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 CHECKING THE “I HAVE READ AND ACCEPT” BOX 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 CHECK THE “I HAVE READ AND ACCEPT” BOX.

  1. Definitions. “Extranet“ means the limited access internet web site presently found at 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. 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 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 ? 2001. 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 nonenforcement 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.

Conditions of Sale

These General Conditions of Sale have been filed with the Chamber of Commerce of Amsterdam under No 34127518

 
1. Acceptance.No binding contract shall exist or be deemed to exist until Corning B.V. (hereinafter, ·b style='mso-bidi-font-weight:normal'>Corning· dispatches a written acceptance of Buyer order (·b style='mso-bidi-font-weight:normal'>Order Confirmation·.

2. Terms of Contract. Unless otherwise confirmed by Corning in writing, these Conditions of Sale and the Order Confirmation constitute the entire contract between the Buyer and Corning with respect to the sale of the products. No changes to the contract shall be accepted without the written consent of an authorised representative of Buyer and Corning (notwithstanding anything to the contrary in Buyer? order or supporting documentation). Any additional typed and/or written terms and conditions contained in any documentation exchanged between Corning and Buyer shall be for administrative purposes only, i.e. to identify the types and quantities of products to be supplied, line item prices, delivery schedule, and other similar ordering data.

3. Delivery.Unless otherwise provided in Corning? Order Confirmation, this is an ExWorks delivery, according to the version of the Incoterms? in force at the time of conclusion of the contract (hereinafter ·b style='mso-bidi-font-weight:normal'>Delivery·. All risks associated with the products shall transfer to Buyer upon Delivery. Delivery dates shall be as set forth, for information only, in the Order Confirmation.

4. Invoicing and Payments Terms.Corning shall be entitled to invoice the Buyer upon Delivery, and payment shall be due and payable within 30 days after the date of Corning? invoice. If Corning has agreed to postpone Delivery upon Buyer? request, Corning may invoice Buyer for the products when Corning is ready to ship and Buyer will reimburse Corning for any storage costs incurred.

5.Payment Delay or Default.In case of Buyer? delay or failure to pay any outstanding invoice when due, then, without prejudice to any other claim or remedy as may be available pursuant to applicable law, and without the need for any formal notice: (i) interest shall accrue on any outstanding payment at a rate equivalent to EURIBOR+2%, and (ii) any discount or rebate agreed and not settled yet by Corning shall be automatically cancelled.

6. Retention of Title. Title to any products delivered by Corning shall pass to Buyer upon receipt of payment of the full purchase price of the products. For any products resold by Buyer before Corning has received full payment for those products, Buyer hereby, to the extent relevant in advance (bij voorbaat), assigns to Corning (and Corning hereby accepts the assignment of) all claims which Buyer may have or acquire arising from that resale. Should Buyer fail to make payment for any products when payment is due, Corning is then entitled to retake possession of the products at Buyer? expense or to inform the Buyer? customer of the assignment in order to obtain payment directly from Buyer? customer. If, in such event, the amount directly received by Corning from Buyer's customer is in excess of the amount due and owing by Buyer to Corning, Corning shall refund to Buyer such excess amount. Buyer shall cooperate with, and provide all necessary information to, Corning, to effect this assignment.

7. Manufacturing. Corning reserves the right to manufacture or have-manufactured the products in any location.

8. Inspection and Warranty.

8.1 Inspection.Buyer shall have eight (8) calendar days from Delivery to inspect the products and notify any non-conformity in writing. Buyer shall not be entitled to make any claim relating to physical damage and/or to, quantity, weight, packaging or loss of the products after such time.

8.2 Warranty. Corning warrants only that the products delivered to Buyer pursuant to this contract shall conform to Corning? published specifications. Such warranty shall remain in force for the Warranty Period, that is to say : (a) in the case of plastic laboratory consumables and laboratory equipment, for a period of 12 months from the date of Delivery ; or (b) in the case of chemical and biological products, for a period up to the expiration date, as evidenced on the product. Corning shall not be liable for any latent or other defects that appear after the Warranty Period.

Remedy. If the products do not conform to the foregoing warranty (?on-Conforming Products·, Corning will, at its option, either repair, replace the Non-Conforming Products, or refund their purchase price. The remedy selected by Corning shall be Buyer? sole and exclusive remedy. Corning? liability shall be limited to the delivery of repaired or replacement products only, free to the original contractual place of Delivery or to the refund of the purchase price, according to the remedy selected by Corning. The remainder of the original Warranty Period shall apply to the repaired or replacement product.

Return. Non-Conforming Products should not be returned to Corning unless (i) product is unused, (ii) provided in its original uncompromised packaging and (iii) accompanied by Corning? Return Material Authorisation.

In any event,Non-Conforming Products that are either cooled, frozen and/or hazardous products, and/or chemical or biological products in the form of powders, liquids, gels, paste or anything that is capable of leaking during transportation, shall not be returned to Corning, but shall be disposed of by Buyer, in accordance with applicable laws and regulations. Corning shall reimburse Buyer for reasonable disposal costs incurred by Buyer, provided Buyer has obtained Corning? prior written approval for such disposal costs.

Limitations. The foregoing warranty is conditioned on satisfaction of each of the following: (i) all claims regarding Non-Conforming Products must be made in writing to Corning (with appropriate unused samples, to the extent available, in such amounts as Corning reasonably requests) before the expiration of the Warranty Period; and (ii) the Non-Conforming Products shall have been maintained and used by Buyer in accordance with standard industry practice and any instructions provided by Corning; and (iii) the Non-Conforming Products shall not have been damaged, altered, or otherwise harmed by Buyer or any third party. Corning makes no warranty against and shall not be liable for any damage(s) attributable to products, used, operated or maintained negligently in any manner or otherwise not due to Corning? fault.

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, or statement by a representative of Corning.

Corning shall be allowed a reasonable period to investigate any claim relating to Non-Conforming Products and shall be given access to Buyer? 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 products supplied by Corning for any particular purpose or for use under any specific conditions. Corning disclaims any warranty relating to any design made, furnished or specified by Buyer. THIS WARRANTY CONSTITUTES THE SOLE GUARANTEE OR WARRANTY RELATED TO THE PRODUCTS 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.

9.Corning? Liability. Buyer shall notify Corning in writing as soon as possible, and in any event within a maximum of five business days, after Buyer receives knowledge of any accident, or incident involving Corning? products which results in personal injury or damage to property, and Buyer shall fully cooperate with Corning in the investigation and determination of the cause of such accident and shall make available to Corning all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Corning and any investigation by Corning of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident.

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 or injuries, of whatever nature, (i) suffered or incurred by any individual, and/or (ii) to any property (tangible or intangible), caused directly or indirectly by or connected with any products 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 products. Corning? liability to Buyer is at all times limited to the price of the products 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 twelve months after Delivery.

10. Patent Warranty. With regard to intellectual property and other proprietary rights, Corning? sole liability and obligation shall be to defend Buyer from and against any claim asserting that products 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 products 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? designs or specifications or specifically designed by Corning or its supplier to meet Buyer? requirements. Corning? liability hereunder shall be limited to an amount equal to the total value of the products 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.

11. Tools and Made to orders. The charges listed for tools in the Order Confirmation, if any, are based on the manufacture of products in the quantities specified by Buyer? 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 products, specifically designed and manufactured for Buyer or Buyer? 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%.

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

13. Product Use. Buyer assumes all risks and liabilities arising from the loading, unloading, discharge, storage, handling and use of the products, including the use of such products 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 products.

Corning? products are intended for limited uses, as is specified for a particular product in Corning? catalog and on the product? label. Buyer 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 Buyer intends to use the products for any use other than the use(s) specified for a particular product in Corning? catalog and on the product? label, Buyer expressly represents and warrants that Buyer 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.

14. Buyer Indemnity. Buyer shall indemnify and hold harmless Corning, its affiliates, officers, employees, agents, successors, directors, shareholders, and assignees, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Corning may incur as a result of any claim against Corning brought by Buyer? affiliates, officers, employees, agents, successors, directors, shareholders, or assignees, by Buyer? customers, by end users, by auxiliaries (such as freight handlers, etc.), or by other third parties, arising, directly or indirectly, out of the use of Corning? products, or by reason of Buyer? failure to perform Buyer? obligations contained herein.

15. Packaging.Buyer shall dispose of packaging at its costs and in accordance with applicable laws and regulations.

16.Waste Electrical and Electronic Equipment. Buyer shall follow the instructions for reuse and recycling of waste electronic and electrical equipment (WEEE) provided with the products and available at the following link: http://www.corning.com/about_us/corporate_citizenship/weee/recycling/index.aspx. This clause applies to all electrical and electronic equipment (EEE) put on the market by Corning after 13 August 2005. If Buyer resells the EEE to a customer, Buyer will ensure that this clause in its entirety is included in the contractual arrangements governing the sale to its customer. Buyer shall indemnify and hold harmless Corning from and against all costs and expenses which Corning incurs or suffers, 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.

17. Safety Data Sheets.Some of the products are provided with safety data sheets (?DS·. If and when Buyer re-sells such products, Buyer shall be liable for providing the corresponding SDS to its customer.

18.EXPORT LICENSING. THIS CONTRACT IS SUBJECT TO THE PROVISOS: THAT REQUIRED EXPORT LICENSES HAVE BEEN GRANTED AND/OR THAT THERE ARE NO OTHER IMPEDIMENTS ARISING FROM ANY APPLICABLE EXPORT REGULATIONS; AND THAT ANY PRODUCTS 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.

19. 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 products), 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.

20. 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, Corning shall be entitled to defer Delivery for the duration of such Force Majeure event. If the delays causes by the Force Majeure event exceed a period of ninety (90) days, then either party shall be entitled to terminate this contract upon written notice to the other.

21.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.

22. 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.

23. 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? refusal to pay Corning? invoice for products delivered to Buyer, Corning may submit that dispute to a competent court in the Netherlands. The preceding sentences do not preclude Corning from seeking injunctive relief before a competent court in the Netherlands.

24. Miscellaneous. Neither party is allowed to assign its rights or transfer its rights and obligations (contractsoverneming) under this contract to a third party without the prior written consent of the other party, provided that Corning is authorised to assign its rights and transfer its rights and obligations (contractsoverneming) under this contract, in whole or in part, to any of its affiliates and Buyer hereby in advance cooperates with (medewerking verlenen) any such transfer. This contract shall bind and inure to the benefit of the successors and permitted assigns and transferees of the parties. 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? net income) arising from the sale of products 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 product faith attempt to amend this contract to eliminate such invalidity or unenforceability. The effective date of the present General Conditions of Sale is 20 May 2013. They cancel and supersede any other general conditions that may appear on Corning's documents.