges of all equipment and
related expenses caused by importing matching devices for contractual equipment,
which shall be paid by the Seller.

    3.3 See
Appendix 6 for breakdown prices of the contractual equipment.

    3.4 Total
contract price shall remain unchanged during the period of validity
hereof.

     

    Chapter
IV Payment

     

    4.1 The
currency used in this contract is RMB.

    4.2 The
mode of payment is cash or bill.

    4.3
Payment of contractual equipment expenses:

    4.3.1
Advance:


    
      
         


      

      
         


        
          

        

      

      
         


      

      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.

    


    Where the
following vouchers provided by the Seller have no error in examination within
[****] as from the date when this purchase contract is signed, the Buyer shall
pay to the Seller [****] of [****] as advance.

    
      	
              Ø

            	
              Irrevocable
      performance security issued by the Seller’s opening bank in favor of the
      Buyer, whose amount is equal to [****] of [****] (one original and one
      copy);

            


    

    
      	
              Ø

            	
              One
      legal original of financial voucher issued by the Seller, whose amount is
      equal to [****] of [****];

            


    

    
      	
              Ø

            	
              The
      Seller shall give written notice to the Buyer of specific date of
      receiving advanced according to the certificate of collection of payment
      issued by the Seller’s bank.

            


    

    4.3.2
Progress payment

    Where the
following vouchers provided by the Seller have no error in examination within
[****] as from the date when this purchase contract is signed, the Buyer shall
pay to the Seller [****] of [****] as stock payment.

    
      	
              Ø

            	
              One
      legal original of financial voucher issued by the Seller, whose amount is
      equal to [****] of [****];

            


    

    
      	
              Ø

            	
              One
      copy of purchase contract for raw materials and purchased parts or
      relevant certificates;

            


    

    
      	
              Ø

            	
              Production
      scheduling.

            


    

    4.3.3
Payment after arrival of goods

    The
Seller shall deliver required sets of equipment to the place of delivery in
sequence of delivery and within specified time, and pay [****] of [****].
Further, the Seller shall supply to the Buyer the following vouchers, and shall
pay corresponding accounts within [****] after these vouchers have no error in
examination by the Buyer.

    
      	
              Ø

            	
              Detailed
      packing list of these sets (two originals and four
  copies);

            


    

    
      	
              Ø

            	
              Certificate
      of inspection for quantity and quality of these equipment (two originals
      and four copies);

            


    

    
    


    
      
         


      

      
         


        
          

        

      

      
         


      

      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.

    


    
      	
              Ø

            	
              Four
      copies of insurance contract for all risks of freight transport against
      which the Seller purchases insurance with [****] of [****] in favor of the
      Seller;

            


    

    
      	
              Ø

            	
              One
      original and four copies of “Inspection Certificate” for the batch of
      equipment signed by the representative authorized by the
      Buyer;

            


    

    
      	
              Ø

            	
              One
      original of legal financial voucher for amount to be paid for each set,
      issued by the Seller.

            


    

    4.3.4
Installation payment

    The Buyer
shall, within [****] after the equipment is installed, [****] of [****]
according to the [****].

    
      	
              Ø

            	
              One
      original of legal financial voucher issued by the Seller, whose amount is
      equal to [****] of total equipment price calculated according to the
      [****].

            


    

    4.3.5
Pre-acceptance payment

    The Buyer
shall, within [****] after the equipment is adjusted and pre-accepted, pay
[****] of the [****] according to the [****].

    
      	
              Ø

            	
              One
      original of legal financial voucher issued by the Seller, whose amount is
      equal to [****] of [****] calculated according to the
    [****].

            


    

    
      	
              Ø

            	
              Pre-acceptance
      certificate provided by the Seller and signed by the Seller and the Buyer
      (two originals and four copies).

            


    

    4.3.5
Quality assurance payment

    [****] of
[****] is used as equipment quality assurance money.

    Where no
quality problem arises one year as from expiration of quality assurance period
of the contractual equipment, all performance indicators reach assurance values
as provided for in the appendixes hereto, and the Seller provide the following
vouchers which meet no error in examination, the Buyer shall pay to the Seller
[****] of [****] within [****].

    
      	
              Ø

            	
              One
      original of legal financial voucher issued by the Seller, whose amount is
      equal to [****] of [****].

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

      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.

    


    Where no
quality problem arises [****] as from expiration of quality assurance period of
the contractual equipment, all performance indicators reach assurance values as
provided for in the appendixes hereto, and the Seller provide the following
vouchers which meet no error in examination, the Buyer shall pay to the Seller
[****] of [****] within [****].

    
      	
              Ø

            	
              One
      original of legal financial voucher issued by the Seller, whose amount is
      equal to [****] of [****].

            


    

    
      	
              Ø

            	
              Four
      copies of final acceptance certificate for the contractual
      equipment.

            


    

    4.4 As
for time of payment, the date of acceptance of the Buyer’s bank is taken as
actual date of payment.

    4.5 The
Seller shall, according to execution progress of this contract and the Buyer’s
requirements, timely provide to the Seller the originals of value added tax
invoices for contract advance, stock payment, payment after arrival of goods,
pre-acceptance payment and quality assurance payment.

    4.6
Payment of main sub-contract and outsourced equipment

    As the
Buyer has no direct contractual relation with contract sub-contractor and
outsourced equipment supplier, the payment of main sub-contract and outsourced
equipment herein shall be made by the Seller. Provided that main sub-contract
and outsourced equipment may not be delivered on schedule for some reason (where
the Buyer makes timely payment towards the Seller, while the Seller fails to
make timely payment towards contractor sub-contractor or outsourced equipment
supplier), so as to affect construction progress, the Buyer shall be entitled to
tentatively terminate payment towards the Seller. After the Seller pays to
contract sub-contractor or outsourced equipment supplier related accounts, the
Buyer shall continue making payment towards the Seller.

    The
Buyer’s behavior above does not constitute any breach, but the period shall not
exceed [****].

    If the
Seller still fails to make payment towards contract sub-contractor or outsourced
equipment supplier, the Buyer shall, for the sake of guaranteeing construction
progress,
be entitled to make direct payment towards contract sub-contractor or outsourced
equipment supplier, which payment and relevant interests (the Buyer’s deposit
interests) shall be deducted from the next payment due to the Seller from the
Buyer.


    
      
         


      

      
         


        
          

        

      

      
         


      

      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.

    


    4.7
Deduction and payment of liquidated damages

    If the
Seller fails to execute the contract as required, related accounts shall be paid
to the Buyer [****] after the Seller receives written notice from the Buyer and
the certificate as to such liquidated damages, the Buyer shall also be entitled
to deduct such liquidated damages from performance security and any account
payable; if the Buyer incurs losses due to any manufacture quality problem,
related accounts shall be deducted from quality assurance money.

    If the
Buyer fails to execute the contract as required, related accounts shall be paid
to the Seller [****] after the Buyer receives written notice from the Seller and
the certificate as to such liquidated damages which is accepted by the
Buyer.

    4.8 Any
and all bank charges arising in the Buyer’s bank and relating to contract
performance shall be borne by the Buyer, while any and all bank charges arising
in the Seller’s bank and relating to contract performance shall be paid by the
Seller.

     

    Chapter
V Delivery and Transport

     

    5.1 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 the assembly. See Appendix 4 for the delivery
time of the assembly.

    5.2
Transport mode and delivery place

    5.2.1 The
transport of the contract equipment mainly adopts the road transport; if meeting
the special case, other transport modes can be adopted, but the expenses will
not change.

    5.2.2
Delivery place of the contract equipment: delivery on the vehicle board of the
project site.

    Main
engine: the project site of the wind farm (on the vehicle)

    Blade:
the project site of the wind farm (on the vehicle)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          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
Within [****] from the date when the contract comes into force, the
seller shall provide names, total weight, total volume of each batch of
goods, primary delivery plan of delivery date and total product lists under the
terms of this contract and total packing lists corresponding to the delivery
scope of the contract, in accordance with the Appendix 4 of the contract..
[****] before the start of the expected shipment of each batch of goods, the
seller shall notify the buyer of all the contents in Article (5.6) in
written.

    5.4 The
delivery date of each batch of the contract equipment shall subject to the
actual time on the delivery order. This date shall be the basis for calculating
the penalty for later delivery of goods in the Article 10.9 of the
contract.

    5.5
Within [****] after each batch of goods are ready and shipping
vehicles/ships are sent off, the seller shall notify the seller of the following
contents about this batch of goods in written.

    
      Contract
No.;

    

    (1)
Contract No.;

    (2) Set
No.;

    (3) Goods
delivery starting date;

    (4) Names
and codes of goods;

    (5) Gross
weight of goods;

    (6) Total
volume of goods;

    (7) Total
packed quantities and packing modes;

    (8)
Names, weight, volume and quantities of each product exceeding 20 tons
(including 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;

    (9) 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;


    
      
         


      

      
         


        
          

        

      

      
         


      

      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.

    


    (10)
Supply list of this batch of equipment.

    5.6
Products not invoiced in Appendix 4 shall be delivered on the basis of
installation progress.

    5.7 The
buyer can dispatch a representative to the seller’s factory and shipment station
to check packing quality and monitor loading situation. The seller shall inform
the buyer of the delivery date [****] in advance. If the representative of the
buyer can not participate in inspection in time, the seller has the right to
send out goods. Inspection and monitoring of the above mentioned representative
may not relieve the seller of its due liabilities.

    5.8 After
the arrival of each batch of equipment, the buyer will notify the seller to
check the pieces of the goods at the designated arrival place. After affirming
that the appearance and packages of the goods are intact, the authorized
representative of the buyer will sign the “receiving bill” in duplicate together
with the site representative of the seller; the bills are held by both parties
separately.

    If the
packages are damaged in the process of transport, the authorized representative
of the buyer will examine the equipment or parts in damaged packages together
with the site representative of the seller. If the equipment or parts are
affirmed to be intact, the “receiving bill” can be signed. Once the equipment or
parts are found to be lost or damaged, the seller shall notify the insurance
company and the transportation department timely, and supply the lacked goods as
quickly as possible.

    5.9 After
taking over each batch of equipment, the buyer shall notify the seller to open
the cases for examination on site together within certain time. After ensuring
the completeness of the delivered goods, the authorized representative of the
buyer shall sign the “examination certificate” of quadruplication of this batch
of equipment with the site representative of the seller, each party holds two
copies. When opening the cases for examination of the import complete equipment
delivered to the site directly, the site representative of the seller shall
provide tow copies of the commodity inspection
certificate of the import complete equipment issued by the commodity inspection
bureau to the buyer.


    
      
         


      

      
         


        
          

        

      

      
         


      

      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.

    


    5.10
During the period of installation, debugging and 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 [****] and
notify the buyer.

    5.11 The
seller shall, in accordance with the provisions of Appendix 1 and Appendix 3,
provide technical materials needed for wind farm design, construction
supervision, adjustment, test, inspection, training, running and maintenance to
the sell batch by batch. See Appendix 3 for the quantity and contents of the
technical materials. The list of the foresaid technical materials and the
delivery schedule conforming to the provisions of Appendix 3 shall be listed
separately.

    5.12 The technical materials
are delivered in the way of postal express. After each batch of technical
materials are delivered, the seller shall notify the buyer of the delivery date,
mail No.; detailed list of technical materials, quantity and weight and contra
ct No. etc. with fax within [****].

    5.13 The
actual delivery date is considered as the postal mark date on the consignment
notice of the postal department. This date will be used as the basis for delay
penalty calculation for any late document delivery according to Article 10.10 of
the contract.

    If it is
found that technical documents are missed, lost or damaged after checked by
representatives of the buyer or seller, the seller shall supplement and provide
to the site the missed, lost or damaged parts thereof for free within [****]
upon receiving notification of the buyer.

    5.14 The
seller shall deliver goods strictly in accordance with the delivery schedule of
the contract. If the buyer requires the seller to deliver goods in advance due
to the buyer’s factor, the seller shall do their possible to cooperate, but the
buyer shall notify the seller in advance, in order that the seller has necessary
time for production and transportation to satisfy the requirement of delivery in
advance. If it is the true reason that the actual production cycle of the needed
equipment and the transportation factor cannot satisfy the buyer’s requirement
of delivery in advance, the seller shall [****]. If the buyer requires the
seller to postpone the goods delivery due to the buyer’s factor, the seller
shall do their possible to cooperate and deliver goods as the new supply time
required by the buyer, and the [****].


    
      
         


      

      
         


        
          

        

      

      
         


      

       

    


    5.15
Receiving unit: Xilingol League Tianhe Wind Energy Development Co.,
Ltd.

    5.16
Mailing address of the technical materials:

    Unit:


    Address:


    Post
code: 

    5.17
Mailing address of the technical matching materials:

    Unit:
Xilingol League Tianhe Wind Energy Development Co., Ltd.

    Address:


    Post
code: 

     

    Chapter
VI Packing and Mark

     

    6.1 All
the goods delivered by the seller shall comply with provisions in the national
standard GB191-2000 packing, storage and
shipping direction mark and firm packages applicable to long-distance transport,
repetitious moving, loading and unloading specified by the goods carriage
acceptance department to ensure to deliver the goods safely to the installation
site without any damage or corrosion.

    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
seller shall properly paint to the contract equipment to adapt the conditions of
the long distance marine transportation and land transportation, mass hoisting,
unloading,
long-term open-air storage and the requirements in actual operation, thus to
prevent from the damages caused by rain and snow, humidity, rust, corrosion,
shock, as well as mechanical and chemical damages. If the packages and the
prevention measures the seller adopting exist any flaw not conforming to the
foresaid requirements, which cause the contract equipment damages (including
rust-eaten), the seller shall undertake the responsibility to repair or replace
the damaged parts and bear all the expenses by himself.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
seller shall package in accordance with the different forms and features of the
contract equipment. The packaging shall be equipped with protective measures for
preventing humidity, rain, mold, rust, corrosion and shock when needed according
to equipment characteristics to ensure that the goods are safely delivered to
the equipment installation site without any damage and corrosion.

    Before
product packaging, the seller is responsible for checking and cleaning without
foreign things left and guaranteeing complete parts and components.

    6.2 The
seller shall clearly mark component No. and part No. in the installation daring
for each bulked parts and components within the packing box. The mark shall be
easy to be identified and not easy to be lost or to be erased by accident. The
mark shall not impact the beautiful appearance of the whole equipment and system
after installation.

    6.3 The
seller shall print the following marks at the four neighboring sides of each
packing box in Chinese characters with striking unfading paint.

    (1)
Contract No.;

    
      (2)
Destination
station;

    

    (3) Names
of supply and receiving units and the code of the receiving unit;

    (4) Name
of equipment, set No. and drawing No.;

    (5) Box
No. / Piece No.;

    (6) Gross
weight/net weight (kilogram);

    (7)
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 characteristics of the equipment and different requirements for loading,
unloading and transport, general marks such as “be careful”, “gently
place”, “upward”, “anti-rain”, “moisture proof”, “no upside-down”, “heat
frightening”, “be away from radioactive source and heat source”, “hoisting from
here”, “centroid”, “stacking load limit”, “stacking layers limit” and
“temperature limit” shall be marked at the obvious position of the
box. The marks shall conform to the provisions of GB191 and GB6388.

    6.4 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. The expenses shall be borne by the
seller.

    
      	
              6.5
      Within each packing box, detailed packing list for names of sub-items,
      quantity, price and set No. and drawing No., qualification certificate,
      quality qualification certificate and technical description shall be
      attached and made in duplicate. There shall be two copies of technical
      instruction and quality certificate for product acceptance respectively in
      the packing box of the purchased parts. Another two copies of the above
      materials shall be sent by express.

            


    

    
      	
              6.6
      Spare parts and special tools listed in Appendix 2 shall be packed
      respectively, the indication shall be made at the external side of the
      packing box and the word “spare parts” or “special tools” shall be marked
      as one-time delivery.

            


    

    
      	
              6.7
      The seller shall stick the label on the bulk attachments in package or in
      bundle. The label shall be written in clear printing Chinese and marked
      the relevant contents of Article
6.2.

            


    

    
      	
              6.8
      Bulked parts for all equipment shall adopt good packing method and put
      into suitable box, and send out within one vehicle if
      possible.

            


    

    
      	
              6.9
      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.

            


    

    
      	
              6.10
      All ports of all pipes, pipe fittings, valves and other equipments must be
      protected with covers or otherwise properly protected. For the equipment
      needing transportation with nitrogen (N2)
      protection, the nitrogen shall be inflated to protect the equipment and
      the nitrogen gas cylinder with the indicating instrument shall be
      equipped.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              6.11
      The seller and/or other sub-contract shall not indicate any two boxes with
      one box No.. The packing case shall be numbered in sequence; and in the
      whole process of shipment, the order of the boxing numbers are consistent
      throughout.

            


    

    
      	
              6.12
      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 or
      damages before installation.

            


    

    
      	
              6.13
      The seller shall use packages applicable for long-distance, repetitious
      moving, rain prevention and humidity prevention for the technical
      materials delivered. The cover of each technical material package shall
      indicate the following contents:

            


    

    (1)
Contract No.;

    (2) Names
of supply and receiving units;

    (3)
Destination station;

    (4) Gross
weight;

    (5) Box
No. / Piece No..

    Within
each material package, one original and two duplicate copies of a detailed list
of technical documents indicating technical materials’ sequence No., Document
Item No., Name and pages shall be attached. The copies of the materials
submitted shall subject to the provision in Appendix 3.

    6.14
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 according to Chapter 10 of this
contract. 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.

    6.15 The
side of the cabin is the marking of the buyer’s enterprise, which shall be
painted by the seller before delivery, and shall be sent to the seller by the
buyer in electronic mode one month before the equipment
delivery.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Chapter
VII Technical Service and Liaison

     

    7.1 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 related to the contractual equipments supplied by the
seller.

    7.2 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 trial run, debugging and start-up according to the
technical materials from the seller. And the seller shall also be liable for
solving any problem concerning manufacture quality and performance that arises
during installation, debugging and trial run.

    7.3 The
seller shall submit the plan for carrying out the services stated in Article 7.1
and 7.2 in duplicate to the buyer by mail within 1 month after the contract
comes into effect.

    7.4 Both
parties shall determine the time of the technical liaison meeting within 15 days
after initialing the contract.

    7.5 The
buyer is entitled to participate in the seller’s technical design; the seller is
under the obligation to invite the buyer to participate in the seller’s
technical design when necessary and is also liable for the interpretation of the
design.

    7.6 In
case of 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.

    7.7 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 of both
parties and the amended version shall be the standard. In case the significant
technical proposal and/or contractual price are to be amended, it can only be
enforced after it is submitted to the approval institute of the original
contract and approved.

    7.8 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.9 The
buyer has the right to distribute the materials related to the contractual
equipments provided by the seller or the seller’s sub-contractor 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.

    7.10 As
to the materials of the seller and the buyer which are sealed with
“CONFIDENTIAL”, both parties undertake the confidentiality liabilities and
obligations.

    7.11 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 seller
itself.

    7.12 The
seller (including subcontracting and outsourcing) shall undertake the full
liability for supply, equipment, technical interface and technical service
involved in the contract.

    7.13 As
to other equipments connected with the contractual equipments, the seller is
under the obligation to provide interface and technical cooperation and no rise
of the contract price.

    7.14 The
technicians who are sent to the site by the seller to offer services shall be
experienced and competent. The technicians shall be confirmed by the buyer
within 1 month after the contract comes into effect.

    The buyer
has the right to suggest replacing those who fail to meet the requirements, and
the seller shall assign new technicians recognized by the buyer. In case the
seller fails to make a timely reply to the request for replacing incompetent
technicians by the buyer within 5 days, it shall be regarded as the delay of the
project according to Article 10.11.

    7.15 The
seller shall be liable for the loss caused by the technicians’ negligence or
faults in instructing the installation and debugging or by the seller’s failure
in assigning personnel for instruction according to the
requirements.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.16
Refer to Appendix 7 for the specific requirements for technical service and
liaison.

     

    Chapter
VIII Quality
Supervision and Checking

     

    8.1
Supervision

    8.1.1 The
seller should offer design, fabrication and checking standard catalog of the
contractual equipment to the buyer within 1 month from the effective
date of the contract. And the design, fabrication and checking standard
shall conform to the stipulations in Appendix 1 and 5.

    8.1.2 The
buyer will consign supervision units who are qualified to carry out or the buyer
itself carries out equipment construction supervision and test before
leaving factory under the instruction of the buyer or the supervision units, to
understand the instance of equipment assembling, checking, testing and casing
quality, and sign.

    The
standards of supervision test are the corresponding standards listed in Appendix
1 and 5. The seller has the liability to cooperate with supervisors to offer
relative data and standards without assuming any charge from them in
time.

    8.1.3
Refer to Appendix 5 for the supervising range and detailed supervising
testing/witness item.

    8.1.4 The
seller should offer data as follows for the supervising test of the supervising
representatives and factory stationed representatives:

    8.1.4.1
Before delivering equipment materials according to the contract, producing plan
of the whole equipment and producing schedule and checking project per month
should be offered.

    8.1.4.2
Offer supervising content and checking time for equipment 7 days before
action.

    8.1.4.3
Offer standards (including factory standard), drawing, data, craftwork and
practical craftwork course, checking record related to the equipment supervision
in the contract, and relevant files and copies as stipulated in Appendix
5.

    8.1.4.4
Give working and living convenience to the supervising representatives and
factory stationed representatives.

    8.1.5
Supervising checking/witness (usually on-site witness) should not affect the
producing schedule in gear (not including shutdown checking when significant
problem appears), and should take practical producing course of the seller into
account.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If
supervising representatives can not arrive to the locale on the informed time
from the seller, testing work of the seller’s factory can be on the rails, with
the results in effect, but the supervising representatives have the right to
know, consult and copy the report and results of checking and testing after
(transfer to documentary witness).

    If the
seller checks separately without informing supervising representatives, the buy
will not accept the checking results, and the seller should, at its own expense,
test with the buyer’s representatives on the site.

    8.1.6
Through supervision, when finding equipments and materials not matching
standards and casing in the contract, supervising representatives have the right
to make remarks and not to sign. And the seller should improve to ensure product
quality.

    No matter
the supervising representatives know or claim to know, the seller has the
responsibility to tell initiatively and timely the big quality defects and
problems through fabrication of contracted equipment. Keeping back is not
allowed and the seller should not handle separately when the supervising unit
knows nothing about it.

    8.1.7 No
matter supervising representatives are concerned with supervision and leaving
factory check, or supervising representatives attend supervision and checking,
and sign the supervision and check report, it can not be considered as the
seller unchaining the quality insurance responsibility under Chapter 10 of the
contract, and it can not prevent the responsibility the seller should take on
the equipment quality.

    8.2   Factory
Checking and Open package inspection

    8.2.1 All
contracted equipment/parts (including subcontracting and outsourcing) applied by
the seller should be check and test strictly through producing process, and
parts and/or the complete machine should be equipped and tested before leaving
factory. All the check, test and assembling should be recorded formally. After
the completion of the above work, the qualified ones can leave the factory for
delivery.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    And these
formal recording documents and acceptance certification, as a part of technique
data, should be posted to the buyer for data save. Besides, the seller should
offer acceptance certification and quality certification in random
files.

    Test of
100% contractual equipment shall be ensured and relevant test report shall be
provided in the factory leaving test of the sets.

    8.2.2
When products reach the destination, the buyer should reach the locale timely
after receiving the notice from the seller, and check the casing, appearance and
amount according to the waybill and packing list together with the buyer. Any
unconformity that is affirmed to be the seller’s responsibility by the two
parties should be solved by the seller.

    After the
product reaching the locale, the buyer should open the box and test the amount,
specs and quality as soon as possible. The buyer should inform the date of box
opening test to the seller 7 day before test, and the seller should sent
identifiers to attend locale test. The buyer should give working and living
convenience to the identifiers from the seller.

    If the
seller’s personnel do not reach the locale on time, the buyer has the right to
open the box and test separately, and the test results and records have the
effect to both sides and are the evidence in effect when the buyer claims
compensation to the seller.

    If the
buyer opens the box at his own option without notifying the seller, or the buyer
does not open the box after 3 months when each batch of equipment reaches the
site, the consequences incurred shall be undertaken by the buyer.

    8.2.3
When any damage, defect, shortage or unconformity to quality standard and
criterion in the contract on the equipment for the seller’s reason is found
through locale test, record should made and be signed by both parties, each side
keeping one as the gist for claiming repairing and/or changing and/or
compensation; if the seller asks the buyer to repair the equipment, all the
repairing charge should be taken by the seller.

    If damage
or shortage for the buyer’s reason is found, the seller should offer or change
relevant parts as soon as possible after receiving notice from the buyer, with
all charge taken by the buyer.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.2.4 If
the seller dissents the requirements of repairing, changing and compensation
from the buyer, he should bring forward it within 7 days after receiving written
notice from the buyer, or the requirements will come into existence. If
dissenting, the seller should send representatives to the locale on his own
expense to test again within 14 days after receiving the notice.

    8.2.5 If
representatives from the two parties can not be unanimous on the test records,
the buyer entrust an authoritarian and independent third party testing
institution / two-party authoritarian testing institution to test. The test
results have sanction to both sides and the test charge should be taken by the
responsible party.

    8.2.6
When receiving compensation claim from the buyer under the Article 8.2.2 to
8.2.5 of the contract, the seller should repair, change or reissue the shortage
as soon as possible in accordance with the stipulations in Article 8.2.7, all
charge, including fabricating, repairing, carriage, and insurance should be
taken by the responsible party. The compensation claim laid before will be
deducted from contract fulfilling guarantee or the next payment by the buyer if
the seller fails to pay it.

    8.2.7 For
the repairing, changing or shortage supplementing time of the equipment or parts
attributed to the seller, the seller shall repair, change, or supplement the
missed, lost, defective or damaged parts for free within ten (10) days upon
receiving the buyer’s compensation claim, as well as bear all the direct
expenses for delivering the products to the installation site and the expenses
paid by the buyer for such repair, change and supplement. For the supplementing
or changing time of equipment or parts for the seller’s reason, it is shall be
under the principle of no affection on the construction progress of the wind
farm. If it is can not be completed on time for some special reasons, the seller
shall submit a written report to the buyer; the time can be properly prolonged
upon the buyer’s written consent, but no later than 2 months after discovering
the defect, damage or shortage, or it will be solved under Article
10.11.

    8.2.8 The
time of the buyer claims for compensation on the tested product will be not
later than 6 months after the products being treated with open-case
inspection.

    8.2.9
Check in Article 8.2.2 to Article 8.2.8 is only for the test of arrival
products. Though no problem is found or the seller has changed or repaired under
compensation claim, it can not be taken as the seller’s unchaining of quality
assurance responsibility under Chapter 10 and Appendix 1.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Chapter
IX Installation, Debugging, Trial Run and Acceptance

     

    9.1 The
contractual equipment shall be installed by the buyer according to the technical
documents, test criteria, drawing and instructions provided by the seller. The
seller shall be responsible for the debugging with trial run with participation
of the buyer. The entire installation process must be conducted with the
instruction of the technical servant of the seller on site. Important procedures
must be confirmed with the signature of the on-site technical servant of the
seller. The important procedures are provided by the seller (see Appendix
7).

    During
the installation process, if problems happen when the buyer does not perform
according to the specification of the technical materials of the seller with the
instruction of the on-site technical servant and without the confirmation with
the signature of the seller’s on-site technical servant, the buyer shall be
responsible for the problems (expect equipment problems) itself; otherwise, the
seller shall be liable.

    9.2
Before the installation, the seller’s technician shall explain the installation
method and requirement. During the installation process, the seller’s technician
shall provide technical guidance and supervision service for the installation,
as well as participate in the inspection and test of the installation quality of
the contractual equipment with a view to meeting the guarantee index and safe
& stable running.

    After the
installation of each set of contractual equipment, both parties’ representatives
shall get further check and confirmation of the installation, and jointly sign
an installation completion acceptance certificate in duplicate with one copy for
each party. However, the certificate can not release the seller from the
responsibility during the performance acceptance test and guarantee period, as
well as liability for the inconsistence of the technical performance &
guarantee and the contractual stipulations.

    The
acceptance of the contractual equipment after its installation shall be carried
out in accordance with Appendix 1 and 5.

    9.3 After
both parties sign the installation completion acceptance certificate, the seller
should carry out debugging in accordance with the technical specification. 30
days before the debugging, the seller shall submit the detailed procedure of
debugging and both parties shall get negotiation by consensus. During the
installation and debugging, if the contractual equipment fail to meet the
provisions in Appendix 1, both parties shall jointly investigate and handle with
the issues and timely take measures to remove the defects and/or make the
successful proceeding of the installation and debugging. The debugging time
shall meet the demand of the site installation; otherwise it will be treated as
delaying construction period according to Article 10.11.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.4 After
the qualification of the debugging and performance test, the wind turbine shall
get 240-hour, safe, continuous (except the factors beyond the wind turbine),
stable trail run under load in accordance with the running mode as stipulated in
Appendix 1. If the contractual equipment fails to pass the trial run, the seller
shall, at his own expense, repair, change the defective equipment and repeat the
trail run test. All the relevant expenses concerning the trial run shall be
borne by the seller.

    After the
qualified trial run of the unit set, both parties shall sign the pre-acceptance
certificate; and the contractual equipment shall enter into the 2-year quality
guarantee period.

    9.5
Performance acceptance test shall be conducted after all the equipment of each
set run stably and reach the rated output for 240 hours’ consecutive and stable
running. If the performance acceptance test fails to carry out on schedule
attributed to the seller, the test time shall be prolonged
according.

    The
purpose of the performance acceptance test is to verify whether the contractual
equipment can meet all the technical index and guarantee index of the function
and performance. The buyer is responsible for this acceptance test and the
seller participates. Concerning that the assessment of the power curve guarantee
and availability shall be carried out during the quality guarantee period, these
two performance assessment shall not include in the performance acceptance
test.

    After the
performance acceptance test and the contractual equipment meet all the
performance guarantee value indexes as stated in Appendix 1, the buyer shall
sign a preliminary acceptance certificate together with the seller within 10
days in duplicate with one copy for each party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If the
contractual equipment fail to meet one or several guarantee value indexes as
stipulated in Appendix 1 and 5 of the contract, it shall be treated according to
Article 9.6 and 10.6

    9.6
Subject to the condition of not affecting safe and reliable run of the contract
equipments, if there is certain small flaw, and that the seller repairs the
above mentioned flaws within the agreed time by both parties, the seller may
agree to sign the performance pre-acceptance certificate.

    9.7 If
the first performance acceptance test can not reach one or several performance
guarantee values specified in Appendix 1 and 5, 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 2
months after the completion of the first acceptance test.

    If it is
attributed to the seller, he shall, at his own expense, take measures to make
the second performance acceptance test meet the technical performance and/or
guarantee index. The seller shall bear all the direct expenses, including but
not limited to the following expenses:

    Expenses
for the seller’s technician participating in the second performance acceptance
test;

    Expenses
for the buyer’s personnel participating in repair;

    Expenses
for the tools and equipment used in the second performance acceptance
test;

    Expenses
for the materials and consumables, excluding the fuel, used in the second
performance acceptance test;

    All the
expenses for transportation and insurance in removing from or arriving at the
wind farm of the equipment and materials to be changed and/or
repaired.

    9.8 After
the second performance acceptance test, if there are still one or several
indexes that can not reach the performance guarantee values specified by the
Appendix 1 and 5 of this contract, both parties shall study and analyze reasons
together and clarify liabilities:

    If it is
attributed to the seller, Chapter 10 of the contract shall be
executed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If it is
attributed to the buyer, this contractual equipment should be considered as
passing the preliminary acceptance, and within 10 days thereafter, the
representative of the buyer will sign the preliminary acceptance certificate of
this contractual equipment together with the representative of the seller in
duplicate with one copy for each party. 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.

    9.9 240
hours after the stable running of the contractual equipment, if the delaying
period of the performance acceptance test caused by the buyer exceeds 6 months,
within 15 days thereafter, the buyer shall sign the preliminary acceptance
certificate of the contractual equipment together with the seller.

    9.10
Whether the performance acceptance test of the contract equipment is made once
or twice, the buyer will issue the final acceptance certificate within 15 days
after finishing claim from the date when the preliminary acceptance certificate
is issued to one year according to the provision of Article 10.4.

    9.11
Preliminary acceptance certificate issued according to Article 9.4 and 9.7 only
prove that the equipment performance and parameters are accepted up to the time
when the performance acceptance certificate is issued according to the contract
requirement, but can not be considered as evidence for relieving relevant
liabilities of the seller for possible existing deflect that may cause damage of
the contract equipments. Likewise, the final acceptance certificate shall also
not be considered as evidence for relieving relevant liabilities of the seller
for possible existing deflect that may cause damage of the contract
equipments.

    Potential
deflect reforest to the potential danger of the equipment that can not be found
under normal situation during manufacturing and short-term running process. The
period of liability of the seller for correcting potential deflects shall last
for three years after the guarantee period expires. When such potential deflect
is found (through confirmation of both parties), the seller shall repair or
replace according to the specification of Article 5.11 and 10.3 hereof, as well
as bear the relevant expenses.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.12
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).

    
      	
               
      

            	
                    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)

            


    

    9.13
Whether the responsibility for the loss or damage of each set of the contractual
equipment is attributed to the buyer or the seller, the seller shall firstly
deliver the equipment for changing or supplementing the lost or damaged
equipment as soon as possible, and make determination on which party shall bear
the expenses for the above equipment later.

    9.14
During the service life of the equipment, if the seller intends to stop
manufacturing or can not manufacture some spare parts, he shall timely recommend
the upgraded or substitute products for the spare parts to the buyer. If there
is no such upgraded or substitute products, the seller is liable for notifying
the buyer in advance, so that the buyer shall get sufficient time to make the
last order of the spare parte needed at the seller’s. Besides, the seller is
liable for proving the drawing, sample, tool, mould and technical specification,
etc. for the manufacture of these spare parts, to make the buyer manufacture the
spare parts needed for the contractual equipment by itself. However, the buyer’s
manufacture of these spare parts shall not form any infringement of the patent
and industrial design. The buyer shall return the foresaid articles after its
completion of use in the proper time and reasonable form and
condition.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.15
Within 15 years from the effective date of the contract, the seller is liable
for providing all the new or improved running experiences and improved
information about technology & safety related to the project. The seller’s
provision of such documentary information shall not form any transfer of any
patent, technology and production license; and the buyer’s use of such
information shall not form any infringement. However, the buyer shall never
provide such information to any third party having no concern with the
project.

    9.16
Assessment of the guarantee power curve

    During
the quality guarantee period, the tenderee can, at his own option, determine the
power curve inspection period and organize the single-unit power curve
performance assessment according to the wind status and production running at
site.

    The buyer
shall organize the assessment acceptance of the power characteristic curve and
the seller participates. The assessment acceptance shall be verified by the
third party (refers to the test and/or authentication institute accepted by the
General Administration of Quality Supervision, Inspection and Quarantine of the
People’s Republic of China). For the verification method, refer to the guarantee
and assessment of the wind turbine power curve in “4.2 Quality Guarantee” of
Volume III Technical Specification.

    If no
third party accepted by both parties can be determined within 30 days from the
buyer’s consultation suggestion, the buyer himself shall be entitled to employ
an internationally accepted test and/or authentication institute or such an
institute accepted by the General Administration of Quality Supervision,
Inspection and Quarantine of the People’s Republic of China, and the assessment
results shall be the final. Expense for the first assessment shall be borne by
the buyer.

    If the
power curve performance assessment fails to meet the index, which is attributed
to the seller, he shall, at his own expense, make the contractual equipment
reach the assessment index with 3 months, and the expense for the second
assessment shall be borne by the seller. Even if the second assessment meets the
standard, the seller shall be liable for compensating the power sale loss (power
generation loss×on-grid price)
corresponding to the power generation loss resulted for the unqualified
guarantee power curve during the period from the commissioning of the fan to the
qualification of the second assessment. For the calculation method of the power
generation loss, refer to the guarantee and assessment of the wind turbine power
curve in “4.2 Quality Guarantee” of Volume III Technical Specification. If the
second assessment acceptance is still unqualified, it shall be regarded as the
seller’s breach of contract and treated according to Article
10.7.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.17
Assessment of the guarantee availability

    The
assessment period of the availability of the unit set and the single unit shall
last for 24 months from the signature of the certificate for successful trial
run. The availability shall be assessed annually (the assessment year can be
different from the calendar year). Refer to the assessment of the equipment’s
availability during the quality guarantee period in “4.2 Quality Guarantee” of
Volume III Technical Specification for the verification method. The assessment
expense shall be borne by the buyer. If the final acceptance fails to meet the
index, which is attributed to the seller, the quality guarantee period shall be
prolonged accordingly. The seller shall, at his own expense, make the
contractual equipment reach the assessment index with 3 months, and the expense
for the second assessment shall be borne by the seller. Even if the second
assessment meets the standard, the seller shall be liable for compensating the
power sale loss (power generation loss×on-grid price)
corresponding to the power generation loss resulted for the unqualified
availability in such assessment year. For the calculation method of the power
generation loss, refer to the assessment of the equipment’s availability during
the quality guarantee period in “4.2 Quality Guarantee” of Volume III Technical
Specification. If the second assessment acceptance is still unqualified, it
shall be regarded as the tenderer’s breach of contract and treated according to
Article 10.7.

     

    Chapter
X Guarantee and Claim

     

    10.1
Guarantee period of each set of contract equipment refers to two years (the
Final Acceptance Certificate is signed) since the Pre-Acceptance Certificate of
the contract equipment is signed and issued. The specific contents of the
guarantee period shall be carried out according to the relevant articles in
Chapter 9 and Chapter10.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    10.2 The
Seller shall guarantee that the supplied contract equipment is completely new
with advanced and mature technology and fine quality, and the model selection of
the equipment conforms to the requirements of safety, reliability, economic
operation and easy maintenance.

    The
Seller shall guarantee that the technical data delivered according to the
Appendix 3 is complete, uniform, correct and accurate in contents and can meet
the design, installation, debugging, operation and maintenance requirements of
the contract equipment.

    The
guarantee period undertaken by Seller for each set of contract equipment shall
become due when the Buyer issues the Final Acceptance Certificate of the
contract equipment.

    10.3
During the Contract execution period, if the equipment supplied by the Seller is
defective and the technical data is erroneous, or rework or rejection is caused
due to the wrong direction and negligence of the technical personnel of the
Seller, the Seller shall immediately replace and repair for free. If replacement
is necessary, the Seller shall bear all site installation costs, and the
replacement or repair term shall be within 1 month from the date when it is
confirmed that the responsibility shall be undertaken by the Seller, otherwise,
the Seller shall carry out in accordance with the Article 10.11.

    The
equipment damaged because the Buyer is not constructed and installed according
to the technical data, the drawing and the instruction manual provided by the
Seller and the guidance of the onsite technical service personnel of the Seller
shall be repaired and replaced by the Buyer, but the Seller shall liable for
supplying the parts for replacement as soon as possible, and shall transport the
emergency parts required by the Buyer in a fastest way. All costs shall be borne
by the Buyer.

    10.4
After the guarantee period of each set of equipment specified in the Contract is
expired, the Seller shall issue the Final Acceptance Certificate for guarantee
expiration of the contract equipment to the Seller. The premise is that the
Seller shall accomplish claim and compensation lodged by the Buyer before
guarantee expiration. However, the Seller shall not be liable for the loss due
to improper maintenance, false operation and normal abrasion.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    10.5
During the guarantee period, if the Buyer finds that the equipment is defective
and does not meet the specifications of the Contract, and the Seller shall be
liable for it, the Buyer will have right to lodge a claim with the Seller. If
the Seller dissents, the two parties shall carry out according to the Article
8.2.4 and Article 8.2.5. Otherwise, the Seller shall immediately repair for
free, replace, compensate or commit the Buyer to arrange overhaul after
receiving the claim documents of the Buyer. The replacement cost in the
installation site, the transportation expenses and the insurance expense shall
be borne by the Seller.

    10.6 If
the defective equipment is required to be replaced or repaired due to the
Seller’s responsibilities to cause the contract equipment to be stopped in
transit or its installation to delayed, the guarantee period of the contract
equipment shall be delayed correspondingly according to the actual delay time
for repair or replacement.

    10.7
After the performance acceptance test specified in the Chapter 9, if one or more
guarantee indexes specified in the Appendix 1 are not reached after the second
acceptance test (due to the Seller’s reasons) and the power curve check or the
availability check does not reach the standards or there are quality problems
due to the Seller’s responsibilities, the Seller shall bear the penalty, and the
Buyer shall have right to select one or more of the following remedial
measures:

    1) The
quality guarantee period shall be prolonged, the Seller shall repair at Seller’s
expense and pay the energy output loss of the Buyer before reaching the
performance guarantee value in a penalty way, calculate the penalty time till
the Buyer signs the Final Acceptance Certificate after reaching the performance
guarantee value;

    After
submitting the penalty, the Seller shall be still liable for taking various
measures at the Seller’s expenses within the defined time of the Buyer to ensure
that the equipment reaches all performance indexes specified in the technical
part of the Contract, namely the date when the Buyer acknowledges that the
contract equipment can be accepted and issues the Final Acceptance Certificate.
If the Seller does not repair the defective contract equipment within the
defined term of the Buyer, the Buyer will have the right to ask other qualified
suppliers independently to eliminate the defects or unconformities to the
Contract, and all costs and risks thereof shall be borne by the
Seller.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2) The
energy output loss of the Buyer within 20 years shall be calculated according to
discount rate 8%. After the Seller pays the above penalty, the responsibilities
of the Seller within the range of liability for compensation shall be released,
and the Buyer shall sign the Final Acceptance Certificate.

    The
performance penalty amount not reaching a penalty calculation unit shall be
calculated according to the actual deviation.

    If more
items or more points of the above performance guarantee indexes do not reach the
guarantee value simultaneously, the penalty limit is the sum of all
penalties.

    The
performance guarantee required in the Contract appendix and excluding in the
above articles shall be within the check range.

    After
submitting the penalties, the Seller shall still have reasonability to provide
the technical assistance, and shall take various measures (including equipment
replacement) to ensure that the equipment reaches all economic indexes and the
technical requirements of the Contract (see Appendix), and all costs shall be
borne by the Seller.

    After the
Seller pays all penalties, and the date when the replacements supplied by the
Seller are accepted by the Buyer, namely the date when the Buyer acknowledges
that the contract equipment can be accepted preliminarily and issues the
Preliminary Acceptance Certificate.

    10.8 If
the contract equipment has very serious defects due to the Seller’s
responsibilities during the guarantee period (if the equipment performances do
not reach the requirements, etc.), the guarantee period will be 1 year after the
defects are removed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    10.9 If
the Seller does not deliver in the delivery term specified in the Appendix 4 of
the Contract not because of the Buyer’s reasons or because the Buyer requires
delaying delivery (except the force majeure), the actual delivery term shall be
accounted according to the Article 5.1 and Article 5.4, and the Buyer shall have
the right to charge the penalties in the following proportions:

    Delay for
1-4 weeks: the penalty amount of each week is 1 % of the amount for the lately
delivered equipment;

    Delay for
5-8 weeks: the penalty amount of each week is 2 % of the amount for the lately
delivered equipment;

    Delay for
9 weeks: the penalty amount of each week is 4 % of the amount for the lately
delivered equipment;

    Delay for
less than 1 week: the penalty amount is calculated according to one
week.

    The total
sum of the penalties for the lately delivered equipment shall not be over 10 %
of the total price of the contract equipment.

    The
Seller shall pay the penalties for late delivery, and the Seller’s obligation of
continuous delivery shall not be released according to the
Contract.

    When the
equipment with significant influences are delivered lately for over 3 months,
the total sum of the penalties the Seller pays to the Buyer shall be over
10  % of the total price of the contract equipment. At the same time,
the Buyer shall have the right to terminate partial or all articles of the
Contract. In the event of any conflict between other articles and this article
of the Contract, this article shall prevail.

    10.10 If
the data is not delivered on time in accordance with the Article 1.3 and Article
1.4 in the Appendix 3 of the Contract due to the Seller’s responsibilities to
seriously influence the construction progress, the Seller shall pay the penalty
of 10,000 Yuan for each item each day, and shall be penalized at the double due
to the serious subsequences caused to the project. The late delivery time shall
be subject to the specification of the Article 5.14.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The
Seller shall submit the matching data of the project design to the project
design unit within five days after receiving the Letter of
Acceptance.

    10.11 If
the Seller causes delay during the contract execution process due to delay,
negligence and / or error of the technical service of the Seller, the Seller
shall pay 0.5 % penalties of the total price for the contract equipment for
construction period delay every week, and the compensation of the contract
equipment shall not be over 5 % of the total price of the contract equipment at
the utmost. The Seller shall pay the direct loss to the seller due to the
Seller’s technical service error or breach of the Contract.

    10.12 The
total sum of the penalties for the contract equipment borne by the Seller in
accordance with the Articles 10.7, 10.9, 10.10 and 10.11, whether for single
item or for more items, shall not be over 10% of the total price of the
Contract.

    10.13 The
Seller’s corresponding obligations specified in the Contract shall not be
released due to the payment of late delivery penalties.

    10.14 If
the Buyer delays in payment due to the Buyer’s reasons, the Buyer shall pay the
corresponding interests. The corresponding interests for Buyer’s delay in
payment shall be calculated according to the national deposit interest rate, and
the total interests shall not be more than 5% of the deferred payment amount.
The Seller shall not influence the delivery progress due to the late payment of
the Buyer.

    10.15 The
Seller shall guarantee that the time for the power transmission of the first
unit to the synchronization of the final unit is not more than 20 days (the
Buyer shall guarantee that the time for the power transmission of the first unit
to the final unit is not more than 10 days, and if any, it shall be postponed
according to the exceeding part); the Buyer shall deduct one ten-thousandth of
the total price of the Contract from the Seller for delay every day due to the
Seller’s reasons.

    10.16 The
time for synchronization of the final unit to pre-acceptance accomplishment of
all units shall not be more than 30 days; the Buyer shall deduct power sales
revenue loss from the total price of the Contract for delay every day due to the
Seller’s reasons.

    10.17
Performance bond


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    10.15.1
Within one month after the Contract becomes effective, the Seller shall submit
the performance bond to the Buyer before the Buyer pays the
prepayment.

    10.15.2
The performance bond is 10% of the total price of the Contract, which is
irrevocable and takes the Buyer as the beneficiary.

    10.15.3
If the Seller does not fulfill the Contract and causes loss to the Buyer, the
performance bond shall be paid to the Buyer as the compensation to the
loss.

     

    Chapter
XI Issuance

     

    11.1 The
Seller shall cover all transportation insurances of 110% of the contract
equipment price in the insurance company for each set of contract equipment by
taking the Seller as the beneficiary according to the transportation ways of
water transportation, land transportation and air transportation, and the
insurance range is from the Seller’s warehouse to the delivery site (including
unloading).

    11.2 If
the Seller does not cover the transportation insurances for each set of contract
equipment, the Buyer shall have the right to deduct 20% of the freight and
miscellaneous charges from that of the contract equipment (and deduct the
insurance expenses of the equipment in the Contract) according to the Contract.
Moreover, the joint and several liabilities thereof shall be undertaken by the
Seller.

    11.3 The
Seller shall provide the Buyer the copy of the insurance contract before 20 days
each set of contract equipment is delivered; if the Seller does not provide in
time, the Buyer shall consider that the Seller does not cover the insurances for
the contract equipment, and shall carry out in accordance with the Article
11.2.

    11.4 If
the each batch of contract equipment and / or documents delivered are lost or
damaged, the Seller shall contact the issuance company for claim. If such loss
or damage does not belong to the compensation range of the issuance company, the
Seller shall be liable for completing and replacing the equipment or
compensating the Buyer.

    11.5 Life
accident insurance

         The
Seller shall cover the life insurance and other relevant insurances for the
onsite service personnel for exempting from the any compensation liabilities of
the Buyer and the relevant personnel thereof because the onsite service
personnel of the Seller make rule-breaking operations or guidance to injure
themselves and / or the Buyer and the onsite working personnel thereof, even the
compensation liability for death.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Chapter
XII Tax and fee

     

    12.1
Seller will pay all the taxes and fees rated to this contract in accordance with
applicable national tax laws, codes and regulations.12.2 The prices contained in
this contract are tax included. Taxes and fees for equipment, technical
documents, service (including transportation) and imported equipment/parts are
all included in the contract prices and will be paid by the seller.

     

    Chapter
XIII Subcontracting and Outsourcing

     

    13.1 The
Seller shall not subcontract the equipment / parts within the scope of the
Contract without the approval of the Buyer (including outsourcing of the main
parts). The contents and proportions to be subcontracted by the Seller shall be
approved by the Buyer, or the Seller shall not subcontract.

    13.2 The
Seller shall submit the pre-selection list and qualification data of the
subcontractors of partial equipment / parts and the suppliers of the outsourced
equipment within one month the Contact becomes effective after the contents and
proportions of the equipment / parts to be subcontracted and outsourced within
the scope of the Contract by the Seller shall be submitted to the Buyer for
approval. The Buyer shall review the documents of the subcontractors and the
suppliers of the outsourced equipment submitted by the Seller within one month,
and shall reply in written form after approval. The Seller shall select the
subcontractors and the suppliers of the outsourced equipment from the lists
approved by the Buyer, and shall inform the Buyer of them in written
form.

    13.3
Seller has the independent and self-determined purchase right of the materials
and equipment and can choose any kind of purchase mode as deemed proper by him.
However, in terms of the issues concerning the subcontracted and outsourcing
equipment/parts, the seller shall sufficiently adopt the opinions and
suggestions proposed by the buyer, which are drawn from the actual running
experience and site investigation and research, so as to provide the buyer with
the products conforming to both parties’ technical requirements, as well as with
reasonable price.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    13.4
Technical service for the equipment/parts under subcontracting and outsourcing
will be handled according to Article 7.10, 7.11 and 7.12.

    13.5
Seller shall assume all the liabilities under the contract for all the
subcontracted equipment and parts.

    13.6
Refer to Appendix 8 for the subcontracting and outsourcing
contents.

     

    Chapter
XIV Change, Modification, Suspension and Termination of the
Contract

     

    14.1 Once
contract becomes effective, neither party is allowed to make unilateral and
arbitrary modification to the contract (including appendixes). However, either
party can propose suggestions to the change, modification, cancellation or
supplement of the contractual content in written form. Such suggestion shall be
notified to the other party in written form and signed for confirmation by the
two parties.

    If the
modification changes the contractual price and delivery progress, either party
shall submit the detailed explanation affecting the contractual price and/or
delivery time within 14 days after receiving the above modification notice.
Having been approved by the two parties and signed by the legal representatives
or entrusted agents (who should be entrusted by the authorized representative in
written form) of both parties, as well as being examined by the original
contract examining institute, the modified contract can come into effect. The
relevant parts after modification shall be copied to the relevant institutes
related to the original contract.

    14.2 In
case the seller has violation or refuses to perform the contract, the buyer will
notify such party in writing. The seller shall make corrections to such
violations or refusal within 14 days after receiving the notice and confirming
with no error. If the corrections cannot be carried out within 14 days,
correction plan shall be proposed.

    If the
corrections fail or correction plan cannot be proposed, the buyer shall reserve
the rights to suspense the partial or full contract. For such suspension, the
buyer will not issue further change order. All the costs, loss and claims
incurred shall be borne by the seller. If there are other articles available
with regards to such violation, such articles will apply.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    14.3 If
the buyer executes his suspension right, he shall be entitled to suspense the
payment of the suspended parts which is payable to the seller, and claim back
the advance payment to the seller of the suspended parts.

    14.4 If
the equipment cannot be delivered due to fault on seller side, seller shall pay
penalty to the buyer with the amount of 5% of the payment for the equipment
which is can not be delivered, as well as compensate for the direct economic
loss to the buyer.

    14.5 If
seller is under bankruptcy, ownership change (being merged, consolidated,
acquisitioned, dissolved or cancelled) or insolvency or carries out operation
under bankruptcy just for the interest of creditor, buyer has rights to
immediately notify in writing the seller or trustee-in-bankruptcy or the new
owner of the contract to terminate the contract or propose different choices to
trustee-in-bankruptcy, liquidator or the new owner of the contract. Depending on
their reasonable guarantee the performance of such contract, the contract which
was agreed to by buyer will be performed.

    14.6 In
case of occurrence related to Article 14.5, the buyer has rights to take over
the work related to the contractual equipment from the seller, and take away all
the contract equipment related design, drawing, instructions and materials in
the premises of seller at appropriate time. The ownership of such items belongs
to buyer. Seller will provide buyer with all the convenience for such handling
so that buyer can remove above design, drawings and materials. Buyer will assume
no liabilities for any direct or indirect claims against seller from termination
of such contract. In addition, both parties will reach agreement on the
evaluation of the performed part of the contract. Also they will handle all the
consequences because of advance contract termination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Chapter
XV Force Majeure

     

    15.1
Force majeure refers 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.

    15.2 The
party influenced by force majeure should notify by fax about the detail of force
majeure to the other party after the occurrence of force majeure, and deliver
the proving documents issued by the authority to the other party within 3 days.
The party influenced should try his best to reduce the influence and the delay
caused, once the influence of force majeure is finished, he should notify the
other party.

    15.3 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, debugging and
acceptance, etc.).

     

    Chapter
XVI Settlement of Contract Disputes

     

    16.1 Any
and all disputes arising from or in connection with this contract shall be
settled by both parties through friendly negotiation; if no agreement can be
reached, such disputes shall be referred to high managements of both parties for
mediation; if it fails, both parties agree that either party may submit such
disputes to the Arbitration Committee as provided for herein for
arbitration.

    16.2 The
Arbitration Committee shall be Wuhan Arbitration Committee.

    16.3 The
place of arbitration shall be Wuhan.

    16.4 The
arbitration award shall be final and binding upon both parties, and both parties
shall strictly follow the arbitration award.

    16.5 Any
and all expenses arising from or out of the above processes shall be borne by
the losing party, except otherwise specified in the said arbitration
award.

    16.6
During arbitration, except the issues submitted to arbitration, this contract
shall continue to be fulfilled.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Chapter
XVII Entry
into Effect of the Contract

     

    17.1 When
the following condition having been met, the contract shall enter into
effect:

    This
contract is formally signed by the legal representatives or entrusted agents
(who should be entrusted by the authorized representative in written form) of
each party, and sealed with the special seal for contract.

    17.2
Effective term of the contract

    The
effective term will start from the effective date of the contract till the
issuance of “Final Acceptance Certificate”, completion of the compensation,
goods delivery and goods payment.

     

    Chapter
XVIII Miscellaneous

     

    18.1 This
contract shall be subject to the Law of the People’s Republic of
China.

    18.2 All
appendixes hereto, bidding documents, tendering documents, clarification
documents and such written documents as minutes, letters and faxes confirmed by
both parties shall constitute an integral part of this contract, and shall have
equal legal force. Where these appendixes and the terms hereof conflict or have
vague concepts, the latter shall govern; where the documents prepared in
different time conflict or have vague concepts, latest ones shall
apply.

    18.3
Contractual obligations taken by both parties hereto shall not go beyond the
provisions hereof, and either party shall have no authority to make any
statements, representations, commitments of any kind or take any action which
shall be binding upon the other party.

    18.4 This
contract lays out the terms of responsibilities, obligations, compensation and
remedial of both parties. Either party shall not be obliged to bear
responsibilities, obligations, compensation and remedial not specified
herein.

    18.5
Without prior permission of the other party, either party shall not transfer or
assign to any third party part or whole of rights or obligations under this
contract.

    18.6
Except for the purpose of contract performance, the documents and files provided
by both parties to each other under this contract shall not be provided to any
third party which is not involved in “contract equipment” and related
projects.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    18.7 The
Seller shall guarantee that the use by the Buyer of contract equipment, services
and files for the purpose as provided for herein or any part hereof is free from
any infringement claim raised by a third party as to patent, trademark or
industrial design right.

    If any
infringement claim from a third party arises, the Buyer shall give prompt notice
to the Seller within 7 days, and the Seller shall be responsible for negotiating
with the third party and shall indemnify and protect the Buyer from any damages
caused by the third party’s claim in terms of legal and economic
liabilities.

    Both
parties hereto shall appoint two authorized representatives, who shall be
responsible for directly handling technical and business problems as to
“contract equipment”. The names and addresses of these two authorized
representatives shall be notified to the other party at the same time when this
contract comes into effect.

    18.8
Where any and all correspondences, notices or requirements put forward by either
party to the other party are formally written and transmitted by hand or
delivered by registered letter, express, telegram, fax or e-mail to the address
of the other party as specified hereinafter, they shall be deemed to have been
formally received by the other party.

    18.9 This
contract is written in Chinese, and all documents like notices, technical
documentations, specifications, minutes and letters arising during contract
performance shall be written in Chinese. All documents of imported equipment
like technical documentations and specifications shall have Chinese
version.

    18.10
This contract is executed in eight originals and ten copies; the Buyer keeps
five originals and ten copies, and the Seller holds three
originals.

    18.11 The
addresses of both parties hereto are as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Signature
Page

    
      	 
      	
              Buyer

            	
              Seller

            
	
              Name

            	
              Xilingol
      League Tianhe Wind Energy Development Co., Ltd.

            	
              Wuhan
      Guoce Nordic New Energy Co., Ltd.

            
	
              Address

            	 
      	
              No.
      86, Nanhu Avenue, East Lake Development Zone, Wuhan
City

            
	
              Postcode

            	 
      	
              430205

            
	
              Contact

            	
              Liu
      Hongzhong

            	
              Zhang
      Weijun

            
	
              Tel

            	
              0471-4505546

            	
              027-87985099

            
	
              Fax

            	
              0471-4505546

            	
              027-87985699

            
	
              E-mail

            	
              liuhz7776@163.com

            	
              market@gc-nordic.com

            
	
              Bank
      of deposit

            	 
      	
              China
      Merchants Bank, Wuhan Guanggu Sub-branch

            
	
              Account
      No.

            	 
      	
              127902268510202

            
	
              Taxpayer's
      Registration No.

            	 
      	
              420101792400140

            


    

    


    
      	
              Signatures:

            
	
              Buyer:
      Xilingol League Tianhe Wind Energy Development Co., Ltd.
      (sealed)

            	
              Seller:
      Wuhan Guoce Nordic New Energy Co., Ltd. (sealed)

            
	
              Signatory:
      Huang Xiawei (signature)

            	
              Signatory:
      Qi Na (signature)

            
	
              Signing
      date: June 18, 2010

            	
              Signing
      date: June 18, 2010

            
	
              Authentication
      party: Inner Mongolia New Energy Development Co., Ltd. of GD
      Power

              Special
      seal for contract of Inner Mongolia New Energy Development Co., Ltd. of GD
      Power 1501050046384 (sealed)

            
	
              Signatory:
      Huang Xiawei