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DiscoverXTerms and Conditions Governing Website Ecommerce Transactions

Welcome to DiscoverX, and thank you for your interest in purchasing our products/services. We value your business and our goal is to make your purchasing experience as smooth as possible. Below you will find DiscoverX's general Terms and Conditions of Sale, which apply to your purchase   If you have any questions about our quotation or ordering process, please contact us.

Refunds

DiscoverX shall remedy or replace any defect resulting from faulty design, materials or workmanship which appear within 13 months from delivery or such shorter period or expiry date as may be indicated on any package insert or other material accompanying consumable products. The Purchaser shall notify DiscoverX in writing of any defect which appears within two weeks after discovery of the defect. The notice shall contain a description of the defect to be valid.  DiscoverX shall only be liable for defects which appear under the conditions of operation provided for in the contract and under proper use of the Product. DiscoverX shall not be liable for defects arising out of faulty maintenance, incorrect usage or improper storage by the Purchaser, or by alterations carried out without DiscoverX’s consent in writing, or defects caused by normal wear and tear or deterioration.

Delivery policy

Any terms of delivery shall be construed according to the INCOTERMS in force at the time the order is placed. If no term of delivery is agreed the delivery shall be Delivered Duty Paid (DDP). Partial shipments shall be permitted. Delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and not of any contractual effect and DiscoverX shall not be under any liability to the Purchaser in respect of failure to deliver on any particular date or dates. All claims against DiscoverX based on any such approximated delivery date shall be excluded, except where DiscoverX has been guilty of gross negligence. The Purchaser is entitled to terminate the contract – without being entitled to compensation for the loss he has suffered as a result of DiscoverX’s failure to meet the approximated delivery date – if the delay compared to the approximated delivery date exceeds 6 weeks.

General Conditions of Sale

 

PREAMBLE

1. These General Conditions shall apply to all sales of products by DiscoverX. Any modification or deviation must be agreed in writing.
 

DRAWINGS AND DESCRIPTIONS

2. All information regarding price, technical and other data in catalogues, advertisements, price lists and other marketing material are approximate. Such information shall not be binding unless expressly referred to in the contract.

3. All drawings and technical specifications for the design of the Product or part thereof shall remain DiscoverX’s property. They may not be used, copied, reproduced, released or else be disclosed to any third party.
 

TERMS OF DELIVERY, PASSING OF RISK

4. Any terms of delivery shall be construed according to the INCOTERMS in force at the signing of the contract. If no term of delivery is agreed the delivery shall be Delivered Duty Paid (DDP). Partial shipments shall be permitted.
 

APPROXIMATED DELIVERY DATE

5. Delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and not of any contractual effect and DiscoverX shall not be under any liability to the Purchaser in respect of failure to deliver on any particular date or dates.

6. All claims against DiscoverX based on any such approximated delivery date shall be excluded, except where DiscoverX has been guilty of gross negligence.

7. The Purchaser is entitled to terminate the contract – without being entitled to compensation for the loss he has suffered as a result of DiscoverX’s failure to meet the approximated delivery date – if the delay compared to the approximated delivery date exceeds 6 weeks.
 

PRICE AND PAYMENT

8. In addition to the price, DiscoverX may charge the VAT applicable at any time and an administrative fee of the countervalue of EUR 15 for orders for less than the countervalue of EUR 100.

9. If the Purchaser fails to pay by the stipulated date, DiscoverX shall be entitled to interest at a rate equal to the official discount rate plus 3 per cent per annum from the day on which payment was due. If the Purchaser has not paid the amount due within three months DiscoverX may terminate the contract by notice in writing.
 

RETENTION OF TITLE

10. The Product shall remain the property of DiscoverX until paid for in full to the extent that such retention of property is valid under the applicable law. The Purchaser shall at the request of DiscoverX assist in taking any measure necessary to protect DiscoverX’s title to the Product in the country concerned. The retention of title shall not affect the passing of risk under Clause 4.
 

LIABILITY FOR DEFECTS

11. DiscoverX shall remedy or replace any defect resulting from faulty design, materials or workmanship which appear within 13 months from delivery or such shorter period or expiry date as may be indicated on any package insert or other material accompanying consumable products.

12. The Purchaser shall notify DiscoverX in writing of any defect which appears within two weeks after discovery of the defect. The notice shall contain a description of the defect to be valid.

13. DiscoverX shall only be liable for defects which appear under the conditions of operation provided for in the contract and under proper use of the Product. DiscoverX shall not be liable for defects arising out of faulty maintenance, incorrect usage or improper storage by the Purchaser, or by alterations carried out without DiscoverX’s consent in writing, or defects caused by normal wear and tear or deterioration.

DiscoveRx shall not be liable for defects arising out of faulty maintenance, incorrect usage or improper storage by the Purchaser, or by alterations carried out without DiscoveRx’s consent in writing, or defects caused by normal wear and tear or deterioration.
 

LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT

14. DiscoverX shall not be liable for any damage to property caused by the product after it has been delivered and is in the possession of the Purchaser. Nor shall DiscoverX be liable for any damage to products manufactured by the Purchaser, or to products of which the Purchaser’s products form a part.

If DiscoverX incurs liability towards any third party for such damage to property, the Purchaser shall indemnify, defend and hold DiscoverX harmless. DiscoverX and the Purchaser shall be mutually obliged to let themselves be summoned to the court examining claims for damages lodged against one of them on the basis of damage allegedly caused by the Product. The limitation of DiscoverX’s liability in the first paragraph of this Clause shall not apply where DiscoverX has been guilty of gross negligence.
 

FORCE MAJEURE

15. Either party shall be entitled to suspend performance of his obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstance beyond the control of the parties such as fire, war (whether declared or not), extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstances referred to in this Clause. A circumstance referred to in this Clause which had occurred prior to the formation of the contract shall give a right to suspension only if its effect on the performance of the contract could not be foreseen at the time of the formation of the contract.
 

EXPORT CONTROL

16. DiscoverX’s delivery of any Product is contingent upon the obtaining export license required by any country.
 

CONSEQUENTIAL LOSSES

17. Save as elsewhere stated in these conditions there shall be no liability for either party towards the other party for loss of production, loss of profit, loss of use, loss of contracts or for any consequential, economic or indirect loss whatsoever.
 

APPLICABLE LAW AND DISPUTES

18. The contract shall be governed by the substantive law of the country of the Purchaser.

19. All disputes arising in connection with the contract shall be finally settled under the Rules of conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The arbitration proceedings shall be conducted in the English language. However, DiscoverX may bring action in court for the collection of money.
 

PathHunter Products (All Products Beginning 93-XXXX) Specific Terms & Conditions


The product and/or its use is covered by one or more U.S. and/or foreign patents, patent applications, and trade secrets that are either owned by or licensed to DiscoverX Corporation. The right to use or practice the inventions in the foregoing patents (including method of use claims) by using or propagating this product is granted solely in connection with the use of appropriate substrates (protected under trade secret) purchased from DiscoverX Corporation or its authorized distributors.
 

Limited Use License Agreement

The cells and reagents (collectively Materials) purchased from DiscoverX are expressly restricted in their use. DiscoverX has developed a GPCR assay (Assay) that employs genetically modified cells and vectors (collectively, the “Cells”), and related detection reagents (the “Reagents”) (collectively referred to as “Materials”). By purchasing and using the Materials, the Purchaser agrees to comply with the following terms and conditions of this label license and recognizes and agrees to such restrictions:

1) Purchaser is permitted to use and propagate the Cells only for use in the Assay and in connection with Reagents purchased from DiscoverX Corporation or its authorized distributor.

2) The Materials are not transferable and will be used only at the site for which they were purchased. Transfer to another site owned by Purchaser will be permitted only upon written request by Purchaser followed by subsequent written approval by DiscoverX.

3) The Reagents contain or are based upon the proprietary and valuable know-how developed by DiscoverX, and the Reagents have been optimized by DiscoverX to function more effectively with the Cells in performing the Assay. Purchaser will not analyze or reverse engineer the Materials nor have them analyzed on Purchaser’s behalf.

4) In performing the Assay, Purchaser will use only Reagents supplied by DiscoverX or an authorized DiscoverX distributor for the Materials.

5) Purchaser will not use the Cells with any other reagents or substrates, other than the Reagents that are provided by or purchased from DiscoverX or an authorized DiscoverX distributor, in connection with the Materials.

6) The number of Assays performed will not exceed the authorized number for which Materials were purchased.

If the purchaser is not willing to accept the limitations of this limited use statement and/or has any further questions regarding the rights conferred with purchase of the Materials, please contact: Licensing Department, DiscoverX Corporation, 42501 Albrae Street Fremont, California. Phone (510) 979-1415 ext. 104 Email: info@discoverx.com.