ARE TENDERED TO THE CARRIER FOR
SHIPMENT OR TRANSFERRED TO THE ASSEMBLY LOCATION, IF MICRON IS PERFORMING THE
ASSEMBLY SERVICES.
4.11
PACKAGING AND SHIPPING.
THE PACKAGING OF THE PROBED WAFERS
SUPPLIER HEREUNDER SHALL BE IN CONFORMANCE WITH: (I) THE SPECIFICATIONS, AS
APPLICABLE; (II) THE JOINT VENTURE COMPANY'S REASONABLE INSTRUCTIONS;
(III) GENERAL INDUSTRY STANDARDS TO ENSURE RESISTANCE TO DAMAGE THAT MAY OCCUR
DURING TRANSPORTATION. MICRON SHALL MARK ALL SHIPPING CONTAINERS WITH NECESSARY
LIFTING, HANDLING, AND SHIPPING INFORMATION, PURCHASE ORDER NUMBER, DATE OF
SHIPMENT, AND THE NAMES OF THE JOINT VENTURE COMPANY AND APPLICABLE CUSTOMER, IS
ANY.
IF NO INSTRUCTIONS ARE GIVEN, MICRON SHALL SELECT THE MOST COST EFFECTIVE
CARRIER, GIVEN THE TIME CONSTRAINTS KNOWN TO MICRON.
AT THE JOINT VENTURE
COMPANY'S REQUEST, MICRON WILL PROVIDE DROP-SHIPMENT OF PROBED WAFERS TO THE
JOINT VENTURE COMPANY'S CUSTOMERS OR AS OTHERWISE DIRECTED BY THE JOINT VENTURE
COMPANY.
4.12
SHIPMENT CHARGES.
IN ORDER TO ENSURE TIMELY AND COMPLETE SHIPMENT
OF PROBED WAFERS TO THE JOINT VENTURE COMPANY, MICRON SHALL ARRANGE FOR SHIPPING
TO THE JOINT VENTURE COMPANY'S CUSTOMER OR ASSEMBLY SERVICES PROVIDER.
TO THE
EXTENT THAT THE SHIPPING CHARGES, INSURANCE, TAXES, CUSTOMS CHARGES AND ANY FEES
AND DUTIES IN CONNECTION WITH SUCH SHIPMENT ARE NOT CHARGED TO DIRECTLY TO A
JOINT VENTURE COMPANY ACCOUNT, MICRON SHALL PAY SUCH COSTS AND INVOICE THEM TO
THE JOINT VENTURE COMPANY UNDER THE APPROPRIATE SERVICES AGREEMENT BETWEEN THE
PARTIES.
7
4.13
CUSTOMS CLEARANCE.
UPON THE JOINT VENTURE COMPANY'S REQUEST,
MICRON WILL PROMPTLY PROVIDE THE JOINT VENTURE COMPANY WITH A STATEMENT OF
ORIGIN FOR ALL PROBED WAFERS AND WITH APPLICABLE CUSTOMS DOCUMENTATION FOR
PROBED WAFERS WHOLLY OR PARTIALLY MANUFACTURED OUTSIDE OF THE COUNTRY OF IMPORT.
ARTICLE 5
VISITATIONS, AUDITS AND MANAGEMENT REVIEWS
5.1
VISITS.
MICRON WILL SUPPORT THE JOINT VENTURE COMPANY'S AND ITS
CUSTOMERS' REASONABLE REQUESTS FOR VISITS TO THE NAND PRODUCT LINE UTILIZED
HEREUNDER FOR THE SUPPLY OF PROBED WAFERS FOR THE PURPOSE OF REVIEWING
PERFORMANCE OF PRODUCTION OF PROBED WAFERS, INCLUDING REQUESTS FOR FURTHER
INFORMATION AND ASSISTANCE IN TROUBLESHOOTING PERFORMANCE ISSUES. SUCH REQUESTS
SHALL BE REASONABLY GRANTED BY MICRON SO LONG AS SUCH VISITS AND MEETINGS DO NOT
UNDULY INTERFERE WITH MICRON'S OPERATIONS AND BUSINESS AFFAIRS.
5.2
INVENTORY AUDIT.
MICRON WILL GRANT REASONABLE ACCESS TO THE JOINT
VENTURE COMPANY'S PERSONNEL OR APPOINTED AUDITORS TO CONDUCT AN ANNUAL INVENTORY
AUDIT OF THE INVENTORY OF WIP AND PROBED WAFERS.
SUCH ANNUAL AUDIT SHALL BE
COORDINATED BY MICRON ACCORDING TO ITS STANDARD INVENTORY PROCEDURES AND SHALL
BE CONDUCTED IN SUCH A MANNER AS TO MINIMIZE DISRUPTIONS TO THE PERFORMANCE
MICRON'S OPERATIONS AND BUSINESS AFFAIRS.
ANY SUCH ANNUAL AUDIT WILL BE
PRE-SCHEDULED TO COINCIDE WITH A MONTHLY, QUARTERLY OR YEARLY CUT-OFF AS
REPORTED BY MICRON OR AS OTHERWISE AGREED TO BY BOTH PARTIES.
5.3
PERFORMANCE AUDIT.
THE JOINT VENTURE COMPANY REPRESENTATIVES
SHALL BE ALLOWED TO VISIT MICRON'S NAND PRODUCT LINE DURING NORMAL WORKING HOURS
UPON REASONABLE ADVANCED WRITTEN NOTICE TO MICRON FOR THE PURPOSES OF AUDITING
THE PROCESSES AND COMPLIANCE WITH ANY REQUIREMENTS SET FORTH IN THIS AGREEMENT.
UPON COMPLETION OF