Terms of Service

These Terms of Service (“Terms”) are an agreement between Magnaflor Corp (“Magnaflor,” “we,” “us,” or “our”) and the wholesale florist business that uses our portal at magnaflor.com (“you,” “your,” or “Customer”).

1. Who can use the Portal

The Magnaflor Portal is for wholesale florist businesses only. To create an account you must:

• Operate a legitimate wholesale florist, flower shop, event florist, or related floral business
• Provide a valid US business address and contact information
• Hold any applicable business licenses or resale certificates in your jurisdiction
• Be 18 years of age or older and authorized to bind your business
• Use the Portal only for business-to-business wholesale transactions, never as a consumer

We may decline to create or maintain accounts at our discretion. If we approve your account, you are responsible for keeping login credentials confidential and for all activity under your account.

You acknowledge that you are a sophisticated business buyer purchasing for resale or business use, and you waive any consumer-protection rights that would otherwise apply to consumer transactions to the maximum extent permitted by law.

2. Products and orders

Catalog and availability: The Portal displays our current rose, garden rose, hydrangea, specialty, and filler product catalog. Availability changes based on harvest cycles and inventory. We reserve the right to update prices, withdraw products, modify catalog information, and limit quantities at any time without prior notice.

Order placement: When you place an order through the Portal, you make an offer to purchase the listed items at the listed prices. Your order is confirmed when payment processes (see Section 4) or when an administrator accepts it. We may decline or cancel orders at our discretion, including for inventory limits, pricing errors, suspected fraud, or violations of these Terms. Cancellation by us is not a breach.

Standing orders: If you enroll in a standing order, you authorize Magnaflor to generate recurring invoices for your selected items on your scheduled delivery cadence. You may modify or cancel a standing order at any time through the Portal, subject to the cutoff windows displayed on your dashboard. Cutoff times are firm.

Order modifications and cancellations by you: Once an order has been picked, packed, or transferred to fulfillment, cancellations are not possible. Refunds or credits for cancelled orders are at our sole discretion.

Substitutions: Cut flowers are agricultural products subject to harvest variation. We may substitute items of equal or greater value when an ordered variety is unavailable, unless you have explicitly disabled substitutions on your account.

3. Delivery

Delivery scope:We deliver directly to florist businesses throughout the state of Florida, currently Mondays and Wednesdays (more days as we grow). For all other US states, your order ships free to your preferred trucker's Miami-area facility, or you may pick up at our designated warehouse location during posted hours.

Delivery fees:Florida direct delivery is charged as a flat fee per delivery day, by zone, based on the ZIP code where we deliver. The fee is shown to you at checkout and on every invoice. For deliveries to your trucker's Miami facility or pickup at our warehouse, delivery is at no additional charge.

Same-day add-on orders: If you place an additional order for a delivery day on which you already have a confirmed order or standing-order delivery, the additional order is delivered at no additional shipping fee.

Delivery timing and risk of loss: We will use commercially reasonable efforts to deliver on the scheduled date but DO NOT guarantee specific delivery times. Risk of loss and title pass to you when the product is delivered to your designated location, transferred to your trucker, or picked up by you at our warehouse, whichever is earliest.

Inspection and claims: Inspect all products immediately upon receipt. Report any damage, shortage, quality issue, or shipping discrepancy to sales@magnaflor.com within 24 hours of delivery (or pickup), with timestamped photographs of the affected product as received and the shipping box. Claims received after 24 hours, or without photographic evidence, may not be honored. Your sole remedy for accepted claims is, at our election, a refund, credit toward future purchases, or replacement product on the next available delivery — we have no other liability for product issues.

Delivery failures outside our control: We are not liable for delivery delays or failures caused by weather, road conditions, government action, force majeure (Section 12), or your failure to provide accurate delivery information or to be available to receive product.

4. Pricing and payment

Pricing: Prices are wholesale, denominated in US dollars, and exclusive of any applicable sales tax (we collect sales tax only where required by law). Prices may change at any time; the price in effect at the time you submit your order applies to that order. Pricing errors discovered after order submission do not bind us; we may correct and re-confirm at the corrected price or cancel.

Payment: Orders are payable at the time you place them through the Portal, unless we have agreed to other written terms with you. Payment is processed by QuickBooks Online payment links and may be made by bank transfer, credit card, or other methods supported by QuickBooks. We do not store full card details.

Past-due balances:If any balance is past due, we may, without notice and without liability: suspend your account, hold pending orders, decline future orders, refer the matter to collections, and charge interest on past-due balances at the maximum rate permitted by Florida law. You agree to reimburse our reasonable collection costs and attorneys' fees.

Refunds: Refunds for confirmed orders are at our sole discretion based on the circumstances. Credits applied to your account are valid for future purchases through the Portal and expire 12 months from issuance.

5. Account responsibilities

You agree to:

• Keep your login credentials confidential and notify us immediately of any unauthorized use
• Keep your business contact information current; you are responsible for missed communications resulting from out-of-date information
• Use the Portal only for legitimate wholesale ordering purposes
• Not attempt to access other customer accounts, reverse-engineer the Portal, scrape catalog data programmatically without authorization, decompile, disassemble, or interfere with the Portal's operation
• Not use any automated system (bot, scraper, agent) to access the Portal without our prior written consent
• Not use the Portal to violate any applicable law, regulation, or third-party right

We may suspend or terminate your account at any time, with or without notice, if we determine in our sole judgment that you have violated these Terms, applicable law, or our acceptable-use policies, or if continued service poses a risk to us, other customers, or the Portal.

6. Intellectual property

The Portal, including all software, design, text, graphics, photographs, videos, variety descriptions, schema, data, logos, trademarks, trade dress, and other content (the “Portal Content”), is owned by Magnaflor or our licensors and is protected by US and international copyright, trademark, trade-secret, and other intellectual-property laws.

You receive a limited, non-exclusive, non-transferable, revocable license to use the Portal Content solely to operate your wholesale florist business. You may not copy, redistribute, publish, license, sell, sublicense, modify, create derivative works from, or train any machine-learning or AI model on any Portal Content without our prior written consent.

You may use product photographs and variety information we provide to you in your own retail-facing marketing of products you have purchased from us, provided you do not modify the content in a way that misrepresents the product or the source. This permission terminates automatically if your account is terminated.

Any feedback, suggestions, or ideas you provide regarding the Portal become our property and may be used by us without compensation or attribution.

7. Communications

By creating an account you consent to receive transactional communications from us via email related to your orders, deliveries, invoices, and account status. These are not marketing messages and you cannot opt out while your account is active.

You may opt in to marketing communications such as catalog updates and seasonal promotions; you may opt out at any time using the unsubscribe link in any marketing email.

8. Disclaimers

The Portal and our products are provided “as is” and “as available.” To the maximum extent permitted by law, Magnaflor disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice.

We do not warrant that the Portal will be uninterrupted, error-free, secure, free of viruses or other harmful components, or that defects will be corrected.

Perishable agricultural product disclaimer: Cut flowers are perishable biological products subject to inherent natural variation in color, head size, petal count, fragrance, vase life, stem length, foliage, and other characteristics. Variety specifications published in the catalog are TYPICAL RANGES based on grower averages, not guarantees, and individual stems and shipments may vary materially. We DO NOT guarantee minimum vase life, color match, head size, petal count, or any other specification. Vase life is highly dependent on your downstream care, water quality, temperature, ethylene exposure, and handling.

9. Limitation of liability

To the maximum extent permitted by law, Magnaflor, its officers, directors, employees, agents, contractors, and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost revenue, lost business opportunity, lost goodwill, loss of data, or the cost of substitute goods or services, arising out of or in connection with the Portal, our products, your account, or any order, even if we have been advised of the possibility of such damages.

Our total aggregate liability to you for all claims arising out of or relating to the Portal or your orders will not exceed the lesser of (a) the amount you paid us for the specific product or order giving rise to the claim, or (b) one hundred US dollars ($100.00), regardless of the form of action.

These limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other theory, and even if a limited remedy fails of its essential purpose.

You acknowledge that the pricing of our products reflects this allocation of risk and that we would not be able to provide the Portal or products at current pricing without these limitations.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions our liability is limited to the maximum extent permitted by law.

10. Indemnification

You agree to defend, indemnify, and hold harmless Magnaflor, its officers, directors, employees, agents, contractors, suppliers, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your use of the Portal or our products; (b) your violation of these Terms; (c) your violation of any law or third-party right (including any intellectual-property right); (d) any product you resell to your customers, including any quality, fitness, or labeling claim by those downstream customers; or (e) your negligent or wrongful acts or omissions.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

11. Governing law

These Terms and any dispute arising out of or related to these Terms or the Portal are governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. Force majeure

We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to: acts of God, weather events (hurricanes, freezes, floods), wildfires, earthquakes, pandemics or epidemics, war, terrorism, civil unrest, labor disputes, strikes, supplier or carrier failures, fuel shortages, government actions or regulations, customs delays, internet or telecommunications failures, cyberattacks, power outages, or shortages of materials.

13. Binding arbitration and class-action waiver

a. Agreement to arbitrate.Any dispute, claim, or controversy arising out of or relating to these Terms, the Portal, our products, or your account (“Dispute”) that cannot be resolved through good-faith negotiation between you and us within thirty (30) days of written notice from one party to the other will be resolved by binding arbitration administered by JAMSunder its Streamlined Arbitration Rules and Procedures, before a single neutral arbitrator. The arbitration will take place in Miami, Florida, or by remote/virtual hearing at the arbitrator's discretion.

b. Federal Arbitration Act. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and evidences a transaction involving interstate commerce.

c. Class-action waiver. You and Magnaflor each agree that disputes will be resolved only in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated, or representative action. Neither party may act as a class representative or participate as a member of a class of claimants with respect to any dispute. The arbitrator has no authority to conduct a class arbitration or to consolidate claims of multiple parties.

d. Jury-trial waiver. You and Magnaflor each knowingly, voluntarily, and intentionally waive any right to a trial by jury in any action or proceeding arising out of or relating to these Terms, the Portal, our products, or your account.

e. Carve-outs. Notwithstanding the above, either party may bring an individual action in small-claims court (if eligible) or seek injunctive or other equitable relief in a court of competent jurisdiction in Miami-Dade County, Florida, to prevent or stop misappropriation or infringement of intellectual property or unauthorized access to the Portal.

f. Opt-out. You may opt out of this arbitration agreement by sending written notice to the address in Section 17 within thirty (30) days of first agreeing to these Terms. The notice must include your business name, account email, and a clear statement that you opt out. Opting out does not affect any other provision of these Terms.

g. Severability. If the class-action waiver in subsection (c) is found unenforceable, then the entire arbitration agreement in this Section 13 will be null and void, and any Dispute must instead be resolved exclusively in the state or federal courts located in Miami-Dade County, Florida, with each party irrevocably consenting to personal jurisdiction and venue there.

h. Exclusive court venue (if arbitration does not apply). If for any reason a Dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida.

14. Limitation period

To the maximum extent permitted by law, any cause of action or claim you may have arising out of or relating to these Terms, the Portal, or our products must be commenced within one (1) year after the cause of action accrues, otherwise it is permanently barred.

15. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will:

• Update the “Last Updated” date at the top
• Notify you by email at least 30 days before changes take effect

Continued use of the Portal after the effective date constitutes acceptance. If you do not agree to the changes, you must stop using the Portal before the changes take effect.

16. Miscellaneous

Entire agreement: These Terms (together with our Privacy Policy and any order-specific terms shown at checkout) are the entire agreement between you and Magnaflor regarding the Portal and supersede all prior agreements, communications, and proposals.

Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified only to the extent necessary to make it enforceable.

No waiver: Our failure to enforce any provision is not a waiver of our right to enforce it later. No waiver is effective unless in writing and signed by us.

Assignment: You may not assign or transfer these Terms or your account, in whole or in part, without our prior written consent; any attempted assignment without our consent is void. We may assign these Terms freely, including in connection with a merger, acquisition, financing, or sale of assets.

No third-party beneficiaries: These Terms are for the sole benefit of you and Magnaflor; no third party has any rights under these Terms.

Notices to you: We may send notices to you by email at the address on file for your account, by posting in the Portal, or by US mail to your billing address. Notice is effective upon sending (email/posting) or 5 business days after mailing.

Notices to us: Must be sent in writing to the address in Section 17, with a courtesy copy by email to sales@magnaflor.com.

Independent contractors: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Magnaflor.

Headings: Section headings are for convenience only and do not affect interpretation.

17. Contact us