AMD 2000 Annual Report Download - page 341

Section 3.09. Shipping Terms. AMD Saxonia shall deliver the Products
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purchased hereunder F.O.B. Dresden, Germany. AMD Holding will arrange and be
responsible for and pay all freight, trucking, insurance and other charges
incurred in connection with the shipment of the Products from Dresden, Germany,
to such place or places of delivery as specified by AMD Holding.
Section 3.10. Payments; Set Off.
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(a) AMD Holding shall pay to AMD Saxonia the Selling Price Per Wafer for
all Products Shipped by AMD Saxonia and, to the extent paid by AMD Saxonia, the
costs and expenses for freight and insurances, unconditionally within 30 days
after receipt of invoices denominated in DM from AMD Saxonia in accordance with
this Section 3.10. AMD Saxonia shall be entitled to issue invoices to AMD
Holding on a monthly basis. Payment for all other amounts due hereunder from
either party (including any adjustment amount) shall be unconditionally due on
or before the date specified in this Agreement for such amount.
(b) All amounts under this Agreement not paid when due from AMD Holding
shall bear interest at the rate of 7.0% per annum from the date due until paid,
calculated on the basis of actual days and months elapsed. Such interest shall
be due and payable at the end of each calendar month. In no event shall the
interest charged exceed the maximum amount permitted under law.
(c) The obligations of AMD Holding under this Agreement are intended by
the parties to be absolute and unconditional under any and all circumstances
except to the extent expressly stated in this Agreement, and are intended to be
independent of the rights and obligations of AMD Saxonia and AMD Holding or of
any of their Affiliates or of any third party under this Agreement or any other
agreement or arrangement in each case except as expressly stated in this
Agreement.
(d) The parties hereto hereby expressly acknowledge, agree, and understand
that the payment by AMD Holding of all amounts payable by it hereunder as
required by this Agreement shall in no way be prevented, delayed, or otherwise
affected as a result of any dispute between the parties (or between any of the
parties and their Affiliates) or by any breach of this Agreement or any other
agreement entered into in connection herewith and/or any adverse change in the
financial or economic condition of AMD Saxonia or any Affiliate thereof,
including without limitation AMD Saxonia's or any such Affiliate's liquidation
or bankruptcy, or any kind of insolvency proceeding in respect thereof.
(e) Except as otherwise expressly provided herein, no obligations of AMD
Holding under this Agreement shall be subject to any counterclaim, set-off,
deduction, withholding, or defense based upon (and without prejudice to) any
claim that AMD Holding may have against AMD Saxonia, any of its Affiliates, or
any other Person, or released, discharged, or in any way affected for any reason
or through any circumstances whatsoever (other than as required by any mandatory
non-waivable requirements of law) including, without limitation, (i) any breach
of any representation or warranty on the part of AMD Saxonia under or in
connection with this Agreement or any other agreement entered into in connection
herewith or any failure of AMD Saxonia to perform any of its agreements,
covenants, or other obligations hereunder or
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001