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The Onsite Consignment Agreement between you (“Supplier”) and SCommerce Private Limited (“SCommerce”) (each a “Party” and collectively the “Parties”) comprises these SCommerce Onsite Consignment Terms & Conditions (“T&Cs”), the cover agreement between Supplier and SCommerce (“Cover Agreement”), and all relevant purchase orders requesting or specifying a consignment of Products.

1. INTERPRETATION

1.1 In these T&Cs the following words will have the meanings assigned to them in this clause, except where inconsistent with the context:

“Business Day” means a standard business day in Singapore;

“Buyer” means the purchaser of any Product on the Platform;

“Commencement Date” means the date specified in the Cover Agreement;

“Discount" for a Product means the sum of (i) an item fee of $1; (ii) an amount equal to 18% of such Product’s Gross Settlement Price ; and (iii) the handling fee set out in the Cover Agreement, if applicable. For avoidance of doubt, each component of the Discount is subject to GST and may be amended by SCommerce at its sole discretion from time to time;

"Gross Settlement Price” for a Product means the Sale Proceeds of such Product, plus any Platform rebate, voucher and/or coins applied to such Product by Buyer. For avoidance of doubt, the Gross Settlement Price is exclusive of GST;

“GST” means Singapore Goods and Services Tax levied under the GST Act or any subsidiary legislation made thereunder;

“GST Act” means the Goods and Services Tax Act 1993;

“Intellectual Property Rights” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;

“Losses” means all losses, settlement sums, costs, charges, expenses, actions, penalties, proceedings, claims, demands and other liabilities, whether foreseeable or not.

“Lowest Promotion Price” means the lowest price that Supplier is willing to sell their Products as determined and notified to SCommerce by the Supplier when such Product is first ordered under this Agreement, and as may be revised by Supplier from time to time provided that Supplier has notified SCommerce in writing of such revision no later than the 10th calendar day of the calendar month prior to the effective date of such revision.

“Order” means an order placed by SCommerce with the Supplier for the consignment of Products;

“Price” means the latest price list for the Products provided by the Supplier to SCommerce; and

“Products” means the products as agreed between the Parties in writing from time to time;

“Product Price Range” for a Product refers to the range between the (i) recommended retail price and (ii) Lowest Promotion Price, each as notified by Supplier under Clause 3.2;

“Platform” means the electronic platform “Shopee” operated by Shopee Singapore Private Limited or its affiliates;

“Restricted Party” means a person that is:

(a) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List;

(b) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or

(c) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);

“Sale Proceeds” for a Product means the amount that is collected by SCommerce from a Buyer when the Buyer purchases a Product on the Platform. For avoidance of doubt, Sales Proceeds are inclusive of the GST charged by SCommerce to Buyer;“Supplier Amount” for a Product means the amount payable by SCommerce to the Supplier following a successful Buyer Purchase. For the avoidance of doubt, the Supplier Amount is calculated based on the Gross Settlement Price of such Product, less Discount (and any other amounts as may be included by SCommerce from time to time). For avoidance of doubt, Supplier Amount is exclusive of the GST charged by Supplier to SCommerce, where applicable;

“Supplier Proceeds” for a given period means the aggregate Supplier Amounts for all successful Buyer Purchases within such period; and

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by the Sanctions Authority (or any of them);

“Sanctions Authorities” means:

(a) the United States government;

(b) the United Nations;

(c) the European Union;

(d) the United Kingdom;

(e) the Commonwealth of Australia; or

(f) the respective governmental institutions and agencies of any of the foregoing or any other countries, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty's Treasury (“HMT”);

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the “Consolidated List of Financial Sanctions Targets” and the “Investment Ban List” maintained by HMT, or such other page as may replace it), or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

1.2 In these T&Cs, unless the context otherwise requires:

(a) a reference to any document (including these T&Cs) is to that document as varied, novated, ratified or replaced from time to time;

(b) words in the singular include the plural and vice versa and words in one gender include any other gender;

(c) a reference to any Party includes its successors in title and permitted assigns, a reference to a “person” includes any individual firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality), and a reference to a clause is to a clause of these T&Cs;

(d) the heading of clauses is for convenience only and will not affect the interpretation of these T&Cs;

(e) any undertaking under these T&Cs not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or things;

(f) a reference to “$” or “dollar” is to the lawful currency of Singapore; and

(g) the word “includes” in any form is not a word of limitation.

2. TERM AND DURATION

2.1 The Consignment Agreement commences on the Commencement Date and will continue for a period of twelve (12) months, and shall be renewed for continuous term periods of twelve (12) months unless either Party gives written notice to the other Party, at least thirty (30) days prior to the expiration of such term that the Consignment Agreement shall not be renewed.

3. ORDERS AND CONSIGNMENT OF PRODUCTS

3.1 Supplier agrees to supply the Products to SCommerce on a consignment basis from time to time in accordance with this Consignment Agreement.

3.2 Unless otherwise agreed between Parties, Supplier shall, in respect of each Product, provide SCommerce with the following (i) photographs and description; (ii) recommended retail price; (iii) Lowest Promotion Price; (iv) inventory update (upon request by SCommerce); and (v) SKU barcode.

3.3 SCommerce may place Orders with the Supplier from time to time, setting out the requirements for the Order, including the Products, quantity of Products, delivery address as well as date and time for delivery of Products by Supplier. For the avoidance of doubt, SCommerce is under no obligation or requirement to place any Orders during the term of the Consignment Agreement.

3.4 Following receipt of each Order, the Supplier shall:

(a) use all means and make all arrangements necessary to fulfil in due time the Orders;

(b) secure all customs clearances for Products prior to delivery (if applicable);

(c) arrange for the shipment of the Product(s) to the delivery address (and at the date and time) set out in the Order;

(d) abide by all laws, rules and regulations that apply to the performance of its obligations under these T&Cs; and

(e) use all reasonable skill and diligence to fulfil the Orders in accordance with best industry practices.

3.5 Subject to the Supplier having fulfilled the requirements in clause 3.4 to SCommerce’s satisfaction, SCommerce:

(a) may facilitate the sale of the consigned Products by Supplier to Buyers by making such Products available on the Platform at such prices selected by SCommerce within the Product Price Range specified by Supplier (“Buyer Purchase”), and in connection with the foregoing, the Parties agree that:

        (i) the actual contract for sale for each Buyer Purchase shall be directly between Supplier and the relevant Buyer (notwithstanding any description on the Platform or otherwise); and

        (ii) SCommerce shall not be a party to that or any other contract between Supplier and Buyer, and SCommerce accepts no obligations in connection with any such contract. Supplier agrees to indemnify and hold harmless SCommerce against any and all Losses incurred by SCommerce and/or its related corporations arising from any claims by Buyers in connection with any and all Buyer Purchases (including any claims by a Buyer against SCommerce on the basis that SCommerce had sold the relevant Product to such Buyer);

(b) shall store the Products and manage the handling and fulfilment in connection with any Buyer Purchases by:

        (i) arranging for the shipment of the Product to the shipping address provided by the relevant Buyer; and

        (ii) collecting the Sale Proceeds from the relevant Buyer,

       provided always that any such storage/handling/fulfilment shall be provided on an “as is” basis, and that any and all warranties relating to such actions shall be excluded to the fullest extent allowable under applicable law.

3.6 The Supplier shall ensure the continued availability of the Products to ensure replenishment of Products is possible whenever an Order is placed by SCommerce. In the event that the Supplier is aware that it will be unable to fulfil an Order or deliver on the date set out in an Order, the Supplier must immediately notify SCommerce in writing of the subsequent proximate date that it will be able to fulfil the Order. Save as otherwise provided in these T&Cs, if SCommerce, in good faith, deems the new date as unacceptable, SCommerce is entitled to terminate the Order without prejudice to SCommerce’s right to claim compensation for any damage or loss suffered by SCommerce.

3.7 SCommerce will not be liable to the Supplier for any cost, loss or expense incurred by the Supplier due to SCommerce exercising its rights under clause 3.3.

3.8 SCommerce may, from time to time and at its sole and absolute discretion, return to Supplier any Products consigned under this clause 3, subject to having notified Supplier of (i) the Products to be returned to Supplier; and (ii) the quantity of each Product to be returned (“Return to Supplier Exercise”). In connection with any Return to Supplier Exercise, Suppliers shall collect the Products from at a designated location, date and time agreed between SCommerce and Supplier.

3.9 Supplier may only raise a dispute in connection with a Return to Supplier Exercise in the event that the relevant Product(s) are missing and/or not in a sellable condition.

(a) Such dispute needs to be raised to SCommerce within seven (7) Business Days of Supplier picking up the Products.

(b) Supplier shall provide any and all necessary pictorial evidence (and any other evidence as may be requested by SCommerce) in connection with such dispute.

(c) Subject to the procedures in clause 6 and Supplier’s compliance with this clause 3.9, SCommerce may (but shall not be obliged to) pay Supplier a sum equal to the latest Lowest Promotion Price furnished of the relevant Product(s) if SCommerce is satisfied that the relevant Product(s) are missing and/or not in a sellable condition (“Reconciliation Amount”), provided always that the aggregate Reconciliation Amounts for any Return to Supplier Exercise shall not exceed 3% of the Sales Proceeds in the period between the preceding and current Return to Supplier Exercise (or the Commencement Date and current Return to Supplier Exercise, if there is no preceding Return to Supplier Exercise). For the avoidance of doubt, Supplier shall continue to retain possession of the relevant Product(s) after the payment of any Reconciliation Amount. Supplier acknowledges that the Reconciliation Amount (if any) shall be Supplier’s sole and exclusive remedy in connection with any Return to Supplier Exercise, and releases SCommerce from any and all Losses incurred by Supplier in connection thereto.

4 TITLE & RISK

4.1 All Products shall remain the property of Supplier, and title to and ownership of the Products shall not pass to SCommerce at any time.

4.2 Products consigned under this Consignment Agreement are subject to SCommerce’s or its appointed agent’s reasonable inspection and approval at the collection point nominated in an Order.

4.3 SCommerce or its appointed agent may reject the Products, even after they have been accepted, if they are defective or are not in accordance with SCommerce’s specifications, do not meet the requirements under the Order or are reasonably believed to be counterfeit (“Rejected Products”).

4.4 Rejected Products:

(a) will be held by SCommerce entirely at the risk of the Supplier;

(b) must be removed by, and at the expense of, the Supplier within five (5) Business Days of the Supplier being notified of the rejection; and

(c) may be removed by SCommerce at the Supplier’s cost if the Supplier fails to remove the Rejected Products in the relevant time frame, and

without prejudice to any other rights and remedies of SCommerce, the Supplier shall (if requested by SCommerce) provide SCommerce with a replacement Product which satisfies the requirements of the applicable Order within five (5) Business Days of the Supplier being notified of the rejection.

4.5 SCommerce may dispose of any Product in its possession (and the Supplier will be deemed to have consented to such action): (i) immediately if SCommerce determines in its sole discretion that the Product creates a safety, health, or liability risk to SCommerce, its personnel, or any third party; or (ii) if the Supplier fails to direct SCommerce to dispose of any Product within fourteen (14) days after notification that the Product has been recalled.

4.6 The Supplier will promptly notify SCommerce of any recalls or potential recalls, or safety alerts of any of its Products and cooperate and assist SCommerce in connection with any recalls or safety alerts, including by initiating the procedures for returning items to the Supplier under SCommerce’s standard processes. The Supplier will be responsible for all costs and expenses incurred in connection with any recall or potential recall or safety alerts of any of the Supplier’s Products (including the costs to return, store, repair, liquidate, or deliver to the Supplier).

5 BUYER RETURNS

5.1 SCommerce may receive and process returns of any Products from Buyers from time to time. Returned Products will be held by SCommerce entirely at the risk of the Supplier and shall be:

(a) re-inbounded into Shopee’s Warehouse under this consignment agreement as long as the item is in sellable condition; or

(b) at the Supplier’s direction, returned to Supplier or disposed of in the event the item is damaged,

and the Supplier shall reimburse SCommerce for all expenses it incurs in connection with such return or disposal.

5.2 Where a Buyer returns a Product, SCommerce shall be entitled, at its sole discretion, to deduct an amount equal to the Supplier Amount for such Product from the amounts due under the next available Monthly Invoice(s) (or to obtain a refund in cash or such other payment mode as may be determined at SCommerce’s sole discretion where a deduction is not possible). For the avoidance of doubt, this clause shall apply if SCommerce disposes of a returned Product at the direction of the Supplier pursuant to clause 5.1(b).

6 PAYMENT OF SUPPLIER PROCEEDS

6.1 SCommerce shall provide a written report to the Supplier on a monthly basis (“Monthly Report”) specifying:

(a) the number and type of Products sold to Buyers;

(b) the Sale Proceeds collected from Buyers;

(c) the Supplier Proceeds payable to the Supplier; and/or

(d) any other information as may be determined by SCommerce from time to time,

for the preceding month.

6.2 SCommerce shall provide a written report to the Supplier in the event that there are any Reconciliation Amounts arising from a Return To Supplier Exercise (“Reconciliation Report”) specifying:

(a) the number and type of Products affected;

(b) the Lowest Promotion Price of the Products affected;

(c) the total Reconciliation Amounts; and/or

(d) any other information as may be determined by SCommerce from time to time.

6.3 Within fourteen (14) days of receiving each Monthly Report and/or Reconciliation Report, to the extent that the Supplier is registered for GST and charges GST on the Products supplied based on the prevailing tax laws, the Supplier must provide SCommerce with a valid tax invoice (“Monthly Invoice” or “Reconciliation Invoice”, as the case may be) in accordance with such Monthly Report, detailing: (i) the Products consigned and the Supplier Proceeds (including the GST component to be indicated clearly in the tax invoice in accordance with clause 7) for the preceding month (in the case of a Monthly Invoice), or (ii) the Reconciliation Amounts (including the GST component to be indicated clearly in the tax invoice in accordance with clause 7) (in the case of a Reconciliation Invoice).

6.4 Invoices shall be payable by SCommerce to the Supplier within thirty (30) Business Days from the date it receives a valid tax invoice.

6.5 Scommerce will notify the Supplier if (i) there is any inconsistency between the Monthly Report and the tax invoice, and/or (ii) there are any Supplier Proceeds that are not included in the Monthly Report but which the Parties have agreed are payable to the Supplier (“Additional Amounts”). No later than five (5) days following such notification, the Supplier shall, subject to approval by Scommerce, (a) re-issue the tax invoice to rectify the inconsistency between the Monthly Report and the original tax invoice, and/or (b) issue an additional tax invoice to cover the Additional Amounts (as the case may be). Scommerce may withhold payment of any tax invoice (and the period set out in Clause 6.3 shall not commence) until the abovementioned steps have been completed by the Supplier to the satisfaction of Scommerce.

6.6 Scommerce is entitled to set off any amount the Supplier owes Scommerce and/or its affiliates under these T&CS against any amount that Scommerce owes the Supplier under it (including any Reconciliation Amount).

6.7 All other costs, charges, fees and expenses for or arising out of or in connection with the consignment of Products under these T&Cs must be paid by the Supplier, including all costs involved in the packaging, handling, storage insurances, local and overseas bank transfers and any other expenses unless otherwise stated and mutually agreed.

6.8 SCommerce and Supplier acknowledge and agree that certain rebate and promotion support ("Support") may be provided by the Supplier to SCommerce under these T&Cs on such terms as may be mutually agreed in writing between the parties. SCommerce shall invoice Supplier for the Support and Supplier shall pay such invoices within thirty (30) days from invoice date.

7 GST

7.1 To the extent that the Supplier is not GST registered but has a liability to register for GST at the point the time the supply is made, the Supplier is to indemnify SCommerce for any loss SCommerce suffers as a result of the Supplier not being registered for GST.

8 WARRANTIES

8.1 The Supplier warrants that:

(a) all Products consigned under this Consignment Agreement:

   (i) are new, of merchantable quality, free from defects and fit for their intended purpose;

(ii) conform to any product warranties; and

       (iii) are not counterfeit;

(b) it has clear title to the Products and that the Products are delivered free of liens and encumbrances;

(c) it has the full right and authority to consign all Products to SCommerce, and SCommerce shall have the full right and authority to facilitate the sale of such Products to Buyers;

(d) there are no restrictions on the re-sale of the Products, and such re-sale will not contravene any applicable laws or regulations of any country or violate or infringe upon any proprietary rights, including intellectual property rights, of any third party;

(e) it has all rights and ownership, or is a licensed user, of all Intellectual Property Rights in relation to the Products and their supply;

(f) it is not aware of any claims made by any third party with regards to any alleged or actual infringement of Intellectual Property Rights or any other claim, demand or action in connection with the manufacture, sale, distribution or use of the Products;

(g) the entry into the Consignment Agreement and the performance thereof by the Supplier has been duly authorised and constitutes a valid and binding agreement of the Supplier, enforceable against it in accordance with the terms thereof;

(h) all information furnished to SCommerce with regards to the Products are true, accurate and not misleading;

(i) all formal consents, waivers, approvals, authorisations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Supplier in connection with the entry into the Consignment Agreement and the performance of the same, have been duly obtained; and

(j) the entry, delivery and performance of the Consignment Agreement by the Supplier will not violate or conflict in any material respect with any law, rule, regulation, code, ordinance, judgment, order, writ, injunction, decree or other requirement of any court/tribunal or of any governmental body or agency thereof applicable to the Supplier and/or the sale of the Products.

9 INSURANCE

9.1 The Supplier must effect and maintain appropriate and adequate insurance for (i) public and product liability, and (ii) loss or destruction (at full replacement cost) of the Product relating to these T&Cs and retained in the Supplier's possession, or whilst in transit.

9.2 The Supplier must provide to SCommerce a copy of a certificate of currency in respect of any of the above insurances within 7 days of a request by SCommerce.

10 LIABILITY

10.1 In no event shall either Party be liable for indirect, incidental, special, punitive or consequential damages, including loss of use, loss of profits or interruption of business, however caused or on any theory of liability.

10.2 SCommerce’s liability to the Supplier for any and all Losses arising out of or in connection with the Consignment Agreement, shall in no event exceed the payments made to the Supplier in the three (3) months prior to the event giving rise to such liability.

11 INDEMNITY

11.1 The Supplier indemnifies and releases SCommerce against any claims, Loss, damage, cost (including legal costs), expense or liability arising out of:

(a) any breach of any warranty or obligation under the Consignment Agreement;

(b) any wilful or negligent act or omission of the Supplier or any of its officers, employees or, agents in relation to the performance of its obligations under the Consignment Agreement; and

(c) any breach of any third party's rights, including in respect of any claim that the Product infringe, or their importation infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person anywhere in the world, except, to the extent caused or contributed to by any negligent act or omission of SCommerce, its officers, employees and agents.

12 FORCE MAJEURE

12.1 Neither Party shall be liable to the other for loss or damage resulting from delay or failure to perform these T&Cs, or any terms hereunder, either in whole or in part, when the same is due to causes beyond its reasonable control, including but not limited to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents or any acts of God, government regulations, epidemics, quarantine or labour trouble resulting in cessation, slowdown or interruption of work. In the event of the same, the Parties' obligations herein and the delivery dates shall be extended for the periods of such circumstances only so far as they affect the performance of the Consignment Agreement.

12.2 The Party affected shall as soon as possible notify the other Party in writing of the commencement and (if applicable) end of said circumstances.

13 TERMINATION

13.1 SCommerce may terminate the Consignment Agreement:

(a) without cause with 30 days’ written notice; and

(b) immediately with written notice to the Supplier if:

     (i) the Supplier commits a fundamental breach of any of its obligations under these T&Cs, and such breach is not remedied (if capable of remedy) within seven (7) days of notice in writing from SCommerce requiring that such breach be remedied;

     (ii) the Supplier is in breach of any of its obligations under these T&Cs, which breach is not a fundamental breach and such breach is capable of being remedied and has not been remedied within thirty (30) days of notice in writing from SCommerce requiring that such breach be remedied;

     (iii) SCommerce reasonably believes for any reason that the Supplier is no longer able to perform its obligations under these T&Cs; or

     (iv) the Supplier ceases or threatens to cease carrying on business, becomes insolvent or goes into administration, receivership or liquidation or enters into any arrangement or composition with its creditors or any action is taken for the appointment of an administrator or official manager or receiver of the assets of the Supplier.

13.2 The Supplier may terminate the Consignment Agreement upon written notice to SCommerce:

(a) without cause with 30 days’ written notice; and

(b) immediately with written notice to SCommerce if:

     (i) SCommerce fails to pay or dispute any tax invoice in accordance with clause 5 and fails to remedy such breach within sixty (60) days of a notice from the Supplier requiring SCommerce to remedy the same and stipulating that SCommerce is in breach of these T&Cs; or

     (ii) SCommerce becomes insolvent or goes into administration, receivership or liquidation or enters into any arrangement or composition with its creditors or any action is taken for the appointment of an administrator or official manager or receiver of the assets of SCommerce.

13.3 Termination of the Consignment Agreement is without prejudice to any accrued rights of either Party as at the date of termination.

14 INTELLECTUAL PROPERTY RIGHTS

14.1 The Supplier grants to SCommerce a non-exclusive and royalty-free right and licence to use the Supplier’s trademarks, logos, brand names, service marks, photographs, graphical elements, wordings, forms, diagrams, information, text, film footage, computer animation, music, lyrics, sound effects, visual effects and/or other materials, including digital equivalents of all the above (the “Materials”), which are provided or authorised by the Supplier in connection with these T&Cs in the marketing, promotion, selling and distribution of the Products, including the right and licence to use the Supplier’s Materials with any marketing and/or promotional activities relating to the Products.

14.2 Any Materials created by SCommerce in the course of marketing, promoting, selling or distributing of the Products or otherwise in connection with the Consignment Agreement shall be the sole and exclusive property of SCommerce and shall, upon its creation be owned by SCommerce (“SCommerce Materials”). Neither Supplier nor any third party shall acquire any right (including right to use), title or interest in SCommerce Materials by virtue of these T&Cs save for the express consent provided by SCommerce. Supplier shall use its best efforts to protect SCommerce’s rights in SCommerce Materials and if Supplier becomes aware of any actual or suspected unauthorised use or disclosure of SCommerce Materials, Supplier shall promptly notify SCommerce and shall, at the request of SCommerce, assist in the investigation and prosecution of such unauthorised use or disclosure.

15 CONFIDENTIAL INFORMATION

15.1 Neither Party will use information contained in the Consignment Agreement, exchanged in prior negotiations or any tender process for any purpose not contemplated by the Consignment Agreement. Each Party must, and must ensure that its employees, agents and subcontractors who need such access in order to perform their duties, receive this information under obligations of confidentiality.

15.2 Clause 15.1 does not apply to the extent that:

(a) either Party is required by law, regulation or the rules of any applicable stock exchange to disclose the information;

(b) the information is public knowledge (and has not become public knowledge as a result of either Party’s breach of confidentiality); or

(c) the information was independently created by a Party (and that Party has evidence in writing that the information falls within this exception).

16 RELATIONSHIP

16.1 The Parties are independent contracting parties, and nothing in these T&Cs will make any Party the employee, partner, agent, legal representative, trust or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.

17 ASSIGNMENT

17.1 SCommerce may assign the Consignment Agreement or any of its rights or obligations under the Consignment Agreement without the prior written consent of the other Party. For the purpose of this clause, assignment will include any assignment by operation of law and change in control of a Party.

18 COSTS

18.1 Each Party will bear their own respective legal costs (as between solicitor and client) of and incidental to the negotiation, any variation and execution of these T&Cs, and the enforcement or attempted enforcement of respective rights, remedies and powers under the Consignment Agreement, including referral of any issue under the Consignment Agreement to arbitration.

19 SANCTIONS

19.1 The Supplier represents and warrants that:-

(a) none of the Supplier nor (to the actual knowledge of the Supplier (having made enquiries, if any, that are reasonably expected of it)) any of the Supplier's directors nor any persons acting on their behalf:

       (i) is a Restricted Party; or

       (ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority; or

       (iii) has been engaged in (in the past five (5) years), and is not now engaged in, any dealings or transactions with any Restricted Party.

19.2 The Supplier undertakes that it shall not, either by itself or through any other person authorised by it:

(a) fund any trade, business or other activities of any Restricted Party; or

(b) cause SCommerce to be in breach of any Sanctions or becoming a Restricted Party; or

(c) engage in any dealings or transactions with any Restricted Party.

20 ENTIRE AGREEMENT

20.1 The Consignment Agreement constitutes the entire agreement between the Parties concerning the subject matter of the Consignment Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the Parties.

21 VARIATION

21.1 These T&Cs may be modified by SCommerce from time to time without notice to Supplier.

22 GOVERNING LAWS

22.1 The Consignment Agreement shall be governed by and construed under the laws of Singapore. In the event of any dispute, controversy, claim or difference of any kind whatsoever arising between the Parties in connection with the Consignment Agreement, including the breach, termination or validity of the Consignment Agreement, or in connection with the determination of any matters which are subject to objective determination pursuant to the Consignment Agreement (“Dispute”), which Dispute has been subject of a written notice by one Party to the other (“Dispute Notice”), the Parties shall attempt, for a period of thirty (30) days after the receipt by one (1) Party of a Dispute Notice from the other Party of the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the senior management of each of the Parties. If the Dispute cannot be settled by mutual discussions within the thirty (30) day period, it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. There will be three (3) arbitrators and the language of the arbitration shall be English.

23 PARTIAL INVALIDITY

23.1 In the event of the invalidity of any part or provision of the Consignment Agreement such invalidity must not affect the enforceability of any other part or provision of the Consignment Agreement.

24 SURVIVAL

24.1 Clauses 8 (Warranties), 9 (Insurance), 10 (Liability), 11 (Indemnity), 14 (Intellectual Property Rights), 15 (Confidential Information), 22 (Governing Laws), 24 (Survival) and 26 (Notices) shall survive the expiration and termination of the Consignment Agreement.

25 WAIVER

25.1 A Party’s failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.

26 NOTICES

26.1 Any notice, request, demand or other communications required by these T&Cs to be given by either Party to the other shall be delivered by hand or facsimile or electronic mail (e-mail) or sent by registered post to such other Party at their respective address given herein. Any notice sent by hand shall be deemed to have been received on the day on which it was delivered, any notice sent by facsimile shall be subsequently confirmed by letter posted or delivered as soon as practicable thereafter provided and any e-mail sent shall be deemed to have been received by the other Party at the time of transmission. However, that any such notice, demand, request or other communication shall be deemed effective on the date of transmission thereof by facsimile or email and any notice sent by registered post shall be deemed have been served and received on the fifth (5th) day following the date of posting. If the day on which any notice deemed delivered falls on a Sunday or a public holiday, such notice shall only be deemed to have received on the next day which is not a Sunday or a public holiday.

26.2 Address for services for the respective Parties shall be as follows:-

If to SCommerce:

1 Fusionopolis Place,

#17-10, Galaxis Singapore 138522

Attention: Group General Counsel

Email: legal@shopee.com

If to Supplier:

As specified in the Cover Agreement

27 COUNTERPARTS

27.1 The Consignment Agreement may be executed in counterparts.

Last updated: 01 January 2024