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Ordering Terms and Conditions

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This page sets out the terms and conditions on which Horizon Discovery Limited (“Horizon”) supplies the products (“Products”) either listed on Horizon’s website www.horizondx.com (“Our Site”) or provided as a product quotation. Please read these terms and conditions carefully before ordering any Products. By ordering any of Horizon’s Products, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

1. INFORMATION ABOUT HORIZON

Horizon operates the website www.horizondx.com. Horizon Discovery Limited is a company registered in England and Wales under company number 5363294 and with its registered office at Building 7100, Cambridge Research Park, Waterbeach, Cambridge CB25 9TL. Horizon’s VAT number is GB916666790.

2. HOW THE CONTRACT IS FORMED BETWEEN YOU AND HORIZON

2.1 After placing an order:

(a) On Our Site, you will receive an e-mail from Horizon acknowledging that Horizon has received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to Horizon to purchase the Products. All orders are subject to acceptance by Horizon, and Horizon will confirm such acceptance to you by sending you an email that confirms that the Products have been despatched (“Despatch Confirmation”). The contract between Horizon and you (“Contract”) shall be subject to, and incorporate, these terms and conditions and will only be formed when Horizon sends you the Despatch Confirmation.

(b) By telephone, following the placing of your order you will receive confirmation from Horizon acknowledging that Horizon has received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to Horizon to purchase the Products. All orders are subject to acceptance by Horizon, and Horizon will confirm such acceptance to you by sending you confirmation that the Products have been despatched (“Despatch Confirmation”). The contract between Horizon and you (“Contract”) shall be subject to, and incorporate, these terms and conditions and will only be formed when Horizon sends you the Despatch Confirmation.

(c) By fax, following the placing of your order you will receive confirmation from Horizon acknowledging that Horizon has received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to Horizon to purchase the Products. All orders are subject to acceptance by Horizon, and Horizon will confirm such acceptance to you by sending you confirmation that the Products have been despatched (“Despatch Confirmation”). The contract between Horizon and you (“Contract”) shall be subject to, and incorporate, these terms and conditions and will only be formed when Horizon sends you the Despatch Confirmation.

2.2 The Contract will relate only to those Products whose despatch Horizon has confirmed in the Despatch Confirmation. Horizon will not be obliged to supply any other Products which may have been part of your order until the despatch of such Products has been confirmed in a separate Despatch Confirmation.

3. LIMITED USE LICENCE

3.1 The Products and their use are subject to the proprietary rights, including patent rights, of Horizon. You acknowledge that the Products embody Horizon’s, confidential proprietary information and know how. Horizon grants you a non-exclusive, nontransferable, licence to use the Products for the duration of their shelf life solely for the permitted purposes set out below. The Products may not be used for any other purposes; in particular, but without limitation, the Products may not be used for the prohibited purposes set out below.

3.2 Permitted Purposes – All products are for research and development use only and not for use in diagnostic or therapeutic procedures. You must use our products in line with our instructions, and you may not resell them or otherwise act as a distributor of our products. We do not submit our products for regulatory review by any government or other organisation, and we do not validate them for clinical, diagnostic or therapeutic use, for safety and effectiveness, or for any other specific use or application. You are responsible for making sure that the way you use our products is in line with all laws which may apply as well as all regulations and government policies. You must get all related and necessary approvals, intellectual property rights, licenses and permission you may need.

3.3 Prohibited Purposes – Disposing of the Products, offering the Products for resale or otherwise distributing or transferring the Product to any third party for any purpose, except as expressly set out in these terms and conditions.

4. AVAILABILITY AND DELIVERY

Horizon will use its reasonable efforts to fulfil your order by the delivery date set out in the Despatch Confirmation or, if no delivery date is specified, then within a reasonable time of the date of the Despatch Confirmation.

5. RISK AND TITLE

5.1 The Products will be at your risk from the time of delivery to you.

5.2 Ownership of the Products will remain with Horizon save that you shall have a licence to use the Products in accordance with Clause 3. You undertake either to use or destroy all Products within their shelf life. You shall destroy all Products which you have used.

6. PRICE AND PAYMENT

6.1 The price of the Products and Horizon’s delivery charges will be as quoted on Our Site from time to time, except in cases of obvious error and are exclusive of value added tax and any other applicable taxes and duties. The price and delivery charge payable is that stated on the site as at the date your order is received, unless agreed otherwise.

6.2 Product prices and delivery charges are liable to change at any time, but changes will not affect orders in respect of which Horizon has already sent you a Despatch Confirmation.

6.3 Horizon will send an invoice to you in respect of the Products following the despatch of the Products to you. All invoices must be paid by you, in cleared funds, without any deduction or set off, to the account specified in the invoice within 30 (thirty) days of the date of the invoice.

6.4 Time of payment shall be of the essence. In the event of failure to pay by the due date, Horizon reserves the right to withhold delivery of subsequent Products and to charge interest on overdue amounts at the rate of 3% (three per cent) above the then prevailing bank rate of the Bank of England.

6.5 Horizon reserves the right to charge for any additional delivery and general costs which may be incurred for any Products which cannot be delivered, other than by reason of any default on the part of Horizon, when Horizon seeks to deliver Products pursuant to an order placed by you.

7. HORIZON’S RETURNS POLICY

Products may not be returned to ourselves without agreement from Horizon’s Technical Services Department.

8. WARRANTY AND ACCEPTANCE

8.1 Horizon warrants that its Products will meet their stated product specifications in effect at the time of shipment.

8.2 You must inspect the Products upon delivery and notify Horizon’s Technical Services Department of any Product which does not meet the order in terms of the type or quantity of Product ordered, or any Product which does not meet its specification, as soon as reasonably possible and in any event within 30 (thirty) days of your receipt of the relevant Product. If Horizon does not receive notice within such 30 (thirty) day period you will be deemed to have accepted the Products.

8.3 THE PRODUCTS ARE SUPPLIED TO YOU FOR RESEARCH AND DEVELOPMENT USE ONLY AND ARE PROVIDED "AS IS" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

9. HORIZON’S LIABILITY

9.1 Subject to clause 9.3 Horizon’s liability to you shall be limited to the purchase price of the Products in respect of which any claim by you arises.

9.2 Horizon shall not be liable for:

(a) Any professional advice it may offer in relation to the use of the Products or your use of the Products other than for the permitted purposes as set out in Clause 3.

(b) Special, incidental or consequential damages, for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with these terms and conditions or any Contract.

9.3 Nothing in these terms and conditions or any Contract shall be taken to limit or exclude the liability of Horizon for death or personal injury caused by its negligence or due to its fraudulent misrepresentation.

10. IMPORT COSTS

10.1 If you order Products for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that Horizon have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

10.2 Please also note that you must comply with all applicable laws and regulations of any country for which the Products are destined. Horizon will not be liable for any failure of the Products to comply with the laws and regulations of the country for which they are destined for or any breach by you of any such laws.

11. TERM AND TERMINATION

11.1 Each Contract entered into can be terminated, in whole or in part, in accordance with the following provisions:

(a) By either party upon the occurrence of any material default in performance by the other party, provided that any defaulting party shall be given thirty (30) days’ prior written notice and details of the default and the opportunity to cure the default during such thirty (30) day period (if the default is capable of remedy); or

(b) Immediately by either party if the other party becomes insolvent or if all or a substantial part of its business or assets shall be placed in the hands of an insolvency practitioner or an analogous event occurs in any jurisdiction.

11.2 The licence granted by Horizon to you pursuant to Clause 3 shall terminate immediately on the termination of this Contract for any reason.

11.3 Without prejudice to Clause 11.2, the expiration or termination of this Contract shall be without prejudice to any rights or obligations of the parties that may have accrued prior to the expiry or termination and, except as otherwise expressly provided in these terms and conditions, shall not limit any rights or remedies which may be available by law or otherwise.

12. WRITTEN COMMUNICATIONS

When using Our Site or placing orders by telephone or fax, you accept that communication with Horizon will be mainly electronic. Horizon will contact you by email or provide you with information by posting notices on Our Site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that Horizon provide to you electronically comply with any legal requirement that such communications be in writing.

13. NOTICES

All notices given by you to Horizon must be sent to Building 7100, Cambridge Research Park, Waterbeach, Cambridge CB25 9TL or info@horizondx.com. Horizon may give notice to you at either the email or postal address you provide to Horizon when placing an order, or in any of the ways specified in clause 12 above. Notice will be deemed received and properly served immediately when posted on Our Site, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

14. TRANSFER OF RIGHTS AND OBLIGATIONS

14.1 Each contract between you and Horizon is binding on you and Horizon and on Horizon’s respective successors and assignees.

14.2 You may not transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without Horizon’s prior written consent.

14.3 Horizon may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of Horizon’s rights or obligations arising under it, at any time during the term of the Contract.

15. EVENTS OUTSIDE HORIZON’S CONTROL

15.1 Horizon will not be liable or responsible for any failure to perform, or delay in performance of, any of Horizon’s obligations under a Contract that is caused by events outside Horizon’s reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Horizon’s reasonable control and includes in particular (without limitation) the following: strikes, lock-outs or other industrial action; civil commotion, riot, war (whether declared or not); fire, explosion, storm, flood, or other natural disaster; impossibility of the use of any means of transport; and the acts, decrees, legislation, regulations or restrictions of any government.

15.2 Horizon’s performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and Horizon will have an extension of time for performance for the duration of that period. Horizon will use Horizon’s reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which Horizon’s obligations under the Contract may be performed despite the Force Majeure Event.

16. GENERAL

16.1 You shall not disclose the relationship between the parties or the existence of this Contract or its terms to any third party without the consent of Horizon.

16.2 If any one or more of the provisions of our Contract should be held by any court to be unenforceable, such provision shall be validly reformed to as nearly as possible to approximate the intent of the provision and, if unreformable, shall be divisible and deleted in such jurisdiction.

16.3 This Contract, constitutes the entire understanding and agreement of Horizon and yourself with respect to the subject matter hereof and cancels and supersedes all prior agreements, whether verbal or written, between ourselves with respect to the subject matter hereof. Each of Horizon and yourself respectively acknowledge that, in entering into this Contract, it has not relied on, and, to the extent permitted by law, shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract. This clause shall not be interpreted as excluding any liability for fraud. No modification of any provision of this Contract shall be effective unless made in writing and signed by a duly authorized officer of both yourself and Horizon.

16.4 A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.5 No delay or failure of Horizon or yourself in exercising or enforcing any of its rights or remedies under this Contract shall operate as a waiver of those rights.

16.6 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

17. HORIZON’S RIGHT TO VARY THESE TERMS AND CONDITIONS

17.1 Horizon have the right to revise and amend these terms and conditions from time to time.

17.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from Horizon, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if Horizon notify you of the change to those policies or these terms and conditions before Horizon send you the Despatch Confirmation (in which case Horizon have the right to assume that you have accepted the change to the terms and conditions, unless you notify Horizon to the contrary within seven working days of receipt by you of the Products).

18. LAW AND JURISDICTION

Contracts for the purchase of Products through Our Site, by telephone or fax and any dispute or claim arising out of or in connection with them or their subject matter or formation will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation will be subject to the exclusive jurisdiction of the courts of England, save that Horizon may bring an action against you for non-payment in any jurisdiction it deems desirable.

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