These Online Purchase Terms (Terms) apply to all Orders made by you (Purchaser or you) to Gallagher Group Limited (Gallagher, we, our, us) submitted through the Website. Our offer to sell Products to you, and our acknowledgement of any Order, is expressly limited to, and expressly conditioned on your acceptance of these Terms. By placing an Order, you agree to these Terms and Gallagher’s Privacy Statement and other related policies.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms, unless the context otherwise requires:
Channel Partner Agreement means the ‘Non-Exclusive Sales, Installation & Servicing Agreement’ for Gallagher Security Systems entered into with Gallagher.
Force Majeure Event means any event beyond our reasonable control. Such events 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”.
Gallagher Certified Channel Partner means a current Gallagher non-exclusive partner for the sale and/or installation and/or servicing of Gallagher security products appointed by Gallagher as part of the ‘Certified Channel Partner Program’.
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.
Order means an order for Products by you.
Order Confirmation means an order confirmation issued under clause 3.2.
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 has the meaning given to that term in your Channel Partner Agreement, and includes third party products which we sell to you.
Tax means any sales taxes, duties or levies or costs which may be imposed on handling, transportation, use or sale of the Products.
Territory has the meaning given to that term in your Channel Partner Agreement.
Website means the website operated by Gallagher from time to time.
1.2 In these Terms, the following rules of interpretation apply unless the context requires otherwise:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and vice versa, and words importing one gender include the other genders;
(c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;
(d) a reference to a person includes a body corporate, an unincorporated body or other entity;
(e) a document (including these Terms) includes any variation or replacement of it;
(f) 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
(g) 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.
2. AGREEMENT
2.1 We will supply the Products to you and you will purchase the Products from us in accordance with these Terms and your Channel Partner Agreement.
2.2 To the extent of any inconsistency between these Terms and your Channel Partner Agreement, the parties acknowledge and agree that the Channel Partner Agreement will take precedence.
3. ORDERING
3.1 By placing an Order, you confirm:
(a) you are authorised to enter into these Terms on behalf of the Gallagher Certified Channel Partner;
(b) the Products in any Order are limited to those for which you are a Gallagher Certified Channel Partner.
3.2 An Order is not binding on us unless we have notified you in writing 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 may only cancel or suspend an Order if such cancellation is approved by Gallagher. If you wish to cancel or suspend an Order, please contact your main Gallagher point of contact. Please note that if cancellation of an Order is accepted by Gallagher, a fee of 20 per cent of the Order may be applied by Gallagher at its election. Orders for non-stocked items (being items made to order or purchased to order) and/or third party products cannot be cancelled unless agreed and restocking fees may apply.
4. DELIVERY OR COLLECTION
4.1 The Products will be delivered on the same terms as set out in your Channel Partner Agreement.
4.2 We will endeavour to provide the Products by your requested dispatch date (if any). Under no circumstances will we be liable for failure to provide, 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.
5. PRODUCT RETURNS
5.1 If the Products (in whole or in part) do not correspond with the relevant Order then you must notify us in accordance with our Returns Policy and Warranties Policy. Products cannot be returned or cancelled for reasons other than as expressly set out in the Returns Policy and Warranties Policy or these Terms (unless we agree otherwise).
5.2 If you are entitled to return a Product, the process in our Returns Policy and Warranties Policy will apply.
5.3 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.
6. PRICE AND PAYMENT
6.1 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.
6.2 Payment for the Products (together with any other amounts owing to us) must be made in accordance with the terms of your Channel Partner Agreement.
6.3 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.
7. EXPORT CONTROLS
7.1 Products are sold for use or consumption within the applicable Territory in your Channel Partner Agreement only.
8. PRIVACY
8.1 You acknowledge that we may collect, use and disclose certain Personal Information about you 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.
9. TITLE AND RISK
9.1 Risk of loss or damage to the Products and title in the Products shall pass to you in accordance with the terms set out in your Channel Partner Agreement.
10. INTELLECTUAL PROPERTY
10.1 Title to, and all Intellectual Property Rights, in the Products, as between you and us, is and remains the exclusive property of Gallagher.
11. CHANNEL PARTNER AGREEMENT
11.1 The Products purchased by you under these Terms are to be used solely in your role as the Gallagher Certified Channel Partner.
11.2 The warranty clause in your Channel Partner Agreement will apply in relation to the Products.
12. FORCE MAJEURE
12.1 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 Event.
13. LIMITATION OF LIABILITY
13.1 The parties acknowledge that the Products are being purchased in trade and, to the extent permissible by law, contract out of the Consumer Guarantees Act 1993 and Fair Trading Act 1986.
13.2 EXCEPT AS PROVIDED IN THE CHANNEL PARTNER AGREEMENT 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 FAVOUR 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.
14. GENERAL
14.1 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.
14.2 Each party will promptly do everything reasonably required to implement and/or give effect to these Terms.
14.3 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.
14.4 No waiver by any party of any provision of these Terms is valid unless it is in writing and signed by an authorised representative of the party against which the waiver is sought to be enforced.
14.5 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.
14.6 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.
14.7 These Terms, the Channel Partner Agreement and the applicable Order Confirmation constitutes the entire agreement between the parties relating to their subject matter.
14.8 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.
14.9 These Terms will be governed by and interpreted in accordance with the laws of New Zealand, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sales of Goods does not apply.
