TERMS AND CONDITIONS

The Business Partner hereby agrees that by enrolling in (https://online.lafargeholcimbd.com/), the Customer Ordering Portal (the “Portal”) that it consents to and agrees to be bound by the following terms and conditions:

1)  The main document governing LafargeHolcim Bangladesh Limited’s (the “Company”) and the Business Partner’s contractual relationship shall be a separate distributor’s agreement executed by them.  These Terms and Conditions will primarily govern the Business Partner’s use of the Customer the Portal and shall not supersede that distributor’s agreement.

2) Except as may be otherwise negotiated with the Company, the price at which Business Partner buys the Product from the Company shall be the prevailing market price as stated in each particular sales invoice.  Prices in the Portal may vary without need of any notice at any time at the discretion of the Company.

3) The Portal shall indicate the maximum term for payment of Business Partner’s purchases, which term shall depend on Business Partner’s chosen manner of payment. Except as otherwise provided in a separate distributor’s agreement between the Business Partner and the Company, the Business Partner hereby consents to be bound by the term indicated in the Portal. Demand by the Company shall not be necessary for the Business Partner to be in delay, and late payments shall be subject to an interest rate of 12% per annum until fully paid.

4) Should the Company cancel the Business Partner’s enrolment in the Portal and without prejudice to the rights and obligations of the parties as provided in the separate distributor’s agreement, neither party shall have any further obligation or liability to the other, save for those obligations that have already accrued prior to the date of the cancellation.  The Company’s removal of the Business Partner from the Portal shall be without prejudice and in addition to any other right, remedy or relief that may be available to the Company pursuant to these Terms and Conditions, contract, law or in equity.

5) The Business Partner and all persons who use the Portal on behalf of the Business Partner hereby agrees and consents to the Company’s collection, use, and processing of its/his/her personal data which the Company obtains through the Portal. The Business Partner and all persons who use the Portal on behalf of the Business Partner, including all the representatives enrolled by the Business Partner, likewise agrees and consents to the Company’s disclosure of their personal data collected through the Website and to third parties including, but not limited to, third party providers, suppliers, affiliates, the Company’s parent company or related companies, financial institutions, government agencies, and external auditors for the Purposes indicated below in Clause 6, as may be required under laws, rules, and other regulations.

6) The Business Partner and all persons who use the Website on behalf of the Business Partner, including all the representatives enrolled by the Business Partner, acknowledge that their personal data have been or will likewise be collected, used, disclosed and processed by Company for purposes which include, but are not limited to, the following:

(a)  recordkeeping and documentation purposes related to the Company’s use of the Website;

(b)  organizing seminars, events or other marketing/promotional activities;

(c)  complying with reportorial, filing, and other legal requirements under the law, or as required by any request or direction of any governmental authority, or responding to requests for information from public agencies, offices, statutory boards or other similar authorities;

(d)  storing, hosting, backing up (whether for disaster recovery or otherwise) of personal data, whether within or outside the Philippines;

(e)  responding to legitimate complaints, queries and/or requests by parties in connection with any work performed by the Company, third party contractors, and regulatory government agencies in connection with the exercise of their statutorily mandated functions;

(f)   handle any and all investigation, legal or other claims arising out of a transaction or request with the Company; and/or

(g)  any other purposes related to any of the foregoing.

7) The Business Partner and all persons who use the Website on behalf of the Business Partner, including all the representatives enrolled by the Business Partner, hereby acknowledge that understand that their personal data shall only be retained for as long as necessary for: (a) the fulfilment of the declared and legitimate purposes specified in Clause 6, or when the processing relevant to such purposes has been terminated, (b) for the establishment, exercise or defence of any legal claims in relation to the Business Partner and the Company’s use of the Portal, (c) in compliance with the retention periods provided by applicable laws (whether foreign or local) or (d) for any other legitimate business purpose.

8) The Business Partner and all persons who use the Portal on behalf of the Business Partner, including all the representatives enrolled by the Business Partner, understand that their rights, to the extent of applicable data protection laws, shall be respected by the Company.  This includes their rights to information, object, access, rectification, erasure or blocking, lodging a complaint, damages and data portability. For these purposes, the Business Partner and all persons who use the Portal on behalf of the Business Partner understand that the Company adopts the necessary physical, organizational, and technical security measures required under the relevant law, rules, and regulations. 

9) The Business Partner and all persons who use the Portal on behalf of the Business Partner, including all the representatives enrolled by the Business Partner, represent and warrant that the all the personal data provided to the Company shall be true and correct, and that they shall update or correct any personal data they have provided when necessary.

10) The Business Partner and all persons who use the Website on behalf of the Business Partner, including all the representatives enrolled by the Business Partner, understand that for any questions or complaints regarding the Company’s handling of their personal data or the Company’s compliance with the applicable Laws, they may contact us at:

Email: info.ca@lafargeholcim.com  

Mail:  LafargeHolcim Bangladesh Limited

  NinaKabbo , Level-7, 227/A , Bir Uttam Mir Shawkat Sarak,(Tejgaon gulshan

  Link Road) ,

  Tejgaon, Dhaka -1208, Bangladesh.

  Tel:              +880(2)9881002-3     

  FAX:            +880(2)9886394                                

11)         The Business Partner hereby agrees that all intellectual property rights in the Product and in this Portal, including but not limited to all logos, graphics, page headers, button icons, scripts, and service names are and remain to be properties of the Company or are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Company, as the case may be.  The Business Partner shall not use the same without the Company’s and that owner’s permission.  Subject to the Business Partner’s compliance with these Terms and Conditions and applicable laws, and the Business Partner’s payment of any applicable fees, the Company grants the Business Partner a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Website for the purpose of transacting with the Company for the Product. The Business Partner shall hold the Company harmless from all damages suffered by the Company for the Business Partner’s violation of this Clause.

12)         The Business Partner shall be restricted to carry out the following in relation to access or use of the Portal:

(a) Publishing any material or content of the Portal in any other media;

(b) Selling, sublicensing and/or otherwise commercializing any material of the Portal;

(c) Publicly performing and/or showing any materials of the Portal;

(d) Using this Portal in any way that is or may be damaging to the Portal;

(e) Using this Portal contrary to applicable laws and regulations, or in any way may cause harm to the Portal, or to any person or business entity;

(f) Engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the Portal;

(g) Using this Portal to engage in any advertising or marketing.

13)         The Business Partner hereby acknowledges that to use the Portal, it and all persons who use the Portal on behalf of the Business Partner may be required to be logged in to the account.  The Business Partner hereby acknowledges that it is responsible for maintaining the confidentiality of its account and password, and for restricting access to its account, and further agrees to accept responsibility for all activities that occur under its account or password.

14)         The failure by the Company to exercise any right or remedy herein granted shall not be construed as a waiver thereof and the exercise of such rights shall be at the sole discretion of the Company.

15)         None of the rights or obligations obtained by the Business Partner pursuant to its enrolment in Portal may, in any manner, be assigned or transferred or encumbered by the Business Partner to any other person, corporation, firm or association, without the prior written consent of the Company.

16)         Except for those terms that are meant to survive past the Business Partner’s enrolment in the Portal, these Terms and Conditions shall be effective for as long as the Business Partner is enrolled in the Portal, and are subject to change by the Company by giving notice to the Business Partner.

17)         The Business Partner and/or the persons acting on his/her behalf and who enrol and use the Portal shall be liable for any and all of the Business Partner’s obligations under, pursuant to, or in connection with, the use of Portal and any and all of the transactions contemplated herein, or any collateral agreement or any document executed in furtherance hereof or thereof, and shall be bound by these Terms and Conditions. 

18)         This Portal is provided "as is," with all faults, and the Company express no representations or warranties, of any kind related to this Portal or the materials contained on this Portal. Also, nothing contained on shall be interpreted as advising the Business Partner.

19)         In no event shall the Company, nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of this Portal whether such liability is under contract.  The Company, including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Portal.

20)         All disputes, controversies or claims arising out of, relating to, or in connection with these Terms and Conditions or the breach, termination or invalidity hereof, shall be resolved amicably by the Company and the Business Partner.  If such dispute, controversy or claim cannot be amicably settled within twenty (20) days from receipt by one party of notice sent by the other party of the existence of such dispute, controversy or claim, then such dispute, controversy or claim shall be finally settled by arbitration conducted in accordance with the laws of Bangladesh.

21)         The dispute, controversy or claim shall be resolved by a panel of three arbitrators. The Company and the Business Partner shall each appoint one arbitrator, and the arbitrators appointed by them shall jointly appoint the chairman of the panel.  The costs and expenses for the arbitration, including the arbitrators’ fees, shall be allocated to the party determined to have been at fault or in breach of these Terms and Conditions, or otherwise responsible for, or the cause of, the dispute, controversy or claim.  The venue of the arbitration shall be in the Dhaka, Bangladesh.

22)         In the event of judicial proceedings instituted by either Party, the venue of litigation shall be court of Bangladesh.  The prevailing party shall be paid by the other party a reasonable compensation for its expenses and charges including attorney’s fees which in no case shall be less than twenty percent (20%) of the amount in dispute in addition to all other expenses of litigation and costs of suit.