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Terms and Conditions

Extranet Access Agreement

This Agreement provides for Corning Incorporated ("Corning") to grant access to you to the Corning Incorporated: Life Sciences Extranet web site (including computer programs and content as determined in Corning’s sole discretion – such as programs which provide order detail and shipping data), on a "password-restricted" basis. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW IT IS AGREED THAT YOU ACCEPT THIS AGREEMENT AND THE ASSOCIATED TERMS AND CONDITIONS OF USE OF THE EXTRANET, AND THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. FURTHER YOU EXPRESSLY REPRESENT TO CORNING THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT. NOTHING CONTAINED IN THIS AGREEMENT SHALL OPERATE TO AMEND OR OTHERWISE CHANGE THE TERMS OF ANY EXISTING AGREEMENT BETWEEN YOUR EMPLOYER AND CORNING.THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN YOU CLICK ON THE "I ACCEPT" BUTTON.

  1. Definitions. . "Extranet" means the limited access internet web site presently found at http://www.corning.com/lifesciences maintained and operated by Corning Incorporated which provides a variety of computer programs and information with respect to the products your employer has ordered from Corning’s Life Sciences operations.
  2. License. Corning hereby grants you, subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable right and license to access the Extranet. In connection with the foregoing, to create on-line or off-line printouts of information retrieved from the computer programs contained on the Extranet, and reproduce, reformat, analyze, print and display such printouts for your internal commercial purposes, including presentation to your co-workers. Except as expressly authorized in this Agreement, you agree not to rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, store, or time-share the access to the Extranet. Further, you agree to take all reasonable steps to protect the Extranet from unauthorized access, copying, or use. Corning reserves all rights not expressly granted to you. The presentation of Extranet site materials to a third party is expressly prohibited.
  3. Username/Password. You agree to assume sole responsibility for the security of the usernames and passwords issued to you by Corning. Unless expressly approved in writing by Corning in advance, a password is valid for use only by you and no other person(s). Passwords and usernames are subject to cancellation or suspension by Corning at any time, including upon nonuse for such period as Corning may determine, and reissuance or reactivation of such passwords are subject to Corning's sole discretion. If you believe that any password is being used by someone other than yourself, you must notify Corning immediately. If such use was not due to your acts or omissions or, fault or negligence, or if you have previously notified Corning to cancel the applicable password, Corning shall promptly take the appropriate action to restore, replace or delete your password.
  4. Your Responsibilities. You are responsible for determining whether the Extranet and associated computer programs will achieve the results you desire; procuring, installing, and operating the required minimum specified hardware/software in combination with computer programs and access devices (if any) supplied by Corning; providing a proper environment and proper utilities for the systems. You are responsible for adopting reasonable measures to limit your exposure with respect to potential losses and damages arising from use, nonuse, interruption, delay, errors, or omissions of or in the Extranet or the associated computer programs, or the results thereof, including (without limitation) examination and confirmation of data prior to use thereof, provision for identification and correction of errors and omissions, preparation and storage of backup data, replacement of lost or damaged data or media, and reconstruction of data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data as well as any other applicable local law. Corning is not responsible for obsolescence of the computer programs that may result from changes in your requirements. You, on behalf of your employer, represent that your employer and you agree to indemnify and hold Corning, its officers, employees, and agents harmless from and against any loss, claims, demands, expenses (including court costs and attorney fees), or liability of whatever nature or kind (including, without limitation, negligence), of your or any third parties arising out of your use or nonuse of the Extranet.
  5. No Fees. Corning will provide your access to the Extranet free of charge.
  6. Proprietary Protection. Corning and/or its third-party suppliers is and shall be the sole owner(s) of the content of the Extranet and the associated computer programs, including any adaptations or copies thereof, and including associated intellectual property rights. Copies are provided and may be made only to allow you to exercise your rights under this Agreement. Corning and/or its third-party supplier claim U.S. and foreign copyright ownership with respect to the Extranet and the associated computer programs as compilations and expressions of distinctive and creative formats, as well as claiming that portions of the Extranet contain trade secret information of Corning, including the structure and right of access to the Extranet. It is Corning's practice to place copyright notices and/or other proprietary legends in report forms. You shall provide for the reproduction of such notices and legends in the form and manner in which they appear. Copyright Corning Incorporated © 2007. All Rights Reserved.
  7. Indemnification. If a third party claims that your use of the Extranet or any associated computer program, as provided to you hereunder, or your authorized use of such computer program pursuant to this Agreement infringes any U.S. patent, copyright, or trade secret, Corning will defend you and your employer against such claim at Corning's expense and pay all damages that a court finally awards, provided that you promptly notify Corning in writing of the claim, and allow Corning to control, and cooperate with Corning in, the defense or any related settlement negotiations. If such a claim is made or appears possible, Corning may, at its option, secure for you the right to continue to use the Extranet or computer programs, modify or replace the Extranet or computer programs with equivalent information so they are noninfringing, or, if neither of the foregoing options is available in Corning's judgment, terminate this Agreement. THIS PARAGRAPH STATES CORNING’S ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
  8. Limitations. Corning and/or its third-party suppliers shall employ due care and attention in obtaining and maintaining the Extranet and associated computer programs. However, you acknowledge that any collection and compilation of data entails the likelihood of some human and machine errors, omissions, delays, interruptions, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage. Accordingly, you agree THAT THE EXTRANET AND ASSOCIATED COMPUTER PROGRAMS ARE PROVIDED "AS IS"; CORNING MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THEIR ACCURACY, COMPLETENESS, CORRECTNESS, CURRENTNESS, OR RELIABILITY; NOR DOES CORNING MAKE ANY REPRESENTATION OR WARRANTY THAT THE EXTRANET AND ANY ASSOCIATED COMPUTER PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT EXTRANET SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; ANDTO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW CORNING SPECIFICALLY DISCLAIMS ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CORNING SHALL NOT BE LIABLE ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CORNING BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE EXTRANET OR THE ASSOCIATED COMPUTER PROGRAMS, EVEN IF CORNING OR A CORNING AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CORNING FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO CORNING FOR ACCESS TO THE EXTRANET DURING THE PRECEDING TWELVE-MONTH (12) PERIOD, EVEN IF CORNING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
  9. Default. Should you fail to carry out any other obligation under this Agreement or any other agreement with Corning, Corning may, at its option, in addition to other available remedies (such as the removal of your Username and Password) may immediately terminate this Agreement. Corning reserves the right, with or without notice, to suspend access to or use of the Extranet or any associated computer program.
  10. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York as it applies to a contract made and performed in such state.
  11. Modifications and Waivers. This Agreement may not be modified except by a writing signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.

Terms and Conditions of Sale

1. Acceptance: No binding contract shall exist or be deemed to exist until Corning B.V. (hereinafter, “Corning” or “CLS”) dispatches a written acceptance of Buyer’s order. Thereafter no changes to the contract shall be accepted without the written consent of an authorised representative of Buyer and Corning.

2. Terms of Contract: Unless otherwise confirmed by Corning in writing, these Conditions of Sale shall apply to the contract between us to the exclusion of all other terms, conditions and warranties (whether express, statutory or implied) in Buyer’s order, request for quotation, or any other supporting documentation. No alteration, variation, deletion, modification, amendment, or addition may be made to these Conditions of Sale (notwithstanding anything to the contrary in Buyer’s order or supporting documentation) unless confirmed in writing by an authorised representative of Corning. Any additional typed and/or written terms and conditions contained in any documentation exchanged between us shall be for administrative purposes only, i.e. to identify the types and quantities of goods to be supplied, line item prices, delivery schedule, and other similar ordering data.

The present terms and conditions of sale apply to any electronic order submitted via Corning Life Sciences web pages by customers established in the European Union. Corning will not process electronic orders submitted by customers established outside of the European Union.

3. Conclusion of Contract: Offers and quotations as provided on the Corning Life Sciences web pages shall be considered an invitation to prospective Buyers to make an offer. Under no circumstances Corning will be bound to this offer, unless otherwise written and unambiguously recorded. The acceptance of the invitation by the prospective Buyer to make an offer qualifies as an offer and only leads to conclusion of a valid contract subject to the conditions set out in this Section.

An offer shall be regarded made by the prospective Buyer if the prospective Buyer filled out the complete online order form and sent it to Corning by electronic means, and Corning received it. The contract comes into effect at the moment the order confirmation is sent by Corning to the Buyers’ designated email address, or if Buyer has not requested a confirmation email, the contract comes into effect on the moment Corning receives the order.

Buyer and Corning explicitly agree that the use of electronic means conclude valid contracts subject to the conditions set out in this Section. Lacking an ordinary signature does not reduce the binding force of an offer and/or of its acceptance. Corning’s electronic data will serve as presumptive evidence of the conclusion of a contract if the law so permits.

Although Corning tries to provide quality information with regard to all offers and (main) features of its goods, all information in the Corning Life Sciences web pages is provided “as is”, with no guarantee of completeness, accuracy, timeliness of such information or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. Corning reserves the right of minor deviations of the goods from the data in the Corning catalogues and/or from the data as provided on the Corning website (amongst others pictures and descriptions of the goods). Minor deviations of the goods will not be considered reason for indemnification and/or dissolution.

4. Delivery Payment: This is an EXW delivery, Incoterms (2000 version). Delivery dates shall be as agreed between Buyer and Corning and shall be set forth by Corning in its written acceptance of Buyer’s order (“Agreed Delivery Date”). Agreed Delivery Dates shall be extended appropriately if Corning is delayed by reason of an event of Force Majeure (see Clause 16 below). Corning shall not, in any event, be liable for any damages (direct, consequential, foreseeable or otherwise) for late delivery, nor under any other liability in respect thereof. Payment shall be due and payable within 30 days after the date of Corning’s invoice. Corning shall be entitled to invoice the Buyer on the Agreed Delivery Date. In the event of late payment, Corning will be entitled to receive from Buyer interest on the outstanding invoice from its due date at the rate of EURIBOR+2%.

5. Manufacturing: Corning reserves the right to manufacture or have-manufactured the Goods in any location.

6. Warranty: Corning warrants only that the goods manufactured by it and delivered to Buyer pursuant to this contract shall conform to Corning’s published specifications. Such warranty shall remain in force for a period of 12 months from the date of manufacture, as evidenced by the good’s lot number. If the goods manufactured by Corning do not conform to the foregoing warranty (“Non-Conforming Goods”), Corning will, at its option, either repair or replace the Non-Conforming Goods, or refund their purchase price. The remedy selected by Corning shall be Buyer’s sole and exclusive remedy. Corning’s liability shall be limited to the delivery of repaired or replacement goods only, free to the original contractual place of delivery. The remainder of the original warranty period shall apply to the repaired or replacement goods. The delivery of repaired or replacement goods shall not extend the term of the original warranty beyond the original 12-month period. Any return of Non-Conforming Goods will not be accepted by Corning unless accompanied by Corning’s Return Material Authorisation. Corning shall not be liable for any latent defects or any other defects that might appear after the 12-month warranty period.

Buyer is obliged to accurately examine the goods immediately upon receipt. Buyer shall give notification to Corning of complaints regarding externally visible shortcomings within seven (7) days after delivery.

The foregoing warranty is conditioned on satisfaction of each of the following: (i) all claims regarding Non-Conforming Goods must be made in writing to Corning (with appropriate unused samples, to the extent available, in such amounts as Corning reasonably requests) not later than 12 months after the date of delivery of the goods; and (ii) the Non-Conforming Goods shall have been maintained by Buyer in accordance with standard industry practice and any instructions provided by Corning; and (iii) the Non-Conforming Goods shall not have been damaged, altered, or otherwise harmed by Buyer or any third party; and (iv) the Non-Conforming Goods shall have been used properly in accordance with standard industry practice and any instructions provided by Corning. Corning makes no warranty against and shall not be liable regarding any damage to goods, operated or maintained negligently in any manner or otherwise not due to Corning’s fault. Corning shall be allowed a reasonable period to investigate any claim relating to Non-Conforming Goods and shall be given access to Buyer’s relevant records and data for this purpose.

Buyer acknowledges and agrees that it is relying on its own skill and judgement as to suitability of all goods supplied by Corning for any particular purpose or for use under any specific conditions. Corning disclaims any warranty or responsibility relating to any design made, furnished or specified by Buyer.

THIS WARRANTY CONSTITUTES THE SOLE GUARANTEE OR WARRANTY RELATED TO THE GOODS PROVIDED BY CORNING, AND IS IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL OR IMPLIED), INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR LIABILITY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

7. Corning's Liability: Except when and in so far as something else otherwise ensues from the provisions of imperative law concerning product liability, Corning shall not be liable for and is not obligated to indemnify Buyer for any damage, of whatever nature, to any property (tangible or intangible) caused directly or indirectly by or connected with any goods supplied by or on behalf of Corning or being caused directly or indirectly by or being connected with any use or any application or operation of such goods. Corning’s liability to Buyer is at all times limited to the provision of a free replacement or repair of any Non Conforming Goods or the refund of the purchase price attributable to the goods as to which a claim is made. IN NO CASE WILL CORNING BE LIABLE TO BUYER, OR TO ANY THIRD PARTIES, FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGE OR DAMAGES, INCLUDING WITHOUT LIMITATION THE LOSS OF CAPITAL, USE, PRODUCTION OR PROFITS, ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF CORNING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR DAMAGES. Without prejudice to the provisions otherwise specified in this Clause, every claim for damages lapses one year after the damage has manifested itself or has been discovered or has been recognised or reasonably could have been expected to have been discovered or recognised, and, in all cases, twelve months after delivery.

8. Patent Warranty: With regard to intellectual property and other proprietary rights, Corning’s sole liability and obligation shall be to defend Buyer from and against any claim asserting that (i) goods provided by Corning (in the form provided by Corning) infringe a validly issued patent , or (ii) goods provided by Corning (in the form provided by Corning) when used for their normal intended purposes infringe a validly issued patent. Corning makes no warranty with respect to patents covering composite structures or systems into which any goods provided by Corning may be incorporated by Buyer. Buyer assumes all liability for and will hold Corning, its employees and agents, harmless from any and all patent or trade secret liability in connection with any products manufactured to Buyer’s designs or specifications or specifically designated by Corning or its supplier to meet Buyer’s requirements. Corning’s liability hereunder shall be limited to an amount equal to the total value of the goods that are the subject of the claim that were purchased by Buyer from Corning in the two-year period prior to the date the claim is first filed against Buyer.

9. Tools and Made to orders: The charges listed for tools herein, if any, are based on the manufacture of goods in the quantities specified by Buyer’s order. Unless changes are made in design, specifications, etc., a charge for tools will be made on the first order only. Corning retains title to all tools and will keep them in repair and make necessary replacements without additional charge. Tools may be scrapped three (3) years from the date of the last order unless special arrangements are made.

Made to orders are orders for non standard goods, specifically designed and manufactured for Buyer or Buyer’s customer(s). In case of made to orders, Buyer shall be obliged to purchase the whole manufactured quantity, even if this does not correspond to the quantity ordered, providing the difference shall not exceed plus or minus 15%. Corning is not obliged to accept return shipment of made to orders.

10. Intellectual Property: All rights in the design of the goods and all intellectual property rights existing or coming into existence in relation to the goods are wholly owned by Corning.

11. Handling: Buyer assumes all risks and liabilities arising from the loading, unloading, discharge, storage, handling and use of the goods, including the use of such goods alone or in combination with other substances. Buyer assumes full responsibility for compliance with all applicable laws, regulations and rules governing the loading, unloading, discharge, storage, handling and use of the goods.

12. Packaging: Only durable packaging, provided that it is in good and usable condition, can be taken back by Corning against cost price and only on the condition that (i) this packaging is specified separately at cost price either on the delivery documents or on the invoice and (ii) Buyer certifies to Corning that such packaging has not been contaminated by chemicals, biological agents or radioactivity.

If the durable packaging is returned clearly in a poorer state than when it was used for the loading of the shipment to the Buyer, then Corning is entitled to request compensation from Buyer. Buyer is not entitled unilaterally to deduct the value of the packaging or any other amount relevant to the packaging from the amount owed to Corning.

Upon request by Buyer, and subject to Corning’s approval, plastic pallets may be taken back by Corning at a charge to be agreed by the parties.

13. Waster Electrical and Electronic Equipment: The Buyer shall exclusively finance the collection and delivery of waste electrical and electronic equipment (WEEE) to the recycler’s address specified by Corning, as required by the Directive 2002/96/EC and applicable national law. This clause applies to all new electrical and electronic equipment (EEE) put on the market by Corning after 13 August 2005 (known as new WEEE), as well as all EEE put on the market before 13 August 2005 (known as historic WEEE) which becomes waste as a result of a purchase of new EEE from Corning after August 2005.

If the Buyer resells the EEE to a Customer, the Buyer will ensure that this clause in its entirety is included in the contractual arrangements governing the sale to the Customer. The Buyer agrees to indemnify and keep indemnified and hold harmless Corning and B2BWEEE-Scheme from and against all costs and expenses which B2BWEEE-Scheme incurs or suffers in the UK, or Corning incurs or suffers in another Member State, as a result of a direct or indirect breach or negligent performance or failure in performance by the Buyer of its obligations in this clause.

14. EXPORT LICENSING: THIS CONTRACT IS SUBJECT TO THE PROVISOS: THAT REQUIRED EXPORT LICENSES HAVE BEEN GRANTED OR THAT THERE ARE NO OTHER IMPEDIMENTS ARISING FROM ANY APPLICABLE EXPORT REGULATIONS; AND THAT ANY GOODS SOLD TO BUYER WILL NOT BE EXPORTED OR RE-EXPORTED BY BUYER UNLESS SUCH EXPORT OR RE-EXPORT COMPLIES FULLY WITH ALL APPLICABLE EXPORT REGULATIONS.

15. Contract Suspension: If Buyer is in default of any material provision of this contract (including the failure to make any payment when due or a failing to purchase the agreed upon commitments of goods), and such default is not cured within thirty (30) days after written notice is provided by Corning, then Corning may at its option suspend its performance under this contract until Buyer cures the default. The rights granted under this Clause are in addition to any other rights, claims or damages that Corning may have at law.

16. Force Majeure: If the performance of this contract or of any obligation hereunder, other than the payment of any money, is prevented, restricted or interfered with by reason of any act of God, civil disorder, industrial dispute, governmental act (including by statute, rule, regulation, order or requisition), war, or any other cause not within the control of a party hereto, then either party shall be entitled to terminate this contract upon written notice to the other.

17. Confidentiality: Buyer and Corning each agree that all confidential commercial (including all pricing) and technical information provided hereunder to one party by the other (which the transmitting party designates in writing as being confidential) will be kept confidential by the receiving party using the same standard of care as the receiving party uses to protect its own similar confidential information, though not less than a reasonable standard of care; and shall not be sold to or disclosed in any other manner to any third party by the receiving party. The preceding sentence shall not apply to: (a) information which at the time of disclosure hereunder is in the public domain; (b) information which after disclosure hereunder is published or otherwise becomes part of the public domain through no fault of the receiving party; or (c) information which the receiving party can document through written records as having been in its possession at the time of its disclosure. The obligations under this Clause shall survive for a period of twenty-four months from completion of delivery.

18. Reservation of Title: Risk of loss associated with the goods shall pass to Buyer on specified delivery terms, but neither legal nor equitable title to any goods shall pass to Buyer until Corning has received payment from Buyer of the full purchase price for those goods. For any goods resold by Buyer before Corning has received full payment for those goods, Buyer hereby assigns to Corning (and Corning hereby accepts the assignment of) all claims which Buyer may have arising from that resale, up to the amount due and owing to Corning. Should Buyer fail to make payment for any goods when payment is due, Corning is then entitled to retake possession of the goods at Buyer’s expense.

19. Data Protection: Corning shall only process personal data of Buyers in accordance with its Privacy Statement as provided on Corning Life Sciences web pages. Corning will take into account applicable data protection law.

20. Governing Law: This contract shall in all respects be construed and operate as a Dutch contract in conformity with Dutch law. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 shall not apply to this contract.

21. Arbitration: Any dispute between the parties arising from the execution of or in connection with this contract (including any termination thereof) shall first be discussed through friendly negotiations for a period of at least 30 days. If the parties are unable to resolve the dispute amicably, either party may submit the dispute for arbitration to the International Chamber of Commerce whose proceedings shall be conducted in English in accordance with the Rules of Conciliation and Arbitration. The venue of any such proceedings shall be Amsterdam, the Netherlands. Notwithstanding the preceding sentences of this paragraph, in the event of a dispute resulting from Buyer’s refusal to pay Corning’s invoice for Goods delivered to Buyer, Corning may submit that dispute to a competent court in the Netherlands.

22. Miscellaneous: This contract is not assignable by either party without the prior written consent of the other. This contract shall bind and inure to the benefit of the successors and permitted assigns of the parties, in particular Corning will be authorised to assign, transfer or otherwise dispose of its rights and obligations under this contract to its Affiliates. For purposes of this contract, “Affiliate” means any entity that controls, is controlled by, or is under common control with Corning.

Either party may cancel with written notice the whole or any part of this contract in the event of insolvency, bankruptcy, reorganisation, or liquidation proceedings involving the other. In the event that either party fails to perform any term herein and the other party does not enforce that term, the other party has not thereby waived its rights to do so in the future.

Buyer agrees to pay or reimburse Corning for any VAT, sales, use or similar taxes (including interest and penalties, but excluding tax on Corning’s net income) arising from the sale of goods hereunder.

If any provision of this contract is held invalid or unenforceable, the remaining provisions shall not be affected thereby, and the parties shall in good faith attempt to amend this contract to eliminate such invalidity or unenforceability. The terms and conditions set forth herein constitute the entire agreement between us with respect to the sale of the goods.

Corning explicitly reserves the right to change, alter, modify or add to these Conditions of Sale at any time.

Corning B.V. has its registered office at (1119 NE) Schiphol-Rijk, The Netherlands, Koolhovenlaan 12 and is registered with the Chamber of Commerce in Amsterdam under number 34127518. Corning’s VAT identification number is NL808694443B01 Please have all correspondence relating to a contract or these Conditions of sale go through the abovementioned postal address or by electronic means via clseuweb@corning.com. Our Corning Help Desk can be contacted on working days between 8h30 and 16h30. Corning pursues to respond to emails within 4 to 8 business hours after receipt.

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