This document is a general purchase agreement between a supplier and X (and its affiliated companies) concerning the supply of tubular steel towers equipped with tower interiors and accessories for wind turbine generator systems. Key points include: - The supplier will supply towers and components according to X's specifications. - Orders will be placed through individual purchase orders that reference this agreement. X may conduct competitive bidding processes. - The supplier is responsible for quality assurance and reporting. Towers must meet applicable technical standards. - Pricing will be negotiated separately. The supplier bears costs of packaging and delivery. Payments are due within 30 days of delivery and approval. - Delay penalties of 3% per delayed week

1. May , 20_,_,
General Purchase Agreement
between _________________
.....................................................
.....................................................
.....................................................
- hereinafter referred to as „ X “ -
and _________________
.....................................................
.....................................................
.....................................................
- hereinafter referred to as „SUPPLIER“ -
- ‘ X ‘ and SUPPLIER each hereinafter also referred to as a
“Party” and collectively as the “Parties” -
- SUPPLIER, PURCHASER (as defined below) and/or ‘ X ‘ if
the context requires, hereinafter referred to as a “party”
and collectively as the “parties” -
concerning the supply of tubular steel towers equipped with
tower interiors and accessories for wind turbine
generator systems of ‘ X ‘ of the types ‘ X ‘
....................................
CONTENTS

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Preamble.......................................................................................................... 2
1. Basis of this Agreement ........................................................................... 3
2. Contracting Partner; Subcontractors; Third Parties ....................................... 3
3. Scope of Supply and Service..................................................................... 4
4. RFQ/Purchase Orders .............................................................................. 4
5. Terms of Supply; Place of Performance....................................................... 6
6. Delay in Supply ...................................................................................... 7
7. Amendments; Cancellations ..................................................................... 7
8. Prices ................................................................................................... 8
9. Payment/ Invoicing ................................................................................. 8
10. Technical Changes .................................................................................. 9
11. Supply of Spare Parts .............................................................................. 9
12. Quality Assurance................................................................................... 9
13. Tests; Measurements; Examinations .........................................................10
14. Warranty; Liability .................................................................................11
15. Other Liability .......................................................................................12
16. Warranty regarding Violation of Protective Rights, Design Documents 13
17. Special Provisions regarding Specific Preparation of Construction Documents,
Specifications and the like of SUPPLIER for PURCHASER ...............................14
18. Insurances ...........................................................................................14
19. Securities, Annual Financial Statement of SUPPLIER.....................................14
20. Notices ................................................................................................15
21. Applicable Law; Venue............................................................................16
22. Confidentiality.......................................................................................16
23. Standard Terms of Purchase and Supply, ...................................................16
24. Term and Termination of this Agreement ...................................................16
25. Miscellaneous........................................................................................17
Preamble
Whereas,
A) SUPPLIER is a manufacturer of tubular steel towers with extensive experience in
producing such components for the use in wind turbine generator systems; and

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B) ‘ ______________ ‘ or ‘ X ‘’ affiliated companies in the meaning of section 15 et
seq. of the German Stock Companies Act (Aktiengesetz hereinafter “AktG”) and
listed under Annex B) (hereinafter jointly referred to as “‘ X ‘ Group”, and each
such company individually referred to as “PURCHASER”) intend to maintain a
long-term and trusting business relationship with SUPPLIER and intend to order
at regular intervals tubular steel towers from SUPPLIER according to
PURCHASER`s need.
Now, in order to subordinate all orders to be concluded separately under this general
purchase agreement to uniform and consistent terms and conditions, SUPPLIER and ‘ X
‘ agree to the following general purchase agreement (hereinafter the “Agreement”):
1. Basis of this Agreement
1.1 This Agreement governs the supply by SUPPLIER of tubular steel towers
equipped with tower interiors and accessories for wind turbine generator
systems of the type(s) ‘ X ‘ ................... and other types according to the scope
of supply and services set out in clause 3 below (hereinafter “Supply Item”).
SUPPLIER acknowledges that the wind turbine generator systems of PURCHASER
are to be installed worldwide and will be equipped with the Supply Items from
SUPPLIER.
1.2 Neither ‘ X ‘ nor any PURCHASER commit to any minimum quantities of the
Supply Items that PURCHASER will require or purchase under this Agreement.
2. Contracting Partner; Subcontractors; Third Parties
2.1 This Agreement shall be binding for SUPPLIER and all PURCHASERS placing
orders hereunder.
2.2 This Agreement shall apply to all orders placed by PURCHASER with SUPPLIER as
per clause 4 during the term of this Agreement and is automatically incorporated
with all its stipulations and enclosures in any and all such orders from a
PURCHASER to SUPPLIER, provided that a PURCHASER shall have the option to
specifically elect to negotiate a separate agreements directly with the SUPPLIER,
but solely at the option of such PURCHASER. In no event shall ‘ X ‘ be jointly
and/or severally liable with any PURCHASER under this Agreement or any
individual order.
2.3 SUPPLIER‘s suppliers that provide the main components listed in Annex 2.3 for
the production of the Supply Item shall be approved by ‘ X ‘ prior to each order.
SUPPLIER may not change any of those listed suppliers, not subcontract the
whole or any portion of the scope of supply and services without ‘ X ‘` prior
written consent to such change or subcontract. In any case (irrespective of

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whether such subcontracting has been consented or not) SUPPLIER shall remain
fully responsible and liable for its subcontractors in all aspects. ‘ X ‘ is entitled to
amend Annex 2.3. The amendment shall become effective as soon as
_________________nds SUPPLIER the notification of the amendment and
SUPPLIER does not object to the amendment in writing at the address stated in
clause 20 within ........ weeks.
3. Scope of Supply and Service
3.1 The Supply Item shall comply with the ‘ X ‘ specifications (as well as the
technical execution guidelines contained therein) as agreed upon between the
parties in the respective purchase orders. Further, the Supply Item shall comply
at a minimum with the applicable national and international laws and regulations,
technical rules and provisions, and the applicable German security standards.
SUPPLIER shall be obligated to diligently review all documents and information –
if any - submitted by PURCHASER, and notify PURCHASER without delay should
such documents, according to SUPPLIER’s opinion, include errors or wrong
assumptions or be incomplete.
3.2 ‘ X ‘ shall be entitled to amend the specifications agreed in the purchase orders.
The amendment shall become effective as soon as _________________nds
SUPPLIER an amendment of the specification declared as “Amendment
Notification” or “Note of Change” and SUPPLIER does not object to the
amendment in writing at the address stated in clause 20 within ....... weeks.
3.3 The scope of supply of SUPPLIER shall also contain a complete and detailed
documentation of all delivered parts and components including detailed and up-
to-date construction drawings.
3.4 SUPPLIER shall keep PURCHASER up-to-date regarding further technological
developments and offer improvements of the Supply Item to PURCHASER.
3.5 SUPPLIER shall establish a weekly progress reporting regarding the production
process which is to be submitted to PURCHASER each Friday in writing. The
content of the progress report shall be agreed upon with PURCHASER and shall
include, but not be limited to the ongoing production progress, to raw materials
and tower interiors.
4. RFQ/Purchase Orders
4.1 Ordering of the Supply Item shall be performed on the basis of a purchase order
(hereinafter the “Order”) which shall designate the order number, the Supply
Item, the quantities, the delivery address and the delivery deadline.

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4.2 PURCHASER may carry out a bidding process in form of a request for quotation
(hereinafter referred to as “RFQ”) to receive offers from potential suppliers
selected by PURCHASER (“Participants”) for the purposes of tendering
competitively each order of a Supply Item in the open market.
The RFQ shall take place according to the following conditions of this Agreement
and, as the case may be, to the special conditions of the RFQ.
The RFQ issued by PURCHASER does not constitute a legally-binding offer, but
an invitation to make an offer. By making a bid by the Participants no contract
for delivery of the Supply Item is created.
4.3 In case of PURCHASER issuing an Order, the confirmation of an Order shall take
place within ...... working days following SUPPLIER’s receipt of the Order. If
SUPPLIER does not object to any Order within ...... working days of receiving
such Order, then the Order shall be deemed approved. This shall also apply, if
the conditions of the Order deviate from the provisions of this Agreement. If a
request of Supply Items, or versions of the Supply Items, complies with the
stipulations of this Agreement, particularly if there is compliance with the supply
times as confirmed by SUPPLIER, then SUPPLIER shall be obligated to confirm
PURCHASER’s respective Order and respective supply.
4.4 Every Order shall, by reference to this Agreement, incorporate the conditions as
stipulated in this Agreement as part of every individual Order. However, under
the condition that PURCHASER and SUPPLIER explicitly and in writing agree on
terms and conditions different than those stipulated in this Agreement, such
individual agreement in an Order shall prevail.
4.5 The PURCHASER who initiates the Order, and subsequently becomes entitled and
obligated in connection with this Agreement, shall be indicated in the individual
Order, including such PURCHASER’s address and contact person. Invoices shall
be sent by SUPPLIER directly to PURCHASER.
4.6 The supply time shall be determined in the respective Order and shall be as a
maximum ....... weeks for every Supply Item, beginning on the date of the
respective Order. The aforementioned guaranteed supply time shall be annually
reviewed by the Parties regarding its adequacy and, if necessary, adjusted. If
the supply terms provide the delivery of the Supply Item by SUPPLIER
(INCOTERMS groups C and D), then the agreed delivery date shall be the day
specified in such Order. If the supply terms provide pick-up of the Supply Item
by PURCHASER (INCOTERMS groups E and F), then the agreed delivery date
shall be the date stipulated in such Order less ...... days, which corresponds to
the number of days usually required to transport the Supply Item from

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SUPPLIER to PURCHASER. In the event that a calendar week or a month should
be agreed upon, the first working day of such calendar week or month shall be
the agreed delivery date.
4.7 Furthermore, the respective PURCHASER shall have the opportunity to amend
the following terms of any Order up to 16 weeks prior to an agreed delivery date:
(a) Place of supply,
(b) PURCHASER
and thus, to assign the Order to another company, affiliated to ‘ X ‘ pursuant to
section §§ 15 et seq. AktG. All other conditions shall remain unaffected by such
amendments (e.g. agreed supply dates remain binding).
4.8 Storage of approved Supply Items manufactured and ready for delivery shall
take place on SUPPLIER’s premises and costs up to a maximum time of .....
months. SUPPLIER shall mark such storage Supply Items as PURCHASER’s
property, so that they can definitely be identified as such. Delivery from stock
shall be performed upon call-off by PURCHASER in the amounts ordered in each
case.
4.9 In the event of termination of this Agreement, any Orders already made at the
time of termination remain unaffected.
5. Terms of Supply; Place of Performance
5.1 The Supply Items shall be supplied FCA _________________ Factory (PLEASE
INSERT THE ADDRESS of _________________ FACTORY) [pursuant to
INCOTERMS 2010] unless otherwise indicated in an individual Order.
Except as specified in the Order, the place of fulfillment for the delivery shall be
the aforementioned delivery address.
SUPPLIER shall be obliged to perform the complete and appropriate packaging of
the Supply Item for transportation. SUPPLIER is aware that PURCHASER installs
wind turbine generators systems worldwide.
5.2 In any case, the risk of loss in respect of the Supply Item shall only transfer to
PURCHASER once PURCHASER has acknowledged receipt at the designated place
of fulfillment and has approved the Supply Item delivered, such approval not to
be unreasonably withheld or delayed.
5.3 PURCHASER shall have the right but not the obligation to check the quality of the
Supply Item at SUPPLIER’s production site. This quality check by PURCHASER
shall be undertaken within one week from the receipt of SUPPLIER’s notification
of Supply Item’s readiness for delivery by using the Completion Declaration as

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attached as Annex 5.3, subject to SUPPLIER’s prior notification at least two
weeks in advance to the date of readiness for quality approval. Such approval, or
deemed acceptance in the case of appropriate notification by the SUPPLIER, does
not constitute PURCHASER’s statement that such Supply Item is free of defects
nor a waiver of any defect liability rights, which shall remain valid within the
limitations stipulated in this Agreement.
6. Delay in Supply
6.1 SUPPLIER shall be obligated to notify PURCHASER immediately regarding the
occurrence or likelihood of possible supply problems. Should a delay be
anticipated, PURCHASER shall have the right, at SUPPLIER’s expense to take
appropriate measures to mitigate such delay, including without limitation
providing personnel or material as well as performing transactions with third
parties for a suitable supply item.
6.2 If the delivery dates of PURCHASER as determined in the Order are exceeded,
SUPPLIER shall pay, without prejudice to further claims PURCHASER may have,
for every commenced week of the delay a flat rate of liquidated damages in the
amount of 3% per week of the price of the Supply Item subject to the delay,
unless SUPPLIER proves that the actual damages with respect to the delay are
less than the liquidated damages. The right of PURCHASER to assert further
damages for the delay remains unaffected by this provision.
6.3 If, during the term of this Agreement, SUPPLIER is in delay with the delivery of
two successive Supply Items, then PURCHASER shall be entitled to cancel all
Orders free-of-charge and to terminate this Agreement for cause without notice.
Further rights remain reserved.
7. Amendments; Cancellations
7.1 PURCHASER may cancel total quantities or subsets of ordered Supply Items at
any time (in the following a “Cancellation”). Should individual Orders be
cancelled, PURCHASER shall reimburse SUPPLIER the percentage of the selling
price stated below in clause 7.3, based on the status of the produced or partially
produced Supply Items, reciprocal and simultaneous against transfer of
ownership of the process materials to PURCHASER, but only if no free-of-charge
cancellation or termination is available under this Agreement, and only to the

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extent that no alternative utilization by SUPPLIER is possible. Upon receipt of
notice of a Cancellation from PURCHASER, SUPPLIER shall substantiate the
production step that such cancelled Supply Items are in, complete such
production step, and perform no further work.
7.2 SUPPLIER shall store processed material free-of-charge for PURCHASER up to a
period of 6 months. At the end of the free-of-charge storage period, PURCHASER
shall either call-off the goods for further manufacture and delivery or pay
SUPPLIER the costs for further storage.
7.3 Lump sums to be paid by PURCHASER:
 Primary Material 35 % of selling price
[Which SUPPLIER has already ordered, consisting of raw material – Steel
plates, flanges, door frame]
 Semi-finished Supply Items 65 % of selling price
[SUPPLY ITEM with steel plates (shells) and flanges, without interiors and
painting, so called “Black towers”]
 Finished Supply Item 100 % of selling price
[Upon completion / readiness for shipment]
8. Prices
8.1 The prices for the Supply Item shall be negotiated between PURCHASER and
SUPPLIER separately.
8.2 All prices are understood to be net prices, plus any applicable statutory value
added tax, and including adequate packaging, shipment to place of supply as
stipulated in clause 5 and the necessary shipment devices (euro-pallets or the
like).
All other taxes, customs, duties or import fees of whatsoever nature shall be
borne by SUPPLIER (taking into account the delivery conditions agreed upon). As
regards tax liability SUPPLIER shall be obliged to observe the applicable national
regulations of the respective country of (services) performance and international
regulations. PURCHASER, however, shall be entitled to withhold the relevant
tax’s amounts from payments where required to do so by law.
9. Payment/ Invoicing

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9.1 Payments shall be made ..... days net upon delivery in accordance with this
Agreement, quality approval by PURCHASER according to clause 5.3 and receipt
of the invoice by PURCHASER. Invoices may only be raised after quality approval
by PURCHASER.
9.2 Payments made by PURCHASER do not constitute acknowledgement of
satisfactory delivery of Supply Items or services.
10. Technical Changes
10.1 Technical deviations from the specification shall require ‘ X ‘’s prior express
written consent by both PURCHASER’s employee commercially in charge
regarding SUPPLIER and the central engineering department of ‘ X ‘. Technical
deviations from the specification shall be the exception and will only be approved
by ‘ X ‘ if those deviations achieve a definable benefit to PURCHASER and/or a
reduction in costs.
10.2 As a rule, ‘ X ‘ and/or PURCHASER will not consent to changes that could
negatively affect a certification by e.g. – but not limited to - “Germanischer
Lloyd”, “TÜV Nord” or any another comparable certification institution.
11. Supply of Spare Parts
11.1 SUPPLIER warrants that a supply of spare parts for the Supply Items at standard
market conditions shall be available for a period of 20 years, starting from the
last delivery of a Supply Item to PURCHASER. This obligation may be fulfilled by
the supply of improved products (if compared with the specification) provided
that such products are fit for the intended purpose.
11.2 Upon request, SUPPLIER shall provide PURCHASER with spare part lists including
all relevant standard commercial designations as used by the spare part
manufacturers to enable PURCHASER to identify and assess the suitability of
such spare parts.
11.3 As PURCHASER has - particularly during the warranty period - a strong interest
in quality assurance in order to fulfill PURCHASER`s own warranty obligations,
spare parts shall be delivered directly to ‘ X ‘, and not to the operator of the wind
turbine generator. Notwithstanding the aforementioned, SUPPLIER shall inform
PURCHASER of any direct deliveries to ‘ X ‘’s end customers.
12. Quality Assurance
12.1 SUPPLIER shall establish and maintain a valid and certified quality assurance
system pursuant to DIN ISO 9001. The quality control shall be performed in-

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house by SUPPLIER according to the standards acknowledged by PURCHASER in
writing.
12.2 Should SUPPLIER for the purpose of production or quality assurance of the
Supply Item, obtain production or test equipment, material, spare parts or other
supply from SUPPLIER`s own contractual partners or sub-suppliers, SUPPLIER
shall either include them in SUPPLIER`s own quality management system or
shall otherwise ensure the quality of such pre-deliveries. Such inclusions shall
not relieve SUPPLIER of SUPPLIER’s sole liability for the Supply Item towards
PURCHASER.
12.3 PURCHASER and PURCHASER’s customer respectively shall have the right, at any
time upon reasonable notice, to inspect the production facilities of SUPPLIER or
SUPPLIER’s suppliers or sub-suppliers to obtain information regarding production
status, material stock, personnel situation and production quality for the
purposes of ensuring compliance with delivery dates and quality assurance.
SUPPLIER shall make available a highly qualified employee to support
PURCHASER or PURCHASER’s customer during such inspection.
Such inspection shall not affect any of PURCHASER’s claims arising from delay in
delivery and/or any quality deficiencies.
PURCHASER’s inspection of SUPPLIER’s processes shall not release SUPPLIER
from SUPPLIER’s responsibility and shall not constitute legal acceptance of any
Supply Items.
12.4 SUPPLIER shall, through labeling of the Supply Items or, if such labeling is not
possible, by other adequate measures, ensure that if a Supply Item is found to
be defective, SUPPLIER can immediately identify other Supply Items that may
also be defective. Further, SUPPLIER shall inform PURCHASER of SUPPLIER`s
labeling system or about any of those other measures, so that PURCHASER shall
be able to make own findings to the extent necessary.
12.5 SUPPLIER shall comply with the quality assurance system of PURCHASER. The
quality assurance agreement as attached in Annex 12.5 shall form a part of this
Agreement upon signature of this quality assurance agreement.
12.6 SUPPLIER shall provide PURCHASER with a copy of SUPPLIER`s complete
documentation of quality assurance measures immediately upon conclusion of
this Agreement.
13. Tests; Measurements; Examinations

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13.1 Tests, measurements and examinations shall be performed by SUPPLIER prior to
any delivery of the Supply Item according to specifications as agreed upon
between PURCHASER and SUPPLIER. Costs thereof, including costs for required
investments in measuring, testing fixtures etc., shall be borne by SUPPLIER in
full.
13.2 SUPPLIER shall perform series tests and hand over copies of the documented
test results in form of a test protocol, together with the delivery documents
and/or invoices, to PURCHASER. Further, SUPPLIER shall store a copy of the
protocols as well as any samples of the Supply Item in an orderly fashion for a
period of 20 years and shall, upon PURCHASER’s request, hand over such
samples to PURCHASER. At PURCHASER’s request, SUPPLIER shall give
PURCHASER the opportunity to participate in the quality assurances tests and
provide reasonable prior notice to PURCHASER of the test dates.
13.3 With regard to the tests, measurements and examinations performed by
SUPPLIER prior to any delivery, an inspection of the Supply Item by PURCHASER
shall not be required. Thus, PURCHASER shall not be obligated for an incoming
inspection; SUPPLIER herewith waives SUPPLIER`s right to claim for a delay in
notice of defect pursuant § 377 HGB (German Commercial Code). PURCHASER
shall examine the Supply Item during hand-over only regarding obvious
damages of packaging.
13.4 If PURCHASER examines or reserves the right to examine SUPPLIER’s
construction documents, calculations, drawings etc., PURCHASER shall not
assume any responsibility for the accuracy and completeness of these
documents by such examination. SUPPLIER shall be solely responsible and liable
for SUPPLIER’s documents. PURCHASER, however, shall notify SUPPLIER without
delay, should PURCHASER discover any defects when examining documents.
13.5 PURCHASER may retain, at its sole discretion, a third party to monitor the
production process of SUPPLIER in case of production difficulties / foreseeable
delivery delays. SUPPLIER shall pay 50% of such costs, however, limited to a
maximum amount of EUR ...............
14. Warranty; Liability
14.1 During the term of this Agreement, SUPPLIER shall adhere to a consistent
production method with substantially consistent materials. SUPPLIER must
provide prior written notice to PURCHASER if SUPPLIER intends to make any
change in the production process or materials. Such changes shall be permitted
only if (a) PURCHASER has given PURCHASER`s prior written consent and (b)
such changes do not adversely affect the fitness of the Supply Item for the
purposes set forth in this Agreement.

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14.2 SUPPLIER warrants that the Supply Items shall conform to the standards,
specifications, technical specifications, drawings or other descriptions and all
amendments and modifications thereto furnished by PURCHASER. The Supply
Item is suitable for the purpose as determined in the specification as agreed
upon between PURCHASER and SUPPLIER, including possible amendments and
supplements. SUPPLIER shall assume, despite the place of performance, all
additional costs as disassembly and reassembly, transport, crane hire etc. and
shall further be liable pursuant to the statutory provisions.
14.3 Upon notice to SUPPLIER, PURCHASER shall be entitled to carry out any repair at
SUPPLIER’s expense if there is imminent danger or special urgency, a grace
period previously granted to SUPPLIER for the repair of defects or deficiencies
has elapsed without repair, SUPPLIER’s performance failed, or if it appears
appropriate to mitigate damage.
14.4 The warranty period for SUPPLIER’s warranty obligations in respect of Supply
Items shall be a 66-month period as from the time of acceptance (which
normally takes place within three months from commissioning of the wind
turbine generator system), and a maximum of 75 months after delivery by
SUPPLIER, provided that a delay in acceptance was not due to PURCHASER’s
fault. Once a defect is reported, PURCHASER’s right to claims related to such
reported defect shall not lapse sooner than 6 month following the report of the
defect. For replaced and/or repaired parts the warranty period starts anew as of
the date of the end of the replacement and/or repair.
15. Other Liability
15.1 Product Liability
If PURCHASER is subject to claims due to violation of official safety regulations
or due to violation of national or international product liability provisions arising
out of any defects of PURCHASER’s product originating from supply or services of
SUPPLIER, then PURCHASER shall be entitled to demand compensation of the
damages from SUPPLIER. If such product defects originate from supplies or
services of suppliers or sub-suppliers of SUPPLIER, then such defects shall be
considered as product defects of SUPPLIER.
SUPPLIER shall indemnify PURCHASER from all third party claims against
PURCHASER arising from any such defects of SUPPLIER’s supply or services.
15.2 Liability for Environmental Damages

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SUPPLIER shall be liable for all damages arising in connection with SUPPLIER`s
supply or services out of the violation of any judgment, decree, order, law,
license, rule or regulation pertaining to environmental matters, including those
arising under the German Immission Protection Act, the German Water
Resources Act, the German Waste Act, the U.S. Clean Air Act, the U.S. Clean
Water Act, the U.S. Resource Conservation and Recovery Act, the U.S.
Comprehensive Environmental Response, Compensation, and Liability Act, the
U.S. Superfund Amendments and Reauthorization Act, the U.S. Toxic Substances
Control Act, or any foreign, state or local statute, regulation, ordinance, order or
decree relating to the prevention of pollution, regulating the discharge of
hazardous substances, remediation of contamination, protection of natural
resources or the environment, or the protection of human health from exposure
to hazardous substances.
SUPPLIER shall indemnify PURCHASER from all third party claims against
PURCHASER arising from such violation.
16. Warranty regarding Violation of Protective Rights, Design Documents
16.1 SUPPLIER warrants that the Supply Item is free from defects of title and that the
Supply Item does not infringe, dilute or misappropriate any third party rights,
including intellectual property rights and copy rights (hereinafter “Protective
Rights”). Should a third party assert a claim against PURCHASER in connection
with the Supply Item on grounds of violation of Protective Rights (“Claims”),
PURCHASER shall notify SUPPLIER without delay. In the event of possible third
party Claims, SUPPLIER shall indemnify PURCHASER from all such Claims upon
initial written request. The duty of indemnification shall extend to all expenses
arising to PURCHASER necessarily from and/or in connection with such Claims.
Furthermore, SUPPLIER, at SUPPLIER`s expenses and at PURCHASER’s option,
shall either: (a) procure for PURCHASER a sufficient right of use for the contract
purposes of the Supply Items affected by the Protective Rights or (b) exchange
the Supply Items free-of-charge for goods that are not subject to third party
Protective Rights, provided that such replacement goods shall meet all the
specifications of this Agreement or (c) take back the concerned Supply Items
and reimburse PURCHASER for the purchase price.
16.2 SUPPLIER must provide PURCHASER with accurately detailed design documents
for the Supply Items, in electronic form, or must deposit these design documents
with a German notary public for a 20-year period and have a notarial
confirmation of such deposit issued to PURCHASER. Under this notarial
confirmation, PURCHASER shall be entitled to obtain a copy of any detailed,
accurate design documents which have been deposited with the notary public, in
the event of any insolvency proceedings being instituted against SUPPLIER, or if
such proceedings are rejected due to lack of assets, or if SUPPLIER no longer

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supplies and/or repairs the Supply Items. In such cases, PURCHASER shall be
entitled to use the design documents for the manufacture of the Supply Items
either by PURCHASER or by a third party and to freely dispose of the accordingly
manufactured goods.
17. Special Provisions regarding Specific Preparation of Construction
Documents, Specifications and the like of SUPPLIER for PURCHASER
17.1 If SUPPLIER creates parts of the specification or parts of the Supply Items
according to PURCHASER’s requirements whether individually or jointly with
PURCHASER, SUPPLIER shall be obliged to hand over to PURCHASER the created
drawings, models, reports, design documents etc. after their creation.
17.2 All results created while carrying out work, in particular know-how, inventions,
computer programs as well as documentations, reports and other documents,
even if performed by sub-suppliers, and any and all copyrights, patents and any
other intellectual property rights eligible for statutory protection resulting there
from (hereinafter “Results”) shall belong exclusively to PURCHASER.
18. Insurances
18.1 SUPPLIER shall be obligated to enter into a general liability insurance with an
insurance cover as described in Annex 18.1. SUPPLIER shall maintain the
insurance during the entire contract term and until expiry of the warranty period
for the Supply Items.
18.2 Proof regarding the conclusion of those insurances shall be rendered to
PURCHASER by providing an insurance confirmation clearly stating the extent of
cover as stated in Annex 18.1 and name the PURCHASER as an additional
insured. SUPPLIER shall provide the confirmation upon conclusion of this
Agreement without delay and further submit such confirmation annually, and
additionally upon PURCHASER’s request again to PURCHASER. Upon request of
PURCHASER, SUPPLIER shall prove the performed payment of the insurance
premium by submitting a bank confirmation.
19. Securities, Annual Financial Statement of SUPPLIER
19.1 Following execution of this Agreement, SUPPLIER shall forthwith arrange for the
issue of a performance guarantee (to cover SUPPLIER’s performance and
warranty obligations under this Agreement and under each Order) with a first
class German/International bank is acceptable to ‘ X ‘, payable upon first
demand, to the value of EUR ................without requiring the exhaustion of
legal remedies and with the exclusion of the right of set-off (except for claims

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which have been awarded by a court of competent jurisdiction or acknowledged
by the other Party in writing), counter-claim, contestability or deposit in court.
This performance guarantee shall not be returned to SUPPLIER and shall remain
valid until the last Supply Item to be delivered under this Agreement is no longer
subject to any warranty obligation of SUPPLIER whatsoever.
19.2 Upon request of ‘ X ‘, SUPPLIER shall transmit, at latest six months after the end
of the respective business year, a copy of SUPPLIER`s audited annual financial
statement. Based on this statement, ‘ X ‘ is entitled to carry out a Financial Audit
of SUPPLIER.
19.3 SUPPLIER herewith confirms to ‘ X ‘ and PURCHASER, that SUPPLIER complies
with all applicable laws and regulations at all places SUPPLIER does business.
Moreover, such confirmation is embodied in the document as attached in Annex
19.3.
20. Notices
20.1 Any notice concerning this Agreement shall be in writing signed by the Party
giving such notice and shall be hand delivered or sent by letter or facsimile
transmission to the other Party at such address set forth below:
If delivered to SUPPLIER:
_________________
.........................................
.........................................
.........................................
.........................................
Facsimile: ..........................
If delivered to ‘ X ‘: _________________
.........................................
.........................................
.........................................
Facsimile: ..........................
20.2 Each Party shall have the right to change the place to which notice shall be sent
or delivered by similar notice sent to the other Party. The effective date of any
notice issued pursuant to this Agreement shall be at the time of delivery if
delivered in person, at the time of successful transmission is received if sent by
facsimile transmission, or 5 calendar days (every day including Saturdays,
Sundays and public holidays) after mailing (postage prepaid) if sent by mail.

16. Page 16 of 27
20.3 For communication between SUPPLIER, PURCHASER and ‘ X ‘ in execution of this
Agreement or any Order, the contact persons appointed by each party are
stipulated in Annex 20.3.
21. Applicable Law; Venue
This Agreement shall be subject to the laws of the Federal Republic of Germany
without reference to conflict of law principles as well as provisions of the
Convention on the International Sale of Goods. Exclusive venue shall be
Hamburg / Germany.
22. Confidentiality
The parties shall be obligated to keep all transmitted information including
production planning of PURCHASER and information regarding SUPPLIER strictly
confidential. The confidentiality agreement as attached in Annex 22 shall form
part of this Agreement.
23. Standard Terms of Purchase and Supply,
23.1 This Agreement and any subsequent order according to this Agreement shall also
be subject to PURCHASER’s General Purchasing Conditions (Annex 23.1). In the
event of conflict, this Agreement shall take precedence.
23.2 SUPPLIER’s General Conditions of Supply (or similar) shall not be applicable.
24. Term and Termination of this Agreement
24.1 The term of this Agreement shall be 3 years as from the execution hereof by
both Parties.
24.2 This Agreement shall automatically extend for another year if no Party
terminates within a notice period of 6 months prior to the end of the respective
term in writing by registered mail.
24.3 The right of the parties to terminate this Agreement and/or Orders for cause
shall remain unaffected.
In particular, each party shall be entitled to terminate this Agreement and/or the
respective not completed Orders at its discretion with a notice period of one
calendar week if insolvency proceedings have been filed for one of the parties
and such filing has not been withdrawn or declared void within a period of 30
days.

17. Page 17 of 27
‘ X ‘ shall be entitled to terminate this Agreement and/or the respective not
completed Orders at its discretion with a notice of one calendar week in each of
the following cases:
a) substantial deterioration of SUPPLIER’s assets and/or profit situation
creates doubts regarding the supply reliability of SUPPLIER that SUPPLIER
is unable to dispel; or
b) SUPPLIER is in material breach of obligations under this Agreement and/or
an Order and such breach continues for 30 calendar days after receipt of
written notice of such breach from ‘ X ‘, respectively PURCHASER.
25. Miscellaneous
25.1 Amendments and supplements of this Agreement are only effective in writing
and signed by authorized representatives of both Parties. This shall also apply to
amendments or revocation of this provision.
25.2 Should individual provisions of this Agreement be invalid, this shall not affect the
validity of the other provisions of this Agreement. Instead of such invalid
provision or in place of any omission, there shall be deemed agreed a provision
which as closely as possible fulfils the commercial purpose intended by the
Parties hereof which they would have agreed had they taken account of the
invalidity of the provision or of the omission.
25.3 This Agreement supersedes all prior agreements between the Parties and/or
stipulations between SUPPLIER and PURCHASER with respect to any Orders for
Supply Items on or after the date hereof, particularly purchase framework
agreements, consignment store agreements and agreements regarding rolling
planning.
.............., _______ 20_,_, .............., _________20_,_,
_________________ _________________
_________________ _________________
Name, Title Name, Title
Annexes:
Annex B List of ‘ X ‘ affiliated companies

18. Page 18 of 27
Annex 2.3 Suppliers of essential components
Annex 5.3 Completion declaration
Annex 12.5 Quality assurance agreement (QAA)
Annex 18.1 Insurance cover
Annex 19.3 Code of conduct
Annex 20.3 Contact persons
Annex 23 Confidentially agreement
Annex 23.1 Purchaser`s General Purchasing Conditions

19. Page 19 of 27
Annex B)
List of ‘ X ‘` affiliated companies (current as of February 20_,_,)
_________________
Langenhorner Chaussee 600
22419 Hamburg
Germany
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................

20. Page 20 of 27
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
‘ X ‘ _____________
..........................................................................................................................
..........................................................................................................................
...............................
Annex. 2.3
No. Component
1 Mechanical
Tower Interiors
2 Converter Cooling
3 Service Lift
4 Door
5 Cables
6 Ventilation System
7 Cable Clevis
Note for SUPPLIER: During RFQ-process prices for power cable and cable clevis will be provided
by PURCHASER.

21. Page 21 of 27
Annex 5.3
(FORM)
This form needs to change so that it is sent to the Purchaser (not all to Simone).
Annex 18.1
Scope of Insurance
The following insurance coverages, for which SUPPLIER shall obtain and deliver to
PURCHASER an insurance certificate from SUPPLIERs insurer, must be maintained by
SUPPLIER during the term of this Agreement:
General Liability Insurance:

22. Page 22 of 27
Coverage for bodily injury and third party property EUR ...................-
including
Extended Product Liability Insurance
The extended product liability insurance of SUPPLIER shall
be applicable during the complete term of the warranty
period according to clause 14 of the Purchasing
Framework Agreement; including the following terms and
conditions:
 re-assembling and dismantling costs
 testing and sorting costs
 as well as transport.
with a maximum coverage in each individual case of EUR ...................-
and an annual aggregate limit of EUR ...................-
further including consequential damages:
with a coverage of EUR ...................-
Guarantee Insurance:
Insured Interest:
This insurance has to cover SUPPLIER as well as any
company affiliated to SUPPLIER, regarding any risk of
warranty of any products and/or components as well as
services of SUPPLIER as delivered/provided to
PURCHASER.
maximum deductible (franchise /self-insured-retention) EUR ...................-
maximum coverage EUR ...................-
/ ...................-

23. Page 23 of 27
Annex 20.3
Contact Persons of PURCHASER and SUPPLIER
PURCHASER: _________________
Mr. .......................
Global Procurement
Chief Procurement Officer (CPO)
Phone: ..................................
Fax: ..................................
Mobile: ..................................
Email: ..................................
Mr. .......................
Global Procurement
Head of Global Category Management
Steel
Phone: ..................................
Fax: ..................................
Mobile: ..................................
Email: ..................................
Mr. .......................
Global Procurement
Purchasing Manager ( GCM-Steel)
Phone: ..................................
Fax: ..................................
Mobile: ..................................
Email: ..................................
Mr. .......................
Global Procurement
Strategic Buyer Towers( GCM-Steel)
Phone: ..................................
Fax: ..................................
Mobile: ..................................
Email: ..................................
SUPPLIER: _________________
Annex 22

24. Page 24 of 27
CONFIDENTIALITY AGREEMENT
1. The Purpose
PURCHASER and SUPPLIER are doing business on a regular basis based on a
framework purchasing agreement between ‘ X ‘ and SUPPLIER. SUPPLIER will
procure certain goods to PURCHASER. In this context SUPPLIER will receive
certain confidential information from ‘ X ‘ and/or PURCHASER with respect to
wind turbine generator systems, parts and components related thereto and with
respect to the operation of such wind turbine generator systems.
2. Definition
“Confidential Information” shall mean all information disclosed on or after the
date hereof by ‘ X ‘ and/or PURCHASER to SUPPLIER in any form (written, oral,
photographic, electronic, magnetic or otherwise) which may either be marked or
otherwise indicated to be “Confidential” or “Proprietary”, or such similar
language may be used, or it may be orally so designated without written
marking, or may not be marked or designated, but is nevertheless confidential,
non-public information of ‘ X ‘ and/or PURCHASER. Confidential Information may
include without limitation: technical data, methods, computer programs and
related materials, product specifications, processes, inventions, know how, sales,
marketing, business and financial information, customer lists, internal
memoranda and correspondence, provided, however, that “Confidential
Information” shall not include information which:
- is already in SUPPLIER’s possession as shown by SUPPLIER’s files and
records on the date of disclosure; or
- is rightfully received from a third party without restriction and without
breach of this Confidentiality Agreement or any similar agreement; or
- is independently developed by SUPPLIER as proven by its written records;
or
- is already in the public domain at the time it was disclosed or has entered
the public domain through no fault of SUPPLIER.
The burden of proof for the existence of any of the above exclusions lies with
SUPPLIER.

25. Page 25 of 27
3. Nondisclosure of Confidential Information
SUPPLIER shall not disclose Confidential Information of ‘ X ‘ and/or PURCHASER.
SUPPLIER agrees to protect as confidential any Confidential Information
disclosed to it by ‘ X ‘ and/or PURCHASER, and not to use any Confidential
Information for its own use or for any other purpose than agreed under clause 1
of this Confidentiality Agreement. SUPPLIER agrees that Confidential Information
may only be disclosed to those of its respective directors, employees, agents,
representatives and advisors (hereinafter referred to as “Representatives”) who
have a need to know such Confidential Information in order to fulfil the purpose
in clause 1 (need to know basis) and who are bound in writing by confidentiality
terms no less restrictive than those contained in this Confidentiality Agreement.
SUPPLIER shall be liable for any costs and damages caused by negligent or
intentional acts or omissions of any of its Representatives.
SUPPLIER also agrees to take all reasonable measures and steps to protect the
secrecy of the Confidential Information. Such measures shall include, but not be
limited to, the same degree of care that SUPPLIER utilizes to protect its own
Confidential Information of a similar nature, and shall be in any event no less
than reasonable care.
4. Exceptions
Notwithstanding anything in this Confidentiality Agreement, Supplier may,
however, disclose Confidential Information:
a) where the disclosure is required by law, provided that Supplier must give
sufficient notice to ‘ X ‘ and/or PURCHASER prior to such disclosure to enable
it to seek a protection order or other remedy; and
b) to a third party, but only if it is bound in writing by confidentiality terms no
less restrictive than those contained in this Confidentiality Agreement and
only with the prior written consent of ‘ X ‘ and/or PURCHASER.
5. No implied Rights
‘ X ‘ and/or PURCHASER warrant and represent that it has the right to deliver the
Confidential Information disclosed to SUPPLIER under this Confidentiality
Agreement. Confidential Information delivered hereunder shall remain the
property of ‘ X ‘ and/or PURCHASER, and this Confidentiality Agreement shall not
be construed as a right whatsoever in connection with Confidential Information.
Nothing contained herein shall create a joint venture between ‘ X ‘ and/or
PURCHASER and SUPPLIER.

26. Page 26 of 27
This Confidentiality Agreement will not be construed
a) to grant SUPPLIER any licence or right other than as expressly set out herein
in respect of the Confidential Information; nor
b) to require ‘ X ‘ and/or PURCHASER to disclose any Confidential Information
to SUPPLIER.
6. Return of Materials
Upon termination of collaboration or after written request of ‘ X ‘ and/or
PURCHASER, SUPPLIER will return to ‘ X ‘ and/or PURCHASER or destroy all
Confidential Information disclosed, especially all originals, copies, reproductions,
summaries and other tangible forms, except for one set of documents to be kept
in the legal department of SUPPLIER to monitor any ongoing obligations. At ‘ X
‘ and/or PURCHASER’s option, SUPPLIER shall confirm in writing that it has fully
complied with any such to destroy Confidential Information.
7. Term
This Confidentiality Agreement shall subsist for a period of five (5) years from
the date of disclosure of Confidential Information. The obligations stipulated in
this Confidentiality Agreement will remain effective even after the termination of
the framework purchasing agreement.
8. Responsibility
SUPPLIER acknowledges and accepts that
a) ‘ X ‘ and/or PURCHASER nor any of their respective directors, employees,
agents, representatives and advisers make any representation or warranty,
express or implied, as to the accuracy or completeness of the Confidential
Information and none of such persons shall have any liability to it or any
other person resulting from its or their use of the Confidential Information;
b) ‘ X ‘ and/or PURCHASER shall not be under any obligation to update any
Confidential Information or correct any inaccuracies therein or otherwise to
provide any additional information and ‘ X ‘ and/or PURCHASER reserve the
right at any time to terminate any discussions or negotiations with
SUPPLIER without notice or explanation and without liability;
c) SUPPLIER shall only be responsible for costs and expenses incurred by it
and its advisers and ‘ X ‘ and/or PURCHASER shall in no circumstances be
liable for any such costs and expenses; and

27. Page 27 of 27
d) SUPPLIER is a corporation expressing an interest for its own account and
not as agent for another person.
9. Public Announcements
Neither party shall publicly announce or disclose the existence of this
Confidentiality Agreement or its terms and condition, or advertise or release any
publicity regarding this Confidentiality Agreement, without the prior written
consent of the other party.
10. Remedies and Indemnification
The parties agree that a breach of this Confidentiality Agreement by SUPPLIER
may cause substantial and irreparable damage to ‘ X ‘ and/or PURCHASER, that
money damages will be difficult to ascertain, that remedies at law may be
inadequate to protect ‘ X ‘ and/or PURCHASER, and that accordingly, ‘ X ‘ and/or
PURCHASER is entitled to, among other remedies, the granting of specific
implement or other interdict for any actual or threatened breach of the
Confidentiality Agreement; always provided that nothing herein shall be
construed as prohibiting ‘ X ‘ and/or PURCHASER from pursuing other remedies
available to it by law or otherwise, including but not limited to specific
performance and recovery of monetary damages.
11. Entire Agreement
This is the entire agreement between the parties with respect to the Confidential
Information. There are no representations or covenants, express or implied,
other than those set forth herein.
12. Assignment
The rights under this Confidentiality Agreement may not be assigned or duties
delegated without the other party’s prior written consent and any attempted
assignment without such consent shall be void.