Clear Horizon Online Limited T/A Vexaura – Terms and Conditions for Supply of Goods and Services

The Buyer’s attention is particularly drawn to Clause 1

1. Definitions

Seller: Vexaura of; Chesterfield, Derbyshire, S42 7JL United Kingdom.
Buyer: The person who buys or agrees to buy the Goods and/or Services from the Seller.
Conditions: The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Goods: The items which the Buyer agrees to buy from the Seller as set out in the Order.
Price: The price for the Goods, excluding VAT and any carriage, packaging, and insurance costs.
Force Majeure Event: Has the meaning set out in clause 16.
Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications, renewals, or extensions.
Order: The Buyer’s order for the supply of Goods and/or Services, as set out in the Buyer’s purchase order form or written acceptance of the Seller’s quotation.
Services: The services supplied by the Seller to the Buyer as set out in the Order.
Seller Materials: Has the meaning set out in clause 12.1.6.

2. Conditions

2.1 These Conditions form the basis of the contract between the Seller and Buyer for the sale of Goods and/or Services, excluding all other terms including the Buyer’s purchase conditions.
2.2 All orders are deemed an offer by the Buyer to purchase under these Conditions.
2.3 Acceptance of delivery or commencement of Services is conclusive evidence of acceptance of these Conditions.
2.4 Variations require written agreement by a Partner of the Seller.
2.5 These Conditions represent the entire agreement between the Seller and Buyer.

3. Price

The Price shall be the price quoted on the Order.

4. Payment and Interest

4.1 Payment of Price and VAT is due within 30 days of the invoice date unless otherwise specified.
4.2 Interest on overdue invoices accrues daily at 8% per annum above the Bank of England base rate.
4.3 The Buyer shall pay all accounts in full and may not set off or counter-claim against Seller invoices.

5. Goods

5.1 The Goods are described in the Order.
5.2 The Seller reserves the right to amend Goods specifications if required by applicable law.

6. Warranties

6.1 The Seller warrants that for one month from delivery or commencement of Services, the Goods and/or Services shall:
6.1.1 Conform with their description;
6.1.2 Be of satisfactory quality (Sale of Goods Act 1979);
6.1.3 Be fit for purpose held out by the Seller; and
6.1.4 Be carried out in accordance with the Supply of Goods and Services Act 1982.

7. Delivery of Goods

7.1 Delivery shall be made to the Buyer’s address.
7.2 Seller will use reasonable endeavours to dispatch on agreed dates but cannot guarantee delivery times.
7.3 Seller not liable for late or short delivery.
7.4 If Buyer fails to take delivery, Seller may store and insure Goods at Buyer’s cost.

8. Acceptance of Goods

8.1 Buyer deemed to have accepted Goods one day after delivery.
8.2 Buyer must inspect within two days and notify Seller in writing of defects.
8.3 Once accepted, Buyer cannot reject non-conforming Goods.

9. Title and Risk

9.1 Risk passes on delivery.
9.2 Title remains with Seller until full payment, including interest and costs.
9.3 Buyer holds Goods as bailee and must identify them as Seller’s property.
9.4 Seller may repossess Goods before title passes and enter premises to do so.
9.5 Seller may sue for the price even if title has not passed.

10. Carriage of Goods

Carriage is chargeable on all sales under £75 on the physical supply of goods.

11. Supply of Services

11.1 Seller shall provide Services.
11.2 Dates are estimates only.
11.3 Seller may change Services where required by law or safety.

12. Buyer’s Obligations

12.1 The Buyer shall:
12.1.1 Ensure Order terms are complete and accurate;
12.1.2 Co-operate with the Seller;
12.1.3 Provide necessary access and information;
12.1.4 Maintain required licences and consents;
12.1.5 Keep Seller Materials safe and in good condition.
12.2 Buyer Default: If the Buyer fails to cooperate or delays the Seller’s performance, the Seller may suspend services and recover any costs.

13. Intellectual Property Rights

13.1 All intellectual property arising from the Services belongs to the Seller.
13.2 Buyer’s use of third-party IP is conditional on Seller obtaining proper licences.
13.3 All Seller Materials remain the property of the Seller.

14. Limitation of Liability

The Buyer’s attention is particularly drawn to this clause.

14.1 Nothing in these Conditions limits Seller’s liability for death, personal injury, fraud, or statutory breaches.
14.2 Subject to 14.1:
14.2.1 No liability for loss of profit or indirect loss;
14.2.2 Total liability limited to £250.
14.3 After the Warranty Period, implied terms are excluded to the fullest extent permitted by law.
14.4 This clause survives termination.

15. Termination

15.1 Either party may terminate with one month’s notice.
15.2 Immediate termination permitted if the other party breaches contract, becomes insolvent, bankrupt, or otherwise unable to fulfil obligations.
15.3 Seller may terminate or suspend supply if Buyer fails to pay.
15.5 On termination:
15.5.1 Buyer must pay all outstanding invoices immediately;
15.5.2 Return Seller Materials;
15.5.3 Rights accrued remain unaffected;
15.5.4 Certain clauses continue after termination.

16. Force Majeure

16.1 Defined as events beyond Seller’s reasonable control (e.g. strikes, war, natural disasters, government actions).
16.2 Seller not liable for delays or failures caused by Force Majeure.
16.3 If continued for more than [NUMBER] weeks, Seller may terminate the Contract.

17. General

17.1 Notices: Must be in writing to the registered address or principal place of business. Email accepted.
17.2 Waiver: Must be in writing. Delay does not waive rights.
17.3 No partnership or agency: Nothing creates agency or authority.
17.4 Third parties: No third-party rights under the Contract.
17.5 Entire agreement: Supersedes all prior agreements.
17.6 Variation: Only effective if in writing and signed by Seller.
17.7 Governing law: England and Wales.
17.8 Jurisdiction: Courts of England and Wales have exclusive jurisdiction.