Applicable from 01/01/2025
Clause n°1: Purpose and scope of application
These general terms and conditions of sale (T&Cs) form the basis of the commercial negotiations and are systematically sent or given to each Buyer to enable them to place an order.
The general terms and conditions of sale described below detail the rights and obligations of LPS-BioSciences (SAS) and its customer (hereinafter ‘the Customer’, or ‘the Buyer’) in the context of the sale of R&D products and services, including but not limited to: extraction and purification of molecules, characterisation of molecules, assay/quantification of molecules, depyrogenation of products, consulting. Unless otherwise specified, all products and services offered by LPS-BioSciences are ‘for research use only’ (RUO).
Any acceptance of the quotation/order form, including the clause ‘I acknowledge that I have read and accept the general terms and conditions of sale attached hereto’ implies the Buyer’s unreserved acceptance of these general terms and conditions of sale.
Clause n°2: Financial conditions
The prices of the goods sold are those in force on the day the order is taken. They are denominated in euros and calculated exclusive of tax. Consequently, they will be increased by the VAT rate on the day of the order, if applicable. LPS-BioSciences reserves the right to modify its prices at any time. However, it undertakes to invoice the goods ordered at the prices indicated when the order is registered.
A deposit of at least 30 % (thirty percent) will be requested upon receipt of the Customer’s order form, unless otherwise agreed in advance between LPS-BioSciences and the Customer.
Clause n°3: Discounts and rebates
The prices proposed in the quotation associated with the Customer’s order include any discounts and rebates that LPS-BioSciences may grant, taking into account its results or the assumption of responsibility by the Purchaser for certain products and services.
No discount will be granted for early payment.
Clause n°4: Terms of payment
Orders may only be paid for by bank transfer to the account whose IBAN reference appears on the corresponding invoices.
Payments shall be made within 45 (forty-five) days of the invoice date.
Payment shall be made in the currency specified in the quotation. However, a flat-rate fee of €50 (fifty euros) for bank charges will be applied and mentioned in the quotation for any payment made in a currency other than euros (€).
Any amount paid will not be refunded.
Clause n°5: Late payment
If payment is not made by the due date, LPS-BioSciences is entitled, without limiting its other rights, to charge interest on the unpaid amount (before and after any judgement) at the rate of 5 % (five percent) per annum.
This penalty is calculated on the amount of the outstanding sum before tax, and runs from the due date of the price without the need for any prior formal notice.
In accordance with articles L441-1 and L 441-10 of the French Commercial Code, any delay in payment shall automatically entail, in addition to the late payment penalties, an obligation on the part of the debtor to pay a fixed indemnity of €40 (forty euros) for collection costs. An additional indemnity may be claimed, with supporting evidence, when the recovery costs incurred exceed the amount of the fixed indemnity.
Clause n°6: Deadlines
Quotations are valid for 2 (two) months from the date on which the quotation is created, unless stated otherwise in the quotation.
The project will start within 15 (fifteen) days of receipt of all samples, equipment and the order form.
Project lead times depend on the service. The timescales are estimated on condition that there are no difficulties due to external pollution of the initial sample or abnormal physico-chemical behaviour.
Clause n°7: Cancellation clause
If within 15 (fifteen) days following the implementation of clause no. 6 ‘Late payment’, the Buyer has not paid the sums still due, the sale will be cancelled ipso jure and may give rise to a claim for damages in favour of LPS-BioSciences.
Clause n°8: Confidentiality
Neither party shall use the other party’s proprietary and/or confidential information for any purpose other than the performance of these T&Cs. The parties shall identify, in writing, such information as confidential and/or proprietary, provided that products, services and related documents, as well as any other information relating to the Company’s business, technology and strategies, shall be considered confidential, even if not marked as such (subject to the exceptions set out below). Each party will use its best efforts to maintain the confidentiality of such information, and will implement customary and appropriate procedures to prevent unauthorised disclosure or publication. Each party will use the other party’s confidential information only to exercise its rights or perform its obligations hereunder. The receiving party shall maintain secrecy and shall never, without the prior written consent of the disclosing party, disclose, publish, reveal, provide or make available to any person, directly or indirectly, all or any part of the disclosing party’s confidential information, except to provide such confidential information: (a) to employees and consultants of the receiving party who require access to such Confidential Information; and (b) to its professional advisers, in each case, during the period in which the receiving party is permitted to retain such Confidential Information; provided that all such employees and consultants are bound by written agreements or, in the case of professional advisers, by ethical duties, and respect the Confidential Information in the manner set out in these T&Cs. These confidentiality obligations shall survive the termination or expiration of these Terms and Conditions for a period of 5 (five) years. The confidentiality provisions of this Section shall not apply to any information which is (i) already known to the receiving party at the time it was obtained from the disclosing party; (ii) obtained by the receiving party from a third party, if such third party did not obtain such information directly or indirectly from the disclosing party on a confidential basis; (iii) already disseminated, or about to be disseminated, in the public domain other than by breach of these T&C by the receiving party; or (iv) developed independently by the receiving party without reference to or reliance on information provided by the disclosing party. If the receiving party is required by law to disclose confidential information of the disclosing party, whether by subpoena, court or administrative order or otherwise, the receiving party shall first give written notice to the disclosing party and permit it to intervene in any relevant proceeding to protect its interest in the confidential information, at the disclosing party’s cost and expense, and shall provide the disclosing party with full cooperation and assistance in obtaining such protection.
Clause n°9: Intellectual Property
The provision of products and services shall not be interpreted as an express or implicit guarantee by LPS-BioSciences that the products, services and/or the technologies incorporated in the service or necessary for their implementation do not infringe a patent, trademark or any other third party right. LPS-BioSciences grants the Client a non-exclusive and non-transferable right to use any software, part of the service, without restriction of territory and for the legal duration of copyright. The processes and techniques designed and used, as well as the knowledge (know-how, patents, etc.) implemented by LPS-BioSciences to provide products or to carry out the service remain the property of LPS-BioSciences.
Clause n°10: Retention of title
LPS-BioSciences retains ownership of the goods sold until full payment of the price, in principal and in accessories. In this respect, if the Buyer is the subject of collective proceedings, such as receivership or liquidation, LPS-BioSciences reserves the right to claim, within the framework of the collective proceedings, the goods and/or services sold and remaining unpaid.
Clause n°11: Non-poaching
In order to protect the interests of LPS-BioSciences, the Client shall refrain from soliciting with a view to hiring, or directly or indirectly hiring, any member of the staff of LPS-BioSciences. This prohibition applies throughout the performance of the present contract and for a period of 12 (twelve) months from the date of the final invoice paid by the Client, for an actual job including the areas described in Clause n°1.
In the event of non-respect of this prohibition, and without prior agreement with LPS‑BioSciences, the Client will pay to LPS-BioSciences as a penalty clause, an amount equal to 1 (one) time the total gross annual remuneration of the collaborator concerned.
Clause n°12: Delivery
Delivery is made:
– either by handing over the goods directly to the Buyer;
– or by dispatch via a carrier.
The delivery time indicated when the order is placed is given as an indication only and is in no way guaranteed.
Consequently, any reasonable delay in the delivery of the products may not give rise to:
– the award of damages;
– cancellation of the order.
The transport risk is borne entirely by the Buyer (EXW), as well as customs costs.
In the event of missing or damaged goods during transport, the Buyer must make all necessary reservations on the order form upon receipt of the said goods. These reservations must also be confirmed in writing within 5 (five) days of delivery, by registered mail with acknowledgement of receipt addressed to LPS-BioSciences.
Clause n°13: Force majeure
LPS-BioSciences cannot be held responsible if the non-execution or the delay in the execution of one of its obligations described in the present general conditions of sale results from a case of force majeure. In this respect, force majeure is defined as any external, unforeseeable and irresistible event within the meaning of article 1148 of the French Civil Code.
Clause n°14: Competent court
Any dispute relating to the interpretation and performance of these general terms and conditions of sale is subject to French law.
Failing amicable resolution, the dispute will be referred to the Evry Commercial Court (France).
ORSAY (France), 01/01/2025
Frédéric CAROFF,
CEO of LPS-BioSciences.