Terms of Use

Platform Service Conditions (“Terms of Service”)

Please read these terms and conditions carefully.

In these Terms of Service, “Service Platform” means: (a) the portal known as Bosch Power Tools B2B Portal, which may be accessed at https://ng-partner.bosch-pt.com/; (b) the website at the same URL; and/or (c) the Application.

Unless the context requires otherwise, “Bosch”, “we” and “us” refer to Robert Bosch Nigeria and “you” or “your” refers to each such party who is given access or use of the Service Platform (or part thereof) by us.

The following Terms of Service govern your use and access of the Service Platform and the Services.

By clicking the accept button, by accessing the Service Platform and/or using the Services (including placing any Order on the Service Platform), you agree to be bound by these Terms of Service. If you are agreeing to be bound on behalf of your employer or another entity, you represent and warrant that: (i) your employer, or the applicable entity, is duly organized, validly existing and in good standing under the laws of the country in which it is organized or incorporated; (ii) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (iii) you have read and understand these Terms of Service; and (iv) you agree, on behalf of the party that you represent, to these Terms of Service.

If you do not agree to these Terms of Service or if you do not have the legal authority to bind your employer or the applicable entity, do not access and/or use this Service Platform or the Services.

Access to and use of password-protected and/or secure areas of the Service Platform and use of the Services are restricted to authorised users only. You may not obtain or attempt to obtain unauthorised access to such parts of this Service Platform and/or Services, or to any other protected information, through any means not intentionally made available by us for your specific use.

Definitions and interpretation
1. Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to these Terms of Service and its Schedules.
Licence to use Service Platform
1. Licence: The Service Platform is proprietary to us and/or our service providers and must not be used other than strictly in acceptance with these Terms of Service. If you agree to these Terms of Service by clicking the accept button, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable right to use the Service Platform, solely for the purpose of accessing and using the Services.
2. You may not under any circumstances:
  
  (a) copy, sell, resell, assign, licence, distribute, transmit, publicly display, rent, lease, lend, export, offer on a “pay-per-use” basis, publish or otherwise reproduce the Service Platform or any part thereof in any form by any means;
  
  (b) adapt, modify, decompile, disassemble, localise, port and/or reverse engineer the Service Platform or any part thereof;
  
  (c) remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or markings placed upon or contained within the Service Platform;
  
  (d) prepare or develop derivative works based on the Service Platform;
  
  (e) use the Services and/or Service Platform for purposes other than those permitted under these Terms of Service or illegal, unlawful or malicious purposes;
  
  (f) impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
  
  (g) attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Service Platform or Services;
  
  (h) post, promote or transmit through the Service Platform or Services any Prohibited Materials;
  
  (i) interfere with another User’s utilization and enjoyment of the Services and/or the Service Platform;
  
  (j) use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Service Platform’s data or damage or interfere with the operation of another User’s computer system or network or the Services and/or the Service Platform;
  
  (k) take any action or use the Service Platform or the Services in a manner which may adversely affect the regular operation of the Service Platform and/or the Services (including actions which excessively overload the systems); or
  
  (l) use the Service Platform or the Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws, or view, listen to, download, print or use the Materials other than as allowed under applicable laws.
  
  Any breach of the aforesaid restrictions shall result in immediate and automatic termination of all rights and licence granted hereunder. The use restrictions set out herein shall survive the termination of these Terms of Service.
3. For the avoidance of doubt, we shall not at any time be obliged to provide any adaptations, enhancements and/or modifications to the Service Platform, including any updates, patches, bug-fixes and/or upgrades to the Service Platform or any new versions and/or releases of the Service Platform which incorporate new features or functions.
Access to and/or use of Services
1. Username/Password:
  
  (a) A Username and Password may either be: (i) determined and issued to you by us; or (ii) provided by you and accepted by us in our sole and absolute discretion in connection with the use of the Services and/or access to the Service Platform.
  
  (b) We may at any time in our sole and absolute discretion forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any loss or damage suffered by or caused by you or arising out of or in connection with or by reason of such invalidation.
  
  (c) You hereby agree to change your Password from time to time and to keep the Username and Password confidential and protected against unauthorized access at all times. You shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorised or not) of the Username and/or Password. You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorised use of the Username and/or Password.
2. Purported use/access: You agree and acknowledge that any use of the Services and/or any access to the Service Platform and any information, data or communications referable to the Username and Password shall be deemed to be, as the case may be:
  
  (a) use of or access to the Service Platform and/or the Services by you; or
  
  (b) information, data or communications posted, transmitted and validly issued by you.
  
  You agree to be bound by any use of or access to the Service Platform and/or any Services which are referable to your Username and Password (whether such access or use is authorised by you or not) and you agree that we and our service providers shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us and all other Indemnitees against any and all Losses, damages and expenses (including legal fees) attributable to any use of any Services and/or or access to the Service Platform referable to the Username and Password.
General use of Services and/or access of Service Platform
1. Guidelines to the use of Service Platform: You agree to comply with any and all of the guidelines, notices, operating rules and policies and instructions pertaining to the use of or access to the Service Platform and/or the Services, as well as any amendments to the aforementioned issued by us from time to time. These guidelines, notices, operating rules and policies and instructions will generally be notified to you via email, push notification(s) and/or publication on the Service Platform or such other method of notification as may be designated by Bosch, which you acknowledge shall be sufficient notice for the purpose of this clause. We reserve the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Service Platform.
2. General terms of access and use: The Services may only be accessed by you with the use of your Username and Password (as issued to or provided by you in accordance with Clause 3.1). You agree to access and/or use the Service Platform and/or Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Service Platform and/or Services in good faith.
3. Availability of Service Platform and Services: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Service Platform and/or any Services and shall not be liable if any such upgrade, modification, suspension, discontinuation or removal prevents you from accessing the Service Platform and/or any part of the Services.
4. Right, but not obligation, to monitor content: We and our service providers reserve the right, but shall not be obliged to:
  
  (a) monitor, screen or otherwise control any activity, content or material on the Service Platform and/or through the Services. We may in our sole and absolute discretion, investigate any violation of these Terms of Service and may take any action we deem appropriate;
  
  (b) suspend, prevent, disable, terminate or restrict any access to and/or use of the Service Platform and/or the Services (or part thereof) by any User or Third Party;
  
  (c) report any activity we suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities;
  
  (d) request any information and data from you in connection with your use of the Services and/or access to the Service Platform at any time and to exercise our right under this Clause 4.4 if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data; and/or
  
  (e) without stipulating any reason and in our sole discretion, remove, block, suspend, modify, reject or edit any User Content. For the avoidance of doubt, the foregoing shall permit us or our service providers to reject or remove any User Content for whatever reason, subject always to applicable laws.
5. User Content: We and our service providers are entitled and authorised to host, represent, display or signify on or through the Service Platform and/or any Services that any User Content are from you. We and our service providers neither endorse nor assume any responsibility for the contents of your postings, transmissions or communications through the Service Platform and you are solely responsible therefor.
6. Additional terms: In addition to these Terms of Service, the use of specific aspects of the Service Platform, Services and/or Materials offered by us and/or our Affiliates or service providers, may be subject to additional terms and conditions (“Additional Terms”), as notified to you from time to time and which you will need to accept before using such aspects, and will apply in full force and effect upon your access to and/or use of such aspects.
7. New features: Without prejudice to Clause 2.3, we reserve the right to produce new and updated versions of the Service Platform and/or introduce new or enhanced services, products, programmes, functions, features and/or applications (collectively, “New Features”) to the Service Platform. The term “Service” shall include any New Features which are provided through the Service Platform. All New Features shall be governed by these Terms of Service and may be subject to the Additional Terms, which you shall be required to agree to before access to and use of such New Features is provided, and shall be deemed to have agreed to upon access to and/or use of such New Features. In the event of any inconsistency between these Terms of Service and any Additional Terms, the Additional Terms shall prevail in so far as the inconsistency relates to the New Features in question unless otherwise provided.
8. Third party terms
  
  (a) We may require, enable or facilitate access to or use of websites, software or services of a Third Party, such as but not limited to the Approved Online Stores. In such an event, there may be terms governing the use of such Third Party websites, software or services (the "Third Party Terms") that will bind either us or you or both.
  
  (b) It is your responsibility to check and read the most up-to-date versions of these Third Party Terms and you are deemed to have notice of the same. In particular, you are deemed to have notice of any terms that we (under the Third Party Terms) are required to notify you of, and you unconditionally agree to be bound by all the obligations in the Third Party Terms which are applicable to you as the end user.
  
  (c) If the Third Party Terms require you to enter into an agreement directly with the Third Party, then you unconditionally agree to enter into such agreement, and in any event, to be legally bound by the Third Party Terms.
Orders and transactions
1. You may place Orders for Bosch’s products and/or services which are made available for purchase on the Service Platform. This may require you to provide further details (e.g. delivery address, VAT number) in order to set up, supplement or confirm a billing and/or delivery profile.
2. Fees for the products and/or services requested for are based on the respective price lists displayed during the order and checkout process.
3. Any products and/or services requested for by you via the Service Platform shall be subject to Terms and Conditions of Sale with Distributor Rights and Obligation in Schedule 2 (“Terms and Conditions of Sale”). By submitting any Order on the Service Platform, you hereby acknowledge and agree that such Order shall be processed and fulfilled by Bosch in accordance with and subject to the Terms and Conditions of Sale , including but not limited to the terms relating to the supply, transfer of title, delivery, handling, storage and/or payment for such products and/or services.
4. Orders shall be subject to our processing and acceptance at our sole discretion, and shall not be binding until you receive a confirmation by e-mail regarding Bosch’s acceptance of the offer. Bosch reserves the right to not process any Order if: (i) such Order does not comply with the requirements or terms and conditions applicable to the access and/or use of the Service Platform (including these Terms of Service) or the Terms and Conditions of Salet, or is otherwise not in the mode or manner required by Bosch; (ii) Bosch is prohibited from processing such Order by reason of any applicable laws or legal requirements; or (iii) for such other reason as Bosch may deem appropriate at its sole discretion.
Intellectual Property Rights
1. Ownership of Service Platform and Materials: The Intellectual Property Rights in and to the Service Platform and the Materials are owned, licensed to or controlled by us, our Affiliates, our licensors or our service providers. We reserve the right to enforce such Intellectual Property Rights to the fullest extent of the law. You hereby agree to keep prices of products listed on the Service Platform strictly confidential and you shall not disclose or transmit such information to Third Parties unless otherwise permitted or authorised by us.
2. Rights in User Content: You warrant and represent that you have the right and authority to submit your User Content and that the User Content or any part thereof does not infringe the Intellectual Property Rights or any other rights of any Third Party. You hereby consent and grant to us, our Affiliates and our service providers a non-exclusive, world-wide, royalty-free, irrevocable licence and right to host, transmit, distribute or use (which will include the right to copy, reproduce and/or publish) the User Content in connection with:
  
  (a) the Service Platform and/or the Services; and
  
  (b) data mining, data compilation or data extraction for the purposes of statistical or trade analysis.
3. Restricted use: No part or parts of the Service Platform, or any Materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant Intellectual Property Right owners. Subject to Clause 6.4, permission will only be granted to you to download, print or use the Materials for personal and non-commercial uses if the download or printing functionality is available (e.g. by means of a download or print button), provided always that:
  
  (a) you do not modify the Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials; and
  
  (b) you do not reuse or retransmit any such Materials (or part thereof) to any other person or entity without our prior written approval or that of the relevant copyright owners.
4. Trademarks: The Trademarks are registered and unregistered Trademarks of us or Third Parties. Nothing on the Service Platform and in these Terms of Service shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any other website) any Trademarks displayed on the Service Platform, without the written permission of the applicable Trademark owner.
Our limitation of responsibility and liability
1. No representations or warranties: The Services, the Service Platform and the Materials are provided on an “as is” and “as available” basis. All data and/or information contained in the Service Platform and/or the Services are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of Third Party rights, title, merchantability, satisfactory quality or fitness for a particular purpose or use, are given in conjunction with the Service Platform, the Services or the Materials. Without prejudice to the generality of the foregoing, we do not warrant:
  
  (a) the accuracy, timeliness, adequacy, commercial value or completeness of the Services or the Materials;
  
  (b) that the Service Platform, the Services or that any of the Materials will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected. Where the Service Platform and/or the Services are unavailable, Users may be able to continue accessing the Services or similar services through alternative means as may be determined by and notified to Users at our sole discretion;
  
  (c) that the Service Platform or the Services will be compatible with any hardware or software, or the files on your browser and/or operating system;
  
  (d) that the Service Platform, the Services or the Materials are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and
  
  (e) the security of any information transmitted by you or to you through the Service Platform or the Services, and you accept the risk that any information transmitted or received through the Services or the Service Platform may be accessed by unauthorised Third Parties and/or disclosed by us or our officers, employees or agents to Third Parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.
2. Indemnities: You will indemnify, defend and hold harmless all Indemnitees against any and all Losses which may be sustained, instituted, made or alleged against, or suffered or incurred by Indemnitees, and which arise (whether directly or indirectly) out of, in the course of or in connection with one or more of the following: (i) by reason of us having made available the Service Platform or the Services to you; (ii) having entered into these Terms of Service with you; (iii) enforcement of our rights under these Terms of Service; (iv) acting upon any instructions, notices, communications, messages, information or other material which you may provide us in relation to the Service Platform or the Services; (v) any negligence, fraud, error and/or misconduct on your part; or (vi) any breach of these Terms of Service or any applicable law, however arising.
3. Exclusion of liability: Save where caused by gross negligence or fraud of an Indemnitee, the Indemnitees shall not be liable to you for any Losses, damages or expenses (including, any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
  
  (a) any access, use and/or inability to use (including prohibitions, restrictions, interruptions and delays in the use of) the Service Platform or the Services. You are responsible for the backup of your data in accordance with your usual procedures;
  
  (b) any inaccuracies, error or omission, regardless of cause, in the Materials;
  
  (c) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros;
  
  (d) any use of or access to any other website or webpage linked to the Service Platform, even if the Indemnitees may have been advised of, or otherwise might have anticipated, the possibility of the same;
  
  (e) any services, products, information, data, software or other material obtained or downloaded through the Service Platform, Services and/or Materials or from any other website or webpage provided through the Service Platform, Services and/or Materials or from any other party referred through the Service Platform, Services and/or Materials, or through the use of the Service Platform, Services and/or Materials;
  
  (f) your use or misuse of the Service Platform, Services and/or Materials; or
  
  (g) any reliance on the Service Platform, Services and/or Materials.
4. Limitation of liability: Notwithstanding Clause 7.3, our maximum liability to you for all claims, suits, demands, actions or other legal proceedings under, arising out of or relating to these Terms of Service or relating to or arising in connection with the Services, whether based on an action or claim in contract, negligence, tort or otherwise, shall be no more than 2 617 Nigerian Naira
5. At your own risk: Any risk of misunderstanding, error, Loss, damage or expense resulting from the use of the Service Platform and/or Services is entirely at your own risk and we shall not be liable therefor.
Hyperlinks, alerts and advertising
1. Hyperlinks: For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by Third Parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
2. Advertising: We may attach banners, java applets and/or such other materials to the Service Platform for the purposes of advertising our (or our Affiliates’ and/or Third Parties’) products and/or services. For the avoidance of doubt, you shall not be entitled to receive any payment, fee and/or commission in respect of any such advertising or other promotional materials.
Consent to disclosure & provision of information
1. Privacy statement: Our privacy statement explains how we treat your Personal Data when you access the Service Platform and/or use the Services. By accessing the Service Platform and/or using the Services, you agree that we can collect, use and disclose any Personal Data you provide to us in accordance with our privacy statement (https://ng-partner.bosch-pt.com/ng/privacy), as may be updated and/or amended by us from time to time.
2. Collection of data: In addition to the information that you submit via the Service Platform, you consent to our systems being programmed to gather certain anonymous data to help us understand how the Service Platform and/or Services are being used and how we can improve it. This automatically gathered data includes your computer’s IP or “Internet Protocol” address, statistics about how you navigate through the Service Platform and/or Services, and information provided through the use of “cookies”.
3. Consent to receive messages: You consent to and authorise the use by us of any information provided by you (including Personal Data) for the purposes of the sending of commercial messages to you. Your agreement to the provisions of this Clause 9.3 shall constitute your consent for the purpose of the provisions of any personal data and spam control laws (whether in Singapore or elsewhere).
Termination
1. Termination by us: In our sole and absolute discretion, we may with immediate effect without notice to you, terminate your access and use of the Service Platform and/or Services and/or disable the Username and Password. We may bar access to the Service Platform and/or Services (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Service or where we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the Services.
2. Consequences of termination
  
  (a) Upon termination or expiry of these Terms of Service for any reason whatsoever all rights and/or licences granted to you under these Terms of Service shall immediately cease and terminate and you shall forthwith cease the use of the Service Platform in any way whatsoever.
  
  (b) Termination of this these Terms of Service for any reason shall not bring to an end Bosch’s rights accrued prior to termination, and your obligations under any provisions of these Terms of Service which are meant to survive the termination.
Notices
1. Notices from us: All notices or other communications given to you if:
  
  (a) communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast; or
  
  (b) sent by post or left at your last known address will be deemed to be received by you on the day following such posting or on the day when it was so left.
2. Notices from you: You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon receipt. While we endeavour to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.
3. Other modes: Notwithstanding Clauses 11.1 and 11.2, we may from time to time designate other acceptable modes of giving notices (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.
General
1. Governing law and dispute resolution: Use of the Service Platform and/or the Services and these Terms of Service shall be governed by and construed in accordance with the laws of Nigeria and you hereby submit to the exclusive jurisdiction of the courts of Nigeria.
2. Amendments: We may by notice through the Service Platform and/or through the Services or by such other method of notification as we may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms of Service, such variation to take effect on the date we specify (which shall generally be no less than seven days from the date of the notice). If you use the Service Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop accessing or using the Service Platform and the Services and terminate these Terms of Service by giving us notice in writing. Our right to vary these Terms of Service in the manner aforesaid may be exercised without the consent of any person or entity who is not a party to these Terms of Service.
3. Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Service Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.
4. Assignment: You may not assign your rights under these Terms of Service without our prior written consent. We may assign our rights under these Terms of Service to any Affiliate or Third Party.
5. Force majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of our obligations under these Terms of Service (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Service Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.
6. Severability: The invalidity or unenforceability of any of the provisions in these Terms of Service shall not adversely affect or impair the validity or enforceability of the remaining provisions of these Terms of Service. If any provision of these Terms of Service (or part thereof) is determined by a tribunal of competent jurisdiction to be illegal, invalid or unenforceable, that provision (or part thereof) shall either be read down so as to give it as much effect as possible taking into account the commercial intention, or, if such reading down is not possible, then that provision (or part thereof) shall be severed from these Terms of Service.
7. Waiver: In the event of a non-conformity with or breach of these Terms of Service by you, our delay or failure to enforce these Terms of Service shall not constitute a waiver of these Terms of Service, and such delay or failure shall not affect or prejudice our rights later to enforce these Terms of Service. We would still be entitled to exercise our rights and remedies in any other situation where you breach or fail to comply with these Terms of Service.
8. Rights of Third Parties: A person or entity who is not a party to these Terms of Service shall have no right to enforce any of these terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause 12.8 shall affect the rights of any permitted assignee or transferee of these Terms of Service.
9. Language: These Terms of Service are in the English language only, which language will be controlling in all respects, and all versions hereof in any other language will be for accommodation only and will not be made binding upon the parties hereto. All communications to be made or given pursuant to these Terms of Service will be in the English language.

Schedule 1

Definitions and Interpretation

Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Service:
1. “Additional Terms” is defined in Clause 4.6.
2. “Affiliates” means with respect to an entity, any person directly or indirectly controlled by, controlling or under common control with that entity, where “control” means the right to exercise, directly or indirectly, more than fifty per cent. (50%) of the voting rights attributable to the management of that person and/or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of securities, by contract or otherwise.
3. “Application” means the software programmes made available by or on behalf of us which allows access to the Services.
4. “Approved Online Stores” means (i) the official Apple App Store accessible at https://www.apple.com/sg/ios/app-store or such other successor site; (ii) the official Google Play accessible at https://play.google.com or such other successor site; and (iii) such other websites as may be specified by us from time to time.
5. “Terms and Conditions of Sale” is defined in Clause 5.3.
6. “Intellectual Property Rights” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
7. “Indemnitees” means Robert Bosch (Pty) Ltd. and its Affiliates, service and data providers, agents, and their respective officers, directors, employees, shareholders, agents, successors and assigns.
8. “Losses” means all losses, liabilities, settlement sums, costs (including legal costs on a solicitor-and-client basis and costs of other professionals), penalties, fines, charges, expenses, actions, proceedings, claims and demands, whether foreseeable or not.
9. “Materials” means, collectively, all content, data, information, functionalities, services or materials displayed, provided or made available on the Service Platform, including but not limited to text, software, code, scripts, webpages, music, sound, photographs, video, graphics, graphical user interface, forms, diagrams or other material contained in the Service Platform.
10. “New Features>” is defined in Clause 4.7.
11. “Order” means an order for Bosch’s products and/or services made by a User via the Service Platform.
12. “Password” refers to the valid password that you use in conjunction with the Username to access the Service Platform and/or Services.
13. “Personal Data” means any data about you from which you can be identified, either (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time.
14. “Prohibited Material” means any information, graphics, photographs, data and/or any other material that:
  
  (a) contains any computer virus or other invasive or damaging code, program or macro;
  
  (b) infringes any Third-Party Intellectual Property Rights or any other proprietary rights;
  
  (c) is defamatory, libellous or threatening;
  
  (d) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or
  
  (e) is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.
15. “Service Platform” is defined in the recitals.
16. “Services” means services, information and functions made available by us and/or our Affiliates through the Service Platform. “Services” do not include the services which are provided by Third Parties other than our Affiliates.
17. “Terms of Service” means the recitals, Clauses 1 to 12 and this Schedule 1.
18. “Third Party” means a legal entity, company or person(s) that is not a party to these Terms of Service.
19. “Third Party Terms” is defined in Clause 4.8(a).
20. “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Service Platform.
21. “User” means any party with access to the Service Platform and/or who uses the Services.
22. “Username” refers to the unique login identification name or code which identifies you.
23. “User Content” means any information, text, graphics, photographs and/or other materials submitted by any User (including you) for inclusion, implementation, hosting and/or posting through the Service Platform and/or Services or by such other means as we may prescribe.
Interpretation
1. In these Terms of Service: (i) whenever the words “include”, “includes” or “including” are used in these Terms of Service, they will be deemed to be followed by the words “without limitation”; (ii) reference to Clauses, Paragraphs and Schedules are (unless otherwise stated) to clauses, paragraphs and schedules of these Terms of Service; (iii) words importing the singular only shall also include the plural and vice versa where the context requires and references to persons include bodies incorporate or unincorporated, including partnerships and their successors and assigns; (iv) unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months; (v) clause, paragraph and/or schedule headings are inserted for convenience only and shall not affect the interpretation of these Terms of Service; and (vi) references to a statute, law, by-law, regulation, rule, directive, delegated legislation or order also refers to the same as amended, modified or replaced from time and to any by-law, regulation, rule, directive, delegated legislation or order made thereunder.

Schedule 2

Terms and Conditions of Sale:

Bosch reserves the right to add special conditions in addition to this Terms and Conditions if the nature of the contractual relationship so requires.

Definitions
1. “Agreement:” or “Terms & Conditions” means this agreement, its annexures, addendums, appendices and amendments as stipulated in this document.
2. “Complete” means ready for delivery from the Bosch’s warehouse and “Completion” must be construed accordingly.
3. “Order” means Products ordered by the Purchaser from Bosch in the prescribed manner and form.
4. “Parties” means Bosch and the Purchaser and “Party” means either one of them.
5. “Price List” means the document published by Bosch as amended from time to time containing the prices for products.
6. “Products” means the Bosch Power Tools, Accessories, Spare Parts, Measuring Tools and Dremel Power Tools within the Bosch Power Tools product portfolio.
7. “Purchase Order” means a document sent to Bosch by the Purchaser setting out details of an Order. Bosch shall not be liable for incorrect orders ordered received by Bosch on behalf of the Purchaser.
8. “Purchaser” means the individual or entity that orders and/or purchases Products from Bosch as specified in a Purchase Order. A Purchaser may also be a Distributor of Bosch as set out herein.
9. “Bosch” means Robert Bosch Nigeria Ltd Registration number: RC 1187283, situated in Lagos, Nigeria.
10. “Bosch Order Confirmation” means a document prepared by Bosch and sent to the Purchaser to confirm an Order setting out the nature, quantity, prices and anticipated delivery dates of Products ordered by a Purchaser; and
11. “Trademarks” means the Bosch’s logos, insignia, product and/or corporate branding and includes any other similar intellectual property owned by Bosch.
12. any reference to "days" shall be construed as being a reference to calendar days unless qualified by the word "business" in which instance a "business day" shall be any day of the week other than a Saturday, Sunday and/or a public holiday as gazetted by the government of Nigeria from time to time.
13. any reference to "business hours" shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon (insert Country time-zone)
14. unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a Saturday, Sunday or public holiday, the next succeeding business day.
15. where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.
Purpose of Agreement
1. Bosch is involved with the sales, marketing, supply and support of certain Products sold on a non-exclusive basis to Purchasers such as Distributors and resellers.
2. These Terms & Conditions set out the terms and conditions on which Bosch supplies Products to Purchasers and are binding on the Purchaser.
3. Bosch may replace these Terms and Conditions with new terms and conditions or may amend any particular term and condition in these Terms and Conditions on notice to the Purchaser whereafter it will become binding.
Controlling Terms
1. These Terms & Conditions shall be read with any Bosch Order Confirmation and applies to each Order accepted or delivered by Bosch and is the sole agreement between Bosch and the Purchaser in relation to the matters dealt with in this Agreement. No other terms or conditions apply unless expressly agreed upon by Bosch.
Compliance, Gifts and Favours
1. The Purchaser undertake and warrants that it will comply with applicable laws relevant to its business operations at all times. Despite any provision to the contrary contained herein, Bosch may terminate the agreement immediately if it is found that the Purchaser has acted in violation of any law it was obliged to comply with.
2. Bosch shall be entitled to terminate the Agreement forthwith if it is found that gifts and favours were given by the Purchaser, or any employee, agent or representative of the Purchaser to any officer or employee of Bosch (or family of such an officer or employee of Bosch) with a view toward securing the Agreement or securing the favourable treatment or trading terms by or from Bosch.
3. Each Party shall comply with and not contravene any anti-corruption legislation that applies to the business activities of the Parties in all business dealings. In determining whether or not bribery or corruption was or is being perpetrated regard shall be had to decisions taken in terms of the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, as amended. Either Party shall be entitled, notwithstanding its other legal remedies, to terminate the Agreement with immediate effect in the event that the other Party is not complying with this clause and claim damages from the other Party. No claim shall be made or damages claimed against Bosch for such termination.
Order Procedure
1. To order Products from Bosch, a Purchaser must submit a Purchase Order to Bosch either telephonically or in writing (which includes email) setting out all that is required from Bosch to fulfil the order. Any error in the Order will be for the account of the Purchaser and Bosch shall not be held liable in respect thereof.
2. All Orders for Products are subject to acceptance by Bosch in whole or in part, and will not bind Bosch until accepted by Bosch by means of confirmation of the Order in writing by sending the Purchaser a Bosch Order Confirmation duly signed by an authorised representative. Where part of an Order is delivered to the Purchaser, Bosch’s acceptance is only in relation to that part of the Order that is actually received by Bosch.
3. Bosch reserves the right to refuse, reduce or split any order, subject to prior notice to the Customer, which right if exercised, shall not give rise to any liability on the part of Bosch. This right shall be exercised in in due consdiertation of the volume of the order and/or any impact it will have on the services of Bosch .
Delivery dates
1. Bosch will endeavor to meet requested delivery dates but does not guarantee that delivery will take place on any requested or anticipated date.
2. If the delivery date requested by a Purchaser is not in line with Bosch’s standard production, supply and logistics lead times, Bosch will adjust the delivery date and communicate the anticipated delivery date to the Purchaser in writing in accordance with clause
3. Bosch shall endeavour to notify the Purchaser in writing of any delay to the anticipated delivery date.
Cancellation of Orders
1. Bosch reserves the right to cancel or suspend any Order/s placed by the Purchaser and accepted by Bosch or to refuse or delay delivery thereof, if the Purchaser fails:
  1. to make any payment of any amount as provided in this Agreement or in any invoice which is due and payable or a pre-payment which was agreed upon;
  2. to meet credit or financial requirements established by Bosch in its entirety; or
  3. otherwise fail to comply with these Terms & Conditions in its entirety.
Pricing and Discounts
1. Pricing
  1. Price Lists issued by Bosch from time to time are general information purposes only and not constitute offers for sale.
  2. Bosch prices are not subject to any discounts unless expressly agreed in writing by Bosch.
  3. The Purchaser is free to determine its own resale prices for the Products.
  4. Bosch may, upon request, provide a quotation to a Purchaser. Quotations expressly designated as binding are binding for a period of 30 days from the date of issue of that Quotation, unless extended by the Bosch in writing. All other quotations are subject to change without notice.
  5. The prices listed in the Price List on the date that an Order is accepted or a binding quotation is issued will be the applicable prices for the relevant Products.
2. Prices in the Price List do not include taxes of any nature, including Value Added Tax (“VAT”). The Purchaser shall be liable and pay applicable taxes when invoiced by Bosch. VAT shall not be charged in cases where the conditions for exempting export Products from such tax are fulfilled. Liability for tax shall remain on the Purchaser and Bosch shall have a right to claim from the Purchaser if an exemption does not apply.
3. Bosch reserves the right to charge surcharges from time to time and shall notify the Purchaser in writing.
4. Discounts
  1. Pricing benefits in the form of any scheme, discount structure, policy or offering may be operated or given by Bosch from time to time. Whether or
  2. not a Purchaser enjoys any pricing benefits in general or in relation to a particular Order is entirely at the discretion of Bosch and subject to internal policy and approval. Bosch reserves its rights in this regard and the Purchaser cannot compel or insist that Bosch provide any pricing benefits or discounts or gratuities.
  3. All pricing and associated discounts, if applicable, are subject to Bosch’s official Pricing and Gratuity Policies.
Payment Terms
1. Purchasers are not required to make any upfront payments with the placement of any Order, and must pay any invoices rendered in connection with the sale of any Products by Bosch within 60 (sixty) days from date of invoice. This is subject to the Purchaser having an account with Bosch with credit terms, agreed credit limit, and sufficient credit limit in relation to an Order and excludes Cash On Delivery (C.O.D.) sales, or export sales where the Purchaser does not have an agreement with the Bosch in relation to such sales.
2. Bosch reserves the right, upon written notice to the Purchaser, to declare all sums immediately due and payable in the event of a breach by the Purchaser of any of its obligations to Bosch, including the failure of the Purchaser to comply with any credit terms or conditions or limits.
3. Bosch reserves the right to vary, change, or limit the amount or duration of credit to be allowed to the Purchaser, either generally or with respect to a particular Order, on 30 (thirty) days’ written notice.
4. Bosch will credit payments received from the Purchaser against the oldest invoice due and towards interest on outstanding amounts first, thereafter capital will be settled.
5. Payments to Bosch shall be made in NGN (“Nigerian Naira”). If payments are made to Bosch in Euro (EUR), the exchange rate between EUR and NGN which is communicated on a monthly basis by Robert Bosch Nigeria Ltd. (Power Tools Division) must be used to calculate the amount due in respect of an invoice.
6. Products supplied to Purchasers in Nigeria will be invoiced in NGN currency.
Interest
1. Interest shall accrue on any overdue amounts owed by the Purchaser at the rate of 2% (two percent) above the ruling prime overdraft rate quoted by Bosch’s Bankers in Nigeria or the maximum rate permitted by applicable law, whichever is the greater.
Risk of Loss
1. Bosch retains all right, title and interest in and to the Products supplied until payment for the Products supplied has been settled in full. The Purchaser warrants that the Products shall be kept free from any lien, notarial bond or other right or retention or charge.
2. Bosch bears the risk of loss or damage in and to the Products until delivery and while in transit from Bosch’s warehouse or shipping point to the place designated by the Purchaser for delivery. The Purchaser assumes the risk of loss and damage to and in the Products upon delivery of the Products.
3. Delivery - General
  1. Claims for incomplete or incorrect delivery must be made by the Purchaser to Bosch in writing, within 2 (two) working days after the date on which the Products are delivered and the delivery confirmation signed by the Purchaser or any third party designated by the Purchaser.
  2. Claims for incomplete or incorrect delivery will not be accepted by Bosch if they are not submitted within 2 (two) working days of the date on which the delivery confirmation is signed by the Purchaser. The submission of a claim for incomplete or incorrect delivery does not mean that Bosch accepts liability under the claim but means only that Bosch will investigate the claim.
  3. If Products are delivered to the Purchaser incorrectly and not in accordance with a Bosch Order Confirmation, the Products must be returned to Bosch in a saleable condition for the account of Bosch, must be properly marked and must be returned with any Documentation supplied in respect of those Products.
  4. One set of Documentation shall be sent to the Purchaser, free of charge, after delivery of the relevant Products.
Limited Warranty
1. Product Specific Limited Warranty (Blue Tools, with a few exemptions, have a 1 (one) year warranty, for further info on Dremel, measuring tools and accessories, please contact Robert Bosch Nigeria Ltd, Power Tools Division)
  1. In addition to the warranty that is provided for in this clause 12.1 the Purchaser and/or End-User may have certain statutory warranties in terms of the laws of the country in which the Purchaser is located against Bosch. These statutory warranties may be different from the warranty that is given by Bosch in terms of this Agreement. Aside from any warranty that cannot by law be excluded or limited contractually, this warranty is the only warranty that is given by Bosch in relation to the Products and all other warranties, express or implied, including warranties against latent or patent defects, are excluded.
  2. For the applicable period after the date on which a Product is delivered to a Purchaser, Bosch will at its sole and absolute discretion, replace, repair or give credit for any Product that, in Bosch's judgment, has a defect in material or workmanship
  3. If Bosch's examination of a returned Product does not disclose a defect in material or workmanship on a Product claimed to be defective, the Purchaser or End-User must pay Bosch's established charges for unpacking, testing, and repackaging the Product for reshipment to the Purchaser or End-User.
  4. Where a Product is repaired or replaced by Bosch, the original warranty period provided for in clause 12.1.1 is not extended. Repairs are warranted for 30 days on receipt of the repaired Product by the End-User or the Purchaser, or for the balance of the original warranty period, whichever is longer.
  5. Any Products that are supplied to a Purchaser where Bosch has expressly indicated that the Products are “end-of-life” are specifically not subject to the warranty provided for in this clause 12.1. All such products are sold "as is", except insofar as statutory warranties that cannot be limited or excluded by contract are applicable.
  6. Where the Purchaser or End-User returns a defective Product in terms of this warranty, the Purchaser is not entitled to cancel the Order or claim a price reduction in respect of the Product unless Bosch is unable to supply a replacement Product or to correct the defect, even by modifying the Product in question, or unless the repair or replacement is ineffective.
  7. This warranty does not apply in respect of a Product that has been modified or repaired by an unauthorized party or misused, or not used in accordance to operating instructions or if the installation and handling instructions were not complied with.
  8. This warranty does not apply to ordinary wear and tear to a Product or damage due to mishandling or abuse. In particular, Bosch assumes no liability for excessive stressing, unsuitable operating material and for any alteration of the state or the operating mode of a Product due to improper storage, climatic, chemical, and electrical or other influences not provided for in this Agreement or the operating/handling instructions.
Bosch Determination of Product Content
1. Bosch reserves the right at any time without liability or prior notice to:
  1. Determine the contents of each Product, including its specifications, features, and functions, as well as any documentation or related materials and to change or terminate any of the specifications, features or functions of any Product;
  2. Discontinue distribution of any or all Products in some or all markets or through some or all channels of distribution; or
  3. Change or terminate the level or type of support or service that Bosch makes available for each Product.
2. Any change or discontinuance of a Product shall be indicated by an addition to or deletion from Bosch's Price List.
3. The Purchaser may cancel any Orders for discontinued Products without liability. In such cases, the Purchaser is not required to pay any cancellation penalties.
Product Liability

The Purchaser shall indemnify and hold harmless Bosch for damages or expenses resulting from any claim, suit or proceeding for product liability brought against Bosch in respect of a defective, hazardous or unsafe Product whether in terms of consumer protection law or otherwise, to the extent that the harm suffered by the claimant is caused by any act or omission on the part of the Purchaser or its employees or agents, including, but not limited to, any representation made by the Purchaser or its employees or agents as to the qualities or properties or usages of any Product or any failure to provide (contrary to any instructions or guidelines given by Bosch ) proper instructions or a proper warning in relation to the manner in which a Product must be used or any hazards associated with the Product.
Additional Protection
1. If, within any 6 (six)-month period, 5% (five percent) or more of any Product supplied during that period, while within the warranty period specified in this Agreement, exhibits defects of the same kind and nature, and such defects are the result of faulty design or workmanship on the part of Bosch or defects in materials arising from any cause for which Bosch is responsible, Bosch will compensate, or render assistance to the Purchaser as follows:
  1. Delivery of replacement Products to the place designated by the Purchaser;
2. This additional protection is subject to the following conditions:
  1. The particulars concerning the failure of the Products that are alleged or found to be defective must be furnished to Bosch in writing within 2 (two) weeks of the Purchaser’s discovery of such defect;
  2. The defects identified by the Purchaser shall be subject to Bosch's verification;
  3. No Products that are alleged or found to be defective may be disposed of by the Purchaser for at least 12 (twelve) weeks after Bosch receives the written particulars concerning such defects;
3. The defective products must be returned to Bosch by the Purchaser, freight payable at destination, if Bosch so requests.
4. Exclusive Remedy
5. 1. Except to the extent prohibited by law, the remedies provided for in this clause 16 are the only remedies of the Purchaser and, insofar as the Purchaser’s agreement with any customer or End-User provides, any customer of a Purchaser, as well as their successors and assigns, for any defect or nonconformity in the Products.
Limitation of Liability
1. Except to the extent prohibited by law, Bosch shall not be liable to the Purchaser for damages based on any defect or hazard in a Product or harm caused by a Product. Except to the extent prohibited by law, in no event shall Bosch be liable for the cost of procuring substitute products or for any special, consequential or incidental damages or losses whatsoever. Bosch shall not be liable for any indirect, special or consequential damages including, without limitation, lost profits, costs of delay, any failure of delivery or liability to third Parties arising from any source even if those damages were foreseeable.
Return of Products
1. Other than as is specifically provided for in these Terms & Conditions in relation to defective Products which is covered by Bosch warranties and the Bosch Returns Policy, or to the extent prohibited by law, Products may only be returned by a Purchaser to Bosch, with the prior written consent of Bosch. Where Bosch gives such consent, the Products must be returned, carriage paid, to Bosch undamaged in the original factory-sealed packing which packaging must also be undamaged.
2. Provided that inspection by Bosch reveals that the Products are in a saleable condition, which decision shall rest solely with Bosch, credit will be passed to the Purchaser for the Products returned.
3. The Purchaser remains liable for the Product until it has been returned and Bosch has performed the inspection referred to in clause17.2. The Purchaser must supply proof of return to Bosch.
4. Should a Product be returned to Bosch by the Purchaser without the prior written consent of Bosch, Bosch will store the Product at the Purchaser’s sole risk and a reasonable charge for such storage shall be levied. The Purchaser will remain liable for the Product while it is being stored.
Force Majeure
1. Neither Party will be deemed to be in default of this Agreement to the extent that performance of its obligations, or attempts to cure any breach, are delayed or prevented by reason of circumstance beyond its reasonable control (“Force Majeure event”), including without limitation: fire, natural disaster, earthquake, accident or other acts of God or unforeseen plant breakdowns or stoppages, provided that the Party seeking to delay its performance gives the other written notice of any such Force Majeure event within 15 (fifteen) days after the discovery of the Force Majeure event, and provided further that such Party uses its best efforts to cure the Force Majeure event.
2. If there is a Force Majeure event, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure event. This clause 18 is not applicable to any payment obligations of either Party.
3. Any Force Majeure event or events beyond Bosch’s control which may affect the timely fulfillment of an Order, including delays by Bosch’s, transportation problems and operational breakdowns (plant breakdowns or stoppages), labor disputes, shortage of materials and energy, acts of governments and import and export restrictions, shall entitle Bosch to postpone the delivery date or where such an event make it impossible for Bosch to fulfill an Order, Bosch has the right to cancel all or a part of the Order without any liability to the Purchaser whatsoever.
Settlement of Disputes
1. Each Party acknowledges and agrees that, if there is any breach of this Agreement, including, without limitation, unauthorized use or disclosure of Confidential or proprietary information or other information of the other Party, the non-breaching Party will suffer irreparable injury that cannot be compensated by monetary damages and therefore will not have an adequate remedy at law. Accordingly, nothing in this clause 191 shall preclude either Party from seeking interim and/or urgent relief from a court of competent jurisdiction.
2. In the case of any non-payment by a Purchaser, Bosch may at its election follow the mediation and arbitration procedures referred to in clause 19.3 and 19.4 or institute proceedings in a court of competent jurisdiction in Nigeria.
3. Mediation
  1. Subject to clause 19.2, any dispute arising out of or in connection with this Agreement, including any question regarding its interpretation, existence, validity or termination must first be referred to mediation.
  2. The mediation will be held in Lagos, Nigeria.
  3. Either Party may demand mediation by serving on the other Party a written statement of the dispute, controversy, or claim, and the facts relating to it, in reasonable detail.
  4. The Parties shall agree on the mediation procedure and a mediator. There will be 1 (one) mediator.
  5. If within thirty (30) days of the demand for mediation, the Parties have not agreed upon a mediator and commenced mediation, the matter will be referred to arbitration as provided for in clause 19.4.
  6. If, within forty-five (45) days of the demand for mediation the matter has not been resolved to the satisfaction of both Parties, then the matter will be referred to arbitration as provided for in clause 19.4.
4. Arbitration
  1. In the circumstances referred to in clause 19.3.5 or 19.3.6 and except where another procedure is by law or in terms of this Agreement required or permitted to be followed, all disputes arising out of, or in connection with this Agreement, including any question regarding its interpretation, existence, validity or termination, shall be settled by arbitration.
  2. The parties may agree on the arbitration procedure and on the arbitrator, If the Parties cannot agree within 20 (twenty) days of the end of the period referred to in clause 19.3.5 or 19.3.6, the arbitration shall be conducted in terms of the Rules of Conciliation and Arbitration (the “Rules”) of Nigeria, by one arbitrator appointed in accordance with the said Rules.
  3. Unless agreed otherwise, the arbitration shall be administered by the Parties.
  4. The arbitration shall be held in Lagos, Nigeria. The procedural law of this place shall apply where the Rules are silent.
  5. The language to be used in the arbitration proceedings shall be English.
  6. The provisions of this clause shall survive termination or expiration of this Agreement for any reason.
  7. The expenses of arbitration shall be borne by the Party against whom the final decision is taken, or apportioned according to the decision of the arbitrator if there is a compromised decision. Judgment upon any award may be entered in any court of competent jurisdiction in Lagos.
5. All notices from one Party to the other relating to any arbitration under this Agreement shall be in writing and shall be effective if given according to clause 26 below.
Cumulative Rights
1. Any specific right or remedy provided in this Agreement shall not be exclusive but shall be cumulative upon all other rights and remedies allowed under applicable law that cannot be limited or excluded by agreement.
Governing Law
1. This Agreement shall be governed by the laws of the Nigeria.
  
  In the case of Agreements with Purchasers outside Nigeria, if any of the foregoing provisions of this Agreement are rendered invalid by the law of a Purchaser’s country, it is agreed that such invalid provisions shall be replaced by such valid provisions which come closest to the spirit and purpose of the invalid provisions. To the extent necessary, the Purchaser undertakes to take all measures required to accomplish this objective.
Entire Agreement, Non-Waiver and Non-Variation
1. The Parties acknowledge that this Agreement expresses their entire understanding and Agreement, and that there have been no warranties, representations, covenants or understandings made by either Party to the other except such as are expressly set forth in this Agreement. The Parties further acknowledge that this Agreement supersedes, terminates and otherwise renders null and void any and all prior Agreements or contracts, whether written or oral, entered into between the Purchaser and Bosch with respect to the matters expressly set forth in this Agreement.
2. The failure by either of the Parties to enforce any provision of this Agreement shall not affect in any way that Party’s right to require performance of the provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself.
3. No agreement to vary or add to this Agreement shall be of any force or effect unless reduced to writing and signed by the authorised Contractual Representatives of the Parties to this Agreement.
Attorney Fees
1. If either Party is required to retain the services of any attorney to enforce or otherwise litigate or defend any matter or claim arising out of or in connection with this Agreement, then the successful Party shall be entitled to recover from the other Party, in addition to any other relief awarded or granted, all costs, including administrative costs, judicial and extra-judicial costs payable by the Customer.
Severability
1. If any provision of this Agreement is found invalid or unenforceable, the remainder shall remain valid and enforceable according to its terms. Without limiting the proviso, it is expressly understood and agreed that each and every provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended by the Parties to be severable and independent of any other provision and to be enforced as such. Further, it is expressly understood and agreed that if any remedy under this Agreement is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages set forth in this section shall remain in full force and effect.
Cancellation and Suspension
1. Bosch may cancel the contract or any uncompleted part of it, if the Purchaser –
  1. commits a breach of any of the terms or conditions of the contract; or
  2. being an individual, is provisionally or finally sequestrated, or surrenders his estate; or
  3. being a partnership, the partnership is terminated; or
  4. being a company is placed under a provisional or final order of liquidation or judicial management or similar process; or
  5. compromise or attempts to compromise generally with any of the Purchaser’s creditors; or
  6. fails to satisfy or take steps to rescind any judgment granted against it as required by the rules of the court who granting judgement.
2. Bosch’s remedies under 25.1. shall not be exhaustive and shall be without prejudice and in addition to any other remedies it might have.
3. Upon termination of the contract for any reason whatever –
  1. all amounts then owed by the Purchaser to Bosch in terms of the contract shall become due and payable forthwith;
  2. Bosch may retake possession of any goods in respect of which ownership has not passed;
  3. Bosch shall be entitled to retain all moneys paid by the Purchaser to defray any damage claim it may have.
4. If any amount owed by the Purchaser is not paid on due date or if the Purchaser commits any other breach of the contract, then, without prejudice to any other right Bosch may have –
  1. it may immediately suspend the carrying out of any of its then uncompleted obligations until payment is made;
  2. it may terminate any credit facilities previously granted to the Purchaser;
  3. all amounts then owed by the Purchaser to the seller in terms of the contract or from any other cause whatever shall become due and payable forthwith.
Notices
1. All notices, demands or consents required or permitted under this Agreement shall be in writing and shall be delivered by hand or sent by registered mail to the respective Parties at the addresses set forth above or at such other address as such Party shall specify to the other Party in writing. The aforementioned addressed shall be the domicilium of the Parties for receiving legal notices. Any notice required or permitted to be given by the provisions of this Agreement shall be deemed to have been received on the day it is delivered to that Party by registered mail with acknowledgment of receipt or by any commercial courier providing equivalent acknowledgment of receipt.
2. Notice given, or other documents sent (excluding invoices) in terms of the Agreement, must be in writing and will:
  1. if delivered by hand, be deemed to have been duly delivered on the first business day after the date of delivery;
  2. if posted by prepaid registered post be deemed to have been received by the addressee on the tenth business day following the date of such posting.

Code of Conduct for Business Partners | Bosch Group

Preamble

From its beginnings in 1886 as a Workshop for Precision Mechanics and Electrical Engineering, Bosch has grown to become a leading global supplier of technology and services. Throughout its history, the company has been guided by the values and ethical principles of its founder, Robert Bosch. Adherence to the principle of legality, and acting responsibly and fairly in our business dealings, have always been the cornerstone of our corporate values.

Our products spark enthusiasm in the people who use them and improve their quality of life while at the same time helping to conserve natural resources. This is why we place such importance on sustainability as a key element in our mission statement and our corporate strategy.

Our business partners play a significant role in achieving these goals. We thus regard a common understanding of ethical values and sustainable practices as the essential basis of such relationships. The rules and requirements stated in this Code of Conduct form an important part of every collaboration agreement between Bosch and its business partners.

Principle of strict legality

Bosch strictly respects the principle of legality in all activities of the Group, both implicitly through its actions and explicitly in contractual agreements. These include payment of applicable taxes and customs duties, compliance with competition and antitrust laws, a strict prohibition of corruption and money laundering, application of stateof-the-art technology, procurement of the required official licenses, compliance with export control laws, and respect for the legal rights of third parties. This is coupled with our philosophy of developing and manufacturing products and delivering services that are “Invented for life.”

Consequently, we expect our business partners to act in accordance with the prevailing laws and regulations, to comply with the principles of the United Nations Global Compact and to abide by the rules of the present Code of Conduct as part of their collaboration with Bosch. We furthermore expect them to take steps to ensure that third parties engaged for the purpose of fulfilling contractual obligations towards Bosch also comply with this Code of Conduct.

Fair treatment of employees

Our business partners must observe the fundamental rights of their employees based on the applicable national labor laws. The following rules are aligned with the International Labor Organization’s (ILO), Declaration on Fundamental Principles and Rights at Work.

Human rights

Our business partners respect internationally recognized human rights and actively protect such rights.
Child labor

Our business partners only employ persons who have reached the minimum legal age for work according to the legislation applicable in the country of employment. Moreover, they respect and uphold children’s rights.
Forced labor

Our business partners reject all forms of forced labor and respect the principle of freely chosen employment.
Freedom of association

Our business partners respect freedom of association and the right to form interest groups. They grant their employees the right to articulate their interests within the framework of the labor laws in force in their country.
Equal opportunities

Our business partners do not tolerate discrimination of any kind, may it be based on skin color, ethnic origin, gender, age, nationality, social background, disability, sexual orientation, religious belief, or human ideology.
Fair working conditions

Our business partners pay wages and social benefits equal to or higher than the rates prescribed by national or regional authorities, legal standards, or other labor agreements. The applicable regulations governing working hours and vacation entitlements are observed.
Occupational health and safety

At the minimum, our business partners comply with national standards of workplace safety and hygiene and take appropriate measures to ensure that the relevant occupational health and safety requirements are met, in order to ensure healthy working conditions.

Environmental protection

Our business partners take measures to avoid risks to human life and the environment, limit the environmental impact of their operations, and manage resources responsibly. All processes, operating sites and production resources employed by our business partners must meet the applicable legal requirements and standards concerning fire safety and environmental protection.

Business relations

Avoiding conflicts of interest

Decisions made by our business partners must be based on factual considerations, rather than being improperly influenced by personal interests. If any business partner becomes aware of a potential conflict of Interest, this fact must be communicated to Bosch immediately.

Free competition

Our business partners observe the rules of fair competition, complying with all applicable statutory regulations. Moreover, they refrain from forming cartels or engaging in concerted practices deliberately or incidentally designed to bypass, restrict or distort competition as defined by antitrust laws, or abuse a dominant market position.

Corruption

Our business partners agree to abide by the applicable anti-corruption laws. In particular, they ensure that their employees, subcontractors or representatives do not offer, promise or grant advantages to associates of the Bosch Group with the aim of obtaining a contract or other preferential treatment in the course of business. The same rules apply to agreements with third parties, concluded in connection with a contract with Bosch.

Trade secrets

Our business partners must ensure that confidential company information is kept secret and intellectual property rights are respected. This condition applies beyond the termination of the business relationship. Our business partners furthermore agree to comply with all applicable data protection laws, and limit their use of third-party software (including open-source software and firmware) only within the scope allowed by law and in compliance with the respective license conditions.

Money laundering

Our business partners are required to comply with the legal regulations concerning the prevention of money laundering.

Funding of armed groups

We expect our business partners to desist from all activities that might directly or indirectly contribute to the funding of armed groups. This includes the observance of international treaties and national laws concerning trade in conflict minerals and other natural resources.

Compliance with the Code of Conduct

We expect our business partners to communicate the content of this Code of Conduct to all third parties they engage to fulfil their contractual obligations toward Bosch, to observe its principles when selecting subcontractors, and ensure they comply with its requirements.

Bosch reserves the right to take reasonable steps to verify compliance with the Code of Conduct on the part of its business partners. Bosch will contact the business partner beforehand to agree on the scope, time and place of such controls.

Any breach of this Code of Conduct constitutes a deterioration of the relationship between Bosch and the business partner. Notwithstanding other rights, Bosch reserves the right in such cases to demand clarification of the facts and initiation of countermeasures by the business partner. In the event that the business partner should fail to provide evidence that appropriate corrective action has been initiated within a reasonable timeframe, or if the breach of the Code of Conduct is so severe that Bosch cannot be reasonably expected to continue the business relationship, and notwithstanding other rights, Bosch reserves the right to terminate the relationship without prior notice and rescind any associated contracts or agreements.

Rules of Conduct for Giving and Accepting Gratuities

Preamble

All commercial activities by the Bosch Group, its employees and its customers and/or partners must act in compliance with statutory provisions, the Code of Business Conduct and with further internal corporate Guidelines and Central Instructions governing legality or ethical conduct. No exceptions are allowed even if this serves the purpose of advantageous or expeditious processing of a transaction in the company’s interests. The regulations set forth below govern the uniform binding minimum requirements (“Core Requirements”) for giving and accepting gratuities which must be observed in dealings with third parties and be complied with by all Bosch Group employees and by Bosch’s customers and/or partners. Local law applies in addition to the Core Requirements.
Core Requirements

Gratuities may be given and accepted only if all of the following requirements have been complied with:

a. The gratuity is not being given with the intent to influence measures by a governmental office (see section 3 for more details in this context);

b. The gratuity is not being given with the intent to persuade employees of another company, without the knowledge and consent of the management of such company, to provide in return specific counter-performance that is not owed;

c. The gratuity is reasonable in accordance with the status and living conditions of the recipient of the gratuity and with the cultural norms of the region (see section 4 for more details in this context);

d. The gratuity is not in breach of internal regulations governing the person giving it or of the person receiving it (see section 5 for more details in this context) and

e. The act of giving or receiving the gratuity is correctly documented (see section 6 for more details in this context).
Gratuities to public officials

In the case of gratuities to public officials (employees of governmental offices) and to persons treated as such (in particular employees of enterprises that are under state control and are active in the field of public utilities, for example, electricity, gas and water suppliers, hospitals, cultural centers, refuse collection) it suffices for there to be a reference to the discharge of an official duty without linking it to concrete counter-performance for a gratuity to be inadmissible. So-called facilitation payments to public officials are inadmissible even if they are made to obtain behavior to which the person making the payment is entitled. For this reason gratuities to public officials must be treated extremely restrictively. Gratuities exceeding what is merely a polite gesture (e.g. a snack during a meeting, a low-value advertising gift) are admissible only if accepting such gratuities is typically within the sphere of the public official’s duties (e.g. moderate invitations to public officials with representative functions), if all and any influencing of public office whatsoever is excluded and provided that the internal regulations of the authority are observed (see 5).
Reasonable nature of the gratuity

Gratuities to employees and consultants of companies must be socially adequate in individual cases and in accordance with the recognized cultural norms of the region. The fundamental principle applying is that the more extraordinary the gratuity given is for the recipient thereof, the greater the degree of caution that is required. In this context, particular consideration must be paid to the status of the recipient of the gratuity in the company hierarchy and to his personal circumstances. Refunding travel, accommodation and subsistence costs is usually appropriate only if the amount is commensurate with the level that the recipient of the gratuity is able to expect from his employer. Giving and accepting gifts of money and vouchers is inadmissible in principle irrespective of the concrete reason, the position of the recipient of the gratuity and the amount of payment. As an exception to this rule, there are special circumstances where modest cash gratuities are compulsory due to the social customs of a region (e.g. at weddings and funerals in Asia). Monetary gifts always require the prior approval of the employee’s supervisor. Whilst concrete negotiations are being conducted on important projects and immediately before and after such negotiations, gratuities to employees and consultants of the negotiating partners taking part in the negotiations are forbidden with the exception of polite gestures (e.g. appropriate business meals). Accepting these kinds of gratuities is also not allowed under these circumstances.
Compliance with internal rules of the companies and governmental authorities

Giving and accepting gratuities is permissible only if it does not violate internal rules of the company or governmental authority of the person giving or receiving the gratuity (e.g. code of conduct, ethics guidelines, internal directives). If there are any justified doubts on this and if it is not possible to clarify this, then the person concerned must refrain from giving or accepting the gratuity.
Documenting the gratuity

All gratuities must be documented in writing after such gratuity has been given or received and the documentation must be stored in accordance with the statutory provisions so as to ensure the necessary transparency.

Bosch B2B Portal Nigeria

Terms of Use

Platform Service Conditions (“Terms of Service”)

Schedule 1

Schedule 2