TERMS AND CONDITIONS

1. Application and Entire Agreement

These Terms and Conditions apply to the purchase of goods (“Goods”) by you (“you” or “Buyer”) from Keyflow (UK) Ltd, a company registered in England and Wales under number 07895774, whose registered office is at Malvern View Business Park, Stella Way, Bishops Cleeve, Cheltenham, Gloucestershire, GL52 7DQ, United Kingdom (“we”, “us”, or “Keyflow”).

These Terms and Conditions constitute the entire agreement between you and us in relation to the sale of the Goods and supersede all prior agreements, representations, or understandings, whether written or oral.

These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, including any terms implied by trade, custom, practice, or course of dealing, to the fullest extent permitted by applicable law.

When you place an order for Goods, your order constitutes an offer to purchase the Goods in accordance with these Terms. You are responsible for ensuring that the details of your order are complete and accurate.

Your order will only be accepted when we issue written confirmation (including by email or sales order). At that point, a binding contract (“Contract”) will come into existence.

Any quotation provided by us is an invitation to treat only and does not constitute an offer.

2. Interpretation

A “Business Day” means any day other than a Saturday, Sunday, or public holiday in England.

A “Force Majeure Event” means any event beyond our reasonable control, including but not limited to natural disasters, epidemics or pandemics, acts of war or terrorism, governmental actions, labour disputes, supply chain disruptions, failure of utilities, or failure of suppliers.

Headings are for convenience only and do not affect interpretation.

Words in the singular include the plural and vice versa.

3. Goods

The description of the Goods is set out in our sales documentation or order confirmation. Any descriptions, illustrations, or specifications are provided for guidance only and do not form part of the Contract.

You acknowledge that you have not relied on any statement or representation not expressly set out in the Contract.

We may make changes to the Goods to comply with applicable legal, regulatory, or safety requirements.

4. Price

The price of the Goods (“Price”) will be as set out in our order confirmation or as otherwise agreed in writing.

If our costs increase due to factors beyond our control (including materials, labour, exchange rates, duties, or delivery costs), we may increase the Price prior to delivery. We will notify you of any such increase.

Any discounts are offered at our discretion.

Unless otherwise stated, Prices exclude shipping, delivery, taxes, duties, customs fees, sales tax, use tax, VAT, or other governmental charges, all of which are your responsibility.

5. Cancellation and Changes

We may withdraw or amend any offer prior to acceptance.

Either party may cancel an order at any time before we issue written acceptance.

Once accepted, orders may not be cancelled or amended without our written agreement.

6. Payment

We may invoice you before or after dispatch of the Goods.

Payment must be made in full within the payment terms stated on the invoice, without set-off or deduction, unless required by law.

Failure to make payment when due entitles us to suspend delivery and charge interest on overdue amounts at 4% per annum above the Bank of England base rate, or the maximum rate permitted by applicable law, whichever is lower.

Time for payment is of the essence.

7. Delivery

Delivery will be made to the address specified in the order or as otherwise agreed.

Delivery dates are estimates only and time is not of the essence.

If you fail to accept delivery, we may store, redeliver, or resell the Goods and charge you for all associated costs.

We may deliver the Goods in instalments, each of which shall constitute a separate contract.

8. Inspection and Acceptance

You must inspect the Goods promptly upon delivery.

Any claims for damage, defects, or shortages must be notified to us in writing within five (5) days of delivery.

Except where prohibited by law, returned Goods will only be accepted with our prior agreement and where Goods are defective.

Acceptance of the Goods occurs upon inspection or, in any event, five (5) days after delivery.

9. Risk and Title

Risk of loss passes to you upon delivery.

Title to the Goods remains with us until payment is received in full.

Until title passes, you must store the Goods separately, keep them insured, and hold them as our bailee.

We may reclaim the Goods if payment is not made in full.

10. Termination

We may terminate the Contract immediately if you:

• commit a material breach

• become insolvent or subject to bankruptcy proceedings

• enter into arrangements with creditors

• cease or threaten to cease business operations

Termination does not affect accrued rights or remedies.

11. Limitation of Liability

To the fullest extent permitted by applicable law:

• Our total liability shall not exceed the Price paid for the Goods.

• We are not liable for indirect, incidental, consequential, or special damages, including loss of profits, business, data, or goodwill.

• We disclaim all implied warranties, including warranties of merchantability and fitness for a particular purpose, except where such disclaimers are prohibited by law.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot legally be excluded.

12. Communications

Notices must be in writing and may be delivered by email or post to the addresses most recently notified.

Email notices will be deemed received on successful transmission.

13. Force Majeure

We are not liable for delay or failure to perform due to a Force Majeure Event.

If such an event continues for more than sixty (60) days, we may terminate the Contract with written notice.

14. No Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other.

15. Severability

If any provision is found unenforceable, the remaining provisions remain in full force.

16. Governing Law and Jurisdiction

This Contract shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales, unless otherwise required by applicable mandatory consumer protection laws.