APPLIED MATERIALS TERMS AND CONDITIONS OF PURCHASE

1. Scope and Acceptance. Unless Supplier and Applied Materials, Inc. ("Applied") have entered into a separately executed agreement (e.g., a Global Supply Agreement), that governs the purchase by Applied and sale by Supplier of goods and services, then Applied's offer to purchase the goods and/or services set forth on this purchase order (collectively, "Items") can only be accepted by Supplier upon these Terms and Conditions of Purchase. Supplier may accept these Terms and Conditions of Purchase by clicking on an "I accept" button at the bottom of this document (if applicable); by the commencement of performance; or by indicating acceptance in writing or electronically. Upon acceptance these Terms and Conditions of Purchase become the “Agreement” between Supplier and Applied for the purchase of the Items. No change, addition or modification to this Agreement will be effective unless set forth in a record that is signed by a duly authorized representative of Applied.

2. Proprietary Information and Prohibited Activities. A. General. Applied's “Proprietary Information” means all information obtained by, disclosed to, or developed by Supplier and that is based on, incorporates, constitutes, or is derived from any of the following: (i) samples, schematics, drawings, designs, specifications, manuals, forecasts and other technical, business, financial or trade secret information obtained from or through Applied, and (ii) all other proprietary and confidential information (including the terms and existence of this Agreement) provided to Supplier by Applied or obtained by Supplier from Applied’s databases or systems during the term of, or in connection with the performance of, this Agreement. Applied grants to Supplier the right to use the Proprietary Information solely for the purpose of providing Items to Applied. Supplier will not disclose, discuss or use any Proprietary Information for any other purpose including, without limitation: (1) reverse engineering the Items; (2) issuing any press releases, advertising, making public statements or in any way engage in any other form of public disclosure; (3) developing, designing, manufacturing, engineering, refurbishing, selling or offering for sale, any Items, or parts or components of Items, including derivatives, improvements or equivalents thereof; or (4) assisting any third party in any manner to perform such activity. Proprietary Information shall be clearly marked by Supplier as Applied Materials Confidential. Supplier shall use reasonable care to protect confidentiality of the Proprietary Information, and in any event, Supplier shall use at least that degree of care that Supplier uses to protect its own similar information. If Supplier determines that it must consult third parties for the purposes of providing Items to Applied, then Supplier shall ensure that such third parties have entered into an agreement with Supplier that protects Applied’s interests in the same manner as set forth in this Agreement, and Supplier shall be responsible and liable for such third parties’ compliance with the terms of this Agreement. Upon request, Supplier shall make such agreements available to Applied.

B. Further Information. On request, and in any event, upon termination of Supplier’s relationship with Applied as a supplier, Supplier will return all Proprietary Information to Applied, and will in addition, provide to Applied current and complete specifications, designs and drawings for each Item produced for Applied, and any other information that is based on or incorporates Applied’s Proprietary Information or its patents, copyrights or trade or service marks. All such information shall be the sole property of Applied.

C. Prohibited Activities. Except for delivery of Items to Applied, Supplier will not reverse engineer, develop, design, manufacture, refurbish, sell or offer for sale any goods or services about which Supplier has received or obtained Proprietary Information or assist any third party to perform any of such activities.

D. Equitable Relief. Supplier agrees that Applied would suffer irreparable harm for which monetary damages are an inadequate remedy, and that equitable relief is appropriate, if Supplier were to breach or threaten to breach any obligations in this Section.

3. Warranty. A. General. Supplier warrants that, for a period of 24 months after delivery to Applied, all Items shall: (i) be free from defects in design, workmanship, material, and manufacture; (ii) be of merchantable quality and be fit and suitable for the purpose intended by Applied; (iii) comply with the requirements of this Agreement, including any of Applied’s specifications, drawings or samples; (iv) consist of new (not used or recycled) material; (v) be delivered with good and marketable title, free and clear of all liens, claims and encumbrances; and (vi) to the extent consisting of services, be performed in a workmanlike and professional manner in accordance with the highest industry standards. The foregoing warranties are in addition to all other warranties, express or implied, and survive delivery, inspection, acceptance, or payment by Applied.

B. Infringement. Supplier warrants that all Items, the sale of Items by Supplier, and the use and sale of Items by Applied are and will be free from liability for infringement of, or claim of royalties for, patent rights, copyright, trademark, trade secrets or confidential or proprietary intellectual property rights, mechanic’s liens and other encumbrances of any person or entity (collectively “Rights and Encumbrances”).

C. Remedies. If an Item does not meet its warranty requirements, then in addition to remedies available under applicable law, Applied may, at its option: (i) require Supplier to replace the Item or repair the Item; (ii) return the Item to Supplier and recover the purchase price; (iii) correct the Item itself and charge Supplier the reasonable cost of correction; or (iv) return the Item to Supplier, purchase a comparable Item in the open market, and charge Supplier with any reasonable cost differential (including expedited manufacturing and delivery charges, if applicable).

4. Inspection and Title Transfer. Items are subject to inspection and test by Applied at all times and places, including during the period of manufacture, and in any event, at any time prior to final acceptance. Title to an Item will transfer to Applied upon final acceptance by Applied at Applied’s delivery destination, unless otherwise specified on the face of the purchase order that is governed by this Agreement. Items are not accepted by reason of any preliminary inspection or payment of any invoice. If rejected or required to be corrected, Items shall be either replaced or corrected by and at the expense of Supplier as directed by Applied.

5. Disclaimer and Limitation of Liability for Damages. IN NO EVENT SHALL APPLIED BE LIABLE TO SUPPLIER OR TO ANY OTHER PERSON OR ENTITY UNDER ANY EQUITY, COMMON LAW, TORT, CONTRACT, ESTOPPEL, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR CONTINGENT DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF SALE, BUSINESS, PROFITS, DATA, OPPORTUNITY OR GOODWILL, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE, AND EVEN IF APPLIED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Intellectual Property Rights and Licenses. A. Transfer to Applied. As partial consideration for this Agreement, any rights arising under patent, patent applications, copyright, trade secret, trademark, mask works, moral rights, or other intellectual property rights in any jurisdiction (collectively, “IP Rights”), in anything created, conceived, made or reduced to practice by or for Supplier, alone or with others, are hereby irrevocably assigned and transferred to Applied by Supplier if it is created, conceived, made, or reduced to practice with either (i) the assistance (financial or otherwise), collaboration, material input, or development efforts of Applied or Applied employees, consultants, contractors or other suppliers, or (ii) the use of Applied’s IP Rights (including Proprietary Information). Supplier shall cause its employees, agents, contractors and sub-tier suppliers (regardless whether they sell directly to Supplier) to also assign and transfer all such IP Rights to Applied consistent with the above terms.

B. License to Applied. If any Item incorporates or relies upon any IP Rights created, conceived, made or reduced to practice by or for Supplier that are not transferred to Applied by this Section (collectively “Supplier IP Rights”), then Supplier, as partial consideration for this Agreement, grants to Applied an irrevocable, non-exclusive, paid-up, world-wide right and license, with rights of sublicense, to use, distribute, import, improve, sell and have sold such Supplier IP Rights as is necessary for Applied to fully exploit the Items. Applied shall also be entitled to grant licenses to its customers to use such Supplier IP Rights as related to the operation of Applied’s products.

C. Modification of Applied IP Rights. Supplier shall not (and shall cause its employees, agents, contractors and sub-tier suppliers not to) improve, enhance, or modify anything in which Applied holds IP Rights without Applied’s prior written consent. If such an improvement, enhancement, or modification is made, with or without Applied’s consent, Supplier hereby irrevocably assigns and transfers to Applied, and Supplier shall cause its employees, agents, contractors, and sub-tier suppliers (regardless whether they sell directly to Supplier) to also assign and transfer to Applied, all IP Rights in each such improvement, enhancement, or modification. If any of the foregoing transfers and assignments are to any extent ineffective, Supplier shall grant to Applied an irrevocable, non-exclusive, paid-up world-wide right and license with rights of sublicense, to use, distribute, import, improve, sell and have sold, and make and have made such improvements, enhancements, and modifications.

7. Responsibility for Goods; Risk of Loss. Notwithstanding any prior inspections, risk of loss with respect to Items shall transfer from Supplier to Applied in accordance with the shipping or INCOTERMS set forth on the purchase order that is governed by this Agreement. Supplier bears all such risks with respect to any Items: (a) rejected by Applied; or (b) required to be corrected; provided, however, that Applied shall be responsible for loss occasioned solely by the gross negligence of Applied’s employees acting within the scope of their employment. Items shall be shipped to Applied by Supplier in accordance with the terms of this Agreement.

8. Duty Drawback. Supplier will provide Applied with documentation acceptable to U.S. Customs and Border Protection (CBP), including CBP entry data and information, and receipts for duties paid, as Applied determines necessary for Applied to qualify for duty drawback. At the time of delivery of the merchandise, but in no event later than thirty (30) days after each calendar quarter, Supplier will provide said documents accompanied by a completed Delivery Certificate for Purposes of Drawback (CBP Form 7552) or other documentation required pursuant to 19 C.F.R. 191, or successor regulations. Supplier specifically transfers any rights to drawback to Applied and agrees not to file any drawback claims for the delivered merchandise, and further agrees to maintain any and all records required by law which relate to the delivered merchandise and provide them to CBP upon request.

9. Cancellation. A. General. Applied may cancel this Agreement in whole or in part by written or electronic notice, if Supplier: (i) fails to deliver Items in accordance with specified delivery times, Item requirements or other specifications; (ii) fails to replace or correct defective Items as Applied requires; (iii) fails to comply strictly with any provision of or repudiates or anticipatorily repudiates this Agreement; (iv) becomes insolvent, files a petition for relief under any bankruptcy, insolvency or similar law, makes an assignment for the benefit of its creditors, or takes any action for (or in anticipation of) any of the foregoing or (v) there is a material change in control or ownership of Supplier’s business.

B. Upon Cancellation. Upon cancellation pursuant to this Section, Supplier shall: (i) supply any portion of the Items for which this Agreement is not cancelled; (ii) be liable for additional costs, if any, for the purchase of similar goods and services to cover such default; and (iii) at Applied's request, transfer title and deliver to Applied: (a) any completed Items, (b) any partially completed Items and (c) all unique materials and tooling. Prices for partially completed Items and unique materials shall be negotiated, but in no event shall they exceed the price set forth herein. Applied’s rights and remedies as described herein are in addition to any other rights and remedies provided at law or in equity.

10. Indemnity by Supplier. Supplier shall defend, indemnify and hold harmless Applied (and its officers, directors, agents and representatives) from and against any and all claims, suits, losses, penalties, damages (whether actual, punitive, consequential or otherwise) and associated costs and expenses (including attorney's fees, expert's fees, and costs of investigation) and all liabilities that are caused in whole or in part by: (i) any actual or alleged infringement of any Rights and Encumbrances; (ii) any breach by Supplier of this Agreement; (iii) any negligent, grossly negligent or intentional act, error or omission by Supplier, its employees, officers, agents or representatives in the performance of this Agreement; or (iv) any claims that are for, in the nature of, or that arise under warranty, strict liability or products liability with respect to or in connection with the Items.

11. Force Majeure. A failure by either Party to perform due to causes beyond the control of and without the fault or negligence of such Party is deemed excusable during the period in which such cause of failure continues. Such causes may include acts of God, or the public enemy, acts of Government (in sovereign or contractual capacity), fire, flood, epidemic, strike, freight embargo and unusually severe weather. When Supplier becomes aware of any actual or potential force majeure condition, Supplier shall immediately notify Applied of the condition.

12. Shipping and Delivery. Time is of the essence. No partial delivery or delivery of added quantities shall be made unless Applied has given prior written consent. Applicable shipping or INCOTERMS shall be as set forth on the purchase order that is governed by this Agreement. All prices for Items shown in this Agreement shall be deemed to include any fees or costs related to handling, packaging, crating, export or other related delivery expenses unless otherwise set forth in this Agreement. If the applicable purchase order indicates Applied will be responsible to pay for the delivery of Items, then Supplier will use the carrier and service level (e.g., ground, air, second-day, next-day) specified by Applied, and adhere to those instructions communicated by Applied as related to such shipment. Unless specifically approved by Applied in advance in writing, Applied shall not be responsible for (i) delivery costs and expenses incurred as a result of Supplier’s use of an unauthorized carrier or of a service level that exceeds the service level specified by Applied; (ii) any additional delivery costs and expenses incurred because of Supplier’s use of expedited delivery methods or failure to comply with Applied’s shipping instructions; or (iii) any delivery costs and expenses incurred in connection with the transportation of Items between Supplier and a sub-tier supplier or any other supplier. Applied may recover and offset or adjust payment for those delivery costs and expenses that Applied incurs, and for which Applied is not responsible under this Section.

13. Termination for Convenience. Applied may terminate this Agreement for its convenience in whole or in part at any time by written or electronic notice. Upon such termination, Supplier shall, to the extent practicable and at the time specified by Applied, stop work and terminate outstanding orders under the Agreement, protect all property in which Applied has or may acquire an interest, and transfer title and make delivery to Applied of all Items, materials or other property held or acquired by Supplier in connection with the terminated portion of this Agreement. Applied’s maximum liability for Items related to such termination shall be a pro-rata amount of the total Agreement price, less advances or other payments, based upon the price for Items delivered or completed prior to termination, and the actual costs (including a reasonable profit) for work in process incurred by Supplier which are allocable to the terminated portion of this Agreement. Applied shall have no liability at law or in equity under this Section unless Supplier submits a detailed claim to Applied within six months after Applied’s notice of termination.

14. Change Orders. By written notice, Applied may suspend performance under this Agreement, change the quantities of Items, extend or shorten delivery requirements or make other changes within the general scope of this Agreement, including without limitation: (a) applicable specifications, drawings, and other documents; (b) method of shipment or packing; and (c) place or date of delivery, inspection or acceptance. If such a change causes an increase in the cost of or time required for Supplier's performance, an equitable adjustment shall be made in the price or other terms of this Agreement if requested by Supplier prior to change implementation. Supplier shall continue with performance of this Agreement in accordance with the notice of change or amendment. A change by Applied pursuant to this Section shall not constitute a breach or default by Applied.

15. Invoices; Payment Terms. Invoices shall contain purchase order number, a description of Items, quantities, unit prices, extended totals, applicable taxes and any other information specified by Applied. Payment of an invoice shall not constitute acceptance of Items and shall be subject to adjustment for errors, shortages, defects, or other causes. Applied may set off any amount owed by Applied against any amount owed by Supplier or any of its affiliated companies to Applied. The due date for any payment will be calculated from: (a) scheduled delivery date, (b) actual delivery date, or (c) the date an acceptable invoice is received, whichever is latest; payment is deemed made on the date of mailing of Applied's check. If payment is made electronically, payment shall be deemed made when the payment is debited from Applied’s account. Applied makes payments based on a weekly schedule where Applied designates one day per week (the “Weekly Payment Date”) for payments due to Supplier.  If the due date for payment to Supplier falls between Weekly Payment Dates, then Supplier will be paid on the next Weekly Payment Date.

16. Import and Export. Both Parties shall comply with all applicable import and export control laws or regulations of any country (including the United States) with jurisdiction over the Parties or transactions occurring under this Agreement (“Import/Export Laws”).  Neither Party shall export, re-export or disclose Items or data to persons or destinations in violation of Import/Export Laws.  Whichever Party is responsible for the design of an Item must provide the other Party with the information required to comply with Import/Export Laws. Supplier must provide all documentation required by U.S. Customs Regulations.

17. Miscellaneous. A. Assignments. No right or obligation under this Agreement may be assigned by Supplier without the prior written consent of Applied. Applied may assign the rights or obligations or both of this Agreement in whole or part at any time.

B. Waiver. If Applied fails to insist on performance of any term or condition, or fails to exercise any right or privilege hereunder, such failure shall not constitute a waiver of such term, condition, right or privilege.

C. Survival of Obligations; Severability. The obligations of the following sections shall survive the cancellation, termination or expiration of this Agreement: 1, 2, 3, 5, 6, 7, 8, 9B, 10, 12, 13, 15, 16 and 17. Any provision of this Agreement that is held unenforceable or invalid for any reason shall be severed and the remainder of the Agreement shall continue in effect.

D. Compliance with Laws. Supplier warrants and represents that no law, rule, regulation, order or ordinance of the United States, a state, any governmental agency or authority of any country has been violated in supplying the Items ordered herein. Without limiting the foregoing, Supplier shall comply with, and shall cause its sub-tier suppliers to comply with, any applicable environmental, health or safety law, rule, regulation, order, decree or ordinance, as well as Attachment 3d entitled “0250-27105, Minimum Product EHS Requirements for Items” and Attachment 22 entitled “Supplier ESG Requirements” located on the Applied Web Site (located at https://myapp.amat.com or any successor web-based or similar application maintained by Applied to which Supplier may be given access for the purpose of supplying goods to Applied), as well as any successor documents to these Applied specifications. In addition, US regulations require including the following text if this agreement is a subcontract under a covered “Government contract.” Supplier (in the role of “subcontractor”) and Applied (in the role of “contractor”) shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) as if those requirements were set forth herein. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

E. Governing Law, Exclusive Forum. This Agreement and any dispute relating to this Agreement or the Parties' relationship shall be governed by California law excluding its choice of law rules. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply.

(a) If Supplier is incorporated in or organized under the laws of the People’s Republic of China (“PRC”), Hong Kong, Taiwan, Japan, India, or South Korea, then this subsection (a) shall apply: Any dispute arising out of or related to this Agreement shall be exclusively and finally settled under the Rules of Arbitration (the “ICC Rules”) of the International Chamber of Commerce (the “ICC”) by three arbitrators (unless otherwise mutually agreed by the Parties), with the first appointed by Applied, the second by Supplier, and the third, who shall be the presiding arbitrator, by the other two (2) co-arbitrators, in consultation with the Parties (or, if such two (2) co-arbitrators fail to agree within thirty (30) days, by the ICC Court). The Expedited Procedure Provisions of the ICC Rules shall not apply. The seat of arbitration shall be Singapore; provided, however, that if Supplier is incorporated or organized under the laws of the PRC, the seat of arbitration shall be Hong Kong. The language of the arbitration shall be English. The Parties agree to apply the International Bar Association (IBA) Rules on the Taking of Evidence in International Arbitration in force on the date of commencement of the arbitration. The Parties undertake to maintain confidentiality as to the existence of the arbitration proceedings and as to all submissions, correspondence, evidence, or procedural orders relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings. During the pendency of the arbitral proceedings, the Parties shall share equally the costs of such arbitration as assessed by the ICC. Each Party shall bear its own attorneys’ fees incurred. The award rendered by the arbitrators may be entered in any court having jurisdiction over the Party or Parties to the dispute against which enforcement is sought, or a court in any other competent jurisdiction where the assets of said disputing Party or Parties are located. The written award of the arbitrators will be final and binding.

(b) If Supplier is not incorporated in or organized under the laws of the PRC, Hong Kong, Taiwan, Japan, India or South Korea, then this subsection (b) shall apply: The exclusive forum for any dispute related in any way to this Agreement or the Parties’ relationship shall lie in the courts, state or federal, of California, and venue shall lie in the courts of Santa Clara County. Each Party consents to personal jurisdiction in the above courts.

(c) Notwithstanding the foregoing, Applied shall have the right to seek injunctive relief, including preliminary and permanent injunctive relief, in any court of competent jurisdiction, including, without limitation, to protect Applied’s Confidential Information and IP Rights, to preserve the jurisdiction of the arbitrators (if applicable), or to otherwise enforce any arbitration award or judgment made hereunder.

F. CISG. With respect to transactions to which the 1980 United Nations Convention on Contracts for the International Sale of Goods (“CISG”) would otherwise apply, the rights and obligations of the Parties under the Agreement shall not be governed by the provisions of the CISG.

G. Pushed Out Delivery Dates. Applied may acknowledge a supplier’s notification of a pushed out (delayed) delivery date so that Applied’s systems will reflect the most up to date information provided by the supplier. Such an acknowledgement does not, however, accept the new delivery date as amendment to the parties’ contract or waive Applied’s right to any remedies for late deliveries.

(PO AMNA 11-2023)