AMD 2004 Annual Report Download - page 281

**** the **** for the Product(s)), place(s) of delivery (which shall be the location identified in the relevant Customer or Channel Partner purchase order issued
to AMD), and delivery date(s). These Purchase Orders may take the form of electronic submissions in a mutually-acceptable format (including submissions
currently referred to as “B+B+B files”) so long as they contain the same information specified above for Purchase Orders, even if such submissions may not be
referred to specifically as “purchase orders” when transmitted. AMD shall place each Purchase Order with FASL sufficiently in advance of the delivery date to
allow for FASL’s Product delivery lead times, as set forth in FASL’s most recent lead time report provided to AMD. FASL shall accept any Purchase Order
submitted by AMD to the extent that such Purchase Order (a) is within the Product allocation assured to AMD in accordance with Section 4.2, (b) conforms to
the foregoing lead times, and (c) does not provide for a “ship to” location, Customer or Channel Partner that is inconsistent with AMD’s distribution rights
hereunder. FASL will not accept any order to purchase Products under this Agreement from any Entity or person other than AMD without AMD’s prior written
consent. Notwithstanding the foregoing, with respect to Purchase Orders for Custom Products, FASL shall not be required to accept such Purchase Orders, but
FASL shall not unreasonably withhold acceptance of any such Purchase Order that is consistent with the terms of this Agreement, taking into account such
factors as the requested delivery date, pricing and inventory. FASL shall not withhold acceptance of any Purchase Order for Custom Products on a basis that
provides AMD less favorable treatment than any other FASL distributor or sales representative submitting orders for similar quantities of the same or similar
Custom Products; provided that any pre-existing commitments to any distributor may take precedence over any new commitments for Custom Products so long
as FASL makes such determinations on a commercially reasonable and non-discriminatory basis. FASL shall notify AMD as soon as possible if FASL believes
that a Purchase Order for either Standard Products or Custom Products does not meet the foregoing requirements for acceptance by FASL. If the Purchase Order
includes a pricing term inconsistent with the terms of this Agreement, such pricing term shall not apply and the pricing provisions set forth in Section 12 below
shall take precedence.
3.2 Cancellations. AMD may cancel any Purchase Order or portion thereof for Standard Products, without charge, upon written notice to FASL at least
thirty (30) days prior to the applicable delivery date. FASL will determine cancellation policies, procedures and charges with respect to Custom Products, and
with respect to Standard Products where notice of cancellation is given less than thirty (30) days prior to the applicable delivery date, in advance of AMD’s
placement of the applicable Purchase Order and will inform all distributors of such cancellation policies and apply such policies to all distributors, although the
parties acknowledge that exceptions may be made on a case-by-case basis to address particular Customer situations. The Parties will discuss in good faith any
cancellations of delivery of Custom Products, or of Standard Products where notice of cancellation is given less than thirty (30) days prior to the applicable
delivery date, requested by AMD, but the final determination will be FASL’s.
3.3 Reschedules. AMD may reschedule the delivery of any Purchase Order or portion thereof for Standard Products, without charge, one time only, upon
notice to FASL at least thirty (30) days prior to the applicable delivery date. Standard Product reschedules may be made less than thirty (30) days prior to the
applicable delivery date, but only upon the agreement of FASL.
10
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005