exv10w2



 




EXHIBIT 10.2




CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION. BRACKETED ASTERISKS ([* *]) DENOTE OMISSIONS.




SHIPPING AMENDMENT TO GLOBAL SUPPLY AGREEMENT

BETWEEN APPLIED MATERIALS AND

ADVANCED ENERGY INDUSTRIES




     THIS AMENDMENT is made as of the 29th day of August, 2005 (the “Effective Date”), between
"Applied” and “Supplier” as those terms are defined in that certain Global Supply Agreement dated
as of August 29, 2005, between Applied Materials, Inc. and Advanced Energy Industries, Inc. as
amended (the “GSA”).



     WHEREAS, Applied wishes to apply different shipping terms than those set forth in the GSA with
respect to certain parts; and



     WHEREAS, Applied and Supplier wish to execute this Amendment so that such shipping terms will
apply,



     NOW THEREFORE, in consideration of the mutual covenants set forth herein, the receipt and
sufficiency of which are hereby mutually acknowledged, and notwithstanding Section 6(b) of the GSA
or any other provision thereof, and notwithstanding any conflicting terms in an Authorized Demand
Signal (unless such conflicting terms refer specifically to this Amendment and state that they
override this Amendment), Applied and Supplier agree, as follows:




1. For direct shipments from Supplier’s Shenzen facility to an Applied facility. Supplier
shall at [* *] charge clear all Items for export from China and shall be responsible for
delivery of Items from Supplier’s Shenzen facility to [* *]‘s Hong Kong dock. Supplier shall
ensure that the quantity of an Item that is delivered to [* *]‘s Hong Kong dock is the exact
quantity ordered by Applied’s Authorized Demand Signal. Applied Material’s designated
carrier, [* *], will pick up Items at [* *]‘s Hong Kong dock. [* *] shall be responsible
for all costs (other than [* *]) incurred to transport the Items from [* *]‘s Hong Kong dock
to the specified Applied facility destination point, including [* *]. Bills of lading or
shipping receipts to be paid directly by [* *] shall specify “[* *]”. An Item shall not be
considered delivered to Applied for any purpose under the GSA unless and until delivered by
Applied’s designated carriers to Applied or its designee at the specified destination point.
[* *] shall bear all risk of loss [* *] the Items are [* *].




2. For [* *] shipments from Supplier’s Shenzen facility to Applied’s [* *]. Supplier ships
goods from its Shenzen facility to certain of Applied’s [* *] pursuant to the terms of
Section 3(e) of the GSA and Supplier also ships Items to Supplier’s [* *] location (“[* *]
Shipments”). [* *] Shipments to [* *] governed by this Section 2 shall be limited to
shipments to those destinations in the United States which are listed on Schedule 1 to this
Amendment (“Authorized Destinations”). Supplier shall clear all [* *] Shipments for export
from China and shall be responsible for delivery of Items from Supplier’s Shenzen facility
to [* *]‘s Hong Kong dock. Supplier shall ensure that the quantity of [* *] Shipments that
are delivered to [* *]‘s Hong Kong dock are no greater than the exact quantity ordered by
the respective Applied [* *] for Applied’s [* *] only. Applied Material’s designated
carrier, [* *], will pick up Items at [* *]‘s Hong Kong dock. [* *] shall be responsible
for all costs (other than [* *]) incurred to transport the Items from [* *]‘s Hong Kong dock
to the specified Authorized Destinations, including [* *]. Bills of lading or shipping
receipts to be paid directly by [* *] shall specify “[* *]”.




3. For shipments from Supplier’s Shenzen facility to Supplier’s [* *] location in Austin.
Supplier maintains a warehouse in Austin, Texas, (“[* *] Location”) dedicated to support
delivery of [* *] Items pursuant to GSA Section 16. Supplier shall clear all [* *] Items for
export from



APPLIED MATERIALS CONFIDENTIAL / Advanced Energy Industries




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China and shall be responsible for delivery of [* *] Items from Supplier’s Shenzen facility
to [* *]‘s Hong Kong dock. Supplier shall ensure that the quantity of [* *] Items that are
delivered to such carrier are appropriate to support [* *]. The International Carrier shall
pick up [* *] Items at [* *]‘s Hong Kong dock. [* *] shall be responsible for all costs
(other than [* *]) incurred to transport the Items from [* *]‘s Hong Kong dock to the [* *]
Location, including [* *]. Bills of lading or shipping receipts to be paid directly by [*
*] shall specify “[* *]”. A [* *] Item shall not be considered delivered to Applied for any
purpose under the GSA unless and until delivered to [* *]. [* *] shall bear all risk of
loss [* *] the [* *] Items are [* *].



     4. For shipments from Supplier’s Vancouver, Washington and Ft. Collins, CO facilities to
Supplier’s [* *] location in Austin. For [* *] Items manufactured at Supplier’s Vancouver,
WA and Ft. Collins, CO facilities, [* *] shall be responsible for all costs and expenses
(other than [* *]) to deliver the [* *] Items to the [* *] Location [* *]. Supplier shall
ensure that the quantity of [* *] Items tendered to [* *] are appropriate to support
Applied’s [* *]. Bills of lading or shipping receipts to be paid directly by [* *] shall
specify “[* *]”. A [* *] Item shall not be considered delivered to Applied for any purpose
under the GSA unless and until delivered to the Applied [* *] destination point specified in
an Authorized Demand Signal. [* *] shall bear all risk of loss [* *] the [* *] Items are [*
*].



     5.. Authorized Shipping Levels for Third Party Bill shipments via [* *]. Notwithstanding
the foregoing, [* *] shall not be responsible for any costs associated with third party bill
shipments made by [* *] pursuant to Sections 1, 2, 3 and 4 above if [* *], without [* *]‘s
prior written approval: (i) uses a shipping carrier other than [* *] for international
shipments pursuant to Sections 1, 2 and 3 above; (ii) uses a carrier other than [* *] for
domestic shipments pursuant to Section 4 above; (iii) designates a shipping service level,
including any expedited shipping service level, that is more expensive than [* *]‘s or [*
*]‘s standard shipping service level; or (iv) ships quantities of Items, [* *] Shipments or
[* *] Items in excess of the quantities identified in Sections 1, 2, 3 and 4 respectively
above. [* *] may recover and offset or adjust payment for those delivery costs that [* *]
incurs, and for which [* *] is not responsible under this Amendment.



     6. Duty Drawback. [* *] shall provide [* *] with the paperwork necessary for [* *] to
qualify for duty drawback with respect to all Items, [* *] Shipments and [* *] Items shipped
pursuant to this Amendment.



APPLIED MATERIALS CONFIDENTIAL / Advanced Energy Industries




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7. Except to the limited extent expressly modified by this Amendment, the GSA shall remain
unmodified and in full force and effect.


Executed as of the date first set forth above by the following duly authorized representatives of
the Parties.




	 	 	 	 	 	 	 
	APPLIED MATERIALS, INC.	 	ADVANCED ENERGY INDUSTRIES, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	

	 	 
	 	 	 	 
	

	 	Signature
	 	 	 	Signature
	 
	 	 	 	 	 	 
	

	 	 
	 	 	 	 
	

	 	Printed name
	 	 	 	Printed name
	 
	 	 	 	 	 	 
	

	 	 
	 	 	 	 
	

	 	Title
	 	 	 	Title







APPLIED MATERIALS CONFIDENTIAL / Advanced Energy Industries





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