LabSkin Legal Notices

1. Definitions

• Client: means the person who benefits and uses the Services; 

 

• Order: means any order placed by the Client resulting in particular from the signing of the Offer by the Client; 

 

• Agreement: means all contractual documents that will govern the rights and obligations of the parties, including these terms and conditions and the signed Offer; 

 

• Offer: means the offer provided by LSC notably through the issuance of a quotation; 

 

• Study: means the conduct of a study, subject of the Services, intended to obtain information relating to this Study; 

 

• Services: means the services provided by LSC consisting particularly in (i) the production of tissue engineering models, in particular the in vitro skin based on information supplied by the Client to LSC and the treatment, as defined by the Client of these reconstructed skin models OR (ii) the study based on analyzes also agreed with the Client.    

 

2. General

These general terms and conditions are applicable to all Services performed by LSC. They are systematically provided to each Client in order to place an Order. Consequently, the acceptance by the Client of the Offer or the commencement of the performance of the Services implies full and unconditional acceptance by the Client of these general terms and conditions. Any Offer is subject to these terms and conditions, which form an integral part of it. The Client acknowledges having read and accepted them before having accepted the Offer. They are applicable to any agreement between LSC and its Clients, in France or abroad, wherever the place of performance. These terms and conditions supersede any conditions of purchase or any other document issued by the Client, unless prior written approval of LSC. Accordingly, anything to the contrary provided by the Client shall not be binding to LSC whatever the moment it may have been brought to its attention. These terms and conditions constitute an essential element of acceptance for LSC to contract and LSC reserves the right to modify these terms and conditions at any time without prior notice.

 

3. Formation of the Agreement

The Offer is provided by LSC upon information supplied by the Client. The Offer is valid for a period of thirty (30) days from its date of its issuance, except as otherwise expressly specified in the Offer. The written acceptance of the Offer by the Client shall constitute a firm and final Order with LSC. All information provided by the Client during the order shall bind the Client and LSC shall not be liable for the consequences induced in case of error. Any modification request of the Client's Order shall be taken into account only with the express agreement of LSC and if this modification request has been provided in writing and prior to the commencement of the performance of the Services.  

 

4. Price and Payment terms

Services are provided at the rates prevailing on the date of receipt of the Order and in accordance with the terms of the Offer. Prices are net, exclusive of tax, in euro. VAT will be charged extra at the rate in force at the time of billing. Services are payable as follows:

- 40% at the signature of the Offer,

- 60% after completion of all Services, evidenced by the delivery of the final synthesis report to the Client.

Invoices are payable within thirty (30) days from the date of receipt of the invoice, without rebates or discount, cheque or bank transfer. Cheques are considered as payment only at the date they are cashed. All invoices are payable at LSC headquarter. Any delay in payment will result in the automatic application of late penalties amounting to three (3) times the legal interest rate. Penalties are incurred without any formal notice as soon as the settlement is not reached at the due date specified in the invoice. When a payment schedule is used, the non-payment of a single payment term will result in the immediate payment of the entire debt, without formal notice. LSC reserves the right to suspend the execution of any Services hereunder in the event of non-compliance by the Client with its obligations under the Agreement, including its obligation to pay. In this case, the suspension will be based on the defense of non-performance and shall not be considered as a breach of the Agreement by LSC and shall not give any right for compensation to the Client. In case of late payment, all invoices issued shall be due. In case of default of payment, fifteen (15) days after a formal notice has been given, and if this formal notice has remained unsuccessful, the Agreement shall be automatically terminated as of right, without prior formal notice, at LSC’s sole discretion and LSC may interrupt the provision of Services without prejudice to any other action. Payments shall not be suspended at the Client’s sole discretion, and shall not be compensated without the prior written consent of LSC. Any partial payment shall first be deducted from the unsecured portion of the debt, then from the sums of which the due date of payment is older.

 

5. Time of delivery

Deadlines for the completion of the Services are count down from the receipt by LSC of the information, materials and requests provided by the Client and which are necessary for the completion by LSC of the Services in accordance with the terms of the Offer. Any change regarding the Order or the Study shall trigger a new deadline. Deadlines for the completion of the Services will be specified in the Offer. A delay shall neither result in the refusal of Services nor the termination of the Agreement. Due to the scientific activity of LSC and the hazard of the activity, deadlines are provided for information only, and any offset from the time schedule specified in the Offer shall not engage the liability of LSC, and shall not permit the Client to obtain compensation.

Deadlines for the overall execution of Services are provided for information only and will be modified: 

- If the Client is late in the completion of the Services or in the performance of its contractual obligations, particularly if it does not comply with the payment terms,

- If a cause for exemption occurs as specified in Article 11 below.  

 

6. Non-compliance

In case of non-compliance of the Services to the Offer, the Client may issue a motivated notice within five (5) business days following the date of completion of all Services i.e. by the date of delivery to the Client of the final synthesis report by LSC. Otherwise, the acceptance of Services will be considered as final.  

 

7. Statements

The Client, as a professional specialized in its field, acknowledges that it has selected LSC under its sole responsibility. The Client shall validate with the greatest attention LSC’s Offer and shall make all necessary checks to that end. The Offer validation by the Client releases LSC from all liability in respect to the nature of the Services provided. In view of the risks associated with the scientific activity of LSC and the inherent hazard of the Services, the Client acknowledges that the liability of LSC shall not be retained in case of non-achievement of the expected results of the Services or of any other event that will cause the failure of the successful execution of Services.

8. Warranties

LSC solely warrants that the Services are provided in accordance with the Offer. The Client shall check the adequacy of the Services to its needs and expectations with regard to the terms of the Offer. The Client acknowledges having received from LSC all information that is necessary to enable it to assess the adequacy of its needs of Services and to take all necessary precautions for their implementation and use.

 

9. Liability of LSC - Exclusion of liability

As the activity of LSC is a scientific activity subject to hazards and risks, LSC’s liability is strictly limited to the obligations set out in the Agreement. LSC is subject to an obligation of means. LSC shall not be liable for (i) any indirect or consequential damages, (ii) damage due to non-compliance with deadlines, (iii) damage due to non-compliance with the requirements of the Client, or (iv) damage due to causes beyond the control of LSC and especially in case of failure in the achievement of the Services, given the significant hazard inherent in the Services and the risk associated with the activity of LSC. In any event, the entire financial liability of LSC regarding its various obligations shall not exceed the amount paid by the Client for the Services. LSC expressly disclaims any liability regarding the adequacy of the Services with the specific expectations of the Client or the use expected. LSC shall not be liable for any damage that originates from the failure of materials provided by the Client. In addition, after completion of the Services, any liability of LSC is excluded regarding the consequences of the use of information derived from the Study by the Client. Finally, LSC’s liability shall not be initiated after a delay of two (2) months following the date of completion of all Services, evidenced by the date of delivery of the final synthesis report to the Client by LSC.

10. Law and Regulations

Contractual terms such as prices and deadlines are established under the laws and regulations in force at the date of issuance of the Offer. If a change of laws and regulations altered the economic conditions of the Offer or of the Agreement, both parties would meet in order to adjust in good faith the terms of the new situation.

11. Disclaimer

All circumstances beyond the control of LSC and occurring after the conclusion of the Agreement and preventing its performance under normal conditions are considered as grounds for exemption from liability. All circumstances which are not the result of negligence from LSC, particularly any event with the characteristics of force majeure as that concept is understood by French case-law and French courts, are beyond the control of LSC for the purposes of this clause.

12. Intellectual and Inndustrial property

It is expressly provided that the trademarks, distinctive signs, processes, know-how and other intellectual and industrial property rights of LSC remain the exclusive property of LSC, which does not grant any ownership regarding trademarks, symbols, logos, designs and models, patents, know-how and other intellectual and industrial property rights belonging to LSC. LSC remains the full and complete owner of the rights, title and interest regarding the Services including in particular all studies, methods and know-how related, which may in no case be transferred to the Client. Skin samples, supporting the study are and will remain the property of LSC. LSC shall retain these skin samples at least for twenty-four (24) months.

13. Intellectual and Industrial property

It is expressly provided that the trademarks, distinctive signs, processes, know-how and other intellectual and industrial property rights of LSC remain the exclusive property of LSC, which does not grant any ownership regarding trademarks, symbols, logos, designs and models, patents, know-how and other intellectual and industrial property rights belonging to LSC. LSC remains the full and complete owner of the rights, title and interest regarding the Services including in particular all studies, methods and know-how related, which may in no case be transferred to the Client. Skin samples, supporting the study are and will remain the property of LSC. LSC shall retain these skin samples at least for twenty-four (24) months.

14. Confidentiality

The Client shall treat any information and documents submitted by LSC or that the Client would have known under the Agreement as confidential for a period of two (2) years after the completion of the Services. Except for the results reported in the final synthesis report containing information collected by LSC during the Study, the Client shall not use any information obtained or collected during the implementation of the Agreement, and shall not notably, copy, reproduce, transmit or communicate any information to a third party. At LSC’s request, the Client shall return information which has been provided by LSC. Notwithstanding the foregoing, it is expressly agreed between the Parties that LSC is authorized to quote the Client and Services performed on its behalf in any communication, regardless of the medium used, the Client acknowledges and accepts it without reservation.

15. Disputes

These general terms and conditions shall be governed and construed in accordance with the laws of France. Courts located within the jurisdiction of the court of appeal of lyon shall have the exclusive competence for any dispute regarding the validity, interpretation and enforcement of this agreement, even in case of proceedings involving the introduction of third parties and proceedings involving several defendants.