About Us

FOA Purchasing Partners, Inc. (PPI) is a California corporation focused on group purchasing activities for the semiconductor manufacturing industry.

We are the Official Group Purchasing Organization of the Fab Owners Association (FOA), www.waferfabs.org. The FOA is an international, nonprofit, trade association of semiconductor fab owners and associates who meet regularly to discuss and act on common manufacturing issues, combining strengths and resources to become more competitive.

PPI, is a California corporation headquartered in Cupertino, California, and comprised of semiconductor industry veterans. PPI is an affiliate of the Fab Owners Association (FOA) and serves as the exclusive aggregation agent for the FOA, providing, among other services, purchasing negotiations and contract management. "Fab Owners Association™" and the "FOA™" logos are used solely by permission of the Fab Owner's Association, "FOA PPI" is a trademark of FOA Purchasing Partners, Inc. References to other companies and their products use trademarks owned by the respective companies and are for reference purposes only.

WHEREAS, FOA Purchasing Partners, Inc. is the exclusive authorized representative of the Fab Owners Association, the trade association of semiconductor fab owners and associates , the goals of FOA Purchasing Partners, Inc., on behalf of the Fab Owners Association, is to implement a group purchasing system for the Fab Owners Association membership to maximize efficiency, reduce waste and ultimately, serve the needs of their members with superior products or services. To accomplish those objectives, the Fab Owners Association has authorized FOA Purchasing Partners, Inc. to enter into Preferred Vendor Agreements (PVA’s) with select suppliers to provide procurement services, including aggregation of demand, contract negotiations and contract management for direct and indirect semiconductor manufacturing consumables (Group Purchasing Activities) for the Fab Owners Association members for mutual benefit.

Code of Conduct Principles

I. Principles

A. Compliance

1. Compliance with Applicable Laws

FOA Purchasing Partners Inc. (PPI) shall comply with applicable laws of the US Government. PPI shall stay abreast of changes and new developments in the law and provide compliance training, guidance and education regarding applicable laws for directors, officers and employees.

PPI shall implement internal policies to require that employees who are in a position to influence contracting decisions do not accept any gifts, entertainment, favors, honoraria or personal services payments (other than those of Nominal Value) from any Participating Vendor.

PPI shall implement internal policies to require that none of its employees who are in a position to influence PPI's contracting decisions for Participating Vendors have an Individual Equity Interest in such Participating Vendors.

2. PPI Non-Employee Officers, Directors, Contractors or Advisors

a. PPI shall implement internal policies to require that any non-employee officer, director, contractor or member of an advisory board of PPI, in a position to influence PPI's contracting decisions, who accepts any gifts, entertainment, favors, honoraria or personal services payments (other than those of Nominal Value) from any Participating Vendor discloses such transactions to the appropriate governance body and is recused from any negotiations or decisions relating to such Participating Vendor.

b. PPI shall implement internal policies that require that any non-employee officer, director or member of an advisory board of PPI discloses Individual Equity Interests in any Participating Vendor to the appropriate governance body and is recused from any negotiations or decisions relating to such Participating Vendor.

3. PPI Corporate Equity Interests

a. PPI shall implement internal policies ensuring that the company does not have any Corporate Equity Interest in any Participating Vendor of products or services, unless the acquisition of such Corporate Equity Interest demonstrably benefits the Fab Owners Association (FOA) Members by creating a source of a Product or Service where there is otherwise no other source, or very limited sources.

b. If PPI has a Corporate Equity Interest in a Participating Vendor it shall disclose such equity interests to the FOA Members in writing. If a Participating Vendor has a Corporate Equity Interest in PPI, it shall disclose such equity interest to the FOA Members in writing. Such disclosure should be made (a) at the time the Corporate Equity Interest is obtained if PPI already has a contract with the Vendor or (b) at the time PPI enters into a contract with the Vendor if PPI does not already have a contract with the Vendor, and in each case, at least annually thereafter. PPI shall also publicly disclose such Corporate Equity Interests.

c. If PPI has a Corporate Equity Interest in a Participating Vendor, it will impose no obligation, commitment or other requirements or restrictions that in any way obligates any FOA Member to purchase goods or services from such Participating Vendor.

B. Member Relations, & Product Evaluation

PPI shall be committed to identifying and making available to Members innovative products, services and technologies in order to promote high quality and cost-effective manufacturing, and to the free exchange of information relating to manufacturing, safety, and technological and other innovations within the industry. Toward that end, PPI shall incorporate the following principles in its contractual and business relationships with Vendors and Members:

1. Member Communications & Relationships with Vendors

a. PPI shall implement its policies and contracts in a manner that permits the FOA Members to (a) communicate directly with Vendors, including Vendors that do not have current contracts with PPI, (b) assess products or services provided by a Vendor that does not have a contract with PPI, and (c) purchase products or services directly from Vendors that do not contract with PPI.

b. PPI shall implement a contracting process that (a) informs potential Vendors of the process for seeking and obtaining contracts with PPI and (b) provides any and all interested Vendors with the opportunity to solicit contracts, including but not limited to posting such information on a PPI website and promptly responding to Vendor inquiries regarding contract opportunities.

C. Use of Contracting Tools

The goals of PPI contracting processes include promoting high quality manufacturing and achieving cost reduction for FOA Members. In order to better achieve those ends, PPI seeks to foster competition among Vendors. To that end, PPI will have contracting tools that include sole source contracting, commitment level requirements, contract length and multi-product line discount arrangements. PPI should use these tools either alone or in combination only in contracting arrangements that achieve the foregoing goals. These goals are most important in relation to certain products or services. To the extent that multiple contracting tools are used in the contracting process, PPI shall consider the following factors in each contractual arrangement to achieve the aforementioned goals: market share of the Participating Vendors, the number of Vendors available to provide the relevant product or service, ability of the Participating Vendor to meet the needs of the FOA Members, and the occurrence of innovation in the relevant product or service category.

D. Compliance, Certification & Implementation

1. Compliance Officer
PPI shall designate a compliance officer who will be responsible for overseeing compliance with the Code of Conduct adopted by PPI and the fulfillment of PPI's reporting requirements.

2. Certification
The management of PPI shall certify annually to the FOA that they are in compliance with the principles contained in this document.

3. Implementation, Supervision & Updating

a. PPI shall adopt a supervision plan overseen by its compliance officer in keeping with our principles in the event (a) an entity becomes a Participating Vendor to PPI, (b) an employee (i) is in a position to influence the contracting decision for Participating Vendors and currently has an Individual Equity Interest in such Participating Vendors or (ii) is hired or transferred to a position in which the employee would influence the contracting decision for Participating Vendors and has an Individual Equity Interest in such Participating Vendors, or (c) other situations arise to which these principles apply. PPI shall seek regular, periodic and timely disclosure of information covered by these conflict of interest principles by directors, officers, employees and advisors.

b. PPI shall assess and update the principles consistent with newly identified best practices and as business practices change to ensure that the goals of avoiding conflicts of interest and promoting competition continue to be achieved.

E. Reporting & Education

1. Industry-Wide Survey

To promote competition and to evaluate on an ongoing basis the benefits of group purchasing, PPI will evaluate and implement, consistent with the antitrust laws, periodic surveys and aggregate reporting of industry-wide information relating to value through cost savings and administrative efficiencies of GPO relationships.

2. Web-Based Vendor Directory

In order to foster innovation, PPI, shall make available a web-based directory where Vendors can post product information, including information about products that the Vendors consider to be new and innovative.

F. Diversity
PPI shall offer or participate in programs that promote diversity among Vendors to
include women and minority-owned Vendors.

II. Definitions

"Corporate Equity Interest" shall mean securities, options, warrants, debt instruments (including loans), or rights to acquire any of the foregoing.

"FOA Members" shall mean any Device Maker that is a member in good standing of the Fab Owners Association, www.waferfabs.org.

"Individual Equity Interest" shall mean securities, options, warrants, debt instruments (including loans), or rights to acquire any of foregoing, provided, however that the term shall not include: (a) interests in mutual funds or (b) interests held in a blind trust in which all investment decisions are independently managed by a third party and the existence and trust terms are fully disclosed to the appropriate governing body to ensure that the neutrality of PPI contracting decisions are protected.

"Nominal Value" shall mean any item, service or other thing of value (not including cash or cash equivalents) that does not exceed $50 per instance or $100 in any given calendar year. Any item, service or other thing of value that costs $10 or less shall not be counted toward the $100 annual limit.

"Participating Vendor" shall mean, with respect to PPI, a Vendor that has a contract or submits a formal bid or offer to contract with PPI to provide goods, products or services to the FOA members.

"Payments" shall mean all payments by a Vendor of goods or services to PPI as part of any agreement to furnish goods or services to FOA Members.

"PPI" is defined as FOA Purchasing Partners Inc.

"Vendors" shall mean manufacturers, distributors, suppliers or other entities that sell
goods or services to FOA Members.

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