Exhibit 4.49


 


Sales Contract


	 	Contract No.


 


Parties to this Sales Contract dated 2013-05-16
(“Sales Contract”) are:


 


CSUN Eurasia Energy Systems Industry
and Trade Inc.,


a company duly organized, validly existing
and in good standing as a legal person under the laws of Turkey, with its office address at Istanbul Industrial & Free Trade
Zone Akif Kopuz St. No: T-10, B Block, 2nd floor, Aydinli-Tuzla 34957 ISTANBUL (Hereinafter referred to as “Seller”)


China Sunergy Europe GmbH,


a company duly organized, validly existing
and in good standing as a legal person under the laws of Germeny, with its office address at Schillerstraße 42-44 ∙
60313 Frankfurt ∙ Germany (Hereinafter referred to as “Buyer”)


 


Buyer hereby agrees to buy and Seller hereby
agrees to sell the under mentioned Goods according to the terms and conditions stipulated herein:


 


1. Goods Description:


 


	 	 	 	 	Agreed Quantity	 	 	Unit Price	 	 	 	 
	Item	 	Description of 
 Goods	 	(W)	 	 	(PCS)	 	 	( € /W)	 	 	(€ /PC)	 	 	Total Amount
 (€ )	 
	1	 	CSUN240-60P	 	 	1200000	 	 	 	5000	 	 	 	0.54	 	 	 	129.60	 	 	 	648000.00	 
	2	 	CSUN245-60P	 	 	2450000	 	 	 	10000	 	 	 	0.54	 	 	 	132.30	 	 	 	1323000.00	 
	3	 	CSUN250-60P	 	 	6250000	 	 	 	25000	 	 	 	0.54	 	 	 	135.00	 	 	 	3375000.00	 
	4	 	CSUN255-60P	 	 	1275000	 	 	 	5000	 	 	 	0.54	 	 	 	137.70	 	 	 	688500.00	 
	5	 	Qsar260-60M	 	 	2080000	 	 	 	8000	 	 	 	0.58	 	 	 	150.80	 	 	 	1206400.00	 
	6	 	Qsar265-60M	 	 	1325000	 	 	 	5000	 	 	 	0.58	 	 	 	153.70	 	 	 	768500.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	8009400.00	 





 


Total (in words): EIGHT
MILLION NINE THOUSAND FOUR HUNDRED EURO


 


Note:


The warranty of product shall be 10 years
and shall be transferrable, in accordance with the Limited Warranty for PV Modules (Article 9. Warranty Transfer), to any customer
to which the Buyer transfers the modules under the conditions that CSUN Eurasia Energy Systems Industry and Trade Inc. makes
a formal statement of the warranty transfer to the seller in writing.


 




    	 



    	 



    

 


The aforesaid Price shall be subject to
the Trade Term of DDP Düsseldorf under Incoterms 2010.


 


The agreed price is exclusive of any and all
taxes, customs duties, license fees and the like that shall be borne by Buyer under the Terms stipulated herein.


 


2. Payment


100% of the total contract amount shall
be paid by Buyer through T/T within 90 days after the issue date of the transport document of the goods.


 


3. Shipment of Goods


3.1 The Goods shall be transported within
5 days after signing of the Sales Contract


 


3.2 Delivery
Place


The goods
hereunder shall be delivered from ISTANBUL TURKEY.


 


Final destination:


Zum Gut
Heiligendonk 16-20 40472 Düsseldorf


 


4. Packing


 


Seller is responsible for packing and the
packing shall be in accordance with the standard of (1). Seller shall be liable for damages of the Goods under the Sales Contract
as the result of inadequate or improper packing, except for losses or damages as the result of the fault of the forwarder or of
the causes that are beyond control of, or not imputable to Seller.


 


(1) Standard export packing for ocean transportation.


 


(2) Standard export packing for air transportation.


 


5. Effectiveness of Contract


 


The Sales Contract shall be made in two
identical and same copies with each Party keeping one copy, and shall become effective upon being signed and sealed by Seller and
Buyer.


 


6. Contract Provisions


 


6.1 Other
provisions hereof shall refer to Annex: General Terms and Conditions.


 


6.2 Either
party that changes its contact person shall forthwith notify the other Party in written.


 


6.3 Any amendments to the General Terms
and Conditions shall be stipulated herebelow (if any): none


 




    	 



    	 



    

 


	Seller: CSUN
    Eurasia Energy	Buyer: China Sunergy Europe GmbH
	 	 
	  Systems Industry and Trade Inc	 
	 	 
	Signature/Seal:	Signature/Seal:
	 	 
	/s/ CSUN Eurasia Energy	/s/ China Sunergy Europe GmbH
	  Systems Industry and Trade Inc	 
	 	 
	Title:	Title: