Terms & Conditions of Sale

1. Scope and order of precedence

These terms govern the services Dynamic Process Group, Inc. ("DPG," "we," "us") provides to you. Terms in your purchase order or other documents that add to or conflict with these terms do not apply unless we agree to them in a signed writing. If you and DPG have signed a separate agreement, such as a nondisclosure agreement or supply agreement, that agreement controls where it conflicts with these terms.

2. Quotes

Quotes are valid for 30 days from the date issued. Pricing is based on the material, quantity, dimensions, and specifications you provide. If the material we receive differs from that description, or if you change the specification, we may revise the price and lead time before starting work. Prices do not include shipping, insurance, duties, or taxes.

3. Orders and lead times

An order is accepted when we receive your purchase order or payment and confirm the order. We offer three turnaround levels, priced separately:

• Standard: approximately 2 weeks
• Priority: approximately 1 week
• Critical: 48 hours

Lead time starts when your material has arrived and passed incoming inspection and we have every drawing and specification needed to run the job. Lead times are good-faith estimates, not guaranteed delivery dates, except where we agree otherwise in writing.

4. Payment

For approved accounts, payment is due net 30 days from the invoice date. We may require prepayment for first orders and for international customers. We accept ACH or wire transfer, check, and credit card through the payment link on your invoice.

Past-due balances accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower. We may hold shipments or new work on accounts with past-due balances. You are responsible for any taxes, duties, and import fees that apply to your order.

5. Your material

You keep ownership of all material you send us. Ship material to 2033 Gateway Place, Suite 500, San Jose, CA 95110, packed to protect it in transit, with a packing list that states the quantity, material, diameter, thickness, and any known defects.

Tell us in writing, before we start work, about anything that affects how the material behaves or how it must be handled, including films, coatings, bonding, prior thinning or processing, internal stress, and any hazardous substances. You confirm that you have the right to send us the material and any related drawings or data. Material shipped to us is at your risk until we receive it.

6. Incoming inspection

When your material arrives, we count it, inspect it visually, and photograph the lot. If the count doesn't match your packing list or we find damage, we will notify you within 2 business days. We may decline to process damaged material, or process it only with your written approval and at your risk. Damage found at incoming inspection is documented as pre-existing.

7. Processing risk and spare wafers

Semiconductor wafers, particularly thin, patterned, bonded, stressed, or previously processed wafers, can crack, chip, or break during handling and processing even when reasonable care is taken. You accept this risk when you send material for processing. For first articles, new geometries, or irreplaceable material, we strongly recommend sending spare or test wafers, and we may require a trial run on sacrificial material before processing production wafers.

8. Limited warranty

We warrant that our services will be performed in a professional manner and will conform to the specifications stated in our quote or order confirmation. If a service does not conform, we will, at our option, rework the affected parts where practical, re-perform the service on replacement material you supply, or credit or refund the processing price of each nonconforming wafer. That is your only remedy for nonconforming services.

EXCEPT AS STATED IN THIS SECTION, WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE PERFORMANCE, YIELD, OR RELIABILITY OF YOUR DEVICES OR PRODUCTS AFTER PROCESSING.

9. Quality claims and returns

Inspect your parts promptly when you receive them. Any claim that parts don't conform must be made in writing within 15 days of delivery and include a description of the issue with photos or measurement data. Keep the affected parts available for our review, and don't return parts without our return authorization. Parts not claimed within that period are considered accepted.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY FOR ANY CLAIM IS LIMITED TO THE PROCESSING PRICE OF EACH AFFECTED WAFER, AS STATED ON OUR QUOTE OR INVOICE.

WE ARE NOT LIABLE FOR THE VALUE OR REPLACEMENT COST OF YOUR WAFERS, SUBSTRATES, DEVICES, OR OTHER MATERIAL; FOR LOSS OF DATA, INTELLECTUAL PROPERTY, OR DESIGN WORK; FOR LOST PROFITS, REVENUE, OR PRODUCTION TIME; OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF WE WERE TOLD SUCH DAMAGES WERE POSSIBLE.

These limits do not apply to losses caused by our gross negligence or willful misconduct, or to any liability that cannot be limited under applicable law. You are responsible for insuring your material against loss or damage for its full value, including while it is at our facility and in transit.

11. Shipping and risk of loss

Domestic orders ship FOB Origin, San Jose, California. Risk of loss passes to you when we hand the shipment to the carrier. We ship on your carrier account or prepay and add the cost to your invoice. We will insure a shipment for a declared value only if you ask us to in writing, at your expense.

International orders ship FCA San Jose (Incoterms® 2020) unless the quote states otherwise. You are the importer of record and are responsible for customs clearance, duties, and import taxes.

12. Return of all material

We return everything you send us. All wafers, finished parts, rings, offcuts, drop-outs, and broken pieces are shipped back to you with your order. We do not keep, scrap, or dispose of any customer material. The only material not returned is the kerf removed by the cutting process itself, which cannot be recovered.

If an order is cancelled, all material is returned to you in its current condition. Return shipping is handled as described in section 11.

13. Changes and cancellation

Changes to an order must be made in writing and may affect price and lead time. You may cancel an order in writing at any time. If you cancel before processing begins, we charge only for setup, programming, and handling already performed. If you cancel after processing begins, you pay for the work performed through the date of cancellation. Material is returned at your expense.

14. Confidentiality and facility access

We treat your material, drawings, specifications, and technical data as confidential and use them only to perform your order. We don't disclose your work or name you as a customer without your permission. We photograph customer material only for inspection and quality records.

We operate a restricted-access facility. To protect the confidentiality of all our customers, we don't host site visits or tours; see our About page for the alternatives we offer. If we have signed a nondisclosure agreement with you, its terms also apply.

15. Drawings, data, and records

We keep job records, including drawings, travelers, and inspection data, for at least 7 years to support traceability. You may ask us to return or delete your design files at any time; we will do so except for the records we must keep for traceability or as required by law. Files should be sent through a secure method we agree on.

16. Export control and ITAR

DPG is registered with the U.S. Department of State, Directorate of Defense Trade Controls, under the International Traffic in Arms Regulations (ITAR). Before shipping to us, you must tell us in writing if any material, drawings, or technical data are controlled under the ITAR or have an Export Administration Regulations (EAR) classification other than EAR99.

You are responsible for classifying your items and for obtaining any license or authorization needed to export or transfer them. We screen customers and ship-to parties against U.S. government restricted-party lists, and we may delay or decline any order or shipment to comply with export and sanctions laws. ITAR-controlled material and technical data are handled only by U.S. persons at our facility.

17. Intellectual property

You keep all rights in your designs, drawings, and material. You confirm that our processing of your material to your designs will not infringe anyone else's rights, and you agree to defend and indemnify us against claims that it does. We keep all rights in our processes, process parameters, fixtures, programs, and know-how, including any developed while performing your order, and no license to them is granted.

18. Events beyond our control

We are not responsible for delays or failures caused by events beyond our reasonable control, including equipment failure, utility or supply interruptions, carrier delays, natural disasters, government action, or public health emergencies. We will notify you promptly and resume work as soon as practical.

19. Governing law

These terms are governed by the laws of the State of California, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute will be resolved in the state or federal courts located in Santa Clara County, California, and both parties consent to that jurisdiction.

20. General

These terms, together with our quote and any signed agreement between us, are the entire agreement for your order. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign an order without our written consent. We may update these terms from time to time; the version posted on the date of our quote applies to that order.