EX-4.37 6 v309075_ex4-37.htm EXHIBIT 4.37

 

China Sunergy (Nanjing) Co., Ltd CSUN-RE-LE-0010

 

Exhibit 4.37

 

English Translation for Reference Only

 

CSUN Silicon Wafers (Materials) Purchase Contract

 

  Contract No.: NPM111105
   
  Signature place: Jiangning District, Nanjing

 

Seller: CEEG (Nanjing) Semiconductor Co., Ltd.   Buyer: China Sunergy (Nanjing) Co., Ltd.
Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing   Address: No.123, Focheng West Road, Jiangning Economic & Technological  Development Zone, Nanjing
Contact person of Contract: Zhang Yang   Contact person of Contract: Liu Shijie
Contact No.:025-52095899       Contact No.:025-52766603

 

On the principle of trustworthiness and mutual benefit, through sufficient negotiation, both parties conclude following contract over the matter of silicon wafer (materials) purchase on the basis of General Terms of CSUN Silicon Wafer (Materials) Purchase Contract recorded in Appendix One.

 

Special terms

 

–.Order

 

1.    Product name, specification model, quantity, unit price, total price

 

Order Product name Specification
model		 Unit Quantity Unit price Total price Notes
1 Polycrystalline silicon wafer M156 Wafer 1,000,000 RMB15/wafer 15,000,000 Inc. Tax
  Total in capital: Fifteen million yuan only (inc.17% VAT)in lower case:RMB15,000,000.00

 

Notes: In the term of performing contract, if the market price of silicon falls, both parties may re-decide price through negotiation on the basis of market price. If negotiation doesn't work, the buyer may terminate the contract.

 

2.    Seller's Delivery Term, Delivery Place and Transportation Mode

 

2.1 Delivery Term: The seller provides 500 thousand wafers on June 17, 2011 and 500 thousand wafers on June 21.If the seller is in short of supply, both parties may re-discuss undelivered quantity in reference to market price.

 

2.2 Delivery Place: Seller's factory

 

2.3 Transportation Mode: Automobile transportation

 

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China Sunergy (Nanjing) Co., Ltd CSUN-RE-LE-0010

 

3. Buyer's Payment Mode and Payment Time

 

After the contract takes effect, the buyer shall remit payment for goods to designated account of the seller 7 days after receiving goods from the seller.

 

II. Modification and Supplement of General Terms

 

4. Modification

 

Through sufficient negotiation, both parties modify General Terms hereof as follows:

 

4.1 Article 1.2 of General Terms is modified as follows: The buyer is responsible for transportation, transportation fee and assurance fee.

 

5. Supplementary Provision

 

Through sufficient negotiation, both parties supplement General Terms hereof as follows:

 

5.1The buyer shall accept 1‰ Fch. franchise of unacceptable silicon wafers.

 

6. Effectiveness and Others

 

6.1 The contract shall be in 2 original copies and shall take effect when both parties sign and seal it. The buyer and the seller shall hold one respectively.

 

6.2 The buyer and the seller shall deliver original of contract text to each other within 3 working days after the contract is signed. The effect of facsimile shall be equivalent to that of original.

 

6.3 The contract and its appendixes shall be indispensable parts of this contract and have seal on the perforation when they are signed. Effectiveness of special terms hereunder shall be preferential. If they aren't clearly stipulated, general terms shall be applicable to them.

 

6.4 For anything unmentioned in the contract, both parties shall negotiate otherwise and sign a supplemental agreement. The supplemental agreement shall be an effective part hereof and shall have the same legal force as this contract.

 

Appendix List:

 

Appendix One: General Terms of CSUN Silicon Wafers (Materials) Purchase Contract

 

Appendix Two: Silicon Wafers (Materials) Acceptance and Inspection Standard

 

Buyer:   Seller:
China Sunergy (Nanjing) Co., Ltd.   CEEG (Nanjing) Semiconductor Co., Ltd.
/seal/ China Sunergy (Nanjing) Co., Ltd.   /seal/ CEEG (Nanjing) Semiconductor Co., Ltd.
     
     
(Seal)   (Seal)
     
     
(Signature of authorized representative)   (Signature of authorized representative)
     
Date of signature: June 23, 2011   Date of signature: YY/MM/D

 

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China Sunergy (Nanjing) Co., Ltd CSUN-RE-LE-0010

 

Appendix One:

 

General Terms of CSUN Silicon Wafers (Materials) Purchase Contract

 

Special Explanations

 

1. General Terms recorded in this appendix shall be an important part of silicon materials (wafers) purchase contract of China Sunergy (Nanjing) Co., Ltd. Special terms in details and revision, modification and supplement of General Terms shall be indicated in the contract signed by both parties. Unless there are special provisions otherwise in the contract, the contract indicated in the appendix shall be the only basis defining rights and obligations of both parties hereof;

 

2. The seller is well informed of the meaning of every term indicated in General Terms indicated in the appendix, sufficiently understands and knows the meaning of every term of and rights, obligations and responsibilities of every item of them.

 

3. Both parties hereof shall be in a status of equal market principals, they shall both give sufficient negotiation in any content of General Terms and make modification and supplement in the contract. Therefore, no understanding is given to the format article indicated in General Terms of this appendix and unilaterally provided by China Sunergy (Nanjing) Co., Ltd., and no interpretation is given against China Sunergy (Nanjing) Co., Ltd..

 

1. Goods Packing, Transportation, Insurance and Risk Transfer

 

1.1  The seller needs to provide goods packing according to the standard of product safety transportation requirements, and shall bear responsibility of loss caused by improper packing.

 

1.2  The seller shall be responsible for transporting goods to the factory of buyer in a reasonable mode, and assuming transportation fee, insurance fee and risks of goods in transit.

 

1.3  The ownership and risks of goods hereunder shall be transferred when the goods are delivered to designated place of the factory of buyer.

 

2. Quality Standard, Quantity and Quality Inspection, Objection and Treatment

 

2.1  Quality standard shall confirm to production demand of the buyer, details of indicators and requirements, see Appendix Two: Silicon Wafers (Materials) Acceptance and Inspection Standard

 

2.2  Preliminary Acceptance: Within 10 days from the date goods arrive at the factory of buyer, the buyer shall finish quantity and appearance and quality inspection and preliminary electrical performance test on the basis of standards stipulated by the contract.

 

2.3  Internal Quality Inspection: The buyer shall finish internal quality inspection within 30 days from the date goods arrive at its factory. The buyer shall take a random selection of 10% goods which have passed preliminary acceptance for preproduction. The buyer produces Preproduction Report according to the result of preproduction; the report shall be conclusion of final inspection and acceptance standard recognized by both parties.

 

2.4  If any problem involved with quantity, appearance or internal quality is discovered, the buyer shall bring up objection within 30 days from the date goods arrive at the factory. If no objection is brought up in above-mentioned period, it shall be deemed products of the seller are acceptable.

 

1 of 3 pages Signed and issued by: legal department
 

 

China Sunergy (Nanjing) Co., Ltd CSUN-RE-LE-0010

 

2.5 If products delivered by the seller don't confirm to provisions of the contract, both parties may negotiate price reduction; if negotiation doesn't work, the seller shall be entitled to make following choice:

 

a. Returning products and requiring the seller to return payment; or

 

b. Replacing unacceptable products with acceptable products.

 

The seller shall come to the buyer's factory to accept returned goods and return payment or replace goods within 3 days from the date it receives a written notice of the buyer.

 

3. Tax Invoice

 

The seller is responsible for providing the buyer with VAT invoice in full of 17% tax rate within 10 days after delivery. If the seller doesn't provide VAT invoice within 30 days after delivery, which causes losses of the buyer, the seller shall assume the responsibility of damage and compensation for resulting losses.

 

4. Liability for Breach of Contract and Contract Termination

 

4.1 Delay breach: When one party delays performance of delivery (including delay with return and replacement), return of payment or payment obligation, it shall pay liquidated damages for delay to the other party at 0.05% value of unperformed part every day.

 

4.2 Fundamental breach: If the seller delays delivery (including delay with return and replacement), and still doesn't perform it after 7 days, it shall be deemed that it can't perform delivery and the buyer shall be entitled to notify the seller of dissolving the contract (or unperformed part of the contract).The seller shall return the payment sent or the payment for untimely delivery of goods to the buyer within 3 days from the date it receives a notice of contract dissolution in writing from the buyer and pay liquidated damages at 20% value of undelivered goods of the contract.

 

5. Contract Transfer and Contract Confidentiality

 

5.1 Without a written approval of the other party, neither party hereof may transfer all or part of rights or obligations hereunder.

 

5.2 The buyer and the seller and their employees, agents, representatives or consultants shall all deem this contract and all articles and conditions of any supplemental agreement as business secrets. Without a written approval of the other party, they must not disclose them to the third party. In case of violation, the breaching party shall assume liability for damage and compensation for all direct losses and indirect losses caused to the other party hereby.

 

6. Force Majeure

 

If one party or both parties hereof can't perform the contract due to force majeure, the party in case of force majeure shall notify the other party in writing within 7 days from the date of occurrence of force majeure and submit a written certificate document of local notarial institution within 15 days. If force majeure occurs within the period of delay performance of contract obligations, the affected party must not take force majeure as reason for removing or alleviating its liability for breach. The term of objections and notice (excluding notice of force majeure event) hereunder shall be postponed due to the reason of force majeure. If the duration time of force majeure exceeds 60 days or during the period of force majeure the market price fluctuates over±5%, both parties shall be entitled to re-discuss the price or give a written notice of contract dissolution.

 

2 of 3 pages Signed and issued by: legal department
 

 

China Sunergy (Nanjing) Co., Ltd CSUN-RE-LE-0010

 

7. Applicable Laws and Dispute Solution

 

7.1 The contract shall be concluded, interpreted and performed on the basis of laws of the People's Republic of China.

 

7.2 All disputes resulting from reasons such as effectiveness, performance and interpretation of the contract shall be negotiated friendly. If negotiation doesn't work, either party may file a lawsuit. Both parties agree the disputes are under the jurisdiction of people's court in the local place where the buyer is. Related expenses paid for lawsuit (including attorney fee, business trip fee, evidence obtaining fee, notarial fee, lawsuit fee, etc) shall be all borne by the losing party.

 

8. Miscellaneous

 

8.1 No Commercial Bribery and Non-competition: Either party and its staff must not provide improper interests directly, indirectly or by any other disguised method in the name of any person, or engage with staff (including any third person introduced) of the other party in transaction similar to the contract in any mode. In case of violation, it shall be deemed as infringement on the interests of the other party, and the breaching party shall assume liquidated damages at 20% total amount of the contract (the total shall not exceed RMB 1 million).If above-mentioned liquidated damages are not sufficient for compensating for direct or indirect losses caused to the other party hereby, the breaching party also shall assume corresponding liability for damage. The buyer's information of reports against corruption Monitoring Committee of China Sunergy (Nanjing) Co., Ltd., fax: 025-52766726.Email:JC@chinasunergy.com。

 

8.2 No Commercial FraudIf: the seller provides the buyer with false registration data, qualification certificate, information or hide facts and truth against the principle of honesty and trustworthiness so as to cheat the buyer or final user, it shall assume liquidated damages of 20% contract amount to the buyer (the total shall not exceed RMB 1 million).

 

8.3 Above-mentioned provision on the quota of liquidated damages in the article doesn't affect the liability for breach the breaching party shall assume according to other articles.

 

8.4 Mode of Notice: All notices and objections hereunder shall be sent by fax or express. If they are sent by fax, the date of sending shall be deemed as the date of receiving; if they are sent by express, the 5th date after express is sent shall be deed as the date of receiving.

 

Blank below

 

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Silicon Wafers (Materials) Acceptance and Inspection Standard
  Q/CSUN.J07.002V1.3

 

Silicon Wafers (Materials) Acceptance and Inspection Standard

 

1. Aim: Regulating inspection process of silicon wafers of China Sunergy (Nanjing) Co., Ltd., guaranteeing and sustainably improving product quality.

 

2. Scope: Used for incoming inspection process of China Sunergy (Nanjing) Co., Ltd.

 

3. Responsibility: The quality center is responsible for the work of incoming inspection of silicon wafers in strict compliance with this standard.

 

4. Content

 

4.1 Metal impurity and carbon and oxygen content standard if silicon wafers, see Table 1.

 

Table 1 Metal impurity concentration and carbon and oxygen content in silicon wafers

 

Impurity

categories

Impurity content of

basic total metal (Fe,

Cr, Ni, Cu), ppba

Impurity content of

apparent total metal

(Fe,Zn, Na), ppba

Oxygen

( atoms/cm³ )

Carbon

( atoms/cm³ )

Impurity content

(Mono-crystalline N-type)

 ≤50 ≤70 ≤9×l017 ≤5×l016

Impurity content

(Mono-crystalline P-type)

 ≤50 ≤70 ≤9×l017 ≤5×l016

Impurity content

(Polycrystalline P-type)

 ≤50 ≤70 ≤3×l017 ≤5×l017

  

4.2 Inspection Method of Silicon Water:

 

Inspection item Inspection level AQL    %
Conductive type II 1
Resistivity 1
Thickness 1
TTV 1
BOW 1
Appearance Indents 1
Chips 1
Saw marks 1
Stress 1
Cracks 1
Else 1

 

 
 

 

Silicon Wafers (Materials) Acceptance and Inspection Standard
  Q/CSUN.J07.002V1.3

 

4.2 P-type mono-crystalline silicon wafer inspection standard, see Table 2

 

Table 2 P-type mono-crystalline silicon wafer inspection standard

 

Inspection item   Acceptable standard   Inspection method   Explanations
Conductive type   P-type   Cold-heat probe testing instrument    
Resistivity(Ω·cm)   1-3/3-6   Four-point probe testing instrument    
Heterogeneous degree  of radial resistivity   RRV<25%   Four-point probe testing instrument    
Square size (mm)  

125±0.5

156±0.5

   Digital Calipers    
Diagonal line (mm)  

150±1/ 165±1

200±1/ 205±1

   Digital Calipers    
Circular arc length (mm)  

27.77-32.20/10.40-14.11

19.93-23.80/14.43-18.16

   Mould    
Square wafer angle   90o±0.3o   Angle rule    
Thickness (mm)   200±20   Digital micrometer or wafer inspection machine of silicon wafers  

1. The average thickness of silicon wafers is 200 micrometers

2. All thickness in the surface of silicon wafers shall be within the stipulated scope and the thinnest shall not be less than 180 micrometers;

3. The thickness of silicon wafers of the same batch shall be shown in normal distribution, namely, the mean value of measuring data shall be within the scope of stipulated thickness.

Heterogeneous degree  of thickness   TTV≤30   Digital micrometer   Under the condition that apparent thickness of silicon wafer is guaranteed, five-point (central point and four points 6mm away from surrounding rims) test is conducted in the surface of silicon wafer to get TTV by conversion.
Dislocation density (piece/cm2)   <1000   Guarantee of supplier    
Lifetime of effective current carrier   > 1.35us ,and >1.4us accounting for above 90%   WT-1000 minority carrier lifetime tester    
Body minority carrier lifetime   >15us   SINTON minority carrier lifetime tester   Post-diffusion  test
Photoinduced attenuation   LID≤3%   Preproduction process validation    
Loudness of the center of silicon wafer (black-center wafer)   Percentage <0.05%   Preproduction process validation    

 

 
 

 

Silicon Wafers (Materials) Acceptance and Inspection Standard
  Q/CSUN.J07.002V1.3

 

BOW(um)   ≤40   Filler gauge    
Saw marks   No noticeable saw marks   Handheld roughness tester   Allowable saw mark depth≤10um
Indents   No indents   Visual contact   The surface of silicon wafer is smooth. No silicon falling
Perforating   No perforating   Visual contact    
Contamination   No contamination   Visual contact   Visible greasy dirt, silica powder, cleaning agent, drop marks are prohibited.
Chips   No chips   Visual contact    
Stress   No stress   Feel   When silicon wafer is lightly shaken in the hand, it can't give out noise.
Twin crystal   No twin crystal   Visual contact   Seen from appearance, there are two and more crystals.
Scratches   No scratches   Visual contact   Only if there are obviously visual scratches from foreign matters in the surface of silicon wafers, they are unacceptable regardless of their lengths and sizes.
Unground oxidation film   No unground oxidation film   Visual contact    
Nicks   No nicks   Visual contact    
Shortcorners   No shortcorners   Visual contact    
Fissures /subfissures   No fissures /subfissures   Visual contact    
Eccentricity   Eccentricity degree < 0.5mm   Mould    

 

 
 

 

Silicon Wafers (Materials) Acceptance and Inspection Standard
  Q/CSUN.J07.002V1.3

 

4.3 P-type Polycrystalline silicon wafer inspection standard, see Table 3

 

Table 3 P-type Polycrystalline silicon wafer inspection standard

 

Inspection item   Acceptable standard   Inspection method   Explanations
Conductive type   P-type   Cold-heat probe testing instrument    
Resistivity(Ω·cm)   1-3/3-6   Four-point probe testing instrument    
Heterogeneous degree  of radial resistivity   RRV<25%   Four-point probe testing instrument    
Square size (mm)  

125±0.5

156±0.5

   Digital Calipers    
Diagonal line (mm)  

175±1

219±1

   Digital Calipers    
Chamfer(mm)   1×45°   Mould    
Square wafer angle   90o±0.3°   Angle rule    
Thickness (mm)   200±20   Digital micrometer or wafer inspection machine of silicon wafers  

1. The average thickness of silicon wafers is 200 micrometers

2. All thickness in the surface of silicon wafers shall be within the stipulated scope and the thinnest shall not be less than 180 micrometers;

3. The thickness of silicon wafers of the same batch shall be shown in normal distribution, namely, the mean value of measuring data shall be within the scope of stipulated thickness.

Heterogeneous degree  of thickness   TTV≤30   Digital micrometer   Under the condition that apparent thickness of silicon wafer is guaranteed, five-point (central point and four points 6mm away from surrounding rims) test is conducted in the surface of silicon wafer to get TTV by conversion.
Lifetime of effective current carrier   > 1.35us , and > 1.4us accounting for above 90%   WT-1000 minority carrier lifetime tester    
Body minority carrier lifetime   >2us   SINTON minority carrier lifetime tester   Post-diffusion  test
Photoinduced attenuation   LID≤2%   Preproduction process validation    

 

 
 

 

Silicon Wafers (Materials) Acceptance and Inspection Standard
  Q/CSUN.J07.002V1.3

 

BOW (um)   ≤40   Filler gauge    
Microcrystal   Within the length of 1 cm≤5 crystalline grains   Visual contact   Any side on the surface of silicon wafer
Obvious indents   No noticeable saw marks   Handheld roughness tester   Allowable saw mark depth≤10um
Indents   No indents   Visual contact   The surface of silicon wafer is smooth. No silicon falling
Perforating   No perforating   Visual contact    
Contamination   No contamination   Visual contact   Visible greasy dirt, silica powder, cleaning agent, drop marks are prohibited.
Chips   No chips   Visual contact    
Stress   No stress   Feel   When silicon wafer is lightly shaken in the hand, it can't give out noise.
Scratches   No scratches   Visual contact   Only if there are obviously visual scratches from foreign matters in the surface of silicon wafers, they are unacceptable regardless of their lengths and sizes.
Nicks   No nicks   Visual contact    
Shortcorners   No shortcorners   Visual contact    
Fissures /subfissures   No fissures /subfissures   Visual contact    

 

 
 

 

Silicon Wafers (Materials) Acceptance and Inspection Standard
  Q/CSUN.J07.002V1.3

 

4.4 N-type mono-crystalline silicon wafer inspection standard, see Table 4.

 

Table 4 N-type mono-crystalline silicon wafer inspection standard

 

Inspection item   Acceptable standard   Inspection method   Explanations
Conductive type   N-type   Cold-heat probe testing instrument    
Resistivity (Ω·cm)   1-3/3-6   Four-point probe testing instrument    
Heterogeneous degree  of radial resistivity   RRV<25%   Four-point probe testing instrument    
Square size (mm)  

125±0.5

156±0.5

   Digital Calipers    
Diagonal line (mm)  

165±1

200±1/ 205±1

   Digital Calipers    
Circular arc length (mm)  

10.40-14.11

19.93-23.80/14.43-18.16

   Mould    
Square wafer angle   90o±0.3o   Angle rule    
Thickness (mm)   200±20   Digital micrometer or wafer inspection machine of silicon wafers  

1. The average thickness of silicon wafers is 200 micrometers

2. All thickness in the surface of silicon wafers shall be within the stipulated scope and the thinnest shall not be less than 180 micrometers;

3. The thickness of silicon wafers of the same batch shall be shown in normal distribution, namely, the mean value of measuring data shall be within the scope of stipulated thickness.

 

 
 

 

Silicon Wafers (Materials) Acceptance and Inspection Standard
  Q/CSUN.J07.002V1.3

 

Heterogeneous degree  of thickness   TTV≤30   Digital micrometer   Under the condition that apparent thickness of silicon wafer is guaranteed, five-point (central point and four points 6mm away from surrounding rims) test is conducted in the surface of silicon wafer to get TTV by conversion.
Dislocation density (piece/cm2)   None   Guarantee of supplier    
Body minority carrier lifetime   >1000us   SINTON minority carrier lifetime tester   Post-diffusion  test
Photoinduced attenuation   LID≤0.5%   Preproduction process validation    
Loudness of the center of silicon wafer (black-center wafer)   Percentage <0.05%   Preproduction process validation    
BOW (um)   ≤40   Filler gauge    
Saw marks   No noticeable saw marks   Handheld roughness tester   Allowable saw mark depth≤10um
Indents   No indents   Visual contact   The surface of silicon wafer is smooth. No silicon falling
Perforating   No perforating   Visual contact    
Contamination   No contamination   Visual contact   Visible greasy dirt, silica powder, cleaning agent, drop marks are prohibited.
Chips   No chips   Visual contact    
Stress   No stress   Feel   When silicon wafer is lightly shaken in the hand, it can't give out noise.
Twin crystal   No twin crystal   Visual contact   Seen from appearance, there are two and more crystals.
Scratches   No scratches   Visual contact   Only if there are obviously visual scratches from foreign matters in the surface of silicon wafers, they are unacceptable regardless of their lengths and sizes.
Unground oxidation film   No unground oxidation film   Visual contact    
Nicks   No nicks   Visual contact    
Shortcorners   No shortcorners   Visual contact    
Fissures /subfissures   No fissures /subfissures   Visual contact    
Eccentricity   Eccentricity degree <0.5mm   Mould