ex10-59.htm


    
      
        
           


        

        
           


        

        
           


          
             EXHIBIT
10.59

            


            
              CONFIDENTIAL
TREATMENT REQUESTED

              --

              CONFIDENTIAL
PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION

            

            


            Execution
copy

            


          

        

      


      Photovoltaic
Equipment Master Supply Agreement

      


      This
Photovoltaic Equipment Master Supply Agreement (together with all exhibits,
schedules, purchase orders, and annexes hereto, the “Agreement”) is made and
entered into as of November 4th, 2008
(the “Effective Date”)
by and between

      


      SUNPOWER ITALIA S.r.l. with sole quotaholder (“SunPower”), a company
incorporated under the laws of Italy, with registered office in Milan, via
Turati 16/18, corporate capital Euro 100,000, fully paid in, registered with the
Registro delle Imprese
of Milan, tax and VAT no. 05957070963, herein represented by Messrs. Thomas
Werner and Emmanuel Hernandez , in their capacity as Directors, and

      


      ECOWARE S.p.A. (“Ecoware”), a company duly
incorporated under the laws of Italy, with registered office in Padova, Zona
Industriale Nona Strada 9, corporate capital Euro 2.230.275, of which Euro
1,765,138 is fully paid in, registered with the Registro delle Imprese of
Padova, tax and VAT no. 03571330277, herein represented by Mr. Leopoldo
Franceschini, in his capacity as Amministratore Delegato of Ecoware, with
authority to enter into this Agreement on behalf of Ecoware as delegated by
Ecoware’s board of directors on October 24th
2008.

      


      RECITALS

      


      WHEREAS,
SunPower is engaged in the business of manufacturing, importing and selling
photovoltaic modules.

      


      WHEREAS,
Ecoware is interested in the business of designing, constructing and installing
solar electric systems utilizing photovoltaic modules in countries other than
United States of America and Canada.

      


      WHEREAS,
SunPower desires to sell to Ecoware, and Ecoware desires to purchase from
SunPower, photovoltaic modules on the terms and conditions set forth
herein.

      


      NOW
THEREFORE, the parties agree as follows:

      


      1.           Product Sales and
Purchase.

      


      Firm Commitment
Quantities.                                                                                     The
description and specifications for the photovoltaic modules to be sold and
purchased under this Agreement are set forth on Schedule “1” (the
“Solar
Panels”).  SunPower may from time to time modify the
description or specifications of the Solar Panels, upon two (2) months’ prior
written notice to Ecoware.  No later than three (3) weeks prior to
each calendar quarter, Ecoware shall issue purchase orders for such quarter in
the form attached as Schedule “2” (the
“Purchase
Order”).  Following its receipt of each Purchase Order,
SunPower shall accept the Purchase Order and the related shipping plan and date
and inform Ecoware thereof by written notice or e-mail transmission delivered to
Ecoware within ten (10) business days following SunPower’s receipt of such
Purchase Order.  SunPower guarantees availability and sale of Solar
Panels under such Purchase Orders on a quarterly and annual, firm 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      commitment
basis of the aggregate quantities for the specified quarters and years set forth
on Schedule
“1”.

      


      SunPower
shall not assume any obligation under this Agreement to provide quantities in
excess of its firm quarterly or annual commitments specified in Schedule
“1”.   Ecoware agrees to purchase on a quarterly and
annual, firm commitment basis Solar Panels in the aggregate quantities for the
specified quarters and years set forth on Schedule
“1”.  The sole and exclusive penalties for failure of SunPower
or Ecoware to fulfill its quarterly and annual firm commitment obligations are
described on Schedule
“1”.

      


      Subject
to Section 5, in the event of any conflict between the terms of the Purchase
Order and this Agreement, the terms of this Agreement shall
prevail.

      


      2.           Price;
Taxes.

      


      The
prices for Solar Panels sold under Purchase Orders issued by Ecoware shall be on
a per-Watt basis and are set forth on Schedule “1”. The
prices for the Solar Panels shall be determined by the year of the shipping date
stated in the Purchase Order, as more fully described on Schedule “1”. Ecoware
shall be solely responsible for any taxes applicable to the sale of Solar Panels
under this Agreement (excluding SunPower’s income taxes, which shall be borne
solely by SunPower). Prices do not include VAT
or other applicable taxes, withholdings or contributions.  The parties
acknowledge that the prices for the Solar Panels have been agreed taking into
consideration the undertaking of Ecoware of using the Solar Panels only for the
direct development of solar parks as set out in Section 11
below.

      


      3.           Shipments.

      


      Unless
the parties mutually agree to other shipping terms on the applicable Purchase
Order, the parties agree that SunPower shall ship the Solar Panels to Ecoware,
*** (Incoterms 2000) SunPower designated manufacturing facilities. SunPower’s
manufacturing facilities are currently in China and Philippines, but are subject
to change at SunPower’s discretion.  SunPower shall give Ecoware
notice in writing or by e-mail of any such change and the change shall become
effective 30 days after receipt by Ecoware of such notice.

      


      4.           Packaging and
Shipping.

      


      SunPower
shall bear all costs associated with packaging or storing the Solar Panels until
shipping to Ecoware pursuant to the shipping terms specified above in Section 3. All Solar
Panels shall be packaged, marked, and otherwise prepared in accordance with good
commercial practices to reduce the risk of damage and to help minimize shipping
rates and in accordance with all applicable state and local packaging and
transportation laws and regulations. An itemized packing list shall accompany
each shipment. SunPower will provide all serial numbers and flash test data of
shipped module within 7 (seven) days of the container leaving the loading dock
at the SunPower factory.

       

      *** CONFIDENTIAL MATERIAL REDACTED
AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.           Title and Risk of
Loss.

      


      Pursuant
to Section 3
above, risk of loss and shipping costs shall pass to Ecoware *** (Incoterms
2000), SunPower’s manufacturing facilities.  Title to the Solar Panels
shall transfer to Ecoware simultaneously with risk of loss pursuant to such
shipping terms.  The shipping terms governing title transfer and risk
of loss or damage to the Solar Panels shall remain *** unless the parties
mutually agree to other shipping terms on the applicable Purchase
Order.  The parties agree that the sale of Solar Panels is final upon
title transfer and there are no post-sale obligations retained by SunPower
(other than pursuant to the SunPower’s warranty obligations set forth on Schedule “3”).  Without
limiting the generality of the foregoing, Ecoware specifically acknowledges that
(a) there are no rights of return or refunds regarding the Solar Panels, (b)
Ecoware is solely responsible for providing adequate insurance for the Solar
Panels after risk of loss transfers pursuant to the agreed shipping terms, and
(c) SunPower has no obligation for installation or other post-sale obligations
relating to the sale of the Solar Panels, in each case except as explicitly
provided in SunPower’s warranty obligations set forth on Schedule “3”.

      


      6.           Invoicing; Security.

      


      After
each shipment completed under this Agreement, SunPower shall send a separate
invoice, including item numbers, in duplicate, accompanied by a bill of lading
or express receipt.  Subject to the foregoing, Ecoware shall pay
SunPower all invoiced amounts within *** calendar days of the date of title
transfer of the Solar Panels from SunPower to Ecoware (“Payment Due
Date”).  As security for its payment obligation under this
Agreement, no later than twenty-one (21) calendar days prior to the first
scheduled shipment under each Purchase Order, Ecoware shall deliver, at its own
cost, in a form reasonably acceptable to SunPower, a standby letter of
credit or equivalent bank guarantee and/or credit insurance covering the value
of payments to be received by SunPower. The bank warranty/insurance shall
be issued by an international bank or other financial
institution acceptable to SunPower in its sole discretion. Unless otherwise
consented to in writing by SunPower in its sole discretion, all such bank
warranty/insurance will be delivered in the form acceptable to SunPower.
Notwithstanding anything contained herein, SunPower will not be under any
obligation whatsoever to ship the Solar Panels to Ecoware unless a first demand
bank guarantee/insurance is delivered by Ecoware to SunPower in the manner
contemplated herein.  The bank shall pay SunPower under the bank
warranty/insurance after receipt of a letter by SunPower stating that Ecoware
has not made full and effective payment of readily available funds in Euro
currency and free of any set-off by the Payment Due Date.

      


      7.           Inspection

      


      (a)           All
Solar Panels may be inspected by Ecoware, or on its behalf by its
designated inspection company, on SunPower’s premises at the module
production facility during normal business  hours, in which case SunPower
will provide without additional charge, all reasonable facilities and assistance
for such inspections. Any Ecoware employees visiting SunPower facilities for
purposes of such inspection shall be qualified to conduct the applicable
inspections and shall agree to abide by SunPower’s policies and rules, including
health and safety at work and confidentiality policies.

      


      (b)           No
inspection, approval, or acceptance of the Solar Panels shall relieve SunPower
from responsibility, to the extent applicable under Schedule “3”, for any defects
in the Solar Panels or

      


      ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      other
failures to satisfy its warranty statements.  In any such event the
sole remedies available to Ecoware will be those contained in SunPower’s
warranty for the Solar Panels in question to the extent set forth on Schedule “3”.

      


      8.           Warranties.

      


      All Solar
Panels covered by this Agreement will be warranted per the conditions of the
relevant SunPower warranty statements, set forth on Schedule “3”.

      


      SunPower
and Ecoware acknowledge and agree that in no event the warranties given by
SunPower under this Agreement can be deemed as a financial
warranty.  In other words, SunPower and Ecoware did not mean to
consider in any manner the Solar Panels as a “financial product” (prodotto finanziario)
pursuant to any applicable provision of law.

      


      ***

      


      9.           Intellectual Property
Protections.

      


      In
recognition of the proprietary technology and confidential information that
Ecoware will  receive from SunPower as a result of the transactions
contemplated by this Agreement, Ecoware agrees, on behalf of itself and its
Affiliates (collectively, the “Ecoware Parties”), that the
Ecoware Parties shall not, directly or indirectly, manufacture anywhere in the
world, any Solar Panel other than pursuant to a mutually acceptable written
agreement between Ecoware and SunPower.  The foregoing shall in no way
restrict Ecoware’s ability to manufacture solar panels that (a) are not the
Solar Panels offered by SunPower hereunder and (b) do not utilize SunPower’s
proprietary trade secrets or technology embodied in the Solar Panels or
confidential information of SunPower or its Affiliates obtained by Ecoware in
connection with the transactions contemplated by this Agreement.  As
used in this Agreement, “Affiliate” means, with respect to a party, any
individual, partnership, corporation, limited liability company, or other entity
that directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such party.

      


      Ecoware
acknowledges, also on behalf of itself and its Affiliates, that any and all
intellectual property rights in and in relation to the Solar Panels belong
exclusively to SunPower and undertakes not to challenge or harm in any way such
intellectual property.

      


      


      


      


      


      


      


      


      


      


      


      ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      10.           Confidential or Proprietary
Information and Property.

      


      Both
parties shall keep confidential and otherwise protect from disclosure all
information and property obtained from the other party in connection with this
Agreement or any Purchase Order unless otherwise expressly authorized herein or
by the non-disclosing party in writing or unless otherwise required by
applicable law, rule or regulation. Each party shall use such information and
property, and the features thereof, only in its performance under this
Agreement. Upon a party’s request, the other party shall return all such
information and property to the requesting party or make such other disposition
thereof as is directed by the requesting party.  In all lower tier
subcontracts and purchase orders issued by a party and involving subcontractor
receipt of such information or property, such party shall provide the other
party hereto the same rights and protections as contained in this Section
10.

      


      11.           Territory and Product
Restrictions.

      


      (a)           Product
Restriction.  The parties agree that, unless otherwise
consented in writing by SunPower, Ecoware shall use the Solar Panels only for
the direct development of photovoltaic projects of more than
***kW  with individual sites of a size of above ***kW (“Projects”).
Ecoware shall give notice to SunPower of the information set forth in Schedule
“4” within three (3) month after shipment.

      


      (b)           Territory
Restriction.  Ecoware shall not, without the prior written
approval of SunPower, in any manner use, develop, export, install or otherwise
make available any of the Solar Panels within the United States or Canada or in
breach of obligations undertaken under Section
12.

      


      (c)           Nothing
in this Agreement shall restrict SunPower’s ability to market, sell or otherwise
offer Solar Panels to third parties anywhere in the world.

      


      (d)           Violation
of any of the restrictions under this Section 11 will entitled SunPower to claim
from Ecoware an indemnity (penale) equal to Euro *** in
addition to any other remedy to which SunPower is entitled according to Section 15 (c),
including any additional damages.

      


      12.           Export Compliance.

      


      It is
SunPower’s policy to comply fully with all economic sanctions and trade
restrictions promulgated by the United States Government, the Italian Government
and the EU authorities. Ecoware agrees to comply, in performing this Agreement,
with all applicable laws, including, without limitation, all statutory and
regulatory requirements under the export administration regulations (15 C.F.R. §
730 et seq.) administered by the U.S. Department of Commerce; the laws,
regulations, and executive orders implemented by the Office of Foreign
Assets Control of the U.S. Department of the Treasury; and equivalent laws in
Italy, and within the EU community (including, but not limited to, the
Regulation (EC) No. 1334/2000 relating to “the control of exports of dual use
items and technology” as well as any subsequent or related
regulation).

      


      13.           Infringement.

      


      


      ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SunPower
shall defend, at its own expense, any suit or claim that may be instituted
against  Ecoware for alleged infringement of patents, trade secrets,
copyrights or other intellectual property rights relating to the Solar Panels,
and SunPower shall indemnify Ecoware for all costs and damages arising out of
such alleged infringement, provided that: (i) Ecoware gives SunPower reasonably
prompt notice in writing of any such claim or action and permits SunPower,
through its counsel of choice, to answer the charge of infringement and control
the defense of such action; and (ii) Ecoware provides SunPower information,
assistance, and authority (at SunPower’s expense  for reasonable out of
pocket expenses incurred by Ecoware in connection therewith) to enable SunPower
to defend such claim or action.  SunPower will have no liability under
this Section to the extent that infringement is attributable to (x) Ecoware’s
design and/or requirements placed upon SunPower or (y) Ecoware’s modification or
combination of one or more Solar Panels with designs not supplied by
SunPower.

      


      14.           Change
Orders.

      


      Either
party may, with the prior written approval of the other party (determined in the
sole and absolute discretion of such other party) at any time prior to the
shipping date, by change order, suspend performance of a Purchase Order in whole
or in part, make changes in the quantities, shipping dates, method of shipment
or packing or time or place of delivery of the Solar Panels.  Unless
otherwise consented to in writing by the other party, any change orders shall
not affect the obligations of the party requesting the change order to purchase
on a firm commitment basis Solar Panels for the aggregate quarterly and annual
quantities for the specified years set forth on Schedule “1”.

      


      15.  Term;
Termination.

      


      Unless
terminated earlier pursuant to this Section 15, the term of this Agreement shall
commence as of the Effective Date and shall continue through December 31, 2012
(the “Term”).

      


      (a)  Termination without
Cause.  Either
party may terminate this Agreement without cause for its convenience at any time
by written notice to the other party; provided that the party terminating the
Agreement remains subject to payment of the liquidated damages described on
Schedule “1” in the event it
fails to fulfill any remaining firm commitment obligations set forth therein; it
being understood and agreed that the terminating party shall not be obliged to
pay any additional damages, for example for failure to meet future quarterly
commitments.

      


      (b)  Termination for Cause by
Ecoware.  Ecoware may terminate this Agreement for cause (risoluzione per
inadempimento) in accordance with Articles 1454 of the Italian civil
code, as the case may be, upon SunPower’s material breach of this Agreement
(other than a breach set forth in paragraph (ii) below), which breach remains
uncured after thirty (30) days’ written notice to SunPower.

      


      (c)  Termination for cause by
SunPower. SunPower may terminate this Agreement for cause (risoluzione per
inadempimento) in accordance with Articles 1454 or 1456 of the Italian
civil code, as the case may be, upon:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (i)            Ecoware’s
material breach of this Agreement (other than a breach set forth in paragraph
(ii) below), which breach remains uncured after thirty (30) days’ written notice
to Ecoware.

      


      (ii)            If
the Security set forth in Section 6 is not obtained within the agreed upon time,
ceases to be in full force and effect for any reason, or is enforced for the
payment of SunPower’s invoices and has not been fully restored in accordance
with this Agreement.

      


      (iii)                      If
Ecoware breaches the annual firm commitment obligations described on Schedule “1”, or fails to
timely deliver the bank guarantee indicated in Schedule “1” to
SunPower.

      


      (iv)                      If
Ecoware makes any use of the Solar Panels different from the direct development
of photovoltaic systems of more than ***kW as agreed with SunPower in Section
11.

      


      (v)                      Direct
or indirect change in control of Ecoware. The dissolution or merger (provided
that the latter involves a change in control) of Ecoware, or if a substantial
portion of the assets of Ecoware is transferred to another company, provided
that such circumstances seriously prejudice Ecoware’s capacity to perform its
obligations under this Agreement.

      


      (vi)                      Ecoware
entering into or proposing to enter into any composition or arrangement with its
creditors (concordato
preventivo, or accordo
di ristrutturazione dei debiti or transazione fiscale), or any
procedure is commenced with a view to the winding up (liquidazione volontaria) or
Ecoware is placed into or an order is made for receivership (amministrazione controllata),
or in the case of financial difficulties that prevent Ecoware from normally
complying with obligations arising under this Agreement, unless its obligations
are sufficiently guaranteed.

      


       (d)  Termination if Italian Feed-in tariff
Law
Discontinued. If at any time during the Term of this Agreement, the
Italian government decides to discontinue the present Feed-in tariff
program, and not replace it with a similar program, Ecoware shall have the right
to terminate the Agreement with regard to those  projects where the
discontinued feed-in tariff program no longer applies. 

      


      (e)  Termination For
Failure to
Negotiate Price Adjustment For Changes
in Exchange Rate.

      


      SunPower
shall be entitled to terminate this Agreement if the parties are unable to
negotiate a price adjustment, as contemplated by Schedule “1”, should the
average closing exchange rate for conversion of U.S. dollars into Euro currency
falls below *** for a
continuous period of not less than *** weeks as reflected
by Bloomberg L.P.’s published Benchmark Currency Rates
(“Bloomberg”).   

      


      Ecoware,
shall be entitled to terminate this Agreement if the parties are unable to
negotiate a price adjustment, as contemplated by Schedule “1”, should the
average closing exchange rate for conversion of U.S. dollars into Euro currency
exceed *** for a
continuous period of not less than *** weeks as reflected by
Bloomberg. 

      


      ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (f)  Firm
Commitments.  Notwithstanding clauses 15 (b) and (e) above, in
the event a party breaches this Agreement as a result of its failure to fulfill
its quarterly firm commitment obligations described on Schedule “1”, the non-breaching
party shall not be entitled to terminate this Agreement solely as a result of
such breach.  Instead, the sole and exclusive remedies for the
non-breaching party for such breach shall be limited to its recovery of the
damages described on Schedule “1” for the applicable
quarter in which the breach occurred.

      


      (g)  Board of Director
Approval.   This Agreement is subject to review and
approval by SunPower’s board of directors (“BOD”).  Promptly
after the execution of this Agreement, SunPower shall submit this Agreement to
its BOD for consideration at its next regularly scheduled board
meeting.  In the event that SunPower’s BOD fails to affirmatively
approve this Agreement at such meeting and SunPower has not otherwise waived
this condition in writing, SunPower shall have the right to terminate this
Agreement, without any further financial or other obligation to Ecoware as a
result of such termination, by notice to Ecoware at any time within ten (10)
Days following such board meeting.

      


      (h)  Survival.  Sections
8, 9, 10, 11, 12, 13 and 15 through 26 shall survive any termination of this
Agreement.

      


      16.           Waiver.

      


      The
failure of any party to insist upon the performance of any provision of this
Agreement or to exercise any right or privilege granted to such party under this
Agreement shall not be construed as waiving such provision or any other
provision of this Agreement, and the same shall continue in full force and
effect.

      


      If any
provision of this Agreement is found to be illegal or otherwise unenforceable by
any court or other judicial or administrative body, the other provisions of this
Agreement shall not be affected thereby, and shall remain in full force and
effect.

      


      17.           Applicable
Law.

      


      The
validity, performance, and construction of this Agreement shall be governed by
the laws of the Republic of Italy without regard to its conflicts of laws
principles or the UN convention on contracts for the international sale of
goods.

      


      18.           Jurisdiction and
Venue.

      


      SunPower
and Ecoware agree that all actions arising under this Agreement or otherwise as
a result of the relationship between SunPower and Ecoware must be commenced
before the Milan courts, unless otherwise chosen by SunPower, and Ecoware
irrevocably submits to the jurisdiction of the Milan courts, or the other court
chosen by SunPower, and waives any objection it might have to either the
jurisdiction of or venue in such courts.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      19.           Assignment.

      


      Except as
provided herein, no party shall assign this Agreement without the prior written
consent of the other parties hereto and any purported assignment without such
consent shall be deemed null and void.

      


      Notwithstanding
the foregoing, SunPower shall be permitted to assign this Agreement without
Ecoware’s consent to its Affiliates or in connection with a merger or sale of
all or substantially all of its assets.

      


      Ecoware
may assign a Purchase Order under this Agreement in favor of a third party
before acceptance of the Purchase Order by SunPower subject to: (i) SunPower
prior written consent; and (ii) payment by Ecoware or the assignee of the price
of the Solar Panels before shipping.

      


      20.           Publicity.

      


      No party
shall make or authorize any news release, advertisement, or other disclosure
which shall confirm the existence or convey any aspect of this Agreement without
the prior written consent of the other parties except as may be required to
perform this Agreement or a Purchase Order, or as required by applicable law,
rule or regulation.

      


      21.           Complete Agreement;
Modifications.

      


      This
Agreement, including all exhibits, schedules, purchase orders, and annexes
hereto, contains the complete and entire agreement among the parties as to the
subject matter hereof  and replaces and supersedes any prior or
contemporaneous communications, representations or agreements, whether oral or
written, with respect to the subject matter of this Agreement.

      


      No
modification of the Agreement shall be binding unless it is writing and signed
by both parties.

      


      22.           No Right of
Offset.

      


      Notwithstanding
anything herein, Ecoware shall not be entitled to offset any amounts it
otherwise owes SunPower under this Agreement by the amount of any default in
payment obligations of SunPower, including but not limited any penalties or
liquidated damages owed by SunPower  under Schedule “1”.

      


      23.           Force
Majeure.

      


      Notwithstanding
anything to the contrary in this Agreement or any schedule hereto, no party
shall be considered in default of performance under this Agreement or a Purchase
Order to the extent that performance of such obligations is delayed or prevented
by reasons beyond the reasonable control of such party, including but not
limited to fire, flood, hurricanes, earthquake or similar natural disasters,
riot, war, terrorism, radical changes in government import/export regulations,
labor strikes or civil strife.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      24.           Notices.

      


      All
notices shall be delivered by fax, registered letter, courier or hand delivered
to the person below.  Notice shall be effective upon
receipt.

      


      
        	
                To
      SunPower:

                 

                SunPower
      GmbH

                Wiesenstr.
      3

                60385
      Frankfurt

                Germany

                Fax:  +49-69-956347199

                Attn:  Jörn
      Jürgens

              	
                To
      Ecoware:

                 

                Ecoware
      S.p.A.

                Via
      nona strada 9

                35129
      Padova

                Italy

                Fax:  +39-049-7387638

                Attn: Leopoldo
      Franceschini

              


      

      


      25.           Limitation of
Liability.

      


      Except as
otherwise expressly stated herein and subject to mandatory limitations under
applicable law, in no event shall any party hereto be liable to any other party
hereto or any third party for any indirect, consequential, incidental, punitive
or special damages whatsoever, without regard to cause or theory of liability
(including, without limitation, damages incurred by such other party or such
third party for loss of business profits or revenue, business interruption, loss
of business information or other pecuniary loss) arising out of this
Agreement.

      


      26.           Schedules.

      


      The
following Schedules are integral and essential part of the
Agreement:

      


      “1”:                      Basic
Terms of Sale – Solar Panels;

      “2”:                      Form
of Purchase Order;

      “3”:                      Form
of SunPower Solar Panel Warranties;

      “4”:                      Information
requirements of project details

      


      27.           Data
Processing.

      


      Pursuant
to applicable law and in relation to the personal data, which will become
available in relation to the Agreement, the parties acknowledge that they
adequately informed each other of the purposes, processing and treatment of the
respective personal data.

      


      In
particular, SunPower confirms that it shall use Ecoware’s personal data for the
following purposes:

      


      (a)
Signing and performance of this Agreement, as well as legal, tax and contractual
fulfillment related to the correct and complete management of such Agreement. In
case Ecoware refuses to provide the data for the above purposes, the activities
provided for under the Agreement may not be performed.

      


      (b)
Possible future transfer of shareholding or business.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Within
the above mentioned purposes, the personal data processing is carried out with
or without the use of electronic or automated means and, in any event, by means
which guarantee the safety and confidentiality of the processed data pursuant to
the applicable laws.

      


      Personal
data may be made available to SunPower Corporation and to the companies
belonging to SunPower Group in any country within or outside the European Union,
and may be communicated to chartered accountants, tax and legal consultants,
bank institutions, and, in general, to any other entity to which the data
communication is necessary for the correct achievement of the above listed
purposes.

      


      Ecoware
shall exercise at any time the rights granted to it by the applicable law, by
sending notice to the data controller (titolare del trattamento) SunPower Italia S.r.l.
con socio unico, Via Vittime Civili di Guerra, 548018 Faenza (Ravenna), fax no.
0546-46768.

      


      SIGNATURE
PAGE TO FOLLOW

      IN
WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date
and year first above written.

      


      


      SunPower Italia
S.r.l.:

      


      


      By:                      /s/ Thomas
Werner                                                                           

                 Name:  Thomas
Werner

                 Title:
Director

      


      


      


      By:                      /s/ Emmanuel
Hernandez                                                                           

      Name:  Emmanuel
Hernandez

      Title:    Director

      


      


      


      Ecoware S.p.A.:

      


      


      By:                      /s/ Leoppoldo
Franceschini                                                                                     

                 Name:  Leopoldo
Franceschini

                 Title:    Amministratore
Delegato  

      



      
        
          
            CONFIDENTIAL                                                              


          

           


        

        
           


          
            

          

        

        
           


          
            Execution
copy

            


          

        

      


      


       

      


      EXPRESS
ACCEPTANCE

      


      Pursuant
to Articles 1341 and 1342 of the Italian Civil Code, Ecoware confirms to have
read, understood and accepted all the clauses of the Agreement, and expressly
accepts, after further personal and analytical review, the following
Clauses:

      


      Agreement:
5 (Title and risk of loss), 8 (Warranties), 9 (Intellectual property
restrictions), 10 (Confidential or proprietary information and property), 11
(Territory and Product restrictions), 12 (Export compliance), 15 (Termination
for cause by SunPower), 17 (Applicable law), 18 (Jurisdiction), 22 (No right to
offset) and 25 (Limitation of liability).

      


      Schedule
“1”: Take or pay clause

      


      Schedule
“3”: 1 (Exclusive remedy), 2 (Exclusive right of SunPower to determine which
warranty is applicable), 3 (Cases of exclusion or limitation of the warranties
determined by SunPower, and 4 (Exclusion of any additional warranties and
limitations to the warranties).

      


      


      SunPower Italia
S.r.l.:

      


      


      By:                      /s/ Thomas
Werner                                                                           

      Name:  Thomas
Werner

      Title: Director

      


      


      


      By:                      /s/ Emmanuel
Hernandez                                                                           

      Name:  Emmanuel
Hernandez

      Title:    Director

      


      


      


      Ecoware S.p.A.:

      


      


      By:                      /s/ Leopoldo
Franceschini                                                                                     

      Name:  Leopoldo
Franceschini

      Title:    Amministratore
Delegato 

      



      
        
          
             CONFIDENTIAL                                                             


            


          

           


        

        
           


          
            

          

        

        
           


          
            Execution
copy

            


          

        

      


      


      Schedule
“1” – Solar Panels

      
        


      

      
        	
                Shipping
      period 2009

              	 
      	 
      	 
      	 
      	 
      
	
                Quarter
      of shipment

              	
                Q1

              	
                Q2

              	
                Q3

              	
                Q4

              	
                Annual
      Total

              
	
                Quantity
      (MWp)

              	
                ***

              	
                ***

              	
                ***

              	
                ***

              	
                ***

              
	
                Price
      (Euro/Wp)

              	
                ***

              	
                ***

              	
                ***

              	
                ***

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Shipping
      period 2010

              	 
      	 
      	 
      	 
      	 
      
	
                Quarter
      of shipment

              	
                Annual
      Total

              	 
      	 
      	 
      	 
      
	
                Quantity
      (MWp)

              	
                ***

              	 
      	 
      	 
      	 
      
	
                Price
      (Euro/Wp)

              	
                ***

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Shipping
      period 2011

              	 
      	 
      	 
      	 
      	 
      
	
                Quarter
      of shipment

              	
                Annual
      Total

              	 
      	 
      	 
      	 
      
	
                Quantity
      (MWp)

              	
                ***

              	 
      	 
      	 
      	 
      
	
                Price
      (Euro/Wp)

              	
                ***

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Shipping
      period 2012

              	 
      	 
      	 
      	 
      	 
      
	
                Quarter
      of shipment

              	
                Annual
      Total

              	 
      	 
      	 
      	 
      
	
                Quantity
      (MWp)

              	
                ***

              	 
      	 
      	 
      	 
      
	
                Price
      (Euro/Wp)

              	
                ***

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      Price
Adjustment For Changes
in Exchange Rate

      If the
average closing exchange rate for conversion of U.S. dollars into Euro currency
falls below ***, or rises above ***, as reflected by Bloomberg for a continuous
period of not less than *** weeks, then the parties agree to meet and
renegotiate in good faith the price of Solar Panels under this
Agreement.   During the period of the renegotiation, and for the
following fiscal quarter, the prices for the Solar Panels shall remain as stated
in this Agreement.

      


      Quarterly
Allocations

      


      No later
than 1st October
each year the parties shall establish a written quarterly shipping schedule
allocating the annual volume commitments described in the table above (for 2010
and subsequent years) for the following calendar year.  Such quarterly
schedule shall become a binding commitment by the parties to transact such
quarterly quantities for such year; provided that either party may notify the
other party, no later than *** calendar days prior to the start of a particular
quarter, of up to a +/- ***% variation of such quarter’s quantity and no later
than *** calendar days prior to the start of a particular quarter, of up to a
+/- ***% variation of such quarter’s quantity (without triggering the quarterly
penalties described below).

      


      Ecoware
shall submit its request for a given quarter’s product mix no later than ***
calendar days prior to the start of such quarter, and the parties shall use good
faith efforts to agree on such product mix for such quarter promptly thereafter.
In case the parties have not been able to reach an agreement on the product mix
for a concrete quarter *** calendar days prior to the start of the quarter, the
product mix for the previous quarter shall apply.

      


      ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Solar Panel Specifications
(per the peak watts of power output for the
modules)

      


       

      
        	
                (1)  

              	
                SPR
      *** Wp (or greater) 72 cell Solar Panel (e.g., SunPower *** Wp Solar
      Panel)

              


      

       

       

      
        	
                (2)  

              	
                SPR
      *** Wp (or greater) 96 cell Solar Panel (e.g., SunPower *** Wp Solar
      Panel)

              


      

       

       

      Notes:

       

       

      
        	
                n  

              	
                In
      accordance with Section 1(a) of the Agreement, SunPower may from time to
      time modify the description or specifications of the Solar Panels upon ***
      months’ prior written notice to
Ecoware.

              


      

       

       

      
        	
                n  

              	
                Pricing
      is on a rated watt peak basis.  For example, pricing for each
      SunPower *** Wp Solar Panel is *** Wp times the Euro/Wp price contained in
      Schedule
      “1”.

              


      

       

      


      Penalties

      


      Ecoware’s Failure to Meet Quantity
Commitments:  This Agreement is a “take or pay agreement” such
that Ecoware is absolutely and irrevocably required to accept and pay for the
contracted volume of Solar Panels per year at the prices set forth in the table
above.  In the event that Ecoware fails to order and take
delivery of its contracted volume in a given year, SunPower shall invoice
Ecoware for the differential at full contract price and Ecoware will pay the
same within *** calendar days of invoice date.  Ecoware specifically
acknowledges and accepts that it will be liable for the full purchase price of
volume differential between the quantity ordered and the contracted volume for
the relevant year.  In addition to the foregoing, in any quarter in
which Ecoware fails to purchase the aggregate quantities required for
such quarter described in the table above, or agreed upon between the
parties, SunPower shall invoice Ecoware for the differential at full contract
price and Ecoware will pay the same within *** calendar days of invoice date;
provided that the maximum number of Solar Panels shortfall included in such
calculation shall be no more than *** percent (***%) of the aggregate Solar
Panels quantity required for the applicable year. For the avoidance of doubt,
the foregoing annual and quarterly financial penalties are independent of one
another and neither penalty shall offset the other.

      


      SunPower’s Failure to Meet Quantity
Commitments:  SunPower is absolutely and irrevocably required
to ship the contracted volume of Solar Panels per year at the prices set forth
in the table above. In the event that SunPower fails to ship its contracted
volume in a given year, Ecoware shall invoice SunPower for the differential at
full contract price and SunPower will pay the same within *** calendar days of
invoice date.  SunPower specifically acknowledges and accepts that it
will be liable to pay Ecoware the full purchase price of volume differential
between the quantity shipped and the contracted volume for the relevant year. In
addition to the foregoing, in any quarter in which SunPower fails to ship the
aggregate quantities required for such quarter described in the table above, or
agreed upon between the parties, Ecoware shall invoice SunPower for the
differential at full contract price and Ecoware will pay the same within ***
calendar days of invoice date; provided that the maximum number of Solar Panels
shortfall included in such calculation shall be no more than *** percent (***%)
of the aggregate Solar Panels quantity required for the applicable year. For the
avoidance of doubt, the foregoing annual and quarterly financial penalties are
independent of one another and neither penalty shall offset the
other.

      


       

      Option to increase the
annual commitment

       

       

      


       

      
        	 
      	
                2009

              	
                2010

              	
                2011

              	
                2012

              
	
                MW

              	
                ***

              	
                ***

              	
                ***

              	
                ***

              
	
                Price
      (Euro/Wp)

              	
                ***

              	
                ***

              	
                ***

              	
                ***

              


      

      


      No later
than 1st
November of each year the parties may agree to increase the annual volume
commitments for the following calendar year by the amounts described in the
table above. The increased annual volume shall become a binding commitment of
the parties to purchase and sell such quantity for such year. The mutual
agreement to increase the annual volume commitments for a calendar year shall be
in writing and signed by both parties according to Section 21.

      


      ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ***

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      SunPower Italia
S.r.l.:

      


      


      By:                      /s/ Thomas
Werner                                                                           

      Name:  Thomas
Werner

      Title: Director

      


      


      


      By:                      /s/ Emmanuel
Hernandez                                                                           

      Name:  Emmanuel
Hernandez

      Title:    Director

      


      


      


      Ecoware S.p.A.:

      


      


      By:                      /s/ Leopoldo
Franceschini                                                                                     

      Name:  Leopoldo
Franceschini

      Title:    Amministratore
Delegato

      


      


      


      


      


      


      


      


      


      


      


      


      ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

      



      
        
          
             CONFIDENTIAL                                                             


            


          

           


        

        
           


          
            

          

        

        
           


          
            Execution
copy

            


          

        

      


      Schedule
“2”

       

      

                   


    

    (Company
logo and address of Ecoware)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


    TO: SunPower Italia
S.r.l.
 
 
 


    PURCHASE
ORDER
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


    Attn:
 
 
 
 
 
 
 
 
 
 
 
 
 


    Date:
 
 
 
 
 


    PO#:
 
 
 
 
 
 
 
 
 


    BILL
TO:
 


    SHIP
TO:
 
 
 
 


    Name of
Company (Ecoware)

    Name
of Company (e.g. Ecoware)
 
 


    Address
 


    Address
 
 
 
 


    Address
 


    Address
 
 
 
 


    Address
 


    Tel:
 
 
 
 


    Address
 


    Fax:
 
 
 
 
 
 


    Attn:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


    Marks
& Nos.

    Description
of Goods

    Quantity

    U/M

    Unit
Price

    Amount
 
 
 
 
 
 
 
 


    (Ecoware's
Part #)
 


    PCS
 
 
 
 
 


    (if
applicable)
 


    PCS
 
 
 
 
 
 
 


    PCS
 
 
 
 
 
 
 


    PCS
 
 
 
 
 
 
 
 


    PCS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


    TOTALS:

    USD
0.00
 


    
    


    
      
        
           CONFIDENTIAL                                                             


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Payment
      Terms: net 45 calendar days after delivery

            	 
      	 
      	 
      	 
      	 
      	 
      
	
              Trade
      Term:

            	 
      	 
      	 
      	 
      	 
      	 
      
	
              Notes:

            	 
      	 
      	 
      	 
      	 
      
	
              Purchase
      Order governed by the Photovoltaic Equipment Master Supply Agreement dated
      November 4, 2008.

            	 
      	 
      	 
      	 
      	 
      	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
“3”

    
      	
               

              Limited
      Warranty Statement

            	
               

              Certificato di Garanzia
      Limitata

            
	
              SUNPOWER
      LIMITED WARRANTY FOR PV MODULES

              SPR-225-xxx-x,
      SPR-220-xxx-x, SPR-215-xxx-x, SPR-210-xxx-x, SPR-205-xxx-x, SPR-200-xxx-x,
      SPR-90-xxx-x (“xxx-x” define product variants)

            	
              GARANZIA
      LIMITATA SUNPOWER PER PANNELLI SOLARI

              SPR-225-xxx-x,
      SPR-220-xxx-x, SPR-215-xxx-x, SPR-210-xxx-x, SPR-205-xxx-x, SPR-200-xxx-x,
      SPR-90-xxx-x (“xxx-x” definisce le varianti di
prodotti)

            
	
              1.Limited
      Product Warranty – Ten (10) Year Repair, Replacement or Refund
      Remedy

            	
              1.Garanzia
      Limitata sul Prodotto – Dieci (10) Anni per Riparazione, Sostituzione o
      Rimborso

            
	
              SunPower
      Italia S.r.l. with sole quotaholder, with registered office in Milan, via
      Turati 16/18, corporate capital Euro 100,000, fully paid in, registered
      with the Registro delle
      Imprese of Milan, tax and VAT No. 05957070963 (SunPower) warrants that
      for ten (10) years from the date of delivery, its photovoltaic modules
      ("Solar Panels")
      shall be free from defects in materials and workmanship under normal
      application, installation, use and service conditions.

            	
              SunPower
      Italia S.r.l. con socio unico, con sede legale in Milano, Via Turati
      16/18, capitale sociale Euro 100.000, interamente versato, iscritta al
      Registro delle Imprese di Milano, C.F. e partita IVA 05957070963 (SunPower) garantisce che
      per dieci (10) anni a partire dalla data di consegna i suoi pannelli
      solari fotovoltaici (“Pannelli Solari”)
      saranno privi di difetti di materiali e di manodopera in condizioni di
      normale applicazione, installazione, utilizzo e
    manutenzione.

            
	
              If
      the Solar Panels fail to conform to this warranty, then for a period
      ending ten (10) years from date of delivery, SunPower will, at its option,
      either repair or replace the product, or refund the purchase price as paid
      by Ecoware ("Purchase
      Price").

            	
              Qualora
      i Pannelli Solari non rispettino la garanzia, per un periodo di dieci (10)
      anni dalla data di consegna, SunPower, a propria scelta, riparerà o
      sostituirà il prodotto, ovvero rimborserà il prezzo di acquisto pagato da
      Ecoware (“Prezzo di
      Acquisto”).

            
	
              The
      repair, replacement or refund remedy shall be the sole and exclusive
      remedy provided under the Limited Product Warranty and shall not extend
      beyond the ten (10) year period set forth herein.

            	
              La
      riparazione, la sostituzione o il rimborso saranno l’unico ed esclusivo
      rimedio in base alla Garanzia Limitata sul Prodotto, e non si estenderanno
      oltre il periodo di dieci (10) anni qui stabilito.

            
	
              This
      Limited Product Warranty does not warrant a specific power output, which
      shall be exclusively covered under clause 2 hereinafter (Limited Power
      Warranty).

            	
              La
      presente Garanzia Limitata sul Prodotto non garantisce una specifica
      potenza di uscita, la quale sarà coperta esclusivamente dalla successiva
      clausola 2 (Garanzia Limitata sulla Potenza).

            
	
              2.
      Limited Power Warranty

            	
              2.
      Garanzia Limitata sulla Potenza

            
	
              SunPower
      additionally warrants:

            	
              SunPower
      fornisce anche la seguente garanzia:

            
	
              If,
      within twelve (12) years from date of delivery to Ecoware any Solar Panels
      exhibits a power output less than 90% of the Minimum Peak Power1 as specified at the date of delivery in
      SunPower's Product datasheet, provided that such loss in power is
      determined by SunPower (at its sole and absolute discretion) to be due to
      defects in material or workmanship  SunPower will replace such
      loss in power by either providing to Ecoware additional Solar Panels to
      make up such loss in power or by providing monetary compensation
      equivalent to the cost of additional Solar Panels required to make up such
      loss in power or by repairing or replacing the defective Solar Panels, at
      the option of SunPower

            	
              Se,
      entro dodici (12) anni dalla data di consegna a Ecoware, un qualsiasi
      Pannello Solare manifesti una potenza di uscita inferiore al 90% del
      Rendimento di Potenza Minimo2 specificato alla data di consegna nel
      foglio-dati del Prodotto SunPower, a condizione che SunPower concluda (a
      sua esclusiva ed assoluta discrezione) che la perdita di potenza dipende
      da difetti di materiali o di manodopera, SunPower risarcirà tale perdita
      di potenza con la fornitura a Ecoware di ulteriori Pannelli Solari per
      eliminare tale perdita di potenza, o con il pagamento di un risarcimento
      in denaro pari al costo degli ulteriori Pannelli Solari necessari per
      compensare la perdita di potenza, ovvero riparando o sostituendo i
      Pannelli Solari difettosi, a scelta di SunPower.

            
	
              SunPower
      additionally warrants:

            	
              SunPower
      fornisce anche la seguente garanzia:

            
	
              If,
      within twenty five (25) years from date of delivery to Ecoware any Solar
      Panels exhibits a power output less than 80% of the Minimum Peak
      Power1 as
      specified at the date of delivery in SunPower's Product datasheet,
      provided that such loss in power is determined by SunPower (at its sole
      and absolute discretion) to be due to defects in material or workmanship
      SunPower will replace such loss in power by either providing to Ecoware
      additional Solar Panels to make up such loss in power or by providing
      monetary compensation equivalent to the cost of additional Solar Panels
      required to make up such loss in power or by repairing or replacing
      the defective Solar Panels, at the option of SunPower.

            	
              Qualora,
      entro venticinque (25) anni dalla data della consegna a Ecoware, un
      qualsiasi Pannello Solare manifesti una potenza di uscita inferiore
      all’80% del Rendimento di Potenza Minimo specificato alla data di consegna
      nel foglio-dati del Prodotto SunPower, a condizione che SunPower concluda
      (a sua esclusiva ed assoluta discrezione) che la perdita di potenza
      dipende da difetti di materiali o di manodopera, SunPower risarcirà tale
      perdita di potenza con la fornitura a Ecoware di ulteriori Pannelli Solari
      per eliminare tale perdita di potenza, o con il pagamento di un
      risarcimento in denaro pari al costo degli ulteriori Pannelli Solari
      necessari per compensare la perdita di potenza, ovvero riparando o
      sostituendo i Pannelli Solari difettosi, a scelta di
    SunPower.

            
	
              3.
      Exclusions and limitations

            	
              3.
      Esclusioni e limitazioni

            
	
              (a)
      Warranty claims must in any event be filed within the applicable Warranty
      period.

            	
              (a)
      Le richieste di garanzia devono in ogni caso essere consegnate entro il
      periodo di Garanzia applicabile.

            
	
              (b)
      Without prejudice to any mandatory law provision, warranty claims may only
      be made by, or on the behalf of, Ecoware or a person to whom title has
      been transferred for the Solar Panels.

            	
              (b)
      Senza pregiudizio per alcuna disposizione imperativa di legge, le
      richieste di garanzia possono essere inoltrate solo da, o nell’interesse,
      di Ecoware, ovvero da persona alla quale sia

               

              stata
      trasferita la proprietà sui Pannelli Solari.

            
	
              (c)
      The Limited Warranties do not apply to any of the
    following:

            	
              c)
      La Garanzie Limitate non si applicano a nessuno dei seguenti
      casi:

            
	
              1.
      Solar Panels which in SunPower's absolute judgment have been subjected to:
      misuse, abuse, neglect or accident; alteration, improper installation,
      application or removal, including but not limited to installation,
      application or removal by any party other than a SunPower authorized
      dealer; non-observance of SunPower's installation, users and/or
      maintenance instructions; repair or modifications by someone other
      than an approved service technician of SunPower; power failure surges,
      lightning, flood, fire, accidental breakage or other events outside
      SunPower's control.

            	
              1.
      Pannelli Solari che, secondo l’insindacabile giudizio di SunPower, sono
      stati sottoposti a: utilizzo scorretto, abuso, negligenza o incidenti;
      alterazione, installazione, impiego o rimozione impropri, inclusi, ma non
      limitatamente a, installazione, impiego o rimozione da parte di qualunque
      soggetto diverso da un operatore autorizzato da SunPower; mancato rispetto
      delle istruzioni di SunPower per l’installazione, delle istruzioni per gli
      utenti e/o per la manutenzione; riparazioni o modifiche apportate da
      qualcuno che non sia un tecnico di servizio approvato da SunPower; picchi
      di mancanza di potenza; fulmine, inondazione, incendio, guasto accidentale
      o altri eventi al di fuori del controllo di SunPower.

            
	
              2.
      Cosmetic defects stemming from normal wear and tear of Solar Panels
      materials.

            	
              2.
      Difetti superficiali derivanti da normale uso ed usura dei materiali dei
      Pannelli Solari.

            
	
              3.
      Solar Panels installed in locations, which in SunPower’s absolute judgment
      may be subject to direct contact with salt water.

            	
              3.
      Pannelli Solari installati in postazioni che, secondo insindacabile
      giudizio di SunPower, possono essere soggette a contatto diretto con acqua
      salata.

            
	
              (d)
      The Limited Warranties do not cover any transportation costs for return of
      the Solar Panels, or for reshipment of any repaired or replaced Solar
      Panels, or cost associated with installation, removal or reinstallation of
      the Solar Panels.

            	
              (d)
      Le Garanzie Limitate non coprono alcun costo di trasporto per la
      restituzione dei Pannelli Solari, o per la rispedizione di Pannelli Solari
      riparati o sostituiti, né alcun costo connesso all’installazione, alla
      rimozione o alla reinstallazione dei Pannelli Solari.

            
	
              (e)
      When used on a mobile platform of any type, the Limited Power Warranty,
      applying to any of the Solar Panels shall be limited to twelve (12) years
      as per the provisions of clause 2(a) hereof.

            	
              (e)
      Quando utilizzati su una piattaforma mobile di qualsiasi tipo, la Garanzia
      Limitata di Potenza, che si applica a qualsiasi Pannello Solare, sarà
      limitata a dodici (12) anni secondo le disposizioni di cui alla clausola
      2(a) del presente documento.

            
	
              (f)
      Warranty claims will not apply if the type or serial number of the Solar
      Panels is altered, removed or made illegible.

            	
              (f)
      Le richieste di garanzia non saranno prese in considerazione se il tipo o
      il numero seriale del Pannello Solare è stato alterato, rimosso o reso
      illeggibile.

            
	
              4.
      Limitation of Warranty Scope

            	
              4.
      Ambito della Limitazione di Garanzia

            
	
              SUBJECT TO THE MANDATORY
      LIMITATIONS UNDER APPLICABLE LAW, THE LIMITED WARRANTIES SET FORTH HEREIN
      ARE EXPRESSLY IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS OR IMPLIED
      WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND
      OF FITNESS FOR PARTICULAR PURPOSE, USE, OR APPLICATION, AND ALL OTHER
      OBLIGATIONS OR LIABILITIES ON THE PART OF SUNPOWER, UNLESS SUCH OTHER
      WARRANTIES, OBLIGATIONS OR LIABILITIES ARE EXPRESSLY AGREED TO IN WRITING
      SIGNED AND APPROVED BY SUNPOWER.

            	
              NEL
      RISPETTO DELLE LIMITAZIONI VINCOLANTI AI SENSI DELLA LEGGE APPLICABILE, LE
      GARANZIE LIMITATE DI CUI AL PRESENTE DOCUMENTO SONO ESPRESSAMENTE PATTUITE
      IN SOSTITUZIONE, ED ESCLUDONO, OGNI ALTRA GARANZIA ESPLICITA O IMPLICITA,
      INCLUSE, MA NON LIMITATAMENTE A, LE GARANZIE DI COMMERCIABILITÀ E DI
      IDONEITÀ AD UNO SCOPO PARTICOLARE, O DI UTILIZZO, E OGNI ALTRA
      OBBLIGAZIONE O RESPONSABILITÀ DA PARTE DI SUNPOWER, A MENO CHE TALI ALTRE
      GARANZIE, OBBLIGAZIONI O RESPONSABILITÀ SIANO ESPRESSAMENTE CONCORDATE PER
      ISCRITTO, SOTTOSCRITTE ED APPROVATE DA SUNPOWER.

            
	
              SUBJECT TO THE MANDATORY
      LIMITATIONS UNDER APPLICABLE LAW, SUNPOWER SHALL HAVE NO RESPONSIBILITY OR
      LIABILITY WHATSOEVER FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY OR FOR
      OTHER LOSS OR INJURY RESULTING FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR
      RELATED TO THE PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS IN THE MODULE, OR
      FROM USE OR INSTALLATION.

            	
              NEL
      RISPETTO DELLE LIMITAZIONI VINCOLANTI AI SENSI DELLA LEGGE APPLICABILE,
      SUNPOWER NON SARÀ SOGGETTA AD ALCUNA RESPONSABILITÀ OD OBBLIGAZIONE DI
      ALCUN TIPO PER DANNI O LESIONI A PERSONE O PROPRIETÀ, O PER ALTRE PERDITE
      O LESIONI DERIVANTI DA QUALUNQUE CAUSA ORIGINATA DA, O IN RELAZIONE AL
      PRODOTTO, INCLUSO, SENZA LIMITAZIONI, QUALUNQUE DIFETTO NEL PANNELLO
      SOLARE, OVVERO DERIVANTI DALL’UTILIZZO O
    DALL’INSTALLAZIONE.

            
	
              SUBJECT
      TO MANDATORY LIMITATIONS UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES
      SHALL SUNPOWER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES,
      HOWSOEVER CAUSED, LOSS OF USE, LOSS OF PROFITS, LOSS OF PRODUCTION, LOSS
      OF REVENUES ARE THEREFORE SPECIFICALLY BUT WITHOUT LIMITATION
      EXCLUDED.

            	
              NEL
      RISPETTO DELLE LIMITAZIONI VINCOLANTI AI SENSI DELLA LEGGE APPLICABILE, IN
      NESSUN CASO SUNPOWER SARÀ RESPONSABILE PER DANNI INCIDENTALI, CONSEGUENTI
      O SPECIALI COMUNQUE CAGIONATI. LE PERDITE DI UTILIZZO, DI PROFITTI, DI
      PRODUZIONE, DI ENTRATE SONO PERTANTO SPECIFICAMENTE ESCLUSE, PUR SENZA
      LIMITAZIONE.

            
	
              SUBJECT
      TO THE LIMITATIONS UNDER APPLICABLE LAW, SUNPOWER'S AGGREGATE LIABILITY,
      IF ANY, IN DAMAGES OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE PAID
      TO SUNPOWER BY ECOWARE, FOR THE UNIT OF PRODUCT OR SERVICE FURNISHED OR TO
      BE FURNISHED, AS THE CASE MAY BE, WHICH GAVE RISE TO THE WARRANTY
      CLAIM.

            	
              NEL
      RISPETTO DELLE LIMITAZIONI SANCITE DALLA LEGGE APPLICABILE, LA
      RESPONSABILITÀ COMPLESSIVA DI SUNPOWER, OVE SUSSISTA, PER DANNI O ALTRO,
      NON SARÀ SUPERIORE AL PREZZO DI ACQUISTO PAGATO A SUNPOWER DA ECOWARE, PER
      L’UNITÀ DI PRODOTTO O IL SERVIZIO FORNITO O DA FORNIRE, A SECONDA DEI
      CASI, CHE HA DATO ORIGINE ALLA RICHIESTA DI GARANZIA.

            
	
              5.
      Obtaining Warranty Performance

            	
              5.
      Ottenere l’Applicazione della Garanzia

            
	
              If
      you feel you have a justified claim covered by this Limited Warranty,
      immediately notify SunPower Italia S.r.l., via Vittime Civili di Guerra 5,
      48018 Faenza, Ravenna, fax No. 0546-46900, e-mail info@sunpowercorp.it,
      directly. In addition, please enclose evidence of the date of delivery of
      the Solar Panels.

            	
              Se
      ritenete di avere una richiesta giustificata coperta dalla presente
      Garanzia Limitata, notificate immediatamente la richiesta per iscritto a
      SunPower Italia S.r.l., via Vittime Civili di Guerra 5, 48018 Faenza,
      Ravenna, fax No. 0546-46900, e-mail info@sunpowercorp.it. Inoltre, per
      cortesia allegate la prova della data di consegna del Pannello
      Solare.

            
	
              If
      further assistance is required, please write to SunPower for
      instructions.

            	
              Se
      necessitate ulteriore assistenza, per cortesia scrivete a SunPower per
      ricevere indicazioni.

            
	
              The
      return of any Solar Panels will not be accepted unless prior written
      authorization has been given by SunPower.

            	
              La
      restituzione di qualsiasi Pannello Solare non sarà accettata senza
      preventiva autorizzazione scritta rilasciata da
  SunPower.

            


    

    


    


    SunPower Italia
S.r.l.:

    


    


    By:                      /s/ Thomas
Werner                                                                           

    Name:  Thomas
Werner

    Title: Director

    


    


    


    By:                      /s/ Emmanuel
Hernandez                                                                           

    Name:  Emmanuel
Hernandez

    Title:    Director

    


    


    


    Ecoware S.p.A.:

    


    


    By:                      /s/ Leopoldo
Franceschini                                                                                     

    Name:  Leopoldo
Franceschini

    Title:    Amministratore
Delegato

    

      

    

      
       

      1“Minimum Peak
Power” = Peak power minus the Peak power
tolerance (as specified in SunPower’s Product datasheet).   “Peak
power” is the power in peak watts that a PV module generates at STC (Standard
Test conditions: Irradiance of 1000 W/m2, light spectrum AM
1.5g and a cell temperature of 25 degrees C)

    

      
      2
Rendimento di Potenza
Minimo: Rendimento di Potenza meno la tolleranza del Rendimento di Potenza (come
specificata nel foglio dati del Prodotto SunPower). Rendimento di Potenza
è la potenza in
rendimento di watt che un Pannello Solare genera alle STC (Condizioni Standard
di Prova: Irradiazione di 1000 W/m2, spettro di luce AM 1.5g e
temperatura cellulare di 25 gradi C).

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
“4”

    


    Information
requirements on project details

    


    
      	
              (1)  

            	
              Project
      description (type of mounting
system)

            


    

    
      	
              (2)  

            	
              Project
      schedule (Which part is constructed and
when)

            


    

    
      	
              (3)  

            	
              Project
      location (address)

            


    

    
      	
              (4)  

            	
              Size
      of project (kWp)

            


    

    
      	
              (5)  

            	
              Modules
      used for project (list of containers or invoice numbers showing which
      modules were used for the project)