Terms and Conditions

Contractual Supply of Products and Services Terms and Conditions

BACKGROUND INFORMATION

1. These are the contract terms (terms) under which Labskin Limited sells products to the client.

1. The products provided by Labskin Limited (“Labskin Limited”) mainly consist of Labskin plates supplied to the client’s research facilities.

1. These Terms and Conditions apply to all work carried out by Labskin Limited Ltd (registered in England Number 05656604), including Labskin Limited’s directors, staff, representatives, agents and employees, for the client.

1. These Terms and Conditions and (if applicable) a Non-Disclosure Agreement (“NDA”) will form the entire agreement between the two parties (“the Contract”) and shall supersede all previous understandings, oral or written, between the parties with respect to the subject matter of this Agreement.

1. No additions or modifications of these Terms shall have effect unless expressly agreed in writing by both parties and accepted as amendments to these Terms.

1. Labskin Limited employees and agents are not authorised to make any representations whatsoever concerning the provision of Products unless confirmed directly in writing by an appropriate officer. The client acknowledges that it does not rely on, and waives any breach of, any such representations that are not so confirmed.

The Contract will become effective when a Purchase Order is raised by the client.

• PRODUCT ORDERING AND DELIVERY
  • Labskin Limited will try to meet the delivery dates for the client’s order, depending on any lead times which may apply. Any time or date of delivery is an estimate only and time shall not be of the essence (this means that time is not an essential term under this contract).
  • Due to the nature of the biological product, delays in shipping caused by quality or supply issues, may occur. Labskin Limited will take best efforts to avoid this. However, in the case of a delay the client will be notified as soon as possible and no less than two weeks before the proposed shipment date. A revised delivery date will be determined with the client.
  • Once the client has placed its order, it cannot cancel it. If delaying the date of delivery would be helpful, please contact Labskin Limited to see if they can reschedule the client’s delivery.
  • All Labskin Limited products are sold FCA (Incoterms 2010). Labskin Limited considers products as delivered when Labskin Limited loads them onto the commercial carrier at our Sand Hutton facility (UK). At this point the client becomes the owner and responsible for risk of loss and damage. If any product is lost or damaged while it is being transported, Labskin Limited will try to help the client deal with the issue with the carrier.
    
• SERVICES AND CONSULTANCY
  • The extent of the services for a given project will be outlined in writing prior to the start of the project between the client and Labskin Limited and will form an integral part of each contract. Any addition or change must be made in writing. A project will be considered to be complete when the final report, which may be preceded by a draft report at the end of the project, has been issued.
  • Labskin Limited will use its best effort to achieve optimal performance according to the present state of science and technology. Liability for such performance as well as an assurance for the achievement of the project goal and/or the completion within a budget and/or time period are explicitly excluded.
  • Labskin Limited reserves the right to employ external consultants (and/or laboratories) for specific tasks of a project. Labskin Limited will be responsible for the work of its external consultants in the same way as for its own work.
  • During the course of the project, Labskin Limited will remain in communication with the client. In case of unusual occurrences, the client will be informed immediately. If immediate notification is impossible and a delay might have deleterious effect, Labskin Limited will take action in the presumed best interest of the client.
  • The client reserves the right at any time to undertake his own inspection.
  • All results of a project will become the exclusive property of the client. The client will be responsible for all vindications of patent, copyrights or similar claims, unless agreed otherwise.
  • Nothing in these terms and conditions will be construed to limit the freedom of Labskin Limited from engaging in similar consulting with parties other than the client.
  • For projects longer than one (1) year: on a yearly basis, the agreed fees are subject to review. In case this review necessitates a raise of the agreed fees, the client will be notified at least one month prior to effectuation of the new fees.

• TERMINATION AND CANCELLATION
  • As Labskin products are biological, they have a predetermined lifespan, no product or service order that requires the growth of Labskin products may be cancelled by the client except with the agreement in writing of Labskin Limited.
  • In the event of termination of a Purchase Order, the client will pay all costs accrued by Labskin Limited as at the date of termination, including non-cancellable obligations and after accounting for expenditure against any advance payment.
  • Termination of a Purchase Order by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination.
  • Labskin Limited reserves the right to charge for the total original quoted value of work if the client cancels and the client shall indemnify Labskin Limited in full against all loss, costs, damages, charges and expenses incurred by Labskin Limited as a result of cancellation.
  • If for whatever reason Labskin Limited is unable to complete the work schedule beyond an agreed milestone, the client will not hold Labskin Limited liable for any damages, consequential or otherwise, arising thereof. In addition, the client agrees not to withhold payment for any services invoiced up to an agreed milestone point, irrespective of Labskin Limited’s inability to complete the work program.

• PERFORMANCE OF SERVICES
  • Labskin Limited shall be deemed to be and shall be an independent contractor and not a partner of or party to a joint venture with the client.
  • Neither party is authorised or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither party shall be bound by the acts or conduct of the other party.

• INDEMNITY
  • The client will defend, indemnify and hold Labskin Limited, its officers, directors, employees, agents and contractors harmless from and against any and all third-party liability, loss, expense (including reasonable legal fees) or claims for injury or damage (“Claims”) to the extent that, and in proportion to, such Claims arise out of
    • the client’s breach of any of its warranties and representations, or
    • the client’s breach of any of these terms and conditions or a Purchase Order.

• FEES AND PAYMENT CONDITIONS
  • Fees will be fixed for the term of the contract at the point when the agreement is signed. If the client requires changes to the scope of an on-going contract, any additional work will be subject to a further separate agreement which must be signed by both parties before coming into effect.
  • The client shall pay the VAT charged at the rate in force at the date of the Invoice as well as any shipment fees and/or handling charges in case of product supply.
  • Each party will be responsible for its ow bank fees.
  • Invoices will be issued at milestone points in the project, as defined in the Agreement.
  • The client must pay payment in full without retention or set-off, within thirty (30) days from the invoice date (date of first shipment), in the currency shown in the invoice.
  • Should there be a dispute on any invoice, the client will pay the undisputed amounts within the thirty (30) day payment period, and the disputed amounts immediately upon dispute resolution.

• In the event of failure to pay, without affecting Labskin Limited’s other rights, Labskin Limited reserves the right to:
  • suspend provision of Products and Services or cancel the contract.
  • reject client’s future orders; and
  • charge the client a late-payment charge at the rate of 2% a month (24% a year) until payment is received or the maximum amount allowed by law, in which case the client must pay this late charge on demand.
  • appoint a collection agency to recover any unpaid amounts from the client, including the recovery of all reasonable costs of collection, including associated legal fees.

• TERMINATION
  • Both parties may, by notice in writing to the other party, terminate all or any part of any Agreement for the provision of Products and Services forthwith in the event that:
    • The other party is in breach of any of these Terms.
    • The other party (being a company) shall enter into liquidation (whether voluntary or compulsory) or shall have a receiver or administrative receiver appointed over any part or all of their assets or undertaking or shall be the subject of any petition presented to the Court for the appointment of an administrator, or.
    • In the event of any breach by the client of these Terms, all outstanding sums due from the client to Labskin Limited shall immediately become payable.

• OWNERSHIP, COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
  • The client acknowledges that all rights, including intellectual property rights, trade secrets, title and copyrights related to Labskin Limited protocols, techniques and documentation used during the provision of Products and Services are owned by Labskin Limited Ltd and neither the client nor any end user shall obtain any rights except as expressly granted by Labskin Limited and set out in a specific license or Intellectual Property Rights agreement or contract clause.
  • In the case of product supply, Labskin Limited is granting to the client a limited, non-transferable right to use the quantity of the products bought from Labskin Limited in line with the contract and not to replicate the product in any way.
  • The client shall retain and not remove from documentation any logo, copyright or trademark notice included by Labskin Limited.
  • If the client wishes to ascribe data, report findings and interpretations to Labskin Limited for external presentation or scientific publication, Labskin Limited request notification in advance.
  • If the client wishes to ascribe data, report findings and interpretations to Labskin Limited for publicity or marketing purposes, they must obtain express approval in writing from Labskin Limited in advance.
  • Labskin Limited grants approval to the client to submit data, report findings and interpretations for regulatory review by any government or ethic committees.

1. USING THE PRODUCT AND RESTRICTIONS
   1. Unless Labskin Limited says otherwise in the supplementary terms, all Labskin Limited’s products are for research use only, and not for use in diagnostic or therapeutic procedures. The client must use Labskin Limited products in line with Labskin Limited’s instructions, and the client may not resell them or otherwise act as a distributor of Labskin Limited’ products. Unless Labskin Limited says otherwise in supplementary terms, Labskin Limited does not submit its products for regulatory review by any government or other organisation, and Labskin Limited does not validate them for clinical, diagnostic or therapeutic use, for safety and effectiveness, or for any other specific use or application.
   1. The client is responsible for making sure that the way it uses Labskin Limited’s products is in line with all laws which may apply as well as all regulations and government policies. The client must get all related and necessary approvals, intellectual property rights, licenses and permission it may need. And the client needs to make sure the products are suitable for its particular use.

1. CONFIDENTIALITY
   1. Where information passed between the client and Labskin Limited is the subject of an NDA, the terms of that NDA shall apply. To the extent that the passage of the information is not covered by such an NDA, the parties and the staff of the parties shall not make any disclosure of the information, shall use the highest degree of care that the recipient uses to protect its own confidential information of a similar nature, (which shall be no less than reasonable care) and shall make no commercial use of the information. Such obligations shall not apply to information:
      1. which is or becomes generally available to the public other than as a result of its disclosure by the recipient or its representatives in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as confidential information); or
      1. that the recipient can prove was available to the recipient on a non-confidential basis prior to disclosure by the disclosing party; or
      1. that the recipient can prove was, is or becomes available to the recipient on a non-confidential basis from a person who, to the recipient’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the recipient; or
      1. that the recipient can prove was lawfully in the possession of the recipient before the information was disclosed to it by the disclosing party; or
      1. the parties agree in writing is not confidential or may be disclosed; or
      1. is developed by or for the recipient independently of the confidential information disclosed by the disclosing party.
   1. The obligation not to disclose information and to keep it confidential shall not apply where the information is required to be disclosed by applicable law or a court of competent jurisdiction.
   1. The time period for confidentiality, is 3 years from the final supply of product.

1. WARRANTY
   1. Labskin Limited agrees to provide the products and services of staff who are in Labskin Limited’s opinion appropriately qualified and who will perform the work in accordance with Labskin Limited’s internal operating procedures.
   1. The client has the liberty to inspect or audit the services and facilities provided by Labskin Limited. Whilst Labskin Limited will endeavour to accommodate visit requests from the client, it reserves the right to schedule all visits at Labskin Limited’s convenience in order to minimise disruption to Labskin Limited’s operations.
   1. Following inspection or audit, the Products and Services shall be deemed to be accepted unless the client notifies Labskin Limited in writing within ten working days that the Products and Services did not conform to expectations or requirements.
   1. In the event of a valid claim, Labskin Limited will use reasonable endeavours promptly to correct any non-conformities and will notify the client in writing that the non-conformities have been rectified. Subsequently, the Products and Services will be deemed to be accepted after ten working days unless the client notifies Labskin Limited that the non- conformities have not been corrected.
   1. Labskin Limited makes no other express or implied warranties, including but not limited to any warranty with respect to the results obtained from the services or any recommendation Labskin Limited may make, including without limitation any implied warranties concerning the performance, satisfactory quality, suitability, non- infringement or fitness for a particular purpose of any of the agreed deliverables.

1. LIMITATION OF LIABILITY
   1. With the exception of a party’s liability for.
      1. any obligations of indemnification (if any).
      1. its obligations of confidentiality and non-use under article 11.
      1. any other liability which cannot be excluded or limited under applicable law, neither party or its employees, officers, directors, contractors or agents be liable for any indirect, incidental, punitive, exemplary, special or consequential damages, loss of profit, or costs of substitute services suffered by the other party or any third party, however caused, regardless of the theory of liability, whether in contract, tort, product liability or otherwise, even if the party has been advised of the possibility, or has constructive knowledge, of such damages. In no event shall Labskin’s aggregate liability exceed the cost of the services (excluding expenses) under specific Purchase Order
   1. The client shall not knowingly and intentionally, directly or indirectly, as a contractor, subcontractor, employer, joint venture partner or otherwise, engage the services of any subcontractor, employee or agent of Labskin Limited who or which performs services for the client during the term of a specific Purchase Order or for a period of two (2) years following expiration or termination.
   1. The client will comply with all applicable national and international laws, regulations and guidelines relating to protection of the personal information of subjects in general and the EU General Data Protection Regulation 2016/679 (GDPR) in particular.

1. VALIDITY AND ENFORCEMENT OF TERMS AND CONDITIONS
   1. If any provision of these Terms and Conditions is held by a competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.

1. DELAYS
   1. Neither party shall be liable or deemed to be in default for any delay or failure to perform their obligations under this Contract (other than payment of monies due) resulting from events beyond their reasonable control and without their fault or negligence or otherwise excusable under applicable law.

1. GOVERNING LAW
   1. This agreement will be governed by and construed in accordance with the Laws of England and the parties hereby submit to the jurisdiction of the Courts of England & Wales save that any party may seek injunctive relief or equivalent in any court of competent jurisdiction to prevent the unauthorised use or disclosure of confidential information.

Products will be sent with all appropriate handling, care and safety documentation, or it will be made available electronically to the client.

MISCELLANEOUS

1. No person who is not a party to this Contract (‘third party’) has or shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms and no consent of any third party shall be required under the Act to any cancellations or variations of these Terms.

1. This Contract is not assignable by the client.

1. If any provision of this Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, it shall be deemed deleted from the Contract and the invalidity or un-enforceability of such provision shall not affect the other provisions of this Contract and all provisions not affected by such invalidity or un-enforceability shall remain in full force and effect.

1. The headings to the Terms are for ease of reference only and shall not affect the interpretation or construction of these Terms.

1. All notices which are required to be given under these Terms shall be in writing and delivered or sent to the address of Labskin Limited or the client as set out in the associated Agreement or such other address as the recipient may designate by notice in writing given in accordance with the provisions of this clause. Notices delivered by hand shall take effect on delivery, postal notices two working days after first class posting and facsimile or email notices, on completion of transmission, provided a transmission report to the recipient can be produced.

Divisibility Clause – This contract is divisible. The work performed to each milestone point during the currency of the contract shall be invoiced separately. Each invoice for work performed to any milestone point shall be payable by the customer in full in accordance with the terms of payment provided for herein, without reference to and not withstanding any defect or default in the work performed or to be performed in any period.

Website Terms and Conditions

Introduction

Welcome to www.labskin.co.uk. These Terms and Conditions govern your use of our website and the services we provide. By accessing or using our website, you agree to comply with and be bound by these terms. Please read them carefully.

Use of the Website

Eligibility

You must be at least 18 years old to use our website. By using our website, you represent and warrant that you meet this age requirement.

Account Registration

To access certain features of our website, you may need to register an account. You agree to provide accurate and complete information during registration and to update your information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Intellectual Property

Ownership

All content on this website, including text, graphics, logos, images, and software, is the property of Labskin or its licensors and is protected by intellectual property laws. You may not use, reproduce, or distribute any content without our prior written permission.

Trademarks

Labskin and all related names, logos, product and service names, designs, and slogans are trademarks of Labskin or its affiliates or licensors. You may not use such marks without prior written permission from Labskin.

User Conduct

Prohibited Activities

You agree not to use the website for any unlawful purpose or in any way that could harm Labskin or its users. Prohibited activities include, but are not limited to:

• Posting or transmitting any fraudulent, deceptive, or misleading content.
• Violating any applicable laws or regulations.
• Infringing upon the rights of others, including intellectual property rights.
• Distributing viruses, malware, or other harmful software.

User Content

You may be allowed to submit content to our website, such as comments or feedback. By submitting content, you grant Labskin a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute the content in any media. You represent and warrant that you have the right to grant this license and that your content does not violate any third-party rights.

Privacy

Your use of our website is also governed by our Privacy Policy, which can be found here. By using our website, you consent to the practices described in the Privacy Policy.

Disclaimers and Limitation of Liability

Disclaimer of Warranties

Our website and its content are provided “as is” and “as available” without any warranties of any kind, either express or implied. Labskin does not warrant that the website will be uninterrupted or error-free, that defects will be corrected, or that the website is free of viruses or other harmful components.

Limitation of Liability

To the fullest extent permitted by law, Labskin shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of or inability to use the website, even if Labskin has been advised of the possibility of such damages.

Indemnification

You agree to indemnify, defend, and hold harmless Labskin, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees arising out of or relating to your violation of these Terms and Conditions or your use of the website.

Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with these terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Changes to Terms and Conditions

Labskin reserves the right to update or modify these Terms and Conditions at any time without prior notice. Your continued use of the website following any changes indicates your acceptance of the new terms. We encourage you to review these terms periodically for any updates.

Contact Information

If you have any questions or concerns about these Terms and Conditions, please contact us at:

Talk to the Labskin Team
York Biotech Campus
Sand Hutton
York
England
YO41 1LZ

Phone: +44 (0) 7387 001 146 (Office Line)
Email: info@labskin.co.uk

Thank you for visiting www.labskin.co.uk. We hope you find our website informative and useful.