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Delivery, prices and terms

All our USA and Canadian prices are quoted in US dollars. All orders attract a US$16.00 delivery charge

USA orders are delivered by FedEx. 6-8 days is typical though Covid 19 has created some extra delays and inconsistencies.

Canadian orders are sent by Royal Mail and Canada Post. Trans Atlantic Airfreight is even less reliable. Allow at least two weeks

All North American customers are encouraged to contact our experience team of graduate advisors who will discuss your horse's issues and current diet and make appropriate recommendations. All horses are individuals and this will be followed up with our FREE "Fine Tuning Service" if required to get you the very best results.

Please use our contacts page or email advice@EquiFeast.com.

 

Here are our formal T&Cs

INNOVACAL, INC.

SALES TERMS AND CONDITIONS

 

I. GENERAL

 

The following Terms and Conditions (“Terms”) are applicable to all sales made by InnovaCal, Inc. (“Seller”), a Delaware corporation with registered offices located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, of various animal feeds, supplements, and hygiene products (the “Products”). The acceptance of any order is expressly conditioned upon Buyer’s consent to these Terms. No interlineations, deletions, modifications or amendments to these Terms shall be binding on Seller unless agreed to and accepted in writing by Seller.

 

All sales are subject to written confirmation by the Seller. The Buyer’s orders must be complete and precise, delivered to the Seller either directly to the head office, or through one of its agents or representatives as designated by Seller from time to time. If the Seller does not respond within ten (10) days following the receipt of an order from the Buyer, the order is not accepted.

 

Receipt by the Buyer of the Seller’s acceptance of an order, the acceptance of a quote by the Buyer, and/or the signing or tender of a purchase order shall each constitute the Buyer’s entire acceptance of these Terms.

 

These Terms shall supersede any and all terms of the Buyer and the Buyer agrees to waive its own specific and general terms and conditions mentioned in its own purchase orders, invoices, letters or business documents.

 

II. PRODUCT INFORMATION; PRICE QUOTATIONS

 

The quotations or tenders are noncommittal and non-binding in nature. The Seller shall have the right to change the price of any Products without prior notice until the order is accepted by the Seller.

 

The price does not include any present or future Federal, State or Local property, sales, use, excise, license, gross receipts or other taxes or assessments which may be applicable to, imposed upon or result from this transaction or any services performed in connection with these Terms and/or the Products. The Buyer agrees to pay any such taxes or reimburse payment of such taxes by the Seller within ten (10) days after the Buyer is notified that such payment was made by the Seller. Unless otherwise provided in writing, the price does not include the cost incurred by the Products’ shipment and transportation.

 

The weights, dimensions, capacities, performance ratings, characteristics and other data on Seller’s catalogs, prospectus, circulars, advertisements, price lists and instructions sheets are mentioned only as general information. They are only approximate and shall not bind Seller. The Seller reserves the right to change any data without prior notice. The Seller further reserves the right to change any Data, modify or improve Products it judges necessary without notice and without liability to the Buyer.

  

III. DELIVERY

 

Unless otherwise specified by the parties in writing, the Products are to be delivered “ex works”, at Buyer's place of business (as “ex-works”/ EXW is defined by Incoterms 2010). The method and agency of transportation and routing will be designated by the Seller. In the event the Buyer requests alternative shipment or routing, the resulting alternative packing, shipping and transportation charges will for the Buyer’s account and Buyer shall bear all risk of loss or damage during shipment. The burden of legal risks and shipping expenses shall be shifted to the Buyer and Seller shall not be responsible for any damage in shipment, even in the event the Product is to be shipped pursuant to a method and agency of transportation and routing designated by the Seller.

 

IV. DELAYS IN DELIVERY

 

Any specific shipping date designated in writing signed by the Seller shall be interpreted as estimated and in no event shall dates be construed as falling within the meaning of “time is of the essence”. The Seller 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 (defined below) or otherwise.

 

If a specific delivery or, where applicable, shipping date is specified in the order and agreed to by the Seller, then the Seller shall not be liable for any delays in filling such order caused by delays resulting from any and all conditions beyond the control of the Seller, including but not limited to, (a) accidents to or malfunctions of the Seller’s or the Seller’s subcontractors’ or suppliers’ machinery; (b) differences with employees, strikes, or labor shortage; (c) fire, floods, hurricanes or other natural disaster; (d) supplier or subcontractor delays, including any quantity or quality defects; (e) delays caused by an instrumentality of the United States Government or any government or any agency; (f) delays in transportation; (g) restriction imposed by any governmental regulation, whether valid or invalid; or other cause beyond the control of the Seller, or any condition without the sole fault or negligence of the Seller. All of the foregoing events, (a) through (g), shall be considered Force Majeure.

 

If a specific delivery or shipping date is specified in the order and agreed to by the Seller, the specific delivery or shipping date shall only begin running from the moment the Seller has confirmed the order. The various authorizations (import license, foreign exchange transfer authorization, etc.) must have been previously obtained by the Buyer. Any modification of an order being executed, if accepted by the Seller, shall lead to an extension of the delivery or shipping date provided according to terms to be communicated by the Seller to the Buyer.

 

Under no circumstances shall Buyer or Buyer's customer be entitled to any damages for Seller's failure to ship on time, and Buyer agrees to indemnify, defend and hold Seller harmless against any costs and expenses related to any claims for lost profits or other consequential damages based on Seller's failure to deliver timely.

 

If the Buyer does not accept or pick up the Products at the date specified in the order or later agreed to by the Seller, the delivery of the Products shall nevertheless be deemed accepted by the Buyer who shall therefore pay for the Products delivered. The storage of the Products arranged by the Seller will be at the risk and expense of the Buyer. The Seller shall further be entitled, to the exclusion of any other remedy for the Buyer’s failure to take the Products, to recover any expenses incurred in executing the order which are not covered by payments received for the Products delivered.

 

V. PAYMENT

 

Unless otherwise stated, no Products will be shipped until Seller receives full payment for the order by cleared funds.

 

In the event the Seller agreed in writing that payment shall be made after the Products were shipped, and payment is not received at such time as provided by the Seller interest shall be due at the rate of one and one half percent (1.5%), or the maximum permitted by law, on the unpaid portion of the invoice sum for each period of thirty (30) days or part thereof from the due date. Seller has the right to refuse to deliver goods or services if the Buyer is past due on any of its debts to the Seller. Furthermore, the Seller shall have the right to retake all Products immediately unless other written arrangements have been made concerning payment only if the Buyer is past due. The Buyer agrees to make all Products available, shipping ready, for the Seller, within five (5) days of receiving notice from the Seller of its intention to retake the Products.

 

The Buyer shall pay all of the Seller's costs of collection of any amounts past due, including, but not limited to, attorneys' fees, court costs, witness fees, travel and lodging, etc. The Seller will be entitled to apply payments made by the Buyer first to pay those claims it deems appropriate, including interest, late charges, costs of collection, etc.

 

The Buyer, or its affiliates or assignees, will not be entitled to suspend its payment obligations to the Seller, claim any right to compensation and/or to offset its payment obligations with any obligations of the Seller to the Buyer, with such obligations being those set forth in these Terms or other purchase contract between the Buyer and the Seller. The Buyer will not be entitled to dissolve the contract with the Seller if the Buyer is in default.

 

If the Buyer does not fulfill its payment obligations to the Seller completely or within the applicable payment period, the Seller will be entitled to suspend its obligations to the Buyer completely and/or not to perform them.

 

VI. SECURITY INTEREST

 

This Section is only applicable where payment was not made prior to the Products’ shipment.

 

In order to protect and secure payment of all debts due and owing from the Buyer and until the Seller has been paid in full, Buyer hereby grants to Seller a security interest in the Products, and all proceeds and all accounts receivables resulting from the sale of the Products. In connection therewith, the Buyer hereby authorizes the Seller 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 the Buyer has paid for the Products in full, the Buyer shall not pledge, mortgage, encumber, or create or suffer to exist a security interest in the Products in favor of any person other than the Seller unless written approval of such other security interest is given by the Seller. Additionally, the Buyer agrees to keep the Products insured to their full value until payment is received by the Seller. In the event the Buyer sells the Products to a third party before payment in full is received by the Seller, the Buyer agrees to secure its security interest in the Products at the time of sale to its customer in order to protect the Seller’s interests to the greatest extent possible.

 

VII. INSPECTION; RETURNS

 

Unless the Buyer sends a written complaint with full particulars, and ships the defective Products to the Seller’s place of business within fourteen (14) business days from the date the Products are delivered, the Products shall be deemed to have been delivered in good condition and that the delivery is accepted. The Seller’s acceptance of any returned Products does not imply acknowledgment by the Seller of the reason for the return. The Products returned by the Buyer to the Seller will remain at the Buyer's risk and the Buyer will owe the agreed amounts until the Seller has credited the Buyer for the returned Products. The Buyer is responsible for the shipping cost of returning the Products to the Seller.

 

VIII. LIMITED WARRANTY OF GOODS AND SERVICES; DAMAGES

 

Seller’s warranty is as set forth in its Limited Warranty. Seller does not authorize Buyer to provide any other warranties to end users beyond that granted in Seller’s Limited Warranty. Buyer shall indemnify, defend and hold Seller and any affiliated companies harmless against any claims made by third parties based on any representation or warranty made by Buyer that differs in any way from Seller’s Limited Warranty.

 

IX. INDEMNIFICATION

 

Except as otherwise provided for herein, Buyer 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 “indemnifying parties”) assumes liability for, and shall pay when due, and shall indemnify, reimburse and hold Seller, 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 Claims (defined below), directly or indirectly relating to or arising out of the acquisition, use, purchase, shipment, transportation, delivery, lease or sublease, ownership, operation, possession, control, storage, return or condition of the Products (regardless of whether the Products are at the time in the possession of the indemnifying parties), the falsity of any representation or warranty of Buyer, or Buyer’s failure to comply with these Terms. The foregoing indemnity shall cover, without limitation, any claim for negligence, gross negligence, or liability in tort.

 

“Claims” means any and all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature and all costs and expenses whatsoever to the extent they may be incurred or suffered by the indemnified parties in connection with the Products (including, without limitation, reasonable attorneys’ fees and expenses), fines, penalties (and other charges of applicable governmental authorities), damage to or loss of use of property (including, without limitation, consequential or special damages to third parties or damages to Buyer’s property), or bodily injury to or death of any person(s) (including, without limitation, any agent or employee of Buyer, user of the Products, or any other person).

 

X. INTELLECTUAL PROPERTY RIGHTS

 

All intellectual property rights to, ownership of, and interest in all Products, trademarks, trade names, logos, distinctive marks, designs, and other materials created and/or made available by the Seller hereunder or within the framework of the relationship between Buyer and Seller (the “Intellectual Property”) are vested exclusively in the Seller. The Buyer shall not reproduce, modify, transfer, grant, assign, license or use the Intellectual Property, except in accordance with these Terms.

 

The Buyer shall not remove or alter indications concerning intellectual property rights and concerning the confidential nature of information from Products, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Seller and Products delivered.

 

The Buyer shall not alter, or have altered, modify, or have modified, adapted or otherwise reconfigured, the Products, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Seller.

 

The Seller will indemnify the Buyer against claims of third parties based on the allegation that by using the Products or services, the Buyer has infringed the intellectual property rights of such third parties, provided that the Seller is promptly notified in writing and given authority, information and assistance with defense of the claim(s). The Seller, at its option, shall (1) procure the right of Buyer to continue to use the Products or services, (2) modify the Products or services so that it becomes non-infringing, (3) replace the Products or services with non-infringing Products or services, or (4) remove the Products or cease providing the services and refund the purchase price. The foregoing shall not be construed to include any agreement by the Seller to accept any liability whatsoever with respect to Buyer’s own or third party equipment, documents or materials used in combination with or related to the Products. The foregoing states the entire liability of the Seller with regard to intellectual property infringement.

 

Seller makes no warranty concerning the appropriateness of the Products or services to the purposes for which Buyer or its customers are acquiring same. Moreover, Seller makes no warranty that the Products or services or other intellectual property of Seller does not infringe the rights of third parties.

  

 

XI. TERMINATION

 

Seller may terminate or suspend any contract if Buyer is in default of the payment of any obligations pursuant to or any contract between the parties, or if in the sole judgment of Seller, Buyer's financial condition and responsibility has become materially impaired. In addition, Seller shall have the right to recover damages for nonperformance, and any unpaid installments due on account of this or any other contract between the parties shall become immediately due and payable.

 

In case of termination or suspension due to Force Majeure, Seller reserves the right to demand immediate payment for any raw materials, materials and other Products it purchased, reserved, processed or produced for the performance of an order. Buyer is bound to accept delivery of such materials or Products. Failure to accept delivery will give Seller the right to store, sell, or scrap such materials or Products at Buyer’s expense and risk.

 

The Seller will be entitled to suspend or terminate the contract unilaterally with immediate effect, fully or in part if:

 

            a.         the Buyer has failed to fulfill one or more of its obligations under this or any other contract or sales terms;

 

            b.         Buyer has suspended payments or has sought the protection of the Bankruptcy Courts;

 

            c.         a petition for the involuntary bankruptcy of the Buyer has been filed;

 

            d.         the Buyer’s property on Seller’s premises has been attached in execution;

 

            e.         a resolution for the dissolution and/or winding up of the Buyer has been adopted;

 

            f.          the enterprise operated by the Buyer has been fully or partly transferred to a third party without consent of Seller.

 

The Seller shall not be liable with respect to the Buyer for any damages arising from suspension or termination of the contract for the aforementioned reasons.

 

If the contract is suspended or terminated, performance of the contract already received by the Buyer and the payment obligations of the Buyer in connection with it will remain. The amounts invoiced by the Seller for work actually performed prior to or upon termination of the contract will be immediately due and payable after termination. Buyer agrees to pay any of Seller’s costs, damages, attorneys’ fees and other expenses associated with Seller’s termination of any contract with Buyer pursuant to the terms of this section.

  

 

XII. FORCE MAJEURE

 

If the Seller is temporarily unable to perform this Agreement because of Force Majeure, it will be entitled to suspend performance of the contract for as long as the Force Majeure lasts. If the Seller is permanently unable to perform any of its obligations to the Buyer because of Force Majeure, it will be entitled to cancel the specific order with immediate effect and without any damages whatsoever. The Buyer agrees to indemnify, defend and hold the Seller harmless against any claims made by third parties based on whole or in part on the Seller’s inability to perform because of Force Majeure.

 

XIII. GOVERNING LAW; JURISDICTION

 

These Terms and all transactions between Seller and Buyer are governed by the laws of the State of Delaware in the United States, without reference to conflict of laws principles. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. In the event of a dispute arising from or relating to these Terms, which is not resolved by negotiation between the parties, the parties hereby agree to personal exclusive jurisdiction in the state and federal courts located in Chicago, Illinois.

 

XIV. ENTIRE AGREEMENT

 

These Terms constitute the sole terms and conditions of the contract between the Buyer and Seller. No other terms, conditions, or understanding, whether oral or written, shall be binding upon the Seller, unless hereafter made in writing and signed by Seller's authorized representative and, in the case of printed matter, also initialed by such representative next to such printed term or condition.

 

XV. SEVERABILITY

 

Should any provision of this Terms be judicially declared unenforceable, that provision shall be deemed stricken and the remainder shall continue in full force and effect insofar as it remains a workable instrument for effectuating the intents and purposes of the parties. The parties further agree to renegotiate any so severed provision to bring the same within applicable legal requirements to the greatest extent possible.

 

XVI. ASSIGNMENT

 

The Buyer shall not assign or transfer these Terms or any related contract or purchase order without the prior written consent of the Seller. The Seller shall expressly be permitted to assign or transfer, without the prior written consent of the Buyer, the Seller’s right to receive any or all of the payment due from the Buyer under these Terms.

 

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