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EXHIBIT 10.25
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
AMENDED AND RESTATED
COMPREHENSIVE SUPPLIER AGREEMENT
This Agreement dated March 13, 2001 is by and between Applied Materials, Inc.,
("Applied"), a Delaware corporation, having its place of business in Santa
Clara, California and Austin, Texas and MKS Instruments, (MKS), a Massachusetts
corporation, having its place of business in Andover, Massachusetts.
The parties agree as follows:
Definitions
The following capitalized terms will have the following meanings:
A. "Applied" means Applied Materials, Inc., including all of its domestic
and international divisions and subsidiaries.
B. MKS means MKS Instruments, including all of its divisions and
subsidiaries (except HPS).
C "Item" or "items" means the good(s) or service(s) that MKS is to
provide to Applied wider this Agreement, including all Applied Materials
purchase orders and related agreements that are governed by this CSA, as
specified from time to time by Applied and set forth in Attachment 1 and any
amendments to Attachment 1.
D. "Applied's Standard Terms and Conditions of Purchase" means the terms
and conditions contained in Exhibit 1 to this Agreement.
E. "Additional Provisions" means all requirements contained in this
Comprehensive Supplier Agreement.
F. "Agreement" means this Comprehensive Supplier Agreement and/or the
Applied's Purchase Order, and other Exhibits or Attachments to the Comprehensive
Supplier Agreement and/or Purchase Order together with any Nondisclosure
Agreement defined below as "NDA".
G. "Comprehensive Supplier Agreement" means the Comprehensive Supplier
Agreement No.982812, including Exhibit 1, the Applied Terms and Conditions of
Purchase.
H. "NDA" means any and all Nondisclosure Agreement(s) between Applied and
MKS and any specific Nondisclosure Agreement that may be attached to this
Agreement.
I. "Will" or "shall" have the same meaning and are used to convey an
affirmative duty or obligation (i.e., a requirement).
J. "Release," or "release" means individual purchase orders, spot buys,
pick cards or other orders for items issued by Applied to MKS under this
Agreement
K. "Proprietary Information" means the Proprietary Information, as that
term is defined by the NDA, of Applied.
L. "Confidential Information" means the Confidential Information, as that
term is defined by the NDA, of Applied.
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1. SCOPE
1.1 INTENTION/DESCRIPTION OF COMPREHENSIVE SUPPLIER AGREEMENT PRINCIPLES
This Comprehensive Supplier Agreement ("CSA") serves as a tool to
manage the items Applied purchases from MKS as well as sub-assemblies
MKS processes for Applied. Attachment 1 lists the items covered by this
Agreement. Any modifications to this document will include a current
list of the items covered by this CSA.
This Agreement defines the relationship and requirements between
Applied and MKS to ensure a consistent supply of material that meets
Applied's specifications. Decisions regarding future purchases from MKS
will be based upon MKS' performance under this CSA as stated in Section
6, and their achievement toward Applied's business objectives, e.g.
Hoshin goals.
1.2 MKS DETAILS
MKS Instruments Account Manager: Xxxx Xxxxxx
Six Xxxxxxxx Road Sales Manager: Xxxx Xxxxxx:
Xxxxxxx. XX 00000 Customer Service Representative: Xxxxxxx Xxxxxxx
Phone: (000)000-0000 Engineering Manager: Xxx Xxxxx
Fax: (000)000-0000
1.3 ENTIRE AGREEMENT
This CSA, including the Applied Standard Terms and Conditions of
Purchase (Exhibit 1) and any other Exhibits or Attachments which are
incorporated by reference into this CSA, together with any NDA sets
forth the entire understanding and agreement of the parties as to the
subject matter of this CSA and supersedes all prior agreements,
understandings, negotiations and discussions between the parties as to
the subject matter. No amendment to or modification of this CSA will be
binding unless in writing and signed by a duly authorized
representative of both parties. In the event of any conflict between
the terms of the CSA and the terms of the Exhibits and Attachments, the
order of precedence shall be given first to the CSA, followed by the
Applied Standard Terms and Conditions of Purchase, drawings,
specifications or other technical documents.
The following lists all of the Exhibits and Attachments referenced in
this agreement:
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Exhibit/Attachment Revision Release Date
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Exhibit 1 no revision 10/23/98
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Attachment 1 A 10/23/98
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Attachment 2 no revision 10/15/97
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Attachment 3 no revision
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Attachment 4 no revision any example -
will be in contract
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Exhibit/Attachment Revision Release Date
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Attachment 5 A 4/27/98
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Attachment 6 K 6/15/98
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Attachment 7 no revision
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Attachment 8 n/a
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Attachment 9 n/a
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Attachment 10 no revision
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Attachment 11 no revision
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Attachment 12 no revision
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Attachment 13 no revision
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Attachment 14 n/a
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Attachment 15 n/a
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Attachment 16 no revision
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Attachment 17 no revision 8/27/98
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1.4 ITEMS COVERED
In general, all Items supplied to Applied by MKS will be covered by
this agreement. The list of Items covered by this CSA is shown in
Attachment 1. New Items may be added to Attachment 1 upon mutual
agreement between Applied and MKS. Items may be removed by Applied from
Attachment 1 from time to time in accordance with this Agreement. MKS
may recommend or Applied may implement removal for the following
reasons without limitations:
a. Specification changes that MKS is unable to comply with
b. Quality or delivery default
c. Obsolete Items
d. Outsourcing of the parent assembly
1.5 DURATION OF AGREEMENT
This Agreement commences on and as of the date of the latter of the two
signatures shown in Section 9, Effective Date, when each party has
executed and delivered one or more counterparts of this CSA to the
other (the "Effective Date") and will remain in effect through April
30, 2001 (the "Initial Term"). Provided that MKS has complied with all
contract requirements and
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specifically those requirements identified in section 6.0 (Performance
Management), both parties may mutually agree to expand the term of the
agreement up to 24 months from the conclusion of the initial term. Any
extension of this agreement will be subject to all terms and conditions
of this agreement.
1.6 RESPONSIBILITIES
1.6.1 Applied Responsibilities
Applied agrees to:
- Provide demand signals to MKS as defined in section 2.5.1;
- Provide updated twenty-six week rolling forecasts to MKS;
- Measure inventory levels and scoring compliance to
days-of-supply metric as stated in Section 6;
- Receive and inspect Items from MKS and measuring quality for
quality metric as stated in Section 6;
- Notify MKS of any discrepancies;
- Provide suggestions on how MKS can improve its operation of
this agreement;
- Make recommendations as to how MKS might reduce costs and
improve the quality of Items purchased from MKS;
- Respond to any of MKS' inquiries;
- Identity, in conjunction with MKS, possible solutions to
resolve any exceptions that might arise;
- Write and record action plans to resolve exceptions;
- Provide MKS with MKS performance reports;
- Meet with MKS quarterly to review its performance;
1.6.2 MKS Responsibilities
MKS agrees to fully perform all requirements of this Agreement MKS
obligations include but are not limited to:
- Produce high quality and high reliability Items;
- Deliver Items on time to Applied;
- Respond in a timely manner to any of Applied's inquiries and
requests;
- Continuously improve MKS' operations to better serve Applied's
needs and support Applied's business objectives, e.g. Hoshin
goals;
- Work with Applied to improve operation of this agreement;
- Work with Applied to reduce costs and improve the quality for
all Items MKS produces for Applied;
- Review regularly the updated forecasts to adjust MKS operation
for changes in Applied's plans;
- Work with Applied to resolve any exceptions that may arise;
- Complete any tasks assigned to resolve exceptions on time;
- Meet with Applied quarterly to review performance;
- Monitor and report to Applied the finished goods inventory
levels of the Items listed in Attachment 1 of this Agreement.
2. LOGISTICS FRAMEWORK
2.1 OPERATION OF CSA
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2.1.1 Operating calendar & holidays
This CSA operates by Applied fiscal year calendar, shown in Attachment
2. Recognized holidays are those holidays shown on Applied fiscal year
calendar. Should any discrepancies between the operating calendars of
Applied and MKS arise, MKS must make provisions so that Applied's
operations are unaffected.
2.1.2 Flowchart of day to day operations (Reserved)
2.1.3 Forecasts
MKS' production of Items will be guided by Applied's most current 26
week rolling forecast, as provided by Applied to MKS on a weekly basis
("Applied's Forecast"). MKS will plan, manufacture, and stock inventory
to meet Applied's forecast. MKS will keep each of Applied's forecasts
for audit purposes for a minimum of six (6) months and may be asked to
present this document for verification of authorized inventory levels.
Applied's forecast is Proprietary Information to be used only by MKS to
meet its obligations to Applied under this Agreement.
2.1.4 Releases
Applied may require a part or Items on an accelerated basis, either in
addition to or in place of Items forecast for release or scheduled for
delivery at a later date. If feasible, as determined by Applied and
MKS, such Items will be provided by MKS to meet Applied's requirements.
Unless otherwise agreed to by Applied, such accelerated deliveries will
not affect the delivery schedule of any Items currently allocated for
forecast requirements. Lead times for each accelerated release will be
agreed upon by both parties. If MKS and Applied are unable to agree on
delivery schedule or other terms affecting Items for accelerated
delivery, Applied shall have the right to purchase or procure affected
Items from other persons, without obligation to MKS.
2.1.5 Delivery Guidelines
2.1.5.1 General Delivery
MKS will exercise all efforts to meet Applied's delivery
requirements on time. Shipments to Applied by MKS will be
delivered in the right quantities ordered by Applied.
For part orders issued via a separate purchase order form
("Spot Buy"), deliveries will be accepted on the requested
date or up to 2 days before the requested date. For Spot Buy
purchases for spares, deliveries will be accepted on the
requested date or up to two days before the requested date.
2.1.6 Replenishment Approach
MKS will be expected to supply Items using one or more of the following
replenishment approaches:
- Bus Route
- Spot Buy
The replenishment methodology to be used for a particular Items are
defined on Attachment 1. Specific delivery mechanics are outlined on
Attachment 3.
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2.1.7 Electronic Commerce
MKS is required to communicate with Applied using EDI ANSI X.l2
standards and encouraged to use either GElS or EDICT software.
2.1.8 Changes to Logistics
Applied may on occasion change any aspect of any logistics requirement.
Applied will expect MKS to accommodate these changes to the best of its
ability. MKS will be given at least three weeks notification prior to
the change being implemented. Applied will then consider all claims for
pricing adjustment due to the change in the logistics framework if made
within the three week notification period.
2.2 SERVICE LEVELS
2.2.1 Inventory Levels
MKS, if involved in supporting lean manufacturing, is expected to have
Finished Goods Inventory ("FGI") of the Items on Attachment 1 in order
to manage demand fluctuations. MKS will maintain a minimum FGI of 4
weeks and a maximum of 6 weeks of each Item, for each Item identified
in Attachment 1 as requiring FGI, to meet Applied's needs based on the
most recent rolling forecast (see Attachment 4 for example of
forecast). After MKS exhibits ability to decrease cycle times, both
parties will agree to lower FGI requirements.
MKS may present a claim for "non-purchase" for payment of inventory
manufactured in response to a valid Applied purchase order, or an
authorized demand signal, as explained in Section 2.5.1, if Applied has
not taken delivery of the FGI within 6 months from date of manufacture.
This claim must be made within thirty (30) days from the end of the 6
months time frame. Applied is not responsible for payment to MKS for
FGI built without a valid Applied purchase order, an authorized demand
signal (as explained in Section 2.5.1), or Applied's Forecast (as
explained in Section 2.1.3).
Applied will not hold any financial responsibility for FGI consisting
of "off-the-shelf" Items that MKS is able to sell to other customers.
2.2.1.1 WIP Tracking
MKS is expected to monitor, track, and report their Work-In-Process
("WIP") inventory (dollars). In the future, Applied will implement
regular reporting mechanisms which MKS will be expected to participate
in.
2.2.1.2 Excess and Obsolete Items
Applied will not be responsible for excess and obsolete parts other
than to the amounts specified above in Section 2.2.1, and in any event
MKS must make all efforts to mitigate claims for "non- purchase".
In the event that MKS desires to submit a claim for reimbursement of
costs associated with obsolete Applied unique build-to-print parts, MKS
shall submit its claim to Applied's authorized purchasing
representative within 90 days from the date Applied designated the part
as obsolete. MKS' claim proposal shall be submitted in accordance with
Section 26, Termination for Convenience, of Applied's Standard Terms
and Conditions of Purchase.
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
MKS agrees to physically dispose of the excess and obsolete parts as
directed by Applied's authorized purchasing representative. Parts that
are to be delivered to Applied's facilities must be delivered in
accordance with the requirements of this Agreement and/or any
supplemental instructions provided by Applied's authorized purchasing
representative. With regard to Applied unique build-to-print parts, in
lieu of delivery to Applied, Applied may elect to request MKS to
destroy or otherwise scrap these parts such that these parts are
non-functional MKS agrees to destroy or otherwise scrap these parts in
a manner that is satisfactory to Applied and to provide Applied with a
certification of destruction and/or evidence that the parts have been
properly disposed of.
2.2.2 Response Requirements
Responses to the following types of inquiries are expected within the
time periods in the tables below.
2.2.2.1 MKS Response Time
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Inquiry Type MKS Response Time MKS Contact
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Lead-time 1 business day Master Planner
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Technical 1 business day Manufacturing Engineer
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Quotations 1 business day Customer Service Representative
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Quality 1 business day Quality Engineer
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Price/invoice 1 business day Customer Service Representative
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Component failure & field safety 3 hours Quality Engineer
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Product Problems 1 business day Account Manager
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2.2.2.2 Applied Response Time
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Inquiry Type MKS Response Time MKS Contact
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Lead-time 1 business day MKS Account Team Lead/Member
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Technical 1 business day MKS Account Team Lead/Member
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Quality 1 business day MKS Account Team Lead/Member
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Price/invoice 1 business day MKS Account Team Lead/Member
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2.2.3 Flexibility Requirements
MKS is expected to perform regular capacity planning and to demonstrate
reasonable upside/downside manufacturing flexibility in case of demand
volume changes at Applied. For Bus Route Items, MKS shall be capable of
manufacturing to unplanned sustained increases/decreases in demand
above/below Applied's forecast as defined below. For Spot Buy Items,
MKS allows the following increases/decreases to Purchase Order
Quantities above/below the quantities originally requested:
Weeks until Delivery Date [**] [**] [**] [**] [**]
Flexibility +/- [**] [**] [**] [**] [**]
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2.2.4 On-site support requirements
As determined by Applied, MKS may be asked to provide logistics,
quality engineering, and new product development support on-site at
Applied's facilities. At the appropriate juncture, Applied will require
MKS to execute the On-site Representative Agreement prior to issuing a
building badge to MKS' representatives.
2.2.5 Global Support
For the Items listed in Attachment 1, and all other Items that MKS
provides to Applied, MKS will provide support globally for Applied and
Applied's customers.
Technical assistance and product support services shall be provided at
no additional charge during normal business hours. MKS must have an
established and deployed global service capability. The required
support services must be available globally, however, MKS may utilize a
MKS distributor, or other -fled entity designated by MKS to meet this
requirement MKS is expected to use best efforts to provide a resolution
to requests for assistance.
2.2.6 Turn-around time for Repairs
MKS will supply Applied with repair Items under warranty within [**]
business days from receipt of product. The [**] day cycle is not
guaranteed if Applied ships repair Items in unreasonable batch sizes.
MKS will supply Applied with repair Items not under warranty within
[**] business days from receipt of product.
2.3 INFORMATION
2.3.1 Applied Planning Systems
MKS may be given electronic access to Applied's planning data. This
access, if granted, should only be used to facilitate production and
delivery of Items to support Applied's requirements. MKS' access to,
and utilization of, Applied's planning data is subject to the
confidentiality terms of this Agreement and any NDA.
2.3.3 Applied New Product Plans
MKS will on occasion and at Applied's discretion, be invited to forums
in which Applied's new product plans are shared. Any Applied new
product plans provided to MKS is subject to the confidentiality
provisions of this Agreement and any NDA.
2.4 PACKAGING AND TRANSPORTATION
2.4.1 Packaging and Shipment
MKS will have all Items packaged "ready for use" in accordance with
Applied's packaging specification (Attachment 6). MKS will xxxx and
identify every item in compliance with Applied's part identification
specifications and requirements (reference Attachment 6).
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2.4.2 Bar Coding
All shipments should be bar coded to Applied's specifications
(Attachment 5).
2.4.3 Transportation Mode
Items will be transported, FOB Origin, Freight Collect in accordance
with Attachment A of Applied's Corporate Transportation Routing Guide
which is provided in Attachment 7.
2.5 PAYMENT
2.5.1 Demand Signal
BUS ROUTE
Each day by 10:00 a.m., Applied sends via EDI transmission an order
sheet to MS containing Applied's material requirements information.
This information is organized at the part-number level and represents
Applied's daily purchase from MKS. This EDI transmission constitutes an
authorized demand signal.
SPOT BUY
As needed, Applied sends via fax an order sheet to MKS containing
Applied's material requirements information. This information is
organized at the part number level and represents an Applied purchase
from MKS. This fax constitutes an authorized demand signal.
2.5.2 Invoices
Invoices shall contain the following information: purchase order
number, item number, description of goods, sizes, quantities, unit
prices, and extended totals in addition to any other information
requested. Applied's payment of invoice does not represent
unconditional acceptance of items and will be subject to adjustment for
errors, shortages, or defects. Applied may at any time set off any
amount owed by Applied to MKS against any amount owed by MKS or any of
its affiliated companies to Applied.
All invoices must be sent directly to Accounts Payable in Austin:
Accounts Payable
Applied Materials
0000 XX Xxxxxxx 000 Xxxx X/X 0000
Xxxxxx, XX 00000-0000
2.5.3 Cash Discounts
Payment will be made net thirty (30) days from receipt of:
a. invoice, in form and substance acceptable to Applied, or
b. delivery and acceptance of the invoiced Item(s), whichever is
later.
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
If payment is made within ten (10) days of the later of either (a) or (b) above,
Applied may [**] from the invoice total as a prompt payment discount.
2.6 DISASTER RECOVERY PLAN
MKS is expected to develop and provide to Applied, upon request,
reasonable information describing (provide evidence of a disaster
recovery plan that includes emergency back up capacity and appropriate
record protection and recovery. Furthermore, MKS represents that its
information systems are year 2000 compatible and hereby grants Applied
the right to verity MKS' internal processes for ensuring compliance
with this provision. MKS agrees to include this same requirement in its
purchase orders to its supply base and to provide reasonable efforts to
verity its supply base is compliant with the requirements herein.
2.7 MANAGING EXCEPTIONS
2.7.1 Identifying constraints
MKS is responsible for anticipating inability to perform its
obligations and limitations on manufacturing, delivery and other
performance to meeting CSA objectives, informing Applied when those
constraints occur, and initiating action plans to resolve the
Constraints might typically include, but not be limited to:
a. Consumption over forecast
b. Consumption under forecast
c. Quality problems
d. Capacity/production problems
e. Secondary supplier supply-chain management problems
f. Other business issues
2.7.2 Process for Exceptions
Applied will work with MKS to determine the impact of an exception and
approve and execute or disapprove the action plans in accordance with
Section 24, Changes, of Applied's Standard Terms and Conditions of
Purchase. MKS will notify the MKS Account Team Lead as soon as
exceptions are identified.
3. QUALITY FRAMEWORK
3.1 SUPPLIER NON-CONFORMANCES AND CORRECTIVE ACTION
MKS' quality must meet all applicable Applied specifications as stated
elsewhere in the Agreement (including all technical specifications and
detailed drawings). MKS is required to replace or repair defective
Items at MKS' expense in a timely manner. MKS are required to use the
most expeditious manner possible to affect the corrections including
the use of overnight delivery
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
services for shipment of Items; at Applied's request, in certain
circumstances, MKS may be asked to provide new Items in lieu of
repairing a part to ensure immediate corrective action.
MKS will be notified of defects with a corrective action form,
Attachment 10, to which they are expected to respond appropriately. A
corrective action process to resolve non-conformances will be
documented and used. In addition, MKS will participate in continuous
improvement plans and programs as defined by Applied and MKS.
Should MKS fail to conform to the specifications established in this
Agreement, Applied may purchase comparable items in the open market as
necessary to meet its requirements. Applied may at its option charge
MKS with any reasonable cost differential between the contract price
and the price paid in the open market. This cost may include premium
costs for expedited delivery, administrative costs incurred to process
replacement purchase orders.
3.2 APPLIED NON-CONFORMANCES AND CORRECTIVE ACTION
Applied will return Items at Applied's expense that do not conform to
Applied's requirements due to Applied errors. These Items will be
returned for potential rework. Applied and MKS will agree in advance on
"standard" repair costs (labor, Items and freight) on items not covered
under warranty; the standard repair costs will be identified in the
Items list (Attachment 1B).
To the extent that a "standard" repair cost has not been established,
MKS will assess rework costs and timing and inform Applied before work
is performed. The parties agree that MKS will inform Applied if the
total price charged for repairing a part will exceed 40% of the current
purchase price stated in Attachment 1.
MKS agrees to repair and return all Items within [**] business days
from receipt of damaged Item. Applied shall have the right to designate
certain Items for "Same Day" or "24 Hour" repair turnaround. Any
premium charges for "Same Day" or "24 Hour" repair turnaround will not
exceed [**] per Item.
Prior to return of repaired items to Applied, MKS will xxxx Items with
Applied's part number, serial number, RMA number, purchase order
number, range and gas (ff applicable). Applied shall bear the risk of
loss or damage during transit of Items whether or not the Items meets
warranty requirements.
In addition, as stated below in the quality assurance section, a
corrective action process to resolve non-conformance(s) will be
documented and used.
3.3 QUALITY ASSURANCE
All Items purchased under this CSA will be subject to inspection and
test by Applied at appropriate time and place, including the period of
manufacture and anytime prior to final acceptance. If inspection or
test is made by Applied on MKS' premises, MKS will provide all
reasonable facilities and assistance for the safety and convenience of
Applied's inspectors at no charge to Applied. No preliminary inspection
or test shall constitute acceptance. Records of all inspection work
shall be kept complete and available to Applied during the performance
of this order and for such further period as Applied may determine.
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Certificate of Conformance (COC): MKS agrees to certify that Items have
passed all production acceptance tests and configuration requirements
and provide a "Certificate of Conformance" (see Attachment 16) and a
Calibration Data Report that will be included with each product during
shipment.
With regard to repair services, MKS shall maintain documentation
evidencing that all test inspections have been performed. The
documentation shall indicate the nature and number of observations
made, the quantities approved and rejected as well as the nature of the
corrective action take MKS' service centers shall be responsible for
submitting this data for Applied's review of the delivery summaries.
The data shall be submitted monthly not later than five days after the
close of each of Applied's fiscal months to Applied's Contract
Specialist and Applied's IBSS Repairs Purchasing Group.
At Applied's request, MKS will provide a certificate and/or a copy of
the final inspection records showing compliance to applicable
specifications, contract requirements and any other required documents
stipulated in Applied's repair authorization. MKS also agrees to
provide Applied with copies of its current procedures relative to
repairs, range change and warranty repairs.
Through MKS' internal Quality Service organization, MKS will track and
maintain its internal manufacturing reject rate by percentage of
assemblies, and/or part per million ("TPM"). Trend reporting and
corrective actions shall be furnished to Applied as requested by
Applied Purchasing or Quality representatives. MKS will provide quality
data in the format, as shown in Attachment 11, and as received by
Applied MKS may also be required to provide reasonable additional data
to support qualification and certification programs.
3.4 WARRANTY
MKS warrants that all Items delivered to Applied will be free from
defects in workmanship, material, and manufacture; will comply with the
requirements of this Agreement, and, where design is MKS'
responsibility, will be free from defects in design. All services will
be performed in a competent, professional and workmanlike manner, free
from defects and in accordance with best professional practices or the
like. MKS FURTHER WARRANTS ALL ITEMS PURCHASED OR REPAIRED WILL BE OF
MERCHANTABLE QUALITY AND WILL BE FIT AND SUITABLE FOR THE PURPOSE
INTENDED BY APPLIED. THESE WARRANTIES ARE IN ADDITION TO ALL OTHER
WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AND WILL SURVIVE ANY
DELIVERY, INSPECTION, ACCEPTANCE, OR PAYMENT BY APPLIED. If any Items
delivered by MKS do not meet the warranties specified herein or
otherwise applicable, Applied may, at its option:
(i) require MKS to correct at no cost to Applied any defective or
non-conforming Items by repair or replacement, or
(ii) return such defective or non-conforming Item at MKS' expense
to MKS and recover from MKS the order price thereof, or
(iii) correct the defective or non-conforming Item itself or through
a mutually approved third party and charge MKS with the cost
of such correction
(iv) cancel the balance of the undelivered non-conforming Item
and/or this CSA in accordance with Section 25, Termination for
Default, of Applied's standard Terms and Conditions of
Purchase.
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
All warranties will run to Applied and to its customers. Applied's
approval of MKS' material or design will not relieve MKS of the
warranties established in this agreement. In addition, if Applied
waives any drawing or specification requirement for one or more of thE
goods, it will not constitute a waiver of all requirements for the
remaining goods to be delivered unless stated by Applied in writing.
3.5 OTHER QUALITY PROGRAMS
3.5.1 MKS' Quality System
MKS' quality system must be in compliance with ISO 9000. If MKS is not
currently ISO 9000 certified, MKS must provide their documented plans
to achieve certification with a tune that is mutually agreeable to both
parties. MKS also agrees to participate in the SSQA development and
implementation plan.
3.5.2 MKS' Process Quality
Applied Materials requirements and workmanship standards shall be
integrated into MKS' processes and identified accordingly. MKS shall
identify the critical processes effecting the product quality and
develop a validated list of the critical processes by discussing with
Applied Materials. All data generated as a result of the critical
manufacturing processes shall be collected, processed and used for
process control and continuous improvement Evidence of process control
of critical processes is a requirement and the presence of control
charts and statistical process control is required. Processes not
exhibiting a Cpk of 1.33 will require a formal corrective action plan
to achieve the required process control. The critical manufacturing
processes on pressure transducers, flow products and electronic
products are:
[**]
[**]
[**]
[**]
[**]
3.5.3 Part quality containment and corrective action
When Applied Materials identifies a product non-conformance on a piece
part and requests MKS to implement containment action on the part
failure, MKS shall respond within [**] with a documented containment
plan and shall have implemented the plan. MKS shall provide follow up
to this containment plan with a closed loop corrective action
identifying the root cause, a permanent fix and tune line to implement
the corrective action. Applied Materials may perform a follow up audit
to verify the effective implementation of the corrective action and
approve the closure of the corrective action.
Applied Materials may develop or request MKS to develop Inspection
Standard Sheets on identified part numbers for deployment in MKS'
operation. ISS's will be deployed in final
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
inspection, completed and records maintained as part of MKS' quality
system. Template will be provided by Applied Materials supplier quality
organization.
3.5.4 MKS Audits
Applied Materials will conduct the following audits, as required, to
ensure a high level of quality of parts and assemblies purchased from
MKS.
3.5.4.1 Source Inspection
Applied Materials may conduct source inspection at MKS' site at any
time. Performance of source inspection does not waive MKS
responsibility for any defects that might subsequently be identified by
Applied Materials or its customers.
3.5.4.2 Piece part audits
Piece part audits may be performed at MKS' site or at Applied
Materials. MKS shall identify the failure and respond commitment to
contain the part failure with in [**] from notification. MKS shall also
perform the root cause analysis of the failure for containment and
corrective action. MKS shall agree to inform Applied Materials about
the root cause, corrective action, its implementation plan and schedule
with in the time period agreed upon.
3.5.4.3 Process audits
When a systemic failure trend is observed in the piece part or assembly
supplied, Applied Materials or MKS shall identify the process which are
causing the failure and audit the processes at MKS' site. Any
deficiencies or opportunities for improvements identified from the
audit will be discussed with MKS and a closed loop corrective action
will be established, specifying the correction action required with a
specified timeline for implementation. MKS shall agree to work on the
corrective action and provide closure to all deficiencies within the
time period agreed upon.
3.5.4.4 System assessment
Applied Materials, at any time may decide to perform a quality system
audit at MKS' site. Any deficiencies or opportunities for improvements
identified from the audit will be discussed with MKS and a closed loop
corrective action will be established, specifying the corrective action
required with a specified timeline for implementation. MKS shall agree
to work on the corrective action and provide closure to all
deficiencies within the time period agreed upon.
3.5.5 MKS' control over their subcontractors
MKS shall demonstrate control over the selection of subtier suppliers
and maintain a controlled Approved Suppliers List that is supported by
on site audits and completed corrective actions prior to selection and
periodically to ensure the highest quality of procured parts and
assemblies. MKS is required to provide Applied Materials with a quality
plan for
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the selection, control and maintenance of subtier suppliers and will
include periodic testing performed by MKS to ensure compliance to
Applied Materials specifications. Quality records of MKS' subtier
suppliers shall be made available, upon request, to Applied Materials
for review.
3.5.6 MKS communication
MKS agrees to send a report on their quality performance on either a
weekly or monthly basis the frequency and content of which is to be
mutually agreed to between the quality engineering representatives from
each party. Applied's quality engineer may schedule a periodic meeting
with the MKS representative managing the quality to discuss the
contents of MKS' quality report, parts containment, closed loop
corrective action, audit findings or any other issues related to
quality. MKS agrees to develop, with the help and approval of Applied
Materials, a pro-active quality road map to improve their part quality
to meet the Applied Materials quality goals. And the status of the
effectiveness of the implementation plan will be monitored by MKS and
reviewed with Applied Materials on a periodic basis.
3.5.7 Formal Quality Plan
A formal quality plan will be developed jointly by MKS and Applied
Materials and will contain part and process specific requirements
identified to ensure the manufacture of high quality parts. MKS will
conform to all requirements of the plan. Periodic assessments of the
quality plan will be performed by the Applied supplier quality engineer
to ensure conformance to all requirements. The completed plan will be
an attachment to this contract.
3.5.8 Pro-active Action Plans
MKS is advised to work with Applied Materials in a pro-active way on
the following.
1. Work with the Quality Engineers on the manufacturing
floor to receive the DMR parts as soon as possible.
2. Work with the WMO/PBG buyers in reversing the PPMs
from MKS fault to Applied Materials' fault in
applicable cases.
4. PRICING FRAMEWORK
4.1 PRICING BY PART NUMBER
The pricing for the Items are shown in Attachments 1A (part numbers)
and 1B (service and repair). Any modifications to these must be made in
accordance with Section 7 of this Agreement. MKS commits to on-going
cost improvement during the period of this Agreement in accordance with
Section 6.
At the time of the Agreement Effective Date, the remaining balance of
undelivered items on all open purchase orders will be revised to the
agreement price.
Specific circumstances may result in a review of the agreement terms,
including prices. These include, but are not limited to:
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
a. Volume increases resulting in an increase in agreement value
of over [**] (subsequent to completion of negotiations on the
existing prices);
b. Addition of Items to the agreement increasing the value of the
Agreement over [**]
c. Cost reductions(savings over and above those committed in the
MKS performance plan.;
d. Price reductions in accordance with Section 6,[**], of
Applied's standard Terms and Conditions of Purchase.
4.2 COOPERATIVE PRICING MODELS/FORMULAS
SEE ATTACHMENT 1
4.3 VOLUME
MKS will be provided a range of potential volume that may be purchased.
Applied does not commit to buy a specific volume of a part number from
a MKS. Applied does not limit its ability to buy the same part number
from multiple sources.
4.4 EXPORT PRICING
MKS should quote Applied in unit prices based upon delivery FCA Free
carrier. MKS is expected to prepare the export paperwork and be the
exporter of record. MKS must utilize Applied's preferred carriers to
arrange the export of the goods. Applied will pay the freight charges
based on Applied's rates with its preferred carriers. Applied will be
responsible for importing the goods into the destination country.
4.5 CURRENCY
All prices are quoted in US dollars; prices for foreign manufactured
Items will not be adjusted to reflect changes in the exchange rate. MKS
is encouraged to obtain any necessary currency exchange protection it
deems appropriate.
Notwithstanding the agreement to quote product in U.S. Dollars, the
parties agree that any Applied entity operating in the same country as
MKS's manufacturing plant or sales and service depots may issue orders
for MKS's products using the local currency for the purposes of
effecting payment. The prices will be converted to local currency as
follows:
PARTS MANUFACTURED EXCLUSIVELY OUTSIDE OF THE UNITED STATES:
The U.S. Dollar prices in Attachment 1 will be converted to local
currency, on a quarterly basis, using the official exchange rate listed
in Bloomberg(TM) or Xxxxx(TM) publications. The exchange rate shall be
the mid point between the bid and ask price listed at the close of the
following days: January 2nd, April 1st, July 1st, October 1st.
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
PARTS MANUFACTURED EXCLUSIVELY WITHIN THE UNITED STATES:
The various packaging, shipping, export and import costs associated
with parts manufactured exclusively within the United States and
offered for sale outside the United States will be paid by MKS as part
of its normal operating expenses. In consideration for said costs,
Applied agrees that MKS may increase the U.S. Dollar prices in
Attachment 1 by not more than [**] prior to converting the U.S. price
to the local currency price using the official exchange rate listed in
Bloomberg(TM) or OIsen(TM) publications. The exchange rate shall be the
mid point between the bid and ask price listed at the close of the
following days: January 2nd, April 1st, July 1st, October 1st.
4.6 PROTOTYPES
MKS is committed to price all Items consistent with contract prices.
MKS agrees to provide prototype Items priced considering the total
value of Applied's business with MKS. This may be accomplished in
several ways, including:
a. a specific number of prototype Items may be provided free of
charge
b. Items may be priced at production levels
4.7 ADVANCES FOR RAW MATERIALS
Applied does not provide advance payments for the purchase of raw
materials.
5. TECHNICAL FRAMEWORK
5.1 ENGINEERING CHANGE ORDERS
Applied may change its drawings, design, and specifications at any time
in accordance with Section 25, Changes, of Applied's Standard Terms and
Conditions of Purchase. Applied Supplier Engineer will review with MKS
all proposed Engineering Change Orders (ECO's) that impact the form,
fit, or function of Items. Applied will, in writing, provide approved
ECO's (refer to Attachment 12) and state the effective dates of all
changes. Unless otherwise notified, Applied Receiving Inspection will
inspect to the latest revision in effect at the time of receipt
MKS may request engineering changes via a MKS Problem Sheet (refer to
Attachment 13). This form should be submitted to Applied Supplier
Engineer. Changes shall not be implemented by MKS until written
permission to proceed is given by Applied's authorized purchasing
representative and the agreement is modified accordingly. Applied will
consider claims for adjustment in the terms of this Agreement if made
before the implementation of the changes.
5.2 TOOLING
Unless otherwise agreed to in writing, special dies, tools, patterns
and drawings used in the manufacture of Items shall be furnished by and
at the expense of, MKS.
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5.3 DESIGN CHANGES AND RESOLUTION
For the term of this Agreement, MKS will not make changes to the design
of any part that may alter form, fit, function or a significant
manufacturing process without a documented engineering change request
and prior written approval from Applied's authorized purchasing
representative and the agreement is modified accordingly.
If Applied's design changes impact the pricing, delivery, lead-time, or
other terms and conditions of this Agreement, and agreement upon
alternate terms cannot be reached with MKS, then Applied may remove the
subject Items from this Agreement without affecting the remaining
Items.
5.4 PROCESS CHANGES AND RESOLUTION
MKS is expected to inform Applied of process and MKS changes to include
changes in specifications, manufacturing locations, even when
specifications are met. MKS must receive written approval in writing
from Applied before implementing changes. MKS must use the specified
Applied "approved" list of secondary process suppliers, where
designated. The use of Applied approved secondary process suppliers
does not relieve MKS of the responsibility for management of the
subtier supplier and for ensuring the quality of parts received.
5.5 SUBCONTRACTING
MKS shall not subcontract for completed or substantially completed
components and processes supplied to Applied without prior written
approval of Applied. MKS will ensure that all subcontractors to MKS
that have access (directly or indirectly) to Applied specifications
must be covered by a NDA that is similar in form and substance to
Applied's NDA.
5.6 FIRST ARTICLES
A new Item, Item with revised drawings, or other changes as delineated
above, must have a first article evaluated and accepted by Applied (a
"First Article"). An Item will not be authorized for deliveries until
acceptance of the First Article by Applied. MKS will maintain First
Article qualifications/evidence data file with content as defined by
Applied for the specific part. First Article data is to be made
available to Applied upon request and shall be retained by MKS during
the performance of this Agreement or subsequent agreements.
5.7 OUTSOURCING
Applied may at its discretion elect to outsource an assembly or module
to a third party ("Subassembler") and if the selected assembly or
module includes any Item under this CSA (an "affected Item"), Applied
will advise MKS of the Subassembler, unless precluded from doing so by
confidentiality or other requirements. MKS understands that the
selection and responsibility for sourcing any affected Items will
generally be the responsibility of the Subassembler. If MKS is not
selected as the source for an affected Item, any affected items or
applicable quantities of affected Items may, at Applied's discretion,
be removed from this Agreement.
5.8 PRODUCT SUPPORT
MKS agrees to provide Items, and technical and service support to
Applied for all of the Items for a minimum of ten years from the date
of final shipment of a part to Applied.
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Alternatively, the parties may agree to establish a product support
period less than ten years provided that MKS agrees to grant to Applied
a non-exclusive license to make, have made, use, sell, and support the
Items in a form and on terms acceptable to Applied.
5.9 COMMODITY SPECIFIC ISSUES
Reserved
5.10 TECHNOLOGY ROADMAP
Reserved
6. PERFORMANCE MANAGEMENT
6.1 SUPPLIER PERFORMANCE PLAN
As part of this Comprehensive Supplier Agreement, Applied and MKS agree
to jointly develop a Supplier Performance Plan. Attachment 15 outlines
the performance plan.
6.2 SUPPLIER PERFORMANCE MANAGEMENT
6.2.1 Metrics and Targets
MKS agrees to target the operational performance targets defined below.
Performance targets for FY2000 are listed. Intermediate performance
targets are established in the Supplier Performance Management Plan.
The following defines how Applied and MKS will measure performance
metrics:
------------------------------------------------------------------------------------------------------------
FY 1999 End FY 2000 End
Measure Definition Calculation Target Target
------------------------------------------------------------------------------------------------------------
Quality ppm Number of quality Quantity of parts with
discrepancies recorded DMR [**] [**]
detected prior to occurrences provided
shipping a completed by the supplier over
system to an end the prior 13-week
customer, expressed period, divided by the
as parts per million total quantity of parts
received from that
supplier over the same
period, multiplied by
1 million
------------------------------------------------------------------------------------------------------------
Supplier Fault DMRs Number of DMR Number of DMR [**] [**]
transactions for part occurrences recorded
quality discrepancies against the supplier
detected in-house accumulated over the
prior to system prior 13-week period
installation in the
field
------------------------------------------------------------------------------------------------------------
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
------------------------------------------------------------------------------------------------------------
FY 1999 End FY 2000 End
Measure Definition Calculation Target Target
------------------------------------------------------------------------------------------------------------
Late Delivery ppm Number of parts Quantity of parts
delivered later than received one day or [**] [**]
the agreed upon more after the commit
commit date date, accumulated for
each supplier over a rolling
13-week period, divided by
the total quantity of parts
received over the same
period, multiplied by 1
million
------------------------------------------------------------------------------------------------------------
Early Delivery ppm Number of parts Quantity of parts
received three or received three or more [**] [**]
more days before the days before the
commit date commit date,
accumulated over a rolling
13-week period, divided by
the total quantity of parts
received over the same
period, multiplied by 1
------------------------------------------------------------------------------------------------------------
Average Lead Time
of Production Parts
(Order Fulfillment
Cycle Time)
------------------------------------------------------------------------------------------------------------
Source Cycle Time Average of the total The average of the
(supplier reported) times, from number of days [**] [**]
placement of an between order date
order through receipt and receipt date for all
at Applied Materials, production parts
of parts supplied to recorded for the
volume production supplier, based on
(including Austin volume
transportation time) production activity.
------------------------------------------------------------------------------------------------------------
Make Cycle Time Total cycle time to Elapsed time, as
(supplier reported) source all materials determined through [**] [**]
required to produce process audits and
an order, based on supplier
contracted parts self-assessments
supplied to volume
production
------------------------------------------------------------------------------------------------------------
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
------------------------------------------------------------------------------------------------------------
FY 1999 End FY 2000 End
Measure Definition Calculation Target Target
------------------------------------------------------------------------------------------------------------
Cost Reduction Total production time Elapsed time, as
required to fulfill an determined through [**] [**]
order, including process audits and
manufacturing order supplier
release and build self-assessments
time, based on
contracted parts
supplied to volume
production
------------------------------------------------------------------------------------------------------------
Percentage difference Calculated for each
between the average contract by the SAT, [**] [**]
unit price paid for using the method
materials in the prior accepted by the SMO
year and price paid commodity group
in the current year (see Attachment 17)
------------------------------------------------------------------------------------------------------------
7. AMENDMENTS AND MODIFICATIONS
This CSA may be revised by the mutual consent of Applied and MKS.
Revisions to this CSA must be in writing, signed by both Applied and
MKS duly authorized representatives, traced by revision numbers and
attached to this original agreement. A change to one attachment of this
agreement will constitute a revision level change. The master copy of
this CSA and any revisions are to be maintained by Applied.
Updates to Section 2.2, Service levels, and changes may be communicated
via memos sent by mail, fax or e-mail.
8. GLOSSARY
TBD
9. ACCEPTANCE
Accepted:
/s/ Xxxxxxx Xxxxxx /s/ Xxx Xxxxxxxxxxxx
--------------------------------- ---------------------------------
Applied Materials, Inc. MKS
Xxxxxxx Xxxxxx Xxx Xxxxxxxxxxxx
Contract Specialist VP of Customer Service
Chemical Delivery SMO MKS Instruments
Date: 3/13/01 3/13/01
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EXHIBIT 1
APPLIED MATERIALS TERMS AND CONDITIONS OF PURCHASE
1 Acceptance
The terms and conditions stated in these Applied Materials Standard
Terms and Conditions of Purchase become the agreement between the
parties covering the purchase of the goods or services (collectively
referred to as "Items") ordered in the Purchase Agreement/Comprehensive
Supplier Agreement/Basic Supplier Agreement of which these Terms and
Conditions are a part when this Agreement is accepted by acknowledgment
or commencement of performance. This Agreement can be accepted only in
these terms and conditions. Additional or different terms proposed by
Supplier will not be applicable unless accepted in writing by the
Buyer. No change, modification, or revision of this Agreement will be
effective unless in writing and signed by duly authorized
representative of Buyer.
2. Confidential and Proprietary Information
Supplier will observe and is bound by the terms and conditions of any
and all Non- Disclosure Agreements (NDAs) executed by Supplier with or
for the benefit of Buyer, whether now or hereafter in effect. In
addition, all schematics, drawings, specifications and manuals, and all
other technical and business information provided to Supplier by Buyer
during the term of, or in connection with the negotiation, performance
or enforcement of this Agreement shall be deemed included in the
definition (subject to any applicable exclusions therefrom) of
"Proprietary Information" for purposes of this Agreement.
Supplier may use Buyer's Proprietary Information only for the purpose
of providing Items, parts or components of Items or services to Buyer.
Supplier will not discuss and further will not use any of Buyer's
Proprietary Information, directly or indirectly, for any other purpose
including, without limitation, (a) developing, designing,
manufacturing, refurbishing, selling or offering for sale parts or
components of Items or parts, or providing services, for or to any
party other than Buyer, and (b) assisting any third party, in any
manner, to perform any of the activities described herein. All
Proprietary Information shall (a) be clearly marked by Supplier as
Buyer's property and segregated when not in use, and (b) be returned to
Buyer promptly upon request.
Supplier acknowledges and agrees that Buyer would suffer irreparable
harm for which monetary damages would be an inadequate remedy if
Supplier were to breach its obligations under this provision. Supplier
further acknowledges and agrees that equitable relief, including
injunctive relief, would be appropriate to protect Buyer's rights and
interests if such a breach were to arise, or threatened, or were
asserted.
Supplier will use reasonable efforts to notify Buyer of any third party
requests to engage in any of the activities prohibited by this Article.
3. Intellectual Property
Nothing in this Agreement shall be deemed to grant to Supplier any
license or other right under any of Buyer's intellectual property
(including, without limitation, Buyer's patents, copyrights, trade and
service marks, trade secrets, and Proprietary Information) for
Supplier's own benefit or to provide or offer Items to any party other
than Buyer.
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All Items supplied by Supplier and the sale of Items by Supplier and,
as applicable, use thereof by Buyer or its subsequent purchasers or
transferees will be free from liability for or claim by any persons of
royalties, patent rights, copyright, trademark, mechanics' liens or
other encumbrances, and trade secrets or confidential or proprietary
intellectual property rights (collectively "rights" and
"encumbrances"), and Supplier shall defend, indemnify and hold harmless
Buyer against all claims, demands, costs and actions for actual or
alleged infringements of patent, copyright, trademark or trade secret
rights or other rights and encumbrances in the use, sale or re-sale of
any Item which are valid at the time of or after the effective date of
this Agreement; except to the extent that the infringement was
unavoidably caused by Supplier's compliance with a detailed design
furnished and required by Buyer or by Buyer's non-compliance with
Supplier's prior written advice or warning of a possible and likely
infringement
At the request of Buyer, Supplier will provide to Buyer the most
current and complete specifications and drawings (the "Drawings") for
each Item manufactured or produced for Buyer that is based on Buyer's
design or Drawings showing the complete specifications and design for
the Item as manufactured or produced by Supplier. All Drawings are the
sole property of Buyer.
Upon termination of this Agreement, Supplier will return all Applied
Proprietary Information and documentation to Buyer. Notwithstanding
this requirement, Supplier may request Buyer approval to destroy any
Proprietary Information of Buyer that has become obsolete or outdated
(e.g., financial projections, forecasts, et cetera); provided that
Supplier certifies to Buyer the destruction of such Proprietary
Information.
4. Patent License
Supplier, as part consideration for this Agreement and without further
cost to Buyer, hereby grants to Buyer an irrevocable, non-exclusive,
paid-up world-wide right and license to make, have made, use, and sell
any inventions derivative works, improvements, enhancements, or
intellectual property (the "Inventions"') made by or for Supplier in
the performance of this Agreement. Supplier shall cause any employee,
consultant, contractor or other persons who provides work for hire to
Supplier to assign to Supplier for licensing as above of any such
inventions. In addition, Buyer shall be entitled to license Buyer's
customers to use such inventions during the operation of Buyer's
products.
5. Press Releases/Public Disclosure Not Authorized
Supplier will not, without the prior written approval of Buyer, issue
any press releases, advertising, publicity, public statements or in any
way engage in any other form of public disclosure that indicates the
terms of this Agreement, Buyer's relationship with Supplier or implies
any endorsement by Buyer of Supplier or Supplier's products or
services. Supplier further agrees not to use, without the prior written
consent of Buyer, the name or trademarks (including, but not limited to
Buyer's corporate symbol). Any requests under this Section must be made
in writing and submitted to the parties designated by Buyer for the
review and authorization of such matters.
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
6. [**]
Supplier does not presently sell or offer any Item that is similar in
form, fit or function to any Item to any third party for prices and
terms and conditions of sale (including, without limitation,
warranties, services or other benefits) (collectively, "Benefits") [**]
to Buyer in this Agreement. If during the term of this Agreement,[**]
for any Item than those available to Buyer under this Agreement (a
"Third Party Arrangement"), Supplier will notify Buyer [**], Supplier
will notify Buyer [**] and this Agreement will be deemed [**]. However,
Buyer, at its option, may [**]. If any [**], Supplier will [**] that
Buyer [**] from the effective date [**] shall be [**] of the effective
date [**]. In no event shall Supplier quote prices to Buyer that would
be unlawfully discriminatory under any applicable law.
7. Duty Drawback
Supplier will provide Buyer with U.S. Customs entry data, including
information and receipts for duties paid directly or indirectly on all
Items that are either imported or contain imported parts or components,
that Buyer determines is necessary for Buyer to qualify for duty
drawback ("Duty Drawback Information"). This data will be provided to
Buyer within fifteen (15) days after each calendar quarter (or fiscal
year quarter of Buyer, and be accompanied by a completed Certificate of
Delivery of Imported Merchandise or Certificate of Manufacture and
Delivery of Imported Merchandise (Customs Form 331) as promulgated
pursuant to 19 CFR 191.
8. ODC Elimination
In the event Supplier's goods are manufactured with or contain Class I
ODCs as defined under Section 602 of the Federal Clean Air Act (42 USE
Section 7671 a) and implementing regulations, or if Supplier suspects
that such a condition exists, Supplier shall notify Buyer prior to
performing any work against this Agreement. Buyer reserves the right
to: (a) terminate all Agreements for such goods without penalties, (b)
to return any and all goods delivered which are found to contain or
have been manufactured with Class I ODCs, or (c) to terminate any
outstanding Agreements for such goods without penalties. Supplier shall
reimburse Buyer all monies paid to Supplier and all additional costs
incurred by Buyer in purchasing and returning such goods.
9. Compliance With Laws
Supplier warrants that no law, rule, or ordinance of the United States,
a state, any other governmental agency, or that of any country has been
violated in supplying the goods or services ordered herein.
10. Equal Employment Opportunity
Supplier represents and warrants that it is in compliance with
Executive Agreement 11246, any amending or supplementing Executive
Agreements, and implementing regulations unless exempted.
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11. Applicable Law, Consent to Jurisdiction, Venue
This Agreement shall be governed by, be subject to, and be construed in
accordance with the internal laws of the State of California, excluding
conflicts of law rules. The parties agree that any suit arising out of
this Agreement, for any claim or cause of action, whether in contract,
in tort, statutory, at law or in equity, shall exclusively be brought
in the United States District Court for the Northern District of
California or in the Superior or Municipal Courts of Santa Xxxxx
County, California, or in the United States District Court for the
Western District of Texas, Austin Division, or the Texas State District
Courts of Xxxxxx County, Texas, provided that such court has
jurisdiction over the subject matter of the action. Each party agrees
that each of the named courts shall have personal jurisdiction over it
and consents to such jurisdiction. Supplier further agrees that venue
of any suit arising out of this Agreement is proper and appropriate in
any of the courts identified above; Supplier consents to such venue
therein as Buyer selects and to any transfer of venue that Buyer may
seek to any of such courts, without respect to the initial forum.
With respect to transactions to which the 1980 United Nations
Convention of Contracts for the International Sale of Goods would
otherwise apply, the rights and obligations of the parties under the
Agreement, including these terms and conditions, shall not be governed
by the provisions of the 1980 United Nations Convention of Contracts
for the International Sale of Goods; instead' applicable laws of the
State of California, including the Uniform Commercial Code as adopted
therein (but exclusive of such 1980 United Nations Convention) shall
govern.
12. Notice of Labor Disputes
Whenever an actual or potential labor dispute, or any government
embargoes, regulatory or tribunal proceedings relating thereto is
delaying or threatens to delay the timely performance of this
Agreement, Supplier will immediately notify Buyer of such dispute and
furnish all relevant details regardless of whether said dispute arose
directly, or indirectly, as a result of an actual or potential dispute
within the Supplier's subtier supply base or its own operations.
13. Taxes
Unless otherwise specified, the agreed prices include all applicable
federal, state, and local taxes. All such taxes shall be stated
separately on Supplier's invoice.
14. Responsibility for Goods; Risk of Loss
Notwithstanding any prior inspections, Supplier shall bear all risks of
loss, damage, or destruction to the Items called for hereunder until
final acceptance by Buyer at Buyer's facility(s) delivery destination
specified in the Agreement, which risk of loss shall not be altered by
statement of any at F.O.B. point here. These Supplier responsibilities
remain with respect to any Items rejected by Buyer provided, however,
that in either case, Buyer shall be responsible for any loss occasioned
by the gross negligence of its employees acting within the scope of
their employment. Items are not accepted by reason of any preliminary
inspection or test, at any location.
15. Insurance
A. Supplier shall maintain (i) comprehensive general liability
insurance covering bodily injury, property damage, contractual
liability, products liability and completed operations, (ii)
Workers Compensation and employer's liability insurance, and
(iii) auto
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26
insurance, in such amounts as are necessary to insure against
the risks to Supplier's operations.
B. Minimally, Supplier will obtain and keep in force, insurance
of the types and in the amounts set forth below:
Insurance Minimum Limits of Liability
--------- ---------------------------
Worker's Compensation Statutory
Employer's Liability $1,000,000
Automobile Liability $1,000,000 per occurrence
Comprehensive General Liability $1,000,000 per occurrence
(including Products Liability)
Umbrella/Excess Liability $1,000,000 per occurrence
All policies must be primary and non-contributing, and shall include
Buyer as an additional insured. Supplier also waives all rights of
subrogation. Supplier will also require and verify that each of its
subcontractors carry at least the same insurance coverage and minimum
limits or insurance as Supplier carries under this Agreement. Supplier
shall notify Buyer at least thirty (30) days prior to the cancellation
of or implementation of any material change in the foregoing policy
coverage that would affect the Buyer's interests. Upon request,
Supplier shall furnish to Buyer as evidence of insurance a certificate
of insurance stating that the coverage would not be canceled or
materially altered without thirty (30) days prior notice to the Buyer.
16. Change of Control
Supplier will notify Buyer immediately of any change of control or
change (including any change in person or persons with power to direct
or cause the direction of management or policies of Seller) or any
change (35% or more) in the ownership of Supplier, or of any materially
adverse change in Supplier's financial condition or in the operation of
Supplier's business, including, but not limited to, Supplier's net
worth, assets, production capacity, properties, obligations or
liabilities (fixed or contingent) (collectively, a "change of
control").
17. Assignments
A. No right or obligation under this Agreement shall be assigned
by Supplier without the prior written consent of Buyer, and
any purported assignment without such consent shall be void.
B. Buyer may assign this Agreement in whole or part at any time
if such assignment is considered necessary by Buyer in
connection with a sale of Buyer's assets, or a transfer of any
of its contracts or obligations under such contracts, or a
transfer to a third party of manufacturing activities
previously conducted by Buyer.
18. Gratuities
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27
Supplier warrants that it has not offered or given and will not offer
or give any gratuity to induce this or any other agreement. Upon
Buyer's written request, an officer of Supplier shall certify in
writing that Supplier has complied with and continues to comply with
this Section. Any breach of this warranty shall be a material breach of
each and every agreement and contract between Buyer and Supplier.
19. Insolvency
The insolvency of Supplier, the filing of a voluntary or involuntary
petition for relief by or against Supplier under any bankruptcy,
insolvency or like law, or the making of an assignment for the benefit
of creditors, by Supplier, shall be a material breach hereof and
default.
20. Waiver
In the event Buyer fails to insist on performance of any of the terms
and conditions, or fails to exercise any of its rights or privileges
hereunder, such failure shall not constitute a waiver of such terms,
conditions, rights or privileges.
21. Disclaimer and Limitation of Liability
In no event shall Buyer be liable for any special, indirect,
incidental, consequential, or contingent damages (the foregoing being
collectively called "Damages"), whether or not Buyer has been advised
of the possibility of such damages, for any reason. Buyer excludes and
Supplier waives any liability of Buyer for any "Damages", as so
defined.
22. Indemnity by Supplier
Supplier shall defend, indemnify and hold harmless Buyer from and
against, and shall solely and exclusively bear and pay, any and all
claims, suits, losses, penalties, damages (whether actual, punitive,
consequential or otherwise) and all liabilities and the associated
costs and expenses (including attorney's fees, expert's fees, and costs
of investigation (all of the foregoing being collectively called
"Indemnified Liabilities"), caused in whole or in part by Supplier's
breach of any term or provision of this Agreement, or in whole or in
any part by any negligent, grossly negligent or intentional acts,
errors or omissions by Supplier, its employees, officers, agents or
representatives in the performance of this Agreement or that are for,
that are in the nature of, or that arise under, strict liability or
products liability with respect to or in connection with the Items. The
indemnity by Supplier in favor of Buyer shall extend to Buyer, its
officers, directors, agents, and representatives and shall include and
is intended to include Indemnified Liabilities which arise from or are
caused by, in whole or in part, the concurrent negligence, including
negligence or gross negligence of Supplier but shall not extend to
Indemnified Liabilities to the extent such are caused by the negligence
or willful misconduct of Buyer. Supplier assumes no liability under
this warranty for system failures, personal injury or property damage
resulting from improper operation, improper maintenance, abuse or
modifications from the original product specifications or configuration
on the part of Buyer, it's customers, agents and other third parties.
23. Force Majeure
A failure by either party to perform due to causes beyond the control
and without the fault or negligence of the party is deemed excusable
during the period in which the cause of the failure persists. Such
causes may include, but not be limited to, acts of God or the public
-6-
28
enemy, acts of the Government in either sovereign or contractual
capacity, fires, floods, epidemics, strikes, freight embargoes and
unusually severe weather. If the failure to perform is caused by the
default of a subcontractor, and such default arises out of causes
beyond the control of both the Supplier and subcontractor, and without
the fault or negligence of either of them, the Supplier will not be
liable for any excess cost for failure to perform, unless the supplies
or services to be furnished by the subcontractor were obtainable from
other sources in sufficient time to permit the Supplier to meet the
required delivery releases. When Supplier becomes aware of any
potential force majeure condition as described in this Agreement,
Supplier shall immediately notify Buyer of the condition and provide
relevant details.
24. Changes
Buyer may at anytime, by a written order and without notice to sureties
or assignees, suspend performance hereunder, increase or decrease the
Agreement quantities, or make changes within the general scope of this
Agreement in any one or more of the following:
(a) applicable drawings, designs, or specification;
(b) method of shipment or packing, and/or;
(c) place and date of delivery;
(d) place and date of inspection or acceptance.
If any such change causes an increase or decrease in the cost of or
time required for performance of the Agreement, an equitable adjustment
shall be made in the Agreement price or delivery schedule, or both, and
the Agreement shall be modified in writing accordingly. No claim by
Supplier for adjustment hereunder shall be valid unless asserted within
thirty (30) days from the date of receipt by Supplier of the
notification of change, provided, however, that such period may be
extended upon the written approval of Buyer. However, nothing in this
clause shall excuse Supplier from proceeding with the Agreement as
changed or amended.
25. Termination for Default
(a) Buyer may, by notice, terminate this Agreement in whole or in
part (i) if Supplier fails to deliver goods or services on
agreed delivery schedules or any installments thereof strictly
within the time specified; (ii) if Supplier fails to replace
or correct defective goods or services; (iii) if Supplier
fails to comply strictly with any provision of, or repudiates
this agreement, or (iv) Supplier defaults under, or any event
or condition stated to be a default occurs under, any
provision of the Agreement, including these Applied Materials
Standard Terms and Conditions of Purchase.
(b) In the event of termination pursuant to this Section:
(i) Supplier shall continue to supply any portion of the
Items contracted for under this Agreement that are
not terminated;
(ii) Supplier shall be liable for additional costs, if
any, for the purchase of such similar goods and
services to cover such default;
(iii) At Buyer's request Supplier will transfer title and
deliver to Buyer (1) any completed goods, (2) any
partially completed goods and (3) all unique
-7-
29
materials. Prices for partially completed goods and
unique materials so accepted shall be negotiated.
However, such prices shall not exceed the Agreement
price per item.
(c) Buyer's rights and remedies herein or otherwise stated in this
Agreement, any Purchase Order, Comprehensive Supplier
Agreement or Basic Supplier Agreement are in addition to and
shall not limit or preclude resort to any other rights and
remedies provided by law or in equity. Termination under this
Agreement shall constitute "cancellation" under the Uniform
Commercial Code.
26. Termination for convenience
(a) Buyer may terminate, for convenience, work under this
Agreement in whole or in part, at any time by written or
electronic notice. Upon any such termination Supplier shall,
to the extent and at the time specified by Buyer, stop all
work on this Agreement, place no further orders hereunder,
terminate work outstanding hereunder, assign to Buyer all
Supplier's interests under terminated subcontracts and
Agreements, settle all claims thereunder after obtaining
Buyer's approval, protect all property in which Buyer has or
may acquire an interest, and transfer title and make delivery
to Buyer of all Items, materials, work in process, or other
things held or acquired by Supplier in connection with the
terminated portion of this Agreement. Supplier shall proceed
promptly to comply with Buyer's directions respecting each of
the foregoing without awaiting settlement or payment of its
termination claim.
(b) Within six (6) months from such termination, Supplier may
submit to Buyer its written claim for termination charges, in
the form and with supporting data and detail prescribed by
Buyer. Failure to submit such claim within the prescribed time
frame and with such items shall constitute a waiver of all
claims and a release of all Buyer's liability arising out of
such termination.
(c) The parties may agree upon the amount to be paid Supplier for
such termination. If they fail to agree, Buyer shall pay
Supplier the amount due for Items delivered prior to
termination and in addition thereto but without duplication,
shall pay the following amounts:
(i) The contract price for all Items completed in
accordance with this Agreement and not previously
paid for;
(ii) The actual costs for work in process incurred by
Supplier which are properly allocable or
apportionable under Generally Accepted Accounting
Principles (GAAP) to the terminated portion of this
Agreement and a sum constituting a fair and
reasonable profit on such costs. The Supplier agrees
to keep true, complete, and accurate records in
compliance with GAAP for the purpose of determining
allocability of Suppliers costs under this agreement.
Such records shall contain sufficient detail to
permit a determination of the accuracy of the costs;
Independent nationally recognized accountants (the
"Auditor") designated by Buyer and reasonably
acceptable to Supplier shall have the right, at
Buyer's expense and upon reasonable notice, to
conduct audits of all of the relevant books and
records of Supplier in order to determine the
accuracy and allocability of costs submitted by
Supplier to Buyer under this provision.
-8-
30
(iii) The reasonable costs of Supplier in making settlement
hereunder and in protecting Items to which Buyer has
or may acquire an interest.
(d) Payments made under subparagraphs (c)(i) and (c)(ii) shall not
exceed the aggregate price specified in this Agreement, less
payment otherwise made or to be made. Buyer shall have no
obligation to pay for Items lost, damaged, stolen or destroyed
prior to delivery to Buyer.
(e) The foregoing paragraphs (a) to (d) inclusive, shall be
applicable only to a termination for Buyer's convenience and
shall not affect or impair any right of Buyer to terminate
this Agreement for Supplier's default in the performance
hereof.
-9-
31
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 1A
FIXED PRICING
PART NO PART DESCRIPTION UNIT PRICE
------- ---------------- ----------
0010-00744 HE PRESSURE CONTROL (20SCCM) ASSY $ [**]
0010-13150 ASSY, IHC CAMBER D $ SHC (20SCCM) $ [**]
0010-13152 ASSY, IHC CHAMBERD D & SHC (50 SCCM) $ [**]
0010-35404 IHC ASSY, 5200 MCVD CENTURA $ [**]
0010-35650 ASSY, INDEPENDENT HELIUM CONTROL $ [**]
0010-40240 IHC ASSY,5300 W/RSTR $ [**]
0010-76952 ASSY, IHC CHAMBER A, B, AND C, (50 SCCM) $ [**]
0190-18037 ASSEMBLY, DUAL IHC $ [**]
0224-01921 XDCR, MKS, 0-100 PSI 1/4FVCR 12-32VDC 15P-D 5RA $ [**]
0224-42759 XDUCER, PRESSUER -MKS 850 5RA G223 $ [**]
0225-10104 1 TORR VCR MONOMETER $ [**]
0225-10105 100 TR VCR MONOMETER $ [**]
0225-33295 XDCR, PRESS 0-10TORR, 1/2 VCR $ [**]
0226-09052 45D BARATRON W/VCR FTG, 10 TORR 10948-1 $ [**]
0226-10754 EXDCR PRESSURE 0-10TORR, 1/2 VCR 0222- $ [**]
0226-40111 TRANSDUCER,THRU TUBE,MKS TYPE 852,F-F,BENDIX $ [**]
0226-41024 CABLE METER XDCR 0-100PSI 15PIN-D 27IN.L $ [**]
0226-41187 XDCR PRESS 0-100 PSIG 1/4 VCR F/F 13-32VDC 10RA $ [**]
0226-41188 METER XDCR 3-1/2 LCD 0-100 PSIG 13-32VDC 15 PIN-D $ [**]
00-00000-00 CABLE SHLD W/RT ANG CON $ [**]
----------
-1-
32
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 1A
FIXED PRICING
PART NO PART DESCRIPTION UNIT PRICE
------- ---------------- ----------
0620-01022 CABLE ASSY 12 COND 22AWG SHIELDED MUTLI-COLOR $ [**]
0620-02563 CABLE ASSY SENSOR HEAD - BARATRON $ [**]
0690-01954 BRKT SENSOR HEAD MTG $ [**]
1040-01092 METER XDCR 3-1/2LCD 0-60PSI 12-32VCD 15PIN-D $ [**]
1350-01005 XDCR PRESS 1TORR 8VCO-F +/-15VDC @ 250MA 45C $ [**]
1350-01011 XDCR PRESS 0-10 TORR VCO D CONNECTOR $ [**]
1350-01016 XDCR PRESS 10TORR 8VCO-F +/-15VDC @ 250 MA 45C $ [**]
1350-01019 XDCR PRESS 0-10TORR 8 VCR WIRE STRIP CONN SP $ [**]
1350-01021 XDCR PRESS 100MTORR 8VCR-F +/-15VDC @ 250MA 45C $ [**]
1350-01025 XDCR PRESS 000XXXX 0XXX-X x/-00XXX @ 250MA 45C $ [**]
1350-01035 XDCR PRESS 0-000 XXXX XXX X CONN $ [**]
1350-01036 XDCR PRESS 0-0 XXXX XXX X CONNECTOR $ [**]
1350-01045 XDCR PRESS 10TORR 8VCR-F +/-15VDC @ 250MA 45C $ [**]
1350-01051 XDCR PRESS BARATRON, HEATED 10 TORR $ [**]
1350-01052 XDCR PRESS BARATRON, HEATED 100 TORR $ [**]
1350-01055 XDCR PRESS 10 TORR CAJON 8 VCR FEMALE FTG .12% $ [**]
1350-01072 XDCR PRESS 0000XXXX 0XXX-X +/-15VDC @ 250MA 45C $ [**]
----------
-2-
33
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 1A
FIXED PRICING
PART NO PART DESCRIPTION UNIT PRICE
------- ---------------- ----------
1350-01075 XDCR PRESS 0-100TORR SHRT 0XXXX XXXX-XXXXX +/-15V $ [**]
1350-01078 XDCR PRESS 0-250PSIA 1/4VCR-M/M 0-10VDC 6'PIGTAIL $ [**]
1350-01079 XDCR PRESS 2TORR 8VCR-F +/-15VDC @ 250MA 45DED-C $ [**]
1350-01083 XDCRPRESS 0-60PSIA 1/4VCR-M 00-00XXX 00XXXX 00XX $ [**]
1350-01086 XDCR PRESS 0-1000TORR 1/4VCR-M 12-32VDC 50C 10RA $ [**]
1350-01089 XDCR PRESS 100MTORR 1/8FVCR .25%ACC 100C 15-PDSUB $ [**]
1350-01092 XDCR PRESS 1TORR 1/2FVCR .12%ACC 45DEG-C 15P-DSUB $ [**]
1350-01098 XDCR PRESS 1TOR 1/2FVCR .25%ACC 100C 150-DSUB $ [**]
1350-01101 XDCR PRESS 2-100TORR 1/2VCR-F .5%ACC +/-15VDC $ [**]
1350-01102 XDCR PRESS 00XXXX 0XXXX XXXXX +/-15VDC@35MA .93"L $ [**]
1350-01121 XDCR PRESS 0-20TORR 45C 15VDC 15P X-XXXX 1/2"VCO $ [**]
1350-01143 XDCR PRESS 1TORR RF FLTR 0XXXX x/-00XXX@000XX 45C $ [**]
1400-01217 SNSR HEAD 1 TORR 1/4VCR W/ THERMAL BLANKER $ [**]
3030-01050 MFC 1159 50SCCM HE 1/4VCR VITON N/C 15P-DSUB SST $ [**]
----------
-3-
34
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 1A
FIXED PRICING
PART NO PART DESCRIPTION UNIT PRICE
------- ---------------- ----------
3030-01172 MFC 1159 20SCCM HE 1/4VCR VITON N/C 9P-DSUB SST $ [**]
3870-01463 VALVE EXHAUST THROTTLE 1 3/8IDXKF40 W/KEMREZ ORING $ [**]
3870-02311 VALVE BUTTERFLY THROTTLE W/KF 40 FLANGE $ [**]
----------
-4-
35
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 0X
XXXXXX XXXXXXXX
XXXXXX PARTDESC UNITPRICE
------ -------- ---------
0010-00744 HE PRESSURE CONTROL (20SCCM) ASSY $ [**]
0010-13150 ASSY, IHC CHAMBER D $ SHC (20SCCM) $ [**]
0010-13152 ASSY, IHC CHAMBER D & SHC (50SCCM) $ [**]
0010-35404 IHC ASSY,5200 MCVD CENTURA $ [**]
0010-35650 ASSY,INDEPENDENT HELIUM CONTROL $ [**]
0010-37643 ASSY,INDEPENDENT HELIUM CONTROL,DPS WOUT/FILTER $ [**]
0010-40240 ICH ASSY,5300 W/RSTR $ [**]
0010-76952 ASSY, IHC XXXXXXX X,X, AND C, (50 SCCM) $ [**]
0190-18037 ASSEMBLY, DUAL IHC $ [**]
0620-02211 CABLE ASSY TRANSDUCER 27"LG 15P-D CONN $ [**]
1040-01093 METER XDCR 3.1/2 LCD 0-100 PSI 13032VDC 15PIN-D $ [**]
1350-01012 XDCR PRESS 0-100 TORR VCO D CONNECTION $ [**]
1350-01025 XDCR PRESS 000XXXX 0XXX-X x/-00XXX @ 250MA 45C $ [**]
1350-01026 XDCR PRESS 1TORR 8VCR-F +/-15VDC @ 250MA 45C $ [**]
1350-01027 XDCR PRESS 0-0000 XXXX X/XXX #0 VCO D CONN $ [**]
1350-01028 XDCR PRESS 2-1000 TORR CAJON 8 VCR FEM FTG $ [**]
1350-01039 XDCR 0-00 XXXX XXX XXXX 0/0 XXX X-XXXX $ [**]
1350-01045 XDCR PRESS 10TORR 8VCR-F +/-15VDC @ 250MA 45C $ [**]
1350-01067 XDCR PRESS 100MTORR 45C 15VDC 8VCR FEM FTG VERTCL $ [**]
---------
-5-
36
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 0X
XXXXXX XXXXXXXX
XXXXXX PARTDESC UNITPRICE
------ -------- ---------
1350-01091 XDCR PRESS 100TORR 1/2FVCR .12%ACC 45C 15P-DSUB $ [**]
1350-01110 XDCR PRESSURE 000XXXX 0/0XXXX 00X-XXXX X/XXXXXXXX $ [**]
1350-01121 XDCR PRESS 0-20TORR 00X 00XXX 00X X-XXXX 0/0" VCO $ [**]
1350-01124 XDCR PRESS SPEC XXXXXXXX 00/000XXXXX 0/0XXXX 1%AC $ [**]
1350-01133 XDCR PRESS 0-100PSI 1/4VCR F/F 15P D 13-32VDC 10RA $ [**]
1350-01138 XDCR PRESS 0-00XXXX 0/0XXX XXXXXX 0XXX XXXXXX $ [**]
1350-01141 XDCR PRESS 0-100TORR 0-10VDC OUT 1/4VCR 1% 9PD $ [**]
1350-01143 XDCR PRESS 1TORR RF FLTR 0XXXX x/-00XXX@000XX 45C $ [**]
1350-01212 XDCR PRESS 1TORR 1/2FVCR .12%ACC 45C HORIZ 15P-D $ [**]
3030-01113 MFC1159 50SCCM HE 1/4VCR VITON N/C 15P-DSUB SST $ [**]
3030-02284 MFC 1159 2SLM AR 1/4VCR VITON N/C 15P-DSUB SST $ [**]
3870-02373 VALVE EXH THROT 1-3/9ID X KF40 W/CHMRZ ORING 15P-D $ [**]
3920-01278 CNTRL PRESS 640 SER 10T 1/4VCR VITON CAJON MALE $ [**]
---------
-6-
37
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 0X
XXXXX XXXXX XXXXXXXX
XXXXXX PARTDESC UNITPRICE
------ -------- ---------
0010-37643 ASSY,INDEPENDENT HELIUM CONTROL,DPS WOUT/FILTER $ [**]
0620-02211 CABLE ASSY TRANSDUCER 27"LG 15P-D CONN $ [**]
0720-03620 CONN ADPTR 15P-D TO 9P-HEX 1FT CABLE $ [**]
1040-01012 METER SENSOR 0-10VDC 50/60HZMULTI-RANGE $ [**]
1040-01092 METER XDCR 3-1/2LCD 0-60PSI 12-32VDC 15PIN-D $ [**]
1040-01093 METER XDCR 3.1/2 LCD 0-100 PSI 13-32VDC 15PIN-D $ [**]
1270-01803 SW PRESS FLOWTHRU -25TORR GUAGE SP 1/4MVCR 9P-D $ [**]
1350-01012 XDCR PRESS 0-100 TORR VCO D CONNECTOR $ [**]
1350-01026 XDCR PRESS 1TORR 8VCR-F +/-15VDC @ 250MA 45C $ [**]
1350-01027 SDCR PRESS 0-1000 TORR W/FEM #8VCO D CONN $ [**]
1350-01028 XDCR PRESS 2-1000 TORR CAJON 8 VCR FEM FTG $ [**]
1350-01035 XDCR PRESS 0-000 XXXX XXX X CONN $ [**]
1350-01039 XDCR 0-00 XXXX XXX XXXX 0/0 XXX X-XXXXX $ [**]
1350-01054 XDCR PRESS 1000MMHG 0/0XXXX .00%XXX 00X X/XXX-XX $ [**]
1350-01055 XDCR PRESS 10 TORR CAJON 8 VCR FEMALE FTG .12% $ [**]
1350-01067 XDCR PRESS 100MTORR 45C 15VDC 8VCR FEM FTG VERTCL $ [**]
1350-01068 XDCR PRESS 1--,TPRR 45C 15VDC 9VCR FE, FTG HORIZT $ [**]
---------
-7-
38
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 0X
XXXXX XXXXX XXXXXXXX
XXXXXX PARTDESC UNITPRICE
------ -------- ---------
1350-01090 XDCR PRESS 10TORR 1/8FVCR .25%ACC 100C 15P-DSUB $ [**]
1350-01093 XDCR PRESS 1000TORR 1/4FVCR +/-12-32V 0-10VDC 9PD $ [**]
1350-01096 XDCR PRESS 10TORR 1/4VCR-F +/-14VDC 15P-D SET-PT $ [**]
1350-01097 XDCR PRESS 10-100TORR 1/4VCR-F +/-15VDC 15P-D $ [**]
1350-01103 XDCR PRESS 0-60PSIA 1/4VCR-F/F 15D 12-32VDC 10RA $ [**]
1350-01124 XDCR PRESS SPEC XXXXXXXX 00/000XXXXX 0/0XXXX 1%AC $ [**]
1350-01131 XDCRPRESS 1000 TORR 1/4VCR 1% 9PIN DSUB $ [**]
1350-01133 XDCR PRESS 0-100PSI 1/4VCR F/F 15P D 13032VDC 10RA $ [**]
1350-0113893 XDCR PRESS 0-00XXXX 0/0XXX XXXXXX 0XXX XXXXXX $ [**]
1350-01140 XDCR PRESS 10TORR 8VCR-F +/-15VDC @ 35MA 50C $ [**]
1350-01163 XDCR PRESS 00-000 XXXX 0/0XXX-X x/-00XXX $ [**]
3030-01113 MFC1159 50SCCM HE 1/4VCR VITON N/C 15P-DSUB SST $ [**]
3030-01172 MFC 1159 20SCCM HE 1/4VCR VITON N/C 9P-DSUB SST $ [**]
3870-01470 VALVE THROTTLE TVC 100MM SMART NW50 W/CNTRL HITEMP $ [**]
3870-01512 VALVE THROTTLE TVC 50MM SMART NW50 W/CNTRL HI-TEMP $ [**]
---------
-8-
39
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 0X
XXXXX XXXXX XXXXXXXX
XXXXXX PARTDESC UNITPRICE
------ -------- ---------
3870-01817 VALVE EXH THRTL NW160 8.9PDX5.879ID 2CTR-BORE-HOL $ [**]
3920-01278 CNTRL PRESS 640 SER 107 1/4VCR VITON CAJON MALE $ [**]
---------
-9-
40
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ATTACHMENT 1B
SERVICE AND REPAIR
-----------------------------------------------------------------------------------------------------
AMAT CAL REBUILD
PARTNO ITEM DESCRIPTION MKS PARTNO PRICE PRICE
-----------------------------------------------------------------------------------------------------
010-00744 HE PRESSURE CONTROL (20SCCM) ASSY 121002-G1 [**] [**]
010-13150 ASSY, IHC CHAMBER D $ SHC (20SCCM) 121002-G2 [**] [**]
011l0-13152 ASSY, IHC CHAMBER D & SHC (50 SCCM) 1210-02-G4 [**] [**]
010-35404 IHC ASSY, 5200 MCVD CENTURA 202407 [**] [**]
010-35650 ASSY, INDEPENDENT HELIUM CONTROL 202258 [**] [**]
010-37643 ASSY, INDEPENDENT HELIUM CONTROL, DPS WOUT/FILTER 120657-G2 [**] [**]
010-40240 IHC ASSY, 0000 X/XXXX 190094-G1 [**] [**]
010-76952 ASSY, IHC CHAMBER A, B, AND C 50 SCCM) 121002-G3 [**] [**]
190-18037 ASSEMBLY, DUAL IHC 202406 [**] [**]
224-01921 XDCR, MKS, 0-100 PSI 1/4FVCR 12-32VDC 15P-5RA 852B-13384 [**] [**]
224-42759 XDUCER, PRESSURE -MKS 850 5RA G223 850A-12951 [**] [**]
225-10104 0 XXXX XXX XXXXXXXXX 000X-00000X [**] [**]
225-10105 100 TR VCR MONOMETER 127A-00100B [**] [**]
225-33295 XDCR, PRESS 0-10TO44,1/2VCR 122BA-00010BB [**] [**]
226-09052 45D BARATRON W/VCR FTG, 10 TORR 10948-1 127BA-00010BB [**] [**]
226-10754 EXDCR PRESSURE 0-10TORR, 1/2VC 0222- 127A-11356 [**] [**]
226-40111 TRANSDUCER, THRU TUBE, MKS TYPE 852, F-F, BENDIX 852B61PCJ4GH [**] [**]
226-41024 CABLE METER XDCR O-100PSI 15PIN-D27IN.L CB852-5-2.5 [**] [**]
-1-
41
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
226-41187 XDCR PRESS 0-100 PSIG 1/4 VCR F/F 13-32VDC 10RA 842B12PCJ2GC [**] [**]
226-41188 METER XDCR 3-1/2 LCD 0-100 PSIG 13-32VDC 15 PIN-D LDM-A12PB2CC1 [**] [**]
0-00000-00 CABLE SHLD W/RT ANG CON CB036-11075 [**] [**]
620-01022 CABLE ASSY 12 COND 22AWG SHIELDED MULTI-COLOR CB036-11016 [**] [**]
620-02211 CABLE ASSY TRANSDUCER 27"LG 15P-D CONN CB852-5-2.5 [**] [**]
620-02563 CABLE ASSY SENSOR HEAD - BARATRON CB036-11016 [**] [**]
690-01954 BRKT SENSOR HEAD MTG [**] [**]
720-03620 CONN ADPTR 15P-D TO 9P-HEX 1FT CABLE CB6551-31-1 [**] [**]
040-01012 METER SENSOR 0-10VDC 50/60HZMULTI-RANGE 170M-6C [**] [**]
040-01092 METER XDCR 3-1/2CD 0-60PSI 12-32VDC 15PIN-D LDM-A61PA2CC1 [**] [**]
040-01093 METER XDCR 3.1/2 LCD 0-100 PSI 13-32VDC 15PIN-D LDM-A12PA2CC1 [**] [**]
270-01803 SW PRESS FLOWTHRU -00 XXXX XXXXX XX 0/0XXXX 0X-X 00X00XXX0XX000 [**] [**]
350-01005 XDCR PRESS 1TORR 8VCO-F +/-15VDC @ 250MA 45C 127A-00001E [**] [**]
350-01011 XDCR PRESS 0-00 XXXX XXX X XXXXXXXXX 000XX-00000XX [**] [**]
350-01012 XDCR PRESS 0-100 TORR VCO D CONNECTOR 122BA-0010EB [**] [**]
350-01016 XDCR PRESS 10TORR 8VCO-F +/-15VDC @ 250MA 45C 127AA-00010E [**] [**]
350-01019 XDCR PRESS 0-00 XXXX 0 XXX XXXX XXXXX XXXX XX 000X-000000 [**] [**]
350-01021 XDCR PRESS 100MTORR 8VCR-F +/-15VDC @ 250MA 45C 127AA-000.1B [**] [**]
350-01025 XDCR PRESS 000XXXX 0XXX-X x/-00XXX @ 250MA 45C 127A-00100B [**] [**]
-2-
42
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
350-01026 XDCR PRESS 1TORR 8VCR-F +/- 15VDC @ 250MA 45C 127A-00001B [**] [**]
350-01027 XDCR PRESS 0-0000 XXXX X/XXX #0 VCO D CONN 122BA-0100EB [**] [**]
350-01028 XDCR PRESS 0-0000 XXXX XXXXX 0 XXX XXX XXX 000XX000000XX [**] [**]
350-01035 XDCR PRESS 0-000 XXXX XXX X XXXX 000XX-00000XX [**] [**]
350-01036 XDCR PRESS 0-0 XXXX XXX X XXXXXXXXX 000XX-00000XX [**] [**]
350-01039 XDCR 0-00 XXXX XXX XXXX0/0XXX X-XXXX 122B-11411 [**] [**]
350-01045 XDCR PRESS 00XXXX 0XXX-X x/-00 XXX @ 250MA 45C 127A-00010B [**] [**]
350-01051 XDCR PRESS BARATRON, HEATED 10 TORR 621C11TBFHC [**] [**]
350-01052 XDCR PRESS BARATRON, HEATED 1000 TORR 621C13TBFH [**] [**]
350-01054 XDCR PRESS 1000MMHG 1/8FVCR.12%ACC 00X X/XXX-XX 000X00XXX [**] [**]
350-01055 XDCR 10 TORR CAJON 8 VCR FEMALE FTC.12% 627A11TBC [**] [**]
350-01067 XDCR PRESS 100MTORR 45C 15VDC 8VCR FEM FTG VERTCL 627A.1TBD [**] [**]
350-01068 XDCR PRESS 100MTORR 45C 15VDC 8VCR FEM FTG HORIZT 627A-11985 [**] [**]
350-01072 XDCR PRESS 000XXXXX 0XXX-X x/-00XXX @ 250MA 45C 127AA-0100B [**] [**]
350-01075 XDCR PRESS 0-100TORR SHRT 0XXXX XXXX-XXXXX +/-15V 122A-11064 [**] [**]
350-01078 XDCR PRESS 0-250PSIA 1/4VCR-M/M 0-10VDC 6"PIGTAIL [**] [**]
350-01079 XDCR PRESS 2TORR 8VCR-F +/-15VDC @ 250MA 45DED-C 127AA-00002B [**] [**]
350-01083 XDCR PRESS 0-60PSIA 1/4VCR-M 00-00XXX 00XXXX 00XX 000X00XXX0XX [**] [**]
350-01086 XDCR PRESS 0-1000TORR 0/0 XXX-X00-00XXX 00X 00XX 000XX00XXX0XX [**] [**]
-3-
43
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
350-01089 XDCR PRESS 100MTORR 1/8FVCR .25%ACC 100C 15P-DSUB 628A.1TBE [**] [**]
350-01090 XDCR PRESS 10TORR 1/8FVCR .25%ACC 100C 15P-DSUB 628A12TBC [**] [**]
350-01091 XDCR PRESS 100TORR 1/2FVCR .12%ACC 45C 15P-DSUB 627A12TBC [**] [**]
350-01092 XDCR PRESS 1TORR 1/2FVCR .12%ACC 45DEG-C 15P-DSUB 627A01TBC [**] [**]
350-01093 XDCR PRESS 1000TORR 1/4FVCR +/-12-32V 0-10VDC 9PD 751A-12772 [**] [**]
350-01096 XDCR PRESS 10TORR 0/0XXX-X x/-00XXX 00X-X XXX-XX X000X00XXX0XX [**] [**]
350-01097 XDCR PRESS 10-100TORR 1/RVCR-F +/-15VDC 15P-D CV7527A-01 [**] [**]
350-01098 XDCR PRESS 1TOR 1/2FVCR .25%ACC 100C 15P-DSUB 628A01TBE [**] [**]
350-01101 XDCR PRESS 2-100TORR 1/2VCR-F .5%ACC +/-15VDC 124AA-00100BB [**] [**]
350-01102 XDCR PRESS 00XXXX 0XXXX XXXXX +/-15VDC@35MA .93"L 122B-12773 [**] [**]
350-01103 XDCR PRESS 0-60PSIA 1/4VCR-F/F 15D 12-32VDC 15RA 852B61PCJ2GC [**] [**]
350-01110 XDCR PRESSURE 000XXXX 0/0XXXX 00X-XXXX X/XXXXXXX 000X-00000 [**] [**]
350-01121 XDCR PRESS 0-20TORR 00X 00XXX 00X X-XXXX 0/0"XXX 000X-00000 [**] [**]
350-01124 XDCR PRESS SPEC CALIBRTN 10/100MTORR 1/8FVCR 1%AC 628A-13114 [**] [**]
350-01131 XDCRPRESS 1000 TORR 1/4VCR 1% SPIN DSUB 750B13TCD2GA [**] [**]
350-01133 XDCR PRESS 0-100PSI 1/4VCR F/F 15P D 13-32VDC 10RA 852B12TCJ2GC [**] [**]
350-01138 XDCR PRESS 0-00XXXX 0/0XXX XXXXXX 0XXX XXXXXX 000X-00000 [**] [**]
350-01140 XDCR PRESS 10TORR 8VCR-F +/-15VDC @ 35MA 50C 626A11TBE [**] [**]
-4-
44
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
350-01141 XDCR PRESS 0-100TORR 0-10VDC OUT 1/4VCR 1% 9PD 750B12TCD2GA [**] [**]
350-01143 XDCR PRESS 1TORR RF FLTR 8FVCR +/-15VDC@250MA 45C 127A-13608 [**] [**]
350-01163 XDCR PRESS 00-000 XXXX 0/0XXX-X x/-00XXX XX0000X-00 [**] [**]
350-01212 XDCR PRESS 1TORR 1/2FVCR .125ACC 45C HORIZ 15P-D 627A-14974 [**] [**]
400-01217 XXXX XXXX 0 XXXX 0/0XXX X/XXXXXXX BLANKER [**] [**]
3030-01050 MFC 1159 50SCMM HE 1/4VCR VITON N/C 15P-DSUB SST 1159B-00059SV-S [**] [**]
3030-01113 MFC1159 50SCCM HE 1/4VCR VITON N/C 15[-DSUB SST 1159B-00050RV-sp [**] [**]
3030-01172 MFC 1159 20SCCM HE 1/4VCR VITON N/C 9[-DSUB SST 1159B-00020RV-S [**] [**]
3030-02284 MFC 1159 2SLM AR 1/4VCR VITON N/C 15P-DSUB SST 1159B-02000RV-S [**] [**]
3870-01463 VALVE EXHAUST THROTTLE 1 3/8DXKF40 W/KEMREZ ORING 253B-11203 [**] [**]
3870-01470 VALVE THROTTLE TVC 100MM SMART NW50 W/CINTRL HITEM 153C-1-100-2 [**] [**]
3870-01512 VALVE THROTTLE TVC 50MM SMART NW50 W/CNTRL HI-TEM 153C-2-50--2 [**] [**]
3870-01817 VALVE EXH THRTL NW160 8.9ODX5.87691D 2CTR-BORE-HOL 653B-13071 [**] [**]
3870-02311 VALVE BUTTERFLY THROTTLE W/KF 40 FLANGE 253B-02311 [**] [**]
3870-02373 VALVE EXH THROT 1-3/81D X KF40 W/CHMRZ ORIGN 15P-D 253B-11203 [**] [**]
3920-01278 CNTRL PRESS 640 SER 10T 1/4VCR VITON CAJON MALE 640A12TW1V12-S [**] [**]
-5-
45
ATTACHMENT 2
APPLIED MATERIALS, Inc.
CORPORATE FISCAL CALENDAR
M T W T F S S M T W T F S S
-------------------------------------- --------------------------------------
WK 0XX XXXXXXX 0XX XXXXXXX XX
NOVEMBER MAY
1 27 28 29 30 31 1 2 27 28 29 30 1 2 3 27
2 3 4 5 6 7 8 9 4 5 6 7 8 9 10 28
3 10 11 12 13 14 15 16 11 12 13 14 15 16 17 29
4 17 18 19 20 21 22 23 18 19 20 21 22 23 24 30
5 24 25 26 [27] [28] 29 30
DECEMBER JUNE
6 1 2 3 4 5 6 7 [25] 26 27 28 29 30 31 31
7 8 9 10 11 12 13 14 1 2 3 4 5 6 7 32
8 15 16 17 18 19 20 21 8 9 10 11 12 13 14 33
9 22 23 24 [25] /26/ 27 28 15 16 17 18 19 20 21 34
JANUARY JULY
10 /29/ /30/ /31/ [1] /2/ 3 4 22 23 24 25 26 27 28 35
11 5 6 7 8 9 10 11 29 30 1 2 [3] 4 5 36
12 12 13 14 15 16 17 18 6 7 8 9 10 11 12 37
13 19 20 21 22 23 24 25 13 14 15 16 17 18 19 38
20 21 22 23 24 25 26 39
-------------------------------------- --------------------------------------
2ND QUARTER 4TH QUARTER
FEBRUARY AUGUST
14 26 27 28 29 30 31 1 27 28 29 30 31 1 2 40
15 2 3 4 5 6 7 8 3 4 5 6 7 8 9 41
16 9 10 11 12 13 14 15 10 11 12 13 14 15 16 42
17 [16] 17 18 19 20 21 22 17 18 19 20 21 22 23 43
MARCH SEPTEMBER
18 23 24 25 26 27 28 1 24 25 26 27 28 29 30 44
19 2 3 4 5 6 7 8 31 1 2 3 4 5 6 45
20 9 10 11 12 13 14 15 [7] 8 9 10 11 12 13 46
21 16 17 18 19 20 21 22 14 15 16 17 18 19 20 47
APRIL OCTOBER
22 23 24 25 26 27 28 29 21 22 23 24 25 26 27 48
23 30 31 1 2 3 4 5 28 29 30 1 2 3 4 49
24 6 7 8 9 10 11 12 5 6 7 8 9 10 11 50
25 13 14 15 16 17 18 19 12 13 14 15 16 17 18 51
26 20 21 22 23 24 25 26 19 20 21 22 23 24 25 52
-------------------------------------- --------------------------------------
[ ] = HOLIDAYS / / = SHUTDOWN | | = HOLIDAYS
(US ONLY) (US ONLY) (AMJ ONLY)
APPLIED MATERIALS CONFIDENTIAL
46
ATTACHMENT 3
DELIVERY MECHANICS
TYPE 1 PURCHASE ORDER (P.O) RELEASE
Releases against this Agreement will be made by issuing purchase
orders. Delivery dates shall refer to dates of receipt at Buyer's
facility. Seller will not deliver items more than five (5) calendar
days in advance of Buyer's required delivery dates without prior
approval.
TYPE 5 JUST-IN-TIME/BUS ROUTE MECHANICS
A. This Agreement authorizes Seller to create and maintain inventory,
subject to the terms of this Agreement, for the Bus Route Program in
accordance to and subject to Article 5 of the Master Purchase Order and
Sales Agreement. Items to be included in the Bus Route Program are
found in Attachment 1 of the Master Purchase Order and Sales Agreement.
B. Buyer will notify Seller of requirements via facsimile or EDI
transmission. (Requirements may be released twice a day, seven days
week, no later than 6:00 a.m. and 3:00 p.m.).
C. Seller will attach all "pick cards" to the requested material prior to
shipment for easy identification by Buyer.
D. Seller shall have all items ready for pick up by Buyer's truck within
three hours of receipt of requirements. Or. Seller can deliver parts to
Buyer by 9:00 a.m. for morning requirements and 6:00 p.m. for afternoon
requirements.
E. If the "pick card" requirement cannot be filled, Seller shall return to
Buyer the pick card indicating a back order.
F. For back ordered items Seller will receive a new "pick card" the
following day which will have "Back Order" written on it. The Seller
should attach the material to this "pick card" with a red dot which
identifies the item as a filled back order to the Buyer.
G. Seller will be paid based on Buyer's CMR Transaction Summary, and in
accordance with the following, depending on Buyer's Bus Route location:
For Austin, Texas Bus Route:
THE END DATE OF EACH TRANSACTION WEEK WILL BE USED AS THE
INVOICE NUMBER FOR PAYMENT OF AUSTIN BUS ROUTE INVOICES, I.E.
FRIDAY, APRIL 1, 1995 WOULD BE INVOICE #040195A.
For Santa Clara, California Bus Route:
THE PRINT DATE OF THE CMR TRANSACTION SUMMARY DOCUMENT WILL BE
USED AS THE INVOICE NUMBER FOR PAYMENT OF SANTA XXXXX BUS
ROUTE INVOICES, I.E. FRIDAY, APRIL 1, 1995 WOULD BE INVOICE
#040195A.
H. Seller will maintain records of all Items shipped to Buyer to verify
against Buyer's weekly accumulated usage report which will be faxed to
Seller each Monday morning.
I. Buyer will make changes (quantity/price) to the transaction summary of
discrepancies that occur and are validated. These changes/adjustments
will be reflected on the transaction summary the following week for
payment.
1. If discrepancies in pricing or quantity are found,
SELLER will modify the report accordingly, and fax
the corrected copy to BUYER/PLANNER.
2. If no discrepancies are found, no further action is
required by SELLER, and payment will be made
accordingly.
J. Buyer shall make payment to Seller in accordance with the terms
established in this agreement.
47
ATTACHMENT 4
SUPPLIER RATING SYSTEM
PPM CALCULATIONS
WHAT THE HECK IS PPM?
The number of parts rejected or delinquent out of every million parts produced.
QUALITY
No. of parts rejected 15
(incoming & floor)
Divided by
No. of parts received 147
---
x 1,000,000 0.1020408 x 1,000,000 = 102,041 PPM
DELIVERY
No. of parts rec. late 44
(1 or more days)
Divided by
No. of parts received 147
---
x 1,000,000 0.2993197 x 1,000,000 = 299,320 PPM
SUPPLIER RATING INDEX (SRI)
Quality rating + Delivery rating
Based on 50% Quality & 50% Delivery
A number derived to establish a multiplier to use when determining the true
"TOTAL COST" of a part.
SUPPLIER A SUPPLIER B
$10.000 Quoted Price $12.00 Quoted Price
x 1.452 Unsatisfactory x 1.004 Outstanding
------- -------
$14.52 TOTAL COST $12.05 TOTAL COST
SUPPLIER QUALITY INDEX (SQI) SUPPLIER DELIVERY INDEX (SDI)
Supplier Quality Performance Supplier Delivery Performance
X. Xxxxx
48
ATTACHMENT 5
AMET
DISCREPANT MATERIAL REPORT (DMR)
(USE BLACK INK, PRESS HARD)
---------------------------------------------------------------------------------------------
1. XXXX NO 2. PREV. 3. DESCRIPTION
---------------------------------------------------------------------------------------------
4. PRODUCT 5. _____ 6. WORK ORDER, ACCOUNT, OR WAREHOUSE LOCATION 7. SERIAL NO.
---------------------------------------------------------------------------------------------
8. ORIGINATOR OR PRINT _______ 9. EMPLOYEE NO. 10. DATE
---------------------------------------------------------------------------------------------
11. RCA REQUIRED? 12. PAGE 13. ZONE 14. DEFECT CODE 15. QTY REACTED 16. TIME
YES NO
---------------------------------------------------------------------------------------------
17. REQUIREMENTS
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
18. DISCREPANCY
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
19. WHEN FAILURE ________
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
20. DISPOSITION 21. 22. _________ 23. HAND EXCHANGE?
REJECT
CODE AMET YES NO
SUPPLIER
---------------------------------------------------------------------------------------------
LINE AS IS 24. _________ 25. ________ QTY 26. STOCK 27. STOCK
28. _________ CHECK LOCATION
__________ 31. ___ WORK TIME__ YES/NO
____ WORK IN HOUSE
QTY
----------------------------------------------------------------------------------------------
29. ______ LOT NO. 30. RTV____
----------------------------------------------------------------------------------------------
32. SUPPLIER NAME 33. SUPPLIER NO.
----------------------------------------------------------------------------------------------
34. FLOOR ____ (PRINT & ____) 33. EMPLOYEE NO. 36. DATE/TIME
----------------------------------------------------------------------------------------------
39. COMMENTS:
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
40. CIRCLE ONE 41.___ CODE 42.___ X.X. 0 XXXX XX. 00. ____ QTY 43. REORDER P.O.____
CONSIGN/DEBIT
----------------------------------------------------------------------------------------------
SHIP VIA: (1) WILL CALL (2) COMMON (3) UPS (4) FED X (5) AIR (7) OTHER
----------------------------------------------------------------------------------------------
SERVICE REQUIRED: (0) N/A (1) ONE DAY (2) OVER NIGHT (3) ECONOMY (4) OTHER
----------------------------------------------------------------------------------------------
FREIGHT CHARGES: (1) PREPAY & XXXX (2) PREPAY & ALLOW (3) COLLECT (4) OTHER
----------------------------------------------------------------------------------------------
FOB: (1) DESTINATION (2) SHIPPING POINT (3) FACTORY (4) OTHER
----------------------------------------------------------------------------------------------
44. ________ NAME DATE 45. ____ NO. 46. P.O. DUE DATE
----------------------------------------------------------------------------------------------
47. ________ P.O. SHIP VIA CODE 48. ____ CODE 49. SHIPPING AUTHORIZATION NO.
----------------------------------------------------------------------------------------------
50. ________ AUTHORIZATION COMMENTS:
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
51. COMMENTS:
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
52. SYSTEM 53. DATED ENTERED 54. ENTERED BY: 55. ACCURATE ____ 56. AUDITOR DATE
YES NO
----------------------------------------------------------------------------------------------
49
ATTACHMENT 6
NONDISCLOSURE AGREEMENT
Applied Materials, Inc.
APPLIED MATERIALS, INC., a Delaware corporation (including its subsidiaries,
"Applied"), having its principal offices in Santa Clara, California and MKS
Instruments, Inc., a Massachusetts corporation,("Recipient") having its
principal offices in Andover, Massachusetts, hereby agree as follows:
I. IDENTIFICATION OF CONFIDENTIAL INFORMATION
A. Applied may disclose to Recipient the following types of
information: SEE ATTACHMENT 1.
B. The information described in A. above shall be deemed
"Confidential Information" if:
(1) in the case of a written disclosure, Applied affixes to
the document an appropriate legend, such as "Proprietary" or "Confidential", and
(2) in the case of an oral or visual disclosure, Applied makes
a contemporaneous oral statement or delivers to Recipient a written statement
within thirty (30) days to the effect that such disclosure is confidential or
the like.
C. "Confidential Information" does not include information that:
(1) becomes a matter of public knowledge through no fault of Recipient, (2) is
rightfully received by Recipient from a third party without restriction on
disclosure, (3) is independently developed by Recipient without the use of
Applied's Confidential Information or (4) is in the possession of Recipient
prior to its disclosure by Applied.
D. Each party's Nondisclosure Agreement ("NDA") Coordinator serve
as the principal contact for the disclosure or receipt of Confidential
Information. Applied's NDA Coordinator will be XXXXXXX BERKLAW and Recipient's
NDA Coordinator will be XXX XXXXXXXXXXXX.
II. USE OF CONFIDENTIAL INFORMATION
Recipient shall use the Confidential Information only for the purpose
of (1) determining whether to enter into a transaction with Applied, (2)
purchasing or using products or services supplied by Applied or (3) providing
products or services to Applied. Absent a written agreement to the contrary, all
information generated or derived by Recipient in connection with any such
transaction or provisions of goods or services shall be deemed Confidential
Information for purposes of this Agreement.
III. RESPONSIBILITIES OF RECIPIENT
A. Recipient agrees (1) to disclose Confidential Information only
to those of its employees who have a need to know such information, are informed
of its confidential nature and agree to comply with this Agreement, (2) not to
disclose Confidential Information to any third party, except pursuant to a
lawful judicial, administrative or governmental order after providing Applied an
opportunity to avoid or limit such disclosure, (3) to protect the Confidential
Information with at least the degree of care with which it protects its own
confidential information, but in no case with less than a reasonable degree of
care and (4) to notify Applied promptly of any breach of this Agreement.
B. Within thirty (30) days of a written request by Applied,
Recipient shall (1) destroy or return to Applied all documents received from
Applied that contain Confidential Information, all documents it may have created
that reveal or are based on any Confidential Information, and all copies of the
foregoing (except for one copy which may be kept by Recipient's legal department
or outside attorneys for archival purposes only), and (2) deliver to Applied a
certificate stating that Recipient has complied with such requests.
IV. DISCLOSURE PERIOD AND CONFIDENTIALITY PERIOD
A. The period during which Applied may disclose Confidential
Information under this Agreement shall begin on the date of the first disclosure
of Confidential Information (which may be prior to the date of this Agreement)
and shall end on _______ (if no date is specified, the period shall end three
(3) years from the date this Agreement was signed). Either party may terminate
the Agreement by giving the other party ten (10) days' written notice.
B. The obligations set forth in Articles II and III shall (1)
termination five (5) years from the date of this Agreement and (2) survive the
termination or expiration of this Agreement.
50
V. MISCELLANEOUS
A. Recipient shall not acquire intellectual property rights from
Applied other than by a separate written agreement. Nothing in this Agreement
shall be deemed to create any obligation to disclose Confidential Information.
The Confidential Information is accepted "as is" by Recipient without any
warranty of noninfringement or of any other sort by Applied or any of Applied's
agents, advisers, consultants or contractors.
B. This Agreement does not create any partnership, joint venture
or agency between the parties.
C. Before exporting or reexporting any Confidential Information,
Recipient must comply with all applicable regulations of the U.S. Department of
Commerce Office of Export Administration and/or other applicable agencies.
D. This Agreement is the complete and exclusive statement of the
understanding between the parties regarding the subject matter hereof and
supersedes all prior or contemporaneous communications. It may be amended only
by a writing signed by both parties.
E. This Agreement shall be interpreted and enforced according to
the laws of the State of California (exclusive conflict of law rules).
APPLIED MATERIALS, INC. MKS INSTRUMENTS, INC.
(Print Name of Recipient)
By: /s/ Xxx Xxxxxxx By: /s/ Xxx Xxxxxxxxxxxx
------------------------------------- -----------------------------
Name (print) Xxx Xxxxxxx Name (print) Xxx Xxxxxxxxxxxx
Title: Sr. Director-Chemical Delivery Title: Corporate VP, Customer
SMO Operations Support
Date: 5/3/96 Date: 6/12/96
Please circle one: Customer
Supplier Consultant
51
Attachment 7
APPLIED MATERIALS CORPORATE ROUTING GUIDE ATTACHMENT A
TRANSPORTATION AND SHIPPING REQUIREMENTS
Applied Materials Corporate Traffic Department has established excellent pricing
and service programs with various transportation carriers. Using these approved
carrier programs, when Applied Materials is responsible for the freight charges,
will contribute to our freight cost reduction goals while continuing to provide
a high level of customer satisfaction. Everyone has a responsibility to control
and reduce unnecessary expenses.
Requirements for transportation and shipping are as follows:
- All freight collect shipments to Applied Materials must be routed via
the appropriate Applied Materials approved carrier, see general routing
instructions within the United States.
- An Applied Materials department of division number must be referenced
on the carrier documentation.
- All shipments consigned to a third party at the direction of Applied
Materials and Applied Materials is paying the freight charges must be
routed by an approved Applied Materials carrier. All shipping
documentation must indicate billing to third party (Applied Materials).
- For freight routed prepaid by third party, FOB origin, the third party
will assume all risk in transit when approved Applied Materials carrier
is used.
- Materials must be suitable packaged to withstand normal freight
handling and movement while in transit.
- Multiple order shipping by the same carrier and service level, on the
same day, must be consolidated into one shipment on one carrier
document.
- Material for each purchase order must be packaged separately with it's
own packing list.
- Packing lists must be attached to the outside surface of the package
and visible from any position (do not hide from view if multiple
packages are pelletized).
- When consolidating multiple purchase orders in one overpack carton, all
inside orders must be attached to the overpack carton. Overpack carton
must be clearly label to indicate multiple orders are packed inside.
Each carton within the overpack must be clearly labeled.
52
Attachment 7
- DO NOT DECLARE VALUE or request insurance on any freight collect
shipment or third party shipments where Applied Materials is paying the
freight charges unless specifically authorized.
- Materials must be shipped in time to meet the due date shown on the
purchase order. Materials will not be accepted/received earlier than
three (3) days of the due date, unless specifically authorized.
Materials shipped earlier will be refused and possibly returned at your
expense.
- Only use air freight at the requested level of service when
specifically instructed and authorized in writing by Applied Materials.
- Suppliers must specifically state or indicate Emergency/Overnight
service on the airbill or truck xxxx of lading to ensure expedited
delivery, and only when instructed and authorized in writing by Applied
Materials.
- All shipping documents and package address labels must reference the
complete purchase order number(s) for the material included in the
package(s) and shipment. When freight codes are provided they must also
show on all documents.
- Any question concerning third party billing or carrier recommendations
anywhere within the United States should be addressed to Corporate
Traffic Operations:
Santa Clara, California (000) 000-0000
Outside Santa Clara, California Toll Free 0-000-XXX-XXXX
(0-000-000-0000)
53
ATTACHMENT 7
APPLIED MATERIALS - ROUTING GUIDE
GENERAL ROUTING INSTRUCTIONS WITHIN THE US
COMMON CARRIER (LTL) TRANSPORTATION UP TO 7,500 LBS.
--------------------------------------------------------------------------------------------------------
WEIGHT AMAT LOCATION OR SERVICE AREA CARRIER
--------------------------------------------------------------------------------------------------------
1-100 lbs. All points. Federal Expres - Express Saver
--------------------------------------------------------------------------------------------------------
Over 100 lbs. All interstate shipments. CF Motor Freight
--------------------------------------------------------------------------------------------------------
Over 100 lbs. Intrastate AZ, CA, & OR Viking Freight System
--------------------------------------------------------------------------------------------------------
Over 100 lbs. Intrastate Tx, except Augtin & Dallas area Federal Express - Express Saver Freight
--------------------------------------------------------------------------------------------------------
1-50 lbs. Austin & Dallas area Sonic Air
Over 50 lbs. Federal Express - Express Saver
--------------------------------------------------------------------------------------------------------
Over 100 lbs. Intrastate MA, NY, & PA Federal Express - Express Saver Freight
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please provide 48 hour advance notice when your shipment is over 7,500 lbs., or
on shipments that require special equipment. This will enable sufficient tiem to
schedule the carrier that will provide the most economical and timely service.
Contact Corporate Traffic 0-000-XXX-XXXX (866-7447).
--------------------------------------------------------------------------------
HIGH VALUE PRODUCTS, AIR RIDE OR PADDED VAN SERVICE
--------------------------------------------------------------------------------
TWI Mayflower Call traffic (000) 000-0000, for scheduling and transit
time details.
--------------------------------------------------------------------------------
NEXT FLIGHT OUT, MESSENGER, AND/OR COURIER SERVICE WITHIN THE US
--------------------------------------------------------------------------------
All weights Sonic Air call the local office, if no local office call
0-000-000-0000
--------------------------------------------------------------------------------
AIR FREIGHT WITHIN THE US
--------------------------------------------------------------------------------
WEIGHT SERVICE CARRIER
--------------------------------------------------------------------------------
1 - 70 lbs. Priority Overnight - 10:30 AM Next Day
Priority Overnight - 3:00 PM Next Day Federal Express
Economy Service - 4:30 PM Second Day
--------------------------------------------------------------------------------
Over 70 lbs. Priority Overnight - 10:30 AM Next Day
Standard Overnight - 4:00 PM Next Day
Two Day - 4:00 PM Second Day Eagle USA Air Freight
Deferred Air - 3-5 day delivery
--------------------------------------------------------------------------------
GENERAL ROUTING INSTRUCTIONS FOR ALL INTERNATIONAL LOCATIONS
--------------------------------------------------------------------------------
WEIGHT SERVICE CARRIER
--------------------------------------------------------------------------------
1 - 50 Kgs. Regular Air Federal Express
--------------------------------------------------------------------------------
All Weights Next Flight Out or Courier Service Xxxxxxxxx International*
--------------------------------------------------------------------------------
Over 50 Kgs. Regular Air or Consolidation
--------------------------------------------------------------------------------
* Shipments over 50 Kgs. to or from Japan must be routed via Nippon Express.
54
ATTACHMENT 7
TRANSIT TIMES FOR U.S. CARRIERS
SELECT CARRIER BY REFERING TO GUIDANCE PROVIDED ON PAGE ONE. USE TABLE BELOW TO
ENSURE TRANSIT TIME OF SERVICE MEETS DELIVERY REQUIREMENTS.
----------------------------------------------------------------------------------------------------------------------------------
US TIMETABLE SHIPMENT SAME-DAY 1 DAY 2 DAYS 3 DAYS 4 DAYS 5 DAYS 6 DAYS
SIZE
----------------------------------------------------------------------------------------------------------------------------------
Sonicair Courier All - see f. Nationwide Nationwide
Next Flight Out
----------------------------------------------------------------------------------------------------------------------------------
Sonicair Ground All - see e. 50 miles of
Courier Local AMAT
Sites
----------------------------------------------------------------------------------------------------------------------------------
Federal Express 1-100 lbs, Up to 350 350 to Over 1,000
Express Saver see d. miles of 1,000 miles miles of
origin of origin origin
------------------------------------------------------------------------------------------
Federal Express Over 151 Up to 350 350 to Over 1,000
Express Saver lbs., see d. miles of 1,000 miles miles of Federal Express
Freight origin of origin origin Express Saver Service commitment
------------------------------------------------------------------------------------------ by 4:30 PM
Viking Freight Over 100 All points in CA to metro Colorado or by close of business.
Sys. lbs. CA ex areas in Springs, CO
Between CA, AZ, Calexico. AZ, NV,
OR. Reno, NV OR,
Denver, CO
----------------------------------------------------------------------------------------------------------------------------------
CF Motor Freight Over 000 XX, XX, XX, XX, XX, XX, XX, XX, DE,
Between Santa lbs. NV, OR, NM, UT KY, LA, FL, GA,
Xxxxx and States WA MI, MN, LA, MA,
MO, ND, MD, ME,
NE, OH, MS, NC,
OK, SD, NH, NJ,
TN, WI, NY, PA,
WY RI, SC,
TX, VA,
VT, WV
----------------------------------------------------------------------------------------------------------------------------------
CF Motor Freight Over 000 XX, XX, XX, XX, XX, CT,
between Austin lbs. NM, OK FL, GA, DC, DE,
and States IA, IL, ID, MA,
IN, KS, MD, ME,
KY, MI, MN, MO,
MS, NC, MT, ND,
SC, UT, NE, NH,
WI, WY NJ, NV,
NY, OH,
OR, PA,
RI, SD,
TN, VA,
VT, WA,
MV
----------------------------------------------------------------------------------------------------------------------------------
a. General guidelines call 0-000-XXXXXX for additional information.
b. Viking Freight Systems use for all intrastate California LTL. Can be
used for Western States Listed.
c. Express Saver Freight Program should be used for all appropriate
non-local intra Texas shipments.
d. Express Saver program should be used for appropriate packages under 100
lbs.
e. Sonic Ground Courier Service can be used for sameday shipments in local
area of AMAT sites in Santa Xxxxx, Milpitas, Xxxxxx, Xxxxxx, Phoenix,
and Boston.
f. Next Flight Out service is used for extremely urgent shipments. Check
with carrier for delivery commitment. Consider Federal Express or Eagle
if commitment is after 10:30 AM next day.
55
Attachment 8
Intentionally Omitted
56
Attachment 9
Intentionally Omitted
57
ATTACHMENT 10
Applied Materials Incorporated
PRELIMINARY QNRR FORM
SUPPLIER NAME: _________________________________ DATE: ________________________
P/N: ___________________________________________ SQE: _________________________
================================================================================
QNRR Number:
_________________________________
================================================================================
Levels: Please check one 1. Critical [ ]
2. Major [ ]
See Page 3 of 3 for level descriptions 3. Minor [ ]
================================================================================
Brief Description:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
================================================================================
* This QNR requires corrective action 1. CA Approved: [ ];
(CA). Please return this form with Applied Materials must sign
signature to within ________ working page 2 of 3 to confirm
days. approval.
2. CA Disapproved: [ ];
Explain below
Applied Materials Explain
Briefly:
* Applied Materials to review CA and ________________________________
Approve or Disapprove based on fact. ________________________________
Applied Materials must inform supplier ________________________________
by returning this form with status ________________________________
checked and explained within fourteen ________________________________
working days. ________________________________
================================================================================
58
================================================================================
CA to correct Discrepancy: Explain
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
================================================================================
Preventative Measures Described:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
================================================================================
Scheduled Completion Date: _____________________________________
Supplier Signature: _____________________________________
Applied Materials Approval Signature: _____________________________________
================================================================================
59
ATTACHMENT 10
Applied Materials Incorporated
LEVELS OF CORRECTIVE ACTION
LEVEL NATURE
----- ------
1. CRITICAL HAZARDOUS TO HUMAN SAFETY; OR VITAL TO
FUNCTIONALITY OF END PRODUCT THUS NON-
CONFORMANCE IN MEETING THE REQUIRED
SPECIFICATIONS AND CONTRACTUAL
AGREEMENTS. EXAMPLES: IMPROPER HEAT
TREATEMENT OF CERAMIC MECHNICAL MOTOR
MECHANISM, INOPERATIVE BRAKING SYSTEM,
EXPLOSIVE COMPONENTS, ETC.
2. MAJOR A NON-CONFORMANCE RELATED TO THE
REQUIRED FUNCTIONALITY SPECIFICATIONS
AND/OR NON-CONFORMANCE TO CONTRACTUAL
AGREEMENTS. EXAMPLES: CHEMICAL
REACTION (RUST), INOPERATIVE MECHANISM,
PCBAS.
3. MINOR A NON-CONFORMANCE TO THE FUNCTIONALITY
OF PARTS/MECHANISMS WHICH ARE NOT
SHOW STOPPERS. EXAMPLES: CHEMICAL
REACTION (RUST), DENTS, SCRATCHES, LOOSE
HINGE.
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ATTACHMENT 12
-----------------------------------------------------------------------------------------------------------------------------------
Applied Materials ENGINEERING CHANGE NOTICE ECN No.
COMMODITY:
-----------------------------------------------------------------------------------------------------------------------------------
MODEL No. CHARGE No. CONTRACT No. PROGRAM NAME Sheet 1 of
------------------------------------------------------------------------------------------------------
ECN CLASS
-------------------------------------------------------------------------------------- ---------------------------------
DATA ENTRY REQUIRED REASON FOR CHANGE ECP No. Requester TYPE I [ ] II [ ] RCD [ ]
-----------------------------------------------------------------------------------------------------------------------------------
Doc [ ] Bom [ ] Part [ ] Routine Incorporate
----------------------------- -----------------------------------------
DATA ENTRY REQUIRED Customer Approval Date Urgent Changes by
----------------------------- ----------------------------------------- ---------------------------------
Doc [ ] Bom [ ] Part [ ] Emergency
-----------------------------------------------------------------------------------------------------------------------------------
Parts Disposition Codes
--------------------------------------------------------
DOCUMENT(S) AFFECTED PART(S) AFFECTED 1. Use part as is (no action)
2. Rework part/build to change
3. Scrap part (do not use)
4. See special instruction
-----------------------------------------------------------------------------------------------------------------------------------
Change
Effectivity
Document Current New L/U Part (S/N, Qty,
Number Rev Rev Rev TITLE Number Dates) FP/RR OPEN (OP) Comp (CP) Cloased (CL)
-----------------------------------------------------------------------------------------------------------------------------------
Not Started In Kitting 10 Mfg. In Stock Shipped
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
===================================================================================================================================
DESCRIPTION OF CHANGE
-----------------------------------------------------------------------------------------------------------------------------------
Project Engineer Date Mfg. Engineer Date Production Control Date ECN Checked by Date
---------------------------------------------------------------------------------------------------------------
REQUIRED ------------------------------
Incorporated by Date
---------------------------------------------------------------------------------------------------------------
APPROVALS Quality Engineer Date Configuration Date Program Manager Date
Incorporation ck'd by Date
------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
61
ATTACHMENT 13
APPLIED MATERIALS SUPPLIER PROBLEM SHEET 95-0957
--------------------------------------------------------------------------------
Date Vendor Originator Telephone No.
--------------------------------------------------------------------------------
Part Number Part Description
--------------------------------------------------------------------------------
Contract/Spot Buy (circle one) Purchase Order No.
--------------------------------------------------------------------------------
PROBLEM
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
APPLIED ACTION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROBLEM NAME DATE RETURN
WILL BE RESPONSE TO
RESOLVED ORIGINATOR
BY: WITHIN 24
HOURS
--------------------------------------------------------------------------------
62
Attachment 14
Intentionally Omitted
63
Attachment 15
Intentionally Omitted
64
Attachment 16
CERTIFICATE OF CONFORMANCE
"I certify that on _________________________ the ____________________ furnished
the supplies or services called for under the Applied Materials' Purchase
Contract Number ________________________________ via _______________________ on
________________________________________________________ in accordance with all
applicable requirements. I further certify that the supplies or services are of
the quality specified and conform in all respects with the contract
requirements, including specifications, drawings, preservation, packaging,
packing, marking requirements and physical item identification (part number),
and are in the quantity shown on this or on the attached acceptance document."
Date of Execution:
Signature:
Name & Title:
********************************************
Instructions:
The _____ signed certificate shall be attached to or included on the top copy of
the inspection or receiving report provided to Applied Materials ar the time of
delivery. In addition, a copy of the signed completed certificate shall also be
maintained at the ______ facility and will be made available to Applied
Materials' representatives upon request.
65
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Attachment 17
[**] CALCULATION
[**]
