SUPPLIERS’ GENERAL TERMS AND CONDITIONS OF PURCHASE

The Suppliers’ General Terms and Conditions of Purchase shall apply if reference was made to them in any agreement (including but not limited to a retail trading agreement or a purchase order) between the Purchaser (as defined below) and the Supplier (as defined below) in relation to the purchase of Products (“Purchase Terms”). The Purchase Terms shall be binding as between the Purchaser and the Supplier, and any agreement which incorporates the Purchase Terms shall be referred to as the “Agreement”. In the event of any conflict and/or inconsistency between the terms set out herein and any other agreement, the terms herein shall prevail to the extent of such inconsistency.

The Parties (as defined below) agree that any of the Supplier’s business terms and conditions shall be rejected and shall not be incorporated into these Purchase Terms or any other agreements, regardless of whether it is a common industry practice or reference was made to them in relation to any correspondence, website, Supplier’s order acceptance and/or invoices.

1. Definitions. 

• Affiliates: shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Lazada Group S.A, which shall for the avoidance of doubt, also include PT Ecart Services Indonesia; Ecart Services Malaysia Sdn. Bhd.; Lazada E-Services Philippines, Inc.; and Lazada Limited (a registered company in Thailand).
• Business Day: a day (other than a Saturday, Sunday or a public holiday) on which commercial banks are opened for business.
• Claim: any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity
• “Confidential Information” means any data or information that is proprietary to the Purchaser and/or its related corporations, and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed.
• Force Majeure: any event or cause beyond a Party’s reasonable control such as, but not limited to: (i) act of God, explosion, flood, tempest, fire or accident; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; (iii) acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Purchaser or of a third party); (vi) health epidemics declared by the World Health Organization; and (vii) health emergencies declared by the local government.
• Inadequate Product: shall have the meaning ascribed to it in clause 4
• Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, trademarks, trade and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual or industrial property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which now or in the future, subsist anywhere in the world.
• Parties: shall mean collectively, the Purchaser and the Supplier, and each of them shall be referred to as a “Party”.
• Personal Data: any personal information as defined by the applicable personal data protection laws and regulations, pertaining, but not limited, to the Purchaser’s employees, agents, consultants and customers.
• Platform: Purchaser’s website/app (http://lazada.sg) and other prospective websites and/or services) or any other Internet domain or mobile application property of the Purchaser or of any of the Purchaser’s Affiliate.
• Product: the items that are the object of the Purchase Terms or Agreement.
• Purchase Order: A purchase request listing the goods, price and/or quantity that the Purchaser intends to purchase from the Supplier.
• Purchaser: shall mean Lazada Singapore Pte. Ltd, RedMart Limited, any of their Affiliates, and/or any entity under the Lazada Group.
• Return Request: shall have the meaning ascribed to it in clause 4

2. General Terms of Supply.

• Supplier shall supply the Products in accordance with (i) any Agreement entered into between the Parties; and/or (ii) any Purchase Order.
• Unless otherwise agreed in writing between the Parties:
• there shall be no minimum order quantity agreed for any Products by the Purchaser;
• these Purchase Terms does not constitute an exclusive purchasing agreement with the Supplier, and Purchaser retains the right at any time to obtain any Products from any source; and
• the Supplier shall not impose any credit limit towards the total amount of purchases which the Purchaser is entitled to make in aggregate under each or all of the Purchase Orders.

3. Delivery of Products.

• Unless otherwise specified by the Purchaser, all Products will be delivered to the warehouse or location designated by the Purchaser on the delivery date and time as specified in the Purchase Order.
• The Supplier will notify the Purchaser without delay when it determines that it is at reasonable risk of not being able to supply the Products in accordance with the delivery date or there is any risk of shortage, and the Purchaser may, at its sole discretion, grant the Supplier a grace period to fulfil the order. Purchaser reserves the right to cancel, without penalty to the Purchaser, any Purchase Order that has not been fulfilled and/or for which the above grace period has not been sought and granted.
• Prior to shipment, the Supplier will (hygienically) pack and protect the Products (and if applicable, with good quality pallets) delivered in order to prevent damage to the Products before they reach their destination.
• If applicable, the Supplier will ensure that the Purchaser is at all times supplied with updated shipment tracking information for the Products.
• If applicable or unless agreed otherwise between the Parties, the shipping of any and all Products to the Purchaser’s designated location shall be made Delivery Duty Paid (DDP) in accordance with Incoterms 2010.
• The Purchaser’s confirmed receipt of delivery of the Products by the Supplier at the designated warehouse or location does not: a) indicate or imply that any Products have been delivered free of loss or damage; b) indicate or imply that the Purchaser actually received the number of units of Products specified in the Purchase Order; or c) waive, limit or reduce any of the Purchaser’s rights under this Agreement.
• The Purchaser reserves the right to direct, change, implement scheduling restrictions or volume limitations on, the delivery of the Products to the Purchaser’s designated location, and the Supplier will comply with such restrictions or limitations.
• If applicable, the delivery of the Products shall also be done in accordance with the Purchaser’s supplier manual.

4. Inspection of Products.

• The Purchaser shall have the right to inspect the Products within fourteen (14) days from the receipt of the Products.
• During inspection, the Purchaser may determine whether the Products are: (i) damaged; (ii) contaminated; (iii) defective;(iv) rancid; (v) counterfeits; (vi) subject to recall by any government authority, the Product’s manufacture or a distributor; (vii) not in compliance with applicable laws relating to food, drugs and/or medicine; (viii) not in compliance with applicable consumer product safety rules, standards or regulations, or any other applicable laws and regulations; (ix) not in compliance with the Purchaser and/or its Affiliates’ quality assurance guidelines; (x) determined by the Purchaser to have a safety, health, or liability risk to the Purchaser, its personnel or any third party; and/or (xi) for any reasons whatsoever which the Purchaser deemed the Products are unfit for sale (each, a “Inadequate Product”).
• The Purchaser may return any Inadequate Product by issuing a return request (“Return Request”). In cases where the Inadequate Product cannot be returned for whatsoever reason, the Purchaser may dispose of the Inadequate Product in any manner which it deems fit. The Supplier shall reimburse the Purchaser any reasonable costs or expenses incurred with the return or disposal of the Inadequate Product.
• In the event of the wrong Products being delivered during the period of inspection, the Purchaser may issue a Return Request and the Supplier will, within two (2) Business Days from being so notified by the Purchaser, at the Purchaser's option: a) ship replacement Products; or b) process a refund to the Purchaser.
• Where applicable, the Supplier may also be issued with a Supplier’s Manual, and the Purchaser may issue a Return Request on any Product if the Supplier fails to comply strictly with the Supplier’s Manual.

5. Title and Risk.

Subject to a Return Request being issued, title to the Products shall pass to the Purchaser only upon the earlier of the Purchaser’s acceptance of the delivery of the Products. Risk in the Products shall remain with the Supplier until the acceptance of the delivery. the Purchaser will have no liability whatsoever related to the Products including their shipping, storage, delivery delays, damage or loss until such acceptance.  

6. Product Recall.

The Supplier shall provide the Purchaser with immediate written notice in the event of any Product recall or safety alert. The Supplier shall indemnify the Purchaser for all reasonable costs the Purchaser incurs for the recall and for issuing any required notices, information, and/or documents in respect of the recall or notification of the safety alert.

7. Unsold Products.

Depending on the nature of the Products, in the event that the Products purchased under a Purchase Order remains unsold for more than 60 days on the Platform, the Purchaser may, at its sole discretion, elect to either (a) return the Products back to the Supplier; or (b) deemed this as a non-returnable good, mutually agree on a non-returnable good allowance to be given to the Purchaser.

 8. Insurance. 

• Supplier at its own cost shall be at all times adequately insured with a reputable insurer, against all insurable liability in respect of the Products and under these Purchase Terms including all Purchase Orders. Product liability insurance must provide coverage with respect to claims involving bodily injury or property damage arising out of or in connection with Products.
• At the request of the Purchaser, the Supplier shall supply copies of the relevant insurance certificates to the Purchaser.

9. Intellectual Property.

• Supplier undertakes and represents to the Purchaser that it has all rights and ownership, or is a licensed user of, all Intellectual Property Rights in relation to the Products including the packaging, advertising, labels, and other materials contained on, with, or relating to the Products.
• Supplier undertakes and represents that the manufacture, sale, distribution, and use of the brand and Products, including the packaging, advertising, labels, and other materials contained on, with, or relating to the Products, and the brand, do not directly or indirectly infringe any patent, copyright, trademark, trade name, or other proprietary interest of the Purchaser or any third party.
• Supplier undertakes and warrants that it is able to grant and hereby grants the Purchaser an irrevocable, non-exclusive and royalty-free license to use all such Intellectual Property Rights for the purposes of marketing and featuring the Products and the brand including advertising, promoting sales, distributing and selling the Products as provided herein.
• The Purchaser shall have the right to use search terms related to the Products and the brand, to place advertisements or pay for any such search terms with Internet search engines including Google or Yahoo or otherwise use such terms in connection with any Internet search optimisation techniques related to the Products and the brand.
• The Purchaser shall have the right to use any trademarks related to the Products and the brand, in any of the Purchaser’s paid search advertising program and/or affiliate program or on such affiliate’s websites.
• The Purchaser shall not use or display Supplier’s marks in a manner, which is disparaging or detrimental to the Supplier’s interest, reputation, or goodwill. However, the Purchaser shall be able to display any product reviews and ratings on the website and related applications.

 10. Price 

The prices of the Products shall be the amount set out in the Agreement or the Purchase Order (as the case may be). Unless otherwise specified, the Prices includes all applicable taxes (including, but not limited to goods and services tax or VAT). No variation to the price shall be valid without the Purchaser’s written consent.

11. Payment

• Payment of all invoices by the Purchaser shall be made in accordance with the Agreement. In the absence of any provision relating to period of payment in the Agreement, it shall be deemed that payment period shall within sixty (60) Business Days from the date of the receipt of the invoices. The currency of payment shall be as stated in the Purchase Order or as otherwise agreed.
• Payment by the Purchaser shall be without prejudice to any claims or rights which the Purchaser may have against Supplier and shall not in any way constitute any admission by the Purchaser of Supplier's performance of its contractual obligations. Prior to making any payment, the Purchaser shall be entitled to make deductions or deferments from the payments in respect of any disputes or claims the Purchaser has with Supplier, whether under this Purchaser Terms, the Purchase Order, any Agreement or otherwise.
• The Purchaser may delay, suspend, or cancel any payment in the event the Supplier breaches any term of this Purchase Terms, and any payment made to the Supplier will not in any way be considered as a waiver of the Purchaser's rights.
• For the avoidance of doubt, where there is any discrepancy in quantity delivered and/or non-conformance of the Products, including any damaged packaging or defective Products, the Purchaser shall be entitled to withhold or reduce Payment accordingly.

12. Termination

• Unless otherwise agreed between the Parties, either Party may terminate the Agreement between the Parties at any time without any reason whatsoever by giving the other Party thirty (30) days’ notice in writing.
• Either party may immediately terminate the agreement (and any other unperformed contracts or Purchase Orders) at any time with written notice if the other Party materially or consistently breaches the terms of this Purchase Terms which cannot be remedied, or if such breach can be remedied, that Party fails to remedy to the reasonable satisfaction of the innocent Party after being notified to do so within a reasonable period.
• The termination of the Agreement is without prejudice to the rights and duties and liabilities of either Party accrued prior to termination.
• Upon any termination, any promotion or incentives, which have not been fulfilled in full by the Supplier, shall immediately be payable to the Purchaser.

13. Representations and Warranties.

The Supplier represents, warrants and undertakes to the Purchaser:

• the Products shipped, as of the date of shipment, comply with all applicable consumer product safety rules, standards and/or regulations; are not counterfeit and are genuine, and furthermore comply with all other applicable laws, rules, and regulations;
• Supplier will at all times comply with all applicable laws, regulations, and/or codes which are applicable to its performance of its respective obligations under this Purchase Terms;
• Supplier has obtained all necessary rights, licences, certifications, permits or approvals required for the sale of the Products to the Purchaser;
• Supplier is the lawful owner of the Products, has good right to sell or distribute and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests, or other encumbrances;
• the Products are of merchantable quality; are free from contamination or impurity and defects in design and title; fit for consumption (for perishable goods and foodstuff), and are fit and sufficient for purposes for which Products of that type are ordinarily used, as well as for any purposes Supplier has specified or advertised;
• where applicable in respect of fresh food Products, such Products received by the Purchaser must be of good quality and have the minimum shelf life or acceptance days as agreed between the Supplier and Purchaser when they are delivered an inbounded;
• the Products delivered confirm to the quantities in the Purchase Order;
• the entry into this Agreement and the performance thereof by the Supplier has been duly authorised by all necessary corporate action and constitutes a valid and binding agreement of the Supplier;
• the representations, warranties and undertakings set forth in this clause are in addition to all other implied or statutory warranties provided by applicable laws; and
• be responsible for all applicable taxes, duties, fees and other charges owed by the Supplier.

All the aforesaid representations, warranties and undertakings will be fulfilled and will remain true and correct at all times and will subsist for so long as necessary to give effect to each of them, and in the event of any of them becoming or unfulfilled, untrue or incorrect, the Supplier will promptly inform the Purchaser and rectify them.

14. Liability and Indemnity.

• The Supplier will defend, indemnify and hold harmless the Purchaser and its employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, Claims, litigation, demands, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) arising out of, or related to:
• any actual or alleged breach of the Supplier's undertakings, representations, warranties, or obligations set forth in this Purchase Terms;
• any actual or alleged infringement of any Intellectual Property Rights by the Products and/or the Supplier;
• any defect in the Products; and/or
• any negligence or fault of the Supplier, its affiliates, directors, officers, employees, contractors or agents.
• In no event shall the Purchaser’s liability, if any, to the Supplier shall exceed the total value of the Products purchased in that specific Purchase Order.
• Notwithstanding anything to the contrary, the Purchaser shall not be liable to Supplier shall in no case be liable for any loss of profit, loss of sales, loss of market, loss of goodwill or reputation, third party claims, incidental or special damages or indirect or consequential loss of any kind.
• All of the exclusions and limitations contained in the Agreement shall apply to any claim whether in contract, tort (including negligence), equity, restitution or otherwise.
• The terms in this Clause shall survive the expiry and/or termination of the Agreement.

15. Force Majeure.

No Party will be liable to the other or be deemed to be in breach of this Agreement by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, the Purchaser may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues.

16. Confidentiality.

• The Supplier shall not disclose Confidential Information, except with the prior written consent of the Purchaser. The Supplier may only use the Confidential Information for the purpose of performing this Agreement, and not for any other purposes.
• The Supplier agrees that no representation or warranty as to the accuracy or completeness of the Confidential Information is given by the Purchaser.
• Supplier agrees to keep strictly confidential and not to disclose to any person the contents of the Agreement unless disclosure is expressly permitted by prior written consent of the Purchaser or is compelled by law to be disclosed.

17. Data Protection.

Supplier undertakes, represents and warrants that it will use and process any Personal Data disclosed to the Supplier: (i) only for the purpose fulfilling its obligations under the Agreement and not disclose it to third parties; (ii) in accordance with the requirements under the applicable personal data protection laws; and (iii) in a manner that ensures the Purchaser remains in compliance with the requirement under the applicable personal data protection laws. Supplier further warrants that it does implement sufficient security measures to ensure that the Personal Data are securely kept and maintained as required by the applicable personal data protection law.

18. Notices.

• Any notice or other communications given to a Party under or in connection with the Agreement shall be in writing and may be served personally, by post, fax or electronic mail to a Party.
• Any notice, demand or other communication sent by any Party shall be deemed to have been received by the other Party:
• if personally delivered, at the time of delivery;
• if sent by post, and is not returned to the sender as undelivered, two (2) days after the date of posting; or
• if sent by facsimile or electronic mail, at the time of transmission.

19. Governing Law and Dispute Resolution.

This Agreement shall be governed by the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, or any non-contractual obligations arising out of or in connection with this Agreement, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules (“Rules”) of the Singapore International Arbitration Centre (“SIAC”) in force at the date of applying for arbitration, which Rules are deemed incorporated into this clause. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The tribunal shall consist of one arbitrator. The two parties shall nominate and agree upon the presiding arbitrator. If no such agreement is made within thirty (30) days the opening discussion (e-mail to be sufficient) of the arbitration, the president of SIAC shall appoint the arbitrator.

20 . Anti-bribery.

• Supplier (including its principals, owners, directors, officers, employees, consultants, Affiliates, suppliers, agents, and subcontractors) shall comply with all applicable anti-bribery and anti-corruption laws (“Anti-Bribery and Corruption Laws”), including but not limited to the United States Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010. 
• The Purchaser may terminate the Agreement, or suspend or withhold payment effective immediately, upon written notice to Supplier if the Purchaser in good faith believes that Supplier has breached or caused a breach of this clause. 

21. Assignment.

The Supplier shall not assign, transfer or subcontract all or part of its rights and/or obligations under the Agreement, without the prior written consent of the Purchaser.

22. Miscellaneous

• Entire Agreement: The Agreement and all the documents and/or terms referred to in it, constitutes the entire agreement and understanding of the Parties relating to the Purchase of Products by the Purchaser, and no Party has entered into the Agreement in reliance upon any representation, warranty or undertaking of the other Party which is not set out or referred to in the Agreement. Nothing in this clause shall however operate to limit or exclude liability for fraud.
• Variation: The Purchaser reserves the right to change at any time, at its sole discretion, the term and conditions of the Purchase Terms by posting at the website. The Supplier is responsible for reviewing any changes to the Purchase Terms. The Supplier continue acceptance of the Purchase Orders following the posting of the revised Purchase Terms will constitute acceptance of the changes. If the Supplier does not agree to the changes, the Supplier has to stop acceptance any Purchase Orders and provide the Purchaser with written notice.
• Waiver: No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
• Severability: If at any time any provision of the Agreement (including the Purchase Terms) shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of the Agreement (or the Purchase Terms) shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from it.
• Time of the Essence: Time is of the essence in Supplier’s performance of its obligations under any Purchase Order. Supplier will immediately notify the Purchaser if Supplier’s timely performance under the Purchase Order is delayed or likely to be delayed. The Purchaser’s acceptance of the notice shall not constitute the Purchaser’s waiver of any of the Supplier’s obligations.
• Rights of Third Parties: Other than the Purchaser’s Affiliates, nothing in this Agreement shall be construed as giving any third party any rights whatsoever.