1. Applicability. These terms and conditions, together with the terms of any applicable purchase order (“Terms“), are the terms which govern use of the Gallop website and the sale of goods, products, material, merchandise, equipment, technical data, intellectual property and drawings or services (jointly and severally“Goods“) by Gallop Brush Company (“Gallop“) to the buyer (“Buyer” or sometimes“You” or “Your”or words of similar import) identified on the Purchase Order and/or Gallop estimate associated with Buyer’s order (jointly and severally the “PO”). The Terms comprise the entire agreement and understanding between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over, and expressly exclude, any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. BUYER ACKNOWLEDGES THAT BUYER’S ORDERING OF THE GOODS RELATED TO ANY PO CONSTITUTES BUYER’S ACCEPTANCE OFAND BUYER’S COMMITMENT TO ABIDE BY AND BE BOUND BY THE TERMS IN THEIR ENTIRETY AND THAT BUYER HAS READ AND AGREES TO ABIDE BY GALLOP’S PRIVACY POLICY WHICH CAN BE ACCESSED AT VIEW OUR POLICY HERE. THE TERMS CONSTITUTE A LICENSE THAT GOVERNS YOUR USE OF THIS SITE AND ANY TRANSACTIONS THAT YOU ENGAGE IN THROUGH THIS SITE OR BY OR THROUGH ANY PO. BY ACCESSING, VIEWING, OR USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE WITH THE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, DO NOT USE THIS SITE. IF YOU VIOLATE THE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO DENY YOU ACCESS TO THE SITE AND TO SEEK ANY OTHER LEGAL ACTION OR REMEDY.
2. Delivery.
(a) Gallop will endeavor to deliver the Goods within Gallop’s standard lead time as it exists at the time of the order date. Gallop does not guaranty delivery dates and Gallop shall not be liable for any delays due to supply issues, manufacturing schedules and/or backups, employee issues (including shortages) or any other reason or damages due to loss, or damage in transit. Risk of loss and title passes to Buyer at the ‘Delivery Point’ (as that term is defined in Section 2 (b) immediately below).
(b) Unless otherwise agreed to in writing by the parties, Gallop shall deliver the Goods to the carrier determined by Gallop in its discretion or as designated by the Buyer and agreed to in writing by Gallop (the “Delivery Point“) using Gallop’s standard methods for packaging such Goods. Buyer assumes all risk of loss of the Goods upon delivery of the Goods at the Delivery Point. Upon delivery of the Goods to the Delivery Point, Buyer shall be responsible for all fees, costs and expenses related to or associated with shipping, loading, and accessorial charges, (including but not limited to accessorial charges related to inside delivery, overlength, liftgate, and appointment delivery) and Buyer shall, at its own cost and expense, provide any equipment and labor reasonably required for receipt and acceptance of the Goods beyond the Delivery Point.
(c) Gallop may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
(d) If for any reason Buyer fails to accept delivery of any of the Goods delivered at the Delivery Point on the date fixed pursuant to Gallop’s notice, or if Gallop is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses, authorizations, payments, or any other thing determined by Gallop to be required, then, in such event: (i) risk of loss to the Goods shall immediately pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Gallop, at its option, may store the Goods until Buyer picks them up (or makes other arrangements agreeable to Gallop), whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance) all of which to be paid before delivery or such other time as is agreeable to Gallop.
(e) Buyer agrees that it is Buyer’s obligation to confirm the accuracy of all quote/estimate/PO specification information, including product, product details, product specifications, bill to, ship to, etc., are accurate upon online (or other method) order placement or submission, estimate acceptance or other standard method of acceptance. Damages, delays, costs, or other such consequence resulting from inaccuracy or error in the foregoing are the sole responsibility of the Buyer and Gallop shall not be held liable or responsible for the same. It is Buyer’s responsibility, within the Inspection Period (as that term is defined in Section 7(a) below) to carefully review all estimates, PO and other documentation detail related to or associated with an order. This responsibility includes Buyer’s confirmation of accuracy of all aspects of such order including quantities, specifications, production details and options, shipping details and options, shipping rates, etc. All quotes are good for thirty (30) days unless otherwise stated by Gallop in writing.
3. Cancellation of Orders. All orders received and accepted by Gallop may not be cancelled unless Gallop provides written permission of such cancellation (such determination is at Gallop’s sole discretion). Buyer shall remain liable for all orders, or portions thereof, that are not cancelled. Orders approved by Gallop to be cancelled shall not relieve Buyer of costs and expenses incurred by Gallop in connection with said order including, but not limited to, set up costs, material costs and labor costs. Certain orders are non-cancellable. Non-cancellable orders include any customized items, any non-standard items, any items that Gallop cannot readily resell, any items that Gallop does not regularly sell or any other item that Gallop cannot readily recover its costs, fees and expenses on.
4. Shipping/Lead Time Terms. In addition to other terms stated in the Terms, delivery shall be made as reasonably determined by Gallop utilizing its standard practice in place at the time of shipment. The following applies to all quoted lead times: (i) lead times begin the day following Gallop’s acceptance of an order; (ii) lead time means manufacturing lead time and does not include transit to Buyer; (iii) lead time is of the quote date and subject to change up to the date of shipment; and (iv) lead times are strived to be met but are not a guaranty. Gallop assumes no responsibility or liability associated with international shipping.
5. Risk of Loss. Risk of loss or damage passes to Buyer upon tender of the Goods to the Delivery Point.
6. Amendment and Modification. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
6. Inspection and Rejection of Nonconforming Goods. (a) Buyer agrees to and shall inspect the Goods (i) (“Inspection Period“) as soon as possible after the Goods reach the Delivery Point but in no event later than seventy (72) hours from when the Goods arrive at the “ship to” address on the applicable purchase order or such other place as agreed to in writing by Gallop and Buyer. Buyer will be deemed to have accepted the Goods in the condition that they arrived, as is and as delivered, unless it notifies Gallop in writing of any Nonconforming Goods within forty-eight (48) of expiration of the Inspection Period (“Notice Period”) and furnishes such other written evidence or documentation as reasonably required by Gallop. “Nonconforming Goods” means only the following: (i) product(s) shipped does not meet the specifications as set forth the PO +/- Gallop’s then existing standard deviations for products of the type contained in the PO. It is the sole responsibility of Buyer to inspect shipments within the Inspection Period. If the shipment is damaged or Nonconforming, Buyer is required to take pictures of the Nonconforming aspect of the shipment and if the non-conformance is substantial, Buyer should not accept the shipment.
(b) If Buyer timely (within the Notice Period) notifies Gallop of any Nonconforming Goods, Gallop may, upon Gallop confirming that the returned Goods are Nonconforming Goods (as determined by Gallop in its sole discretion), elect to do one of the following: (i) replace such Nonconforming Goods (or, at Gallop’s discretion, only the portion of the Goods that are Nonconforming) with conforming Goods, or (ii) credit or refund the price for such Nonconforming Goods (or, at Gallop’s discretion, only refund the portion of the price that relates to the portion of the Goods that are Nonconforming). Gallop’s election shall be net of any reasonable shipping and handling expenses incurred by Gallop in connection therewith. Buyer shall ship, at its expense and risk of loss, the alleged Nonconforming Goods to such location as is designated by Gallop upon demand. If Gallop exercises its option to replace the Nonconforming Goods (or any portion of them), Gallop shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point. Buyer and Gallop acknowledge and agree that such election by Gallop shall constitute Liquidated Damages and shall be in full and final settlement and satisfaction of any claim related to the Non-conforming Goods. Buyer agrees that Buyer and Gallop intend that the Liquidated Damages constitute compensation and not a penalty. Buyer further agrees and acknowledges that any damage caused by a breach of Gallop would be impossible or very difficult to accurately estimate at the time of acceptance of the PO, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from such a breach and providing of the Liquidated Damages is Gallop’s sole liability and Buyer’s exclusive remedy.
(c) In determining whether the Goods are Nonconforming, Buyer agrees to promptly provide Gallop its full cooperation to assist Gallop in its analysis.
(d) Buyer acknowledges and agrees that the remedies set forth in Section 7(b) are Buyer’s exclusive remedies for any issues or damages related to Nonconforming Goods
(e) Except as provided under Section 7(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods to Gallop and Buyer accepts and takes all such good “AS IS” and “WHERE IS”.
8. Price.
Except as otherwise expressly stated,
(a) Buyer shall purchase the Goods from Gallop at the price set forth on the PO (the “Price”).
(b) Except as otherwise expressly stated, all Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Gallop’s income, revenues, gross receipts, personnel or real or personal property or other assets. Your order, and its pricing, is based on continuous and uninterrupted production. Delay costs caused by interrupted production caused in whole or in part by Buyer or by Buyer’s changes, corrections, editing, rewrites and/or any other reasons will be charged to Buyer and such costs may include extra costs incurred in connection with shipping, handling, storage, increased costs of labor and material and other additional items and may result in delayed turnaround and/or delivery time for which you agree to pay and be responsible for and you further agree that Gallop is not responsible or liable for.
9. Payment Terms.
(a) Buyer shall pay all invoiced amounts due to Gallop as set forth on Gallop’s invoice. Buyer shall make all payments in US dollars. Time is of the essence and the acceptance by Gallop of any payment after its due date shall not constitute a waiver of this or any other provision of the Terms
(b) Buyer shall pay interest on all late payments at the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly, whichever is higher. Buyer shall reimburse Gallop for all actual costs incurred in collecting any late payments, including, without limitation, actual attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Gallop does not waive by the exercise of any rights hereunder), Gallop shall be entitled, in its sole determination and discretion, to suspend the delivery or manufacturing of any Goods ordered by Buyer (whether related to the PO at issue or any other PO) if Buyer fails to pay any amounts when due hereunder and such failure continues for three (3) days following notice thereof. If Gallop elects to so suspend delivery or production of such Goods, Gallop shall not have any responsibility to meet the production dates or delivery dates of the suspended production or PO’s nor will it be liable for damages or issues related to any delay or any other consequence that may result therefrom and delivery and/or production dates of any PO or production so suspended shall be extended a reasonable period but in no case less than the length of the suspension. As an additional cumulative remedy, if discounts of any nature were given by Gallop and payment is not timely made, Buyer hereby authorizes Gallop to revoke and cancel said discounts and further authorizes Gallop to add, and Buyer agrees to pay, any price increase applicable to the Goods.
(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Gallop, whether relating to Gallop’s alleged breach or otherwise.
10. Intellectual Property Rights; Ownership.
(a) “Intellectual Property Rights” or “Gallop’s Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (i) patents; (ii) trademarks; (iii) internet domain names, web addresses, web pages; (iv) works of authorship, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, data, data files, records and documentation; (v) the ideas, designs, concepts and pictures in Gallop’s website and on any PO or related estimate; (vi) trade secrets; (vii) Gallop Tooling (as that term is defined in Section 10(d) of these Terms) and all details related to Gallop Tooling; and (viii) all other industrial and intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to any of the forgoing, however arising.
(b) Buyer acknowledges and agrees that: (i) except to the extent provided in a separate written agreement between Buyer and Gallop, Gallop retains all intellectual property rights used to create, embodied in, used in, and otherwise relating to the Goods and/or appearing on Gallop’s website; (ii) any and all of Gallop’s Intellectual Property Rights are the sole and exclusive property of Gallop; (iii) Buyer shall not acquire any ownership interest in any of Gallop’s Intellectual Property Rights; and (iv) to the extent it is determined that Buyer has acquired any interest in any of Gallop’s Intellectual Property Rights, then Buyer agrees and shall take all reasonable steps to promptly assign or reassign them to Gallop.
(c) Buyer shall not: (i) take any action that could interfere with any of Gallop’s rights in or to Gallop’s Intellectual Property Rights, (ii) challenge any right, title or interest of Gallop’s in or to Gallop’s Intellectual Property Rights; (iii) make any claim or take any action adverse to Gallop’s ownership or licensing of Gallop’s Intellectual Property Rights; or (iv) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Goods or upon Gallop’s Intellectual Property rights.
(d) All tooling used to manufacture the Goods is owned by Gallop. Buyer has no right, title, or interest in or to any of the Gallop Tooling. “Gallop Tooling” means, separately and collectively, all tooling, dies, test and assembly fixtures, gauges, patterns, molds, documentation (including engineering specifications and test reports) and other such items used by Gallop in connection with its manufacture and sale of the Goods, together with any accessions, attachments, parts, machinery, accessories, substitutions, replacements, and appurtenances thereto.
11. Limited Warranty.
(a) Gallop warrants to Buyer that at the time of delivery of the Goods to the Delivery Point, such Goods will materially conform to the specifications as set forth in the PO +/- Gallop’s then existing standard deviations for the Goods at issue, free from material defects in material and workmanship. Statements from Gallop’s staff and representatives do not constitute a warranty or part warranty and Gallop does not warrant or guaranty such statements. Except as expressly stated in Sections 7 and 11 of these Terms, Buyer agrees that it accepts the Goods “AS IS”, “WHERE IS”.
(b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a), GALLOP MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(c) Gallop shall not be liable for a breach of the warranty unless all of the following timely occurs: (i) Buyer gives written notice of the defect, reasonably described, to Gallop within the Notice Period; (ii) Gallop is given a reasonable opportunity after receiving the timely notice to examine such Goods and Buyer (if requested to do so by Gallop) promptly returns such Goods, at Buyer’s expense, to Gallop’s place of business (or such other place as Gallop may designate) for the examination to take place; (iii) Gallop, to its own reasonable satisfaction, verifies Buyer’s claim that the Goods are defective (iv) Buyer fully complies with all requirements of Buyer as stated in section 7 of these terms, and (v) Gallop is given a reasonable opportunity to cure said defect which Gallop may elect to or not to perform at its discretion.
(d) Subject to Section 11(c), Gallop shall, in its sole discretion, either: (i) replace or cure such Goods (or any portion of them that Gallop determines to be defective) or (ii) credit or refund the price of such Goods (or any portion of them that Gallop determines to be defective) at the pro rata contract rate provided that, if Gallop so requests, Buyer shall, at Buyer’s expense, deliver such Goods to Gallop to such place as Gallop designates.
(e) THE REMEDIES SET FORTH IN SECTION 11SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND GALLOP’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(A).
12. LIMITATION OF LIABILITY. IN NO EVENT SHALL GALLOP BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PO OR OTHER AGREEMENT RELATED TO THE PURCHASE AND/OR PROVISION OF ANY GOODS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER OR GALLOP, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
13. Indemnification. Buyer shall indemnify, defend and hold harmless Gallop and its officers, employees, agents, representatives, affiliates, successors, assigns and all others acting by or through it (collectively “Indemnified Parties”) against any and all losses, damages, liabilities, claims, actions, judgments, penalties, fines, costs or expenses of whatever kind, including actual attorneys’ fees, and the cost of enforcing any right to indemnification hereunder (collectively “Losses”) arising from any third-party claim resulting from or related to: (a) use of any Goods in combination with any products, materials, or equipment supplied to Buyer by a person or entity other than Gallop; (b) goods, products or assemblies manufactured or designed by Buyer; (c) Buyer’s marketing, advertising, promotion, or sale or any product containing or related to the Goods; (d) design specifications or order requirements of Buyer; or (e) Buyer’s inappropriate use or use of the Goods in a manner not directed by Gallop or not in accordance with custom and practice. Gallop prohibits and does not want to receive confidential or proprietary information from Buyer (whether Buyers or a third parties) through the Gallop website or otherwise. Any information or communications that Buyer provides will be considered non-confidential, and Buyer agrees that Gallop has no confidentiality obligations with regard to the same, and such information may be used by Gallop without concern that such use violates the rights of any third party and You acknowledge, represent, warrant and covenant that you will not provide any information that Gallop is prohibited from or cannot copy, disclose, incorporate (including what is embodied therein) for any and all commercial and non-commercial uses and you will indemnify and hold Gallop harmless from any claims, damages or suits that result as a violation of this Section.
14. Insurance. During the term of this Agreement and for a period of one (1) year after Buyer discontinues using the Goods or any portion of them, Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability in a sum no less than $2,000,000 with financially sound and reputable insurers. Upon request, Buyer shall provide Gallop with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in these Terms.
15. Compliance with Law. In connection with the purchase or use or sale of any Goods or services from Gallop and use of the Gallop website, Buyer shall comply with all applicable laws, regulations, and ordinances and Buyer shall maintain in effect all licenses, permissions, authorizations, consents and permits required and/or prudent to carry out its obligations under these Terms and the PO. Buyer shall comply with all export and import laws of all countries involved in the sale or resale of the Goods or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance.
16. Termination. In addition to any remedies that may be permitted under these Terms, Gallop may terminate any PO with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due to Gallop, and related to any outstanding PO, and such failure continues for seven (7) days after Gallop sends written (may be by postal, email, other digital format or by other customary methods) notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
17. Waiver. No waiver by Gallop of any of the provisions of these Terms is effective unless expressly agreed to in writing by Gallop. No failure to exercise, or any delay in exercising, any right, remedy, power, or privilege arising from the purchase of Goods, or these Terms, operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes or limits any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
18. Confidential Information. All non-public, confidential or proprietary information of Gallop, including but not limited to the Gallop Intellectual Property Rights, any and all specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, customer information of any type, pricing, discounts or rebates, disclosed by Gallop to Buyer (or otherwise learned by Buyer in the course of its dealings with Gallop or otherwise), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media (including on the Gallop website), and whether or not marked, designated or otherwise identified as “confidential” is confidential and solely for the use of providing the Goods and may not be disclosed, copied, used, or disseminated unless authorized in advance by Gallop in writing. Upon Gallop’s request, Buyer shall immediately return all documents and other confidential materials of Gallop and shall, upon request from Gallop, provide prompt written verification with compliance hereof with this Section. Buyer agrees that Gallop would be irreparably harmed by a breach of this Section and that monetary damages would be insufficient to cure such loss or injury and that Gallop shall be entitled to injunctive relief for any violation or threatened violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure (and Buyer promptly demonstrates to Gallop); or (c) rightfully obtained by Buyer on a non-confidential basis from a third party (and Buyer promptly demonstrates to Gallop).
19. Force Majeure. Gallop shall not be liable or responsible to Buyer, nor be deemed to have defaulted or in breach of the PO or these Terms, for any failure or delay in fulfilling or performing any term of any PO, order or these Terms when and to the extent such failure or delay is caused by or results, in whole or part, from acts, omissions or circumstances beyond the reasonable control of Gallop including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of ninety (90) days, Buyer shall be entitled to give notice in writing to Gallop terminating the PO. In the event of the happening of any of the above-mentioned events, Gallop, in its discretion, may cancel the PO (or any part of it) without liability. All PO’s are subject to Gallop’s ability to obtain the required raw materials and components and are otherwise subject to Gallop’s then current manufacturing schedule, regulatory regulations, orders and restrictions that may be in effect from time to time whether the same is considered Force Majeure or not.
20. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations of the PO or these Terms without the prior written consent of Gallop. Any purported assignment or delegation in violation of this Section is null and void. Buyer acknowledges that no assignment or delegation of any type relieves Buyer of any of its obligations under the PO or these Terms.
21. Relationship of the Parties. The relationship between the Gallop and Buyer is that of independent contractors. Nothing contained in the PO or these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever except as may be stated in these Terms.
22. No Third-Party Beneficiaries. The PO or these Terms are for the sole benefit of the parties hereto and their respective authorized successors and permitted assigns and nothing herein, express, or implied, is intended to nor shall it confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the PO or these Terms.
23. Governing Law. All matters arising out of or relating to the PO, or these Terms shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule.
24. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to any PO, order or these Terms shall be instituted in the federal courts of the United States of America located in Detroit, Michigan, or the courts of the State of Michigan in each case located in Oakland or Lapeer County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
25. Notices. All notices, request, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the PO or to such other address that may be designated by the receiving party in writing at least thirty (30) days prior to such designation becoming effective. All Notices shall be delivered by personal delivery or nationally recognized overnight courier (with all fees pre-paid) or facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid) or by email to the e-address or street address set forth on the PO or as has then been currently used by the parties. Except as otherwise provided in the PO or these Terms, a Notice is effective only (a) upon delivery to the receiving party ((i) in the case of email Notice, delivery shall be deemed to have occurred on the day that the email was sent if it was sent prior to the close of business of the recipient and if not then on the next day (ii) in the case of overnight delivery receipt shall be the day of actual delivery of the Notice to the recipient as determined by the subject carrier), and (b) if the party giving the Notice has complied with the requirements of this Section
26. Foreign Contracts. This provision shall apply to Foreign Contracts. ENGLISH LANGUAGE. The parties acknowledge that they have required that the PO or these Terms and all documents, notices and legal proceedings executed, given, or instituted pursuant to or relating directly or indirectly hereto be drawn up, negotiated, and any issues related thereto be resolve by use of and in the English language.
27. Disclaimer. Buyer expressly agrees that use of this website is at Buyer’s sole risk. Neither Gallop, their affiliates, nor any of their officers, directors, employees, agents, third-party content providers, or licensors (jointly and collectively, “Providers”), or the like, warrant that this site will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of this site, or as to the accuracy, completeness, reliability, security, or currency of the content herein. The materials and content may contain errors, omissions, inaccuracies, or outdated information. Further, Gallop does not warrant reliability of any statements or other information displayed or distributed through the site. Gallop reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the site. Gallop may make any other changes to this site, the materials, contents and the products, programs, Goods, or prices described in this site at any time without notice. As a convenience to you, Gallop may provide on this site links to websites operated by other entities (collectively the “Linked Sites”). If you use any Linked Sites, you may leave this site. If you decide to visit any Linked Site, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Linked Sites, regardless of the linking form (e.g., hotlinks, hypertext links, IMG links, etc.) are not maintained, controlled, or otherwise governed by Gallop. The content, accuracy, opinions expressed, and other links provided by Linked Sites are not investigated, verified, monitored, or endorsed by Gallop. Gallop does not endorse, make any representations regarding, or warrant any information, goods and/or services appearing and/or offered on any Linked Site, other than linked information, if any, solely authorized by Gallop. Links do not imply that Gallop or this site sponsors, endorse, are affiliated or associated with, or are legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo or copyright symbol of Gallop or any of their affiliates or subsidiaries. Except for links to information solely authored by Gallop, Gallop is neither responsible for, nor will it be liable under any theory based on (i) any aspect of any Linked Site; (ii) any information and/or content found on any Linked Site; or (iii) any site(s) linked to or from any Linked Site. If you decide to visit any Linked Sites and/or transact any business on them, you do so at your own risk. Gallop reserves the right to discontinue any Linked Site at any time without prior notice.
28. Severability. If any term or provision of any PO or these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the PO or these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
29. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of the PO or these Terms including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.
30. BUYER ACKNOWLEDGES THAT BY ORDERING GOODS PURSUANT TO ANY PO AND/OR BY RECEIVING GOODS FROM GALLOP THAT BUYER IS THEREBY ASSENTING TO AND AGREEING TO BE BOUND BY THESE TERMS, THAT BUYER HAS READ AND AGREES TO BE BOUND BY THE TERMS OF GALLOP’S PRIVACY POLICY WHICH CAN BE ACCESSED HERE. BUYER FURTHER THEREBY ACKNOWLEDGES AND AGREES THAT THEY HAVE READ AND THAT THEY UNDERSTAND AND WILL ABIDE BY THESE TERMS AND THE GALLOP PRIVACY POLICY.