These Terms contain an arbitration notice. Please read carefully, as it affects your legal rights.

DEFINITIONS AND INTERPRETATION​​​​​​​​​​​​​​

• Force Majeure Circumstance means any circumstance beyond our reasonable control. Such circumstances include, without limitation: unavoidable delays in manufacture; delays by suppliers; an act or omission of any government or other authority, strikes and labour unrest; shipping delays; delays in procuring any required import/export documentation; acts of war; acts of terrorism; government intervention or sanction; fire; flood; drought; accident; natural disaster; pandemic, epidemic or any other event commonly referred to as an “Act of God”.
• Goods means the tangible goods to be supplied by Gallagher to you under these Terms and as agreed in each Order.
• Intellectual Property Rights means all intellectual property rights, including current and future registered and unregistered rights, in respect of copyright, designs, circuit layouts, trade marks, trade secrets, software applications, websites, patents, inventions, discoveries, know-how, confidential information and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
• Personal Information means information about an identifiable natural person. 
• Price means the prices for the Products as set out on the Website as of the date we process the applicable Order. 
• Products means any Goods or services to be supplied by Gallagher to you under these Terms and as agreed in each Order, and includes the Subscription Services.
• Order means an order for Products by you.
• Order Confirmation means an order confirmation issued under clause 3.2.
• Subscription Services means the services provided to you as part of a subscription purchased to access and use a Gallagher application(s).
• Tax means any sales taxes, duties or levies or costs which may be imposed on handling, transportation, use or sale of the Products.
• Website means the website operated by Gallagher North America Inc. from time to time.​​​​​​​​​​​​

​​​​​​​In these Terms, the following rules of interpretation apply unless the context requires otherwise:

• headings are for convenience only and do not affect interpretation;
• the singular includes the plural and vice versa, and words importing one gender include the other genders;
• where a word or phrase is defined its other grammatical forms have a corresponding meaning;
• a reference to a person includes a body corporate, an unincorporated body or other entity;
• no term in these Terms is to be read against a party because the term was first proposed or drafted by that party;
• unless otherwise stated, the reference to $ is a reference to the United States dollar and all amounts are exclusive of Tax;
• a document (including these Terms) includes any variation or replacement of it;
• the words “include” or “including” do not limit the meaning of the words to which the example relates to that example or examples of a similar kind; and
• a reference to any Act, regulation, by-law, industry standard or code includes any amendments to such Acts, regulations, by-laws, industry standards and codes.​​​​​​​

AGREEMENT

• Supply of Products:  We will supply the Products to you and you will purchase the Products from us in accordance with these Terms. Please note that, where you purchase Subscription Services, additional terms and conditions may apply.

ORDERING

• Filling Orders:  Where Product availability is limited for any reason, we may fill orders or otherwise allocate Products in any manner it deems appropriate.
• Order Confirmation: An Order is not binding on us unless we have notified you that we have confirmed your Order. We may, in our sole discretion, refuse or cancel any Order and limit the quantity of a Product that you can purchase in a single Order. Once an Order Confirmation has been issued, you only cancel or suspend an Order by contacting our customer services team
• Placing Orders:  By placing an Order, you confirm that you are over 18 years old, have full legal capacity and are located within the Americas.

DELIVERY OR COLLECTION

• Delivery: Goods are delivered per the Incoterms statement on our Order Confirmation or invoice, or, in the absence of such statement, F.O.B. point of shipment. Goods will be delivered in accordance with our Shipping and Returns policy. The Subscription Services will be deemed to have been delivered on and from the earlier of the date of your receipt of the Order Confirmation or your use of the Subscription Services.
• Collection: If you selected delivery to one of our distributors or resellers, we will deliver to that person and you will be responsible for picking up your Goods from that person.  We will notify you when your Order is ready for pick-up and the date by which you need to pick-up your Order. If you do not pick-up your Order by the pick-up date, then we may cancel it and you will be responsible for our costs.
• Delay: Under no circumstances will we be liable for failure to ship, or for your failure to receive, Products by a certain date, and you are not entitled to terminate an Order or these Terms due to a delay. If we are unable to deliver the Products or make Products available to you due to any action or inaction of you, then we will be entitled to charge a reasonable fee relating to any required re-delivery or re-collection of the Products at a later date and time. All questions regarding delivery or collection of Products can be made through our delivery team

PRODUCT RETURNS

• Faulty Products: If the Products (in whole or in part) do not correspond with the relevant Order then you must notify us in accordance with our Shipping and Returns policy.  Products cannot be returned or cancelled for reasons other than as set out in these Terms (unless we agree otherwise) or, for Subscription Services, the additional terms and conditions relating to such Subscription Services.
• Acceptance: If you have not notified us within 3 days that the Products do not conform with the Order Confirmation, you will be deemed to have accepted the Products.

PRICE AND PAYMENT

• Price: The Price of the Products excludes the cost of delivery, which is payable in addition to the Price and will be added to your Order.
• Payment:  Payment for the Products (together with any other amounts owing to us) must be made in cleared funds at the time of purchase. You must provide us with valid credit card information from a credit card accepted by Gallagher. Please note that we will not store your credit card information.
• Tax:  The Price is exclusive of Tax and you will be responsible for any Tax payable in relation to the purchase. The amount of Tax payable will be added based on your location.

US EXPORT CONTROLS

• Products are sold for use or consumption within the United States only. If we authorize you in writing to export Products outside of the U.S., you (a) assume all responsibility for such Products; (b) will comply with all laws and regulations relating to the export and sale of Products outside the U.S.; and (c) will adhere to all applicable Gallagher policies and procedures relating to the export of Products as a condition to purchase and export.

PRIVACY

• You acknowledge that we may collect, use and disclose certain Personal Information about you to our suppliers, distributors and resellers in order to supply the Products and fulfil your Order. All Personal Information collected, used, disclosed and stored by us will be in accordance with Gallagher’s Privacy Statement.
• We may use your Personal Information for the purposes of providing marketing and other promotional material to you.  You can tailor your marketing preferences as set out in our Privacy Statement.

TITLE AND RISK

• Risk: Risk of loss or damage to the Goods shall pass to you at the time the Goods are delivered in accordance with clause 4.1. If the Goods are to be collected by you, then risk of loss or damage shall pass to you when you or your designated person takes physical possession of the Goods
• Title: Title in the Goods shall pass to you upon our receipt of full payment for the Goods.

INTELLECTUAL PROPERTY

• Title to, and all Intellectual Property Rights, in the Products, as between you and us, is and remains the exclusive property of Gallagher. 

NO RESALE

• All Products purchased by you under these Terms are solely for your personal use and not for resale.

​​​​​​​FORCE MAJEUR

• Gallagher will not be liable for any failure or delay in complying with any of its obligations to you if such failure or delay results from a Force Majeure Circumstance.

PURCHASER ​​​​​​​WARRANTIES

• ​​​​​​​ Gallagher’s Warranties: All Products purchased from the Website will be covered by our Animal Management Customer Warranty Policy (Warranty Policy).
• No implied warranties:  TO THE EXTENT PERMITTED BY LAW, GALLAGHER’S WARRANTY POLICY AND THE REMEDIES SET OUT IN THE POLICY ARE EXCLUSIVE AND IN PLACE OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. GALLAGHER DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS, TO THE EXTENT PERMITTED BY LAW. IN SO FAR AS SUCH WARRANTIES CANNOT BE DISCLAIMED, GALLAGHER LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION SET OUT IN THE WARRANTY POLICY AND, AT GALLAGHER'S OPTION, THE REPAIR, REPLACEMENT OR REFUND OF THE FAULTY PRODUCT.  

LIMITATION OF LIABILITY

• EXCEPT AS PROVIDED IN GALLAGHER’S WARRANTY POLICY AND TO THE EXTENT PERMITTED BY LAW, GALLAGHER IS NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF THESE TERMS AND ANY WARRANTY OR CONDITION OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO WARRANTY, INDEMNITY, CONTRACT, NEGLIGENCE, FRAUD, OR STRICT LIABILITY. GALLAGHER’S MAXIMUM LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT ACTUALLY PAID TO GALLAGHER FOR THE PRODUCTS GIVING RISE TO SUCH CLAIM. ANY DAMAGE AWARDED IN THE PURCHASER’S FAVOR AGAINST GALLAGHER SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY THE PURCHASER UNDER THESE TERMS AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THIS LIMITATION OF LIABILITY.

ARBITRATION

• Arbitration Notice:  You and Gallagher mutually agree that any dispute, claim, or controversy (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of these Terms to arbitration (together “Claims”) shall be settled by binding arbitration before a single arbitrator. Arbitration shall be administered by the WIPO Expedited Arbitration Rules. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. ANY CLAIM DECIDED BY AN ARBITRATOR WILL BE FINAL AND BINDING ON THE PURCHASER AND GALLAGHER, WITHOUT ANY RIGHT OF APPEAL. THE PURCHASER AND GALLAGHER HEREBY AGREE TO WAIVE THE RIGHT TO ASSERT ANY CLAIM.  
• Individual Claims Only: Claims may be submitted to arbitration on an individual basis only. Claims subject to this arbitration provision may not be joined or consolidated in arbitration with any Claim of any other person or be arbitrated on a class basis, in a representative capacity, on behalf of the general public, or on behalf of any other person, unless otherwise agreed to by the parties in writing. YOU acknowledge and agree that YOU ARE waiving any ability to join or consolidate your Claim in arbitration with the Claim of any other person and to bring any Claim on a class basis, in a representative capacity, on behalf of the general public, or on behalf of any other person. Further, unless you and Gallagher both otherwise agree in writing, the arbitrator may not consolidate your Claim with that of any other person, and may award relief only in favor of your individual Claim. 
• Arbitration Procedure:  If any party refers a Claim to arbitration, the following procedure will apply:
  • the arbitration will take place in a location selected by Gallagher;
  • the arbitration will consist of one arbitrator and the party that refers the matter to arbitration will identify the name of the person nominated as the arbitrator or, failing agreement within 14 days of the date of the notice referring the dispute to arbitration, the arbitrator will be chosen by Gallagher; and
  • the arbitrator will conduct the arbitration in accordance with, and subject to the WIPO Expedited Arbitration Rules.

 GENERAL

• Notice: Notices must be in writing and sent to the party’s contact address.  Notices are deemed delivered 5 days after posting (if posted), upon receipt by an employee (if hand delivered), or upon confirmation of successful transmission (if sent by email). 
• Assignment:  You may not directly or indirectly assign, novate, subcontract or transfer all or part of your rights and obligations under these Terms or an Order to any person without the prior written consent of Gallagher.  
• Further Assurance: Each party will promptly do everything reasonably required to implement and/or give effect to these Terms.
• Translations: These Terms may be translated into various languages. In the event of inconsistency, the English version will apply and take precedence.
• Amendments:  We may vary or amend these Terms from time to time by updating the terms on our Website. The updated terms will take effect immediately after they have been posted on the Website to Orders placed after that time.
• Waiver:  The exercise or waiver, in whole or in part, of any right, remedy or duty provided for in these Terms will not constitute the waiver of any prior, concurrent or subsequent right, remedy or duty within these Terms. No waiver by any party of any provision of these Terms is valid unless it is in writing and signed by an authorized representative of the party against which the waiver is sought to be enforced.
• Severability: The provisions of these Terms are severable and if any provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining terms or provisions of these Terms will not in any way be affected or impaired and will remain in full force and effect. If any provision of these Terms is so determined to be unenforceable, then that provision will be severed from these Terms and immediately replaced with a valid, enforceable provision as similar as possible to the severed provision.
• Relationship of parties: Nothing in these Terms will evidence, be construed or deemed to constitute partnership or a joint venture between the parties.  No party will have the authority to act for, or to incur any obligation on behalf of the other party. 
• Entire Agreement: These Terms and the applicable Order Confirmation constitutes the entire agreement between the parties relating to their subject matter and supersedes and cancels any previous agreement, terms and conditions, understanding or arrangement whether written or oral.  Where you have agreed separate terms and conditions relating to Subscription Services, please note that those terms and conditions will apply to your ongoing use of those Subscription Services. Where there is any inconsistency between these Terms and the terms of your Subscription Services, the terms of your Subscription Services will prevail.
• Remedies: The remedies set out in these Terms will not be exclusive but will be cumulative and in addition to all other rights and remedies provided by law.
• Governing Law:  These Terms will be governed by and interpreted in accordance with the laws of Missouri, without regard to conflicts of law principles.  The United Nations Convention on Contracts for the International Sales of Goods does not apply.  The state or federal court located within Kansas City, Missouri shall be the sole and exclusive jurisdiction and venue for any litigation between you and Gallagher. You agree to submit to the jurisdiction of such court in the event of any litigation.​​​​​​​