Ascent™ FBR Services Terms and Conditions

Ascent™ FBR Services Terms and Conditions

For Ascent Terms and Conditions of Sale click here

The terms and conditions contained herein shall apply to all quotations and offers to provide services for and related orders for services accepted by Corning Incorporated’s Life Sciences Division (“CLS”) for the Ascent™ FBR System (the “System”). CLS’ terms and conditions of sale for the System shall apply to all quotations and offers to sell and purchase orders accepted by CLS for the System and the standard terms and conditions of sale set forth at https://www.corning.com/worldwide/en/products/life-sciences/support-main/terms-and-conditions.html shall apply to all quotations and offers to sell and purchase orders accepted by CLS for the System consumable products.

CLS’s acceptance of any proposal to provide services to the buyer identified on the acknowledgement or quotation to which these terms relate (hereinafter, such buyer is referred to as “you”) is expressly made conditional on the terms and conditions as set forth herein, irrespective of whether you accept them in writing, by implication or by acceptance of and payment for the services provided hereunder. There terms and conditions shall govern the contractual arrangement entered into between CLS and you with respect to such services to the exclusion of any terms or conditions proposed by you.

  1. Scope of Services. You understand that the scope of services to be provided by CLS will be limited to those services as described in the quotation or offer provided by CLS and to which these terms and conditions relate (the “Services”), and that CLS will not be obligated to provide any other services or products unless a separate contract is agreed upon.  Unless expressly set forth in such quotation or offer, the Services do not include any spare parts, consumables, or other similar materials required to complete the Services, and you shall provide any such materials at your own cost and expense.  You will be responsible, at a rate reasonably determined by CLS, for any delays caused by lack of such materials. 
  2. Access to the Site and Equipment. You shall provide the designated personnel of CLS access to the System and the area in which the System is located, and shall take responsibility for ensuring that the area is safe and suited for the performance of Services.  The area where the designated personnel of CLS will work shall be free of any other personnel.  You shall ensure that the System and area where the System is located are accessible and fully available during the entire time the Services are to be provided, and you will be responsible, at a rate reasonably determined by CLS, for any delays caused by lack of access to the System or required areas.  It is your responsibility to ensure that the area accessed by the designated personnel of CLS is clean and decontaminated and that, following completion of the Services, no decontamination of the designated personnel of CLS or their tools and equipment will be required. Any precautions required to avoid microbiological or chemical risk to the designated personnel of CLS or their tools and equipment should be taken by you.  You will communicate all specific risk and safety measures that must be followed onsite at least four (4) weeks prior to the performance of the Services.  CLS reserves the right to refuse to perform any Service (and shall not be liable for such refusal) if it determines, in its reasonable discretion, that the area in which the Services will be performed presents a risk to its designated personnel.
  3. Prices. Unless otherwise stated in writing by CLS, all prices quoted shall be exclusive of insurance, taxes, customs fees, duties, and other charges related thereto, and you shall report and pay any and all such charges and hold CLS harmless therefrom. Prices quoted relate only to the Services and do not include intellectual property, industrial property, or patent rights of any kind. Corning Life Sciences reserves the right to increase prices with thirty (30) days advance notice.
  4. Termination or Change. You may not terminate, suspend performance, reschedule or cancel delivery or issue a “hold” order for the Services in whole or in part, without CLS’s prior written consent.
  5. Payment Terms. Unless otherwise indicated on the face of this order acknowledgement, you shall pay the invoiced amount within thirty (30) days from the date of CLS’s invoice. CLS may exercise an option to assess an interest charge of up to 2.5% p.a. above the current prime rate quoted by Citibank, N.A. in New York City, New York (but not to exceed the maximum lawful rate). Unless otherwise agreed, prices shall be quoted and invoices shall be paid in US currency.
  6. Taxes. Any tax or related charge that CLS shall be required to pay to or collect for any government in connection with the Services, including, without limitation VAT, sales tax or use tax (though excluding tax incurred based on the net income of CLS) will be billed to you and paid by you.
  7. Warranty. CLS shall perform the Services work in a reasonably professional, diligent, safe and careful manner in accordance with the applicable quotation or offer.  In the event that the Services do not conform to the foregoing warranty and a claim to such effect is brought within three (3) months of the date of performance of the relevant Service, CLS will, upon your request and as your sole remedy therefor, repeat at CLS’ own cost and within a reasonable time any and/or all parts of the Services affected by such non-conformance.  The warranty and remedies provided in this paragraph shall apply to the exclusion of any other warranties (express or implied, including the warranties of merchantability and fitness for a particular purpose) or remedies that might otherwise be available under applicable law. No warranty or representation or guaranty is made by CLS 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 CLS.   The warranties set forth herein are conditioned upon and as a condition precedent to CLS’ obligation to perform the Services, the System must have been inspected, accepted, handled, stored, released, serviced, used, and otherwise cared for in accordance with its instruction manual, prevailing industry standards, and applicable law.   
  8. Limitation of Liability. In no event will CLS be liable to you or any other party, under any circumstances, for any special, consequential, indirect or punitive damages such as loss of capital, loss of use, substitute performance, loss of production, loss of profits, loss of business opportunity, or any other claims for damages, even if such losses or damages are reasonably foreseeable. CLS’ maximum liability for all damages arising hereunder or relating to the Services, regardless of the cause of action or the basis or type of liability, is limited to an amount not to exceed the price for the Services paid by you to CLS.
  9. Government Subcontract. If this contract is a subcontract under a United States government prime contract, CLS accepts only those terms and conditions that are required to be included in subcontracts entered into by you with respect to such United States government prime contract and no others. CLS accepts no terms or conditions with respect to adjustment of price, patent warranty or licenses, warranty, limitation of your liability, or special tooling except as appear herein or where the subject of a separate letter agreement that has been duly executed by an authorized officer of CLS.
  10. Force Majeure. If by reason of fire, earthquake, flood, explosion, accident, strike, slow-down, lock-out or other difference with or inability to secure workmen, lack of material, lack of facilities, equipment failure, Act of God, act of any public enemy, war, terrorism, voluntary or involuntary compliance with any valid or invalid order, regulation, law or request or recommendation of any government agency or authority, lack of transportation facilities, pandemic, disease outbreak, or other cause beyond the reasonable control of CLS whether or not of the kind hereinbefore specified, CLS is delayed in performing any of its obligations such delay shall be excused during the continuance and to the extent of such cause.
  11. Choice of Law. These terms and transactions contemplated hereunder shall be governed by the laws of the State of New York, without regard to its conflicts of laws principles.