Terms and Conditions

Terms and Conditions

Terms and Conditions

I. Scope of Application, Contract Formation, Terms of Contract

  1. These General Terms and Conditions of Sale (“GTC”) govern the sale of products (“Products”) and, as the case may be, the provision of associated services (“Services”) by Corning B.V. (“Corning”) to any entity operating as a business which places an order for such Products and/or Services (“Customer”). The general terms and conditions of Customer shall only apply if Corning confirms their applicability in writing. 
  2. Offers and quotations made by Corning are non-binding. A binding contract (“Contract”) is concluded when (i) Corning issues a written acceptance of Customer’s order (“Order Confirmation”), or (ii) in the absence of an Order Confirmation, if and when the Products and/or Services are delivered. 
  3. These GTC constitute, along with the Order Confirmation, the entire Contract between Corning and Customer with respect to the sale of Products and the provision of Services. 
  4. Any changes, alterations, amendments or additions to the Contract shall not be binding unless such changes, alterations, amendments or additions have been accepted in writing by Customer’s and Corning’s respective duly authorized representatives.
  5. These GTC may be modified from time to time by Corning, by written notice to Customer. Such modifications shall be binding upon Customer with respect to all purchase orders placed after the date of such notification. 

 

II. Delivery, Risks and Title Transfer

  1. Unless otherwise provided in Corning’s Order Confirmation, this is an FCA (Incoterms® 2020) Corning’s premises delivery (hereinafter “Delivery”). 
  2. All risks associated with the Products shall transfer to Customer upon Delivery.
  3. Unless Delivery date of the Products / time of performance of the Services has been explicitly agreed as binding between Customer and Corning in writing, such date is set forth in the Order Confirmation for indicative purposes only (“Projected Date of Delivery”). For the sake of clarity, if the Projected Date of Delivery is not met, Customer shall have no right to cancel the Contract and Corning’s liability for delay shall be excluded. 
  4. If Delivery of Products is unduly postponed at the request of Customer or due to Customer’s delay or failure to collect the Products, Customer shall reimburse Corning for any extra costs incurred such as, without limitation, storage costs. 
  5. Retention of Title
    5.1. Title to the Products delivered by Corning shall pass to Customer upon receipt of full payment of the purchase price of these Products. Should Customer fail to make payment for the Products when payment is due, Corning is then entitled to retake possession of these Products at Customer’s expense
    5.2. As long as title to the Products belongs to Corning, Customer is obliged to maintain the Products with due care. Customer shall notify Corning without undue delay of any seizure of the Products or other intervention by third parties affecting the Products, and of any loss, damage or destruction.
    5.3. Customer has the right to sell the Products in the ordinary course of business as long as Customer does not fail to make payment for the Products when payment is due. Customer is not entitled to use the Products as security for any claims of third parties. Customer hereby creates an undisclosed pledge (stil pandrecht) on all claims Customer has or may have against third parties arising from that resale as security for all the monetary claims that Corning has or may have against Customer. Customer shall notify the third party/parties (purchaser(s)) about this pledge immediately upon the sale of the Products. The foregoing is notwithstanding the right of Corning to notify the third party/parties directly about the pledge. However, until any other instruction is given by Corning, Customer is exclusively entitled to collect the purchase price from the third party/parties involved. Corning is only entitled to collect the purchase price upon Customer being in default of its payment obligations towards Corning.
    5.4. If the Products are modified or converted by Customer, Customer shall act on behalf of Corning. If other goods are combined with the Products delivered, Corning holds joint title proportionate to the value of the Products as compared with the value of the other goods. In addition, with regard to the modified or converted goods, the same rules shall apply as in case of the sale of the Products to third parties. In case of a joint title, the fraction of the pledged purchase price shall be equal to the co-owned fraction in the joint title. 

 

III. Pricing, Payment Terms, Payment Delays and Defaults

  1. Prices include Corning standard packaging. Prices are net prices. Any VAT, sales, use or similar taxes (including withholding taxes but excluding tax on Corning’s net income) arising from the sale of Products and/or the performance of Services shall be borne by Customer. 
  2. Corning shall be entitled to invoice Customer on the earlier of the date of Delivery, the date when Corning notifies Customer that it is ready to ship or the date of shipment of the Products and, with respect to Services, on the date of performance of the Services.
  3. Unless otherwise provided in Corning’s Order Confirmation, payment shall be made in euro and shall be due and payable within thirty (30) days after the date of Corning’s invoice.
    For any new customer and/or in case of payment incident and/or of substantial deterioration of Customer’s financial condition, Corning reserves the right to request anticipated payment of outstanding invoices and/or advance payment for any new order and/or suspend the fulfillment of its contractual duties until Customer provides satisfactory security. Corning may cancel or suspend accepted orders if Customer does not comply with such demand in a timely manner.
  4. Failure to pay an outstanding invoice when due entails, without any notice, the following consequences:
  • all other invoices issued to Customer become immediately payable;
  • any discount or rebate agreed and not settled yet by Corning shall be automatically cancelled;
  • accrual of interest for late payment calculated on the basis of the interest rate applied by European Central Bank at its most recent refinancing operation increased by ten (10) points of percentage
  • the right for Corning to suspend the performance of, or to cancel, any order and to reject or postpone any new order issued by Customer;
  • application of the lump-sum compensation for recovery costs in the amount of forty (40) euro. 

By way of guarantee for payments owed by Customer, it is expressly agreed with Customer that Corning shall be subrogated into the rights of Customer with respect to all sums or indemnities that could be owed to Customer for any reason whatsoever, and particularly related to insurances, up to the amount of the price of the Products delivered and unpaid.

The present clause is without prejudice to any other claim or remedy as may be available to Corning pursuant to applicable law.

 

IV. Warranty

  1. Inspection, complaints and repair
    1.1. Promptly upon Delivery Customer shall inspect the Products supplied, the quantity and the type of Products, as well as the packaging, for any errors, shortcomings and/or damage. Any shortcomings in quantity and types, visible defects and/or damage to the Products delivered, as well as to the packaging, shall be reported by Customer on the transport document or the delivery note (with a copy to Corning), on forfeiture of the right to complain in this respect.
    1.2. Any complaint shall be filed as soon as possible, but in any event within seven (7) calendar days from Delivery of the Products or performance of the Services, in writing and accurately stating the nature of and the ground for the complaints, otherwise Customer shall be deemed to have accepted the Products delivered or the Services performed.
    1.3. The provisions of the foregoing clauses shall not affect Customer’s statutory rights in the event of hidden defects to the Products delivered. Customer shall be under an obligation to report GENERAL TERMS AND CONDITIONS OF SALE Page 2 of 3 any hidden defects in writing to Corning within seven (7) calendar days of the date on which they have, or reasonably could have, been established, on forfeiture of its rights in that respect.
    1.4. Putting the Products into operation or otherwise using the Products shall be deemed to constitute acceptance.
    1.5. A complaint shall not entitle Customer not to perform its (payment) obligations or to invoke suspension or setoff.
    1.6. In the event of a complaint Corning will be allowed a reasonable period to investigate any (warranty) claim and Customer shall render its co-operation in an investigation, including access to Customer’s relevant records and data for this purpose.
    1.7. In case a complaint is justly filed, Corning shall be – at its own choice – solely obliged to deliver the missing Product, replace the defective Product, repair the defective Product, take the Product back and credit Customer for the relevant invoice amount, reperform the Services or refunding the Service-price. In no event shall Corning be under any other obligation whatsoever, including any obligation to pay any other costs and/or damages such as costs for de- or reinstallation, or transportation.
    1.8. Non-conforming Products may not be returned to Corning unless accompanied by Corning’s Return Material Authorization.
  2. Warranty
    2.1. Customer is a professional, having full knowledge of the Products and their use and has the proper skill and judgement to assess the suitability of a Product for any particular purpose, including but not limited to when Products are adapted, designed, manufactured according to design and/or specifications provided directly or indirectly by Customer.
    2.2. A warranty period of twelve (12) months applies to all Products and Services. In case the Product has an expiration date and its date of expiration is prior to the expiry of the twelve (12) months period, the warranty shall remain in force only until the Product’s date of expiration. The warranty period commences, for Products, at the time of Delivery of the Products, and for the Services, at the time of performance of the Services.
    2.3. Corning warrants that upon Delivery the Products satisfy the requirements of quantity and quality as shown by the written order confirmation and the applicable product specifications.
    2.4. Corning only warrants that it shall perform the Services (if any) in a reasonably professional and diligent manner.
    2.5. No warranty applies to Products that have not been stored, maintained, installed, used or operated in compliance with Corning’s written instructions, prevailing industry standards, and applicable law or if Products have been altered or modified and this is the cause of the non-conformity. No warranty applies with respect to fitness for a particular purpose. No warranty or representation or guaranty is made by Corning as a result of the delivery of any sample, prototype, product information sheet, sale or marketing material, custom, trade practice, or statement by a representative of Corning. No warranty shall be given as to any non-conformity that arises as a result of Corning following any drawing, design or specification supplied by Customer or as to Products that differ from the specification as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements.

 

V. Intellectual Property

  1. All intellectual and industrial property (together “Intellectual Property”) rights existing or coming into existence due to the design, manufacture and marketing of the Products and/or the performance of the Services by or for Corning shall be owned by Corning.
  2. 2.1. With regard to third-party Intellectual Property rights, Corning solely warrants (subject to the terms set out in clause V.2.2.) that the manufacture of the Products by Corning and the specifications of the Products do not infringe third-party Intellectual Property rights in the countries of the European Union. The parties shall notify each other promptly in writing if they are sued for infringement of any such rights.
    2.2. Claims for infringement of third-party Intellectual Property rights are excluded if the infringement was due to (i) the use of the Products in practice as a part of or in conjunction with any other products/devices, parts, processes or methods of the Customer; (ii) instructions and requirements (regarding, inter alia, the specifications or design) prescribed by the Customer; (iii) the use of the Products by the Customer or its customers in practice in a manner inconsistent with the Contract or specifications; (iv) any unauthorized modification of the Products; and/or (v) use of the Products after receiving notice of an (alleged) infringement of third-party Intellectual Property rights.
    2.3. Subject to clauses V.2.2. and V.3. in the event that with respect to any such third-party claim for infringement it is finally determined by the applicable court of law that the Products infringe the Intellectual Property rights of such third party, Corning will, at its election and expense, modify or replace the Products such that they no longer infringe such third-party rights and continue to function and operate as the Products originally would have (i.e. if they had not infringed such third-party Intellectual Property rights), or obtain a license enabling the Customer to use the Products. If Corning is unable to do either of these things within a reasonable time, the Customer may terminate the Contract or claim a reasonable reduction of the purchase price. Claims for damages other than those governed by clause VI of these GTC are excluded. 
  3. Customer shall indemnify and hold harmless Corning, its affiliates, officers, employees, agents, successors, directors, shareholders, and assignees (“Corning Indemnitees”) from and against any and all losses, claims, demands, liabilities, damages, judgements, penalties, costs and expenses (including attorney and accounting fees) that Corning Indemnitees may incur as a result of (i) Customer’s failure to perform Customer’s obligations under the Contract and/or (ii) an assertion or claim that Customer’s use or modification of a Product or the sale of any product produced by Customer using a Product, or a Product manufactured to Customer’s designs or specifications or specifically designed by Corning or its supplier to meet Customer’s requirements infringes, violates or otherwise misappropriates any third party’s Intellectual Property or other proprietary right. 

 

VI. Liability

  1. Except in the event of intentional act, gross negligence, willful misconduct or fraud on Corning's part, Corning shall in no event be liable for any damage suffered by Customer. Furthermore, any liability that remains is limited to direct damages and the price of the Products/Service that give rise to the liability. 
  2. All types of damages other than direct damages are excluded, which - for example - include, but are not limited to indirect damage, consequential damage including loss of profit, loss of capital, loss of production, business interruptions, non-material damage, business or environmental damage, damage as a result of liability to third parties, punitive damages, etc.
  3. Customer is obliged to notify Corning promptly as soon as Customer receives knowledge of any accident, or incident involving Corning's Products which could result in personal injury or damage to property, or another form of liability of Corning.
  4. Customer is obliged to fully cooperate with Corning in any investigation and determination of the cause of such an accident or incident. An investigation by Corning will not indicate or be interpreted as an assumption of any liability by Corning. 
  5. Any right for Customer to a claim expires after twelve (12) months of revelation of the harmful event.
  6. Corning’s Products are intended for limited uses, as is specified for a particular Product in Corning’s catalog and on the Product’s label. Customer acknowledges that, except if and to the extent expressly specified otherwise in writing, Corning has not tested Products for safety and efficiency in food, drug, medical device, cosmetic, commercial or any other use. If Customer intends to use the Products for any use other than the use(s) specified for a particular Product in Corning’s catalog and on the Product’s label, Customer expressly represents and warrants that Customer will properly test, use, manufacture and market any Products purchased from Corning and/or materials produced with such Products in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws. GENERAL TERMS AND CONDITIONS OF SALE Page 3 of 3 

 

VII. Confidentiality

  1. If Customer and Corning have previously executed a non-disclosure agreement governing the transactions anticipated by these GTC (the “NDA”), then the NDA shall apply mutatis mutandis to the transactions undertaken pursuant to these GTC. 
  2. If no NDA exists, then Customer and Corning each agree that:
    (i) All information provided hereunder to one party by the other party, which the disclosing party has designated in writing as being confidential, will be kept confidential by the receiving party using the same standard of care the receiving party uses to protect its own 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; and shall only be used by the receiving party for the purpose of performing its obligations hereunder. 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.
    (ii) Legal obligations or obligations imposed by a governmental or regulatory authority to disclose information remain unaffected; to the extent allowed under applicable law, the receiving party shall inform the disclosing party before disclosing confidential information on that ground, will furnish only that portion of the confidential information which is legally required, and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to the confidential information.
    (iii) Customer will not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of any products, samples or prototypes provided by Corning.
  3. The obligations under this clause shall survive for a period of five (5) years from Delivery of the Products or provision of the Services, whichever is later. 

 

VIII. Export Licensing

Fulfilment of the Contract by Corning is expressly conditional upon the following: (i) any and all required licenses, authorizations and/or formalities under applicable export and sanctions regulations have been granted/fulfilled; (ii) there are no impediments to Corning’s performance arising from any applicable export and/or sanctions regulations; and (iii) Customer warrants the Products will not be exported, re-exported, or transferred by Customer unless such export, re-export, or transfer complies fully with all applicable export and sanctions regulations. Customer agrees to indemnify Corning from and against any claims, costs, penalties, fines, or other direct or indirect losses incurred by Corning as a result of Customer’s failure to comply with this clause, and Corning shall have no liability of any kind to Customer under the Contract in the event Corning is unable to perform due to the failure of one or more of the foregoing conditions.

 

IX. Force Majeure

If Corning’s performance is prevented, restricted or interfered with due to events that constitute a substantial impediment to the performance such as inclement weather, fire, flood, earthquake or other natural disasters, strikes, lock-outs, governmental acts, civil disorder, terroristic acts, disruptions of business or transport, shortage of raw material or energy, cyberattacks, pandemic, communicable disease outbreak or epidemic, or any other cause not within the control of Corning, Corning shall be excused from such performance for the duration of such impediment plus an adequate start-up time. If the delays caused by such impediments exceed a period of ninety (90) days, either party shall have the right to terminate any order affected by such delays. The statement of termination must be in writing. Unless otherwise provided by applicable mandatory law any right to claim compensation and/or indemnification shall be excluded.

 

X. Governing Law

This Contract shall in all respects be construed and operate as a Dutch contract in conformity with Dutch law, excluding any of its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall not apply to the Contract.

 

XI. Dispute Resolution

Any dispute between the parties arising from the execution of or in connection with this Contract (including its existence, validity or termination) shall be submitted exclusively to the competent court of Amsterdam, The Netherlands.

 

XII. Order Cancellation; Contract Suspension and/or Termination

  1. An order may not be cancelled, rescheduled or reconfigured by Customer without the prior written consent of Corning, and, in such event, Customer will be liable to Corning for any additional costs and expenses incurred by Corning, including but not limited to, the price of Product delivered or held for disposition, the price of Services already performed and the work in progress. 
  2. If Customer is in default of any material provision of this Contract (including the failure to i) make any payment when due or ii) purchase the agreed upon quantity of Products), then Corning may suspend its performance under the Contract until Customer cures the default. Corning may also terminate the Contract as of right if Customer fails to cure the default within thirty (30) days upon receipt of a written notice from Corning demanding remediation. The rights granted under this clause are in addition to any other rights, claims, remedies or damages that Corning may have at law. 

 

XIII. Miscellaneous

  1. Made to Orders. Orders for non-standard products, specifically designed and/or manufactured at Customer’s request, are known as “Made To Orders”. In case of Made To Orders, Customer shall be obliged to purchase and pay the whole manufactured quantity, even if this does not correspond to the quantity ordered, provided the difference shall not exceed plus or minus fifteen percent (15%). Made To Orders cannot be cancelled by Customer and Products manufactured for Made To Orders cannot be returned by Customer (unless they are non-conforming Products or Customer indemnifies Corning by paying the full price of the Made To Order).
  2. Other than any payment obligations, Customer may not assign or transfer any or all of its rights or obligations under the Contract without the prior written consent of Corning.
  3. The right of Customer to offset payment is restricted to counterclaims that are either undisputed or confirmed by a legally binding court order. Customer's right to withhold payment is restricted to counterclaims resulting from the Contract and can only be exercised if and when such counterclaims are either undisputed or confirmed by a legally binding court order.
  4. If any provision of the Contract is held invalid or unenforceable, the remaining provisions shall not be affected thereby. The parties shall replace the invalid or unenforceable provision by a valid provision corresponding as close as possible to the legal and economic purpose of the invalid provision.

 

January 1, 2026

Corning B.V.
Paid-up capital: 20 000 € – CCI Number at Netherlands Chamber of Commerce: 34127518 – VAT: NL 808694443B01
Registered Seat: Amsterdam – Office Address: Fogostraat 12, 1060
LJ Amsterdam, The Netherlands Germany
WEEE numbers:
Germany: DE 76492331
France: FR030567_05DDEV
Switzerland: VP11567
Spain: 7695
United Kingdom: MM3649AA