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Solar Wafer Supply Agreement

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Exhibit 10.42

CONFIDENTIAL TREATMENT

SOLAR WAFER SUPPLY AGREEMENT This Solar Wafer Supply Agreement is entered into as of October 25, 2007, by and between MEMC ELECTRONIC MATERIALS, INC. , a Delaware corporation with its principal place of business at 501 Pearl Drive (City of O' Fallon), St. Peters, Missouri 63376, United States of America, or its designated majority-owned subsidiary (" MEMC" ), and CONERGY AG , a German corporation with its principal place of business at Anckelmannsplatz 1, 20537 Hamburg, Germany (" Conergy" ) or its designated majority-owned subsidiary. MEMC and Conergy together shall be referred to as the " Parties" and individually as a " Party" .

RECITALS: WHEREAS, MEMC is in the business of designing, developing, manufacturing, marketing and selling wafers, and Conergy' s businesses include designing, developing, manufacturing, marketing, selling and installing photovoltaic cells and modules; and

WHEREAS, Conergy wishes to secure a supply of solar wafers and to purchase quantities of solar wafers from MEMC, and MEMC wishes to provide a supply of solar wafers and to sell quantities of solar wafers to Conergy. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, MEMC and Conergy agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . The following terms shall have the following meanings for the purposes of this Agreement:

(a) " Additional Wafer Supply" shall have the meaning set forth in Section 2.14. (b) " Agreement" shall mean this Solar Wafer Supply Agreement, including all Attachments and Exhibits hereto, as it may be amended, modified or supplemented from time to time in accordance with its terms.

(c) " Business Day" shall mean any day of the year other than (i) any Saturday or Sunday or (ii) any other day on which banks located in New York, New York generally are closed for business. (d) " Contract Year" shall mean a twelve (12) month period commencing on July 1 of a particular year and ending on June 30 of the following year. For example, the first Contract Year under the Agreement shall be the twelve (12) month period from July 1, 2008 to June 30, 2009 and the tenth Contract Year under the Agreement shall be the twelve (12) month period from July 1, 2017 to June 30, 2018.

(e) " CSM" shall have the meaning set forth in Section 3.2.


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CONFIDENTIAL TREATMENT


(f) " Dollar" , " Dollars" or numbers preceded by the symbol " $" shall mean amounts in United States Dollars.

(g) " Effective Date" shall mean July 1, 2008.

(h) " Force Majeure Event" shall have the meaning set forth in Section 2.11. (i) " Governmental Authority" shall mean any federal, state, local or foreign government or subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any federal, state, local or foreign government. (j) " Incoterms 2000" shall have the meaning set forth in Section 2.5(a). (k) " Indemnified Person" shall mean the Person or Persons entitled to, or claiming a right to, indemnification under Article V.

(l) " Indemnifying Person" shall mean the Person or Persons claimed by the Indemnified Person to be obligated to provide indemnification under Article V.

(m) " Initial Term" shall have the meaning set forth in Section 4.1.

(n) " Interest" shall have the meaning set forth in Section 3.2. (o) " Law" shall mean any law, statute, regulation, ordinance, rule, order, decree or governmental requirement enacted, promulgated or imposed by any Governmental Authority.

(p) " LC Bank" shall have the meaning set forth in Section 3.1(c).

(q) " Letter of Credit Amount" shall have the meaning set forth in Section 3.1(c).

(r) " Loss" or " Losses" shall mean any and all damages, fines, fees, Taxes, penalties, deficiencies, losses (including lost profits or diminution in value) and expenses, including interest, reasonable expenses of investigation, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment (such fees and expenses to include all fees and expenses, including fees and expenses of attorneys, incurred in connection with (i) the investigation or defense of any third party claims, (ii) asserting or disputing any rights under this Agreement against any Party hereto or otherwise, or (iii) settling any action or proceeding or threatened action or proceeding). (s) " MEMC Competitor" shall mean any Person engaged in (i) the design, development, manufacture, marketing or sale of silicon wafers for use in semiconductors; or (ii) the design, development, manufacture, marketing or sale of Multi Wafers or Mono Wafers for use in solar cells or (iii) the production of polysilicon or polysilicon ingots.

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(t) " Missed Delivery" or " Missed Deliveries" shall have the meaning set forth in Section 2.2(f).

(u) " Mono Wafers" shall mean monocrystalline silicon wafers for use in solar cells.

(v) " Multi Wafers" shall mean multi-crystalline silicon wafers for use in solar cells.

(w) " Person" shall mean any natural person, corporation, proprietorship, firm, partnership, limited partnership, limited liability company or partnership, trust, joint venture, union, association, Governmental Authority or other entity.

(x) " Purchase Shortfall" shall have the meaning set forth in Section 2.2(a).

(y) " Refundable Capacity Reservation Deposit" shall have the meaning set forth in Section 3.1.

(z) " Restricted Conergy Business" shall mean (i) the design, development, manufacture, marketing or sale of Multi Wafers or Mono Wafers for use in solar cells or (ii) the production of solar grade polysilicon or solar ingots. (aa) " Restricted MEMC Business" shall mean the design, development, manufacture, marketing or sale of photovoltaic cells and photovoltaic modules.

(bb) " Restrictive Conergy Covenants shall have the meaning set forth in Section 2.12(b).

(cc) " Restrictive MEMC Covenants shall have the meaning set forth in Section 2.13(b). (dd) " Retained Refundable Capacity Reservation Deposit Amount" shall have the meaning set forth in Section 3.1.

(ee) " Subsidiaries" shall mean any Person subject to control by either Party, or any of their respective affiliates. The term " control" as used in the preceding sentence means, with respect to a corporation, the right to exercise, directly or indirectly, fifty percent (50%) or more of the voting rights attributable to the shares of such corporation, or with respect to any Person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person. (ff) " Tax" or " Taxes" means all (i) federal, state, local, foreign and other taxes, assessments, duties or similar charges of any kind whatsoever, including all corporate franchise, income, sales, use, ad valorem, receipts, value added, profits, license, withholding, payroll, employment, excise, property, net worth, capital gains, transfer, stamp, documentary, social security, payroll, environmental, alternative minimum, occupation, recapture and other taxes, and including any interest, penalties and additions imposed with respect to such amounts; and (ii) liability for the payment of any amounts as a result of an express or implied obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (i).


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(gg) " Wafering Assets" shall have the meaning set forth in Section 2.12(a).

(hh) " Wafers" shall mean Multi Wafers and/or Mono Wafers. (ii) " Yearly Minimum Quantity(ies)" shall have the meaning set forth in Section 2.2(a). (jj) " Yearly Target Quantity(ies)" shall have the meaning set forth in Section 2.2(a). ARTICLE II

SUPPLY OF WAFERS

2.1 Wafer Specifications . The Wafers to be supplied under this Agreement shall meet the specifications as agreed to by the Parties as set forth in Attachment A to this Agreement. MEMC shall maintain, in accordance with MEMC' s standard procedures, accurate records and data for any quality testing done by or for MEMC of any Wafers purchased by Conergy hereunder and shall make such records and test data available to Conergy upon reasonable request. Any deviation, modification, or change of such specifications can only be made, in writing, in accordance with Section 2.8(a). 2.2 Quantity and Price .

(a) Target Purchase Quantities and Minimum Purchase Quantities . Each Contract Year, as set forth below in this Section 2.2(a), Conergy agrees to purchase from MEMC, over the course of the Contract Year, a target quantity of Wafers (such yearly target purchase quantity commitments, measured in megawatts, the " Yearly Target Quantity" ), at the prices set forth on Attachment B hereto. Each Contract Year, as set forth below in this Section 2.2(a), MEMC agrees to supply Conergy, over the course of the Contract Year, with the Yearly Target Quantity per Contract Year, at the prices set forth on Attachment B hereto, which Yearly Target Quantity will not fall below the Yearly Minimum Quantities (as such term is defined in Section 2.2(a)(i) below for Contract Years one through five and in Section 2.2(a)(ii) below for Contract Years six through ten). (i) For Contract Years one through five, the minimum quantities to be purchased by Conergy (such quantities, the " Yearly Minimum Quantities" ) shall be equal to the greater of (A) [***] % of the Yearly Target Quantities set forth on Attachment B hereto and (B) approximately [***] % of Conergy' s then current solar wafer demand (measured in Watts), provided that MEMC can accommodate [***] % of Conergy' s actual then current solar wafer demand (as part of and pursuant to the rolling forecast process set forth in Section 2.2(e) hereof). For Contract Years one through five, MEMC shall be obligated to supply Conergy quantities only up to [***] % of the Yearly Target Quantities set forth on


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Attachment B hereto for such Contract Years, unless MEMC has been given at least three (3) years advance notice of Conergy' s request for quantities in excess of [***] % of the Yearly Target Quantities in such years, and MEMC has agreed to supply such increased quantities. In addition, for calendar 2008 only, MEMC has agreed to consider providing potential upside volume to Conergy of [***] , at the prices set forth on Attachment B . MEMC will communicate its ability to supply these potential upside volumes to Conergy on a quarterly basis during calendar 2008. These additional upside quantities are not included in the calculations set forth on Attachment B , but will be included should the additional upside quantities be committed by MEMC and Conergy agrees to accept such additional volume. In the event that MEMC indicates to Conergy that MEMC intends to supply such additional volume in 2008, and Conergy agrees to accept such volume, if Wafer delivery has not yet commenced under this Agreement, then all remaining unpaid Refundable Capacity Reservation Deposit amounts for the first Contract Year under Section 3.1(a) hereof shall be paid to MEMC no less than five (5) Business Days prior to the first shipment date for Wafers.

(ii) For Contract Years six through ten, no later than the first day of Contract Year three (July 1, 2010), the Parties agree to commence a review to determine the exact quantities to be purchased and supplied for Contract Years six through ten. Notwithstanding the foregoing, for Contract Years six through ten, the minimum quantities to be purchased by Conergy (again, for such Contract Years, such quantities, the " Yearly Minimum Quantities" ) shall be equal to the greater of (A) [***] % of the Yearly Target Quantities set forth on Attachment B hereto and (B) approximately [***] % of Conergy' s then current solar wafer demand (measured in Watts); provided that MEMC can accommodate [***] % of Conergy' s actual then current solar wafer demand (as part of and pursuant to the rolling forecast process set forth in Section 2.2(e) hereof). For Contract Years six through ten, Conergy shall be obligated to purchase the Yearly Minimum Quantities for such Contract Years with the following exceptions:

(A) With three (3) years advance notice, Conergy may reduce its purchase obligation to a quantity for any given Contract Year by up to [***] percent ( [***] %) from the Yearly Minimum Quantity for that Contract Year;

(B) With two (2) years advance notice, Conergy may reduce its purchase obligation to a quantity for any given Contract Year by up to [***] percent ( [***] %) from the Yearly Minimum Quantity for that Contract Year;

(C) Once a reduced purchase obligation for a Contract Year has been communicated to MEMC by Conergy, MEMC shall observe this reduced purchase obligation as the maximum quantity to be delivered by MEMC for that Contract Year, which maximum quantity cannot be exceeded without written consent from both Parties.


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(iii) If Conergy demonstrates that its cell efficiency exceeds the measured inherent efficiency of MEMC wafers on the same process by more than [***] percent ( [***] %), then Conergy may reduce the Yearly Minimum Quantity for a particular Contract Year that Conergy is obligated to purchase under this Agreement by a quantity equal to the result of the following formula.

[***]

whereby:

A shall be [***],

B shall be [***] and

C shall be [***]. (iv) The Yearly Minimum Quantities may also be reduced, for any Contract Year, pursuant to and in accordance with the provisions of Section 2.2(f)(i)(A).

(b) Mix Between Multi Wafers and Mono Wafers . Attachment B sets forth the aggregate yearly quantities of Multi Wafers and Mono Wafers to be supplied in each Contract Year, and does not differentiate for the purpose of aggregate yearly quantities between Multi Wafers and Mono Wafers. In the first three Contract Years, the percentage mix between Multi Wafers and Mono Wafers supplied shall be at MEMC' s discretion; provided, however , that in such first three (3) Contract Years MEMC may choose not to supply any Mono Wafers. In Contract Years four through ten, MEMC shall change the percentage mix between Multi Wafers and Mono Wafers based on Conergy' s request; provided, however that (i) in no event will MEMC be obligated to supply up to [***] percent ( [***] %) of Wafers in any Contract Year as Mono Wafers unless Conergy has given MEMC at least two (2) years advance notice of such requested change in percentage mix between Multi Wafers and Mono Wafers and MEMC can reasonably accommodate such requested change in percentage mix between Multi Wafers and Mono Wafers; and (ii) in no event will MEMC be obligated to supply up to [***] percent ( [***] %) of Wafers in any Contract Year as Mono Wafers unless Conergy has given MEMC at least three (3) years advance notice of such requested change in percentage mix between Multi Wafers and Mono Wafers and MEMC can reasonably accommodate such requested change in percentage mix between Multi Wafers and Mono Wafers, unless a greater percentage of Mono Wafers is requested by Conergy and agreed to by MEMC. Once MEMC has committed to supply a specific percentage of Mono Wafers for a particular period, that percentage shall then be MEMC' s minimum supply obligation of Mono Wafers for that period. MEMC also agrees, if requested by Conergy, to provide Conergy with specifications for other types of wafers (e.g., [***] ) that MEMC could deliver for a future Contract Year, in each case with prices to be negotiated by the Parties at such time.


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CONFIDENTIAL TREATMENT


(c) Prices . The prices set forth on Attachment B hereto are on a Dollar per Watt basis. Attachment B also includes, for illustration purposes, the prices on a per Wafer basis, which price per Wafer calculations are based on an indicative average efficiency factor of [***] % for Multi Wafers and an indicative average efficiency factor of [***] % for Mono Wafers. The Parties agree that the actual average efficiency factor for both Multi Wafers and Mono Wafers experienced by Conergy when using MEMC Wafers shall be used to calculate the price per Wafer, subject to any adjustments mutually agreed by the Parties pursuant to the procedures on Attachment B . These actual average efficiency factors shall be subject to audit and/or verification as mutually agreed by the Parties. The Parties agree that after an average efficiency factor for both Multi Wafers and Mono Wafers is established, all prices per Multi Wafer or Mono Wafer calculated using such average efficiency factor for the purposes of invoicing under Section 2.4 hereof shall be based on such average efficiency factor until the average efficiency factor is changed pursuant to the procedures on Attachment B . The Parties also agree and acknowledge that as the average efficiency factor increases, based on actual measurements by the mutually agreed method of producing solar cells based on the Baseline Cell Process (as such term is defined in Attachment B ), the price per Wafer will increase (while the price per Watt remains fixed) and the quantity of Wafers supplied will decrease (while quantities of Watts remains fixed). All prices per Wafer set forth on Attachment B hereto (for the purposes of invoicing under Section 2.4 hereof) shall be updated for efficiency changes at least as frequently as is set forth on Attachment B .

(d) Purchase Shortfalls . If Conergy purchases fewer Watts than the lesser of (i) the Yearly Minimum Quantity, as calculated in accordance with Section 2.2(a) or (ii) the amount of Watts tendered for delivery by MEMC during any Contract Year, Conergy shall pay to MEMC via wire transfer of immediately available funds, within ten (10) days after being invoiced therefor, the difference between (A) the amount that would have been payable by Conergy during such Contract Year if Conergy had purchased the lesser of (i) the Yearly Minimum Quantity as calculated in accordance with Section 2.2(a) or (ii) the amount of Watts tendered for delivery by MEMC during the entire Contract Year, and (B) the amount payable by Conergy during such Contract Year for the actual volume of Watts purchased by Conergy from MEMC based on the applicable price listed on Attachment B hereto (such calculated amount, the " Purchase Shortfall" ). The Purchase Shortfall shall accrue interest at the rate of one and one-half percent (1.5%) per month from the date of the invoice therefor, unless prohibited by Law. (e) Monthly Planning; Rolling Forecast . For planning purposes only, no later than the third (3 rd ) Business Day of each calendar month, Conergy shall deliver to MEMC a forecast of the quantities of Wafers that Conergy anticipates that it will order from MEMC over the subsequent rolling twelve (12) months. Such rolling forecasts are for capacity planning purposes only, and such estimated amounts in the rolling forecasts shall have no effect on Conergy' s obligation to purchase some or all of Conergy' s Yearly Minimum Quantity for any Contract Year or MEMC' s obligation to deliver the indicated quantities, unless such quantity is confirmed pursuant to the procedures of Section 2.3.

(f) Missed Deliveries . If, in a Contract Year, MEMC fails to deliver in the first three Contract Years [***] percent ( [***] %) or more of the Yearly Minimum Quantities of Wafers, or in the fourth Contract Year [***] percent ( [***] %) or more


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of the Yearly Minimum Quantity of Wafers, or in the fifth Contract Year [***] percent ( [***] %) or more of the Yearly Minimum Quantity of Wafers, or in any of the sixth through tenth Contract Years [***] percent ( [***] %) or more of the Yearly Minimum Quantity of Wafers, MEMC would be required to deliver pursuant to the provisions of Section 2.2(a) (a " Missed Delivery" ), and such Missed Deliveries continue uncured by the end of such Contract Year, then the following provisions shall apply:

(i) MEMC shall have the right to try to " make up" Missed Deliveries for any Contract Year (the " Missed Delivery Year" ) through the end of the Contract Year that immediately follows the Missed Delivery Year (the " Make up Year" ). The Wafer price for such Missed Deliveries shall be the Wafer price at the time of shipment of such Missed Deliveries. If MEMC fails to make up the Missed Deliveries prior to the end of the Make Up Year, then:

(A) Conergy shall have the right, but not the obligation, which right must be exercised by Conergy, in writing (and if not so exercised, shall be automatically waived for such Contract Year, and only such Contract Year), no later than five (5) Business Days after the end of the Make Up Year, to reduce the Yearly Minimum Quantity for that actual Contract Year by an amount equal to one-half ( 1 / 2 ) of the Missed Deliveries of the Missed Delivery Year that were not made up for in the Make Up Year (taking into account the actual deliveries made by MEMC in the Make Up Year intended as make up deliveries for the relevant Missed Delivery Year); and

(B) If Conergy chooses to reduce its Yearly Minimum Quantity for such next following Contract Year pursuant to the provisions of Section 2.2(f)(i)(A), then a corresponding reduction in the Letter of Credit Amount shall be made pursuant to the provisions of Section 3.1(c). (C) If Conergy chooses to reduce its Yearly Minimum Quantity for such next following Contract Year pursuant to the provisions of Section 2.2(f)(i)(A), then MEMC shall also be required to credit a pro-rata portion of the Retained Refundable Capacity Reservation Deposit Amount in the subsequent Contract Year. (g) Missed Deliveries in Contract Years One through Three . In addition to the provisions of Section 2.2(f), only for Contract Years one, two and three, if MEMC is unable to deliver the Yearly Minimum Quantities pursuant to the provisions of Section 2.2(a), for those three (3) Contract Years the following provisions shall also apply. If in any of the first three Contract Years MEMC' s actual deliveries against committed purchase orders (pursuant to MEMC' s standard Order Acknowledgement procedures in accordance with Section 2.2(f)(i) hereof) are lower than such committed quantities (such delivery failure, a " Wafer Delivery Miss" ), then MEMC shall be required to offer Conergy the option of purchasing polysilicon from MEMC in an amount up to the Wafer Delivery Miss (with amounts of Wafers (Watts) converted to kilograms of polysilicon at MEMC' s


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experienced conversion rate for the prior three (3) months) at the prices set forth on Attachment D . The offer of any polysilicon pursuant to these provisions shall be made no later than ten (10) days after the applicable measurement period, with a reasonable delivery schedule for polysilicon to be agreed to by the Parties within five (5) Business Days thereafter. MEMC agrees to use commercially reasonable best efforts to delivery polysilicon as quickly as possible in the event that MEMC is required to deliver polysilicon hereunder. If Conergy actually purchases polysilicon pursuant to the provisions of this Section 2.2(g), the decision to " count" such polysilicon sales against any requirement to deliver Wafers or to makeup missed Wafer sales for the Contract Year shall be at MEMC' s discretion. If MEMC decides that such delivered polysilicon will be counted for purposes of fulfilling MEMC' s Wafer delivery obligation under Section 2.2(a) hereof for the current Contract Year, then no changes will be made to the subsequent Contract Year' s Yearly Minimum Quantity, Letter of Credit or Refundable Capacity Reservation Deposit under Section 2.2(a) hereof.

2.3 Purchase Orders and Order Acknowledgements . Conergy will issue a written purchase order to MEMC through email, fax or internationally recognized carrier on at least a monthly basis. Such purchase orders shall contain the requested delivery dates. All such purchase orders shall be subject to the terms and conditions set forth in this Agreement. MEMC shall, within five (5) Business Days after it receives any such purchase order, respond to such Conergy purchase orders with a written MEMC Order Acknowledgement, which MEMC Order Acknowledgement will set forth those requested Conergy quantities for which MEMC can then confirm a quantity (which quantity may be a partial quantity of the Conergy purchase order) and an estimated shipment calendar week. MEMC Order Acknowledgements shall reference the applicable Conergy purchase order. Until such time as MEMC has provided Conergy with an MEMC Order Acknowledgement for all Wafers requested on a Conergy purchase order, such purchase order shall not be deemed accepted by MEMC for the full amount of Wafers, but shall only be deemed accepted by MEMC for that amount of Wafers for which a confirmed quantity and shipment week has been provided. At all times during the term of this Agreement, unless otherwise mutually agreed by the parties, Conergy shall have provided MEMC with binding purchase orders requesting shipments of Wafers over at least the next ninety (90) days. Unless expressly agreed in writing by MEMC and Conergy, no additional or different terms or conditions contained in any quotation, sales order, acknowledgement form, purchase order or other communication from MEMC or Conergy shall be binding upon MEMC or Conergy, and each Party hereby objects to any such additional or different terms or conditions. To the extent there is any conflict among the terms and conditions of this Agreement, any Conergy purchase order and any MEMC Order Acknowledgement, the terms of this Agreement shall apply. 2.4 MEMC Invoices . MEMC invoices shall reference the applicable Conergy purchase order and shall be submitted for payment by MEMC to the Conergy accounts payable address specified in writing from time to time by Conergy. To the extent there is any conflict between the terms and conditions of this Agreement and of any such invoice, the terms of this Agreement shall apply. All prices in the invoices shall be based on the then-current price for each Wafer, calculated in accordance with the provisions set forth on Attachment B , on the date of confirm.


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2.5 Terms of Sale; Shipment Terms . (a) Terms of Sale . All sales of Wafers hereunder shall be made Ex Works (Incoterms 2000: EXW) MEMC' s designated location. " Incoterms 2000" means the version of " Incoterms" adopted by the International Chamber of Commerce effective January 1, 2000, including all amendments thereof, but excluding any amendments thereof specifically agreed to by the Parties as not being applicable to this Agreement.

(b) Shipment Date . Per Section 2.3 above, the scheduled shipment date for Wafers will be specified by MEMC in the MEMC Order Acknowledgment.

(c) Shipment Instructions . Conergy shall furnish written shipping instructions to MEMC from time to time, and such shipping instructions, if different from the last shipping instructions provided by Conergy to MEMC, shall take effect no earlier than ten (10) Business Days after receipt of such written instructions by MEMC. MEMC shall pack and ship Wafers in accordance with then-current industry standards and practice. (d) Shipment Date Change Requests . Conergy may request to delay or pull in shipment of an individual delivery or any part thereof upon written notice to MEMC, subject to the following conditions:

(i) Unless agreed to by MEMC, the shipment date change request notice must be received by MEMC at least ninety (90) days prior to the scheduled shipment date; and

(ii) If the shipment date change request notice is a delay request (a push out of requested delivery date), Conergy must commit to nonetheless purchase the delayed Wafers no later than the end of the Contract Year in which such shipment was originally scheduled by MEMC; and

(iii) MEMC must agree to such request in writing; and (iv) In the event of an accepted shipment date change request, Conergy shall accept delivery of and pay for Wafers already manufactured or in the process of manufacture for such accepted purchase order at the time the shipment date change request notice is received by MEMC.

(e) In no event shall delay of any shipment or any part thereof as requested by Conergy pursuant to Section 2.5(d) affect, in any way, Conergy' s obligation to purchase some or all of Conergy' s Yearly Minimum Quantity for any Contract Year, unless the provisions of Section 2.2(a) hereof would otherwise require a change to Conergy' s Yearly Minimum Quantities for that Contra
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