COMMERCIAL FOUNDRY SERVICES MULTI-PROJECT WAFER TERMS & CONDITIONS 4. Reservations and Scheduling 4.1. Reservations for Tile(s) in a MPW run will be accepted in the order received and will not be held until receipt of the non-refundable 50% deposit. The minimum reservation quantity is one (1) Tile. 4.2. Each MPW run subscription window will close six (6) weeks prior to the Tapeout date available at https://www.hrl.com/products-services/foundry or when the Tile area is filled, whichever comes first. In the event a MPW run is postponed by HRL for a reason other than a Force Majeure event, HRL will immediately notify Buyer who may request either (i) to cancel the order and receive a refund of the 50% deposit; or, (ii) if space is available, to move Buyer's reservation to another scheduled MPW run at no additional cost. 4.3. Buyer must submit a Buyer MPW Design File that fits the reserved Tile area and that is free of design rule check errors by deadline for final MPW Design File submission established in the Quote or the Tapeout date, whichever is earlier, or the reserved Tile area will be forfeit by Buyer with no refunds paid by HRL. Definitions: 1.1. Buyer MPW Design File means the design and specifications of the Buyer's order and includes (i) the GDS file; (ii) the completed GDS File Submission Checklist with all required supporting documentation; and (iii) Export control documentation. 1.5. Tapeout date means the day on which all designs on a Multi-Project Wafer are finalized and submitted to production. 1.6. Tile means the unit of area available for subscription on a Multi-Project Wafer. 3. Pricing and Payment 3.1. All pricing for Services shall be specified in the Quote. Orders will not be accepted until after receipt of a 50% non-refundable deposit from Buyer. The remaining 50% shall be due upon receipt of Deliverables by Buyer. 3.3. Payment shall be on NET 30 terms. Unless otherwise agreed in writing between Buyer and HRL, full payment of each invoice shall be made within thirty (30) days of receipt. All Invoices shall be paid without retention or set-off by Buyer. Late invoice payments shall be subject to a late payment fee of one percent (1%) of the unpaid balance per month or if limited to lesser amount by law, the maximum interest allowed for commercial transactions. 5. Changes Buyer may change the design prior to the deadline for final MPW Design File submission established in the Quote or the Tapeout date, whichever is earlier. Changes made after this time shall be subject to the Cancellation provisions of this Order. 12. Shipping and Delivery 12.1. Unless otherwise agreed in writing, Shipping and Delivery shall be Ex Works (INCOTERMS 2020) for international agreements or FOB Origin for agreements within the United States at HRL's facility, Malibu, California. 12.2. Title and Risk of Loss of the Deliverables shall pass to Buyer when made available to Buyer for pickup at HRL's facility in Malibu, California.
