Buyer or any of its Affiliates (defined below) may purchase any or all of the wind turbine blades (Components) listed in Appendix 2 during the Term of this Agreement at the prices agreed to in this Agreement. Affiliate with respect to either Buyer or Seller means any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with either Buyer or Seller, as applicable; provided, however, that a fifty percent (50%) or less owned entity shall not be deemed an Affiliate of Seller. All purchases under this Agreement are subject to issuance of firm purchase orders (POs or Orders) by Buyer pursuant to GEEs Standard Terms of Purchase (the GEE Purchase Terms), incorporated by reference as Appendix 3, and any agreed updates, changes and modifications to the same. All POs, acceptances and other writings or electronic communications between the parties shall be governed by this Agreement. In case of conflict, the following order of precedence will prevail: a) this Supply Agreement; b) Supply Agreement Attachments; c) individual POs; and d) drawings, specifications and related documents specifically incorporated herein by reference.
This Agreement provides for the manufacturing, sale and delivery by Seller and the purchase by Buyer or any of its Affiliates (as defined herein) of those goods (Components) specified in Appendix 1 during the Term (as defined herein) of this Agreement at the prices agreed to in this Agreement. Affiliate with respect to Buyer and Seller means any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Buyer or Seller, as applicable. All purchases under this Agreement are subject to issuance of firm purchase orders (POs or Orders) by Buyer pursuant to the GE POWER AND WATER STANDARD TERMS REV A (the GEPW Purchase Terms), which are attached to this Agreement as Appendix 2 and incorporated herein by reference, and any agreed updates, changes and modifications to the same which have been executed by written amendment signed by the parties. All POs, acceptances and other writings or electronic communications between the parties shall be governed by this Agreement. In case of conflict, the following order of precedence shall prevail: a) this Agreement; b) the Attachments to this Agreement; c) individual POs; and d) drawings, specifications and related documents specifically incorporated herein by reference.
(a) (i) Buyer or any of its Affiliates (defined below) may purchase any or all of the wind turbine blades (Components) listed in Appendix 2 from Seller or its subsidiary, TPI Composites (Taicang) Company Limited (the Seller Subsidiary), during the Term of this Agreement at the prices agreed to in this Agreement; provided, however, that any purchases of Components for export outside of China shall be made directly with Seller and any purchases of Components by a Buyer Affiliate located within China shall be made directly with the Seller Subsidiary who shall be the selling entity in such event. Accordingly, the terms and conditions of this Agreement (and any documents incorporated by reference herein) are to be applied if any of Buyer or Buyers Affiliates purchases Components from Seller or the Seller Subsidiary, as the case may be. Seller represents and warrants that it has the authority to bind its Seller Subsidiary and it shall be jointly and severally liable for any Orders accepted by the Seller Subsidiary. To the extent that a Buyer Affiliate places Orders with the Seller Subsidiary, Sellers obligations hereunder shall be binding on the Seller Subsidiary and the Seller Subsidiary shall deemed to be a Seller under this Agreement. Notwithstanding anything herein or in the GEE Purchase Terms to the contrary, any dispute arising under an Order between Seller Subsidiary and Buyers China Affiliate shall be finally settled by arbitration in Beijing by the China International Economic and Trade Arbitration commission with its arbitration rules and the Order shall be governed by the laws and regulations of the Peoples Republic of China.
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