Application of these terms and order process:
- These terms and conditions shall apply to all contracts between Keyflow (UK) Ltd and you for the sale of products by us (including animal feeds) and the provision of Bulk Bins on loan (Products). No terms or conditions endorsed on, delivered with or contained in any purchase order, confirmation of order, specification or other document you send to us shall form part of any contract between us and you acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in these terms and conditions.
- Each order or acceptance of a quotation for Products sent by you to us shall be deemed to be an offer by you to buy Products subject to these conditions. No order placed by you shall be deemed to be accepted by us until a written acknowledgement of order or order confirmation email is sent by us or (if earlier) we deliver the Products to you.
- You shall ensure that the terms of your order and any applicable specification are complete and accurate. In placing an order with us you agree and undertake to observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits required to purchase Products from our site. The importation or exportation of certain of our Products to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the Products you purchase. If you are buying Products from outside the UK then you should check the applicability of any local laws.
- The quantity and outline description of the Products shall be as set out in our confirmation of order form, letter or email and our delivery note. A detailed nutritional breakdown of our feeds is attached to the Bulk Bin or bags of feed.
- All samples, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them.
- Unless you are a natural person placing an order for Products to be supplied by us for private use outside the course of a business (Consumer) and you have the statutory right to cancel your order you will not be entitled to cancel or amend an order once communicated to us without our agreement.
- Where you are acting as a Consumer and purchasing goods which carry no contamination risk you will be able to cancel your order within 7 working days, beginning on the day after you received the goods by providing us with written notice by email to email@example.com. In this case you will receive a full refund of the price paid for the goods including any amount paid by you for outbound delivery. You must arrange the return of the goods as soon as reasonably practicable and at your own cost. You have a legal obligation to take reasonable care of the goods while they are in your possession.
- Because feed is perishable and also because of the potential for contamination, we are unable to accept cancellations or returns of bagged feed or Bulk Bins containing feed.
- We may however agree in our sole discretion to refund the return of Bulk Bins containing feed where the seal to the Bulk Bin is unbroken.
- You have 14 calendar days to return an item from the day you received it. If you have purchased a bulk bin the seal can be broken but the goods must have visible damage or otherwise be unsuitable for use. The same applies for bagged products and supplement tubs. You can request a return by contacting the sales team on 01672519000 or emailing firstname.lastname@example.org and providing details. You may be asked to provide photo evidence of any damage or contamination before a collection is scheduled. Upon approval by our team we will either provide a refund or suitable replacement. We may request a proof of purchase and/or proof of delivery.
- The price for the Products (Price) is as stated on our confirmation of order form or email and exclusive of VAT unless otherwise stated.
- The Price is exclusive of any costs or charges in relation to the Products including (but not limited to) any cross border taxes, import duties or customer charges. You will be responsible for all such charges.
- We shall be entitled to invoice for the Products at any time following an order. Unless otherwise agreed with us you will need to make payment:
- by cash, credit/debit card or by Paypal at the time you place your order; or
- where you have an approved customer account with us then payment shall be made by you by Direct Debit in cleared funds within 30 days of the date of our invoice. Provision of a Direct Debit mandate is a requirement of opening up an account with us.
- Where you do not hold a customer account we will not deliver the Products until we have received payment in cleared funds.
- Where we agree exceptionally that you may pay by cheque, then where any cheque is returned then an additional charge of £15 shall be made and if returned a second time a further charge of £20 shall be made by us to reflect our reasonable administration charges associated with processing the these cheques.
- Where you have an approved customer account and payment is not made by the due date then without prejudice to any other rights which we may have pursuant to this contract or at law we reserve the right to:
- charge interest at a rate equal to the County Court rate from time to time in force on the outstanding balance and interest shall accrue on a daily basis from the due date until the actual date of payment of the overdue amount, whether before or after judgment;
- cancel or suspend your customer account and will not accept further orders until you have paid the outstanding amount.
- Any Bulk Bins provided to you as part of your order are on loan. Bulk Bins on loan to you shall at all times remain the property of Keyflow (UK) Ltd.
- Where your order includes a Bulk Bin the Price includes the loan of the Bulk Bin from the date of Delivery until you order a replacement Bulk Bin or 3 months has passed from the date of delivery (whichever is the sooner) (Collection Date).
- Where you have provided us with your credit or debit card details in connection with an order then you give your consent to us holding your card details securely so that we are able to use these details in respect of future orders. At any time where we are unable to recover a Bulk Bin on or following its Collection Date we will charge your card an amount in accordance with clause 24 below.
- You are responsible for insuring Bulk Bins while they are in your possession.
- Bulk Bins must only be used for "Chestnut Horse Feeds". They shall not be used for any other purposes or for the storage of other manufacturer's products or feeds.
- It is your responsibility to examine the Bulk Bin thoroughly on delivery and before the Bulk Bin seal is broken. You must also immediately ensure that the nutritional information provided on the bin conforms with your Order and your requirements. You must notify us of any damage or defects to or in the Bulk Bin as soon as you become aware of them (including in relation to any non-conformity of the feed with your Order or your requirements ) and in any event before the Bulk Bin seal is broken. If there is damage to the Bulk Bin and you report the damage immediately then we will repair or replace the Bulk Bin at our option.
- You will be liable to us in respect of any damage to the Bulk Bin while it is on loan to you.
- Your right to have possession of the Bulk Bin on loan shall cease immediately on occurrence of any of the events set out at clause 36 or if you do not make a repeat order of Chestnut Horse Feeds within 3 months of delivery of the Bulk Bin.
- Where your right to have possession of the Bulk Bin on loan ends under any clause of these terms and conditions you must make the Bulk Bin available to us for collection. If the Bulk Bin is not made available for collection then we shall charge to you the cost of the Bulk Bin (being £175.00 plus VAT for a small bin, or such other prices as we notify to you at the time of placing your order). We will use any card details which we have on file for the purpose of making this charge.
- Delivery of the Products will be to the address as stated on the acknowledgment of order form or email and will take place on or around the delivery date referred to in the acknowledgment of order form or email. Because we operate such small lead times for the benefit of our customers, it is not always possible to deliver on the estimated dates. Time of delivery is not of the essence in this contract and cannot be made so by notice.
- If for any reason you are not available personally to accept delivery then we will leave the Product at the address set out in our acknowledgement of order form or email. If we are unable to access the location specified on or around the estimated delivery date then we will contact you to arrange redelivery at your cost or collection of the Products from our premises at Hilltop Farm, Walcote, Lutterworth, LE17 4LA. In some circumstances, including where you authorise them to do so, our drivers may sign delivery or collection notes on your behalf which shall be conclusive evidence that delivery (or where appropriate, collection) has taken place.
- We may deliver the Products by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of these terms and conditions. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle you to repudiate or cancel any other contract or instalment.
- You must inspect the Products thoroughly on delivery (including the nutritional information set out on the feed bag or the Bulk Bin). You will be deemed to have accepted the Products on the earlier of (as applicable) the breaking of the seal to the Bulk Bin, the opening of any feed bag or, for goods other than feeds, within 24 hours of the removal of all packaging. You should notify us of any defects with the Products (including any wrong quantity delivered) within 24 hours of delivery.
- In clauses 29 to 33, the following definitions shall apply:
Occurrence of Naturally Occurring Prohibited Substances in horse feed above the levels of detection where established in the prohibited substance lists issued by the British Horse Racing Authority (BHA) or the International Equestrian Federation (FEI) from time to time.
The horse feed sold by us to you.
Other Products sold by us to you that are designed to be consumed by a horse or absorbed into the blood stream such as feed supplements.
Naturally Occurring Prohibited Substances: Such substances as may be found naturally present within certain ingredients or that occurs as a result of inadvertent cross contamination during processing before arriving at the feed manufacturer’s facility for inclusion in Horse Feed and Related Products and are contained in the prohibited substance lists of the British Horse Racing Authority (BHA) or International Equestrian Federation (FEI).
We warrant that on delivery the Horse Feed shall be free from Contamination and Naturally Occurring Prohibited Substances and shall comply with all applicable statutory and regulatory requirements for selling the Products in the United Kingdom.
- Where you place an order with us as a Consumer, we warrant that on delivery the Products shall:
- conform in all material respects with their description specification;
- be of satisfactory quality; and
- be fit for any purpose we say the Products are fit for or for any reasonable purpose for which you use the Products.
- Where you place an order with us acting other than as a Consumer then, except as set out in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from any contract between us in respect of the supply of Products.
- We shall have no liability to you for any Contamination of Horse Feed or Related Products where such Contamination is caused (in whole or in part) by the deliberate or negligent acts of you or of a third party.
- Where any Contamination of Horse Feed or a Related Product by a Naturally Occurring Prohibited Substance is found to be caused by our negligence, our liability shall be limited to the following:
- the purchase price of the Horse Feed or Related Product;
- the pre-estimate of lost winnings set by BETA in respect of any prize money that has been lost due to the disqualification of a horse from a race or competition;
- damages for personal injury or death that is caused by the contamination of the Horse Feed or Related Product provided that the contamination was caused solely by our negligence.
- We will not pay for any other consequential or economic loss suffered by you which results from the contamination of Horse Feed or a Related Product by a Naturally Occurring Prohibited Substance.
- Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights you might have as a Consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our liability to you for any death or personal injury resulting from our negligence.
- Your right to possession of the Products shall terminate and we shall be entitled immediately to recover the Products if:
- you have a bankruptcy order made against you or you make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or convene a meeting of creditors, or enter into liquidation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for your winding-up or for the granting of an administration order, or any proceedings are commenced relating to your actual or possible insolvency; or
- you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
- you encumber or in any way charge any of the Products; or
- you do not pay the Price to us in accordance with clause 12.
- We shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products may not have passed to you.
- You hereby grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
- Where we are unable to determine whether any Products are the goods in respect of which your right to possession has terminated, you shall be deemed to have used all goods of the kind sold by us to you in the order in which they were invoiced to you.
- On termination of any contract, howsoever caused, our rights contained in clauses 36 to 39 conditions shall remain in effect.
- Any claim made by you in respect of any warranty given under clause 29 or 30 must be notified to us within 7 days of the date of delivery or if any relevant defect or failure would not have been apparent on reasonable inspection of the Products, within 7 days after discovery of that defect or failure. If you fail to comply with the provisions of this condition we shall have no liability to you in respect of the relevant defect or failure under the terms of any warranty. In the event of a valid claim under a warranty, we shall be entitled to repair, replace or refund the Products in question (but not other Products delivered as part of the same order) in our sole discretion. We reserve the right to issue a partial refund in the event that Products are not returned to us in the same condition as they were delivered to you.
- Except in circumstances where we are liable to pay you an amount in accordance with clause 33 above and except in respect of death or personal injury our entire liability in respect of the agreement between us shall not exceed the amount of the Price payable by you in respect of the Products.
- We may assign all or any of our rights under these terms and conditions or any part of them to any person, firm or company. You shall not be entitled to assign your rights under these terms and conditions without our prior written consent.
- We reserve the right to defer the date of delivery or to cancel or vary any order (without liability to you) if we are prevented from or delayed in the carrying on of our business due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, bad weather, failure of transport networks, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
- Each of our rights or remedies under these terms and conditions is without prejudice to any other right or remedy we may have whether under these terms and conditions or otherwise.
- If any provision of these terms and conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these terms and conditions and the remainder of such provision shall continue in full force and effect.
- Failure or delay by us in enforcing or partially enforcing any provision of these terms and conditions shall not be construed as a waiver of any of our rights under these terms and conditions.
- Any waiver by us of any breach of, or any default under, any provision of these terms and conditions by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of these terms and conditions.
- No provision of these terms and conditions shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to them.
- These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
Cancellation and Return
Price and VAT
Time for payment shall always be of the essence of this contract.
Bulk Bin Loan Terms
Delivery and Acceptance
Right to Recover and Termination