ImmuSmol Terms & Conditions of Service

Last updated : February 19th 2014

Article 1. Definition, scope and acceptance of terms & conditions

  1. The present terms and conditions (“terms” or “conditions”) govern the way ImmuSmol SAS (“ImmuSmol”, “we”, “our” or “us”) provides contract research services (“services”) to commercial entities (“client”, “you” or “your”).

  2. ImmuSmol SAS is a limited liability company with share capital of 50 000 euros, registered in the Bordeaux Register of Companies under number B 753 232 719.

  3. Immusmol is a business-to-business company. We exclusively serve private companies, liberal professions, public institutions, and more generally any person acting in a professional capacity.

  4. Our terms of service are available on each and every page of our website and are systematically provided with our service proposals. Written agreement of the service proposal by the client shall therefore be deemed to constitute acceptance of the present terms and conditions.

  5. We reserve the right to amend the present terms and conditions at any time and for any reason. Changes to the present terms and conditions will apply immediately, except for contract services already accepted. We therefore advise you to read the present terms and conditions before signing any service proposal.

  6. Unless otherwise expressly agreed to in writing, the present terms & conditions shall supersede all prior communications and agreements between parties. When completed with the signed service proposal, they constitute a contract (“service agreement”) between ImmuSmol and the Client.

  7. Changes to the present terms and conditions shall only be considered binding if confirmed by ImmuSmol in writing in the business proposal.

 

Article 2. Confidentiality & data security

  1. Client may require the signature of a confidentiality or non-disclosure agreement.
  2. Despite our best efforts with regard to security matters, we have no control over the security of the internet connexion you use to access the site and communicate with us. We thus cannot be held responsible for the security of information that you choose to communicate with us while it is being transmitted.
  3. In any case, ImmuSmol will treat all information related clients’ requests and services as proprietary and confidential. We will not disclose the same to any person, except employees, consultants and subcontractors already bound by a confidentiality agreement and to whom it is necessary to disclose information for purposes of providing the services.
  4. All information provided by ImmuSmol for study proposals, including but not limited to, service prices and timeline, is strictly confidential and should not be disclosed to any third party without prior written consent of ImmuSmol.
  5. Upon signature of the service agreement, ImmuSmol grants the client with an access to a secured extranet server, to download study results. The client is responsible for the confidentiality of its account and password.

 

Article 3. Client request & service proposal

  1. ImmuSmol reserves the right to refuse service to any client for any reason.
  2. Upon clients’ request, ImmuSmol will establish a service proposal. Once signed by the client, the study proposal constitutes a service agreement, which is binding to both parties. When the service proposal is divided into several steps by go/no go decision points, the service agreement is binding for at least the first step.
  3. Client’s acceptance of a service proposal shall constitute a representation that Client is solvent.
  4. Service shall only start after signature of the service agreement, when ImmuSmol has received study materials (either provided by the client or purchased by ImmuSmol) and payment of the deposit.

 

Article 4. Price & payment

  1. Prices do not include VAT or any applicable tax.
  2. If no valid intra-EU VAT number is provided, we must charge the standard French 20% VAT.
  3. Payment conditions:

 

Article 5. Standard of performance

  1. ImmuSmol warrants that it will produce and ship the applicable deliverables set forth in the study proposal, or in the applicable study phase for projects with go/no go decision points. Please note that while ImmuSmol guarantees service delivery, it does not guarantee that deliverables will meet the Client’s desired use or intended application. For instance, despite our best efforts, some antigens may not elicit appropriate immune response and antibody may not fit the desired application.
  2. ImmuSmol will follow the study protocol set forth in the service agreement and will do its best efforts to complete projects on time. However, due to the uncertain nature of research and development activities, we cannot guarantee turnaround time. Therefore, no delay in the provision of the applicable deliverables permit the client to rescind the service agreement or delay payment.

 

Article 6. Changes of scope & termination

  1. Should the service scope not align with client expectation, it is the client responsibility to notify ImmuSmol in writing of any change to be made to the service agreement prior to the initiation of the applicable project/project phase.
  2. If requested changes lead to a cost or labor increase for ImmuSmol, the service agreement shall be amended to include a financial compensation to ImmuSmol commensurate such changes. Such amendments to initial service agreement shall be agreed upon in writing by ImmuSmol and the Client.
  3. ImmuSmol reserves the right to terminate service without compensation to the client if no written agreement can be reached with regards to contract adjustment after 30 day of the client notice.
  4. Cancellation of services in progress shall result in partial charge commensurate to the percentage of work completed at the time of cancellation, including any actual costs and charges already engaged or incurred by ImmuSmol due to early termination.

 

Article 7. Shipping and receipt

  1. All deliverables are EXW ImmuSmol facilities (Incoterm 2010). Title and risk of loss or damage pass to the customer when deliverables are loaded onto the commercial carrier.
  2. In compliance with EXW Incoterm 2010, it is the Client’s responsibility to provide us with all documents, permits and approvals required for product delivery. Applicable import and export taxes may be added to the invoice, together with shipment costs and potential handling and packing fees.
  3. It is the client’s responsibility to arrange product inspection upon delivery and to notify ImmuSmol in writing within 7 days after reception.

 

Article 8. Intellectual property

  1. ImmuSmol does not claim ownership for any deliverable (antibodies, hydridomas, data) provided to the Client.
  2. It is the Client’s responsibility to ensure that the use of the deliverables does not violate or infringe any patents or other proprietary rights of third parties.
  3. ImmuSmol shall retain all rights, title and interest to antigen and antibody production methodologies, including know-how and trade secrets, used or developed by ImmuSmol in performing any services or creating any products, including all intellectual property right with respect thereto.

 

Article 9. Warranty disclaimer & limitation of liability

ImmuSmol sole warranty with respect to services consists in providing services in accordance with the standard of performance set forth above. Client shall notify ImmuSmol in writing for any claim for a breach of such a warranty by ImmuSmol within one month after service delivery.

ImmuSmol disclaims any warranty or representation, expressed or implied, as to our services and deliverables, including, but not limited to, warranties of merchantability, fitness for a particular purpose and title non-infringement.

In no event shall ImmuSmol and any of its staff be held liable for any incidental, consequential, contingent, special or punitive damages, including without limitation personal injury, property damage, lost profit or other economic loss, arising in connection with ImmuSmol services or with the Client use or inability to use, handle or store the deliverables provided by ImmuSmol.

In any case, ImmuSmol maximum liability is expressly limited to the amount effectively paid by the customer for the service.

 

Article 10. Force Majeure

In case of force majeure, ImmuSmol will not be held responsible for any lateness or default in the performance of its obligations. Without being exhaustive, force majeure comprehends the following events: war, civil war, natural disasters including flood, acts of governments limiting service delivery and shipping, strikes, lockouts, accidents, fires, energy shortfalls and defaults of transporters. In such a case, we will promptly notify you of such interference, its date of commencement and estimated duration.

 

Article 11. Applicable law and competence

Client agrees that any dispute related to ImmuSmol services shall be governed by French laws, by the « tribunal de commerce de Bordeaux ».

 

Contact details

For any notice or claim, please use the following contact details:

ImmuSmol SAS
PTIB - Hôpital Xavier Arnozan
Avenue Haut Lévêque
33600 Pessac
France

+33 (0)5 47 30 27 72
sales@immusmol.com