半导体市场长期萎缩：停下来思考

June 2026 Long-term, multiyear supply agreements are becoming increasingly prevalent acrosskey semiconductor segments. This is particularly visible in AI-related supply chains, whereconstraints in high-bandwidth memory (HBM) supply and advanced packaging capacityhave led to increased competition for secured long-term capacity. The commercial logic Understanding how the commercial dynamics translate intothe drafting can turn a point of potential financial exposureinto a driver of commercial value when considered over thelife of a contract. This article looks at the backdrop to long-term contracting in the semiconductor market and explores The backdrop: Long-term contracts and In any market, a shift towards longer-term contractual termschanges the commercial dynamics of the arrangement, giving The commercial benefits of a long-term contract will alwaysbe contingent on how it relates to the surrounding marketover the whole term. That is the same for both buyers andsellers. This is especially pertinent in an industry that is (or Key takeaways •Volume, price or capacity reservation commitmentsmay seem logical now, but should be tested againstdifferent market scenarios (even ones which feel By way of example, few observers would currently expect thesupply of advanced memory chips to catch up to demandany time soon, primarily due to the time and upfront capitalrequirements of expanding leading-edge fab capacity andadvanced packaging capability. But this is not a static stateof affairs. Additional wafer capacity will eventually comeonline. Equally, the precise trajectory of demand (much of itAI-driven and dependent on accelerator deployment cycles)is potentially sensitive to external shocks or underlyinginvestor sentiment. These dynamics have a direct impact on •Understand the legal nuances of contractual allocationmechanisms, because it might be a source of •Imagine having to rely on the liquidated damagesprovisions in your contract in a range of scenarios and •In an increasingly uncertain world, understandingwhat is (and is not) force majeure can pay dividends.Often it is not as straightforward as it seems, and A firm grasp of the key legal mechanics in long-termcontracts is therefore indispensable from a risk managementperspective. It can not only deliver commercial value, but alsohelp navigate competing internal stakeholder priorities (forexample balancing procurement interests with the financialexposure that accompanies longer-term commitments). A 2) Allocation: Get what you’re given? As inventories continue to fall short of demand, allocation oflimited wafer output among customers has latterly become afeature of many segments of the memory market (includingHBM, DRAM and NAND). Frequently, it is hyperscalers,strategic customers, or even those buyers who maintained This too may involve careful analysis. If an allocationmechanism is specified in the long-term contract, has it beenclearly expressed and thought through? If allocation is leftat the discretion of the supplier, it is important to considerwhat the boundaries of such discretion are (if any). UnderEnglish law, for example, discretionary powers exercisableby one party may in certain circumstances be subject toimplied constraints. Likewise, powers that are framed byreference to reasonable endeavours, or are to be exercised The topics below are examples of discrete contractual termsthat may have a discernible impact on the commerciality of along-term contract, particularly when considered against the 1) Flexibility is good (if you can get it) Long-term supply agreements will generally impose somekind of take-or-pay or prepayment obligation on the buyer,requiring them to commit in advance to the purchase of afixed volume of devices, or reserved wafer capacity. In thepresent supply-constrained environment, buyers and sellersmay be perfectly comfortable with this. However, in the 3) Liquidated damages: A moving target Long-term contracts premised on security of supply will oftencontain provisions requiring the payment of a fixed amountof damages in the event of a failure to supply contractedvolumes (or even to take delivery of reserved capacity). The While shortfalls in supply may be the norm at the moment, thethree-to-five year contractual terms being widely reportedmay extend beyond the point that fab capacity starts tocatch up. It is therefore not difficult to imagine a scenario It is important to consider carefully the level at which anyliquidated damages provisions are set and ensure thatany other restrictions (for example caps on the cumulativeamounts that can be claimed) are drafted clearly. In a volatile Given their commercial value, flexibility options are oftenheavily negotiated. Caps or restrictions on the exercise offlexibility options, or corresponding obligations to “make up”,or “make good” the relevant quantities in subsequent years, Here, it is sensible not to assume that these provisions willonly be triggered sporadica