EX-4.5





EXHIBIT 4.5



[Letterhead of Canadian Solar Inc.]




Sales Contract




September 1st, 2008




Contract No.: CSI-IIG080715




entered by and between




Canadian Solar Inc.




675 Cochrane Drive

East Tower 6th Floor

Markham, Ontario L3R 0B8

Canada




(herein after referred to as the “VENDOR”)




and




ILIOTEC Solar GmbH




An der Irler Höhe 3a

93055 Regensburg




Tel: +49 941 29770-0




Fax:+49 941 29770-23100




(hereinafter referred to as the “PURCHASER”)






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Recitals



The VENDOR is registered under Federal Business Act of Canada and manufactures crystalline
photovoltaic panels at its wholly-owned manufacturing plants in P.R. China.



The PURCHASER is active in the photovoltaic market. Among other business activities, the PURCHASER
distributes solar modules and carries out various solar power plant projects in Germany and other
parts in Europe.



The PURCHASER has a need for certain Mono/Poly Crystalline PV Modules for the Purchaser’s
project(s) (hereinafter referred to as “module” or “modules”), and desires to procure said modules
from the VENDOR.



The VENDOR desires to deliver and sell said modules to the PURCHASER.



NOW, THEREFORE, the Parties agree as follows:





			
	I.	 	Type and Quantity of Modules, Prices, Delivery Time




Type and quantities of the modules which the PURCHASER needs, the applicable specification, the
prices, and the desired time of delivery which is set forth in EXHIBIT I to this Agreement.





			
	II.	 	Labelling




1.    The product labels and trade marks of each module shall state the manufacturers’ name, each
module’s serial number, indicate the nominal output as well as current and voltage characteristics
at standard test conditions (STC) of the type of module concerned and bear a clear warning against
hazardous behaviour. In addition, all existing certifications, incl., but not limited to IEC 61215,
Protection Class II and CE Mark, shall be printed on the label.




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2.    The PURCHASER shall not, without the prior written consent of the VENDOR, alter or make any
addition to the labelling or packaging of the products displaying the Trade Marks, and shall not
alter, deface or remove in any manner any reference to the Trade Marks, any reference to the VENDOR
or any other name attached or affixed to the products or their packaging or labelling.





			
	III.	 	Port of Shipment / Port of Destination




The port of shipment shall be Shanghai, P.R. China or any other Chinese ports determined by the
VENDOR from time to time.



The port of destination will be the major German port (Hamburg), or any other major European port
(e.g. Antwerp, Belgium). The PURCHASER shall timely notify the VENDOR of the port of destination
for every single shipment.





			
	IV.	 	Packing/ Shipping Mark




1.    The packing shalt be in accordance with the international packing standards (no wood package,
for example) and suitable for long distance ocean shipping freight transportation and shall be well
protected against moisture and shocks as well as disinfected. The well-packed PV-modules shall be
shipped in containers. The relevant service and operation instructions shall be enclosed.



2.    The VENDOR shall mark on each package with fadeless paint the package number, gross weight, net
weight, measurement of the package as well as of each single module, the serial number and wattage
of each single module in the package concerned, the name of the module type, the port of
destination and the wordings or imaged indications representing: “Keep Away from Moisture”, “Handle
with Care”... etc.





			
	V.	 	TITLE AND RISK OF LOSS/INSURANCE




1.    Risks of loss or damage, as well as any additional costs due to events occurring after the time
of delivery shall pass to the PURCHASER on delivery in accordance with C.I.F. Incoterms 2000:
However, title to the products per specified delivery shall pass to the PURCHASER only after
payment for those particular products has been received in full.




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2.    The VENDOR also has to procure marine insurance against the PURCHASER’s risk of loss of or
damage to the products during the carriage only on minimum insurance coverage in accordance with
C.I.F Incoterms 2000.



3.    The PURCHASER shall at its own cost maintain insurance coverage against all risks which would
normally be insured against by a prudent businessman in respect of products supplied to it
commencing from the time when the products surpass the rail of the carrying vessel and extending
until such time as title in the products passes to the PURCHASER in accordance with Par.1 above.



4.    In case, the PURCHASER chooses F.O.B. Incoterm 2000, he shall instruct the VENDOR at least two
(2) weeks prior to the shipment. He will then be entitled of a price reduction of EURO 0, 03/W/p to
compensate for the freight and insurance cost.





			
	VI.	 	Terms of Payment






The payment shall be made T/T payment 10 days prior to arrival at the port of destination against
the presentation of the shipping documents.



	 	1.	 	Currency Fluctuation: Furthermore all pricing shall be benchmarked against an agreed currency
exchange rate upon conclusion of the each individual Purchase Order. Should the exchange rate
between the Euro and US Dollar fluctuate above or below a pre-established and agreed-upon 3% of
established base (1 Euro=1.50USD), then the selling price shall be adjusted to reflect the
corresponding rate change. [NOT APPLICABLE]









	 	2.	 	Late Payment: Interest shall be chargeable on any amounts overdue at the rate of 0.06% per day
to run from the due date for payment until receipt by the VENDOR of the full amount whether or not
after judgment and without prejudice to any other right or remedy of
the VENDOR.







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	VII.	 	Documents




The VENDOR shall send the following documents immediately to the PURCHASER (in case of C.I.F.
Incoterm 2000), or the Assigned Logistic Partner (in case of F.O.B. Incoterm 2000):





	 	1.	 	Full set (including 3 originals) of shipped on board Bill of Ladings made out
to the Contract and blank endorsed and consigned to the PURCHASER, marked “Freight
Prepaid”.
	 
	 	2.	 	Signed Commercial Invoice in 3 originals indicating contract number issued by
the VENDOR. Packing list (including 3 originals) with indication of weights,
measurements and quantity issued by the VENDOR.
	 
	 	3.	 	Flash reports stating the module type, serial number, lsc, Voc, Imp, Vmp, Pmax,
and the date of testing by Fax or E-mail to PURCHASER






Within 5 working days after receiving the shipping documents from the VENDOR’s shipping
forwarder, the VENDOR has to fax or e-mail or courier one copy of the Bill of Lading and one
copy of the Commercial Invoice to the PURCHASER.




The number of the documents and their contents shall be complete and correct. If the
PURCHASER fails to pass the customs and to take over the products in time due to the VENDOR
not having provided the documents as specified above, all losses caused by the VENDOR’s
fault shall be borne by the VENDOR.




			
	VIII.	 	Shipments




C.I.F. German Hamburg port (Incoterms 2000) or any other major European port (e.g. Antwerp,
Belgium).



Unless otherwise agreed in writing between the Parties, Cost Insurance and Freight Incoterms 2000
shall apply to this Agreement. If there is any conflict between such Incoterms and the terms of
this Agreement then the terms of this Agreement shall prevail.




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The particulars of the shipment including the name of the vessel, date, quantity and value of
shipment are to be e-mailed or faxed to the PURCHASER within 2 working days after such information
received from the VENDOR’s shipping forwarder so that the PURCHASER can arrange for the Customs
Clearance.



Partial shipment shall be allowed, but only in full containers. Trans-shipment shall be not
allowed.





			
	IX.	 	Warranties




1.    The VENDOR guarantees that the products shall be made of qualified materials with first class
workmanship, that they shall be brand new and unused and that they shall comply in all respects
with the quality and specification stipulated in this Agreement including its attachments and that
they shall be in conformity with the relevant technical data.



2.    The VENDOR guarantees that the modules are manufactured according to IEC 61215, ed. 2, TÜV
Safety Class II, or IEC 61730 standards, and the CE Mark.



3.    Furthermore, the VENDOR shall issue a written warranty for his products with the following
content:





	 	(1)	 	A Product Quality Warranty stating that the products shall be free from defects
in material and workmanship for two years. lf, within 24 months counting from the date
of installation, damages or defects occur in the course of operation because of
inferior quality, bad workmanship or the use of inferior materials in the manufacturing
process, the VENDOR shall, upon notice by the PURCHASER with authentic and sufficient
evidence, immediately repair, replace, or make adjustments to the default products.
	 
	 	(2)	 	A Power Performance Warranty stating that the power degradation of the
products’ originally rated power as determined under Standard Test Conditions
(1000W/m2, 25°C cell temperature, AM=1.5) shall not be greater than 10% after 10 years
and 20% after 25 years.






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4.    This warranty shall lead to the consequence that:





	 	(1)	 	if, within 24 months counting from the date of installation, damages or defects
occur in the course of Operation because of inferior quality, bad workmanship or the
use of inferior materials in the manufacturing process, the VENDOR shall, upon notice
by the PURCHASER with authentic and sufficient evidence, immediately repair, replace
the defective products. Costs for transportation of the default and replacing modules
and installation costs shall be borne by the VENDOR.
	 
	 	(2)	 	if it is determined that under Standard Test Conditions (STC, 1000
W/m2, 25°C, AM=1.5) products supplied by the VENDOR to the PURCHASER do not
meet the warranted percentage of its specified power output during the warranty term,
the VENDOR shall execute the remedy as stipulated in its warranty statement.




5.    The warranties shall not cover damages, malfunctions or service failures caused by:





	 	-	 	Errors made during installation, operation or maintenance,
	 
	 	-	 	Abuse or misuse,
	 
	 	-	 	Power failure surges, lightning, fire or flood,
	 
	 	-	 	Actions of third parties and other events or accidents outside the reasonable
control and not arising under normal operating conditions.
	 
	 	 	 	Where inspection of the defective product indicates with sufficient evidence of
improper installation, operation or maintenance, the PURCHASER shall reimburse
VENDOR its costs for the replacement or repaired the product including costs of
examination.




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	X.	 	Effective Date, Duration, Termination




(1)    This Agreement shall come into effect after both parties have signed it (“Effective date”), and
shall initially remain in effect until Dec. 31st, 2009 (“Expiration Date”), unless the Parties
agree on an extension prior to the Expiration Date.



(2)    If the PURCHASER becomes insolvent or bankrupt or breaches a provision of this Agreement and
does not remedy such breach within thirty (30) calendar days of written notice by the VENDOR, the
VENDOR may terminate this Agreement in whole or in part effective thirty (30) calendar days after
said notice was given. If the VENDOR becomes bankrupt or insolvent or breaches a material provision
hereof and does not commence to remedy such breach within thirty (30) calendar days of being given
written notice by the PURCHASER, the PURCHASER may terminate this Agreement in whole or in part
effective thirty (30) calendar days after such notice was given.



(3)    In regard to any orders already been made by PURCHASER before the expiration or termination of
this Agreement, this Agreement shall fully remain in effect beyond the respective expiration or
termination date. The foregoing shall not apply, if the Agreement is terminated by VENDOR due to
PURCHASER’s bankruptcy or insolvency.





			
	XI.	 	Claims




1.    Within 30 days after the arrival of the products at final CIF Port destination should the
specification, quantity or appearance of the modules be found not to be in conformity with the
stipulations of this Agreement, except for those claims for which the insurance company or the
owners of the vessel are liable, the PURCHASER shall, based on the Inspection Certificate issued by
an office of the Authorised Administration of Import and Export Commodities Inspection of the
importing country, have the right to claim replacement with new products (in case of total
failure), or financial compensation limited to the cost of the products in question.




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The VENDOR, upon verification of the PURCHASER’s claim, shall be responsible for complete or
partial replacement of the commodity or shall devaluate the products according to the state of
defects.



2.    The VENDOR shall not be held responsible for the delay in shipment or non-delivery of
the products, or for failure to manufacture, deliver or perform due to the acts of the PURCHASER
including failure of the PURCHASER to supply to the VENDOR in a timely manner with all necessary
information, required sample parts or other specified items required by VENDOR to design,
manufacture and test the product. → TO BE DISCUSSED! [NOT APPLICABLE]





			
	XII.	 	Force Majeure




The VENDOR shall not be held responsible for the delay in shipment or non-delivery of the due to
Force Majeure, such as war, severe fire, flood, typhoon, earthquake,, labour strike or riots which
might occur during the process of manufacturing or in the course of transportation, loading or
transit, or such Force Majeure at any key suppliers of the VENDOR; The VENDOR shall inform the
PURCHASER immediately of the occurrence of an instant mentioned above and within ten days
thereafter, the VENDOR shall send by fax or e-mail or courier to the PURCHASER for their acceptance
a certificate of the accident issued by the relevant government authority where the incident
occurred as evidence thereof.



Under such circumstances, the VENDOR, however, shall still be under the obligation of taking all
necessary measures to hasten the delivery of the products.





			
	XIII.	 	Dispute Settlement/Arbitration Clause




1.    If a dispute of any kind whatsoever arises between the Parties in conjunction with this
Agreement, the Parties shall attempt to settle such dispute amicably. In any disputes of the
measured flash data, the parties agree to accept Freudhoefer Institute, Freiburg, Germany as
reference.




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2.    Provided the Parties are not able to agree upon an amicable settlement within a reasonable time
and no later than thirty (30) calendar days after initiation of settlement discussions, all
disputes arising out of or in conjunction with this Agreement, - and/or in conjunction with
subsequent agreements pursuant to Clause I, Paragraph (2) above [???] - including disputes over
their construction or validity, and regardless of their legal nature, shall be settled by an
arbitration court in accordance with the Arbitration Rules of Conciliation and Arbitration of the
ICC (International Chamber of Commerce) without recourse to the ordinary courts of law. Such
arbitration shall be final and binding.



3.    The place of arbitration shall be Frankfurt, Germany, or Toronto, Ontario, Canada. The Party
bringing the initial claim(s) in dispute shall have the right to choose between the aforementioned
places



4.    The language of the arbitration proceedings shall be English.



5.    Without detriment to the foregoing, the Parties shall not be precluded from initiating interim
measures via the ordinary courts of law.





			
	XIV.	 	Choice-of-Law Clause




This Agreement and all disputes arising out of, or in conjunction with this Agreement, - and/or in
conjunction with subsequent agreements pursuant to Clause I, Paragraph (2) above [???] - including
disputes over its validity and construction, shall be exclusively governed by the laws of Canada.
Conflict of laws rules shall not apply.





			
	XV.	 	Taxes and Duties




All taxes and duties in connection with the execution of this Agreement shall be paid as follows:





	 	1.	 	Levied by the Chinese government shall be borne by the VENDOR.
	 
	 	2.	 	Levied by the government of the importing country shall be borne by the
PURCHASER.









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	XVI.	 	Exclusivity /Non- Competition Clause/Confidentiality




1.    The VENDOR shall regard the PURCHASER as first priority client and guarantee the PURCHASER that
the VENDOR shall not sell to or compete against the PURCHASER for a list of clients presented by
the PURCHASER and attached hereto. This list and non compete agreement shall be for existing
bonafide current clients of the PURCHASER which are active and have purchased modules for projects
within the current and previous year. This shall exclude clients that may also be purchasing from
the VENDOR unknowingly to both PURCHASER and VENDOR and that are also current clients of the
VENDOR. This covenant not to compete shall remain in effect as long as this Agreement also remains
in effect.



2.    The Parties acknowledge and agree that during the term of this Agreement that they may gain
access to and become acquainted with information critical to the other Party’s business, such as
business and trade secrets and/or information, trade and business secrets pertaining to other
companies affiliated with that Party. The Parties agree that they shall not disclose any such
information, business or trade secrets, neither directly nor indirectly, to any other person or
legal entity. This covenant to keep confidential shall remain in force after termination of this
Agreement to the full extent permitted by applicable law.





			
	XVII.	 	CSI Standard Warranty Statement and Conditions of Sales




CSI standard warranty statement and conditions of sales should apply to any issues not specifically
covered by this agreement.





			
	XVIII.	 	Entire Agreement and Amendments




1    In respect of the Sales Master Contract and without consideration of the subsequent Purchase
Order or Conditions of Sale for each separate sale, this Agreement including EXHIBIT 1 shall
constitute the entire Agreement between the Parties with regard to its subject matter. This
Agreement shall supersede all other prior oral or written agreements between the Parties hereto.




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2    Any amendments to, or modifications of this Agreement shall become effective only when in writing
and signed by the Parties





			
	XVIIII.	 	Severability Clause




In the event any provision of this Agreement proves unenforceable or invalid for whatever reason,
the remaining provisions of this Agreement shall be unaffected by such holding, but remain in full
force and effect.



IN WITNESS THEREOF, this Agreement is made in English and signed by both Parties in two original
copies, each party holds one copy. This Agreement is effective from the date both Parties have
signed it.




	 	 	 	 	 
	/s/ Gregory Spanoudakis

	 	Regensburg
	 	October 2, 2008
	 
	 	 	 	 
	Location, Date, Stamp and
Signature of Canadian Solar
Inc.

	 
	 	 	 	 
	/s/ Bernhard Tschöpl

	 	 	 	 
	 
	 	 	 	 
	Location, Date, Stamp
and Signature
of ILIOTEC GmbH

	[Stamp of ILIOTEC Solar GmbH]









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Exhibit I




Commodity, Specification, and Delivery Schedule for the current Project:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	5A	 	 	6A	 	 	6P	 	 	6A eco	 
	Jan 09
	 	 	Q1	 	 	 	95	 	 	 	110	 	 	 	0	 	 	 	500	 
	Feb 09
	 	 	 	 	 	 	95	 	 	 	110	 	 	 	0	 	 	 	500	 
	Mrz 09
	 	 	 	 	 	 	95	 	 	 	110	 	 	 	100	 	 	 	500	 
	Apr 09
	 	 	Q2	 	 	 	190	 	 	 	220	 	 	 	200	 	 	 	700	 
	Mai 09
	 	 	 	 	 	 	190	 	 	 	220	 	 	 	200	 	 	 	700	 
	Jun 09
	 	 	 	 	 	 	190	 	 	 	220	 	 	 	200	 	 	 	700	 
	Jul 09
	 	 	Q3	 	 	 	285	 	 	 	220	 	 	 	300	 	 	 	700	 
	Aug 09
	 	 	 	 	 	 	285	 	 	 	220	 	 	 	300	 	 	 	700	 
	Sep 09
	 	 	 	 	 	 	285	 	 	 	220	 	 	 	300	 	 	 	700	 
	Okt 09
	 	 	Q4	 	 	 	190	 	 	 	220	 	 	 	300	 	 	 	700	 
	Nov 09
	 	 	 	 	 	 	95	 	 	 	110	 	 	 	100	 	 	 	600	 
	Dez 09
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Quantity
in kWp
	 	 	 	 	 	 	1995	 	 	 	1980	 	 	 	2000	 	 	 	7000	 






Price:
Euro [****]*/Wp *) CIF Port in Europe




Price: [****]* Euro w/p CIF. Port in Europe



*)    Prices are valid for shipments from December 1st , 2008 onwards. Shipments within the month of
December are invoiced at EURO [****]*/Wp. The thus over-paid balance will be re-imbursed over the
course of the shipments in January through March 2009 by accordingly lower purchasing prices and/or
credit notes.










 





 




			
	
    * 		
    This portion of the Sales Contract has been omitted and filed
separately with the Securities and Exchange Commission, pursuant to
Rule 24b-2.




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