EX-10.3



 





Exhibit 10.3





[CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTIONS HAVE BEEN REDACTED

AND FILED SEPARATELY WITH THE COMMISSION]



[ENGLISH TRANSLATION]




      FRAMEWORK AGREEMENT ON THE SALE AND PURCHASE OF SOLAR MODULES
entered into by and between


First Solar GmbH, Rheinstraße 4N, D-55116 Mainz, Germany (hereinafter referred to as “FS”)
represented by the managing director with single signature authority, Mr. Stephan Hansen,



and



Gehrlicher Umweltschonende Energiesysteme GmbH, Feldkirchener Str. 2, D-85540 Haar (hereinafter
referred to as “Buyer”) represented by the managing director with single signature authority Mr.
Klaus Gehrlicher.



FS and Buyer are each a “Party” and collectively the “Parties”.





	1.	 	Recitals




FS and Buyer enter into this framework agreement (hereinafter referred to as the “Agreement”) on
the sale and purchase of photovoltaic modules (hereinafter referred to as “Modules”).





	2.	 	Volume of Purchase and Specifications
	 
	2.1	 	Pursuant to the Price/Volume Table (as defined in Section 3.1), the Buyer hereby
purchases from FS Modules and shall be obligated to accept the delivery of such Modules as
agreed. Pursuant to the Price/Volume Table, FS hereby sells to Buyer such Modules and shall
be obligated to deliver them as agreed.
	 
	2.2	 	The Modules sold and purchased pursuant to Section 2.1 above shall have the
specifications set out in the Module Product Specification (Appendix A). Modules shall be
installed in a manner consistent with the System Design and Application Document (Appendix
B). The Buyer shall apply Modules only in systems that are mutually approved and
documented, such documentation being signed by the Parties using a System Design and
Application Document (Appendix B).
	 
	 	 	A System Design and Application Document (Appendix B) mutually approved and
documented by the Parties prior to the entering into of the Agreement shall be
deemed a valid System Design and Application Document (Appendix B) for the purposes
of the Agreement. Notwithstanding the provisions of this Section, any use of the
Modules in a system that is not mutually approved by the Parties in the System
Design and Application Document (Appendix B) requires FS’ prior written approval,
which shall not be unreasonably withheld. If no response is provided by FS within 15
days of a written request for approval by Buyer, submitted together with the
documentation required for a new System Design and Application Document, such new
System Design and Application Document is deemed to be mutually accepted.
	 
	2.3	 	Additional Module product types or changes to the specifications of Modules as set forth
in the Module Product Specification (Appendix A) above may be made by FS to the extent that
such changes or additions do not reduce the performance of the System or conflict with the
application and use of the Modules as documented in the approved System Design and




 









 






	 	 	Application Document (Appendix B). FS will provide 90 days written notice prior to
delivering such Modules for carriage as described in Section 4.
	 
	3.	 	Delivery Dates, Volumes and Prices
	 
	3.1	 	The Modules sold and purchased pursuant to Section 2.1 above shall be delivered in
installments in total annual numbers as identified in the Appendix C Table C1 for each
calendar year and the installments shall be delivered during each year in accordance with
the procedure further specified in Sections 3.2 and 3.3. Each installment shall be delivered
according to Section 4.1. All prices are exclusive of VAT. At any time before December 31,
2006, FS may, upon written notice to Buyer, replace Appendix C Table C1 with Table C2. The
applicable Table C1 or C2 is referred to in this Agreement as the Price/Volume Table.
	 
	3.2	 	The Price/Volume Table sets out the following annual KWp volumes for the sale and
purchase of Modules: (i) binding minimum KWp volumes FS is committed to deliver; (ii) the
target KWp volumes the Buyer is committed to accept and (iii) additional KWp volumes Buyer
is committed to accept, provided that FS has notified Buyer in advance of the date of the
first Modules being Delivered for Carriage (as defined in Section 4) for the additional KWp
volumes according to the notice period specified in the Price/Volume Table.
	 
	3.3	 	The Parties shall work together to develop a binding forecast of Module delivery volumes
and average Module power per Module on a rolling four (4) quarter basis for successive four
quarters, based on the annual total minimum, and target KWp volume purchase commitments set
forth in the Price/Volume Table (Appendix C). If the Parties do not otherwise agree, the
binding rolling four (4) quarter schedule shall be determined pursuant to the provisions in
the Price/Volume Table (Appendix C).
	 
	4.	 	Shipment; Delivery; Late Delivery
	 
	4.1	 	The Modules shall be shipped “CIP” (INCOTERMS 2000) to a point of destination specified
by Buyer (hereinafter referred to as “Point Of Destination”). Accordingly FS shall deliver
each shipment of Modules to Buyer to a carrier at one or more FS factories (such delivery
from FS to the carrier is referred to as “Delivered for Carriage”), such deliveries to be
credited to FS’ total delivery obligation pursuant to Sections 3.2 and 3.3. The risk of loss
of, or damage to, the Modules after such Modules have been Delivered for Carriage fall upon
Buyer. On Buyer’s behalf, FS shall arrange and pay for insurance against the Buyer’s risk of
loss of the Modules or damage to the Modules during carriage and provide such proof of
insurance to Buyer upon request.
	 
	 	 	Buyer shall notify FS of the Point Of Destination in writing at least ten (10)
days ahead of a scheduled Delivered for Carriage date. The Point Of Destination
shall be a point with either a valid address, in particular a house number,
accessible from a public road or a point that is described with sufficiently
detailed driving instructions. Unless the Buyer provides for a new general or
individual Point Of Destination or, as the case may be, if Buyer does not provide
the Point Of Destination in time, then FS shall have the right to deliver to the
following default Point Of Destination:
	 
	 	 	Gehrlicher GmbH

Kemmater Str. 1

D-96465 Neustadt / Boderndorf
	 
	 	 	If the default Point Of Destination specified by Buyer no longer complies
with the requirements stated above, or if a new default Point of Destination
notified by the Buyer is located outside of Germany (the original or replacement
default Point of Destination is referred to in this Agreement as the “Default Point
of Destination”) then FS shall have the right to deny to deliver for carriage or
terminate a commenced shipment to such location and Buyer shall be obligated to bear
any and all costs and compensate any and all damages suffered by FS; insofar, the




 









 






	 	 	Buyer will be in default of acceptance after FS has notified the Buyer in writing that FS
is ready to effect a Delivered for Carriage handover.
	 
	 	 	FS shall pay for the transportation and insurance costs incurred in shipping
Modules to the Point of Destination specified by Buyer up to a maximum amount equal
to the greater of (1) €0.025 per watt or (2) the transportation, insurance and other
shipping costs that would be incurred by FS in shipping the Modules from the FS
factory in Ohio to the Default Point of Destination. The transportation and shipping
costs that FS is required to pay under the preceding provision are referred to in
this Agreement as the (“Shipping Costs”). Buyer shall bear any transportation and
insurance costs in excess of the Shipping Costs (“Excess Shipping Costs”). FS may
advance Excess Shipping Costs on behalf of Buyer, in which case FS will invoice such
costs to Buyer and Buyer shall pay FS according to the payment terms set forth in
Section 7.
	 
	 	 	Each container or truckload (collectively hereinafter “Shipment”) shall only
be loaded with Modules for one single Point Of Destination and shall be completely
unloaded by Buyer after arrival at the Point Of Destination. The loading of the
containers is at the sole discretion of FS. FS will attempt to ship full containers
whenever possible. Seven (7) days before a shipment is Delivered for Carriage, FS
shall issue a shipment confirmation that shall confirm an exact date that the
Shipment is to be Delivered for Carriage and the total number of Modules and Module
product types by product number. FS shall include only one (1) Module product type
per individual Shipment. FS shall package only one (1) Module product type per box
and shall clearly label the Module product type that is packaged in the box. FS
shall provide the Buyer with factory measured module power, voltage and current data
(Flash Reports in an Excel file format) for each delivered Module at the time that a
Shipment is Delivered for Carriage or sooner.
	 
	4.2	 	FS shall be liable in case of Modules which are Delivered for Carriage late pursuant to
Section 3, in accordance with statutory rules to the extent






	 	a)	 	the instalment is considered to be a fixed term deal pursuant to Section
376 German Commercial Code or;
	 
	 	b)	 	the Buyer is entitled to claim that the fulfilment of the Agreement is of
no further interest to him due to a delay for which FS is responsible or;
	 
	 	c)	 	the delivery delay is due to FS’ wilful or grossly negligent breach of
contract; any negligence of a representative shall be attributed to FS. To the extent
the delivery delay is not due to wilful breach of contract, any indemnity shall be
limited to the predictable and characteristically to be expected damage; or
	 
	 	d)	 	the delivery delay is due to a breach of a material contractual obligation
for which FS is responsible; in this case any indemnity shall be limited to the
predictable and characteristically to be expected damage.






	4.3	 	In case of Modules which are Delivered for Carriage late in accordance with Section 3 for
reasons FS is responsible for and the Buyer chooses not to raise any claims against FS for
this delay in accordance with Section 4.2, the Buyer shall have the right to a late delivery
penalty payment from FS. After a grace period of seven (7) business days, FS shall from the
eighth (8th) business day of delay incur a penalty charge for each week that the
shipment is late in the amount of






	 	aa)	 	[***]% of the purchase price of the installment which is late,
if the agreed Delivered for Carriage date was in the first (1st)
through third (3rd) calendar quarter; or
	 
	 	bb)	 	[***]% of the purchase price of the installment which is late,
if the agreed Delivered for Carriage date was in the fourth (4th)
calendar quarter, and, in cases where the delay extends from the calendar year
in which the delivery was originally scheduled





***   CONFIDENTIAL
TREATMENT REEQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND
FILED SEPARATELY WITH THE COMMISSION.




 









 






	 	 	 	into the following calendar year, the Module prices shall be adjusted and the
penalty charge shall be calculated on the basis of the prices set out in the
Price/Volume Table (Appendix C) for such following calendar year;






	 	 	 	in any event up to a maximum of ten (10) weeks based on the original
Delivered for Carriage date for each installment.






	5.	 	Inspection and Notice of Defect
	 
	5.1	 	Within the scope of Buyer’s duty to inspect and object upon arrival of the Modules at the
Point of Destination (the “Arrival”),






	 	a)	 	other than for any additional obligations to inspect and object pursuant
to the agreement with the carrier and under the carriage insurance that FS will
provide to Buyer, the Buyer shall immediately check quantities of the boxes and the
boxes for any visible shipping damages and record in any event any discrepancies and
objections on the packing slip and have the carrier countersign such discrepancies
and objections; and
	 
	 	b)	 	within 8 (eight) workdays conduct a representative visual inspection for
defects of the Modules and quantities of Modules in the boxes from at least [***]%
of the boxes delivered and, to the extent necessary, open the packaging and check
the goods with regard to their exterior condition.
	 
	 	 	 	Any such wrong quantities of Modules in the boxes or damaged Modules, excluding any
damages resulting from the shipping of the Modules (for which FS is not
responsible), shall be considered a “Defect.”






	5.2	 	In case of a Defect within the scope of Section 5.1 above, the Buyer shall comply with
the following procedures and deadlines:






	 	a)	 	The notification of any Defects to FS shall be made no later than on the
seventh (7th) workday following the Arrival pursuant to Section 5.1 above
(the “Objection Period”).
	 
	 	b)	 	The detailed notice shall be delivered to FS within the Objection Period
in writing or by fax or by email to the addresses and contact details specified on
the bill of lading. A notice over the telephone shall not be sufficient. Notices
to sales representatives, commission agents or agents shall not be valid.
	 
	 	c)	 	The notice must clearly specify the kind and extent of the alleged
Defect.
	 
	 	d)	 	The Buyer agrees to make the allegedly defective goods available for FS’s
inspection at the Point of Destination; such inspection may be conducted by FS, FS’s
suppliers or any expert FS may have designated.






	5.3	 	Objections that do not comply with the objection obligations set forth in Sections 5.1
and 5.2 shall be disregarded.
	 
	5.4	 	A good to which no objections have been made in accordance with the procedures and
deadlines set out above shall be regarded as approved and accepted.
	 
	5.5	 	The provisions of this Section 5 shall (i) apply mutatis mutandis to any hidden defect
within the meaning of Section 377 par. 2, 3 German Commercial Code (ii) not apply in case of
any defect maliciously kept silent by FS.
	 
	6.	 	Liability of the Parties





***   CONFIDENTIAL
TREATMENT REEQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND
FILED SEPARATELY WITH THE COMMISSION.




 









 






	6.1	 	With respect to liability for defects of the Modules that were objected to in accordance
with Section 5, FS shall at FS’ discretion, either repair such defect free of charge or
supply a replacement delivery free of charge and take back the defective Modules delivery.
	 
	6.2	 	Buyer’s right to rescind or reduce the purchase price if the replacement delivery or
repair under Section 6.1 fails, shall be limited to the relevant installment and shall not
affect the remainder of the Agreement, provided that the Buyer may rescind from this
Agreement if the Buyer is entitled to rescind from individual installments in accordance
with Section 6.1 (i) if due to defects of more than 15% of the value volume (in KWp) of the
installments (including any replacement deliveries) to be delivered in any quarter are
defective or (ii) if more than 10% of the value volume (in KWp) of installments (including
any replacement deliveries) to be delivered in any calendar year are defective.
	 
	6.3	 	If the total volume of Modules delivered in any calendar quarter that Buyer has objected
to due to a defect in accordance with Section 5, exceeds 15% of the minimum KWp volume of
Modules required to be delivered by FS during such quarter in accordance with Section 3,
Buyer may upon written notice to FS, (1) request that FS provide reasonable assurances that
the defects previously experienced by Buyer will not be present in further Module Shipments
and (2) suspend the agreed upon further delivery and deny acceptance of such future Module
Shipments until FS has provided such reasonable assurances. After FS has provided such
assurances, FS may resume shipment of the suspended Module shipments to Buyer and Buyer
shall be obligated to accept and pay for the Modules. If FS fails to provide such assurances
described in clause (1) above, Buyer may, whether or not it has previously suspended
delivery under clause (2) above, at any time 60 (sixty) days after requesting the assurances
under clause (1), upon written notice to FS, terminate the Agreement (a “Defects
Termination”). Upon making such declaration, neither Buyer nor FS shall have any further
obligations or liabilities under this Agreement except with respect to (i) Modules already
delivered to Buyer and (ii) FS’ obligation to indemnify the Buyer for its predictable and
characteristically to be expected damage resulting from such termination.
	 
	6.4	 	The Buyer shall further have the rights set out in the Module Warranty Terms & Conditions
(Appendix D), regardless of whether objections pursuant to Section 5 above were made in
time; the scope of these rights shall be exclusively governed by the Module Warranty Terms &
Conditions (Appendix D).
	 
	6.5	 	The Buyer shall not be entitled to any further rights or remedies due to defects. In
particular, FS shall not be responsible to pay damages based on breach of the Agreement or
default except in cases of willful misconduct or gross negligence on behalf of FS or in
cases where FS has granted an express guarantee within the meaning of Sections 443, 444
German Civil Code. To the extent FS is not liable due to willful misconduct, the liability
for damages pursuant to the preceding sentence is limited to the amount of predictable and
characteristically to be expected damage.
	 
	6.6	 	The statute of limitation for claims pursuant to Section 6.1-6.3 shall be 24 months from
the date of the Arrival; the statutory statute of limitation in cases of a recourse against
the supplier in accordance with Sections 478, 479 German Civil Code, remains unaffected; it
shall be five years from the date of Arrival of the defective goods. Section 6.4 remains
unaffected.
	 
	6.7	 	Apart from liability for defects, FS shall be liable in accordance with statutory law for
any breach of fundamental contractual obligations FS is responsible for; insofar, FS’
liability shall be limited to the predictable and characteristically to be expected damage.
	 
	6.8	 	Notwithstanding this Section 6, FS’ shall be liable for any negligent personal injury;
the same shall apply to FS’ mandatory liability under the German Act on Product Liability
(Produkthaftungsgesetz).




 









 






	6.9	 	Unless otherwise agreed in this Agreement, FS’ liability shall be excluded, irrespective
of the legal nature of such claim, e.g. culpa in contrahendo, other breach of contract or
claims based on tort for compensation of property damage.
	 
	6.10	 	Any limitation of liability for damages of FS shall also apply to any personal liability
for damages of employees, workers, representatives and the like of FS.
	 
	6.11	 	The Buyer’s liability for breach of fundamental obligations under this Agreement for
reasons the Buyer is responsible for shall be limited to the predictable and
characteristically to be expected damages; this limitation is not applicable in cases of
gross negligence and wilful misconduct of the Buyer. Section 6.8 is applicable mutatis
mutandis.
	 
	7.	 	Payment
	 
	7.1	 	FS may invoice Buyer for each Shipment at any time on or after Delivery for Carriage.
Buyer shall pay the total purchase price for each Shipment within ten (10) days after the
date of the invoice issued by FS as demonstrated by fax or email confirmation on request
(other than for the year 2006 which shall be within forty five (45) days after the date of
the invoice issued by FS). Buyer shall pay for the goods by way of wire transfer free of
expenses into the bank account specified on the invoice. The purchase price shall be
payable net cash in one sum and free of any deduction unless other payment terms were
mutually agreed on in writing.
	 
	7.2	 	In the event of a payment default pursuant to
Section 7.1, (i) a late charge of 1.5%
per month shall be charged on all delinquent amounts, and (ii) FS may apply any or all
payments subsequently received from Buyer on a priority basis to pay the accrued late
charges and then the delinquent payment, notwithstanding any other application of such
payments that Buyer may designate or request, and, (iii) FS may, upon written notice to
Buyer, suspend further delivery of Modules under the Agreement until all late charges and
delinquent amounts have been paid in full. Upon relief of such suspension, FS may deliver
and Buyer shall be obligated to accept and pay for, any suspended Shipment as and when FS
resumes delivery.
	 
	 	 	If (a) late charges or delinquent payments remain outstanding for a period
of more than sixty (60) days or (b) invoiced amounts are not paid by Buyer (i) when
due on more than three (3) consecutive occasions or (ii) within seven (7) days after
the due date on more than three (3) occasions over a consecutive twelve (12) month
period, FS may, in any such event (each a “Payment Breach”), terminate the Agreement
for cause without notice period. Upon such termination, FS shall have no further
obligation to sell and deliver Modules to Buyer and FS shall be entitled to any
legally recoverable damages in addition to the default interest and delinquent
payments that gave rise to the termination. FS will provide written notice of any
incidence of delinquent payment to Buyers designated representative; FS’ claims and
rights due to payment default are not dependent on this notification, except for the
termination of this agreement which FS may only declare after having sent a
notification by registered mail.
	 
	7.3	 	Unless otherwise specifically provided for herein, neither Party shall have the right to
set off, withhold or reduce any amounts unless the underlying counterclaims have become
final or are expressly acknowledged by the other Party.
	 
	8.	 	Confidentiality
	 
	8.1	 	In addition to any other confidentiality agreements between the Parties, the Parties
undertake to keep secret any and all information and documents provided by the other Party
or of which they have otherwise obtained knowledge in connection with this Agreement from
the other Party, save for any information or documents that are in the public domain.
	 
	8.2	 	FS shall use the Buyer’s personal data only in accordance with German Data Privacy Laws.
	 
	8.3	 	Publications in which any content of the Agreement is mentioned require the prior written
approval of the other Party in each individual case. In cases where a Party desires to
disclose




 









 






	 	 	only the mere fact that the Agreement has been entered into without giving any further
details, in particular no details on the content of the Agreement, no approval shall be
required.
	8.4	 	The above confidentiality undertaking shall not apply to the extent each Party is obliged
by law, rule or regulation and an official or court order or ruling to disclose such
confidential information or documents.
	 
	9.	 	Quality Management and Environmental Protection
	 
	9.1	 	The Buyer shall, in case of a resale, and/or the integration of Modules in a system in
accordance with this Agreement, propose to the final customers (including operators and/or
owners of the property where the PV-system is located, collectively hereinafter a “Final
Customer”) that FS retains the general right to monitor by remote access the installed
PV-system (comprising the total goods delivered by FS, in particular the Modules as well as
the entire installation) with respect to the energy performance for the entire life cycle of
the individual PV-system for the purpose of the long-term collection of performance data for
a continuous product quality management (hereinafter referred to as “Remote Data
Monitoring”). Insofar, Buyer shall also propose that FS shall have at all times the
unlimited right to access the PV-system or parts thereof for installation, maintenance,
repair and the operation of the Remote Data Monitoring vis-à-vis the Final Customers.
	 
	9.2	 	If the Final Customers agree to the Remote Data Monitoring, FS will share upon request
the system data retrieved with the Buyer, and, provided such Buyers consent hereto, with the
Final Customer. Any publications specifying the system data and location shall require the
approval of the Buyer and Final Customer which shall not be unreasonably withheld.
	 
	9.3	 	FS shall also have the right to Remote Data Monitoring in accordance with this Section 9
of Modules installed by and for the Buyer at its equitable discretion. Any publications
specifying the system data or its location shall require the Buyer’s approval which shall
not be unreasonably withheld.
	 
	9.4	 	FS shall bear the cost for the technical installation and the operation of the Remote
Data Monitoring.
	 
	9.5	 	For purposes of environmental protection, the Parties hereby enter into the Module
Reclamation and Recycling Agreement (Appendix E). Buyer shall promptly give written notice
to FS of a sale or transfer of Modules to a third party in order to allow FS and such third
party for the assumption of contract of the Module Reclamation and Recycling Agreement
(Appendix E) within 14 (fourteen) days after transferring ownership of the Modules to the
third party (e.g. installation and commissioning of the system is complete and accepted by
Final Customer).
	 
	9.6	 	The Buyer shall oblige any of its customers and transferees, who are not Final Customers,
to assume the obligations set forth in this Section 9 by way of a right that directly inures
to the benefit of FS and in a manner that such customers are themselves, or in the case of a
further resale or transfer, their customers or transferees, are directly bound like the
Buyer by the provisions of this Section 9 and that they are further obligated to observe the
provisions of this Section 9.6 with respect to any of their own transferees.
	 
	9.7	 	The execution and delivery by any customer or transferee (i) of the Module Reclamation
and Recycling Agreement (Appendix E), and (ii) the assumption of the obligations in
accordance with Section 9.6 is required in order for the power warranty under the Module
Warranty Terms and Conditions (Appendix D) to stay effective.
	 
	10.	 	Meeting between the Parties
	 
	10.1	 	Representatives of FS and Buyer will meet once per calendar quarter at a mutually agreed
upon location to advise each other of the performance and future plans relating to their
respective businesses, to assure each Party of the other’s ability to continue to perform
the




 









 






	 	 	agreement and to explore additional ways to work together for mutual benefit and to
discuss the rolling forecast in accordance with Section 3.3. Each Party will maintain a
primary contact person for these purposes.
	 
	10.2	 	In addition to the quarterly meetings described in Section 10.1, FS and Buyer shall
conduct an annual summary meeting in order to review performance of each Party hereunder.
	 
	10.3	 	Neither Party will be required to disclose proprietary business information to the other
Party in connection with meetings under this Section 10.
	 
	11.	 	Resale
	 
	11.1	 	The Buyer acknowledges that the Modules may be subject to a variety of regulations in
various jurisdictions, in particular in the countries (the “Approved Countries”) listed on
the appendix Approved Countries and Applications (Appendix G) attached hereto.
	 
	11.2	 	The Buyer further acknowledges that the Modules have been developed, tested and approved
only for the use in specific applications (the “Approved Applications”) listed on the
appendix Approved Countries and Applications (Appendix G) and that, to avoid any damage by
inconsistent use, the Modules shall not be used for other applications.
	 
	11.3	 	To the extent the Buyer uses, installs, resells or transfers the Modules in areas that
are not Approved Countries, the Buyer shall indemnify FS for any losses and damages incurred
out of or in connection with such use, installation, resale or transfer of the Modules. In
accordance with Section 10.1, FS and Buyer will discuss opportunities to include additional
Approved Countries and Approved Applications to the Approved Countries and Applications
(Appendix G) by considering the regulations applicable to Module sales, use, and
decommissioning, the plan for meeting the support needs of final customers, and the plan for
meeting the obligations set forth in Sections 9.5 and 9.6 for such new countries and
applications. FS will not unreasonably withhold its approval to add new countries and
applications to Appendix G.
	 
	11.4	 	In case of a use, installation, resale or transfer pursuant to Section 11.3 or a non
Approved Application, Buyer shall promptly give notice to FS of the location to which the
Modules are brought to outside the Approved Countries or the applications other than the
Approved applications for which the Modules are used, as applicable, and of any transferee
of the Modules.
	 
	11.5	 	In addition to the obligations set forth in Sections 9.5 and 9.6, Buyer may resell or
transfer Modules only to customers or transferees that agree to be bound by, and adhere to,
(i) the FS System Design and Application Document (Appendix B), and (ii) the Module Warranty
Terms and Conditions (Appendix D). Sections 9.6 and 9.7 shall apply mutatis mutandis.
	 
	11.6	 	Any use, installation, resale or transfer by Buyer of Modules not in accordance with the
requirements of Section 9.5, 9.6 and this Section 11 shall entitle FS to terminate the
Agreement (a “Transfer Breach”) after a cure period of thirty (30) days which FS shall set
to the Buyer in writing has expired unsuccessfully.
	 
	12.	 	Letter of Credit
	 
	12.1	 	Buyer shall deliver to FS an irrevocable payment guarantee in favor of FS in the amount
set forth in the Price/Volume Table (“Letter of Credit”) that shall secure the payment
obligations of Buyer out of or in connection with this Agreement.
	 
	12.2	 	The Letter of Credit shall be issued as of December 1, 2006 by IKB Deutsche Industriebank
AG or another mutually acceptable bank, containing terms and conditions of the attached
Performance Guarantee (Appendix I) (to the extent requested by the guarantor in the form of
a guarantee on first demand) or substantially the same terms commercially reasonably
acceptable to FS, and Buyer shall renew such Letter of Credit on an annual basis, such




 









 






	 	 	renewal to be effective on every subsequent 1st of December, in the amounts
for the time periods set forth in the Price/Volume Table.
	 
	12.3	 	If the Buyer has not delivered a renewal Letter of Credit in accordance with Section 12.2
by the 1st of October of any year for the following period commencing on the 1st of
December, FS shall be entitled to draw down the full amount of the Letter of Credit then in
place. FS shall deposit the proceeds drawn in accordance with the preceding sentence in an
escrow account until the Buyer has properly delivered a renewal Letter of Credit within a
cure period of 30 days or, if such cure period has expired fruitless and FS serves the Buyer
with notice of termination of this Agreement, until all claims of FS against the Buyer have
been settled.
	 
	12.4	 	After termination of this Agreement, FS shall return the original of the Letter of Credit
to Buyer no later than one month after such termination. To the extent that not all claims
of FS against Buyer have been settled by that date, FS shall be entitled to draw the Letter
of Credit then in place in an amount sufficient to cover the remainder of the Buyer’s
obligations; provided that the Buyer has not posted another security sufficient and
reasonably acceptable to FS in lieu thereof, FS shall deposit the proceeds drawn in
accordance with the preceding sentence in an escrow account until final resolution of the
claim against the Buyer.
	 
	13.	 	Term and Termination
	 
	13.1	 	This Agreement shall be effective until the time period specified in the Price/Volume
Table. The right to terminate this Agreement for cause shall remain unaffected.
	 
	13.2	 	If a “Material Adverse Change” (as defined below) occurs, FS may, in its equitable
discretion, terminate the Agreement, with 12 months prior notice of termination to the end
of a quarter. On the effective date of such termination, FS shall pay Buyer a liquidated
damages fee of € 1.5 million under Appendix C Table C1 and € 2 million under Appendix C
Table C2, as applicable. Upon payment of such fee, FS shall have no further obligations to
Buyer out of or in connection with such termination. A “Material Adverse Change” shall have
occurred if FS determines, in its equitable discretion, that any of the following conditions
exist: (1) new laws, rules or regulations apply to the production, distribution,
installation, take back or recycling of Modules that substantially adversely impact the
business of FS have become effective; (2) unanticipated technical or operational issues
result in widespread, persistent quality problems relating to the Modules or an inability to
achieve stable Module conversion efficiencies at planned levels; or (3)
extraordinary events beyond the operational control of FS substantially increase labor,
material or utility expenses or significantly reduce production throughput.
	 
	 	 	In the event that FS realizes that the situation of FS, considering FS’
obligations under this Agreement, has significantly deteriorated in a manner that
might result in a Material Adverse Change, it is the intent of FS and Buyer to enter
into good faith discussions to modify the Agreement in order to prevent the
occurrence of a Material Adverse Change and to preserve, as closely as practicable
under the circumstances, the intended economic benefits for both Parties under the
Agreement.
	 
	14.	 	Miscellaneous
	 
	14.1	 	All notices or other communications (including sending of invoices to Buyer) which are
required or permitted hereunder shall be in writing and sufficient if delivered personally
or sent by mail, postage prepaid, facsimile transmission or email transmission addressed as
follows:
	 
	 	 	If to FS then to

First Solar GmbH,

Rheinstraße 4N,

D-55116 Mainz,

Stephan Hansen

(shansen@firstsolar.com),

Fax 06131 1443 500




 









 






	 	 	If to Buyer, then to

Gehrlicher Umweltschonende Energie

systeme GmbH,

Feldkirchener Str. 2,

D-85540 Haar

Klaus Gehrlicher

(klaus@gehrlicher.com)

Fax 089 420 792 19
	 
	 	 	All such notices or other communications shall be deemed to have been
delivered (i) upon receipt when delivery is made by hand, (ii) on the third business
day after deposit in the mail, and (iii) upon complete transmission when made by
email or facsimile transmission (if evidenced by a sender transmission completed
confirmation). Any email communication shall be deemed to have been validly and
effectively given on the date of such communication, if such date is a business day
in Germany and such delivery was made prior to 16:00 Frankfurt, Germany time,
otherwise it will be deemed to have been delivered on the next business day.
	 
	14.2	 	The Buyer may transfer its rights under the Module Warranty (Appendix D) and the Module
Reclamation and Recycling Agreement (Appendix E) with execution and delivery of the
Assignment of Module Warranty and Reclamation Agreement (Appendix F) to its transferee.
Sections 9.6 and 11.6 shall remain unaffected.
	 
	14.3	 	The Agreement contains the entire agreement between the Parties and cancels and
invalidates, safe for any explicit agreement to the opposite in this Agreement, all prior
commitments or representations which may have been made by the Parties either orally or in
writing. The Parties agree that there are no representations, warranties, conditions,
guarantees or understandings other than those expressly set forth in the Agreement.
	 
	14.4	 	The Appendices to the Agreement, including but not limited to, the Arbitration Agreement
(Appendix H) shall constitute integral parts of the Agreement.
	 
	14.5	 	The Agreement, including this section, may be amended, modified or supplemented only by a
written instrument authorized and executed on behalf of the Parties.
	 
	14.6	 	The Agreement shall be governed by and construed in accordance with the laws of the
Federal Republic of Germany. The Convention on the International Sale of Goods (CISG) shall
not apply.
	 
	14.7	 	The unenforceability of any provision of the Agreement shall not affect the
enforceability of any other provisions hereof. Unenforceable provisions shall be deemed to
be replaced by such enforceable provisions that are suitable to implement the economic
purpose of the deleted provision to the greatest extent possible. The same shall apply
mutatis mutandis in case of any gaps in the Agreement.
	 
	14.8	 	The Agreement has been drawn up in both, the English and the German languages, except for
certain parts of the Appendices. The English translation shall be for convenience purposes
only. For the avoidance of doubt, in the event of a dispute, the German version shall
prevail, except for those certain parts of the Appendices that are in English only.
	 
	14.9	 	This Agreement shall be binding upon and inure to the benefit of the Parties and their
assigns. A transfer or assignment of this Agreement requires the written consent of FS and
shall not relieve the Buyer of its continuing obligations under this Agreement, including,
but not limited to, the Buyer’s obligation to provide the Letter of Credit as described in
Section 12.. FS shall not unreasonably withhold consent provided the Buyer has fully
performed all of its obligations under the Agreement through the date of transfer or
assignment. FS may condition its consent to a transfer of this Agreement, in particular,
upon the transferee replacing the Buyer’s Letter of Credit with an identical instrument, and
may deny approval for other good cause residing in the




 









 






	 	 	person of the transferee that would cause an obstacle to the performance of the
obligations remaining under the Agreement.
	 
	 	 	Buyer is entitled to fully or partially assign its right to the delivery of
Modules to an affiliated company within the meaning of Sections 15 et seq. German
Stock Corporation Act (an “Affiliate”), having its place of business in an Approved
Country, without FS’ consent and to authorize such Affiliate to administer the
rights and obligations of Buyer under Section 10, provided, however, that such
assignment shall not relieve the Buyer from it’s obligations; FS shall be notified
hereof in writing. To comply with FS’ obligation to invoice the Modules delivered,
FS shall, in case of an assignment to an Affiliate, issue the invoices upon Buyer’s
request in the name of the Affiliate and deliver the invoices to such Affiliate.
Payments by Affiliate to FS will be credited to the Buyer’s payment obligations
hereunder.
	 
	 	 	In the event of such partial assignment, Buyer will cause the assignee to
execute an agreement reasonably acceptable to FS to observe all obligations under
this Agreement, in particular the obligations under Sections 9 and 11. The
restrictions of the preceding paragraphs remain unaffected.





Mainz, den 5.4.2006




	 	 	 	 	 	 	 	 	 
	First Solar GmbH	 	 	 	Gehrlicher Umweltschonende Energiesysteme GmbH
	 
	 	 	 	 	 	 	 	 
	/s/

	 	Stephan Hansen
	 	 	 	/s/
	 	Klaus Gehrlicher
	 	 	 	 	 
	 

	 	Stephan Hansen
	 	 	 	 	 	Klaus Gehrlicher






 









 





List of Appendices




	 	 	 
	Appendix	 	Document Name
	Appendix A (PD-5-101-02)

	 	Module Product Specification
	Appendix B (PD-2-303 B)

	 	System Design and Application Document
	Appendix C (MD-2-321 PVT)

	 	Price/Volume Table
	Appendix D (PD-5-102)

	 	Module Warranty Terms & Conditions
	Appendix E (PD-5-103)

	 	Module Reclamation and Recycling Agreement
	Appendix F (PD-5-104)

	 	Assignment of Module Warranty and Reclamation Agreement
	Appendix G (MD-2-321 ACA)

	 	Approved Countries and Applications
	Appendix H

	 	Arbitration Agreement
	Appendix I

	 	Performance Guarantee







 










 





Appendix A




Page 1




Series 2 Module Product Specification




1. General Product Description





The Product specified in this document is a First Solar FS Series 2 Laminate PV module
intended for use in large solar arrays. The product will be binned according to Pmpp at
STC1 as measured at the First Solar Manufacturing Facility.




	 	a.	 	The Product model number and nominal power rating shall be:






	 	•	 	FS-255 — Nominal 55W PV module






	 	•	 	FS-257 — Nominal 57.5W PV module






	 	•	 	FS-260 — Nominal 60W PV module






	 	•	 	FS-262 — Nominal 62.5W PV module






	 	•	 	FS-265 — Nominal 65W PV module






	 	b.	 	The tolerance of actual Pmpp is +/-5% under Standard Test
Conditions1





2. Certifications





FS Series 2 PV modules are certified according to the following:




	 	a.	 	TUV Safety Class II. FS Series 2 modules are currently certified for a
maximum system voltage of 1000V by TUV Rheinland. First Solar permits FS Series 2
modules to be used in system designs with a maximum system voltage of 1000V.
	 
	 	b.	 	CE Mark with Declaration of Conformity.






	 	c.	 	IEC 61646. FS Series 2 modules are tested and certified to the IEC61646
Standard with a maximum system voltage of 1000VDC.







 




			
	1	 	Standard Test Conditions (STC) 1000W/m2, AM 1.5, 25oC





 









 





Appendix A




Page 2




Series 2 Module Product Specification




3. Physical Specifications





Dimensions are provided below for reference only. Refer to product drawing PRD-016-D for
exact dimensions and tolerances.



	 	 	 
	a. Length

	 	1200mm
	b. Width

	 	600mm
	c. Thickness

	 	6.8mm
	d. Weight

	 	11.4kg
	e. Area

	 	0.72m2
	f. Leadwire

	 	3.2mm2, 60cm in length
	g. Connectors

	 	MultiContact Solar I Connector
	 

	 	Male M/C part# PV-KST3II
	 

	 	Female M/C part# PV-KBT3II
	h. Cordplate

	 	according to IP54 requirement of TUV SKII certification
	i. Bypass Diode

	 	None
	j. Serial Number:

	 	engraved in glass on front of module






4. Electrical Specifications





Table 1



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Model Numbers and Ratings*
	Nominal Values	 	 	 	FS-255	 	FS-257	 	FS-260	 	FS-262	 	FS-265
	Nominal Power (+/-5%)
	 	Pmpp (W)	 	55	 	57.5	 	60	 	62.5	 	65
	Voltage at Pmax
	 	Vmpp (V)	 	61	 	62	 	63	 	64	 	65
	Current at Pmax
	 	Impp (A)	 	0.90	 	0.93	 	0.96	 	0.98	 	1.00
	Open Circuit Voltage
	 	Voc (V)	 	88	 	89	 	90	 	91	 	91
	Short Circuit Current
	 	Isc (A)	 	1.13	 	1.13	 	1.14	 	1.14	 	1.15
	Maximum System Voltage	 	Vsys (V)	 	 1000

	Temperature Coefficient of Pmpp	 	Tk (Pmpp)	 	-0.25%/°C

	Temperature Coefficient of Voc	 	Tk (Voc)	 	-0.29%/°C

	Temperature Coefficient of Isc	 	Tk (Isc)	 	+0.04%/°C

	Maximum Source Circuit Fuse	 	Icf (A)	 	 10








*All ratings at Standard Test Condition (1000W/m2, AM 1.5, 25oC Cell
Temperature) +/-10%



 









 





Appendix A




Page 3




Series 2 Module Product Specification




5. Quality Standards





Modules are manufactured in a highly automated production environment. While all efforts
are made to produce modules that are visually uniform, some visual differences do exist between
modules. Only visual differences that are deemed to affect the long term performance or
durability of the module will be deemed intolerable.



	 	 	 
	Code	 	Description of Intolerable Effects
	A

	 	Any glass fracture, crack, or break on a module is unacceptable.
	B

	 	Glass scratches greater than 5cm in length that are detectable with a straight edge.
	C

	 	Edge chips in the glass greater than 2mm.
	D

	 	Foreign material inside the laminate.
	E

	 	Delamination of the laminate.
	F

	 	Damaged cordplate (junction box)
	G

	 	Damaged lead wires or connectors.
	H

	 	No serial number on front of the module.






6. System Design Parameters





In addition to the system design requirements specified in the FS Series User’s Guide, all
system designs using the FS Series 2 modules will meet the following requirements:




	 	a.	 	Mechanical






	 	i.	 	Laminate shall be attached using mounting clips that meet
the requirements of the FS Series 2 User’s Guide.






	 	ii.	 	Mounting system shall use EPDM rubber or equivalent to
isolate the module from the mounting structure.






	 	b.	 	Electrical






	 	i.	 	Maximum number of modules connected in series: 10
	 
	 	ii.	 	Maximum number of parallel strings on one source circuit fuse: 5
	 
	 	iii.	 	Maximum source circuit fuse rating: 10Amps
	 
	 	iv.	 	Lighting protection may be installed on source circuits.





7. Documentation





	 	a.	 	Technical data sheet will be provided in English and German languages.






	 	b.	 	The First Solar FS Series 2 User Guide will be provided in both English
and German languages.






	 	c.	 	Declaration of Conformity to CE will be provided.






	 	d.	 	All documentation will be delivered electronically.





 









 





Appendix A




Page 4




Series 2 Module Product Specification




8. Labeling




Each module will be delivered with a nameplate label adhered to the back of module. See
product drawing PRD-016-D for label location. The label will be printed in English and conform to
the requirements of the EN50380 DIN Standard.








 









 





Appendix A




Page 5




Series 2 Module Product Specification




9. Packaging





	 	a.	 	Modules will be packaged in First Solar’s 30 pack or 50 pack module boxes.
	 
	 	b.	 	All modules within a box will be a single Model Number.
	 
	 	c.	 	Standard sea container volume is






	 	i.	 	50 pack: 30 boxes or 1500 modules
	 
	 	ii.	 	30 pack: 48 boxes or 1440 modules






	 	d.	 	General Box Specifications (Refer to drawing PRD-137-A for actual
dimensions):





	 	 	 	 	 	 	 
	 	 	 	 	50 Pack	 	30 Pack
	·

	 	Length:
	 	1400mm
	 	1350mm
	·

	 	Width:
	 	1150mm
	 	780mm
	·

	 	Height:
	 	840mm
	 	840mm
	·

	 	Weight:
	 	650kg
	 	392kg







 









 








Appendix B




Page 1




System Design and Application Template




	 	 	 
	Customer Name:

	 	Direct FS customer
	System Design/Installation:

	 	If different than customer
	System Type:

	 	Example Free Field, roof mount
	Project Location:

	 	City for specific projects, region for multiple projects
	Size:

	 	kWp for specific project or range for multiple projects.
	 
	 	 
	Mounting
Structure
	 	 
	Type:

	 	[***]
	Tilt Angle

	 	[***]
	Azimuth

	 	0° (0° equal to south; -90° equal to east; 90° equal to west)
	Support Rails

	 	Detail of supports used for direct module attachment.
	 

	 	[***]
	Module Orientation

	 	Detail of how modules are oriented on support structure.
	 

	 	[***]
	Module Attachment

	 	Detail of how modules are attached to the support structure. [***]











	 	 	 
	***

	 	CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.






 









 






Appendix B




Page 2




System Design and Application Template




Electrical System Design (for each inverter type used)




	 	 	 
	Inverter:

	 	Manufacturer and Model Number [***]
	Max Voltage (DC)

	 	Maximum system voltage
	Transformer

	 	yes/no
	Series connections:

	 	number of modules in each series string.
	 

	 	[***]
	Parallel Strings:

	 	number of parallel strings per inverter
	 
	 	 
	Using Central Inverter
	 	 
	Current of Fuse:

	 	10A
	Strings per Fuse:

	 	number of parallel strings per fuse
	Number of inverters

	 	total number of inverter in system (if specific project)







	 	 	 
	***

	 	CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.





 









 





Appendix B




Page 3




System Design and Application Template




Module Durability

Modules may experience a breakage rate of approximately [***]% during the initial year of
deployment due to stress caused by thermal cycling. Customer acknowledges this characteristic of
the product and understands that the modules must be installed in a manner which allows for the
replacement of cracked modules.



Operating Conditions




Modules should be operated within proper operating conditions as described in First Solars FS
Series PV Module User Guide (PD-5-200 EU).



Modules should not be operated in open or short circuit conditions for more than ninety (90)
consecutive days or the minimum power output rating for power output warranty purposes may be
affected.



	 	 	 
	Customer Signature:
	 	 
	 

	 	 
	 
	First Solar Signature:
	 	 
	 

	 	 





Customer approval is required, and is used as a confirmation that the information included in this
document is correct, and that the modules will be installed in a manner consistent with those
specified in this document.





	 	 	 
	***

	 	CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.





 









 








Appendix C




Page 1




Price/Volume Table




	 	 	 
	Quarterly Periods and Schedule Milestones
	Quarter	 	Definition
	Quarter 1
	 	Calendar Week 1 through Week 13
	Quarter 2
	 	Calendar Week 14 through Week 26
	Quarter 3
	 	Calendar Week 27 through Week 39
	Quarter 4
	 	Calendar Week 40 through Week 52






	 	 	 
	Milestone	 	Time Schedule
	Initial binding Quarterly
Forecast For Four (4) Quarters Plus
non-binding Fifth (5th) Quarter
Target

	 	FS and Buyer to agree by 1-April-2006
	Rolling binding Four (4) Quarter
Forecast Plus a non-binding Fifth
(5th) Quarter Target

 

If the Parties do not agree
otherwise the non-binding Fifth
(5th) Quarter Target
shall become the new binding Fourth
(4th) Quarter Forecast

	 	FS and Buyer to agree 5 calendar days
before the start of the next
successive First (1st)
Quarter of the binding Four (4)
Quarter Forecast.
	If the Parties do not agree
otherwise the new non-binding Fifth
(5th) Quarter Target
shall be determined based on the
equitable discretion of FS. Such
equitable discretion shall be based
on the new binding Fourth
(4th) Quarter Forecast
multiplied by a Quarterly Volume
Adjustment Factor (x), such factor
(x) being within the range set
forth below by defining a value in
between a minimum x-value (xmin)
and a maximum x-value (xmax) and
considering the total amount of the
Target Kilowatt Volume per calendar
year as defined below.

	 	FS and Buyer to agree 5 calendar days
before the start of the next
successive First (1st)
Quarter of the binding Four (4)
Quarter Forecast.
 

FS and Buyer to agree by December 1 of
each annual period on the Quarterly
Volume Adjustment Factor (x) for the
next annual period.
	Additional Annual Volume Agreement

	 	FS and Buyer to agree on 2006
Additional Annual Volume upon
execution of the Framework Agreement
and by December 1 of each successive
annual period for the next annual
period.
	Notice period prior to Delivery for
Carriage as defined in Section 4
for Annual Additional Volume.

	 	For volume < [***] weeks

For volume > [***] weeks







	 	 	 
	***

	 	CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.





 









 






Appendix C




Page 2




Price/Volume Table




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Annual Amounts
	Price / Volume Table C1	 	2006	 	2007	 	2008	 	2009	 	2010	 	2011	 	2012
	Module Price per Watt (€)

	 	Separate Price
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Target Kilowatt Volume (kW)

	 	Volume
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Target Average Module Power (W)

	 	Table
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Minimum Kilowatt Volume (kW)

	 	 	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Minimum Average Module Power (W)

	 	 	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Additional Annual Volume (kW)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank Guarantee (Letter of
Credit) or

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]	 	 
	Private Placement Share Pledge (M€)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Annual Amounts
	Price / Volume Table C2	 	2006	 	2007	 	2008	 	2009	 	2010	 	2011	 	2012
	Module Price per Watt (€)

	 	Separate Price
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Target Kilowatt Volume (kW)

	 	Volume
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Target Average Module Power (W)

	 	Table
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Minimum Kilowatt Volume (kW)

	 	 	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Minimum Average Module Power (W)

	 	 	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Additional Annual Volume (kW)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank Guarantee (Letter of
Credit) or

	 	[***]
	 	[***]	 	 	 	 	 	 	 	 	 	 
	Private Placement Share Pledge (M€)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]







	 	 	 
	***

	 	CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.





 









 





Appendix C




Page 3




Price/Volume Table




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payment Terms	 	2006	 	2007	 	2008	 	2009	 	2010	 	2011	 	2012
	Payment Terms (Net
days from date of FS
invoice) as set forth in
Section 7.
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fifth Quarter Forecast	 	2006	 	2007	 	2008	 	2009	 	2010	 	2011	 	2012
	Quarterly Volume
Adjustment Factor
(xmin < x
< xmax)
	 	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]






Prices and Volumes 2006




Product price in EURO




	 	 	 
	FS 255

	 	[***]
	FS 257

	 	[***]
	FS 260

	 	[***]
	FS 262

	 	[***]
	FS 265

	 	[***]
	FS 267*

	 	[***]
	FS 270*

	 	[***]






* Such module product types are not manufactured yet.

It is planned to include them in the delivery program in the course of 2005.

The modules will comply with Sections 2.2 and 2.3 of the Framework Agreement.



Quarterly Volume Allocation




	 	 	 	 	 	 	 	 	 	 	 
	 	 	2006
	 	 	Q1	 	Q2	 	Q3	 	Q4	 	Total
	Volumes (MW)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]






     The price of the modules shall be determined at the time of actual delivery.
In the event of early delivery, the price shall be determined based on the quarter.





	 	 	 
	***

	 	CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.





 










 





Appendix D




Module Warranty Terms & Conditions




Five-Year Limited Warranty

First Solar, LLC (“First Solar”) warrants to the original purchaser that the FS-Series
Modules (the “Product”) will be free from defects in materials and workmanship under normal use and
service conditions as described in the First Solar FS Series Module User Guide and System Design
and Application document, for five years following delivery of the Product to the original
purchaser. If the Product is in breach of the foregoing warranty, First Solar will, at its option,
either repair or replace the Product under the terms of its Return Policy.



25 Year Power Output Warranty

Subject to and effective upon execution of the First Solar Reclamation and Recycling
Agreement, First Solar additionally warrants to the original purchaser that modules installed in
accordance with the System Design and Application document specified in the purchase agreement
shall (i) during the first ten years following installation of the Product, produce at least 90% of
the nominal power output rating (Pmpp +/-5%), and (ii) during twenty-five years following
installation of the Product, produce at least 80% of the nominal power output rating (Pmpp +/-5%).
Power output shall be measured and normalized to Standard Test Conditions using a method and
laboratory approved by First Solar. If the Product is determined to be in breach of the foregoing
warranty, First Solar will, at its option, either repair or replace the product under the terms of
its Return Policy or provide supplemental Product to remedy the breach of warranty.



Limitation of Remedies

THE REMEDIES SET FORTH ABOVE ARE THE EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY BY FIRST
SOLAR. The sole purpose of these exclusive remedies shall be to provide for the repair,
replacement, or supplementation of products in breach of warranty. This exclusive remedy shall not
be deemed to have failed its essential purpose so long as First Solar is willing and able to
replace or repair the breaching products, or to supplement with additional Product as described
under “Twenty-Five Year Power Output Warranty” above.



Transfer of Warranty

This warranty will transfer from the original purchaser to any subsequent purchaser of the
Product, subject to and effective upon execution of the First Solar Assignment Agreement or a
comparable agreement specified by First Solar.



Proper Operating Conditions

The warranties provided hereunder shall be void and of no effect if the Product is not
properly installed, integrated or maintained, or operated under normal operating conditions as
specified in the First Solar FS Series Module User Guide and System Design and Application document
specified in the purchase agreement. First Solar is not responsible for damage to the Product due
to improper handling, physical abuse or installation that is not consistent with the System Design
and Application (SDA) document.



Return Policy

IF a product must be returned to First Solar in the event of a warranty claim, First Solar
will arrange for the return of the Product at First Solar’s expense so long as such Product is
returned in accordance with the Return Material Authorization (RMA) issued by First Solar. The
packaging, shipping method, and return destination of the Product will be specified in an RMA
issued by First Solar.



Warranty Limitations

EXCEPT AS EXPRESSLY SET FORTH ABOVE, FIRST SOLAR MAKES NO REPRESENTATION OR WARRANTY OF ANY
KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES WILL
FIRST SOLAR BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING
BUT NOT LIMITED TO LOSS OF PROFITS, ARISING, DIRECTLY OR INDIRECTLY, FROM THE SALE OR USE OF ANY
PRODUCTS, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE. UNDER NO CIRCUMSTANCES SHALL THE LIABILITY OF FIRST SOLAR FOR NONCONFORMING PRODUCTS
EXCEED THE AMOUNT PAID BY THE ORIGINAL PURCHASER TO FIRST SOLAR FOR THE PARTICULAR PRODUCT
INVOLVED, PLUS REASONABLE SHIPPING EXPENSES INCURRED BY SUCH PURCHASER.



NOTWITHSTANDING THE ABOVE LIMITATIONS OF REMEDIES AND THE WARRANTY LIMITATIONS, THE REGULATIONS OF
THE GERMAN PRODUCT LIABILITY ACT (PRODUKTHAFTUNGSGESETZ) REMAIN EFFECTIVE.




 









 








Appendix E

Page 1




Module Reclamation and Recycling Agreement




This agreement is effective as of the date the contract is signed by both parties. This
agreement applies to the First Solar modules described on Exhibit A (the “Modules”). In order to
assure that the Modules are returned to First Solar for recycling after they are taken out of
service, First Solar, LLC and First Solar GmbH (collectively referred to as “First Solar”) and the
undersigned Owner of the Modules (the “Owner”) agree as follows:




	1.	 	First Solar Reclamation Program
	 
	 	 	First Solar will, at any time at the request of the Owner, remove the Modules from the
site listed on Exhibit A (the “Registered Site”) and transport them to a solar module
processing center selected by First Solar. At the solar module processing center, the Modules
will be processed for recycling into new solar modules or other products. Substantially all of
the module components, including the glass and the encapsulated semiconductor materials and
metals, will be processed for recycling. Processed materials will be sequestered and stored
until they are recycled into new products, assuring that these materials do not re-enter the
waste stream, through landfill deposits or otherwise. First Solar may work with one or more
vendors or subcontractors in performing the activities described above. The operations of
First Solar and its vendors, subcontractors and agents under this Agreement will be subject to
and comply with applicable laws, rules and regulations, including those related to waste and
the protection of the environment. The obligations of First Solar under the Agreement will be
deemed modified as necessary to comply with such laws, rules and regulations.
	 
	2.	 	Customer Requirements
	 
	 	 	The Registered Site, quantity and type of Modules, date of Owner invoice and the Owner
contact information are described on Exhibit A. The Owner can initiate the reclamation and
recycling process by contacting First Solar at its web site or any other address it provides
for these purposes in the future. At that time, First Solar will verify the information
described on Exhibit A and provide the Owner with instructions for disassembling and packaging
the Modules at the Registered Site for shipment back to First Solar. As a condition to
receiving the benefits of the Program, the Owner will be responsible for disassembling and
packaging the Modules in containers designated by First Solar.
	 
	3.	 	Ownership and Responsibility
	 
	 	 	First Solar will endeavor to remove the Modules from the Registered Site promptly after
the Modules have been disassembled and packaged for transportation in accordance with First
Solar’s instructions. To the extent permitted by applicable law, effective upon First Solar’s
removal of the Modules from the Registered Site, (a) ownership of the Modules will transfer to
First Solar, automatically and without the need for any further assignment, bill of sale or
other instrument or action, and (b) Owner will have no further liability or obligation with
regard to the Modules.
	 
	4.	 	Certificate of Compliance
	 
	 	 	First Solar will, at the Owner’s request, provide a written certification assuring that
the Modules have been processed under the Program and that First Solar has fully complied with
the requirements of the Program. First Solar will retain pertinent records evidencing the
processing




 









 







Appendix E

Page 2


Module
Reclamation and Recycling Agreement



	 	 	of Modules under the Program for the period required by applicable law, and in any event at
least 10 years after removing the Modules from the Registered Site.
	 
	5.	 	Program Expenses
	 
	 	 	The Modules are designed to have a useful life of more than 25 years. If the Modules are
returned after they have been in service for at least 20 years, or at any earlier time because
of a warranty claim, First Solar will pay all packaging, transportation and recycling costs of
the Program; the Owner’s only requirement to participate in the Program will be to disassemble
and package the Modules based on First Solar’s instructions and follow any other
administrative procedures specified by First Solar. If the Modules are otherwise returned
before the 20 year service period, First Solar may require the Owner, as a condition to
participating in the Program, to pay a portion of the Program expenses based on the length of
time the Modules were in service. In this case, before processing the request, a First Solar
representative will calculate the Owner’s payment obligation and secure agreement from the
Owner to proceed.
	 
	6.	 	Exclusive Means of Module Disposition
	 
	 	 	If the Modules are taken out of service, Owner agrees to promptly notify First Solar and
to permit First Solar to reclaim and recycle the Modules as described in this Agreement as
long as First Solar agrees to pay the program expenses described in paragraph 5. If Owner
prefers an alternate means of disposing of the Modules, it may do so at its sole expense with
the prior written consent of First Solar. First Solar will not unreasonably withhold such
consent if Owner demonstrates to First Solar’s satisfaction that the Modules will be recycled,
without any component entering the waste stream, through a reclamation and recycling program
that is, in its entirety, at least as protective of the environment as the First Solar
program. If First Solar is, for any reason, unable and unwilling to fulfill its obligations
under this Agreement, Owner may fulfill them through alternative providers and First Solar
shall remain responsible for paying the expenses reasonably incurred by Owner for these
purposes.
	 
	7.	 	Assignments and Transfers
	 
	 	 	Each subsequent Owner shall execute the ASSIGNMENT OF MODULE WARRANTY AND RECLAMATION
AGREEMEMT (PD-5-104) specified by First Solar, agreeing to be bound by the provisions of this
Agreement to the same extent as the initial Owner. The benefits and obligations under this
Agreement will, to the extent permitted by applicable law, transfer automatically to any
subsequent Owner upon transfer of the Ownership of the Modules, and will in any event transfer
upon execution and delivery of the assignment agreement. If First Solar transfers
substantially all of its assets, voluntarily or involuntarily, the liabilities and obligations
imposed under the Program shall, to the extent permitted by applicable law, automatically
transfer to the transferee, and upon the transferee’s written assumption of such liabilities,
First Solar shall have no further liability or obligation under the Program.
	 
	8.	 	Modifications
	 
	 	 	First Solar may from time to time modify the reclamation or recycling processes or
procedures from time to time without the approval of the Owner provided that the fundamental
benefits provided by the Agreement shall at all times be preserved and the obligations of the
Owner shall




 









 









Appendix E

Page 3


Module
Reclamation and Recycling Agreement



	 	 	not be materially increased. First Solar may from time to time designate one or more
replacement web sites for the First Solar web site, or substitute a different communication
process for processing claims under the Program. The Owner listed in First Solar’s records
will be notified of any such changes by a link on the First Solar web site or other means that
are reasonably designed to provide notice.
	 
	9.	 	General Provisions






	 	9.1	 	The Agreement, including this section, may be amended, modified or supplemented
only by a written instrument authorized and executed on behalf of the parties.
	 
	 	9.2	 	All disputes or differences which arise out of or in connection with the
Agreement or its construction, operation, termination or cancellation shall be settled
by arbitration pursuant to the arbitration rules of the German Institution for
Arbitration (DIS) and the jurisdiction of any other courts shall be excluded.
Proceedings shall be conducted in the German language and in Frankfurt, Federal
Republic of Germany.
	 
	 	9.3	 	This Agreement shall be governed by and construed in accordance with the laws
of the Federal Republic of Germany. The Convention on the International Sale of Goods
(CISG) shall not apply.
	 
	 	9.4	 	The provisions of this Agreement shall be modified to the extent required to
permit the parties to comply at all times with the provisions of the German Federal
Waste Act and other applicable environmental waste laws and regulations. The
unenforceability of any provision of the Agreement shall not affect the enforceability
of any other provisions hereof. Unenforceable provisions shall be deemed to be replaced
by such enforceable provisions that are suitable to implement the economic purpose of
the deleted provision to the greatest extent possible.
	 
	 	9.5	 	The Agreement has been drawn up in the German language. Any English
translations hereof shall be for convenience purposes only. For the avoidance of doubt,
in the event of a dispute, the German version shall prevail.





	 	 	 	 	 	 	 	 	 
	Place, Date:

	 	 	 	 
	 	Place, Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Signature of Owner

or Legal Representative	 	 	 	Signature of First Solar Representative






 









 






Appendix E

Page 4





Module
Reclamation and Recycling Agreement


Exhibit A




	 	 	 	 	 
	Address of Registered Site:
	 	 	 	 
	 
	 	 	 	 
	          Project Name:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	          Street:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	          ZIP / City:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	          Country:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	          Geographical Coordinates:
	 	 	 	 
	 	 	 
	          (GPS or UTM preferable)
	 	 	 	 
	 
	 	 	 	 
	Date of Owner Invoice:
	 	 	 	 
	 	 	 
	
	
	
	


	(received by PD within 14 days after invoice issued to end user/owner )	 	 
	 	 	 
		 	(The end customer invoice date / date of sale)
	 
	 	 	 	 
	Owner’s Contact Information:
	 	 	 	 
	(if different than registered site...)
	 	 	 	 
	 
	 	 	 	 
	          Name / Contact person:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	          Phone / E-Mail:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	          Street:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	          ZIP / City:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	          Country:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Quantity and Type of Modules Installed:

	 	Type of Module (e.g. CTS-60, FS-55, CP625)
	 	Quantity
	 
	 	 	 	 
	 

	 	 
	 	 
	
	
	
	


	 
	 	 	 	 
	
	
	
	


	 

	 	 
	 	 
	
	
	
	


	 
	 	 	 	 
	
	
	
	


	 

	 	 
	 	 
	 
	 	 	 	 
	Project Developer:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Please send this form originally signed to:

	 	First Solar GmbH

Rheinstrasse 4N

D-55116 Mainz
	 	 







 









 








Appendix F

Page 1




Assignment of Module Reclamation and Recycling Agreement




Regarding the Transfer of Ownership of First Solar Modules Installed in the Following Solar
Array (the “Array”).



Preliminary Note:

The undersigned New Owner is the new owner of the Array — or a portion of it — including the
First Solar modules installed in the Array. First Solar provided Module Warranty Terms and
Conditions and a Reclamation and Recycling Agreement to the Previous Owner of the solar modules.
The rights under the First Solar Module Warranty Terms and Conditions and the Reclamation and
Recycling Agreement are transferable from the Previous Owner to the subsequent New Owner —
provided both parties execute this agreement (PD-5-104) and send the original signed agreement to
First Solar GmbH.



	 	 	 	 	 
	Site — Registration — Number:

	 	 
	 	 
	 	 	 
	(See doc CO-5-101 or CO-5-102)
	 	 	 	 
	  
	 	 	 	 
	Site:
	 	 	 	 
	 	 	 
	(ZIP code and city or GPS/UTM)
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Quantity & Type of Transferred
Modules:
	 	 	 	 
	 

	 	 
	 	 





Further Explanations Concerning the Contractual Terms:





	 	1.	 	Previous Owner transfers any and all rights under the Module Warranty and Reclamation
Agreement with First Solar to the New Owner.
	 
	 	2.	 	The New Owner hereby accepts the assignment and assumes the provisions of the Module
Warranty and Reclamation Agreement and agrees to abide by its terms to the same extent as
if an original party to the Agreement.
	 
	 	3.	 	In accordance with the terms, the assignment of the First Solar Module Warranty and
Reclamation Agreement shall become effective only if (a) Previous Owner and New Owner have
executed this Agreement and (b) the original signed Agreement has been delivered to First
Solar GmbH. The Assignment is deemed effective upon receipt and confirmation by First
Solar. A confirmation package will be sent to the New Owner.




 









 











Appendix F

Page 2




Assignment of Module Reclamation and Recycling Agreement




Assignment of Agreement from




	 	 	 	 	 
	 	 	PREVIOUS OWNER	 	NEW OWNER
	 
	 	 	 	 
	Name / Company:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Contact Person:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Phone / Email:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Street:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	ZIP / City:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Country:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Place, Date:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Signature of Previous Owner

or Legal Representative
	 	Signature of New Owner

or Legal Representative






Please fill in this form with the appropriate information and send back the Original after
signed by both parties.



First Solar GmbH, Rheinstrasse 4N, D-55116 Mainz; Germany





 









 








Appendix G




Approved Countries and Applications




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Approved Ports for Point	 
	Approved Country	 	Approved Applications	 	 	of Destination	 
	[***]
	 	 	[***]	 	 	 	[***]	 









	 	 	 
	***

	 	CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
















 









 





Appendix H




Arbitration Agreement



entered into by and between




First Solar GmbH, Rheinstraße 4N, D-55116 Mainz, Germany (hereinafter referred to as “FS”)
represented by the managing director with single signature authority, Mr. Stephan Hansen,



and



Gehrlicher Umweltschonende Energiesysteme GmbH, Feldkirchener Str. 2, D-85540 Haar (hereinafter
referred to as “Buyer”) represented by the managing director with single signature authority, Mr.
Klaus Gehrlicher.



FS and Buyer are each a “Party” and collectively the “Parties”.




	1.	 	Recitals
	 
	 	 	As of the date hereof, the Parties have entered into a certain FRAMEWORK AGREEMENT ON THE
SALE AND PURCHASE OF SOLAR MODULES (hereinafter the “Agreement”).
	 
	2.	 	Arbitration
	 
	 	 	All disputes or differences which arise out of or relate to the Agreement or its existence,
validity, construction, operation, termination or cancellation shall be settled by
arbitration pursuant to the arbitration Rules of the German Association for Arbitration
(DIS), which Rules are deemed to be incorporated by reference into this clause and the
jurisdiction of any other courts shall be excluded. Proceedings shall be conducted in the
German language (provided that documentary evidence may be submitted in the original English
language) and the venue of proceedings shall be at the corporate seat of FS.
	 
	 	 	The arbitral tribunal also decides upon disputes over its jurisdiction and over the effect
and interpretation of this Arbitration Agreement and any supplementations thereto.
	 
	 	 	This Arbitration Agreement does not abridge the right of the Parties to bring any action in
any court of competent jurisdiction for injunctive or other provisional relief to compel the
other party to comply with its obligations hereunder.
	 
	3.	 	Miscellaneous
	 
	 	 	Section 14 of the Agreement shall apply mutatis mutandis.





Mainz, den                     




	 	 	 	 	 	 	 	 	 
	First Solar GmbH	 	 	 	Gehrlicher Umweltschonende Energiesysteme
	GmbH
	 	 	 	 	 	 	 	 
	/s/

	 	Stephan Hansen
	 	 	 	/s/
	 	Klaus Gehrlicher
	 	 	 	 	 
	 

	 	Stephan Hansen
	 	 	 	 	 	Klaus Gehrlicher







 









 








Appendix I

[Letterhead Bank]




[Name and address of beneficiary]




Performance Guarantee No. [   ]




On [date], you have entered into an agreement (hereinafter referred to as “Supply Agreement”) with
[name, address] (hereinafter referred to as “Buyer”) with respect to [subject matter of contract]
for a total amount of Euro [amount]. Pursuant to the terms of the Supply Agreement, Buyer shall
provide a bank guarantee in the amount of [   ]% of the total amount to guarantee his proper
performance under the Supply Agreement. In the event of default or any other breach of the
agreement on the part of Buyer, you shall be entitled to use this guarantee to satisfy your claims
arising out of the Supply Agreement.



This being stated, we, IKB Deutsche Industriebank AG, Wilhelm-Bötzkes-Strasse 1, 40474 Düsseldorf,
hereby provide you with this performance guarantee in the maximum amount of Euro [amount] (amount
in words: [...] Euro) (hereinafter referred to as “Maximum Amount”) as security.



We undertake irrevocably to pay to a bank account specified by you, upon your first demand, any
amount within the limits of the Maximum Amount, without whatsoever objection on our part and
without examining the underlying legal relationship, within 10 (ten) bank business days following
your written demand,




	 	•	 	such demand conforming, by showing grounds and reasons, default or any other breach of
the Supply Agreement on the part of Buyer and, as a consequence, your claim against Buyer,
and
	 
	 	•	 	a written confirmation of your bank that your demand is duly signed by you.





Several partial amounts of the Maximum Amount may be drawn under this guarantee. Each payment
reduces the Maximum Amount by the sum of such payment.



This guarantee shall be valid until this document is returned to us. However, if we have not
received your demand and confirmation mentioned above until [date], this guarantee shall cease to
exist, irrespective of whether this document is returned to us or not.



Any rights under this guarantee shall not be assignable without our prior written consent.



This performance guarantee shall be governed by the laws of the Federal Republic of Germany. Place
of execution and jurisdiction is Düsseldorf.



Düsseldorf, .......




IKB Deutsche Industriebank AG