AMD 1996 Annual Report Download - page 138

or materials, or any combination thereof, before COMPANY takes over the Facility
for operation; (ii) by reason of any loss or damage that may be suffered by the
Facility for which CONTRACTOR assumes responsibility under other provisions of
the Contract; (iii) to make the Facility and all workmanship and materials
therein conform to CONTRACTOR'S warranties and guarantees; or (iv) to the extent
that any such defects are the result of CONTRACTOR'S negligence or willfulness
or disregard of specifications or drawings. Any defect in materials due to the
fault or default of any subcontractor or vendor shall be imputed to CONTRACTOR,
and CONTRACTOR shall be liable to COMPANY for such defect. CONTRACTOR shall
require that each subcontractor and vendor incorporate into their respective
sub-subcontracts and purchase orders with their respective sub-subcontractors
and vendors the same liability to CONTRACTOR that CONTRACTOR has to COMPANY
under this Section. If any materials furnished by COMPANY hereunder are found to
be improper, inferior, defective, unsuitable or damaged, COMPANY shall bear the
expenses for all necessary alterations, adjustments, repairs, or replacements to
said materials that are needed because of such deficiencies. All alterations,
adjustments, repairs, and replacements made under the provisions of the Contract
shall include the removal (if removal be necessary) of the improper, inferior,
defective, unsuitable, or damaged materials and the handling and installation of
the altered, repaired, or new materials; and any such work which is done after
the Facility has been put into operation shall be performed with as little
interruption of the operation of the Facility as feasible.
19.2 USING NEW MATERIALS FOR REPAIRS. Materials which are found to be
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improper, inferior, defective, unsuitable, or damaged, or otherwise not in
conformance with the Contract shall not be altered or repaired, but shall be
replaced with new materials, unless (i) CONTRACTOR gives COMPANY a written
statement to the effect that the proposed alteration or repair is practicable
and will entirely correct the unsatisfactory features of the materials under
consideration, and COMPANY agrees in writing to said alteration or repair; or
(ii) specifications issued or approved by COMPANY for the materials in question
permit alterations or repairs of the nature contemplated.
19.3 REPAIR BY COMPANY. In the event that any alteration, adjustment,
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repair, replacement or other correction becomes necessary as provided in this
Article 19 after the Facility has been put into operation and if it is mutually
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agreed that said alteration, adjustment, repair, replacement or other correction
can be made more rapidly and with less delay in the operation of the Facility by
COMPANY'S forces than by CONTRACTOR'S, or if CONTRACTOR fails or refuses to make
or unreasonably postpones said alteration, adjustment, repair, replacement or
other correction, COMPANY shall have the right to make said alteration,
adjustment, repair, replacement or other correction with its own forces at
CONTRACTOR'S expense. In such event, COMPANY shall use reasonable efforts to
avoid unnecessary expenditures and shall maintain reasonably detailed records of
the costs COMPANY incurs.
Article 20
Indemnity
20.1 CONTRACTOR'S INDEMNITY. CONTRACTOR shall defend, indemnify, and hold
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harmless COMPANY, COMPANY'S consultants and any lender for the Project and their
officers, agents and employees from and against all claims, demands, damages,
liabilities, losses, suits, actions, costs and expenses, including court costs
and attorneys' fees, arising out of, or resulting from any defective design or
defective materials or from the performance of defective or negligent (simple or
gross) acts, errors or omissions during Construction Work or of any work
pursuant to CONTRACTOR'S guarantee and warranty (including without limitation
any work pursuant to guarantees and warranties provided by subcontractors and
vendors), CONTRACTOR'S or its subcontractors', vendors' or agents' activities on
the Site, or CONTRACTOR'S breach of this Agreement.
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997