AMD 1994 Annual Report Download - page 248

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY
DISCLAIMED.
7.2 TSMC shall immediately advise AMD whenever TSMC has reason to believe that
Die and/or Wafers may not conform to the applicable specifications.
7.3 AMD may carry out reliability monitor testing of Die and/or Wafers at AMD
facilities. Acceptance tests shall be performed under conditions as described in
the Qualification Plan. If any Die and/or Wafers are not either accepted or
rejected by AMD within thirty (30) days of receipt of such Die and/or Wafers,
then such shipments of Die and/or Wafers shall be deemed accepted.
7.4 AMD may test Die and/or Wafers provided by TSMC and provide data to TSMC
for the sole purpose of allowing TSMC to monitor its production in a timely
manner. When Die and/or Wafer requirements increase to a level to be mutually
determined by the parties, AMD will modify at its expense its test tapes for
installation on a tester purchased by TSMC for the sole purpose of allowing TSMC
to monitor its production.
8. PRICES/PAYMENT
8.1 AMD will purchase Die from TSMC at prices not to exceed those set forth
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] in the Price Table of Exhibit E (8.1). The Price Table
will be updated annually at least six (6) months prior to the end of each
calendar year with the mutual consent of the parties. If AMD deems it necessary
to change test procedures or go to smaller than 0.5 micron manufacturing
processes, then the price agreed upon in this Section 8.1 will be adjusted up or
down in relation to the decrease or increase, respectively, of good Die on a
Wafer.
8.2 Methods for packing, shipment, and other procedural issues are to be
decided by mutual agreement after further discussions between the parties.
Wafers are to be provided to AMD with tested Die accompanied by electrical test
data and yield sort information. Copies of such information will be retained
for two (2) years after the Term hereof at which time AMD may obtain such
information upon request.
8.3 All prices are quoted in U.S. Dollars and all payments will be made in U.S.
Dollars. AMD will be invoiced by TSMC upon delivery of Product and AMD agrees
to pay all invoices net thirty (30) days.
8.4 The prices specified in the Price Table are exclusive of any shipping or
packaging costs or sales or use tax, customs duty or impost, excise tax based on
gross revenue or any similar tax or charge which might be levied as a result of
the production, sale or shipment of any Wafers to AMD. AMD agrees to pay any
such costs and taxes (except for taxes based on the net income of TSMC) which
shall be separately stated in TSMC's invoices. TSMC shall pay any such taxes
directly and AMD shall promptly reimburse TSMC in the amount thereof upon
presentation by TSMC of evidence of payment. If a certificate of exemption or
similar document or proceeding is to be made in order to exempt the sale from
sales or use tax liability, AMD will obtain and pursue
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995