exv10w2





Exhibit
10.2


CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a
request for confidential treatment and, where applicable, have been marked with an asterisk
(“[****]”) to denote where omissions have been made. The confidential material has been filed
separately with the Securities and Exchange Commission.




			
	 
	 	 
	
	 	






EXECUTION COPY




MASTER SUPPLY AGREEMENT




     This Master Supply Agreement (“Agreement”) is entered into as of this 18th day of
June, 2008, (“Effective Date”) by and between Evergreen Solar, Inc., having its principal
place of business at 138 Bartlett Street, Marlboro, MA 01752-3016 USA (“Evergreen”), and
Wagner & Co Solartechnik GmbH, having its principal place of business at Zimmermannstrasse 12,
35091 Coelbe, Germany (“Purchaser”).



     1. DEFINITIONS



          (a) “Affiliate” means any entity controlled by a party at the relevant time. For the
purposes of this definition, “control” means the beneficial ownership of more than fifty percent
(50%) of the voting rights of the respective entity. [****]




          (b) “Flash Test Data” means the flash test data specified by Evergreen in this
Agreement or relevant documentation provided by Evergreen, a sample of which is included in
Schedule 4.




          (c) “Purchase Order” means a purchase order for the purchase of Products properly
placed under this Agreement.




          (d) “Product” means any product set forth in Schedule 2 and any standard
product designed and marketed to the mainstream photovoltaic energy market (i.e., glass
laminate and aluminum framed panels producing DC current of a substantially similar size and
output to the Products in existence as of the Effective Date) that is hereafter manufactured by or
for the account of, or are distributed by, Evergreen or its Affiliate that is later substituted for
or to those Products listed on Schedule 2.




          (e) “Quarter” means calendar quarter (i.e., any of (i) January, February and March,
(ii) April, May and June, (iii) July, August and September, or (iv) October, November and
December).




          (f) “Specifications” means the technical specifications for a Product, as expressly
set forth in Schedule 2 for the respective Product identified therein, and as the same may
be changed from time to time in accordance with Section 7 below.



EvergreenSolar Confidential



 









 








          (g) “Termination Date” means the Termination Date as defined in Schedule 1
under the heading “Supply Period.”




          (h) “Territory” means the Territory specified in Schedule 1.




          (i) “User Documentation” means end user documentation for the Products provided by
Evergreen to Purchaser for distribution to end users with the Products.




     2. SCOPE



     This Agreement is intended by Evergreen and Purchaser to serve as the operating requirements,
terms and conditions regarding their respective business relationship. It is the intent of the
parties that this Agreement shall prevail over the terms and conditions of any Purchase Order,
acknowledgment form or other instrument even if such Purchase Order, acknowledgment form or other
instrument purports to supersede these terms and is accepted by Evergreen unless such Purchase
Order, acknowledgment form or other instrument expressly references this Section 2. Any other
additional or different terms in Purchase Orders, or other such documents of Purchaser in
connection with orders or acknowledgements are hereby deemed to be material alterations and notice
of objection to and rejection of them is hereby given.



     3. ANNUAL AND QUARTERLY COMMITMENTS



          (a) Annual Commitments. Evergreen agrees to sell to Purchaser, and Purchaser agrees to buy
Products, in each case, on an annual, firm commitment basis, the aggregate quantities for the
specified years set forth on Schedule 1 (for each applicable year, the “Annual
Commitment”). Nothing in Section 3(b) (Quarterly Commitments) or Section 3(c)(Product Type
Allocation) shall require Evergreen to sell to Purchaser more than, or allow Purchaser to purchase
or Evergreen to sell less than, the Annual Commitment.




          (b) Quarterly Commitments. No later than [****] of each calendar year, Purchaser shall
provide Evergreen with a binding forecast of the quantities of total Product and corresponding
quantities of each Product type that Purchaser wishes to purchase in each respective Quarter of
such upcoming year, which quarterly quantities of Product and Product type shall be within twenty
percent (20%) and thirty percent (30%) of the applicable Annual Commitment and shall, in the
aggregate, equal Purchaser’s applicable Annual Commitment. Notwithstanding Purchaser’s forecast,
Evergreen’s shall only be obligated to provide for
shipment (i) in each Quarter Products in quantities ranging from a minimum of twenty percent (20%)
and thirty percent (30%) of the applicable Annual Commitment and (ii) on an annual calendar year
basis, the applicable Annual Commitment; provided that in its binding forecast for the first
Quarter of any calendar year Purchaser may specify Products in quantities ranging from a minimum of
ten percent (10%) to a maximum of thirty percent (30%) of the applicable Annual Commitment.
Evergreen shall notify Purchaser no later than [****] of the applicable year if Evergreen does not
accept Purchaser’s forecast for the full amount specified by Purchaser for each applicable Quarter
in Purchaser’s forecast. [****]




          (c) Product Type Allocation. Purchaser acknowledges that certain elements of the Product
manufacturing process limit Evergreen’s ability to guarantee availability of volumes of different
Product types at different times as would be required to satisfy requests for



-2-









 






specific Product
types during each Quarterly and Annual Commitment period. In establishing the Quarterly
allocations for delivery pursuant to Section 3(b), Evergreen agrees to use reasonable efforts to
schedule Quarterly volumes that give effect to Purchaser’s forecasted quantities of Product type
for each applicable Quarter and for each applicable Annual Commitment. Although Evergreen reserves
the right in its reasonable discretion to adjust the allocations of Product types based upon actual
production levels of different Product types and Evergreen’s need to satisfy requests for
allocations of different Product types from its other customers, Evergreen agrees that it shall
allocate Products types to Purchaser or its Affiliates in a fair and equitable manner, and
Purchaser and its Affiliates will have no less than the pro rata access to different Product types
and power class as the average of Evergreen’s other customers that have rights to use or sell
Product in the Territory and have entered into multi-year product purchase agreements for at least
quarterly shipments.




          (d) Additional Orders. Orders for Products in excess of the applicable Annual Commitments may
be negotiated on a case by case basis; provided that, unless otherwise agreed, if Evergreen and
Purchaser agree to the terms of Purchase Orders for quantities of Products in excess of any Annual
Commitments, such excess amounts will not count towards satisfaction of Purchaser’s Annual
Commitment for any subsequent calendar year.




     4. PURCHASE ORDERS



          (a) In General. Purchaser shall place Purchase Orders for and buy Products in accordance with
the terms and conditions of this Agreement. Purchaser shall place Purchase Orders at least four
(4) months in advance of the respective requested shipment date.




          (b) Placement of Orders and Acceptance. Purchase Orders may be sent by telefax or other
electronic media approved by Evergreen and shall specify Product type, quantity, destination, and
requested shipment date. Purchaser’s Purchase Orders shall request a shipment date. Provided a
Purchase Order is for Products within the required commitments of this Agreement, including the
forecast amounts accepted by Evergreen pursuant to Section 3 (Annual And Quarterly Commitments) and
the timing requirements set forth in Section 4(a) (In General) , and does not conflict with the
terms and conditions of this Agreement, Evergreen shall acknowledge and accept such Purchase Order
by written notice or e-mail transmission delivered to Purchaser within [****] business days
following Evergreen’s receipt of such Purchase Order.
Evergreen’s acknowledgement shall provide expected shipment dates and quantities of each
Product type for the respective Purchase Order. Purchase Orders will be binding upon Evergreen
when accepted by Evergreen and confirmed by delivery of Evergreen’s order acknowledgment according
to this Section 4(b). Evergreen’s failure to accept or reject a Purchase Order within [****]
business days following Evergreen’s receipt shall be deemed to constitute Evergreen’s irrevocable
acceptance of such Purchase Order.




          (c) Shipment Date and Rescheduling. [****]; provided, however, that Purchaser shall not
violate the other requirements of this Agreement including Section 3 (Annual and Quarterly
Commitments). For the avoidance of doubt, Purchaser shall not reschedule Purchase Orders such that
Purchaser would request or accept shipment in the respective Quarter of less than the quantities
Purchaser is required to purchase in such Quarter under Section 3(b) (Quarterly Commitments) or
otherwise violate the terms of this Agreement.




-3-









 








          (d) Placement of Orders by Affiliates. Evergreen shall accept Purchase Orders meeting the
requirements of this Agreement from third parties that are Affiliates of Purchaser, provided that
Purchaser has confirmed in writing that such third parties are Affiliates. Such Purchase Orders
shall be deemed to have been made by Purchaser under this Agreement, and Evergreen shall have no
legal obligation to such Affiliates under this Agreement or under such Purchase Orders. Purchaser
shall be responsible for compliance with the terms and conditions of this Agreement, including
payment, with respect to any such Purchase Order placed by its Affiliates, and shall indemnify and
hold Evergreen harmless for (i) any claims against Evergreen by such Affiliates, except for claims
resulting solely from Evergreen’s willful or grossly negligent conduct outside the scope of this
Agreement, or (ii) arising from the activities of such Affiliates. Notwithstanding the foregoing,
in the event that Purchaser represents that an entity is an Affiliate of Purchaser from which
orders are to be accepted hereunder, Evergreen shall have the right to treat such orders as
Purchase Orders by an Affiliate of Purchaser under this Section 4(d) (Placement of Orders by
Affiliates) notwithstanding such entity’s failure to actually qualify as an Affiliate as defined
herein.




     5. PROVISION OF DATA



          (a) End User Statistics and Performance Data. Purchaser shall provide Evergreen Quarterly
reports detailing the location by country and channel in which the Products are sold and installed,
but only to the extent such information is known by Purchaser and easily transmittable to Evergreen
without undue expense to Purchaser. Subject to the foregoing provision, such reports shall be in a
format and include information reasonably requested by Evergreen including without limitation
location information to the postal code level of the respective sales and installations. In
addition, upon Evergreen’s reasonable request, Purchaser shall provide semi-annual performance
monitoring data for all Purchaser’s installations for which monitoring data is available and easily
transmittable to Evergreen without undue expense to Purchaser and provided that Purchaser has the
right to share such data. Purchaser will use reasonable commercial efforts to request the right to
share data with Evergreen and to the extent it cannot share data if the names of end users are
associated with the data Purchaser will share the data anonymously to the extent permitted by law.




          (b) Flash Test Data. Evergreen shall provide Purchaser with Flash Test Data for the Products
in each shipment at the time of shipment. The Flash Test Data so provided will be collected by
measurements taken using high quality procedures and equipment.




     6. SHIPMENT



          (a) Shipment. Except as otherwise may be agreed by Evergreen and Purchaser in writing,
Evergreen will deliver the Products [****] (Incoterms 2000) under accepted Purchase Orders at
Evergreen’s facility in Devens, Massachusetts USA or such other facility as Evergreen shall later
designate [****.] Evergreen will make available for shipment such Product [****] and Purchaser
will be responsible for all freight, handling, insurance, other transportation charges, and import
duties for such shipment; provided that if any duty is imposed on exports from the United States
that would apply to the Products, Evergreen shall pay such duties. Evergreen shall use
commercially reasonable efforts to make the Products available for shipment in accordance with the
estimated shipment date provided in Evergreen’s




-4-









 







acknowledgement for each applicable Purchase Order,
provided that when establishing such estimated shipment date Evergreen will use commercially
reasonable efforts to adhere to Purchaser’s requested shipment date.




          (b) Shipment Timing.




               (i) Evergreen shall use commercially reasonable efforts to make the Products available for
shipment in accordance with the estimated shipment date provided in Evergreen’s acknowledgement for
each applicable Purchase Order.




               (ii) [****]




               (iii) [****]




          (c) Packaging; Inspection Prior to Shipment. All Products shall be prepared for shipment in a
manner that follows commercially reasonable practices and is reasonably adequate to ensure safe
arrival. Prior to accepting the Products for shipment at the Evergreen’s facility, Purchaser or
its agent must report any visible damage to packaged Products. If no such visible damage or
packaging concerns are reported at such time, Purchaser shall be deemed to have accepted that the
Products were properly packaged for shipment in acceptable physical condition in compliance with
Evergreen’s packaging obligations. Acceptance or deemed acceptance of the Products as properly
packaged for shipment shall in no way reduce Purchaser’s right to inspect Products or properly
reject the Products pursuant to Section 14 (Product Quality Inspection) or limit any warranty
obligations pursuant to Section 13 (Warranty Services).




          (d) Title, Risk of Loss, Security Interest. Title to the Products passes to Purchaser when
the goods are placed in the custody and control of the common carrier at Evergreen’s facility, from
which point Purchaser is responsible for all risk of loss or damage.




          (e) Delays in Delivery. Evergreen shall announce definitive collection dates at its facility
for Purchase Orders to be picked up by the applicable common carrier on behalf of Purchaser. [****]




          (f) [****]




     7. PRODUCT CHANGES



     Evergreen shall have the right to make any changes to the Products that do not affect the
form, fit or function of the Products without notice. In the event that Evergreen knows of
proposed changes to the Specifications that will affect the appearance, performance, form, fit or
function of the Products, Evergreen will use commercially reasonable efforts to inform Purchaser at
least ninety (90) days in advance prior to implementing such changes. Evergreen shall not incur
any liability thereby or any obligation to provide such changes or improvements on Products
previously purchased or sold by Purchaser. If such changes cause Purchaser (or its Affiliates’) to
cancel or modify Purchase Orders because Purchaser’s (or Affiliates’) end users refuse to accept
the Products as modified, then Purchaser (or its Affiliates) will not incur any



-5-









 




liability as a result of such change or cancellation in any Purchase Order and the Quarterly requirements
represented by such changes or cancellations, as the case may be [****]




     8. PRICES AND PAYMENT



          (a) Product Prices. Prices for the Products shall be as set forth in Schedule 1.
Unless otherwise specified in Schedule 1, invoices for Products will be issued upon
shipment.




          (b) Taxes. Prices are exclusive of any tax, value-added tax, fee, duty or governmental
charge, however designated (except for taxes on Evergreen’s income). All such taxes or duties,
except for taxes or duties on Evergreen’s acquisition of raw materials or components of the
Products and import taxes or duties levied on the Products (except as provided in Section 6(a)
(Shipment)) or any Product component reaching Evergreen’s United States distribution points, shall
be paid by Purchaser and any such taxes or duties required to be paid or collected by Evergreen
shall be paid by Purchaser to Evergreen unless Purchaser provides Evergreen with a valid
certificate of exemption.




          (c) Payment. Terms of payment are net [****] days from the date of shipment. All payments
are non-refundable, except for error and except as provided in Section 13 (Warranty Services) and
shall be made in Euros by wire transfer. Evergreen reserves the right to withhold shipment or
request advance payment or letter of credit arrangements be made in the event Purchaser is
delinquent in making payments. Late payments shall bear interest at the rate of eighteen percent
(18%) per year from the date due, accruing daily, or the highest rate permitted by law, whichever
is less. Evergreen reserves the right to decline Purchase Orders not yet accepted if Purchaser is
not current with its payments, unless alternative arrangements have been agreed upon.




     9. TERRITORY



     Purchaser shall distribute the Products purchased from Evergreen hereunder solely for sale,
directly or indirectly, to end users in the Territory. Purchaser shall not market, sell, or
distribute the Products outside of the Territory or to customers or end users outside the
Territory, directly or indirectly, without the prior written approval of Evergreen.



     10. TERM AND TERMINATION



          (a) Term. This Agreement shall commence on the Effective Date and shall terminate on the
Termination Date. The term of this Agreement shall be extended for additional one (1) year terms
to the extent that the parties agree to minimum quantities and prices applicable to such years and
the parties execute a signed, written amendment of Schedule 1, which includes the
quantities and prices applicable to such extended term. A copy of any such amended schedule shall
be attached to this Agreement. The parties shall discuss whether such extensions are mutually
agreeable starting a year prior to the Termination Date.




          (b) Termination for Cause. Either party may immediately terminate this Agreement if the other
party fails to cure a material breach of the Agreement within: (i) fifteen (15) days after receipt
of written notice, in the case of non-payment, which shall be deemed a




-6-









 







material breach regardless
of the amount of such non-payment or (ii) sixty (60) days after receipt of written notice from the
party not in default, for other material breaches. In addition to the foregoing Purchaser may
terminate this Agreement by written notice to Evergreen pursuant to (and without any right of cure)
as specified Section 14 (a)(ii) and (iii) and Section 6 (b)(iii) as such termination rights are
specified in those sections.




          (c) Effect of Termination. Upon termination of this Agreement by Evergreen for cause under
Section 10(b) (Termination for Cause) above, Evergreen may, at its option, cancel all of
Purchaser’s unshipped Purchase Orders without further obligation. Similarly, upon termination of
this Agreement by Purchaser for cause under Section 10(b) (Termination for Cause) above, Purchaser
may, at its option, cancel all of Purchaser’s Purchase Orders without further obligation to the
extent such Purchase Orders have not yet been collected by common carrier engaged by Purchser and
transported from Evergreen’s facilty. Sections 1 (Definitions) 8 (Prices and Payment), 10(c)
(Effect of Termination), 10(d) (No Liability for Termination), 11 (Intellectual Property), 12
(Confidentiality), 13 (Warranty Services), 16 (Limitation of Liability) and 17 (General) shall
survive any termination of this Agreement. In addition, any right or legal obligation of a party
contained in any addendum or amendment to this Agreement, that by its express term or nature would
reasonably extend for a period beyond the term of the Agreement, shall also survive the termination
of the Agreement for such extended period.




          (d) No Liability for Termination. In the event of a permitted termination of this Agreement,
neither party shall be liable to the other, because of such termination, for compensation,
reimbursement or damages on account of the loss of prospective profits or anticipated sales or on
account of expenditures, inventory, investments, leases or commitments in connection with the
business or goodwill of Evergreen or Purchaser. Termination shall not, however, relieve either
party of obligations incurred prior to termination of this Agreement.




     11. INTELLECTUAL PROPERTY



          (a) Ownership by Evergreen. Evergreen shall retain all patents and other proprietary rights
embodied in the Products and User Documentation and all modifications and derivative works of any
of the foregoing that are owned or controlled by Evergreen. Purchaser hereby agrees to assign, and
does hereby assign, to Evergreen ownership of all intellectual
property rights in the Products and User Documentation to the extent that Purchaser may obtain
any rights therein or thereto; provided that such assignment shall not extend to any Improvement
(as defined below).




          (b) Improvements. Except as otherwise expressly agreed between the parties, if Purchaser
makes any Improvement (as defined below) to the Products or User Documentation or intellectual
property rights therein, whether or not patentable, Purchaser shall grant and does hereby grant to
Evergreen a perpetual, royalty-free, worldwide, non-exclusive license to make, have made, use,
sell, offer to sell, sublicense and otherwise exploit such Improvement. As used herein,
“Improvement” means any improvement, enhancement, modification, invention, trade secret,
feedback or suggestion that is (i) based on or derived from, or otherwise applicable to, all or any
part of the Products or User Documentation and (ii) made by or for the account of Purchaser or its
Affiliates.




-7-









 








          (c) User Documentation. Purchaser will not disclose or distribute any documentation provided
by Evergreen except User Documentation provided for that purpose. User Documentation may be
provided in hard copy form or on electronic media from which Purchaser may make additional copies
except as expressly prohibited by Evergreen in writing. Purchaser shall not modify the User
Documentation without the prior written consent of Evergreen. Upon receipt of reasonable evidence
that Purchaser is establishing itself as a supplier of Product to a particular market in the
Territory with a market size that equals or exceeds twenty (20) MW, Evergreen shall within a
reasonable period of time following such request provide Purchaser with a foreign language
translation of the User Documentation for the applicable jurisdiction.




          (d) Trademarks. The parties may use each other’s trademarks, trade names, logos or service
marks (collectively, “Trademarks”) in connection with such party’s promotion and
distribution of Products only after obtaining the prior written consent of the other party on a
case-by-case basis, in its sole discretion, provided that Purchaser may identify Evergreen as the
manufacturer and/or supplier of the Products, and Evergreen may identify Purchaser as a distributor
of the Products, as the case may be without the need for consent of the other party. Each party’s
use of the other’s Trademarks shall fully comply with all guidelines that may be provided by one
party to the other concerning the use of the Trademarks. All use of the Trademarks of one party by
the other shall inure solely to the benefit of the trademark holder, and neither party shall obtain
any rights with respect to any of the Trademarks of the other. Purchaser and its direct and
indirect customers shall retain the Trademarks as the Trademarks appear on the Products and User
Documentation.




          (e) Proprietary Notices. Purchaser shall not remove any copyright, patent, Trademark or other
proprietary notices, markings or legends from the Product or User Documentation and shall reproduce
all such notices, markings and legends on all copies of the Product and User Documentation
permitted under this Agreement.




          (f) No Implied Licenses. No licenses are granted either expressly or by implication, estoppel
or otherwise to Purchaser or Evergreen under this Agreement except as expressly set forth in this
Section 11 (Intellectual Property) and as implied by Evergreen’s right to use Purchaser data in
5(a) (Customer Statistics and Performance Data) and as implied by Purchaser’s and its Affiliates’
and their respective customers’ right to use Products supplied
hereunder. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO EVERGREEN OR PURCHASER, AS THE
CASE MAY BE, OR THEIR RESPECTIVE LICENSORS.




     12. CONFIDENTIALITY



          (a) Confidential Information. “Confidential Information” means information in any
form that may be disclosed by a party hereto (“Disclosing Party”) to the other party (“Receiving
Party”) provided that it shall be either (i) conspicuously marked “Confidential” or “Proprietary”
if disclosed to the Receiving Party in tangible form, or (ii) if disclosed orally, is reduced by
the Disclosing Party to a writing conspicuously marked “Confidential” or “Proprietary” and given to
the Receiving Party within thirty (30) days of such oral disclosure; provided, however, that
reports and/or information related to or regarding the Disclosing Party’s



-8-









 






business plans, business
methodologies, strategies, technology, specifications, development plans, customers, prospective
customers, billing records, and products or services will be deemed Confidential Information of the
Disclosing Party even if not so marked or identified unless such information is the subject of any
of the exclusions set forth in Section 12(b). Any confidential or proprietary information embodied
in the Products, and the copyrights in and to the User Documentation are proprietary to Evergreen
and, for that purpose, shall be deemed to be the Confidential Information of Evergreen, whether or
not marked as described above, subject, however, to any of the exclusions set forth in Section
12(b).




          (b) Exclusions. Notwithstanding the provisions of Section 12(a) (Confidential Information),
Confidential Information excludes information that the Receiving Party can demonstrate in writing:
(i) is or becomes part of the public domain through no fault or breach of the Receiving Party; (ii)
is rightfully known to the Receiving Party prior to receipt from the Disclosing Party, as shown by
Receiving Party’s written records; (iii) is subsequently rightfully obtained by the Receiving Party
from a third party that has the legal right to disclose such information to the Receiving Party; or
(iv) is independently developed by the Receiving Party without use of Disclosing Party’s
Confidential Information and without the involvement of Receiving Party’s employees who had access
to Disclosing Party’s Confidential Information. Receiving Party shall be permitted to disclose
Disclosing Party’s Confidential Information if such disclosure is required by law, provided that
the Receiving Party provides the Disclosing Party with prompt written notice of such requirement
prior to such disclosure; or is permitted by the express terms of this Agreement, or by implication
in the case of the User Documentation.




          (c) Use and Disclosure. Each party agrees that it (i) shall use such Confidential Information
of the other party only to the extent reasonably necessary to perform its obligations or exercise
its rights under this Agreement and (ii) shall not disclose, or permit to be disclosed such
Confidential Information, either directly or indirectly, to any third party except as permitted
under this Agreement or otherwise approved in writing by the other party. In protecting the
Confidential Information of the other party from unauthorized use and disclosure, each party agrees
to exercise the same care that it takes to protect its own Confidential Information, but not less
than reasonable care. Notwithstanding the foregoing, Purchaser may disclose the Product and User
Documentation to third parties in connection with the marketing and sale of the Products pursuant
to this Agreement.




          (d) Confidentiality of Agreement. The terms and conditions of this Agreement shall be treated
as Confidential Information and shall not be disclosed to any third party, except (i) with the
other party’s consent, which shall not be unreasonably withheld; (ii) as may be required by law or
regulation or in connection with public offerings or securities filings; (iii) in confidence, to
its legal counsel, accountants, investors and financial advisors; (iv) in confidence, in connection
with the enforcement of this Agreement or rights under this Agreement; and (v) in confidence, as
reasonably required in connection with a financing or merger or acquisition of all or substantially
all of the business or assets of Evergreen or Purchaser.




          (e) Publicity. The contents of any press release or publicity disclosing any aspect or the
existence of the business relationship contemplated by this Agreement shall be subject to mutual
agreement of the parties. Neither party shall issue any such press release or



-9-









 






publicity without
the prior written consent of the other party unless such disclosure is required by law.
Notwithstanding the foregoing, the parties shall discuss and cooperate to issue a mutually agreed
upon press release promptly upon execution of this Agreement.




     13. WARRANTY SERVICES



          (a) [****]




          (b) Limited Product Warranty.




               (i) All Products supplied under this Agreement are warranted to the end user per the
conditions of the standard Evergreen warranty statements provided with the Products, a
representative copy of which is attached hereto as Schedule 3. [****] customers within the
delivery chain shall be considered to be the end user under the Evergreen warranty statement
attached hereto as Schedule 3 [****].




               (ii) [****]




               (iii) Evergreen may modify such warranty from time to time in a manner that is consistent with
changes in industry norms in addition to providing differing warranties for different products and
markets. Evergreen agrees to process warranty claims forwarded to Evergreen from Purchaser in
accordance in accordance with Section 13(b) (Warranty Claims).




          (c) Warranty Claims. Purchaser and its service providers shall document and notify Evergreen
of claims, questions or concerns Purchaser receives under Evergreen’s warranty with respect to
Products sold to Purchaser hereunder. [****] Purchaser shall obtain information from the end user
as reasonably requested by Evergreen to enable the parties to determine whether the respective
claim arises under the Evergreen warranty or arises from materials or services not provided by
Evergreen. Evergreen shall be entitled to inspect the Products if it so elects, including on-site
inspection. [****] Products [****] will be collected by Purchaser and sent to a service facility
in Europe on a monthly basis. In the event of a claim by an end user under Evergreen’s warranty,
Evergreen’s satisfaction of the claim with respect to the end user shall be deemed to also satisfy
any related warranty claim with respect to Purchaser or its Affiliates. Upon Purchaser’s request,
Evergreen shall reasonably inform Purchaser as to Evergreen’s processing of respective warranty
claims forwarded to Evergreen from Purchaser.




          (d) Limitations. Notwithstanding anything to the contrary, the warranties provided by
Evergreen do not apply to any Product which has been (i) altered by anyone other than Evergreen or
personnel who are authorized by Evergreen to make repairs (it being agreed that Purchaser’s
technicians are authorized to make diagnose Product issues and replace Product) or (ii) used in
conjunction with any other product that the Product was not designed to be used with, if such use
results in the defect, (iii) damaged by improper environment, abuse, misuse, attempts to alter or
repair without Evergreen’s authorization, accident or negligence, or (iv) used in violation of this
Agreement, the User Documentation, or Evergreen’s other written instructions, if any, provided
prior to such use.




          (e) [****]




-10-









 








     THE FOREGOING REMEDIES PROVIDED BY EVERGREEN ARE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY
BREACH OF WARRANTY AND THE EXPRESS WARRANTIES PROVIDED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
NON-INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY, OR FITNESS FOR
A PARTICULAR PURPOSE. ANY PROTOTYPES OR PRE-RELEASE PRODUCTS THAT MAY BE FURNISHED BY SUPPLIER ARE
FURNISHED “AS IS” WITH NO WARRANTIES OF ANY KIND.



     14. PRODUCT QUALITY INSPECTION



          (a) Evergreen Inspection. Evergreen shall perform a quality inspection to identify obvious
defects in Products before making the Products available for shipment to Purchaser, including any
defects which would cause the Product not to conform to the specifications set forth in
Schedule 5. The program shall be implemented in Evergreen’s reasonable discretion to
address issues such as excessive amounts of foreign material in the laminate of the Products,
excessive amounts of cells with chips, visible cracks in cells of Products, excessive scratches on
the frame of panels and glass, broken leads, damaged insulation, damaged or broken junction-box or
improperly fastened frames. The foregoing inspection shall be in addition to and not in lieu of
the Purchaser’s right of inspection set forth in this Section 14.




          (b) [****]



          (b) [****]




          (c) [****]




          (d) Sole Remedy. Purchaser’s sole remedy for a breach of this Section 14 and Evergreen’s sole
liability shall be for Evergreen to repair or replace the nonconforming Products and such other
actions as are required as set forth in this Section.




     15. INDEMNIFICATION



          (a) Infringement Indemnification by Evergreen. Evergreen agrees to indemnify, defend at its
own expense, and to hold harmless Purchaser (and its Affiliates) from and against any action
brought against Purchaser (or its Affiliates) to the extent that it is based on a claim that
Evergreen’s Product directly infringes [****], and will pay any costs and damages finally awarded
against Purchaser in any such actions which are attributable to such claim.
Notwithstanding the foregoing, this Section 15(a) (Indemnification by Evergreen) shall not
apply to, and Evergreen shall have no liability for, any claim arising out of or relating to (i)
the combination of any Product with any equipment or device not furnished by Evergreen, unless the
Product was expressly intended or designed to be so combined, or (ii) use of an Improvement or
other items provided to or requested by Purchaser, or (iii) any modification of any Product by
anyone other than Evergreen or its authorized agents, or (iv) Purchaser’s failure to install or
have installed changes, revisions or updates as instructed and paid for by Evergreen, or (v)
Evergreen’s compliance with Purchaser’s or an end user’s specifications, designs or instructions,
or (vi) use of any Product in material violation of this Agreement, the User Documentation, or
Evergreen’s reasonable written instructions, if any, received by Purchaser or end user at or prior
to installation of the Product. Should any Product become, or in Evergreen’s opinion be likely



-11-









 






to
become, the subject of a claim of infringement, Purchaser shall permit Evergreen as Evergreen may
elect in its sole discretion and at Evergreen’s expense, to (A) procure for Purchaser the right to
continue using such Product, (B) replace or modify the Product so that it becomes non-infringing or
(C) refund to Purchaser the amount paid for any Products returned to Evergreen (with the cost of
return, including, any shipping or removal costs to be borne solely by Evergreen). Evergreen’s
sole liability and Purchaser’s sole remedy for infringement claims shall be to obtain indemnity
under the provisions of this Section 15(a) (Infringement Indemnification by Evergreen); provided,
however, in the event that Evergreen is unwilling or unable to procure for Purchaser the right to
continue using such Product, or to replace or modify the Product so that it becomes non-infringing,
the Quarterly commitments and Annuam Commitments for Product purchases shall be appropriately
adjusted.




          (b) Infringement Indemnification by Purchaser. Purchaser agrees to defend at its own expense,
and to hold harmless Evergreen from and against any action brought against Evergreen at its own
expense to the extent that it is based on a claim arising out of or relating to any of the
following actions or inactions which cause the a Product (alone or in combination with other items
as specified) to directly infringe any patent, copyright or trade secret: (i) the combination of
any Product by Purchaser or its Affiliates with any equipment or device not furnished by Evergreen,
unless the Product was expressly intended or designed to be so combined, (ii) use of an Improvement
or other items provided to or requested by Purchaser, (iii) any modification of any Product by
Purchaser or its Affiliates, (iv) Purchaser’s failure to install or have installed changes,
revisions or updates as instructed and paid for by Evergreen, (v) Evergreen’s compliance with
Purchaser’s or an end user’s specifications, designs or instructions, or (vi) use of any Product in
material violation of this Agreement, the User Documentation, or Evergreen’s reasonable written
instructions.




          (c)
Procedure. Each party’s (“Indemnifying Party’s”) indemnification
obligation is subject to the conditions that (i) the other party (“Indemnified Party”)
promptly notifies the Indemnifying Party in writing of any such claim, and provides the
Indemnifying Party with sole control of the defense of such claim and all negotiations for any
settlement or compromise, and (ii) the Indemnified Party provides all information and assistance
reasonably requested by the Indemnifying Party (but without cost or expense to the Indemnified
Party) for the defense and settlement of such claim.




     16. LIMITATION OF LIABILITY



          (a) EXCEPT WITH RESPECT TO A MATERIAL BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN
SECTION 12 (CONFIDENTIALITY), AND FURTHER EXCEPT FOR THE WILLFUL MISCONDUCT OR INTENTIONAL BREACHES
OF THIS AGREEMENT BY EVERGREEN IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING FROM
CONTRACT, TORT OR NEGLIGENCE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF GOODWILL, OR
SUBSTITUTE PROCUREMENT, OR FOR DAMAGES DUE TO DELAYS IN SHIPMENT, DELIVERY OR USE OF PRODUCTS
PURCHASED HEREUNDER, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.




-12-









 








          (b) EXCEPT FOR PURCHASER’S PAYMENT OBLIGATIONS OR A MATERIAL BREACH OF THE CONFIDENTIALITY
OBLIGATIONS SET FORTH IN SECTION 12 (CONFIDENTIALITY), THE TOTAL AGGREGATE LIABILITY OF EACH PARTY
ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING SECTIONS 13 (WARRANTY SERVICES) AND 15
(INDEMNIFICATION)) SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID BY PURCHASER TO EVERGREEN FOR THE
PRODUCTS OR SERVICES TO WHICH SUCH CLAIM RELATES; [****]




          (c) THESE LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY. THIS SECTION DOES NOT EXCLUDE LIABILITY FOR PERSONAL INJURY OR
DEATH TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.




     17. GENERAL



          (a) Relationship. The relationship of the parties is that of independent contractors. There
is no relationship of agency, partnership, joint venture, employment or franchise between the
parties, and neither party has the authority to bind or incur any obligation on the part of the
other.




          (b) Insurance. Evergreen shall maintain commercially reasonable insurance coverage for
product liability claims and the coverage shall name Purchaser as additional insured with respect
to the product liability claims arising out of the activities contemplated by this Agreement.




          (c) Governing Law; Dispute Resolution. This Agreement shall be governed by and construed
under the laws of the Commonwealth of Massachusetts without reference to conflict of laws
principles, and not by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
Except as otherwise specified in this Agreement or the Schedules hereto, or as may be agreed by the
parties, any dispute or claim arising out of or in connection with this Agreement or the
performance, breach or termination thereof shall be finally resolved by binding arbitration in
accordance with the then current rules of arbitration of the American
Arbitration Association (the “Rules”) by a single arbitrator selected in accordance with such
rules. Such arbitration shall be held in Boston, Massachusetts, and the proceedings and all
pleadings, filings, written evidence, decisions and other relevant documents shall be in English.
Any written evidence in a language other than English shall be submitted with an English
translation. Any final decision issued in the arbitration shall be binding and conclusive upon the
parties to this Agreement and may be entered as a final judgment by any court of competent
jurisdiction. Notwithstanding the foregoing, each party may apply to any court of competent
jurisdiction for a temporary restraining order, preliminary injunction, or other interim or
conservatory relief, as necessary, without breach of this Section and without any abridgment of the
powers of the arbitrator.




          (d) Export Laws. Any and all obligations of Evergreen to provide Products, documentation, or
other materials shall be subject in all respects to such United States laws and regulations as
shall from time to time govern the export and license of technology, intellectual



-13-









 






property, and products abroad. These laws and regulations include, among others, the Export Administration Act
of 1979, as amended, any successor legislation, and the Export Administration Regulations
(“EAR”) of the U.S. Department of Commerce’s Bureau of Industry and Security. Each party
warrants to the other that it will comply with the EAR and other applicable United States laws and
regulations governing “exports” (as the term is defined in the EAR and other applicable laws and
regulations).




          (e) Notices. All notices or communications of any kind made or required to be given pursuant
to this Agreement shall be in writing and delivered to the other party at the address first set
forth above, unless either party gives notice to the other party of a change of address.




          (f) Force Majeure.




               (i) Neither party is liable for its failure or delay to perform its obligations under the
Agreement so long as the delay is due to strikes, wars, failure of suppliers or manufacturers that
can not reasonably be avoided by the use of alternative suppliers or manufacturers and in the case
of Evergreen, does not arise due to its refusal or inability to pay its suppliers or manufacturers
the prevailing prices for materials or labor, revolutions, acts of terrorism, fires, floods,
explosions, earthquakes, shortages in labor, components or materials, government regulations, or
other causes beyond its reasonable control. for reasons other than the adverse financial condition
of Evergreen or Purchaser, as applicable.




               (ii) [****]




          (g) Assignment. Neither party may assign this Agreement without the prior written consent of
the other party, except that each party may assign this Agreement to a successor in connection with
the transfer of all or substantially all of the business or assets of such party that relate to
this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing
sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto, their
successors and assigns. Notwithstanding the foregoing, Evergreen may at any time and from time to
time pledge or grant a security interest in all or any portion of its rights, title and interest
under this Agreement as collateral security to secure obligations of
Evergreen; provided that no such pledge or grant of a security interest shall (a) release
Evergreen from any of its obligations hereunder or (b) substitute any such pledgee or grantee for
Evergreen as a party hereto with any rights or remedies hereunder.




          (h) Language. This Agreement is in the English language only, which language shall be
controlling in all respects, and all versions hereof in any other language shall not be binding on
the parties hereto. All communications and notices to be made or given pursuant to this Agreement
shall be in the English language.




          (i) Miscellaneous. This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior agreements relating thereto, written
or oral, between the parties. Amendments to this Agreement must be in writing, signed by the duly
authorized officers of the parties. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law the remaining provisions of this



-14-









 






Agreement shall
remain in full force and effect. No waiver or modification of this Agreement shall be valid unless
in writing signed by each party. The waiver of a breach of any term hereof shall in no way be
construed as a waiver of any other term or breach hereof. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which together shall
constitute one instrument.




[signature page follows]




-15-









 








     IN WITNESS WHEREOF, Evergreen and Purchaser acknowledge that they have read this Agreement,
including any Exhibits, understand them and agree to be bound by their terms and conditions
effective as of the Effective Date.



	 	 	 	 	 	 	 	 
	Evergreen Solar, Inc.

 	 	Wagner & Co Solartechnik GmbH

 	 
	By:  	/s/ Richard M. Feldt 	 	By:  	/s/ A. Wagner
 	 
	 	Name:  	Richard M. Feldt 	 	 	Name:  	Andreas Wagner 	 
	 	Title:  	CEO 	 	 	Title:  	CEO 	 
	 
	Date:  	June 18, 2008 	 	Date:  	18-06-08 	 
	 




	 	 	 	 	 
	Wagner & Co Solartechnik GmbH

 	 	 
	By:  	/s/ Christof Biba
 	 	 
	 	Name:  	CHRISTOF BIBA 	 	 
	 	Title:  	General Manager Sales & Marketing 	 	 
	 
	Date:  	18-6-2008	 	 
	 



ATTACHMENTS:




Schedule 1 — Additional Terms

Schedule 2 — Products

Schedule 3 — Warranty

Schedule 4 — Flash Test Data Sample

Schedule 5 — Grade A Product Classification Criteria




-16-









 





Schedule 1




Additional Terms




Territory:





     The Territory shall encompass [****]



Product Applications:




     Purchaser’s distribution of the Products is limited to [****]



Supply Period:




     The supply period shall continue through December 31, 2012 (“Termination Date”).



Annual Commitment Quantities:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delivery Period	 	2008	 	2009	 	2010	 	2011	 	2012
	Firm Quantity (MWp)
	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 






     “Wp” means the specified Watts peak output power of the respective Products. Where used to
specify quantity of Products, Wp is the Wp of a unit of the respective Product times the number of
units of such Product.



     “MWp” means MegaWp, which is 106 Wp.



Prices:




     Pricing is in Euros €/Wp. The pricing applicable to all Products until the Termination Date
shall be as set forth in the following table.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shipping Period	 	2008	 	2009	 	2010 through 2012
	Product
	 	€	[****]	 	 	€	[****]	 	 	 	[****]	 






Schedule 1, Page 1




 









 








     The Products are specified in Schedule 2. All Products sold pursuant to the Agreement
shall be Products that satisfy the classification criteria for Grade A Panels set forth in
Schedule 5.



     [****]



Schedule 1, Page 2




 









 








Schedule 2




Products




ES-A Series — PV Panel Description/Specifications:




Configuration: 6 x 19 standard Evergreen cell configurations; planned 190 Wp to 220
Wp class panel.



Panel Rated Minimum Power and Tolerance: Product power tolerance specification for
ES-A Series or equivalent Products will be -0% to +4.99Wp.



Safety and quality certifications: Product electrical characteristics are based on
the results of production line test performed at the MC connectors in accordance with
IEC 904-1 at Standard Test Conditions (1000 W/m2 with IEC904-3 reference solar spectral
irradiance distribution, AM1.5 and 25C). Evidence of certification per IEC 61730, UL
or ETL of the foregoing shall be provided to Purchaser prior to its issuance of the
first Purchase Order.



Cables, Frame Grounding, Glass: Cables will be standard MC or accepted equivalent,
and frame grounding holes will be located on the side of the panel frame. Glass will
be non-glare, rolled type.



Spruce Series — PV Panel Description/Specifications:





	 	•	 	Configuration: 6 x 18 standard Evergreen cell configuration; currently
180 Wp to 195 Wp class panel.
	 
	 	•	 	Panel Rated Minimum Power and Tolerance: Product power tolerance
specification for Spruce Series or equivalent Products will be -2 to +4% of nominal
power for 180Wp and 190Wp panels, and -0% to +2.5% for 195Wp panels.
	 
	 	•	 	Safety and quality certifications: Product electrical characteristics
are based on the results of production line test performed at the MC connectors in
accordance with IEC 904-1 at Standard Test Conditions (1000 W/m2 with IEC904-3
reference solar spectral irradiance distribution, AM1.5 and 25C). Evidence of
certification per IEC 61730, UL or ETL of the foregoing shall be provided to Purchaser
prior to its issuance of the first Purchase Order.
	 
	 	•	 	Cables, Frame Grounding, Glass: Cables will be standard MC or accepted
equivalent, and frame grounding holes will be located on the side of the panel frame.
Glass will be non-glare, rolled type.






 











 





Schedule 3



Warranty







SPRUCE
LINETM photovoltaic modules



Limited
Warranty



Limited Warranty: Materials or Workmanship



Evergreen Solar warrants the modules to be free from defects in materials or workman-ship under
normal application, installation, use, and service conditions. If the
product fails to conform to
this warranty, then, for a period ending sixty (60) months from date of sale to the original
consumer purchaser, Evergreen Solar will, at its option, either repair or replace the product or
refund the purchase price. The repair, replacement, or refund remedy shall be the sole and
exclusive remedy provided under this warranty.



Limited
Warranty: Power Output



Evergreen Solar warrants for a period of ten (10) years from the date of sale to the original
consumer purchaser that the power rating at Standard Test Conditions will remain at 90% or greater
of Evergreen Solar’s Minimum Specified Power Rating. Evergreen Solar further warrants for a period
of twenty-five (25) years from the date of sale to the original consumer purchaser that the power
rating at Standard Test Conditions will remain at 80% or greater of Evergreen Solar’s Minimum
Specified Power Rating.



Evergreen Solar will, at its option, repair or replace the product, refund the purchase price, or
provide the purchaser with additional modules to make up lost power, provided that such degradation
is determined to be due to defects in materials or workmanship under normal installation,
application, and use. The relevant Minimum Specified Power Rating is defined in Evergreen Solar’s
product data sheet at the time of shipment. Standard Test Conditions are irradiance of 1000
W/m2,
25° C cell temperature, and AM 1.5 light spectrum.




Limitations
and Conditions



The remedy set forth in these limited warranties shall be the sole and exclusive remedy provided
under the extended term warranty, unless otherwise agreed by Evergreen Solar in writing. In
Germany, these limited warranties are neither a “guarantee of the quality” of the module pursuant
to §443 BGB (German CiviI Code) nor are they an “acceptance of a guarantee” pursuant to §276 BGB.



The limited warranties set forth herein do not apply to any module which in Evergreen Solar’s sole
judgment has been subjected to misuse, neglect, or accident has been damaged through abuse,
alteration, improper installation or application, or negligence in use, storage, transportation, or
handling; or has in anyway been tampered with or repaired by anyone other than Evergreen Solar or
its agent.



The limited warranties do not cover costs associated with module installation, removal, testing,
packaging, transportation, or reinstallation; other costs associated with obtaining warranty
service; or costs, lost revenues, or lost profits associated with the performance or nonperformance
of defective modules.



Any modules repaired or replaced by Evergreen Solar under a warranty claim shall be covered by the
same warranties and original term as the first product purchased under said claim. The term shall
not be prolonged or reset from the date of sale to the original consumer purchaser. Any replaced
parts or products become the property of Evergreen Solar.



These limited warranties apply only to the first end-user purchaser of the modules or to any
subsequent owners of the original building or site where the modules
were first installed. The limited warranties set forth herein are expressly in lieu of
and exclude all other express or implied warranties, including but not limited to warranties of
merchantability and of fitness for particular purpose, use, or application and all other
obligations or liabilities on the part of Evergreen Solar, unless such other warranties,
obligations, or liabilities are expressly agreed to in writing signed and approved by Evergreen
Solar.



Evergreen
Solar shall have no responsibility or liability whatsoever for damage or injury to
persons or property, or for other loss or injury resulting from any cause whatsoever arising out
of or related to the product, including, without limitation, any defects in the module, or from
use or installation. Under no circumstances shall Evergreen Solar be liable for incidental,
consequential, or special damages, howsoever caused.



Evergreen Solar’s aggregate liability, if any, in damages or otherwise, shall not exceed the
payment, if any, received by seller for the unit of product or service furnished or to be
furnished, as the case may be, which is the subject of claim or dispute. Some Jurisdictions do not
allow limitations on implied warranties or the exclusion or limitation of damages, so the above
limitations or exclusions may not apply to you.



If a part,
provision, or clause of terms and conditions of sale, or the application thereof to any
person or circumstance is held invalid, void, or unenforceable, such holding shall not affect and
leave all other parts, provisions, clauses, or applications of terms and conditions remaining, and
to this end the terms and conditions shall be treated as severable.



This warranty gives you specific legal rights; and you may also have other rights that vary from
state to state and country to country. Neither party shall be in any way responsible or liable to
the other party, or to any third party, arising out of nonperformance or delay in performance of
the terms and conditions of sale due to acts of God, war, riot,, strikes, unavailability of
suitable and sufficient labor, and any unforeseen event beyond its control, including, without
limitations, any technological or physical event or condition which is not reasonably known or
understood at the time of sale.



Any claim or dispute regarding these warranties shall be governed by and construed in accordance
with the laws of the State of New York (US).




Obtaining
Warranty Performance



If you feel you have a claim covered by warranty, you must promptly notify the dealer who sold you
the module of the claim. The dealer will give advice handling the claim. If further assistance is
required, write Evergreen Solar for instructions.



The
customer must submit a written claim, including adequate documentation of module purchase,
serial number, and product failure. Evergreen Solar will determine in its sole judgment the
adequacy of such claim. Evergreen Solar may require that product subject to a claim be returned to
the factory, at the customer’s expense. If product is determined to be defective and is replaced
but is not returned to Evergreen Solar, then the customer must submit adequate evidence that such
product has been destroyed or recycled.



Note:
This document may be provided in multiple languages. If there is a conflict among versions,
the English language version dominates.




	 	 	 	 	 
	
	 	Worldwide Headquarters
	 	Customer Service —
Americas and Asia
	 	Evergreen Solar Inc.
	 	Evergreen Solar Inc.
	 	138 Bartlett Street
	 	138 Bartlett Street
	 	Marlboro, MA01752 USA
	 	Marlboro, MA 01752 USA
	 
	 	T: +1 508.357.2221 | F: +1 508.229.0747
	 	T: +1 508.357.2221 | F:
+1 508.229.0747
	www.evergreensolar.com
	 	info@evergreensolar.com
	 	sales@evergreensolar.com





			
	 	 	 
	Valid from
1st
April 2007 / W_US_010407
	 	© 2007 Evergreen Solar, Inc.







 









 





Schedule 4




Flash Test Data Sample




	 	 	 
	 
	 	 
	

	 	Panel Test Data Report for Pallet:
xxx-yyyyyy





This is the STC electrical flash test data for the PV panels listed below as measured by Evergreen
Solar at the time of manufacture.



In order to provide you with the most accurate and the best benchmarked data available, Evergreen
Solar’s flash testing uses the latest state of the art technology from the world’s leaders in flash test equipment.



This test data is provided to customers for informational purposes only.



The electrical specifications that are valid for warranty purposes are defined in the Installation
Guide supplied with this product.



Evergreen Solar provides no guarantees that the listed PV panels will deliver the exact same
results when tested by a third party.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item #	 	Serial #	 	Pallet ID	 	Product ID	 	Date Tested	 	Isc (A)	 	Imp (A)	 	Voc (V)	 	Vmp (V)	 	Pmax (W)
	 
	1

	 	 	4901200702190000214	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 10:53
	 	 	7.9	 	 	 	7.1	 	 	 	32.2	 	 	 	25.3	 	 	 	178.3	 
	2

	 	 	4901200702190000247	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 11:44
	 	 	7.9	 	 	 	7.2	 	 	 	32.2	 	 	 	25.7	 	 	 	184.1	 
	3

	 	 	4901200702190000244	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 11:40
	 	 	7.7	 	 	 	7.1	 	 	 	32.3	 	 	 	25.8	 	 	 	183.1	 
	4

	 	 	4901200702190000195	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:05
	 	 	7.8	 	 	 	7.1	 	 	 	32.4	 	 	 	25.9	 	 	 	185.3	 
	5

	 	 	4901200702160000375	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:15
	 	 	7.8	 	 	 	7.2	 	 	 	32.2	 	 	 	25.6	 	 	 	183.8	 
	6

	 	 	4901200702190000252	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:02
	 	 	8.0	 	 	 	7.2	 	 	 	32.5	 	 	 	26.0	 	 	 	185 8	 
	7

	 	 	4901200702160000376	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:14
	 	 	7.8	 	 	 	7.1	 	 	 	32.3	 	 	 	25.8	 	 	 	182.4	 
	8

	 	 	4901200702190000255	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:13
	 	 	7.9	 	 	 	7.1	 	 	 	32.2	 	 	 	25.5	 	 	 	181.4	 
	9

	 	 	4901200702190000258	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:19
	 	 	7.9	 	 	 	7.1	 	 	 	32.4	 	 	 	26.0	 	 	 	183.9	 
	10

	 	 	4901200702190000250	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:00
	 	 	7.9	 	 	 	7.1	 	 	 	32.4	 	 	 	26.0	 	 	 	184.1	 
	11

	 	 	4901200702190000194	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:06
	 	 	7.9	 	 	 	7.2	 	 	 	32.4	 	 	 	25.8	 	 	 	186.1	 
	12

	 	 	4901200702190000260	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:23
	 	 	7.8	 	 	 	7.1	 	 	 	32.2	 	 	 	25.5	 	 	 	181.0	 
	13

	 	 	4901200702190000261	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:24
	 	 	8.0	 	 	 	7.2	 	 	 	32.5	 	 	 	26.0	 	 	 	186.1	 
	14

	 	 	4901200702190000262	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:25
	 	 	8.0	 	 	 	7.1	 	 	 	32.0	 	 	 	25.5	 	 	 	181.5	 
	15

	 	 	4901200702190000254	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:12
	 	 	7.9	 	 	 	7.1	 	 	 	32.3	 	 	 	25.3	 	 	 	180.2	 
	16

	 	 	4901200702190000264	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:27
	 	 	7.8	 	 	 	7.1	 	 	 	32.2	 	 	 	25.3	 	 	 	181.1	 
	17

	 	 	4901200702190000249	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 11:47
	 	 	8.1	 	 	 	7.1	 	 	 	32.3	 	 	 	25.8	 	 	 	184.0	 
	18

	 	 	4901200702190000232	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 11:20
	 	 	8.0	 	 	 	6.8	 	 	 	32.3	 	 	 	26 0	 	 	 	178.0	 
	19

	 	 	4901200702190000263	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:36
	 	 	8.0	 	 	 	7.1	 	 	 	32.5	 	 	 	26.1	 	 	 	185.8	 
	20

	 	 	4901200702190000205	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 11:53
	 	 	8.0	 	 	 	7.2	 	 	 	32.4	 	 	 	25.4	 	 	 	183.1	 
	21

	 	 	4901200702190000236	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 11:24
	 	 	7.9	 	 	 	7.1	 	 	 	32.0	 	 	 	25.4	 	 	 	179.5	 
	22

	 	 	4901200702190000274	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:51
	 	 	7.9	 	 	 	7.0	 	 	 	32.3	 	 	 	26.3	 	 	 	183.9	 
	23

	 	 	4901200702190000277	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:55
	 	 	7.8	 	 	 	7.1	 	 	 	32.2	 	 	 	25.4	 	 	 	180.6	 
	24

	 	 	4901200702190000283	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 13:03
	 	 	8.0	 	 	 	7.2	 	 	 	32.4	 	 	 	25.8	 	 	 	184.9	 
	25

	 	 	4901200702190000267	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 12:34
	 	 	7.9	 	 	 	7.1	 	 	 	32.1	 	 	 	25.8	 	 	 	182.9	 
	26

	 	 	4901200702190000286	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 13:07
	 	 	8.1	 	 	 	7.2	 	 	 	32.0	 	 	 	25.1	 	 	 	179.6	 
	27

	 	 	4901200702190000285	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 13:05
	 	 	7.7	 	 	 	7.1	 	 	 	32.0	 	 	 	25.7	 	 	 	182.9	 
	28

	 	 	4901200702190000306	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 13:52
	 	 	8.1	 	 	 	7.1	 	 	 	32.1	 	 	 	25.5	 	 	 	181.1	 
	29

	 	 	4901200702190000305	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 13:46
	 	 	7.9	 	 	 	7.2	 	 	 	32.3	 	 	 	25.8	 	 	 	185.3	 
	30

	 	 	4901200702190000297	 	 	xxx-yyyyyy
	 	ES-180-RL-K
	 	19-Feb-2007 13:39
	 	 	7.9	 	 	 	7.1	 	 	 	32.0	 	 	 	25.5	 	 	 	181.3	 








 











 





	 	 	 
	

	 	ES-Series Panels — Classification Criteria
	Internal Code: Q QM SP 002/04
	 
	Creation Date: June 7, 2007
	 
	Edition: 4
	 	 






	 	 	 
	Inspection Parameter	 	 
	Panel Rear Side	 	A Grade Panels
	Frame Corners

	 	No tape gasket material to extend beyond the corner joints.
	 

	 	Frame corners square with maximum 1 mm gap permitted.
	 

	 	No sharp edges permitted at the corners.
	 

	 	Front corners of panel to be flush with a level tolerance of +/-1 mm.
	 

	 	No corner key material protruding into any gap between frame parts.
	 
	 	 
	Frame Corner Crimp

	 	4 crimp indentations for each inside frame part.
	 

	 	Crimp indentations must not deform inside frame profile (for glass).
	 

	 	Crimps to be centered about the corner joint.
	 
	 	 
	Frame Material

	 	No scratches, dents, bends, discoloration, or stains visible with the human eye from a distance
of 4.5 meters.
	 

	 	Uniform surface condition and color.
	 

	 	No sharp edges.
	 
	 	 
	Frame Gasket

	 	Total 4 cm gap in gasket tape allowed between frame and backskin.
	 
	 	 
	Junction Box Assembly

	 	Junction box is placed correctly according to assembly drawings (including tolernances).
	 

	 	Junction box wall is not damaged or broken.
	 

	 	Cables are not damaged.
	 

	 	Female connector is attached to the left cable, male connector to the right cable (as viewed
from the rear).
	 

	 	Sealant around the junction box perimeter must be applied in a uniform bead, 5-7 mm in
diameter, with no breaks.
	 

	 	No lifting of the junction box away from the sealant.
	 
	 	 
	External Labels

	 	Correct labels attached according to assembly drawings.
	 
	 	 
	Backskin

	 	Smooth, clean surface with no holes, scratches, creases or cuts.
	 

	 	Up to 5 small blisters or bubbles allowed, but each individual blister or bubble must be no
greater than 6mm in diameter.
	 

	 	Solder ball impressions as long as the backskin is not breached (pierced).
	 
	 	 
	Panel Front Side
	 	 
	 
	 	 
	Glass

	 	Clean surface, no physical scratches or damage, no finger print or suction cup marks. No frame
gasket visible.
	 

	 	Non-penetrating surface blemishs visible with the human eye from a distance of 4.5 m allowed.
	 

	 	Textured surface must face inward (opposite surface to outward facing anti-reflective surface).
	 
	 	 
	Encapsulant

	 	No bubbles permitted.
	 
	 	 
	Cell Layout

	 	Frame edge to cells (long-sides) > 2.5 mm
	 

	 	Frame edge to cross-ties (short-sides) > 2.5 mm






 









 




 
	 	 	 
	

	 	ES-Series Panels — Classification Criteria
	Internal Code: Q QM SP 002/04
	 
	Creation Date: June 7, 2007
	 
	Edition: 4
	 	 





	 	 	 
	Inspection Parameter	 	 
	Panel Rear Side	 	A Grade Panels
	 

	 	Cross-ties and cells must not touch; cells must not touch each other.
	 

	 	No misaligned tabbing such that cells touch each other.
	 

	 	No twisted tabbing between cells and cross-ties.
	 
	 	 
	Cell Appearance

	 	Gaps in the anti-reflective coating less than the hole gauge of 3.2 mm permitted.
	 

	 	No more than 3 visible solder balls allowed per panel.
	 

	 	Bare silicon must not visible across the total width of cell .
	 

	 	Blue, purple, yellow color variations around edge of cells allowed (prior to lamination).
	 

	 	Yellow areas within the cell allowed (prior to lamination).
	 

	 	Distinct color variations within the cell allowed to a maximum diameter of 3.2 mm.
	 

	 	No popping / hazing visible from arms length.
	 

	 	No foreign material deposited on the front-side except for dots of metallization material less
than 1.50 mm in diameter. Total number of dots not to exceed 10 per cell.
	 
	 	 
	Cell Metallization

	 	Breaks in metallization finger pattern permitted up to 2 breaks of maximum 6.4 mm each and a
maximum of 6 such cells per panel.
	 

	 	All metallization fingers and bus-bars must be present on the front surface.
	 

	 	No breaks in bus-bars allowed.
	 

	 	Finger and bus-bar metallization pattern can be skewed relative to the cell sides as long as
alignment of cells in a string is not affected.
	 

	 	Metallization fingers must be straight, small waves allowed with a maximum disturbance length
of 3.0 mm.
	 

	 	Wider than standard metallization fingers allowed if: a) less than twice the standard finger
width and b) visible disturbance pattern generated less than entire height or width of cell.
	 
	 

	 	Narrower than standard width fingers allowed.
	 
	 	 
	Cell Cracks and Edge Chips

	 	No cells visibly separated into two or more parts with cracks.
	 

	 	Cell edges must not be broken more than 1.6 mm into the cell on the short-side and 1.3 mm on
the long-side.
	 

	 	Cell edges must not be broken by more than 19.0 mm in length on the short-side and 12.7 mm on
the long-side.
	 

	 	Multiple chips are accepted if the distance between the chips exceed 19.0 mm and above criteria
are not exceeded.
	 
	 	 
	Inter-Connect Wires

	 	Interconnect wire to be soldered to the bus-bar except for a length not to exceed 24 mm.
	 

	 	Interconnect wire should cover at least 75% on the total bus-bar area.
	Both Sides of Panel
	 	 
	 
	 	 
	Appearance

	 	No embedded foreign particles visible with the human eye from a distance of from 4.5 m.
	 

	 	No embedded foreign metals allowed. Approved wire metal must be in designated locations as per
assembly drawings.