1. Application and Entire Agreement
These Terms and Conditions (“Terms”) apply to all sales of goods (“Goods”) by Keyflow Feeds Inc., a Delaware corporation, with its principal place of business at 4600 140th Avenue North, Suite 180, Clearwater, Florida, 33762 (“Keyflow,” “we,” “us,” or “our”), to any buyer (“Buyer,” “you”), whether a business or an individual consumer.
These Terms, together with our order confirmation and any written amendments expressly agreed to and signed by us, constitute the entire agreement (“Contract”) between the parties and supersede all prior or contemporaneous agreements, negotiations, representations or communications, whether written or oral.
These Terms shall exclusively govern the Contract and prevail over any conflicting, different or additional terms proposed by Buyer unless we expressly agree in writing. Buyer’s acceptance of delivery of the Goods, payment for the Goods, or any other performance under the Contract shall constitute Buyer’s acceptance of these Terms.
2. Interpretation
● “Business Day” means any day other than a Saturday, Sunday, or federal holiday in the United States.
● “Force Majeure Event” means events beyond our reasonable control, including, but not limited to, acts of God, natural disasters, pandemics, war, terrorism, any government action or any action by a public authority including without limitation imposing an export or import restriction, quota or prohibition, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical, biological contamination or sonic boom, labor disputes, transportation failures, the collapse of buildings, fire, explosion or accident or supplier non-performance.
● Headings are for reference only. Words in the singular include the plural and vice versa.
3. Customer Information and Privacy
When you apply to open an account with us, and at any time thereafter in connection with the establishment, maintenance, monitoring, renewal, or enforcement of your account where necessary for its ongoing operation, we may search your record at one or more credit reference agencies using the information you have provided. We will use the information obtained, including through automated processes such as credit scoring, to assess your application, set or adjust credit limits and payment terms, manage your account, monitor ongoing creditworthiness and verify your identity.
Whether or not your application proceeds, the credit reference agency will place a record of our search on your credit file. This record (but not our name) may be visible to other organizations when you apply for credit in the future.
Credit reference agencies may supply us with information about you, your principals, or affiliated entities, including details of previous applications, fraud prevention information, and publicly available information such as County Court Judgments, bankruptcies, liens and electoral register information, where applicable and permitted by law.
If you provide false or inaccurate information and we identify fraud, suspected fraud or material representation, we may record this information with fraud prevention agencies. Law enforcement agencies and other organizations may access and use this information to prevent fraud, money laundering, and related crimes, and we shall not be liable for any resulting consequences to you.
Where it is necessary for the performance, enforcement or protection of any contract under these Terms, we may disclose relevant information about you and your account to any company, service provider, or third party involved in the necessary performance of the Contract, including payment processors, logistics providers, insurers, collection agencies or professional advisers.
We may assess creditworthiness using third-party agencies in compliance with the Fair Credit Reporting Act (FCRA) and other applicable U.S. federal and state laws. By submitting your information, you expressly authorize and consent to such checks.
All personal data will be processed lawfully, fairly, and transparently, with relevance and proportionality, to the extent required by applicable law.
You have the right to request access to a copy of the personal information we hold about you, and to request correction or deletion where permitted by law; however, such rights may be limited where retention is required for legal, regulatory, credit-risk, fraud-prevention, or contractual purposes. Any such request must be made in writing using the contact details set out in Section 21.
4. Goods
Descriptions, specifications, weights, dimensions, capacities, performance ratings, characteristics, illustrations, and any other data on Keyflow’s catalogs, prospectuses, circulars, advertisements, price lists, and websites are for informational purposes only. They are only approximate and shall not bind Keyflow.
We may, at any time in our sole discretion, modify the Goods to comply with any applicable U.S. safety, health, environmental or regulatory standards, including requirements under the FDA, USDA, or other relevant authorities, or to reflect changes in law, regulation, guidance, or industry standards, without prior notice and without liability, provided that such modifications do not materially and adversely alter the intended function or quality of the Goods.
5. Price
The price (“Price”) is as stated in our sales order or otherwise agreed in writing by Keyflow.
Prices exclude any applicable taxes, including federal, state, and local sales or use taxes, tariffs, customs, duties, excise, license, gross receipts or any other assessments which may be applicable, which will be added unless you provide a valid exemption certificate.
Prices include standard packaging but exclude shipping, insurance, or handling unless otherwise specified by Keyflow in writing. Prices are subject to adjustment at Keyflow’s sole discretion to reflect any increases in material, component, energy, freight, shipping, insurance, customs, tariffs, duties, taxes, or labor costs, or other costs outside Keyflow’s reasonable control, upon written notice to Buyer, without liability, and Buyer’s continued performance or acceptance of the Goods shall constitute acceptance of such adjusted prices.
6. Order Cancellation and Modification
Orders may be canceled by Buyer before written confirmation by Keyflow. Once an order is confirmed in writing by Keyflow, cancellations or modifications by Buyer shall require Keyflow’s written approval and may incur reasonable and, where applicable, non-refundable, administrative, restocking, or production costs, including costs incurred or committed prior to cancellation or modification. Buyer shall pay for such costs.
Keyflow may cancel an order at any time prior to shipment, without liability, if Keyflow determines, in its sole discretion, that Buyer’s creditworthiness, payment history, financial condition, regulatory status, or compliance with these Terms or applicable law poses a material risk.
7. Payment
Unless otherwise specified in writing by Keyflow in the relevant invoice or communicated to you by Keyflow prior to dispatch, payment shall be received by wire transfer on Keyflow’s account within thirty (30) calendar days from the invoice date.
All payments must be made in U.S. Dollars.
Late payments are subject to interest at 1.5% per month (18% per annum) or the maximum lawful rate, whichever is lower. Buyer shall pay all of Keyflow's costs of collection of any amounts past due, including, but not limited to, attorneys' fees, court costs, witness fees, travel and lodging.
You may not withhold or offset payments without our prior written consent, except as required by law.
For consumer buyers, payment shall be received on Keyflow’s account at or before shipment unless otherwise agreed by Keyflow.
If Buyer does not fulfill its payment obligations to Keyflow completely or within the applicable payment period, Keyflow will be entitled to suspend its obligations to Buyer completely and/or not to perform them. Keyflow will also be entitled to terminate the Contract immediately by notifying Buyer in writing.
8. Delivery
Delivery will be made to the location specified in the order. Risk of loss shall transfer to Buyer upon delivery of the Goods to Buyer at the delivery location. Where Buyer arranges collection of the Goods, risk of loss shall transfer at the time the Goods are handed over to Buyer or Buyer’s carrier.
Any specific shipping date designated in writing signed by Keyflow shall be interpreted as estimated and in no event shall dates be construed as falling within the meaning of “time is of the essence”. Keyflow shall not be responsible for any delays in filling orders, nor shall it be liable for any loss or damages resulting from such delays regardless of whether such delays are due to force majeure or otherwise.
Under no circumstances shall Buyer or Buyer's customers be entitled to any damages for Keyflow's failure to deliver on time, and Buyer agrees to indemnify, defend and hold Keyflow harmless against any costs and expenses related to any claims for lost profits or other consequential damages based on Keyflow’s failure to deliver timely.
If you fail to take delivery at the date specified in the order or later agreed to by Keyflow, the delivery of the Goods shall nevertheless be deemed accepted by Buyer that shall therefore pay for the Goods delivered. In such circumstances, Keyflow may, in its sole discretion:
● Store the Goods at Buyer’s risk and expense; and
● After ten (10) Business Days, resell or dispose of the Goods and deduct related costs from any refund due.
We may deliver Goods in installments, each of which constitutes a separate sale.
9. Inspection and Acceptance
You must inspect Goods immediately upon delivery. Claims for damage, defect, or shortage must be submitted in writing within three (3) Business Days after delivery.
If you fail to provide a claim within that timeframe, the Goods are deemed accepted in good condition.
For valid claims, we may, at our option, replace or refund the defective Goods. Returns must be authorized in advance and shipped prepaid unless otherwise agreed.
10. Risk of Loss and Security Interest
Risk of loss shall transfer to Buyer upon delivery of the Goods to Buyer at the delivery location. Where Buyer arranges collection of the Goods, risk of loss shall transfer at the time the Goods are handed over to Buyer or Buyer’s carrier.
In order to protect and secure payment of all debts due and owing from Buyer and until Keyflow has been paid in full, Buyer hereby grants to Keyflow a security interest in the Goods, and all proceeds and all accounts receivables resulting from the sale of the Goods. In connection therewith, Buyer hereby authorizes Keyflow to take all necessary steps to file such financing statements and exhibits with the proper authorities, including the filing of a UCC-1 financing statement.
Until Buyer has paid for the Goods in full, Buyer shall not pledge, mortgage, encumber, or create or suffer to exist a security interest in the Goods in favor of any person other than Keyflow unless written approval of such other security interest is given by Keyflow. Additionally, Buyer agrees to keep the Goods insured to their full value until payment is received by Keyflow. In the event Buyer sells the Goods to a third party before payment in full is received by Keyflow, Buyer agrees to secure its security interest in the Goods at the time of sale to its customer in order to protect Keyflow’s interests to the greatest extent possible.
11. Termination
We may terminate this Contract immediately upon written notice if:
● Buyer materially breaches these Terms or any other contract and fails to cure within ten (10) Business Days;
● It is our belief that Buyer will fail to fulfill one or more of its obligations under these Terms or any other contracts;
● Buyer becomes insolvent, files for bankruptcy, or has a receiver appointed; or
● Buyer makes an assignment for the benefit of creditors;
● The enterprise operated by Buyer has been fully or partly transferred to a third-party without our consent;
● Buyer disregards any applicable statute, law, ordinance, code, order, rule, regulation, proclamation or other governmental requirement.
Termination shall not affect our right to collect sums due or recover damages for prior breaches. Buyer agrees to pay any of our costs, damages, attorneys’ fees and other expenses associated with our termination of the Contract with Buyer pursuant to the terms of this Section. Our right of termination shall be without prejudice to any claims or other rights or remedies which we may have against Buyer by operation of law or otherwise.
12. Limited Warranty and Limitation of Liability
We warrant that the Goods will conform to any agreed specifications and be free from material defects in materials and workmanship for a period of thirty (30) calendar days from delivery, unless otherwise stated in writing.
If a defect covered by this limited warranty arises during the warranty period, our sole obligation, and Buyer’s exclusive remedy, shall be, at our option, to replace the Goods or refund the Price paid for the affected Goods.
This limited warranty does not apply to defects or damage resulting from misuse, abuse, neglect, failure to follow instructions, modification, alteration, normal wear and tear, or use inconsistent with the intended purpose of the Goods.
To the fullest extent permitted by applicable law:
● Our total liability arising out of or relating to the Goods, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed the Price paid for the affected Goods.
● We shall never be liable for indirect, consequential, incidental, special or punitive damages, including loss of profits, loss of business or business interruption.
13. Indemnification
Except as otherwise provided herein, Buyer, on its own behalf and on behalf of its parent, subsidiary(ies), affiliated and related companies, and their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors, and assigns (the “Indemnifying Parties”), assumes liability for, and shall pay when due, and shall indemnify, reimburse, and hold Keyflow, and its parent, subsidiary, affiliated and related companies, and their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors, and assigns (the “Indemnified Parties”) harmless from and against any and all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature, and all costs and expenses whatsoever, including, without limitation, reasonable attorneys’ fees and expenses, fines, penalties or other charges of any applicable governmental authorities, damage to or loss of use of property (including consequential or special damages to third parties or to Buyer’s property), or bodily injury to or death of any person (including any agent or employee of Buyer, user of the Goods, or any other person), whether arising directly or indirectly in connection with or relating to: (i) the acquisition, use, purchase, shipment, transportation, delivery, ownership, storage, return, or condition of the Goods (regardless of whether the Goods are at the time in the possession of the Indemnifying Parties); (ii) the falsity of any representation or warranty of Buyer; or (iii) Buyer’s failure to comply with these Terms. This indemnity expressly includes, without limitation, any claim for negligence, gross negligence, or liability in tort.
14. Intellectual Property
All intellectual property rights to, ownership of, and interest in all Goods, products, trademarks, trade names, logos, distinctive marks, designs, and other materials created and/or made available by Keyflow hereunder or within the framework of the relationship between Buyer and Keyflow (the “Intellectual Property”) are vested exclusively in Keyflow. Buyer shall not reproduce, modify, transfer, grant, assign, license or use the Intellectual Property, except in accordance with these Terms.
Buyer shall not remove or alter indications concerning intellectual property rights and concerning the confidential nature of information from Goods, products, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by Keyflow and the Goods delivered.
Keyflow makes no warranty concerning the appropriateness of the Goods. Moreover, Keyflow makes no warranty that the Goods or other Intellectual Property of Keyflow do not infringe the rights of third parties.
15. Force Majeure
Neither party is liable for delays or non-performance caused by Force Majeure Events. Each party will notify the other within five (5) calendar days of such event and make reasonable efforts to resume performance of its obligations under the Contract.
If the Force Majeure Event continues for more than sixty (60) calendar days, either party may terminate the the Contract, in whole or in part, by providing fourteen (14) calendar days’ prior written notice to the other party.
16. Notices
All notices must be in writing and delivered:
● By hand;
● By overnight courier, return receipt requested; or
● By email with confirmation of receipt.
Notices shall be deemed delivered and effective as follows: (a) if delivered by hand, at the time of delivery; (b) if sent by overnight courier, three (3) Business Days after posting; and (c) if sent by email, on the date a return receipt is received, but in no event later than three (3) Business Days after the email is sent, provided that no bounce-back, delivery failure, or similar notification is received.
17. No Waiver
No delay or failure in exercising any right under these Terms constitutes a waiver of that right or any other right.
18. Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force. The invalid provision shall be modified to the extent necessary to be enforceable.
19. Assignment
Buyer shall not assign or transfer these Terms or any related contract or purchase order without the prior written consent of Keyflow. Keyflow shall expressly be permitted to assign or transfer, without the prior written consent of Buyer, Keyflow’s right to receive any or all of the payment due from Buyer under these Terms.
20. Governing Law and Jurisdiction
This Contract and all related disputes are governed by the laws of the state of Delaware and applicable U.S. federal law.
Both parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.
The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply.
21. Contact Information
Keyflow Feeds Inc.
4600 140th Ave North
Suite 180
Clearwater
Florida
33762
USA
Tel: +1 727 400 3837
Email: advice@keyflowfeeds.us
United Kingdom
International Stockists