NON-COOP Seller Agreement

ADDENDUM
is entered into this ___ day of ____ 20___
LAZADA E-SERVICES PHILIPPINES INC. a company incorporated pursuant to the Laws of Philippines under registration number Company Registration
Number: CS201203115 and having its registered address at 23 rd Floor, Net Park, BGC, Taguig City, Philippines, represented by Raymond Anthony N.
Alimurung, Chief Executive Officer (hereinafter “Lazada”).
AND
___________________________________ a company incorporated pursuant to the Laws of the Republic of the Philippines under registration number
_______________________________________ and having its registered address at _________________________________________________, represented by
_____________________________, ____________________________. (hereinafter “Seller”).
Lazada and the Seller may be referred to as “Party” individually and as “Parties” collectively, as the context may require.
This ADDENDUM is attached to and forms and integral part of the Seller Agreement between Lazada and the Seller, entered into, dated
_______________. To the extent that any of the terms or conditions contained in this ADDENDUM may contradict or conflict with any of the terms or
conditions of the attached Agreement, it is expressly understood and agreed that the terms of this ADDENDUM shall take precedence and supersedes
the attached Agreement.
It is hereby agreed by both parties:
Section 1. Except for LazMall Programme, all Sellers will no longer be subject to Commission Fee.
Section 2. If applicable and notwithstanding to the existing provisions of the attached Seller Agreement, the Seller may avail and participate on the
following new Marketplace Programme and fulfillment policies, in addition to fulfilment models provided for under the Seller Agreement General Terms
and Conditions:
The LazMall Programme shall comprise:
(a) the addition of a "LazMall" badge on the Seller’s listing of the Seller’s Goods;
(b) the addition of the Seller’s Goods on the LazMall Channel;
(c) a higher search ranking and a higher visibility on the websites operated by Lazada and/or the Lazada mobile app;
(d) access to marketing campaigns which Lazada, its subsidiaries and/or its affiliates may conduct from time to time in their sole and
absolute discretion;
(e) availability of a dedicated "LazMall" customer service team; and/or
(f) Notwithstanding to all provisions regarding return policy of the signed Marketplace Seller Agreement between the Parties, the
return process for all Products under the LazMall Programme shall be governed by the LazMall’s 15-day Return Policy
(https://www.lazada.com.ph/helpcenter/how-can-i-return-my-lazmall-
productph.html?spm=a2o4l.helpcenter.0.0.25e38d0b51Xtjt).
(g) such other benefits as Lazada, its subsidiaries and/or its affiliates may make available from time to time in their sole and absolute
discretion.
Sellers who participate in the LazMall Programme shall be charged the Commission Fee specified by Lazada on Seller Center, or as otherwise
notified by Lazada to Seller. Notwithstanding anything to the contrary in the Marketplace Agreement, Lazada reserves the right to amend
the Commission Fee at any time and with no prior notice to the Seller.
The participation of a Seller in the LazMall Programme is subject to Seller’s compliance with conditions as notified by Lazada to Sellers from
time to time, including without limitation minimum Seller Rating scores. In the event that a Seller fails to comply with any of the conditions as
notified by Lazada, Lazada may, in its sole and absolute discretion, amend, revoke, vary or add any element of the LazMall Programme, or
terminate the Seller’s participation in the LazMall Programme.
Lazada may, in its sole and absolute discretion, amend, revoke, vary or add any element of the LazMall Programme, and without any prior
notice to the Seller.
Section 3. Parties agree that the Table 1 – Commissions, under the Special Terms and Conditions, shall be amended as follows:
Commercial
Category Sub-Category 1 Sub-Category 2 Commission Fee
Category
Electronics Accessories Cameras - 5%
Electronics Accessories Cameras Camera Accessories 5%
Electronics Accessories Cameras Drones 5%
Electronics Accessories Cameras Instant Camera 5%
Electronics Accessories Cameras Lenses 5%

Computers &
Electronics Accessories - 5%
Laptops
Computers &
Electronics Accessories Computer Accessories 5%
Laptops
Computers &
Electronics Accessories Computer Components 5%
Laptops
Computers &
Electronics Accessories Network Components 5%
Laptops
Computers &
Electronics Accessories PC Gaming 5%
Laptops
Computers &
Electronics Accessories Printers & Accessories 5%
Laptops
Computers &
Electronics Accessories Scanners 5%
Laptops
Computers &
Electronics Accessories Software 5%
Laptops
Computers &
Electronics Accessories Storage 5%
Laptops
Electronics Accessories Mobiles & Tablets - 5%
Electronics Accessories Mobiles & Tablets Mobile Accessories 5%
Electronics Accessories Mobiles & Tablets Tablet Accessories 5%

TV, Audio / Video,
Electronics Accessories Gaming & - 5%
Wearables
TV, Audio / Video,
App-enabled
Electronics Accessories Gaming & 5%
Accessories
Wearables
TV, Audio / Video,
Electronics Accessories Gaming & Audio 5%
Wearables
TV, Audio / Video,
Electronics Accessories Gaming & Console Gaming 5%
Wearables
TV, Audio / Video,
Electronics Accessories Gaming & Gadgets 5%
Wearables
TV, Audio / Video,
Electronics Accessories Gaming & TV Accessories 5%
Wearables
TV, Audio / Video,
Electronics Accessories Gaming & Video 5%
Wearables
TV, Audio / Video,
Electronics Accessories Gaming & Wearable Technology 5%
Wearables
TV, Audio / Video,
Electronics Accessories Gaming & (blank) 5%
Wearables
Electronics Cameras Devices Cameras - 5%
Electronics Cameras Devices Cameras Bridge 5%
Electronics Cameras Devices Cameras Car Cameras 5%
Electronics Cameras Devices Cameras DSLR 5%

Gadgets & Other
Electronics Cameras Devices Cameras 5%
Cameras
Electronics Cameras Devices Cameras Instant Camera 5%
Electronics Cameras Devices Cameras Mirrorless 5%
Electronics Cameras Devices Cameras Optics 5%
Electronics Cameras Devices Cameras Point & Shoot 5%

Security Cameras &
Systems
Video & Action
Camcorder
Electronics Cameras Devices Cameras (blank) 5%
Computers & Computers &
Electronics - 5%
Laptops Devices Laptops
Electronics Desktops Computers 3%
Electronics Laptops 3%
Electronics (blank) 5%
Mobiles & Tablets
Electronics Mobiles & Tablets - 5%
Devices
Mobiles & Tablets
Electronics Mobiles & Tablets Landline Phones 5%
Devices
Mobiles & Tablets
Electronics Mobiles & Tablets Mobiles 3%
Devices
Mobiles & Tablets
Electronics Mobiles & Tablets Tablets 5%
Devices
Mobiles & Tablets
Electronics Mobiles & Tablets (blank) 5%
Devices
TV, Audio / Video,
Electronics TVAGW Devices Gaming & - 5%
Wearables
TV, Audio / Video,
Electronics TVAGW Devices Gaming & Audio 5%
Wearables
TV, Audio / Video,
Electronics TVAGW Devices Gaming & Console Gaming 5%
Wearables
TV, Audio / Video,
Electronics TVAGW Devices Gaming & Gadgets 5%
Wearables
TV, Audio / Video,
Electronics TVAGW Devices Gaming & Televisions 3%
Wearables
TV, Audio / Video,
Electronics TVAGW Devices Gaming & Video 5%
Wearables
Fashion Bags & Travel Bags and Travel - 5%
Fashion Bags & Travel Bags and Travel Bags and Travel 5%
Fashion Bags & Travel Bags and Travel Kids Bags 5%
Fashion Bags & Travel Bags and Travel Men Bags 5%
Fashion Bags & Travel Bags and Travel Travel 5%
Fashion Bags & Travel Bags and Travel Unisex Bags 5%
Fashion Bags & Travel Bags and Travel Women Bags 5%
Fashion Bags & Travel Bags and Travel (blank) 5%
Fashion Fashion Fashion - 5%
Fashion Fashion Fashion Boys 5%
Fashion Fashion Fashion Fashion 5%
Fashion Fashion Fashion Girls 5%
Fashion Fashion Fashion Kids Unisex 5%
Fashion Fashion Fashion Men 5%
Fashion Fashion Fashion Unisex 5%
Fashion Fashion Fashion Women 5%
Fashion Fashion Fashion (blank) 5%
Fashion Sports & Outdoors Sports & Outdoors - 5%
Fashion Sports & Outdoors Sports & Outdoors Accessories 5%

Boxing, Martial Arts &
Fashion Sports & Outdoors Sports & Outdoors 5%
MMA
Fashion Sports & Outdoors Sports & Outdoors Exercise & Fitness 5%
Fashion Sports & Outdoors Sports & Outdoors Fan Shop 5%
Fashion Sports & Outdoors Sports & Outdoors Outdoor Recreation 5%
Fashion Sports & Outdoors Sports & Outdoors Racket Sports 5%
Fashion Sports & Outdoors Sports & Outdoors Shoes & Clothing 5%
Fashion Sports & Outdoors Sports & Outdoors Sports & Outdoors 5%
Fashion Sports & Outdoors Sports & Outdoors Team Sports 5%
Fashion Sports & Outdoors Sports & Outdoors Water Sports 5%
Fashion Sports & Outdoors Sports & Outdoors (blank) 5%

Watches Watches
Fashion Sunglasses Sunglasses - 5%
Jewellery Jewellery
Watches Watches
Fashion Sunglasses Sunglasses Eyewear 5%
Jewellery Jewellery
Watches Watches
Fashion Sunglasses Sunglasses Jewellery 5%
Jewellery Jewellery
Watches Watches
Fashion Sunglasses Sunglasses Watches 5%
Jewellery Jewellery
Watches Watches
Fashion Sunglasses Sunglasses (blank) 5%
Jewellery Jewellery
FMCG Groceries Groceries - 5%
FMCG Groceries Groceries Bakery 5%
FMCG Groceries Groceries Baking & Cooking 5%
FMCG Groceries Groceries Beverages 5%
FMCG Groceries Groceries Breakfast 5%
FMCG Groceries Groceries Candy & Chocolate 5%

Canned, Dry &
FMCG Groceries Groceries 5%
Packaged Foods
FMCG Groceries Groceries Dairy & Chilled 5%
FMCG Groceries Groceries Fresh Produce 5%
FMCG Groceries Groceries Frozen 5%
FMCG Groceries Groceries Gourmet Food and Gifts 5%
FMCG Groceries Groceries Laundry & Household 5%
FMCG Groceries Groceries Meat & Seafood 5%
FMCG Groceries Groceries Snacks 5%
FMCG Groceries Groceries Tobacco 5%
FMCG Groceries Groceries Wines, Beers & Spirits 5%
FMCG Groceries Groceries (blank) 5%
FMCG Health & Beauty Health & Beauty - 5%
FMCG Health & Beauty Health & Beauty Bath & Body 5%
FMCG Health & Beauty Health & Beauty Beauty Tools 5%
FMCG Health & Beauty Health & Beauty Food Supplements 5%
FMCG Health & Beauty Health & Beauty Fragrances 5%
FMCG Health & Beauty Health & Beauty Hair Care 5%
FMCG Health & Beauty Health & Beauty Health & Beauty 5%
FMCG Health & Beauty Health & Beauty Makeup 5%
FMCG Health & Beauty Health & Beauty Medical Supplies 5%
FMCG Health & Beauty Health & Beauty Men's Care 5%

Over The Counter
FMCG Health & Beauty Health & Beauty 5%
Medicine
FMCG Health & Beauty Health & Beauty Personal Care 5%
FMCG Health & Beauty Health & Beauty Sexual Wellness 5%
FMCG Health & Beauty Health & Beauty Skin Care 5%
FMCG Health & Beauty Health & Beauty (blank) 5%
FMCG Mother & Baby Mother & Baby - 5%
FMCG Mother & Baby Mother & Baby Baby & Toddler Toys 5%
FMCG Mother & Baby Mother & Baby Baby Gear 5%
FMCG Mother & Baby Mother & Baby Baby Health Care 5%
FMCG Mother & Baby Mother & Baby Baby Personal Care 5%
FMCG Mother & Baby Mother & Baby Baby Safety 5%
FMCG Mother & Baby Mother & Baby Clothing & Accessories 5%
FMCG Mother & Baby Mother & Baby Diapering & Potty 3%
FMCG Mother & Baby Mother & Baby Feeding 3%
FMCG Mother & Baby Mother & Baby Gifts 5%
FMCG Mother & Baby Mother & Baby Maternity Care 5%
FMCG Mother & Baby Mother & Baby Nursery 5%
FMCG Mother & Baby Mother & Baby Pacifiers & Accessories 5%
FMCG Mother & Baby Mother & Baby (blank) 5%
FMCG Pet Supplies Pet Supplies - 5%
FMCG Pet Supplies Pet Supplies Bird 5%
FMCG Pet Supplies Pet Supplies Cat 5%
FMCG Pet Supplies Pet Supplies Dog 5%
FMCG Pet Supplies Pet Supplies Dog & Cat 5%
FMCG Pet Supplies Pet Supplies Fish 5%
FMCG Pet Supplies Pet Supplies Others 5%
FMCG Pet Supplies Pet Supplies Reptile 5%
FMCG Pet Supplies Pet Supplies Small Pet 5%
FMCG Pet Supplies Pet Supplies (blank) 5%
FMCG Toys & Games Toys & Games - 5%

Action Figures &
FMCG Toys & Games Toys & Games 5%
Collectibles
FMCG Toys & Games Toys & Games Arts & Crafts for Kids 5%
FMCG Toys & Games Toys & Games Baby & Toddler Toys 5%
FMCG Toys & Games Toys & Games Ball Pits & Accessories 5%
FMCG Toys & Games Toys & Games Beanbags & Foot Bags 5%
FMCG Toys & Games Toys & Games Blocks & Building Toys 5%
FMCG Toys & Games Toys & Games Dolls & Accessories 5%
FMCG Toys & Games Toys & Games Dress Up & Pretend Play 5%
FMCG Toys & Games Toys & Games Electronic Toys 5%
FMCG Toys & Games Toys & Games Learning & Education 5%
FMCG Toys & Games Toys & Games Learning & Education 5%
FMCG Toys & Games Toys & Games Party Supplies 5%
FMCG Toys & Games Toys & Games Puzzle 5%

Remote Control & Play
FMCG Toys & Games Toys & Games 5%
Vehicles
FMCG Toys & Games Toys & Games Slime & Squishy Toys 5%
FMCG Toys & Games Toys & Games Sports & Outdoor Play 5%
FMCG Toys & Games Toys & Games Stuffed Toys 5%
FMCG Toys & Games Toys & Games Traditional Games 5%
FMCG Toys & Games Toys & Games (blank) 5%

Home Home & Living Bedding & Bath - 5%
Home Home & Living Bedding & Bath Bath 5%
Home Home & Living Bedding & Bath Bedding 5%
Home Home & Living Bedding & Bath (blank) 5%
Home Home & Living Furniture & Décor - 5%
Home Home & Living Furniture & Décor Furniture 5%
Home Home & Living Furniture & Décor Furniture & Décor 5%
Home Home & Living Furniture & Décor Home Décor 5%
Home Home & Living Furniture & Décor Lighting 5%
Home Home & Living Furniture & Décor Storage & Organisation 5%
Home Home & Living Furniture & Décor (blank) 5%
Home Home & Living Home Appliances Home Appliances 5%
Home Home & Living Kitchen & Dining - 5%
Home Home & Living Kitchen & Dining Bakeware 5%
Home Home & Living Kitchen & Dining Coffee & Tea 5%
Home Home & Living Kitchen & Dining Cookware 5%
Home Home & Living Kitchen & Dining Dinnerware 5%
Home Home & Living Kitchen & Dining Drinkware 5%
Home Home & Living Kitchen & Dining Kitchen & Dining 5%
Home Home & Living Kitchen & Dining Kitchen & Table Linen 5%
Kitchen Storage &
Home Home & Living Kitchen & Dining 5%
Accessories
Home Home & Living Kitchen & Dining Kitchen Utensils 5%
Home Home & Living Kitchen & Dining Serveware 5%
Home Home & Living Kitchen & Dining (blank) 5%

Laundry &
Home Home & Living - 5%
Cleaning
Laundry &
Home Home & Living Cleaning 5%
Cleaning
Laundry &
Home Home & Living Laundry 5%
Cleaning
Laundry &
Home Home & Living (blank) 5%
Cleaning
Home Home & Living Stationery & Craft - 5%
Home Home & Living Stationery & Craft Art Supplies 5%
Home Home & Living Stationery & Craft Craft Supplies 5%
Home Home & Living Stationery & Craft Gifts & Wrapping 5%
Home Home & Living Stationery & Craft Packaging & Cartons 5%
Home Home & Living Stationery & Craft Paper Products 5%

School & Office
Home Home & Living Stationery & Craft 5%
Equipment
Home Home & Living Stationery & Craft Sewing 5%
Home Home & Living Stationery & Craft Writing & Correction 5%
Home Home & Living Stationery & Craft (blank) 5%

Tools, DIY &
Home Home & Living - 5%
Outdoor
Tools, DIY &
Home Home & Living Electrical 5%
Outdoor
Tools, DIY &
Home Home & Living Fire Safety 5%
Outdoor
Tools, DIY &
Home Home & Living Fixtures & Plumbing 5%
Outdoor
Tools, DIY &
Home Home & Living Hand Tools 5%
Outdoor
Tools, DIY &
Home Home & Living Hardware 5%
Outdoor
Tools, DIY &
Home Home & Living Ladders & Workbenches 5%
Outdoor
Tools, DIY &
Home Home & Living Lawn & Garden 5%
Outdoor
Tools, DIY &
Home Home & Living Measuring & Levelling 5%
Outdoor
Tools, DIY &
Home Home & Living Outdoor 5%
Outdoor
Tools, DIY &
Home Home & Living Painting & Decorating 5%
Outdoor
Tools, DIY &
Home Home & Living Power Tools 5%
Outdoor
Tools, DIY & Protective Clothing &
Home Home & Living 5%
Outdoor Equipment
Tools, DIY &
Home Home & Living Security 5%
Outdoor
Tools, DIY &
Home Home & Living Tool Storage & Shelving 5%
Outdoor
Tools, DIY &
Home Home & Living Tools, DIY & Outdoor 5%
Outdoor
Tools, DIY &
Home Home & Living Work Lights 5%
Outdoor
Tools, DIY &
Home Home & Living (blank) 5%
Outdoor
Home Home Appliances Home Appliances - 3%
Appliances Parts &
Home Home Appliances Home Appliances 5%
Accessories
Home Home Appliances Home Appliances Cooling & Heating 3%
Irons & Garment
Steamers
Home Home Appliances Home Appliances Kitchen Appliances 3%
Home Home Appliances Home Appliances Sewing Machines 3%

Small Kitchen
Appliances
Home Home Appliances Home Appliances Vacuums & Floor Care 3%
Home Home Appliances Home Appliances Washers & Dryers 3%
Home Home Appliances Home Appliances (blank) 3%
Motors Automotive Motors - 5%
Motors Automotive Motors Automotive 5%
Motors Automotive Motors (blank) 5%
Motors Business Services Motors - 5%
Motors Business Services Motors Service & Installations 5%
Motors Business Services Motors (blank) 5%
Motors Motorcycle Motors - 5%
Motors Motorcycle Motors Motorcycle 5%
Motors Motorcycle Motors (blank) 5%
Others Digital Digital Goods - 5%

Digital Games and
Others Digital Digital Goods 5%
Software
Others Digital Digital Goods Digital Vouchers 5%
Others Digital Digital Goods Financial Services 5%
Others Digital Digital Goods Home Services 5%
Others Digital Digital Goods Lazada Gift Cards 5%
Others Digital Digital Goods Mobile Top-ups 5%
Others Digital Digital Goods Seller Services 5%

Others Digital Digital Goods Subscriptions 5%
Others Digital Digital Goods (blank) 5%
Others Digital Mobile Topups - 5%
Others Digital Mobile Topups Topup 5%
Others Digital Mobile Topups (blank) 5%

Media, Music & Media, Music &
Others - 5%
Books Books
Others Books 5%
Books Books
Others eBooks 5%
Books Books
Others Magazines 5%
Books Books
Others Movies 5%
Books Books
Others Music 5%
Books Books
Others Musical Instruments 5%
Books Books
Others TV Series 5%
Books Books
Others (blank) 5%
Books Books
NOTES:
• Above Commission rate card is applicable ONLY for LazMall Sellers.

• Non-LazMall Sellers are now entitled to “0% Commission” Policy.
Section 4. Parties agree that the Tables 2 and 3, under Special Terms and Conditions (STC) shall be amended as follows:
SHIPPING FEES
Origin: GMA Destination

Weight (kg) GMA Luzon Metro-Visayas Visayas Metro- Mindanao Out of
Mindanao Delivery Zone
0.1 to 0.5 50.00 50.00 97.00 121.00 97.00 136.00 282.00
0.6 to 1.0 50.00 50.00 108.00 133.00 108.00 148.00 282.00
1.1 to 2.0 50.00 50.00 138.00 167.00 144.00 186.00 402.00
2.1 to 3.0 50.00 50.00 169.00 184.00 181.00 198.00 533.00
3.1 to 4.0 50.00 50.00 199.00 217.00 218.00 233.00 651.00
4.1 to 5.0 50.00 50.00 231.00 253.00 255.00 271.00 769.00
5.1 to 10 155.00 256.00 309.00 355.00 356.00 382.00 1,075.00
10.1 to 20 254.00 447.00 516.00 592.00 587.00 648.00 1,345.00
20.01 to 50 10.00 22.00 39.00 55.00 36.00 53.00 216.00
Above 50 560.00 1,120.00 1,680.00 2,240.00 1,680.00 2,240.00 7,840.00
Origin: LUZON Destination

0.1 to 0.5 90.00 90.00 97.00 125.00 97.00 143.00 282.00
0.6 to 1.0 90.00 90.00 108.00 138.00 108.00 156.00 282.00
1.1 to 2.0 90.00 90.00 138.00 170.00 144.00 192.00 402.00

2.1 to 3.0 90.00 90.00 169.00 188.00 181.00 209.00 533.00
3.1 to 4.0 112.00 112.00 199.00 223.00 218.00 249.00 651.00
4.1 to 5.0 112.00 112.00 231.00 256.00 255.00 287.00 769.00
5.1 to 10 256.00 291.00 309.00 360.00 356.00 408.00 1,075.00
10.1 to 20 447.00 489.00 516.00 631.00 587.00 670.00 1,345.00
20.1 to 50 15.00 21.00 39.00 54.00 36.00 52.00 216.00
Above 50 896.00 1,120.00 1,680.00 2,240.00 1,680.00 2,240.00 7,840.00
Origin: VISAYAS Destination

0.1 to 0.5 110.00 114.00 100.00 100.00 130.00 130.00 282.00
0.6 to 1.0 121.00 125.00 112.00 112.00 141.00 141.00 282.00
1.1 to 2.0 151.00 155.00 132.00 132.00 174.00 174.00 402.00
2.1 to 3.0 167.00 171.00 151.00 151.00 190.00 190.00 533.00
3.1 to 4.0 197.00 203.00 170.00 170.00 226.00 226.00 651.00
4.1 to 5.0 230.00 233.00 199.00 199.00 261.00 261.00 769.00
5.1 to 10 323.00 327.00 264.00 264.00 371.00 371.00 1,075.00
10.1 to 20 539.00 573.00 445.00 445.00 609.00 609.00 1,345.00
20.1 to 50 12.00 18.00 23.00 41.00 36.00 54.00 216.00
Above 50 896.00 1,120.00 1,120.00 1,680.00 1,680.00 2,240.00 7,840.00
Origin: MINDANAO Destination

0.1 to 0.5 123.00 130.00 130.00 130.00 100.00 100.00 282.00
0.6 to 1.0 134.00 141.00 141.00 141.00 112.00 112.00 282.00
1.1 to 2.0 169.00 174.00 174.00 174.00 132.00 132.00 402.00
2.1 to 3.0 180.00 190.00 190.00 190.00 151.00 151.00 533.00
3.1 to 4.0 212.00 226.00 226.00 226.00 170.00 170.00 651.00
4.1 to 5.0 246.00 261.00 261.00 261.00 199.00 199.00 769.00
5.1 to 10 347.00 371.00 371.00 371.00 264.00 264.00 1,075.00
10.1 to 20 589.00 609.00 609.00 609.00 445.00 445.00 1,345.00
20.1 to 50 10.00 17.00 36.00 54.00 23.00 41.00 216.00
Above 50 896.00 1,120.00 1,680.00 2,240.00 1,120.00 1,680.00 7,840.00

Origin: OUT OF Destination
DEILVERY ZONE
0.1 to 0.5 281.00 281.00 281.00 281.00 281.00 281.00 281.00
0.6 to 1.0 282.00 282.00 282.00 282.00 282.00 282.00 282.00
1.1 to 2.0 402.00 402.00 402.00 402.00 402.00 402.00 402.00
2.1 to 3.0 533.00 533.00 533.00 533.00 533.00 533.00 533.00
3.1 to 4.0 651.00 651.00 651.00 651.00 651.00 651.00 651.00
4.1 to 5.0 769.00 769.00 769.00 769.00 769.00 769.00 769.00
5.1 to 10 1,075.00 1,075.00 1,075.00 1,075.00 1,075.00 1,075.00 1,075.00
10.1 to 20 1,345.00 1,345.00 1,345.00 1,345.00 1,345.00 1,345.00 1,345.00
20.1 to 50 216.00 216.00 216.00 216.00 216.00 216.00 216.00
Above 50. 7,840.00 7,840.00 7,840.00 7,840.00 7,840.00 7,840.00 7,840.00
NOTES:
• All aforementioned fees are VAT inclusive.

• Currency in use for said fees is Philippine Peso (PhP).
• Notwithstanding to all fulfilment related provisions of the Seller Agreement, the Seller has the discretion to whether or not pass on the
Shipping Fees to the Customers.
Section 5. Parties agree that the Table 4 – Fulfilment Fees – Fulfilment By Lazada (FBL), under Special Terms and Conditions (STC) shall be amended as
follows:
Fulfilment by Lazada (FBL)**
Shipping and other services related to the physical fulfilment of orders in Fulfilment by Lazada as Fulfilment Model, if any, are specified by the Parties
in the following.
Express Shipping
Weight (Kg) GMA LUZON VISAYAS METRO- Express Shipping Areas:

MINDANAO
0.1 to 0.5 76.00 76.00 85.00 85.00

Makati, Taguig, Pasay, Calamba, Sta. Rosa, Binan, Paranaque, Cabuyao,
0.6 to 1.0 76.00 76.00 85.00 85.00 Las Pinas, Muntinlupa, San Pedro and Carmona.
1.1 to 2.0 76.00 76.00 85.00 85.00
2.1 to 3.0 76.00 76.00 85.00 85.00
Destination
(Standard)
0.1 to 0.5 45.00 45.00 76.00 100.00 76.00 114.00 265.00
0.6 to 1.0 45.00 45.00 86.00 112.00 86.00 127.00 265.00
1.1 to 2.0 45.00 45.00 116.00 146.00 130.00 165.00 385.00
2.1 to 3.0 45.00 45.00 148.00 162.00 160.12 177.00 516.00
3.1 to 4.0 45.00 45.00 178.00 196.00 197.00 212.00 634.00

4.1 to 5.0 45.00 45.00 209.00 232.00 234.00 250.00 753.00
5.1 to 10 138.00 243.30 288.00 334.00 335.00 361.00 1,058.00
10.1 to 20 237.00 426.00 495.00 571.00 566.00 623.00 1185.71
20.01 to 50 9.00 19.00 36.00 52.00 33.00 50 1,328.00
Above 50 504.00 1,008.00 1,568.00 2,128.00 1,568.00 2,128.00 7,728.00
NOTES:
• All aforementioned fees are VAT inclusive.

• Notwithstanding to all fulfilment related provisions of the Seller Agreement, the Seller has now the discretion to whether or not pass on the
Shipping Fees to the Customers.
STORAGE FEES
Classification Quantity Fees Remarks
Longest side below 25cm (and weight

Small Per item 16.80
<15kg)
Includes warehouse
Longest side between below 50cm (and operations (inbounding,
Standard Per item 33.60
weight <15kg) picking, packing) standard
packaging material, storage
Longest side between 50cm and 105cm (<60 days) and customer
Large Per item 100.80
(and weight <15kg) returns
Bulky Per item 291.20 Longest side over 105cm, or weight >15kg
Optional Fees
Classification Quantity Fees Remarks
Includes any preparation work required, such as re-packing or physical

Kitting Per item 5.60
bundling
Long Term
Per cubic
Storage (>60 884.80 Charged for items that in the warehouse since more than sixty (60) days
per month
days)
Rates communicated separately

Pick-up Fee Charge for Lazada to pick-up items at your location
(where pick-up is available)
NOTES:
• Storage is free for items staying less than sixty (60) days in the warehouse.
• Long-term storage also applies to damaged and/or defective items.
• Kitting applies for any preparation work needed on your items (ex: re-packing, protecting them plastic film/bags, or physical bundles).
• Re-packing shall be done when during inbounding procedure, the products arrive without packaging or if the original packaging is
insufficient of quality to preserve the integrity of the product.
• Above rates are VAT inclusive.
• Above rates does not include Shipping Fees.
Section 6. Parties agree that the Part D. Special Conditions, Special Terms and Conditions (STC), shall be amended as follows:
Default Fees, Performance Bond and other monetary penalties under the Seller Agreement are waived.
IN WITNESS WHEREOF, the Parties hereby agree to all the terms and conditions set forth on the succeeding pages of this Addendum as of the date first
above written.
LAZADA E-SERVICES PHILIPPINES, INC. _________________________________
RAYMOND ANTHONY N. ALIMURUNG __________________________________

Chief Executive Officer __________________________________
SELLER AGREEMENT
is entered into this ____ day of _____, ________
BETWEEN
LAZADA E-SERVICES PHILIPPINES INC. a company incorporated pursuant to the Laws of Philippines under registration number Company Registration
Number: CS201203115 and having its registered address at 23rd Floor, Net Park Bldg., 5th Avenue, Bonifacio Global City, Taguig City 1634, Philippines
represented by Raymond Anthony N. Alimurung, Chief Executive Officer (hereinafter “Lazada”).
AND
________(Legal Entity Name)_______ an entity duly incorporated and/or registered pursuant to the laws of the Republic of the Philippines and having
its registered address at _______________________(Address)_____________________________________________________________
________________________________, represented by its duly authorized representative ________________(Full Name)________________, hereinafter referred
to as “Seller”.
Lazada and the Seller may be referred to as “Party” individually and as “Parties” collectively, as the context may require.
This Seller Agreement may be referred to as “Marketplace Agreement” or “Agreement”, comprising the Special Terms and Conditions (STC), General
Terms and Conditions (GTC) and Annex 1 - Packaging Guidelines.
The digital signatures herein indicate each party’s express intention to be bound by the terms of the Seller Agreement- the Special Terms and Conditions
(STC), General Terms and Conditions (GTC) and Annex 1-Packaging Guidelines.
IN WITNESS WHEREOF, the Parties hereby agree to all the terms and conditions set forth on the succeeding pages of this Agreement as of the date first
above written.
SELLER AGREEMENT
SPECIAL TERMS AND CONDITIONS
The following Special Conditions shall supplement the General Terms and Conditions. Whenever there is a conflict, the provisions herein shall prevail
over those in the General Terms and Conditions.
A. DEFINITIONS
Words and expressions used in the Special Conditions and the General Terms and Conditions shall have the following meaning:
(a) Additional Fees: Fees charged to the Seller which is inclusive of Payment Fees and valuation fees as stipulated in the Special Terms and
Conditions
(b) Bulky Fee: fee paid by the Customers for orders above thirty (30) kg.
(c) Commission: remuneration for the Services, calculated on the basis of a percentage of the Listing Price of the Good or Goods of a fulfilled
Customer Agreement (with Order status “delivered” in the IT tool provided by Lazada), including any shipping amount and/or Bulky Fee paid by
the Customer, all these and any other taxes and fees applicable by law. Coupons and Discount cards shall not be considered in the Commission
calculation. The percentage amounts to a specific coefficient set by Lazada, depending on the Goods Categories. The Commission is calculated
in local currency, inclusive of 12% VAT.
(d) Content Material: accurate and complete product information, text, images, and any other Goods-related information, in accordance with
applicable Goods Category specific requirements set by Lazada, in the format and schedule required by Lazada.
(e) Customer Agreement: the agreement between the Seller and the Customer concerning the supply of the Goods, which is the scope of the Order.
The Customer Agreement shall be consummated upon receipt by Lazada of a receipt signed by the Customer by way of acceptance, or any
other way, as may defined by Lazada, in its sole discretion. In such a case, the status of the Order will change to “delivered” in the IT tool provided
by Lazada.
(f) Customer: a third party who purchases Goods on the Platform.
(g) Default Fee: the fee Lazada charges to the Seller for violations of specific provisions of the Seller Agreement, for violation of applicable laws,
ordinances and regulations, and/or violations of the Seller Agreement in general, as stipulated in the Special Terms and Conditions.
(h) Goods: the products and /or services (including any instalment of the products and/or services or any parts for them) which the Seller intends to
list and sell to Customers on and through the Platform.
(i) Goods Category: one of the categories and subcategories of products listed on the Platform. Product categories include but are not limited to:
(1) Automotive; (2) Cameras; (3) Computers & Laptops; (4) Consumer Electronics; (5) Fashion; (6) Groceries; (7) Health & Beauty; (8) Home &
Living; (9) Home Appliances; (10) Lifestyle; (11) Media, Games & Music; (12) Mobiles & Tablets; (13) Sports & Outdoors; (14) Toys, Kids & Babies;
(15) Travel & Luggage; (16) Vouchers and Services; and (17) Watches.
(j) Inbounding Fee: fee charged to the Seller for the inbounding of the Goods at the Lazada appointed location.
(k) In Writing: (i) certified mail with acknowledgment of receipt; (ii) mail delivered in person or transmitted by facsimile or facsimile "answer-back"
print-outs; or (iii) certified electronic mail to the addresses: ______________Email________________
(l) Listing Price: listing price of the Goods on the Platform (i.e., total price including any applicable tax by Law).
(m) Order: the order for the sale of Goods to a Customer through the Platform.
(n) Packaging guidelines: the guidelines for the packaging of the Goods sold on the Platform, attached as Annex 1, which may be changed from
time to time by Lazada, as the circumstances shall require.
(o) Payment Fee: a fee, calculated on the basis of a percentage of the Listing Price of a Product, as payment for services such as payment
processing and/or fee for the cash on delivery service provided by Lazada
(p) Pick-up fees: the fees Lazada will charge to the Seller for the pick-up of the products or goods
(q) Platform: the website www.lazada.com.ph and/or any other internet domain property of Lazada or any of its affiliates.
(r) Price: fixed remuneration of Lazada’s Services as agreed by the Parties in the Special Terms and Conditions, depending on the nature of the
Services. The Price is specified in local currency and net of all taxes and fees applicable by law.
(s) Seller: ________________Legal Entity Name_______________________________, the person/entity using the Platform for the sale of Goods.
(t) Seller Agreement: the agreement between the Parties comprising the Special and General Terms and Conditions.
(u) Additional Service Fee: the fee Lazada will invoice to the Seller for Additional Services provided, such as storage and handling services.
(v) Services: the service, provided by Lazada to the Seller, which includes the listing and selling the Goods on and through the Platform, collecting,
reconciling and executing all Transactions as payment processing agent for the Seller, delivery coordination, and other related customer services,
and/or Order fulfilment services provided by Lazada to the Seller, excepting Additional Services.
(w) Service Fee: The fee Lazada will invoice to the Seller for the services provided.
(x) Fulfilment fee: fee chargeable for the delivery of Seller’s Good/s charged on a per item level basis.
(y) SKU: Stock Keeping Unit, unique identifier that refers to particular Goods among the Goods available for purchase on the Platform.
(z) Special Conditions: the special conditions of the Seller Agreement as provided in this document.
(aa) Storage Fee: the fee Lazada will invoice to the Seller for the Services provided for storage under Fulfilment by Lazada (FBL), expressed as a Price
and/or Commission.
(bb) Terms and Conditions or Terms: the General Terms and Conditions of Lazada’s Seller Agreement attached to this Special Conditions.
(cc) Transactions: payments, Service Fees, disbursements, refunds, Commissions, Service Fees, Additional Service Fees, Default Fees, penalties,
adjustments and other transactions related to the execution of the Seller Agreement and Customer Agreement.
B. SUBJECT OF THE AGREEMENT
1. Services
1.1 The Parties agree on the supply of the Services by Lazada to the Seller. This supply will be carried out in compliance with the Terms and Conditions
as follows:
TYPE OF SERVICE INCLUSIONS:
a. GENERAL SERVICES 1. Listing and publishing of Content
Materials;
2. Customer Service;
3. Order Verification;
4. Order Fulfilment (Subject to the
specific Fulfilment model)
5. Management of returns, cancellations
and failed deliveries; and
6. Collecting, reconciling and executing
all Transactions related to Orders.
b. ADDITIONAL SERVICES 1. Storage Fee
2. Handling Fee
c. MARKETING SERVICES 1. SIS (Shop-in-Shop)
(Sales Traffic Activities) 2. SEM (Search Engine Marketing)
3. Social Media Sales Traffic Activities
• General Services shall be supplied by Lazada to the Seller only for the listed Goods Categories in Table 1
• Additional Services shall be applied only for FBL. Rates and details are stated in Table 3-4.
• Sales Traffic Activities are considered part of the Services of Lazada to the Seller, subject to separate agreement between Parties.
2. Duties of the Parties

2.1. Lazada shall provide the Seller with the Services, taking into account the specific duties resulting from the agreed order of fulfilment.
2.2. In exchange of the execution of its duty, Lazada shall receive Fees, as specified in Tables 1-5.
C. TERMS AND CONDITIONS
3. Terms and Conditions
3.1 In the event of conflict, the Special Terms and Conditions and the General Terms and Conditions will prevail in that order. The Seller Agreement
will prevail over any other agreement, terms or conditions regarding the subject matter, and to the exclusion of all other terms submitted,
proposed or stipulated by Seller (including any terms or conditions which Seller purports to apply under any purchase order, confirmation order,
specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with
the Goods or Products, will form part of the Seller Agreement. The actual or future invalidity or ineffectiveness of any provision hereof will not
affect the validity or effectiveness of the whole document.
D. SPECIAL CONDITIONS
4. The following special conditions shall apply to the Seller Agreement

4.1. In relation to Article 17.4 of the General Terms and Conditions (GTC), the agreed amount of performance bond by the Parties is Fifty Thousand
Pesos (P50,000.00), exclusive of 12% VAT.
4.2. The above stated amount shall be subject to change from time to time by Lazada.
5. Term
5.1 This Agreement shall come into force on the date hereof and shall continue in force unless otherwise terminated in accordance with the Terms
and Conditions until one (1) year past date hereof, after which it shall continue automatically indefinitely unless or until terminated by either Party
in accordance with the provisions of the General Terms and Conditions.
TABLE 1. – Commissions and Additional Fees
Category Subcategory Type Commission Commission Additional Additional

(Inclusive of Fees Fees
12% VAT ) (Inclusive of
12% VAT)
Automotive and Automotive Lifestyle 5.40% 6.05% 1.50% 1.68%
Gadgets Gadgets Lifestyle 5.40% 6.05% 1.50% 1.68%
Accessories Electronics 6.30% 7.06% 1.50% 1.68%
Accessories (Flashes, Lenses and
Electronics 1.80% 2.02% 1.50% 1.68%
Memory Cards)
Cameras Bridge (and advanced point and
shoot),DSLR/SLR, Mirrorless, Point
Electronics 1.80% 2.02% 1.50% 1.68%
and Shoot, Point and Shoot (Plain
Digital),
Camcorder and Instant Camera Electronics 4.50% 5.04% 1.50% 1.68%
Gadgets & Other Cameras Electronics 8.90% 9.97% 1.50% 1.68%
Computer Components, Desktop
Computers, Laptops, Printers and Electronics 1.80% 2.02% 1.50% 1.68%
Ink, Scanners and Storage
Computer Accessories (Monitors) Electronics 3.60% 4.03% 1.50% 1.68%
Computer Accessories (PC
Electronics 2.70% 3.02% 1.50% 1.68%
Speakers/Gaming Headsets)
Computers & Laptops Computer Accessories Electronics 5.40% 6.05% 1.50% 1.68%
Computer Components, Desktop
Computers, Laptops, Printers and Electronics 1.80% 2.07% 1.50% 1.68%
Ink, Scanners and Storage
Network Components Electronics 3.60% 4.03% 1.50% 1.68%
Projectors Electronics 2.70% 3.02% 1.50% 1.68%
Software Electronics 3.60% 4.03% 1.50% 1.68%
Pen drives Electronics 2.70% 3.02% 1.50% 1.68%
Television Electronics 1.80% 2.02% 1.50% 1.68%
Video, Audio, Home Audio &
Consumer Electronics Electronics 2.70% 3.02% 1.50% 1.68%
Theater
Gaming (Gaming Consoles) Electronics 1.80% 2.02% 1.50% 1.68%
Gaming (Gaming Accessories) Electronics 8.90% 9.97% 1.50% 1.68%
Gaming (Games) Electronics 2.70% 3.02% 1.50% 1.68%
Gadgets Electronics 4.50% 5.04% 1.50% 1.68%
CE Accessories Electronics 8.90% 9.97% 1.50% 1.68%
Fashion and Kids, Men, Women and Shop the
Fashion 8.00% 8.96% 1.50% 1.68%
Accessories Style
Food, Beverages, and other
Groceries Groceries 3.00% 3.36% 1.50% 1.68%
grocery items
Bath and Body, Beauty
Accessories, Face, Food
Supplements and Weight
Management, Fragrances, Gift
Health & Beauty Sets, Hair Care, Health and Lifestyle 6.70% 1.50% 1.68%
Personal Care, Luxury Beauty,
Make-up, Medical Equipment, 7.50%
Men’s Care, Personal Pleasure
and Shapewear
Bath, Bedding, Furniture, Home
Décor, Home Improvement,
Kitchen and Dining, Lighting,
Home & Living Lifestyle 8.90% 9.97% 1.50% 1.68%
Outdoor and Garden, Pets,
Seasonal, Stationery and Storage
Organisation
Cool and Heating Electronics 2.70% 3.02% 1.50% 1.68%
Small Kitchen Appliances,
Home Appliances Garment and Care, Electronics 5.40% 6.05% 1.50% 1.68%
Housekeeping
Large Appliances Electronics 2.70% 3.02% 1.50% 1.68%
Books, eBooks, Games, Gaming,
Media, Games &
Magazines, Movies, Music, Musical Lifestyle 5.40% 1.50% 1.68%
Music 6.05%
Instruments and T.V. Series
Mobiles, Tablets and Mobile
Electronics 1.80% 2.02% 1.50% 1.68%
Mobiles & Tablets Broadband
Landline Phones, Batteries and
Electronics 5.40% 6.05% 1.50% 1.68%
chargers
Mobile accessories, Tablet
Electronics 8.90% 9.97% 1.50% 1.68%
accessories
Mobile Accessories (Cables) Electronics 2.70% 3.02% 1.50% 1.68%
Pre-paid cards Electronics 2.70% 3.02% 1.50% 1.68%
Accessories, Crafts, Fan Shop,
Food Supplements and Weight
Lifestyle 5.40% 6.05% 1.50% 1.68%
Management, Games, Helmets
and Protection, Individual Sports
Outdoor and Adventure Lifestyle 5.40% 6.05% 1.50% 1.68%
Sports & Outdoors Outdoor and Adventure (Triathlon
Lifestyle 8.00% 8.96% 1.50% 1.68%
and Water Sports)
Shoes and Clothing, Sports
Watches and Sunglasses, Sports
Lifestyle 8.00% 8.96% 1.50% 1.68%
Bags, Team Sports and Yoga &
Fitness
Babies (Baby Clothing) Lifestyle 8.00% 8.96% 1.50% 1.68%
Babies (Baby Gear, Health &
Safety, Bathing & Grooming, Gifts, Lifestyle 5.40% 6.05% 1.50% 1.68%
Toys & Babies Maternity Care, Nursery)
Babies (Diapers & Potties and
Lifestyle 2.70% 3.02% 1.50% 1.68%
Feeding & Nursing)
Kids (Growth Milk Formula) Lifestyle 2.70% 3.02% 1.50% 1.68%
Kids (Accessories, Bags and
Lifestyle 8.00% 8.96% 1.50% 1.68%
Clothing)
Toys Lifestyle 5.40% 6.05% 1.50% 1.68%
Toys, Kids & Babies Kids Lifestyle 2.70% 3.02% 1.50% 1.68%
Travel, Luggage & Bags and Backpacks, Luggage
Lifestyle 8.00% 8.96% 1.50% 1.68%
Bags and Travel Accessories
Vouchers
Vouchers and Spa Services, Salon Services, and
and 10.00% 11.20% 1.50% 1.68%
Services other Services
Services
Watches Kids, Men and Women Fashion 8.00% 8.96% 1.50% 1.68%
• Charges and Payment fees are included under “Additional Fees”

• “Additional Fees” are computed as % of customer paid price.
TABLE 2.-Fulfilment Fees – Drop-Shipping
Shipping and other services related to the physical fulfilment of orders in Drop-Shipping as Fulfilment Model (as specified in Article 10 of the GTC), if
any, are specified by the Parties in the following Table 2.
DIM weight of package Charge for all serviceable Charge for all Storage fee Inbounding
(kgs)* areas serviceable areas fee
(GMA, Luzon, Mindanao, (GMA, Luzon,
Visayas) Mindanao, Visayas)
Inclusive of 12% VAT
0.5 P 59.00 P 66.08 0 0
1 P 70.00 P 78.40 0 0
2 P 100.00 P 112.00 0 0
3 P 125.00 P140.00 0 0
4 P 150.00 P 168.00 0 0
5 P 175.00 P 196.00 0 0
6 P 195.00 P 218.40 0 0
7 P 215.00 P 240.80 0 0
8 P 235.00 P 263.20 0 0
9 P 255.00 P 285.60 0 0
10 P 275.00 P 308.00 0 0
11 P 285.00 P 319.20 0 0
12 P 295.00 P 330.40 0 0
13 P 305.00 P 341.60 0 0
14 P 315.00 P 352.80 0 0
15 P 325.00 P 364.00 0 0
16 P 335.00 P 375.20 0 0
17 P 345.00 P 386.40 0 0
18 P 355.00 P 397.60 0 0
19 P 365.00 P 408.80 0 0
20 P 375.00 P 420.00 0 0
21 P 385.00 P 431.20 0 0
22 P 395.00 P 442.40 0 0
23 P 405.00 P 453.60 0 0
24 P 415.00 P 464.80 0 0
25 P 425.00 P 476.00 0 0
26 P 435.00 P 487.20 0 0
27 P 445.00 P 498.40 0 0
28 P 455.00 P 509.60 0 0
29 P 465.00 P 520.80 0 0
30 P 475.00 P 532.00 0 0
>31 P 500.00 P 560.00 0 0
* DIM weight is calculated as length, height and width of package in centimetres multiplied with each other and then divided by 3500, if the result is lower than
the actual weight of the package in kilogram (kg), the actual weight is used as DIM weight. DIM weight is always rounded up to the next kg.
If the value of the order is below one thousand pesos (Php 1,000.00), and the order is fulfilled through drop-shipping, Lazada shall subsidize the
amount of twenty pesos (Php 20.00), exclusive of Value Added Tax (VAT) in favour of the Seller for the fulfilment fee charged to the Seller under the
above Table 2 of the Seller Agreement Special Terms and Conditions. For the avoidance of doubt, the subsidy provided for under this paragraph will
be given to the Seller regardless if the customer pays for a shipping fee for the order on the platform.
If an order fulfilled through drop-shipping originates from Cebu, Lazada will apply an additional charge of fifty pesos (Php 50.00), exclusive of Value
Added Tax, on top of the applicable fulfilment fees charged to the Seller under the above Table of the Seller Agreement Special Terms and
Conditions.
TABLE 3.-Fulfilment Fees – Cross-Docking
Shipping and other services related to the physical fulfilment of orders in Cross-Docking as Fulfilment Model (as specified in Article 11 of the GTC), if
any, are specified by the Parties in the following Table 3.
Charge for all

Charge for all serviceable
serviceable areas
areas Inbounding
DIM weight* (GMA, Luzon, Storage fee
(GMA, Luzon, Mindanao, fee
Mindanao, Visayas)
Visayas)
<=1kg/small pouch P95.00 P106.40 0 0
2 kg P120.00 P134.40 0 0
3 kg/big pouch P145.00 P162.40 0 0
4 kg P170.00 P190.40 0 0
5 kg P195.00 P218.40 0 0
6 kg P215.00 P240.80 0 0
7 kg P235.00 P263.20 0 0
8 kg P255.00 P285.60 0 0
9 kg P275.00 P308.00 0 0
10 kg P295.00 P330.40 0 0
11 kg P305.00 P341.60 0 0
12 kg P315.00 P352.80 0 0
13 kg P325.00 P364.00 0 0
14 kg P335.00 P375.20 0 0
15 kg P345.00 P386.40 0 0
16 kg P355.00 P397.60 0 0
17 kg P365.00 P408.80 0 0
18 kg P375.00 P420.00 0 0
19 kg P385.00 P431.20 0 0
20 kg P395.00 P442.40 0 0
21 kg P405.00 P453.60 0 0
22 kg P415.00 P464.80 0 0
23 kg P425.00 P476.00 0 0
24 kg P435.00 P487.20 0 0
25 kg P445.00 P498.40 0 0
26 kg P455.00 P509.60 0 0
27 kg P465.00 P520.80 0 0
28 kg P475.00 P532.00 0 0
29 kg P485.00 P543.20 0 0
30 kg P495.00 P554.40 0 0
more than 30kg P520.00 flat P582.40 0 0
* DIM weight is calculated as length, height and width of package in centimetres multiplied with each other and then divided by 3500, if the result is lower than
the actual weight of the package in kilogram (kg) the actual weight is used as DIM weigh. DIM weight is always rounded up to the next kg.
TABLE 4.- Fulfilment Fees- Fulfilment by Lazada**
Shipping and other services related to the physical fulfilment of orders in Fulfilment by Lazada as Fulfilment Model (as specified in Article 12
of the GTC), if any, are specified by the Parties in the following Table 4.
Charge for all

Charge for all serviceable
serviceable areas
DIM weight of the areas
(GMA, Luzon,
item/good* (GMA, Luzon, Mindanao,
Mindanao, Visayas)
Visayas)
.5 kgs P 52.00 P 58.24
1 kg P 65.00 P 72.80
2 kgs P95.00 P106.40
3 kgs P135.00 P 151.20
4 kgs P160.00 P 179.20
5 kgs P185.00 P 207.20
6 kgs P210.00 P 235.20
7 kgs P230.00 P 257.60
8 kgs P250.00 P 280.00
9 kgs P270.00 P 302.40
10 kgs P290.00 P 324.80
11 kgs P315.00 P 352.80
12 kgs P335.00 P 375.20
13 kgs P355.00 P 397.60
14 kgs P375.00 P 420.00
15 kgs P395.00 P 442.40
16 kgs P415.00 P 464.80
17 kgs P435.00 P 487.20
18 kgs P455.00 P 509.60
19 kgs P475.00 P 532.00
20 kgs P495.00 P 554.40
21 kgs P515.00 P 576.80
22 kgs P535.00 P 599.20
23 kgs P555.00 P 621.60
24 kgs P575.00 P 644.00
25 kgs P595.00 P 666.40
26 kgs P615.00 P 688.80
27 kgs P635.00 P 711.20
28 kgs P655.00 P 733.60
29 kgs P675.00 P 756.00
>30 kgs P700.00 P 784.00
* DIM weight is calculated as length, height and width of package in centimetres multiplied with each other and then
divided by 3500, if the result is lower than the actual weight of the package in kilogram (kg), the actual weight is used as
DIM weight. DIM weight is always rounded up to the next kg.
**FBL Fulfillment Fees are calculated or charged on a per item basis and the fees are already inclusive of storage fees,
fulfilment fees, and inbounding fees.
In case the seller opts to have orders fulfilled using the Fulfilment by Lazada (FBL) model, and if the seller opts to have the goods picked up by Lazada
or by its appointed logistics provider, a pick-up fee as defined under Clause A. of the Seller Agreement Special Terms and Conditions shall be charged
to the Seller with the rates provided in the table below:
Total DW of goods for pick- Pick-up fee Pick-up fee Inclusive of

up* 12% VAT
DW < 50 kg Php 1,000.00
Php 1120.00
DW >= 50 kgs and < 200 kgs Php 20.00/kg
Php 22.40/kg
DW>= 200 kgs and < 500 kgs Php 5.00/kg
Php 5.60/kg
DW>= 500 kgs Php 2.00/kg
Php 2.24/kg
* DIM weight is calculated as length, height and width of package in centimetres multiplied with each other and then divided by
3500, if the result is lower than the actual weight of the package in kilogram (kg), the actual weight is used as DIM weight. DIM weight
is always rounded up to the next kg.
In case the seller opts to have orders fulfilled using the Fulfilment by Lazada (FBL) model, the storage fee for the first sixty (60) days will be waived in
favour of the Seller. After the lapse of the sixty (60) day period, the Seller shall be charged a storage fee in the amount o f ten centavos per kilogram
per day (Php .10/kg/day) for the products of the Seller in the warehouse/s or contracted/designated warehouse/s of Lazada that have not been sold.
The storage fee will be charged starting on the sixty-first (61st) day reckoned from the date the products were inbounded in the warehouse/s or
contracted/designated warehouse/s of Lazada. This storage fee is over and above the fees charged under Section 2 of this Addendum.
If the value of the order is below one thousand pesos (Php 1,000.00), and the order is fulfilled either through Fulfillment by Lazada (FBL), Lazada shall
subsidize the amount of twenty pesos (Php 20.00), exclusive of Value Added Tax (VAT) in favour of the Seller for the fulfilment fee charged to the
Seller under the above Table 4 of the Seller Agreement Special Terms and Conditions. For the avoidance of doubt, the subsidy provided for under
this paragraph will be given to the Seller regardless if the customer pays for a shipping fee for the order on the platform.
Table 5 –Default Fees.
Fee (in PhP)

No. Cause of Default by the Seller Explanation Fee ( in PhP) (Inclusive of 12% VAT)
1. Out-of-Stock Cancellation The Order has to be cancelled because stock information

P250.00 P280.00
specified in Seller Center provided by Seller is erroneous.
2. Wrong-Pricing Cancellation The order has to be cancelled because price specified in Seller
Center provided by Seller, in the moment of the Order P250.00 P280.00
placement, is erroneous.
3. Faulty/Damaged or Defective In case of returned Goods, determined during the quality

Good inspection that the returned Good is faulty/damaged or
defective. . For Vouchers and Services, defective goods refer to P 5,000.00 P5,600.00
the rendition of service not in the manner described on the
Platform.
4. Wrong Good Delivered Any of the quantity and attached items of the Goods delivered
to the Customer is not in accordance with Goods specified in P250.00 P280.00
the Order and/or listed on the Platform.
5. Wrong or Inaccurate Content Wrong or Inaccurate Content Materials of the Goods on the
P5,000.00 P5,600.00
Platform
6. Product Manual missing Goods delivered by the Seller without an English language user
P250.00 P280.00
manual.
7. Lead time delay The order is not picked, packed and ready to be shipped
within the agreed timeframe in accordance with the selected P250.00 P280.00
fulfillment model and the Carrier
8. Wrong Packaging The packaging does not meet the requirements mentioned in
P250.00 P280.00
the packaging guidelines
9. Failed Pick Ups The order is marked as ready to be shipped in Seller Center
provided by Seller but logistics provider reports unprepared P250.00 P280.00
goods when coming for pick up
10. Damaged Original Packaging Delivered Goods have damaged original packaging. P 250.00 P 280.00
11. Shelf life violation Seller sells goods or grocery items with less than six (6) months
of shelf life left reckoned from the acceptance of delivery by P 250.00 P 280.00
the Customer.
12. Broken Seals Delivered Goods have broken product seals. P 5,000.00 P 5,600.00
13. No licenses, permits or Seller does not have the necessary licenses, permits, or
approvals from the relevant approvals prior to the listing of goods on the platform P 50,000.00 P 56,000.00
government authority
14. Unauthorized Access to Seller Seller provides access to Seller Center Account to Unauthorized
P 50,000.00 P 56,000.00
Center Account Person/s
15. Mislabeled goods Label of goods does not conform with the Content Material or
P 2,500.00 P 2800.00
with relevant laws, ordinances, and regulations
16. No warranty provided Seller not providing any warranties P 2,500.00 P 2,800.00
17. Engaging in fraudulent, Seller engages in fraudulent, impermissible, inappropriate or

impermissible, inappropriate or unlawful activities in connection with the Seller’s Participation
unlawful activities in on or use of the Sales Traffic Activities
P 50,000.00 P 56,000.00
connection with the Seller’s
participation on or use of the
Sales Traffic Activities
18. Selling, Assigning, licensing, Seller exploits customer information not in accordance with the
publishing, leasing or Seller Agreement
P 50,000.00 P 56,000.00
commercially exploiting
customer information
19. Non-issuance of Sales Invoice Seller fails to issue sales invoice. P 10,000.00 P 11,200.00
20. Illegal,
x Secondhand, Expired or The Seller lists and sells Goods that are illegal, secondhand,
P50,000.00 P56,000.00
Used Goods expired or used.
21. Infringing Good or Use of Good(s) bearing a trademark that is identical to or 1st violation –
Copyrighted Materials/ substantially indistinguishable from the legally protected Deactivation of the
Deceptive, Negligent, Unfair or trademark for the same good(s), without the approval or SKU, Warning to
Unconscionable Acts in the oversight of the trademark owner; and/or using confusingly seller and 7day
Rendition of Services similar trademarks or service marks on or in association with suspension of the
similar good(s) or be considered fake store
Seller uses Content Material without the consent of the 2nd violation -
copyright owner Deactivation of the
shop
Services rendered in a deceptive, negligent, unfair,
unconscionable manner, in a manner that is in contravention For shop
of the tenor of the services as described on the platform, or reactivation,
not rendered with due care and skill reasonably fit for the payment of the
purpose for which it was intended. Php 50,000.00
(+12% VAT) as
performance bond
3rd violation -
permanent
deactivation of the
shop and forfeiture
of the performance
bond
22. Re-Selling of Goods purchased Seller buys assortment available on Lazada (including his own
from Lazada products) in order to re-sell in any channel (in general every P50,000.00 P56,000.00
bulk buy of a seller has to be agreed with Lazada in writing)
23. Seller contacts Customer The Seller contacts Customer for any other reasons than stated
P50,000.00 P56,000.00
in the Seller Agreement and applicable Annex
24. Seller is in violation of any law, Seller violates any law, regulation or ordinance or the Seller
regulation, issuance or Agreement
P 5,000.00 P 5,600.00
ordinance or the Seller
Agreement
• If the Seller cancels or rejects the fulfillment of an Order contrary to any provisions prescribed by the Seller Agreement, the Seller shall be subject to an amount of Default Fee
as stated in Table 5 (Default Fee).
• Lazada reserves the right, without any prior notice, to deduct the applicable Default Fees from the Seller account balance. Lazada also reserves the right to temporarily
deactivate the Seller or SKUs on the Platform of Lazada for a definite term or indefinite term depending on the default of the Seller. The reactivation of the Seller’s Account or
SKUs shall be at the sole discretion of Lazada. Lazada reserves the right, at its sole discretion, to update the Default Fees, subject to the provisions of the General Terms and
Conditions.
SELLER AGREEMENT
GENERAL TERMS AND CONDITIONS
1. Scope
1.1 These General Terms and Conditions (hereinafter “Terms”) apply to the Seller Agreement between LAZADA E-SERVICES PHILIPPINES INC.,
with registered address at 23rd Floor Net Park Bldg., 5th Avenue, Bonifacio Global City, Taguig City 1634, Philippines (hereinafter “Lazada”) and a
marketplace seller (hereinafter the “Seller”) (Lazada and Seller hereinafter individually “Party” and collectively “Parties”, as the context may
require) for the services provided by Lazada to the Seller of listing and selling products (hereinafter “Goods”) on and through any of the
following websites: www.lazada.com.ph, or any other internet domain property of Lazada (hereinafter the “Platform”), collecting, reconciling and
executing all transactions involving the Seller through the Platform as a payment processing agent for the Seller, and other related content
production, sales traffic activities and/or Order fulfilment services or such other services provided by Lazada to the Seller (hereinafter “Services”),
as agreed in writing between Lazada and the Seller.
1.2 These Terms shall prevail over any other terms or conditions, except as otherwise provided in the Seller Agreement.
1.3 Words and expressions defined in the Special Terms Conditions shall have the same meaning in these General Terms and Conditions,
unless otherwise defined herein.
1.4 The Seller cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Agreement, without the
prior written consent of Lazada. Lazada may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller
Agreement.
1.5 The Seller will provide to Lazada telephone and email contact information for a designated contact or contacts available during business
hours that Lazada can contact regarding any of the responsibilities arising from the present Agreement (including, but not limited to, Content
Material, sales traffic activities, stock level updating and Price updating and Order fulfilment).
PART A. PROVISIONS APPLICABLE TO THE LISTING OF GOODS ON THE PLATFORM
2. Information about the Goods, Content Material

2.1 The Seller shall provide the Content Material comprising accurate and complete product information, text, images and any other information
related to the Goods for each type of Goods that the Seller makes available to be listed for sale through the Platform or to be subject of
sales traffic activities provided by Lazada in the format required by Lazada. The Seller will promptly update the Content Material as necessary
to ensure it at all times remains accurate and complete. Seller agrees that it may from time to time request Lazada to assist in generating the
Content Material by providing input or references in relation to the sources of the product information and text images and agrees that Lazada is
not obliged to verify the accuracy, completeness and legality of the Content Material published on the Platform upon Seller’s request.
2.2 The Seller will ensure that the Content Material, the offer and subsequent sale of any of the Goods complies with all applicable laws, regulations
and ordinances, including but not limited to minimum age, marking and labeling requirements, product warranties, specifications, drawings,
samples and performance criteria, and do not contain any sexually explicit (except to the extent expressly permitted in written form by Lazada and
allowed under applicable law), defamatory or obscene materials.
2.3 Lazada reserves the right to immediately suspend the listing and sale of Goods on the Platform if, at its sole discretion, it determines that
any part of the Content Material is incorrect, incomplete or not in compliance with all applicable laws, regulations and ordinances.
2.4 The Seller is prohibited from selling the following Goods on the Platform (except to the extent permitted by applicable law of the country or
countries, where the Good is listed for sale). For the avoidance of doubt, the list below is not an exhaustive list of items that may not be allowed for
sale, and may be updated from time to time in accordance with the applicable laws and at the discretion of Lazada:
a. Weapons (including firearms, air rifle/air soft guns, pointed and sharp objects and similar and related goods), hazardous substances,
explosives and products that violate the prevailing law.
b. Synthetic and prohibited drugs;
c. Black market, counterfeit and imitated goods;
d. Pirated goods or copies of original goods;
e. Goods containing profane, obscene, vulgar or sexually explicit labels;
f. Multi-level marketing / Networking;
g. Money games;
h. Goods that require registration with Government agencies, without said goods being registered;
i. Devices used in gambling;
j. Protected flora and fauna (including body parts, such as claws, fangs, skins, fluids, etc.); and
k. Particularly for consumer goods or goods having expiration date, the Seller must ensure that it provides the Goods with a minimum
period after delivery before its expiration date, according to applicable laws and/or specifications of Lazada.
2.5 The Seller shall indemnify and hold Lazada, its subsidiaries and affiliates, harmless from and against any and all costs (including attorney fees
and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any claim, demand or action
resulting from the inaccurate, incomplete or illegal information or otherwise relating to the Content Material provided by the Seller.
2.6 The Seller hereby undertakes and represents that it has obtained or shall obtain all necessary licenses, permits or approvals required for the
sale of the Goods through the Platform prior to the listing of the Goods on the Platform.
2.7 The Seller may not in its own capacity or request Lazada to provide any Content Material, or seek to list for sale on the Platform any Goods, or
provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless
the Seller has the right to publish the Content Material and has the right and license to sell such Goods under the applicable law.
2.8 Content Material must be provided in the language requested by Lazada and, to the extent required by the applicable law, in English and/or
in the language of the country in which the Goods are available to be listed for sale through the Platform.
2.9 The Seller may, in its own capacity or request Lazada to, add text, disclaimers, warnings, notices or other Content Material required by
applicable laws, regulations and ordinances, to be displayed in connection with the offer, merchandising, advertising or sale of the Goods.
2.10 The Seller grants Lazada a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display,
distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and
all of the Content Material provided by the Seller, and to sublicense the foregoing rights to the affiliates and operators of Lazada for the
purposes necessary for the marketing and sale of the goods; provided, however, that Lazada will not alter any of the trademarks from the form
provided by the Seller (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks
remain the same) and will comply with the removal requests of the Seller as to specific uses of such trademarks; provided further, however, that
nothing in the Terms will prevent Lazada from using the Content Materials without the consent of the Seller to the extent that such use is permissible
without a license from the Seller or the affiliates of the Seller under applicable law. For avoidance of doubt, all rights to create derivate works
from the Content Material provided by Seller or otherwise commercially exploit any of the Content Material for purposes outside of this Agreement
shall remain exclusively with the Seller.
2.11 Lazada may use mechanisms that rate, or allow Customers to rate or review the Goods of the Seller and/or the performance of the Seller as a
seller and Lazada may make these ratings and reviews publicly available.
2.12 Notwithstanding any provision of these Terms, Lazada shall have the right, in its sole discretion, to determine the functionality of the Platform
including the Content Material, structure, appearance, design and all other aspects of the Platform, the selling through the Platform, as well as , if
any, sales traffic activities, (including but not limited to the right to re-design, modify, remove or alter the content, appearance, design, meta-
tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and other aspects of, and prevent or restrict access to the
Platform and any element, aspect, portion or feature thereof (including any product listings), from time to time).
3. Sales Traffic Activities

3.1 Lazada may provide to the Seller dedicated sales traffic activities (hereinafter “Sales Traffic Activities”), including:
a. Shop-in-Shop (“SIS”) activities, which entail a set of specific design features on the Platform that enhance the visual representation of
the Seller by means of a dedicated landing page;
b. Search Engine Marketing (“SEM”) services, which entail the bidding on relevant keywords related to the Goods and/or the Seller on
electronic search engines; and/or
c. Social Media Sales Traffic Activities, which entail the promotion of the Goods and/or the Seller at Lazada's landing page of social media
platforms.
3.2 Lazada reserves the right, in its sole discretion, to decide the scheduling and the relevant share for each one of the specific Sales Traffic
Activities, unless otherwise agreed upon in writing by the Parties.
3.3 The Seller will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate, or unlawful activities in connection with the
Seller's participation in or use of the Sales Traffic Activities, including:
a. generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated
applications or otherwise;
b. other than through reporting offered by Lazada under the Sales Traffic Activities, collecting any user information, indexing or caching any
portion from the Platform, whether through the use of automated applications or otherwise;
c. targeting communications of any kind on the basis of the intended recipient being a user of the Platform;
d. interfering with the proper working of the Platform, the Services or Lazada's systems;
e. transmitting any viruses, Trojan horses or other harmful code; or
f. attempting to bypass any mechanism Lazada uses to detect or prevent such activities.
3.4 Unless otherwise prohibited under law, Sales Traffic Activities shall be considered, in accordance with the present Terms, as a part of the
Services provided by Lazada to the Seller.
3.5 Parties agree that the Sales Traffic Activities governed under this Agreement may be subject to separate terms and conditions to be mutually
agreed between the parties.
4. Stock level updating and Listing Price updating

4.1 The Seller shall provide, in the format and at such times as Lazada may require, accurate, updated, and complete information about the
availability status, stock level, and Listing Price of each Good that the Seller makes available to be listed for sale through the Platform.
5. Suspension of Listing of Goods on the Platform

5.1 Notwithstanding any provision in these Terms, Lazada shall have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list,
or to de-list, or to require the Seller not to list, any or all Goods that the Seller makes available to be listed for sale through the Platform or be
subject to Sales Traffic Activities, if any, provided by Lazada.
PART B. PROVISIONS APPLICABLE TO THE SALES OF GOODS ON THE PLATFORM
6. Access to IT tools
6.1 Any password provided by Lazada to the Seller may be used only during the period the Seller is permitted to use the Platform, manage the
catalogue of Goods listed on the Platform, update information about the Goods (e.g. availability status, stock levels and Prices), electronically
accept and fulfil the Orders and review the completed Transactions (as defined in Article 7.1 below).
6.2 The Seller is solely responsible for maintaining the security of its password. The Seller may not disclose its password to any third party (other than
third parties authorized by Lazada to use its account in accordance with the Seller Agreement) and is solely responsible for any use of or
action taken by those using its password. If its password is compromised, the Seller must immediately change it, and Seller shall inform Lazada
regarding the password compromise immediately.
7. Customer Information and Customer Service

7.1 Lazada will own all the account information, including but not limited to names, email addresses, telephone numbers, home and/or office
addresses, about third party purchasers of Goods through the Platform (hereinafter “Customers”), the information about the sale of Goods to
Customers through the Platform (hereinafter “Order”) and information related to the Transactions including payments, Service Fees (as defined
in Article 15 below), disbursements, refunds, Default Fees and adjustments, and Lazada will not be liable to pay any royalties or fees to the Seller in
connection with the use of any such Customer account information.
7.2 The Seller shall not confirm Orders, Transactions, deliveries, or give any further information about the fulfilment of the Orders to the Customer,
including by mail, email, telephone, fax or any other means of communication.
7.3 Lazada shall be responsible for and have sole discretion to deal with Customers relating to Orders. The responsibility of Lazada and the Seller in
relation to packaging, handling, deliveries, returns, warranties and Orders shall be in accordance with the fulfilment models specified in Articles 10 to
12 below and agreed between the Parties under the Seller Agreement.
7.4 Lazada shall have the right to determine at its sole discretion whether a Customer will receive a refund, adjustment, replacement, or the other
applicable remedies provided under the law, and to require the Seller to reimburse Lazada if Lazada determines that the Seller is liable to do so
in accordance with the Terms.
7.5 Seller shall utilize Customer Information disclosed by Lazada to Seller or to which Seller has otherwise collected or obtained access to,
pursuant to or in connection with this Agreement, solely for purposes of this Agreement and shall not sell, assign, license, publish, lease or otherwise
commercially exploit any Customer Information or utilize Customer Information in any manner for its own benefits or carry out any data mining,
data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the Customer
Information. All Customer Information shall not be disclosed to any third party without the prior written consent of Lazada, and shall be disclosed
within Seller’s organization only on a need-to-know basis.
8. Order Verification
8.1 Lazada may in its sole discretion withhold for investigation and/or refuse to process any Order or Transaction. Lazada may use the services of
one or more third party processors or financial institutions or such other service providers in connection with the Platform.
8.2 The prices indicated in the Order shall not be subject to any variations and, unless otherwise agreed in writing, shall include fulfilment costs
(e.g. fulfilment fees, packaging, storing or delivery costs) according to the model to fulfil the Orders of the Goods (hereinafter “Fulfilment
Model”), as agreed between the Seller and Lazada, as well as charges, Service Fees and risks, if any, related to the fulfilment, Services and
payment method of the Order. Lazada reserves the right to reject any particular form of Order or payment for the Goods, and not to honour
or accept any discounts, coupons, gift certificates, or other offers or incentives made available by the Seller.
8.3 Lazada (directly or through a third party at its sole discretion) will bear the risk of credit card fraud (e.g. fraudulent purchases arising from the
theft or unauthorized use of a Customer’s credit card information) occurring in connection with the Transactions, except with respect to
Transactions that the Seller does not fulfil in accordance with the Order information. The Seller will bear all other risk of fraud or loss. The Seller will
promptly inform Lazada of any changes to the nature or specifications of the Goods or any pattern of fraudulent or other improper activity with
respect to any of the Goods that may result in a higher incidence of fraud or other impropriety associated with Transactions involving the Goods.
9. Order Fulfilment
9.1 The Seller and Lazada shall agree in the Seller Agreement on one of the following Fulfilment Models:
a. Drop-Shipping: the Seller is responsible for sourcing, storing, selling and packaging all Goods. The Goods will be either picked up from the Seller
or dropped-off by the Seller at a location designated by Lazada, and delivered to the recipient and the shipping address specified in the Order.
Lazada will support with the delivery coordination and will also provide after sales services including answering customer enquiries and
processing returns.
b. Cross-docking: the Seller is responsible for sourcing, storing, selling and packaging all Goods. The Goods will be delivered by the Seller to
Lazada’s appointed location unless a pick-up coordinated by Lazada was previously agreed upon. Lazada reserves the right to coordinate further
packaging activities and will support with the delivery coordination of the Goods to the recipient at the address specified in the Order; Lazada
will also provide after sales services, including answering customer enquiries and processing returns.
c. Fulfilment by Lazada: the Seller is responsible for the sourcing and delivery of the Goods to Lazada’s appointed location. Lazada will support
with the coordination of the storing, selling, packaging, and invoicing in respect of the Goods (provided that the title to the Goods shall remain with
the Seller until the complete execution of the Customer Agreement) as well as the delivery of the Goods to the recipient at the address specified in
the Order. Lazada will also support with the coordination of after sales services, including answering customer enquiries and processing the returns.
9.2 The Seller shall be responsible for providing a warranty for all Goods, and/or rendering the service in the manner described on the platform,
which has to be in compliance with all applicable laws, regulation and ordinances.
9.3 The Seller shall be responsible to fulfil all Orders for Goods in the quantity and quality sold through the Platform and/or as communicated
by Lazada. All Orders will be final and may not be cancelled or revoked by the Seller except as otherwise provided for in these Terms. The
agreement for the supply of the Goods or the rendition of the services as provided for in the Order (hereinafter the “Customer Agreement”) shall
be consummated upon receipt by Lazada of a receipt signed by the Customer by way of acceptance. The title to the Goods shall remain
with the Seller until consummation of the Customer Agreement. Lazada shall not be a party to the Customer Agreement, and shall not be liable to
any party in relation thereto.
9.4 The Seller undertakes that it shall fully comply with all applicable laws, regulations and ordinances relating to the sale of the Goods through
the Platform or the rendition of services under the Customer Agreement (including, but not limited to consumer protection laws, regulations,
and ordinances, food safety laws, regulations and ordinances, and taxation laws, regulations and ordinances).
9.5 Lazada may, in its sole discretion, allow the Seller to ship Goods at the Seller’s expense (in accordance with the relevant Fulfilment Model)
using discounted shipping rates that Lazada is able to procure from any carriers. These shipping rates may be modified from time to time by
the carrier and/or Lazada. The Seller will not use the carrier account information of Lazada, including, without limitation, carrier account number
and shipping rates, for any purpose, nor disclose such information to any third party, and the Seller will protect such information as Lazada’s
confidential information. Title and risk of loss for any Goods shipped using discounted rates provided by Lazada under this Article will remain
with the Seller, and Lazada’s provision of such shipping rates will not create any liability or responsibility for Lazada with respect to any delay,
damage, loss or cost incurred during shipment. In case where Lazada enters into a master contract with the carrier for services utilized by the Seller
under this Agreement, Seller agrees that Lazada will be entitled to claim on behalf of the Seller any damage or loss incurred during the shipment
by the carrier. Lazada shall pass on the amount claimed from the carrier to the Seller.
9.6 The Seller will be responsible for all costs incurred to ship the Goods as well as the outbound cost of any failed deliveries (meaning any
Customer Agreement which cannot be successfully executed because a) the delivery address reported on the Order is not correct; b) the
Customer is not reachable after various attempts –the number of delivery attempts will be defined by the carrier; or c) the Customer refuses
and cancels the Order when the Good is delivered to the address specified on the Order) or return of Goods, including cost of freight and transit
insurance. Any costs assessed against or incurred by Lazada in relation to shipping will be deducted from amounts payable to the Seller, or by
other methods at Lazada’s election. If applicable, the Seller shall also be responsible for payment of all customs, duties, and taxes and any other
charges related to the shipping and custom clearance of Goods.
9.7 Lazada reserves the right, in its sole discretion, to restrict the destinations to which the Seller may ship Goods sold on or through the Platform.
9.8 If the Seller ships the Goods from outside of the country, the Seller will be responsible to complete the import procedures (including listing itself as
the importer/consignee and nominating a customs broker). If Lazada is listed on any import documentation, Lazada reserves the right to refuse to
accept the Goods and/or cancel the Order covered by the import documents and any costs assessed against or incurred by Lazada will be
deducted from amounts payable to the Seller, or by other method at Lazada’s election.
9.9 The Seller shall comply with standard operating procedures, weight and size restrictions, and other shipping and packaging requirements of
the applicable appointed logistics providers, carriers, and/or Lazada If Lazada provides the Seller with the estimated shipping costs prior to
shipment, the Seller acknowledges and agrees that actual shipping costs for which Seller will be liable:
a. may be more than the estimated shipping costs if the carrier determines that such Goods weigh more (including based on the carriers
volumetric weight calculation) than as submitted by the Seller; or
b. may be the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by the Seller.
Lazada reserves the right, in its sole discretion, to modify, restrict or cancel the use of any carrier of the Goods.
9.10 With regard to provisions 10.4, 11.7 and 12.7 of the Terms and Conditions, the Seller shall, in any case, wrap and pack the original
packaging of the Good or Goods, when preparing the Good for the shipment. In any case, the packaging shall guarantee the integrity of the
Good or Goods as well as of the related original packaging.
9.11 Lazada may charge the Seller the applicable inbounding fees, pick-up fees, storage fees, and/or packaging material fees.
9.12 It is the Seller’s responsibility to properly package each Good in accordance with the requirements of Lazada, Lazada and/or the appointed
logistics provider reserves the right to repack packages that do not comply with the requirements of the Carriers and/or Lazada . Lazada shall
charge a Service Fee to the Seller for these efforts.
9.13 Lazada shall not be liable for any damage to the original packaging or the Good(s) if the Seller did not comply with the Packaging
Guidelines (Please refer to Annex - 1).
9.14 If the Seller complies with the Packaging Guidelines (Please refer to Annex - 1), and there is damage to the original packaging, Lazada shall be
liable to the Seller to the extent of fifteen percent (15%) of the listing price of the Good(s). If the Seller complies with the Packaging Guidelines
(Please refer to Annex - 1), and there is damage to the Good(s), Lazada may be liable to the Seller to the extent of the listing price of the
Good(s). The payment under this provision represents Lazada’s total liability for any duties or obligations that Lazada or its agents or representatives
may have, and the only right of the Seller or remedy that the Seller may have against Lazada.
10. Provisions Applicable to the Fulfilment of Orders when using Drop-Shipping as Fulfilment Model
10.1 In addition to these Terms, except those provisions specified in Articles Eleven (11) and Twelve (12), the provisions of this Article Ten (10) are
applicable to Orders that are fulfilled in accordance with the Drop-Shipping Fulfilment Model.
10.2 Lazada will provide to the Seller information in relation to each Order of Goods made through the Platform, subject to the restrictions under
Article Seven (7).
10.3 The Seller will stop and/or cancel any Orders if Lazada so directs. If the Customer has already been charged for such Orders, Lazada will
execute refunds (and any adjustments) and credit the applicable Customer account. The Seller will reimburse Lazada for all amounts so credited.
10.4 The Seller will be solely responsible for, and bear all risk and liability for sourcing, storing, selling, packaging, and providing warranty for all
Goods (all these in accordance with applicable law).The Seller shall also be responsible for any non-conformity or defect in, damage to, or theft
of, the Goods, or claims regarding the sourcing, storing, selling, packaging, delivery or non-delivery of the Goods including to the Lazada appointed
pick up/drop off location, or other issues arising in connection with the fulfilment of the Order, except to the extent caused by:
a. credit card fraud for which Lazada is responsible; or
b. failure of Lazada to make available to the Seller information about the Order.
10.5 If required by law, the Seller shall be responsible to take out appropriate insurance covering the events mentioned above as well as any other
obligation under this Agreement.
10.6 The Seller agrees to ship all orders within the time stipulated by Lazada after the receipt of the Order, which shall be no later than twenty-four
(24) hours after the receipt of an order. Notwithstanding any provision of these Terms, Lazada reserves the right, in its sole discretion, to modify these
deadlines. Lazada also reserves the right to cancel Orders and/or cancel the Transaction if the timeframe is not met in which case Lazada will
charge the Seller a default fee for each order should the seller fail to comply with the deadline.
10.7 The Seller shall produce a tax or sales invoice (in accordance with applicable law), and shall include this documentation in the package. Seller
agrees that it is the Seller's responsibility to determine whether Seller taxes apply to the transactions and to collect, report, and remit the correct
Seller Taxes to the appropriate tax authority, and that Lazada is not obligated to determine whether Seller taxes apply and is not responsible to
collect, report, or remit any sales, use, or similar taxes arising from any transaction. "Seller Taxes" means any and all sales, goods and services,
use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any
reason in connection with any advertisement, offer or sale of products by the Seller.
10.8 The Goods shall be delivered to Lazada’s appointed pick up/drop off location, unless otherwise agreed between parties in advance. The
Goods shall be in the agreed packaging in accordance with the Packaging Guidelines (Please refer to Annex - 1), and, in any case, in a
packaging guaranteeing the integrity of the Goods. The Seller shall be liable for any damage to the Goods due to improper or faulty packaging.
10.9 Lazada reserves the right, in its sole discretion, to modify, restrict or cancel the use of any carrier of the Goods.
11. Provisions Applicable to the Fulfilment of Orders when using Cross-Docking as Fulfilment Model
11.1 In addition to the Terms, except those provisions specified in Articles Ten (10) and Twelve (12) are applicable to Orders that are fulfilled in
accordance with the Cross-Docking Fulfilment Model.
11.2 Lazada will provide to the Seller information in relation to each Order for the Goods made through the Platform.
11.3 The Seller will stop and/or cancel any Orders if Lazada so directs. If the Customer has already been charged for such Orders, Lazada will
execute refunds (and any adjustments) and credit the applicable Customer account. The Seller will reimburse Lazada for all amounts so credited.
11.4 The Seller will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, packaging and providing warranty for all
Goods, as well as delivering the Goods to Lazada’s appointed location. The Seller shall be responsible for any non- conformity or defects in,
damage to, or theft of or claims regarding the sourcing, storing, selling, packaging and delivery of the Goods to Lazada’s appointed location,
except to the extent caused by:
a. Credit card fraud for which Lazada is responsible, or
b. Failure of Lazada to make available to the Seller information about the Order.
11.5 If required by law, the Seller shall be responsible to take out appropriate insurance covering the events mentioned above as well as any
other obligation under this Agreement.
11.6 The shipping of Goods to Lazada’s appointed location shall be made Delivery Duty Paid (Incoterms DDP 2010), unless different delivery
conditions are pre-agreed with Lazada and/or set out in the Special Conditions.
11.7 The Goods shall be delivered to Lazada’s appointed location, unless otherwise agreed between parties in advance. The Goods shall be
in the agreed packaging and, in any case, in a packaging guaranteeing the integrity of the Goods. If Goods are required to be shipped on
pallets, they shall be either 80x120cm (eighty by one hundred twenty centimetres) or 100x120cm (one hundred by one hundred twenty
centimetres) with a maximum overall weight of 450kg (four hundred fifty kilograms), unless different conditions are set out in the Packaging
Guidelines (Please refer to Annex - 1).. The Seller shall be liable for any damage to the Goods due to improper or faulty packaging.
11.8 In the case of any faulty improperly packaged or labelled Goods, Lazada may at its sole discretion return the Goods to the Seller at the
expense of the Seller, or re-package or re-label the Goods at the expense of the Seller.
11.9 In the event the Seller fails to comply with the packaging or labelling requirements, Lazada reserves the right to refuse to accept any
shipment or unsuitable Goods subject to advising the Seller in writing of such refusal within ten (10) days of receipt of the Goods. Lazada may return
at the expense of the Seller or dispose of any unsuitable Good in following cases:
a. Immediately if Lazada determines in its sole discretion that the Goods may create a safety, health or liability risk to Lazada, its personnel or any
third party;
b. If the Goods do not correspond (in quantity, quality or specifications) to the Order;
c. If the Seller fails to direct Lazada to return or dispose of any unsuitable Good within thirty (30) days of the date on which Lazada gives
notice of refusal in accordance with this Article;
11.10 The Goods shall always be accompanied by a delivery note containing among others the following information: name of the Seller, number
of the Order, quantity, description of the Goods (including, but not limited to a list of codes for inbound Goods, list of bar codes for inbound
Goods, description of the Goods, warranty status for each of the Goods), gross and net weight, place of delivery and name of addressee,
reason for transport, as well as the information expressly required by the applicable law (“Delivery Note”), and other necessary documentation
(including tax or sales invoice in accordance with applicable law).
11.11 Lazada’s confirmed receipt of delivery does not:
a. Indicate or imply that any Goods have been delivered free of loss or damage;
b. Indicate or imply that Lazada actually received the number of units of Goods specified by the Seller for such shipment; or
c. Waive, limit or reduce any of Lazada’s rights under these Terms.
11.12 As part of Lazada’s Services and unless prohibited under applicable law, Lazada will ship the Goods received at Lazada’s appointed
location to the recipient and the shipping address specified in the Order. Lazada may carry out, in its sole discretion, further packaging or
modify the packaging of the Good, in order to secure the integrity of the Goods during the delivery to the Customer. Lazada may ship Goods
together with other products the property of Lazada or of third parties, including any of Lazada’s affiliates. Lazada shall be responsible for damage
to, or theft of or claims regarding delivery of the Goods from Lazada’s appointed location to the address specified in the Order, except in relation
to any failure caused directly or indirectly by the act or default of the Seller and/or its employees, agents or contractors.
11.13 In the event the wrong Goods are delivered or the Goods become damaged or lost, unless Lazada determines that the damage or
loss was caused directly or indirectly by the act or default of the Seller or any of the Seller’s employees, agents or contractors, Lazada will:
a. Ship replacement Goods to the Customer and pay to the Seller the replacement value for the replacement Goods; or
b. Process a refund to the Customer and pay the Seller the replacement value of the Goods.
11.14 The Seller shall comply with the information that Lazada may give in relation to any potential suspension of the works in Lazada’s
appointed location.
11.15 The Seller shall use its best endeavours to dispatch and ship Goods within the same day of receipt of an Order if an Order is received
before cut-off time of such day as agreed in advance between Lazada and the seller. In any event, the Seller undertakes to dispatch and ship
Goods no later than the day after the date of receipt of an Order received on a working day. Notwithstanding any provision of these Terms,
Lazada reserves the right, in its sole discretion, to modify the deadline and to cancel an Order if the Seller fails to comply with the deadline.
12. Provisions Applicable to the Fulfilment of Orders when using Fulfilment by Lazada (FBL) as Fulfilment Model
12.1 In addition to these Terms, except those provisions specified in Articles Ten (10) and Eleven (11), the provisions of Article Twelve
(12) are applicable to Orders that are fulfilled with the Fulfilment by Lazada Fulfilment (FBL) Model.
12.2 Lazada will provide to the Seller information in relation to each Order for Goods made through the Platform, subject to the restrictions
under Article Seven (7).
12.3 Lazada may, in its sole discretion, stop any Orders. Moreover, the Seller will stop and/or cancel any Orders if Lazada so directs. If the
Customer has already been charged for such Orders, Lazada will execute refunds to the Customer (and any adjustments) and credit the applicable
Customer account. The Seller will reimburse Lazada for all amounts so credited.
12.4 The Seller will be solely responsible for, and bear all risk and liability for sourcing, storing, selling, packaging, and providing warranty for
all Goods (all these in accordance with applicable law).The Seller shall also be responsible for any non-conformity or defect in, damage to, or
theft of, the Goods, or claims regarding the sourcing, delivery, or non-delivery of the Goods to the Lazada’s appointed pick up/drop off location,
or other issues arising in connection with the fulfilment of the Order, except to the extent caused by:
a. credit card fraud for which Lazada is responsible; or
b. failure of Lazada to make available to the Seller information about the Order.
12.5 If required by law, the Seller shall be responsible to take out appropriate insurance covering the events mentioned above as well as any
other obligation under this Agreement.
12.6 The shipping of Goods to Lazada’s appointed location shall be made Delivery Duty Paid (Incoterm DDP 2010), unless different delivery
conditions are set out in the Seller Agreement.
12.7 The Goods shall be delivered to Lazada’s appointed location in the agreed packaging and, in any case, in a packaging guaranteeing
the integrity of the delivered Goods. If Goods are required to be shipped on pallets, they shall be either 80x120cm (eighty by one-hundred-
twenty centimetres) or 100x120cm (one-hundred by one-hundred-twenty centimetres) and have a maximum overall weight of 450kg (four-
hundred-fifty kilograms), unless different conditions or guidelines are set out in the Packaging Guidelines (Please refer to Annex - 1). The Seller shall be
liable for any damage to the Goods due to improper or faulty packaging.
12.8 In the case of any improperly, faulty packaged or labelled Goods, Lazada may return the Goods to the Seller at expense of the Seller, or re-
package or re-label the Goods at the expense of the Seller.
12.9 In the event the Seller fails to comply with the packaging or labelling standards, which may be requested by Lazada, Lazada reserves the
right to refuse to accept any shipment or unsuitable Goods subject to advising the Seller in writing of such refusal within 10 (ten) days of receipt of
the Goods. Lazada may return at the expense of the Seller or dispose of any unsuitable Goods in the following cases:
a. Immediately if Lazada determines in its sole discretion that the Goods create a safety, health or liability risk to Lazada, its personnel or any
third party;
b. If the Goods do not correspond (in quantity, quality or required specifications) to the Order;
c. If the Seller fails to direct Lazada to return or dispose of any unsuitable Goods within Thirty (30) days of the date on which Lazada gives
notice of refusal in accordance with this Article 12.9;
12.10 In case of delivery made before the date indicated in the Order, Lazada shall be entitled to either accept the Goods or return them to the
Seller at the expense of the Seller.
12.11 The Goods shall always be accompanied by a Delivery Note containing among others the following information: name of the Seller, number
of the Order, quantity, description of the Goods (including, but not limited to a List of codes for inbound Goods, list of bar codes for inbound
Goods, description of the Goods, warranty status per each of the Goods), gross and net weight, place of delivery and addressee of the Goods,
reason for transport, storage requirements, as well as the information expressly required by applicable law, and other necessary documentation
(including tax or sales invoice). The details required in the delivery note may be changed from time to time in accordance with the requirements of
Lazada and/or carrier.
12.12 Lazada’s confirmed receipt of delivery does not:
a. Indicate or imply that any Goods have been delivered free of loss or damage; or
b. indicate or imply that Lazada actually received the number of units of Goods specified by the Seller for such shipment; or
c. Waive, limit or reduce any of Lazada’s rights under these Terms.
12.13 As a part of Lazada’s Services and unless otherwise prohibited under applicable law, Lazada will provide storage services once it confirms
the receipt of delivery, and it will keep electronic records that track inventory of Goods by identifying the number of Goods stored in Lazada’s
appointed location. Lazada will not be required to physically mark or segregate items from other inventory Goods owned by the Seller in Lazada’s
appointed location. If Lazada elects to commingle the Goods with other products of Seller, both Parties agree that the records of Lazada will be
sufficient to identify which products are the Goods of the Seller. Lazada may move Goods among its facilities. If there is loss or damage caused
by Lazada to any Goods while they are being stored – except if the loss or damage arises as a result of the Seller not complying with the present
Terms or if the loss or damage is related to the decay of any perishable Goods –, Lazada will pay the Seller the replacement value of the Goods
and the Seller will, at Lazada’s request, provide Lazada with a valid tax or sales invoice for the replacement value paid to the Seller, except if the
decay of perishable goods is due to the nature or shelf life of the Goods, and the Seller not providing Lazada with the storage requirements
Payment of the replacement value represents Lazada’s total liability for any duties or obligations that Lazada or its agents or representatives may
have for storing the Goods, and the only right of the Seller or remedy that the Seller may have against Lazada as a warehouseman. At all other
times, the Seller will be solely responsible for any loss of, or damage to, any Goods.
12.14 During storage, Lazada shall take out insurance for the Goods for damage, loss or theft covering the full value of the Goods,
i.e. the cost of sourcing Goods as described in the Delivery Note at the time at which such Goods are declared by Lazada to be stolen, lost or
damaged.
12.15 Lazada reserves the right to direct, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of
Lazada’s inventory in Lazada’s appointed location, and the Seller will comply with such restrictions or limitations.
12.16 As part of Lazada’s Services and unless otherwise prohibited under applicable law, Lazada will ship the Goods stored at Lazada’s
appointed location to the Customer at the address specified in the Order. Lazada may carry out, in its sole discretion, further packaging or
modify the packaging of the Goods, in order to secure the integrity of the Goods during the delivery to the Customer. Lazada may ship Goods
together with products the property of Lazada or of any third parties, including any of Lazada’s affiliates.
Lazada shall be responsible for damage to, or theft of, or claims regarding delivery of Goods from Lazada’s appointed location to the address
specified in the Order, except in relation to any failure caused directly or indirectly by the act or default of the Seller and/or its employees or
contractors.
12.17. The Seller shall produce a tax or sales invoice (in accordance with the applicable law) and physically send it to the respective customers for
every successful sale. Lazada shall provide regular lists of successful sales and the respective customer addresses to facilitate this process. Seller
agrees that it is the Seller's responsibility to determine whether Seller taxes apply to the transactions and to collect, report, and remit the correct
seller Taxes to the appropriate tax authority, and that Lazada is not obligated to determine whether Seller taxes apply and is not responsible to
collect, report, or remit any sales, use, or similar taxes arising from any transaction. "Seller Taxes" means any and all sales, goods and services, use,
excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason
in connection with any advertisement, offer or sale of products by the Seller.
12.18 In the event the wrong Goods are delivered or the Goods become damaged or lost, unless Lazada determines that the damage or
loss was caused directly or indirectly by the act or default of the Seller or any of the Seller’s employees, agents or contractors, or any of the
carrier’s employees, agents or contractors, Lazada will:
a. Ship replacement Goods to the Customer and pay to the Seller the replacement value for the replaced Goods, or
b. Process a refund to the Customer and pay the Seller the replacement value of the Goods.
Shipping of the replacement Goods or payment of the replacement value represents Lazada’s total liability for any duties or obligations
that Lazada or its agents or representatives may have for shipping the Goods, and the only right of the Seller or remedy that the Seller may have
against Lazada as a shipper.
12.19 Any sellable Goods that are properly returned will be placed back into the inventory of the Goods of the Seller. Lazada may fulfil Orders for
the Goods with any returned Goods. The Seller will take title of all Goods that are returned by Customers. Lazada reserves the right to examine
and determine at its own discretion if Goods are suitable for selling.
12.20 If Lazada provides replacement Goods or a refund to a Customer and that Customer returns the original Goods to Lazada’s appointed
location, Lazada will be entitled to dispose of the Goods, or, if they are saleable, Lazada may, at its option place such Goods back in the
inventory of the Seller. If the Goods will be put in the inventory, the Seller will reimburse Lazada for the replacement value of the returned
Goods. Any replacement Goods shipped by Lazada under these Terms will be deemed to be, and will be treated in the same manner as, an
Order and sale of such Goods from the Seller to the Customer via the Platform in accordance with these Terms.
12.21 The Seller may, at any time, request that Goods be returned to the Seller. Lazada may return Goods to the Seller, for any reason,
including upon termination of the Seller Agreement. The Seller shall be responsible for the pick-up of such returned Goods from Lazada’s
appointed location within 15 (fifteen) working days after written notification to Lazada. The returned Goods will be sent to the designated
shipping address of the Seller in the same country where the Goods were shipped by Lazada. If Lazada has an out dated, incorrect or
international address for the Seller, or if Lazada cannot make arrangements for the Seller to pay for the return shipment, the Goods will be
deemed abandoned and Lazada may elect to dispose of the Goods as provided herein in any manner it deems fit.
12.22 The Seller may, at any time, request that Lazada dispose of Goods. Lazada may dispose of Goods in any manner Lazada chooses. Title
to Goods disposed will transfer to Lazada at no cost to Lazada as necessary for Lazada to dispose of the Goods, and Lazada will retain all
proceeds, if any, received from the disposal of any Goods.
12.23 The Seller shall comply with instructions that Lazada may give in relation to any potential suspension of the work in Lazada’s appointed
location.
13. Faults, Defects and Non-Compliance of Goods

13.1 The Seller warrants to the full extent provided for by law and the applicable manufacturer’s warranty, that the delivered Goods or
services to be rendered (delivered to the Customer or to Lazada’s appointed location, as indicated by Lazada) shall comply with the
specifications listed on the Platform and with applicable law (that the Goods strictly conform to any and all product warranties, specifications,
drawings, samples, performance criteria and all applicable quality, quantity, labelling, safety and hygiene requirements) and will be free from faults
and defects, and for services, that they will be rendered with due care and skill necessary for that service. Lazada reserves the right to make, at
any time, directly or through a third party of its choice, a quantity and quality check and to communicate any fault, defect or non-compliance
to the Seller by any written means within thirty (30) days of the discovery of the fault, defect or non-compliance.
13.2 In the event of any fault, defect or non-compliance with the applicable law and/or specifications listed on the Platform in relation to
Goods delivered to the Customer or to Lazada’s appointed location, or the services rendered, Lazada may request the removal of the Goods,
and all costs and expenses associated with such removal will be borne by the Seller. Alternatively, Lazada may request the Seller to collect the
Goods affected by defects, faults or non-compliance and provide substitute Goods, and all costs and expenses associated with such collection
and substitution will be borne by the Seller, and for services for the Seller to specifically perform the service in the manner prescribed on the
Platform, all costs and expenses associated with such will be borne by the Seller.
13.3 In any case, Lazada reserves the right to demand the compensation of any damage suffered as a consequence of faults, defects and
non-compliances.
13.4 The Seller shall indemnify Lazada from any cost, loss, expense or damage deriving from any third party claims, legal actions or proceedings
brought against Lazada and deriving from or in connection with the sale and use of the defective and/or non- compliant Goods or Services.
14 Failed deliveries and Return of Goods

14.1 If an order failed to be delivered to the Customer, the failed delivery items will be returned to the Seller as soon as possible, but not later than
forty-five (45) days from shipped date. Lazada reserves the right to examine and determine at its own discretion if returned FBL Goods are
sellable despite having been returned and Lazada may dispose of, or return to the Seller, such returned FBL Goods, or if they are sellable, place
such returned products back in the inventory of the Seller.
14.2 Seller will accept returns of Goods as per Lazada’s return policy, which is defined within the following link:
http://www.lazada.com.ph/helpcenter/returns-refunds/#answer-faq-return-ans.
14.3 In case of returns, Lazada will be responsible for the appropriate handling and quality check of the Goods returned, and will act as an
arbitrator for any disputes between the Seller and the Customer.
14.4 Replacement or repair is allowed for returned Goods if the customer expressly demands for it. For failed deliveries. Item refund is the only
option available to Seller.
Refund is allowed for Vouchers and Services if the customer expressly demands for it and if the Seller failed to do the service in the manner as
described on the platform. For failed deliveries, item refund is the only option available to Seller. If a wrong voucher/s is delivered to the
Customer, Seller shall cancel the wrong voucher and deliver the correct voucher within the delivery timeframe as originally stated for the voucher
and service on the platform.
14.5 Unless otherwise agreed in writing by the Parties, Lazada will collect, reconcile and credit to the Seller the Commission related to any
returned Good or failed delivery. Lazada will not credit to the Seller any other charges and/or fees related to any returned Good or failed
delivery. Seller will bear all costs associated with the return and failed deliveries including the Payment Fee and Shipping Fee as this is the cost
of retailing online.
14.6 If the Customer has already been charged for the Order and the return is complying with the returns policy, Lazada will execute
refunds to the Customer. Lazada will route all refunds (and any adjustments) and credit the applicable Customer account. The Seller will reimburse
Lazada for all amounts so credited. Lazada reserves the right to modify or discontinue the mechanism for processing returns and adjustments at
any time without notice.
14.7 Except for any Orders that are fulfilled using Fulfilment by Lazada, Lazada has no obligation to accept any return of Goods at Lazada’s
appointed location. Lazada however may at its sole discretion request that the Goods be returned to Lazada’s appointed location for further
quality inspection. If Lazada, directly or through a third party of its choice, determines during the quality inspection that the returned Good is faulty or
damaged, that the Good cannot be offered to other Customers because of this fault or damage and that this fault or damage has been caused by
the Customer, the Seller will not be liable to accept the returned Good.
14.8 Any items returned by the customer will be returned to the Seller not later than forty-five (45) days from the shipment date. Lazada will
use its best efforts to return the said Goods within a much shorter timeframe. However due to the multiple steps on processing such as time for
the Customer to return, return logistics and quality check and factors which may be beyond Lazada’s control, the same cannot guarantee a fixed
time line.
14.9 Lazada will organize the delivery of returned Goods received at Lazada’s appointed location to the address indicated by the Seller. The
address must be in the country in which the Goods are listed for Sale on the Platform.
14.10 Seller is not allowed to reject a returned item (no upfront rejection), and is required to follow the claims process described in the next
succeeding provision. In case a Seller rejects a returned item, Seller waives its right to file an appeal against Lazada’s return decision and for all
claims against Lazada for the returned Goods.
14.11 Goods that have been shipped for more than forty-five (45) days will be reimbursed to the Seller by Lazada on the next pay out, subject to
the following guidelines: if the goods were returned to the Seller within forty-six (46) to seventy-five (75) days, Lazada shall only pay ten
percent(10%) of the value of the goods to the Sellers computed on the basis of the listing price, and if the goods were returned to the Seller after
seventy-five (75) days, Lazada shall pay the Seller for the full value of the goods, computed on the basis of the listing price.
14.12 Lazada shall not be liable for any claims, demands, liabilities, expenses, losses, cost or damage arising from or relating to the coordination of
the delivery of the returned Goods, the return of the Goods or the quality inspection of returned Goods – including, but not limited to, the decay
of perishable Goods in respect of all direct and indirect losses, special or consequential, including but not limited to loss of revenue, loss of business,
loss of anticipated savings or lost profits.
14.13 The Seller is responsible for any non-conformity or defect in, or any public or private recall of, any of the Goods. The Seller shall promptly notify
Lazada of any such non-conformity, defect, or public or private recall or the threat thereof and cooperate and assist Lazada in connection with
any recalls, including by initiating the procedures for returning Goods to the Seller under the standard processes of Lazada. The Seller will be
responsible for all costs and expenses the Seller, Lazada or any of Lazada’s affiliates incur in connection with any recall or threatened recall of any
of the Goods (including the costs to return, store, repair, liquidate or deliver to the Seller or any vendor any of these products)
14.14 Lazada shall not be responsible for any risk or liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection
with any failed delivery and returned products and will claim all costs incurred in that respect from the Seller.
15 Service Fee
15.1 Lazada will invoice to the Seller a fee (hereinafter “Service Fee”) for the Service provided by Lazada to the Seller (such as the listing of Goods
on the Platform, customer service, or Order processing activities), in accordance with applicable law, according to the Prices indicated in the
Special Conditions, which shall not be subject to any variation subject to the provisions of Article 23.13.
15.2 Unless otherwise agreed in writing, settlement of the invoices shall be effected by setting off against funds received by Lazada from Customers
in respect the Transactions.
16 Payments
16.1 Lazada will collect all payments from the Customer (including all cash on delivery payments) as payment processing agent for the Seller and
will have the exclusive right to do so, and will remit such funds to the Seller in accordance with the Terms. As a payment processing agent,
Lazada shall take no responsibility with respect to the legality of the payment transactions between the Customer and the Seller relating to the
Orders made through the Platform. The Seller undertakes that all payment transactions are in compliance with the applicable law (including anti-
laundering regulations). If expressly authorized by Lazada, a logistics service provider/ carrier of Goods may also collect payments from the
Customer (including cash on delivery payments).
16.2 Lazada will reconcile and pay to the Seller all payments, Service Fees, disbursements, refunds, Default Fees and adjustments (“Payments”) in
accordance with the Terms. Unless otherwise agreed in writing, Payments shall be made on a bi-weekly basis, in accordance with the following
payment mechanism: orders consummated on the first (1st) to the fifteenth (15th) of the month will be paid on the twenty-second (22nd) of the
month and orders consummated on the sixteenth (16th) to the thirty-first (31st) of the month will be paid on the Seventh (7th) day of the next
preceding month.
16.3 If Lazada concludes that the actions and/or performance of the Seller, in connection with the Seller Agreement, the Customer Agreement, the
Term and such third party agreements relating to Seller’s obligation may result in Customer disputes, chargebacks or other third party claims, or there
are any sums owed by the Seller to Lazada, or any claims of third parties against Lazada arising from the Seller’s performance, whether under
purchase order or under any other document, then Lazada may, in its sole discretion, withhold any Payments for the shorter of:
a. A period of ninety (90) days following the initial date of suspension;
b. Completion of any investigation(s) regarding the actions of the Seller and/or performance in connection with the Seller Agreement,
Customer Agreement and the present Terms.
16.4 In case of breach of contract by the Seller, Lazada shall, without limitation, have the right to delay or suspend Payments. Any Payment made
by Lazada shall not in any way be considered as a waiver of its rights under the Terms or the provisions set out in the Order.
16.5 Lazada reserves the right to impose Order value and/or Transaction limits (either a minimum limit or a maximum limit) on some or all Customers
or the Seller relating to the value of any Transaction, the cumulative value of all Transactions during a period of time, or the number of Transactions
per day or other period of time. Lazada will not be liable to the Seller:
a. If Lazada does not proceed with an Order or Transaction that would exceed any limit established by Lazada, or
b. If Lazada permits a Customer to withdraw from a Transaction because the Platform or the Goods are unavailable following the commencement
of a Transaction.
16.6 The Seller shall be responsible for all relevant taxes, duties, fees and other charges arising out of or associated with the Payments, and
the Seller undertakes to Lazada that it shall pay all such taxes, duties, fees and other charges on time. To the extent required by the applicable law,
Lazada shall be entitled to withhold any and all taxes in connection with the Payments. In the event that Lazada is held liable for any taxes in
connection with in connection with the Payments, the Seller shall indemnify Lazada for such tax liability irrespective of when such tax liability is
assessed.
17 Default Fees
17.1 If the Seller violates specific provisions of the Seller Agreement, the applicable laws, ordinances and regulations, or the Seller Agreement in
general, the Seller shall be liable for default fees as stipulated in the Special Terms and Conditions (STC).
17.2 Lazada will invoice to the Seller the Default Fees, if any. Unless otherwise agreed in writing, the payment in respect of Default Fees shall be
effected by setting off against funds received by Lazada from Customers in respect of the Transactions.
17.3 The Seller cannot purchase any assortments of Goods, including its own products in the platform without prior approval in writing by
Lazada. Violation of this provision by the Seller shall result to charging of Default Fees, as scheduled in the Special Terms and Conditions.
17.4 In relation to all types of Fulfilments, performance bond is defined as a sum of money placed by the Seller to Lazada as a security for the
due performance and observance by the Seller of the stipulations under this Agreement including non-compliance behaviour such as circulation
of illicit goods such as counterfeit, illegal or dangerous goods and such other actions as may be determined by local laws.
If the Seller breached the Seller Agreement, Seller shall be subjected to default fees as stipulated in the Special Terms and Conditions. Depending on
the violation of the Seller, Lazada has the sole discretion to charge default fees, temporary deactivation of the SKUs of the Seller, temporary
deactivation of the Seller Account of the Seller, the payment of the performance bond, forfeiture of the performance bond, the permanent
deactivation of the SKUs of the Seller and/or the permanent deactivation of the Seller on the Lazada platform.
Notwithstanding the immediately preceding paragraphs, Lazada shall have the right to pursue further and additional remedies against the
Seller, whether civil, criminal or administrative in nature,
The Seller agrees that the amount of the performance bond may be revised by Lazada from time to time.
Parties agree that within thirty (30) days of termination of this Agreement and subject to due performance of the terms of this Agreement by
the Seller, the performance bond shall be refunded (without interest) to the Seller.
18 Organization and independence of the Seller

18.1 Lazada is not a party to transactions between Customers and the Seller, and the Seller hereby releases Lazada (and its affiliates, agents
and employees) from Claims (as defined in Article 18.4 below), demands and damages (actual and consequential) of any kind and nature, known
and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such transactions.
18.2 The Seller and Lazada are independent contractors, and nothing in the Seller Agreement will create any partnership, joint venture,
agency, franchise or sales representative relationship between the Parties. The Parties mutually acknowledge that the Seller Agreement shall not
cause the establishment of any direct relationship of employment between Lazada and persons who provide services to the Seller. The Seller will
have no authority to make or accept any offers or representations on behalf of Lazada.
18.3 The Seller shall not subcontract any of its rights or obligations under this Agreement without the prior written consent of Lazada.
18.4 The Seller releases Lazada and agrees to indemnify, defend and hold harmless Lazada (and officers, directors, employees and agents) against
any claim, loss, damage, settlement, cost, expense, civil fine, penalty or other liability (including, without limitation, attorney’s fees) (each, a
“Claim”) arising from or related to:
a. The actual or alleged breach or failure to comply by the Seller and/or its employees, agents or contractors of any obligations in the Seller
Agreement or the Customer Agreement;
b. Any sales channels of the Goods owned or operated by the Seller (including the offer, sale, fulfilment, refund, return or adjustments
thereof), the Content Material of the Seller, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any
personal injury, death or property damage related thereto;
c. The taxes of the Seller; or
d. One or more Operator taking legal action against Lazada arising out of or connected with the Seller Agreement.
18.5 Notwithstanding any other provision in this Agreement to the contrary, nothing contained herein shall oblige Lazada or Seller to engage in any
action or omission to act which would be prohibited by or penalized under the laws or regulations of the Philippines or any other country.
18.6 If at any time Lazada reasonably determines that any indemnified Claim might adversely affect Lazada, Lazada may take control of the
defense at the expense of the Seller, in consultation with the Seller on defense proceedings and Seller shall cooperate in all reasonable aspects with
Lazada in relation to the proceedings.
18.7 These Terms will not create an exclusive relationship between Lazada and the Seller. Nothing expressed or implied in these Terms is
intended or shall be construed as giving any person other than the Parties hereto any legal right, remedy, or Claim under or in respect of these
Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole
and exclusive benefit of Lazada and the Seller.
18.8 As between the Seller and Lazada, the Seller will be solely responsible for all obligations associated with the use of any third party service or
feature that the Seller permits Lazada to use on its behalf, including compliance with any applicable terms of use.
18.9 Lazada reserves the right to delegate or sub-contract the performance of any of its functions in connection with the performance of its
obligations under the Seller Agreement and reserves the right to use any service providers, subcontractors and/or agents on such terms as Lazada
deems appropriate.
19 Termination and Withdrawal

19.1 Lazada has the right to unilaterally and immediately terminate the Seller Agreement and the Terms upon the occurrence of any of the
following events:
a. the Seller being in breach of any obligation or warranty under the Seller Agreement and failing to remedy the same within seven (7) days
from receipt of a written notice from Lazada of such breach;
b. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;
c. the making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or
selling any of the Seller’s assets;
d. the Seller making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from
its creditors;
e. the Seller ceasing or threatening to cease to carry on business;
Notwithstanding the foregoing, Lazada will have the right to unilaterally terminate the Seller Agreement and the Terms without cause, at Lazada’s
sole discretion, with fourteen (14) days’ notice to the Seller of such termination.
19.2 The Seller has the right to unilaterally terminate the Seller Agreement within fourteen (14) days after the occurrence of any of the following
events:
a. Lazada delaying payment for more than thirty (30) days without valid reason according to the Terms;
b. Lazada delaying returns for more than sixty (60) days without valid reason according to the Terms;
c. the making of an administration order in relation to Lazada or the appointment of a receiver over Lazada’s assets;
d. Lazada making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from
its creditors;
e. Lazada ceasing or threatening to cease to carry on business;
f. Notwithstanding the foregoing, the Seller will have the right to unilaterally terminate the Seller Agreement and the Terms without cause, at Seller’s
sole discretion, with fourteen (14) days’ notice to Lazada of such termination.
19.3 Before termination of the Seller Agreement, the Seller shall inform Lazada of all concluded agreements entered into with Customers,
which have to be performed. For the avoidance of doubt, the Seller shall remain responsible for the fulfilment of the pending Orders according
to the specific fulfilment model agreed with Lazada. If the Seller fails to do so, Lazada may cancel the Orders and may impose the Service Fee
applicable to that Orders plus a Default Fee on the Seller in accordance with Article 17.1, to be deducted from any Payments to be paid by Lazada
to the Seller.
20 Industrial and intellectual property rights

20.1 The Seller represents and warrants to Lazada that it is the owner or has lawful rights with respect to patents, copyrights, trade secrets,
trademarks, trade names, or other intellectual property rights relating to the Goods and the Content Material and it is not aware of any claims
made by any third party with regard to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual
property right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion,
manufacture, sale, distribution or use of the Goods and by this representation to not infringe on the above mentioned rights directly or indirectly.
20.2 The Seller agrees to release, defend, protect, indemnify and hold Lazada and its affiliates harmless from and against any and all costs
(including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any
alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property rights infringement or other claim,
demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods.
20.3 The Seller shall not be entitled to use any intellectual property belonging to Lazada without Lazada’s prior approval in writing.
21 Confidentiality
21.1 For purposes of the Terms, “Confidential Information” means any data or information that is proprietary to Lazada, its affiliates, subsidiaries or
affiliated companies, and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including,
but not limited to:
a. any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present
or future business activities of such Party;
b. any past or present performance results, including orders and volumes;
c. any plans and strategies for expansion;
d. any products or services, and customer or supplier lists;
e. any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
f. any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code,
object code, flow charts, databases, inventions, information and trade secrets; and
g. any other information that should reasonably be recognized as confidential information of the disclosing party. Confidential Information
need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.
21.2 The Seller shall not disclose Confidential Information, except with the prior written consent of Lazada. The Seller may only use the Confidential
Information for the purpose of performing the Seller Agreement, and not for any other purposes. Notwithstanding the foregoing, the Seller may
disclose Confidential Information for any of the following reasons:
a. to comply with the mandatory provisions of applicable Law or the rules of any recognised jurisdiction;
b. the information is properly disclosed to the professional advisers, auditors or bankers of the Seller, provided that the recipient first agrees not to
disclose the information;
c. the information is in the public domain, other than through a breach of this clause;
d. for the purposes of any arbitration or legal proceedings arising from the Seller Agreement; and
e. to any governmental authority at their request.
21.3 The rights and obligations of the Seller under this Article 20 shall survive termination of Seller Agreement.
21.4 Return of Confidential Information:
a. The Seller shall return and redeliver to Lazada all tangible material embodying the Confidential Information provided hereunder and all minutes,
notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or
materials (hereinafter “Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the
form of image, data or word processing files either manually or by image capture, (hereinafter “Copies”) based on or including any Confidential
Information, in whatever form of storage or retrieval, upon the earlier of:
(i) the termination of the Seller Agreement;
(ii) at such time as Lazada may so request.
The return of such documents must be performed within twenty-four (24) hours after the occurrence of the events referred to above.
b. However, the Seller may retain such of Lazada’s documents as is necessary to enable it to comply with its document retention policies.
Alternatively, the Seller, with the written consent of Lazada may (or in the case of Notes, at the Seller’s option) immediately destroy any of
the foregoing embodying Confidential Information (or the non-recoverable data erasure of computerized data) and, upon request, certify in
writing such destruction by officer of the Seller supervising the destruction.
21.5 No warranties are made by either Party under these Terms. The Seller understands that no representation or warranty as to the accuracy or
completeness of the Confidential Information is being made by Lazada.
22 Force Majeure
22.1 Lazada shall not be liable to Seller or be deemed to be in breach of the Seller Agreement by reason of any delay in performing or
any failure to perform any of Lazada’s obligations if the delay or failure was due to any event or cause beyond Lazada’s reasonable control
(each an event of “Force Majeure”). Without prejudice to the generality of the foregoing, the following shall be regarded as events of Force
Majeure:
a. Act of God, explosion, flood, tempest, fire or accident;
b. War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;
c. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority:
d. Import or export regulations or embargoes;
e. Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Lazada or of a third party);
f. Health epidemics declared by the World Health Organization;
g. Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery; and,
h. Power failure or breakdown in machinery.
22.2 Upon the occurrence of any of the events set out in Article 22.1, Lazada may, at its option, fully or partially suspend
delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events set out in Article
22.1 shall continue for a period exceeding one (1) month, Lazada may forthwith terminate the Seller Agreement upon giving notice in writing to the
Seller.
23 Miscellaneous
23.1 Compliance with law: In its performance under this Agreement or any Customer Contract, Seller shall strictly comply with all applicable
laws, treaties, ordinances, codes and regulations, and specifically with any personal data protection, import and export, and health, safety and
environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local)
where this Agreement may be performed. Upon Lazada’s request, Seller shall provide any written certification, licenses, permits, approvals or
registrations as proof of compliance required by any l law, ordinance, code, or regulation. For avoidance of doubt, Seller shall only use and/or
disclose personal data received from Lazada solely for the purpose of performing its obligations under this Agreement or any Customer Contract
and in accordance with the requirements under the applicable personal data protection laws and regulations and in manner that ensures
Lazada remains in compliance with the requirement under the applicable personal data protection laws and regulations.
23.2 Seller warrants that it is an entity duly organized, valid and existing under the laws of the Philippines or under the laws of its respective
jurisdictions, that all corporate actions and/or authorizations and/or approvals on the part of the Seller and the Seller’s board of directors,
owner/s, or partner/s, and officers necessary for the authorization and execution of this Agreement, and the performance of all obligations
herein, have been taken prior to the execution of the Agreement, and this Agreement, when executed shall constitute a valid and legally
binding and enforceable obligation of the Seller, in accordance with the terms, and that the entry into and the performance by the Seller of the
obligations and/or transactions contemplated by this Agreement do not and will not conflict with any law, order, rule or regulation applicable to
the Seller, any provision of the Seller’s Articles of Incorporation and By-Laws or any agreement, contract or instrument binding upon it or any of its
assets, real or personal.
23.3 At all times during the Term, Seller must comply with all of the standards and manuals prescribed by Lazada. Lazada may at any time
change any of the standards or manuals or introduce new standards or manuals by giving notice to the Seller via Sellers’ Centre or in
accordance with the Terms of this Agreement. Seller acknowledges and agrees that such changed or introduced standards or manuals will
bind Seller upon receipt of Lazada's notice, and Seller will implement such changes or introductions required to ensure that it complies with the
standards and manuals. The standards and manuals are incorporated by reference into this Agreement.
23.4 The Platform, Seller Center and the Services are provided on an "as is" basis. Except as expressly provided for in the Seller Agreement,
Lazada makes no other representations or warranties of any kind, express or implied, including: i) the implied warranties of merchantability, fitness
for a particular purpose, title, and non-infringement; ii) that the Platform, Seller Center or the Services will meet Seller's requirements, will always be
available, accessible, uninterrupted, timely, secure, or operate without error; ii i) that the information, content, materials, or products included on
the Platform or Seller Center will be as represented by Lazada, available for sale on a timely manner, lawful to sell, or that Lazada or the Buyers
will perform as promised; iv) any implied warranty arising from course of dealing or usage of trade; and v) any obligation, liability, right, claim, or
remedy in tort, unless arising from acts of fraud, negligence or willful misconduct by Lazada. Seller acknowledges that any information and any
materials provided by or through the Platform, Seller Center and the Services, may contain inaccuracies or errors and Lazada expressly
excludes liability for any such inaccuracies or errors to the fullest extent permitted by Law. Any link found on the Platform or Seller Center is
provided for Seller's convenience to provide further information. It does not signify that Lazada endorses the website and Lazada has no
responsibility for the content of the linked website.
23.5 To the maximum extent permitted by applicable law, Lazada will not be held liable for any damages of any kind, including direct, indirect,
incidental, punitive, and consequential, arising out of or in connection with the Seller Agreement, the Customer Agreement, the Platform,
Seller Centre, the Services, the inability to use the Services, the Goods, the Products, or from messages received or transactions entered into,
provided that Lazada will compensate Seller for any direct damages : i) resulting exclusively, or primarily from Lazada's fraud, gross negligence or
willful misconduct; and ii) as provided under Articles 8 (risk of credit card fraud) and 12 (Fulfilment By Lazada) of the Terms. Unless they are directly or
indirectly the result of fraud, negligence or willful misconduct of Seller, its agents or contractors, Seller will not be held liable for any indirect,
incidental, punitive, and consequential damages arising out of or in connection with the Seller Agreement.
23.6 The actual or future invalidity or ineffectiveness of one or more provisions in these Terms shall not affect the validity or effectiveness
of the whole document.
23.7 The failure of a Party to exercise its rights in case of breach of contract by the other Party shall not be considered as a waiver of its rights
under the Terms or under the applicable law.
23.8 The Seller shall not be liable for the delayed or total or partial non-fulfilment of its obligations under the Seller Agreement if such delay or non-
fulfilment is due to an event of Force Majeure. In case the event of Force Majeure prevents the Seller from performing its obligations for more than five
(5) consecutive days, Lazada shall be entitled to terminate the Seller Agreement.
23.9 The Seller represents that it is familiar with the all applicable anti-bribery and corruption laws in any business dealings and activities
undertaken in connection with this Agreement, and will not undertake any actions that may violate the anti-bribery and corruption laws.
Accordingly, Seller hereby agrees that:
a. Seller will not employ/retain a person who is a governmental official or employee, including employees of government-owned or government-
controlled corporations, agencies or bodies, unless services retained are bona fide consulting work and – where required – retained official has
obtained necessary approvals by competent authorities/employer to be retained for said consulting services.
b. Seller will not, directly or indirectly, make any payment, offer or promise to make any payment or transfer of anything of value to a
governmental official or employee, or to any political party or any candidate for political office, with the purpose of influencing decisions
favourable to Lazada’s business in contravention of the anti-bribery and corruption laws.
c. Seller will promptly advise Lazada in writing in the event that any person employed by or associated with Seller becomes such government
official, political party official or candidate, unless services retained are bona fide consulting work and – where required
– retained official has obtained necessary approvals by competent authorities/employer to be retained for said consulting services.
d. Seller shall maintain true and accurate records necessary to demonstrate compliance with this Agreement and shall provide to Lazada a
written certification of such compliance upon simple request.
e. Lazada shall have the right to audit such books and records of Seller for the purposes of assessing compliance with the provisions in this
Agreement subject to reasonableness as to place, date and time of said audit, all to the extent such books and records relate to Seller’s
performance under this Agreement.
f. If the Seller fails to comply with any of the provisions of this Agreement (irrespective of the size, nature or materiality of such violation), such
failure shall be deemed to be a material breach of this Agreement and, upon such failure, Lazada shall have the right to terminate this
Agreement with immediate effect upon written notice to Seller, without penalty or liability of any nature whatsoever.
23.10 The Seller shall comply, and shall ensure that each of its principals, owners, shareholders, officers, directors, employees and agents
complies, with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with this Agreement.
23.11 The singular of terms used in these Terms includes the plural and vice versa, unless the context otherwise requires.
23.12 Any reference to national, provincial, local or foreign rules or provisions are meant to also include all provisions and regulations issued pursuant
to such provisions, unless the context otherwise requires.
23.13 Lazada reserves the right to change any of the terms and conditions contained in these Terms or any fees, procedures, Policies
governing the Services (including any Schedules, Packaging Guidelines (Please refer to Annex - 1), and Shipping Fees in the Special Conditions),
the Platform or Seller Center, at any time and in its sole discretion. These changes will take effect (14) days from notification by notice to Seller or
posting on the Platform or Seller Center. Changes to Policies may be posted without notice. Seller is responsible for reviewing the notices and
Policies. Seller's continued use of this Platform and the Services following the changes will constitute Seller's acceptance of such changes and if
Seller does not agree to any changes to these Terms or to the Policies, Seller must discontinue the use of the Services, the Platform or Seller
Center, or Lazada may discontinue Seller’s use of the Services, the Platform or Seller Center (except to the extent required herein) and the Seller
Agreement will be terminated.
23.14 The terms and conditions of Articles 18.4, 18.5, 18.6, 19.3, 20 and 21 shall survive the termination for any reason whatsoever of the Seller
Agreement.
23.15 This Seller Agreement constitutes the entire agreement of the Parties and supersedes all previous understandings, undertakings and
agreements (whether oral or written, and formal or informal).
24 Claims, Applicable Law, Venue and Arbitration

24.1 These Terms are in English, which language shall be controlling in all respects. These terms are governed by the law of the Philippines.
24.2 Any claim of the Seller under the Seller Agreement must be submitted to Lazada within eighty-two (82) days from the shipped date of the Order
or seven (7) days from the receipt of the Good(s), whichever is earlier. For the avoidance of doubt, after the lapse of this period, the claim shall not
be entertained.
24.3 All claims must be submitted by Seller to Lazada using the claims form found in the Seller Center.
24.4 The following are the valid grounds for claims by the Seller:
a. Lost items
b. Items not returned to the Seller after the lapse of the periods stipulated under Article 14
c. Damaged Items or Damaged Packaging, subject to the provisions of Article 9
d. Incorrect returns, subject to the provisions of Article 14
e. Missing parts or free items
f. Missing Sales Invoices or Original Receipts
24.5 The reason for the claim shall be stated in the claims form, and the ground must be valid, otherwise, the claim may be considered as
fraudulent, incorrect or groundless, in which case, Seller shall be liable for such fraudulent, incorrect or groundless claim. In addition, the claims
form must indicate the Seller Number, Order Number, and item identification, and should include the following, according to applicability and
relevance: the carrier manifest, the return number, pictures of the item or goods, proof of sales invoice release, affidavits, and other such documents
that Lazada may request or require.
24.6 After the receipt of the claim, Lazada shall evaluate the claim within a reasonable time frame.
24.7 Lazada shall be the sole arbiter of the claims of the Seller. Depending on the claims relied upon and the proof submitted, a claim may be
denied or approved, and such denial or approval shall be communicated to Seller within a reasonable time frame. However, if Lazada determines
that it cannot decide on the claim within a reasonable time frame, Lazada may request for such other additional documentation from the Seller.
24.8 Seller is not allowed to appeal the denial of the claim by Lazada. Seller shall be held liable for fraudulent, incorrect or double claims, to the
extent of the value of the claim.
24.9 Lazada shall credit to the Seller the approved claims in the next payout period immediately following the rendition of the decision.
24.10 The payment of the claims by Lazada to Seller represents Lazada’s total liability for any obligations that Lazada or its agents or representatives
may have for the claim of the Seller.
24.11 Both parties shall settle, to the extent reasonably practicable, by negotiation, discussion, and agreement, any question, query or dispute arising
out of this Agreement.
24.12 Any dispute arising from the enforcement or the interpretation of the terms of this Agreement shall be settled by arbitration in accordance
with the Alternative Dispute Resolution Act of 2004 (or R.A. No. 9285). In the event that the dispute has not been resolved by arbitration within
sixty (60) days of initiating said procedure or if a party elects not to undergo such procedure, either party may bring the matter to the proper courts
of Makati City, to the exclusion of all other courts.
ANNEX-1 PACKAGING GUIDELINES
(For Drop-Ship Fulfilment only)
These Packaging Guidelines (Please refer to Annex - 1) may be amended by Lazada from time to time, the amendments of which shall be
communicated to the Seller through the appropriate channels. In addition, these Packaging Guidelines (Please refer to Annex - 1) may be
supplemented by guidelines that will be provided by Lazada’s appointed logistics provider. The guidelines that will be provided by Lazada’s appointed
logistics provider shall be communicated to the Seller. The effectivity of any changes is subject to the provisions of the General Terms and Conditions.
Seller obligations
• The Seller shall be responsible for wrapping and packaging the Good(s) ordered for shipment, at its own expense, in compliance with the
specifications and requirements provided in this Annex. In any case, the packaging shall guarantee the integrity of the Good(s) as well as of
the related product primary packaging. Packaging should be robust enough to protect the integrity of both the product and its primary
packaging throughout the supply chain that includes the following:
1) Delivery to customer
2) Failed Delivery that results in return or any other process that subjects both the product and its primary packaging to additional hazards.
• Failure to comply with the Packaging Guidelines (Please refer to Annex - 1) shall render the Seller liable for a default fee. In this case, the Seller
reserves no rights to claim against the Carrier or Lazada for any damage incurred to such Goods during transportation, subject to the provisions
of the General Terms and Conditions.
• Lazada or the Carrier or any of Lazada’s appointed logistics provider shall not be liable for any damage during the transportation of the
Goods should the packaging requirements for the type of goods not meeting the standards stated in these Packaging Guidelines (Please refer
to Annex - 1).. Packaging at all times must be sufficient to protect the integrity of both the product or Good(s) and the primary packaging.
Products or Good(s) should not have mobility within the packaging and should be contained in a way that protects and preserves the integrity
of the product and its primary packaging throughout the supply chain. The product or good should be secure and free from movement within
the packaging.
NB Packaging Terminology
• RSC/FEFCO 0201 refers to the style/cut of the corrugated box and is the most common style in the industry
• 125 = gsm paper thickness of both the face (outside) and inside liner
• T = Test (% recycled material) / K=Kraft (100% virgin paper material). T/K can be used interchangeably but T is generally more cost effective than
K.
• B Flute or E Flute refers to the middle layer as per the picture
• ECT – Edge Crush Test. This is a true performance test and is directly related to the stacking strength of a carton. ECT is a measure of the edgewise
compressive strength of corrugated board. ECT 23 has a maximum load of 20 lbs (9.1KG) whilst ECT 26 has a maximum load of 35 Lbs (15.87 Kg).
• Paperboard Corner Supports
Lazada obligations
Lazada shall use its best endeavors to:
• support the Seller with questions or queries on packaging recommendations;

• provide packaging materials the cost of which shall be borne by the Seller and will be charged by Lazada;
• provide supporting materials; and
• provide training on packaging process.
Packaging Specifications & Requirements
Packaging Specifications & Requirements shall apply to, including without any limitation, the following types of Good(s) or Product(s):
Television, Video & Audio
a) Small products (USB cables, Adapters, Cables etc.) need to be packed in an envelope/ a pouch.
b) Below 10kg products
(i) The use of paperboard corner supports should be used to protect the integrity of the primary packaging (see above)
(ii) Bubble wrap covering the entire product and/or primary packaging if applicable should be used
(iii) Polystyrene foam chips and/or shredded paper fills the voids inside of carton box and avoids product mobility/migration inside carton box
throughout the supply chain.
c) Above 10kg products and TVs of any weight must be packed in the following process listed below:
Metro Delivery:
(i) The use of paperboard corner supports should be used to protect the integrity of the primary packaging (see above)
(ii) Polystyrene foam covering outer sides and corners of carton box to protect the integrity of the primary packaging
(iii) Bubble wrap – sufficient enough to protect against impact, shock, vibration throughout the duration of the supply chain. As a guideline high value
goods should be wrapped at least twice in bubble wrap.
(iv) Stretch wrap – sufficient enough to compress the bubble wrap to the contours of the primary packaging/product to avoid damage as a result of
environmental conditions such as temp/humidity and moisture.
(v) Nationwide Delivery: Dual walled corrugated box to pack the items (the Seller can prepare materials themselves or contact the applicable Carriers
for quotation)
Mobiles & Tablets
a) Corrugated box: Regular Slotted Container (RSC) FEFCO 0201 style with specification 125T-E-125T or Edge Crush Test (ECT) 26
b) Bubble wrap-covering entire product and/or primary packaging.
c) Bubble wrap must be sufficient enough to protect against impact, shock, vibration throughout the duration of the supply chain. As a guideline
high value goods should be wrapped at least twice in bubble wrap and the product should be free from movement within the corrugated box
d) Polystyrene foam chips and/or shredded paper fills the voids inside of carton box and avoids product mobility/migration inside carton box
Computers & Laptops
a) Corrugated box: Regular Slotted Container (RSC) FEFCO 0201 style with specification 125T-B-125T or Edge Crush Test (ECT) 23
Cameras
a) Corrugated box: Regular Slotted Container (RSC) FEFCO 0201 style with specification 125T-E-125T / Edge Crush Test (ECT) 26 or 125T-B-125T Edge
Crush Test (ECT) 23
Fashion & Accessories
a) Packed in cement paper cover with plastic

b) Carton boxes are preferred and ensure to avoid any damage
c) For shoes please place into a corrugated carton box Regular Slotted Container (RSC) FEFCO 0201 with specification 125T-B-125T Edge Crush
Test (ECT) 23
Groceries
For Grocery Items with Glass and Fragile packaging:
a) Thick foam piece in the bottom of the carton box.

b) Bubble wraps-covering the entire product.
c) Covered product to be positioned in the carton box
d) For 2 or more products: cardboards have to be positioned between products to avoid collision
e) Foam layers to cover the products securely and avoid product mobility inside carton box.
f) Stick “Fragile Products” or “Perishable” (if applicable) Sticker onto the carton box.
g) For Grocery Items with Non-glass/ Non-fragile packaging and below 10kg products
h) Bubble wraps covering entire product
i) Polystyrene foam covers inner sides of carton box and avoids product mobility inside carton box.
Non-glass/fragile and above 10kg products
a) Metro Delivery: Usage of polystyrene foam covering outer sides of carton box, before wrapping in bubble.
b) Nationwide Delivery: Use wood frames or crate to pack the items (the Seller can prepare materials themselves or contact the applicable Carriers
for quotation)
Home Appliances
Below 10kg products
a) Corrugated box: Regular Slotted Container (RSC) FEFCO 0201 with specification 125T-B-125T Edge Crush Test (ECT) 23
b) Bubble wrap covering the entire product and/or primary packaging if applicable
c) Polystyrene foam chips and/or shredded paper fills the voids inside of carton box and avoids product mobility/migration inside carton box
Home & Living
Glass and Fragile products:
a) Corrugated box: Regular Slotted Container (RSC) FEFCO 0201 style with specification 125T-B-125T Edge Crush Test (ECT) 23
b) Thick foam pad placed in the bottom of the carton box.
c) Bubble wrap covering the entire product.
d) Covered product to be positioned in the carton box
e) For 2 or more products: cardboard has to be positioned between products to avoid collision
f) Foam layers to cover the products securely and avoid product mobility/migration inside the carton box.
g) Stick “Fragile Products”, “This way up” Notification onto the carton box.
Non-glass/fragile and below 10kg products
a) Bubble wrap covering entire product

b) Polystyrene foam chips and/or shredded paper fills the voids inside of carton box and avoids product mobility/migration inside carton box
Non-glass/fragile and above 10kg products and gas stoves of any weight
a) Metro Delivery: Polystyrene foam covering outer sides and corners of carton box to protect the integrity of the primary packaging
b) Nationwide Delivery: Use wood frames, crate or dual walled corrugated box to pack the items (the Seller can prepare materials themselves or
contact the applicable Carriers for quotation)
Watches, Jewelry, Glasses
Crush Test (ECT) 23
Health & Beauty
Crush Test (ECT) 23
Mother & Babies
a) Bubble wrap covering entire product and/or primary packaging.
Travel & Luggage
a) Bubble wrap – sufficient enough to protect against impact, shock, vibration throughout the duration of the supply chain. As a guideline high
value goods should be wrapped at least twice in bubble wrap.
Automotive Accessories
a) Small products need to be packed in an envelope/pouch*.
Other products
a) Bubble wrap – sufficient enough to protect against impact, shock, vibration throughout the duration of the supply chain. As a guideline high
value goods should be wrapped at least twice in bubble wrap.
Sports & Outdoors
Crush Test (ECT) 23
Packaging Process Recommended
Lazada provides a Packaging Process Recommended to facilitate the Seller in selecting the right packaging materials as well as packaging steps in
order.
Step 1. Filling Package: use materials as mentioned (e.g. foam chips, bubble wrap, shredded paper) above to fill void spaces and prevent the
movement of the Goods inside the box during transportation.
Step 2. Put all relevant documentation of products: bills, insurance papers, user manuals, invoices, warranty documents inside the package.
Step 3. Sealing the package: Apply tape evenly across flaps and seams to both the top and bottom of the outer box. Ensure that packaging is properly
sealed.
Step 4. Addressing and Labeling the Package: Place Lazada Invoice or Shipping label flat on the surface of the package which is printed from Seller
Center.
Notes: In case of positioning Goods: The Seller is advised to put the Product(s) or Good(s) at the center of the box. Depending on the weight & size of
the Goods, the Seller shall at its sole discretion choose the right carton box type that fit to such Goods.
The Seller shall wrap and pack its Goods for transportation in reference to the Table 1 – Standard Packaging Material of this Annex. Lazada shall support
the Seller in identifying the right materials to be used for packaging. Lazada shall be not be held responsible for any mis-use of the materials or mis-
packaging of the Goods caused by the Seller.
Table 1 Standard Packaging Material
Carton Box
Needs to fit the product size,

applicable for most product types
Parcel Tape
Bind products and keep the

products not to fall out during
delivery
Bubble Wrap
Avoids liquid entry and

shock/damages
Foam
Elastic, water absorption,

cushioning to reduce collision
impacts.
Wooden frame/crate
For heavy products as gas stove,

microwaves, ovens, TVs
– in depend-ence of
transportation requirements.
Soft Foam
Prevent scratches to wrap fragile

products such as glass or
electronic devices.
Cement Paper
High sustain and waterproof to

cover mild goods like towels and
clothes

NON-COOP Seller Agreement

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NON-COOP Seller Agreement

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ADDENDUM

is entered into this ___ day of ____ 20___

It is hereby agreed by both parties:

The LazMall Programme shall comprise:

(b) the addition of the Seller’s Goods on the LazMall Channel;

(e) availability of a dedicated "LazMall" customer service team; and/or

Electronics Accessories Cameras Camera Accessories 5%

Electronics Accessories Cameras Drones 5%

Electronics Accessories Cameras Instant Camera 5%

Electronics Accessories Cameras Lenses 5%

Electronics Accessories Mobiles & Tablets Mobile Accessories 5%

Electronics Accessories Mobiles & Tablets Tablet Accessories 5%

Electronics Cameras Devices Cameras Bridge 5%

Electronics Cameras Devices Cameras Car Cameras 5%

Electronics Cameras Devices Cameras DSLR 5%

Electronics Cameras Devices Cameras Mirrorless 5%

Electronics Cameras Devices Cameras Optics 5%

Electronics Cameras Devices Cameras Point & Shoot 5%

Fashion Bags & Travel Bags and Travel Kids Bags 5%

Fashion Bags & Travel Bags and Travel Men Bags 5%

Fashion Bags & Travel Bags and Travel Travel 5%

Fashion Bags & Travel Bags and Travel Unisex Bags 5%

Fashion Bags & Travel Bags and Travel Women Bags 5%

Fashion Bags & Travel Bags and Travel (blank) 5%

Fashion Fashion Fashion - 5%

Fashion Fashion Fashion Boys 5%

Fashion Fashion Fashion Fashion 5%

Fashion Fashion Fashion Girls 5%

Fashion Fashion Fashion Kids Unisex 5%

Fashion Fashion Fashion Men 5%

Fashion Fashion Fashion Unisex 5%

Fashion Fashion Fashion Women 5%

Fashion Fashion Fashion (blank) 5%

Fashion Sports & Outdoors Sports & Outdoors - 5%

Fashion Sports & Outdoors Sports & Outdoors Accessories 5%

Fashion Sports & Outdoors Sports & Outdoors Fan Shop 5%

Fashion Sports & Outdoors Sports & Outdoors Outdoor Recreation 5%

Fashion Sports & Outdoors Sports & Outdoors Racket Sports 5%

Fashion Sports & Outdoors Sports & Outdoors Team Sports 5%

Fashion Sports & Outdoors Sports & Outdoors Water Sports 5%

Fashion Sports & Outdoors Sports & Outdoors (blank) 5%

FMCG Groceries Groceries Bakery 5%

FMCG Groceries Groceries Baking & Cooking 5%

FMCG Groceries Groceries Beverages 5%

FMCG Groceries Groceries Breakfast 5%

FMCG Groceries Groceries Candy & Chocolate 5%

FMCG Groceries Groceries Fresh Produce 5%

FMCG Groceries Groceries Frozen 5%

FMCG Groceries Groceries Gourmet Food and Gifts 5%

FMCG Groceries Groceries Laundry & Household 5%

FMCG Groceries Groceries Meat & Seafood 5%

FMCG Groceries Groceries Snacks 5%

FMCG Groceries Groceries Tobacco 5%

FMCG Groceries Groceries Wines, Beers & Spirits 5%

FMCG Groceries Groceries (blank) 5%

FMCG Health & Beauty Health & Beauty - 5%

FMCG Health & Beauty Health & Beauty Beauty Tools 5%

FMCG Health & Beauty Health & Beauty Food Supplements 5%

FMCG Health & Beauty Health & Beauty Fragrances 5%

FMCG Health & Beauty Health & Beauty Hair Care 5%

FMCG Health & Beauty Health & Beauty Makeup 5%

FMCG Health & Beauty Health & Beauty Medical Supplies 5%

FMCG Health & Beauty Health & Beauty Men's Care 5%

is entered into this _ day of 20_