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Delta Junction - Alaska TSA
EWT–Americas Inc. 20 Bow Street East Greenwich, Rhode Island 02818 USA Tel: (401) 884-2248 Fax: (401) 885-6659 Confidential and Proprietary WIND TURBINE SALES AGREEMENT Page 1 of 20 Summary: Reference Number: 110308 –Delta-AK-FAE Date: November 3, 2008 Customer: Alaska Environmental Power , a _________________________ organized and existing under the laws of the [State of][Province of] ____________________________ (the “Customer”) Customer Ref Number: Delta Junction Wind Farm Address: 1160 Pickering Dr. Fairbanks, AK, 99709 Specification Number: ATTN: Mike Craft Payment Terms: As Specified CC: Quote Expiration Date: 30 Days from date of quote Tel: Delivery Point: DES/CIF-Port of Anchorage EX Works - Land Fax: Estimated Delivery: E-mail: Terms & Conditions: As Specified EWT‐Americas Inc. (“EWT”) is pleased to submit this Wind Turbine Sales Agreement under the terms and conditions as specified below (the “Agreement”). Please note that pricing and final component selection is non‐binding until final acceptance and execution of this Agreement by all parties. Necessary adjustments to this Agreement can be issued by EWT after site inspection and receipt of specific wind data. The Standard Terms and Conditions of EWT, including without limitation the definition of terms set forth therein (the “Terms and Conditions”), are incorporated herein by reference and are binding upon Customer and its successors and assigns. All sales are subject to the Terms and Conditions. Item # Part # Description Quantity Unit Price -USD 1 54*900HH75 DIRECTWIND 900 kW- Arctic Package 2 $1,600,000.00 54 meter rotor diameter 75 meter hub height EWT-Americas Inc. is the owner of this Agreement, and all works and derivative works of the Agreement. Copyright © 2008 EWT-Americas Inc. This Agreement and the Terms and Conditions contain confidential information of EWT and is provided to Customer for the purpose of evaluation by Customer and to establish the proposed terms for a binding agreement. In receipt of this Agreement and the Terms and Conditions, Customer agrees to maintain such information in confidence and to not reproduce or otherwise disclose any information about such documentation to any person other than Customer officers, members and/or employees directly responsible for evaluating its content and executing the agreement as a binding legal obligation. EWT–Americas Inc. 20 Bow Street East Greenwich, Rhode Island 02818 USA Tel: (401) 884-2248 Fax: (401) 885-6659 Confidential and Proprietary WIND TURBINE SALES AGREEMENT Page 2 of 20 Scope of supply: Equipment: Supply of 2 (2) set(s) DIRECTWIND 54*900HH75-Arctic Building Blocks (the “Building Blocks”). Each set of Buildings Blocks consists of: - One Generator multi pole 900 kW - One Power Converter 900 kW - One Nacelle - One Rotor hub - One Control System (integrated in rotor and nacelle) - One set of three Rotor blades. - One set of inner signal cables. - Tower and anchors - One step up transformer Supply of following packages: - Wind Turbine management/monitoring system Transport: - Packing - Transport Delivery: DES/CIF Port of Anchorage INCOTERMS 2000 [for overseas shipments only] - EX-Works from North American Factory Insurances - Construction All Risk insurance - Transport insurance to Named Port of Destination [for overseas shipments] Engineering, Quality Assurance, Supervision & Training: - System engineering - Quality control - Training to operate and perform basic maintenance to be completed by EWT personnel o Training manuals and Preventive Maintenance schedules to be provided - Supervision at site during installation - Commissioning EWT–Americas Inc. 20 Bow Street East Greenwich, Rhode Island 02818 USA Tel: (401) 884-2248 Fax: (401) 885-6659 Confidential and Proprietary WIND TURBINE SALES AGREEMENT Page 3 of 20 Excluded: The following items are not included in EWT’s Scope of Supply: - Import formalities, payments of duties, taxes and port services; - Domestic insurances (property, casualty, liability, etc.), taxes and duties; - Transportation and Insurances from Named US Port of Entry or North American Factory to site; - Design, modification and/or construction of accesses to and accommodations at wind farm (main road or roads within the wind farm) to allow for transportation to, lifting, laydown, storage, staging and assembly; - All civil works at wind farm, including without limitation accesses to wind farm, erecting platforms, foundations, etc.; - Zoning and other permits, variances, licenses and other such state and/or local authorizations and approvals; - All electrical infrastructure including substation, medium voltage grid, connection of medium/high voltage to the distribution grid; - All other cables necessary for the wind turbine to connect to the grid; - data lines; - Meteo station; - Erection and installation labor; - Cranes, lifting and hoisting equipment as well as any other equipment and tools required for the erection, installation and commissioning on-site; - On-site security and asset protection; - Wind Farm Performance Contract, including service and maintenance, which can be offered separately; - Independent, Third Party Certification of compliance with any manufacturing, construction, assembly, or site specification requirements; - Financing of the Building Blocks and Services purchased hereby; - Arrangements with any electric utility or other recipient of all or any portion of the power supply generated by the wind turbine containing the Building Blocks subject of this Agreement; - Spare parts – which can be included for an additional price; and - All other items not specified in the Scope of Supply. Delivery: Delivery CIF/DES Location of a minimum of 2 (2) Generators per week commencing week of _______________for loading for transport to site. Delivery EX-Works from North American Plant(s) of 2 (2) sets of blades, rotors, nacelles, towers commencing week of __________________. EWT–Americas Inc. 20 Bow Street East Greenwich, Rhode Island 02818 USA Tel: (401) 884-2248 Fax: (401) 885-6659 Confidential and Proprietary WIND TURBINE SALES AGREEMENT Page 4 of 20 Services included in delivery: - Transport Delivery: DES/CIF Port of Anchorage Incoterms 2000 for overseas shipments; or EX-Works from North American Factory - Title is transferred from Seller to Buyer at time product unloaded at Named Port of Destination or from docks at North American Factory. - Buyer is responsible for all costs associated with: • All required transportation costs from Named Port or North American Factory including escort delivery service to site. • Unloading of equipment at site. • Import formalities, payments of duties, taxes and port services. • All Domestic transport and liability insurance’s, taxes and duties. Pricing: Two (2) set(s) Building Blocks DIRECTWIND 54*900 wind turbines including: - set(s) equipment DIRECTWIND 54*900HH75; - 2 set(s) of Tower and Anchors to achieve 75m Hub Height; - Wind Turbine Management system; - Packing and transportation; - Project Management, Engineering Quality Control, Basic Operation Training, Basic Maintenance Training; and - CAR Insurance. Total system price .............................................................................. $3,200,000.00 1 set(s) of the Spare Parts package ........................................................ $ 100,000.00 Pricing is subject to the financing arrangements and results of the site visit, and exclude fees, import taxes, and other expenses, etc. EWT–Americas Inc. 20 Bow Street East Greenwich, Rhode Island 02818 USA Tel: (401) 884-2248 Fax: (401) 885-6659 Confidential and Proprietary WIND TURBINE SALES AGREEMENT Page 5 of 20 Payment Terms and Conditions: Payment terms: (1) Down payment: Twenty-Five percent (25%) of the total purchase price accompanied by this fully executed Agreement and any other peripheral purchase documents, and an irrevocable Letter of Credit for the remaining Seventy-Five percent (75%) of the total purchase price with the following payment release milestones, unless otherwise agreed to in writing by the parties: (2) Second payment of Twenty-Five percent (25%) of the purchase price at the start of assembly of the rotor hubs; (3) Third payment of Thirty-Five percent (35%) of the purchase price when Building Blocks are ready for delivery (pro rata per complete set). (4) Fourth payment of Ten percent (10%) at named port of Export before loading or delivery to named U.S. port of Delivery (pro rate per complete set). (5) Final payment of Five percent (5%) at arrival on site but no later than 30 days after delivery. Confirmed irrevocable transferable Commercial Letter of Credit to be issued by accredited bank with approved language and accepted and approved by the Advising Bank of EWT, subject to the Uniform Customs and Practices for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600. EWT will deliver TWO (2) systems as described in the Scope of Work Section of this Agreement on or before ________________, 2009 at the agreed upon schedule define under the Delivery Terms of this Agreement, subject to the following dates of receipt of executed copy of this Agreement, deposits/down payments and Letter of Credit: • Executed copy of this Agreement and receipt of down payment not later than the _____ day of _______, 200_. • Letter of Credit shall be issued not later than the ____ day of ______, 200_. The delivery time mentioned above is subject to the actual order backlog at the moment of contract award as well as complete technical and commercial clarification. Other conditions: This Agreement is subject to Standard Terms & Conditions unless otherwise denoted in writing and executed by all parties. This Agreement, upon execution by all parties, will be subject to warranty, service and maintenance agreements referenced herein, which shall be incorporated herein by reference. EWT–Americas Inc. 20 Bow Street East Greenwich, Rhode Island 02818 USA Tel: (401) 884-2248 Fax: (401) 885-6659 Confidential and Proprietary WIND TURBINE SALES AGREEMENT Page 6 of 20 Warranty: EWT offers a standard two (2) year product warranty for the wind turbines provided that the service and maintenance is executed in accordance with the maintenance instructions, manuals and specifications. Please refer to Paragraph 7 ‘Limited Product Warranty’ in Exhibit 1 ‘Standard Terms and Conditions.’ A Maintenance and Technical Service Agreement is available for an additional charge. See Exhibit 2 – ‘Maintenance and Technical Service Agreement.’ A five (5) year warranty is available for the wind turbines supplied by EWT. The extended warranty is only available when the EWT Maintenance and Technical Service Agreement is executed between the Parties of the Agreement during the warranty period. See Exhibit 2– ‘Maintenance and Technical Service Agreement.’ Guarantees: Availability: EWT guarantees an average availability of the wind turbine(s) of a minimum of 95% for each year during the warranty period provided that the EWT Maintenance and Technical Service Agreement is executed between the Parties of this Agreement. See Annex 1 – ‘Availability Guarantee’ of Exhibit 2– ‘Maintenance and Technical Service Agreement.’ Power Curve: EWT guarantees a minimum of 95% of the power generated, according to the guaranteed power curve during the warranty period provided that the EWT Maintenance and Technical Service Agreement is , executed between the Parties of this Agreement. See Annex 2 – ‘Power Curve Guarantee’ of Exhibit 2– ‘Maintenance and Technical Service Agreement.’ Steel price escalation: Due to unpredictable steel price fluctuation, the purchase price may be adjusted by EWT subsequent to this Agreement based upon the following price formula: Pn = Po x ( 0.6 + ( 0.4*Sn/So)) Pn = new price for offered Wind turbines. Po = old price for offered Wind turbines. Sn = new steel price per tonnage. So = old steel price per tonnage. Steel prices i.a.w. the LME index. (see www.meps.co.uk ) EWT–Americas Inc. 20 Bow Street East Greenwich, Rhode Island 02818 USA Tel: (401) 884-2248 Fax: (401) 885-6659 Confidential and Proprietary WIND TURBINE SALES AGREEMENT Page 7 of 20 Accessibility : - The access route to the wind turbine location has to be fit for an axle load of minimal 16 tons and must have a minimum width of 3.5 meters and a minimum height of 4.2 meters. Insurances: Transport insurance provided for DES/CIF Port of Anchorage INCOTERMS 2000 on all overseas shipments. All other transport insurances are the responsibility of the Customer. The remainder of this page is blank EWT–Americas Inc. 20 Bow Street East Greenwich, Rhode Island 02818 USA Tel: (401) 884-2248 Fax: (401) 885-6659 Confidential and Proprietary WIND TURBINE SALES AGREEMENT Page 8 of 20 Thank you for your interest in the EWT DIRECTWIND 900 product line. We look forward to working with you for a successful completion of the project. Yours sincerely, EWT – Americas, Inc. By: __________________________ EWT-Americas Inc. Account Executive or Authorized Representative: Name:_______________________________ Title:_______________________________ Executive Approval: EWT- Americas, Inc. By:_______________________________ Name: Frank A. Epps Title: President & CEO We, Alaska Environmental Power, defined herein as the “Customer”, hereby acknowledge and accept this Agreement subject to the “Standard Terms and Conditions” incorporated herein by reference. By executing this Agreement, Customer acknowledges that this Agreement becomes a binding, legal agreement between the parties. Alaska Environmental Power By: Name: Title: EXHIBITS (if applicable): Title EXHIBIT 1: Standard Terms and Conditions Annex 1 – Technical Specifications Annex 2 – Electrical Specifications EXHIBIT 2: Maintenance and Technical Service Agreement EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) Terms and Conditions, the Agreement and any purchase order, if accepted (the “Agreement”) constitute the entire agreement between EWT‐Americas Inc., (“EWT”) and you (“Customer”). EWT will not be bound by any terms of Customer’s quotation, purchase order, order terms or counter offers. No form of acceptance except EWT’s written acknowledgment sent to Customer, or EWT’s commencement of performance shall constitute valid acceptance of Customer’s order. Any acceptance is expressly conditioned on assent to terms of this Agreement and exclusion of all other terms. Customer shall be deemed to have assented to terms of this Agreement, whether or not previously received, upon accepting delivery of Products (as defined below) shipped by EWT. If tender of these terms is deemed an offer, acceptance is expressly limited to terms of this Agreement. Any shipping terms not otherwise defined herein shall have the meaning ascribed to them in Incoterms 2000, the International Chamber of Commerce Publication No. 560 (“Incoterms 2000”). 1. PRODUCTS: “Products” shall mean any products identified on EWT’s Confidential and Proprietary Wind Turbine Sales Agreement (“Agreement”), or current standard products. Alterations to Products which EWT deems necessary to (i) comply with specifications, safety standards or governmental regulations, (ii) make Products non‐infringing with respect to any intellectual property or other proprietary interest, or (iii) otherwise improve Products may be made at any time by EWT without prior notice to or consent of Customer, and such products shall be deemed fully conforming Products. 2. ORDERS: Customer shall purchase Products by execution of the acknowledgment of the Agreement by an authorized representative indicating specific Products, quantity, price, total purchase price, shipping instructions, requested delivery dates, bill‐to and ship‐to addresses, tax exempt certifications, if applicable, and any other special instructions. Any contingencies or additional terms contained on separate purchase orders or documents other than the Agreement are not binding upon EWT unless agreed to in writing by EWT. 3. PRICES: All prices are (a) firm for thirty (30) days from the date of the Agreement, provided such price may be adjusted in accordance with the Agreement in the event of a steel price fluctuation, (b) CIF/DES Named Port and (c) exclusive of taxes, handling and all other charges which are the responsibility of Customer. 4. TERMS OF PAYMENT: Payment terms shall be as set forth in the Agreement. EWT reserves the right, in its sole discretion, to require alternative payment terms including a commercial, irrevocable letter of credit or payment in advance. If at any time Customer is delinquent in payment of any invoice or otherwise in breach of this Agreement, EWT may, at its sole discretion, withhold shipments (including partial shipments) of any order or require Customer to pre‐pay for further shipments. All payments not received when due shall be subject to an additional charge of one and one half percent (1.5%) per month of the unpaid amount or the maximum rate permitted by law, whichever is less, until the date of payment. Customer has no Page 9 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) set‐off rights. Customer grants EWT a security interest in Products purchased under this Agreement to secure payment for those Products purchased and agrees that EWT may file in the appropriate jurisdiction any Uniform Commercial Code financing statements deemed necessary by EWT to perfect its security interest. Customer shall bear all costs of collection of any delinquent payments, including without limitation reasonable attorney fees. 5. SHIPPING: Shipping dates are approximate and the failure to ship on such dates shall not be considered a breach by EWT. Delay in delivery shall not relieve the Customer of its obligations to accept remaining deliveries. Delivery shall be deemed made upon transfer of possession to the carrier at the CIF/DES Named Port. All claims for shortage of Products delivered or for incorrect charges must be presented to EWT within ten (10) days after receipt of the particular shipment of Products or orders shall be deemed fully complete. Unless given written instruction, EWT shall select an independent carrier on behalf of Customer. 6. CANCELLATION: All sales are final. Customer may not cancel, terminate, suspend performance of, or issue a hold on any Customer order, in whole or in part, without the prior written consent of EWT. 7. LIMITED PRODUCT WARRANTY: EWT warrants that Product hardware will be free of defects in materials and workmanship, and conform to specifications set forth in published data sheets (or in its published user manuals for its system Products), for a period of two (2) years. The warranty commences on the date the Product is commissioned. EWT’s sole liability and responsibility under this warranty is to repair or replace any Product which EWT determines does not conform to the warranty. The warranty of replacement Products shall terminate with the warranty of the Product. Notwithstanding any provisions to the contrary, EWT’s sole and exclusive obligations are to Customer only. This warranty does not cover Products which are experimental, prototypes, used in field trials, damaged, disassembled, modified, misused, used in applications which exceed specifications or ratings, neglected, improperly or negligently installed or serviced, inadequately maintained or otherwise used in hazardous activities. 8. SOFTWARE LICENSE AND WARRANTY: For software and firmware contained in Products and all related documentation (collectively “Software”), EWT grants Customer a non‐exclusive license to use Software only with operation of a single Product. Such license is transferable only with the transfer of ownership of Products in which it is used. Customer shall not manufacture, modify, reproduce, copy, reverse engineer, decompile, disassemble or create derivative works of Software, except as required by law. EWT warrants that Software, under normal use and service as originally delivered to Customer, will function substantially in accordance with the functional description set in Products specifications for the warranty period. EWT’s sole liability and Customer’s sole remedy for breach of this Software warranty shall be, at EWT’s election, EWT’s good faith effort to rectify the nonconformity or replace the Software with Software that conforms. This warranty does not apply if Software failure is a result of accident, misuse, abuse, misapplication or modification. Customer acknowledges that any documentation delivered in conjunction with the Product is EWT’s proprietary information, and Customer may not disclose, Page 10 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) assign or sublicense such documentation and information to anyone without EWT’s prior written consent and then only on terms acceptable to EWT. 9. INTELLECTUAL PROPERTY INDEMNIFICATION: EWT will defend and hold Customer harmless against any claims, legal actions, and other expenses in connection with any claims that Products infringes or violates intellectual property right of any third party claim, on the condition that Customer notifies EWT promptly of the claim and gives EWT sole control of the defense and negotiations for its settlement or compromise. If Customer is, or may become, prohibited from use of Products by reason of an actual or anticipated claim, EWT will use its reasonable efforts to (a) obtain for Customer the right to use Products, (b) replace or modify Products so that it is no longer subject to a claim but performs the same functions in an equivalent manner, or (c) refund to Customer the amount paid in respect to Products as depreciated. EWT shall not have any liability to Customer if the infringement or other violation of a third party right is based in any way upon (i) the use of a Product in combination with other components, equipment or software not furnished by EWT, provided that EWT shall have no liability related to third party software used in conjunction with or incorporated into the Product; (ii) any Product which has been modified or altered; (iii) the manner in which the product is used even if EWT has been advised of such use; or (iv) EWT’s compliance with Customer’s designs, specifications or instructions. THIS SECTION STATES THE ENTIRE RESPONSIBILITY OF EWT CONCERNING INTELLECTUAL PROPERTY CLAIMS AND WILL SURVIVE TERMINATION OF THIS AGREEMENT. 10. LIMITATION OF LIABILITY: EXCEPT FOR THE WARRANTIES STATED IN SECTIONS 7 AND 8, THE SOFTWARE IS PROVIDED AS IS, NO WARRANTY, CONDITION OR REPRESENTATION, EXPRESS, IMPLIED, ORAL OR STATUTORY, IS PROVIDED TO CUSTOMER OR ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, ANY WARRANTY, CONDITION OR REPRESENTATION: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE; (B) THAT, EXCEPT AS PROVIDED IN SECTION 9, PRODUCTS OR SOFTWARE WILL BE FREE FROM INFRINGEMENT OR VIOLATION OF ANY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, OF THIRD PARTIES; OR (C) THAT OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTIES FAIL THEIR ESSENTIAL PURPOSE. CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND THE ONLY LIABILITY OF EWT IS EXPRESSLY LIMITED TO TERMS OF THIS AGREEMENT. EWT SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PRODUCTION, PROFIT OR REVENUE, LOSS OF USE OF OR DAMAGE TO ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS FROM CUSTOMER’S CUSTOMERS, ARISING FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF EWT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF EWT EXCEED THE AMOUNT PAID TO EWT FOR PRODUCTS AND Page 11 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) SOFTWARE FROM WHICH SUCH LIABILITY AROSE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE MOST RECENT CLAIM. CUSTOMER ACKNOWLEDGES THAT EWT SHALL HAVE NO LIABILITY IF PRODUCTS SOLD DO NOT MEET CUSTOMER’S NEEDS OR DO NOT CONFORM TO CUSTOMER’S SPECIFICATIONS AND/OR APPLICATIONS UNLESS EWT HAS EXPRESSLY AGREED TO ASSUME THIS LIABILITY IN A WRITING SIGNED BY EWT’S AUTHORIZED REPRESENTATIVE. 11. RIGHTS IN INTELLECTUAL PROPERTY: All rights, title and interest in and to any inventions, discoveries, improvements, methods, ideas, computer and other apparatus programs, derivatives and related documentation, other works of authorship fixed in any tangible medium of expression, or other forms of intellectual property, whether or not subject of statutory protection, which are made, created, developed, written, conceived or first reduced to practice by EWT solely, jointly or on its behalf, in the course of, arising out of, or as a result of work performed under an order or this Agreement shall belong to and be the sole and exclusive property of EWT. Further, Customer shall not remove, alter, erase, deface or cover over any markings on Products, Software or its documentation. 12. CUSTOMER REPRESENTATION: Customer acknowledges that EWT has not manufactured Products hereunder in compliance with Customer’s specifications and/or applications, unless EWT has expressly agreed to do so in a separate writing signed by EWT’s authorized representative. Customer acknowledges that it is the Customer’s responsibility to determine whether the Products sold hereunder meet Customer’s needs and/or conform to Customer’s specifications and/or applications, unless EWT has expressly agreed to do so in writing. Customer further warrants and represents to EWT that it will comply with all applicable federal, state and local laws, executive orders, rules and regulations. THE PARTIES HERETO AGREE TO WAIVE ANY AND ALL JURY TRIAL. 13. EXPORT RESTRICTIONS: Customer or Customer’s Agents shall obtain all licenses, permits and approvals required by any government and shall comply with all applicable export laws of the United States and other countries including rules, policies and procedures of the applicable governments and other competent authorities. Customers will indemnify and hold EWT harmless for any violation or alleged violation by Customer of such laws, rules, policies or procedures. This Section shall survive termination or expiration of the Agreement. 14. GENERAL TERMS: 14.1 The validity, interpretation and performance of this Agreement shall be governed by and construed under the applicable laws of the State of New York as if performed wholly within the state and without giving effect to the principles of conflict of laws. The parties specifically disclaim the application the United Nations Convention on Contracts for the International Sale of Goods. Page 12 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) 14.2 EWT shall not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, terrorism, fire, explosion, epidemics, or other occurrences beyond EWT’s reasonable control or due to unforeseen circumstances. In the event of such delay, this Agreement shall not be terminated and the date of performance will be extended for a reasonable period of time equal to the period of delay. 14.3 EWT may, on giving notice to the Customer, terminate this Agreement on written notice to the Customer if the other party fails to remedy a breach of any material obligation under this Agreement within thirty (30) days after receiving notice from EWT. If the Agreement is terminated, the parties will continue to be liable for any obligations arising from or liabilities accrued or executed prior to termination. In addition to any other remedies, EWT may seek injunctive relief in respect of any breach of the Agreement by Customer. Notwithstanding the foregoing, Sections 4, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive the termination of this Agreement. 14.4 Waiver by EWT of any provision in this Agreement must be in writing and shall not be deemed to be a waiver of such provision in the future or of any other provision of this Agreement. 14.5 Customer shall hold confidential and shall not use, disclose or permit others to use any confidential information identified as such in writing or orally by EWT, or information which Customer knows or ought to reasonably know is confidential, proprietary or trade secret information of EWT, including, without limitation, trade secrets embodied in Software or Products. 14.6 Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred by Customer (by operation of law or otherwise) without the prior written consent of EWT. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties. 14.7 In the event that any terms of this Agreement, apart from payment, become or are declared to be illegal by any court of competent jurisdiction, such terms shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. 14.8 Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever. 14.9 EWT neither assumes nor authorizes any third party, person or entity to assume or accept any liability or obligation, or to make any commitment for EWT with regard to EWT Products, Software or services. Page 13 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) 14.10 This Agreement constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement, and there are no understandings, agreements, representations, conditions, warranties, or other terms, express or implied, which are not specified herein. This Agreement may only be modified by a written document executed by authorized representatives of EWT and Customer. The remainder of this page is blank Page 14 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) Annex 1 – Technical Specification Rotor Generator Type 3-Bladed Type Synchronous Horizontal axis Nominal power 750 or 900 kW Position Up wind Voltage 690 or 945 Volt Diameter 51.5 and 54 meter Field excitation Active wound rotor Swept area 2082/2290 m² Protection IP 54 Rotor speed Variable Insulation class F Nominal 26 rpm Power regulation Pitch control Service brake Rotor tilt angle 5° Type Maintenance brake Position At hub flange Blade set Calipers Hydraulic 1 piece Type PMC 24.5 or 25.8 Blade length 24.5 or 25.75 m Yaw system Tip chord 0.723/0.542 m Type Active Root chord 2.402 m Yaw bearing Yaw drive 4 point ball bearing Electric motors Aerodynamic profile DU91, DU98 and NACA 646 Yaw brake Passive friction brake Material Glass reinforced epoxy Tower Type Tapered tubular Surface color Light grey RAL 7035 tower Hub height 40 meter 50 meter Inverter system 75 meter Type Voltage source inverter Surface color Light grey RAL 7035 Control Micro processor Cooling Forced air or water cooled Safety system Grid coupling AC-DC-AC Type Independent pitching blades Transmission system Activation Redundant electrical Type Couplings Direct drive Flange connections only -mechanical Controller Type PLC Remote monitoring LWMS Page 15 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) Annex 1 – Technical Specification Masses Rotor assembly 15,500 kg Load supporting data Hub Nodular cast iron Generator 30,000 kg Main bearing 3–row roller bearing Nacelle assembly 10,000 kg Generator support Welded construction Tower 46.5 meter 46,000 kg Nacelle Welded construction Tower 70.5 meter 88,000 kg Temperature range Operational data Minimum on operation - 20° C Cut in wind speed 2.5 m/s Minimum on standby - 30° C Cut out wind speed 25 m/s Maximum on operation + 45° C Maximum on standby + 55° C Power factor Power quality 1.00 adjustable THD < 2.5% Power peak P < 1.03 Page 16 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) Annex 2 – Electrical Specification Generator Type Multiple pole synchronous Rotor speed Protection 26 rpm IP 54 Number of phases 6 Power at 690 V and nominal grid conditions Power factor at 25% load 1.00 Power factor at 50% load 1.00 Power factor at 75% load 1.00 Power factor at 100% load 1.00 Harmonic current distortion THD < 2.5% Power peak (P max / P nom) p < 1.03 Flicker c < 14 Controlled power up 30 s approximately Controlled power down 6 s approximately other values optional DP/dt control Optional Drive train efficiency at nominal grid conditions Efficiency at 25% load 87% Efficiency at 50% load 90% Efficiency at 75% load 90% Efficiency at 100% load 89% Cooling Generator cooling Air cooling ( not forged) Power converter cooling Forced air or water cooling Converter protection Circuit breaker ABB Surge arrestors 10 kA Winding protection Insulation class F Thermistors 6 x PTC Analogue temperature 4 x PT –100 Earthing requirements Earth resistance According to IEC Depth electrodes Minimal 2 x 50 mm2 / Maximum resistance 2.5 Ohm Ring electrodes Minimum 1 x 50 mm2 Foundation reinforcement Must be connected to earth electrodes Page 17 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) Annex 2 – Electrical Specification Medium voltage connection Transformer rated apparent power 900 kVA (at cos(phi) = 1) (dependent on desired cos (phi) ) Rated frequency 50 Hz or 60 Hz supply data at order Rated voltage primary 10-50 kV (dependent on local grid) Taps -7.5, -5, -2.5, 0, +2.5, +5, +7.5% on HV - Inquire for other possibilities. Metering To be installed independent from turbine Rated voltage secondary 690 V Losses at nominal power 1.5% Protection of LV side transformer LV surge arrestors. To be supplied with the transformer. MV main circuit breaker Capable of protecting the transformer, SCC of turbine is minimal, see below. Short circuit current contribution of turbine I max 1100 A rms / 1560 A peak DI/dt max 2040 A / ms Grid requirements Rated voltage 690 V Rated current @ cos (φ) = 1 753 A Low voltage 690 Vac, +10% — - 10% Minimum frequency 96% of rated Maximum frequency 104% of nominal. Other limits optional Maximum harmonic voltage distortion on point of common coupling (POCC), without turbine. According to IEC 61000-3-6 Power consumption from grid Standby generator Stand still heating. 1 kW Yawing 3 kW During cut in active pitch & yawing 7 kW Page 18 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) Annex 2 – Electrical Specification General information • Medium voltage switch has to be delivered with the transformer. Specifications of the switch depend on the local grid and the contribution of the turbine to the short circuit current. • Transformer and M switch gear to be supplied in separate compartment next to the foundation. This can be included in the scope of demand. • Cables for remote control have to be installed by the contractors for electrical installation work. • The customer has to provide the following grid data: • MV voltage • Frequency • Short circuit power at POCC • Impedance of POCC • Applicable local power quality standards Page 19 of 20 EXHIBIT 1 EWT‐Americas Inc. STANDARD TERMS AND CONDITIONS (Effective October 20, 2008) Page 20 of 20