Common use of Material Dead Clause in Contracts

Material Dead. on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA rate specified in the applicable Product Letter. Only major functional and visual/mechanical/appearance defects are considered for determining Epidemic Condition. Material can be either sampled or, at Company's option, 100% audited at Company warehouses, factories or Company's customers' locations. If Material is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any Material that during the test, installation or upon its first use fails to operate as expected or specified. Visual/mechanical/appearance DOA is defined as any Material containing one or more major defects that would make the Material unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, Supplier shall: (a) Incorporate the remedy in the affected Material in accordance with Company's Engineering Change Control procedures as set forth in Attachment 2; (b) Ship all subsequent Material incorporating the required modification correcting the defect(s) at no additional charge to Company; and (c) Repair and/or replace Material that caused the Epidemic Condition. In the event that Company incurs costs due to such repair and/or replacement, including but not limited to labor and shipping costs, Supplier shall reimburse Company for such reasonable costs. Supplier shall bear risk of in transit loss and damage for such repaired and/or replaced Material. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon schedule. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the Parties, Company may (1) develop and implement such remedy and, in such case, reasonable implementation costs and risk of in-transit loss and damage shall be allocated between the Parties as set forth in this Section, and/or (2) cancel postponed orders without liability and return all Material affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) days after receipt of returned Material (with risk of loss or in-transit damage borne by Supplier).

Material Dead. on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA rate specified in the applicable Product Letterarticle of this Agreement entitled PRODUCT CONFORMANCE REVIEW. Only major functional and visual/mechanical/appearance defects are considered for determining an Epidemic Condition. Material can may be either sampled or, at Company's option, 100% audited at Company warehouses, factories or Company's customers' locations. If Material material is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any Material material that during the test, installation or upon its first use fails to operate as expected or specified. Visual/mechanical/appearance DOA is defined as any Material material containing one or more major defects that would make the Material material unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, Supplier shall: (a) Incorporate incorporate the remedy in the affected Material material in accordance with Company's Engineering Change Control procedures as set forth in Attachment 2instructions; (b) Ship ship all subsequent Material material incorporating the required modification correcting the defect(s) at no additional charge to Company; and (c) Repair repair and/or replace Material material that caused the Epidemic Condition. In the event that Company incurs costs due to such repair and/or replacement, including but not limited to labor and shipping costs, Supplier shall reimburse Company for such reasonable costs. Supplier shall bear risk of in in-transit loss and damage for such repaired and/or replaced Materialmaterial. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon schedule. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the Partiesparties, Company may (1) develop and implement such remedy and, in such case, reasonable implementation costs and risk of in-in- transit loss and damage shall be allocated between the Parties parties as set forth in this Sectionclause, and/or (2) cancel postponed orders without liability and return all Material material affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) days after receipt of returned Material material (with risk of loss or in-transit damage borne by Supplier)) and/or (3) terminate this Agreement without further liability.

Material Dead. on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA rate specified in the applicable Product Letterarticle of this Agreement entitled PRODUCT CONFORMANCE REVIEW. Only major functional and visual/mechanical/appearance defects are considered for determining Epidemic Condition. Material can be either sampled or, at CompanyLucent's option, 100% audited at Company Lucent warehouses, factories or CompanyLucent's customers' locations. If Material material is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any Material material that during the test, installation or upon its first use fails to operate as expected or specified. Visual/mechanical/appearance DOA is defined as any Material material containing one or more major defects that would make the Material material unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by SupplierBroadBand, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier BroadBand develops a remedy for the defect(s) that caused the Epidemic Condition and Company Lucent agrees in writing that the remedy is acceptable, Supplier BroadBand shall: (a) Incorporate the remedy in the affected Material in accordance with Company's the Engineering Change Control procedures as set forth in Attachment 2;A to this Agreement. (b) Ship all subsequent Material material incorporating the required modification correcting the defect(s) at no additional charge to CompanyLucent; and (c) Repair and/or replace Material material that caused the Epidemic Condition. In the event that Company Lucent incurs costs due to such repair and/or replacement, including but not limited to labor and shipping costs, Supplier BroadBand shall reimburse Company Lucent for such reasonable costs. Supplier BroadBand shall bear risk of in transit loss and damage for such repaired and/or replaced Materialmaterial. Supplier BroadBand and Company Lucent shall mutually agree in writing as to the remedy's implementation schedule. Supplier BroadBand shall use its best efforts to implement the remedy in accordance with the agreed-upon schedule. If Supplier BroadBand is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of CompanyLucent, as reasonably agreed by the Partiesparties, Company Lucent may (1) develop and implement such remedy and, in such case, reasonable implementation costs and risk of in-transit loss and damage shall be allocated between the Parties parties as set forth in this Sectionclause, and/or (2) cancel postponed orders without liability and return all Material material affected by such Epidemic Condition for full refund, payable by Supplier BroadBand within thirty (30) days after receipt of returned Material material (with risk of loss or in-transit damage borne by Supplier)BroadBand) and/or (3) terminate this Agreement without further liability.